Common use of Contracts and Commitments Clause in Contracts

Contracts and Commitments. Schedule 2.16 contains a true and complete list (and Seller has previously delivered to Buyer true and complete copies, other than those contracts referenced in (d) below) of all of the following documents or agreements, or summaries of material oral agreements or understandings, relating to the Business, the Acquired Assets, the Other Equipment or the Inventory to which, on the date of this Agreement, Seller is a party, or which relate to or affect Seller and the Business, the Acquired Assets, the Other Equipment, the Inventory or the Acquisition and all documents or agreements which may require any action or consent in connection with the Acquisition, as they may have been amended to the date hereof. In addition to the foregoing, Seller has previously delivered, or will deliver within 30 days of the Closing Date, true and complete copies of the referenced contracts and commitments, other than (i) the partnership or joint venture agreements relating to the GE C&I China Affiliates otherwise required by (b) below, (ii) the Backlog Contracts referenced in subpart (d) below, which will be listed in a summary format including customer name, price, shop-order number, product description, non-standard terms, warranty provisions, delivery dates and delivery locations and (iii) where redactions in copies are required by applicable law or regulation as determined in good faith by mutual agreement of the parties: (a) any agreement, contract or commitment with any party containing any covenant limiting the ability of Seller or the Business to engage in business or to compete in any location or with any person; (b) any partnership or joint venture agreement with any party or any arrangements with any party with respect to the sharing of or in the profits or revenues of the Business or by Seller on behalf of the Business in such partnership or joint venture, including any licensing, technology transfer or royalty agreements; (c) any agreement, contract or commitment relating to the future disposition or acquisition of any investment in any party or of any interest in any business enterprise involving the Business or the Acquired Assets, the Other Equipment or the Inventory; (d) any contract or commitment for the sale or furnishing of materials, supplies, merchandise, equipment or services relating to the Backlog Contracts; (e) any written agreement, instrument or other arrangement, or any unwritten agreement, contract, commitment or other arrangement, between or among Seller and any of the Affiliates of parties related to Seller or between or among business units of Seller; (f) any contract which grants to any person a preferential or other right to purchase any of the Acquired Assets, the Other Equipment or the Inventory; (g) any contract, agreement or commitment with respect to the discharge or removal of Hazardous Materials by or from the Acquired Assets, the Other Equipment or the Inventory. (h) any confidentiality agreement with any person relating to a potential transaction for the sale of all or substantially all of the ownership interests or Acquired Assets or the Inventory, or with respect to a merger, reorganization or other business combination transaction involving Seller with such other person; (i) any other agreement or instrument material to the Business, the Acquired Assets, the Other Equipment or the Inventory or not made in the ordinary course of business. There is no course of dealing, waiver, arrangement, understanding or side letter or agreement applicable to any such contract of Seller.

Contracts and Commitments. Schedule 2.16 contains a true and complete list (and Seller has previously delivered to Buyer true and complete copies, other than those contracts referenced in (d) below) of all of the following documents or agreements, or summaries of material oral agreements or understandings, relating to the Business, the Acquired Assets, the Other Equipment or the Inventory to which, on the date of this Agreement, Seller is a party, or which relate to or affect Seller and the Business, the Acquired Assets, the Other Equipment, the Inventory or the Acquisition and all documents or agreements which may require any action or consent in connection with the Acquisition, as they may have been amended to the date hereof. In addition to the foregoing, Seller has previously delivered, or will deliver within 30 days of the Closing Date, true and complete copies of the referenced contracts and commitments, other than (i) the partnership or joint venture agreements relating to the GE C&I China Affiliates otherwise required by (b) below, (ii) the Backlog Contracts referenced in subpart (d) below, which will be listed in a summary format including customer name, price, shop-order number, product description, non-standard terms, warranty provisions, delivery dates and delivery locations and (iii) where redactions in copies are required by applicable law or regulation as determined in good faith by mutual agreement of the parties: (a) any agreementSchedule 4.15 annexed hereto lists all material contracts, contract or commitment with any party containing any covenant limiting the ability of Seller or the Business to engage in business or to compete in any location or with any person; (b) any partnership or joint venture agreement with any party or any arrangements with any party with respect to the sharing of or in the profits or revenues of the Business or by Seller on behalf of the Business in such partnership or joint ventureleases, including any licensingcommitments, technology transfer or royalty agreements; , software development agreements, software licenses, indentures and other agreements to which the Corporation is a party (ccollectively, "Material Contracts") any agreementincluding, contract or commitment relating to the future disposition or acquisition of any investment in any party or of any interest in any business enterprise involving the Business or the Acquired Assetswithout limitation, the Other Equipment or the Inventory; (d) any contract or commitment for the sale or furnishing of materials, supplies, merchandise, equipment or services relating to the Backlog Contracts; (e) any written agreement, instrument or other arrangement, or any unwritten agreement, contract, commitment or other arrangement, between or among Seller and any of the Affiliates of parties related to Seller or between or among business units of Seller; (f) any contract which grants to any person a preferential or other right to purchase any of the Acquired Assets, the Other Equipment or the Inventory; (g) any contract, agreement or commitment with respect to the discharge or removal of Hazardous Materials by or from the Acquired Assets, the Other Equipment or the Inventory. (h) any confidentiality agreement with any person relating to a potential transaction for the sale of all or substantially all of the ownership interests or Acquired Assets or the Inventory, or with respect to a merger, reorganization or other business combination transaction involving Seller with such other person; following: (i) any contract for the purchase of equipment, supplies, other agreement materials, or instrument material to the Business, the Acquired Assets, the Other Equipment or the Inventory or not made other inventory items other than purchase orders for supplies entered into in the ordinary course of business. There ; (ii) any contract related to the purchase or lease of any capital asset involving aggregate payments of more than $5,000 per annum that is no not cancelable by the Corporation on less than thirty (30) days notice; (iii) all technology agreements, software development agreements and software licenses (except for pre-printed licenses for commercially available and non-custom software applications) involving the Corporation or any Affiliate, regardless of the duration thereof or the amount of payments called for or required thereunder; (iv) any guarantee, make-whole agreement, or similar agreement or undertaking to support, directly or indirectly, the financial or other condition of any other person or entity; (v) each contract for or relating to the employment of any officer, employee, technician, agent, consultant, or advisor to or for the Corporation that is not cancelable by the Corporation without penalty, premium or liability (for severance or otherwise) on less than thirty (30) days' prior written notice; (vi) license, royalty, franchise, distributorship, dealer, manufacturer's representative, agency and advertising agreements; (vii) any contract with any collective bargaining unit; (viii) any mortgage of real property; (ix) any factoring agreement with respect to the accounts receivable of the Corporation; (x) any pledge or other security agreement by the Corporation other than guaranties entered into in the ordinary course of dealingbusiness which are not material to the Corporation, waiver(xi) any joint venture agreement or similar arrangement; (xii) any non-competition agreement or similar arrangement; and (xiii) any contract, arrangementlease, understanding commitment, indenture, or side letter other agreement to which the Corporation is a party that may not be terminated without penalty, premium or agreement applicable liability by the Corporation on not more than thirty (30) days' prior written notice. The term "Material Contract" shall not include any contract or agreement, the failure of which to any such contract maintain, perform or continue in effect (including by reason of Sellerthe Merger) has not and is not reasonably expected to adversely affect the Corporation and its assets, properties, businesses or financial condition.

Contracts and Commitments. (a) Schedule 2.16 contains 3.09(a) sets forth a true true, correct and complete list (and Seller has previously delivered to Buyer true and complete copies, other than those contracts referenced in (d) below) as of all of the following documents or agreements, or summaries of material oral agreements or understandings, relating to the Business, the Acquired Assets, the Other Equipment or the Inventory to which, on the date of this Agreement, Seller Agreement of each of the following types of Contracts to which any Trilogy Party or any of its Subsidiaries is a party, or which relate to or affect Seller and the Business, the Acquired Assets, the Other Equipment, the Inventory or the Acquisition and all documents or agreements which may require any action or consent in connection with the Acquisition, as they may have been amended to the date hereof. In addition to the foregoing, Seller has previously delivered, or will deliver within 30 days of the Closing Date, true and complete copies of the referenced contracts and commitments, other than : (i) the partnership or joint venture agreements relating to the GE C&I China Affiliates otherwise required by (b) below, (ii) the Backlog all Contracts referenced in subpart (d) below, which will be listed in a summary format including customer name, price, shop-order number, product description, non-standard terms, warranty provisions, delivery dates and delivery locations and (iii) where redactions in copies are required by applicable law or regulation as determined in good faith by mutual agreement evidencing any obligations of the parties: (a) any agreement, contract or commitment with any party containing any covenant limiting the ability of Seller or the Business to engage in business or to compete in any location or with any person; (b) any partnership or joint venture agreement with any party Company or any arrangements with any party of its Subsidiaries with respect to the sharing issuance, sale, repurchase or redemption of or in the profits or revenues any Equity Interests of the Business Company or by Seller on behalf any of its Subsidiaries; (ii) all collective bargaining agreements or Contracts with any labor union with respect to employees of the Business Company or any of its Subsidiaries and any such agreements currently in negotiation or proposed; (iii) all Contracts for capital expenditures or the acquisition of fixed assets in excess of $5,000,000; (iv) all Contracts for the employment of any officer, individual employee or other person on a full-time, part-time or consulting basis in each case providing for compensation in excess of $100,000 and any such partnership agreements currently in negotiation or joint ventureproposed (each an “Employment Agreement”); (v) all Contracts relating to Indebtedness or to mortgaging, pledging or otherwise placing a Lien (other than Permitted Liens except any Permitted Liens described in clause (ix) of the definition thereof) on any assets of the Company or any of its Subsidiaries; (vi) all guarantees of any obligation for Indebtedness or other guaranty of performance relating to any Person other than the Company or any of its Subsidiaries; (vii) all Contracts, including any licensingmanagement agreement, technology transfer under which the Company or royalty agreementsany of its Subsidiaries is lessee of or holds, manages or operates any real or personal property owned by any other Person, for which the annual contract payments exceed $1,000,000, or under which there are any material outstanding obligations; (cviii) all Contracts under which the Company or any agreementof its Subsidiaries is lessor of or permits any third party to hold, manage or operate any property, real or personal, for which the annual contract or commitment relating to the future disposition or acquisition of any investment in any party or of any interest in any business enterprise involving the Business or the Acquired Assets, the Other Equipment or the Inventorypayments exceed $1,000,000; (dix) all Contracts or any contract group of related Contracts with the same Person (and its Affiliates) which provide, or commitment would reasonably be expected to provide, for payments in excess of $1,000,000 in the sale or furnishing of materialscalendar year ending on December 31, supplies, merchandise, equipment or services relating to the Backlog Contracts2015; (ex) any written agreement, instrument or other arrangement, all Contracts that (A) prohibit the Company or any unwritten agreementof its Subsidiaries from freely engaging in business anywhere in the world (other than, contract, commitment or other arrangement, between or among Seller and any of the Affiliates of parties related to Seller or between or among business units of Seller; (f) any contract which grants to any person a preferential or other right to purchase any of the Acquired Assets, the Other Equipment or the Inventory; (g) any contract, agreement or commitment with respect to the discharge or removal of Hazardous Materials by or from the Acquired Assets, the Other Equipment or the Inventory. (h) any confidentiality agreement with any person relating to a potential transaction for the sale avoidance of all doubt, any Lease or substantially all of the ownership interests or Acquired Assets or the Inventory, or with respect any agreement to a merger, reorganization or other business combination transaction involving Seller with such other person; (i) any other agreement or instrument material to the Business, the Acquired Assets, the Other Equipment or the Inventory or not made keep information confidential entered into in the ordinary course of business), (B) provide for “most favored nations” terms or establish an exclusive sale or purchase obligation with respect to any product or geographic area or (C) contain a “right of first offer” or “right of first refusal” on behalf of any other Person to acquire the Company or any of its Subsidiaries or any assets or business thereof; (xi) all Contracts pursuant to which payments by the Company or any of its Subsidiaries will be required to an employee or service provider of the Company or any of their Subsidiaries in connection with the consummation of the Contemplated Transactions; (xii) all Contracts pursuant to which the Company or any of its Subsidiaries has acquired or disposed of any properties or other assets with a value in excess of $1,000,000 or which contains material indemnification, earn-out or other outstanding obligations; (xiii) all Contracts for any joint venture or partnership with any Person (other than a wholly-owned Subsidiary of the Company); (xiv) all Contracts relating to any Related Party Transactions; (xv) any stock option, stock purchase, stock appreciation plan or other equity or equity-based arrangement; (xvi) all Contracts relating to the licensing of Company Intellectual Property by the Company or any of its Subsidiaries to a third party or of any material Intellectual Property by a third party to the Company or any of its Subsidiaries (except for licenses of commercially available off-the-shelf software which require a payment of less than $100,000 per year); (xvii) all Contracts under which the Company or any of its Subsidiaries has advanced or loaned an amount to any Person (other than Related Party Transactions), other than trade credit in the ordinary course of business; (xviii) all Contracts entered into since January 1, 2011 involving any resolution or settlement of any actual or threatened Action or other dispute which has a value greater than $1,000,000 or imposes any continuing obligations on any of the Company or any of its Subsidiaries, including injunctive or other non-monetary relief; (xix) all Contracts to which a physician or an “immediate family member” of a physician (as such term is defined for purposes of the ▇▇▇▇▇ Law) is a party, whether or not such agreement relates to medical services (each, a “Physician Contract”); (xx) all Contracts with Key Suppliers; (xxi) all Contracts with a health care provider involving annual amounts exceeding $100,000, including, without limitation, hospitals, hospice providers, home health providers and therapy providers; (xxii) any Contract with a Governmental Entity; and (xxiii) all Contracts pursuant to which the Company of any of its Subsidiaries has the right to acquire or lease any additional parcel of real property (i.e., any parcel of property not constituting a part of Owned Real Property or Leased Real Property as of the date hereof). The Contracts described in the foregoing clauses (i) through (xviii), whether entered into prior to, on or after the date hereof, are collectively referred to as “Company Contracts.” For the avoidance of doubt, this Section 3.09(a) does not require the listing of any Contract solely between or among the Company or one or more of its wholly-owned Subsidiaries, on the one hand (other than any Contracts with OpCo Finance, PRO LLC, the EIK or their respective Subsidiaries after giving effect to the Contemplated Transactions), and one or more of the wholly-owned Subsidiaries of the Company, on the other hand, or any Lease (which Leases are addressed in Section 3.07). (b) Prior to the date hereof, the Company has provided to the Purchaser, or have provided the Purchaser access through an electronic dataroom to, a true, correct and complete copy of all Company Contracts, together with all material amendments, waivers or other changes thereto, as in effect as of the date hereof. There are no oral Company Contracts. (c) Except as set forth on Schedule 3.09(c), (a) all of the Company Contracts are valid, binding, in full force and effect, and enforceable in all material respects by the Company and its Subsidiaries against the parties thereto in accordance with their respective terms, (b) to the Company’s Knowledge, no party thereto has asserted that any such Company Contract is invalid or unenforceable, and (c) to the Company’s Knowledge, no course party has given written notice of dealing, waiver, arrangement, understanding any intent to amend or side letter terminate any Company Contract or agreement applicable of any material dispute with respect to any such contract Company Contract. Except as set forth on Schedule 3.09(c), neither the Company nor any of Sellerits Subsidiaries that is party to a Company Contract is in material breach or default thereunder and, to the Company’s Knowledge, no other party to any Company Contract is in material breach or default thereunder, and to the Company’s Knowledge, no event has occurred that (with or without notice, lapse of time or both) would constitute a material breach or default under any Company Contract.

Contracts and Commitments. (a) Schedule 2.16 contains 4.10 lists each of the contracts and agreements of the types described below, whether written or oral, to which any Seller is a true party or is otherwise bound as of the date hereof (the “Material Contracts”): (i) all Client engagements and complete list (and similar arrangements pursuant to which any Seller has previously delivered agreed to Buyer true and complete copiesprovide services, other than those contracts referenced in engagements that have been fully performed, all amounts have been fully paid by the Client, and no obligations remain to be performed by any Seller or the Client; (dii) below) of all of the following documents or management agreements, or summaries of material oral agreements or understandings, relating to the Business, the Acquired Assets, the Other Equipment contracts prohibiting competition or the Inventory to which, on the date disclosure of this Agreement, Seller is a party, Trade Secrets or which relate to or affect Seller and the Business, the Acquired Assets, the Other Equipment, the Inventory or the Acquisition and all documents or agreements which may require any action or consent in connection with the Acquisition, as they may have been amended to the date hereof. In addition to the foregoing, Seller has previously delivered, or will deliver within 30 days of the Closing Date, true and complete copies of the referenced contracts and commitments, other than (i) the partnership or joint venture agreements relating to the GE C&I China Affiliates otherwise required by (b) below, (ii) the Backlog Contracts referenced in subpart (d) below, which will be listed in a summary format including customer name, price, shop-order number, product description, non-standard terms, warranty provisions, delivery dates and delivery locations and confidential information; (iii) where redactions in copies are required by applicable law all agreements or regulation as determined in good faith by mutual agreement indentures relating to Indebtedness or placing a Lien on any of the parties: (a) any agreement, contract Purchased Assets or commitment with any party containing any covenant limiting the ability letter of Seller or the Business to engage in business or to compete in any location or with any personcredit arrangements; (biv) any partnership or joint venture agreement with any party or any arrangements with any party with respect to the sharing of or in the profits or revenues of the Business or by Seller on behalf of the Business in such partnership or joint venture, including any licensing, technology transfer all licenses or royalty agreements; (cv) all nondisclosure or confidentiality agreements pursuant to which any agreementSeller is obligated to maintain the confidentiality of, contract or commitment not to disclose, designated information; (vi) all leases or agreements under which any Seller is lessee of or holds or operates any personal property leases; (vii) all broker, distributor, vendor or maintenance agreements; (viii) all other contracts or group of related contracts with the same party continuing over a period of more than six months from the date or dates thereof, not terminable by such Seller upon 30 days’ or less notice without penalty; (ix) all consulting, maintenance or any other similar agreements, contracts or commitments (including any employee leasing or outsourcing arrangement); (x) all agreements under which independent contractors or subcontractors are retained to provide services to Sellers’ Clients on behalf of Sellers; (xi) all contracts which prohibit Sellers or, after the Closing, will prohibit Buyers or any of their Affiliates, from freely engaging in business anywhere in the world; (xii) all contracts with any officer, director, employee, shareholder, or Affiliate of any Seller (or any individual related by marriage or adoption to any such individual or any entity in which any such Person owns any beneficial interest); (xiii) all agreements relating to the future disposition ownership of or acquisition of any investment in any party or of any interest investments in any business enterprise involving the Business or the Acquired Assetsenterprise, the Other Equipment or the Inventoryincluding investments in joint ventures and minority equity investments; (dxiv) all powers of attorney executed by or on behalf of any contract Seller pursuant to which such Seller has granted another Person authority to act in such Seller’s name or commitment for the sale or furnishing of materials, supplies, merchandise, equipment or services relating to the Backlog Contractson such Seller’s behalf; (exv) all material contracts and licenses (including all inbound licenses) to which any written agreement, instrument or other arrangement, or any unwritten agreement, contract, commitment or other arrangement, between or among Seller and any of the Affiliates of parties related to Seller or between or among business units of Seller; (f) any contract which grants to any person is a preferential or other right to purchase any of the Acquired Assets, the Other Equipment or the Inventory; (g) any contract, agreement or commitment party with respect to the discharge or removal of Hazardous Materials by or from the Acquired Assets, the Other Equipment or the Inventory.any Intellectual Property Rights; or (hxvi) any confidentiality agreement with any person relating to a potential transaction for the sale of all or substantially all of the ownership interests or Acquired Assets or the Inventory, or with respect to a merger, reorganization or other business combination transaction involving Seller with such other person; (i) any other agreement or instrument agreements material to the Business, the Acquired Assets, the Other Equipment or the Inventory or Business not made entered into in the ordinary course of business. (b) Sellers have made available to Buyers a true and correct copy of all written Material Contracts (and a true and correct written description of any oral Material Contracts), together with all amendments, exhibits, attachments, waivers or other changes thereto. There Except as set forth on Schedule 4.10, each written Material Contract is legal, valid, binding and enforceable by and against such Seller in accordance with its terms and is in full force and effect, except as enforceability may be limited by applicable bankruptcy, insolvency and similar laws affecting the enforcement of creditors’ rights generally, and by general principles of equity. Except as set forth on Schedule 4.10, neither Sellers nor, to Sellers’ Knowledge, any other party, is in breach or default under any Material Contract, and no course conditions or events exist, such that, after notice or lapse of dealingtime or both, waiverwould constitute a default under a written Material Contract on the part of Sellers or, arrangementto Sellers’ Knowledge, understanding on the part of any other parties to the Material Contracts, except for any breaches, defaults, terminations, modifications, accelerations, conditions or side letter events which have been cured or agreement applicable waived or which would not be material to any such contract of Sellerthe Business.

Contracts and Commitments. Schedule 2.16 contains 1.1(d) hereto is a true and complete list (and Seller has previously delivered to Buyer true and complete copies, other than those contracts referenced in (d) below) ------------------------- of all of the following documents or contracts, agreements, plans, arrangements, or summaries commitments currently in effect for the benefit of material oral agreements or understandings, relating to the Business: (a) All contracts, contract rights, purchase orders, agreements and commitments with respect to the Acquired Assetssale of products or services; (b) all contracts, contract rights, purchase orders, agreements and commitments for the Other Equipment purchase of supplies, materials, equipment, parts inventory, or other products involving expenditures or commitments in excess of $3,000; (c) All sales agency and distributor agreements or franchises; (d) All other agreements with suppliers of goods and services involving expenditures or commitments in excess of $3,000 or which cannot be terminated on thirty (30) days' notice; (e) All agreements providing for the services of any independent contractor; Except as specified in Schedule 4.18, all of such contracts, agreements, and commitments, are valid, binding, and in full force and effect and there is no existing material default thereunder; and the transaction contemplated by this Agreement will not create nor result in a default thereunder and will not cause acceleration of any obligation of any party thereto or the Inventory creation of any lien, encumbrance, or security interest in or upon any Purchased Assets or grant any other right or remedy to whicha third party; copies of all of the documents described in the aforesaid schedules have been delivered to Buyer or will be delivered upon request and are, on or will when delivered be, true and complete in all material respects and include all material amendments, supplements or modifications thereto. Seller shall update Schedule 4.18 as of the Closing Date to reflect changes to such Schedule between the date of this Agreement and the Effective Time; provided that no such changes shall be made to such Schedule without Buyer's prior written consent if such changes, either individually or in the aggregate, would increase the liability of Buyer beyond that which Buyer shall have under the Assigned Contracts as of the date of this Agreement, Seller is a party, or which relate to or affect Seller and the Business, the Acquired Assets, the Other Equipment, the Inventory or the Acquisition and all documents or agreements which may require any action or consent in connection with the Acquisition, as they may have been amended to the date hereof. In addition to the foregoing, Seller has previously delivered, or will deliver within 30 days of the Closing Date, true and complete copies of the referenced contracts and commitments, other than (i) the partnership or joint venture agreements relating to the GE C&I China Affiliates otherwise required by (b) below, (ii) the Backlog Contracts referenced in subpart (d) below, which will be listed in a summary format including customer name, price, shop-order number, product description, non-standard terms, warranty provisions, delivery dates and delivery locations and (iii) where redactions in copies are required by applicable law or regulation as determined in good faith by mutual agreement of the parties: (a) any agreement, contract or commitment with any party containing any covenant limiting the ability of Seller or the Business to engage in business or to compete in any location or with any person; (b) any partnership or joint venture agreement with any party or any arrangements with any party with respect to the sharing of or in the profits or revenues of the Business or by Seller on behalf of the Business in such partnership or joint venture, including any licensing, technology transfer or royalty agreements; (c) any agreement, contract or commitment relating to the future disposition or acquisition of any investment in any party or of any interest in any business enterprise involving the Business or the Acquired Assets, the Other Equipment or the Inventory; (d) any contract or commitment for the sale or furnishing of materials, supplies, merchandise, equipment or services relating to the Backlog Contracts; (e) any written agreement, instrument or other arrangement, or any unwritten agreement, contract, commitment or other arrangement, between or among Seller and any of the Affiliates of parties related to Seller or between or among business units of Seller; (f) any contract which grants to any person a preferential or other right to purchase any of the Acquired Assets, the Other Equipment or the Inventory; (g) any contract, agreement or commitment with respect to the discharge or removal of Hazardous Materials by or from the Acquired Assets, the Other Equipment or the Inventory. (h) any confidentiality agreement with any person relating to a potential transaction for the sale of all or substantially all of the ownership interests or Acquired Assets or the Inventory, or with respect to a merger, reorganization or other business combination transaction involving Seller with such other person; (i) any other agreement or instrument material to the Business, the Acquired Assets, the Other Equipment or the Inventory or not made in the ordinary course of business. There is no course of dealing, waiver, arrangement, understanding or side letter or agreement applicable to any such contract of Seller.

Contracts and Commitments. Schedule 2.16 contains a true and complete list (and Seller has previously delivered to Buyer true and complete copies, other than those contracts referenced in (da) belowPart 3.14(a) of all the Sellers’ Disclosure Schedule sets forth a list of the following documents or agreements, or summaries Contracts to which either of material oral agreements or understandings, relating to the Business▇▇▇▇▇▇▇▇ Companies is a party (collectively, the Acquired Assets, the Other Equipment or the Inventory to which, on the date of this Agreement, Seller is a party, or which relate to or affect Seller and the Business, the Acquired Assets, the Other Equipment, the Inventory or the Acquisition and all documents or agreements which may require any action or consent in connection with the Acquisition, as they may have been amended to the date hereof. In addition to the foregoing, Seller has previously delivered, or will deliver within 30 days of the Closing Date, true and complete copies of the referenced contracts and commitments, other than “Material Contracts”): (i) the partnership a material agreement with any senior executive that is not cancelable by Equipment Co. on notice of not longer than thirty (30) days and without liability, penalty or joint venture agreements relating to the GE C&I China Affiliates otherwise required by (b) below, premium; (ii) the Backlog Contracts referenced a lease of personal property involving consideration or other expenditure in subpart excess of One Hundred Thousand Dollars (d$100,000) below, which will be listed in a summary format including customer name, price, shop-order number, product description, non-standard terms, warranty provisions, delivery dates and delivery locations and per annum; (iii) where redactions in copies are required by applicable law except for purchase or regulation as determined in good faith by mutual agreement of the parties: (a) any agreement, contract or commitment with any party containing any covenant limiting the ability of Seller or the Business to engage in business or to compete in any location or with any person; (b) any partnership or joint venture agreement with any party or any arrangements with any party with respect to the sharing of or in the profits or revenues of the Business or by Seller on behalf of the Business in such partnership or joint venture, including any licensing, technology transfer or royalty agreements; (c) any agreement, contract or commitment relating to the future disposition or acquisition of any investment in any party or of any interest in any business enterprise involving the Business or the Acquired Assets, the Other Equipment or the Inventory; (d) any contract or commitment sale orders for the sale purchase of materials or furnishing of materials, supplies, merchandise, equipment supplies or services relating to the Backlog Contracts; (e) any written agreement, instrument or other arrangement, or any unwritten agreement, contract, commitment or other arrangement, between or among Seller and any of the Affiliates of parties related to Seller or between or among business units of Seller; (f) any contract which grants to any person a preferential or other right to purchase any of the Acquired Assets, the Other Equipment or the Inventory; (g) any contract, agreement or commitment with respect to the discharge or removal of Hazardous Materials by or from the Acquired Assets, the Other Equipment or the Inventory. (h) any confidentiality agreement with any person relating to a potential transaction for the sale of all or substantially all of the ownership interests or Acquired Assets or the Inventory, or with respect to a merger, reorganization or other business combination transaction involving Seller with such other person; (i) any other agreement or instrument material to the Business, the Acquired Assets, the Other Equipment or the Inventory or not made customer contracts entered into in the ordinary course of business. There , an agreement involving payment or other expenditure of more than One Hundred Thousand Dollars ($100,000) in the aggregate that is no not cancelable on less than 12 months’ notice; (iv) an agreement providing for the disposition of a material asset, other than in the ordinary course of dealingbusiness; (v) an agreement which provides for severance benefits upon termination of employment; (vi) a material agreement with a sales representative, waiverdealer or distributor; (vii) a material license agreement; (viii) a material agreement under which Equipment Co. is indebted for borrowed money; and (ix) an agreement with a customer of Equipment Co. (b) Neither of the ▇▇▇▇▇▇▇▇ Companies is and, arrangementto the Knowledge of Sellers, understanding none of the other parties to each Material Contract is, in breach, violation of or side letter default under any provision of any Material Contract. Each Material Contract is in full force and effect and represents a valid and binding obligation of such ▇▇▇▇▇▇▇▇ Company party thereto and, to the Knowledge of Sellers, each other party thereto. To the Knowledge of the Sellers, no event has occurred or agreement applicable circumstance exists that would give any Person the right (with or without notice or lapse of time) to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify such Material Contract. (c) There are no renegotiations of, attempts to renegotiate or outstanding rights to renegotiate any amounts paid or payable to either ▇▇▇▇▇▇▇▇ Company under current or completed Material Contracts with any Person, and no such Person has made demand (written or otherwise) for such renegotiation. (d) The Material Contracts relating to the sale, design or provision of products or services by the ▇▇▇▇▇▇▇▇ Companies have been entered into in the ordinary course of business consistent with past practice and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Law. (e) None of the Sellers has or may acquire any rights under, and none of the Sellers has or may become subject to any obligation or liability under, any Material Contract that relates to the business of, or any of the assets owned or used by, either ▇▇▇▇▇▇▇▇ Company and (ii) to the Knowledge of the Sellers, no shareholder, officer, director, agent, employee, consultant or contractor of either ▇▇▇▇▇▇▇▇ Company is bound by any Material Contract (other than those certain Wabtec Corporation Employee Non-Competition and Confidentiality Agreements referred to in Section 5.1(m) hereof) that purports to limit the ability of such contract shareholder, officer, director, agent, employee, consultant or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of Sellereither ▇▇▇▇▇▇▇▇ Company or (B) assign to either ▇▇▇▇▇▇▇▇ Company or to any other Person any rights to any invention, improvement, or discovery.

Contracts and Commitments. Schedule 2.16 contains (a) Section 3.12 of the Company Disclosure Schedules sets forth a true and complete list of the following Contracts to which the Company is a party: (and Seller has previously delivered i) any partnership, joint venture, or similar Contract that involves the sharing of profits or losses; (ii) any Contract with a Significant Customer or Significant Supplier; (iii) any Labor Agreement; (iv) any employment, severance, incentive compensation, retention, change of control, or consulting Contract with any current director, officer, or employee requiring an annual payment of cash compensation (excluding non-guaranteed sales commissions) in excess of $100,000 (or, in the case of a severance, incentive compensation, retention or change of control agreement, an aggregate payment in excess of $100,000); (v) any Contract with another Person concerning confidentiality or non-competition materially limiting or restricting the ability of the Company to Buyer true and complete copiesenter into or engage in any market or line of business or otherwise including provisions on joint price-fixing, “most favored nation”, market or customer sharing, exclusivity or market classification; (vi) any Contract for the sale of any of the assets of the Company, other than those contracts referenced in the Ordinary Course of Business; (dvii) below) of all of the following documents or agreements, or summaries of material oral agreements or understandings, any Contract relating to the Business, acquisition by the Acquired Assets, the Other Equipment Company of any operating business or the Inventory assets or capital stock of any other Person, other than in the Ordinary Course of Business; (viii) any agreement relating to whichthe incurrence, assumption, surety or guarantee of any Indebtedness (excluding any agreement to guarantee lease payments of the Company) or to mortgaging, pledging or otherwise placing a Lien (other than a Permitted Lien) on any portion of the assets of the Company; (ix) any Contract under which the Company has made advances or loans to any other Person (which shall not include advances made to an employee of the Company in the Ordinary Course of Business); (x) any Contract relating to the settlement, conciliation or similar agreement with any Governmental Authority of any claim or action or pursuant to which the Company will have any material outstanding obligation after the date of this Agreement; (xi) any Contract with a Governmental Authority or pursuant to which the Company participates in any program involving a Governmental Authority; (xii) any Contract pursuant to which the Company is granted a lease in, Seller a sublease in, or the right to use or occupy any Leased Real Property facility; (xiii) any Contract that requires a consent to or otherwise contains a provision relating to a “change of control,” or that would give rise to any acceleration or additional rights or obligations under such Contract or prohibit or delay the consummation of the transaction contemplated by this Agreement; (xiv) any other Contract that (A) involves a future or potential Liability or receivable, as the case may be, in excess of $50,000 on an annual basis or in excess of $250,000 over the current Contract term or (B) has a term greater than one year and cannot be cancelled by the Company, as applicable, without penalty or further payment and without more than thirty (30) days’ notice; (xv) Contracts under which the Company is a party, licensor or which relate otherwise grants to or affect Seller and the Business, the Acquired Assets, the Other Equipment, the Inventory or the Acquisition and all documents or agreements which may require a third party any action or consent in connection with the Acquisition, as they may have been amended rights to the date hereof. In addition to the foregoing, Seller has previously delivered, or will deliver within 30 days of the Closing Date, true and complete copies of the referenced contracts and commitments, use any Intellectual Property (other than Intellectual Property licensed to customers on a non-exclusive basis in the Ordinary Course of Business); (xvi) any other agreement (not described in clauses (i) the partnership or joint venture agreements relating to the GE C&I China Affiliates otherwise required by (bxvii) below, (iiabove) the Backlog Contracts referenced in subpart (d) below, termination of which will would reasonably be listed in expected to have a summary format including customer name, price, shop-order number, product description, non-standard terms, warranty provisions, delivery dates and delivery locations and (iii) where redactions in copies are required by applicable law or regulation as determined in good faith by mutual agreement of the parties: (a) any agreement, contract or commitment with any party containing any covenant limiting the ability of Seller or the Business to engage in business or to compete in any location or with any person;Company Material Adverse Effect. (b) any partnership or joint venture agreement with any party or any arrangements with any party with respect to the sharing of or in the profits or revenues Each of the Business Contracts set forth or by Seller required to be set forth on behalf of the Business in such partnership or joint venture, including any licensing, technology transfer or royalty agreements; (c) any agreement, contract or commitment relating to the future disposition or acquisition of any investment in any party or of any interest in any business enterprise involving the Business or the Acquired Assets, the Other Equipment or the Inventory; (d) any contract or commitment for the sale or furnishing of materials, supplies, merchandise, equipment or services relating to the Backlog Contracts; (e) any written agreement, instrument or other arrangement, or any unwritten agreement, contract, commitment or other arrangement, between or among Seller and any of the Affiliates of parties related to Seller or between or among business units of Seller; (f) any contract which grants to any person a preferential or other right to purchase any of the Acquired Assets, the Other Equipment or the Inventory; (g) any contract, agreement or commitment with respect to the discharge or removal of Hazardous Materials by or from the Acquired Assets, the Other Equipment or the Inventory. (h) any confidentiality agreement with any person relating to a potential transaction for the sale of all or substantially all of the ownership interests or Acquired Assets or the Inventory, or with respect to a merger, reorganization or other business combination transaction involving Seller with such other person; (i) any other agreement or instrument material to the Business, the Acquired Assets, the Other Equipment or the Inventory or not made in the ordinary course of business. There is no course of dealing, waiver, arrangement, understanding or side letter or agreement applicable to any such contract of Seller.Section 3.12

Contracts and Commitments. Schedule 2.16 contains a true and complete list (and Seller has previously delivered to Buyer true and complete copies, other than those contracts referenced in (da) below) As of all of the following documents or agreements, or summaries of material oral agreements or understandings, relating to the Business, the Acquired Assets, the Other Equipment or the Inventory to which, on the date of this Agreement, Seller except as filed as an exhibit to the SEQUUS SEC Reports, neither SEQUUS nor its Subsidiaries is a party, or which relate party to or affect Seller and the Businessbound by any oral or written contract, the Acquired Assets, the Other Equipment, the Inventory obligation or the Acquisition and all documents or agreements which may require commitment of any action or consent type in connection with the Acquisition, as they may have been amended to the date hereof. In addition to the foregoing, Seller has previously delivered, or will deliver within 30 days any of the Closing Date, true and complete copies of the referenced contracts and commitments, other than following categories: (i) employment agreements, consulting agreements, agreements or arrangements that contain severance pay, employee or consultant indemnification agreements, agreements or understandings with respect to tax arrangements, agreements or understandings with respect to expatriate benefits, or post- employment liabilities or obligations; (ii) agreements or plans under which benefits will be increased or accelerated by the partnership occurrence of any of the transactions contemplated by this Agreement, or joint venture agreements under which the value of the benefits will be calculated on the basis of any of the transactions contemplated by this Agreement; (iii) agreements, contracts or commitments currently in force relating to the GE C&I China Affiliates otherwise required by (b) below, (ii) the Backlog Contracts referenced in subpart (d) below, which will be listed in a summary format including customer name, price, shop-order number, product description, non-standard terms, warranty provisions, delivery dates and delivery locations and (iii) where redactions in copies are required by applicable law or regulation as determined in good faith by mutual agreement of the parties: (a) any agreement, contract or commitment with any party containing any covenant limiting the ability of Seller or the Business to engage in business or to compete in any location or with any person; (b) any partnership or joint venture agreement with any party or any arrangements with any party with respect to the sharing of or in the profits or revenues of the Business or by Seller on behalf of the Business in such partnership or joint venture, including any licensing, technology transfer or royalty agreements; (c) any agreement, contract or commitment relating to the future disposition or acquisition of any investment in any party or of any interest in any business enterprise involving the Business or the Acquired Assets, the Other Equipment or the Inventory; (d) any contract or commitment for the sale or furnishing of materials, supplies, merchandise, equipment or services relating to the Backlog Contracts; (e) any written agreement, instrument or other arrangement, or any unwritten agreement, contract, commitment or other arrangement, between or among Seller and any of the Affiliates of parties related to Seller or between or among business units of Seller; (f) any contract which grants to any person a preferential or other right to purchase any of the Acquired Assets, the Other Equipment or the Inventory; (g) any contract, agreement or commitment with respect to the discharge or removal of Hazardous Materials by or from the Acquired Assets, the Other Equipment or the Inventory. (h) any confidentiality agreement with any person relating to a potential transaction for the sale of all or substantially all of the ownership interests or Acquired Assets or the Inventory, or with respect to a merger, reorganization or other business combination transaction involving Seller with such other person; (i) any material assets other agreement or instrument material to the Business, the Acquired Assets, the Other Equipment or the Inventory or not made than in the ordinary course of business. There , or (ii) relating to an ownership interest in any corporation, partnership, joint venture or other business enterprise; (iv) material agreements, contracts or commitments for the purchase of materials, supplies or equipment which provide for purchase prices substantially greater than those prevailing as of the date of this Agreement for such materials, supplies or equipment, or which are with sole or single source suppliers; (v) guarantees or other agreements, contracts or commitments under which SEQUUS or any of its Subsidiaries is no absolutely or contingently liable for (A) the performance of any other person, firm or corporation (other than SEQUUS or its Subsidiaries), or (B) the whole or any part of the indebtedness or liabilities of any other person, firm or corporation (other than SEQUUS or its Subsidiaries); (vi) powers of attorney authorizing the incurrence of a material obligation on the part of SEQUUS or its Subsidiaries; (vii) agreements, contracts or commitments which limit or restrict (A) the geographic territories where SEQUUS or any of its Subsidiaries may conduct business, (B) the type or lines of business (current or future) in which they may engage, or (C) any acquisition of assets (tangible or intangible) by SEQUUS or any of its Subsidiaries outside of the ordinary course of dealingbusiness; (viii) agreements, waivercontracts or commitments containing any agreement with respect to a change of control of SEQUUS or any of its Subsidiaries; (ix) agreements, arrangementcontracts or commitments for the borrowing or lending of money, understanding or side letter the availability of credit (except credit extended by SEQUUS or any of its Subsidiaries to customers in the ordinary course of business and consistent with past practice); (x) any hedging, option, derivative or other similar transaction and any foreign exchange position or contract for the exchange of currency; (xi) any joint marketing or joint development agreement, or any license or distribution agreement applicable relating to any SEQUUS product not cancelable by SEQUUS upon 90 days notice; or (xii) any agreement not otherwise disclosed in section 3.14 or 3.17 of the SEQUUS Disclosure Statement expressly obligating SEQUUS to indemnify any other Person, including but not limited to any employee or consultant of SEQUUS or any of its Subsidiaries, against any charge of infringement, misappropriation or misuse of any intellectual property, other than indemnification provisions contained in purchase orders or customer agreements arising in the ordinary course of business. (b) Neither SEQUUS nor any of its Subsidiaries, nor to SEQUUS' knowledge any other party to a SEQUUS Contract (as defined below), is in breach, violation or default under, or has received notice that it has breached, violated or defaulted under (nor does there exist any condition under which, with the passage of time or the giving of notice or both, could reasonably be expected to cause such a breach, violation or default under), any material agreement, contract or commitment to which SEQUUS or any of Sellerits Subsidiaries is a party or by which any of them or any of their properties or assets is bound (any such agreement, contract or commitment, a "SEQUUS Contract"), other than any breaches, violations or defaults which individually or in the aggregate would not have a SEQUUS Material Adverse Effect. (c) Each SEQUUS Contract is a valid, binding and enforceable obligation of SEQUUS and, to SEQUUS' knowledge, of the other party or parties thereto, in accordance with its terms, and in full force and effect, except where the failure to be valid, binding, enforceable and in full force and effect would not have a SEQUUS Material Adverse Effect and to the extent enforcement may be limited by applicable bankruptcy, insolvency, moratorium or other laws affecting the enforcement of creditors' rights generally or by general principles of equity or by competition laws of the European Union. (d) An accurate and complete copy of each SEQUUS Contract has been made available to ALZA.

Contracts and Commitments. Schedule 2.16 contains a true and complete list (and Seller has previously delivered to Buyer true and complete copies, other than those contracts referenced in (da) below) of all Section 3.13 of the following documents or agreements, or summaries of material oral agreements or understandings, relating to the Business, the Acquired Assets, the Other Equipment or the Inventory to which, on the date of this Agreement, Seller is a party, or which relate to or affect Seller and the Business, the Acquired Assets, the Other Equipment, the Inventory or the Acquisition and all documents or agreements which may require any action or consent in connection with the AcquisitionDisclosure Schedule sets forth, as they may have been amended to of the date hereof. In addition to the foregoing, Seller has previously delivered, or will deliver within 30 days of the Closing Date, true each contract and complete copies of the referenced contracts and commitments, other than (i) the partnership or joint venture agreements relating to the GE C&I China Affiliates otherwise required by (b) below, (ii) the Backlog Contracts referenced in subpart (d) below, which will be listed in a summary format including customer name, price, shop-order number, product description, non-standard terms, warranty provisions, delivery dates and delivery locations and (iii) where redactions in copies are required by applicable law or regulation as determined in good faith by mutual agreement of the parties: (a) any agreement, contract or commitment with any party containing any covenant limiting to which the ability of Seller or the Business to engage in business or to compete in any location or with any person; (b) any partnership or joint venture agreement with any party Company or any arrangements with any Company Subsidiary is a party with respect to the sharing of or in the profits or revenues of the Business or by Seller on behalf of the Business in such partnership or joint venture, including any licensing, technology transfer or royalty agreements; (c) any agreement, contract or commitment relating to the future disposition or acquisition of any investment in any party or of any interest in any business enterprise involving the Business or the Acquired Assets, the Other Equipment or the Inventory; (d) any contract or commitment for the sale or furnishing of materials, supplies, merchandise, equipment or services relating to the Backlog Contracts; (e) any written agreement, instrument or other arrangement, or any unwritten agreement, contract, commitment or other arrangement, between or among Seller and any of the Affiliates of parties related to Seller or between or among business units of Seller; (f) any contract which grants to any person a preferential or other right to purchase any of the Acquired Assets, the Other Equipment or the Inventory; (g) any contract, agreement or commitment with respect to the discharge or removal of Hazardous Materials by or from the Acquired Assets, the Other Equipment or the Inventory. (h) any confidentiality agreement with any person relating to a potential transaction for the sale of all or substantially all of the ownership interests or Acquired Assets or the Inventory, or with respect to a merger, reorganization or other business combination transaction involving Seller with such other person;that: (i) provides for aggregate future payments by the Company or any other agreement Company Subsidiary, or instrument material to the BusinessCompany or any Company Subsidiary, the Acquired Assetsof more than $500,000 and has an unexpired term exceeding one year and may not be canceled upon sixty (60) days' notice without any liability, the Other Equipment penalty or the Inventory premium (excluding purchase orders, invoices and leasing transactions entered into or not made incurred in the ordinary course of business. There ); (ii) was entered into by the Company or a Company Subsidiary with a shareholder, officer, director or significant employee of the Company or any Company Subsidiary; (iii) is no course a collective bargaining or similar agreement; (iv) involves an agreement with any bank, finance company or similar organization for Indebtedness of dealingthe Company or any Company Subsidiary; (v) materially restricts the Company or any Company Subsidiary from engaging in any line of business anywhere in the world; and (vi) is an employment agreement, waiverconsulting agreement or similar arrangement. (b) As of the date hereof, arrangement(i) there is not and, understanding to the Knowledge of the Company, there has not been claimed or side letter or agreement applicable alleged by any Person with respect to any contract listed in Section 3.13 of the Disclosure Schedule any existing default or event that, with notice or lapse of time or both, would constitute a default or event of default on the part of the Company or any Company Subsidiary or, to the Knowledge of the Company, on the part of any other party thereto, except such contract defaults, events of Sellerdefault and other events that would not reasonably be expected to result in a Company Material Adverse Effect, and (ii) no consent, approval, authorization or waiver from, or notice to, any Governmental Entity or other Person is required in order to maintain in full force and effect any of the contracts listed in Section 3.13 of the Disclosure Schedule, other than (A) such consents and waivers that have been obtained and are unconditional and in full force and effect and such notices that have been duly given and (B) such consents, approvals, authorizations, waivers or notices the failure of which to have or give would not reasonably be expected to have a Company Material Adverse Effect.

Contracts and Commitments. Schedule 2.16 contains a true and complete list (and Seller a) The Company has previously delivered made available to Buyer true and complete copies, other than those contracts referenced in (d) below) of all Parent copies of the following documents Contracts of the Company, together with all amendments or agreementswaivers pertaining thereto, or summaries which are currently in effect as of material oral agreements or understandings, relating to the Business, the Acquired Assets, the Other Equipment or the Inventory to which, on the date of this Agreement, Seller is a party, or which relate to or affect Seller and hereof (the Business, the Acquired Assets, the Other Equipment, the Inventory or the Acquisition and all documents or agreements which may require any action or consent in connection with the Acquisition, as they may have been amended to the date hereof. In addition to the foregoing, Seller has previously delivered, or will deliver within 30 days of the Closing Date, true and complete copies of the referenced contracts and commitments, other than (i) the partnership or joint venture agreements relating to the GE C&I China Affiliates otherwise required by (b) below, (ii) the Backlog Contracts referenced in subpart (d) below, which will be listed in a summary format including customer name, price, shop-order number, product description, non-standard terms, warranty provisions, delivery dates and delivery locations and (iii) where redactions in copies are required by applicable law or regulation as determined in good faith by mutual agreement of the parties: (a) any agreement, contract or commitment with any party containing any covenant limiting the ability of Seller or the Business to engage in business or to compete in any location or with any person; (b) any partnership or joint venture agreement with any party or any arrangements with any party with respect to the sharing of or in the profits or revenues of the Business or by Seller on behalf of the Business in such partnership or joint venture, including any licensing, technology transfer or royalty agreements; (c) any agreement, contract or commitment relating to the future disposition or acquisition of any investment in any party or of any interest in any business enterprise involving the Business or the Acquired Assets, the Other Equipment or the Inventory; (d) any contract or commitment for the sale or furnishing of materials, supplies, merchandise, equipment or services relating to the Backlog “Material Contracts; (e) any written agreement, instrument or other arrangement, or any unwritten agreement, contract, commitment or other arrangement, between or among Seller and any of the Affiliates of parties related to Seller or between or among business units of Seller; (f) any contract which grants to any person a preferential or other right to purchase any of the Acquired Assets, the Other Equipment or the Inventory; (g) any contract, agreement or commitment with respect to the discharge or removal of Hazardous Materials by or from the Acquired Assets, the Other Equipment or the Inventory. (h) any confidentiality agreement with any person relating to a potential transaction for the sale of all or substantially all of the ownership interests or Acquired Assets or the Inventory, or with respect to a merger, reorganization or other business combination transaction involving Seller with such other person;”): (i) any Contracts (other agreement or instrument material to the Business, the Acquired Assets, the Other Equipment or the Inventory or not made than purchase orders entered into in the ordinary course of business. There is no ) which involve commitments to make capital expenditures or which provide for the purchase of goods or services by the Company from any one Person under which the undelivered balance of such products or services has a purchase price in excess of Ten Thousand Dollars ($10,000); (ii) Contracts (other than purchase orders entered into in the ordinary course of dealingbusiness) which provide for the sale of products or services by the Company and under which the undelivered balance of such products or services has a sale price in excess of Ten Thousand Dollars ($10,000); (iii) Contracts relating to the borrowing of money by the Company, waiverto the granting by the Company of a Lien on any of its assets, arrangementor any guaranty by the Company of any obligation or liability in any case involving a liability in excess of Ten Thousand Dollars ($10,000); (iv) Contracts pursuant to which the Company is a lessor or a lessee of any property, understanding personal or side letter real, or agreement applicable holds or operates any tangible personal property owned by another Person, except for any leases of personal property; (v) Contracts for the use, license or sublicense of any Proprietary Rights owned or licensed by the Company or otherwise used in the Business (other than any license of mass-marketed or otherwise generally available software); (vi) any power of attorney (whether revocable or irrevocable) given to any Person by the Company; (vii) Contracts by the Company not to compete in any business or in any geographical area or with respect to which the Company is the beneficiary of any non-compete provision; (viii) Contracts restricting the right of the Company to use or disclose any information in its possession or with respect to which the Company is the beneficiary of any confidentiality, nondisclosure or non-use provision; (ix) any partnership, joint venture or other similar arrangements; (x) any employment agreements, severance agreements, bonus agreements and non-competition agreements with employees of the Company; and (xi) any Contract with any officer, director, shareholder or any of their respective Affiliates. (b) ) With respect to such contract Company Material Contracts: (i) the Company has not materially breached or cancelled any Material Contract; ( ii) to the Company’s Knowledge, none of Sellerthe Company’s Material Contracts have been breached in any respect or canceled by the other party which has not been duly cured or reinstated; (iii) to the Company’s Knowledge, the Company is not in receipt of any written claim of default under any Material Contract; (iv) to the Company’s Knowledge, no event has occurred which with the passage of time or the giving of notice or both would result in a material breach or default under any Contract or create in any Person the right to accelerate, suspend, terminate, modify, cancel or exercise any other material right under any Company Material Contract; (v) no Person has given notice to the Company of repudiation of any provision of any Material Contract; and (vi) the Company has not received any notice of any, and to the Company’s Knowledge there is no, impending change of any business relationship with any Person with whom the Company has a material business relationship. To the Company’s Knowledge, each Material Contract is valid, binding and in full force and effect and enforceable in accordance with its terms.

Contracts and Commitments. (a) Schedule 2.16 attached hereto contains a true true, complete and complete correct list (and Seller has previously delivered to Buyer true and complete copies, other than those contracts referenced in (d) below) of all description of the following documents or contracts and agreements, whether written or summaries oral (collectively, the "Contracts"): (i) all loan agreements, indentures, mortgages and guaranties to which the Seller is a party or by which the Seller or any of material oral its property is bound; (ii) all pledges, conditional sale or title retention agreements, security agreements, equipment obligations, personal property leases and lease purchase agreements or understandings, relating to any of the BusinessAssets to which the Seller is a party or by which the Seller or any of its property is bound; (iii) all contracts, agreements, commitments, purchase orders or other understandings or arrangements to which the Acquired AssetsSeller is a party or by which the Seller or any of its property is bound which (A) involve payments or receipts by the Seller of more than $2,000 in the case of any single contract, agreement, commitment, understanding or arrangement under which full performance (including payment) has not been rendered by all parties thereto or (B) which may materially adversely affect the Other Equipment condition (financial or otherwise) or the Inventory properties, assets, business or prospects of the Seller; (iv) all collective bargaining agreements, employment and consulting agreements, executive compensation plans, bonus plans, deferred compensation agreements, pension plans, retirement plans, employee stock option or stock purchase plans and group life, health and accident insurance and other employee benefit plans, agreements, arrangements or commitments to whichwhich the Seller is a party or by which the Seller or any of its property is bound; (v) all agency, on distributor, sales representative and similar agreements to which the date of this Agreement, Seller is a party; (vi) all contracts, agreements or other understandings or arrangements between the Seller any stockholder or Affiliate of the Seller; (vii) all leases, whether operating, capital or otherwise, under which relate to the Seller is lessor or affect lessee; and (viii) any other material agreement or contract entered into by the Seller. (b) Except as set forth on Schedule 2.16 attached hereto: (i) each Contract is a valid and binding agreement of the Seller, enforceable against the Seller in accordance with its terms, and the Business, Seller does not have any knowledge that any Contract is not a valid and binding agreement of the Acquired Assets, other parties thereto; (ii) the Other Equipment, Seller has fulfilled all material obligations required pursuant to the Inventory or the Acquisition and all documents or agreements which may require any action or consent in connection with the Acquisition, as they may Contracts to have been amended performed by the Seller on its part prior to the date hereof. In addition , and the Seller has no reason to believe that it will not be able to fulfill, when due, all of its obligations under the Contracts which remain to be performed after the date hereof; (iii) the Seller is not in breach of or default under any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute such a default, result in a loss of rights or result in the creation of any lien, charge or encumbrance, thereunder or pursuant thereto; (iv) to the foregoingbest knowledge of the Seller, there is no existing breach or default by any other party to any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute a default by such other party, result in a loss of rights or result in the creation of any lien, charge or encumbrance thereunder or pursuant thereto; (v) the Seller is not restricted by any Contract from carrying on its business anywhere in the world; and (vi) the Seller has previously deliveredno written or oral Contracts to sell products or perform services which are expected to be performed at, or to result in, a loss. (c) Except as set forth on Schedule 2.3 or Schedule 2.16, the continuation, validity and effectiveness of each Contract will deliver within 30 days of not be affected by the Closing Datetransfer thereof to Buyer under this Agreement and all such Contracts are assignable to Buyer without a consent. (d) True, true correct and complete copies of all Contracts have previously been delivered by the referenced contracts and commitments, other than (i) the partnership or joint venture agreements relating Seller to the GE C&I China Affiliates otherwise required by (b) below, (ii) the Backlog Contracts referenced in subpart (d) below, which will be listed in a summary format including customer name, price, shop-order number, product description, non-standard terms, warranty provisions, delivery dates and delivery locations and (iii) where redactions in copies are required by applicable law or regulation as determined in good faith by mutual agreement of the parties: (a) any agreement, contract or commitment with any party containing any covenant limiting the ability of Seller or the Business to engage in business or to compete in any location or with any person; (b) any partnership or joint venture agreement with any party or any arrangements with any party with respect to the sharing of or in the profits or revenues of the Business or by Seller on behalf of the Business in such partnership or joint venture, including any licensing, technology transfer or royalty agreements; (c) any agreement, contract or commitment relating to the future disposition or acquisition of any investment in any party or of any interest in any business enterprise involving the Business or the Acquired Assets, the Other Equipment or the Inventory; (d) any contract or commitment for the sale or furnishing of materials, supplies, merchandise, equipment or services relating to the Backlog Contracts; (e) any written agreement, instrument or other arrangement, or any unwritten agreement, contract, commitment or other arrangement, between or among Seller and any of the Affiliates of parties related to Seller or between or among business units of Seller; (f) any contract which grants to any person a preferential or other right to purchase any of the Acquired Assets, the Other Equipment or the Inventory; (g) any contract, agreement or commitment with respect to the discharge or removal of Hazardous Materials by or from the Acquired Assets, the Other Equipment or the InventoryBuyer. (h) any confidentiality agreement with any person relating to a potential transaction for the sale of all or substantially all of the ownership interests or Acquired Assets or the Inventory, or with respect to a merger, reorganization or other business combination transaction involving Seller with such other person; (i) any other agreement or instrument material to the Business, the Acquired Assets, the Other Equipment or the Inventory or not made in the ordinary course of business. There is no course of dealing, waiver, arrangement, understanding or side letter or agreement applicable to any such contract of Seller.

Contracts and Commitments. Schedule 2.16 contains a true and complete list (and Seller has previously delivered to Buyer true and complete copies, other than those contracts referenced in (da) below) of all of the following documents or agreements, or summaries of material oral agreements or understandings, relating to the Business, the Acquired Assets, the Other Equipment or the Inventory to which, on the date For purposes of this Agreement, Seller is a party, or which relate to or affect Seller and the Business, the Acquired Assets, the Other Equipment, the Inventory or the Acquisition and all documents or agreements which may require any action or consent in connection with the Acquisition, as they may have been amended to the date hereof. In addition to the foregoing, Seller has previously delivered, or will deliver within 30 days each of the Closing Date, true and complete copies of the referenced contracts and commitments, other than following shall be deemed to constitute a “Company Material Contract”: (i) any Company Contract that is required by the partnership or joint venture agreements rules and regulations of the SEC to be filed as an exhibit to the Company SEC Reports; (ii) any Company Contract relating to the GE C&I China Affiliates otherwise required by employment of any employee, and any Contract pursuant to which the Company or any Company Subsidiary is or may become obligated to make any severance, termination, bonus or relocation payment or any other payment (bother than payments in respect of salary) belowin excess of $125,000, (ii) the Backlog Contracts referenced in subpart (d) below, which will be listed in a summary format including customer name, price, shop-order number, product description, non-standard terms, warranty provisions, delivery dates and delivery locations and to any current or former employee or director; (iii) where redactions in copies are required any Company Contract relating to the acquisition, transfer, development, sharing or license of any material Proprietary Asset (except for any Company Contract pursuant to which (A) any material Proprietary Asset is licensed to the Company or any of its Subsidiaries under any third party software license generally available for sale to the public, or (B) any material Proprietary Asset is licensed by applicable law or regulation as determined in good faith by mutual agreement any of the parties: (a) Company or any agreement, contract or commitment with of its Subsidiaries to any party containing any covenant limiting the ability of Seller or the Business to engage in business or to compete in any location or with any personPerson on a non-exclusive basis); (biv) any Company Contract which provides for indemnification of any officer, director or employee; (v) any Company Contract creating or relating to any partnership or joint venture agreement or any sharing of revenues, profits, losses, costs or liabilities; (vi) any Company Contract that involves the payment or expenditure of $750,000 that may not be terminated by the Company (or its Subsidiary, as the case may be) (without penalty) within 60 days after the delivery of a termination notice by the Company (or its Subsidiary, as the case may be); (vii) any Company Contract contemplating or involving (A) the payment or delivery of cash or other consideration in an amount or having a value in excess of $750,000 in the aggregate, or (B) the performance of services having a value in excess of $750,000 in the aggregate; or (viii) any Company Contract imposing any restriction on the right or ability of the Company or any Company Subsidiary to (A) compete with any party other Person, (B) acquire any material product or other material asset or any arrangements services from any other Person, sell any material product or other material asset to or perform any services for any other Person or transact business or deal in any other manner with any party other Person, or (C) develop or distribute any material technology; (ix) any Company Contract involving interest rate swaps, caps, floors or option agreements or any other interest rate risk management arrangement or foreign exchange contract; and (x) any other Company Contract, if a breach of such Company Contract could reasonably be expected to have a Company Material Adverse Effect. (b) Each Company Material Contract is valid and in full force and effect, and is enforceable in accordance with respect to the sharing of or in the profits or revenues of the Business or by Seller on behalf of the Business in such partnership or joint venture, including any licensing, technology transfer or royalty agreements;its terms. (c) Neither the Company nor any agreementCompany Subsidiary has violated or materially breached, contract or commitment relating to committed any default under, any Company Material Contract. To the future disposition Company’s knowledge, no other Person has materially violated or acquisition of breached, or committed any investment in default under, any party or of any interest in any business enterprise involving the Business or the Acquired Assets, the Other Equipment or the Inventory;Company Material Contract. (d) No event has occurred, and no circumstance or condition exists, that (with or without notice or lapse of time) could reasonably be expected to (i) result in a violation or breach of any contract provision of any Company Material Contract; (ii) give any Person the right to declare a default or commitment for the sale or furnishing of materials, supplies, merchandise, equipment or services relating exercise any remedy under any Company Material Contract; (iii) to the Backlog Contracts;Company’s knowledge, give any Person the right to receive or require a material rebate, chargeback, penalty or change in delivery schedule under any Company Material Contract; (iv) give any Person the right to accelerate the maturity or performance of any Company Material Contract; or (v) give any Person the right to cancel, terminate or modify any Company Material Contract. (e) Neither the Company nor any written agreement, instrument or other arrangement, or any unwritten agreement, contract, commitment or other arrangement, between or among Seller Company Subsidiary is party to a Government Contract and any none of the Affiliates of parties related to Seller or between or among business units of Seller;them has submitted a Government Bid. (f) any contract which grants to any person a preferential or other right to purchase any Schedule 4.14 of the Acquired AssetsCompany Disclosure Statement provides a list of all Company Material Contracts (including all amendments thereto) not otherwise included in the Company SEC Reports. The Company has provided or made available to Buyer a copy of each Company Material Contract (including all amendments thereto) listed in Schedule 4.14 (f) of the Company Disclosure Statement, the Other Equipment or the Inventory; (g) any contract, agreement or commitment with respect other than Company Material Contracts filed as Exhibits to the discharge or removal of Hazardous Materials by or from the Acquired Assets, the Other Equipment or the Inventory. (h) any confidentiality agreement with any person relating to a potential transaction for the sale Company SEC Reports and all copies of all or substantially all of the ownership interests or Acquired Assets or the Inventory, or with respect to a merger, reorganization or other business combination transaction involving Seller with such other person; (i) any other agreement or instrument material amendments to the BusinessCompany Material Contracts filed as exhibits to the Company SEC Reports, to the Acquired Assets, extent such amendments have not been filed with the Other Equipment or the Inventory or not made in the ordinary course of business. There is no course of dealing, waiver, arrangement, understanding or side letter or agreement applicable to any such contract of SellerSEC.

