Common use of Contracts and Commitments Clause in Contracts

Contracts and Commitments. (a) Schedule 3.08 sets forth a list of each Contract to which any Purchased Subsidiary or any of its Subsidiaries is a party or by which it is bound: (i) for the purchase of materials, supplies, goods, services, equipment or other assets (other than purchase orders or Contracts for services in the ordinary course of business) which (A) has resulted in payments during the period from January 1, 2010 to October 31, 2010 or (B) pursuant to its terms, requires payments to be made during the twelve months immediately following October 31, 2010, in each case, of at least $275,000 by the Purchased Subsidiaries and/or their Subsidiaries or, with respect to the Indian Company, of at least $100,000; (ii) for the sale by any Purchased Subsidiary or any of its Subsidiaries of materials, supplies, goods, services, equipment or other assets that (A) has generated billed revenue during the period from January 1, 2010 to October 31, 2010 or (B) pursuant to its terms, requires the counterparty to such Contract to make payments of billed revenue during the twelve month period immediately following October 31, 2010, in each case, of at least $275,000 to such Purchased Subsidiary or its Subsidiaries or, with respect to the Indian Company, at least $100,000; (iii) that is a note, debenture, bond, equipment trust, letter of credit, loan or other Contract representing Indebtedness for Borrowed Money or lending of money (other than to employees for travel expenses in the ordinary course of business) or between and among the Purchased Subsidiaries or their Subsidiaries, or otherwise is an agreement or arrangement for a line of credit or guarantee, pledge or undertaking of the Indebtedness of any other Person (other than a Purchased Subsidiary or its Subsidiaries); (iv) that is a collective bargaining or similar labor agreement; (v) that is an agreement by which the use of any Intellectual Property material to the Business is licensed to any Person (other than licenses granted by the Purchased Subsidiaries or their Subsidiaries to any customer of the Purchased Subsidiaries and their Subsidiaries in the ordinary course of business); (vi) that is an agreement by which any Purchased Subsidiary or their Subsidiaries licenses from another Person the use of any Intellectual Property material to the Business (other than agreements for commercially available software that is not incorporated into the Pinnacle software and redistributed to customers or clients by the Purchased Subsidiary or their Subsidiaries and having a replacement cost and annual license fee as of October 31, 2010 of less than $275,000); (vii) that relates to the formation, creation, operation, management or control of any joint venture, partnership or limited liability company; (viii) that is with any customer of any Purchased Subsidiary or any of its Subsidiaries that provides for any “most favored nation” pricing or any other similar pricing; (ix) that is an agreement that confers to any customer of the Purchased Subsidiaries or their Subsidiaries any ownership of any material software (including source code) or other material Intellectual Property owned or developed by or on behalf of the Purchased Subsidiaries or their Subsidiaries; (x) that contains a covenant not to compete that limits the conduct of the Business; (xi) that provides for the acquisition or disposition of any business (whether by merger, sale of stock or assets or otherwise) or issuance of any Securities at any time since January 1, 2009; (xii) that is entered into with (a) Seller, (b) any Affiliate of Seller or (c) any employee, officer or director of the Purchased Subsidiaries, any of their Subsidiaries or Seller; or (xiii) that is a material amendment or material modification to any of the foregoing currently in effect. Each such Contract described in clauses “(i)” through “(xiii)” above is described in Schedule 3.08(a) and referred to herein as a “Material Contract.” (b) Each Material Contract is, and immediately following the Closing will be, valid, binding and in full force and effect and enforceable in accordance with its terms with respect to any Purchased Subsidiary or any of their Subsidiaries party thereto and, to Seller’s knowledge, each other party to such Contract, in each case subject to the limitations of bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies. No Purchased Subsidiary or any of their Subsidiaries is, or will be, immediately following the Closing, nor to Seller’s knowledge is any other party thereto, in breach, violation or default in any material respect under any such Material Contract. None of the Purchased Subsidiaries or their Subsidiaries has received or given any written or to Seller’s knowledge, oral notice or claim of any material breach or violation of, or default under, any Material Contract. The Purchased Subsidiaries and their Subsidiaries have not received or given any written, or to Seller’s knowledge, oral notice of an intention to terminate, not renew or challenge the validity or enforceability of, or to request a material refund (other than refunds accounted for in the Financial Statements) under, any Material Contract. (c) The Purchased Subsidiaries have made available to Buyer copies of all Material Contracts.

Contracts and Commitments. (a) Schedule 3.08 sets Except as set forth a list in the Company SEC Reports or on Section 3.10 of each Contract to which any Purchased Subsidiary the Company Disclosure Schedule, none of the Company or any of its Subsidiaries is a party to or bound by any agreement, contract, commitment or other written instrument of the following type: (a) any loan agreement, origination agreement, indenture, credit facility, securitization agreement, mortgage, security agreement, pledge agreement, deed of trust, bond, note, guaranty, surety, trust agreement and/or other agreement or instrument relating to (i) the borrowing of money or obtaining extensions of credit by the Company or any of its Subsidiaries or (ii) the loaning of money or granting extensions of credit (other than student loans) by the Company or any of its Subsidiaries; (b) any agreement pursuant to which the Company or any of its Subsidiaries has purchased, generated or sold student loans in excess of Five Million Dollars ($5,000,000) in principal amount; (c) any agreement relating to the extension of insurance or the providing of any guarantee, pursuant to the Higher Education Act of 1965, as amended (the “Higher Education Act”), by any federal agency or other entity of the principal of and/or accrued interest on any student loan extended by the Company or any of its Subsidiaries; (d) any agreement by which the Company or any of its Subsidiaries services student loans for any third party or by which it is bound:any third party services student loans for the Company or any of its Subsidiaries; (e) any open purchase order or contract for capital expenditures by the Company or any of its Subsidiaries in excess of One Million Dollars ($1,000,000); (f) any agreement for the lease of real property by the Company or any of its Subsidiaries; (g) any contract or agreement that subjects the Company or any of its Subsidiaries to restrictions on the competitive conduct of their businesses or prohibits or otherwise restricts the Company or any of its Subsidiaries from soliciting customers, vendors or employees of third parties; (h) any joint venture, partnership, royalty or similar agreement involving the sharing of profits and/or expenses between the Company or any of its Subsidiaries and any third party; (i) for the purchase any business acquisition or divestiture agreement (or any letter of materialsintent, supplies, goods, services, equipment term sheet or other assets (other than purchase orders or Contracts for services in the ordinary course of business) which (A) has resulted in payments during the period from January 1, 2010 draft agreement relating to October 31, 2010 or (B) pursuant to its terms, requires payments to be made during the twelve months immediately following October 31, 2010, in each case, of at least $275,000 by the Purchased Subsidiaries and/or their Subsidiaries or, with respect to the Indian Company, of at least $100,000any such pending transaction); (iij) for any contract relating in whole or in part to the sale by any Purchased Subsidiary licensing to or from the Company or any of its Subsidiaries of materials, supplies, goods, services, equipment or other assets that any material Intellectual Property Right (A) has generated billed revenue during the period from January 1, 2010 to October 31, 2010 or (B) pursuant to its terms, requires the counterparty to such Contract to make payments of billed revenue during the twelve month period immediately following October 31, 2010, as defined in each case, of at least $275,000 to such Purchased Subsidiary or its Subsidiaries or, with respect to the Indian Company, at least $100,000; (iii) that is a note, debenture, bond, equipment trust, letter of credit, loan or other Contract representing Indebtedness for Borrowed Money or lending of money (other than to employees for travel expenses in the ordinary course of business) or between and among the Purchased Subsidiaries or their Subsidiaries, or otherwise is an agreement or arrangement for a line of credit or guarantee, pledge or undertaking of the Indebtedness of any other Person (other than a Purchased Subsidiary or its SubsidiariesSection 3.19(c)); (ivk) that is a collective bargaining any contract or similar labor agreement with any Governmental Authority; (l) any material sales, marketing or advertising agreement; (vm) that is an agreement by which the use of any Intellectual Property material to the Business is licensed to any Person (other than licenses granted by the Purchased Subsidiaries or their Subsidiaries to any customer of the Purchased Subsidiaries and their Subsidiaries in the ordinary course of business)employment contract; (vin) any student loan guaranty or surety agency agreement; or (o) any other contract, agreement or commitment (i) with respect to which the aggregate amount that is an agreement by which any Purchased Subsidiary or their Subsidiaries licenses from another Person the use of any Intellectual Property material could reasonably be expected to the Business (other than agreements for commercially available software that is not incorporated into the Pinnacle software and redistributed to customers or clients be paid by the Purchased Subsidiary or their Subsidiaries and having a replacement cost and annual license fee as of October 31, 2010 of less than $275,000); (vii) that relates to the formation, creation, operation, management or control of any joint venture, partnership or limited liability company; (viii) that is with any customer of any Purchased Subsidiary Company or any of its Subsidiaries that provides for would exceed One Million Dollars ($1,000,000) in any “most favored nation” pricing twelve (12)-month period following the date of this Agreement, or any other similar pricing; (ixii) that is an agreement that confers otherwise material to the Company or any customer of its Subsidiaries. The Company has made available to Parent copies of all written contracts and commitments listed in Section 3.10 of the Purchased Subsidiaries or their Subsidiaries any ownership Company Disclosure Schedule, summaries of any material software (including source code) or other material Intellectual Property owned or developed by or on behalf all oral contracts and commitments listed in Section 3.10 of the Purchased Subsidiaries or their Subsidiaries; Company Disclosure Schedule, and all modifications and supplements thereto (x) that contains a covenant not to compete that limits collectively, the conduct “Material Contracts”). Except as disclosed in Section 3.10 of the Business; Company Disclosure Schedule (xii) that provides for the acquisition or disposition of any business (whether by merger, sale of stock or assets or otherwise) or issuance of any Securities at any time since January 1, 2009; (xii) that is entered into with (a) Seller, (b) any Affiliate of Seller or (c) any employee, officer or director each of the Purchased Subsidiaries, any of their Subsidiaries or Seller; or (xiii) that Material Contracts is a material amendment or material modification to any of the foregoing currently in effect. Each such Contract described in clauses “(i)” through “(xiii)” above is described in Schedule 3.08(a) and referred to herein as a “Material Contract.” (b) Each Material Contract is, and immediately following the Closing will be, valid, binding and in full force and effect and enforceable in accordance with its terms with respect to any Purchased Subsidiary effect, (ii) the Company or any of their Subsidiaries party thereto applicable Subsidiary, as the case may be, and, to Seller’s knowledgethe knowledge of the Company, each all other party parties to such Contractthe Material Contracts have, in each all material respects, performed their obligations and are not in default under the Material Contracts, (iii) the Company or applicable Subsidiary, as the case subject may be, has not given or received any notice of default under any of the Material Contracts, (iv) no event has occurred or condition exists that, with the giving of notice, the passage of time, or both, would constitute a default by the Company or applicable Subsidiary, as the case may be, or, to the limitations knowledge of bankruptcy Lawsthe Company, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies. No Purchased Subsidiary or any of their Subsidiaries is, or will be, immediately following the Closing, nor to Seller’s knowledge is any other party theretounder any of the Material Contracts, in breach(v) neither the Company or applicable Subsidiary, violation as the case may be, nor, to the knowledge of the Company, any other party has waived, or default in extended the time for the performance of, any material respect obligations under any such the Material Contract. None Contracts and (vi) neither the execution of this Agreement nor the consummation of the Purchased Subsidiaries Offer or their Subsidiaries has received or given any written or to Seller’s knowledge, oral notice or claim of any material breach or violation of, or the Merger shall (A) constitute a default under, (B) give rise to cancellation rights under, (C) require the giving of notice to any Material Contract. The Purchased Subsidiaries and their Subsidiaries have not received or given third party under, (D) require the consent of any writtencounterparty under, or to Seller’s knowledge, oral notice (E) otherwise adversely affect any of an intention to terminate, not renew the rights of the Company or challenge the validity or enforceability of, or to request a material refund (other than refunds accounted for in the Financial Statements) any Subsidiary under, any Material Contract. (c) The Purchased Subsidiaries have made available to Buyer copies of all Material Contracts.

Contracts and Commitments. (a) Schedule 3.08 3.09(a) sets forth a true, correct and complete list as of the date of this Agreement of each Contract of the following types of Contracts to which any Purchased Subsidiary Trilogy Party or any of its Subsidiaries is a party or by which it is boundparty: (i) for all Contracts evidencing any obligations of the purchase Company or any of materials, supplies, goods, services, equipment or other assets (other than purchase orders or Contracts for services in the ordinary course of business) which (A) has resulted in payments during the period from January 1, 2010 to October 31, 2010 or (B) pursuant to its terms, requires payments to be made during the twelve months immediately following October 31, 2010, in each case, of at least $275,000 by the Purchased Subsidiaries and/or their Subsidiaries or, with respect to the Indian Companyissuance, sale, repurchase or redemption of at least $100,000any Equity Interests of the Company or any of its Subsidiaries; (ii) for all collective bargaining agreements or Contracts with any labor union with respect to employees of the sale by any Purchased Subsidiary Company or any of its Subsidiaries of materials, supplies, goods, services, equipment and any such agreements currently in negotiation or other assets that (A) has generated billed revenue during the period from January 1, 2010 to October 31, 2010 or (B) pursuant to its terms, requires the counterparty to such Contract to make payments of billed revenue during the twelve month period immediately following October 31, 2010, in each case, of at least $275,000 to such Purchased Subsidiary or its Subsidiaries or, with respect to the Indian Company, at least $100,000proposed; (iii) that is a note, debenture, bond, equipment trust, letter all Contracts for capital expenditures or the acquisition of credit, loan or other Contract representing Indebtedness for Borrowed Money or lending fixed assets in excess of money (other than to employees for travel expenses in the ordinary course of business) or between and among the Purchased Subsidiaries or their Subsidiaries, or otherwise is an agreement or arrangement for a line of credit or guarantee, pledge or undertaking of the Indebtedness of any other Person (other than a Purchased Subsidiary or its Subsidiaries)$5,000,000; (iv) that is all Contracts for the employment of any officer, individual employee or other person on a collective bargaining full-time, part-time or similar labor agreementconsulting basis in each case providing for compensation in excess of $100,000 and any such agreements currently in negotiation or proposed (each an “Employment Agreement”); (v) that is an agreement by which all Contracts relating to Indebtedness or to mortgaging, pledging or otherwise placing a Lien (other than Permitted Liens except any Permitted Liens described in clause (ix) of the use definition thereof) on any assets of the Company or any of its Subsidiaries; (vi) all guarantees of any Intellectual Property material to the Business is licensed obligation for Indebtedness or other guaranty of performance relating to any Person other than the Company or any of its Subsidiaries; (vii) all Contracts, including any management agreement, under which the Company or any of its Subsidiaries is lessee of or holds, manages or operates any real or personal property owned by any other Person, for which the annual contract payments exceed $1,000,000, or under which there are any material outstanding obligations; (viii) all Contracts under which the Company or any of its Subsidiaries is lessor of or permits any third party to hold, manage or operate any property, real or personal, for which the annual contract payments exceed $1,000,000; (ix) all Contracts or any group of related Contracts with the same Person (and its Affiliates) which provide, or would reasonably be expected to provide, for payments in excess of $1,000,000 in the calendar year ending on December 31, 2015; (x) all Contracts that (A) prohibit the Company or any of its Subsidiaries from freely engaging in business anywhere in the world (other than licenses granted by than, for the Purchased Subsidiaries avoidance of doubt, any Lease or their Subsidiaries any agreement to any customer of the Purchased Subsidiaries and their Subsidiaries keep information confidential entered into in the ordinary course of business); , (viB) that is provide for “most favored nations” terms or establish an agreement by which exclusive sale or purchase obligation with respect to any Purchased Subsidiary product or their Subsidiaries licenses from another Person the use geographic area or (C) contain a “right of first offer” or “right of first refusal” on behalf of any Intellectual Property material other Person to acquire the Business (other than agreements for commercially available software that is not incorporated into the Pinnacle software and redistributed to customers or clients by the Purchased Subsidiary or their Subsidiaries and having a replacement cost and annual license fee as of October 31, 2010 of less than $275,000); (vii) that relates to the formation, creation, operation, management or control of any joint venture, partnership or limited liability company; (viii) that is with any customer of any Purchased Subsidiary Company or any of its Subsidiaries that provides for any “most favored nation” pricing or any other similar pricing; (ix) that is an agreement that confers to any customer of the Purchased Subsidiaries assets or their Subsidiaries any ownership of any material software (including source code) or other material Intellectual Property owned or developed by or on behalf of the Purchased Subsidiaries or their Subsidiaries; (x) that contains a covenant not to compete that limits the conduct of the Businessbusiness thereof; (xi) that provides for all Contracts pursuant to which payments by the acquisition Company or disposition any of its Subsidiaries will be required to an employee or service provider of the Company or any business (whether by merger, sale of stock or assets or otherwise) or issuance their Subsidiaries in connection with the consummation of any Securities at any time since January 1, 2009the Contemplated Transactions; (xii) that is entered into with (a) Seller, (b) any Affiliate of Seller all Contracts pursuant to which the Company or (c) any employee, officer or director of the Purchased Subsidiaries, any of their its Subsidiaries has acquired or Seller; ordisposed of any properties or other assets with a value in excess of $1,000,000 or which contains material indemnification, earn-out or other outstanding obligations; (xiii) that is all Contracts for any joint venture or partnership with any Person (other than a wholly-owned Subsidiary of the Company); (xiv) all Contracts relating to any Related Party Transactions; (xv) any stock option, stock purchase, stock appreciation plan or other equity or equity-based arrangement; (xvi) all Contracts relating to the licensing of Company Intellectual Property by the Company or any of its Subsidiaries to a third party or of any material amendment Intellectual Property by a third party to the Company or material modification any of its Subsidiaries (except for licenses of commercially available off-the-shelf software which require a payment of less than $100,000 per year); (xvii) all Contracts under which the Company or any of its Subsidiaries has advanced or loaned an amount to any Person (other than Related Party Transactions), other than trade credit in the ordinary course of business; (xviii) all Contracts entered into since January 1, 2011 involving any resolution or settlement of any actual or threatened Action or other dispute which has a value greater than $1,000,000 or imposes any continuing obligations on any of the foregoing currently in effectCompany or any of its Subsidiaries, including injunctive or other non-monetary relief; (xix) all Contracts to which a physician or an “immediate family member” of a physician (as such term is defined for purposes of the ▇▇▇▇▇ Law) is a party, whether or not such agreement relates to medical services (each, a “Physician Contract”); (xx) all Contracts with Key Suppliers; (xxi) all Contracts with a health care provider involving annual amounts exceeding $100,000, including, without limitation, hospitals, hospice providers, home health providers and therapy providers; (xxii) any Contract with a Governmental Entity; and (xxiii) all Contracts pursuant to which the Company of any of its Subsidiaries has the right to acquire or lease any additional parcel of real property (i.e., any parcel of property not constituting a part of Owned Real Property or Leased Real Property as of the date hereof). Each such Contract The Contracts described in the foregoing clauses “(i) through (xviii)” through “(xiii)” above is described in Schedule 3.08(a) and , whether entered into prior to, on or after the date hereof, are collectively referred to herein as a “Material ContractCompany Contracts.”” For the avoidance of doubt, this Section 3.09(a) does not require the listing of any Contract solely between or among the Company or one or more of its wholly-owned Subsidiaries, on the one hand (other than any Contracts with OpCo Finance, PRO LLC, the EIK or their respective Subsidiaries after giving effect to the Contemplated Transactions), and one or more of the wholly-owned Subsidiaries of the Company, on the other hand, or any Lease (which Leases are addressed in Section 3.07). (b) Each Material Contract is, and immediately following the Closing will be, valid, binding and in full force and effect and enforceable in accordance with its terms with respect to any Purchased Subsidiary or any of their Subsidiaries party thereto and, to Seller’s knowledge, each other party to such Contract, in each case subject Prior to the limitations of bankruptcy Lawsdate hereof, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies. No Purchased Subsidiary or any of their Subsidiaries isCompany has provided to the Purchaser, or will behave provided the Purchaser access through an electronic dataroom to, immediately following the Closinga true, nor to Seller’s knowledge is any correct and complete copy of all Company Contracts, together with all material amendments, waivers or other party changes thereto, as in breach, violation or default in any material respect under any such Material Contract. None effect as of the Purchased Subsidiaries or their Subsidiaries has received or given any written or to Seller’s knowledge, date hereof. There are no oral notice or claim of any material breach or violation of, or default under, any Material Contract. The Purchased Subsidiaries and their Subsidiaries have not received or given any written, or to Seller’s knowledge, oral notice of an intention to terminate, not renew or challenge the validity or enforceability of, or to request a material refund (other than refunds accounted for in the Financial Statements) under, any Material ContractCompany Contracts. (c) The Purchased Except as set forth on Schedule 3.09(c), (a) all of the Company Contracts are valid, binding, in full force and effect, and enforceable in all material respects by the Company and its Subsidiaries have made available against the parties thereto in accordance with their respective terms, (b) to Buyer copies the Company’s Knowledge, no party thereto has asserted that any such Company Contract is invalid or unenforceable, and (c) to the Company’s Knowledge, no party has given written notice of all Material Contractsany intent to amend or terminate any Company Contract or of any material dispute with respect to any Company Contract. Except as set forth on Schedule 3.09(c), neither the Company nor any of its Subsidiaries that is party to a Company Contract is in material breach or default thereunder and, to the Company’s Knowledge, no other party to any Company Contract is in material breach or default thereunder, and to the Company’s Knowledge, no event has occurred that (with or without notice, lapse of time or both) would constitute a material breach or default under any Company Contract.

Contracts and Commitments. (a) Except as expressly contemplated by this Agreement or as disclosed in the Issuer SEC Reports filed prior to the date of this Agreement or on the attached Contracts Schedule 3.08 sets forth a list of each Contract to which or the attached Employee Benefits Schedule or the attached Real Property Schedule, neither the Issuer nor any Purchased Subsidiary or any of its Subsidiaries is a party to or bound by which it is boundany written or oral: (i) for the pension, profit sharing, stock option, employee stock purchase of materials, supplies, goods, services, equipment or other assets (plan or arrangement providing for deferred or other than purchase orders compensation to employees or Contracts for services in the ordinary course of business) which (A) has resulted in payments during the period from January 1any other employee benefit plan or arrangement, 2010 to October 31or any collective bargaining agreement or any other contract with any labor union, 2010 or (B) pursuant to its termsseverance agreements, requires payments to be made during the twelve months immediately following October 31programs, 2010, in each case, of at least $275,000 by the Purchased Subsidiaries and/or their Subsidiaries or, with respect to the Indian Company, of at least $100,000policies or arrangements; (ii) contract for the sale by employment of any Purchased Subsidiary or any of its Subsidiaries of materialsofficer, supplies, goods, services, equipment individual employee or other assets that (A) has generated billed revenue during the period from January 1Person on a full-time, 2010 part-time, consulting or other basis providing annual compensation in excess of $100,000 or contract relating to October 31loans to officers, 2010 directors or (B) pursuant to its terms, requires the counterparty to such Contract to make payments of billed revenue during the twelve month period immediately following October 31, 2010, in each case, of at least $275,000 to such Purchased Subsidiary or its Subsidiaries or, with respect to the Indian Company, at least $100,000Affiliates; (iii) that is a note, debenture, bond, equipment trust, letter of credit, loan contract under which the Issuer or other Contract representing Indebtedness for Borrowed Money Subsidiary has advanced or lending of money (other than to employees for travel expenses in the ordinary course of business) or between and among the Purchased Subsidiaries or their Subsidiaries, or otherwise is an agreement or arrangement for a line of credit or guarantee, pledge or undertaking of the Indebtedness of loaned any other Person (other than a Purchased Subsidiary or its Subsidiaries)amounts in the aggregate exceeding $250,000; (iv) that is agreement or indenture relating to borrowed money or other Indebtedness or the mortgaging, pledging or otherwise placing a collective bargaining Lien on any material asset or similar labor agreementmaterial group of assets of the Issuer and/or its Subsidiaries; (v) that is an agreement by which the use guarantee of any Intellectual Property material to the Business is licensed to any Person obligation in excess of $100,000 (other than licenses granted by the Purchased Subsidiaries Issuer of a wholly-owned Subsidiary's debts or their Subsidiaries to any customer a guarantee by a Subsidiary of the Purchased Subsidiaries and their Subsidiaries Issuer's debts or of another wholly-owned Subsidiary's debts) other than in connection with the ordinary course of business)Credit Agreement; (vi) that lease or agreement under which the Issuer or any Subsidiary is an agreement lessee of or holds or operates any personal property owned by any other party, except for any lease of personal property under which any Purchased Subsidiary or their Subsidiaries licenses from another Person the use of any Intellectual Property material to the Business (other than agreements for commercially available software that is aggregate annual rental payments do not incorporated into the Pinnacle software and redistributed to customers or clients by the Purchased Subsidiary or their Subsidiaries and having a replacement cost and annual license fee as of October 31, 2010 of less than exceed $275,000)50,000; (vii) that relates lease or agreement under which the Issuer or any Subsidiary is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by the formationIssuer or any Subsidiary, creation, operation, management or control of any joint venture, partnership or limited liability companyrespectively; (viii) that is contract or group of related contracts with any customer the same party or group of any Purchased Subsidiary or any affiliated parties the performance of its Subsidiaries that provides for any “most favored nation” pricing or any other similar pricingwhich involves consideration in excess of $250,000; (ix) that is an assignment, license, indemnification or agreement that confers with respect to any customer of the Purchased Subsidiaries or their Subsidiaries material intangible property (including, without limitation, any ownership of any material software (including source code) or other material Intellectual Property owned or developed by or on behalf of the Purchased Subsidiaries or their SubsidiariesRights); (x) that contains a covenant not express warranty agreement with respect to compete that limits the conduct of the Businessits services rendered or its products sold or leased; (xi) that provides for the acquisition or disposition of agreement under which it has granted any business Person any registration rights (whether by mergerincluding, sale of stock or assets or otherwise) or issuance of any Securities at any time since January 1without limitation, 2009demand and piggyback registration rights); (xii) that sales, distribution or franchise agreement the performance of which involves consideration in excess of $250,000; (xiii) agreement, the performance of which involves consideration in excess of $250,000, with a term of more than six months which is entered into with not terminable by the Issuer or any Subsidiary upon less than 30 days notice without penalty; (axiv) Seller, contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the world; (bxv) any Affiliate of Seller joint venture agreement or (c) other agreement pursuant to which the Issuer or any employeeSubsidiary has made, officer or director of any agreement governing the Purchased Subsidiaries, Issuer's or any of their Subsidiaries or SellerSubsidiary's investment in any other person; or (xiiixvi) that any other agreement which is material to its operations and business prospects or involves a material amendment or material modification to any consideration in excess of the foregoing currently in effect. Each such Contract described in clauses “(i)” through “(xiii)” above is described in Schedule 3.08(a) and referred to herein as a “Material Contract$250,000 annually.” (b) Each Material Contract isAll of the contracts, agreements and immediately following instruments set forth or required to be set forth on the Closing will be, Contracts Schedule are valid, binding and in full force and effect and enforceable in accordance with its terms their respective terms. Except as set forth on the Contracts Schedule, the Litigation Schedule, the Liabilities Schedule or the Real Property Schedule, the Issuer and each Subsidiary has performed all material obligations required to be performed by it under the contracts, agreements and instruments listed on the Contracts Schedule or required to be set forth 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 Issuer or any Subsidiary is subject and no event has occurred which with respect the passage of time or the giving of notice or both would result in a default, breach or event of noncompliance by the Issuer or any Subsidiary under any material contract, agreement or instrument to which the Issuer or any Subsidiary is subject; the Issuer has no present intention of not fully performing all such obligations; the Issuer has no knowledge of any breach or anticipated breach by the other parties to any Purchased material contract, agreement, instrument or commitment to which it is a party; and neither the Issuer nor any Subsidiary or any of their Subsidiaries party thereto and, to Seller’s knowledge, each other is a party to such Contract, in each case subject to any contract or commitment or group of contracts or commitments the limitations performance of bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies. No Purchased Subsidiary or any of their Subsidiaries is, or will be, immediately following the Closing, nor to Seller’s knowledge is any other party thereto, in breach, violation or default in any material respect under any such which could have a Material Contract. None of the Purchased Subsidiaries or their Subsidiaries has received or given any written or to Seller’s knowledge, oral notice or claim of any material breach or violation of, or default under, any Material Contract. The Purchased Subsidiaries and their Subsidiaries have not received or given any written, or to Seller’s knowledge, oral notice of an intention to terminate, not renew or challenge the validity or enforceability of, or to request a material refund (other than refunds accounted for in the Financial Statements) under, any Material ContractAdverse Effect. (c) The Purchased Subsidiaries have made Upon request, the Issuer will make available to Buyer copies the Purchasers a true and correct copy of each of the written instruments, plans, contracts and agreements and an accurate description of each of the oral arrangements, contracts and agreements which are listed on, referred to or required to be listed on or referred to on the Contracts Schedule or the Employee Benefits Schedule, together with all Material Contractsamendments, waivers or other changes thereto.

Contracts and Commitments. (a) Except as set forth on Schedule 3.08 sets forth a list 3.14(a) of each Contract to which any Purchased Subsidiary or the Company Disclosure Schedule, none of the Company, the Company Subsidiaries nor any of its Subsidiaries the entities listed on Schedule 3.1(b) of the Company Disclosure Schedule is a party to or bound by which it is boundany of the following: (i) any Contract that provides for post-employment or post-consulting liabilities or obligations, including severance pay; (ii) any Contract under which payments or obligations will be increased, accelerated or vested by the occurrence (whether alone or in conjunction with any other event) of any of the transactions contemplated by this Agreement, including the Merger, or under which the value of the payments or obligations will be calculated on the basis of any of the transactions contemplated by this Agreement, including the Merger, whether pursuant to a change in control or otherwise; (iii) any Contract currently in force relating to the disposition or acquisition of assets where the fair market value of such assets exceeds $100,000, in each case other than inventory sold in the ordinary course of business; (iv) any Contract relating to an ownership interest in any corporation, partnership, joint venture or other business enterprise or Person, excluding wholly-owned Company Subsidiaries; (v) any Contract for the purchase of materials, supplies, goods, equipment or services, equipment under which the aggregate payments made to one party or other assets (other than purchase orders or Contracts for services in the ordinary course group of business) which (A) has resulted in payments related parties during the period from January 1past twelve (12) months exceeded, 2010 or for the following twelve (12) months is expected to October 31exceed, 2010 or (B) pursuant to its terms, requires payments to be made during the twelve months immediately following October 31, 2010, in each case, of at least $275,000 by the Purchased Subsidiaries and/or their Subsidiaries or, with respect to the Indian Company, of at least $100,000; (iivi) for any Contract relating to the sale guarantee (whether absolute or contingent) by any Purchased Subsidiary the Company or any of its the Company Subsidiaries of materials, supplies, goods, services, equipment or other assets that (A) has generated billed revenue during the period from January 1, 2010 to October 31, 2010 or (B) pursuant to its terms, requires the counterparty to such Contract to make payments of billed revenue during the twelve month period immediately following October 31, 2010, in each case, of at least $275,000 to such Purchased Subsidiary or its Subsidiaries or, with respect to the Indian Company, at least $100,000; (iii) that is a note, debenture, bond, equipment trust, letter of credit, loan or other Contract representing Indebtedness for Borrowed Money or lending of money (other than to employees for travel expenses in the ordinary course of business) or between and among the Purchased Subsidiaries or their Subsidiaries, or otherwise is an agreement or arrangement for a line of credit or guarantee, pledge or undertaking of the Indebtedness performance of any other Person (other than the Company or a Purchased Subsidiary wholly-owned Company Subsidiary) or its Subsidiaries); (ivB) that is a collective bargaining the whole or similar labor agreement; (v) that is an agreement by which any part of the use indebtedness or liabilities of any Intellectual Property material to the Business is licensed to any other Person (other than licenses granted by the Purchased Subsidiaries Company or their Subsidiaries to any customer of the Purchased Subsidiaries and their Subsidiaries in the ordinary course of business); (vi) that is an agreement by which any Purchased Subsidiary or their Subsidiaries licenses from another Person the use of any Intellectual Property material to the Business (other than agreements for commercially available software that is not incorporated into the Pinnacle software and redistributed to customers or clients by the Purchased Subsidiary or their Subsidiaries and having a replacement cost and annual license fee as of October 31, 2010 of less than $275,000wholly-owned Company Subsidiary); (vii) that relates any Contract relating to the formationindemnification by the Company of its officers, creationdirectors, operation, management managers or control of any joint venture, partnership or limited liability companyagents; (viii) that is with any customer material Contract of any Purchased Subsidiary indemnification or any of its Subsidiaries that provides for any “most favored nation” pricing or any other similar pricingguaranty; (ix) that is any power of attorney authorizing the incurrence of an agreement that confers to any customer obligation on the part of the Purchased Subsidiaries Company or their Subsidiaries any ownership of any material software (including source code) or other material Intellectual Property owned or developed by or on behalf of the Purchased Subsidiaries or their Company Subsidiaries; (x) that contains a covenant not to compete that any Contract which limits or restricts (A) where the conduct Company or any of the BusinessCompany Subsidiaries may conduct business, (B) the type or lines of business (current or future) in which the Company or any of the Company Subsidiaries may engage or (C) any acquisition of assets or stock (tangible or intangible) by the Company or any of the Company Subsidiaries; (xi) that provides any Contract under which the aggregate payments or receipts for the acquisition past twelve (12) months exceeded, or disposition of any business for the following twelve (whether by merger12) months is expected to exceed, sale of stock or assets or otherwise) or issuance of any Securities at any time since January 1, 2009$100,000; (xii) that is entered into any Contract for the borrowing or lending of money, or the availability of credit (except credit extended by the Company or any of the Company Subsidiaries to customers in the ordinary course of business and consistent with past practice); (a) Seller, (bxiii) any Affiliate Contract relating to any hedging, option (other than options granted to service providers in connection with the performance of Seller services), derivative or other similar transaction and any foreign exchange position or contract for the exchange of currency; (cxiv) any employee, officer or director collective bargaining agreements; (xv) any Contract relating to the employment of individuals who serve as officers of the Purchased Subsidiaries, any of their Subsidiaries or SellerCompany; or (xiiixvi) any Contract that is would otherwise be required to be filed as an exhibit to a material amendment or material modification to any periodic report under the Exchange Act, as provided by Item 601 of Regulation S-K promulgated under the Exchange Act. Each Contract of the foregoing currently in effect. Each such Contract type described in clauses “(i)” through “(xiii)” above is described in Schedule 3.08(athis Section 3.14(a) and in existence as of the date hereof is referred to herein as a “Material Company Contract”.” (b) An accurate and complete copy of each Company Contract (including all amendments thereto) has been made available to Parent. (c) Neither the Company nor any of the Company Subsidiaries, nor, to the knowledge of the Company, any other party to a Company Contract, is in material breach, violation or default under, or has received written notice that it has breached, violated or defaulted under (nor, to the knowledge of the Company, does there exist any condition under which, with the passage of time or the giving of notice or both, would reasonably be expected to cause such a breach, violation or default under), any Company Contract material to the Company’s operation of its business. (d) Each Material Company Contract is, and immediately following the Closing will be, is a valid, binding and in full force enforceable obligation of the Company and effect and enforceable any applicable Company Subsidiary and, to the knowledge of the Company, of the other party or parties thereto, in accordance with its terms with respect to any Purchased Subsidiary or any of their Subsidiaries party thereto and, to Seller’s knowledge, each other party to such Contractand is in full force and effect, in each case subject except to the limitations of bankruptcy Lawsextent enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws laws affecting creditors’ rights and generally or by general equitable principles or by principles of good faith and fair dealing (regardless of whether enforcement is sought in equity affecting the availability of specific performance and other equitable remedies. No Purchased Subsidiary or any of their Subsidiaries is, or will be, immediately following the Closing, nor to Seller’s knowledge is any other party thereto, in breach, violation or default in any material respect under any such Material Contract. None of the Purchased Subsidiaries or their Subsidiaries has received or given any written or to Seller’s knowledge, oral notice or claim of any material breach or violation of, or default under, any Material Contract. The Purchased Subsidiaries and their Subsidiaries have not received or given any written, or to Seller’s knowledge, oral notice of an intention to terminate, not renew or challenge the validity or enforceability of, or to request a material refund (other than refunds accounted for in the Financial Statements) under, any Material Contractat law). (c) The Purchased Subsidiaries have made available to Buyer copies of all Material Contracts.

Contracts and Commitments. (a) Schedule 3.08 sets 5.18 hereto (with paragraph references corresponding to those set forth below) contains a true and complete list of each Contract of the following contracts (true and complete copies or, if none, reasonably complete and accurate written descriptions of which, together with all amendments and supplements thereto, have been delivered or made available to PMCT), to which any Purchased Subsidiary STH or any of its the STH Subsidiaries is a party or by which it any Hotel is bound: (i) all contracts providing for the purchase management of materials, supplies, goods, services, equipment or other assets (other than purchase orders or Contracts for services in the ordinary course of business) which (A) has resulted in payments during the period from January 1, 2010 to October 31, 2010 or (B) pursuant to its terms, requires payments to be made during the twelve months immediately following October 31, 2010, in each case, of at least $275,000 by the Purchased Subsidiaries and/or their Subsidiaries or, with respect to the Indian Company, of at least $100,000Hotels; (ii) for all franchise agreements (the sale by any Purchased Subsidiary or any of its Subsidiaries of materials, supplies, goods, services, equipment or other assets that (A) has generated billed revenue during the period from January 1, 2010 to October 31, 2010 or (B) pursuant to its terms, requires the counterparty to such Contract to make payments of billed revenue during the twelve month period immediately following October 31, 2010, in each case, of at least $275,000 to such Purchased Subsidiary or its Subsidiaries or, with respect to the Indian Company, at least $100,000"Franchise Agreements"); (iii) that is a note, debenture, bond, equipment trust, letter of credit, loan or other Contract representing Indebtedness for Borrowed Money or lending of money (other than to employees for travel expenses in the ordinary course of business) or between and among the Purchased Subsidiaries or their Subsidiaries, or otherwise is an agreement or arrangement all material contracts providing for a line commitment of credit employment or guarantee, pledge consultation services for a specified or undertaking of the Indebtedness of any other Person (other than a Purchased Subsidiary or its Subsidiaries)unspecified term; (iv) that is a all contracts with any person containing any provision or covenant prohibiting or materially limiting the ability of STH or any of the STH Subsidiaries to engage in any business activity or to compete with any person; (v) all partnership, joint venture, stockholders' or other similar contracts with any person; (vi) all notes, debentures, bonds and other evidence of indebtedness which are secured or collateralized by mortgages, deeds of trust or other security interests in any Hotel or any personal property of STH or any of the STH Subsidiaries; (vii) all contracts relating to any business combination; (viii) all contracts between or among STH or any of the STH Subsidiaries, on the one hand, and any of their stockholders or affiliates, on the other hand; (ix) all collective bargaining or similar labor agreement; (v) that is an agreement by which the use of any Intellectual Property material to the Business is licensed to any Person (other than licenses granted by the Purchased Subsidiaries or their Subsidiaries to any customer of the Purchased Subsidiaries and their Subsidiaries in the ordinary course of business); (vi) that is an agreement by which any Purchased Subsidiary or their Subsidiaries licenses from another Person the use of any Intellectual Property material to the Business (other than agreements for commercially available software that is not incorporated into the Pinnacle software and redistributed to customers or clients by the Purchased Subsidiary or their Subsidiaries and having a replacement cost and annual license fee as of October 31, 2010 of less than $275,000); (vii) that relates to the formation, creation, operation, management or control of any joint venture, partnership or limited liability company; (viii) that is with any customer of any Purchased Subsidiary or any of its Subsidiaries that provides for any “most favored nation” pricing or any other similar pricing; (ix) that is an agreement that confers to any customer of the Purchased Subsidiaries or their Subsidiaries any ownership of any material software (including source code) or other material Intellectual Property owned or developed by or on behalf of the Purchased Subsidiaries or their Subsidiaries;contracts; and (x) all other contracts that contains a covenant not involve the annual payment or potential annual payment pursuant to compete that limits the conduct terms of the Business; (xi) that provides for the acquisition such contract, by or disposition of any business (whether by merger, sale of stock to STH or assets or otherwise) or issuance of any Securities at any time since January 1, 2009; (xii) that is entered into with (a) Seller, (b) any Affiliate of Seller or (c) any employee, officer or director of the Purchased Subsidiaries, any of their Subsidiaries or Seller; or (xiii) that is a material amendment or material modification to any of the foregoing currently STH Subsidiaries of more than $25,000 or aggregate payments in effect. Each such Contract described in clauses “excess of $300,000 that will not (i)” through “A) be fully performed on or prior to the Effective Time, (xiii)” above is described in Schedule 3.08(aB) expire by their terms within 90 days following the Effective Time, or (C) be cancelable by the Surviving Entity, without penalty, upon not more than 30 days notice, including, without limitation, all leases, contracts for purchase and referred to herein as a “Material Contractsale of assets, advance booking contracts and banquet contracts.” (b) Each Material Contract is, and immediately following the Closing will be, valid, binding and contract required to be disclosed on Schedule 5.18 is in full force and effect and constitutes a legal, valid and binding agreement, enforceable in accordance with its terms with respect to any Purchased Subsidiary or and, except as disclosed on Schedule 5.18, neither STH, any of their the STH Subsidiaries party thereto andnor, to Seller’s knowledgethe knowledge of STH, each any other party to such Contractcontract is in violation, in each case subject to the limitations of bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies. No Purchased Subsidiary or any of their Subsidiaries is, or will be, immediately following the Closing, nor to Seller’s knowledge is any other party thereto, in breach, violation breach or default in any material respect under any such Material Contract. None of the Purchased Subsidiaries contract (or their Subsidiaries has received or given any written or to Seller’s knowledge, oral with notice or claim lapse of any material time or both would be in violation, breach or violation ofdefault under any such contract), the effect of which, individually or default under, any Material Contract. The Purchased Subsidiaries and their Subsidiaries have not received or given any written, or to Seller’s knowledge, oral notice of an intention to terminate, not renew or challenge the validity or enforceability of, or to request a material refund (other than refunds accounted for in the Financial Statements) underaggregate, any could reasonably be expect to result in an STH Material ContractAdverse Effect. (c) The Purchased Subsidiaries have made available Franchise Agreements disclosed on Schedule 5.18 constitute all of the franchise or similar agreements necessary to Buyer copies operate and manage the Hotels and neither STH nor any STH Subsidiary has received any notice or has any knowledge of all Material Contractsan event of default or termination or proposed termination under any such Franchise Agreement.

