Common use of Agreements, Contracts and Commitments Clause in Contracts

Agreements, Contracts and Commitments. (i) The Parent Disclosure Schedule sets forth a true, complete and correct list of all the following agreements, arrangements or understandings, whether written or oral, to which Parent or any of its Subsidiaries is a party, (A) agreements relating to indebtedness for borrowed money (whether incurred, assumed, guaranteed, secured by any asset or otherwise) for amounts in excess of $1,000,000, (B) agreements for the lease of real or personal property to or from any person with lease payments in excess of $100,000 per year, (C) partnership agreements, joint venture agreements or other similar agreements relating to similar business arrangements, (D) confidentiality or noncompetition agreements other than with respect to confidentiality agreements entered into in the ordinary course of business for the benefit of Parent's or its Subsidiaries' vendors or customers, (E) profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other plans or arrangements for the benefit of current or former employees or directors of Parent and its Subsidiaries, (F) collective bargaining or similar agreements, (G) agreements for the employment or retention of any individual on a full-time, part-time, consulting, or other basis not terminable on less than thirty (30) days notice without penalty or cost, (H) agreements under which it has advanced or loaned any amount in excess of $10,000 to any of the employees or affiliates of Parent, except for reimbursable business expenses (as determined in accordance with Parent's established employee reimbursement policies and consistent with past practices), (I) agreements for the purchase or receipt of materials, software, supplies, goods, services, equipment or other assets that provide for either annual or aggregate payments by Parent or its Subsidiaries of $100,000 or more (other than Hydrocarbon Agreements), (J) sales, distribution, vendor or other similar agreements or arrangements providing for the sale, transfer or barter by Parent or its Subsidiaries of materials, supplies, goods, services, equipment, or other assets that provide for either annual or aggregate payments to Parent of $100,000 or more (other than Hydrocarbon Agreements), (K) agreements or term sheets relating to the acquisition or disposition of any business or assets of Parent (whether by merger, sale of stock, sale of assets or otherwise), excluding documentation relating to this Agreement and agreements or terms sheets in existence prior to December 31, 1998, (L) Hydrocarbon Agreements and (M) other agreements which are material to Parent (collectively the "Parent Material Agreements"). (ii) Parent has delivered to the Company a true, complete and correct copy of each Parent Material Agreement. (iii) Each Parent Material Agreement is in full force and effect, has not been modified or amended and constitutes the legal, valid and binding obligation of Parent or its Subsidiaries, as the case may be, enforceable in accordance with its terms and will continue to be so on identical terms immediately following the consummation of the transactions contemplated by this Agreement, and Parent or its Subsidiaries, as the case may be, are not in default under any of such agreements, nor has any event or circumstance occurred that, with notice or lapse of time or both, would constitute any event of default by Parent or its Subsidiaries, as the case may be. No other party to any of the Parent Material Agreements (A) is, to the knowledge of Parent, in default in the performance of any covenant or obligation to be performed by it pursuant to any such Parent Material Agreement or (B) has given notice that it intends to terminate, or alter in any way adverse to Parent, its performance under such Parent Material Agreement.

Agreements, Contracts and Commitments. (a) Section 3.11(a) of the Company Disclosure Schedule lists, as of the date of this Agreement, the following types of contracts and agreements to which the Company or any Subsidiary is a party or by which any of their respective assets is bound (each, a “Company Material Contract” and collectively, the “Company Material Contracts”): (i) The Parent Disclosure Schedule sets forth a true, complete each contract and correct list of all agreement with consideration paid or payable to the following agreements, arrangements or understandings, whether written or oral, to which Parent Company or any of the Subsidiaries of more than $250,000, in the aggregate, over the past 12 months; (ii) each contract and agreement with suppliers to the Company or any Subsidiary, including those relating to the design, research, development, testing, manufacture, labeling, marketing, promotion, sale or distribution of products of the Company or any Subsidiary, for expenditures paid or payable by the Company or any Subsidiary requiring payment obligation of an amount equal to or greater than $250,000 over any 12-month period; (iii) each contract requiring payment by or to the Company after the date of this Agreement in excess of $250,000 pursuant to its Subsidiaries express terms relating to (A) any agreement involving provision of services or products with respect to any pre-clinical development activities of the Company or (B) any alliance, joint venture, cooperation, development or other agreement currently in force under which the Company has continuing obligations to develop 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; (iv) all management contracts (excluding contracts for employment) and contracts with other workers and consultants; (v) all contracts or agreements involving the payment of royalties or other amounts calculated based upon the revenues or income of the Company or any Subsidiary or income or revenues related to any product of the Company or any Subsidiary to which the Company or any Subsidiary is a party pursuant to which the Company has paid an amount equal to or greater than $250,000 over any 12-month period; (vi) all contracts and agreements evidencing indebtedness for borrowed money in an amount greater than $250,000, and any pledge agreements, security agreements or other collateral agreements in which the Company or any Subsidiary granted to any person a security interest in or lien on any of the property or assets of the Company or any Subsidiary, and all agreements or instruments guarantying the debts or other obligations of any person; (vii) all partnership, joint venture or similar agreements; (viii) all contracts and agreements with any Governmental Authority to which the Company or any Subsidiary is a party, (A) agreements relating to indebtedness for borrowed money (whether incurred, assumed, guaranteed, secured by any asset or otherwise) for amounts in excess of $1,000,000, (B) agreements for the lease of real or personal property to or from any person with lease payments in excess of $100,000 per year, (C) partnership agreements, joint venture agreements or other similar agreements relating to similar business arrangements, (D) confidentiality or noncompetition agreements other than with respect to confidentiality agreements entered into in the ordinary course of business for the benefit of Parent's or its Subsidiaries' vendors or customers, any permits; (Eix) profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other plans or arrangements for the benefit of current or former employees or directors of Parent and its Subsidiaries, (F) collective bargaining or similar agreements, (G) agreements for the employment or retention of any individual on a full-time, part-time, consulting, or other basis not terminable on less than thirty (30) days notice without penalty or cost, (H) agreements under which it has advanced or loaned any amount in excess of $10,000 to any of the employees or affiliates of Parent, except for reimbursable business expenses (as determined in accordance with Parent's established employee reimbursement policies and consistent with past practices), (I) agreements for the purchase or receipt of materials, software, supplies, goods, services, equipment or other assets that provide for either annual or aggregate payments by Parent or its Subsidiaries of $100,000 or more (other than Hydrocarbon Agreements), (J) sales, distribution, vendor or other similar agreements or arrangements providing for the sale, transfer or barter by Parent or its Subsidiaries of materials, supplies, goods, services, equipment, or other assets that provide for either annual or aggregate payments to Parent of $100,000 or more (other than Hydrocarbon Agreements), (K) agreements or term sheets contract relating to the acquisition or disposition of any business or assets of Parent asset (whether by merger, sale of stock, sale of assets or otherwise) under which the Company or any of its affiliates has or will have obligations with respect to an “earn out,” contingent purchase price or similar contingent payment obligation; (x) all contracts and agreements that limit, or purport to limit, the ability of the Company or any Subsidiary to compete in any line of business or with any person or entity or in any geographic area or during any period of time, excluding customary confidentiality agreements and agreements that contain customary confidentiality clauses; (xi) all Leases, and all leases or master leases of personal property, likely to result in annual payments of $250,000 or more in a 12-month period; (xii) all contracts involving use of, or grant of any rights to or in, any Company-Licensed IP by or to the Company or any Subsidiaries; (xiii) contracts which involve the license or grant of rights to Company Registered IP by the Company or any Subsidiary Company other than (A) contracts with customers on the Company’s standard form of customer agreement, copies of which have been made available in the Virtual Data Room, (B) limited licenses to confidential information under non-disclosure and confidentiality agreements entered into in the ordinary course of business, (C) agreements with employees, independent contractors or consultants on the Company’s standard form of invention assignment and proprietary information agreement or consultant agreement (copies of which have been made available to MEDS), excluding documentation relating to this Agreement and agreements or terms sheets in existence prior to December 31, 1998, (L) Hydrocarbon Agreements and (MD) other non-exclusive non-material licenses to Company Registered IP granted in the ordinary course of business; (xiv) all contracts for the development of Company Registered IP for the benefit of the Company, other than employment or consulting agreements entered into on the form of such agreement made available in the Virtual Data Room, without modification; (xv) all contracts under which are material any broker, finder or investment banker is entitled to Parent any brokerage, finder’s or other fee or commission in connection with the Contemplated Transactions, or which has a fee tail still in effect, based upon arrangements made by or on behalf of the Company or any Subsidiary; (collectively xvi) all contracts that provide for the "Parent Material Agreements")settlement of any Legal Proceeding that contains any ongoing obligation on the Company or the Subsidiaries; (xvii) all contracts between the Company and any holders of more than 2% of the Company Common Shares (assuming the full conversion or exercise of all Company Common Shares held by such person) that relate to such holder’s ownership of Company Common Shares; (xviii) all contracts or agreements under which the Company has agreed to purchase goods or services from a vendor, supplier or other person on a preferred supplier or “most favored supplier” basis; and (xix) all agreements for the development of Company Registered IP for the benefit of the Company or any Subsidiary. (iib) Parent has delivered to the (i) each Company Material Contract is a true, complete and correct copy of each Parent Material Agreement. (iii) Each Parent Material Agreement is in full force and effect, has not been modified or amended and constitutes the legal, valid and binding obligation of Parent the Company or its Subsidiaries, as the case may be, enforceable in accordance with its terms and will continue to be so on identical terms immediately following the consummation of the transactions contemplated by this Agreement, and Parent or its Subsidiaries, as the case may be, are not in default under any of such agreements, nor has any event or circumstance occurred that, with notice or lapse of time or both, would constitute any event of default by Parent or its Subsidiaries, as the case may be. No other party to any of the Parent Material Agreements (A) isSubsidiaries and, to the knowledge of Parentthe Company, the other parties thereto, and neither the Company nor any Subsidiary is in breach or violation of, or default under, any Company Material Contract nor has any Company Material Contract been canceled by the other party; (i) to the Company’s knowledge, no other party is in breach or violation of, or default under, any Company Material Contract; and (ii) the performance Company and the Subsidiaries have not received any written, or to the knowledge of the Company, oral claim of default under any covenant such Company Material Contract, except for any such conflicts, violations, breaches, defaults or obligation other occurrences which would not be expected to be performed by it pursuant result in a Company Material Adverse Effect. No party to a Company Material Contract has given written notice of or, to the knowledge of the Company, threatened (A) any potential exercise of termination rights with respect to any such Parent Material Agreement Contract or (B) any non-renewal or modification of any Company Material Contract. The Company has given notice furnished or made available to MEDS in the Virtual Data Room true and complete copies of all Company Material Contracts, including any amendments thereto that it intends are material in nature to terminate, or alter in any way adverse to Parent, its performance under the extent Company has a copy of such Parent Company Material AgreementContracts.

Agreements, Contracts and Commitments. (i) The Parent Company Disclosure Schedule sets forth a true, complete and correct list of all the following agreements, arrangements or understandings, whether written or oral, to which Parent the Company or any of its Subsidiaries is a party, (A) agreements relating to indebtedness for borrowed money (whether incurred, assumed, guaranteed, secured by any asset or otherwise) for amounts in excess of $1,000,000, (B) agreements for the lease of real or personal property to or from any person with lease payments in excess of $100,000 per year, (C) partnership agreements, joint venture agreements or other similar agreements relating to similar business arrangements, (D) confidentiality or noncompetition agreements other than with respect to confidentiality agreements entered into in the ordinary course of business for the benefit of Parentthe Company's or its Subsidiaries' vendors or customers, (E) profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other plans or arrangements for the benefit of current or former employees or directors of Parent the Company and its Subsidiaries, (F) collective bargaining or similar agreements, (G) agreements for the employment or retention of any individual on a full-time, part-time, consulting, or other basis not terminable on less than thirty (30) days notice without penalty or cost, (H) agreements under which it has advanced or loaned any amount in excess of $10,000 to any of the employees or affiliates of Parentthe Company, except for reimbursable business expenses (as determined in accordance with Parentthe Company's established employee reimbursement policies and consistent with past practices), (I) agreements for the purchase or receipt of materials, software, supplies, goods, services, equipment or other assets that provide for either annual or aggregate payments by Parent the Company or its Subsidiaries of $100,000 or more (other than Hydrocarbon Agreements), (J) sales, distribution, vendor or other similar agreements or arrangements providing for the sale, transfer or barter by Parent the Company or its Subsidiaries of materials, supplies, goods, services, equipment, or other assets that provide for either annual or aggregate payments to Parent the Company of $100,000 or more (other than Hydrocarbon Agreements), (K) agreements or term sheets relating to the acquisition or disposition of any business or assets of Parent the Company (whether by merger, sale of stock, sale of assets or otherwise), excluding documentation relating to this Agreement and agreements or terms sheets in existence prior to December 31, 1998, (L) Hydrocarbon Agreements Agreements; and (M) other agreements which are material to Parent the Company (collectively the "Parent Company Material Agreements"). (ii) Parent The Company has delivered to the Company Parent a true, complete and correct copy of each Parent Company Material Agreement. (iii) Each Parent Company Material Agreement is in full force and effect, has not been modified or amended and constitutes the legal, valid and binding obligation of Parent the Company or its Subsidiaries, as the case may be, enforceable in accordance with its terms and will continue to be so on identical terms immediately following the consummation of the transactions contemplated by this Agreement, and Parent the Company or its Subsidiaries, as the case may be, are not in default under any of such agreements, nor has any event or circumstance occurred that, with notice or lapse of time or both, would constitute any event of default by Parent the Company or its Subsidiaries, as the case may be. No other party to any of the Parent Company Material Agreements (A) is, to the knowledge of Parentthe Company, in default in the performance of any covenant or obligation to be performed by it pursuant to any such Parent Company Material Agreement or (B) has given notice that it intends to terminate, or alter in any way adverse to Parentthe Company, its performance under such Parent Company Material Agreement. Except as set forth in the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries is a party to any contract, agreement or arrangement which provides for payments in the event of a change of control.

Agreements, Contracts and Commitments. (a) Section 4.12 of the Company Disclosure Letter lists the following Contracts in effect as of the date of this Agreement other than any Company Employee Plans (each, a “Company Material Contract” and collectively, the “Company Material Contracts”): (i) The Parent Disclosure Schedule sets forth each Contract that would be required to be filed by the Company as a true“material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act; (ii) each Contract that is a collective bargaining agreement or other agreement or arrangement with any labor union, complete and correct list works council or labor organization; (iii) each Contract for the employment or engagement of all any individual on an employee, consulting or other basis that provides for annual base compensation in excess of $100,000; (iv) each Contract with any Company Associate that provides for retention, change in control, transaction or other similar payments or benefits, whether or not payable as a result of the following Transactions; (v) each Contract relating to any agreement of indemnification or guaranty not entered into in the ordinary course of business; (vi) each Contract containing (A) any covenant limiting the freedom of the Company or any of its Subsidiaries to engage in any line of business or compete with any Person, 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; (vii) other than any Contract that can be terminated for convenience on notice by the Company, each Contract to which the Company or its Subsidiaries are a party that provides for recurring annual minimum payments or receipts (other than milestone, royalty or similar payments or other contingent payments) in excess of $100,000 pursuant to its express terms; (viii) each Contract relating to the disposition or acquisition of material assets or any ownership interest in any Entity, in each case, involving payments in excess of $100,000 after the date of this Agreement or has outstanding any purchase price adjustment, “earn-out,” material payment or similar obligations on the part of the Company or its Subsidiaries; (ix) each Contract to which the Company or its Subsidiaries are a party relating to any indebtedness for borrowed money, financial guaranty, mortgages, indentures, loans, notes or credit agreements, arrangements security agreements or understandings, whether written other agreements or oral, instruments relating to the borrowing of money or extension of credit in excess of $100,000 or creating any material Liens with respect to any assets of the Company or any loans or debt obligations with officers or directors of the Company; (x) each Contract to which Parent the Company or any of its Subsidiaries are a party pursuant to which (A) the Company or its Subsidiaries have continuing milestone or similar contingent payments obligations, including upon the achievement of regulatory or commercial milestones or payment of royalties or other amounts calculated based upon any revenues or income of the Company or its Subsidiaries, in each case, that could result in payments in excess of $100,000, and in each case, excluding indemnification and performance guarantee obligations provided for in the ordinary course of business; (B) the Company or any of its Subsidiaries grant to or receive from any third party any license to, or covenant not to sue or other right with respect to, any material Intellectual Property Rights; or (C) the Company or its Subsidiaries have ongoing performance obligations relating to any material research, development and/or collaboration programs or pre-clinical and/or clinical trials and studies with respect to the Company Product Candidates; in each case ((A)-(C)), other than Incidental Contracts; (xi) each 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 Transactions; (xii) each Contract to which the Company or any of its Subsidiaries is a partyparty or by which any of their assets and properties is currently bound, (A) agreements relating to indebtedness for borrowed money (whether incurredwhich involves annual obligations of payment by, assumedor annual payments to, guaranteed, secured by any asset the Company or otherwise) for amounts such Subsidiary in excess of $1,000,000100,000; (xiii) a Company Real Estate Lease; (xiv) any other Contract that is not terminable at will (with no penalty or payment) by the Company or any of its Subsidiaries, and (BA) agreements for which involves payment or receipt by the lease Company or such Subsidiary after the date of real this Agreement under any such agreement, contract or personal property to commitment of more than $100,000 in the aggregate, or from any person with lease payments obligations after the date of this Agreement in excess of $100,000 per year, (C) partnership agreements, joint venture agreements or other similar agreements relating to similar business arrangements, (D) confidentiality or noncompetition agreements other than with respect to confidentiality agreements entered into 25,000 in the ordinary course aggregate or (B) that is material to the business or operations of business for the benefit of Parent's Company and its Subsidiaries taken as a whole; (xv) each stockholders’, investors rights’, registration rights or similar Contract to which the Company is a party (excluding Contracts governing Company Options and Company Restricted Stock Unit Awards); and (xvi) each Contract with or binding upon the Company or its Subsidiaries' vendors or customers, (E) profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or its and their properties or assets that is of the type that would be required to be disclosed under Item 404 of Regulation S-K under the Securities Act. (b) The Company has delivered or made available to Parent accurate and complete copies of all Company Material Contracts, including all amendments thereto. There are no Company Material Contracts that are not in written form. The Company has not, nor, to the Company’s knowledge as of the date of this Agreement, has any other plans party to a Company Material Contract, breached, violated or arrangements for defaulted under, or received notice that it breached, violated or defaulted under, any of the benefit terms or conditions of current any Company Material Contract in such manner as would permit any other party to cancel or former employees terminate any such Company Material Contract, or directors of Parent 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, (F) collective bargaining or similar agreements, (G) agreements for the employment or retention of any individual on a full-time, part-time, consulting, or other basis not terminable on less than thirty (30) days notice without penalty or cost, (H) agreements under which it has advanced or loaned any amount in excess of $10,000 to any as of the employees or affiliates date of Parentthis Agreement, except for reimbursable business expenses (as determined in accordance with Parent's established employee reimbursement policies each Company Material Contract is valid, binding, enforceable and consistent with past practices), (I) agreements for the purchase or receipt of materials, software, supplies, goods, services, equipment or other assets that provide for either annual or aggregate payments by Parent or its Subsidiaries of $100,000 or more (other than Hydrocarbon Agreements), (J) sales, distribution, vendor or other similar agreements or arrangements providing for the sale, transfer or barter by Parent or its Subsidiaries of materials, supplies, goods, services, equipment, or other assets that provide for either annual or aggregate payments to Parent of $100,000 or more (other than Hydrocarbon Agreements), (K) agreements or term sheets relating to the acquisition or disposition of any business or assets of Parent (whether by merger, sale of stock, sale of assets or otherwise), excluding documentation relating to this Agreement and agreements or terms sheets in existence prior to December 31, 1998, (L) Hydrocarbon Agreements and (M) other agreements which are material to Parent (collectively the "Parent Material Agreements"). (ii) Parent has delivered to the Company a true, complete and correct copy of each Parent Material Agreement. (iii) Each Parent Material Agreement is in full force and effect, subject to the Enforceability Exceptions. No Person is renegotiating, or has not been modified a right pursuant to the terms of any Company Material Contract to change, any material amount paid or amended and constitutes payable to the legal, valid and binding obligation of Parent or its Subsidiaries, as the case may be, enforceable in accordance with its terms and will continue to be so on identical terms immediately following the consummation of the transactions contemplated by this Agreement, and Parent or its Subsidiaries, as the case may be, are not in default Company under any of such agreements, nor has Company Material Contract or any event other material term or circumstance occurred that, with notice or lapse of time or both, would constitute any event of default by Parent or its Subsidiaries, as the case may be. No other party to any of the Parent Material Agreements (A) is, to the knowledge of Parent, in default in the performance provision of any covenant or obligation to be performed by it pursuant to any such Parent Company Material Agreement or (B) has given notice that it intends to terminate, or alter in any way adverse to Parent, its performance under such Parent Material AgreementContract.

Agreements, Contracts and Commitments. Except for Contracts filed as exhibits to Company SEC Documents pursuant to Item 601 of Regulation S-K and listed on the exhibit index to the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2004 (i) The Parent “SEC Contracts”), or as disclosed in Section 4.12 of the Company’s Disclosure Schedule sets forth a trueLetter, complete and correct list of all neither the following agreements, arrangements or understandings, whether written or oral, to which Parent or Company nor any of its Subsidiaries is a party, (A) agreements relating party to indebtedness for borrowed money (whether incurred, assumed, guaranteed, secured or bound by any asset Contract currently in effect and of the following nature (collectively, the “Company Material Contracts”): (a) Contracts (other than Benefit Plans, which are covered under Section 4.15) with any current or otherwiseformer, director or officer of, or natural person consultant of or to, the Company or any of its Subsidiaries under which the Company or its Subsidiaries may have material ongoing or future payment obligations for services rendered or to be rendered; (b) for amounts in excess Contracts that (x) involve the performance by the Company or any of $1,000,000, (B) agreements for the lease its Subsidiaries of real services of an amount or personal property to or from any person with lease payments value in excess of $100,000 per yearannually after June 30, 2005 or (Cy) partnership agreementsinvolve payments by the Company or any of its Subsidiaries in excess of $100,000 annually after June 30, joint venture agreements or other similar agreements relating to similar business arrangements2005, unless terminable by the Company on not more than 30 days notice without material penalty (D) confidentiality or noncompetition agreements other than with respect to confidentiality agreements employment and consulting arrangements entered into in the ordinary course of business and the Change of Control Agreements and Severance Agreements disclosed in Section 4.12(n) of the Company Disclosure Letter); (c) Contracts (i) for the benefit sale of Parent's assets of the Company or any of its Subsidiaries involving aggregate consideration of $50,000 or more (other than licenses of Products in the ordinary course of business), or (ii) for the grant to any Person of any preferential rights to purchase any material amount of assets or any material asset of the Company or any of its Subsidiaries' vendors ; (d) Contracts for the acquisition, by merging or customersconsolidating with, (E) profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severanceby purchasing an equity interest in or a portion of the assets of, or by any other plans or arrangements for manner having the benefit of current or former employees or directors of Parent and its Subsidiaries, (F) collective bargaining same or similar effect, any business or any Person or assets of any Person (other than the purchase of equipment, inventories and supplies in the ordinary course of business consistent with past practice); (e) Contracts (including loan agreements, credit agreements, notes, bonds, mortgages or other agreements, indentures or instruments) relating to indebtedness for borrowed money, letters of credit, the deferred purchase price of property, conditional sale arrangements, capital lease obligations, obligations secured by a Lien, or interest rate or currency hedging activities (Gincluding guarantees or other contingent liabilities in respect of any of the foregoing but in any event excluding trade payables arising in the ordinary course of business consistent with past practice, intercompany indebtedness and immaterial leases for telephones, copy machines, facsimile machines and other office equipment); (f) agreements for Loans or advances to (other than advances to employees in respect of travel and entertainment expenses in the employment ordinary course of business in amounts of $10,000 or retention of less to any individual on a full-timeany date of determination, part-time, consultingand $50,000 in the aggregate on any date of determination), or investments in, any Person, other basis than the Company or a Subsidiary, or any Contracts relating to the making of any such loans, advances or investments or any Contracts involving a sharing of profits (except for bonus arrangements with employees entered into in the ordinary course of business consistent with past practice); (g) Contracts relating to any material joint venture, partnership, strategic alliance or similar arrangement (including any franchising agreement); (h) Contracts to be performed relating to capital expenditures of the Company and/or its Subsidiaries with a value in excess of $50,000 in any fiscal year, or in the aggregate capital expenditures of the Company and/or its Subsidiaries with a value in excess of $200,000; (i) Contracts relating to any material Company Permits; (j) Contracts which contain restrictions with respect to payment of dividends or any other distribution in respect of its capital stock; (k) Contracts containing covenants purporting to restrict the Company or any of its Subsidiaries or its or their affiliates from competing with or otherwise legally or contractually restraining, limiting or impeding the Company’s or any of its Subsidiaries’ ability to compete with any Person or conduct any business or line of business or which restrict any other Person from competing with the Company, any of its Subsidiaries or any of its or their affiliates; (l) Contracts which are material to the Company or any of its Subsidiaries and which restrict the Company or any of its Subsidiaries from disclosing any information concerning or obtained from any other Person (other than Contracts entered into in the ordinary course of business); (m) Contracts required to be disclosed under Item 404 of Regulation S-K under the Securities Act; (n) Contracts required to be filed under Item 601(b)(10) of Regulation S-K under the Securities Act; and (o) Contracts that contain minimum annual purchase obligations (take-or-pay) or that contain penalties or repricing provisions (e.g., “retroactive discounts”) if certain minimum quantities are not terminable on less than thirty (30) days notice without penalty or cost, (H) agreements under which it has advanced or loaned any amount purchased in excess of $10,000 to any of individually and $50,000 in the employees or affiliates of Parent, except for reimbursable business expenses (as determined in accordance with Parent's established employee reimbursement policies aggregate. Each Company Material Contract and consistent with past practices), (I) agreements for the purchase or receipt of materials, software, supplies, goods, services, equipment or other assets that provide for either annual or aggregate payments by Parent or its Subsidiaries of $100,000 or more (other than Hydrocarbon Agreements), (J) sales, distribution, vendor or other similar agreements or arrangements providing for the sale, transfer or barter by Parent or its Subsidiaries of materials, supplies, goods, services, equipment, or other assets that provide for either annual or aggregate payments to Parent of $100,000 or more (other than Hydrocarbon Agreements), (K) agreements or term sheets relating to the acquisition or disposition of any business or assets of Parent (whether by merger, sale of stock, sale of assets or otherwise), excluding documentation relating to this Agreement and agreements or terms sheets in existence prior to December 31, 1998, (L) Hydrocarbon Agreements and (M) other agreements which are material to Parent (collectively the "Parent Material Agreements"). (ii) Parent has delivered to the Company a true, complete and correct copy of each Parent Material Agreement. (iii) Each Parent Material Agreement SEC Contract is in full force and effect, has not been modified or amended and constitutes the legal, is a valid and binding obligation of Parent the Company or the Subsidiary of the Company party thereto and, to the Company’s Knowledge, each other party thereto, except as would not reasonably be expected to (x) result in a material loss or liability to the Company or its SubsidiariesSubsidiaries or (y) interfere in a material manner with the business or operations of the Company and its Subsidiaries or the ownership of their properties or assets. There exists no default or event of default or event, as the case may beoccurrence, enforceable in accordance with its terms and will continue to be so on identical terms immediately following condition or act (including the consummation of the transactions contemplated by this Agreementhereby) on the part of the Company or any Subsidiary or, and Parent or its Subsidiariesto the Company’s Knowledge, as on the case may be, are not in default under part of any of such agreements, nor has other party to any event or circumstance occurred Company Material Contract that, with the giving of notice or the lapse of time or both, would constitute any become a default or event of default by Parent under any Company Material Contract or SEC Contract that could reasonably be expected to (x) result in a material loss or liability to the Company or its Subsidiaries, as Subsidiaries or (y) interfere in a material manner with the case may be. No other party to any business or operations of the Parent Material Agreements (A) is, to Company and its Subsidiaries or the knowledge ownership of Parent, in default in the performance of any covenant their properties or obligation to be performed by it pursuant to any such Parent Material Agreement or (B) has given notice that it intends to terminate, or alter in any way adverse to Parent, its performance under such Parent Material Agreementassets.

Agreements, Contracts and Commitments. (ia) The Parent Section 4.19(a) of the Company Disclosure Schedule Letter sets forth a true, correct and complete and correct list of all each Company Material Contract (as defined below) that is in effect as of the date of this Agreement. For purposes of this Agreement, “Company Material Contract” of the Group Companies shall mean each of the following agreements, arrangements or understandings, whether written or oral, Contracts to which Parent or any of its Subsidiaries a Group Company is a partyparty as of the date of this Agreement, in each case, other than any Employee Benefit Plan or Company Real Property Lease: (i) each Contract that involved the expenditure or receipt by the Group Companies of more than $10,000,000 in the aggregate during the twelve (12) month period ending on December 31, 2020 or would involve the expenditure or receipt by Group Companies of more than $10,000,000 in the aggregate in the twelve (12) month period ending December 31, 2021; (ii) any Contract that purports to limit in any material respect (A) the localities in which the Group Companies’ businesses may be conducted, (B) any Group Company from engaging in any line of business or (C) any Group Company from developing, marketing or selling products or services, including any non-compete agreements or agreements limiting the ability of any of the Group Companies from soliciting customers or employees; (iii) any Contract that is related to the governance or operation of any joint venture, partnership or similar arrangement, other than such contract solely between or among any of the Group Companies; (iv) any Contract for or relating to indebtedness for borrowed any borrowing of money (whether incurred, assumed, guaranteed, secured by any asset or otherwise) for amounts from the Company in excess of $1,000,000, 100,000,000 (Bexcluding any intercompany arrangements solely between or among any of the Group Companies); (v) agreements any employment or management Contract providing for the lease of real or personal property to or from any person with lease annual payments in excess of $100,000 per year1,500,000; (vi) each Contract that contains a put, call, right of first refusal, right of first offer or similar right pursuant to which the Group Companies would be required to, directly or indirectly, purchase or sell, as applicable, any securities, capital stock or other interests, assets or business of any other Person; (Cvii) partnership agreementsany Contracts relating to the sale of any operating business of any Group Company or the acquisition by any Group Company of any operating business, joint venture whether by merger, purchase or sale of stock or assets or otherwise, in each case involving consideration therefor in an amount in excess of $20,000,000 and for which any Group Company has any material outstanding obligations (other than customary non-disclosure and similar obligations incidental thereto and other than Contracts for the purchase of inventory or supplies entered into in the ordinary course of business); (viii) any collective bargaining agreement, or any other labor-related agreements or other similar agreements relating arrangements with any labor union, labor organization, or works council; (ix) any material Contract under which any of the Group Companies: (A) licenses or is granted rights to similar business arrangementsuse material Intellectual Property from any third party (“Inbound License”), (D) confidentiality or noncompetition agreements other than with respect Incidental Inbound Licenses; or (B) licenses or grants rights to use Intellectual Property to any third party (other than (1) non-disclosure or confidentiality agreements or any other Contract that includes confidentiality provisions entered into in the ordinary course of business for the benefit of Parent's or its Subsidiaries' vendors or customers, (E) profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other plans or arrangements for the benefit of current or former employees or directors of Parent and its Subsidiaries, (F) collective bargaining or similar agreements, (G) agreements for the employment or retention of any individual on a full-time, part-time, consulting, or other basis not terminable on less than thirty (30) days notice without penalty or cost, (H) agreements under which it has advanced or loaned any amount in excess of $10,000 to whereby any of the employees Group Companies provides another Person a limited, non-exclusive right to access or affiliates use Trade Secrets and (2) other non-exclusive licenses granted to suppliers, vendors, distributors or customers in the ordinary course of Parentbusiness); and (x) any obligation to make any material payments, except for reimbursable business expenses (as determined in accordance with Parent's established employee reimbursement policies and consistent with past practices)contingent or otherwise, (I) agreements for arising out of the purchase or receipt prior acquisition of materialsthe business, software, supplies, goods, services, equipment or other assets that provide for either annual or aggregate payments by Parent or its Subsidiaries of $100,000 or more (other than Hydrocarbon Agreements), (J) sales, distribution, vendor or other similar agreements or arrangements providing for the sale, transfer or barter by Parent or its Subsidiaries of materials, supplies, goods, services, equipment, or other assets that provide for either annual or aggregate payments to Parent of $100,000 or more (other than Hydrocarbon Agreements), (K) agreements or term sheets relating to the acquisition or disposition of any business or assets of Parent (whether by merger, sale of stock, sale of assets or otherwise), excluding documentation relating to this Agreement and agreements or terms sheets in existence prior to December 31, 1998, (L) Hydrocarbon Agreements and (M) stock of other agreements which are material to Parent (collectively the "Parent Material Agreements")Persons. (iib) Parent Except for each Company Material Contract that has delivered terminated or will terminate upon the expiration of the stated term thereof prior to the Closing Date and except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company a trueMaterial Adverse Effect, complete and correct copy of (i) each Parent Company Material Agreement. (iii) Each Parent Material Agreement Contract is in full force and effect, has not been modified or amended effect and constitutes the represents a legal, valid and binding obligation of Parent or its Subsidiariesthe applicable Group Company party thereto and, as to the case may be, enforceable in accordance with its terms and will continue to be so on identical terms immediately following the consummation Knowledge of the transactions contemplated by this AgreementCompany, represents a legal, valid and binding obligation of the counterparties thereto (subject in each case to the Enforcement Exceptions), (ii) neither the Company nor, to the Knowledge of the Company, any other party thereto, is in material breach of or in default under, and Parent or its Subsidiaries, as the case may be, are not in default under any of such agreements, nor no event has any event or circumstance occurred thatwhich, with notice or lapse of time or both, would constitute become a material breach of or default under, any event Company Material Contract, and (iii) as of default by Parent or its Subsidiariesthe date of this Agreement, as the case may be. No other no party to any of the Parent Company Material Agreements (A) is, to the knowledge of Parent, in default in the performance Contract has given any written notice of any covenant or obligation to be performed by it pursuant to claim of any such Parent breach, default or event. True, correct and complete copies of all Company Material Agreement or Contracts (Bother than Incidental Inbound Licenses) has given notice that it intends have been made available to terminate, or alter in any way adverse to Parent, its performance under such Parent Material AgreementSPAC.