Contracts and Commitments. Schedule 2.16 (a) DISCLOSURE SCHEDULE 2.16, CONTRACT COMMITMENTS, which is attached hereto, contains a true and complete list of each contract and commitment of the Seller that is material to the operations, assets, and business or financial condition of the Company or that by its terms can reasonably be expected to require future payment by or to the Company of $10,000 or more, including but not limited to the following: (i) All employment contracts and Seller has previously delivered to Buyer true commitments between the Company and complete copiesits employees, other than those terminable by the Company at will and without payment or penalty; (ii) All collective bargaining agreements and union contracts referenced to which the Company is a party; (iii) All contracts or commitments, written or oral, with distributors, brokers, manufacturer's representatives, sales representatives, service or warranty representatives, customers, and other persons, firms, or corporations engaged in (d) below) of all the sale or distribution of the following documents Company's products or agreementsservices; (iv) All purchase orders issued by the Company in excess of $20,000, all sales orders received by the Seller in excess of $25,000 and all purchase or summaries of material oral agreements sales orders that call for delivery or understandings, relating to the Business, the Acquired Assets, the Other Equipment or the Inventory to which, performance on a date more than one year from the date of this Agreement; (v) All contracts and arrangements between the Company or any person or entity that controls, Seller is a partycontrolled by, or which relate to or affect Seller and the Businessis under common control with, the Acquired AssetsSeller or any family member of any such person (such entity or person, being hereinafter referred to as an "Affiliate"); (vi) All contracts and arrangements, written or oral, under which the Company is either a bailor or bailee including without limitation contracts for the bai▇▇▇▇▇ of Aircraft; (vii) All agreements pursuant to which the Company acquired its Trade Name or a substantial portion of its assets; and (viii) All other contracts and commitments of the Company (excluding leases for the purpose of this Section 2.16(a)) and instruments reflecting obligations for borrowed money or for other indebtedness or guarantees thereof. (b) At the Purchaser's request, the Other Equipment, the Inventory Seller shall deliver or the Acquisition and all documents or agreements which may require any action or consent in connection with the Acquisition, as they may have been amended cause to be delivered to the date hereof. In addition to the foregoing, Seller has previously delivered, or will deliver within 30 days of the Closing Date, true Purchaser full and complete copies of the referenced contracts documents identified above and commitments, all such other than (i) agreements and instruments as the partnership or joint venture agreements relating to the GE C&I China Affiliates otherwise required by (b) below, (ii) the Backlog Contracts referenced in subpart (d) below, which will be listed in a summary format including customer name, price, shop-order number, product description, non-standard terms, warranty provisions, delivery dates and delivery locations and (iii) where redactions in copies are required by applicable law or regulation as determined in good faith by mutual agreement of the parties: (a) any agreement, contract or commitment with any party containing any covenant limiting the ability of Seller or the Business to engage in business or to compete in any location or with any person; (b) any partnership or joint venture agreement with any party or any arrangements with any party with respect to the sharing of or in the profits or revenues of the Business or by Seller on behalf of the Business in such partnership or joint venture, including any licensing, technology transfer or royalty agreements;Purchaser may reasonably request. (c) The Seller is not a party to any agreement, contract or commitment relating to written agreement that would restrict it from carrying on any line of business anywhere in the future disposition or acquisition of any investment in any party or of any interest in any business enterprise involving the Business or the Acquired Assets, the Other Equipment or the Inventory;world. (d) any contract or commitment for the sale or furnishing of materials, supplies, merchandise, equipment or services relating to the Backlog Contracts; (e) any written agreement, instrument or other arrangement, or any unwritten agreement, contract, commitment or other arrangement, between or among Seller and any Each of the Affiliates of parties related to Seller or between or among business units of Seller; (f) any contract which grants to any person a preferential or other right to purchase any contracts listed on DISCLOSURE SCHEDULE 2.16 is valid and binding, and each of the Acquired Assets, contracts binding on the Other Equipment or the Inventory; Company (g) any contract, agreement or commitment with respect to the discharge or removal of Hazardous Materials by or from the Acquired Assets, the Other Equipment or the Inventory. (h) any confidentiality agreement with any person relating to a potential transaction for the sale of all or substantially all of the ownership interests or Acquired Assets or the Inventory, or with respect to a merger, reorganization or other business combination transaction involving Seller with such other person; (i) any other agreement or instrument material to the Business, the Acquired Assets, the Other Equipment or the Inventory whether or not made listed on DISCLOSURE SCHEDULE 2.16) has been entered into in the ordinary course of business. There To Seller's knowledge, neither the Company nor any other party hereto is no course in default under or in breach or violation of, and neither the Company nor any other party hereto has received notice of dealingany asserted claim of default by any other party under, waiveror a breach or violation of, arrangementany of the contracts, understanding agreements, and commitments described in this Section 2.16, including without limitation, any licensing or side letter usage agreements with respect to the technology that the Company now uses or agreement applicable currently intends and plans to any such contract of Selleruse.

Contracts and Commitments. (a) Sellers have made available to Purchaser true and complete copies of all Assumed Contracts. Schedule 2.16 contains 5.14 sets forth a true and complete list of all the Contracts (other than Intellectual Property Licenses and Real Property Leases) of the following types to which either Seller is a party and that are Related to the Business: (i) any Contract that either (A) requires a payment by any party in excess of, or a series of payments that in the aggregate exceed, $100,000 or provides for the delivery of goods or performance of services, or any combination thereof, having a value in excess of $100,000, (B) has a term of, or requires the performance of any obligations by any party over a period in excess of, 12 months or (C) is not cancelable by a Seller on notice of not longer than 90 days; (ii) any Shared Contract; (iii) any Contract with a licensor, developer, remarketer, distributor, and supplier of IT Assets or information technology services to a Seller Related to the Business pursuant to which a Seller paid, was billed or billed in the aggregate $100,000 or more during the most recent fiscal year; (iv) any material Contract pursuant to which either Seller has previously delivered to Buyer true and complete copiesmade or will make loans or advances in an amount in excess of $100,000, other than those contracts referenced in the Ordinary Course of Business; (dv) belowany Contract involving a partnership, joint venture or other cooperative undertaking; (vi) any Contract containing commitments of all of the following documents suretyship, guaranty or agreements, or summaries of material oral agreements or understandings, relating indemnification by a Seller Related to the Business except in the Ordinary Course of Business, ; (vii) any Contract for any material capital expenditures or material leasehold improvements; (viii) any power of attorney or agency agreement or arrangement with any Person pursuant to which such Person is granted the Acquired Assets, authority to act for or on behalf of either Seller in connection with the Other Equipment Business; (ix) any Software Contract; (x) any Post-Petition Contract; (xi) any other Contract not made in the Ordinary Course of Business that is to be performed in whole or the Inventory to which, on in part at or after the date of this Agreement, Seller is a party, or ; and (xii) any Contract not specified above the termination of which relate to or affect Seller and the Business, the Acquired Assets, the Other Equipment, the Inventory or the Acquisition and all documents or agreements which may require any action or consent in connection with the Acquisition, as they may have been amended to the date hereof. In addition to the foregoing, Seller has previously delivered, or will deliver within 30 days of the Closing Date, true and complete copies of the referenced contracts and commitments, other than (i) the partnership or joint venture agreements relating to the GE C&I China Affiliates otherwise required by (b) below, (ii) the Backlog Contracts referenced in subpart (d) below, which will be listed would result in a summary format including customer name, price, shop-order number, product description, non-standard terms, warranty provisions, delivery dates and delivery locations and (iii) where redactions in copies are required by applicable law or regulation as determined in good faith by mutual agreement of the parties: (a) any agreement, contract or commitment with any party containing any covenant limiting the ability of Seller or the Business to engage in business or to compete in any location or with any person;Material Adverse Effect. (b) any partnership No Seller is subject to a non-competition agreement or joint venture agreement with any party or any arrangements with any party similar Contract with respect to the sharing of or in the profits or revenues of the Business or by Seller on behalf of the Business in such partnership or joint venture, including any licensing, technology transfer or royalty agreements;Business. (c) No Seller has outstanding any agreement, contract or commitment relating material Contract Related to the future disposition Business to acquire any debt obligations of others, other than acquisitions of delinquent and defaulted receivables and Advances (including the reimbursement thereof) or acquisition in the Ordinary Course of any investment in any party or of any interest in any business enterprise involving the Business or the Acquired Assets, the Other Equipment or the Inventory;Business. (d) any contract or commitment for the sale or furnishing of materials, supplies, merchandise, equipment or services relating Except to the Backlog Contracts;extent that Advances may be deemed to be loans, no Seller has any material outstanding loan to any Person Related to the Business, it being understood that obligations to reimburse employees for relocation, business, travel, entertainment or similar expenses incurred in the Ordinary Course of Business shall not be deemed loans for such purposes. (e) any written agreementExcept as set forth on Schedule 5.14(e), instrument or other arrangement, or any unwritten agreement, contract, commitment or other arrangement, between or among Seller and any of the Affiliates of parties related to Seller or between or among business units of Seller; (f) any contract which grants to any person a preferential or other right to purchase any of the Acquired Assets, the Other Equipment or the Inventory; (g) any contract, agreement or commitment with respect all Contracts Related to the discharge or removal of Hazardous Materials by or from Business to which a Seller is a party and to which the Acquired Assets, the Other Equipment or the Inventory. (h) any confidentiality agreement with any person relating to a potential transaction for the sale of all or substantially all of the ownership interests or Acquired Purchased Assets or the InventoryAssumed Liabilities are subject are in full force and effect and, or with respect to a merger, reorganization or other business combination transaction involving Seller with such other person; (i) any other agreement or instrument material subject to the BusinessEnforceability Exceptions, are enforceable against each party thereto in accordance with the Acquired Assetsexpress terms thereof. To the Knowledge of Sellers, the Other Equipment there are no material disputes pending or the Inventory or not made threatened under any Contract included in the ordinary course of business. There is no course of dealing, waiver, arrangement, understanding Purchased Assets or side letter or agreement applicable to any such contract of SellerAssumed Liabilities.

Contracts and Commitments. (a) Schedule 2.16 5.18 hereto (with paragraph references corresponding to those set forth below) contains a true and complete list (and Seller has previously delivered to Buyer true and complete copies, other than those contracts referenced in (d) below) of all each of the following documents or agreements, or summaries of material oral agreements or understandings, relating to the Business, the Acquired Assets, the Other Equipment or the Inventory to which, on the date of this Agreement, Seller is a party, or which relate to or affect Seller and the Business, the Acquired Assets, the Other Equipment, the Inventory or the Acquisition and all documents or agreements which may require any action or consent in connection with the Acquisition, as they may have been amended to the date hereof. In addition to the foregoing, Seller has previously delivered, or will deliver within 30 days of the Closing Date, contracts (true and complete copies or, if none, reasonably complete and accurate written descriptions of which, together with all amendments and supplements thereto, have been delivered or made available to PMCT), to which STH or any of the referenced contracts and commitments, other than STH Subsidiaries is a party or by which any Hotel is bound: (i) all contracts providing for the partnership or joint venture agreements relating to management of the GE C&I China Affiliates otherwise required by (b) below, Hotels; (ii) all franchise agreements (the Backlog Contracts referenced in subpart (d) below, which will be listed in a summary format including customer name, price, shop-order number, product description, non-standard terms, warranty provisions, delivery dates and delivery locations and "Franchise Agreements"); (iii) where redactions in copies are required by applicable law all material contracts providing for a commitment of employment or regulation as determined in good faith by mutual agreement of the parties:consultation services for a specified or unspecified term; (aiv) any agreement, contract or commitment all contracts with any party person containing any provision or covenant prohibiting or materially limiting the ability of Seller STH or any of the Business STH Subsidiaries to engage in any business activity or to compete in any location or with any person; (v) all partnership, joint venture, stockholders' or other similar contracts with any person; (vi) all notes, debentures, bonds and other evidence of indebtedness which are secured or collateralized by mortgages, deeds of trust or other security interests in any Hotel or any personal property of STH or any of the STH Subsidiaries; (vii) all contracts relating to any business combination; (viii) all contracts between or among STH or any of the STH Subsidiaries, on the one hand, and any of their stockholders or affiliates, on the other hand; (ix) all collective bargaining or similar labor contracts; and (x) all other contracts that involve the annual payment or potential annual payment pursuant to the terms of such contract, by or to STH or any of the STH Subsidiaries of more than $25,000 or aggregate payments in excess of $300,000 that will not (A) be fully performed on or prior to the Effective Time, (B) expire by their terms within 90 days following the Effective Time, or (C) be cancelable by the Surviving Entity, without penalty, upon not more than 30 days notice, including, without limitation, all leases, contracts for purchase and sale of assets, advance booking contracts and banquet contracts. (b) Each contract required to be disclosed on Schedule 5.18 is in full force and effect and constitutes a legal, valid and binding agreement, enforceable in accordance with its terms and, except as disclosed on Schedule 5.18, neither STH, any partnership or joint venture agreement with any party or any arrangements with any party with respect of the STH Subsidiaries nor, to the sharing knowledge of STH, any other party to such contract is in violation, breach or default under any such contract (or with notice or lapse of time or both would be in violation, breach or default under any such contract), the effect of which, individually or in the profits or revenues of the Business or by Seller on behalf of the Business aggregate, could reasonably be expect to result in such partnership or joint venture, including any licensing, technology transfer or royalty agreements;an STH Material Adverse Effect. (c) any agreement, contract or commitment relating to the future disposition or acquisition of any investment in any party or of any interest in any business enterprise involving the Business or the Acquired Assets, the Other Equipment or the Inventory; (d) any contract or commitment for the sale or furnishing of materials, supplies, merchandise, equipment or services relating to the Backlog Contracts; (e) any written agreement, instrument or other arrangement, or any unwritten agreement, contract, commitment or other arrangement, between or among Seller and any of the Affiliates of parties related to Seller or between or among business units of Seller; (f) any contract which grants to any person a preferential or other right to purchase any of the Acquired Assets, the Other Equipment or the Inventory; (g) any contract, agreement or commitment with respect to the discharge or removal of Hazardous Materials by or from the Acquired Assets, the Other Equipment or the Inventory. (h) any confidentiality agreement with any person relating to a potential transaction for the sale of all or substantially The Franchise Agreements disclosed on Schedule 5.18 constitute all of the ownership interests franchise or Acquired Assets similar agreements necessary to operate and manage the Hotels and neither STH nor any STH Subsidiary has received any notice or the Inventory, has any knowledge of an event of default or with respect to a merger, reorganization termination or other business combination transaction involving Seller with such other person; (i) any other agreement or instrument material to the Business, the Acquired Assets, the Other Equipment or the Inventory or not made in the ordinary course of business. There is no course of dealing, waiver, arrangement, understanding or side letter or agreement applicable to proposed termination under any such contract of SellerFranchise Agreement.

Contracts and Commitments. (a) Except as filed as an exhibit to Visionics' SEC Reports, neither Visionics, the Visionics Subsidiaries, or the entities listed on Schedule 2.16 contains 3.1(b) is a true and complete list (and Seller has previously delivered party to Buyer true and complete copiesor bound by any oral or written contract, other than those contracts referenced obligation or commitment of any type in (d) below) of all any of the following documents categories: (i) agreements or arrangements that contain severance pay, understandings with respect to tax arrangements, understandings with respect to expatriate benefits, or post-employment liabilities or obligations; (ii) agreements or plans under which benefits will be increased or accelerated by the occurrence of any of the transactions contemplated by this Agreement, or under which the value of the benefits will be calculated on the basis of any of the transactions contemplated by this Agreement; (iii) agreements, contracts or summaries of material oral agreements or understandings, commitments currently in force relating to the Business, the Acquired Assets, the Other Equipment or the Inventory to which, on the date of this Agreement, Seller is a party, or which relate to or affect Seller and the Business, the Acquired Assets, the Other Equipment, the Inventory or the Acquisition and all documents or agreements which may require any action or consent in connection with the Acquisition, as they may have been amended to the date hereof. In addition to the foregoing, Seller has previously delivered, or will deliver within 30 days of the Closing Date, true and complete copies of the referenced contracts and commitments, other than (i) the partnership or joint venture agreements relating to the GE C&I China Affiliates otherwise required by (b) below, (ii) the Backlog Contracts referenced in subpart (d) below, which will be listed in a summary format including customer name, price, shop-order number, product description, non-standard terms, warranty provisions, delivery dates and delivery locations and (iii) where redactions in copies are required by applicable law or regulation as determined in good faith by mutual agreement of the parties: (a) any agreement, contract or commitment with any party containing any covenant limiting the ability of Seller or the Business to engage in business or to compete in any location or with any person; (b) any partnership or joint venture agreement with any party or any arrangements with any party with respect to the sharing of or in the profits or revenues of the Business or by Seller on behalf of the Business in such partnership or joint venture, including any licensing, technology transfer or royalty agreements; (c) any agreement, contract or commitment relating to the future disposition or acquisition of any investment in any party or of any interest in any business enterprise involving the Business or the Acquired Assets, the Other Equipment or the Inventory; (d) any contract or commitment for the sale or furnishing of materials, supplies, merchandise, equipment or services relating to the Backlog Contracts; (e) any written agreement, instrument or assets other arrangement, or any unwritten agreement, contract, commitment or other arrangement, between or among Seller and any of the Affiliates of parties related to Seller or between or among business units of Seller; (f) any contract which grants to any person a preferential or other right to purchase any of the Acquired Assets, the Other Equipment or the Inventory; (g) any contract, agreement or commitment with respect to the discharge or removal of Hazardous Materials by or from the Acquired Assets, the Other Equipment or the Inventory. (h) any confidentiality agreement with any person relating to a potential transaction for the sale of all or substantially all of the ownership interests or Acquired Assets or the Inventory, or with respect to a merger, reorganization or other business combination transaction involving Seller with such other person; (i) any other agreement or instrument material to the Business, the Acquired Assets, the Other Equipment or the Inventory or not made than in the ordinary course of business. There , or relating to an ownership interest in any corporation, partnership, joint venture or other business enterprise; (iv) agreements, contracts or commitments for the purchase of materials, supplies or equipment which provide for purchase prices substantially greater than those presently prevailing for such materials, supplies or equipment, or which are with sole or single source suppliers; (v) guarantees or other agreements, contracts or commitments under which Visionics or any of the Visionics Subsidiaries is no absolutely or contingently liable for (A) the performance of any other person, firm or corporation (other than Visionics or the Visionics Subsidiaries), or (B) the whole or any part of the indebtedness or liabilities of any other person, firm or corporation (other than Visionics or the Visionics Subsidiaries); (vi) powers of attorney authorizing the incurrence of a material obligation on the part of Visionics or the Visionics Subsidiaries; (vii) agreements, contracts or commitments which limit or restrict (A) where Visionics or any of the Visionics Subsidiaries may conduct business, (B) the type or lines of business (current or future) in which they may engage, or (C) any acquisition of assets or stock (tangible or intangible) by Visionics or any of the Visionics Subsidiaries; (viii) agreements, contracts or commitments containing any agreement with respect to a change of control of Visionics or any of the Visionics Subsidiaries; (ix) agreements, contracts or commitments for the borrowing or lending of money, or the availability of credit (except credit extended by Visionics or any of the Visionics Subsidiaries to customers in the ordinary course of dealingbusiness and consistent with past practice); (x) any hedging, waiveroption, arrangementderivative or other similar transaction and any foreign exchange position or contract for the exchange of currency. (b) Neither Visionics nor any of the Visionics Subsidiaries, understanding nor to Visionics' knowledge any other party to a Visionics Contract (as defined below), has breached, violated or side letter defaulted under, or agreement applicable received notice that it has breached, violated or defaulted under, (nor does there exist any condition under which, with the passage of time or the giving of notice or both, could reasonably be expected to cause such a breach, violation or default under), any material agreement, contract or commitment to which Visionics or any of the Visionics Subsidiaries is a party or by which any of them or any of their properties or assets may be bound (any such agreement, contract or commitment, a "VISIONICS CONTRACT"), other than any breaches, violations or defaults which individually or in the aggregate would not have a Visionics Material Adverse Effect. (c) Each Visionics Contract is a valid, binding and enforceable obligation of SellerVisionics and to Visionics' knowledge, of the other party or parties thereto, in accordance with its terms, and in full force and effect, except where the failure to be valid, binding, enforceable and in full force and effect would not have a Visionics Material Adverse Effect and to the extent enforcement may be limited by applicable bankruptcy, insolvency, moratorium or other laws affecting the enforcement of creditors' rights governing or by general principles of equity. (d) An accurate and complete copy of each Visionics Contract has been made available to Identix.

Contracts and Commitments. Schedule 2.16 contains a true and complete list (and Seller has previously delivered to Buyer true and complete copies, other than those contracts referenced Except as set forth in (d) below) of all the Company SEC Reports or on Section 3.10 of the following documents Company Disclosure Schedule, none of the Company or agreements, or summaries any of material oral agreements or understandings, relating to the Business, the Acquired Assets, the Other Equipment or the Inventory to which, on the date of this Agreement, Seller its Subsidiaries is a party, or which relate party to or affect Seller and the Business, the Acquired Assets, the Other Equipment, the Inventory or the Acquisition and all documents or agreements which may require bound by any action or consent in connection with the Acquisition, as they may have been amended to the date hereof. In addition to the foregoing, Seller has previously delivered, or will deliver within 30 days of the Closing Date, true and complete copies of the referenced contracts and commitments, other than (i) the partnership or joint venture agreements relating to the GE C&I China Affiliates otherwise required by (b) below, (ii) the Backlog Contracts referenced in subpart (d) below, which will be listed in a summary format including customer name, price, shop-order number, product description, non-standard terms, warranty provisions, delivery dates and delivery locations and (iii) where redactions in copies are required by applicable law or regulation as determined in good faith by mutual agreement of the parties: (a) any agreement, contract or commitment with any party containing any covenant limiting the ability of Seller or the Business to engage in business or to compete in any location or with any person; (b) any partnership or joint venture agreement with any party or any arrangements with any party with respect to the sharing of or in the profits or revenues of the Business or by Seller on behalf of the Business in such partnership or joint venture, including any licensing, technology transfer or royalty agreements; (c) any agreement, contract or commitment relating to the future disposition or acquisition of any investment in any party or of any interest in any business enterprise involving the Business or the Acquired Assets, the Other Equipment or the Inventory; (d) any contract or commitment for the sale or furnishing of materials, supplies, merchandise, equipment or services relating to the Backlog Contracts; (e) any written agreement, instrument or other arrangement, or any unwritten agreement, contract, commitment or other arrangementwritten instrument of the following type: (a) any loan agreement, between origination agreement, indenture, credit facility, securitization agreement, mortgage, security agreement, pledge agreement, deed of trust, bond, note, guaranty, surety, trust agreement and/or other agreement or among Seller and instrument relating to (i) the borrowing of money or obtaining extensions of credit by the Company or any of its Subsidiaries or (ii) the Affiliates loaning of parties related money or granting extensions of credit (other than student loans) by the Company or any of its Subsidiaries; (b) any agreement pursuant to Seller which the Company or between any of its Subsidiaries has purchased, generated or among business units sold student loans in excess of SellerFive Million Dollars ($5,000,000) in principal amount; (c) any agreement relating to the extension of insurance or the providing of any guarantee, pursuant to the Higher Education Act of 1965, as amended (the “Higher Education Act”), by any federal agency or other entity of the principal of and/or accrued interest on any student loan extended by the Company or any of its Subsidiaries; (d) any agreement by which the Company or any of its Subsidiaries services student loans for any third party or by which any third party services student loans for the Company or any of its Subsidiaries; (e) any open purchase order or contract for capital expenditures by the Company or any of its Subsidiaries in excess of One Million Dollars ($1,000,000); (f) any contract which grants to any person a preferential agreement for the lease of real property by the Company or other right to purchase any of the Acquired Assets, the Other Equipment or the Inventoryits Subsidiaries; (g) any contractcontract or agreement that subjects the Company or any of its Subsidiaries to restrictions on the competitive conduct of their businesses or prohibits or otherwise restricts the Company or any of its Subsidiaries from soliciting customers, agreement vendors or commitment with respect to the discharge or removal employees of Hazardous Materials by or from the Acquired Assets, the Other Equipment or the Inventory.third parties; (h) any confidentiality joint venture, partnership, royalty or similar agreement with involving the sharing of profits and/or expenses between the Company or any person relating to a potential transaction for the sale of all or substantially all of the ownership interests or Acquired Assets or the Inventory, or with respect to a merger, reorganization or other business combination transaction involving Seller with such other personits Subsidiaries and any third party; (i) any business acquisition or divestiture agreement (or any letter of intent, term sheet or draft agreement relating to any such pending transaction); (j) any contract relating in whole or in part to the licensing to or from the Company or any of its Subsidiaries of any material Intellectual Property Right (as defined in Section 3.19(c)); (k) any contract or agreement with any Governmental Authority; (l) any material sales, marketing or advertising agreement; (m) any employment contract; (n) any student loan guaranty or surety agency agreement; or (o) any other contract, agreement or instrument commitment (i) with respect to which the aggregate amount that could reasonably be expected to be paid by the Company or any of its Subsidiaries would exceed One Million Dollars ($1,000,000) in any twelve (12)-month period following the date of this Agreement, or (ii) that is otherwise material to the BusinessCompany or any of its Subsidiaries. The Company has made available to Parent copies of all written contracts and commitments listed in Section 3.10 of the Company Disclosure Schedule, summaries of all oral contracts and commitments listed in Section 3.10 of the Company Disclosure Schedule, and all modifications and supplements thereto (collectively, the Acquired Assets“Material Contracts”). Except as disclosed in Section 3.10 of the Company Disclosure Schedule (i) each of the Material Contracts is in full force and effect, (ii) the Company or applicable Subsidiary, as the case may be, and, to the knowledge of the Company, all other parties to the Material Contracts have, in all material respects, performed their obligations and are not in default under the Material Contracts, (iii) the Company or applicable Subsidiary, as the case may be, has not given or received any notice of default under any of the Material Contracts, (iv) no event has occurred or condition exists that, with the giving of notice, the Other Equipment passage of time, or both, would constitute a default by the Company or applicable Subsidiary, as the case may be, or, to the knowledge of the Company, any other party under any of the Material Contracts, (v) neither the Company or applicable Subsidiary, as the case may be, nor, to the knowledge of the Company, any other party has waived, or extended the time for the performance of, any material obligations under the Material Contracts and (vi) neither the execution of this Agreement nor the consummation of the Offer or the Inventory or not made in Merger shall (A) constitute a default under, (B) give rise to cancellation rights under, (C) require the ordinary course giving of business. There is no course of dealing, waiver, arrangement, understanding or side letter or agreement applicable notice to any such contract third party under, (D) require the consent of Sellerany counterparty under, or (E) otherwise adversely affect any of the rights of the Company or any Subsidiary under, any Material Contract.

Contracts and Commitments. (a) Contracts. Schedule 2.16 contains 5.9 sets forth a true complete and complete accurate list (and Seller has previously delivered to Buyer true and complete copies, other than those contracts referenced in (d) below) --------- of all Contracts of the following documents or agreements, or summaries of material oral agreements or understandings, relating to the Business, the Acquired Assets, the Other Equipment or the Inventory to which, on the date of this Agreement, Seller is a party, or which relate to or affect Seller and the Business, the Acquired Assets, the Other Equipment, the Inventory or the Acquisition and all documents or agreements which may require any action or consent in connection with the Acquisition, as they may have been amended to the date hereof. In addition to the foregoing, Seller has previously delivered, or will deliver within 30 days of the Closing Date, true and complete copies of the referenced contracts and commitments, other than (i) the partnership or joint venture agreements relating to the GE C&I China Affiliates otherwise required by (b) below, (ii) the Backlog Contracts referenced in subpart (d) below, which will be listed in a summary format including customer name, price, shop-order number, product description, non-standard terms, warranty provisions, delivery dates and delivery locations and (iii) where redactions in copies are required by applicable law or regulation as determined in good faith by mutual agreement of the partiescategories: (a1) any agreement, contract or commitment with any party containing any covenant limiting the ability of Seller or the Business to engage in business or to compete in any location or with any person; (b) any partnership or joint venture agreement with any party or any arrangements with any party with respect to the sharing of or in the profits or revenues of the Business or by Seller on behalf of the Business in such partnership or joint venture, including any licensing, technology transfer or royalty agreements; (c) any agreement, contract or commitment relating to the future disposition or acquisition of any investment in any party or of any interest in any business enterprise involving the Business or the Acquired Assets, the Other Equipment or the Inventory; (d) any contract or commitment for the sale or furnishing of materials, supplies, merchandise, equipment or services relating to the Backlog Contracts; (e) any written agreement, instrument or other arrangement, or any unwritten agreement, contract, commitment or other arrangement, between or among Seller and any of the Affiliates of parties related to Seller or between or among business units of Seller; (f) any contract which grants to any person a preferential or other right to purchase any of the Acquired Assets, the Other Equipment or the Inventory; (g) any contract, agreement or commitment with respect to the discharge or removal of Hazardous Materials by or from the Acquired Assets, the Other Equipment or the Inventory. (h) any confidentiality agreement with any person relating to a potential transaction for the sale of all or substantially all of the ownership interests or Acquired Assets or the Inventory, or with respect to a merger, reorganization or other business combination transaction involving Seller with such other person; (i) any other agreement or instrument material to the Business, the Acquired Assets, the Other Equipment or the Inventory or Contracts not made in the ordinary course of business. There is no ; (2) Employment contracts and severance agreements; (3) Labor or union contracts; (4) Distribution, franchise, license, sales, commission, consulting agency or advertising contracts which are not cancelable on thirty (30) calendar days notice; (5) Contracts involving expenditures or liabilities, actual or potential, in excess of $5,000 or otherwise material to the Company, taken as a whole, and not cancelable (without liability) within thirty (30) calendar days; (6) Contracts or commitments relating to commission arrangements with others; (7) Promissory notes, loans, agreements, indentures, evidences of indebtedness, letters of credit, guarantees, or other instruments relating to an obligation to pay money, whether the Company shall be the borrower, lender or guarantor thereunder or whereby any assets are pledged (excluding credit provided by the Company to purchasers in the ordinary course of dealingbusiness; (8) Contracts containing covenants limiting the freedom of the Company or any officer, waiverdirector, arrangementshareholder or affiliate, understanding to engage in any line of business or side letter compete with any person; (9) Any Contract with the United States, state or agreement applicable local government or any agency or department thereof; (10) Leases of real property; (11) Leases of personal property not cancelable (without liability) within thirty (30) calendar days; and (12) Governmental or regulatory Permits or approvals required to any such contract conduct the Business as presently conducted. The Company has delivered to Sub and Parent true, correct and complete copies of Sellerall of the written Contracts listed on Schedule 5.9, including all amendments and supplements thereto, and a written summary setting forth the material terms and conditions of each and every oral Contract listed on Schedule 5.9, including all amendments and supplements thereto.

Contracts and Commitments. (a) Except as expressly contemplated by this Agreement or as set forth in Schedule 2.16 contains a true and complete list (and Seller has previously delivered to Buyer true and complete copies7.10(a), other than those contracts referenced in (d) below) neither the Company nor any of all of the following documents or agreements, or summaries of material oral agreements or understandings, relating to the Business, the Acquired Assets, the Other Equipment or the Inventory to which, on the date of this Agreement, Seller its Subsidiaries is a party, or which relate party to or affect Seller and the Business, the Acquired Assets, the Other Equipment, the Inventory or the Acquisition and all documents or agreements which may require any action or consent in connection with the Acquisition, as they may have been amended to the date hereof. In addition to the foregoing, Seller has previously delivered, or will deliver within 30 days of the Closing Date, true and complete copies of the referenced contracts and commitments, other than bound by any: (i) Contract for the partnership employment of any officer, individual employee or joint venture agreements other Person or Contract relating to the GE C&I China Affiliates otherwise required by (b) belowloans to officers, directors or Affiliates; (ii) Contract under which the Backlog Contracts referenced Company or any of its Subsidiaries has advanced, loaned or extended credit to any other Person amounts that in subpart the aggregate exceed Ten Thousand Dollars and 00/100 (d) below, which will be listed in a summary format including customer name, price, shop-order number, product description, non-standard terms, warranty provisions, delivery dates and delivery locations and $10,000.00); (iii) where redactions in copies are required Contract that provides for, or relates to, the incurrence by applicable law the Company or regulation as determined in good faith by mutual agreement any of its Subsidiaries of debt for borrowed money, other Indebtedness or the mortgaging, pledging or otherwise placing a Lien on any material asset or material group of assets of the parties:Company or any of its Subsidiaries; (aiv) Contract that provides for a guarantee of any obligation of any Person or provides that the Company or any of its Subsidiaries must assume or become liable for any Indebtedness of any Person; (v) Contract under which the Company or any of its Subsidiaries is lessee of or holds or operates any property, real or personal, owned by any other Person; (vi) Contract under which the Company or any of its Subsidiaries is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by the Company or any of its Subsidiaries; (vii) assignment, license, indemnification or agreement with respect to any intangible property (including any Intellectual Property Rights); (viii) sales, distribution or franchise Contract; (ix) Contract that is not terminable by the Company or any of its Subsidiaries upon less than thirty (30) days notice without penalty and that involves consideration in excess of Twenty Five Thousand Dollars and 00/100 ($25,000.00) in any twelve (12) month period; (x) Contract that prohibits the Company or any of its Subsidiaries from freely engaging in any business or competing anywhere in the world; or (xi) any agreement, contract other Contract that is material to the Company’s or commitment with any party containing any covenant limiting the ability of Seller its Subsidiaries’ operations or the Business to engage in business or to compete in any location or with any person;prospects as currently contemplated. (b) any partnership or joint venture agreement with any party or any arrangements with any party with respect Each of the Contracts listed in Schedule 7.10(a) (collectively, the “Material Contracts”) constitutes a valid and binding obligation of the Company or, if applicable, one of its Subsidiaries and, to the sharing Knowledge of the Company, of each other party thereto and is in full force and effect and (except for those Material Contracts that by their terms will expire prior to the applicable Closing Date or are otherwise terminated prior to the applicable Closing Date in accordance with the provisions hereof) will continue in full force and effect after the Closings, in each case without breaching the terms thereof or resulting in the profits forfeiture or revenues impairment of any rights thereunder and without the consent, approval or act of, or the making of any filing with, any other party. The Company and, if applicable, its Subsidiaries, have fulfilled and performed their material obligations under each Material Contract, and neither the Company nor any of its Subsidiaries is in, or alleged to be in, default under or breach of, nor is there or is there alleged to be any basis for termination of, any Material Contract, and to the Knowledge of the Business or by Seller on behalf of the Business in such partnership or joint venture, including any licensing, technology transfer or royalty agreements; (c) any agreement, contract or commitment relating Company no other party to the future disposition or acquisition of any investment in any party or of any interest in any business enterprise involving the Business or the Acquired Assets, the Other Equipment or the Inventory; (d) any contract or commitment for the sale or furnishing of materials, supplies, merchandise, equipment or services relating to the Backlog Contracts; (e) any written agreement, instrument or other arrangement, or any unwritten agreement, contract, commitment or other arrangement, between or among Seller and any of the Affiliates Material Contracts has breached or defaulted thereunder, and no event has occurred and no condition or state of parties related facts exists that, with the passage of time or the giving of notice or both, would constitute such a default or breach by the Company, any of its Subsidiaries or, to Seller the Knowledge of the Company, by any such other party. Neither the Company nor any of its Subsidiaries has any present expectation or between or among business units intention of Seller; (f) not fully performing all its obligations under each Material Contract, and the Company does not have Knowledge of any contract which grants anticipated breach by any other party to any person a preferential or other right to purchase any of the Acquired Assets, the Other Equipment or the Inventory; (g) any contract, agreement or commitment with respect to the discharge or removal of Hazardous Materials by or from the Acquired Assets, the Other Equipment or the InventoryMaterial Contract. (h) any confidentiality agreement with any person relating to a potential transaction for the sale of all or substantially all of the ownership interests or Acquired Assets or the Inventory, or with respect to a merger, reorganization or other business combination transaction involving Seller with such other person; (i) any other agreement or instrument material to the Business, the Acquired Assets, the Other Equipment or the Inventory or not made in the ordinary course of business. There is no course of dealing, waiver, arrangement, understanding or side letter or agreement applicable to any such contract of Seller.

Contracts and Commitments. (a) Except as set forth on Schedule 2.16 contains 4.9, the Company is not a true and complete list party to any oral or written: (and Seller has previously delivered to Buyer true and complete copiesi) collective bargaining agreement or contract with any labor union, (ii) bonus, pension, profit sharing, retirement or other form of deferred compensation plan, other than those contracts referenced as described in Section 4.4 or on Schedule 4.14, (diii) belowstock purchase plan, option plan or similar plan, (iv) contract for the employment of all of the following documents any officer, employee or agreementsother person on a full-time, part-time, or summaries of material oral agreements consulting basis, (v) agreement or understandings, indenture relating to the Businessborrowing of money or to mortgaging, pledging or otherwise placing a lien on any of the Acquired AssetsCompany’s assets, (vi) guaranty of any obligation for borrowed money or other material guaranty, (vii) lease or agreement under which it is lessee of, or holds or operates any personal property owned by any other party, for which the Other Equipment annual rental exceeds $25,000, (viii) lease or agreement under which it is lessor of or permits any third party to hold or operate any property, real or personal, for which the Inventory annual rental exceeds $25,000, (ix) contract or group of related contracts with the same party for the purchase of products or services, under which the undelivered balance of such products and services has a selling price in excess of $50,000 or under which an amount in excess of $50,000 remains due to whichthe Company, on (x) contract or group of related contracts with the same party for the sale of products or services for each party to whom the Company has sold products or services with a sales price in excess of $200,000 during the last twelve calendar months preceding the date of this Agreement, Seller is a party, (xi) contract or which relate to or affect Seller and the Business, the Acquired Assets, the Other Equipment, the Inventory or the Acquisition and all documents or agreements which may require any action or consent in connection with the Acquisition, as they may have been amended to the date hereof. In addition to the foregoing, Seller has previously delivered, or will deliver within 30 days of the Closing Date, true and complete copies of the referenced contracts and commitments, other than (i) the partnership or joint venture agreements relating to the GE C&I China Affiliates otherwise required by (b) below, (ii) the Backlog Contracts referenced in subpart (d) below, which will be listed in a summary format including customer name, price, shop-order number, product description, non-standard terms, warranty provisions, delivery dates and delivery locations and (iii) where redactions in copies are required by applicable law or regulation as determined in good faith by mutual agreement of the parties: (a) any agreement, contract or commitment with any party containing any covenant limiting the ability of Seller or the Business to engage in business or to compete competition provision in any location or with any person; (b) any partnership or joint venture agreement with any party or any arrangements with any party with respect to contract prohibiting the sharing of or in the profits or revenues of the Business or by Seller on behalf of the Business in such partnership or joint venture, including any licensing, technology transfer or royalty agreements; (c) any agreement, contract or commitment relating to the future disposition or acquisition of any investment in any party or of any interest Company from freely engaging in any business enterprise involving or competing anywhere in the Business world or otherwise limiting in any material respect the Acquired Assetsuse, license, transfer, exploitation, commercialization or sale of the Other Equipment Company’s products, (xii) contract with any officer, director or the Inventory; shareholder (dother than for employment on customary terms), (xiii) any contract with independent agents, brokers, dealers or commitment for the sale distributors not terminable on 60 days or furnishing of materials, supplies, merchandise, equipment or services relating less notice without liability to the Backlog Contracts; Company, (exiv) any written agreementmaterial sales, instrument commissions, advertising or other arrangement, marketing contract not terminable on 60 days or any unwritten agreement, contract, commitment or other arrangement, between or among Seller and any of the Affiliates of parties related to Seller or between or among business units of Seller; (f) any contract which grants to any person a preferential or other right to purchase any of the Acquired Assets, the Other Equipment or the Inventory; (g) any contract, agreement or commitment with respect less notice without liability to the discharge Company or removal of Hazardous Materials by or from the Acquired Assets, the Other Equipment or the Inventory. (hxv) any confidentiality agreement with any person relating to a potential transaction for the sale of all or substantially all of the ownership interests or Acquired Assets or the Inventory, or with respect to a merger, reorganization or contract entered into other business combination transaction involving Seller with such other person; (i) any other agreement or instrument material to the Business, the Acquired Assets, the Other Equipment or the Inventory or not made than in the ordinary course of business. There business and that is material to the Company. (b) The Buyer has been supplied with a true and correct copy of all written contracts which are listed on Schedule 4.9, together with all amendments, waivers or other changes thereto. (c) Except as set forth on Schedule 4.9(c), (i) the Company is not in material default under, or in material breach of, and has not cancelled, any contract listed on Schedule 4.9 and, to the Company’s Knowledge, no course other party to any contract listed on Schedule 4.9 is in default under, or in breach of dealingor has cancelled any such contract; (ii) to the Company’s Knowledge, waiver, arrangement, understanding no event has occurred that with the passage of time or side letter the giving of notice or agreement applicable to both would result in a breach or default under any such contract of Selleror agreement; and (iii) each contract and agreement listed on Schedule 4.9 is legal, valid, binding and enforceable against the Company and, to the Company’s Knowledge, the other parties thereto.

Contracts and Commitments. Schedule 2.16 contains 3.9.1 Except as expressly contemplated by this Agreement or as set forth in Sections 3.9.1 of the Seller Disclosure Schedule, no Group Company is a true and complete list (and Seller has previously delivered party to Buyer true and complete copies, other than those contracts referenced in (d) below) of all or bound by any of the following documents Contracts, whether written or agreements, or summaries of material oral agreements or understandings, relating to the Business, the Acquired Assets, the Other Equipment or the Inventory to which, on the date of this Agreement, Seller is (each a party, or which relate to or affect Seller and the Business, the Acquired Assets, the Other Equipment, the Inventory or the Acquisition and all documents or agreements which may require any action or consent in connection with the Acquisition, as they may have been amended to the date hereof. In addition to the foregoing, Seller has previously delivered, or will deliver within 30 days of the Closing Date, true and complete copies of the referenced contracts and commitments, other than (i) the partnership or joint venture agreements relating to the GE C&I China Affiliates otherwise required by (b) below, (ii) the Backlog Contracts referenced in subpart (d) below, which will be listed in a summary format including customer name, price, shop-order number, product description, non-standard terms, warranty provisions, delivery dates and delivery locations and (iii) where redactions in copies are required by applicable law or regulation as determined in good faith by mutual agreement of the parties:“Material Contract”): (a) collective bargaining agreement or any agreement, contract or commitment other Contract with any party containing any covenant limiting the ability of Seller or the Business to engage in business or to compete in any location or with any personlabor union; (b) any partnership or joint venture agreement contracts with any party or any arrangements with any party with respect to the sharing of or in the profits or revenues of the Business or by Seller on behalf of the Business in such partnership or joint venture, including any licensing, technology transfer or royalty agreements;Governmental Authorities (c) any agreementContract, contract agreement or commitment indenture relating to the future disposition any Indebtedness or acquisition to mortgaging, pledging or otherwise placing a Lien on any portion of their properties or assets (A) pursuant to which, any Group Company has incurred or may incur Indebtedness for which any of any investment in Group Company will be liable following the Closing, or (B) relating to any party or Liens on assets of any interest in any business enterprise involving the Business or the Acquired Assets, the Other Equipment or the InventoryGroup Company; (d) guaranty of any contract Indebtedness or commitment for the sale or furnishing of materials, supplies, merchandise, equipment or services relating to the Backlog Contractsother material guaranty; (e) any written agreementContract, instrument lease or other arrangementagreement under which it is lessee of, or holds, uses or operates any unwritten agreement, contract, commitment real or personal property or assets owned by any other arrangement, between or among Seller and any of the Affiliates of parties related to Seller or between or among business units of Sellerparty; (f) Contracts or group of related Contracts with any contract which grants to any person a preferential material customer or other right to purchase any of the Acquired Assets, the Other Equipment or the Inventorysupplier; (g) any contract, agreement Contracts or commitment with respect agreements relating to the discharge acquisition or removal disposition (whether by merger, sale of Hazardous Materials by equity, sale of assets or from the Acquired Assets, the Other Equipment otherwise) of any Person or business or the Inventory. (h) any confidentiality agreement with any person relating to a potential transaction for the sale of all equity or substantially all of the ownership interests or Acquired Assets assets of any Person by any Group Company since the Look-back Date or the Inventory, future acquisition or with respect to a disposition (whether by merger, reorganization sale of equity, sale of assets or otherwise) of any Person or business or the equity or substantially all of the assets of any Person by any Group Company or, pursuant to which any Group Company have any continuing “earn out” or other business combination transaction involving Seller with such other personcontingent payment obligations or any surviving material indemnification obligations; (ih) joint venture, partnership, limited liability company or similar agreement with any third party (including any agreement providing for joint development or marketing); (A) Contract pursuant to which any Group Company licenses, or is otherwise permitted by a third party to practice, use or register, or receive any other rights under, any material Intellectual Property Rights (other than “shrink wrap licenses,” “click through” licenses and licenses to off-the-shelf Software on standard commercial terms), (B) Contract pursuant to which a third party licenses, or is permitted to use or register, or granted any other rights under, any Company-Owned IP Rights (other than non-exclusive licenses granted to customers in the Ordinary Course of Business), or (C) Contract affecting any Group Company’s ability to use, enforce, or disclose any material Intellectual Property Rights, such as covenant-not-to-sue, coexistence, consent-to-use, concurrent use, or settlement agreements; (j) distribution, sales representative, marketing or similar Contract or agreement that required any Group Company to make commission payments under such agreement; (k) Contract or instrument agreement pursuant to which any Group Company would be required to make capital expenditures; (l) Contract or agreement that (A) limits or purports to limit the ability of any Group Company to compete in any line of business or with any product or with any Person or in any geographic area or market or during any period of time or (B) contains covenants that restrict the business activity of any Group Company in any material to the Business, the Acquired Assets, the Other Equipment or the Inventory or not made respect (other than non-disclosure agreements entered into in the ordinary course of business. There is no course of dealing, waiver, arrangement, understanding or side letter consistent with past practice); (m) Contract or agreement that contains “most-favored-nation” obligations or restrictions, or rights of first refusal or offer or any similar requirement or right, in each case binding any Group Company in favor of any third party; (n) Contract or agreement where any Group Company is subject to a requirement of exclusive dealing or any similar exclusivity obligation; (o) any interest, currency or hedging derivatives or similar Contracts; (p) Contract or agreement that limits the incurrence of Indebtedness or the declaration or payment of any dividends or other distributions; (q) Contract or agreement that involves material payment to or by any Group Company; (r) Contract or agreement whose termination (other than those termination by passage of time) would reasonably be expected to have a Material Adverse Effect; (s) employment, severance or consulting Contract that is not terminable at will by any Group Company and which will require the payment of material amounts by any Group Company after the date hereof; or (t) Contract or agreement that relates to the settlement of any Proceeding (A) with any Governmental Authority since the Look-back Date, (B) that materially restricts or imposes obligations upon any Group Company or (C) requires material payment by any Group Company after the date hereof. 3.9.2 The Purchaser either has been supplied with, or has been given access to, a true and correct copy of all Material Contracts, together with all supplements, amendments, waivers or other changes thereto. 3.9.3 Neither any Group Company nor, to the Knowledge of the Seller and the Group Companies, any other party thereto is in material breach of, violation of or default under any Material Contract. No event has occurred that with notice or lapse of time or both would constitute a material breach of, violation of or default under, any Material Contract by any Group Company, or, to the Knowledge of the Seller and the Group Companies, any counterparty. All Material Contracts are valid and in full force and effect and constitute legal, valid and binding obligations of the applicable to any such contract Group Company and each counterparty, and are enforceable against the applicable Group Company and the counterparty thereto in accordance with their respective terms, except as enforceability may be limited by bankruptcy laws, other similar Laws affecting creditors’ rights and general principles of Sellerequity affecting the availability of specific performance and other equitable remedies.

Contracts and Commitments. (a) Schedule 2.16 contains 2.14 sets forth a true complete and accurate list of all ------------- contracts known to the Company, the Stockholders or the Optionholders after reasonable investigation which have been entered into by the Company or any Stockholder relating to the Practice and still in effect as of the date hereof (the "Contracts"), of the following categories: (i) Managed care contracts and other contracts with third-party payors; (ii) Employment or similar contracts and severance agreements; (iii) Contracts (other than Leases set forth on Schedule 2.13) ------------- relating to the Company or the Practice which are not cancelable without liability on thirty (30) calendar days (or less) notice; (iv) Options with respect to any property, real or personal, whether the Company is the grantor or grantee thereunder; (v) Contracts involving expenditures or liabilities, actual or potential, in excess of one thousand dollars ($1,000) or otherwise material to the Practice or the Company; (vi) Promissory notes, loans, agreements, indentures, evidences of indebtedness, letters of credit, guarantees, or other instruments relating to an obligation to pay money, individually in excess of or in the aggregate in excess of one thousand dollars ($1,000), whether the Company shall be the borrower, lender or guarantor thereunder or whereby any properties of the Company are pledged; (vii) Contracts containing covenants limiting the freedom of the Company or any officer, director, employee, or Stockholder of the Company, to engage in any line of business or compete with any person; and (viii) Any Contract with the United States, state or local government or any agency or department thereof. The Company has made available to PQC true, correct and complete list (copies within the Company's, a Stockholder's or an Optionholder's possession of, and Seller has previously delivered to Buyer true and complete copiesall records relating to, other than those contracts referenced in (d) below) of all of the following documents or agreementsContracts listed on Schedule 2.14, or summaries of material oral agreements or understandings, relating to the Business, the Acquired Assets, the Other Equipment or the Inventory to which, on the date of this Agreement, Seller is a party, or which relate to or affect Seller including all ------------- amendments and the Business, the Acquired Assets, the Other Equipment, the Inventory or the Acquisition and all documents or agreements which may require any action or consent in connection with the Acquisition, as they may have been amended to the date hereof. In addition to the foregoing, Seller has previously delivered, or will deliver within 30 days of the Closing Date, true and complete copies of the referenced contracts and commitments, other than (i) the partnership or joint venture agreements relating to the GE C&I China Affiliates otherwise required by (b) below, (ii) the Backlog Contracts referenced in subpart (d) below, which will be listed in a summary format including customer name, price, shop-order number, product description, non-standard terms, warranty provisions, delivery dates and delivery locations and (iii) where redactions in copies are required by applicable law or regulation as determined in good faith by mutual agreement of the parties: (a) any agreement, contract or commitment with any party containing any covenant limiting the ability of Seller or the Business to engage in business or to compete in any location or with any person;supplements thereto. (b) any partnership Absence of Breaches or joint venture agreement with any party Defaults. To the knowledge of the Company ------------------------------- or any arrangements with any party with respect to the sharing of Stockholder or in the profits or revenues Optionholder, all of the Business or by Seller on behalf Contracts are valid and in full force and effect. To the knowledge of the Business in such partnership or joint venture, including any licensing, technology transfer or royalty agreements; (c) any agreement, contract or commitment relating to the future disposition or acquisition of any investment in any party or of any interest in any business enterprise involving the Business or the Acquired Assets, the Other Equipment or the Inventory; (d) any contract or commitment for the sale or furnishing of materials, supplies, merchandise, equipment or services relating to the Backlog Contracts; (e) any written agreement, instrument or other arrangementCompany, or any unwritten agreement, contract, commitment Stockholder or other arrangement, between or among Seller and any of the Affiliates of parties related to Seller or between or among business units of Seller; (f) any contract which grants to any person a preferential or other right to purchase any of the Acquired AssetsOptionholder, the Other Equipment Company and the Stockholders have duly performed all of its or their obligations under the Inventory; (g) Contracts, and no violation of, or default or breach, under any contractContracts by the Company or any other party has occurred except for any violations, agreement defaults, or commitment with respect breaches that would not have a Material Adverse Effect and neither Company nor any other party, to the discharge best of Company's or removal of Hazardous Materials by or from the Acquired Assetsany Stockholder's knowledge after due inquiry, the Other Equipment or the Inventoryhas repudiated any provisions thereof. (h) any confidentiality agreement with any person relating to a potential transaction for the sale of all or substantially all of the ownership interests or Acquired Assets or the Inventory, or with respect to a merger, reorganization or other business combination transaction involving Seller with such other person; (i) any other agreement or instrument material to the Business, the Acquired Assets, the Other Equipment or the Inventory or not made in the ordinary course of business. There is no course of dealing, waiver, arrangement, understanding or side letter or agreement applicable to any such contract of Seller.

Contracts and Commitments. Schedule 2.16 contains a true and complete list (and Seller has previously delivered to Buyer true and complete copies, other than those contracts referenced a) Set forth in (d) belowSection 3.13(a) of all the Company Disclosure Letter is each contract, arrangement, commitment or understanding (whether written or oral) that the Company or any Subsidiary is a party to or bound by as of the following documents or agreements, or summaries of material oral agreements or understandings, relating to the Business, the Acquired Assets, the Other Equipment or the Inventory to which, on the date of this Agreement, Seller is a party, or which relate to or affect Seller and the Business, the Acquired Assets, the Other Equipment, the Inventory or the Acquisition and all documents or agreements which may require any action or consent in connection with the Acquisition, as they may have been amended to the date hereof. In addition to the foregoing, Seller has previously delivered, or will deliver within 30 days of the Closing Date, true and complete copies of the referenced contracts and commitments, other than Agreement (i) that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K promulgated under the partnership or joint venture agreements relating Securities Act) to the GE C&I China Affiliates otherwise required by (b) below, Company or any Subsidiary; (ii) that materially restricts the Backlog Contracts referenced conduct of any material line of business by the Company, or the ability of the Company to operate in subpart (d) below, which will be listed in a summary format including customer name, price, shop-order number, product description, non-standard terms, warranty provisions, delivery dates and delivery locations and any geographic area; (iii) where redactions in copies are required by applicable law with or regulation as determined in good faith by mutual agreement of the parties: to a labor union (aincluding any collective bargaining agreement); (iv) any agreementrelating to indebtedness, contract or commitment with any party containing any covenant limiting the ability of Seller borrowed money or the Business to engage in business or to compete in any location or with any person; (b) any partnership or joint venture agreement with any party deferred purchase price of property or any arrangements with any party with guarantee in respect to the sharing of or in the profits or revenues of the Business or by Seller on behalf of the Business in such partnership or joint venture, including any licensing, technology transfer or royalty agreements; (c) any agreement, contract or commitment relating to the future disposition or acquisition of any investment in any party or indebtedness of any interest in any business enterprise involving person (other than the Business or the Acquired Assets, the Other Equipment or the Inventory; (d) any contract or commitment endorsement of negotiable instruments for the sale or furnishing of materials, supplies, merchandise, equipment or services relating to the Backlog Contracts; (e) any written agreement, instrument or other arrangement, or any unwritten agreement, contract, commitment or other arrangement, between or among Seller and any of the Affiliates of parties related to Seller or between or among business units of Seller; (f) any contract which grants to any person a preferential or other right to purchase any of the Acquired Assets, the Other Equipment or the Inventory; (g) any contract, agreement or commitment with respect to the discharge or removal of Hazardous Materials by or from the Acquired Assets, the Other Equipment or the Inventory. (h) any confidentiality agreement with any person relating to a potential transaction for the sale of all or substantially all of the ownership interests or Acquired Assets or the Inventory, or with respect to a merger, reorganization or other business combination transaction involving Seller with such other person; (i) any other agreement or instrument material to the Business, the Acquired Assets, the Other Equipment or the Inventory or not made collection in the ordinary course of business); (v) between the Company or any of the Subsidiaries, on the one hand, and any of the Company’s stockholders (in their capacity as such), on the other hand; (vi) for the receipt or expenditure of more than $600,000 on an annual basis; (vii) relating to the lease, ownership or use of any material Intellectual Property Rights; (viii) relating to the lease, indefeasible right of use, or other similar right of the Company to utilize fiber in its business; (ix) interconnection agreements of the Company; (x) relating to the lease of any real property or the location of any of the Company’s equipment, in each case to the extent that such point of presence is necessary to deliver, transport or route telecommunications traffic of the Company representing in excess of $50,000 of the Company’s monthly recurring revenue; and (xi) relating to or involving a partnership, joint venture or similar arrangement. There is no course of dealing, waiverEach contract, arrangement, commitment or understanding of the type described in this Section 3.13(a), whether or side letter not set forth in the Company Disclosure Letter, is referred to as a “Material Contract.” (b) With such exceptions that have not had, or agreement would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (i) each Material Contract is valid and binding on the Company or the applicable Subsidiary, as applicable, and, to the Knowledge of the Company, on each of the counterparties thereto, and is in full force and effect; (ii) the Company and each Subsidiary has performed all obligations required to be performed by it to date under each Material Contract; and (iii) neither the Company nor any such contract Subsidiary has received written notice of, or to the Company’s Knowledge, knows of, the existence of Sellerany event or condition which constitutes, or, after notice or lapse of time or both, will constitute, a material default on the part of the Company or any of the Subsidiaries under any Material Contract. (c) The Company has made available to Parent true and complete copies of all agreements relating to rights of way, pole attachments, or other rights conveyed by municipalities or other Governmental Entities, or any other third parties, necessary for the continued use and operation of the Company’s telecommunications network.

Contracts and Commitments. (a) Except as filed as an exhibit to Identix' SEC Reports, neither Identix, the Identix Subsidiaries, or the entities listed on Schedule 2.16 contains 3.1(b) is a true and complete list (and Seller has previously delivered party to Buyer true and complete copiesor bound by any oral or written contract, other than those contracts referenced obligation or commitment of any type in (d) below) of all any of the following documents categories: (i) agreements or arrangements that contain severance pay, understandings with respect to tax arrangements, understandings with respect to expatriate benefits, or post-employment liabilities or obligations; (ii) agreements or plans under which benefits will be increased or accelerated by the occurrence of any of the transactions contemplated by this Agreement, or under which the value of the benefits will be calculated on the basis of any of the transactions contemplated by this Agreement; (iii) agreements, contracts or summaries of material oral agreements or understandings, commitments currently in force relating to the Business, the Acquired Assets, the Other Equipment or the Inventory to which, on the date of this Agreement, Seller is a party, or which relate to or affect Seller and the Business, the Acquired Assets, the Other Equipment, the Inventory or the Acquisition and all documents or agreements which may require any action or consent in connection with the Acquisition, as they may have been amended to the date hereof. In addition to the foregoing, Seller has previously delivered, or will deliver within 30 days of the Closing Date, true and complete copies of the referenced contracts and commitments, other than (i) the partnership or joint venture agreements relating to the GE C&I China Affiliates otherwise required by (b) below, (ii) the Backlog Contracts referenced in subpart (d) below, which will be listed in a summary format including customer name, price, shop-order number, product description, non-standard terms, warranty provisions, delivery dates and delivery locations and (iii) where redactions in copies are required by applicable law or regulation as determined in good faith by mutual agreement of the parties: (a) any agreement, contract or commitment with any party containing any covenant limiting the ability of Seller or the Business to engage in business or to compete in any location or with any person; (b) any partnership or joint venture agreement with any party or any arrangements with any party with respect to the sharing of or in the profits or revenues of the Business or by Seller on behalf of the Business in such partnership or joint venture, including any licensing, technology transfer or royalty agreements; (c) any agreement, contract or commitment relating to the future disposition or acquisition of any investment in any party or of any interest in any business enterprise involving the Business or the Acquired Assets, the Other Equipment or the Inventory; (d) any contract or commitment for the sale or furnishing of materials, supplies, merchandise, equipment or services relating to the Backlog Contracts; (e) any written agreement, instrument or assets other arrangement, or any unwritten agreement, contract, commitment or other arrangement, between or among Seller and any of the Affiliates of parties related to Seller or between or among business units of Seller; (f) any contract which grants to any person a preferential or other right to purchase any of the Acquired Assets, the Other Equipment or the Inventory; (g) any contract, agreement or commitment with respect to the discharge or removal of Hazardous Materials by or from the Acquired Assets, the Other Equipment or the Inventory. (h) any confidentiality agreement with any person relating to a potential transaction for the sale of all or substantially all of the ownership interests or Acquired Assets or the Inventory, or with respect to a merger, reorganization or other business combination transaction involving Seller with such other person; (i) any other agreement or instrument material to the Business, the Acquired Assets, the Other Equipment or the Inventory or not made than in the ordinary course of business. There , or relating to an ownership interest in any corporation, partnership, joint venture or other business enterprise; (iv) agreements, contracts or commitments for the purchase of materials, supplies or equipment which provide for purchase prices substantially greater than those presently prevailing for such materials, supplies or equipment, or which are with sole or single source suppliers; (v) guarantees or other agreements, contracts or commitments under which Identix or any of the Identix Subsidiaries is no absolutely or contingently liable for (A) the performance of any other person, firm or corporation (other than Identix or the Identix Subsidiaries), or (B) the whole or any part of the indebtedness or liabilities of any other person, firm or corporation (other than Identix or the Identix Subsidiaries); (vi) powers of attorney authorizing the incurrence of a material obligation on the part of Identix or the Identix Subsidiaries; (vii) agreements, contracts or commitments which limit or restrict (A) where Identix or any of the Identix Subsidiaries may conduct business, (B) the type or lines of business (current or future) in which they may engage, or (C) any acquisition of assets or stock (tangible or intangible) by Identix or any of the Identix Subsidiaries; (viii) agreements, contracts or commitments containing any agreement with respect to a change of control of Identix or any of the Identix Subsidiaries; (ix) agreements, contracts or commitments for the borrowing or lending of money, or the availability of credit (except credit extended by Identix or any of the Identix Subsidiaries to customers in the ordinary course of dealingbusiness and consistent with past practice); (x) any hedging, waiveroption, arrangementderivative or other similar transaction and any foreign exchange position or contract for the exchange of currency. (b) Neither Identix nor any of the Identix Subsidiaries, understanding nor to Identix' knowledge any other party to an Identix Contract (as defined below), has breached, violated or side letter defaulted under, or agreement applicable received notice that it has breached, violated or defaulted under, (nor does there exist any condition under which, with the passage of time or the giving of notice or both, could reasonably be expected to cause such a breach, violation or default under), any material agreement, contract or commitment to which Identix or any of the Identix Subsidiaries is a party or by which any of them or any of their properties or assets may be bound (any such agreement, contract or commitment, an "IDENTIX CONTRACT"), other than any breaches, violations or defaults which individually or in the aggregate would not have an Identix Material Adverse Effect. (c) Each Identix Contract is a valid, binding and enforceable obligation of SellerIdentix and to Identix' knowledge, of the other party or parties thereto, in accordance with its terms, and in full force and effect, except where the failure to be valid, binding, enforceable and in full force and effect would not have an Identix Material Adverse Effect and to the extent enforcement may be limited by applicable bankruptcy, insolvency, moratorium or other laws affecting the enforcement of creditors' rights governing or by general principles of equity. (d) An accurate and complete copy of each Identix Contract has been made available to Visionics.

