Common use of Contracts Clause in Contracts

Contracts. (a) Section 2.13 of the Disclosure Schedule lists the following agreements (written or oral) to which the Company or any Subsidiary is a party as of the date of this Agreement: (i) any agreement (or group of related agreements) for the lease of personal property from or to third parties providing for lease payments in excess of $25,000 per annum or having a remaining term longer than 12 months; (ii) any agreement (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, (B) which involves more than the sum of $25,000, or (C) in which the Company or any Subsidiary has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party; (iii) any agreement which, to the knowledge of the Company, establishes a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement concerning confidentiality or noncompetition; (vi) any employment or consulting agreement; (vii) any agreement involving any officer, director or stockholder of the Company or any affiliate, as defined in Rule 12b-2 under the Exchange Act (an “Affiliate”), thereof; (viii) any agreement under which the consequences of a default or termination would reasonably be expected to have a Company Material Adverse Effect; (ix) any agreement which contains any provisions requiring the Company or any Subsidiary to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); and (x) any other agreement (or group of related agreements) either involving more than $25,000 or not entered into in the Ordinary Course of Business. (b) The Company has delivered or made available to the Parent a complete and accurate copy of each agreement listed in Section 2.13 of the Disclosure Schedule. With respect to each agreement so listed, and except as set forth in Section 2.13 of the Disclosure Schedule: (i) the agreement is legal, valid, binding and enforceable and in full force and effect; (ii) the agreement will continue to be legal, valid, binding and enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; and (iii) neither the Company nor any Subsidiary nor, to the knowledge of the Company, any other party, is in breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Company or any Subsidiary or, to the knowledge of the Company, any other party under such contract.

Contracts. (a) Section 2.13 3.21(a) of the Company Disclosure Schedule lists contains a complete and accurate list of each Material Contract, true and complete copies of which have been provided or made available to Parent, as well as a summary of all oral Material Contracts. “Material Contract” means any Contract (i) that would qualify as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act; (ii) containing covenants binding upon the Company or any of its Subsidiaries that materially restrict the ability of the Company or any of its Subsidiaries (or which, following agreements (written or oralthe consummation of the Merger, could materially restrict the ability of the Surviving Corporation) to compete in any business or with any Person or in any geographic area that is material to the Company and its Subsidiaries, taken as a whole, as of the date hereof, except for any such Contract that may be canceled without penalty by the Company or any of its Subsidiaries upon notice of 90 days or less; (iii) with respect to a material joint venture or material partnership agreement (excluding information technology Contracts); (iv) that would prevent, materially delay or materially impede the Company’s ability to consummate the Merger or the other transactions contemplated by this Agreement; (v) that calls for the payment over the remaining life of the Contract of more than $100,000 in the aggregate; (vi) that continues for a period of more than twelve (12) months from the Closing Date and involves payments in excess of $75,000; (vii) that is an employment agreement containing severance or termination pay Liabilities; (viii) that is a contract under which the Company or any Subsidiary of its Subsidiaries has advanced or loaned money to any other Person (other than the Company’s agreement to reimburse employees for normal and customary moving expenses, in each case in amounts of less than $25,000); (ix) that is an agreement or indenture relating to Indebtedness of the Company or any of its Subsidiaries; (x) that is a party lease or agreement under which the Company or any of its Subsidiaries is lessee of or holds or operates (aa) any real property or (bb) any personal property with an initial cost in excess of $50,000 as of the initial date of this Agreement: (i) any agreement (or group of related agreements) for the lease (as if such property had been purchased on the first day of personal such lease), which property from is owned by any Person other than the Company or any of its Subsidiaries; (xi) that is an assignment, license, indemnification, right to third parties providing use, or agreement with respect to any intangible property (including any Intellectual Property) by the Company or any of its Subsidiaries (except for lease any such agreement relating to commercially available, unmodified, off-the-shelf software with a license fee of less than $50,000); (xii) that is a material warranty agreement with respect to its services rendered or its products sold; (xiii) that is an agreement under which it has granted any Person any registration rights (including demand or piggyback registration rights); (xiv) that is a sales, distribution, supply or franchise agreement; (xv) that is a contract regarding voting, transfer or other arrangements related to the Company’s or any of its Subsidiaries’ capital stock or warrants, options or other rights to acquire any of the Company’s or any of its Subsidiaries’ capital stock; (xvi) that involves payments in excess of $25,000 per annum or having a remaining term longer than 12 months; (ii) any agreement (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, (B) which involves more than the sum of $25,000, or (C) in which the Company or any Subsidiary has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party; (iii) any agreement which, to the knowledge of the Company, establishes a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement concerning confidentiality or noncompetition; (vi) any employment or consulting agreement; (vii) any agreement involving any officer, director or stockholder of the Company or any affiliate, as defined in Rule 12b-2 under the Exchange Act (an “Affiliate”), thereof; (viii) any agreement under which the consequences of a default or termination would reasonably be expected to have a Company Material Adverse Effect; (ix) any agreement which contains any provisions requiring the Company or any Subsidiary to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); and (x) any other agreement (or group of related agreements) either involving more than $25,000 or 75,000 and is not entered into in the Ordinary Course of Business. (b) The Company has delivered or made available to the Parent a complete and accurate copy of each agreement listed in Section 2.13 of the Disclosure Schedule. With respect to each agreement so listed, and except as set forth in Section 2.13 of the Disclosure Schedule: (i) the agreement is legal, valid, binding and enforceable and in full force and effect; (ii) the agreement will continue to be legal, valid, binding and enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; and (iii) neither the Company nor any Subsidiary nor, to the knowledge of the Company, any other party, is in breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default cancelable by the Company or any Subsidiary orof its Subsidiaries with notice of less than thirty (30) days and without Liability, penalty or premium; (xvii) that is a settlement, conciliation or similar agreement requiring a payment by the Company or its Subsidiaries in excess of $50,000 or which provides for limitations on the conduct by, or requires conduct by, the Company or any of its Subsidiaries; (xviii) that is a letter of credit; (xix) that is a collective bargaining agreement; (xx) that is a settlement, conciliation or similar agreement with any Governmental Entity or pursuant to which any outstanding obligations would exist after the Closing; or (xxi) that is material to the knowledge Company’s or any of the Company, any other party under such contractits Subsidiaries’ operations and business prospects.

Contracts. (a) Section 2.13 2.14 of the Company Disclosure Schedule lists the following agreements (written or oral) to which the Company or any Subsidiary is a party as of the date of this Agreement:Agreement (other than the Transaction Documentation (as hereinafter defined)): (i) any agreement (or group of related agreements) for the lease of personal property from or to third parties providing (A) which provides for lease payments in excess of $25,000 per annum or having (B) which has a remaining term longer than 12 monthsmonths and is not cancellable without penalty by the Company on sixty (60) days or less prior written notice; (ii) any agreement (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, is not cancellable without penalty by the Company on sixty (B60) which days or less prior written notice and involves more than the sum of $25,000, or (CB) in which the Company or any Subsidiary has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party; (iii) any agreement which, to the knowledge of the Stockholders and the Company, establishes a partnership material joint venture or joint venturelegal partnership; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement concerning confidentiality that purports to limit in any material respect the right of the Company to engage in any line of business, or noncompetitionto compete with any person or operate in any geographical location; (vi) any employment agreement, executive agreement (including without limitation the Hutz Agreement) or consulting agreementagreement which provides for payments in excess of $50,000 per annum (other than employment or consulting agreements terminable on less than thirty (30) days’ notice); (vii) any agreement involving any officer, director or stockholder of the Company or any affiliate, affiliate (as defined in Rule 12b-2 under the Exchange Act Act) thereof (an “Affiliate”) (other than stock subscription, stock option, restricted stock, warrant or stock purchase agreements the forms of which have been made available to Buyer), thereof; (viii) any agreement or commitment for capital expenditures in excess of $25,000, for a single project (it being represented and warranted that the liability under all undisclosed agreements and commitments for capital expenditures does not exceed $100,000 in the aggregate for all projects); (ix) any agreement under which the consequences of a default or termination would reasonably be expected to have a Company Material Adverse Effect; (ixx) any agreement which contains any provisions requiring the Company or any Subsidiary to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); (xi) any agreement, other than as contemplated by this Agreement, relating to the future sales of securities of the Company; and (xxii) any other agreement (or group of related agreements) either involving more than (A) under which the Company is obligated to make payments or incur costs in excess of $25,000 in any year or (B) not entered into in the Ordinary Course of Business, in each case which is not otherwise described in clauses (i) through (xi). (b) The Company has Stockholders have delivered or made available to the Parent Buyer a complete and accurate copy of each agreement listed in Section 2.13 2.14 of the Company Disclosure Schedule. With respect to each agreement so listed, and except as set forth in Section 2.13 2.14 of the Company Disclosure Schedule: (i) the agreement is a legal, valid, binding and enforceable obligation of the Company and in full force and effect, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity whether applied in a court of law or a court of equity; (ii) the agreement will continue to be legal, valid, binding and enforceable obligation of the Company, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity, whether applied in a court of law or a court of equity and will be in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; and (iii) neither the Company nor any Subsidiary nor, to the knowledge of the Stockholders and the Company, any other party, is in breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the knowledge of the Stockholders and the Company, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Company or any Subsidiary or, to the knowledge of the Stockholders and the Company, any other party under such contract, except for any breach, violation or default that has not had and would not reasonably be anticipated to have a Company Material Adverse Effect.

Contracts. (a) Section 2.13 2.14 of the Company Disclosure Schedule lists the following agreements (whether written or oral) to which the Company or any Subsidiary is a party as of the date of this Agreement:Agreement (other than the Transaction Documentation): (i) any agreement (or group of related agreements) for the lease of personal property from or to third parties providing (A) which provides for lease payments in excess of $25,000 per annum or having (B) which has a remaining term longer than 12 monthsmonths and is not cancellable without penalty by the Company on sixty (60) days or less prior written notice; (ii) any agreement (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, is not cancellable without penalty by the Company on sixty (B60) which days or less prior written notice and involves more than the sum of $25,00025,000 per annum, or (CB) in which the Company or any Subsidiary has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party; (iii) any agreement which, to the knowledge of the Company, establishes a partnership material joint venture or joint venturelegal partnership; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement concerning confidentiality that purports to limit in any material respect the right of the Company to engage in any line of business, or noncompetitionto compete with any person or operate in any geographical location; (vi) any employment agreement or consulting agreementagreement which provides for payments in excess of $50,000 per annum (other than employment or consulting agreements terminable on less than thirty (30) days’ notice); (vii) any agreement involving any officer, director or stockholder of the Company or any affiliate, affiliate (as defined in Rule 12b-2 under the Exchange Act Act) thereof (an “Affiliate”) (other than stock subscription, stock option, restricted stock, warrant or stock purchase agreements the forms of which have been made available to Parent), thereof; (viii) any agreement or commitment for capital expenditures in excess of $25,000, for a single project (it being represented and warranted that the liability under all undisclosed agreements and commitments for capital expenditures does not exceed $100,000 in the aggregate for all projects); (ix) any agreement under which the consequences of a default or termination would reasonably be expected to have a Company Material Adverse Effect; (ixx) any agreement which contains any provisions requiring the Company or any Subsidiary to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); (xi) any agreement, other than as contemplated by this Agreement, relating to the future sales of securities of the Company; and (xxii) any other agreement (or group of related agreements) either involving more than (A) under which the Company is obligated to make payments or incur costs in excess of $25,000 in any year or (B) not entered into in the Ordinary Course of Business, in each case which is not otherwise described in clauses (i) through (xi). (b) The Company has delivered or made available to the Parent a complete and accurate copy of each agreement listed in Section 2.13 2.14 of the Company Disclosure Schedule. With respect to each agreement so listed, and except as set forth in Section 2.13 2.14 of the Company Disclosure Schedule: (i) the agreement is a legal, valid, binding and enforceable obligation of the Company and in full force and effect, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity whether applied in a court of law or a court of equity; (ii) the agreement will continue not, as a result of the execution and delivery by the Company of this Agreement or the Transaction Documentation, or the consummation by the Company of the transactions contemplated hereby or thereby, cease to be a legal, valid, binding and enforceable obligation of the Company, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity, whether applied in a court of law or a court of equity and will, or to be in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; and (iii) neither the Company nor any Subsidiary nor, to the knowledge of the Company, any other party, is in breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Company or any Subsidiary or, to the knowledge of the Company, any other party under such contract, except for any breach, violation or default that has not had and would not reasonably be anticipated to have a Company Material Adverse Effect.

Contracts. (a) Section 2.13 SECTION 5.13 of the ▇▇▇▇▇▇▇▇ and Acquisition Disclosure Schedule lists the following agreements (written or oral) to which the Company or any Subsidiary is contains a party complete and correct list as of the date hereof of this Agreementall material agreements, contracts and commitments of the following types (and all amendments thereto), written or oral, to which ▇▇▇▇▇▇▇▇ or Acquisition are a party or by which any of its properties is bound: (i) notes, agreements, mortgages, indentures, security agreements and other instruments relating to the borrowing of money or evidence of credit or the deferred purchase price of property, or the direct or indirect guarantee by such entities of any agreement (such indebtedness or group of related agreements) for the lease of personal property from or to third parties providing for lease payments in excess of $25,000 per annum or having a remaining term longer than 12 monthsdeferred purchase price; (ii) any agreement leases of real property and material personal property (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more other than one year, (B) which involves more than the sum of $25,000, or (C) in which the Company or any Subsidiary has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain partyLeases); (iii) any agreement which, to the knowledge of the Company, establishes a partnership or joint ventureJoint Venture agreements; (iv) management, employment and consulting agreements or other contracts for personal services that are not terminable by any agreement (or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving such entities on not more than $25,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangibleone month's notice without penalty; (v) any agreement concerning confidentiality agreements providing for liability for severance pay, collective bargaining agreements, labor contracts, or noncompetitionlabor or personnel policies; (vi) any employment or consulting agreementmaterial surety, performance and maintenance bonds; (vii) any agreement involving plan, contract or arrangement providing for bonuses, pensions, deferred compensation, retirement plan payments, profit sharing, incentive pay, or for any officer, director or stockholder of the Company or any affiliate, as defined in Rule 12b-2 under the Exchange Act (an “Affiliate”), thereofother employee benefit plan; (viii) any agreement under which the consequences of a default brokerage or termination would reasonably be expected to have a Company Material Adverse Effectfinder's agreements; (ix) any agreement which contains that (a) restricts the right of such entities to engage in any provisions requiring place in any line of business, other than in the Company ordinary course of business or (b) would restrict the right of ▇▇▇▇▇▇▇▇ or any Subsidiary subsidiary of ▇▇▇▇▇▇▇▇ to indemnify engage in any line of business after the Closing Date, other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into than in the Ordinary Course ordinary course of Business)business; and (x) any other contract, commitment or agreement (that individually or group of related agreements) either involving more than $25,000 or not entered into in the Ordinary Course aggregate is material to ▇▇▇▇▇▇▇▇ and Acquisition, except contemplated by this Agreement or in the ordinary course of Businessbusiness and consistent with past practice. (b) The Company has delivered or ▇▇▇▇▇▇▇▇ and Acquisition have made available to the Parent a Citadel complete and accurate copy correct copies of each agreement listed in Section 2.13 of the Disclosure Schedule. With respect to each agreement so listedall material written agreements, contracts and commitments, together with all amendments thereto, and except as set forth accurate (in Section 2.13 all material respects) descriptions of the Disclosure Schedule: (i) the agreement is legalall material oral agreements. Such agreements, valid, binding contracts and enforceable and commitments are in full force and effect; (ii) the agreement will continue to be legal, valid, binding and enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; and (iii) neither the Company nor any Subsidiary norall of such entities and, to the knowledge best of the Company▇▇▇▇▇▇▇▇'▇ and Acquisition's knowledge, all other parties to such agreements, contracts and commitments have performed all obligations required to be performed by them to date thereunder in all material respects and are not in default thereunder in any other party, is in breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Company or any Subsidiary or, to the knowledge of the Company, any other party under such contractmaterial respect.

Contracts. (a) Section 2.13 of the Disclosure Schedule lists the following agreements written arrangements (including without limitation written or oralagreements) to which the Company or any Subsidiary is a party as of the date of this Agreementparty: (i) any agreement written arrangement (or group of related agreementswritten arrangements) for the lease of personal property from or to third parties providing for lease payments in excess of $25,000 50,000 per annum or having a remaining term longer than 12 monthsannum; (ii) any agreement written arrangement (or group of related agreements) written arrangements), currently in force or effect or which by its terms may in the future be in force or effect, for the purchase licensing or sale distribution of software, products or other personal property or for the furnishing or receipt of services (Ai) which calls for performance by the Company or any Subsidiary (other than the performance solely of indemnification obligations) over a period of more than one yearyear following the date hereof, (Bii) which involves the payment or receipt of more than the sum of $25,000100,000 following the date hereof, or (Ciii) in which the Company or any Subsidiary has granted manufacturing rightsrights to license, “sublicense or copy, "most favored nation” " pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party; (iii) any agreement which, to the knowledge of the Company, establishes written arrangement establishing a partnership or joint venture; (iv) any agreement written arrangement (or group of related agreementswritten arrangements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 50,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any written arrangement concerning confidentiality, non- solicitation or non-competition (other than the Company's standard form of confidentiality, nonsolicitation and non-competition agreement concerning confidentiality with its employees, a copy of which has been provided to the Buyer or noncompetitionits advisors, and the nondisclosure agreements entered into among any of the Parties in connection with the transactions contemplated by this Agreement); (vi) any employment or consulting agreement; (vii) any agreement written arrangement involving any officer, director or stockholder of the Company Stockholders or any affiliate, as defined in Rule 12b-2 under the Exchange Act their Affiliates (an “Affiliate”), thereof; (viii) any agreement under which the consequences of a default or termination would reasonably be expected to have a Company Material Adverse Effect; (ix) any agreement which contains any provisions requiring the Company or any Subsidiary to indemnify any other party thereto (excluding indemnities contained in agreements for the purchasepurposes of this Agreement, sale or license of products entered into "Affiliate" shall mean (A) in the Ordinary Course case of Business); and (x) any other agreement (or group of related agreements) either involving more than $25,000 or not entered into in an individual, the Ordinary Course of Business. (b) The Company has delivered or made available to the Parent a complete and accurate copy of each agreement listed in Section 2.13 members of the Disclosure Schedule. With respect to each agreement so listedimmediate family (including parents, siblings and except as set forth in Section 2.13 children) of the Disclosure Schedule: (i) the agreement is legal, valid, binding individual and enforceable and in full force and effect; (ii) the agreement will continue to be legalindividual's spouse, valid, binding and enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; and (iii) neither the Company nor any Subsidiary norBusiness Entity that directly or indirectly, to the knowledge through one or more intermediaries controls, or is controlled by, or is under common control with any of the Company, any other party, is in breach or violation offoregoing individuals, or default under(B) in the case of a Business Entity, any such agreementanother Business Entity or a person that directly or indirectly, and no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, with lapse of timethrough one or more intermediaries controls, or otherwiseis controlled by, would constitute a breach or default by is under common control with the Company or any Subsidiary or, to the knowledge of the Company, any other party under such contract.Business Entity);

Contracts. (a) Section 2.13 of the Disclosure Schedule lists the following agreements (written or oral4.14(a) to which the Company or any Subsidiary is sets forth a party true, complete and accurate list, as of the date of this Agreement:, of all of the following Contracts as amended to date which are currently in effect (collectively, “Material Contracts”): (i) any agreement all Contracts that require annual payments or expenses incurred by, or annual payments or income to, the Company Group of US$200,000 or more (other than standard purchase and sale orders entered into in the ordinary course of business consistent with past practices) including sales, advertising, agency, sales promotion, market research, marketing or group of related agreements) for the lease of personal property from or to third parties providing for lease payments in excess of $25,000 per annum or having a remaining term longer than 12 monthssimilar contracts; (ii) each Contract with any agreement (or group current employee of related agreements) for the purchase or sale of products or for the furnishing or receipt of services Company Group (A) which calls has continuing obligations for performance over a period payment of more than one yearan annual compensation of at least US$200,000, and which is not terminable for any reason or no reason upon reasonable notice without payment of any penalty, severance or other obligation; (B) which involves more providing for severance or post-termination payments or benefits to such employee in excess of US$60,000 (other than the sum of $25,000, COBRA obligations or similar requirements under applicable local Law); or (C) providing for a payment or benefit in excess of US$60,000 upon the consummation of the transactions contemplated by this Agreement or any Ancillary Agreement or as a result of a change of control of the Company; (iii) all Contracts creating a joint venture, strategic alliance, limited liability company or partnership arrangement to which a member of the Company Group is a party; (iv) all Contracts relating to any acquisitions or dispositions of assets of value in excess of US$100,000 by the Company Group (other than acquisitions or dispositions of inventory in the ordinary course of business consistent with past practices); (v) all IP Contracts, separately identifying all such IP Contracts under which the Company is obligated to pay royalties thereunder and all such IP Contracts under which the Company is entitled to receive royalties thereunder; (vi) all Contracts limiting the freedom of the Company Group to compete in any line of business or industry, with any Person or in any geographic area; (vii) all Contracts providing for guarantees, indemnification arrangements and other hold harmless arrangements made or provided by the Company, including all ongoing agreements for repair, warranty, maintenance, service, indemnification or similar obligations, other than Standard Contracts; (viii) all Contracts with or pertaining to the Company Group to which any Affiliate of the Company Group is a party, other than any Contracts relating to such Affiliate’s status as a Company Securityholder or Contracts entered into on arms’ length terms by which any Company Group company provides goods or services to any other Company Group company; (ix) all Contracts relating to property or assets (whether real or personal, tangible or intangible) in which the Company or any Subsidiary has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating Group holds a leasehold interest (including the Lease) and which involve payments to any products or territory or has agreed to purchase a minimum quantity the lessor thereunder in excess of goods or services or has agreed to purchase goods or services exclusively from a certain partyUS$200,000 per year; (iiix) any agreement which, all Contracts creating or otherwise relating to outstanding Indebtedness (other than intercompany Indebtedness) in the knowledge of the Company, establishes a partnership aggregate that are valued at US$250,000 or joint venturegreater; (ivxi) any agreement all Contracts relating to the voting or control of the equity interests of the Company Group or the election of directors of the Company Group (other than the organizational or group constitutive documents of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangiblethe Company Group); (vxii) any agreement concerning confidentiality or noncompetitionall Contracts not cancellable by the Company Group with no more than ninety (90) days’ notice if the effect of such cancellation would result in monetary penalty to the Company Group in excess of US$200,000 per the terms of such Contract; (vixiii) all Contracts that may be terminated, or the provisions of which may be altered, as a result of the consummation of the transactions contemplated by this Agreement or any employment or consulting agreementAncillary Agreement and which constitute Material Contracts as defined by the other subsections of this Section 4.14(a); (viixiv) all Contracts under which any agreement involving any officer, director or stockholder of the Company benefits, compensation or payments (or the vesting thereof) will be increased or accelerated by the consummation of the transactions contemplated by this Agreement or any affiliateAncillary Agreement, as defined in Rule 12b-2 under or the Exchange Act (an “Affiliate”)amount or value thereof will be calculated on the basis of, thereof; (viii) any agreement under which the consequences of a default or termination would reasonably be expected to have a Company Material Adverse Effect; (ix) any agreement which contains any provisions requiring the Company transactions contemplated by this Agreement or any Subsidiary to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business)Ancillary Agreement; and (xxv) any all collective bargaining agreements or other agreement (with a labor union, labor organization or works council or other representative of a group of related agreements) either involving more than $25,000 or not entered into in the Ordinary Course of Businessemployees. (b) The Company has delivered or made available to the Parent a complete and accurate copy of each agreement listed in Section 2.13 of the Disclosure Schedule. With respect to each agreement so listed, and except as set forth in Section 2.13 of the Disclosure Schedule: Each Material Contract is (i) the agreement is legala valid and binding agreement, valid, binding and enforceable and in full force and effect; (ii) the agreement will continue to be legal, valid, binding and enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; and (iii) neither enforceable by and against the Company nor any Subsidiary Group and, to the Company’s Knowledge, each counterparty that is party thereto, subject, in the case of this clause (iii), to the Enforceability Exceptions. Neither the Company Group nor, to the knowledge of the Company, any other party, is in breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Company or any Subsidiary or, to the knowledge of the Company’s Knowledge, any other party to a Material Contract is in material breach or default (whether with or without the passage of time or the giving of notice or both) under the terms of any such contractMaterial Contract. The Company Group has not assigned, delegated or otherwise transferred any of its rights or obligations under any Material Contract or granted any power of attorney with respect thereto. (c) The Company Group is in compliance in all material respects with all covenants, including all financial covenants, in all notes, indentures, bonds and other instruments or Contracts establishing or evidencing any Indebtedness. The consummation and closing of the transactions contemplated by this Agreement shall not cause or result in an event of default under any instruments or Contracts establishing or evidencing any Indebtedness.