Agreements, Contracts and Commitments. (ia) The Parent Except as set forth on Section 4.23 of the Company Disclosure Schedule sets forth a trueLetter, complete and correct list of all neither the following agreements, arrangements or understandings, whether written or oral, to which Parent or Company nor any of its Subsidiaries is a party, party to or bound by: (Ai) agreements relating to indebtedness for borrowed money any lease or sublease (whether incurred, assumed, guaranteed, secured by any asset or otherwise) for amounts in excess of $1,000,000, (B) agreements for the lease of real or personal property to or from any person with lease payments in excess property) providing for annual rentals of $100,000 per year250,000 or more; (ii) any agreement for the purchase or license of materials, supplies, goods, services, equipment or other tangible or intangible assets providing for either (CA) partnership agreementsannual payments by the Company or its Subsidiaries of $250,000 or more or (B) aggregate payments by the Company or its Subsidiaries of $250,000 or more; (iii) any license, joint venture agreements sales, distribution or other similar agreements relating to similar business arrangements, agreement (D) confidentiality or noncompetition agreements other than agreements with respect end user customers or agreements to confidentiality agreements provide services entered into in the ordinary course of business business) providing for the benefit of Parent's sale or its Subsidiaries' vendors license by the Company or customers, (E) profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other plans or arrangements for the benefit of current or former employees or directors of Parent and its Subsidiaries, (F) collective bargaining or similar agreements, (G) agreements for the employment or retention of any individual on a full-time, part-time, consulting, or other basis not terminable on less than thirty (30) days notice without penalty or cost, (H) agreements under which it has advanced or loaned any amount in excess of $10,000 to any of the employees or affiliates its Subsidiaries of Parentsoftware, except for reimbursable business expenses (as determined in accordance with Parent's established employee reimbursement policies and consistent with past practices), (I) agreements for the purchase or receipt of materials, software, supplies, goods, services, equipment or other assets that provide provides for either (A) annual or aggregate payments by Parent to the Company or its Subsidiaries of $100,000 250,000 or more or (other than Hydrocarbon Agreements)B) aggregate payments to the Company and the Subsidiaries of $250,000 or more; (iv) any material partnership, (J) salesjoint venture, development, alliance, agency, dealer, sales representative, marketing, distribution, vendor original equipment manufacturer, value added reseller, remarketer, joint marketing, channel partner or other similar agreements agreement or arrangements providing for the salearrangement; (v) any agreement, transfer contract or barter by Parent or its Subsidiaries of materials, supplies, goods, services, equipment, or other assets that provide for either annual or aggregate payments to Parent of $100,000 or more (other than Hydrocarbon Agreements), (K) agreements or term sheets commitment relating to the acquisition or disposition of any business or assets of Parent (whether by merger, sale of stock, sale of assets or otherwise), excluding documentation ; (vi) any agreement relating to this Agreement indebtedness for borrowed money or the deferred purchase price of property (in either case, whether incurred, assumed, guaranteed or secured by any asset), except any such agreement with an aggregate outstanding principal amount not exceeding $250,000 and which may be prepaid on not more than 30 days notice without the payment of any penalty; (vii) except for end-user licenses granted to customers by the Company or its Subsidiaries in the ordinary course of business consistent with past practices, any material option (other than employee stock options), license or franchise; (viii) any software development agreement or other agreement for development or authorship of products and services for the Company or any of its Subsidiaries other than agreements with employees and consultants entered into by the Company or its Subsidiaries in the ordinary course of business; (ix) any agreement that limits the freedom of the Company or any Subsidiary to compete in any line of business or with any Person or in any geographic area or which would reasonably be expected to so limit the freedom of the Company or any Subsidiary after the Effective Time, including without limitation any agreements containing "most favored nations" or other similar clauses; (x) any mortgages, indentures, loans or credit agreements, security agreements or terms sheets in existence prior other written agreements or instruments relating to December 31the borrowing of money or extension of credit, 1998other than those mortgages, (L) Hydrocarbon Agreements and (M) indentures, loans or credit agreements, security agreements or other agreements which or instruments that are not, individually or in the aggregate, material to Parent the Company or any Subsidiary of the Company; (collectively xi) any material agreement with any Affiliate of the Company (or any Subsidiary), with any director or Officer of the Company or any of its Subsidiaries, or with any "associate" or any member of the "Parent Material Agreements")immediate family" (as such terms are respectively defined in Rules 12b-2 and 16a-1 of the ▇▇▇▇ ▇▇▇) of any such director or Officer; or (xii) any agreement with change in control or similar arrangements, that will result in any obligation (absolute or contingent) of the Company or any Subsidiary to make any payment as a result of the consummation of the Merger; or (xiii) any other agreement, commitment, arrangement or plan not made in the ordinary course of business that is material to the Company and its Subsidiaries, taken as a whole other than agreements with end user customers entered into in the ordinary course of business, involving annual payments to the Company and its Subsidiaries in excess of $250,000. (ii) Parent has delivered to the Company a true, complete and correct copy of each Parent Material Agreement. (iiib) Each Parent Material Agreement agreement, contract, instrument, plan, lease, arrangement or commitment disclosed or required to be disclosed pursuant to this Section 4.23 is in full force referred to as a "Scheduled Agreement" and effect, has not been modified or amended and constitutes the legal, is a valid and binding obligation agreement of Parent the Company or its Subsidiaries, as the case may be, enforceable and is in accordance full force and effect with its terms and will continue respect to be so on identical terms immediately following the consummation Company or any Subsidiary of the transactions contemplated by this Company. Except as set forth on Section 4.23(b) of the Company Disclosure Letter, none of the Company, any Subsidiary of the Company or, to the Knowledge of the Company, any other party to any Scheduled Agreement is in default, violation or breach in any material respect under the terms of any such Scheduled Agreement, and Parent or its Subsidiariesand, as to the case may beKnowledge of the Company, are not in default under any of such agreements, nor has any no event or circumstance has occurred that, with notice or lapse of time or both, would reasonably be expected to constitute any a material event of default by Parent thereunder. With respect to real property leases set forth on Section 4.23 of the Company Disclosure Letter: (i) there are no disputes, oral agreements or forbearance programs in effect as to the lease or sublease; (ii) the Company or any of its Subsidiaries has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold or subleasehold; (iii) to the Knowledge of the Company, all facilities leased or subleased thereunder have received all approvals of governmental authorities (including licenses and permits) required in connection with the operation thereof and been operated and maintained in accordance with applicable laws, rules and regulations; and (iv) all facilities leased or subleased thereunder are supplied with utilities and all other services necessary for the operation of the Company's or each of its Subsidiaries, ' business as the case may be. No other party to any of the Parent Material Agreements (A) is, to the knowledge of Parent, in default in the performance of any covenant or obligation currently conducted and as currently proposed to be performed by it pursuant to any such Parent Material conducted and for the operation of said facilities. True and complete copies of each Scheduled Agreement or (B) has given notice that it intends to terminate, or alter in any way adverse have been made available to Parent, its performance under such Parent Material Agreement.

Agreements, Contracts and Commitments. (ia) The Parent Except for Contracts filed as exhibits to Company SEC Documents pursuant to Item 601 of Regulation S-K and listed on the exhibit index to the Company’s annual report on Form 10-K for the fiscal year ended July 31, 2005 (“SEC Contracts”), or as disclosed in Section 4.12 of the Company’s Disclosure Schedule sets forth a trueLetter, complete and correct list of all neither the following agreements, arrangements or understandings, whether written or oral, to which Parent or Company nor any of its Subsidiaries is a partyparty to or bound by any Contract currently in effect and of the following nature (collectively, the “Company Material Contracts”): (i) Contracts, (Aother than Licensed Intellectual Property) agreements relating to indebtedness for borrowed money that involve the performance by the Company or any of its Subsidiaries of services of an amount or value (whether incurredas measured by the revenue derived therefrom during the fiscal year ended July 31, assumed, guaranteed, secured by any asset or otherwise2005) for amounts in excess of $1,000,0004 million annually, unless terminable by the Company or its Subsidiaries without material penalty; (ii) Contracts (A) for the sale of assets of the Company or any of its Subsidiaries involving aggregate consideration of $1 million or more (other than this Agreement and licenses of Products in the ordinary course of business), or (B) agreements for the lease grant to any Person of real any preferential rights to purchase any material amount of assets or personal property to any material asset of the Company or from any person of its Subsidiaries; (iii) Contracts for the acquisition, by merging or consolidating with, by purchasing an equity interest in or a portion of the assets of, any business or Person or assets of any Person (other than the purchase of equipment, inventories and supplies in the ordinary course of business consistent with lease payments in excess of $100,000 per year, past practice); (Civ) partnership Contracts (including loan agreements, joint venture agreements credit agreements, notes, bonds, mortgages or other similar agreements agreements, indentures or instruments) relating to similar Indebtedness of the Company or its Subsidiaries (excluding trade payables arising in the ordinary course of business arrangementsconsistent with past practice, intercompany indebtedness whether or not shown on the Company’s balance sheet as of January 31, 2006 included in the Company SEC Documents and immaterial leases for telephones, copy machines, facsimile machines and other office equipment); (Dv) confidentiality Contracts relating to material loans or noncompetition agreements advances (other than advances to employees in the ordinary course of business), or investments in, any Person (other than the Company or its Subsidiaries), or Contracts relating to the making of any such loans, advances or investments or any Contracts involving a sharing of profits (other than bonus arrangements with respect to confidentiality agreements employees entered into in the ordinary course of business for consistent with past practice); (vi) Contracts which create in writing a joint venture, partnership or similar arrangement (including any franchising agreement) which is material to the benefit of Parent's or its Subsidiaries' vendors or customers, (E) profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other plans or arrangements for the benefit of current or former employees or directors of Parent Company and its Subsidiaries, taken as a whole; (Fvii) collective bargaining Contracts relating to any material Company Permits; (viii) Contracts containing covenants purporting to materially restrict the Company or similar agreementsany of its Subsidiaries from competing with or otherwise legally or contractually restraining, limiting or impeding the Company’s or any of its Subsidiaries’ ability to compete with any Person or conduct any business or line of business; (Gix) agreements Contracts providing for exclusive arrangements between the employment Company or retention of any individual on a full-time, part-time, consulting, or other basis not terminable on less than thirty (30) days notice without penalty or cost, (H) agreements under which it has advanced or loaned any amount in excess of $10,000 to any of the employees Subsidiaries and any other Person to license, sublicense, sell, use or affiliates distribute any of Parentthe Products; (x) Contracts required to be disclosed under Item 404 of Regulation S-K under the Securities Act; and (xi) Contracts required to be filed under Item 601(b)(10) of Regulation S-K under the Securities Act. (b) Except as would not reasonably be expected to result, except for reimbursable business expenses (as determined individually or in accordance with Parent's established employee reimbursement policies and consistent with past practices)the aggregate, in a Company Material Adverse Effect, (Ii) agreements for neither the purchase or receipt of materials, software, supplies, goods, services, equipment or other assets that provide for either annual or aggregate payments by Parent Company nor any or its Subsidiaries of $100,000 or more (other than Hydrocarbon Agreements)is in breach under any Company Material Contract, (J) sales, distribution, vendor or other similar agreements or arrangements providing for the sale, transfer or barter by Parent or its Subsidiaries of materials, supplies, goods, services, equipment, or other assets that provide for either annual or aggregate payments to Parent of $100,000 or more (other than Hydrocarbon Agreements), (K) agreements or term sheets relating to the acquisition or disposition of any business or assets of Parent (whether by merger, sale of stock, sale of assets or otherwise), excluding documentation relating to this Agreement and agreements or terms sheets in existence prior to December 31, 1998, (L) Hydrocarbon Agreements and (M) other agreements which are material to Parent (collectively the "Parent Material Agreements"). (ii) Parent has delivered to the each Company a true, complete and correct copy of each Parent Material Agreement. (iii) Each Parent Material Agreement Contract is in full force and effect, has not been modified or amended and constitutes the legal, is a valid and binding obligation of Parent the Company or its Subsidiaries, as the case may be, enforceable in accordance with its terms and will continue to be so on identical terms immediately following the consummation Subsidiary of the transactions contemplated by this AgreementCompany party thereto and, and Parent or its Subsidiariesto the Company’s Knowledge, as the case may be, are not in default under any of such agreements, nor has any event or circumstance occurred that, with notice or lapse of time or both, would constitute any event of default by Parent or its Subsidiaries, as the case may be. No each other party thereto, except to any of the Parent Material Agreements extent that (A) isenforceability may be subject to or otherwise limited by applicable bankruptcy, to insolvency, or other similar laws, now or hereinafter in effect, affecting creditors’ rights generally or the knowledge remedy of Parentspecific performance, in default in the performance of any covenant or obligation to be performed by it pursuant to any such Parent Material Agreement or (B) has given notice that it intends specific performance and injunctive and other forms of equitable relief may be subject to terminate, or alter in equitable defenses and to the discretion of the court before which any way adverse to Parent, its performance under such Parent Material Agreementproceeding therefore may be brought.

Agreements, Contracts and Commitments. Except as set forth in Schedule 2.14, Zap Santa ▇▇▇▇ is not currently a party to nor is it currently bound by: (ia) The Parent Disclosure Schedule sets forth a trueany employment or consulting agreement, complete and correct list contract or commitment with any officer, director, employee or member of all the following agreementsZap Santa Cruz's Board of Directors, arrangements or understandings, whether written or oral, to which Parent or any of its Subsidiaries is a party, (A) agreements relating to indebtedness for borrowed money (whether incurred, assumed, guaranteed, secured by any asset or otherwise) for amounts in excess of $1,000,000, (B) agreements for the lease of real or personal property to or from any person with lease payments in excess of $100,000 per year, (C) partnership agreements, joint venture agreements or other similar agreements relating to similar business arrangements, (D) confidentiality or noncompetition agreements other than with respect to confidentiality agreements entered into in the ordinary course of business for the benefit of Parent's or its Subsidiaries' vendors or customers, those that are terminable by Zap Santa ▇▇▇▇ at will; (Eb) profit sharing, stock option, stock purchase, stock appreciationany bonus, deferred compensation, severancepension, profit sharing or retirement plans, or any other employee benefit plans or arrangements for the benefit of current arrangements; (c) any agreement or former employees plan, including, without limitation, any stock option plan, stock appreciation rights plan or directors of Parent and its Subsidiariesstock purchase plan, (F) collective bargaining or similar agreements, (G) agreements for the employment or retention of any individual on a full-time, part-time, consulting, or other basis not terminable on less than thirty (30) days notice without penalty or cost, (H) agreements under which it has advanced or loaned any amount in excess of $10,000 to any of the employees or affiliates benefits of Parent, except for reimbursable business expenses (as determined in accordance with Parent's established employee reimbursement policies and consistent with past practices), (I) agreements for the purchase or receipt of materials, software, supplies, goods, services, equipment or other assets that provide for either annual or aggregate payments by Parent or its Subsidiaries of $100,000 or more (other than Hydrocarbon Agreements), (J) sales, distribution, vendor or other similar agreements or arrangements providing for the sale, transfer or barter by Parent or its Subsidiaries of materials, supplies, goods, services, equipmentwhich will be increased, or other assets that provide for either annual or aggregate payments to Parent the vesting of $100,000 or more (other than Hydrocarbon Agreements)benefits of which will be accelerated, (K) agreements or term sheets relating to by the acquisition or disposition occurrence of any business or assets of Parent (whether by merger, sale of stock, sale of assets or otherwise), excluding documentation relating to this Agreement and agreements or terms sheets in existence prior to December 31, 1998, (L) Hydrocarbon Agreements and (M) other agreements which are material to Parent (collectively the "Parent Material Agreements"). (ii) Parent has delivered to the Company a true, complete and correct copy of each Parent Material Agreement. (iii) Each Parent Material Agreement is in full force and effect, has not been modified or amended and constitutes the legal, valid and binding obligation of Parent or its Subsidiaries, as the case may be, enforceable in accordance with its terms and will continue to be so on identical terms immediately following the consummation of the transactions contemplated by this Agreement; (d) any lease of personal property having a value individually in excess of $500; (e) any agreement of indemnification or guaranty; (f) any agreement, contract or commitment containing any covenant limiting in any respect the right of Zap Santa ▇▇▇▇ to engage in any line of business or to compete with any person or granting any exclusive distribution rights; (g) any agreement relating to capital expenditures and involving future payments in excess of $500; (h) any mortgages, indentures, 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 involving $500 or more in total payments; (j) any construction contracts; (k) any dealer, distribution, joint marketing (excluding joint marketing agreements: (i) involving financial obligations or liabilities to the Company; or (ii) that do not involve rights to sell Company Products to end-users), development, content provider, destination site or merchant agreement; (l) 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; (m) any settlement agreement entered into since the Company's initial incorporation; or (n) any other agreement that involves $500 in total payment or more or is not cancelable without penalty within thirty (30) days. Zap Santa ▇▇▇▇ has not, and Parent has not received notice that it has, breached, violated or its Subsidiariesdefaulted under, as the case may be, are not in default under any of such agreements, nor has any event or circumstance occurred that, with notice or lapse of time or both, would constitute any event of default by Parent or its Subsidiaries, as the case may be. No other party to any of the Parent Material Agreements (A) is, to the knowledge of Parent, in default in the performance terms or conditions of any covenant agreement, contract or obligation commitment required to be performed by it pursuant to any such Parent Material Agreement or (B) has given notice that it intends to terminate, or alter in any way adverse to Parent, its performance under such Parent Material Agreementset forth on Schedule 2.14.

Agreements, Contracts and Commitments. (i) The Parent Section 3.12 of the Company Disclosure Schedule Schedules sets forth a true, true and complete and correct list of all the following arrangements, agreements, arrangements or understandings, whether written or oral, to which Parent the Company or any of its Subsidiaries is a party, (Ai) any agreements relating to indebtedness for borrowed money (whether incurred, assumed, guaranteed, secured by any asset or otherwise) for amounts in excess of $1,000,000), (Bii) any agreements for the lease of real or personal property to or from any person with lease payments in excess of $100,000 per yearperson, (Ciii) any agreement concerning a partnership agreements, or joint venture agreements or other similar agreements relating to similar business arrangementsventure, (Div) any agreement concerning confidentiality or noncompetition agreements non-competition other than with respect to confidentiality agreements those entered into in the ordinary course of business for the benefit of Parentthe Company's or its Subsidiaries' vendors or customerspotential investors, (Ev) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other plans material plan or arrangements arrangement for the benefit of the current or former employees of the Company or directors any of Parent and its Subsidiaries, (Fvi) any collective bargaining or similar agreementsagreement, (Gvii) agreements any agreement for the employment or retention of any individual on a full-time, part-time, consulting, or other basis not terminable on less than thirty (30) 30 days notice without penalty or cost, (Hviii) agreements any agreement under which it has advanced or loaned any amount in excess of $10,000 1,000 to any of the employees or affiliates of Parent, except for reimbursable business expenses (as determined in accordance with Parent's established employee reimbursement policies and consistent with past practices)the Company or any of its Subsidiaries, (Iix) agreements any agreement providing for indemnification of or by the Company, (x) any agreement by the Company or any of its Subsidiaries providing products or services to any person for consideration other than cash or receiving consideration from any person in products or services in lieu of cash, (xi) any agreement for the purchase or receipt of materials, software, supplies, goods, services, equipment or other assets that provide providing for either annual or aggregate payments by Parent or the Company and its Subsidiaries of $100,000 or more more; (other than Hydrocarbon Agreements), (Jxii) any sales, distribution, vendor distribution or other similar agreements or arrangements agreement providing for the sale, transfer sale by the Company or barter by Parent or its Subsidiaries any Subsidiary of materials, supplies, goods, services, equipment, equipment or other assets that provide provides for either annual or aggregate payments to Parent by the Company and its Subsidiaries of $100,000 or more (other than Hydrocarbon Agreements)more, (Kxiii) agreements or term sheets any agreement relating to the acquisition or disposition of any business or assets of Parent (whether by merger, sale of stock, sale of assets or otherwise); (xiv) any option, excluding documentation relating license, franchise or similar agreement; (xv) any agency, dealer, sales representative, marketing or other similar agreement; (xvi) any agreement to this Agreement and provide service to any Subscriber other than the standard dial-up service contracts previously disclosed to Parent which individually or in the aggregate would be material; (xvii) any formal or informal partnership arrangement with any merchant or service or web content provider; (xviii) any agreement with any local exchange carrier, competitive local exchange carrier, competitive access provider or other telecommunications carrier; (xix) any collocation or other similar agreements; (xx) any peering, transit or other agreement with any Internet service provider, online company or similar entity; (xxi) any pole attachment agreements; (xxii) any programming agreements; (xxiii) any right of entry agreements; (xxiv) any bulk agreements or terms sheets in existence prior to December 31, 1998, (L) Hydrocarbon Agreements and (Mxxv) any other agreements which are agreement (or group of related agreements) material to Parent the Company or any of its Subsidiaries or disclosed, or required to be disclosed, in the Company SEC Reports (collectively such contracts and agreements, the "Parent Material Agreements"). (ii) Parent . The Company has delivered to the Company Parent a true, correct and complete and correct copy of each Parent written Material Agreement and a written summary setting forth the terms and conditions of each oral Material Agreement. (iii) Each Parent . Except as set forth in Section 3.12 of the Company Disclosure Schedules, all Material Agreement is in full force Agreements are valid, binding and effect, has not been modified or amended and constitutes the legal, valid and binding obligation of Parent or its Subsidiaries, as the case may be, enforceable in accordance with its their terms and will continue to be so on identical terms immediately following the consummation of the transactions contemplated by this Agreement, and Parent neither the Company or any of its Subsidiaries, as the case may be, Subsidiaries are not in default under any of such agreements, nor nor, to the best knowledge the Company, has any event or circumstance occurred that, with notice or lapse of time or both, would constitute any event of default by Parent the Company or any of its Subsidiaries, . Except as the case may be. No other party to any set forth in Section 3.12 of the Parent Company Disclosure Schedules, (i) all right of entry agreements have perpetual terms and (ii) none of the Material Agreements (A) is, contain any revenue sharing provisions and to the knowledge of Parent, in default in the performance of any covenant or obligation to be performed by it pursuant to extent any such Parent Material Agreement or (B) has given notice that it intends agreements contain such provisions, the schedule shall describe the revenue sharing information with respect to terminate, or alter in any way adverse to Parent, its performance under such Parent Material Agreementagreements.

Agreements, Contracts and Commitments. (ia) The Parent Disclosure Schedule sets forth a true, complete and correct list of all Neither the following agreements, arrangements or understandings, whether written or oral, to which Parent or Company nor any of its Subsidiaries is a party, party to or bound by: (Ai) agreements relating to indebtedness for borrowed money any lease or sublease (whether incurred, assumed, guaranteed, secured by any asset or otherwise) for amounts in excess of $1,000,000, (B) agreements for the lease of real or personal property to or from any person with lease payments in excess property) providing for annual rentals of $100,000 per year, 50,000 or more; (Cii) partnership agreements, joint venture agreements or other similar agreements relating to similar business arrangements, (D) confidentiality or noncompetition agreements other than with respect to confidentiality agreements entered into in the ordinary course of business for the benefit of Parent's or its Subsidiaries' vendors or customers, (E) profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other plans or arrangements for the benefit of current or former employees or directors of Parent and its Subsidiaries, (F) collective bargaining or similar agreements, (G) agreements for the employment or retention of any individual on a full-time, part-time, consulting, or other basis not terminable on less than thirty (30) days notice without penalty or cost, (H) agreements under which it has advanced or loaned any amount in excess of $10,000 to any of the employees or affiliates of Parent, except for reimbursable business expenses (as determined in accordance with Parent's established employee reimbursement policies and consistent with past practices), (I) agreements agreement for the purchase or receipt license of technology, materials, softwaresupplies, goods, services, equipment or other tangible or intangible assets that provides for either (A) annual payments by the Company or its Subsidiaries of $50,000 or more to be made after the date of this Agreement or (B) aggregate payments by the Company or its Subsidiaries of $50,000 or more to be made after the date of this Agreement; (iii) any license, sales, distribution or other similar agreement providing for the sale or license by the Company or any of its Subsidiaries of technology, materials, supplies, goods, services, equipment or other assets that provide provides for either (A) annual or aggregate payments by Parent to the Company or its Subsidiaries of $100,000 50,000 or more or (other than Hydrocarbon Agreements)B) aggregate payments to the Company and the Subsidiaries of $50,000 or more; (iv) any partnership, (J) sales, distribution, vendor joint venture or other similar agreements agreement or arrangements providing for the salearrangement; (v) any agreement, transfer contract or barter by Parent or its Subsidiaries of materials, supplies, goods, services, equipment, or other assets that provide for either annual or aggregate payments to Parent of $100,000 or more (other than Hydrocarbon Agreements), (K) agreements or term sheets commitment relating to the acquisition or disposition of any business or assets of Parent (whether by merger, sale of stock, sale of assets or otherwise); (vi) any agreement relating to indebtedness for borrowed money or the deferred purchase price of property (in either case, excluding documentation relating whether incurred, assumed, guaranteed or secured by any asset), except any such agreement with an aggregate outstanding principal amount not exceeding $50,000 and which may be prepaid on not more than thirty (30) days’ notice without the payment of any penalty; (vii) except for agreements with customers by the Company or its Subsidiaries in the ordinary course of business consistent with past practices, any option (other than employee stock options), license, franchise or similar agreement; (viii) any alliance, agency, dealer, sales representative, marketing, distribution, original equipment manufacturer, remarketer, joint marketing, channel partner or other similar agreement; (ix) any development or collaboration agreement or other agreement for development of products and services for the Company or any of its Subsidiaries; (x) any agreement that limits the freedom of the Company or any Subsidiary to compete in any line of business or with any Person or in any area or which could reasonably be expected to so limit the freedom of the Company or any Affiliate after the Effective Time; (xi) any agreement with any Affiliate of the Company (or any Subsidiary), with any director or officer of the Company or any of its Subsidiaries, or, to the Knowledge of the Company with any “associate” or any member of the “immediate family” (as such terms are respectively defined in Rules 12b-2 and 16a-1 of the ▇▇▇▇ ▇▇▇) of any such director or officer; (xii) any employment or consulting agreement, contract or commitment with an employee or individual consultant or salesperson or consulting or sales agreement with a firm or other organization; (xiii) any employment or consulting agreement or any agreement with severance, change in control or similar arrangements, that will result in any obligation (absolute or contingent) of the Company or any Subsidiary to make any payment as a result of the transactions contemplated by this Agreement, termination of employment or both; (xiv) any agreement or plan, including, without limitation, any stock option plan, stock appreciation 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; or (xv) any other agreement, commitment, arrangement or plan not made in the ordinary course of business that is material to the Company and its Subsidiaries, taken as a whole, including without limitation, any agreement involving annual payments by any customer to the Company and its Subsidiaries in excess of $75,000. (b) Each agreement, contract, plan, lease, arrangement or commitment disclosed in any Schedule to this Agreement and agreements or terms sheets in existence prior required to December 31be disclosed pursuant to this Section (each, 1998, (La “Material Contract”) Hydrocarbon Agreements and (M) other agreements which are material to Parent (collectively the "Parent Material Agreements"). (ii) Parent has delivered to the Company is a true, complete and correct copy of each Parent Material Agreement. (iii) Each Parent Material Agreement is in full force and effect, has not been modified or amended and constitutes the legal, valid and binding obligation agreement of Parent the Company or its Subsidiaries, as the case may be, enforceable subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws relating to or affecting creditors’ rights generally and to general principles of equity (regardless of whether enforcement is considered in accordance a proceeding in equity or at law), and is in full force and effect with its terms and will continue respect to be so on identical terms immediately following the consummation Company or any Subsidiary of the transactions contemplated by this AgreementCompany and, to the Knowledge of the Company, each other party thereto, and Parent or its Subsidiariesnone of the Company, as any Subsidiary of the case may beCompany or, are not to the Knowledge of the Company, any other party thereto is in default or breach in any material respect under the terms of any such agreement, contract, plan, lease, arrangement or commitment, and, to the Knowledge of such agreementsthe Company, nor has any no event or circumstance has occurred that, with notice or lapse of time or both, would reasonably be expected to constitute any event of default by Parent thereunder. True and complete copies of each such agreement, contract, plan, lease, arrangement or its Subsidiariescommitment have been made available to Parent. (c) To the Knowledge of the Company, as of the case may bedate of this Agreement, no person is renegotiating, or has a right (absent any default or breach of a Material Contract) pursuant to the terms of any Material Contract to renegotiate, any material amount paid or payable to the Company under any Material Contract or any other material term or provision of any Material Contract. No other party As of the date of this Agreement, the Company has not received any written or verbal indication of an intention to terminate any of the Material Contracts by any of the parties to any of the Parent Material Agreements (A) is, to the knowledge of Parent, in default in the performance of any covenant or obligation to be performed by it pursuant to any such Parent Material Agreement or (B) has given notice that it intends to terminate, or alter in any way adverse to Parent, its performance under such Parent Material Agreement.Material

Agreements, Contracts and Commitments. (ia) The Parent applicable subpart of Section 3.11(a) of the Company Disclosure Schedule sets forth a true, complete and correct list all of all the following agreements, arrangements or understandings, whether written or oral, Contracts to which Parent the Company or its Subsidiaries are a party or by which it or any of its assets is bound (collectively, with the Real Property Leases, the “Company Material Contracts”): (i) Contracts entered into within the last three (3) years or otherwise having executory obligations on the part of the Company or its Subsidiaries is a party, and relating to the acquisition or disposition by the Company or its Subsidiaries of: (A) agreements relating to indebtedness for borrowed money any business, real property or business segment (whether incurredby merger, assumedconsolidation or other business combination, guaranteed, secured by any asset sale of assets or otherwise) for amounts in excess or the capital stock of $1,000,000any Person, (B) agreements for any of the lease assets of real the Company or personal property to or from any person with lease payments in excess of $100,000 per year, its Subsidiaries (C) partnership agreements, joint venture agreements or other similar agreements relating to similar business arrangements, (D) confidentiality or noncompetition agreements other than with respect to confidentiality agreements entered into sales of inventory or the disposition of obsolete equipment, in each case in the ordinary course of business) for consideration in excess of $25,000; (ii) Contracts relating to the incurrence, assumption or guarantee of any debt; (iii) any other Contracts (or groups of related Contracts) that are not terminable by the Company or any other Subsidiary without penalty on notice of sixty (60) days or less, which involve the expenditure or receipt of more than $50,000 annually or more than $150,000 over the remaining term; (iv) Contracts that contain a change of control or other similar provision; (v) Contracts restricting the ability of the Company or any Subsidiary to operate or compete in any business for or with any Person or in any geographic area during any period of time; (vi) Contracts that require the benefit of Parent's Company or its Subsidiaries' vendors Subsidiaries to purchase minimum quantities (or customerspay any amount for failure to purchase any specific quantities) of goods or services, comply with “take or pay” arrangements, deal with any Person on an exclusive basis, or provide “most favored nations” or similar pricing to any Person; (Evii) profit sharingContracts that require the Company or any Subsidiary to indemnify or hold harmless any other Person (other than obligations of the Company or its Subsidiaries to indemnify its customers against third party intellectual property claims contained in the Company Form License Agreements); (viii) Contracts that provide for any partnership, joint venture, strategic alliance, teaming or similar arrangement; (ix) Contracts that provide for or relate to any employment or consulting relationship with any Person (other than at-will arrangements), including any stock option, stock purchase, stock appreciation, deferred compensation, severance, severance of other similar equity or other plans equity-like plan or arrangements for the benefit of arrangement involving current or former employees directors, managers, stockholders, officers, or directors of Parent and its Subsidiaries, employees; (Fx) collective bargaining Contracts under which the Company or similar agreements, (G) agreements for the employment any Subsidiary grants or retention is granted a license of any individual on a full-time, part-time, consulting, or other basis not terminable on less than thirty (30) days notice without penalty or cost, (H) agreements under which it has advanced or loaned any amount in excess of $10,000 to any of the employees or affiliates of Parent, except for reimbursable business expenses (as determined in accordance with Parent's established employee reimbursement policies and consistent with past practices), (I) agreements for the purchase or receipt of materials, software, supplies, goods, services, equipment or other assets that provide for either annual or aggregate payments by Parent or its Subsidiaries of $100,000 or more Intellectual Property (other than Hydrocarbon Agreements), (J) sales, distribution, vendor or other similar agreements or arrangements providing for the sale, transfer or barter by Parent or its Subsidiaries of materials, supplies, goods, services, equipment, or other assets that provide for either annual or aggregate payments to Parent of $100,000 or more (other than Hydrocarbon Agreements), (K) agreements or term sheets relating to the acquisition or disposition of any business or assets of Parent (whether by merger, sale of stock, sale of assets or otherwise), excluding documentation relating to this Agreement and agreements or terms sheets in existence prior to December 31, 1998, (L) Hydrocarbon Company Form License Agreements and (M) other agreements which are material to Parent (collectively the "Parent Material Agreements"). (ii) Parent has delivered licenses to the Company a true, complete and correct copy of each Parent Material Agreement. (iii) Each Parent Material Agreement is in full force and effect, has not been modified or amended and constitutes the legal, valid and binding obligation of Parent or its Subsidiaries, as applicable, of commercially available software for total consideration of less than $15,000); (xi) Contracts with any Governmental Authority, including any settlement, conciliation or similar agreements with any Governmental Authority; (xii) Contracts granting a power of attorney; (xiii) Contracts relating to the case may be, enforceable in accordance with its terms and will continue to be so on identical terms immediately following the consummation sales or distributions of the transactions contemplated by this Agreement, and Parent Company’s or its SubsidiariesSubsidiary’s products or services (excluding purchase and sales orders entered into in the ordinary course of business and Company Form License Agreements); and (xiv) Contracts that are otherwise material to the business, operations or financial condition of the Company or its Subsidiaries and is outside the Company’s or its Subsidiary’s ordinary course of business; (b) True, correct and complete copies of all Material Contracts as currently in effect have previously been delivered to Fresh Vine. To the case may beKnowledge of the Company, are not in default no other party to a Material Contract has breached, violated or defaulted under any of such agreements, nor has any event or Material Contract and no circumstance occurred exists that, with notice or lapse of time or bothboth (including the Company Merger), would constitute any event of a default by Parent or its Subsidiaries, as the case may beany party. No other party to any Section 3.11(b) of the Parent Company Disclosure Schedule sets forth summaries containing the terms of all oral Material Agreements (A) is, to the knowledge of Parent, in default in the performance of any covenant or obligation to be performed by it pursuant to any such Parent Material Agreement or (B) has given notice that it intends to terminate, or alter in any way adverse to Parent, its performance under such Parent Material AgreementContracts.