Contracts and Commitments. Schedule 2.16 contains a true and complete list (and Seller has previously delivered to Buyer true and complete copies, other than those contracts referenced in (da) below) of all As of the following documents date hereof, except as set forth in Section 4.10 of the Company Disclosure Schedules, neither the Company nor any of its Subsidiaries is party to, nor bound by, any: (i) Contract for the employment of any officer, individual employee or agreementsother person on a full-time or consulting basis with annual payments in excess of $100,000; (ii) Contract relating to Indebtedness of the Company or any of its Subsidiaries or to mortgaging, pledging or otherwise placing a Lien on any material portion of the assets of the Company or any of its Subsidiaries; (iii) material guarantee of any obligation for Indebtedness or other material guarantee; (iv) Contract under which it is lessee of, or summaries holds or operates any personal property, owned by any other party, for which the annual rental exceeds $250,000; (v) Contract under which it is lessor of material oral agreements or understandingspermits any third party to hold or operate any personal property, for which the annual rental exceeds $250,000; (vi) Contract that involves the performance of services or delivery of goods or materials by the Company or any of its Subsidiaries resulting in annual revenue to the Company and its Subsidiaries in excess of $500,000; (vii) Contract that involves the performance of services for, or delivery of goods or materials to, the Company or any of its Subsidiaries resulting in annual expense to the Company and its Subsidiaries in excess of $500,000; (viii) Contract which prohibits the Company or any of its Subsidiaries from freely engaging in any business in any geographical area or contains any exclusivity provisions or restrictions binding on the Company and its Subsidiaries or that would be binding on the Buyer and its Affiliates after the Closing; (ix) joint venture, partnership or limited liability company agreement or other similar Contract; (x) Contract relating to interest rate, derivative or hedging transactions; (xi) Contract between the Business, the Acquired Assets, the Other Equipment Company or the Inventory to whichany Subsidiary thereof, on the date one hand, and any officer, director, employee, holder of this Agreement, Seller is a party, Shares or which relate to other equity interests or affect Seller and the Business, the Acquired Assets, the Other Equipment, the Inventory or the Acquisition and all documents or agreements which may require any action or consent in connection with the Acquisition, as they may have been amended to the date hereof. In addition to the foregoing, Seller has previously delivered, or will deliver within 30 days Affiliate of the Closing DateCompany or any of its Subsidiaries, true and complete copies of on the referenced contracts and commitments, other than hand (but excluding any Contracts required to be disclosed pursuant to clause (i) above or would be required to be disclosed if not for the partnership dollar threshold set forth therein); (xii) IP Licenses requiring annual payment to or joint venture agreements relating from the Company or any of its Subsidiaries in excess of $50,000 (other than a shrink wrap or similar license for generally available Software on reasonable terms for a license fee of no more than $25,000), or that otherwise are material to the GE C&I China Affiliates otherwise required by Company or any Subsidiary thereof (b) below, (ii) the Backlog Contracts referenced in subpart (d) below, which will be listed in a summary format including customer name, price, shop-order number, product description, non-standard terms, warranty provisions, delivery dates and delivery locations and (iii) where redactions in copies are required by applicable law or regulation as determined in good faith by mutual agreement of the parties:with respect to any material product); and (axiii) any agreementother Contract or arrangement that is material to the Company and its Subsidiaries, contract or commitment with any party containing any covenant limiting the ability of Seller or the Business to engage in business or to compete in any location or with any person;taken as a whole. (b) any partnership The Buyer either has been supplied with, or joint venture agreement has been given access to, a true and correct copy of all written Contracts (together with any party all material amendments, waivers or any arrangements with any party with respect other modifications thereto) required to the sharing of or be set forth in the profits or revenues Section 4.10 of the Business or by Seller on behalf of Company Disclosure Schedules (collectively, the Business in such partnership or joint venture, including any licensing, technology transfer or royalty agreements;“Material Contracts”). (c) any agreementEach Material Contract is in full force and effect and constitutes a legal, contract valid and binding obligation of the Company or commitment its Subsidiaries and, to the Knowledge of the Company, the other parties thereto, and is enforceable against the Company or such Subsidiary in accordance with its terms (except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other Laws from time to time in effect relating to creditors’ rights and remedies generally and general principles of equity). Neither the future disposition Company nor any of its Subsidiaries is in breach or acquisition default of any investment Material Contract in any party material respect, nor has the Company or any of its Subsidiaries received written (or to the Company’s Knowledge, oral) notice of any interest such material breach or default, and, to the Knowledge of the Company, no condition or event or fact exists which, with notice, lapse of time or both, would constitute a material breach or default thereof on the part of the Company or such Subsidiary or result in a termination thereof or permit other changes of any right or obligation or loss of benefit thereunder. To the Knowledge of the Company, no other party to any Material Contract is in breach or default in any business enterprise involving the Business material respect thereunder, nor does any condition exist that, with notice or the Acquired Assets, the Other Equipment or the Inventory; (d) any contract or commitment for the sale or furnishing lapse of materials, supplies, merchandise, equipment or services relating to the Backlog Contracts; (e) any written agreement, instrument or other arrangementtime, or any unwritten agreementboth, contract, commitment would constitute a material breach or default by such other arrangement, between or among Seller and party thereunder. Neither the Company nor any of the Affiliates its Subsidiaries has received any notice of parties related to Seller termination or between or among business units of Seller; (f) cancellation under any contract which grants to any person a preferential or other right to purchase any of the Acquired Assets, the Other Equipment or the Inventory; (g) any contract, agreement or commitment with respect to the discharge or removal of Hazardous Materials by or from the Acquired Assets, the Other Equipment or the InventoryMaterial Contract. (h) any confidentiality agreement with any person relating to a potential transaction for the sale of all or substantially all of the ownership interests or Acquired Assets or the Inventory, or with respect to a merger, reorganization or other business combination transaction involving Seller with such other person; (i) any other agreement or instrument material to the Business, the Acquired Assets, the Other Equipment or the Inventory or not made in the ordinary course of business. There is no course of dealing, waiver, arrangement, understanding or side letter or agreement applicable to any such contract of Seller.

Contracts and Commitments. (a) To the Company’s knowledge, Schedule 2.16 contains a true and complete list (and Seller has previously delivered to Buyer true and complete copies, other than those contracts referenced in (d5.9(a) below) of attached hereto lists all of the following documents or agreementsContracts of the Company which are currently in effect as of the date hereof (and, or summaries of material oral agreements or understandings, relating to the Businessas identified on Schedule 5.9(a), the Acquired Assets, the Other Equipment or the Inventory to which, on the date of this Agreement, Seller is a party, or which relate to or affect Seller and the Business, the Acquired Assets, the Other Equipment, the Inventory or the Acquisition and all documents or agreements which may require any action or consent in connection with the Acquisition, as they may have been amended to the date hereof. In addition to the foregoing, Seller has previously delivered, or will deliver within 30 days of the Closing Date, true and complete copies of the referenced contracts and commitments, other than (i) the partnership or joint venture agreements relating to the GE C&I China Affiliates otherwise required by (b) below, (ii) the Backlog Contracts referenced in subpart (d) below, which will be listed in a summary format including customer name, price, shop-order number, product description, non-standard terms, warranty provisions, delivery dates and delivery locations and (iii) where redactions in copies are required by applicable law or regulation as determined in good faith by mutual agreement of the parties: (a) any agreement, contract or commitment with any party containing any covenant limiting the ability of Seller or the Business to engage in business or to compete in any location or with any person; (b) any partnership or joint venture agreement with any party or any arrangements with any party with respect to the sharing of or in the profits or revenues of the Business or by Seller on behalf of the Business in such partnership or joint venture, including any licensing, technology transfer or royalty agreements; (c) any agreement, contract or commitment relating to the future disposition or acquisition of any investment in any party or of any interest in any business enterprise involving the Business or the Acquired Assets, the Other Equipment or the Inventory; (d) any contract or commitment for the sale or furnishing of materials, supplies, merchandise, equipment or services relating to the Backlog “Material Contracts; (e) any written agreement, instrument or other arrangement, or any unwritten agreement, contract, commitment or other arrangement, between or among Seller and any of the Affiliates of parties related to Seller or between or among business units of Seller; (f) any contract which grants to any person a preferential or other right to purchase any of the Acquired Assets, the Other Equipment or the Inventory; (g) any contract, agreement or commitment with respect to the discharge or removal of Hazardous Materials by or from the Acquired Assets, the Other Equipment or the Inventory. (h) any confidentiality agreement with any person relating to a potential transaction for the sale of all or substantially all of the ownership interests or Acquired Assets or the Inventory, or with respect to a merger, reorganization or other business combination transaction involving Seller with such other person;”): (i) any Contracts (other agreement or instrument material to the Business, the Acquired Assets, the Other Equipment or the Inventory or not made than purchase orders entered into in the ordinary course of business. There is no ) which involve commitments to make capital expenditures or which provide for the purchase of goods or services by the Company from any one Person under which the undelivered balance of such products or services has a purchase price in excess of Twenty-Five Thousand Dollars ($25,000); (ii) Contracts (other than purchase orders entered into in the ordinary course of dealingbusiness) which provide for the sale of products or services by the Company and under which the undelivered balance of such products or services has a sale price in excess of Twenty-Five Thousand Dollars ($25,000); (iii) Contracts relating to the borrowing of money by the Company, waiverto the granting by the Company of a Lien on any of its assets, arrangementor any guaranty by the Company of any obligation or Liability in any case involving a Liability in excess of Twenty-Five Thousand Dollars ($25,000); (iv) Contracts with dealers, understanding distributors, brokers or side letter sales representatives which are likely to involve payments in excess of Twenty-Five Thousand Dollars ($25,000); (v) Contracts relating to advertising or agreement applicable media commitments for its products or services which are likely to involve payments in excess of Twenty-Five Thousand Dollars ($25,000); (vi) Contracts pursuant to which the Company is a lessor or a lessee of any property, Personal Property or real property, or holds or operates any tangible Personal Property owned by another Person, except for any leases of personal property under which the aggregate annual rent or lease payments do not exceed Twenty-Five Thousand Dollars ($25,000); (vii) Contracts relating to the manufacture or packaging of any of the Company’s products which are likely to involve payments in excess of Twenty-Five Thousand Dollars ($25,000); (viii) Contracts for the use, license or sublicense of any Proprietary Rights owned or licensed by the Company or otherwise used in the Business (other than any license of mass-marketed or otherwise generally available software); (ix) any power of attorney (whether revocable or irrevocable) given to any such Person by the Company; (x) Contracts by the Company not to compete in any business or in any geographical area or with respect to which the Company is the beneficiary of any non-compete provision; (xi) Contracts restricting the right of the Company to use or disclose any information in their possession or with respect to which the Company is the beneficiary of any confidentiality, nondisclosure or non-use provision; (xii) any partnership, joint venture or other similar arrangements; (xiii) any employment agreements, severance agreements, bonus agreements and non-competition agreements with employees of the Company including, without limitation, all contracts involving Bonus Payments; (xiv) any Contract with any officer, director, shareholder or any of their respective Affiliates except for employment agreements with its officers (which shall be identified as an Affiliate contract on Schedule 5.9(a)); and (xv) any other Contract by the Company which is material to the operation of Sellerthe Business. (b) Except as disclosed on the attached Schedule 5.9(b): (i) the Company has not materially breached or cancelled any Contract; (ii) to the Company’s Knowledge, none of the Company’s Contracts have been breached in any respect or canceled by the other party which has not been duly cured or reinstated; (iii) to the Company’s Knowledge, the Company is not in receipt of any written claim of default under any Contract; (iv) to the Company’s Knowledge, no event has occurred which with the passage of time or the giving of notice or both would result in a material breach or default under any Contract or create in any Person the right to accelerate, suspend, terminate, modify, cancel or exercise any other material right under any Contract; (v) no Person has given written notice to the Company of repudiation of any provision of any Contract; and (vi) the Company has not received any written notice of any, and to the Company’s Knowledge there is no, impending change of any relationship with any customer or supplier of the Company or other Person with whom the Company has a material business relationship. To the Company’s Knowledge, each Contract is valid, binding and in full force and effect and enforceable in accordance with its terms. Except as disclosed on Schedule 5.9(b), all of the Material Contracts are either terminable at will or on not more than 90 days advance notice by the Company without penalty. (c) Except as disclosed on Schedule 5.9(a), the Company has made available to Parent true, correct and complete copies of all of the Material Contracts together with all amendments or waivers thereof. (d) Each of the Company’s Contracts have been entered into without the commission of any act by or on behalf of the Company, alone or in concert with any other Person, or any consideration having been paid or promised, that, in either case, is or would be in violation of any Law. (e) Except as disclosed on Schedule 5.9(e), the Company has obtained all consents from third parties required under the Material Contracts which are necessary to consummate the transactions contemplated hereby. The consummation of the transactions contemplated by this Agreement will not result in the termination or breach of any of the Material Contracts.

Contracts and Commitments. (a) To the Stockholders' Knowledge, Schedule 2.16 3.18 attached hereto contains a true true, complete and complete correct list (and Seller has previously delivered to Buyer true and complete copies, other than those contracts referenced in (d) below) of all of the following documents or contracts and agreements, whether written or summaries oral (collectively, the "Contracts"): (i) all loan agreements, indentures, mortgages and guaranties to which the Company or any of the Subsidiaries is a party or by which the Company or any of the Subsidiaries or any of their property is bound; (ii) all pledges, conditional sale or title retention agreements, security agreements, equipment obligations, personal property leases and lease purchase agreements to which the Company or any of the Subsidiaries is a party or by which the Company or any of the Subsidiaries or any of their property is bound; (iii) all contracts and agreements to which the Company or any of the Subsidiaries is a party or by which the Company or any of the Subsidiaries or any of their property is bound which (A) involve payments or receipts by the Company or any of the Subsidiaries of more than $50,000 in the case of any single contract, agreement, commitment, understanding or arrangement under which full performance (including payment) has not been rendered by all parties thereto or (B) which in the opinion of the Stockholders would have a Material Adverse Effect; (iv) all collective bargaining agreements, employment and consulting agreements, executive compensation plans, bonus plans, deferred compensation agreements, pension plans, retirement plans, employee stock option or stock purchase plans and group life, health and accident insurance and other employee benefit plans or agreements to which the Company or any of the Subsidiaries is a party or by which the Company or any of the Subsidiaries or any of their property is bound; (v) all agency, distributor, sales representative, franchise or similar agreements to which the Company or any of the Subsidiaries is a party or by which the Company or any of the Subsidiaries or any of their property is bound; (vi) all contracts or agreements between the Company and any of the Subsidiaries or the LLC (including, but not limited to, any Tax sharing arrangements) or between the Company and any of the Stockholders or their affiliates; (vii) all leases, whether operating, capital or otherwise, under which the Company or any of the Subsidiaries is lessor or lessee; (viii) all contracts and agreements relating to past disposal of waste (whether or not hazardous); (ix) all contracts or agreements imposing a non-competition or non-solicitation obligation on the Company or any of its Subsidiaries; and (x) any other material oral agreements or understandingscontracts entered into by the Company or any of the Subsidiaries. (b) Except as set forth on Schedule 3.18: (i) To the Stockholders' Knowledge, relating each Contract is a valid and binding agreement of the Company or the relevant Subsidiary, enforceable against the Company or the relevant Subsidiary in accordance with its terms; (ii) To Stockholders' Knowledge, the Company or the relevant Subsidiary has fulfilled all material obligations required pursuant to the Business, Contracts to have been performed by the Acquired Assets, the Other Equipment Company or the Inventory to whichrelevant Subsidiary, as the case may be, on the date of this Agreement, Seller is a party, or which relate to or affect Seller and the Business, the Acquired Assets, the Other Equipment, the Inventory or the Acquisition and all documents or agreements which may require any action or consent in connection with the Acquisition, as they may have been amended its part prior to the date hereof. In addition to ; (iii) The Company or the foregoingrelevant Subsidiary is not in breach of or default under any Contract, Seller and no event has previously deliveredoccurred which with the passage of time or giving of notice or both would constitute such a default, result in a loss of rights or result in the creation of any lien, charge or encumbrance, thereunder or pursuant thereto; (iv) To Stockholder's Knowledge, except as set forth on Schedule 3.18 the Company and the Subsidiaries are not restricted by any Contract from carrying on their business anywhere in the world; (v) Neither the Company nor any of the Subsidiaries has experienced any shortages of components or other supplies (collectively "Supplies") within the twelve (12) month period preceding the date hereof, and the Company and the Subsidiaries have on hand, or will deliver within 30 days have reason to believe they can timely obtain, a sufficient quantity of Supplies to satisfy all outstanding orders heretofore received and all orders anticipated to be received from the date hereof through the Closing Date; and (vi) Neither the Company nor any of the Subsidiaries has experienced any shortages of raw materials ("Raw Materials") within the twelve (12) month period preceding the date hereof, true and the Company and the Subsidiaries have on hand, or have reason to believe they can timely obtain, a sufficient quantity of Raw Materials to satisfy all outstanding orders heretofore received and all orders anticipated to be received through the Closing Date. (c) True, correct and complete copies of all Contracts have previously been delivered by the referenced contracts and commitments, other than (i) Company or the partnership or joint venture agreements relating Stockholders to the GE C&I China Affiliates otherwise required by (b) below, (ii) the Backlog Contracts referenced in subpart (d) below, which will be listed in a summary format including customer name, price, shop-order number, product description, non-standard terms, warranty provisions, delivery dates and delivery locations and (iii) where redactions in copies are required by applicable law or regulation as determined in good faith by mutual agreement of the parties: (a) any agreement, contract or commitment with any party containing any covenant limiting the ability of Seller or the Business to engage in business or to compete in any location or with any person; (b) any partnership or joint venture agreement with any party or any arrangements with any party with respect to the sharing of or in the profits or revenues of the Business or by Seller on behalf of the Business in such partnership or joint venture, including any licensing, technology transfer or royalty agreements; (c) any agreement, contract or commitment relating to the future disposition or acquisition of any investment in any party or of any interest in any business enterprise involving the Business or the Acquired Assets, the Other Equipment or the Inventory; (d) any contract or commitment for the sale or furnishing of materials, supplies, merchandise, equipment or services relating to the Backlog Contracts; (e) any written agreement, instrument or other arrangement, or any unwritten agreement, contract, commitment or other arrangement, between or among Seller and any of the Affiliates of parties related to Seller or between or among business units of Seller; (f) any contract which grants to any person a preferential or other right to purchase any of the Acquired Assets, the Other Equipment or the Inventory; (g) any contract, agreement or commitment with respect to the discharge or removal of Hazardous Materials by or from the Acquired Assets, the Other Equipment or the InventoryBuyer. (h) any confidentiality agreement with any person relating to a potential transaction for the sale of all or substantially all of the ownership interests or Acquired Assets or the Inventory, or with respect to a merger, reorganization or other business combination transaction involving Seller with such other person; (i) any other agreement or instrument material to the Business, the Acquired Assets, the Other Equipment or the Inventory or not made in the ordinary course of business. There is no course of dealing, waiver, arrangement, understanding or side letter or agreement applicable to any such contract of Seller.

Contracts and Commitments. (a) Schedule 2.16 3.22(a) contains a true and complete list (and Seller has previously delivered to Buyer true and complete copiesof all written Contracts, other than those contracts referenced in (d) below) of all of the following documents or leases, employment agreements and insurance-related agreements, or summaries including term sheets and letters of material oral agreements or understandingsintent regarding the same, relating (i) to which the Business, the Acquired Assets, the Other Equipment or the Inventory to which, on the date of this Agreement, Seller Company is a party, or which relate to or affect Seller and the Business, the Acquired Assets, the Other Equipment, the Inventory or the Acquisition and all documents or agreements which may require any action or consent in connection with the Acquisition, as they may have been amended to the date hereof. In addition to the foregoing, Seller has previously delivered, or will deliver within 30 days of the Closing Date, true and complete copies of the referenced contracts and commitments, other than (i) the partnership or joint venture agreements relating to the GE C&I China Affiliates otherwise required by (b) below, (ii) the Backlog Contracts referenced in subpart which, whether by reason of their nature, term, scope, amounts or otherwise, (d1) below, which will be listed in a summary format including customer name, price, shop-order number, product description, non-standard terms, warranty provisions, delivery dates and delivery locations and (iii) where redactions in copies are required by applicable law or regulation as determined in good faith by mutual agreement of the parties: (a) any agreement, contract or commitment with any party containing any covenant limiting the ability of Seller or the Business to engage in business or to compete in any location or with any person; (b) any partnership or joint venture agreement with any party or any arrangements with any party with respect material importance to the sharing of or in the Company's business, profits or revenues assets, (2) which involve annual payments of the Business or by Seller on behalf of the Business in such partnership or joint venturemore than CHF 100,000, including any licensing, technology transfer or royalty agreements; (c) any agreement, contract or commitment relating to the future disposition or acquisition of any investment in any party or of any interest in any business enterprise involving the Business or the Acquired Assets, the Other Equipment or the Inventory; (d) any contract or commitment for the sale or furnishing of materials, supplies, merchandise, equipment or services relating to the Backlog Contracts; (e) any written agreement, instrument or other arrangement, or any unwritten agreement, contract, commitment or other arrangement, between or among Seller and any of the Affiliates of parties related to Seller or between or among business units of Seller; (f) any contract which grants to any person a preferential or other right to except purchase any of the Acquired Assets, the Other Equipment or the Inventory; (g) any contract, agreement or commitment with respect to the discharge or removal of Hazardous Materials by or from the Acquired Assets, the Other Equipment or the Inventory. (h) any confidentiality agreement with any person relating to a potential transaction for the sale of all or substantially all of the ownership interests or Acquired Assets or the Inventory, or with respect to a merger, reorganization or other business combination transaction involving Seller with such other person; (i) any other agreement or instrument material to the Business, the Acquired Assets, the Other Equipment or the Inventory or not made orders in the ordinary course of business, (3) are not in the ordinary course of business, (4) restrict the business of the Company in any way (whether by exclusivity, non-competition, non-solicitation, most favored terms or otherwise), (5) establish a joint venture, partnership or other similar type of arrangement, (6) grant resale, distribution, marketing rights to a Third Party with respect to any Intellectual Property owned or purported to be owned by the Company or any Products, (7) grant a Third Party a right of first refusal, option, power of attorney or other right with respect to any of the Company's assets, or (8) contain change of control clauses or would be breached or terminated as a result of the Transactions (collectively, the "Material Contracts"). (b) All of the Material Contracts are valid, binding and currently in full force and effect. The Company is not in material default under, or breach of, any of the Material Contracts, and, to the Best Knowledge of the Seller, no Third Party that is subject to a Material Contract with the Company is in breach of that contract and to, the Best Knowledge of the Seller, no event has occurred which would constitute a material default by the Company, or give rise to a right of termination or cancellation by another party under any of the Material Contracts or would trigger a Material Contract to be materially adversely modified (except for the Signing or Closing with respect to the Material Contracts containing a change of control clause). (c) The execution, delivery, completion and performance of this Agreement, any agreements provided for the performance of this Agreement and any agreements provided for in this Agreement, as well as all other documents to be entered into in connection with this Agreement, do not and will not relieve any other party to a Material Contract or enable that party to rescind or terminate its rights or obligations under that Material Contract, other than the agreements identified in Schedule 3.2(i), which contain change of control provisions. No other Contract to which the Company is a party contains a change of control provision. (d) No counter-party under any Material Contract has any present claim for indemnification against the Company, including claims with regard to compensation in the event of termination of its agreement, arrangement or commitment with any of the Company. (e) All Contracts to which any Company is or was during the last 5 years a party comply in all material respect with all applicable anti-trust and competition Laws. (f) There is no course agreement (non-competition, exclusivity, non-solicitation or otherwise), commitment, Judgment to which the Company is a party or otherwise binding upon the Company which, by its terms, has the effect of dealingprohibiting or materially impairing any business practice of the Company, waiverany acquisition of property (tangible or intangible) by the Company, arrangementthe conduct of business by the Company to engage in any line of business or to compete with any Person. (g) The Company has not entered into any Contract under which the Company is restricted from selling, understanding licensing, or side letter otherwise distributing any of the Intellectual Property or agreement applicable any Products of the Company or from providing services to customers or potential customers or any such contract class of Sellercustomers, in any geographic area, during any period of time, or in any segment of the market in any material way.

Contracts and Commitments. (a) Except as set forth in Section 4.6(a) of the Sellers’ Disclosure Schedule 2.16 and excluding the Completed Contracts, none of the Companies is a party to or is bound by: (i) any agreement, contract or commitment requiring the expenditure or series of related expenditures of funds in excess of C$500,000 or involving or which may involve the receipt by the Companies or any of them of more than C$500,000 over the term thereof; (ii) any agreement, contract or commitment requiring the payment for goods or services whether or not such goods or services are actually provided, the provision of goods or services at a price less than prevailing market prices in effect at the time of execution or that was not entered into on an arm’s-length basis; (iii) any agreement, contract or commitment involving any loan or advance to, or investment in, any Person or any agreement, contract, commitment or understanding relating to the making of any such loan, advance or investment; (iv) any agreement, contract or commitment with either Seller or any of its Affiliates; (v) any agreement, contract or commitment relating to bonding arrangements of any Company; (vi) any labor union, management service, employment, deferred compensation, retirement compensation, severance, bonus, consulting or other similar type contract or agreement; (vii) any agreement, contract or commitment that would limit the freedom of the NACGI Companies, Newco or Acquisition Corp. following the Closing Date to engage in any line of business, to own, operate, sell, transfer, pledge or otherwise dispose of or encumber any of their real or personal property or to compete with any Person or to engage in any business or activity in any geographic area; (viii) any agreement, lease, contract or commitment or series of related agreements, leases, contracts or commitments not entered into in the ordinary course of business or, except for agreements to purchase or sell goods and services entered into in the ordinary course of business, not cancelable by the Companies, without penalty to the Companies, within 60 calendar days; (ix) any agreement or contract obligating any of the Companies or that would obligate or require any subsequent owner of any of the Companies to provide for indemnification or contribution with respect to any matter; (x) any sales, distributorship, agency or similar agreement relating to the products sold or services provided by any of the Companies; (xi) any license, royalty or similar agreement; (xii) any joint venture, partnership, shareholder buy sell, stock restriction, voting or similar agreement, contract or commitment; (xiii) any agreement, contract or commitment under which any Company is lessor of or permits any third party to hold or operate any owned or leased property of any of the Companies; (xiv) any agreement, contract or commitment containing any terms restricting any Company from purchasing, leasing, using or receiving goods, services or products (including Equipment) from any Person or prohibiting or limiting the rights of any Company to make, use, sell, lease or provide goods, services or products (including Equipment) to any Person, except for agreements, contracts or commitments that are not Material; (xv) any agreement, contract or commitment for the purchase of materials or supplies or the sale or rental of products, equipment or services which is Material and includes “take or pay”, “meet or release”, “most favored nations” or similar pricing or delivery arrangements, or that contains a true and complete list any provisions requiring any price redetermination, price readjustment or potential refund of amounts paid to any of the Companies; (and Seller has previously delivered xvi) any agreement, contract or commitment evidencing any warranty obligation of any Company with respect to Buyer true and complete copiesgoods, services, equipment or products manufactured, sold, leased, rented or transported by it other than those contracts referenced in warranty obligations that are not Material; (dxvii) belowany agreement, contract or commitment imposing on any Company secrecy or non-disclosure obligation; (xviii) any agreement, contract or commitment providing for a merger, amalgamation, reorganization, share exchange or purchase or sale of any business, or all or substantially all of the following documents assets of any Person or agreements, or summaries of material oral agreements or understandings, relating to the Business, the Acquired Assets, the Other Equipment or the Inventory to which, on the date of this Agreement, Seller is a party, or which relate to or affect Seller and the Business, the Acquired Assets, the Other Equipment, the Inventory or the Acquisition and all documents or agreements which may require any action or consent in connection with the Acquisition, as they may have been amended to the date hereof. In addition to the foregoing, Seller has previously delivered, or will deliver within 30 days of the Closing Date, true and complete copies of the referenced contracts and commitments, other than (i) the partnership or joint venture agreements relating to the GE C&I China Affiliates otherwise required by (b) below, (ii) the Backlog Contracts referenced in subpart (d) below, which will be listed in a summary format including customer name, price, shop-order number, product description, non-standard terms, warranty provisions, delivery dates and delivery locations and (iii) where redactions in copies are required by applicable law or regulation as determined in good faith by mutual agreement of the parties:capital stock; (axix) any agreement, contract or commitment with any party containing any covenant limiting the ability of Seller Governmental Entity which is Material and is subject to price redetermination or the Business to engage in business or to compete in any location or with any person;renegotiation; or (b) any partnership or joint venture agreement with any party or any arrangements with any party with respect to the sharing of or in the profits or revenues of the Business or by Seller on behalf of the Business in such partnership or joint venture, including any licensing, technology transfer or royalty agreements; (cxx) any agreement, contract or commitment relating to any employee involving an amount that is Material with respect to any increase in compensation, rate of compensation, commission, severance payment, bonus or similar compensating payment, including, without limitation, any compensation, bonus or other payment, the payment or amount of which is contingent upon the occurrence of the Transactions, the change of control of any Company or the transfer of all or a significant part of the assets of any Company. (b) None of the Companies is in breach of, or in default (and to the future disposition Knowledge of the Sellers there is no event or acquisition circumstance that with notice, or lapse of any investment in any party time or both, would constitute an event of any interest in any business enterprise involving the Business or the Acquired Assetsdefault) under, the Other Equipment or the Inventory; (di) any contract or commitment for the sale or furnishing provision of materials, supplies, merchandise, equipment or services relating to the Backlog Contracts; (e) any written agreement, instrument or other arrangement, or any unwritten agreement, contract, commitment or other arrangement, between or among Seller and any of the Affiliates agreements, contracts or commitments listed in Section 4.6(a) of parties related to Seller the Sellers’ Disclosure Schedule, or between or among business units of Seller; (fii) any contract other contract, agreement or commitment to which grants to any person a preferential or other right to purchase any of them is a party except for breaches or defaults that are not, singly or in the Acquired Assetsaggregate, Material. All of the Other Equipment or contracts, agreements and commitments listed in Section 4.6(a) of the Inventory; (gSellers’ Disclosure Schedule are in full force and effect. Except as set forth in Section 4.6(b) of the Sellers’ Disclosure Schedule, there are no pending or, to the Knowledge of the Sellers, threatened disputes with respect to any contract, agreement or commitment with respect to which any Company is a party except for disputes that are not, singly or in the discharge or removal of Hazardous Materials by or from the Acquired Assetsaggregate, the Other Equipment or the InventoryMaterial. (hc) any confidentiality agreement with any person relating to a potential transaction for the sale of all or substantially all The enforceability and terms and provisions of the ownership interests or Acquired Assets contracts, agreements and commitments to which any Company is a party will not be adversely affected by the execution and delivery of this Agreement or the Inventoryconsummation of the Transactions, except for adverse effects that are not, singly or with respect to a merger, reorganization or other business combination transaction involving Seller with such other person; (i) any other agreement or instrument material to the Business, the Acquired Assets, the Other Equipment or the Inventory or not made in the ordinary course of business. There is no course of dealingaggregate, waiver, arrangement, understanding or side letter or agreement applicable to any such contract of SellerMaterial.

Contracts and Commitments. Section 4.13 of the Disclosure Schedule 2.16 contains sets forth a true and complete list (and Seller has previously delivered to Buyer true and complete copies, other than those contracts referenced in (d) below) of all of the following documents or agreements, contracts and commitments to which the Company or summaries its Subsidiaries is a party as of material oral agreements or understandings, relating to the Business, the Acquired Assets, the Other Equipment or the Inventory to which, on the date hereof or by which the Company, its Subsidiaries or their respective assets are bound as of this Agreement, Seller is a party, or which relate to or affect Seller and the Business, the Acquired Assets, the Other Equipment, the Inventory or the Acquisition and all documents or agreements which may require any action or consent in connection with the Acquisition, as they may have been amended to the date hereof. In addition to hereof (except for purchase orders for inventory by the foregoingCompany or its Subsidiaries in the ordinary course of business) (each, Seller has previously delivered, or will deliver within 30 days of the Closing Date, true and complete copies of the referenced contracts and commitments, other than (i) the partnership or joint venture agreements relating to the GE C&I China Affiliates otherwise required by (b) below, (ii) the Backlog Contracts referenced in subpart (d) below, which will be listed in a summary format including customer name, price, shop-order number, product description, non-standard terms, warranty provisions, delivery dates and delivery locations and (iii) where redactions in copies are required by applicable law or regulation as determined in good faith by mutual agreement of the parties:“Material Contract”): (a) employment agreements or severance agreements or employee termination arrangements, in any agreementsuch case, contract with respect to the senior executive officers of the Company or commitment its Subsidiaries and employees of the Company or any Subsidiary, that are not terminable at will by the Company or its Subsidiaries without penalty; (b) any change of control agreements with any party employees of the Company or its Subsidiaries; (c) agreements, contracts, commitments or arrangements containing any covenant limiting the ability of Seller the Company or the Business its Subsidiaries to engage in any line of business or to compete in any location or with any person; (b) any partnership business or joint venture agreement with any party or any arrangements with any party with respect to the sharing of or in the profits or revenues of the Business or by Seller on behalf of the Business in such partnership or joint venture, including any licensing, technology transfer or royalty agreements; (c) any agreement, contract or commitment relating to the future disposition or acquisition of any investment in any party or of any interest in any business enterprise involving the Business or the Acquired Assets, the Other Equipment or the InventoryPerson; (d) agreements or contracts with any contract (i) officer or commitment for director of the sale Company or furnishing the Subsidiaries, (ii) Securityholder, (iii) any officer, director or employee of materialsany Securityholder, supplies(iv) any Affiliate thereof or (v) any entity in which any officer or director of the Company holds an Equity Interest (other than employment, merchandise, equipment severance and change of control agreements covered by clause (a) or services relating to the Backlog Contracts(b) above); (e) agreements or contracts under which the Company or any written agreement, instrument of its Subsidiaries has borrowed or other arrangementloaned money, or any unwritten note, bond, indenture, mortgage, installment obligation or other evidence of indebtedness for borrowed or loaned money or any guarantee of such indebtedness; (f) leases pursuant to which material personal or real property is leased to or from the Company or its Subsidiaries; (g) guaranties, suretyships or other contingent agreements of the Company or its Subsidiaries; (h) any agreement, contract, commitment or other arrangement, between arrangement relating to capital expenditures with respect to the Company or among Seller and any of the Affiliates of parties related to Seller or between or among business units of Sellerits Subsidiaries; (fi) any contract which grants agreement, contract, commitment or arrangement relating to the acquisition of material assets (other than in the ordinary course of business consistent with past practice) or any person a preferential capital stock of any business enterprise; (j) reinsurance contracts; (k) contracts for the issuance or other grant of any warrant, option or right to purchase any of the Acquired Assets, the Other Equipment Company’s or the Inventory;Subsidiaries’ capital stock or other Equity Interests, or the grant of any registration rights, or the split, combination or reclassification of any of the Company’s or the Subsidiaries’ capital stock or other Equity Interests, or the imposition of any Lien upon any of the Company’s or the Subsidiaries’ capital stock or other Equity Interests; and (gl) any contractcontracts (other than those covered by clause (a) through (k) above) pursuant to which the Company or its Subsidiaries is reasonably likely to receive or pay in excess of One Hundred Thousand U.S. Dollars ($100,000) over the life of the contract (excluding insurance and reinsurance contracts). As of the date hereof, agreement or commitment with respect to all Material Contracts, neither the discharge or removal Company, any of Hazardous Materials by or from its Subsidiaries, nor, to the Acquired AssetsCompany’s Knowledge, the Other Equipment or the Inventory. (h) any confidentiality agreement with any person relating to a potential transaction for the sale of all or substantially all of the ownership interests or Acquired Assets or the Inventory, or with respect to a merger, reorganization or other business combination transaction involving Seller with such other person; (i) any other agreement or instrument material to the Business, the Acquired Assets, the Other Equipment or the Inventory or not made in the ordinary course of business. There is no course of dealing, waiver, arrangement, understanding or side letter or agreement applicable party to any such contract is in breach thereof or default thereunder and there does not exist under any thereof any event which, with the giving of Seller.notice or the lapse of time, would constitute such a breach or default, except for such breaches, defaults and events as to which requisite waivers or consents have been obtained or which would not, individually or in the aggregate, result in a Material Adverse Change..

Contracts and Commitments. Schedule 2.16 contains a true and complete list (and Seller has previously delivered to Buyer true and complete copies, other than those contracts referenced in (d) below) of all of the following documents or agreements, or summaries of material oral agreements or understandings, relating to the Business, the Acquired Assets, the Other Equipment or the Inventory to which, on the date of this Agreement, Seller is a party, or which relate to or affect Seller and the Business, the Acquired Assets, the Other Equipment, the Inventory or the Acquisition and all documents or agreements which may require any action or consent in connection with the Acquisition, as they may have been amended to the date hereof. In addition to the foregoing, Seller has previously delivered, or will deliver within 30 days of the Closing Date, true and complete copies of the referenced contracts and commitments, other than (i) the partnership or joint venture agreements relating to the GE C&I China Affiliates otherwise required by (b) below, (ii) the Backlog Contracts referenced in subpart (d) below, which will be listed in a summary format including customer name, price, shop-order number, product description, non-standard terms, warranty provisions, delivery dates and delivery locations and (iii) where redactions in copies are required by applicable law or regulation as determined in good faith by mutual agreement of the parties: (a) Schedule 2.8(a) sets forth a complete and accurate list of each Contract described below to which the Company or any agreement, contract or commitment with any party containing any covenant limiting the ability of Seller or the Business to engage in business or to compete in any location or with any person; (b) any partnership or joint venture agreement with any its properties is party or any arrangements is otherwise bound or subject (together with any party with respect to the sharing of or in the profits or revenues of the Business or by Seller Government Contracts and Government Bids set forth on behalf of the Business in such partnership or joint ventureSchedule 2.27(a), including any licensingeach, technology transfer or royalty agreements; (c) any agreement, contract or commitment relating to the future disposition or acquisition of any investment in any party or of any interest in any business enterprise involving the Business or the Acquired Assetsa “Material Contract” and collectively, the Other Equipment or the Inventory; (d) any contract or commitment for the sale or furnishing of materials, supplies, merchandise, equipment or services relating to the Backlog “Material Contracts; (e) any written agreement, instrument or other arrangement, or any unwritten agreement, contract, commitment or other arrangement, between or among Seller and any of the Affiliates of parties related to Seller or between or among business units of Seller; (f) any contract which grants to any person a preferential or other right to purchase any of the Acquired Assets, the Other Equipment or the Inventory; (g) any contract, agreement or commitment with respect to the discharge or removal of Hazardous Materials by or from the Acquired Assets, the Other Equipment or the Inventory. (h) any confidentiality agreement with any person relating to a potential transaction for the sale of all or substantially all of the ownership interests or Acquired Assets or the Inventory, or with respect to a merger, reorganization or other business combination transaction involving Seller with such other person; ”): (i) any Contract that creates a partnership or a joint venture or arrangement that involves a sharing of profits with any other agreement Person; (ii) any Contract that purports to or instrument material has the effect of limiting either the Company’s right to engage in, or compete with any Person in, any business; (iii) any Contract involving the Business, incurrence by the Acquired Assets, Company of Liabilities (other than Liabilities to render services to customers in the Other Equipment ordinary course of business) in any one transaction or series of related transactions in excess of $25,000; (iv) any Contract creating any Lien on any of the Inventory or Shares; (v) any Contract pursuant to which the Company has guaranteed any Indebtedness; (vi) any Contract not made in the ordinary course of businessbusiness that is in excess of $25,000; (vii) any Contract granting any preferential rights to purchase or acquire any interest in any of Company’s assets, property or rights or requiring consent of any party to the transfer and assignment of any such assets, property or rights; (viii) any Contract that contains a “most favored nation” or “most favored customer” clause; and (ix) any leases of properties or assets of the Company, including any Contract creating a Lien on such property or assets. There #34018857 v13 (b) Each Material Contract (i) is valid and binding on the Company and, to the Knowledge of the Company, is valid and binding upon parties other than the Company in accordance with its terms and (ii) contains no course provision or covenant prohibiting or limiting the ability of dealing, waiver, arrangement, understanding or side letter or agreement applicable the Company to operate its Business. (c) No party to any Material Contract (i) has provided any notice to the Company of its intent to terminate, or withdraw its participation in, any such contract Material Contract, (ii) has, to the Knowledge of Sellerthe Company, threatened to terminate, or withdraw from participation in, any such Material Contract or (iii) is, to the Knowledge of the Company, in breach or default in any material respect under any provision thereof, and, to the Knowledge of the Company, no event or condition has occurred, whether with or without the passage of time or the giving of notice, or both, that would constitute such a breach or default. (d) Except as set forth on Schedule 2.8(d) and Schedule 2.5(b),the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not (i) result in or give to any Person any right of termination, non-renewal, cancellation, withdrawal, acceleration or modification in or with respect to any Material Contract, (ii) result in or give to any Person any additional rights or entitlement to increased, additional, accelerated guaranteed or other change in payments under any Material Contract or (iii) result in the creation or imposition of any Actions upon the Company or any Lien upon any of the property or assets of the Company under the terms of any Material Contract.

Contracts and Commitments. (a) Section 2.13(a) of the Company Disclosure Schedule 2.16 contains a true and complete list (and Seller has previously delivered indicating the clause of this Section 2.13 pursuant to Buyer true and complete copies, other than those contracts referenced in (d) belowwhich disclosure is made) of all of the following documents written or agreements, oral contracts or summaries of material oral agreements or understandings, relating to the Business, the Acquired Assets, the Other Equipment or the Inventory to which, on the date of this Agreement, Seller is a party, or which relate to or affect Seller and the Business, the Acquired Assets, the Other Equipment, the Inventory or the Acquisition (including any and all documents or agreements which may require any action or consent in connection with the Acquisition, as they may have been amended to the date hereof. In addition to the foregoing, Seller has previously delivered, or will deliver within 30 days of the Closing Date, true and complete copies of the referenced contracts and commitmentsamendments thereto), other than (iagreements listed in Sections 2.1(b), 2.8(a), 2.9(a), 2.12(a) the partnership or joint venture agreements relating to the GE C&I China Affiliates otherwise required by and (b), 2.15(b), 2.16 or 2.17(c) below, (ii) the Backlog Contracts referenced in subpart (d) below, which will be listed in a summary format including customer name, price, shop-order number, product description, non-standard terms, warranty provisions, delivery dates and delivery locations and (iii) where redactions in copies are required by applicable law or regulation as determined in good faith by mutual agreement of the parties: (a) any agreement, contract or commitment with any party containing any covenant limiting the ability of Seller or the Business to engage in business or to compete in any location or with any person; (b) any partnership or joint venture agreement with any party or any arrangements with any party with respect to the sharing of or in the profits or revenues of the Business or by Seller on behalf of the Business in such partnership or joint venture, including any licensing, technology transfer or royalty agreements; (c) any agreement, contract or commitment relating to the future disposition or acquisition of any investment in any party or of any interest in any business enterprise involving the Business or the Acquired Assets, the Other Equipment or the Inventory; (d) any contract or commitment for the sale or furnishing of materials, supplies, merchandise, equipment or services relating to the Backlog Contracts; (e) any written agreement, instrument or Company Disclosure Schedule and other arrangement, or any unwritten agreement, contract, commitment or other arrangement, between or among Seller and any of the Affiliates of parties related to Seller or between or among business units of Seller; (f) any contract which grants to any person a preferential or other right to than purchase any of the Acquired Assets, the Other Equipment or the Inventory; (g) any contract, agreement or commitment with respect to the discharge or removal of Hazardous Materials by or from the Acquired Assets, the Other Equipment or the Inventory. (h) any confidentiality agreement with any person relating to a potential transaction for the sale of all or substantially all of the ownership interests or Acquired Assets or the Inventory, or with respect to a merger, reorganization or other business combination transaction involving Seller with such other person; (i) any other agreement or instrument material to the Business, the Acquired Assets, the Other Equipment or the Inventory or not orders made in the ordinary course of business. There , to which, as of the date hereof, the Company or any of the Company Subsidiaries is no a party or by which the Company or any of the Company Subsidiaries is bound (collectively, the "Material Contracts"): (i) any agreements with any present shareholder, employee, officer, director or consultant (or former shareholder, employee, officer, director or consultant to the extent there remain at the date hereof obligations to be performed by the Company or any of the Company Subsidiaries); (ii) agreements or indentures relating to the borrowing of money; (iii) indemnification agreements or guaranties of any obligation for borrowed money or otherwise; (iv) contracts which prohibit the Company or any of the Company Subsidiaries from freely engaging in business anywhere in the world; (v) any joint venture or profit-sharing agreement (other than with employees); (vi) contracts, not entered into in the ordinary course of dealingbusiness on an arm's- length basis, waiverthat are continuing over a period of more than six months from the date hereof and are not terminable by the Company or the Company Subsidiary party thereto on 60 days or less notice without penalties or premiums (including contracts to provide advertising allowances or promotional services); (vii) any agreements for the purchase by the Company or any of the Company Subsidiaries of any materials, arrangementequipment, understanding services, or side letter supplies not entered into in the ordinary course of business on an arm's-length basis, that may not be terminated by the Company or agreement applicable the Company Subsidiary party thereto without penalty upon less than three months' notice; (viii) any agreements or commitments for the acquisition, construction or sale of fixed assets owned or to be owned by the Company or any of the Company Subsidiaries that continue for a period of more than six months from the date hereof and may not be terminated without penalty by the Company or the Company Subsidiary party thereto prior to the expiration of such six-month period; (ix) any agreements that provide for the distribution of goods or services that continue for a period of more than six months from the date hereof and may not be terminated without penalty by the Company or the Company Subsidiary party thereto prior to the expiration of such six-month period; (x) any agreements or arrangements for the sale of any of the assets, properties, services or rights of the Company or any of the Company Subsidiaries other than in the ordinary course of business on an arms length basis or for the grant of any preferential rights to purchase any of its assets, properties or rights or that require the consent of any third party to the transfer and assignment of any of its assets, properties or rights; (xi) any agreements with any third party to develop any intellectual property, franchise or marketing concepts involving payments by the Company or the Company Subsidiary party thereto in excess of Cdn. $10,000; (xii) sponsoring agreements involving payments by the Company or the Company Subsidiary party thereto in excess of Cdn. $10,000; (xiii) any commitments for charitable contributions or any other agreements between the Company or any Company Subsidiary and the ▇▇▇ ▇▇▇▇▇▇ Children's Foundation; and (xiv) any other agreements which (A) are material to the Business of the Company and the Company Subsidiaries taken as a whole or (B), except as disclosed in Section 2.13(b) of the Company Disclosure Schedule, pursuant to the terms of which the consent of a third party would be required for the consummation of the transactions contemplated hereby or by the Transaction Agreements. (b) Except as disclosed in Section 2.8(a) or Section 2.13(b) of the Company Disclosure Schedule, neither the Company nor any of the Company Subsidiaries is a party to any contract, agreement or understanding which contains a "change in control" or similar provision or any other provision which could be triggered by the execution and delivery of, or the consummation of the transactions contemplated by, this Agreement or the Transaction Agreements; and the execution and delivery of, or the consummation of the transactions contemplated by, this Agreement or the Transaction Agreements will not (either alone or upon the occurrence of any additional acts or events) by reason of any such contract provision result in any payment (whether of Sellerseverance pay or otherwise) becoming due from the Company or any of the Company Subsidiaries to any person. (c) On or before the Delivery Date, complete copies of all Material Contracts will be provided to Wendy's or Wendy's solicitors. All Material Contracts have been duly executed and are valid and binding and in full force and effect and, except as set forth in Section 2.13(c) of the Company Disclosure Schedule, none of the Company, any Company Subsidiary or, to the actual knowledge of Seller or the Company, any other party to any Material Contract has breached any provision of, or is in default under, the terms of any Material Contract and no event has occurred which with the lapse of time or the giving of notice or both would constitute a breach or default by any party thereto.

Contracts and Commitments. Schedule 2.16 contains a true and complete list (and Seller has previously delivered to Buyer true and complete copies, other than those contracts referenced in (da) below) of all Section 3.13 of the Disclosure Schedule, under the caption referencing the subsections of this Section 3.13, lists the following documents contracts, commitments and/or binding understandings, whether oral or written, to which any of the Companies or any Subsidiary is a party and which are in effect as of the date hereof (the "Contracts"): (i) all executive officer or other material employment, agency or consulting agreements, all contracts or summaries commitments providing for severance, termination or similar payments, including on a change of control of the Companies, and all union, collective bargaining or similar agreements with labor representatives; (ii) all material oral distributor, reseller, OEM, dealer, manufacturer's representative, sales agency or advertising agency, finder's and manufacturing or assembly contracts; (iii) all material contracts terminable by any other party thereto upon a change of control of the Companies or any Subsidiary or upon the failure of the Companies or any Subsidiary to satisfy financial or performance criteria specified in such contract as provided therein; (iv) all agreements or understandings, indentures relating to the Businessborrowing of money or to mortgaging, pledging or otherwise placing a Lien (other than a Permitted Lien) on any of the Acquired Assetsassets of the Companies or any Subsidiary; (v) other than purchase orders and similar items in the ordinary course of business, all material contracts or group of related contracts with the Other Equipment customers or suppliers referenced in Section 3.20 hereof; (vi) all material contracts containing exclusivity or noncompetition provisions or which would otherwise prohibit the Companies or any Subsidiary from freely engaging in business anywhere in the world; (vii) all license agreements, transfer or joint-use agreements or other agreements providing for the payment or receipt of royalties or other compensation by the Companies or any Subsidiary in excess of $100,000 annually or $200,000 in the aggregate for any such agreement in connection with the Company Intellectual Property (as defined in Section 3.14(a) hereof); (viii) any and all other material agreements of the Companies not entered into in the ordinary course of business or that are material to the business, financial condition or results of operation of the Companies; (ix) any and all other contracts or commitments for capital expenditures in excess of $1,000,000; (x) all material agreements providing for the development of any products, software or Intellectual Property by or for any third party; and (xi) all agreements for the sale of any capital assets in excess of $1,000,000. (b) Each of the Companies or the Inventory applicable Subsidiary has performed in all material respects all obligations required to which, on be performed by it in connection with the Contracts and is not in receipt of any written claim of material default under any such Contract. The Companies have no knowledge of any breach or anticipated breach by any other party to any Contract. The Companies have no knowledge that any existing Contracts with the Companies' or any Subsidiary's customers cannot be fully performed by each of the Companies or the applicable Subsidiary in accordance with its terms. (c) Prior to the date of this Agreement, Seller is the Companies have made available to Buyer a party, or which relate to or affect Seller and the Business, the Acquired Assets, the Other Equipment, the Inventory or the Acquisition and all documents or agreements which may require any action or consent in connection with the Acquisition, as they may have been amended to the date hereof. In addition to the foregoing, Seller has previously delivered, or will deliver within 30 days of the Closing Date, true and complete copies copy of the referenced contracts and commitmentseach written Contract, other than (i) the partnership or joint venture agreements relating to the GE C&I China Affiliates otherwise required by (b) belowtogether with all amendments, (ii) the Backlog Contracts referenced in subpart (d) below, which will be listed in a summary format including customer name, price, shop-order number, product description, non-standard terms, warranty provisions, delivery dates and delivery locations and (iii) where redactions in copies are required by applicable law or regulation as determined in good faith by mutual agreement of the parties: (a) any agreement, contract or commitment with any party containing any covenant limiting the ability of Seller or the Business to engage in business or to compete in any location or with any person; (b) any partnership or joint venture agreement with any party or any arrangements with any party with respect to the sharing of or in the profits or revenues of the Business or by Seller on behalf of the Business in such partnership or joint venture, including any licensing, technology transfer or royalty agreements; (c) any agreement, contract or commitment relating to the future disposition or acquisition of any investment in any party or of any interest in any business enterprise involving the Business or the Acquired Assets, the Other Equipment or the Inventory; (d) any contract or commitment for the sale or furnishing of materials, supplies, merchandise, equipment or services relating to the Backlog Contracts; (e) any written agreement, instrument waivers or other arrangement, or any unwritten agreement, contract, commitment or other arrangement, between or among Seller and any of the Affiliates of parties related to Seller or between or among business units of Seller; (f) any contract which grants to any person a preferential or other right to purchase any of the Acquired Assets, the Other Equipment or the Inventory; (g) any contract, agreement or commitment with respect to the discharge or removal of Hazardous Materials by or from the Acquired Assets, the Other Equipment or the Inventorychanges thereto. (h) any confidentiality agreement with any person relating to a potential transaction for the sale of all or substantially all of the ownership interests or Acquired Assets or the Inventory, or with respect to a merger, reorganization or other business combination transaction involving Seller with such other person; (i) any other agreement or instrument material to the Business, the Acquired Assets, the Other Equipment or the Inventory or not made in the ordinary course of business. There is no course of dealing, waiver, arrangement, understanding or side letter or agreement applicable to any such contract of Seller.

Contracts and Commitments. Schedule 2.16 contains (a) As of the date hereof, none of Olsten or any of its Subsidiaries is a true and complete list (and Seller has previously delivered party to Buyer true and complete copiesany existing contract, other than those contracts referenced obligation or commitment of any type in (d) below) of all any of the following documents or agreements, or summaries of material oral agreements or understandings, relating categories except for contracts filed as exhibits to the Business, the Acquired Assets, the Other Equipment Olsten SEC Reports or the Inventory to which, on the date of this Agreement, Seller is a party, or which relate to or affect Seller and the Business, the Acquired Assets, the Other Equipment, the Inventory or the Acquisition and all documents or agreements which may require any action or consent set forth in connection with the Acquisition, as they may have been amended to the date hereof. In addition to the foregoing, Seller has previously delivered, or will deliver within 30 days Section 4.20 of the Closing Date, Olsten Disclosure Statement (true and complete copies of the referenced which contracts and commitments, other than (i) the partnership have been delivered to or joint venture agreements relating made available to the GE C&I China Affiliates otherwise required by (b) below, (ii) the Backlog Contracts referenced in subpart (d) below, which will be listed in a summary format including customer name, price, shop-order number, product description, non-standard terms, warranty provisions, delivery dates and delivery locations and (iii) where redactions in copies are required by applicable law or regulation as determined in good faith by mutual agreement of the parties: (a) any agreement, contract or commitment with any party containing any covenant limiting the ability of Seller or the Business to engage in business or to compete in any location or with any person; (b) any partnership or joint venture agreement with any party or any arrangements with any party with respect to the sharing of or in the profits or revenues of the Business or by Seller on behalf of the Business in such partnership or joint venture, including any licensing, technology transfer or royalty agreements; (c) any agreement, contract or commitment relating to the future disposition or acquisition of any investment in any party or of any interest in any business enterprise involving the Business or the Acquired Assets, the Other Equipment or the Inventory; (d) any contract or commitment for the sale or furnishing of materials, supplies, merchandise, equipment or services relating to the Backlog Contracts; (e) any written agreement, instrument or other arrangement, or any unwritten agreement, contract, commitment or other arrangement, between or among Seller and any of the Affiliates of parties related to Seller or between or among business units of Seller; (f) any contract which grants to any person a preferential or other right to purchase any of the Acquired Assets, the Other Equipment or the Inventory; (g) any contract, agreement or commitment with respect to the discharge or removal of Hazardous Materials by or from the Acquired Assets, the Other Equipment or the Inventory. (h) any confidentiality agreement with any person relating to a potential transaction for the sale of all or substantially all of the ownership interests or Acquired Assets or the Inventory, or with respect to a merger, reorganization or other business combination transaction involving Seller with such other person;Adecco): (i) contracts that provide for annual payments to or by Olsten or any other agreement of its Subsidiaries aggregating in excess of $6,000,000; (ii) any contract under which Olsten or instrument material to the Businessany Subsidiary has or may, the Acquired Assets, the Other Equipment or the Inventory or not made except by way of endorsement of negotiable instruments for collection in the ordinary course of business. There is no course business and consistent with past practice, become absolutely or contingently or otherwise liable for (x) the performance under a contract of dealingany other person, waiverfirm or corporation or (y) the whole or any part of the indebtedness or liabilities of any other person, arrangementfirm or corporation, understanding in all cases, individually in excess of $1,000,000 and in the aggregate in excess of $5,000,000; (iii) employment agreements, consulting agreements, contracts or side letter commitments with any employee or member of Olsten's Board of Directors, other than those which are terminable by Olsten or any of its Subsidiaries on not more than thirty days notice without liability or financial obligation, and within each such category of agreements, contracts or commitments, which are individually in excess of $150,000; (iv) any agreements or plans, including, without limitation, any stock option, stock appreciation right or stock purchase plans or agreements, 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; (v) any contract with any director, officer or more than 5% stockholder of Olsten other than in such person's capacity as a director or officer of Olsten or any contract with any entity in which, to Olsten's knowledge, any director, officer or more than 5% stockholder or any family member of any director, officer or stockholder has a material economic interest; (vi) any contract that limits or restricts in any material respect where Olsten or any of its Subsidiaries may conduct its or their business or the type or line of business that Olsten or any of its Subsidiaries may engage in; and (vii) any material contract containing any agreement applicable with respect to any such change of control. (b) All of the contracts listed in Section 4.20 of the Olsten Disclosure Statement are in full force and effect, except for those contracts the ineffectiveness of which would not reasonably be expected to have an Olsten Material Adverse Effect. None of Olsten or its Subsidiaries is in breach of or default under any contract of Sellerto which it is a party, except for breaches or defaults that would not, individually or in the aggregate, either impair Olsten's or OHS' (as applicable) ability to consummate the Merger or the Split-Off or the other transactions contemplated hereby or by the Separation Agreement or have an Olsten Material Adverse Effect.