Contracts and Commitments. (a) Excluding this Agreement, Schedule 3.08 3.14(a) sets forth a list of each Contract all of the following Contracts to which any Purchased Subsidiary or any of its Subsidiaries a Cobalt Company is a party or by which it is bound:otherwise bound (collectively, “Material Contracts”): (i1) Contracts for the purchase employment of materialsany officer, suppliesindividual employee, goods, services, equipment or other assets (Person or entity on a full-time, part-time, consulting or other basis, other than purchase orders on an at-will basis with no severance or notice requirements, any Contracts providing severance or other termination benefits for services any such Person, or any Contract relating to loans to or from executive officers, directors or Affiliates other than immaterial advances to such Persons made by a Cobalt Company in the ordinary course of business; (2) which Contracts requiring payment, or being reasonably likely to result in payment, by any party to the Contract of more than $150,000 annually or with a term of more than three years, other than (Afor purposes of this subclause (2)) has resulted in payments during any such Contract for the period sale of inventory by a Cobalt Company to a dealer or distributor or for the purchase of inventory by a Cobalt Company from January 1, 2010 to October 31, 2010 or (B) pursuant to its terms, requires payments to be made during the twelve months immediately following October 31, 2010a supplier, in each case, in the ordinary course of at least $275,000 by business (provided that, notwithstanding the Purchased Subsidiaries and/or their Subsidiaries orforegoing, any such Contract with respect to the Indian Company, of at least $100,000a supplier shall nonetheless be deemed a Material Contract); (ii3) for the sale by any Purchased Subsidiary or any of its Subsidiaries of materials, supplies, goods, services, equipment or other assets that Contracts relating to (A) has generated billed revenue during Indebtedness of the period from January 1, 2010 to October 31, 2010 Cobalt Companies (including the borrowing of money) or (B) pursuant to its termsthe mortgaging, requires the counterparty to such Contract to make payments pledging, or otherwise placing a Lien on any asset or group of billed revenue during the twelve month period immediately following October 31, 2010, in each case, assets of at least $275,000 to such Purchased Subsidiary or its Subsidiaries or, with respect to the Indian any Cobalt Company, at least $100,000other than Permitted Liens; (iii4) that is a note, debenture, bond, equipment trust, letter Contracts relating to the lending or investing of credit, loan or other Contract representing Indebtedness for Borrowed Money or lending of money (funds other than immaterial advances to directors, managers, or employees for travel expenses made by a Cobalt Company in the ordinary course of business) or between and among the Purchased Subsidiaries or their Subsidiaries, or otherwise is an agreement or arrangement for a line of credit or guarantee, pledge or undertaking of the Indebtedness of any other Person (other than a Purchased Subsidiary or its Subsidiaries); (iv5) Leases or other Contracts under which it is lessee of or holds or operates any property, real or personal, owned by any other party; (6) Leases or other Contracts under which it is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by it; (7) Contracts involving Intellectual Property Rights that are material to any Cobalt Company (including, for clarity, Contracts that include an assignment, license, indemnification or agreement with respect to any such Intellectual Property Rights), excluding (A) non-disclosure agreements entered into the ordinary course of business that provided only limited rights to use and evaluate the confidential information disclosed thereunder; (B) Contracts for a non-exclusive license to commercially available off-the-shelf software or firmware (including software provided as a service) licensed under standard terms and not exceeding $25,000 in cost in the aggregate; (C) non-exclusive licenses to vendors and service providers terminable at will by the Cobalt Company; and (D) contracts with employees covering Intellectual Property Rights created within the scope of their employment; (8) Contracts containing any covenant that in any way purports to restrict the right or freedom of any Cobalt Company to (A) engage in any business activity, (B) engage in any line of business or compete with any Person, (C) conduct any activity in any geographic area or (D) solicit any Person to enter into a business or employment relationship, or enter into such a relationship with any Person; (9) Contracts with any dealer, distributor, sales representative or supplier required to be listed on Schedule 3.24; (10) Contracts that involve a repurchase obligation with respect to products of the Cobalt Companies; (11) Contracts that relate to the development or joint development of any products of the Cobalt Companies, other than employment agreements with employees of the Cobalt Companies; (12) Contracts with any Insider; (13) Contracts involving the waiver, compromise, or settlement of any material right or Proceeding within the past three years or for which a Cobalt Company has not fully performed as of the date hereof; or (14) Contracts (A) that is provide for any exclusivity arrangements, that provides for unexpired rights of first or last offer or that includes a provision of the type commonly referred to as a “most-favored nations”, “of the essence”, or “key man” provision, (B) that provide for a collective bargaining agreement or similar Contract with any labor agreement; union, works council or other labor organization, (vC) that is an agreement by which the use require payments upon a “change of control” of any Intellectual Property Cobalt Company, (D) that are with a Governmental Authority, (E) that provide for material to indemnification obligations by the Business is licensed to Company of any Person (other than licenses granted by in the Purchased Subsidiaries ordinary course with respect to the sale of products or their Subsidiaries services of the Cobalt Companies), (F) involving the establishment of, contribution to, or operation of a joint venture, partnership or other similar arrangement or otherwise relating to any customer investment made in any other Person or other acquisition, (G) involving a merger, consolidation or business combination or (H) appointing any agent to act on behalf of the Purchased Subsidiaries and their Subsidiaries any Cobalt Company or granting any power of attorney by any Cobalt Company other than such appointments for international boat transfers in the ordinary course of business); (vi) that is an agreement by which any Purchased Subsidiary or their Subsidiaries licenses from another Person the use of any Intellectual Property material to the Business (other than agreements for commercially available software that is not incorporated into the Pinnacle software and redistributed to customers or clients by the Purchased Subsidiary or their Subsidiaries and having a replacement cost and annual license fee as of October 31, 2010 of less than $275,000); (vii) that relates to the formation, creation, operation, management or control of any joint venture, partnership or limited liability company; (viii) that is with any customer of any Purchased Subsidiary or any of its Subsidiaries that provides for any “most favored nation” pricing or any other similar pricing; (ix) that is an agreement that confers to any customer of the Purchased Subsidiaries or their Subsidiaries any ownership of any material software (including source code) or other material Intellectual Property owned or developed by or on behalf of the Purchased Subsidiaries or their Subsidiaries; (x) that contains a covenant not to compete that limits the conduct of the Business; (xi) that provides for the acquisition or disposition of any business (whether by merger, sale of stock or assets or otherwise) or issuance of any Securities at any time since January 1, 2009; (xii) that is entered into with (a) Seller, (b) any Affiliate of Seller or (c) any employee, officer or director of the Purchased Subsidiaries, any of their Subsidiaries or Seller; or (xiii) that is a material amendment or material modification to any of the foregoing currently in effect. Each such Contract described in clauses “(i)” through “(xiii)” above is described in Schedule 3.08(a) and referred to herein as a “Material Contract.” (b) Each Material Contract is, and immediately following the Closing will be, valid, binding and in full force and effect and enforceable in accordance with its terms with respect to any Purchased Subsidiary or any of their Subsidiaries party thereto and, to Seller’s knowledge, each other party to such Contract, in each case subject to the limitations of bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies. No Purchased Subsidiary or any of their Subsidiaries is, or will be, immediately following the Closing, nor to Seller’s knowledge is any other party thereto, in breach, violation or default in any material respect under any such Material Contract. None of the Purchased Subsidiaries or their Subsidiaries has received or given any written or to Seller’s knowledge, oral notice or claim of any material breach or violation of, or default under, any Material Contract. The Purchased Subsidiaries and their Subsidiaries have not received or given any written, or to Seller’s knowledge, oral notice of an intention to terminate, not renew or challenge the validity or enforceability of, or to request a material refund (other than refunds accounted for in the Financial Statements) under, any Material Contract. (c) The Purchased Subsidiaries have made available to Buyer copies of all Material Contracts.

Contracts and Commitments. (a) Except as set forth on Schedule 3.08 sets forth 6.09, none of the Acquired Companies is, as of the date hereof, a list of each Contract party to which any: (i) collective bargaining agreement; (ii) pension, profit sharing or retirement plan, other than any Purchased Subsidiary Multiemployer Plan or any Company Plan, whether or not set forth in Section 6.14 or the Schedules relating thereto; (iii) Contract for the employment of its Subsidiaries is any officer or individual employee on a party full-time basis providing for a base salary in excess of three hundred thousand dollars ($300,000) per annum, except for any such Contracts that are terminable upon notice of sixty (60) days or less by an Acquired Company without liability or financial obligation; (iv) agreement, indenture or other evidence of Indebtedness relating to the borrowing of money or to mortgaging, pledging or otherwise placing a Lien (other than a Permitted Lien set forth in clauses (i)-(vi) of the definition thereof) on any portion of the assets of the Acquired Companies; (v) guaranty of any obligation for borrowed money or other material guaranty; (vi) any individual lease or agreement under which it is bound: lessee of, or holds or operates any personal property owned by any other party, for which the rent exceeds two hundred and fifty thousand dollars (i$250,000) in a twelve (12) month period; (vii) lease or agreement under which it is lessor of or permits any third-party to hold or operate any property, real or personal, for which the purchase of materials, supplies, goods, services, equipment or other assets rent exceeds one hundred thousand dollars ($100,000) in a twelve (12) month period; (viii) other than purchase orders or Contracts for services entered into in the ordinary course of business, any Contracts with any customers or suppliers of the Acquired Companies, in each case involving consideration in excess of seven hundred fifty thousand dollars ($750,000); (ix) Contracts pursuant to which any of the Acquired Companies grants to a third-party, or a third-party grants to the Company or any of their Acquired Companies, a license, sublicense, right, consent, waiver, covenant or non-assertion with respect to any material Intellectual Property, in each case involving consideration in excess of $500,000 per annum, other than Contracts for the license of commercially available, off-the-shelf software available on standard terms; (x) Contracts that provide for (A) has resulted in payments during the period from January 1creation or development by any Acquired Company for any other Person, 2010 to October 31or for any Acquired Company by any other Person, 2010 of material Intellectual Property (including any joint development), or (B) pursuant to its terms, requires payments to be made during the twelve months immediately following October 31, 2010, in each case, of at least $275,000 by the Purchased Subsidiaries and/or their Subsidiaries or, with respect to the Indian Company, of at least $100,000; (ii) for the sale by any Purchased Subsidiary or any of its Subsidiaries of materials, supplies, goods, services, equipment assignment or other assets that (A) has generated billed revenue during the period transfer to any Acquired Company from January 1, 2010 to October 31, 2010 or (B) pursuant to its terms, requires the counterparty to such Contract to make payments of billed revenue during the twelve month period immediately following October 31, 2010, in each case, of at least $275,000 to such Purchased Subsidiary or its Subsidiaries or, with respect to the Indian Company, at least $100,000; (iii) that is a note, debenture, bond, equipment trust, letter of credit, loan or any other Contract representing Indebtedness for Borrowed Money or lending of money (other than to employees for travel expenses in the ordinary course of business) or between and among the Purchased Subsidiaries or their SubsidiariesPerson, or otherwise is an agreement or arrangement for a line of credit or guarantee, pledge or undertaking of the Indebtedness of from any Acquired Company to any other Person (other than a Purchased Subsidiary or its Subsidiaries); (iv) that is a collective bargaining or similar labor agreement; (v) that is an agreement by which the use of any Intellectual Property material to the Business is licensed to any Person (other than licenses granted by the Purchased Subsidiaries or their Subsidiaries to any customer of the Purchased Subsidiaries and their Subsidiaries in the ordinary course of business); (vi) that is an agreement by which any Purchased Subsidiary or their Subsidiaries licenses from another Person the use of any Intellectual Property material to the Business (other than agreements for commercially available software that is not incorporated into the Pinnacle software and redistributed to customers or clients by the Purchased Subsidiary or their Subsidiaries and having a replacement cost and annual license fee as of October 31Person, 2010 of less than $275,000); (vii) that relates to the formation, creation, operation, management or control of any joint venture, partnership or limited liability company; (viii) that is with any customer of any Purchased Subsidiary or any of its Subsidiaries that provides for any “most favored nation” pricing or any other similar pricing; (ix) that is an agreement that confers to any customer of the Purchased Subsidiaries or their Subsidiaries any ownership of any material software (including source code) or other material Intellectual Property owned or developed by or on behalf of the Purchased Subsidiaries or their Subsidiaries; (x) that contains a covenant not to compete that limits the conduct of the Business; Property; (xi) that provides for Contracts prohibiting or restricting in any respect the ability of any Acquired Company to engage in any business, to operate in any geographical area or to compete with any Person; (xii) Contracts relating to the acquisition or disposition of any business (whether by merger, sale of stock or stock, sale of assets or otherwise) or issuance of any Securities at any time since January 1, 2009; (xii) that is Person or material assets or line of business entered into during the past three (3) years or the future acquisition or disposition (whether by merger, sale of stock, sale of assets or otherwise) of any Person or material assets or line of business; (xiii) each joint venture Contract, partnership agreement, limited liability company agreement, strategic alliance agreement or other similar Contract with a third party (a) Sellerinvolving any sharing of profits, revenues, fee income, losses, costs or liabilities or otherwise based in whole or in part on financial performance measures of the Acquired Companies, other than royalties and other fees paid under licenses entered into in the ordinary course of business or (b) pursuant to which the Acquired Companies have any Affiliate of Seller or ownership interest in any other Person (c) any employeein each case, officer or director other than with respect to wholly owned Subsidiaries of the Purchased SubsidiariesCompany); (xiv) Contracts providing for the grant of an option or a first-refusal, first-offer or similar preferential right to purchase, lease or acquire any material asset of their Subsidiaries the Acquired Companies; (xv) Contracts granting exclusivity, “most favored nations”, “take or Sellerpay” or similar rights, in each case involving consideration in excess of five hundred thousand dollars ($500,000); or (xiiixvi) Contract with any supplier (a) that is a sole source supplier to the Acquired Companies or (b) from which the Acquired Companies source substantially all of their supply of any material amendment product or service, except where the Acquired Companies would likely be able to replace such source of supply with a substitute supply without material modification to delay; (xvii) Contracts under which any of the foregoing benefits thereunder, to any Person party thereto, shall be increased, or the vesting of benefits of which shall be accelerated, solely by the consummation of the Transactions or the value of any of the benefits of which shall be calculated on the basis of any of the Transactions, excluding any Plan; (xviii) Contracts currently in effect. Each effect to which any present or former director, officer, employee, stockholder or holder of derivative securities of the Acquired Companies, or any member of any such Contract described in clauses “Person’s immediate family, or any entity owned or controlled by any such Person, is a party, excluding any Plans or other benefit or compensation plan or other plans, programs, policies, commitments or arrangements; (ixix) settlement or coexistence agreement with respect to any pending or threatened action (a) entered into within twelve (12) months prior to the date of this Agreement, other than settlement agreements for cash only (which has been paid) that does not exceed $200,000 as to such settlement or (b) with respect to which unsatisfied amounts or ongoing obligations remain outstanding; (xx) documents that may be required to be filed by the Company as an exhibit for a Form S-1 pursuant to Items 601(b)(1)” through “, (xiii2)” above is described in Schedule 3.08(a, (4), (9) or (10) of Regulation S-K under the Securities Act as if the Company was the registrant; and referred to herein as a “Material Contract(xxi) any written offer or proposal which, if accepted, would constitute any of the foregoing.” (b) Each Material Contract is, and immediately following of the Closing will be, valid, binding and Contracts listed or required to be listed on Schedule 6.09 is in full force and effect effect, and is the legal, valid and binding obligation of either the Company or a Subsidiary of the Company which is party thereto, and, to the Company’s knowledge, of the other parties thereto enforceable against each of them in accordance with its terms terms. Except as set forth on Schedule 6.09, no Acquired Company is in material default under any Contract listed or required to be listed on Schedule 6.09, and, to the Company’s knowledge, the other party to each of the Contracts listed or required to be listed on Schedule 6.09 is not in material default thereunder. Except as set forth on Schedule 6.09, 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 Subsidiary of the Company or, to the Company’s knowledge, any other party under any Contract listed or required to be listed on Schedule 6.09. To the knowledge of the Company, (i) no party to any Contract listed or required to be listed on Schedule 6.09 has exercised any termination rights with respect thereto, and (ii) no party has given written notice of any material dispute with respect to any Purchased Subsidiary Contract listed or any of their Subsidiaries party thereto and, required to Seller’s knowledge, each other party to such Contract, in each case subject to the limitations of bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies. No Purchased Subsidiary or any of their Subsidiaries is, or will be, immediately following the Closing, nor to Seller’s knowledge is any other party thereto, in breach, violation or default in any material respect under any such Material Contract. None of the Purchased Subsidiaries or their Subsidiaries has received or given any written or to Seller’s knowledge, oral notice or claim of any material breach or violation of, or default under, any Material Contractbe listed on Schedule 6.09. The Purchased Subsidiaries and their Subsidiaries have not received or given any written, or to Seller’s knowledge, oral notice of an intention to terminate, not renew or challenge the validity or enforceability of, or to request a material refund (other than refunds accounted for in the Financial Statements) under, any Material Contract. (c) The Purchased Subsidiaries have Company has made available to the Buyer true and correct copies of each Contract listed or required to be listed on Schedule 6.09, together with all Material Contractsmaterial amendments, modifications or supplements thereto.

Contracts and Commitments. (a) Schedule 3.08 sets forth a list The Disclosure Schedule, under the caption referencing this Section 3.12, lists the following contracts, whether oral or written, of each Contract an amount or value in excess of $25,000 (other than with respect to the contracts identified in clauses (v) and (viii) below, which shall be disclosed without regard for amount or value) to which any Purchased Subsidiary or any of its Subsidiaries the Company is a party or by and which it is bound:are in effect as of the date hereof (the “Contracts”): (i) all employment, agency or consulting agreements, all contracts or commitments providing for severance, termination or similar payments, including on a change of control of the Company; (ii) all contracts terminable by any other party thereto upon a change of control of the Company or upon the failure of the Company to satisfy financial or performance criteria specified in such contract as provided therein; (iii) all contracts between or among the Company, Seller or any affiliate of Seller, any member of the Executive Committee, officer, managing member or employee of the Company or any member of his or her immediate family or any entity affiliated with any such person relating in any way to the Company; (iv) all contracts relating to the performance and payment of any surety bond or letter of credit required to be maintained by the Company; (v) all confidentiality or non-disclosure agreements; (vi) all agreements or indentures relating to the borrowing of money or to mortgaging, pledging or otherwise placing a Lien on any of the assets of the Company; (vii) all contracts for the purchase provision of materialsthe Company’s services to any third party (a “Client”); (viii) all contracts containing exclusivity or noncompetition provisions or which would otherwise prohibit the Company from freely engaging in business anywhere in the world; (ix) all license agreements, supplies, goods, services, equipment transfer or joint-use agreements or other assets agreements providing for the payment or receipt of royalties or other compensation by the Company in connection with the Company Intellectual Property (as defined in Section 3.13 hereof); (x) all agreements providing for the development or use of any products, software or Intellectual Property by or for any third party; (xi) all agreements providing for the clearing by third parties of securities transactions effected or introduced by the Company; and (xii) any and all other than purchase orders or Contracts for services agreements of the Company not entered into in the ordinary course of business) which (A) has resulted in payments during the period from January 1, 2010 to October 31, 2010 business or (B) pursuant to its terms, requires payments to be made during the twelve months immediately following October 31, 2010, in each case, of at least $275,000 by the Purchased Subsidiaries and/or their Subsidiaries or, with respect to the Indian Company, of at least $100,000; (ii) for the sale by any Purchased Subsidiary or any of its Subsidiaries of materials, supplies, goods, services, equipment or other assets that (A) has generated billed revenue during the period from January 1, 2010 to October 31, 2010 or (B) pursuant to its terms, requires the counterparty to such Contract to make payments of billed revenue during the twelve month period immediately following October 31, 2010, in each case, of at least $275,000 to such Purchased Subsidiary or its Subsidiaries or, with respect to the Indian Company, at least $100,000; (iii) that is a note, debenture, bond, equipment trust, letter of credit, loan or other Contract representing Indebtedness for Borrowed Money or lending of money (other than to employees for travel expenses in the ordinary course of business) or between and among the Purchased Subsidiaries or their Subsidiaries, or otherwise is an agreement or arrangement for a line of credit or guarantee, pledge or undertaking of the Indebtedness of any other Person (other than a Purchased Subsidiary or its Subsidiaries); (iv) that is a collective bargaining or similar labor agreement; (v) that is an agreement by which the use of any Intellectual Property are material to the Business is licensed to any Person (other than licenses granted by the Purchased Subsidiaries business, financial condition, results of operation or their Subsidiaries to any customer prospects of the Purchased Subsidiaries and their Subsidiaries in the ordinary course of business); (vi) that is an agreement by which any Purchased Subsidiary or their Subsidiaries licenses from another Person the use of any Intellectual Property material to the Business (other than agreements for commercially available software that is not incorporated into the Pinnacle software and redistributed to customers or clients by the Purchased Subsidiary or their Subsidiaries and having a replacement cost and annual license fee as of October 31, 2010 of less than $275,000); (vii) that relates to the formation, creation, operation, management or control of any joint venture, partnership or limited liability company; (viii) that is with any customer of any Purchased Subsidiary or any of its Subsidiaries that provides for any “most favored nation” pricing or any other similar pricing; (ix) that is an agreement that confers to any customer of the Purchased Subsidiaries or their Subsidiaries any ownership of any material software (including source code) or other material Intellectual Property owned or developed by or on behalf of the Purchased Subsidiaries or their Subsidiaries; (x) that contains a covenant not to compete that limits the conduct of the Business; (xi) that provides for the acquisition or disposition of any business (whether by merger, sale of stock or assets or otherwise) or issuance of any Securities at any time since January 1, 2009; (xii) that is entered into with (a) Seller, Company. (b) The Company has performed in all material respects all obligations required to be performed by it in connection with the Contracts and is not in receipt of any Affiliate claim of Seller or (c) default under any employee, officer or director of the Purchased Subsidiaries, any of their Subsidiaries or Seller; or (xiii) that is a material amendment or material modification to any of the foregoing currently in effectsuch Contract. Each such Contract described in clauses “(i)” through “(xiii)” above is described in Schedule 3.08(a) and referred to herein as a “Material Contract.” (b) Each Material Contract is, and immediately following the Closing will be, valid, binding and in full force and effect and enforceable in accordance with its terms with respect to any Purchased Subsidiary or any of their Subsidiaries party thereto and, to Seller’s knowledge, each other party to such Contract, in each case subject to the limitations of bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies. No Purchased Subsidiary or any of their Subsidiaries is, or will be, immediately following the Closing, nor to Seller’s knowledge is any other party thereto, in breach, violation or default in any material respect under any such Material Contract. None of the Purchased Subsidiaries or their Subsidiaries has received or given any written or to Seller’s knowledge, oral notice or claim of any material breach or violation of, or default under, any Material Contract. The Purchased Subsidiaries and their Subsidiaries have not received or given any written, or to Seller’s knowledge, oral notice of an intention to terminate, not renew or challenge the validity or enforceability of, or to request a material refund (other than refunds accounted for in the Financial Statements) under, any Material Contracteffect. (c) The Purchased Subsidiaries have made available to Buyer copies of all Material Contracts.

Contracts and Commitments. (a) Except as set forth on Schedule 3.08 sets forth a list 5.09(a) of each Contract to which any Purchased Subsidiary or any the Wejo Disclosure Schedules, none of its Subsidiaries is the Acquired Companies is, as of the date hereof, a party or by which it is bound:to any (collectively, the “Material Contracts”): (i) for the purchase of materials, supplies, goods, services, equipment any collective bargaining agreement or other Contract with any labor union, works counsel or other labor organization; (ii) any employment or consulting Contract with any Wejo Employee with a title of Executive Vice President or higher, providing for a base salary in excess of $250,000 per annum (or local equivalent), or with any Wejo Service Provider for whom annualized aggregate fees exceed $250,000 per annum (or local equivalent), except for any such Contracts that are terminable upon notice of sixty (60) days or less by an Acquired Company at-will without liability or financial obligation (including any severance or similar separation payments); (iii) any change in control, transaction bonus, retention bonus, stay pay or similar Contract with any current or former employee or individual service provider of any Acquired Company; (iv) any Contract or indenture relating to Indebtedness or to mortgaging, pledging or otherwise placing a Lien (other than a Permitted Lien) on any portion of the assets of the Acquired Companies; (v) any guaranty of any obligation for borrowed money or other material guaranty; (vi) any individual lease or other Contract under which any Acquired Company is lessee of, or holds or operates any property, real or personal, owned by any other party, for which the annual rental exceeds $1,200,000; (vii) any individual lease or other Contract under which any Acquired Company is lessor of or permits any third party to hold or operate any property, real or personal, for which the annual rental exceeds $1,700,000; (viii) other than purchase orders or Contracts for services entered into in the ordinary course of business, any Contract with any Material Customer or Material Supplier; (ix) which material Intellectual Property Agreements, other than (A) has resulted in payments Contracts for the license of commercially available, off-the-shelf software that is not incorporated into any Wejo Product (owned or purported to be owned by the Acquired Companies or, to the knowledge of Wejo, other Wejo Product) and that incurred license fees during the any twelve (12)-month period from January 1, 2010 to October 31, 2010 or of no more than $25,000; (B) pursuant to its terms, requires payments to be made during the twelve months immediately following October 31, 2010, in each case, of at least $275,000 by the Purchased Subsidiaries and/or their Subsidiaries or, with respect to the Indian Company, of at least $100,000; (ii) Contracts for the sale non-exclusive license of Intellectual Property granted by any Purchased Subsidiary or any of its Subsidiaries of materials, supplies, goods, services, equipment or other assets that (A) has generated billed revenue during the period from January 1, 2010 Acquired Company to October 31, 2010 or (B) pursuant to its terms, requires the counterparty to such Contract to make payments of billed revenue during the twelve month period immediately following October 31, 2010, in each case, of at least $275,000 to such Purchased Subsidiary or its Subsidiaries or, with respect to the Indian Company, at least $100,000; (iii) that is a note, debenture, bond, equipment trust, letter of credit, loan or other Contract representing Indebtedness for Borrowed Money or lending of money (other than to employees for travel expenses customers in the ordinary course of business; and (C) or between and among the Purchased Subsidiaries or their Subsidiaries, or otherwise is an agreement or arrangement for a line of credit or guarantee, pledge or undertaking of the Indebtedness of any other Person (other than a Purchased Subsidiary or its Subsidiaries)Open Source Software licenses; (ivx) any Contract that is a collective bargaining purports to limit the ability of any Acquired Company from operating or similar labor agreementdoing business in any location, market or line of business; (vxi) that is an agreement any Contract providing for indemnification by which the use any Acquired Company of any Intellectual Property material to the Business is licensed to Person, except for any Person (other than licenses granted by the Purchased Subsidiaries or their Subsidiaries to any customer of the Purchased Subsidiaries and their Subsidiaries such Contracts that are entered into in the ordinary course of business); (vixii) any Contract that is an agreement by which any Purchased Subsidiary or their Subsidiaries licenses from another Person the use of any Intellectual Property material to the Business (other than agreements for commercially available software that is not incorporated into the Pinnacle software and redistributed to customers or clients by the Purchased Subsidiary or their Subsidiaries and having a replacement cost and annual license fee as of October 31, 2010 of less than $275,000); (viiA) that relates to the formation, creation, operation, management or control of any joint venture, partnership or limited liability company; (viii) that is with any customer of any Purchased Subsidiary or any of its Subsidiaries that provides for contains any “most favored nation” pricing or similar provision, or (B) grants to any other Person any exclusive rights, rights of first refusal, rights of first negotiation or similar pricingrights; (ixxiii) that is an agreement that confers to any customer of the Purchased Subsidiaries or their Subsidiaries any ownership of any material software (including source code) or other material Intellectual Property owned or developed by or on behalf of the Purchased Subsidiaries or their Subsidiariesjoint venture, strategic alliance and similar Contract; (xxiv) that contains a covenant not to compete that limits any Contract entered into in the conduct last two (2) years for the settlement of the Businessany Action for which any Acquired Company has any ongoing liability or obligation; (xixv) that provides any Contract requiring or providing for any capital expenditure in excess of $5,000,000; (xvi) any Contract relating to the acquisition or disposition of any business (whether by merger, sale of stock or stock, sale of assets or otherwise) or issuance of any Securities at 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 time since January 1, 2009;Person or material line of business; and (xii) that is entered into with (a) Seller, (bxvii) any Affiliate Contract that contemplates or involves (A) the payment or delivery of Seller cash or other consideration in an amount or having a value in excess of $1,200,000 in the aggregate per Contract or series of Contracts with the same party, or (cB) any employee, officer the performance of services having a value in excess of $1,200,000 in the aggregate per Contract or director series of Contracts with the Purchased Subsidiaries, any of their Subsidiaries or Seller; or (xiii) that is a material amendment or material modification to any of the foregoing currently in effect. Each such Contract described in clauses “(i)” through “(xiii)” above is described in Schedule 3.08(a) and referred to herein as a “Material Contractsame party.” (b) Each Material Contract is, and immediately following the Closing will be, valid, binding and is in full force and effect effect, and is the legal, valid and binding obligation of either Wejo or one of its Subsidiaries which is party thereto, and, to the knowledge of Wejo, of the other parties thereto, enforceable against each of them in accordance with its terms. Except as set forth on Schedule 5.09(a)(ix) of the Wejo Disclosure Schedules, no Acquired Company is in material default under any Material Contract, and, to the knowledge of Wejo, the other party to each Material Contract is not in material default thereunder. Except as set forth on Schedule 5.09(a)(ix) of the Wejo Disclosure Schedules, 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 Wejo or any of its Subsidiaries or, to the knowledge of Wejo, any other party under any Contract listed on Schedule 5.09(a) of the Wejo Disclosure Schedules. To the knowledge of Wejo, no party to any Material Contract has given written notice of its intent to terminate or materially modify or amend the terms and conditions of any Material Contract, and no party has given notice of any material dispute with respect to any Purchased Subsidiary or any of their Subsidiaries party thereto and, to Seller’s knowledge, each other party to such Contract, in each case subject to the limitations of bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies. No Purchased Subsidiary or any of their Subsidiaries is, or will be, immediately following the Closing, nor to Seller’s knowledge is any other party thereto, in breach, violation or default in any material respect under any such Material Contract. None of the Purchased Subsidiaries or their Subsidiaries Wejo has received or given any written or to Seller’s knowledge, oral notice or claim of any material breach or violation of, or default under, any Material Contract. The Purchased Subsidiaries and their Subsidiaries have not received or given any written, or to Seller’s knowledge, oral notice of an intention to terminate, not renew or challenge the validity or enforceability of, or to request a material refund (other than refunds accounted for in the Financial Statements) under, any Material Contract. (c) The Purchased Subsidiaries have made available to Buyer VOSO true and correct copies of each Material Contract, together with all Material Contractsamendments, modifications or supplements thereto.

Contracts and Commitments. (a) To the Stockholders' Knowledge, Schedule 3.08 sets forth 3.18 attached hereto contains a true, complete and correct list of each Contract the following contracts and agreements, whether written or oral (collectively, the "Contracts"): (i) all loan agreements, indentures, mortgages and guaranties to which any Purchased Subsidiary the Company or any of its the Subsidiaries is a party or by which it the Company or any of the Subsidiaries or any of their property is bound; (ii) all pledges, conditional sale or title retention agreements, security agreements, equipment obligations, personal property leases and lease purchase agreements to which the Company or any of the Subsidiaries is a party or by which the Company or any of the Subsidiaries or any of their property is bound; (iii) all contracts and agreements to which the Company or any of the Subsidiaries is a party or by which the Company or any of the Subsidiaries or any of their property is bound which (A) involve payments or receipts by the Company or any of the Subsidiaries of more than $50,000 in the case of any single contract, agreement, commitment, understanding or arrangement under which full performance (including payment) has not been rendered by all parties thereto or (B) which in the opinion of the Stockholders would have a Material Adverse Effect; (iv) all collective bargaining agreements, employment and consulting agreements, executive compensation plans, bonus plans, deferred compensation agreements, pension plans, retirement plans, employee stock option or stock purchase plans and group life, health and accident insurance and other employee benefit plans or agreements to which the Company or any of the Subsidiaries is a party or by which the Company or any of the Subsidiaries or any of their property is bound; (v) all agency, distributor, sales representative, franchise or similar agreements to which the Company or any of the Subsidiaries is a party or by which the Company or any of the Subsidiaries or any of their property is bound; (vi) all contracts or agreements between the Company and any of the Subsidiaries or the LLC (including, but not limited to, any Tax sharing arrangements) or between the Company and any of the Stockholders or their affiliates; (vii) all leases, whether operating, capital or otherwise, under which the Company or any of the Subsidiaries is lessor or lessee; (viii) all contracts and agreements relating to past disposal of waste (whether or not hazardous); (ix) all contracts or agreements imposing a non-competition or non-solicitation obligation on the Company or any of its Subsidiaries; and (x) any other material agreements or contracts entered into by the Company or any of the Subsidiaries. (b) Except as set forth on Schedule 3.18: (i) for To the purchase Stockholders' Knowledge, each Contract is a valid and binding agreement of materialsthe Company or the relevant Subsidiary, supplies, goods, services, equipment enforceable against the Company or other assets (other than purchase orders or Contracts for services the relevant Subsidiary in the ordinary course of business) which (A) has resulted in payments during the period from January 1, 2010 to October 31, 2010 or (B) pursuant to accordance with its terms, requires payments to be made during the twelve months immediately following October 31, 2010, in each case, of at least $275,000 by the Purchased Subsidiaries and/or their Subsidiaries or, with respect to the Indian Company, of at least $100,000; (ii) for To Stockholders' Knowledge, the sale by any Purchased Company or the relevant Subsidiary or any of its Subsidiaries of materials, supplies, goods, services, equipment or other assets that (A) has generated billed revenue during the period from January 1, 2010 to October 31, 2010 or (B) fulfilled all material obligations required pursuant to the Contracts to have been performed by the Company or the relevant Subsidiary, as the case may be, on its terms, requires the counterparty to such Contract to make payments of billed revenue during the twelve month period immediately following October 31, 2010, in each case, of at least $275,000 to such Purchased Subsidiary or its Subsidiaries or, with respect part prior to the Indian Company, at least $100,000date hereof; (iii) that The Company or the relevant Subsidiary is not in breach of or default under any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute such a notedefault, debenture, bond, equipment trust, letter result in a loss of credit, loan rights or other Contract representing Indebtedness for Borrowed Money or lending of money (other than to employees for travel expenses result in the ordinary course of business) or between and among the Purchased Subsidiaries or their Subsidiaries, or otherwise is an agreement or arrangement for a line of credit or guarantee, pledge or undertaking of the Indebtedness creation of any other Person (other than a Purchased Subsidiary lien, charge or its Subsidiaries)encumbrance, thereunder or pursuant thereto; (iv) that is a collective bargaining or similar labor agreementTo Stockholder's Knowledge, except as set forth on Schedule 3.18 the Company and the Subsidiaries are not restricted by any Contract from carrying on their business anywhere in the world; (v) that is an agreement by which Neither the use of Company nor any Intellectual Property material to the Business is licensed to any Person (other than licenses granted by the Purchased Subsidiaries or their Subsidiaries to any customer of the Purchased Subsidiaries has experienced any shortages of components or other supplies (collectively "Supplies") within the twelve (12) month period preceding the date hereof, and their the Company and the Subsidiaries in have on hand, or have reason to believe they can timely obtain, a sufficient quantity of Supplies to satisfy all outstanding orders heretofore received and all orders anticipated to be received from the ordinary course of business);date hereof through the Closing Date; and (vi) that is an agreement by which any Purchased Subsidiary or their Subsidiaries licenses from another Person Neither the use of any Intellectual Property material to the Business (other than agreements for commercially available software that is not incorporated into the Pinnacle software and redistributed to customers or clients by the Purchased Subsidiary or their Subsidiaries and having a replacement cost and annual license fee as of October 31, 2010 of less than $275,000); (vii) that relates to the formation, creation, operation, management or control of any joint venture, partnership or limited liability company; (viii) that is with any customer of any Purchased Subsidiary or any of its Subsidiaries that provides for any “most favored nation” pricing or any other similar pricing; (ix) that is an agreement that confers to any customer of the Purchased Subsidiaries or their Subsidiaries any ownership of any material software (including source code) or other material Intellectual Property owned or developed by or on behalf of the Purchased Subsidiaries or their Subsidiaries; (x) that contains a covenant not to compete that limits the conduct of the Business; (xi) that provides for the acquisition or disposition of any business (whether by merger, sale of stock or assets or otherwise) or issuance of any Securities at any time since January 1, 2009; (xii) that is entered into with (a) Seller, (b) any Affiliate of Seller or (c) any employee, officer or director of the Purchased Subsidiaries, any of their Subsidiaries or Seller; or (xiii) that is a material amendment or material modification to Company nor any of the foregoing currently in effect. Each such Contract described in clauses “Subsidiaries has experienced any shortages of raw materials (i)” through “"Raw Materials") within the twelve (xiii)” above is described in Schedule 3.08(a12) and referred to herein as a “Material Contract.” (b) Each Material Contract ismonth period preceding the date hereof, and immediately following the Company and the Subsidiaries have on hand, or have reason to believe they can timely obtain, a sufficient quantity of Raw Materials to satisfy all outstanding orders heretofore received and all orders anticipated to be received through the Closing will be, valid, binding and in full force and effect and enforceable in accordance with its terms with respect to any Purchased Subsidiary or any of their Subsidiaries party thereto and, to Seller’s knowledge, each other party to such Contract, in each case subject to the limitations of bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies. No Purchased Subsidiary or any of their Subsidiaries is, or will be, immediately following the Closing, nor to Seller’s knowledge is any other party thereto, in breach, violation or default in any material respect under any such Material Contract. None of the Purchased Subsidiaries or their Subsidiaries has received or given any written or to Seller’s knowledge, oral notice or claim of any material breach or violation of, or default under, any Material Contract. The Purchased Subsidiaries and their Subsidiaries have not received or given any written, or to Seller’s knowledge, oral notice of an intention to terminate, not renew or challenge the validity or enforceability of, or to request a material refund (other than refunds accounted for in the Financial Statements) under, any Material ContractDate. (c) The Purchased Subsidiaries have made available to Buyer True, correct and complete copies of all Material ContractsContracts have previously been delivered by the Company or the Stockholders to the Buyer.