Agreements, Contracts and Commitments. (iSections 5.11(a) The Parent through 5.11(x) of the Disclosure Schedule sets forth Schedule, respectively, contain a true, true and complete and correct list as of the date hereof of all Contracts and other documents of the following agreementstypes, arrangements or understandings, whether written or oral, to which Parent the Company is a party or by which the business or any of its Subsidiaries is a partythe assets of the Company are bound as of the date hereof (true and complete copies, or if none, written descriptions, of which have been provided or made available to CompuCom, together with all exhibits, amendments or modifications thereto): (Aa) all notes, loans, credit agreements, letters of credit, mortgages, guarantees, surety or indemnification agreements, indentures, security agreements relating to indebtedness for borrowed money (whether incurred, assumed, guaranteed, secured by any asset or otherwise) for amounts and other Contracts and instruments in an amount in excess of $1,000,00025,000 annually (i) relating to the borrowing of money by or on behalf of, or the extension of credit to, the Company, (Bii) agreements evidencing any Indebtedness or other liabilities of the Company or the guarantee by the Company of the Indebtedness or other liabilities of any other Person, or (iii) evidencing any keep-well or similar obligations of the Company with respect to any other Person; (b) all Contracts or other instruments (excluding real property leases or subleases) evidencing, creating or suffering to exist any Liens of any kind on the properties and assets of the Company; (c) all material licenses or permits from any Tribunal required to conduct the business of the Company as presently conducted; (d) all employment, agency, consultation, severance and collective bargaining Contracts, including, without limitation, Contracts to employ, and other Contracts with, (i) any present officer, director, employee, agent, consultant or other similar representative of the Company or (ii) any former officer, director, employee, agent, consultant or similar representative of the Company that left the employ or engagement of the Company within the preceding 12 months to whom the Company has any continuing payment obligations; (e) all sales, agency, representatives, broker, finders, franchise, dealers or distributorship Contracts; (f) all Contracts, orders or commitments for the lease purchase by the Company of real raw materials, supplies, finished products or personal property to any other properties and assets in an amount exceeding $5,000; (g) all Contracts, orders or from any person with lease payments commitments in an amount in excess of $100,000 per year50,000 annually for the disposition of or license, sale or lease to customers or any other Persons of products or services (Cincluding, without limitation, any item of Software and any related maintenance or support services) partnership agreementsor any other properties or assets of the Company, joint venture agreements with specific designation of those Contracts, orders or other commitments that are not evidenced by form Contracts previously provided to CompuCom; (h) all noncompetition, nondisclosure, confidentiality and similar agreements relating to similar business arrangementsContracts, (D) confidentiality or noncompetition agreements other than with respect to confidentiality agreements those that were entered into in the ordinary course of business consistent with past practice and that do not contain any covenant, provision or obligation limiting in any manner whatsoever (whether during any particular period of time from and after the Closing Date, in certain geographic areas or otherwise) the ability of (i) the Company, or to the Knowledge of the Company any of the employees of the Company, to engage in any line of business, to compete with any Person or to obtain from, or provide to, any Person any products or services or (ii) any Person to compete with or provide products or services to the Company; (i) all Contracts or commitments in an amount in excess of $50,000 annually that provide for the benefit provision of Parent's or its Subsidiaries' vendors or customers, (E) profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severanceany goods, or other plans or arrangements for the benefit of current or former employees or directors of Parent and its Subsidiaries, (F) collective bargaining or similar agreements, (G) agreements for the employment or retention rendition of any individual on a full-timeservices, part-time, consulting, or other basis to the Company and that are not terminable on notice of 30 days or less than thirty (30) days notice without penalty or costpremium other than customary maintenance agreements relating to computer equipment or Software used by the Company, the terms of which contain no liabilities (Hother than to pay for the maintenance services) agreements under which it has advanced or loaned any material obligations; (j) all Contracts or commitments for capital expenditures relating to the business of the Company in an amount in excess of $10,000 to for any single item; (k) all partnership, joint venture, profit sharing or similar Contracts; (l) all leases or subleases of real property used in the employees Company's business, operations and affairs, and all other leases, subleases or affiliates rental or use Contracts that involve a consideration or expenditure of Parent, except for reimbursable business expenses (as determined in accordance with Parent's established employee reimbursement policies and consistent with past practices), (I) agreements more than $5,000 for the purchase entire term thereof; (m) all Contracts or receipt arrangements (including, without limitation, those relating to allocations of materialsexpenses, software, supplies, goodspersonnel, services, equipment or other assets facilities) between or among the Company on the one hand and any Affiliates of the Company on the other; (n) all Contracts or commitments that provide involve a consideration or expenditure of more than $50,000 for either annual the entire term thereof; (o) all Contracts pursuant to which the Company may have granted, or aggregate payments by Parent agreed to grant, to another Person exclusive rights with respect to any goods or its Subsidiaries services, items of $100,000 Software or more territory; (other than Hydrocarbon Agreementsp) all outstanding proxies, powers of attorney or similar delegations of authority of the Company; (q) all Contracts pursuant to which the Company may have granted, or agreed to grant (whether or not any requirement such as the giving of notice, the lapse of time or the happening of any further condition, event or act has been satisfied), to another Person the right to sublicense or transfer any Software; (Jr) sales, distribution, vendor all Contracts pursuant to which the Company or other similar agreements or arrangements providing for the sale, transfer or barter by Parent or any of its Subsidiaries of materials, supplies, goods, services, equipmentAffiliates may have delivered to another Person, or other assets that provide for either annual granted or aggregate payments agreed to Parent grant (whether or not any requirement such as the giving of $100,000 notice, the lapse of time or more the happening of any further condition, event or act has been satisfied) to another Person the rights to obtain, any source code to any Software (other than Hydrocarbon Agreementsincluding, without limitation, any source code escrow Contract); (s) all Contracts pursuant to which the Company or any of its Affiliates may have delivered to another Person, or granted or agreed to grant (Kwhether or not any requirement such as the giving of notice, the lapse of time or the happening of any further condition, event or act has been satisfied) agreements to another Person the rights to obtain, any Software "keys" allowing access to additional modules or term sheets relating programs of any Software; (t) all performance bonds posted by the Company or any of its Affiliates; (u) [this paragraph intentionally left blank]; (v) to the acquisition or disposition extent not required to be disclosed elsewhere in this Section 5.11, all material Contracts not entered into in the ordinary course of any business or assets of Parent consistent with past practice; (whether by mergerw) to the extent not required to be disclosed elsewhere in this Section 5.11, sale of stock, sale of assets or otherwise), excluding documentation relating to this Agreement and agreements or terms sheets in existence prior to December 31, 1998, (L) Hydrocarbon Agreements and (M) other agreements which all Contracts that are material to Parent (collectively the "Parent Material Agreements").Company; and (iix) Parent has delivered to all Contracts and commitments requiring the Consent of, or the waiver by, any suppliers, distributors, customers, licensees, licensors, insurers or other Persons in connection with the execution, delivery and performance of this Agreement by the Company a true, complete and correct copy the consummation of each Parent Material Agreement. (iii) the transactions contemplated hereby on the part of the Company. Each Parent Material Agreement Contract disclosed or required to be disclosed pursuant to any clause of Section 5.11 is in full force and effect, has not been modified or amended and constitutes the a legal, valid and binding obligation of Parent or its Subsidiariesthe Company and, as to the case may beKnowledge of the Company, the other parties thereto, and is enforceable against each of them in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws or by general equitable principles. Except for obtaining the Consents required under any of the Contracts set forth in Section 5.11(x) of the Disclosure Schedule, the terms of each such Contract allow the succession of the Company by the Surviving Corporation as party thereto (and at the Effective Time, the Surviving Corporation will continue so succeed the Company) pursuant to the transactions contemplated hereby without requiring any payment to any Person or any waiting period, payment of any charge, fee or expense or any notice to any Person, including, without limitation, any transfer fee, relicensing fee or other fee with respect to Software. Except in the case of any Contracts as to which Consent is required as disclosed in Section 5.11(x) of the Disclosure Schedule, the enforceability of each Contract disclosed or required to be so on identical terms immediately following disclosed pursuant to any clause of Section 5.11, and the enjoyment of all the rights and benefits thereunder, will not be affected in any manner by the execution and delivery of this Agreement, the performance by the parties of their obligations hereunder and the consummation of the transactions contemplated hereby. Except as set forth in Section 5.17 of the Disclosure Schedule, neither the Company nor, to the Knowledge of the Company, any other party to any such Contract is in breach or default thereunder, no notice of default, defense, offset, counterclaim, termination, cancellation or acceleration has been received by this Agreementany party thereto in connection therewith and, and Parent to the Knowledge of the Company, no event has occurred that would constitute a breach, violation or its Subsidiariesdefault or give rise to any right of offset, as the case may becounterclaim, are not in default under any of such agreementstermination, nor has any event cancellation or circumstance occurred that, acceleration thereunder (with or without notice or lapse of time or both, would constitute ). The Company does not have any event present expectation or intention of default by Parent or not fully performing any such Contract substantially in accordance with its Subsidiaries, as the case may beterms. No other party to The Company does not have any of the Parent Material Agreements (A) is, to the knowledge of Parent, in default in the performance Knowledge of any covenant threat to cancel, or obligation not to be performed renew or extend, any such Contract by it pursuant any party thereto. There are no material disputes with respect to any such Parent Material Agreement or (B) has given notice that it intends to terminate, or alter in any way adverse to Parent, its performance under such Parent Material AgreementContract.

Agreements, Contracts and Commitments. (i) The Parent Disclosure Except as contemplated by this Agreement or as set forth on Schedule sets forth a true3.11, complete and correct list of all neither Almo nor the following agreements, arrangements Sellers currently has or understandings, whether written or oral, to which Parent or any of its Subsidiaries is a partyparty to, (A) agreements relating to indebtedness for borrowed money (whether incurred, assumed, guaranteed, secured or bound by any asset or otherwise) for amounts in excess of $1,000,000, (B) agreements for the lease of real or personal property to or from any person with lease payments in excess of $100,000 per year, (C) partnership agreements, joint venture agreements or other similar agreements relating to similar business arrangements, (D) confidentiality or noncompetition agreements other than with respect to confidentiality any Acquired Asset or Key Employee (as defined in Section 3.4(i) hereof): (a) any collective bargaining agreements; (b) any agreements entered into in the ordinary course of business for the benefit of Parent's or its Subsidiaries' vendors arrangements that contain any severance pay or customers, post-employment liabilities or obligations; (Ec) profit sharing, any stock option, stock purchase, stock appreciation, bonus, deferred compensation, pension, severance, profit sharing or retirement plans, or any other employee benefit plans or arrangements arrangements; (d) any agreement, contract, or commitment relating to the disposition or acquisition of assets or any interest in any business enterprise except in the ordinary course of business; (e) any employment or consulting agreement with an employee or individual consultant or salesperson or consulting or sales agreement; (f) any agreement (or group of related agreements) for the benefit lease of current personal property to or former employees from any person or directors entity having a value individually in excess of Parent $10,000; (g) any agreement of indemnification or guaranty; (h) any agreement entered otherwise than in the ordinary course of business; (i) to Almo and its Subsidiariesthe Sellers' knowledge, any agreement that is likely to result in a loss in excess of $25,000 on completion of performance; (Fj) collective bargaining any agreement (or similar group of related agreements) containing any covenant limiting the freedom of Almo or the Sellers to engage in any line of business or to compete with any person or entity that could reasonably be expected to impair or encumber the Acquired Assets (including, without limitation, any restrictions on the marketing, license, and distribution of the Seller Registered Intellectual Property); (Gk) agreements for the employment any agreement (or retention group of related agreements) relating to capital expenditures and involving future payments in excess of $15,000; (l) any individual on a full-time, part-time, consulting, agreement (or other basis not terminable on less than thirty (30group of related agreements) days notice without penalty or cost, (H) agreements under which it payment in excess of $1,000 has already been received by Almo or the Sellers (whether in whole or in part) but which requires the performance of services after the Closing Date, except for credit balances included in Schedule 1.2(b); (m) any fidelity or surety bond or completion bond; (n) any agreement pursuant to which Almo or the Sellers have advanced or loaned any amount to any director, officer, employee, or consultant other than business travel advances in the ordinary course of business; (o) any mortgages, indentures, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money by Almo or the Sellers or extension of credit to Almo or the Sellers exclusive of routine trade payables, involving obligations in excess of $10,000 to 5,000 or under which Almo or the Sellers have imposed any lien on any of the employees Acquired Assets; (p) any purchase order or affiliates of Parent, except for reimbursable business expenses (as determined in accordance with Parent's established employee reimbursement policies and consistent with past practices), (I) agreements contract for the purchase of materials (excluding capital expenditures) involving $15,000 or receipt of materialsmore; (q) any agreement concerning confidentiality, softwareexcept in the ordinary course; (r) any construction contracts; (s) any distribution, suppliesjoint marketing, goodsdevelopment, servicesor partnership or joint venture agreement; (t) any agreement pursuant to which Almo or the Sellers has granted, equipment or may grant in the future, to any party a source-code license or option or other assets right to use or acquire source-code; or (u) any other agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) that provide for either annual or aggregate payments by Parent or its Subsidiaries involves payment of $100,000 10,000 or more (other than Hydrocarbon Agreements), (J) sales, distribution, vendor or other similar agreements or arrangements providing for the sale, transfer or barter by Parent or its Subsidiaries of materials, supplies, goods, services, equipment, or other assets that provide for either annual or aggregate payments to Parent of $100,000 or more (other than Hydrocarbon Agreements), (K) agreements or term sheets relating to the acquisition or disposition of any business or assets of Parent (whether by merger, sale of stock, sale of assets or otherwise), excluding documentation relating to this Agreement and agreements or terms sheets in existence prior to December 31, 1998, (L) Hydrocarbon Agreements and (M) other agreements which are material to Parent (collectively the "Parent Material Agreements")more. (ii) Parent has delivered to the Company a true, complete and correct copy of each Parent Material Agreement. (iii) Each Parent Material Agreement is in full force and effect, has not been modified or amended and constitutes the legal, valid and binding obligation of Parent or its Subsidiaries, as the case may be, enforceable in accordance with its terms and will continue to be so on identical terms immediately following the consummation of the transactions contemplated by this Agreement, and Parent or its Subsidiaries, as the case may be, are not in default under any of such agreements, nor has any event or circumstance occurred that, with notice or lapse of time or both, would constitute any event of default by Parent or its Subsidiaries, as the case may be. No other party to any of the Parent Material Agreements (A) is, to the knowledge of Parent, in default in the performance of any covenant or obligation to be performed by it pursuant to any such Parent Material Agreement or (B) has given notice that it intends to terminate, or alter in any way adverse to Parent, its performance under such Parent Material Agreement.

Agreements, Contracts and Commitments. (i) The Parent Except as set forth in SECTION 2.15 of the Disclosure Schedule sets forth (specifying the appropriate subparagraph), the Company is not a trueparty to, complete and correct list nor is it bound by any of all the following agreements(each, arrangements a "MATERIAL CONTRACT"): (a) any employment or understandingsconsulting agreement, whether written contract or oralcommitment with an employee or individual consultant or salesperson, to which Parent or any of its Subsidiaries is consulting or sales agreement, contract, or commitment with a party, (A) agreements relating to indebtedness firm or other organization providing for borrowed money (whether incurred, assumed, guaranteed, secured by any asset annual compensation or otherwise) for amounts remuneration with an aggregate value in excess of $1,000,000, 50,000; (Bb) agreements for the any fidelity or surety bond or completion bond; (c) any lease of real or personal property providing for annual payments by the Company of $75,000 or more and which is not cancelable or terminable without penalty with notice of 60 or fewer days; (d) any agreement of indemnification or guaranty (other than product warranties issued in the ordinary course of business consistent with past practice); (e) any agreement, contract or commitment relating to or from any person with lease capital expenditures and involving future payments in excess of $100,000 per year, (C) partnership agreements, joint venture agreements annually or other similar agreements relating to similar business arrangements, (D) confidentiality or noncompetition agreements other than with respect to confidentiality agreements entered into $500,000 in the ordinary course of business for the benefit of Parent's aggregate; (f) any agreement, contract or its Subsidiaries' vendors or customers, (E) profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other plans or arrangements for the benefit of current or former employees or directors of Parent and its Subsidiaries, (F) collective bargaining or similar agreements, (G) agreements for the employment or retention of any individual on a full-time, part-time, consulting, or other basis not terminable on less than thirty (30) days notice without penalty or cost, (H) agreements under which it has advanced or loaned any amount in excess of $10,000 to any of the employees or affiliates of Parent, except for reimbursable business expenses (as determined in accordance with Parent's established employee reimbursement policies and consistent with past practices), (I) agreements for the purchase or receipt of materials, software, supplies, goods, services, equipment or other assets that provide for either annual or aggregate payments by Parent or its Subsidiaries of $100,000 or more (other than Hydrocarbon Agreements), (J) sales, distribution, vendor or other similar agreements or arrangements providing for the sale, transfer or barter by Parent or its Subsidiaries of materials, supplies, goods, services, equipment, or other assets that provide for either annual or aggregate payments to Parent of $100,000 or more (other than Hydrocarbon Agreements), (K) agreements or term sheets commitment relating to the disposition or acquisition of assets or disposition of any interest in any business or assets of Parent enterprise (whether by merger, sale of stock, sale of assets or otherwise)) outside the ordinary course of the Company's business; (g) any mortgages, excluding documentation indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments relating to this Agreement and agreements the borrowing of money or terms sheets in existence prior to December 31, 1998, extension of credit providing for either (Li) Hydrocarbon Agreements and (M) other agreements which are material to Parent (collectively annual payments by the "Parent Material Agreements"). Company of $20,000 or more or (ii) Parent has delivered to aggregate payments by the Company a true, complete and correct copy of each Parent Material Agreement.$100,000 or more; (iiih) Each Parent Material Agreement is in full force any purchase order or contract for the purchase of materials involving either (i) annual payments by the Company of $25,000 or more or (ii) aggregate payments by the Company and effectthe Subsidiaries of $100,000 or more; (i) any agreement containing covenants or other obligations granting or containing any current or future commitments regarding exclusive rights, has not been modified non-competition, "most favored nations," restriction on the operation or amended and constitutes the legalscope of its businesses or operations, valid and binding obligation of Parent or its Subsidiariessimilar terms; (j) any joint venture agreement; (k) any dealer, as the case may bedistribution, enforceable in accordance with its terms and will continue to be so on identical terms immediately following the consummation marketing, development sales representative, original equipment manufacturer, manufacturing, value added, remarketer, reseller, or independent software vendor, or other agreement for use or distribution of the transactions contemplated products, technology or services of the Company providing for annual payments by this Agreementthe Company of $100,000 or more; (l) any agreement listed in SECTION 2.14(j) of the Disclosure Schedule or any agreement that is royalty bearing; or (m) any other agreement, contract or commitment that involves payments of $100,000 or more individually or $300,000 or more in the aggregate and Parent or its Subsidiaries, as the case may be, are is not in default under any of such agreements, nor has any event or circumstance occurred that, cancelable without penalty with notice or lapse of time or both, would constitute any event of default by Parent or its Subsidiaries, as the case may be. No other party to any of the Parent Material Agreements sixty (A60) is, to the knowledge of Parent, in default in the performance of any covenant or obligation to be performed by it pursuant to any such Parent Material Agreement or (B) has given notice that it intends to terminate, or alter in any way adverse to Parent, its performance under such Parent Material Agreementdays.

Agreements, Contracts and Commitments. (a) Neither the Company nor the Company Subsidiary is a party to or bound by: (i) The Parent Disclosure Schedule sets forth a true, complete and correct list of all the following agreements, arrangements any lease or understandings, whether written or oral, to which Parent or any of its Subsidiaries is a party, (A) agreements relating to indebtedness for borrowed money sublease (whether incurred, assumed, guaranteed, secured by any asset or otherwise) for amounts in excess of $1,000,000, (B) agreements for the lease of real or personal property to property); (ii) any agreement for the purchase or from any person with lease license of materials, supplies, goods, services, equipment or other tangible or intangible assets providing for either (A) annual payments in excess by the Company or the Company Subsidiary of $100,000 per year10,000 or more or (B) aggregate payments by the Company or the Company Subsidiary of $25,000 or more; (iii) any license, (C) partnership agreementssales, joint venture agreements distribution or other similar agreements relating to similar business arrangements, agreement (D) confidentiality or noncompetition agreements other than agreements with respect to confidentiality agreements end user customers entered into in the ordinary course of business business) providing for the benefit sale or license by the Company or any the Company Subsidiary of Parent's or its Subsidiaries' vendors or customerssoftware, (E) profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other plans or arrangements for the benefit of current or former employees or directors of Parent and its Subsidiaries, (F) collective bargaining or similar agreements, (G) agreements for the employment or retention of any individual on a full-time, part-time, consulting, or other basis not terminable on less than thirty (30) days notice without penalty or cost, (H) agreements under which it has advanced or loaned any amount in excess of $10,000 to any of the employees or affiliates of Parent, except for reimbursable business expenses (as determined in accordance with Parent's established employee reimbursement policies and consistent with past practices), (I) agreements for the purchase or receipt of materials, software, supplies, goods, services, equipment or other assets that provide provides for either (A) annual payments to the Company or the Company Subsidiary of $10,000 or more or (B) aggregate payments by Parent or its Subsidiaries to the Company and the Company Subsidiary of $100,000 25,000 or more more; (iv) any sales or similar agreement which entitles any customer to a rebate or right of set-off, to return any product to the Company after acceptance thereof or to delay the acceptance thereof, or which varies in any material respect from the Company’s standard form contracts (except for contracts which, individually or in the aggregate, are not material to the business of the Company or the Company Subsidiary); (v) any agreement with a supplier containing any provision permitting any party other than Hydrocarbon Agreementsthe Company or the Company Subsidiary to renegotiate the price or other terms, or containing any pay-back or other similar provision, upon the occurrence of a failure by the Company or the Company Subsidiary to meet its obligations under the agreement when due or the occurrence of any other event (except for contracts which, individually or in the aggregate, are not material to the business of the Company or the Company Subsidiary); (vi) any partnership, (J) salesjoint venture, alliance, agency, dealer, sales representative, marketing, distribution, vendor original equipment manufacturer, value added reseller, remarketer, joint marketing, channel partner or other similar agreements agreement or arrangements providing for the salearrangement; (vii) any agreement, transfer contract or barter by Parent or its Subsidiaries of materials, supplies, goods, services, equipment, or other assets that provide for either annual or aggregate payments to Parent of $100,000 or more (other than Hydrocarbon Agreements), (K) agreements or term sheets commitment relating to the acquisition or disposition of any business or assets of Parent (whether by merger, sale of stock, sale of assets or otherwise); (viii) any mortgages, excluding documentation indentures, loans or credit agreements, security agreements or other written agreements or instruments relating to this Agreement the borrowing of money or the extension of credit or the deferred purchase price of property (in any case, whether incurred, assumed, guaranteed or secured by any asset); (ix) any agreement under which the Company or the Company Subsidiary has advanced or agreed to advance money; (x) except for end-user licenses granted to customers by the Company or the Company Subsidiary in the ordinary course of business consistent with past practices, any material option (other than employee stock options), license or franchise; (xi) any software development agreement or other agreement for development or authorship of products and agreements services for the Company or the Company Subsidiary; (xii) any agreement that limits in any material respect the freedom of the Company or the Company Subsidiary to compete in any line of business or with any Person or in any geographic area or which could reasonably be expected to so limit the freedom of the Company or the Company Subsidiary after the Effective Time; (xiii) any agreement with any Affiliate of the Company (or the Company Subsidiary), with any director or officer of the Company or the Company Subsidiary, or with any “associate” or any member of the “immediate family” (as such terms sheets are respectively defined in existence prior to December 31, 1998, Rules 12b-2 and 16a-1 of the ▇▇▇▇ ▇▇▇) of any such director or officer; or (Lxiv) Hydrocarbon other than Employee Agreements and standard offer letters, 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; (Mxv) any agreement with severance, change in control or similar arrangements, that will result in any obligation (absolute or contingent) of the Company or the Company Subsidiary to make any payment as a result of the consummation of the Merger, termination of employment or both; (xvi) any agreement or plan, including, without limitation, any stock option plan, stock appreciation 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, as a result of the consummation of the Merger or the value of any of the benefits of which will be calculated on the basis of the Merger; or (xvii) any other agreements which are agreement, commitment, arrangement or plan not made in the ordinary course of business that is material to Parent (collectively the "Parent Material Agreements")Company and the Company Subsidiary, taken as a whole other than agreements with end user customers entered into in the ordinary course of business, involving annual payments to the Company and the Company Subsidiary in excess of $25,000. (iib) Parent has delivered Each agreement, contract, plan, lease, arrangement or commitment disclosed or required to the Company be disclosed pursuant to this Section 4.11 is referred to as a true, complete and correct copy of each Parent “Material Agreement. (iii) Each Parent Material Agreement ” and is in full force and effect, has not been modified or amended and constitutes the legal, a valid and binding obligation agreement of Parent the Company or its Subsidiariesthe Company Subsidiary, as the case may be, enforceable and is in accordance full force and effect with its terms and will continue respect to be so on identical terms immediately following the consummation Company or the Company Subsidiary and, to the Knowledge of the transactions contemplated by this Company, each other party thereto, and none of the Company, the Company Subsidiary or, to the Knowledge of the Company, any other party thereto is in default or breach in any material respect under the terms of any such Material Agreement, and Parent or its Subsidiariesand, as to the case may beKnowledge of the Company, are not in default under any of such agreements, nor has any no event or circumstance has occurred that, with notice or lapse of time or both, would reasonably be expected to constitute any a material event of default thereunder. Any “acceptance requirement”, “acceptance criteria” or other similar provision in any Material Agreement has been met by Parent the Company or its Subsidiariesthe Company Subsidiary, as the case may beapplicable. No other party to any The Company has no present expectation or intention of the Parent not fully performing all its respective material obligations under each such Material Agreements (A) isAgreement. True and complete copies of each such Material Agreement, to the knowledge of Parent, in default in the performance of any covenant or obligation to be performed by it pursuant to any such Parent Material Agreement or (B) has given notice that it intends to terminate, or alter in any way adverse have been made available to Parent, its performance under such Parent Material Agreement.

Agreements, Contracts and Commitments. (a) Except for this Agreement and the Contracts specifically identified on Section 2.12(d) of the Disclosure Schedule (with each of such Contracts specifically identified under subsection(s) of such Section 2.13 of the Disclosure Schedule that correspond to the Subsection or Subsections of this Section 2.13 of the Disclosure Schedule), the Company is not a party to or bound by any of the following Contracts, excluding, for the avoidance of doubt, any Company Employee Plans and Employee Agreements as disclosed in Section 2.20(a) of the Disclosure Schedule: (i) The Parent Disclosure Schedule sets forth a true, complete and correct list any fidelity or surety bond or completion bond; (ii) any lease of all the following agreements, arrangements any real property or understandings, whether written or oral, to which Parent or personal property; (iii) any of its Subsidiaries is a party, (A) agreements Contract relating to indebtedness for borrowed money (whether incurred, assumed, guaranteed, secured by any asset or otherwise) for amounts in excess of $1,000,000, (B) agreements for the lease of real or personal property to or from any person with lease capital expenditures and involving future payments in excess of $100,000 per year, (C) partnership agreements, joint venture agreements or other similar agreements relating to similar business arrangements, (D) confidentiality or noncompetition agreements other than with respect to confidentiality agreements entered into in the ordinary course of business for the benefit of Parent's or its Subsidiaries' vendors or customers, (E) profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other plans or arrangements for the benefit of current or former employees or directors of Parent and its Subsidiaries, (F) collective bargaining or similar agreements, (G) agreements for the employment or retention of any individual on a full-time, part-time, consulting, or other basis not terminable on less than thirty (30) days notice without penalty or cost, (H) agreements under which it has advanced or loaned any amount in excess of $10,000 25,000 individually or $100,000 in the aggregate, in each case in any fiscal year; (iv) any Contract relating to the disposition or acquisition of ownership of assets or any interest in any business enterprise outside the Ordinary Course of Business; (v) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments relating to the employees borrowing of money or affiliates extension of Parent, except for reimbursable business expenses credit or other Indebtedness; (as determined in accordance vi) any purchase order or Contract or group of related Contracts with Parent's established employee reimbursement policies and consistent with past practices), (I) agreements the same vendor or supplier for the purchase or receipt of materials, software, supplies, goods, services, tangible items of equipment or other assets that provide for either annual or aggregate payments by Parent or its Subsidiaries related services in any amount in excess of $100,000 in the aggregate, in any fiscal year, other than employee offer letters or more other Contracts for employment with individual consultants; (vii) any Inbound License; (viii) any Outbound License; (ix) any Contract with a Top Supplier; (x) any Contract with a Top Customer; (xi) any Contract with a Top Reseller; (xii) any confidentiality and non-disclosure agreements (whether the Company is the beneficiary or the obligated party thereunder), other than those confidentiality and non-disclosure agreements (whether the Company is the beneficiary or the obligated party thereunder) entered into the Ordinary Course of Business; (xiii) any Contract providing for “offshore” or outsourced development of any material items of Technology by, for or on behalf of the Company; (xiv) 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 those Contracts that (A) contain covenants of non-competition, rights of first refusal or negotiation, non-solicitation of customers, and exclusive dealings arrangements and (B) under which the Company is restricted from hiring or soliciting potential employees, consultants or independent contractors; (xv) any Contract with federal, state, city, county, parish, municipal or other Governmental Entities; (xvi) (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; (xvii) any agency, dealer, distribution, sales representative, remarketer, reseller, or other Contract for the distribution of Company Products (other than Hydrocarbon Agreementsagreements 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), ; (Jxviii) sales, distribution, vendor any Contract pursuant to which the Company is bound to or other has committed to provide any product or service to any third party on a most favored nation basis or similar agreements terms; (xix) any standstill or arrangements providing for similar agreement containing provisions prohibiting a third party from purchasing Equity Interests of the sale, transfer or barter by Parent or its Subsidiaries of materials, supplies, goods, services, equipment, or other assets that provide for either annual or aggregate payments to Parent of $100,000 or more (other than Hydrocarbon Agreements), (K) agreements or term sheets relating to the acquisition or disposition of any business Company or assets of Parent the Company or otherwise seeking to influence or exercise control over the Company; (xx) 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, sale consolidation, purchase of stock, sale purchase of assets assets, exclusive license or otherwise), excluding documentation relating or any Contract pursuant to which it has any material ownership interest in any other Person; (xxi) any agreement of indemnification with officers or directors of the Company; (xxii) 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 agreements the transactions contemplated hereby; (xxiii) any Contract or terms sheets other arrangement to settle any Legal Proceeding or to settle any threatened Legal Proceeding; and (xxiv) any other Contract or group of related Contracts with the same counterparty that have not been otherwise disclosed pursuant to this Section 2.13, that involves $100,000 in existence the aggregate or more, in any fiscal year. (b) For the purposes of this Agreement, each of the foregoing Contracts required to be disclosed pursuant to Sections 2.2, 2.10, 2.11, 2.12 (including, for the avoidance of doubt, each Contract entered into on a Standard Form Agreement), and 2.13 as well as any Contracts entered into subsequent to the Agreement Date and prior to December 31the Closing Date that would have been required to be disclosed pursuant to Sections 2.2, 19982.10, 2.11, 2.12 (L) Hydrocarbon Agreements including, for the avoidance of doubt, each Contract entered into on a Standard Form Agreement), and (M) other agreements which 2.13 if such Contract had been in effect as of the Closing Date, shall each be a “Material Contract” and collectively are material the “Material Contracts.” The Company has heretofore made available to Parent (collectively the "Parent 1) correct and complete copies of each written Material Agreements")Contract and (2) summaries of each oral Material Contract, together with any and all material amendments and supplements thereto and “side letters” and similar documentation relating thereto. (iic) Parent The Company has delivered 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 received written notice alleging it to be in material default in respect of, any Material Contract. Each of the Company a true, complete and correct copy of each Parent Material Agreement. (iii) Each Parent Material Agreement Contracts is in full force and effect, has not been modified subject only to the effect, if any, of applicable bankruptcy and other similar Laws affecting the rights of creditors generally and rules of Law governing specific performance, injunctive relief and other equitable remedies. There exists (x) no material default or amended and constitutes material event of default under any Material Contract by the legalCompany or, valid and binding to the Knowledge of the Company, any other party thereto, or (y) no event, occurrence, condition or act, with respect to the Company, or to the Knowledge of the Company, with respect to any other party to a Material Contract, that, with the giving of notice or the lapse of time would reasonably be expected to (i) become a material default or material 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, which default or remedy under any one of more Material Contracts, in the aggregate, would be material to the Company, (B) the right to a rebate, chargeback, refund, credit, penalty or change in delivery schedule under any one or more Material Contracts that, in each case or in the aggregate, would be material to the Company, (C) the right to accelerate the maturity or performance of any material obligation of Parent the Company under any Material Contract, or its Subsidiaries, as (D) the case may be, enforceable right to cancel (other than at the expiration of the term of any Contract in accordance with its terms and will continue terms), terminate or modify in any material respect any Material Contract. The Company has not received any written notice to be so on identical terms immediately following cancel or modify any Material Contract, which cancellation or modification of one or more Material Contracts, in the consummation of the transactions contemplated by this Agreement, and Parent or its Subsidiaries, as the case may be, are not in default under any of such agreements, nor has any event or circumstance occurred that, with notice or lapse of time or bothaggregate, would constitute any event of default by Parent or its Subsidiaries, as the case may be. No other party to any of the Parent Material Agreements (A) is, be material to the knowledge of Parent, in default in the performance of any covenant or obligation to be performed by it pursuant to any such Parent Material Agreement or (B) has given notice that it intends to terminate, or alter in any way adverse to Parent, its performance under such Parent Material AgreementCompany.