Contracts and Commitments. (a) Schedule 2.16 3.16 attached hereto contains a true true, complete and complete correct list (and Seller has previously delivered to Buyer true and complete copies, other than those contracts referenced in (d) below) of all description of the following contracts and agreements, whether written or oral (collectively, the "Contracts"): (1) all loan agreements, indentures, mortgages and guaranties to which the Company or any of the Subsidiaries is a party or by which the Company or any of the Subsidiaries or any of their property is bound; (2) all pledges, conditional sale or title retention agreements, security agreements, equipment obligations, personal property leases and lease purchase agreements to which the Company or any of the Subsidiaries is a party or by which the Company or any of the Subsidiaries or any of their property is bound; (3) all contracts, agreements, commitments, (other than purchase orders) or other understandings or arrangements to which the Company or any of the Subsidiaries is a party or by which the Company or any of the Subsidiaries or any of their property is bound which (A) involve payments or receipts by the Company or any of the Subsidiaries of more than $25,000 in the case of any single contract, agreement, commitment, understanding or arrangement under which full performance (including payment) has not been rendered by all parties thereto or (B) which may materially adversely affect the condition (financial or otherwise) or the properties, assets, business or prospects of the Company or any of the Subsidiaries; (4) all collective bargaining agreements, employment and consulting agreements, executive compensation plans, bonus plans, deferred compensation agreements, pension plans, retirement plans, employee stock option or stock purchase plans and group life, health and accident insurance and other employee benefit plans, agreements, arrangements or commitments to which the Company or any of the Subsidiaries is a party or by which the Company or any of the Subsidiaries or any of their property is bound; (5) all agency, distributor, sales representative, franchise or similar agreements to which the Company or any of the Subsidiaries is a party or by which the Company or any of the Subsidiaries or any of their property is bound; (6) all contracts, agreements or other understandings or arrangements between the Company and any of the Subsidiaries (including, but not limited to, any tax sharing arrangements) or between the Company and the Parent or their affiliates; (7) all leases, whether operating, capital or otherwise, under which the Company or any of the Subsidiaries is lessor or lessee; (8) all contracts, agreements and other documents or agreementsinformation relating to past disposal of waste (whether or not hazardous), or summaries and sales of material oral steel scrap, prototypes, tools and dies; (9) all contracts, agreements or understandingsother arrangements imposing a non-competition or non-solicitation obligation on the Company or any of its Subsidiaries; and (10) any other material agreements or contracts (other than purchase orders) entered into by the Company or any of the Subsidiaries. (b) Except as set forth on Schedule 3.16: (1) Each Contract is a valid and binding agreement of the Company or the relevant Subsidiary, relating enforceable against the Company or the relevant Subsidiary in accordance with its terms, and, to the Businessbest of the Parent's knowledge, each Contract is a valid and binding agreement of the Acquired Assets, other parties thereto; (2) the Other Equipment Company or the Inventory relevant Subsidiary has fulfilled all material obligations required pursuant to whichthe Contracts to have been performed by the Company or the relevant Subsidiary, as the case may be, on the date of this Agreement, Seller is a party, or which relate to or affect Seller and the Business, the Acquired Assets, the Other Equipment, the Inventory or the Acquisition and all documents or agreements which may require any action or consent in connection with the Acquisition, as they may have been amended its part prior to the date hereof. In addition , and to the foregoing, Seller has previously delivered, or will deliver within 30 days best of the Parent's knowledge it will be able to fulfill, when due, all of its obligations under the Contracts which remain to be performed after the date hereof; the Company's outstanding purchase orders on the Closing DateDate provide for a number of units to be delivered that are consistent with the Company's historical capacity to produce such number of units within the prescribed contractual period; (3) the Company or the relevant Subsidiary is not in breach of or default in any material respect under any Contract, true and complete copies and, to the best knowledge of the referenced contracts Parent, no event has occurred which with the passage of time or giving of notice or both would constitute such a default, result in a loss of rights or result in the creation of any lien, charge or encumbrance, thereunder or pursuant thereto; (4) to the best knowledge of the Parent, there is no existing breach or default by any other party of a material obligation under any Contract, and commitmentsto the best knowledge of the Parent no event has occurred which with the passage of time or giving of notice or both would constitute a default by such other party, other than result in a loss of rights or result in the creation of any lien, charge or encumbrance thereunder or pursuant thereto; (i5) the partnership or joint venture agreements there are not and, since October 1, 1996 have not been, any claims material in amount of a non-routine nature relating to the GE C&I China Affiliates otherwise required Company or any Subsidiary by (b) below, (ii) the Backlog Contracts referenced in subpart (d) below, which will be listed in a summary format including customer name, price, shop-order number, product description, non-standard terms, warranty provisions, delivery dates and delivery locations and (iii) where redactions in copies are required by applicable law or regulation as determined in good faith by mutual agreement customers of the parties: (a) Company or any agreementof the Subsidiaries under any warranties, contract whether express or commitment with any party containing any covenant limiting the ability of Seller or the Business to engage in business or to compete in any location or with any personimplied; (b6) the Company and the Subsidiaries are not restricted by any partnership or joint venture agreement with any party or any arrangements with any party with respect to the sharing of or Contract from carrying on their business anywhere in the profits or revenues world; and (7) neither the Company nor any of the Business Subsidiaries has any written or by Seller on behalf of the Business in such partnership oral contracts to sell products or joint ventureperform services which are expected to be performed at, including any licensingor to result in, technology transfer or royalty agreements;a loss. (c) any agreementTrue, contract correct and complete (in all material respects) copies of all Contracts have previously been delivered by the Company or commitment relating the Parent to the future disposition or acquisition of any investment in any party or of any interest in any business enterprise involving the Business or the Acquired Assets, the Other Equipment or the Inventory; (d) any contract or commitment for the sale or furnishing of materials, supplies, merchandise, equipment or services relating to the Backlog Contracts; (e) any written agreement, instrument or other arrangement, or any unwritten agreement, contract, commitment or other arrangement, between or among Seller and any of the Affiliates of parties related to Seller or between or among business units of Seller; (f) any contract which grants to any person a preferential or other right to purchase any of the Acquired Assets, the Other Equipment or the Inventory; (g) any contract, agreement or commitment with respect to the discharge or removal of Hazardous Materials by or from the Acquired Assets, the Other Equipment or the InventoryBuyer. (h) any confidentiality agreement with any person relating to a potential transaction for the sale of all or substantially all of the ownership interests or Acquired Assets or the Inventory, or with respect to a merger, reorganization or other business combination transaction involving Seller with such other person; (i) any other agreement or instrument material to the Business, the Acquired Assets, the Other Equipment or the Inventory or not made in the ordinary course of business. There is no course of dealing, waiver, arrangement, understanding or side letter or agreement applicable to any such contract of Seller.

Contracts and Commitments. Schedule 2.16 contains a true and complete list (and Seller has previously delivered to Buyer true and complete copies, other than those contracts referenced in (da) belowSection 3.12(a) of all the Company Disclosure Letter identifies each Contract that constitutes a Company Material Contract as of the following documents or agreements, or summaries of material oral agreements or understandings, relating to the Business, the Acquired Assets, the Other Equipment or the Inventory to which, on the date of this Agreement. For purposes of this Agreement, Seller a “Company Material Contract” shall include each of the following Contracts to which the Company or any of its Subsidiaries is a partyparty or by which the Company or any of its Subsidiaries or any of their assets or businesses are bound, but exclude any Company Plan and Company Real Property Leases: (i) “material contract” (as such term is defined in Item 601 (b)(10) of Regulation S-K of the SEC) with respect to the Company or any of its Subsidiaries that was required to be, but has not been, filed with the SEC with the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, or which relate to any Company SEC Documents filed after the date of filing of such Form 10-K; (ii) collective bargaining agreement or affect Seller and the BusinessContract with any labor union, the Acquired Assetstrade organization, the Other Equipment, the Inventory works council or the Acquisition and all documents other employee representative body (“Labor Agreements”); (iii) Contract establishing or agreements which may require any action or consent in connection with the Acquisition, as they may have been amended relating to the date hereof. In addition formation, creation, operation, management or control of any joint venture, partnership, collaboration, variable interest entity or similar arrangement; (iv) Contract (A) restricting or purporting to restrict the foregoingright of the Company or any of its Affiliates (including, Seller has previously delivered, or will deliver within 30 days of following the Closing Date, true and complete copies Parent or any of the referenced contracts and commitments, other than (iits Affiliates) the partnership or joint venture agreements relating to the GE C&I China Affiliates otherwise required by (b) below, (ii) the Backlog Contracts referenced in subpart (d) below, which will be listed in a summary format including customer name, price, shop-order number, product description, non-standard terms, warranty provisions, delivery dates and delivery locations and (iii) where redactions in copies are required by applicable law or regulation as determined in good faith by mutual agreement of the parties: (a) any agreement, contract or commitment with any party containing any covenant limiting the ability of Seller or the Business to engage in business or to compete in any location or with line of business in any person; geographical area, (bB) any partnership or joint venture agreement with any party obligating the Company or any arrangements with of its Affiliates (including, following the Closing Date, Parent or any party with respect of its Affiliates) to the sharing purchase or otherwise obtain any product or service exclusively from a single party, to purchase a specified minimum amount of or in the profits or revenues of the Business or by Seller on behalf of the Business in such partnership or joint venture, including any licensing, technology transfer or royalty agreements; (c) any agreement, contract or commitment relating to the future disposition or acquisition of any investment in any party or of any interest in any business enterprise involving the Business or the Acquired Assets, the Other Equipment or the Inventory; (d) any contract or commitment for the sale or furnishing of materials, supplies, merchandise, equipment goods or services relating to the Backlog Contracts; (e) any written agreement, instrument or other arrangementwith a value in excess of $1,000,000, or to sell any unwritten agreementproduct or service exclusively to a single party, contract, commitment or other arrangement, between or among Seller and (C) under which any of Person has been granted the Affiliates of parties related to Seller or between or among business units of Seller; (f1) any contract which grants to any person a preferential or other exclusive right to purchase any of develop, manufacture, sell, market or distribute the Acquired Assets, the Other Equipment or the Inventory; (g) any contract, agreement or commitment with respect to the discharge or removal of Hazardous Materials by or from the Acquired Assets, the Other Equipment or the Inventory. (h) any confidentiality agreement with any person relating to a potential transaction for the sale of all or substantially all of the ownership interests or Acquired Assets or the InventoryProducts, or with respect (2) non-exclusive right to a mergerdevelop, reorganization manufacture, sell, market or other business combination transaction involving Seller with such other person; distribute the Products (i) excluding, solely for subclause (C)(2), any other agreement or instrument material to the Business, the Acquired Assets, the Other Equipment or the Inventory or not made Routine Services Contracts entered into in the ordinary course of business. There is no ), (D) provides for “exclusivity” or any similar requirement in favor of any Person or group of Persons or in any geographical area or (E) requiring the Company or any of its Affiliates (including, following the Closing, Parent or any of its Affiliates) to conduct any business or agree to any terms on a “most favored nations” basis with any Person; (v) Contract containing any “non-solicitation” or “no-hire” provision that restricts the Company or any of its Subsidiaries; (vi) Contract in respect of Indebtedness or any loan by the Company or any of its Subsidiaries to any other Person; (vii) Contract (other than a Company Plan) between the Company or any of its Subsidiaries, on the one hand, and any Affiliate of the Company, on the other hand; (viii) Contract relating to the voting or registration of any securities; (ix) Contract containing a right of first refusal, right of first negotiation or right of first offer with respect to any equity interests or material assets; (x) Contract that contains any standstill or similar agreement pursuant to which the Company or any of its Subsidiaries has agreed not to acquire assets or securities of another Person, excluding any confidentiality agreements entered into in the ordinary course of dealingbusiness unless it restricts or purports to restrict the Company or any Subsidiary or any Affiliate of the Company (including, waiverfollowing the Closing, arrangementParent or any of its Affiliates); (xi) Contract relating to the supply of any products or services to the Company or any of its Subsidiaries (excluding the VIEs), understanding under which the Company and its Subsidiaries (excluding the VIEs) have paid or side letter expect to pay, individually or agreement applicable to in the aggregate, in excess of $1,000,000 during any such contract of Seller.twelve (12) month period other than, in each case, a Company Plan;

Contracts and Commitments. Schedule 2.16 contains a true and complete list (and Seller has previously delivered to Buyer true and complete copies, other than those contracts referenced in (da) below) of The “Contracts Schedule” attached hereto lists all of the following documents or agreementscontracts, or summaries of material oral agreements or understandings, relating other arrangements to which the Business, the Acquired Assets, the Other Equipment or the Inventory to which, on the date of this Agreement, Seller Company is a party, party or by which relate to any of its assets or affect Seller and properties is bound (the Business, the Acquired Assets, the Other Equipment, the Inventory or the Acquisition and all documents or agreements which may require any action or consent in connection with the Acquisition, as they may have been amended to the date hereof. In addition to the foregoing, Seller has previously delivered, or will deliver within 30 days of the Closing Date, true and complete copies of the referenced contracts and commitments, other than “Scheduled Contracts”): (i) contracts which involve commitments to make capital expenditures or which provide for the partnership purchase of goods or joint venture agreements relating to services by the GE C&I China Affiliates otherwise required by (b) below, Company from any one Person under which the undelivered balance of such products or services has a purchase price in excess of $50,000; (ii) the Backlog Contracts referenced in subpart (d) below, contracts which will be listed in a summary format including customer name, price, shop-order number, product description, non-standard terms, warranty provisions, delivery dates and delivery locations and (iii) where redactions in copies are required by applicable law or regulation as determined in good faith by mutual agreement of the parties: (a) any agreement, contract or commitment with any party containing any covenant limiting the ability of Seller or the Business to engage in business or to compete in any location or with any person; (b) any partnership or joint venture agreement with any party or any arrangements with any party with respect to the sharing of or in the profits or revenues of the Business or by Seller on behalf of the Business in such partnership or joint venture, including any licensing, technology transfer or royalty agreements; (c) any agreement, contract or commitment relating to the future disposition or acquisition of any investment in any party or of any interest in any business enterprise involving the Business or the Acquired Assets, the Other Equipment or the Inventory; (d) any contract or commitment for the sale or furnishing of materials, supplies, merchandise, equipment or services relating to the Backlog Contracts; (e) any written agreement, instrument or other arrangement, or any unwritten agreement, contract, commitment or other arrangement, between or among Seller and any of the Affiliates of parties related to Seller or between or among business units of Seller; (f) any contract which grants to any person a preferential or other right to purchase any of the Acquired Assets, the Other Equipment or the Inventory; (g) any contract, agreement or commitment with respect to the discharge or removal of Hazardous Materials by or from the Acquired Assets, the Other Equipment or the Inventory. (h) any confidentiality agreement with any person relating to a potential transaction provide for the sale of all products or substantially all services by the Company and under which the undelivered balance of the ownership interests such products or Acquired Assets or the Inventory, or with respect to services has a merger, reorganization or other business combination transaction involving Seller with such other personsale price in excess of $100,000; (iiii) contracts relating to Indebtedness of the Company, or any guaranty by the Company of any obligation in respect of borrowed money, or any Lien on any asset of the Company; (iv) employment, consulting and non-competition agreements with any employee, officer or consultant that is not terminable on 60 or fewer days notice by the Company without Liability for any penalty or severance payment; (v) contracts pursuant to which the Company is (A) a lessee of any property, personal or real, or holds or operates any tangible personal property owned by another Person, except for any leases of personal property under which the aggregate annual rent or lease payments do not exceed $5,000, or (B) a lessor of any property, personal or real, or allows any other Person to hold or operate any tangible personal property owned by the Company; (vi) collective bargaining agreement or instrument material other similar contract with any labor union; (vii) agreement that restricts the ability of the Company to engage in any line of business or compete with any Person; (viii) joint venture or partnership agreement involving a sharing of profits, losses, costs or liabilities by the Company with any other Person; (ix) power of attorney granted by or to the Business, the Acquired Assets, the Other Equipment or the Inventory or Company; (x) agreement not made entered into in the ordinary course of business; and (xi) other agreement that is material to the Company or the Business. (b) The Company has provided to Parent a true, correct and complete copy of each Scheduled Contract. There Neither the Company, nor to the Knowledge of the Company, any other party to a Scheduled Contract has breached in any material respect such Scheduled Contract, except to the extent such breach has been duly and timely cured. The Company is no course not in receipt of dealingany written claim of default under any such Scheduled Contract. Each Scheduled Contract is in full force and effect and is a valid and binding obligation of the Company, waiverand, arrangementto the Knowledge of the Company, understanding or side letter or agreement applicable a valid and binding obligation of the other party thereto. Except as set forth on the Material Restrictions Schedule, the transactions contemplated by this Agreement do not require the consent of any party to any such contract Scheduled Contract, will not result in a violation or breach of Selleror default under any Scheduled Contract, and will not otherwise cause any Scheduled Contract to cease to be in full force and effect on the same terms following the Closing.

Contracts and Commitments. (a) Schedule 2.16 2.12 contains a true complete and complete accurate list of all contracts, agreements, commitments, instruments and obligations (whether written or oral, contingent or otherwise) of, or otherwise binding the Assets and/or the business of, BPC concerning the following matters (the "Seller Agreements"): (i) the lease, as lessee or lessor, or license, as licensee or licensor, of any real or personal property (tangible or intangible); (ii) the employment or engagement of any officer, director, employee, consultant or agent, other than those terminable at will without severance obligation, and Seller has previously any covenant not to compete with any former employees; (iii) any relationship or arrangement that requires financial payments in excess of $25,000.00, or performance over a period of more than 30 days; (iv) any arrangement limiting the freedom of the Sellers or BPC to compete in any manner in any line of business or requiring the Sellers or BPC to share profits; (v) any arrangement that could reasonably be anticipated to have a material adverse effect on BPC's condition (financial or otherwise), Assets, Liabilities, business or operations; (vi) any material arrangement not in the ordinary course of business; (vii) any power of attorney, whether limited or general, granted by BPC; and (viii) any arrangement with customers, patients, managed care organizations, third party payors, pharmacy benefit managers or drug suppliers. (b) The Sellers have delivered to Buyer true and complete copies, other than those contracts referenced in (d) below) copies of all of the following documents or agreements, or summaries of material oral agreements or understandings, relating to the BusinessSeller Agreements. Except as indicated on Schedule 2.12, the Acquired Assets, the Other Equipment or the Inventory to which, on the date of this Agreement, Seller is a party, or which relate to or affect Seller Agreements are valid and the Business, the Acquired Assets, the Other Equipment, the Inventory or the Acquisition and all documents or agreements which may require any action or consent binding in connection accordance with the Acquisition, as they may have been amended to the date hereof. In addition to the foregoing, Seller has previously delivered, or will deliver within 30 days of the Closing Date, true and complete copies of the referenced contracts and commitments, other than (i) the partnership or joint venture agreements relating to the GE C&I China Affiliates otherwise required by (b) below, (ii) the Backlog Contracts referenced in subpart (d) below, which will be listed in a summary format including customer name, price, shop-order number, product description, non-standard their terms, warranty provisions, delivery dates and delivery locations and (iii) where redactions in copies are required by applicable law or regulation as determined in good faith by mutual agreement of the parties: (a) any agreement, contract or commitment with any party containing any covenant limiting the ability of Seller or the Business to engage in business or to compete in any location or with any person; (b) any partnership or joint venture agreement with any party or any arrangements with any party with respect to the sharing of or in the profits or revenues of the Business or by Seller on behalf of the Business in such partnership or joint venture, including any licensing, technology transfer or royalty agreements; (c) any agreement, contract or commitment relating to the future disposition or acquisition of any investment in any party or of any interest in any business enterprise involving the Business or the Acquired Assets, the Other Equipment or the Inventory; (d) any contract or commitment for the sale or furnishing of materials, supplies, merchandise, equipment or services relating to the Backlog Contracts; (e) any written agreement, instrument or other arrangement, or any unwritten agreement, contract, commitment or other arrangement, between or among Seller and there is not under any of the Affiliates of parties related to such Seller or between or among business units of Seller; (f) any contract which grants to any person a preferential or other right to purchase any of the Acquired Assets, the Other Equipment or the Inventory; (g) any contract, agreement or commitment with respect to the discharge or removal of Hazardous Materials by or from the Acquired Assets, the Other Equipment or the Inventory. (h) any confidentiality agreement with any person relating to a potential transaction for the sale of all or substantially all of the ownership interests or Acquired Assets or the Inventory, or with respect to a merger, reorganization or other business combination transaction involving Seller with such other person; Agreements (i) any other agreement existing or instrument claimed default by BPC or event which, with the notice or lapse of time, or both, would constitute a material default by BPC, or (ii) to the BusinessKnowledge of the Sellers, the Acquired Assetsany existing or claimed default by any other party or event which with notice or lapse of time, the Other Equipment or the Inventory or not made in the ordinary course of businessboth, would constitute a material default by any such party. There is no course actual or, to the Knowledge of dealingthe Sellers, waiverthreatened termination, arrangementcancellation or limitation of any Seller Agreements that would have a material adverse effect on BPC's condition (financial or otherwise), understanding Assets, Liabilities, business or side letter operations. To the Knowledge of the Sellers, there is no pending or agreement applicable threatened bankruptcy, insolvency or similar proceeding with respect to any such contract of Sellerother party to the Seller Agreements.

Contracts and Commitments. Schedule 2.16 contains The Company Disclosure ------------------------- Letter sets forth a true true, correct and complete list (and Seller has previously delivered to Buyer true and complete copies, other than those contracts referenced in (d) below) of all of the following documents contracts to which the Company or agreements, or summaries of material oral agreements or understandings, relating to the Business, the Acquired Assets, the Other Equipment or the Inventory to which, on the date of this Agreement, Seller a Subsidiary is a partyparty (including every amendment, modification or which relate to or affect Seller and the Business, the Acquired Assets, the Other Equipment, the Inventory or the Acquisition and all documents or agreements which may require any action or consent in connection with the Acquisition, as they may have been amended to the date hereof. In addition supplement to the foregoing, Seller has previously delivered, or will deliver within 30 days of the Closing Date, true and complete copies of the referenced contracts and commitments, other than ): (i) the partnership or joint venture agreements relating to the GE C&I China Affiliates otherwise required by (b) belowany contracts of employment, (ii) agreements or arrangements for the Backlog Contracts referenced in subpart (d) below, which will be listed in a summary format including customer name, price, shop-order number, product description, non-standard terms, warranty provisions, delivery dates and delivery locations and (iii) where redactions in copies are required by applicable law purchase or regulation as determined in good faith by mutual agreement of the parties: (a) any agreement, contract or commitment with any party containing any covenant limiting the ability of Seller or the Business to engage in business or to compete in any location or with any person; (b) any partnership or joint venture agreement with any party or any arrangements with any party with respect to the sharing of or in the profits or revenues of the Business or by Seller on behalf of the Business in such partnership or joint venture, including any licensing, technology transfer or royalty agreements; (c) any agreement, contract or commitment relating to the future disposition or acquisition sale of any investment in any party or of any interest in any business enterprise involving the Business or the Acquired Assets, the Other Equipment or the Inventory; assets (d) any contract or commitment for the sale or furnishing of materials, supplies, merchandise, equipment or services relating to the Backlog Contracts; (e) any written agreement, instrument or other arrangement, or any unwritten agreement, contract, commitment or other arrangement, between or among Seller and any of the Affiliates of parties related to Seller or between or among business units of Seller; (f) any contract which grants to any person a preferential or other right to purchase any of the Acquired Assets, the Other Equipment or the Inventory; (g) any contract, agreement or commitment with respect to the discharge or removal of Hazardous Materials by or from the Acquired Assets, the Other Equipment or the Inventory. (h) any confidentiality agreement with any person relating to a potential transaction for the sale of all or substantially all of the ownership interests or Acquired Assets or the Inventory, or with respect to a merger, reorganization or other business combination transaction involving Seller with such other person; (i) any other agreement or instrument material to the Business, the Acquired Assets, the Other Equipment or the Inventory or not made otherwise than in the ordinary course of business), (iii) agreements, contracts or indentures relating to the borrowing of money, (iv) agreements with unions, material independent contractor agreements and material leased or temporary employee agreements, (v) tower site leases and other leases of any real property involving annual rent of $25,000 or more, (vi) programming and retransmission consent agreements, (vii) contracts containing covenants limiting the freedom of the Company, or any of its Subsidiaries, to engage in any line of business or to compete with any entity and (viii) other than respect to contracts identified in the Company Disclosure Letter pursuant to Section 3.7, all other contracts, agreements or commitments involving annual payments made by or to the Company or a Subsidiary of $100,000. There Except for agreements, arrangements or commitments disclosed in the Company Disclosure Letter, neither the Company nor any of its Subsidiaries is no course of dealing, waiver, arrangement, understanding or side letter or agreement applicable a party to any agreement, arrangement or commitment which is material to the business of the Company taken as a whole. The Company has delivered or made available true, correct and complete copies of all such contract agreements, arrangements and commitments to Parent. Neither the Company nor any of Sellerits Subsidiaries is in default under any such agreement, arrangement or commitment which has had, or could reasonably be expected to have, a Company Material Adverse Effect.

Contracts and Commitments. (a) Schedule 2.16 4.11 hereto contains a true and complete list of each contract and commitment of the Seller that is material to the operations, assets, business or financial condition of the Seller or that by its terms can reasonably be expected to require future payment by or to the Seller of $1000.00 or more, including but not limited to the following: (i) all employment contracts and commitments between the Seller has previously delivered to Buyer true and complete copiesits employees, other than those terminable by the Seller at will and without payment or penalty; (ii) all contracts referenced or commitments, written or oral, with distributors, brokers, manufacturer’s representatives, sales representatives, service or warranty representatives, customers, and other persons, firms, or corporations engaged in (d) below) of all the sale or distribution of the following documents Seller’s products; (iii) all purchase orders issued by the Seller in excess of $1000.00, all sales orders received by the Seller in excess of $1000.00 and all purchase or agreements, sales orders that call for delivery or summaries of material oral agreements or understandings, relating to the Business, the Acquired Assets, the Other Equipment or the Inventory to which, performance on a date more than one year from the date of this Agreement; (iv) all contracts and arrangements between the Seller or any person or entity that controls, is controlled by, or is under common control with, the Seller or any family member of any such person (such entity or person, being hereinafter referred to as an “Affiliate”); (v) all contracts and arrangements, written or oral, under which the Seller is either a party, ▇▇▇▇▇▇ or bailee including without limitation contracts for the bailment of vehicles; (vi) all agreements pursuant to which relate to the Seller acquired the Trade Name or affect a substantial portion of its assets; and (vii) all other contracts and commitments of the Seller (excluding Business Leases for the purpose of this Section 4.11) and instruments reflecting obligations for borrowed money or for other indebtedness or guarantees thereof. (b) At the BusinessPurchaser’s reasonable request, the Acquired Assets, the Other Equipment, the Inventory Seller shall deliver or the Acquisition and all documents or agreements which may require any action or consent in connection with the Acquisition, as they may have been amended cause to be delivered to the date hereof. In addition to the foregoing, Seller has previously delivered, or will deliver within 30 days of the Closing Date, true Purchaser full and complete copies of the referenced documents identified above and all such other agreements and instruments as the Purchaser may reasonably request. (c) Each of the contracts listed on Schedule 4.11 is valid and commitmentsbinding, and except as otherwise provided in Schedule 4.11, neither the Seller nor any other than (i) party hereto is in default under or in breach or violation of, and neither the partnership Seller nor any other party hereto has received notice of any asserted claim of default by any other party under, or joint venture agreements relating to a breach or violation of, any of the GE C&I China Affiliates otherwise required by (b) belowcontracts, (ii) the Backlog Contracts referenced in subpart (d) belowagreements, which will be and commitments listed in a summary format Schedule 4.11, including customer namewithout limitation, price, shop-order number, product description, non-standard terms, warranty provisions, delivery dates and delivery locations and (iii) where redactions in copies are required by applicable law any licensing or regulation as determined in good faith by mutual agreement of the parties: (a) any agreement, contract or commitment with any party containing any covenant limiting the ability of Seller or the Business to engage in business or to compete in any location or with any person; (b) any partnership or joint venture agreement with any party or any arrangements with any party usage agreements with respect to the sharing of technology that the Seller now uses or in the profits or revenues of the Business or by Seller on behalf of the Business in such partnership or joint venture, including any licensing, technology transfer or royalty agreements; (c) any agreement, contract or commitment relating currently intends and plans to the future disposition or acquisition of any investment in any party or of any interest in any business enterprise involving the Business or the Acquired Assets, the Other Equipment or the Inventory; (d) any contract or commitment for the sale or furnishing of materials, supplies, merchandise, equipment or services relating to the Backlog Contracts; (e) any written agreement, instrument or other arrangement, or any unwritten agreement, contract, commitment or other arrangement, between or among Seller and any of the Affiliates of parties related to Seller or between or among business units of Seller; (f) any contract which grants to any person a preferential or other right to purchase any of the Acquired Assets, the Other Equipment or the Inventory; (g) any contract, agreement or commitment with respect to the discharge or removal of Hazardous Materials by or from the Acquired Assets, the Other Equipment or the Inventoryuse. (h) any confidentiality agreement with any person relating to a potential transaction for the sale of all or substantially all of the ownership interests or Acquired Assets or the Inventory, or with respect to a merger, reorganization or other business combination transaction involving Seller with such other person; (i) any other agreement or instrument material to the Business, the Acquired Assets, the Other Equipment or the Inventory or not made in the ordinary course of business. There is no course of dealing, waiver, arrangement, understanding or side letter or agreement applicable to any such contract of Seller.

Contracts and Commitments. Schedule 2.16 contains 4.12 sets forth a true true, complete and complete correct list (and Seller has previously delivered to Buyer true and complete copies, other than those contracts referenced in (d) below) description of all each of the following documents or agreementsContracts of each of the Seller Group Subsidiaries (such Contracts, or summaries of material oral agreements or understandings, together with all Contracts relating to Intellectual Property set forth in Schedule 4.14, being “Material Contracts”): (i) each Contract involving aggregate consideration in excess of $25,000 and which, in each case, cannot be cancelled by the Business, Seller Group Subsidiary without penalty or without more than 90 days’ notice; (ii) all Contracts that require the Acquired Assets, Seller Group Subsidiary to purchase its total requirements of any product or service from a third party or that contain “take or pay” provisions; (iii) all Contracts that provide for the Other Equipment indemnification by the Seller Group Subsidiary of any Person or the Inventory assumption of any Tax, environmental or other liability of any Person; (iv) all Contracts that relate to whichthe acquisition or disposition of any business, on a material amount of shares or assets of any other Person or any real property (whether by merger, sale of shares, sale of assets or otherwise); (v) all broker, distributor, dealer, manufacturer’s representative, franchise, agency, sales promotion, market research, marketing consulting and advertising Contracts to which the date of this Agreement, Seller Group Subsidiary is a party; (vi) all employment agreements and Contracts with independent contractors or consultants (or similar arrangements) to which the Seller Group Subsidiary is a party and which are not cancelable without material penalty or without more than 90 days’ notice; (vii) except for Contracts relating to trade receivables, or which relate all Contracts relating to or affect Seller and the BusinessIndebtedness (including, the Acquired Assetswithout limitation, the Other Equipment, the Inventory or the Acquisition and all documents or agreements which may require any action or consent in connection with the Acquisition, as they may have been amended to the date hereof. In addition to the foregoing, Seller has previously delivered, or will deliver within 30 days guarantees) of the Closing Date, true and complete copies of the referenced contracts and commitments, other than (i) the partnership or joint venture agreements relating to the GE C&I China Affiliates otherwise required by (b) below, (ii) the Backlog Contracts referenced in subpart (d) below, which will be listed in a summary format including customer name, price, shop-order number, product description, non-standard terms, warranty provisions, delivery dates and delivery locations and (iii) where redactions in copies are required by applicable law or regulation as determined in good faith by mutual agreement of the parties:Seller Group Subsidiary; (aviii) any agreement, contract or commitment all Contracts with any party containing any covenant limiting Governmental Body to which the Seller Group Subsidiary is a party; (ix) all Contracts that limit or purport to limit the ability of the Seller or the Business to engage in business or Group Subsidiary to compete in any location line of business or with any personPerson or in any geographic area or during any period of time; (bx) any partnership or joint venture agreement with Contracts to which the Seller Group Subsidiary is a party that provide for any party or any arrangements with any party with respect to the sharing of or in the profits or revenues of the Business or by Seller on behalf of the Business in such partnership or joint venture, including any licensing, technology transfer partnership or royalty agreementssimilar arrangement by the Seller Group Subsidiary; (cxi) all Contracts between or among the Seller Group Subsidiary on the one hand and Seller or any agreement, contract or commitment relating to Affiliate of Seller (other than the future disposition or acquisition of any investment in any party or of any interest in any business enterprise involving Seller Group Subsidiary) on the Business or the Acquired Assets, the Other Equipment or the Inventoryother hand; (dxii) all collective bargaining agreements of each Seller Group Subsidiary with any labor organization, union or association to which the Seller Group Subsidiary is a party; and (xiii) any contract or commitment for the sale or furnishing of materials, supplies, merchandise, equipment or services relating other Contract that is material to the Backlog Contracts; Company and not previously disclosed pursuant to this Section 4.12. Each Material Contract is valid and binding on the Seller Group Subsidiary in accordance with its terms and is in full force and effect. None of the Seller Group Subsidiaries or, to Seller’s Knowledge, any other party thereto is in breach of or default under (e) or is alleged to be in breach of or default under), or has provided or received any written agreementnotice of any intention to terminate, instrument any Material Contract. No event or circumstance has occurred that, with notice or lapse of time or both, would constitute an event of default under any Material Contract or result in a termination thereof or would cause or permit the acceleration or other arrangementchanges of any right or obligation or the loss of any benefit thereunder. Complete and correct copies of each Material Contract (including all modifications, or any unwritten agreement, contract, commitment or other arrangement, between or among amendments and supplements thereto and waivers thereunder) have been made available to the Buyer Parties. The execution and implementation of this Agreement and the Related Documents by the Seller and will not constitute a breach of any of the Affiliates Seller Group Subsidiaries’ contractual obligations, nor will the execution and implementation of parties related this Agreement and the Related Documents by the Seller entitle any Person to Seller terminate or between or among business units of Seller; (f) vary any contract which grants to any person a preferential or other right to purchase any of the Acquired Assets, the Other Equipment or the Inventory; (g) any contract, agreement or commitment with respect to the discharge or removal of Hazardous Materials by or from the Acquired Assets, the Other Equipment or the InventoryContract. (h) any confidentiality agreement with any person relating to a potential transaction for the sale of all or substantially all of the ownership interests or Acquired Assets or the Inventory, or with respect to a merger, reorganization or other business combination transaction involving Seller with such other person; (i) any other agreement or instrument material to the Business, the Acquired Assets, the Other Equipment or the Inventory or not made in the ordinary course of business. There is no course of dealing, waiver, arrangement, understanding or side letter or agreement applicable to any such contract of Seller.

Contracts and Commitments. (a) Schedule 2.16 2.15 attached hereto, as updated pursuant to ------------- Section 7.9 hereof, contains a true true, complete and complete correct list (and Seller has previously delivered to Buyer true and complete copies, other than those contracts referenced in (d) below) of all description of the following documents or agreements, or summaries of material oral contracts and agreements or understandings, relating related to the Business, the Acquired Assetswhether written or oral (collectively, the Other Equipment "Contracts"): --------- (i) all loan agreements, indentures, mortgages and guaranties to which the Seller is a party or by which the Seller or any of its property is bound; (ii) all pledges, conditional sale or title retention agreements, security agreements, equipment obligations, personal property leases and lease purchase agreements relating to any of the Assets to which the Seller is a party or by which the Seller or any of its property is bound; (iii) all contracts, agreements, commitments, purchase orders, licenses or other understandings or arrangements to which the Seller is a party or by which the Seller or any of its property is bound which (A) involve payments or receipts by the Seller of more than $10,000.00 in the case of any single contract, agreement, commitment, understanding or arrangement under which full performance (including payment) has not been rendered by all parties thereto or (B) which may materially adversely affect the condition (financial or otherwise) or the Inventory properties, assets, business or prospects of the Seller. (iv) all collective bargaining agreements, employment and consulting agreements, executive compensation plans, bonus plans, deferred compensation agreements, pension plans, retirement plans, employee stock option or purchase plans and group life, health and accident insurance and other employee benefit plans, agreements, arrangements or commitments to whichwhich the Seller is a party or by which the Seller or any of its property is bound; (v) all agency, on distributor, sales, representative and agreements to which the date of this Agreement, Seller is a party; (vi) all contracts, agreements or other understandings or arrangements between the Seller any stockholder or Affiliate of the Seller; (vii) all leases, whether operating, capital or otherwise, under which relate the Seller is lessor or lessee; (viii) all contracts, agreements and other documents or information relating to past disposal of waste (whether or affect not hazardous); and (ix) any other material agreement or contract entered into by the Seller. (i) each Contract is a valid and binding agreement of the Seller, enforceable against the Seller in accordance with its terms, and the Business, Seller does not have any knowledge that any Contract is not a valid and binding agreement of the Acquired Assets, other parties thereto; (ii) the Other Equipment, Seller has fulfilled all material obligations required pursuant to the Inventory or the Acquisition and all documents or agreements which may require any action or consent in connection with the Acquisition, as they may Contracts to have been amended performed by the Seller on its part prior to the date hereof. In addition to , and the foregoing, Seller has previously deliveredno reason to believe that it will not be able to fulfill, or will deliver within 30 days when due, all of its obligations under the Closing Date, true and complete copies of Contracts which remain to be performed after the referenced contracts and commitments, other than (i) the partnership or joint venture agreements relating to the GE C&I China Affiliates otherwise required by (b) below, (ii) the Backlog Contracts referenced in subpart (d) below, which will be listed in a summary format including customer name, price, shop-order number, product description, non-standard terms, warranty provisions, delivery dates and delivery locations and date hereof; (iii) where redactions the Seller is not in copies are required by applicable law breach of or regulation as determined default under any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute such a default, result in good faith by mutual agreement a loss of the parties: (a) rights or result in creation of any agreementlien, contract charge or commitment with any party containing any covenant limiting the ability of Seller encumbrance, thereunder or the Business to engage in business or to compete in any location or with any personpursuant thereto; (biv) any partnership or joint venture agreement with any party or any arrangements with any party with respect to the sharing best knowledge of the Seller, there is no existing breach or default by any other party to any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute a default by such other party, result in a loss of rights or result in the profits or revenues of the Business or by Seller on behalf of the Business in such partnership or joint venture, including any licensing, technology transfer or royalty agreements; (c) any agreement, contract or commitment relating to the future disposition or acquisition creation of any investment in lien, charge or encumbrance thereunder or pursuant thereto; (v) the Seller is not restricted by any party or of any interest in any Contract from on its business enterprise involving the Business or the Acquired Assets, the Other Equipment or the Inventory; (d) any contract or commitment for the sale or furnishing of materials, supplies, merchandise, equipment or services relating to the Backlog Contracts; (e) any written agreement, instrument or other arrangement, or any unwritten agreement, contract, commitment or other arrangement, between or among Seller and any of the Affiliates of parties related to Seller or between or among business units of Seller; (f) any contract which grants to any person a preferential or other right to purchase any of the Acquired Assets, the Other Equipment or the Inventory; (g) any contract, agreement or commitment with respect to the discharge or removal of Hazardous Materials by or from the Acquired Assets, the Other Equipment or the Inventory. (h) any confidentiality agreement with any person relating to a potential transaction for the sale of all or substantially all of the ownership interests or Acquired Assets or the Inventory, or with respect to a merger, reorganization or other business combination transaction involving Seller with such other person; (i) any other agreement or instrument material to the Business, the Acquired Assets, the Other Equipment or the Inventory or not made anywhere in the ordinary course of business. There is no course of dealing, waiver, arrangement, understanding or side letter or agreement applicable to any such contract of Seller.world; and

Contracts and Commitments. Schedule 2.16 contains a true and complete list (and Seller has previously delivered to Buyer true and complete copiesa) Except for contracts, other than those contracts referenced in (d) below) of all of the following documents or commitments, plans, agreements, or summaries arrangements, understandings and licenses described in Schedule 2.16(a) hereto (the “Material Contracts”), neither the Company nor any of material oral agreements or understandings, relating to the Business, the Acquired Assets, the Other Equipment or the Inventory to which, on the date of this Agreement, Seller its Subsidiaries is a party, or which relate party to or affect Seller and subject to any Contract (excluding purchase orders entered into in the Business, the Acquired Assets, the Other Equipment, the Inventory or the Acquisition and all documents or agreements which may require any action or consent in connection with the Acquisition, as they may have been amended to the date hereof. In addition to the foregoing, Seller has previously delivered, or will deliver within 30 days ordinary course of the Closing Date, true and complete copies of the referenced contracts and commitments, other than business): (i) for the partnership purchase of any commodity, material, equipment or joint venture agreements relating to asset (except for purchase orders in the GE C&I China Affiliates otherwise required by (b) belowordinary course of business, consistent with past practice, or contracts involving payments of less than $50,000 each); (ii) creating any obligations of the Backlog Contracts referenced in subpart (d) below, Company or any of its Subsidiaries after the Base Balance Sheet Date which will be listed in call for payments of more than $15,000 during any month for agreements without a summary format including customer name, price, shop-order number, product description, non-standard terms, warranty provisions, delivery dates and delivery locations and fixed term or more than $50,000 over the term of the agreement for agreements with a fixed term; (iii) where redactions in copies are required by applicable law or regulation as determined in good faith by mutual agreement of the parties: (a) any agreement, contract or commitment with any party containing any covenant limiting the ability of Seller or the Business to engage in business or to compete in any location or with any person; (b) any partnership or joint venture agreement with any party or any arrangements with any party with respect to the sharing of or in the profits or revenues of the Business or by Seller on behalf of the Business in such partnership or joint venture, including any licensing, technology transfer or royalty agreements; (c) any agreement, contract or commitment relating to the future disposition or acquisition of any investment in any party or of any interest in any business enterprise involving the Business or the Acquired Assets, the Other Equipment or the Inventory; (d) any contract or commitment providing for the sale or furnishing of materials, supplies, merchandise, equipment or services relating to the Backlog Contracts; (e) any written agreement, instrument or other arrangement, or any unwritten agreement, contract, commitment or other arrangement, between or among Seller and any of the Affiliates of parties related to Seller or between or among business units of Seller; (f) any contract which grants to any person a preferential or other right to purchase any of the Acquired Assets, the Other Equipment or the Inventory; (g) any contract, agreement or commitment with respect to the discharge or removal of Hazardous Materials by or from the Acquired Assets, the Other Equipment or the Inventory. (h) any confidentiality agreement with any person relating to a potential transaction for the sale of all or substantially all of the ownership interests or Acquired Assets or the Inventory, or with respect to its requirements of a merger, reorganization or other business combination transaction involving Seller with such other personparticular product from a supplier; (iiv) which by its terms does not terminate or is not terminable without premium or penalty by the Company or any other agreement of its Subsidiaries, as applicable (or instrument material to their respective successors or assigns) upon notice of ninety (90) days or less; (v) for the Business, the Acquired Assets, the Other Equipment sale or the Inventory or lease of its products not made in the ordinary course of business. There is no ; (vi) with any sales agent or distributor of products of the Company or any of its Subsidiaries; (vii) containing covenants limiting the freedom of the Company or any of its Subsidiaries to compete in any line of business or with any person or entity; (viii) for a license or franchise (as licensor or licensee or franchisor or franchisee); (ix) involving any arrangement or obligation with respect to the return of inventory or merchandise other than on account of a defect in condition, or failure to conform to the applicable contract; (x) with the United States government; (xi) which contains covenants as to noncompetition or nonsolicitation restricting or for the benefit of the Company or any of its Subsidiaries; or (excluding Contracts entered into in the ordinary course of dealingbusiness consistent with past practices) which contains covenants as to nondisclosure or confidentiality restricting or for the benefit of the Company or its Subsidiaries; or (xii) which is material to the assets or business of the Company or any of its Subsidiaries. (b) Each of the contracts, waivercommitments, arrangementplans, understanding agreements and licenses to which the Company or side letter any of its Subsidiaries is a party or agreement applicable to which the Company or any of its Subsidiaries is subject (whether written or oral), including those listed on Schedule 2.16(a) (each a “Contract”) is valid, binding and enforceable against the Company and its Subsidiaries, as applicable, and, to the Knowledge of the Company, against the other parties thereto; the Company and its Subsidiaries, as applicable, is in material compliance with all terms and conditions of each Contract; and neither the Company nor any of its Subsidiaries has given or received notice of any alleged violation of or default under any such contract Contract. (c) Except as set forth on Schedule 2.16(c), since January 1, 2007, neither the Company nor any of Sellerits Subsidiaries have experienced any termination, cancellation, limitation or modification or material and adverse change in any business relationship with any material supplier or material customer, nor has the Company or any of its Subsidiaries received notice or otherwise have Knowledge that any material customer or material supplier intends to cease, or materially reduce or change the terms of, doing business with the Company or any of its Subsidiaries or to terminate any agreement with the Company or any of its Subsidiaries, where any such action, individually or in the aggregate, has had or would have a Material Adverse Effect. Schedule 2.16(c) lists every material customer or supplier of the Company and each of its Subsidiaries and the amount of business with that customer. For purposes hereof, (i) a supplier is material if during fiscal 2005, 2006 or 2007, it accounted for more than five percent (5%) by value of the orders of the Company and its Subsidiaries, taken as a whole, for purchase of all their raw materials and other products essential to their manufacturing processes for such year, and (ii) a customer is material if it accounted for more than three percent (3%) by value of the orders of the Company and its Subsidiaries, taken as a whole, in either fiscal 2005, 2006 or 2007. (d) All of the Company’s sales and purchase commitments were made in the ordinary course of business, consistent with past practices.

Contracts and Commitments. a. Except as set forth in Schedule 2.16 contains 3.10(a) and agreements entered into by any Group Company after the date hereof in accordance with Section 6.01, no Group Company is party to or bound by, nor are any of the Assets subject to, any: i. Contract or indenture relating to Indebtedness (including Indebtedness of the Group Companies or in respect of which any Group Company is an obligee) or any letters of credit or similar instruments issued for the account of any Group Company or to mortgaging, pledging or otherwise placing a true and complete list Lien on any portion of the assets of the Group Companies; ii. lease or Contract under which it is lessee, or holds or operates any personal property or real property owned by any other party; iii. lease or Contract under which it is lessor of or permits any third party to hold or operate any personal property or real property; iv. Contract or group of related Contracts, excluding one-time purchase orders that are not automatically renewable by their terms, with the same party for the purchase of products or services that provide for annual payments by the Group Companies in excess of $1.5 million or requiring payments in excess of $3 million over the life of the Contract or group of related Contracts; v. Contract or group of related Contracts with a customer that provides annual net revenues to the Group Companies in excess of $1.5 million or requiring payments in excess of $3 million over the life of the Contract or group of related Contracts; vi. Contract relating to any business acquisition, or material acquisition of the shares or assets of another Person, completed or terminated by any Group Company within the last five (and Seller has previously delivered 5) years or that is currently pending; (A) Contract pursuant to Buyer true and complete copies, which a Group Company licenses or is otherwise permitted by a third party to use or register any material Intellectual Property Rights (other than those contracts referenced in (d) below) of all of the following documents any “shrink wrap,” “commercially available software package,” “click through” license or agreementsoff-the-shelf Software licenses commercially available on standard terms), or summaries (B) Contract pursuant to which a third party licenses or is permitted to use or register any Company-Owned IP Rights (other than licenses granted in the Ordinary Course of material oral agreements Business, including in connection with the sale or understandingslicensing of any products or services), relating in each case of clauses (A) and (B) that involved aggregate payments by or to the Business, Group Companies in excess of $1.5 million during the Acquired Assets, the Other Equipment or the Inventory to which, trailing twelve (12) month period ending on the date of this Agreementthe Latest Balance Sheet or in excess of $3 million over the life of the Contract; viii. Contract with a Specified Reseller or that contains any revenue sharing or profit sharing provision; ix. other than purchase and sale orders received by the Group Companies in the Ordinary Course of Business, Seller is any contractual obligation (or group of related contractual obligations) for the purchase or sale of inventory, raw materials, commodities, supplies, goods, products, equipment or other personal property, in each case, with any Specified Customer or Specified Vendor; x. Contract that (A) restricts the Company or a partySubsidiary from engaging in any line of business, developing, marketing or distributing products or services or obligates the Company or a Subsidiary not to compete with another Person or in any geographic area or during any period of time or that would otherwise limit the freedom of Parent or its Affiliates (including the Company) from engaging in any line of business after the Closing, (B) contains exclusivity obligations or restrictions binding on the Company or any of its Subsidiaries or that would be binding on Parent or any of its Affiliates (including the Company) after the Closing, (C) contains any “most favored nation” provision or grants to any Person a right of first refusal, a right of first refusal, right of first offer or an option to purchase, acquire, sell or dispose of any Assets (other than inventory in the Ordinary Course of Business) or (D) prohibits the Company or any of its Subsidiaries, or which relate that would prohibit Parent or any of its Affiliates (including the Company) after the Closing, from hiring or soliciting for hire any group of employees or customers; xi. collective bargaining agreement with respect to its employees; xii. Contract relating to any interest rate, foreign exchange, derivatives or affect Seller and the Business, the Acquired Assets, the Other Equipment, the Inventory hedging transaction; xiii. Contract that contains any indemnification rights or the Acquisition and all documents or agreements which may require any action or consent in connection with the Acquisition, as they may have been amended to the date hereof. In addition to the foregoing, Seller has previously deliveredobligations, or will deliver within 30 days of the Closing Date, true and complete copies of the referenced contracts and commitmentscredit support relating to such indemnification rights or obligations, other than (i) any of such indemnification rights or obligations incurred in the partnership or joint venture agreements relating to the GE C&I China Affiliates otherwise required by (b) below, (ii) the Backlog Contracts referenced in subpart (d) below, which will be listed in a summary format including customer name, price, shop-order number, product description, non-standard terms, warranty provisions, delivery dates and delivery locations and (iii) where redactions in copies are required by applicable law or regulation as determined in good faith by mutual agreement Ordinary Course of the parties:Business; (a) any agreement, contract or commitment xiv. Contract with any party containing Governmental Entity, or Order or consent of a Governmental Entity to which the Company or any covenant limiting the ability of Seller or the Business to engage in business or to compete in any location or with any personits Subsidiaries is subject; (b) any partnership or joint venture agreement with any party xv. Contract pursuant to which the Company or any arrangements with of its Subsidiaries has an obligation to make an investment in or loan to any party with respect to the sharing of or in the profits or revenues of the Business or by Seller on behalf of the Business in such partnership or other Person; xvi. partnership, joint venture, limited liability company or other similar agreements or arrangements (including any licensingagreement providing for joint research, technology transfer development or royalty agreementsmarketing); (c) any agreement, contract or commitment relating to the future disposition or acquisition of any investment in any party or of any interest in any business enterprise involving the Business or the Acquired Assets, the Other Equipment or the Inventory; (d) any contract or commitment for the sale or furnishing of materials, supplies, merchandise, equipment or services relating to the Backlog Contracts; (e) any written agreement, instrument or other arrangement, or any unwritten agreement, contract, commitment or other arrangement, between or among Seller and any of the Affiliates of parties related to Seller or between or among business units of Seller; (f) any contract which grants to any person a preferential or other right to purchase any of the Acquired Assets, the Other Equipment or the Inventory; (g) any contract, agreement or commitment with respect to the discharge or removal of Hazardous Materials by or from the Acquired Assets, the Other Equipment or the Inventory. (h) any confidentiality agreement with any person relating to a potential transaction for the sale of all or substantially all of the ownership interests or Acquired Assets or the Inventory, or with respect to a merger, reorganization or other business combination transaction involving Seller with such other person; (i) any other agreement or instrument material to the Business, the Acquired Assets, the Other Equipment or the Inventory or not made in the ordinary course of business. There is no course of dealing, waiver, arrangement, understanding or side letter or agreement applicable to any such contract of Seller.

Contracts and Commitments. (a) Schedule 2.16 contains 3.12(a) and the leases set forth in Schedule 3.13 comprise in the aggregate a true and complete list (and Seller has previously delivered to Buyer true and complete copies, other than those contracts referenced in (d) below) of all of the following documents or agreements, or summaries of material oral agreements or understandings, relating to the Business, the Acquired Assets, the Other Equipment or the Inventory to which, on the date of this Agreement, Seller is a party, or which relate to or affect Seller and the Business, the Acquired Assets, the Other Equipment, the Inventory or the Acquisition and all documents or agreements which may require any action or consent in connection with the Acquisition, as they may have been amended to the date hereof. In addition to the foregoing, Seller has previously delivered, or will deliver within 30 days of the Closing Date, true and complete copies of the referenced contracts and commitments, other than (i) the partnership or joint venture agreements relating to the GE C&I China Affiliates otherwise required by (b) below, (ii) the Backlog Contracts referenced in subpart (d) below, which will be listed in a summary format including customer name, price, shop-order number, product description, non-standard terms, warranty provisions, delivery dates and delivery locations and (iii) where redactions in copies are required by applicable law or regulation as determined in good faith by mutual agreement of the partiesof: (a) any agreement, contract or commitment with any party containing any covenant limiting the ability of Seller or the Business to engage in business or to compete in any location or with any person; (b) any partnership or joint venture agreement with any party or any arrangements with any party with respect to the sharing of or in the profits or revenues of the Business or by Seller on behalf of the Business in such partnership or joint venture, including any licensing, technology transfer or royalty agreements; (c) any agreement, contract or commitment relating to the future disposition or acquisition of any investment in any party or of any interest in any business enterprise involving the Business or the Acquired Assets, the Other Equipment or the Inventory; (d) any contract or commitment for the sale or furnishing of materials, supplies, merchandise, equipment or services relating to the Backlog Contracts; (e) any written agreement, instrument or other arrangement, or any unwritten agreement, contract, commitment or other arrangement, between or among Seller and any of the Affiliates of parties related to Seller or between or among business units of Seller; (f) any contract which grants to any person a preferential or other right to purchase any of the Acquired Assets, the Other Equipment or the Inventory; (g) any contract, agreement or commitment with respect to the discharge or removal of Hazardous Materials by or from the Acquired Assets, the Other Equipment or the Inventory. (h) any confidentiality agreement with any person relating to a potential transaction for the sale of all or substantially all of the ownership interests or Acquired Assets or the Inventory, or with respect to a merger, reorganization or other business combination transaction involving Seller with such other person; (i) any other agreement Contracts between the Seller or instrument material a Program Affiliate, on the one hand, and any Third Party, on the other, involving per annum payments in excess of [***] regarding research, development, manufacture, sale, distribution, or service with respect to the Business, the Acquired Assets, the Other Equipment HIV Program or the Inventory MEK Program; (ii) any outstanding purchase order or supply agreement issued by the Seller or any Program Affiliate in connection with the Programs representing an obligation in excess of [***] (iii) all joint venture, strategic alliance, partnership or similar agreements to which Seller or any Program Affiliate is a party that provide for the manufacture, marketing, sale or distribution of any products or services of the Programs; (iv) any material Contracts with any Affiliate of Seller or current or former officer, director or stockholder of Seller or its Affiliates relating to the Programs other than inter-company services agreements; (v) any Contracts containing covenants of Seller or any Program Affiliates not made to compete in any line of business or any geographical area relating to the Programs, or covenants of any other Person not to compete with Seller or any Program Affiliates anywhere in the world in the specific areas of the Programs; (vi) outstanding agreements of guaranty, surety or indemnification, direct or indirect, by Seller or any Program Affiliates in respect of the Programs other than express and implied product and service warranties and indemnities included in purchase orders, commercial Contracts, and other Contracts in the ordinary course of business. There is no course ; (vii) any Contracts other than the Assumed contracts that, to Seller’s knowledge, impose a material Lien other than a Permitted Lien on any of dealing, waiver, arrangement, understanding the Transferred Assets; (viii) any Contracts for the sale of any of the Transferred Assets or side letter or agreement applicable any Contracts for the grant to any such contract Person of any preferential rights to purchase any of the Transferred Assets of the Programs; (ix) any other Contracts material to the Programs involving per annum payments in excess of [***]; and (x) any other Assumed Contracts with aggregate obligations in excess of [***] (b) Seller has delivered to Purchaser copies of the documents identified on Schedule 3.12(a) and Schedule 3.13. (c) Each of the Assumed Contracts is in full force and effect and is the legal, valid and binding obligation of Seller or (Seller’s transferring Affiliate(s) where appropriate), enforceable against it in accordance with its terms, subject to Enforceability Exceptions. Neither Seller nor any Program Affiliate(s) is, to Seller’s knowledge, in default under any Assumed Contract, nor to Seller’s knowledge, is any other party in default thereunder, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder. No party to any of the Assumed Contracts has given Seller or any Program Affiliate written notice of the exercise of any termination rights with respect thereto. Except for Third Party consents to the Assumed Contracts listed on Schedule 3.12(c), no Transfer of an Assumed Contract to Purchaser pursuant hereto requires any consent of any other Person or will constitute a breach or default thereunder (including a breach or default after giving notice or the lapse of time).

Contracts and Commitments. Except for those contracts listed on Schedule 2.16 contains 3.14 (the “Material Contracts”), neither the Company nor any of its Subsidiaries is a true party to: (a) any material distributor, dealer, manufacturer’s representative or sales agency agreement; (b) any original equipment manufacturer agreement; (c) any agreement with another Person (i) materially limiting or restricting the ability of the Company or any Subsidiary to enter into or engage in any market, line of business or geographic area, (ii) requiring the Company or any of its Subsidiaries to deal on an exclusive basis with any Person; or (iii) containing any provisions requiring the Company or any Subsidiary to offer any Person terms or concessions at least as favorable as offered to one or more parties; (d) any agreement with any current officer, director, stockholder or Affiliate of the Company or any of its Subsidiaries; (e) any agreement for the employment of any officer, individual employee or other person on a full time, part-time, consulting or other basis providing annual compensation in excess of $100,000 or which cannot be terminated by the Company or any Subsidiary thereof on less than thirty (30) days’ notice without liability for any penalty, payment or other obligation; (f) collective bargaining agreement or other agreement with any trade union or employee organization in respect of or affecting employees; (g) any agreements for the sale of any of the properties, rights or assets of the Company or any of its Subsidiaries (other than inventory in the ordinary course of business for consideration in excess of $50,000); (h) any agreement relating to the acquisition by the Company or any of its Subsidiaries of any operating business or the assets or capital stock of any other Person with respect to which the Company or any of its Subsidiaries has any continuing rights or obligations; (i) any agreements relating to the incurrence, assumption, surety or guarantee of any Indebtedness and complete list any performance bonds or letters of credit, whether or not drawn or called; (and Seller j) any agreement related to material Intellectual Property Assets; (k) (i) any agreement the Company or any of its Subsidiaries has previously delivered made payments under of more than $100,000 in the twelve (12) calendar months ended April 30, 2015 or (ii) any agreement which requires or contemplates payments by the Company or any of its Subsidiaries of more than $100,000 in the twelve (12) full calendar months after April 30, 2015; (i) any agreement the Company or any of its Subsidiaries has received payments pursuant to, of more than $100,000 in the twelve (12) calendar months ended April 30, 2015, or (ii) any agreement which requires or contemplates payments to Buyer true and complete copiesthe Company or any of its Subsidiaries of more than $100,000 in the twelve (12) full calendar months after April 30, 2015; (m) any deposit agreements, indentures, mortgages, pledge agreements, security agreements, deeds of trust, conditional sale agreements or other agreements granting a Lien (other than Permitted Liens) on any of the assets of the Company or any of its Subsidiaries to any Person; or (n) any joint venture, strategic alliance, partnership, limited partnership or other similar agreements; (o) any agreement containing a right of first refusal, first offer or first negotiation or is a requirements contract; (p) any agreement that relates to the issuance or ownership of any securities, equity, ownership or voting interests, or securities convertible into or exchangeable for securities, equity, ownership or voting interests of the Company or any of its Subsidiaries; (q) any agreement or contract containing any “earn-out”, contingent or deferred purchase price or similar contingent payment obligation or any material indemnification obligations; and (r) any agreement with any employee or other service provider of the Company or any of its Subsidiaries containing any retention, “change of control” or similar provision that may be triggered by the transactions contemplated by this Agreement or any agreement as to length of notice or severance payment required to terminate his or her employment, other than those contracts referenced in (d) below) such arising from any applicable law from the employment of all of the following documents an employee without an agreement as to notice or agreements, or summaries of material oral agreements or understandings, relating severance. Prior to the Business, the Acquired Assets, the Other Equipment or the Inventory to which, on the date of this Agreement, Seller is a partythe Company has made available to the Buyer true, or which relate correct and complete copies of all Material Contracts; provided, however, that the Company has not disclosed to or affect Seller and the BusinessBuyer certain confidentiality agreements entered into with other prospective bidders prior to May 12, the Acquired Assets, the Other Equipment, the Inventory or the Acquisition and all documents or agreements which may require any action or consent 2015 in connection with the Acquisitionsale of the Company, as they may have been amended which the Company will provide to the date hereofBuyer on Closing and none of which contains any obligations of the Company or any of its Subsidiaries other than those contained in the Confidentiality Agreement. In addition Each Material Contract is in full force and effect and is the legal, valid and binding obligation of the Company and/or its Subsidiaries, enforceable against them in accordance with its terms, and to the foregoingCompany’s knowledge, Seller has previously deliveredthe other parties thereto, except as such enforceability may be limited by General Enforceability Exceptions. There exists no breach or default (or event which with or without the lapse of time or the giving of notice, or will deliver within 30 days both would constitute a breach or default), under any Material Contract by the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has given any written or other notice that it intends to terminate a Material Contract, nor has any of the Closing DateCompany or any of its Subsidiaries received any written notice or, true and complete copies to the Company’s knowledge, other notice, that any other party to any Material Contract intends to terminate a Material Contract. The consummation of the referenced contracts transactions contemplated hereunder will not cause (A) any Material Contract to cease to be in full force and commitmentseffect, other than (iB) the partnership breach of any terms or joint venture agreements relating to the GE C&I China Affiliates otherwise required by (b) belowconditions of any Material Contract, (iiC) the Backlog Contracts referenced forfeiture or impairment of any material rights under any Material Contract or (D) any penalty or other adverse consequence under any Material Contract, in subpart (d) below, which will be listed in a summary format including customer name, price, shop-order number, product description, non-standard terms, warranty provisions, delivery dates and delivery locations and (iii) where redactions in copies are required by applicable law or regulation as determined in good faith by mutual agreement any of the parties: foregoing clauses (aB) any agreementthrough (D) that, contract or commitment with any party containing any covenant limiting the ability of Seller or the Business to engage in business or to compete in any location or with any person; (b) any partnership or joint venture agreement with any party or any arrangements with any party with respect to the sharing of individually or in the profits or revenues of the Business or by Seller on behalf of the Business in such partnership or joint ventureaggregate, including any licensing, technology transfer or royalty agreements; (c) any agreement, contract or commitment relating to the future disposition or acquisition of any investment in any party or of any interest in any business enterprise involving the Business or the Acquired Assets, the Other Equipment or the Inventory; (d) any contract or commitment for the sale or furnishing of materials, supplies, merchandise, equipment or services relating to the Backlog Contracts; (e) any written agreement, instrument or other arrangement, or any unwritten agreement, contract, commitment or other arrangement, between or among Seller and any of the Affiliates of parties related to Seller or between or among business units of Seller; (f) any contract which grants to any person a preferential or other right to purchase any of the Acquired Assets, the Other Equipment or the Inventory; (g) any contract, agreement or commitment with respect to the discharge or removal of Hazardous Materials by or from the Acquired Assets, the Other Equipment or the Inventory. (h) any confidentiality agreement with any person relating to a potential transaction for the sale of all or substantially all of the ownership interests or Acquired Assets or the Inventory, or with respect to a merger, reorganization or other business combination transaction involving Seller with such other person; (i) any other agreement or instrument would be material to the Company or would interfere in any respect with the conduct of the Business, the Acquired Assets, the Other Equipment or the Inventory or not made in the ordinary course of business. There is no course of dealing, waiver, arrangement, understanding or side letter or agreement applicable to any such contract of Seller.