Contracts and Commitments. (a) Except as set forth in Schedule 3.08 sets forth a list of each Contract to which any Purchased Subsidiary or any of its Subsidiaries 3.11(a) and Schedule 3.18, no Company is a party to or bound by which it is boundany written or oral: (i) for the purchase of materials, supplies, goods, services, equipment or other assets (other than purchase orders or Contracts for services in the ordinary course of business) which (A) has resulted in payments during the period from January 1, 2010 to October 31, 2010 or (B) pursuant to its terms, requires payments to be made during the twelve months immediately following October 31, 2010, in each case, of at least $275,000 by the Purchased Subsidiaries and/or their Subsidiaries or, with respect to the Indian Company, of at least $100,000provider agreement; (ii) for the sale by any Purchased Subsidiary agreements or arrangements with physicians or sources of referrals to any of its Subsidiaries of materials, supplies, goods, services, equipment or other assets that (A) has generated billed revenue during the period from January 1, 2010 to October 31, 2010 or (B) pursuant to its terms, requires the counterparty to such Contract to make payments of billed revenue during the twelve month period immediately following October 31, 2010, in each case, of at least $275,000 to such Purchased Subsidiary or its Subsidiaries or, with respect to the Indian Company, at least $100,000Facility; (iii) that is a notebonus, debenturepension, bondprofit sharing, equipment trustretirement or deferred compensation plan or stock purchase, letter of creditstock option, loan hospitalization insurance or other Contract representing Indebtedness for Borrowed Money similar plan or lending of money (other than to employees for travel expenses in the ordinary course of business) practice, whether formal or between and among the Purchased Subsidiaries or their Subsidiariesinformal, or otherwise is an agreement severance agreements or arrangement for a line of credit arrangements or guarantee, pledge or undertaking of the Indebtedness of contracts requiring any other Person (other than a Purchased Subsidiary or its Subsidiaries)Company to pay post-retirement medical benefits; (iv) that is Contract with any labor union or Contract for the employment of any officer, individual employee or other person on a collective bargaining full-time, part-time or similar labor agreementconsulting basis; (v) that is an agreement by which the use Contract relating to or evidencing any Indebtedness or relating to mortgaging, pledging or otherwise placing a Lien on any of any Intellectual Property material to the Business is licensed to any Person (other than licenses granted by the Purchased Subsidiaries or their Subsidiaries to any customer of the Purchased Subsidiaries and their Subsidiaries in the ordinary course of business)its Assets; (vi) that is an agreement by which any Purchased Subsidiary or their Subsidiaries licenses from another Person the use guarantee of any Intellectual Property material to the Business (Indebtedness, other than agreements endorsements made for commercially available software that is not incorporated into collection in the Pinnacle software and redistributed to customers or clients by the Purchased Subsidiary or their Subsidiaries and having a replacement cost and annual license fee as Ordinary Course of October 31, 2010 of less than $275,000)Business; (vii) that relates Contract with respect to the formation, creation, operation, management lending or control investing of any joint venture, partnership funds to or limited liability companyin other Persons; (viii) that is with any customer of any Purchased Subsidiary license or any of its Subsidiaries that provides for any “most favored nation” pricing or any other similar pricingroyalty Contract; (ix) that Contract under which it is an agreement that confers to lessee of or holds or operates any customer of the Purchased Subsidiaries or their Subsidiaries personal property owned by any ownership of other Person, including any material software (including source code) or other material Intellectual Property owned or developed by or on behalf of the Purchased Subsidiaries or their Subsidiariesresident funds; (x) that contains a covenant not Contract under which it is lessor of or permits any third Person to compete that limits the conduct of the Businesshold or operate any property, real or personal, owned or controlled by it; (xi) that provides Contract or group of related Contracts with the same Person for the acquisition purchase or disposition of any business (whether by merger, sale of stock products or assets or otherwise) or issuance of any Securities at any time since January 1, 2009services other than the Customer Contracts (defined below); (xii) that is entered into Contract with any Person continuing over a period of more than six months from the date or dates thereof, not terminable by it on 30 days’ or less notice without penalties; (axiii) SellerContract which prohibits it from freely engaging in business or in any way restrains its business activities anywhere in the world; (xiv) Contract relating to the supply or the distribution of its products; (xv) Contract with any officer, (b) any Affiliate of Seller or (c) any director, employee, officer manager, partner, equityholder, employee or director of the Purchased Subsidiaries, any of their Subsidiaries or Sellerother Affiliate; or (xiiixvi) that is Contract requiring the consent of any party thereto upon a material amendment change in control of any Company, containing any provision which would result in a modification of any rights or material modification to obligations of any party thereunder upon a change in control of any Company or which would provide any party any remedy (including rescission or liquidated damages) in the foregoing currently event of a change in effect. Each such Contract described in clauses “(i)” through “(xiii)” above is described in Schedule 3.08(a) and referred to herein as a “Material Contractcontrol of any Company.” (b) No Contract has been breached in any material respect by any Company and no Contract has been breached in any material respect or canceled by the other party thereto. Each Material Contract is, and immediately following of the Closing will be, Contracts is valid, binding enforceable and in full force and effect and enforceable in accordance with its the terms with respect to thereof. No Contract has been amended, modified, supplemented or otherwise altered orally, in writing or by course of conduct except as disclosed on Schedule 3.11. Since the date of the Company Latest Balance Sheet, no supplier or customer of any Purchased Subsidiary Company has notified such Company or any of their Subsidiaries party thereto and, to Seller’s knowledge, each other party to such Contract, in each case subject to the limitations of bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies. No Purchased Subsidiary Shareholder that it shall stop or any of their Subsidiaries is, or will be, immediately following the Closing, nor to Seller’s knowledge is any other party thereto, in breach, violation or default decrease in any material respect the rate of business done with such Company. To the knowledge of the Shareholders and the Companies, no supplier or customer of any Company intends to stop or decrease in any material respect the amount of business done with such Company or that any such supplier or customer intends to stop doing business after the Closing on substantially the same terms (including quantities) as prior to the Closing and no Company has received written notice from any supplier or customer to such effect. Each Company has, in all material respects, performed all the obligations required to be performed by it to the date of this Agreement and is not in receipt of any claim of default under any such Material Contract, to which it is a party. None No event has occurred which with the passage of time or the giving of notice or both would result in a breach or default under any Contract to which any Company is a party and, to the knowledge of the Purchased Subsidiaries Shareholders and the Companies, no such event is threatened or their Subsidiaries has received or given any written or to Seller’s knowledge, oral notice or claim of any material breach or violation of, or default under, any Material Contract. The Purchased Subsidiaries and their Subsidiaries have not received or given any written, or to Seller’s knowledge, oral notice of an intention to terminate, not renew or challenge the validity or enforceability of, or to request a material refund (other than refunds accounted for in the Financial Statements) under, any Material Contractpending. (c) The Purchased Subsidiaries have made available to Buyer copies Purchaser has been supplied with a true and correct copy of all written Contracts which are referred to on Schedule 3.11 (the “Customer Contracts”), together with all amendments, waivers or other changes thereto, and a written description of all material terms of any such oral Contracts. Other than the Customer Contracts, there are no other material Contracts relating to the operation of the Business or the ownership of, or right to use, the Assets. (d) There is no pending or, to the knowledge of the Shareholders and the Companies, threatened termination, cancellation, limitation, modification or change in any of the Companies business relationships with any customer or supplier or group of customers or suppliers related to the Business that might have a Material ContractsAdverse Effect on the Business.

Contracts and Commitments. (i) Except as expressly contemplated by this Agreement or as set forth on Schedule 2N attached hereto, neither of (a) Schedule 3.08 sets forth a list of each Contract to which any Purchased Subsidiary or the Companies nor (b) any of its Subsidiaries the Sellers or their Affiliates (as such contract or commitment relates to either of the Companies) is a party to or bound by which it is boundany written or oral: (a) pension, profit sharing, stock option, employee stock purchase or other plan or arrangement providing for deferred or other compensation to employees or any other employee benefit plan, arrangement or practice, whether formal or informal; (b) collective bargaining agreement or any other contract with any labor union, or severance agreements, programs, policies or arrangements; (c) management agreement or contract for the employment of any officer, individual employee or other Person on a full-time, part-time, consulting or other basis which (i) provides annual cash or other compensation in excess of $50,000, (ii) provides for the purchase payment of materials, supplies, goods, services, equipment any cash or other compensation or benefits upon the consummation of the transactions contemplated hereby or (iii) otherwise restricts his, her, or its ability to terminate the employment of any employee at any time for any lawful reason or for no reason without penalty or liability; (d) contract or agreement involving any Governmental Entity; (e) agreement or indenture relating to borrowed money or other Indebtedness or the mortgaging, pledging or otherwise placing a Lien on any material asset or material group of assets of either of the Companies or any letter of credit arrangements; (f) Guarantee, other than purchase orders or Contracts endorsements made for services collection in the ordinary course of business) which (A) has resulted in payments during the period from January 1, 2010 to October 31, 2010 or (B) pursuant to its terms, requires payments to be made during the twelve months immediately following October 31, 2010, in each case, of at least $275,000 by the Purchased Subsidiaries and/or their Subsidiaries or, with respect to the Indian Company, of at least $100,000; (g) lease or agreement under which either of the Companies is (i) lessee of or holds or operates any personal property, owned by any other party, except for any lease of personal property under which the aggregate annual rental payments do not exceed $25,000 or (ii) lessor of or permits any third party to hold, occupy, or operate any property, real or personal, owned or controlled by either of the Companies; (h) contract or group of related contracts with the same party or group of affiliated parties for the purchase or sale by any Purchased Subsidiary or any of its Subsidiaries of raw materials, commodities, supplies, goods, servicesproducts, equipment or other assets that (A) has generated billed revenue during personal property or services under which the period from January 1, 2010 to October undelivered balance since December 31, 2010 1996 of such products and services has a selling price in excess of $25,000; (i) other contract or group of related contracts with the same party or group of affiliated parties continuing over a period of more than six months from the date or dates thereof, not terminable by either of the Companies upon 30 days or less notice without penalty or involving more than $25,000; (Bj) pursuant contract relating to the marketing, sale, advertising or promotion of its termsproducts; (k) agreements relating to the ownership of, requires the counterparty investments in or loans and advances to such Contract to make payments of billed revenue during the twelve month period immediately following October 31any Person, 2010including investments in joint ventures and minority equity investments; (l) license, in each caseroyalty, of at least $275,000 to such Purchased Subsidiary indemnification or its Subsidiaries or, other agreement with respect to the Indian Company, at least $100,000any intangible property (including any Intellectual Property rights); (iiim) that is a noteagent, debenturesales representative, bond, equipment trust, letter sales or distribution agreement; (n) power of credit, loan attorney or other Contract representing Indebtedness for Borrowed Money similar agreement or lending grant of money 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 than agreement which is material to employees for travel expenses its operations and business prospects or involves a consideration in excess of $25,000 annually, whether or not in the ordinary course of business. (ii) or between and among the Purchased Subsidiaries or their Subsidiaries, or otherwise is an agreement or arrangement for a line of credit or guarantee, pledge or undertaking All of the Indebtedness of any other Person contracts, agreements and instruments set forth or required to be set forth on Schedule 2N (other than a Purchased Subsidiary or its Subsidiaries); (ivthe "Material Contracts") that is a collective bargaining or similar labor agreement; (v) that is an agreement by which the use of any Intellectual Property material to the Business is licensed to any Person (other than licenses granted by the Purchased Subsidiaries or their Subsidiaries to any customer of the Purchased Subsidiaries and their Subsidiaries in the ordinary course of business); (vi) that is an agreement by which any Purchased Subsidiary or their Subsidiaries licenses from another Person the use of any Intellectual Property material to the Business (other than agreements for commercially available software that is not incorporated into the Pinnacle software and redistributed to customers or clients by the Purchased Subsidiary or their Subsidiaries and having a replacement cost and annual license fee as of October 31, 2010 of less than $275,000); (vii) that relates to the formation, creation, operation, management or control of any joint venture, partnership or limited liability company; (viii) that is with any customer of any Purchased Subsidiary or any of its Subsidiaries that provides for any “most favored nation” pricing or any other similar pricing; (ix) that is an agreement that confers to any customer of the Purchased Subsidiaries or their Subsidiaries any ownership of any material software (including source code) or other material Intellectual Property owned or developed by or on behalf of the Purchased Subsidiaries or their Subsidiaries; (x) that contains a covenant not to compete that limits the conduct of the Business; (xi) that provides for the acquisition or disposition of any business (whether by merger, sale of stock or assets or otherwise) or issuance of any Securities at any time since January 1, 2009; (xii) that is entered into with (a) Seller, (b) any Affiliate of Seller or (c) any employee, officer or director of the Purchased Subsidiaries, any of their Subsidiaries or Seller; or (xiii) that is a material amendment or material modification to any of the foregoing currently in effect. Each such Contract described in clauses “(i)” through “(xiii)” above is described in Schedule 3.08(a) and referred to herein as a “Material Contract.” (b) Each Material Contract is, and immediately following the Closing will be, are valid, binding and enforceable in accordance with their respective terms, except as such enforceability may be limited by (x) applicable insolvency, bankruptcy, reorganization, moratorium or other similar laws affecting creditors' rights generally and (y) applicable equitable principles (whether considered in a proceeding at law or in equity). Each of the Material Contracts shall be in full force and effect and enforceable in all material respects without penalty in accordance with its their terms with respect upon consummation of the transactions contemplated hereby. Each of the Companies has performed all material obligations required to be performed by it and is not in default under or in material breach of nor in receipt of any Purchased Subsidiary claim of default or any of their Subsidiaries party thereto and, to Seller’s knowledge, each other party to such Contract, in each case subject to the limitations of bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies. No Purchased Subsidiary or any of their Subsidiaries is, or will be, immediately following the Closing, nor to Seller’s knowledge is any other party thereto, in breach, violation or default in any material respect breach under any such Material Contract. None ; no event has occurred which with the passage of time or the Purchased Subsidiaries or their Subsidiaries has received or given any written or to Seller’s knowledge, oral giving of notice or claim of any both would result in a material default, material breach or violation of, or default under, material event of noncompliance by either of the Companies under any Material Contract. The Purchased Subsidiaries ; and their Subsidiaries have not received none of the Mann▇▇▇ ▇▇▇ties has any Knowledge of any breach or given any written, cancellation or anticipated breach or cancellation by the other parties to Seller’s knowledge, oral notice of an intention to terminate, not renew or challenge the validity or enforceability of, or to request a material refund (other than refunds accounted for in the Financial Statements) under, any Material Contract. (ciii) The Purchased Subsidiaries have made available to Buyer copies Purchaser has been supplied with a true and correct copy of each written Material Contract, together with all Material Contractsmaterial amendments, waivers or other changes thereto (all of which amendments, waivers or other changes thereto are described on Schedule 2N).

Contracts and Commitments. (a) Schedule 3.08 sets forth 5.12 contains a complete and accurate list of each Contract all contracts, agreements, commitments, instruments and obligations (whether written or oral, contingent or otherwise) of JRO of or concerning the following matters which involve (i) payments by or to JRO in excess of $5,000, (ii) performance by or for JRO of services or obligations the value of which any Purchased Subsidiary is in excess of $5,000, or any (iii) performance by or for JRO of its Subsidiaries is a party services or by which it is bound:obligations for greater than 90 days (the "JRO Agreements"): (i) for the purchase lease (as lessee or lessor) or license (as licensee or licensor) of materialsany real or personal property (tangible or intangible); (ii) the employment or engagement of any officer, suppliesdirector, goodsemployee, servicesconsultant or agent; (iii) any relationship with any JRO Shareholder, equipment or other assets any person or entity affiliated with or related to any JRO Shareholder or any officer, director, employee, consultant or agent of JRO; (other than purchase orders or Contracts for services iv) any arrangement limiting the freedom of JRO to compete in any manner in any line of business; (v) any arrangement that could reasonably be anticipated to have a JRO Material Adverse Effect; (vi) any arrangement not in the ordinary course of business) which (A) has resulted in payments during the period from January 1, 2010 to October 31, 2010 or (B) pursuant to its terms, requires payments to be made during the twelve months immediately following October 31, 2010, in each case, of at least $275,000 by the Purchased Subsidiaries and/or their Subsidiaries or, with respect to the Indian Company, of at least $100,000; (iivii) for the sale any power of attorney, whether limited or general, granted by any Purchased Subsidiary or any of its Subsidiaries of materials, supplies, goods, services, equipment or other assets that (A) has generated billed revenue during the period from January 1, 2010 to October 31, 2010 or (B) pursuant to its terms, requires the counterparty to such Contract to make payments of billed revenue during the twelve month period immediately following October 31, 2010, in each case, of at least $275,000 to such Purchased Subsidiary or its Subsidiaries or, with respect to the Indian Company, at least $100,000JRO; (iiiviii) that is a note, debenture, bond, equipment trust, letter any agreements relating to the making of credit, any loan or other Contract representing Indebtedness advance by JRO; (ix) any agreements providing for Borrowed Money or lending the indemnification by JRO of money any Person; (other than to employees for travel expenses x) any agreements with any Authority except those entered into in the ordinary course of business) or between and among the Purchased Subsidiaries or their Subsidiaries, or otherwise is an agreement or arrangement for a line of credit or guarantee, pledge or undertaking of the Indebtedness of any other Person (other than a Purchased Subsidiary or its Subsidiaries)business which are not material to JRO; (ivxi) that is a collective bargaining any broker, distributor, dealer or similar labor agreementrepresentative or agency agreements pursuant to which JRO made payments in excess of $25,000 during the preceding fiscal year; (vxii) that is an agreement by any agreements (including settlement agreements) currently in effect pursuant to which JRO licenses the right to use of any Intellectual Property material to the Business is licensed to any Person or from any Person (other than licenses granted by the Purchased Subsidiaries or their Subsidiaries license agreements related to any customer of the Purchased Subsidiaries and their Subsidiaries in the ordinary course of businessoff-the-shelf software products); (vi) that is an agreement by which any Purchased Subsidiary or their Subsidiaries licenses from another Person the use of any Intellectual Property material to the Business (other than agreements for commercially available software that is not incorporated into the Pinnacle software and redistributed to customers or clients by the Purchased Subsidiary or their Subsidiaries and having a replacement cost and annual license fee as of October 31, 2010 of less than $275,000); (vii) that relates to the formation, creation, operation, management or control of any joint venture, partnership or limited liability company; (viii) that is with any customer of any Purchased Subsidiary or any of its Subsidiaries that provides for any “most favored nation” pricing or any other similar pricing; (ix) that is an agreement that confers to any customer of the Purchased Subsidiaries or their Subsidiaries any ownership of any material software (including source code) or other material Intellectual Property owned or developed by or on behalf of the Purchased Subsidiaries or their Subsidiaries; (x) that contains a covenant not to compete that limits the conduct of the Business; (xi) that provides for the acquisition or disposition of any business (whether by merger, sale of stock or assets or otherwise) or issuance of any Securities at any time since January 1, 2009; (xii) that is entered into with (a) Seller, (b) any Affiliate of Seller or (c) any employee, officer or director of the Purchased Subsidiaries, any of their Subsidiaries or Seller; or (xiii) that is a material amendment or material modification to any of the foregoing currently in effect. Each such Contract described in clauses “(i)” through “(xiii)” above is described in Schedule 3.08(a) and referred to herein as a “Material Contract.” (b) Each Material Contract is, and immediately following the Closing will be, valid, binding and in full force and effect and enforceable in accordance with its terms with respect to any Purchased Subsidiary or any of their Subsidiaries party thereto and, to Seller’s knowledge, each other party to such Contract, in each case subject to the limitations of bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies. No Purchased Subsidiary or any of their Subsidiaries is, or will be, immediately following the Closing, nor to Seller’s knowledge is any other party thereto, in breach, violation or default in any material respect under any such Material Contract. None of the Purchased Subsidiaries or their Subsidiaries has received or given any written or to Seller’s knowledge, oral notice or claim of any material breach or violation of, or default under, any Material Contract. The Purchased Subsidiaries and their Subsidiaries have not received or given any written, or to Seller’s knowledge, oral notice of an intention to terminate, not renew or challenge the validity or enforceability of, or to request a material refund (other than refunds accounted for in the Financial Statements) under, any Material Contract. (c) The Purchased Subsidiaries have made available to Buyer copies of all Material Contracts.

Contracts and Commitments. (a) Section 3.16(a) of the Company’s Disclosure Schedule 3.08 sets forth lists, and the Acquired Companies have delivered to the Buyer a list of copy of, each Contract to which any Purchased Subsidiary or any of its Subsidiaries is a party or by which it is boundApplicable Contract: (i) for involving the purchase performance of services, delivery of goods or materials, supplies, goods, services, equipment or other assets (other than purchase orders payments by one or Contracts for services more Acquired Companies of an amount or value in the ordinary course excess of business) which (A) has resulted in payments during the period from January 1, 2010 to October 31, 2010 or (B) pursuant to its terms, requires payments to be made during the twelve months immediately following October 31, 2010, in each case, of at least $275,000 by the Purchased Subsidiaries and/or their Subsidiaries or, with respect to the Indian Company, of at least $100,000; (ii) for that was not entered into in the sale by any Purchased Subsidiary or any Ordinary Course of its Subsidiaries of materials, supplies, goods, services, equipment or other assets that (A) has generated billed revenue during the period from January 1, 2010 to October 31, 2010 or (B) pursuant to its terms, requires the counterparty to such Contract to make payments of billed revenue during the twelve month period immediately following October 31, 2010, in each case, of at least $275,000 to such Purchased Subsidiary or its Subsidiaries or, with respect to the Indian Company, at least $100,000Business; (iii) that is a noteaffecting the ownership of, debentureleasing of, bondtitle to, equipment trustuse of, letter of credit, loan or any leasehold or other Contract representing Indebtedness for Borrowed Money interest in, any real or lending personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of money (other less than to employees for travel expenses in the ordinary course $100,000 and with remaining terms of business) or between and among the Purchased Subsidiaries or their Subsidiaries, or otherwise is an agreement or arrangement for a line of credit or guarantee, pledge or undertaking of the Indebtedness of any other Person (other less than a Purchased Subsidiary or its Subsidiariesone year); (iv) that is a collective bargaining with respect to Intellectual Property Assets, including Contracts with current or similar labor agreementformer employees, consultants, or contractors regarding the ownership, use, protection or nondisclosure of any of the Intellectual Property Assets; (v) that is an agreement by which the use with any labor union or other employee representative of any Intellectual Property material a group of employees relating to the Business is licensed to any Person (wages, hours or other than licenses granted by the Purchased Subsidiaries or their Subsidiaries to any customer conditions of the Purchased Subsidiaries and their Subsidiaries in the ordinary course of business)employment; (vi) that is an agreement by which any Purchased Subsidiary or their Subsidiaries licenses from another Person the use of any Intellectual Property material to the Business (other than agreements for commercially available software that is not incorporated into the Pinnacle software and redistributed to customers or clients by the Purchased Subsidiary or their Subsidiaries and having a replacement cost and annual license fee as of October 31, 2010 of less than $275,000); (vii) that relates to the formation, creation, operation, management or control of involving any joint venture, partnership or limited liability companycompany agreement involving a sharing of profits, losses, costs, Taxes or other liabilities by any Acquired Company with any other Person; (vii) containing covenants that in any way purport to restrict the right or freedom of any Acquired Company or any other Person for the benefit of any Acquired Company to (A) engage in any Business activity, (B) engage in any line of business or compete with any Person, or (C) solicit any Person to enter into a business or employment relationship, or enter into such a relationship with any Person; (viii) that is with providing for payments to or by any customer of any Purchased Subsidiary Person based on sales, purchases, policy amounts or any of its Subsidiaries that provides for any “most favored nation” pricing or any other similar pricingpremiums; (ix) that is containing an agreement that confers to effective power of attorney granted by any customer of the Purchased Subsidiaries or their Subsidiaries any ownership of any material software (including source code) or other material Intellectual Property owned or developed by or on behalf of the Purchased Subsidiaries or their SubsidiariesAcquired Company; (x) that contains a covenant not containing or providing for an express undertaking by any Acquired Company to compete that limits the conduct of the Businessbe responsible for consequential, special or liquidated damages or penalties or to indemnify any other party; (xi) that provides for the acquisition or disposition capital expenditures in excess of any business (whether by merger, sale of stock or assets or otherwise) or issuance of any Securities at any time since January 1, 2009$100,000; (xii) involving payments to or from an Acquired Company that is entered into with (a) Seller, (b) any Affiliate of Seller or (c) any employee, officer or director of the Purchased Subsidiaries, any of their Subsidiaries or Seller; orare not denominated in U.S. dollars; (xiii) that is a involving the settlement, release, compromise or waiver of any material amendment rights, claims, obligations, duties or material liabilities; (xiv) relating to indebtedness of any Acquired Company in excess of $100,000; (xv) relating to the employment of any employee, consultant, or contractor of any Acquired Company; (xvi) under which any Acquired Company has loaned to, or made an investment in, or guaranteed the obligations of, any Person in excess of $100,000; (xvii) relating to any bond or letter of credit, not entered into in the Ordinary Course of Business; (xviii) containing any obligation of confidentiality or nondisclosure between any Acquired Company and any other Person for the benefit of any Acquired Company or such other Person; and (xix) constituting an amendment, supplement, or modification to (whether oral or written) in respect of any of the foregoing currently in effect. Each such Contract described in clauses “(i)” through “(xiii)” above is described in Schedule 3.08(a) and referred to herein as a “Material Contractforegoing.” (b) Each Material Except as set forth in Section 3.16(b) of the Company’s Disclosure Schedule: (i) each Applicable Contract is, and immediately following the Closing will be, valid, binding and is in full force and effect effect, and is valid and enforceable in accordance with its terms with respect to any Purchased Subsidiary terms; (ii) the completion or any performance of their Subsidiaries party thereto and, to Sellereach Applicable Contract for the provision of products or services by an Acquired Company listed in Section 3.16(a) of the Company’s knowledge, each other party Disclosure Schedule will not result in less than normal revenues to such Contract, Acquired Company; and (iii) the completion or performance of each Applicable Contract listed in each case subject to the limitations of bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies. No Purchased Subsidiary or any of their Subsidiaries is, or will be, immediately following the Closing, nor to Seller’s knowledge is any other party thereto, in breach, violation or default in any material respect under any such Material Contract. None Section 3.16(a) of the Purchased Subsidiaries or their Subsidiaries has received or given Company’s Disclosure Schedule will not result in a Material Adverse Effect on any written or to Seller’s knowledge, oral notice or claim of any material breach or violation of, or default under, any Material Contract. The Purchased Subsidiaries and their Subsidiaries have not received or given any written, or to Seller’s knowledge, oral notice of an intention to terminate, not renew or challenge the validity or enforceability of, or to request a material refund (other than refunds accounted for in the Financial Statements) under, any Material ContractAcquired Company. (c) The Purchased Subsidiaries have Except as set forth in Section 3.16(c) of the Company’s Disclosure Schedule: (i) each Acquired Company has been in material compliance with each Applicable Contract since the effective date of such Applicable Contract; (ii) to the Knowledge of the Sellers, each other Person that has any obligation or liability under any Applicable Contract has been in material compliance with such Applicable Contract since the effective date of such Applicable Contract; (iii) no event has occurred or circumstance exists that (with or without notice or lapse of time) could result in a Default under, or give any Acquired Company or other Person the right to declare a Default or exercise any remedy under, or accelerate the maturity or performance of or payment under, or cancel, terminate or modify, any Applicable Contract; (iv) no event has occurred or circumstance exists under or by virtue of any Applicable Contract that (with or without notice or lapse of time) would cause the creation of any lien affecting any Assets owned or used by any Acquired Company; and (v) no Acquired Company has given to, or received from, any other Person any notice or other communication (whether oral or written) regarding any actual, alleged or potential Default under any Applicable Contract. (d) Except as set forth in Section 3.16(d) of the Company’s Disclosure Schedule, there is no renegotiation of, attempt to renegotiate, or outstanding rights to renegotiate any Applicable Contract with any Person, and no Person has made available written demand for such renegotiation. (e) Each Applicable Contract relating to Buyer copies the provision of all Material Contractsproducts or services by an Acquired Company has been entered into in the Ordinary Course of Business and without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, in violation of any Law. (f) Each Contract between the Company and any agent is on terms that are identical to the terms in the Contract listed on Section 3.16(f) of the Company’s Disclosure Schedule except for (i) the Contract commission rates, (ii) the Master Expanded Market Agreement between ZIC and Ivantage Select Agency, Inc. dated May 18, 2007 and (iii) the nonconforming contracts described in Section 3.16(f) of the Company’s Disclosure Schedule.

Contracts and Commitments. (a) The Contracts Schedule 3.08 sets forth a list of each Contract lists or, if not in writing, describes in reasonable detail, all Contracts not fully performed to which any Purchased Subsidiary the Company or any of its Subsidiaries is a party or by which it the assets or properties of the Company or any of its Subsidiaries is bound: bound (i) for the purchase of materials, supplies, goods, services, equipment or other assets (other than purchase orders or Contracts for services entered into in the ordinary course of business) business and which (A) has resulted in payments during the period from January 1, 2010 to October 31, 2010 or (B) pursuant to its terms, requires payments to may not be made during the twelve months immediately following October 31, 2010, in each case, of at least $275,000 terminated by the Purchased Company or any of its Subsidiaries and/or their Subsidiaries orwith less than 90 days prior notice, with respect to the Indian Company, of at least $100,000; (ii) for the sale purchase by any Purchased Subsidiary of them of any materials, supplies, equipment or services for more than $250,000 per year, (iii) for the sale of any product or service for more than $250,000 per year or pursuant to which the Company or any of its Subsidiaries granted a customer or distributor material consignment rights, (iv) for the purchase or improvement of materialsany fixed or capital assets or any business for more than $250,000, supplies(v) for the sale of any fixed or capital assets or any 10386168.17 business for more than $250,000 as to any individual or series of related items, goods(vi) all Contracts with current and former employees, servicesofficers and directors for more than $75,000 per year, equipment (vii) all Contracts relating to any strategic alliance or similar arrangement, (viii) all employment, management, consulting, independent contractor, subcontractor, retainer or other assets that similar type of Contract under which services are provided by fees or fees are paid to any Person and agreements or commitments to enter into the same, (Aix) has generated billed revenue during all Contracts of which the period from January 1benefits of which will be increased, 2010 or the vesting of the benefits will be accelerated, by the occurrence of any transactions contemplated by this Agreement, (x) any fidelity or surety bond or completion bond, (xi) any Contract providing for indemnification (other than ordinary course of business Contracts with provisions for indemnification) or guaranty, (xii) any Contract containing any covenant limiting the freedom of the Company or any Subsidiary (or any of their current or future Affiliates) to October 31solicit for employment or hire any Person for employment by the Company or any of its Subsidiaries, 2010 (xiii) all mortgages, indentures, loans or (B) pursuant to its termscredit agreements, requires the counterparty to such Contract to make payments of billed revenue during the twelve month period immediately following October 31security agreements, 2010, in each case, of at least $275,000 to such Purchased Subsidiary guaranties or its Subsidiaries or, with respect other agreements or instruments relating to the Indian borrowing of money or extension of credit or to mortgaging, pledging or otherwise placing a Lien on any portion of the Company's or any of its Subsidiaries' assets, at least $100,000; (iii) that is a note, debenture, bond, equipment trust, letter and any other letters of credit, loan or other Contract representing Indebtedness for Borrowed Money or lending of money (other than to employees for travel expenses in the ordinary course of business) or between and among the Purchased Subsidiaries or their Subsidiariesfinancing, or otherwise is an agreement or arrangement for a line of credit or guaranteesurety, pledge or undertaking of the Indebtedness of any other Person (other than a Purchased Subsidiary or its Subsidiaries); (iv) that is a collective bargaining bonding or similar labor agreement; (v) that is an agreement by arrangements pursuant to which the use of any Intellectual Property material to the Business is licensed to any Person (other than licenses granted by the Purchased Subsidiaries or their Subsidiaries to any customer of the Purchased Subsidiaries and their Subsidiaries in the ordinary course of business); (vi) that is an agreement by which any Purchased Subsidiary or their Subsidiaries licenses from another Person the use of any Intellectual Property material to the Business (other than agreements for commercially available software that is not incorporated into the Pinnacle software and redistributed to customers or clients by the Purchased Subsidiary or their Subsidiaries and having a replacement cost and annual license fee as of October 31, 2010 of less than $275,000); (vii) that relates to the formation, creation, operation, management or control of any joint venture, partnership or limited liability company; (viii) that is with any customer of any Purchased Subsidiary Company or any of its Subsidiaries that provides secures any of its obligations, including insurance obligations, (xiv) all Contracts with Related Parties, (xv) all Intellectual Property Contracts (except for commercially available, "off the shelf" software), (xvi) all Hedging Agreements, (xvii) all distribution, joint marketing or development Contracts, (xviii) all collective bargaining agreements or Contracts with any “most favored nation” pricing labor union, (xix) all leases or Contracts under which the Company or any of its Subsidiaries is lessee of, or holds or operates any personal property owned by any other party, for which the annual rental exceeds $100,000, (xx) all Contracts with the Seller and (xxi) all joint venture, partnership agreement, limited liability company agreement and any other similar pricing; (ix) that is an agreement that confers to any customer Contract involving a sharing of profits or losses, costs or liabilities by the Purchased Subsidiaries Company or their Subsidiaries any ownership of any material software (including source code) or other material Intellectual Property owned or developed by or on behalf of the Purchased Subsidiaries or their Subsidiaries; (x) that contains a covenant not to compete that limits the conduct of the Business; (xi) that provides for the acquisition or disposition of any business (whether by merger, sale of stock or assets or otherwise) or issuance of any Securities at any time since January 1, 2009; (xii) that is entered into with (a) Seller, (b) any Affiliate of Seller or (c) any employee, officer or director of the Purchased Subsidiaries, any of their its Subsidiaries or Seller; or with any other Person (xiii) that is a material amendment or material modification to any of collectively, the foregoing currently in effect. Each such Contract described in clauses “(i)” through “(xiii)” above is described in Schedule 3.08(a) and referred to herein as a “Material ContractContracts”).” (b) The Buyer either has been supplied with, or has been given access to, a true and correct copy of all written Material Contracts, together with all material amendments, waivers or other changes thereto. (c) Neither the Company nor any Subsidiary or, to the Company’s Knowledge, any other party thereto, is in material breach or default under any Material Contract. (d) Each Material Contract is, and immediately following the Closing will be, valid, binding and is in full force and effect and enforceable in accordance with its terms with respect to any Purchased Subsidiary or any constitutes a legal, valid and binding obligation of their Subsidiaries party thereto and, to Seller’s knowledge, each other party to such Contract, in each case the Company (subject to the limitations effects of bankruptcy Lawsbankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws affecting laws not or hereafter in effect relating to creditors’ rights generally and general principles of equity affecting equity). (e) No party to a Material Contract has given the availability of specific performance and other equitable remedies. No Purchased Subsidiary Company or any Subsidiary (and neither the Company nor any Subsidiary has given its counter-party) written notice of their Subsidiaries isits intention to cancel, terminate or will be, immediately following the Closing, nor fail to Seller’s knowledge is any other party thereto, in breach, violation or default in any material respect under renew any such Material Contract. None of the Purchased Subsidiaries or their Subsidiaries has received or given any written or to Seller’s knowledge, oral notice or claim of any material breach or violation of, or default under, any Material Contract. The Purchased Subsidiaries and their Subsidiaries have not received or given any written, or to Seller’s knowledge, oral notice of an intention to terminate, not renew or challenge the validity or enforceability of, or to request a material refund (other than refunds accounted for in the Financial Statements) under, any Material Contract. (c) The Purchased Subsidiaries have made available to Buyer copies of all Material Contracts.

Contracts and Commitments. (a) Schedule 3.08 4.09(a) sets forth a list as of the date of this Agreement of each Contract of the following types of contracts to which any Purchased Subsidiary of the Company or its Subsidiaries is a party (each, a “Significant Contract” and, collectively, the “Significant Contracts”): (i) collective bargaining agreement or other agreement with any union or labor organization; (ii) bonus, pension, profit sharing, retirement or other form of deferred compensation plan, Pension Plan, Welfare Plan or other Plan; (iii) stock purchase plan, stock option plan or similar plan; (iv) contract with any officer, individual employee or other person on a full-time or consulting basis providing for fixed compensation in excess of $100,000 per annum; (v) any contract under which the Company or any of its Subsidiaries is a party or by which it is bound: (i) for the purchase of materials, supplies, goods, services, equipment or other assets has advanced (other than purchase orders or Contracts for services in the ordinary course of business) which (A) has resulted in payments during the period from January 1, 2010 to October 31, 2010 or (B) pursuant to its terms, requires payments to be made during the twelve months immediately following October 31, 2010, in each case, of at least $275,000 by the Purchased Subsidiaries and/or their Subsidiaries or, with respect to the Indian Company, of at least $100,000; (ii) for the sale by any Purchased Subsidiary or any of its Subsidiaries of materials, supplies, goods, services, equipment or other assets that (A) has generated billed revenue during the period from January 1, 2010 to October 31, 2010 or (B) pursuant to its terms, requires the counterparty to such Contract to make payments of billed revenue during the twelve month period immediately following October 31, 2010, in each case, of at least $275,000 to such Purchased Subsidiary or its Subsidiaries or, with respect to the Indian Company, at least $100,000; (iii) that is a note, debenture, bond, equipment trust, letter of credit, loan or other Contract representing Indebtedness for Borrowed Money or lending of money (other than to employees for travel expenses in the ordinary course of business) or loaned any amount to any of its directors, officers or employees; (vi) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other contracts relating to the borrowing of money or extension of credit (whether incurred, assumed, guaranteed or secured by any asset), other than (A) accounts receivables and payables, and (B) loans to or intercompany indebtedness between and among the Purchased Subsidiaries Subsidiaries; (vii) lease, license or their Subsidiariesother contract under which it is lessee or licensee of, or otherwise holds or operates any property, real or personal, or any Intellectual Property owned by any other party, for which the annual rental or license fee exceeds $100,000; (viii) lease, license or other contract under which it is an agreement lessor or arrangement licensor of or permits any third party to hold or operate any property, real or personal, or any Intellectual Property for a line which the annual rental or license fee exceeds $100,000; (ix) any contract containing (x) “most favored nation” pricing terms or grants to any Person of credit any right of first offer or guaranteeright of first refusal or exclusivity, pledge or undertaking (y) limiting the ability of the Indebtedness Company or any Subsidiary to engage in any business or to compete with a third party, or (z) any non-solicitation, no-hire or similar provisions that restrict the Company or any of its Subsidiaries; (x) any contract entered into during the three-year period ending on the date hereof relating to (i) the acquisition or disposition by the Company or any of its Subsidiaries of any business, division or product line or the capital stock or material assets of any other Person Person, in each case (A) for consideration in excess of $500,000 or the equivalent in other currencies or (B) pursuant to which any liabilities or obligations of the Company or its Subsidiaries remain outstanding or (ii) any merger or business combination of the Company or any of its Subsidiaries; (xi) 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 a Purchased Subsidiary or its Subsidiaries); (iv) that is a collective bargaining or similar labor agreement; (v) that is an agreement by which the use of any Intellectual Property material to the Business is licensed to any Person (other than licenses granted by the Purchased Subsidiaries or their Subsidiaries to any customer of the Purchased Subsidiaries and their Subsidiaries purchase orders entered into in the ordinary course of business); (vixii) that is an agreement by contract or group of related contracts with the same party for the sale of products or services under which any Purchased Subsidiary the undelivered balance of such products or their Subsidiaries licenses from another Person the use services has a sales price in excess of any Intellectual Property material to the Business $250,000 (other than agreements for commercially available software that is not incorporated sales orders entered into in the Pinnacle software and redistributed to customers or clients by the Purchased Subsidiary or their Subsidiaries and having a replacement cost and annual license fee as ordinary course of October 31, 2010 of less than $275,000business); (viixiii) any contract that relates to the formation, creation, operation, management or control of involves any joint venture, partnership or limited liability companysimilar arrangement; (viiixiv) any contract for the acquisition, disposition or exclusive license of Intellectual Property by or to the Company or any of its Subsidiaries; (xv) any contract involving the settlement of any Legal Proceeding (A) under which the conditions have not been fully satisfied or (B) that is contain limitations on the operations of the Company or any of its Subsidiaries; (xvi) any contract with a Governmental Body; or (xvii) any customer contract with an Affiliate of any Purchased Subsidiary the Company or any of its Subsidiaries that provides for any “most favored nation” pricing or any other similar pricing; (ix) that is an agreement that confers to any customer of the Purchased Subsidiaries current or their Subsidiaries any ownership of any material software (including source code) or other material Intellectual Property owned or developed by or on behalf of the Purchased Subsidiaries or their Subsidiaries; (x) that contains a covenant not to compete that limits the conduct of the Business; (xi) that provides for the acquisition or disposition of any business (whether by merger, sale of stock or assets or otherwise) or issuance of any Securities at any time since January 1, 2009; (xii) that is entered into with (a) Seller, (b) any Affiliate of Seller or (c) any employeeformer controlling stockholder, officer or director of the Purchased Subsidiaries, Company or any of their Subsidiaries or Seller; or (xiii) that is a material amendment or material modification to any of the foregoing currently in effect. Each such Contract described in clauses “(i)” through “(xiii)” above is described in Schedule 3.08(a) and referred to herein as a “Material Contractits Subsidiaries.” (b) Each Material Except as disclosed in Schedule 4.09(b), (a) each Significant Contract is, and immediately following the Closing will be, valid, binding and is in full force and effect and is (i) a valid and legally binding obligation of the Company or its Subsidiaries, as the case may be, and, to the knowledge of the Company, of the other parties thereto, and (ii) and is enforceable against the Company or its Subsidiaries, as the case may be, and, to the knowledge of the Company, the other parties thereto, in accordance with its terms with respect to any Purchased Subsidiary or any of their Subsidiaries party thereto andterms, to Seller’s knowledge, each other party to such Contract, in each case subject to the limitations of except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies. No Purchased Subsidiary , and (b) the Company or any one of their Subsidiaries isits Subsidiaries, as the case may be, has performed all material obligations required to be performed by it to date under the Significant Contracts and is not (with or without the lapse of time or the giving of notice, or will be, immediately following the Closing, nor to Seller’s knowledge is any other party thereto, both) in breach, violation breach or default in any material respect under any such Material Contractthereunder. None of To the Purchased Subsidiaries or their Subsidiaries has received or given any written or to SellerCompany’s knowledge, oral notice the other parties to any such Significant Contract have performed all material obligations required to be performed by them to date under the Significant Contracts and none of the other parties to any such Significant Contract is (with or claim without the lapse of time or the giving of notice, or both) in breach or default in any material breach or violation of, or default under, any Material Contract. The Purchased Subsidiaries and their Subsidiaries have not received or given any written, or to Seller’s knowledge, oral notice of an intention to terminate, not renew or challenge the validity or enforceability of, or to request a material refund (other than refunds accounted for in the Financial Statements) under, any Material Contractrespect thereunder. (c) The Purchased Subsidiaries have made available Parent has been given access to Buyer copies a true and correct copy of all Material written Significant Contracts, together with all material schedules, exhibits, amendments, waivers or other changes thereto, and a written description of the material terms of any oral Significant Contract.