Agreements, Contracts and Commitments. (a) Schedule 2.19 (i) The Parent Disclosure Schedule sets forth a true, complete and correct list of all customers representing 5% or more of the Companies' revenues for the fiscal year ended December 31, 1998 and the interim period ended on the Balance Sheet Date (the "Material Customers"), and (ii) sets forth an accurate list and briefly describes the following agreements, arrangements or understandings, whether written or oral, contracts to which Parent the Companies are currently a party or by which either of them or any of its Subsidiaries their respective properties is a party, bound (the "Listed Agreements"): (A) agreements relating to indebtedness for borrowed money (whether incurredall customer contracts, assumed, guaranteed, secured other than purchase orders entered into by any asset or otherwise) for amounts either Company in excess the ordinary course of $1,000,000business, (B) agreements contracts with any labor organizations, (C) leases providing for the lease of real or personal property to or from any person with lease annual rental payments in excess of $100,000 per year, (C) partnership agreements, joint venture agreements or other similar agreements relating to similar business arrangements10,000, (D) confidentiality loan agreements, (E) pledge and security agreements, (F) financing agreements, (G) indemnity or noncompetition guaranty agreements other than with respect or obligations, (H) bonds, debentures and indentures, (I) notes, (J) mortgages, (K) joint venture, partnership or cost-sharing agreements, (L) options to confidentiality purchase real or personal property, (M) agreements entered into in relating to the purchase or sale by the Companies of assets or securities outside the ordinary course of business for the benefit of Parent's or its Subsidiaries' vendors or customersmore than $10,000, (EN) profit sharingagreements, stock optionwhich, stock purchaseby their terms, stock appreciation, deferred compensation, severance, or other plans or arrangements for require the benefit consent of current or former employees or directors any party thereto to the consummation of Parent and its Subsidiariesthe transactions contemplated hereby, (FO) collective bargaining voting trust agreements or similar stockholders' agreements, (GP) agreements providing for the employment purchase from a supplier of all or retention substantially all the requirements of the Companies of a particular product, material or service and (Q) any individual on a full-timeother contracts, part-timewarranties, consultingcommitments, or other basis not terminable on less than thirty (30) days notice without penalty or costunderstandings, (H) instruments and similar agreements under and arrangements which it has advanced or loaned any amount involve aggregate payments in excess of $10,000 to that cannot be canceled in 30 days' or less notice without penalty or premium or any of the employees continuing obligation or affiliates of Parent, except for reimbursable business expenses (as determined in accordance with Parent's established employee reimbursement policies and consistent with past practices), (I) agreements for the purchase or receipt of materials, software, supplies, goods, services, equipment or other assets that provide for either annual or aggregate payments by Parent or its Subsidiaries of $100,000 or more (other than Hydrocarbon Agreements), (J) sales, distribution, vendor or other similar agreements or arrangements providing for the sale, transfer or barter by Parent or its Subsidiaries of materials, supplies, goods, services, equipment, or other assets that provide for either annual or aggregate payments to Parent of $100,000 or more (other than Hydrocarbon Agreements), (K) agreements or term sheets relating liability. Prior to the acquisition or disposition date hereof, the Companies have made available to the Purchaser true, complete and correct copies and complete written descriptions of any business or assets of Parent (whether by mergerall the Listed Agreements. Except as set forth in Schedule 2.19, sale of stock, sale of assets or otherwise), excluding documentation relating to this Agreement and agreements or terms sheets in existence prior to since December 31, 1998, (Li) Hydrocarbon Agreements and (M) other agreements which none of the Companies have breached any material provision of, or are in default in any material to Parent (collectively respect under the "Parent Material Agreements"). (ii) Parent has delivered terms of any Listed Agreement and, to the Company a true, complete and correct copy of each Parent Material Agreement. (iii) Each Parent Material Agreement is in full force and effect, has not been modified or amended and constitutes the legal, valid and binding obligation of Parent or its Subsidiaries, as the case may be, enforceable in accordance with its terms and will continue to be so on identical terms immediately following the consummation knowledge of the transactions contemplated by this AgreementSeller and the Trusts, no event has occurred and Parent or its Subsidiariesno condition exists which, as the case may be, are not in default under any of such agreements, nor has any event or circumstance occurred that, with after notice or lapse of time or both, would constitute such a material default under the terms of any event of default such Listed Agreement by Parent any third party and (ii) no Material Customer has canceled or its Subsidiaries, as the case may be. No other party to any of the Parent Material Agreements (A) issubstantially reduced or, to the knowledge of Parentthe Seller and each Trust, is threatening to cancel or substantially reduce its purchases of the Companies' products or services. The Listed Agreements are in default full force and effect and constitute valid and binding agreements of the Companies and, to the knowledge of the Seller and the Trusts, the other parties thereto in accordance with their respective terms. (b) Except as set forth in Schedule 2.19, the Companies are not a party to any contracts that expressly provide for price redetermination or renegotiation (it being understood and agreed that the foregoing representation and warranty does not apply to purchase orders entered into in the performance ordinary course of business). Except to the extent set forth in Schedule 2.19, the Companies are not required to provide any bonding or other financial security arrangements in any material amount in connection with any transactions with any of its customers or suppliers. (c) Except as set forth in Schedule 2.19, to the knowledge of the Seller and the Trusts, neither the Companies, the Seller or the Trusts, nor any officer, employee, stockholder, director, representative or agent thereof is a party to any contract, arrangement, commitment or understanding among themselves or with any of the Companies' customers for the repurchase of products, sharing of fees, rebating of charges, bribes, kickbacks or other similar arrangements. (d) Except as set forth in Schedule 2.19, neither the Seller nor the Trusts have any knowledge of any covenant plan or obligation to be performed by it pursuant intention of any other party to any Listed Agreement to exercise any right to cancel or terminate that Listed Agreement, and neither the Seller nor the Trusts have any knowledge of any condition or state of facts which would justify the exercise of such Parent Material Agreement or (B) has given notice that it intends to terminate, or alter in any way adverse to Parent, its performance under such Parent Material Agreementa right.

Agreements, Contracts and Commitments. Except as identified in the Company Disclosure Schedule or listed in the Exhibit Index to the Company's Form 10-K for the year ended September 30, 1998 (the "Company 10-K"), neither the Company nor any of its Subsidiaries is a party to or is bound by: (a) any agreement, contract or contractually binding commitment containing any covenant materially limiting the freedom of the Company or any of its Subsidiaries to engage in any line of business or compete with any person; (b) any agreement, contract or contractually binding commitment relating to capital expenditures and involving future obligations in excess of $150,000 and not cancelable without penalty; (c) any agreement, contract or contractually binding commitment currently in force relating (i) The Parent Disclosure Schedule sets forth to the disposition or acquisition of assets material to the Company and its Subsidiaries, taken as a truewhole, complete not in the ordinary course of business or (ii) any ownership interest in any corporation, partnership, joint venture or other business enterprise (other than the Company's wholly-owned subsidiaries and correct list money market accounts and other short term investments); (d) any mortgages, indentures, loans or credit agreements or security agreements relating to assets material to the Company and its Subsidiaries, taken as a whole, or other agreements or instruments relating to the borrowing of all money or extension of credit involving more than $150,000; (e) any other agreement, contract, binding commitment or lease which requires annual payments by the following Company or any of its Subsidiaries of $150,000 or more in the aggregate and is not cancelable without penalty within thirty (30) days. (f) any consulting arrangements and contracts for professional, advisory and other services involving payments of more than $150,000 in any year, including contracts under which the Company or any of its Subsidiaries performs services for others; (g) any material contracts relating to the source or supply of gas, propane and other raw materials essential to the conduct of the business of the Company and its Subsidiaries, taken as a whole, and any financial derivatives master agreements, arrangements confirmations, or understandingsfutures account opening agreements and/or brokerage statements evidencing financial hedging or other trading activities with respect to the foregoing; (h) any contracts, whether written agreements or oralcontractually binding commitments relating to the employment, engagement, compensation or termination of directors, officers, employees or agents of the Company or any of its Subsidiaries not included under Plans (as defined in Section 2.14); (i) any collective bargaining agreements; (j) any agreement, contract or instrument (including amendments thereto) to which Parent the Company or any of its Subsidiaries is a party, party or by which any of them is bound that is required to be included in the Company 10-K; and (Ak) agreements relating to indebtedness for borrowed money (whether incurred, assumed, guaranteed, secured by any asset or otherwise) for amounts in excess of $1,000,000, (B) agreements for the lease of real or personal property to or from any person with lease payments in excess of $100,000 per year, (C) partnership agreements, joint venture agreements or other similar agreements relating to similar business arrangements, (D) confidentiality or noncompetition agreements contracts made other than with respect to confidentiality agreements entered into in the usual or ordinary course of business for of the benefit Company or any of Parent's its Subsidiaries to which the Company or any of its Subsidiaries' vendors Subsidiaries is a party or customers, (E) profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, under which the Company or other plans or arrangements for any of its Subsidiaries is obligated and material to the benefit of current or former employees or directors of Parent Company and its Subsidiaries, taken as a whole. Neither the Company nor any of its Subsidiaries, nor to the Company's knowledge any other party to a Company Contract (F) collective bargaining as defined below), has breached, violated or similar agreements, (G) agreements for the employment or retention of any individual on a full-time, part-time, consultingdefaulted under, or other basis not terminable on less than thirty (30) days received notice without penalty or cost, (H) agreements under which that it has advanced breached violated or loaned any amount in excess of $10,000 to defaulted under, any of the employees terms or affiliates of Parent, except for reimbursable business expenses (as determined in accordance with Parent's established employee reimbursement policies and consistent with past practices), (I) agreements for the purchase or receipt of materials, software, supplies, goods, services, equipment or other assets that provide for either annual or aggregate payments by Parent or its Subsidiaries of $100,000 or more (other than Hydrocarbon Agreements), (J) sales, distribution, vendor or other similar agreements or arrangements providing for the sale, transfer or barter by Parent or its Subsidiaries of materials, supplies, goods, services, equipment, or other assets that provide for either annual or aggregate payments to Parent of $100,000 or more (other than Hydrocarbon Agreements), (K) agreements or term sheets relating to the acquisition or disposition conditions of any business of the agreements, contracts or assets of Parent (whether by merger, sale of stock, sale of assets or otherwise), excluding documentation relating commitments to this Agreement and agreements or terms sheets in existence prior to December 31, 1998, (L) Hydrocarbon Agreements and (M) other agreements which are material to Parent (collectively the "Parent Material Agreements"). (ii) Parent has delivered to the Company or any Subsidiary is a true, complete and correct copy of each Parent Material Agreement. (iii) Each Parent Material Agreement party or by which it is in full force and effect, has not been modified or amended and constitutes the legal, valid and binding obligation of Parent or its Subsidiaries, as the case may be, enforceable in accordance with its terms and will continue to be so on identical terms immediately following the consummation bound of the transactions contemplated by this Agreementtype described in clauses (a) through (k) above (any such agreement, and Parent contract or its Subsidiariescommitment, a "Company Contract") in such a manner as the case may be, are not in default under would permit any of such agreements, nor has any event or circumstance occurred that, with notice or lapse of time or both, would constitute any event of default by Parent or its Subsidiaries, as the case may be. No other party to cancel or terminate any of the Parent Material Agreements (A) issuch Company Contract, or would permit any other party to the knowledge of Parentseek damages, in default in the performance of any covenant or obligation to be performed by it pursuant to any such Parent either case, which would have a Company Material Agreement or (B) has given notice that it intends to terminate, or alter in any way adverse to Parent, its performance under such Parent Material AgreementAdverse Effect.

Agreements, Contracts and Commitments. (a) Except as provided to Parent in the Disclosure Binder delivered herewith, the Company is not a party to or bound by: (i) The Parent Disclosure Schedule sets forth a true, complete and correct list of all the following agreements, arrangements any lease or understandings, whether written or oral, to which Parent or any of its Subsidiaries is a party, (A) agreements relating to indebtedness for borrowed money sublease (whether incurred, assumed, guaranteed, secured by any asset or otherwise) for amounts in excess of $1,000,000, (B) agreements for the lease of real or personal property to or from any person with lease payments in excess property) providing for annual rentals of $100,000 per year, 25,000 or more; (Cii) partnership agreements, joint venture agreements or other similar agreements relating to similar business arrangements, (D) confidentiality or noncompetition agreements other than with respect to confidentiality agreements entered into in the ordinary course of business for the benefit of Parent's or its Subsidiaries' vendors or customers, (E) profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other plans or arrangements for the benefit of current or former employees or directors of Parent and its Subsidiaries, (F) collective bargaining or similar agreements, (G) agreements for the employment or retention of any individual on a full-time, part-time, consulting, or other basis not terminable on less than thirty (30) days notice without penalty or cost, (H) agreements under which it has advanced or loaned any amount in excess of $10,000 to any of the employees or affiliates of Parent, except for reimbursable business expenses (as determined in accordance with Parent's established employee reimbursement policies and consistent with past practices), (I) agreements agreement for the purchase or receipt license of materials, softwaresupplies, goods, services, equipment or other tangible or intangible assets providing for either (A) annual payments by the Company of $50,000 or more or (B) aggregate payments by the Company of $50,000 or more; (iii) any license, sales, distribution or other similar agreement providing for the sale or license by the Company of materials, supplies, goods, services, equipment or other assets that provide provides for either (A) annual payments to the Company of $50,000 or more or (B) aggregate payments by Parent or its Subsidiaries to the Company of $100,000 50,000 or more more; (other than Hydrocarbon Agreements)iv) any partnership, (J) sales, distribution, vendor joint venture or other similar agreements agreement or arrangements providing for the salearrangement, transfer or barter by Parent or its Subsidiaries of materials, supplies, goods, services, equipment, or other assets that provide for either annual or aggregate payments to Parent of $100,000 or more (other than Hydrocarbon Agreements)those related to Salvador Systems LLC; (v) any agreement, (K) agreements contract or term sheets commitment relating to the acquisition or disposition of any business or assets of Parent (whether by merger, sale of stock, sale of assets or otherwise), excluding documentation ; (vi) any agreement relating to indebtedness for borrowed money or the deferred purchase price of property (in either case, whether incurred, assumed, guaranteed or secured by any asset), except any such agreement with an aggregate outstanding principal amount not exceeding $50,000 and which may be prepaid on not more than 30 days’ notice without the payment of any penalty; (vii) except for agreements by the Company with customers in the ordinary course of business consistent with past practices, any option (other than employee stock options), license, franchise or similar agreement; (viii) any alliance, agency, dealer, sales representative, marketing, distribution, original equipment manufacturer, remarketer, joint marketing, channel partner or other similar agreement that does not provide for termination without compensation upon no more than 30 days notice; (ix) any development or collaboration agreement or other agreement for development of products and services for the Company; (x) any agreement that limits the freedom of the Company to compete in any line of business or with any Person or in any area or which could reasonably be expected to so limit the freedom of the Company after the Effective Time; (xi) any mortgages, indentures, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit, other than those mortgages, indentures, loans or credit agreements, security agreements or other agreements or instruments that are not, individually or in the aggregate, material to the Company; (xii) any agreement with any Affiliate of the Company, with any director or officer of the Company, or with any “associate” or any member of the “immediate family” (as such terms are respectively defined in Rules 12b-2 and 16a-1 of the 1▇▇▇ ▇▇▇) of any such director or officer; or (xiii) any employment or consulting agreement, contract or commitment with an employee or individual consultant or salesperson or consulting or sales agreement, contract or commitment with a firm or other organization other than as contemplated under this Agreement; (xiv) any employment or consulting agreement or any agreement with severance, change in control or similar arrangements, that will result in any obligation (absolute or contingent) of the Company to make any payment as a result of the consummation of the Merger, termination of employment or both; (xv) any agreement or plan, including, without limitation, any stock option plan, stock appreciation rights plan or stock purchase plan, any of 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 and agreements or terms sheets in existence prior to December 31, 1998, (L) Hydrocarbon Agreements and (M) other agreements the value of any of the benefits of which are material to Parent (collectively will be calculated on the "Parent Material Agreements"). (ii) Parent has delivered to the Company a true, complete and correct copy basis of each Parent Material Agreement. (iii) Each Parent Material Agreement is in full force and effect, has not been modified or amended and constitutes the legal, valid and binding obligation of Parent or its Subsidiaries, as the case may be, enforceable in accordance with its terms and will continue to be so on identical terms immediately following the consummation any of the transactions contemplated by this Agreement; or (xvi) any other agreement, and Parent commitment, arrangement or its Subsidiaries, as plan not made in the case may be, are not in default under any ordinary course of such agreements, nor has any event or circumstance occurred that, with notice or lapse of time or both, would constitute any event of default by Parent or its Subsidiaries, as the case may be. No other party to any of the Parent Material Agreements (A) is, business that is material to the knowledge Company, including without limitation, any agreement involving annual payments by any customer to the Company in excess of Parent, in default in the performance of any covenant or obligation to be performed by it pursuant to any such Parent Material Agreement or (B) has given notice that it intends to terminate, or alter in any way adverse to Parent, its performance under such Parent Material Agreement$150,000.

Agreements, Contracts and Commitments. (ia) The Parent Schedule 4.18 of the Company Disclosure Schedule Letter sets forth a true, correct and complete and correct list of all each Company Material Contract (as defined below) that is in effect as of the date of this Agreement. For purposes of this Agreement, “Company Material Contract” of the Company shall mean each Company Real Property Lease and each of the following agreements, arrangements or understandings, whether written or oral, Contracts to which Parent or any of its Subsidiaries the Company is a party: (i) Each Contract (including purchase orders with suppliers or customers) that the Company reasonably anticipates will involve annual payments or consideration furnished by or to the Company of more than $25,000; (ii) Each note, debenture, other evidence of indebtedness, guarantee, loan, credit or financing agreement or instrument or other contract for money borrowed by the Company from a third party; (iii) Each Contract related to any material equipment used in the manufacturing, packaging and/or distribution of the Company’s products, including, without limitation, all Contracts concerning the Software and technology related thereto or the maintenance thereof; (iv) Each Contract for the acquisition of any Person or any business division thereof or the disposition of any material assets of the Company, in each case, whether by merger, purchase or sale of stock or assets or otherwise occurring in the last three years, other than Contracts (A) agreements relating to indebtedness for borrowed money in which the applicable acquisition or disposition has been consummated and there are no material obligations ongoing (whether incurred, assumed, guaranteed, secured by any asset other than customary non-disclosure and similar obligations incidental thereto) or otherwise) for amounts in excess of $1,000,000, (B) agreements for the lease of real or personal property to or from any person with lease payments in excess of $100,000 per year, (C) partnership agreements, joint venture agreements or other similar agreements relating to similar business arrangements, (D) confidentiality or noncompetition agreements other than with respect to confidentiality agreements entered into in the ordinary course of business for business; (v) Each collective bargaining (or similar) agreement or Contract with any labor union or other body representing employees of the benefit of Parent's or its Subsidiaries' vendors or customersCompany; (vi) Each lease, (E) profit sharingrental agreement, stock option, stock purchase, stock appreciation, deferred compensation, severanceinstallment and conditional sale agreement, or other plans or arrangements Contract that, in each case, (A) provides for the benefit of current or former employees or directors of Parent and its Subsidiariesownership of, (F) collective bargaining or similar agreementsleasing of, (G) agreements for the employment or retention of any individual on a full-timetitle to, part-time, consultinguse of, or any leasehold or other basis not terminable on less than thirty interest in any personal property; and (30B) days notice without penalty or cost, (H) agreements under which it has advanced or loaned any amount involves annual payments in excess of $10,000 25,000; (vii) Each joint venture Contract, partnership agreement or limited liability company agreement with a third party; (viii) Each agreement with any Affiliate of the Company; (ix) Each Contract with any current or former employee or consultant of the Company; (x) Each Contract, other than customary non-disclosure agreements, that contains covenants expressly limiting in any material respect the freedom of the Company to: (A) compete with any Person in a product line or line of business; (B) operate in any geographic area; or (C) solicit customers; (xi) Each Contract providing for indemnification or any guaranty by the Company, in each case that is material to the Company, other than (A) any guaranty by the Company of any of the employees obligations of the Company or affiliates (B) any Contract providing for indemnification of Parentcustomers or other Persons pursuant to Contracts entered into in the ordinary course of business; (xii) Each Contract that grants any right of first refusal, except for reimbursable right of first offer, or similar right with respect to any material assets, rights, or properties of the Company; (xiii) any Contract that obligates the Company to conduct business expenses on an exclusive or preferential basis or that contains a “most favored nation” or similar covenant with any third party or upon consummation of the Transactions will obligate Iconic or the Company to conduct business on an exclusive or preferential basis; (as determined xiv) Each Contract (including any license agreement, coexistence agreement and agreement with a covenant not to ▇▇▇) pursuant to which the Company either (A) grants to a third Person a license, immunity, or other right in accordance with Parent's established employee reimbursement policies and or to any material Owned Intellectual Property or (B) is granted by a third Person a license, immunity, or other right in or to any Intellectual Property or IT Systems material to the business of the Company, provided, however, that none of the following shall be required to be set forth on Schedule 4.18(a)(xiv) of the Company Disclosure Letter but shall constitute Company Material Contracts if they otherwise qualify: (x) non-exclusive licenses of Owned Intellectual Property granted by the Company to customers in the ordinary course of business consistent with past practices)practice; (y) licenses of open source Software; and (z) click-wrap, (I) agreements for the purchase or receipt shrink-wrap and off-the-shelf Software licenses of materials, software, supplies, goods, services, equipment or other assets customized Software that provide for either annual or aggregate payments by Parent or its Subsidiaries of $100,000 or more (other than Hydrocarbon Agreements), (J) sales, distribution, vendor or other similar agreements or arrangements providing for the sale, transfer or barter by Parent or its Subsidiaries of materials, supplies, goods, services, equipment, or other assets that provide for either annual or aggregate payments to Parent of $100,000 or more (other than Hydrocarbon Agreements), (K) agreements or term sheets relating are available on standard terms to the acquisition or disposition public generally with license, maintenance, support and other fees less than $5,000 per year; and (xv) Any outstanding written commitment to enter into any Contract of any business or assets the type described in subsections (i) through (xiv) of Parent (whether by merger, sale of stock, sale of assets or otherwise), excluding documentation relating to this Agreement and agreements or terms sheets in existence prior to December 31, 1998, (L) Hydrocarbon Agreements and (M) other agreements which are material to Parent (collectively the "Parent Material Agreements"Section 4.18(a). (iib) Parent has delivered Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company, all Company a true, complete and correct copy of each Parent Material Agreement. Contracts are: (iiii) Each Parent Material Agreement is in full force and effect, has not been modified or amended subject to the Remedies Exception and constitutes (ii) represent the legal, valid and binding obligation of Parent or its Subsidiaries, as the case may be, enforceable in accordance with its terms and will continue to be so on identical terms immediately following the consummation obligations of the transactions contemplated by this AgreementCompany and, to the Knowledge of the Company, represent the legal, valid and binding obligations of the other parties thereto. True, correct and complete copies of all Company Material Contracts in effect as of the date hereof have been made available to Iconic. Neither the Company nor, to the Knowledge of the Company, any other party thereto, is in material breach of or default under, and Parent or its Subsidiariesto the Knowledge of the Company, as the case may be, are not in default under any of such agreements, nor no event has any event or circumstance occurred that, which with notice or lapse of time or bothboth would become a material breach of or default under, would constitute any event of default by Parent or its Subsidiariesthe Company Material Contracts, as the case may be. No other and no party to any of the Parent Company Material Agreements (A) isContract has given any written or, to the knowledge Knowledge of Parentthe Company, in default in the performance oral, claim or notice of any covenant such material breach, default or obligation to be performed by it pursuant to any such Parent Material Agreement or (B) has given notice that it intends to terminate, or alter in any way adverse to Parent, its performance under such Parent Material Agreementevent.

Agreements, Contracts and Commitments. Except as disclosed in Section 4.25 of the Company Disclosure Schedule, the Company is not a party to: (ia) The Parent Disclosure Schedule sets forth any bonus, deferred compensation, pension, severance, profit-sharing, stock option, employee stock purchase or retirement plan, contract or arrangement or other employee benefit plan or other arrangement covering the Company's employees; (b) any employment agreement with any of the Company's employees that contains any severance pay liabilities or obligations; (c) any agreement for personal services or employment with any of the Company's employees that is not terminable on 30 days' (or less) notice by the Company without penalty or obligation to make payments related to such termination; (d) any agreement of guarantee or indemnification in an amount that is material to the Company; (e) any agreement or commitment containing a true, complete and correct list covenant limiting or purporting to limit the freedom of all the following agreements, arrangements Company to compete with any person in any geographic area or understandings, whether written or oral, to engage in any line of business; (f) any lease to which Parent or any of its Subsidiaries the Company is a party, party as lessor or lessee that (Ax) agreements relating to indebtedness provides for borrowed money (whether incurred, assumed, guaranteed, secured by any asset or otherwise) for amounts in excess future payments of $1,000,00010,000 or more, or (By) agreements for is material to the lease conduct of real or personal property to or from the business of the Company; (g) any person with lease payments in excess of $100,000 per year, (C) partnership agreements, joint venture agreements agreement or other similar agreements relating to similar business arrangements, profit-sharing agreement; (Dh) confidentiality or noncompetition agreements other than with respect to confidentiality agreements entered into except for trade indebtedness incurred in the ordinary course of business business, any loan or credit agreements providing for the benefit extension of Parent's credit to the Company or its Subsidiaries' vendors any instrument evidencing or customersrelated in any way to indebtedness incurred in the acquisition of companies or other entities or indebtedness for borrowed money by way of direct loan, (E) profit sharingsale of debt securities, stock optionpurchase money obligation, stock purchaseconditional sale, stock appreciation, deferred compensation, severanceguarantee, or otherwise that individually is in the amount of $5,000 or more; (i) any license agreement, either as licensor or licensee, or distributor, dealer, franchise, manufacturer's representative, sales agency or other plans similar agreement or arrangements commitment; (j) any agreement or arrangement for the benefit assignment, sale or other transfer by the Company of any agreement or lease (or right to payment thereunder) by which it leases materials, products or other property to a third party; (k) any contract or agreement that provides any discount other than pursuant to the Company's standard discount terms; (l) any agreement or commitment for the acquisition, construction or sale of fixed assets owned or to be owned by the Company; (m) any current agreement or commitment, not elsewhere specifically disclosed pursuant to this Agreement, to which present or former employees directors, officers or directors Affiliates of Parent the Company or any of their "ASSOCIATES" (as defined in the rules and its Subsidiaries, regulations promulgated under the Securities Act) are parties; (Fn) collective bargaining any agreement or similar agreements, (G) agreements arrangement for the employment or retention sale of any individual on a full-time, part-time, consulting, or other basis not terminable on less than thirty (30) days notice without penalty or cost, (H) agreements under which it has advanced or loaned any amount in excess of $10,000 to any of the employees assets, properties or affiliates rights of Parent, except for reimbursable business expenses (as determined in accordance with Parent's established employee reimbursement policies and consistent with past practices), (I) agreements for the purchase or receipt of materials, software, supplies, goods, services, equipment or other assets that provide for either annual or aggregate payments by Parent or its Subsidiaries of $100,000 or more Company (other than Hydrocarbon Agreements)in the ordinary course of business) or for the grant of any preferential rights to purchase any of its assets, properties or rights or any material agreement that requires the consent of any third party to the transfer and assignment of any of its assets, properties or rights; (Jo) sales, distribution, vendor or other similar agreements or arrangements any contract providing for the sale, transfer or barter by Parent or its Subsidiaries payment of materials, supplies, goods, services, equipment, a commission or other assets that provide for either annual fee calculated as or aggregate payments to Parent of $100,000 or more (other than Hydrocarbon Agreements), (K) agreements or term sheets relating by reference to the acquisition volume of web traffic or disposition a percentage of the profits or revenues of the Company or of any business segment of the Company; (p) any contract or assets agreement not described above involving the payment or receipt by the Company of Parent more than $25,000, or, in the case of contracts involving payments by the Company, which cannot be terminated by it on 30 days' notice without penalty, cost or liability; or (whether by mergerq) any contract or agreement not described above that is material to the business, sale operations, assets, financial condition, results of stockoperations, sale properties or prospects of assets or otherwise)the Company, excluding documentation including without limitation, agreements relating to this Agreement web site development and agreements or terms sheets in existence prior to December 31operations; marketing, 1998promotion, (L) Hydrocarbon Agreements affiliate and (M) other agreements which are material to Parent (collectively the "Parent Material Agreements")advertising, including search engine referrals and Internet private labeling; fulfillment operations; and telephone, credit card and freight carrier services. (ii) Parent has delivered to the Company a true, complete and correct copy of each Parent Material Agreement. (iii) Each Parent Material Agreement is in full force and effect, has not been modified or amended and constitutes the legal, valid and binding obligation of Parent or its Subsidiaries, as the case may be, enforceable in accordance with its terms and will continue to be so on identical terms immediately following the consummation of the transactions contemplated by this Agreement, and Parent or its Subsidiaries, as the case may be, are not in default under any of such agreements, nor has any event or circumstance occurred that, with notice or lapse of time or both, would constitute any event of default by Parent or its Subsidiaries, as the case may be. No other party to any of the Parent Material Agreements (A) is, to the knowledge of Parent, in default in the performance of any covenant or obligation to be performed by it pursuant to any such Parent Material Agreement or (B) has given notice that it intends to terminate, or alter in any way adverse to Parent, its performance under such Parent Material Agreement.