Contracts. (a) Section 2.13 of the Disclosure Schedule lists the following agreements (written or oral) to which the Company or any Subsidiary is a party as of the date of this Agreement: (i) any agreement (or group of related agreements) for the lease of personal property from or to third parties providing for lease payments in excess of $25,000 per annum or having a remaining term longer than 12 months; (ii) any agreement (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, (B) which involves more than the sum of $25,000, or (C) in which the Company or any Subsidiary has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party; (iii) any agreement which, to the knowledge of the Company, establishes a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement concerning confidentiality or noncompetition; (vi) any employment or consulting agreement; (vii) any agreement involving any officer, director or stockholder of the Company or any affiliate, as defined in Rule 12b-2 under the Securities Exchange Act of 1934 (the “Exchange Act”), thereof (an “Affiliate”), thereof; (viii) any agreement under which the consequences of a default or termination would reasonably be expected to have a Company Material Adverse Effect; (ix) any agreement which contains any provisions requiring the Company or any Subsidiary to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); and (x) any other agreement (or group of related agreements) either involving more than $25,000 or not entered into in the Ordinary Course of Business. (b) The Company has delivered or made available to the Parent a complete and accurate copy of each agreement listed in Section 2.13 of the Disclosure Schedule. With respect to each agreement so listed, and except as set forth in Section 2.13 of the Disclosure Schedule: (i) the agreement is legal, valid, binding and enforceable and in full force and effect; (ii) the agreement will continue to be legal, valid, binding and enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; and (iii) neither the Company nor any Subsidiary nor, to the knowledge of the Company, any other party, is in breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Company or any Subsidiary or, to the knowledge of the Company, any other party under such contract.

Contracts. (aSection 4(m) Section 2.13 of the Disclosure Schedule lists lists, whether written or oral, together with all amendments and modifications thereto, the following agreements (written or oral) to which the Company or any Subsidiary is a party as and contracts of the date of this AgreementMEI: (i) all contracts and agreements, whether or not fully performed, pursuant to which MEI has since January 1, 1997 acquired or disposed of more than $500,000 worth of its business or assets; (ii) all agreements containing (A) covenants not to compete on the part of MEI or other similar restrictions on the ability of MEI to engage in its business, (B) rights of first refusal, (C) exclusive dealing or minimum purchase provisions or (D) prepayment or termination penalties; (iii) all notes, mortgages, indentures, letters of credit, guarantees, performance bonds, security agreements and other agreements and instruments for lending or borrowing (including assumed debt) entered into by MEI or pursuant to which any properties or assets of MEI are pledged or mortgaged as collateral; (iv) any employment or consulting agreement with any present or former director, officer or employee of MEI; (v) all joint venture or group of related agreementspartnership agreements to which MEI is a party or bound; (vi) for the lease of personal property from or all agreements pursuant to third parties providing for lease payments which MEI pays royalties in excess of $25,000 per annum or having a remaining term longer than 12 months; (ii) any agreement (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, (B) which involves more than the sum of $25,000, or (C) in which the Company or any Subsidiary has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party; (iii) any agreement which, to the knowledge of the Company, establishes a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement concerning confidentiality or noncompetition; (vi) any employment or consulting agreement; (vii) any agreement involving any officerall area development agreements, director construction agreements and franchise agreements to which MEI is a party or stockholder of the Company or any affiliate, as defined in Rule 12b-2 under the Exchange Act (an “Affiliate”), thereofbound; (viii) any agreement under all product or service purchasing and supplier agreements to which MEI is a party or bound, pursuant to which MEI has purchased or committed to purchase more than $250,000 of products, services or supplies during the consequences of a default last year or termination would reasonably be expected to have a Company Material Adverse Effect;during the next twelve (12) months; and (ix) any agreement other contracts and agreements of MEI, the performance of which contains any provisions requiring the Company or any Subsidiary to indemnify any other party thereto (excluding indemnities contained will involve consideration in agreements for the purchase, sale or license excess of products entered into in the Ordinary Course of Business); and (x) any other agreement (or group of related agreements) either involving $100,000 and are not terminable by MEI without penalty upon not more than $25,000 or not entered into in 60 days notice. The foregoing are hereinafter referred to as the Ordinary Course of Business"MEI Contracts. (b) The Company " Buyer has been delivered or made available to the Parent a correct and complete and accurate copy of each MEI Contract or other agreement listed in Section 2.13 4(m) of the Disclosure ScheduleSchedule (as amended to date). With respect to each agreement so listed, and except as set forth in Section 2.13 No Seller knows of the Disclosure Schedule: (i) the agreement is legal, valid, binding and enforceable and in full force and effect; (ii) the agreement will continue to be legal, valid, binding and enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior any material defense to the Closing; and (iii) neither the Company validity or enforceability of any MEI Contract. Neither MEI nor any Subsidiary nor, to the knowledge of the Company, any other party, Seller has received written notice that MEI is in breach material default and MEI has not materially defaulted under any MEI Contract. MEI has not waived any material rights under any MEI Contract. MEI has not received or violation of, or default under, given notice of any such agreement, and no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Company or in connection with any Subsidiary or, to the knowledge of the Company, any other party under such contractMEI Contract.

Contracts. (aSchedule 4(ll) Section 2.13 of the Disclosure Schedule lists the following contracts and other agreements (written or oral) to which the Company Borrower or any Subsidiary ALSC is a party as of (collectively, the date of this Agreement:“Contracts”): (i) any agreement (or group of related agreements) for the lease of personal property to or from or to third parties providing for lease payments in excess of $25,000 per annum or having a remaining term longer than 12 monthsany Person; (ii) any agreement (or group of related agreements) for the purchase purchase, sale or sale license, as applicable, of products raw materials, commodities, supplies, products, software or other personal property or for the furnishing or receipt of services (A) services, the performance of which calls for performance will extend over a period of more than one year, (B) which involves more than the sum year or involve consideration in excess of $25,000, or (C) in which the Company or any Subsidiary has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party5,000; (iii) any agreement whichconcerning a partnership, to joint venture or limited liability company agreements (excluding investment portfolio transactions in the knowledge Ordinary Course of the Company, establishes a partnership or joint ventureBusiness); (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed or guaranteed (any indebtedness for borrowed money, or may create, incur, assume or guarantee) indebtedness (including any capitalized lease obligations) involving more than $25,000 obligation or under which it has imposed (or may impose) a Security Interest an Encumbrance on any of its assets, tangible or intangible; (v) any agreement concerning confidentiality or noncompetition; (vi) any employment agreement with or consulting agreementincluding Borrower or Borrower’s Affiliates; (vii) any marketing agreement involving or similar arrangement between ALSC and any officer, director or stockholder of third party insurance carrier whereby ALSC has agreed to sell and solicit to the Company or any affiliate, as defined in Rule 12b-2 under the Exchange Act (an “Affiliate”), thereofinsurance buying public insurance products underwritten by such third party insurance carrier; (viii) any agreement under between ALSC or Borrower and a third party entity pursuant to which the consequences third party entity has agreed to provide third party administrative services, including without limitation billing and collection of a default or termination would reasonably be expected to have a Company Material Adverse Effectpremium on behalf of ALSC; (ix) any agreement relating to capital expenditures or purchases of assets or properties (other than purchase orders for such items in the Ordinary Course of Business); (x) any agreement involving any resolution or settlement of any actual or threatened litigation, arbitration, claim or other dispute which contains has not been fully performed, satisfied and discharged, other than any provisions requiring such contracts concerning the Company or any Subsidiary to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license routine collection of products debts entered into in the Ordinary Course of Business); and; (xxi) any agreement granting to any Person a right of first refusal or option to purchase or acquire any capital stock, assets or rights of ALSC; (xii) all Agent Contracts under which ALSC is obligated as of the date of this Agreement to pay commissions; (xiii) any other contract that is material to the business and is not terminable upon 90 calendar days’ written notice without penalty or premium; (xiv) any other agreement (or group of related agreements) either involving more other than Insurance Policies, the performance of which involves consideration in excess of $25,000 25,000. Borrower and ALSC have delivered to Lender, or not entered into in the Ordinary Course of Business. (b) The Company has delivered or made available have given Lender an opportunity to the Parent review, a correct and complete and accurate copy of each agreement Contract listed in Section 2.13 of the Disclosure ScheduleSchedule 4(ll). With respect to each agreement so listed, and except as set forth in Section 2.13 of the Disclosure Schedulesuch Contract: (iA) the agreement Contract is legal, valid, binding and binding, enforceable and in full force and effect; (iiB) the agreement will continue to be legal, valid, binding and enforceable and ALSC is not in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; and (iii) neither the Company nor any Subsidiary norbreach and, to the knowledge Knowledge of the CompanyBorrower or ALSC, any no other party, party is in breach or violation of, or default under, any such agreementdefault, and no neither Borrower nor ALSC has any Knowledge that any event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, occurred which with notice or lapse of time, or otherwise, time would constitute a breach or default by default, or permit termination, modification or acceleration, under the Company or Contract that would have a material adverse effect ; and (C) no party has repudiated any Subsidiary or, to the knowledge provision of the Company, any other party under such contractContract.

Contracts. (a) Section 2.13 3.12 of the Disclosure Schedule lists contains a list of the following agreements (contracts, agreements, leases and other legally binding instruments, whether written or oral) oral to which the Company is, or any Subsidiary is after the consummation of the transactions contemplated by the Contribution Agreement and the related transfer agreements will be, a party as or by which it is, or after the consummation of the date transactions contemplated by the Contribution Agreement and the related transfer agreements will be, otherwise bound (each such contract, a “Material Contract”): (a) contracts with respect to Benefit Plans sponsored by the Company; (b) collective bargaining agreements and any other contracts with any labor unions; (c) agreements for the employment or engagement of this Agreement: any officer or employee (not including at-will employment or offer letters) that (i) provide annual cash or other compensation in excess of $50,000 per year, (ii) provide for Change of Control Payments, or (iii) restrict the ability of the Company to terminate the employment of any agreement Person at any time for any lawful reason or for no reason without liability (including severance obligations); (d) agreements or group arrangements with any individual serving as an independent contractor who works for or supports the Business; (e) loan or credit agreements, promissory notes, bonds, debentures, security agreements, pledge agreements, mortgages, indentures, factoring agreements, guarantees, letters of related credit, performance bonds, completion bonds, surety agreements, or similar financing arrangements; (f) for the lease leases, subleases or licenses, either as lessee, sublessee or licensee or as lessor, sublessor or licensor, of any personal property from or to third parties providing for lease property, including capital leases, which agreements involve annual payments in excess of $25,000 per annum 200,000, cannot be cancelled by the Company without payment or having a remaining term longer than 12 monthspenalty upon notice of 30 days or less, or have unexpired terms as of the Closing Date that exceed one year; (iig) any agreement (agreements or group series of related agreements) agreements with customers, suppliers and vendors of the Company for the purchase or sale of products goods or for services involving payments in excess of $100,000 in the furnishing aggregate, which cannot be cancelled by the Company without payment or receipt penalty upon notice of services (A) which calls for performance over a period 30 days or less, or have unexpired terms as of more than the Closing Date that exceed one year, (B) which involves more than in each case in effect as of the sum of $25,000, or (C) in which the Company or any Subsidiary has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain partydate hereof; (iiih) any agreement which, agreements with respect to the knowledge acquisition or disposition of the Companyany business, establishes a partnership assets or joint venture; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement concerning confidentiality or noncompetition; (vi) any employment or consulting agreement; (vii) any agreement involving any officer, director or stockholder of the Company or any affiliate, as defined in Rule 12b-2 under the Exchange Act (an “Affiliate”), thereof; (viii) any agreement under which the consequences of a default or termination would reasonably be expected to have a Company Material Adverse Effect; (ix) any agreement which contains any provisions requiring the Company or any Subsidiary to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in securities outside the Ordinary Course of Business), or any equity or debt investment in or any loan to any Person; (i) limited liability company agreements, partnership agreements, joint venture agreements and all other similar contracts (however named) that involve a sharing of profits, losses, costs or liabilities by the Company with any other Person; (j) all agreements by which the Company, Seller or Holdings licenses any Business Intellectual Property to any Person and all agreements for Licensed Intellectual Property, other than agreements for commercial “off-the-shelf” Software or Open Source Software; (k) agreements with Seller or any current or former officer, director, stockholder or Affiliate of the Company; (l) agreements containing covenants of the Company not to compete in any line of business or with any person in any geographical area or covenants of any other Person not to compete with the Company in any line of business or in any geographical area; (m) outstanding agreements of guaranty, surety or indemnification, direct or indirect, by the Company; (n) any Tax Sharing Agreement; and (xo) each amendment, supplement and modification in respect of any other agreement (or group of related agreements) either involving more than $25,000 or not entered into in the Ordinary Course of Business. (b) The Company has delivered or made available to the Parent a complete and accurate copy of each agreement listed in Section 2.13 of the Disclosure Scheduleforegoing. With respect to each agreement so listed, and except as set forth in Section 2.13 All of the Disclosure Schedule: (i) Material Contracts to which the agreement is legalCompany is, validor after the consummation of the transactions contemplated by the Contribution Agreement and the related transfer agreements will be, binding and enforceable and in full force and effect; (ii) the agreement will continue to be legal, valid, binding and enforceable and a party are in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; and (iii) neither the Company nor any Subsidiary norare legal, to the knowledge valid and binding obligations of the Company, any enforceable against it in accordance with their terms, and, to the Company’s Knowledge, each other partyparty thereto, except to the extent enforcement may be affected by Enforceability Exceptions. The Company is in breach or violation ofcompliance in all material respects with the terms and requirements of such Material Contract and, or default underto the Company’s Knowledge, any each other Person that is party to such agreementMaterial Contract is in compliance in all material respects with the terms and requirements of such Material Contract, and no event has occurred, is pending or, to occurred that with the knowledge lapse of the Company, is threatened, which, after time or the giving of notice, with lapse of time, notice or otherwise, both would constitute a breach or material default by the Company or thereunder. No party to any Subsidiary or, to the knowledge of the CompanyMaterial Contracts has exercised any termination rights with respect thereto. The Company has made available to Purchaser true, any other party under such contractcorrect and complete copies of all of the Material Contracts, together with all amendments, modifications or supplements thereto.

Contracts. (a) Section 2.13 2.15 of the Company Disclosure Schedule lists the following agreements (written or oral) to which the Company or any Company Subsidiary is a party as of the date of this Agreement:Agreement (other than the Transaction Documentation (as hereinafter defined)): (i) any agreement (or group of related agreements) for the lease of personal property from or to third parties providing (A) which provides for lease payments in excess of $25,000 100,000 per annum or having and (B) which has a remaining term longer than 12 monthsmonths and is not cancellable without penalty by the Company on sixty (60) days or less prior written notice; (ii) any agreement (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, is not cancellable without penalty by the Company on sixty (B60) which days or less prior written notice and involves more than the sum of $25,000100,000 per annum, or (CB) in which the Company or any Company Subsidiary has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party; (iii) any agreement which, to the knowledge of the Company, establishes a partnership material joint venture or joint venturelegal partnership; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 100,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement concerning confidentiality that purports to limit in any material respect the right of the Company to engage in any line of business, or noncompetitionto compete with any person or operate in any geographical location; (vi) any employment agreement or consulting agreementagreement which provides for payments in excess of $250,000 per annum (other than employment or consulting agreements terminable on less than thirty (30) days’ notice); (vii) any agreement involving any officer, director or stockholder of the Company or any affiliate, affiliate (as defined in Rule 12b-2 under the Exchange Act Act) thereof (an “Affiliate”) (other than stock subscription, stock option, restricted stock, warrant or stock purchase agreements the forms of which have been made available to Parent), thereof; (viii) any agreement or commitment for capital expenditures in excess of $100,000, for a single project (it being represented and warranted that the liability under which all undisclosed agreements and commitments for capital expenditures does not exceed $500,000 in the consequences of a default or termination would reasonably be expected to have a Company Material Adverse Effectaggregate for all projects); (ix) any other agreement which contains required to be filed as an exhibit to the Super 8-K; (x) any provisions requiring agreement, other than as contemplated by this Agreement, relating to the future sales of securities of the Company or any Subsidiary to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business)Company Subsidiary; and (xxi) any other agreement (or group of related agreements) either involving more than (A) under which the Company is obligated to make payments or incur costs in excess of $25,000 100,000 in any year or (B) not entered into in the Ordinary Course of Business, in each case which is not otherwise described in clauses (i) through (xi). (b) The Company has delivered or made available to the Parent a complete and accurate copy of each agreement listed in Section 2.13 2.15 of the Company Disclosure Schedule. With respect to each agreement so listed, and except as set forth in Section 2.13 2.15 of the Company Disclosure Schedule: (i) the agreement is a legal, valid, binding and enforceable obligation of the Company and in full force and effect, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity whether applied in a court of law or a court of equity; (ii) the agreement will continue not, as a result of the execution and delivery by the Company of this Agreement or the Transaction Documentation, or the consummation by the Company of the transactions contemplated hereby or thereby, cease to be a legal, valid, binding and enforceable obligation of the Company, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity, whether applied in a court of law or a court of equity, or to be in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; and (iii) neither the Company nor any Company Subsidiary nor, to the knowledge of the Company, any other party, is in breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Company or any Company Subsidiary or, to the knowledge of the Company, any other party under such contract, except for any breach, violation or default that has not had and would not reasonably be anticipated to have a Company Material Adverse Effect.

Contracts. (aSection 4(m) Section 2.13 of the Disclosure Schedule lists the following agreements (contracts, agreements, Customer Contracts or Agreements and other written or oral) arrangements to which the Company or any Subsidiary Sigma6 is a party as of the date of this Agreementparty: (i) any written agreement (or group of related written agreements) for the lease of personal property from or to third parties providing for lease payments in excess of $25,000 15,000 per annum or having a remaining term longer than 12 monthsannum; (ii) other than as referenced in paragraph (i) immediately preceding, any written agreement (or group of related written agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, (B) which involves Sigma6 reasonably projects will involve more than the sum of $25,000, 30,000 per annum or (C) in which $50,000 over the Company or any Subsidiary has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity life of goods or services or has agreed to purchase goods or services exclusively from a certain partysuch agreement; (iii) any written agreement which, to the knowledge of the Company, establishes concerning a partnership or joint venture; (iv) any written agreement (or group of related written agreements) under which it has created, incurred, assumed assumed, or guaranteed (or may create, incur, assume assume, or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 15,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement concerning written arrangement requiring confidentiality or noncompetitionnoncompetition other than agreements with customers, employees, licensors, vendors or subcontractors in the Ordinary Course of Business; (vi) any employment written arrangement with any of its directors, officers, or consulting agreement; (vii) any agreement involving any officeremployees, director or stockholder of the Company or any affiliate, of its Affiliates other than standard contracts for service as defined in Rule 12b-2 under the Exchange Act (an “Affiliate”), thereof; (viii) any agreement under which the consequences of a default employees or termination would reasonably be expected to have a Company Material Adverse Effect; (ix) any agreement which contains any provisions requiring the Company or any Subsidiary to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into subcontractors in the Ordinary Course of Business); and (xvii) any other agreement written arrangement (or group of related agreementswritten arrangements) either involving more than $25,000 per annum or not entered into in the Ordinary Course of Business. (b) The Company . Sigma6 has delivered or made available to the Parent Buyer a correct and complete and accurate copy of each agreement written arrangement listed in Section 2.13 4(m) of the Disclosure ScheduleSchedule (as amended to date). With respect to each agreement written arrangement so listed: (A) the written arrangement is legal, valid, binding, enforceable against Sigma6 and, to Sigma6 and Seller's Knowledge, the other parties thereto and in full force and effect, subject to the Equitable Exceptions; (B) except as set forth in Section 2.13 4(m) of the Disclosure Schedule: (i) , the agreement is legal, valid, binding and enforceable and in full force and effect; (ii) the agreement written arrangement will continue to be legal, valid, binding and binding, enforceable and in full force and effect on identical terms immediately following the Closing in accordance with the terms thereof as in effect immediately prior Closing, subject to the Closing; Equitable Exceptions and if Newco performs thereunder and does not breach such agreement after the Closing Date, (iiiC) neither the Company Sigma6 is not, nor any Subsidiary nor, to the knowledge Knowledge of the Company, Sellers and Sigma6 is any other party, is in breach or violation of, or default under, any such agreementdefault, and no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, occurred which with notice or lapse of time, or otherwise, time would constitute a breach or default by or except in the Company Ordinary Course of Business permit termination, modification, or any Subsidiary oracceleration, under the written arrangement; and (D) Sigma6 has not, nor to the knowledge Knowledge of the Company, Sellers and Sigma6 has any other party, repudiated any provision of the written arrangement. Sigma6 is not a party to any oral contract, agreement, or other arrangement which, if reduced to written form, would be required to be listed in Section 4(m) of the Disclosure Schedule under such contractthe terms of this Section 4(m). No unfilled Customer Contract or Agreement obligating Sigma6 to perform services will result in a Material loss to Sigma6 upon completion of performance. Except as set forth in Section 4(m) of the Disclosure Schedule, Sigma6 has not been notified that any of its customers intends either to dispute charges under or to terminate early a Material Customer Contract or Agreement.