Contracts and Commitments. Except as set forth in Schedule 4.12, neither the Company nor any Subsidiary of the Company is a party to: (a) any material partnership agreements or joint venture agreements; (b) any agreement requiring the payment of severance with any director, Officer (as defined in Section 4.24) or employee, or any consultant set forth on Schedule 3.08 sets forth a list 4.9(g); (c) any non-competition, secrecy or confidentiality agreement relating to the business of each Contract to which any Purchased Subsidiary the Company or any of its Subsidiaries is a party or by which it is bound: (i) for any of their assets, any other contract restricting or preventing the purchase Company's or any of materials, supplies, goods, services, equipment its Subsidiaries' or other assets (other than purchase orders Affiliates' right to enter into any line of business involving clinical laboratory products and services or Contracts for services in any contract restricting the ordinary course Company's or any of business) which (A) has resulted in payments during its Subsidiaries' right to conduct the period from January 1, 2010 to October 31, 2010 or (B) pursuant to its terms, requires payments to be made during business of the twelve months immediately following October 31, 2010, in each case, of at least $275,000 by the Purchased Subsidiaries and/or their Subsidiaries or, with respect to the Indian Company, of at least $100,000; (ii) for the sale by any Purchased Subsidiary Company or any of its Subsidiaries of materialsat any time, supplies, goods, services, equipment in any manner or other assets that (A) has generated billed revenue during at any place in the period from January 1, 2010 to October 31, 2010 or (B) pursuant to its terms, requires the counterparty to such Contract to make payments of billed revenue during the twelve month period immediately following October 31, 2010world, in each case, of at least $275,000 to such Purchased Subsidiary case other than confidentiality or non-disclosure obligations entered into by the Company or its Subsidiaries or, with respect to the Indian Company, at least $100,000; (iii) that is a note, debenture, bond, equipment trust, letter of credit, loan or other Contract representing Indebtedness for Borrowed Money or lending of money (other than to employees for travel expenses in the ordinary course of business) or between and among the Purchased Subsidiaries or their Subsidiaries, or otherwise is an agreement or arrangement for a line of credit or guarantee, pledge or undertaking of the Indebtedness of any other Person (other than a Purchased Subsidiary or its Subsidiaries); (iv) that is a collective bargaining or similar labor agreement; (v) that is an agreement by which the use of any Intellectual Property material to the Business is licensed to any Person (other than licenses granted by the Purchased Subsidiaries or their Subsidiaries to any customer of the Purchased Subsidiaries and their Subsidiaries in the ordinary course of business); (vid) that is an agreement by which any Purchased Subsidiary agreements with any current Officer, director or their Subsidiaries licenses from another Person Affiliate of the use Company or any of any Intellectual Property material to the Business (other than agreements for commercially available software that is not incorporated into the Pinnacle software and redistributed to customers or clients by the Purchased Subsidiary or their Subsidiaries and having a replacement cost and annual license fee as of October 31, 2010 of less than $275,000)its Subsidiaries; (viie) that relates to any agreements for the formation, creation, operation, management or control sale of any joint venture, partnership or limited liability company; (viii) that is with any customer of any Purchased Subsidiary the assets of the Company or any of its Subsidiaries other than in the ordinary course of business or for the grant to any person of any preferential rights to purchase any of its assets; (f) any agreement relating to the acquisition by the Company or any of its Subsidiaries of any operating business or the assets or capital stock of any other Person entered into during the last twelve (12) months; (g) any material agreements relating to the incurrence, assumption, surety or guarantee of any Indebtedness; (h) any material agreements under which the Company or any of its Subsidiaries has made advances or loans to any other Person (which shall not include advances made to an employee of the Company or any of its Subsidiaries in the ordinary course of business consistent with past practice); (i) any other agreement (or group of related agreements) the performance of which requires aggregate payments to or from the Company in excess of $250,000 per year, other than agreements entered into in the ordinary course of business; (j) any agreements that provides contain any provisions requiring the Company or any of its Subsidiaries to indemnify any other party thereto other than agreements entered into in the ordinary course of business which would not reasonably be expected to have a Company Material Adverse Effect; (k) any material written agreement for the sale of goods or services to any “Governmental Authority other than any participating provider agreement with Medicare, Medicaid, or Federal or State healthcare departments, and a copy of each such agreement has been furnished to or made available as requested by Parent prior to the date of this Agreement; (l) any material managed care agreements granting any party "most favored nation” pricing or any other similar " status with respect to pricing; (ix) that is an agreement that confers to any customer of the Purchased Subsidiaries or their Subsidiaries any ownership of any material software (including source code) or other material Intellectual Property owned or developed by or on behalf of the Purchased Subsidiaries or their Subsidiaries; (x) that contains a covenant not to compete that limits the conduct of the Business; (xi) that provides for the acquisition or disposition of any business (whether by merger, sale of stock or assets or otherwise) or issuance of any Securities at any time since January 1, 2009; (xii) that is entered into with (a) Seller, (b) any Affiliate of Seller or (c) any employee, officer or director of the Purchased Subsidiaries, any of their Subsidiaries or Seller; or (xiiim) that is a material amendment any agreement under which the Company or material modification any of its Subsidiaries licenses or transfers any rights to any material Intellectual Property rights or under which the Company or any of its Subsidiaries licenses any intellectual property rights of others except for licenses of widely available "shrink wrap," "click wrap" or similarly licensed software. Each of the foregoing currently in effect. Each such Contract described in clauses “contracts set forth on Schedule 4.12 (i)” through “(xiii)” above the "Material Contracts") is described in Schedule 3.08(a) and referred to herein as a “Material Contract.” (b) Each Material Contract is, and immediately following the Closing will be, valid, binding and in full force and effect and is the legal, valid and binding obligation of the Company and/or its Subsidiaries, enforceable against them in accordance with its terms with respect terms, subject to any Purchased Subsidiary or any of their Subsidiaries party thereto andapplicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and subject, as to enforceability, to Seller’s knowledge, each other party to such Contract, in each case subject to the limitations of bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting (regardless of whether enforcement is sought in a proceeding at law or in equity). True and complete copies of all Material Agreements have been furnished to or made available as requested by Parent. Neither the availability of specific performance and other equitable remedies. No Purchased Subsidiary or Company nor any of their its Subsidiaries ishas breached or improperly terminated any such Material Contract, or will bethe effect of which would reasonably be expected to have a Company Material Adverse Effect, immediately following and neither the ClosingCompany nor, nor to Seller’s the knowledge of the Company, any third party is any other party thereto, in breach, violation or default in any material respect under any such Material Contract, the effect of which would have a Company Material Adverse Effect. None of To the Purchased Subsidiaries or their Subsidiaries has received or given any written or to Seller’s Company's knowledge, oral there exists no condition or event that, after notice or claim lapse of time or both, would constitute any material breach such breach, termination or violation ofdefault, or default underthe effect of which would have a Company Material Adverse Effect. Except as set forth on Schedule 4.12, any Material Contract. The Purchased Subsidiaries and their Subsidiaries have not received or given any written, or to Seller’s the Company's knowledge, oral notice there is no bid or contract proposal made by the Company or any of an intention its subsidiaries that, if accepted and entered into, is likely to terminate, not renew or challenge the validity or enforceability of, or to request result in a material refund (other than refunds accounted for in loss to the Financial Statements) under, Company or any Material Contractof its Subsidiaries. (c) The Purchased Subsidiaries have made available to Buyer copies of all Material Contracts.

Contracts and Commitments. (a) Schedule 3.08 Section 3.11(a) of the Disclosure Schedules sets forth a true, complete and correct list of each Contract the following Contracts to which any Purchased Subsidiary or any of its Subsidiaries Company Group Member is a party or by which it is bound:bound (collectively, whether set forth or required to be set forth on Section 3.11(a) of the Disclosure Schedules, together with any Contract with a Key Vendor and any Affiliate Contracts, the “Material Contracts”): (i) Contracts providing for the purchase joint ventures, partnerships or sharing of materials, supplies, goods, services, equipment or other assets (other than purchase orders or Contracts for services in the ordinary course of business) which (A) has resulted in payments during the period from January 1, 2010 to October 31, 2010 or (B) pursuant to its terms, requires payments to be made during the twelve months immediately following October 31, 2010, in each case, of at least $275,000 by the Purchased Subsidiaries and/or their Subsidiaries or, profits with respect to the Indian Company, of at least $100,000any third party; (ii) for the sale by any Purchased Subsidiary or any of its Subsidiaries of materials, supplies, goods, services, equipment or other assets that (A) has generated billed revenue during the period from January 1, 2010 to October 31, 2010 or (B) pursuant to its terms, requires the counterparty to such Contract to make payments of billed revenue during the twelve month period immediately following October 31, 2010, in each case, of at least $275,000 to such Purchased Subsidiary or its Subsidiaries or, with respect to the Indian Company, at least $100,000; (iii) that is a note, debenture, bond, equipment trust, letter of credit, loan or other Contract representing Indebtedness for Borrowed Money or lending of money (other than to employees for travel expenses in the ordinary course of business) or between and among the Purchased Subsidiaries or their Subsidiaries, or otherwise is an agreement or arrangement for a line of credit or guarantee, pledge or undertaking of the Indebtedness of any other Person (other than a Purchased Subsidiary or its Subsidiaries); (iv) that is a collective bargaining or similar labor agreement; (v) that is an agreement by which the use of any Intellectual Property material to the Business is licensed to any Person (other than licenses granted by the Purchased Subsidiaries or their Subsidiaries to any customer of the Purchased Subsidiaries and their Subsidiaries in the ordinary course of business); (vi) that is an agreement by which any Purchased Subsidiary or their Subsidiaries licenses from another Person the use of any Intellectual Property material to the Business (other than agreements for commercially available software that is not incorporated into the Pinnacle software and redistributed to customers or clients by the Purchased Subsidiary or their Subsidiaries and having a replacement cost and annual license fee as of October 31, 2010 of less than $275,000); (vii) that relates to the formation, creation, operation, management or control of any joint venture, partnership or limited liability company; (viii) that is with any customer of any Purchased Subsidiary or any of its Subsidiaries that provides for any “most favored nation” pricing or any other similar pricing; (ix) that is an agreement that confers to any customer of the Purchased Subsidiaries or their Subsidiaries any ownership of any material software (including source code) or other material Intellectual Property owned or developed by or on behalf of the Purchased Subsidiaries or their Subsidiaries; (x) that contains a covenant not to compete that limits the conduct of the Business; (xi) that provides Contracts providing for the acquisition or disposition by any Company Group Member of any business business, division or product line (whether by merger, sale of stock or shares, sale of assets or otherwise) or issuance the acquisition by any Company Group Member of any Securities at equity interest in any time since January other Person under which there remain any obligations of the Company Group; (iii) Contracts providing for Indebtedness for borrowed money of the Company Group; (iv) Contracts with any bank, credit union or other financial institution pursuant to which the Company offers such bank’s, credit union’s or financial institution’s deposit account or loan products to any Company customer; (v) Contracts under which any Company Group Member has loaned any amount to any Person other than another Company Group Member, any portion of which remains outstanding; (vi) Contracts creating any Lien (other than Permitted Liens) upon any assets of the Company Group securing obligations in excess of $100,000; (vii) Contracts pursuant to which any Company Group Member (A) licenses in or is otherwise granted the right to use Intellectual Property or Technology of another Person that has not expired in accordance with its terms with no surviving obligations (other than (1) non-exclusive licenses for unmodified, 2009commercially available “off-the-shelf” software that have been granted on standardized, generally available terms and not material to the business of the Company Group and (2) Open Source Software); (B) licenses out or otherwise grants another Person the right to use any Intellectual Property or Technology of the Company Group (other than (1) non-exclusive licenses granted to customers in the Ordinary Course of Business consistent with past practices, under licensing terms that are consistent in all material respects, in substance, with the form agreement(s) made available to Parent and identified on Section 3.11(a)(vii) of the Disclosure Schedules, (2) non-exclusive, term-limited trademark licenses granted in the Ordinary Course of Business and incidental to commercial agreements or (3) nondisclosure agreements entered into in the Ordinary Course of Business, solely with respect to the limited right to evaluate certain information of the Company Group in accordance with the terms set forth therein); or (C) assigns or transfers or agreed to assign or transfer any material Intellectual Property or Technology to or from any Company Group Member; (viii) Contracts providing for the development of any Company Software, Company Intellectual Property or Technology purported to be owned by the Company Group (other than employee invention assignment agreements and consulting agreements that validly and effectively assign ownership thereof to the Company Group on the Company Group’s standard form); (ix) Contracts governing the transfer, licensing or other Processing of Personal Information of consumers to or by (or on behalf of) the Company Group, in each case, where such Contract is material to the business of the Company Group, taken as a whole; (x) Contracts containing provisions that expressly limit the ability of the Company Group to engage in any line of business or business activity in any geographic area or compete with any Person or that impose any exclusivity or similar obligation on any Company Group Member; (xi) Contracts providing for any grant of exclusive rights to license, market, or sell the Company Group’s products, services, Intellectual Property or Technology to any other Person, or any Contract that requires the Company Group to do business on an exclusive basis or to price any products or services on a “most favored nation” basis, or that limit price increases; (xii) Contracts that provided for the expenditure of more than $100,000 in the aggregate during the twelve-month (12-month) period ended September 30, 2024 or are reasonably expected to involve the expenditure of more than $100,000 in the aggregate by the end of the remaining term of such Contract; (xiii) Contracts pursuant to which any Company Group Member is a party, or is otherwise bound, and the contracting counterparty of which (A) is a Governmental Entity or (B) to the Knowledge of the Company, has entered into such Contract in its capacity as a prime contractor or other subcontractor of any Contract with a Governmental Entity and such Contract imposes upon the Company obligations or other liabilities due to such Governmental Entity; (xiv) leases under which the Company Group leases, subleases or otherwise has a right to occupy Leased Real Property; (xv) Contracts containing any standstill or similar agreement pursuant to which the Company Group has agreed not to acquire assets or securities of any Person; (xvi) Contracts that contain any restriction on the ability of the Company Group to (A) solicit or hire (whether as an employee, independent contractor, consultant or otherwise) any Person other than ordinary course employee non-solicit/hire arrangements that would not reasonably be expected to be material to the Company Group, taken as a whole or (B) solicit business from any Person; (xvii) Contracts providing for indemnification by the Company Group, except indemnification of directors, officers and employees as set forth in their respective organizational documents and for customary indemnification provisions in third party Contracts entered into in the Ordinary Course of Business; (xviii) all shareholder agreements, investors’ rights agreements, voting rights agreements and other similar agreements entered into with (a) Seller, (b) any Affiliate of Seller or (c) any employee, officer or director of the Purchased Subsidiaries, any of their Subsidiaries or SellerCompany Securityholders; or (xiiixix) that is a material amendment Contracts evidencing financial or material modification to commodity hedging or similar trading activities, including any of the foregoing currently in effect. Each such Contract described in clauses “(i)” through “(xiii)” above is described in Schedule 3.08(a) and referred to herein as a “Material Contractinterest rate swaps, financial derivatives master agreements or confirmations, or futures account opening agreements and/or brokerage statements or similar Contracts.” (b) Each Material Contract isis valid and binding on the Company or a Subsidiary of the Company to the extent the Company or a Subsidiary of the Company is a party thereto, as applicable, and, to the Knowledge of the Company, on each other party thereto and immediately following the Closing will be, valid, binding and is in full force and effect and enforceable in accordance with its terms terms, in each case, subject to the Bankruptcy and Equity Exception. The Company or a Subsidiary of the Company, as applicable, and, to the Knowledge of the Company, each of the other parties thereto, are not in material breach of, default or violation under, any of such Contracts and no event has occurred that, with respect to any Purchased Subsidiary notice or lapse of time, or both, would constitute such a material breach, default or violation. No Company Group Member has received notice alleging there is a material breach or default on the part of the Company or any of their its Subsidiaries party thereto and, to Seller’s knowledge, each other party to such Contract, in each case subject to the limitations of bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies. No Purchased Subsidiary or any of their Subsidiaries is, or will be, immediately following the Closing, nor to Seller’s knowledge is any other party thereto, in breach, violation or default in any material respect under any such Material Contract. None of the Purchased Subsidiaries or their Subsidiaries has received or given any written or to Seller’s knowledgeA true, oral notice or claim of any material breach or violation ofcorrect and complete copy (or, or default under, any Material Contract. The Purchased Subsidiaries and their Subsidiaries have not received or given any written, or to Seller’s knowledge, oral notice of an intention to terminate, not renew or challenge the validity or enforceability of, or to request a material refund (other than refunds accounted for in the Financial Statementscase of oral Contracts, summaries (in reasonable detail of all material provisions)) under, any of each Material ContractContract has been made available by the Company to Parent. (c) The Purchased Subsidiaries have made available Prior to Buyer the date hereof, the Company has delivered to Parent true, complete and correct copies of all Material Contractstemplate forms of Consumer Contracts to which any Company Group Member is a party or is bound as of the date hereof (each a “Consumer Contract Template”). Section 3.11(c) of the Disclosure Schedules identifies, as of the date hereof, all Consumer Contracts to which any Company Group Member is a party or is bound and that is inconsistent in form or substance with the Consumer Contract Template, in any material respect, in each case, describing the inconsistencies with reasonable particularity. “Consumer Contract” means any Contract containing the version(s) of terms of service or other subscription in effect as of the date of this Agreement, earned wage or income-based advance terms or conditions, or other loan agreement terms executed by any natural person in their personal capacity in connection with services offered by or through the Company Group currently in effect or which has any continuing obligations.

Contracts and Commitments. (a) Section 3.13 of the Disclosure Schedule 3.08 sets forth a list of each Contract lists the following contracts, commitments and/or binding understandings, whether oral or written, to which any Purchased Subsidiary the Company or any of its Subsidiaries Subsidiary is a party or by party, which it is bound:are in effect as of the date hereof (the “Contracts”): (i) all employment or consulting agreements, all contracts or commitments providing for severance, termination or similar payments, including on a change of control of the purchase Company, and all union, collective bargaining or similar agreements with labor representatives; (ii) all distributor, reseller, OEM, dealer, manufacturer’s representative, sales agency or advertising agency, finder’s and manufacturing or assembly contracts; (iii) all material contracts terminable by any other party thereto upon a change of materialscontrol of the Company or any Subsidiary or upon the failure of the Company or any Subsidiary to satisfy financial or performance criteria specified in such contract as provided therein; (iv) all leases of tangible personal property with aggregate annual payments in excess of $100,000 per year; (v) all contracts between or among the Company, suppliesany Subsidiary, goodsany holder of Company Capital Stock or any affiliate of such holder, servicesany director, equipment officer or employee of the Company or any Subsidiary or any member of his or her immediate family or any entity affiliated with any such Person relating in any way to the Company or any Subsidiary (to the extent not otherwise disclosed in Section 3.21 of the Disclosure Schedule); (vi) all contracts relating to the performance and payment of any surety bond or letter of credit required to be maintained by the Company or any Subsidiary; (vii) all contracts obligating the Company, directly or indirectly, to guarantee the payment or performance of any other assets Person; (viii) all confidentiality or non-disclosure agreements, other than purchase orders confidentiality or Contracts for non-disclosure agreements executed in connection with the sale of products or services in the ordinary course of business; (ix) all agreements or indentures relating to the borrowing of money or otherwise placing a material mortgage, pledge or other Lien on any of the assets of the Company or any Subsidiary; (x) all contracts or group of related contracts with the same party for the purchase of products or services under which the undelivered balance of such products or services is in excess of $250,000; (xi) all contracts 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 $500,000; (xii) all contracts containing exclusivity, noncompetition or nonsolicitation provisions or which would otherwise prohibit the Company or any Subsidiary from freely engaging in business anywhere in the world; and (xiii) all license agreements, transfer or joint-use agreements or other agreements providing for the payment or receipt of royalties, license, or similar fees by the Company or any Subsidiary on or after the date of signing of this Agreement in connection with the Company Intellectual Property (as defined in Section 3.14(a) hereof) except for (A) has resulted in payments during the period from January 1purchase, 2010 to October 31lease, 2010 or maintenance and support agreements for computer systems, (B) pursuant to its terms, requires payments to be made during so-called “off-the-shelf” and “shrink-wrap” license agreements for generally available software other than any such software that is included in any product of the twelve months immediately following October 31, 2010, in each case, of at least $275,000 Company or any Subsidiary or that is otherwise distributed by the Purchased Subsidiaries and/or their Subsidiaries or, with respect to the Indian Company, of at least $100,000; (ii) for the sale by any Purchased Subsidiary Company or any of its Subsidiaries of materialsSubsidiary, supplies(C) agreements described in the Disclosure Schedules under Section 3.14(b), goods, services, equipment or other assets that and (AD) has generated billed revenue during the period from January 1, 2010 non-exclusive licenses to October 31, 2010 or (B) pursuant to its terms, requires the counterparty to such Contract to make payments of billed revenue during the twelve month period immediately following October 31, 2010, customers in each case, of at least $275,000 to such Purchased Subsidiary or its Subsidiaries or, connection with respect to the Indian Company, at least $100,000; (iii) that is a note, debenture, bond, equipment trust, letter of credit, loan or other Contract representing Indebtedness for Borrowed Money or lending of money (other than to employees for travel expenses providing products and services in the ordinary course of business; (xiv) any and all other contracts or between and among commitments for capital expenditures with an amount remaining to be paid in excess of $100,000; and (xv) all agreements for the Purchased Subsidiaries or their Subsidiaries, or otherwise is an agreement or arrangement for a line of credit or guarantee, pledge or undertaking of the Indebtedness sale of any other Person capital assets with an amount remaining to be paid in excess of $100,000 (other than a Purchased Subsidiary or its Subsidiaries); (iv) that is a collective bargaining or similar labor agreement; (v) that is an agreement by which the use of any Intellectual Property material to the Business is licensed to any Person (other than licenses granted agreements for sales made by the Purchased Subsidiaries or their Subsidiaries to any customer of the Purchased Subsidiaries and their Subsidiaries Company in the ordinary course of business); (vi) that is an agreement by which any Purchased Subsidiary or their Subsidiaries licenses from another Person the use of any Intellectual Property material to the Business (other than agreements for commercially available software that is not incorporated into the Pinnacle software and redistributed to customers or clients by the Purchased Subsidiary or their Subsidiaries and having a replacement cost and annual license fee as of October 31, 2010 of less than $275,000); (vii) that relates to the formation, creation, operation, management or control of any joint venture, partnership or limited liability company; (viii) that is with any customer of any Purchased Subsidiary or any of its Subsidiaries that provides for any “most favored nation” pricing or any other similar pricing; (ix) that is an agreement that confers to any customer of the Purchased Subsidiaries or their Subsidiaries any ownership of any material software (including source code) or other material Intellectual Property owned or developed by or on behalf of the Purchased Subsidiaries or their Subsidiaries; (x) that contains a covenant not to compete that limits the conduct of the Business; (xi) that provides for the acquisition or disposition of any business (whether by merger, sale of stock or assets or otherwise) or issuance of any Securities at any time since January 1, 2009; (xii) that is entered into with (a) Seller, (b) any Affiliate of Seller or (c) any employee, officer or director of the Purchased Subsidiaries, any of their Subsidiaries or Seller; or (xiii) that is a material amendment or material modification to any of the foregoing currently in effect. Each such Contract described in clauses “(i)” through “(xiii)” above is described in Schedule 3.08(a) and referred to herein as a “Material Contract.” (b) Each Material The Company or the applicable Subsidiary has performed in all material respects all obligations required to be performed by it as of the date hereof in connection with the Contracts and is not in receipt of any claim of default under any such Contract is, and immediately following the Closing will be, valid, binding and in full force and effect and enforceable in accordance with its terms with respect to any Purchased Subsidiary or any of their Subsidiaries party thereto and, to Sellerthe Company’s knowledge, each no such claim is threatened. Neither the Company nor any Subsidiary has a present expectation or intention of not fully performing any material obligation pursuant to any Contract. The Company has no knowledge of any breach or anticipated breach by any other party to such Contract, in each case subject to the limitations of bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies. No Purchased Subsidiary or any of their Subsidiaries is, or will be, immediately following the Closing, nor to Seller’s knowledge is any other party thereto, in breach, violation or default in any material respect under any such Material Contract. None of the Purchased Subsidiaries or their Subsidiaries has received or given any written or to Seller’s knowledge, oral notice or claim of any material breach or violation of, or default under, any Material Contract. The Purchased Subsidiaries and their Subsidiaries have Company has no knowledge that any existing contracts or subcontracts with the Company’s or any Subsidiary’s customers cannot be fully performed by the Company or the applicable Subsidiary. Neither the Company nor any Subsidiary has any obligation to refund payments received or given any written, or for work not yet performed under contracts where the percentage of work completed is less than the percentage of revenues received to Seller’s knowledge, oral notice of an intention to terminate, not renew or challenge the validity or enforceability of, or to request a material refund (other than refunds accounted for in the Financial Statements) under, any Material Contractdate. (c) The Purchased Subsidiaries have Prior to the date of this Agreement, the Company has made available to Buyer copies Parent in the Data Room a true and complete copy of each written Contract, and a written description of each oral Contract, together with all Material Contractsmaterial amendments, waivers or other changes thereto.

Contracts and Commitments. (a) Schedule 3.08 sets forth a list As of each Contract to which any Purchased Subsidiary the date hereof, none of Olsten or any of its Subsidiaries is a party to any existing contract, obligation or by commitment of any type in any of the following categories except for contracts filed as exhibits to the Olsten SEC Reports or set forth in Section 4.20 of the Olsten Disclosure Statement (true and complete copies of which it is bound:contracts have been delivered to or made available to Adecco): (i) contracts that provide for the purchase annual payments to or by Olsten or any of materialsits Subsidiaries aggregating in excess of $6,000,000; (ii) any contract under which Olsten or any Subsidiary has or may, supplies, goods, services, equipment or other assets (other than purchase orders or Contracts except by way of endorsement of negotiable instruments for services collection in the ordinary course of businessbusiness and consistent with past practice, become absolutely or contingently or otherwise liable for (x) which (A) has resulted in payments during the period from January 1performance under a contract of any other person, 2010 to October 31, 2010 firm or corporation or (By) pursuant to its termsthe whole or any part of the indebtedness or liabilities of any other person, requires payments to be made during the twelve months immediately following October 31, 2010firm or corporation, in each caseall cases, individually in excess of at least $275,000 by 1,000,000 and in the Purchased Subsidiaries and/or their Subsidiaries or, with respect to the Indian Company, aggregate in excess of at least $100,0005,000,000; (iiiii) for the sale employment agreements, consulting agreements, contracts or commitments with any employee or member of Olsten's Board of Directors, other than those which are terminable by any Purchased Subsidiary Olsten or any of its Subsidiaries on not more than thirty days notice without liability or financial obligation, and within each such category of materialsagreements, suppliescontracts or commitments, goods, services, equipment or other assets that (A) has generated billed revenue during the period from January 1, 2010 to October 31, 2010 or (B) pursuant to its terms, requires the counterparty to such Contract to make payments which are individually in excess of billed revenue during the twelve month period immediately following October 31, 2010, in each case, of at least $275,000 to such Purchased Subsidiary or its Subsidiaries or, with respect to the Indian Company, at least $100,000; (iii) that is a note, debenture, bond, equipment trust, letter of credit, loan or other Contract representing Indebtedness for Borrowed Money or lending of money (other than to employees for travel expenses in the ordinary course of business) or between and among the Purchased Subsidiaries or their Subsidiaries, or otherwise is an agreement or arrangement for a line of credit or guarantee, pledge or undertaking of the Indebtedness of any other Person (other than a Purchased Subsidiary or its Subsidiaries)150,000; (iv) that is a collective bargaining any agreements or similar labor agreementplans, including, without limitation, any stock option, stock appreciation right or stock purchase plans or agreements, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (v) that is an agreement by which the use any contract with any director, officer or more than 5% stockholder of Olsten other than in such person's capacity as a director or officer of Olsten or any contract with any entity in which, to Olsten's knowledge, any director, officer or more than 5% stockholder or any family member of any Intellectual Property director, officer or stockholder has a material to the Business is licensed to any Person (other than licenses granted by the Purchased Subsidiaries or their Subsidiaries to any customer of the Purchased Subsidiaries and their Subsidiaries in the ordinary course of business)economic interest; (vi) any contract that is an agreement by which limits or restricts in any Purchased Subsidiary or their Subsidiaries licenses from another Person the use of any Intellectual Property material to the Business (other than agreements for commercially available software that is not incorporated into the Pinnacle software and redistributed to customers or clients by the Purchased Subsidiary or their Subsidiaries and having a replacement cost and annual license fee as of October 31, 2010 of less than $275,000); (vii) that relates to the formation, creation, operation, management or control of any joint venture, partnership or limited liability company; (viii) that is with any customer of any Purchased Subsidiary respect where Olsten or any of its Subsidiaries may conduct its or their business or the type or line of business that provides for any “most favored nation” pricing Olsten or any other similar pricing;of its Subsidiaries may engage in; and (ixvii) that is an any material contract containing any agreement that confers with respect to any customer change of the Purchased Subsidiaries or their Subsidiaries any ownership of any material software (including source code) or other material Intellectual Property owned or developed by or on behalf of the Purchased Subsidiaries or their Subsidiaries; (x) that contains a covenant not to compete that limits the conduct of the Business; (xi) that provides for the acquisition or disposition of any business (whether by merger, sale of stock or assets or otherwise) or issuance of any Securities at any time since January 1, 2009; (xii) that is entered into with (a) Seller, (b) any Affiliate of Seller or (c) any employee, officer or director of the Purchased Subsidiaries, any of their Subsidiaries or Seller; or (xiii) that is a material amendment or material modification to any of the foregoing currently in effect. Each such Contract described in clauses “(i)” through “(xiii)” above is described in Schedule 3.08(a) and referred to herein as a “Material Contractcontrol.” (b) Each Material Contract is, and immediately following All of the Closing will be, valid, binding and contracts listed in Section 4.20 of the Olsten Disclosure Statement are in full force and effect and enforceable in accordance with its terms with respect effect, except for those contracts the ineffectiveness of which would not reasonably be expected to any Purchased Subsidiary or any of their Subsidiaries party thereto and, to Seller’s knowledge, each other party to such Contract, in each case subject to the limitations of bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies. No Purchased Subsidiary or any of their Subsidiaries is, or will be, immediately following the Closing, nor to Seller’s knowledge is any other party thereto, in breach, violation or default in any material respect under any such have an Olsten Material ContractAdverse Effect. None of the Purchased Olsten or its Subsidiaries or their Subsidiaries has received or given any written or to Seller’s knowledge, oral notice or claim is in breach of any material breach or violation of, or default underunder any contract to which it is a party, any Material Contract. The Purchased Subsidiaries and their Subsidiaries have not received except for breaches or given any writtendefaults that would not, individually or to Seller’s knowledge, oral notice of an intention to terminate, not renew or challenge the validity or enforceability of, or to request a material refund (other than refunds accounted for in the Financial Statementsaggregate, either impair Olsten's or OHS' (as applicable) under, any ability to consummate the Merger or the Split-Off or the other transactions contemplated hereby or by the Separation Agreement or have an Olsten Material ContractAdverse Effect. (c) The Purchased Subsidiaries have made available to Buyer copies of all Material Contracts.

Contracts and Commitments. (a) Schedule 3.08 sets forth 3.16 attached hereto contains a true, complete and correct list and description of each Contract the following contracts and agreements, whether written or oral (collectively, the "Contracts"): (1) all loan agreements, indentures, mortgages and guaranties to which any Purchased Subsidiary the Company or any of its the Subsidiaries is a party or by which it the Company or any of the Subsidiaries or any of their property is bound:; (i2) for the purchase of materialsall pledges, suppliesconditional sale or title retention agreements, goods, servicessecurity agreements, equipment obligations, personal property leases and lease purchase agreements to which the Company or other assets any of the Subsidiaries is a party or by which the Company or any of the Subsidiaries or any of their property is bound; (3) all contracts, agreements, commitments, (other than purchase orders orders) or Contracts for services in other understandings or arrangements to which the ordinary course Company or any of business) the Subsidiaries is a party or by which the Company or any of the Subsidiaries or any of their property is bound which (A) involve payments or receipts by the Company or any of the Subsidiaries of more than $25,000 in the case of any single contract, agreement, commitment, understanding or arrangement under which full performance (including payment) has resulted in payments during the period from January 1, 2010 to October 31, 2010 not been rendered by all parties thereto or (B) pursuant to its termswhich may materially adversely affect the condition (financial or otherwise) or the properties, requires payments to be made during assets, business or prospects of the twelve months immediately following October 31, 2010, in each case, Company or any of at least $275,000 by the Purchased Subsidiaries and/or their Subsidiaries or, with respect to the Indian Company, of at least $100,000Subsidiaries; (ii4) for all collective bargaining agreements, employment and consulting agreements, executive compensation plans, bonus plans, deferred compensation agreements, pension plans, retirement plans, employee stock option or stock purchase plans and group life, health and accident insurance and other employee benefit plans, agreements, arrangements or commitments to which the sale Company or any of the Subsidiaries is a party or by which the Company or any Purchased Subsidiary of the Subsidiaries or any of their property is bound; (5) all agency, distributor, sales representative, franchise or similar agreements to which the Company or any of the Subsidiaries is a party or by which the Company or any of the Subsidiaries or any of their property is bound; (6) all contracts, agreements or other understandings or arrangements between the Company and any of the Subsidiaries (including, but not limited to, any tax sharing arrangements) or between the Company and the Parent or their affiliates; (7) all leases, whether operating, capital or otherwise, under which the Company or any of the Subsidiaries is lessor or lessee; (8) all contracts, agreements and other documents or information relating to past disposal of waste (whether or not hazardous), and sales of steel scrap, prototypes, tools and dies; (9) all contracts, agreements or other arrangements imposing a non-competition or non-solicitation obligation on the Company or any of its Subsidiaries of materials, supplies, goods, services, equipment or other assets that (A) has generated billed revenue during the period from January 1, 2010 to October 31, 2010 or (B) pursuant to its terms, requires the counterparty to such Contract to make payments of billed revenue during the twelve month period immediately following October 31, 2010, in each case, of at least $275,000 to such Purchased Subsidiary or its Subsidiaries or, with respect to the Indian Company, at least $100,000;Subsidiaries; and (iii10) that is a note, debenture, bond, equipment trust, letter of credit, loan any other material agreements or other Contract representing Indebtedness for Borrowed Money or lending of money contracts (other than to employees for travel expenses in the ordinary course of businesspurchase orders) or between and among the Purchased Subsidiaries or their Subsidiaries, or otherwise is an agreement or arrangement for a line of credit or guarantee, pledge or undertaking of the Indebtedness of any other Person (other than a Purchased Subsidiary or its Subsidiaries); (iv) that is a collective bargaining or similar labor agreement; (v) that is an agreement by which the use of any Intellectual Property material to the Business is licensed to any Person (other than licenses granted entered into by the Purchased Subsidiaries or their Subsidiaries to any customer of the Purchased Subsidiaries and their Subsidiaries in the ordinary course of business); (vi) that is an agreement by which any Purchased Subsidiary or their Subsidiaries licenses from another Person the use of any Intellectual Property material to the Business (other than agreements for commercially available software that is not incorporated into the Pinnacle software and redistributed to customers or clients by the Purchased Subsidiary or their Subsidiaries and having a replacement cost and annual license fee as of October 31, 2010 of less than $275,000); (vii) that relates to the formation, creation, operation, management or control of any joint venture, partnership or limited liability company; (viii) that is with any customer of any Purchased Subsidiary Company or any of its Subsidiaries that provides for any “most favored nation” pricing or any other similar pricing; (ix) that is an agreement that confers to any customer of the Purchased Subsidiaries or their Subsidiaries any ownership of any material software (including source code) or other material Intellectual Property owned or developed by or on behalf of the Purchased Subsidiaries or their Subsidiaries; (x) that contains a covenant not to compete that limits the conduct of the Business; (xi) that provides for the acquisition or disposition of any business (whether by merger, sale of stock or assets or otherwise) or issuance of any Securities at any time since January 1, 2009; (xii) that is entered into with (a) Seller, (b) any Affiliate of Seller or (c) any employee, officer or director of the Purchased Subsidiaries, any of their Subsidiaries or Seller; or (xiii) that is a material amendment or material modification to any of the foregoing currently in effect. Each such Contract described in clauses “(i)” through “(xiii)” above is described in Schedule 3.08(a) and referred to herein as a “Material Contract.” (b) Except as set forth on Schedule 3.16: (1) Each Material Contract isis a valid and binding agreement of the Company or the relevant Subsidiary, and immediately following enforceable against the Closing will be, valid, binding and in full force and effect and enforceable Company or the relevant Subsidiary in accordance with its terms with respect to any Purchased Subsidiary or any of their Subsidiaries party thereto terms, and, to Seller’s the best of the Parent's knowledge, each Contract is a valid and binding agreement of the other party to such Contract, in each case subject parties thereto; (2) the Company or the relevant Subsidiary has fulfilled all material obligations required pursuant to the limitations of bankruptcy LawsContracts to have been performed by the Company or the relevant Subsidiary, other similar Laws affecting creditors’ rights and general principles of equity affecting as the availability of specific performance and other equitable remedies. No Purchased Subsidiary or any of their Subsidiaries is, or will case may be, immediately following on its part prior to the Closingdate hereof, nor and to Seller’s the best of the Parent's knowledge it will be able to fulfill, when due, all of its obligations under the Contracts which remain to be performed after the date hereof; the Company's outstanding purchase orders on the Closing Date provide for a number of units to be delivered that are consistent with the Company's historical capacity to produce such number of units within the prescribed contractual period; (3) the Company or the relevant Subsidiary is any other party thereto, not in breach, violation breach of or default in any material respect under any such Material Contract. None , and, to the best knowledge of the Purchased Parent, no event has occurred which with the passage of time or giving of notice or both would constitute such a default, result in a loss of rights or result in the creation of any lien, charge or encumbrance, thereunder or pursuant thereto; (4) to the best knowledge of the Parent, there is no existing breach or default by any other party of a material obligation under any Contract, and to the best knowledge of the Parent no event has occurred which with the passage of time or giving of notice or both would constitute a default by such other party, result in a loss of rights or result in the creation of any lien, charge or encumbrance thereunder or pursuant thereto; (5) there are not and, since October 1, 1996 have not been, any claims material in amount of a non-routine nature relating to the Company or any Subsidiary by customers of the Company or any of the Subsidiaries under any warranties, whether express or implied; (6) the Company and the Subsidiaries are not restricted by any Contract from carrying on their business anywhere in the world; and (7) neither the Company nor any of the Subsidiaries has received or given any written or oral contracts to Seller’s knowledge, oral notice sell products or claim of any material breach or violation of, or default under, any Material Contract. The Purchased Subsidiaries and their Subsidiaries have not received or given any writtenperform services which are expected to be performed at, or to Seller’s knowledgeresult in, oral notice of an intention to terminate, not renew or challenge the validity or enforceability of, or to request a material refund (other than refunds accounted for in the Financial Statements) under, any Material Contractloss. (c) The Purchased Subsidiaries have made available to Buyer True, correct and complete (in all material respects) copies of all Material ContractsContracts have previously been delivered by the Company or the Parent to the Buyer.

