Common use of Contracts and Commitments Clause in Contracts

Contracts and Commitments. (a) Except as set forth on Schedule 4.10, none of the Company, Newco or any of the Sold Subsidiaries is party to any: (i) Contract relating to any acquisition of a business, whether by acquisition of equity interests or by asset acquisition, by the Company, Newco or any Sold Subsidiary within the last three (3) years or under which the Company, Newco or any Sold Subsidiary has any ongoing material rights or Liabilities; (ii) collective bargaining agreement or similar Contract (each, a "Collective Bargaining Agreement"); (iii) Contract for the employment of any officer, individual employee or other person on a full-time, part-time or consulting basis providing for base compensation or other monetary compensation in excess in the aggregate of $75,000 per annum; (iv) agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a Lien on any material portion of the Company's, Newco's or the Sold Subsidiaries' assets or any other Contract governing any Indebtedness of the Company, Newco or any of the Sold Subsidiaries; (v) lease, agreement or other Contract under which it is lessee of or holds or operates any tangible personal property owned by any other party, for which the annual rent exceeds $25,000; (vi) lease, agreement or other Contract under which it is lessor of or permits any third party to hold or operate any personal property, for which the annual rent exceeds $25,000; (vii) Contract or group of related Contracts with the same party for the purchase of products or services (other than purchase orders entered into in the ordinary course of business), under which the undelivered balance of such products or services has a sales price in excess of $100,000 for the current calendar year or any subsequent year or which is not terminable on less than ninety (90) days' notice; (viii) Contract or group of related Contracts with the same party for the sale of products or services (other than purchase orders entered into in the ordinary course of business), under which the undelivered balance of such products or services has a sales price in excess of $100,000 for the current calendar year or any subsequent year; (ix) Contract which (i) prohibits the Company, Newco or the Sold Subsidiaries from freely engaging in the Businesses anywhere in the world (other than confidentiality agreements entered into in the ordinary course of business) or (ii) contains any exclusivity, non-competition, "most-favored nation," non-solicitation or no-hire provisions; (x) joint venture, strategic alliance, partnership or any similar Contract that provides for the sharing of profits, losses, costs, liabilities or proprietary information by the Company, Newco and the Sold Subsidiaries; (xi) license, royalty agreement or similar Contract relating to the Company Intellectual Property and which require the expenditure of more than $25,000 per annum, other than commercially available software subject to "shrink wrap" licenses; (xii) sales representative, agency, distribution agreements or other similar Contracts for the sale of products of the Company, Newco or any Sold Subsidiary (other than, for the avoidance of doubt, purchase orders entered into in the ordinary course of business); (xiii) any Contract providing for a Change-of-Control Payment; or (xiv) Contract under which the Company, Newco or any Sold Subsidiary acts as a guarantor, surety or, other than the ordinary course of business, indemnitor of any other Person. (b) Buyer has been given access to a true and correct copy of all contracts required to be listed on Schedule 4.10 (the "Material Contracts"), together with all amendments, waivers or other changes thereto, other than oral Material Contracts, a summary of the material terms of each of which is set forth on Schedule 4.10. (c) None of the Company, Newco nor any of the Sold Subsidiaries is in breach of or default under any Material Contract (nor has any event occurred that, with the giving of notice or the passage of time or both would result in a breach or default by the Company, Newco or any Sold Subsidiary) and, to the Company's Knowledge, the other party to each of the contracts listed on Schedule 4.10 is not in material breach of or default thereunder. Each Material Contract represents the legal, valid, binding and enforceable obligation of the Company, Newco or one of the Sold Subsidiaries, as applicable, and, to the Knowledge of the Company, each counterparty thereto.

Contracts and Commitments. (a) Except as set forth on Schedule 4.103.9 hereto lists the following agreements, none whether oral or written, to which Radius is a party, which are currently in effect, and which relate to the operation of the Company, Newco or any of the Sold Subsidiaries is party to any: Radius’s business: (i) Contract relating to any acquisition of a business, whether by acquisition of equity interests or by asset acquisition, by the Company, Newco or any Sold Subsidiary within the last three (3) years or under which the Company, Newco or any Sold Subsidiary has any ongoing material rights or Liabilities; (ii) collective bargaining agreement or similar Contract contract with any labor union; (eachii) bonus, a "Collective Bargaining Agreement"); pension, profit sharing, retirement or other form of deferred compensation plan; (iii) Contract stock purchase or stock option plan; (iv) contract for the employment of any officer, individual employee or other person on a full-time, part-time or consulting basis providing or relating to severance pay for base compensation any such person; (v) contract, agreement or other monetary compensation in excess in understanding relating to the aggregate voting of $75,000 per annum; Radius Common Stock or Radius Preferred Stock, or the election of directors of Radius; (ivvi) agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a Lien lien on any material portion of the Company's, Newco's or the Sold Subsidiaries' assets or any other Contract governing any Indebtedness of the Company, Newco or any of the Sold Subsidiaries; assets of Radius; (vvii) lease, guaranty of any obligation for borrowed money or otherwise; (viii) lease or agreement or other Contract under which it Radius is lessee of of, or holds or operates any tangible personal property property, real or personal, owned by any other party, for which the annual rent rental exceeds $25,000; 10,000; (viix) lease, lease or agreement or other Contract under which it Radius is lessor of of, or permits any third party to hold or operate operate, any personal property, real or personal, for which the annual rent rental exceeds $25,000; 10,000; (viix) Contract contract which prohibits Radius from freely engaging in business anywhere in the world; (xi) license agreement or group agreement providing for the payment or receipt of related Contracts royalties or other compensation by Radius in connection with the same party intellectual property rights listed in Schedule 3.22(b) hereto; (xii) contract or commitment for capital expenditures in excess of $10,000; (xiii) agreement for the purchase sale of products any capital asset; (xiv) contracts, understandings, arrangements or services commitments with respect to the acquisition and/or use by Radius of Intellectual Property of others or by others of Intellectual Property of Radius; or (xv) other than purchase orders agreement which is either material to Radius’s business or was not entered into in the ordinary course of business), under which the undelivered balance of such products or services has a sales price in excess of $100,000 for the current calendar year or any subsequent year or which is not terminable on less than ninety (90) days' notice; (viii) Contract or group of related Contracts with the same party for the sale of products or services (other than purchase orders entered into in the ordinary course of business), under which the undelivered balance of such products or services has a sales price in excess of $100,000 for the current calendar year or any subsequent year; (ix) Contract which (i) prohibits the Company, Newco or the Sold Subsidiaries from freely engaging in the Businesses anywhere in the world (other than confidentiality agreements entered into in the ordinary course of business) or (ii) contains any exclusivity, non-competition, "most-favored nation," non-solicitation or no-hire provisions; (x) joint venture, strategic alliance, partnership or any similar Contract that provides for the sharing of profits, losses, costs, liabilities or proprietary information by the Company, Newco and the Sold Subsidiaries; (xi) license, royalty agreement or similar Contract relating to the Company Intellectual Property and which require the expenditure of more than $25,000 per annum, other than commercially available software subject to "shrink wrap" licenses; (xii) sales representative, agency, distribution agreements or other similar Contracts for the sale of products of the Company, Newco or any Sold Subsidiary (other than, for the avoidance of doubt, purchase orders entered into in the ordinary course of business); (xiii) any Contract providing for a Change-of-Control Payment; or (xiv) Contract under which the Company, Newco or any Sold Subsidiary acts as a guarantor, surety or, other than the ordinary course of business, indemnitor of any other Person. (b) Buyer To Radius’s Knowledge, Radius has been given access to a true and correct copy of performed all contracts material obligations required to be listed on performed by it in connection with the contracts, understandings, arrangements or commitments required to be disclosed in Schedule 4.10 (the "Material Contracts"), together with all amendments, waivers or other changes thereto, other than oral Material Contracts, a summary 3.9 hereto and is not in receipt of the material terms any claim of each of which is set forth on Schedule 4.10. (c) None of the Company, Newco nor any of the Sold Subsidiaries is in breach of or default under any Material Contract (nor contract, understanding, arrangement or commitment required to be disclosed in Schedule 3.9 hereto; Radius has no present expectation or intention of not fully performing any event occurred thatmaterial obligation pursuant to any contract, with the giving understanding, arrangement or commitment required to be disclosed in Schedule 3.9 hereto; and Radius has no Knowledge of notice or the passage of time or both would result in a any breach or default anticipated breach by the Company, Newco or any Sold Subsidiary) and, to the Company's Knowledge, the other party to each of the contracts listed on any contract, understanding, arrangement or commitment required to be disclosed in Schedule 4.10 is not in material breach of or default thereunder. Each Material Contract represents the legal, valid, binding and enforceable obligation of the Company, Newco or one of the Sold Subsidiaries, as applicable, and, to the Knowledge of the Company, each counterparty thereto3.9 hereto.

Contracts and Commitments. (a) Except as expressly contemplated by this Agreement or as set forth on Schedule 4.10the attached CONTRACTS SCHEDULE, none of the Company is not a party (including after giving effect to the Company, Newco ) to any written or any of the Sold Subsidiaries is party to anyoral: (ia) Contract relating pension, profit sharing, stock option, employee stock purchase or other plan or arrangement providing for deferred or other compensation to any acquisition of a business, whether by acquisition of equity interests or by asset acquisition, by the Company, Newco employees or any Sold Subsidiary within the last three (3) years other employee benefit plan or under which the Companyarrangement, Newco or any Sold Subsidiary has contract with any ongoing material rights labor union, or Liabilitiesany severance agreements; (iib) collective bargaining agreement or similar Contract (each, a "Collective Bargaining Agreement"); (iii) Contract contract for the employment of any officer, individual employee or other person Person on a full-time, part-time time, consulting or consulting other basis providing for base compensation or other monetary annual compensation in excess of $25,000 or contract relating to loans to officers, directors or affiliates; (c) contract under which the Company has advanced or loaned any other Persons amounts in the aggregate of exceeding $75,000 per annum25,000; (ivd) agreement or indenture relating to the borrowing of money or to the mortgaging, pledging or otherwise placing a Lien on any material portion asset or group of assets of the Company's, Newco; (e) Guarantee of any obligation (other than by the Company of a wholly-owned Subsidiary's debts or the Sold Subsidiaries' assets or any other Contract governing any Indebtedness a guarantee by a Subsidiary of the Company, Newco 's debts or any of the Sold Subsidiariesanother Subsidiary's debts); (vf) lease, lease or agreement or other Contract under which it the Company or any Subsidiary is lessee of or holds or operates any tangible personal property property, real or personal, owned by any other party, except for any lease of real or personal property under which the aggregate annual rent exceeds rental payments do not exceed $25,000; (vig) lease, lease or agreement or other Contract under which it the Company or any Subsidiary is lessor of or permits any third party to hold or operate any personal property, for which real or personal, owned or controlled by the annual rent exceeds $25,000Company or any Subsidiary; (viih) Contract contract or group of related Contracts contracts with the same party for or group of affiliated parties the purchase performance of products or services (other than which involves aggregate annual consideration in excess of $25,000 except purchase orders entered into from existing customers or to existing vendors, in either case in the ordinary course of business; (i) assignment, license, indemnification or agreement with respect to any intangible property (including, without limitation, any patent, trademark, trade name, copyright, know-how, trade secret or confidential information), ; (j) warranty agreement with respect to its services rendered or its products sold or leased; (k) agreement under which it has granted any Person any registration rights (including piggyback rights); (l) contract, agreement or other arrangement with any officer, director, employee or Affiliate, or any Affiliate of any officer, director or employee; (m) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the undelivered balance of such products world; or (n) any other agreement which is material to its operations and business prospects or services has which involves a sales price consideration in excess of $100,000 for 25,000 annually. Except as set forth on the current calendar year or any subsequent year or which is not terminable on less than ninety (90) days' notice; (viii) Contract or group of related Contracts with the same party for the sale of products or services (other than purchase orders entered into in the ordinary course of business)CONTRACTS SCHEDULE, under which the undelivered balance of such products or services has a sales price in excess of $100,000 for the current calendar year or any subsequent year; (ix) Contract which (i) prohibits the Company, Newco or the Sold Subsidiaries from freely engaging in the Businesses anywhere in the world (other than confidentiality agreements entered into in the ordinary course of business) or (ii) contains any exclusivity, non-competition, "most-favored nation," non-solicitation or no-hire provisions; (x) joint venture, strategic alliance, partnership or any similar Contract that provides for the sharing of profits, losses, costs, liabilities or proprietary information by the Company, Newco and the Sold Subsidiaries; (xi) license, royalty agreement or similar Contract relating to the Company Intellectual Property and which require the expenditure of more than $25,000 per annum, other than commercially available software subject to "shrink wrap" licenses; (xii) sales representative, agency, distribution agreements or other similar Contracts for the sale of products all of the Companycontracts, Newco or any Sold Subsidiary (other than, for the avoidance of doubt, purchase orders entered into in the ordinary course of business); (xiii) any Contract providing for a Change-of-Control Payment; or (xiv) Contract under which the Company, Newco or any Sold Subsidiary acts as a guarantor, surety or, other than the ordinary course of business, indemnitor of any other Person. (b) Buyer has been given access to a true agreements and correct copy of all contracts instruments required to be listed on Schedule 4.10 (the "Material Contracts")thereon are valid, together binding and enforceable in accordance with all amendments, waivers or other changes thereto, other than oral Material Contracts, a summary of the material terms of each of which is their respective terms. Except as set forth on Schedule 4.10. (c) None of the CompanyCONTRACTS SCHEDULE, Newco nor any of the Sold Company and its Subsidiaries is are not in default or breach of or default under any Material Contract (nor such contract, agreement or instrument; no event has any event occurred that, which with the passage of time or the giving of notice or the passage of time or both would result in a default, breach or default event of noncompliance under any such contract, agreement or instrument listed on the CONTRACTS SCHEDULE; none of the Company and its Subsidiaries has any present expectation or intention of not fully performing all such obligations; none of the Company and its Subsidiaries has any knowledge of any breach or anticipated breach by the Company, Newco other parties to any such contract or any Sold Subsidiary) and, to commitment; and none of the Company's Knowledge, the other Company and its Subsidiaries is a party to each any contract or commitment the performance of the contracts listed on Schedule 4.10 is not in material breach of or default thereunder. Each Material Contract represents the legal, valid, binding and enforceable obligation of the Company, Newco or one of the Sold Subsidiaries, as applicable, and, to the Knowledge of the Company, each counterparty theretowhich would have a Materially Adverse Effect.

Contracts and Commitments. (a) Except as set forth on Schedule 4.10the attached CONTRACTS SCHEDULE, none of neither the Company, Newco or Company nor any of the Sold Subsidiaries Subsidiary is party to any: : (i) Contract relating to any acquisition of a business, whether by acquisition of equity interests or by asset acquisition, by the Company, Newco or any Sold Subsidiary within the last three (3) years or under which the Company, Newco or any Sold Subsidiary has any ongoing material rights or Liabilities; (ii) collective bargaining agreement or similar Contract contract with any labor union; (eachii) bonus, a "Collective Bargaining Agreement"); pension, profit sharing, retirement or other form of deferred compensation plan, other than as described in Section 4.13 or on the attached EMPLOYEE BENEFITS SCHEDULE; (iii) Contract stock purchase, stock option or similar plan; (iv) contract for the employment or any contract relating to wages, hours or other conditions of employment of any officer, individual employee or other person on a full-time, part-time or consulting basis providing for base compensation or other monetary compensation in excess in the aggregate of $75,000 per annum; basis; (ivv) agreement or indenture relating to the borrowing of money or a line of credit or to mortgaging, pledging or otherwise placing a Lien lien on any material portion of the Company's, Newco's or the Sold Subsidiaries' assets or any other Contract governing Subsidiary's assets; (vi) guaranty of any Indebtedness of the Company, Newco or any of the Sold Subsidiaries; (v) lease, agreement obligation for borrowed money or other Contract material guaranty; (vii) lease or agreement under which it is a lessee of or lessor of, or holds or operates any tangible personal property owned by any other partyoperates, for which the annual rent exceeds $25,000; (vi) lease, agreement or other Contract under which it is lessor of or permits any third party to hold or operate operate, any personal property, or real property for which the annual rent rental exceeds $25,000; 50,000; (viiviii) Contract license or other contract with respect to Intellectual Property, including, without limitation, the Intellectual Property rights and franchise agreements to which the Company or any of its Subsidiaries is a party; (ix) contracts not entered into in the ordinary course of business that involve expenditures or receipts in excess of $50,000 to which the Company or any Subsidiary is a party; (x) contracts for capital expenditures in excess of $50,000 to which the Company or any of its Subsidiaries is a party; (xi) contracts relating to the acquisition by the Company or any Subsidiary of the capital stock of any other Person or granting the Company or any Subsidiary an option to purchase any asset, tangible or intangible, or real or personal property of any other Person; (xii) representative or sales agency contracts or commitments to which the Company or any of its Subsidiaries is a party; (xiii) contract or group of related Contracts contracts with the same party for the purchase by the Company or any of its Subsidiaries of products or services under which the undelivered balance of such products and services has a selling price in excess of $50,000; (other than purchase orders entered into in xiv) contract or group of related contracts with the ordinary course same party for the sale by the Company or any of business), its Subsidiaries of products or services under which the undelivered balance of such products or services has a sales price in excess of $100,000 for 50,000; (xv) contract or agreement with any Affiliate; (xvi) contracts restricting a Person from competing with the current calendar year Company or any subsequent year of its Subsidiaries; (xvii) contracts which prohibit or which is not terminable on less than ninety (90) days' notice; (viii) Contract or group of related Contracts with restrict in any manner the same party for the sale of products or services (other than purchase orders entered into in the ordinary course of business), under which the undelivered balance of such products or services has a sales price in excess of $100,000 for the current calendar year Company or any subsequent year; (ix) Contract which (i) prohibits the Company, Newco or the Sold Subsidiaries Subsidiary from freely engaging in the Businesses any line of business anywhere in the world (other than confidentiality agreements entered into in the ordinary course of business) world; or (iixviii) contains any exclusivity, non-competition, "most-favored nation," non-solicitation or no-hire provisions; (x) joint venture, strategic alliance, partnership or any similar Contract that provides for the sharing of profits, losses, costs, liabilities or proprietary information by the Company, Newco and the Sold Subsidiaries; (xi) license, royalty agreement or similar Contract relating to the Company Intellectual Property and which require the expenditure of more than $25,000 per annum, other than commercially available software subject to "shrink wrap" licenses; (xii) sales representative, agency, distribution agreements or other similar Contracts for the sale of products of the Company, Newco or any Sold Subsidiary (other than, for the avoidance of doubt, purchase orders entered into in the ordinary course of business); (xiii) any Contract providing for a Change-of-Control Payment; or (xiv) Contract under which the Company, Newco or any Sold Subsidiary acts as a guarantor, surety or, other than the ordinary course of business, indemnitor of any other Personmaterial contracts. (b) Buyer either has been supplied with, or has been given access to to, a true and correct copy of all written contracts required which are referred to be listed on Schedule 4.10 (the "Material Contracts")attached CONTRACTS SCHEDULE, together with all amendments, waivers or other changes thereto, other than oral Material Contracts, a summary of the material terms of each of which is set forth on Schedule 4.10. (c) None All contracts listed on the attached CONTRACTS SCHEDULE are in full force and effect and constitute legal, valid and binding obligations of the CompanyCompany and/or its Subsidiaries, Newco except where the failure of such contracts to be in full force and effect and to constitute legal, valid and binding obligations would not, individually or in the aggregate, have a Material Adverse Effect. Neither the Company nor any of Subsidiary nor, to the Sold Subsidiaries Company's knowledge, any other party, is in breach of or default under any contract listed on the attached CONTRACTS SCHEDULE, except where such default would not have a Material Contract (nor Adverse Effect, and no event has any event occurred thatwhich, with the giving of notice or but for the passage of time or both the giving of notice, would result in constitute such a breach or default by the Company, Newco or any Sold Subsidiary) and, to the Company's Knowledge, the other party to each of the contracts listed on Schedule 4.10 is not in material breach of or default thereunder. Each Material Contract represents the legal, valid, binding and enforceable obligation of the Company, Newco or one of the Sold Subsidiaries, as applicable, and, to the Knowledge of the Company, each counterparty theretodefault.

Contracts and Commitments. (a) Except as set forth on Schedule 4.103.9 hereto lists the following agreements, none 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 Company, Newco or any business of the Sold Subsidiaries is party to any: Merger Sub: (i) Contract relating to any acquisition of a business, whether by acquisition of equity interests or by asset acquisition, by the Company, Newco or any Sold Subsidiary within the last three (3) years or under which the Company, Newco or any Sold Subsidiary has any ongoing material rights or Liabilities; (ii) collective bargaining agreement or similar Contract contract with any labor union; (eachii) bonus, a "Collective Bargaining Agreement"); pension, profit sharing, retirement or other form of deferred compensation plan; (iii) Contract hospitalization insurance or other welfare benefit plan or practice, whether formal or informal; (iv) stock purchase or stock option plan; (v) contract for the employment of any officer, individual employee or other person on a full-time, part-time or consulting basis providing or relating to severance pay for base compensation any such person; (vi) confidentiality agreement; (vii) contract, agreement or other monetary compensation in excess in understanding relating to the aggregate voting of $75,000 per annum; Parent Common Stock or the election of directors of Parent; (ivviii) agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a Lien lien on any material portion of the Company's, Newco's or the Sold Subsidiaries' assets or any other Contract governing any Indebtedness of the Company, Newco or any of the Sold Subsidiaries; assets of Parent or Merger Sub; (vix) lease, guaranty of any obligation for borrowed money or otherwise; (x) lease or agreement or other Contract under which it Parent or Merger Sub is lessee of of, or holds or operates any tangible personal property property, real or personal, owned by any other party, for which the annual rent rental exceeds $25,000; ; (vixi) lease, lease or agreement or other Contract under which it Parent or Merger Sub is lessor of of, or permits any third party to hold or operate operate, any personal property, real or personal, for which the annual rent rental exceeds $25,000; ; (viixii) Contract contract which prohibits Parent or group of related Contracts with Merger Sub from freely engaging in business anywhere in the same party world; (xiii) license agreement or agreement providing for the purchase payment or receipt of products royalties or services other compensation by Parent or Merger Sub in connection with any intellectual property rights; (xiv) contract or commitment for capital expenditures in excess of $50,000; (xv) agreement for the sale of any capital asset; (xvi) contract with Merger Sub any affiliate thereof which in any way relates to Parent (other than purchase orders for employment on customary terms); or (xvii) other agreement which is either material to Parent’s business or was not entered into in the ordinary course of business), under which the undelivered balance of such products or services has a sales price in excess of $100,000 for the current calendar year or any subsequent year or which is not terminable on less than ninety (90) days' notice; (viii) Contract or group of related Contracts with the same party for the sale of products or services (other than purchase orders entered into in the ordinary course of business), under which the undelivered balance of such products or services has a sales price in excess of $100,000 for the current calendar year or any subsequent year; (ix) Contract which (i) prohibits the Company, Newco or the Sold Subsidiaries from freely engaging in the Businesses anywhere in the world (other than confidentiality agreements entered into in the ordinary course of business) or (ii) contains any exclusivity, non-competition, "most-favored nation," non-solicitation or no-hire provisions; (x) joint venture, strategic alliance, partnership or any similar Contract that provides for the sharing of profits, losses, costs, liabilities or proprietary information by the Company, Newco and the Sold Subsidiaries; (xi) license, royalty agreement or similar Contract relating to the Company Intellectual Property and which require the expenditure of more than $25,000 per annum, other than commercially available software subject to "shrink wrap" licenses; (xii) sales representative, agency, distribution agreements or other similar Contracts for the sale of products of the Company, Newco or any Sold Subsidiary (other than, for the avoidance of doubt, purchase orders entered into in the ordinary course of business); (xiii) any Contract providing for a Change-of-Control Payment; or (xiv) Contract under which the Company, Newco or any Sold Subsidiary acts as a guarantor, surety or, other than the ordinary course of business, indemnitor of any other Person. (b) Buyer To Parent’s knowledge, Parent and Merger Sub has been given access to a true and correct copy of performed all contracts obligations required to be listed on performed by them in connection with the contracts or commitments required to be disclosed in Schedule 4.10 (the "Material Contracts"), together with all amendments, waivers or other changes thereto, other than oral Material Contracts, a summary 3.9 hereto and is not in receipt of the material terms any claim of each of which is set forth on Schedule 4.10. (c) None of the Company, Newco nor any of the Sold Subsidiaries is in breach of or default under any Material Contract (nor contract or commitment required to be disclosed under such caption, Parent and Merger Sub, where applicable, have no present expectation or intention of not fully performing any material obligation pursuant to any contract or commitment required to be disclosed under such caption, and Parent has no knowledge of any event occurred that, with the giving of notice or the passage of time or both would result in a breach or default anticipated breach by the Company, Newco or any Sold Subsidiary) and, to the Company's Knowledge, the other party to each of the contracts listed on Schedule 4.10 is not in material breach of any contract or default thereunder. Each Material Contract represents the legal, valid, binding and enforceable obligation of the Company, Newco or one of the Sold Subsidiaries, as applicable, and, commitment required to the Knowledge of the Company, each counterparty theretobe disclosed under such caption.

Contracts and Commitments. (a) Except as set forth on Schedule 4.10the attached Contracts Schedule, none of neither the Company, Newco or Company nor any of the Sold its Subsidiaries is party to any: (i) collective bargaining agreement or other Contract relating to with any acquisition of a businesslabor union, whether by acquisition of equity interests or by asset acquisition, by other than as set forth on the Company, Newco or any Sold Subsidiary within the last three (3) years or under which the Company, Newco or any Sold Subsidiary has any ongoing material rights or LiabilitiesEmployment and Labor Matters Schedule; (ii) collective bargaining agreement bonus, pension, profit sharing, retirement or similar Contract (eachother form of deferred compensation plan, a "Collective Bargaining Agreement")other than as set forth on the Employee Benefits Schedule; (iii) Contract for the employment of any officerstock purchase, individual employee stock option or other person on a full-time, part-time or consulting basis providing for base compensation or other monetary compensation in excess in the aggregate of $75,000 per annumsimilar plan; (iv) agreement employment or indenture consulting Contract providing for compensation in excess of $100,000 per annum, or any severance Contract; (v) Contract relating to the borrowing of money by or lending from the Company or any Subsidiary from or to mortgagingany third party or to the mortgaging of, pledging of or otherwise placing a Lien on any material portion of the Company's, Newco's or the Sold Subsidiaries' assets ’s or any Subsidiary’s assets; (vi) Contract providing for the guaranty by the Company or any Subsidiary of any liability of any Person (other than the Company or any Subsidiary); (vii) Contract governing obligating the Company or any Indebtedness Subsidiary, or providing the Company or any Subsidiary with the option or right, to purchase or otherwise acquire any equity interest in or assets of any other Person; (viii) Contract pursuant to which either (i) the Company or any Subsidiary is obligated to indemnify or hold harmless any Person (other than the Company or any Subsidiary), or (ii) any Person (other than the Company or any Subsidiary) is obligated to indemnify or hold harmless the Company or any Subsidiary, in each case, other than in accordance with the terms of any standard warranty and/or terms and conditions of the Company, Newco Company or any of the Sold Subsidiariesits Subsidiaries or of any other Person; (vix) lease, lease or agreement or other Contract under which it is lessee of of, or holds or operates any tangible personal property owned by any other party, for which the annual rent rental exceeds $25,000100,000; (vix) lease, lease or agreement or other Contract under which it is lessor of or permits any third party to hold or operate any personal property, real or personal, for which the annual rent rental exceeds $25,000100,000; (viixi) Contract or group of related Contracts with the same party for the purchase of products or services, under which the undelivered balance of such products and services has a selling price in excess of $250,000 (other than purchase orders entered into in the ordinary course of business), ; (xii) Contract or group of related Contracts with the same party for the sale of products or services under which the undelivered balance of such products or services has a sales price in excess of $100,000 for the current calendar year or any subsequent year or which is not terminable on less than ninety (90) days' notice; (viii) Contract or group of related Contracts with the same party for the sale of products or services 250,000 (other than purchase orders entered into in the ordinary course of business), under which the undelivered balance of such products or services has a sales price in excess of $100,000 for the current calendar year or any subsequent year; (ix) Contract which (i) prohibits the Company, Newco or the Sold Subsidiaries from freely engaging in the Businesses anywhere in the world (other than confidentiality agreements entered into in the ordinary course of business) or (ii) contains any exclusivity, non-competition, "most-favored nation," non-solicitation or no-hire provisions; (x) joint venture, strategic alliance, partnership or any similar Contract that provides for the sharing of profits, losses, costs, liabilities or proprietary information by the Company, Newco and the Sold Subsidiaries; (xi) license, royalty agreement or similar Contract relating to the Company Intellectual Property and which require the expenditure of more than $25,000 per annum, other than commercially available software subject to "shrink wrap" licenses; (xii) sales representative, agency, distribution agreements or other similar Contracts for the sale of products of the Company, Newco or any Sold Subsidiary (other than, for the avoidance of doubt, purchase orders entered into in the ordinary course of business); (xiii) Contract pursuant to which (A) the Company or any Contract providing for Subsidiary grants to any Person the option, license or other right to use any Intellectual Property rights owned by the Company or any of its Subsidiaries, other than non-exclusive licenses granted in the ordinary course with the sale, distribution or marketing of the Company’s or its Subsidiaries’ products, or (B) the Company or any Subsidiary obtains a Changelicense, option or other right from any Person to use any Intellectual Property (other than off-ofthe-Control Payment; orshelf software with a replacement cost and/or annual license fee of less than $100,000); (xiv) Contract under which containing covenants that in any way purport to restrict the Company, Newco business activity of the Company or any Sold Subsidiary acts as a guarantorof its Subsidiaries in any material respect or limit the freedom of any of them to engage in any line of business or to compete with any Person; (xv) partnership agreement or joint venture agreement between the Company or any of its Subsidiaries and any other Person; (xvi) other Contract that involves the expenditure, surety or, payment or receipt by the Company and its Subsidiaries of more than $250,000 (other than purchase orders received in the ordinary course of business); or (xvii) amendment or supplement to or other modification of, indemnitor or commitment to enter into, any of any other Personthe foregoing. (b) Seller has delivered or made available to Buyer has been given access to a true and correct copy of all contracts required written Contracts which are referred to be listed on Schedule 4.10 (the "Material Contracts")Contracts Schedule, together with all amendments, waivers or other changes thereto, other than oral Material Contracts, a summary of the material terms of each of which is set forth on Schedule 4.10. (c) None Each contract on the Contracts Schedule (each, a “Material Contract” and, collectively, the “Material Contracts”) is a valid and binding agreement of the Company or its Subsidiary, as the case may be, enforceable in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity). (i) Neither the Company nor any Subsidiary is in material default under any Material Contract, (ii) to the Company’s Knowledge, Newco nor none of the other parties to any of the Sold Subsidiaries Material Contracts is in material default thereunder, (iii) to the Company’s Knowledge, no event has occurred that with notice or lapse of time would constitute a material breach or default under, or permit termination, modification or acceleration of, any Material Contract, and (iv) neither the Company nor any Subsidiary has received written notice of or any default under any Material Contract (nor has that any event occurred that, with the giving of notice or the passage of time or both would result in a breach or default by the Company, Newco or any Sold Subsidiary) and, to the Company's Knowledge, the other party to each of the contracts listed on Schedule 4.10 is not in material breach of or default thereunder. Each any Material Contract represents the legalintends to cancel, valid, binding and enforceable obligation of the Company, Newco terminate or one of the Sold Subsidiaries, as applicable, and, fail to the Knowledge of the Company, each counterparty theretorenew such Contract.

Contracts and Commitments. (a) Except as set forth provided on Schedule 4.106.13, none of the Company, Newco or any of the Sold Subsidiaries Seller is not a party to anyany currently effective written: (i) Contract relating to any acquisition of a businesscontract, whether by acquisition of equity interests agreement or by asset acquisition, by the Company, Newco or any Sold Subsidiary within the last three (3) years or instrument under which Seller has made any loans or advances to, or extended credit or financing to, or investment in, any Person in excess of $50,000.00 in the Companyaggregate, Newco or any Sold Subsidiary has any ongoing material rights or Liabilitiesother than routine advances to employees that do not exceed $5,000.00; (ii) collective bargaining contract, agreement or similar Contract (each, a "Collective Bargaining Agreement"); (iii) Contract for the employment of any officer, individual employee or other person on a full-time, part-time or consulting basis providing for base compensation or other monetary compensation in excess in the aggregate of $75,000 per annum; (iv) agreement or indenture instrument relating to the borrowing of money money, the receipt of credit or to mortgaging, pledging financing or otherwise the placing a Lien on any material portion asset, property or right or group of assets, properties or rights of Seller; (iii) guarantee of, or surety contract for, any Indebtedness; (iv) contract, purchase order, agreement or instrument or group of related contracts, agreements or instruments with the Company'ssame party or group of affiliated parties, Newco's or the Sold Subsidiaries' assets or any other Contract governing any Indebtedness performance of which involves consideration that in the Company, Newco or any of the Sold Subsidiariesaggregate exceeds $50,000.00; (v) leaseassignment, license, indemnification, contract or agreement or other Contract under which it is lessee of or holds or operates with respect to any tangible personal property owned by any other party, for which the annual rent exceeds $25,000material Intellectual Property rights that will be transferred to Buyer hereunder; (vi) leasecontract, agreement or other Contract instrument under which it Seller is lessee or lessor of or permits any third party to hold or operate any personal real property, for which the annual rent exceeds $25,000; (vii) Contract contract, agreement or group of related Contracts with the same party for the purchase of products instrument regarding any material indemnification provided to or services (other than purchase orders entered into in the ordinary course of business), under which the undelivered balance of such products or services has a sales price in excess of $100,000 for the current calendar year or any subsequent year or which is not terminable on less than ninety (90) days' noticeby Seller that will be transferred to Buyer hereunder; (viii) Contract material contracts, agreements or group instruments with a sales representative, manufacturer’s representative, promoter, sponsor, distributor, dealer, broker, sales agency, advertising agency or any other Person engaged in sales, distributing or promotional activities to act on behalf of related Contracts with the same party Seller or for the sale Seller to act of products or services (other than purchase orders entered into in the ordinary course of business), under which the undelivered balance behalf of such products or services has a sales price in excess of $100,000 for the current calendar year or any subsequent yearperson; (ix) Contract which (i) prohibits the Company, Newco any partnership or the Sold Subsidiaries from freely engaging in the Businesses anywhere in the world (other than confidentiality agreements entered into in the ordinary course of business) or (ii) contains any exclusivity, non-competition, "most-favored nation," non-solicitation or no-hire provisionsjoint venture agreement; (x) joint venture, strategic alliance, partnership or any similar Contract that provides for the sharing power of profits, losses, costs, liabilities or proprietary information by the Company, Newco and the Sold Subsidiariesattorney; (xi) license, royalty contract or agreement or similar Contract relating to the Company Intellectual Property and which require the expenditure any merger, acquisition, disposition, consolidation, liquidation or dissolution of more than $25,000 per annumSeller or any interest therein or any of its material rights, other than commercially available software subject to "shrink wrap" licensesproperties or assets; (xii) sales representative, agency, distribution agreements contract or other similar Contracts for the sale of products of the Company, Newco or any Sold Subsidiary agreement (other than, for the avoidance of doubt, purchase orders entered into than this Agreement) prohibiting Seller in any material respect from freely engaging in any business or competing anywhere in the ordinary course of business);world; or (xiii) any Contract providing for a Change-of-Control Payment; or (xiv) Contract under which contract or agreement to enter into any of the Company, Newco or any Sold Subsidiary acts as a guarantor, surety or, other than the ordinary course of business, indemnitor of any other Personforegoing. (b) Buyer has been given access to a true and correct copy of all contracts required to be listed on Schedule 4.10 (the "Material Contracts"), together with all amendments, waivers or other changes thereto, other than oral Material Contracts, a summary All of the foregoing material terms of each of which is contracts, agreements and instruments and those set forth on Schedule 4.10. (c) None of the Company6.16 are in full force and effect, Newco nor any of the Sold Subsidiaries is in breach of or default under any Material Contract (nor has any event occurred that, with the giving of notice or the passage of time or both would result in a breach or default by the Company, Newco or any Sold Subsidiary) and, to the Company's Knowledge, the other party to each of the contracts listed are valid and binding on Schedule 4.10 is not in material breach of or default thereunder. Each Material Contract represents the legal, valid, binding and enforceable obligation of the Company, Newco or one of the Sold Subsidiaries, as applicable, Seller and, to the Knowledge of the CompanySeller Parties, the other person(s) party thereto. Seller is not in default under, in breach of, or in receipt of any written claim of default or breach under, any such material contract, agreement, arrangement or instrument. No event has occurred which, with the passage of time or the giving of notice or both, would result in a default, breach or event of noncompliance by Seller under any such material contract, agreement, arrangement or instrument. Seller Parties do not have Knowledge of any breach or anticipated breach by any other party to any such contract, agreement, arrangement or instrument. Seller has not received any written notice of cancellation or non-renewal of any such material contract, agreement, arrangement or instrument. (c) Seller has provided Buyer access to a true, accurate and complete copy of each counterparty of the written contracts, agreements, arrangements and instruments that are referred to on Schedule 6.13 and Schedule 6.16, together with all amendments, waivers, modifications, extensions or other changes thereto.