Agreements, Contracts and Commitments. (a) The Company is not a party to or bound by: (i) The Parent Disclosure Schedule sets forth a true, complete and correct list of all the following agreements, arrangements any lease or understandings, whether written or oral, to which Parent or any of its Subsidiaries is a party, (A) agreements relating to indebtedness for borrowed money sublease (whether incurred, assumed, guaranteed, secured by any asset or otherwise) for amounts in excess of $1,000,000, (B) agreements for the lease of real or personal property to or from any person with lease payments in excess property) providing for annual rentals of $100,000 per year, 50,000 or more; (Cii) partnership agreements, joint venture agreements or other similar agreements relating to similar business arrangements, (D) confidentiality or noncompetition agreements other than with respect to confidentiality agreements entered into in the ordinary course of business for the benefit of Parent's or its Subsidiaries' vendors or customers, (E) profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other plans or arrangements for the benefit of current or former employees or directors of Parent and its Subsidiaries, (F) collective bargaining or similar agreements, (G) agreements for the employment or retention of any individual on a full-time, part-time, consulting, or other basis not terminable on less than thirty (30) days notice without penalty or cost, (H) agreements under which it has advanced or loaned any amount in excess of $10,000 to any as of the employees or affiliates date of Parentthis Agreement, except for reimbursable business expenses (as determined in accordance with Parent's established employee reimbursement policies and consistent with past practices), (I) agreements any commitment for the purchase or receipt license of materials, softwaresupplies, goods, services, equipment or other tangible or intangible assets providing for either (A) annual payments by the Company of $25,000 or more or (B) aggregate payments by the Company of $50,000 or more; (iii) as of the date of this Agreement, any license, sales, distribution or other similar agreement providing for the sale or license by the Company of materials, supplies, goods, services, equipment or other assets that provide provides for either (A) annual payments to the Company of $50,000 or more or (B) aggregate payments by Parent or its Subsidiaries to the Company of $100,000 or more more; (other than Hydrocarbon Agreements)iv) any partnership, (J) sales, distribution, vendor joint venture or other similar agreements agreement or arrangements providing for the salearrangement; (v) any agreement, transfer contract or barter by Parent or its Subsidiaries of materials, supplies, goods, services, equipment, or other assets that provide for either annual or aggregate payments to Parent of $100,000 or more (other than Hydrocarbon Agreements), (K) agreements or term sheets commitment relating to the acquisition or disposition of any business or assets of Parent (whether by merger, sale of stock, sale of assets or otherwise), excluding documentation ; (vi) any agreement relating to this Agreement indebtedness for borrowed money or the deferred purchase price of property (in either case, whether incurred, assumed, guaranteed or secured by any asset), except any such agreement with an aggregate outstanding principal amount not exceeding $50,000 and which may be prepaid on not more than 30 days notice without the payment of any penalty; (vii) except for agreements with customers by the Company in the ordinary course of business consistent with past practices, any option (other than employee stock options), license, franchise or similar agreement; (viii) any agency, dealer, sales representative, marketing, distribution, original equipment manufacturer, remarketer, joint marketing, channel partner or other similar agreement; (ix) except for agreements with customers that are ancillary to the sale of products to such customers in the ordinary course of business of the Company consistent with past practice, any development or collaboration agreement or other agreement for development of products and services for the Company; (x) any agreement that limits the freedom of the Company to compete in any line of business or with any Person or in any area or which could reasonably be expected to so limit the freedom of the Company after the Effective Time; (xi) any mortgages, indentures, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit, other than those mortgages, indentures, loans or credit agreements, security agreements or other agreements or instruments that are not, individually or in the aggregate, material to the Company; (xii) any agreement with any Affiliate of the Company, with any director or officer of the Company, or with any “associate” or any member of the “immediate family” (as such terms sheets are respectively defined in existence prior to December 31, 1998, Rules 12b-2 and 16a-1 of the ▇▇▇▇ ▇▇▇) of any such director or officer; or (L) Hydrocarbon Agreements and (Mxiii) other agreements which are material to Parent (collectively the "Parent Material Agreements").than Employee Plans, 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; (iixiv) Parent has delivered to any employment or consulting agreement or any agreement with severance, change in control or similar arrangements, that will result in any obligation (absolute or contingent) of the Company to make any payment as a trueresult of the consummation of the Merger, complete and correct copy termination of each Parent Material Agreement.employment or both; (iiixv) Each Parent Material Agreement is in full force and effectother than the Company Stock Option Plan, has not been modified any agreement or amended and constitutes plan, including, without limitation, any stock option plan, stock appreciation rights plan or stock purchase plan, any of the legalbenefits of which will be increased, valid and binding obligation or the vesting of Parent or its Subsidiariesbenefits of which will be accelerated, as by the case may be, enforceable in accordance with its terms and will continue to be so on identical terms immediately following the consummation occurrence of any of the transactions contemplated by this AgreementAgreement 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 other than set forth on Schedule 4.11(a); or (xvi) any other agreement, commitment, arrangement or plan not made in the ordinary course of business that is material to the Company. (b) Each agreement, contract, plan, lease, arrangement or commitment required to be disclosed pursuant to this Agreement (other than those that have expired by their own terms) (each, a “Material Contract”) is a valid and binding agreement of the Company, enforceable against the Company (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally and by general equitable principles, and Parent regardless of whether enforceability is considered in a proceeding in equity or its Subsidiariesat law), as and is in full force and effect with respect to the case may beCompany and, are to the Knowledge of the Company, each other party thereto. The Company is not in default or breach in any material respect (beyond any applicable notice and cure period) under, and has fulfilled its material obligations under, the terms of each such Material Contract. As of the date of this Agreement and to the Knowledge of the Company, no other party to any Material Contract is in default or breach or has failed to fulfill its obligations in any material respect under the terms of any Material Contract. To the Knowledge of such agreementsthe Company, nor has any no event or circumstance has occurred that, with notice or lapse of time or both, would reasonably be expected to constitute any event of default by Parent or its Subsidiariesunder any Material Contract. True and complete copies of each Material Contract have been made available to Parent. (c) To the Knowledge of the Company, as of the case may bedate of this Agreement no person is renegotiating, or has a right (absent any default or breach of a Material Contract) pursuant to the terms of any Material Contract to renegotiate, any material amount paid or payable to the Company under any Material Contract or any other material term or provision of any Material Contract. No other party As of the date of this Agreement, the Company has not received any written or verbal indication of an intention to terminate any of the Material Contracts by any of the parties to any of the Parent Material Agreements Contracts. (Ad) isTo the Knowledge of the Company, without giving effect to the knowledge Merger and the other transactions contemplated by this Agreement, the Company will be able to fulfill, when due, all of Parent, in default in its obligations under the performance of any covenant or obligation Material Contracts that remain to be performed after the date hereof. (e) The transactions contemplated by it pursuant this Agreement will not give rise to any such Parent Material Agreement material notice or (Bconsent requirements or rights of termination under any contract disclosed in response to Section 4.11(a) has given notice that it intends to terminate, or alter in any way adverse to Parent, its performance under such Parent Material Agreement.

Agreements, Contracts and Commitments. (ia) The Parent Section 4.20(a) of the Company Disclosure Schedule Letter sets forth a true, correct and complete and correct list of all each Company Material Contract (as defined below) that is in effect as of the date of this Agreement. For purposes of this Agreement, “Company Material Contract” of the Group Companies shall mean each of the following agreements, arrangements or understandings, whether written or oral, Contracts to which Parent or any of its Subsidiaries a Group Company is a party, party as of the date hereof: (Ai) agreements relating any Contract or purchase commitment reasonably expected to indebtedness for borrowed money (whether incurred, assumed, guaranteed, secured result in future payments to or by any asset or otherwise) for amounts Group Company in excess of $1,000,0005,000,000 (or its equivalent in another currency) per annum; (ii) any Contract with the top 20 customers of the Group Companies (the “Material Customers”) as determined by revenue, in each case during the 12-month period ended on December 31, 2021; (iii) any Contract that purports to limit in any respect (A) the localities in which the Group Companies’ businesses may be conducted, (B) agreements for the lease any Group Company from engaging in any line of real business or personal property to or from any person with lease payments in excess of $100,000 per year, (C) partnership any Group Company from developing, marketing or selling products or services, including any non-compete agreements or agreements limiting the ability of any of the Group Companies from soliciting customers or employees; (iv) any Contract memorializing any Interested Party Transactions (other than those employment agreements, joint venture confidentiality agreements, non-competition agreements (for the benefit of a Group Company) or any other agreement of similar agreements relating to similar business arrangements, (D) confidentiality or noncompetition agreements other than with respect to confidentiality agreements nature entered into in the ordinary course of business with employees or technical consultants) providing for the benefit of Parent's annual payments in an amount equal to or greater than $100,000 (or its Subsidiaries' vendors or equivalent in another currency) per annum; (v) any Contract that imposes obligations on any of the Group Companies to provide “most favored nation” pricing to any of its customers, (E) profit sharingor that contains any “take or pay” or minimum requirements with any of its suppliers, stock option, stock purchase, stock appreciation, deferred compensation, severance, right of first refusal or other plans similar provisions with respect to any transaction engaged in by any of the Group Companies; (vi) any Contract that is related to the governance or arrangements for the benefit operation of current or former employees or directors of Parent and its Subsidiariesany joint venture, (F) collective bargaining partnership or similar agreementsarrangement, other than such contract solely between or among any of the Group Companies; (Gvii) agreements any Contract for or relating to any borrowing of money by or from the employment or retention of any individual on a full-time, part-time, consulting, or other basis not terminable on less than thirty (30) days notice without penalty or cost, (H) agreements under which it has advanced or loaned any amount Company in excess of $10,000 to 1,000,000 (or its equivalent in another currency) per annum (excluding, for the avoidance of doubt, any intercompany arrangements solely between or among any of the employees Group Companies); (viii) any employment or affiliates management Contract providing for annual payments in excess of Parent, except for reimbursable business expenses $400,000 (as determined or its equivalent in accordance with Parent's established employee reimbursement policies and consistent with past practicesanother currency), ; (Iix) agreements any Contract: (A) providing for the grant of any preferential rights to purchase or receipt lease any material asset of materials, software, supplies, goods, services, equipment any Group Company; or (B) providing for any exclusive or preferred right to sell or distribute any material product or material service of any of the Group Companies; (x) any obligation to register any Company Ordinary Shares or other assets that provide for either annual or aggregate payments by Parent or its Subsidiaries securities of $100,000 or more any of the Group Companies with any Governmental Entity (other than Hydrocarbon Agreementsordinary course requirements of foreign applicable Legal Requirements related to the recording with an applicable Governmental Entity of the ownership of non-U.S. Group Companies), ; (Jxi) sales, distribution, vendor or other similar agreements or arrangements providing for the sale, transfer or barter by Parent or its Subsidiaries of materials, supplies, goods, services, equipment, or other assets that provide for either annual or aggregate payments to Parent of $100,000 or more (other than Hydrocarbon Agreements), (K) agreements or term sheets any Contracts relating to the acquisition or disposition sale of any operating business of any Group Company or assets the acquisition by any Group Company of Parent (any operating business, whether by merger, purchase or sale of stock, sale of stock or assets or otherwise, or for which any Group Company has any material outstanding obligations in excess of $200,000 (or its equivalent in another currency) per annum (other than customary non-disclosure and similar obligations incidental thereto and other than Contracts for the purchase of inventory or supplies entered into in the ordinary course of business); (xii) any collective bargaining agreement or other similar labor Contract with any labor union, labor organization, or works council; (xiii) any Contract for the use by any of the Group Companies of any tangible property where the annual lease or mandate payments are greater than $80,000 (or its equivalent in another currency) (other than any lease of vehicles, office equipment or operating equipment made in the ordinary course of business) (the “Material Company Real Property Leases”); (xiv) any Contract under which any of the Group Companies: (A) obtains the right to use, or a covenant not to be sued under, any material Intellectual Property from any third party (“Inbound License”), excluding documentation relating other than Incidental Inbound Licenses; or (B) grants the right to this Agreement use, or a covenant not to be sued under, any material Intellectual Property to any third party (other than non-exclusive licenses granted to suppliers, vendors, distributors or customers in the ordinary course of business); (xv) any Contract pursuant to which any Group Company (i) provided material source code containing or embodying any Group Company Software to a third party or (ii) granted a third party a contingent right to receive source code containing or embodying any material Group Company Software, whether pursuant to an escrow arrangement or otherwise, in each case, other than to contractors and agreements service providers performing services on behalf of the Group Companies; (xvi) any Contract that creates guarantees or terms sheets Liens of any nature on any of the Group Companies’ assets not in existence the ordinary course of business and in an amount equal or greater than $1,000,000 (or its equivalent in another currency); and (xvii) any obligation to make any material payments, contingent or otherwise, arising out of the prior to December 31acquisition of the business, 1998, assets or stock of other Persons and in an amount equal or greater than $2,000,000 (L) Hydrocarbon Agreements and (M) other agreements which are material to Parent (collectively the "Parent Material Agreements"or its equivalent in another currency). (iib) Parent Except for any Company Material Contract that has delivered been terminated in accordance with the terms of this Agreement or terminates upon the expiration of the stated term thereof prior to the Closing Date, each Company a true, complete and correct copy of each Parent Material Agreement. (iii) Each Parent Material Agreement Contract is in full force and effect, has not been modified or amended effect and constitutes the represents a legal, valid and binding obligation of Parent the applicable Group Company, New PubCo or its SubsidiariesMerger Sub party thereto and, as to the case may be, enforceable in accordance with its terms and will continue to be so on identical terms immediately following the consummation Knowledge of the transactions contemplated Company, New PubCo or Merger Sub, represents a legal, valid and binding obligation of the counterparties thereto, except insofar as enforceability may be limited by this Agreementapplicable bankruptcy, and Parent insolvency, reorganization, moratorium or its Subsidiariessimilar laws affecting creditors’ rights generally or by principles governing the availability of equitable remedies. None of the Company, as New PubCo or Merger Sub nor, to the case may beKnowledge of the Company, are not New PubCo or Merger Sub, any other party thereto, is in material breach of or in material default under any under, and, to the Knowledge of such agreementsthe Company, nor New PubCo or Merger Sub, no event has any event or circumstance occurred that, which with notice or lapse of time or bothboth would become a material breach of or material default under, would constitute any event of default by Parent or its SubsidiariesCompany Material Contract, as the case may be. No other and no party to any of the Parent Company Material Agreements (A) is, to the knowledge of Parent, in default in the performance Contract has given any written notice of any covenant or obligation to be performed by it pursuant to claim of any such Parent material breach, default or event or has provided any formal written notice of any intention to terminate or modify, any such Company Material Agreement or (B) has given notice that it intends Contract. True, correct and complete copies of all Company Material Contracts have been made available to terminate, or alter in any way adverse to Parent, its performance under such Parent Material AgreementSPAC.

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 of the Agreement Date, none of the Company nor any of its Subsidiaries is a party to, bound by or uses the benefits of any of the following Contracts: (i) The Parent Disclosure Schedule sets forth (A) any employment, independent 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, advance notice or other cost or liability (B) any Contract for severance, change of control payments or vesting acceleration, retention bonuses, or termination pay (in cash or otherwise) to any Employee or other separation agreement, (C) any other form of Employee Agreement with a truecurrent Employee (other than any Personnel Agreements), complete (D) any bonus or commission plan, or any bonus agreements or commission agreements with any Employee, and correct list a schedule of all bonus or commission commitments made to Employees, or (E) any settlement agreement with any Employee or other Person, as well as any settlement agreement, consent decree, or other similar agreement with any Governmental Entity, (1) pursuant to which claims for harassment or discrimination were released; or (2) under which the following 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); (ii) any Contract or plan, including any stock option plan, stock appreciation rights plan or stock purchase plan, any of the benefits of which (A) shall be increased, or the vesting of {N4442029.10} 255288355 v23 benefits of which 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 shall be calculated on the basis of any of the transactions contemplated by this Agreement; (iii) any lease of any real property or personal property; (iv) any Contract relating to capital expenditures and involving future payments in any amount in excess of $5,000 individually or $100,000 in the aggregate, in each case in any fiscal year; (v) any Contract relating to the disposition or acquisition of ownership of assets or any interest in any business enterprise outside the Ordinary Course of Business; (vi) any mortgages, indentures, guarantees, loans or credit agreements, arrangements security agreements or understandingsother agreements or instruments relating to the borrowing of money or extension of credit or other Indebtedness; (vii) any purchase order or Contract 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, whether written or oral, in each case in any fiscal year; (viii) any Inbound License; (ix) 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 is a partyor 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) agreements relating to indebtedness for borrowed money (whether incurredany management service, assumed, guaranteed, secured by any asset legal partnership or otherwise) for amounts in excess of $1,000,000joint venture Contract, (B) agreements 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 lease distribution of real Company Products; (xx) any Contract pursuant to which the Company or personal property 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 person of its Subsidiaries with lease payments respect to Personal Information, other than grants to service providers to use such Personal Information in excess connection with the provision of $100,000 per year, services to the Company or any of its Subsidiaries; (Cxxii) partnership agreements, joint venture agreements or other similar agreements relating to similar business arrangements, (D) confidentiality or noncompetition agreements other than with respect to confidentiality agreements entered into in this Agreement and the ordinary course Letter of business for Intent, any standstill or similar agreement containing provisions prohibiting a third party from purchasing Equity Interests of the benefit Company or any of Parent's its Subsidiaries or assets of the Company or any of its Subsidiaries' vendors Subsidiaries or customers, (E) profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, otherwise seeking to influence or other plans exercise control over the Company or arrangements for the benefit any of current or former employees or directors of Parent and its Subsidiaries, (F) collective bargaining or similar agreements, (G) agreements for the employment or retention of any individual on a full-time, part-time, consulting, or other basis not terminable on less than thirty (30) days notice without penalty or cost, (H) agreements under Contract pursuant to which it has advanced any material ownership in any other person; (xxiii) any Contract pursuant to which the Company or loaned any amount in excess of $10,000 to any of its Subsidiaries has acquired a business or entity, or a material portion of the employees assets of a business or affiliates entity, whether by way of Parentmerger, except for reimbursable business expenses consolidation, purchase of stock, purchase of assets, exclusive license or otherwise; (as determined 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 accordance connection with Parent's established employee reimbursement policies this Agreement and consistent with past practices), the transactions contemplated hereby; (Ixxvi) agreements 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 purchase referral of a customer; (xxviii) any Contract with a third party payor, including Governmental Entities; and (xxix) any other Contract that involves the payment or receipt by the Company or any of materials, software, supplies, goods, services, equipment or other assets that provide for either annual or aggregate payments by Parent or its Subsidiaries of $5,000 individually or $100,000 in the aggregate or more more, in each case in any fiscal year, and is not cancelable without penalty within ninety (other than Hydrocarbon Agreements90) 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 (Jincluding, 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) salesif such Contract had been in effect as of the Agreement Date, distributionshall 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, vendor and has not received notice or other similar agreements or arrangements providing for communication that it is in default of, any Material Contract. Each of the saleMaterial Contracts is valid, transfer or barter by Parent binding and enforceable against the Company or its Subsidiaries of materials, supplies, goods, services, equipment, or other assets that provide for either annual or aggregate payments (to Parent of $100,000 or more (other than Hydrocarbon Agreementsthe extent such entity is a party to such Material Contract), (K) agreements or term sheets relating to the acquisition or disposition of any business or assets of Parent (whether by merger, sale of stock, sale of assets or otherwise), excluding documentation relating to this Agreement and agreements or terms sheets in existence prior to December 31, 1998, (L) Hydrocarbon Agreements and (M) other agreements which are material to Parent (collectively the "Parent Material Agreements"). (ii) Parent has delivered to the Company a true, complete and correct copy of each Parent Material Agreement. (iii) Each Parent Material Agreement is in full force and effect, has not been modified subject only to the effect, if any, of the Bankruptcy and Equity Exception. There exists no default or amended and constitutes event of default or event, occurrence, condition or act, with respect to the legal, valid and binding obligation Company or any of Parent or its Subsidiaries, as or to the case may be, enforceable in accordance with its terms and will continue to be so on identical terms immediately following the consummation Knowledge of the transactions contemplated by this AgreementCompany, and Parent or its Subsidiarieswith respect to any other contracting party, as the case may be, are not in default under any of such agreements, nor has any event or circumstance occurred that, with notice or the giving of notice, the lapse of time or boththe happening of any other event or condition, would constitute any reasonably be expected to (i) become a material default or event of default by Parent under any Material Contract or its Subsidiaries, as the case may be. No other (ii) give any third party to any of the Parent Material Agreements (A) is(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 knowledge of Parent, in default in right to accelerate the maturity or performance of any covenant obligation of the Company or obligation to be performed by it pursuant to any such Parent of its Subsidiaries under any Material Agreement Contract, or (BD) the right to cancel, terminate or modify any Material Contract. None of the Company nor any of its Subsidiaries has given received any written notice that it intends to terminateor other communication regarding any actual or alleged violation or breach of, default under, or alter in intention to cancel or modify any way adverse 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 ParentParent correct and complete copies of each written Material Contract, its performance under such Parent Material Agreementtogether with any and all material amendments and supplements thereto and “side letters” and similar documentation relating thereto.

Agreements, Contracts and Commitments. Section 2.8 of the Disclosure Schedules sets forth, as of the date of this Agreement, a true and complete list of, and the Company has made available to Buyer true and complete copies of, the following Contracts (other than any (a) Leases or (b) Contracts that constitute Excluded Assets or Excluded Liabilities) (collectively, the “Material Contracts”): (a) each Contract of the Company and the Company Subsidiaries involving aggregate payments by or to the Company or the Company Subsidiaries of more than $250,000 in any twelve month period; (b) (i) The Parent Disclosure Schedule sets forth a true, complete and correct list of all the following agreements, arrangements or understandings, whether written or oral, Contracts pursuant to which Parent or any of its Subsidiaries is a party, (A) agreements relating to indebtedness Indebtedness for borrowed money (whether of the Company or a Company Subsidiary is outstanding or may be incurred, assumed, guaranteed, secured and (ii) all Contracts of or by the Company guaranteeing any asset or otherwise) for amounts in excess of $1,000,000, (B) agreements for the lease of real or personal property to or from any person with lease payments in excess of $100,000 per year, (C) partnership agreements, joint venture agreements or other similar agreements relating to similar business arrangements, (D) confidentiality or noncompetition agreements other than with respect to confidentiality agreements entered into in the ordinary course of business for the benefit of Parent's or its Subsidiaries' vendors or customers, (E) profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other plans or arrangements for the benefit of current or former employees or directors of Parent and its Subsidiaries, (F) collective bargaining or similar agreements, (G) agreements for the employment or retention debt obligations of any individual on a full-time, part-time, consulting, or other basis not terminable on less than thirty (30) days notice without penalty or cost, (H) agreements under which it has advanced or loaned any amount in excess of $10,000 to any of the employees or affiliates of Parent, except for reimbursable business expenses (as determined in accordance with Parent's established employee reimbursement policies and consistent with past practices), (I) agreements for the purchase or receipt of materials, software, supplies, goods, services, equipment or other assets that provide for either annual or aggregate payments by Parent or its Subsidiaries of $100,000 or more Person (other than Hydrocarbon Agreementsthe Company or the Company Subsidiaries), ; (Jc) sales, distribution, vendor all Contracts pursuant to which the Company or other similar agreements or arrangements providing for the sale, transfer or barter by Parent or its Subsidiaries of materials, supplies, goods, services, equipmenta Company Subsidiary has agreed not to, or other assets that provide for either annual or aggregate payments to Parent of $100,000 or more (other than Hydrocarbon Agreements)which, (K) agreements or term sheets relating to the acquisition or disposition of any business or assets of Parent (whether by merger, sale of stock, sale of assets or otherwise), excluding documentation relating to this Agreement and agreements or terms sheets in existence prior to December 31, 1998, (L) Hydrocarbon Agreements and (M) other agreements which are material to Parent (collectively the "Parent Material Agreements"). (ii) Parent has delivered to the Company a true, complete and correct copy of each Parent Material Agreement. (iii) Each Parent Material Agreement is in full force and effect, has not been modified or amended and constitutes the legal, valid and binding obligation of Parent or its Subsidiaries, as the case may be, enforceable in accordance with its terms and will continue to be so on identical terms immediately following the consummation of the transactions contemplated by this Agreement, would restrict the ability of Buyer, including the Company or any Company Subsidiary, to compete with any Person in any business or in any geographic area or to engage in any business or other activity, including any restrictions relating to “exclusivity” or any similar requirement in favor of any Person other than the Company or a Company Subsidiary or pursuant to which any material benefit is required to be given or lost as a result of so competing or engaging, other than any Leases; (d) all Contracts to which the Company or a Company Subsidiary is party granting any license to, or franchise in respect of, any material right, property or other asset; (e) all Contracts pursuant to which material Intellectual Property is licensed to or from the Company or a Company Subsidiary (excluding for the use of commercially available, off-the-shelf software); and (f) all joint venture, limited liability company, partnership or other similar Contracts (including all amendments thereto) in which the Company or a Company Subsidiary holds an interest. Each Material Contract is a legal, valid and Parent binding obligation of the Company or its Subsidiariesa Company Subsidiary, as applicable, and to the case may beknowledge of the Company, are not the other parties thereto, subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws now or hereinafter in effect affecting creditors’ rights generally and (ii) general principles of equity. Neither the Company nor any Company Subsidiary is in violation of or in default under any of such agreements, nor has any event or circumstance occurred that, with notice or lapse of time or both, would constitute any event of default by Parent or its Subsidiaries, as the case may be. No other party to any of the Parent Material Agreements (A) isnor, to the knowledge of Parentthe Company, in does there exist any condition that upon the passage of time or the giving of notice or both would cause such a violation of or default under) any Material Contract to which it is a party or by which the Company or any Company Subsidiary, or any of their respective properties or other assets are bound, except for violations or defaults that individually or in the performance of any covenant or obligation aggregate have not had, and are not reasonably likely to be performed by it pursuant material to any such Parent Material Agreement or (B) has given notice that it intends to terminate, or alter in any way adverse to Parent, its performance under such Parent Material Agreementthe Purchased Companies taken as a whole.

Agreements, Contracts and Commitments. Article 18 Except as provided to Parent in the Disclosure Binder delivered herewith, the Company is not a party to or bound by: (i) The Parent Disclosure Schedule sets forth a true, complete and correct list of all the following agreements, arrangements any lease or understandings, whether written or oral, to which Parent or any of its Subsidiaries is a party, (A) agreements relating to indebtedness for borrowed money sublease (whether incurred, assumed, guaranteed, secured by any asset or otherwise) for amounts in excess of $1,000,000, (B) agreements for the lease of real or personal property to or from any person with lease payments in excess property) providing for annual rentals of $100,000 per year, 25,000 or more; (Cii) partnership agreements, joint venture agreements or other similar agreements relating to similar business arrangements, (D) confidentiality or noncompetition agreements other than with respect to confidentiality agreements entered into in the ordinary course of business for the benefit of Parent's or its Subsidiaries' vendors or customers, (E) profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other plans or arrangements for the benefit of current or former employees or directors of Parent and its Subsidiaries, (F) collective bargaining or similar agreements, (G) agreements for the employment or retention of any individual on a full-time, part-time, consulting, or other basis not terminable on less than thirty (30) days notice without penalty or cost, (H) agreements under which it has advanced or loaned any amount in excess of $10,000 to any of the employees or affiliates of Parent, except for reimbursable business expenses (as determined in accordance with Parent's established employee reimbursement policies and consistent with past practices), (I) agreements agreement for the purchase or receipt license of materials, softwaresupplies, goods, services, equipment or other tangible or intangible assets providing for either Article 19 annual payments by the Company of $50,000 or more or Article 20 aggregate payments by the Company of $50,000 or more; (iii) any license, sales, distribution or other similar agreement providing for the sale or license by the Company of materials, supplies, goods, services, equipment or other assets that provide provides for either Article 21 annual payments to the Company of $50,000 or more or Article 22 aggregate payments by Parent or its Subsidiaries to the Company of $100,000 50,000 or more more; (other than Hydrocarbon Agreements)iv) any partnership, (J) sales, distribution, vendor joint venture or other similar agreements agreement or arrangements providing for the salearrangement, transfer or barter by Parent or its Subsidiaries of materials, supplies, goods, services, equipment, or other assets that provide for either annual or aggregate payments to Parent of $100,000 or more (other than Hydrocarbon Agreements)those related to Salvador Systems LLC; (v) any agreement, (K) agreements contract or term sheets commitment relating to the acquisition or disposition of any business or assets of Parent (whether by merger, sale of stock, sale of assets or otherwise), excluding documentation ; (vi) any agreement relating to indebtedness for borrowed money or the deferred purchase price of property (in either case, whether incurred, assumed, guaranteed or secured by any asset), except any such agreement with an aggregate outstanding principal amount not exceeding $50,000 and which may be prepaid on not more than 30 days’ notice without the payment of any penalty; (vii) except for agreements by the Company with customers in the ordinary course of business consistent with past practices, any option (other than employee stock options), license, franchise or similar agreement; (viii) any alliance, agency, dealer, sales representative, marketing, distribution, original equipment manufacturer, remarketer, joint marketing, channel partner or other similar agreement that does not provide for termination without compensation upon no more than 30 days notice; (ix) any development or collaboration agreement or other agreement for development of products and services for the Company; (x) any agreement that limits the freedom of the Company to compete in any line of business or with any Person or in any area or which could reasonably be expected to so limit the freedom of the Company after the Effective Time; (xi) any mortgages, indentures, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit, other than those mortgages, indentures, loans or credit agreements, security agreements or other agreements or instruments that are not, individually or in the aggregate, material to the Company; (xii) any agreement with any Affiliate of the Company, with any director or officer of the Company, or with any “associate” or any member of the “immediate family” (as such terms are respectively defined in Rules 12b-2 and 16a-1 of the ▇▇▇▇ ▇▇▇) of any such director or officer; or (xiii) any employment or consulting agreement, contract or commitment with an employee or individual consultant or salesperson or consulting or sales agreement, contract or commitment with a firm or other organization other than as contemplated under this Agreement; (xiv) any employment or consulting agreement or any agreement with severance, change in control or similar arrangements, that will result in any obligation (absolute or contingent) of the Company to make any payment as a result of the consummation of the Merger, termination of employment or both; (xv) any agreement or plan, including, without limitation, any stock option plan, stock appreciation rights plan or stock purchase plan, any of 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 and agreements or terms sheets in existence prior to December 31, 1998, (L) Hydrocarbon Agreements and (M) other agreements the value of any of the benefits of which are material to Parent (collectively will be calculated on the "Parent Material Agreements"). (ii) Parent has delivered to the Company a true, complete and correct copy basis of each Parent Material Agreement. (iii) Each Parent Material Agreement is in full force and effect, has not been modified or amended and constitutes the legal, valid and binding obligation of Parent or its Subsidiaries, as the case may be, enforceable in accordance with its terms and will continue to be so on identical terms immediately following the consummation any of the transactions contemplated by this Agreement; or (xvi) any other agreement, and Parent commitment, arrangement or its Subsidiaries, as plan not made in the case may be, are not in default under any ordinary course of such agreements, nor has any event or circumstance occurred that, with notice or lapse of time or both, would constitute any event of default by Parent or its Subsidiaries, as the case may be. No other party to any of the Parent Material Agreements (A) is, business that is material to the knowledge Company, including without limitation, any agreement involving annual payments by any customer to the Company in excess of Parent, in default in the performance of any covenant or obligation to be performed by it pursuant to any such Parent Material Agreement or (B) has given notice that it intends to terminate, or alter in any way adverse to Parent, its performance under such Parent Material Agreement$150,000.

Agreements, Contracts and Commitments. (i) The Parent applicable subsection of Section 3.1(r) of the PeopleMover Disclosure Schedule sets forth a true, true and complete and correct list of all the following agreements, arrangements or understandings, whether written or oral, to which Parent or any of its Subsidiaries PeopleMover is a party, (A) agreements relating to indebtedness for borrowed money (whether incurred, assumed, guaranteed, secured by any asset or otherwise) for amounts in excess of $1,000,000), (B) agreements for the lease of real or personal property to or from any person with lease payments in excess of $100,000 per yearperson, (C) agreements concerning a partnership agreements, or joint venture agreements or other similar agreements relating to similar business arrangementsventure, (D) agreements concerning confidentiality or noncompetition agreements other than with respect to confidentiality agreements entered into in the ordinary course of business for the benefit of ParentPeopleMover's or its Subsidiaries' vendors or customerspotential investors or agreements with customers of PeopleMover, (E) profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plans or arrangements for the benefit of the current or former employees or directors of Parent and its SubsidiariesPeopleMover, (F) collective bargaining or similar agreements, (G) agreements for the employment or retention of any individual on a full-time, part-time, consulting, or other basis not terminable on less than thirty (30) days notice without penalty or cost, (H) agreements under which it has advanced or loaned any amount in excess of $10,000 500 to any of the employees or affiliates of Parent, except for reimbursable business expenses (as determined in accordance with Parent's established employee reimbursement policies and consistent with past practices)PeopleMover, (I) agreements providing for indemnification of or by PeopleMover, (J) agreements by PeopleMover providing products or services to any person for consideration other than cash or receiving consideration from any person in products or services in lieu of cash, (K) agreements for the purchase or receipt of materials, software, supplies, goods, services, equipment or other assets that provide for either annual or aggregate payments by Parent or its Subsidiaries PeopleMover of $100,000 10,000 or more (other than Hydrocarbon Agreements)more, (JL) sales, distribution, vendor distribution or other similar agreements or arrangements providing for the sale, transfer or barter sale by Parent or its Subsidiaries PeopleMover of materials, supplies, goods, services, equipment, Proprietary Software or other assets that provide for either annual or aggregate payments to Parent by PeopleMover of $100,000 10,000 or more (other than Hydrocarbon Agreements)more, (KM) agreements or term sheets relating to the acquisition or disposition of any business or assets of Parent PeopleMover (whether by merger, sale of stock, sale of assets or otherwise), excluding documentation relating to this Agreement and agreements or terms sheets in existence prior to December 31, 1998Agreement, (LN) Hydrocarbon Agreements option, license, franchise or similar agreements, (O) agency, dealer, sales representative, marketing or other similar agreements, (P) formal or informal partnership arrangements with any merchant or service or web content provider and (MQ) other agreements which are material to Parent PeopleMover (collectively the "Parent " Material Agreements"). (ii) Parent has delivered to the Company a true, complete and correct copy of each Parent Material Agreement. (iii) Each Parent Material Agreement is in full force and effect, has not been modified or amended and constitutes the legal, valid and binding obligation of Parent or its Subsidiaries, as the case may be, enforceable in accordance with its terms and will continue to be so on identical terms immediately following the consummation of the transactions contemplated by this Agreement, and Parent or its Subsidiaries, as the case may be, are not in default under any of such agreements, nor has any event or circumstance occurred that, with notice or lapse of time or both, would constitute any event of default by Parent or its Subsidiaries, as the case may be. No other party to any of the Parent Material Agreements (A) is, to the knowledge of Parent, in default in the performance of any covenant or obligation to be performed by it pursuant to any such Parent Material Agreement or (B) has given notice that it intends to terminate, or alter in any way adverse to Parent, its performance under such Parent Material Agreement.

