Common use of Contracts and Commitments Clause in Contracts

Contracts and Commitments. Except as contemplated by ------------ ------------------------- this Agreement or as set forth on the attached Schedule 5.14, neither CII nor ------------- any Subsidiary is a party to or bound by any written or oral: (a) pension, profit sharing, stock option, employee stock purchase or other plan or arrangement providing for deferred or other compensation to employees or any other employee benefit plan or arrangement, or any collective bargaining agreement or any other contract with any labor union, or severance agreements, programs, policies or arrangements; (b) contract 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 contract relating to loans to officers, directors or affiliates; (c) contract under which CII or any Subsidiary has advanced or loaned any other Person amounts in the aggregate exceeding $50,000; (d) agreement or indenture relating to borrowed money or other indebtedness or the mortgaging, pledging or otherwise placing a lien on any material asset or material group of assets of CII and its Subsidiaries; (e) guarantee of any obligation (other than by CII of a Subsidiary's debts or a guarantee by a Subsidiary of CII's debts or another Subsidiary's debts); (f) lease or agreement under which CII or any Subsidiary is lessee of or holds or operates any property, real or personal, owned by any other party, except for any lease of real or personal property under which the aggregate annual rental payments do not exceed $50,000; (g) lease or agreement under which CII or any Subsidiary is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by CII or any Subsidiary; (h) contract or group of related contracts, excluding all purchase orders, with the same party or group of affiliated parties the performance of which involves consideration in excess of $50,000; (i) assignment, license, indemnification or agreement with respect to any intangible property (including, without limitation, any material intellectual property), excluding purchase orders; (j) warranty agreement with respect to its services rendered or its products sold or leased; (k) sales, distribution or franchise agreement; (l) contract, agreement or other arrangement with any officer, director, stockholder, employee or affiliate, or any affiliate of any officer, director, stockholder or employee; (m) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the world; (n) agreement with a term of more than six months which is not terminable by CII or any Subsidiary upon less than 30 days notice without penalty; or (o) any other agreement which is material to its operations and business prospects or involves a consideration in excess of $50,000 annually. All of the contracts, agreements and instruments set forth on the Schedule 5.14 are valid, binding and enforceable in accordance with their ------------- respective terms in all material respects. CII and each Subsidiary have materially performed all obligations required to be performed by them and are not in material default under or in material breach of nor in receipt of any claim of material default or breach under any contract, agreement or instrument to which CII or any Subsidiary 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 CII or any Subsidiary under any contract, agreement or instrument to which CII or any Subsidiary is subject; neither CII nor any Subsidiary has Knowledge of any breach or anticipated breach by the other parties to any contract, agreement, instrument or commitment to which it is a party; and neither CII nor any Subsidiary is a party to any materially adverse contract or commitment. The New Investors have been given access to a true and correct copy of each of the written instruments, plans, contracts and agreements and an accurate description of each of the oral arrangements, contracts and agreements which are referred to on the Schedule 5.14, together with all amendments, waivers or other ------------- changes thereto.

Contracts and Commitments. (a) Except as contemplated by ------------ ------------------------- this Agreement or as set forth on Schedule 3.14(a) of the attached Company Disclosure Schedule, none of the Company, the Company Subsidiaries nor any of the entities listed on Schedule 5.14, neither CII nor ------------- any Subsidiary 3.1(b) of the Company Disclosure Schedule is a party to or bound by any written or oralof the following: (ai) pensionany Contract that provides for post-employment or post-consulting liabilities or obligations, profit sharingincluding severance pay; (ii) any Contract under which payments or obligations will be increased, stock optionaccelerated or vested by the occurrence (whether alone or in conjunction with any other event) of any of the transactions contemplated by this Agreement, employee stock purchase including the Merger, or 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 disposition or acquisition of assets where the fair market value of such assets exceeds $100,000, in each case other than inventory sold in the ordinary course of business; (iv) any Contract relating to an ownership interest in any corporation, partnership, joint venture or other plan business enterprise or arrangement providing Person, excluding wholly-owned Company Subsidiaries; (v) any Contract for deferred 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 expected to exceed, $100,000; (vi) any Contract relating to the guarantee (whether absolute or contingent) by the Company or any of the Company Subsidiaries of (A) the performance of any other Person (other than the Company or a wholly-owned Company Subsidiary) or (B) the whole or any part of the indebtedness or liabilities of any other Person (other than the Company or a wholly-owned Company Subsidiary); (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 or the Company Subsidiaries; (x) any Contract which limits or restricts (A) where the Company or any of the Company Subsidiaries may conduct business, (B) the type or lines of business (current or future) in which the Company or any of the Company Subsidiaries may engage or (C) any acquisition of assets or stock (tangible or intangible) by the Company or any of the Company Subsidiaries; (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 or any of the Company Subsidiaries to customers in the ordinary course of 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 compensation to employees similar transaction and any foreign exchange position or any other employee benefit plan or arrangement, or contract for the exchange of currency; (xiv) any collective bargaining agreement or agreements; (xv) any other contract with Contract relating to the employment of individuals who serve as officers of the Company; or (xvi) any labor unionContract that would otherwise be required to be filed as an exhibit to a periodic report under the Exchange Act, or severance agreements, programs, policies or arrangements;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) contract for the employment An accurate and complete copy 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 contract relating each Company Contract (including all amendments thereto) has been made available to loans to officers, directors or affiliates;Parent. (c) contract under which CII or Neither the Company nor any Subsidiary has advanced or loaned of the Company Subsidiaries, nor, to the knowledge of the Company, any other Person amounts in the aggregate exceeding $50,000; (d) agreement or indenture relating to borrowed money or other indebtedness or the mortgaging, pledging or otherwise placing a lien on any material asset or material group of assets of CII and its Subsidiaries; (e) guarantee of any obligation (other than by CII of a Subsidiary's debts or a guarantee by a Subsidiary of CII's debts or another Subsidiary's debts); (f) lease or agreement under which CII or any Subsidiary is lessee of or holds or operates any property, real or personal, owned by any other party, except for any lease of real or personal property under which the aggregate annual rental payments do not exceed $50,000; (g) lease or agreement under which CII or any Subsidiary is lessor of or permits any third party to hold a Company Contract, is in material breach, violation or operate any property, real or personal, owned or controlled by CII or any Subsidiary; (h) contract or group of related contracts, excluding all purchase orders, with the same party or group of affiliated parties the performance of which involves consideration in excess of $50,000; (i) assignment, license, indemnification or agreement with respect to any intangible property (including, without limitation, any material intellectual property), excluding purchase orders; (j) warranty agreement with respect to its services rendered or its products sold or leased; (k) sales, distribution or franchise agreement; (l) contract, agreement or other arrangement with any officer, director, stockholder, employee or affiliatedefault under, or any affiliate of any officerhas received written notice that it has breached, directorviolated or defaulted under (nor, stockholder or employee; (m) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in to the world; (n) agreement with a term of more than six months which is not terminable by CII or any Subsidiary upon less than 30 days notice without penalty; or (o) any other agreement which is material to its operations and business prospects or involves a consideration in excess of $50,000 annually. All knowledge of the contractsCompany, agreements and instruments set forth on the Schedule 5.14 are validdoes there exist any condition under which, binding and enforceable in accordance with their ------------- respective terms in all material respects. CII and each Subsidiary have materially performed all obligations required to be performed by them and are not in material default under or in material breach of nor in receipt of any claim of material default or breach under any contract, agreement or instrument to which CII or any Subsidiary is subject; no event has occurred which with the passage of time or the giving of notice or both both, would result in reasonably be expected to cause such a breach, violation or default under), any Company Contract material defaultto the Company’s operation of its business. (d) Each Company Contract is a valid, breach or event binding and enforceable obligation of noncompliance by CII or the Company and any applicable Company Subsidiary under any contractand, agreement or instrument to which CII or any Subsidiary is subject; neither CII nor any Subsidiary has Knowledge the knowledge of any breach or anticipated breach by 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 any contractthe extent enforcement may be limited by applicable bankruptcy, agreementinsolvency, instrument or commitment to which it is a party; and neither CII nor any Subsidiary is a party to any materially adverse contract or commitment. The New Investors have been given access to a true and correct copy of each of the written instrumentsreorganization, plans, contracts and agreements and an accurate description of each of the oral arrangements, contracts and agreements which are referred to on the Schedule 5.14, together with all amendments, waivers moratorium or other ------------- changes theretolaws 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. (a) Except as contemplated by ------------ ------------------------- this Agreement or as set forth on Section 3.11(a) of the attached Schedule 5.14Seller Disclosure Letter, neither CII nor ------------- any Subsidiary no Target Company is a party to or bound by any written or oralany: (ai) pension, profit sharing, stock option, employee stock purchase or other plan or arrangement providing for deferred or other compensation to employees or any other employee benefit plan or arrangement, or any collective bargaining agreement or any other contract with any labor union, or severance agreements, programs, policies or arrangementsCBA; (bii) contract for the employment of any officerContract, individual employee or other Person on a full-time, part-time, consulting or other basis providing annual compensation in excess of $100,000 or contract relating to loans to officers, directors or affiliates; (c) contract under which CII or any Subsidiary has advanced or loaned any other Person amounts in the aggregate exceeding $50,000; (d) agreement or indenture relating to borrowed money any Indebtedness or other indebtedness or the to mortgaging, pledging or otherwise placing a lien Lien on any material asset portion of their properties or material group assets (A) pursuant to which, any Target Company has incurred or may incur Indebtedness exceeding the Threshold Amount for which any of any Target Company will be liable following the Closing, or (B) relating to any Liens on assets of CII and its Subsidiariesany Target Company; (eiii) guarantee guaranty of any obligation (Indebtedness or other than by CII of a Subsidiary's debts or a guarantee by a Subsidiary of CII's debts or another Subsidiary's debts)material guaranty; (fiv) Contract, lease or agreement under which CII or any Subsidiary it is lessee of of, or holds holds, uses or operates any property, real or personal, personal property or assets owned by any other party, except for any lease of real or personal property under which the aggregate annual rental payments do not exceed $50,000or payment commitment exceeds the Threshold Amount; (gv) lease or agreement under which CII or any Subsidiary is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by CII or any Subsidiary; (h) contract Contracts or group of related contractsContracts with any Top Customer or any Top Supplier; (vi) Contracts or agreements relating to the acquisition or disposition (whether by merger, excluding sale of equity, sale of assets or otherwise) of any Person or business or the equity or substantially all purchase ordersof the assets of any Person by any Target Company since the Look-back Date or the future acquisition or disposition (whether by merger, 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 Target Company or, pursuant to which any Target Company have any continuing “earn out” or other contingent payment obligations or any surviving material indemnification obligations; (vii) 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 Target 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 with fees of less than the same Threshold Amount per year), (B) Contract pursuant to which a third party licenses, or group is permitted to use or register, or granted any other rights under, any Company-Owned IP Rights (other than non-exclusive licenses granted by a Target Company to customers in the Ordinary Course of affiliated parties the performance of which involves consideration Business), or (C) Contract affecting any Target 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; (ix) distribution, sales representative, marketing or similar Contract or agreement that required any Target Company to make commission payments under such agreement in excess of $50,000the Threshold Amount during the twelve (12)-month period ended on the Balance Sheet Date; (ix) assignment, license, indemnification Contract or agreement with respect pursuant to which any intangible property (includingTarget Company would be required to make, without limitationin the aggregate, any material intellectual property), excluding purchase orderscapital expenditures in excess of the Threshold Amount; (jxi) warranty Contract or agreement that (a) materially limits the ability of any Target 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 Target Company in any material respect to its services rendered or its products sold or leased(other than non-disclosure agreements entered into in the Ordinary Course of Business); (kxii) salesContract or agreement that contains “most-favored-nation” obligations or restrictions, distribution or franchise agreementrights of first refusal or offer or any similar requirement or right, in each case binding any Target Company in favor of any third party; (lxiii) contractContract or agreement where any Target Company is subject to a requirement of exclusive dealing or any similar exclusivity obligation; (xiv) any interest, currency or hedging derivatives or similar Contracts; (xv) Contract or agreement that limits the incurrence of Indebtedness or the declaration or payment of any dividends or other distributions; (xvi) Contract or agreement that involves payment to or by any Target Company in excess of the Threshold Amount annually; (xvii) Contract or agreement whose termination (other than those termination by passage of time) would have a Seller Material Adverse Effect; (xviii) management agreement or other arrangement Contract for the employment or engagement of any Service Provider on a full time, part time, consulting or other basis that: (A) provides for annual compensation (whether cash and/or otherwise) which may exceed $150,000, (B) provides for the payment of any cash or other compensation or benefits upon or in connection with the consummation of the transactions contemplated by this Agreement, (C) provides for the payment of any cash or other compensation or benefits related to a retention, severance, transaction-based or change in control bonus or other similar Contract with any officer, director, stockholder, employee Service Provider or affiliate, (D) restricts any Target Company’s ability to terminate the employment or any affiliate engagement of any officer, director, stockholder Service Provider at any time for any lawful reason or employee; (m) contract for no reason without penalty or agreement prohibiting it from freely engaging in any business or competing anywhere in the world; (n) agreement with a term of more than six months which is not terminable by CII or any Subsidiary upon less than 30 days notice without penaltyLiability; or (oxix) any other Contract or agreement which is material that relates to its operations and business prospects or involves a consideration in excess of $50,000 annually. All of the contracts, agreements and instruments set forth on the Schedule 5.14 are valid, binding and enforceable in accordance with their ------------- respective terms in all material respects. CII and each Subsidiary have materially performed all obligations required to be performed by them and are not in material default under or in material breach of nor in receipt settlement of any claim Action (A) with any Governmental Authority since the Look-back Date; (B) that materially restricts or imposes obligations upon any Target Company; or (C) requires payment by an Target Company of material default or breach under any contract, agreement or instrument to which CII or any Subsidiary is subject; no event has occurred which with more than the passage Threshold Amount after the date hereof. (b) Each Contract described in clauses (i) through (xix) of time or the giving of notice or both would result in a material default, breach or event of noncompliance by CII or any Subsidiary under any contract, agreement or instrument to which CII or any Subsidiary is subject; neither CII nor any Subsidiary has Knowledge of any breach or anticipated breach by the other parties to any contract, agreement, instrument or commitment to which it Section 3.11(a) is a party; and neither CII nor any Subsidiary is a party “Material Contract”. Seller has provided to any materially adverse contract or commitment. The New Investors have been given access to a Purchaser true and correct copy copies of each of the written instruments, plans, contracts and agreements and an accurate description of each of the oral arrangements, contracts and agreements which are referred to on the Schedule 5.14all Material Contracts, together with all supplements, amendments, waivers or other ------------- changes thereto. (c) Neither any Target Company nor, to Seller’s Knowledge, 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 Target Company, or, to Seller’s Knowledge, any counterparty. All Material Contracts are valid and in full force and effect and constitute legal, valid and binding obligations of the applicable Target Company and, to Seller’s Knowledge, each counterparty, and are enforceable against the applicable Target Company and, to Seller’s Knowledge, 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 equity affecting the availability of specific performance and other equitable remedies.

Contracts and Commitments. Except as contemplated by ------------ ------------------------- this Agreement (a) All of the agreements, contracts and commitments to which the Parent or as set forth on any Subsidiary is a party or is bound, whether individually or when aggregated with all related agreements, contracts or commitments, under which the attached Schedule 5.14Parent or any Parent Subsidiary is obligated to pay more than $25,000 or that are otherwise material to the business, neither CII operations, condition (financial or otherwise), liabilities, assets, earnings or working capital of the Parent or any Parent Subsidiary are described in Section 4.12(a) of the Disclosure Schedule. (b) Neither the Parent nor ------------- any Parent Subsidiary is a party to or bound by any agreements, contracts or commitments which individually or when aggregated with all related agreements, contracts or commitments, provide for the grant of any preferential rights to purchase or lease any of the Parent Assets. (c) The Parent has delivered or made available to the Company true and complete copies of each written agreement, contract or oralcommitment listed in Section 4.12(a) of the Disclosure Schedule, as well as true and accurate summaries of any oral agreement listed thereon. (d) The enforceability of the agreements, contracts and commitments referred to in this Section 4.12 will not be affected in any respect by the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. (e) No currently outstanding purchase contracts or commitments of the Parent or the Parent Subsidiaries are in excess of the normal, ordinary and usual requirements of the Parent or the Parent Subsidiaries, or to the best knowledge of the Parent, were entered into at prices in excess of those available in the industry in arm's length transactions on the respective dates thereof. (f) Neither the Parent nor any Parent Subsidiary is a party to or bound by any outstanding agreements, arrangements or contracts with any of its officers, directors, stockholders, employees, agents, consultants, advisors, salesmen or sales representatives (or any affiliates of such Persons) that (i) are not cancelable by it on notice of not longer than 30 days and without the imposition of any liability, penalty or premium, (ii) require non-cancelable obligations for payment by the Parent or such Parent Subsidiary of over $15,000, or (iii) provide for any bonus or other payment based on the sale of equity or debt securities of the Parent. (g) Neither the Parent nor any Parent Subsidiary is a party to or bound by any employment agreement, consulting agreement or any other agreements that contains any provision for severance or termination pay liabilities or obligations. (h) Neither the Parent nor any Parent Subsidiary is a party to or bound by: (ai) pensionany mortgage, profit sharingsecurity agreement, stock optionindenture, employee stock purchase note, installment obligation or other plan instrument, agreement or arrangement providing for deferred or other compensation relating to employees any borrowing of money by the Parent or such Parent Subsidiary; (ii) any guaranty, direct or indirect, by the Parent or any Parent Subsidiary of any obligation for borrowings or otherwise, excluding endorsements made for collection in the ordinary course of business; (iii) any obligation to make payments, contingent or otherwise, of over $5,000 arising out of any prior acquisition of the business, assets or stock of other employee benefit plan or arrangement, or persons; (iv) any collective bargaining agreement or any other contract with any labor union, or severance agreements, programs, policies or arrangements; (bv) contract any lease or similar arrangement for the employment use by the Parent or any Parent Subsidiary of personal property requiring payments by the Parent or any officerParent Subsidiary, individual employee or other Person on a full-timean annual basis, part-time, consulting or other basis providing annual compensation in excess of over $100,000 or contract relating to loans to officers, directors or affiliates10,000; (cvi) contract under which CII any agreement containing noncompetition or other limitations restricting the conduct of the business of the Parent or any Subsidiary has advanced or loaned any other Person amounts in the aggregate exceeding $50,000;Parent Subsidiary; and (dvii) agreement any partnership, joint venture or indenture relating to borrowed money or other indebtedness or the mortgaging, pledging or otherwise placing a lien on any material asset or material group of assets of CII and its Subsidiaries; (e) guarantee of any obligation (other than by CII of a Subsidiary's debts or a guarantee by a Subsidiary of CII's debts or another Subsidiary's debts); (f) lease or agreement under which CII or any Subsidiary is lessee of or holds or operates any property, real or personal, owned by any other party, except for any lease of real or personal property under which the aggregate annual rental payments do not exceed $50,000; (g) lease or agreement under which CII or any Subsidiary is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by CII or any Subsidiary; (h) contract or group of related contracts, excluding all purchase orders, with the same party or group of affiliated parties the performance of which involves consideration in excess of $50,000;similar agreement. (i) assignmentNeither the Parent nor, license, indemnification or agreement with respect to any intangible property (including, without limitationthe best knowledge of the Parent, any material intellectual property)of its officers, excluding directors, stockholders or affiliates is a party to or bound by any agreement (other than this Agreement) or arrangement for the sale of any of the assets or capital stock of the Parent or any of its Subsidiaries or for the grant of any preferential rights to purchase orders;any of the assets or capital stock of the Parent or the Parent Subsidiaries. (j) warranty The Parent is not bound by any agreement with respect to its services rendered redeem the Common Shares or its products sold or leased;Preferred Shares held by any stockholder. (k) sales, distribution or franchise agreement; (lWith respect to each contract and agreement listed in Section 4.12(a) contract, agreement or other arrangement with any officer, director, stockholder, employee or affiliate, or any affiliate of any officer, director, stockholder or employee; (m) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the world; (n) agreement with a term of more than six months which is not terminable by CII or any Subsidiary upon less than 30 days notice without penalty; or (o) any other agreement which is material to its operations and business prospects or involves a consideration in excess of $50,000 annually. All of the contractsDisclosure Schedule, agreements and instruments except as set forth on the Schedule 5.14 are therein, (i) each of such contracts and agreements is valid, binding and in full force and effect and is enforceable by the Parent or the applicable Parent Subsidiary, as applicable, in accordance with their ------------- respective terms its terms, subject to bankruptcy, insolvency, reorganization and other Laws and judicial decisions of general applicability relating to or affecting creditors' rights and to general principles of equity; (ii) there have been no cancellations or, to the best knowledge of the Parent, threatened cancellations thereof nor are there any outstanding disputes thereunder; (iii) none of the Parent, the applicable Parent Subsidiary or, to the best knowledge of the Parent, any other party is in all material respects. CII and each Subsidiary have materially performed all obligations required to be performed by them and are not in material default under or in material breach of nor in receipt of any claim of material provision thereof; and (iv) there does not exist any default or breach under any contractunder, agreement or instrument to which CII or any Subsidiary is subject; no event has occurred or condition which with the passage of time or the giving of notice or passage of time or both would result in become a material default, breach or event of noncompliance by CII or any Subsidiary under any contractdefault under, agreement or instrument to which CII or any Subsidiary is subject; neither CII nor any Subsidiary has Knowledge the terms of any breach or anticipated breach by the other parties to any contract, agreement, instrument or commitment to which it is a party; and neither CII nor any Subsidiary is a party to any materially adverse such contract or commitment. The New Investors have been given access to a true and correct copy of each agreement on the part of the written instrumentsParent, plansthe applicable Parent Subsidiary or, contracts and agreements and an accurate description of each to the best knowledge of the oral arrangementsParent, contracts and agreements which are referred to on the Schedule 5.14, together with all amendments, waivers or part of any other ------------- changes party thereto.

Contracts and Commitments. (a) Except as contemplated by ------------ ------------------------- this Agreement or as set forth on disclosed in the attached Schedule 5.14Company Reports filed since December 31, 2004 and prior to the date hereof, neither CII the Company nor ------------- any Subsidiary of its Subsidiaries is a party to, is bound or affected by, or receives any benefits under, any agreement, contract or legally binding understanding, whether oral or written: (i) providing for (A) aggregate noncontingent payments by or to the Company or bound any Subsidiary of the Company in excess of $250,000 or (B) potential payments by or to the Company or any written Subsidiary of the Company reasonably expected to exceed $1,000,000; (ii) limiting the freedom of the Company to engage in any line of business or oral: sell, supply or distribute any service or product, or to compete with any entity or to conduct business in any geography, or to hire any individual or group of individuals; (aiii) pensionany agreement that after the Effective Time would have the effect of limiting in any respect the freedom of Parent or any of its Subsidiaries (other than the Company and its Subsidiaries) to engage in any line of business or sell, profit sharingsupply or distribute any service or product, stock or to compete with any entity or to conduct business in any geography, or to hire any individual or group of individuals; (iv) providing for any joint venture, partnership or similar arrangement (other than research collaborations and license agreements); (v) involving any exchange-traded or over-the-counter swap, forward, future, option, employee stock purchase cap, floor or other plan or arrangement providing for deferred or other compensation to employees collar financial contract, or any other employee benefit plan interest-rate or arrangementforeign currency protection contract; (vi) relating to the borrowing of money, the guarantee of any such obligation (other than trade payables and instruments relating to transactions entered into in the ordinary course of business), or the sale, securitization or servicing of loans or loan portfolios; (vii) with any collective bargaining agreement directors, officers or stockholders that cannot be cancelled by the Company (or the applicable Subsidiary of the Company) within 30 days' notice without liability, penalty or premium; (viii) containing severance or termination pay Liabilities related to termination of employment; (ix) related to product supply, manufacturing, distribution or development, or the license of Company Intellectual Property to or from the Company or its Subsidiaries (except for standard biological material transfer agreements and nonexclusive software licenses granted to end-user customers in the ordinary course of business, the form of which has been provided to Parent, or standard licenses purchased by the Company or its Subsidiaries for off-the-shelf software and except for licenses in which either the aggregate noncontingent payments to or by the Company are not in excess of $250,000 or the potential payment to or by the Company is not expected to exceed $1,000,000); (x) obligating the Company or any other contract with of its Subsidiaries to provide indemnification; (xi) providing for any labor union, or severance agreements, programs, policies or arrangements; standstill restriction on the Company; (bxii) contract providing for the employment disposition of any officer, individual employee an asset through licensing or other Person on a full-time, part-time, consulting or other basis providing annual compensation otherwise involving consideration in excess of $100,000 or contract relating to loans to officers, directors or affiliates; (c) contract under which CII or any Subsidiary has advanced or loaned any other Person amounts in the aggregate exceeding $50,000; (d) agreement or indenture relating to borrowed money or other indebtedness or the mortgaging, pledging or otherwise placing a lien on any material asset or material group of assets of CII and its Subsidiaries; (e) guarantee of any obligation (other than in the ordinary course of business consistent with prior practice); or (xiii) otherwise required to be filed as an exhibit to an Annual Report on Form 10-K, as provided by CII Rule 601 of Regulation S-K promulgated under the Exchange Act. Each contract of the type described in this Section 3.16, whether or not set forth in the Company Disclosure Letter, is referred to herein as a Subsidiary's debts "Company Material Contract." The Company has heretofore made available to Parent a complete and correct copy of each Company Material Contract, including any amendments or a guarantee by a Subsidiary of CII's debts or another Subsidiary's debts);modifications thereto. (fb) lease or agreement under which CII or any Subsidiary Each Company Material Contract is lessee of or holds or operates any property, real or personal, owned by any other party, except for any lease of real or personal property under which valid and binding on the aggregate annual rental payments do not exceed $50,000; (g) lease or agreement under which CII or any Subsidiary is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by CII or any Subsidiary; (h) contract or group of related contracts, excluding all purchase orders, with the same party or group of affiliated parties the performance of which involves consideration in excess of $50,000; (i) assignment, license, indemnification or agreement with respect to any intangible property (including, without limitation, any material intellectual property), excluding purchase orders; (j) warranty agreement with respect to its services rendered Company or its products sold or leased; (k) salesSubsidiary party thereto and, distribution or franchise agreement; (l) contract, agreement or other arrangement with any officer, director, stockholder, employee or affiliate, or any affiliate of any officer, director, stockholder or employee; (m) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in to the world; (n) agreement with a term of more than six months which is not terminable by CII or any Subsidiary upon less than 30 days notice without penalty; or (o) any other agreement which is material to its operations and business prospects or involves a consideration in excess of $50,000 annually. All Knowledge of the contractsCompany, agreements each other party thereto, and instruments set forth on is in full force and effect, and the Schedule 5.14 are valid, binding Company and enforceable in accordance with their ------------- respective terms each of the Subsidiaries of the Company have performed in all material respects. CII and each Subsidiary have materially performed respects all obligations required to be performed by them and are under each Company Material Contract and, to the Knowledge of the Company, each other party to each Company Material Contract has performed in all material respects all obligations required to be performed by it under such Company Material Contract, except, in each case, as would not in material reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Subsidiary of the Company knows of, or has received notice of, any violation or default under or in material breach of nor in receipt of any claim of material default or breach under any contract, agreement or instrument to which CII (or any Subsidiary is subject; no event has occurred which condition that with the passage of time or the giving of notice would cause such a violation of or both would result in a material default, breach or event of noncompliance by CII default under) any Company Material Contract or any Subsidiary under any contract, other agreement or instrument to which CII or any Subsidiary is subject; neither CII nor any Subsidiary has Knowledge of any breach or anticipated breach by the other parties to any contract, agreement, instrument or commitment contract to which it is a party; and neither CII nor party or by which it or any Subsidiary of its properties or assets is bound, except for violations or defaults that would not reasonably be expected to have a party to any materially adverse contract or commitment. The New Investors have been given access to a true and correct copy of each of the written instruments, plans, contracts and agreements and an accurate description of each of the oral arrangements, contracts and agreements which are referred to on the Schedule 5.14, together with all amendments, waivers or other ------------- changes theretoCompany Material Adverse Effect.

Contracts and Commitments. Except (a) Schedule 2.14 sets forth a 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 contemplated by ------------ ------------------------- this Agreement of the date hereof (the "Contracts"), of the following categories: (i) Managed care contracts and other contracts with third-party payors; (ii) Employment or as similar contracts and severance agreements; (iii) Contracts (other than Leases set forth on Schedule 2.13) ------------- relating to the attached Schedule 5.14, neither CII nor ------------- any Subsidiary is a party to Company or bound by any written the Practice which are not cancelable without liability on thirty (30) calendar days (or oral: (aless) pension, profit sharing, stock option, employee stock purchase or other plan or arrangement providing for deferred or other compensation to employees or any other employee benefit plan or arrangement, or any collective bargaining agreement or any other contract with any labor union, or severance agreements, programs, policies or arrangementsnotice; (biv) contract 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 contract relating Options with respect to loans to officers, directors or affiliates; (c) contract under which CII or any Subsidiary has advanced or loaned any other Person amounts in the aggregate exceeding $50,000; (d) agreement or indenture relating to borrowed money or other indebtedness or the mortgaging, pledging or otherwise placing a lien on any material asset or material group of assets of CII and its Subsidiaries; (e) guarantee of any obligation (other than by CII of a Subsidiary's debts or a guarantee by a Subsidiary of CII's debts or another Subsidiary's debts); (f) lease or agreement under which CII or any Subsidiary is lessee of or holds or operates any property, real or personal, owned by any other party, except for any lease of real whether the Company is the grantor or personal property under which the aggregate annual rental payments do not exceed $50,000grantee thereunder; (gv) lease Contracts involving expenditures or agreement under which CII liabilities, actual or any Subsidiary is lessor potential, in excess of one thousand dollars ($1,000) or permits any third party otherwise material to hold the Practice or operate any property, real or personal, owned or controlled by CII or any Subsidiarythe Company; (hvi) contract Promissory notes, loans, agreements, indentures, evidences of indebtedness, letters of credit, guarantees, or group of related contractsother instruments relating to an obligation to pay money, excluding all purchase orders, with the same party or group of affiliated parties the performance of which involves consideration individually in excess of or in the aggregate in excess of one thousand dollars ($50,0001,000), whether the Company shall be the borrower, lender or guarantor thereunder or whereby any properties of the Company are pledged; (ivii) assignment, license, indemnification Contracts containing covenants limiting the freedom of the Company or agreement with respect to any intangible property (including, without limitation, any material intellectual property), excluding purchase orders; (j) warranty agreement with respect to its services rendered or its products sold or leased; (k) sales, distribution or franchise agreement; (l) contract, agreement or other arrangement with any officer, director, stockholderemployee, employee or affiliateStockholder 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 copies within the Company's, a Stockholder's or an Optionholder's possession of, and all records relating to, all of the Contracts listed on Schedule 2.14, including all ------------- amendments and supplements thereto. (b) Absence of Breaches or Defaults. To the knowledge of the Company ------------------------------- or any Stockholder or Optionholder, all of the Contracts are valid and in full force and effect. To the knowledge of the Company, or any affiliate Stockholder or Optionholder, the Company and the Stockholders have duly performed all of its or their obligations under the Contracts, and no violation of, or default or breach, under any officer, director, stockholder or employee; (m) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in Contracts by the world; (n) agreement with a term of more than six months which is not terminable by CII Company or any Subsidiary upon less than 30 days notice without penalty; or (o) 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 agreement which is material party, to its operations and business prospects or involves a consideration in excess the best of $50,000 annually. All of the contracts, agreements and instruments set forth on the Schedule 5.14 are valid, binding and enforceable in accordance with their ------------- respective terms in all material respects. CII and each Subsidiary have materially performed all obligations required to be performed by them and are not in material default under or in material breach of nor in receipt of any claim of material default or breach under any contract, agreement or instrument to which CII Company's or any Subsidiary is subject; no event Stockholder's knowledge after due inquiry, 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 CII or repudiated any Subsidiary under any contract, agreement or instrument to which CII or any Subsidiary is subject; neither CII nor any Subsidiary has Knowledge of any breach or anticipated breach by the other parties to any contract, agreement, instrument or commitment to which it is a party; and neither CII nor any Subsidiary is a party to any materially adverse contract or commitment. The New Investors have been given access to a true and correct copy of each of the written instruments, plans, contracts and agreements and an accurate description of each of the oral arrangements, contracts and agreements which are referred to on the Schedule 5.14, together with all amendments, waivers or other ------------- changes theretoprovisions thereof.

Contracts and Commitments. Except as contemplated by ------------ ------------------------- this Agreement or as set forth on the attached Schedule 5.14, neither CII nor ------------- any Subsidiary is a party to or bound by any written or oral: (a) pensionThere are no outstanding sales or purchase contracts, profit sharingbinding commitments or binding proposals of any Warranted Subsidiary which (i) cannot be terminated by such Warranted Subsidiary for a period of more than 12 months without liability, stock optionpenalty or premium or (ii) are reasonably expected to result in an adverse effect to EBIDTA of the relevant Warranted Subsidiary if performed in accordance with their terms (except for contracts, employee stock purchase commitments or other plan proposals in respect of products that represent less than 1% of the aggregate sales or costs/expenses of the JVCo Group). (b) No Warranted Subsidiary has any outstanding agreements with Shareholders, Guarantors, directors, officers, agents, consultants, advisors, salesmen, sales representatives, distributors or dealers (including any agreement or arrangement providing for deferred the payment of any bonus or commission or other compensation to employees fee based on sales or earnings) that are not cancellable by it on notice of not longer than 60 days and without liability, penalty or premium. (c) No Warranted Subsidiary has any other employee benefit plan or arrangement, or any collective bargaining employment agreement or any other contract with agreement that contains any labor union, severance or severance agreements, programs, policies termination pay liabilities or arrangements; (b) contract obligations exceeding USD100,000 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 contract relating to loans to officers, directors or affiliates; (c) contract under which CII or any Subsidiary has advanced or loaned any other Person amounts in the aggregate exceeding $50,000;one employee. (d) agreement or indenture relating to borrowed money or other indebtedness or the mortgaging, pledging or otherwise placing a lien on any material asset or material group of assets of CII and its Subsidiaries; (e) guarantee of any obligation (other than by CII of a Subsidiary's debts or a guarantee by a Subsidiary of CII's debts or another Subsidiary's debts); (f) lease or agreement under which CII or any No Warranted Subsidiary is lessee of or holds or operates any property, real or personal, owned by any other party, except for any lease of real or personal property under which the aggregate annual rental payments do not exceed $50,000; (g) lease or agreement under which CII or any Subsidiary is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by CII or any Subsidiary; (h) contract or group of related contracts, excluding all purchase orders, with the same party or group of affiliated parties the performance of which involves consideration in excess of $50,000; (i) assignment, license, indemnification or agreement with respect to any intangible property (including, without limitation, any material intellectual property), excluding purchase orders; (j) warranty agreement with respect to its services rendered or its products sold or leased; (k) sales, distribution or franchise agreement; (l) contract, agreement or other arrangement with any officer, director, stockholder, employee or affiliate, or any affiliate of any officer, director, stockholder or employee; (m) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the world; (n) agreement with a term of more than six months which is not terminable by CII or any Subsidiary upon less than 30 days notice without penalty; or (o) any other agreement which is material to its operations and business prospects or involves a consideration in excess of $50,000 annually. All of the contracts, agreements and instruments set forth on the Schedule 5.14 are valid, binding and enforceable in accordance with their ------------- respective terms in all material respects. CII and each Subsidiary have materially performed all obligations required to be performed by them and are not in material default under or in material breach of violation of, nor in receipt of is there any valid basis for any claim of material default under or breach under violation of, any contract, agreement or instrument to which CII or any Subsidiary 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 CII or any Subsidiary under any contract, agreement or instrument to which CII or any Subsidiary is subject; neither CII nor any Subsidiary has Knowledge of any breach or anticipated breach by the other parties to any contract, agreement, instrument or commitment Material Agreement to which it is a party; party or by which it is bound. (e) No Warranted Subsidiary has any employee to whom it, alone or together with any other member of JVCo Group, has paid in 2006 or agreed to pay in 2007 a total aggregate compensation, including applicable bonuses, commissions or other fees, in excess of USD200,000. (f) No Warranted Subsidiary is restricted by agreement from carrying on its business anywhere in the world. (g) No Warranted Subsidiary has outstanding any agreement to acquire any debt obligations of others for an amount in excess of USD1,000,000. (h) No Warranted Subsidiary has any outstanding loan to any Person for an amount in excess of USD1,000,000 in the aggregate. (i) No Warranted Subsidiary has any agreements, contracts or binding commitments which require the making of any gift or charitable contribution in excess of USD100,000. (j) None of the Shareholders, the Guarantors or any Person which (i) is related to any Shareholder or Guarantor and neither CII nor any Subsidiary (ii) is not a Warranted Subsidiary, is a party to any materially adverse contract or commitment. The New Investors have been given access to outstanding Material Agreement. (k) No Warranted Subsidiary has any power of attorney outstanding in favour of any Person who is not a true and correct copy of each member of the written instrumentsJVCo Group or a director, plansofficer, contracts employee or authorized representative or agent of any such member. (l) No Warranted Subsidiary has any commitment or obligation outstanding under any promissory note (or any similar debt instrument) to any Person, and agreements and an accurate description no Person has any obligation to any Warranted Subsidiary under any promissory note (or any similar debt instrument) other than amounts less than USD1,000,000 payable to or receivable from third parties who are not affiliated with any Warranted Subsidiary, any Guarantor or any of each of the oral arrangements, contracts and agreements which are referred to on the Schedule 5.14, together with all amendments, waivers or other ------------- changes theretotheir respective Connected Persons.