Contracts and Commitments. (ai) Except as expressly contemplated by this Agreement or as set forth on the attached Contracts Schedule 4.10or the attached Employee Benefits Schedule, none of the Company, Newco no Security Party or any of the Sold its Subsidiaries is a party to anyor bound by any written or oral: (ia) Contract relating pension, profit sharing, stock option, employee stock purchase or other plan or arrangement providing for deferred or other compensation to any acquisition of a business, whether by acquisition of equity interests or by asset acquisition, by the Company, Newco employees or any Sold Subsidiary within the last three (3) years other employee benefit plan or under which the Companyarrangement, Newco or any Sold Subsidiary has any ongoing material rights or Liabilities; (ii) collective bargaining agreement or similar Contract (eachany other contract with any labor union, a "Collective Bargaining Agreement")or severance agreements, programs, policies or arrangements; (iiib) Contract contract for the employment of any officer, individual employee or other person Person on a full-time, part-time time, consulting or consulting other basis providing for base compensation or other monetary annual compensation in excess of $100,000 or contract relating to loans to officers, directors or Affiliates; (c) contract under which a Security Party or its Subsidiaries has advanced or loaned any other Person amounts in the aggregate of exceeding $75,000 per annum25,000; (ivd) agreement or indenture relating to the borrowing of borrowed money or to other Indebtedness or the mortgaging, pledging or otherwise placing a Lien on any material portion asset or material group of the Company's, Newco's assets of a Security Party or the Sold Subsidiaries' assets or any other Contract governing any Indebtedness of the Company, Newco or any of the Sold its Subsidiaries; (ve) lease, agreement or other Contract under which it is lessee Guarantee of or holds or operates any tangible personal property owned by any other party, for which the annual rent exceeds $25,000; (vi) lease, agreement or other Contract under which it is lessor of or permits any third party to hold or operate any personal property, for which the annual rent exceeds $25,000; (vii) Contract or group of related Contracts with the same party for the purchase of products or services (other than purchase orders entered into in the ordinary course of business), under which the undelivered balance of such products or services has a sales price obligation in excess of $100,000 for the current calendar year 50,000; (f) lease or agreement under which a Security Party or any subsequent year of its Subsidiaries is lessee or lessor of any property, real or personal, except for any lease of real or personal property under which the aggregate annual rental payments do not exceed $50,000; (g) assignment, license, indemnification or agreement with respect to any intangible property (including any Intellectual Property Rights); (h) warranty agreement with respect to its services rendered or its products sold or leased; (i) agreement under which it has granted any Person any registration rights (including demand and piggyback registration rights); (j) sales, distribution or franchise agreement; (k) material agreement with a term of more than six months which is not terminable on by a Security Party or any of its Subsidiaries upon less than ninety (90) days' notice;30 days notice without penalty; or (viiil) Contract contract or group of related Contracts with the same party for the sale of products or services (other than purchase orders entered into in the ordinary course of business), under which the undelivered balance of such products or services has a sales price in excess of $100,000 for the current calendar year or any subsequent year; (ix) Contract which (i) prohibits the Company, Newco or the Sold Subsidiaries agreement prohibiting it from freely engaging in the Businesses any business or competing anywhere in the world (other than confidentiality agreements entered into in the ordinary course of business) or world. (ii) contains any exclusivityAll of the contracts, non-competitionagreements and instruments set forth on the Contracts Schedule are valid, "most-favored nation," non-solicitation or no-hire provisions; (x) joint venture, strategic alliance, partnership binding and enforceable against each Security Party or any similar Contract that provides for the sharing of profits, losses, costs, liabilities or proprietary information by the Company, Newco its Subsidiaries party thereto and the Sold Subsidiaries; (xi) license, royalty agreement or similar Contract relating to the Company Intellectual Property and which require the expenditure best of more than $25,000 per annumits knowledge, other than commercially available software subject to "shrink wrap" licenses; (xii) sales representative, agency, distribution agreements or other similar Contracts for the sale of products of the Company, Newco or any Sold Subsidiary (other than, for the avoidance of doubt, purchase orders entered into in the ordinary course of business); (xiii) any Contract providing for a Change-of-Control Payment; or (xiv) Contract under which the Company, Newco or any Sold Subsidiary acts as a guarantor, surety or, other than the ordinary course of business, indemnitor of against any other Person. (b) Buyer has been given access to a true party thereto, in each case in accordance with their respective terms. Each Security Party and correct copy of its Subsidiaries have performed all contracts material obligations required to be listed on Schedule 4.10 (the "Material Contracts"), together with all amendments, waivers performed by them and are not in default under or other changes thereto, other than oral Material Contracts, a summary of the material terms of each of which is set forth on Schedule 4.10. (c) None of the Company, Newco nor any of the Sold Subsidiaries is in breach of nor in receipt of any claim of default or default breach under any Material Contract (nor material contract, agreement or instrument to which such Security Party or any of its Subsidiaries is subject; no event has any event occurred that, which with the passage of time or the giving of notice or the passage of time or both would result in a default, breach or default event of noncompliance by such Security Party or any of its Subsidiaries under any material contract, agreement or instrument to which such Security Party or any of its Subsidiaries is subject; no Security Party or any of its Subsidiaries has any present expectation or intention of not fully performing all such obligations; no Security Party or any of its Subsidiaries has knowledge of any breach or anticipated breach by the Companyother parties to any material contract, Newco agreement, instrument or commitment to which it is a party; no Security Party or any Sold Subsidiary) andof its Subsidiaries has delivered or received written notice or oral notice to a Responsible Officer of, to the Company's Knowledge, the or has knowledge that any other party intends to each deliver any notice of, termination or non-renewal of term under any material contract, agreement or instrument to which such Security Party or any of its Subsidiaries is subject; and no Security Party or any of its respective Subsidiaries is a party to any contract requiring it to purchase or sell goods or services or lease property above or below (as the case may be) prevailing market prices and rates or any other materially adverse contract or commitment in excess of $100,000 in the aggregate for all such contracts listed on Schedule 4.10 is not in material breach of or default thereunder. Each Material Contract represents the legal, valid, binding and enforceable obligation of the Company, Newco or one of the Sold Subsidiaries, as applicable, and, to the Knowledge of the Company, each counterparty theretocommitments.

Contracts and Commitments. (a) Except for the Transaction Documents or as set forth on Schedule 4.10the Contracts Schedule, none of neither the Company, Newco or Corporation nor any of the Sold its Subsidiaries is a party to anyor bound by any written or oral: (ia) Contract relating pension, profit sharing, retirement, bonus, incentive, equity option or other plan or arrangement providing for current or deferred or other compensation to employees or independent contractors or any acquisition of a businessother employee benefit plan or arrangement or practice, whether by acquisition of equity interests formal or by asset acquisition, by the Company, Newco or any Sold Subsidiary within the last three (3) years or under which the Company, Newco or any Sold Subsidiary has any ongoing material rights or Liabilitiesinformal; (iib) collective bargaining agreement or similar Contract (eachany other contract with any labor union, a "Collective Bargaining Agreement")or any severance agreements, programs, policies or arrangements; (iiic) Contract agreement or contract for the employment of any officer, individual employee or other person Person on a full-time, part-time time, consulting or consulting other basis providing for base compensation either (i) annual cash or other monetary compensation in excess in the aggregate of $75,000 per annum150,000 or (ii) the payment of any cash or other compensation or benefits upon the consummation of the transactions contemplated hereby or in connection with a change in control or a sale of Equity Securities; (ivd) contract or agreement (i) requiring the consent of any party thereto upon a change in control of the Corporation or any of its Subsidiaries, (ii) 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 Corporation or any of its Subsidiaries or (iii) providing any party any remedy (including rescission or liquidated damages) in the event of a change in control or a sale of Equity Securities; (e) agreement or indenture relating to Indebtedness or the borrowing of money or to mortgaging, pledging or otherwise placing a Lien on any material portion asset of the Company's, Newco's or the Sold Subsidiaries' assets Corporation or any other Contract governing any Indebtedness of the CompanySubsidiary, Newco or any letter of the Sold Subsidiariescredit arrangements or performance bond arrangements; (vf) lease, lease or agreement or other Contract under which (i) it is lessee of or holds or operates any tangible personal property property, real or personal, owned by any other partyPerson, except for any lease of personal property under which the aggregate annual rent exceeds payments do not exceed $25,000; 150,000 or (viii) lease, agreement or other Contract under which it is lessor of or permits any third party to hold or operate any personal property, real or personal, owned or controlled by it under which the aggregate annual payments (or the annual cost of obtaining and providing the same to such third party) exceed $150,000; (g) inbound or outbound license, royalty, indemnification, assignment or other agreement relating to Intellectual Property Rights, except for (a) licenses to the Corporation or any Subsidiary of commercially available off-the-shelf software which has not been customized for the Corporation or such Subsidiary in any significant manner and (b) any such agreements for which the annual rent exceeds $25,000; (vii) Contract aggregate license fees and costs for any such license or group of related Contracts licenses does not exceed $200,000; (h) non-disclosure or confidentiality agreement; (i) contract or group of related contracts with the same party or group of affiliated parties continuing over a period of more than six (6) months from the date or dates thereof, not terminable by the Corporation or a Subsidiary upon thirty (30) days’ or less notice without penalty and involving more than $100,000; (j) contract or group of related contracts with the same party or group of affiliated parties requiring the payment of any fee, penalty or other amount by the Corporation or any Subsidiary in the event of any failure to perform or late performance involving more than $100,000; (k) agreement relating to the ownership of or investments in any business or enterprise, including investments in joint ventures and minority equity investments; (l) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the world, providing for exclusivity in any business line, geographical area, services provided or otherwise, or containing any noncompetition or nonsolicitation obligations; or (m) other agreement or series of related agreements which individually or in the purchase aggregate is or are material to its operations or business prospects or involves annual consideration in excess of products $150,000 (excluding contracts with employees), whether or services (other than purchase orders entered into not in the ordinary course of business), under which the undelivered balance of such products or services has a sales price in excess of $100,000 for the current calendar year or any subsequent year or which is not terminable on less than ninety (90) days' notice; (viii) Contract or group of related Contracts with the same party for the sale of products or services (other than purchase orders entered into in the ordinary course of business), under which the undelivered balance of such products or services has a sales price in excess of $100,000 for the current calendar year or any subsequent year; (ix) Contract which (i) prohibits the Company, Newco or the Sold Subsidiaries from freely engaging in the Businesses anywhere in the world (other than confidentiality agreements entered into in the ordinary course of business) or (ii) contains any exclusivity, non-competition, "most-favored nation," non-solicitation or no-hire provisions; (x) joint venture, strategic alliance, partnership or any similar Contract that provides for the sharing of profits, losses, costs, liabilities or proprietary information by the Company, Newco and the Sold Subsidiaries; (xi) license, royalty agreement or similar Contract relating to the Company Intellectual Property and which require the expenditure of more than $25,000 per annum, other than commercially available software subject to "shrink wrap" licenses; (xii) sales representative, agency, distribution agreements or other similar Contracts for the sale of products of the Company, Newco or any Sold Subsidiary (other than, for the avoidance of doubt, purchase orders entered into in the ordinary course of business); (xiii) any Contract providing for a Change-of-Control Payment; or (xiv) Contract under which the Company, Newco or any Sold Subsidiary acts as a guarantor, surety or, other than the ordinary course of business, indemnitor of any other Person. (bn) Buyer has been given access to a true All of the contracts, agreements, instruments and correct copy of all contracts documents set forth or required to be listed on Schedule 4.10 (the "Material Contracts"), together with all amendments, waivers or other changes thereto, other than oral Material Contracts, a summary of the material terms of each of which is set forth on the Contracts Schedule 4.10. (ceach, a “Material Contract”) None of the Company, Newco nor any of the Sold Subsidiaries is in breach of or default under any Material Contract (nor has any event occurred that, with the giving of notice or the passage of time or both would result in a breach or default by the Company, Newco or any Sold Subsidiary) and, to the Company's Knowledge, the other party to each of the contracts listed on Schedule 4.10 is not in material breach of or default thereunder. Each Material Contract represents the legal, are valid, binding and enforceable obligation against the Corporation and its respective Subsidiaries and each other party thereto in accordance with their respective terms (except as such enforceability may be limited by laws of the Companygeneral application relating to bankruptcy, Newco or one insolvency and relief of the Sold Subsidiaries, debtors). The Corporation and its Subsidiaries (as applicable, ) and, to the Knowledge of the CompanyCorporation, the other parties thereto have performed all obligations required to be performed by them and are not in default under or in breach of, in each counterparty theretocase, nor in receipt of any written claim of such default or breach, under any Material Contract. No event has occurred which with the passage of time or the giving of notice or both would result in a default, breach or event of noncompliance, in each such case, by the Corporation or any of its Subsidiaries under any such Material Contract. The Corporation has no present expectation or intention of not fully performing on a timely basis all such obligations required to be performed by the Corporation or any of its Subsidiaries (as the case may be) under any such Material Contract. The Corporation has no Knowledge of any cancellation, anticipated or threatened cancellation or any default or breach by the other parties to any Material Contract. (o) The Purchasers have been supplied with a true and complete copy of each of the written Material Contracts and agreements and an accurate description of each of the oral Material Contracts.

Contracts and Commitments. (a) Except as expressly contemplated by this Agreement or any Related Documents or as set forth on Schedule 4.10, none Item 4.16 of the CompanyDisclosure Schedule, Newco or as of the date of this Agreement, neither Crown nor any of the Sold its Subsidiaries is a party to any:any written or oral agreement (all items set forth thereon are referred to as "Material Agreements"): (i) Contract relating pension, profit sharing, stock option, employee stock purchase or other plan or arrangement providing for deferred or other compensation to any acquisition of a business, whether by acquisition of equity interests or by asset acquisition, by the Company, Newco employees or any Sold Subsidiary within the last three (3) years other employee benefit plan or under which the Companyarrangement, Newco or any Sold Subsidiary has contract with any ongoing material rights labor union, or Liabilitiesany severance agreements; (ii) collective bargaining agreement or similar Contract (each, a "Collective Bargaining Agreement"); (iii) Contract contract for the employment of any officer, individual employee or other person Person on a full-time, part-time time, consulting or consulting other basis providing for base compensation or other monetary annual compensation in excess of $100,000 or contract relating to loans to officers, directors, shareholders or Affiliates; (iii) contract under which it has advanced or loaned any other Person amounts in the aggregate of exceeding $75,000 per annum100,000; (iv) agreement or indenture relating to the borrowing of money or to the mortgaging, pledging or otherwise placing a Lien an Encumbrance on any material portion asset or material group of the Company's, Newco's or the Sold Subsidiaries' assets or any other Contract governing any Indebtedness of the Company, Newco or any of the Sold Subsidiariesassets; (v) lease, agreement or other Contract under which it is lessee guarantee of or holds or operates any tangible personal property owned by any other party, for which the annual rent exceeds $25,000obligation; (vi) lease, agreement sublease, license or other Contract agreement under which it is lessee or sublessee or licensee of or holds, uses, occupies or operates any property, real or personal, owned by any other party, except for any such agreement relating to real or personal property under which the aggregate annual rental payments do not exceed $100,000; (vii) lease, sublease, license or other agreement under which it is lessor or sublessor or licensor of or permits any third party to hold hold, use, occupy or operate any personal property, for which the annual rent exceeds real or personal, owned or controlled by it in excess of $25,000100,000; (viiviii) Contract assignment, license or group indemnification with respect to any intangible property (including, without limitation, any patent, trademark, trade name, copyright, know-how, trade secret or confidential information); (ix) warranty agreement with respect to its services rendered or its products sold or leased; (x) agreement under which it has granted any Person any registration rights or similar rights (including piggyback rights) or co-sale or similar rights in respect of related Contracts any of its securities; (xi) sales, distribution or franchise agreements involving amounts in excess of $100,000; (xii) agreement with the same party for the purchase a term of products more than six months which is not terminable by it upon less than 30 days' notice without penalty involving amounts in excess of $100,000; (xiii) contract or services (other than purchase orders entered into agreement prohibiting it or materially restricting it from freely engaging in any business or competing anywhere in the ordinary course world; (xiv) contract, agreement or other arrangement, including, without limitation, any stockholders or voting agreement, voting trust or similar arrangement with respect to any of business)its Interests with any officer, under director, employee, or holder of Interests; (xv) joint venture, partnership or similar agreement involving a sharing of profits or expenses; or (xvi) any other agreement which the undelivered balance of such products is material to its operations and business prospects or services has involves a sales price consideration in excess of $100,000 for the current calendar year or any subsequent year or which is not terminable on less than ninety (90) days' notice; (viii) Contract or group of related Contracts with the same party for the sale of products or services (other than purchase orders entered into in the ordinary course of business), under which the undelivered balance of such products or services has a sales price in excess of $100,000 for the current calendar year or any subsequent year; (ix) Contract which (i) prohibits the Company, Newco or the Sold Subsidiaries from freely engaging in the Businesses anywhere in the world (other than confidentiality agreements entered into in the ordinary course of business) or (ii) contains any exclusivity, non-competition, "most-favored nation," non-solicitation or no-hire provisions; (x) joint venture, strategic alliance, partnership or any similar Contract that provides for the sharing of profits, losses, costs, liabilities or proprietary information by the Company, Newco and the Sold Subsidiaries; (xi) license, royalty agreement or similar Contract relating to the Company Intellectual Property and which require the expenditure of more than $25,000 per annum, other than commercially available software subject to "shrink wrap" licenses; (xii) sales representative, agency, distribution agreements or other similar Contracts for the sale of products of the Company, Newco or any Sold Subsidiary (other than, for the avoidance of doubt, purchase orders entered into in the ordinary course of business); (xiii) any Contract providing for a Change-of-Control Payment; or (xiv) Contract under which the Company, Newco or any Sold Subsidiary acts as a guarantor, surety or, other than the ordinary course of business, indemnitor of any other Personannually. (b) Buyer has been given access to a true True and correct copy complete copies of all contracts required to be listed on Schedule 4.10 (the "written Material Contracts")Agreements, together with all amendments, waivers or other changes thereto, other than oral Material Contracts, a summary and accurate and complete summaries of the material terms of each of which is all oral Material Agreements, have been made available to Hens▇▇ ▇▇ its counsel. Except as set forth on Schedule 4.10. (c) None Item 4.16 of the CompanyDisclosure Schedule, Newco nor any or where the failure would not have a Material Adverse Effect on Crown, all of the Sold Subsidiaries is Material Agreements set forth on such Item 4.16 are in breach of or default under any Material Contract (nor has any event occurred that, with the giving of notice or the passage of time or both would result in a breach or default by the Company, Newco or any Sold Subsidiary) and, to the Company's Knowledge, the other party to each of the contracts listed on Schedule 4.10 is not in material breach of or default thereunder. Each Material Contract represents the legal, full force and effect and are valid, binding and enforceable obligation against Crown and each of its Subsidiaries in accordance with their respective terms, subject to (i) the Companyeffects of bankruptcy, Newco insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or one affecting creditors' rights generally and (ii) general equitable principles (whether considered in a proceeding in equity or at law). Each of Crown and each of its Subsidiaries has performed all material obligations required to be performed by it under such Material Agreements and neither Crown nor any of its Subsidiaries is in default under or in breach of, nor is any of them in receipt of any claim of default or breach under, nor does any of them have knowledge of any event which, with the Sold Subsidiariespassing of time, as applicablethe giving of notice, and, or both would constitute a breach or default under any such Material Agreement to which it is subject which would reasonably be expected to have a Material Adverse Effect on Crown; neither Crown nor any of its Subsidiaries has any knowledge of any breach or anticipated breach by the Knowledge of the Company, each counterparty theretoother parties to any Material Agreement to which it is a party which would be reasonably expected to have a Material Adverse Effect on Crown.

Contracts and Commitments. (ai) Except as expressly contemplated by this Agreement or as set forth on Schedule 4.10, none the attached "Contracts Schedule," as of the CompanyClosing, Newco or neither the Company nor any of the Sold Subsidiaries Subsidiary is a party to anyany written or oral: (ia) Contract relating pension, profit sharing, stock option, employee stock purchase or other plan or arrangement providing for deferred or other compensation to any acquisition of a business, whether by acquisition of equity interests or by asset acquisition, by the Company, Newco employees or any Sold Subsidiary within the last three (3) years other employee benefit plan or under which the Companyarrangement, Newco or any Sold Subsidiary has contract with any ongoing material rights labor union, or Liabilitiesany severance agreements; (iib) collective bargaining agreement or similar Contract (each, a "Collective Bargaining Agreement"); (iii) Contract contract for the employment of any officer, individual employee or other person Person on a full-time, part-time time, consulting or consulting other basis providing for base compensation or other monetary annual compensation in excess of $100,000 or contract relating to loans to officers, directors or affiliates; (c) contract under which the Company or a Subsidiary has advanced or loaned any other Person amounts in the aggregate of exceeding $75,000 per annum100,000; (ivd) agreement or indenture relating to the borrowing of money or to the mortgaging, pledging or otherwise placing a Lien lien on any material portion asset or material group of assets of the Company's, Newco's or the Sold Subsidiaries' assets or any other Contract governing any Indebtedness of the Company, Newco or any of the Sold Company and its Subsidiaries; (ve) lease, guarantee of any obligation; (f) lease or agreement or other Contract under which it the Company or any Subsidiary is lessee of or holds or operates any tangible personal property property, real or personal, owned by any other party, except for any lease of real or personal property under which the aggregate annual rent exceeds rental payments do not exceed $25,000; (vig) lease, lease or agreement or other Contract under which it the Company or any Subsidiary is lessor of or permits any third party to hold or operate any personal property, for which real or personal, owned or controlled by the annual rent exceeds $25,000Company or any Subsidiary; (viih) Contract contract or group of related Contracts contracts with the same party for or group of affiliated parties the purchase performance of products or services (other than purchase orders entered into in the ordinary course of business), under which the undelivered balance of such products or services has involves a sales price consideration in excess of $100,000 for the current calendar year or any subsequent year or which is not terminable on less than ninety (90) days' notice150,000; (viiii) Contract assignment, license, indemnification or group agreement with respect to any intangible property (including, without limitation, any patent, trademark, trade name, copyright, know-how, trade secret or confidential information; (j) warranty agreement with respect to its services rendered or its products sold or leased; (k) agreements under which it has granted any Person any registration rights (including piggyback rights); (l) contract, agreement or other arrangement with any officer, director, employee or Affiliate, or any Affiliate of related Contracts with the same party for the sale of products any officer, director or services employee except employment agreements terminable at will; (other than purchase orders entered into m) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the ordinary course of business), under world; and (n) any other agreement which the undelivered balance of such products is material to its operations and business prospects or services has involves a sales price consideration in excess of $100,000 for the current calendar year or any subsequent year;150,000 annually. (ix) Contract which (i) prohibits the Company, Newco or the Sold Subsidiaries from freely engaging in the Businesses anywhere in the world (other than confidentiality agreements entered into in the ordinary course of business) or (ii) contains The Company and each Subsidiary have performed all material obligations required to be performed by them and are not in default under or in breach of nor in receipt of any exclusivityclaim of default or breach under any material contract, non-competition, "most-favored nation," non-solicitation agreement or no-hire provisions; (x) joint venture, strategic alliance, partnership instrument to which the Company or any similar Contract that provides for Subsidiary is subject; no event has occurred which with the sharing passage of profitstime or the giving of notice or both would result in a default, lossesbreach or event of noncompliance under any material contract, costs, liabilities agreement or proprietary information instrument to which the Company or any Subsidiary is subject; neither the Company nor any Subsidiary has any present expectation or intention of not fully performing all such obligations; neither the Company nor any Subsidiary has knowledge of any breach or anticipated breach by the Company, Newco other parties to any material contract or commitment to which it is a party; and the Sold Subsidiaries; (xi) license, royalty agreement or similar Contract relating to neither the Company Intellectual Property and which require the expenditure of more than $25,000 per annum, other than commercially available software subject nor any Subsidiary is a party to "shrink wrap" licenses; (xii) sales representative, agency, distribution agreements any materially adverse contract or other similar Contracts for the sale of products of the Company, Newco or any Sold Subsidiary (other than, for the avoidance of doubt, purchase orders entered into in the ordinary course of business); (xiii) any Contract providing for a Change-of-Control Payment; or (xiv) Contract under which the Company, Newco or any Sold Subsidiary acts as a guarantor, surety or, other than the ordinary course of business, indemnitor of any other Personcommitment. (biii) Buyer The Purchasers' special counsel has been given access to supplied with a true and correct copy of all each of the written contracts required and an accurate description of the oral contracts which are referred to be listed on Schedule 4.10 (the "Material Contracts")Contracts Schedule, together with all amendments, waivers or other changes thereto, other than oral Material Contracts, a summary of the material terms of each of which is set forth on Schedule 4.10. (c) None of the Company, Newco nor any of the Sold Subsidiaries is in breach of or default under any Material Contract (nor has any event occurred that, with the giving of notice or the passage of time or both would result in a breach or default by the Company, Newco or any Sold Subsidiary) and, to the Company's Knowledge, the other party to each of the contracts listed on Schedule 4.10 is not in material breach of or default thereunder. Each Material Contract represents the legal, valid, binding and enforceable obligation of the Company, Newco or one of the Sold Subsidiaries, as applicable, and, to the Knowledge of the Company, each counterparty thereto.

Contracts and Commitments. (ai) Except as expressly contemplated by this Agreement or as set forth on Schedule 4.10, none of the Company, Newco attached "Contracts Schedule" or the attached "Employee Benefits Schedule," neither the Company nor any of the Sold Subsidiaries Subsidiary is a party to anyor bound by any written or oral: (i) Contract relating pension, profit sharing, stock option, employee stock purchase or other plan or arrangement providing for deferred or other compensation to any acquisition of a business, whether by acquisition of equity interests or by asset acquisition, by the Company, Newco employees or any Sold Subsidiary within the last three (3) years other employee benefit plan or under which the Companyarrangement, Newco or any Sold Subsidiary has collective bargaining agreement or any ongoing material rights other contract with any labor union, or Liabilitiesseverance agreements, programs, policies or arrangements; (ii) collective bargaining agreement or similar Contract (each, a "Collective Bargaining Agreement"); (iii) Contract contract for the employment of any officer, individual employee or other person Person on a full-time, part-time time, consulting or consulting other basis providing for base compensation or other monetary annual compensation in excess of $100,000 or having a remaining term of 3 years or longer, or contract relating to loans to officers, directors or Affiliates; (iii) contract under which the Company or any Subsidiary has advanced or loaned any other Person amounts in the aggregate of exceeding $75,000 per annum10,000; (iv) agreement or indenture relating to the borrowing of borrowed money or to other Indebtedness or the mortgaging, pledging or otherwise placing a Lien on any material portion asset or material group of assets of the Company's, Newco's or the Sold Subsidiaries' assets or any other Contract governing any Indebtedness of the Company, Newco or any of the Sold Company and its Subsidiaries; (v) lease, guarantee of any obligation in excess of $10,000 (other than by the Company of a Wholly-Owned Subsidiary's debts or a guarantee by a Subsidiary of the Company's debts or another Subsidiary's debts); (vi) lease or agreement or other Contract under which it the Company or any Subsidiary is lessee of or holds or operates any tangible personal property property, real or personal, owned by any other party, except for any lease of real or personal property under which the aggregate annual rent exceeds rental payments do not exceed $25,000100,000; (vivii) lease, lease or agreement or other Contract under which it the Company or any Subsidiary is lessor of or permits any third party to -35- hold or operate any personal property, for which real or personal, owned or controlled by the annual rent exceeds $25,000; (vii) Contract or group of related Contracts with the same party for the purchase of products or services (other than purchase orders entered into in the ordinary course of business), under which the undelivered balance of such products or services has a sales price in excess of $100,000 for the current calendar year Company or any subsequent year or which is not terminable on less than ninety (90) days' noticeSubsidiary; (viii) Contract contract or group of related Contracts contracts with the same party for or group of affiliated parties the sale performance of products or services (other than purchase orders entered into which involves payments in the ordinary course any period of business), under which the undelivered balance of such products or services has a sales price 12 consecutive months in excess of $100,000 for the current calendar year or any subsequent year100,000; (ix) Contract which assignment, license, indemnification or agreement with respect to any intangible property (i) prohibits the Companyincluding, Newco or the Sold Subsidiaries from freely engaging in the Businesses anywhere in the world (other than confidentiality agreements entered into in the ordinary course of business) or (ii) contains without limitation, any exclusivity, non-competition, "most-favored nation," non-solicitation or no-hire provisionsIntellectual Property); (x) joint venture, strategic alliance, partnership warranty agreement with respect to its services rendered or any similar Contract that provides for the sharing of profits, losses, costs, liabilities its products sold or proprietary information by the Company, Newco and the Sold Subsidiariesleased; (xi) licenseagreement under which it has granted any Person any registration rights (including, royalty agreement or similar Contract relating to the Company Intellectual Property without limitation, demand and which require the expenditure of more than $25,000 per annum, other than commercially available software subject to "shrink wrap" licensespiggyback registration rights); (xii) sales representative, agencysales, distribution agreements or other similar Contracts for the sale of products of the Company, Newco or any Sold Subsidiary (other than, for the avoidance of doubt, purchase orders entered into in the ordinary course of business)franchise agreement; (xiii) agreement with a term of more than six months which is not terminable by the Company or any Contract providing for a Change-of-Control PaymentSubsidiary upon less than 30 days notice without penalty; (xiv) contract, agreement or other arrangement (A) with any officer, director, stockholder, employee or (B) involving an aggregate of $50,000 or more in any period of 12 consecutive months, with Affiliate, or any Affiliate of any officer, director, stockholder or employee; (xv) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the world; or (xivxvi) Contract under which the Company, Newco or any Sold Subsidiary acts as a guarantor, surety or, other than the ordinary course of business, indemnitor of any other Person. (b) Buyer has been given access to a true and correct copy of all contracts required to be listed on Schedule 4.10 (the "Material Contracts"), together with all amendments, waivers or other changes thereto, other than oral Material Contracts, a summary of the material terms of each of agreement which is set forth on Schedule 4.10material to its operations and business prospects or involves a consideration in excess of $120,000 annually (excluding any purchase order involving less than $250,000). (c) None of the Company, Newco nor any of the Sold Subsidiaries is in breach of or default under any Material Contract (nor has any event occurred that, with the giving of notice or the passage of time or both would result in a breach or default by the Company, Newco or any Sold Subsidiary) and, to the Company's Knowledge, the other party to each of the contracts listed on Schedule 4.10 is not in material breach of or default thereunder. Each Material Contract represents the legal, valid, binding and enforceable obligation of the Company, Newco or one of the Sold Subsidiaries, as applicable, and, to the Knowledge of the Company, each counterparty thereto.

Contracts and Commitments. (a) Except as set forth on Schedule 4.10expressly contemplated by this Agreement, none of the Company, Newco or neither MCK Nevada nor any of the Sold Subsidiaries Subsidiary is a party to anyor bound by any written or oral: (i) Contract relating pension, profit sharing, stock option, employee stock purchase or other plan or arrangement providing for deferred or other compensation to any acquisition of a business, whether by acquisition of equity interests or by asset acquisition, by the Company, Newco employees or any Sold Subsidiary within the last three (3) years other employee benefit plan or under which the Companyarrangement, Newco or any Sold Subsidiary has collective bargaining agreement or any ongoing material rights other contract with any labor union, or Liabilitiesseverance agreements, programs, policies or arrangements; (ii) collective bargaining agreement or similar Contract (each, a "Collective Bargaining Agreement"); (iii) Contract contract for the employment of any officer, individual employee or other person Person on a full-time, part-time time, consulting or consulting other basis providing for base compensation or other monetary annual compensation in excess of $60,000 or contract relating to loans to officers, directors or Affiliates; (iii) contract under which MCK Nevada or Subsidiary has advanced or loaned any other Person amounts in the aggregate of exceeding $75,000 per annum10,000; (iv) agreement or indenture relating to the borrowing of borrowed money or to other Indebtedness or the mortgaging, pledging or otherwise placing a Lien on any material portion asset or material group of the Company's, Newco's assets of MCK Nevada or the Sold Subsidiaries' assets or any other Contract governing any Indebtedness of the Company, Newco or any of the Sold its Subsidiaries; (v) lease, guarantee of any obligation in excess of $10,000; (vi) lease or agreement or other Contract under which it MCK Nevada or any Subsidiary is lessee of or holds or operates any tangible personal property property, real or personal, owned by any other party, for which the annual rent exceeds $25,000; (vivii) lease, lease or agreement or other Contract under which it MCK Nevada or any Subsidiary is lessor of or permits any third party to hold or operate any personal property, real or personal, owned or controlled by MCK Nevada or any Subsidiary except for any lease of real or personal property under which the aggregate annual rent exceeds rental payments do not exceed $10,000; (viii) contract or group of related contracts with the same party or group of affiliated parties the performance of which involves consideration in excess of $25,000; (vii) Contract or group of related Contracts with the same party for the purchase of products or services (other than purchase orders entered into in the ordinary course of business), under which the undelivered balance of such products or services has a sales price in excess of $100,000 for the current calendar year or any subsequent year or which is not terminable on less than ninety (90) days' notice; (viii) Contract or group of related Contracts with the same party for the sale of products or services (other than purchase orders entered into in the ordinary course of business), under which the undelivered balance of such products or services has a sales price in excess of $100,000 for the current calendar year or any subsequent year; (ix) Contract which assignment, license, indemnification or agreement with respect to any intangible property (i) prohibits the Companyincluding, Newco or the Sold Subsidiaries from freely engaging in the Businesses anywhere in the world (other than confidentiality agreements entered into in the ordinary course of business) or (ii) contains without limitation, any exclusivity, non-competition, "most-favored nation," non-solicitation or no-hire provisionsIntellectual Property); (x) joint venturewarranty agreement with respect to its services rendered or its products sold, strategic alliance, partnership leased or licensed which contains terms and conditions that differ in any similar Contract that provides for material respect from MCK Nevada's standard warranty terms and conditions (a copy of which standard terms and conditions is attached to the sharing of profits, losses, costs, liabilities or proprietary information by the Company, Newco and the Sold SubsidiariesDisclosure Schedule); (xi) licenseagreement under which it has granted any Person any registration rights (including, royalty agreement without limitation, demand or similar Contract relating to the Company Intellectual Property and which require the expenditure of more than $25,000 per annum, other than commercially available software subject to "shrink wrap" licensespiggyback registration rights); (xii) sales representative, agencysales, distribution agreements or other similar Contracts for the sale of products of the Company, Newco or any Sold Subsidiary (other than, for the avoidance of doubt, purchase orders entered into in the ordinary course of business)franchise agreement; (xiii) agreement with a term of more than six months which is not terminable by MCK Nevada or any Contract providing for a Change-of-Control PaymentSubsidiary upon less than 30 days notice without penalty and which involves consideration in excess of $25,000; (xiv) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the world; or (xivxv) Contract under which the Company, Newco or any Sold Subsidiary acts as a guarantor, surety or, other than the ordinary course of business, indemnitor of any other Personagreement which is material to its operations and business prospects or involves a consideration in excess of $50,000 annually. (b) Buyer has All of the contracts, agreements and instruments set forth or required to be set forth on the Disclosure Schedule have been given access executed and delivered and, to a true the best knowledge and correct copy belief of each Representing Party, are valid, binding and enforceable in accordance with their respective terms. MCK Nevada and each Subsidiary have performed all contracts material obligations required to be performed by them under the contracts, agreements and instruments listed or required to be listed on the Disclosure Schedule 4.10 (the "Material Contracts"), together with all amendments, waivers and are not in default under or other changes thereto, other than oral Material Contracts, a summary of the material terms of each of which is set forth on Schedule 4.10. (c) None of the Company, Newco nor any of the Sold Subsidiaries is in breach of nor in receipt of any claim of default or default breach under any Material Contract (nor such contract, agreement or instrument; no event has any event occurred that, which with the passage of time or the giving of notice or the passage of time or both would result in a default, breach, or any intention to terminate, or event of noncompliance by MCK Nevada or any Subsidiary under any contract, agreement or instrument listed or required to be listed on the Disclosure Schedule; neither MCK Nevada nor any Subsidiary has any present expectation or intention of not fully performing all such obligations; neither MCK Nevada nor any Subsidiary has knowledge of any breach or default anticipated breach by the Companyother parties to any contract, Newco agreement, instrument or any Sold Subsidiary) commitment listed or required to be listed on the Disclosure Schedule; and, to the Company's Knowledgeknowledge of MCK Nevada, the other neither MCK Nevada nor any Subsidiary is a party to any contract or commitment requiring it to purchase or sell goods or services or lease property above or below (as the case may be) prevailing market prices and rates. (c) A true and correct copy of each of the written instruments, plans, contracts listed on Schedule 4.10 is not in material breach and agreements, including all amendments (or currently proposed amendments) and waivers thereto, and an accurate description of or default thereunder. Each Material Contract represents the legal, valid, binding and enforceable obligation each of the Companyoral arrangements, Newco or one of contracts and agreements which are referred to on the Sold Subsidiaries, as applicable, and, Disclosure Schedule have been made available to the Knowledge of the Company, each counterparty theretoPurchaser's special counsel.