Contracts and Commitments. (a) Section 4.16(a) of the Company Disclosure Schedule 3.08 sets forth contains a true and complete list of each Contract the following written contracts and agreements (as amended, supplemented and modified to date, collectively, the “Contracts”): (i) all loan agreements, indentures, mortgages and guaranties, letters of credit or other agreements relating to borrowed money or pledging or placing a Lien on a Company or Subsidiary asset or to which the Company or the Subsidiary is a party and involving an obligation of more than $15,000; (ii) all pledges, conditional sale or title retention agreements, security agreements, equipment obligations, personal property leases and lease purchase agreements to which the Company or the Subsidiary is a party involving an obligation of more than $15,000; (iii) all management agreements or other agreements for the employment of any Purchased officer, individual employee, or other Person or entity on a full time, part time, or consulting basis or providing for the payment of any cash or other compensation or benefits upon the consummation of the transactions contemplated hereby, upon the termination of employment (including severance payments, but excluding payments required by applicable laws), or as performance or other bonus, to which the Company or the Subsidiary is a party; (iv) all agreements under which the Company or the Subsidiary has advanced or loaned any other Person or entity in an amount in excess of its Subsidiaries $1,000 individually or $5,000 in the aggregate (other than advances to employees for business expenses in the ordinary course of the Company’s or the Subsidiary’s business); (v) all agreements under which the Company or the Subsidiary is lessee of, or holds or operates any real property; (vi) all other contracts, agreements, commitments or purchase orders to which the Company or the Subsidiary is a party or by which it the Company, the Subsidiary, or any of their property is bound:a party and that involve future payments, liabilities or receipts by the Company or the Subsidiary of more than $15,000 in the case of any single contract, agreement or commitment or purchase order and that cannot be cancelled by the Company within 45 days’ notice without premium or penalty; (ivii) for the purchase of materialsall collective bargaining agreements, supplies, goods, services, equipment or other assets agreements with any labor union, work counsel or similar body, executive compensation plans, bonus agreements or plans, deferred compensation agreements, pension plans, retirement plans, employee stock option or stock purchase plans and group life, health and accident insurance and other employee benefit plans, agreements or arrangements to which the Company or the Subsidiary is a party; (viii) all agency, distributor, sales representative, franchise or similar agreements to which the Company or the Subsidiary is a party pursuant to which the Company or the Subsidiary has received during the immediately preceding calendar year, or expects to receive during the current calendar year, payments in excess of $15,000; (ix) all agreements concerning any partnership, joint venture, or similar arrangement to which the Company or the Subsidiary is a party; (x) all warranty agreements with respect to the Company’s or the Subsidiary’s services rendered or its products sold, leased or licensed; (xi) all agreements that provide any customer with pricing, discounts or benefits that change based on the pricing, discounts or benefits offered to other than purchase orders customers of the Company or Contracts for services the Subsidiary, including, without limitation, contracts containing “most favored nation” provisions; (xii) all agreements that contain performance guarantees; (xiii) all agreements to which the Company or the Subsidiary is a party involving the settlement of any action or threatened action with respect to which (A) any unpaid amount exceeds $15,000 or (B) conditions precedent to the settlement have not been satisfied; (xiv) all agreements appointing any agent to act on the Company’s or the Subsidiary’s behalf and all powers of attorney; (xv) all agreements which prohibits the Company or the Subsidiary from freely engaging in business anywhere in the world without any limitation or adverse consequences; and (xvi) all other agreements (or group of related agreements) (x) the performance of which involves consideration of $15,000 per year or $25,000 in the aggregate or which cannot be cancelled by the Company within 45 days notice without premium or penalty or (y) which is material to the Company and was not entered into in the ordinary course of business) which (A) has resulted in payments during the period from January 1, 2010 to October 31, 2010 or (B) pursuant to its terms, requires payments to be made during the twelve months immediately following October 31, 2010, in each case, of at least $275,000 by the Purchased Subsidiaries and/or their Subsidiaries or, with respect to the Indian Company, of at least $100,000; (ii) for the sale by any Purchased Subsidiary or any of its Subsidiaries of materials, supplies, goods, services, equipment or other assets that (A) has generated billed revenue during the period from January 1, 2010 to October 31, 2010 or (B) pursuant to its terms, requires the counterparty to such Contract to make payments of billed revenue during the twelve month period immediately following October 31, 2010, in each case, of at least $275,000 to such Purchased Subsidiary or its Subsidiaries or, with respect to the Indian Company, at least $100,000; (iii) that is a note, debenture, bond, equipment trust, letter of credit, loan or other Contract representing Indebtedness for Borrowed Money or lending of money (other than to employees for travel expenses in the ordinary course of business) or between and among the Purchased Subsidiaries or their Subsidiaries, or otherwise is an agreement or arrangement for a line of credit or guarantee, pledge or undertaking of the Indebtedness of any other Person (other than a Purchased Subsidiary or its Subsidiaries); (iv) that is a collective bargaining or similar labor agreement; (v) that is an agreement by which the use of any Intellectual Property material to the Business is licensed to any Person (other than licenses granted by the Purchased Subsidiaries or their Subsidiaries to any customer of the Purchased Subsidiaries and their Subsidiaries in the ordinary course of business); (vi) that is an agreement by which any Purchased Subsidiary or their Subsidiaries licenses from another Person the use of any Intellectual Property material to the Business (other than agreements for commercially available software that is not incorporated into the Pinnacle software and redistributed to customers or clients by the Purchased Subsidiary or their Subsidiaries and having a replacement cost and annual license fee as of October 31, 2010 of less than $275,000); (vii) that relates to the formation, creation, operation, management or control of any joint venture, partnership or limited liability company; (viii) that is with any customer of any Purchased Subsidiary or any of its Subsidiaries that provides for any “most favored nation” pricing or any other similar pricing; (ix) that is an agreement that confers to any customer of the Purchased Subsidiaries or their Subsidiaries any ownership of any material software (including source code) or other material Intellectual Property owned or developed by or on behalf of the Purchased Subsidiaries or their Subsidiaries; (x) that contains a covenant not to compete that limits the conduct of the Business; (xi) that provides for the acquisition or disposition of any business (whether by merger, sale of stock or assets or otherwise) or issuance of any Securities at any time since January 1, 2009; (xii) that is entered into with (a) Seller, (b) any Affiliate of Seller or (c) any employee, officer or director of the Purchased Subsidiaries, any of their Subsidiaries or Seller; or (xiii) that is a material amendment or material modification to any of the foregoing currently in effect. Each such Contract described in clauses “(i)” through “(xiii)” above is described in Schedule 3.08(a) and referred to herein as a “Material Contract.” (b) Each Material Except as set forth in Section 4.16(b) of the Company Disclosure Schedule: (i) each Contract isis a valid and binding agreement of the Company or the Subsidiary, as applicable, enforceable against the Company or the Subsidiary, as applicable, in accordance with its terms, and, to the Company’s Knowledge, each Contract is a valid and immediately following binding agreement of the Closing will beother parties thereto, validand, binding to the Company’s Knowledge, shall continue to be so enforceable and in full force and effect and enforceable in accordance with its on identical terms with respect to any Purchased Subsidiary or any of their Subsidiaries party thereto and, to Seller’s knowledge, each other party to such Contract, in each case subject to the limitations of bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies. No Purchased Subsidiary or any of their Subsidiaries is, or will be, immediately following the Closing; (ii) the Company or the Subsidiary has fulfilled all material obligations required pursuant to the Contracts to have been performed by the Company or the Subsidiary, as applicable, prior to the date hereof and the Closing Date; (iii) neither the Company nor to Seller’s knowledge the Subsidiary is any other party thereto, in breach, violation breach of or default in under any material respect under any such Material Contract. None ; and (iv) Parent has been supplied with, or has been given access to, a true, correct, and complete copy in all material respects of all written Contracts and a true, correct, and complete summary of the Purchased Subsidiaries or their Subsidiaries has received or given any written or to Seller’s knowledge, oral notice or claim material provisions of any material breach Contract not in writing, together with all amendments, waivers or violation of, or default under, any Material Contract. The Purchased Subsidiaries and their Subsidiaries have not received or given any written, or to Seller’s knowledge, oral notice of an intention to terminate, not renew or challenge the validity or enforceability of, or to request a material refund (other than refunds accounted for in the Financial Statements) under, any Material Contractchanges thereto. (c) The Purchased Subsidiaries have made available to Buyer copies of all Material Contracts.

Contracts and Commitments. Except for those contracts listed on Schedule 3.14 (a) Schedule 3.08 sets forth a list of each Contract to which any Purchased Subsidiary or the “Material Contracts”), neither the Company nor any of its Subsidiaries is a party or by which it is boundto: (a) any material distributor, dealer, manufacturer’s representative or sales agency agreement; (b) any original equipment manufacturer agreement; (c) any agreement with another Person (i) materially limiting or restricting the ability of the Company or any Subsidiary to enter into or engage in any market, line of business or geographic area, (ii) requiring the Company or any of its Subsidiaries to deal on an exclusive basis with any Person; or (iii) containing any provisions requiring the Company or any Subsidiary to offer any Person terms or concessions at least as favorable as offered to one or more parties; (d) any agreement with any current officer, director, stockholder or Affiliate of the Company or any of its Subsidiaries; (e) any agreement for the purchase employment of materialsany officer, supplies, goods, services, equipment individual employee or other person on a full time, part-time, consulting or other basis providing annual compensation in excess of $100,000 or which cannot be terminated by the Company or any Subsidiary thereof on less than thirty (30) days’ notice without liability for any penalty, payment or other obligation; (f) collective bargaining agreement or other agreement with any trade union or employee organization in respect of or affecting employees; (g) any agreements for the sale of any of the properties, rights or assets of the Company or any of its Subsidiaries (other than purchase orders or Contracts for services inventory in the ordinary course of business) which (A) has resulted business for consideration in payments during the period from January 1, 2010 to October 31, 2010 or (B) pursuant to its terms, requires payments to be made during the twelve months immediately following October 31, 2010, in each case, excess of at least $275,000 by the Purchased Subsidiaries and/or their Subsidiaries or, with respect to the Indian Company, of at least $100,00050,000); (iih) for any agreement relating to the sale acquisition by any Purchased Subsidiary the Company or any of its Subsidiaries of materials, supplies, goods, services, equipment any operating business or other the assets that (A) has generated billed revenue during the period from January 1, 2010 to October 31, 2010 or (B) pursuant to its terms, requires the counterparty to such Contract to make payments of billed revenue during the twelve month period immediately following October 31, 2010, in each case, of at least $275,000 to such Purchased Subsidiary or its Subsidiaries or, with respect to the Indian Company, at least $100,000; (iii) that is a note, debenture, bond, equipment trust, letter of credit, loan or other Contract representing Indebtedness for Borrowed Money or lending of money (other than to employees for travel expenses in the ordinary course of business) or between and among the Purchased Subsidiaries or their Subsidiaries, or otherwise is an agreement or arrangement for a line of credit or guarantee, pledge or undertaking of the Indebtedness capital stock of any other Person (other than a Purchased Subsidiary or its Subsidiaries); (iv) that is a collective bargaining or similar labor agreement; (v) that is an agreement by with respect to which the use of any Intellectual Property material to the Business is licensed to any Person (other than licenses granted by the Purchased Subsidiaries or their Subsidiaries to any customer of the Purchased Subsidiaries and their Subsidiaries in the ordinary course of business); (vi) that is an agreement by which any Purchased Subsidiary or their Subsidiaries licenses from another Person the use of any Intellectual Property material to the Business (other than agreements for commercially available software that is not incorporated into the Pinnacle software and redistributed to customers or clients by the Purchased Subsidiary or their Subsidiaries and having a replacement cost and annual license fee as of October 31, 2010 of less than $275,000); (vii) that relates to the formation, creation, operation, management or control of any joint venture, partnership or limited liability company; (viii) that is with any customer of any Purchased Subsidiary Company or any of its Subsidiaries that provides for has any “most favored nation” pricing continuing rights or any other similar pricingobligations; (ixi) that any agreements relating to the incurrence, assumption, surety or guarantee of any Indebtedness and any performance bonds or letters of credit, whether or not drawn or called; (j) any agreement related to material Intellectual Property Assets; (k) (i) any agreement the Company or any of its Subsidiaries has made payments under of more than $100,000 in the twelve (12) calendar months ended April 30, 2015 or (ii) any agreement which requires or contemplates payments by the Company or any of its Subsidiaries of more than $100,000 in the twelve (12) full calendar months after April 30, 2015; (i) any agreement the Company or any of its Subsidiaries has received payments pursuant to, of more than $100,000 in the twelve (12) calendar months ended April 30, 2015, or (ii) any agreement which requires or contemplates payments to the Company or any of its Subsidiaries of more than $100,000 in the twelve (12) full calendar months after April 30, 2015; (m) any deposit agreements, indentures, mortgages, pledge agreements, security agreements, deeds of trust, conditional sale agreements or other agreements granting a Lien (other than Permitted Liens) on any of the assets of the Company or any of its Subsidiaries to any Person; or (n) any joint venture, strategic alliance, partnership, limited partnership or other similar agreements; (o) any agreement containing a right of first refusal, first offer or first negotiation or is an a requirements contract; (p) any agreement that confers relates to any customer of the Purchased Subsidiaries issuance or their Subsidiaries any ownership of any material software (including source code) securities, equity, ownership or other material Intellectual Property owned voting interests, or developed by securities convertible into or on behalf exchangeable for securities, equity, ownership or voting interests of the Purchased Subsidiaries Company or their any of its Subsidiaries; (xq) that contains a covenant not to compete that limits the conduct any agreement or contract containing any “earn-out”, contingent or deferred purchase price or similar contingent payment obligation or any material indemnification obligations; and (r) any agreement with any employee or other service provider of the Business; (xi) Company or any of its Subsidiaries containing any retention, “change of control” or similar provision that provides for may be triggered by the acquisition transactions contemplated by this Agreement or disposition any agreement as to length of notice or severance payment required to terminate his or her employment, other than such arising from any business (whether by mergerapplicable law from the employment of an employee without an agreement as to notice or severance. Prior to the date of this Agreement, sale the Company has made available to the Buyer true, correct and complete copies of stock or assets or otherwise) or issuance of any Securities at any time since January 1all Material Contracts; provided, 2009; (xii) however, that is the Company has not disclosed to the Buyer certain confidentiality agreements entered into with (a) Sellerother prospective bidders prior to May 12, (b) any Affiliate of Seller or (c) any employee, officer or director 2015 in connection with the sale of the Purchased SubsidiariesCompany, which the Company will provide to the Buyer on Closing and none of which contains any obligations of the Company or any of their its Subsidiaries or Seller; or (xiii) that is a material amendment or material modification to any of other than those contained in the foregoing currently in effectConfidentiality Agreement. Each such Contract described in clauses “(i)” through “(xiii)” above is described in Schedule 3.08(a) and referred to herein as a “Material Contract.” (b) Each Material Contract is, and immediately following the Closing will be, valid, binding and is in full force and effect and is the legal, valid and binding obligation of the Company and/or its Subsidiaries, enforceable against them in accordance with its terms terms, and to the Company’s knowledge, the other parties thereto, except as such enforceability may be limited by General Enforceability Exceptions. There exists no breach or default (or event which with respect to or without the lapse of time or the giving of notice, or both would constitute a breach or default), under any Purchased Subsidiary Material Contract by the Company or any of their Subsidiaries party thereto and, to Seller’s knowledge, each other party to such Contract, in each case subject to its Subsidiaries. Neither the limitations of bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies. No Purchased Subsidiary or Company nor any of their Subsidiaries is, or will be, immediately following the Closing, nor to Seller’s knowledge is any other party thereto, in breach, violation or default in any material respect under any such Material Contract. None of the Purchased Subsidiaries or their its Subsidiaries has received or given any written or other notice that it intends to Sellerterminate a Material Contract, nor has any of the Company or any of its Subsidiaries received any written notice or, to the Company’s knowledge, oral notice or claim of other notice, that any material breach or violation of, or default under, other party to any Material Contract intends to terminate a Material Contract. The Purchased Subsidiaries consummation of the transactions contemplated hereunder will not cause (A) any Material Contract to cease to be in full force and their Subsidiaries have not received effect, (B) the breach of any terms or given any written, or to Seller’s knowledge, oral notice conditions of an intention to terminate, not renew or challenge the validity or enforceability of, or to request a material refund (other than refunds accounted for in the Financial Statements) under, any Material Contract, (C) the forfeiture or impairment of any material rights under any Material Contract or (D) any penalty or other adverse consequence under any Material Contract, in any of the foregoing clauses (B) through (D) that, individually or in the aggregate, would be material to the Company or would interfere in any respect with the conduct of the Business. (c) The Purchased Subsidiaries have made available to Buyer copies of all Material Contracts.

Contracts and Commitments. (a) Schedule 3.08 sets forth 3.16 attached hereto contains a true, complete and ------------- correct list and description of each Contract the following contracts and agreements, whether written or oral (collectively, the "Contracts"): (1) all loan agreements, indentures, mortgages and guaranties to which any Purchased Subsidiary the Company or any of its the Subsidiaries is a party or by which it the Company or any of the Subsidiaries or any of their property is bound:; (i2) for the purchase of materialsall pledges, suppliesconditional sale or title retention agreements, goods, servicessecurity agreements, equipment obligations, personal property leases and lease purchase agreements to which the Company or other assets any of the Subsidiaries is a party or by which the Company or any of the Subsidiaries or any of their property is bound; (3) all contracts, agreements, commitments, (other than purchase orders orders) or Contracts for services in other understandings or arrangements to which the ordinary course Company or any of business) the Subsidiaries is a party or by which the Company or any of the Subsidiaries or any of their property is bound which (A) involve payments or receipts by the Company or any of the Subsidiaries of more than $25,000 in the case of any single contract, agreement, commitment, understanding or arrangement under which full performance (including payment) has resulted in payments during the period from January 1, 2010 to October 31, 2010 not been rendered by all parties thereto or (B) pursuant to its termswhich may materially adversely affect the condition (financial or otherwise) or the properties, requires payments to be made during assets, business or prospects of the twelve months immediately following October 31, 2010, in each case, Company or any of at least $275,000 by the Purchased Subsidiaries and/or their Subsidiaries or, with respect to the Indian Company, of at least $100,000Subsidiaries; (ii4) for all collective bargaining agreements, employment and consulting agreements, executive compensation plans, bonus plans, deferred compensation agreements, pension plans, retirement plans, employee stock option or stock purchase plans and group life, health and accident insurance and other employee benefit plans, agreements, arrangements or commitments to which the sale Company or any of the Subsidiaries is a party or by which the Company or any Purchased Subsidiary of the Subsidiaries or any of their property is bound; (5) all agency, distributor, sales representative, franchise or similar agreements to which the Company or any of the Subsidiaries is a party or by which the Company or any of the Subsidiaries or any of their property is bound; (6) all contracts, agreements or other understandings or arrangements between the Company and any of the Subsidiaries (including, but not limited to, any tax sharing arrangements) or between the Company and the Parent or their affiliates; (7) all leases, whether operating, capital or otherwise, under which the Company or any of the Subsidiaries is lessor or lessee; (8) all contracts, agreements and other documents or information relating to past disposal of waste (whether or not hazardous), and sales of steel scrap, prototypes, tools and dies; (9) all contracts, agreements or other arrangements imposing a non-competition or non-solicitation obligation on the Company or any of its Subsidiaries of materials, supplies, goods, services, equipment or other assets that (A) has generated billed revenue during the period from January 1, 2010 to October 31, 2010 or (B) pursuant to its terms, requires the counterparty to such Contract to make payments of billed revenue during the twelve month period immediately following October 31, 2010, in each case, of at least $275,000 to such Purchased Subsidiary or its Subsidiaries or, with respect to the Indian Company, at least $100,000;Subsidiaries; and (iii10) that is a note, debenture, bond, equipment trust, letter of credit, loan any other material agreements or other Contract representing Indebtedness for Borrowed Money or lending of money contracts (other than to employees for travel expenses in the ordinary course of businesspurchase orders) or between and among the Purchased Subsidiaries or their Subsidiaries, or otherwise is an agreement or arrangement for a line of credit or guarantee, pledge or undertaking of the Indebtedness of any other Person (other than a Purchased Subsidiary or its Subsidiaries); (iv) that is a collective bargaining or similar labor agreement; (v) that is an agreement by which the use of any Intellectual Property material to the Business is licensed to any Person (other than licenses granted entered into by the Purchased Subsidiaries or their Subsidiaries to any customer of the Purchased Subsidiaries and their Subsidiaries in the ordinary course of business); (vi) that is an agreement by which any Purchased Subsidiary or their Subsidiaries licenses from another Person the use of any Intellectual Property material to the Business (other than agreements for commercially available software that is not incorporated into the Pinnacle software and redistributed to customers or clients by the Purchased Subsidiary or their Subsidiaries and having a replacement cost and annual license fee as of October 31, 2010 of less than $275,000); (vii) that relates to the formation, creation, operation, management or control of any joint venture, partnership or limited liability company; (viii) that is with any customer of any Purchased Subsidiary Company or any of its Subsidiaries that provides for any “most favored nation” pricing or any other similar pricing;the Subsidiaries. (ix1) that Each Contract is an a valid and binding agreement that confers to any customer of the Purchased Subsidiaries Company or their Subsidiaries any ownership of any material software (including source code) the relevant Subsidiary, enforceable against the Company or other material Intellectual Property owned or developed by or on behalf of the Purchased Subsidiaries or their Subsidiaries; (x) that contains a covenant not to compete that limits the conduct of the Business; (xi) that provides for the acquisition or disposition of any business (whether by merger, sale of stock or assets or otherwise) or issuance of any Securities at any time since January 1, 2009; (xii) that is entered into with (a) Seller, (b) any Affiliate of Seller or (c) any employee, officer or director of the Purchased Subsidiaries, any of their Subsidiaries or Seller; or (xiii) that is a material amendment or material modification to any of the foregoing currently in effect. Each such Contract described in clauses “(i)” through “(xiii)” above is described in Schedule 3.08(a) and referred to herein as a “Material Contract.” (b) Each Material Contract is, and immediately following the Closing will be, valid, binding and in full force and effect and enforceable relevant Subsidiary in accordance with its terms with respect to any Purchased Subsidiary or any of their Subsidiaries party thereto terms, and, to Seller’s the best of the Parent's knowledge, each Contract is a valid and binding agreement of the other party to such Contract, in each case subject parties thereto; (2) the Company or the relevant Subsidiary has fulfilled all material obligations required pursuant to the limitations of bankruptcy LawsContracts to have been performed by the Company or the relevant Subsidiary, other similar Laws affecting creditors’ rights and general principles of equity affecting as the availability of specific performance and other equitable remedies. No Purchased Subsidiary or any of their Subsidiaries is, or will case may be, immediately following on its part prior to the Closingdate hereof, nor and to Seller’s the best of the Parent's knowledge it will be able to fulfill, when due, all of its obligations under the Contracts which remain to be performed after the date hereof; the Company's outstanding purchase orders on the Closing Date provide for a number of units to be delivered that are consistent with the Company's historical capacity to produce such number of units within the prescribed contractual period; (3) the Company or the relevant Subsidiary is any other party thereto, not in breach, violation breach of or default in any material respect under any such Material Contract. None , and, to the best knowledge of the Purchased Parent, no event has occurred which with the passage of time or giving of notice or both would constitute such a default, result in a loss of rights or result in the creation of any lien, charge or encumbrance, thereunder or pursuant thereto; (4) to the best knowledge of the Parent, there is no existing breach or default by any other party of a material obligation under any Contract, and to the best knowledge of the Parent no event has occurred which with the passage of time or giving of notice or both would constitute a default by such other party, result in a loss of rights or result in the creation of any lien, charge or encumbrance thereunder or pursuant thereto; (5) there are not and, since October 1, 1996 have not been, any claims material in amount of a non-routine nature relating to the Company or any Subsidiary by customers of the Company or any of the Subsidiaries under any warranties, whether express or implied; (6) the Company and the Subsidiaries are not restricted by any Contract from carrying on their business anywhere in the world; and (7) neither the Company nor any of the Subsidiaries has received or given any written or oral contracts to Seller’s knowledge, oral notice sell products or claim of any material breach or violation of, or default under, any Material Contract. The Purchased Subsidiaries and their Subsidiaries have not received or given any writtenperform services which are expected to be performed at, or to Seller’s knowledgeresult in, oral notice of an intention to terminate, not renew or challenge the validity or enforceability of, or to request a material refund (other than refunds accounted for in the Financial Statements) under, any Material Contractloss. (c) The Purchased Subsidiaries have made available to Buyer True, correct and complete (in all material respects) copies of all Material ContractsContracts have previously been delivered by the Company or the Parent to the Buyer.

Contracts and Commitments. (a) Section 3.11(a) of the Disclosure Schedule 3.08 sets forth a list lists, as of each Contract the date hereof, all of the following Contracts to which any Purchased Subsidiary or any of its Subsidiaries Acquired Company is a party or by which it is boundparty: (i) for the purchase any Contract of materials, supplies, goods, services, equipment or other assets any Acquired Company involving aggregate consideration in excess of One Hundred Thousand Dollars (other than purchase orders or Contracts for services in the ordinary course of business) which (A) has resulted in payments during the period from January 1, 2010 to October 31, 2010 or (B) pursuant to its terms, requires payments to be made during the twelve months immediately following October 31, 2010, in each case, of at least $275,000 by the Purchased Subsidiaries and/or their Subsidiaries or, with respect to the Indian Company, of at least $100,000) per annum; (ii) for the sale by any Purchased Subsidiary partnership agreement or any of its Subsidiaries of materials, supplies, goods, services, equipment or other assets that (A) has generated billed revenue during the period from January 1, 2010 to October 31, 2010 or (B) joint venture Contract pursuant to its terms, requires the counterparty to such Contract which an Acquired Company has an obligation to make payments an investment in or loan to any Person or that involves a sharing of billed revenue during revenues, profits, losses, costs or liabilities by an Acquired Company with any Person (other than the twelve month period immediately following October 31, 2010, in each case, of at least $275,000 to such Purchased Subsidiary or its Subsidiaries or, with respect to the Indian Company, at least $100,000); (iii) that is a note, debenture, bond, equipment trust, letter of credit, loan or other any Contract representing Indebtedness for Borrowed Money or lending of money with the top twenty (other than to employees for travel expenses in the ordinary course of business20) or between and among the Purchased Subsidiaries or their Subsidiaries, or otherwise is an agreement or arrangement for a line of credit or guarantee, pledge or undertaking customers of the Indebtedness of any other Person Acquired Companies by revenue received during the period beginning on January 1, 2018 and ending on May 31, 2018 (other than each, a Purchased Subsidiary or its Subsidiaries“Material Client”); (iv) any Contract with the top ten (10) suppliers and service providers of the Acquired Companies based on payments made during the period beginning on June 1, 2017 and ending on May 31, 2018, in each case that is material to the Acquired Company’s business and operations (each, a collective bargaining or similar labor agreement“Material Supplier”); (v) all Contracts that is an agreement by which the use require any Acquired Company to purchase its total requirements of any Intellectual Property material to product or service from a third party or that contain “take or pay” provisions; (vi) all Contracts that provide for (1) the Business is licensed to indemnification by any Acquired Company of any Person (other than licenses granted by Standard Form Customer Contracts and Non-Negotiated Vendor Contracts) or (2) the Purchased Subsidiaries or their Subsidiaries to any customer of the Purchased Subsidiaries and their Subsidiaries in the ordinary course of business); (vi) that is an agreement by which any Purchased Subsidiary or their Subsidiaries licenses from another Person the use assumption of any Intellectual Property material to the Business (Tax, environmental or other than agreements for commercially available software that is not incorporated into the Pinnacle software and redistributed to customers or clients by the Purchased Subsidiary or their Subsidiaries and having a replacement cost and annual license fee as Liability of October 31, 2010 of less than $275,000)any Person; (vii) (i) any Contract that relates includes an obligation by any of the Acquired Companies to the formationindemnify any other Person against any claim of infringement, creationmisappropriation, operationmisuse, management dilution or control violation of any joint ventureIntellectual Property Rights or Technology and (ii) any other Contract of guarantee, partnership support, assumption or limited liability companyendorsement of, or any similar commitment with respect to, the obligations, Liabilities (whether accrued, absolute, contingent or otherwise) or indebtedness of any other Person, other than, in the case of both clauses (i) and (ii), Standard Form Customer Contracts and Non-Negotiated Vendor Contracts; (viii) that is all employment agreements and Contracts with any customer independent contractors or consultants (or similar arrangements) providing for fixed compensation in excess of any Purchased Subsidiary One Hundred Fifty Thousand Dollars ($150,000) per annum to which the Acquired Companies are a party other than such employment agreements or any of its Subsidiaries that provides for any “most favored nation” pricing Contracts which are terminable without cost or any other similar pricingliability to the Acquired Companies and with no more than sixty (60) days’ notice; (ix) that all collective bargaining agreements or Contracts with any Union to which any Acquired Company is an agreement that confers to any customer of the Purchased Subsidiaries or their Subsidiaries any ownership of any material software (including source code) or other material Intellectual Property owned or developed by or on behalf of the Purchased Subsidiaries or their Subsidiariesa party; (x) any Contract, other than Standard Form Customer Contracts and Non-Negotiated Vendor Contracts, that contains a covenant not to compete that limits (i) provides for the conduct authorship, invention, creation, conception or other development of any Technology or Intellectual Property Rights (A) by any of the BusinessAcquired Companies for any other Person or (B) for any of the Acquired Companies by any other Person, including, in each of clauses (A) and (B), any joint development by any of the Acquired Companies with any other Person; (ii) provides for the assignment or other transfer of any ownership interest in Technology or Intellectual Property Rights (A) to any of the Acquired Companies from any other Person or (B) by any of the Acquired Companies to any other Person; (iii) includes any grant of an Intellectual Property License to any other Person by any of the Acquired Companies ; or (iv) includes any grant of an Intellectual Property License to any of the Acquired Companies by any other Person (other than, with respect to this subsection (iv) only, licenses for Open Source Software listed in Section 3.12(m) of the Disclosure Schedule); (xi) any non-disclosure Contract or other Contract primarily concerning the disclosure of Proprietary Information by, to, or from any of the Acquired Companies (other than (i) Standard Form Customer Contracts, (ii) Non-Negotiated Vendor Contracts or (iii) Contracts in substantially the form of the Acquired Companies’ standard non-disclosure Contract made available to Buyer prior to the date hereof); (xii) any Contract under which any Acquired Company (A) grants any exclusive rights, noncompetition rights, rights of first refusal, rights of first negotiation or most-favored customer rights, (B) limits or purports to limit the ability of the Acquired Companies to compete in any line of business or with any Person or in any geographic area or during any period of time (other than Standard Form Customer Contracts), (C) contains “clawback” or similar undertakings by the Acquired Companies requiring the reimbursement or refund of any fees (other than Standard Form Customer Contracts), (D) contains caps or waivers on or of fees or other expenses, (E) contains “key person” covenants, undertakings or notice or termination provisions or (F) contains performance-based fee or allocation provisions (other than Standard Form Customer Contracts); (xiii) any Contract that provides following Closing would or would purport to require Buyer or any of its Affiliates (other than the Acquired Companies) to (i) grant any Intellectual Property License (other than Standard Form Customer Contracts), (ii) assign or transfer to any Person any Company Intellectual Property, or (iii) subject any Company Intellectual Property to any Encumbrance; (xiv) any Related Party Contracts; (xv) all franchise, agency, market research, and marketing consulting and advertising Contracts to which the Acquired Companies are a party; (xvi) any agreement for the sale of any of the assets of an Acquired Company, other than any such sale in the Ordinary Course of Business or the disposition or sale of obsolete assets or assets with de minimis or no book value; (xvii) any agreement that relates to the acquisition or disposition of any business or assets of any other Person (whether by merger, sale of stock or stock, sale of assets or otherwise) or issuance of any Securities at any time since January 1, 2009); (xiixviii) that is any executory agreement relating to the acquisition by an Acquired Company of any operating business or the assets or Equity Interests of any other Person, other than agreements entered into with in the Ordinary Course of Business for the acquisition of goods and services and confidentiality agreements; (a) Seller, (bxix) any Affiliate of Seller or Contract with any Governmental Body to which any Acquired Company is a party; (cxx) any employee, officer or director Contracts relating to Indebtedness (including guarantees) of the Purchased SubsidiariesAcquired Companies, any currency exchange, commodities or other hedging arrangement or any leasing transaction of their Subsidiaries the type required to be capitalized in accordance with GAAP, in each case, where any Acquired Company is a lender or Seller; orborrower; (xiiixxi) any Contract containing provisions requiring future contingent or non-contingent “earnout” or similar payments to be made by any Acquired Company; (xxii) any Contract providing for future payments or the acceleration or vesting of payments that is are conditioned, in whole or in part, on a material amendment change in control of any Acquired Company; and (xxiii) any Contract under which an Acquired Company has made advances or material modification loans to any other Person, other than advances made to any employee of such Acquired Company in the foregoing currently in effect. Each such Contract described in clauses “(i)” through “(xiii)” above is described in Schedule 3.08(a) and referred to herein as a “Material ContractOrdinary Course of Business.” (b) Each of the contracts set forth in Section 3.11(a) of the Disclosure Schedule (the “Material Contract isContracts”) is the legal, valid and immediately following binding obligation of the Closing will beapplicable Acquired Company, valid, binding and in full force and effect and enforceable against it in accordance with its terms with respect to any Purchased Subsidiary or any of their Subsidiaries party thereto andterms, to Seller’s knowledgeexcept as such enforceability may be limited by bankruptcy, each other party to such Contractinsolvency, in each case subject to the limitations of bankruptcy Lawsreorganization, other moratorium and similar Laws affecting creditors’ rights generally and by general equitable principles (regardless of equity affecting whether enforcement is sought in a proceeding at law or in equity). Except as expressly stated in Section 3.11(b) of the availability Disclosure Schedule, each of specific performance the Material Contracts is in full force and effect, and the applicable Acquired Company is not and, to the Knowledge of the Seller, no other equitable remedies. No Purchased Subsidiary or party to any of their Subsidiaries such agreement is, or will be, immediately following the Closing, nor to Seller’s knowledge is any other party thereto, in breach, violation or material default in any material respect under any such Material Contractagreement. None of To the Purchased Subsidiaries or their Subsidiaries has received or given any written or to Seller’s knowledgeKnowledge, oral no event or circumstance has occurred that, with notice or claim lapse of time or both, would be reasonably expected to constitute an event of default under any Material Contract or result in a termination thereof or would be reasonably expected to cause or permit the acceleration or other adverse changes of any right or obligation or the loss of any material breach or violation ofbenefit thereunder. Complete and correct copies of each Material Contract (including all modifications, or default under, any Material Contract. The Purchased Subsidiaries amendments and their Subsidiaries supplements thereto and waivers thereunder) have not received or given any written, or to Seller’s knowledge, oral notice of an intention to terminate, not renew or challenge the validity or enforceability of, or to request a material refund (other than refunds accounted for in the Financial Statements) under, any Material Contract. (c) The Purchased Subsidiaries have been made available to Buyer copies of all Material ContractsBuyer.

Contracts and Commitments. (a) Section 2.08(a) of the Disclosure Schedule 3.08 sets forth a list lists each of each Contract the following Contracts to which any Purchased Subsidiary the Company or any Subsidiary of its Subsidiaries the Company is a party (such Contracts, together with all Contracts listed or by which it required to be listed or otherwise disclosed or required to be disclosed in Section 2.09 (Provider, Broker and Insurance Contracts) and Section 2.15(b) (the Company IP Agreements) of the Disclosure Schedule, being “Material Contracts”) that is boundmaterial to the conduct of the Business: (i) for each Contract of the purchase Company and the Subsidiaries of materialsthe Company, supplies, goods, services, equipment including without any limitation any Contract listed or other assets (other than purchase orders or Contracts for services in the ordinary course of business) which (A) has resulted in payments during the period from January 1, 2010 to October 31, 2010 or (B) pursuant to its terms, requires payments required to be made during listed on Sections 2.09 (Provider, Producer and Insurance Contracts) of the twelve months immediately following October 31Disclosure Schedule and any other agreement with any employee, 2010consultant or independent contractor, that has annual obligations in each case, excess of at least $275,000 by the Purchased Subsidiaries and/or their Subsidiaries or, with respect to the Indian Company, of at least $100,000200,000 per annum; (ii) for all Contracts that require the sale by any Purchased Subsidiary Company or any Subsidiary of the Company to purchase its Subsidiaries total requirements of materials, supplies, goods, services, equipment any product or other assets service from a third party or that (A) has generated billed revenue during the period from January 1, 2010 to October 31, 2010 contain “take or (B) pursuant to its terms, requires the counterparty to such Contract to make payments of billed revenue during the twelve month period immediately following October 31, 2010, in each case, of at least $275,000 to such Purchased Subsidiary or its Subsidiaries or, with respect to the Indian Company, at least $100,000pay” provisions; (iii) other than the Organizational Documents of the Company and its Subsidiaries and Insurance Contracts, all Contracts that is a noteprovide for (A) indemnification by the Company or any Subsidiary of the Company of any Person and the potential indemnification obligation exceeds $50,000 or (B) the assumption by the Company or any Subsidiary of the Company of any material Tax, debenture, bond, equipment trust, letter of credit, loan environmental or other Contract representing Indebtedness for Borrowed Money or lending of money (other than to employees for travel expenses in the ordinary course of business) or between and among the Purchased Subsidiaries or their Subsidiaries, or otherwise is an agreement or arrangement for a line of credit or guarantee, pledge or undertaking of the Indebtedness Liability of any other Person (other than a Purchased Subsidiary or its Subsidiaries)Person; (iv) all Contracts that is a collective bargaining or similar labor agreement; (v) that is an agreement by which the use of any Intellectual Property material relate to the Business is licensed to any Person (other than licenses granted by the Purchased Subsidiaries or their Subsidiaries to any customer of the Purchased Subsidiaries and their Subsidiaries in the ordinary course of business); (vi) that is an agreement by which any Purchased Subsidiary or their Subsidiaries licenses from another Person the use of any Intellectual Property material to the Business (other than agreements for commercially available software that is not incorporated into the Pinnacle software and redistributed to customers or clients by the Purchased Subsidiary or their Subsidiaries and having a replacement cost and annual license fee as of October 31, 2010 of less than $275,000); (vii) that relates to the formation, creation, operation, management or control of any joint venture, partnership or limited liability company; (viii) that is with any customer of any Purchased Subsidiary or any of its Subsidiaries that provides for any “most favored nation” pricing or any other similar pricing; (ix) that is an agreement that confers to any customer of the Purchased Subsidiaries or their Subsidiaries any ownership of any material software (including source code) or other material Intellectual Property owned or developed by or on behalf of the Purchased Subsidiaries or their Subsidiaries; (x) that contains a covenant not to compete that limits the conduct of the Business; (xi) that provides for the acquisition or disposition of any business business, a material amount of stock or assets of any other Person or any real property (whether by merger, sale of stock or stock, sale of assets or otherwise); (v) except for Contracts relating to trade receivables or trade payables, all Contracts relating to Indebtedness (including, without limitation, guarantees) of the Company or any Subsidiary of the Company; (vi) all Contracts with any Governmental Authority to which the Company or any Subsidiary of the Company is a party, except for Insurance Contracts issued in the Ordinary Course of Business involving aggregate annual premiums of less than $200,000; (vii) all Contracts that limit the ability of the Company or any Subsidiary of the Company to compete in any line of business or with any Person or in any geographic area or during any period of time; (viii) any Contracts to which the Company or any Subsidiary of the Company is a party that provides for any joint venture, partnership, joint employer or similar arrangement by the Company or any Subsidiary of the Company; (ix) other than Dental Provider Contracts, all Contracts between or among the Company or a Subsidiary of the Company on the one hand and an Equityholder or any Affiliate of an Equityholder on the other hand; (x) all collective bargaining agreements or Contracts with any labor union to or by which the Company or any Subsidiary of the Company is a party or is otherwise bound; (xi) all Contracts relating to the future disposition (including restrictions on transfer or rights of first refusal) or issuance future acquisition of any Securities at interest in any time since January 1business enterprise, 2009and all Contracts relating to the future disposition of a material portion of the assets of the Company or any Subsidiary of the Company outside the Ordinary Course of Business (other than this Agreement); (xii) all Contracts the terms of which provide that is entered into with (a) Sellerthe transactions contemplated under this Agreement will give rise to any form of severance, (b) compensation, accelerated payment, accelerated vesting or other Liability for the Company or any Affiliate of Seller or (c) any employee, officer or director Subsidiary of the Purchased Subsidiaries, any of their Subsidiaries or SellerCompany; orand (xiii) that other than Producer Agreements, all sales promotion, market research, marketing consulting and advertising Contracts (A) to which the Company or any Subsidiary of the Company is a material amendment party or material modification to otherwise subject, (B) which involve aggregate annual consideration in excess of $100,000, and (C) which cannot be canceled by the Company or any of the foregoing currently in effect. Each such Contract described in clauses “Subsidiary without more than ninety (i)” through “(xiii)” above is described in Schedule 3.08(a90) and referred to herein as a “Material Contractdays’ notice.” (b) Each Material Contract isis valid and binding on the Company and the Subsidiaries of the Company, and immediately following the Closing will beas applicable, valid, binding and in full force and effect and enforceable in accordance with its terms with respect to any Purchased Subsidiary or any and is in full force and effect. Neither the Company nor the Subsidiaries of their Subsidiaries party thereto andthe Company, nor, to Seller’s knowledgethe Knowledge of the Company, each other party to such Contract, in each case subject to the limitations of bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies. No Purchased Subsidiary or any of their Subsidiaries is, or will be, immediately following the Closing, nor to Seller’s knowledge is any other party thereto, thereto is in breach, violation or default in any material respect under any such Material Contract. None of the Purchased Subsidiaries or their Subsidiaries has received or given any written or to Seller’s knowledge, oral notice or claim of any material breach of or violation of, material default under (or is alleged to be in breach of or default under), or has provided or received any notice of any intention to terminate, any Material Contract. The Purchased Subsidiaries and their Subsidiaries have not received To the Knowledge of the Company, no event or given any writtencircumstance has occurred that, with notice or to Seller’s knowledgelapse of time or both, oral notice would constitute an event of an intention to terminate, not renew or challenge the validity or enforceability of, or to request a material refund (other than refunds accounted for in the Financial Statements) under, default under any Material Contract. (cContract or, except for those termed group Contracts described in Section 2.07(n) The Purchased Subsidiaries have made available to Buyer of the Disclosure Schedule, result in a termination thereof or would cause or permit the acceleration or other changes of any right or obligation or the loss of any benefit thereunder. Complete copies of each Material Contract (including all Material Contractsmodifications, amendments and supplements thereto and waivers thereunder) have been Made Available to Buyer.