Contracts and Commitments. (a) Schedule 2.16 attached hereto contains a true, complete and correct list and description of the following contracts and agreements, whether written or 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 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 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 $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 condition (financial or otherwise) or the 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 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 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 the Seller is lessor or lessee; and (viii) any other material agreement or contract entered into by the Seller. (b) Except as contemplated by ------------ ------------------------- this Agreement or as set forth on the Schedule 2.16 attached Schedule 5.14, neither CII nor ------------- any Subsidiary is a party to or bound by any written or oralhereto: (a) pension, profit sharing, stock option, employee stock purchase or other plan or arrangement providing for deferred or other compensation to employees or any other employee benefit plan or arrangement, or any collective bargaining agreement or any other contract with any labor union, or severance agreements, programs, policies or arrangements; (b) contract 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 contract relating to loans to officers, directors or affiliates; (c) contract under which CII or any Subsidiary has advanced or loaned any other Person amounts in the aggregate exceeding $50,000; (d) agreement or indenture relating to borrowed money or other indebtedness or the mortgaging, pledging or otherwise placing a lien on any material asset or material group of assets of CII and its Subsidiaries; (e) guarantee of any obligation (other than by CII of a Subsidiary's debts or a guarantee by a Subsidiary of CII's debts or another Subsidiary's debts); (f) lease or agreement under which CII or any Subsidiary is lessee of or holds or operates any property, real or personal, owned by any other party, except for any lease of real or personal property under which the aggregate annual rental payments do not exceed $50,000; (g) lease or agreement under which CII or any Subsidiary is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by CII or any Subsidiary; (h) contract or group of related contracts, excluding all purchase orders, with the same party or group of affiliated parties the performance of which involves consideration in excess of $50,000; (i) assignmenteach Contract is a valid and binding agreement of the Seller, licenseenforceable against the Seller in accordance with its terms, indemnification or and the Seller does not have any knowledge that any Contract is not a valid and binding agreement with respect to any intangible property (including, without limitation, any material intellectual property), excluding purchase ordersof the other parties thereto; (jii) warranty agreement with respect the Seller has fulfilled all material obligations required pursuant to the Contracts to have been performed by the Seller on its services rendered or 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 products sold or leasedobligations under the Contracts which remain to be performed after the date hereof; (kiii) sales, distribution or franchise agreement; (l) contract, agreement or other arrangement with any officer, director, stockholder, employee or affiliate, or any affiliate of any officer, director, stockholder or employee; (m) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the world; (n) agreement with a term of more than six months which Seller is not terminable by CII in breach of or any Subsidiary upon less than 30 days notice without penalty; or (o) any other agreement which is material to its operations and business prospects or involves a consideration in excess of $50,000 annually. All of the contracts, agreements and instruments set forth on the Schedule 5.14 are valid, binding and enforceable in accordance with their ------------- respective terms in all material respects. CII and each Subsidiary have materially performed all obligations required to be performed by them and are not in material default under or in material breach of nor in receipt of any claim of material default or breach under any contractContract, agreement or instrument to which CII or any Subsidiary is subject; and no event has occurred which with the passage of time or the giving of notice or both would constitute such a default, result in a material defaultloss of rights or result in the creation of any lien, charge or encumbrance, thereunder or pursuant thereto; (iv) to the best knowledge of the Seller, there is no existing breach or event of noncompliance default by CII or any Subsidiary under any contract, agreement or instrument to which CII or any Subsidiary is subject; neither CII nor any Subsidiary has Knowledge of any breach or anticipated breach by the other parties to any contract, agreement, instrument or commitment to which it is a party; and neither CII nor any Subsidiary is a party to any materially adverse contract Contract, and no event has occurred which with the passage of time or commitment. The New Investors have been given access 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 no written or oral Contracts to sell products or perform services which are expected to be performed at, or to result in, a true loss. (c) Except as set forth on Schedule 2.3 or Schedule 2.16, the continuation, validity and correct copy effectiveness of each Contract will not be affected by the transfer thereof to Buyer under this Agreement and all such Contracts are assignable to Buyer without a consent. (d) True, correct and complete copies of all Contracts have previously been delivered by the written instruments, plans, contracts and agreements and an accurate description of each of Seller to the oral arrangements, contracts and agreements which are referred to on the Schedule 5.14, together with all amendments, waivers or other ------------- changes theretoBuyer.

Contracts and Commitments. Except as contemplated (a) Schedule 2.12(a) lists each of the following contracts or agreements (if any) of each of the Acquired Companies: (i) management contracts with respect to the Properties, and management contracts with respect to golf course properties or facilities owned by ------------ ------------------------- third parties; (ii) all material documents evidencing or creating indebtedness for borrowed money of the Acquired Companies with a remaining principal balance in excess of $75,000 individually or $250,000 in the aggregate or secured by the Properties and outstanding on the date of this Agreement which will not be retired or repaid on or prior to the Closing Date ("Existing Debt"); (iii) partnership agreements and joint venture agreements to which any Acquired Company is a party (and having as another party any person who is not an Acquired Company) which requires a payment, or delivery of assets or services; (iv) all Leases of Leased Properties and other real property leased by the Companies; (v) except as set forth on the attached Schedule 5.142.5, neither CII nor ------------- any Subsidiary is a party to employment, severance or bound by any written or oral: (a) pension, profit sharing, stock option, employee stock purchase or other plan or arrangement providing for deferred or other compensation to employees or any other employee benefit plan or arrangement, or any collective bargaining agreement or any other contract consulting agreements with any labor uniondirector, officer or severance agreements, programs, policies or arrangements; Acquired Companies Employee (bas hereinafter defined) contract for the employment requiring an annual payment of any officer, individual employee or other Person on a full-time, part-time, consulting or other basis providing annual cash compensation in excess of $100,000 or contract relating to loans to officers, directors or affiliatesindividually; (cvi) contract under which CII agreements granting to any third party a first-refusal, first-offer or other right to purchase or acquire any of the Properties or any Subsidiary has advanced or loaned any other Person amounts in of the aggregate exceeding $50,000Acquired Shares; (dvii) agreement agreements materially limiting or indenture relating restricting the ability of any Acquired Company to borrowed money enter into or other indebtedness engage in any geographic area or the mortgaging, pledging or otherwise placing a lien on any material asset or material group line of assets of CII and its Subsidiaries;business; and (eviii) guarantee of agreements that will not be terminated on or before the Closing between (1) any obligation Acquired Company and any Seller or its Affiliates (other than by CII of a Subsidiary's debts as hereinafter defined), or a guarantee by a Subsidiary of CII's debts (2) any Seller or another Subsidiary's debts); its Affiliates (f) lease or agreement under which CII or any Subsidiary is lessee of or holds or operates any property, real or personal, owned by any other party, except for any lease Acquired Company) and a third party that commit any one or more of real or personal property under which the aggregate annual rental payments do not exceed Acquired Companies to pay, in the aggregate, more than $50,000;150,000. (gb) lease True and complete copies of the contracts and agreements disclosed pursuant to Section 2.12(a) hereof have been made available to the Buyer. Except as disclosed on Schedule 2.12(b) or agreement under which CII or any Subsidiary is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by CII or any Subsidiary; (h) contract or group of related contracts, excluding all purchase orders, with the same party or group of affiliated parties the performance of which involves consideration in excess of $50,000; as would not have a Material Adverse Effect (i) assignmenteach contract and agreement disclosed pursuant to Section 2.12(a) hereof is valid and binding on the Acquired Company party thereto and, licenseto the Sellers' Knowledge, indemnification or agreement with respect to any intangible property (including, without limitation, any material intellectual property), excluding purchase orders; (j) warranty agreement with respect to its services rendered or its products sold or leased; (k) sales, distribution or franchise agreement; (l) contract, agreement on the other party or other arrangement with any officerparties thereto, director, stockholder, employee or affiliate, or any affiliate of any officer, director, stockholder or employee; (m) contract or agreement prohibiting it from freely engaging and is in any business or competing anywhere in the world; (n) agreement with a term of more than six months which is not terminable by CII or any Subsidiary upon less than 30 days notice without penalty; or (o) any other agreement which is material to its operations full force and business prospects or involves a consideration in excess of $50,000 annually. All of the contracts, agreements and instruments set forth on the Schedule 5.14 are valid, binding and enforceable effect in accordance with their ------------- its respective terms, (ii) upon consummation of the transactions contemplated by this Agreement, each such contract and agreement shall continue in full force and effect in accordance with its respective terms without penalty, acceleration of payment or other adverse consequence, (iii) none of the Acquired Companies is in all material respects. CII breach of, or default under, any such contract or agreement, and each Subsidiary have materially performed all obligations required to be performed by them and are not in material default under or in material breach of nor in receipt of any claim of material default or breach under any contract, agreement or instrument to which CII or any Subsidiary is subject; no event has occurred which with the passage of time or exists that, but for the giving of notice or both passage of time, would result in such a material default, breach or default by the Acquired Company party thereto, and (iv) to the Sellers' Knowledge, no other party to any such contract or agreement is in breach thereof or default thereunder, and no event exists that, but for the giving of noncompliance by CII notice or any Subsidiary under any contractpassage or time, agreement or instrument to which CII or any Subsidiary is subject; neither CII nor any Subsidiary has Knowledge of any would result in such a breach or anticipated breach default by the other parties to any contract, agreement, instrument or commitment to which it is a party; and neither CII nor any Subsidiary is a party to any materially adverse contract or commitmentthereto. The New Investors have been given access to a true and correct copy of each of the written instruments, plans, Certain other contracts and agreements concerning the Properties and an accurate description of each of the oral arrangements, contracts and agreements which are referred Acquired Companies have been provided to on the Schedule 5.14, together with all amendments, waivers or other ------------- changes theretoBuyer in the Review Room (as hereinafter defined).

Contracts and Commitments. Except (i) To the Seller’s Knowledge, Schedule 4(k)(i) contains a list as contemplated by ------------ ------------------------- of the date of this Agreement or as set forth on of each Business Contract (the attached Schedule 5.14“Business Contracts (Scheduled)”) to which any Subject Entity (other than Cameron Highway Oil Pipeline Company, neither CII nor ------------- any Subsidiary Poseidon and Southeast ▇▇▇▇▇▇▇▇ Canyon Pipeline Company, L.L.C.) is a party (including currently effective amendments and modifications thereto and an asterisk next to or bound each Business Contract that requires the consent of a counterparty thereto to consummate the transactions contemplated by any written or oralthis Agreement) in the following categories: (aA) pension, profit sharing, stock option, employee stock purchase or any contract (other plan or arrangement providing than a customary buy/sell arrangement) that provides for deferred or other compensation to employees or the payment by any other employee benefit plan or arrangement, or any collective bargaining agreement or any other contract with any labor union, or severance agreements, programs, policies or arrangementsSubject Entity of more than $10,000,000 over the remaining life of such contract; (bB) any contract for (other than a customary buy/sell arrangement) that has not been fully performed prior to the employment date of any officer, individual employee this Agreement that constitutes a purchase order or other Person on a full-timecontract relating to the sale, part-timepurchase, consulting lease or other basis providing annual compensation provision by any Subject Entity of goods or services in excess of $100,000 or contract relating to loans to officers, directors or affiliates10,000,000; (cC) any contract, including a buy/sell arrangement, that generates net revenues for any Subject Entity in excess of $10,000,000 annually; (D) any contract that grants any Person the exclusive right to sell products or provide services within any geographical region; (E) any contract that purports to limit the freedom of any Subject Entity to compete in any line of business, including any portion of the Business, or to conduct business in any geographic location; (F) any contract that provides for the deferred payment of any purchase price (other than trade payables incurred in the Ordinary Course of Business), including any “earn out” or other contingent fee arrangement, except any such agreement with an aggregate outstanding principal amount not exceeding $10,000,000; (G) any contract that creates an Encumbrance (other than a Permitted Encumbrance) on any of the Business Assets or the Acquired Equity Interests or any contract giving rise to a vendor’s lien in respect of trade payables arising in the Ordinary Course of Business; (H) any contract that involves interest rate swaps, cap or collar agreements, commodity or financial future or option contracts or similar derivative or hedging contracts; (I) any contract (other than loans to employees up to an aggregate amount of $10,000,000) under which CII any Subject Entity has made advances or any Subsidiary has advanced or loaned loans to any other Person amounts other than trade receivables incurred in the aggregate exceeding $50,000Ordinary Course of Business and any intercompany agreements to be repaid and terminated at or prior to the Closing; (dJ) agreement any contract that involves any outstanding contracts of guaranty, surety or indenture relating to borrowed money indemnification, direct or other indebtedness or the mortgagingindirect, pledging or otherwise placing a lien on by any material asset or material group of assets of CII and its SubsidiariesSubject Entity; (eK) guarantee any contract forming a partnership, joint venture or similar arrangement; (L) any operating or similar agreement with a value in excess of $10,000,000; (M) any obligation construction, maintenance or similar agreement with a value in excess of $10,000,000; (other than by CII N) any contract for the lease of personal property to or from any Person providing for lease payments in excess of $10,000,000 in any 12-month period; (O) any contract not made in the Ordinary Course of Business; and (P) any contract with an Associate as a Subsidiary's debts counterparty. (ii) The Seller has delivered (and has caused the applicable Company, Company Subsidiary and, to the extent it has the Legal Right, the applicable Company Joint Venture Entity) to the Buyer a correct and complete copy of each Business Contract (Scheduled) (as amended) set forth on Schedule 4(k)(i). (iii) To the Seller’s Knowledge, except as set forth in Schedule 4(k)(iii), with respect to each Business Contract to which any Subject Entity is a party: (A) such contract is enforceable in all material respects, subject to the effects of bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ right generally and to general principles of equity (regardless of whether such enforceability is considered in a guarantee by a Subsidiary of CII's debts proceeding in equity or another Subsidiary's debtsat law); (fB) lease or agreement under which CII or any Subsidiary is lessee subject to the receipt of or holds or operates any propertythe consents indicated on Schedule 4(k)(i), real or personal, owned by any other party, such contract will continue to be so enforceable on terms identical to those contemplated in (A) above following the consummation of the Transaction Agreements (except for any lease those that expire at the end of real or personal property under which their term, without regard to the aggregate annual rental payments do not exceed $50,000;Transaction Agreements); and (gC) lease or agreement under which CII or any Subsidiary is lessor of or permits any third no party to hold or operate such contract has repudiated any property, real or personal, owned or controlled by CII or any Subsidiary;provision of such contract. (hiv) contract or group of related contractsTo the Seller’s Knowledge, excluding all purchase orders, with the same Subject Entity that is a party or group of affiliated parties the performance of which involves consideration in excess of $50,000; (i) assignment, license, indemnification or agreement with respect to any intangible property (including, without limitation, any material intellectual property), excluding purchase orders; (j) warranty agreement with respect to its services rendered or its products sold or leased; (k) sales, distribution or franchise agreement; (l) contract, agreement or other arrangement with any officer, director, stockholder, employee or affiliate, or any affiliate of any officer, director, stockholder or employee; (m) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the world; (n) agreement with a term of more than six months which thereto is not terminable by CII or (and neither the Seller nor any Subsidiary upon less than 30 days notice without penalty; or (oof its Affiliates that are a party thereto, and to the Seller’s Knowledge, no other applicable counter-party thereto is) any other agreement which is material to its operations and business prospects or involves a consideration in excess of $50,000 annually. All of the contracts, agreements and instruments set forth on the Schedule 5.14 are valid, binding and enforceable in accordance with their ------------- respective terms in all material respects. CII and each Subsidiary have materially performed all obligations required to be performed by them and are not in material default under or in material breach of nor in receipt or default of any claim of material default or breach under any contract, agreement or instrument Business Contract to which CII any Subject Entity is a party or to which the Seller, any of its Affiliates or any Subsidiary other Subject Entity is subject; a counter-party, and no event has occurred which that, with the passage of time or the giving of notice or both lapse of time, would result in constitute a material default, breach or event of noncompliance by CII or any Subsidiary default under any contract, agreement or instrument to which CII or any Subsidiary is subject; neither CII nor any Subsidiary has Knowledge of any breach or anticipated breach by the other parties to any contract, agreement, instrument or commitment to which it is a party; and neither CII nor any Subsidiary is a party to any materially adverse contract or commitment. The New Investors have been given access to a true and correct copy of each of the written instruments, plans, contracts and agreements and an accurate description of each of the oral arrangements, contracts and agreements which are referred to on the Schedule 5.14, together with all amendments, waivers or other ------------- changes theretosuch Business Contract.

Contracts and Commitments. (a) Except as expressly contemplated by ------------ ------------------------- this Agreement or as set forth disclosed in the Issuer SEC Reports filed prior to the date of this Agreement or on Schedule 3.14 under either the attached heading Contracts or the heading Employee Benefits or Schedule 5.143.12, neither CII the Issuer nor ------------- any Subsidiary is a party to or bound by any written or oral: (ai) pension, profit sharing, stock option, employee stock purchase or other plan or arrangement providing for deferred or other compensation to employees or any other employee benefit plan or arrangement, or any collective bargaining agreement or any other contract with any labor union, or severance agreements, programs, policies or arrangements; (bii) contract 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 contract relating to loans to officers, directors or affiliatesAffiliates; (ciii) contract under which CII the Issuer or any Subsidiary has advanced or loaned any other Person amounts in the aggregate exceeding $50,000250,000; (div) agreement or indenture relating to borrowed money or other indebtedness Indebtedness or the mortgaging, pledging or otherwise placing a lien Lien on any material asset or material group of assets of CII and the Issuer and/or its Subsidiaries; (ev) guarantee of any obligation in excess of $100,000 (other than by CII the Issuer of a wholly-owned Subsidiary's debts or a guarantee by a Subsidiary of CIIthe Issuer's debts or of another wholly-owned Subsidiary's debts)) other than in connection with the Credit Agreement; (fvi) lease or agreement under which CII the Issuer or any Subsidiary is lessee of or holds or operates any property, real or personal, personal property owned by any other party, except for any lease of real or personal property under which the aggregate annual rental payments do not exceed $50,000; (gvii) lease or agreement under which CII the Issuer or any Subsidiary is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by CII the Issuer or any Subsidiary, respectively; (hviii) contract or group of related contracts, excluding all purchase orders, contracts with the same party or group of affiliated parties the performance of which involves consideration in excess of $50,000250,000; (iix) assignment, license, indemnification or agreement with respect to any material intangible property (including, without limitation, any material intellectual propertyIntellectual Property Rights), excluding purchase orders; (jx) express warranty agreement with respect to its services rendered or its products sold or leased; (kxi) agreement under which it has granted any Person any registration rights (including, without limitation, demand and piggyback registration rights); (xii) sales, distribution or franchise agreementagreement the performance of which involves consideration in excess of $250,000; (lxiii) contractagreement, agreement or other arrangement the performance of which involves consideration in excess of $250,000, with any officer, director, stockholder, employee or affiliate, a term of more than six months which is not terminable by the Issuer or any affiliate of any officer, director, stockholder or employeeSubsidiary upon less than 30 days notice without penalty; (mxiv) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the world; (nxv) any joint venture agreement with a term of more than six months or other agreement pursuant to which is not terminable by CII the Issuer or any Subsidiary upon less than 30 days notice without penaltyhas made, or any agreement governing the Issuer's or any Subsidiary's investment in any other person; or (oxvi) any other agreement which is material to its operations and business prospects or involves a consideration in excess of $50,000 250,000 annually. . (b) All of the contracts, agreements and instruments set forth or required to be set forth on the Schedule 5.14 3.14 are valid, binding and enforceable in accordance with their ------------- respective terms in all material respectsterms. CII Except as set forth on Schedule 3.12, Schedule 3.14, Schedule 3.16, or Schedule 3.08, the Issuer and each Subsidiary have materially has performed all material obligations required to be performed by them it under the contracts, agreements and instruments listed on Schedule 3.14 or required to be set forth and are not in material default under or in material breach of nor in receipt of any claim of material default or breach under any material contract, agreement or instrument to which CII the Issuer or any Subsidiary is subject; subject and 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 CII the Issuer or any Subsidiary under any material contract, agreement or instrument to which CII the Issuer or any Subsidiary is subject; neither CII nor any Subsidiary the Issuer has Knowledge no present intention of not fully performing all such obligations; the Issuer has no knowledge of any breach or anticipated breach by the other parties to any material contract, agreement, instrument or commitment to which it is a party; and neither CII the Issuer nor any Subsidiary is a party to any materially adverse contract or commitment. The New Investors commitment or group of contracts or commitments the performance of which could have been given access a Material Adverse Effect. (c) Upon request, the Issuer will make available to the Purchasers a true and correct copy of each of the written instruments, plans, contracts and agreements and an accurate description of each of the oral arrangements, contracts and agreements which are listed on, referred to or required to be listed on or referred to on the Schedule 5.143.14, together with all amendments, waivers or other ------------- changes thereto.

Contracts and Commitments. Except as contemplated by ------------ ------------------------- this Agreement or (a) As of the date hereof, except as set forth on in Section 4.10 of the attached Schedule 5.14Company Disclosure Schedules, neither CII the Company nor ------------- any Subsidiary of its Subsidiaries is a party to or to, nor bound by any written or oralby, any: (ai) pension, profit sharing, stock option, employee stock purchase or other plan or arrangement providing for deferred or other compensation to employees or any other employee benefit plan or arrangement, or any collective bargaining agreement or any other contract with any labor union, or severance agreements, programs, policies or arrangements; (b) contract Contract for the employment of any officer, individual employee or other Person person on a full-time, part-time, time or consulting or other basis providing with annual compensation payments in excess of $100,000 or contract relating to loans to officers, directors or affiliates100,000; (cii) contract under which CII Contract relating to Indebtedness of the Company or any Subsidiary has advanced of its Subsidiaries or loaned any other Person amounts in the aggregate exceeding $50,000; (d) agreement or indenture relating to borrowed money or other indebtedness or the mortgaging, pledging or otherwise placing a lien Lien on any material asset or material group portion of the assets of CII and the Company or any of its Subsidiaries; (eiii) material guarantee of any obligation (for Indebtedness or other than by CII of a Subsidiary's debts or a guarantee by a Subsidiary of CII's debts or another Subsidiary's debts)material guarantee; (fiv) lease or agreement Contract under which CII or any Subsidiary it is lessee of of, or holds or operates any personal property, real or personal, owned by any other party, except for any lease of real or personal property under which the aggregate annual rental payments do not exceed exceeds $50,000250,000; (gv) lease or agreement Contract under which CII or any Subsidiary it is lessor of or permits any third party to hold or operate any personal property, real or personal, owned or controlled by CII or any Subsidiaryfor which the annual rental exceeds $250,000; (hvi) contract or group of related contracts, excluding all purchase orders, with the same party or group of affiliated parties Contract that involves the performance of which involves consideration 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 $50,000500,000; (ivii) assignmentContract that involves the performance of services for, licenseor delivery of goods or materials to, indemnification the Company or agreement with respect any of its Subsidiaries resulting in annual expense to any intangible property (including, without limitation, any material intellectual property), excluding purchase ordersthe Company and its Subsidiaries in excess of $500,000; (jviii) warranty agreement with respect to its services rendered or its products sold or leased; (k) sales, distribution or franchise agreement; (l) contract, agreement or other arrangement with any officer, director, stockholder, employee or affiliate, Contract which prohibits the Company or any affiliate of any officer, director, stockholder or employee; (m) contract or agreement prohibiting it its Subsidiaries from freely engaging in any business in any geographical area or competing anywhere in contains any exclusivity provisions or restrictions binding on the worldCompany and its Subsidiaries or that would be binding on the Buyer and its Affiliates after the Closing; (nix) joint venture, partnership or limited liability company agreement with a term of more than six months which is not terminable by CII or other similar Contract; (x) Contract relating to interest rate, derivative or hedging transactions; (xi) Contract between the Company or any Subsidiary upon less than 30 days notice without penalty; orthereof, on the one hand, and any officer, director, employee, holder of Shares or other equity interests or Affiliate of the Company or any of its Subsidiaries, on the other 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 dollar threshold set forth therein); (oxii) IP Licenses requiring annual payment to or from the Company or any other agreement which is material to of its operations and business prospects or involves a consideration Subsidiaries in excess of $50,000 annually. All (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 contracts, agreements and instruments set forth on the Schedule 5.14 are valid, binding and enforceable in accordance with their ------------- respective terms in all material respects. CII and each Subsidiary have materially performed all obligations required to be performed by them and are not in material default under or in material breach of nor in receipt of any claim of material default or breach under any contract, agreement or instrument to which CII Company or any Subsidiary is subject; no event has occurred which thereof (including with the passage of time or the giving of notice or both would result in a material default, breach or event of noncompliance by CII or any Subsidiary under any contract, agreement or instrument to which CII or any Subsidiary is subject; neither CII nor any Subsidiary has Knowledge of any breach or anticipated breach by the other parties respect to any contractmaterial product); and (xiii) any other Contract or arrangement that is material to the Company and its Subsidiaries, agreementtaken as a whole. (b) The Buyer either has been supplied with, instrument or commitment to which it is a party; and neither CII nor any Subsidiary is a party to any materially adverse contract or commitment. The New Investors have has been given access to to, a true and correct copy of each of the all written instruments, plans, contracts and agreements and an accurate description of each of the oral arrangements, contracts and agreements which are referred to on the Schedule 5.14, Contracts (together with all material amendments, waivers or other ------------- modifications thereto) required to be set forth in Section 4.10 of the Company Disclosure Schedules (collectively, the “Material Contracts”). (c) Each Material Contract is in full force and effect and constitutes a legal, valid and binding obligation of the Company or 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 Company nor any of its Subsidiaries is in breach or default of any Material Contract in any material respect, nor has the Company or any of its Subsidiaries received written (or to the Company’s Knowledge, oral) notice of any 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 theretoof 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 material respect thereunder, nor does any condition exist that, with notice or lapse of time, or both, would constitute a material breach or default by such other party thereunder. Neither the Company nor any of its Subsidiaries has received any notice of termination or cancellation under any Material Contract.

Contracts and Commitments. Except as contemplated by ------------ ------------------------- this Agreement or as set forth on Section 4.12 of the attached Schedule 5.14Disclosure Schedule, neither CII ISI nor ------------- any Subsidiary of ISI is a party to or bound by any written or oralof the following agreements currently in effect: (a) pensionany agreement (i) under which any of ISI or its Subsidiaries has created, profit sharingincurred, assumed or guaranteed Indebtedness (under clause (ii) through (ix) of the definition thereof) or imposing an Encumbrance on any of the assets or properties of ISI or its Subsidiaries other than a Permitted Encumbrance, in each case, other than the entry into agreements in connection with the Debt Financing, or (ii) whereby any of ISI or its Subsidiaries has an obligation to make an investment in or loan to any Person; (b) any agreement entered into by ISI or any of its Subsidiaries involving the merger with, acquisition of, or purchase of any business, stock, equity, property or assets of any Person, in each case other than any intercompany agreements involving the contribution of stock or equity of a Subsidiary to ISI; (c) any agreement pursuant to which any of ISI or its Subsidiaries leases any (i) ISI Leased Real Property requiring the payment of more than $150,000 per year, or (ii) personal property requiring the payment of more than $10,000 per year. (d) any agreement that requires any of ISI or any of its Subsidiaries to purchase all of its requirements for any goods or services exclusively from one or more parties; (e) any license of Intellectual Property by or to ISI or its Subsidiaries, except for licenses implied by the sale of goods, shrink-wrap, click-wrap software licenses, end-user licenses and licenses to software generally commercially available (in each case, with a value of less than $15,000) and any other agreement pursuant to which ISI or any of its Subsidiaries’ ability to use, disclose, license or enforce any Intellectual Property is affected other than use or disclosure that is limited by confidentiality or non-disclosure agreements entered into in the ordinary course of business (including in connection with acquisition opportunities) related to Intellectual Property that is neither owned nor licensed by ISI or its Subsidiaries; (f) any agreement under which ISI or any of its Subsidiaries is obligated to pay royalties, commissions or similar payments to any Person (other than commissions paid to employees in the ordinary course of business); (g) any stock purchase plan, stock optionoption plan, phantom plan or similar plan; (h) any agreement (i) containing a “most favored customer” or similar provision or (ii) involving the settlement, release, compromise or waiver of any material rights, claims, obligations, duties or liabilities in connection with any Litigation involving ISI or any of its Subsidiaries arising in the past twelve (12) months; (i) any agreement that contains or provides for an undertaking by ISI or its Subsidiary to pay any liquidated damages or similar remedy in the event of any failure to perform or late performance of such contract; (j) any (i) agreement pertaining to employment arrangements with any officer, director, or employee stock purchase of ISI that provides for annual compensation in excess of $100,000, and (ii) agreement providing for severance, retention, change in control or other plan similar payments or arrangement providing for deferred benefits; (k) any ISI Related Party Agreement; (l) (i) any power of attorney granted by ISI or other compensation its Subsidiaries that is currently effective and outstanding, and (ii) any letter of credit, performance bond or similar instrument that is currently outstanding; (m) any agreement relating to employees any partnership, joint venture, strategic alliance or any other employee benefit plan or arrangement, or sharing of profits; (n) any collective bargaining agreement or any other labor-related contract or understanding with any labor union, labor organization or severance agreementsworks council (each, programs, policies or arrangements; (b) contract 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 contract relating to loans to officers, directors or affiliates; (c) contract under which CII or any Subsidiary has advanced or loaned any other Person amounts in the aggregate exceeding $50,000; (d) agreement or indenture relating to borrowed money or other indebtedness or the mortgaging, pledging or otherwise placing a lien on any material asset or material group of assets of CII and its Subsidiaries; (e) guarantee of any obligation (other than by CII of a Subsidiary's debts or a guarantee by a Subsidiary of CII's debts or another Subsidiary's debts“ISI Collective Bargaining Agreement”); (f) lease or agreement under which CII or any Subsidiary is lessee of or holds or operates any property, real or personal, owned by any other party, except for any lease of real or personal property under which the aggregate annual rental payments do not exceed $50,000; (g) lease or agreement under which CII or any Subsidiary is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by CII or any Subsidiary; (h) contract or group of related contracts, excluding all purchase orders, with the same party or group of affiliated parties the performance of which involves consideration in excess of $50,000; (i) assignment, license, indemnification or agreement with respect to any intangible property (including, without limitation, any material intellectual property), excluding purchase orders; (j) warranty agreement with respect to its services rendered or its products sold or leased; (k) sales, distribution or franchise agreement; (l) contract, agreement or other arrangement with any officer, director, stockholder, employee or affiliate, or any affiliate of any officer, director, stockholder or employee; (m) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the world; (n) agreement with a term of more than six months which is not terminable by CII or any Subsidiary upon less than 30 days notice without penalty; or (o) any agreement containing covenants materially restricting or limiting the freedom of ISI or any Subsidiary to engage in any line of business or in any geography or territory; or (p) any other agreement which is material agreement, (i) involving payments to or by ISI or any of its operations and business prospects or involves a consideration Subsidiaries in excess of $50,000 annually. All 2,000,000 per year (other than purchase orders and statements of work entered into in the ordinary course of business) or (ii) to the extent material and outside of the contractsordinary course of business, agreements and instruments that contains or provides for an undertaking by ISI or its Subsidiaries to indemnify or hold harmless another Person. Each of the contracts set forth or required to be set forth on Section 4.12 of the Disclosure Schedule 5.14 are validor on a Schedule cross-referenced within such Schedule or any agreement with any ISI Top Customer or any agreement with any ISI Top Supplier (“ISI Material Agreements”) is the legal, valid and binding and obligation of ISI and/or its Subsidiaries, enforceable against them in accordance with their ------------- respective terms its terms, except as such enforceability may be limited by General Enforceability Exceptions. Except as set forth on Section 4.12(q) of the Disclosure Schedule, neither ISI nor any of its Subsidiaries, nor, to ISI’s Knowledge, any other party is in all material respects. CII and each Subsidiary have materially performed all obligations required to be performed by them and are not in material breach or violation of, or (with or without notice or lapse of time or both) default under under, any ISI Material Agreement, nor has ISI or in material breach any of nor in receipt of its Subsidiaries received (or has any knowledge of) any claim of material any such breach, violation or default or breach under any contract, agreement notice terminating or instrument to which CII or any Subsidiary is subject; no event has occurred which with threatening the passage of time or the giving of notice or both would result in a material default, breach or event of noncompliance by CII or any Subsidiary under any contract, agreement or instrument to which CII or any Subsidiary is subject; neither CII nor any Subsidiary has Knowledge termination of any breach or anticipated breach by the other ISI Material Agreement. ISI and its Subsidiaries are not parties to any contract, agreement, instrument ISI Material Agreements that are oral. ISI has delivered or commitment made available to which it is a party; and neither CII nor any Subsidiary is a party to any materially adverse contract or commitment. The New Investors have been given access to a ISH true and correct copy complete copies of each of the written instrumentsall ISI Material Agreements, plans, contracts and agreements and an accurate description of each of the oral arrangements, contracts and agreements which are referred to on the Schedule 5.14, together with all amendments, waivers or other ------------- changes including any amendments thereto.

Contracts and Commitments. (a) Except as contemplated by ------------ ------------------------- this Agreement or as set forth on Schedule 4.15(a) of the attached Parent Disclosure Schedule, none of Parent, the Parent Subsidiaries nor any of the entities listed on Schedule 5.14, neither CII nor ------------- any Subsidiary 4.1(b) of the Parent Disclosure Schedule is a party to or bound by any written or oralof the following: (ai) pensionany Contract that provides for post-employment or post-consulting liabilities or obligations, profit sharingincluding severance pay; (ii) any Contract under which payments or obligations will be increased, stock optionaccelerated or vested by the occurrence (whether alone or in conjunction with any other event) of any of the transactions contemplated by this Agreement, employee stock purchase including the Merger, or 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 disposition or acquisition of assets where the fair market value of such assets exceeds $100,000, in each case other than inventory sold in the ordinary course of business; (iv) any Contract relating to an ownership interest in any corporation, partnership, joint venture or other plan business enterprise or arrangement providing Person, excluding wholly-owned Parent Subsidiaries; (v) any Contract for deferred 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 expected to exceed, $100,000; (vi) any Contract relating to the guarantee (whether absolute or contingent) by Parent or any of the Parent Subsidiaries of (A) the performance of any other Person (other than Parent or a wholly-owned Parent Subsidiary) or (B) the whole or any part of the indebtedness or liabilities of any other Person (other than Parent or a wholly-owned Parent Subsidiary); (vii) any Contract relating to the indemnification by Parent 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 Parent or the Parent Subsidiaries; (x) any Contract which limits or restricts (A) where Parent or any of the Parent Subsidiaries may conduct business, (B) the type or lines of business (current or future) in which Parent or any of the Parent Subsidiaries may engage or (C) any acquisition of assets or stock (tangible or intangible) by Parent or any of the Parent Subsidiaries; (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 Parent or any of the Parent Subsidiaries to customers in the ordinary course of 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 compensation to employees similar transaction and any foreign exchange position or any other employee benefit plan or arrangement, or contract for the exchange of currency; (xiv) any collective bargaining agreement or agreements; (xv) any other contract with Contract relating to the employment of individuals who serve as officers of Parent; or (xvi) any labor unionContract that would otherwise be required to be filed as an exhibit to a periodic report under the Exchange Act, or severance agreements, programs, policies or arrangements;as provided by Item 601 of Regulation S-K promulgated under the Exchange Act. Each Contract of the type described in this Section 4.15(a) and in existence as of the date hereof is referred to herein as a “Parent Contract”. (b) contract for An accurate and complete copy of each Parent Contract (including all amendments thereto) has been made available to 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 contract relating to loans to officers, directors or affiliates;Company. (c) contract under which CII or Neither Parent nor any Subsidiary has advanced or loaned of the Parent Subsidiaries, nor, to the knowledge of Parent, any other Person amounts in the aggregate exceeding $50,000; (d) agreement or indenture relating to borrowed money or other indebtedness or the mortgaging, pledging or otherwise placing a lien on any material asset or material group of assets of CII and its Subsidiaries; (e) guarantee of any obligation (other than by CII of a Subsidiary's debts or a guarantee by a Subsidiary of CII's debts or another Subsidiary's debts); (f) lease or agreement under which CII or any Subsidiary is lessee of or holds or operates any property, real or personal, owned by any other party, except for any lease of real or personal property under which the aggregate annual rental payments do not exceed $50,000; (g) lease or agreement under which CII or any Subsidiary is lessor of or permits any third party to hold a Parent Contract, is in material breach, violation or operate any property, real or personal, owned or controlled by CII or any Subsidiary; (h) contract or group of related contracts, excluding all purchase orders, with the same party or group of affiliated parties the performance of which involves consideration in excess of $50,000; (i) assignment, license, indemnification or agreement with respect to any intangible property (including, without limitation, any material intellectual property), excluding purchase orders; (j) warranty agreement with respect to its services rendered or its products sold or leased; (k) sales, distribution or franchise agreement; (l) contract, agreement or other arrangement with any officer, director, stockholder, employee or affiliatedefault under, or has received written notice that it has breached, violated or defaulted under (nor, to the knowledge of Parent, does there exist any affiliate of any officercondition under which, director, stockholder or employee; (m) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the world; (n) agreement with a term of more than six months which is not terminable by CII or any Subsidiary upon less than 30 days notice without penalty; or (o) any other agreement which is material to its operations and business prospects or involves a consideration in excess of $50,000 annually. All of the contracts, agreements and instruments set forth on the Schedule 5.14 are valid, binding and enforceable in accordance with their ------------- respective terms in all material respects. CII and each Subsidiary have materially performed all obligations required to be performed by them and are not in material default under or in material breach of nor in receipt of any claim of material default or breach under any contract, agreement or instrument to which CII or any Subsidiary is subject; no event has occurred which with the passage of time or the giving of notice or both both, would result in reasonably be expected to cause such a breach, violation or default under), any Parent Contract material defaultto the operation of Parent’s business. (d) Each Parent Contract is a valid, breach or event binding and enforceable obligation of noncompliance by CII or Parent and any applicable Parent Subsidiary under any contractand, agreement or instrument to which CII or any Subsidiary is subject; neither CII nor any Subsidiary has Knowledge the knowledge of any breach or anticipated breach by Parent, of the other party or parties thereto, in accordance with its terms and is in full force and effect, in each case except to any contractthe extent enforcement may be limited by applicable bankruptcy, agreementinsolvency, instrument or commitment to which it is a party; and neither CII nor any Subsidiary is a party to any materially adverse contract or commitment. The New Investors have been given access to a true and correct copy of each of the written instrumentsreorganization, plans, contracts and agreements and an accurate description of each of the oral arrangements, contracts and agreements which are referred to on the Schedule 5.14, together with all amendments, waivers moratorium or other ------------- changes theretolaws 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. Except as contemplated by ------------ ------------------------- this Agreement or as set forth on the attached Schedule 5.14, neither CII nor ------------- any Subsidiary is a party to or bound by any written or oral: (a) pensionParent has made available to the Company true and correct copies of all of the following Contracts of Parent, profit sharingincluding any amendments or waivers pertaining thereto, stock option, employee stock purchase or other plan or arrangement providing for deferred or other compensation to employees or any other employee benefit plan or arrangement, or any collective bargaining agreement or any other contract with any labor union, or severance agreements, programs, policies or arrangements;which are currently in effect as of the date hereof ( the “Material Contracts”): (bi) contract Contracts (other than purchase orders entered into in the ordinary course of business) which involve commitments to make capital expenditures or which provide for the employment purchase of goods or services by Parent from any officer, individual employee one Person under which the undelivered balance of such products or other Person on services has a full-time, part-time, consulting or other basis providing annual compensation purchase price in excess of Ten Thousand Dollars ($100,000 or contract relating to loans to officers, directors or affiliates; (c) contract under which CII or any Subsidiary has advanced or loaned any other Person amounts in the aggregate exceeding $50,000; (d) agreement or indenture relating to borrowed money or other indebtedness or the mortgaging, pledging or otherwise placing a lien on any material asset or material group of assets of CII and its Subsidiaries; (e) guarantee of any obligation (other than by CII of a Subsidiary's debts or a guarantee by a Subsidiary of CII's debts or another Subsidiary's debts10,000); (fii) lease Contracts (other than purchase orders entered into in the ordinary course of business) which provide for the sale of products or agreement services by Parent and under which CII 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 Parent, to the granting by Parent of a Lien on any of its assets, or any Subsidiary guaranty by Parent of any obligation or liability in any case involving a liability in excess of Ten Thousand Dollars ($10,000); (iv) Contracts pursuant to which Parent is a lessor or a lessee of any property, personal or real, or holds or operates any property, real or personal, tangible personal property owned by any other partyanother Person, except for any lease leases of real or personal property under which the aggregate annual rental payments do not exceed $50,000property; (gv) lease Contracts for the use, license or agreement under which CII or sublicense of any Subsidiary is lessor of or permits any third party to hold or operate any property, real or personal, Proprietary Rights owned or controlled licensed by CII Parent or otherwise used in Parent’s business (other than any Subsidiarylicense of mass-marketed or otherwise generally available software); (hvi) contract any power of attorney (whether revocable or group of related contracts, excluding all purchase orders, with the same party or group of affiliated parties the performance of which involves consideration in excess of $50,000irrevocable) given to any Person by Parent; (ivii) assignment, license, indemnification Contracts by Parent not to compete in any business or agreement in any geographical area or with respect to which Parent is the beneficiary of any intangible property (including, without limitation, any material intellectual property), excluding purchase ordersnon-compete provision; (jviii) warranty agreement Contracts restricting the right of Parent to use or disclose any information in its possession or with respect to its services rendered which Parent is the beneficiary of any confidentiality, nondisclosure or its products sold or leasednon-use provision; (kix) salesany partnership, distribution joint venture or franchise agreementother similar arrangements; (lx) contractany employment agreements, agreement or other arrangement severance agreements, bonus agreements and non-competition agreements with employees of Parent; and (xi) any Contract with any officer, director, stockholder, employee or affiliate, shareholder or any affiliate of any officer, director, stockholder or employee;their respective Affiliates. (mb) contract With respect to the Material Contracts of Parent: (i) Parent has not materially breached or agreement prohibiting it from freely engaging cancelled any Material Contract; (ii) to Parent’s Knowledge, none of Parent’s Material Contracts have been breached in any business respect or competing anywhere in canceled by the world; other party which has not been duly cured or reinstated; (niii) agreement with a term of more than six months which to Parent’s Knowledge, Parent is not terminable by CII or any Subsidiary upon less than 30 days notice without penalty; or (o) any other agreement which is material to its operations and business prospects or involves a consideration in excess of $50,000 annually. All of the contracts, agreements and instruments set forth on the Schedule 5.14 are valid, binding and enforceable in accordance with their ------------- respective terms in all material respects. CII and each Subsidiary have materially performed all obligations required to be performed by them and are not in material default under or in material breach of nor in receipt of any written claim of material default or breach under any contractMaterial Contract; (iv) to Parent’s Knowledge, agreement or instrument to which CII or any Subsidiary 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 default under any Contract or create in any Person the right to accelerate, suspend, terminate, modify, cancel or exercise any other material right under Parent Material Contract; (v) no Person has given notice to Parent of noncompliance repudiation of any provision of any Material Contract; and (vi) Parent has not received any notice of any, and to Parent’s Knowledge there is no, impending change of any business relationship with any Person with whom Parent has a material business relationship. To Parent’s Knowledge, each Parent Material Contract is valid, binding and in full force and effect and enforceable in accordance with its terms. (c) Each of Parent’s Material Contracts has been entered into without the commission of any act by CII or on behalf of Parent, alone or in concert with any other Person, or any Subsidiary under any contractconsideration having been paid or promised, agreement that, in either case, is or instrument to which CII or any Subsidiary is subject; neither CII nor any Subsidiary has Knowledge would be in violation of any breach or anticipated breach by the other parties to any contract, agreement, instrument or commitment to which it is a party; and neither CII nor any Subsidiary is a party to any materially adverse contract or commitment. The New Investors have been given access to a true and correct copy of each of the written instruments, plans, contracts and agreements and an accurate description of each of the oral arrangements, contracts and agreements which are referred to on the Schedule 5.14, together with all amendments, waivers or other ------------- changes theretoLaw.