Contracts and Commitments. (a) Except as expressly contemplated by this Agreement or as set forth on the attached Contracts Schedule 4.10or, none in the case of paragraph (iv), below, the CompanyEmployees Schedule, Newco or neither the Company nor any of the Sold its Subsidiaries is a party to anyor bound by any written or oral: (i) Contract relating to with any acquisition vendor involving annual consideration in the aggregate in excess of a business, whether by acquisition of equity interests or by asset acquisition, by the Company, Newco or any Sold Subsidiary within the last three (3) years or under which the Company, Newco or any Sold Subsidiary has any ongoing material rights or Liabilities;$50,000. (ii) Contract with any customer involving annual consideration in the aggregate in excess of $50,000. (iii) pension, profit sharing, stock option, employee stock purchase or other plan or arrangement providing for compensation (including any bonuses or other remuneration and whether in cash or otherwise), to employees, former employees or consultants, or any other employee benefit plan or arrangement, or any collective bargaining agreement or similar Contract (eachany other contract with any labor union, a "Collective Bargaining Agreement"); (iii) Contract for the employment of any officeror severance agreements, individual employee programs, policies or other person on a full-time, part-time or consulting basis providing for base compensation or other monetary compensation in excess in the aggregate of $75,000 per annumarrangements; (iv) contract relating to (A) loans to officers, directors or Affiliates (other than inter-company debt among the Company and a Subsidiary or between Subsidiaries of the Company), or (B) employment of (or consulting arrangement with) any executive officer, Headquarter Staff or any other employee or consultant earning more than $50,000 per year; (v) contract under which the Company or any of its Subsidiaries has advanced or loaned any other Person amounts in the aggregate exceeding $25,000; (vi) agreement or indenture relating to the borrowing of borrowed money or to other Indebtedness or the mortgaging, pledging or otherwise placing a Lien on any material portion asset or group of assets of the Company's, Newco's or the Sold Subsidiaries' assets or any other Contract governing any Indebtedness of the Company, Newco Company or any of the Sold its Subsidiaries; (vvii) lease, Guaranty; (viii) lease or agreement or other Contract under which it the Company or any of its Subsidiaries is lessee of or holds or operates any tangible personal property property, real or personal, owned by any other party, except for any lease of real or personal property under which the aggregate annual rent exceeds rental payments do not exceed $25,00050,000 (it being agreed that any such lease disclosed on the Leased Real Property Schedule shall also be deemed disclosed herein); (viix) lease, lease or agreement or other Contract under which it the Company or any of its Subsidiaries is lessor of or permits any third party to hold or operate any personal property, for which real or personal, owned or controlled by the annual rent exceeds $25,000; (vii) Contract or group of related Contracts with the same party for the purchase of products or services (other than purchase orders entered into in the ordinary course of business), under which the undelivered balance of such products or services has a sales price in excess of $100,000 for the current calendar year Company or any subsequent year or which is not terminable on less than ninety (90) days' notice; (viii) Contract or group of related Contracts with the same party for the sale of products or services (other than purchase orders entered into in the ordinary course of business), under which the undelivered balance of such products or services has a sales price in excess of $100,000 for the current calendar year or any subsequent year; (ix) Contract which (i) prohibits the Company, Newco or the Sold Subsidiaries from freely engaging in the Businesses anywhere in the world (other than confidentiality agreements entered into in the ordinary course of business) or (ii) contains any exclusivity, non-competition, "most-favored nation," non-solicitation or no-hire provisionsits Subsidiaries; (x) joint venture, strategic alliance, partnership contract or any similar Contract that provides for group of related contracts with the sharing same party or group of profits, losses, costs, liabilities or proprietary information by affiliated parties the Company, Newco and performance of which involves consideration in the Sold Subsidiariesaggregate in excess of $50,000; (xi) assignment, license, royalty indemnification or agreement with respect to any intangible property (including any Intellectual Property Rights) granted or similar Contract relating made to the Company Intellectual Property or any of its Subsidiaries, or granted or made by the Company or any of its Subsidiaries to third parties, except licenses to the Company or any of its Subsidiaries of commercially available, unmodified, "off the shelf" software used solely for the Company's and which require the expenditure its Subsidiaries' own internal use for an aggregate fee, royalty or other consideration for any such software or group of related software licenses of no more than $25,000 per annum, other than commercially available software subject to "shrink wrap" licenses50,000 annually; (xii) sales representativesales, agencydistribution, distribution agreements manufacturing, supply or other similar Contracts for franchise agreement (A) which involves consideration in the sale aggregate in excess of products of the Company, Newco or any Sold Subsidiary $50,000 annually (other thanthan royalties from franchisees) or (B) other than franchise agreements, for the avoidance which involves any exclusivity, requirements clauses or similar right or obligation of doubt, purchase orders entered into in the ordinary course of businessany party thereto (including without limitation territorial exclusivity); (xiii) agreement with a term of more than six months which is not terminable by the Company or any Contract providing for of its Subsidiaries upon less than thirty (30) days' notice without penalty and involves a Change-of-Control Paymentconsideration in excess of $50,000 annually; (xiv) contract regarding voting, transfer or other arrangements related to the Company's or any Subsidiary's Capital Stock or warrants, options or other rights to acquire any of the Company's or any Subsidiary's Capital Stock; (xv) contract or agreement regarding any material indemnification provided to or by the Company and any if its Subsidiaries, including any contract regarding any indemnification provided with respect to Environmental and Safety Requirements; (xvi) other than franchise agreements, contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the world; or (xivxvii) Contract under which the Company, Newco or any Sold Subsidiary acts as a guarantor, surety or, other than the ordinary course of business, indemnitor of any other Personagreement which is material to its operations and business prospects or involves a consideration in excess of $50,000 annually. To the extent applicable, the contracts, leases, agreements and instruments identified on the Contracts Schedule are separately identified by type of agreement. The description of all contracts, leases, agreements and instruments identified on the Contracts Schedule clearly identify all amendments, waivers and other modifications to such agreements. (b) All of the contracts, leases, agreements and instruments set forth or required to be set forth on the Contracts Schedule are valid, binding and enforceable in accordance with their respective terms against the Company or Subsidiary party thereto and, to the knowledge of the Company, the other parties thereto (except as enforceability may be limited by laws relating to bankruptcy, insolvency, winding-up or other similar laws affecting the enforcement of creditors' rights, and by general principles of equity). Except as set forth on the Contracts Schedule, (i) each of the Company and its Subsidiaries has performed all obligations required to be performed by it in all material respects and is not in material default under or in material breach of nor in receipt of any claim of default or breach under any contract, lease, agreement or instrument to which the Company or any of its Subsidiaries is subject; (ii) no event has occurred which with the passage of time or the giving of notice or both would result in a material default, material breach or event of material noncompliance by the Company or any of its Subsidiaries under any contract, lease, agreement or instrument to which the Company or any of its Subsidiaries is subject; (iii) neither the Company nor any of its Subsidiaries has any present expectation or intention of not performing, in all material respects, all such obligations; and (iv) the Company does not have knowledge of any material breach or anticipated material breach by the other parties to any contract, lease, agreement, instrument or commitment to which they are parties. Except as set forth on the Contracts Schedule, there are no renegotiations of, attempts or requests to renegotiate or outstanding rights to renegotiate, any terms of any of the agreements and instruments set forth or required to be set forth on the Contracts Schedule. (c) Buyer or its special counsel has been given access to supplied with a true and correct copy of all each of the written instruments, plans, contracts required and agreements and an accurate description of each of the oral arrangements, contracts and agreements which are referred to be listed on Schedule 4.10 (the "Material Contracts")attached Contracts Schedule, together with all amendments, waivers or other changes thereto, other than oral Material Contracts, a summary of the material terms of each of which is set forth on Schedule 4.10. (c) None of the Company, Newco nor any of the Sold Subsidiaries is in breach of or default under any Material Contract (nor has any event occurred that, with the giving of notice or the passage of time or both would result in a breach or default by the Company, Newco or any Sold Subsidiary) and, to the Company's Knowledge, the other party to each of the contracts listed on Schedule 4.10 is not in material breach of or default thereunder. Each Material Contract represents the legal, valid, binding and enforceable obligation of the Company, Newco or one of the Sold Subsidiaries, as applicable, and, to the Knowledge of the Company, each counterparty thereto.

Contracts and Commitments. (a) 4.12.1. Except as expressly contemplated by this Agreement or as set forth on Schedule 4.10, none of the Company, Newco attached "Contracts Schedule" or the attached "Employee Benefits ------------------ ----------------- Schedule," neither the Company nor any of the Sold Subsidiaries Subsidiary is a party to anyor bound by any -------- written or oral: (ia) Contract relating pension, profit sharing, stock option, employee stock purchase or other plan or arrangement providing for deferred or other compensation to any acquisition of a business, whether by acquisition of equity interests or by asset acquisition, by the Company, Newco employees or any Sold Subsidiary within the last three (3) years other employee benefit plan or under which the Companyarrangement, Newco or any Sold Subsidiary has any ongoing material rights or Liabilities; (ii) collective bargaining agreement or similar Contract (eachany other contract with any labor union, a "Collective Bargaining Agreement")or severance agreements, programs, policies or arrangements; (iiib) Contract contract for the employment of any officer, individual employee or other person Person on a full-time, part-time time, consulting or consulting other basis providing for base compensation or other monetary annual compensation in excess of $75,000 or contract relating to loans to officers, directors or Affiliates; (c) contract under which the Company or Subsidiary has advanced or loaned any other Person amounts in the aggregate of exceeding $75,000 per annum100,000; (ivd) agreement or indenture relating to the borrowing of borrowed money or to other Debt or the mortgaging, pledging or otherwise placing a Lien on any material portion asset or material group of assets of the Company's, Newco's or the Sold Subsidiaries' assets or any other Contract governing any Indebtedness of the Company, Newco or any of the Sold Company and its Subsidiaries; (ve) lease, guarantee of any obligation in excess of $100,000 (other than by the Company of a Wholly-Owned Subsidiary's debts or a guarantee by a Subsidiary of the Company's debts or another Subsidiary's debts); (f) lease or agreement or other Contract under which it the Company or any Subsidiary is lessee of or holds or operates any tangible personal property property, real or personal, owned by any other party, except for any lease of real or personal property under which the aggregate annual rent exceeds rental payments do not exceed $25,000100,000; (vig) lease, lease or agreement or other Contract under which it the Company or any Subsidiary is lessor of or permits any third party to hold or operate any personal property, for which real or personal, owned or controlled by the annual rent exceeds $25,000Company or any Subsidiary; (viih) Contract assignment, license, indemnification or agreement with respect to any intangible property (including, without limitation, any Intellectual Property); (i) warranty agreement with respect to its services rendered or its products sold or leased; (j) agreement under which it has granted any Person any registration rights (including, without limitation, demand and piggyback registration rights); (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) contract or group of related Contracts contracts with the same party for or group of affiliated parties the purchase performance of products or services (other than purchase orders entered into in the ordinary course of business), under which the undelivered balance of such products or services has a sales price involves consideration in excess of $100,000 for the current calendar year 200,000; or any subsequent year or agreement with a term of more than six months which is not terminable on by the Company or any Subsidiary upon less than ninety (90) days' notice;30 days notice without penalty. (viii) Contract 4.12.2. All of the contracts, agreements and instruments set forth on the Contracts Schedule are valid, binding and enforceable in accordance with their respective terms in all material respects. The Company and each Subsidiary have performed all material obligations required to be performed by them and are not in default under or group in breach of related Contracts nor in receipt of any claim of default or breach under any material contract, agreement or instrument to which the Company or any Subsidiary is subject; no event has occurred which with the same party for passage of time or the sale giving of products notice or services (other than purchase orders entered into both would result in a default, breach or event of noncompliance by the ordinary course of business)Company or any Subsidiary under any material contract, under agreement or instrument to which the undelivered balance of such products or services has a sales price in excess of $100,000 for the current calendar year Company or any subsequent year; (ix) Contract which (i) prohibits Subsidiary is subject; neither the Company, Newco Company nor any Subsidiary has any present expectation or intention of not fully performing all such obligations; and neither the Sold Subsidiaries from freely engaging in the Businesses anywhere in the world (other than confidentiality agreements entered into in the ordinary course Company nor any Subsidiary has knowledge of business) any breach or (ii) contains any exclusivity, non-competition, "most-favored nation," non-solicitation or no-hire provisions; (x) joint venture, strategic alliance, partnership or any similar Contract that provides for the sharing of profits, losses, costs, liabilities or proprietary information anticipated breach by the Companyother parties to any material contract, Newco and the Sold Subsidiaries; (xi) licenseagreement, royalty agreement instrument or similar Contract relating commitment to the Company Intellectual Property and which require the expenditure of more than $25,000 per annum, other than commercially available software subject to "shrink wrap" licenses; (xii) sales representative, agency, distribution agreements or other similar Contracts for the sale of products of the Company, Newco or any Sold Subsidiary (other than, for the avoidance of doubt, purchase orders entered into in the ordinary course of business); (xiii) any Contract providing for it is a Change-of-Control Payment; or (xiv) Contract under which the Company, Newco or any Sold Subsidiary acts as a guarantor, surety or, other than the ordinary course of business, indemnitor of any other Personparty. (b) Buyer 4.12.3. The Lender's special counsel has been given access to supplied with a true and correct copy of all each of the written instruments, plans, contracts required and agreements and an accurate description of each of the oral arrangements, contracts and agreements which are referred to be listed on Schedule 4.10 (the "Material Contracts")Contracts Schedule, together with all amendments, waivers or other changes thereto, other than oral Material Contracts, a summary of the material terms of each of which is set forth on Schedule 4.10. (c) None of the Company, Newco nor any of the Sold Subsidiaries is in breach of or default under any Material Contract (nor has any event occurred that, with the giving of notice or the passage of time or both would result in a breach or default by the Company, Newco or any Sold Subsidiary) and, to the Company's Knowledge, the other party to each of the contracts listed on Schedule 4.10 is not in material breach of or default thereunder. Each Material Contract represents the legal, valid, binding and enforceable obligation of the Company, Newco or one of the Sold Subsidiaries, as applicable, and, to the Knowledge of the Company, each counterparty thereto.

Contracts and Commitments. (ai) Except as expressly contemplated by this Agreement or as set forth on Schedule 4.10the attached Contracts Schedule, none of the Company, Newco Company or any of the Sold its ------------------ Subsidiaries is a party to anyor bound by any written or oral: (ia) Contract relating pension, profit sharing, stock option, employee stock purchase or other plan or arrangement providing for deferred or other compensation to employees or any acquisition of a businessother employee benefit plan, arrangement or practice, whether by acquisition of equity interests formal or by asset acquisition, by the Company, Newco or any Sold Subsidiary within the last three (3) years or under which the Company, Newco or any Sold Subsidiary has any ongoing material rights or Liabilitiesinformal; (iib) collective bargaining agreement or similar Contract (eachany other contract with any labor union, a "Collective Bargaining Agreement")or severance agreements, programs, policies or arrangements; (iiic) Contract management agreement, contract for the employment of any officer, individual employee or other person Person on a full-time, part-time or time, consulting basis providing for base compensation or other monetary basis (i) providing annual cash or other compensation in excess in the aggregate of $75,000 per annum50,000, (ii) providing for the payment of any cash or other compensation or benefits upon the consummation of the transactions contemplated hereby or (iii) otherwise restricting its ability to terminate the employment of any employee at anytime for any lawful reason or for no reason without penalty or liability; (ivd) contract or agreement involving any Governmental Entity; (e) agreement or indenture relating to the borrowing of borrowed money or to other Indebtedness or the mortgaging, pledging or otherwise placing a Lien on any material portion asset or material group of assets of the Company's, Newco's or the Sold Subsidiaries' assets or any other Contract governing any Indebtedness of the Company, Newco Company (or any of the Sold its Subsidiaries) or any letter of credit arrangements; (vf) leaseGuarantee, other than endorsements made for collection in the ordinary course of business; (g) lease or agreement or other Contract under which it the Company or any of its Subsidiaries is (i) lessee of or holds or operates any tangible personal property property, owned by any other party, except for any lease of personal property under which the aggregate annual rent exceeds rental payments do not exceed $25,000; 100,000 or (viii) lease, agreement or other Contract under which it is lessor of or permits any third party to hold or operate any personal property, for which real or personal, owned or controlled by the annual rent exceeds $25,000Company or any of its Subsidiaries; (viih) Contract contract or group of related Contracts contracts with the same party or group of affiliated parties for the purchase or sale of products raw materials, commodities, supplies, products, equipment or other personal property or services (other than under which the undelivered balance as of December 31, 1996 of such products and services has a selling price in excess of $100,000, exclusive of customer purchase orders entered into received in the ordinary course of business or Company purchase orders delivered in the ordinary course of business), under which the undelivered balance of such products or services has a sales price in excess of $100,000 for the current calendar year or any subsequent year or which is not terminable on less than ninety (90) days' notice; (viiii) Contract other contract or group of related Contracts contracts with the same party for or group of affiliated parties continuing over a period of more than six months from the sale date or dates thereof, not terminable by the Company or any of products its Subsidiaries upon 30 days' or services (other less notice without penalty or involving more than $100,000 as to any one contract and $500,000 as to any group of related contracts but, in any event, exclusive of customer purchase orders entered into received in the ordinary course of business or Company purchase orders delivered in the ordinary course of business; (j) contract relating to the marketing, sale, advertising or promotion of its products; (k) agreements relating to the ownership of, investments in or loans and advances to any Person, including investments in joint ventures and minority equity investments; (l) license, royalty, indemnification or other agreement with respect to any intangible property (including any Intellectual Property Rights); (m) broker, under agent, sales representative, sales or distribution agreement; (n) power of attorney or other similar agreement or grant of agency; (o) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the world, including, without limitation, any nondisclosure or confidentiality agreements; or (p) other agreement which the undelivered balance of such products is material to its operations and business prospects or services has involves a sales price consideration in excess of $100,000 for the current calendar year annually, whether or any subsequent year; (ix) Contract which (i) prohibits the Company, Newco or the Sold Subsidiaries from freely engaging in the Businesses anywhere in the world (other than confidentiality agreements entered into not in the ordinary course of business) or . (ii) contains any exclusivityTo the Knowledge of the Company and the Shareholders, non-competitionall of the contracts, agreements and instruments set forth or required to be set forth on the attached Contracts Schedule (the "most-favored nation," non-solicitation or no-hire provisions; Material Contracts") are valid, binding ------------------ ------------------ and enforceable in accordance with their respective terms, except as such enforceability may be limited by (x) joint ventureapplicable insolvency, strategic alliancebankruptcy, partnership or any similar Contract that provides for the sharing of profitsreorganization, losses, costs, liabilities or proprietary information by the Company, Newco and the Sold Subsidiaries; (xi) license, royalty agreement or similar Contract relating to the Company Intellectual Property and which require the expenditure of more than $25,000 per annum, other than commercially available software subject to "shrink wrap" licenses; (xii) sales representative, agency, distribution agreements moratorium or other similar Contracts for the sale laws affecting creditors' rights generally and (y) applicable equitable principles (whether considered in a proceeding at law or in equity). Subject to any applicable cancellation or termination rights of products a party to a Material Contract, each of the CompanyMaterial Contracts shall be in full force and effect without penalty in accordance with their terms upon consummation of the transactions contemplated hereby. To the Knowledge of the Company and the Shareholders, Newco each of the Company and its Subsidiaries has performed all obligations required to be performed by it and is not in default under or in breach of nor in receipt of any claim of default or breach under any Material Contract; no event has occurred which with the passage of time or the giving of notice or both would result in a default, breach or event of noncompliance by the Company or any Sold Subsidiary (other than, for of its Subsidiaries under any Material Contract; and none of the avoidance of doubt, purchase orders entered into in the ordinary course of business); (xiii) any Contract providing for a Change-of-Control Payment; or (xiv) Contract under which the Company, Newco Company or any Sold Subsidiary acts as a guarantor, surety or, other than the ordinary course of business, indemnitor its Subsidiaries has any Knowledge of any breach or cancellation or anticipated breach or cancellation by the other Personparties to any Material Contract to which they are parties. (biii) Buyer The Purchaser has been given access to supplied with a true and correct copy of all contracts required to be listed on Schedule 4.10 (the "each written Material Contracts")Contract, together with all amendments, waivers or other changes thereto, other than oral Material Contracts, a summary of the material terms of each thereto (all of which is set forth amendments, waivers or other changes thereto are described on Schedule 4.10. (c) None of the Company, Newco nor any of the Sold Subsidiaries is in breach of or default under any Material Contract (nor has any event occurred that, with the giving of notice or the passage of time or both would result in a breach or default by the Company, Newco or any Sold Subsidiary) and, to the Company's Knowledge, the other party to each of the contracts listed on Schedule 4.10 is not in material breach of or default thereunderattached Contracts Schedule). Each Material Contract represents the legal, valid, binding and enforceable obligation of the Company, Newco or one of the Sold Subsidiaries, as applicable, and, to the Knowledge of the Company, each counterparty thereto.------------------

Contracts and Commitments. (a) Except as expressly contemplated by this Agreement or as set forth on Schedule 4.10the attached Contracts Schedule, none of neither the Company, Newco or Company nor any of the Sold its Subsidiaries is a party to anyor bound by any written or oral: (i) Contract relating pension, profit sharing, stock option, employee stock purchase or other plan or arrangement providing for deferred or other compensation to any acquisition of a businessemployees, whether by acquisition of equity interests former employees or by asset acquisitionconsultants, by the Company, Newco or any Sold Subsidiary within the last three (3) years other employee benefit plan or under which the Companyarrangement, Newco or any Sold Subsidiary has collective bargaining agreement or any ongoing material rights other contract with any labor union, or Liabilitiesseverance agreements, programs, policies or arrangements; (ii) collective bargaining agreement or similar Contract (each, a "Collective Bargaining Agreement"); (iii) Contract contract for the employment of any officer, individual employee officer or other person employee on a full-time, part-time or time, consulting basis providing for base compensation or other monetary compensation in excess basis or contract relating to loans to officers, directors or Affiliates or contract or arrangement with any Affiliate; (iii) contract under which the Company or any of its Subsidiaries has advanced or loaned any other Person amounts in the aggregate of exceeding $75,000 per annum50,000; (iv) agreement or indenture relating to the borrowing of borrowed money or to other Indebtedness or the mortgaging, pledging or otherwise placing a Lien on any material portion asset or material group of assets of the Company's, Newco's or the Sold Subsidiaries' assets or any other Contract governing any Indebtedness of the Company, Newco Company or any of the Sold its Subsidiaries; (v) lease, Guaranty; (vi) lease or agreement or other Contract under which it the Company or any of its Subsidiaries is lessee of or holds or operates any tangible personal property property, real or personal, owned by any other party, except for any lease of real or personal property under which the aggregate annual rent exceeds rental payments do not exceed $25,00050,000; (vivii) lease, lease or agreement or other Contract under which it the Company or any of its Subsidiaries is lessor of or permits any third party to hold or operate any personal property, for which real or personal, owned or controlled by the annual rent exceeds $25,000Company or any of its Subsidiaries; (viiviii) Contract contract or group of related Contracts contracts with the same party for or group of affiliated parties, the purchase performance of products which involves consideration in excess of $50,000 in the Company’s fiscal year ended September 30, 2003, or services (in the Company’s current fiscal year to date, other than purchase and sales orders entered into incurred in the ordinary course of business), under which the undelivered balance of such products or services has a sales price in excess of $100,000 for the current calendar year or any subsequent year or which is not terminable on less than ninety (90) days' notice; (viii) Contract or group of related Contracts with the same party for the sale of products or services (other than purchase orders entered into in the ordinary course of business), under which the undelivered balance of such products or services has a sales price in excess of $100,000 for the current calendar year or any subsequent year; (ix) Contract assignment, license, indemnification or agreement with respect to any intangible property (including any Intellectual Property Rights) which (i) prohibits involves consideration in excess of $50,000 in the Company’s fiscal year ended September 30, Newco 2003, or the Sold Subsidiaries from freely engaging in the Businesses anywhere in the world (other than confidentiality agreements entered into in the ordinary course of business) or (ii) contains any exclusivity, non-competition, "most-favored nation," non-solicitation or no-hire provisionsCompany’s current fiscal year to date; (x) joint venture, strategic alliance, partnership agreement with a term of more than six months which is not terminable by the Company or any similar Contract that provides for the sharing of profits, losses, costs, liabilities or proprietary information by its Subsidiaries upon less than 30 days’ notice without penalty and which involves consideration in excess of $50,000 in the Company’s fiscal year ended September 30, Newco and 2003, or in the Sold SubsidiariesCompany’s current fiscal year to date; (xi) licensecontract regarding voting, royalty agreement transfer or similar Contract relating other arrangements related to the Company Intellectual Property and which require Company’s capital stock or warrants, options or other rights to acquire any of the expenditure of more than $25,000 per annum, other than commercially available software subject to "shrink wrap" licensesCompany’s capital stock; (xii) sales representative, agency, distribution agreements contract or other similar Contracts for the sale of products of the Company, Newco agreement prohibiting it from freely engaging in any business or any Sold Subsidiary (other than, for the avoidance of doubt, purchase orders entered into competing anywhere in the ordinary course of business);world; or (xiii) any Contract providing for a Change-of-Control Payment; or (xiv) Contract under other agreement which involves consideration in excess of $50,000 in the Company’s fiscal year ended September 30, Newco 2003, or any Sold Subsidiary acts as a guarantor, surety or, other than in the ordinary course of business, indemnitor of any other PersonCompany’s current fiscal year to date. (b) Buyer has been given access to a true All of the contracts, leases, agreements and correct copy of all contracts instruments set forth or required to be listed on Schedule 4.10 (the "Material Contracts"), together with all amendments, waivers or other changes thereto, other than oral Material Contracts, a summary of the material terms of each of which is set forth on the Contracts Schedule 4.10. (cthe “Material Contracts”) None are valid, binding and enforceable against the Company and, to the Company’s Knowledge, against all other parties thereto in accordance with their respective terms and, to the Company’s Knowledge, shall be in full force and effect without penalty in accordance with their terms upon consummation of the Companytransactions contemplated hereby. Except as set forth on the Contracts Schedule, Newco nor any (i) each of the Sold Company and its Subsidiaries has performed all material obligations required to be performed by it and is not in material default under or in breach of nor in receipt of any written claim of default or default breach under any Material Contract Contract; (nor ii) no event has any event occurred that, which with the passage of time or the giving of notice or the passage of time or both would result in a default, breach or default event of noncompliance by the Company, Newco Company or any Sold Subsidiaryof its Subsidiaries under any Material Contract; (iii) and, to neither the Company's Knowledge, Company nor any of its Subsidiaries has any present expectation or intention of not fully performing all such obligations under Material Contracts; and (iv) the Company has no Knowledge of any breach or anticipated breach by the other party parties to each of the contracts listed on Schedule 4.10 is not in material breach of or default thereunder. Each any Material Contract represents the legal, valid, binding and enforceable obligation of the Company, Newco or one of the Sold Subsidiaries, as applicable, and, to the Knowledge of the Company, each counterparty theretoContract.

Contracts and Commitments. (a) Except as expressly contemplated by this Agreement or as set forth on Schedule 4.10the attached Contracts Schedule, none of and other than franchise agreements and store lease agreements (which the Company, Newco or parties agree need not be listed on the Contracts Schedule) neither the Company nor any of the Sold its Subsidiaries is a party to anyor bound by any written or oral: (i) Contract relating to with any acquisition vendor involving annual consideration in the aggregate in excess of a business, whether by acquisition of equity interests or by asset acquisition, by the Company, Newco or any Sold Subsidiary within the last three (3) years or under which the Company, Newco or any Sold Subsidiary has any ongoing material rights or Liabilities;$100,000. (ii) Contract with any customer involving annual consideration in the aggregate in excess of $200,000. (iii) pension, profit sharing, stock option, employee stock purchase or other plan or arrangement providing for compensation (including any bonuses or other remuneration and whether in cash or otherwise), to employees, former employees or consultants, or any other employee benefit plan or arrangement, or any collective bargaining agreement or similar Contract (eachany other contract with any labor union, a "Collective Bargaining Agreement"); (iii) Contract for the employment of any officeror severance agreements, individual employee programs, policies or other person on a full-time, part-time or consulting basis providing for base compensation or other monetary compensation in excess in the aggregate of $75,000 per annumarrangements; (iv) contract relating to (A) loans to officers, directors or Affiliates (other than inter-company debt among the Company and a Subsidiary or between Subsidiaries of the Company), or (B) employment of (or consulting arrangement with) any executive officer or any other employee or consultant earning more than $150,000 per year; (v) contract under which the Company or any of its Subsidiaries has advanced or loaned any other Person amounts in the aggregate exceeding $100,000; (vi) agreement or indenture relating to the borrowing of borrowed money or to other Indebtedness or the mortgaging, pledging or otherwise placing a Lien on any material portion asset or group of assets of the Company's, Newco's or the Sold Subsidiaries' assets or any other Contract governing any Indebtedness of the Company, Newco Company or any of the Sold its Subsidiaries; (vvii) lease, Guaranty; (viii) lease or agreement or other Contract under which it the Company or any of its Subsidiaries is lessee of or holds or operates any tangible personal property property, real or personal, owned by any other party, except for any lease of real or personal property under which the aggregate annual rent exceeds rental payments do not exceed $25,000200,000; (viix) leasecontracts or agreements which involve any exclusivity, agreement requirements clauses or other Contract under which it is lessor similar right or obligation of or permits any third party to hold or operate any personal property, for which the annual rent exceeds $25,000thereto (including without limitation territorial exclusivity); (viix) Contract agreement with a term of more than six months which is not terminable by the Company or group any of related Contracts with the same party for the purchase of products or services its Subsidiaries upon less than thirty (other than purchase orders entered into in the ordinary course of business), under which the undelivered balance of such products or services has 30) days’ notice without penalty and involves a sales price consideration in excess of $100,000 for the current calendar year or any subsequent year or which is not terminable on less than ninety (90) days' noticeannually; (viiixi) Contract contract or group of related Contracts with agreement prohibiting the same party for Company or the sale of products Company Subsidiaries from freely engaging in any business or services (other than purchase orders entered into competing anywhere in the ordinary course of business), under world; or (xii) any other agreement which the undelivered balance of such products is material to its operations and business prospects or services has involves a sales price consideration in excess of $100,000 for the current calendar year or any subsequent year; (ix) Contract which (i) prohibits the Company, Newco or the Sold Subsidiaries from freely engaging in the Businesses anywhere in the world (other than confidentiality agreements entered into in the ordinary course of business) or (ii) contains any exclusivity, non-competition, "most-favored nation," non-solicitation or no-hire provisions; (x) joint venture, strategic alliance, partnership or any similar Contract that provides for the sharing of profits, losses, costs, liabilities or proprietary information by the Company, Newco and the Sold Subsidiaries; (xi) license, royalty agreement or similar Contract relating to the Company Intellectual Property and which require the expenditure of more than $25,000 per annum, other than commercially available software subject to "shrink wrap" licenses; (xii) sales representative, agency, distribution agreements or other similar Contracts for the sale of products of the Company, Newco or any Sold Subsidiary (other than, for the avoidance of doubt, purchase orders entered into in the ordinary course of business); (xiii) any Contract providing for a Change-of-Control Payment; or (xiv) Contract under which the Company, Newco or any Sold Subsidiary acts as a guarantor, surety or, other than the ordinary course of business, indemnitor of any other Personannually. (b) Buyer has been given access to a true and correct copy of all contracts required to be listed on Schedule 4.10 (To the "Material Contracts"), together with all amendments, waivers or other changes thereto, other than oral Material Contracts, a summary of the material terms of each of which is set forth on Schedule 4.10. (c) None of the Company, Newco nor any of the Sold Subsidiaries is in breach of or default under any Material Contract (nor has any event occurred that, with the giving of notice or the passage of time or both would result in a breach or default by the Company, Newco or any Sold Subsidiary) and, to the Company's Knowledge, the other party to each of the contracts listed on Schedule 4.10 is not in material breach of or default thereunder. Each Material Contract represents the legal, valid, binding and enforceable obligation of the Company, Newco or one of the Sold Subsidiaries, as applicable, and, to the Knowledge knowledge of the Company, each counterparty theretoof the Company and its Subsidiaries has performed all obligations required to be performed by it in all material respects and is not in material default under or in material breach of nor in receipt of any claim of default or breach under any contract set forth on the Contracts Schedule.