Contracts and Commitments. (a) Except as set forth on Schedule 3.08 sets forth 3.09(a), as of the date hereof, neither the Company nor any of its Subsidiaries is party to or bound by any written: (i) (A) agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a list Lien on any material portion of each their assets, or (B) Contract to under which it has advanced or loaned any Purchased Subsidiary other Person that is not an Affiliate of the Company, amounts exceeding, in the aggregate, $25,000,000; (ii) guaranty of any obligation made on behalf of any Person other than the Company or any of its Subsidiaries is a party or by other material guaranty in amounts exceeding, in the aggregate, $25,000,000; (iii) settlement, conciliation, or similar agreement with any Governmental Entity or pursuant to which the Company or any of its Subsidiaries will be required, after the date of this Agreement, to satisfy any material monetary or non-monetary obligations; (iv) lease or agreement under which it is bound:lessee or lessor of, or holds or operates any material personal property owned by any other party, or permits any third party to hold or operate any material personal property owned or controlled by it, in each case for which the annual rental exceeds $5,000,000; (iv) for agreements relating to any pending or completed material business acquisition by the purchase Company or any of materialsits Subsidiaries within the last three (3) years or pursuant to which the Company or any of its Subsidiaries has remaining material obligations or liabilities; (vi) joint venture, supplies, goods, services, equipment partnership or similar agreement or other assets similar arrangement with a third party that is material to the business of the Company and its Subsidiaries, taken as a whole; (other than purchase orders or Contracts for services in the ordinary course of businessvii) Contract pursuant to which (A) has resulted in payments during the period from January 1, 2010 Company or any of its Subsidiaries are licensed or otherwise permitted by a third party to October 31, 2010 or (B) pursuant to its terms, requires payments to be made during the twelve months immediately following October 31, 2010, in each case, of at least $275,000 by the Purchased Subsidiaries and/or their Subsidiaries or, with respect use any Intellectual Property material to the Indian Companybusiness of the Company and its Subsidiaries, of at least $100,000; taken as a whole, which is owned by such third party (ii) for other than non-exclusive licenses to the sale by any Purchased Subsidiary Company or any of its Subsidiaries of materialscommercially available, suppliesunmodified “off the shelf” software where one-time or aggregate annual fees, goods, services, equipment royalties or other assets that consideration (Aincluding maintenance fees) has generated billed revenue during the period from January 1for any such software or group of related software licenses is no more than $2,000,000), 2010 to October 31, 2010 or (B) pursuant any third party is licensed or otherwise permitted to use any material Intellectual Property owned by the Company or any of its terms, requires Subsidiaries; (viii) Contract which expressly limits or prohibits the counterparty to such Contract to make payments Company or any of billed revenue during the twelve month period immediately following October 31, 2010, in each case, of at least $275,000 to such Purchased Subsidiary or its Subsidiaries orfrom competing or freely engaging in business anywhere in the world; (ix) With respect to material Intellectual Property owned by the Company or any of its Subsidiaries, any (A) Contract that limits the freedom or right of the Company or any of its Subsidiaries to use such Intellectual Property, (B) Contract granting any exclusive rights to any third party with respect to the Indian Companysuch Intellectual Property, at least $100,000; (iiiC) that is a notesettlement Contract, debenture, bond, equipment trust, letter of credit, loan consent-to-use or other Contract representing Indebtedness for Borrowed Money or lending of money (other than to employees for travel expenses in the ordinary course of business) or between and among the Purchased Subsidiaries or their Subsidiaries, or otherwise is an co-existence agreement or arrangement (D) Contract providing for a line the assignment, ownership, creation or development of credit or guarantee, pledge or undertaking such Intellectual Property (excluding employee and independent contractor agreements on the standard form of the Indebtedness Company or any of any other Person (other than a Purchased Subsidiary or its Subsidiaries); (iv) that is a collective bargaining or similar labor agreement; (v) that is an agreement by Subsidiaries which the use of any Intellectual Property material to the Business is licensed to any Person (other than licenses granted by the Purchased Subsidiaries or their Subsidiaries to any customer of the Purchased Subsidiaries and their Subsidiaries are entered into in the ordinary course of business); (vix) that Contract with any Governmental Entity where (A) the Governmental Entity is an agreement by which any Purchased Subsidiary or their Subsidiaries licenses from another Person the use customer and (B) such Contract involves annual payments in excess of any Intellectual Property material to the Business (other than agreements for commercially available software that is not incorporated into the Pinnacle software and redistributed to customers or clients by the Purchased Subsidiary or their Subsidiaries and having a replacement cost and annual license fee as of October 31, 2010 of less than $275,000)5,000,000; (viixi) that relates to collective bargaining agreement, neutrality agreement, card check agreement, or any other Contract with any trade union, works council or other labor organization affecting any employee of the formation, creation, operation, management or control of any joint venture, partnership or limited liability companyCompany; (viiixii) that is Contract with any customer each (A) Company Significant Customer and (B) Company Significant Supplier; (xiii) Contract for the provision of any Purchased Subsidiary services to the Company or any of its Subsidiaries that provides by any employee or individual independent contractor on a full-time, part-time or consulting basis and providing for any “most favored nation” pricing or any other similar pricing; (ix) that is an agreement that confers to any customer annual compensation in excess of the Purchased Subsidiaries or their Subsidiaries any ownership of any material software (including source code) or other material Intellectual Property owned or developed by or on behalf of the Purchased Subsidiaries or their Subsidiaries; (x) that contains a covenant not to compete that limits the conduct of the Business; (xi) that provides for the acquisition or disposition of any business (whether by merger, sale of stock or assets or otherwise) or issuance of any Securities at any time since January 1, 2009; (xii) that is entered into with (a) Seller, (b) any Affiliate of Seller or (c) any employee, officer or director of the Purchased Subsidiaries, any of their Subsidiaries or Seller$500,000; or (xiiixiv) that is a material amendment or material modification to any other Contract which involves consideration in excess of the foregoing currently in effect. Each such Contract described in clauses “(i)” through “(xiii)” above is described in Schedule 3.08(a) and referred to herein as a “Material Contract$80,000,000.” (b) Each The Company has delivered or made available to the Purchaser or its Representatives true and correct copies (in all material respects) of all written Contracts and plans that are required to be set forth on Schedule 3.09(a) (collectively, the “Company Material Contract isContracts”), together with all material amendments, waivers or other changes thereto (but subject, in each case, to redactions of pricing and other competitively sensitive information to the extent required by Antitrust Law). (c) Except as would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole, and immediately following except as set forth on Schedule 3.09(c), (i) each of the Closing will Company and its Subsidiaries has performed in all material respects all material obligations required to be performed by it and is not in material default under, in material breach of, nor in receipt of any written Claim of material default or material breach under, any Company Material Contract, (ii) no event has occurred which, with the passage of time or the giving of notice or both, would result in a material default or material breach by the Company or any of its Subsidiaries under any Company Material Contract, and (iii) as of the date hereof, to the knowledge of the Company, there is no material breach or threatened material breach by the other parties to any Company Material Contract. Except as would not reasonably be expected to be, validindividually or in the aggregate, binding material to the Company and its Subsidiaries, taken as a whole, and except for those that have terminated or expired in accordance with their terms, all of the Company Material Contracts are valid and in full force and effect and constitute legal, valid and binding obligations of the Company or any such Subsidiary, and are enforceable against the Company or any such Subsidiary in accordance with its their respective terms with respect to any Purchased Subsidiary or any of their Subsidiaries party thereto and(except as enforceability may be limited by applicable bankruptcy, to Seller’s knowledgeinsolvency, each other party to such Contractfraudulent conveyance, in each case subject to the limitations of bankruptcy Lawsreorganization, moratorium and other similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity affecting equity), and, to the availability knowledge of specific performance the Company, constitute legal, valid and binding obligations of the other party or parties thereto, enforceable against such party or parties in accordance with their respective terms (except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other equitable remedies. No Purchased Subsidiary or any similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of their Subsidiaries is, or will be, immediately following the Closing, nor to Seller’s knowledge is any other party thereto, in breach, violation or default in any material respect under any such Material Contract. None of the Purchased Subsidiaries or their Subsidiaries has received or given any written or to Seller’s knowledge, oral notice or claim of any material breach or violation of, or default under, any Material Contract. The Purchased Subsidiaries and their Subsidiaries have not received or given any written, or to Seller’s knowledge, oral notice of an intention to terminate, not renew or challenge the validity or enforceability of, or to request a material refund (other than refunds accounted for in the Financial Statements) under, any Material Contractequity). (c) The Purchased Subsidiaries have made available to Buyer copies of all Material Contracts.

Contracts and Commitments. (a) Except as set forth on Schedule 3.08 sets forth 4.09(a), neither the Company nor any of its Subsidiaries is party to any: (i) collective bargaining or other Contract with any labor union, works council or similar labor organization; (ii) Contract, agreement or indenture relating to any Indebtedness or to mortgaging, pledging or otherwise placing a list Lien on any portion of each Contract their properties or assets (A) pursuant to which any Purchased Subsidiary which, the Company or any of its Subsidiaries is a party has incurred or by may incur Indebtedness exceeding $500,000 for which it is bound: (i) for any of the purchase Company or any of materialsits Subsidiaries will be liable following the Closing, supplies, goods, services, equipment or other assets (other than purchase orders or Contracts for services in the ordinary course of business) which (A) has resulted in payments during the period from January 1, 2010 to October 31, 2010 or (B) pursuant relating to any Liens on assets of the Company or any of its termsSubsidiaries; (iii) guaranty of any Indebtedness or other material guaranty; (iv) Contract, requires payments to be made during lease or agreement under which it is lessee of, or holds, uses or operates any real or personal property or assets owned by any other party, for which the twelve months immediately following October 31, 2010, in each case, annual rental or payment commitment exceeds $250,000; (v) Contracts or group of at least related Contracts with any Top Customer and any other customer for which calendar year 2019 sales exceeded $275,000 by the Purchased Subsidiaries and/or their Subsidiaries or250,000, with respect to the Indian Company, of at least any Top Distributor and any other distributor for which calendar year 2019 sales exceeded $250,000 or any Top Supplier and any other supplier for which calendar year 2019 spend exceeded $100,000; (ii) for the sale by any Purchased Subsidiary or any of its Subsidiaries of materials, supplies, goods, services, equipment or other assets that (A) has generated billed revenue during the period from January 1, 2010 to October 31, 2010 or (B) pursuant to its terms, requires the counterparty to such Contract to make payments of billed revenue during the twelve month period immediately following October 31, 2010, in each case, of at least $275,000 to such Purchased Subsidiary or its Subsidiaries or, with respect to the Indian Company, at least $100,000; (iii) that is a note, debenture, bond, equipment trust, letter of credit, loan or other Contract representing Indebtedness for Borrowed Money or lending of money (other than to employees for travel expenses in the ordinary course of business) or between and among the Purchased Subsidiaries or their Subsidiaries, or otherwise is an agreement or arrangement for a line of credit or guarantee, pledge or undertaking of the Indebtedness of any other Person (other than a Purchased Subsidiary or its Subsidiaries); (iv) that is a collective bargaining or similar labor agreement; (v) that is an agreement by which the use of any Intellectual Property material to the Business is licensed to any Person (other than licenses granted by the Purchased Subsidiaries or their Subsidiaries to any customer of the Purchased Subsidiaries and their Subsidiaries in the ordinary course of business); (vi) that is an agreement by which any Purchased Subsidiary Contracts or their Subsidiaries licenses from another Person the use of any Intellectual Property material agreements relating to the Business (other than agreements for commercially available software that is not incorporated into the Pinnacle software and redistributed to customers or clients by the Purchased Subsidiary or their Subsidiaries and having a replacement cost and annual license fee as of October 31, 2010 of less than $275,000); (vii) that relates to the formation, creation, operation, management or control of any joint venture, partnership or limited liability company; (viii) that is with any customer of any Purchased Subsidiary or any of its Subsidiaries that provides for any “most favored nation” pricing or any other similar pricing; (ix) that is an agreement that confers to any customer of the Purchased Subsidiaries or their Subsidiaries any ownership of any material software (including source code) or other material Intellectual Property owned or developed by or on behalf of the Purchased Subsidiaries or their Subsidiaries; (x) that contains a covenant not to compete that limits the conduct of the Business; (xi) that provides for the acquisition or disposition of any business (whether by merger, sale of stock or equity, sale of assets or otherwise) or issuance of any Securities at Person or business or the equity or substantially all of the assets of any time Person by the Company or any of its Subsidiaries since January 1the Look-back Date or the future acquisition or disposition (whether by merger, 2009sale of equity, sale of assets or otherwise) of any Person or business or the equity or substantially all of the assets of any Person by the Company or any of its Subsidiaries or, pursuant to which the Company or any of its Subsidiaries have any continuing “earn out” or other contingent payment obligations or any surviving material indemnification obligations; (vii) joint venture, partnership, limited liability company or similar agreement with any third party (including any agreement providing for joint development or marketing); (A) Contract or agreement pursuant to which the Company or any of its Subsidiaries licenses or is otherwise permitted by a third party to practice, use or register any material Intellectual Property Rights (other than “shrink wrap licenses,” “click through” licenses and licenses to off-the-shelf Software on standard commercial terms), or (B) Contract or agreement pursuant to which a third party licenses or is permitted to use or register any Company-Owned IP Rights (other than non-exclusive licenses granted in the Ordinary Course of Business, including in connection with the sale or licensing of any products or services), in each case of clauses (A) and (B), that involved aggregate payments by or to the Company or any of its Subsidiaries in excess of $1,000,000 during the twelve (12)-month period ended on the date of the Latest Balance Sheet, but excluding (x) non-disclosure agreements entered into in the Ordinary Course of Business, and (y) agreements with employees and contractors entered into in the Ordinary Course of Business; (ix) distribution, sales representative, marketing or similar Contract or agreement that required the Company and its Subsidiaries to make commission payments under such agreement in excess of $250,000 during the twelve (12)-month period ended on the date of the Latest Balance Sheet; (x) Contract or agreement pursuant to which the Company or any of its Subsidiaries would be required to make, in the aggregate, capital expenditures in excess of $250,000; (xi) Contract or agreement that limits or purports to limit the ability of the Company or any of its Subsidiaries to compete in any line of business or with any product or with any Person or in any geographic area or market or during any period of time; (xii) Contract or agreement that contains “most-favored-nation” obligations or restrictions, or rights of first refusal or offer or any similar requirement or right, in each case binding the Company and its Subsidiaries in favor of any third party; (xiii) Contract or agreement where the Company or any of its Subsidiaries is subject to a requirement of exclusive dealing or any similar exclusivity obligation; (xiv) any interest, currency or hedging derivatives or similar Contracts; (xv) Contract or agreement that limits the incurrence of Indebtedness or the declaration or payment of any dividends or other distributions; (xvi) Contract or agreement that involves payment to or by the Company or any of its Subsidiaries in excess of $250,000 annually that is entered into with not terminable by the Company or its Subsidiaries on sixty (a60) Seller, (b) any Affiliate of Seller days’ notice or (c) any employee, officer less without premium or director of the Purchased Subsidiaries, any of their Subsidiaries or Sellerpenalty; or (xiiixvii) Contract or agreement that relates to the settlement of any Action (A) by any Governmental Authority since the Look-back Date, (B) that is a material amendment materially restricts or material modification to imposes obligations upon the Company or any of its Subsidiaries or (C) requires payment by the foregoing currently in effect. Company or any of its Subsidiaries of more than $250,000 after the date hereof. (b) Each such Contract described in clauses “(i)” ) through “(xiii)” above xvii) of Section 4.09(a) is described in Schedule 3.08(a) and referred to herein as a “Material Contract.”” Parent either has been supplied with, or has been given access to, a true and correct copy of all Material Contracts, together with all supplements, amendments, waivers or other changes thereto. (bc) Each Neither the Company nor any of its Subsidiaries nor, to the Company’s Knowledge, any other party thereto is in material breach of, violation of or default under any Material Contract. No event has occurred that with notice or lapse of time or both would constitute a material breach of, violation of or default under, any Material Contract isby the Company or any of its Subsidiaries, and immediately following or, to the Closing will beCompany’s Knowledge, valid, binding any counterparty. All Material Contracts are valid and in full force and effect and constitute legal, valid and binding obligations of the Company or such Subsidiary and each counterparty, and are enforceable against the Company or such Subsidiary and the counterparty thereto in accordance with its terms with respect to any Purchased Subsidiary or any of their Subsidiaries party thereto andrespective terms, to Seller’s knowledge, each other party to such Contract, in each case subject to the limitations of except as enforceability may be limited by bankruptcy Lawslaws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies. No Purchased Subsidiary or any of their Subsidiaries is, or will be, immediately following the Closing, nor to Seller’s knowledge is any other party thereto, in breach, violation or default in any material respect under any such Material Contract. None of the Purchased Subsidiaries or their Subsidiaries has received or given any written or to Seller’s knowledge, oral notice or claim of any material breach or violation of, or default under, any Material Contract. The Purchased Subsidiaries and their Subsidiaries have not received or given any written, or to Seller’s knowledge, oral notice of an intention to terminate, not renew or challenge the validity or enforceability of, or to request a material refund (other than refunds accounted for in the Financial Statements) under, any Material Contract. (c) The Purchased Subsidiaries have made available to Buyer copies of all Material Contracts.

Contracts and Commitments. (ai) Except as set forth on Schedule 3.08 sets forth ------------------------- 3.01(q), neither the Company nor any of its Subsidiaries nor the Predecessor Company (immediately prior to the consummation of the Reorganization) is a list party to or bound by any written or oral: (A) collective bargaining agreement or any other contract with any labor union, or any severance agreements, programs, policies or arrangements; (B) management agreement, any contract for the employment of any officer, individual employee or other Person on a full-time, part-time, consulting or other basis or any contract providing for the payment of any cash or other compensation or benefits upon the consummation of the transactions contemplated hereby or any contract relating to loans to any officers, directors or Affiliates of the Company or any of the Subsidiaries; (C) contract or agreement requiring the consent of any party thereto upon a change in control of the Company, 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 Company or which would provide any party any remedy (including rescission or liquidated damages) in the event of a change in control of the Company, except for any such contracts or agreements involving less than $50,000 in any twelve-month period; (D) contract under which it has advanced or loaned monies to any other Person or otherwise agreed to advance, loan or invest any funds (other than advances to the Company's employees in the ordinary course of business consistent with past practice), in each Contract case in excess of $50,000; (E) agreement or indenture relating to which Indebtedness over $50,000 or the mortgaging, pledging or otherwise placing of a Lien on any Purchased Subsidiary asset or group of assets of the Company or any of its Subsidiaries worth over $50,000; (F) lease or agreement under which the Company or any Subsidiary is a lessee of, or holds or operates, any property, real or personal, owned by any other Person, except for any lease of personal property under which the aggregate annual rental payments do not exceed $50,000 in any twelve-month period; (G) lease or agreement under which the Company or any Subsidiary is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by the Company, except for any lease of personal property under which the aggregate annual rental payments received by the Company and its Subsidiaries do not exceed $50,000 in any twelve- month period; (H) license or royalty agreement; (I) third-party integration or consulting contract involving annual consideration in excess of $50,000; (J) nondisclosure, noncompete or confidentiality agreement or agreement regarding ownership and rights with regard to software and documents related thereto produced by programmers or third-party contractors; (K) contract or group of related contracts with the same party or by which it is bound: (i) group of affiliated parties for the purchase of raw materials, commodities, supplies, goods, servicesproducts, equipment or other assets personal property or for the receipt of services under which the undelivered balance of such products and services has a selling price in excess of $50,000 in any twelve-month period, including the Supply Agreement; (L) contract or group of related contracts with the same party or group of affiliated parties for the sale of raw materials, commodities, supplies, products or other personal property or for the furnishing of services under which the undelivered balance of such products and services has a selling price in excess of $50,000 in any twelve-month period; (M) 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 six months from the date or Contracts for services dates thereof involving more than $50,000 in any twelve-month period not terminable by the Company or any Subsidiary upon 30 days' or less notice without penalty or; (N) contract or group of related contracts involving more than $50,000 in any twelve-month period requiring the payment of any fee, penalty or other amount by the Company or any Subsidiary in the ordinary course event of business) which (A) has resulted in payments during the period from January 1, 2010 any failure to October 31, 2010 perform or (B) pursuant to its terms, requires payments to be made during the twelve months immediately following October 31, 2010, in each case, late performance of at least $275,000 such contract or contracts by the Purchased Subsidiaries and/or their Subsidiaries orCompany or any Subsidiary; (O) contract relating to the marketing, sale, advertising or promotion of its products or services involving more than $50,000 in any twelve-month period; (P) warranty agreement with respect to products sold or leased or services rendered or indemnity agreement with any supplier or other Person under which it is obligated to indemnify such supplier or other Person against product liability claims; (Q) agreements relating to the ownership of or investments in any business or enterprise, including investments in joint ventures and minority equity investments; (R) assignment, license, indemnification or other agreement with respect to any intangible property (including any Intellectual Property Rights); (S) agreement under which it has granted any Person any registration rights with respect to the Indian Company's securities (including demand or piggyback registration rights); (T) material broker, agent, sales representative, sales or distribution agreement or agreement relating to the export and/or import of at least $100,000any goods or equipment; (U) power of attorney or other similar agreement or grant of agency; (V) agreement restricting the payment of dividends or other distributions upon, or the conversion or repurchase of, the Preferred Stock; and (W) other agreement which is material to the business, results of operations, condition (financial or otherwise), prospects or operations of the Company or its Subsidiaries. (ii) for the sale by any Purchased Subsidiary or any of its Subsidiaries of materials, supplies, goods, services, equipment or other assets that (A) has generated billed revenue during the period from January 1, 2010 to October 31, 2010 or (B) pursuant to its terms, requires the counterparty to such Contract to make payments of billed revenue during the twelve month period immediately following October 31, 2010, in each case, of at least $275,000 to such Purchased Subsidiary or its Subsidiaries or, with respect to the Indian Company, at least $100,000; (iii) that is a note, debenture, bond, equipment trust, letter of credit, loan or other Contract representing Indebtedness for Borrowed Money or lending of money (other than to employees for travel expenses in the ordinary course of business) or between and among the Purchased Subsidiaries or their Subsidiaries, or otherwise is an agreement or arrangement for a line of credit or guarantee, pledge or undertaking All of the Indebtedness of any other Person (other than a Purchased Subsidiary contracts, agreements and instruments set forth or its Subsidiaries); (ivrequired to be set forth on Schedule 3.01(q) that is a collective bargaining or similar labor agreement; (v) that is an agreement by which the use of any Intellectual Property material to the Business is licensed to any Person (other than licenses granted by the Purchased Subsidiaries or their Subsidiaries to any customer of the Purchased Subsidiaries and their Subsidiaries in the ordinary course of business); (vi) that is an agreement by which any Purchased Subsidiary or their Subsidiaries licenses from another Person the use of any Intellectual Property material to the Business (other than agreements for commercially available software that is not incorporated into the Pinnacle software and redistributed to customers or clients by the Purchased Subsidiary or their Subsidiaries and having a replacement cost and annual license fee as of October 31, 2010 of less than $275,000); (vii) that relates to the formation, creation, operation, management or control of any joint venture, partnership or limited liability company; (viii) that is with any customer of any Purchased Subsidiary or any of its Subsidiaries that provides for any “most favored nation” pricing or any other similar pricing; (ix) that is an agreement that confers to any customer of the Purchased Subsidiaries or their Subsidiaries any ownership of any material software (including source code) or other material Intellectual Property owned or developed by or on behalf of the Purchased Subsidiaries or their Subsidiaries; (x) that contains a covenant not to compete that limits the conduct of the Business; (xi) that provides for the acquisition or disposition of any business (whether by merger, sale of stock or assets or otherwise) or issuance of any Securities at any time since January 1, 2009; (xii) that is entered into with (a) Seller, (b) any Affiliate of Seller or (c) any employee, officer or director of the Purchased Subsidiaries, any of their Subsidiaries or Seller; or (xiii) that is a material amendment or material modification to any of the foregoing currently in effect. Each such Contract described in clauses “(i)” through “(xiii)” above is described in Schedule 3.08(a) and referred to herein as a “Material Contract.” (b) Each Material Contract is, and immediately following the Closing will be, are valid, binding and enforceable against the Company or the applicable Subsidiary and, to the knowledge of the Company, against the other parties thereto, in accordance with their respective terms and shall be in full force and effect and enforceable without penalty in accordance with their terms upon consummation of the transactions contemplated by this Agreement, the Ancillary Agreements, the High Yield Financing, the Senior Credit Facility and the Reorganization, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights generally and limitations on the availability of equitable remedies. The Company and its terms Subsidiaries and the Predecessor Company have performed all obligations required to be performed by them in all material respects and they are not in default under, or in breach of, in any material respect, nor in receipt of any claim of any material default or breach under, any such contract, agreement or instrument. To the knowledge of the Company, no event has occurred which with respect the passage of time or the giving of notice or both would result in a default, breach or event of noncompliance by the Company or any Subsidiary under any such contract, agreement or instrument. Neither the Company nor any Subsidiary has knowledge of any breach or cancellation or anticipated breach or cancellation by the other parties to any Purchased material contract, agreement, instrument or commitment to which the Company or such Subsidiary is a party. Each of the tower sale and leaseback agreements of the Company is identical in all material respects to the form of tower sale and leaseback agreement previously provided to Blackstone. (iii) Schedule 3.01(q) sets forth all agreements between the Company, its Subsidiaries or any of their its Affiliates, on the one hand, and Sprint and any of its Affiliates, on the other hand, including the Sprint Management Agreement, the Sprint Services Agreement, the Sprint Spectrum Trademark and Service ▇▇▇▇ License Agreement and the Sprint Trademark and Service ▇▇▇▇ License Agreement (collectively, the "Sprint Agreements"). The Sprint Agreements are valid, ----------------- binding and enforceable against the Company or its Subsidiaries party thereto and, to Seller’s knowledge, each other party to such Contractand Sprint PCS, in each case subject to accordance with their respective terms and shall be in full force and effect without penalty in accordance with their terms upon consummation of the limitations of bankruptcy Lawstransactions contemplated by this Agreement, the Ancillary Agreements, the High Yield Financing, the Senior Credit Facility and the Reorganization, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws laws affecting creditors’ ' rights generally and general principles of equity affecting limitations on the availability of specific performance and other equitable remedies. No Purchased Subsidiary or any of their The Company and its Subsidiaries is, or will be, immediately following the Closing, nor have performed all obligations required to Seller’s knowledge is any other party thereto, in breach, violation or default be performed by them in any material respect and they are not in default under or in breach of, in any such Material Contract. None material respect, nor in receipt of the Purchased Subsidiaries or their Subsidiaries has received or given any written or to Seller’s knowledge, oral notice or claim of any material default or breach or violation of, or default under, any Material Contractof the Sprint Agreements. The Purchased Subsidiaries To the knowledge of the Company, 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 Subsidiary under any of the Sprint Agreements. Neither the Company nor any Subsidiary has knowledge of any breach or cancellation or anticipated breach or cancellation by Sprint or any of its Affiliates of any of the Sprint Agreements. (iv) Blackstone has been supplied with a true and their Subsidiaries have not received or given any writtencorrect copy of each of the written instruments, or to Seller’s knowledgeplans, oral notice of an intention to terminatecontracts and agreements, not renew or challenge including the validity or enforceability of, or to request a material refund Sprint Agreements and the Supply Agreement (other than refunds accounted for in the Financial Statements) undertower sale and leaseback agreements of the Company or any Subsidiary), any Material Contractand an accurate description of each of the oral arrangements, oral contracts and oral agreements which are referred to on the Schedule 3.01(q), together with all amendments, waivers or other changes thereto. (c) The Purchased Subsidiaries have made available to Buyer copies of all Material Contracts.

Contracts and Commitments. (a) Schedule 3.08 sets As of the date of this Agreement, other than as set forth a list in Section 3.13(a) of each Contract to which any Purchased Subsidiary or the Company Disclosure Letter, neither the Company, any of its Subsidiaries nor any of their respective assets or properties is a party to or bound by which it is boundany: (i) for the purchase of materials, supplies, goods, services, equipment or other assets (other than purchase orders or Contracts for services in the ordinary course of business) which Contract (A) has resulted in payments during relating to the period from January 1, 2010 to October 31, 2010 disposition or (B) pursuant to its terms, requires payments to be made during the twelve months immediately following October 31, 2010, in each case, of at least $275,000 acquisition by the Purchased Subsidiaries and/or their Subsidiaries or, with respect to the Indian Company, of at least $100,000; (ii) for the sale by any Purchased Subsidiary Company or any of its Subsidiaries of materials, supplies, goods, services, equipment or other any assets that (A) has generated billed revenue during the period from January 1, 2010 to October 31, 2010 or (B) pursuant to its terms, requires the counterparty to such Contract to make payments of billed revenue during the twelve month period immediately following October 31, 2010, in each case, of at least $275,000 to such Purchased Subsidiary or its Subsidiaries or, with respect to the Indian Company, at least $100,000; (iii) that is a note, debenture, bond, equipment trust, letter of credit, loan or other Contract representing Indebtedness for Borrowed Money or lending of money (other than to employees for travel expenses in the ordinary course acquisitions or dispositions of business) or between and among the Purchased Subsidiaries or their Subsidiaries, or otherwise is an agreement or arrangement for a line of credit or guarantee, pledge or undertaking of the Indebtedness of any other Person (other than a Purchased Subsidiary or its Subsidiaries); (iv) that is a collective bargaining or similar labor agreement; (v) that is an agreement by which the use of any Intellectual Property material to the Business is licensed to any Person (other than licenses granted by the Purchased Subsidiaries or their Subsidiaries to any customer of the Purchased Subsidiaries and their Subsidiaries assets in the ordinary course of business); (vi) that is an agreement by which any Purchased Subsidiary or their Subsidiaries licenses from another Person the use of any Intellectual Property material to the Business (other than agreements for commercially available software that is not incorporated into the Pinnacle software and redistributed to customers or clients by the Purchased Subsidiary or their Subsidiaries and having a replacement cost and annual license fee as of October 31, 2010 of less than $275,000); (vii) that relates to the formation, creation, operation, management or control of any joint venture, partnership or limited liability company; (viii) that is with any customer of any Purchased Subsidiary or any of its Subsidiaries that provides for any “most favored nation” pricing or any other similar pricing; (ix) that is an agreement that confers to any customer of the Purchased Subsidiaries or their Subsidiaries any ownership of any material software (including source code) or other material Intellectual Property owned or developed by or on behalf of the Purchased Subsidiaries or their Subsidiaries; (x) that contains a covenant not to compete that limits the conduct of the Business; (xi) that provides for the acquisition or disposition of any business (whether by merger, sale of stock or stock, sale of assets or otherwise) or issuance real property prior to the date of this Agreement with any Securities at any time since January 1outstanding material obligations (including sale of inventory, 2009; (xiiindemnification, “earn-out” or other contingent obligations or payments) that is entered into with (a) Seller, (b) any Affiliate of Seller or (c) any employee, officer a purchase price or director of the Purchased Subsidiaries, any of their Subsidiaries or Seller; or (xiii) that is a material amendment or material modification to any of the foregoing currently in effect. Each such Contract described in clauses “(i)” through “(xiii)” above is described in Schedule 3.08(a) and referred to herein as a “Material Contract.” (b) Each Material Contract is, and immediately following the Closing will be, valid, binding and in full force and effect and enforceable in accordance with its terms with respect to any Purchased Subsidiary or any of their Subsidiaries party thereto and, to Seller’s knowledge, each other party to such Contractsale price, in each case subject in excess of $2,000,000 or (B) pursuant to which the limitations of bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies. No Purchased Subsidiary Company or any of their its Subsidiaries is, or will be, immediately following the Closing, nor to Seller’s knowledge is acquire any ownership interest in any other party theretoperson or other business enterprise other than the Company’s Subsidiaries; (ii) employment, in breachindividual consulting, violation severance, retention or default in similar contract with any material respect under officer, director, Employee or Independent Contractor that provides for annual base compensation of at least $300,000, other than Contracts terminable by the Company for any such Material Contract. None of the Purchased Subsidiaries reason upon less than ninety (90) days’ notice without incurring any liability; (iii) collective bargaining agreement or their Subsidiaries has received other Contract with any labor union, labor or given any written trade organization, works council or to Seller’s knowledge, oral notice or claim of any material breach or violation of, or default under, any Material Contract. The Purchased Subsidiaries and their Subsidiaries have not received or given any written, or to Seller’s knowledge, oral notice of an intention to terminate, not renew or challenge the validity or enforceability of, or to request a material refund other employee representative body (other than refunds accounted for any statutorily mandated agreement in non-U.S. jurisdictions); (iv) Contract containing provisions (A) prohibiting, restricting or limiting the right of the Company or any of its Subsidiaries to compete or to engage in any line or type of business or to conduct business with any Person or in any geographical area, (B) obligating the Company or any of its Subsidiaries to purchase or otherwise obtain any product or service exclusively from a single party, to conduct any business on a “most favored nations” basis with any third Person or to sell any product or service exclusively to a single party or conduct any business on an exclusive basis with any third Person, or (C) under which any Person has been granted the right to manufacture, sell, market or distribute any product of the Company or any of its Subsidiaries on an exclusive basis to any Person or group of Persons or in any geographical area; (v) Contract in respect of any Indebtedness in excess of $2,000,000, other than (A) accounts receivables and payables in the Financial Statementsordinary course of business, (B) under, any Material Contract. loans to direct or indirect wholly owned Subsidiaries or other loans between or among the Company and its direct or indirect wholly owned Subsidiaries or between or among the Company’s Subsidiaries and (cC) The Purchased Subsidiaries have made available to Buyer copies of all Material Contracts.cash-pooling arrangements entered into between or among the Company and its Subsidiaries;

Contracts and Commitments. (a) Schedule 3.08 sets forth 3.7(a) contains a list of the following material Contracts: (i) Contracts (or groups of related Contracts) of the Company or any of its Subsidiaries that are not on arm’s length terms; (ii) Contracts (or groups of related Contracts) of the Company or any of its Subsidiaries with directors, officers, and/or shareholders of the Company or any of its Subsidiaries or any Affiliate thereof or any Person with whom the Company or any of its Subsidiaries does not deal at arm’s length, except for employment arrangements; (iii) employment or consulting Contracts that provide for annual compensation in excess of €50,000; (iv) Contracts (or groups of related Contracts) (A) under which the Company or any of its Subsidiaries has created, incurred, assumed or guaranteed indebtedness for borrowed money, in each Contract to case in excess of €10,000, (B) constituting capital lease obligations, (C) under which the Company or any of its Subsidiaries has granted a security interest or lien on any of its material Assets, (D) under which the Company or any of its Subsidiaries has incurred any obligations for any performance bonds, payment bonds, surety bonds, letters of credit, guarantees or similar instruments, or (E) under which any Purchased Subsidiary Person has directly or indirectly guaranteed indebtedness or other Liabilities of the Company or any of its Subsidiaries; (v) Contracts concerning any partnership or joint venture with, manufacturing or research arrangements with, or any other investment in or alliance with (whether through the acquisition of an equity interest, the making of a loan or advance or otherwise) any other Person; (vi) Contracts (or groups of related Contracts) under which the Company or any of its Subsidiaries has lent money or promised to lend money, or made any other loan, in any such case that, individually, is in excess of €5,000; (vii) material Contracts relating to licenses or royalties, whether the Company or any of its Subsidiaries is a party the licensor or by which it is bound:licensee thereunder; (iviii) Contracts for the purchase of materials, supplies, goods, services, equipment or other assets (other than purchase orders or Contracts for services in the ordinary course of business) which (A) has resulted in payments during the period from January 1, 2010 to October 31, 2010 or (B) pursuant to its terms, requires payments to be made during the twelve months immediately following October 31, 2010, in each case, of at least $275,000 by the Purchased Subsidiaries and/or their Subsidiaries orCompany or any of its Subsidiaries, with respect to the Indian Company, of at least $100,000; (ii) for the or sale by any Purchased Subsidiary the Company or any of its Subsidiaries since January 2003, of materialsany business, suppliescorporation, goodspartnership, servicesjoint venture, equipment association or other assets that (A) has generated billed revenue during the period from January 1, 2010 to October 31, 2010 business organization or (B) pursuant to its terms, requires the counterparty to such Contract to make payments of billed revenue during the twelve month period immediately following October 31, 2010, in each case, of at least $275,000 to such Purchased Subsidiary any division or its Subsidiaries or, with respect to the Indian Company, at least $100,000operating unit; (iiiix) that is a note, debenture, bond, equipment trust, letter of credit, loan or other Contract representing Indebtedness for Borrowed Money or lending of money (other than to employees for travel expenses in the ordinary course of business) or between and among the Purchased Subsidiaries or their Subsidiaries, or otherwise is an agreement or arrangement for a line of credit or guarantee, pledge or undertaking of the Indebtedness of Contracts with any other Person (other than a Purchased Subsidiary or its Subsidiaries)Governmental Entity; (ivx) that is a collective bargaining Contracts (or similar labor agreementgroups of related Contracts) requiring capital expenditures after the date hereof in an amount in excess of €10,000 which are not terminable without penalty or premium; (vxi) that is an agreement by Contracts pursuant to which the use of any Intellectual Property material to the Business Proprietary Right is licensed or sublicensed to or from any Person Person; and (other than licenses granted xii) Contracts with any Excluded Subsidiary. (b) Absence of Breaches or Defaults in General. With respect to each Lease set forth on Schedules 3.6(b) and 3.6(c) and each Contract set forth on or described in Schedule 3.7: (i) there is no material breach or default by the Purchased Subsidiaries or their Subsidiaries to any customer of the Purchased Subsidiaries and their Subsidiaries in the ordinary course of business); (vi) that is an agreement by which any Purchased Subsidiary or their Subsidiaries licenses from another Person the use of any Intellectual Property material to the Business (other than agreements for commercially available software that is not incorporated into the Pinnacle software and redistributed to customers or clients by the Purchased Subsidiary or their Subsidiaries and having a replacement cost and annual license fee as of October 31, 2010 of less than $275,000); (vii) that relates to the formation, creation, operation, management or control of any joint venture, partnership or limited liability company; (viii) that is with any customer of any Purchased Subsidiary Company or any of its Subsidiaries party thereto or, to the best knowledge of Warrantors, any other party to any such Contract or Lease and none of the Company nor any of its Subsidiaries has received any notice that provides for it has breached or defaulted under any “most favored nation” pricing such Contract or Lease; (ii) such Contract or Lease is a legal, valid and binding obligation of the Company or its Subsidiary, as applicable; (iii) no action has been taken or reasonable likely to that, with notice or lapse of time or both, would or reasonable likely to constitute a material breach of or default, or permit termination, or acceleration of material obligations by a party thereto; (iv) no party has repudiated any material term thereof, or, to the best knowledge of Warrantors, threatened to dispute, terminate, cancel or not renew any such Contract or Lease; and (v) to the best of Warrantors’ knowledge none of Warrantors, the Company or any other similar pricing; (ix) of its Subsidiaries has any reason to believe that is an agreement that confers to the products or services called for by any customer of executory Contract cannot be supplied by the Purchased Company or its Subsidiaries or their Subsidiaries any ownership of any material software (including source code) or other material Intellectual Property owned or developed by or on behalf of the Purchased Subsidiaries or their Subsidiaries; (x) that contains a covenant not to compete that limits the conduct of the Business; (xi) that provides for the acquisition or disposition of any business (whether by merger, sale of stock or assets or otherwise) or issuance of any Securities at any time since January 1, 2009; (xii) that is entered into with (a) Seller, (b) any Affiliate of Seller or (c) any employee, officer or director of the Purchased Subsidiaries, any of their Subsidiaries or Seller; or (xiii) that is a material amendment or material modification to any of the foregoing currently in effect. Each such Contract described in clauses “(i)” through “(xiii)” above is described in Schedule 3.08(a) and referred to herein as a “Material Contract.” (b) Each Material Contract is, and immediately following the Closing will be, valid, binding and in full force and effect and enforceable in accordance with its the terms with respect to any Purchased Subsidiary or any of their Subsidiaries party thereto and, to Seller’s knowledge, each other party to such Contract, in each case subject to the limitations of bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies. No Purchased Subsidiary or any of their Subsidiaries is, or will be, immediately following the Closing, nor to Seller’s knowledge is any other party thereto, in breach, violation or default in any material respect under any such Material Contract. None of the Purchased Subsidiaries or their Subsidiaries has received or given any written or to Seller’s knowledge, oral notice or claim of any material breach or violation of, or default under, any Material Contract. The Purchased Subsidiaries and their Subsidiaries have not received or given any written, or to Seller’s knowledge, oral notice of an intention to terminate, not renew or challenge the validity or enforceability of, or to request a material refund (other than refunds accounted for in the Financial Statements) under, any Material Contractincluding time specifications. (c) The Purchased Subsidiaries have made available to Buyer copies of all Material Contracts.