Contracts. (a) Section 2.13 of the Disclosure Except as set forth in Schedule lists the following agreements (written or oral) to which the Company 5.14 or any Subsidiary is a party other Schedule hereto, as of the date of this Agreement, neither the Company nor any of the Subsidiaries is a party to or bound by: (a) any contract for the purchase by the Company or such Subsidiary of supplies or equipment or services which the Company or such Subsidiary reasonably anticipates will involve the annual payment of more than $500,000 or $2,000,000 in the aggregate after the date hereof; (b) any contract for the sale by the Company or such Subsidiary of any services or products of their business which involved gross written premium and fees in fiscal 2006 of, or which is reasonably anticipated to involve in the year ending December 31, 2007, more than $2,000,000; (c) any loan agreements, promissory notes, indentures, bonds, security agreements, guarantees or obligations for borrowed money or other instruments involving indebtedness (excluding intercompany (i.e., solely between one or more of the Company or any Subsidiary) indebtedness and non-trade accounts); (d) any partnership, joint venture or other similar agreement or arrangement with any entity other than the Company or one of the Subsidiaries; (e) any agreement containing any covenant or provision prohibiting the Company or such Subsidiary from engaging in any line or type of business, in each case excluding agreements that would not bind the Companies or the Subsidiaries following the Closing; (f) any reinsurance, retrocessional or similar agreement; (g) any agreement with Aon or any Affiliate of Aon (other than the Company or a Subsidiary) that (i) contains obligations that extend beyond the Closing and (ii) is not terminable by Buyer or its Affiliates after the Closing upon not greater than 30 days’ notice and without payment or penalty; (h) any agreement for the employment of any individual (excluding agents) on a full-time, part-time, consulting, or other basis providing annual compensation in excess of $175,000 or providing severance benefits; (i) any agreement (or group of related agreements) for the lease of personal property from or to third parties providing for lease payments in excess of $25,000 per annum or having a remaining term longer than 12 months; (ii) any agreement (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, (B) which involves more than the sum of $25,000, or (C) in which the Company or any Subsidiary has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party; (iii) any agreement which, to the knowledge of the Company, establishes a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement concerning confidentiality or noncompetition; (vi) any employment or consulting agreement; (vii) any agreement involving any officer, director or stockholder of the Company or a Subsidiary has advanced or loaned any affiliateamount to any of its directors, as defined in Rule 12b-2 under officers, and employees outside the Exchange Act (an “Affiliate”), thereofordinary course of business; (viiij) any agreement under which providing for (A) the consequences acquisition of any interest in another entity (whether by purchase of assets, purchase of stock, merger, consolidation, recapitalization, share exchange or otherwise) or (B) the sale or other divestiture of any part of the business of the Company or a default Subsidiary (whether by sale of assets, sale of stock, merger, consolidation, recapitalization, share exchange or termination would reasonably be expected otherwise), other than, in the case of clause (A) or (B), this Agreement and agreements relating to have a Company Material Adverse Effectthe acquisition or disposition of investment assets in the ordinary course; (ixk) any agreement which contains relating to the maintenance and/or development of and/or consulting services with respect to Software that involves the payment of $175,000 or more in any provisions requiring the Company or any Subsidiary to indemnify any other party thereto calendar year (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Businesscommencing with 2008); andor (xl) any other agreement (or group of related agreements) either involving more than $25,000 or not entered into in the Ordinary Course of Business. (b) The Company has delivered or made available relating to maintenance with respect to the Parent a complete and accurate copy Computer Hardware that involves the payment of each agreement listed $175,000 or more in Section 2.13 of the Disclosure Schedule. With respect to each agreement so listed, and except as set forth in Section 2.13 of the Disclosure Schedule: any calendar year (i) the agreement is legal, valid, binding and enforceable and in full force and effect; (ii) the agreement will continue to be legal, valid, binding and enforceable and in full force and effect immediately following the Closing in accordance commencing with the terms thereof as in effect immediately prior to the Closing; and (iii) neither the Company nor any Subsidiary nor, to the knowledge of the Company, any other party, is in breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Company or any Subsidiary or, to the knowledge of the Company, any other party under such contract2008).

Contracts. (a) Section Schedule 2.13 of the Disclosure Schedule lists the following agreements (written or oral) to which the Company or any Subsidiary is a party as of the date of this Agreement: (i) any agreement (or group of related agreements) for the lease of personal property from or to third parties providing for lease payments in excess of $25,000 per annum or having a remaining term longer than 12 months; (ii) any agreement (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, (B) which involves more than the sum of $25,00050,000, or (C) in which the Company or any Subsidiary has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party; (iii) any agreement which, to the knowledge of the Company, establishes a partnership or joint venture; (iv) other than the Bridge Notes, any agreement (or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement concerning confidentiality or noncompetition; (vi) any employment or consulting agreement; (vii) any agreement involving any officer, director or stockholder of the Company or any affiliate, as defined in Rule 12b-2 under the Exchange Act Act, thereof (an “Affiliate”), thereof; (viii) any agreement under which the consequences of a default or termination would reasonably be expected to have a Company Material Adverse Effect; (ix) any agreement which contains any provisions requiring the Company or any Subsidiary to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); and; (x) any other agreement (or group of related agreements) either involving more than $25,000 or not entered into in the Ordinary Course of Business; and (xi) any agreement, other than as contemplated by this Agreement, relating to the sales of securities of the Company to which the Company is a party. (b) The Company has delivered or made available to the Parent a complete and accurate copy of each agreement listed in Section Schedule 2.13 of the Disclosure Schedule. With respect to each agreement so listed, and except as set forth in Section Schedule 2.13 of the Disclosure Schedule: (i) the agreement is legal, valid, binding and enforceable and in full force and effect; (ii) the agreement will continue to be legal, valid, binding and enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; and (iii) neither the Company nor any Subsidiary is not nor, to the knowledge of the Company, is any other party, is in breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Company or any Subsidiary or, to the knowledge of the Company, any other party under such contract.

Contracts. (a) Section 2.13 of the Disclosure Except as set forth on Schedule lists the following agreements (written or oral) to which the Company or any Subsidiary "G", neither Chem-Con nor its Subsidiaries is a party as of the date of this Agreementto or bound by: (i) 4.9.1.1 any collective bargaining agreements or any agreements that contain any severance pay liabilities or obligations; 4.9.1.2 any bonus, deferred compensation, pension, profit-sharing or retirement plans, programs or other similar employee benefit arrangements; 4.9.1.3 any employment agreement, contract or commitment with an employee; 4.9.1.4 any agreement (of guaranty or group indemnification running from Chem-Con or its Subsidiaries to any person or entity, including, but not limited to, any Affiliate, other than guarantees or indemnifications issued in the ordinary course of related agreements) for Chem-Con's business relating solely to the lease indemnification of personal property from or certain of its customers due to third parties providing for lease payments in excess Chem-Con's disposal of $25,000 per annum or having a remaining term longer than 12 monthswaste generated by such customers at permitted disposal facilities not affiliated with Chem-Con; (ii) 4.9.1.5 any agreement (agreement, contract or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) commitment which calls for performance over a period of more than one year, (B) which involves more than the sum of $25,000, or (C) in which the Company or any Subsidiary has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party; (iii) any agreement which, to the knowledge of the Company, establishes a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement concerning confidentiality or noncompetition; (vi) any employment or consulting agreement; (vii) any agreement involving any officer, director or stockholder of the Company or any affiliate, as defined in Rule 12b-2 under the Exchange Act (an “Affiliate”), thereof; (viii) any agreement under which the consequences of a default or termination would reasonably be expected to have a Company Material Adverse Effectmaterial adverse impact on the business of Chem-Con or its Subsidiaries; (ix) 4.9.1.6 any agreement agreement, indenture or other instrument which contains any provisions requiring the Company restrictions with respect to payment of dividends or any Subsidiary to indemnify other distribution in respect of Chem-Con or its Subsidiaries or any other party thereto outstanding securities of Chem-Con or its Subsidiaries; 4.9.1.7 any agreement, contract or commitment containing any covenant limiting the freedom of Chem-Con or its Subsidiaries to engage in any line of business or compete with any person; 4.9.1.8 any agreement, contract or commitment relating to capital expenditures in excess of ten thousand dollars (excluding indemnities contained in agreements for $10,000.00) and involving future payments; 4.9.1.9 any agreement, contract or commitment relating to the purchaseacquisition of assets or capital stock of any business enterprise; 4.9.1.10 any contract with the Department of Defense or any other department or agency of the United States Government, sale or license to any subcontract under any such contract, which is subject to renegotiation under the Renegotiation Act of products entered into 1951, as amended; or 4.9.1.11 any agreement, contract or commitment not made in the Ordinary Course ordinary course of Business); and business which involves Ten Thousand Dollars (x$10,000) any other agreement or more or has a remaining term of one (1) year or group of related agreementsmore from December 31, 1998, or is not cancelable on thirty (30) either involving more than $25,000 days or not entered into in the Ordinary Course of Business. (b) The Company less notice without penalty. Neither Chem-Con nor its Subsidiaries has delivered or made available to the Parent a complete and accurate copy of each agreement listed in Section 2.13 of the Disclosure Schedule. With respect to each agreement so listedbreached, and except as set forth in Section 2.13 of the Disclosure Schedule: (i) the agreement there is legalnot any claim, valid, binding and enforceable and in full force and effect; (ii) the agreement will continue to be legal, valid, binding and enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; and (iii) neither the Company nor any Subsidiary nor, to the knowledge of the Company, any other party, is in breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the knowledge best of Chem-Con's or the Sullivans or the ▇▇▇▇▇▇▇▇ Trusts' knowledge, any claim that Chem-Con or its Subsidiaries have breached any of the Companyterms or conditions of any agreement, is threatenedcontract or commitment set forth in this Agreement or in any of the Schedules attached hereto or of any other agreement, whichcontract or commitment, after the giving of notice, with lapse of time, or otherwise, would constitute a if any such breach or default by breaches in the Company aggregate could result in the imposition of damages or any Subsidiary or, the loss of benefits in an amount or of a kind material to the knowledge of the Company, any other party under such contractChem-Con or its Subsidiaries.

Contracts. (a) Section 2.13 2.14 of the Company Disclosure Schedule lists the following agreements (written or oral) to which the Company or any Subsidiary is a party as of the date of this Agreement:Agreement (other than the Transaction Documentation (as hereinafter defined)): (i) any agreement (or group of related agreements) for the lease of personal property from or to third parties providing (A) which provides for lease payments in excess of $25,000 75,000 per annum or having (B) which has a remaining term longer than 12 monthsmonths and is not cancellable without penalty by the Company on sixty (60) days or less prior written notice; (ii) any agreement (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, is not cancellable without penalty by the Company on sixty (B60) which days or less prior written notice and involves more than the sum of $25,00075,000, or (CB) in which the Company or any Subsidiary has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party; (iii) any agreement which, to the knowledge of the Company, establishes is a partnership material joint venture or joint venturelegal partnership; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 75,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement concerning confidentiality that purports to limit in any material respect the right of the Company to engage in any line of business, or noncompetitionto compete with any person or operate in any geographical location; (vi) any employment agreement or consulting agreementagreement which provides for payments in excess of $50,000 per annum (other than employment or consulting agreements terminable on less than thirty (30) days’ notice); (vii) any agreement involving any officer, director or stockholder of the Company or any affiliate, affiliate (as defined in Rule 12b-2 under the Exchange Act Act) thereof (an “Affiliate”) (other than stock subscription, stock option, restricted stock, warrant or stock purchase agreements the forms of which have been made available to Parent), thereof; (viii) any agreement or commitment for capital expenditures in excess of $25,000, for a single project (it being represented and warranted that the liability under which all undisclosed agreements and commitments for capital expenditures does not exceed $100,000 in the consequences of a default or termination would reasonably be expected to have a Company Material Adverse Effectaggregate for all projects); (ix) any agreement which contains any provisions requiring the Company or any Subsidiary to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); (x) any agreement, other than as contemplated by this Agreement, relating to the future sales of securities of the Company other than outstanding stock option, restricted stock, warrant or stock purchase agreements the forms of which have been made available to Parent ; and (xxi) any other agreement (or group of related agreements) either involving more than (A) under which the Company is obligated to make payments or incur costs in excess of $25,000 75,000 in any year or (B) not entered into in the Ordinary Course of Business, in each case which is not otherwise described in clauses (i) through (xi). (b) The Company has delivered or made available to the Parent a complete and accurate copy of each agreement listed in Section 2.13 2.14 of the Company Disclosure Schedule. With respect to each agreement so listed, and except as set forth in Section 2.13 2.14 of the Company Disclosure Schedule: (i) the agreement is a legal, valid, binding and enforceable obligation of the Company and in full force and effect, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity, whether applied in a court of law or a court of equity; (ii) the agreement will continue to be legal, valid, binding and enforceable obligation of the Company, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity, whether applied in a court of law or a court of equity and will be in full force and effect immediately following the Closing Effective Time in accordance with the terms thereof as in effect immediately prior to the ClosingEffective Time; and (iii) neither the Company nor any Subsidiary nor, to the knowledge of the Company, any other party, is in breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Company or any Subsidiary or, to the knowledge of the Company, any other party under such contract, except for any breach, violation or default that has not had a Company Material Adverse Effect.

Contracts. (a) Section 2.13 2.14 of the Disclosure Schedule lists the following agreements (written or oral) to which the Company or any Subsidiary is a party as of the date of this Agreement: (i) any agreement (or group of related agreements) for the lease of personal property from or to third parties providing for lease payments in excess of $25,000 10,000 per annum or having a remaining term longer than 12 months; (ii) any agreement (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, (B) which involves more than the sum of $25,00010,000, or (C) in which the Company or any Subsidiary has granted manufacturing rights, “"most favored nation” " pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party; (iii) any agreement which, to the knowledge of the Company, establishes establishing a partnership or joint venture, or any business arrangement for the distribution or development of products; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 10,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement concerning confidentiality or noncompetition, excluding the Company's standard form of Nondisclosure and Noncompete Agreement entered into with each employee and consultant of the Company and provided to the Buyer pursuant to Section 2.19 hereof; (vi) any employment or consulting agreement, excluding the Company's standard form of Nondisclosure and Noncompete Agreement entered into with each employee and consultant of the Company and provided to the Buyer pursuant to Section 2.19 hereof; (vii) any agreement involving any officer, director or stockholder of the Company or any affiliateaffiliate (an "Affiliate"), as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (an “Affiliate”the "Exchange Act"), thereof; (viii) any agreement under which the consequences of a default or termination would reasonably be expected to have a Company Material Adverse Effect; (ix) any agreement which contains any provisions requiring the Company or any Subsidiary to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); and (x) any other agreement (or group of related agreements) either involving more than $25,000 10,000 or not entered into in the Ordinary Course of Business. (b) The Company has delivered or made available to the Parent Buyer a complete and accurate copy of each agreement listed in Section 2.13 or Section 2.14 of the Disclosure Schedule. With respect to each agreement so listed, and except as set forth in Section 2.13 of the Disclosure Schedule: (i) the agreement is legal, valid, binding and enforceable and binding, in full force and effecteffect and enforceable by the Company in accordance with its terms, subject to laws of general application relating to bankruptcy, insolvency, the relief of debtors and rules of law governing injunctive relief and other equitable remedies; (ii) subject to the giving of notices and receipt of consents set forth in Section 2.4 of the Disclosure Schedule, the agreement will continue to be legal, valid, binding and enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing (unless the agreement would, by its express terms, expire prior to the Closing) and the consummation of the transactions contemplated hereby will not cause a default under or result in the acceleration of the obligations under the agreement; and (iii) neither the Company nor any Subsidiary is not, nor, to the knowledge of the Company, is any other party, is in breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Company or any Subsidiary or, to the knowledge of the Company, any other party under such contract, subject to any conflicts, breaches, violations or defaults which, individually or in the aggregate, has not had and would not be reasonably likely to have a Company Material Adverse Effect.

Contracts. (a) Section 2.13 2.14 of the Disclosure Schedule lists the following agreements (written or oral) currently in effect (either in whole or in part, including agreements with ongoing post-termination “tails” and ongoing post-termination obligations) to which the Company or any Subsidiary is a party as of the date of this Agreementparty: (i) any agreement (or group of related agreements) for the lease of real property (regardless of amount or term), or for the lease of personal property from or to third parties providing for lease payments in excess of fifty thousand dollars ($25,000 50,000) per annum or having a remaining term longer than 12 six (6) months; (ii) any agreement (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, (B) which involves more than the sum of fifty thousand dollars ($25,00050,000), or (C) in which the Company or any Subsidiary has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party; (iii) any agreement whichconcerning the establishment or operation of a partnership, to the knowledge of the Company, establishes a partnership joint venture or joint venturelimited liability company; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may reasonably be expected to create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than fifty thousand dollars ($25,000 50,000) or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement concerning confidentiality for the disposition of any significant portion of the assets or noncompetitionbusiness of the Company or any Subsidiary (other than sales of products in the Ordinary Course of Business) or any agreement for the acquisition of the assets or business of any other entity (other than purchases of inventory or components in the Ordinary Course of Business); (vi) any employment agreement under which the Company or consulting agreementany Subsidiary has, or may reasonably be expected to have, any liability to an employee or consultant for pay or benefits after the ending of the business relationship with such employee or consultant; (vii) any agreement involving any officer, director or stockholder of the Company or a Subsidiary under which the Company or any affiliate, as defined in Rule 12b-2 under the Exchange Act (an “Affiliate”), thereofAffiliate has or may reasonably be expected to have any liability or obligation; (viii) any agreement under which the consequences of a default or termination would reasonably be expected to, be material to have the Company and the Subsidiaries, taken as a Company Material Adverse Effectwhole; (ix) any agreement which contains any provisions requiring the Company or any Subsidiary to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); (x) any agreement that purports on its face to bind any Affiliate of the Company or any Subsidiary (other than the Company or any Subsidiary) in any way, including, but not limited to, prohibiting such Affiliate from engaging in any business that they would otherwise have been permitted to engage in. (xi) any agreement under which the Company or any Subsidiary is restricted or prohibited from selling, licensing or otherwise distributing any of its technology or products, or providing services to, customers or potential customers or any class of customers, or otherwise engaging in a material aspect of the Company’s business in any geographic area, during any period of time or with any Person, or any segment of the market or line of business; (xii) any agreement which would entitle any third party to receive a license or any other right to intellectual property of the Buyer or any of the Buyer’s Affiliates following the Closing; and (xxiii) any other agreement (or group of related agreements) either involving more than fifty thousand dollars ($25,000 50,000) or not entered into in the Ordinary Course of Business. (b) The Company has delivered or made available to the Parent Buyer a complete and accurate copy of each agreement listed in Section 2.13 of the Disclosure Schedule. With respect to each agreement so listed, and except as set forth in 2.12 or Section 2.13 of the Disclosure Schedule: (i) the agreement is legal, valid, binding and enforceable and in full force and effect; (ii) the agreement will continue to be legal, valid, binding and enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; and (iii) neither the Company nor any Subsidiary nor, to the knowledge of the Company, any other party, is in breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Company or any Subsidiary or, to the knowledge of the Company, any other party under such contract.2.14

Contracts. (a) Section 2.13 Schedule 3.15(a) sets forth a complete list of each of the Disclosure Schedule lists the following agreements (written or oral) contracts to which the any Acquired Company or any Subsidiary is a party or by which any of them is bound as of the date of this Agreement:Agreement (collectively, the “Material Contracts”): (i) any agreement option, purchase and sale contract or lease (whether real or group of related agreementspersonal property) for the lease of personal property from or to third parties providing for lease annual payments in excess of $25,000 per annum 150,000 or having a remaining term longer more or that cannot be terminated on not more than 12 monthsthirty (30) days’ notice without payment by any Acquired Company of any penalty; (ii) contracts involving the annual expenditure by any agreement (or group Acquired Company of related agreements) more than $150,000 in any instance for the purchase of materials, goods, supplies, equipment or sale of products or for services, excluding any such contracts that are terminable by the furnishing or receipt of services (A) which calls for performance over a period of Acquired Companies without penalty on not more than one year, thirty (B30) which involves more than the sum of $25,000, or (C) in which the Company or any Subsidiary has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain partydays’ notice; (iii) contracts providing for payments to any agreement whichAcquired Company of more than $150,000 in any instance for the sale of natural gas, to materials, goods, supplies, equipment or services, excluding any such contracts that are terminable by the knowledge of the Company, establishes a partnership or joint ventureAcquired Companies without penalty on not more than thirty (30) days’ notice; (iv) contracts involving the annual expenditure by any agreement (or group Acquired Company of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 150,000 for the purchase, sale, transportation or under which it has imposed (or may impose) a Security Interest on any storage of its assets, tangible or intangiblecoal; (v) any agreement concerning confidentiality relating to Indebtedness for borrowed money or noncompetitionthe deferred purchase price of property (whether incurred, assumed, guaranteed or secured by any asset), including indentures, mortgages, loan agreements, security agreements, or other agreements for the incurrence of debt, other than (A) trade accounts payable incurred in the Ordinary Course of Business and (B) any such agreement relating to indebtedness owed to Sellers or any of their Affiliates to be repaid on or before the Closing Date or owed to any Acquired Company; (vi) partnership, limited liability company, joint venture agreements or other agreements involving a sharing of profits or expenses by any employment or consulting agreementAcquired Company; (vii) any agreement involving under which (A) any officerPerson (including any Seller) has directly or indirectly guaranteed any liabilities or obligations of any Acquired Company (other than any such guarantee by any other Acquired Company) or (B) any Acquired Company has, director directly or stockholder indirectly, guaranteed any liabilities or obligations of the Company or any affiliate, as defined in Rule 12b-2 under the Exchange Act other Person (an “Affiliate”including any Seller but excluding any other Acquired Company), thereof; (viii) any agreement under which prohibiting or limiting the consequences ability of a default any Acquired Company to engage in any business activity or termination would reasonably be expected compete with any Person or prohibiting or limiting the ability of any Person to have a Company Material Adverse Effectcompete with any Acquired Company; (ix) any agreement relating to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise), including any contract under which contains any provisions requiring Acquired Company will have Liabilities after the date of this Agreement relating to the acquisition or sale of any business enterprise; (x) distributor, dealer, sales agency, marketing or similar contracts under which any Acquired Company is obligated to pay after the date of this Agreement an amount in excess of $100,000 during any calendar year; (xi) any other contract providing that any Acquired Company will receive future payments aggregating more than $100,000 per annum or $500,000 in the aggregate prior the expiration of such contract; (xii) any contract with any current or former officer, director or employee of any Acquired Company or any Subsidiary of the Sellers involving annual consideration or payments in excess of $150,000, including offer letters with respect to indemnify employment scheduled to begin after the date hereof; (xiii) any other party thereto consulting or similar agreement with an independent contractor providing for (A) annual payments by any Acquired Company in excess of $100,000 or (B) aggregate payments by any Acquired Company of $250,000, excluding indemnities contained in agreements for any such contracts that are terminable by the purchaseAcquired Companies without penalty on not more than thirty (30) days notice; (xiv) any outstanding power-of-attorney empowering any Person not a current employee of any Acquired Company to act on behalf of any Acquired Company; (xv) any employee collective bargaining agreement with any labor union or employees covering former, sale current or license future employees of products entered into any Acquired Company or work done, being done or to be done in the Ordinary Course of Business)future by any Acquired Company; (xvi) any contract mining agreement; and (xxvii) any other agreement (material agreement, commitment, arrangement or group of related agreements) either involving more than $25,000 or plan not entered into made in the Ordinary Course of Business. (b) The Each Material Contract is a valid and binding agreement of each Acquired Company has delivered or made available which is a party thereto and, to the Parent a complete Knowledge of IRP GP and accurate copy of Resource Partners, each agreement listed in Section 2.13 of the Disclosure Scheduleother parties thereto, enforceable by or against such Acquired Company and, to the Knowledge of IRP GP and Resource Partners, each of such other parties thereto in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law). With respect Resource Partners has heretofore delivered to each agreement so listed, Buyer true and except complete copies of all such written Material Contracts. Except as set forth in Section 2.13 Schedule 3.15(b), none of the Disclosure Schedule: rights of the Acquired Companies under the Material Contracts have been assigned (including by an absolute assignment of rents or contracts) or collaterally assigned, assigned for the purpose of granting security, or are affected by any security interest or similar encumbrance. Except as set forth in Schedule 3.6, none of the Material Contracts require consent to consummate the Contemplated Transactions, whether by operation of law or otherwise. (c) Except as set forth on Schedule 3.15(c), (i) the agreement is legalapplicable Acquired Company is, validand at all times has been, binding in compliance in all material respects with all applicable terms and enforceable and in full force and effect; requirements of each Material Contract, (ii) the agreement will continue to be legal, valid, binding and enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; Knowledge of IRP GP and Resource Partners, each other Person that has had any obligation or Liability under any Material Contract is, and at all times has been, in material compliance with all applicable terms and requirements of such Material Contract, (iii) neither to the Knowledge of IRP GP and Resource Partners no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in a violation or breach of, or give the Acquired Companies, or any other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Material Contract, and (iv) no Acquired Company nor has been given or received from any Subsidiary norPerson at any time since January 1, 2009, any written notice or other written communication or, to the knowledge Knowledge of the CompanyIRP GP and Resource Partners, oral notice or other oral communication regarding any other partyactual, is in alleged, possible, or potential violation or breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Company or any Subsidiary or, to the knowledge of the Company, any other party under such contractMaterial Contract.