Contracts and Commitments. (ai) Except as expressly contemplated by this Agreement or as set forth on Schedule 4.10the attached Contracts Schedule, none as of the CompanyClosing, Newco or any of the Sold Subsidiaries Company is not a party to anyany written or oral: (ia) Contract relating to pension, profit sharing, stock option, employee stock purchase or other plan or arrangement (excluding, for purposes of this subparagraph (a) only, any acquisition employment compensation arrangements of a businessthe type described in subparagraph (b) below, whether by acquisition or not providing annual compensation in excess of equity interests $100,000) providing for deferred or by asset acquisition, by the Company, Newco other compensation to employees or any Sold Subsidiary within the last three (3) years other employee benefit plan or under which the Companyarrangement, Newco or any Sold Subsidiary has contract with any ongoing material rights labor union, or Liabilitiesany severance agreements; (iib) collective bargaining agreement or similar Contract (each, a "Collective Bargaining Agreement"); (iii) Contract contract for the employment of any officer, individual employee or other person Person on a full-time, part-time time, consulting or consulting other basis providing for base compensation or other monetary annual compensation in excess of $100,000 or contract relating to loans to officers, directors or affiliates; (c) contract under which the Company has advanced or loaned any other Person amounts in the aggregate of exceeding $75,000 per annum5,000; (ivd) agreement or indenture relating to the borrowing of money or to the mortgaging, pledging or otherwise placing a Lien lien on any material portion asset or material group of assets of the Company's, Newco's or the Sold Subsidiaries' assets or any other Contract governing any Indebtedness of the Company, Newco or any of the Sold Subsidiaries; (ve) lease, guarantee of any obligation in excess of $10,000; (f) lease or agreement or other Contract under which it the Company is lessee of or holds or operates any tangible personal property property, real or personal, owned by any other party, except for any lease of real or personal property under which the aggregate annual rent exceeds rental payments do not exceed $25,00050,000; (vig) lease, lease or agreement or other Contract under which it the Company is lessor of or permits any third party to hold or operate any personal property, for which real or personal, owned or controlled by the annual rent exceeds $25,000Company (other than any leases of security alarm monitoring equipment to customers of the Company pursuant to written agreements or contracts); (viih) Contract assignment, license, indemnification or group of related Contracts agreement with the same party for the purchase of respect to any intangible property (including, without limitation, any patent, trademark, trade name, copyright, know-how, trade secret or confidential information); (i) warranty agreement with respect to its services rendered or its products sold or services leased (other than purchase orders any installation warranty agreements entered into in connection with the installation of security alarm monitoring systems); (j) agreement under which it has granted any Person any registration rights (including piggyback rights); (k) sales, distribution or franchise agreement; (l) material agreement with a term of more than six months which is not terminable by the Company or any Subsidiary upon less than 30 days notice without penalty; (m) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the world; or (n) contract, agreement or other arrangement with any officer, director, employee or Affiliate, or any Affiliate of any officer, director or employee (other than any contracts, agreements or arrangements covered by clause (b) above or entered into in the ordinary course of businessbusiness consistent with past practice), under ; (o) any other agreement which the undelivered balance of such products is material to its operations and business prospects or services has involves a sales price consideration in excess of $100,000 for the current calendar year or any subsequent year or which is not terminable on less than ninety (90) days' notice;annually. (viii) Contract or group of related Contracts with the same party for the sale of products or services (other than purchase orders entered into in the ordinary course of business), under which the undelivered balance of such products or services has a sales price in excess of $100,000 for the current calendar year or any subsequent year; (ix) Contract which (i) prohibits the Company, Newco or the Sold Subsidiaries from freely engaging in the Businesses anywhere in the world (other than confidentiality agreements entered into in the ordinary course of business) or (ii) contains Except as set forth on the attached Contracts Schedule, all of the contracts, agreements and instruments set forth on the attached Contracts Schedule are valid, binding and enforceable against the Company in accordance with their respective terms. Except as set forth on the attached Contracts Schedule, the Company has performed all obligations required to be performed by it under the contracts, agreements and instruments listed on the attached Contracts Schedule and is not in default under or in breach of nor in receipt of any exclusivityclaim of default or breach under any contract, non-competitionagreement or instrument to which the Company is subject; no event has occurred which with the passage of time or the giving of notice or both would result in a default, "most-favored nation," non-solicitation breach or no-hire provisions; (x) joint ventureevent of noncompliance under any contract, strategic alliance, partnership agreement or instrument to which the Company is subject; and the Company has no present expectation or intention of not fully performing all such obligations; the Company has no knowledge of any similar Contract that provides for the sharing of profits, losses, costs, liabilities breach or proprietary information anticipated breach by the Company, Newco and the Sold Subsidiaries; (xi) license, royalty agreement other parties to any contract or similar Contract relating commitment to the Company Intellectual Property and which require the expenditure of more than $25,000 per annum, other than commercially available software subject to "shrink wrap" licenses; (xii) sales representative, agency, distribution agreements or other similar Contracts for the sale of products of the Company, Newco or any Sold Subsidiary (other than, for the avoidance of doubt, purchase orders entered into in the ordinary course of business); (xiii) any Contract providing for it is a Change-of-Control Payment; or (xiv) Contract under which the Company, Newco or any Sold Subsidiary acts as a guarantor, surety or, other than the ordinary course of business, indemnitor of any other Personparty. (biii) Buyer has The Purchasers have been given access to supplied with a true and correct copy of all each of the written contracts required and an accurate description of the oral contracts which are referred to be listed on Schedule 4.10 (the "Material Contracts")Contracts Schedule, together with all amendments, waivers or other changes thereto, other than oral Material Contracts, a summary of the material terms of each of which is set forth on Schedule 4.10. (c) None of the Company, Newco nor any of the Sold Subsidiaries is in breach of or default under any Material Contract (nor has any event occurred that, with the giving of notice or the passage of time or both would result in a breach or default by the Company, Newco or any Sold Subsidiary) and, to the Company's Knowledge, the other party to each of the contracts listed on Schedule 4.10 is not in material breach of or default thereunder. Each Material Contract represents the legal, valid, binding and enforceable obligation of the Company, Newco or one of the Sold Subsidiaries, as applicable, and, to the Knowledge of the Company, each counterparty thereto.

Contracts and Commitments. (ai) Except as expressly contemplated by this Agreement or as set forth on Schedule 4.10the attached Contracts Schedule, none of neither the Company, Newco or Company nor any of the Sold Subsidiaries Subsidiary is a party to anyor bound by any written or oral: (ia) Contract relating pension, profit sharing, stock option, employee stock purchase or other plan or arrangement providing for deferred or other compensation to any acquisition of a business, whether by acquisition of equity interests or by asset acquisition, by the Company, Newco employees or any Sold Subsidiary within the last three (3) years other employee benefit plan or under which the Companymaterial arrangement, Newco or any Sold Subsidiary has any ongoing material rights or Liabilities; (ii) collective bargaining agreement or similar Contract (eachany other contract with any labor union, a "Collective Bargaining Agreement")or severance agreements, programs, policies or arrangements; (iiib) Contract contract for the employment of any officer, individual employee or other person Person on a full-time, part-time time, consulting or consulting other basis providing for base compensation or other monetary annual compensation in excess of $120,000 or contract relating to loans to officers, directors or Affiliates; (c) contract under which the Company or any Subsidiary has advanced or loaned any other Person amounts in the aggregate exceeding $10,000 (excluding advances of $75,000 per annumwork-related expenses to employees of the Company or its Subsidiaries consistent with the Company's policies); (ivd) agreement or indenture relating to the borrowing of borrowed money or to other Indebtedness or the mortgaging, pledging or otherwise placing a Lien on any material portion asset or material group of assets of the Company's, Newco's or the Sold Subsidiaries' assets or any other Contract governing any Indebtedness of the Company, Newco or any of the Sold Company and its Subsidiaries; (ve) lease, guarantee of any obligation in excess of $10,000 (other than by the Company of a Wholly-Owned Subsidiary's debts or a guarantee by a Subsidiary of the Company's debts or another Subsidiary's debts); (f) lease or agreement or other Contract under which it the Company or any Subsidiary is lessee of or holds or operates any tangible personal property property, real or personal, owned by any other party, except for any lease of real or personal property under which the aggregate annual rent exceeds rental payments do not exceed $25,00010,000; (vig) lease, lease or agreement or other Contract under which it the Company or any Subsidiary is lessor of or permits any third party to hold or operate any personal property, for real or personal, owned or controlled by the Company or any Subsidiary; (h) contract or group of related contracts with the same party or group of affiliated parties the performance of which the annual rent exceeds involves a consideration in excess of $2,500 in any month or an aggregate of $25,000; (viii) Contract assignment, license, indemnification or group of related Contracts agreement with the same party for the purchase of respect to any Intellectual Property Rights; (j) warranty agreement with respect to its services rendered or its products sold or services leased (other than purchase orders entered into standard warranties granted to customers in the ordinary course of business), under which the undelivered balance of such products or services has a sales price in excess of $100,000 for the current calendar year or any subsequent year or which is not terminable on less than ninety (90) days' notice; (viii) Contract or group of related Contracts accordance with the same party for Company's or its Subsidiaries' standard service or sale contracts, the sale forms of products or services (other than purchase orders entered into in the ordinary course of business), under which the undelivered balance of such products or services has a sales price in excess of $100,000 for the current calendar year or any subsequent year; (ix) Contract which (i) prohibits the Company, Newco or the Sold Subsidiaries from freely engaging in the Businesses anywhere in the world (other than confidentiality agreements entered into in the ordinary course of business) or (ii) contains any exclusivity, non-competition, "most-favored nation," non-solicitation or no-hire provisions; (x) joint venture, strategic alliance, partnership or any similar Contract that provides for the sharing of profits, losses, costs, liabilities or proprietary information by the Company, Newco and the Sold Subsidiaries; (xi) license, royalty agreement or similar Contract relating warranties have been provided to the Company Intellectual Property and which require the expenditure of more than $25,000 per annum, other than commercially available software subject to "shrink wrap" licenses; (xii) sales representative, agency, distribution agreements or other similar Contracts for the sale of products of the Company, Newco or any Sold Subsidiary (other than, for the avoidance of doubt, purchase orders entered into in the ordinary course of businessPurchasers); (xiiik) agreement under which it has granted any Contract providing for a Change-of-Control Payment; orPerson any registration rights (including, without limitation, demand and piggyback registration rights); (xiv1) Contract under which the Company, Newco material sales distribution agreement or any Sold Subsidiary acts as a guarantor, surety or, other than the ordinary course of business, indemnitor of any other Person. (b) Buyer has been given access to a true and correct copy of all contracts required to be listed on Schedule 4.10 (the "Material Contracts"), together with all amendments, waivers or other changes thereto, other than oral Material Contracts, a summary of the material terms of each of which is set forth on Schedule 4.10. (c) None of the Company, Newco nor any of the Sold Subsidiaries is in breach of or default under any Material Contract (nor has any event occurred that, with the giving of notice or the passage of time or both would result in a breach or default by the Company, Newco or any Sold Subsidiary) and, to the Company's Knowledge, the other party to each of the contracts listed on Schedule 4.10 is not in material breach of or default thereunder. Each Material Contract represents the legal, valid, binding and enforceable obligation of the Company, Newco or one of the Sold Subsidiaries, as applicable, and, to the Knowledge of the Company, each counterparty thereto.franchise agreement;

Contracts and Commitments. (ai) Except as expressly contemplated by this Agreement or as set forth on Schedule 4.10, none of the Company, Newco attached "Contracts Schedule" or the attached "Employee ------------------ -------- Benefits Schedule," neither the Company nor any of the Sold Subsidiaries Subsidiary is a party to anyor ----------------- bound by any written or oral: (ia) Contract relating pension, profit sharing, stock option, employee stock purchase or other plan or arrangement providing for deferred or other compensation to any acquisition of a business, whether by acquisition of equity interests or by asset acquisition, by the Company, Newco employees or any Sold Subsidiary within the last three (3) years other employee benefit plan or under which the Companyarrangement, Newco or any Sold Subsidiary has any ongoing material rights or Liabilities; (ii) collective bargaining agreement or similar Contract (eachany other contract with any labor union, a "Collective Bargaining Agreement")or severance agreements, programs, policies or arrangements; (iiib) Contract contract for the employment of any officer, individual employee or other person Person on a full-time, part-time time, consulting or consulting other basis providing for base compensation or other monetary annual compensation in excess of $75,000 or contract relating to loans to officers, directors or Affiliates; (c) contract under which the Company or Subsidiary has advanced or loaned any other Person amounts in the aggregate of exceeding $75,000 per annum100,000; (ivd) agreement or indenture relating to the borrowing of borrowed money or to other Debt or the mortgaging, pledging or otherwise placing a Lien on any material portion asset or material group of assets of the Company's, Newco's or the Sold Subsidiaries' assets or any other Contract governing any Indebtedness of the Company, Newco or any of the Sold Company and its Subsidiaries; (ve) lease, guarantee of any obligation in excess of $100,000 (other than by the Company of a Wholly-Owned Subsidiary's debts or a guarantee by a Subsidiary of the Company's debts or another Subsidiary's debts); (f) lease or agreement or other Contract under which it the Company or any Subsidiary is lessee of or holds or operates any tangible personal property property, real or personal, owned by any other party, except for any lease of real or personal property under which the aggregate annual rent exceeds rental payments do not exceed $25,000100,000; (vig) lease, lease or agreement or other Contract under which it the Company or any Subsidiary is lessor of or permits any third party to hold or operate any personal property, for which real or personal, owned or controlled by the annual rent exceeds $25,000Company or any Subsidiary; (viih) Contract assignment, license, indemnification or agreement with respect to any intangible property (including, without limitation, any Intellectual Property); (i) warranty agreement with respect to its services rendered or its products sold or leased; (j) agreement under which it has granted any Person any registration rights (including, without limitation, demand and piggyback registration rights); (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; or (n) contract or group of related Contracts contracts with the same party for or group of affiliated parties the purchase performance of products or services (other than purchase orders entered into in the ordinary course of business), under which the undelivered balance of such products or services has a sales price involves consideration in excess of $100,000 for the current calendar year 200,000; or any subsequent year or agreement with a term of more than six months which is not terminable on by the Company or any Subsidiary upon less than ninety (90) days' notice;30 days notice without penalty. (viii) Contract or group of related Contracts with the same party for the sale of products or services (other than purchase orders entered into in the ordinary course of business), under which the undelivered balance of such products or services has a sales price in excess of $100,000 for the current calendar year or any subsequent year; (ix) Contract which (i) prohibits the Company, Newco or the Sold Subsidiaries from freely engaging in the Businesses anywhere in the world (other than confidentiality agreements entered into in the ordinary course of business) or (ii) contains All of the contracts, agreements and instruments set forth on the Contracts Schedule are valid, binding and enforceable in accordance with their respective terms in all material respects. The Company and each Subsidiary have performed all material obligations required to be performed by them and are not in default under or in breach of nor in receipt of any exclusivityclaim of default or breach under any material contract, non-competition, "most-favored nation," non-solicitation agreement or no-hire provisions; (x) joint venture, strategic alliance, partnership instrument to which the Company or any similar Contract that provides for Subsidiary is subject; no event has occurred which with the sharing passage of profitstime or the giving of notice or both would result in a default, losses, costs, liabilities breach or proprietary information event of noncompliance by the CompanyCompany or any Subsidiary under any material contract, Newco and the Sold Subsidiaries; (xi) license, royalty agreement or similar Contract relating instrument to which the Company Intellectual Property and which require the expenditure of more than $25,000 per annum, other than commercially available software subject to "shrink wrap" licenses; (xii) sales representative, agency, distribution agreements or other similar Contracts for the sale of products of the Company, Newco or any Sold Subsidiary (other than, for is subject and; neither the avoidance Company nor any Subsidiary has any present expectation or intention of doubt, purchase orders entered into in not fully performing all such obligations; neither the ordinary course of business); (xiii) Company nor any Contract providing for a Change-of-Control Payment; or (xiv) Contract under which the Company, Newco or any Sold Subsidiary acts as a guarantor, surety or, other than the ordinary course of business, indemnitor has knowledge of any breach or anticipated breach by the other Personparties to any material contract, agreement, instrument or commitment to which it is a party. (biii) Buyer The Purchaser's special counsel has been given access to supplied with a true and correct copy of all each of the written instruments, plans, contracts required and agreements and an accurate description of each of the oral arrangements, contracts and agreements which are referred to be listed on Schedule 4.10 (the "Material Contracts")Contracts Schedule, together with all amendments, waivers or other changes thereto, other than oral Material Contracts, a summary of the material terms of each of which is set forth on Schedule 4.10. (c) None of the Company, Newco nor any of the Sold Subsidiaries is in breach of or default under any Material Contract (nor has any event occurred that, with the giving of notice or the passage of time or both would result in a breach or default by the Company, Newco or any Sold Subsidiary) and, to the Company's Knowledge, the other party to each of the contracts listed on Schedule 4.10 is not in material breach of or default thereunder. Each Material Contract represents the legal, valid, binding and enforceable obligation of the Company, Newco or one of the Sold Subsidiaries, as applicable, and, to the Knowledge of the Company, each counterparty thereto.

Contracts and Commitments. (a) Except as expressly contemplated by this Agreement or as set forth on Schedule 4.10the attached CONTRACTS SCHEDULE, none of the Company, Newco or any of the Sold Subsidiaries Seller is not a party to anyor bound by any written or oral: (i) Contract relating pension, profit sharing, stock option, employee stock purchase or other plan or arrangement providing for deferred or other compensation to any acquisition of a businessemployees, whether by acquisition of equity interests former employees or by asset acquisitionconsultants, by the Company, Newco or any Sold Subsidiary within the last three (3) years other employee benefit plan or under which the Companyarrangement, Newco or any Sold Subsidiary has collective bargaining agreement or any ongoing material rights other contract with any labor union, or Liabilitiesseverance agreements, programs, policies or arrangements; (ii) collective bargaining agreement or similar Contract (each, a "Collective Bargaining Agreement"); (iii) Contract contract for the employment of any officer, individual employee or other person Person on a full-time, part-time or time, consulting basis providing for base compensation or other monetary compensation in excess basis or relating to loans to officers, directors or Affiliates; (iii) contract under which Seller has advanced or loaned any other Person amounts in the aggregate of exceeding $75,000 per annum10,000; (iv) agreement or indenture relating to the borrowing of borrowed money or to other Indebtedness or the mortgaging, pledging or otherwise placing a Lien on any material portion of the Company's, Newco's Purchased Asset or the Sold Subsidiaries' assets or any other Contract governing any Indebtedness of the Company, Newco or any of the Sold SubsidiariesAssumed Liability; (v) leaseGuaranty, performance bond or similar agreement; (vi) lease or agreement or other Contract under which it Seller is lessee of or holds or operates any tangible personal property property, real or personal, owned by any other party, except for any lease of real or personal property under which the aggregate annual rent exceeds rental payments do not exceed $25,00010,000; (vivii) lease, lease or agreement or other Contract under which it Seller is lessor of or permits any third party to hold or operate any personal property, for which the annual rent exceeds $25,000; (vii) Contract real or group of related Contracts with the same party for the purchase of products personal, owned or services (other than purchase orders entered into in the ordinary course of business), under which the undelivered balance of such products or services has a sales price in excess of $100,000 for the current calendar year or any subsequent year or which is not terminable on less than ninety (90) days' noticecontrolled by Seller; (viii) Contract contract or group of related Contracts contracts with the same party for or group of affiliated parties the sale performance of products or services (other than purchase orders entered into which involves consideration in the ordinary course of business), under which the undelivered balance of such products or services has a sales price aggregate in excess of $100,000 for the current calendar year or any subsequent year10,000; (ix) Contract which assignment, license, indemnification or agreement with respect to any intangible property (i) prohibits the Company, Newco or the Sold Subsidiaries from freely engaging in the Businesses anywhere in the world (other than confidentiality agreements entered into in the ordinary course of business) or (ii) contains including any exclusivity, non-competition, "most-favored nation," non-solicitation or no-hire provisionsIntellectual Property Rights); (x) joint venture, strategic alliance, partnership warranty agreement with respect to its services rendered or any similar Contract that provides for the sharing of profits, losses, costs, liabilities its products sold or proprietary information by the Company, Newco and the Sold Subsidiariesleased; (xi) license, royalty agreement under which it has granted any Person any registration rights (including demand or similar Contract relating to the Company Intellectual Property and which require the expenditure of more than $25,000 per annum, other than commercially available software subject to "shrink wrap" licensespiggyback registration rights); (xii) sales representativesales, agencydistribution, distribution agreements supply or other similar Contracts for the sale of products of the Company, Newco or any Sold Subsidiary (other than, for the avoidance of doubt, purchase orders entered into in the ordinary course of business)franchise agreement; (xiii) agreement with a term of more than six months which is not terminable by Seller upon less than 30 days' notice without penalty and involves a consideration in excess of $10,000 annually; (xiv) contract regarding voting, transfer or other arrangements related to Seller's capital stock or warrants, options or other rights to acquire any Contract providing for a Change-of-Control Paymentof Seller's capital stock; (xv) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the world; or (xivxvi) Contract under which the Company, Newco or any Sold Subsidiary acts as a guarantor, surety or, other than the ordinary course of business, indemnitor of any other Personagreement which is material to its operations and business prospects or involves a consideration in excess of $25,000 annually. (b) Buyer All of the contracts, leases, agreements and instruments set forth or required to be set forth on the CONTRACTS SCHEDULE are valid, binding and enforceable in accordance with their respective terms and shall be in full force and effect without penalty in accordance with their terms upon consummation of the transactions contemplated hereby. Except as set forth on the CONTRACTS SCHEDULE, (i) Seller has performed all obligations required to be performed by it and is not in default under or in breach of nor in receipt of any claim of default or breach under any contract, lease, agreement or instrument to which Seller is subject; (ii) no event has occurred which with the passage of time or the giving of notice or both would result in a default, breach or event of noncompliance by Seller under any contract, lease, agreement or instrument to which Seller is subject; (iii) Seller does not have any present expectation or intention of not fully performing all such obligations; (iv) no partially-filled or unfilled customer purchase order or sales order is subject to cancellation or any other material modification by the other party thereto or is subject to any penalty, right of set-off or other charge by the other party thereto for late performance or delivery; and (v) none of the Seller Parties has knowledge of any breach or anticipated breach by the other parties to any contract, lease, agreement, instrument or commitment to which they are parties. Seller is not a party to any contract, agreement or commitment the performance of which could reasonably be expected to have a Material Adverse Effect. (c) Buyer's counsel has been given access to supplied with a true and correct copy of all each of the written instruments, plans, contracts required and agreements and an accurate description of each of the oral arrangements, contracts and agreements which are referred to be listed on Schedule 4.10 (the "Material Contracts")attached CONTRACTS SCHEDULE, together with all amendments, waivers or other changes thereto, other than oral Material Contracts, a summary of the material terms of each of which is set forth on Schedule 4.10. (cd) None of Seller has either completed work assignments with System Owners within the Company, Newco nor any of the Sold Subsidiaries is in breach of time specified by System Owners or default under any Material Contract reached mutually satisfactory arrangements regarding work performance to specified time schedules without penalty to Seller. (nor has any event occurred that, with the giving of notice or the passage of time or both would result in a breach or default by the Company, Newco or any Sold Subsidiarye) and, to the Company's Knowledge, the other party to each of the contracts listed on Schedule 4.10 Seller is not required to have retainages withheld under existing contracts with System Owners other than that certain Agreement for Construction of Cable Television System dated as of January 1, 1998, between Time Warner Entertainment - Advance/▇▇▇▇▇▇▇▇ Partnership and Communicor Corporation, for which Seller has posted a bond in material breach lieu of or default thereunder. Each Material Contract represents the legal, valid, binding and enforceable obligation of the Company, Newco or one of the Sold Subsidiaries, as applicable, and, to the Knowledge of the Company, each counterparty theretoretainage.

Contracts and Commitments. (ai) Except as expressly contemplated by this Agreement or as set forth on Schedule 4.10, none of the Company, Newco attached "Contracts Schedule" or the attached "Employee Benefits Schedule," neither the Company nor any of the Sold Subsidiaries Subsidiary is a party to anyor bound by any written or oral: (ia) Contract relating pension, profit sharing, stock option, employee stock purchase or other plan or arrangement providing for deferred or other compensation to any acquisition of a business, whether by acquisition of equity interests or by asset acquisition, by the Company, Newco employees or any Sold Subsidiary within the last three (3) years other employee benefit plan or under which the Companyarrangement, Newco or any Sold Subsidiary has any ongoing material rights or Liabilities; (ii) collective bargaining agreement or similar Contract (eachany other contract with any labor union, a "Collective Bargaining Agreement")or severance agreements, programs, policies or arrangements; (iiib) Contract contract for the employment of any officer, individual employee or other person Person on a full-time, part-time time, consulting or consulting other basis providing for base compensation or other monetary annual compensation in excess of $50,000 or contract relating to loans to officers, directors or Affiliates; (c) contract under which the Company or Subsidiary has advanced or loaned any other Person amounts in the aggregate of exceeding $75,000 per annum50,000; (ivd) agreement or indenture relating to the borrowing of borrowed money or to other Indebtedness or the mortgaging, pledging or otherwise placing a Lien on any material portion asset or material group of assets of the Company's, Newco's or the Sold Subsidiaries' assets or any other Contract governing any Indebtedness of the Company, Newco or any of the Sold Company and its Subsidiaries; (ve) lease, guarantee of any obligation; (f) lease or agreement or other Contract under which it the Company or any Subsidiary is lessee of or holds or operates any tangible personal property property, real or personal, owned by any other party, except for any lease of real or personal property under which the aggregate annual rent exceeds rental payments do not exceed $25,00050,000; (vig) lease, lease or agreement or other Contract under which it the Company or any Subsidiary is lessor of or permits any third party to hold or operate any personal property, for which real or personal, owned or controlled by the annual rent exceeds $25,000Company or any Subsidiary; (viih) Contract contract or group of related Contracts contracts with the same party for or group of affiliated parties the purchase performance of products or services (other than purchase orders entered into in the ordinary course of business), under which the undelivered balance of such products or services has a sales price involves consideration in excess of $100,000 for the current calendar year 100,000; (i) assignment, license, indemnification or agreement with respect to any subsequent year intangible property (including, without limitation, any Intellectual Property); (j) warranty agreement with respect to its services rendered or its products sold or leased; (k) agreement under which it has granted any Person any registration rights (including, without limitation, demand and piggyback registration rights); (l) sales, distribution or franchise agreement; (m) material agreement with a term of more than six months which is not terminable on by the Company or any Subsidiary upon less than ninety (90) days' notice30 days notice without penalty; (viiin) Contract contract or group of related Contracts with the same party for the sale of products or services (other than purchase orders entered into in the ordinary course of business), under which the undelivered balance of such products or services has a sales price in excess of $100,000 for the current calendar year or any subsequent year; (ix) Contract which (i) prohibits the Company, Newco or the Sold Subsidiaries agreement prohibiting it from freely engaging in the Businesses any business or competing anywhere in the world (other than confidentiality agreements entered into in the ordinary course of business) or (ii) contains any exclusivity, non-competition, "most-favored nation," non-solicitation or no-hire provisions; (x) joint venture, strategic alliance, partnership or any similar Contract that provides for the sharing of profits, losses, costs, liabilities or proprietary information by the Company, Newco and the Sold Subsidiaries; (xi) license, royalty agreement or similar Contract relating to the Company Intellectual Property and which require the expenditure of more than $25,000 per annum, other than commercially available software subject to "shrink wrap" licenses; (xii) sales representative, agency, distribution agreements or other similar Contracts for the sale of products of the Company, Newco or any Sold Subsidiary (other than, for the avoidance of doubt, purchase orders entered into in the ordinary course of business); (xiii) any Contract providing for a Change-of-Control Paymentworld; or (xivo) Contract under which the Company, Newco or any Sold Subsidiary acts as a guarantor, surety or, other than the ordinary course of business, indemnitor of any other Personagreement which is material to its operations or relating to the acquisition of additional properties. (bii) Buyer All of the contracts, agreements and instruments set forth on the Contracts Schedule are valid, binding and enforceable in accordance with their respective terms. The Company and each Subsidiary have performed all material obligations required to be performed by them on or prior to the date of this Agreement and are not in default under or in breach of nor in receipt of any claim of default or breach under any material contract, agreement or instrument to which the Company or any Subsidiary is subject; no event has been given access occurred which with the passage of time or the giving of notice or both would result in a default, breach or event of noncompliance by the Company or any Subsidiary under any material contract, agreement or instrument to which the Company or any Subsidiary is subject; neither the Company nor any Subsidiary has any present expectation or intention of not fully performing all such material obligations; and neither the Company nor any Subsidiary has 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. (iii) The Company has delivered or made available to the Purchasers' special counsel a true and correct copy of all each of the written instruments, plans, contracts required and agreements and an accurate description of each of the oral arrangements, contracts and agreements which are referred to be listed on Schedule 4.10 (the "Material Contracts")Contracts Schedule, together with all amendments, waivers or other changes thereto, other than oral Material Contracts, a summary of the material terms of each of which is set forth on Schedule 4.10. (c) None of the Company, Newco nor any of the Sold Subsidiaries is in breach of or default under any Material Contract (nor has any event occurred that, with the giving of notice or the passage of time or both would result in a breach or default by the Company, Newco or any Sold Subsidiary) and, to the Company's Knowledge, the other party to each of the contracts listed on Schedule 4.10 is not in material breach of or default thereunder. Each Material Contract represents the legal, valid, binding and enforceable obligation of the Company, Newco or one of the Sold Subsidiaries, as applicable, and, to the Knowledge of the Company, each counterparty thereto.

Contracts and Commitments. (a) Except as set forth on Schedule 4.103.9 hereto lists the following agreements, none 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 Company, Newco or any business of the Sold Subsidiaries is party to any: Merger Sub: (i) Contract relating to any acquisition of a business, whether by acquisition of equity interests or by asset acquisition, by the Company, Newco or any Sold Subsidiary within the last three (3) years or under which the Company, Newco or any Sold Subsidiary has any ongoing material rights or Liabilities; (ii) collective bargaining agreement or similar Contract contract with any labor union; (eachii) bonus, a "Collective Bargaining Agreement"); pension, profit sharing, retirement or other form of deferred compensation plan; (iii) Contract hospitalization insurance or other welfare benefit plan or practice, whether formal or informal; (iv) stock purchase or stock option plan; (v) contract for the employment of any officer, individual employee or other person on a full-time, part-time or consulting basis providing or relating to severance pay for base compensation any such person; (vi) confidentiality agreement; (vii) contract, agreement or other monetary compensation in excess in understanding relating to the aggregate voting of $75,000 per annum; Parent Common Stock or the election of directors of Parent; (ivviii) agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a Lien lien on any material portion of the Company's, Newco's or the Sold Subsidiaries' assets or any other Contract governing any Indebtedness of the Company, Newco or any of the Sold Subsidiaries; assets of Parent or Merger Sub; (vix) lease, guaranty of any obligation for borrowed money or otherwise; (x) lease or agreement or other Contract under which it Parent or Merger Sub is lessee of of, or holds or operates any tangible personal property property, real or personal, owned by any other party, for which the annual rent rental exceeds $25,000; 10,000; (vixi) lease, lease or agreement or other Contract under which it Parent or Merger Sub is lessor of of, or permits any third party to hold or operate operate, any personal property, real or personal, for which the annual rent rental exceeds $25,000; 10,000; (viixii) Contract contract which prohibits Parent or group of related Contracts with Merger Sub from freely engaging in business anywhere in the same party world; (xiii) license agreement or agreement providing for the purchase payment or receipt of products royalties or services other compensation by Parent or Merger Sub in connection with any intellectual property rights; (xiv) contract or commitment for capital expenditures in excess of $10,000; (xv) agreement for the sale of any capital asset; (xvi) contract with Merger Sub any affiliate thereof which in any way relates to Parent (other than purchase orders for employment on customary terms); or (xvii) other agreement which is either material to Parent’s business or was not entered into in the ordinary course of business), under which the undelivered balance of such products or services has a sales price in excess of $100,000 for the current calendar year or any subsequent year or which is not terminable on less than ninety (90) days' notice; (viii) Contract or group of related Contracts with the same party for the sale of products or services (other than purchase orders entered into in the ordinary course of business), under which the undelivered balance of such products or services has a sales price in excess of $100,000 for the current calendar year or any subsequent year; (ix) Contract which (i) prohibits the Company, Newco or the Sold Subsidiaries from freely engaging in the Businesses anywhere in the world (other than confidentiality agreements entered into in the ordinary course of business) or (ii) contains any exclusivity, non-competition, "most-favored nation," non-solicitation or no-hire provisions; (x) joint venture, strategic alliance, partnership or any similar Contract that provides for the sharing of profits, losses, costs, liabilities or proprietary information by the Company, Newco and the Sold Subsidiaries; (xi) license, royalty agreement or similar Contract relating to the Company Intellectual Property and which require the expenditure of more than $25,000 per annum, other than commercially available software subject to "shrink wrap" licenses; (xii) sales representative, agency, distribution agreements or other similar Contracts for the sale of products of the Company, Newco or any Sold Subsidiary (other than, for the avoidance of doubt, purchase orders entered into in the ordinary course of business); (xiii) any Contract providing for a Change-of-Control Payment; or (xiv) Contract under which the Company, Newco or any Sold Subsidiary acts as a guarantor, surety or, other than the ordinary course of business, indemnitor of any other Person. (b) Buyer To Parent’s knowledge, Parent and Merger Sub has been given access to a true and correct copy of performed all contracts obligations required to be listed on performed by them in connection with the contracts or commitments required to be disclosed in Schedule 4.10 (the "Material Contracts"), together with all amendments, waivers or other changes thereto, other than oral Material Contracts, a summary 3.9 hereto and is not in receipt of the material terms any claim of each of which is set forth on Schedule 4.10. (c) None of the Company, Newco nor any of the Sold Subsidiaries is in breach of or default under any Material Contract (nor contract or commitment required to be disclosed under such caption, Parent and Merger Sub, where applicable, have no present expectation or intention of not fully performing any material obligation pursuant to any contract or commitment required to be disclosed under such caption, and Parent has no knowledge of any event occurred that, with the giving of notice or the passage of time or both would result in a breach or default anticipated breach by the Company, Newco or any Sold Subsidiary) and, to the Company's Knowledge, the other party to each of the contracts listed on Schedule 4.10 is not in material breach of any contract or default thereunder. Each Material Contract represents the legal, valid, binding and enforceable obligation of the Company, Newco or one of the Sold Subsidiaries, as applicable, and, commitment required to the Knowledge of the Company, each counterparty theretobe disclosed under such caption.