Agreements, Contracts and Commitments. (ia) The Parent Disclosure Schedule sets forth a trueAs of the date hereof, complete and correct list of all neither the following agreements, arrangements or understandings, whether written or oral, to which Parent or Company nor any of its Subsidiaries is a partyparty to, nor are they bound by: (i) any Employee Agreement in effect as of the date of this Agreement, other than (A) agreements relating to indebtedness for borrowed money (whether incurredCompany Options and other than standard offer letters that do not contain terms regarding severance, assumed, guaranteed, secured by any asset change in control or otherwise) for amounts in excess of $1,000,000, similar payments or (B) agreements for between the lease of real Company or personal property to or from any person with lease payments in excess of $100,000 per year, (C) partnership agreements, joint venture agreements or other similar agreements relating to similar business arrangements, (D) confidentiality or noncompetition agreements other than with respect to confidentiality agreements entered into in the ordinary course of business for the benefit of Parent's or its Subsidiaries' vendors or customers, (E) profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other plans or arrangements for the benefit of current or former employees or directors of Parent and its Subsidiaries, (F) collective bargaining or similar agreements, (G) agreements for the employment or retention of any individual on a full-time, part-time, consulting, or other basis not terminable on less than thirty (30) days notice without penalty or cost, (H) agreements under which it has advanced or loaned any amount in excess of $10,000 to any of the employees its ERISA Affiliates and any consultant or affiliates of Parent, except for reimbursable business expenses (as determined in accordance with Parent's established employee reimbursement policies and consistent with past practices), (I) agreements for the purchase or receipt of materials, software, supplies, goods, services, equipment or other assets that provide for either annual or aggregate payments by Parent or its Subsidiaries of $100,000 or more (other than Hydrocarbon Agreements), (J) sales, distribution, vendor or other similar agreements or arrangements providing for the sale, transfer or barter by Parent or its Subsidiaries of materials, supplies, goods, services, equipment, or other assets that provide for either annual or aggregate payments to Parent of $100,000 or more (other than Hydrocarbon Agreements), (K) agreements or term sheets contractor relating to the acquisition performance of services for the Company or disposition any of any business or assets its ERISA Affiliates (in either case, the forms of Parent (whether by merger, sale of stock, sale of assets or otherwisewhich have previously been provided to Parent), excluding documentation relating to this Agreement and agreements or terms sheets in existence prior to December 31, 1998, (L) Hydrocarbon Agreements and (M) other agreements which are material to Parent (collectively the "Parent Material Agreements").; (ii) Parent has delivered to any agreement or plan (including any Company Option Plans, stock appreciation rights plan or stock purchase plan) any of the Company a truebenefits of which could be increased, complete and correct copy or the vesting of each Parent Material benefits of which could be accelerated, by the occurrence of any of the transactions contemplated by this Agreement (except as required by this Agreement. (iii) Each Parent Material Agreement is in full force and effect, has not been modified or amended and constitutes the legal, valid and binding obligation value of Parent or its Subsidiaries, as any of the case may be, enforceable in accordance with its terms and benefits of which will continue to be so calculated on identical terms immediately following the consummation basis of any of the transactions contemplated by this Agreement; (iii) any lease of personal property providing for payments in excess of $25,000 individually or $100,000 in the aggregate; (iv) any agreement, contract or commitment relating to capital expenditures and Parent involving future payments after the date hereof in excess of $25,000 individually or its Subsidiaries$100,000 in the aggregate; (v) any agreement, as contract or commitment relating to the case may bedisposition or acquisition of assets or any interest in any business enterprise outside the ordinary course of the Company’s business; (vi) any mortgages, are not in default under any of such indentures, guarantees, loans or credit agreements, nor has security agreements or other agreements or instruments relating to the borrowing of money, extension of credit or security interest; (vii) any event pending purchase order or circumstance occurred thatcontract for the purchase of materials involving in excess of $100,000; (viii) any powers of attorney, other than powers of attorney executed in connection with notice customs transactions; (ix) any agreement containing any price protection, “most favored nation” or lapse similar provisions; (x) any partnership, joint venture, strategic alliance or similar agreement; (xi) any material Contract to which an Interested Party is a party, other than Contracts relating to the acquisition of time equity securities of the Company or bothrelating to an Interested Party’s employment or service relationship with the Company; (xii) any dealer, would constitute 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 of the Company’s products, technology or services and that is material to the Company’s business; or (xiii) any event of default by Parent other Contract, including any service, operating or its Subsidiaries, as the case may be. No other party management agreement or arrangement with respect to any of the Parent Material Agreements Company’s properties (Awhether leased or owned), that involves in excess of $100,000 and is not cancelable without penalty within thirty (30) isdays. (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 knowledge Company’s Knowledge, no third party obligated to the Company or any of Parent, in default in the performance of any covenant or obligation to be performed by it its Subsidiaries pursuant to any such Contract is subject to any default thereunder. (c) The Company has delivered to Parent Material Agreement or (Btrue, correct and complete copies of all Contracts listed in Section 3.14(a) has given notice that it intends to terminateof the Company Disclosure Schedule, or alter in any way adverse to Parentincluding all amendments, its performance under such Parent Material Agreementsupplements, exhibits and ancillary agreements thereto.

Agreements, Contracts and Commitments. (ia) The Parent Disclosure Schedule sets forth a true, complete and correct list of all Neither the following agreements, arrangements or understandings, whether written or oral, to which Parent or Company nor any of its Subsidiaries is a party, party to or bound by: (Ai) agreements relating to indebtedness for borrowed money any lease or sublease (whether incurred, assumed, guaranteed, secured by any asset or otherwise) for amounts in excess of $1,000,000, (B) agreements for the lease of real or personal property to property) providing for annual rentals of $50,000 or from more; (ii) any person with lease agreement for the purchase or license of materials, supplies, goods, services, equipment or other tangible or intangible assets providing for either (A) annual payments in excess by the Company or its Subsidiaries of $50,000 or more or (B) aggregate payments by the Company or its Subsidiaries of $100,000 per yearor more; (iii) any license, (C) partnership agreementssales, joint venture agreements distribution or other similar agreements relating to similar business arrangements, agreement (D) confidentiality or noncompetition agreements other than agreements with respect to confidentiality agreements end user customers entered into in the ordinary course of business business) providing for the benefit of Parent's sale or its Subsidiaries' vendors license by the Company or customers, (E) profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other plans or arrangements for the benefit of current or former employees or directors of Parent and its Subsidiaries, (F) collective bargaining or similar agreements, (G) agreements for the employment or retention of any individual on a full-time, part-time, consulting, or other basis not terminable on less than thirty (30) days notice without penalty or cost, (H) agreements under which it has advanced or loaned any amount in excess of $10,000 to any of the employees or affiliates its Subsidiaries of Parentsoftware, except for reimbursable business expenses (as determined in accordance with Parent's established employee reimbursement policies and consistent with past practices), (I) agreements for the purchase or receipt of materials, software, supplies, goods, services, equipment or other assets that provide provides for either (A) annual or aggregate payments by Parent to the Company or its Subsidiaries of $100,000 50,000 or more or (other than Hydrocarbon Agreements), (JB) sales, distribution, vendor or other similar agreements or arrangements providing for the sale, transfer or barter by Parent or its Subsidiaries of materials, supplies, goods, services, equipment, or other assets that provide for either annual or aggregate payments to Parent the Company and the Subsidiaries of $100,000 or more more; (iv) any partnership, joint venture, alliance, agency, dealer, sales representative, marketing, distribution, original equipment manufacturer, value added reseller, remarketer, joint marketing, channel partner or other than Hydrocarbon Agreements)similar agreement or arrangement; (v) any agreement, (K) agreements contract or term sheets commitment relating to the acquisition or disposition of any business or assets of Parent (whether by merger, sale of stock, sale of assets or otherwise), excluding documentation ; (vi) any agreement relating to this Agreement indebtedness for borrowed money or the deferred purchase price of property (in either case, whether incurred, assumed, guaranteed or secured by any asset), except any such agreement with an aggregate outstanding principal amount not exceeding $50,000 and which may be prepaid on not more than 30 days notice without the payment of any penalty; (vii) except for end-user licenses granted to customers by the Company or its Subsidiaries in the ordinary course of business consistent with past practices, any material option (other than employee stock options), license or franchise; (viii) any software development agreement or other agreement for development or authorship of products and services for the Company or any of its Subsidiaries other than agreements with employees and consultants entered into by Company or its Subsidiaries in the ordinary course of business; (ix) any agreement that limits the freedom of the Company or any Subsidiary to compete in any line of business or with any Person or in any geographic area or which could reasonably be expected to so limit the freedom of the Company or any Subsidiary after the Effective Time; (x) any mortgages, indentures, loans or credit agreements, security agreements or other written agreements or instruments relating to the borrowing of money or extension of credit, other than those mortgages, indentures, loans or credit agreements, security agreements or other agreements or instruments that are not, individually or in the aggregate, material to the Company or any Subsidiary of the Company; (xi) any agreement with any Affiliate of the Company (or any Subsidiary), with any director or officer of the Company or any of its Subsidiaries, or with any “associate” or any member of the “immediate family” (as such terms sheets are respectively defined in existence prior to December 31, 1998, Rules 12b-2 and 16a-1 of the ▇▇▇▇ ▇▇▇) of any such director or officer; or (Lxii) Hydrocarbon other than Employee Agreements and standard offer letters, 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; (Mxiii) any agreement with severance, change in control or similar arrangements, that will result in any obligation (absolute or contingent) of the Company or any Subsidiary to make any payment as a result of the consummation of the Merger, termination of employment or both; (xiv) any agreement or plan, including, without limitation, any stock option plan, stock appreciation 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, as a result of the consummation of the Merger or the value of any of the benefits of which will be calculated on the basis of the Merger; or (xv) any other agreements which are agreement, commitment, arrangement or plan not made in the ordinary course of business that is material to Parent (collectively the "Parent Material Agreements")Company and its Subsidiaries, taken as a whole other than agreements with end user customers entered into in the ordinary course of business, involving annual payments to the Company and its Subsidiaries in excess of $100,000. (iib) Parent has delivered Each agreement, contract, plan, lease, arrangement or commitment disclosed or required to the Company be disclosed pursuant to this Section 4.11 is referred to as a true, complete and correct copy of each Parent “Material Agreement. (iii) Each Parent Material Agreement ” and is in full force and effect, has not been modified or amended and constitutes the legal, a valid and binding obligation agreement of Parent the Company or its Subsidiaries, as the case may be, enforceable and is in accordance full force and effect with its terms and will continue respect to be so on identical terms immediately following the consummation Company or any Subsidiary of the transactions contemplated by this Company and, to the Knowledge of the Company, each other party thereto, and none of the Company, any Subsidiary of the Company or, to the Knowledge of the Company, any other party thereto is in default or breach in any material respect under the terms of any such Material Agreement, and Parent or its Subsidiariesand, as to the case may beKnowledge of the Company, are not in default under any of such agreements, nor has any no event or circumstance has occurred that, with notice or lapse of time or both, would reasonably be expected to constitute any a material event of default by Parent or its Subsidiariesthereunder. True and complete copies of each such agreement, as the case may be. No other party to any of the Parent Material Agreements (A) is, to the knowledge of Parent, in default in the performance of any covenant or obligation to be performed by it pursuant to any such Parent Material Agreement or (B) has given notice that it intends to terminate, or alter in any way adverse have been made available to Parent, its performance under such Parent Material Agreement.

Agreements, Contracts and Commitments. Except as set forth in Section 3.11 of the Company Disclosure Letter or filed or incorporated by reference as exhibits to the Company SEC Documents on the date of this Agreement, neither the Company nor any of the Subsidiaries is currently a party to or bound by any contracts, agreements, instruments, arrangements, guarantees, licenses, executory commitments or understandings that continue to be binding on the Company or its Subsidiaries (each, a "CONTRACT") of the following nature (collectively, the "COMPANY MATERIAL CONTRACTS"): (i) The Parent Disclosure Schedule sets forth a trueContracts with any current or former employee, complete and correct list director or officer of all the following agreements, arrangements or understandings, whether written or oral, to which Parent Company or any of its the Subsidiaries; (ii) Contracts that involve the performance of services of an amount, payments or value (as measured by the revenue derived therefrom during the fiscal year ended December 30, 2001) in excess of $250,000 annually, unless terminable by the Company on not more than ninety (90) days notice without material penalty; (iii) Contracts (x) for the sale of assets of the Company or any of the Subsidiaries is involving aggregate consideration of $150,000 or more, or (y) for the grant to any -21- Person of any preferential rights to purchase any material amount of assets of the Company or any of the Subsidiaries; (iv) Contracts for the acquisition, by merging or consolidating with, by purchasing an equity interest in or a partyportion of the assets of, or by any other manner, any business or any Person or assets of any Person (Aother than the purchase of equipment, inventories and supplies in the ordinary course of business consistent with past practice); (v) agreements Contracts (including, without limitation, loan agreements, credit agreements, notes, bonds, mortgages or other agreements, indentures or instruments) relating to indebtedness for borrowed money (whether incurredmoney, assumedletters of credit, guaranteedthe deferred purchase price of property, conditional sale arrangements, capital lease obligations, obligations secured by a Lien, or interest rate or currency hedging activities (including guarantees or other contingent liabilities in respect of any asset of the foregoing but in any event excluding trade payables arising in the ordinary course of business consistent with past practice, intercompany indebtedness and immaterial leases for telephones, copy machines, facsimile machines and other office equipment); (vi) Loans or otherwise) for advances to (other than advances to employees in respect of travel and entertainment expenses in the ordinary course of business in amounts in excess of $1,000,00012,500 or less to any individual on any date of determination, (B) agreements for and $150,000 in the lease aggregate on any date of real determination), or personal property to investments in, any Person, other than the Company or from a Subsidiary, or any person with lease payments in excess of $100,000 per year, (C) partnership agreements, joint venture agreements or other similar agreements Contracts relating to similar business arrangementsthe making of any such loans, advances or investments or any Contracts involving a sharing of profits (D) confidentiality or noncompetition agreements other than except for bonus arrangements with respect to confidentiality agreements employees entered into in the ordinary course of business for the benefit of Parent's or its Subsidiaries' vendors or customersconsistent with past practice); (vii) Contracts relating to any material joint venture, (E) profit sharingpartnership, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other plans or arrangements for the benefit of current or former employees or directors of Parent and its Subsidiaries, (F) collective bargaining strategic alliance or similar agreementsarrangement (including, without limitation, any franchising agreement); (Gviii) agreements for the employment or retention of any individual on Contracts to be performed relating to capital expenditures with a full-time, part-time, consulting, or other basis not terminable on less than thirty (30) days notice without penalty or cost, (H) agreements under which it has advanced or loaned any amount value in excess of $10,000 250,000 in any calendar year, or in the aggregate capital expenditures with a value in excess of $1,000,000; (ix) Contracts relating to any Liquor License of the employees or affiliates of Parent, except for reimbursable business expenses any Company Restaurant (as determined defined in accordance Section 3.16(b)); (x) Contracts which contain restrictions with Parent's established employee reimbursement policies and consistent with past practices), (I) agreements for the purchase respect to payment of dividends or receipt any other distribution in respect of materials, software, supplies, goods, services, equipment or other assets that provide for either annual or aggregate payments by Parent or its Subsidiaries of $100,000 or more capital stock (other than Hydrocarbon Agreementsthe Company Senior Credit Agreement), ; (Jxi) sales, distribution, vendor Contracts containing covenants purporting to restrict the Company or any of its affiliates from competing with any Person or which restrict any other similar agreements Person from competing with the Company or arrangements providing for the sale, transfer or barter by Parent or any of its Subsidiaries of materials, supplies, goods, services, equipment, or other assets that provide for either annual or aggregate payments to Parent of $100,000 or more affiliates; (other than Hydrocarbon Agreements), (Kxii) agreements or term sheets relating to the acquisition or disposition of any business or assets of Parent (whether by merger, sale of stock, sale of assets or otherwise), excluding documentation relating to this Agreement and agreements or terms sheets in existence prior to December 31, 1998, (L) Hydrocarbon Agreements and (M) other agreements Contracts which are material to Parent the Company or any of the Subsidiaries and which restrict the Company or any of the Subsidiaries from disclosing any information concerning or obtained from any other Person (collectively other than Contracts entered into in the "Parent Material Agreements"ordinary course of business).; (iixiii) Parent has delivered Contracts that would be required to be disclosed under Item 404 of Regulation S-K under the Company a true, complete and correct copy of each Parent Material Agreement.Securities Act; or (iiixiv) Contracts of the type described under Item 601(b)(10) of Regulation S-K under the Securities Act. Each Parent Company Material Agreement Contract is in full force and effect, has not been modified or amended and constitutes the legal, is a valid and binding obligation of Parent the Company or its Subsidiariesthe Subsidiary party thereto and, as to the case may beCompany's Knowledge, enforceable in accordance with its terms and will continue to be so on identical terms immediately following each other party thereto. There exists no default or event of default or event, occurrence, condition or act (including the consummation of the transactions contemplated by this Agreementhereby) on the part of the Company or any Subsidiary or, and Parent or its Subsidiariesto the Company's Knowledge, as on the case may be, are not in default under part of any of such agreements, nor has other party to any event or circumstance occurred Company Material Contract that, with the giving of notice or the lapse of time or both, would constitute any become a default or event of default by Parent under any Company Material Contract, except for such defaults or its Subsidiariesevents of default which have not resulted in and would not reasonably be likely to result in, as the case may be. No other party to any of the Parent Material Agreements (A) is, to the knowledge of Parent, in default individually or in the performance of any covenant or obligation to be performed by it pursuant to any such Parent aggregate, a Company Material Agreement or (B) has given notice that it intends to terminate, or alter in any way adverse to Parent, its performance under such Parent Material AgreementAdverse Effect.

Agreements, Contracts and Commitments. (ia) The Parent applicable subpart of Section 3.11(a) of the Company Disclosure Schedule sets forth a true, complete and correct list all of all the following agreements, arrangements or understandings, whether written or oral, Contracts to which Parent the Company or its Subsidiaries are a party or by which it or any of its assets is bound (collectively, with the Real Property Leases, the “Company Material Contracts”): (i) Contracts entered into within the last three (3) years or otherwise having executory obligations on the part of the Company or its Subsidiaries is a party, and relating to the acquisition or disposition by the Company or its Subsidiaries of: (A) agreements relating to indebtedness for borrowed money any business, real property or business segment (whether incurredby merger, assumedconsolidation or other business combination, guaranteed, secured by any asset sale of assets or otherwise) for amounts in excess or the capital stock of $1,000,000any Person, (B) agreements for any of the lease assets of real the Company or personal property to or from any person with lease payments in excess of $100,000 per year, its Subsidiaries (C) partnership agreements, joint venture agreements or other similar agreements relating to similar business arrangements, (D) confidentiality or noncompetition agreements other than with respect to confidentiality agreements entered into sales of inventory or the disposition of obsolete equipment, in each case in the ordinary course of business) for consideration in excess of $25,000; (ii) Contracts relating to the incurrence, assumption or guarantee of any debt; (iii) any other Contracts (or groups of related Contracts) that are not terminable by the Company or any other Subsidiary without penalty on notice of sixty (60) days or less, which (A) which involve the expenditure or receipt of more than $25,000 annually or more than $100,000 over the remaining term, or (B) require performance by any Party more than one year from the Signing Date; (iv) Contracts that contain a change of control or other similar provision; (v) Contracts restricting the ability of the Company or any Subsidiary to operate or compete in any business for or with any Person or in any geographic area during any period of time; (vi) Contracts that require the benefit of Parent's Company or its Subsidiaries' vendors Subsidiaries to purchase minimum quantities (or customerspay any amount for failure to purchase any specific quantities) of goods or services, comply with “take or pay” arrangements, deal with any Person on an exclusive basis, or provide “most favored nations” or similar pricing to any Person; (Evii) profit sharingContracts that require the Company or any Subsidiary to indemnify or hold harmless any other Person (other than obligations of the Company or its Subsidiaries to indemnify its customers against third party intellectual property claims contained in the Company Form License Agreements); (viii) Contracts that provide for any partnership, joint venture, strategic alliance, teaming or similar arrangement; (ix) Contracts that provide for or relate to any employment or consulting relationship with any Person (other than at-will arrangements), including any stock option, stock purchase, stock appreciation, deferred compensation, severance, severance of other similar equity or other plans equity-like plan or arrangements for the benefit of arrangement involving current or former employees directors, managers, stockholders, officers, or directors of Parent and its Subsidiaries, employees; (Fx) collective bargaining Contracts under which the Company or similar agreements, (G) agreements for the employment any Subsidiary grants or retention is granted a license of any individual on a full-time, part-time, consulting, or other basis not terminable on less than thirty (30) days notice without penalty or cost, (H) agreements under which it has advanced or loaned any amount in excess of $10,000 to any of the employees or affiliates of Parent, except for reimbursable business expenses (as determined in accordance with Parent's established employee reimbursement policies and consistent with past practices), (I) agreements for the purchase or receipt of materials, software, supplies, goods, services, equipment or other assets that provide for either annual or aggregate payments by Parent or its Subsidiaries of $100,000 or more Intellectual Property (other than Hydrocarbon Agreements), (J) sales, distribution, vendor or other similar agreements or arrangements providing for the sale, transfer or barter by Parent or its Subsidiaries of materials, supplies, goods, services, equipment, or other assets that provide for either annual or aggregate payments to Parent of $100,000 or more (other than Hydrocarbon Agreements), (K) agreements or term sheets relating to the acquisition or disposition of any business or assets of Parent (whether by merger, sale of stock, sale of assets or otherwise), excluding documentation relating to this Agreement and agreements or terms sheets in existence prior to December 31, 1998, (L) Hydrocarbon Company Form License Agreements and (M) other agreements which are material to Parent (collectively the "Parent Material Agreements"). (ii) Parent has delivered licenses to the Company a true, complete and correct copy of each Parent Material Agreement. (iii) Each Parent Material Agreement is in full force and effect, has not been modified or amended and constitutes the legal, valid and binding obligation of Parent or its Subsidiaries, as applicable, of commercially-available software for total consideration of less than $5,000); (xi) Contracts with any Governmental Authority, including any settlement, conciliation or similar agreements with any Governmental Authority; (xii) Contracts granting a power of attorney; (xiii) Contracts relating to the case may be, enforceable in accordance with its terms and will continue to be so on identical terms immediately following the consummation sales or distributions of the transactions contemplated by this Agreement, and Parent Company’s or its SubsidiariesSubsidiary’s products or services (excluding purchase and sales orders entered into in the ordinary course of business and Company Form License Agreements); and (xiv) Contracts that are otherwise material to the business, operations or financial condition of the Company or its Subsidiaries and is outside the Company’s or its Subsidiary’s ordinary course of business; (xv) each Contract with any Person, including any financial advisor, broker, finder, investment banker or other Person, providing advisory services to Company or its Subsidiaries in connection with the Contemplated Transactions; (b) True, correct and complete copies of all Material Contracts as the case may be, currently in effect have previously been delivered to VINE. The Company and its Subsidiaries are not in default under any Material Contract. To the Knowledge of such agreementsthe Company, nor no other party to a Material Contract has breached, violated or defaulted under any event or Material Contract and no circumstance occurred exists that, with notice or lapse of time or bothboth (including the Company Merger), would constitute any event of a default by Parent or its Subsidiaries, as the case may beany party. No other party to any Section 3.11(b) of the Parent Company Disclosure Schedule sets forth summaries containing the terms of all oral Material Agreements (A) is, to the knowledge of Parent, in default in the performance of any covenant or obligation to be performed by it pursuant to any such Parent Material Agreement or (B) has given notice that it intends to terminate, or alter in any way adverse to Parent, its performance under such Parent Material AgreementContracts.

Agreements, Contracts and Commitments. (ia) The Parent Schedule 4.19 of the Company Disclosure Schedule Letter sets forth a true, correct and complete and correct list of all each Company Material Contract (as defined below) that is in effect as of the date of this Agreement. For purposes of this Agreement, “Company Material Contract” of the Group Companies shall mean each Company Real Property Lease and each of the following agreements, arrangements or understandings, whether written or oral, Contracts to which Parent or any of its Subsidiaries the Group Companies is a party, excluding any Company Benefit Plan: (Ai) agreements relating to indebtedness for borrowed money Each Contract (whether incurred, assumed, guaranteed, secured by any asset or otherwise) for amounts in excess of $1,000,000, (B) agreements for the lease of real or personal property to or from any person with lease payments in excess of $100,000 per year, (C) partnership agreements, joint venture agreements or other similar agreements relating to similar business arrangements, (D) confidentiality or noncompetition agreements other than purchase orders with respect to confidentiality agreements suppliers or customers entered into in the ordinary course of business for business) that the benefit of Parent's or its Subsidiaries' vendors or customers, (E) profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severanceCompany has involved, or other plans reasonably anticipates will involve, aggregate annual payments or arrangements for the benefit of current consideration furnished by or former employees or directors of Parent and its Subsidiaries, (F) collective bargaining or similar agreements, (G) agreements for the employment or retention of any individual on a full-time, part-time, consulting, or other basis not terminable on less than thirty (30) days notice without penalty or cost, (H) agreements under which it has advanced or loaned any amount in excess of $10,000 to any of the employees Group Companies of more than $500,000; (ii) Each mortgage, note, debenture, instalment obligation, other evidence of indebtedness, guarantee, loan, credit or affiliates financing agreement, arrangement or instrument or other Contract for money borrowed by any of Parent, except for reimbursable business expenses the Group Companies from a third party or security agreement or other contract or instrument that grant any Lien on any material asset of the Group Companies; (as determined in accordance with Parent's established employee reimbursement policies and consistent with past practices), (Iiii) agreements Each Contract for the purchase acquisition of any property or receipt of materials, software, supplies, goods, services, equipment Person or other assets that provide for either annual any business division thereof or aggregate payments by Parent or its Subsidiaries of $100,000 or more (other than Hydrocarbon Agreements), (J) sales, distribution, vendor or other similar agreements or arrangements providing for the sale, transfer or barter by Parent or its Subsidiaries of materials, supplies, goods, services, equipment, or other assets that provide for either annual or aggregate payments to Parent of $100,000 or more (other than Hydrocarbon Agreements), (K) agreements or term sheets relating to the acquisition or disposition of any business or material assets of Parent any of the Group Companies (in each case, other than in the ordinary course of business and whether by merger, sale structured as an acquisition of stock, sale of assets or otherwise), with outstanding obligations to make payments, contingent or otherwise (including with respect to “earnout” payments, notes or indemnification obligations), other than Contracts for the sale of obsolete equipment or Contracts in which the applicable acquisition or disposition has been consummated and there are no material continuing obligations in respect thereof; (iv) Each collective bargaining agreement, works council agreement or other similar Contract with any labor union or employee representatives; (v) Each lease, rental agreement, installment and conditional sale agreement, or other Contract that, in each case, (A) provides for the ownership of, leasing of, title to, use of, or any leasehold or other interest in any real property or personal property; and (B) involves annual payments in excess of $500,000; (vi) Each joint venture Contract, partnership agreement, limited liability company agreement, strategic alliance agreement or other similar Contract with a third party (a) involving any sharing of profits, revenues, fee income, losses, costs or liabilities or otherwise based in whole or in part on financial performance measures of the Group Companies or (b) pursuant to which the Group Companies have any ownership interest in any other Person (in each case, other than with respect to wholly owned Company Subsidiaries); (vii) Each Contract (other than those made in the ordinary course of business): (A) providing for the grant of an option or a first-refusal, first-offer or similar preferential right to purchase, lease or acquire any material asset of the Group Companies; (B) providing for any right to reproduce any products, services or technology of the Group Companies or (C) providing for any right (exclusive or non-exclusive) to sell or distribute any material product, service or technology of any of the Group Companies; (viii) Each Contract that is an IP License, excluding documentation licenses to: (A) non-exclusive licenses to Owned Intellectual Property granted to customers in the ordinary course of business; (B) Open Source Software; and (C) off-the-shelf Software commercially available on standard, non-discriminatory terms for an annual or aggregate fee of no more than $500,000 per year; (ix) Each Contract providing for the invention, creation, conception or other development of any Intellectual Property: (A) by any of the Group Companies for any third party, other than development for customers in the ordinary course of business for which the Company (or after the Reorganization, Newco) retains sole and exclusive ownership; (B) by any third party for any of the Group Companies, other than Contracts entered into with employees, consultants and independent contractors that are the subject of Section 4.17(e); or (C) jointly by any of the Group Companies and any third party; (x) Each Contract granting any exclusivity, “most favored nations”, “take or pay” or similar rights; (xi) Each Contract with any supplier (A) that is a sole source supplier to the Group Companies or (B) from which the Group Companies source substantially all of their supply of any material product or service, except where the Group Companies would likely be able to replace such source of supply with a substitute supply at substantially the same volume, on substantially comparable terms and without material delay; (xii) Each Contract or customary non-disclosure agreement that purports to materially limit or contains covenants expressly and materially limiting the freedom of the Group Companies to compete with any person in a product line or line of business or to operate in any geographic area or solicit customers; (xiii) Each Contract relating to this Agreement and agreements any Financial Derivative/Hedging Arrangement; (xiv) Each Contract under which any of the benefits thereunder, to any Person party thereto, shall be increased, or terms sheets in existence the vesting of benefits of which shall be accelerated, by the consummation of the Transactions or the value of any of the benefits of which shall be calculated on the basis of any of the Transactions; (xv) Each Contract to which any Insider of the Group Companies, or any entity owned or controlled by an Insider, is a party, excluding any employee benefit plan or other plans, programs, policies, commitments or arrangements that would constitute an employee benefit plan; (xvi) Each settlement or coexistence agreement with respect to any pending or threatened action (A) entered into within twelve (12) months prior to December 31the date of this Agreement, 1998other than settlement agreements for cash only (which has been paid) that does not exceed $500,000 as to such settlement or (B) with respect to which unsatisfied amounts remain outstanding; (xvii) Each Managed Services Agreement; (xviii) Each obligation to register any Company Stock or other securities of the Company (or after the Reorganization, Newco) with any Governmental Entity; (xix) Each document required to be filed with the Registration Statement under applicable SEC requirements or would otherwise be required to be filed by the Company (or after the Reorganization, Newco) as an exhibit for a Form S-1 pursuant to Items 601(b)(1), (L2), (4), (9) Hydrocarbon Agreements and or (M10) other agreements which are material to Parent of Regulation S-K under the Securities Act as if the Company (collectively or after the "Parent Material Agreements")Reorganization, Newco) was the registrant; and (xx) Any written offer or proposal which, if accepted, would constitute any of the foregoing. (iib) Parent has delivered to the All Company a true, complete and correct copy of each Parent Material Agreement. Contracts are: (iiii) Each Parent Material Agreement is in full force and effect, has not been modified or amended subject to the Remedies Exception; and constitutes (ii) represent the legal, valid and binding obligation of Parent or its Subsidiaries, as the case may be, enforceable in accordance with its terms and will continue to be so on identical terms immediately following the consummation obligations of the transactions contemplated by this AgreementGroup Company party thereto and, to the Knowledge of the Company (and after the Reorganization, Newco), represent the valid and binding obligations of the other parties thereto. True, correct and complete copies of all Company Material Contracts have been made available to Parent. None of the Group Companies nor, to the Knowledge of the Company (and after the Reorganization, Newco), any other party thereto, is in breach of or default under, and Parent or its Subsidiaries, as the case may be, are not in default under any of such agreements, nor no event has any event or circumstance occurred that, which with notice or lapse of time or bothboth would become a breach of or default under, would constitute any event of default by Parent or its Subsidiariesthe Company Material Contracts, as the case may be. No other and no party to any Company Material Contract has given any written claim or notice of any such breach, default or event, which individually or in the Parent Material Agreements (A) isaggregate, would be reasonably likely to be material to the knowledge of ParentGroup Companies, in default in the performance of any covenant or obligation to be performed by it pursuant to any such Parent Material Agreement or (B) has given notice that it intends to terminate, or alter in any way adverse to Parent, its performance under such Parent Material Agreementtaken as a whole.