Contracts. (a) Except for Contracts listed on Schedules 3.9, 3.15(a) or those Contracts described in or attached to the Human Resources Agreement or those Contracts entered into after the date hereof and prior to the Closing Date in accordance with Section 2.13 5.1, neither Seller nor any of the Disclosure Schedule lists the following agreements (written or oral) to which the Company or any Subsidiary its affiliates is a party to or bound by any Contract included in the Acquired Assets or the Assumed Liabilities that is: (i) a Contract not terminable by the applicable Seller or its affiliates upon notice to the other party or parties thereto of six (6) months or less; (ii) a Contract for the employment of any Person (A) with an annual base salary in excess of $200,000 or any consulting agreement with any Person involving payments by such Seller or its affiliates in excess of $200,000; (B) that contains an obligation to pay severance upon termination of employment; or (C) that contains a requirement to make any payment or provide any benefit or contractual right as a result of a sale of the Acquired Assets or the Business or the termination of employment following a sale of the Acquired Assets or the Business; (iii) a collective bargaining agreement or any other material Contract with any labor union; (iv) a Contract with any director, officer, subsidiary or affiliate of such Seller that will not be terminated at or prior to the Closing at no cost to Purchaser; (v) a letter of credit, an indenture, note, loan or credit agreement or other Contract relating to the borrowing of money by either Seller or its affiliates or the Business or to the direct or indirect guarantee or assumption by such Seller or its affiliates or the Business of the obligations of any other Person for borrowed money, including any arrangement which has the economic effect although not the legal form of such a guarantee; (vi) a covenant not to compete or a non-solicitation, no hire, standstill or similar obligation (other than those (a) of which such Seller or any of its affiliates is the beneficiary of the covenant or (b) that are terminable upon no more than thirty (30) days’ notice (except for exclusive supply obligations which are terminable upon no more than ninety (90) days’ notice)); (vii) a lease or similar agreement under which such Seller or its affiliates (A) is lessee of, or holds or uses, any machinery, equipment, vehicle or other tangible personal property owned by any third Person for an annual rent in excess of $200,000 or (B) is lessor of, or makes available for use by any third Person, any tangible personal property owned (including ownership for Tax purposes) by such Seller or its affiliates having a fair market value in excess of $200,000; (viii) other than the Intercompany Accounts and the Intercompany Trade Payables, a Contract (including purchase orders) involving the obligation of such Seller relating solely to the Business to purchase or sell products or services for payment or receipt by such Seller of more than $15 million annually (unless terminable by such Seller (A) without payment or penalty of not more than $250,000 or (B) upon no more than ninety (90) days’ notice); (ix) a mortgage, pledge, security agreement, deed of trust or other document granting a material Lien upon any Acquired Asset (including Liens upon properties acquired under conditional sales, capital lease or other title retention or security devices), other than Permitted Liens; (x) a joint venture, partnership or other arrangement involving a sharing of profits, revenues or expenses (other than rebate programs, gain sharing plans, expense programs and similar arrangements entered into in the ordinary course of the operation of the Business consistent with past practice); or (xi) Business Intellectual Property Contracts. (b) The agreements, leases, instruments and commitments set forth on Schedules 3.15(a) and 3.21 (together with any such agreements, leases, instruments and commitments entered into after the date hereof and prior to the Closing Date that are, or are required to be, set forth on any updates to Schedules 3.15(a) and 3.21) are collectively referred to as the “Listed Contracts”. Subject to Section 5.4, neither Seller nor its affiliates is (with or without the lapse of time or the giving of notice, or both) in breach or default in any material respect under any Listed Contract nor has any event occurred which with notice or lapse of time would constitute a breach or default in any material respect under any Listed Contract. Subject to Section 5.4, as of the date of this Agreement: (i) any agreement (or group of related agreements) for the lease of personal property from or to third parties providing for lease payments in excess of $25,000 per annum or having a remaining term longer than 12 months; (ii) any agreement (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, (B) which involves more than the sum of $25,000, or (C) in which the Company or any Subsidiary has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party; (iii) any agreement which, to the knowledge Knowledge of GP, none of the Company, establishes a partnership other parties to any Listed Contract is (with or joint venture; (iv) any agreement (without the lapse of time or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement concerning confidentiality or noncompetition; (vi) any employment or consulting agreement; (vii) any agreement involving any officer, director or stockholder of the Company or any affiliate, as defined in Rule 12b-2 under the Exchange Act (an “Affiliate”), thereof; (viii) any agreement under which the consequences of a default or termination would reasonably be expected to have a Company Material Adverse Effect; (ix) any agreement which contains any provisions requiring the Company or any Subsidiary to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); and (x) any other agreement (or group of related agreements) either involving more than $25,000 or not entered into in the Ordinary Course of Business. (b) The Company has delivered or made available to the Parent a complete and accurate copy of each agreement listed in Section 2.13 of the Disclosure Schedule. With respect to each agreement so listed, and except as set forth in Section 2.13 of the Disclosure Schedule: (i) the agreement is legal, valid, binding and enforceable and in full force and effect; (ii) the agreement will continue to be legal, valid, binding and enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; and (iii) neither the Company nor any Subsidiary nor, to the knowledge of the Company, any other party, is in breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, or both) in breach or default in any material respect thereunder, nor has any event occurred that with notice or lapse of time, or otherwise, time would constitute a material breach or default by or permit termination or acceleration thereof; and, as of the Company or any Subsidiary orClosing Date, to the knowledge Knowledge of GP, none of the Companyother parties to any Listed Contracts, or other Contracts is (with or without the lapse of time or the giving of notice, or both) in breach or default in any other material respect thereunder nor has any event occurred which with notice or lapse of time would constitute a material breach or default or permit termination or acceleration through which, individually or in the aggregate, would have a Material Adverse Effect. As of the date of this Agreement, neither Seller has received any written notice of the intention of any party under to terminate any Listed Contract, whether as a termination for convenience or for default of a Seller thereunder. Sellers have made available to Purchaser true, complete and correct copies of each of the Listed Contracts (to the extent such contractListed Contract is in writing), including any amendments thereto, as of the date of this Agreement.

Contracts. (a) Section 2.13 of the Disclosure Schedule lists the following agreements (written or oral) to which the Company or any Subsidiary is a party as of the date of this Agreement: (i) any agreement (or group of related agreements) for the lease of personal property from or to third parties providing for lease payments in excess of $25,000 per annum or having a remaining term longer than 12 months; (ii) any agreement (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, (B) which involves more than the sum of $25,000, or (C) in which the Company or any Subsidiary has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party; (iii) any agreement which, to the knowledge of the Company, establishes a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement concerning confidentiality or noncompetition; (vi) any employment or consulting agreement; (vii) any agreement involving any officer, director or stockholder of the Company or any affiliate, as defined in Rule 12b-2 under the Exchange Act Act, thereof (an “Affiliate”), thereof; (viii) any agreement under which the consequences of a default or termination would reasonably be expected to have a Company Material Adverse Effect; (ix) any agreement which contains any provisions requiring the Company or any Subsidiary to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); and; (x) any other agreement (or group of related agreements) either involving more than $25,000 or not entered into in the Ordinary Course of Business; and (xi) any agreement, other than as contemplated by this Agreement, relating to the sales of securities of the Company to which the Company is a party. (b) The Company has delivered or made available to the Parent a complete and accurate copy of each agreement listed in Section 2.13 of the Disclosure Schedule. With respect to each agreement so listed, and except as set forth in Section 2.13 of the Disclosure Schedule: (i) the agreement is legal, valid, binding and enforceable and in full force and effect; (ii) the agreement will continue to be legal, valid, binding and enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; and (iii) neither the Company nor any Subsidiary is not nor, to the knowledge of the Company, is any other party, is in breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Company or any Subsidiary or, to the knowledge of the Company, any other party under such contract.

Contracts. (a) Section 2.13 Schedule 6.18 of the Company Disclosure Schedule lists Statement sets forth the following oral or written contracts and other agreements (written or oral) to which the Company or any Subsidiary of its Subsidiaries is a party as of the date of this Agreementparty: (ia) any agreement (or group of related agreements, with the same third party or any of its Affiliates) for the lease of personal property from or to third parties providing for lease payments in excess of One Hundred Thousand Dollars ($25,000 100,000) per annum or having a remaining term longer than 12 monthsannum; (iib) any agreement (or group of related agreements for the purchase or sale of supplies, products or other personal property, or for the furnishing or receipt of services, the performance of which involve consideration in excess of One Hundred Thousand Dollars ($100,000) per annum; PROVIDED, HOWEVER, that this clause (b) shall not include any employment agreement included pursuant to clause (e) below or excluded from clause (e) below by virtue of the monetary threshold set forth therein; (c) any agreement concerning a partnership or joint venture; (d) any agreement (or group of related agreements, with the same third party or any of its Affiliates) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, (B) which involves more than the sum of $25,000, or (C) in under which the Company or any Subsidiary has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party; (iii) any agreement which, to the knowledge of the Company, establishes a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it its Subsidiaries has created, incurred, assumed assumed, or guaranteed (any indebtedness for borrowed money, or may create, incur, assume or guarantee) indebtedness (including any capitalized lease obligationsobligation, in excess of One Hundred Thousand Dollar ($100,000) involving more than $25,000 per annum or under which it has imposed (or may impose) a Security Interest lien on any of its material assets, tangible or intangible; (ve) any agreement concerning confidentiality or noncompetition; (vi) any employment or consulting agreement; (vii) any agreement involving any officer, director or stockholder with an employee of the Company or any affiliateof its Subsidiaries, as defined providing for a base salary per annum in Rule 12b-2 under the Exchange Act excess of One Hundred Thousand Pounds Sterling (an “Affiliate”(pound)100,000), thereof; (viii) any agreement under which the consequences of a default or termination would reasonably be expected to have a Company Material Adverse Effect; (ix) any agreement which contains any provisions requiring the Company or any Subsidiary to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); and (xf) any other agreement (or group of related agreementsagreements with the same third party) either involving more than the performance of which involves consideration in excess of One Hundred Thousand Dollars ($25,000 or 100,000) per annum; PROVIDED HOWEVER, that this clause (f) shall not entered into in the Ordinary Course of Business. include any employment agreement excluded from clause (be) The Company has delivered or made available to the Parent a complete and accurate copy of each agreement listed in Section 2.13 above by virtue of the Disclosure Schedulemonetary threshold set forth therein. The foregoing are referred to hereafter as the "Material Contracts". With respect to each agreement so listedthe Material Contracts, and except as set forth in Section 2.13 Schedule 6.18 of the Company Disclosure ScheduleStatement: (i) the agreement is legal, valid, binding and enforceable and in full force and effect; (ii) the agreement will continue to be legal, valid, binding and enforceable and all are in full force and effect immediately following against the Closing Company or any of its Subsidiaries in accordance with their terms, except that such enforceability may be subject to bankruptcy, insolvency and other similar laws effecting debtors' rights or creditors' rights generally and except that the terms thereof as in effect immediately prior remedies of specific performance, injunction and other forms of equitable relief may not be available; (ii) neither the Company nor any of its Subsidiaries and to the ClosingCompany's knowledge no other party thereto is, in breach or default, and no event has occurred which with notice or lapse of time would constitute a breach or default, or permit termination, modification, or acceleration, under the agreement; and (iii) neither the Company nor any Subsidiary norof its Subsidiaries has assigned any of its rights or obligations under any of the Material Contracts; (iv) neither the Company nor any of its Subsidiaries has received any outstanding notice of cancellation or termination in connection with any of them; and (v) neither the Company nor any of its Subsidiaries is, and to the Company's knowledge no party thereto is the subject of bankruptcy proceedings, nor has had a trustee appointed on its behalf or is insolvent. The Company has delivered to the Parent and Merger Sub a correct and complete copy of each written Material Contract (as amended to the date of this Agreement), except for the Coop Agreements and Conduit Agreements listed on Schedule 6.11 of the Company, any other party, is in breach or violation of, or default under, any such agreementCompany Disclosure Statement, and no event has occurred, is pending or, a written summary setting forth the terms and conditions of each oral agreement constituting a Material Contract referred to the knowledge in Schedule 6.18 of the Company, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Company or any Subsidiary or, to the knowledge of the Company, any other party under such contractDisclosure Statement.

Contracts. (a) Except (x) for this Agreement, (y) for a Company Plan or the Company Share Plans and (z) as set forth in Section 2.13 3.8(a) of the Company Disclosure Schedule lists the following agreements (written or oral) to which Letter, neither the Company nor any of its subsidiaries is party to or bound by, or has any Subsidiary is a party property or asset bound by, any Contract, as of the date of this Agreement, that: (i) any agreement (would be required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K of the Securities Act or group of related agreements) for disclosed by the lease of personal property from Company on a Current Report on Form 8-K, Annual Report on Form 10-K or to third parties providing for lease payments Quarterly Report on Form 10-Q that has not been filed or incorporated by reference in excess of $25,000 per annum or having a remaining term longer than 12 monthsthe SEC Reports; (ii) contains any agreement (covenant that materially restricts the ability of the Company or group any of related agreements) for the purchase or sale of products or for the furnishing or receipt of services its subsidiaries, taken as a whole, to (A) which calls for performance over a period of more than one yearengage in any business, (B) which involves more than the sum of $25,000compete in any business or with any Person, or (C) operate in which any geographic area or (D) solicit or hire any employee or consultant other than pursuant to non-disclosure agreements entered into in the ordinary course of business; (iii) is a joint venture, partnership, limited liability or other similar agreement or arrangement or Contract relating to the formation, creation, operation, management or control of any partnership, joint venture, limited liability company or other similar agreements or arrangements or Contracts; (iv) is an indenture, credit agreement, loan agreement, security agreement, guarantee, bond, mortgage or other Contract (including any swap or hedge agreements) relating to indebtedness of the Company or any Subsidiary has granted manufacturing rightsof its subsidiaries (for the avoidance of doubt, other than Contracts related to vault cash arrangements), in each case, in excess of $1,000,000; (v) is a Contract related to vault cash arrangements with any financial institution; (vi) is a settlement, conciliation or similar Contract with any Governmental Entity; (vii) requires the Company or any of its subsidiaries, directly or indirectly, to make any advance, loan, extension of credit or capital contribution to, or other investment in, any Person (other than the Company or any of its wholly owned subsidiaries) in any such case which is in excess of $500,000; (viii) prohibits the payment of dividends or distributions in respect of the share capital of the Company or any of its subsidiaries, prohibits the pledging of the share capital of the Company or any subsidiary of the Company or prohibits the issuance of guarantees by the Company or by any subsidiary of the Company; (ix) (A) contains “most favored nation” pricing provisions which impose obligations on the Company or any of its subsidiaries with any third party, or (B) grants exclusive marketing rights, rights of first refusal, rights of first negotiation or distribution offer or similar rights relating to any products Person other than the Company or territory or has agreed to purchase a minimum quantity any of goods or services or has agreed to purchase goods or services exclusively from a certain partyits subsidiaries; (iiix) any agreement whichhas resulted in payments by the Company and its subsidiaries to vendors of more than $2,000,000 in the aggregate for the 12 month period ending June 30, 2020 (other than this Agreement, Contracts subject to clause (iv) above, purchase orders for the knowledge purchase of inventory and/or equipment in the Company, establishes a partnership ordinary course of business or joint ventureLeases); (ivxi) any agreement (or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness given rise to aggregate revenue (including capitalized lease obligationstermination fees) involving by the Company and its subsidiaries under such Contract(s) of more than $25,000 2,000,000 during fiscal year 2019; (xii) with respect to any acquisition and divestiture pursuant to which the Company or under which it has imposed (or may impose) a Security Interest on any of its assetssubsidiaries has continuing indemnification, tangible guarantee, “earn-out” or intangibleother contingent payment obligations, in each case, that would reasonably be expected to result in payments in excess of $2,000,000; (vxiii) any agreement concerning confidentiality involving the acquisition or noncompetitiondisposition, directly or indirectly (by merger or otherwise), of assets or share capital or other equity interests for aggregate consideration under such Contract of at least $1,000,000 individually, or $2,000,000 in the aggregate; (vixiv) is between the Company or any employment or consulting agreement; (vii) of its subsidiaries, on the one hand, and any agreement involving any officer, director or stockholder officer of the Company or any affiliatePerson beneficially owning five percent (5%) or more of the outstanding Company Shares, as defined on the other hand, except for any Company Plan and any Contracts entered into on arm’s-length terms in Rule 12b-2 under the Exchange Act (an “Affiliate”), thereofordinary course of business; (viiixv) any agreement under which the consequences requires a consent to or otherwise contains a provision relating to a “change of a default control” or termination that would or could reasonably be expected to have a Company Material Adverse Effectprevent, delay or impair the consummation of the transactions contemplated herein, including the Acquisition; (ixxvi) involves the payment of royalties to, or receipt of royalties from, any agreement which contains any provisions requiring Person (other than the Company or any Subsidiary to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course its subsidiaries) of Business); and (x) any other agreement (or group of related agreements) either involving more than $25,000 or not entered into 1,000,000 in the Ordinary Course of Business.aggregate pursuant to a license that is material to the Company and its subsidiaries taken as a whole; or (bxvii) The Company has delivered or made available is a Contract pursuant to the Parent a complete and accurate copy of each agreement listed in Section 2.13 of the Disclosure Schedule. With respect which any third party grants to each agreement so listed, and except as set forth in Section 2.13 of the Disclosure Schedule: (i) the agreement is legal, valid, binding and enforceable and in full force and effect; (ii) the agreement will continue to be legal, valid, binding and enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; and (iii) neither the Company nor any Subsidiary nor, to the knowledge of the Company, any other party, is in breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Company or any Subsidiary orof its subsidiaries a license, right or covenant not to ▇▇▇ with respect to any Licensed Intellectual Property that is material to the knowledge Company and its subsidiaries taken as a whole (other than (1) intercompany licenses between the Company and any of its subsidiaries, (2) licenses for Open Source Software or (3) licenses for Software that is generally commercially available on standard terms for less than $300,000 (based on the Company, any other party under such contractdollar value of expenditures from fiscal year 2019)).