Contracts and Commitments. (ai) Except as expressly contemplated by this Agreement or as set forth on Schedule 4.10, none the attached "Contracts Schedule," as of the CompanyClosing, Newco or neither the Company nor any of the Sold Subsidiaries Subsidiary is a party to anyany written or oral: (ia) Contract relating pension, profit sharing, stock option, employee stock purchase or other plan or arrangement providing for deferred or other compensation to any acquisition of a business, whether by acquisition of equity interests or by asset acquisition, by the Company, Newco employees or any Sold Subsidiary within the last three (3) years other employee benefit plan or under which the Companyarrangement, Newco or any Sold Subsidiary has contract with any ongoing material rights labor union, or Liabilitiesany severance agreements; (iib) collective bargaining agreement or similar Contract (each, a "Collective Bargaining Agreement"); (iii) Contract contract for the employment of any officer, individual employee or other person Person on a full-time, part-time time, consulting or consulting other basis providing for base compensation or other monetary annual compensation in excess of $100,000 or contract relating to loans to officers, directors or affiliates; (c) contract under which the Company or a Subsidiary has advanced or loaned any other Person amounts in the aggregate of exceeding $75,000 per annum100,000; (ivd) agreement or indenture relating to the borrowing of money or to the mortgaging, pledging or otherwise placing a Lien lien on any material portion asset or material group of assets of the Company's, Newco's or the Sold Subsidiaries' assets or any other Contract governing any Indebtedness of the Company, Newco or any of the Sold Company and its Subsidiaries; (ve) lease, guarantee of any obligation; (f) lease or agreement or other Contract under which it the Company or any Subsidiary is lessee of or holds or operates any tangible personal property property, real or personal, owned by any other party, except for any lease of real or personal property under which the aggregate annual rent exceeds rental payments do not exceed $25,000;; 22 (vig) lease, lease or agreement or other Contract under which it the Company or any Subsidiary is lessor of or permits any third party to hold or operate any personal property, for which real or personal, owned or controlled by the annual rent exceeds $25,000Company or any Subsidiary; (viih) Contract contract or group of related Contracts contracts with the same party for or group of affiliated parties the purchase performance of products or services (other than purchase orders entered into in the ordinary course of business), under which the undelivered balance of such products or services has involves a sales price consideration in excess of $100,000 for the current calendar year or any subsequent year or which is not terminable on less than ninety (90) days' notice150,000; (viiii) Contract assignment, license, indemnification or group of related Contracts agreement with the same party for the sale of respect to any Proprietary Rights or other intangible property; (j) warranty agreement with respect to its services rendered or its products sold or services leased; (k) agreements under which it has granted any Person any registration rights (including piggyback rights) other than purchase orders entered into the Registration Agreement; (l) contract, agreement or other arrangement with any officer, director, employee or Affiliate, or any Affiliate of any officer, director or employee except employment agreements terminable at will; (m) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the ordinary course of business), under world; (n) any other agreement which the undelivered balance of such products is material to its operations and business prospects or services has involves a sales price consideration in excess of $100,000 for the current calendar year or any subsequent year;150,000 annually; and (ixo) Contract which (i) prohibits any loan agreement with or guarantee to any employee, officer or director of the Company, Newco or the Sold Subsidiaries from freely engaging in the Businesses anywhere in the world (other than confidentiality agreements entered into in the ordinary course of business) or . (ii) contains any exclusivity, non-competition, "most-favored nation," non-solicitation or no-hire provisions; (x) joint venture, strategic alliance, partnership or any similar Contract that provides for the sharing of profits, losses, costs, liabilities or proprietary information by the Company, Newco The Company and the Sold Subsidiaries; (xi) license, royalty agreement or similar Contract relating to the Company Intellectual Property and which require the expenditure of more than $25,000 per annum, other than commercially available software subject to "shrink wrap" licenses; (xii) sales representative, agency, distribution agreements or other similar Contracts for the sale of products of the Company, Newco or any Sold each Subsidiary (other than, for the avoidance of doubt, purchase orders entered into in the ordinary course of business); (xiii) any Contract providing for a Change-of-Control Payment; or (xiv) Contract under which the Company, Newco or any Sold Subsidiary acts as a guarantor, surety or, other than the ordinary course of business, indemnitor of any other Person. (b) Buyer has been given access to a true and correct copy of have performed all contracts material obligations required to be listed on Schedule 4.10 (the "Material Contracts"), together with all amendments, waivers performed by them and are not in default under or other changes thereto, other than oral Material Contracts, a summary in breach of the material terms nor in receipt of each any claim of which is default or breach under any contract or commitment required to be set forth on Schedule 4.10. the "Contracts Schedule" (c) None each, a "Material Contract"); no event has occurred which with the passage of the Company, Newco nor any of the Sold Subsidiaries is in breach of time or default under any Material Contract (nor has any event occurred that, with the giving of notice or the passage of time or both would result in a default, breach or default event of noncompliance under any Material Contract, to which the Company or any Subsidiary is subject; neither the Company nor any Subsidiary has any present expectation or intention of not fully performing all such obligations; and neither the Company nor any Subsidiary has knowledge of any breach or anticipated breach by the Company, Newco or other parties to any Sold Subsidiary) and, to the Company's Knowledge, the other party to each of the contracts listed on Schedule 4.10 is not in material breach of or default thereunder. Each Material Contract represents or commitment to which it is a party. (iv) Except as set forth on the legalContracts Schedule, validsince the Latest Balance Sheet, binding there have been no material changes in any employment agreement or compensation arrangement between the Company and enforceable obligation of the Company, Newco or one of the Sold Subsidiaries, as applicable, and, to the Knowledge of the Company, each counterparty theretoits employees.

Contracts and Commitments. (a) Except as expressly contemplated by this Agreement and the Related Agreements or as set forth on Schedule 4.10, none the attached "Contracts Schedule," as of the CompanyClosing, Newco or any of the Sold Subsidiaries Company is not a party to anyany written: (iA) Contract relating pension, profit sharing, stock option, employee stock purchase or other plan or arrangement providing for deferred or other compensation to any acquisition of a business, whether by acquisition of equity interests or by asset acquisition, by the Company, Newco employees or any Sold Subsidiary within the last three (3) years other employee benefit plan or under which the Companyarrangement, Newco or any Sold Subsidiary has contract with any ongoing material rights labor union, or Liabilitiesany severance agreements; (iiB) collective bargaining agreement or similar Contract (each, a "Collective Bargaining Agreement"); (iii) Contract contract for the employment of any officer, individual employee or other person Person on a full-time, part-time time, consulting or consulting other basis providing for base compensation or other monetary annual compensation in excess of $50,000 or contract relating to loans to officers, directors or affiliates; (C) contract under which the Company has advanced or loaned any other Person amounts in the aggregate of exceeding $75,000 per annum25,000; (ivD) agreement or indenture relating to the borrowing of money or to the mortgaging, pledging or otherwise placing a Lien lien on any material portion asset or material group of assets of the Company's, Newco's or the Sold Subsidiaries' assets or any other Contract governing any Indebtedness of the Company, Newco or any of the Sold Subsidiaries; (vE) lease, guarantee of any obligation in excess of $25,000; (F) lease or agreement or other Contract under which it the Company is lessee of or holds or operates any tangible personal property property, real or personal, owned by any other party, except for any lease of real or personal property under which the aggregate annual rent exceeds rental payments do not exceed $25,000; (viG) lease, lease or agreement or other Contract under which it the Company is lessor of or permits any third party to hold or operate any personal property, for real or personal, owned or controlled by the Company; (H) contract or group of related contracts with the same party or group of affiliated parties the performance of which involves payment obligations on the annual rent exceeds part of the Company in excess of $25,000; (viiI) Contract assignment, license, indemnification or group of related Contracts agreement with the same party respect to any material intangible property (including, without limitation, any patent, trademark, trade name, copyright, know-how, trade secret or confidential information) but excluding shrink-wrap licenses for the purchase internal use by the Company of off-the-shelf software; (J) warranty agreement with respect to its services rendered or its products sold or services leased (other than purchase orders entered into in the ordinary course of businesswarranty provided to all customers on the Company's Website), under which the undelivered balance of such products or services has a sales price in excess of $100,000 for the current calendar year or any subsequent year or which is not terminable on less than ninety (90) days' notice; (viiiK) Contract or group of related Contracts with the same party for the sale of products or services (other than purchase orders entered into in the ordinary course of business), agreement under which the undelivered balance of such products or services it has a sales price in excess of $100,000 for the current calendar year or granted any subsequent yearPerson any registration rights (including piggyback rights); (ixL) Contract which contract, agreement or other arrangement with any officer, director, employee or Affiliate, or any Affiliate of any officer, director or employee; (iM) prohibits the Company, Newco contract or the Sold Subsidiaries agreement prohibiting it from freely engaging in the Businesses any business or competing anywhere in the world (other than confidentiality covenants contained in agreements entered into listed on the Contracts Schedule); (N) any other agreement not in the ordinary course of business) business which is material to its operations or (ii) contains any exclusivity, non-competition, "most-favored nation," non-solicitation or no-hire provisions; (x) joint venture, strategic alliance, partnership or any similar Contract that provides for involves payment obligations on the sharing part of profits, losses, costs, liabilities or proprietary information by the Company, Newco and the Sold Subsidiaries; (xi) license, royalty agreement or similar Contract relating to the Company Intellectual Property and which require the expenditure in excess of more than $25,000 per annum, other than commercially available software subject to "shrink wrap" licenses; (xii) sales representative, agency, distribution agreements or other similar Contracts for the sale of products of the Company, Newco or any Sold Subsidiary (other than, for the avoidance of doubt, purchase orders entered into in the ordinary course of business); (xiii) any Contract providing for a Change-of-Control Payment; or (xiv) Contract under which the Company, Newco or any Sold Subsidiary acts as a guarantor, surety or, other than the ordinary course of business, indemnitor of any other Personannually. (b) Buyer To the Company's knowledge, all of the contracts, agreements and instruments set forth on the Contracts Schedule are valid, binding and enforceable in accordance with their respective terms. The Company has been given access to a true and correct copy of performed all contracts material obligations required to be listed on Schedule 4.10 (performed by it and is not in material default under or in material breach of nor in receipt of any claim of default or breach under any material contract, agreement or instrument to which the "Material Contracts"), together with all amendments, waivers or other changes thereto, other than oral Material Contracts, a summary of the material terms of each of which Company is set forth on Schedule 4.10. (c) None of subject; to the Company's knowledge, Newco nor any no event has occurred which with the passage of the Sold Subsidiaries is in breach of time or default under any Material Contract (nor has any event occurred that, with the giving of notice or the passage of time or both would result in a material default, breach or default by event of noncompliance under any material contract, agreement or instrument listed on the Company, Newco Contracts Schedule except to the extent that such breach or any Sold Subsidiary) and, to non-compliance will not have a material adverse effect on the Company's Knowledgefinancial condition, operating results, assets or operations; the Company does not have any present expectation or intention of not performing all such obligations; the Company has no knowledge of any breach or anticipated breach by the other parties to any material contract or commitment to which it is a party except to each of the contracts listed extent that such breach or non-compliance will not have a material adverse effect on Schedule 4.10 is not in material breach of or default thereunder. Each Material Contract represents the legal, valid, binding and enforceable obligation of the Company's financial condition, Newco operating results, assets or one of the Sold Subsidiaries, as applicable, and, to the Knowledge of the Company, each counterparty theretooperations.

Contracts and Commitments. (a) Except as expressly contemplated by this Agreement or as set forth on Schedule 4.10, none of the Company, Newco or any of attached "Contracts Schedule," the Sold Subsidiaries Company is not a party to anyor bound by any written or oral: (i) Contract relating pension, profit sharing, stock option, employee stock purchase or other plan or arrangement providing for deferred or other compensation to any acquisition of a business, whether by acquisition of equity interests or by asset acquisition, by the Company, Newco employees or any Sold Subsidiary within the last three (3) years other employee benefit plan or under which the Companyarrangement, Newco or any Sold Subsidiary has collective bargaining agreement or any ongoing material rights other contract with any labor union, or Liabilitiesseverance agreements, programs, policies or arrangements; (ii) collective bargaining agreement contract with any Affiliate or similar Contract (each, a "Collective Bargaining Agreement")current or former Insider; (iii) Contract contract for the employment of any officer, individual employee or other person Person on a full-time, part-time time, consulting or consulting other basis providing for base compensation or other monetary annual compensation in excess in the aggregate of $75,000 per annum50,000 or contract relating to loans to officers, directors, Affiliates or Insiders; (iv) contract under which the Company has advanced or loaned any other Person, other than trade credit extended in the Ordinary Course of Business; (v) agreement or indenture relating to the borrowing of borrowed money or to other Indebtedness or the mortgaging, pledging or otherwise placing a Lien on any material portion asset or group of assets of the Company's, Newco's or the Sold Subsidiaries' assets or any other Contract governing any Indebtedness of the Company, Newco or any of the Sold Subsidiaries; (vvi) lease, guaranty of any obligation; (vii) lease or agreement or other Contract under which it the Company is the lessee of or holds or operates any tangible personal property property, real or personal, owned by any other party, except for any lease or agreement for real or personal property under which the aggregate annual rent exceeds payments do not exceed $25,000; (viviii) leaseLeased Real Property Subleases, lease or agreement or other Contract under which it the Company is the lessor of or permits any third party to hold or operate any personal property, for real or personal, owned or controlled by the Company; (ix) contract or group of related contracts (excluding purchase orders issued or received in the Ordinary Course of Business) with the same party or group of affiliated parties the performance of which the annual rent exceeds involves consideration in excess of $25,000; (vii) Contract or group of related Contracts with the same party for the purchase of products or services (other than purchase orders entered into in the ordinary course of business), under which the undelivered balance of such products or services has a sales price in excess of $100,000 for the current calendar year or any subsequent year or which is not terminable on less than ninety (90) days' notice; (viii) Contract or group of related Contracts with the same party for the sale of products or services (other than purchase orders entered into in the ordinary course of business), under which the undelivered balance of such products or services has a sales price in excess of $100,000 for the current calendar year or any subsequent year; (ix) Contract which (i) prohibits the Company, Newco or the Sold Subsidiaries from freely engaging in the Businesses anywhere in the world (other than confidentiality agreements entered into in the ordinary course of business) or (ii) contains any exclusivity, non-competition, "most-favored nation," non-solicitation or no-hire provisions; (x) assignment, license, indemnification, joint ventureownership or other agreement with respect to the intangible property (including, strategic alliancewithout limitation, partnership or any similar Contract that provides for the sharing of profits, losses, costs, liabilities or proprietary information Purchased Proprietary Rights) owned and/or used by the Company, Newco and the Sold SubsidiariesCompany or of any third party; (xi) licensedistribution vendor, royalty dealership franchise, or service agreement or similar Contract contract relating to the Company Intellectual Property and which require the expenditure distribution, marketing or sale of more than $25,000 per annum, other than commercially available software subject to "shrink wrap" licensesits products or services; (xii) sales representativeagreement with a term of more than six months, agency, distribution agreements which is not terminable by the Company upon less than 60 days notice without penalty or other similar Contracts for the sale of products of the Company, Newco or any Sold Subsidiary (other than, for the avoidance of doubt, purchase orders entered into in the ordinary course of business)which involves more than $25,000 annually; (xiii) contract or agreement prohibiting it from freely engaging in any Contract providing for a Change-of-Control Paymentbusiness or competing anywhere in the world; (xiv) warranty agreement with respect to products sold or services rendered; (xv) agreements relating to ownership of or investments in any business or enterprise (including investments in joint ventures and minority equity investments); (xvi) agreements containing "take or pay" provisions; (xvii) agreements that contain return of products provisions or any other agreement that could result in an obligation to buy back products that were previously sold by the Company; or (xivxviii) Contract under which agreement relating to the subcontracting to another Person of any of the Company, Newco or 's obligations under any Sold Subsidiary acts as a guarantor, surety or, other than agreement listed on the ordinary course of business, indemnitor of any other PersonContracts Schedule. (b) Buyer All of the contracts, agreements and instruments set forth on or required to be set forth on the Contracts Schedule are valid, binding and enforceable against the Company and, to the knowledge of the Company, the other parties thereto, in accordance with their respective terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights and as limited by general principles of equity that restrict the availability of equitable remedies. The Company has performed all material obligations required to be performed by it and is not in material default under or in material breach of nor in receipt of any claim of default or breach under any such contract, agreement or instrument. No event has occurred which with the passage of time or the giving of notice or both would result in a material default, breach or event of noncompliance by the Company or, to the knowledge of the Company, any other party under any such contract, agreement or instrument. Except as set forth on the Contracts Schedule, with respect to each contract, agreement, or instrument required to be set forth on the Contracts Schedule: (x) the acquisition of substantially all of the assets of the Company as contemplated under this Agreement will not result in a breach of or default under any such contract, agreement, or instrument, or otherwise cause such contract, agreement, or instrument to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (y) neither the Company nor any Stockholder has received notice of the intention of any party to such contract, agreement, or instrument to cancel, terminate or renegotiate any such contract, agreement or instrument; and (z) to the knowledge of the Company, there has not been given access any breach or anticipated breach by any other party to such contract, agreement or instrument. (c) The Company has provided to the Purchaser a true and correct copy of all written contracts which are required to be listed disclosed on Schedule 4.10 (the "Material Contracts")Contracts Schedule, in each case together with all amendments, waivers waivers, or other changes thereto, other than oral Material Contracts, a summary thereto (all of which are disclosed on the Contracts Schedule). The Contracts Schedule contains an accurate and complete description of all material terms of each of which is set forth on Schedule 4.10all oral contracts referred to therein. (c) None of the Company, Newco nor any of the Sold Subsidiaries is in breach of or default under any Material Contract (nor has any event occurred that, with the giving of notice or the passage of time or both would result in a breach or default by the Company, Newco or any Sold Subsidiary) and, to the Company's Knowledge, the other party to each of the contracts listed on Schedule 4.10 is not in material breach of or default thereunder. Each Material Contract represents the legal, valid, binding and enforceable obligation of the Company, Newco or one of the Sold Subsidiaries, as applicable, and, to the Knowledge of the Company, each counterparty thereto.

Contracts and Commitments. (a) Except as set forth on Schedule 4.10, none in Section 2.7 of the CompanyDisclosure Schedule, Newco or any of the Sold Subsidiaries Company is not a party to anyto: (i) Contract relating any contract, agreement, purchase order (other than purchase orders in the ordinary course of business) or other commitment for the purchase, sale or provision to any acquisition of a business, whether by acquisition of equity interests or by asset acquisitionthe Company of goods, by the Company, Newco property or any Sold Subsidiary within the last three (3) years services having an individual value in excess of $10,000 or under which the Company, Newco or any Sold Subsidiary has any ongoing material rights or Liabilitiesan aggregate value in excess of $100,000; (ii) collective bargaining agreement any pension, profit sharing, stock option, employee stock purchase or similar Contract (eachother plan providing for deferred compensation or other employee benefit plan, a "Collective Bargaining Agreement")or any contract with any labor union; (iii) Contract for the employment of any officer, individual employee or other person on a full-time, part-time or consulting basis providing for base compensation or other monetary compensation in excess in the aggregate of $75,000 per annum; (iv) agreement or indenture relating to the borrowing of money or to the mortgaging, pledging or otherwise placing a Lien lien on any material portion asset or group of assets of the Company's, Newco's or the Sold Subsidiaries' assets or any other Contract governing any Indebtedness of the Company, Newco or any of the Sold Subsidiaries; (viv) lease, any lease or agreement or other Contract under which it is lessee of or holds or operates any tangible personal property property, real or personal, owned by any other party, except for any lease of personal property under which the aggregate annual rent exceeds rental payments do not exceed $25,0005,000; (viv) lease, any lease or agreement or other Contract under which it is lessor of or permits any third party to hold or operate any personal property, real or personal, owned or controlled by it; (vi) any agreements providing for the services of an independent contractor to which the annual rent exceeds $25,000Company is a party or by which it is bound; (vii) Contract any oral or group written direct or indirect guarantee of related Contracts with the same party for the purchase of products any obligation; or (viii) any other or services (other than purchase orders entered into in the ordinary course of business)additional material contracts, under commitments, agreements, arrangements, writings, guarantees, leases and licenses to which the undelivered balance Company is a party or by which the Company or any of such products or services has a sales price its property is bound having an individual value in excess of $100,000 for the current calendar year 10,000 or any subsequent year or which is not terminable on less than ninety (90) days' notice; (viii) Contract or group of related Contracts with the same party for the sale of products or services (other than purchase orders entered into in the ordinary course of business), under which the undelivered balance of such products or services has a sales price an aggregate value in excess of $100,000 for the current calendar year or any subsequent year; (ix) Contract which (i) prohibits the Company, Newco or the Sold Subsidiaries from freely engaging in the Businesses anywhere in the world (other than confidentiality agreements entered into in the ordinary course of business) or (ii) contains any exclusivity, non-competition, "most-favored nation," non-solicitation or no-hire provisions; (x) joint venture, strategic alliance, partnership or any similar Contract that provides for the sharing of profits, losses, costs, liabilities or proprietary information by the Company, Newco and the Sold Subsidiaries; (xi) license, royalty agreement or similar Contract relating to the Company Intellectual Property and which require the expenditure of more than $25,000 per annum, other than commercially available software subject to "shrink wrap" licenses; (xii) sales representative, agency, distribution agreements or other similar Contracts for the sale of products 100,000. Each of the Companycontracts, Newco or any Sold Subsidiary (other thanagreements, for the avoidance of doubtleases, purchase orders entered into in the ordinary course of business); (xiii) any Contract providing for a Change-of-Control Payment; or (xiv) Contract under which the Company, Newco or any Sold Subsidiary acts as a guarantor, surety or, other than the ordinary course of business, indemnitor of any other Person. (b) Buyer has been given access to a true licenses and correct copy of all contracts commitments required to be listed on in Section 2.7 of the Disclosure Schedule 4.10 (the "Material “Contracts")”) is valid and binding, enforceable in accordance with its respective terms, in full force and effect and, at Closing, will remain in full force and effect without the consent, approval or act of, or the making of any filing with, any other person. To the Shareholder’s knowledge, none of the Contracts were entered into with any intent or for any purpose prohibited by law. True and complete copies of all of the Contracts (together with any and all amendments, waivers or other changes amendments thereto, other than oral Material Contracts, a summary of the material terms of each of which is set forth on Schedule 4.10. (c) None of have been delivered to GlobalSecure and initialed by the Company’s Secretary and identified with a reference to this Section of this Agreement. The Company has performed all obligations required to be performed by it and is not in default under, Newco nor or in breach of, or in receipt of any claim of default or breach under, any of the Sold Subsidiaries is in breach Contracts and no event has occurred which with the passage of time or default under any Material Contract (nor has any event occurred that, with the giving of notice or the passage of time or both would result in a default, breach or default event of noncompliance under any such Contract neither the Company nor the Shareholder has any knowledge of any breach or anticipated breach by the Company, Newco or other parties to any Sold Subsidiary) and, such Contract and to the Company's Knowledge, Shareholder’s knowledge the other Company is not a party to each any Contract for the purchase of the contracts listed on Schedule 4.10 is not in material breach of goods or default thereunder. Each Material Contract represents the legal, valid, binding and enforceable obligation of the Company, Newco or one of the Sold Subsidiaries, as applicable, and, to the Knowledge of the Company, each counterparty theretoservices at a rate currently materially above market prices.

Contracts and Commitments. (a) Except as set forth on Schedule 4.10, none 5(p) of the CompanyDisclosure Schedule, Newco or any of the Sold Subsidiaries Company is not a party to any: (i) Contract relating to any acquisition of a business, whether by acquisition of equity interests written or by asset acquisition, by the Company, Newco or any Sold Subsidiary within the last three (3) years or under which the Company, Newco or any Sold Subsidiary has any ongoing material rights or Liabilities; (ii) collective bargaining agreement or similar Contract (each, a "Collective Bargaining Agreement"); (iii) Contract oral contract for the employment of any officer, individual employee employee, or other person Person or entity on a full-time, part-time or time, consulting basis providing for base compensation or other monetary compensation in excess basis, or agreement providing severance benefits or relating to loans to officers, directors, employees or Affiliates, other than advances in the aggregate Ordinary Course of $75,000 per annumBusiness; (ivii) agreement or indenture relating to the borrowing of money or otherwise incurring interest-bearing indebtedness or to the mortgaging, pledging or otherwise placing a Lien on any material portion asset or group of assets of the Company's, Newco's or the Sold Subsidiaries' assets or any other Contract governing any Indebtedness of the Company, Newco or any of the Sold Subsidiaries; (viii) lease, guarantee of any Liability or obligation; (iv) lease or agreement or other Contract under which it is lessee of or holds or operates any tangible personal property property, owned by any other party, except for any lease of personal property under which the aggregate annual rent exceeds rental payments do not exceed $25,000; (viv) lease, lease or agreement or other Contract under which it is lessor of or permits any third party to hold or operate any personal property, for property owned or controlled by it under which the aggregate annual rent exceeds rental payments do not exceed $25,000; (vi) assignment, license, indemnification or agreement with respect to any form of Intellectual Property; (vii) Contract contract or group of related Contracts contracts with the same party for the purchase of products or services (other than excluding purchase orders entered into in the ordinary course Ordinary Course of business), Business) for the purchase or sale of products or services under which the undelivered balance of such products or and services has a sales selling price in excess of $100,000 for the current calendar year or any subsequent year or which is not terminable on less than ninety (90) days' notice100,000; (viii) Contract contract or group of related Contracts with the same party for the sale of products agreement concerning confidentiality or services (other than purchase orders entered into non-competition or which prohibits it from freely engaging in the ordinary course of business), under which the undelivered balance of such products or services has a sales price in excess of $100,000 for the current calendar year or any subsequent year; (ix) Contract which (i) prohibits contract relating to the Companydistribution, Newco marketing or the Sold Subsidiaries from freely engaging in the Businesses anywhere in the world (other than confidentiality agreements entered into in the ordinary course sales of business) or (ii) contains any exclusivity, non-competition, "most-favored nation," non-solicitation or no-hire provisionsits services; (x) joint ventureany profit sharing, strategic alliancestock option, partnership stock purchase, stock appreciation, deferred compensation, severance or any similar Contract that provides other plan or arrangement for the sharing benefit of profitsits current or former directors, lossesofficers or employees, costs, liabilities or proprietary information other than the plan specifically contemplated by the Company, Newco and the Sold Subsidiaries;Section 9(l) of this Agreement; or (xi) license, royalty other agreement (or similar Contract relating group of related agreements) that is either (A) material to the Company Intellectual Property and which require the expenditure of more than $25,000 per annum, other than commercially available software subject to "shrink wrap" licenses; (xii) sales representative, agency, distribution agreements or other similar Contracts for the sale of products of the Company, Newco or any Sold Subsidiary (other than, for the avoidance of doubt, purchase orders has not been entered into in the ordinary course Ordinary Course of businessBusiness or (B) not terminable by the Company on less than 90 days' notice without payment or penalty. Except as specifically disclosed on Schedule 5(p); (xiii) any Contract providing for a Change-of-Control Payment; or (xiv) Contract , the Company has performed in all material respects all obligations required to be performed by it and is not in default under which the Company, Newco or any Sold Subsidiary acts as a guarantor, surety or, other than the ordinary course in breach of business, indemnitor nor in receipt of any claim of default or breach under any agreement, lease, contract, commitment or other Person. (b) agreement to which it is a party; and no event has occurred which with the passage of time or the giving of notice or both would result in a default, breach or event of noncompliance by the Company under any such agreement. The Buyer has been given access to supplied with a true correct and correct complete copy of all each of the contracts required which are referred to be listed on Schedule 4.10 (the "Material Contracts"5(p), together with all amendments, waivers or other changes thereto, other than oral Material Contracts, a summary of the material terms of each of which is set forth on Schedule 4.10. (c) None of the Company, Newco nor any of the Sold Subsidiaries is in breach of or default under any Material Contract (nor has any event occurred that, with the giving of notice or the passage of time or both would result in a breach or default by the Company, Newco or any Sold Subsidiary) and, to the Company's Knowledge, the other party to each of the contracts listed on Schedule 4.10 . The Business is not in material breach of or default thereunder. Each Material Contract represents the legal, valid, binding and enforceable obligation of the Company, Newco or one of the Sold Subsidiaries, as applicable, and, subject to the Knowledge of the Company, each counterparty theretoany collective bargaining agreement.

Contracts and Commitments. (a) Except as set forth on Schedule 4.10the attached CONTRACTS SCHEDULE, none of the Company, Newco or any of the Sold Subsidiaries Companies is a party to anyor bound by any written or oral: (i) Contract relating pension, profit sharing, stock option, employee stock purchase or other plan or arrangement providing for deferred or other compensation to any acquisition of a businessemployees, whether by acquisition of equity interests former employees or by asset acquisitionconsultants, by the Company, Newco or any Sold Subsidiary within the last three (3) years other employee benefit plan or under which the Companyarrangement, Newco or any Sold Subsidiary has collective bargaining agreement or any ongoing material rights other contract with any labor union, or Liabilitiesseverance agreements, programs, policies or arrangements; (ii) collective bargaining agreement or similar Contract (each, a "Collective Bargaining Agreement"); (iii) Contract contract for the employment of any officer, individual employee or other person Person on a full-time, part-time or time, consulting basis providing for base compensation or other monetary compensation in excess basis or relating to loans to officers, directors or Affiliates; (iii) contract under which the Companies have advanced or loaned any other Person amounts in the aggregate of exceeding $75,000 per annum10,000; (iv) agreement or indenture relating to the borrowing of borrowed money or to other Indebtedness or the mortgaging, pledging or otherwise placing a Lien on any material portion asset or material group of assets of the Company's, Newco's or the Sold Subsidiaries' assets or any other Contract governing any Indebtedness of the Company, Newco or any of the Sold SubsidiariesCompanies; (v) lease, Guaranty; (vi) lease or agreement or other Contract under which it the Companies is lessee of or holds or operates any tangible personal property property, real or personal, owned by any other party, except for the Realty Leases and any lease of real or personal property under which the aggregate annual rent exceeds rental payments do not exceed $25,00010,000; (vivii) lease, lease or agreement or other Contract under which it the Companies is lessor of or permits any third party to hold or operate any personal property, for which real or personal, owned or controlled by the Companies (other than any lease to a subcontractor in the ordinary course of business involving annual rent exceeds consideration of less than $25,00010,000 per year); (viiviii) Contract contract or group of related Contracts contracts with the same party for or group of affiliated parties the purchase performance of products or services (which involves consideration in the aggregate in excess of $10,000, other than purchase and sales orders entered into incurred in the ordinary course of business), under which the undelivered balance of such products or services has a sales price in excess of $100,000 for the current calendar year or any subsequent year or which is not terminable on less than ninety (90) days' notice; (viii) Contract or group of related Contracts with the same party for the sale of products or services (other than purchase orders entered into in the ordinary course of business), under which the undelivered balance of such products or services has a sales price in excess of $100,000 for the current calendar year or any subsequent year; (ix) Contract which assignment, license, indemnification or agreement with respect to any intangible property (i) prohibits the Company, Newco or the Sold Subsidiaries from freely engaging in the Businesses anywhere in the world (other than confidentiality agreements entered into in the ordinary course of business) or (ii) contains including any exclusivity, non-competition, "most-favored nation," non-solicitation or no-hire provisionsIntellectual Property Rights); (x) joint venture, strategic alliance, partnership warranty agreement with respect to its services rendered or any similar Contract that provides for the sharing of profits, losses, costs, liabilities its products sold or proprietary information by the Company, Newco and the Sold Subsidiariesleased; (xi) license, royalty agreement under which it has granted any Person any registration rights (including demand or similar Contract relating to the Company Intellectual Property and which require the expenditure of more than $25,000 per annum, other than commercially available software subject to "shrink wrap" licensespiggyback registration rights); (xii) sales representativesales, agencydistribution, distribution agreements supply or other similar Contracts for the sale of products of the Company, Newco or any Sold Subsidiary (other than, for the avoidance of doubt, purchase orders entered into in the ordinary course of business)franchise agreement; (xiii) agreement with a term of more than six months which is not terminable by the Companies upon 30 days' or less notice without penalty and involves a consideration in excess of $10,000 annually; (xiv) contract regarding voting, transfer or other arrangements related to the Companies' capital stock or warrants, options or other rights to acquire any Contract providing for a Change-of-Control Paymentof the Companies' capital stock; (xv) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the world; or (xivxvi) Contract under which the Company, Newco or any Sold Subsidiary acts as a guarantor, surety or, other than the ordinary course of business, indemnitor of any other Personagreement which is material to its operations and business prospects or involves a consideration in excess of $50,000 annually. (b) Buyer Except to the extent set forth on the CONTRACTS SCHEDULE, all of the contracts, leases, agreements and instruments set forth or required to be set forth on the CONTRACTS SCHEDULE are valid, binding and enforceable in accordance with their respective terms and will be in full force and effect without penalty in accordance with their terms upon consummation of the transactions contemplated hereby, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights or general principles of equity. Except as set forth on the CONTRACTS SCHEDULE, (i) each of the Companies has performed in all material respects all obligations required to be performed by it and is not in default under or in breach of nor in receipt of any claim of default or breach under any contract, lease, agreement or instrument to which the Companies are subject; (ii) no event has occurred which with the passage of time or the giving of notice or both would result in a default, breach or event of noncompliance by the Companies under any contract, lease, agreement or instrument to which the Companies are subject; (iii) none of the Companies has any present expectation or intention of not fully performing all such obligations; (iv) no partially-filled or unfilled customer purchase order or sales order is subject to cancellation or any other material modification by the other party thereto or is subject to any penalty, right of set-off or other charge by the other party thereto for late performance or delivery; and (v) neither the Companies nor any Seller has knowledge of any breach or anticipated breach by the other parties to any contract, lease, agreement, instrument or commitment to which the Companies are parties. None of the Companies is a party to any contract, agreement or commitment where performance by the Companies under such contract, agreement or commitment could reasonably be expected to have a Material Adverse Effect. (c) Buyer's counsel has been given access to supplied with a true and correct copy of all each of the written instruments, plans, contracts required and agreements and an accurate description of each of the oral arrangements, contracts and agreements which are referred to be listed on Schedule 4.10 (the "Material Contracts")attached CONTRACTS SCHEDULE, together with all amendments, waivers or other changes thereto, other than oral Material Contracts, a summary of the material terms of each of which is set forth on Schedule 4.10. (c) None of the Company, Newco nor any of the Sold Subsidiaries is in breach of or default under any Material Contract (nor has any event occurred that, with the giving of notice or the passage of time or both would result in a breach or default by the Company, Newco or any Sold Subsidiary) and, to the Company's Knowledge, the other party to each of the contracts listed on Schedule 4.10 is not in material breach of or default thereunder. Each Material Contract represents the legal, valid, binding and enforceable obligation of the Company, Newco or one of the Sold Subsidiaries, as applicable, and, to the Knowledge of the Company, each counterparty thereto.