Contracts and Commitments. Except as contemplated by ------------ ------------------------- this Agreement or as set forth on the attached (a) Schedule 5.142.13(a) contains a complete and accurate list of all contracts, neither CII nor ------------- any Subsidiary is a party to or bound by any agreements, commitments, instruments and obligations (whether written or oral, proposed, contingent or otherwise, but, excluding such obligation requiring financial payments or commitments of less than $2,500 per year) of the Seller, which relate to or affect the Business or the Assets (the “Seller Agreements”) including those concerning the following matters: (ai) pensionthe lease, profit sharing, stock option, employee stock purchase as lessee or other plan or arrangement providing for deferred or other compensation to employees or any other employee benefit plan or arrangementlessor, or any collective bargaining agreement license, as licensee or any other contract with any labor unionlicensor, or severance agreements, programs, policies or arrangements; (b) contract for the employment of any officer, individual employee real or other Person on a full-time, part-time, consulting personal property (tangible or other basis providing annual compensation in excess of $100,000 or contract relating to loans to officers, directors or affiliates; (c) contract under which CII or any Subsidiary has advanced or loaned any other Person amounts in the aggregate exceeding $50,000; (d) agreement or indenture relating to borrowed money or other indebtedness or the mortgaging, pledging or otherwise placing a lien on any material asset or material group of assets of CII and its Subsidiaries; (e) guarantee of any obligation (other than by CII of a Subsidiary's debts or a guarantee by a Subsidiary of CII's debts or another Subsidiary's debtsintangible); (fii) lease the employment or agreement under which CII or any Subsidiary is lessee of or holds or operates any property, real or personal, owned by any other party, except for any lease of real or personal property under which the aggregate annual rental payments do not exceed $50,000; (g) lease or agreement under which CII or any Subsidiary is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by CII or any Subsidiary; (h) contract or group of related contracts, excluding all purchase orders, with the same party or group of affiliated parties the performance of which involves consideration in excess of $50,000; (i) assignment, license, indemnification or agreement with respect to any intangible property (including, without limitation, any material intellectual property), excluding purchase orders; (j) warranty agreement with respect to its services rendered or its products sold or leased; (k) sales, distribution or franchise agreement; (l) contract, agreement or other arrangement with any officer, director, stockholder, employee or affiliate, or any affiliate engagement of any officer, director, stockholder employee, consultant or employeeagent, other than those terminable at will without severance obligation, and any covenant not to compete with any former employees; (miii) any contract or agreement prohibiting it from freely engaging in any business or competing anywhere commitment that requires financial payments in the world; (n) agreement with a term of more than six months which is not terminable by CII or any Subsidiary upon less than 30 days notice without penalty; or (o) any other agreement which is material to its operations and business prospects or involves a consideration aggregate in excess of $50,000 annually. All 10,000 or performance over a period of more than thirty (30) days; (iv) any arrangement with any person or entity affiliated with or related to Seller or any Affiliate of Seller or any immediate family member thereof; (v) any arrangement limiting the freedom of Seller to compete, solicit customers or solicit employees in any manner in any geographic area or line of business, or requiring Seller to share profits; (vi) any arrangement not in the ordinary course of business under which Seller has agreed to assume Liabilities of another party or indemnify or hold harmless another party; (vii) any arrangement that could reasonably be anticipated to have a Seller Material Adverse Effect; (viii) any arrangement not in the ordinary course of business; (ix) any power of attorney, whether limited or general, granted by or to Seller; (x) any charitable commitment in excess of $2,000 individually per year; (xi) any arrangement with customers, patients, managed care organizations, third party payors, pharmacy benefit managers or drug suppliers that requires financial payments in the aggregate in excess of $10,000 per year or performance over a period of more than thirty (30) days; and (xii) any other arrangement that requires performance for a period of more than thirty (30) days or that requires aggregate payments in excess of $10,000. (b) Seller has delivered to Buyer true and complete copies of all of the contractswritten Seller Agreements. Except as indicated on Schedule 2.13(b), agreements the Seller Agreements are valid and instruments set forth on the Schedule 5.14 are valid, binding and enforceable effective in accordance with their ------------- respective terms in all material respects. CII terms, and each Subsidiary have materially performed all obligations required there is not under any of Seller Agreements (i) any existing or claimed default by Seller or event which, with the notice or lapse of time, or both, would constitute a default by Seller or (ii) to be performed the Knowledge of Seller any existing or claimed default by them and are not in any other party or event which with notice or lapse of time, or both, would constitute a material default under or in material breach by any such party. Except as indicated on Schedule 2.13(b), the continuation, validity and effectiveness of nor in receipt of any claim of material default or breach under any contractthe Seller Agreements will not be affected by the Acquisition, agreement or instrument to which CII or any Subsidiary is subject; no event has occurred which with and the passage of time or the giving of notice or both would Acquisition will not result in a material defaultbreach of or default under, breach or event require the Consent of noncompliance by CII any other party to, any of the Seller Agreements. There is no actual or any Subsidiary under any contractthreatened termination, agreement cancellation or instrument to which CII or any Subsidiary is subject; neither CII nor any Subsidiary has limitation of Seller Agreements identified in Section 2.13(a). To the Knowledge of any breach the Seller, there is no pending or anticipated breach by the other parties threatened bankruptcy, insolvency or similar proceeding with respect to any contract, agreement, instrument or commitment to which it is a party; and neither CII nor any Subsidiary is a other party to any materially adverse contract or commitment. The New Investors have been given access to a true and correct copy of each of the written instruments, plans, contracts and agreements and an accurate description of each of the oral arrangements, contracts and agreements which are referred to on the Schedule 5.14, together with all amendments, waivers or other ------------- changes theretoSeller Agreements.

Contracts and Commitments. (a) Except as contemplated by ------------ ------------------------- this Agreement or as set forth on the attached Schedule 5.143.17(a), neither CII MetroCorp nor ------------- any Subsidiary thereof is a party to or bound by any of the following (whether written or oral:, express or implied): (ai) pensionemployment contracts, profit sharingchange-in-control agreements or severance arrangements (including, without limitation, any collective bargaining contract or union agreement or agreement with an independent consultant); (ii) bonus, stock option, employee restricted stock, stock purchase appreciation right or other plan or arrangement providing for deferred or other compensation to employees or any other employee benefit arrangement, other than any deferred compensation arrangement or any profit-sharing, pension or retirement plan or arrangement, or any collective bargaining agreement or any other contract with any labor union, or severance agreements, programs, policies or arrangementswelfare plan; (biii) contract 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 contract relating to loans to officers, directors or affiliates; (c) contract under which CII or any Subsidiary has advanced or loaned any other Person amounts in the aggregate exceeding $50,000; (d) agreement or indenture relating to borrowed money or other indebtedness or the mortgaging, pledging or otherwise placing a lien on any material asset or material group of assets of CII and its Subsidiaries; (e) guarantee of any obligation (other than by CII of a Subsidiary's debts or a guarantee by a Subsidiary of CII's debts or another Subsidiary's debts); (f) lease or agreement under which CII or any Subsidiary is lessee of or holds or operates license with respect to any property, real or personal, owned whether as landlord, tenant, licensor or licensee; (iv) a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC or required to be disclosed by MetroCorp on a Current Report on Form 8-K) to be performed in whole or in part after the date of this Agreement that has not been filed or incorporated by reference in the MetroCorp SEC Reports; (v) contract or commitment for capital expenditures with payments aggregating $25,000 or more; (vi) material contract or commitment made in the ordinary course of business for the purchase of materials or supplies or for the performance of services over a period of more than sixty (60) days after the date of this Agreement; (vii) a shared loss agreement (including any other party, except for related or ancillary agreement) with the FDIC; (viii) contract or option to purchase or sell any lease of real or personal property under which other than any contract for the aggregate annual rental payments do not exceed $50,000purchase of personal property in the ordinary course of business; (g) lease or agreement under which CII or any Subsidiary is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by CII or any Subsidiary; (h) contract or group of related contracts, excluding all purchase orders, with the same party or group of affiliated parties the performance of which involves consideration in excess of $50,000; (i) assignment, license, indemnification or agreement with respect to any intangible property (including, without limitation, any material intellectual property), excluding purchase orders; (j) warranty agreement with respect to its services rendered or its products sold or leased; (k) sales, distribution or franchise agreement; (lix) contract, agreement or letter with respect to the management or operations of MetroCorp or the Banks imposed by any bank regulatory authority having supervisory jurisdiction over MetroCorp or the Banks; (x) note, debenture, agreement, contract or indenture related to the borrowing by MetroCorp or any Subsidiary of money other arrangement than those entered into in the ordinary course of business; (xi) guaranty of any obligation for the borrowing of money, excluding endorsements made for collection, repurchase or resell agreements, letters of credit and guaranties made in the ordinary course of business; (xii) agreement with or extension of credit to any officer, director, stockholder, employee executive officer or affiliatedirector of MetroCorp or the Banks or holder of ten percent (10%) or more of the issued and outstanding MetroCorp Shares, or any affiliate of any officer, director, stockholder or employeesuch person; (mxiii) contract agreement with any executive officer or agreement prohibiting it from freely engaging in director of MetroCorp or the Banks or holder of ten percent (10%) or more of the issued and outstanding MetroCorp Shares or any business or competing anywhere in the worldaffiliate of such person, relating to bank-owned life insurance (“BOLI”); (nxiv) contracts, other than the foregoing, with payments aggregating $100,000 or more not made in the ordinary course of business and not otherwise disclosed in this Agreement; (xv) any agreement with a term containing covenants that limit the ability of more than six months which is not terminable by CII MetroCorp or any Subsidiary of its Subsidiaries to compete in any line of business or with any person, or that involve any restriction on the geographic area in which, or method by which, MetroCorp (including any successor thereof) or any of its Subsidiaries may carry on its business (other than as may be required by law or any regulatory agency); (xvi) any data processing services agreement or contract that may not be terminated without payment or penalty upon less than notice of 30 days notice without penaltyor less; or (oxvii) any other agreement pursuant to which is material MetroCorp or any of its Subsidiaries may become obligated to its operations and business prospects invest in or involves a consideration in excess of $50,000 annually. All of the contracts, agreements and instruments contribute capital to any entity. (b) Each contract or commitment set forth in Schedule 3.17 is valid and binding on MetroCorp or its Subsidiaries, as the Schedule 5.14 are validcase may be, binding and to MetroCorp’s Knowledge, the other parties thereto, enforceable in accordance with their ------------- respective terms its terms, subject to the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights generally and general equitable principles. MetroCorp has performed in all material respects. CII and each Subsidiary have materially performed respects all obligations required to be performed by them it to date and are is not in material default under or in material breach of nor in receipt of any claim of material default or breach under any contractunder, agreement or instrument to which CII or any Subsidiary is subject; and no event has occurred which which, with the passage lapse of time or the giving of notice action by a third party is reasonably likely to result in default under, any indenture, mortgage, contract, lease or both other agreement to which MetroCorp or any Subsidiary thereof is a party or by which MetroCorp or any Subsidiary thereof is bound and would result in a material defaultfinancial exposure of $25,000 or more, breach or event of noncompliance by CII or any Subsidiary under any contract, agreement or instrument to which CII or any Subsidiary is subject; neither CII nor any Subsidiary has Knowledge provision of any breach or anticipated breach by the other parties to any contract, agreement, instrument or commitment to which it is a party; and neither CII nor any Subsidiary is a party to any materially adverse contract or commitmentMetroCorp Constituent Documents. The New Investors have been given access to a A true and correct complete copy of each of the written instruments, plans, contracts and agreements and an accurate description of each of the oral arrangements, contracts and agreements which are referred contract or commitment set forth in Schedule 3.17 has been delivered or made available to on the Schedule 5.14, together with all amendments, waivers or other ------------- changes theretoEast West.

Contracts and Commitments. Except (a) Schedule 3.16(a) sets forth each written contract or agreement outstanding as contemplated by ------------ ------------------------- this Agreement of the date hereof to which Seller or as set forth on the attached Schedule 5.14, neither CII nor ------------- any Acquired Subsidiary is a party relating to the Acquired Business (other than any contract or bound by agreement required to be disclosed on any written or oralother schedule to the Seller Disclosure Letter) and which: (ai) pensioninvolves future payment or receipt of in excess of Cdn$250,000 or future performance or receipt of services or delivery or receipt of goods and materials, profit sharingin each case with an aggregate value in excess of Cdn$250,000, stock optionincluding but not limited to sale and purchase agreements, employee stock purchase distributorship and sales representative agreements and loan agreements, notes and other financing documents or commitments to enter into any of the foregoing agreements; (ii) is a guarantee or indemnity in respect of indebtedness of any Person (including Seller or any Affiliate of Seller or the Acquired Subsidiary) which may involve future payment in excess of Cdn$5,000 or is a mortgage, security agreement or other plan arrangement intended to secure indebtedness of any Person (including Seller or arrangement providing for deferred any Affiliate of Seller or the Acquired Subsidiary) in excess of Cdn$5,000 and creating an Encumbrance on any asset relating to the Acquired Business; (iii) imposes a right of first refusal, option or other compensation restriction with respect to employees any assets relating to the Acquired Business; (iv) is a loan or any other employee benefit plan or arrangementadvance to, or investment in, any collective bargaining agreement Person or an agreement, contract or commitment relating to the making of any other such loan, advance or investment in excess of Cdn$5,000 that will be outstanding after the Closing; or (v) is an agreement, contract or commitment limiting the freedom of the Acquired Business to engage in any line of business or to compete with any labor union, or severance agreements, programs, policies or arrangements;Person (except for exclusive distributorship agreements of Seller entered into in the ordinary course of business). (b) contract for Except as disclosed on Schedule 3.16(b), Seller has heretofore delivered to Buyer and Buyer Parent complete and correct copies of each of the employment agreements set forth in Schedule 3.16(a) and the written agreements or contracts of any officer, individual employee or other Person on a full-time, part-time, consulting or other basis providing annual compensation the Acquired Business disclosed in excess of $100,000 or contract relating to loans to officers, directors or affiliates; (c) contract under which CII or any Subsidiary has advanced or loaned any other Person amounts in schedule to the aggregate exceeding $50,000; Seller Disclosure Letter (dthe "Contracts"). There is not under any material Contract: (A) agreement or indenture relating to borrowed money or other indebtedness any existing material default by Seller or the mortgagingAcquired Subsidiary or, pledging to Seller's best knowledge, by any other party thereto, or otherwise placing (B) any event that, after notice or lapse of time or both, would constitute a lien on any material asset default by Seller or material group of assets of CII and its Subsidiaries; (e) guarantee of any obligation (other than by CII of a Subsidiarythe Acquired Subsidiary or, to Seller's debts or a guarantee by a Subsidiary of CII's debts or another Subsidiary's debts); (f) lease or agreement under which CII or any Subsidiary is lessee of or holds or operates any propertybest knowledge, real or personal, owned by any other party, except for any lease of real or personal property under which the aggregate annual rental payments do not exceed $50,000; (g) lease or agreement under which CII or any Subsidiary is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by CII or any Subsidiary; (h) contract or group of related contracts, excluding all purchase orders, with the same party or group of affiliated parties the performance of which involves consideration in excess of $50,000; (i) assignment, license, indemnification or agreement with respect to any intangible property (including, without limitation, any material intellectual property), excluding purchase orders; (j) warranty agreement with respect to its services rendered or its products sold or leased; (k) sales, distribution or franchise agreement; (l) contract, agreement or other arrangement with any officer, director, stockholder, employee or affiliate, or any affiliate of any officer, director, stockholder or employee; (m) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the world; (n) agreement with a term of more than six months which is not terminable by CII or any Subsidiary upon less than 30 days notice without penalty; or (o) any other agreement which is material to its operations and business prospects or involves a consideration in excess of $50,000 annually. All of the contracts, agreements and instruments set forth on the Schedule 5.14 are valid, binding and enforceable in accordance with their ------------- respective terms in all material respects. CII and each Subsidiary have materially performed all obligations required to be performed by them and are not in material default under or in material breach of nor in receipt of any claim of material default or breach under any contract, agreement or instrument to which CII or any Subsidiary 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 right to accelerate or event terminate or result in a loss of noncompliance by CII rights of Seller or any Subsidiary under any contract, agreement or instrument to which CII or any Subsidiary is subject; neither CII nor any Subsidiary has Knowledge of any breach or anticipated breach by the other parties to any contract, agreement, instrument or commitment to which it is a party; and neither CII nor any Subsidiary is a party to any materially adverse contract or commitment. The New Investors have been given access to a true and correct copy of each of the written instruments, plans, contracts and agreements and an accurate description of each of the oral arrangements, contracts and agreements which are referred to on the Schedule 5.14, together with all amendments, waivers or other ------------- changes theretoAcquired Subsidiary.

Contracts and Commitments. Except as contemplated by ------------ ------------------------- this Agreement or as set forth on the attached Schedule 5.14, neither CII nor ------------- any Subsidiary is a party to or bound by any written or oral: (a) Schedule 3.9 hereto lists the following agreements, whether oral or written, to which Parent or Merger Sub is a party, which are currently in effect, and which relate to the operation of Parent’s business, or where applicable, the business of Merger Sub: (i) collective bargaining agreement or contract with any labor union; (ii) bonus, pension, profit sharing, stock optionretirement or other form of deferred compensation plan; (iii) hospitalization insurance or other welfare benefit plan or practice, employee whether formal or informal; (iv) stock purchase or other plan or arrangement providing for deferred or other compensation to employees or any other employee benefit plan or arrangement, or any collective bargaining agreement or any other contract with any labor union, or severance agreements, programs, policies or arrangements; stock option plan; (bv) contract for the employment of any officer, individual employee or other Person person on a full-time, part-time, time or consulting basis or other basis providing annual compensation in excess of $100,000 or contract relating to loans severance pay for any such person; (vi) confidentiality agreement; (vii) contract, agreement or understanding relating to officers, the voting of Parent Common Stock or the election of directors or affiliates; of Parent; (c) contract under which CII or any Subsidiary has advanced or loaned any other Person amounts in the aggregate exceeding $50,000; (dviii) agreement or indenture relating to borrowed the borrowing of money or other indebtedness or the to mortgaging, pledging or otherwise placing a lien on any material asset or material group of the assets of CII and its Subsidiaries; Parent or Merger Sub; (eix) guarantee guaranty of any obligation for borrowed money or otherwise; (other than by CII of a Subsidiary's debts or a guarantee by a Subsidiary of CII's debts or another Subsidiary's debts); (fx) lease or agreement under which CII Parent or any Subsidiary Merger Sub is lessee of of, or holds or operates any property, real or personal, owned by any other party, except for any lease of real or personal property under which the aggregate annual rental payments do not exceed exceeds $50,000; 25,000; (gxi) lease or agreement under which CII Parent or any Subsidiary Merger Sub is lessor of of, or permits any third party to hold or operate operate, any property, real or personal, owned for which the annual rental exceeds $25,000; (xii) contract which prohibits Parent or controlled Merger Sub from freely engaging in business anywhere in the world; (xiii) license agreement or agreement providing for the payment or receipt of royalties or other compensation by CII Parent or Merger Sub in connection with any Subsidiary; intellectual property rights; (hxiv) contract or group of related contracts, excluding all purchase orders, with the same party or group of affiliated parties the performance of which involves consideration commitment for capital expenditures in excess of $50,000; ; (ixv) assignment, license, indemnification or agreement for the sale of any capital asset; (xvi) contract with respect to any intangible property (including, without limitation, any material intellectual property), excluding purchase orders; (j) warranty agreement with respect to its services rendered or its products sold or leased; (k) sales, distribution or franchise agreement; (l) contract, agreement or other arrangement with any officer, director, stockholder, employee or affiliate, or Merger Sub any affiliate of any officer, director, stockholder or employee; (m) contract or agreement prohibiting it from freely engaging thereof which in any business way relates to Parent (other than for employment on customary terms); or competing anywhere in the world; (nxvii) agreement with a term of more than six months which is not terminable by CII or any Subsidiary upon less than 30 days notice without penalty; or (o) any other agreement which is either material to its operations Parent’s business or was not entered into in the ordinary course of business. (b) To Parent’s knowledge, Parent and business prospects or involves a consideration in excess of $50,000 annually. All of the contracts, agreements and instruments set forth on the Schedule 5.14 are valid, binding and enforceable in accordance with their ------------- respective terms in all material respects. CII and each Subsidiary have materially Merger Sub has performed all obligations required to be performed by them in connection with the contracts or commitments required to be disclosed in Schedule 3.9 hereto and are is not in material default under or in material breach of nor in receipt of any claim of material default or breach under any contractcontract or commitment required to be disclosed under such caption, agreement Parent and Merger Sub, where applicable, have no present expectation or instrument intention of not fully performing any material obligation pursuant to which CII any contract or any Subsidiary is subject; commitment required to be disclosed under such caption, and Parent has 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 CII or any Subsidiary under any contract, agreement or instrument to which CII or any Subsidiary is subject; neither CII nor any Subsidiary has Knowledge knowledge of any breach or anticipated breach by the any other parties to any contract, agreement, instrument or commitment to which it is a party; and neither CII nor any Subsidiary is a party to any materially adverse contract or commitment. The New Investors have been given access commitment required to a true and correct copy of each of the written instruments, plans, contracts and agreements and an accurate description of each of the oral arrangements, contracts and agreements which are referred to on the Schedule 5.14, together with all amendments, waivers or other ------------- changes theretobe disclosed under such caption.

Contracts and Commitments. (a) Except as contemplated by ------------ ------------------------- this Agreement or filed as set forth on the attached Schedule 5.14an exhibit to Identix' SEC Reports, neither CII nor ------------- any Subsidiary Identix, the Identix Subsidiaries, or the entities listed on Schedule 3.1(b) is a party to or bound by any oral or written contract, obligation or oralcommitment of any type in any of the following categories: (ai) pensionagreements or arrangements that contain severance pay, profit sharingunderstandings 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 commitments currently in force relating to the disposition or acquisition of assets other than in the ordinary course of business, 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 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 business and consistent with past practice); (x) any hedging, option, employee stock purchase derivative or other plan similar transaction and any foreign exchange position or arrangement providing contract for deferred or other compensation to employees or any other employee benefit plan or arrangement, or any collective bargaining agreement or any other contract with any labor union, or severance agreements, programs, policies or arrangements;the exchange of currency. (b) contract for Neither Identix nor any of the employment of any officerIdentix Subsidiaries, individual employee or other Person on a full-time, part-time, consulting or other basis providing annual compensation in excess of $100,000 or contract relating nor to loans to officers, directors or affiliates; (c) contract under which CII or any Subsidiary has advanced or loaned Identix' knowledge any other Person amounts in the aggregate exceeding $50,000; (d) agreement or indenture relating to borrowed money or other indebtedness or the mortgaging, pledging or otherwise placing a lien on any material asset or material group of assets of CII and its Subsidiaries; (e) guarantee of any obligation (other than by CII of a Subsidiary's debts or a guarantee by a Subsidiary of CII's debts or another Subsidiary's debts); (f) lease or agreement under which CII or any Subsidiary is lessee of or holds or operates any property, real or personal, owned by any other party, except for any lease of real or personal property under which the aggregate annual rental payments do not exceed $50,000; (g) lease or agreement under which CII or any Subsidiary is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by CII or any Subsidiary; an Identix Contract (h) contract or group of related contracts, excluding all purchase orders, with the same party or group of affiliated parties the performance of which involves consideration in excess of $50,000; (i) assignment, license, indemnification or agreement with respect to any intangible property (including, without limitation, any material intellectual propertyas defined below), excluding purchase orders; (j) warranty agreement with respect to its services rendered has breached, violated or its products sold or leased; (k) sales, distribution or franchise agreement; (l) contract, agreement or other arrangement with any officer, director, stockholder, employee or affiliatedefaulted under, or received notice that it has breached, violated or defaulted under, (nor does there exist any affiliate of any officercondition under which, director, stockholder or employee; (m) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the world; (n) agreement with a term of more than six months which is not terminable by CII or any Subsidiary upon less than 30 days notice without penalty; or (o) any other agreement which is material to its operations and business prospects or involves a consideration in excess of $50,000 annually. All of the contracts, agreements and instruments set forth on the Schedule 5.14 are valid, binding and enforceable in accordance with their ------------- respective terms in all material respects. CII and each Subsidiary have materially performed all obligations required to be performed by them and are not in material default under or in material breach of nor in receipt of any claim of material default or breach under any contract, agreement or instrument to which CII or any Subsidiary is subject; no event has occurred which with the passage of time or the giving of notice or both would result in both, could reasonably be expected to cause such a breach, violation or default under), any material default, breach or event of noncompliance by CII or any Subsidiary under any contract, agreement or instrument to which CII or any Subsidiary is subject; neither CII nor any Subsidiary has Knowledge of any breach or anticipated breach by the other parties to any contract, agreement, instrument contract or commitment to which it is a party; and neither CII nor Identix or any Subsidiary of the Identix Subsidiaries is a party to or by which any materially adverse of them or any of their properties or assets may be bound (any such agreement, contract or commitment. The New Investors , an "IDENTIX CONTRACT"), other than any breaches, violations or defaults which individually or in the aggregate would not have been given access an Identix Material Adverse Effect. (c) Each Identix Contract is a valid, binding and enforceable obligation of Identix and to a true Identix' knowledge, of the other party or parties thereto, in accordance with its terms, and correct 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 of the written instruments, plans, contracts and agreements and an accurate description of each of the oral arrangements, contracts and agreements which are referred Identix Contract has been made available to on the Schedule 5.14, together with all amendments, waivers or other ------------- changes theretoVisionics.

Contracts and Commitments. (a) Schedule 4.14(a) of the Extensity Disclosure Statement contains a complete and accurate list of all agreements, understanding and arrangements, whether written, oral or established through common practice, between Extensity or any Extensity Sub (on one hand) and any other Person (on the other) that directly or indirectly beneficially owns, or is controlled by or under common control with any Person that beneficially owns, more than five percent of the outstanding Extensity Common Stock (the "Extensity Related Party Agreements"). True and correct copies of all Extensity Related Party Agreements have been furnished to Geac. (b) Except as contemplated filed (including by ------------ ------------------------- this Agreement incorporation by reference to earlier-filed documents) as an exhibit to the SEC Reports or as set forth identified on Schedule 4.14(b) to the attached Schedule 5.14Extensity Disclosure Statement (collectively the "Extensity Contracts", it being understood that the failure to identify an agreement or other commitment or arrangement on that schedule that is required to be identified on that schedule shall not cause that item not to be an "Extensity Contract"), neither CII Extensity nor ------------- any Subsidiary Extensity Sub is a party to or bound by any oral or written contract, obligation or oralcommitment of any type in any of the following categories: (ai) pensionagreements with any employees or consultants of Extensity or Extensity Sub respecting their employment, profit sharingconsulting, salary, wages, bonuses, incentive compensation, severance or retention pay, or other compensation, except for those employees or consultants whose annual rate of compensation, including potential bonuses and incentive compensation, is less than USD100,000; (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 such agreements; (iii) agreements, contracts or commitments currently in force relating to the disposition or acquisition of assets other than in the ordinary course of business, or relating to an ownership interest in any Person; (iv) agreements, contracts or commitments for the purchase or licensing of goods, Software, supplies or equipment: (A) which are with sole or single source suppliers or (B) for a cost, for any one such agreement, contract or commitment, in excess of USD100,000; (v) guarantees or other agreements, contracts or commitments under which Extensity or Extensity Sub is absolutely or contingently liable for (A) the performance of any other Person (other than Extensity or an Extensity Sub) or (B) the whole or any part of the indebtedness or payment obligations of any other Person (other than Extensity or the Extensity Subs); (vi) powers of attorney authorizing the incurrence of a material obligation on the part of Extensity or any Extensity Sub; (vii) agreements, contracts or commitments which limit or restrict (A) where Extensity or any Extensity Sub may conduct business, (B) the type or lines of business (current or future) in which Extensity or any Extensity Sub may engage or (C) any acquisition of assets or stock (tangible or intangible) by Extensity or any Extensity Sub; (viii) agreements, contracts or commitments containing any agreement with respect to a change of control of Extensity or any Extensity Sub; (ix) agreements, contracts or commitments for the borrowing or lending of money, or the availability of credit; (x) any hedging, option, employee stock purchase derivative or other plan similar transaction and any foreign exchange position or arrangement providing contract for deferred the exchange of currency or (xi) any joint marketing or other compensation to employees or any other employee benefit plan or arrangementjoint development agreement, or any collective bargaining license or distribution agreement or any other contract with any labor union, or severance agreements, programs, policies or arrangements; (b) contract 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 contract relating to loans any Extensity product or planned product, other than software licenses granted to officers, directors or affiliates;customers in the ordinary course of business. (c) contract under which CII Neither Extensity or any Subsidiary has advanced or loaned Extensity Sub nor, to Extensity's and the Extensity Subs' knowledge, any other Person amounts in the aggregate exceeding $50,000; (d) agreement party to any Extensity Contract, has materially breached, violated or indenture relating to borrowed money defaulted under, or other indebtedness received written notice that it has breached, violated or the mortgaging, pledging or otherwise placing a lien on defaulted under any material asset or material group of assets of CII and its Subsidiaries; (e) guarantee of Extensity Contract. Nor is there any obligation (other than by CII of a Subsidiary's debts or a guarantee by a Subsidiary of CII's debts or another Subsidiary's debts); (f) lease or agreement under which CII condition respecting Extensity or any Subsidiary is lessee Extensity Sub or, to the knowledge of or holds or operates Extensity and the Extensity Subs, any property, real or personal, owned by condition respecting any other party, except for any lease of real or personal property under which the aggregate annual rental payments do not exceed $50,000; (g) lease or agreement under which CII or any Subsidiary is lessor of or permits any third party to hold or operate any propertyExtensity Contract, real or personalwhich, owned or controlled by CII or any Subsidiary; (h) contract or group of related contracts, excluding all purchase orders, with the same party or group of affiliated parties the performance of which involves consideration in excess of $50,000; (i) assignment, license, indemnification or agreement with respect to any intangible property (including, without limitation, any material intellectual property), excluding purchase orders; (j) warranty agreement with respect to its services rendered or its products sold or leased; (k) sales, distribution or franchise agreement; (l) contract, agreement or other arrangement with any officer, director, stockholder, employee or affiliate, or any affiliate of any officer, director, stockholder or employee; (m) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the world; (n) agreement with a term of more than six months which is not terminable by CII or any Subsidiary upon less than 30 days notice without penalty; or (o) any other agreement which is material to its operations and business prospects or involves a consideration in excess of $50,000 annually. All of the contractssuch case, agreements and instruments set forth on the Schedule 5.14 are valid, binding and enforceable in accordance with their ------------- respective terms in all material respects. CII and each Subsidiary have materially performed all obligations required to be performed by them and are not in material default under or in material breach of nor in receipt of any claim of material default or breach under any contract, agreement or instrument to which CII or any Subsidiary is subject; no event has occurred which with the passage of time or the giving of notice or both would result in both, could reasonably be expected to cause a material defaultbreach, breach violation or event of noncompliance by CII or any Subsidiary default under any contractExtensity Contract. (d) Each Extensity Contract is a valid, agreement binding and enforceable obligation of Extensity or instrument an Extensity Sub and, to which CII or any Subsidiary is subject; neither CII nor any Subsidiary has Knowledge Extensity's and the Extensity Subs' knowledge, of any breach or anticipated breach by the other party or parties thereto, in accordance with its terms, except to any contractthe extent enforcement may be limited by applicable bankruptcy, agreementinsolvency, instrument moratorium or commitment to which it is a party; other Laws affecting the enforcement of creditors' rights or by general principles of equity. (e) An accurate and neither CII nor any Subsidiary is a party to any materially adverse contract or commitment. The New Investors have been given access to a true and correct complete copy of each of the written instruments, plans, contracts and agreements and an accurate description of each of the oral arrangements, contracts and agreements which are referred Extensity Contract has been made available to on the Schedule 5.14, together with all amendments, waivers or other ------------- changes theretoGeac.

Contracts and Commitments. (a) Except as contemplated by ------------ ------------------------- this Agreement or (x) as set forth on the attached Contracts Schedule 5.14and (y) for agreements entered into by the Company or its Subsidiaries after the date hereof in accordance with Section 7.01, neither CII the Company nor ------------- any Subsidiary its Subsidiaries is a party to or bound by any written or oralany: (ai) pension, profit sharing, stock option, employee stock purchase or other plan or arrangement providing for deferred or other compensation to employees or any other employee benefit plan or arrangement, or any collective bargaining agreement or any other contract agreement with any labor union, or severance agreements, programs, policies or arrangementsorganization; (bii) written pension, employee profit sharing, retirement or other form of deferred compensation plan, other than as described in the Employee Benefits Schedule; (iii) equity purchase, option or similar plan; (iv) contract for the employment of any officer, individual employee or other Person on a full-time, part-time, time or consulting or other basis providing annual for base salary compensation in excess of $100,000 or contract relating to loans to officers, directors or affiliates150,000 per annum; (cv) contract under which CII or any Subsidiary has advanced or loaned any other Person amounts in the aggregate exceeding $50,000; (d) agreement agreement, instrument or indenture relating to borrowed the borrowing of money or other indebtedness incurrence or the assumption of funded Indebtedness or to mortgaging, pledging or otherwise placing a lien Lien, except for Permitted Liens, on any material asset or material group portion of the assets of CII the Company and its Subsidiaries; (evi) guarantee guaranty of any obligation (Indebtedness or other than by CII of a Subsidiary's debts or a guarantee by a Subsidiary of CII's debts or another Subsidiary's debts)material guaranty; (fvii) lease or agreement under which CII or any Subsidiary it is lessee of of, or holds or operates any property, real or personal, personal property owned by any other party, except for any lease of real or personal property under which the aggregate annual rental payments do not exceed exceeds $50,000500,000; (gviii) lease or agreement under which CII or any Subsidiary it is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by CII or any Subsidiaryfor which the annual rental exceeds $500,000; (hix) contract for the purchase of products or group of related contracts, excluding all purchase orders, with services which provided for payments by the same party Company or group of affiliated parties the performance of which involves consideration its Subsidiaries in excess of $50,0001,500,000 during the trailing twelve-month period ending on the date of the Latest Balance Sheet; (ix) assignment, license, indemnification or agreement with respect agreements relating to any intangible property (including, without limitation, any completed material intellectual property), excluding purchase ordersbusiness acquisition by the Company or its Subsidiaries within the last two years or pursuant to which the Company or its Subsidiaries is subject to continuing obligations; (jxi) warranty license or royalty agreement with respect relating to its services rendered or its products sold or leasedthe use of any third party Intellectual Property (other than off the shelf software) for which the royalty payments exceeded $500,000 during the trailing twelve-month period ending on the date of the Latest Balance Sheet; (kxii) sales, distribution license or franchise agreementroyalty agreement relating to the use by a third party of Intellectual Property owned by the Company (other than nonexclusive licenses granted in the ordinary course of business); (lxiii) contract, agreement or other arrangement with any officer, director, stockholder, employee or affiliate, or any affiliate of any officer, director, stockholder or employeeAffiliate Agreement; (mxiv) any contract granting to any Person a right of first refusal or option to purchase or acquire any assets of the Company or any of its Subsidiaries valued at an amount in excess of $250,000; or (xv) contract (other than confidentiality and non-solicitation agreements entered into in the ordinary course) which places any material limitation on the Company or agreement prohibiting it its Subsidiaries from freely engaging in any business or competing anywhere in the world;. (nb) agreement with a term True and correct copies of more than six months all written contracts which is not terminable by CII or any Subsidiary upon less than 30 days notice without penalty; orare listed on the Contracts Schedule have been made available to the Purchaser. (oc) As of the date hereof, each contract listed on the Contracts Schedule is valid, binding, enforceable and in full force and effect, and none of the Company, its Subsidiaries, or, to the Company’s Knowledge, any other agreement which Person party to such contract is in default in any material to respect under any such contract, 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. During the past two (2) years, neither the Company nor any of its operations and business prospects or involves a consideration in excess Subsidiaries has received written notice of $50,000 annually. All of the contracts, agreements and instruments set forth on the Schedule 5.14 are valid, binding and enforceable in accordance with their ------------- respective terms in all material respects. CII and each Subsidiary have materially performed all obligations required to be performed by them and are not in any material default under any contract listed on the Contracts Schedule. As of the date hereof, neither the Company nor any of its Subsidiaries has received any written notice of non-renewal or in material breach of nor in receipt termination of any claim contract listed on the Contracts Schedule. As of material default or breach the date hereof, there does not exist under any contract, agreement or instrument to which CII or contract listed on the Contracts Schedule any Subsidiary is subject; no event has occurred which with the passage of time or the giving of notice or both would result in a material defaultviolation, breach or event of noncompliance by CII default, or any Subsidiary under any contractalleged violation, agreement or instrument to which CII or any Subsidiary is subject; neither CII nor any Subsidiary has Knowledge of any breach or anticipated event of default, or event or condition that, after notice or lapse of time or both, would constitute a violation, breach by or event of default thereunder on the other parties to any contract, agreement, instrument or commitment to which it is a party; and neither CII nor any Subsidiary is a party to any materially adverse contract or commitment. The New Investors have been given access to a true and correct copy of each part of the written instruments, plans, contracts and agreements and an accurate description of each Company or the applicable Subsidiary of the oral arrangements, contracts and agreements which are referred to on the Schedule 5.14, together with all amendments, waivers or other ------------- changes theretoCompany.