Contracts. (a) Section 2.13 5.11(a) of the Disclosure Schedule lists Letter lists, as of the Relevant Time , the following agreements (written or oral) Contracts that are in effect and to which the Company or any Subsidiary is a party as or to which it, or any of its assets and properties, is bound (each such Contract and each Contract required to be listed in Section 5.11(a) of the date Disclosure Letter, whether or not set forth in such section of this Agreement:the Disclosure Letter, a “Material Contract”): (i) any agreement (or group of related agreements) for employment and consulting Contracts with current and former Company Personnel, other than employment offer letters issued to Company Personnel on the lease of personal property from or Company’s standard form made available to third parties providing for lease payments in excess of $25,000 per annum or having a remaining term longer than 12 monthsBuyer without material deviation; (ii) Contracts that limit the freedom of the Company or any agreement Affiliate to compete in any line of business or geographic area; (iii) Contracts with or group involving (A) the Seller or any Previous Seller or any Affiliate (other than the Company) of related agreementsthe Company or of the Seller or any Previous Seller or (B) any former holder of Company Capital Stock or any Affiliate (other than the Company) thereof; (iv) Contracts for the purchase or sale of products or for the furnishing or receipt of services (other than employment) (A) which calls calling for performance over a period of more than one year, (B) which involves requiring or otherwise involving payment by or to the Company of more than the sum an aggregate of $25,000US$[***], or (C) in which the Company or any Subsidiary has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or (D) in which the Company has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party; (iiiv) Contracts for any agreement which, to the knowledge of the Company, establishes a partnership or joint venture; (iv) any agreement (, partnership, joint product development, strategic alliance or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement concerning confidentiality or noncompetitionco-marketing arrangement; (vi) Contracts under which the Company has borrowed (or may borrow) any employment money from, or consulting agreementissued (or may issue) any note, bond, debenture or other evidence of Indebtedness to, any Person; (vii) any agreement Contracts involving any officer, director mortgage or stockholder of the Company other Lien other than Permitted Liens upon any real property or any affiliate, as defined in Rule 12b-2 under the Exchange Act (an “Affiliate”), thereofother assets; (viii) Contracts involving any agreement under which the consequences resolution or settlement of a default any Action, investigation or termination would reasonably be expected to have a Company Material Adverse Effectother dispute; (ix) any agreement which contains engagement letter or similar Contract with any provisions requiring broker, finder or investment banker; (x) all Contracts listed in Section 5.12(b)(i) of the Company or any Subsidiary to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business)Disclosure Letter; and (xxi) any other agreement (or group Contracts involving future payments in excess of related agreements) either involving more than $25,000 or US$50,000 and not entered into in the Ordinary Course of Business. (b) The Company has delivered or made available to the Parent a complete and accurate copy of each agreement listed in Section 2.13 of the Disclosure Schedule. With respect to each agreement so listed, and except as set forth in Section 2.13 of the Disclosure Schedule: (i) the agreement Each Material Contract is legal, valid, binding and enforceable and in full force and effect; (ii) the agreement will continue to be legal, valid, and is valid and binding and enforceable and in full force and effect immediately following the Closing in accordance with the its terms thereof as in effect immediately prior to the Closing; and (iii) neither against the Company nor any Subsidiary norand, to the knowledge Company’s knowledge, the other parties thereto, subject to applicable bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or similar Laws affecting creditors’ rights generally and general principles of the Companyequity, any other partyand has been negotiated in good faith on an “arm’s length” transaction basis. A true, correct and complete copy of each written Material Contract and a true, correct and complete summary of each oral Material Contract have been made available to Buyer. There is in no material violation, breach or violation of, (including anticipatory breach) or default under, under any such agreement, and no event has occurred, is pending Material Contract by the Company or, to the knowledge of the Company, is threatenedby any other party thereto, which, after and no event has occurred or condition exists that with the lapse of time or the giving of notice, with lapse of time, notice or otherwise, both would constitute a breach or default thereunder by the Company or any Subsidiary or, to the knowledge of the Company, any other party thereto, and the Company has not received or given notice of any default or claimed or purported or alleged default or state of facts which, with notice or lapse of time or both, would constitute a default on the part of any party in the performance or payment of any Material Contract. No notice, waiver, consent or approval is required (or the lack of which would give rise to a right of termination, cancellation or acceleration of, or entitle any party to accelerate, whether after the giving of notice or lapse of time or both, any obligation under such contractthe Material Contracts) under or relating to any Material Contract in connection with the execution, delivery and performance of the C/C Transaction Agreements or the consummation of the transactions contemplated thereby.

Contracts. (a) Except as disclosed in Section 2.13 3.10(a) of the Company Disclosure Schedule lists and for any Contracts that are listed as an exhibit to a Company SEC Filing and that have been filed with the following agreements SEC, the Company is not a party to or bound by any Contract (written other than a Material Real Property Lease) that, in each case: (i) is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K promulgated by the SEC) with respect to the Company; (ii) relates to any indenture, credit agreement, loan agreement, security agreement, guarantee, note, mortgage or oralother Contract relating to indebtedness for borrowed money or deferred payment (in either case, whether incurred, assumed, guaranteed or secured by any asset) in excess of $100,000; (iii) required in the past fiscal year or is reasonably likely to require in the current fiscal year either (A) annual payments from Third Parties to the Company of at least $100,000 in the aggregate or (B) annual payments from the Company to Third Parties of at least $100,000 in the aggregate; (iv) relates to any acquisition by the Company of a business or any material assets (other than acquisitions of inventory or equipment in the ordinary course of business) pursuant to which the Company has continuing indemnification or other contingent payment or guarantee obligations, in each case, that could result in payments in excess of $100,000; (v) is a Contract between or among the Company, on the one hand, and any directors, executive officers (as such term is defined in the Exchange Act) or five percent (5%) stockholders of the Company (other than the Company), on the other hand, other than employment, indemnification, stock option or similar Contracts entered into in the ordinary course of business; (vi) (A) involves any employees of the Company (other than executive officers (as such term is defined in the Exchange Act)) and (x) creates severance, stock, stock option or any Subsidiary similar obligations for the Company (other than pursuant to Company Plans or Company Stock Plans), or (y) requires payment of total annual compensation in excess of $100,000 (excluding any “at will” employment Contracts) or (B) involves any individual consultants and requires payment by its terms of total annual compensation in excess of $100,000; (vii) provides for exclusivity or any similar requirement or pursuant to which the Company is restricted with respect to the research, development, manufacturing, supply, promotion, testing, distribution, marketing, licensing, commercializing or sale of any Covered Product; (viii) contains any covenant granting “most favored nation” status with respect to any Covered Product; (ix) provides for the grant of a material license or receipt of a material license or grant of other material right with respect to Company Intellectual Property which is material to the Company (except for receipt of a license to commercially available off-the-shelf software with a replacement cost and/or annual license fees of less than $100,000); (x) provides for indemnification by the Company of any Person, except for any such Contract that is not material to the Company, entered into in the ordinary course of business consistent with past practice, or a license by the Company of any Intellectual Property rights entered into in the ordinary course of business consistent with past practice; (xi) is a party as settlement, conciliation or similar agreement (x) with any Governmental Entity or (y) which would require the Company to pay consideration of more than $100,000 after the date of this Agreement:; or (ixii) is otherwise material to the Covered Products or material to any agreement (or group of material Company Intellectual Property related agreements) for to the lease of personal property from or to third parties providing for lease payments in excess of $25,000 per annum or having a remaining term longer than 12 months;Covered Products; or (iixiii) contains any agreement (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services covenant that (A) which calls for performance over a period limits the ability of more than one yearthe Company to engage in any line of business or to compete with any Person or operate at any location, (B) which involves more than could require the sum disposition of $25,000any material assets or line of business of the Company, or (C) in which prohibits or limits the Company or any Subsidiary has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party; (iii) any agreement which, to the knowledge of the Company, establishes a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement concerning confidentiality or noncompetition; (vi) any employment or consulting agreement; (vii) any agreement involving any officer, director or stockholder right of the Company to research, develop, manufacture, supply, promote, test, distribute, market, license, commercialize or sell any affiliateCovered Products or use, as defined transfer, license, distribute or enforce any Company Intellectual Property, in Rule 12b-2 under the Exchange Act each case, with respect to this clause (an “Affiliate”C), thereof;which is material to the Company. Each Contract of the type described in Sections 3.10(a)(i) through (xiii) and each Contract that is listed as an exhibit to a Company SEC Filing is referred to herein as a “Company Material Contract.” The Company has made available to Purchaser prior to the date of this Agreement a complete and correct copy of each Company Material Contract. (viiib) any agreement under which Except for matters that, individually or in the consequences of a default or termination aggregate, would reasonably be expected to not have a Company Material Adverse Effect; (ix) any agreement which contains any provisions requiring the Company or any Subsidiary to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); and (x) any other agreement (or group of related agreements) either involving more than $25,000 or not entered into in the Ordinary Course of Business. (b) The Company has delivered or made available to the Parent a complete and accurate copy of each agreement listed in Section 2.13 of the Disclosure Schedule. With respect to each agreement so listed, and except as set forth in Section 2.13 of the Disclosure Schedule: (i) the agreement each Company Material Contract is legal, valid, a valid and binding and enforceable and in full force and effect; (ii) the agreement will continue to be legal, valid, binding and enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; and (iii) neither the Company nor any Subsidiary nor, to the knowledge obligation of the Company, any enforceable against the Company in accordance with its terms, subject to (x) bankruptcy, insolvency (including all Laws relating to fraudulent transfers), reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and (y) the effect of rules of law and general principles of equity, including rules of law and general principles of equity governing specific performance, injunctive relief, other partyequitable remedies (regardless of whether such enforceability is considered in a proceeding in equity or at law), concepts of materiality, reasonableness, good faith and fair dealing and the discretion of the court before which a proceeding is brought (clause (x) and (y) collectively, the “Enforceability Exception”), (ii) to the Knowledge of the Company, each Company Material Contract is a valid and binding obligation of the counterparty thereto, enforceable against such counterparty in accordance with its terms, subject to the Enforceability Exception, (iii) the Company is not, and, to the Company’s Knowledge, no counterparty is, in breach or violation of, or default under, any such agreementCompany Material Contract, (iv) to the Company’s Knowledge, the Company has not received any written claim of default under any Company Material Contract, and no event has occurred, is pending or, (v) to the knowledge of Company’s Knowledge, the Company, is threatened, which, after the giving of notice, with lapse of timeCompany has not received any written notice from any Third Party to any Company Material Contract that such Third Party intends to terminate, or otherwise, would constitute a breach or default by the Company or any Subsidiary or, to the knowledge of the Companynot renew, any other party under such contractCompany Material Contract.

Contracts. (a) Except as listed in Section 2.13 3.19(a) of the Company Disclosure Schedule lists the following agreements (written or oral) to which Letter, neither the Company or nor any Company Subsidiary is a party as of the date of this Agreementto or bound by: (i) any agreement relating to Indebtedness (other than agreements among direct or group of related agreementsindirect wholly owned Company Subsidiaries) for the lease of personal property from or to third parties providing for lease payments in excess of $25,000 per annum or having a remaining term longer than 12 months10,000; (ii) any agreement (joint venture, partnership, limited liability company or group other similar agreements or arrangements relating to the formation, creation, operation, management or control of related agreements) for the purchase any partnership or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, (B) which involves more than the sum of $25,000, or (C) in which joint venture material to the Company or any Subsidiary has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain partyits Subsidiaries; (iii) any agreement whichor series of related agreements, including any option agreement, relating to the knowledge acquisition or disposition of the Companyany business or material real property (whether by merger, establishes a partnership sale of stock, sale of assets or joint ventureotherwise); (iv) except as set forth under the caption “Related Party Revenue” in footnote 2 and in footnotes 6 and 7 to the financial statements contained in the Company’s Form 10-Q for the quarter ending September 30, 2007, except as set forth under the caption “Certain Relationships and Related Transactions” in the Company’s definitive proxy statement on Form 14A for the Company’s June 20, 2007 annual meeting of stockholders, and except for Warrants disclosed in Section 3.3(a) of the Company Disclosure Letter, any agreement entered into with (A) any Person directly or group indirectly owning, controlling or holding with power to vote, 5% or more of related agreementsthe outstanding voting securities of the Company or any Company Subsidiary, (B) under any Person 5% or more of the outstanding voting securities of which it has createdare directly or indirectly owned, incurred, assumed controlled or guaranteed held with power to vote by the Company or any Company Subsidiary or (C) any current or may create, incur, assume former director or guaranteeofficer of the Company or any Company Subsidiary or any “associates” or members of the “immediate family” (as such terms are respectively defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act) indebtedness (including capitalized lease obligations) involving more than $25,000 of any such director or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangibleofficer; (v) any agreement concerning confidentiality (including any exclusivity agreement) that purports to limit or noncompetitionrestrict in any material respect either the type of business in which the Company or the Company Subsidiaries (or, after the Effective Time, the Surviving Corporation or its Subsidiaries) may engage or the manner or locations in which any of them may so engage in any business (including any covenant not to compete or not to solicit employees) or which could require the disposition of any material assets or line of business of the Company or the Company Subsidiaries or, after the Effective Time, the Surviving Corporation or its Subsidiaries; (vi) any employment sales, distribution, agency, commission-based or consulting agreementother similar agreement providing for the sale by the Company or any Company Subsidiary of materials, supplies, goods, services, equipment or other assets involving payments to or by the Company or any Company Subsidiary in excess of $100,000 in the aggregate or that are otherwise material to the Company and the Company Subsidiaries taken as a whole; (vii) other than agreements with content suppliers and agreements pursuant to which the Company received or made, or reasonably expects to receive or make, payment of less than $50,000 in any calendar year, any agreement involving with a term longer than one year that cannot be cancelled upon 60 days notice without any officermaterial penalty, director premium or stockholder other liability or that provides for continuing indemnification obligations of the Company or any affiliate, as defined in Rule 12b-2 under the Exchange Act (an “Affiliate”), thereofof its Subsidiaries; (viii) any agreement under which the consequences of a default or termination would reasonably be expected to have a Company Material Adverse Effectwith any Governmental Entity; (ix) any agreement which contains relating to any provisions requiring the Company interest rate, currency or any Subsidiary to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale commodity derivatives or license of products entered into in the Ordinary Course of Business); andhedging transaction; (x) any agreement (including keepwell agreement) under which (A) any Person has directly or indirectly guaranteed any liabilities or obligations of the Company or any Company Subsidiary or (B) the Company or any Company Subsidiary has directly or indirectly guaranteed liabilities or obligations of any other Person (in each case other than endorsements for the purpose of collection in the ordinary course of business); (xi) any “take-or-pay” agreements or agreements with “most-favored nations” pricing or other terms; or (xii) any other agreement (the termination or group breach of related agreements) either involving more than $25,000 which or not entered into the failure to obtain consent in the Ordinary Course respect of Businesswhich is reasonably likely to result in a Company Material Adverse Effect. (b) The Company has delivered agreements, commitments, arrangements and plans listed or made available required to the Parent a complete and accurate copy of each agreement be listed in Section 2.13 3.19(a) of the Company Disclosure ScheduleLetter, together with the Intellectual Property Licenses listed in Section 3.18(j), are referred to herein as the “Company Contracts”. With respect to each Each Company Contract is a valid and binding agreement so listedof the Company or a Company Subsidiary, as the case may be, and except as set forth in Section 2.13 of the Disclosure Schedule: (i) the agreement is legal, valid, binding and enforceable and in full force and effect; , except as such enforceability may be limited by bankruptcy, insolvency, moratorium and other similar laws affecting the enforcement of creditors rights and by general principles of equity (ii) the agreement will continue to be legalregardless of whether enforceability is considered in a proceeding at law or in equity), valid, binding and enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; and (iii) neither the Company nor any Subsidiary nor, to the knowledge none of the Company, any other party, is in breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Company or any Subsidiary or, to the knowledge of the Company, any other party thereto is in default or breach in any material respect under the terms of, or has provided any notice of any intention to terminate, any such contractCompany Contract and, to the knowledge of the Company, no event or circumstance has occurred, or will occur by reason of this Agreement or the consummation of any of the Transactions contemplated hereby, that, with notice or lapse of time or both, would constitute any event of default thereunder or would result in a termination thereof. True, correct and complete copies of (i) each such Company Contract (including all modifications and amendments thereto and waivers thereunder) and (ii) all form contracts, agreements or instruments used in and material to the Business have been made available to Parent.

Contracts. (a) Section 2.13 2.15 of the Disclosure Schedule lists the following agreements (written or oral) to which the Company or any Subsidiary Seller is a party as of the date of this Agreement: (i) any agreement (or group of related agreements) for the lease of personal property from or to third parties providing for lease payments in excess of $25,000 per annum or having a remaining term longer than 12 months; (ii) any agreement (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, (B) which involves more than the sum of $25,000, or (C) in which the Company or any Subsidiary Seller has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party; (iii) any agreement whichproviding for any royalty, milestone or similar payments by the Seller with respect to the knowledge development or sale of the Company, establishes a partnership or joint ventureany product; (iv) any agreement concerning the establishment or operation of a partnership, joint venture or limited liability company; (v) any agreement (or group of related agreements) under which it the Seller has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 or under which it has imposed (or may be required to impose) a Security Interest on any of its assets, tangible or intangible; (vvi) any agreement concerning confidentiality for the disposition of any significant portion of the assets or noncompetition; business of the Seller or any agreement for the acquisition of the assets or business of any other person (vi) any employment other than purchases of inventory or consulting agreementcomponents in the Ordinary Course of Business); (vii) any agreement concerning confidentiality, noncompetition or non-solicitation (excluding any confidentiality agreements with service providers, suppliers or employees of the Seller containing terms and conditions substantially as set forth in the Seller’s standard form of agreement, copies of which have previously been delivered or made available to the Buyer); (viii) any employment agreement, consulting agreement, severance agreement (or agreement that includes provisions for the payment of severance) or retention agreement, other than offer letters with employees (the form of which has been made available to the Buyer) providing for “at will” employment in the form used by the Seller in the Ordinary Course of Business; (ix) any settlement agreement or settlement-related agreement (including any agreement in connection with which any employment-related claim is settled); (x) any agreement involving any current or former officer, director or stockholder of the Company Seller or any affiliate, as defined in Rule 12b-2 under the Exchange Act (an “Affiliate”), Affiliate thereof; (viiixi) any agreement not otherwise listed in Section 2.15(a) of the Disclosure Schedule under which the consequences of a default or termination would reasonably be expected to have a Company Seller Material Adverse Effect; (ixxii) any agreement which contains any provisions requiring the Company or any Subsidiary Seller to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products or services entered into in the Ordinary Course of Business); (xiii) any agreements relating to grants, funding or other forms of assistance, including loans with interest at below market rates, received by the Seller from any Governmental Entity; (xiv) any agreement that would reasonably be expected to have the effect of prohibiting or impairing the conduct of the business of the Seller or the Buyer or any of its subsidiaries as currently conducted and as currently proposed to be conducted; and (xxv) any other agreement (or group of related agreements) either involving more than $25,000 or not entered into in the Ordinary Course of Business. (b) The Company Seller has delivered or made available to the Parent Buyer a complete and accurate copy of each agreement listed in Section 2.13 or Section 2.15 of the Disclosure Schedule. With respect to each agreement so listed, and except as set forth in Section 2.13 of the Disclosure Schedule: (i) the agreement is legal, valid, binding and enforceable and in full force and effect; (ii) the agreement is assignable by the Seller to the Buyer without the consent or approval of any party (except as set forth in Section 2.4 of the Disclosure Schedule) and will continue to be legal, valid, binding and enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; and (iii) neither the Company nor any Subsidiary Seller nor, to the knowledge of the CompanySeller, any other party, is in breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the knowledge of the CompanySeller, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Company or any Subsidiary Seller or, to the knowledge of the CompanySeller, any other party under such contractagreement.

Contracts. Except for contracts, commitments, plans, agreements and licenses described in Schedule 3.7, (true and complete copies of which will have been made available to Buyer on or prior to the Delivery Date), the Company is not a party to or subject to any: (a) Section 2.13 of the Disclosure Schedule lists the following agreements (written investment management or oral) to which the Company investment advisory or sub-advisory contract or any Subsidiary is a party as of the date of this Agreement: (i) any agreement (or group of related agreements) other contract for the lease provision of personal property from Investment Management Services or to third parties providing for lease payments in excess of $25,000 per annum or having a remaining term longer than 12 monthsBrokerage Services; (ii) any agreement (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, (B) which involves more than the sum of $25,000, or (C) in which the Company or any Subsidiary has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party; (iii) any agreement which, to the knowledge of the Company, establishes a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement concerning confidentiality or noncompetition; (vi) any employment or consulting agreement; (vii) any agreement involving any officer, director or stockholder of the Company or any affiliate, as defined in Rule 12b-2 under the Exchange Act (an “Affiliate”), thereof; (viii) any agreement under which the consequences of a default or termination would reasonably be expected to have a Company Material Adverse Effect; (ix) any agreement which contains any provisions requiring the Company or any Subsidiary to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); and (x) any other agreement (or group of related agreements) either involving more than $25,000 or not entered into in the Ordinary Course of Business. (b) The any agreement with respect to solicitation of prospective Clients or of prospective investors for the Mutual Funds; (c) plan or contract providing for bonuses, pensions, options, stock (or beneficial interest) purchases (or other securities or phantom equity purchases), deferred compensation, retirement payments, profit sharing, or the like; (d) employment contract, other than contracts terminable at will by the Company without liability for any penalty or severance payment; (e) contract for services involving payments by the Company in excess of one hundred thousand dollars ($100,000) per year, which is not terminable by the Company without liability for any termination payment on not more than thirty (30) days prior notice; (f) contract or agreement or series of related contracts or agreements for the purchase of any assets, material or equipment except purchase orders in the ordinary course of business for less than one hundred thousand dollars ($100,000) per contract or agreement or series of related contracts or agreements; (g) contract containing covenants limiting the freedom of the Company (or its Affiliates) to compete in any line of business or with any person or entity; (h) agreement providing for the borrowing or lending of money, and the Company has delivered or made available to the Parent a complete and accurate copy of each agreement listed in Section 2.13 of the Disclosure Schedule. With respect to each agreement so listedno obligations, and except as set forth disclosed in Section 2.13 of the Disclosure ScheduleBase Balance Sheet: (i) the agreement is legalfor borrowed money, valid, binding and enforceable and in full force and effect; (ii) evidenced by bonds, debentures, notes or similar instruments, (iii) to pay the agreement will continue to be legaldeferred purchase price of property or services, valid(iv) under leases that would, binding and enforceable and in full force and effect immediately following the Closing in accordance with GAAP, appear on the terms thereof as in effect immediately prior to the Closing; and (iii) neither the Company nor any Subsidiary nor, to the knowledge balance sheet of the Companylessee as a liability, any other party(v) secured by a Claim, is (vi) in breach or violation ofrespect of letters of credit, or default underbankers acceptances, any such agreement, and no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, with lapse of time, contingent or otherwise, would constitute a breach or default by the Company or any Subsidiary or, to the knowledge (vii) in respect of the Company, any other party under such contract.any

Contracts. (a) Section 2.13 2.15 of the Disclosure Schedule lists the following agreements written arrangements (including without limitation written or oralagreements) to which the Company or any Subsidiary Seller is a party as of the date of this Agreementparty: (i) any agreement written arrangement (or group of related agreementswritten arrangements) for the lease of personal property from or to third parties providing for lease payments in excess of involving more than $25,000 per annum or having a remaining term longer than 12 monthsyear; (ii) any agreement written arrangement (or group of related agreementswritten arrangements) for the purchase or sale of raw materials, commodities, supplies, products or for the furnishing or receipt of services other personal property (A) which calls for performance over a period of more than one year, (B) which involves more than the sum of $25,000, or (C) including without limitation any written arrangement in which the Company or any Subsidiary Seller has granted manufacturing rights, “"most favored nation” " pricing provisions or exclusive marketing or distribution rights relating to any products or territory or territory, has agreed to purchase a minimum quantity of goods or has agreed to purchase goods exclusively from a certain party), involving more than $100,000 during the most recent twelve months or involving an obligation in excess of $100,000 to be performed after the Closing; (iii) any written arrangement involving more than $100,000 (or group of related written arrangements) for the furnishing or receipt of services (including without limitation any written arrangement in which the Seller has agreed to purchase a minimum quantity of services or has agreed to purchase goods or services exclusively from a certain party); (iiiiv) any agreement which, to the knowledge of the Company, establishes written arrangement establishing a partnership or joint venture; (ivv) any agreement written arrangement (or group of related agreementswritten arrangements) under which it has created, incurred, assumed assumed, or guaranteed (or may create, incur, assume assume, or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 per year or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (vvi) any agreement written arrangement concerning confidentiality or noncompetition; (vi) any employment or consulting agreement; (vii) any agreement involving any officer, director or stockholder of the Company or any affiliate, as defined in Rule 12b-2 under the Exchange Act (an “Affiliate”), thereof; (viii) any agreement written arrangement under which the consequences of a default or termination would reasonably be expected termination, any director, officer or member of management of the Seller has reason to believe, could have a Company Material Adverse Effect; (ix) any agreement which contains any provisions requiring material adverse effect on the Company assets, business, financial condition, results of operations or any Subsidiary to indemnify any other party thereto (excluding indemnities contained in agreements for future prospects of the purchase, sale or license of products entered into in the Ordinary Course of Business)Seller; and (xviii) any other agreement written arrangement (or group of related agreementswritten arrangements) (A) not described (without regard to dollar amount) in paragraphs (i) through (vii) above and (B) either involving more than $25,000 50,000 or not entered into in the Ordinary Course of Business. (b) The Company Seller has delivered or made available to the Parent Buyer a correct and complete and accurate copy of each agreement written arrangement (as amended to date) listed in Section 2.13 2.15 of the Disclosure Schedule. With respect to each agreement written arrangement so listed, and except as set forth in Section 2.13 of the Disclosure Schedule: (i) the agreement written arrangement is legal, valid, binding and enforceable and in full force and effect; (ii) the agreement written arrangement is assignable by the Seller to the Buyer without the consent or approval of any party (except as set forth in Section 2.15 of the Disclosure Schedule) and will continue to be legal, valid, binding and enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; and (iii) neither the Company nor any Subsidiary nor, to the knowledge of the CompanySeller, any other party, no party is in breach or violation of, or default under, any such agreementdefault, and no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, occurred which with notice or lapse of time, or otherwise, time would constitute a breach or default by or permit termination, modification, or acceleration, under the Company written arrangement. The Seller is not a party to any oral contract, agreement or any Subsidiary orother arrangement which, if reduced to the knowledge written form, would be required to be listed in Section 2.15 of the Company, any other party Disclosure Schedule under such contractthe terms of this Section 2.15.