Agreements, Contracts and Commitments. (a) Section 2.10(a) of the Disclosure Schedule lists each of the following Contracts to which the Seller Parties are bound as of the date of this Agreement, that relate to the operation of the Business or the Purchased Assets (the “Material Contracts”): (i) The Parent Disclosure Schedule sets forth a trueany independent contractor or consulting agreement, complete and correct list of Contract or commitment with an independent contractor, individual consultant or non-employee salesperson (in all the following agreementscases in other than Seller Parties’ standard form), arrangements or understandings, whether written or oral, to which Parent or any of its Subsidiaries is consulting or sales agreement, contract, or commitment with a party, (A) agreements relating to indebtedness firm or other organization that provides for borrowed money (whether incurred, assumed, guaranteed, secured by any asset or otherwise) for amounts annualized compensation in excess of $1,000,000, 100,000; (Bii) agreements for the any lease of real personal property; (iii) any agreement of indemnification or personal property to or from guaranty; (iv) any person with lease Contract involving future payments in excess of $100,000 per year, (C) partnership agreements, joint venture agreements or other similar agreements relating to similar business arrangements, (D) confidentiality or noncompetition agreements other than with respect to confidentiality agreements entered into in that requires the ordinary course payment of business for the benefit of Parent's or its Subsidiaries' vendors or customers, (E) profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other plans or arrangements for the benefit of current or former employees or directors of Parent and its Subsidiaries, (F) collective bargaining or similar agreements, (G) agreements for the employment or retention of any individual on a full-time, part-time, consulting, or other basis not terminable on less than thirty (30) days notice without penalty or cost, (H) agreements under which it has advanced or loaned any amount royalties in excess of $10,000 100,000; (v) any Contract relating to any the disposition or acquisition of assets (tangible or intangible) or properties of the employees Business not in the Ordinary Course of Business; (vi) any mortgages, indentures, guarantees, loans or affiliates of Parentcredit agreements, except for reimbursable business expenses (as determined in accordance with Parent's established employee reimbursement policies and consistent with past practices), (I) security agreements for the purchase or receipt of materials, software, supplies, goods, services, equipment or other assets that provide for either annual Contracts relating to the borrowing of money, the extension of credit or aggregate payments by Parent the continuing or future grant of any Lien; (vii) any Contract containing covenants or other obligations granting or containing any current or future commitments regarding exclusive rights, non‑competition, “most favored nations,” restriction on the operation or scope of its Subsidiaries of $100,000 businesses or more operations, or similar terms; (other than Hydrocarbon Agreements), (Jviii) salesany dealer, distribution, vendor marketing, development or joint venture agreement; (ix) any sales representative, original equipment manufacturer, manufacturing, value added, marketing, remarketer, reseller, or independent software vendor, distribution or other similar agreements agreement; (x) any Contract with any customer of the Business; (xi) IP Contracts and any agreement, Contract or arrangements providing commitment that obligates the Business to provide future deliverables to any Person including, without limitation, licenses to Transferred IP or the performance of services; (xii) any Contract that restricts or prohibits Seller Parties from hiring or soliciting for hire any individual to perform employment or consulting services for the sale, transfer or barter by Parent or its Subsidiaries Business; or (xiii) any Assumed Contract that does not have a limitation of materials, supplies, goods, services, equipment, or other assets that provide for either annual or aggregate payments to Parent of $100,000 or more (other than Hydrocarbon Agreements), (K) agreements or term sheets relating to the acquisition or disposition of any business or assets of Parent (whether by merger, sale of stock, sale of assets or otherwise), excluding documentation relating to this Agreement and agreements or terms sheets in existence prior to December 31, 1998, (L) Hydrocarbon Agreements and (M) other agreements which are material to Parent (collectively the "Parent Material Agreements")liability arising from direct damages. (iib) Parent has delivered to Section 2.10(b) of the Company a trueDisclosure Schedule sets forth all necessary consents, complete waivers and correct copy approvals of each Parent Material parties in connection with the Asset Purchase or the other transactions contemplated by this Agreement or any Related Agreement. (iiic) Each Parent Material There is no breach or default (or right to terminate, accelerate, or modify any rights of the counterparty or obligations of any of the Seller Parties or their Affiliates, or following the Closing, the Buyer Parties) under any Assumed Contract, nor will the execution of this Agreement is in full force and effect, has not been modified or amended and constitutes the legal, valid and binding obligation of Parent or its Subsidiaries, as the case may be, enforceable in accordance with its terms and will continue to be so on identical terms immediately following the consummation of the transactions contemplated by this Agreementherein give rise to any such breach, default, or right. The Seller Parties and Parent or its Subsidiaries, as the case may be, are their Affiliates have not in default under received any of such agreements, nor has written notice from any event or circumstance occurred that, with notice or lapse of time or both, would constitute any event of default by Parent or its Subsidiaries, as the case may be. No other counter party to any Assumed Contract, nor do the Seller Parties or their Affiliates have Knowledge of any facts or circumstances that would reasonably be expected to result in any claim, of any breach or default by the Seller Parties or their Affiliates under any Assumed Contract, or any right of the Parent Material Agreements (A) is, to the knowledge of Parent, in default in the performance of any covenant or obligation to be performed by it pursuant to any such Parent Material Agreement or (B) has given notice that it intends applicable counterparty to terminate, accelerate, or alter in modify any way adverse to Parentrights of the counterparty or obligations of any of the Seller Parties or their Affiliates, its performance under such Parent Material Agreementor, following the Closing, the Buyer Parties.

Agreements, Contracts and Commitments. (a) Except as contemplated by this Agreement, the Company is not a party to, or bound by: (i) The Parent Disclosure Schedule sets forth a trueany employment, complete and correct list of all the following agreementscontractor or consulting agreement, arrangements contract or understandingscommitment with an employee or individual consultant, whether written contractor, or oralsalesperson, any agreement, contract or commitment to which Parent grant any severance or any of its Subsidiaries is a party, termination pay (A) agreements relating to indebtedness for borrowed money (whether incurred, assumed, guaranteed, secured by any asset in cash or otherwise) for amounts in excess to any employee, or any contractor, consulting or sales agreement, contract, or commitment with a firm or other organization; (ii) any agreement or plan, including any stock option plan, stock appreciation rights plan or stock purchase plan, any of $1,000,000the 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; (Biii) agreements for the any fidelity or surety bond or completion bond; (iv) any lease of real or personal property to or from any person with lease involving payments in excess of $100,000 per year10,000 individually or $20,000 in the aggregate; (v) any Contracts between the Company and any other person wherein or whereby the Company has agreed to, (C) partnership agreementsor assumed, joint venture agreements any obligation or other duty to warrant, indemnify, reimburse, hold harmless, guaranty or otherwise assume or incur any similar agreements relating to similar business arrangements, (D) confidentiality obligation or noncompetition agreements other than liability or provide a right of rescission with respect to confidentiality the infringement or misappropriation by the Company or such other person of the Intellectual Property Rights of any person other than the Company, other than (i) the Company’s standard customer warranties, copies of which have been made available to Buyer (ii) the public or open source technology listed in Section 4.15(s) of the Company Disclosure Schedule, and (iii) other non-exclusive licenses and related agreements with respect thereto of the Company Products to end users pursuant to written agreements that have been entered into in the ordinary course of business for that do not materially differ in substance from the benefit Company’s standard form(s) of Parent's end user license including attachments (which is or its Subsidiaries' vendors or customers, are included in Section 4.15(l) of the Company Disclosure Schedule); (Evi) profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other plans or arrangements for any Contract relating to capital expenditures by the benefit of current or former employees or directors of Parent Company and its Subsidiaries, (F) collective bargaining or similar agreements, (G) agreements for the employment or retention of any individual on a full-time, part-time, consulting, or other basis not terminable on less than thirty (30) days notice without penalty or cost, (H) agreements under which it has advanced or loaned any amount involving future payments in excess of $10,000 individually or $20,000 in the aggregate; (vii) any Contract relating to the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course of the Company’s business; (viii) any Contract relating to the borrowing of money or extension of credit other than accounts receivable and payable in the ordinary course of business; (ix) any purchase order or contract for the purchase of materials involving in excess of $10,000 individually or $20,000 in the aggregate; (x) any dealer, joint marketing, strategic alliance, affiliate or development agreement; (xi) any Contract 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; (xii) any sales representative, original equipment manufacturer, manufacturing, value added, remarketer, reseller, or independent software vendor, or other agreement for use or distribution of the Company Products; or (xiii) any other Contract that involves $10,000 individually or $20,000 in the aggregate or more and is not cancelable without penalty within 30 days. (b) 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 employees or affiliates Company, enforceable against each of Parent, except for reimbursable business expenses (as determined the parties thereto in accordance with Parent's established employee reimbursement policies and consistent with past practices)its terms, (I) agreements for the purchase or receipt of materials, software, supplies, goods, services, equipment or other assets that provide for either annual or aggregate payments by Parent or its Subsidiaries of $100,000 or more (other than Hydrocarbon Agreements), (J) sales, distribution, vendor or other similar agreements or arrangements providing for the sale, transfer or barter by Parent or its Subsidiaries of materials, supplies, goods, services, equipment, or other assets that provide for either annual or aggregate payments to Parent of $100,000 or more (other than Hydrocarbon Agreements), (K) agreements or term sheets relating subject to the acquisition or disposition of any business or assets of Parent (whether by mergerBankruptcy Exception, sale of stock, sale of assets or otherwise), excluding documentation relating to this Agreement and agreements or terms sheets in existence prior to December 31, 1998, (L) Hydrocarbon Agreements and (M) other agreements which are material to Parent (collectively the "Parent Material Agreements"). (ii) Parent has delivered to the Company a true, complete and correct copy of each Parent Material Agreement. (iii) Each Parent Material Agreement is in full force and effecteffect with respect to the Company and, to the Knowledge of the Shareholders, any other party thereto. The Company is in compliance with and has not been modified breached, violated or amended and constitutes the legaldefaulted under, valid and binding obligation of Parent or its Subsidiariesreceived notice that it has breached, as the case may beviolated or defaulted under, enforceable in accordance with its terms and will continue to be so on identical terms immediately following the consummation of the transactions contemplated by this Agreement, and Parent or its Subsidiaries, as the case may be, are not in default under any of such agreements, nor has any event or circumstance occurred that, with notice or lapse of time or both, would constitute any event of default by Parent or its Subsidiaries, as the case may be. No other party to any of the Parent Material Agreements (A) isterms or conditions of any such Contract, nor to the knowledge Knowledge of Parent, in default in the performance of Shareholders is any covenant or obligation party obligated to be performed by it the Company pursuant to any such Parent Contract subject to any breach, violation or default thereunder, nor do the Shareholders 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 such other party. True and complete copies of each Contract disclosed in the Company Disclosure Schedule or required to be disclosed pursuant to this Section 4.16 (each a “Material Agreement or Contract” and collectively, the “Material Contracts”) have been delivered to Buyer. (Bc) The Company has given notice fulfilled all material obligations required pursuant to each Contract to have been performed by the Company prior to the date hereof, and, without giving effect to the Stock Purchase, the Company has no reason to believe it will be unable to fulfill, when due, all of its obligations under the Material Contracts that it intends remain to terminate, or alter in any way adverse to Parent, its performance under such Parent Material Agreementbe performed after the date hereof. (d) All outstanding indebtedness of the Company may be prepaid without penalty.

Agreements, Contracts and Commitments. (a) The K*TEC Disclosure Schedule contains a complete and accurate list of all leases, contracts and arrangements described below in clauses (i) The Parent through (xi) below to which K*TEC is a party or relating primarily to K*TEC's business ("K*TEC Material Contracts") ------------------------ (i) each contract or arrangement with any of the customers of K*TEC listed on the K*TEC Disclosure Schedule sets forth a true, complete and correct list involving performance of all the following agreements, arrangements services or understandings, whether written delivery of goods or oral, materials to which Parent K*TEC of an amount or any of its Subsidiaries is a party, (A) agreements relating to indebtedness for borrowed money (whether incurred, assumed, guaranteed, secured by any asset or otherwise) for amounts value in excess of $1,000,000100,000, other than purchase orders received by K*TEC in the ordinary course of business requiring K*TEC to perform services or deliver goods; (Bii) agreements for each contract or arrangement with any of the lease suppliers to K*TEC listed on the K*TEC Disclosure Schedule involving performance of real services or personal property delivery of goods or materials to K*TEC of an amount or from any person with lease payments value in excess of $100,000 per year100,000, (C) partnership agreements, joint venture agreements or other similar agreements relating to similar business arrangements, (D) confidentiality or noncompetition agreements other than with respect to confidentiality agreements purchase orders entered into by K*TEC in the ordinary course of business for the benefit purchase of Parent's services or goods by K*TEC; (iii) each note, debenture, other evidence of indebtedness, guarantee, loan, letter of credit, surety bond or financing agreement or instrument or other contract for money borrowed, including any agreement or commitment for future loans, credit or financing entered into by K*TEC or by which K*TEC or any of its Subsidiaries' vendors properties or customersassets are bound; (iv) each lease, rental or occupancy agreement, license, installment and conditional sales agreement, and other contract or arrangement affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property and involving aggregate payments in excess of $100,000; (Ev) profit sharingeach licensing agreement or other agreement with respect to patents, stock optiontrademarks, stock purchase, stock appreciation, deferred compensation, severancecopyrights, or other plans or arrangements for the benefit intellectual property and involving aggregate payments in excess of $100,000, and each agreement with current or former employees employees, consultants, or directors contractors regarding the appropriation or the nondisclosure of Parent and its Subsidiaries, any Intellectual Property; (Fvi) each collective bargaining agreement or similar agreementsother agreement to or with any labor union or other employee representative of a group of employees relating to wages, hours and other conditions of employment; (Gvii) agreements for the employment or retention of any individual on a full-timeeach joint venture agreement, part-time, consultingpartnership agreement, or limited liability company agreement or other basis not terminable on less than thirty agreement (30however named) days notice without penalty involving a sharing of profits, losses, costs or cost, liabilities by K*TEC with any other Person; (Hviii) agreements under which it has advanced or loaned any each agreement that commits capital expenditures after the date hereof in an amount in excess of $10,000 to 100,000; (ix) each power of attorney which is currently effective and outstanding; (x) each agreement between K*TEC and any of the employees its Affiliates or affiliates of ParentSubsidiaries; and (xi) each written warranty, except for reimbursable business expenses (as determined in accordance with Parent's established employee reimbursement policies and consistent with past practices), (I) agreements for the purchase or receipt of materials, software, supplies, goods, services, equipment or other assets that provide for either annual or aggregate payments by Parent or its Subsidiaries of $100,000 or more (other than Hydrocarbon Agreements), (J) sales, distribution, vendor guaranty or other similar agreements or arrangements providing for the sale, transfer or barter undertaking with respect to contractual performance extended by Parent or its Subsidiaries of materials, supplies, goods, services, equipment, or other assets that provide for either annual or aggregate payments to Parent of $100,000 or more (K*TEC other than Hydrocarbon Agreements), (K) agreements or term sheets relating to in the acquisition or disposition ordinary course of any business or assets of Parent (whether by merger, sale of stock, sale of assets or otherwise), excluding documentation relating to this Agreement and agreements or terms sheets in existence prior to December 31, 1998, (L) Hydrocarbon Agreements and (M) other agreements which are material to Parent (collectively the "Parent Material Agreements")business. (iib) Parent has delivered to the Company a true, complete True and correct copy copies of each Parent written K*TEC Material AgreementContract have been delivered or made available to EFTC. (iiic) Each Parent Except as set forth on the K*TEC Disclosure Schedule, each of the K*TEC Material Agreement Contracts listed on the K*TEC Disclosure Schedule: (i) is in full force and effect, has not been modified or amended and constitutes (ii) represents the legal, legally valid and binding obligation of Parent or its SubsidiariesK*TEC and, as to the case may beknowledge of K*TEC, the other parties thereto, and is enforceable against K*TEC and such parties in accordance with its terms and will continue to be so terms. Except as set forth on identical terms immediately following the consummation of the transactions contemplated by this AgreementK*TEC Disclosure Schedule, and Parent or its Subsidiaries, as the case may be, are K*TEC is not in default under material breach of any of such agreements, nor K*TEC Material Contract and to K*TEC's knowledge no condition exists or event has any event or circumstance occurred thatwhich, with notice or lapse of time or both, would constitute any event a material default or a basis for force majeure or the claim of default by Parent excusable delay or its Subsidiariesnonperformance under such K*TEC Material Contracts, except for conditions that would not, individually or in the aggregate, have a K*TEC Material Adverse Effect. (d) Except as set forth on the case may be. No other party to any of the Parent Material Agreements (A) isK*TEC Disclosure Schedule, there are no renegotiations of, or, to K*TEC's knowledge, attempts to renegotiate, or outstanding rights to renegotiate, any material amounts paid or payable to K*TEC under current or completed K*TEC Material Contracts, with any Person or entity having the knowledge of Parent, contractual or statutory right to demand or require such renegotiation. K*TEC has not received any written demand for such negotiation in default in the performance respect of any covenant or obligation to be performed by it pursuant to any such Parent Material Agreement or (B) has given notice that it intends to terminate, or alter in any way adverse to Parent, its performance under such Parent Material AgreementK*TEC Contract.

Agreements, Contracts and Commitments. (a) Schedule 2.19 (i) The Parent Disclosure Schedule sets forth a true, complete and correct list of all customers representing 5% or more of the Companies' revenues for the fiscal year ended December 31, 1998 and the interim period ended on September 30, 1999 (the "Material Customers"), and (ii) sets forth an accurate list and briefly describes the following agreements, arrangements or understandings, whether written or oral, contracts to which Parent the Companies are currently a party or by which either of them or any of its Subsidiaries their respective properties is a party, bound (the "Listed Agreements"): (A) agreements relating to indebtedness for borrowed money (whether incurredall customer contracts, assumed, guaranteed, secured other than purchase orders entered into by any asset or otherwise) for amounts the Companies in excess the ordinary course of $1,000,000business, (B) agreements contracts with any labor organizations, (C) leases providing for the lease of real or personal property to or from any person with lease annual rental payments in excess of $100,000 per year, (C) partnership agreements, joint venture agreements or other similar agreements relating to similar business arrangements10,000, (D) confidentiality loan agreements, (E) pledge and security agreements, (F) financing agreements, (G) indemnity or noncompetition guaranty agreements other than with respect or obligations, (H) bonds, debentures and indentures, (I) notes, (J) mortgages, (K) joint venture, partnership or cost-sharing agreements, (L) options to confidentiality purchase real or personal property, (M) agreements entered into in relating to the purchase or sale by the Companies of assets or securities outside the ordinary course of business for the benefit of Parent's or its Subsidiaries' vendors or customersmore than $10,000, (EN) profit sharingagreements, stock optionwhich, stock purchaseby their terms, stock appreciation, deferred compensation, severance, or other plans or arrangements for require the benefit consent of current or former employees or directors any party thereto to the consummation of Parent and its Subsidiariesthe transactions contemplated hereby, (FO) collective bargaining voting trust agreements or similar stockholders' agreements, (GP) agreements providing for the employment purchase from a supplier of all or retention substantially all the requirements of the Companies of a particular product, material or service and (Q) any individual on a full-timeother contracts, part-timewarranties, consultingcommitments, or other basis not terminable on less than thirty (30) days notice without penalty or costunderstandings, (H) instruments and similar agreements under and arrangements which it has advanced or loaned any amount involve aggregate payments in excess of $10,000 to that cannot be canceled in 30 days' or less notice without penalty or premium or any of the employees continuing obligation or affiliates of Parent, except for reimbursable business expenses (as determined in accordance with Parent's established employee reimbursement policies and consistent with past practices), (I) agreements for the purchase or receipt of materials, software, supplies, goods, services, equipment or other assets that provide for either annual or aggregate payments by Parent or its Subsidiaries of $100,000 or more (other than Hydrocarbon Agreements), (J) sales, distribution, vendor or other similar agreements or arrangements providing for the sale, transfer or barter by Parent or its Subsidiaries of materials, supplies, goods, services, equipment, or other assets that provide for either annual or aggregate payments to Parent of $100,000 or more (other than Hydrocarbon Agreements), (K) agreements or term sheets relating liability. Prior to the acquisition or disposition date hereof, the Companies have made available to the Purchaser true, complete and correct copies and complete written descriptions of any business or assets of Parent (whether by mergerall the Listed Agreements. Except as set forth in Schedule 2.19, sale of stock, sale of assets or otherwise), excluding documentation relating to this Agreement and agreements or terms sheets in existence prior to since December 31, 1998, (Li) Hydrocarbon Agreements and (M) other agreements which none of the Companies have breached any material provision of, or are in default in any material to Parent (collectively respect under the "Parent Material Agreements"). (ii) Parent has delivered terms of any Listed Agreement and, to the Company a true, complete and correct copy of each Parent Material Agreement. (iii) Each Parent Material Agreement is in full force and effect, has not been modified or amended and constitutes the legal, valid and binding obligation of Parent or its Subsidiaries, as the case may be, enforceable in accordance with its terms and will continue to be so on identical terms immediately following the consummation knowledge of the transactions contemplated by this AgreementSeller, no event has occurred and Parent or its Subsidiariesno condition exists which, as the case may be, are not in default under any of such agreements, nor has any event or circumstance occurred that, with after notice or lapse of time or both, would constitute such a material default under the terms of any event of default such Listed Agreement by Parent any third party and (ii) no Material Customer has canceled or its Subsidiaries, as the case may be. No other party to any of the Parent Material Agreements (A) issubstantially reduced or, to the knowledge of Parentthe Seller and each Trust, is threatening to cancel or substantially reduce its purchases of the Companies' products or services. The Listed Agreements are in default full force and effect and constitute valid and binding agreements of the Companies and, to the knowledge of the Seller, the other parties thereto in accordance with their respective terms. (b) Except as set forth in Schedule 2.19, the Companies are not a party to any contracts that expressly provide for price redetermination or renegotiation (it being understood and agreed that the foregoing representation and warranty does not apply to purchase orders entered into in the performance ordinary course of business). Except to the extent set forth in Schedule 2.19, the Companies are not required to provide any bonding or other financial security arrangements in any material amount in connection with any transactions with any of its customers or suppliers. (c) Except as set forth in Schedule 2.19, to the knowledge of the Seller, none of the Companies or the Seller, nor any officer, employee, stockholder, director, representative or agent thereof is a party to any contract, arrangement, commitment or understanding among themselves or with any of the Companies' customers for the repurchase of products, sharing of fees, rebating of charges, bribes, kickbacks or other similar arrangements. (d) Except as set forth in Schedule 2.19, the Seller has no knowledge of any covenant plan or obligation to be performed by it pursuant intention of any other party to any Listed Agreement to exercise any right to cancel or terminate that Listed Agreement, and the Seller has no knowledge of any condition or state of facts which would justify the exercise of such Parent Material Agreement or (B) has given notice that it intends to terminate, or alter in any way adverse to Parent, its performance under such Parent Material Agreementa right.

Agreements, Contracts and Commitments. (a) Except as set forth in Section 2.15(a) of the Disclosure Schedule (specifying the appropriate subsection of this Section 2.15(a)), neither the Company nor any Company Subsidiary is a party to or bound by, nor does the Company nor any Company Subsidiary have any continuing obligations under: (i) The Parent Disclosure Schedule sets forth a true, complete and correct list of all the following agreements, arrangements any Contract to grant any severance or understandings, whether written or oral, to which Parent or any of its Subsidiaries is a party, termination pay (A) agreements relating to indebtedness for borrowed money (whether incurred, assumed, guaranteed, secured by any asset in cash or otherwise) for amounts to any Employee or Consultant in excess of $1,000,000100,000; (ii) any agreement, plan or other Contract, including any stock option plan, stock appreciation 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 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; (Biii) any collective bargaining, union or works council agreement or any other Contract (each a “Labor Contract”) with a union, trade union, works counsel, or any other labor-relations entity (each a “Labor Entity”); (iv) any Manufacturing or supply agreements for (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 other provider of clinical trial or related services (excluding non-disclosure agreements with any such 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; (v) any lease of real or personal property to or from any person with lease requiring annual payments in excess of $100,000 per year25,000; (vi) any Contract that imposes surety, guaranty or indemnification obligations on the Company or any Company Subsidiary; (Cvii) partnership agreements, joint venture agreements or other similar agreements any Contract relating to similar capital expenditures and involving future payments in excess of $75,000 individually or $200,000 in the aggregate; (viii) any Contract relating to the disposition or acquisition of assets or any interest in any business arrangements, (D) confidentiality or noncompetition agreements other than with respect to confidentiality agreements entered into in enterprise outside the ordinary course of business consistent with past practice; (ix) any Contract under which the Company’s or any Company Subsidiary’s obligations continue for the benefit a period longer than twelve (12) months and is not cancelable without penalty upon notice of Parent's or its Subsidiaries' vendors or customers, (E) profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other plans or arrangements for the benefit of current or former employees or directors of Parent and its Subsidiaries, (F) collective bargaining or similar agreements, (G) agreements for the employment or retention of any individual on a full-time, part-time, consulting, or other basis not terminable on less than thirty (30) days notice without penalty or costless; (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; (Hxi) agreements under which it has advanced any purchase order or loaned any amount Contract for the purchase of materials involving in excess of $10,000 75,000 individually or $200,000 in the aggregate; (xii) any reseller, referral, advertising, agency, dealer, distributor, joint marketing, joint venture, partnership or strategic alliance Contract; (xiii) any Contract, including any Contract to exclusively negotiate with, or grant right or right of first refusal or first offer to, any of the employees or affiliates of Parent, except for reimbursable business expenses (as determined in accordance with Parent's established employee reimbursement policies and consistent with past practices), (I) agreements for the purchase or receipt of materials, software, supplies, goods, services, equipment or other assets that provide for either annual or aggregate payments by Parent or its Subsidiaries of $100,000 or more Person (other than Hydrocarbon Agreements)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; (Jxv) 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, vendor marketing or other exclusive rights, rights of refusal, rights of first negotiation or similar agreements rights or arrangements terms to any Person; (xvii) any Contract providing for the saledevelopment of any Company Technology, transfer excluding any Contract between the Company or barter by Parent a Company Subsidiary and an Employee or its Subsidiaries Consultant entered into on the Company’s or such Company Subsidiary’s standard form of materialsemployment or consulting agreement that has been made available to Parent; (xviii) any other Contract, suppliesincluding any service, goodsoperating or management agreement or arrangement with respect to any Leased Real Property, services, equipment, that involves $75,000 individually or other assets that provide for either annual or $200,000 in the aggregate payments to Parent of $100,000 or more and is not cancelable without penalty within thirty (other than Hydrocarbon Agreements), 30) days; (Kxix) agreements any Government Contract or term sheets relating to the acquisition Government Grant; or (xx) any Contract with any Material Customer or disposition of any business or assets of Parent (whether by merger, sale of stock, sale of assets or otherwise), excluding documentation relating to this Agreement and agreements or terms sheets in existence prior to December 31, 1998, (L) Hydrocarbon Agreements and (M) other agreements which are material to Parent (collectively the "Parent Material Agreements")Supplier. (iib) Parent has delivered 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 a trueor such Company Subsidiary enforceable against each of the parties thereto in accordance with its terms, complete and correct copy of each Parent Material Agreement. (iii) Each Parent Material Agreement is in full force and effecteffect 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 been modified materially breached, violated or amended and constitutes defaulted under, or received written notice that a counterparty asserts that the legalCompany or such Company Subsidiary has materially breached, valid and binding obligation of Parent violated or its Subsidiariesdefaulted under, as the case may be, enforceable in accordance with its terms and will continue to be so on identical terms immediately following the consummation of the transactions contemplated by this Agreement, and Parent or its Subsidiaries, as the case may be, are not in default under any of such agreements, nor has any event or circumstance occurred that, with notice or lapse of time or both, would constitute any event of default by Parent or its Subsidiaries, as the case may be. No other party to any of the Parent Material Agreements (A) isterms or conditions of any such Contract, nor, to the knowledge Knowledge of Parentthe Company, in default in is any party obligated to the performance of Company or any covenant or obligation to be performed by it Company Subsidiary pursuant to any such Parent Material Agreement Contract subject to any material breach, violation or (B) default thereunder, nor, to the Knowledge of the Company, has given any event occurred that with the lapse of time, giving of notice that it intends to terminateor both would constitute such a material breach, violation or alter in default by the Company or such Company Subsidiary or any way adverse to Parent, its performance under such Parent Material Agreementother party.

Agreements, Contracts and Commitments. (a) Section 3.11(a) of the Company Disclosure Schedule lists, as of the date of this Agreement, the following types of contracts and agreements to which the Company or any Subsidiary is a party or by which any of their respective assets is bound (each, a “Company Material Contract” and collectively, the “Company Material Contracts”): (i) The Parent Disclosure Schedule sets forth a true, complete each contract and correct list of all agreement with consideration paid or payable to the following agreements, arrangements or understandings, whether written or oral, to which Parent Company or any of the Subsidiaries of more than $250,000, in the aggregate, over the past 12 months; (ii) each contract and agreement with suppliers to the Company or any Subsidiary, including those relating to the design, research, development, testing, manufacture, labeling, marketing, promotion, sale or distribution of products of the Company or any Subsidiary, for expenditures paid or payable by the Company or any Subsidiary requiring payment obligation of an amount equal to or greater than $250,000 over any 12-month period; (iii) each contract requiring payment by or to the Company after the date of this Agreement in excess of $250,000 pursuant to its Subsidiaries express terms relating to (A) any agreement involving provision of services or products with respect to any pre-clinical development activities of the Company or (B) any alliance, joint venture, cooperation, development or other agreement currently in force under which the Company has continuing obligations to develop 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; (iv) all management contracts (excluding contracts for employment) and contracts with other workers and consultants; (v) all contracts or agreements involving the payment of royalties or other amounts calculated based upon the revenues or income of the Company or any Subsidiary or income or revenues related to any product of the Company or any Subsidiary to which the Company or any Subsidiary is a party pursuant to which the Company has paid an amount equal to or greater than $250,000 over any 12-month period; (vi) all contracts and agreements evidencing indebtedness for borrowed money in an amount greater than $250,000, and any pledge agreements, security agreements or other collateral agreements in which the Company or any Subsidiary granted to any person a security interest in or lien on any of the property or assets of the Company or any Subsidiary, and all agreements or instruments guarantying the debts or other obligations of any person; (vii) all partnership, joint venture or similar agreements; (viii) all contracts and agreements with any Governmental Authority to which the Company or any Subsidiary is a party, (A) agreements relating to indebtedness for borrowed money (whether incurred, assumed, guaranteed, secured by any asset or otherwise) for amounts in excess of $1,000,000, (B) agreements for the lease of real or personal property to or from any person with lease payments in excess of $100,000 per year, (C) partnership agreements, joint venture agreements or other similar agreements relating to similar business arrangements, (D) confidentiality or noncompetition agreements other than with respect to confidentiality agreements entered into in the ordinary course of business for the benefit of Parent's or its Subsidiaries' vendors or customers, any permits; (Eix) profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other plans or arrangements for the benefit of current or former employees or directors of Parent and its Subsidiaries, (F) collective bargaining or similar agreements, (G) agreements for the employment or retention of any individual on a full-time, part-time, consulting, or other basis not terminable on less than thirty (30) days notice without penalty or cost, (H) agreements under which it has advanced or loaned any amount in excess of $10,000 to any of the employees or affiliates of Parent, except for reimbursable business expenses (as determined in accordance with Parent's established employee reimbursement policies and consistent with past practices), (I) agreements for the purchase or receipt of materials, software, supplies, goods, services, equipment or other assets that provide for either annual or aggregate payments by Parent or its Subsidiaries of $100,000 or more (other than Hydrocarbon Agreements), (J) sales, distribution, vendor or other similar agreements or arrangements providing for the sale, transfer or barter by Parent or its Subsidiaries of materials, supplies, goods, services, equipment, or other assets that provide for either annual or aggregate payments to Parent of $100,000 or more (other than Hydrocarbon Agreements), (K) agreements or term sheets contract relating to the acquisition or disposition of any business or assets of Parent asset (whether by merger, sale of stock, sale of assets or otherwise) under which the Company or any of its affiliates has or will have obligations with respect to an “earn out,” contingent purchase price or similar contingent payment obligation; (x) all contracts and agreements that limit, or purport to limit, the ability of the Company or any Subsidiary to compete in any line of business or with any person or entity or in any geographic area or during any period of time, excluding customary confidentiality agreements and agreements that contain customary confidentiality clauses; (xi) all Leases, and all leases or master leases of personal property, likely to result in annual payments of $250,000 or more in a 12-month period; (xii) all contracts involving use of, or grant of any rights to or in, any Company-Licensed IP by or to the Company or any Subsidiaries; (xiii) contracts which involve the license or grant of rights to Company Registered IP by the Company or any Subsidiary Company other than (A) contracts with customers on the Company’s standard form of customer agreement, copies of which have been made available in the Virtual Data Room, (B) limited licenses to confidential information under non-disclosure and confidentiality agreements entered into in the ordinary course of business, (C) agreements with employees, independent contractors or consultants on the Company’s standard form of invention assignment and proprietary information agreement or consultant agreement (copies of which have been made available to UGRO), excluding documentation relating to this Agreement and agreements or terms sheets in existence prior to December 31, 1998, (L) Hydrocarbon Agreements and (MD) other non-exclusive non-material licenses to Company Registered IP granted in the ordinary course of business; (xiv) all contracts for the development of Company Registered IP for the benefit of the Company, other than employment or consulting agreements entered into on the form of such agreement made available in the Virtual Data Room, without modification; (xv) all contracts under which are material any broker, finder or investment banker is entitled to Parent any brokerage, finder’s or other fee or commission in connection with the Contemplated Transactions, or which has a fee tail still in effect, based upon arrangements made by or on behalf of the Company or any Subsidiary; (collectively xvi) all contracts that provide for the "Parent Material Agreements")settlement of any Legal Proceeding that contains any ongoing obligation on the Company or the Subsidiaries; (xvii) all contracts between the Company and any holders of more than 2% of the Company Common Shares (assuming the full conversion or exercise of all Company Common Shares held by such person) that relate to such holder’s ownership of Company Common Shares; (xviii) all contracts or agreements under which the Company has agreed to purchase goods or services from a vendor, supplier or other person on a preferred supplier or “most favored supplier” basis; and (xix) all agreements for the development of Company Registered IP for the benefit of the Company or any Subsidiary. (iib) Parent has delivered to the (i) each Company Material Contract is a true, complete and correct copy of each Parent Material Agreement. (iii) Each Parent Material Agreement is in full force and effect, has not been modified or amended and constitutes the legal, valid and binding obligation of Parent the Company or its Subsidiaries, as the case may be, enforceable in accordance with its terms and will continue to be so on identical terms immediately following the consummation of the transactions contemplated by this Agreement, and Parent or its Subsidiaries, as the case may be, are not in default under any of such agreements, nor has any event or circumstance occurred that, with notice or lapse of time or both, would constitute any event of default by Parent or its Subsidiaries, as the case may be. No other party to any of the Parent Material Agreements (A) isSubsidiaries and, to the knowledge of Parentthe Company, the other parties thereto, and neither the Company nor any Subsidiary is in breach or violation of, or default under, any Company Material Contract nor has any Company Material Contract been canceled by the other party; (i) to the Company’s knowledge, no other party is in breach or violation of, or default under, any Company Material Contract; and (ii) the performance Company and the Subsidiaries have not received any written, or to the knowledge of the Company, oral claim of default under any covenant such Company Material Contract, except for any such conflicts, violations, breaches, defaults or obligation other occurrences which would not be expected to be performed by it pursuant result in a Company Material Adverse Effect. No party to a Company Material Contract has given written notice of or, to the knowledge of the Company, threatened (A) any potential exercise of termination rights with respect to any such Parent Material Agreement Contract or (B) any non-renewal or modification of any Company Material Contract. The Company has given notice furnished or made available to UGRO in the Virtual Data Room true and complete copies of all Company Material Contracts, including any amendments thereto that it intends are material in nature to terminate, or alter in any way adverse to Parent, its performance under the extent Company has a copy of such Parent Company Material AgreementContracts.