Contracts and Commitments. (a) Schedule 2.16 3.10 contains a true true, complete and complete correct list (and Seller has previously delivered to Buyer true and complete copies, other than those contracts referenced in (d) below) of all of the following documents or agreements, or summaries of material oral agreements or understandings, relating to the Business, the Acquired Assets, the Other Equipment or the Inventory to which, on the date of this Agreement, Seller is a party, or which relate to or affect Seller and the Business, the Acquired Assets, the Other Equipment, the Inventory or the Acquisition and all documents or agreements which may require any action or consent in connection with the Acquisition, as they may have been amended to the date hereof. In addition to the foregoing, Seller has previously delivered, or will deliver within 30 days of the Closing Date, true and complete copies of the referenced written contracts and commitments, other than agreements (the "PPL Material Contracts"): (i) all contracts, agreements, commitments, purchase orders or other understandings or arrangements to which PPL is a party or by which PPL or its properties is bound which involve payments or receipts by PPL of more than US$5,000 in the partnership case of any single contract, agreement, commitment, understanding or joint venture agreements relating to the GE C&I China Affiliates otherwise required arrangement under which full performance (including payment) has not been rendered by (b) below, all parties thereto; (ii) the Backlog Contracts referenced in subpart (d) belowall collective bargaining agreements, employment and consulting agreements, executive compensation plans, bonus plans, deferred compensation agreements, pension plans, retirement plans, employee stock option or stock purchase plans and group life, health and accident insurance and other employee benefit plans, agreements, arrangements or commitments to which will be listed in PPL is a summary format including customer name, price, shop-order number, product description, non-standard terms, warranty provisions, delivery dates and delivery locations and party or by which PPL or any of its properties is bound; and (iii) where redactions in copies are required by applicable law all material leases, whether operating, capital or regulation as determined in good faith by mutual agreement of the parties: (a) any agreementotherwise, contract under which PPL is lessor or commitment with any party containing any covenant limiting the ability of Seller or the Business to engage in business or to compete in any location or with any person;lessee. (b) PPL has no other material agreements and commitments, including, to the extent material, but not limited to: (i) pledges, conditional sale or title retention agreements, security agreements, equipment obligations, and lease agreements relating to any partnership of PPL's assets to which PPL is a party or joint venture agreement by which PPL is bound; (ii) contracts, agreements, commitments, purchase orders or other understandings or arrangements involving payment by PPL of US$5,000 or more and relating to PPL's business or assets to which PPL is a party or by which PPL is bound under which full performance (including payment) has not been rendered by all parties thereto, or which may materially adversely affect the financial condition of its business; (iii) distribution agreements, agency agreements, franchises or similar agreements to which PPL is a party or by which it is bound affecting its business; or (iv) contracts under which full performance (including payment) has not been rendered by PPL with any party stockholder, current or former director, any arrangements lessor connected with any party with respect to the sharing of a stockholder or in the profits current or revenues of the Business former director, employee, consultant, agent, representative or by Seller on behalf of the Business in such partnership or joint venturesecurity holder, including any licensingemployment, technology transfer consulting or royalty agreementsdeferred compensation agreement and any executive compensation, bonus or incentive plan agreement; (cv) any agreement, contract or commitment relating to the future disposition or acquisition of any investment in any party or of any interest in any business enterprise involving the Business or the Acquired Assets, the Other Equipment or the Inventory; (d) any contract or commitment contracts for the sale or furnishing purchase, sale, lease of materials, supplies, merchandise, equipment or capital assets, or the receipt of services relating to by PPL, (i) the Backlog Contracts;performance of which will extend over a period of more than one year and involve consideration in excess of US$5,000 (excluding contracts that may be terminated without penalty on notice of 90 days or less), or (ii) involve consideration in excess of US$5,000; or (evi) any written agreement, instrument or other arrangement, or any unwritten agreement, contract, commitment or other arrangement, between or among Seller contracts of guarantee and any of the Affiliates of parties related to Seller or between or among business units of Seller; (f) any contract which grants to any person a preferential or other right to purchase any of the Acquired Assets, the Other Equipment or the Inventory; (g) any contract, agreement or commitment with respect to the discharge or removal of Hazardous Materials by or from the Acquired Assets, the Other Equipment or the Inventoryindemnification. (hc) Except as disclosed on Schedule 3.10, PPL is not in default in any confidentiality agreement with material respect under any person relating PPL Material Contract, and no event has occurred which, after notice or lapse of time, or both, would constitute such a default, result in a loss of material rights or result in the creation of any material lien, charge or encumbrance, under any such contract, and to a potential transaction for the sale of all or substantially all Knowledge of the ownership interests or Acquired Assets or the InventorySeller, or with respect to a merger, reorganization or other business combination transaction involving Seller with such other person; (ix) there is no existing material default by any other agreement or instrument material to the Business, the Acquired Assets, the Other Equipment or the Inventory or not made in the ordinary course of business. There is no course of dealing, waiver, arrangement, understanding or side letter or agreement applicable party to any such contract contract, and (y) no event has occurred which, after notice or lapse of Sellertime, or both, would constitute a material default by such other party, result in a loss of material rights or result in the creation of any material lien, charge or encumbrance, under any such contract.

Contracts and Commitments. (a) Schedule 2.16 3.16 attached hereto contains a true true, complete and complete ------------- correct list (and Seller has previously delivered to Buyer true and complete copies, other than those contracts referenced in (d) below) of all description of the following contracts and agreements, whether written or oral (collectively, the "Contracts"): (1) all loan agreements, indentures, mortgages and guaranties to which the Company or any of the Subsidiaries is a party or by which the Company or any of the Subsidiaries or any of their property is bound; (2) all pledges, conditional sale or title retention agreements, security agreements, equipment obligations, personal property leases and lease purchase agreements to which the Company or any of the Subsidiaries is a party or by which the Company or any of the Subsidiaries or any of their property is bound; (3) all contracts, agreements, commitments, (other than purchase orders) or other understandings or arrangements to which the Company or any of the Subsidiaries is a party or by which the Company or any of the Subsidiaries or any of their property is bound which (A) involve payments or receipts by the Company or any of the Subsidiaries of more than $25,000 in the case of any single contract, agreement, commitment, understanding or arrangement under which full performance (including payment) has not been rendered by all parties thereto or (B) which may materially adversely affect the condition (financial or otherwise) or the properties, assets, business or prospects of the Company or any of the Subsidiaries; (4) all collective bargaining agreements, employment and consulting agreements, executive compensation plans, bonus plans, deferred compensation agreements, pension plans, retirement plans, employee stock option or stock purchase plans and group life, health and accident insurance and other employee benefit plans, agreements, arrangements or commitments to which the Company or any of the Subsidiaries is a party or by which the Company or any of the Subsidiaries or any of their property is bound; (5) all agency, distributor, sales representative, franchise or similar agreements to which the Company or any of the Subsidiaries is a party or by which the Company or any of the Subsidiaries or any of their property is bound; (6) all contracts, agreements or other understandings or arrangements between the Company and any of the Subsidiaries (including, but not limited to, any tax sharing arrangements) or between the Company and the Parent or their affiliates; (7) all leases, whether operating, capital or otherwise, under which the Company or any of the Subsidiaries is lessor or lessee; (8) all contracts, agreements and other documents or agreementsinformation relating to past disposal of waste (whether or not hazardous), or summaries and sales of material oral steel scrap, prototypes, tools and dies; (9) all contracts, agreements or understandingsother arrangements imposing a non-competition or non-solicitation obligation on the Company or any of its Subsidiaries; and (10) any other material agreements or contracts (other than purchase orders) entered into by the Company or any of the Subsidiaries. (1) Each Contract is a valid and binding agreement of the Company or the relevant Subsidiary, relating enforceable against the Company or the relevant Subsidiary in accordance with its terms, and, to the Businessbest of the Parent's knowledge, each Contract is a valid and binding agreement of the Acquired Assets, other parties thereto; (2) the Other Equipment Company or the Inventory relevant Subsidiary has fulfilled all material obligations required pursuant to whichthe Contracts to have been performed by the Company or the relevant Subsidiary, as the case may be, on the date of this Agreement, Seller is a party, or which relate to or affect Seller and the Business, the Acquired Assets, the Other Equipment, the Inventory or the Acquisition and all documents or agreements which may require any action or consent in connection with the Acquisition, as they may have been amended its part prior to the date hereof. In addition , and to the foregoing, Seller has previously delivered, or will deliver within 30 days best of the Parent's knowledge it will be able to fulfill, when due, all of its obligations under the Contracts which remain to be performed after the date hereof; the Company's outstanding purchase orders on the Closing DateDate provide for a number of units to be delivered that are consistent with the Company's historical capacity to produce such number of units within the prescribed contractual period; (3) the Company or the relevant Subsidiary is not in breach of or default in any material respect under any Contract, true and complete copies and, to the best knowledge of the referenced contracts Parent, no event has occurred which with the passage of time or giving of notice or both would constitute such a default, result in a loss of rights or result in the creation of any lien, charge or encumbrance, thereunder or pursuant thereto; (4) to the best knowledge of the Parent, there is no existing breach or default by any other party of a material obligation under any Contract, and commitmentsto the best knowledge of the Parent no event has occurred which with the passage of time or giving of notice or both would constitute a default by such other party, other than result in a loss of rights or result in the creation of any lien, charge or encumbrance thereunder or pursuant thereto; (i5) the partnership or joint venture agreements there are not and, since October 1, 1996 have not been, any claims material in amount of a non-routine nature relating to the GE C&I China Affiliates otherwise required Company or any Subsidiary by (b) below, (ii) the Backlog Contracts referenced in subpart (d) below, which will be listed in a summary format including customer name, price, shop-order number, product description, non-standard terms, warranty provisions, delivery dates and delivery locations and (iii) where redactions in copies are required by applicable law or regulation as determined in good faith by mutual agreement customers of the parties: (a) Company or any agreementof the Subsidiaries under any warranties, contract whether express or commitment with any party containing any covenant limiting the ability of Seller or the Business to engage in business or to compete in any location or with any personimplied; (b6) the Company and the Subsidiaries are not restricted by any partnership or joint venture agreement with any party or any arrangements with any party with respect to the sharing of or Contract from carrying on their business anywhere in the profits or revenues world; and (7) neither the Company nor any of the Business Subsidiaries has any written or by Seller on behalf of the Business in such partnership oral contracts to sell products or joint ventureperform services which are expected to be performed at, including any licensingor to result in, technology transfer or royalty agreements;a loss. (c) any agreementTrue, contract correct and complete (in all material respects) copies of all Contracts have previously been delivered by the Company or commitment relating the Parent to the future disposition or acquisition of any investment in any party or of any interest in any business enterprise involving the Business or the Acquired Assets, the Other Equipment or the Inventory; (d) any contract or commitment for the sale or furnishing of materials, supplies, merchandise, equipment or services relating to the Backlog Contracts; (e) any written agreement, instrument or other arrangement, or any unwritten agreement, contract, commitment or other arrangement, between or among Seller and any of the Affiliates of parties related to Seller or between or among business units of Seller; (f) any contract which grants to any person a preferential or other right to purchase any of the Acquired Assets, the Other Equipment or the Inventory; (g) any contract, agreement or commitment with respect to the discharge or removal of Hazardous Materials by or from the Acquired Assets, the Other Equipment or the InventoryBuyer. (h) any confidentiality agreement with any person relating to a potential transaction for the sale of all or substantially all of the ownership interests or Acquired Assets or the Inventory, or with respect to a merger, reorganization or other business combination transaction involving Seller with such other person; (i) any other agreement or instrument material to the Business, the Acquired Assets, the Other Equipment or the Inventory or not made in the ordinary course of business. There is no course of dealing, waiver, arrangement, understanding or side letter or agreement applicable to any such contract of Seller.

Contracts and Commitments. (a) Schedule 2.16 2.13 hereto contains a true and complete list of each written contract of the Seller that is material to the Seller, including but not limited to the following: (i) all employment contracts between the Seller and Seller has previously delivered to Buyer true and complete copiesits employees, other than those terminable by the Seller at will and without payment or penalty; (ii) all collective bargaining agreements and union contracts referenced to which the Seller is a party; (iii) all written contracts with distributors, brokers, manufacturer's representatives, sales representatives, service or warranty representatives, customers, and other persons, firms, or corporations engaged in (d) below) of all the sale or distribution of the following documents Seller's products; (iv) all presently open purchase orders issued by the Seller in excess of $5,000, all sales orders received by the Seller in excess of $5,000 that have not yet been completed, and all purchase or agreements, sales orders that call for delivery or summaries of material oral agreements or understandings, relating to the Business, the Acquired Assets, the Other Equipment or the Inventory to which, performance on a date more than one year from the date of this Agreement; (v) all written contracts between the Seller or any person or entity that controls, is controlled by, or is under common control with, the Seller or any family member of any such person (such entity or person, being hereinafter referred to as an "Affiliate"); (vi) all written contracts under which the Seller is either a party, ▇▇▇▇▇▇ or bailee including without limitation written contracts for the bailment of vehicles; (Vii) all agreements pursuant to which relate to the Seller acquired the Trade Name or affect Seller a substantial portion of its assets; and the Business, the Acquired Assets, the Other Equipment, the Inventory or the Acquisition and (viii) all documents or agreements which may require any action or consent in connection with the Acquisition, as they may have been amended to the date hereof. In addition to the foregoing, Seller has previously delivered, or will deliver within 30 days other written executory contracts of the Closing Date, true and complete copies of the referenced contracts and commitments, Seller reflecting obligations for borrowed money or for other than (i) the partnership indebtedness or joint venture agreements relating to the GE C&I China Affiliates otherwise required by (b) below, (ii) the Backlog Contracts referenced in subpart (d) below, which will be listed in a summary format including customer name, price, shop-order number, product description, non-standard terms, warranty provisions, delivery dates and delivery locations and (iii) where redactions in copies are required by applicable law or regulation as determined in good faith by mutual agreement of the parties: (a) any agreement, contract or commitment with any party containing any covenant limiting the ability of Seller or the Business to engage in business or to compete in any location or with any person;guaranties thereof. (b) To the best of Seller's present knowledge and without investigation, the Seller is not a party to any partnership or joint venture agreement with written contract that would restrict it from engaging in any party or any arrangements with any party with respect to the sharing of or in the profits or revenues of the Business or by Seller on behalf of the Business in such partnership or joint venture, including any licensing, technology transfer or royalty agreements;business. (c) any agreementTo the best of Seller's present knowledge and without investigation, contract or commitment relating to the future disposition or acquisition of any investment in any party or of any interest in any business enterprise involving the Business or the Acquired Assets, the Other Equipment or the Inventory; (d) any contract or commitment for the sale or furnishing of materials, supplies, merchandise, equipment or services relating to the Backlog Contracts; (e) any written agreement, instrument or other arrangement, or any unwritten agreement, contract, commitment or other arrangement, between or among Seller and any each of the Affiliates of parties related to Seller or between or among business units of Seller; (f) any contract which grants to any person a preferential or other right to purchase any of the Acquired Assetscontracts listed on Schedule 2.13 is valid and binding, the Other Equipment or the Inventory; (g) any contract, agreement or commitment with respect to the discharge or removal of Hazardous Materials by or from the Acquired Assets, the Other Equipment or the Inventory. (h) any confidentiality agreement with any person relating to a potential transaction for the sale of all or substantially all of the ownership interests or Acquired Assets or the Inventory, or with respect to a merger, reorganization or other business combination transaction involving Seller with such other person; (i) any other agreement or instrument material to the Business, the Acquired Assets, the Other Equipment or the Inventory or not made and each has been entered into in the ordinary course of business. There is no course of dealing, waiver, arrangement, understanding or side letter or agreement applicable to any such contract To the best of Seller's present knowledge and without investigation, the Seller is not in default of the contracts described in this Section 2.13.

Contracts and Commitments. Schedule 2.16 contains a true and complete list (and Seller has previously delivered to Buyer true and complete copies, other than those contracts referenced in (da) below) of all Section 3.18 of the following documents or agreements, or summaries of material oral agreements or understandings, relating to the Business, the Acquired Assets, the Other Equipment or the Inventory to which, on the date of this Agreement, Seller is a party, or which relate to or affect Seller and the Business, the Acquired Assets, the Other Equipment, the Inventory or the Acquisition and all documents or agreements which may require any action or consent in connection with the AcquisitionDisclosure Schedule sets forth, as they may have been amended to of the date hereof. In addition to the foregoing, Seller has previously delivereda true, complete and correct list of every contract, agreement, loan, lease, license, guarantee, understanding or will deliver within 30 days of the Closing Date, true and complete copies of the referenced contracts and commitments, other than commitment that (i) provides for future payments by the partnership Company or joint venture agreements relating any Company Subsidiary, or to the GE C&I China Affiliates otherwise required by (b) below, (ii) the Backlog Contracts referenced in subpart (d) below, which will be listed in a summary format including customer name, price, shop-order number, product description, non-standard terms, warranty provisions, delivery dates and delivery locations and (iii) where redactions in copies are required by applicable law or regulation as determined in good faith by mutual agreement of the parties: (a) any agreement, contract or commitment with any party containing any covenant limiting the ability of Seller or the Business to engage in business or to compete in any location or with any person; (b) any partnership or joint venture agreement with any party Company or any arrangements with Company Subsidiary, of more than $500,000 per annum and has an unexpired term exceeding one year and may not be canceled upon 60 days' notice without any party with respect to the sharing of liability, penalty or in the profits premium (excluding purchase orders, invoices and leasing transactions entered into or revenues of the Business or by Seller on behalf of the Business in such partnership or joint venture, including any licensing, technology transfer or royalty agreements; (c) any agreement, contract or commitment relating to the future disposition or acquisition of any investment in any party or of any interest in any business enterprise involving the Business or the Acquired Assets, the Other Equipment or the Inventory; (d) any contract or commitment for the sale or furnishing of materials, supplies, merchandise, equipment or services relating to the Backlog Contracts; (e) any written agreement, instrument or other arrangement, or any unwritten agreement, contract, commitment or other arrangement, between or among Seller and any of the Affiliates of parties related to Seller or between or among business units of Seller; (f) any contract which grants to any person a preferential or other right to purchase any of the Acquired Assets, the Other Equipment or the Inventory; (g) any contract, agreement or commitment with respect to the discharge or removal of Hazardous Materials by or from the Acquired Assets, the Other Equipment or the Inventory. (h) any confidentiality agreement with any person relating to a potential transaction for the sale of all or substantially all of the ownership interests or Acquired Assets or the Inventory, or with respect to a merger, reorganization or other business combination transaction involving Seller with such other person; (i) any other agreement or instrument material to the Business, the Acquired Assets, the Other Equipment or the Inventory or not made incurred in the ordinary course of business); (ii) was entered into by the Company or a Company Subsidiary with an Affiliate, a stockholder, officer, director or significant employee of the Company, a Company Subsidiary or Seller; (iii) is a collective bargaining or similar agreement; (iv) involves an agreement with any bank, finance company or other organization for Indebtedness of the Company or any Company Subsidiary; (v) restricts the Company or any Company Subsidiary from engaging in any business or activity anywhere in the world, other than restrictions which are immaterial to the conduct of the Business; or (vi) is an employment agreement, consulting agreement, severance or termination agreement or similar arrangement. There Section 3.18 of the Disclosure Schedule (which shall be delivered no later than four days from the date hereof) sets forth, as of the date hereof, a true, complete and correct list of all ▇▇▇▇▇, springs and other water sources used by the Company or any Company Subsidiary in its business. (b) As of the date hereof, (i) there is no course not and, to the Knowledge of dealingSeller, waiver, arrangement, understanding there has not been claimed or side letter or agreement applicable alleged by any Person with respect to any such contract listed or which should be listed in Section 3.18 of the Disclosure Schedule any existing default or event that, with notice or lapse of time or both, would constitute a default or event of default on the part of the Company or any Company Subsidiary or, to the Knowledge of Seller, on the part of any other party thereto, except such defaults, events of default and other events that would not result in a Company Material Adverse Effect and (ii) no consent, approval, authorization or waiver from, or notice to, any Governmental Entity or other Person is required in order to maintain in full force and effect any of the contracts listed or which should be listed in Section 3.18 of the Disclosure Schedule, other than (A) such consents and waivers that have been obtained and are unconditional and in full force and effect and such notices that have been duly given and (B) such consents, approvals, authorizations, waivers or notices, the failure of which to have or give would not have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary is in default with respect to any contract listed or which should be listed in Section 3.18 of the Disclosure Schedule, except as would not reasonably be expected to result in a Company Material Adverse Effect.

Contracts and Commitments. Schedule 2.16 contains a true and complete list (and Seller has previously delivered to Buyer true and complete copies, other than those contracts referenced in (d) below) of all of the following documents or agreements, or summaries of material oral agreements or understandings, relating to the Business, the Acquired Assets, the Other Equipment or the Inventory to which, on the date of this Agreement, Seller is a party, or which relate to or affect Seller and the Business, the Acquired Assets, the Other Equipment, the Inventory or the Acquisition and all documents or agreements which may require any action or consent in connection with the Acquisition, as they may have been amended to the date hereof. In addition to the foregoing, Seller has previously delivered, or will deliver within 30 days of the Closing Date, true and complete copies of the referenced contracts and commitments, other than (i) the partnership or joint venture agreements relating to the GE C&I China Affiliates otherwise required by (b) below, (ii) the Backlog Contracts referenced in subpart (d) below, which will be listed in a summary format including customer name, price, shop-order number, product description, non-standard terms, warranty provisions, delivery dates and delivery locations and (iii) where redactions in copies are required by applicable law or regulation as determined in good faith by mutual agreement of the parties: (a) any agreement, contract or commitment with any party containing any covenant limiting the ability of Seller or the Business to engage in business or to compete in any location or with any person; (bExcept as set forth on Schedule 3.14(a) any partnership or joint venture agreement with any party or any arrangements with any party with respect to the sharing of or in the profits or revenues of the Business or by Seller on behalf of the Business in such partnership or joint venture, including any licensing, technology transfer or royalty agreements; (c) any agreement, contract or commitment relating to the future disposition or acquisition of any investment in any party or of any interest in any business enterprise involving the Business or the Acquired AssetsCompany Disclosure Schedule, the Other Equipment Company is not a party to or the Inventory; (d) any contract or commitment for the sale or furnishing of materials, supplies, merchandise, equipment or services relating to the Backlog Contracts; (e) any written agreement, instrument or other arrangement, or any unwritten agreement, contract, commitment or other arrangement, between or among Seller and bound by any of the Affiliates of parties related to Seller or between or among business units of Seller; (f) any contract which grants to any person a preferential or other right to purchase any of the Acquired Assets, the Other Equipment or the Inventory; (g) any contract, agreement or commitment with respect to the discharge or removal of Hazardous Materials by or from the Acquired Assets, the Other Equipment or the Inventory. (h) any confidentiality agreement with any person relating to a potential transaction for the sale of all or substantially all of the ownership interests or Acquired Assets or the Inventory, or with respect to a merger, reorganization or other business combination transaction involving Seller with such other person;following: (i) any Contract that provides for post-employment or post-consulting liabilities or obligations, including severance pay; (ii) any Contract under which payments or obligations will be increased, accelerated or vested by the occurrence (whether alone or in conjunction with any other agreement event) of any of the transactions contemplated by this Agreement, including the Merger, or instrument material under which the value of the payments or obligations will be calculated on the basis of any of the transactions contemplated by this Agreement, including the Merger, whether pursuant to a change in control or otherwise; (iii) any Contract currently in force relating to the Businessdisposition or acquisition of assets where the fair market value of such assets exceeds $100,000, the Acquired Assets, the Other Equipment or the Inventory or not made in each case other than inventory sold in the ordinary course of business. There ; (iv) any Contract relating to an ownership interest in any corporation, partnership, joint venture or other business enterprise or Person; (v) any Contract for the purchase of materials, supplies, equipment or services, under which the aggregate payments made to one party or group of related parties during the past twelve (12) months exceeded, or for the following twelve (12) months is no expected to exceed, $100,000; (vi) any Contract relating to the guarantee (whether absolute or contingent) by the Company of (A) the performance of any other Person (other than the Company) or (B) the whole or any part of the indebtedness or liabilities of any other Person (other than the Company); (vii) any Contract relating to the indemnification by the Company of its officers, directors, managers or agents; (viii) any material Contract of indemnification or guaranty; (ix) any power of attorney authorizing the incurrence of an obligation on the part of the Company; (x) any Contract which limits or restricts (A) where the Company may conduct business, (B) the type or lines of business (current or future) in which the Company may engage or (C) any acquisition of assets or stock (tangible or intangible) by the Company; (xi) any Contract under which the aggregate payments or receipts for the past twelve (12) months exceeded, or for the following twelve (12) months is expected to exceed, $100,000; (xii) any Contract for the borrowing or lending of money, or the availability of credit (except credit extended by the Company to customers in the ordinary course of dealing, waiver, arrangement, understanding or side letter or agreement applicable business and consistent with past practice); (xiii) any Contract relating to any hedging, option (other than options granted to service providers in connection with the performance of services), derivative or other similar transaction and any foreign exchange position or contract for the exchange of currency; (xiv) any collective bargaining agreements; (xv) any Contract relating to the employment of individuals who serve as officers of the Company; or (xvi) any Contract that would otherwise be required to be filed as an exhibit to a periodic report under the Exchange Act, as provided by Item 601 of Regulation S-K promulgated under the Exchange Act. Each Contract of the type described in this Section 3.14(a) and in existence as of the date hereof is referred to herein as a “Company Contract”. (b) An accurate and complete copy of each Company Contract (including all amendments thereto) has been made available to Parent. (c) Neither the Company nor, to the knowledge of the Company, any other party to a Company Contract, is in material breach, violation or default under, or has received written notice that it has breached, violated or defaulted under (nor, to the knowledge of the Company, does there exist any condition under which, with the passage of time or the giving of notice or both, would reasonably be expected to cause such contract a breach, violation or default under), any Company Contract material to the Company’s operation of Sellerits business. (d) Each Company Contract is a valid, binding and enforceable obligation of the Company and, to the knowledge of the Company, of the other party or parties thereto, in accordance with its terms and is in full force and effect, in each case except to the extent enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally or by general equitable principles or by principles of good faith and fair dealing (regardless of whether enforcement is sought in equity or at law).

Contracts and Commitments. Schedule 2.16 contains a true and complete list (and Seller has previously delivered to Buyer true and complete copiesFor purposes of this Section 2.18, other than those contracts referenced in (d) below) of all the term "Contract" means any contract of the following documents Company, whether written or agreements, or summaries of material oral agreements or understandings, relating to the Business, the Acquired Assets, the Other Equipment or the Inventory to which, on the date of this Agreement, Seller is a party, or which relate to or affect Seller and the Business, the Acquired Assets, the Other Equipment, the Inventory or the Acquisition and all documents or agreements which may require any action or consent in connection with the Acquisition, as they may have been amended to the date hereof. In addition to the foregoing, Seller has previously delivered, or will deliver within 30 days of the Closing Date, true and complete copies of the referenced contracts and commitments, other than (i) the partnership or joint venture agreements relating to the GE C&I China Affiliates otherwise required by (b) below, (ii) the Backlog Contracts referenced in subpart (d) beloworal, which will be listed in a summary format including customer name, price, shop-order number, product description, non-standard terms, warranty provisions, delivery dates and delivery locations and (iii) where redactions in copies are required by applicable law or regulation as determined in good faith by mutual agreement of the partiesis "material" and: (a) any agreement, involving annual payments in excess of $50,000 where the term of such contract will not expire of its own accord within three months of the date hereof or commitment with any party containing any covenant limiting cannot be terminated by the ability of Seller or the Business to engage in business or to compete in any location or with any personCompany on not more than 30 days prior written notice; (b) any partnership which constitutes a consulting or joint venture similar agreement with any party involving annual payments in excess of $50,000 and having a term greater than three months or any arrangements with any party with respect to the sharing which constitutes an employment agreement involving annual payments in excess of $50,000 or in the profits or revenues of the Business or by Seller on behalf of the Business in such partnership or joint venture, including any licensing, technology transfer or royalty agreementsan agreement which calls for severance payments; (c) which constitutes an agreement by the Company to pay an employee or former employee compensation in an amount in excess of, or having a value of more than, $50,000 (including any agreement, contract or commitment relating bonus but excluding any benefits made available to the future disposition or acquisition of any investment in any party or of any interest in any business enterprise involving the Business or the Acquired Assets, the Other Equipment or the InventoryCompany employees generally); (d) which constitutes an agreement which restricts the Company from carrying out its business anywhere in the world or from competing with any contract or commitment for the sale or furnishing of materials, supplies, merchandise, equipment or services relating to the Backlog Contractsother person; (e) which constitutes an agreement by the Company with any written agreementofficer, instrument director, holder of 10% or other arrangementmore of any class or series of stock of the Company or any person who shares a home with, or any unwritten agreementother associate of, contract, commitment or other arrangement, between or among Seller and any of the Affiliates of parties related to Seller or between or among business units of Sellerforegoing persons; (f) any contract which grants to any person constitutes a preferential franchising, partnership, joint venture or other right to purchase any of the Acquired Assets, the Other Equipment or the Inventorysimilar agreement; (g) any contract, which is a lease or other agreement or commitment with respect relating to the discharge or removal of Hazardous Materials by or from the Acquired Assets, the Other Equipment or the Inventory.real property; (h) which relates to indebtedness or indemnification or any confidentiality agreement with any person relating to a potential transaction for the sale of all or substantially all guarantee of the ownership interests Company (including any letter of credit) or Acquired Assets which grants any Lien (other than a Permitted Lien) on any assets, rights or properties of the InventoryCompany, or with respect to which is a merger, reorganization tax sharing or other business combination transaction involving Seller with such other personsimilar agreement; (i) which is a license or similar agreement for Intellectual Property involving consideration in excess of $50,000, whether as licensee or licensor; or (j) where the consequences of a breach or default thereunder, or the termination, expiration or cancellation thereof, could reasonably be expected to result in a Material Adverse Effect. True, correct and complete copies of all written Contracts have been made available to the Lender. Each of the Contracts is legal, valid and in full force and effect and is valid, binding and enforceable by the Company, as applicable, in accordance with its terms (except as enforceability may be limited by bankruptcy and other laws affecting creditors' rights generally). Except as set forth on Schedule 2.18, the Company is not in default under or has breached any of the Contracts or any other agreement contracts of the Company, and no act or instrument material to omission by the BusinessCompany has occurred which, the Acquired Assetswith notice or lapse of time or both, the Other Equipment would constitute a breach or the Inventory default under any term or not made in the ordinary course provision of business. There is no course of dealing, waiver, arrangement, understanding or side letter or agreement applicable to any such contract contract. To the knowledge of Sellerthe Company and except as provided on Schedule 2.18, no other party is in breach or default under any of such Contracts, and no act or omission has occurred by any other party thereto which, with notice or lapse of time or both, would constitute such a breach or default under any term or provision thereof.

Contracts and Commitments. Schedule 2.16 contains a true and complete list (and Seller has previously delivered to Buyer true and complete copies, other than those contracts referenced in (d) below) of all of the following documents or agreements, or summaries of material oral agreements or understandings, relating to the Business, the Acquired Assets, the Other Equipment or the Inventory to which, on the date of this Agreement, Seller is a party, or which relate to or affect Seller and the Business, the Acquired Assets, the Other Equipment, the Inventory or the Acquisition and all documents or agreements which may require any action or consent in connection with the Acquisition, as they may have been amended to the date hereof. In addition to the foregoing, Seller has previously delivered, or will deliver within 30 days of the Closing Date, true and complete copies of the referenced contracts and commitments, other than (i) the partnership or joint venture agreements relating to the GE C&I China Affiliates otherwise required by (b) below, (ii) the Backlog Contracts referenced in subpart (d) below, which will be listed in a summary format including customer name, price, shop-order number, product description, non-standard terms, warranty provisions, delivery dates and delivery locations and (iii) where redactions in copies are required by applicable law or regulation as determined in good faith by mutual agreement of the parties: (a) any agreement, contract or commitment with any party containing any covenant limiting the ability Contracts. Schedule 4.5 sets forth a complete and --------- ------------ accurate list of Seller or the Business to engage in business or to compete in any location or with any person; (b) any partnership or joint venture agreement with any party or any arrangements with any party with respect all material Contracts that primarily pertain to the sharing of or Assets, including, without limitation, those in the profits or revenues of the Business or by Seller on behalf of the Business in such partnership or joint venture, including any licensing, technology transfer or royalty agreements; (c) any agreement, contract or commitment relating to the future disposition or acquisition of any investment in any party or of any interest in any business enterprise involving the Business or the Acquired Assets, the Other Equipment or the Inventory; (d) any contract or commitment for the sale or furnishing of materials, supplies, merchandise, equipment or services relating to the Backlog Contracts; (e) any written agreement, instrument or other arrangement, or any unwritten agreement, contract, commitment or other arrangement, between or among Seller and any of the Affiliates of parties related to Seller or between or among business units of Seller; (f) any contract which grants to any person a preferential or other right to purchase any of the Acquired Assets, the Other Equipment or the Inventory; (g) any contract, agreement or commitment with respect to the discharge or removal of Hazardous Materials by or from the Acquired Assets, the Other Equipment or the Inventory. (h) any confidentiality agreement with any person relating to a potential transaction for the sale of all or substantially all of the ownership interests or Acquired Assets or the Inventory, or with respect to a merger, reorganization or other business combination transaction involving Seller with such other person;following categories: (i) any other agreement or instrument material to the Business, the Acquired Assets, the Other Equipment or the Inventory or Contracts not made in the ordinary course of business. There is no course ; (ii) Any Contract between either Seller Party and a ten percent (10%) stockholder of dealingSeller or an Affiliate thereof, (iii) Vendor, waiverdistribution, arrangementequipment lease, understanding franchise, license, technical assistance, sales, commission, consulting, agency or side letter advertising contracts primarily related to the Assets or agreement applicable the Business; (iv) Any licensing, website hosting, website linking, content or data sharing, data feed, information exchange, advertising, distribution, fee sharing, lead or customer referral, commerce, co-branding, escrow services, order or transaction processing or similar Contract primarily related to the Assets or the Business; (v) Options with respect to any such contract of Sellerthe Assets, whether either Seller Party shall be the grantor or grantee thereunder; (vi) Contracts involving future expenditures or Liabilities, actual or potential, in excess of Ten Thousand Dollars ($10,000.00); (vii) Contracts or commitments relating to commission arrangements with others primarily related to the Assets or the Business; (viii) Promissory notes, loans, agreements, indentures, evidences of indebtedness, letters of credit, guarantees, or other instruments relating to an obligation to pay money, whether either Seller Party shall be the borrower, lender or guarantor thereunder or whereby any of the Assets are pledged; (ix) Contracts containing covenants limiting the freedom of either Seller Party or any of its Affiliates, or that will limit the freedom of Buyer, to engage in the Business or in any business related thereto; and (x) Any Contract with the United States, state or local government or any agency or department thereof. Seller has delivered to Buyer and its legal counsel true, correct and complete copies of all of the Contracts listed on Schedule 4.5, including all amendments ------------ and supplements thereto.

Contracts and Commitments. Schedule 2.16 contains a true and complete list (and Seller has previously delivered to Buyer true and complete copies, other than those contracts referenced in (da) below) Section 5.10 of the Disclosure Schedules lists under the relevant heading all of the following documents Contracts to which the Company or agreementsany of its Subsidiaries is a party and which are in effect as of the date hereof: (i) Contracts with the Major Customers and the Major Suppliers (in each case as defined below); (ii) Contracts relating to Indebtedness of the Company or any of its Subsidiaries or any Guarantee by the Company or any of its Subsidiaries of any obligation in respect of borrowed money; (iii) employment and non-competition agreements with any employee or officer whose base salary is equal to or greater than $150,000; (iv) consulting agreements with any consultant whose annual Compensation thereunder is equal to or greater than $150,000; (v) any Contract (or group of related Contracts) for the purchase, sale, construction, repair or maintenance of inventory, raw materials, commodities, supplies, goods, products, equipment or other property, or summaries for the furnishing or receipt of services, in each case, the performance of which will extend over a period of more than one year, and which provides for aggregate payments to or by the Company or any of its Subsidiaries in excess of $250,000; (vi) any Contract relating to the acquisition or disposition by the Company or any of its Subsidiaries, at any time during the last three (3) years, of (A) any business (whether by merger, consolidation or other business combination, sale of securities, sale of assets or otherwise) or (B) any material oral agreements asset other than in the Ordinary Course of Business, and in each case for consideration in excess of $250,000; (vii) any Contract concerning or understandingsconsisting of a partnership, limited liability company, joint venture or similar agreement; (viii) any Contract containing covenants that in any way purport to (A) materially restrict the Company or any of its Subsidiaries from soliciting, hiring or engaging of any Person or soliciting any customer of the Company or any of its Subsidiaries, (B) materially limit the freedom of the Company or any of its Subsidiaries to engage in any line of business or compete with any Person; (ix) any Contract under which the Company or any of its Subsidiaries is, or may become, obligated to incur any severance pay or Change of Control Payments; (x) any material agency, dealer, distributor, sales representative, marketing or other similar Contract involving aggregate payments in excess of $250,000; (xi) any Contract, other than Leases of the Leased Real Property, relating to the lease or license of any material asset having a value of in excess of $250,000 annually, including Proprietary Rights (and including all customer license and maintenance agreements other than licenses of commercially available software) that is not included on Section 5.11(b) of the Disclosure Schedules or that involves aggregate payments in excess of $250,000 annually; (xii) any Contract with a Governmental Authority involving aggregate payments, contributions, investments, or expenditures in excess of $250,000; (xiii) any Contract under which the Company or any of its Subsidiaries has advanced or loaned an amount to any of its Affiliates or employees other than in the Ordinary Course of Business, ; and (xiv) any other written Contract between the Acquired Assets, the Other Equipment Company or the Inventory to whichany of its Subsidiaries, on the date of this Agreementone hand, and any Seller is a party(or Affiliate or Family Member thereof), on the other hand, that will continue in effect after the Closing. (b) The Company has delivered or which relate to or affect Seller and the Business, the Acquired Assets, the Other Equipment, the Inventory or the Acquisition and all documents or agreements which may require any action or consent in connection with the Acquisition, as they may have been amended made available to the date hereof. In addition to the foregoing, Seller has previously delivered, or will deliver within 30 days of the Closing Date, true Purchaser accurate and complete copies of each written Contract listed on Section 5.10 of the referenced contracts Disclosure Schedules, in each case, as amended or otherwise modified and commitmentsin effect. (c) No Material Company Contract has been breached in any material respect or canceled or repudiated by the other party which has not been duly cured or reinstated. Neither the Company nor any of its Subsidiaries is in material breach or violation of, other than or default under, any such Material Company Contract that has not been validly waived cured or waived. Each Material Company Contract is (i) a valid, binding and enforceable obligation of the partnership Company or joint venture agreements relating its Subsidiaries, and to the GE C&I China Affiliates otherwise required by (b) belowKnowledge of the Company, each other party thereto, (ii) the Backlog Contracts referenced in subpart (d) belowfull force and effect, which will be listed in a summary format including customer name, price, shop-order number, product description, non-standard terms, warranty provisions, delivery dates and delivery locations and (iii) where redactions subject to obtaining any necessary consents disclosed in copies are required by applicable law or regulation as determined in good faith by mutual agreement Sections 5.3(b) and 5.5 of the parties: (a) any agreementDisclosure Schedules, contract or commitment with any party containing any covenant limiting will continue to be so enforceable and in full force and effect on identical terms following the ability of Seller or the Business to engage in business or to compete in any location or with any person; (b) any partnership or joint venture agreement with any party or any arrangements with any party with respect to the sharing of or in the profits or revenues consummation of the Business or by Seller on behalf of the Business in such partnership or joint venture, including any licensing, technology transfer or royalty agreements; Contemplated Transactions (c) any agreement, contract or commitment relating to the future disposition or acquisition of any investment in any party or of any interest in any business enterprise involving the Business or the Acquired Assets, the Other Equipment or the Inventory; (d) any contract or commitment for the sale or furnishing of materials, supplies, merchandise, equipment or services relating to the Backlog Contracts; (e) any written agreement, instrument or other arrangement, or any unwritten agreement, contract, commitment or other arrangement, between or among Seller and any of the Affiliates of parties related to Seller or between or among business units of Seller; (f) any contract which grants determined without regard to any person a preferential or other right to purchase any actions of Purchaser from and after the Acquired Assets, the Other Equipment or the Inventory; (g) any contract, agreement or commitment with respect to the discharge or removal of Hazardous Materials by or from the Acquired Assets, the Other Equipment or the InventoryClosing). (h) any confidentiality agreement with any person relating to a potential transaction for the sale of all or substantially all of the ownership interests or Acquired Assets or the Inventory, or with respect to a merger, reorganization or other business combination transaction involving Seller with such other person; (i) any other agreement or instrument material to the Business, the Acquired Assets, the Other Equipment or the Inventory or not made in the ordinary course of business. There is no course of dealing, waiver, arrangement, understanding or side letter or agreement applicable to any such contract of Seller.

Contracts and Commitments. Schedule 2.16 contains a true and complete list (and Seller has previously delivered to Buyer true and complete copies, other than those contracts referenced in (d) below) of all of the following documents or agreements, or summaries of material oral agreements or understandings, relating to the Business, the Acquired Assets, the Other Equipment or the Inventory to which, on the date of this Agreement, Seller is a party, or which relate to or affect Seller and the Business, the Acquired Assets, the Other Equipment, the Inventory or the Acquisition and all documents or agreements which may require any action or consent in connection with the Acquisition, as they may have been amended to the date hereof. In addition to the foregoing, Seller has previously delivered, or will deliver within 30 days of the Closing Date, true and complete copies of the referenced contracts and commitments, other than (i) the partnership or joint venture agreements relating to the GE C&I China Affiliates otherwise required by (b) below, (ii) the Backlog Contracts referenced in subpart (d) below, which will be listed in a summary format including customer name, price, shop-order number, product description, non-standard terms, warranty provisions, delivery dates and delivery locations and (iii) where redactions in copies are required by applicable law or regulation as determined in good faith by mutual agreement of the parties: (a) any agreement, contract or commitment with any party containing any covenant limiting Section 4.15(a) of the ability Company Disclosure Schedule sets forth all material contracts of Seller or the Business to engage in business or to compete in any location or with any person;Company and its Subsidiaries. (b) any partnership There are no purchase contracts or joint venture agreement with any party commitments under which the Company or any arrangements of its Subsidiaries is required to pay in excess of $50,000 which continue for a period of more than 12 months or is in excess of the normal, ordinary, and usual requirements of business or at any excessive price. (c) There are no outstanding sales contracts, commitments, or proposals of the Company or any of its Subsidiaries that call for the payment or receipt of more than $50,000 in a fiscal quarter which continue for a period of more than 12 months or which the Company believes will result in any loss in excess of $10,000 to the Company and its Subsidiaries, taken as a whole upon completion or performance thereof. (d) Neither the Company nor any of its Subsidiaries has any outstanding contracts with officers, employees, agents, consultants, advisors, salesmen, sales representatives, distributors, or dealers that are not cancellable by it on notice of not longer than 30 days and without liability, penalty, or premium or any party agreement or arrangement providing for the payment of any bonus or commission based on sales or earnings. (e) Neither the Company nor any of its Subsidiaries is in default, nor, to the best knowledge of the Company, is there any basis for any valid claim of default under any material contract made or obligation owed by it. (f) Neither the Company nor any of its Subsidiaries is restricted by contract from carrying on its business anywhere in the world. (g) Neither the Company nor any of its Subsidiaries is under any material liability or obligation with respect to the sharing return of inventory or merchandise in the profits or revenues possession of the Business or by Seller on behalf of the Business in such partnership or joint venturewholesalers, including any licensingdistributors, technology transfer or royalty agreements; (c) any agreement, contract or commitment relating to the future disposition or acquisition of any investment in any party or of any interest in any business enterprise involving the Business or the Acquired Assets, the Other Equipment or the Inventory; (d) any contract or commitment for the sale or furnishing of materials, supplies, merchandise, equipment or services relating to the Backlog Contracts; (e) any written agreement, instrument retailers or other arrangement, or any unwritten agreement, contract, commitment or other arrangement, between or among Seller and any of the Affiliates of parties related to Seller or between or among business units of Seller; (f) any contract which grants to any person a preferential or other right to purchase any of the Acquired Assets, the Other Equipment or the Inventory; (g) any contract, agreement or commitment with respect to the discharge or removal of Hazardous Materials by or from the Acquired Assets, the Other Equipment or the Inventorycustomers. (h) Neither the Company nor any confidentiality agreement with of its Subsidiaries has any person relating obligation for borrowed money, including guarantees of or agreements to a potential transaction for the sale acquire any such obligation of all or substantially all of the ownership interests or Acquired Assets or the Inventory, or with respect to a merger, reorganization or other business combination transaction involving Seller with such other person;others. (i) Neither the Company nor any of its Subsidiaries has any outstanding loan to any Person other agreement than to the Company or instrument its Subsidiaries. (j) Neither the Company nor any of its Subsidiaries has any power of attorney outstanding or any obligations or liabilities (whether absolute, accrued, contingent, or otherwise), as guarantor, surety, co-signer, endorser, co- maker or indemnitor in respect of the obligation of any Person. (k) None of the officers, directors or, to the best knowledge of the Company, shareholders of the Company has any interest in any property, real or personal, tangible or intangible, including, without limitation, the Intellectual Property Rights, that is material to the Business, conduct of the Acquired Assets, business of the Other Equipment or the Inventory or not made in the ordinary course of business. There is no course of dealing, waiver, arrangement, understanding or side letter or agreement applicable to any such contract of SellerCompany and its Subsidiaries taken as a whole.

Contracts and Commitments. Schedule 2.16 contains a true and complete list (and Seller has previously delivered to Buyer true and complete copiesa) The Disclosure Schedule, under the caption referencing this Section 3.12, lists the following contracts, whether oral or written, of an amount or value in excess of $25,000 (other than those with respect to the contracts referenced identified in clauses (dv) and (viii) below, which shall be disclosed without regard for amount or value) of all to which the Company is a party and which are in effect as of the following documents date hereof (the “Contracts”): (i) all employment, agency or consulting agreements, all contracts or summaries commitments providing for severance, termination or similar payments, including on a change of material oral agreements control of the Company; (ii) all contracts terminable by any other party thereto upon a change of control of the Company or understandingsupon the failure of the Company to satisfy financial or performance criteria specified in such contract as provided therein; (iii) all contracts between or among the Company, Seller or any affiliate of Seller, any member of the Executive Committee, officer, managing member or employee of the Company or any member of his or her immediate family or any entity affiliated with any such person relating in any way to the Company; (iv) all contracts relating to the Businessperformance and payment of any surety bond or letter of credit required to be maintained by the Company; (v) all confidentiality or non-disclosure agreements; (vi) all agreements or indentures relating to the borrowing of money or to mortgaging, pledging or otherwise placing a Lien on any of the Acquired Assets, assets of the Other Equipment Company; (vii) all contracts for the provision of the Company’s services to any third party (a “Client”); (viii) all contracts containing exclusivity or the Inventory to which, on the date of this Agreement, Seller is a party, noncompetition provisions or which relate to would otherwise prohibit the Company from freely engaging in business anywhere in the world; (ix) all license agreements, transfer or affect Seller and joint-use agreements or other agreements providing for the Business, payment or receipt of royalties or other compensation by the Acquired Assets, the Other Equipment, the Inventory or the Acquisition and all documents or agreements which may require any action or consent Company in connection with the Acquisition, Company Intellectual Property (as they may have been amended to the date defined in Section 3.13 hereof. In addition to the foregoing, Seller has previously delivered, or will deliver within 30 days of the Closing Date, true and complete copies of the referenced contracts and commitments, other than (i) the partnership or joint venture agreements relating to the GE C&I China Affiliates otherwise required by (b) below, (ii) the Backlog Contracts referenced in subpart (d) below, which will be listed in a summary format including customer name, price, shop-order number, product description, non-standard terms, warranty provisions, delivery dates and delivery locations and (iii) where redactions in copies are required by applicable law or regulation as determined in good faith by mutual agreement of the parties: (a) any agreement, contract or commitment with any party containing any covenant limiting the ability of Seller or the Business to engage in business or to compete in any location or with any person); (bx) all agreements providing for the development or use of any partnership products, software or joint venture agreement with Intellectual Property by or for any party or any arrangements with any party with respect to the sharing of or in the profits or revenues of the Business or by Seller on behalf of the Business in such partnership or joint venture, including any licensing, technology transfer or royalty agreementsthird party; (cxi) all agreements providing for the clearing by third parties of securities transactions effected or introduced by the Company; and (xii) any agreement, contract or commitment relating to the future disposition or acquisition of any investment in any party or of any interest in any business enterprise involving the Business or the Acquired Assets, the Other Equipment or the Inventory; (d) any contract or commitment for the sale or furnishing of materials, supplies, merchandise, equipment or services relating to the Backlog Contracts; (e) any written agreement, instrument or and all other arrangement, or any unwritten agreement, contract, commitment or other arrangement, between or among Seller and any agreements of the Affiliates of parties related to Seller or between or among business units of Seller; (f) any contract which grants to any person a preferential or other right to purchase any of the Acquired Assets, the Other Equipment or the Inventory; (g) any contract, agreement or commitment with respect to the discharge or removal of Hazardous Materials by or from the Acquired Assets, the Other Equipment or the Inventory. (h) any confidentiality agreement with any person relating to a potential transaction for the sale of all or substantially all of the ownership interests or Acquired Assets or the Inventory, or with respect to a merger, reorganization or other business combination transaction involving Seller with such other person; (i) any other agreement or instrument material to the Business, the Acquired Assets, the Other Equipment or the Inventory or Company not made entered into in the ordinary course of business or that are material to the business, financial condition, results of operation or prospects of the Company. There (b) The Company has performed in all material respects all obligations required to be performed by it in connection with the Contracts and is no course not in receipt of dealing, waiver, arrangement, understanding or side letter or agreement applicable to any claim of default under any such contract of SellerContract. Each Contract is in full force and effect.

Contracts and Commitments. Except as set forth in Schedule 2.16 contains a true and complete list (and Seller has previously delivered to Buyer true and complete copies, other than those contracts referenced in (d) below) of all 3.12 of the following documents or agreements, or summaries of material oral agreements or understandings, relating to the Business, the Acquired Assets, the Other Equipment or the Inventory to which, on the date of this Agreement, Seller is a party, or which relate to or affect Seller and the Business, the Acquired Assets, the Other Equipment, the Inventory or the Acquisition and all documents or agreements which may require any action or consent in connection with the Acquisition, as they may have been amended to the date hereof. In addition to the foregoing, Seller has previously delivered, or will deliver within 30 days of the Closing Date, true and complete copies of the referenced contracts and commitments, other than (i) the partnership or joint venture agreements relating to the GE C&I China Affiliates otherwise required by (b) below, (ii) the Backlog Contracts referenced in subpart (d) below, which will be listed in a summary format including customer name, price, shop-order number, product description, non-standard terms, warranty provisions, delivery dates and delivery locations and (iii) where redactions in copies are required by applicable law or regulation as determined in good faith by mutual agreement of the partiesTravCorps Disclosure Schedule: (a) Neither TravCorps nor any agreementof its Subsidiaries has any agreements, contract contracts, or commitment with any party containing any covenant limiting commitments, written or oral, which involve (i) the ability performance of Seller services by TravCorps or its Subsidiaries in excess of $150,000 anticipated for fiscal year 1999 or (ii) the Business performance of services or delivery of goods to engage TravCorps or its Subsidiaries in business or to compete in any location or with any personexcess of $150,000 anticipated for fiscal year 1999; (b) Neither TravCorps nor any of its Subsidiaries has any collective bargaining or union contracts or agreements; (c) Neither TravCorps nor any of its Subsidiaries is restricted by any agreement or other commitment from carrying on its business as currently conducted anywhere in the world; (d) Neither TravCorps nor any of its Subsidiaries has any material obligations for Indebtedness; (e) Neither TravCorps nor any of its Subsidiaries is a party to any partnership or joint venture agreement with any party whether or not a separate legal entity is created thereby or any arrangements with any party with respect to the sharing of or in the profits or revenues of the Business or by Seller on behalf of the Business in such partnership or joint venture, including any licensing, technology transfer or royalty agreements; (c) any agreement, contract or commitment agreement relating to the future acquisition or disposition or acquisition of any investment in any party or portion of any interest in any business enterprise involving the Business or the Acquired Assets, the Other Equipment or the Inventory; (d) any contract or commitment for the sale or furnishing of materials, supplies, merchandise, equipment or services relating to the Backlog Contracts; (e) any written agreement, instrument or other arrangement, or any unwritten agreement, contract, commitment or other arrangement, between or among Seller and any of the Affiliates of parties related to Seller or between or among business units of Sellerits business; (f) Neither TravCorps nor any of its Subsidiaries is in material breach or default, under any contract referred to in Schedule 3.12, and there exists no event or condition (other than the entering into of this Agreement and the consummation of the transactions contemplated hereby) which grants (whether with or without notice, lapse of time, or both) would constitute a material default by TravCorps or any Subsidiary thereunder, give rise to a right to accelerate, modify or terminate any material provision thereof or give rise to any person material Encumbrance on their respective material Properties or assets or a preferential or other right to purchase any material, additional or guaranteed payments; and to the knowledge of TravCorps or any of the Acquired Assetsits Subsidiaries, the Other Equipment no other party to any such contract or the Inventoryagreement is in material breach or default thereof; (g) any contract, each contract and agreement or commitment with respect referred to the discharge or removal of Hazardous Materials by or from the Acquired Assets, the Other Equipment or the Inventory. (h) any confidentiality in Schedule 3.12 and each contract and agreement with any person relating to a potential transaction for the sale TravCorps License Right is valid and in full force and effect and constitutes a legal, valid and binding obligation of all TravCorps or substantially all any of the ownership interests or Acquired Assets or the Inventoryits Subsidiaries, or with respect to a mergerand, reorganization or other business combination transaction involving Seller with such other person; (i) any other agreement or instrument material to the Businessknowledge of TravCorps or any of its Subsidiaries, the Acquired Assetsother parties thereto, the Other Equipment enforceable in accordance with its terms, accurate and complete copies thereof, together with all amendments thereto, have been heretofore delivered or the Inventory or not made in the ordinary course of business. There is no course of dealing, waiver, arrangement, understanding or side letter or agreement applicable available to any such contract of SellerCCS.

Contracts and Commitments. Schedule 2.16 contains a true and complete list (and Seller has previously delivered to Buyer true and complete copies, other than those contracts referenced in (d) below) of all of the following documents or agreements, or summaries of material oral agreements or understandings, relating to the Business, the Acquired Assets, the Other Equipment or the Inventory to which, on the date of this Agreement, Seller is a party, or which relate to or affect Seller and the Business, the Acquired Assets, the Other Equipment, the Inventory or the Acquisition and all documents or agreements which may require any action or consent in connection with the Acquisition, as they may have been amended to the date hereof. In addition to the foregoing, Seller has previously delivered, or will deliver within 30 days of the Closing Date, true and complete copies of the referenced contracts and commitments, other than (i) the partnership or joint venture agreements relating to the GE C&I China Affiliates otherwise required by (b) below, (ii) the Backlog Contracts referenced in subpart (d) below, which will be listed in a summary format including customer name, price, shop-order number, product description, non-standard terms, warranty provisions, delivery dates and delivery locations and (iii) where redactions in copies are required by applicable law or regulation as determined in good faith by mutual agreement of the parties: (a) Schedule 2.8(a) sets forth a complete and accurate list of each Contract described below to which the Company or any agreement, contract or commitment with any party containing any covenant limiting the ability of Seller or the Business to engage in business or to compete in any location or with any person; (b) any partnership or joint venture agreement with any its properties is party or any arrangements with any party with respect to the sharing of is otherwise bound or in the profits or revenues of the Business or by Seller on behalf of the Business in such partnership or joint venturesubject (each, including any licensing, technology transfer or royalty agreements; (c) any agreement, contract or commitment relating to the future disposition or acquisition of any investment in any party or of any interest in any business enterprise involving the Business or the Acquired Assetsa “Material Contract” and collectively, the Other Equipment or the Inventory; (d) any contract or commitment for the sale or furnishing of materials, supplies, merchandise, equipment or services relating to the Backlog “Material Contracts; (e) any written agreement, instrument or other arrangement, or any unwritten agreement, contract, commitment or other arrangement, between or among Seller and any of the Affiliates of parties related to Seller or between or among business units of Seller; (f) any contract which grants to any person a preferential or other right to purchase any of the Acquired Assets, the Other Equipment or the Inventory; (g) any contract, agreement or commitment with respect to the discharge or removal of Hazardous Materials by or from the Acquired Assets, the Other Equipment or the Inventory. (h) any confidentiality agreement with any person relating to a potential transaction for the sale of all or substantially all of the ownership interests or Acquired Assets or the Inventory, or with respect to a merger, reorganization or other business combination transaction involving Seller with such other person; ”): (i) any Contract that creates a partnership or a joint venture or arrangement that involves a sharing of profits with any other agreement Person; (ii) any Contract that purports to or instrument material has the effect of limiting either the Company’s right to engage in, or compete with any Person in, any business; (iii) any Contract involving the Business, incurrence by the Acquired Assets, Company of Liabilities (other than Liabilities to render services to customers in the Other Equipment ordinary course of business) in any one transaction or series of related transactions in excess of $25,000; (iv) any Contract creating any Lien on any of the Inventory or Shares; (v) any Contract pursuant to which the Company has guaranteed any indebtedness; (vi) any Contract not made in the ordinary course of business. There ; (vii) any Contract granting any preferential rights to purchase or acquire any interest in any of Company’s assets, property or rights or requiring consent of any party to the transfer and assignment of any such assets, property or rights; (viii) any Contract that contains a “most favored nation” or “most favored customer” clause; and (ix) any leases of properties or assets of the Company, including any Contract creating an Lien on such property or assets. (b) Except as set forth on Schedule 2.8(b), (i) the Company is no course not in breach of, or default under, any Material Contract, and (ii) each Material Contract, to the Knowledge of dealingthe Company, waiver, arrangement, understanding or side letter or agreement applicable is valid and binding upon parties thereto other than the Company in accordance with its terms. (c) No party to any Material Contract (i) has provided any written notice to the Company of its intent to terminate, or withdraw its participation in, any such contract Material Contract, (ii) has, to the Knowledge of Sellerthe Company, threatened to terminate, or withdraw from participation in, any such Material Contract or (iii) is, to the Knowledge of the Company, in breach or default in any material respect under any provision thereof, and, to the Knowledge of the Company, no event or condition has occurred, whether with or without the passage of time or the giving of notice, or both, that would constitute such a breach or default. (d) Except as set forth on Schedule 2.8(d),the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not (i) result in or give to any Person any right of termination, non-renewal, cancellation, withdrawal, acceleration or modification in or with respect to any Material Contract, (ii) result in or give to any Person any additional rights or entitlement to increased, additional, accelerated guaranteed or other change in payments under any Material Contract or (iii) result in the creation or imposition of any Actions upon the Company or any Lien upon any of the property or assets of the Company under the terms of any Material Contract.

Contracts and Commitments. Schedule 2.16 contains The Company Disclosure Letter sets forth a true true, correct and complete list (and Seller has previously delivered to Buyer true and complete copies, other than those contracts referenced in (d) below) of all of the following documents contracts to which the Company or agreements, or summaries of material oral agreements or understandings, relating to the Business, the Acquired Assets, the Other Equipment or the Inventory to which, on the date of this Agreement, Seller a Subsidiary is a partyparty (including every amendment, modification or which relate to or affect Seller and the Business, the Acquired Assets, the Other Equipment, the Inventory or the Acquisition and all documents or agreements which may require any action or consent in connection with the Acquisition, as they may have been amended to the date hereof. In addition supplement to the foregoing, Seller has previously delivered, or will deliver within 30 days of the Closing Date, true and complete copies of the referenced contracts and commitments, other than ): (i) the partnership or joint venture agreements relating to the GE C&I China Affiliates otherwise required by (b) belowany contracts of employment, (ii) agreements or arrangements for the Backlog Contracts referenced in subpart (d) below, which will be listed in a summary format including customer name, price, shop-order number, product description, non-standard terms, warranty provisions, delivery dates and delivery locations and (iii) where redactions in copies are required by applicable law purchase or regulation as determined in good faith by mutual agreement of the parties: (a) any agreement, contract or commitment with any party containing any covenant limiting the ability of Seller or the Business to engage in business or to compete in any location or with any person; (b) any partnership or joint venture agreement with any party or any arrangements with any party with respect to the sharing of or in the profits or revenues of the Business or by Seller on behalf of the Business in such partnership or joint venture, including any licensing, technology transfer or royalty agreements; (c) any agreement, contract or commitment relating to the future disposition or acquisition sale of any investment in any party or of any interest in any business enterprise involving the Business or the Acquired Assets, the Other Equipment or the Inventory; assets (d) any contract or commitment for the sale or furnishing of materials, supplies, merchandise, equipment or services relating to the Backlog Contracts; (e) any written agreement, instrument or other arrangement, or any unwritten agreement, contract, commitment or other arrangement, between or among Seller and any of the Affiliates of parties related to Seller or between or among business units of Seller; (f) any contract which grants to any person a preferential or other right to purchase any of the Acquired Assets, the Other Equipment or the Inventory; (g) any contract, agreement or commitment with respect to the discharge or removal of Hazardous Materials by or from the Acquired Assets, the Other Equipment or the Inventory. (h) any confidentiality agreement with any person relating to a potential transaction for the sale of all or substantially all of the ownership interests or Acquired Assets or the Inventory, or with respect to a merger, reorganization or other business combination transaction involving Seller with such other person; (i) any other agreement or instrument material to the Business, the Acquired Assets, the Other Equipment or the Inventory or not made otherwise than in the ordinary course of business), (iii) agreements, contracts or indentures relating to the borrowing of money, (iv) agreements with unions, material independent contractor agreements and material leased or temporary employee agreements, (v) tower site leases and other leases of any real property involving annual rent of $25,000 or more, (vi) programming and retransmission consent agreements, (vii) contracts containing covenants limiting the freedom of the Company, or any of its Subsidiaries, to engage in any line of business or to compete with any entity and (viii) other than respect to contracts identified in the Company Disclosure Letter pursuant to Section 3.7, all other contracts, agreements or commitments involving annual payments made by or to the Company or a Subsidiary of $100,000. There Except for agreements, arrangements or commitments disclosed in the Company Disclosure Letter, neither the Company nor any of its Subsidiaries is no course of dealing, waiver, arrangement, understanding or side letter or agreement applicable a party to any agreement, arrangement or commitment which is material to the business of the Company taken as a whole. The Company has delivered or made available true, correct and complete copies of all such contract agreements, arrangements and commitments to Parent. Neither the Company nor any of Sellerits Subsidiaries is in default under any such agreement, arrangement or commitment which has had, or could reasonably be expected to have, a Company Material Adverse Effect.