Contracts. (a) Section 2.13 3.11(a) of the Merger Partner Disclosure Schedule lists the following agreements (written or oral) to which the Company Merger Partner or any Subsidiary of its Subsidiaries is a party as of the date of this Agreement: (i) any agreement (or group of related agreements) for the lease of personal property from or to third parties providing for lease payments in excess of $25,000 150,000 per annum or having a remaining term longer than 12 six months; (ii) any agreement (or group of related agreements) that is not terminable without cause by Merger Partner with less than 120 days notice without penalty, including the payment of any termination fee or refund of amounts previously received, and that is for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, (B) which involves an aggregate of more than the sum of $25,000, 150,000 or (C) in which the Company Merger Partner or any Subsidiary of its Subsidiaries has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain particular party; (iii) any agreement whichconcerning the establishment or operation of a partnership, to the knowledge of the Company, establishes a partnership joint venture or joint venturelimited liability company; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 150,000 or under which it has imposed (or may impose) a Security Interest Lien on any of its assets, tangible or intangible; (v) any agreement concerning confidentiality for the disposition of any significant portion of the assets or noncompetitionbusiness of Merger Partner or any of its Subsidiaries (other than sales of products in the Ordinary Course of Business) or any agreement for the acquisition of the assets or business of any other entity (other than purchases of inventory or components in the Ordinary Course of Business); (vi) any employment or consulting agreement; (vii) any agreement involving any current or former officer, director or stockholder of the Company Merger Partner or any affiliate, as defined in Rule 12b-2 under the Exchange Act (an “Affiliate”), Affiliate thereof; (viii) any agreement under which the consequences of a default or termination would reasonably be expected likely to have a Company Merger Partner Material Adverse Effect; (ix) any agreement which contains any provisions requiring the Company Merger Partner or any Subsidiary of its Subsidiaries to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); (x) any agreement that could reasonably be expected to have the effect of prohibiting or impairing the conduct of the business of Merger Partner or any of its Subsidiaries or Public Company or any of its Subsidiaries as currently conducted and as currently proposed to be conducted; (xi) any agreement under which Merger Partner or any of its Subsidiaries is restricted from selling, licensing or otherwise distributing any of its technology or products, or providing services to, customers or potential customers or any class of customers, in any geographic area, during any period of time or any segment of the market or line of business; (xii) any agreement under which Merger Partner or any of its Subsidiaries has licensed any material Intellectual Property to or from any third party (excluding currently-available, off-the-shelf software programs that are licensed by Merger Partner or any of its Subsidiaries pursuant to “shrink wrap” licenses under which aggregate fees and royalties paid to the licensor do not exceed $50,000 annually); (xiii) any agreement that would entitle any third party to receive a license or any other right to intellectual property of Public Company or any of Public Company’s Affiliates following the Closing; and (xxiv) any other agreement (or group of related agreements) either (A) involving more than $25,000 150,000 or (B) not entered into in the Ordinary Course of Business. (b) The Company Merger Partner has delivered provided or made available to the Parent Public Company a complete and accurate copy of each agreement listed in Section 2.13 3.10 or Section 3.11 of the Merger Partner Disclosure Schedule. With respect to each agreement so listed, and except as set forth in Section 2.13 of the Disclosure Schedule: (i) the agreement is legal, valid, binding and enforceable and in full force and effect; (ii) the agreement will continue to be legal, valid, binding and enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; and (iii) neither the Company Merger Partner nor any Subsidiary of its Subsidiaries nor, to the knowledge of the CompanyMerger Partner, any other party, is in breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the knowledge of the CompanyMerger Partner, is threatened, which, after the giving of notice, with or without notice or lapse of time, or otherwiseboth, would constitute a breach breach, violation or default by the Company Merger Partner or any Subsidiary of its Subsidiaries or, to the knowledge of the CompanyMerger Partner, any other party under such contractagreement, except for breaches, violations or defaults that, individually or in the aggregate, have not had, and are not reasonably likely to have, a Merger Partner Material Adverse Effect. Neither Merger Partner nor any of its Subsidiaries has received any notice in writing from any other party, and, to the knowledge of Merger Partner, no party has threatened, to terminate, cancel, fail to renew or otherwise materially modify any such agreements the loss of which, individually or in the aggregate, is reasonably likely to have a Merger Partner Material Adverse Effect.

Contracts. (a) Section 2.13 2.13(a) of the Disclosure Schedule lists the following agreements (written or oral) currently in effect (either in whole or in part, including agreements with ongoing post-termination “tails” and ongoing post-termination obligations) to which the Company or any Subsidiary is a party as of the date of this Agreementparty: (i) any agreement (or group of related agreements) for the lease of personal property from or to third parties providing for lease payments in excess of twenty-five thousand dollars ($25,000 25,000) per annum or having a remaining term longer than 12 six (6) months; (ii) any agreement (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one (1) year, (B) which involves more than the sum of twenty-five thousand dollars ($25,000), or (C) in which the Company or any Subsidiary has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party; (iii) any agreement whichproviding for any royalty, to the knowledge of milestone or similar payments by the Company, establishes a partnership or joint venture; (iv) any agreement concerning the establishment or operation of a partnership, joint venture or limited liability company; (v) any agreement (or group of related agreements) under which it the Company has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement concerning confidentiality or noncompetitionIndebtedness; (vi) any employment agreement for the disposition of any significant portion of the assets or business of the Company (other than sales of products in the Ordinary Course of Business) or any agreement for the acquisition of the assets or business of any other entity (other than purchases of inventory or components in the Ordinary Course of Business); (vii) any employment, independent contractor or consulting agreement; (viiviii) any agreement, plan, or program providing for severance, retention payments, change in control payments or transaction-based bonuses; (ix) any agreement with a third party concerning Intellectual Property developments, confidentiality, non-competition and/or non-solicitation; (x) any settlement agreement or settlement-related agreement (including any agreement in connection with which any employment-related claim is settled); (xi) any agreement with any professional employer organization or similar arrangements; (xii) any agreement involving any current or former officer, director or stockholder of the Company or any affiliate, as defined in Rule 12b-2 under the Exchange Act (an “Affiliate”), Affiliate thereof; (viiixiii) any agreement under which the consequences of a default or termination would reasonably be expected in the future to have a Company Material Adverse Effectbe material to the Company; (ixxiv) any agreement which contains any provisions requiring the Company or any Subsidiary to indemnify any other party; (xv) any agreement relating to the research, development, commercialization, clinical trial, manufacturing, distribution, supply, marketing or co-promotion of any products, product candidates (including the Product) or devices in development by or which has been or which is being researched, developed, marketed, distributed, supported, sold or licensed out, in each case by or on behalf of the Company; (xvi) any agreement that purports to bind or otherwise could bind any Affiliate of the Buyer or any of its subsidiaries (other than the Company) in any way, including prohibiting such Affiliate from engaging in any business that they would otherwise have been permitted to engage in; (xvii) any agreement under which the Company is restricted or prohibited from selling, licensing or otherwise distributing any of its technology or products, or providing services to, customers or potential customers or any class of customers, or otherwise engaging in a material aspect of its business, in any geographic area, during any period of time or with any Person, or any segment of the market or line of business; (xviii) any agreement which would entitle any third party thereto (excluding indemnities contained in agreements for to receive a license or any other right to Intellectual Property of the purchase, sale Buyer or license any of products entered into in the Ordinary Course of Business)Buyer’s Affiliates following the Closing; and (xxix) any other agreement (or group of related agreements) either involving more than twenty-five thousand dollars ($25,000 25,000) or not entered into in the Ordinary Course of Business. (b) The Company has delivered or made available to the Parent Buyer a complete and accurate copy of (i) each agreement listed in Section 2.11, Section 2.12 or Section 2.13 of the Disclosure ScheduleSchedule and (ii) a complete and accurate list of any offer letters for current employees issued by the Company, and a copy of any such offer letter has heretofore been provided to the Buyer. With respect to each agreement so listed or required to be listed, and except as set forth in Section 2.13 of the Disclosure Schedule: (iA) the agreement is legal, valid, binding and enforceable and in full force and effect, subject to the Bankruptcy and Equity Exception; (ii) the agreement will continue to be legal, valid, binding and enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; and (iiiB) neither the Company nor any Subsidiary nor, to the knowledge of the Company, any other party, is in breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Company or any Subsidiary or, to the knowledge of the Company, any other party under such contractagreement; and (C) such agreement will continue to be legal, valid, binding, enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing.

Contracts. (a) Section 2.13 ‎‎Section 3.17(a) of the Company Disclosure Schedule lists sets forth a true and complete list, and the following agreements (written or oral) Company has made available to the Subscriber prior to the date hereof true and complete copies, of each Contract to which any member of the Company Group is a party that (other than, in each case, any Contract between the Company or any Subsidiary is a party as of wholly owned Company Subsidiary, on the date of this Agreement:one hand, and any other wholly owned Company Subsidiary, on the other hand): (i) is an Affiliate Contract; (ii) is a lease, sublease, license, occupancy agreement, concession or other Contract with respect to any agreement Leased Real Property (or group of related agreementsthe “Real Property Leases”) for the lease of personal property from or to third parties providing for lease that involves aggregate annual payments in excess of $25,000 per annum or having a remaining term longer than 12 months500,000; (iiiii) any agreement is a Contract involving aggregate consideration in excess of $3,000,000 per year (whether payable or group of related agreementsreceivable by the Company Group) for and that cannot be cancelled by the purchase Company Group without penalty or sale of products without more than ninety (90) days’ notice; (iv) is a partnership, joint venture or for the furnishing or receipt of services similar arrangement; (v) contains (A) covenants of the Company Group purporting to limit either the type or line of business in which calls for performance over a period the Company Group may engage or the geographic area in which any of more than one yearthem may so engage, (B) which involves more than “take or pay,” “requirements” or other similar provisions obligating a Person to provide the sum quantity of goods or services required by another Person or (C) pricing or margin provisions that provide “most favored nation” or similar provisions with respect to pricing; (vi) evidences the creation, incurrence, assumption or guarantee of Indebtedness of the Company Group in an amount in excess of $25,0001,000,000, or creation or incurrence of any Lien on any material property or asset of the Company Group; (vii) grants any rights of first refusal, rights of first negotiation or other similar rights to any Person with respect to the sale, transfer, pledge or disposition of any business, property or asset, or any Equity Security, of the Company Group; (viii) provides for the acquisition or disposition of any business (or material properties or assets) of or by the Company Group (including Equity Securities) (whether by merger, sale of Equity Securities, sale of assets, or otherwise), other than (1) Contracts entered prior to March 31, 2020 with no remaining material obligations, (2) any Contract that provides for the acquisition or disposition of inventory or supplies of or by the Company or any Company Subsidiary in the ordinary course of business and (3) nonexclusive licenses of Intellectual Property to any customer of the Company or any Company Subsidiary in the ordinary course of business; (ix) is a settlement Contract which materially affects the conduct of the Company Group’s businesses; (x) imposes exclusivity (other than non-competition covenants, which are addressed by clause ‎(v) above) or non-solicitation obligations on the Company Group, except for Contracts entered into in the ordinary course of business which impose exclusivity or non-solicitation obligations that are not material to the Company Group; (xi) requires the Company Group to make any capital commitment or capital expenditure in excess of $1,000,000 during any twelve -month period; (xii) is (A) a Contract pursuant to which the Company Group is granted rights under Intellectual Property of a third party that is material to the conduct of businesses of the Company Group other than Excluded Inbound Licenses, (B) a Contract pursuant to which the Company Group has granted rights under any Company Owned IP that is material to the business of the Company Group to any third parties, excluding Excluded Outbound Licenses, or (C) in a Contract to which the Company Group is a party or bound, which restricts, in any Subsidiary has granted manufacturing rightsmaterial respect, “most favored nation” pricing provisions the right of the Company Group to use or exclusive marketing or distribution rights relating exploit any Company Owned IP which is material to any products or territory or has agreed to purchase a minimum quantity the businesses of goods or services or has agreed to purchase goods or services exclusively from a certain party;the Company Group, excluding Excluded Inbound Licenses and Excluded Outbound Licenses; or (iiixiii) is a Contract with a Significant Supplier, Significant Customer or Significant Distributor (each, as defined below) or a Governmental Entity, other than (A) purchase orders entered into in the ordinary course of business or (B) requests for quotations or development Contracts with Significant Customers entered into in the ordinary course of business. (b) Each Contract listed (or required to be listed) on ‎‎Section 3.17(a) of the Company Disclosure Schedule (and any agreement whichContract entered into after the date hereof in accordance with, and not in violation of, the provisions of ‎‎Section 5.01 that would have been listed (or required to be listed) on ‎‎Section 3.17(a) of the Company Disclosure Schedule if it was entered into prior to the date hereof) is referred to herein as a “Company Material Contract.” No member of the Company Group is in breach of or default under the terms of any Company Material Contract (and the Company Group has not received any written notice regarding any such breach or default), and, to the knowledge of the Company, establishes no event has occurred that with notice or lapse of time or both would constitute a partnership breach or joint venture; (iv) default thereunder by any agreement (or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement concerning confidentiality or noncompetition; (vi) any employment or consulting agreement; (vii) any agreement involving any officer, director or stockholder member of the Company Group, where such breach or any affiliatedefault, as defined in Rule 12b-2 under the Exchange Act (an “Affiliate”)individually or together with other such breaches or defaults, thereof; (viii) any agreement under which the consequences of a default has been or termination would reasonably be expected to have a Company Material Adverse Effect; (ix) any agreement which contains any provisions requiring be material to the Company or any Subsidiary to indemnify any other party thereto (excluding indemnities contained in agreements for the purchaseGroup, sale or license of products entered into in the Ordinary Course of Business); and (x) any other agreement (or group of related agreements) either involving more than $25,000 or not entered into in the Ordinary Course of Business. (b) The Company has delivered or made available to the Parent taken as a complete and accurate copy of each agreement listed in Section 2.13 of the Disclosure Schedulewhole. With respect to each agreement so listed, and except as set forth in Section 2.13 of the Disclosure Schedule: (i) the agreement is legal, valid, binding and enforceable and in full force and effect; (ii) the agreement will continue to be legal, valid, binding and enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; and (iii) neither the Company nor any Subsidiary nor, to To the knowledge of the Company, no other party to any other party, Company Material Contract is in breach of or violation ofin default under the terms of any Company Material Contract where such breach or default, individually or default undertogether with other such breaches or defaults, any such agreement, and no event has occurred, is pending or, been or would reasonably be expected to be material to the knowledge Company Group, taken as a whole. Each Company Material Contract is a valid and binding obligation of the CompanyCompany Group and is in full force and effect, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Company or any Subsidiary or, subject to the knowledge of the Company, any other party under such contractBankruptcy and Equity Exception.

Contracts. (a) Section 2.13 2.12 of the Company Disclosure Schedule lists the following agreements (written or oral) to which the Company or any Company Subsidiary is a party as of the date of this Agreement:Agreement (other than the Transaction Documentation (as hereinafter defined)): (i) any agreement (or group of related agreements) for the lease of personal property from or to third parties providing which provides for lease payments in excess of $25,000 250,000 per annum or having and which has a remaining term longer than 12 monthsmonths and is not cancellable without penalty by the Company on sixty (60) days or less prior written notice; (ii) any agreement (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, is not cancellable without penalty by the Company on sixty (B60) which days or less prior written notice and involves more than the sum of $25,000250,000, or (CB) in which the Company or any Company Subsidiary has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party; (iii) any agreement which, to the knowledge of the Company, establishes a partnership material joint venture or joint venturelegal partnership; (iv) any agreement (that purports to limit in any material respect the right of the Company to engage in any line of business, or group of related agreements) under which it has created, incurred, assumed to compete with any person or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 or under which it has imposed (or may impose) a Security Interest on operate in any of its assets, tangible or intangiblegeographical location; (v) any agreement concerning confidentiality or noncompetition; (vi) any employment or consulting agreement; (vii) any agreement involving any officer, director or stockholder of the Company or any affiliate, affiliate (as defined in Rule 12b-2 under the Exchange Act Act) thereof (an “Affiliate”) (other than stock subscription, stock option, restricted stock, warrant or stock purchase agreements the forms of which have been made available to Parent), thereof; (viiivi) any agreement or commitment for capital expenditures in excess of $250,000, for a single project (it being represented and warranted that the liability under which the consequences of a default or termination would reasonably be expected to have a Company Material Adverse Effect; (ix) any agreement which contains any provisions requiring the Company or any Subsidiary to indemnify any other party thereto (excluding indemnities contained in all undisclosed agreements and commitments for the purchase, sale or license of products entered into capital expenditures does not exceed $1,000,000 in the Ordinary Course of Businessaggregate for all projects); and (xvii) any other agreement (or group of related agreements) either involving more than under which the Company is obligated to make payments or incur costs in excess of $25,000 or not entered into 250,000 in the Ordinary Course of Businessany year. (b) The Company has delivered or made available to the Parent a complete and accurate copy of each agreement listed in Section 2.13 2.12 of the Company Disclosure Schedule. With respect to each agreement so listed, and except as set forth in Section 2.13 2.12 of the Company Disclosure Schedule: (i) the agreement is a legal, valid, binding and enforceable obligation of the Company and in full force and effect; (ii) the agreement will continue , except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to be legal, valid, binding and enforceable and general principles of equity whether applied in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closinga court of law or a court of equity; and (iiiii) neither the Company nor any Company Subsidiary nor, to the knowledge of the Company, any other party, is in breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Company or any Company Subsidiary or, to the knowledge of the Company, any other party under such contract, except for any breach, violation or default that has not had and would not reasonably be anticipated to have a Company Material Adverse Effect.

Contracts. (a) Section 2.13 Except for this Agreement, neither the Company nor any of its Subsidiaries is a party to or bound by any Contract (i) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the Disclosure Schedule lists the following agreements (written or oralSEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Documents; (ii) which constitutes a Contract or commitment relating to indebtedness for borrowed money or the deferred purchase price of property (in either case, whether incurred, assumed, guaranteed or secured by any asset) in excess of $250,000; (iii) which contains any provision that would restrict or affect the conduct of business of any Affiliate of the Company (or any Affiliate of any such Affiliate of the Company); (iv) that (A) contains most favored customer pricing provisions or (B) grants any exclusive rights, rights of first refusal, rights of first negotiation or similar rights to any person, in each case under this clause (B) in a manner which is material to the business of the Company and its Subsidiaries, taken as a whole; (v) which was entered into after September 27, 2008 or not yet consummated for the acquisition or disposition, directly or indirectly (by merger or otherwise), of assets or capital stock or other equity interests of another person for aggregate consideration in excess of $250,000 (other than acquisitions or dispositions of assets in the ordinary course of business); (vi) which by its terms calls for aggregate payments by the Company or its Subsidiaries of more than $250,000 over the remaining term; (vii) which the Company or any Subsidiary of its Subsidiaries has continuing indemnification, “earn-out” or other contingent payment obligations, in each case, that would reasonably be expected to result in payments in excess of $250,000; or (viii) which grants any rights to any material Company Intellectual Property (other than commercially available, off-the-shelf software). Each Contract, arrangement, commitment, agreement, license, permit, bond, mortgage, indenture or understanding of the type described in clauses (i) through (vii) of this Section 4.11, whether or not set forth in the Company Disclosure Letter or in the Company SEC Documents, is referred to herein as a party “Company Contract” (for purposes of clarification, each “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement: (i) any agreement (, whether or group of related agreements) for not filed with the lease of personal property from or to third parties providing for lease payments in excess of $25,000 per annum or having SEC, is a remaining term longer than 12 months; (ii) any agreement (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, (B) which involves more than the sum of $25,000, or (C) in which the Company or any Subsidiary has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party; (iii) any agreement which, to the knowledge of the Company, establishes a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement concerning confidentiality or noncompetition; (vi) any employment or consulting agreement; (vii) any agreement involving any officer, director or stockholder Contract). A true and complete list of the Company or any affiliate, as defined Contracts is set forth in Rule 12b-2 under the Exchange Act (an “Affiliate”), thereof; (viiiSection 4.11(a) any agreement under which the consequences of a default or termination would reasonably be expected to have a Company Material Adverse Effect; (ix) any agreement which contains any provisions requiring the Company or any Subsidiary to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); and (x) any other agreement (or group of related agreements) either involving more than $25,000 or not entered into in the Ordinary Course of BusinessDisclosure Letter. (b) The Company has delivered or made available to the Parent a complete and accurate copy of each agreement listed in Section 2.13 of the Disclosure Schedule. With respect to each agreement so listed, and except as set forth in Section 2.13 of the Disclosure Schedule: (i) Each Company Contract is valid and binding on the agreement Company and any of its Subsidiaries that is legala party thereto, validas applicable, binding and enforceable and in full force and effect; (ii) the agreement will continue to be legal, valid, binding and enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; and (iiiii) neither the Company, each of its Subsidiaries and each other party to each Company nor Contract, has performed all obligations required to be performed by it under each Company Contract. To the Knowledge of the Company, no event or condition exists which constitutes, or, after notice or lapse of time or both, will constitute, a default under any Subsidiary nor, to such Company Contract on the knowledge part of the Company, any other party, is in breach of its Subsidiaries or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Company or any Subsidiary or, to the knowledge of the Company, any other party under such contractthereto.