Contracts and Commitments. (a) Section 5.9(a) of the Disclosure Schedule 3.08 sets forth as of the date hereof a list of each Contract the following Contracts to which any Purchased Subsidiary or any member of its Subsidiaries the Company Group is a party or by which it is bound:any of their assets or properties are bound (each, a “Material Agreement”): (i) any Contract which provides for the purchase sale of materials, supplies, goods, services, equipment products or other assets (services by any member of the Company Group and under which the undelivered balance of such products or services has a sale price in excess of $200,000 other than purchase orders or Contracts for services in the ordinary course Ordinary Course of businessBusiness; (ii) which any Contract with Material Vendors; (iii) any Contract relating to Indebtedness of the Company Group or any guaranty by any member of the Company Group of any obligation in respect of borrowed money excluding intercompany agreements among members of the Company Group (but including those intercompany agreements with Brio Animation Ltd.) only; (iv) employment or consulting agreements providing for aggregate cash payments to any Person in any calendar year in excess of $100,000; (v) any Contract with a Governmental Authority (other than for public utilities and similar services); (vi) any Contract (A) has resulted between a member of the Company Group, on the one hand, and any Affiliate of the Company Group (other than the Company or any of its Subsidiaries), on the other hand and (B) between Brio Animation Ltd. or its founders, on the one hand, and any other member or Affiliate of the Company Group, on the other hand; (vii) any collective bargaining agreement or Contract with any labor union; (viii) any Contract imposing any restriction on the right or ability of the Business, solicit any customer, employee or other service provider or any member of the Company Group to engage in payments during the period from January 1, 2010 to October 31, 2010 any line of business or compete (A) with any other Person or (B) in any area; (ix) any Contract with respect to any partnership or joint venture or any Contract involving the sharing of revenues or profits; (x) any Contract granting any rights of first refusal, rights of first negotiation or similar rights to any Person; (xi) any Contract which contains a “most favored nation” clause; (xii) any “take or pay” Contract or Contract that contains any minimum purchase commitment; (xiii) any Contract that requires the Company or any of its Subsidiaries to deal exclusively with any Person or group of related Persons; (xiv) any broker, distributor, merchandising, sales representative, franchise, agency, sales promotion, market research, marketing consulting or advertising Contract; (xv) any Contract which contains any grant of a license or covenant not to assert granted by any third party to any member of the Company Group with respect to any Intellectual Property or Software (other than any license of off-the-shelf Software on standard terms for an annual or one-time fee of no more than $25,000) (“Licensed Intellectual Property”); (xvi) any Contract which contains any grant of a license or covenant not to assert granted by any member of the Company Group to any third party with respect to any Intellectual Property or Company Software; (xvii) any Contract providing for royalty payments to any Person in any calendar year; (xviii) any Contract that contains any provision requiring the Company or any of its Subsidiaries to indemnify any other party (excluding indemnities contained in agreements for the purchase, sale or license of products or services in the Ordinary Course of Business pursuant to the Company’s standard form agreement(s)); (xix) any Contract pursuant to which any member of the Company Group is a lessor or a lessee of any property, personal or real, or holds or operates any tangible personal property owned by another Person, except for any leases of personal property under which the aggregate annual rent or lease payments do not exceed $250,000; (xx) any Contract relating to the acquisition or disposition of any material business, stock or assets that has purchase price payments or adjustments, “earn-outs” or similar obligations that are still in effect; and (xxi) any other Contract material to the Company and not disclosed in the foregoing clauses (i) through (xx). (b) Except as set forth on Section 5.9(b) of the Disclosure Schedule: (i) neither the Company nor any of its termsSubsidiaries is in default under any provision of any Material Agreement, requires payments and to be made during the twelve months immediately following October 31Knowledge of the Company, 2010no other party to any Material Agreement is in breach of or default under any provision thereunder, and no event has occurred that with or without notice or lapse of time or both would constitute a breach or default by the Company or any of its Subsidiaries or, to the Knowledge of the Company, any other party thereunder, in each case, of at least $275,000 by the Purchased Subsidiaries and/or their Subsidiaries or, with respect to the Indian Company, of at least $100,000; other than breaches or defaults that are not material under such Material Agreement; (ii) for no party to any Material Agreement has exercised any termination right with respect thereto and no party has given notice to the sale by any Purchased Subsidiary Company or any of its Subsidiaries of materials, supplies, goods, services, equipment or other assets that (A) has generated billed revenue during the period from January 1, 2010 to October 31, 2010 or (B) pursuant to its terms, requires the counterparty to such Contract to make payments of billed revenue during the twelve month period immediately following October 31, 2010, in each case, of at least $275,000 to such Purchased Subsidiary or its Subsidiaries or, any dispute with respect to the Indian Company, at least $100,000; any Material Agreement; (iii) that each Material Agreement is a note, debenture, bond, equipment trust, letter of credit, loan or other Contract representing Indebtedness for Borrowed Money or lending of money (other than to employees for travel expenses in the ordinary course of business) or between and among the Purchased Subsidiaries or their Subsidiaries, or otherwise is an agreement or arrangement for a line of credit or guarantee, pledge or undertaking of the Indebtedness of any other Person (other than a Purchased Subsidiary or its Subsidiaries); (iv) that is a collective bargaining or similar labor agreement; (v) that is an agreement by which the use of any Intellectual Property material to the Business is licensed to any Person (other than licenses granted by the Purchased Subsidiaries or their Subsidiaries to any customer of the Purchased Subsidiaries and their Subsidiaries in the ordinary course of business); (vi) that is an agreement by which any Purchased Subsidiary or their Subsidiaries licenses from another Person the use of any Intellectual Property material to the Business (other than agreements for commercially available software that is not incorporated into the Pinnacle software and redistributed to customers or clients by the Purchased Subsidiary or their Subsidiaries and having a replacement cost and annual license fee as of October 31, 2010 of less than $275,000); (vii) that relates to the formation, creation, operation, management or control of any joint venture, partnership or limited liability company; (viii) that is with any customer of any Purchased Subsidiary or any of its Subsidiaries that provides for any “most favored nation” pricing or any other similar pricing; (ix) that is an agreement that confers to any customer of the Purchased Subsidiaries or their Subsidiaries any ownership of any material software (including source code) or other material Intellectual Property owned or developed by or on behalf of the Purchased Subsidiaries or their Subsidiaries; (x) that contains a covenant not to compete that limits the conduct of the Business; (xi) that provides for the acquisition or disposition of any business (whether by merger, sale of stock or assets or otherwise) or issuance of any Securities at any time since January 1, 2009; (xii) that is entered into with (a) Seller, (b) any Affiliate of Seller or (c) any employee, officer or director of the Purchased Subsidiaries, any of their Subsidiaries or Seller; or (xiii) that is a material amendment or material modification to any of the foregoing currently in effect. Each such Contract described in clauses “(i)” through “(xiii)” above is described in Schedule 3.08(a) and referred to herein as a “Material Contract.” (b) Each Material Contract is, and immediately following the Closing will be, valid, binding and binding, in full force and effect and enforceable in accordance with its terms with respect to any Purchased Subsidiary against the Company or any one or more members of their Subsidiaries party thereto andthe Company Group, to Seller’s knowledgeas applicable, each other party to except as such Contractenforceability may be limited by (A) applicable insolvency, in each case subject to the limitations of bankruptcy Lawsbankruptcy, reorganization, moratorium or other similar Laws affecting creditors’ rights generally, and (B) general principles of equity affecting equity; and (iv) true, correct and complete copies of all Material Agreements, together with all amendments, modifications or supplements thereto have been made available to Purchaser prior to the availability of specific performance and other equitable remedies. No Purchased Subsidiary or any of their Subsidiaries is, or will be, immediately following the Closing, nor to Seller’s knowledge is any other party thereto, in breach, violation or default in any material respect under any such Material Contract. None of the Purchased Subsidiaries or their Subsidiaries has received or given any written or to Seller’s knowledge, oral notice or claim of any material breach or violation of, or default under, any Material Contract. The Purchased Subsidiaries and their Subsidiaries have not received or given any written, or to Seller’s knowledge, oral notice of an intention to terminate, not renew or challenge the validity or enforceability of, or to request a material refund (other than refunds accounted for in the Financial Statements) under, any Material Contractdate hereof. (c) The Purchased Subsidiaries have made available to Buyer copies Company is not a guarantor or indemnitor of all Material Contractsany Indebtedness of any other Person.

Contracts and Commitments. (a) Schedule 3.08 4.14(a) sets forth a list as of each Contract the date hereof of all Contracts of the following types, other than Employee Benefit Plans, to which any Purchased Subsidiary or any of its Subsidiaries Company is a party or by which it is bound:any assets of any Company are bound or subject (such Contracts set forth or required to be set forth on Schedule 4.14(a), collectively, the “Material Contracts”): (i) for the purchase all Contracts that Seller reasonably anticipates will involve payments to or by a Company in excess of materials, supplies, goods, services, equipment $150,000 in any twelve (12)-month period or other assets (other than purchase orders or Contracts for services $500,000 in the ordinary course of business) which (A) has resulted in payments during the period from January 1, 2010 to October 31, 2010 or (B) pursuant to its terms, requires payments to be made during the twelve months immediately following October 31, 2010, in each case, of at least $275,000 by the Purchased Subsidiaries and/or their Subsidiaries or, with respect to the Indian Company, of at least $100,000aggregate; (ii) for the sale by all Contracts evidencing or otherwise relating to any Purchased Subsidiary Indebtedness or any of its Subsidiaries of materials, supplies, goods, services, equipment or other assets that (A) has generated billed revenue during the period from January 1, 2010 to October 31, 2010 or (B) pursuant to its terms, requires the counterparty to such Contract to make payments of billed revenue during the twelve month period immediately following October 31, 2010, in each case, of at least $275,000 to such Purchased Subsidiary or its Subsidiaries or, with respect to the Indian Company, at least $100,000Related Party Payables; (iii) all Contracts that is contain a notecovenant not to compete obligation on any Company or that otherwise impair the ability of any Company to compete with any Person, debenture, bond, equipment trust, letter engage in any line of credit, loan business or other Contract representing Indebtedness for Borrowed Money or lending of money (other than to employees for travel expenses in the ordinary course of business) or between and among the Purchased Subsidiaries or their Subsidiaries, with any Person or otherwise is an agreement or arrangement for a line of credit or guarantee, pledge or undertaking of the Indebtedness of conduct its respective business in any other Person (other than a Purchased Subsidiary or its Subsidiaries)geographical area; (iv) all Contracts that is a collective bargaining grant any exclusive rights, right of first refusal, right of first offer or similar labor agreementright to the counterparty thereto; (v) all Contracts that is an agreement by which the use require a Company to purchase from a third party such Company’s, or require a third party to purchase from a Company such third party’s, total requirement of any Intellectual Property material to the Business is licensed to product or service or that contain any Person (“take or pay” or other than licenses granted by the Purchased Subsidiaries minimum purchase requirements or their Subsidiaries to any customer of the Purchased Subsidiaries and their Subsidiaries in the ordinary course of business); (vi) that is an agreement by which any Purchased Subsidiary or their Subsidiaries licenses from another Person the use of any Intellectual Property material to the Business (other than agreements for commercially available software that is not incorporated into the Pinnacle software and redistributed to customers or clients by the Purchased Subsidiary or their Subsidiaries and having a replacement cost and annual license fee as of October 31, 2010 of less than $275,000); (vii) that relates to the formation, creation, operation, management or control of any joint venture, partnership or limited liability company; (viii) that is with any customer of any Purchased Subsidiary or any of its Subsidiaries that provides for any “most favored nation” pricing provisions; (vi) all leases or similar agreements under which (a) any Company is lessee of, or holds or uses, any machinery, equipment, vehicle or other similar pricingtangible personal property owned by a third party or (b) any Company is a lessor or sublessor of, or makes available for use by any third party, any tangible personal property owned or leased by any Company, in each case which involve scheduled payments in excess of $75,000 in any twelve-month period or $300,000 in the aggregate; (vii) all Leases; (viii) all Contracts with any of the customers or suppliers of the Companies identified in Schedule 4.20; (ix) that is an agreement that confers to any customer of the Purchased Subsidiaries all Contracts which establish a partnership, limited liability company or their Subsidiaries any ownership of any material software (including source code) joint venture or other material Intellectual Property owned or developed by or on behalf of the Purchased Subsidiaries or their Subsidiariessimilar arrangement; (x) all Contracts that contains a covenant not relate to compete an acquisition, divestiture, merger or similar transaction and contain representations, covenants, indemnities or other obligations that limits the conduct of the Businessare still in effect; (xi) all powers of attorney granted by any Company that provides for the acquisition or disposition of any business (whether by merger, sale of stock or assets or otherwise) or issuance of any Securities at any time since January 1, 2009are currently effective and outstanding; (xii) that is entered into with all Contracts (aother than any employment agreement) Seller, (b) to which both any Affiliate of Seller or (c) any Company, or any officer, director, employee, officer stockholder, member or director partner of Seller, any Company or any such Affiliate, or family members or Affiliates of any of the Purchased Subsidiariesforegoing, any of their Subsidiaries or Seller; oris a party; (xiii) all Contracts of agency, representation, sales con11mss10n, brokerage or distribution, which (a) cannot by their respective terms be canceled by the Company party thereto without payment or penalty upon notice of sixty (60) days or less or (b) involve payments in excess of $100,000 in any twelve-month period or $300,000 in aggregate; (xiv) all Contracts providing for indemnification by any Company, except for any such Contract that is a not material amendment to the Companies and was entered into in the ordinary course of business consistent with past practice; (xv) all Contracts involving capital expenditures in excess of $100,000 in any twelve-month period or $500,000 in the aggregate; (xvi) any Contracts relating to development, licensing or transfer of Intellectual Property Rights, excluding licenses for unmodified commercially available off-the-shelf software licensed in object code form with total license fees less than $50,000 in any twelve-month period or $200,000 in aggregate; (xvii) all Contracts pursuant to which any Company is licensed to use Intellectual Property Rights that is material modification to any the conduct of the foregoing business of the Companies as currently in effect. Each such conducted; and (xviii) any employee collective bargaining agreement or other Contract described in clauses “with any labor union or similar organization. (i)” through “(xiii)” above is described in Schedule 3.08(a) and referred to herein as a “Material Contract.” (b) Each Material Contract is, and immediately following the Closing will be, valid, binding and is in full force and effect and constitutes the legal, valid and binding obligation of, and is enforceable in accordance with its terms with respect to any Purchased Subsidiary or any of their Subsidiaries against, the Company that is party thereto and, to Seller’s knowledgeKnowledge, each other party to such Contractthereto, in each case subject to except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting the limitations enforcement of bankruptcy Laws, other similar Laws affecting creditors’ rights generally and general principles of equity affecting that restrict the availability of specific performance and other equitable remedies. No Purchased Subsidiary ; (ii) no Company is in material breach of any Material Contract or in default in the performance, observance or fulfillment of any of their Subsidiaries isobligation, covenant or will be, immediately following the Closing, nor condition contained therein in any material respect; and (iii) to Seller’s knowledge Knowledge, no counterparty to any Material Contract is in breach of any such Material Contract or in default in the performance, observance or fulfillment of any obligation, covenant or condition contained therein in any material respect. Neither Seller nor any Company has received written notice of any default or material breach under any Material Contract and, to Seller’s Knowledge, no event has occurred or circumstance exists that, individually or in the aggregate, would reasonably be expected to result in any Company being in material breach or material default under any Material Contract or that would give any other party theretothereto the right to accelerate any Company’s material obligations under, in breach, violation or default in any material respect under any such Material Contract. None of the Purchased Subsidiaries or their Subsidiaries has received or given any written or to Seller’s knowledge, oral notice or claim of any material breach or violation of, or default underterminate, any Material Contract. The Purchased Subsidiaries True and their Subsidiaries complete copies of each Material Contract have not received been delivered or given any written, or to Seller’s knowledge, oral notice of an intention to terminate, not renew or challenge the validity or enforceability of, or to request a material refund (other than refunds accounted for in the Financial Statements) under, any Material Contract. (c) The Purchased Subsidiaries have made available to Buyer copies of all Material ContractsBuyer.

Contracts and Commitments. (a) Schedule 3.08 sets forth a list As of each Contract to which the date hereof, the Company is not, nor is any Purchased Subsidiary or any of its Subsidiaries is Subsidiary, a party to or bound by which it is boundany oral or written contract: (i) for which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K promulgated under the purchase Securities Act) to be performed in full or in part after the date of materials, supplies, goods, services, equipment this Agreement that has not been filed or other assets (other than purchase orders or Contracts for services incorporated by reference in the ordinary course of business) which (A) has resulted in payments during the period from January 1, 2010 to October 31, 2010 or (B) pursuant to its terms, requires payments to be made during the twelve months immediately following October 31, 2010, in each case, of at least $275,000 by the Purchased Subsidiaries and/or their Subsidiaries or, with respect to the Indian Company, of at least $100,000Company Reports; (ii) for the sale by any Purchased Subsidiary that is a partnership, joint venture, strategic alliance or cooperation agreement (or any agreement similar to any of its Subsidiaries of materials, supplies, goods, services, equipment or other assets that (A) has generated billed revenue during the period from January 1, 2010 to October 31, 2010 or (B) pursuant to its terms, requires the counterparty to such Contract to make payments of billed revenue during the twelve month period immediately following October 31, 2010foregoing), in each case, of at least $275,000 case which is material to such Purchased Subsidiary or the Company and its Subsidiaries or, with respect to the Indian Company, at least $100,000taken as a whole; (iii) that is a note, debenture, bond, equipment trust, letter prohibits the Company or any of credit, loan its Subsidiaries from freely engaging or other Contract representing Indebtedness for Borrowed Money or lending competing in any line of money (other than to employees for travel expenses business anywhere in the ordinary course of business) or between and among the Purchased Subsidiaries or their Subsidiaries, or otherwise is an agreement or arrangement for a line of credit or guarantee, pledge or undertaking of the Indebtedness of any other Person (other than a Purchased Subsidiary or its Subsidiaries)world; (iv) between the Company and any of its Affiliates (other than Subsidiaries), directors or officers that is a collective bargaining or similar labor agreementnot on arms length terms; (v) that is an agreement by pursuant to which the use of Company or any Subsidiary licenses (as licensor or licensee) any cotton or soybean hybrids or any germplasm or any other Intellectual Property related to cotton or soybeans, in each case which is material to the Business Company and its Subsidiaries taken as a whole, except in each case any of the foregoing which is licensed to the Company or any Person (other than licenses granted Subsidiary by the Purchased Subsidiaries Parent or their Subsidiaries to any customer of the Purchased Subsidiaries and their Subsidiaries in the ordinary course of business)its Affiliates; (vi) that is involves an agreement by amount in excess of $1,500,000 and pursuant to which the Company or any Purchased Subsidiary of its Subsidiaries has incurred or their Subsidiaries licenses from another Person the use of any Intellectual Property material to the Business (other than agreements for commercially available software that is not incorporated into the Pinnacle software and redistributed to customers or clients by the Purchased Subsidiary or their Subsidiaries and having a replacement cost and annual license fee as of October 31, 2010 of less than $275,000)accrued losses; (vii) that relates to the formation, creation, operation, management or by its terms may be terminated upon a change in control of the Company or any joint venture, partnership or limited liability companyof its Subsidiaries; (viii) that is with any customer of any Purchased Subsidiary commits the Company or any of its Subsidiaries that provides to purchase or sell any properties or assets outside of the ordinary course of business for any “most favored nation” pricing or any other similar pricing;consideration in excess of $1,500,000; or (ix) that involves an unfulfilled obligation, individually or in the aggregate, in excess of $1,500,000 and is an agreement that confers to any customer incurred outside the ordinary course of business and is not terminable by the Purchased Subsidiaries Company or their Subsidiaries any ownership of any material software (including source code) or other material Intellectual Property owned or developed by or on behalf of the Purchased Subsidiaries or their Subsidiaries; (x) that contains a covenant not to compete that limits the conduct of the Business; (xi) that provides for the acquisition or disposition of any business (whether by merger, sale of stock or assets or otherwise) or issuance of any Securities at any time since January 1, 2009; (xii) that is entered into with (a) Seller, (b) any Affiliate of Seller or (c) any employee, officer or director of the Purchased Subsidiaries, any of their its Subsidiaries upon less than 120 calendar days’ notice for a cost of not less than $1,500,000. The foregoing contracts and agreements to which the Company or Seller; or (xiii) any Subsidiary are parties or are bound and that is a material amendment or material modification are listed in the Company Disclosure Letter, together with all contracts and agreements filed as exhibits to any of the foregoing currently in effect. Each such Contract described in clauses “(i)” through “(xiii)” above is described in Schedule 3.08(a) and Company Reports, are collectively referred to herein as a the “Company Material ContractContracts.” (b) (i) Each Company Material Contract isis valid and binding on the Company and any of its Subsidiaries that is a party thereto, as applicable, and immediately following in full force and effect, except where the Closing will be, failure to be valid, binding and in full force and effect would not, individually or in the aggregate, have a Material Adverse Effect, (ii) the Company and enforceable in accordance with each of its terms with respect to any Purchased Subsidiary or any of their Subsidiaries party thereto has and, to Seller’s knowledgethe knowledge of the Company, all other parties thereto have, performed all obligations required to be performed by such Person under each other party to such Company Material Contract, except where such noncompliance would not, individually or in each case subject to the limitations of bankruptcy Lawsaggregate, other similar Laws affecting creditors’ rights have a Material Adverse Effect, and general principles of equity affecting (iii) neither the availability of specific performance and other equitable remedies. No Purchased Subsidiary or Company nor any of their its Subsidiaries isknows of, or has received written notice of, the existence of any event or condition which constitutes, or, after notice or lapse of time or both, will beconstitute, immediately following a default on the Closingpart of the Company, nor to Seller’s knowledge is any of its Subsidiaries or any other party thereto, in breach, violation or default in any material respect thereto under any such Company Material Contract. None of the Purchased Subsidiaries , except where such default would not, individually or their Subsidiaries has received or given any written or to Seller’s knowledge, oral notice or claim of any material breach or violation of, or default under, any Material Contract. The Purchased Subsidiaries and their Subsidiaries have not received or given any written, or to Seller’s knowledge, oral notice of an intention to terminate, not renew or challenge the validity or enforceability of, or to request a material refund (other than refunds accounted for in the Financial Statements) underaggregate, any have a Material ContractAdverse Effect. (c) The Purchased Subsidiaries have made available to Buyer copies of all Material Contracts.

Contracts and Commitments. (a) Schedule 3.08 sets forth Section 3.18(a) of the Company Disclosure Letter contains a true and complete list of each Contract of the following written, or to the Company's knowledge, oral, contracts (the "Material Contracts") to which any Purchased Subsidiary the Company or any of its Subsidiaries is a party or by which it is bound: party: (i) all Contracts (excluding Company Employee Benefit Plans which can be terminated at will without subjecting the Company or any of its Subsidiaries to cost or penalty) providing for a commitment for employment or consultation services for a specified or unspecified term to, or otherwise relating to employment or the purchase termination of materialsemployment of, suppliesany Employee; (ii) all Contracts with any Person containing any provision or covenant prohibiting or limiting the ability of the Company or any of its Subsidiaries to engage in any business activity or compete with any Person in connection with their respective businesses or prohibiting or limiting the ability of any Person to compete with the Company or any of its Subsidiaries in connection with their respective businesses; (iii) all partnership, goodsjoint venture, services, equipment shareholders' or other similar Contracts with any Person in connection with the Company's or any of its Subsidiaries' businesses; (iv) all Contracts between the Company or any or its Subsidiaries and all hospitals, hospital systems, independent practice associations ("IPAs"), physician groups, physicians, pharmacies, laboratories, home health care agencies, nursing facilities, mental health providers, therapists and other allied health care professionals and institutions (collectively "Providers"); (v) all Contracts relating to the future disposition or acquisition of any assets (of the Company, other than purchase orders dispositions or Contracts for services acquisitions in the ordinary course of business; and (vi) which all other Contracts (Aother than Company Employee Benefit Plans, real property leases and insurance policies) has resulted in payments during the period from January 1, 2010 to October 31, 2010 or (B) pursuant to its terms, requires payments to be made during the twelve months immediately following October 31, 2010, in each case, of at least $275,000 by the Purchased Subsidiaries and/or their Subsidiaries or, with respect to the Indian CompanyCompany and its Subsidiaries that (A) involve the payment or potential payment, pursuant to the terms of at least $100,000; (ii) for any such Contract, by or to the sale by any Purchased Subsidiary Company or any of its Subsidiaries of materials, supplies, goods, services, equipment or other assets that (A) has generated billed revenue during the period from January 1, 2010 to October 31, 2010 or more than $100,000 annually and (B) pursuant to its terms, requires the counterparty to such Contract to make payments cannot be terminated within sixty (60) days after giving notice of billed revenue during the twelve month period immediately following October 31, 2010, termination without resulting in each case, of at least $275,000 to such Purchased Subsidiary any material cost or its Subsidiaries or, with respect penalty to the Indian Company, at least $100,000; (iii) Company or any of its Subsidiaries. There is no default or event that is a note, debenture, bond, equipment trust, letter with notice or lapse of credit, loan or other Contract representing Indebtedness for Borrowed Money or lending of money (other than to employees for travel expenses in the ordinary course of business) or between and among the Purchased Subsidiaries or their Subsidiariestime, or otherwise is an agreement or arrangement for both, would constitute a line of credit or guarantee, pledge or undertaking of the Indebtedness of any other Person (other than a Purchased Subsidiary or its Subsidiaries); (iv) that is a collective bargaining or similar labor agreement; (v) that is an agreement by which the use of any Intellectual Property material to the Business is licensed to any Person (other than licenses granted default by the Purchased Subsidiaries or their Subsidiaries to any customer of the Purchased Subsidiaries and their Subsidiaries in the ordinary course of business); (vi) that is an agreement by which any Purchased Subsidiary or their Subsidiaries licenses from another Person the use of any Intellectual Property material to the Business (other than agreements for commercially available software that is not incorporated into the Pinnacle software and redistributed to customers or clients by the Purchased Subsidiary or their Subsidiaries and having a replacement cost and annual license fee as of October 31, 2010 of less than $275,000); (vii) that relates to the formation, creation, operation, management or control of any joint venture, partnership or limited liability company; (viii) that is with any customer of any Purchased Subsidiary Company or any of its Subsidiaries that provides for any “most favored nation” pricing or any other similar pricing; (ix) that is an agreement that confers to any customer of the Purchased Subsidiaries or their Subsidiaries any ownership of any material software (including source code) or other material Intellectual Property owned or developed by or on behalf of the Purchased Subsidiaries or their Subsidiaries; (x) that contains a covenant not to compete that limits the conduct of the Business; (xi) that provides for the acquisition or disposition of any business (whether by merger, sale of stock or assets or otherwise) or issuance of any Securities at any time since January 1, 2009; (xii) that is entered into with (a) Seller, (b) any Affiliate of Seller or (c) any employee, officer or director of the Purchased Subsidiaries, any of their Subsidiaries or Seller; or (xiii) that is a material amendment or material modification to under any of the foregoing currently in effectMaterial Contracts to which it is a party. Each such Contract described in clauses “(i)” through “(xiii)” above is described in Schedule 3.08(a) and referred to herein as Neither the Company nor any or its Subsidiaries has received written notice of a “Material Contract.” (b) Each default under any Material Contract is, and immediately following the Closing will be, valid, binding and in full force and effect and enforceable in accordance with its terms with respect to any Purchased Subsidiary or any of their Subsidiaries party thereto and, to Seller’s knowledge, each other party to such Contract, in each case subject to the limitations of bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies. No Purchased Subsidiary or any of their Subsidiaries is, or will be, immediately following the Closing, nor to Seller’s knowledge is by any other party thereto, . Except as set forth in breach, violation or default in any material respect under any such Material Contract. None Section 3.18(a) of the Purchased Subsidiaries or their Company Disclosure Letter, neither the Company nor its Subsidiaries has received any knowledge (A) that any Provider or given any written Providers representing individually or to Seller’s knowledge, oral notice or claim of any material breach or violation of, or default under, any Material Contract. The Purchased Subsidiaries and their Subsidiaries have not received or given any written, or to Seller’s knowledge, oral notice of an intention to terminate, not renew or challenge the validity or enforceability of, or to request a material refund (other than refunds accounted for in the Financial Statementsaggregate in excess of ten percent (10%) under, of the enrollees of the Company or of the total number of Providers are organized or attempting to organize any Material Contract. entity (cwhether or not incorporated) The Purchased Subsidiaries for the purpose of bargaining or otherwise dealing with the Company on a collective basis (except with respect to individual providers who have made available to Buyer copies of all Material Contracts.formed professional corporations

Contracts and Commitments. (a) Schedule 3.08 sets forth 3.10(a) of the Disclosure Schedules identifies (with reference to each of the subsections below) certain Contracts of the Acquired Companies, including each Material Contract (as defined below). For purposes of this Agreement, each of the following shall be deemed to be a list of each Contract to which any Purchased Subsidiary or any of its Subsidiaries is a party or by which it is bound“Material Contract”: (i) any Contract with any Governmental Body to which any Acquired Company is a party; (ii) any Contract that limits or purports to limit the ability of any Acquired Company or any officer or employee of any Acquired Company to compete in any line of business or with any Person or in any geographic area or during any period of time; (iii) any Contract that limits or purports to limit the ability of any Acquired Company or any officer or employee of any Acquired Company to solicit any customers; (iv) (A) any Contract between or among any Acquired Company and the Company or any Affiliate of the Company and (B) any Contract with a Related Party; (v) any Contract that is terminable upon or prohibits a change of ownership or control of any Acquired Company; (vi) any Contract for capital expenditures or the purchase acquisition or construction of materialsfixed assets requiring the payment by any Acquired Company of an amount in excess of $125,000; (vii) any Contract of any Acquired Company that provides for an increased payment or benefit, suppliesor accelerated vesting, goods, services, equipment upon the execution hereof or other assets the Closing or in connection with the transactions contemplated hereby; (viii) any Contract granting any Person a Lien on all or any part of any Asset of the Transferred Business or any Acquired Company other than purchase orders or Contracts for services equipment leases entered into in the ordinary course of business) which (A) has resulted in payments during the period from January 1, 2010 to October 31, 2010 or (B) pursuant to its terms, requires payments to be made during the twelve months immediately following October 31, 2010, in each case, of at least $275,000 by the Purchased Subsidiaries and/or their Subsidiaries or, with respect to the Indian Company, of at least $100,000; (iiix) for the sale any Contract relating to any completed business acquisition by any Purchased Subsidiary or any of its Subsidiaries of materials, supplies, goods, services, equipment or other assets that Acquired Company within the last thirty-six (A36) has generated billed revenue during the period from January 1, 2010 to October 31, 2010 or (B) pursuant to its terms, requires the counterparty to such Contract to make payments of billed revenue during the twelve month period immediately following October 31, 2010, in each case, of at least $275,000 to such Purchased Subsidiary or its Subsidiaries or, with respect to the Indian Company, at least $100,000months; (iiix) any collective bargaining agreement; (xi) any Contract for the employment of any officer, individual employee or other Person on a full-time or consulting basis providing for base compensation in excess of $150,000 per annum; (xii) any Contract relating to Indebtedness, the borrowing of money, or to mortgaging, pledging shares on any of the Acquired Companies, or otherwise placing a Lien on any of the Assets; (xiii) any Contract granting to any Person an option or a first refusal, first-offer, exclusivity, or similar preferential right to purchase or acquire any Assets of any Acquired Company; (xiv) any Contract that contains “most favored nation” or equivalent preferential pricing terms for the benefit of any Person other than the Acquired Companies; (xv) any Contract with any Agent, distributor, or Representative of any Acquired Company that is a notenot terminable without penalty on ninety (90) days’ or less notice; (xvi) any Contract providing for the indemnification of any officer, debenturedirector, bondemployee, equipment trust, letter of credit, loan or other Contract representing Indebtedness for Borrowed Money or lending of money (Person by any Acquired Company other than to employees for travel expenses in the ordinary course of businessbusiness and in the Acquired Company’s Organizational Documents; and (xvii) any joint venture or between and among the Purchased Subsidiaries or their Subsidiaries, or otherwise is an agreement or arrangement for a line of credit or guarantee, pledge or undertaking of the Indebtedness partnership Contract of any other Person (other than a Purchased Subsidiary or its Subsidiaries); (iv) that is a collective bargaining or similar labor agreement; (v) that is an agreement by which the use of any Intellectual Property material to the Business is licensed to any Person (other than licenses granted by the Purchased Subsidiaries or their Subsidiaries to any customer of the Purchased Subsidiaries and their Subsidiaries in the ordinary course of business); (vi) that is an agreement by which any Purchased Subsidiary or their Subsidiaries licenses from another Person the use of any Intellectual Property material to the Business (other than agreements for commercially available software that is not incorporated into the Pinnacle software and redistributed to customers or clients by the Purchased Subsidiary or their Subsidiaries and having a replacement cost and annual license fee as of October 31, 2010 of less than $275,000); (vii) that relates to the formation, creation, operation, management or control of any joint venture, partnership or limited liability company; (viii) that is with any customer of any Purchased Subsidiary or any of its Subsidiaries that provides for any “most favored nation” pricing Acquired Company or any other similar pricing; (ix) that is an agreement that confers to any customer of Contract providing for the Purchased Subsidiaries or their Subsidiaries any ownership sharing of any material software (including source code) or other material Intellectual Property owned or developed profits by or on behalf of the Purchased Subsidiaries or their Subsidiaries; (x) that contains a covenant not to compete that limits the conduct of the Business; (xi) that provides for the acquisition or disposition of any business (whether by merger, sale of stock or assets or otherwise) or issuance of any Securities at any time since January 1, 2009; (xii) that is entered into with (a) Seller, (b) any Affiliate of Seller or (c) any employee, officer or director of the Purchased Subsidiaries, any of their Subsidiaries or Seller; or (xiii) that is a material amendment or material modification to any of the foregoing currently in effect. Each such Contract described in clauses “(i)” through “(xiii)” above is described in Schedule 3.08(a) and referred to herein as a “Material ContractAcquired Company.” (b) Each Except as disclosed on Schedule 3.10(b) of the Disclosure Schedules, (i) each Material Contract is, and immediately following the Closing will be, valid, binding and is in full force and effect and enforceable by each Acquired Company party thereto in accordance with its terms with respect respective terms, (ii) no Acquired Company is, and to any Purchased Subsidiary or any the Knowledge of their Subsidiaries party thereto andthe Company, to Seller’s knowledge, each no other party to such a Material Contract is, in breach or default under any Material Contract, in each case subject (iii) to the limitations Company’s Knowledge, no event has occurred that, with notice or the passage of bankruptcy Lawstime or both, other similar Laws affecting creditors’ rights and general principles of equity affecting would reasonably be expected to (A) constitute a breach or default under, (B) give any Person the availability of specific performance and other equitable remedies. No Purchased Subsidiary right to receive or any of their Subsidiaries isrequire a refund, rebate, chargeback, penalty, or will bechange in delivery schedule under any Material Contract, immediately following (C) give any Person the Closingright to accelerate the maturity or performance of any Material Contract, or (D) give any Person the right to cancel, terminate, or modify any Material Contract (exclusive of any right to do so at any time upon prior notice independent of the occurrence of such event), and (iv) no Acquired Company has given, nor to Seller’s knowledge is has any Acquired Company received from any other party theretoPerson, in breach, violation or default in any material respect under any such Material Contract. None of the Purchased Subsidiaries or their Subsidiaries has received or given any written or to Seller’s knowledge, oral notice or claim other written communication regarding the existence of any material breach or violation of, or material default under, any Material Contract. The Purchased Subsidiaries and their Subsidiaries have not received or given any written, or to Seller’s knowledge, oral notice of an intention to terminate, not renew or challenge the validity or enforceability of, or to request a material refund (other than refunds accounted for in the Financial Statements) under, any Material Contract. (c) The Purchased Subsidiaries have made available to Buyer copies of all Material Contracts.

Contracts and Commitments. (a) Schedule 3.08 sets forth 3.09(a) contains a list of each Contract the following contracts to which any Purchased Subsidiary or any of its Subsidiaries the Company is a party or by which it is bound:otherwise bound (all such contracts required to be listed on Schedule 3.09(a), collectively, “Material Contracts”): (i) for the purchase of materialscontract or agreement with any staffing agent, suppliesemployee leasing agency, goods, services, equipment or other assets (other than purchase orders or Contracts for services in the ordinary course provider of business) which (A) has resulted in payments during the period from January 1, 2010 to October 31, 2010 or (B) pursuant to its terms, requires payments to be made during the twelve months immediately following October 31, 2010, in each case, of at least $275,000 by the Purchased Subsidiaries and/or their Subsidiaries or, with respect contingent workers to the Indian Company, of at least $100,000; (ii) for the sale by any Purchased Subsidiary contract, agreement, instrument or any of its Subsidiaries of materials, supplies, goods, services, equipment or other assets that (A) has generated billed revenue during the period from January 1, 2010 to October 31, 2010 or (B) pursuant to its terms, requires the counterparty to such Contract to make payments of billed revenue during the twelve month period immediately following October 31, 2010, in each case, of at least $275,000 to such Purchased Subsidiary or its Subsidiaries or, with respect indenture relating to the Indian borrowing of money or incurrence, guaranty or assumption of Indebtedness or to mortgaging, pledging or otherwise placing a Lien, except for Permitted Liens, on any portion of the assets of the Company, at least $100,000; (iii) that is a note, debenture, bond, equipment trust, letter of credit, contract under which the Company has made an advance or loan or other Contract representing Indebtedness for Borrowed Money or lending of money (other than to employees for travel expenses in the ordinary course of business) or between and among the Purchased Subsidiaries or their Subsidiaries, or otherwise is an agreement or arrangement for a line of credit or guarantee, pledge or undertaking of the Indebtedness of any other Person (other than a Purchased Subsidiary or its Subsidiaries); (iv) that is a collective bargaining or similar labor agreement; (v) that is routine advance made to an agreement by which the use of any Intellectual Property material to the Business is licensed to any Person (other than licenses granted by the Purchased Subsidiaries or their Subsidiaries to any customer employee of the Purchased Subsidiaries and their Subsidiaries Company in the ordinary course of business); (iv) contract, lease or agreement under which it is lessee of, or holds or operates any personal property owned by any other party for which the annual rental exceeds $50,000 or has an unexpired term in excess of one (1) year; (v) contract that requires capital expenditures in excess of $50,000 following the Closing Date; (vi) that is an agreement by which any Purchased Subsidiary contract for the sale or their Subsidiaries licenses from another Person the use purchase of any Intellectual Property material fixed assets or real estate having a value individually, with respect to the Business (all sales or purchases thereunder, in excess of $100,000, other than agreements for commercially available software that is not incorporated into Contracts in which the Pinnacle software applicable acquisition or disposition has been consummated and redistributed to customers or clients by the Purchased Subsidiary or their Subsidiaries and having a replacement cost and annual license fee as of October 31, 2010 of less than $275,000)there are no material liabilities remaining thereunder; (vii) contract that relates requires the Company to the formation, creation, operation, management or control purchase its total requirements of any joint venture, partnership product or limited liability company;service from a third Person (viii) contract or agreement relating to any acquisition of another Person, any equity interests of another Person or a material portion of the business or assets of another Person by the Company within the last five (5) years, in each case, other than those under which all liabilities, obligations and responsibilities of the Company have (1) expired or been fully discharged or performed or (2) been assigned to another Person that is not the Company; (ix) contract containing earn-out, deferred or contingent payment obligations on the part of the Company; (x) contract or agreement relating to the licensing or use of any third party Intellectual Property (other than non-exclusive licenses for commercially available, unmodified, off-the-shelf software licensed for aggregate fees of less than $10,000); (xi) contract or agreement relating to (a) the licensing of, or use by a third party of, any Intellectual Property owned or controlled by the Company (other than nonexclusive licenses to customers granted in the ordinary course of business), or (b) the development of Intellectual Property for the Company; (xii) Affiliate Agreement; (xiii) contract or agreement (other than confidentiality agreements entered into in the ordinary course of business) which places any material (1) restriction or limitation on the Company from freely engaging in any line of business or otherwise competes with any customer Person, (2) restriction or limitation in any manner the location the Company may operate or otherwise conduct business, (3) prohibition or limitation in any manner the right or ability of the Company to make, sell or distribute any products or services to or purchase any products or services from any Person, or (4) restriction or limitation in any manner the right or ability of the Company to solicit, hire or employ any Person; (xiv) except for nondisclosure agreements entered into in connection with the sale process of the Company, contract restricting or limiting in any manner the right or ability of any Purchased Subsidiary third party to (1) compete with the Company or (2) solicit, hire or employ any employee of its Subsidiaries the Company; (xv) contract or agreement with a Material Supplier; (xvi) contract or agreement with a Material Customer. (xvii) Government Contract; (xviii) contract or agreement that provides for is a settlement, conciliation or similar agreement entered into during the past five (5) years with any Governmental Entity or third party involving the payment or receipt in excess of $50,000, including any contract related to any matter that, if made available to and known by the public, would reasonably be expected to result in public disgrace or disrepute, contempt, scandal, ridicule or substantial harm to the reputation or public standing of the Company; (xix) contract or agreement which the Company has (1) granted “most favored nation” or similar pricing terms, (2) agreed to sell or provide a minimum quantity of goods or services to, or agreed to sell or provide goods or services exclusively to, a certain Person, (3) granted any other right of first refusal, right of first offer, right of first negotiation or similar pricingright, or that could otherwise require the disposition of any assets or line of business of the Company, or (4) granted marketing or distribution rights relating to any products or territory; (ixxx) that is an agreement that confers to any customer of the Purchased Subsidiaries or their Subsidiaries any ownership of any material software (including source code) collective bargaining agreements or other material Intellectual Property owned agreements or developed by contracts with any union or on behalf of the Purchased Subsidiaries or their Subsidiarieslabor organization; (xxxi) that contains a covenant not any employment, consulting, severance or compensation agreements or contracts (or similar arrangements) with employees, independent contractors or consultants which obligate the Company to compete that limits the conduct of the Businesspay more than $100,000 in any one (1) year period; (xixxii) that provides contract for the acquisition employment or disposition severance of any business (whether by mergercurrent or former employee, sale director or other service provider of stock the Company and pursuant to which the Company has, or assets could reasonably be expected to have, any actual or otherwise) contingent Liability or issuance of any Securities at any time since January 1obligation to provide compensation or benefits in consideration for past, 2009present or future services; (xiixxiii) contract which provides the counterparty (other than the Company) with a power of attorney to bind the Company; (xxiv) contract that is imposes any confidentiality, standstill or similar obligation on the Company, except for those entered into in the ordinary course of business or in connection with the sale process of the Company or in connection with acquisitions of assets pursued by the Company in the ordinary course of business; (a) Seller, (bxxv) any Affiliate partnership, joint venture or similar contract or agreement or any contract or agreement relating to ownership of Seller or (c) investment in any employee, officer or director of the Purchased Subsidiaries, any of their Subsidiaries or Sellerother Person; or (xiiixxvi) that is a material amendment or material modification to any contract not otherwise listed on Schedule 3.09(a) entered into outside the ordinary course of the foregoing currently business for consideration in effect. Each such Contract described in clauses “(i)” through “(xiii)” above is described in Schedule 3.08(a) and referred to herein as a “Material Contractexcess of $100,000.” (b) True, correct and complete copies of all Material Contracts, including any amendments, waivers, or modifications thereto, have been made available to Purchaser. A true, correct and complete summary of the material terms of each non-written Material Contract has been made available to Purchaser. (c) Each Material Contract is, and immediately following the Closing will be, is valid, binding binding, enforceable and in full force and effect and enforceable in accordance with its terms with respect to any Purchased Subsidiary or any of their Subsidiaries party thereto andeffect, to Seller’s knowledge, each other party to such Contract, in each case subject to the limitations of except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies. No Purchased Subsidiary or , and neither the Company nor, to the Company’s Knowledge, any of their Subsidiaries isother Person party to any such Material Contract is in, or will beis alleged in writing to be in, immediately following the Closing, nor to Seller’s knowledge is any other party thereto, in breach, violation material breach of or default in any material respect under any such Material Contract. None of the Purchased Subsidiaries or their Subsidiaries The Company has not received or given any written or or, to Sellerthe Company’s knowledgeKnowledge, oral notice of non-renewal or claim termination of any material breach or violation of, or default under, any Material Contract. The Purchased Subsidiaries No event has occurred, and their Subsidiaries have not received no condition exists, that, after notice or given lapse of time or both, would constitute a material violation, breach or event of default on the part of the Company under any writtenMaterial Contract, or to Sellerthe Company’s knowledgeKnowledge, any other party thereto. No party to any Material Contract has exercised any termination rights with respect thereto, and no such party has given any written or, to the Company’s Knowledge, oral notice of an intention any significant dispute with respect to terminate, not renew or challenge the validity or enforceability of, or to request a material refund (other than refunds accounted for in the Financial Statements) under, any Material Contract. (c) The Purchased Subsidiaries have made available to Buyer copies of all Material Contracts.