Contracts and Commitments. (a) Except as set forth on Schedule 4.10the attached Holding Contracts Schedule, none of the Company, Newco or neither Holding nor any of the Sold its Subsidiaries is a party to anyor bound by any written or oral: (i) Contract relating pension, profit sharing, stock option, employee stock purchase, bonus or other plan or arrangement providing for deferred or other compensation to any acquisition of a businessemployees, whether by acquisition of equity interests former employees or by asset acquisitionconsultants, by the Company, Newco or any Sold Subsidiary within the last three (3) years other employee benefit plan or under which the Companyarrangement, Newco or any Sold Subsidiary has collective bargaining agreement or any ongoing material rights other contract with any labor union, or Liabilitiesseverance agreements, programs, policies or arrangements; (ii) collective bargaining agreement or similar Contract (each, a "Collective Bargaining Agreement"); (iii) Contract contract for the employment of any officer, individual employee or other person Person on a full-time, part-time or time, consulting basis providing for base compensation or other monetary compensation in excess basis or relating to loans to officers, directors or Affiliates; (iii) contract under which Holding or any of its Subsidiaries has advanced or loaned any Person amounts exceeding $10,000 individually or $25,000 in the aggregate of $75,000 per annumaggregate; (iv) agreement or indenture relating to the borrowing of borrowed money or to other Indebtedness or the mortgaging, pledging or otherwise placing a Lien on any material portion asset or material group of the Company's, Newco's or the Sold Subsidiaries' assets or any other Contract governing any Indebtedness of the Company, Newco Holding or any of the Sold its Subsidiaries; (v) leaseGuaranty, performance bond or similar agreement; (vi) lease or agreement or other Contract under which it Holding or any of its Subsidiaries is lessee of or holds or operates any tangible personal property property, real or personal, owned by any other party, except for any lease of real or personal property under which the aggregate annual rent exceeds rental payments do not exceed $25,00020,000 individually or $50,000 in the aggregate; (vivii) lease, material lease or agreement or other Contract under which it Holding or any of its Subsidiaries is lessor of or permits any third party to hold or operate any personal property, for which the annual rent exceeds $25,000real or personal, owned or controlled by Holding or any of its Subsidiaries; (viiviii) Contract contract or group of related Contracts contracts with the same party for or group of affiliated parties the purchase performance of products which involves consideration in the aggregate in excess of $20,000 individually or services ($50,000 in the aggregate, other than purchase and sales orders entered into (including orders for professional services) incurred in the ordinary course of business), under which the undelivered balance of such products or services has a sales price in excess of $100,000 for the current calendar year or any subsequent year or which is not terminable on less than ninety (90) days' notice; (viii) Contract or group of related Contracts with the same party for the sale of products or services (other than purchase orders entered into in the ordinary course of business), under which the undelivered balance of such products or services has a sales price in excess of $100,000 for the current calendar year or any subsequent year; (ix) Contract which assignment, license, indemnification or other agreement with respect to any intangible property (iincluding any Intellectual Property) prohibits the Company, Newco or the Sold Subsidiaries from freely engaging in the Businesses anywhere in the world (other than confidentiality agreements entered into in the ordinary course of business) with respect to software that is generally commercially available and is used without material alteration or (ii) contains any exclusivity, non-competition, "most-favored nation," non-solicitation or no-hire provisionsenhancement; (x) joint venture, strategic alliance, partnership warranty agreement with respect to its services rendered or any similar Contract that provides for the sharing of profits, losses, costs, liabilities its products sold or proprietary information by the Company, Newco and the Sold Subsidiariesleased; (xi) license, royalty agreement under which it has granted any Person any registration rights (including demand or similar Contract relating to the Company Intellectual Property and which require the expenditure of more than $25,000 per annum, other than commercially available software subject to "shrink wrap" licensespiggyback registration rights); (xii) sales representativesales, agencydistribution, distribution agreements supply or other similar Contracts for the sale of products of the Company, Newco or any Sold Subsidiary (other than, for the avoidance of doubt, purchase orders entered into in the ordinary course of business)franchise agreement; (xiii) agreement with a term of more than six months which is not terminable by Holding or any Contract providing for of its Subsidiaries upon less than thirty (30) days’ notice without penalty and involves a Change-of-Control Paymentconsideration in excess of $20,000 individually or $50,000 in the aggregate annually; (xiv) contract regarding voting, transfer or other arrangements related to its capital stock or warrants, options or other rights to acquire any of its capital stock; (xv) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the world; or (xivxvi) Contract under which the Company, Newco or any Sold Subsidiary acts as a guarantor, surety or, other than the ordinary course of business, indemnitor of any other Personagreement which is material to its operations and business prospects or involves a consideration in excess of $20,000 individually or $50,000 in the aggregate annually. (b) Buyer All of the contracts, Holding Leases, agreements and instruments set forth or required to be set forth on the attached Holding Contracts Schedule are valid, binding and enforceable in accordance with their respective terms and, to Holding’s Knowledge, except for such contracts, Holding Leases, agreements and instruments that shall have expired in accordance with their terms, shall be in full force and effect without penalty in accordance with their terms upon consummation of the transactions contemplated hereby. Except as set forth on the attached Holding Contracts Schedule: (i) each of Holding and its Subsidiaries has performed all obligations required to be performed by it and is not in default under or in breach of nor in receipt of any claim of default or breach under any contract, Holding Lease, agreement or instrument set forth or required to be set forth on the attached Holding Contracts Schedule; (ii) no event has occurred which with the passage of time or the giving of notice or both would result in a default, breach or event of noncompliance by Holding or any of its Subsidiaries under any contract, Holding Lease, agreement or instrument set forth or required to be set forth on the attached Holding Contracts Schedule; (iii) neither Holding nor any of its Subsidiaries has any present expectation or intention of not fully performing all such obligations; (iv) no contract, Holding Lease, agreement or instrument set forth or required to be set forth on the attached Holding Contracts Schedule is currently subject to or is expected to be subject to cancellation or any other material modification by the other party thereto (by reason of the Merger or otherwise) or is subject to or is expected to be subject to any penalty, right of set-off or other charge by the other party thereto for late performance or delivery; (v) to Holding’s Knowledge, there is no breach or anticipated breach by the other parties to any contract, Holding Lease, agreement or instrument set forth or required to be set forth on the attached Holding Contracts Schedule, and (vi) Holding and its Subsidiaries have not subleased, licensed, or otherwise granted any Person the right to use or occupy any leased real property or any portion thereof. Neither Holding nor any of its Subsidiaries is a party to any contract, agreement or commitment the performance of which could reasonably be expected to have a Material Adverse Effect on Holding or its Subsidiaries. (c) SANZ’s and Merger Sub’s counsel has been given access to supplied with a true and correct copy of all each of the written instruments, plans, contracts required and agreements and an accurate description of each of the oral arrangements, contracts and agreements which are referred to be listed on Schedule 4.10 (the "Material Contracts")attached Holding Contracts Schedule, together with all amendments, waivers or other changes thereto. To the extent applicable, other than oral Material Contracts, a summary of the material terms of each of which is set forth contracts identified on the attached Holding Contracts Schedule 4.10. (c) None of the Company, Newco nor any of the Sold Subsidiaries is in breach of or default under any Material Contract (nor has any event occurred that, with the giving of notice or the passage of time or both would result in a breach or default are separately identified by the Company, Newco or any Sold Subsidiary) and, to the Company's Knowledge, the other party to each type of the contracts listed on Schedule 4.10 is not in material breach of or default thereunder. Each Material Contract represents the legal, valid, binding and enforceable obligation of the Company, Newco or one of the Sold Subsidiaries, as applicable, and, to the Knowledge of the Company, each counterparty theretocontract.

Contracts and Commitments. (ai) Except as expressly contemplated by this Agreement or as set forth on the attached Contracts Schedule 4.106P, none of the Company, Newco or any of the Sold Subsidiaries Company is not a party to anyor bound by any written or oral: (ia) Contract relating pension, profit sharing, stock option, employee stock purchase or other plan or arrangement providing for deferred or other compensation to its current or former directors, officers or employees or any acquisition of a businessother employee benefit plan, arrangement or practice, whether by acquisition of equity interests formal or by asset acquisition, by the Company, Newco or any Sold Subsidiary within the last three (3) years or under which the Company, Newco or any Sold Subsidiary has any ongoing material rights or Liabilitiesinformal; (iib) collective bargaining agreement or similar Contract (eachany other contract with any labor union, a "Collective Bargaining Agreement")or severance agreements, programs, policies or arrangements; (iiic) Contract management agreement or contract for the employment of any officer, individual employee or other person Person on a full-time, part-time or time, consulting basis providing for base compensation or other monetary basis (i) providing annual cash or other compensation in excess in the aggregate of $75,000 per annum10,000, (ii) providing for the payment of any cash or other compensation or benefits upon the consummation of the transactions contemplated hereby or (iii) otherwise restricting its ability to terminate the employment of any employee at anytime for any lawful reason or for no reason without penalty or liability; (ivd) contract or agreement involving any Governmental Entity; (e) agreement or indenture relating to the borrowing of borrowed money or to other Indebtedness or the mortgaging, pledging or otherwise placing a Lien on any material portion asset or material group of assets of the Company's, Newco's or the Sold Subsidiaries' assets Company or any other Contract governing any Indebtedness letter of the Company, Newco or any of the Sold Subsidiariescredit arrangements; (vf) leaseGuarantee, other than endorsements made for collection in the ordinary course of business consistent with past custom and practice; (g) lease or agreement or other Contract under which it the Company is (i) lessee of or holds or operates any tangible personal property property, owned by any other party, except for any lease of personal property under which the aggregate annual rent exceeds rental payments do not exceed $25,000; 10,000 or (viii) lease, agreement or other Contract under which it is lessor of or permits any third party to hold or operate any personal property, for which real or personal, owned or controlled by the annual rent exceeds $25,000Company; (viih) Contract contract or group of related Contracts contracts with the same party or group of affiliated parties for the purchase or sale of products raw materials, commodities, supplies, products, equipment or other personal property or services under which the undelivered balance since December 31, 1998 of such products and services has a selling price in excess of $10,000; (i) other contract or group of related contracts with the same party or group of affiliated parties continuing over a period of more than purchase orders entered into six months from the date or dates thereof, not terminable by the Company upon 30 days' or less notice without penalty or involving more than $10,000; (j) contract relating to the marketing, sale, advertising or promotion of its products; (k) agreements relating to the ownership of, investments in or loans and advances to any Person, including investments in joint ventures and minority equity investments; (l) license, royalty, indemnification or other agreement with respect to any intangible property (including any Intellectual Property Rights); (m) broker, agent, sales representative, sales or distribution agreement; (n) power of attorney or other similar agreement or grant of agency; (o) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the world, including any nondisclosure or confidentiality agreements; or (p) other agreement which involves a consideration in excess of $50,000 annually, whether or not in the ordinary course of business), under which the undelivered balance of such products or services has a sales price in excess of $100,000 for the current calendar year or any subsequent year or which is not terminable on less than ninety (90) days' notice;business consistent with past custom and practice. (viii) Contract or group of related Contracts with the same party for the sale of products or services (other than purchase orders entered into in the ordinary course of business), under which the undelivered balance of such products or services has a sales price in excess of $100,000 for the current calendar year or any subsequent year; (ix) Contract which (i) prohibits the Company, Newco or the Sold Subsidiaries from freely engaging in the Businesses anywhere in the world (other than confidentiality agreements entered into in the ordinary course of business) or (ii) contains any exclusivityAll of the contracts, non-competitionagreements and instruments set forth or required to be set forth on the attached Contracts Schedule 6P (the "Material Contracts") are valid, "most-favored nation," non-solicitation or no-hire provisions; binding and enforceable in accordance with their respective terms, except as such enforceability may be limited by (x) joint ventureapplicable insolvency, strategic alliancebankruptcy, partnership or any similar Contract that provides for the sharing of profitsreorganization, losses, costs, liabilities or proprietary information by the Company, Newco and the Sold Subsidiaries; (xi) license, royalty agreement or similar Contract relating to the Company Intellectual Property and which require the expenditure of more than $25,000 per annum, other than commercially available software subject to "shrink wrap" licenses; (xii) sales representative, agency, distribution agreements moratorium or other similar Contracts for the sale of products laws affecting creditors' rights generally and (y) applicable equitable principles (whether considered in a proceeding at law or in equity). Each of the Company, Newco Material Contracts shall be in full force and effect without penalty in accordance with its terms upon consummation of the transactions contemplated hereby. The Company has performed all obligations required to be performed by it and is not in default under or any Sold Subsidiary (other than, for the avoidance in breach of doubt, purchase orders entered into nor in the ordinary course of business); (xiii) any Contract providing for a Change-of-Control Payment; or (xiv) Contract under which the Company, Newco or any Sold Subsidiary acts as a guarantor, surety or, other than the ordinary course of business, indemnitor receipt of any claim of default or breach under any Material Contract; no event has occurred which with the passage of time or the giving of notice or both would result in a default, breach or event of noncompliance by the Company under any Material Contract; and the Company has no knowledge of any breach or cancellation or anticipated breach or cancellation by the other Personparties to any Material Contract to which they are parties. (biii) Buyer The Purchaser has been given access to supplied with a true and correct copy of all contracts required to be listed on Schedule 4.10 (the "each written Material Contracts")Contract, together with all amendments, waivers or other changes thereto, other than oral Material Contracts, a summary of the material terms of each thereto (all of which is set forth amendments, waivers or other changes thereto are described on the attached Contracts Schedule 4.106P). (c) None of the Company, Newco nor any of the Sold Subsidiaries is in breach of or default under any Material Contract (nor has any event occurred that, with the giving of notice or the passage of time or both would result in a breach or default by the Company, Newco or any Sold Subsidiary) and, to the Company's Knowledge, the other party to each of the contracts listed on Schedule 4.10 is not in material breach of or default thereunder. Each Material Contract represents the legal, valid, binding and enforceable obligation of the Company, Newco or one of the Sold Subsidiaries, as applicable, and, to the Knowledge of the Company, each counterparty thereto.

Contracts and Commitments. Section 4.19 of the Disclosure Schedule sets forth a list of all material agreements, Contracts and commitments to which the Company or any Company Subsidiary is a party or by which the Company, any Company Subsidiary or their respective assets are bound (each, a “Material Contract”), including, without limitation: (a) Except as set forth on Schedule 4.10agreements, none contracts, commitments or arrangements involving Intellectual Property; (b) employment agreements or severance agreements or employee termination arrangements that are not terminable at will by the Company or a Company Subsidiary without penalty; (c) any change of control agreements with employees of the Company, Newco Company or any Company Subsidiary; (d) agreements, contracts, commitments or arrangements containing any covenant limiting the ability of the Sold Subsidiaries Company or any Company Subsidiary to engage in any line of business or to compete with any business or person; (e) agreements or contracts with any officer, director or employee of (i) the Company or (ii) any Company Subsidiary (other than employment, severance and change of control agreements covered by clause (b) or (c) above); (f) agreements or contracts under which the Company or any Company Subsidiary has borrowed or loaned money, or any note, bond, indenture, mortgage, installment obligation or other evidence of indebtedness for borrowed or loaned money or any guarantee of such indebtedness, in each case, relating to amounts in excess of $5,000; (g) joint venture agreements or other agreements involving the sharing of profits; (h) leases pursuant to which personal or real property is party leased to any:or from the Company or any Company Subsidiary; (i) Contract relating to any acquisition powers of a business, whether by acquisition of equity interests or by asset acquisition, by attorney from the Company, Newco Company or any Sold Subsidiary within the last three (3) years or under which the Company, Newco or any Sold Subsidiary has any ongoing material rights or LiabilitiesCompany Subsidiary; (iij) collective bargaining agreement guaranties, suretyships or similar Contract (each, a "Collective Bargaining Agreement")other contingent agreements of the Company or any Company Subsidiary; (iiik) Contract for all agreements, contracts, commitments and arrangements between the employment of Company or any officer, individual employee or other person on a full-time, part-time or consulting basis providing for base compensation or other monetary compensation in excess in the aggregate of $75,000 per annumCompany Subsidiary and any Governmental Entity; (ivl) agreement any agreement, contract, commitment or indenture arrangement relating to capital expenditures with respect to the Company or any Company Subsidiary and involving future payments which exceed $5,000 in any 12 month period; (m) any agreement, contract, commitment or arrangement relating to the borrowing acquisition of money or to mortgaging, pledging or otherwise placing a Lien on any material portion assets (other than in the ordinary course of the Company's, Newco's or the Sold Subsidiaries' assets business consistent with past practice) or any other Contract governing capital stock of any Indebtedness of the Company, Newco or any of the Sold Subsidiariesbusiness enterprise; (vn) lease, agreement any investment banking or other Contract under which it is lessee of or holds or operates any tangible personal property owned by any other party, for which the annual rent exceeds $25,000professional services agreement; (vio) lease, agreement or contracts (other Contract under which it is lessor of or permits any third party than those covered by clause (a) through (n) above) pursuant to hold or operate any personal property, for which the annual rent exceeds Company and the Company Subsidiaries will receive or pay in excess of $25,0005,000 over the life of the contract; (viip) Contract any other material agreements, Contracts and commitments whether or group of related Contracts with the same party for the purchase of products or services (other than purchase orders not entered into in the ordinary course of business), under ; and (q) all proposed arrangements or contracts of the Company or the Company Subsidiaries which the undelivered balance Company reasonably expects to be near consummation and of such products or services has a sales price in excess of $100,000 for the current calendar year or any subsequent year or which is not terminable on less than ninety (90) days' notice; (viii) Contract or group of related Contracts with the same party for the sale of products or services (other than purchase orders type that if entered into would be a Contract described in the ordinary course of business), under which the undelivered balance of such products or services has a sales price in excess of $100,000 for the current calendar year or any subsequent year; clauses (ixa) Contract which through (io) prohibits above. Neither the Company, Newco or the Sold Subsidiaries from freely engaging in the Businesses anywhere in the world (other than confidentiality agreements entered into in the ordinary course of business) or (ii) contains any exclusivity, non-competition, "most-favored nation," non-solicitation or no-hire provisions; (x) joint venture, strategic alliance, partnership or any similar Contract that provides for the sharing of profits, losses, costs, liabilities or proprietary information by the Company, Newco and the Sold Subsidiaries; (xi) license, royalty agreement or similar Contract relating to the Company Intellectual Property and which require the expenditure of more than $25,000 per annum, other than commercially available software subject to "shrink wrap" licenses; (xii) sales representative, agency, distribution agreements or other similar Contracts for the sale of products of the Company, Newco or any Sold Subsidiary (other than, for the avoidance of doubt, purchase orders entered into in the ordinary course of business); (xiii) any Contract providing for a Change-of-Control Payment; or (xiv) Contract under which the Company, Newco or any Sold Subsidiary acts as a guarantor, surety or, other than the ordinary course of business, indemnitor of any other Person. (b) Buyer has been given access to a true and correct copy of all contracts required to be listed on Schedule 4.10 (the "Material Contracts"), together with all amendments, waivers or other changes thereto, other than oral Material Contracts, a summary of the material terms of each of which is set forth on Schedule 4.10. (c) None of the Company, Newco nor any of the Sold Subsidiaries is in breach of or default under any Material Contract (nor has any event occurred that, with the giving of notice or the passage of time or both would result in a breach or default by the Company, Newco or any Sold Subsidiary) andnor, to the Stockholder’s and the Company's Knowledge’s knowledge, the any other party to each of the contracts listed on Schedule 4.10 thereto, is not in material breach of or in material default thereunderunder any Material Contract. Each such Material Contract represents the is in full force and effect, and is a legal, valid, valid and binding and enforceable obligation of the Company, Newco or one of Company and/or the Sold Subsidiaries, as applicable, applicable Company Subsidiaries and, to the Knowledge Stockholder’s and the Company’s knowledge, each of the Companyother parties thereto, each counterparty theretoenforceable in accordance with its terms.

Contracts and Commitments. (i) The Company is in compliance with all applicable employee, tax and environmental laws, except as expressly set forth in the Company's SEC filings or on the attached Disclosure Schedule and neither the Company nor any Subsidiary is a party to or bound by any written or oral: (a) Except as set forth on Schedule 4.10pension, none of the Companyprofit sharing, Newco stock option, employee stock purchase or other plan or arrangement providing for deferred or other compensation to employees or any of the Sold Subsidiaries is party to any: (i) Contract relating to any acquisition of a businessother employee benefit plan or arrangement, whether by acquisition of equity interests or by asset acquisition, by the Company, Newco or any Sold Subsidiary within the last three (3) years or under which the Company, Newco or any Sold Subsidiary has any ongoing material rights or Liabilities; (ii) collective bargaining agreement or similar Contract (eachany other contract with any labor union, a "Collective Bargaining Agreement")or severance agreements, programs, policies or arrangements; (iiib) Contract contract or other commitment (whether written or oral) for the employment of any officer, individual employee or other person Person on a full-time, part-time time, consulting or consulting other basis providing for base compensation or other monetary annual compensation in excess of $100,000 or contract relating to loans to officers, directors or Affiliates; (c) contract under which the Company or a Subsidiary has advanced or loaned any other Person amounts in the aggregate of exceeding $75,000 per annum10,000; (ivd) agreement or indenture relating to the borrowing of borrowed money or to other Indebtedness or the mortgaging, pledging or otherwise placing a Lien on any material portion asset or material group of assets of the Company's, Newco's or the Sold Subsidiaries' assets or any other Contract governing any Indebtedness of the Company, Newco or any of the Sold Company and its Subsidiaries; (ve) lease, guarantee of any obligation; (f) lease or agreement or other Contract under which it the Company or any Subsidiary is lessee of or holds or operates any tangible personal property property, real or personal, owned by any other party, except for any lease of real or personal property under which the aggregate annual rent exceeds rental payments do not exceed $25,00010,000; (vig) lease, lease or agreement or other Contract under which it the Company or any Subsidiary is lessor of or permits any third party to hold or operate any personal property, for which real or personal, owned or controlled by the annual rent exceeds $25,000Company or any Subsidiary; (viih) Contract contract or group of related Contracts contracts with the same party for or group of affiliated parties the purchase performance of products or services (other than purchase orders entered into in the ordinary course of business), under which the undelivered balance of such products or services has a sales price involves consideration in excess of $100,000 for the current calendar year 10,000; (i) assignment, license, indemnification or agreement with respect to any subsequent year intangible property (including, without limitation, any Intellectual Property Rights); (j) warranty agreement with respect to its services rendered or its products sold or leased; (k) agreement under which it has granted any Person any registration rights (including, without limitation, demand and piggyback registration rights); (l) sales, distribution or franchise agreement; (m) agreement with a term of more than six months which is not terminable on by the Company or any Subsidiary upon less than ninety (90) days' notice30 days notice without penalty; (viiin) Contract contract or group of related Contracts with the same party for the sale of products agreement prohibiting it from freely engaging in any business or services (other than purchase orders entered into competing anywhere in the ordinary course of business), under world; or (o) any other agreement which the undelivered balance of such products is material to its operations and business prospects or services has involves a sales price consideration in excess of $100,000 for the current calendar year or any subsequent year;25,000 annually. (ix) Contract which (i) prohibits the Company, Newco or the Sold Subsidiaries from freely engaging in the Businesses anywhere in the world (other than confidentiality agreements entered into in the ordinary course of business) or (ii) contains All of the contracts, agreements and instruments set forth in the Company's SEC filings or in the Disclosure Schedule are valid, binding and enforceable in accordance with their respective terms. Except as set forth in the Company's SEC filings or in the attached Disclosure Schedule, the Company and each Subsidiary have performed all obligations required to be performed by them and are not in default under or in breach of nor in receipt of any exclusivityclaim of default or breach under any contract, non-competitionagreement or instrument; no event has occurred which with the passage of time or the giving of notice or both would result in a default, "most-favored nation," non-solicitation breach or no-hire provisions; (x) joint venture, strategic alliance, partnership event of noncompliance by the Company or any similar Contract that provides for Subsidiary under any contract, agreement or instrument; neither the sharing Company nor any Subsidiary has any present expectation or intention of profits, losses, costs, liabilities not fully performing all such obligations; neither the Company nor any Subsidiary has knowledge of any breach or proprietary information anticipated breach by the Companyother parties to any contract, Newco agreement, instrument or commitment; and the Sold Subsidiaries; (xi) license, royalty agreement or similar Contract relating to neither the Company Intellectual Property and which require the expenditure of more than $25,000 per annum, other than commercially available software subject nor any Subsidiary is a party to "shrink wrap" licenses; (xii) sales representative, agency, distribution agreements any materially adverse contract or other similar Contracts for the sale of products of the Company, Newco or any Sold Subsidiary (other than, for the avoidance of doubt, purchase orders entered into in the ordinary course of business); (xiii) any Contract providing for a Change-of-Control Payment; or (xiv) Contract under which the Company, Newco or any Sold Subsidiary acts as a guarantor, surety or, other than the ordinary course of business, indemnitor of any other Personcommitment. (biii) Buyer The Purchaser' special counsel has been given access to supplied with a true and correct copy of all each of the written instruments, plans, contracts required and agreements and an accurate description of each of the oral arrangements, contracts and agreements which are referred to be listed on Schedule 4.10 (the "Material Contracts")Disclosure Schedule, together with all amendments, waivers or other changes thereto, other than oral Material Contracts, a summary of the material terms of each of which is set forth on Schedule 4.10. (c) None of the Company, Newco nor any of the Sold Subsidiaries is in breach of or default under any Material Contract (nor has any event occurred that, with the giving of notice or the passage of time or both would result in a breach or default by the Company, Newco or any Sold Subsidiary) and, to the Company's Knowledge, the other party to each of the contracts listed on Schedule 4.10 is not in material breach of or default thereunder. Each Material Contract represents the legal, valid, binding and enforceable obligation of the Company, Newco or one of the Sold Subsidiaries, as applicable, and, to the Knowledge of the Company, each counterparty thereto.

Contracts and Commitments. (a) Except as expressly contemplated by this Agreement or as set forth on Schedule 4.10, none of the Company, Newco or any of the Sold Subsidiaries attached "CONTRACTS SCHEDULE," no Acquired Company is a party to anyor bound by any written or oral: (i) Contract relating pension, profit sharing, stock option, employee stock purchase or other plan or arrangement providing for deferred or other compensation to any acquisition of a business, whether by acquisition of equity interests or by asset acquisition, by the Company, Newco employees or any Sold Subsidiary within the last three (3) years other employee benefit plan or under which the Companyarrangement, Newco or any Sold Subsidiary has collective bargaining agreement or any ongoing material rights other contract with any labor union, or Liabilitiesseverance agreements, programs, policies or arrangements other than any such arrangements as are set forth in either the EMPLOYEES SCHEDULE or the BENEFIT PLANS SCHEDULE; (ii) collective bargaining agreement contract with any Affiliate or similar Contract (each, a "Collective Bargaining Agreement")contract with any Contracted Nonprofit; (iii) Contract contract for the employment of any officer, individual employee or other person Person on a full-time, part-time time, consulting or consulting other basis providing for base compensation or other monetary annual compensation in excess in the aggregate of $75,000 per annum50,000, other than at-will contracts without severance obligations, or contract relating to loans to officers, directors or Affiliates; (iv) contract under which the Acquired Companies have advanced or loaned any other Person amounts in the aggregate exceeding $25,000, other than trade credit extended in the Ordinary Course of Business; (v) agreement or indenture relating to the borrowing of borrowed money or to other Indebtedness or the mortgaging, pledging or otherwise placing a Lien on any material portion asset or group of assets of the Company's, Newco's or the Sold Subsidiaries' assets or any Acquired Companies other Contract governing any Indebtedness of the Company, Newco or any of the Sold Subsidiariesthan Permitted Liens; (vvi) lease, guaranty of any obligation; (vii) lease or agreement or other Contract under which it any Acquired Company is the lessee of or holds or operates any tangible personal property property, real or personal, owned by any other party, except for any lease or agreement for real or personal property under which the aggregate annual rent exceeds payments do not exceed $25,000150,000; (viviii) lease, lease or agreement or other Contract under which it any Acquired Company is the lessor of or permits any third party to hold or operate any personal property, for which the annual rent exceeds $25,000; (vii) Contract real or group of related Contracts with the same party for the purchase of products personal, owned or services (other than purchase orders entered into in the ordinary course of business), under which the undelivered balance of such products or services has a sales price in excess of $100,000 for the current calendar year or controlled by any subsequent year or which is not terminable on less than ninety (90) days' notice; (viii) Contract or group of related Contracts with the same party for the sale of products or services (other than purchase orders entered into in the ordinary course of business), under which the undelivered balance of such products or services has a sales price in excess of $100,000 for the current calendar year or any subsequent yearAcquired Company; (ix) Contract which contract or group of related contracts (i) prohibits the Company, Newco excluding purchase orders issued or the Sold Subsidiaries from freely engaging received in the Businesses anywhere Ordinary Course of Business) with the same party or group of affiliated parties the performance of which involves consideration in the world (other than confidentiality agreements entered into in the ordinary course excess of business) or (ii) contains any exclusivity, non-competition, "most-favored nation," non-solicitation or no-hire provisions$1,000,000; (x) assignment, license, indemnification, joint ventureownership or other agreement with respect to the intangible property (including, strategic alliancewithout limitation, partnership any Proprietary Rights) of material value of any Acquired Company or of any similar Contract that provides for the sharing of profits, losses, costs, liabilities or proprietary information by the Company, Newco and the Sold Subsidiariesthird party; (xi) license, royalty agreement distribution or similar Contract relating to the Company Intellectual Property and which require the expenditure of more than $25,000 per annum, other than commercially available software subject to "shrink wrap" licensesfranchise agreement; (xii) sales representative, agency, distribution agreements contract or other similar Contracts for the sale of products of the Company, Newco agreement prohibiting it from freely engaging in any business or any Sold Subsidiary (other than, for the avoidance of doubt, purchase orders entered into competing anywhere in the ordinary course of business)world; (xiii) agreement relating to the subcontracting (other than to mentors) to another Person of any Contract providing for a Change-of-Control Paymentof the Acquired Companies' obligations under any agreement listed on the CONTRACTS SCHEDULE; or (xiv) Contract under which the Company, Newco or any Sold Subsidiary acts as a guarantor, surety or, other than the ordinary course of business, indemnitor of any other Personagreement which is material to its operations and business prospects or involves a consideration in excess of $1,000,000 annually. (b) Buyer To the Company's knowledge, except as expressly contemplated by this Agreement or as set forth on the CONTRACTS SCHEDULE, no Contracted Nonprofit is a party to or bound by any written or oral contract relating to the provision of services to state, county, local or other governmental or quasi-governmental bodies (a "GOVERNMENT CONTRACT") for which a Contracted Nonprofit has also contracted with an Acquired Company to provide management or other services in support of such Government Contract. (c) All of the contracts, agreements and instruments set forth on the CONTRACTS SCHEDULE, as well as all contracts and agreements (or purported contracts and agreements) involving consideration in excess of $250,000 annually (collectively, "OTHER CONTRACTS") are valid, binding and enforceable against the Acquired Companies (or, if applicable, and to the knowledge of the Company, a Contracted Nonprofit) and, to the knowledge of the Company, the other parties thereto, in accordance with their respective terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights and as limited by general principles of equity that restrict the availability of equitable remedies. Each Acquired Company (and, if applicable, to the Company's knowledge, each Contracted Nonprofit) has performed all material obligations required to be performed by it and is not in material default under or in breach of nor in receipt of any claim of default or breach under any such contract or agreement (or purported contract or agreement) or instrument. 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 any of the Acquired Companies or, to the knowledge of the Company, any other party under any such contract or agreement (or purported contract or agreement) or instrument. Except as set forth on the CONTRACTS SCHEDULE, with respect to each contract, agreement, or instrument set forth on the Contracts Schedule as well as each Other Contract: (x) the acquisition of the stock and change in control of the Acquired Companies (as the case may be) as contemplated under this Agreement will not result in a breach of or default under any such contract, agreement, or instrument, or otherwise cause such contract, agreement, or instrument to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (y) no Seller Entity or Acquired Company has received written notice of the intention of any party to such contract, agreement, or instrument to cancel, terminate or renegotiate in any material respect any such contract, agreement or instrument; and (z) to the knowledge of the Company, there has not been given access any breach or anticipated breach by any other party to such contract, agreement or instrument. (d) The Seller has provided the Purchaser with a true and correct copy of all written contracts required to be listed which are disclosed on Schedule 4.10 the CONTRACTS SCHEDULE (the "Material Contracts"other than contracts for which an Acquired Company is not a party or bound), in each case together with all amendments, waivers waivers, or other changes thereto, other than oral Material Contracts, a summary thereto (all of which are disclosed on the CONTRACTS SCHEDULE). The CONTRACTS SCHEDULE contains an accurate and complete description of all material terms of each of which is set forth on Schedule 4.10all oral contracts referred to therein. (c) None of the Company, Newco nor any of the Sold Subsidiaries is in breach of or default under any Material Contract (nor has any event occurred that, with the giving of notice or the passage of time or both would result in a breach or default by the Company, Newco or any Sold Subsidiary) and, to the Company's Knowledge, the other party to each of the contracts listed on Schedule 4.10 is not in material breach of or default thereunder. Each Material Contract represents the legal, valid, binding and enforceable obligation of the Company, Newco or one of the Sold Subsidiaries, as applicable, and, to the Knowledge of the Company, each counterparty thereto.

Contracts and Commitments. (a) Except as expressly contemplated by this Agreement or as set forth on Schedule 4.10the attached CONTRACTS SCHEDULE, none of neither the Company, Newco or Company nor any of the Sold its Subsidiaries is a party to anyor bound by any written or oral: (i) Contract relating pension, profit sharing, stock option, employee stock purchase or other plan or arrangement providing for deferred or other compensation to any acquisition of a businessemployees, whether by acquisition of equity interests former employees or by asset acquisitionconsultants, by the Company, Newco or any Sold Subsidiary within the last three (3) years other employee benefit plan or under which the Companyarrangement, Newco or any Sold Subsidiary has collective bargaining agreement or any ongoing material rights other contract with any labor union, or Liabilitiesseverance agreements, programs, policies or arrangements; (ii) collective bargaining agreement or similar Contract (each, a "Collective Bargaining Agreement"); (iii) Contract contract for the employment of any officer, individual employee or other person Person on a full-time, part-time or time, consulting basis providing for base compensation or other monetary compensation in excess basis or relating to loans to officers, directors or Affiliates; (iii) contract under which the Company or any of its Subsidiaries has advanced or loaned any other Person amounts in the aggregate of exceeding $75,000 per annum10,000; (iv) agreement or indenture relating to the borrowing of borrowed money or to other Indebtedness or the mortgaging, pledging or otherwise placing a Lien on any material portion asset or material group of assets of the Company's, Newco's or the Sold Subsidiaries' assets or any other Contract governing any Indebtedness of the Company, Newco Company or any of the Sold its Subsidiaries; (v) leaseGuaranty, performance bond or similar agreement; (vi) lease or agreement or other Contract under which it the Company or any of its Subsidiaries is lessee of or holds or operates any tangible personal property property, real or personal, owned by any other party, except for any lease of real or personal property under which the aggregate annual rent exceeds rental payments do not exceed $25,00010,000; (vivii) lease, lease or agreement or other Contract under which it the Company or any of its Subsidiaries is lessor of or permits any third party to hold or operate any personal property, for which real or personal, owned or controlled by the annual rent exceeds $25,000Company or any of its Subsidiaries; (viiviii) Contract contract or group of related Contracts contracts with the same party for or group of affiliated parties the purchase performance of products or services (which involves consideration in the aggregate in excess of $10,000, other than purchase and sales orders entered into incurred in the ordinary course of business), under which the undelivered balance of such products or services has a sales price in excess of $100,000 for the current calendar year or any subsequent year or which is not terminable on less than ninety (90) days' notice; (viii) Contract or group of related Contracts with the same party for the sale of products or services (other than purchase orders entered into in the ordinary course of business), under which the undelivered balance of such products or services has a sales price in excess of $100,000 for the current calendar year or any subsequent year; (ix) Contract which assignment, license, indemnification or agreement with respect to any intangible property (i) prohibits the Company, Newco or the Sold Subsidiaries from freely engaging in the Businesses anywhere in the world (other than confidentiality agreements entered into in the ordinary course of business) or (ii) contains including any exclusivity, non-competition, "most-favored nation," non-solicitation or no-hire provisionsIntellectual Property Rights); (x) joint venture, strategic alliance, partnership warranty agreement with respect to its services rendered or any similar Contract that provides for the sharing of profits, losses, costs, liabilities its products sold or proprietary information by the Company, Newco and the Sold Subsidiariesleased; (xi) license, royalty agreement under which it has granted any Person any registration rights (including demand or similar Contract relating to the Company Intellectual Property and which require the expenditure of more than $25,000 per annum, other than commercially available software subject to "shrink wrap" licensespiggyback registration rights); (xii) sales representativesales, agencydistribution, distribution agreements supply or other similar Contracts for the sale of products of the Company, Newco or any Sold Subsidiary (other than, for the avoidance of doubt, purchase orders entered into in the ordinary course of business)franchise agreement; (xiii) agreement with a term of more than six months which is not terminable by the Company or any Contract providing for of its Subsidiaries upon less than 30 days' notice without penalty and involves a Change-of-Control Paymentconsideration in excess of $10,000 annually; (xiv) contract regarding voting, transfer or other arrangements related to the Company's capital stock or warrants, options or other rights to acquire any of the Company's capital stock; (xv) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the world; or (xivxvi) Contract under which the Company, Newco or any Sold Subsidiary acts as a guarantor, surety or, other than the ordinary course of business, indemnitor of any other Personagreement which is material to its operations and business prospects or involves a consideration in excess of $25,000 annually. (b) All of the contracts, leases, agreements and instruments set forth or required to be set forth on the CONTRACTS SCHEDULE are valid, binding and enforceable in accordance with their respective terms and shall be in full force and effect without penalty in accordance with their terms upon consummation of the transactions contemplated hereby. Except as set forth on the CONTRACTS SCHEDULE, (i) each of the Company and its Subsidiaries has performed all obligations required to be performed by it and is not in default under or in breach of nor in receipt of any claim of default or breach under any contract, lease, agreement or instrument to which the Company or any of its Subsidiaries is subject, including but not limited to, any provisions in any contract, agreement or instrument concerning the Company's or its Subsidiaries' status as a Minority Owned Business Enterprise; (ii) no event has occurred which with the passage of time or the giving of notice or both would result in a default, breach or event of noncompliance by the Company or any of its Subsidiaries under any contract, lease, agreement or instrument to which the Company or any of its Subsidiaries is subject; (iii) neither the Company nor any of its Subsidiaries has any present expectation or intention of not fully performing all such obligations; (iv) no partially-filled or unfilled customer purchase order or sales order is subject to cancellation or any other material modification by the other party thereto or is subject to any penalty, right of set-off or other charge by the other party thereto for late performance or delivery; and (v) neither the Company nor any Seller has knowledge of any breach or anticipated breach by the other parties to any contract, lease, agreement, instrument or commitment to which they are parties. Neither the Company nor any of its Subsidiaries is a party to any contract, agreement or commitment the performance of which could reasonably be expected to have a Material Adverse Effect. (c) Buyer or Buyer's counsel has been given access to supplied with a true and correct copy of all each of the written instruments, plans, contracts required and agreements and an accurate description of each of the oral arrangements, contracts and agreements which are referred to be listed on Schedule 4.10 (the "Material Contracts")attached CONTRACTS SCHEDULE, together with all amendments, waivers or other changes thereto, other than oral Material Contracts, a summary of the material terms of each of which is set forth on Schedule 4.10. (c) None of the Company, Newco nor any of the Sold Subsidiaries is in breach of or default under any Material Contract (nor has any event occurred that, with the giving of notice or the passage of time or both would result in a breach or default by the Company, Newco or any Sold Subsidiary) and, to the Company's Knowledge, the other party to each of the contracts listed on Schedule 4.10 is not in material breach of or default thereunder. Each Material Contract represents the legal, valid, binding and enforceable obligation of the Company, Newco or one of the Sold Subsidiaries, as applicable, and, to the Knowledge of the Company, each counterparty thereto.