Contracts. (a) Section 2.13 Schedule 3.13(a) identifies each of the Disclosure Schedule lists following Contracts used in connection with the following agreements (written or oral) Pipelogic Business to which the Company or any Subsidiary Pipelogic is a party or by which it or its properties is bound (each such identified Contract, a “Material Contract”): (i) any Contract that provides for the payment or potential payment by Pipelogic of more than $50,000 in any consecutive 12-month period or more than $50,000 over the remaining life of such Contract other than a Contract that (A) is terminable by any party thereto giving notice of termination to the other party thereto not more than sixty (60) days in advance of the proposed termination date and (B) even if so terminable, contains no post-termination obligations, termination penalties, buy-back obligations or similar obligations; (ii) any Contract that constitutes a purchase order or other Contract relating to the sale, purchase, lease or provision by Pipelogic of goods or services in excess of $50,000 in any 12-month period; (iii) any Contract that grants any Person the exclusive right to sell products or provide services within any geographical region other than a Contract that (A) is terminable by any party thereto giving notice of termination to the other party thereto not more than sixty (60) days in advance of the proposed termination date and (B) even if so terminable, contains no post-termination obligations, termination penalties, buy-back obligations or similar obligations; (iv) any Contract that purports to limit the freedom of Pipelogic to compete in any line of business or with any Person or to conduct business in any geographic location; (v) any Contract relating to the acquisition or disposition by Pipelogic of the equity or assets of any company or any operating business or Interest of another Person (by asset sale, stock sale, merger or otherwise); (vi) any Contract relating to the payment of any Tax or the filing of Tax Returns; (vii) any Contract that is for the sale of goods or services and has not been substantially completed by Pipelogic as of the date of this Agreement: (i) any agreement (or group of related agreements) for the lease of personal property from or to third parties providing for lease payments in excess of $25,000 per annum or having a remaining term longer than 12 months; (ii) any agreement (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services Agreement and which (A) which calls for performance over a period of more than one year, was entered into by Pipelogic on terms known at the time the Contract was entered into not to be commercially reasonable or (B) which involves more than was entered into with the sum of $25,000, or (C) in which the Company or any Subsidiary has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase expectation that Pipelogic would incur a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party; (iii) any agreement which, to the knowledge of the Company, establishes a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement concerning confidentiality or noncompetition; (vi) any employment or consulting agreement; (vii) any agreement involving any officer, director or stockholder of the Company or any affiliate, as defined in Rule 12b-2 under the Exchange Act (an “Affiliate”), thereofloss; (viii) any agreement under which Contract that was entered into outside of the consequences Ordinary Course of a default or termination would reasonably be expected to have a Company Material Adverse EffectBusiness of Pipelogic since December 31, 2017; (ix) any agreement which contains Contract constituting a partnership, joint venture or other similar Contract; (x) any provisions requiring Contract relating to indebtedness for borrowed money, any Contract creating a capital lease obligation, any Contract for the Company sale or factoring of accounts receivable, any Contract constituting a guarantee of debt of any other Person or any Subsidiary Contract requiring Pipelogic to indemnify maintain the financial position of any other party thereto Person; (excluding indemnities contained in xi) any Contract under which Pipelogic has made advances or loans to any other Person; (xii) any outstanding agreements for the purchaseof guaranty, sale surety or license of products indemnification (other than master services agreements entered into in the Ordinary Course of BusinessBusiness of Pipelogic), direct or indirect, by Pipelogic, in each case where the annual obligations under such agreement are more than $10,000; (xiii) any Contract pursuant to which (A) Intellectual Property Rights that are material to the Pipelogic Business or involving consideration in excess of $5,000 is licensed to Pipelogic (other than license agreement for unmodified “off-the-shelf” software on generally standard terms and conditions involving total consideration of less than $10,000) or (B) Pipelogic has granted a right with respect to Intellectual Property Rights that are material to the Pipelogic Business or involving consideration in excess of $5,000; (xiv) any Contract that provides for (A) the purchase or sale of real property or (B) the lease (including any master lease covering multiple items of personal property) of any item or items of personal property with a rental expense under such lease (whether for a single item or multiple items); (xv) any Contract providing for the deferred payment of any purchase price including any “earn out” or other contingent fee arrangement; (xvi) any Contract creating a Lien on any of the Pipelogic Assets that will not be discharged at or prior to the Closing; (xvii) any Contract between Pipelogic, on the one hand, and any Affiliate of Pipelogic, on the other hand (including any Contract providing for (A) compensation, the acceleration of benefits or the loss of any rights in connection with the consummation of the transactions contemplated by this Agreement or (B) the indemnification of such Affiliate by Pipelogic); (xviii) any Contract with any Seller or any current or former officer, director, member, manager, partner, equityholder, consultant or employee of Pipelogic or any of the foregoing; (xix) any Contract providing for the employment or engagement of any Person on a full time, part time, consulting or other basis; (xx) any Contract with any labor union or association or other Person representing or seeking to represent any employee of Pipelogic or any other individual who provides services to Pipelogic; (xxi) any Contract between Pipelogic and any Governmental Authority; (xxii) any Contract involving interest rate swaps, cap or collar agreements, commodity or financial future or option contracts or similar derivative or hedging Contracts; (xxiii) any Contract granting to any Person a right of first refusal, first offer or other right to purchase any of the Pipelogic Assets; (xxiv) any Contract requiring Pipelogic to make a payment as a result of the consummation of the transactions contemplated hereby; (xxv) any Contract containing a “most favored nation” clause or similar provision; and (xxxvi) any Contract with any professional employer organization, personnel staffing organization, employee leasing organization or other agreement (entity that provides personnel services or group of other employment related agreements) either involving more than $25,000 or not entered into in the Ordinary Course of Businessemployee benefit related services to Pipelogic. (b) The Company has delivered or made available True and complete copies (including all amendments) of each Material Contract have been furnished to Buyer. Each Material Contract is the legal, valid and binding obligation of Pipelogic, and, to the Parent a complete and accurate copy Knowledge of each agreement listed in Section 2.13 of the Disclosure Schedule. With respect to each agreement so listedSellers, and except as set forth in Section 2.13 of the Disclosure Schedule: (i) the agreement is legal, validany other Person party thereto, binding and enforceable and in full force and effect; (ii) against Pipelogic and, to the agreement will continue to be legalKnowledge of Sellers, validany other Person party thereto, binding and enforceable and in full force and effect immediately following the Closing in accordance with the its terms thereof as in effect immediately prior subject to the Closing; Creditors’ Rights. No Material Contract has been terminated, and (iii) neither the Company nor any Subsidiary Pipelogic nor, to the knowledge Knowledge of the CompanySellers, any other party, Person is in material breach or violation of, or default under, any such agreementthereunder, and to the Knowledge of Sellers no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, occurred that with notice or lapse of time, or otherwiseboth, would constitute a material breach or default default, or permit termination, modification in any manner adverse to Pipelogic or acceleration thereunder. No party has asserted or has (except by the Company operation of Legal Requirements) any right to offset, discount or otherwise ▇▇▇▇▇ any Subsidiary or, amount owing under any Material Contract except as expressly set forth in such Material Contract. There are no Material Waivers regarding any Material Contract that have not been disclosed in writing to the knowledge of the Company, any other party under such contractBuyer.

Contracts. (a) Section 2.13 Schedule 3.11 contains a complete and accurate list of the Disclosure Schedule lists the following agreements (written all existing Contracts and all amendments thereto and waivers thereunder of Seller or oral) to which the Company or any a Subsidiary is a party as of the date of this Agreementthat: (i) any agreement (or group of related agreements) for the lease of personal property from involve payments by or to third parties providing for lease payments Seller or a Subsidiary either of more than $100,000 per year or more than $250,000 in excess of $25,000 per annum or having a remaining the aggregate over the full term longer than 12 monthsthereof; (ii) any agreement (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, (B) which involves more than the sum of $25,000, or (C) in which the Company or any Subsidiary has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain partyare with Business Employees; (iii) contain any agreement which, to provision or covenant prohibiting or limiting the knowledge ability of Seller or a Subsidiary or a purchaser of the CompanyCATV Business to engage in any activity relating to or involving the CATV Business (including geographical restrictions) or to compete, establishes a partnership directly or joint ventureindirectly, with any Person; (iv) create or obligate Seller or a Subsidiary or a purchaser of the CATV Business to (i) provide funds to make any agreement investment in any Person (in the form of a loan, capital contribution, purchase of securities or group of related agreementsotherwise) under which it has created, incurred, assumed or guaranteed (ii) to participate in any joint venture or may create, incur, assume similar arrangement with respect to or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 affecting the CATV Business or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangiblethe Purchased Assets; (v) relate to any agreement concerning confidentiality material license affecting the CATV Business or noncompetition;the Purchased Assets; and (vi) any employment or consulting agreement; (vii) any agreement involving any officer, director or stockholder of the Company or any affiliate, as defined in Rule 12b-2 under the Exchange Act (an “Affiliate”), thereof; (viii) any agreement under which the consequences of a default or termination would reasonably be expected to have a Company Material Adverse Effect; (ix) any agreement which contains any provisions requiring the Company or any Subsidiary to indemnify constitute any other party thereto (excluding indemnities contained in agreements for the purchaseagreement, sale commitment, arrangement or license of products entered into plan not made in the Ordinary Course ordinary course of Businessbusiness that is material to the CATV Business (clauses (i) through (vi) collectively, the "Material Contracts"); and (x) any other agreement (or group of related agreements) either involving more than $25,000 or not entered into in the Ordinary Course of Business. (b) The Company has delivered aggregate remaining payment obligations under non-cancelable without premium or made available penalty (according to their terms) Assumed Contracts that are not required to be listed because they do not meet the Parent a complete and accurate copy of each agreement listed in Section 2.13 of the Disclosure Schedule. With respect to each agreement so listed, and except as dollar threshold amounts or other criteria set forth in Section 2.13 of the Disclosure Schedule: 3.11(a) will not exceed $100,000 for their remaining existing term (inot including any extensions or renewals thereof). (c) the agreement Each Material Contract is legal, valid, binding and enforceable against Seller or the applicable Subsidiary and, to Seller's knowledge, the other parties thereto in accordance with its terms and is in full force and effect; (ii) the agreement will continue to be legal. Except as set forth on Schedule 3.11, valid, binding and enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; and (iii) neither the Company Seller nor any Subsidiary norhas received any notice that it is in material default under or in breach of or is otherwise delinquent in any material manner in performance under any Material Contract, and, to the knowledge Seller's knowledge, each of the Companyother parties thereto has performed all material obligations required to be performed by it under, any other party, and is not in breach or violation of, or material default under, any such agreement, Material Contract and no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of noticeoccurred that, with notice or lapse of time, or otherwiseboth, would constitute such a breach material default. Seller or default by the Company or any a Subsidiary or, has made available to the knowledge Buyer true and complete copies of the Company, any other party under such contractall Material Contracts and amendments thereto.

Contracts. (a) Except as set forth in Section 2.13 3.12(a) of the Company Disclosure Schedule lists Letter, neither the following agreements Company, nor any Subsidiary, nor any Affiliated PC is a party to, nor is any of their respective properties or assets bound or affected by, any agreements, contracts, commitments, licenses (or sublicenses) or other instruments or obligations, whether written or oral) to which the Company or any Subsidiary is a party as of the date of this Agreement, that: (i) are or would be required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act or disclosed by the Company on a Current Report on Form 8-K; (ii) with respect to a joint venture, partnership, limited liability or other similar agreement or arrangement, relate to the formation, creation, operation, management or control of any agreement partnership or joint venture that is material to the business of the Company and the Subsidiaries and Affiliated PCs, taken as a whole; (iii) relate to indebtedness for borrowed money or any capitalized lease and having an outstanding principal amount, individually or in the aggregate, in excess of $200,000; (iv) were entered into after December 31, 2007 or not yet consummated, and involve the acquisition from another person or disposition to another Person, directly or indirectly (by merger or otherwise), of assets or capital stock or other equity interests of another Person for aggregate consideration under such Contract (or group series of related agreementsContracts), individually or in the aggregate, in excess of $250,000 (other than acquisitions or dispositions of inventory in the ordinary course of business); (v) for relate to an acquisition, divestiture, merger or similar transaction that contains representations, covenants, indemnities or other obligations (including indemnification, “earn-out” or other contingent obligations), that are still in effect and, individually or in the lease of personal property from or aggregate, could reasonably be expected to third parties providing for lease result in payments in excess of $25,000 per annum or having a remaining term longer than 12 months; (ii) any agreement (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, (B) which involves more than the sum of $25,000, or (C) in which the Company or any Subsidiary has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party; (iii) any agreement which, to the knowledge of the Company, establishes a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement concerning confidentiality or noncompetition250,000; (vi) other than an acquisition subject to clause (v) above, obligate the Company to make any employment capital commitment or consulting agreementcapital expenditure, other than acquisitions of inventory (including pursuant to any joint venture), individually or in the aggregate, in excess of $250,000; (vii) are guaranties, indemnities, surety bonds, commitments, and other similar primary, direct or contingent financial obligations whereby the Company or its Subsidiaries or Affiliated PCs may be liable or obligated for a debt or obligation of another (including without limitation all guaranties with respect to Company Leases); (viii) relates to the acquisition, transfer, development, licensing or sharing of any Intellectual Property or any other agreement involving any officer, director or stockholder affecting the ability of the Company or any affiliateof its Subsidiaries or Affiliated PCs to use or disclose any Intellectual Property, as defined in Rule 12b-2 under other than license agreements for off the Exchange Act (an “Affiliate”), thereofshelf software that is generally commercially available and less than $50,000; (viiiix) provide for aggregate commitments by the Company and/or its Subsidiaries or Affiliated PCs of more than $500,000 over the remaining term of such contract; (x) would prohibit or materially delay the consummation of the Merger; (xi) are otherwise material to the Company and its Subsidiaries and Affiliated PCs, taken as a whole; (xii) are agreements with any agreement under employee of any of the Company, a Subsidiary or an Affiliated PC creating severance, stock, stock option deferred compensation, severance or any similar obligations for the Company, a Subsidiary or an Affiliated PC, or requiring payment of total annual compensation in excess of $100,000; (xiii) are collective bargaining agreements; (xiv) are settlements, conciliation or similar agreements with any Governmental Authority or pursuant to which, after the execution date of this Agreement, the Company or any of its Subsidiaries or Affiliated PCs will be required to pay consideration in excess of $100,000; (xv) relate to an Affiliate Transaction; (xvi) are: (A) by and between or among the Company or any of its Subsidiaries on the one hand and any of the Affiliated PCs on the other; or (B) by and between or among the Company, any of its Subsidiaries, or any of the Affiliated PCs on the one hand, and any third party provider of all or any portion of the technical or professional component of healthcare services; (xvii) are by and between or among the Company, any of its Subsidiaries, any of the Affiliated PCs, and any Qualified Shareholder; or (xviii) are by and between or among the Company, any of its Subsidiaries, any of the Affiliated PCs, and any third party employer, pursuant to which Company, any of its Subsidiaries, and/or any Affiliated PC: (A) arranges for or provides for the consequences adequate staffing of physicians and other professional personnel at such third party employer’s-sponsored healthcare clinics; (B) agrees to assist such third party employer in the administration, management and/or operation of employee health programs; and/or (C) agrees to assist such third party employer in the administration, management and/or operation of any third party employer-sponsored pharmacy. (b) Each Contract disclosed or required to be disclosed in Section 3.12(a) of the Company Disclosure Letter is referred to herein as a default “Company Material Contract.” The Company has made available to the Buyer a true, complete and correct copy of each Company Material Contract, including any amendments, supplements or termination modifications thereto. (c) Except as set forth in Section 3.12(c) of the Company Disclosure Letter, each Company Material Contract is valid and binding on the Company and any of its Subsidiaries and any Affiliated PCs to the extent such Subsidiary or Affiliated PC is a party thereto, as applicable, and to the Knowledge of the Company, each other party thereto, and is in full force and effect and enforceable in accordance with its terms, except where the failure to be valid, binding, enforceable and in full force and effect, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect;. Neither the Company, nor any of its Subsidiaries, nor any Affiliated PC, nor, to the Company’s Knowledge, any other party to any Company Material Contract is in violation of or in default under (nor does there exist any condition which, upon the passage of time or the giving of notice or both, would cause such a violation of or default under) or has failed to perform under any Company Material Contract, except for violations, defaults and failures to perform that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. Each Company Material Contract fairly and accurately describes in all material respects all of the duties, obligations and responsibilities of the Company, each of its Subsidiaries and the Affiliated PCs with respect thereto. (ixd) Except for employment-related Contracts filed or incorporated by reference as an exhibit to a Company SEC Document filed prior to the date hereof or Company Employee Plans, Section 3.12(c) of the Company Disclosure Letter sets forth a correct and complete list of the Contracts that are in existence as of the date of this Agreement under which the Company has any agreement which contains any provisions requiring existing or future material liabilities between the Company or any Subsidiary to indemnify of its Subsidiaries, on the one hand, and, on the other hand, any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); and (x) any other agreement (or group of related agreements) either involving more than $25,000 or not entered into in the Ordinary Course of Business. (b) The Company has delivered or made available to the Parent a complete and accurate copy of each agreement listed in Section 2.13 of the Disclosure Schedule. With respect to each agreement so listed, and except as set forth in Section 2.13 of the Disclosure Schedule: (i) present officer or director of either the agreement is legalCompany or any of its Subsidiaries or any person that has served as such an officer or director or any of such officer’s or director’s immediate family members (excluding any person that served as a director or officer of any Subsidiary prior to its acquisition by the Company, validand such person’s immediate family members, binding and enforceable and in full force and effect; provided that such Person did not continue to serve as a director or officer after the date of such acquisition), (ii) record or beneficial owner of more than 5% of the agreement will continue to be legalShares as of the date hereof, valid, binding and enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; and or (iii) neither the Company nor any Subsidiary nor, to the knowledge Knowledge of the Company, any other party, is in breach or violation of, or default under, Affiliate of any such agreementofficer, and no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, with lapse of time, director or otherwise, would constitute a breach or default by owner (other than the Company or any Subsidiary orof its Subsidiaries) (each, an “Affiliate Transaction”). The Company has provided to the knowledge Buyer true, correct and complete copies of the Company, each Contract or other relevant documentation (including any other party under such contractamendments or modifications thereto) providing for each Affiliate Transaction.

Contracts. (a) Section 2.13 Schedule 5.10(a) sets forth all of the Disclosure Schedule lists the following agreements (written or oral) to which the Company or any Subsidiary is a party Contracts as of the date of this Agreement: Agreement (the “Material Contracts”): (i) any agreement Contract between an Acquired Company, on the one hand, and any Affiliate of either Acquired Company or the Seller, on the other hand; (ii) any Contract that provides for gathering, transportation, marketing, processing, treating or group storage services; (iii) any Contract that provides for (A) the construction or operation of processing plants, gathering systems or other related agreementsassets or (B) for the lease of personal property from acreage dedications or to third parties providing for lease minimum volume commitments, in each case involving annual payments or receipts in excess of $25,000 per annum 250,000 and that is not cancelable without further penalty or having a remaining term longer than 12 months; (ii) any agreement (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of other material payment on not more than one year, thirty (B30) which involves more than the sum of $25,000, or (C) in which the Company or any Subsidiary has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party; days’ prior written notice; (iii) any Contract evidencing Indebtedness of the Acquired Companies or creating any security interest, lien or encumbrance (other than Permitted Encumbrances and other than any of the Easements) on any asset of any Acquired Company; (iv) any Contract that constitutes an area of mutual interest agreement or any other agreement that purports to restrict, limit or prohibit the manner in which, or the locations in which, the Acquired Companies conduct business that will be binding on the Acquired Companies after the Closing; and (v) any other Contract to which an Acquired Company is a beneficiary or obligor that can reasonably be expected to result in aggregate payments or receipts by an Acquired Company of more than $250,000 during the current or any subsequent year. (b) Except as set forth on Schedule 5.10(b), each Material Contract set forth (or required to be set forth) on Schedule 5.10(a) is a legal, valid and binding obligation against the applicable Acquired Company and, to the knowledge of Seller, each other party thereto, is enforceable in accordance with its terms against the applicable Acquired Company, establishes and to the knowledge of Seller, each other party thereto and is in full force and effect, subject to any bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other Laws, now or hereafter in effect, relating to or limiting creditors’ rights generally and to general principles of equity (regardless of whether such enforceability is considered in a partnership proceeding in equity or joint venture; (iv) at Law). Neither the applicable Acquired Company nor, to the knowledge of Seller, any agreement (other party thereto, is in default under any Material Contract, and no event, occurrence, condition or group act has occurred that, with the giving of related agreements) under which it has creatednotice, incurredthe lapse of time or the happening of any other event or condition, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement concerning confidentiality or noncompetition; (vi) any employment or consulting agreement; (vii) any agreement involving any officer, director or stockholder of the Company or any affiliate, as defined in Rule 12b-2 under the Exchange Act (an “Affiliate”), thereof; (viii) any agreement under which the consequences of would become a default or termination event of default by such Acquired Company or, to the knowledge of Seller, any other party thereto, that in each case would reasonably be expected to have a Company Material Adverse Effect; (ix) any agreement which contains any provisions requiring the Company or any Subsidiary to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); and (x) any other agreement (or group of related agreements) either involving more than $25,000 or not entered into in the Ordinary Course of Business. (b) The Company has delivered or made available to the Parent a complete and accurate copy of each agreement listed in Section 2.13 of the Disclosure Schedule. With respect to each agreement so listed, and except as set forth in Section 2.13 of the Disclosure Schedule: (i) the agreement is legal, valid, binding and enforceable and in full force and effect; (ii) the agreement will continue to be legal, valid, binding and enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; and (iii) neither the Company nor any Subsidiary nor, to the knowledge of the Company, any other party, is in breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Company or any Subsidiary or, to the knowledge of the Company, any other party under such contract.