Contracts and Commitments. (a) Except as contemplated by ------------ ------------------------- this Agreement or as set forth on Section 4.10(a) of the attached Schedule 5.14Seller Disclosure Letter, neither CII nor ------------- any Subsidiary no Company Entity is a party to or bound by any written or oralany: (ai) pension, profit sharing, stock option, employee stock purchase or other plan or arrangement providing for deferred or other compensation to employees or any other employee benefit plan or arrangement, or any collective bargaining agreement or any other contract with any labor union, or severance agreements, programs, policies or arrangementsCBA; (bii) contract for the employment of any officerContract, individual employee or other Person on a full-time, part-time, consulting or other basis providing annual compensation in excess of $100,000 or contract relating to loans to officers, directors or affiliates; (c) contract under which CII or any Subsidiary has advanced or loaned any other Person amounts in the aggregate exceeding $50,000; (d) agreement or indenture relating to borrowed money any Indebtedness or other indebtedness or the to mortgaging, pledging or otherwise placing a lien Lien on any material asset portion of their properties or material group of assets (A) pursuant to which, any Company Entity has incurred or may incur Indebtedness exceeding the Threshold Amount for which any Company Entity will be liable following the Closing, or (B) relating to any Liens on assets of CII and its Subsidiariesany Company Entity; (eiii) guarantee guaranty of any obligation (Indebtedness or other than by CII of a Subsidiary's debts or a guarantee by a Subsidiary of CII's debts or another Subsidiary's debts)material guaranty; (fiv) Contract, lease or agreement under which CII or any Subsidiary it is lessee of of, or holds holds, uses or operates any property, real or personal, personal property or assets owned by any other party, except for any lease of real or personal property under which the aggregate annual rental payments do not exceed $50,000or payment commitment exceeds the Threshold Amount; (gv) lease or agreement under which CII or any Subsidiary is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by CII or any Subsidiary; (h) contract Contracts or group of related contractsContracts with any Top Customer or any Top Supplier; (vi) Contracts or agreements relating to the acquisition or disposition (whether by merger, excluding sale of equity, sale of assets or otherwise) of any Person or business or the equity or substantially all purchase ordersof the assets of any Person by any Company Entity since January 1, 2022 or the future acquisition or disposition (whether by merger, 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 Company Entity or, pursuant to which any Company Entity has any continuing “earn out” or other contingent payment obligations or any surviving material indemnification obligations; (vii) 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 Company Entity 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 with fees of less than the same Threshold Amount per year), (B) Contract pursuant to which a third party licenses, or group is permitted to use or register, or granted any other rights under, any Company-Owned IP Rights (other than non-exclusive licenses granted by a Company Entity to customers in the Ordinary Course of affiliated parties the performance of which involves consideration Business), or (C) Contract affecting any Company Entity’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; (ix) distribution, sales representative, marketing or similar Contract or agreement that required any Company Entity to make commission payments under such agreement in excess of $50,000the Threshold Amount during the twelve (12)-month period ended on the Balance Sheet Date; (ix) assignment, license, indemnification Contract or agreement with respect pursuant to which any intangible property (includingCompany Entity would be required to make, without limitationin the aggregate, any material intellectual property), excluding purchase orderscapital expenditures in excess of the Threshold Amount; (jxi) warranty Contract or agreement that (a) materially limits the ability of any Company Entity 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 Company Entity in any material respect to its services rendered or its products sold or leased(other than non-disclosure agreements entered into in the Ordinary Course of Business); (kxii) salesContract or agreement that contains “most-favored-nation” obligations or restrictions, distribution or franchise agreementrights of first refusal or offer or any similar requirement or right, in each case binding any Company Entity in favor of any third party; (lxiii) contractContract or agreement where any Company Entity is subject to a requirement of exclusive dealing or any similar exclusivity obligation; (xiv) any interest, currency or hedging derivatives or similar Contracts; (xv) Contract or agreement that limits the incurrence of Indebtedness or the declaration or payment of any dividends or other distributions; (xvi) Contract or agreement that involves payment to or by any Company Entity in excess of the Threshold Amount annually; (xvii) Contract or agreement whose termination (other than those termination by passage of time) would have a Company Material Adverse Effect; (xviii) management agreement or other arrangement Contract for the employment or engagement of any Service Provider on a full time, part time, consulting or other basis that: (A) provides for annual compensation (whether cash and/or otherwise) which may exceed $150,000, (B) provides for the payment of any cash or other compensation or benefits upon or in connection with the consummation of the transactions contemplated by this Agreement, (C) provides for the payment of any cash or other compensation or benefits related to a retention, severance, transaction-based or change in control bonus or other similar Contract with any officer, director, stockholder, employee Service Provider or affiliate, (D) restricts any Company Entity’s ability to terminate the employment or any affiliate engagement of any officer, director, stockholder Service Provider at any time for any lawful reason or employee; (m) contract for no reason without penalty or agreement prohibiting it from freely engaging in any business or competing anywhere in the world; (n) agreement with a term of more than six months which is not terminable by CII or any Subsidiary upon less than 30 days notice without penaltyLiability; or (oxix) any other Contract or agreement which is material that relates to its operations and business prospects or involves a consideration in excess of $50,000 annually. All of the contracts, agreements and instruments set forth on the Schedule 5.14 are valid, binding and enforceable in accordance with their ------------- respective terms in all material respects. CII and each Subsidiary have materially performed all obligations required to be performed by them and are not in material default under or in material breach of nor in receipt settlement of any claim Action (A) with any Governmental Authority since the Look-back Date; (B) that materially restricts or imposes obligations upon any Company Entity; or (C) requires payment by a Company Entity of material default or breach under any contract, agreement or instrument to which CII or any Subsidiary is subject; no event has occurred which with more than the passage Threshold Amount after the date hereof. (b) Each Contract described in clauses (i) through (xix) of time or the giving of notice or both would result in a material default, breach or event of noncompliance by CII or any Subsidiary under any contract, agreement or instrument to which CII or any Subsidiary is subject; neither CII nor any Subsidiary has Knowledge of any breach or anticipated breach by the other parties to any contract, agreement, instrument or commitment to which it Section 3.11(a) is a party; and neither CII nor any Subsidiary is a party to any materially adverse contract or commitment“Material Contract”. The New Investors have been given access Company has provided to a Purchaser true and correct copy copies of each of the written instruments, plans, contracts and agreements and an accurate description of each of the oral arrangements, contracts and agreements which are referred to on the Schedule 5.14all Material Contracts, together with all supplements, amendments, waivers or other ------------- changes thereto. (c) Neither any Company Entity nor, to the Seller’s Knowledge, 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 Company Entity, or, to the Seller’s Knowledge, any counterparty. All Material Contracts are valid and in full force and effect and constitute legal, valid and binding obligations of the applicable Company Entity and, to the Seller’s Knowledge, each counterparty, and are enforceable against the applicable Company Entity and, to the Seller’s Knowledge, 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 equity affecting the availability of specific performance and other equitable remedies.

Contracts and Commitments. (a) Except as contemplated by ------------ ------------------------- this Agreement or as set forth on the attached Schedule 5.144.6, neither CII nor ------------- any Subsidiary Celiant is not a party to or nor is Celiant bound by any written or oralwritten: (ai) pension, profit sharing, stock option, employee stock purchase or other plan or arrangement providing for deferred or other compensation to employees or any other employee benefit plan or arrangement, or any collective bargaining agreement or any other contract with any labor union, or severance agreements, programs, policies or arrangements; (b) contract Contract 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 officer of $100,000 or contract relating to loans to officers, directors or affiliatesCeliant; (cii) contract Contract under which CII Celiant has made advances or loans to any Subsidiary has advanced or loaned any Person, other Person amounts than advances for business expenses made to employees in the aggregate exceeding $50,000ordinary course of business; (diii) agreement or indenture relating to Contract for borrowed money or other indebtedness or the mortgaging, pledging or otherwise placing a lien on any material asset or material group of assets of CII and its Subsidiariesmoney; (eiv) guarantee of any obligation (Contract, other than by CII of a Subsidiary's debts or a guarantee by a Subsidiary of CII's debts or another Subsidiary's debts); (f) lease or agreement the Real Property Leases, under which CII or any Subsidiary Celiant is lessee of or holds or operates any property, real or personal, property owned by any other party, except for any lease of real or personal property Person under which the aggregate annual rental payments do not exceed $50,000100,000; (gv) lease or agreement Contract under which CII or any Subsidiary Celiant is lessor of or permits any third party Person to hold or operate any property, real or personal, material property owned or controlled by CII or any SubsidiaryCeliant; (hvi) contract sales, distribution, dealer or group of related contracts, excluding all purchase orders, with the same party manufacturer's representative or group of affiliated parties the performance of which involves consideration in excess of $50,000franchise Contract; (ivii) assignment, license, indemnification or agreement with respect to Contract (other than any intangible property (including, without limitation, any material intellectual property), excluding purchase orders; (j) warranty agreement with respect to its services rendered or its products sold or leased; (k) sales, distribution or franchise agreement; (l) contract, agreement or other arrangement with any officer, director, stockholder, employee or affiliate, Core Agreement or any affiliate of any officer, director, stockholder Proprietary Right Contract (as defined below)) prohibiting or employee; (m) contract or agreement prohibiting it restricting Celiant from freely engaging in any business or competing anywhere in the world; (nviii) agreement Contract (other than any Real Property Lease, Core Agreement or any Contract evidencing any Proprietary Right) granting a right of first refusal or first negotiation or containing most favored customer/nation or price redetermination or change of control provisions; (ix) Contract with any supplier containing any provision permitting any party other than Celiant to renegotiate the price or other terms, or containing any pay-back, retroactive adjustment or other similar provision, upon the occurrence of a failure by Celiant to meet its obligations under the Contract when due or the occurrence of any other event involving annual consideration of at least $50,000 or $100,000 in the aggregate; (x) any capital leases which involve annual consideration in excess of $25,000; (xi) Contract (other than any Core Agreement or any Contract evidencing any Proprietary Right) relating to joint ventures or agreements involving a sharing of profits; (xii) Contract (other than any Real Property Lease) relating to cleanup, abatement or other actions in connection with environmental liabilities; (xiii) Contract (other than any Real Property Lease, Core Agreement, the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Agreement (as defined below) or other Contract disclosed pursuant to any other provision of this Agreement, including without limitation, this Section 4.6(a) and Sections 4.14, 4.15, 4.17, 4.19 or 4.21) with a term of more than six months which (A) is not terminable by CII Celiant upon 30 days' or less notice at any Subsidiary upon less than 30 days notice time without penalty; or penalty and (oB) any other agreement which is material to its operations and business prospects or involves a consideration in excess of $50,000 annually100,000 per annum; and (xiv) Contract (other than any Real Property Lease, Core Agreement or any Proprietary Rights Contract), the consequences of a default, termination, non-renewal or acceleration could reasonably be expected to have a Material Adverse Effect on Celiant. (b) Celiant has provided the Company a correct and complete copy of each written Material Contract (as defined below), including, without limitation, the Contracts identified with an asterisk on Schedule 4.6 (collectively, the "Core Agreements"). All of the contracts, agreements and instruments Except as set forth on the in Schedule 5.14 are 4.6, and assuming that (A) each Material Contract is legal, valid, binding and enforceable as to each party thereto (other than Celiant) and (B) each Consent (as defined below) is obtained and (C) each Material Contract is in full force and effect as to each party thereto (other than Celiant), (i) each Material Contract, including, without limitation, the Core Agreements, is legal, valid, binding, and enforceable in accordance with their ------------- respective terms its terms, except to the extent enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights in all material respects. CII general and each Subsidiary have materially performed all obligations required subject to be performed by them general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), and are not in material full force and effect, (ii) Celiant is not, and, to Celiant's knowledge, no other party is, in breach or default under or in material breach of nor in receipt of any claim Material Contract including, without limitation, the Core Agreements, and to the knowledge of material default or breach under any contract, agreement or instrument to which CII or any Subsidiary is subject; Celiant no event has occurred which with the passage of time would constitute a breach or the giving of default (including any breach or default occurring upon notice or both lapse of time, or both) that would result in a material defaultor permit termination, breach modification or event of noncompliance by CII or any Subsidiary acceleration under any Material Contract including, without limitation, the Core Agreements, and (iii) Celiant has not, and, to Celiant's knowledge, no other party has, repudiated any provision of any Material Contract including, without limitation, the Core Agreements. Except as set forth on Schedule 4.6, Celiant has not received or issued any notice of termination or non-renewal of any Material Contract, including, without limitation, the Core Agreements, and has no knowledge that the other party thereto has an intention to terminate or fail to renew a Material Contract, including, without limitation, the Core Agreements. "Contract" means any written agreement, personal or real property lease, contract, agreement note, loan, evidence of indebtedness, purchase order, letter of credit, franchise agreement, undertaking, covenant-not-to-compete, license, instrument, obligation or instrument commitment: (a) to which CII or any Subsidiary is subject; neither CII nor any Subsidiary has Knowledge of any breach or anticipated breach by the other parties to any contract, agreement, instrument or commitment to which it is a party; and neither CII nor any Subsidiary Celiant is a party or (b) by which Celiant is bound. "Material Contract" means (i) the Core Agreements, (ii) each Contract evidencing Proprietary Rights and (iii) each Contract required to be disclosed on Schedule 4.6, provided that the mere disclosure of any materially adverse contract or commitment. The New Investors have been given access Contract on Schedule 4.6 shall not be dispositive that such Contract is required to a true and correct copy of each of the written instruments, plans, contracts and agreements and an accurate description of each of the oral arrangements, contracts and agreements which are referred to be disclosed on the Schedule 5.14, together with all amendments, waivers or other ------------- changes theretosuch Schedule.

Contracts and Commitments. Except (a) Schedule 3.10(a) is a true and complete list, as contemplated by ------------ ------------------------- this Agreement of the date hereof, of all of the following Contracts to which the Company or as set forth on the attached Schedule 5.14, neither CII nor ------------- any Subsidiary of its Subsidiaries is a party to or bound by any written or oralwhich it is bound: (ai) pensionAdvisory Agreement that generated in excess of $750,000 in Revenue Run-Rate as of the Base Date; (ii) Distribution Agreement; (iii) Fund Services Agreement; (iv) Contract whereby any Group Company (A) receives a license to use any Intellectual Property owned by a third party (excluding licenses for Shrink Wrap Code or Open Source Software) and (B) grants a license of any material Company Intellectual Property to a third party (excluding non-exclusive licenses of Company Intellectual Property granted to customers and vendors in the ordinary course of business for the sole purpose of providing services to or for the Group Companies, profit sharingor otherwise whereby such license is merely ancillary to the primary purpose of the applicable Contract); (v) Contract (A) relating to any Indebtedness of any Group Company (other than any overdraft facility of any member of the Group Companies not exceeding $500,000) or (B) granting liens or a security interest in the property or assets of any Group Company (other than Permitted Liens) or providing any guaranty by any Group Company of the obligations or Indebtedness of another Person; (vi) Contract, stock optionto the extent not otherwise defined as a Material Contract pursuant to the other subparts of this definition, employee any Contract entered into by any Group Company (for its own account) that is not cancelable by the Group Companies without penalty on 90 days’ or less notice involving annual payments in excess of $750,000; (vii) Contract for a strategic partnership, joint venture or similar agreements entered into by any member of the Group Companies (for its own account); (viii) stock purchase agreement, asset purchase agreement, merger agreement or other plan business acquisition or arrangement providing divestiture agreement entered into by any member of the Group Companies (for deferred its own account) within the prior three (3) years and under which there remain any surviving representations, covenants, indemnities or other compensation to employees unperformed obligations (including “earn-out” or other contingent obligations) or any ongoing restrictive covenants binding the Group Companies in effect (other employee benefit plan than, in each case, (x) customary confidentiality or arrangementnon-disclosure obligations, (y) customary non-solicitation of employees obligations that are not material to any Group Company, or (z) customary non-disparagement obligations); (ix) Contract of any collective bargaining agreement member of the Group Companies that provides for an earn-out or similar deferred conditional payment obligation; (x) Contract (including any Advisory Agreements and Organizational Documents of any Funds) in existence on the date hereof which (A) limits, in any material respect, the freedom of any member of the Group Companies or any other contract Affiliate thereof to compete in any line of business, in any investment strategy, in any geographic area or with any labor unionPerson, (B) provides for the purchase of goods or services exclusively from any third party, grants any Person an exclusive right within any geographical region, (C) grants a right of first refusal or first offer (or similar rights) to a third party, (D) requires any member of the Group Companies or any Affiliate thereof to make referrals of business or make available business opportunities or products or services to any Person on a priority or exclusive basis (including any “preferred provider” type Contracts for products and services), other than any such arrangement with a Client or a Fund investor that is solely on a priority or exclusive basis vis-à-vis any other Client or Fund investor, (E) prohibits or restricts in any material respect the ability of any Group Company to solicit the business of any Person, including soliciting any Client or (F) specifies that a Fund is an exclusive vehicle for a designated investment strategy; (xi) Contract with a Governmental Entity; (xii) Contract entered into by any Group Company, Fund or Fund Subsidiary during the past three (3) years involving any settlement of any Action or any injunction or similar Contractual obligation that imposes material continuing obligations on any such Person; (xiii) Affiliate Contract, other than Contracts negotiated at arm’s length; or (xiv) any Company Material Contract that contains (A) “most favored nation” or similar provisions running against the Company or any of its Subsidiaries, (B) “clawback” or similar obligations running against the Company or any of its Subsidiaries requiring the reimbursement or refund of fees in excess of $1,000,000 or (C) “key person” provisions (including any giving rise to rights of termination of, or severance agreementsobligations to notify, programsother parties); (xv) any Contract preventing the Company or any of its Subsidiaries from engaging in any line of business, policies acquiring any entity or arrangementscompeting with any Person or in any market or geographical area in any material respect; (xvi) any Contract evidencing any material capital lease obligation or commitment to make a capital expenditure, in each case, in excess of $500,000 during any calendar year; or (xvii) any Contract requiring the Company or any of its Subsidiaries to make any future capital contribution to, or other investment in, any Person other than the Company or any of its Subsidiaries. (b) contract for Parent either has been supplied with, or has been given access to, a copy of all Contracts that are referred to on Schedule 3.10(a) (each such Contract listed or required to be listed on Schedule 3.10(a), collectively, 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 contract relating to loans to officers, directors or affiliates;“Material Contracts”). (c) contract under which CII or any Subsidiary has advanced or loaned any other Person amounts in the aggregate exceeding $50,000; (d) agreement or indenture relating to borrowed money or other indebtedness or the mortgagingEach Material Contract, pledging or otherwise placing a lien on any material asset or material group of assets of CII and its Subsidiaries; (e) guarantee of any obligation (other than by CII of a Subsidiary's debts or a guarantee by a Subsidiary of CII's debts or another Subsidiary's debts); (fthose listed on Schedule 3.10(c) lease or agreement under which CII or any Subsidiary is lessee of or holds or operates any property, real or personal, owned by any other party, except for any lease of real or personal property under which the aggregate annual rental payments do not exceed $50,000; (g) lease or agreement under which CII or any Subsidiary is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by CII or any Subsidiary; (h) contract or group of related contracts, excluding all purchase orders, with the same party or group of affiliated parties the performance of which involves consideration in excess of $50,000; (i) assignment, license, indemnification or agreement with respect to any intangible property (including, without limitation, any material intellectual property), excluding purchase orders; (j) warranty agreement with respect to its services rendered or its products sold or leased; (k) sales, distribution or franchise agreement; (l) contract, agreement or other arrangement with any officer, director, stockholder, employee or affiliate, or any affiliate of any officer, director, stockholder or employee; (m) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the world; (n) agreement with a term of more than six months which is not terminable by CII or any Subsidiary upon less than 30 days notice without penalty; or (o) any other agreement which is material to its operations and business prospects or involves a consideration in excess of $50,000 annually. All of the contractsCompany Disclosure Schedule, agreements is in full force and instruments set forth on the Schedule 5.14 are effect and is a valid, binding and enforceable obligation of the Group Company party thereto and, to the knowledge of the Company, each of the other parties thereto. In the past three (3) years, no Group Company has, in accordance with their ------------- respective terms in all any material respects. CII and each Subsidiary have materially performed all obligations required respect, violated or breached, or committed any default under, any Material Contract, except as would not reasonably be expected to be performed by them and are not material to the Group Companies, taken as a whole. To the knowledge of the Company, in the past three (3) years, no other Person has materially violated or breached, or committed any material default under under, any Material Contract, except as would not have a Material Adverse Effect. As to each Material Contract, there is no claim in writing from any other party to such Material Contract for breach or in default on the part of the Company or its Subsidiaries thereunder, except for such breaches or defaults which would not reasonably be expected to be material breach of nor in receipt of any claim of material default or breach under any contractto the Group Companies, agreement or instrument to which CII or any Subsidiary is subject; no taken as a whole. No event has occurred which with through any Group Company’s actions or inactions or, to the passage knowledge of time or the giving of notice or both would Company, any other party thereto that will result in a material default, violation or breach or event of noncompliance by CII or any Subsidiary under any contract, agreement or instrument to which CII or any Subsidiary is subject; neither CII nor any Subsidiary has Knowledge of any breach or anticipated breach by the other parties to any contract, agreement, instrument or commitment to which it is a party; and neither CII nor any Subsidiary is a party to any materially adverse contract or commitment. The New Investors have been given access to a true and correct copy of each of the written instrumentsprovisions of any Material Contract, plans, contracts and agreements and an accurate description of each of the oral arrangements, contracts and agreements which are referred to on the Schedule 5.14, together with all amendments, waivers or other ------------- changes theretoexcept as would not have a Material Adverse Effect.

Contracts and Commitments. 3.10.1 Except as expressly contemplated by ------------ ------------------------- this Agreement or as set forth on in Section 3.10.1 of the attached Seller Disclosure Schedule 5.14or in the Seller SEC Reports, neither CII nor ------------- any Subsidiary no Target Company is a party to or bound by any of the following Contracts, whether written or oral:oral (each a “Material Contract”): (a) pension, profit sharing, stock option, employee stock purchase or other plan or arrangement providing for deferred or other compensation to employees or any other employee benefit plan or arrangement, or any collective bargaining agreement or any other contract Contract with any labor union, or severance agreements, programs, policies or arrangements; (b) contract 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 contract relating to loans to officers, directors or affiliatesContracts with any Governmental Authorities; (c) contract under which CII or any Subsidiary has advanced or loaned any other Person amounts in the aggregate exceeding $50,000; (d) Contract, agreement or indenture relating to borrowed money or other any indebtedness or the to mortgaging, pledging or otherwise placing a lien Lien on any material asset portion of their properties or material group of assets (A) pursuant to which, any Target Company has incurred or may incur indebtedness exceeding US$2,500,000 for which any Target Company will be liable following the Closing, or (B) relating to any Liens on assets of CII and its Subsidiariesany Target Company; (d) guaranty of any indebtedness or other material guaranty; (e) guarantee of any obligation (other than by CII of a Subsidiary's debts or a guarantee by a Subsidiary of CII's debts or another Subsidiary's debts); (f) Contract, lease or agreement under which CII or any Subsidiary it is lessee of of, or holds holds, uses or operates any property, real or personal, personal property or assets owned by any other party, except for any lease of real or personal property under which the aggregate annual rental payments do not exceed $50,000or payment commitment exceeds US$2,500,000; (f) Contracts or group of related Contracts with any customer for which calendar year of 2026 sales exceeded US$1,000,000 or any supplier for which calendar year of 2026 spending exceeded US$1,000,000; (g) lease Contracts or agreement under agreements relating to the acquisition or disposition (whether by merger, 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 Target Company since the Look-back Date or the future acquisition or disposition (whether by merger, 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 Target Company or, pursuant to which CII any Target Company has any continuing “earn out” or other contingent payment obligations or any Subsidiary is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by CII or any Subsidiarysurviving material indemnification obligations; (h) contract joint venture, partnership, limited liability company or group of related contracts, excluding all purchase orders, similar agreement with the same any third party (including any agreement providing for joint development or group of affiliated parties the performance of which involves consideration in excess of $50,000marketing); (iA) assignmentContract pursuant to which any Target Company licenses, licenseor is otherwise permitted by a third party to practice, indemnification use or agreement with respect to register, or receive any intangible property (including, without limitationother rights under, any material intellectual propertyIntellectual Property Rights (other than “shrink wrap licenses,” “click through” licenses and licenses to off-the-shelf Software on standard commercial terms with fees of less than US$1,000,000 per year), excluding purchase orders(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 Target 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) warranty distribution, sales representative, marketing or similar Contract or agreement with respect that required any Target Company to its services rendered or its products sold or leasedmake commission payments under such agreement in excess of US$1,000,000 during the twelve (12)-month period ended on the Balance Sheet Date; (k) salesContract or agreement pursuant to which any Target Company would be required to make, distribution or franchise agreementin the aggregate, capital expenditures in excess of US$2,500,000; (l) contract, Contract or agreement that (A) limits or other arrangement purports to limit the ability of any Target Company to compete in any line of business or with any officer, director, stockholder, employee product or affiliate, with any Person or in any affiliate geographic area or market or during any period of time or (B) contains covenants that restrict the business activity of any officerTarget Company in any material respect (other than non-disclosure agreements entered into in the ordinary course of business, director, stockholder or employeeconsistent with past practice); (m) contract Contract or agreement prohibiting it from freely engaging 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 business or competing anywhere Target Company in the worldfavor of any third party; (n) Contract or agreement with where any Target Company is subject to a term requirement of more than six months which is not terminable by CII exclusive dealing or any Subsidiary upon less than 30 days notice without penalty; orsimilar 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 which is material that involves payment to its operations and business prospects or involves a consideration by any Target Company in excess of $50,000 US$1,000,000 annually. All ; (r) Contract or agreement whose termination (other than those terminating by passage of time) would reasonably be expected to have a Company Material Adverse Effect; (s) employment, severance or consulting Contract that is not terminable at will by any Target Company and which will require the contracts, agreements and instruments set forth on payment of amounts by any Target Company after the Schedule 5.14 are valid, binding and enforceable date hereof in accordance with their ------------- respective terms excess of US$1,000,000 in all material respects. CII and each Subsidiary have materially performed all obligations required total compensation annually; or (t) Contract or agreement that relates to be performed by them and are not in material default under or in material breach of nor in receipt the settlement of any claim Proceeding (A) with any Governmental Authority since the Look-back Date, (B) that materially restricts or imposes obligations upon any Target Company or (C) requires payment by any Target Company of material default more than US$2,500,000 after the date hereof. 3.10.2 The Purchaser either has been supplied with, or breach under any contract, agreement or instrument to which CII or any Subsidiary 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 CII or any Subsidiary under any contract, agreement or instrument to which CII or any Subsidiary is subject; neither CII nor any Subsidiary has Knowledge of any breach or anticipated breach by the other parties to any contract, agreement, instrument or commitment to which it is a party; and neither CII nor any Subsidiary is a party to any materially adverse contract or commitment. The New Investors have been given access to to, a true and correct copy of each of the written instruments, plans, contracts and agreements and an accurate description of each of the oral arrangements, contracts and agreements which are referred to on the Schedule 5.14all Material Contracts, together with all supplements, amendments, waivers or other ------------- changes thereto. 3.10.3 Neither any Target Company nor, to the Knowledge of the Seller Parties and the Target 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 Target Company, or, to the Knowledge of the Seller Parties and the Target Companies, any counterparty. All Material Contracts are valid and in full force and effect and constitute legal, valid and binding obligations of the applicable Target Company and each counterparty, and are enforceable against the applicable Target 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 equity affecting the availability of specific performance and other equitable remedies.

Contracts and Commitments. Except as contemplated by ------------ ------------------------- this Agreement or as set forth on the attached Schedule 5.14, neither CII nor ------------- any Subsidiary is a party to or bound by any written or oral: (a) Schedule 3.7 lists the following agreements, if any, whether oral or written, to which ZIOPHARM is a party, which are currently in effect, and which relate to the operation of ZIOPHARM’s business: (i) collective bargaining agreement or contract with any labor union; (ii) bonus, pension, profit sharing, stock optionretirement or other form of deferred compensation plan; (iii) hospitalization insurance or other welfare benefit plan or practice, employee whether formal or informal; (iv) stock purchase or other plan or arrangement providing for deferred or other compensation to employees or any other employee benefit plan or arrangement, or any collective bargaining agreement or any other contract with any labor union, or severance agreements, programs, policies or arrangements; stock option plan; (bv) contract for the employment of any officer, individual employee or other Person on a full-time, part-time, time or consulting basis or other basis providing annual compensation in excess of $100,000 or contract relating to loans severance pay for any such Person; (vi) confidentiality agreement; (vii) contract, agreement or understanding relating to officers, the voting of ZIOPHARM Stock or the election of directors or affiliates; of ZIOPHARM; (c) contract under which CII or any Subsidiary has advanced or loaned any other Person amounts in the aggregate exceeding $50,000; (dviii) agreement or indenture relating to borrowed the borrowing of money or other indebtedness or the to mortgaging, pledging or otherwise placing a lien Lien on any material asset or material group of the assets of CII and its Subsidiaries; ZIOPHARM; (eix) guarantee guaranty of any obligation for borrowed money or otherwise; (other than by CII of a Subsidiary's debts or a guarantee by a Subsidiary of CII's debts or another Subsidiary's debts); (fx) lease or agreement under which CII or any Subsidiary ZIOPHARM is lessee of of, or holds or operates any property, real or personal, owned by any other party, except for any lease of real or personal property under which the aggregate annual rental payments do not exceed exceeds $50,000; 10,000; (gxi) lease or agreement under which CII or any Subsidiary ZIOPHARM is lessor of of, or permits any third party to hold or operate operate, any property, real or personal, owned for which the annual rental exceeds $10,000; (xii) contract which prohibits ZIOPHARM from freely engaging in business anywhere in the world; (xiii) license agreement or controlled agreement providing for the payment or receipt of royalties or other compensation by CII or any Subsidiary; ZIOPHARM in connection with the intellectual property rights listed in Schedule 3.20(b); (hxiv) contract or group of related contracts, excluding all purchase orders, with the same party or group of affiliated parties the performance of which involves consideration commitment for capital expenditures in excess of $50,000; 10,000; (ixv) assignment, license, indemnification or agreement with respect to any intangible property (including, without limitation, any material intellectual property), excluding purchase orders; (j) warranty agreement with respect to its services rendered or its products sold or leased; (k) sales, distribution or franchise agreement; (l) contract, agreement or other arrangement with any officer, director, stockholder, employee or affiliate, or any affiliate for the sale of any officer, director, stockholder capital asset; or employee; (mxvi) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the world; (n) agreement with a term of more than six months which is not terminable by CII or any Subsidiary upon less than 30 days notice without penalty; or (o) any other agreement which is either material to its operations and ZIOPHARM’s business prospects or involves a consideration was not entered into in excess the ordinary course of $50,000 annually. All of the contractsbusiness. (b) To ZIOPHARM’s knowledge, agreements and instruments set forth on the Schedule 5.14 are validZIOPHARM has performed, binding and enforceable in accordance with their ------------- respective terms in all material respects. CII and each Subsidiary have materially performed all , the obligations required to be performed by them it in connection with the contracts or commitments required to be disclosed in Schedule 3.7 and are is not in material default under or in material breach of nor in receipt of any claim of material default or breach under any contract, agreement contract or instrument commitment required to which CII be disclosed under such caption; ZIOPHARM has no present expectation or intention of not fully performing any Subsidiary is subjectmaterial obligation pursuant to any contract or commitment required to be disclosed under such caption; and ZIOPHARM has 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 CII or any Subsidiary under any contract, agreement or instrument to which CII or any Subsidiary is subject; neither CII nor any Subsidiary has Knowledge knowledge of any breach or anticipated breach by the any other parties to any contract, agreement, instrument or commitment to which it is a party; and neither CII nor any Subsidiary is a party to any materially adverse contract or commitment. The New Investors have been given access commitment required to a true and correct copy of each of the written instruments, plans, contracts and agreements and an accurate description of each of the oral arrangements, contracts and agreements which are referred to on the Schedule 5.14, together with all amendments, waivers or other ------------- changes theretobe disclosed under such caption.

Contracts and Commitments. (a) Except as filed as an exhibit to Seller’s SEC Reports, and except as contemplated by ------------ ------------------------- this Agreement or as set forth on the attached Schedule 5.14Agreement, neither CII Seller, nor ------------- any Subsidiary the Seller Subsidiaries, nor the entities listed on Schedule 3.1(b) is a party to or bound by any oral or written contract, obligation or oralcommitment of any type in any of the following categories: (ai) pensionagreements or arrangements that contain severance pay, profit sharingunderstandings 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 commitments currently in force relating to the disposition or acquisition of assets other than in the ordinary course of business, 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, under which the aggregate payments for the past 12 months exceeded $100,000, which are with sole or single source suppliers; (v) guarantees or other agreements, contracts or commitments under which Seller or any of the Seller Subsidiaries is absolutely or contingently liable for (A) the performance of any other person, firm or corporation (other than Seller or the Seller Subsidiaries), or (B) the whole or any part of the indebtedness or liabilities of any other person, firm or corporation (other than Seller or the Seller Subsidiaries); (vi) powers of attorney authorizing the incurrence of a material obligation on the part of Seller or the Seller Subsidiaries; (vii) agreements, contracts or commitments which limit or restrict (A) where Seller or any of the Seller 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 Seller or any of the Seller Subsidiaries; (viii) agreements, contracts or commitments, under which the aggregate payments or receipts for the past 12 months exceeded $100,000, containing any agreement with respect to a change of control of Seller or any of the Seller Subsidiaries; (ix) agreements, contracts or commitments for the borrowing or lending of money, or the availability of credit (except credit extended by Seller or any of the Seller Subsidiaries to customers in the ordinary course of business and consistent with past practice); (x) any hedging, option, employee stock purchase derivative or other plan similar transaction and any foreign exchange position or arrangement providing contract for deferred the exchange of currency; or (xi) any agreement, contract or other compensation commitment otherwise required to employees or any other employee benefit plan or arrangementbe filed as an exhibit to a periodic report under the Exchange Act, or any collective bargaining as provided by Rule 601 of Regulation S-K promulgated under the Exchange Act. Each contract, agreement or any other contract with any labor union, or severance agreements, programs, policies or arrangements;commitment of the type described in this Section 3.15 is referred to herein as a “Seller Contract.” (b) contract for Neither Seller nor any of the employment Seller Subsidiaries, nor to the knowledge 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 contract relating to loans to officers, directors or affiliates; (c) contract under which CII or any Subsidiary has advanced or loaned Seller any other Person amounts in the aggregate exceeding $50,000; (d) agreement or indenture relating to borrowed money or other indebtedness or the mortgaging, pledging or otherwise placing a lien on any material asset or material group of assets of CII and its Subsidiaries; (e) guarantee of any obligation (other than by CII of a Subsidiary's debts or a guarantee by a Subsidiary of CII's debts or another Subsidiary's debts); (f) lease or agreement under which CII or any Subsidiary is lessee of or holds or operates any property, real or personal, owned by any other party, except for any lease of real or personal property under which the aggregate annual rental payments do not exceed $50,000; (g) lease or agreement under which CII or any Subsidiary is lessor of or permits any third party to hold a Seller Contract, has breached, violated or operate any property, real or personal, owned or controlled by CII or any Subsidiary; (h) contract or group of related contracts, excluding all purchase orders, with the same party or group of affiliated parties the performance of which involves consideration in excess of $50,000; (i) assignment, license, indemnification or agreement with respect to any intangible property (including, without limitation, any material intellectual property), excluding purchase orders; (j) warranty agreement with respect to its services rendered or its products sold or leased; (k) sales, distribution or franchise agreement; (l) contract, agreement or other arrangement with any officer, director, stockholder, employee or affiliatedefaulted under, or received notice that it has breached, violated or defaulted under, (nor does there exist any affiliate of any officercondition under which, director, stockholder or employee; (m) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the world; (n) agreement with a term of more than six months which is not terminable by CII or any Subsidiary upon less than 30 days notice without penalty; or (o) any other agreement which is material to its operations and business prospects or involves a consideration in excess of $50,000 annually. All of the contracts, agreements and instruments set forth on the Schedule 5.14 are valid, binding and enforceable in accordance with their ------------- respective terms in all material respects. CII and each Subsidiary have materially performed all obligations required to be performed by them and are not in material default under or in material breach of nor in receipt of any claim of material default or breach under any contract, agreement or instrument to which CII or any Subsidiary is subject; no event has occurred which with the passage of time or the giving of notice or both would result both, could reasonably be expected to cause such a breach, violation or default under), any Seller Contract, other than any breaches, violations or defaults which have not had, or could not reasonably be expected to have, individually or in the aggregate, a material defaultSeller Material Adverse Effect. (c) Each Seller Contract is a valid, breach or event binding and enforceable obligation of noncompliance by CII or any Subsidiary under any contractSeller and to the knowledge of Seller, agreement or instrument to which CII or any Subsidiary is subject; neither CII nor any Subsidiary has Knowledge of any breach or anticipated breach by the other party or parties thereto, in accordance with its terms, and in full force and effect, except where the failure to any contractbe valid, agreementbinding, instrument enforceable and in full force and effect has not had, or commitment could not reasonably be expected to which it is have, individually or in the aggregate, a party; Seller Material Adverse Effect and neither CII nor any Subsidiary is a party to any materially adverse contract the extent enforcement may be limited by applicable bankruptcy, insolvency, moratorium or commitment. The New Investors have been given access to a true other laws affecting the enforcement of creditors’ rights governing or by general principles of equity. (d) An accurate and correct complete copy of each of the written instruments, plans, contracts and agreements and an accurate description of each of the oral arrangements, contracts and agreements which are referred Seller Contract has been made available (including via E▇▇▇▇) to on the Schedule 5.14, together with all amendments, waivers or other ------------- changes theretoBuyer.