Contracts and Commitments. Schedule 2.16 contains a true and complete list (and Seller has previously delivered to Buyer true and complete copies, other than those contracts referenced in (da) below) of The “Contracts Schedule” attached hereto lists all of the following documents or agreements, or summaries written agreements to which any member of material oral agreements or understandings, relating to the Business, the Acquired Assets, the Other Equipment or the Inventory to which, on the date of this Agreement, Seller Company Group is a party, or party and which relate to or affect Seller and the Business, the Acquired Assets, the Other Equipment, the Inventory or the Acquisition and all documents or agreements which may require any action or consent are in connection with the Acquisition, effect as they may have been amended to of the date hereof. In addition to the foregoing, Seller has previously delivered, or will deliver within 30 days of the Closing Date, true and complete copies of the referenced contracts and commitments, other than : (i) Any Contract providing for payments by or to any member of the partnership Company Group for products (including raw materials and packaging) or joint venture agreements relating services (A) under which the undelivered balance of such products or services has a purchase or sale price in excess of $3,000,000 or (B) that otherwise involves or is reasonably expected to involve consideration in excess of $3,000,000 in the GE C&I China Affiliates otherwise required by aggregate to any one Person during the one (b1) belowyear period after the date hereof, other than, in all cases, (iix) the Backlog Contracts referenced in subpart (d) belowwhich may be terminated, which will be listed in a summary format including customer namewithout penalty, price, shop-order number, product description, non-standard terms, warranty provisions, delivery dates and delivery locations and (iii) where redactions in copies are required by applicable law or regulation as determined in good faith by mutual agreement of the parties: (a) any agreement, contract or commitment with any party containing any covenant limiting the ability of Seller or the Business to engage in business or to compete in any location or with any person; (b) any partnership or joint venture agreement with any party or any arrangements with any party with respect to the sharing of or in the profits or revenues of the Business or by Seller on behalf of the Business in such partnership or joint venture, including any licensing, technology transfer or royalty agreements; (c) any agreement, contract or commitment relating to the future disposition or acquisition of any investment in any party or of any interest in any business enterprise involving the Business or the Acquired Assets, the Other Equipment or the Inventory; (d) any contract or commitment for the sale or furnishing of materials, supplies, merchandise, equipment or services relating to the Backlog Contracts; (e) any written agreement, instrument or other arrangement, or any unwritten agreement, contract, commitment or other arrangement, between or among Seller and any of the Affiliates Company Group on notice of parties related to Seller ninety (90) days or between or among business units of Seller; less and (fy) any contract which grants to any person a preferential or other right to purchase any of the Acquired Assets, the Other Equipment or the Inventory; (g) any contract, agreement or commitment with respect to the discharge or removal of Hazardous Materials by or from the Acquired Assets, the Other Equipment or the Inventory. (h) any confidentiality agreement with any person relating to a potential transaction orders for the sale of all goods to customers or substantially all purchase of inventory, supplies and/or equipment, in each case, in the ownership interests or Acquired Assets or the Inventory, or with respect to a merger, reorganization or other business combination transaction involving Seller with such other personordinary course of business; (iii) any Contract which involves commitments to make capital expenditures in excess of $3,000,000, (iii) Contracts relating to Indebtedness of the Company Group or any guaranty by any member of the Company Group of any obligation in respect of borrowed money; (iv) Contracts of guaranty, surety or indemnification by any member of the Company Group, except for provisions for indemnification contained in agreements entered into in the ordinary course of business (other agreement than for indebtedness for borrowed money); (v) Contracts under which any member of the Company Group has made advances or instrument material loans to any other Person, except (A) advancement of reimbursable ordinary and necessary business expenses made to directors, officers and employees of any member of the Company Group or (B) to the Business, the Acquired Assets, the Other Equipment or the Inventory or not extent made in the ordinary course of business. There is no ; (vi) employment and consulting agreements (other than any agreement for “at-will” employment) providing for aggregate payments to any Person in any calendar year in excess of $150,000 or which provide for any payments or benefits (other than benefits payable at common law or under statute) upon (A) such individual’s termination of employment or (B) a change in control of such Company Group member; (vii) collective bargaining agreements or Contracts with any labor union; (viii) material Contracts relating to the marketing, sale, advertising or promotion of its products or services involving consideration in excess of $500,000; (ix) all confidentiality, secrecy or non-disclosure Contracts (other than those entered into in the ordinary course of dealingbusiness or in connection with the transactions contemplated by this Agreement), waiveror other Contracts imposing any material restriction, arrangementlimitation or impediment on the right or ability of any member of the Company Group to engage in or conduct any line of business, understanding compete with any other Person or side letter solicit any customer, employee or agreement applicable other service provider, operate the manufacturing facilities at maximum production capacity or otherwise conduct its business; (x) Contracts with respect to any partnership or joint venture; (xi) Contracts between or among any member of the Company Group, on the one hand, and any of the Company Stockholders or any current or former officer, director, stockholder or Affiliate (other than the Company Group) of any member of the Company Group, on the other hand, other than any benefit plan or employment Contracts; (xii) Contracts for the sale of any material assets of any member of the Company Group in the past three (3) years, other than in the ordinary course of business; (xiii) Contracts relating to the acquisition by any member of the Company Group of any operating business or the capital stock of any other Person in the past three (3) years other than in the ordinary course of business; (xiv) Contracts for the development, license or use of Proprietary Rights (excluding (A) non-exclusive licenses granted by the Company Group in the ordinary course of business consistent with past practices, (B) assignment agreements entered into with employees of the Company Group in the ordinary course of business consistent with past practices, (C) agreements for standard off-the-shelf software having a replacement cost of less than $250,000) and (D) Contracts assigning to the Company Group ownership of Proprietary Rights (other than agreements with employees or contractors); (xv) Contracts pursuant to which any member of the Company Group is a lessor or a lessee of any property, personal or real, or holds or operates any tangible personal property owned by another Person, except for any leases of personal property under which the aggregate annual rent or lease payments do not exceed $250,000; (xvi) any settlement, conciliation or similar agreement, the performance of which will involve payment after the execution date of this Agreement for consideration in excess of $250,000 in the aggregate or governmental monitoring, consent decree or reporting responsibilities outside the ordinary course of business; and (xvii) Contracts that require any member of the Company Group to use any supplier or third party for all or substantially all of such contract member of Sellerthe Company Group’s requirements or needs or requires such member of the Company Group to provide a third party “most favored nation” or similar protective pricing terms, in each case only to the extent such Contract is reasonably expected to require payments from any party thereto of $1,000,000 or more during any twelve (12) month period occurring after the Closing Date. (b) The Company has made available to the Purchaser or its representatives a true, correct and complete copy of each Contract set forth on the “Contracts Schedule,” together with all amendments, modifications or supplements thereto, other than any Contract which is an oral Contract. Except as disclosed on the attached “Contracts Schedule”: (i) no Contract set forth on the attached “Contracts Schedule,” has been breached in any material respect by the Company or canceled by the other party thereto, which breach or cancellation has not been duly cured or reinstated; (ii) no member of the Company Group is in receipt of any written claim of default under any such Contract dated less than ten days prior to the date of this Agreement; and (iii) each Contract listed on the attached “Contracts Schedule” is valid, binding and enforceable against the Company or one or more members of the Company Group, as applicable, except as such enforceability may be limited by (A) applicable insolvency, bankruptcy, reorganization, moratorium or other similar Laws affecting creditors’ rights generally, and (B) applicable equitable principles (whether considered in a proceeding at law or in equity).

Contracts and Commitments. (a) Except as specifically contemplated by this Agreement or as set forth on Schedule 2.16 contains 2.9(a) or as contained in any Contract provided to the Buyer and posted in the due diligence portal of Company to which Company provided Buyer full access, the Company is not a true and complete list party to or bound by any written or oral: (and Seller i) collective bargaining agreement or other Contract with any labor union; (ii) management agreement or other Contract for the employment of any officer, individual employee or other Person on a full time, part-time or consulting basis or providing for the payment of any cash or other compensation or benefits in connection with the sale of all or a material portion of its assets or a change of control (other than at-will employment agreements with its employees that do not commit the Company or its Subsidiaries to severance, termination or other similar payments); (iii) Contract relating to Indebtedness (including any letter of credit or guaranty arrangements) or to the mortgaging, pledging or otherwise placing a Lien on any of its assets or any of its membership interests, or any guaranty of an obligation of a third party; (iv) Contract, including, but not limited to, purchase orders, for the purchase, sale, distribution or marketing of products or for the furnishing or receipt of services which either calls for performance over a period of more than one (1) year or involves consideration in excess of fifty thousand dollars ($50,000) per year or one hundred thousand dollars ($100,000) in the aggregate; (v) Contract that prohibits or limits the Company, or that would prohibit or limit Buyer after the Closing Date, from freely engaging in any line of business or with any Person anywhere in the world or during any period of time; (vi) Contract under which it has previously delivered advanced or loaned any other Person any amounts (other than advances in the ordinary course of business to Buyer true and complete copiesemployees who are not officers of the Company, the outstanding balance of which for any such Person is less than five thousand dollars ($5,000) in the aggregate); (vii) Contract under which it is lessee of or holds or operates any property, real or personal, owned by any other party which involves annual payments of greater than fifty thousand dollars ($50,000) or group of such Contracts with the same Person which involve consideration in excess of one hundred thousand dollars ($100,000) in the aggregate, or under which it is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by it which involves consideration in excess of fifty thousand dollars ($50,000); (viii) license or other Contract with respect to any intangible property (including any Intellectual Property), other than those contracts referenced (A) licenses to the Company or its Subsidiaries of unmodified, mass-marketed, executable desktop software applications with a total license fee of less than two thousand dollars ($2,000) in the aggregate for any such license or group of related licenses, and (dB) below) customer or client Contracts entered into in the ordinary course of all business and containing terms and conditions substantially similar to the terms and conditions of the following documents Company’s standard customer or agreementsclient agreement, copies of which have been made available to Buyer; (ix) any Contract which contains any provisions requiring the Company to indemnify any other party; (x) any Contract between the Company and any of its Affiliates; (xi) royalty, dividend or similar arrangement based on the revenues or profits of the Company or any Contract involving fixed price or fixed volume arrangements; (xii) any bonus, commission, pension, profit sharing, deferred compensation, severance, incentive compensation, hospitalization, insurance, membership interest purchase, option or appreciation arrangement, or summaries other plan, program or arrangement for the benefit of material oral agreements its current or understandingsformer directors, relating officers, employees, or any other Person; (xiii) Contract that provides any customer or client with pricing, discounts or benefits that change based on the pricing, discounts or benefits offered to other customers of the BusinessCompany or its Subsidiaries, including, without limitation, Contracts containing “most favored nation” provisions; (xiv) Contract which contains performance guarantees, rights of refund, liquidated damages or service credits; (xv) Contract involving the Acquired Assets, the Other Equipment settlement of any pending or the Inventory threatened Action with respect to which, on as of the date of this Agreement, Seller is a party, (A) any unpaid amount exceeds twenty-five thousand dollars ($25,000) or which relate to or affect Seller and the Business, the Acquired Assets, the Other Equipment, the Inventory or the Acquisition and all documents or agreements which may require any action or consent in connection with the Acquisition, as they may have been amended (B) conditions precedent to the date hereof. In addition settlement have not been satisfied; (xvi) Contract appointing any agent to the foregoing, Seller has previously delivered, act on its or will deliver within 30 days their behalf; (xvii) power of the Closing Date, true and complete copies of the referenced contracts and commitments, other than attorney; (ixviii) the partnership or joint venture agreements Contract relating to the GE C&I China Affiliates otherwise required by acquisition or sale of any business (bor any material portion thereof), whether or not consummated and including any confidentiality agreements entered into with respect thereto; (xix) below, Contract relating to the ownership of or investment in any business or enterprise (iiincluding investments in joint ventures and minority equity investments); (xx) Contract pursuant to which it subcontracts work to third parties; or (xxi) other Contract (or group of related Contracts) the Backlog Contracts referenced performance of which involves consideration in subpart excess of fifty thousand dollars (d$50,000) below, per year or one hundred thousand dollars ($100,000) in the aggregate or which will cannot be listed in a summary format including customer name, price, shop-order number, product description, non-standard terms, warranty provisions, delivery dates and delivery locations and canceled by the Company or its Subsidiaries within thirty (iii30) where redactions in copies are required by applicable law days notice without premium or regulation as determined in good faith by mutual agreement of the parties: (a) any agreement, contract or commitment with any party containing any covenant limiting the ability of Seller or the Business to engage in business or to compete in any location or with any person;penalty. (b) any partnership or joint venture agreement with any party or any arrangements with any party With respect to the Company’s obligations thereunder and, with respect to the sharing obligations of the other parties thereto, all of the Contracts set forth or required to be set forth on Schedule 2.9(a) (each a “Material Contract”) are valid, binding and enforceable against the Company and, to the Knowledge of the Company, enforceable by the Company against the other parties thereto, in accordance with their respective terms, subject only to bankruptcy, insolvency, reorganization, moratoriums or similar laws at the time in effect affecting the enforceability or rights of creditors generally and by general equitable principles which may limit the right to obtain equitable remedies. The Company has performed all material obligations required to be performed by it under each Material Contract and the Company has not received any notice that it is in default under or in breach of, and has not received notice of any claim of default or breach under, any Material Contract. No event has occurred which, with the profits passage of time or revenues the giving of notice or both, would reasonably be expected to result in a default, breach or event of non-compliance by the Business or by Seller on behalf of the Business in such partnership or joint venture, including Company under any licensing, technology transfer or royalty agreements;Material Contract. (c) any agreementA true, contract or commitment relating correct and complete copy of each written Material Contract, and an accurate description of each oral Material Contract, has been made available to the future disposition or acquisition of any investment in any party or of any interest in any business enterprise involving the Business or the Acquired AssetsBuyer, the Other Equipment or the Inventory;together with all amendments, waivers and other changes thereto. (d) any contract or commitment for Except as set forth on Schedule 2.9(d), during the sale or furnishing of materials, supplies, merchandise, equipment or services relating to the Backlog Contracts; preceding five (e) any written agreement, instrument or other arrangement, or any unwritten agreement, contract, commitment or other arrangement, between or among Seller and any of the Affiliates of parties related to Seller or between or among business units of Seller; (f) any contract which grants to any person a preferential or other right to purchase any of the Acquired Assets5)-year period, the Other Equipment Company has not used any name or names under which it invoiced account debtors, maintained records concerning its assets or otherwise conducted its business, other than the exact names under which it has executed this Agreement or the Inventory; (g) any contract, agreement or commitment with respect to the discharge or removal of Hazardous Materials by or from the Acquired Assets, the Other Equipment or the InventoryTransaction Documents. (h) any confidentiality agreement with any person relating to a potential transaction for the sale of all or substantially all of the ownership interests or Acquired Assets or the Inventory, or with respect to a merger, reorganization or other business combination transaction involving Seller with such other person; (i) any other agreement or instrument material to the Business, the Acquired Assets, the Other Equipment or the Inventory or not made in the ordinary course of business. There is no course of dealing, waiver, arrangement, understanding or side letter or agreement applicable to any such contract of Seller.

Contracts and Commitments. Schedule 2.16 contains a true and complete list (and Seller has previously delivered to Buyer true and complete copies, other than those contracts referenced in (d) below) of all of the following documents or agreements, or summaries of material oral agreements or understandings, relating to the Business, the Acquired Assets, the Other Equipment or the Inventory to which, on the date of this Agreement, Seller is a party, or which relate to or affect Seller and the Business, the Acquired Assets, the Other Equipment, the Inventory or the Acquisition and all documents or agreements which may require any action or consent in connection with the Acquisition, as they may have been amended to the date hereof. In addition to the foregoing, Seller has previously delivered, or will deliver within 30 days of the Closing Date, true and complete copies of the referenced contracts and commitments, other than (i) Except as expressly contemplated by this Agreement or as set forth on the partnership attached "Contracts Schedule" or joint venture agreements relating the attached "Employee Benefits Schedule," the Company is not a party to the GE C&I China Affiliates otherwise required or bound by (b) below, (ii) the Backlog Contracts referenced in subpart (d) below, which will be listed in a summary format including customer name, price, shop-order number, product description, non-standard terms, warranty provisions, delivery dates and delivery locations and (iii) where redactions in copies are required by applicable law any written or regulation as determined in good faith by mutual agreement of the partiesoral: (a) pension, profit sharing, stock option, employee stock purchase or other plan or arrangement providing for deferred or other compensation to employees or any agreementother employee benefit plan or arrangement, or any collective bargaining agreement or any other contract or commitment with any party containing any covenant limiting the ability of Seller labor union, or the Business to engage in business severance agreements, programs, policies or to compete in any location or with any personarrangements; (b) written contract for the employment of any partnership officer, individual employee or joint venture agreement with any party other Person on a full-time, part-time, consulting or any arrangements with any party with respect other basis or contract relating to the sharing of loans to officers, directors or in the profits or revenues of the Business or by Seller on behalf of the Business in such partnership or joint venture, including any licensing, technology transfer or royalty agreementsAffiliates; (c) contract under which the Company has advanced or loaned any agreement, contract or commitment relating to other Person amounts in the future disposition or acquisition of any investment in any party or of any interest in any business enterprise involving the Business or the Acquired Assets, the Other Equipment or the Inventoryaggregate exceeding $25,000; (d) any contract agreement or commitment for the sale or furnishing of materials, supplies, merchandise, equipment or services indenture relating to borrowed money or other Indebtedness or the Backlog Contractsmortgaging, pledging or otherwise placing a Lien on any material asset or material group of assets of the Company; (e) guarantee of any written agreement, instrument or other arrangement, or any unwritten agreement, contract, commitment or other arrangement, between or among Seller and any obligation in excess of the Affiliates of parties related to Seller or between or among business units of Seller$5,000; (f) lease or agreement under which the Company is lessee of or holds or operates any contract property, real or personal, owned by any other party, except for any lease of real or personal property under which grants to any person a preferential or other right to purchase any of the Acquired Assets, the Other Equipment or the Inventoryaggregate annual rental payments do not exceed $20,000; (g) lease or agreement under which the Company is lessor of or permits any contractthird party to hold or operate any property, agreement real or commitment with respect to personal, owned or controlled by the discharge or removal of Hazardous Materials by or from the Acquired Assets, the Other Equipment or the Inventory.Company; (h) any confidentiality agreement contract or group of related contracts with any person relating to a potential transaction for the sale same party or group of all or substantially all affiliated parties the performance of the ownership interests or Acquired Assets or the Inventory, or with respect to a merger, reorganization or other business combination transaction involving Seller with such other personwhich involves consideration in excess of $30,000; (i) assignment, license, indemnification or agreement with respect to any other intangible property (including, without limitation, any Intellectual Property); (j) warranty agreement with respect to its services rendered or instrument material to the Business, the Acquired Assets, the Other Equipment its products sold or the Inventory or not made leased except in the ordinary course of business. There ; (k) agreement under which it has granted any Person any registration rights (including, without limitation, demand and piggyback registration rights); (l) sales, distribution or franchise agreement; (m) agreement with a term of more than six months which is no course of dealing, waiver, arrangement, understanding not terminable by the Company or side letter any Subsidiary upon less than 30 days notice without penalty; (n) contract or agreement applicable prohibiting it from freely engaging in any business or competing anywhere in the world; or (o) any other agreement which is material to its operations and business prospects or involves a consideration in excess of $100,000 annually. (ii) All of the contracts, agreements and instruments set forth on the Contracts Schedule are valid, binding and enforceable in accordance with their respective terms. The Company has performed all material obligations required to be performed by it and is not in default under or in breach of nor in receipt of any claim of default or breach under any contract, agreement or instrument to which the Company is subject; no event has occurred which with the passage of time or the giving of notice or both would result in a material default, breach or event of noncompliance by the Company under any contract, agreement or instrument to which the Company is subject; the Company does not have any present expectation or intention of not fully performing all such obligations; the Company does not have knowledge of any breach or anticipated breach by the other parties to any such contract, agreement, instrument or commitment to which it is a party; and the Company is not a party to any materially adverse contract of Selleror commitment.

Contracts and Commitments. Schedule 2.16 contains (i) Except as expressly contemplated by this Agreement or as set forth on the attached "Contracts Schedule," neither the Company nor any ------------------ Subsidiary is a true and complete list (and Seller has previously delivered party to Buyer true and complete copiesor bound by any material written or oral contract or agreement, other than except for those contracts referenced in (d) below) of all of the following documents or agreements, or summaries of material oral agreements or understandings, relating to the Business, the Acquired Assets, the Other Equipment or the Inventory to which, on the date of this Agreement, Seller is a party, or which relate to or affect Seller and the Business, the Acquired Assets, the Other Equipment, the Inventory or the Acquisition and all documents or agreements which may require any action or consent in connection with can be terminated by the Acquisition, as they may have been amended to the date hereof. In addition to the foregoing, Seller has previously delivered, or will deliver within Company on no more than 30 days of the Closing Date, true and complete copies of the referenced contracts and commitments, other than (i) the partnership notice without penalty or joint venture agreements relating to the GE C&I China Affiliates otherwise required by (b) below, further expense. (ii) the Backlog Contracts referenced in subpart (d) below, which will be listed in a summary format including customer name, price, shop-order number, product description, non-standard terms, warranty provisions, delivery dates and delivery locations and (iii) where redactions in copies are required by applicable law or regulation as determined in good faith by mutual agreement All of the parties: (a) any agreementcontracts, contract or commitment agreements and instruments set forth on the Contracts Schedule are valid, binding and enforceable in accordance ------------------ with any party containing any covenant limiting the ability of Seller or the Business their respective terms. The Company and each Subsidiary have performed all material obligations required to engage be performed by them and are not in business or to compete in any location or with any person; (b) any partnership or joint venture agreement with any party or any arrangements with any party with respect to the sharing of default under or in the profits or revenues breach of the Business or by Seller on behalf of the Business nor in such partnership or joint venture, including any licensing, technology transfer or royalty agreements; (c) any agreement, contract or commitment relating to the future disposition or acquisition receipt of any investment in any party claim of default or of any interest in any business enterprise involving the Business or the Acquired Assets, the Other Equipment or the Inventory; (d) any contract or commitment for the sale or furnishing of materials, supplies, merchandise, equipment or services relating to the Backlog Contracts; (e) any written agreement, instrument or other arrangement, or any unwritten agreement, contract, commitment or other arrangement, between or among Seller and any of the Affiliates of parties related to Seller or between or among business units of Seller; (f) any contract which grants to any person a preferential or other right to purchase any of the Acquired Assets, the Other Equipment or the Inventory; (g) breach under any contract, agreement or commitment instrument identified on the Contracts Schedule. No event has occurred which with respect the passage of time or ------------------ the giving of notice or both would result in a default, breach or event of noncompliance by the Company or any Subsidiary under any material contract; neither the Company nor any Subsidiary has any present expectation or intention of not fully performing all such obligations; neither the Company nor any Subsidiary has knowledge of any breach or anticipated breach by the other parties to any contract; and neither the discharge Company nor any Subsidiary is a party to any materially adverse contract or removal of Hazardous Materials by or from the Acquired Assets, the Other Equipment or the Inventorycommitment. (hiii) any confidentiality agreement The Purchasers' special counsel have been supplied with any person relating to a potential transaction for the sale true and correct copy of all or substantially all each of the ownership interests or Acquired Assets or written instruments, plans, contracts and agreements and an accurate description of each of the Inventoryoral arrangements, or contracts and agreements which are referred to on the Contracts Schedule, together with respect to a mergerall amendments, reorganization waivers or other business combination transaction involving Seller with such other person;changes ------------------ thereto. (iiv) All agreements between the Company and any of the Purchasers or any of their respective Affiliates in respect of the transactions contemplated hereby or any other agreement aspect of the Company's affairs are set forth in this Agreement or instrument material to the Business, the Acquired Assets, the Other Equipment or the Inventory or not made in the ordinary course of businessContracts Schedule. There is no course of dealing, waiver, arrangement, understanding or side letter or agreement applicable to any such contract of Seller.------------------

Contracts and Commitments. Schedule 2.16 contains a true and complete list (and Seller has previously delivered to Buyer true and complete copies, other than those contracts referenced in (da) below) of all of the following documents or agreements, or summaries of material oral agreements or understandings, relating to the Business, the Acquired Assets, the Other Equipment or the Inventory to which, on the date For purposes of this Agreement, Seller is a party, or which relate to or affect Seller and the Business, the Acquired Assets, the Other Equipment, the Inventory or the Acquisition and all documents or agreements which may require any action or consent in connection with the Acquisition, as they may have been amended to the date hereof. In addition to the foregoing, Seller has previously delivered, or will deliver within 30 days each of the Closing Date, true and complete copies of the referenced contracts and commitments, other than following shall be deemed to constitute a "Company Material Contract": (i) any Company Contract that is required by the partnership or joint venture agreements rules and regulations of the SEC to be filed as an exhibit to the Company SEC Reports; (ii) any Company Contract relating to the GE C&I China Affiliates otherwise required by employment of any employee, and any Contract pursuant to which the Company or any Company Subsidiary is or may become obligated to make any severance, termination, bonus or relocation payment or any other payment (bother than payments in respect of salary) belowin excess of $125,000, (ii) the Backlog Contracts referenced in subpart (d) below, which will be listed in a summary format including customer name, price, shop-order number, product description, non-standard terms, warranty provisions, delivery dates and delivery locations and to any current or former employee or director; (iii) where redactions in copies are required any Company Contract relating to the acquisition, transfer, development, sharing or license of any material Proprietary Asset (except for any Company Contract pursuant to which (A) any material Proprietary Asset is licensed to the Company or any of its Subsidiaries under any third party software license generally available for sale to the public, or (B) any material Proprietary Asset is licensed by applicable law or regulation as determined in good faith by mutual agreement any of the parties: (a) Company or any agreement, contract or commitment with of its Subsidiaries to any party containing any covenant limiting the ability of Seller or the Business to engage in business or to compete in any location or with any personPerson on a non-exclusive basis); (biv) any Company Contract which provides for indemnification of any officer, director or employee; (v) any Company Contract creating or relating to any partnership or joint venture agreement or any sharing of revenues, profits, losses, costs or liabilities; (vi) any Company Contract that involves the payment or expenditure of $750,000 that may not be terminated by the Company (or its Subsidiary, as the case may be) (without penalty) within 60 days after the delivery of a termination notice by the Company (or its Subsidiary, as the case may be); (vii) any Company Contract contemplating or involving (A) the payment or delivery of cash or other consideration in an amount or having a value in excess of $750,000 in the aggregate, or (B) the performance of services having a value in excess of $750,000 in the aggregate; or (viii) any Company Contract imposing any restriction on the right or ability of the Company or any Company Subsidiary to (A) compete with any party other Person, (B) acquire any material product or other material asset or any arrangements services from any other Person, sell any material product or other material asset to or perform any services for any other Person or transact business or deal in any other manner with any party other Person, or (C) develop or distribute any material technology; (ix) any Company Contract involving interest rate swaps, caps, floors or option agreements or any other interest rate risk management arrangement or foreign exchange contract; and (x) any other Company Contract, if a breach of such Company Contract could reasonably be expected to have a Company Material Adverse Effect. (b) Each Company Material Contract is valid and in full force and effect, and is enforceable in accordance with respect to the sharing of or in the profits or revenues of the Business or by Seller on behalf of the Business in such partnership or joint venture, including any licensing, technology transfer or royalty agreements;its terms. (c) Neither the Company nor any agreementCompany Subsidiary has violated or materially breached, contract or commitment relating to committed any default under, any Company Material Contract. To the future disposition Company's knowledge, no other Person has materially violated or acquisition of breached, or committed any investment in default under, any party or of any interest in any business enterprise involving the Business or the Acquired Assets, the Other Equipment or the Inventory;Company Material Contract. (d) No event has occurred, and no circumstance or condition exists, that (with or without notice or lapse of time) could reasonably be expected to (i) result in a violation or breach of any contract provision of any Company Material Contract; (ii) give any Person the right to declare a default or commitment for the sale or furnishing of materials, supplies, merchandise, equipment or services relating exercise any remedy under any Company Material Contract; (iii) to the Backlog Contracts;Company's knowledge, give any Person the right to receive or require a material rebate, chargeback, penalty or change in delivery schedule under any Company Material Contract; (iv) give any Person the right to accelerate the maturity or performance of any Company Material Contract; or (v) give any Person the right to cancel, terminate or modify any Company Material Contract. (e) Neither the Company nor any written agreement, instrument or other arrangement, or any unwritten agreement, contract, commitment or other arrangement, between or among Seller Company Subsidiary is party to a Government Contract and any none of the Affiliates of parties related to Seller or between or among business units of Seller;them has submitted a Government Bid. (f) any contract which grants to any person a preferential or other right to purchase any Schedule 4.14 of the Acquired AssetsCompany Disclosure Statement provides a list of all Company Material Contracts (including all amendments thereto) not otherwise included in the Company SEC Reports. The Company has provided or made available to Buyer a copy of each Company Material Contract (including all amendments thereto) listed in Schedule 4.14 (f) of the Company Disclosure Statement, the Other Equipment or the Inventory; (g) any contract, agreement or commitment with respect other than Company Material Contracts filed as Exhibits to the discharge or removal of Hazardous Materials by or from the Acquired Assets, the Other Equipment or the Inventory. (h) any confidentiality agreement with any person relating to a potential transaction for the sale Company SEC Reports and all copies of all or substantially all of the ownership interests or Acquired Assets or the Inventory, or with respect to a merger, reorganization or other business combination transaction involving Seller with such other person; (i) any other agreement or instrument material amendments to the BusinessCompany Material Contracts filed as exhibits to the Company SEC Reports, to the Acquired Assets, extent such amendments have not been filed with the Other Equipment or the Inventory or not made in the ordinary course of business. There is no course of dealing, waiver, arrangement, understanding or side letter or agreement applicable to any such contract of SellerSEC.

Contracts and Commitments. (a) Schedule 2.16 contains 2.14 sets forth a true complete and accurate list of ------------- all contracts known to the Company and the Stockholder after reasonable investigation which have been entered into by the Company or the Stockholder related to the Practice, and still in effect as of the date hereof (the "Contracts"), of the following categories: (i) Managed care contracts and other contracts with third-party payors; (ii) Employment or similar contracts and severance agreements; (iii) Contracts (other than Leases set forth on Schedule 2.13) ------------- related to the Company or the Practice which are not cancelable without liability on thirty (30) calendar days (or less) notice; (iv) Options with respect to any property, real or personal, whether the Company is the grantor or grantee thereunder; (v) Contracts involving expenditures or liabilities, actual or potential, in excess of one thousand dollars ($1,000) or otherwise material to the Practice or the Company; (vi) Promissory notes, loans, agreements, indentures, evidences of indebtedness, letters of credit, guarantees, or other instruments relating to an obligation to pay money, individually in excess of or in the aggregate in excess of one thousand dollars ($1,000), whether the Company shall be the borrower, lender or guarantor thereunder or whereby any properties of the Company are pledged; (vii) Contracts containing covenants limiting the freedom of the Company or any officer, director, employee, or stockholder of the Company, to engage in any line of business or compete with any person; and (viii) Any Contract with the United States, state or local government or any agency or department thereof. The Company has made available to PQC true, correct and complete list (copies within the Company's or a Stockholder's possession of, and Seller has previously delivered to Buyer true and complete copiesall records relating to, other than those contracts referenced in (d) below) of all of the following documents or agreementsContracts listed on Schedule 2.14, or summaries of material oral agreements or understandings, relating to the Business, the Acquired Assets, the Other Equipment or the Inventory to which, on the date of this Agreement, Seller is a party, or which relate to or affect Seller including all amendments and the Business, the Acquired Assets, the Other Equipment, the Inventory or the Acquisition and all documents or agreements which may require any action or consent in connection with the Acquisition, as they may have been amended to the date hereof. In addition to the foregoing, Seller has previously delivered, or will deliver within 30 days of the Closing Date, true and complete copies of the referenced contracts and commitments, other than (i) the partnership or joint venture agreements relating to the GE C&I China Affiliates otherwise required by (b) below, (ii) the Backlog Contracts referenced in subpart (d) below, which will be listed in a summary format including customer name, price, shop-order number, product description, non-standard terms, warranty provisions, delivery dates and delivery locations and (iii) where redactions in copies are required by applicable law or regulation as determined in good faith by mutual agreement of the parties: (a) any agreement, contract or commitment with any party containing any covenant limiting the ability of Seller or the Business to engage in business or to compete in any location or with any person;------------- supplements thereto. (b) any partnership Absence of Breaches or joint venture agreement with any party or any arrangements with any party with respect to Defaults. To the sharing knowledge of or in -------------------------------- the profits or revenues of the Business or by Seller on behalf of the Business in such partnership or joint venture, including any licensing, technology transfer or royalty agreements; (c) any agreement, contract or commitment relating to the future disposition or acquisition of any investment in any party or of any interest in any business enterprise involving the Business Company or the Acquired AssetsStockholder, the Other Equipment or the Inventory; (d) any contract or commitment for the sale or furnishing of materials, supplies, merchandise, equipment or services relating to the Backlog Contracts; (e) any written agreement, instrument or other arrangement, or any unwritten agreement, contract, commitment or other arrangement, between or among Seller and any of the Affiliates of parties related to Seller or between or among business units of Seller; (f) any contract which grants to any person a preferential or other right to purchase any of the Acquired Assets, the Other Equipment or the Inventory; (g) any contract, agreement or commitment with respect to the discharge or removal of Hazardous Materials by or from the Acquired Assets, the Other Equipment or the Inventory. (h) any confidentiality agreement with any person relating to a potential transaction for the sale of all or substantially all of the ownership interests Contracts are valid and in full force and effect. The Company and the Stockholder have duly performed all of their respective obligations under the Contracts, and no violation of, or Acquired Assets default or breach, under any Contracts by the Company or any other party has occurred except for any violations, defaults, or breaches that would not have a Material Adverse Effect and neither Company nor any other party, to the best of Company's or the InventoryStockholder's knowledge after due inquiry, or with respect to a merger, reorganization or other business combination transaction involving Seller with such other person; (i) has repudiated any other agreement or instrument material to the Business, the Acquired Assets, the Other Equipment or the Inventory or not made in the ordinary course of business. There is no course of dealing, waiver, arrangement, understanding or side letter or agreement applicable to any such contract of Sellerprovisions thereof.

Contracts and Commitments. Section 2.13 of the Disclosure Schedule 2.16 contains sets forth a true and complete list (and Seller has previously delivered to Buyer true and complete copies, other than those contracts referenced in (d) below) of all of the following documents or agreements, or summaries of material oral agreements or understandings, contracts and commitments relating to the BusinessBusiness to which the Company or any of the Subsidiaries is a party or by which the Company, any of the Acquired Assets, the Other Equipment Subsidiaries or the Inventory to which, on Assets are bound (except for purchase orders for inventory by the date of this Agreement, Seller is a party, Company or which relate to or affect Seller and the Business, the Acquired Assets, the Other Equipment, the Inventory or the Acquisition and all documents or agreements which may require any action or consent in connection with the Acquisition, as they may have been amended to the date hereof. In addition to the foregoing, Seller has previously delivered, or will deliver within 30 days of the Closing DateSubsidiaries in the ordinary course of business) (each, true and complete copies of the referenced contracts and commitments, other than (i) the partnership or joint venture agreements relating to the GE C&I China Affiliates otherwise required by (b) below, (ii) the Backlog Contracts referenced in subpart (d) below, which will be listed in a summary format including customer name, price, shop-order number, product description, non-standard terms, warranty provisions, delivery dates and delivery locations and (iii) where redactions in copies are required by applicable law or regulation as determined in good faith by mutual agreement of the parties:"Material Contract"): (a) employment agreements, severance agreements or employee termination arrangements that are not terminable at will by the Company or a Subsidiary without penalty; (b) any agreementchange of control agreements with employees of the Company or the Subsidiaries; (c) agreements, contract contracts, commitments or commitment with any party arrangements containing any covenant limiting the ability of Seller the Company or the Business Subsidiaries to engage in any line of business or to compete in any location or with any business or person; (b) any partnership or joint venture agreement with any party or any arrangements with any party with respect to the sharing of or in the profits or revenues of the Business or by Seller on behalf of the Business in such partnership or joint venture, including any licensing, technology transfer or royalty agreements; (c) any agreement, contract or commitment relating to the future disposition or acquisition of any investment in any party or of any interest in any business enterprise involving the Business or the Acquired Assets, the Other Equipment or the Inventory; (d) agreements or contracts with any contract Stockholder or commitment for any affiliate of a Stockholder (other than the sale Company and the Subsidiaries) or furnishing any officer, director or employee of materialsthe Company, suppliesthe Subsidiaries, merchandiseany Stockholder or any of such affiliates (other than employment, equipment severance and change of control agreements covered by clause (a) or services relating to the Backlog Contracts(b) above); (e) any written agreement, instrument agreements or other arrangementcontracts under which the Company or the Subsidiaries has borrowed or loaned money, or any unwritten note, bond, indenture, mortgage, installment obligation or other evidence of indebtedness for borrowed or loaned money or any guarantee of such indebtedness; (f) joint venture agreements or other agreements involving the sharing of profits; (g) leases pursuant to which Personal Property or Real Property is leased to or from the Company or the Subsidiaries; (h) powers of attorney from the Company or any Subsidiaries; (i) guaranties, suretyships or other contingent agreements of the Company or the Subsidiaries; (j) any agreement, contract, commitment or other arrangement, between or among Seller and any of the Affiliates of parties related arrangement relating to Seller or between or among business units of Seller; (f) any contract which grants to any person a preferential or other right to purchase any of the Acquired Assets, the Other Equipment or the Inventory; (g) any contract, agreement or commitment capital expenditures with respect to the discharge or removal of Hazardous Materials by or from the Acquired Assets, the Other Equipment Company or the Inventory. (h) Subsidiaries and involving future payments which exceed $50,000 in any confidentiality agreement with any person relating to a potential transaction for the sale of all or substantially all of the ownership interests or Acquired Assets or the Inventory, or with respect to a merger, reorganization or other business combination transaction involving Seller with such other person12-month period; (ik) any agreement, contract, commitment or arrangement relating to the acquisition of assets (other than in the ordinary course of business consistent with past practice) or any capital stock of any business enterprise; (l) contracts (other than those covered by clauses (a) through (k) above) pursuant to which the Company and the Subsidiaries will receive or pay in excess of $100,000 over the life of the contract; and (m) any other agreement or instrument material to the Businessagreements, the Acquired Assets, the Other Equipment or the Inventory or contracts and commitments not made entered into in the ordinary course of business. There Except as set forth in Section 2.13 of the Disclosure Schedule, neither the Company, the Subsidiaries nor, to the knowledge of the Company, any other party thereto, is no course in material breach of dealingor in material default under any Material Contract. Each such Material Contract is in full force and effect, waiverand is a legal, arrangementvalid and binding obligation of the Company and/or the Subsidiaries and, understanding to the knowledge of the Company, each of the other parties thereto, enforceable in accordance with its terms, subject to the qualification that enforcement of the rights and remedies created thereby are subject to (a) bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and other laws of general application affecting the rights and remedies of creditors, and (b) general principles of equity, regardless of whether enforcement is considered in a proceeding in equity or side letter or agreement applicable to any such contract of Sellerat law.

Contracts and Commitments. (a) Except as set forth in Schedule 2.16 contains a true and complete list (and Seller has previously delivered to Buyer true and complete copies3.17(a) hereto, other than those contracts referenced in (d) below) of all of the following documents or agreementsShaba does not have, or summaries of material oral agreements or understandings, relating to the Business, the Acquired Assets, the Other Equipment or the Inventory to which, on the date of this Agreement, Seller nor is a party, or which relate Shaba party to or affect Seller and the Business, the Acquired Assets, the Other Equipment, the Inventory or the Acquisition and all documents or agreements which may require any action or consent in connection with the Acquisition, as they may have been amended to the date hereof. In addition to the foregoing, Seller has previously delivered, or will deliver within 30 days of the Closing Date, true and complete copies of the referenced contracts and commitments, other than bound by: (i) the partnership any consulting or joint venture agreements relating to the GE C&I China Affiliates otherwise required by (b) below, (ii) the Backlog Contracts referenced in subpart (d) below, which will be listed in a summary format including customer name, price, shop-order number, product description, non-standard terms, warranty provisions, delivery dates and delivery locations and (iii) where redactions in copies are required by applicable law or regulation as determined in good faith by mutual agreement of the parties: (a) any sales agreement, contract or commitment with under which any party containing any covenant limiting the ability of Seller firm or the Business other organization provides services to engage in business or to compete in any location or with any personShaba; (bii) any partnership fidelity or joint venture agreement with any party surety bond or any arrangements with any party with respect to the sharing of or in the profits or revenues of the Business or by Seller on behalf of the Business in such partnership or joint venture, including any licensing, technology transfer or royalty agreementscompletion bond; (ciii) any agreement of indemnification or guaranty (other than nondisclosure agreements); (iv) any agreement, contract, commitment, transaction or series of transactions for any purpose other than in the ordinary course of Shaba's business relating to capital expenditures or commitments or long term obligations in excess of $10,000; (v) any agreement, contract or commitment relating to the future disposition or acquisition of any investment in any party assets or of any interest in any business enterprise involving the Business or the Acquired Assets, the Other Equipment or the Inventory; (d) any contract or commitment for the sale or furnishing of materials, supplies, merchandise, equipment or services relating to the Backlog Contracts; (e) any written agreement, instrument or other arrangement, or any unwritten agreement, contract, commitment or other arrangement, between or among Seller and any of the Affiliates of parties related to Seller or between or among business units of Seller; (f) any contract which grants to any person a preferential or other right to purchase any of the Acquired Assets, the Other Equipment or the Inventory; (g) any contract, agreement or commitment with respect to the discharge or removal of Hazardous Materials by or from the Acquired Assets, the Other Equipment or the Inventory. (h) any confidentiality agreement with any person relating to a potential transaction for the sale of all or substantially all of the ownership interests or Acquired Assets or the Inventory, or with respect to a merger, reorganization or other business combination transaction involving Seller with such other person; (i) any other agreement or instrument material to the Business, the Acquired Assets, the Other Equipment or the Inventory or not made in outside the ordinary course of businessShaba's business (other than the transactions contemplated by this Agreement); (vi) any mortgages, indentures, loans or credit agreements, security agreements or other arrangements or instruments relating to the borrowing of money or extension of credit, including guaranties referred to in clause (iii) hereof; (vii) any purchase order or contract for the purchase of inventory or other materials involving $10,000 or more; (viii) any distribution, joint marketing or development agreement; (ix) any assignment, license or other agreement with respect to any form of intangible property; or (x) any other agreement, contract or commitment that involves $10,000 or more (excluding any agreement for professional services entered into in connection with the transactions contemplated by this Agreement) or is not cancelable without penalty in excess of $10,000 within thirty (30) days (collectively, any of (i) through (x) above shall be known as "Contracts"). (b) Except as would not individually or in the aggregate have a Material Adverse Effect on Shaba, all such Contracts are valid and binding on Shaba and are in full force and effect and enforceable against Shaba in accordance with their respective terms. There Except as disclosed in Schedule 3.17(b) hereto, no approval or consent of, or notice to any Person the failure of which to obtain would have individually or in the aggregate a Material Adverse Effect is no course needed in order that such Contracts shall continue in full force and effect in accordance with its terms without penalty, acceleration or rights of dealingearly termination following the consummation of the Merger. Except to the extent any of the following would not individually or in the aggregate have a Material Adverse Effect, waiverShaba is not in violation of, arrangementbreach of or default under any such Contract nor, understanding or side letter or agreement applicable to the Members' knowledge, is any other party to any such contract Contract. Except as set forth in Schedule 3.17(b) hereto, Shaba is not in violation or breach of Selleror default under any such Contract (including leases of real property) relating to non-competition, indebtedness, guarantees of indebtedness of any other person, employment, or collective bargaining.

Contracts and Commitments. (a) Schedule 2.16 attached hereto contains a true true, complete and complete correct list (------------- and Seller has previously delivered to Buyer true and complete copies, other than those contracts referenced in (d) below) of all description of the following documents or contracts and agreements, whether written or summaries of material oral agreements or understandings(except as set forth below) (collectively, the "CONTRACTS"): (i) all loan agreements, indentures, mortgages and guaranties relating to the BusinessMDI Business or by which MDI or any of the Assets are bound; (ii) all pledges, conditional sale or title retention agreements, security agreements, equipment obligations, personal property leases and lease purchase agreements relating to any of the Acquired Assets, the Other Equipment or the Inventory Assets to which, on the date of this Agreement, which either Seller Entity is a party; (iii) all contracts, agreements, commitments, purchase orders or other understandings or arrangements relating to the MDI Business which relate involve payments or receipts by either Seller Entity of more than $10,000 in the case of any single contract, agreement, commitment, understanding or arrangement under which full performance (including payment) has not been rendered by all parties thereto; (iv) all collective bargaining agreements, written employment and consulting agreements, severance or separation agreements, change-in-control agreements, executive compensation plans, bonus plans, deferred compensation agreements, pension plans, retirement plans, employee stock option or stock purchase plans and group life, health and accident insurance and other employee benefit plans, agreements, arrangements or commitments to which either Seller Entity is a party or by which either Seller Entity or any of its property is bound that will be assumed by the Buyer; (v) all agency, distributor, sales representative and similar agreements relating to the MDI Business to which either Seller Entity is a party; (vi) all contracts, agreements or other understandings or arrangements relating to the MDI Business between either Seller Entity and any stockholder or affiliate (as such term is defined in the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "SECURITIES ACT")) of the Seller Entities ("AFFILIATE"); (vii) all leases relating to the MDI Business, whether operating, capital or otherwise; (viii) all contracts, agreements and other documents or information relating to past disposal of waste (whether or not hazardous) with respect to the MDI Business; (ix) all contracts, agreements, licenses, commitments, purchase orders or other understandings relating to the MDI Business to which either Seller Entity is a party obligated to or affect pursuant to which either Seller Entity (A) is otherwise obligated to perform maintenance services for (i) a period in excess of one year subsequent to the Closing Date or (ii) nominal or no consideration or (B) has licensed its products for nominal or no consideration; and (x) any other material agreement or contract relating to the MDI Business entered into by either Seller Entity. (b) Except as set forth on Schedule 2.16(b) attached hereto: ---------------- (i) each Contract is a valid and binding agreement of the applicable Seller Entity, enforceable against such Seller Entity in accordance with its terms, and the Business, Seller Entities do not have any knowledge that any Contract is not a valid and binding agreement of the Acquired Assets, other parties thereto; (ii) the Other Equipment, applicable Seller Entity has fulfilled all material obligations required pursuant to the Inventory or the Acquisition and all documents or agreements which may require any action or consent in connection with the Acquisition, as they may Contracts to have been amended performed by such Seller Entity on its part prior to the date hereof. In addition ; (iii) to the foregoing, Seller has previously delivered, or will deliver within 30 days knowledge of the Closing DateSeller Entities, true neither Seller Entity is in breach of or default under any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute such a default, result in a loss of rights or result in the creation of any lien, charge or encumbrance, thereunder or pursuant thereto; (iv) to the knowledge of the Seller Entities, there is no existing breach or default by any other party to any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute a default by such other party, result in a loss of rights or result in the creation of any lien, charge or encumbrance thereunder or pursuant thereto; (v) Neither Seller Entity is restricted by any Contract from carrying on its business anywhere in the world; and (vi) Neither Seller Entity has received notice of any product liability or product warranty claim under the Contracts, and neither Seller Entity is aware of any threatened claims. (c) Except as set forth on Schedule 2.3 or Schedule 2.16(c) attached hereto, ------------ ---------------- the continuation, validity and effectiveness of each Contract will not be affected by the transfer thereof to Buyer under this Agreement and all such Contracts are assignable to the Buyer without a consent. (d) True, correct and complete copies of all Contracts have previously been delivered by the referenced contracts and commitments, other than (i) the partnership or joint venture agreements relating Seller Entities to the GE C&I China Affiliates otherwise required by (b) below, (ii) the Backlog Contracts referenced in subpart (d) below, which will be listed in a summary format including customer name, price, shop-order number, product description, non-standard terms, warranty provisions, delivery dates and delivery locations and (iii) where redactions in copies are required by applicable law or regulation as determined in good faith by mutual agreement of the parties: (a) any agreement, contract or commitment with any party containing any covenant limiting the ability of Seller or the Business to engage in business or to compete in any location or with any person; (b) any partnership or joint venture agreement with any party or any arrangements with any party with respect to the sharing of or in the profits or revenues of the Business or by Seller on behalf of the Business in such partnership or joint venture, including any licensing, technology transfer or royalty agreements; (c) any agreement, contract or commitment relating to the future disposition or acquisition of any investment in any party or of any interest in any business enterprise involving the Business or the Acquired Assets, the Other Equipment or the Inventory; (d) any contract or commitment for the sale or furnishing of materials, supplies, merchandise, equipment or services relating to the Backlog Contracts; (e) any written agreement, instrument or other arrangement, or any unwritten agreement, contract, commitment or other arrangement, between or among Seller and any of the Affiliates of parties related to Seller or between or among business units of Seller; (f) any contract which grants to any person a preferential or other right to purchase any of the Acquired Assets, the Other Equipment or the Inventory; (g) any contract, agreement or commitment with respect to the discharge or removal of Hazardous Materials by or from the Acquired Assets, the Other Equipment or the InventoryBuyer. (h) any confidentiality agreement with any person relating to a potential transaction for the sale of all or substantially all of the ownership interests or Acquired Assets or the Inventory, or with respect to a merger, reorganization or other business combination transaction involving Seller with such other person; (i) any other agreement or instrument material to the Business, the Acquired Assets, the Other Equipment or the Inventory or not made in the ordinary course of business. There is no course of dealing, waiver, arrangement, understanding or side letter or agreement applicable to any such contract of Seller.

Contracts and Commitments. Schedule 2.16 contains a true The Company is not, and complete list (and Seller has previously delivered to Buyer true and complete copies, other than those contracts referenced in (d) below) of all of the following documents or agreements, or summaries of material oral agreements or understandings, relating after giving effect to the BusinessAcquisitions will not be, the Acquired Assets, the Other Equipment or the Inventory a party to which, on the date of this Agreement, Seller is a party, or which relate to or affect Seller and the Business, the Acquired Assets, the Other Equipment, the Inventory or the Acquisition and all documents or agreements which may require any action or consent in connection with the Acquisition, as they may have been amended to the date hereof. In addition to the foregoing, Seller has previously delivered, or will deliver within 30 days of the Closing Date, true and complete copies of the referenced contracts and commitments, other than (i) the partnership or joint venture agreements relating to the GE C&I China Affiliates otherwise required by (b) below, (ii) the Backlog Contracts referenced in subpart (d) below, which will be listed in a summary format including customer name, price, shop-order number, product description, non-standard terms, warranty provisions, delivery dates and delivery locations and (iii) where redactions in copies are required by applicable law or regulation as determined in good faith by mutual agreement of the parties: (a) any agreement, contract or commitment with any party containing any covenant limiting the ability of Seller or the Business to engage in business or to compete in any location or with any person; (b) any partnership or joint venture agreement with any party or any arrangements with any party with respect to the sharing of or in the profits or revenues of the Business or by Seller on behalf of the Business in such partnership or joint venture, including any licensing, technology transfer or royalty agreements; (c) any agreement, contract or commitment relating to the future disposition or acquisition of any investment in any party or of any interest in any business enterprise involving the Business or the Acquired Assets, the Other Equipment or the Inventory; (d) any contract or commitment for the sale or furnishing of materials, supplies, merchandise, equipment or services relating to the Backlog Contracts; (e) any written agreement, instrument or other arrangement, or any unwritten agreement, contract, commitment or other arrangement, between or among Seller and any of the Affiliates of parties related to Seller or between or among business units of Seller; (f) any contract which grants to any person a preferential or other right to purchase any of the Acquired Assets, the Other Equipment or the Inventory; (g) any contract, agreement obligation or commitment with respect to the discharge (whether written or removal of Hazardous Materials by or from the Acquired Assets, the Other Equipment or the Inventory. (horal) any confidentiality agreement with any person relating to which involves a potential transaction for the sale commitment in excess of all $50,000 or substantially all of the ownership interests or Acquired Assets or the Inventory, or with respect to a merger, reorganization or other business combination transaction involving Seller with such other person; (i) any other agreement or instrument which is otherwise material to the Business, the Acquired Assets, the Other Equipment or the Inventory or and not made entered into in the ordinary course of business, nor is the Company a party to any employment contracts; stock restriction, voting, redemption or purchase agreements; loan, capital lease or other financing agreements; licenses; distributor, sales representative agreement; agreements with the Founder or any other officers, directors, employees or stockholders of the Company or persons or organizations related to or affiliated with any such persons; leases; agreements relating to the merger, consolidation or the acquisition or disposition of any assets or capital stock (other than the Acquisition Agreements); agreements relating to the licensing, distribution, development or maintenance of DBS services, including without limitation any contract with the NRTC or with Hugh▇▇ ▇▇▇munications Galaxy, Inc. ("Hugh▇▇"); material agreements with subscribers of the Company's services, including without limitation, leases or rental agreements for satellite receiving systems for DirecTV ("DSS Systems") with subscribers; powers of attorney; or pension, profit-sharing, retirement or stock option plans, except in each case as are described in Schedule 2.11. There The Company does not know of any basis for the termination, expiration or modification of any such agreements prior to the expiration date thereof, which termination, expiration or modification may have an adverse effect on the assets, liabilities, business, financial condition or prospects of the Company. The Company is not in default under any contract, obligation or commitment (including without limitation the Acquisition Agreements), and to the best knowledge of the Company, there is no course state of dealing, waiver, arrangement, understanding facts which upon notice or side letter lapse of time or agreement applicable both would constitute such a default. The Company is not a party to any such contract or arrangement the performance of Sellerwhich under circumstances now foreseeable is likely to have an adverse effect on the assets, liabilities, business or condition, financial or otherwise, of the Company. The Company does not have any liability for renegotiation of any government contracts or subcontracts. The copies of the Acquisition Agreements (including the schedules thereto) and the contracts with the NRTC that have been furnished to counsel for the Investors are correct and complete as of the date hereof, and, to the best knowledge of the Company, no term therein or in the Hugh▇▇/▇▇▇C contract has been waived, modified or amended as of the date hereof.

Contracts and Commitments. Schedule 2.16 contains a true and complete list (and Seller has previously delivered to Buyer true and complete copies, other than those contracts referenced Except as set forth in (d) below) of all Section 5.11 of the following documents Disclosure Schedule, neither Dourave nor the Subsidiary is party to any written or agreements, or summaries of material oral agreements or understandings, relating to the Business, the Acquired Assets, the Other Equipment or the Inventory to which, on the date of this Agreement, Seller is a party, or which relate to or affect Seller and the Business, the Acquired Assets, the Other Equipment, the Inventory or the Acquisition and all documents or agreements which may require any action or consent in connection with the Acquisition, as they may have been amended to the date hereof. In addition to the foregoing, Seller has previously delivered, or will deliver within 30 days of the Closing Date, true and complete copies of the referenced contracts and commitments, other than (i) the partnership or joint venture agreements relating to the GE C&I China Affiliates otherwise required by (b) below, (ii) the Backlog Contracts referenced in subpart (d) below, which will be listed in a summary format including customer name, price, shop-order number, product description, non-standard terms, warranty provisions, delivery dates and delivery locations and (iii) where redactions in copies are required by applicable law or regulation as determined in good faith by mutual agreement of the partiesoral: (a) any contract, agreement, contract commitment or commitment with any party containing any covenant limiting the ability of Seller personal property lease which requires Dourave or the Business Subsidiary to engage make payments thereunder in business or to compete in any location or with any personexcess of $2,000; (b) any partnership note, loan or joint venture agreement with any party evidence of indebtedness on the part of Dourave or any arrangements with any party with respect to the sharing Subsidiary of or in the profits or revenues of the Business or by Seller on behalf of the Business in such partnership or joint venture, including any licensing, technology transfer or royalty agreementsmore than $2,000; (c) any agreementcontracts, contract agreements or commitment relating to commitments not otherwise described in (a) or (b) above which are not in the future disposition or acquisition ordinary course of any investment in any party or of any interest in any business enterprise involving the Business Dourave’s or the Acquired Assets, the Other Equipment Subsidiary’s business or which materially affect Dourave’s or the InventorySubsidiary’s business; (d) guarantee of any contract Liability or commitment for the sale or furnishing of materials, supplies, merchandise, equipment or services relating to the Backlog Contractsobligation; (e) contracts, agreements or commitments containing covenants limiting the freedom of Dourave or the Subsidiary to engage in any written agreement, instrument line of business or compete with any other arrangement, or any unwritten agreement, contract, commitment or other arrangement, between or among Seller and any of the Affiliates of parties related to Seller or between or among business units of SellerPerson; (f) contracts for the employment of any contract which grants to any person a preferential officer, individual, employee or other right person or entity on a full-time, part-time, consulting or other basis, or other agreement providing severance benefits or relating to purchase any of the Acquired Assetsloans to officers, the Other Equipment directors, employees or the InventoryAffiliates; (g) any contract, agreement partnership or commitment with respect to the discharge or removal of Hazardous Materials by or from the Acquired Assets, the Other Equipment or the Inventory.joint venture agreements; (h) any confidentiality agreement with any person relating contracts, agreements or commitments which have an unexpired term in excess of twelve (12) months from the date hereof, other than those which can be terminated on not more than thirty (30) days notice without Liability to a potential transaction for Dourave, the sale of all Subsidiary or substantially all of the ownership interests or Acquired Assets or the Inventory, or with respect to a merger, reorganization or other business combination transaction involving Seller with such other personBuyer; (i) contract or agreement which is incapable of being fulfilled or performed on time without undue or unusual expenditure of time, money or effort; (j) contract or agreement which provides for any payment or receipt of funds not accurately reflecting the value on an arm’s length basis of the services or goods in consideration of which that payment or receipt of funds has been made or is to be made; or STG_319977.13 (k) contract or agreement which involves or is likely to involve obligations, restrictions or liabilities whose nature or magnitude ought reasonably to be known by an intending purchaser of Dourave and its business. None of Dourave, the Subsidiary nor any other agreement party thereto is in default (nor does any circumstance exist which, with notice or instrument material the lapse of time or both, would result in such a default) under any agreement, contract, lease or commitment described in this Section 5.11 to which it is a party (the Business“Material Contracts”). Each of the Material Contracts is in full force and effect, is valid and binding and is enforceable against Dourave, the Acquired AssetsSubsidiary and each other party thereto in accordance with its terms, subject to general principles of equity and laws of general application relating to bankruptcy, insolvency, moratorium or similar laws affecting creditors’ rights generally, regardless of whether considered in a proceeding in equity or at law. The Sellers have delivered or made available to Buyer true and correct copies of the Material Contracts. Copies of each personal property lease have been provided or made available to Buyer and Section 5.11 of the Disclosure Schedule sets forth a list of such leases. Each personal property lease listed in Section 5.11 of the Disclosure Schedule includes a description of the leased property, the Other Equipment or monthly rent, the Inventory or not made in term of the ordinary course of business. There is no course of dealing, waiver, arrangement, understanding or side letter or agreement applicable lease and any options to any such contract of Sellerpurchase the leased property.

Contracts and Commitments. Schedule 2.16 contains a true and complete list (and Seller has previously delivered to Buyer true and complete copies, other than those contracts referenced in (da) below) of The “Contracts Schedule” attached hereto lists all of the following documents written agreements to which any member of the Company Group is a party and which are currently in effect: (i) Contracts which involve commitments to make capital expenditures or which provide for the purchase of materials, supplies, goods or services by any member of the Company Group from any one Person under which the undelivered balance of such products or services has a purchase price in excess of $250,000; (ii) master agreements, maintenance agreements, license subscription agreements, license agreements, or summaries substantially similar Contracts with any of material oral agreements or understandingsthe Company Group’s top 10 customers for each of (i) fiscal year 2013 (measured by annual recurring revenue, relating to services and license fees) and (ii) the Businessperiod beginning on January 1, the Acquired Assets, the Other Equipment or the Inventory to which, 2014 and ending on the date of the Stub Period Balance Sheet (measured by annual contract value for recurring revenue as of July 31, 2014); (iii) Contracts relating to Indebtedness of any member of the Company Group or any guaranty by any member of the Company Group of any obligation in respect of borrowed money; (iv) material Contracts with dealers, distributors or sales representatives; (v) employment, consulting and non-competition agreements with any employee, officer or consultant whose base annual compensation is equal to or greater than $150,000; (vi) all employment-related Contracts pursuant to which payments by any member of the Company Group will be required by reason of the consummation of the transactions contemplated in this Agreement, Seller Agreement whether alone or in conjunction with a termination of employment; (vii) Contracts pursuant to which any member of the Company Group is a partylessor or a lessee of any property, personal or real, or holds or operates any tangible personal property owned by another Person, except for any leases of personal property under which relate to the aggregate annual rent or affect Seller and the Business, the Acquired Assets, the Other Equipment, the Inventory or the Acquisition and all documents or agreements which may require lease payments do not exceed $250,000; (viii) any action or consent in connection with the Acquisition, as they may have been amended to the date hereof. In addition to the foregoing, Seller has previously delivered, or will deliver within 30 days of the Closing Date, true and complete copies of the referenced contracts and commitments, other than (i) the partnership or joint venture agreements agreement relating to the GE C&I China Affiliates otherwise required acquisition or disposition of any business (whether by (b) belowmerger, (ii) the Backlog Contracts referenced in subpart (d) belowsale of stock, which will be listed in a summary format including customer name, price, shop-order number, product description, non-standard terms, warranty provisions, delivery dates and delivery locations and (iii) where redactions in copies are required by applicable law sale of assets or regulation as determined in good faith by mutual agreement of the parties: (a) any agreement, contract or commitment with any party containing any covenant limiting the ability of Seller or the Business to engage in business or to compete in any location or with any personotherwise); (bix) any partnership or joint venture agreement with any party or any arrangements with any party with respect to the sharing of or in the profits or revenues of the Business or by Seller on behalf of the Business in such partnership or joint venture, including any licensing, technology transfer or royalty agreementsarrangement; (cx) any agreement, contract or commitment relating to Contract that (i) materially limits the future disposition or acquisition freedom of any investment member of the Company Group to compete in any party the Business as currently conducted on the date hereof or which would so limit the freedom of any interest in any business enterprise involving member of the Business Company Group after the Closing Date or the Acquired Assets, the Other Equipment or the Inventory;(ii) contains a “most favored nation” provision; or (dxi) all agreements of any member of the Company Group with (A) any contract Seller or commitment for the sale or furnishing any of materialsits Affiliates, supplies, merchandise, equipment or services relating to the Backlog Contracts; (eB) any written agreementPerson directly or indirectly owning, instrument controlling or other arrangement, holding with power to vote any outstanding voting securities of any Seller or any unwritten agreementof its Affiliates, contract(C) any Person 5% or more of whose outstanding voting securities are directly or indirectly owned, commitment controlled or other arrangement, between held with power to vote by any Seller or among Seller and any of the its Affiliates or (D) any director or officer of parties related to any Seller or between or among business units of Seller; (f) any contract which grants to any person a preferential or other right to purchase any of its Affiliates or any “associates” or members of the Acquired Assets“immediate family” (as such terms are respectively defined in Rule 12b-2 and Rule 16a-1 of the Securities Exchange Act of 1934, the Other Equipment as amended) of any such director or the Inventory; (g) any contract, agreement or commitment with respect to the discharge or removal of Hazardous Materials by or from the Acquired Assets, the Other Equipment or the Inventoryofficer. (hb) any confidentiality agreement with any person relating to a potential transaction for Except as disclosed on the sale of all or substantially all of the ownership interests or Acquired Assets or the Inventory, or with respect to a merger, reorganization or other business combination transaction involving Seller with such other person; attached “Contracts Schedule,” (i) no Contract set forth on the attached “Contracts Schedule” has been breached in any other agreement material respect or instrument material canceled by any member of the Company Group or, to the BusinessCompany’s Knowledge, the Acquired Assetsother party, which has not been duly cured or reinstated, (ii) to the Other Equipment Company’s Knowledge, no event has occurred on or prior to the Inventory date hereof that (with or not made in without notice, lapse of time or both) would constitute a material default by any member of the ordinary course of business. There is no course of dealing, waiver, arrangement, understanding or side letter or agreement applicable to Company Group under any such contract Contract, (iii) no member of Sellerthe Company Group is in receipt of any written claim of default under any such Contract which remains unresolved, and (iv) each Contract listed on the attached “Contracts Schedule” is in full force and effect, and is valid, binding and enforceable against the Company or one or more members of the Company Group, as applicable, and, to the Company’s Knowledge, is enforceable against the other party thereto, except as such enforceability may be limited by (A) applicable insolvency, bankruptcy, reorganization, moratorium or other similar laws affecting creditors’ rights generally and (B) applicable equitable principles (whether considered in a proceeding at law or in equity). True, correct and complete copies of each Contract listed on the attached “Contracts Schedule” have been made available to Purchaser.