Contracts and Commitments. (a) Except as expressly contemplated by this Agreement or any Related Documents or as set forth on Schedule 4.10, none Item 5.19 of the CompanyDisclosure Schedule, Newco or neither the Company nor any of the Sold its Subsidiaries is a party to any:any written (all items set forth thereon are referred to as "Material Agreements"): (i) Contract relating pension, profit sharing, stock option, employee stock purchase or other plan or arrangement providing for deferred or other compensation to any acquisition of a business, whether by acquisition of equity interests or by asset acquisition, by the Company, Newco employees or any Sold Subsidiary within the last three (3) years other employee benefit plan or under which the Companyarrangement, Newco or any Sold Subsidiary has contract with any ongoing material rights labor union, or Liabilitiesany severance agreements; (ii) collective bargaining agreement or similar Contract (each, a "Collective Bargaining Agreement"); (iii) Contract contract for the employment of any officer, individual employee or other person Person on a full-time, part-time time, consulting or consulting other basis providing for base compensation or other monetary annual compensation in excess of $100,000 or contract relating to loans to officers, directors or Affiliates; (iii) contract under which it has advanced or loaned any other Person amounts in the aggregate of exceeding $75,000 per annum100,000; (iv) agreement or indenture relating to the borrowing of money or to the mortgaging, pledging or otherwise placing a Lien on any material portion asset or material group of the Company's, Newco's or the Sold Subsidiaries' assets or any other Contract governing any Indebtedness of the Company, Newco or any of the Sold Subsidiariesassets; (v) lease, guarantee of any obligation; (vi) lease or agreement or other Contract under which it is lessee of or holds or operates any tangible personal property property, real or personal, owned by any other party, except for any lease of real or personal property under which the aggregate annual rent exceeds rental payments do not exceed $25,000100,000; (vivii) lease, lease or agreement or other Contract under which it is lessor of or permits any third party to hold or operate any personal property, for which the annual rent exceeds real or personal, owned or controlled by it in excess of $25,000100,000; (viiviii) Contract contract or group of related Contracts contracts with the same party for or group of affiliated parties the purchase performance of which involves a consideration in excess of $100,000; (ix) assignment, license or indemnification with respect to any intangible property, without limitation, any patent, trademark, trade name, copyright, know-how, trade secret or confidential information); (x) warranty agreement with respect to its services rendered or its products sold or services leased; (other xi) agreement under which it has granted any Person any registration rights or similar rights (including piggyback rights) or co-sale or similar rights in respect of any of its securities; (xii) sales, distribution or franchise agreements involving amounts in excess of $100,000; (xiii) agreement with a term of more than purchase orders entered into six months which is not terminable by it upon less than 30 days' notice without penalty involving amounts in excess of $100,000; (xiv) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the ordinary course world, (xv) contract, agreement or other arrangement (including, without limitation, any stockholders or voting agreement, voting trust or similar arrangement with respect to any of business)its securities with any officer, under which the undelivered balance director, employee, holder of securities or Affiliate, or any Affiliate of any officer, director, employee or holder of such products securities; or (xvi) any other agreement which is material to its operations and business prospects or services has involves a sales price consideration in excess of $100,000 for the current calendar year or any subsequent year or which is not terminable on less than ninety (90) days' notice; (viii) Contract or group of related Contracts with the same party for the sale of products or services (other than purchase orders entered into in the ordinary course of business), under which the undelivered balance of such products or services has a sales price in excess of $100,000 for the current calendar year or any subsequent year; (ix) Contract which (i) prohibits the Company, Newco or the Sold Subsidiaries from freely engaging in the Businesses anywhere in the world (other than confidentiality agreements entered into in the ordinary course of business) or (ii) contains any exclusivity, non-competition, "most-favored nation," non-solicitation or no-hire provisions; (x) joint venture, strategic alliance, partnership or any similar Contract that provides for the sharing of profits, losses, costs, liabilities or proprietary information by the Company, Newco and the Sold Subsidiaries; (xi) license, royalty agreement or similar Contract relating to the Company Intellectual Property and which require the expenditure of more than $25,000 per annum, other than commercially available software subject to "shrink wrap" licenses; (xii) sales representative, agency, distribution agreements or other similar Contracts for the sale of products of the Company, Newco or any Sold Subsidiary (other than, for the avoidance of doubt, purchase orders entered into in the ordinary course of business); (xiii) any Contract providing for a Change-of-Control Payment; or (xiv) Contract under which the Company, Newco or any Sold Subsidiary acts as a guarantor, surety or, other than the ordinary course of business, indemnitor of any other Personannually. (b) Buyer has been given access to a true and correct copy of all contracts required to be listed on Schedule 4.10 (the "Material Contracts"), together with all amendments, waivers or other changes thereto, other than oral Material Contracts, a summary of the material terms of each of which is Except as set forth on Schedule 4.10. (c) None Item 5.19 of the CompanyDisclosure Schedule, Newco nor any all of the Sold Subsidiaries is in breach of or default under any Material Contract (nor has any event occurred that, with the giving of notice or the passage of time or both would result in a breach or default by the Company, Newco or any Sold Subsidiary) and, to the Company's Knowledge, the other party to each of the contracts listed Agreements set forth on Schedule 4.10 is not in material breach of or default thereunder. Each Material Contract represents the legal, such Item 5.19 are valid, binding and enforceable obligation against the Company and each of its Subsidiaries in accordance with their respective terms, subject to (i) the Companyeffects of bankruptcy, Newco insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or one affecting creditors' rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealing. The Company and each of its Subsidiaries has performed all material obligations required to be performed by it under such Material Agreements and neither the Sold SubsidiariesCompany nor any of its Subsidiaries is in default under or in breach of, nor are any of them in receipt of any claim of default or breach under, any such Material Agreement to which it is subject; neither the Company nor any of its Subsidiaries has any present expectation or intention of not fully performing all such obligations; neither the Company nor any of its Subsidiaries has any knowledge of any breach or anticipated breach by the other parties to any Material Agreement to which it is a party; and neither the Company nor any of its Subsidiaries is a party to any material contract requiring it to purchase or sell goods or services or lease property above or below (as applicable, and, to the Knowledge of the Company, each counterparty theretocase may be) prevailing market prices and rates.

Contracts and Commitments. (a) Except as set forth on in Schedule 4.103.13: (a Seller is not a party to any contract, none commitment or arrangement of the Company, Newco or type described below which would be binding on Purchaser with respect to any employees of the Sold Subsidiaries is party Mounds Facility after the Closing Date, or would otherwise be applicable to anyor binding upon Purchaser for any reason whether now or at any time after the Closing Date: (i) Contract relating to any acquisition of a businessbonus, pension, profit sharing, retirement or deferred compensation plan or stock purchase, stock option, hospitalization insurance or similar plan or practice, whether by acquisition of equity interests formal or by asset acquisitioninformal, by the Company, Newco or any Sold Subsidiary within the last three (3) years severance agreements or under which the Company, Newco or any Sold Subsidiary has any ongoing material rights or Liabilitiesarrangements; (ii) collective bargaining agreement contract with any labor union or similar Contract (each, a "Collective Bargaining Agreement"); (iii) Contract contract for the employment of any officer, individual employee or other person Person on a full-time, part-time or consulting basis providing for base compensation or other monetary compensation in excess in the aggregate of $75,000 per annumbasis; (iviii) agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a Lien lien on any material portion of the Company's, Newco's or the Sold Subsidiaries' assets or any other Contract governing any Indebtedness of the Company, Newco or any of the Sold SubsidiariesPurchased Assets; (iv) guarantee of any obligation for borrowed money or otherwise, other than endorsements made for collection in the ordinary course of business; (v) lease, agreement or commitment with respect to the lending or investing of funds to or in other Contract persons or entities; (vi) license or royalty agreement; (vii) lease or agreement under which it is lessee of or holds or operates any tangible personal property owned by any other party, party for which the aggregate annual rent rental payments to any one Person and its affiliates exceeds $25,00025,000 (except to the extent any of the foregoing constitutes a Contract Right to be assumed by Purchaser hereunder); (viviii) lease, lease or agreement or other Contract under which it is lessor of or permits any third party to hold or operate any personal property, real or personal, owned or controlled by it for which the aggregate annual rent rental exceeds $25,00025,000 (except to the extent any of the foregoing constitutes a Contract Right to be assumed by Purchaser hereunder); (viiix) Contract contract or group of related Contracts contracts with the same party for the purchase or sale of products or services (other than purchase orders entered into in the ordinary course of business), under which the undelivered balance of such products or and services has a sales selling price in excess of $100,000 for 25,000 (except to the current calendar year or extent any subsequent year or which is not terminable on less than ninety (90) days' notice; (viii) of the foregoing constitutes a Contract or group of related Contracts with the same party for the sale of products or services (other than purchase orders entered into in the ordinary course of businessRight to be assumed by Purchaser hereunder), under which the undelivered balance of such products or services has a sales price in excess of $100,000 for the current calendar year or any subsequent year; (ix) Contract which (i) prohibits the Company, Newco or the Sold Subsidiaries from freely engaging in the Businesses anywhere in the world (other than confidentiality agreements entered into in the ordinary course of business) or (ii) contains any exclusivity, non-competition, "most-favored nation," non-solicitation or no-hire provisions; (x) joint ventureother contract or group of related contracts with the same party continuing over a period of more than six months from the date or dates thereof, strategic alliance, partnership not terminable by it on thirty (30) days' or less notice without penalties or involving more than $25,000 (except to the extent any similar of the foregoing constitutes a Contract that provides for the sharing of profits, losses, costs, liabilities or proprietary information Right to be assumed by the Company, Newco and the Sold SubsidiariesPurchaser hereunder); (xi) license, royalty agreement or similar Contract relating to the Company Intellectual Property and contract which require the expenditure of more than $25,000 per annum, other than commercially available software subject to "shrink wrap" licenses; (xii) sales representative, agency, distribution agreements or other similar Contracts for the sale of products of the Company, Newco or any Sold Subsidiary (other than, for the avoidance of doubt, purchase orders entered into prohibits it from freely engaging in business anywhere in the ordinary course of business)world; (xiii) any Contract providing for a Change-of-Control Payment; or (xiv) Contract under which the Company, Newco or any Sold Subsidiary acts as a guarantor, surety or, other than the ordinary course of business, indemnitor of any other Person. (b) Buyer has been given access to a true and correct copy of all contracts required to be listed on Schedule 4.10 (the "Material Contracts"), together with all amendments, waivers or other changes thereto, other than oral Material Contracts, a summary of the material terms of each of which is set forth on Schedule 4.10. (c) None of the Company, Newco nor any of the Sold Subsidiaries is in breach of or default under any Material Contract (nor has any event occurred that, with the giving of notice or the passage of time or both would result in a breach or default by the Company, Newco or any Sold Subsidiary) and, to the Company's Knowledge, the other party to each of the contracts listed on Schedule 4.10 is not in material breach of or default thereunder. Each Material Contract represents the legal, valid, binding and enforceable obligation of the Company, Newco or one of the Sold Subsidiaries, as applicable, and, to the Knowledge of the Company, each counterparty thereto.

Contracts and Commitments. (ai) Except as expressly contemplated by this Agreement or as set forth on Schedule 4.10, none of the Company, Newco attached "Contracts Schedule" or the attached "Employee Benefits ------------------ ----------------- Schedule," neither the Company nor any of the Sold Subsidiaries Subsidiary is a party to anyor bound by any -------- written or oral: (ia) Contract relating pension, profit sharing, stock option, employee stock purchase or other plan or arrangement providing for deferred or other compensation to any acquisition of a business, whether by acquisition of equity interests or by asset acquisition, by the Company, Newco employees or any Sold Subsidiary within the last three (3) years other employee benefit plan or under which the Companyarrangement, Newco or any Sold Subsidiary has any ongoing material rights or Liabilities; (ii) collective bargaining agreement or similar Contract (eachany other contract with any labor union, a "Collective Bargaining Agreement")or severance agreements, programs, policies or arrangements; (iiib) Contract contract for the employment of any officer, individual employee or other person Person on a full-time, part-time time, consulting or consulting other basis providing for base compensation or other monetary annual compensation in excess of $75,000 or contract relating to loans to officers, directors or Affiliates; (c) contract under which the Company or Subsidiary has advanced or loaned any other Person amounts in the aggregate of exceeding $75,000 per annum100,000; (ivd) agreement or indenture relating to the borrowing of borrowed money or to other Debt or the mortgaging, pledging or otherwise placing a Lien on any material portion asset or material group of assets of the Company's, Newco's or the Sold Subsidiaries' assets or any other Contract governing any Indebtedness of the Company, Newco or any of the Sold Company and its Subsidiaries; (ve) lease, guarantee of any obligation in excess of $100,000 (other than by the Company of a Wholly-Owned Subsidiary's debts or a guarantee by a Subsidiary of the Company's debts or another Subsidiary's debts); (f) lease or agreement or other Contract under which it the Company or any Subsidiary is lessee of or holds or operates any tangible personal property property, real or personal, owned by any other party, except for any lease of real or personal property under which the aggregate annual rent exceeds rental payments do not exceed $25,000100,000; (vig) lease, lease or agreement or other Contract under which it the Company or any Subsidiary is lessor of or permits any third party to hold or operate any personal property, for which real or personal, owned or controlled by the annual rent exceeds $25,000Company or any Subsidiary; (viih) Contract assignment, license, indemnification or agreement with respect to any intangible property (including, without limitation, any Intellectual Property); (i) warranty agreement with respect to its services rendered or its products sold or leased; (j) agreement under which it has granted any Person any registration rights (including, without limitation, demand and piggyback registration rights); (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; or (n) contract or group of related Contracts contracts with the same party for or group of affiliated parties the purchase performance of products or services (other than purchase orders entered into in the ordinary course of business), under which the undelivered balance of such products or services has a sales price involves consideration in excess of $100,000 for the current calendar year 200,000; or any subsequent year or agreement with a term of more than six months which is not terminable on by the Company or any Subsidiary upon less than ninety (90) days' notice;30 days notice without penalty. (viii) Contract or group of related Contracts with the same party for the sale of products or services (other than purchase orders entered into in the ordinary course of business), under which the undelivered balance of such products or services has a sales price in excess of $100,000 for the current calendar year or any subsequent year; (ix) Contract which (i) prohibits the Company, Newco or the Sold Subsidiaries from freely engaging in the Businesses anywhere in the world (other than confidentiality agreements entered into in the ordinary course of business) or (ii) contains any exclusivity, non-competition, "most-favored nation," non-solicitation or no-hire provisions; (x) joint venture, strategic alliance, partnership or any similar Contract that provides for the sharing of profits, losses, costs, liabilities or proprietary information by the Company, Newco and the Sold Subsidiaries; (xi) license, royalty agreement or similar Contract relating to the Company Intellectual Property and which require the expenditure of more than $25,000 per annum, other than commercially available software subject to "shrink wrap" licenses; (xii) sales representative, agency, distribution agreements or other similar Contracts for the sale of products All of the Companycontracts, Newco or any Sold agreements and instruments set forth on the Contracts Schedule are valid, binding and enforceable in accordance with ------------------ their respective terms in all material respects. The Company and each Subsidiary (other than, for the avoidance of doubt, purchase orders entered into in the ordinary course of business); (xiii) any Contract providing for a Change-of-Control Payment; or (xiv) Contract under which the Company, Newco or any Sold Subsidiary acts as a guarantor, surety or, other than the ordinary course of business, indemnitor of any other Person. (b) Buyer has been given access to a true and correct copy of have performed all contracts material obligations required to be listed on Schedule 4.10 (the "Material Contracts"), together with all amendments, waivers performed by them and are not in default under or other changes thereto, other than oral Material Contracts, a summary of the material terms of each of which is set forth on Schedule 4.10. (c) None of the Company, Newco nor any of the Sold Subsidiaries is in breach of nor in receipt of any claim of default or default breach under any Material Contract (nor material contract, agreement or instrument to which the Company or any Subsidiary is subject; no event has any event occurred that, which with the passage of time or the giving of notice or the passage of time or both would result in a default, breach or default event of noncompliance by the Company, Newco Company or any Sold Subsidiary) Subsidiary under any material contract, agreement or instrument to which the Company or any Subsidiary is subject and, to ; neither the Company's Knowledge, Company nor any Subsidiary has any present expectation or intention of not fully performing all such obligations; neither the Company nor any Subsidiary has knowledge of any breach or anticipated breach by the other party parties to each of the contracts listed on Schedule 4.10 any material contract, agreement, instrument or commitment to which it is not in material breach of or default thereunder. Each Material Contract represents the legal, valid, binding and enforceable obligation of the Company, Newco or one of the Sold Subsidiaries, as applicable, and, to the Knowledge of the Company, each counterparty theretoa party.

Contracts and Commitments. (ai) Except as set forth on Schedule 4.10, none expressly contemplated by this Agreement as of the CompanyClosing the Company will not be a party to, Newco or bound by, any of the Sold Subsidiaries is party to anycurrently effective written or oral: (iA) Contract relating to any acquisition of a business, whether by acquisition of equity interests or by asset acquisition, by the Company, Newco or contract with any Sold Subsidiary within the last three (3) years or under which the Company, Newco or any Sold Subsidiary has any ongoing material rights or Liabilitieslabor union; (iiB) collective bargaining agreement or similar Contract (each, a "Collective Bargaining Agreement"); (iii) Contract contract for the employment of any officer, individual employee employee, or other person or entity on a full-time, part-time or time, consulting basis providing for base compensation or other monetary compensation basis which, in excess in any way, restricts or limits its right to terminate such contract at will (other than the aggregate existence of $75,000 per annumany law, public policy, or any oral discussions, or oral statements of policy which might, under current law, be interpreted as imposing upon the Company any covenant of good faith and fair dealing, or otherwise generally restrict the Company's ability to terminate its employees other than on an "at-will" basis or within sixty (60) days following delivery of such notice); (ivC) agreement or indenture relating to the borrowing of money or to the mortgaging, pledging pledging, transfer of a security interest, or otherwise placing a Lien lien on any material portion asset or material group of assets of the Company's, Newco's or the Sold Subsidiaries' assets or any other Contract governing any Indebtedness of the Company, Newco or any of the Sold Subsidiaries; (vD) lease, guarantee of any obligation; (E) lease or agreement or other Contract under which it is the lessee of or holds or operates any tangible personal property property, real or personal, owned by any other party, for other than leases or agreements under which the aggregate annual rent exceeds rental payments of the Company do not, in the aggregate, exceed $25,000; (viF) lease, agreement or other Contract under which it is lessor of or permits any third party to hold or operate any personal property, for which the annual rent exceeds $25,000; (vii) Contract or group of related Contracts agreements with the same party for or any group of parties who are affiliated, which requires an aggregate payment by or to the Company in an amount in excess of (x) with respect to purchase of products or services (other than purchase sales orders entered into in the ordinary course of business), under which the undelivered balance of such products or services has a sales price in excess of $100,000 for the current calendar year or 50,000, and (y) with respect to any subsequent year or which is not terminable on less than ninety (90) days' noticeother contracts, $25,000; (viiiG) Contract warranty agreement of the Company with respect to services provided or group of related Contracts with products sold, licensed or leased by the same party for the sale of products Company as seller, licensor or services (other than purchase orders entered into in the ordinary course of business), under which the undelivered balance of such products or services has a sales price in excess of $100,000 for the current calendar year or any subsequent yearlessor; (ixH) Contract which (i) prohibits the Company, Newco contract or the Sold Subsidiaries agreement prohibiting it from freely engaging in the Businesses any business or competing anywhere in the world world; or (I) any other than confidentiality agreements entered into agreement which in the ordinary course best judgment of the Company is material to its business) or . (ii) contains The Company has performed in all material respects all obligations required to be performed by it and is not in default under, or in material breach of, or after due inquiry, in receipt of any exclusivityclaim of default under or breach of, non-competitionany material agreement, "most-favored nation," non-solicitation to which it is a party or no-hire provisions;to which its assets are subject; the Company has no present expectation or intention of not fully performing all such obligations; the Company does not have any knowledge of any material breach or anticipatory breach by the other parties to any material contract or commitment, to which it is a party or to which any of its assets is subject; and the Company is not a party to any contract or contracts which, either individually or in the aggregate, are reasonably likely to result in a material loss to the Company. There are no warranty claims or other uninsured claims under completed contracts which is reasonably likely to involve a material monetary liability which is not reserved against in the Financial Statements. (xiii) joint venture, strategic alliance, partnership or any similar Contract that provides for To the sharing of profits, losses, costs, liabilities or proprietary information by the Company, Newco and the Sold Subsidiaries; (xi) license, royalty agreement or similar Contract relating to the Company Intellectual Property and which require the expenditure of more than $25,000 per annum, other than commercially available software subject to "shrink wrap" licenses; (xii) sales representative, agency, distribution agreements or other similar Contracts for the sale of products best knowledge of the Company, Newco no officer of the Company is a party to any oral or any Sold Subsidiary (other thanwritten contract which prohibits, for or materially restricts or limits his performance of his duties or the avoidance fulfillment of doubt, purchase orders entered into in the ordinary course his obligations as an employee and an officer of business); (xiii) any Contract providing for a Change-of-Control Payment; or (xiv) Contract under which the Company, Newco or any Sold Subsidiary acts as a guarantor, surety or, other than the ordinary course of business, indemnitor of any other Person. (biv) Buyer has been given access to a A true and correct copy of all each of the written contracts required referred to be listed on in the Disclosure Schedule 4.10 (and a description of the "Material Contracts")oral contracts which are referred to in the Disclosure Schedule, together with all any amendments, waivers or other changes thereto, other than oral Material Contracts, a summary of the material terms of each of which is set forth on Schedule 4.10. (c) None of the Company, Newco nor any of the Sold Subsidiaries is in breach of or default under any Material Contract (nor has any event occurred that, with the giving of notice or the passage of time or both would result in a breach or default by the Company, Newco or any Sold Subsidiary) and, have been supplied to the Company's KnowledgeInvestors' special counsel, the other party to each of the contracts listed on Schedule 4.10 is not in material breach of or default thereunder. Each Material Contract represents the legal▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, valid, binding and enforceable obligation of the Company, Newco or one of the Sold Subsidiaries, as applicable, and, to the Knowledge of the Company, each counterparty thereto.P.C.

Contracts and Commitments. (a) Except as expressly contemplated by this Agreement or as set forth on Schedule 4.10the attached Contracts Schedule, none of the Company is not a party (including after giving effect to the Company, Newco ) to any written or any of the Sold Subsidiaries is party to anyoral: (ia) Contract relating pension, profit sharing, stock option, employee stock purchase or other plan or arrangement providing for deferred or other compensation to any acquisition of a business, whether by acquisition of equity interests or by asset acquisition, by the Company, Newco employees or any Sold Subsidiary within the last three (3) years other employee benefit plan or under which the Companyarrangement, Newco or any Sold Subsidiary has contract with any ongoing material rights labor union, or Liabilitiesany severance agreements; (iib) collective bargaining agreement or similar Contract (each, a "Collective Bargaining Agreement"); (iii) Contract contract for the employment of any officer, individual employee or other person Person on a full-time, part-time time, consulting or consulting other basis providing for base compensation or other monetary annual compensation in excess of $25,000 or contract relating to loans to officers, directors or affiliates; (c) contract under which the Company has advanced or loaned any other Persons amounts in the aggregate of exceeding $75,000 per annum25,000; (ivd) agreement or indenture relating to the borrowing of money or to the mortgaging, pledging or otherwise placing a Lien on any material portion asset or group of assets of the Company's, Newco; (e) Guarantee of any obligation (other than by the Company of a wholly-owned Subsidiary's debts or the Sold Subsidiaries' assets or any other Contract governing any Indebtedness a guarantee by a Subsidiary of the Company, Newco 's debts or any of the Sold Subsidiariesanother Subsidiary's debts); (vf) lease, lease or agreement or other Contract under which it the Company or any Subsidiary is lessee of or holds or operates any tangible personal property property, real or personal, owned by any other party, except for any lease of real or personal property under which the aggregate annual rent exceeds rental payments do not exceed $25,000; (vig) lease, lease or agreement or other Contract under which it the Company or any Subsidiary is lessor of or permits any third party to hold or operate any personal property, for which real or personal, owned or controlled by the annual rent exceeds $25,000Company or any Subsidiary; (viih) Contract contract or group of related Contracts contracts with the same party for or group of affiliated parties the purchase performance of products or services (other than which involves aggregate annual consideration in excess of $25,000 except purchase orders entered into from existing customers or to existing vendors, in either case in the ordinary course of business; (i) assignment, license, indemnification or agreement with respect to any intangible property (including any patent, trademark, trade name, copyright, know-how, trade secret or confidential information), ; (j) warranty agreement with respect to its services rendered or its products sold or leased; (k) agreement under which it has granted any Person any registration rights (including piggyback rights); (l) contract, agreement or other arrangement with any officer, director, employee or Affiliate, or any Affiliate of any officer, director or employee; (m) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the undelivered balance of such products world; or (n) any other agreement which is material to its operations and business prospects or services has which involves a sales price consideration in excess of $100,000 for 25,000 annually. Except as set forth on the current calendar year or any subsequent year or which is not terminable on less than ninety (90) days' notice; (viii) Contract or group of related Contracts with the same party for the sale of products or services (other than purchase orders entered into in the ordinary course of business)Schedule, under which the undelivered balance of such products or services has a sales price in excess of $100,000 for the current calendar year or any subsequent year; (ix) Contract which (i) prohibits the Company, Newco or the Sold Subsidiaries from freely engaging in the Businesses anywhere in the world (other than confidentiality agreements entered into in the ordinary course of business) or (ii) contains any exclusivity, non-competition, "most-favored nation," non-solicitation or no-hire provisions; (x) joint venture, strategic alliance, partnership or any similar Contract that provides for the sharing of profits, losses, costs, liabilities or proprietary information by the Company, Newco and the Sold Subsidiaries; (xi) license, royalty agreement or similar Contract relating to the Company Intellectual Property and which require the expenditure of more than $25,000 per annum, other than commercially available software subject to "shrink wrap" licenses; (xii) sales representative, agency, distribution agreements or other similar Contracts for the sale of products all of the Companycontracts, Newco or any Sold Subsidiary (other than, for the avoidance of doubt, purchase orders entered into in the ordinary course of business); (xiii) any Contract providing for a Change-of-Control Payment; or (xiv) Contract under which the Company, Newco or any Sold Subsidiary acts as a guarantor, surety or, other than the ordinary course of business, indemnitor of any other Person. (b) Buyer has been given access to a true agreements and correct copy of all contracts instruments required to be listed on Schedule 4.10 (the "Material Contracts")thereon are valid, together binding and enforceable in accordance with all amendments, waivers or other changes thereto, other than oral Material Contracts, a summary of the material terms of each of which is their respective terms. Except as set forth on Schedule 4.10. (c) None of the CompanyContracts Schedule, Newco nor any of the Sold Company and its Subsidiaries is are not in default or breach of or default under any Material Contract (nor such contract, agreement or instrument, and no event has any event occurred that, which with the passage of time or the giving of notice or the passage of time or both would result in a default, breach or default event of noncompliance under any such contract, agreement or instrument; none of the Company or its Subsidiaries has any present expectation or intention of not fully performing all such obligations; none of the Company and its Subsidiaries has any knowledge of any breach or anticipated breach by the Company, Newco other parties to any such contract or any Sold Subsidiary) and, to commitment; and none of the Company's Knowledge, the other Company and its Subsidiaries is a party to each any contract or commitment the performance of the contracts listed on Schedule 4.10 is not in material breach of or default thereunder. Each Material Contract represents the legal, valid, binding and enforceable obligation of the Company, Newco or one of the Sold Subsidiaries, as applicable, and, to the Knowledge of the Company, each counterparty theretowhich would have a Materially Adverse Effect.

Contracts and Commitments. (a) Except as set forth on Schedule 4.10, none Section 4.19 of the CompanyDisclosure Schedule sets forth a list of all material agreements, Newco Contracts and commitments to which the Company or any of the Sold Subsidiaries Company Subsidiary is a party to any: (i) Contract relating to any acquisition of a business, whether by acquisition of equity interests or by asset acquisition, by the Company, Newco or any Sold Subsidiary within the last three (3) years or under which the Company, Newco any Company Subsidiary or any Sold Subsidiary has any ongoing material rights or Liabilities; (ii) collective bargaining agreement or similar Contract their respective assets are bound (each, a "Collective Bargaining AgreementMaterial Contract"), including, without limitation: (a) agreements, contracts, commitments or arrangements involv- ing Intellectual Property; (b) employment agreements or severance agreements or employee termination arrangements that are not terminable at will by the Company or a Company Subsidiary without penalty; (c) any change of control agreements with employees of the Company or any Company Subsidiary; (d) agreements, contracts, commitments or arrangements contain -ing any covenant limiting the ability of the Company or any Company Subsidiary to engage in any line of business or to compete with any business or person; (e) agreements or contracts with any officer, director or em- ployee of (i) the Company or (ii) any Company Subsidiary (other than employment, severance and change of control agreements covered by clause (b) or (c) above); (iiif) Contract for agreements or contracts under which the employment of Company or any officerCompany Subsidiary has borrowed or loaned money, individual employee or any note, bond, indenture, mortgage, installment obligation or other person on a full-timeevidence of indebtedness for borrowed or loaned money or any guarantee of such indebtedness, part-time or consulting basis providing for base compensation or other monetary compensation in each case, relating to amounts in excess in the aggregate of $75,000 per annum5,000; (ivg) agreement joint venture agreements or indenture relating to other agreements involving the borrowing sharing of money or to mortgaging, pledging or otherwise placing a Lien on any material portion of the Company's, Newco's or the Sold Subsidiaries' assets or any other Contract governing any Indebtedness of the Company, Newco or any of the Sold Subsidiariesprofits; (vh) lease, agreement leases pursuant to which personal or other Contract under which it real property is lessee of leased to or holds from the Company or operates any tangible personal property owned by any other party, for which the annual rent exceeds $25,000Company Subsidiary; (vii) lease, agreement powers of attorney from the Company or other Contract under which it is lessor of or permits any third party to hold or operate any personal property, for which the annual rent exceeds $25,000Company Subsid- iary; (viij) Contract guaranties, suretyships or group other contingent agreements of related Contracts the Company or any Company Subsidiary; (k) all agreements, contracts, commitments and arrangements between the Company or any Company Subsidiary and any Governmental Entity; (l) any agreement, contract, commitment or arrangement relat- ing to capital expenditures with respect to the same party for Company or any Company Subsidiary and involving future payments which exceed $5,000 in any 12 month period; (m) any agreement, contract, commitment or arrangement relat- ing to the purchase acquisition of products or services assets (other than purchase orders in the ordinary course of business consistent with past practice) or any capital stock of any business enterprise; (n) any investment banking or other professional services agreement; (o) contracts (other than those covered by clause (a) through (n) above) pursuant to which the Company and the Company Subsidiaries will receive or pay in excess of $5,000 over the life of the contract; (p) any other material agreements, Contracts and commitments whether or not entered into in the ordinary course of business), under ; and (q) all proposed arrangements or contracts of the Company or the Company Subsidiaries which the undelivered balance Company reasonably expects to be near consummation and of such products or services has a sales price in excess of $100,000 for the current calendar year or any subsequent year or which is not terminable on less than ninety (90) days' notice; (viii) Contract or group of related Contracts with the same party for the sale of products or services (other than purchase orders type that if entered into would be a Contract described in the ordinary course of business), under which the undelivered balance of such products or services has a sales price in excess of $100,000 for the current calendar year or any subsequent year; clauses (ixa) Contract which through (io) prohibits above. Neither the Company, Newco or the Sold Subsidiaries from freely engaging in the Businesses anywhere in the world (other than confidentiality agreements entered into in the ordinary course of business) or (ii) contains any exclusivity, non-competition, "most-favored nation," non-solicitation or no-hire provisions; (x) joint venture, strategic alliance, partnership or any similar Contract that provides for the sharing of profits, losses, costs, liabilities or proprietary information by the Company, Newco and the Sold Subsidiaries; (xi) license, royalty agreement or similar Contract relating to the Company Intellectual Property and which require the expenditure of more than $25,000 per annum, other than commercially available software subject to "shrink wrap" licenses; (xii) sales representative, agency, distribution agreements or other similar Contracts for the sale of products of the Company, Newco or any Sold Subsidiary (other than, for the avoidance of doubt, purchase orders entered into in the ordinary course of business); (xiii) any Contract providing for a Change-of-Control Payment; or (xiv) Contract under which the Company, Newco or any Sold Subsidiary acts as a guarantor, surety or, other than the ordinary course of business, indemnitor of any other Person. (b) Buyer has been given access to a true and correct copy of all contracts required to be listed on Schedule 4.10 (the "Material Contracts"), together with all amendments, waivers or other changes thereto, other than oral Material Contracts, a summary of the material terms of each of which is set forth on Schedule 4.10. (c) None of the Company, Newco nor any of the Sold Subsidiaries is in breach of or default under any Material Contract (nor has any event occurred that, with the giving of notice or the passage of time or both would result in a breach or default by the Company, Newco or any Sold Subsidiary) andnor, to the Stockholder's and the Company's Knowledgeknowledge, the any other party to each of the contracts listed on Schedule 4.10 thereto, is not in material breach of or in material default thereunderunder any Material Contract. Each such Material Contract represents the is in full force and effect, and is a legal, valid, valid and binding and enforceable obligation of the Company, Newco or one of Company and/or the Sold Subsidiaries, as applicable, applicable Company Subsidiaries and, to the Knowledge Stockholder's and the Company's knowledge, each of the Companyother parties thereto, each counterparty theretoenforceable in accordance with its terms.