Contracts and Commitments. (a) Except as contemplated by ------------ ------------------------- this Agreement or as set forth on Schedule 3.10(a) and except for agreements entered into by any Group Company after the attached Schedule 5.14date hereof in accordance with Section 5.01, neither CII nor ------------- any Subsidiary no Group Company is a party to or bound by by, nor are any written or oralof the Assets subject to, any: (ai) pension, profit sharing, stock option, employee stock purchase or other plan or arrangement providing for deferred or other compensation to employees or any other employee benefit plan or arrangement, or any collective bargaining agreement or any other contract with any labor union, or severance agreements, programs, policies or arrangements; (b) contract 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 contract relating to loans to officers, directors or affiliates; (c) contract under which CII or any Subsidiary has advanced or loaned any other Person amounts in the aggregate exceeding $50,000; (d) agreement Contract or indenture relating to borrowed money Indebtedness (including Indebtedness of the Group Companies or other indebtedness 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 lien Lien on any material asset or material group portion of the assets of CII and its Subsidiariesthe Group Companies; (eii) guarantee guaranty of any obligation (for borrowed money or other than by CII of a Subsidiary's debts or a guarantee by a Subsidiary of CII's debts or another Subsidiary's debts)guaranty; (fiii) lease or agreement Contract under which CII or any Subsidiary it is lessee of lessee, or holds or operates any property, personal property or real or personal, property owned by any other party, except for any lease of real or personal property under which the aggregate annual rental payments do not exceed exceeds $50,000; (giv) lease or agreement Contract under which CII or any Subsidiary it is lessor of or permits any third party to hold or operate any property, personal property or real or personal, owned or controlled by CII or any Subsidiary; (h) contract or group of related contracts, excluding all purchase orders, with property for which the same party or group of affiliated parties the performance of which involves consideration in excess of annual rental exceeds $50,000; (iv) assignmentContract or group of related Contracts with any Specified Customer, licenseSpecified Vendor or Specified Reseller; (vi) Contract relating to any business acquisition, indemnification or material acquisition of the capital stock or assets of another Person, completed or terminated by any Group Company within the last five (5) years or that is currently pending; (vii) license or royalty agreement relating to the use of any third party Intellectual Property that provides for annual payments by a Group Company in excess of $75,000 during the trailing twelve (12) month period ending on the date of the Latest Balance Sheet (other than (A) non-disclosure agreements entered into in the Ordinary Course of Business, (B) intercompany agreements between any Group Companies, and (C) agreements for commercially available software); (viii) 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, 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; or (x) Contract that (A) restricts the Company or a Subsidiary 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 Surviving Company) from engaging in any line of business after the Effective Time, (B) contains exclusivity obligations or restrictions binding on the Company or any of the Subsidiaries or that would be binding on Parent or any of its Affiliates (including the Surviving Company) after the Effective Time, (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 the Subsidiaries from hiring or soliciting for hire any group of employees or customers other than, with respect to any intangible property Contract that prohibits the Company or any of the Subsidiaries from hiring or soliciting for hire any group of employees, as may be entered into in the Ordinary Course of Business between any such Group Company and any vendor, independent contractor or placement agency to the applicable Group Company (includingwhich such prohibition applies to the Group Companies only, without limitation, any material intellectual propertyand not Affiliates of the Group Companies), excluding purchase orders; (jxi) warranty collective bargaining agreement with respect to its services rendered or its products sold or leasedemployees; (kxii) salesContract relating to any interest rate, distribution foreign exchange, derivatives or franchise agreementhedging transaction; (lxiii) contract, agreement Contract that contains any indemnification rights or other arrangement with any officer, director, stockholder, employee or affiliateobligations, or credit support relating to such indemnification rights or obligations, other than any affiliate of any officer, director, stockholder such indemnification rights or employeeobligations incurred in the Ordinary Course of Business; (mxiv) contract or agreement prohibiting it from freely engaging in Contract with any business or competing anywhere in the worldU.S federal Governmental Entity; (nxv) agreement with a term of more than six months Contract pursuant to which is not terminable by CII the Company or any Subsidiary upon less than 30 days notice without penalty; orof the Subsidiaries has an obligation to make an investment in or loan to any other Person; (oxvi) partnership, joint venture, limited liability company or other similar agreements or arrangements (including any agreement providing for joint research, development or marketing); and (xvii) settlement agreements entered into within the past three (3) years (other agreement which is material to its operations and business prospects or involves a consideration in excess of $50,000 annually. All of the contracts, than transition agreements and instruments set forth on the Schedule 5.14 are valid, binding and enforceable in accordance with their ------------- respective terms in all material respects. CII and each Subsidiary have materially performed all obligations required to be performed by them and are not in material default under or in material breach of nor in receipt employees of any claim the Group Companies entered into the Ordinary Course of material default Business). (b) The Parent either has been supplied with, or breach under any contract, agreement or instrument to which CII or any Subsidiary 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 CII or any Subsidiary under any contract, agreement or instrument to which CII or any Subsidiary is subject; neither CII nor any Subsidiary has Knowledge of any breach or anticipated breach by the other parties to any contract, agreement, instrument or commitment to which it is a party; and neither CII nor any Subsidiary is a party to any materially adverse contract or commitment. The New Investors have been given access to to, a true and correct copy of each of the all written instruments, plans, contracts and agreements and an accurate description of each of the oral arrangements, contracts and agreements which Contracts that are referred to on Schedule 3.10(a) (collectively, the Schedule 5.14“Material Contracts”). Each Material Contract is in full force and effect and is a valid and binding obligation of, together with all amendmentsand enforceable against, waivers or the Group Company that is a party thereto and, to the knowledge of the Company, is a valid and binding obligation of, and enforceable against, each other ------------- changes party thereto. (c) No Group Company has in any material respect, violated or breached, or committed any default under (or is alleged to be in default or breach in any material respect under), any Material Contract. To the knowledge of the Company, no other Person has, in any material respect violated or breached, or committed any default under (or is alleged to be in default or breach in any material respect under), any Material Contract. No event or circumstance has occurred and is continuing through any Group Company’s actions or inactions that would result in a material violation or breach of any of the provisions of any Material Contract.

Contracts and Commitments. (a) Except as contemplated by ------------ ------------------------- this Agreement or as set forth on for the attached Personal Property Leases required to be disclosed pursuant to Section 5.12 hereof, the Employment Agreements required to be disclosed pursuant to Section 5.16 hereof, the Employee Plans required to be disclosed pursuant to Section 5.17 hereof and the insurance policies required to be disclosed pursuant to Section 5.19 hereof, Section (a) of Schedule 5.14, neither CII nor ------------- any Subsidiary 5.20 contains a complete and accurate list of each of the Contracts which either of the Sellers is a party to and which: (i) require the applicable Seller to make payments to any Person in excess of $50,000.00 over any period of twelve (12) consecutive months or bound less; or (ii) provide that the applicable Seller is entitled to receive payments in excess of $50,000.00 over any period of twelve (12) consecutive months or less; or (iii) have been entered into with any Affiliate or any current or former officer, member or manager of the applicable Seller under which such Seller has any continuing liabilities or obligations; or (iv) require any party to purchase or sell a stated portion of its requirements or output from or to another party; or (v) provide for the incurring by the applicable Seller of any Indebtedness for borrowed money, including capital lease obligations; or (vi) provide for the purchase or sale of assets other than in the Ordinary Course of Business; or (vii) limit the freedom of the applicable Seller to conduct the Business in any geographic area; or (viii) contain any assignment or “change in control” provision which would be breached or otherwise activated by the consummation of the transactions contemplated by this Agreement; or (ix) contain terms providing for any guaranty of the payment or performance of any Liabilities of any Person other than the Person making such guarantee; or (x) have a term in excess of one year and are not cancelable upon 30 or fewer days’ notice without any liability, penalty or premium (other than a nominal cancellation fee or charge); or (xi) (other than those Contracts disclosed in clauses (i) through (x) above) (A) are material to the Business and either (B) were entered into other than in the Ordinary Course of Business; or (C) are to be performed other than in the Ordinary Course of Business (all of the Contracts described in Sections 5.20(a)(i) through Section 5.20(a)(xi), whether or not disclosed in Section (a) of Schedule 5.20 as required by this Section 5.20(a), being hereinafter collectively referred to as the “Material Contracts”). Prior to the date hereof the Sellers have delivered or otherwise made available to the Buyer, true, complete and correct copies of the written or oral:Material Contracts including all amendments thereof and modifications thereto and complete descriptions of all oral Material Contracts. (a) pensionEach of the Material Contracts is valid, profit sharingbinding and in full force and effect and enforceable against the applicable Seller and, stock optionto the knowledge of the Sellers, employee stock purchase or against the other plan or arrangement providing for deferred or other compensation to employees or any other employee benefit plan or arrangement, or any collective bargaining agreement or any other contract parties thereto in accordance with any labor union, or severance agreements, programs, policies or arrangements; its terms. Except as set forth in Section (b) contract for of Schedule 5.20, the employment enforceability of the Material Contracts will not be affected in any manner solely by the execution and delivery of this Agreement or the effectuation of the transactions contemplated hereby. Except as set forth in Section (b) of Schedule 5.20, no filing with, consent, approval, authorization or other action is required from or 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 contract relating to loans to officers, directors or affiliates; (c) contract under which CII or any Subsidiary has advanced or loaned any other Person amounts in the aggregate exceeding $50,000; (d) agreement or indenture relating to borrowed money or other indebtedness or the mortgaging, pledging or otherwise placing a lien on any material asset or material group of assets of CII and its Subsidiaries; (e) guarantee of any obligation (other than by CII of a Subsidiary's debts or a guarantee by a Subsidiary of CII's debts or another Subsidiary's debts); (f) lease or agreement under which CII or any Subsidiary is lessee of or holds or operates any property, real or personal, owned by any other party, except for any lease of real or personal property under which the aggregate annual rental payments do not exceed $50,000; (g) lease or agreement under which CII or any Subsidiary is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by CII or any Subsidiary; (h) contract or group of related contracts, excluding all purchase orders, with the same party or group of affiliated parties the performance of which involves consideration in excess of $50,000; (i) assignment, license, indemnification or agreement with respect to any intangible property (including, without limitation, any material intellectual property), excluding purchase orders; (j) warranty agreement with respect to its services rendered or its products sold or leased; (k) sales, distribution or franchise agreement; (l) contract, agreement or other arrangement with any officer, director, stockholder, employee or affiliate, or any affiliate of any officer, director, stockholder or employee; (m) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the world; (n) agreement with a term of more than six months which is not terminable by CII or any Subsidiary upon less than 30 days notice without penalty; or (o) any other agreement which is material to its operations and business prospects or involves a consideration in excess of $50,000 annually. All of the contracts, agreements and instruments set forth on the Schedule 5.14 are Material Contracts in order for such Material Contracts to be valid, binding and enforceable by Buyer after the Closing Date. (b) Neither of the Sellers is in accordance with their ------------- respective terms in all material respects. CII and each Subsidiary have materially performed all obligations required to be performed by them and are not in material default under or any of the Material Contracts, there is no basis for any valid claim that either of the Sellers is in material breach default under any Material Contracts and, to the knowledge of nor in receipt of the Sellers, there is no basis for any claim of material default or breach under that any contract, agreement or instrument to which CII or any Subsidiary 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 CII or any Subsidiary under any contract, agreement or instrument to which CII or any Subsidiary is subject; neither CII nor any Subsidiary has Knowledge of any breach or anticipated breach by the other parties to any contract, agreement, instrument or commitment to which it is a party; and neither CII nor any Subsidiary is a party to any materially adverse contract or commitment. The New Investors have been given access to a true and correct copy of each of the written instruments, plans, contracts and agreements and an accurate description of each of the oral arrangements, contracts and agreements which are referred Material Contracts is in default with respect to on the Schedule 5.14, together with all amendments, waivers or other ------------- changes theretoits obligations under such Material Contracts.

Contracts and Commitments. Except as contemplated by ------------ ------------------------- this Agreement or as set forth on the attached Schedule 5.14, neither CII nor ------------- any Subsidiary is a party to or bound by any written or oral: (a) The Disclosure Schedule, under the caption referencing this Section 2.15, lists the following agreements, whether oral or written, to which the Company is a party, which are currently in effect, and which relate to the operation of the Company's business: (i) collective bargaining agreement or contract with any labor union; (ii) bonus, pension, profit sharing, stock optionretirement or other form of deferred compensation plan, employee other than as described under the caption referencing Section 2.20 hereof (or excluded by Section 2.20 from inclusion therein) in the Disclosure Schedule; (iii) hospitalization insurance or other welfare benefit plan or practice, whether formal or informal, other than as described under the caption referencing Section 2.20 hereof in the Disclosure Schedule (or excluded by Section 2.20 from inclusion therein); (iv) stock purchase or stock option plan (other plan or arrangement providing for deferred or other compensation to employees or any other employee benefit plan or arrangement, or any collective bargaining agreement or any other contract with any labor union, or severance agreements, programs, policies or arrangements; than the Option Plan); (bv) contract for the employment of any officer, individual employee or other Person person on a full-time, part-time, time or consulting basis or other basis providing annual compensation in excess of $100,000 or contract relating to loans severance pay for any such person; (vi) confidentiality agreement; (vii) contract, agreement or understanding relating to officers, the voting of Common Stock or the election of directors or affiliates; of the Company; (c) contract under which CII or any Subsidiary has advanced or loaned any other Person amounts in the aggregate exceeding $50,000; (dviii) agreement or indenture relating to borrowed the borrowing of money or other indebtedness or the to mortgaging, pledging or otherwise placing a lien on any material asset or material group of the assets of CII and its Subsidiaries; the Company; (eix) guarantee guaranty of any obligation for borrowed money or otherwise; (other than by CII of a Subsidiary's debts or a guarantee by a Subsidiary of CII's debts or another Subsidiary's debts); (fx) lease or agreement under which CII or any Subsidiary it is lessee of of, or holds or operates any property, real or personal, owned by any other party, except for any lease of real or personal property under which the aggregate annual rental payments do not exceed exceeds $50,000; 5,000; (gxi) lease or agreement under which CII or any Subsidiary it is lessor of of, or permits any third party to hold or operate operate, any property, real or personal, owned or controlled by CII or any Subsidiary; for which the annual rental exceeds $5,000; (hxii) contract or group of related contracts, excluding all purchase orders, contracts with the same party for the purchase of products or services under which the undelivered balance of such products or services is in excess of $25,000; (xiii) contract or group of affiliated parties related contracts with the performance same party for the sale of products or services under which involves consideration the undelivered balance of such products or services has a sales price in excess of $25,000; (xiv) contract or group of related contracts with the same party (other than any contract or group of related contracts for the purchase or sale of products or services) continuing over a period of more than six months from the date or dates thereof, not terminable by it on 30 days' or less notice without penalty and involving more than $25,000; (xv) contract which prohibits the Company from freely engaging in business anywhere in the world; (xvi) contract for the distribution of the Company's products (including any distributor, sales and original equipment manufacturer contract); (xvii) franchise agreement; (xviii) license agreement or agreement providing for the payment or receipt of royalties or other compensation by the Company in connection with the intellectual property rights listed under the caption referencing Section 2.16 hereof in the Disclosure Schedule; (xix) contract or commitment for capital expenditures in excess of $50,000; ; (ixx) assignment, license, indemnification or agreement with respect to for the sale of any intangible property capital asset in excess of $50,000; (including, without limitation, any material intellectual property), excluding purchase orders; (jxxi) warranty agreement with respect to its services rendered or its products sold or leased; (k) sales, distribution or franchise agreement; (l) contract, agreement or other arrangement contract with any officer, director, stockholder, employee or affiliate, or any affiliate of any officer, director, stockholder or employee; (m) contract or agreement prohibiting it from freely engaging which in any business way relates to the Company (other than for employment on customary terms); or competing anywhere in the world; (nxxii) agreement with a term of more than six months which is not terminable by CII or any Subsidiary upon less than 30 days notice without penalty; or (o) any other agreement which is either material to its operations and the Company's business prospects or involves a consideration was not entered into in excess the ordinary course of $50,000 annually. All of the contracts, agreements and instruments set forth on the Schedule 5.14 are valid, binding and enforceable in accordance with their ------------- respective terms in all material respects. CII and each Subsidiary have materially business. (b) The Company has performed all obligations required to be performed by them it in connection with the contracts or commitments required to be disclosed in the Disclosure Schedule under the caption referencing this Section 2.15 and are to the actual knowledge of the Sellers is not in material default under or in material breach of nor in receipt of any claim notice of material default or breach under any contract, agreement contract or instrument commitment required to which CII or any Subsidiary is subjectbe disclosed under such caption; and the Sellers have 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 CII or any Subsidiary under any contract, agreement or instrument to which CII or any Subsidiary is subject; neither CII nor any Subsidiary has Knowledge actual knowledge of any breach or anticipated breach by the any other parties to any contract, agreement, instrument or commitment to which it is a party; and neither CII nor any Subsidiary is a party to any materially adverse contract or commitment. The New Investors have commitment required to be disclosed. (c) Prior to the date of this Agreement, Buyer has been given access to supplied with a true and correct copy of each of the written instrumentscontract or commitment, plans, contracts and agreements and an accurate a written description of each of the oral arrangementscontract or commitment, contracts and agreements which are referred to on under the Schedule 5.14caption referencing this Section 2.15 in the Disclosure Schedule, together with all amendments, waivers or other ------------- material changes thereto.

Contracts and Commitments. Except as contemplated by ------------ ------------------------- this Agreement or as set forth on the attached Schedule 5.14SCHEDULE 3.1(H) hereto, neither CII the Seller nor ------------- any Subsidiary Cephalon is a party to or bound by any written or oral: (ai) pensionagreement, profit sharing, stock option, employee stock purchase contract or other plan or arrangement providing for deferred or other compensation to employees or any other employee benefit plan or arrangement, or any collective bargaining agreement or any other contract with any labor union, or severance agreements, programs, policies or arrangements; (b) contract commitment for the employment of any officerperson, individual employee or other Person on a full-timeincluding any consultant, part-time, consulting or other basis providing annual compensation employed at the Facilities in excess connection with the conduct of $100,000 or contract relating to loans to officers, directors or affiliatesthe Seller's business; (cii) contract under which CII agreement, contract, commitment or arrangement with any Subsidiary has advanced labor union or loaned any other Person amounts in representative of employees relating to the aggregate exceeding $50,000Facilities or the Purchased Assets; (diii) agreement or indenture relating to borrowed money or loan agreements and other indebtedness or debt instruments that in any manner encumber any of the mortgaging, pledging or otherwise placing a lien on any material asset or material group of assets of CII and its SubsidiariesPurchased Assets; (eiv) guarantee of any obligation (other than by CII of a Subsidiary's debts or a guarantee by a Subsidiary of CII's debts or another Subsidiary's debts); (f) lease or agreement under which CII or any Subsidiary is lessee of or holds or operates any propertyagreement, real or personal, owned by any other party, except for any lease of real or personal property under which the aggregate annual rental payments do not exceed $50,000; (g) lease or agreement under which CII or any Subsidiary is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by CII or any Subsidiary; (h) contract or group commitment relating to the Facilities or the Purchased Assets not otherwise required to be listed on SCHEDULE 3.1(H) hereto or not required to be listed by virtue of related contracts, excluding all purchase orders, with the same party or group another provision of affiliated parties the performance of which involves consideration in excess of $50,000; (i) assignment, license, indemnification or agreement with respect to any intangible property (including, without limitation, any material intellectual propertythis SECTION 3.1(H), excluding purchase orders; (j) warranty agreement with respect to its services rendered or its products sold or leased; (k) sales, distribution or franchise agreement; (l) contract, agreement or other arrangement with any officer, director, stockholder, employee or affiliate, or any affiliate of any officer, director, stockholder or employee; (m) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the world; (n) agreement with and continuing over a term period of more than six months from the date hereof or exceeding with respect to the Facilities or the Purchased Assets, $10,000 in value; (v) conditional sale agreement or lease under which the Seller is not terminable by CII either purchaser, lessor or lessee relating to the Purchased Assets or any Subsidiary upon less than 30 days notice without penalty; orproperty at which Purchased Assets are located; (ovi) commitment or agreement for any other agreement which is material to its operations and business prospects capital expenditure or involves a consideration leasehold improvement in excess of $50,000 annually. All 25,000 relating to the Facilities or the Purchased Assets; (vii) agreement, contract or commitment relating to the Facilities or the Purchased Assets limiting or restraining the Seller or Cephalon or any successor thereto, to the best of the Seller's and Cephalon's knowledge, from using or operating the Purchased Assets in any legal manner, nor, to the Seller's or Cephalon's knowledge, is any employee of the Seller engaged in the use of the Purchased Assets subject to any such agreement, contract or commitment; and (viii) license, franchise or distributorship agreement relating to the Facilities or the Purchased Assets. Except as may be disclosed on SCHEDULE 3.1(H), each of the agreements, contracts, agreements commitments, leases, plans and instruments set forth other instruments, documents and undertakings listed on SCHEDULE 3.1(H) under which the Schedule 5.14 are valid, binding Purchaser is to acquire rights or obligations hereunder is valid and enforceable in accordance with their ------------- respective terms its terms, except as may be limited by bankruptcy laws and other similar laws affecting the rights of creditors generally and principles of equity; the Seller and Cephalon are in all material respects. CII compliance with the provisions thereof; neither the Seller nor Cephalon is, and each Subsidiary have materially performed all obligations required to be performed by them and are not the Seller's or Cephalon's knowledge no other party thereto is, in material default under in the performance, observance or in material breach of nor in receipt fulfillment of any claim of material default obligation, covenant or breach under any contractcondition contained therein, agreement or instrument to which CII or any Subsidiary is subject; and no event has occurred which with the passage of time or without the giving of notice or both lapse of time, or both, would result constitute a default thereunder. Except as set forth on SCHEDULE 3.1(H), no written or oral agreement, contract or commitment described in a material defaultSCHEDULE 3.1(H), breach or event of noncompliance by CII or any Subsidiary under any contract, agreement or instrument to which CII or any Subsidiary is subject; neither CII nor any Subsidiary has Knowledge requires the consent of any breach or anticipated breach by the other parties to any contract, agreement, instrument or commitment to which it is a party; and neither CII nor any Subsidiary is a party to any materially adverse contract or commitment. The New Investors have been given access to a true and correct copy of each of its assignment in connection with the written instruments, plans, contracts and agreements and an accurate description of each of the oral arrangements, contracts and agreements which are referred to on the Schedule 5.14, together with all amendments, waivers or other ------------- changes theretotransactions contemplated hereby.

Contracts and Commitments. Except as contemplated by ------------ ------------------------- this Agreement or as set Section 4.14 of the Disclosure Schedules sets forth on a list of all of the attached Schedule 5.14, neither CII nor ------------- following Contracts to which any Subsidiary Acquired Company is a party to as of the date hereof or bound by which any written Acquired Company or oral:its respective assets are bound, other than the Plans (each, a “Material Contract”): (a) pensionContracts under which any Acquired Company has, profit sharingdirectly or indirectly, stock optionmade any advance or extension of credit, employee stock purchase borrowed or other plan or arrangement providing for deferred or other compensation to employees or any other employee benefit plan or arrangementloaned money, or any collective bargaining agreement note, bond, indenture, mortgage, installment obligation or other evidence of Indebtedness for borrowed or loaned money to, any Person (other than in any other Acquired Company), together with any Hedging Agreement related thereto or any other contract with guarantee of such Indebtedness, in each case, relating to amounts in excess of one million dollars ($1,000,000); provided, however, that this clause (a) does not apply to Loans made, acquired or incurred by any labor unionAcquired Company in the ordinary course of business or any loans made, acquired or severance agreements, programs, policies or arrangementsincurred by any Securitization Entities; (b) contract for Contracts pursuant to which any Acquired Company has sold or acquired any Loans or Past Loans, including any such Contracts entered into in connection with any repurchase financing transactions, in each case solely to the employment of extent any officer, individual employee outstanding obligations (contingent or other Person on a full-time, part-time, consulting or other basis providing annual compensation in excess of $100,000 or contract relating to loans to officers, directors or affiliatesotherwise) remain under such Contracts; (c) contract under which CII or Contracts entered into in connection with any Subsidiary has advanced or loaned securitization vehicles, sponsored by any other Person amounts in the aggregate exceeding $50,000Acquired Company; (d) agreement Contracts pursuant to which any Acquired Company may be required to purchase or indenture relating to borrowed money repurchase any Loan or other indebtedness or the mortgaging, pledging or otherwise placing a lien on any material asset or material group of assets of CII and its SubsidiariesPast Loan; (e) guarantee of any obligation (other than by CII of a Subsidiary's debts or a guarantee by a Subsidiary of CII's debts or another Subsidiary's debts)Servicing Contract; (f) lease employment agreements with respect to the senior executive officers of the Acquired Companies and employees earning or agreement under which CII reasonably expected to earn compensation in excess of two hundred and fifty thousand dollars ($250,000) per year, that are not terminable at will or any Subsidiary is lessee of on thirty (30) days or holds or operates any property, real or personal, owned less notice by any other party, except for any lease of real or personal property under which the aggregate annual rental payments do not exceed $50,000Acquired Companies without penalty; (g) lease all employment agreements or agreement under which CII or termination agreements with current and former employees, providing for (A) any Subsidiary is lessor “change of or permits control” payment related to the consummation of the transactions contemplated hereby, and (B) any third party severance payments upon termination of employment, in each case, that will not be paid in full prior to hold or operate any property, real or personal, owned or controlled by CII or any SubsidiaryClosing; (h) contract any agreements with any current or group former manager, director, officer or employee of related contractsany Acquired Company that provide for any increased or accelerated benefits solely as a result of a “change of control” of the Acquired Companies whether or not employment is terminated by any Acquired Company (or such employee) in connection with or following a “change of control” or that provides for employment that is not “at will”, excluding all purchase ordersin each case, with the same party or group of affiliated parties the performance of which involves consideration that is currently in excess of $50,000effect; (i) assignmentContracts, licensecommitments or arrangements containing any terms that require any Acquired Company to do business with the Contract party on an exclusive basis, indemnification covenant limiting in any material respect the ability of any Acquired Company to engage in any line of business or agreement in any geographical location or to compete with any business or Person, other than (x) agreements with vendors restricting use of their products in competition with such vendors, (y) the Securitization Indentures with respect to any intangible property U.S. and European risk retention matters, and (including, without limitation, any material intellectual property), excluding purchase ordersz) as set forth in the agreements pertaining to the Repo Credit Facilities; (j) warranty agreement Contracts with respect to any Seller or any of its services rendered Affiliates (other than an Acquired Company) or its products sold any officer, director or leasedemployee of any such Person (other than any Plan); (k) saleslease, distribution sublease or franchise agreementsimilar Contract pursuant to which (A) real property is leased to or from any Acquired Company or (B) Personal Property is leased to or from any Acquired Company providing for payments in excess of one hundred thousand dollars ($100,000) per year during the term of the lease; (l) contractguarantees, agreement suretyships, loss sharing arrangements or other arrangement with any officer, director, stockholder, employee or affiliate, or any affiliate comparable contingent agreements of any officer, director, stockholder or employeeAcquired Company involving underlying obligations of not less than one million dollars ($1,000,000); (m) contract any Contract creating any joint venture or agreement prohibiting it from freely engaging in partnership to which any business or competing anywhere in the worldAcquired Company is a party; (n) agreement with any Contract entered into since July 17, 2017 that provides for (A) any merger or business combination concerning any Acquired Company, (B) the acquisition by any Acquired Company of a term material amount of more capital stock or assets of any other Person, other than six months which is not terminable in the ordinary course of business, or (C) the disposition by CII any Acquired Company of all or a material amount of its assets to any Subsidiary upon less other Person, other than 30 days notice without penalty; orin the ordinary course of business, or the grant of any preferential rights to purchase any such material asset or requiring the Consent of any party to the transfer thereof; (o) any management, consulting or other agreement similar Contract with any Person for which any Acquired Company is obligated to pay an amount in excess of one hundred thousand dollars ($100,000) per year over the life of the contract during 2019 and thereafter, in any such case, that requires any Acquired Company to use such Person on an exclusive basis and that is not terminable at will or on thirty (30) days or less notice by such Acquired Company without penalty; (p) any Contract that constitutes or governs or provides credit support for a swap, cap, floor, collar, option, futures or forward contract, foreign exchange contract, currency swap, principal only trade, treasury trade, or other similar arrangement, other than those entered into in the ordinary course of business consistent with past practice; (q) any Contract that prohibits the pledging of the equity interests of any Acquired Company or prohibits the issuance of guarantees by any Acquired Company; (r) any Contract that grants any right of first refusal or right of first offer or similar right with respect to any Acquired Company to third parties or that limits or purports to limit the ability of any Acquired Company to pledge, sell, transfer or otherwise dispose of any material amounts of assets other than in the ordinary course of business; (s) any Contract with any Governmental Authority; (t) any material Contract to which any Acquired Company is a party that is not made in the ordinary course of business and not otherwise disclosed pursuant to this Section 4.14; (u) any Contract pursuant to which any Acquired Company has been granted any license under, in or to, or has otherwise received or acquired any right, title or interest to Company Intellectual Property or Company Licensed IP, other than off-the-shelf, commercially available software licensed pursuant to standard form agreements not involving payments or compensation in excess of one hundred thousand dollars ($100,000) per year; (v) any other Contracts involving aggregate annual expenditures or revenues in excess of one hundred thousand dollars ($100,000); and (w) any other Contract of any Acquired Company that is material to its operations or critical to the operation of the business of such entity. With respect to all Material Contracts, (i) no Acquired Company, nor, to the Company’s Knowledge, any other party to any such Material Contract, is in breach thereof in any material respect and business prospects or involves (ii) to the Company’s Knowledge, no event has occurred with respect to an Acquired Company that is reasonably likely to result in a consideration material breach of such Material Contract. No Acquired Company has received any written notice, asserting any breach in excess of $50,000 annuallyany material respect under any Material Contract by such Acquired Company. All of the contracts, agreements and instruments set forth on the Schedule 5.14 Material Contracts are valid, binding and in full force and effect and are enforceable by the applicable Acquired Company party thereto in accordance with their ------------- respective terms in all material respects. CII and each Subsidiary have materially performed all obligations required to terms, except that the enforceability thereof may be performed by them and are not in material default under or in material breach of nor in receipt of any claim of material default or breach under any contract, agreement or instrument to which CII or any Subsidiary 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 CII or any Subsidiary under any contract, agreement or instrument to which CII or any Subsidiary is subject; neither CII nor any Subsidiary has Knowledge of any breach or anticipated breach limited by the other parties to any contract, agreement, instrument or commitment to which it is a party; and neither CII nor any Subsidiary is a party to any materially adverse contract or commitment. The New Investors have been given access to a true and correct copy of each of the written instruments, plans, contracts and agreements and an accurate description of each of the oral arrangements, contracts and agreements which are referred to on the Schedule 5.14, together with all amendments, waivers or other ------------- changes theretoEnforceability Exceptions.

Contracts and Commitments. (a) Except as filed as an exhibit to Company’s SEC Reports, set forth on Schedule 3.15, or except as contemplated by ------------ ------------------------- this Agreement or as set forth on the attached Schedule 5.14Agreement, neither CII Company, nor ------------- any Subsidiary the Company Subsidiaries, nor the entities listed on Schedule 3.1(b) is a party to or bound by any oral or written contract, obligation or oralcommitment of any type in any of the following categories: (ai) pensionagreements or arrangements that contain severance pay, profit sharingunderstandings 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 commitments currently in force relating to the disposition or acquisition of assets other than in the ordinary course of business, 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, under which the aggregate payments for the past 12 months exceeded $250,000, which are with sole or single source suppliers; (v) guarantees or other agreements, contracts or commitments under which Company or any of the Company Subsidiaries is absolutely or contingently liable for (A) the performance of any other Person, firm or corporation (other than Company or the Company Subsidiaries), (B) the whole or any part of the indebtedness or liabilities of any other Person, firm or corporation (other than Company or the Company Subsidiaries), or (C) indemnification obligations to officers and directors; (vi) powers of attorney authorizing the incurrence of a material obligation on the part of Company or the Company Subsidiaries; (vii) agreements, contracts or commitments which limit or restrict (A) where Company or any of the Company 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 Company or any of the Company Subsidiaries; (viii) agreements, contracts or commitments, under which the aggregate payments or receipts for the past 12 months exceeded $250,000, containing any agreement with respect to a change of control of Company or any of the Company Subsidiaries; (ix) agreements, contracts or commitments for the borrowing or lending of money, or the availability of credit (except credit extended by Company or any of the Company Subsidiaries to customers in the ordinary course of business and consistent with past practice); (x) any hedging, option, employee stock purchase derivative or other plan similar transaction and any foreign exchange position or arrangement providing contract for deferred the exchange of currency; or (xi) any agreement, contract or other compensation commitment otherwise required to employees be filed as an exhibit to a periodic report under the Exchange Act, as provided by Rule 601 of Regulation S-K promulgated under the Exchange Act. Notwithstanding the foregoing, Schedule 3.15 shall not include any agreements or any other employee benefit plan or arrangementcontracts with respect to proprietary customer and sales information including the identity of and information regarding distributors, or any collective bargaining resellers, partners and end users and information regarding sales dollars, sales volumes and product revenues not publicly available. Each contract, agreement or any other contract with any labor union, or severance agreements, programs, policies or arrangements;commitment of the type described in this Section 3.15 is referred to herein as a “Company Contract” and each such Company Contract identified in Section 3.15(a)(i) through Section 3.15(a)(xi) is identified by name and date on Schedule 3.15(a) to the Company Disclosure Statement. (b) contract for Neither Company nor any of the employment Company Subsidiaries, nor to the knowledge 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 contract relating to loans to officers, directors or affiliates; (c) contract under which CII or any Subsidiary has advanced or loaned Company any other Person amounts in the aggregate exceeding $50,000; (d) agreement or indenture relating to borrowed money or other indebtedness or the mortgaging, pledging or otherwise placing a lien on any material asset or material group of assets of CII and its Subsidiaries; (e) guarantee of any obligation (other than by CII of a Subsidiary's debts or a guarantee by a Subsidiary of CII's debts or another Subsidiary's debts); (f) lease or agreement under which CII or any Subsidiary is lessee of or holds or operates any property, real or personal, owned by any other party, except for any lease of real or personal property under which the aggregate annual rental payments do not exceed $50,000; (g) lease or agreement under which CII or any Subsidiary is lessor of or permits any third party to hold a Company Contract, has breached, violated or operate any property, real or personal, owned or controlled by CII or any Subsidiary; (h) contract or group of related contracts, excluding all purchase orders, with the same party or group of affiliated parties the performance of which involves consideration in excess of $50,000; (i) assignment, license, indemnification or agreement with respect to any intangible property (including, without limitation, any material intellectual property), excluding purchase orders; (j) warranty agreement with respect to its services rendered or its products sold or leased; (k) sales, distribution or franchise agreement; (l) contract, agreement or other arrangement with any officer, director, stockholder, employee or affiliatedefaulted under, or received notice that it has breached, violated or defaulted under, (nor does there exist any affiliate of any officercondition under which, director, stockholder or employee; (m) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the world; (n) agreement with a term of more than six months which is not terminable by CII or any Subsidiary upon less than 30 days notice without penalty; or (o) any other agreement which is material to its operations and business prospects or involves a consideration in excess of $50,000 annually. All of the contracts, agreements and instruments set forth on the Schedule 5.14 are valid, binding and enforceable in accordance with their ------------- respective terms in all material respects. CII and each Subsidiary have materially performed all obligations required to be performed by them and are not in material default under or in material breach of nor in receipt of any claim of material default or breach under any contract, agreement or instrument to which CII or any Subsidiary is subject; no event has occurred which with the passage of time or the giving of notice or both would result both, could reasonably be expected to cause such a breach, violation or default under), any Company Contract, other than any breaches, violations or defaults which have not had, or could not reasonably be expected to have, individually or in the aggregate, a material defaultCompany Material Adverse Effect. (c) Each Company Contract is a valid, breach or event binding and enforceable obligation of noncompliance by CII or any Subsidiary under any contractCompany and to the knowledge of Company, agreement or instrument to which CII or any Subsidiary is subject; neither CII nor any Subsidiary has Knowledge of any breach or anticipated breach by the other party or parties thereto, in accordance with its terms, and in full force and effect, except where the failure to any contractbe valid, agreementbinding, instrument enforceable and in full force and effect has not had, or commitment could not reasonably be expected to which it is have, individually or in the aggregate, a party; Company Material Adverse Effect and neither CII nor any Subsidiary is a party to any materially adverse contract the extent enforcement may be limited by applicable bankruptcy, insolvency, moratorium or commitment. The New Investors have been given access to a true other laws affecting the enforcement of creditors’ rights governing or by general principles of equity. (d) An accurate and correct complete copy of each of the written instruments, plans, Company Contract (other than agreements or contracts and agreements and an accurate description of each of the oral arrangements, contracts and agreements which are referred with respect to on the Schedule 5.14, together with all amendments, waivers or other ------------- changes theretotechnology related information that is not publicly available) has been made available (including via ▇▇▇▇▇) to Parent.

Contracts and Commitments. (a) Except as for (i) this Agreement and the agreements and transactions specifically contemplated by ------------ ------------------------- this Agreement or as set forth on Agreement, and (ii) the attached Schedule 5.14agreement entered into by the Parent with Millennium Strategic Consulting, LLC to raise additional capital, neither CII Parent nor ------------- any Subsidiary Merger Sub is a party to or bound by any written or oralsubject to: (ai) pension, profit sharing, stock option, employee stock purchase any agreement or other plan commitments requiring any payments or arrangement providing for deferred performance of services by Parent or Merger Sub; (ii) any agreement or other compensation commitments containing covenants limiting the freedom of Parent or Merger Sub to employees compete in any line of business or with any Person or in any geographic location or to use or disclose any information in their possession; (iii) any license agreement (as licensor or licensee) or royalty agreement; (iv) any agreement of indemnification, other employee benefit plan or arrangement, or than indemnification rights granted in the Bylaws of Parent; (v) any collective bargaining agreement or undertaking pursuant to which Parent is: (A) borrowing or is entitled to borrow any other contract money; (B) lending or has committed itself to lend any money; or (C) a guarantor or surety with respect to the obligations of any labor union, or severance agreements, programs, policies or arrangementsPerson; (vi) any powers of attorney granted by Parent; and (vii) any leases of real property. (b) contract for the employment Parent is not in violation or breach of any officermaterial contract. There does not exist any event or condition that, individual employee after notice or other Person on a full-timelapse of time or both, part-time, consulting or other basis providing annual compensation in excess would constitute an event of $100,000 or contract relating to loans to officers, directors or affiliates; (c) contract under which CII or any Subsidiary has advanced or loaned any other Person amounts in the aggregate exceeding $50,000; (d) agreement or indenture relating to borrowed money or other indebtedness or the mortgaging, pledging or otherwise placing a lien on any material asset or material group of assets of CII and its Subsidiaries; (e) guarantee of any obligation (other than by CII of a Subsidiary's debts or a guarantee by a Subsidiary of CII's debts or another Subsidiary's debts); (f) lease or agreement under which CII or any Subsidiary is lessee of or holds or operates any property, real or personal, owned by any other party, except for any lease of real or personal property under which the aggregate annual rental payments do not exceed $50,000; (g) lease or agreement under which CII or any Subsidiary is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by CII or any Subsidiary; (h) contract or group of related contracts, excluding all purchase orders, with the same party or group of affiliated parties the performance of which involves consideration in excess of $50,000; (i) assignment, license, indemnification or agreement with respect to any intangible property (including, without limitation, any material intellectual property), excluding purchase orders; (j) warranty agreement with respect to its services rendered or its products sold or leased; (k) sales, distribution or franchise agreement; (l) contract, agreement or other arrangement with any officer, director, stockholder, employee or affiliate, or any affiliate of any officer, director, stockholder or employee; (m) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the world; (n) agreement with a term of more than six months which is not terminable by CII or any Subsidiary upon less than 30 days notice without penalty; or (o) any other agreement which is material to its operations and business prospects or involves a consideration in excess of $50,000 annually. All of the contracts, agreements and instruments set forth on the Schedule 5.14 are valid, binding and enforceable in accordance with their ------------- respective terms in all material respects. CII and each Subsidiary have materially performed all obligations required to be performed by them and are not in material default under or in material breach of nor in receipt of any claim of material default or breach under any contractmaterial contract on the part of Parent or, agreement to the knowledge of Parent, any other party thereto or instrument to which CII would permit the modification, cancellation or termination of any material contract or result in the creation of any lien upon, or any Subsidiary is subject; no event person acquiring any right to acquire, any assets of Parent or Merger Sub. Parent has occurred which with not received in writing any claim or threat that Parent or Merger Sub has breached any of the passage terms and conditions of time any material contract. (c) The consent of, or the giving delivery of notice to or both would result in filing with, any party to a material default, breach contract is not required for the execution and delivery by Parent and Merger Sub of this Agreement or event of noncompliance by CII or any Subsidiary under any contract, agreement or instrument to which CII or any Subsidiary is subject; neither CII nor any Subsidiary has Knowledge of any breach or anticipated breach by the other parties to any contract, agreement, instrument or commitment to which it is a party; and neither CII nor any Subsidiary is a party to any materially adverse contract or commitment. The New Investors have been given access to a true and correct copy of each consummation of the written instruments, plans, contracts and agreements and an accurate description of each of transactions contemplated under the oral arrangements, contracts and agreements which are referred to on the Schedule 5.14, together with all amendments, waivers or other ------------- changes theretoAgreement.