Contracts and Commitments. (a) Schedule 3.08 sets forth a list of each Contract to which any Purchased Subsidiary or any of its Subsidiaries is a party or by which it is bound: (i) for Sellers have no contracts or commitments with respect to either purchases or sales by the purchase Sellers involving a consideration in excess of materials, supplies, goods, services, equipment $5,000 individually or other assets ($10,000 in the aggregate which is not cancelable by the Sellers without penalty upon 30 days notice other than purchase orders or Contracts for services contracts made in the ordinary course of business) which (A) has resulted . No purchase commitments by the Sellers are in payments during excess of the period from January 1normal, 2010 ordinary and usual requirements of their business or, to October 31the best of their knowledge, 2010 at any price unreasonably high or (B) pursuant known to its terms, requires payments or believed to be made during the twelve months immediately following October 31, 2010, in each case, of at least $275,000 by the Purchased Subsidiaries and/or their Subsidiaries or, with respect to the Indian Company, of at least $100,000;excessive. (ii) for Schedule 2(e)(ii) identifies all employees, consultants and others who have received remuneration from the Sellers in connection with services rendered within the year prior to the execution of this Agreement; including such individuals date of hire, rate of remuneration, title and responsibility. Sellers have made no payments or commissions or provided any benefits to others in connection with any sales or proposed sales by the Sellers, except to employees of the Sellers or sales representatives regularly engaged by the Sellers to promote the sale of their products and services. To the best knowledge of the Sellers and Stockholder, none of such employees or sales representatives are employed or engaged as a consultant, advisor, purchasing representative, employee, officer, director or otherwise, whether paid or unpaid, by any Purchased Subsidiary customer or proposed customer or by any government or governmental agency or body of its Subsidiaries of materialsany kind and description or by any other person, suppliesfirm or corporation or hold political office or position (whether or not paid) with any government or governmental agency or body or receive remuneration for services rendered from any person, goods, services, equipment firm or corporation other assets that (A) has generated billed revenue during the period from January 1, 2010 to October 31, 2010 or (B) pursuant to its terms, requires the counterparty to such Contract to make payments of billed revenue during the twelve month period immediately following October 31, 2010, in each case, of at least $275,000 to such Purchased Subsidiary or its Subsidiaries or, with respect to the Indian Company, at least $100,000;than Sellers. (iii) that is Except as disclosed on Schedule 2(e)(ii), there are no contracts, agreements or commitments or business arrangements with or to, and there have not been any sales to, purchases from or other business arrangements with, any current or former principal stockholders, directors or officers of the Sellers (or any spouse or relative of any of the foregoing) and neither Sellers nor Stockholder have any interest in any party with which the Sellers do business. (iv) Schedule 2(e)(iv) identifies all unexpired material contracts to which Sellers are bound. Except as set forth in Schedule 2(e)(iv), Sellers are not a noteparty to any agreement, debenturecontract or commitment (A) granting any person any preferential rights to purchase any of its assets or properties; (B) which continues over a period (including any periods covered by an option to renew by any party) of more than one year from its date; (C) with any distributor, bonddealer, equipment trustsales agency or manufacturer's representative or with any sales, letter advertising or public relations agency; (D) for capital improvements or expenditures or the construction of fixed assets; (E) relating to the borrowing of money or to a line of credit, including, without limitation, any indenture, mortgage, note, loan or credit agreement, or any other Contract representing Indebtedness for Borrowed Money contract or lending obligation or to the direct or indirect guaranty or assumption by the Sellers of money obligations of others, including any arrangements which have the economic effect although not the legal form of a guaranty; (other than F) with respect to employees for travel expenses security interests, liens, pledges, charges, encumbrances, options, rights of first refusal, mortgages, indentures or security agreements; (G) not made in the ordinary course of business; or (H) or between and among the Purchased Subsidiaries or their Subsidiariespursuant to which its right to compete with any corporation, or otherwise is an agreement or arrangement for a line of credit or guaranteebusiness trust, pledge or undertaking of the Indebtedness of any other Person (other than a Purchased Subsidiary or its Subsidiaries); (iv) that is a collective bargaining or similar labor agreement; (v) that is an agreement by which the use of any Intellectual Property material to the Business is licensed to any Person (other than licenses granted by the Purchased Subsidiaries or their Subsidiaries to any customer of the Purchased Subsidiaries and their Subsidiaries in the ordinary course of business); (vi) that is an agreement by which any Purchased Subsidiary or their Subsidiaries licenses from another Person the use of any Intellectual Property material to the Business (other than agreements for commercially available software that is not incorporated into the Pinnacle software and redistributed to customers or clients by the Purchased Subsidiary or their Subsidiaries and having a replacement cost and annual license fee as of October 31firm, 2010 of less than $275,000); (vii) that relates to the formationindividual, creationpartnership, operation, management or control of any joint venture, partnership entity or limited liability company; (viii) that is with any customer of any Purchased Subsidiary or any of its Subsidiaries that provides for any “most favored nation” pricing or any other similar pricing; (ix) that is an agreement that confers to any customer of the Purchased Subsidiaries or their Subsidiaries any ownership of any material software (including source code) or other material Intellectual Property owned or developed by or on behalf of the Purchased Subsidiaries or their Subsidiaries; (x) that contains a covenant not to compete that limits organization, in the conduct of the Business; (xi) that provides its business, is restrained or restricted for the acquisition any reason or disposition of in any business (whether by mergerway; except, sale of stock or assets or otherwise) or issuance of any Securities at any time since January 1, 2009; (xii) that is entered into with (a) Seller, (b) any Affiliate of Seller or (c) any employee, officer or director of the Purchased Subsidiaries, any of their Subsidiaries or Seller; or (xiii) that is a material amendment or material modification to any of the foregoing currently in effect. Each such Contract described in clauses “(i)” through “(xiii)” above is described in Schedule 3.08(a) and referred to herein as a “Material Contract.” (b) Each Material Contract is, and immediately following the Closing will be, valid, binding and in full force and effect and enforceable in accordance with its terms with respect to any Purchased Subsidiary clauses (B), (D) and (G), agreements, contracts or any of their Subsidiaries party thereto and, commitments obligating Sellers to Seller’s knowledge, each other party to such Contract, in each case subject to the limitations of bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies. No Purchased Subsidiary pay more than $5,000 individually or any of their Subsidiaries is, or will be, immediately following the Closing, nor to Seller’s knowledge is any other party thereto, in breach, violation or default in any material respect under any such Material Contract. None of the Purchased Subsidiaries or their Subsidiaries has received or given any written or to Seller’s knowledge, oral notice or claim of any material breach or violation of, or default under, any Material Contract. The Purchased Subsidiaries and their Subsidiaries have not received or given any written, or to Seller’s knowledge, oral notice of an intention to terminate, not renew or challenge the validity or enforceability of, or to request a material refund (other than refunds accounted for $10,000 in the Financial Statements) under, any Material Contractaggregate. (c) The Purchased Subsidiaries have made available to Buyer copies of all Material Contracts.

Contracts and Commitments. (a) Schedule 3.08 sets Except as set forth a list on Section 3.10 of each Contract to which any Purchased Subsidiary or any of its Subsidiaries the Altamira Disclosure Schedules, Altamira is not a party to or bound by which it is boundany: (i) for the purchase of materials, supplies, goods, services, equipment collective bargaining agreement or other assets (other than purchase orders or Contracts for services in the ordinary course of business) which (A) has resulted in payments during the period from January 1, 2010 to October 31, 2010 or (B) pursuant to its terms, requires payments to be made during the twelve months immediately following October 31, 2010, in each case, of at least $275,000 by the Purchased Subsidiaries and/or their Subsidiaries or, Contract with respect to the Indian Company, of at least $100,000any labor union; (ii) for the sale by any Purchased Subsidiary bonus, pension, profit sharing, retirement or other form of deferred compensation plan (or any of its Subsidiaries of materials, supplies, goods, services, equipment or other assets that (A) has generated billed revenue during the period from January 1, 2010 to October 31, 2010 or (B) Deferred Compensation Obligations whether pursuant to its terms, requires the counterparty such a plan or otherwise) not disclosed pursuant to such Contract to make payments of billed revenue during the twelve month period immediately following October 31, 2010, in each case, of at least $275,000 to such Purchased Subsidiary or its Subsidiaries or, with respect to the Indian Company, at least $100,000Section 3.15; (iii) that is a notestock purchase, debenture, bond, equipment trust, letter of credit, loan stock option or other Contract representing Indebtedness for Borrowed Money or lending of money (other than to employees for travel expenses in the ordinary course of business) or between and among the Purchased Subsidiaries or their Subsidiaries, or otherwise is an agreement or arrangement for a line of credit or guarantee, pledge or undertaking of the Indebtedness of any other Person (other than a Purchased Subsidiary or its Subsidiaries)similar plan; (iv) that is Contract for the employment of any officer, individual employee or other Person on a collective bargaining full-time, part-time or similar labor agreementconsulting basis; (v) that is an agreement by which agreement, indenture, mortgage, deed of trust or other instrument relating to the use deferred purchase of property or services from, the borrowing of money from, or the issuance of any Intellectual Property material note, bond, debenture or other evidence of indebtedness to, any Person or Persons or to the Business is licensed to mortgaging, pledging or, otherwise placing a Security Interest on any of its properties or assets; (vi) Contract under which (A) any Person has directly or indirectly guaranteed indebtedness, liabilities or obligations of Altamira or (B) Altamira has directly or indirectly guaranteed indebtedness, liabilities or obligations of any Person (in each case other than licenses granted by endorsements for the Purchased Subsidiaries or their Subsidiaries to any customer purpose of the Purchased Subsidiaries and their Subsidiaries collection in the ordinary course of business); (vi) that is an agreement by which any Purchased Subsidiary or their Subsidiaries licenses from another Person the use of any Intellectual Property material to the Business (other than agreements for commercially available software that is not incorporated into the Pinnacle software and redistributed to customers or clients by the Purchased Subsidiary or their Subsidiaries and having a replacement cost and annual license fee as of October 31, 2010 of less than $275,000); (vii) that relates to lease or agreement under which it is lessee or sublessee of, or holds or operates any machinery, equipment, vehicle or other personal property owned by any other Person, for which the formation, creation, operation, management or control of any joint venture, partnership or limited liability companyannual rental exceeds $2,500; (viii) that lease or agreement under which it is with any customer lessor or sublessor of any Purchased Subsidiary or any of its Subsidiaries that provides for any “most favored nation” pricing or permits any other similar pricingPerson to hold or operate any property or asset, real or personal, for which the annual rentals for all such leases and agreement exceed in the aggregate $5,000; (ix) that is an agreement that confers to any customer Contract or group of Contracts and purchase orders with the Purchased Subsidiaries same Person and its Affiliates for the purchase of products or their Subsidiaries any ownership services from them, under which the undelivered balance of any material software (including source code) or other material Intellectual Property owned or developed by or on behalf such products and services has a purchase price in excess of $10,000 in the Purchased Subsidiaries or their Subsidiariesaggregate; (x) that contains Contract or group of Contracts and customer or sale orders with the same Person and its Affiliates for the sale of products or services to them, under which the undelivered balance of such products or services has a covenant not to compete that limits sales price in excess of $10,000 in the conduct of the Businessaggregate; (xi) that provides for noncompete or similar Contract which prohibits Altamira from freely engaging in business anywhere in the acquisition world or disposition restricts the development, manufacture, marketing or distribution of any business (whether product or service by merger, sale of stock or assets or otherwise) or issuance of any Securities at any time since January 1, 2009A ltamira; (xii) that Contract under which it has, directly or indirectly, made or committed to make any advance, loan, extension of credit or capital contribution to, or other investment in, any Person, except for advances to employees in the ordinary course of business and not in excess of an aggregate of $1,000 for all employees; (xiii) agreement or instrument providing for indemnification of any Person with respect to liabilities relating to any current or former business of Altamira or any predecessor Person of such company; (xiv) license, option or other agreement relating in whole or in part to the Intellectual Property of Altamira (including any license or other agreement under which Altamira is entered into with licensee or licensor of any such Intellectual Property) or to trade secrets, confidential information or proprietary rights and processes of Altamira or any other Person; (a) Seller, (bxv) any Affiliate of Seller partnership, joint venture or (c) any employee, officer or director of the Purchased Subsidiaries, any of their Subsidiaries or Sellerother similar Contract; or (xiiixvi) that other Contract, which (A) has a future aggregate liability in excess of $5,000 or (B) is a material amendment or material modification to any not made in the ordinary course of business of Altamira. All Contracts listed on Section 3.10 of the foregoing currently in effect. Each such Contract described in clauses “Altamira Disclosure Schedules (i)” through “(xiii)” above is described in Schedule 3.08(athe "Listed Contracts") and referred are, to herein as a “Material Contract.” (b) Each Material Contract is, and immediately following the Closing will bebest of the Sellers' Knowledge, valid, binding and in full force and effect and are enforceable by Altamira in accordance with its their respective terms with respect and Altamira has performed all obligations to any Purchased Subsidiary or any of their Subsidiaries party thereto and, be performed by it to Seller’s knowledge, each other party to such Contract, in each case subject to date under the limitations of bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies. No Purchased Subsidiary or any of their Subsidiaries isListed Contracts. (b) Buyer either has been supplied with, or will behas been given access to, immediately following the Closinga true and correct copy of all Listed Contracts, nor to Seller’s knowledge is any together with all amendments, waivers or other party changes thereto, in breach, violation or default in any material respect under any such Material Contract. None of the Purchased Subsidiaries or their Subsidiaries has received or given any written or to Seller’s knowledge, oral notice or claim of any material breach or violation of, or default under, any Material Contract. The Purchased Subsidiaries and their Subsidiaries have not received or given any written, or to Seller’s knowledge, oral notice of an intention to terminate, not renew or challenge the validity or enforceability of, or to request a material refund (other than refunds accounted for in the Financial Statements) under, any Material Contract. (c) The Purchased Subsidiaries have made available Altamira is not in breach or default (with or without the lapse of time or the giving of notice or both) in any respect under any Listed Contract, and, to Buyer copies of all Material ContractsSellers' Knowledge, neither is any other party to any such document.

Contracts and Commitments. (a) Schedule 3.08 sets As of the date of this Agreement, other than as set forth a list in Section 3.13(a) of each Contract to which any Purchased Subsidiary or the Company Disclosure Letter, neither the Company, any of its Subsidiaries nor any of their respective assets or properties is a party to or bound by which it is boundany: (i) for the purchase of materials, supplies, goods, services, equipment or other assets (other than purchase orders or Contracts for services in the ordinary course of business) which Contract (A) has resulted in payments during relating to the period from January 1, 2010 to October 31, 2010 disposition or (B) pursuant to its terms, requires payments to be made during the twelve months immediately following October 31, 2010, in each case, of at least $275,000 acquisition by the Purchased Subsidiaries and/or their Subsidiaries or, with respect to the Indian Company, of at least $100,000; (ii) for the sale by any Purchased Subsidiary Company or any of its Subsidiaries of materials, supplies, goods, services, equipment or other any assets that (A) has generated billed revenue during the period from January 1, 2010 to October 31, 2010 or (B) pursuant to its terms, requires the counterparty to such Contract to make payments of billed revenue during the twelve month period immediately following October 31, 2010, in each case, of at least $275,000 to such Purchased Subsidiary or its Subsidiaries or, with respect to the Indian Company, at least $100,000; (iii) that is a note, debenture, bond, equipment trust, letter of credit, loan or other Contract representing Indebtedness for Borrowed Money or lending of money (other than to employees for travel expenses in the ordinary course acquisitions or dispositions of business) or between and among the Purchased Subsidiaries or their Subsidiaries, or otherwise is an agreement or arrangement for a line of credit or guarantee, pledge or undertaking of the Indebtedness of any other Person (other than a Purchased Subsidiary or its Subsidiaries); (iv) that is a collective bargaining or similar labor agreement; (v) that is an agreement by which the use of any Intellectual Property material to the Business is licensed to any Person (other than licenses granted by the Purchased Subsidiaries or their Subsidiaries to any customer of the Purchased Subsidiaries and their Subsidiaries assets in the ordinary course of business), business (whether by merger, sale of stock, sale of assets or otherwise) or real property prior to the date of this Agreement with any outstanding material obligations (including sale of inventory, indemnification, “earn-out” or other contingent obligations or payments) or a purchase price or sale price, in each case in excess of $2,000,000 or (B) pursuant to which the Company or any of its Subsidiaries will acquire any ownership interest in any other person or other business enterprise other than the Company’s Subsidiaries; (ii) employment, individual consulting, severance, retention or similar contract with any officer, director, Employee or Independent Contractor that provides for annual base compensation of at least $300,000, other than Contracts terminable by the Company for any reason upon less than ninety (90) days’ notice without incurring any liability; (iii) collective bargaining agreement or other Contract with any labor union, labor or trade organization, works council or other employee representative body (other than any statutorily mandated agreement in non-U.S. jurisdictions); (iv) Contract containing provisions (A) prohibiting, restricting or limiting the right of the Company or any of its Subsidiaries to compete or to engage in any line or type of business or to conduct business with any Person or in any geographical area, (B) obligating the Company or any of its Subsidiaries to purchase or otherwise obtain any product or service exclusively from a single party, to conduct any business on a “most favored nations” basis with any third Person or to sell any product or service exclusively to a single party or conduct any business on an exclusive basis with any third Person, or (C) under which any Person has been granted the right to manufacture, sell, market or distribute any product of the Company or any of its Subsidiaries on an exclusive basis to any Person or group of Persons or in any geographical area; (v) Contract in respect of any Indebtedness in excess of $2,000,000, other than (A) accounts receivables and payables in the ordinary course of business, (B) loans to direct or indirect wholly owned Subsidiaries or other loans between or among the Company and its direct or indirect wholly owned Subsidiaries or between or among the Company’s Subsidiaries and (C) cash-pooling arrangements entered into between or among the Company and its Subsidiaries; (vi) Contract containing a right of first refusal, right of first negotiation, right of first offer, put, call, redemption, repurchase or similar right with respect to any Equity Interests, properties or assets that is an agreement by which any Purchased Subsidiary have a fair market value or their Subsidiaries licenses from another Person the use purchase price of any Intellectual Property material to the Business (more than $2,000,000 in favor of a party other than agreements for commercially available software that is not incorporated into the Pinnacle software and redistributed to customers Company or clients by the Purchased Subsidiary or their Subsidiaries and having a replacement cost and annual license fee as of October 31, 2010 of less than $275,000)its Subsidiaries; (vii) [Reserved]; (viii) Contract under which the Company or any of its Subsidiaries makes annual expenditures or receive annual revenues in excess of $3,000,000 during the current fiscal year; (ix) Contract with third-party manufacturers or suppliers for the manufacture or supply of materials or products in the supply chain for Products that involve payments in excess of $3,000,000 during the current fiscal year or the fiscal year ended December 31, 2022; (x) Contract that relates to the formation, creation, operation, governance, management or control of any joint venture, partnership or limited liability companyjoint venture with any third party that is material to the business of the Company and its Subsidiaries, taken as a whole; (viiixi) [Reserved]; (xii) settlement or similar agreement pursuant to which (A) the Company or any Subsidiary of the Company will be required to pay after the date of this Agreement any monetary amount in excess of $300,000 or (B) that is with contains non-monetary obligations or limitations on the conduct of the Company or any customer Subsidiary of the Company (other than ordinary course confidentiality obligations); (xiii) any Purchased Subsidiary indemnification between the Company or any of its Subsidiaries that provides for Subsidiaries, on the one hand, and any “most favored nation” pricing officer, director or employee of the Company or any of its Subsidiaries, on the other similar pricinghand; (ixxiv) that is an agreement that confers to Lease; or (xv) Contract with any customer of the Purchased Subsidiaries or their Subsidiaries any ownership top ten (10) vendors of any material software (including source code) or other material Intellectual Property owned or developed the Company, calculated based on amounts spent by or on behalf of the Purchased Subsidiaries or their Subsidiaries; Company during each of (xi) that contains a covenant not to compete that limits the conduct of current fiscal year and (ii) the Business; fiscal year ended December 31, 2022 (xi) that provides for the acquisition or disposition of any business (whether by merger, sale of stock or assets or otherwise) or issuance of any Securities at any time since January 1, 2009; (xii) that is entered into with (a) Seller, (b) any Affiliate of Seller or (c) any employee, officer or director of the Purchased Subsidiaries, any of their Subsidiaries or Seller; or (xiii) that is a material amendment or material modification to any of the foregoing currently in effect“Company Top Vendors”). Each such Contract described set forth in sub-clauses “(i)” Section 3.13(a)(i) through “(xiii)” above is described in Schedule 3.08(aSection 3.13(a)(xv) of this Section 3.13(a) and any IP Contract is referred to herein as a “Company Material Contract.” (b) Each Except as set forth in Section 3.13(b) of the Company Disclosure Letter, true, correct and complete copies of all written Company Material Contracts have been made available to Parent. (c) Except for such breaches and defaults as would not have a Company Material Adverse Effect (i) neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any other party, is in violation or breach of or default under the terms of any Company Material Contract, and no event has occurred that, with the lapse of time or the giving of notice or both, would constitute a default thereunder and (ii) each Company Material Contract is, and immediately following the Closing will be, valid, binding and is in full force and effect and is a legal, valid and binding agreement of, and enforceable in accordance with against, the Company or any of its terms Subsidiaries, and, to the Knowledge of the Company, each other party thereto, except to the extent such enforceability is subject to the Enforceability Exceptions. There are no disputes pending or, to the Company’s Knowledge, threatened with respect to any Purchased of the Company Material Contracts and the Company or its applicable Subsidiary or any of their Subsidiaries party thereto and, to Seller’s knowledge, each has not received any written notice of the intention of any other party to any Company Material Contract to (x) materially amend or modify the terms or conditions of any Company Material Contract or (y) to terminate any Company Material Contract, nor to the Company’s Knowledge is any such Contractparty threatening to do so, in each case subject to except as would not have a Company Material Adverse Effect. Since December 31, 2022, neither the limitations of bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies. No Purchased Subsidiary or Company nor any of their Subsidiaries is, or will be, immediately following the Closing, nor to Seller’s knowledge is any other party thereto, in breach, violation or default in any material respect under any such Material Contract. None of the Purchased Subsidiaries or their its Subsidiaries has received written notice alleging a breach of or given default under any Company Material Contract. (d) The Company has not received any written or to Seller’s knowledge, oral notice or claim of from any material breach or violation of, or default under, any Material Contract. The Purchased Subsidiaries and their Subsidiaries have not received or given any written, or to Seller’s knowledge, oral notice of an Company Top Vendor (i) communicating its intention to materially amend, modify, terminate, not renew or challenge reduce its business relationship with the validity or enforceability ofCompany, or (ii) to request a the effect that it will fail to perform, or is reasonably likely to fail to perform, its material refund (other than refunds accounted for in obligations to the Financial Statements) underCompany. There are no pending or, to the Knowledge of the Company, threatened material disputes with any Material ContractCompany Top Vendor. (c) The Purchased Subsidiaries have made available to Buyer copies of all Material Contracts.

Contracts and Commitments. Except as set forth or described in SCHEDULES 3.12, 3.13 or 3.18: (a) Schedule 3.08 sets forth a list of each Contract to which any Purchased Subsidiary or Neither CTI nor any of its Subsidiaries is a party to any agreement or by contract, the absence of which it is bound: (i) for the purchase of materials, supplies, goods, services, equipment or other assets (other than purchase orders or Contracts for services in the ordinary course of business) which (A) has resulted in payments during the period from January 1, 2010 to October 31, 2010 or (B) pursuant to its terms, requires payments to be made during the twelve months immediately following October 31, 2010, in each case, of at least $275,000 by the Purchased Subsidiaries and/or their Subsidiaries or, with respect to the Indian Company, of at least $100,000would have a Material Adverse Effect on CTI; (iib) for the sale by any Purchased Subsidiary No contracts or commitments of CTI or any of its Subsidiaries have unexpired terms of materials, supplies, goods, services, equipment more than twelve (12) months from the date hereof or other assets that require payments or the provision of services having a value individually in excess of $1,000,000 (A) has generated billed revenue during the period from January 1, 2010 to October 31, 2010 or (B) pursuant to its terms, requires the counterparty to such Contract to make payments of billed revenue during the twelve month period immediately following October 31, 2010, in each case, of at least $275,000 to such Purchased Subsidiary or its Subsidiaries or, with respect as to any series of related contracts or commitments, $1,000,000 in the Indian Company, at least $100,000aggregate); (iiic) Neither CTI not any of its Subsidiaries have any contract, written or oral, relating to the employment of any person by CTI or any Subsidiary thereof, or any consulting or similar kind of contract, that is not cancelable by CTI as a noteSubsidiary thereof, debentureon notice of not longer than one hundred twenty (120) days and without liability of any kind, bond, equipment trust, letter except liabilities which arise as a matter of credit, loan or other Contract representing Indebtedness for Borrowed Money or lending law upon termination of money (other than to employees for travel expenses in the ordinary course of business) or between and among the Purchased Subsidiaries or their Subsidiariesemployment, or otherwise is an any agreement or arrangement providing for a line the payment of credit any bonus or guaranteecommission based on sales or earnings; (d) Except for negotiable instruments in the process of collection, pledge neither CTI nor any of its Subsidiaries has any unexpired power of attorney outstanding or undertaking any contract, commitment or liability (whether absolute, accrued, contingent or otherwise), as guarantor, surety, co-signer, endorser, co-maker, indemnitor in respect of the Indebtedness contract or commitment of any other Person person, corporation, partnership, joint venture, association, organization or other entity (other than a Purchased Subsidiary or its Subsidiaries)of CTI) with respect to an amount exceeding $2,000,000; (ive) that is There are no contracts or agreements with any director, officer or shareholder of CTI or a collective bargaining Subsidiary thereof, or similar labor agreementwith any person related to any such person or with any company or other organization in which any director, officer, or shareholder of CTI or a Subsidiary thereof, or anyone related to any such person, has a material direct or indirect financial interest; (vf) that Neither CTI nor any of its Subsidiaries is an agreement by which the use of any Intellectual Property material to the Business is licensed subject to any Person (other than licenses granted by contract or agreement containing covenants limiting the Purchased Subsidiaries or their Subsidiaries to any customer freedom of the Purchased Subsidiaries and their Subsidiaries in the ordinary course of business); (vi) that is an agreement by which any Purchased Subsidiary or their Subsidiaries licenses from another Person the use of any Intellectual Property material to the Business (other than agreements for commercially available software that is not incorporated into the Pinnacle software and redistributed to customers or clients by the Purchased Subsidiary or their Subsidiaries and having a replacement cost and annual license fee as of October 31, 2010 of less than $275,000); (vii) that relates to the formation, creation, operation, management or control of any joint venture, partnership or limited liability company; (viii) that is with any customer of any Purchased Subsidiary CTI or any of its Subsidiaries that provides for to compete in any “most favored nation” pricing line of business in any geographic area or requiring CTI or any other similar pricingof its Subsidiaries to share any profits; (ixg) that Neither CTI nor any of its Subsidiaries has any outstanding contract or agreement for variable cost service (excluding point-to-point service obtained pursuant to a lease or IRU arrangement) which is an agreement that confers to any customer of a "take-or-pay" or similar variety and which requires payments or the provision of services having a value in excess of $50,000 per year or $1,000,000 over the term of the Purchased Subsidiaries contract or their Subsidiaries any ownership of any material software (including source code) or other material Intellectual Property owned or developed by or on behalf of the Purchased Subsidiaries or their Subsidiaries;agreement; and (xh) that contains a covenant not to compete that limits the conduct of the Business; (xi) that provides for the acquisition or disposition of any business (whether by merger, sale of stock or assets or otherwise) or issuance of any Securities at any time since January 1, 2009; (xii) that is entered into with (a) Seller, (b) any Affiliate of Seller or (c) any employee, officer or director of the Purchased Subsidiaries, any of their Subsidiaries or Seller; or (xiii) that is a material amendment or material modification to any of the foregoing currently in effect. Each such Contract described in clauses “(i)” through “(xiii)” above is described in Schedule 3.08(a) and referred to herein as a “Material Contract.” (b) Each Material Contract is, and immediately following the Closing will be, valid, binding and in full force and effect and enforceable in accordance with its terms with respect to any Purchased Subsidiary or any of their Subsidiaries party thereto and, to Seller’s knowledge, each other party to such Contract, in each case subject to the limitations of bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies. No Purchased Subsidiary or any of their Subsidiaries is, or will be, immediately following the Closing, nor to Seller’s knowledge is any other party thereto, in breach, violation or default in any material respect under any such Material Contract. None of the Purchased Subsidiaries or their Subsidiaries CTI has received or given any written or to Seller’s knowledge, oral notice or claim of any material breach or violation of, or default under, any Material Contract. The Purchased Subsidiaries and their Subsidiaries have not received or given any written, or to Seller’s knowledge, oral notice of an intention to terminate, not renew or challenge the validity or enforceability of, or to request a material refund (other than refunds accounted for in the Financial Statements) under, any Material Contract. (c) The Purchased Subsidiaries have made available to Buyer WAXS true, correct and complete copies of all each of the agreements listed on SCHEDULE 3.18 (such agreements, together with any agreements set forth or described in or required to be set forth or described in any of SCHEDULES 3.12 or 3.13 being referred to as the "Material Contracts.");

Contracts and Commitments. (a) Schedule 3.08 sets forth 3.12(a) lists all Material Contracts (as hereinafter defined) as of the date hereof. For purposes of this Agreement, “Material Contracts” shall mean, (i) all Contracts, involving any payments in an amount in excess of $1,000,000 within a list of each Contract to which any Purchased Subsidiary twelve (12) month period; (ii) all acquisition, disposition, merger, asset or stock purchase or sale Contracts entered into by the Company or any of its Subsidiaries is within six (6) years prior to the date hereof providing for continuing obligations or Liabilities of the Company or any of its Subsidiaries; (iii) all Contracts which provide for, or relate to, the incurrence by the Company or any Subsidiary of Indebtedness for borrowed money in an aggregate amount greater than $2,000,000; (iv) all guaranties of indebtedness of persons other than the Company or any Subsidiary extended by the Company or any of its Subsidiaries; (v) all Contracts that limit or purport to limit the Company or any of its Subsidiaries from engaging in any line of business or in a party business in a geographic area or during any period of time; (vi) any material license or other material Contract in respect of any Intellectual Property; (vii) all material joint venture, partnership or similar arrangements or agreements involving a sharing of profits, losses, costs or Liabilities by the Company or any of its Subsidiaries with any other person; (viii) all collective bargaining Contracts and plant closing Contracts with any labor union, trade union or other employee representative, body or organization of a group of employees of the Company or any of its Subsidiaries under which it is bound: there are open or continuing obligations of the Company or its Subsidiaries; (iix) all Contracts with any of the Significant Customers and Suppliers (excluding purchase orders); (x) any written Contract providing for the purchase indemnification by the Company or any of materialsits Subsidiaries of any Person for any Liability, supplies, goods, services, equipment or other assets (other than purchase orders or Contracts for services in the ordinary course of business) which (A) has resulted in payments during the period from January 1, 2010 to October 31, 2010 or (B) pursuant to its terms, requires payments to be made during the twelve months immediately following October 31, 2010, in each case, of at least $275,000 by the Purchased Subsidiaries and/or their Subsidiaries or, with respect to the Indian Company, of at least $100,000; (ii) for the sale by any Purchased Subsidiary or any of its Subsidiaries of materials, supplies, goods, services, equipment or other assets that (A) has generated billed revenue during the period from January 1, 2010 to October 31, 2010 or (B) pursuant to its terms, requires the counterparty to such Contract to make payments of billed revenue during the twelve month period immediately following October 31, 2010, in each case, of at least $275,000 to such Purchased Subsidiary or its Subsidiaries or, with respect to the Indian Company, at least $100,000; (iii) that is a note, debenture, bond, equipment trust, letter of credit, loan or other Contract representing Indebtedness for Borrowed Money or lending of money (other than to employees for travel expenses in the ordinary course of business) or between ; and among the Purchased Subsidiaries or their Subsidiaries, or otherwise is an agreement or arrangement for a line of credit or guarantee, pledge or undertaking of the Indebtedness of any other Person (other than a Purchased Subsidiary or its Subsidiaries); (iv) that is a collective bargaining or similar labor agreement; (v) that is an agreement by which the use of any Intellectual Property material to the Business is licensed to any Person (other than licenses granted by the Purchased Subsidiaries or their Subsidiaries to any customer of the Purchased Subsidiaries and their Subsidiaries in the ordinary course of business); (vi) that is an agreement by which any Purchased Subsidiary or their Subsidiaries licenses from another Person the use of any Intellectual Property material to the Business (other than agreements for commercially available software that is not incorporated into the Pinnacle software and redistributed to customers or clients by the Purchased Subsidiary or their Subsidiaries and having a replacement cost and annual license fee as of October 31, 2010 of less than $275,000); (vii) that relates to the formation, creation, operation, management or control of any joint venture, partnership or limited liability company; (viii) that is with any customer of any Purchased Subsidiary or any of its Subsidiaries that provides for any “most favored nation” pricing or any other similar pricing; (ix) that is an agreement that confers to any customer of the Purchased Subsidiaries or their Subsidiaries any ownership of any material software (including source code) or other material Intellectual Property owned or developed by or on behalf of the Purchased Subsidiaries or their Subsidiaries; (x) that contains a covenant not to compete that limits the conduct of the Business; (xi) that provides for all other “material contracts” within the acquisition or disposition meaning set forth in Item 601(b)(10) of any business (whether by merger, sale of stock or assets or otherwise) or issuance of any Securities at any time since January 1, 2009; (xii) that is entered into with (a) Seller, (b) any Affiliate of Seller or (c) any employee, officer or director of Regulation S-K promulgated under the Purchased Subsidiaries, any of their Subsidiaries or Seller; or (xiii) that is a material amendment or material modification to any of the foregoing currently in effect. Each such Contract described in clauses “(i)” through “(xiii)” above is described in Schedule 3.08(a) and referred to herein as a “Material ContractExchange Act.” (b) Each Material Contract is, and immediately following the Closing will be, valid, binding and in full force and effect and enforceable in accordance with its terms with respect to any Purchased Subsidiary or any of their Subsidiaries party thereto and, to Seller’s knowledge, each other party to such Contract, in each case subject to the limitations of bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies. No Purchased Subsidiary or any of their Subsidiaries is, or will be, immediately following the Closing, nor to Seller’s knowledge is any other party thereto, in breach, violation or default in any material respect under any such Material Contract. None of the Purchased Subsidiaries or their Subsidiaries has received or given any written or to Seller’s knowledge, oral notice or claim of any material breach or violation of, or default under, any Material Contract. The Purchased Subsidiaries and their Subsidiaries have not received or given any written, or to Seller’s knowledge, oral notice of an intention to terminate, not renew or challenge the validity or enforceability of, or to request a material refund (other than refunds accounted for in the Financial Statements) under, any Material Contract. (c) The Purchased Subsidiaries have made available to Buyer copies of all Material Contracts.

Contracts and Commitments. (a) Excluding this Agreement, Schedule 3.08 3.14(a) sets forth a list of each Contract all of the following Contracts to which any Purchased Subsidiary or any of its Subsidiaries a Cobalt Company is a party or by which it is bound:otherwise bound (collectively, “Material Contracts”): (i1) Contracts for the purchase employment of materialsany officer, suppliesindividual employee, goods, services, equipment or other assets (Person or entity on a full-time, part-time, consulting or other basis, other than purchase orders on an at-will basis with no severance or notice requirements, any Contracts providing severance or other termination benefits for services any such Person, or any Contract relating to loans to or from executive officers, directors or Affiliates other than immaterial advances to such Persons made by a Cobalt Company in the ordinary course of business; (2) which Contracts requiring payment, or being reasonably likely to result in payment, by any party to the Contract of more than $150,000 annually or with a term of more than three years, other than (Afor purposes of this subclause (2)) has resulted in payments during any such Contract for the period sale of inventory by a Cobalt Company to a dealer or distributor or for the purchase of inventory by a Cobalt Company from January 1, 2010 to October 31, 2010 or (B) pursuant to its terms, requires payments to be made during the twelve months immediately following October 31, 2010a supplier, in each case, in the ordinary course of at least $275,000 by business (provided that, notwithstanding the Purchased Subsidiaries and/or their Subsidiaries orforegoing, any such Contract with respect to the Indian Company, of at least $100,000a supplier shall nonetheless be deemed a Material Contract); (ii3) for the sale by any Purchased Subsidiary or any of its Subsidiaries of materials, supplies, goods, services, equipment or other assets that Contracts relating to (A) has generated billed revenue during Indebtedness of the period from January 1, 2010 to October 31, 2010 Cobalt Companies (including the borrowing of money) or (B) pursuant to its termsthe mortgaging, requires the counterparty to such Contract to make payments pledging, or otherwise placing a Lien on any asset or group of billed revenue during the twelve month period immediately following October 31, 2010, in each case, assets of at least $275,000 to such Purchased Subsidiary or its Subsidiaries or, with respect to the Indian any Cobalt Company, at least $100,000other than Permitted Liens; (iii4) that is a note, debenture, bond, equipment trust, letter Contracts relating to the lending or investing of credit, loan or other Contract representing Indebtedness for Borrowed Money or lending of money (funds other than immaterial advances to directors, managers, or employees for travel expenses made by a Cobalt Company in the ordinary course of business) or between and among the Purchased Subsidiaries or their Subsidiaries, or otherwise is an agreement or arrangement for a line of credit or guarantee, pledge or undertaking of the Indebtedness of any other Person (other than a Purchased Subsidiary or its Subsidiaries); (iv5) Leases or other Contracts under which it is lessee of or holds or operates any property, real or personal, owned by any other party; (6) Leases or other Contracts under which it is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by it; (7) Contracts involving Intellectual Property Rights that are material to any Cobalt Company (including, for clarity, Contracts that include an assignment, license, indemnification or agreement with respect to any such Intellectual Property Rights), excluding (A) non-disclosure agreements entered into the ordinary course of business that provided only limited rights to use and evaluate the confidential information disclosed thereunder; (B) Contracts for a non-exclusive license to commercially available off-the-shelf software or firmware (including software provided as a service) licensed under standard terms and not exceeding $25,000 in cost in the aggregate; (C) non-exclusive licenses to 20 vendors and service providers terminable at will by the Cobalt Company; and (D) contracts with employees covering Intellectual Property Rights created within the scope of their employment; (8) Contracts containing any covenant that in any way purports to restrict the right or freedom of any Cobalt Company to (A) engage in any business activity, (B) engage in any line of business or compete with any Person, (C) conduct any activity in any geographic area or (D) solicit any Person to enter into a business or employment relationship, or enter into such a relationship with any Person; (9) Contracts with any dealer, distributor, sales representative or supplier required to be listed on Schedule 3.24; (10) Contracts that involve a repurchase obligation with respect to products of the Cobalt Companies; (11) Contracts that relate to the development or joint development of any products of the Cobalt Companies, other than employment agreements with employees of the Cobalt Companies; (12) Contracts with any Insider; (13) Contracts involving the waiver, compromise, or settlement of any material right or Proceeding within the past three years or for which a Cobalt Company has not fully performed as of the date hereof; or (14) Contracts (A) that is provide for any exclusivity arrangements, that provides for unexpired rights of first or last offer or that includes a provision of the type commonly referred to as a “most-favored nations”, “of the essence”, or “key man” provision, (B) that provide for a collective bargaining agreement or similar Contract with any labor agreement; union, works council or other labor organization, (vC) that is an agreement by which the use require payments upon a “change of control” of any Intellectual Property Cobalt Company, (D) that are with a Governmental Authority, (E) that provide for material to indemnification obligations by the Business is licensed to Company of any Person (other than licenses granted by in the Purchased Subsidiaries ordinary course with respect to the sale of products or their Subsidiaries services of the Cobalt Companies), (F) involving the establishment of, contribution to, or operation of a joint venture, partnership or other similar arrangement or otherwise relating to any customer investment made in any other Person or other acquisition, (G) involving a merger, consolidation or business combination or (H) appointing any agent to act on behalf of the Purchased Subsidiaries and their Subsidiaries any Cobalt Company or granting any power of attorney by any Cobalt Company other than such appointments for international boat transfers in the ordinary course of business); (vi) that is an agreement by which any Purchased Subsidiary or their Subsidiaries licenses from another Person the use of any Intellectual Property material to the Business (other than agreements for commercially available software that is not incorporated into the Pinnacle software and redistributed to customers or clients by the Purchased Subsidiary or their Subsidiaries and having a replacement cost and annual license fee as of October 31, 2010 of less than $275,000); (vii) that relates to the formation, creation, operation, management or control of any joint venture, partnership or limited liability company; (viii) that is with any customer of any Purchased Subsidiary or any of its Subsidiaries that provides for any “most favored nation” pricing or any other similar pricing; (ix) that is an agreement that confers to any customer of the Purchased Subsidiaries or their Subsidiaries any ownership of any material software (including source code) or other material Intellectual Property owned or developed by or on behalf of the Purchased Subsidiaries or their Subsidiaries; (x) that contains a covenant not to compete that limits the conduct of the Business; (xi) that provides for the acquisition or disposition of any business (whether by merger, sale of stock or assets or otherwise) or issuance of any Securities at any time since January 1, 2009; (xii) that is entered into with (a) Seller, (b) any Affiliate of Seller or (c) any employee, officer or director of the Purchased Subsidiaries, any of their Subsidiaries or Seller; or (xiii) that is a material amendment or material modification to any of the foregoing currently in effect. Each such Contract described in clauses “(i)” through “(xiii)” above is described in Schedule 3.08(a) and referred to herein as a “Material Contract.” (b) Each Material Contract is, and immediately following the Closing will be, valid, binding and in full force and effect and enforceable in accordance with its terms with respect to any Purchased Subsidiary or any of their Subsidiaries party thereto and, to Seller’s knowledge, each other party to such Contract, in each case subject to the limitations of bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies. No Purchased Subsidiary or any of their Subsidiaries is, or will be, immediately following the Closing, nor to Seller’s knowledge is any other party thereto, in breach, violation or default in any material respect under any such Material Contract. None of the Purchased Subsidiaries or their Subsidiaries has received or given any written or to Seller’s knowledge, oral notice or claim of any material breach or violation of, or default under, any Material Contract. The Purchased Subsidiaries and their Subsidiaries have not received or given any written, or to Seller’s knowledge, oral notice of an intention to terminate, not renew or challenge the validity or enforceability of, or to request a material refund (other than refunds accounted for in the Financial Statements) under, any Material Contract. (c) The Purchased Subsidiaries have made available to Buyer copies of all Material Contracts.