Contracts and Commitments. (a) Schedule 2.16 2.13 attached hereto contains a true ------------- true, complete and complete correct list (and Seller has previously delivered to Buyer true and complete copies, other than those contracts referenced in (d) below) of all description of the following documents or contracts and agreements, whether written or summaries oral, to the extent that the Seller is a party to any such contract or agreement (collectively, the "Contracts"): (i) all loan agreements, indentures, mortgages and guaranties to which the Seller is a party or by which the Seller or any of material oral its property is bound; (ii) all pledges, conditional sale or title retention agreements, security agreements, equipment obligations, personal property leases and lease purchase agreements or understandings, relating to any of the BusinessAssets to which the Seller is a party or by which the Seller or any of its property is bound; (iii) all contracts, agreements, commitments, purchase orders or other understandings or arrangements to which the Acquired AssetsSeller is a party or by which the Seller or any of its property is bound; (iv) all collective bargaining agreements, employment and consulting agreements, executive compensation plans, bonus plans, deferred compensation agreements, pension plans, retirement plans, employee stock option or stock purchase plans and group life, health and accident insurance and other employee benefit plans, agreements, arrangements or commitments to which the Other Equipment Seller is a party or by which the Inventory Seller or any of its property is bound; (v) all agency, distributor, sales representative and similar agreements to which, on which the date of this Agreement, Seller is a party, or which relate to or affect Seller and the Business, the Acquired Assets, the Other Equipment, the Inventory or the Acquisition and all documents or agreements which may require any action or consent in connection with the Acquisition, as they may have been amended to the date hereof. In addition to the foregoing, Seller has previously delivered, or will deliver within 30 days of the Closing Date, true and complete copies of the referenced contracts and commitments, other than (i) the partnership or joint venture agreements relating to the GE C&I China Affiliates otherwise required by (b) below, (ii) the Backlog Contracts referenced in subpart (d) below, which will be listed in a summary format including customer name, price, shop-order number, product description, non-standard terms, warranty provisions, delivery dates and delivery locations and (iii) where redactions in copies are required by applicable law or regulation as determined in good faith by mutual agreement of the parties:; (avi) any agreementall leases, contract whether operating, capital or commitment with any party containing any covenant limiting otherwise, under which the ability of Seller is lessor or the Business to engage in business or to compete in any location or with any personlessee; (b) Except as set forth on Schedule 2.13 ------------- attached hereto: (i) each Contract is a valid and binding agreement of the Seller, enforceable against the Seller in accordance with its terms, and the Seller does not have any partnership or joint venture knowledge that any Contract is not a valid and binding agreement with any party or any arrangements with any party with respect of the other parties thereto; (ii) the Seller has fulfilled all material obligations required pursuant to the sharing Contracts to have been performed by the Seller on its part prior to the date hereof, and the Seller has no reason to believe that, but for the consummation of the transactions contemplated by this Agreement, it would not be able to fulfill, when due, all of its obligations under the Contracts which remain to be performed after the date hereof; (iii) the Seller is not in material breach of or default under any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute such a default, result in a loss of rights or result in the profits creation of any lien, charge or revenues encumbrance, thereunder or pursuant thereto; (iv) to the best knowledge of the Business Seller, there is no existing breach or default by any other party to any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute a default by such other party, result in a loss of rights or result in the creation of any lien, charge or encumbrance thereunder or pursuant thereto; (v) the Seller is not restricted by any Contract from carrying on behalf of its business anywhere in the Business in such partnership world; and (vi) the Seller has no written or joint ventureoral Contracts to sell products or perform services which are expected to be performed at, including any licensingor to result in, technology transfer or royalty agreements;a loss. (c) any agreement, contract Except as set forth on Schedule 2.2 or commitment relating to the future disposition or acquisition of any investment in any party or of any interest in any business enterprise involving the Business or the Acquired Assets------------ Schedule 2.13, the Other Equipment or continuation, validity and effectiveness of each Contract ------------- will not be affected by the Inventory;transfer thereof to Buyer under this Agreement and all such Contracts are assignable to Buyer without a third-party consent. (d) any contract or commitment for True, correct and complete copies of all Contracts have previously been delivered by the sale or furnishing of materials, supplies, merchandise, equipment or services relating Seller to the Backlog Contracts; (e) any written agreement, instrument or other arrangement, or any unwritten agreement, contract, commitment or other arrangement, between or among Seller and any of the Affiliates of parties related to Seller or between or among business units of Seller; (f) any contract which grants to any person a preferential or other right to purchase any of the Acquired Assets, the Other Equipment or the Inventory; (g) any contract, agreement or commitment with respect to the discharge or removal of Hazardous Materials by or from the Acquired Assets, the Other Equipment or the InventoryBuyer. (h) any confidentiality agreement with any person relating to a potential transaction for the sale of all or substantially all of the ownership interests or Acquired Assets or the Inventory, or with respect to a merger, reorganization or other business combination transaction involving Seller with such other person; (i) any other agreement or instrument material to the Business, the Acquired Assets, the Other Equipment or the Inventory or not made in the ordinary course of business. There is no course of dealing, waiver, arrangement, understanding or side letter or agreement applicable to any such contract of Seller.

Contracts and Commitments. Schedule 2.16 (a) SCHEDULE 7.15 attached hereto contains a true true, complete and complete correct list (and Seller has previously delivered to Buyer true and complete copies, other than those contracts referenced in (d) below) of all description of the following documents or contracts and agreements, whether written or summaries oral (collectively, the "Contracts"): (i) All loan agreements, mortgages and guaranties to which the Company is a party or by which the Company or any of its property is bound; (ii) All pledges, security agreements, liens, charges, encumbrances, Tangible Property leases and lease purchase agreements to which the Company is a party or by which any of its property is bound; (iii) All material oral contracts, agreements, commitments, purchase orders or other understandings or arrangements to which the Company is a party or by which it is bound, including such undertakings which may materially adversely affect the condition (financial or otherwise) or the properties, assets, business or prospects of the Company; (iv) All employment and consulting agreements, executive compensation plans, pension plans, health and accident insurance and other employee benefit plans (unless referred to in the employment agreements), and all other agreements (whether collective or personal), collective arrangements or commitments related to Employment issues to which the Company is a party or by which the Company or any of its property are bound; (v) All contracts, agreements or understandingsother understandings or arrangements between the Company and any of its shareholders or any affiliated entities to same; (vi) All contracts, relating agreements or other arrangements imposing a non-competition or non-solicitation obligation on the Company; and (vii) Any other material agreements or contracts entered into by the Company. (b) Except as set forth on SCHEDULE 7.15: (i) Each Contract is a valid and binding agreement of the Company, enforceable by or against the Company in accordance with its terms, and the Company does not have any knowledge that any Contract is not a valid and binding agreement of the other parties thereto; (ii) The Company has fulfilled all material obligations required, pursuant to the BusinessContracts, to have been performed by the Acquired AssetsCompany, as the Other Equipment or the Inventory to whichcase may be, on or prior to the date execution of this Agreement, Seller is a party, or which relate to or affect Seller and the Business, the Acquired Assets, the Other Equipment, the Inventory or the Acquisition and all documents or agreements which may require any action or consent in connection with the AcquisitionCompany, as they the case may have been amended be, has no reason to believe that it will not be able to fulfill, when due, all of its obligations under the date hereof. In addition Contracts which remain to be performed after the foregoing, Seller has previously delivered, or will deliver within 30 days execution of the Closing Date, true and complete copies of the referenced contracts and commitments, other than (i) the partnership or joint venture agreements relating to the GE C&I China Affiliates otherwise required by (b) below, (ii) the Backlog Contracts referenced in subpart (d) below, which will be listed in a summary format including customer name, price, shop-order number, product description, non-standard terms, warranty provisions, delivery dates and delivery locations and this Agreement; (iii) where redactions The Company is not in copies are required by applicable law breach of or regulation as determined default under any Contract, which may reasonably be expected to have a material adverse effect on the Company's business, and no event has occurred which with the passage of time or giving of notice or both would constitute such a default, result in good faith by mutual agreement a loss of rights or result in the creation of any lien, charge or encumbrance thereunder or pursuant thereto, which may reasonably be expected to have a material adverse effect on the Company's business. Without derogating from the generality of the parties: (a) above, the Company is not in breach of or default under the Technology Purchase and License Agreement executed among itself and ▇▇▇▇▇▇ - Armament Development Authority, and no event has occurred which with the passage of time or giving of notice or both would constitute such a default by the Company or result in a loss of any agreement, contract or commitment with any party containing any covenant limiting rights of the ability of Seller or the Business to engage in business or to compete in any location or with any personCompany under such Agreement; (biv) The Company is not aware of any partnership existing breach or joint venture agreement default by any other party to any Contract, which may reasonably be expected to have a material adverse effect on the Company's business, nor is it aware of an event which has occurred which with any party the passage of time or any arrangements with any party with respect to giving of notice or both would constitute such a default by such other party, result in a loss of rights of the sharing of Company or result in the profits creation of any lien, charge or revenues of encumbrance thereunder or pursuant thereto, which may reasonably be expected to have a material adverse effect on the Business or by Seller on behalf of the Business in such partnership or joint venture, including any licensing, technology transfer or royalty agreementsCompany's business; (cv) The Company is not restricted by any agreement, contract or commitment relating to the future disposition or acquisition of any investment in any party or of any interest in any Contract from carrying on its business enterprise involving the Business or the Acquired Assets, the Other Equipment or the Inventory; (d) any contract or commitment for the sale or furnishing of materials, supplies, merchandise, equipment or services relating to the Backlog Contracts; (e) any written agreement, instrument or other arrangement, or any unwritten agreement, contract, commitment or other arrangement, between or among Seller and any of the Affiliates of parties related to Seller or between or among business units of Seller; (f) any contract which grants to any person a preferential or other right to purchase any of the Acquired Assets, the Other Equipment or the Inventory; (g) any contract, agreement or commitment with respect to the discharge or removal of Hazardous Materials by or from the Acquired Assets, the Other Equipment or the Inventory. (h) any confidentiality agreement with any person relating to a potential transaction for the sale of all or substantially all of the ownership interests or Acquired Assets or the Inventory, or with respect to a merger, reorganization or other business combination transaction involving Seller with such other person; (i) any other agreement or instrument material to the Business, the Acquired Assets, the Other Equipment or the Inventory or not made anywhere in the ordinary course of business. There is no course of dealing, waiver, arrangement, understanding or side letter or agreement applicable to any such contract of Sellerworld.

Contracts and Commitments. Schedule 2.16 contains a true and complete list (and Seller has previously delivered to Buyer true and complete copies, other than those contracts referenced in (da) below) of all Section 3.13 of the Disclosure Schedule, under the caption referencing the subsections of this Section 3.13, lists the following documents contracts, commitments and/or binding understandings, whether oral or written, to which any of the Companies or any Subsidiary is a party and which are in effect as of the date hereof (the “Contracts“): (i) all executive officer or other material employment, agency or consulting agreements, all contracts or summaries commitments providing for severance, termination or similar payments, including on a change of control of the Companies, and all union, collective bargaining or similar agreements with labor representatives; (ii) all material oral distributor, reseller, OEM, dealer, manufacturer’s representative, sales agency or advertising agency, finder’s and manufacturing or assembly contracts; (iii) all material contracts terminable by any other party thereto upon a change of control of the Companies or any Subsidiary or upon the failure of the Companies or any Subsidiary to satisfy financial or performance criteria specified in such contract as provided therein; (iv) all agreements or understandings, indentures relating to the Businessborrowing of money or to mortgaging, pledging or otherwise placing a Lien (other than a Permitted Lien) on any of the Acquired Assetsassets of the Companies or any Subsidiary; (v) other than purchase orders and similar items in the ordinary course of business, all material contracts or group of related contracts with the Other Equipment customers or suppliers referenced in Section 3.20 hereof; (vi) all material contracts containing exclusivity or noncompetition provisions or which would otherwise prohibit the Companies or any Subsidiary from freely engaging in business anywhere in the world; (vii) all license agreements, transfer or joint-use agreements or other agreements providing for the payment or receipt of royalties or other compensation by the Companies or any Subsidiary in excess of $100,000 annually or $200,000 in the aggregate for any such agreement in connection with the Company Intellectual Property (as defined in Section 3.14(a) hereof); (viii) any and all other material agreements of the Companies not entered into in the ordinary course of business or that are material to the business, financial condition or results of operation of the Companies; (ix) any and all other contracts or commitments for capital expenditures in excess of $1,000,000; (x) all material agreements providing for the development of any products, software or Intellectual Property by or for any third party; and (xi) all agreements for the sale of any capital assets in excess of $1,000,000. (b) Each of the Companies or the Inventory applicable Subsidiary has performed in all material respects all obligations required to which, on be performed by it in connection with the Contracts and is not in receipt of any written claim of material default under any such Contract. The Companies have no knowledge of any breach or anticipated breach by any other party to any Contract. The Companies have no knowledge that any existing Contracts with the Companies’ or any Subsidiary’s customers cannot be fully performed by each of the Companies or the applicable Subsidiary in accordance with its terms. (c) Prior to the date of this Agreement, Seller is the Companies have made available to Buyer a party, or which relate to or affect Seller and the Business, the Acquired Assets, the Other Equipment, the Inventory or the Acquisition and all documents or agreements which may require any action or consent in connection with the Acquisition, as they may have been amended to the date hereof. In addition to the foregoing, Seller has previously delivered, or will deliver within 30 days of the Closing Date, true and complete copies copy of the referenced contracts and commitmentseach written Contract, other than (i) the partnership or joint venture agreements relating to the GE C&I China Affiliates otherwise required by (b) belowtogether with all amendments, (ii) the Backlog Contracts referenced in subpart (d) below, which will be listed in a summary format including customer name, price, shop-order number, product description, non-standard terms, warranty provisions, delivery dates and delivery locations and (iii) where redactions in copies are required by applicable law or regulation as determined in good faith by mutual agreement of the parties: (a) any agreement, contract or commitment with any party containing any covenant limiting the ability of Seller or the Business to engage in business or to compete in any location or with any person; (b) any partnership or joint venture agreement with any party or any arrangements with any party with respect to the sharing of or in the profits or revenues of the Business or by Seller on behalf of the Business in such partnership or joint venture, including any licensing, technology transfer or royalty agreements; (c) any agreement, contract or commitment relating to the future disposition or acquisition of any investment in any party or of any interest in any business enterprise involving the Business or the Acquired Assets, the Other Equipment or the Inventory; (d) any contract or commitment for the sale or furnishing of materials, supplies, merchandise, equipment or services relating to the Backlog Contracts; (e) any written agreement, instrument waivers or other arrangement, or any unwritten agreement, contract, commitment or other arrangement, between or among Seller and any of the Affiliates of parties related to Seller or between or among business units of Seller; (f) any contract which grants to any person a preferential or other right to purchase any of the Acquired Assets, the Other Equipment or the Inventory; (g) any contract, agreement or commitment with respect to the discharge or removal of Hazardous Materials by or from the Acquired Assets, the Other Equipment or the Inventorychanges thereto. (h) any confidentiality agreement with any person relating to a potential transaction for the sale of all or substantially all of the ownership interests or Acquired Assets or the Inventory, or with respect to a merger, reorganization or other business combination transaction involving Seller with such other person; (i) any other agreement or instrument material to the Business, the Acquired Assets, the Other Equipment or the Inventory or not made in the ordinary course of business. There is no course of dealing, waiver, arrangement, understanding or side letter or agreement applicable to any such contract of Seller.

Contracts and Commitments. Schedule 2.16 contains a true and complete list (and Seller has previously delivered to Buyer true and complete copies, other than those contracts referenced in (da) below) of all Section 5.8 of the following documents or agreementsCompany Disclosure Letter sets forth, or summaries as of material oral agreements or understandings, relating to the Business, the Acquired Assets, the Other Equipment or the Inventory to which, on the date of this Agreement, Seller the following Contracts (other than the Company Plans and Contracts terminable by the Company or one of the Company Subsidiaries upon notice of sixty (60) calendar days or less) to which the Company or any Company Subsidiary is a party: (i) collective bargaining, works council, shop, enterprise or recognition agreement or contract with any labor union, trade union, association of trade unions, labor organization, employee group, work’s council or health and safety committee; (ii) any employment agreement with any employee of the Company or any Company Subsidiary that provides for future payments in excess of $250,000 in any year (excluding at will offer letters entered into in the Ordinary Course of Business imposing no obligations on the part of the Company or any Company Subsidiary); (iii) any Contract relating to (A) the borrowing of money involving unpaid principal amounts or revolving capacity in excess of $100,000, or (B) the mortgaging, pledging or otherwise placing of a material Encumbrance (other than Permitted Encumbrances) on any of the Company’s or any Company Subsidiary’s material assets; (iv) any Real Property Lease; (v) any other lease or agreement under which relate to or affect Seller and it is the Business, the Acquired Assets, the Other Equipment, the Inventory or the Acquisition and all documents or agreements which may require any action or consent in connection with the Acquisition, as they may have been amended to the date hereof. In addition to the foregoing, Seller has previously deliveredlessee of, or will deliver within 30 days holds or operates any personal property owned by any other party, for which the annual rental exceeds $650,000 or lease or agreement under which it is the lessor of or permits any third party to hold or operate any property, real or personal, for which the Closing Date, true and complete copies of the referenced contracts and commitmentsannual rental exceeds $650,000; (vi) any Contract, other than purchase orders entered into in the Ordinary Course of Business, (iA) with the partnership ten (10) customers (the “Significant Customers”) and ten (10) suppliers/vendors (the “Significant Suppliers”) of the Company and/or the Company Subsidiaries, taken as a whole, that have purchase or joint venture agreements relating sold, as applicable, the most products or services to the GE C&I China Affiliates otherwise required by Company and the Company Subsidiaries during the twelve (b12) belowmonths ended June 30, 2017, (iiB) the Backlog Contracts referenced in subpart (d) below, which will be listed in a summary format including customer name, price, shop-order number, product description, non-standard terms, warranty provisions, delivery dates and delivery locations and (iii) where redactions in copies are required by applicable law or regulation as determined in good faith by mutual agreement of the parties: (a) any agreement, contract or commitment with any party containing any covenant limiting the ability of Seller or the Business to engage in business or to compete in any location or with any person; (b) any partnership or joint venture agreement with any party or any arrangements with any party with respect to the sharing of or in the profits or revenues of the Business or by Seller on behalf of the Business in such partnership or joint venture, including any licensing, technology transfer or royalty agreements; (c) any agreement, contract or commitment relating to the future disposition or acquisition of any investment in any party or of any interest in any business enterprise involving the Business or the Acquired Assets, the Other Equipment or the Inventory; (d) any contract or commitment for the purchase or sale or furnishing of materials, supplies, merchandise, equipment equipment, parts or other property or services relating to the Backlog Contractswith other customers or suppliers requiring aggregate future payments in excess of $1,250,000, or (C) any guaranty of any obligation described in clauses (A) and (B); (evii) any written agreementContract containing a covenant not to compete, instrument a non-solicitation covenant, standstill or other arrangement, restrictive covenant granted by the Company or any unwritten agreement, contract, commitment or other arrangement, between or among Seller and any of the Affiliates Company Subsidiaries in favor of parties related a third party that materially limits or purports to Seller materially limit the ability of the Company or between any of the Company Subsidiaries to freely conduct their business in the Ordinary Course of Business (excluding any confidentiality and non-disclosure agreements or among arrangements which are entered into in the Ordinary Course of Business that do not materially limit or purport to materially limit the ability of the Company or any of the Company Subsidiaries to freely conduct their business units in the Ordinary Course of SellerBusiness); (fviii) any contract which grants to any person a preferential Contract for capital expenditures or other right to purchase the acquisition or construction of fixed assets for the benefit and use of the Company or any of the Acquired AssetsCompany Subsidiaries, the Other Equipment performance of which involves unpaid commitments or the Inventoryliabilities in excess of $1,000,000; (gix) any contract, agreement Contract obligating the Company or commitment with respect any of the Company Subsidiaries to provide material indemnification (excluding any Contract that is entered into in the discharge Ordinary Course of Business or removal that is listed on Section 5.8(a)(i)-(viii) or ((x)-(xvii)) of Hazardous Materials by or from the Acquired Assets, the Other Equipment or the Inventory.Company Disclosure Letter); (hx) any confidentiality agreement Contract with any person relating Governmental Authority; (xi) any Contract that contains a “most favored nation” pricing arrangement or granting a party a right of first refusal, first offer or first negotiation, or similar preferential right; (xii) any Contract as to a potential transaction which material rights or obligations are outstanding for the sale acquisition (by merger or otherwise) of all or substantially all of the ownership interests assets or Acquired Assets securities of another Person or the Inventory, disposition of a material portion of the assets or with respect to a merger, reorganization of any business enterprise of the Company or other business combination transaction involving Seller with such other personthe Company Subsidiaries; (ixiii) any partnership, joint venture or similar agreement with any entity other than the Company or any of the Company Subsidiaries; (xiv) all Contracts providing for (A) change in control or retention payments, or (B) severance payments, individually in excess of $200,000 individually or $5,000,000 in the aggregate to, in each case, to any employees, directors, officers or individual independent contractors of the Company or any of the Company Subsidiaries; (xv) any agreement pursuant to which the Company or instrument any Company Subsidiary grants rights to any third party or receives a grant of rights from any third party to use any Intellectual Property material to the operation of the business of the Company or any Company Subsidiary, other than agreements (i) relating to off-the-shelf commercially available software available for an annual or one time license fee of less than $300,000 in the aggregate or (ii) containing nonexclusive grants to customers, distributors, suppliers or other commercial relationships in the Ordinary Course of Business; (xvi) all Contracts governing Affiliate Arrangements; (xvii) any Contract of a type not described in clauses (i) through (xvi) above that would reasonably be expected to involve payments by the Company and the Company Subsidiaries in excess of $1,500,000 during the twelve month period after the date hereof; and (xviii) any Contract of a type not described in clauses (i) through (xvii) above that under which the consequences of a default or termination would reasonably be expected to have a Material Adverse Effect. Each Contract of the type described in the foregoing clauses of this Section 5.8(a) is referred to herein as a “Material Contract”. (b) The Company has made available to the Purchaser a true and complete copy, as of the date of this Agreement, (including all amendments or modifications thereto) of each Material Contract, excluding purchase orders entered into in the Ordinary Course of Business. Certain of the contracts set forth on Section 5.8 of the Company Disclosure Letter have been provided through the “clean room” process to “clean team” members only. (c) With respect to each Material Contract, as of the date of this Agreement none of the Company, the Acquired AssetsCompany’s Subsidiaries, or, to the Other Equipment Knowledge of the Company, any other party thereto is (with or without the lapse of time or the Inventory giving of notice, or both) in material breach or default under such Material Contract. The execution, delivery and performance of this Agreement by the Company and the consummation of the transactions contemplated hereby do not made conflict with or result in any breach of, constitute a default under or result in a violation of, result in a modification of the effect of, give rise to any right of any party to terminate, cancel, or modify, or require any consent under the provisions of any Material Contract. No event has occurred as of the date of this Agreement, is pending as of the date of this Agreement or, to the Company’s Knowledge, threatened in writing, which after the giving of notice, lapse of time or otherwise would constitute a material breach or default by the Company or any the Company Subsidiaries under any Material Contract or, to the Company’s Knowledge, any other party to any Material Contract, except for such breaches or defaults, as would not, individually or in the ordinary course aggregate, have or reasonably be expected to have a material adverse impact on the Company and the Company Subsidiaries, taken as a whole. (d) Each Material Contract listed on Section 5.8 of business. There the Company Disclosure Letter is no course in full force and effect as of dealingthe date of this Agreement and constitutes a legal, waivervalid and binding obligation of the Company or its applicable Company Subsidiary, arrangementand, understanding to the Company’s Knowledge, constitutes a valid and binding obligation of the other parties thereto, in each case, except as such enforceability may be limited by the terms of such Contract or side letter or agreement applicable to any such contract of Sellerthe Equitable Exceptions.

Contracts and Commitments. (a) Except as set forth on Schedule 2.16 contains a true and complete list (and Seller has previously delivered 4.11(a), the Company is not party or subject to Buyer true and complete copies, other than those contracts referenced in (d) below) of all or bound by any of the following documents or agreements, or summaries of material oral agreements or understandings, relating to the Business, the Acquired Assets, the Other Equipment or the Inventory to which, on the date of this Agreement, Seller is (a party, or which relate to or affect Seller and the Business, the Acquired Assets, the Other Equipment, the Inventory or the Acquisition and all documents or agreements which may require any action or consent in connection with the Acquisition, as they may have been amended to the date hereof. In addition to the foregoing, Seller has previously delivered, or will deliver within 30 days of the Closing Date, true and complete copies of the referenced contracts and commitments, other than (i) the partnership or joint venture agreements relating to the GE C&I China Affiliates otherwise required by (b) below, (ii) the Backlog Contracts referenced in subpart (d) below, which will be listed in a summary format including customer name, price, shop-order number, product description, non-standard terms, warranty provisions, delivery dates and delivery locations and (iii) where redactions in copies are required by applicable law or regulation as determined in good faith by mutual agreement of the parties: (a) any agreement, contract or commitment with any party containing any covenant limiting the ability of Seller or the Business to engage in business or to compete in any location or with any person; (b) any partnership or joint venture agreement with any party or any arrangements with any party with respect to the sharing of or in the profits or revenues of the Business or by Seller on behalf of the Business in such partnership or joint venture, including any licensing, technology transfer or royalty agreements; (c) any agreement, contract or commitment relating to the future disposition or acquisition of any investment in any party or of any interest in any business enterprise involving the Business or the Acquired Assets, the Other Equipment or the Inventory; (d) any contract or commitment for the sale or furnishing of materials, supplies, merchandise, equipment or services relating to the Backlog Contracts; (e) any written agreement, instrument Contract or other arrangement, or any unwritten agreement, contract, commitment or other arrangement, between or among Seller and item responsive to any of the Affiliates of parties related to Seller following categories (whether or between or among business units of Seller; (f) any contract which grants to any person not set forth on Schedule 4.11(a)), a preferential or other right to purchase any of the Acquired Assets, the Other Equipment or the Inventory; (g) any contract, agreement or commitment with respect to the discharge or removal of Hazardous Materials by or from the Acquired Assets, the Other Equipment or the Inventory. (h) any confidentiality agreement with any person relating to a potential transaction for the sale of all or substantially all of the ownership interests or Acquired Assets or the Inventory, or with respect to a merger, reorganization or other business combination transaction involving Seller with such other person;“Material Contract”): (i) any other agreement Contracts with Material Customers or instrument material Material Suppliers; (ii) any broker, distributor, dealer, manufacturer’s representative, franchise, agency, sales promotion, market research, marketing consulting and advertising Contracts which have required payments by the Company in excess of $20,000 in the prior twelve months or on their terms require payments by Company of $20,000 or more annually; (iii) any outstanding loan, advance or investment by the Company to the Business, the Acquired Assets, the Other Equipment or the Inventory or not any Person (excluding advances to employees for de minimis business expenses made in the ordinary course of business. There is no , consistent with past practice that are not material, individually or in the aggregate); (iv) any Contracts with independent contractors or consultants (or similar arrangements) which have payment obligations of the Company in excess of $20,000 annually; (v) all Contracts granting any Person an option or a right of first refusal, first offer or similar preferential right to purchase any of the Equity Interests, assets or services of the Company; (vi) any Contract granting any Person “most favored nation”, “most favored customers”, or similar price or term protections or other rights obligating the Company to change the conditions of such Contract based on better terms of conditions provided to other Persons; (vii) any Contracts with any Governmental Entity; (viii) any Contracts that limit or purport to limit the ability of the Company or any of its managers, officers or employees to (A) own, operate, sell, transfer, pledge or otherwise dispose of or encumber any of its assets or services or (B) compete or engage in any line of business or compete or engage in any business with any Person or in any geographic area or during any period of time; (ix) any joint venture, partnership or similar Contracts; (x) any Contracts for the sale, assignment, lease, license or other disposition of Company’s assets, except for (a) non-exclusive licenses granted to end-user customers for the sale, lease or purchase of Company Software in the ordinary course of dealingbusiness consistent with past practice, waiverand (b) Contracts granting non-exclusive licenses to business software and off-the-shelf software, arrangementin each case, understanding that is commercially available on standard terms from third-party vendors and require payments by the Company less than $20,000 in the prior twelve months or side letter on their terms require payments by Company of $20,000 or less annually; (xi) any Contracts entered into relating to (a) the acquisition or disposition of any business (whether by merger, sale of Equity Interests, sale or assets or otherwise) or material portion of any assets or property (real or personal, tangible or intangible), or (b) the sale, transfer, issuance, redemption or disposition of any Equity Interests of any other Person; (xii) any powers of attorney with respect to the Company or the Business; (xiii) any written Contract with any employee entitled to receive compensation in excess of $50,000 annually that is not terminable at-will and all collective bargaining agreements or other Contracts with any labor organization, union or association; (xiv) any Contracts providing for any severance, “stay pay” or termination fee or payment with any manager, officer or employee or consultant of the Company or any fee, penalty, or payment related to an individual providing services to the Company that will be triggered in whole or in part, with or without a subsequent event, by consummation of the transactions contemplated by this Agreement; (xv) any Contracts concerning confidentiality, including business associate agreements, other than any Contract with the Company’s customers entered into in the ordinary course of business or with prospective purchasers of the Company; (xvi) any lease or similar agreement applicable under which the Company is the lessor of, or makes available for use by any third Person, any tangible personal property owned by the Company; (xvii) any Contracts providing licenses by or to the Company of any Proprietary Rights of any third party, including any settlement, development, hosting or other similar services Contracts, other than (a) non-exclusive licenses granted to end-user customers for the sale, lease or purchase of Company Software in the ordinary course of business consistent with past practice, and (b) non-exclusive licenses to business software and off-the-shelf software, in each case, that is commercially available on standard terms from third-party vendors and require payments by the Company less than $20,000 in the prior twelve months or on their terms require payments by Company of $20,000 or less annually; (xviii) any Contracts with any Insider, other than any Transaction Documents; (xix) any Contract with any professional employer organization, staffing agency, temporary employee agency or similar company or service provider; (xx) any Contracts involving the settlement or release of claims with any current employee, or with any former employee within the past five (5) years; and (xxi) any Contracts not otherwise included in the categories above involving aggregate consideration in excess of $20,000 annually. (b) The Company has provided complete copies of each written Material Contract, and an accurate summary of the material terms of any oral Material Contract, including any amendments, supplements, schedules, addenda or similar modifications thereto. Except as set forth on Schedule 4.11(b), with respect to each of the Material Contracts: (i) the Company has performed, in all material respects, all of the obligations required to be performed by it; (ii) the Company has not violated or breached, or declared or committed any default under, any such contract Contract and, to the Company’s Knowledge, no other Person has violated, breached, or declared or committed any default under, any such Contract. Except as set forth on Schedule 4.11(b), the Company has not received any written, or to the Company’s Knowledge oral, notice regarding any actual or alleged violation or breach of Selleror material default under, or intention to terminate, cancel, materially modify, not renew or let lapse upon the expiration of its term, any Material Contract.

Contracts and Commitments. (a) Schedule 2.16 contains a true and complete list 4.11 attached hereto lists: (and Seller has previously delivered to Buyer true and complete copies, other than those i) all contracts referenced in (d) below) of all of the following documents or agreements, or summaries of material oral agreements or understandings, relating to the Business, the Acquired other than Excluded Assets, the Other Equipment or the Inventory to which, on the date of this Agreement, Seller is a party, or which relate to or affect Seller and the Business, the Acquired Assets, the Other Equipment, the Inventory or the Acquisition and all documents or agreements which may require any action or consent in connection with the Acquisition, as they may have been amended to the date hereof. In addition to the foregoing, Seller has previously delivered, or will deliver within 30 days of the Closing Date, true and complete copies of the referenced contracts and commitments, other than (i) the partnership or joint venture agreements relating to the GE C&I China Affiliates otherwise required by (b) below, (ii) the Backlog Contracts referenced in subpart (d) below, which will be listed in a summary format including customer name, price, shop-order number, product description, non-standard terms, warranty provisions, delivery dates and delivery locations and (iii) where redactions in copies are required by applicable law or regulation as determined in good faith by mutual agreement of the parties: (a) any agreement, contract or commitment with any party containing any covenant limiting the ability of Seller or the Business to engage in business or to compete in any location or with any person; (b) any partnership or joint venture agreement with any party or any arrangements with any party with respect to the sharing of or in the profits or revenues of the Business or by Seller on behalf of the Business in such partnership or joint venture, including any licensing, technology transfer or royalty agreements; (c) any agreement, contract or commitment relating to the future disposition or acquisition of any investment in any party or of any interest in any business enterprise involving the Business or the Acquired Assets, the Other Equipment or the Inventory; (d) any contract or commitment for the sale or furnishing of materials, supplies, merchandise, equipment or services relating to the Backlog Contracts; (e) any written agreement, instrument or other arrangement, or any unwritten agreement, contract, commitment or other arrangement, between or among Seller and any of the Affiliates of parties related to Seller or between or among business units of Seller; (f) any contract which grants to any person a preferential or other right to purchase any of the Acquired Assets, the Other Equipment or the Inventory; (g) any contract, agreement or commitment with respect to the discharge or removal of Hazardous Materials by or from the Acquired Assets, the Other Equipment or the Inventory. (h) any confidentiality agreement with any person relating to a potential transaction for the sale of all or substantially all of the ownership interests or Acquired Assets or the Inventory, or with respect to a merger, reorganization or other business combination transaction involving Seller with such other person; (i) any other agreement or instrument material to the Business, the Acquired Assets, the Other Equipment or the Inventory whether or not made in the ordinary course of business that (A) require any of the Sellers or their Affiliates to pay in excess of $25,000 on an annual basis or in excess of $50,000 over the current contract term, or (B) is material to the business. There , operations, assets, financial condition, results of operations or prospects of the Business, taken as a whole, (ii) each partnership, joint venture, contribution, or other agreement to which any Seller is a party or is otherwise bound involving a sharing of profits, losses, costs or liabilities by the Seller or any of its Affiliates or any third party, relating to the Business; (iii) each written contract or other agreement to which any Seller is a party and containing terms which impose or purport to impose non-competition obligations upon the Business; (iv) each written warranty, guaranty or other similar undertaking with respect to contractual performance extended by Sellers with respect to the Business, (v) all real property leases, subleases, under leases, licenses or other occupancy agreements, and all amendments, modifications and supplements thereof (each, a “Real Estate Lease”) to which any Seller or any of its Affiliates is a party relating to the Business, (vi) any contract relating to or evidencing indebtedness of the Business or the Seller or any of its Affiliates in connection with the Business, including mortgages, other grants of security interests, guarantees or notes, and (vii) contracts with any of the Sellers, any Affiliates of any Sellers or any current officer, director, general partner or managing member of the Sellers or any Affiliate of any of the Sellers with respect to the Business ((i) — (vii) collectively, “Material Contracts”). (b) Except as set forth on Schedule 4.11(b), no course Seller has obtained any letter of dealingcredit or surety bond for, waiveror given any irrevocable power of attorney, arrangementin each case, understanding or side letter or agreement applicable relating to the Business, to any such contract person, firm or corporation for any purpose whatsoever, in each case, that is outstanding or will be in effect on the Closing Date. (c) Each Material Contract is a legal, valid, binding and enforceable agreement and is in full force and effect. Except as set forth on Schedule 4.11(c) none of Sellerthe Sellers have received any written notice of termination or written notice of any default or event that with notice or lapse of time, or both, would constitute a default by any of the Sellers under any Material Contract that would permit termination, give rise to a material penalty or materially adversely modify the terms thereof. None of the Sellers is in default under any Material Contract, nor, to the Sellers’ knowledge, is any other party to any Material Contract in breach of or default thereunder and no event has occurred that, with the lapse of time or the giving of notice or both, would constitute a breach or default by any of the Sellers or any other party thereunder. (d) Sellers have heretofore delivered or made available to Purchaser true and correct copies of all of the Material Contracts (including those Assumed Contracts that are Material Contracts), including all amendments, supplements and modifications thereto and provided access to other contracts of the Business.

Contracts and Commitments. Schedule 2.16 contains 3.7 to the Shareholder's Disclosure Letter is a true complete and complete list (and Seller has previously delivered to Buyer true and complete copies, other than those contracts referenced in (d) below) accurate listing of all mortgages, liens, licenses, leases, sales representation agreements, purchase orders (with unexpired terms of more than 12 months) and all other executory contracts, undertakings, commitments and agreements of the following documents Corporation, to which or agreementsby which it is bound, whether written or summaries of material oral agreements or understandingsoral, relating to the Business, the Acquired Assets, the Other Equipment or the Inventory to which, on the date of this Agreement, Seller is a party, or which relate to or affect Seller and the Business, the Acquired Assets, the Other Equipment, the Inventory or the Acquisition and all documents or agreements which may require any action or consent in connection with the Acquisition, as they may have been amended to the date hereof. In addition to the foregoing, Seller has previously delivered, or will deliver within 30 days of the Closing Date, true and complete copies of the referenced contracts and commitments, other than (i) entered into in the partnership ordinary course of business involving the payment by or joint venture agreements relating to the GE C&I China Affiliates otherwise required by (b) belowCorporation of more than $20,000.00 in the aggregate with respect to any such contract, undertaking, commitment or agreement, (ii) the Backlog Contracts referenced in subpart (d) below, which will be listed in a summary format including customer name, price, shop-order number, product description, non-standard terms, warranty provisions, delivery dates and delivery locations and (iii) where redactions in copies are required by applicable law or regulation as determined in good faith by mutual agreement of the parties: (a) any agreement, contract or commitment with any party containing any covenant limiting the ability of Seller or the Business to engage in business or to compete in any location or with any person; (b) any partnership or joint venture agreement with any party or any arrangements with any party with respect to the sharing of or in the profits or revenues of the Business or by Seller on behalf of the Business in such partnership or joint venture, including any licensing, technology transfer or royalty agreements; (c) any agreement, contract or commitment relating to the future disposition or acquisition of any investment in any party or of any interest in any business enterprise involving the Business or the Acquired Assets, the Other Equipment or the Inventory; (d) any contract or commitment for the sale or furnishing of materials, supplies, merchandise, equipment or services relating to the Backlog Contracts; (e) any written agreement, instrument or entered into other arrangement, or any unwritten agreement, contract, commitment or other arrangement, between or among Seller and any of the Affiliates of parties related to Seller or between or among business units of Seller; (f) any contract which grants to any person a preferential or other right to purchase any of the Acquired Assets, the Other Equipment or the Inventory; (g) any contract, agreement or commitment with respect to the discharge or removal of Hazardous Materials by or from the Acquired Assets, the Other Equipment or the Inventory. (h) any confidentiality agreement with any person relating to a potential transaction for the sale of all or substantially all of the ownership interests or Acquired Assets or the Inventory, or with respect to a merger, reorganization or other business combination transaction involving Seller with such other person; (i) any other agreement or instrument material to the Business, the Acquired Assets, the Other Equipment or the Inventory or not made than in the ordinary course of business, or (iii) with any of the Corporation's or Shareholders' Affiliates (the "Contracts"). There For the purposes of this Agreement, the term "Corporation's and Shareholders' Affiliates" shall include all "affiliates" of the Corporation and the Shareholders as such term is no course defined in the rules and regulations promulgated by the Securities and Exchange Commission under the Securities Act of dealing1933, waiveras amended. All of the Contracts have been duly executed by the Corporation, arrangementare currently in effect, understanding are valid and binding upon the Corporation and are enforceable in accordance with their terms. Neither the Corporation nor the Shareholders are aware of any facts that would prevent the performance of any of the Contracts. To the best of Trust B's knowledge, neither the Corporation nor any other party is in default under any one or side letter more of the Contracts. No claim of default has been asserted by the Corporation or agreement applicable to any such contract other party. To the best of SellerTrust B's knowledge, the Corporation has committed no act and there has been no omission which will result in the breach by it of any Contract. To the best of Trust B's knowledge, there has been no occurrence which will give rise to product liability or breach of warranty, not covered in full by insurance, on the part of the Corporation arising out of products sold, designed, manufactured, assembled, repaired, maintained, delivered or installed or services rendered by the Corporation prior to the Closing.

Contracts and Commitments. (a) Schedule 2.16 contains 5.11(a) sets forth a true and complete list (and Seller has previously delivered to Buyer true and complete copies, other than those contracts referenced in (d) below) as of all the date of this Agreement of each of the following documents or agreementstypes of written Contracts to which the Acquired Companies is a party, or summaries of material oral agreements or understandingsexcept for any Employee Benefit Plans (such Contracts listed in (i) through (x) below, collectively, the “Material Contracts”): (i) any Contract relating to the Businesssettlement of any litigation, administrative charge, investigation by a Governmental Body or other material dispute; (ii) any Contract that restricts or purports to restrict the Acquired AssetsCompanies from freely engaging in any business or competing anywhere in the world; (iii) any agreement or Contract under which an Acquired Company has borrowed any money or issued any note, indenture or other evidence of Indebtedness or guaranteed indebtedness or Liabilities of others (other than intercompany Indebtedness, endorsements for the Other Equipment purpose of collection, or purchases of equipment or materials made under conditional sales Contracts, in each case in the Inventory Ordinary Course of Business); (iv) any Contract that relates to whichthe research, on development, distribution, marketing, pre-clinical or clinical testing, other clinical studies, product release, supply or manufacture of any Company Product that is reasonably likely to result in the receipt or making of future payments in excess of $100,000 in the twelve (12) month period following the date of this Agreement; (v) any Contract providing for a joint venture, Seller is a partnership or limited liability company arrangement involving the sharing of profits, losses, costs or liabilities of any of the Acquired Companies with any third party, and any strategic alliance, collaboration, co-promotion or which relate research and development project Contract, in each case, that is material to or affect Seller and the Business, Business of the Acquired AssetsCompanies, taken as a whole; (vi) any Contract that has continuing obligations or interests involving (A) “milestone” or other similar contingent payments, including upon the Other Equipmentachievement of regulatory or commercial milestones or (B) payment of royalties or other amounts calculated based upon sales, the Inventory revenue, income or the Acquisition and all documents or agreements which may require similar measure of an Acquired Company; (vii) any action or consent in connection with the Acquisition, as they may have been amended to the date hereof. In addition to the foregoing, Seller has previously delivered, or will deliver within 30 days of the Closing Date, true and complete copies of the referenced contracts and commitments, other than (i) the partnership or joint venture agreements Contract relating to the GE C&I China Affiliates otherwise required by acquisition or disposition of assets or any interests in any business enterprise in the past three (b3) below, years; (iiviii) the Backlog Contracts referenced in subpart any Company IP Agreement (d) below, which will be listed in a summary format including customer name, price, shop-order number, product description, other than any non-standard termsexclusive licenses for Off-the-Shelf Software obtained by any Acquired Company in the Ordinary Course of Business); (ix) any agreement involving any resolution or settlement of any actual or threatened action, warranty provisionssuit, delivery dates and delivery locations and (iii) where redactions in copies are required by applicable law or regulation as determined in good faith by mutual agreement litigation proceeding involving the Acquired Companies with outstanding payment obligations of the parties:Acquired Companies in excess of $100,000 or any material ongoing requirements or restrictions on the Acquired Companies; and (ax) any agreement, contract or commitment agreement with any party containing Affiliate of any covenant limiting Acquired Company, including any agreement between or among the ability of Seller or the Business to engage in business or to compete in any location or with any person;Acquired Companies. (b) any partnership or joint venture agreement with any party or any arrangements with any party with respect to the sharing of or in the profits or revenues Each of the Business or by Seller on behalf of the Business Material Contracts is in such partnership or joint venturefull force and effect and is a valid, including any licensing, technology transfer or royalty agreements; (c) any agreement, contract or commitment relating to the future disposition or acquisition of any investment in any party or of any interest in any business enterprise involving the Business or the Acquired Assets, the Other Equipment or the Inventory; (d) any contract or commitment for the sale or furnishing of materials, supplies, merchandise, equipment or services relating to the Backlog Contracts; (e) any written agreement, instrument or other arrangement, or any unwritten agreement, contract, commitment or other arrangement, between or among Seller binding and any of the Affiliates of parties related to Seller or between or among business units of Seller; (f) any contract which grants to any person a preferential or other right to purchase any enforceable obligation of the Acquired AssetsCompanies, the Other Equipment or the Inventory; (g) any contractand, agreement or commitment with respect to the discharge or removal of Hazardous Materials by or from the Acquired Assets, the Other Equipment or the Inventory. (h) any confidentiality agreement with any person relating to a potential transaction for the sale of all or substantially all knowledge of the ownership interests or Acquired Assets or Company, each of the Inventory, or with respect to a merger, reorganization or other business combination transaction involving Seller with such other person; parties thereto. The Company (i) is not (with or without the lapse of time or the giving of notice, or both) in material breach of any other agreement Material Contract and (ii) has not received any written notice regarding any actual or instrument material alleged violation or breach of or default under, any Material Contract. None of the Material Contracts has been cancelled or otherwise terminated (except for expirations pursuant to the Business, terms thereof and terminations requested by the Acquired AssetsCompanies), and except as set forth on Schedule 5.11(b), none of the Other Equipment or the Inventory or not made in the ordinary course of business. There is no course of dealing, waiver, arrangement, understanding or side letter or agreement applicable to Acquired Companies has received any written notice from any Person regarding any such contract of Sellercancellation or termination.

Contracts and Commitments. (a) Schedule 2.16 contains 3.15 annexed hereto lists all material contracts, leases, commitments, technology agreements, software development agreements, software licenses, indentures and other agreements to which the Company is a true and complete party (collectively, "Material Contracts"), except that Schedule 3.15 need not list (and Seller has previously delivered to Buyer true and complete copiesany such agreement that is listed on any other Schedule hereto, other than those contracts referenced or was entered into in (d) below) of all the ordinary course of the following documents or agreements, or summaries of material oral agreements or understandings, relating to the Business, the Acquired Assets, the Other Equipment or the Inventory to which, on the date of this Agreement, Seller is a party, or which relate to or affect Seller and the Business, the Acquired Assets, the Other Equipment, the Inventory or the Acquisition and all documents or agreements which may require any action or consent in connection with the Acquisition, as they may have been amended to the date hereof. In addition to the foregoing, Seller has previously delivered, or will deliver within 30 days business of the Closing DateCompany and that, true and complete copies of the referenced contracts and commitments, other than in any case: (i) the partnership or joint venture agreements relating to the GE C&I China Affiliates otherwise required by (b) below, (ii) the Backlog Contracts referenced in subpart (d) below, which will be listed in a summary format including customer name, price, shop-order number, product description, non-standard terms, warranty provisions, delivery dates and delivery locations and (iii) where redactions in copies are required by applicable law or regulation as determined in good faith by mutual agreement of the parties: (a) any agreement, contract or commitment with any party containing any covenant limiting the ability of Seller or the Business to engage in business or to compete in any location or with any person; (b) any partnership or joint venture agreement with any party or any arrangements with any party with respect to the sharing of or in the profits or revenues of the Business or by Seller on behalf of the Business in such partnership or joint venture, including any licensing, technology transfer or royalty agreements; (c) any agreement, contract or commitment relating to the future disposition or acquisition of any investment in any party or of any interest in any business enterprise involving the Business or the Acquired Assets, the Other Equipment or the Inventory; (d) any contract or commitment is for the sale or furnishing purchase of materials, supplies, merchandise, equipment or services relating to the Backlog Contracts; (e) any written agreement, instrument supplies or other arrangement, or any unwritten agreement, contract, commitment or other arrangement, between or among Seller and any of the Affiliates of parties related to Seller or between or among business units of Seller; (f) any contract which grants to any person a preferential or other right to purchase any of the Acquired Assets, the Other Equipment or the Inventory; (g) any contract, agreement or commitment with respect to the discharge or removal of Hazardous Materials by or from the Acquired Assets, the Other Equipment or the Inventory. (h) any confidentiality agreement with any person relating to a potential transaction for the sale of all or substantially all of the ownership interests or Acquired Assets or the Inventory, or with respect to a merger, reorganization or other business combination transaction involving Seller with such other person; (i) any other agreement or instrument material to the Business, the Acquired Assets, the Other Equipment or the Inventory or not made inventory items in the ordinary course of business. ; (ii) is related to the purchase or lease of any capital asset involving aggregate payments of less than $5,000 per annum; or (iii) may be terminated without penalty, premium or liability by the Company on not more than thirty (30) days' prior written notice; provided, however, that Schedule 3.15 shall list all technology agreements, software development agreements and software licenses involving the Company or any Affiliate, regardless of the duration thereof or the amount of payments called for or required thereunder. (b) Except as set forth in Schedule 3.15: (i) all Material Contracts are in full force and effect; (ii) the Company is in compliance with all of its obligations under the Material Contracts, and has not received any written notice that any Material Contract is in breach or default or is now subject to any condition or event which has occurred and which, after notice or lapse of time or both, would constitute a default by any party under any such contract, lease, agreement or commitment; and (iii) none of the Material Contracts will be voided, revoked or terminated, or voidable, revocable or terminable, upon and by reason of the Merger and the change of ownership of the Company pursuant to this Agreement. (c) No purchase commitment by the Company is in excess of the normal, ordinary and usual requirements of the business of the Company. (d) Except as set forth in Schedule 3.15, the Company does not have any outstanding contracts with or commitments to officers, employees, technicians, agents, consultants or advisors that are not cancelable by the Company without penalty, premium or liability (for severance or otherwise) on less than thirty (30) days' prior written notice. (e) There is no course outstanding power of dealing, waiver, arrangement, understanding or side letter or agreement applicable attorney granted by the Company to any such contract of Sellerperson, firm or corporation for any purpose whatsoever.

Contracts and Commitments. (a) Except as set forth in Disclosure Schedule 2.16 contains a true and complete list (and Seller has previously delivered to Buyer true and complete copiesSection 5.12(a), other than those contracts referenced in (d) below) of all none of the following documents Contracts contain a provision (1) restricting any of the Seller Group from carrying on the Business or agreements, or summaries of material oral agreements or understandings, any part thereof anywhere in the world; (2) relating to the Business, the Acquired Assets, the Other Equipment or the Inventory to which, on the date of this Agreement, Seller is a party, or which relate to or affect Seller and the Business, the Acquired Assets, the Other Equipment, the Inventory or the Acquisition and all documents or agreements which may require any action or consent in connection with the Acquisition, as they may have been amended to the date hereof. In addition to the foregoing, Seller has previously delivered, or will deliver within 30 days of the Closing Date, true and complete copies of the referenced contracts and commitments, other than (i) the partnership or joint venture agreements relating to the GE C&I China Affiliates otherwise required by (b) below, (ii) the Backlog Contracts referenced in subpart (d) below, which will be listed in a summary format including customer name, price, shop-order number, product description, non-standard terms, warranty provisions, delivery dates and delivery locations and (iii) where redactions in copies are required by applicable law or regulation as determined in good faith by mutual agreement of the parties: (a) any agreement, contract or commitment with any party containing any covenant limiting the ability of Seller or the Business to engage in business or to compete in any location or with any person; (b) any partnership or joint venture agreement with any party or any arrangements with any party with respect to the sharing of or in the profits or revenues of the Business or by Seller on behalf of the Business in such partnership or joint venture, including any licensing, technology transfer or royalty agreements; (c) any agreement, contract or commitment relating to the future disposition or proposed acquisition of any investment in any party or of any interest in any operating business enterprise involving the Business or the Acquired Assets, the Other Equipment or the Inventory; (d) any contract or commitment for the sale or furnishing of materials, supplies, merchandise, equipment or services relating to the Backlog Contracts; (e) any written agreement, instrument or other arrangement, or any unwritten agreement, contract, commitment or other arrangement, between or among Seller and any of the Affiliates of parties related to Seller or between or among business units of Seller; (f) any contract which grants to any person a preferential or other right to purchase any of the Acquired Assets, the Other Equipment or the Inventory; (g) any contract, agreement or commitment with respect to the discharge or removal of Hazardous Materials by or from the Acquired Assets, the Other Equipment or the Inventory. (h) any confidentiality agreement with any person relating to a potential transaction for the sale of all or substantially all of the ownership interests or Acquired Assets or the Inventory, or with respect to a merger, reorganization or other business combination transaction involving Seller with such other person; (i) any other agreement or instrument material to the Business, the Acquired Assets, the Other Equipment or the Inventory or not made in assets outside the ordinary course of business. There ; or (3) relating to indebtedness for borrowed money, including capital leases and any security agreements relating thereto. (b) Disclosure Schedule Section 5.12(b) sets forth a complete and accurate list of each Contract: (i) relating to the supply of tandem accelerators; and (ii) with terms and conditions for services to be rendered by Seller that are different from Seller's standard terms and conditions for the service of products of the Business. (c) Disclosure Schedule Section 5.12(c) sets forth a complete and accurate list of all contracts, agreements, arrangements and commitments (whether or not a Contract) to which Seller or any of its Affiliates is no course a party and which relate to the Business: (i) for sales agency, representation or distribution; (ii) for consulting services; (iii) for research and development; and (iv) licenses to Seller or any Affiliate from any third Person of dealing, waiver, arrangement, understanding any intellectual property used in the Business or side letter any licenses from Seller or agreement applicable any Affiliate to any third Person of any Intellectual Property. (d) True and complete copies of all documents (together with all ancillary documents thereto, including any amendments, consents for alterations and documents regarding variations) set forth in Disclosure Schedule Sections 5.12(a), 5.12(b) and 5.12(c) have been delivered to Buyer. (e) Except as set forth in Disclosure Schedule Section 5.12(e), with respect to the Contracts, (i) each is a legal, valid and binding obligation of the Seller Group and, to the knowledge of the Seller Group, each other party thereto and in full force and effect, (ii) none of the Seller Group and, to the knowledge of the Seller Group, no other party thereto is in default in the performance of any of its obligations thereunder or in the payment of any principal of or interest on any indebtedness for borrowed money, (iii) no default of the Seller Group and, to the knowledge of the Seller Group, no other party thereto has occurred which (whether with or without notice, lapse of time, or both, or the happening or the occurrence of any other event) would constitute an event of default thereunder, (iv) upon consummation of the transactions contemplated by this Agreement without providing notice to or obtaining consent from any Person, each such contract of Sellercontract, agreement, commitment or restriction will continue in full force and effect without penalty or other adverse consequence and shall be unaffected by such transactions, and (v) no such contract, agreement, commitment or restriction has been amended or otherwise affected by any side letter, interpretation or correspondence relating thereto.

Contracts and Commitments. (a) Insofar as they relate to the Business and constitute a portion of the Transferred Assets, Schedule 2.16 3.13, together with the leases set forth on Schedule 3.9, the licenses and other agreements set forth on Schedule 3.10 and the employee benefit plans and commitments set forth on Schedule 3.15, contains a true and complete list and description (stated without duplication) of: (i) all contracts (including, without limitation, letters of credit) and commitments of the Seller has previously delivered which are material to Buyer true and complete copiesthe operations, other than those contracts referenced in business, prospects or condition (d) belowfinancial or otherwise) of the Seller or the Business; (ii) all employment agreements, arrangements and commitments, including severance or termination arrangements and commitments (whether written or oral), between the Seller and employees of the following documents Seller; (iii) all consulting agreements (whether written or agreementsoral), regardless of amounts or summaries duration; (iv) all manuals or written materials of the Seller relating to severance or termination pay; (v) all material oral agreements contracts or understandingscommitments (whether written or oral) with distributors, brokers, manufacturer's representatives, sales representatives, service or warranty representatives, customers and other persons, firms, corporations or other entities engaged in the sale, distribution, service or repair of the Seller's products; (vi) all other contracts, commitments and instruments of the Seller relating to the BusinessBusiness (excluding, for purposes of this clause (vi), leases) reflecting obligations for borrowed money or for other indebtedness or guarantees thereof; (vii) all purchase orders issued by or sales orders received by the Acquired Assets, the Other Equipment Business in excess of ten thousand dollars ($10,000.00) each and any purchase or the Inventory to which, sales orders which call for delivery or performance on a date more than three (3) months from the date of this Agreement, ; (viii) all contracts relating to construction-in-progress of capital assets; and (ix) all joint venture or materially similar agreements or arrangements to which the Seller is a partyparty in any way providing for the manufacture, marketing, sale or which relate to or affect Seller and the Business, the Acquired Assets, the Other Equipment, the Inventory or the Acquisition and all documents or agreements which may require distribution of any action or consent in connection with the Acquisition, as they may have been amended to the date hereof. In addition to the foregoing, Seller has previously delivered, or will deliver within 30 days products of the Seller. (b) The Seller shall deliver as soon as practicable after the Closing Date, Date true and complete copies of all of the referenced contracts documents identified on Schedules 3.9, 3.10, 3.13 and commitments3.15 (collectively, the "Material Contracts") and shall deliver true and complete copies of all such other than (i) agreements, instruments and documents as the partnership or joint venture agreements Purchaser may reasonably request relating to the GE C&I China Affiliates otherwise required by (b) belowoperation, (ii) the Backlog Contracts referenced in subpart (d) below, which will be listed in a summary format including customer name, price, shop-order number, product description, non-standard terms, warranty provisions, delivery dates and delivery locations and (iii) where redactions in copies are required by applicable law ownership or regulation as determined in good faith by mutual agreement conduct of the parties: (a) any agreement, contract or commitment with any party containing any covenant limiting the ability of Seller or the Business to engage in business or to compete in any location or with any person; (b) any partnership or joint venture agreement with any party or any arrangements with any party with respect to the sharing of or in the profits or revenues of the Business or by Seller on behalf of the Business in such partnership or joint venture, including any licensing, technology transfer or royalty agreements;Business. (c) The Seller is not a party to any agreement, contract or commitment relating to the future disposition or acquisition of any investment in any party or of any interest in any business enterprise involving written agreement that would restrict it from carrying on the Business or anywhere in the Acquired Assets, the Other Equipment or the Inventory;world. (d) any contract or commitment for the sale or furnishing of materials, supplies, merchandise, equipment or services relating to the Backlog Contracts; (e) any written agreement, instrument or other arrangement, or any unwritten agreement, contract, commitment or other arrangement, between or among Seller and any Each of the Affiliates of parties related to Seller or between or among business units of Seller; (f) any contract which grants to any person a preferential or other right to purchase any of the Acquired Assets, the Other Equipment or the Inventory; (g) any contract, agreement or commitment with respect to the discharge or removal of Hazardous Materials by or from the Acquired Assets, the Other Equipment or the Inventory. (h) any confidentiality agreement with any person relating to a potential transaction for the sale of all or substantially all of the ownership interests or Acquired Assets or the Inventory, or with respect to a merger, reorganization or other business combination transaction involving Seller with such other person; (i) any other agreement or instrument material to the Business, the Acquired Assets, the Other Equipment or the Inventory or not made Material Contracts has been entered into in the ordinary course of businessbusiness and to the actual knowledge of Seller is valid and binding, and none of such contracts contains terms or conditions which are materially adverse to the Seller or the Business. There is no course of dealing, waiver, arrangement, understanding or side letter or agreement applicable to any such contract To the actual knowledge of Seller, the Seller is not, and no other party is, in default under or in breach or violation of, nor has the Seller received actual notice of any asserted claim of default by the Seller or by any other party under, or a breach or violation of, any of the Material Contracts.