Contracts and Commitments. (a) Except as contemplated by ------------ ------------------------- this Agreement or as set forth on Section 4.10(a) of the attached Schedule 5.14DV Disclosure Letter, neither CII nor ------------- any Subsidiary no DV Entity is a party to or bound by any written or oralany: (ai) pension, profit sharing, stock option, employee stock purchase or other plan or arrangement providing for deferred or other compensation to employees or any other employee benefit plan or arrangement, or any collective bargaining agreement or any other contract with any labor union, or severance agreements, programs, policies or arrangementsCBA; (bii) contract for the employment of any officerContract, individual employee or other Person on a full-time, part-time, consulting or other basis providing annual compensation in excess of $100,000 or contract relating to loans to officers, directors or affiliates; (c) contract under which CII or any Subsidiary has advanced or loaned any other Person amounts in the aggregate exceeding $50,000; (d) agreement or indenture relating to borrowed money any Indebtedness or other indebtedness or the to mortgaging, pledging or otherwise placing a lien Lien on any material asset portion of their properties or material group of assets (A) pursuant to which, any DV Entity has incurred or may incur Indebtedness exceeding the Threshold Amount for which any DV Entity will be liable following the Closing, or (B) relating to any Liens on assets of CII and its Subsidiariesany DV Entity; (eiii) guarantee guaranty of any obligation (Indebtedness or other than by CII of a Subsidiary's debts or a guarantee by a Subsidiary of CII's debts or another Subsidiary's debts)material guaranty; (fiv) Contract, lease or agreement under which CII or any Subsidiary it is lessee of of, or holds holds, uses or operates any property, real or personal, personal property or assets owned by any other party, except for any lease of real or personal property under which the aggregate annual rental payments do not exceed $50,000or payment commitment exceeds the Threshold Amount; (gv) lease or agreement under which CII or any Subsidiary is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by CII or any Subsidiary; (h) contract Contracts or group of related contractsContracts with any Top Customer or any Top Supplier; (vi) Contracts or agreements relating to the acquisition or disposition (whether by merger, excluding sale of equity, sale of assets or otherwise) of any Person or business or the equity or substantially all purchase ordersof the assets of any Person by any DV Entity since January 1, 2022 or the future acquisition or disposition (whether by merger, 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 DV Entity or, pursuant to which any DV Entity has any continuing “earn out” or other contingent payment obligations or any surviving material indemnification obligations; (vii) 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 DV Entity 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 with fees of less than the same Threshold Amount per year), (B) Contract pursuant to which a third party licenses, or group is permitted to use or register, or granted any other rights under, any DV-Owned IP Rights (other than non-exclusive licenses granted by a DV Entity to customers in the Ordinary Course of affiliated parties the performance of which involves consideration Business), or (C) Contract affecting any DV Entity’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; (ix) distribution, sales representative, marketing or similar Contract or agreement that required any DV Entity to make commission payments under such agreement in excess of $50,000the Threshold Amount during the twelve (12)-month period ended on the Balance Sheet Date; (ix) assignment, license, indemnification Contract or agreement with respect pursuant to which any intangible property (includingDV Entity would be required to make, without limitationin the aggregate, any material intellectual property), excluding purchase orderscapital expenditures in excess of the Threshold Amount; (jxi) warranty Contract or agreement that (a) materially limits the ability of any DV Entity 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 DV Entity in any material respect to its services rendered or its products sold or leased(other than non-disclosure agreements entered into in the Ordinary Course of Business); (kxii) salesContract or agreement that contains “most-favored-nation” obligations or restrictions, distribution or franchise agreementrights of first refusal or offer or any similar requirement or right, in each case binding any DV Entity in favor of any third party; (lxiii) contractContract or agreement where any DV Entity is subject to a requirement of exclusive dealing or any similar exclusivity obligation; (xiv) any interest, currency or hedging derivatives or similar Contracts; (xv) Contract or agreement that limits the incurrence of Indebtedness or the declaration or payment of any dividends or other distributions; (xvi) Contract or agreement that involves payment to or by any DV Entity in excess of the Threshold Amount annually; (xvii) Contract or agreement whose termination (other than those termination by passage of time) would have a DV Material Adverse Effect; (xviii) management agreement or other arrangement Contract for the employment or engagement of any Service Provider on a full time, part time, consulting or other basis that: (A) provides for annual compensation (whether cash and/or otherwise) which may exceed $150,000, (B) provides for the payment of any cash or other compensation or benefits upon or in connection with the consummation of the Transactions, (C) provides for the payment of any cash or other compensation or benefits related to a retention, severance, transaction-based or change in control bonus or other similar Contract with any officer, director, stockholder, employee Service Provider or affiliate, (D) restricts any DV Entity’s ability to terminate the employment or any affiliate engagement of any officer, director, stockholder Service Provider at any time for any lawful reason or employee; (m) contract for no reason without penalty or agreement prohibiting it from freely engaging in any business or competing anywhere in the world; (n) agreement with a term of more than six months which is not terminable by CII or any Subsidiary upon less than 30 days notice without penaltyLiability; or (oxix) any other Contract or agreement which is material that relates to its operations and business prospects or involves a consideration in excess of $50,000 annually. All of the contracts, agreements and instruments set forth on the Schedule 5.14 are valid, binding and enforceable in accordance with their ------------- respective terms in all material respects. CII and each Subsidiary have materially performed all obligations required to be performed by them and are not in material default under or in material breach of nor in receipt settlement of any claim Action (A) with any Governmental Authority since the Look-back Date; (B) that materially restricts or imposes obligations upon any DV Entity; or (C) requires payment by a DV Entity of material default or breach under any contract, agreement or instrument to which CII or any Subsidiary is subject; no event has occurred which with more than the passage Threshold Amount after the date hereof. (b) Each Contract described in clauses (i) through (xix) of time or the giving of notice or both would result in a material default, breach or event of noncompliance by CII or any Subsidiary under any contract, agreement or instrument to which CII or any Subsidiary is subject; neither CII nor any Subsidiary has Knowledge of any breach or anticipated breach by the other parties to any contract, agreement, instrument or commitment to which it Section 4.10(a) is a party; and neither CII nor any Subsidiary is a party “Material Contract”. DV has provided to any materially adverse contract or commitment. The New Investors have been given access to a Goal true and correct copy copies of each of the written instruments, plans, contracts and agreements and an accurate description of each of the oral arrangements, contracts and agreements which are referred to on the Schedule 5.14all Material Contracts, together with all supplements, amendments, waivers or other ------------- changes thereto. (c) Neither any DV Entity nor, to DV’s Knowledge, 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 DV Entity, or, to DV’s Knowledge, any counterparty. All Material Contracts are valid and in full force and effect and constitute legal, valid and binding obligations of the applicable DV Entity and, to DV’s Knowledge, each counterparty, and are enforceable against the applicable DV Entity and, to DV’s Knowledge, 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 equity affecting the availability of specific performance and other equitable remedies.

Contracts and Commitments. i. Except as contemplated by ------------ ------------------------- this Agreement or as set forth on the attached Schedule 5.14Target Disclosure Schedule, neither CII nor ------------- the Target (or to the knowledge of the president of the Target, any Subsidiary employee of the Target with respect to the business of the Target) is not a party to or bound by any written or oral: (a1) pension, profit sharing, stock option, employee stock purchase or other plan or arrangement providing for deferred or other compensation to employees or any other employee benefit plan plan, arrangement or arrangementpractice, whether formal or any informal; (2) collective bargaining agreement or any other contract with any labor union, or severance agreements, programs, policies or arrangements; (b3) management agreement, contract for the employment of any officer, individual employee or other Person on a full-time, part-time, consulting or other basis providing annual cash or other compensation in excess of $100,000 50,000 or contract relating to loans to officers, directors providing for the payment of any cash or affiliatesother compensation or benefits upon the consummation of the transactions contemplated hereby; (c4) material contract or agreement requiring the consent of any party thereto upon a change in control of the Target, containing any provision which would result in a modification of any rights or obligations of any party thereunder upon a change in control of the Target or which would provide any party any remedy (including rescission or liquidated damages) in the event of a change in control of the Target; (5) contract under which CII or any Subsidiary it has advanced or loaned monies to any other Person amounts in the aggregate exceeding $50,000or otherwise agreed to advance, loan or invest any funds; (d6) agreement or indenture relating to borrowed money or other indebtedness Indebtedness or the mortgaging, pledging or otherwise placing a lien Lien on any material asset or material group of assets of CII and its Subsidiariesthe Target or any letter of credit arrangements; (e7) guarantee guaranty of any obligation for borrowed money or otherwise (other than by CII endorsements made for collection in the ordinary course of a Subsidiary's debts or a guarantee by a Subsidiary of CII's debts or another Subsidiary's debtsbusiness); (f) 8) lease or agreement under which CII or any Subsidiary the Target is lessee of or holds or operates any property, real or personal, owned by any other partyPerson, except for any lease of real or personal property under which the aggregate annual rental payments do not exceed $50,00025,000; (g9) lease or agreement under which CII or any Subsidiary the Target is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by CII or any Subsidiarythe Target; (h10) license or royalty agreements, other than any license or royalty agreements related to third party off-the-shelf software; (11) nondisclosure or confidentiality agreements, other than such entered into with customers in the ordinary course of business and consistent with past practice; (12) contract or group of related contracts, excluding all purchase orders, contracts with the same party or group of affiliated parties for the performance purchase of raw materials, commodities, supplies, products, equipment or other personal property or for the receipt of services under which involves consideration the undelivered balance of such products and services has a selling price in excess of $50,000; (i13) contract or group of related contracts with the same party or group of affiliated parties for the sale of raw materials, commodities, supplies, products or other personal property or for the furnishing of services under which the undelivered balance of such products or services due from the Target has a selling price in excess of $50,000; (14) other contract or group of related contracts with the same party or group of affiliated parties continuing over a period of more than six months from the date or dates thereof, not terminable by the Target upon 30 days' or less notice without penalty or involving more than $50,000; (15) contract relating to the marketing, sale, advertising or promotion of its products; (16) warranty agreement with respect to products sold or leased (other than any such agreement containing the standard terms and conditions described on the Target Disclosure Schedule corresponding to this Section or indemnity agreement with any supplier under which it is obligated to indemnify such supplier against product liability claims; (17) agreements relating to the ownership of or investments in any business or enterprise, including investments in joint ventures and minority equity investments; (18) assignment, license, indemnification or other agreement with respect to any intangible property (including, without limitation, including any material intellectual propertyIntellectual Property Rights), excluding purchase orders; (j19) warranty agreement with respect to its services rendered under which it has granted any Person any registration rights (including demand or its products sold or leasedpiggyback registration rights); (k20) salesbroker, agent, sales representative, sales or distribution agreement or franchise agreementmaterial agreement relating to the export and/or import of any goods or equipment; (l21) contract, power of attorney or other similar agreement or other arrangement with any officer, director, stockholder, employee or affiliate, or any affiliate grant of any officer, director, stockholder or employeeagency; (m22) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the world; (n) agreement with a term of more than six months which is not terminable by CII or any Subsidiary upon less than 30 days notice without penalty; or (o23) any other agreement which is material to its operations and or business prospects or involves a an annual consideration in excess of $50,000 annually50,000, whether or not in the ordinary course of business, other than any agreement specified by paragraphs (a) through (v) above. ii. All of the contracts, agreements and instruments set forth or required to be set forth on the Target Disclosure Schedule 5.14 corresponding to this Section and with respect to which the Target does or may recognize sales or revenues and all of the material contracts, agreements and instruments set forth or required to be set forth on the Target Disclosure Schedule corresponding to this Section are valid, binding and enforceable in accordance with their ------------- respective terms and shall be in all material respects. CII full force and each Subsidiary have materially performed all obligations required to be performed by them and are not effect in material default under or in material breach of nor in receipt of any claim of material default or breach under any contract, agreement or instrument to which CII or any Subsidiary is subject; no event has occurred which accordance with the passage of time or the giving of notice or both would result in a material default, breach or event of noncompliance by CII or any Subsidiary under any contract, agreement or instrument to which CII or any Subsidiary is subject; neither CII nor any Subsidiary has Knowledge of any breach or anticipated breach by the other parties to any contract, agreement, instrument or commitment to which it is a party; and neither CII nor any Subsidiary is a party to any materially adverse contract or commitment. The New Investors have been given access to a true and correct copy of each their terms upon consummation of the written instruments, plans, contracts transactions contemplated hereby; provided that the representations and agreements and an accurate description of each of the oral arrangements, contracts and agreements which are referred to on the Schedule 5.14, together with all amendments, waivers or other ------------- changes thereto.warranties set

Contracts and Commitments. Except as contemplated by ------------ ------------------------- this Agreement or as set forth on (a) Section 2.13 of the attached Disclosure Schedule 5.14, neither CII nor ------------- any Subsidiary lists the following contracts and other agreements to which each of the Acquired Companies is a party (however, with respect to or bound by any written or oral:contracts with customers of the Acquired Companies, only such contracts pursuant to which revenue has been received within the last three years have been listed): (ai) pensioncustomer agreements, profit sharingincluding agreements relating to the license of software, stock option, employee stock purchase or other plan or arrangement providing for deferred or other compensation to employees or and any other employee benefit plan agreements involving the license of Software or arrangementIntellectual Property by either of the Acquired Companies to a third party so long as such license has generated payments of greater than $50,000 in the last three years or where the total commitment for payment in the future exceeds $50,000; (ii) all reseller or redistribution agreements entered into for the resale of computer hardware or software; and each lease, license or agreement under which either of the Acquired Companies holds or operates any property, real or personal, or any collective bargaining agreement Software or Intellectual Property Rights owned by any other contract with any labor unionparty, or severance agreements, programs, policies or arrangementsthat is material to the operation of the Business; (biii) contract agreements under which either of the Acquired Companies has created, incurred, assumed or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $50,000 or under which it has imposed a Lien on any of its tangible assets, or any leases for real property; (iv) any written agreement for the employment of any officer, individual employee or other Person on a full-full time, part-part time, consulting or other basis providing annual compensation in excess of $100,000 50,000 or contract relating to loans to officers, directors or affiliatesproviding severance benefits; (cv) contract any agreement under which CII or any Subsidiary either of the Acquired Companies has advanced or loaned any other Person amounts in amount to any of its directors, officers and employees outside the aggregate exceeding $50,000;ordinary course of business; and (dvi) agreement or indenture relating to borrowed money agreements for the sale of any capital or other indebtedness or the mortgaging, pledging or otherwise placing a lien on any material asset or material group of assets of CII and its Subsidiaries; (e) guarantee of any obligation (other than by CII of a Subsidiary's debts or a guarantee by a Subsidiary of CII's debts or another Subsidiary's debts); (f) lease or agreement under which CII or any Subsidiary is lessee of or holds or operates any property, real or personal, owned by any other party, except for any lease of real or personal property under which the aggregate annual rental payments do not exceed $50,000; (g) lease or agreement under which CII or any Subsidiary is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by CII or any Subsidiary; (h) contract or group of related contracts, excluding all purchase orders, with the same party or group of affiliated parties the performance of which involves consideration in excess of $50,000;200,000. (ib) assignment, license, indemnification or agreement with respect to any intangible property (including, without limitation, any material intellectual property), excluding purchase orders; (j) warranty agreement with respect to its services rendered or its products sold or leased; (k) sales, distribution or franchise agreement; (l) contract, agreement or other arrangement with any officer, director, stockholder, employee or affiliate, or any affiliate of any officer, director, stockholder or employee; (m) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in To the world; (n) agreement with a term of more than six months which is not terminable by CII or any Subsidiary upon less than 30 days notice without penalty; or (o) any other agreement which is material to its operations and business prospects or involves a consideration in excess of $50,000 annually. All Knowledge of the contractsAcquired Companies, agreements the Acquired Companies and instruments set forth on the Schedule 5.14 are valid, binding and enforceable in accordance with their ------------- respective terms in other party or parties thereto have performed all material respects. CII and each Subsidiary have materially performed all obligations required to be performed by them it in connection with the contracts disclosed in Section 2.13 of the Disclosure Schedule, except where the failure to perform such obligations would not have a Material Adverse Effect, and the Acquired Companies are not in material default under or in material breach of nor in receipt of any written claim of material default or breach under any contract, agreement or instrument to which CII or any Subsidiary 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 CII or any Subsidiary under any contract, agreement or instrument to which CII or any Subsidiary is subject; neither CII nor any Subsidiary has Knowledge of any breach or anticipated breach by the other parties to any contract, agreement, instrument contract or commitment to which it is a party; and neither CII nor any Subsidiary is a party to any materially adverse contract or commitment. The New Investors have been given access to a true and correct copy of each disclosed in Section 2.13 of the written instruments, plans, contracts and agreements and an accurate description of each of the oral arrangements, contracts and agreements which are referred to on the Schedule 5.14, together with all amendments, waivers or other ------------- changes theretoDisclosure Schedule.

Contracts and Commitments. (a) Except as contemplated by ------------ ------------------------- this Agreement or as set forth on Schedule 3.9(a) (those Contracts set forth or required to be set forth on Schedule 3.9(a) collectively, the attached “Material Contracts”), subject to Schedule 5.146.1(b), neither CII the Company nor ------------- any Subsidiary of its Subsidiaries is a party to or bound by any written or oralany: (ai) pension, profit sharing, stock option, employee stock purchase or other plan or arrangement providing for deferred or other compensation to employees or any other employee benefit plan or arrangement, or any collective bargaining agreement or any other contract Contract with any labor union, or severance agreements, programs, policies or arrangements; (bii) contract Contract for the employment of any officer, officer or individual employee or other Person on a full-time, time or part-time, consulting or other time basis providing for annual compensation base salary in excess of $100,000 150,000 (other than employment Contracts terminable by the Company or contract relating its Subsidiary, as applicable, at will and without any obligation to loans to officers, directors pay severance or affiliatesother post-termination consideration); (ciii) contract under which CII Contracts with any Material Customer or any Subsidiary has advanced or loaned any Material Supplier, other Person amounts than (x) purchase orders entered into in the aggregate exceeding $50,000Ordinary Course of Business, (y) change orders (other than change orders that amend an existing Contract with a Material Customer or Material Supplier in a manner which is materially adverse to the Company or its Subsidiaries), or (z) agreements with respect solely to confidentiality of information; (div) agreement Contract with any current or indenture former (to the extent of any ongoing liability) director, officer, employee or other individual service provider providing for severance, retention or change in control payments or benefits; (v) Contracts relating to borrowed the borrowing of money or other indebtedness or the to mortgaging, pledging or otherwise placing a lien Lien on any material asset or material group portion of assets of CII and its Subsidiariestheir assets; (evi) guarantee guaranty of any obligation (for Indebtedness, borrowed money or other than by CII of a Subsidiary's debts or a guarantee by a Subsidiary of CII's debts or another Subsidiary's debts)material guaranty; (fvii) lease or agreement under which CII or any Subsidiary it is lessee of of, or holds or operates any property, real or personal, personal property owned by any other party, except for any lease of real or personal property under which the aggregate annual rental payments do not exceed exceeds $50,000250,000; (gviii) lease Contract prohibiting or agreement under which CII or any Subsidiary is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by CII or any Subsidiary; (h) contract or group of related contracts, excluding all purchase orders, with restricting the same party or group of affiliated parties the performance of which involves consideration in excess of $50,000; (i) assignment, license, indemnification or agreement with respect to any intangible property (including, without limitation, any material intellectual property), excluding purchase orders; (j) warranty agreement with respect to its services rendered Company or its products sold or leased; (k) sales, distribution or franchise agreement; (l) contract, agreement or other arrangement with any officer, director, stockholder, employee or affiliate, or any affiliate of any officer, director, stockholder or employee; (m) contract or agreement prohibiting it Subsidiaries from freely engaging in any business or competing anywhere in the world; (nix) agreement with a term Contract relating to any obligation of more than six months which is not terminable by CII the Company or any Subsidiary upon less of its Subsidiaries with respect to the cleanup, abatement or other obligation or liability in connection with environmental liabilities; (x) Contract with Seller or any Affiliate of Seller, other than 30 days notice without penaltyContracts solely by or among the Company and a Subsidiary; (xi) Contract with any Governmental Authority; (xii) agreements relating to any completed material business acquisition by the Company or any of its Subsidiaries of another Person or the assets thereof; or (oxiii) material license agreement granting a third party a license under material Intellectual Property owned by the Company or any other agreement which is material of its Subsidiaries, or otherwise relating to its operations and business prospects or involves a consideration the use in excess of $50,000 annually. All of the contracts, agreements and instruments set forth on the Schedule 5.14 are valid, binding and enforceable in accordance with their ------------- respective terms in all material respects. CII and each Subsidiary have materially performed all obligations required to be performed by them and are not in material default under or in material breach of nor in receipt Business of any claim of material default or breach under any contract, agreement or instrument third party Intellectual Property. (b) The Company has made available to which CII or any Subsidiary 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 CII or any Subsidiary under any contract, agreement or instrument to which CII or any Subsidiary is subject; neither CII nor any Subsidiary has Knowledge of any breach or anticipated breach by the other parties to any contract, agreement, instrument or commitment to which it is a party; and neither CII nor any Subsidiary is a party to any materially adverse contract or commitment. The New Investors have been given access to Purchaser a true and correct copy of each of the written instruments, plans, contracts and agreements and an accurate description of each of the oral arrangements, contracts and agreements all Contracts which are referred to or required to be referred to on Schedule 3.9(a). (c) All Material Contracts constitute legal, valid and binding obligations of the Schedule 5.14Company or such Subsidiary, together and are enforceable against the Company or such Subsidiary in accordance with all amendmentstheir respective terms, waivers 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. Neither the Company nor any of its Subsidiaries is in material default or other ------------- changes theretobreach under, or in receipt of any written notice of any material default or breach under, any Material Contract.

Contracts and Commitments. Except as contemplated by ------------ ------------------------- this Agreement or as set forth on the attached Schedule 5.14, neither CII nor ------------- any Subsidiary is a party to or bound by any written or oral: (a) SCHEDULE 3.11 hereto lists the following agreements, whether oral or written, to which Chiral Quest is a party, which are currently in effect, and which relate to the operation of Chiral Quest's business: (i) collective bargaining agreement or contract with any labor union; (ii) bonus, pension, profit sharing, stock optionretirement or other form of deferred compensation plan; (iii) hospitalization insurance or other welfare benefit plan or practice, employee whether formal or informal; (iv) stock purchase or other plan or arrangement providing for deferred or other compensation to employees or any other employee benefit plan or arrangement, or any collective bargaining agreement or any other contract with any labor union, or severance agreements, programs, policies or arrangements; stock option plan; (bv) contract for the employment of any officer, individual employee or other Person on a full-time, part-time, time or consulting basis or other basis providing annual compensation in excess of $100,000 or contract relating to loans severance pay for any such Person; (vi) confidentiality agreement; (vii) contract, agreement or understanding relating to officers, directors the voting of Chiral Quest Membership Units or affiliates; the election of managers of Chiral Quest; (c) contract under which CII or any Subsidiary has advanced or loaned any other Person amounts in the aggregate exceeding $50,000; (dviii) agreement or indenture relating to borrowed the borrowing of money or other indebtedness or the to mortgaging, pledging or otherwise placing a lien on any material asset or material group of the assets of CII and its Subsidiaries; Chiral Quest; (eix) guarantee guaranty of any obligation for borrowed money or otherwise; (other than by CII of a Subsidiary's debts or a guarantee by a Subsidiary of CII's debts or another Subsidiary's debts); (fx) lease or agreement under which CII or any Subsidiary Chiral Quest is lessee of of, or holds or operates any property, real or personal, owned by any other party, except for any lease of real or personal property under which the aggregate annual rental payments do not exceed exceeds $50,000; 10,000; (gxi) lease or agreement under which CII or any Subsidiary Chiral Quest is lessor of of, or permits any third party to hold or operate operate, any property, real or personal, owned for which the annual rental exceeds $10,000; (xii) contract which prohibits Chiral Quest from freely engaging in business anywhere in the world; (xiii) license agreement or controlled agreement providing for the payment or receipt of royalties or other compensation by CII or any Subsidiary; Chiral Quest in connection with the intellectual property rights listed in SCHEDULE 3.12 hereto; (hxiv) contract or group of related contracts, excluding all purchase orders, with the same party or group of affiliated parties the performance of which involves consideration commitment for capital expenditures in excess of $50,000; 10,000; (ixv) assignment, license, indemnification or agreement with respect to for the sale of any intangible property capital asset; (including, without limitation, any material intellectual property), excluding purchase orders; (jxvi) warranty agreement with respect to its services rendered or its products sold or leased; (k) sales, distribution or franchise agreement; (l) contract, agreement or other arrangement contract with any officer, director, stockholder, employee or affiliate, or any affiliate of any officer, director, stockholder or employee; (m) contract or agreement prohibiting it from freely engaging Chiral Quest Affiliate thereof which in any business way relates to Chiral Quest (other than for employment on customary terms); or competing anywhere in the world; (nxvii) agreement with a term of more than six months which is not terminable by CII or any Subsidiary upon less than 30 days notice without penalty; or (o) any other agreement which is either material to its operations and Chiral Quest's business prospects or involves a consideration was not entered into in excess the ordinary course of $50,000 annually. All of the contractsbusiness. (b) To Chiral Quest's Knowledge, agreements and instruments set forth on the Schedule 5.14 are valid, binding and enforceable in accordance with their ------------- respective terms in Chiral Quest has performed all material respects. CII and each Subsidiary have materially performed all obligations required to be performed by them it in connection with the contracts or commitments required to be disclosed in SCHEDULE 3.11 hereto and are not in material default under or in material breach of nor in receipt of any claim of material default or breach under any contract, agreement contract or instrument commitment required to which CII be disclosed under such caption; Chiral Quest has no present expectation or intention of not fully performing any Subsidiary is subjectmaterial obligation pursuant to any contract or commitment required to be disclosed under such caption; and Chiral Quest has 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 CII or any Subsidiary under any contract, agreement or instrument to which CII or any Subsidiary is subject; neither CII nor any Subsidiary has Knowledge of any material breach or anticipated breach by the any other parties to any contract, agreement, instrument or commitment to which it is a party; and neither CII nor any Subsidiary is a party to any materially adverse contract or commitment. The New Investors have been given access commitment required to a true and correct copy of each of the written instruments, plans, contracts and agreements and an accurate description of each of the oral arrangements, contracts and agreements which are referred to on the Schedule 5.14, together with all amendments, waivers or other ------------- changes theretobe disclosed under such caption.

Contracts and Commitments. (a) Except as filed as an exhibit to Company’s SEC Reports, set forth on Schedule 3.15, or except as contemplated by ------------ ------------------------- this Agreement or as set forth on the attached Schedule 5.14Agreement, neither CII Company, nor ------------- any Subsidiary the Company Subsidiaries, nor the entities listed on Schedule 3.1(b) is a party to or bound by any oral or written contract, obligation or oralcommitment of any type in any of the following categories: (ai) pensionagreements or arrangements that contain severance pay, profit sharingunderstandings 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 commitments currently in force relating to the disposition or acquisition of assets other than in the ordinary course of business, 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, under which the aggregate payments for the past 12 months exceeded $250,000, which are with sole or single source suppliers; (v) guarantees or other agreements, contracts or commitments under which Company or any of the Company Subsidiaries is absolutely or contingently liable for (A) the performance of any other Person, firm or corporation (other than Company or the Company Subsidiaries), (B) the whole or any part of the indebtedness or liabilities of any other Person, firm or corporation (other than Company or the Company Subsidiaries), or (C) indemnification obligations to officers and directors; (vi) powers of attorney authorizing the incurrence of a material obligation on the part of Company or the Company Subsidiaries; (vii) agreements, contracts or commitments which limit or restrict (A) where Company or any of the Company 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 Company or any of the Company Subsidiaries; (viii) agreements, contracts or commitments, under which the aggregate payments or receipts for the past 12 months exceeded $250,000, containing any agreement with respect to a change of control of Company or any of the Company Subsidiaries; (ix) agreements, contracts or commitments for the borrowing or lending of money, or the availability of credit (except credit extended by Company or any of the Company Subsidiaries to customers in the ordinary course of business and consistent with past practice); (x) any hedging, option, employee stock purchase derivative or other plan similar transaction and any foreign exchange position or arrangement providing contract for deferred the exchange of currency; or (xi) any agreement, contract or other compensation commitment otherwise required to employees be filed as an exhibit to a periodic report under the Exchange Act, as provided by Rule 601 of Regulation S-K promulgated under the Exchange Act. Notwithstanding the foregoing, Schedule 3.15 shall not include any agreements or any other employee benefit plan or arrangementcontracts with respect to proprietary customer and sales information including the identity of and information regarding distributors, or any collective bargaining resellers, partners and end users and information regarding sales dollars, sales volumes and product revenues not publicly available. Each contract, agreement or any other contract with any labor union, or severance agreements, programs, policies or arrangements;commitment of the type described in this Section 3.15 is referred to herein as a "Company Contract” and each such Company Contract identified in Section 3.15(a)(i) through Section 3.15(a)(xi) is identified by name and date on Schedule 3.15(a) to the Company Disclosure Statement. (b) contract for Neither Company nor any of the employment Company Subsidiaries, nor to the knowledge 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 contract relating to loans to officers, directors or affiliates; (c) contract under which CII or any Subsidiary has advanced or loaned Company any other Person amounts in the aggregate exceeding $50,000; (d) agreement or indenture relating to borrowed money or other indebtedness or the mortgaging, pledging or otherwise placing a lien on any material asset or material group of assets of CII and its Subsidiaries; (e) guarantee of any obligation (other than by CII of a Subsidiary's debts or a guarantee by a Subsidiary of CII's debts or another Subsidiary's debts); (f) lease or agreement under which CII or any Subsidiary is lessee of or holds or operates any property, real or personal, owned by any other party, except for any lease of real or personal property under which the aggregate annual rental payments do not exceed $50,000; (g) lease or agreement under which CII or any Subsidiary is lessor of or permits any third party to hold a Company Contract, has breached, violated or operate any property, real or personal, owned or controlled by CII or any Subsidiary; (h) contract or group of related contracts, excluding all purchase orders, with the same party or group of affiliated parties the performance of which involves consideration in excess of $50,000; (i) assignment, license, indemnification or agreement with respect to any intangible property (including, without limitation, any material intellectual property), excluding purchase orders; (j) warranty agreement with respect to its services rendered or its products sold or leased; (k) sales, distribution or franchise agreement; (l) contract, agreement or other arrangement with any officer, director, stockholder, employee or affiliatedefaulted under, or received notice that it has breached, violated or defaulted under, (nor does there exist any affiliate of any officercondition under which, director, stockholder or employee; (m) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the world; (n) agreement with a term of more than six months which is not terminable by CII or any Subsidiary upon less than 30 days notice without penalty; or (o) any other agreement which is material to its operations and business prospects or involves a consideration in excess of $50,000 annually. All of the contracts, agreements and instruments set forth on the Schedule 5.14 are valid, binding and enforceable in accordance with their ------------- respective terms in all material respects. CII and each Subsidiary have materially performed all obligations required to be performed by them and are not in material default under or in material breach of nor in receipt of any claim of material default or breach under any contract, agreement or instrument to which CII or any Subsidiary is subject; no event has occurred which with the passage of time or the giving of notice or both would result both, could reasonably be expected to cause such a breach, violation or default under), any Company Contract, other than any breaches, violations or defaults which have not had, or could not reasonably be expected to have, individually or in the aggregate, a material defaultCompany Material Adverse Effect. (c) Each Company Contract is a valid, breach or event binding and enforceable obligation of noncompliance by CII or any Subsidiary under any contractCompany and to the knowledge of Company, agreement or instrument to which CII or any Subsidiary is subject; neither CII nor any Subsidiary has Knowledge of any breach or anticipated breach by the other party or parties thereto, in accordance with its terms, and in full force and effect, except where the failure to any contractbe valid, agreementbinding, instrument enforceable and in full force and effect has not had, or commitment could not reasonably be expected to which it is have, individually or in the aggregate, a party; Company Material Adverse Effect and neither CII nor any Subsidiary is a party to any materially adverse contract the extent enforcement may be limited by applicable bankruptcy, insolvency, moratorium or commitment. The New Investors have been given access to a true other laws affecting the enforcement of creditors’ rights governing or by general principles of equity. (d) An accurate and correct complete copy of each of the written instruments, plans, Company Contract (other than agreements or contracts and agreements and an accurate description of each of the oral arrangements, contracts and agreements which are referred with respect to on the Schedule 5.14, together with all amendments, waivers or other ------------- changes theretotechnology related information that is not publicly available) has been made available (including via E▇▇▇▇) to Parent.

Contracts and Commitments. Except (a) Other than as contemplated by ------------ ------------------------- this Agreement disclosed in the Parent’s filings with the U. S. Securities and Exchange Commission, Schedule 3.9 hereto lists the following agreements, whether oral or as set forth on the attached Schedule 5.14written, neither CII nor ------------- any Subsidiary to which Parent or MMMB is a party party, which are currently in effect, and which relate to the operation of Parent’s business, or bound by any written or oralwhere applicable, the business of MMMB: (ai) collective bargaining agreement or contract with any labor union; (ii) bonus, pension, profit sharing, stock optionretirement or other form of deferred compensation plan; (iii) hospitalization insurance or other welfare benefit plan or practice, employee whether formal or informal; (iv) stock purchase or other plan or arrangement providing for deferred or other compensation to employees or any other employee benefit plan or arrangement, or any collective bargaining agreement or any other contract with any labor union, or severance agreements, programs, policies or arrangementsstock option plan; (bv) contract for the employment of any officer, individual employee or other Person person on a full-time, part-time, time or consulting basis or other basis providing annual compensation in excess of $100,000 or contract relating to loans to officers, directors or affiliatesseverance pay for any such person; (cvi) contract under which CII or any Subsidiary has advanced or loaned any other Person amounts in the aggregate exceeding $50,000confidentiality agreement; (dvii) contract, agreement or understanding relating to the voting of Parent Common Stock or the election of directors of Parent; (viii) agreement or indenture relating to borrowed the borrowing of money or other indebtedness or the to mortgaging, pledging or otherwise placing a lien on any material asset or material group of the assets of CII and its SubsidiariesParent or MMMB; (eix) guarantee guaranty of any obligation (other than by CII of a Subsidiary's debts for borrowed money or a guarantee by a Subsidiary of CII's debts or another Subsidiary's debts)otherwise; (fx) lease or agreement under which CII Parent or any Subsidiary MMMB is lessee of of, or holds or operates any property, real or personal, owned by any other party, except for any lease of real or personal property under which the aggregate annual rental payments do not exceed exceeds $50,00025,000; (gxi) lease or agreement under which CII Parent or any Subsidiary MMMB is lessor of of, or permits any third party to hold or operate operate, any property, real or personal, owned or controlled by CII or any Subsidiaryfor which the annual rental exceeds $25,000; (hxii) contract which prohibits Parent or MMMB from freely engaging in business anywhere in the world; (xiii) license agreement or agreement providing for the payment or receipt of royalties or other compensation by Parent or MMMB in connection with any intellectual property rights; (xiv) contract or group of related contracts, excluding all purchase orders, with the same party or group of affiliated parties the performance of which involves consideration commitment for capital expenditures in excess of $50,000; (ixv) assignment, license, indemnification or agreement with respect to for the sale of any intangible property (including, without limitation, any material intellectual property), excluding purchase orderscapital asset; (jxvi) warranty agreement contract with respect to its services rendered or its products sold or leased; (k) sales, distribution or franchise agreement; (l) contract, agreement or other arrangement with any officer, director, stockholder, employee or affiliate, or MMMB any affiliate of any officer, director, stockholder or employee; (m) contract or agreement prohibiting it from freely engaging thereof which in any business or competing anywhere in the world; way relates to Parent (n) agreement with a term of more other than six months which is not terminable by CII or any Subsidiary upon less than 30 days notice without penaltyfor employment on customary terms); or (oxvii) any other agreement which is either material to its operations Parent’s business or was not entered into in the ordinary course of business. (b) To Parent’s knowledge: (i) Parent and business prospects or involves a consideration in excess of $50,000 annually. All of the contracts, agreements and instruments set forth on the Schedule 5.14 are valid, binding and enforceable in accordance with their ------------- respective terms in all material respects. CII and each Subsidiary have materially MMMB performed all obligations required to be performed by them and under the contracts or commitments detailed in Schedule 3.9; (ii) neither Parent nor MMMB are not in material default under or in material breach of nor in receipt of any claim of material default or breach under any contractcontract or commitment required to be disclosed under such caption; and (iii) Parent and MMMB, agreement where applicable, have no present expectation or instrument intention of not fully performing any material obligation pursuant to which CII any contract or any Subsidiary is subject; commitment required to be disclosed under such caption. Parent has 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 CII or any Subsidiary under any contract, agreement or instrument to which CII or any Subsidiary is subject; neither CII nor any Subsidiary has Knowledge knowledge of any breach or anticipated breach by the any other parties to any contract, agreement, instrument or commitment to which it is a party; and neither CII nor any Subsidiary is a party to any materially adverse contract or commitment. The New Investors have been given access commitment required to a true and correct copy of each of the written instruments, plans, contracts and agreements and an accurate description of each of the oral arrangements, contracts and agreements which are referred to on the Schedule 5.14, together with all amendments, waivers or other ------------- changes theretobe disclosed under such caption.