Contracts and Commitments. (a) Except To the Knowledge of Sellers and/or the Company, except as set forth on Schedule 4.10the attached Contracts Schedule, none of the Company, Newco or any of the Sold Subsidiaries Company is not a party to anyor bound by any written or oral: (i) Contract relating pension, profit sharing, stock option, employee stock purchase, bonus or other plan or arrangement providing for deferred or other compensation to any acquisition of a businessemployees, whether by acquisition of equity interests former employees or by asset acquisitionconsultants, by the Company, Newco or any Sold Subsidiary within the last three (3) years other employee benefit plan or under which the Companyarrangement, Newco or any Sold Subsidiary has collective bargaining agreement or any ongoing material rights other contract with any labor union, or Liabilitiesseverance agreements, programs, policies or arrangements; (ii) collective bargaining agreement or similar Contract (each, a "Collective Bargaining Agreement"); (iii) Contract contract for the employment of any officer, individual employee or other person Person on a full-full time, part-time or time, consulting basis providing for base compensation or other monetary compensation in excess in basis or relating to loans to officers, directors, managers or Affiliates; (iii) contract under which the aggregate of $75,000 per annumCompany has made advances or loans to any other Person; (iv) agreement or indenture relating to the borrowing of borrowed money or to other Indebtedness or the mortgaging, pledging or otherwise placing a Lien on any material portion asset or group of assets of the Company and/or the equity securities of the Company's, Newco's or the Sold Subsidiaries' assets or any other Contract governing any Indebtedness of the Company, Newco or any of the Sold Subsidiaries; (v) leaseguaranty, performance bond or similar agreement; (vi) lease or agreement or other Contract under which it the Company is lessee of or holds or operates any tangible personal property property, real or personal, owned by any other party, except for any lease of real or personal property under which the aggregate annual rent exceeds rental payments do not exceed $25,00015,000; (vivii) lease, lease or agreement or other Contract under which it the Company is lessor of or permits any third third-party to hold or operate any personal property, for which real or personal, owned or controlled by the annual rent exceeds $25,000Company; (viiviii) Contract contract or group of related Contracts contracts with the same party for or group of Affiliated parties the performance of which involves consideration in the aggregate in excess of $50,000; (ix) assignment, license, indemnification or agreement with respect to any intangible property (including any Intellectual Property Rights); (x) warranty agreement with respect to its services rendered or its products sold or leased; (xi) sales or franchise agreement; (xii) advertising, vendor rebate or product purchase or sale discount agreement; (xiii) agreement with a term of more than six months which is not terminable by the Company upon less than 30 days’ notice without penalty and involves a consideration in excess of $50,000 annually; (xiv) contract regarding voting, transfer or other arrangements related to the Company’s securities, capital stock, equity interests or warrants, options or other rights to acquire any of the Company’s securities; (xv) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the world or requiring it to exclusively purchase or sell products or services to a third-party; (xvi) any contract or agreement requiring the Company to pay any Person based on a percentage of revenue, profit and/or business generated by the Company; or (xvii) any other than purchase orders entered into agreement which is material to its operations and business prospects or involves a potential consideration in the ordinary course excess of business), under which the undelivered balance of such products $50,000 annually or services has a sales price in excess of $100,000 for the current calendar year or at any subsequent year or which is not terminable on less than ninety (90) days' notice; (viii) Contract or group of related Contracts with the same party for the sale of products or services (other than purchase orders entered into in the ordinary course of business), under which the undelivered balance of such products or services has a sales price in excess of $100,000 for the current calendar year or any subsequent year; (ix) Contract which (i) prohibits the Company, Newco or the Sold Subsidiaries from freely engaging in the Businesses anywhere in the world (other than confidentiality agreements entered into in the ordinary course of business) or (ii) contains any exclusivity, non-competition, "most-favored nation," non-solicitation or no-hire provisions; (x) joint venture, strategic alliance, partnership or any similar Contract that provides for the sharing of profits, losses, costs, liabilities or proprietary information by the Company, Newco and the Sold Subsidiaries; (xi) license, royalty agreement or similar Contract relating to the Company Intellectual Property and which require the expenditure of more than $25,000 per annum, other than commercially available software subject to "shrink wrap" licenses; (xii) sales representative, agency, distribution agreements or other similar Contracts for the sale of products of the Company, Newco or any Sold Subsidiary (other than, for the avoidance of doubt, purchase orders entered into in the ordinary course of business); (xiii) any Contract providing for a Change-of-Control Payment; or (xiv) Contract under which the Company, Newco or any Sold Subsidiary acts as a guarantor, surety or, other than the ordinary course of business, indemnitor of any other Persontime. (b) Buyer has been given access to a true To the Knowledge of Sellers and/or the Company, all of the contracts, leases, agreements and correct copy of all contracts instruments set forth or required to be listed on Schedule 4.10 (the "Material Contracts"), together with all amendments, waivers or other changes thereto, other than oral Material Contracts, a summary of the material terms of each of which is set forth on the Contracts Schedule 4.10. (cthe “Material Contracts”) None are valid, binding and enforceable in accordance with their respective terms and shall be in full force and effect without penalty in accordance with their terms upon consummation of the transactions contemplated hereby. To the Knowledge of Sellers and/or the Company, Newco nor any of except as set forth on the Sold Subsidiaries Contracts Schedule, (i) the Company has performed all material obligations required to be performed by it and is not in default under or in breach of nor in receipt of any written claim of default or default breach under any Material Contract Contract, (nor ii) no event has any event occurred that, which with the passage of time or the giving of notice or the passage of time or both would result in a default, breach or default event of noncompliance by the CompanyCompany under any Material Contract, Newco (iii) the Company does not have any present expectation or intention of not fully performing all such obligations, (iv) neither the Company nor Sellers has Knowledge of any Sold Subsidiary) and, to the Company's Knowledge, breach or anticipated breach by the other party parties to each any Material Contract. For purposes of the contracts listed on Schedule 4.10 is not in material breach of or default thereunder. Each Material Contract represents the legalthis Section 5.12(b)(iv), valid, binding and enforceable obligation of the Company, Newco or one of the Sold Subsidiaries, as applicable, and, to the Knowledge of Sellers and the Company, each counterparty theretoCompany is defined as the actual knowledge of the Sellers and the Company with no reasonable inquiry required.

Contracts and Commitments. (a) Except as expressly contemplated by this Agreement or any Related Documents or as set forth on Schedule 4.10, none Item 4.16 of the CompanyDisclosure Schedule, Newco or as of the date of this Agreement, neither Crown nor any of the Sold its Subsidiaries is a party to any:any written or oral agreement (all items set forth thereon are referred to as "Material Agreements"): (i) Contract relating pension, profit sharing, stock option, employee stock purchase or other plan or arrangement providing for deferred or other compensation to any acquisition of a business, whether by acquisition of equity interests or by asset acquisition, by the Company, Newco employees or any Sold Subsidiary within the last three (3) years other employee benefit plan or under which the Companyarrangement, Newco or any Sold Subsidiary has contract with any ongoing material rights labor union, or Liabilitiesany severance agreements; (ii) collective bargaining agreement or similar Contract (each, a "Collective Bargaining Agreement"); (iii) Contract contract for the employment of any officer, individual employee or other person Person on a full-time, part-time time, consulting or consulting other basis providing for base compensation or other monetary annual compensation in excess of $100,000 or contract relating to loans to officers, directors, shareholders or Affiliates; (iii) contract under which it has advanced or loaned any other Person amounts in the aggregate of exceeding $75,000 per annum100,000; (iv) agreement or indenture relating to the borrowing of money or to the mortgaging, pledging or otherwise placing a Lien an Encumbrance on any material portion asset or material group of the Company's, Newco's or the Sold Subsidiaries' assets or any other Contract governing any Indebtedness of the Company, Newco or any of the Sold Subsidiariesassets; (v) lease, agreement or other Contract under which it is lessee guarantee of or holds or operates any tangible personal property owned by any other party, for which the annual rent exceeds $25,000obligation; (vi) lease, agreement sublease, license or other Contract agreement under which it is lessee or sublessee or licensee of or holds, uses, occupies or operates any property, real or personal, owned by any other party, except for any such agreement relating to real or personal property under which the aggregate annual rental payments do not exceed $100,000; (vii) lease, sublease, license or other agreement under which it is lessor or sublessor or licensor of or permits any third party to hold hold, use, occupy or operate any personal property, for which the annual rent exceeds real or personal, owned or controlled by it in excess of $25,000100,000; (viiviii) Contract assignment, license or group indemnification with respect to any intangible property (including, without limitation, any patent, trademark, trade name, copyright, know-how, trade secret or confidential information); (ix) warranty agreement with respect to its services rendered or its products sold or leased; (x) agreement under which it has granted any Person any registration rights or similar rights (including piggyback rights) or co-sale or similar rights in respect of related Contracts any of its securities; (xi) sales, distribution or franchise agreements involving amounts in excess of $100,000; (xii) agreement with the same party for the purchase a term of products more than six months which is not terminable by it upon less than 30 days' notice without penalty involving amounts in excess of $100,000; (xiii) contract or services (other than purchase orders entered into agreement prohibiting it or materially restricting it from freely engaging in any business or competing anywhere in the ordinary course world; (xiv) contract, agreement or other arrangement, including, without limitation, any stockholders or voting agreement, voting trust or similar arrangement with respect to any of business)its Interests with any officer, under director, employee, or holder of Interests; (xv) joint venture, partnership or similar agreement involving a sharing of profits or expenses; or (xvi) any other agreement which the undelivered balance of such products is material to its operations and business prospects or services has involves a sales price consideration in excess of $100,000 for the current calendar year or any subsequent year or which is not terminable on less than ninety (90) days' notice; (viii) Contract or group of related Contracts with the same party for the sale of products or services (other than purchase orders entered into in the ordinary course of business), under which the undelivered balance of such products or services has a sales price in excess of $100,000 for the current calendar year or any subsequent year; (ix) Contract which (i) prohibits the Company, Newco or the Sold Subsidiaries from freely engaging in the Businesses anywhere in the world (other than confidentiality agreements entered into in the ordinary course of business) or (ii) contains any exclusivity, non-competition, "most-favored nation," non-solicitation or no-hire provisions; (x) joint venture, strategic alliance, partnership or any similar Contract that provides for the sharing of profits, losses, costs, liabilities or proprietary information by the Company, Newco and the Sold Subsidiaries; (xi) license, royalty agreement or similar Contract relating to the Company Intellectual Property and which require the expenditure of more than $25,000 per annum, other than commercially available software subject to "shrink wrap" licenses; (xii) sales representative, agency, distribution agreements or other similar Contracts for the sale of products of the Company, Newco or any Sold Subsidiary (other than, for the avoidance of doubt, purchase orders entered into in the ordinary course of business); (xiii) any Contract providing for a Change-of-Control Payment; or (xiv) Contract under which the Company, Newco or any Sold Subsidiary acts as a guarantor, surety or, other than the ordinary course of business, indemnitor of any other Personannually. (b) Buyer has been given access to a true True and correct copy complete copies of all contracts required to be listed on Schedule 4.10 (the "written Material Contracts")Agreements, together with all amendments, waivers or other changes thereto, other than oral Material Contracts, a summary and accurate and complete summaries of the material terms of each of which is all oral Material Agreements, have been made available to ▇▇▇▇▇▇ or its counsel. Except as set forth on Schedule 4.10. (c) None Item 4.16 of the CompanyDisclosure Schedule, Newco nor any or where the failure would not have a Material Adverse Effect on Crown, all of the Sold Subsidiaries is Material Agreements set forth on such Item 4.16 are in breach of or default under any Material Contract (nor has any event occurred that, with the giving of notice or the passage of time or both would result in a breach or default by the Company, Newco or any Sold Subsidiary) and, to the Company's Knowledge, the other party to each of the contracts listed on Schedule 4.10 is not in material breach of or default thereunder. Each Material Contract represents the legal, full force and effect and are valid, binding and enforceable obligation against Crown and each of its Subsidiaries in accordance with their respective terms, subject to (i) the Companyeffects of bankruptcy, Newco insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or one affecting creditors' rights generally and (ii) general equitable principles (whether considered in a proceeding in equity or at law). Each of Crown and each of its Subsidiaries has performed all material obligations required to be performed by it under such Material Agreements and neither Crown nor any of its Subsidiaries is in default under or in breach of, nor is any of them in receipt of any claim of default or breach under, nor does any of them have knowledge of any event which, with the Sold Subsidiariespassing of time, as applicablethe giving of notice, and, or both would constitute a breach or default under any such Material Agreement to which it is subject which would reasonably be expected to have a Material Adverse Effect on Crown; neither Crown nor any of its Subsidiaries has any knowledge of any breach or anticipated breach by the Knowledge of the Company, each counterparty theretoother parties to any Material Agreement to which it is a party which would be reasonably expected to have a Material Adverse Effect on Crown.

Contracts and Commitments. (a) Except as set forth on Schedule 4.10, none Section 4.19 of the CompanyDisclosure Schedule sets forth a list of all material agreements, Newco Contracts and commitments to which the Company or any of the Sold Subsidiaries Company Subsidiary is a party to any: (i) Contract relating to any acquisition of a business, whether by acquisition of equity interests or by asset acquisition, by the Company, Newco or any Sold Subsidiary within the last three (3) years or under which the Company, Newco any Company Subsidiary or any Sold Subsidiary has any ongoing material rights or Liabilities; (ii) collective bargaining agreement or similar Contract their respective assets are bound (each, a "Collective Bargaining AgreementMaterial Contract"), including, without limitation: (a) agreements, contracts, commitments or arrangements involving Intellectual Property; (b) employment agreements or severance agreements or employee termination arrangements that are not terminable at will by the Company or a Company Subsidiary without penalty; (c) any change of control agreements with employees of the Company or any Company Subsidiary; (d) agreements, contracts, commitments or arrangements containing any covenant limiting the ability of the Company or any Company Subsidiary to engage in any line of business or to compete with any business or person; (e) agreements or contracts with any officer, director or employee of (i) the Company or (ii) any Company Subsidiary (other than employment, severance and change of control agreements covered by clause (b) or (c) above); (iiif) Contract for agreements or contracts under which the employment of Company or any officerCompany Subsidiary has borrowed or loaned money, individual employee or any note, bond, indenture, mortgage, installment obligation or other person on a full-timeevidence of indebtedness for borrowed or loaned money or any guarantee of such indebtedness, part-time or consulting basis providing for base compensation or other monetary compensation in each case, relating to amounts in excess in the aggregate of $75,000 per annum5,000; (ivg) agreement joint venture agreements or indenture other agreements involving the sharing of profits; (h) leases pursuant to which personal or real property is leased to or from the Company or any Company Subsidiary; (i) powers of attorney from the Company or any Company Subsidiary; (j) guaranties, suretyships or other contingent agreements of the Company or any Company Subsidiary; (k) all agreements, contracts, commitments and arrangements between the Company or any Company Subsidiary and any Governmental Entity; (l) any agreement, contract, commitment or arrangement relating to capital expenditures with respect to the Company or any Company Subsidiary and involving future payments which exceed $5,000 in any 12 month period; (m) any agreement, contract, commitment or arrangement relating to the borrowing acquisition of money or to mortgaging, pledging or otherwise placing a Lien on any material portion assets (other than in the ordinary course of the Company's, Newco's or the Sold Subsidiaries' assets business consistent with past practice) or any other Contract governing capital stock of any Indebtedness of the Company, Newco or any of the Sold Subsidiariesbusiness enterprise; (vn) lease, agreement any investment banking or other Contract under which it is lessee of or holds or operates any tangible personal property owned by any other party, for which the annual rent exceeds $25,000professional services agreement; (vio) lease, agreement or contracts (other Contract under which it is lessor of or permits any third party than those covered by clause (a) through (n) above) pursuant to hold or operate any personal property, for which the annual rent exceeds Company and the Company Subsidiaries will receive or pay in excess of $25,0005,000 over the life of the contract; (viip) Contract any other material agreements, Contracts and commitments whether or group of related Contracts with the same party for the purchase of products or services (other than purchase orders not entered into in the ordinary course of business), under ; and (q) all proposed arrangements or contracts of the Company or the Company Subsidiaries which the undelivered balance Company reasonably expects to be near consummation and of such products or services has a sales price in excess of $100,000 for the current calendar year or any subsequent year or which is not terminable on less than ninety (90) days' notice; (viii) Contract or group of related Contracts with the same party for the sale of products or services (other than purchase orders type that if entered into would be a Contract described in the ordinary course of business), under which the undelivered balance of such products or services has a sales price in excess of $100,000 for the current calendar year or any subsequent year; clauses (ixa) Contract which through (io) prohibits above. Neither the Company, Newco or the Sold Subsidiaries from freely engaging in the Businesses anywhere in the world (other than confidentiality agreements entered into in the ordinary course of business) or (ii) contains any exclusivity, non-competition, "most-favored nation," non-solicitation or no-hire provisions; (x) joint venture, strategic alliance, partnership or any similar Contract that provides for the sharing of profits, losses, costs, liabilities or proprietary information by the Company, Newco and the Sold Subsidiaries; (xi) license, royalty agreement or similar Contract relating to the Company Intellectual Property and which require the expenditure of more than $25,000 per annum, other than commercially available software subject to "shrink wrap" licenses; (xii) sales representative, agency, distribution agreements or other similar Contracts for the sale of products of the Company, Newco or any Sold Subsidiary (other than, for the avoidance of doubt, purchase orders entered into in the ordinary course of business); (xiii) any Contract providing for a Change-of-Control Payment; or (xiv) Contract under which the Company, Newco or any Sold Subsidiary acts as a guarantor, surety or, other than the ordinary course of business, indemnitor of any other Person. (b) Buyer has been given access to a true and correct copy of all contracts required to be listed on Schedule 4.10 (the "Material Contracts"), together with all amendments, waivers or other changes thereto, other than oral Material Contracts, a summary of the material terms of each of which is set forth on Schedule 4.10. (c) None of the Company, Newco nor any of the Sold Subsidiaries is in breach of or default under any Material Contract (nor has any event occurred that, with the giving of notice or the passage of time or both would result in a breach or default by the Company, Newco or any Sold Subsidiary) andnor, to the Stockholder's and the Company's Knowledgeknowledge, the any other party to each of the contracts listed on Schedule 4.10 thereto, is not in material breach of or in material default thereunderunder any Material Contract. Each such Material Contract represents the is in full force and effect, and is a legal, valid, valid and binding and enforceable obligation of the Company, Newco or one of Company and/or the Sold Subsidiaries, as applicable, applicable Company Subsidiaries and, to the Knowledge Stockholder's and the Company's knowledge, each of the Companyother parties thereto, each counterparty theretoenforceable in accordance with its terms.

Contracts and Commitments. (ai) Except as set forth on Schedule 4.10SCHEDULE 6.11 or as expressly contemplated by this Agreement, none as of each Closing, neither the Company, Newco or Company nor any of the Sold Subsidiaries Subsidiary is a party to anyany written or oral: (ia) Contract relating pension, profit sharing, stock option, employee stock purchase or other plan providing for deferred or other compensation to any acquisition of a business, whether by acquisition of equity interests or by asset acquisition, by the Company, Newco employees or any Sold Subsidiary within the last three (3) years or under which the Companyother employee benefit plan, Newco or any Sold Subsidiary has contract with any ongoing material rights or Liabilitieslabor union; (iib) collective bargaining agreement or similar Contract (each, a "Collective Bargaining Agreement"); (iii) Contract contract for the employment of any officer, individual employee or other person Person on a full-time, part-time or time, consulting basis providing for base compensation or other monetary compensation in excess in the aggregate of $75,000 per annumbasis or contract relating to loans to officers, directors or affiliates; (ivc) agreement or indenture relating to the borrowing of money or to the mortgaging, pledging or otherwise placing a Lien lien on any material portion asset or material group of assets of the Company's, Newco's or the Sold Subsidiaries' assets or any other Contract governing any Indebtedness of the Company, Newco or any of the Sold Company and its Subsidiaries; (vd) lease, agreement or other Contract guarantee of any obligation; (e) contract under which it the Company or Subsidiary has advanced or loaned any Person amounts in the aggregate exceeding $10,000; (f) lease or agreement under which the Company or any Subsidiary is lessee of or holds or operates any tangible personal property property, real or personal, owned by any other party, except for any lease of real or personal property under which the aggregate annual rent exceeds rental payments do not exceed $25,000100,000; (vig) lease, lease or agreement or other Contract under which it the Company or any Subsidiary is lessor of or permits any third party to hold or operate any personal property, for which real or personal, owned or controlled by the annual rent exceeds $25,000Company or any Subsidiary; (viih) Contract contract or group of related Contracts contracts with the same party for or group of affiliated parties the purchase performance of products which involves a consideration in excess of $100,000; (i) assignment, license, indemnification or services agreement with respect to any intangible property (including, without limitation, any patent, trademark, trade name, copyright, know-how, trade secret or confidential information) other than purchase orders entered into in the ordinary course of business), ; (j) warranty agreement with respect to its services rendered or its products sold or leased; (k) agreement under which it has granted any Person any registration rights (including piggyback rights); (l) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the undelivered balance world or imposing any obligation of such products exclusivity upon the Company or services has any Subsidiary or requiring the Company or any Subsidiary to provide preferred or most favored nations terms to any client or customer; (m) sales agency or brokerage agreement; (n) agreement or arrangement with any Related Party; (o) agreement imposing any indemnity obligation upon the Company or any Subsidiary; or (p) any other agreement which is material to its operations and business prospects or involves a sales price consideration in excess of $100,000 for the current calendar year or any subsequent year or which is not terminable on less than ninety (90) days' notice;annually. (viii) Contract or group of related Contracts with the same party for the sale of products or services (other than purchase orders entered into in the ordinary course of business), under which the undelivered balance of such products or services has a sales price in excess of $100,000 for the current calendar year or any subsequent year; (ix) Contract which (i) prohibits the Company, Newco or the Sold Subsidiaries from freely engaging in the Businesses anywhere in the world (other than confidentiality agreements entered into in the ordinary course of business) or (ii) contains any exclusivity, non-competition, "most-favored nation," non-solicitation or no-hire provisions; (x) joint venture, strategic alliance, partnership or any similar Contract that provides for the sharing of profits, losses, costs, liabilities or proprietary information by the Company, Newco The Company and the Sold Subsidiaries; (xi) license, royalty agreement or similar Contract relating to the Company Intellectual Property and which require the expenditure of more than $25,000 per annum, other than commercially available software subject to "shrink wrap" licenses; (xii) sales representative, agency, distribution agreements or other similar Contracts for the sale of products of the Company, Newco or any Sold each Subsidiary (other than, for the avoidance of doubt, purchase orders entered into in the ordinary course of business); (xiii) any Contract providing for a Change-of-Control Payment; or (xiv) Contract under which the Company, Newco or any Sold Subsidiary acts as a guarantor, surety or, other than the ordinary course of business, indemnitor of any other Person. (b) Buyer has been given access to a true and correct copy of have performed all contracts material obligations required to be listed on Schedule 4.10 (the "Material Contracts"), together with all amendments, waivers performed by them and are not in default under or in material breach of nor in receipt of any claim of default or breach under any material agreement or other changes thereto, other than oral Material Contracts, a summary material instrument to which the Company or any Subsidiary is subject; no event has occurred which with the passage of the material terms of each of which is set forth on Schedule 4.10. (c) None of the Company, Newco nor any of the Sold Subsidiaries is in breach of time or default under any Material Contract (nor has any event occurred that, with the giving of notice or the passage of time or both would result in a material default, breach or default event of noncompliance under any material agreement or other material instrument to which the Company or any Subsidiary is subject; neither the Company nor any Subsidiary has any present expectation or intention of not fully performing all such obligations; neither the Company nor any Subsidiary has knowledge of any breach or anticipated breach by the Company, Newco other parties to any contract or any Sold Subsidiary) and, commitment to the Company's Knowledge, the other party to each of the contracts listed on Schedule 4.10 which it is not in material breach of or default thereunder. Each Material Contract represents the legal, valid, binding and enforceable obligation of the Company, Newco or one of the Sold Subsidiaries, as applicable, and, to the Knowledge of the Company, each counterparty theretoa party.

Contracts and Commitments. (a) Except Neither the Company nor any Company Subsidiary is, as set forth on Schedule 4.10, none of the CompanyAgreement Date, Newco or any of the Sold Subsidiaries is a party to any:(collectively, the “Company Material Contracts”): (i) any collective bargaining agreement or other Contract relating to with any acquisition of a business, whether by acquisition of equity interests or by asset acquisition, by the Company, Newco or any Sold Subsidiary within the last three (3) years or under which the Company, Newco or any Sold Subsidiary has any ongoing material rights or LiabilitiesUnion; (ii) collective bargaining agreement any Loan Amendment, Material Loan Agreement and other Contract or indenture or similar Contract instrument relating to Indebtedness (each, a "Collective Bargaining Agreement"); without regard to clause (iii2) Contract for the employment of any officer, individual employee or other person on a full-time, part-time or consulting basis providing for base compensation or other monetary compensation in excess in the aggregate last sentence of $75,000 per annum; (ivthe definition thereof) agreement of the Company or indenture relating to the borrowing of money any Company Subsidiary or to mortgaging, pledging or otherwise placing a Lien (other than a Permitted Lien) on any material portion of the Company's, Newco's or assets of the Sold Subsidiaries' assets Company or any other Contract governing Company Subsidiary; (iii) any guaranty by the Company or any Company Subsidiary of any obligation for Indebtedness (without regard to clause (2) in the last sentence of the Company, Newco definition thereof) or other material guaranty by the Company or any of the Sold SubsidiariesCompany Subsidiary; (iv) any Company Lease; (v) lease, agreement any individual lease or other Contract under which it the Company or any Company Subsidiary is lessee of of, or holds or operates any tangible personal property owned by any other party, for which the annual rent rental exceeds $25,0001,000,000; (vi) lease, agreement any individual lease or other Contract under which it the Company or any Company Subsidiary is lessor of or permits any third party to hold or operate any personal property, property for which the annual rent rental exceeds $25,0001,000,000; (vii) Contract or group of related Contracts with the same party for the purchase of products or services (other than purchase orders entered into in the ordinary course of business)business consistent with past practice, under which the undelivered balance of such products any Contract with any Company Material Customer or services has a sales price in excess of $100,000 for the current calendar year or any subsequent year or which is not terminable on less than ninety (90) days' noticeCompany Material Supplier; (viii) Contract or group of related any material Intellectual Property Agreements, other than (A) Non-Negotiated Vendor Contracts; (B) Contracts with the same party for the sale non-exclusive license of products Intellectual Property granted by the Company or services (other than purchase orders entered into any Company Subsidiary to customers in the ordinary course of business), under which the undelivered balance of such products or services has a sales price in excess of $100,000 for the current calendar year or any subsequent year; and (C) Open Source Licenses; (ix) any Contract which (i) prohibits that purports to limit the Company, Newco or ability of the Sold Subsidiaries from freely engaging in the Businesses anywhere in the world (other than confidentiality agreements entered into in the ordinary course of business) or (ii) contains any exclusivity, non-competition, "most-favored nation," non-solicitation or no-hire provisions; (x) joint venture, strategic alliance, partnership Company or any similar Contract that provides for the sharing Company Subsidiary from competing with any Person, operating or doing business in any location, market or line of profits, losses, costs, liabilities or proprietary information by the Company, Newco and the Sold Subsidiaries; (xi) license, royalty agreement or similar Contract relating to the Company Intellectual Property and which require the expenditure of more than $25,000 per annum, other than commercially available software subject to "shrink wrap" licenses; (xii) sales representative, agency, distribution agreements or other similar Contracts for the sale of products of the Company, Newco or any Sold Subsidiary business (other than, for the avoidance of doubt, purchase orders any field of use or geographical limitations under the Company’s or any Company Subsidiary’s ordinary course license agreements that do not otherwise restrict competition); (x) any Contract providing for indemnification by the Company or any Company Subsidiary of any Person, except for any such Contracts with reasonable or customary limitations liability (including exclusions therefrom) that are entered into in the ordinary course of business)business consistent with past practice; (xi) any Contract that (A) contains any “most favored nation” or similar provision in favor of any other Person, or (B) grants to any other Person any exclusive rights, rights of first refusal, rights of first negotiation or similar rights; (xii) any Contract that would require the disposition of any material assets or line of business of the Company or any Company Subsidiary; (xiii) any Contract providing for a Change-of-Control Payment; orjoint venture, strategic alliance and similar Contract; (xiv) any Contract under entered into in the last two (2) years for the settlement of any Action for which the Company, Newco Company or any Sold Company Subsidiary acts as a guarantorhas any ongoing liability or obligation; (xv) any Contract requiring or providing for any capital expenditure by the Company or any Company Subsidiary in excess of $1,000,000; (xvi) any Contract relating to the acquisition or disposition (whether by merger, surety orsale of stock, other than sale of assets or otherwise) by the ordinary course Company or any Company Subsidiary of any Person or material line of business entered into during the past two (2) years or the future acquisition or disposition (whether by merger, sale of stock, sale of assets or otherwise) of any Person or material line of business; and (xvii) any Contract, indemnitor excluding Company Leases, that requires (A) the payment or delivery by the Company or any Company Subsidiary of cash or other consideration in an amount or having a value in excess of $1,000,000 in the aggregate per Contract or series of Contracts with the same party, or (B) the performance of services by the Company or any other PersonCompany Subsidiary having a value in excess of $1,000,000 in the aggregate per Contract or series of Contracts with the same party. (b) Buyer has been given access to a true and correct copy of all contracts required to be listed on Schedule 4.10 (the "Each Company Material Contracts"), together with all amendments, waivers or other changes thereto, other than oral Material Contracts, a summary of the material terms of each of which is set forth on Schedule 4.10. (c) None of the Company, Newco nor any of the Sold Subsidiaries Contract is in breach of or default under any Material Contract (nor has any event occurred thatfull force and effect, with the giving of notice or the passage of time or both would result in a breach or default by the Company, Newco or any Sold Subsidiary) and, to the Company's Knowledge, the other party to each of the contracts listed on Schedule 4.10 and is not in material breach of or default thereunder. Each Material Contract represents the legal, valid, valid and binding and enforceable obligation of either the Company, Newco Company or one of the Sold Subsidiaries, as applicableany Company Subsidiary which is party thereto, and, to the Knowledge of the Company, of the other parties thereto, enforceable against each counterparty of them in accordance with its terms, subject to any Enforceability Exceptions. Neither the Company nor any Company Subsidiary is in material breach of, or material default under any Company Material Contract, and, to the Knowledge of the Company, the other party to each Company Material Contract is not in material default thereunder. No event has occurred that with the lapse of time or the giving of notice or both would constitute a material breach or default on the part of the Company or any Company Subsidiary or, to the Knowledge of the Company, any other party under any Contract listed on Schedule 4.9(a) of the Company Disclosure Schedules. No party to any Company Material Contract has given the Company or any Company Subsidiary written notice of its intent to terminate or materially modify or amend the terms and conditions of any Company Material Contract (except with respect to the Loan Amendments to the Material Loan Agreements entered into on the Agreement Date), and no party has given the Company or any Company Subsidiary written notice of any material claim or dispute with respect to any Company Material Contract or written notice claiming that any other party is in breach of, or default under, any Company Material Contract. The Company has made available to Otonomo true, correct and complete copies of each Company Material Contract, together with all amendments, modifications or supplements thereto. Upon consummation of the transactions contemplated by this Agreement, each Company Material Contract shall remain in full force and effect at the Effective Time without any loss of benefits thereunder and without the need to obtain the consent of any party thereto with respect to the transactions contemplated by this Agreement or any other Transaction Agreement, in each case except for the expiration, termination or cancellation of any Company Material Contract pursuant to its terms as of the Agreement Date.

Contracts and Commitments. (ai) Except as expressly contemplated by this Agreement or as set forth on Schedule 4.10the attached CONTRACTS SCHEDULE or the attached EMPLOYEE BENEFITS SCHEDULE, none of the Company, Newco or any of the Sold Subsidiaries no WSI Party is a party to anyor bound by any written or oral: (ia) Contract relating pension, profit sharing, option, employee stock purchase or other plan or arrangement providing for deferred or other compensation to any acquisition of a business, whether by acquisition of equity interests or by asset acquisition, by the Company, Newco employees or any Sold Subsidiary within the last three (3) years other employee benefit plan or under which the Companyarrangement, Newco or any Sold Subsidiary has any ongoing material rights or Liabilities; (ii) collective bargaining agreement or similar Contract (eachany other contract with any labor union, a "Collective Bargaining Agreement")or severance agreements, programs, policies or arrangements; (iiib) Contract contract for the employment of any officer, individual employee or other person Person on a full-time, part-time time, consulting or consulting other basis providing for base compensation or other monetary annual compensation in excess of $50,000 or contract relating to loans to officers, directors or Affiliates; (c) contract under which it has advanced or loaned any other Person amounts in the aggregate of exceeding $75,000 per annum25,000; (ivd) agreement or indenture relating to the borrowing of borrowed money or to other Indebtedness or the mortgaging, pledging or otherwise placing a Lien on any material portion asset or material group of assets; (e) agreement or instrument which might restrict its ability to make Distributions to the Company'sCompany or any Borrower, Newco's or that would have the Sold Subsidiaries' assets effect of limiting the Company or any of its Subsidiaries from performing any of its obligations under this Agreement, the Note, or any other Contract governing Transaction Document. (f) Guarantee of any Indebtedness obligation in excess of the Company, Newco or any of the Sold Subsidiaries$25,000; (vg) lease, lease or agreement or other Contract under which it is lessee or lessor of any property, real or holds personal, except for any lease of real or operates any tangible personal property owned by any other party, for under which the aggregate annual rent exceeds rental payments do not exceed $25,000; (vih) leaseassignment, license, indemnification or agreement with respect to any intangible property (including any Intellectual Property Rights); (i) warranty agreement with respect to its services rendered or other Contract its products sold or leased; (j) agreement under which it is lessor of or permits has granted any third party to hold or operate Person any personal property, for which the annual rent exceeds $25,000registration rights (including demand and piggyback registration rights); (viik) Contract sales, distribution, franchise, business opportunity, relationship or group similar agreement; (l) agreement with a term of related Contracts with the same party for the purchase of products or services (other more than purchase orders entered into in the ordinary course of business), under which the undelivered balance of such products or services has a sales price in excess of $100,000 for the current calendar year or any subsequent year or six months which is not terminable on by it upon less than ninety (90) days' notice;30 days notice without penalty; or (viiim) Contract contract or group of related Contracts with the same party for the sale of products or services (other than purchase orders entered into in the ordinary course of business), under which the undelivered balance of such products or services has a sales price in excess of $100,000 for the current calendar year or any subsequent year; (ix) Contract which (i) prohibits the Company, Newco or the Sold Subsidiaries agreement prohibiting it from freely engaging in the Businesses any business or competing anywhere in the world (other than confidentiality agreements entered into in the ordinary course of business) or world. (ii) contains All of the contracts, agreements and instruments set forth on the CONTRACTS SCHEDULE are valid, binding and enforceable in accordance with their respective terms. The WSI Parties have performed all obligations required to be performed by them and are not in default under or in breach of nor in receipt of any exclusivityclaim of default or breach under any contract, agreement or instrument to which it is subject; no event has occurred which with the passage of time or the giving of notice or both would result in a default, breach or event of noncompliance by any WSI Party under any contract, agreement or instrument to which any WSI Party is subject; no WSI Party has any present expectation or intention of not fully performing all such obligations; no WSI Party 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; no WSI Party has delivered or received notice of, or has knowledge that any other party intends to deliver any notice of, termination or non-competitionrenewal of term under any material contract, "most-favored nation," non-solicitation agreement or no-hire provisions; instrument to which it is subject; and no WSI Party is a party to any contract requiring it to purchase or sell goods or services or lease property above or below (xas the case may be) joint venture, strategic alliance, partnership prevailing market prices and rates or any similar Contract that provides for the sharing of profits, losses, costs, liabilities other materially adverse contract or proprietary information by the Company, Newco and the Sold Subsidiaries; (xi) license, royalty agreement or similar Contract relating to the Company Intellectual Property and which require the expenditure of more than $25,000 per annum, other than commercially available software subject to "shrink wrap" licenses; (xii) sales representative, agency, distribution agreements or other similar Contracts for the sale of products of the Company, Newco or any Sold Subsidiary (other than, for the avoidance of doubt, purchase orders entered into in the ordinary course of business); (xiii) any Contract providing for a Change-of-Control Payment; or (xiv) Contract under which the Company, Newco or any Sold Subsidiary acts as a guarantor, surety or, other than the ordinary course of business, indemnitor of any other Personcommitment. (biii) Buyer Purchaser's special counsel has been given access to supplied with a true and correct copy of all each of the written instruments, plans, contracts required and agreements and an accurate description of each of the oral arrangements, contracts and agreements which are referred to be listed on Schedule 4.10 (the "Material Contracts")CONTRACTS SCHEDULE, together with all amendments, waivers or other changes thereto, other than oral Material Contracts, a summary of the material terms of each of which is set forth on Schedule 4.10. (c) None of the Company, Newco nor any of the Sold Subsidiaries is in breach of or default under any Material Contract (nor has any event occurred that, with the giving of notice or the passage of time or both would result in a breach or default by the Company, Newco or any Sold Subsidiary) and, to the Company's Knowledge, the other party to each of the contracts listed on Schedule 4.10 is not in material breach of or default thereunder. Each Material Contract represents the legal, valid, binding and enforceable obligation of the Company, Newco or one of the Sold Subsidiaries, as applicable, and, to the Knowledge of the Company, each counterparty thereto.