Agreements, Contracts and Commitments. (a) Section 2.10(a) of the Disclosure Schedule lists each of the following Contracts to which the Seller Parties are bound as of the date of this Agreement, that relate to the operation of the Business or the Purchased Assets (the “Material Contracts”): (i) The Parent Disclosure Schedule sets forth a trueany independent contractor or consulting agreement, complete and correct list of Contract or commitment with an independent contractor, individual consultant or non-employee salesperson (in all the following agreementscases in other than Seller Parties’ standard form), arrangements or understandings, whether written or oral, to which Parent or any of its Subsidiaries is consulting or sales agreement, contract, or commitment with a party, (A) agreements relating to indebtedness firm or other organization that provides for borrowed money (whether incurred, assumed, guaranteed, secured by any asset or otherwise) for amounts annualized compensation in excess of $1,000,000, 100,000; (Bii) agreements for the any lease of real personal property; (iii) any agreement of indemnification or personal property to or from guaranty; (iv) any person with lease Contract involving future payments in excess of $100,000 per year, (C) partnership agreements, joint venture agreements or other similar agreements relating to similar business arrangements, (D) confidentiality or noncompetition agreements other than with respect to confidentiality agreements entered into in that requires the ordinary course payment of business for the benefit of Parent's or its Subsidiaries' vendors or customers, (E) profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other plans or arrangements for the benefit of current or former employees or directors of Parent and its Subsidiaries, (F) collective bargaining or similar agreements, (G) agreements for the employment or retention of any individual on a full-time, part-time, consulting, or other basis not terminable on less than thirty (30) days notice without penalty or cost, (H) agreements under which it has advanced or loaned any amount royalties in excess of $10,000 100,000; (v) any Contract relating to any the disposition or acquisition of assets (tangible or intangible) or properties of the employees Business not in the Ordinary Course of Business; (vi) any mortgages, indentures, guarantees, loans or affiliates of Parentcredit agreements, except for reimbursable business expenses (as determined in accordance with Parent's established employee reimbursement policies and consistent with past practices), (I) security agreements for the purchase or receipt of materials, software, supplies, goods, services, equipment or other assets that provide for either annual Contracts relating to the borrowing of money, the extension of credit or aggregate payments by Parent the continuing or future grant of any Lien; (vii) any Contract containing covenants or other obligations granting or containing any current or future commitments regarding exclusive rights, non-competition, “most favored nations,” restriction on the operation or scope of its Subsidiaries of $100,000 businesses or more operations, or similar terms; (other than Hydrocarbon Agreements), (Jviii) salesany dealer, distribution, vendor marketing, development or joint venture agreement; (ix) any sales representative, original equipment manufacturer, manufacturing, value added, marketing, remarketer, reseller, or independent software vendor, distribution or other similar agreements agreement; (x) any Contract with any customer of the Business; (xi) IP Contracts and any agreement, Contract or arrangements providing commitment that obligates the Business to provide future deliverables to any Person including, without limitation, licenses to Transferred IP or the performance of services; (xii) any Contract that restricts or prohibits Seller Parties from hiring or soliciting for hire any individual to perform employment or consulting services for the sale, transfer or barter by Parent or its Subsidiaries Business; or (xiii) any Assumed Contract that does not have a limitation of materials, supplies, goods, services, equipment, or other assets that provide for either annual or aggregate payments to Parent of $100,000 or more (other than Hydrocarbon Agreements), (K) agreements or term sheets relating to the acquisition or disposition of any business or assets of Parent (whether by merger, sale of stock, sale of assets or otherwise), excluding documentation relating to this Agreement and agreements or terms sheets in existence prior to December 31, 1998, (L) Hydrocarbon Agreements and (M) other agreements which are material to Parent (collectively the "Parent Material Agreements")liability arising from direct damages. (iib) Parent has delivered to Section 2.10(b) of the Company a trueDisclosure Schedule sets forth all necessary consents, complete waivers and correct copy approvals of each Parent Material parties in connection with the Asset Purchase or the other transactions contemplated by this Agreement or any Related Agreement. (iiic) Each Parent Material There is no breach or default (or right to terminate, accelerate, or modify any rights of the counterparty or obligations of any of the Seller Parties or their Affiliates, or following the Closing, the Buyer Parties) under any Assumed Contract, nor will the execution of this Agreement is in full force and effect, has not been modified or amended and constitutes the legal, valid and binding obligation of Parent or its Subsidiaries, as the case may be, enforceable in accordance with its terms and will continue to be so on identical terms immediately following the consummation of the transactions contemplated by this Agreementherein give rise to any such breach, default, or right. The Seller Parties and Parent or its Subsidiaries, as the case may be, are their Affiliates have not in default under received any of such agreements, nor has written notice from any event or circumstance occurred that, with notice or lapse of time or both, would constitute any event of default by Parent or its Subsidiaries, as the case may be. No other counter party to any Assumed Contract, nor do the Seller Parties or their Affiliates have Knowledge of any facts or circumstances that would reasonably be expected to result in any claim, of any breach or default by the Seller Parties or their Affiliates under any Assumed Contract, or any right of the Parent Material Agreements (A) is, to the knowledge of Parent, in default in the performance of any covenant or obligation to be performed by it pursuant to any such Parent Material Agreement or (B) has given notice that it intends applicable counterparty to terminate, accelerate, or alter in modify any way adverse to Parentrights of the counterparty or obligations of any of the Seller Parties or their Affiliates, its performance under such Parent Material Agreementor, following the Closing, the Buyer Parties.

Agreements, Contracts and Commitments. (i) The Parent Company Disclosure Schedule sets forth a true, complete and correct list of all the following agreements, arrangements or understandings, whether written or oral, to which Parent the Company or any of its Subsidiaries is a party, : (A) agreements relating to indebtedness for borrowed money (whether incurred, assumed, guaranteed, secured by any asset or otherwise) for amounts in excess of $1,000,000, 25,000; (B) agreements for the lease of real or personal property to or from any person Person with lease payments in excess of $100,000 25,000 per year, ; (C) partnership agreements, joint venture agreements or other similar agreements relating to similar business arrangements, ; (D) confidentiality or noncompetition agreements other than with respect to confidentiality agreements entered into in the ordinary course of business for the benefit of Parentthe Company's or its Subsidiaries' vendors or customers, ; (E) profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other plans or arrangements for the benefit of current or former employees or directors of Parent the Company and its Subsidiaries, ; (F) collective bargaining or similar agreements, ; (G) agreements for the employment or retention of any individual on a full-time, part-time, consulting, or other basis not terminable on less than thirty (30) days notice without penalty or cost, ; (H) agreements under which it has advanced or loaned any amount in excess of $10,000 5,000 to any of the employees or affiliates of Parentthe Company, except for reimbursable business expenses (as determined in accordance with Parentthe Company's established employee reimbursement policies and consistent with past practices), ; (I) agreements for the purchase or receipt of materials, software, supplies, goods, services, equipment or other assets that provide for either annual or aggregate payments by Parent the Company or its Subsidiaries of $100,000 25,000 or more (other than Hydrocarbon Agreements), ; (J) sales, distribution, vendor or other similar agreements or arrangements providing for the sale, transfer or barter by Parent the Company or its Subsidiaries of materials, supplies, goods, services, equipment, or other assets that provide for either annual or aggregate payments to Parent the Company of $100,000 25,000 or more (other than Hydrocarbon 14 Agreements), ; (K) agreements or term sheets relating to the acquisition or disposition of any business or assets of Parent the Company (whether by merger, sale of stock, sale of assets or otherwise), excluding documentation relating to this Agreement and agreements or terms term sheets in existence prior to December 31, 1998, 1999; (L) Hydrocarbon Agreements Agreements; (M) agreements containing any "area of mutual interest" or other similar provision; and (MN) other agreements which are material to Parent the Company (collectively the "Parent Company Material Agreements"). (ii) The Company has delivered, or made available for copying at its offices in Knoxville, Tennessee or Marietta, Ohio, to Parent has delivered to the Company a true, complete and correct copy of each Parent Company Material Agreement. (iii) Each Parent Company Material Agreement is in full force and effect, has not been modified or amended and constitutes the legal, valid and binding obligation of Parent the Company or its Subsidiaries, as the case may be, enforceable in accordance with its terms and will continue to be so on identical terms immediately following the consummation of the transactions contemplated by this Agreement, and Parent the Company or its Subsidiaries, as the case may be, are not in default under any of such agreements, nor has any event or circumstance occurred that, with notice or lapse of time or both, would constitute any event of default by Parent the Company or its Subsidiaries, as the case may be. No other party to any of the Parent Company Material Agreements (A) is, to the knowledge of Parentthe Company, in default in the performance of any covenant or obligation to be performed by it pursuant to any such Parent Company Material Agreement or (B) has given notice that it intends to terminate, or alter in any way adverse to Parentthe Company, its performance under such Parent Company Material Agreement. Except as set forth in the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries is a party to any contract, agreement or arrangement which provides for payments in the event of a change of control. (iv) Except as set forth on the Company Disclosure Schedule and as approved by Parent pursuant to Section 4.1(a), there are no outstanding authorities for expenditures or AFEs or other commitments to make capital expenditures binding on the Company or any of its Subsidiaries that could reasonably be anticipated to individually require expenditures by the Company or its Subsidiaries after the date hereof in excess of $50,000.

Agreements, Contracts and Commitments. (a) the Company has identified to the Parent the following Company Contracts in effect as of the date of this Agreement (each, a “Company Material Contract” and collectively, the “Company Material Contracts”): (i) The Parent Disclosure Schedule sets forth a true, complete and correct list each Company Contract relating to any agreement of all indemnification or guaranty not entered into in the following agreements, arrangements or understandings, whether written or oral, to which Parent or any Ordinary Course of its Subsidiaries is a party, Business; (ii) each Company Contract containing (A) agreements any covenant limiting the freedom of the Company or the Post-Acquisition Entity to engage in any line of business or compete with any Person, 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; (iii) each Company Contract (A) pursuant to which any Person granted the Company an exclusive license under any Intellectual Property, or (B) pursuant to which the Company granted any Person an exclusive license under any Company IP Rights; (iv) each Company Contract relating to indebtedness for borrowed money (whether incurred, assumed, guaranteed, secured by any asset or otherwise) for amounts capital expenditures and requiring payments after the date of this Agreement in excess of $1,000,0001,000,000 pursuant to its express terms and not cancelable without penalty; (v) each Company Contract containing any royalty, dividend or similar arrangement based on the revenues or profits of the Company, any of its Subsidiaries, or of a product; (Bvi) agreements for each Company Contract relating to the lease disposition or acquisition of real material assets or personal property to or from any person with lease ownership interest in any Entity, in each case, involving payments in excess of $100,000 per year1,000,000 after the date of this Agreement; (vii) each Company Contract relating to any mortgages, (C) partnership indentures, loans, notes or credit agreements, joint venture security agreements or other similar agreements or instruments relating to similar business arrangements, (D) confidentiality the borrowing of money or noncompetition agreements other than with respect to confidentiality agreements entered into in the ordinary course extension of business for the benefit of Parent's or its Subsidiaries' vendors or customers, (E) profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other plans or arrangements for the benefit of current or former employees or directors of Parent and its Subsidiaries, (F) collective bargaining or similar agreements, (G) agreements for the employment or retention of any individual on a full-time, part-time, consulting, or other basis not terminable on less than thirty (30) days notice without penalty or cost, (H) agreements under which it has advanced or loaned any amount credit in excess of $10,000 1,000,000 or creating any material Encumbrances with respect to any assets of the employees Company or affiliates of Parent, except for reimbursable business expenses (as determined in accordance any loans or debt obligations with Parent's established employee reimbursement policies and consistent with past practices), (I) agreements for the purchase officers or receipt of materials, software, supplies, goods, services, equipment or other assets that provide for either annual or aggregate payments by Parent or its Subsidiaries of $100,000 or more (other than Hydrocarbon Agreements), (J) sales, distribution, vendor or other similar agreements or arrangements providing for the sale, transfer or barter by Parent or its Subsidiaries of materials, supplies, goods, services, equipment, or other assets that provide for either annual or aggregate payments to Parent of $100,000 or more (other than Hydrocarbon Agreements), (K) agreements or term sheets relating to the acquisition or disposition of any business or assets of Parent (whether by merger, sale of stock, sale of assets or otherwise), excluding documentation relating to this Agreement and agreements or terms sheets in existence prior to December 31, 1998, (L) Hydrocarbon Agreements and (M) other agreements which are material to Parent (collectively the "Parent Material Agreements"). (ii) Parent has delivered to the Company a true, complete and correct copy of each Parent Material Agreement. (iii) Each Parent Material Agreement is in full force and effect, has not been modified or amended and constitutes the legal, valid and binding obligation of Parent or its Subsidiaries, as the case may be, enforceable in accordance with its terms and will continue to be so on identical terms immediately following the consummation directors of the transactions contemplated by this Agreement, and Parent or its Subsidiaries, as the case may be, are not in default under any of such agreements, nor has any event or circumstance occurred that, with notice or lapse of time or both, would constitute any event of default by Parent or its Subsidiaries, as the case may be. No other party to any of the Parent Material Agreements (A) is, to the knowledge of Parent, in default in the performance of any covenant or obligation to be performed by it pursuant to any such Parent Material Agreement or (B) has given notice that it intends to terminate, or alter in any way adverse to Parent, its performance under such Parent Material Agreement.Company;

Agreements, Contracts and Commitments. (a) Except as filed as an exhibit to any of the Company SEC Reports, neither the Company nor any of its subsidiaries is a party to or is bound by: (i) The Parent Disclosure Schedule sets forth a trueany employment agreement, complete and correct list of all contract or commitment with any director, officer, employee or consultant, other than those that are terminable at-will by the following agreements, arrangements or understandings, whether written or oral, to which Parent Company or any of its Subsidiaries is a partysubsidiaries on no more than 30 days’ notice and without liability or financial obligation other than accrued wages, salary or benefits; (ii) any agreement of indemnification, other than indemnification agreements with directors and officers of the Company and its subsidiaries, outside the ordinary course of the Company’s business or any guaranty; (iii) any agreement, contract or commitment containing any covenant limiting in any respect the right of the Company or any of its subsidiaries (i) to engage in any line of business, (Aii) agreements relating to indebtedness develop, market or distribute products or services, or (iii) to compete with any person, or granting any exclusive distribution rights; (iv) any lease for borrowed money (whether incurred, assumed, guaranteed, secured by any asset or otherwise) for amounts in excess of $1,000,000, (B) agreements for the lease of real or personal property in which the amount of payments which the Company or any of its subsidiaries is required to make on an annual basis exceeds $100,000; (v) other than contracts related to any Discontinued Business, any material agreement, contract, policy, license, permit, document, instrument, arrangement or from commitment involving annual revenues to the Company or any person with lease payments of its subsidiaries in excess of $100,000 per yearwhich has not been terminated or performed in its entirety and not renewed and which may be, by its terms, terminated, or which may, by its terms, have any of the obligations of the Company or any of its subsidiaries adjusted, as a result of the execution of this Agreement or the Voting Agreements or the consummation of the Merger, where such right of termination or adjustment would not have arisen or existed but for such execution or consummation; (Cvi) partnership agreementsany agreement, joint venture agreements contract or other similar agreements commitment currently in force relating to similar business arrangements, (D) confidentiality the disposition or noncompetition agreements other than with respect to confidentiality agreements entered into acquisition by the Company or any of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business for or pursuant to which the benefit Company or any of Parent's or its Subsidiaries' vendors or customerssubsidiaries has any material ownership interest in any corporation, (E) profit sharingpartnership, stock option, stock purchase, stock appreciation, deferred compensation, severance, joint venture or other plans or arrangements for the benefit of current or former employees or directors of Parent and its Subsidiaries, (F) collective bargaining or similar agreements, (G) agreements for the employment or retention of any individual on a full-time, part-time, consulting, or other basis not terminable on less than thirty (30) days notice without penalty or cost, (H) agreements under which it has advanced or loaned any amount in excess of $10,000 to any of the employees or affiliates of Parent, except for reimbursable business expenses (as determined in accordance with Parent's established employee reimbursement policies and consistent with past practices), (I) agreements for the purchase or receipt of materials, software, supplies, goods, services, equipment or other assets that provide for either annual or aggregate payments by Parent or its Subsidiaries of $100,000 or more (enterprise other than Hydrocarbon Agreements)the Company’s subsidiaries; (vii) any sponsorship, (J) salesadvertising, distributionmerchant program, vendor hosting or other similar agreements agreement to which the Company or arrangements providing for one of its subsidiaries is a party which may not be canceled by the sale, transfer or barter by Parent Company or its Subsidiaries of materials, supplies, goods, services, equipment, or other assets that provide for either annual or aggregate payments to Parent of $100,000 or more (other than Hydrocarbon Agreements), (K) agreements or term sheets relating to the acquisition or disposition of any business or assets of Parent (whether by merger, sale of stock, sale of assets or otherwise), excluding documentation relating to this Agreement and agreements or terms sheets in existence prior to December 31, 1998, (L) Hydrocarbon Agreements and (M) other agreements which are material to Parent (collectively the "Parent Material Agreements"). (ii) Parent has delivered to the Company a true, complete and correct copy of each Parent Material Agreement. (iii) Each Parent Material Agreement is in full force and effect, has not been modified or amended and constitutes the legal, valid and binding obligation of Parent or its Subsidiariessubsidiaries, as the case may be, enforceable without penalty in accordance with excess of $100,000 upon notice of 30 days or less or which provides for payments by or to the Company or its terms and will continue subsidiaries on an annual basis in an amount in excess of $100,000; (viii) any agreement, contract or commitment currently in force to license or provide source code to any third party for any product or technology; or (ix) any agreement, contract or commitment currently in effect that is material to the Company’s business as presently conducted, including any agreement required to be so filed as an exhibit pursuant to Item 601(b)(10) of Regulation S-K and all amendments to any agreements included as an exhibit to the Company’s Annual Report on identical terms immediately following Form 10-K for the consummation fiscal year ended September 30, 2001. (b) Set forth in Section 2.14 of the transactions contemplated by this Agreement, and Parent or its Subsidiaries, as the case may be, are not in default under any of such agreements, nor has any event or circumstance occurred that, with notice or lapse of time or both, would constitute any event of default by Parent or its Subsidiaries, as the case may be. No other party to any of the Parent Material Agreements Company Disclosure Letter is (A) isa list of all loan or credit agreements, to the knowledge of Parentnotes, in default in the performance of any covenant or obligation to be performed by it bonds, mortgages, indentures and other agreements and instruments pursuant to which any such Parent Material Agreement indebtedness of the Company or any of its subsidiaries in a principal amount in excess of $100,000 is outstanding or may be incurred and (B) has given notice that it intends the respective principal amounts currently outstanding thereunder. For purposes of this Section 2.14(b), “indebtedness” shall mean, with respect to terminateany person, without duplication, (A) all obligations of such person for borrowed money, or alter with respect to deposits or advances of any kind to such person, (B) all obligations of such person evidenced by bonds, debentures, notes or similar instruments, (C) all obligations of such person upon which interest charges are customarily paid, (D) all obligations of such person under conditional sale or other title retention agreements relating to property purchased by such person, (E) all obligations of such person issued or assumed as the deferred purchase price of property or services (excluding obligations of such person to creditors for raw materials, inventory, services and supplies incurred in the ordinary course of such person’s business), (F) all capitalized lease obligations of such person, (G) all obligations of others secured by any way adverse Lien on property or assets owned or acquired by such person, whether or not the obligations secured thereby have been assumed, (H) all obligations of such person under interest rate or currency swap transactions (valued at the termination value thereof), (i) all letters of credit issued for the account of such person (excluding letters of credit issued for the benefit of suppliers to Parentsupport accounts payable to suppliers incurred in the ordinary course of business), its performance under (J) all obligations of such Parent Material Agreementperson to purchase securities (or other property) which arises out of or in connection with the sale of the same or substantially similar securities or property, and (K) all guarantees and arrangements having the economic effect of a guarantee of such person of any indebtedness of any other person.

Agreements, Contracts and Commitments. (ia) The Parent Disclosure Schedule sets forth a trueAs of the date hereof, complete and correct list of all neither the following agreements, arrangements or understandings, whether written or oral, to which Parent or Company nor any of its Subsidiaries is a partyparty to, nor are they bound by: (i) any Employee Agreement in effect as of the date of this Agreement, other than (A) agreements relating to indebtedness for borrowed money (whether incurredCompany Options and other than standard offer letters that do not contain terms regarding severance, assumed, guaranteed, secured by any asset change in control or otherwise) for amounts in excess of $1,000,000, similar payments or (B) agreements for between the lease of real Company or personal property to or from any person with lease payments in excess of $100,000 per year, (C) partnership agreements, joint venture agreements or other similar agreements relating to similar business arrangements, (D) confidentiality or noncompetition agreements other than with respect to confidentiality agreements entered into in the ordinary course of business for the benefit of Parent's or its Subsidiaries' vendors or customers, (E) profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other plans or arrangements for the benefit of current or former employees or directors of Parent and its Subsidiaries, (F) collective bargaining or similar agreements, (G) agreements for the employment or retention of any individual on a full-time, part-time, consulting, or other basis not terminable on less than thirty (30) days notice without penalty or cost, (H) agreements under which it has advanced or loaned any amount in excess of $10,000 to any of the employees its ERISA Affiliates and any consultant or affiliates of Parent, except for reimbursable business expenses (as determined in accordance with Parent's established employee reimbursement policies and consistent with past practices), (I) agreements for the purchase or receipt of materials, software, supplies, goods, services, equipment or other assets that provide for either annual or aggregate payments by Parent or its Subsidiaries of $100,000 or more (other than Hydrocarbon Agreements), (J) sales, distribution, vendor or other similar agreements or arrangements providing for the sale, transfer or barter by Parent or its Subsidiaries of materials, supplies, goods, services, equipment, or other assets that provide for either annual or aggregate payments to Parent of $100,000 or more (other than Hydrocarbon Agreements), (K) agreements or term sheets contractor relating to the acquisition performance of services for the Company or disposition any of any business or assets its ERISA Affiliates (in either case, the forms of Parent (whether by merger, sale of stock, sale of assets or otherwisewhich have previously been provided to Parent), excluding documentation relating to this Agreement and agreements or terms sheets in existence prior to December 31, 1998, (L) Hydrocarbon Agreements and (M) other agreements which are material to Parent (collectively the "Parent Material Agreements").; (ii) Parent has delivered to any agreement or plan (including any Company Option Plan, stock appreciation rights plan or stock purchase plan) any of the Company a truebenefits of which could be increased, complete and correct copy or the vesting of each Parent Material benefits of which could be accelerated, by the occurrence of any of the transactions contemplated by this Agreement (except as required by this Agreement. (iii) Each Parent Material Agreement is in full force and effect, has not been modified or amended and constitutes the legal, valid and binding obligation value of Parent or its Subsidiaries, as any of the case may be, enforceable in accordance with its terms and benefits of which will continue to be so calculated on identical terms immediately following the consummation basis of any of the transactions contemplated by this Agreement; (iii) any lease of personal property providing for payments in excess of $25,000 individually or $100,000 in the aggregate; (iv) any agreement, contract or commitment relating to capital expenditures and Parent involving future payments after the date hereof in excess of $25,000 individually or its Subsidiaries$100,000 in the aggregate; (v) any agreement, as contract or commitment relating to the case may bedisposition or acquisition of assets or any interest in any business enterprise outside the ordinary course of the Company’s business; (vi) any mortgages, are not in default under any of such indentures, guarantees, loans or credit agreements, nor has security agreements or other agreements or instruments relating to the borrowing of money, extension of credit or security interest; (vii) any event pending purchase order or circumstance occurred thatcontract 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 venture, strategic alliance or similar agreement; (xi) 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 notice the Company; (xii) any dealer, distribution, joint marketing, development agreement, sales representative, original equipment manufacturer, value added, remarketer, reseller, or lapse independent software vendor, or other agreement for marketing, sales, provision or distribution of time the Company’s products, technology or bothservices and that is material to the Company’s business; or (xiii) any other Contract, would constitute including any event of default by Parent service, operating or its Subsidiaries, as the case may be. No other party management agreement or arrangement with respect to any of the Parent Material Agreements Company’s properties (Awhether leased or owned), that involves in excess of $100,000 and is not cancelable without penalty within thirty (30) isdays. (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 knowledge Company’s Knowledge, no third party obligated to the Company or any of Parent, in default in the performance of any covenant or obligation to be performed by it its Subsidiaries pursuant to any such Contract is subject to any default thereunder. (c) The Company has delivered to Parent Material Agreement or (Btrue, correct and complete copies of all Contracts listed in Section 3.14(a) has given notice that it intends to terminateof the Company Disclosure Schedule, or alter in any way adverse to Parentincluding all amendments, its performance under such Parent Material Agreementsupplements, exhibits and ancillary agreements thereto.

Agreements, Contracts and Commitments. (ia) The Parent Disclosure Schedule 2.19 sets forth a true, accurate and complete and correct list of all the following agreements, arrangements or understandings, whether written or oral, of: (i) All Contracts to which Parent or any of its Subsidiaries the Company is a party, party or by which any its assets or properties is bound (Ai) agreements relating to indebtedness for borrowed money (whether incurred, assumed, guaranteed, secured by any asset that involves consideration or otherwise) for amounts other expenditure in excess of $1,000,000, (B) agreements for the lease of real or personal property to or from any person with lease payments in excess of $100,000 per 10,000.00 during a fiscal year, (Cii) partnership agreements, joint venture agreements or other similar agreements relating to similar business arrangementsthat involves performance by the Company over a period of more than six (6) months, (Diii) confidentiality that cannot, by its terms, be terminated by the Company without penalty or noncompetition agreements other than with respect to confidentiality agreements entered into in the ordinary course of business for the benefit of Parent's or its Subsidiaries' vendors or customers, (E) profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other plans or arrangements for the benefit of current or former employees or directors of Parent and its Subsidiaries, (F) collective bargaining or similar agreements, (G) agreements for the employment or retention of any individual payment on a full-time, part-time, consulting, or other basis not terminable on less than thirty (30) days notice without penalty or costless notice, or (Hiv) agreements that is otherwise material to the ongoing business or ongoing operations of the Company (the “Material Contracts”); (ii) All Contracts (which schedule shall reflect which such Submetering Contracts are written or oral) to which the Company is a party or by which any of its assets or properties is bound that obligate the Company to furnish meter reading, billing (including allocation billing and ratio billing) or collection services in the Business (the “Submetering Contracts”); (iii) All Contracts to which the Company is a party or by which any its assets or properties is bound that obligate the Company to furnish installation, construction or maintenance services in the Business (the “Construction Contracts”); and (iv) All Contracts to which the Company (or the Seller, in the case of Leased Vehicles and Leased Computer Equipment that are used by the Company) is a party or by which any its assets or properties is bound that are real or personal property leases (the “Material Leases”); (v) All Contracts to which the Company is a party or by which any its assets or properties is bound that are guarantees or under which it has advanced the Company indemnifies or loaned is contingently liable for the payment or performance of any amount liability or obligation of any other Person (the “Guarantees”); (vi) All Contracts between the Company, on the one hand, and any of its Affiliates or any of the shareholders, officers, directors, employees, consultants, sales representatives, agents (or any of their respective Affiliates), on the other hand (the “Affiliate Agreements”); (vii) All Contracts to which the Company is a party or by which any its assets or properties is bound that are licenses of any of the Included Intellectual Property (the “Material IP Licenses”); and (viii) All the Internet domain name registrations used by the Company in excess conducting its business, together with the name of $10,000 the applicable registrar of Internet domain names (the “Domain Name Contracts”). The Material Contracts, Submetering Contracts, Construction Contracts, Material Leases, Guarantees, Affiliate Agreements, Material IP Licenses and Domain Name Contracts are collectively referred to in this Agreement as the “Company Contracts”. (b) True, accurate and complete copies of the written Company Contracts have been made available to Purchaser. There are no amendments or modifications to any of the employees or affiliates of Parent, except for reimbursable business expenses (as determined in accordance with Parent's established employee reimbursement policies and consistent with past practices), (I) agreements for the purchase or receipt of materials, software, supplies, goods, services, equipment or other assets Company Contracts that provide for either annual or aggregate payments by Parent or its Subsidiaries of $100,000 or more (other than Hydrocarbon Agreements), (J) sales, distribution, vendor or other similar agreements or arrangements providing for the sale, transfer or barter by Parent or its Subsidiaries of materials, supplies, goods, services, equipment, or other assets that provide for either annual or aggregate payments have not been made available to Parent of $100,000 or more (other than Hydrocarbon Agreements), (K) agreements or term sheets relating to the acquisition or disposition of any business or assets of Parent (whether by merger, sale of stock, sale of assets or otherwise), excluding documentation relating to this Agreement and agreements or terms sheets in existence prior to December 31, 1998, (L) Hydrocarbon Agreements and (M) other agreements which are material to Parent (collectively the "Parent Material Agreements")Purchaser. (iic) Parent To the Knowledge of Seller and the Company, each of the Company Contracts constitutes the valid and legally binding obligation of the parties thereto. Except as set forth on Schedule 2.19, the Company is in full compliance with all material terms and requirements of the Company Contracts. To the Knowledge of the Seller and the Company, none of the Company Contracts materially violates any applicable Laws. To the Knowledge of Seller and the Company, each other Person that has delivered or had any obligation or liability under any of the Company Contracts is in full compliance with all material terms and requirements thereof. (d) Neither Seller nor the Company has given or received from any other Person any written notice regarding any actual, alleged, possible or potential violation or breach of, or default under, any of the Company Contracts. There are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any reduction of material amounts paid or payable to the Company a true, complete and correct copy under any of each Parent Material Agreementthe Company Contracts. Neither Seller nor the Company has received from any Person any written notice regarding the termination or amendment of the term of any of the Company Contracts. (iiie) Each Parent Material Agreement The Company is in full force and effectnot a party to or bound by any Contract or Organizational Document which purports to restrict by virtue of a noncompetition, has not been modified territorial exclusivity or amended and constitutes other provision covering such subject matter, the legal, valid and binding obligation of Parent or its Subsidiaries, as the case may be, enforceable in accordance with its terms and will continue to be so on identical terms immediately following the consummation scope of the transactions contemplated by this Agreement, and Parent business or its Subsidiaries, as operations of the case may be, are not in default under Company or any of such agreementsits Affiliates geographically or otherwise. (f) There is no power of attorney that is currently effective and outstanding with respect to the business, nor has any event operations or circumstance occurred that, with notice or lapse of time or both, would constitute any event of default by Parent or its Subsidiaries, as the case may be. No other party to any of the Parent Material Agreements (A) is, to assets or properties of the knowledge of Parent, in default in the performance of any covenant or obligation to be performed by it pursuant to any such Parent Material Agreement or (B) has given notice that it intends to terminate, or alter in any way adverse to Parent, its performance under such Parent Material AgreementCompany.