Contracts and Commitments. (a) Except as contemplated by ------------ ------------------------- this Agreement or as set forth on Schedule 3.9(a) (collectively, the attached Schedule 5.14“Material Contracts”), as of the date hereof, neither CII the Company nor ------------- any Subsidiary of its Subsidiaries is a party to to, or is otherwise bound by any written or oralby, any: (ai) pension, profit sharing, stock option, employee stock purchase or other plan or arrangement providing for deferred or other compensation to employees or any other employee benefit plan or arrangement, or any collective bargaining agreement or any other contract with any labor union, or severance agreements, programs, policies or arrangementsUnion; (bii) stock purchase, stock option or similar plan; (iii) contract for the employment or engagement of any officer, individual employee or other Person person on a full-time, part-time, temporary, consulting or other basis providing for annual base compensation in excess of $100,000 or contract relating to loans to officers125,000, directors or affiliatesin each case other than contracts terminable by the Company for any reason upon less than thirty (30) days’ notice without incurring any liability; (c) contract under which CII or any Subsidiary has advanced or loaned any other Person amounts in the aggregate exceeding $50,000; (div) agreement or indenture relating to borrowed the borrowing of money or other indebtedness or the to mortgaging, pledging or otherwise placing a lien Lien on any material asset or material group of assets of CII and its Subsidiariestheir assets; (ev) guarantee guaranty of any obligation (for borrowed money or other than by CII of a Subsidiary's debts or a guarantee by a Subsidiary of CII's debts or another Subsidiary's debts)material guaranty; (fvi) lease or agreement under which CII or any Subsidiary it is lessee of of, or holds or operates any property, real or personal, personal property owned by any other party, except for any lease of real or personal property under which the aggregate annual rental payments do not exceed exceeds $50,000100,000; (gvii) lease or agreement under which CII agreements relating to any completed business acquisition by the Company or any Subsidiary is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by CII or any Subsidiaryits Subsidiaries within the last four years; (hviii) contract or group of related contracts, excluding all purchase orders, with the same party or group of affiliated parties the performance of which involves consideration in excess of $50,000; (i) assignment, license, indemnification contract pursuant to which one or agreement with respect to any intangible property (including, without limitation, any material intellectual property), excluding purchase orders; (j) warranty agreement with respect to its services rendered more of the Company or its products sold or leased; (k) sales, distribution or franchise agreement; (l) contract, agreement or other arrangement with any officer, director, stockholder, employee or affiliate, or any affiliate of any officer, director, stockholder or employee; (m) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the world; (n) agreement with a term of more than six months which is not terminable Subsidiaries uses Intellectual Property owned by CII or any Subsidiary upon less than 30 days notice without penalty; or (o) any other agreement which is another Person material to its operations and business prospects the conduct of the Business (excluding (A) shrink-wrap, click-through or involves a consideration similar non-exclusive license agreements, in each case for Software, (x) with total annual payments not in excess of $50,000 annually. All in the aggregate per vendor, (y) is obtained on generally available standard commercial terms, and (z) is not distributed with, incorporated in, or necessary for use or development of, any product or service of the contractsCompany or its Subsidiaries, (B) non-disclosure agreements entered into in the Ordinary Course and instruments set forth (C) non-exclusive license agreements with, consultants and independent contractors of one or more of the Company or its Subsidiaries entered into on the Schedule 5.14 are validCompany’s or its Subsidiaries’ respective standard form(s) (or a substantially similar form) in the ordinary course of business), binding and enforceable in accordance with their ------------- respective terms in all material respects. CII and each Subsidiary have materially performed all obligations required to be performed by them and are not in material default under or in material breach of nor in receipt of (ii) any claim of material default or breach under any contract, agreement or instrument contract pursuant to which CII one or more of the Company or its Subsidiaries grants to another Person the right to use any Subsidiary is subject; no event has occurred which with of the passage of time or Company Intellectual Property (excluding non-exclusive licenses granted to customers in the giving of notice or both would result in a material defaultOrdinary Course), breach or event of noncompliance by CII or any Subsidiary under any contractand (iii) all contracts (including settlement agreements, agreement or instrument co-existence agreements, and consent agreements) to which CII the Company or any Subsidiary is subject; neither CII nor any Subsidiary has Knowledge of any breach or anticipated breach by the other parties to any contract, agreement, instrument or commitment to which it is a party; and neither CII nor any Subsidiary its Subsidiaries is a party or is otherwise bound, pursuant to which the Company is restricted from using, registering, or enforcing Company Intellectual Property in any materially adverse material respect; or (ix) contract which prohibits the Company or commitment. any of its Subsidiaries from freely engaging in business anywhere in the world. (b) The New Investors have been given access Company has made available to the Purchaser a true and correct copy of each of the all written instruments, plans, contracts and agreements and an accurate description of each of the oral arrangements, contracts and agreements which are referred to on Schedule 3.9(a). (c) Neither the Schedule 5.14Company nor any of its Subsidiaries is in default in any material respect under any Material Contract. All Material Contracts constitute legal, together valid and binding obligations of the Company or such Subsidiary, and are enforceable against the Company or such Subsidiary in accordance with all amendmentstheir respective terms, waivers 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. Neither the Company nor any Subsidiary has received any written notice that any party intends to terminate, cancel, or other ------------- changes theretonot renew any Material Contract.

Contracts and Commitments. (a) Except as filed as an exhibit to Parent’s SEC Reports or set forth on Schedule 4.15, and except as contemplated by ------------ ------------------------- this Agreement or as set forth on the attached Schedule 5.14Agreement, neither CII Parent, nor ------------- any Subsidiary the Parent Subsidiaries, nor the entities listed on Schedule 4.1(b) is a party to or bound by any oral or written contract, obligation or oralcommitment of any type in any of the following categories: (ai) pensionagreements or arrangements that provide for employment other than at will or that contain severance pay, profit sharingunderstandings 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 commitments currently in force relating to the disposition or acquisition of assets other than in the ordinary course of business, 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, under which the aggregate payments for the past twelve (12) months exceeded $100,000, which are with sole or single source suppliers; (v) guarantees or other agreements, contracts or commitments under which Parent or any of the Parent Subsidiaries is absolutely or contingently liable for (A) the performance of any other Person, firm or corporation (other than Parent or the Parent Subsidiaries), (B) the whole or any part of the indebtedness or liabilities of any other Person, firm or corporation (other than Parent or the Parent Subsidiaries), or (C) indemnification obligations to officers and directors; (vi) powers of attorney authorizing the incurrence of a material obligation on the part of Parent or the Parent Subsidiaries; (vii) agreements, contracts or commitments which limit or restrict (A) where Parent or any of the Parent 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 Parent or any of the Parent Subsidiaries; (viii) agreements, contracts or commitments, under which the aggregate payments or receipts for the past 12 months exceeded $100,000, containing any agreement with respect to a change of control of Parent or any of the Parent Subsidiaries; (ix) agreements, contracts or commitments for the borrowing or lending of money, or the availability of credit (except credit extended by Parent or any of the Parent Subsidiaries to customers in the ordinary course of business and consistent with past practice); (x) any hedging, option, employee stock purchase derivative or other plan similar transaction and any foreign exchange position or arrangement providing contract for deferred the exchange of currency; or (xi) any agreement, contract or other compensation commitment that would be otherwise required to employees or any other employee benefit plan or arrangementbe filed as an exhibit to a periodic report under the Exchange Act, or any collective bargaining as provided by Rule 601 of Regulation S-K promulgated under the Exchange Act. Each contract, agreement or any other contract with any labor union, or severance agreements, programs, policies or arrangements;commitment of the type described in this Section 4.15 is referred to herein as a “Parent Contract.” (b) contract for Neither Parent nor any of the employment Parent Subsidiaries, nor to the knowledge 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 contract relating to loans to officers, directors or affiliates; (c) contract under which CII or any Subsidiary has advanced or loaned Parent any other Person amounts in the aggregate exceeding $50,000; (d) agreement or indenture relating to borrowed money or other indebtedness or the mortgaging, pledging or otherwise placing a lien on any material asset or material group of assets of CII and its Subsidiaries; (e) guarantee of any obligation (other than by CII of a Subsidiary's debts or a guarantee by a Subsidiary of CII's debts or another Subsidiary's debts); (f) lease or agreement under which CII or any Subsidiary is lessee of or holds or operates any property, real or personal, owned by any other party, except for any lease of real or personal property under which the aggregate annual rental payments do not exceed $50,000; (g) lease or agreement under which CII or any Subsidiary is lessor of or permits any third party to hold a Parent Contract, has breached, violated or operate any property, real or personal, owned or controlled by CII or any Subsidiary; (h) contract or group of related contracts, excluding all purchase orders, with the same party or group of affiliated parties the performance of which involves consideration in excess of $50,000; (i) assignment, license, indemnification or agreement with respect to any intangible property (including, without limitation, any material intellectual property), excluding purchase orders; (j) warranty agreement with respect to its services rendered or its products sold or leased; (k) sales, distribution or franchise agreement; (l) contract, agreement or other arrangement with any officer, director, stockholder, employee or affiliatedefaulted under, or received notice that it has breached, violated or defaulted under (nor does there exist any affiliate of any officercondition under which, director, stockholder or employee; (m) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the world; (n) agreement with a term of more than six months which is not terminable by CII or any Subsidiary upon less than 30 days notice without penalty; or (o) any other agreement which is material to its operations and business prospects or involves a consideration in excess of $50,000 annually. All of the contracts, agreements and instruments set forth on the Schedule 5.14 are valid, binding and enforceable in accordance with their ------------- respective terms in all material respects. CII and each Subsidiary have materially performed all obligations required to be performed by them and are not in material default under or in material breach of nor in receipt of any claim of material default or breach under any contract, agreement or instrument to which CII or any Subsidiary is subject; no event has occurred which with the passage of time or the giving of notice notice, or both would result both, could reasonably be expected to cause such a breach, violation or default under) any Parent Contract, other than any breaches, violations or defaults which have not had, or could not reasonably be expected to have, individually or in the aggregate, a material defaultParent Material Adverse Effect. (c) Each Parent Contract is a valid, breach or event binding and enforceable obligation of noncompliance by CII or any Subsidiary under any contractParent and to the knowledge of Parent, agreement or instrument to which CII or any Subsidiary is subject; neither CII nor any Subsidiary has Knowledge of any breach or anticipated breach by the other party or parties thereto, in accordance with its terms, and in full force and effect, except where the failure to any contractbe valid, agreementbinding, instrument enforceable and in full force and effect has not had, or commitment could not reasonably be expected to which it is have, individually or in the aggregate, a party; Parent Material Adverse Effect and neither CII nor any Subsidiary is a party to any materially adverse contract the extent enforcement may be limited by applicable bankruptcy, insolvency, moratorium or commitment. The New Investors have been given access to a true other laws affecting the enforcement of creditors’ rights governing or by general principles of equity. (d) An accurate and correct complete copy of each of the written instruments, plans, contracts and agreements and an accurate description of each of the oral arrangements, contracts and agreements which are referred Parent Contract has been made available (including via ▇▇▇▇▇) to on the Schedule 5.14, together with all amendments, waivers or other ------------- changes theretoCompany.

Contracts and Commitments. (i) Except as disclosed in the VitalStream Securities and Exchange Commission Reports, as expressly contemplated by ------------ ------------------------- this Agreement or as set forth on the in SCHEDULE 4(l) attached Schedule 5.14hereto, neither CII VitalStream nor ------------- any VitalStream Subsidiary is a party to or bound by any written or oral: (aA) pension, profit sharing, stock option, employee stock purchase or other plan or arrangement providing for deferred or other compensation to employees or any other employee benefit plan or arrangement, or any collective bargaining agreement or any other contract with any labor union, or severance agreements, programs, policies or arrangements; (bB) contract 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 75,000 or contract relating to loans to officers, directors or affiliatesAffiliates (unless terminable at will without severance obligations); (cC) contract or agreement with any Governmental Entity entered into outside the Ordinary Course of Business; (D) contract under which CII VitalStream or any VitalStream Subsidiary has advanced or loaned any other Person amounts in the aggregate exceeding $50,00010,000; (dE) agreement or indenture relating to borrowed money or other indebtedness Indebtedness or the mortgaging, pledging or otherwise placing a lien Lien (other than a Permitted Lien) on any material asset or material group of assets of CII and its SubsidiariesVitalStream or any VitalStream Subsidiary; (eF) guarantee Guarantee of any obligation (other than by CII Liability of a Subsidiary's debts or a guarantee by a Subsidiary of CII's debts or another Subsidiary's debts)any Person; (fG) settlement, conciliation or similar agreement under which such party has any future obligations or Liability; (H) lease or agreement under which CII VitalStream or any VitalStream Subsidiary is lessee of or holds or operates any property, real or personal, owned by any other party, except for any lease of real or personal property under which the aggregate annual rental payments do not exceed $50,00025,000; (gI) lease or agreement under which CII VitalStream or any VitalStream Subsidiary is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by CII VitalStream or any VitalStream Subsidiary; (hJ) contract or group of related contracts, excluding all purchase orders, contracts with the same party or group of affiliated Affiliated parties the performance of which involves the payment by VitalStream or any VitalStream Subsidiary of consideration in excess of $50,00025,000; annually; (iK) assignment, license, indemnification or agreement with respect to any intangible property (including, without limitation, including any material intellectual property), excluding purchase ordersIntellectual Property Rights) entered into outside the Ordinary Course of Business; (jL) warranty agreement with respect to its services rendered or its products sold or leased; (kM) salesagreement under which it has granted any Person any registration rights (including demand and piggyback registration rights, distribution any rights of first refusal or franchise agreementvetoes on the sale of the Acquired Assets); (lN) contract, agreement or other arrangement with relating to any officer, director, stockholder, employee or affiliate, or any affiliate of any officer, director, stockholder or employeeInvestment; (mO) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the world; (n) agreement with a term of more than six months which is not terminable by CII or any Subsidiary upon less than 30 days notice without penalty; or (oP) any other agreement which is material to the operation of its operations and Hosting Business or business prospects or involves a consideration in excess of $50,000 25,000; annually. . (ii) All of the contracts, agreements and instruments set forth on in SCHEDULE 4(l) attached hereto (the Schedule 5.14 "VITALSTREAM MATERIAL CONTRACTS") are valid, binding and enforceable in accordance with their ------------- respective terms terms, except as such enforceability may be limited by (i) applicable insolvency, bankruptcy, reorganization, moratorium or other similar Laws affecting creditors' rights generally, and (ii) applicable equitable principles (whether considered in a proceeding at law or in equity). Except as set forth on SCHEDULE 4(l)(ii) attached hereto, VitalStream and each VitalStream Subsidiary has performed all material respects. CII and each Subsidiary have materially performed all obligations required to be performed by them it under the VitalStream Material Contracts and are is not in material default under or in material breach of nor in receipt of any claim of material default or breach under any contract, agreement or instrument to which CII or any Subsidiary is subjectVitalStream Material Contracts; 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 CII VitalStream or any Subsidiary of the VitalStream Subsidiaries under any contract, agreement or instrument to which CII or any Subsidiary is subjectof the VitalStream Material Contracts; neither CII VitalStream nor any Subsidiary of the VitalStream Subsidiaries has any present expectation or intention of not fully performing all such obligations; VitalStream does not have any Knowledge of any breach or anticipated breach of any material obligation to be performed by the other parties to any contractof the VitalStream Material Contracts. (iii) Other than VitalStream Material Contracts included as exhibits to the VitalStream Securities and Exchange Commission Reports, agreement, instrument or commitment to which it is a party; and neither CII nor any Subsidiary is a party to any materially adverse contract or commitment. The New Investors have Hosting has been given access to supplied with a true and correct copy of each of the written instrumentsVitalStream Material Contracts, planstogether with all amendments, contracts and agreements waivers or other changes thereto, and an accurate description of each of the oral arrangements, contracts and agreements which are referred to on the Schedule 5.14, together with all amendments, waivers or other ------------- changes theretoVitalStream Material Contracts.

Contracts and Commitments. Except as contemplated by ------------ ------------------------- this Agreement or as set forth on for contracts, commitments, plans, agreements and licenses described in Schedule 2.12 hereto, the attached Schedule 5.14, neither CII nor ------------- any Subsidiary Seller is not a party to or bound by any written or oralsubject to: (ai) pension, profit sharing, stock option, employee stock any contract or agreement for the purchase of new or other plan or arrangement providing for deferred or other compensation to employees or any other employee benefit plan or arrangement, or any collective bargaining agreement or any other contract with any labor union, or severance agreements, programs, policies or arrangementsused manufactured homes; (bii) contract any floor-plan financing or other similar loan agreements or arrangements under which the Seller finances the purchase of new or used manufactured homes; (iii) any consumer loan or other similar loan or credit agreements under which the Seller provides financing for the employment purchase by retail customers or others for the purchase of new or used manufactured homes; (iv) any dealer or sale representative agreements with persons or entities engaged in the manufacture or distribution of manufactured homes; (v) any dealer volume incentive or rebate programs or agreements under which the Buyer may be entitled to any Prepaid Volume Incentive Amounts or under which the Seller may be entitled to receive any Post-Closing Volume Incentive Amounts or any finance company volume incentive or rebate programs or agreements other than the Greentree Bonus Program; (vi) any contract or agreement for the purchase of any officermaterials, individual employee equipment or asset, other Person on a full-timethan purchase orders in the ordinary course of business for less than $5,000 each, part-timesuch orders not exceeding $20,000 in the aggregate; (vii) any other contracts or agreements creating any obligations of the Seller after the date of the Base Balance Sheet of $10,000 or more with respect to any such contract or agreement, consulting other than sales and purchase commitments in the ordinary course of business; 15 (viii) any contract or other basis providing annual compensation agreement creating obligations of the Seller in excess of $100,000 10,000 which by its terms is not terminable without penalty by the Seller (or contract relating to loans to officers, directors its successor or affiliatesassign) upon thirty (30) days notice; (cix) any contract under which CII containing covenants limiting the freedom of the Seller to compete in any line of business or any Subsidiary has advanced or loaned any other Person amounts in the aggregate exceeding $50,000; (d) agreement or indenture relating to borrowed money or other indebtedness or the mortgaging, pledging or otherwise placing a lien on any material asset or material group of assets of CII and its Subsidiaries; (e) guarantee of any obligation (other than by CII of a Subsidiary's debts or a guarantee by a Subsidiary of CII's debts or another Subsidiary's debts); (f) lease or agreement under which CII or any Subsidiary is lessee of or holds or operates any property, real or personal, owned by any other party, except for any lease of real or personal property under which the aggregate annual rental payments do not exceed $50,000; (g) lease or agreement under which CII or any Subsidiary is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by CII or any Subsidiary; (h) contract or group of related contracts, excluding all purchase orders, with the same party or group of affiliated parties the performance of which involves consideration in excess of $50,000; (i) assignment, license, indemnification or agreement with respect to any intangible property (including, without limitation, any material intellectual property), excluding purchase orders; (j) warranty agreement with respect to its services rendered or its products sold or leased; (k) sales, distribution or franchise agreement; (l) contract, agreement or other arrangement with any officer, director, stockholder, employee person or affiliate, or any affiliate of any officer, director, stockholder or employee; (m) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the world; (n) agreement with a term of more than six months which is not terminable by CII or any Subsidiary upon less than 30 days notice without penaltyentity; or (ox) any other license or franchise agreement which is material to its operations and business prospects (as licensor or involves a consideration in excess of $50,000 annually. All of the contracts, agreements and instruments set forth on the Schedule 5.14 are valid, binding and enforceable in accordance with their ------------- respective terms in all material respects. CII and each Subsidiary have materially performed all obligations required to be performed by them and are not in material default under licensee or in material breach of nor in receipt of any claim of material default franchisor or breach under any contract, agreement or instrument to which CII or any Subsidiary 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 CII or any Subsidiary under any contract, agreement or instrument to which CII or any Subsidiary is subject; neither CII nor any Subsidiary has Knowledge of any breach or anticipated breach by the other parties to any contract, agreement, instrument or commitment to which it is a party; and neither CII nor any Subsidiary is a party to any materially adverse contract or commitment. The New Investors have been given access to a true and correct copy of each of the written instruments, plans, contracts and agreements and an accurate description of each of the oral arrangements, contracts and agreements which are referred to on the Schedule 5.14, together with all amendments, waivers or other ------------- changes theretofranchisee).

Contracts and Commitments. Except as contemplated by ------------ ------------------------- this Agreement As of the date hereof, Section 3.16 of the Buyer Disclosure Schedule contains a complete and accurate list of all contracts (written or as set forth on oral), plans, undertakings, commitments or agreements or pending negotiations (including, without limitation, intercompany contracts) ("Buyer Contracts") of the attached Schedule 5.14, neither CII nor ------------- following categories to which Buyer or any Subsidiary of its Subsidiaries is a party to or by which any of them is bound by any written or oralas of the date of this Agreement: (a) pensionemployment contracts, profit sharingincluding, stock optionwithout limitation, employee stock purchase contracts to employ executive officers and other contracts with officers, directors or other plan stockholders of Buyer, and all severance, change in control or arrangement providing for deferred or other compensation to similar arrangements with any officers, employees or agents of Buyer that will result in any other employee benefit plan obligation (absolute or arrangement, contingent) of Buyer or any collective bargaining agreement of its Subsidiaries to make any payment to any officers, employees or agents of Buyer or any other contract with any labor unionof its Subsidiaries following the consummation of the Contemplated Transactions or termination or change of terms and conditions of employment, or severance agreements, programs, policies or arrangementsincluding a change in control of the Buyer; (b) contract Buyer Contracts for the employment purchase of any officerinventory, individual employee supplies or services which are not cancellable (without material penalty, cost or other Person on a full-timeliability) within one year and, part-timeother than Buyer Contracts described elsewhere in this Section 3.16, consulting other Buyer Contracts involving annual expenditures or other basis providing annual compensation liabilities in excess of $100,000 which are not cancelable (without material penalty, cost or contract relating to loans to officers, directors or affiliatesother liability) within 90 days; (c) contract under which CII promissory notes, loans, agreements, indentures, evidences of indebtedness or any Subsidiary has advanced other instruments providing for the lending of money, whether as borrower, lender or loaned any other Person amounts in the aggregate exceeding $50,000guarantor; (d) agreement Buyer Contracts containing covenants limiting the freedom of Buyer or indenture relating any of its Subsidiaries to borrowed money engage in any line of business or other indebtedness compete with any Person or the mortgaging, pledging or otherwise placing a lien on operate at any material asset or material group of assets of CII and its Subsidiarieslocation; (e) guarantee any Buyer Contract pending for the acquisition or disposition, directly or indirectly (by merger or otherwise), of any obligation material Assets (other than by CII inventory) or capital stock of a Subsidiary's debts any Person (including, without limitation, Buyer or a guarantee by a Subsidiary any of CII's debts or another Subsidiary's debtsits Subsidiaries); (f) lease other than Buyer Contracts described elsewhere in this Section 3.16 or agreement under Buyer Contracts which CII may be omitted pursuant to the specific size limitations set forth in other provisions of this Section 3.16, Buyer Contracts between Buyer and any of its wholly owned Subsidiaries, on one hand, and any affiliate of Buyer which is not wholly owned, directly or any Subsidiary is lessee of or holds or operates any propertyindirectly, real or personalby Buyer, owned by any on the other party, except for any lease of real or personal property under which the aggregate annual rental payments do not exceed $50,000hand; (g) any lease or agreement under which CII or any Subsidiary is lessor (whether of or permits any third party to hold or operate any property, real or personal, owned personal property) providing for annual rentals of $15,000 or controlled by CII or any Subsidiarymore; (h) contract any sales, distribution or group other similar agreement providing for the sale by Buyer or any of related contractsits Subsidiaries of materials, excluding all purchase orderssupplies, with the same party goods, services (including drilling services), equipment or group of affiliated parties the performance of which involves consideration in excess of $50,000;other assets; and (i) assignmentany partnership, license, indemnification joint venture or agreement with respect to any intangible property (including, without limitation, any material intellectual property), excluding purchase orders; (j) warranty agreement with respect to its services rendered or its products sold or leased; (k) sales, distribution or franchise agreement; (l) contract, other similar agreement or other arrangement with any officer, director, stockholder, employee or affiliate, or any affiliate of any officer, director, stockholder or employee; (m) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the world; (n) agreement with a term of more than six months which is not terminable by CII or any Subsidiary upon less than 30 days notice without penalty; or (o) any other agreement which is material to its operations arrangement. True and business prospects or involves a consideration in excess of $50,000 annually. All of the contracts, agreements and instruments set forth on the Schedule 5.14 are valid, binding and enforceable in accordance with their ------------- respective terms in all material respects. CII and each Subsidiary have materially performed all obligations required to be performed by them and are not in material default under or in material breach of nor in receipt of any claim of material default or breach under any contract, agreement or instrument to which CII or any Subsidiary 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 CII or any Subsidiary under any contract, agreement or instrument to which CII or any Subsidiary is subject; neither CII nor any Subsidiary has Knowledge of any breach or anticipated breach by the other parties to any contract, agreement, instrument or commitment to which it is a party; and neither CII nor any Subsidiary is a party to any materially adverse contract or commitment. The New Investors have been given access to a true and correct copy of each complete copies of the written instruments, plans, contracts and agreements and an accurate description of each Buyer Contracts identified in Section 3.16 of the oral arrangementsBuyer Disclosure Schedule or true summaries of all material terms, contracts and agreements which are referred have been delivered or made available to on the Schedule 5.14, together with all amendments, waivers or other ------------- changes theretoSeller.

Contracts and Commitments. (a) Except as contemplated by ------------ ------------------------- this Agreement or as set forth on the attached Schedule 5.14Contracts Schedule, ------------------ neither CII the Company nor ------------- any Subsidiary as of the date of this Agreement is a party to or is bound by to any written or oral: of the following (a) pensioneach, profit sharing, stock option, employee stock purchase or other plan or arrangement providing for deferred or other compensation to employees or any other employee benefit plan or arrangement, or any collective bargaining agreement or any other contract with any labor union, or severance agreements, programs, policies or arrangements; (b) contract 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 contract relating to loans to officers, directors or affiliates; (c) contract under which CII or any Subsidiary has advanced or loaned any other Person amounts in the aggregate exceeding $50,000; (d) agreement or indenture relating to borrowed money or other indebtedness or the mortgaging, pledging or otherwise placing a lien on any material asset or material group of assets of CII and its Subsidiaries; (e) guarantee of any obligation (other than by CII of a Subsidiary's debts or a guarantee by a Subsidiary of CII's debts or another Subsidiary's debts); (f) lease or agreement under which CII or any Subsidiary is lessee of or holds or operates any property, real or personal, owned by any other party, except for any lease of real or personal property under which the aggregate annual rental payments do not exceed $50,000; (g) lease or agreement under which CII or any Subsidiary is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by CII or any Subsidiary; (h) contract or group of related contracts, excluding all purchase orders, with the same party or group of affiliated parties the performance of which involves consideration in excess of $50,000;"Material Contract"): ----------------- (i) assignmentContract involving payments of more than $150,000 per year and relating to the borrowing of money or to placing a Lien on any of the assets, license, indemnification or agreement with respect to any intangible property (including, without limitation, any material intellectual property), excluding purchase ordersother than Permitted Liens; (jii) warranty license or royalty agreement with respect to its services rendered or its products sold or leasedinvolving expected payments of more than $150,000 per year; (kiii) sales, distribution or franchise agreement; (l) contract, agreement or other arrangement with Contract that would impose any officer, director, stockholder, employee or affiliate, or any affiliate geographic restrictions upon the ability of any officer, director, stockholder or employee; (m) contract or agreement prohibiting it the Company and the Subsidiaries from freely engaging in any business or competing their businesses anywhere in the world; (niv) agreement with a term guaranty of any obligation of any Person (other than the Company or the Subsidiaries); (v) Contract relating to the supply, manufacturing, distribution, marketing, advertising or promotion of products or services (whether by the Company or each Subsidiary or for the Company or each Subsidiary) involving in any such case payments of more than six months which is not terminable by CII $250,000 per year (other than sales or purchases made pursuant to purchase orders in the ordinary course of business); (vi) Contract relating to the pending acquisition or sale of a business, business unit or product line having a fair market value in excess of $100,000 or for the Sale of the assets of the Company or any Subsidiary upon less (other than 30 days notice without penalty; or (othe sale of inventory in the ordinary course of business consistent with past practice) any other agreement which is material to its operations and business prospects or involves a for consideration in excess of $50,000 annually. All 100,000; (vii) consulting agreement providing for payments thereunder in excess of $100,000 per year; (viii) Contract under which a Person (other than the Company or any Subsidiary) is advanced or loaned an amount exceeding $100,000; (ix) joint venture agreements, partnerships or similar Contracts providing for the sharing of profits, losses, costs or liabilities; any Contract relating to earn-outs, deferred payments or similar payments of more than $125,000 per year; any other Contract, other than Real Property Leases, which involve the expenditure of or receipt of more than $250,000 per year (other than sales or purchases made pursuant to purchase orders in the ordinary course of business); any employment or consulting Contract with any Person that provides for annual compensation in excess of $100,000; Contracts with any Governmental Entity providing for payments in excess of $100,000 or not otherwise in the ordinary course of business; or (x) other than any Real Property Lease, any employment agreement required to be made available to Buyer under Section 4.13, ------------ or any ordinary course purchase order from a customer of the contractsBusiness, agreements Contract that cannot be terminated at will by the Company or any Subsidiary (A) within 12 months of the Closing Date and instruments (B) without incurring a termination fee or penalty of more than $100,000. (b) Except as set forth on the attached Contracts Schedule, ------------------ each Contract required to be disclosed on the attached Contracts Schedule 5.14 are validis ------------------ in full force and effect and is the legal, valid and binding and obligation of the Company and/or any Subsidiary, enforceable against it/them in accordance with their ------------- respective terms in all material respectsits terms. CII and each Subsidiary have materially performed all obligations required to be performed by them and are not in material default under or in material breach of Neither the Company nor in receipt of any claim of material default or breach under any contract, agreement or instrument to which CII or any Subsidiary is subject; no event has occurred in violation of or in default under (nor does there exist any condition which with upon the passage of time or the giving of notice would cause such a violation of or both default under) any Contract required to be disclosed on the attached Contracts --------- Schedule, except as set forth on the attached Contracts Schedule or except -------- ------------------ for violations or defaults that would result in not reasonably be expected to have a material default, breach or event of noncompliance by CII or any Subsidiary under any contract, agreement or instrument Material Adverse Effect. (c) The Company has made available to which CII or any Subsidiary is subject; neither CII nor any Subsidiary has Knowledge of any breach or anticipated breach by the other parties to any contract, agreement, instrument or commitment to which it is a party; and neither CII nor any Subsidiary is a party to any materially adverse contract or commitment. The New Investors have been given access to a Buyer true and correct copy complete copies of each of the written instruments, plans, contracts and agreements and an accurate description of each of the oral arrangements, contracts and agreements which are referred to all Contracts listed on the Schedule 5.14, together with all amendments, waivers or other ------------- changes thereto.attached Contracts Schedule. ------------------

Contracts and Commitments. Except as contemplated by ------------ ------------------------- this Agreement or as set forth on the attached Schedule 5.14, neither CII nor ------------- any Subsidiary is a party to or bound by any written or oral: (a) Schedule 3.9 hereto lists the following agreements, whether oral or written, to which OrangeHook or its Subsidiaries are a party, which are currently in effect, and which relate to the operation of OrangeHook's business or the business of each such Subsidiary: (i) collective bargaining agreement or contract with any labor union; (ii) bonus, pension, profit sharing, stock option, employee retirement or other form of deferred compensation plan; (iii) stock purchase or other plan or arrangement providing for deferred or other compensation to employees or any other employee benefit plan or arrangement, or any collective bargaining agreement or any other contract with any labor union, or severance agreements, programs, policies or arrangements; stock option plan; (biv) contract for the employment of any officer, individual employee or other Person person on a full-timetime or consulting basis, partother than contracts for at-timewill employment without severance pay upon termination; (v) contract, consulting agreement or other basis providing annual compensation in excess of $100,000 or contract understanding relating to loans to officersthe voting of OrangeHook Common Stock or OrangeHook Preferred Stock or the voting equity of OrangeHook's Subsidiaries, or the election of directors of OrangeHook or affiliates; its Subsidiaries; (c) contract under which CII or any Subsidiary has advanced or loaned any other Person amounts in the aggregate exceeding $50,000; (dvi) agreement or indenture relating to borrowed the borrowing of money or other indebtedness or the to mortgaging, pledging or otherwise placing a lien on any material asset or material group of the assets of CII and OrangeHook or its Subsidiaries; ; (evii) guarantee guaranty of any obligation for borrowed money or otherwise; (other than by CII of a Subsidiary's debts or a guarantee by a Subsidiary of CII's debts or another Subsidiary's debts); (fviii) lease or agreement under which CII OrangeHook or any Subsidiary is its Subsidiaries are lessee of of, or holds hold or operates operate any property, real or personal, owned by any other party, except for any lease of real or personal property under which the aggregate annual rental payments do not exceed exceeds $50,000; 10,000; (gix) lease or agreement under which CII OrangeHook or any Subsidiary is its Subsidiaries are lessor of of, or permits permit any third party to hold or operate operate, any property, real or personal, owned for which the annual rental exceeds $10,000; (x) contract which prohibits OrangeHook or controlled its Subsidiaries from freely engaging in business anywhere in the world; (xi) license agreement or agreement providing for the payment or receipt of royalties or other compensation by CII OrangeHook or any Subsidiary; its Subsidiaries in connection with the intellectual property rights listed in Schedule 3.22(b) hereto (hother than contracts entered into in the ordinary course of business with consideration of no more than $50,000); (xii) contract or group of related contracts, excluding all purchase orders, with the same party or group of affiliated parties the performance of which involves consideration commitment for capital expenditures in excess of $50,000; 10,000; (ixiii) assignmentagreement for the sale of any capital asset; (xiv) contracts, licenseunderstandings, indemnification arrangements or agreement commitments with respect to any intangible property (including, without limitation, any material intellectual property), excluding purchase orders; (j) warranty agreement with respect to its services rendered the acquisition and/or use by OrangeHook or its products sold Subsidiaries of Intellectual Property of others or leased; by others of Intellectual Property of OrangeHook or its Subsidiaries; or (kxv) sales, distribution or franchise agreement; (l) contract, agreement or other arrangement with any officer, director, stockholder, employee or affiliate, or any affiliate of any officer, director, stockholder or employee; (m) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the world; (n) agreement with a term of more than six months which is not terminable by CII or any Subsidiary upon less than 30 days notice without penalty; or (o) any other agreement which is material to its operations and business prospects for the purchase or involves a consideration in excess sale of goods or services with an undelivered balance of $50,000 annually. All of the contractsor more. (b) To OrangeHook's Knowledge, agreements OrangeHook and instruments set forth on the Schedule 5.14 are valid, binding and enforceable in accordance with their ------------- respective terms in all material respects. CII and each Subsidiary its Subsidiaries have materially performed all obligations required to be performed by them it in connection with the contracts, understandings, arrangements or commitments required to be disclosed in Schedule 3.9hereto and are not in material default under or in material breach of nor in receipt of any claim of material default or breach under any contract, agreement understanding, arrangement or instrument commitment required to which CII be disclosed under such caption; OrangeHook and its Subsidiaries have no present expectation or intention of not fully performing any Subsidiary 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 CII or any Subsidiary under obligation pursuant to any contract, agreement understanding, arrangement or instrument commitment required to which CII or any Subsidiary is subjectbe disclosed under such caption; neither CII nor any Subsidiary and OrangeHook has no Knowledge of any breach or anticipated breach by the any other parties party to any contract, agreementunderstanding, instrument arrangement or commitment required to which it is a party; and neither CII nor any Subsidiary is a party to any materially adverse contract or commitment. The New Investors have been given access to a true and correct copy of each of the written instruments, plans, contracts and agreements and an accurate description of each of the oral arrangements, contracts and agreements which are referred to on the Schedule 5.14, together with all amendments, waivers or other ------------- changes theretobe disclosed under such caption.

Contracts and Commitments. Except as contemplated by ------------ ------------------------- this Agreement or as set forth on the attached Schedule 5.14, neither CII nor ------------- any Subsidiary is a party to or bound by any written or oral: (a) SCHEDULE 3.7 hereto lists the following agreements, whether oral or written, to which Cougar is a party, which are currently in effect, and which relate to the operation of Cougar's business: (i) collective bargaining agreement or contract with any labor union; (ii) bonus, pension, profit sharing, stock optionretirement or other form of deferred compensation plan; (iii) hospitalization insurance or other welfare benefit plan or practice, employee whether formal or informal; (iv) stock purchase or other plan or arrangement providing for deferred or other compensation to employees or any other employee benefit plan or arrangement, or any collective bargaining agreement or any other contract with any labor union, or severance agreements, programs, policies or arrangements; stock option plan; (bv) contract for the employment of any officer, individual employee or other Person person on a full-time, part-time, time or consulting basis or other basis providing annual compensation in excess of $100,000 or contract relating to loans severance pay for any such person; (vi) confidentiality agreement; (vii) contract, agreement or understanding relating to officersthe voting of Cougar Common Stock or the election of directors of Cougar, directors or affiliates; other than the Voting Agreement; (c) contract under which CII or any Subsidiary has advanced or loaned any other Person amounts in the aggregate exceeding $50,000; (dviii) agreement or indenture relating to borrowed the borrowing of money or other indebtedness or the to mortgaging, pledging or otherwise placing a lien on any material asset or material group of the assets of CII and its Subsidiaries; Cougar; (eix) guarantee guaranty of any obligation for borrowed money or otherwise; (other than by CII of a Subsidiary's debts or a guarantee by a Subsidiary of CII's debts or another Subsidiary's debts); (fx) lease or agreement under which CII or any Subsidiary Cougar is lessee of of, or holds or operates any property, real or personal, owned by any other party, except for any lease of real or personal property under which the aggregate annual rental payments do not exceed exceeds $50,000; 10,000; (gxi) lease or agreement under which CII or any Subsidiary Cougar is lessor of of, or permits any third party to hold or operate operate, any property, real or personal, owned for which the annual rental exceeds $10,000; (xii) contract which prohibits Cougar from freely engaging in business anywhere in the world; (xiii) license agreement or controlled agreement providing for the payment or receipt of royalties or other compensation by CII or any Subsidiary; Cougar in connection with the intellectual property rights listed in SCHEDULE 3.20(B) hereto; (hxiv) contract or group of related contracts, excluding all purchase orders, with the same party or group of affiliated parties the performance of which involves consideration commitment for capital expenditures in excess of $50,000; 10,000; (ixv) assignmentagreement for the sale of any capital asset; (xvi) contracts, licenseunderstandings, indemnification arrangements or agreement commitments with respect to any intangible property the acquisition and/or use by Cougar of Intellectual Property of others or by others of Intellectual Property of Cougar; or (including, without limitation, any material intellectual property), excluding purchase orders; (jxvii) warranty agreement with respect to its services rendered or its products sold or leased; (k) sales, distribution or franchise agreement; (l) contract, agreement or other arrangement with any officer, director, stockholder, employee or affiliate, or any affiliate of any officer, director, stockholder or employee; (m) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the world; (n) agreement with a term of more than six months which is not terminable by CII or any Subsidiary upon less than 30 days notice without penalty; or (o) any other agreement which is either material to its operations and Cougar's business prospects or involves a consideration was not entered into in excess the ordinary course of $50,000 annually. All of the contractsbusiness. (b) To Cougar's Knowledge, agreements and instruments set forth on the Schedule 5.14 are valid, binding and enforceable in accordance with their ------------- respective terms in all material respects. CII and each Subsidiary have materially Cougar has performed all obligations required to be performed by them it in connection with the contracts, understandings, arrangements or commitments required to be disclosed in SCHEDULE 3.7 hereto and are is not in material default under or in material breach of nor in receipt of any claim of material default or breach under any contract, agreement understanding, arrangement or instrument commitment required to which CII be disclosed under such caption; Cougar has no present expectation or intention of not fully performing any Subsidiary 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 CII or any Subsidiary under obligation pursuant to any contract, agreement understanding, arrangement or instrument commitment required to which CII or any Subsidiary is subjectbe disclosed under such caption; neither CII nor any Subsidiary and Cougar has no Knowledge of any breach or anticipated breach by the any other parties party to any contract, agreementunderstanding, instrument arrangement or commitment required to which it is a party; and neither CII nor any Subsidiary is a party to any materially adverse contract or commitment. The New Investors have been given access to a true and correct copy of each of the written instruments, plans, contracts and agreements and an accurate description of each of the oral arrangements, contracts and agreements which are referred to on the Schedule 5.14, together with all amendments, waivers or other ------------- changes theretobe disclosed under such caption.