Contracts and Commitments. (a) Schedule 2.16 3.09(a) contains a true and complete list (and Seller has previously delivered to Buyer true and complete copies, other than those contracts referenced in (d) below) of all of the following documents or agreements, or summaries of material oral agreements or understandings, relating contracts to which the Business, the Acquired Assets, the Other Equipment or the Inventory to which, on the date of this Agreement, Seller Company is a partyparty or is otherwise bound (all such contracts required to be listed on Schedule 3.09(a), or which relate to or affect Seller and the Businesscollectively, the Acquired Assets, the Other Equipment, the Inventory or the Acquisition and all documents or agreements which may require any action or consent in connection with the Acquisition, as they may have been amended to the date hereof. In addition to the foregoing, Seller has previously delivered, or will deliver within 30 days of the Closing Date, true and complete copies of the referenced contracts and commitments, other than “Material Contracts”): (i) the partnership contract or joint venture agreements relating agreement with any staffing agent, employee leasing agency, or other provider of contingent workers to the GE C&I China Affiliates otherwise required by (b) below, Company; (ii) the Backlog Contracts referenced in subpart (d) belowcontract, which will be listed in a summary format including customer name, price, shop-order number, product description, non-standard terms, warranty provisions, delivery dates and delivery locations and (iii) where redactions in copies are required by applicable law or regulation as determined in good faith by mutual agreement of the parties: (a) any agreement, contract or commitment with any party containing any covenant limiting the ability of Seller or the Business to engage in business or to compete in any location or with any person; (b) any partnership or joint venture agreement with any party or any arrangements with any party with respect to the sharing of or in the profits or revenues of the Business or by Seller on behalf of the Business in such partnership or joint venture, including any licensing, technology transfer or royalty agreements; (c) any agreement, contract or commitment relating to the future disposition or acquisition of any investment in any party or of any interest in any business enterprise involving the Business or the Acquired Assets, the Other Equipment or the Inventory; (d) any contract or commitment for the sale or furnishing of materials, supplies, merchandise, equipment or services relating to the Backlog Contracts; (e) any written agreement, instrument or other arrangementindenture relating to the borrowing of money or incurrence, guaranty or assumption of Indebtedness or to mortgaging, pledging or otherwise placing a Lien, except for Permitted Liens, on any unwritten agreement, contract, commitment or other arrangement, between or among Seller and any portion of the Affiliates assets of parties related to Seller or between or among business units of Sellerthe Company; (fiii) any contract under which grants the Company has made an advance or loan to any person other Person (other than a preferential or other right routine advance made to purchase any an employee of the Acquired Assets, the Other Equipment or the Inventory; (g) any contract, agreement or commitment with respect to the discharge or removal of Hazardous Materials by or from the Acquired Assets, the Other Equipment or the Inventory. (h) any confidentiality agreement with any person relating to a potential transaction for the sale of all or substantially all of the ownership interests or Acquired Assets or the Inventory, or with respect to a merger, reorganization or other business combination transaction involving Seller with such other person; (i) any other agreement or instrument material to the Business, the Acquired Assets, the Other Equipment or the Inventory or not made Company in the ordinary course of business. There ); (iv) contract, lease or agreement under which it is lessee of, or holds or operates any personal property owned by any other party for which the annual rental exceeds $50,000 or has an unexpired term in excess of one (1) year; (v) contract that requires capital expenditures in excess of $50,000 following the Closing Date; (vi) contract for the sale or purchase of fixed assets or real estate having a value individually, with respect to all sales or purchases thereunder, in excess of $100,000, other than Contracts in which the applicable acquisition or disposition has been consummated and there are no material liabilities remaining thereunder; (vii) contract that requires the Company to purchase its total requirements of any product or service from a third Person (viii) contract or agreement relating to any acquisition of another Person, any equity interests of another Person or a material portion of the business or assets of another Person by the Company within the last five (5) years, in each case, other than those under which all liabilities, obligations and responsibilities of the Company have (1) expired or been fully discharged or performed or (2) been assigned to another Person that is not the Company; (ix) contract containing earn-out, deferred or contingent payment obligations on the part of the Company; (x) contract or agreement relating to the licensing or use of any third party Intellectual Property (other than non-exclusive licenses for commercially available, unmodified, off-the-shelf software licensed for aggregate fees of less than $10,000); (xi) contract or agreement relating to (a) the licensing of, or use by a third party of, any Intellectual Property owned or controlled by the Company (other than nonexclusive licenses to customers granted in the ordinary course of dealingbusiness), waiver, arrangement, understanding or side letter (b) the development of Intellectual Property for the Company; (xii) Affiliate Agreement; (xiii) contract or agreement applicable (other than confidentiality agreements entered into in the ordinary course of business) which places any material (1) restriction or limitation on the Company from freely engaging in any line of business or otherwise competes with any Person, (2) restriction or limitation in any manner the location the Company may operate or otherwise conduct business, (3) prohibition or limitation in any manner the right or ability of the Company to make, sell or distribute any products or services to or purchase any products or services from any Person, or (4) restriction or limitation in any manner the right or ability of the Company to solicit, hire or employ any Person; (xiv) except for nondisclosure agreements entered into in connection with the sale process of the Company, contract restricting or limiting in any manner the right or ability of any third party to (1) compete with the Company or (2) solicit, hire or employ any employee of the Company; (xv) contract or agreement with a Material Supplier; (xvi) contract or agreement with a Material Customer. (xvii) Government Contract; (xviii) contract or agreement that is a settlement, conciliation or similar agreement entered into during the past five (5) years with any Governmental Entity or third party involving the payment or receipt in excess of $50,000, including any contract related to any matter that, if made available to and known by the public, would reasonably be expected to result in public disgrace or disrepute, contempt, scandal, ridicule or substantial harm to the reputation or public standing of the Company; (xix) contract or agreement which the Company has (1) granted “most favored nation” or similar pricing terms, (2) agreed to sell or provide a minimum quantity of goods or services to, or agreed to sell or provide goods or services exclusively to, a certain Person, (3) granted any right of first refusal, right of first offer, right of first negotiation or similar right, or that could otherwise require the disposition of any assets or line of business of the Company, or (4) granted marketing or distribution rights relating to any products or territory; (xx) collective bargaining agreements or other agreements or contracts with any union or labor organization; (xxi) any employment, consulting, severance or compensation agreements or contracts (or similar arrangements) with employees, independent contractors or consultants which obligate the Company to pay more than $100,000 in any one (1) year period; (xxii) contract for the employment or severance of any current or former employee, director or other service provider of the Company and pursuant to which the Company has, or could reasonably be expected to have, any actual or contingent Liability or obligation to provide compensation or benefits in consideration for past, present or future services; (xxiii) contract which provides the counterparty (other than the Company) with a power of attorney to bind the Company; (xxiv) contract that imposes any confidentiality, standstill or similar obligation on the Company, except for those entered into in the ordinary course of business or in connection with the sale process of the Company or in connection with acquisitions of assets pursued by the Company in the ordinary course of business; (xxv) any partnership, joint venture or similar contract or agreement or any contract or agreement relating to ownership of or investment in any other Person; or (xxvi) contract not otherwise listed on Schedule 3.09(a) entered into outside the ordinary course of business for consideration in excess of $100,000. (b) True, correct and complete copies of all Material Contracts, including any amendments, waivers, or modifications thereto, have been made available to Purchaser. A true, correct and complete summary of the material terms of each non-written Material Contract has been made available to Purchaser. (c) Each Material Contract is valid, binding, enforceable and in full force and effect, except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies, and neither the Company nor, to the Company’s Knowledge, any other Person party to any such contract Material Contract is in, or is alleged in writing to be in, material breach of Selleror default under any such Material Contract. The Company has not received any written or, to the Company’s Knowledge, oral notice of non-renewal or termination of any Material Contract. No event has occurred, and no condition exists, that, after notice or lapse of time or both, would constitute a material violation, breach or event of default on the part of the Company under any Material Contract, or to the Company’s Knowledge, any other party thereto. No party to any Material Contract has exercised any termination rights with respect thereto, and no such party has given any written or, to the Company’s Knowledge, oral notice of any significant dispute with respect to any Material Contract.

Contracts and Commitments. Schedule 2.16 contains (i) Sellers have no contracts or commitments with respect to either purchases or sales by the Sellers involving a true and complete list (and Seller has previously delivered to Buyer true and complete copies, consideration in excess of $5,000 individually or $10,000 in the aggregate which is not cancelable by the Sellers without penalty upon 30 days notice other than those contracts referenced made in (d) below) the ordinary course of all business. No purchase commitments by the Sellers are in excess of the following documents or agreementsnormal, or summaries ordinary and usual requirements of material oral agreements or understandingstheir business or, relating to the Businessbest of their knowledge, at any price unreasonably high or known to or believed to be excessive. (ii) Schedule 2(e)(ii) identifies all employees, consultants and others who have received remuneration from the Acquired Assets, Sellers in connection with services rendered within the Other Equipment or year prior to the Inventory to which, on the date execution of this Agreement; including such individuals date of hire, Seller is a partyrate of remuneration, title and responsibility. Sellers have made no payments or which relate commissions or provided any benefits to or affect Seller and the Business, the Acquired Assets, the Other Equipment, the Inventory or the Acquisition and all documents or agreements which may require any action or consent others in connection with any sales or proposed sales by the AcquisitionSellers, as they may have been amended except to the date hereof. In addition to the foregoing, Seller has previously delivered, or will deliver within 30 days employees of the Closing Date, true Sellers or sales representatives regularly engaged by the Sellers to promote the sale of their products and complete copies services. To the best knowledge of the referenced contracts Sellers and commitmentsStockholder, none of such employees or sales representatives are employed or engaged as a consultant, advisor, purchasing representative, employee, officer, director or otherwise, whether paid or unpaid, by any customer or proposed customer or by any government or governmental agency or body of any kind and description or by any other person, firm or corporation or hold political office or position (whether or not paid) with any government or governmental agency or body or receive remuneration for services rendered from any person, firm or corporation other than (i) the partnership or joint venture agreements relating to the GE C&I China Affiliates otherwise required by (b) below, (ii) the Backlog Contracts referenced in subpart (d) below, which will be listed in a summary format including customer name, price, shop-order number, product description, non-standard terms, warranty provisions, delivery dates and delivery locations and Sellers. (iii) where redactions in copies Except as disclosed on Schedule 2(e)(ii), there are required by applicable law no contracts, agreements or regulation as determined in good faith by mutual agreement commitments or business arrangements with or to, and there have not been any sales to, purchases from or other business arrangements with, any current or former principal stockholders, directors or officers of the parties:Sellers (or any spouse or relative of any of the foregoing) and neither Sellers nor Stockholder have any interest in any party with which the Sellers do business. (aiv) Schedule 2(e)(iv) identifies all unexpired material contracts to which Sellers are bound. Except as set forth in Schedule 2(e)(iv), Sellers are not a party to any agreement, contract or commitment with any party containing any covenant limiting the ability of Seller or the Business to engage in business or to compete in any location or with any person; (bA) any partnership or joint venture agreement with any party or any arrangements with any party with respect to the sharing of or in the profits or revenues of the Business or by Seller on behalf of the Business in such partnership or joint venture, including any licensing, technology transfer or royalty agreements; (c) any agreement, contract or commitment relating to the future disposition or acquisition of any investment in any party or of any interest in any business enterprise involving the Business or the Acquired Assets, the Other Equipment or the Inventory; (d) any contract or commitment for the sale or furnishing of materials, supplies, merchandise, equipment or services relating to the Backlog Contracts; (e) any written agreement, instrument or other arrangement, or any unwritten agreement, contract, commitment or other arrangement, between or among Seller and any of the Affiliates of parties related to Seller or between or among business units of Seller; (f) any contract which grants to granting any person a any preferential or other right rights to purchase any of the Acquired Assetsits assets or properties; (B) which continues over a period (including any periods covered by an option to renew by any party) of more than one year from its date; (C) with any distributor, the Other Equipment dealer, sales agency or manufacturer's representative or with any sales, advertising or public relations agency; (D) for capital improvements or expenditures or the Inventory; construction of fixed assets; (gE) relating to the borrowing of money or to a line of credit, including, without limitation, any contractindenture, agreement mortgage, note, loan or commitment credit agreement, or any other contract or obligation or to the direct or indirect guaranty or assumption by the Sellers of obligations of others, including any arrangements which have the economic effect although not the legal form of a guaranty; (F) with respect to the discharge security interests, liens, pledges, charges, encumbrances, options, rights of first refusal, mortgages, indentures or removal of Hazardous Materials by or from the Acquired Assets, the Other Equipment or the Inventory. security agreements; (hG) any confidentiality agreement with any person relating to a potential transaction for the sale of all or substantially all of the ownership interests or Acquired Assets or the Inventory, or with respect to a merger, reorganization or other business combination transaction involving Seller with such other person; (i) any other agreement or instrument material to the Business, the Acquired Assets, the Other Equipment or the Inventory or not made in the ordinary course of business. There ; or (H) pursuant to which its right to compete with any corporation, business trust, firm, individual, partnership, joint venture, entity or organization, in the conduct of its business, is no course of dealingrestrained or restricted for any reason or in any way; except, waiverwith respect to clauses (B), arrangement(D) and (G), understanding agreements, contracts or side letter commitments obligating Sellers to pay more than $5,000 individually or agreement applicable to any such contract of Seller$10,000 in the aggregate.

Contracts and Commitments. (a) Schedule 2.16 4.10 contains a true true, complete and complete correct list (and Seller has previously delivered to Buyer true and complete copies, other than those contracts referenced in (d) below) of all of the following documents or agreements, or summaries of material oral agreements or understandings, relating to the Business, the Acquired Assets, the Other Equipment or the Inventory to which, on the date of this Agreement, Seller is a party, or which relate to or affect Seller and the Business, the Acquired Assets, the Other Equipment, the Inventory or the Acquisition and all documents or agreements which may require any action or consent in connection with the Acquisition, as they may have been amended to the date hereof. In addition to the foregoing, Seller has previously delivered, or will deliver within 30 days of the Closing Date, true and complete copies of the referenced written contracts and commitments, other than agreements (the "PML Material Contracts"): (i) all contracts, agreements, commitments, purchase orders or other understandings or arrangements to which PML is a party or by which PML or any of its properties is bound which involve payments or receipts by PML of more than US$5,000 in the partnership case of any single contract, agreement, commitment, understanding or joint venture agreements relating to the GE C&I China Affiliates otherwise required arrangement under which full performance (including payment) has not been rendered by (b) below, all parties thereto; (ii) the Backlog Contracts referenced in subpart (d) belowall collective bargaining agreements, employment and consulting agreements, executive compensation plans, bonus plans, deferred compensation agreements, pension plans, retirement plans, employee stock option or stock purchase plans and group life, health and accident insurance and other employee benefit plans, agreements, arrangements or commitments to which will be listed in PML is a summary format including customer name, price, shop-order number, product description, non-standard terms, warranty provisions, delivery dates and delivery locations and party or by which PML or any of its properties is bound; and (iii) where redactions in copies are required by applicable law all material leases, whether operating, capital or regulation as determined in good faith by mutual agreement of the parties: (a) any agreementotherwise, contract under which PML is lessor or commitment with any party containing any covenant limiting the ability of Seller or the Business to engage in business or to compete in any location or with any person;lessee. (b) PML has no other material agreements and commitments, including, to the extent material, but not limited to: (i) pledges, conditional sale or title retention agreements, security agreements, equipment obligations, and lease agreements relating to any partnership of PML's assets to which PML is a party or joint venture agreement by which PML is bound; (ii) contracts, agreements, commitments, purchase orders or other understandings or arrangements involving payment by PML of US$5,000 or more and relating to PML's business or assets to which PML is a party or by which PML is bound under which full performance (including payment) has not been rendered by all parties thereto, or which may materially adversely affect the financial condition of its business; (iii) distribution agreements, agency agreements, franchises or similar agreements to which PML is a party or by which it is bound affecting its business; (iv) contracts under which full performance (including payment) has not been rendered by PML with any party stockholder, current or former director, any arrangements lessor connected with any party with respect to the sharing of a stockholder or in the profits current or revenues of the Business former director, employee, consultant, agent, representative or by Seller on behalf of the Business in such partnership or joint venturesecurity holder, including any licensingemployment, technology transfer consulting or royalty agreementsdeferred compensation agreement and any executive compensation, bonus or incentive plan agreement; (cv) any agreement, contract or commitment relating to the future disposition or acquisition of any investment in any party or of any interest in any business enterprise involving the Business or the Acquired Assets, the Other Equipment or the Inventory; (d) any contract or commitment contracts for the sale or furnishing purchase, sale, lease of materials, supplies, merchandise, equipment or capital assets, or the receipt of services relating to by PML, (i) the Backlog Contracts;performance of which will extend over a period of more than one year and involve consideration in excess of US$5,000 (excluding contracts that may be terminated without penalty on notice of 90 days or less), or (ii) involve consideration in excess of US$5,000; or (evi) any written agreement, instrument or other arrangement, or any unwritten agreement, contract, commitment or other arrangement, between or among Seller contracts of guarantee and any of the Affiliates of parties related to Seller or between or among business units of Seller; (f) any contract which grants to any person a preferential or other right to purchase any of the Acquired Assets, the Other Equipment or the Inventory; (g) any contract, agreement or commitment with respect to the discharge or removal of Hazardous Materials by or from the Acquired Assets, the Other Equipment or the Inventoryindemnification. (hc) Except as disclosed on Schedule 4.10, PML is not in default in any confidentiality agreement with material respect under any person relating PML Material Contract, and no event has occurred which, after notice or lapse of time, or both, would constitute such a default, result in a loss of material rights or result in the creation of any material lien, charge or encumbrance, under any such contract, and to a potential transaction for the sale of all or substantially all Knowledge of the ownership interests or Acquired Assets or the InventorySeller, or with respect to a merger, reorganization or other business combination transaction involving Seller with such other person; (ix) there is no existing material default by any other agreement or instrument material to the Business, the Acquired Assets, the Other Equipment or the Inventory or not made in the ordinary course of business. There is no course of dealing, waiver, arrangement, understanding or side letter or agreement applicable party to any such contract contract, and (y) no event has occurred which after notice or lapse of Sellertime, or both, would constitute a material default by such other party, result in a loss of material rights or result in the creation of any material lien, charge or encumbrance, under any such contract.

Contracts and Commitments. (a) Schedule 2.16 2.15 attached hereto contains a true true, complete and complete correct list (if written) and Seller has previously delivered to Buyer true and complete copies, other than those contracts referenced in description (d) belowif oral) of all of the following documents or material contracts, agreements, leases, licenses and other instruments, whether written or summaries of material oral agreements or understandingsoral, relating to which the Business, the Acquired Assets, the Other Equipment or the Inventory to which, on the date of this Agreement, Seller is a party, necessary or which useful to the conduct of the Audio Business, as conducted by the Seller, but excluding insurance policies, employee benefit plans, and any loan agreements, indentures, mortgages and guaranties relating to the Audio Business that will cease to exist after the Closing Date and general support, management and supervision provided by the Seller's headquarters office (collectively, the "CONTRACTS"), including, without limitation, the following types of Contracts: (i) all loan agreements, indentures, mortgages and guaranties that relate to the Audio Business or affect by which any of the Assets are bound; (ii) all pledges, conditional sale or title retention agreements, security agreements, equipment obligations, personal property leases and lease purchase agreements relating to the Audio Business or by which any of the Assets are bound; (iii) all contracts, agreements, commitments, purchase orders or other understandings or arrangements relating to the Audio Business or by which any of the Assets are bound which (A) involve payments or receipts by the Seller of more than $25,000 in the case of any single contract, agreement, commitment, understanding or arrangement under which full performance (including payment) has not been rendered by all parties thereto or (B) which, if terminated or discontinued, could reasonably be expected to have a Material Adverse Effect; (iv) all collective bargaining agreements, employment and consulting agreements relating to the Audio Business or by which any of the Assets are bound; (v) all agency, distributor, sales representative and similar agreements relating to the Audio Business; (vi) all leases (including the Leases), whether operating, capital or otherwise, relating to the Acquired AssetsAudio Business; and (vii) any other material agreement or contract entered into by the Seller relating to the Audio Business. For the purposes of this Section 2.15 and Schedule 2.15, (A) Schedule 2.15 shall be deemed to include each of the Other EquipmentLeases identified in Schedule 2.10, and (B) any contracts, agreements, commitments, purchase orders or other understandings or arrangements relating to the Inventory Audio Business but which are not required to be listed on Schedule 2.15 because of the disclosure threshold set forth in Section 2.15(a)(iii) above shall nevertheless be deemed to be Contracts, PROVIDED that the aggregate of all payments and receipts by the Seller under all such contracts, agreements, commitments, purchase orders or the Acquisition and all documents other understandings or agreements which may require any action or consent in connection with the Acquisitionarrangements does not exceed $75,000. (b) Except as set forth on Schedule 2.15 attached hereto, as they may to each Contract other than the Leases (which shall be governed by the representations and warranties contained in Section 2.10): (i) each Contract which is to be assumed by the Buyer as an Assumed Liability (an "ASSUMED CONTRACT") is a valid and binding agreement of the Seller, enforceable against the Seller in accordance with its terms, and neither the Seller nor the Principal has any knowledge that any Assumed Contract is not a valid and binding agreement of the other parties thereto; (ii) the Seller has fulfilled all material obligations required pursuant to the Assumed Contracts to have been amended performed by the Seller on its part prior to the date hereof. In addition ; (iii) the Seller is not in breach of or default under any Assumed Contract in any material respect, and there has occurred no violation by the Seller of any provision of any Assumed Contract which with the passage of time (such as a grace period) or giving of notice or both would constitute such a default by the Seller, result in a loss of rights or result in the creation of any lien, charge or encumbrance on the Seller's assets, thereunder or pursuant thereto; (iv) to the foregoing, Seller has previously delivered, or will deliver within 30 days knowledge of the Closing DateSeller and the Principal, true there is no existing breach or default by any other party to any Assumed Contract, and there has occurred no violation of any provision of any Assumed Contract which with the passage of time (such as a grace period) or giving of notice or both would constitute such a default by such other party, result in a loss of rights by the Seller or result in the creation of any lien, charge or encumbrance on the Seller's assets thereunder or pursuant thereto; and (v) the Seller is not restricted by any Assumed Contract from carrying on the Audio Business or activities reasonably related thereto anywhere in the world. (c) Except as set forth on Schedule 2.3, the continuation, validity and effectiveness of each Assumed Contract will not be affected by the transfer thereof to the Buyer under this Agreement nor will the transfer thereof give any person a right of termination or right to make a material modification with respect to such Assumed Contract and all such Assumed Contracts are assignable to the Buyer without a consent. (d) True, correct and complete copies of all written Contracts and descriptions of all oral Contracts have previously been made available by the referenced contracts and commitments, other than (i) the partnership or joint venture agreements relating Seller to the GE C&I China Affiliates otherwise required by (b) below, (ii) the Backlog Contracts referenced in subpart (d) below, which will be listed in a summary format including customer name, price, shop-order number, product description, non-standard terms, warranty provisions, delivery dates and delivery locations and (iii) where redactions in copies are required by applicable law or regulation as determined in good faith by mutual agreement of the parties: (a) any agreement, contract or commitment with any party containing any covenant limiting the ability of Seller or the Business to engage in business or to compete in any location or with any person; (b) any partnership or joint venture agreement with any party or any arrangements with any party with respect to the sharing of or in the profits or revenues of the Business or by Seller on behalf of the Business in such partnership or joint venture, including any licensing, technology transfer or royalty agreements; (c) any agreement, contract or commitment relating to the future disposition or acquisition of any investment in any party or of any interest in any business enterprise involving the Business or the Acquired Assets, the Other Equipment or the Inventory; (d) any contract or commitment for the sale or furnishing of materials, supplies, merchandise, equipment or services relating to the Backlog Contracts; (e) any written agreement, instrument or other arrangement, or any unwritten agreement, contract, commitment or other arrangement, between or among Seller and any of the Affiliates of parties related to Seller or between or among business units of Seller; (f) any contract which grants to any person a preferential or other right to purchase any of the Acquired Assets, the Other Equipment or the Inventory; (g) any contract, agreement or commitment with respect to the discharge or removal of Hazardous Materials by or from the Acquired Assets, the Other Equipment or the InventoryBuyer. (h) any confidentiality agreement with any person relating to a potential transaction for the sale of all or substantially all of the ownership interests or Acquired Assets or the Inventory, or with respect to a merger, reorganization or other business combination transaction involving Seller with such other person; (i) any other agreement or instrument material to the Business, the Acquired Assets, the Other Equipment or the Inventory or not made in the ordinary course of business. There is no course of dealing, waiver, arrangement, understanding or side letter or agreement applicable to any such contract of Seller.

Contracts and Commitments. (a) Except as disclosed in Schedule 2.16 contains 3.18, none of the Companies nor any Subsidiary of a true and complete list Company is a party to or bound by: (and Seller has previously delivered to Buyer true and complete copiesi) any lease of personal property providing for annual rental payments of $50,000 or more; (ii) any agreement that materially restricts any Company from engaging in any business or activity anywhere in the world, other than those contracts referenced in (d) below) of all restrictions which are immaterial to the conduct of the following documents or agreements, or summaries business conducted by any Company as of material oral agreements or understandings, relating to the Business, the Acquired Assets, the Other Equipment or the Inventory to which, on the date of this Agreement, Seller is a party, or which relate to or affect Seller and the Business, the Acquired Assets, the Other Equipment, the Inventory or the Acquisition and all documents or agreements which may require any action or consent in connection with the Acquisition, as they may have been amended to the date hereof. In addition to the foregoing, Seller has previously delivered, or will deliver within 30 days of the Closing Date, true and complete copies of the referenced contracts and commitments, other than (i) the partnership or joint venture agreements relating to the GE C&I China Affiliates otherwise required by (b) below, (ii) the Backlog Contracts referenced in subpart (d) below, which will be listed in a summary format including customer name, price, shop-order number, product description, non-standard terms, warranty provisions, delivery dates and delivery locations and ; (iii) where redactions in copies are required by applicable law or regulation as determined in good faith by mutual any agreement of the parties: (a) any agreement, contract or commitment with any party containing any covenant limiting the ability of Seller or the Business to engage in business or to compete in any location or with any person; (b) any partnership or joint venture agreement with any party or any arrangements with any party with respect to the sharing of or in the profits or revenues of the Business or by Seller on behalf of the Business in such partnership or joint venture, including any licensing, technology transfer or royalty agreements; (c) any agreement, contract or commitment relating to the future disposition or acquisition of any investment in any party or of any interest in any business enterprise involving the Business or the Acquired Assets, the Other Equipment or the Inventory; (d) any contract or commitment for the sale or furnishing purchase of materials, supplies, merchandisegoods, services, equipment or services other assets providing for annual payments by any of the Companies of $500,000 or more; (iv) any sales, distribution or other similar agreement providing for the sale by any of the Companies of materials, supplies, goods, services, equipment or other assets that provides for annual payments to any of the Companies of $500,000 or more; (v) any material partnership, joint venture or other similar agreement or arrangement; (vi) any material agreement relating to the Backlog Contractsacquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise); (evii) any written agreementagreement relating to Indebtedness for borrowed money or the deferred purchase price of property (in either case, instrument whether incurred, assumed, guaranteed or other arrangementsecured by any asset), except any such agreement (A) 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 and (B) entered into subsequent to the date of this Agreement as permitted by Section 3.14; (viii) any agreement with (A) the Seller Parties or any unwritten of their Affiliates, (B) any Person directly or indirectly owning, controlling or holding with power to vote, 5% or more of the outstanding voting securities of the Seller Parties or any of their Affiliates, (C) any Person 5% or more of whose outstanding voting securities are directly or indirectly owned, controlled or held with power to vote by the Seller Parties or any of their Affiliates or (D) any director or officer of the Seller Parties or any of their Affiliates or any “associates” or members of the “immediate family” (as such terms are respectively defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act) of any such director or officer; or (ix) any agreement with any director or officer of the Companies 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 Exchange Act) of any such director or officer. (b) Each material agreement, contract, plan, lease, arrangement or commitment disclosed in the Disclosure Schedule or other arrangementrequired to be disclosed pursuant to this Section 3.18 is valid and binding agreement of one or more of the Companies, between or among Seller as the case may be, and is in full force and effect, and none of the Companies, any Subsidiary of any of the Affiliates of parties related Companies or, to Seller or between or among business units of Seller; (f) any contract which grants to any person a preferential or other right to purchase any the Knowledge of the Acquired AssetsSeller Parties, the Other Equipment or the Inventory; (g) any contract, agreement or commitment with respect to the discharge or removal of Hazardous Materials by or from the Acquired Assets, the Other Equipment or the Inventory. (h) any confidentiality agreement with any person relating to a potential transaction for the sale of all or substantially all of the ownership interests or Acquired Assets or the Inventory, or with respect to a merger, reorganization or other business combination transaction involving Seller with such other person; (i) any other agreement party thereto is in default or instrument breach in any respect material to the Business, Companies under the Acquired Assets, the Other Equipment or the Inventory or not made in the ordinary course terms of business. There is no course of dealing, waiver, arrangement, understanding or side letter or agreement applicable to any such contract agreement, contract, plan, lease, arrangement or commitment, and, to the Knowledge of Sellerthe Seller Parties, no event or circumstance has occurred that, with notice or lapse of time or both, would constitute any material event of default thereunder. True and complete copies of each such agreement, contract, plan, lease, arrangement or commitment have been delivered to the Purchaser.

Contracts and Commitments. (a) Schedule 2.16 5.10 contains a true true, complete and complete correct list (and Seller has previously delivered to Buyer true and complete copies, other than those contracts referenced in (d) below) of all of the following documents or agreements, or summaries of material oral agreements or understandings, relating to the Business, the Acquired Assets, the Other Equipment or the Inventory to which, on the date of this Agreement, Seller is a party, or which relate to or affect Seller and the Business, the Acquired Assets, the Other Equipment, the Inventory or the Acquisition and all documents or agreements which may require any action or consent in connection with the Acquisition, as they may have been amended to the date hereof. In addition to the foregoing, Seller has previously delivered, or will deliver within 30 days of the Closing Date, true and complete copies of the referenced written contracts and commitments, other than agreements (the "ECP Material Contracts"): (i) all contracts, agreements, commitments, purchase orders or other understandings or arrangements to which ECP is a party or by which ECP or any of its properties is bound which involve payments or receipts by ECP of more than US$5,000 in the partnership case of any single contract, agreement, commitment, understanding or joint venture agreements relating to the GE C&I China Affiliates otherwise required arrangement under which full performance (including payment) has not been rendered by (b) below, all parties thereto; (ii) the Backlog Contracts referenced in subpart (d) belowall collective bargaining agreements, employment and consulting agreements, executive compensation plans, bonus plans, deferred compensation agreements, pension plans, retirement plans, employee stock option or stock purchase plans and group life, health and accident insurance and other employee benefit plans, agreements, arrangements or commitments to which will be listed in ECP is a summary format including customer name, price, shop-order number, product description, non-standard terms, warranty provisions, delivery dates and delivery locations and party or by which ECP or any of its properties is bound; and (iii) where redactions in copies are required by applicable law all material leases, whether operating, capital or regulation as determined in good faith by mutual agreement of the parties: (a) any agreementotherwise, contract under which ECP is lessor or commitment with any party containing any covenant limiting the ability of Seller or the Business to engage in business or to compete in any location or with any person;lessee. (b) ECP has no other material agreements and commitments, including, to the extent material, but not limited to: (i) pledges, conditional sale or title retention agreements, security agreements, equipment obligations, and lease agreements relating to any partnership of ECP's assets to which ECP is a party or joint venture agreement by which ECP is bound; (ii) contracts, agreements, commitments, purchase orders or other understandings or arrangements involving payment by ECP of US$5,000 or more and relating to ECP's business or assets to which ECP is a party or by which ECP is bound under which full performance (including payment) has not been rendered by all parties thereto, or which may materially adversely affect the financial condition of its business; (iii) distribution agreements, agency agreements, franchises or similar agreements to which ECP is a party or by which they are bound affecting its business; (iv) contracts under which full performance (including payment) has not been rendered by ECP with any party stockholder, current or former director, any arrangements lessor connected with any party with respect to the sharing of a stockholder or in the profits current or revenues of the Business former director, employee, consultant, agent, representative or by Seller on behalf of the Business in such partnership or joint venturesecurity holder, including any licensingemployment, technology transfer consulting or royalty agreementsdeferred compensation agreement and any executive compensation, bonus or incentive plan agreement; (cv) any agreement, contract or commitment relating to the future disposition or acquisition of any investment in any party or of any interest in any business enterprise involving the Business or the Acquired Assets, the Other Equipment or the Inventory; (d) any contract or commitment contracts for the sale or furnishing purchase, sale, lease of materials, supplies, merchandise, equipment or capital assets, or the receipt of services relating to by ECP, (i) the Backlog Contracts;performance of which will extend over a period of more than one year and involve consideration in excess of US$5,000 (excluding contracts that may be terminated without penalty on notice of 90 days or less), or (ii) involve consideration in excess of US$5,000; or (evi) any written agreement, instrument or other arrangement, or any unwritten agreement, contract, commitment or other arrangement, between or among Seller contracts of guarantee and any of the Affiliates of parties related to Seller or between or among business units of Seller; (f) any contract which grants to any person a preferential or other right to purchase any of the Acquired Assets, the Other Equipment or the Inventory; (g) any contract, agreement or commitment with respect to the discharge or removal of Hazardous Materials by or from the Acquired Assets, the Other Equipment or the Inventoryindemnification. (hc) Except as disclosed on Schedule 5.10, ECP is not in default in any confidentiality agreement with material respect under any person relating ECP Material Contract, and no event has occurred which, after notice or lapse of time, or both, would constitute such a default, result in a loss of material rights or result in the creation of any material lien, charge or encumbrance, under any such contract, and to a potential transaction for the sale of all or substantially all Knowledge of the ownership interests or Acquired Assets or the InventorySeller, or with respect to a merger, reorganization or other business combination transaction involving Seller with such other person; (ix) there is no existing material default by any other agreement or instrument material to the Business, the Acquired Assets, the Other Equipment or the Inventory or not made in the ordinary course of business. There is no course of dealing, waiver, arrangement, understanding or side letter or agreement applicable party to any such contract contract, and (y) no event has occurred which after notice or lapse of Sellertime, or both, would constitute a material default by such other party, result in a loss of material rights or result in the creation of any material lien, charge or encumbrance, under any such contract.

Contracts and Commitments. (a) Schedule 2.16 2.15 hereto contains a true true, complete and complete correct list (------------- and Seller has previously delivered to Buyer true and complete copies, other than those contracts referenced in (d) below) of all description of the following documents or agreements, or summaries of material oral contracts and agreements or understandings, relating to the BusinessPlasma Operations Business or the Purchased Assets, whether written or oral (collectively, the Acquired Assets"Contracts"): --------- (i) all loan agreements, indentures, mortgages and guaranties to which the Other Equipment Seller is a party or by which the Inventory Seller or any of its property is bound; (ii) all pledges, conditional sale or title retention agreements, security agreements, equipment obligations, personal property leases and lease purchase agreements relating to whichany of the Purchased Assets to which the Seller is a party or by which the Seller or any of its property is bound; (iii) all contracts, on agreements, commitments, purchase orders or other understandings or arrangements to which the date Seller is a party or by which the Seller or any of this Agreementits property is bound which (A) involve payments or receipts by the Seller of more than $50,000 in the case of any single contract, agreement, commitment, understanding or arrangement under which full performance (including payment) has not been rendered by all parties thereto or (B) which may have a Material Adverse Effect; (iv) to the extent that they relate to ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ or ▇▇▇▇▇ ▇▇▇▇▇▇ (the "Key --- Employees") of the Seller employed in the Melville Facility, all collective --------- bargaining agreements, employment and consulting agreements, executive compensation plans, bonus plans, deferred compensation agreements, pension plans, retirement plans, employee stock option or stock purchase plans and group life, health and accident insurance and other employee benefit plans, agreements, arrangements or commitments to which the Seller is a party or by which the Seller or any of its property is bound; (v) all agency, distributor, sales representative and similar agreements to which the Seller is a party, or which relate to or affect Seller and the Business, the Acquired Assets, the Other Equipment, the Inventory or the Acquisition and all documents or agreements which may require any action or consent in connection with the Acquisition, as they may have been amended to the date hereof. In addition to the foregoing, Seller has previously delivered, or will deliver within 30 days of the Closing Date, true and complete copies of the referenced contracts and commitments, other than (i) the partnership or joint venture agreements relating to the GE C&I China Affiliates otherwise required by (b) below, (ii) the Backlog Contracts referenced in subpart (d) below, which will be listed in a summary format including customer name, price, shop-order number, product description, non-standard terms, warranty provisions, delivery dates and delivery locations and (iii) where redactions in copies are required by applicable law or regulation as determined in good faith by mutual agreement of the parties: (a) any agreement, contract or commitment with any party containing any covenant limiting the ability of Seller or the Business to engage in business or to compete in any location or with any person; (bvi) any partnership or joint venture agreement with any party or any arrangements with any party with respect to the sharing of or in the profits or revenues of the Business or by Seller on behalf of the Business in such partnership or joint ventureall contracts, including any licensing, technology transfer or royalty agreements; (c) any agreement, contract or commitment relating to the future disposition or acquisition of any investment in any party or of any interest in any business enterprise involving the Business or the Acquired Assets, the Other Equipment or the Inventory; (d) any contract or commitment for the sale or furnishing of materials, supplies, merchandise, equipment or services relating to the Backlog Contracts; (e) any written agreement, instrument agreements or other arrangement, understandings or any unwritten agreement, contract, commitment or other arrangement, arrangements between or among the Seller and any stockholder or Affiliate of the Affiliates of parties related to Seller or between or among business units of Seller; (fvii) any contract all leases, whether operating, capital or otherwise, under which grants to any person a preferential the Seller is lessor or other right to purchase any of the Acquired Assets, the Other Equipment or the Inventorylessee; (gviii) all contracts, agreements and other documents or information relating to disposal of waste (whether or not hazardous) currently in force in any contract, agreement or commitment with respect to the discharge or removal of Hazardous Materials by or from the Acquired Assets, the Other Equipment or the Inventory.respect; and (h) any confidentiality agreement with any person relating to a potential transaction for the sale of all or substantially all of the ownership interests or Acquired Assets or the Inventory, or with respect to a merger, reorganization or other business combination transaction involving Seller with such other person; (iix) any other agreement or instrument contract entered into by the Seller which is material to the BusinessPlasma Operations Business or to the Purchased Assets. (b) Except as set forth on Schedule 2.15 hereto: ------------- (i) subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general application affecting the rights and remedies of creditors and to general principles of equity, each Contract is a valid and binding agreement of the Seller, enforceable against the Seller in accordance with its terms, and the Seller does not have any knowledge that any Contract is not a valid and binding agreement of the other parties thereto; (ii) the Seller has fulfilled all material obligations required pursuant to the Contracts to have been performed by the Seller on its part prior to the date hereof, and the Seller has no reason to believe that it will not be able to fulfill, when due, all of its obligations under the Contracts which remain to be performed after the date hereof; (iii) the Seller is not in breach of or default under any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute such a default, result in a loss of rights or result in the creation of any lien, charge or encumbrance, thereunder or pursuant thereto, except for circumstances which would not have a Material Adverse Effect; (iv) to the knowledge of the Seller, there is no existing breach or default by any other party to any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute a default by such other party, result in a loss of rights or result in the creation of any lien, charge or encumbrance thereunder or pursuant thereto; (v) the Seller is not restricted by any Contract from carrying on the Plasma Operations Business anywhere in the world or from making, using or selling any of the Purchased Assets anywhere in the world; and (vi) the Seller has no written or oral Contracts to sell products or perform services which are expected to be performed at, or to result in, a loss. (c) Except as set forth on Schedule 2.3, the Acquired Assetscontinuation, validity ------------ and effectiveness of each Contract will not be affected by the Other Equipment or transfer thereof to Buyer under this Agreement and all such Contracts are assignable to Buyer without consent. (d) True, correct and complete copies of all Contracts have previously been delivered by the Inventory or not made in Seller to the ordinary course of business. There is no course of dealing, waiver, arrangement, understanding or side letter or agreement applicable to any such contract of SellerBuyer.

Contracts and Commitments. Schedule 2.16 contains a true and complete list (and Seller has previously delivered to Buyer true and complete copies, other than those contracts referenced in (da) belowSection 3.12(a) of the Disclosure Schedule lists all of the following documents Company Contracts: (i) collective bargaining agreements and any other Contracts with any labor unions or employee representative body; (ii) Contracts for the employment or engagement of any officer, employee or other Person on a full-time, part-time, consulting or other basis that either: (A) provide severance obligations upon termination; (B) provide for the payment of any cash or other compensation or benefits as a result of the execution of this Agreement or the consummation of any of the Contemplated Transactions; or (C) cannot be terminated without cause or reason upon 30 days’ or less notice and without any reasonable expectation of liability for any Acquired Company in connection therewith; (iii) agreements, or summaries of material oral promissory notes, security agreements, pledge agreements or understandingssimilar agreements for Indebtedness; (iv) leases, subleases or licenses, either as lessee, sublessee or licensee or as lessor, sublessor or licensor, of any real property, personal property or intangibles, including capital leases; (v) Contracts or series of related Contracts with customers, suppliers and vendors of each Acquired Company for the purchase or sale of goods or services involving annual payments in excess of $300,000, which cannot be canceled by any Acquired Company without payment or penalty upon notice of 30 days or less, or whose unexpired term as of the date of this Agreement exceeds one year; (vi) Contracts that involve any sole sourcing, “requirements” commitments, exclusive supply, or minimum purchase obligations (A) of any other Person to any Acquired Company or (B) of any Acquired Company to any other Person; (vii) Contracts that involve any “most favored nation,” committed price reduction, or similar obligations (A) of any other Person to any Acquired Company or (B) of any Acquired Company to any other Person; (viii) Contracts that involve any (A) grant of, or obligation to grant, to any Acquired Company, any exclusive license or other exclusive rights or (B) grant of, or obligation to grant, to any Person by any Acquired Company, any exclusive license or other exclusive rights; (ix) Contracts of agency, sales representation, distribution or franchise that cannot be canceled by any Acquired Company without payment or penalty upon notice of 30 days or less, and any powers of attorney or similar grants of agency; (x) Contracts restricting in any manner any Acquired Company’s right or any right of any employee set forth on Schedule 3.11(b)(xi): (A) to compete with any Person; (B) to sell goods or services to any Person; (C) to purchase goods or services from any Person; or (D) to solicit for employment or hire any Person; (xi) Contracts to which any Acquired Company is a party and which restrict in any manner any other Person’s right: (A) to compete with any Acquired Company; (B) to sell goods or services similar to those sold by any Acquired Company; (C) to purchase goods or services from any Acquired Company; or (D) to solicit for employment or hire any employee or consultant of any Acquired Company; (xii) Contracts relating to (A) the Businessacquisition or disposition of any business, assets or securities outside the ordinary course of business, (B) any joint venture involving any Acquired Company or any of its Affiliates or (C) any equity or debt investment in or any loan to any other Person; (xiii) IP Licenses (other than any Inbound Licenses that is a shrink-wrap or click-through license or a license for “off the shelf” software that is generally available on standard, non-negotiated commercial terms for less than $10,000 annually); (xiv) Contracts pursuant to which any Acquired Company receives services free of charge (or at a substantial discount) that would reasonably be expected to be valued at $10,000 or greater; (xv) insurance policies disclosed on Section 3.19(a) of the Disclosure Schedule; and (xvi) each with any amendment, supplement and modification in respect of any of the foregoing. (b) All of the Company Contracts, agreements and instruments listed or required to be listed on Section 3.12(a) of the Disclosure Schedule (collectively, the “Material Contracts”) are valid and binding and enforceable against the applicable Acquired AssetsCompany and the other parties thereto in accordance with their terms, subject only to the Other Equipment Enforceability Exception. Each Acquired Company has performed in all material respects all obligations required to be performed by it and, to the Knowledge of the Company, is not in default under or breach of, nor in receipt of any written claim or, to the Knowledge of the Company, any other claim, of such default under or breach of, any Material Contract. No event has occurred which (with the passage of time or the Inventory giving of notice or both) would result in a default under or breach of, or permit the termination, modification or acceleration of any obligation of any Acquired Company under, any Material Contract. To the Knowledge of the Company, there is no default under, or breach or cancellation or anticipated cancellation of, any Material Contract by the other party or parties thereto. The Company has Made Available to whichPurchaser an accurate and complete copy of each of the written Material Contracts, on together with all amendments, extensions, guarantees and other binding supplements thereto, and an accurate description of each of the verbal Material Contracts, if any, together with all amendments, waivers or other changes thereto, in each case, in effect as of the date of this Agreement. Immediately following the consummation of the Contemplated Transactions, Seller is a partyeach of the Material Contracts will be in full force and effect and will be valid, or which relate to or affect Seller binding and the Business, the Acquired Assets, the Other Equipment, the Inventory or the Acquisition and all documents or agreements which may require any action or consent enforceable in connection accordance with the Acquisition, as they may have been amended their terms (subject only to the date hereof. In addition Enforceability Exception) and not be subject to the foregoingany claims, Seller has previously deliveredcharges, set-offs or will deliver within 30 days defenses as a result of the Closing Date, true and complete copies consummation of the referenced contracts and commitments, other than (i) the partnership or joint venture agreements relating to the GE C&I China Affiliates otherwise required by (b) below, (ii) the Backlog Contracts referenced in subpart (d) below, which will be listed in a summary format including customer name, price, shop-order number, product description, non-standard terms, warranty provisions, delivery dates and delivery locations and (iii) where redactions in copies are required by applicable law or regulation as determined in good faith by mutual agreement of the parties: (a) any agreement, contract or commitment with any party containing any covenant limiting the ability of Seller or the Business to engage in business or to compete in any location or with any person; (b) any partnership or joint venture agreement with any party or any arrangements with any party with respect to the sharing of or in the profits or revenues of the Business or by Seller on behalf of the Business in such partnership or joint venture, including any licensing, technology transfer or royalty agreements; (c) any agreement, contract or commitment relating to the future disposition or acquisition of any investment in any party or of any interest in any business enterprise involving the Business or the Acquired Assets, the Other Equipment or the Inventory; (d) any contract or commitment for the sale or furnishing of materials, supplies, merchandise, equipment or services relating to the Backlog Contracts; (e) any written agreement, instrument or other arrangement, or any unwritten agreement, contract, commitment or other arrangement, between or among Seller and any of the Affiliates of parties related to Seller or between or among business units of Seller; (f) any contract which grants to any person a preferential or other right to purchase any of the Acquired Assets, the Other Equipment or the Inventory; (g) any contract, agreement or commitment with respect to the discharge or removal of Hazardous Materials by or from the Acquired Assets, the Other Equipment or the InventoryContemplated Transactions. (h) any confidentiality agreement with any person relating to a potential transaction for the sale of all or substantially all of the ownership interests or Acquired Assets or the Inventory, or with respect to a merger, reorganization or other business combination transaction involving Seller with such other person; (i) any other agreement or instrument material to the Business, the Acquired Assets, the Other Equipment or the Inventory or not made in the ordinary course of business. There is no course of dealing, waiver, arrangement, understanding or side letter or agreement applicable to any such contract of Seller.

Contracts and Commitments. (a) Schedule 2.16 C hereto contains a true and complete list of each contract and commitment of the Seller that is material to the operations, assets, business or financial condition of the Oxis Assay Division or that by its terms can reasonably be expected to require future payment by or to the Seller of One Hundred Dollars ($100) or more, including but not limited to the following: (i) all employment contracts and commitments between the Seller has previously delivered to Buyer true and complete copiesits employees, other than those terminable by the Seller at will and without payment or penalty; (ii) all collective bargaining agreements and union contracts referenced to which the Seller is a party; (iii) all contracts or commitments, written or oral, with distributors, brokers, manufacturer's representatives, sales representatives, service or warranty representatives, customers, and other persons, firms, or corporations engaged in (d) below) of all the sale or distribution of the following documents Seller's products; (iv) all purchase orders issued by the Seller in excess of Fifty Dollars ($50), all sales orders received by the Seller in excess of Fifty Dollars ($50) and all purchase or agreements, sales orders that call for delivery or summaries of material oral agreements or understandings, relating to the Business, the Acquired Assets, the Other Equipment or the Inventory to which, performance on a date more than one year from the date of this Agreement; (v) all contracts and arrangements between the Seller or any person or entity that controls, is controlled by, or is under common control with, the Seller or any family member of any such person (such entity or person, being hereinafter referred to as an "Affiliate"); (vi) all contracts and arrangements, written or oral, under which the Seller is either a party, ▇▇▇▇▇▇ or bailee including without limitation contracts for the bailment of vehicles; (vii) all agreements pursuant to which relate to the Seller acquired the Oxis Assay Division; and (viii) all other contracts and commitments of the Oxis Assay Division and instruments reflecting obligations for borrowed money or affect Seller and for other indebtedness or guarantees thereof. (b) At the BusinessPurchaser's request, the Acquired Assets, the Other Equipment, the Inventory Seller shall deliver or the Acquisition and all documents or agreements which may require any action or consent in connection with the Acquisition, as they may have been amended cause to be delivered to the date hereof. In addition to the foregoing, Seller has previously delivered, or will deliver within 30 days of the Closing Date, true Purchaser full and complete copies of the referenced contracts documents identified above and commitments, all such other than (i) agreements and instruments as the partnership or joint venture agreements relating to the GE C&I China Affiliates otherwise required by (b) below, (ii) the Backlog Contracts referenced in subpart (d) below, which will be listed in a summary format including customer name, price, shop-order number, product description, non-standard terms, warranty provisions, delivery dates and delivery locations and (iii) where redactions in copies are required by applicable law or regulation as determined in good faith by mutual agreement of the parties: (a) any agreement, contract or commitment with any party containing any covenant limiting the ability of Seller or the Business to engage in business or to compete in any location or with any person; (b) any partnership or joint venture agreement with any party or any arrangements with any party with respect to the sharing of or in the profits or revenues of the Business or by Seller on behalf of the Business in such partnership or joint venture, including any licensing, technology transfer or royalty agreements;Purchaser may reasonably request. (c) The Seller is not a party to any agreement, contract or commitment relating to written agreement that would restrict it from carrying on any line of business anywhere in the future disposition or acquisition of any investment in any party or of any interest in any business enterprise involving the Business or the Acquired Assets, the Other Equipment or the Inventory;world. (d) any contract or commitment for the sale or furnishing of materials, supplies, merchandise, equipment or services relating to the Backlog Contracts; (e) any written agreement, instrument or other arrangement, or any unwritten agreement, contract, commitment or other arrangement, between or among Seller and any Each of the Affiliates of parties related to Seller or between or among business units of Seller; (f) any contract which grants to any person a preferential or other right to purchase any contracts listed on Schedule C is valid and binding, and each of the Acquired Assets, contracts binding on the Other Equipment or the Inventory; Seller (g) any contract, agreement or commitment with respect to the discharge or removal of Hazardous Materials by or from the Acquired Assets, the Other Equipment or the Inventory. (h) any confidentiality agreement with any person relating to a potential transaction for the sale of all or substantially all of the ownership interests or Acquired Assets or the Inventory, or with respect to a merger, reorganization or other business combination transaction involving Seller with such other person; (i) any other agreement or instrument material to the Business, the Acquired Assets, the Other Equipment or the Inventory whether or not made listed on Schedule C) has been entered into in the ordinary course of business, and none of the contracts binding on the Seller contains terms or conditions that are materially adverse to the Seller. There Neither the Seller nor any other party hereto is no course in default under or in breach or violation of, and neither the Seller nor any other party hereto has received notice of dealingany asserted claim of default by any other party under, waiveror a breach or violation of, arrangementany of the contracts, understanding agreements, and commitments described in this Section 2.16, including without limitation, any licensing or side letter usage agreements with respect to the technology that the Seller now uses or agreement applicable currently intends and plans to any such contract of Selleruse.

Contracts and Commitments. (a) Schedule 2.16 2.13(a) attached hereto contains a true true, ----------------- complete and correct list and description of the following contracts and agreements, whether written or oral, which relate to the Business: (i) all loan agreements, indentures, mortgages and guaranties to which the Seller is a party or by which the Seller or its property is bound; (ii) all pledges, conditional sale or title retention agreements, security agreements, equipment obligations, personal property leases and lease purchase agreements relating to any of the Assets to which the Seller is a party or by which the Seller or any of its property is bound; (iii) all contracts, agreements, commitments, purchase orders (other than merchandise deliveries to customers in the normal course of business upon standard terms) or other understandings or arrangements to which the Seller is a party or by which any of their respective property is bound which (A) involve payments or receipts by any of them of more than $10,000 in the case of any single contract, agreement, commitment, understanding or arrangement under which full performance (including payment) has not been rendered by all parties thereto or (B) may materially adversely affect the condition (financial or otherwise) or the properties, Assets, business or prospects of the Business; (iv) all collective bargaining agreements, employment and consulting agreements, non-competition agreements, trust agreements, executive compensation plans, bonus, 401(k), or profit-sharing plans, deferred compensation agreements, pension plans, retirement plans, employee stock option or stock purchase plans and group life, health and accident insurance and other employee benefit plans, agreements, memoranda of understanding, arrangements or commitments to which the Seller is a party or by which the Seller or any of its property is bound; (v) all agency, distributor, sales representative and similar agreements to which the Seller is a party; (vi) all material contracts, agreements or other understandings or arrangements, whether written or oral, between the Seller and any shareholder, employee, officer or director of the Seller which may affect the Assets or the Business as conducted as of and prior to the date hereof; (vii) all leases (other than leases for real estate), whether operating, capital or otherwise, under which the Seller is lessor or lessee, including, without limitation, all equipment leases; (viii) all contracts, agreements and other documents or information relating to past disposal of waste (whether or not hazardous) which are available; (ix) all return policies and product warranties relating to products or goods manufactured or distributed by the Business as the same are currently in effect or may have been in effect from time to time since December 31, 1996, as well as any exception to such policies, all cooperative advertising arrangements and all rebate, discount or allowance arrangements; and (x) any licensing agreements, franchise agreements and other material agreement or contract entered into by the Seller. (b) Schedule 2.13(b) attached hereto sets forth a true, ---------------- correct and complete list of the contracts and agreements, whether written or oral, which are to be assigned from the Seller to the Buyer at the Closing (collectively, the "Contracts"). (c) Except as set forth on Schedule 2.13(c), the ----------------- continuation, validity and effectiveness of each Contract would not be affected by the transfer thereof to the Buyer under this Agreement and all such Contracts are assignable to the Buyer without a consent and: (i) each Contract is a valid and binding agreement of the Seller, enforceable against the Seller in accordance with its terms, and the Selling Parties have no knowledge that any Contract is not a valid and binding agreement of the other parties thereto: (ii) the Seller has previously delivered fulfilled all material obligations required pursuant to Buyer true the Contracts to have been performed by it prior to the date hereof; (iii) the Seller is not in breach of or default under any Contract, and complete copiesno event has occurred which with the passage of time or giving of notice or both would constitute such a default, result in a loss of rights or result in the creation of any lien, charge or encumbrance, thereunder or pursuant thereto (an "INCHOATE DEFAULT"); and (iv) to the best knowledge of the Selling Parties, there is no existing breach or default by any other than those contracts referenced in party to any Contract, and no Inchoate Default. (d) below) True, correct and complete copies of all of the following documents or agreementsforegoing contracts and agreements (other than all unfilled purchase orders and all unfilled customer orders), or summaries of material oral agreements or understandings, relating including but not limited to the BusinessContracts, the Acquired Assets, the Other Equipment or the Inventory to which, on the date and a list of this Agreement, Seller is a party, or which relate to or affect Seller and the Business, the Acquired Assets, the Other Equipment, the Inventory or the Acquisition all unfilled purchase orders and all documents or agreements which may require any action or consent in connection with the Acquisitionunfilled customer orders, as they may have been amended delivered by the Seller to the Buyer prior to the date hereof. In addition to the foregoing, Seller has previously delivered, or will deliver within 30 days of the Closing Date, true and complete copies of the referenced contracts and commitments, other than (i) the partnership or joint venture agreements relating to the GE C&I China Affiliates otherwise required by (b) below, (ii) the Backlog Contracts referenced in subpart (d) below, which will be listed in a summary format including customer name, price, shop-order number, product description, non-standard terms, warranty provisions, delivery dates and delivery locations and (iii) where redactions in copies are required by applicable law or regulation as determined in good faith by mutual agreement of the parties: (a) any agreement, contract or commitment with any party containing any covenant limiting the ability of Seller or the Business to engage in business or to compete in any location or with any person; (b) any partnership or joint venture agreement with any party or any arrangements with any party with respect to the sharing of or in the profits or revenues of the Business or by Seller on behalf of the Business in such partnership or joint venture, including any licensing, technology transfer or royalty agreements; (c) any agreement, contract or commitment relating to the future disposition or acquisition of any investment in any party or of any interest in any business enterprise involving the Business or the Acquired Assets, the Other Equipment or the Inventory; (d) any contract or commitment for the sale or furnishing of materials, supplies, merchandise, equipment or services relating to the Backlog Contracts; (e) any written agreement, instrument or other arrangement, or any unwritten agreement, contract, commitment or other arrangement, between or among Seller and any of the Affiliates of parties related to Seller or between or among business units of Seller; (f) any contract which grants to any person a preferential or other right to purchase any of the Acquired Assets, the Other Equipment or the Inventory; (g) any contract, agreement or commitment with respect to the discharge or removal of Hazardous Materials by or from the Acquired Assets, the Other Equipment or the Inventory. (h) any confidentiality agreement with any person relating to a potential transaction for the sale of all or substantially all of the ownership interests or Acquired Assets or the Inventory, or with respect to a merger, reorganization or other business combination transaction involving Seller with such other person; (i) any other agreement or instrument material to the Business, the Acquired Assets, the Other Equipment or the Inventory or not made in the ordinary course of business. There is no course of dealing, waiver, arrangement, understanding or side letter or agreement applicable to any such contract of Seller.

Contracts and Commitments. (a) Schedule 2.16 contains 2.9(a) sets forth a true complete and complete correct list (and Seller has previously delivered to Buyer true and complete copies, other than those contracts referenced in (d) below) of all agreements of the following documents or agreements, or summaries of material oral agreements or understandings, relating types to which the BusinessTarget is a party (collectively, the Acquired Assets, the Other Equipment or the Inventory to which, on the date of this Agreement, Seller is a party, or which relate to or affect Seller and the Business, the Acquired Assets, the Other Equipment, the Inventory or the Acquisition and all documents or agreements which may require any action or consent in connection with the Acquisition, as they may have been amended to the date hereof. In addition to the foregoing, Seller has previously delivered, or will deliver within 30 days of the Closing Date, true and complete copies of the referenced contracts and commitments, other than "Target Material Contracts"): (i) agreements that would be required to be filed as exhibits to any filings or reports (collectively, the "Required Reports") made by the Parent under the Securities Act or Exchange Act following the Merger; (ii) agreements for the purchase, sale or distribution of products, materials, commodities, supplies or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than one year or involve consideration payable by any party in excess of $10,000 in any one year; (iii) loan agreements, indentures, letters of credit, mortgages, notes and other debt instruments; (iv) agreements containing any "change of control" provisions; (v) agreements, arrangements or understandings with any shareholder, employee, director or officer of the Target or with any affiliate of any thereof; (vi) agreements prohibiting the Target from engaging or competing in any line of business or limiting such competition; (vii) joint venture, partnership and similar agreements; (viii) acquisition or joint venture divestiture agreements relating to the GE C&I China Affiliates otherwise required by (bA) below, (ii) the Backlog Contracts referenced in subpart (d) below, which will be listed in a summary format including customer name, price, shop-order number, product description, non-standard terms, warranty provisions, delivery dates and delivery locations and (iii) where redactions in copies are required by applicable law sale or regulation as determined in good faith by mutual agreement purchase of assets or stock of the parties: Target (a) any agreement, contract or commitment with any party containing any covenant limiting the ability other than sales of Seller or the Business to engage in business or to compete in any location or with any person; (b) any partnership or joint venture agreement with any party or any arrangements with any party with respect to the sharing of or in the profits or revenues of the Business or by Seller on behalf of the Business in such partnership or joint venture, including any licensing, technology transfer or royalty agreements; (c) any agreement, contract or commitment relating to the future disposition or acquisition of any investment in any party or of any interest in any business enterprise involving the Business or the Acquired Assets, the Other Equipment or the Inventory; (d) any contract or commitment for the sale or furnishing of materials, supplies, merchandise, equipment or services relating to the Backlog Contracts; (e) any written agreement, instrument or other arrangement, or any unwritten agreement, contract, commitment or other arrangement, between or among Seller and any of the Affiliates of parties related to Seller or between or among business units of Seller; (f) any contract which grants to any person a preferential or other right to purchase any of the Acquired Assets, the Other Equipment or the Inventory; (g) any contract, agreement or commitment with respect to the discharge or removal of Hazardous Materials by or from the Acquired Assets, the Other Equipment or the Inventory. (h) any confidentiality agreement with any person relating to a potential transaction for the sale of all or substantially all of the ownership interests or Acquired Assets or the Inventory, or with respect to a merger, reorganization or other business combination transaction involving Seller with such other person; (i) any other agreement or instrument material to the Business, the Acquired Assets, the Other Equipment or the Inventory or not made inventory in the ordinary course of business. There ) or (B) the purchase of assets or stock of any other person (other than the purchase of inventory, supplies or equipment in the ordinary course of business); (ix) brokerage, finder's or financial advisory agreements; (x) guarantees of indebtedness for borrowed money of any person; (xi) reseller, agent and dealer agreements; (xii) licensing and rights arrangements for any Target Intellectual Property; and (xiii) agreements that, individually or together with one or more related agreements, are material to the assets, financial condition, business, prospects or operations of the Target. (b) All of the Target Material Contracts are valid and binding agreements of the Target, enforceable in accordance with their terms, and there is no course default by the Target or, to the knowledge of dealingthe Target, waiver, arrangement, understanding or side letter or agreement applicable to any other party under any such contract Target Material Contract. None of Sellerthe other parties to the Target Material Contracts has notified the Target of any intention to terminate a Target Material Contract. (c) True and complete copies of all Target Material Contracts have been delivered to the Parent or made available for inspection.