Contracts and Commitments. (a) Except as contemplated by ------------ ------------------------- this Agreement or (x) as set forth on the attached Contracts Schedule 5.14and (y) for agreements entered into by the Company or its Subsidiaries after the date hereof in accordance with Section 8.01, neither CII the Company nor ------------- any Subsidiary its Subsidiaries is a party to or bound by any written or oralany: (ai) pension, profit sharing, stock option, employee stock purchase or other plan or arrangement providing for deferred or other compensation to employees or any other employee benefit plan or arrangement, or any collective bargaining agreement or any other contract with any labor union, or severance agreements, programs, policies or arrangements; (bii) written pension, employee profit sharing, retirement or other form of deferred compensation plan pursuant to which the Company has obligations greater than $250,000 per annum; (iii) equity purchase, option or similar plan; (iv) contract for the employment of any officer, individual employee or other Person person on a full-time, part-time, full‑time or consulting or other basis providing annual for base salary compensation or consulting fees in excess of $100,000 or contract relating to loans to officers, directors or affiliates250,000 per annum; (c) contract under which CII or any Subsidiary has advanced or loaned any other Person amounts in the aggregate exceeding $50,000; (dv) agreement or indenture relating to borrowed the borrowing of money or other indebtedness or the to mortgaging, pledging or otherwise placing a lien Lien, except for Permitted Liens, on any material asset or material group portion of the assets of CII the Company and its Subsidiaries; (evi) guarantee guaranty of any obligation (for borrowed money or other than by CII of a Subsidiary's debts or a guarantee by a Subsidiary of CII's debts or another Subsidiary's debts)material guaranty; (fvii) lease or agreement under which CII or any Subsidiary it is lessee of of, or holds or operates any property, real or personal, personal property owned by any other party, except for any lease of real or personal property under which the aggregate annual rental payments do not exceed exceeds $50,000500,000; (gviii) lease or agreement under which CII or any Subsidiary it is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by CII or any Subsidiaryfor which the annual rental exceeds $500,000; (hix) contract or group of related contracts, excluding all purchase orders, contracts (other than Investment Advisory Contracts) with the same party for the purchase or group sale of affiliated parties property or for the performance furnishing or receipt of services which involves consideration provided for payments by the Company or its Subsidiaries in excess of $50,000500,000 during the trailing twelve (12)‑month period ending on the date of the Latest Balance Sheet; (ix) assignment, license, indemnification agreements relating to any completed material business acquisition by the Company or its Subsidiaries within three (3) years prior to the date hereof; (xi) material license or royalty agreement relating to the use of any third-party Intellectual Property (other than off-the-shelf software) for which the royalty payments exceeded $500,000 during the trailing twelve (12)‑month period ending on the date of the Latest Balance Sheet; (xii) license or royalty agreement relating to the use by a third party of Intellectual Property owned by the Company for which the royalty payments exceeded $500,000 during the trailing twelve‑month period ending on the date of the Latest Balance Sheet; (xiii) Investment Advisory Contract; (xiv) contract with any service provider to provide services to or on behalf of any Client; (xv) agreements with respect to any intangible property the lending or investing of material funds to other Persons (including, without limitation, any material intellectual propertyother than Private Funds and advances to employees and accounts receivable in the ordinary course of business), excluding purchase orders; (jxvi) warranty agreement contract with respect to its services rendered or its products sold or leasedany Governmental Entity, other than the Investment Advisory Contracts; (kxvii) sales, distribution contract (other than customary confidentiality and non-solicitation agreements entered into in the ordinary course that individually or franchise agreement; (l) contract, agreement or other arrangement with any officer, director, stockholder, employee or affiliate, in the aggregate would not reasonably be expected to materially impact the Company's or any affiliate of its Subsidiary's business) providing for exclusive dealing or which places any officer, director, stockholder limitation on the Company or employee; (m) contract or agreement prohibiting it its Subsidiaries from freely engaging in any business or competing anywhere in the world; (nxviii) agreement with any contract that contains a term "clawback" or similar undertaking requiring the contribution, reimbursement or refund by the Company of more than six months which is not terminable by CII any prior material distribution, return of capital or any Subsidiary upon less than 30 days notice without penaltyfees (whether performance based or otherwise) paid to the Company; or (oxix) any contract with (i) any Affiliate (other agreement which is material to its operations and business prospects or involves a consideration in excess of $50,000 annually. All than the Company's Subsidiaries) of the contractsCompany, agreements (ii) any current or former director, officer, employee, consultant or five percent (5%) or more stockholder of the Company or any Affiliate of any of the foregoing, or (iii) any "associate" or member of the "immediate family" (as such terms are respectively defined in Rule 12b‑2 and instruments Rule 16a‑1 of the Securities Exchange Act of 1934, as amended) of a person identified in clauses (i) or (ii) of this paragraph. (b) Except as set forth on the Schedule 5.14 are validContracts Schedule, binding and enforceable in accordance with their ------------- respective terms in all material respects. CII and each Subsidiary have materially performed all obligations required to be performed by them and are not in material default under or in material breach of nor in receipt of any claim of material default or breach under any contract, agreement or instrument to which CII or any Subsidiary 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 CII or any Subsidiary under any contract, agreement or instrument to which CII or any Subsidiary is subject; neither CII nor any Subsidiary has Knowledge of any breach or anticipated breach by the other parties to any contract, agreement, instrument or commitment to which it is a party; and neither CII nor any Subsidiary is a party to any materially adverse contract or commitment. The New Investors have been given access to a true and correct copy copies of each of the written instruments, plans, all contracts and agreements and an accurate description of each of the oral arrangements, contracts and agreements which are referred to on the Contracts Schedule 5.14have been made available to the Purchaser. (c) To the Company's Knowledge, together with all amendmentsneither the Company nor its Subsidiaries is in default in any material respect under any contract listed on the Contracts Schedule, waivers or and each such contract is valid, binding, enforceable and in full force and effect, except as enforceability may be limited by bankruptcy laws, other ------------- changes theretosimilar laws affecting creditors' rights and general principles of equity affecting the availability of specific performance and other equitable remedies.

Contracts and Commitments. Except as contemplated by ------------ ------------------------- this Agreement (a) The Disclosure Schedule lists (and the Company has provided true and correct copies to the Buyer of) each of the following items to which either the Company or as set forth on the attached Schedule 5.14, neither CII nor ------------- any Subsidiary is a party or to which any of their properties or other assets are subject, except for any Contracts that may be terminated without liability or penalty on not more than 30 days' notice and any Contracts under which the executory obligation of the Company or the Subsidiary involves an individual amount of less than $10,000 (unless a different amount is specified below): (i) Contracts with any present or former stockholder, director, officer, employee, partner or consultant of the Company or the Subsidiary; (ii) Contracts for the future purchase of, or payment for, supplies or products, or for the performance of services by a third party, in excess of $20,000 in any individual case; (iii) Contracts to sell or supply products or to perform services to or bound by for third parties, in excess of $10,000 in any written or oral:individual case; (aiv) pensionnotes, profit sharingdebentures, stock optionbonds, employee stock purchase conditional sale agreements, equipment trust agreements, letter of credit agreements, reimbursement agreements, loan agreements or other plan Contracts for the borrowing or arrangement providing lending of money, agreements or arrangements for deferred a line of credit or guarantee, pledge or undertaking in any manner (including guarantees of lease obligations) whatsoever of the indebtedness of any other Person; (v) Contracts limiting or restraining the Company or the Subsidiary from engaging or competing in any line of business or any geographical area; (vi) Contracts relating to any license, franchise or distributorship, or copyright, or to any ideas, technical assistance or other know-how of or used by the Company or the Subsidiary; (vii) Collective bargaining agreements or other contracts with labor unions; (viii) Agreements relating to severance arrangements, retirement benefits, deferred compensation to employees or termination of employment; (ix) Contracts not made in the Ordinary Course of Business that individually involve the payment or receipt of more than $10,000; (x) each joint venture, partnership, and other Contract (however named) involving a sharing of profits, losses, costs, or liabilities by either the Company or the Subsidiary with any other employee benefit plan Person; (xi) each power of attorney that is currently effective and outstanding; and (xii) each domestic and foreign Cinnabon Franchisee or arrangement, or any collective bargaining agreement or any other contract with any labor union, or severance agreements, programs, policies or arrangements;Licensee competition and reward program. (b) contract for Neither the employment of any officerCompany, individual employee or other Person on a full-timethe Subsidiary nor, part-timeto AFC's knowledge, consulting or other basis providing annual compensation in excess of $100,000 or contract relating to loans to officers, directors or affiliates; (c) contract under which CII or any Subsidiary has advanced or loaned any other Person amounts party is in the aggregate exceeding $50,000; default under, nor to AFC's knowledge, has any event occurred that (d) agreement with or indenture relating to borrowed money or other indebtedness or the mortgaging, pledging or otherwise placing a lien on any material asset or material group of assets of CII and its Subsidiaries; (e) guarantee of any obligation (other than by CII of a Subsidiary's debts or a guarantee by a Subsidiary of CII's debts or another Subsidiary's debts); (f) lease or agreement under which CII or any Subsidiary is lessee of or holds or operates any property, real or personal, owned by any other party, except for any lease of real or personal property under which the aggregate annual rental payments do not exceed $50,000; (g) lease or agreement under which CII or any Subsidiary is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by CII or any Subsidiary; (h) contract or group of related contracts, excluding all purchase orders, with the same party or group of affiliated parties the performance of which involves consideration in excess of $50,000; (i) assignment, license, indemnification or agreement with respect to any intangible property (including, without limitation, any material intellectual property), excluding purchase orders; (j) warranty agreement with respect to its services rendered or its products sold or leased; (k) sales, distribution or franchise agreement; (l) contract, agreement or other arrangement with any officer, director, stockholder, employee or affiliate, or any affiliate of any officer, director, stockholder or employee; (m) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the world; (n) agreement with a term of more than six months which is not terminable by CII or any Subsidiary upon less than 30 days notice without penalty; or (o) any other agreement which is material to its operations and business prospects or involves a consideration in excess of $50,000 annually. All of the contracts, agreements and instruments set forth on the Schedule 5.14 are valid, binding and enforceable in accordance with their ------------- respective terms in all material respects. CII and each Subsidiary have materially performed all obligations required to be performed by them and are not in material default under or in material breach of nor in receipt of any claim of material default or breach under any contract, agreement or instrument to which CII or any Subsidiary is subject; no event has occurred which with the passage of time or the giving of notice or both lapse of time, or both) would result in constitute a material default, breach or event of noncompliance by CII or any Subsidiary default under any contract, agreement or instrument to which CII or any Subsidiary is subject; neither CII of the Contracts. Neither the Company nor any the Subsidiary has Knowledge of received any breach communication from, or anticipated breach given any communication to, any other party indicating that the Company, the Subsidiary or such other party, as the case may be, is currently or by the other parties to lapse of time will be in material default under any contract, agreement, instrument or commitment to which it is a party; and neither CII nor any Subsidiary is a party to any materially adverse contract or commitment. The New Investors have been given access to a true and correct copy of each of the written instruments, plans, contracts and agreements and an accurate description of each of the oral arrangements, contracts and agreements which are referred to on the Schedule 5.14, together with all amendments, waivers or other ------------- changes theretoContract.

Contracts and Commitments. Except as contemplated by ------------ ------------------------- this Agreement or as set forth on the attached Schedule 5.14, neither CII nor ------------- any Subsidiary is a party to or bound by any written or oral: (a) Schedule 2.7 lists the following agreements, if any, whether oral or written, to which the Company or any subsidiary is a party, which are currently in effect, and which relate to the operation of the Company’s business: (i) collective bargaining agreement or contract with any labor union; (ii) bonus, pension, profit sharing, stock option, employee stock purchase retirement or other plan or arrangement providing for form of deferred compensation plan; (iii) hospitalization insurance or other compensation to employees or any other employee welfare benefit plan or arrangementpractice, whether formal or any collective bargaining agreement informal; (iv) Company Unit purchase or any other contract with any labor union, or severance agreements, programs, policies or arrangements; option plan; (bv) contract for the employment of any officer, individual employee or other Person on a full-time, part-time, time or consulting basis or other basis providing annual compensation in excess of $100,000 or contract relating to loans severance pay for any such Person; (vi) confidentiality agreement; (vii) contract, agreement or understanding relating to officers, directors or affiliates; the voting of Company Units; (c) contract under which CII or any Subsidiary has advanced or loaned any other Person amounts in the aggregate exceeding $50,000; (dviii) agreement or indenture relating to borrowed the borrowing of money or other indebtedness or the to mortgaging, pledging or otherwise placing a lien on any material asset or material group of the assets of CII and its Subsidiaries; the Company or any subsidiary; (eix) guarantee guaranty of any obligation for borrowed money or otherwise; (other than by CII of a Subsidiary's debts or a guarantee by a Subsidiary of CII's debts or another Subsidiary's debts); (fx) lease or agreement under which CII or any Subsidiary is lessee of or holds or operates any property, real or personal, owned by any other party, except for any lease of real or personal property under party (for which the aggregate annual rental payments do not exceed exceeds $50,000; 10,000); (g) lease or agreement under which CII or any Subsidiary is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by CII or any Subsidiary; (hxi) contract or group of related contracts, excluding all purchase orders, with which prohibits the same party or group of affiliated parties the performance of which involves consideration in excess of $50,000; (i) assignment, license, indemnification or agreement with respect to any intangible property (including, without limitation, any material intellectual property), excluding purchase orders; (j) warranty agreement with respect to its services rendered or its products sold or leased; (k) sales, distribution or franchise agreement; (l) contract, agreement or other arrangement with any officer, director, stockholder, employee or affiliate, or any affiliate of any officer, director, stockholder or employee; (m) contract or agreement prohibiting it Company from freely engaging in any business or competing anywhere in the world; ; (nxii) license agreement or agreement providing for the payment or receipt of royalties or other compensation by the Company in connection with a term of more than six months which is not terminable by CII or any Subsidiary upon less than 30 days notice without penaltythe intellectual property rights listed in Schedule 2.18; or (oxiii) any other agreement which is either material to its operations the Company’s business or was not entered into in the ordinary course of business. (b) To the Company’s Knowledge, the Company and business prospects or involves a consideration in excess of $50,000 annually. All of the contractseach subsidiary has performed, agreements and instruments set forth on the Schedule 5.14 are valid, binding and enforceable in accordance with their ------------- respective terms in all material respects. CII and each Subsidiary have materially performed all , the obligations required to be performed by them it in connection with the contracts or commitments required to be disclosed in Schedule 2.7 and are is not in material default under or in material breach of nor in receipt of any claim of material default or breach under any contract, agreement contract or instrument commitment required to which CII be disclosed under such caption; the Company has no present expectation or intention of not fully performing any Subsidiary is subjectmaterial obligation pursuant to any contract or commitment required to be disclosed under such caption; and the Company has 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 CII or any Subsidiary under any contract, agreement or instrument to which CII or any Subsidiary is subject; neither CII nor any Subsidiary has Knowledge knowledge of any breach or anticipated breach by the any other parties to any contract, agreement, instrument or commitment to which it is a party; and neither CII nor any Subsidiary is a party to any materially adverse contract or commitment. The New Investors have been given access commitment required to a true and correct copy of each of the written instruments, plans, contracts and agreements and an accurate description of each of the oral arrangements, contracts and agreements which are referred to on the Schedule 5.14, together with all amendments, waivers or other ------------- changes theretobe disclosed under such caption.

Contracts and Commitments. (a) Except as contemplated by ------------ ------------------------- this Agreement for any Leases or guarantees entered into in connection with any Leases, or as set forth on the attached Schedule 5.14Contracts and Commitments Schedule, neither CII nor ------------- and except for agreements entered into by any Subsidiary Group Company after the date hereof in accordance with Section 8.01, no Group Company is a party to or bound by any written or oralwritten: (ai) pensionmaterial Contract or indenture relating to the borrowing of money or to mortgaging, profit sharing, stock option, employee stock purchase pledging or other plan or arrangement providing for deferred or other compensation to employees or otherwise placing a material Lien on any other employee benefit plan or arrangement, or any collective bargaining agreement or any other contract with any labor union, or severance agreements, programs, policies or arrangementsmaterial portion of the assets of the Group Companies; (bii) contract material guaranty of any obligation for borrowed money or other material guaranty; (iii) lease or Contract under which it is lessee, or holds or operates any personal property owned by any other party, for which the annual rental exceeds $1,000,000 (excluding the Leases); (iv) Contract that is a settlement, conciliation or similar agreement with any Governmental Body pursuant to which any Group Company will have any material outstanding obligations after the date of this Agreement; (v) Contract (or group of related Contracts) with any (A) Specified Customer or (B) Specified Supplier; (vi) Contract which (A) imposes a restriction on the geographies or businesses in which the Companies may operate the Business (including covenants not to compete or conduct business in any territory) other than non-exclusive license agreements entered into in the Ordinary Course of Business (B) contains exclusivity obligations or similar restrictions binding on the Company or any of its Subsidiaries or that would be binding on Purchaser or any of its Affiliates (other than the Company or any of its Subsidiaries) after Closing, including granting any exclusive rights with respect to any Owned Intellectual Property, or (C) contains exclusivity obligations or similar restrictions binding on any counterparty or (D) provides “most favored nation” or similar provisions; (vii) lease or Contract under which it is lessor of or permits any third party to hold or operate any personal property for which the annual rental exceeds $500,000 (excluding the Leases); (viii) Contract or group of related Contracts, excluding purchase orders, with the same party for the purchase of products or services that provide for annual payments by a Group Company in excess of $2,500,000 during the trailing twelve (12) month period ending on the date of the Latest Balance Sheet and cannot be cancelled by a Group Company without penalty or without more than sixty (60) days’ notice; (ix) Contracts for the employment of, or the provision of consulting services by, any officer, director, employee, individual employee independent contractor or other natural Person on a full-time, part-time, consulting or other basis (A) providing target annual cash compensation in excess of $100,000 325,000 or contract (B) not terminable upon less than thirty (30) days’ notice and without any liability to the Group Companies; (x) Contracts pursuant to which a Group Company (A) obtains a license or other right to use, or covenant not to be sued, under any Licensed Intellectual Property, except for rights and/or licenses to Off-The-Shelf Software or Open Source Software or (B) grants a license or other right to use, or covenant not to be sued, under any Owned Intellectual Property, in each case of clauses (A) and (B), other than (1) non-exclusive licenses granted to or from customers in the Ordinary Course of Business, (2) confidentiality agreements, non-disclosure agreements and employee agreements on substantially the Company’s form as has previously been provided to Purchaser, or (3) agreements in which the licenses or rights to Intellectual Property granted are merely incidental to the transaction contemplated and granted on a non-exclusive basis (provided, that, agreements referenced in clauses (1)-(3) shall be deemed to be Material Contracts); (xi) separation, change in control, retention, severance (or any Contract providing for the provision of severance) or similar Contracts with any current or former (to the extent of any ongoing liability) employee, officer, director or independent contractor of the Group Companies; (xii) Contracts relating to loans any completed material business acquisition by any Group Company within the last two (2) years; or (xiii) other than purchase and sale orders received by the Group Companies in the Ordinary Course of Business, any written 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 Supplier. (b) The Purchaser has been supplied with a true and correct copy of all written Contracts that are required to officersbe disclosed on the Contracts and Commitments Schedule as of the date of this Agreement (collectively, directors or affiliates;the “Material Contracts”). (c) contract under which CII No Group Company has, in any material respect, violated or breached, or committed any Subsidiary has advanced or loaned default under, any Material Contract. To the knowledge of the Company, no other Person amounts in the aggregate exceeding $50,000; (d) agreement has materially violated or indenture relating to borrowed money breached, or other indebtedness or the mortgaging, pledging or otherwise placing a lien on committed any material asset or material group of assets of CII and its Subsidiaries; (e) guarantee of any obligation (other than by CII of a Subsidiary's debts or a guarantee by a Subsidiary of CII's debts or another Subsidiary's debts); (f) lease or agreement under which CII or any Subsidiary is lessee of or holds or operates any property, real or personal, owned by any other party, except for any lease of real or personal property under which the aggregate annual rental payments do not exceed $50,000; (g) lease or agreement under which CII or any Subsidiary is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by CII or any Subsidiary; (h) contract or group of related contracts, excluding all purchase orders, with the same party or group of affiliated parties the performance of which involves consideration in excess of $50,000; (i) assignment, license, indemnification or agreement with respect to any intangible property (including, without limitationdefault under, any material intellectual property), excluding purchase orders; (j) warranty agreement with respect to its services rendered or its products sold or leased; (k) sales, distribution or franchise agreement; (l) contract, agreement or other arrangement with any officer, director, stockholder, employee or affiliate, or any affiliate of any officer, director, stockholder or employee; (m) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the world; (n) agreement with a term of more than six months which is not terminable by CII or any Subsidiary upon less than 30 days notice without penalty; or (o) any other agreement which is material to its operations and business prospects or involves a consideration in excess of $50,000 annuallyMaterial Contract. All of the contracts, agreements and instruments set forth on the Schedule 5.14 are valid, binding and enforceable in accordance with their ------------- respective terms in all material respects. CII and each Subsidiary have materially performed all obligations required to be performed by them and are not in material default under or in material breach of nor in receipt of any claim of material default or breach under any contract, agreement or instrument to which CII or any Subsidiary is subject; no No event has occurred which and is continuing through any Group Company’s actions or inactions that will result in a material violation or breach of any of the provisions of any Material Contract, and each Contract is in full force and effect. To the Company’s knowledge, none of the other parties to any such Contract is (with or without the passage lapse of time or the giving of notice notice, or both would result both) in a material default, breach or event default in any material respect thereunder. As of noncompliance by CII or any Subsidiary under any contractthe date hereof, agreement or instrument to which CII or any Subsidiary is subject; the Company’s knowledge, other than as disclosed on the Contracts and Commitments Schedule, neither CII the Company nor any Company Subsidiary has Knowledge received written notice to the effect that any customer with purchases from the Company and or Company Subsidiaries in excess of $250,000 for the twelve-month period ending on the date hereof intends to cancel or terminate any breach such Contract or anticipated breach by the other parties relationship or materially reduce purchases thereunder, or to exercise or not to exercise any contractoption to renew thereunder, agreement, instrument or commitment to which it is a party; and neither CII the Company nor any Company Subsidiary is a has received notice to the effect that any other party to any Contract intends to breach or attempt to materially adverse contract or commitment. The New Investors have been given access to a true and correct copy detrimentally alter the terms of each of the written instruments, plans, contracts and agreements and an accurate description of each of the oral arrangements, contracts and agreements which are referred to on the Schedule 5.14, together with all amendments, waivers or other ------------- changes theretosuch Contract.

Contracts and Commitments. (a) Except for leases required to be disclosed pursuant to Sections 4.12 and 4.13 hereof, Plans or Foreign Benefit Plans required to be disclosed pursuant to Section 4.17 hereof and insurance policies required to be disclosed by Section 4.20 hereof, Schedule 4.21(a) attached hereto contains a list of each contract, subcontract, agreement, commitment, option, note, bond, mortgage, indenture, deed of trust, guarantee, franchise or license applicable to the Filter Business which: (A) requires aggregate payments in excess of One Hundred Thousand Dollars ($100,000.00); (B) contains the terms and conditions: (I) upon which any person is employed or engaged as an officer, employee, general manager, or consultant; or (II) upon which any severance or other termination payments are payable; (C) provides preferential rights to purchase any material quantity of any assets; (D) limits the freedom of any party to engage in any business in any geographic area; (E) contains any "change in control", provision which would be breached by the consummation of the transactions contemplated by ------------ ------------------------- this Agreement Agreement; (F) contains the terms of any guaranty of the payment or as set forth performance of any liabilities or obligations, the cost of the payment or performance of which liabilities or obligations exceeds, in the aggregate, an amount equal to One Hundred Thousand Dollars ($100,000); (G) creates any lien, claim or encumbrance on or with respect to any Asset or any property or asset of any of the attached Schedule 5.14, neither CII nor ------------- Transferred Subsidiaries other than Permitted Liens; or (H) restricts the ability of any Transferred Subsidiary to pay dividends or to make any other distributions to the holders of its equity securities; and to which (ii) any Seller or any Transferred Subsidiary is a party to or bound by any written or oral: the beneficiary of (a) pension, profit sharing, stock option, employee stock purchase or other plan or arrangement providing for deferred or other compensation hereinafter individually referred to employees or any other employee benefit plan or arrangement, or any collective bargaining agreement or any other contract with any labor union, or severance agreements, programs, policies or arrangementsas a "Filter Business Contract" and collectively as the "Filter Business Contracts"); (b) contract for Prior to the employment date hereof Sellers have delivered or otherwise made available to Buyer, true and complete copies 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 contract relating to loans to officers, directors or affiliatesthe Filter Business Contracts including all amendments thereof and modifications thereto; (c) contract under which CII or any Subsidiary has advanced or loaned any other Person amounts Except as set forth in Schedule 4.21(c) attached hereto, to the aggregate exceeding $50,000; (d) agreement or indenture relating to borrowed money or other indebtedness or the mortgagingknowledge of Sellers, pledging or otherwise placing a lien on any material asset or material group of assets of CII and its Subsidiaries; (e) guarantee of any obligation (other than by CII of a Subsidiary's debts or a guarantee by a Subsidiary of CII's debts or another Subsidiary's debts); (f) lease or agreement under which CII or any Subsidiary is lessee of or holds or operates any property, real or personal, owned by any other party, except for any lease of real or personal property under which the aggregate annual rental payments do not exceed $50,000; (g) lease or agreement under which CII or any Subsidiary is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by CII or any Subsidiary; (h) contract or group of related contracts, excluding all purchase orders, with the same party or group of affiliated parties the performance of which involves consideration in excess of $50,000; (i) assignment, license, indemnification or agreement with respect to any intangible property (including, without limitation, any material intellectual property), excluding purchase orders; (j) warranty agreement with respect to its services rendered or its products sold or leased; (k) sales, distribution or franchise agreement; (l) contract, agreement or other arrangement with any officer, director, stockholder, employee or affiliate, or any affiliate of any officer, director, stockholder or employee; (m) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the world; (n) agreement with a term of more than six months which is not terminable by CII or any Subsidiary upon less than 30 days notice without penalty; or (o) any other agreement which is material to its operations and business prospects or involves a consideration in excess of $50,000 annually. All each of the contracts, agreements and instruments set forth on the Schedule 5.14 Filter Business Contracts are valid, binding and in full force and effect and enforceable in accordance with their ------------- respective its terms in all material respects. CII and each Subsidiary have materially performed all obligations required except to the extent that (i) such enforcement may be performed by them and are not in material default under or in material breach of nor in receipt of any claim of material default or breach under any contractsubject to bankruptcy, agreement or instrument to which CII or any Subsidiary is subject; no event has occurred which with the passage of time or the giving of notice or both would result in a material defaultinsolvency, breach or event of noncompliance by CII or any Subsidiary under any contractreorganization, agreement or instrument to which CII or any Subsidiary is subject; neither CII nor any Subsidiary has Knowledge of any breach or anticipated breach by the other parties to any contract, agreement, instrument or commitment to which it is a party; and neither CII nor any Subsidiary is a party to any materially adverse contract or commitment. The New Investors have been given access to a true and correct copy of each of the written instruments, plans, contracts and agreements and an accurate description of each of the oral arrangements, contracts and agreements which are referred to on the Schedule 5.14, together with all amendments, waivers moratorium or other ------------- changes thereto.similar laws now

Contracts and Commitments. Except as contemplated by ------------ ------------------------- this Agreement or as set forth on (a) Neither the attached Schedule 5.14, neither CII Company nor ------------- any Subsidiary of its Subsidiaries is a party to to, is bound or bound by affected by, or receives any written benefits under, any agreement, contract or oral: legally binding understanding, whether oral or written: (ai) pension, profit sharing, stock option, employee stock purchase or other plan or arrangement providing for deferred (A) aggregate noncontingent payments by or other compensation to employees the Company or any other employee benefit plan or arrangement, or any collective bargaining agreement or any other contract with any labor union, or severance agreements, programs, policies or arrangements; (b) contract for the employment of any officer, individual employee or other Person on a full-time, part-time, consulting or other basis providing annual compensation its Subsidiaries in excess of $100,000 or contract relating (B) potential payments by or to loans to officers, directors or affiliates; (c) contract under which CII the Company or any Subsidiary has advanced of its Subsidiaries reasonably expected to exceed $250,000; (ii) limiting the freedom of the Company to engage in any line of business or loaned sell, supply or distribute any other Person amounts service or product, or to compete with any entity or to conduct business in the aggregate exceeding $50,000; (d) agreement any geography, or indenture relating to borrowed money hire any individual or other indebtedness or the mortgaging, pledging or otherwise placing a lien on any material asset or material group of assets individuals; (iii) that after the Effective Time would have the effect of CII limiting in any respect the freedom of Parent or any of its Subsidiaries (other than the Company and its Subsidiaries; ) to engage in any line of business or sell, supply or distribute any service or product, or to compete with any entity or to conduct business in any geography, or to hire any individual or group of individuals; (eiv) involving any joint venture, partnership or similar arrangement; (v) relating to the borrowing of money or the guarantee of any such obligation (other than trade payables and instruments relating to transactions entered into in the ordinary course of business); (vi) containing severance or termination pay Liabilities related to termination of employment; (vii) related to product supply, manufacturing, distribution or development; (viii) relating to the acquisition, transfer, development or sharing of any Intellectual Property (except for any Company contracts pursuant to which (1) any Intellectual Property is licensed to the Company or any of its Subsidiaries under any third party software license generally available to the public or (2) any material Intellectual Property is licensed by CII the Company or any of its Subsidiaries in the ordinary course of business pursuant to which the Company's Software is licensed to a Subsidiary's debts third-party customer, (3) commercially available over-the-counter "shrink-wrap" licenses are used by the Company or a guarantee any of its Subsidiaries in the operation of its business, or (4) non-negotiated licenses of third party Intellectual Property are embedded in equipment or fixtures and are used by a Subsidiary the Company or any of CII's debts its Subsidiaries for internal purposes only); (ix) which provide for indemnification by the Company of any officer, director or another Subsidiary's debts); employee of the Company; (fx) lease containing "standstill" or agreement under similar provisions to which CII the Company is subject and restricted; (xi) pursuant to which the Company or any Subsidiary is lessee of the Company has any obligations or holds liabilities (whether absolute, accrued, contingent or operates otherwise), as guarantor, surety, co-signer, endorser, co-maker, or otherwise in respect of any propertyobligation of any Person, real or personal, owned by any other party, except for any lease of real or personal property under which the aggregate annual rental payments do not exceed $50,000; (g) lease or agreement under which CII or any Subsidiary capital maintenance, keep-well or similar agreements or arrangements in any such case which, individually is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by CII or any Subsidiary; (h) contract or group of related contracts, excluding all purchase orders, with the same party or group of affiliated parties the performance of which involves consideration in excess of $50,000; 100,000; (ixiii) assignment, license, indemnification or agreement involving the lease of real property with respect to any intangible property (including, without limitation, any material intellectual property), excluding purchase orders; (j) warranty agreement with respect to its services rendered or its products sold or leased; (k) sales, distribution or franchise agreement; (l) contract, agreement or other arrangement with any officer, director, stockholder, employee or affiliate, or any affiliate of any officer, director, stockholder or employee; (m) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the world; (n) agreement with a term of more than six months which is not terminable by CII or any Subsidiary upon less than 30 days notice without penalty; or (o) any other agreement which is material to its operations and business prospects or involves a consideration aggregate annual rent payments in excess of $50,000 annually. All 100,000; (xiii) to which the Company or any Subsidiary of the contractsCompany is a party and pursuant to which any person is authorized to use or has an option to obtain the right to use any material Company Intellectual Property, agreements including any material license or sublicense of Company Intellectual Property; (xiv) pursuant to which the Company or any of its Subsidiaries is authorized to use any material Intellectual Property of any Third Party (except for any Company contracts pursuant to which (1) any Intellectual Property is licensed to the Company or any of its Subsidiaries under any third party software license generally available to the public or (2) licenses in which either the aggregate noncontingent payments by the Company are not in excess of $100,000 or the potential payment to or by the Company is not expected to exceed $250,000); or (xv) otherwise required to be filed as an exhibit to an Annual Report on Form 10-K, as provided by Rule 601 of Regulation S-K promulgated under the Exchange Act. Each contract of the type described in the immediately preceding sentence is referred to herein as a "Company Material Contract." The Company has heretofore made available to Parent a complete and instruments set forth correct copy of each Company Material Contract, including any amendments or modifications thereto. (b) Each Company Material Contract is valid and binding on the Schedule 5.14 are validCompany or its Subsidiary party thereto and, binding to the Knowledge of the Company, each other party thereto, and is in full force and effect, and is enforceable against the Company in accordance with their ------------- respective its terms and, to the Knowledge of the Company, against each other party thereto (in each case, subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance, injunctive relieve and other equitable remedies), and the Company and each of its Subsidiaries have performed in all material respects. CII and each Subsidiary have materially performed respects all obligations required to be performed by them and are under each Company Material Contract and, to the Knowledge of the Company, each other party to each Company Material Contract has performed in all material respects all obligations required to be performed by it under such Company Material Contract, except, in each case, as would not in material reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries knows of, or has received notice of, any violation or default under or in material breach of nor in receipt of any claim of material default or breach under any contract, agreement or instrument to which CII (or any Subsidiary is subject; no event has occurred which condition that with the passage of time or the giving of notice notice, or both both, would result in cause such a material default, breach violation of or event of noncompliance by CII default under) any Company Material Contract or any Subsidiary under any contract, other agreement or instrument to which CII or any Subsidiary is subject; neither CII nor any Subsidiary has Knowledge of any breach or anticipated breach by the other parties to any contract, agreement, instrument or commitment contract to which it is a party; and neither CII nor party or by which it or any Subsidiary of its properties or assets is bound, except for violations or defaults that would not reasonably be expected to have a party to any materially adverse contract or commitment. The New Investors have been given access to a true and correct copy of each Company Material Adverse Effect. (c) To the Knowledge of the written instrumentsCompany, plansno event has occurred, contracts and agreements and an accurate description no circumstance or condition exists, that (with or without notice or lapse of time), would reasonably be expected to: (a) result in a material violation or breach of any provision of any Company Material Contract; (b) give any Person the right to declare a default or exercise any remedy under any Company Material Contract; (c) give any person the right to receive or require a material rebate, chargeback, penalty or change in delivery schedule under any Company Material Contract; (d) give any Person the right to accelerate the maturity or performance of any Company Material Contract; or (e) give any Person the right to cancel terminate or modify any Company Material Contract, in each of the oral arrangementscase, contracts and agreements which are referred in a manner that would reasonably be expected to on the Schedule 5.14, together with all amendments, waivers or other ------------- changes theretohave a Company Material Adverse Effect.

Contracts and Commitments. Except as contemplated by ------------ ------------------------- this Agreement or as set forth on the attached Schedule 5.14, neither CII nor ------------- any Subsidiary (a) FGCO is not a party to any of the following, whether oral or bound by written, which are currently in effect, and which relate to the operation of FGCO’s business: (i) collective bargaining agreement or contract with any written or oral: labor union; (aii) bonus, pension, profit sharing, stock optionretirement or other form of deferred compensation plan; (iii) hospitalization insurance or other welfare benefit plan or practice, employee whether formal or informal; (iv) stock purchase or other plan or arrangement providing for deferred or other compensation to employees or any other employee benefit plan or arrangement, or any collective bargaining agreement or any other contract with any labor union, or severance agreements, programs, policies or arrangements; stock option plan; (bv) contract for the employment of any officer, individual employee or other Person person on a full-time, part-time, time or consulting basis or other basis providing annual compensation in excess of $100,000 or contract relating to loans severance pay for any such person; (vi) confidentiality agreement; (vii) contract, agreement or understanding relating to officersthe voting of FGCO Common Stock or the election of directors of FGCO, directors or affiliates; other than the Voting Agreement; (c) contract under which CII or any Subsidiary has advanced or loaned any other Person amounts in the aggregate exceeding $50,000; (dviii) agreement or indenture relating to borrowed the borrowing of money or other indebtedness or the to mortgaging, pledging or otherwise placing a lien on any material asset or material group of the assets of CII and its Subsidiaries; FGCO; (eix) guarantee guaranty of any obligation for borrowed money or otherwise; (other than by CII of a Subsidiary's debts or a guarantee by a Subsidiary of CII's debts or another Subsidiary's debts); (fx) lease or agreement under which CII or any Subsidiary FGCO is lessee of of, or holds or operates any property, real or personal, owned by any other party, except for any lease of real or personal property under which the aggregate annual rental payments do not exceed exceeds $50,000; ; (gxi) lease or agreement under which CII or any Subsidiary FGCO is lessor of of, or permits any third party to hold or operate operate, any property, real or personal, owned for which the annual rental exceeds $50,000; (xii) contract which prohibits FGCO from freely engaging in business anywhere in the world; (xiii) license agreement or controlled agreement providing for the payment or receipt of royalties or other compensation by CII or any Subsidiary; FGCO in connection with the Intellectual Property rights; (hxiv) contract or group of related contracts, excluding all purchase orders, with the same party or group of affiliated parties the performance of which involves consideration commitment for capital expenditures in excess of $50,000; ; (ixv) assignmentagreement for the sale of any capital asset; (xvi) contract with any FGCO Subsidiary any Affiliate thereof or of FGCO (other than for employment on customary terms); (xvii) contracts, licenseunderstandings, indemnification arrangements or agreement commitments with respect to any intangible property the use by FGCO of Intellectual Property of others or by others of Intellectual Property of FGCO; or (including, without limitation, any material intellectual property), excluding purchase orders; (jxviii) warranty agreement with respect to its services rendered or its products sold or leased; (k) sales, distribution or franchise agreement; (l) contract, agreement or other arrangement with any officer, director, stockholder, employee or affiliate, or any affiliate of any officer, director, stockholder or employee; (m) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the world; (n) agreement with a term of more than six months which is not terminable by CII or any Subsidiary upon less than 30 days notice without penalty; or (o) any other agreement which is either material to its operations and FGCO’s business prospects or involves a consideration was not entered into in excess the ordinary course of $50,000 annually. All of the contractsbusiness. (b) To FGCO’s Knowledge, agreements and instruments set forth on the Schedule 5.14 are valid, binding and enforceable in accordance with their ------------- respective terms in all material respects. CII and each Subsidiary have materially FGCO has performed all obligations required to be performed by them FGCO in connection with all contracts, understandings, arrangements and are commitments to which FGCO is a party and is not in material default under or in material breach of nor in receipt of any claim of material default or breach under any such contract, agreement understanding, arrangement or instrument commitment; FGCO has no present expectation or intention of not fully performing any material obligation pursuant to which CII or any Subsidiary 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 CII or any Subsidiary under any such contract, agreement understanding, arrangement or instrument to which CII or any Subsidiary is subjectcommitment; neither CII nor any Subsidiary and FGCO has no Knowledge of any breach or anticipated breach by the any other parties to any contract, agreement, instrument or commitment to which it is a party; and neither CII nor any Subsidiary is a party to any materially adverse contract such contract, understanding, arrangement or commitment. The New Investors have been given access to a true and correct copy of each of the written instruments, plans, contracts and agreements and an accurate description of each of the oral arrangements, contracts and agreements which are referred to on the Schedule 5.14, together with all amendments, waivers or other ------------- changes thereto.