Contracts. (a) Section 2.13 of the Disclosure Schedule lists the following agreements The Company has made available to Parent true, correct and complete copies of, all contracts, agreements, commitments, arrangements, leases (written or oralincluding with respect to personal property) and other instruments to which the Company or any Subsidiary of its Subsidiaries is a party as of the date hereof or by which the Company, any of this Agreementits Subsidiaries or any of their respective properties or assets is bound as of the date hereof which: (i) would be required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act or disclosed by the Company on a Current Report on Form 8-K; (ii) contains covenants that limit the ability of the Company or any agreement of its Subsidiaries (or group which, following the consummation of related agreementsthe Merger, could materially restrict the ability of the Surviving Corporation) to compete in any material line of business of the Company or any of its Subsidiaries, except for any such contract that may be canceled without any penalty or other liability to the lease Company or any of personal property from its Subsidiaries upon notice of 60 days or less; (iii) with respect to third parties providing a joint venture, partnership, limited liability or other similar agreement or arrangement relating to the formation, creation, operation, management or control of any partnership or joint venture that is material to the business of the Company and the Subsidiaries, taken as a whole; (iv) involve any exchange-traded or over-the-counter swap, forward, future, option, cap, floor or collar financial contract, or any other interest-rate or foreign currency protection contract, other than any such contracts entered into in the ordinary course of business; (v) relate to (A) indebtedness for lease borrowed money and having an outstanding principal amount in excess of $50,000,000 or (B) conditional sale arrangements, the sale, securitization or servicing of loans or loan portfolios, in each case in connection with which the aggregate actual or contingent obligations of the Company and its Subsidiaries under such contract are greater than $50,000,000; (vi) was entered into after December 31, 2005, involving the acquisition or disposition, directly or indirectly (by merger or otherwise), of assets or capital stock or other equity interests of another person for aggregate consideration under such contract in excess of $50,000,000 (other than acquisitions or dispositions of assets in the ordinary course of business, including acquisitions and dispositions of inventory); (vii) by its terms calls for aggregate payments by the Company and its Subsidiaries or aggregate payments to the Company and its Subsidiaries under such contract of more than $25,000,000 over the remaining term of such contract; (viii) with respect to any acquisition by the Company or its Subsidiaries pursuant to which the Company or any of its Subsidiaries has continuing indemnification, “earn-out” or other contingent payment obligations, in each case, that could result in payments in excess of $25,000 per annum or having a remaining term longer than 12 months; (ii) any agreement (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, (B) which involves more than the sum of $25,000, or (C) in which the Company or any Subsidiary has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party; (iii) any agreement which, to the knowledge of the Company, establishes a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement concerning confidentiality or noncompetition; (vi) any employment or consulting agreement; (vii) any agreement involving any officer, director or stockholder of the Company or any affiliate, as defined in Rule 12b-2 under the Exchange Act (an “Affiliate”), thereof; (viii) any agreement under which the consequences of a default or termination would reasonably be expected to have a Company Material Adverse Effect25,000,000; (ix) involve any agreement which contains directors, executive officers or 5% stockholders of the Company that cannot be canceled by the Company within 30 days’ notice without liability, penalty or premium; (x) involve any provisions requiring labor union or other employee organization, including any works council or foreign trade union or trade association; (xi) obligate the Company or any Subsidiary of its Subsidiaries to indemnify any provide indemnification or a guarantee, other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into than obligations incurred in the Ordinary Course ordinary course of Business)business or involve amounts in excess of $25,000,000; andor (xxii) any other agreement is an IP License. Each contract of the type described in clauses (or group of related agreementsi) either involving more than $25,000 or not entered into in the Ordinary Course of Businessthrough (xii) is referred to herein as a “Material Contract”. (b) The Company has delivered or made available to the Parent Except as would not have a complete and accurate copy of each agreement listed in Section 2.13 of the Disclosure Schedule. With respect to each agreement so listedMaterial Adverse Effect, and except as set forth in Section 2.13 of the Disclosure Schedule: (i) each Material Contract is valid and binding on the agreement Company and any Subsidiary of the Company which is legala party thereto and, validto the Knowledge of the Company, binding each other party thereto, and enforceable and in full force and effect; (ii) the agreement will continue to be legal, valid, binding and enforceable and is in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; and (iiiii) neither the Company nor and its Subsidiaries have performed and complied with all obligations required to be performed or complied with by them under each Material Contract. There is no default under any Subsidiary norMaterial Contract by the Company or any of its Subsidiaries or, to the knowledge Knowledge of the Company, by any other party, is in breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, to occurred that with the knowledge lapse of the Company, is threatened, which, after time or the giving of notice, with lapse of time, notice or otherwise, both would constitute a breach or default thereunder by the Company or any Subsidiary orof its Subsidiaries, or to the knowledge Knowledge of the Company, by any other party under such contractparty, except which would not have a Material Adverse Effect.

Contracts. (a) Section 2.13 3.11 (a) of the Company Disclosure Schedule lists the following agreements (written identifies each material license agreement, development agreement, manufacturing agreement, distribution agreement, OEM agreement or oral) other agreement to which the Company or any Subsidiary is a party party. (b) Except as set forth on Section 3.11(b) of the date of this AgreementCompany Disclosure Schedule: (i) any agreement (The Company has no agreements, contracts or group of related agreements) commitments that call for the lease of personal property from prospective fixed and/or contingent payments or expenditures by or to third parties providing for lease payments the Company of more than $50,000 other than those entered into in excess the ordinary course of $25,000 per annum or having a remaining term longer than 12 monthsits business concerning the sale of Company Products; (ii) any agreement (The Company has no purchase agreement, contract or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which commitment that calls for performance over a period of more than one year, (B) which involves more than the sum of $25,000, or (C) in which fixed and/or contingent payments by the Company or any Subsidiary has granted manufacturing rightsthat are in excess of the normal, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity ordinary and usual requirements of goods or services or has agreed to purchase goods or services exclusively from a certain partythe Company's business; (iii) There is no outstanding sales contract, commitment or proposal (including, without limitation, development projects) of the Company that is reasonably likely to result, either individually or in the aggregate, in any agreement which, Material Adverse Change to the knowledge of the Company, establishes a partnership Company upon completion or joint ventureperformance thereof; (iv) The Company has no outstanding agreements, contracts or commitments with officers, employees, agents, consultants, advisors, salesmen, sales representatives, distributors or dealers that are not cancelable by it on notice of not longer than thirty days and without liability, penalty or premium exceeding $50,000 in any agreement (single instance or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible75,000 in the aggregate; (v) The Company has not entered into any agreement concerning confidentiality employment, independent contractor or noncompetitionsimilar agreement, contract or commitment that is not terminable on not more than thirty days' notice without penalty or liability of any type, including without limitation severance or termination pay; (vi) any employment The Company has no collective bargaining or consulting agreementunion agreements, contracts or commitments; (vii) The Company is not restricted by agreement from competing with any agreement involving person, from carrying on its business anywhere in the world or otherwise operating its business in any officer, director or stockholder of the Company or any affiliate, as defined in Rule 12b-2 under the Exchange Act (an “Affiliate”), thereofmanner it deems appropriate; (viii) The Company has not guaranteed any agreement under which the consequences obligations of a default other Persons or termination would reasonably be expected made any agreements to have a Company Material Adverse Effect;acquire or guarantee any obligations of other Persons; and (ix) The Company has no outstanding loan or advance to any agreement which contains Person; nor is it party to any provisions requiring line of credit, standby financing, revolving credit or other similar financing arrangement of any sort that would permit the borrowing by the Company or of any Subsidiary to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into sum not reflected in the Ordinary Course of Business); and (x) any other agreement (or group of related agreements) either involving more than $25,000 or not entered into in the Ordinary Course of BusinessCompany Financial Statements. (bc) The Company has delivered or made available to the Parent Purchasers or their legal counsel accurate and complete copies of all written contracts identified in Section 3.11 (a) and (b) of the Company Disclosure Schedule, including all amendments thereto. Sections 3.1l (a) and (b) of the Company Disclosure Schedule contain a complete list of all the material contracts to which the Company is a party. The Company has not entered into any material oral contracts. Each contract identified in Sections 3.11 (a) and accurate copy of each agreement listed in Section 2.13 (b) of the Company Disclosure Schedule. With respect to each agreement so listed, and except as set forth in Section 2.13 of the Disclosure Schedule: Schedule (ia "COMPANY MATERIAL CONTRACT") the agreement is legal, valid, binding and enforceable valid and in full force and effect; , is enforceable by the Company in accordance with its terms, subject to (i) laws of general application relating to insolvency and the relief of debtors and (ii) the agreement rules of law governing specific performance, injunctive relief and other equitable remedies, and will continue to be legal, valid, binding and enforceable and in full force and effect so immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; and (iii) neither the Company nor Date. No such contract, agreement or instrument contains any Subsidiary norliquidated damages, to the knowledge of penalty or similar provision. To the Company's knowledge, no party to any other partysuch contract, is in breach agreement or violation ofinstrument intends to cancel, withdraw, modify or amend such contract, agreement or instrument. (i) The Company has not violated or breached, or committed any default under, any such agreementCompany Material Contract in any material respect, and and, to the Company's knowledge, no other Person has violated or breached, or committed any default under, any Company Material Contract in any material respect; and (ii) to the Company's knowledge, no event has occurred, is pending orand no circumstance or condition exists, that (with or without notice or lapse of time) will, or could reasonably be expected to, (A) result in a material violation or breach of any of the provisions of any Company Material Contract, (B) give any Person the right to declare a default or exercise any remedy under any Company Material Contract, (C) give any Person the knowledge right to accelerate the maturity or performance of any Company Material Contract or (D) give any Person the right to cancel, terminate or modify any Company Material Contract. (e) None of the Company's Material Contracts contains any provision which would require the consent of third parties to the sale and issuance of the Purchased Securities or the subsequent sale of any of the Preferred Shares, is threatenedConversion Shares and Warrant Shares, which, after the giving of notice, with lapse of timeabove, or otherwise, would constitute a breach or default by the Company or any Subsidiary or, to the knowledge of the Company, other transactions as contemplated hereunder or under any other party under of the Related Agreements or which would be altered as a result of such contracttransaction.

Contracts. (a) Section 2.13 Schedule 4.12(a) contains an accurate and complete list, and the PEARL Group Members have delivered to Purchaser or made available to Purchaser to review accurate and complete copies (to the extent such are memorialized in writing), of each of the Disclosure Schedule lists the following agreements (written or oral) to which the Company or any Subsidiary is a party as of the date of this Agreementsince December 31, 2006: (i) any agreement (or group of related agreements) for the lease of personal property from or to third parties providing for lease payments in excess of $25,000 per annum or having each Contract between a remaining term longer than 12 monthsPEARL Group Member and a Related Person; (ii) any agreement (Except for contracts, license or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, (B) which involves more than the sum of $25,000, or (C) in which the Company or any Subsidiary has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights other agreements relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party; (iii) any agreement which, to the knowledge of the Company, establishes a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness computer software used by PEARL Group Members (including capitalized lease obligations) involving more than $25,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement concerning confidentiality or noncompetition; (vi) any employment or consulting agreement; (vii) any agreement involving any officer, director or stockholder of the Company or any affiliate, as defined in Rule 12b-2 under the Exchange Act (an “Affiliate”specialized software for accounting and engineering applications), thereof; and except for contracts or other agreements (viiiincluding TSAs and MSAs) any agreement under which the consequences of a default or termination would reasonably be expected to have a Company Material Adverse Effect; (ix) any agreement which contains any provisions requiring the Company or any Subsidiary to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); and, each Contract that involves performance of services or delivery of goods or materials by a PEARL Group Member or to a PEARL Group Member, as the case may be, (A) of an amount or value in excess of $75,000.00 and (B) that is not cancelable with no more than 90 days notice; (xiii) each Contract (other than contracts for the acquisition of motor vehicles by any other agreement (or group of related agreementsPEARL Group Member) either involving more than $25,000 or that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of a PEARL Group Member in excess of $20,000.00; (iv) each Contract affecting the ownership of, leasing of, title to, use of or any leasehold or other interest in any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $20,000.00 and with a term of less than one year); (v) each Contract with any labor union or other employee representative of a group of employees relating to wages, hours and other conditions of employment; (vi) each Contract (however named) involving a sharing of profits, losses, costs or liabilities by a PEARL Group Member with any other Person; (vii) each Contract containing covenants that in any way purport to restrict a PEARL Group Member's current business activity or limit the freedom of a PEARL Group Member to engage in any line of business or to compete with any Person; (viii) each Contract providing for payments to or by any Person based on sales, purchases or profits, other than direct payments for goods or services; (ix) each power of attorney of a PEARL Group Member that is currently effective and outstanding; (x) each Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by a PEARL Group Member to be responsible for consequential damages; (xi) each Contract for capital expenditures in excess of $50,000.00; (xii) each Contract not denominated in U.S. dollars; and (xiii) each written warranty, guaranty or other similar undertaking with respect to contractual performance extended by a PEARL Group Member other than in the Ordinary Course of Business.; (b) The Company has delivered or made available to the Parent a complete and accurate copy of each agreement listed in Section 2.13 of the Disclosure Schedule. With respect to each agreement so listed, and except Except as set forth in Section 2.13 Schedule 4.12(b), Seller and its Affiliates do not have or currently may not acquire any rights under any Contract of the Disclosure Schedule: a PEARL Group Member or any of a PEARL Group Member's assets. (c) Except as set forth in Schedule 4.12(c): (i) unless completed in the agreement is legalOrdinary Course of Business or discharged due to the bankruptcy of a party thereto, valid, binding and enforceable and in full force and effect; (ii) the agreement will continue each Contract identified or required to be legal, valid, binding and enforceable and identified in Schedule 4.12(a) is in full force and effect immediately following the Closing and is valid and enforceable in accordance with its terms; (ii) no Contract identified or required to be identified in Schedule 4.12 (a) is subject to cancellation or termination as a result of the terms thereof as in effect immediately prior to the Closingtransactions contemplated herein; and and (iii) neither the Company nor any Subsidiary nor, no Contract identified or required to be identified in Schedule 4.12(a) will (to the knowledge best of PEARL's Knowledge) upon completion or performance thereof have an adverse effect on a PEARL Group Member. (d) Except as set forth in Schedule 4.12(d): (i) Each PEARL Group Member has, and at all times since December 31, 2004, has been, in compliance in all material respects with all applicable terms and requirements of each Contract to which a PEARL Group Member is a party; (ii) each other Person that has or had any obligation or liability under any Contract to which a PEARL Group Member is a party is, and at all times since December 31, 2004, has been, in full compliance with all applicable terms and requirements of such Contract in all material respects; (iii) to the best of the CompanyPEARL Parties' Knowledge, any other partyno event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, is conflict with or result in breach or violation a Breach of, or give a PEARL Group Member or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any such agreement, and Contract to which a PEARL Group Member is a Party; (iv) no event has occurred, is pending or, to the knowledge occurred or circumstance exists under or by virtue of the Company, is threatened, which, after the giving of notice, any Contract that (with or without notice or lapse of time, or otherwise, ) would constitute cause the creation of any Encumbrance affecting any of a breach or default by the Company or any Subsidiary or, to the knowledge of the Company, any other party under such contract.PEARL Group Member's assets; and

Contracts. (a) Section 2.13 of the Disclosure Schedule 2.17 lists the following agreements (written or oral) to which the Company TDT or any Subsidiary is a party as of the date of this Agreement: (i) any agreement (or group of related agreements) for the lease of personal property from or to third parties providing for lease payments in excess of $25,000 10,000 per annum or having a remaining term longer than 12 six months; (ii) any agreement (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, (B) which involves more than the sum of $25,00010,000, or (C) in which the Company TDT or any Subsidiary has granted manufacturing rights, “"most favored nation” " pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party; (iii) any agreement whichconcerning the establishment or operation of a partnership, to the knowledge of the Company, establishes a partnership joint venture or joint venturelimited liability company; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 10,000 or under which it has imposed (or may impose) a Security Interest security interest on any of its assets, tangible or intangible; (v) any agreement concerning confidentiality or noncompetition; (vi) for the disposition of any employment or consulting agreement; (vii) any agreement involving any officer, director or stockholder significant portion of the Company assets or any affiliate, as defined in Rule 12b-2 under the Exchange Act (an “Affiliate”), thereof; (viii) any agreement under which the consequences business of a default or termination would reasonably be expected to have a Company Material Adverse Effect; (ix) any agreement which contains any provisions requiring the Company TDT or any Subsidiary to indemnify (other than sales of products in the Ordinary Course of Business) or any agreement for the acquisition of the assets or business of any other party thereto entity (excluding indemnities contained in agreements for the purchase, sale other than purchases of inventory or license of products entered into components in the Ordinary Course of Business); and (x) any other agreement (or group of related agreements) either involving more than $25,000 or not entered into . As used in the this Agreement "Ordinary Course of Business. " shall mean ordinary course of business consistent with past custom and practice (b) The Company has delivered or made available to the Parent a complete and accurate copy of each agreement listed in Section 2.13 of the Disclosure Schedule. With including with respect to each agreement so listed, frequency and except as set forth in Section 2.13 of the Disclosure Schedule: (i) the agreement is legal, valid, binding and enforceable and in full force and effect; (ii) the agreement will continue to be legal, valid, binding and enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; and (iii) neither the Company nor any Subsidiary nor, to the knowledge of the Company, any other party, is in breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Company or any Subsidiary or, to the knowledge of the Company, any other party under such contract.amount);

Contracts. (a) Section 2.13 4.13 of the Disclosure Schedule lists identifies, in each subpart that corresponds to the following agreements subsection listed below, any Contract, (written or oralx) to which the Company or any Subsidiary is a party as of the date of this Agreement: (i) any agreement (or group of related agreements) for the lease of personal property from or to third parties providing for lease payments in excess of $25,000 per annum or having a remaining term longer than 12 months; (ii) any agreement (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one yearparty, (By) by which involves more than the sum Company or any Subsidiary or any of $25,000, their assets is or (C) in may become bound or under which the Company or any Subsidiary has granted manufacturing rightsbecome or may be subject to, any obligation, or (z) under which the Company or any Subsidiary has or may acquire any right or interest (together with Non-Scheduled In-Licenses and Non-Scheduled Out-Licenses, the “most favored nation” pricing provisions Material Contracts”): (i) any Contract (including purchase orders) (except for Non-Scheduled In-Licenses and Non-Scheduled Out-Licenses) that involves performance of services or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity delivery of goods or services materials by or has agreed to purchase goods the Company or services exclusively from a certain partyany of its Subsidiaries of an amount or value in excess of $100,000 individually; (ii) any Contract relating to capital expenditures and involving future payments in excess of $50,000 individually; (iii) any agreement whichContract (except for Non-Scheduled In-Licenses, to the knowledge Non-Scheduled Out-Licenses, customer Contracts with annual fees of less than $50,000 and employment agreements entered into on the Company’s standard form of employee agreement) that expires more than one year after the date of this Agreement (including any Contract that renews automatically unless a party to such Contract gives notice of non-renewal), establishes a partnership or joint venturebut not including any Contract that is terminable with up to 60 days’ prior notice; (iv) any agreement (Contract creating or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangiblereferral relationship; (v) any agreement concerning confidentiality or noncompetitionContract with support obligations that cannot be terminated with 90 days’ notice without penalty (except in connection for the Non-Scheduled Out-Licenses); (vi) any employment or consulting agreementContract with indemnification obligations of the Company (excluding (i) indemnification for third party infringement claims caused by a Company Product that is contained in the Company’s Contracts with customers entered into in the ordinary course of business consistent with past practice, and (ii) Non-Scheduled In-Licenses and Non-Scheduled Out-Licenses); (vii) any agreement involving any officer, director that is with a Top Customer or stockholder of the Company or any affiliate, as defined in Rule 12b-2 under the Exchange Act (an “Affiliate”), thereofTop Supplier; (viii) any agreement under which the consequences of a default dealer, distributor, reseller, sales representative, affiliate, joint marketing, strategic alliance, or termination would reasonably be expected to have a Company Material Adverse Effectsimilar Contract; (ix) any agreement which contains Contract (other than those required to be disclosed pursuant to Section 4.13(a)(xxii) hereof) with any provisions requiring current shareholder, officer or director of the Company Company, or any Subsidiary to indemnify “affiliate” or “associate” of such persons (as such terms are defined in the rules and regulations promulgated under the Securities Act) (any other party thereto (excluding indemnities contained in agreements of the foregoing, a “Related Party”), including any Contract providing for the purchasefurnishing of services by, sale rental of real or license of products entered into in the Ordinary Course of Business); andpersonal property from, or otherwise requiring payments to or from any Related Party; (x) any Contract limiting the ability of the Company or any of its Subsidiaries to engage or participate, or compete with any other Person, in any line of business, market or geographic area, or to make use of any Intellectual Property, or any Contract granting most favored nation pricing, exclusive sales, distribution, marketing or other exclusive rights, rights of refusal, rights of first negotiation or similar rights and/or terms to any Person; (xi) any Contract pursuant to which a third party has licensed or granted any right to the Company or any of its Subsidiaries in any Intellectual Property other than Non-Scheduled In-Licenses; (xii) any Contracts pursuant to which the Company or any of its Subsidiaries has granted or provided any third party any rights or licenses to any Company IP and/or Company Products (including rights to use, distribute or resell any Company Products or has agreed to or is required to provide or perform any services related to any Company Product, other than (i) Non-Scheduled Out-Licenses or (ii) Contracts required to be disclosed pursuant to any other sub-section of this Section 4.13); (xiii) all licenses, sublicenses and other Contracts pursuant to which the Company or any of its Subsidiaries has agreed to any restriction on the right of the Company or any of its Subsidiaries to use or enforce any Company IP or pursuant to which the Company or any of its Subsidiaries agrees to encumber, transfer or sell rights in or with respect to any Intellectual Property that are, or were, Company IP; (xiv) any Contract providing for the development of any Intellectual Property, independently or jointly, by or for the Company or any of its Subsidiaries except with respect to the independent development of Intellectual Property, Non-Scheduled In-Licenses and Non-Scheduled Out-Licenses; (xv) any trust, loan agreement, indenture, note, bond, debenture or any other document or Contract evidencing Indebtedness of the Company or any of its Subsidiaries to any Person, any capitalized lease obligation, or any commitment to provide any of the foregoing, or any agreement of guaranty or other similar commitment with respect to the obligations or Liabilities of any other Person; (xvi) any Contract for the disposition of any material portion of the assets or group business (whether by merger, sale of related agreementsstock, sale of assets or otherwise) either involving more of the Company or any of its Subsidiaries; (xvii) any Contract for the acquisition by the Company or any of its Subsidiaries of the business or capital stock of another party (whether by merger, sale of stock, sale of assets or otherwise); (xviii) reserved; (xix) any hedging, futures, options or other derivative Contract; (xx) any Contract, including any stock option plan, stock appreciation rights plan, stock purchase plan or phantom stock plan any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated or may 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; (xxi) any Contract creating any obligation with respect to the payment of any severance, retention, bonus, success, change of control or other similar payment to any Person the payment or acceleration of which is triggered by the Company entering into this Agreement, or the consummation of any of the transactions contemplated hereby, other than $25,000 Contracts required to be disclosed pursuant to sub-section 4.13(xx); (xxii) any Contract for the employment of any director, officer, employee or consultant of the Company or any of its Subsidiaries or any other type of Contract with any officer, employee or consultant of the Company or any of its Subsidiaries that is not terminable within 30 days, or by applicable Laws, by the Company or such Subsidiary without cost or Liability, including any Contract requiring it to make a payment to any director, officer, employee or consultant on account of the Acquisition, any transaction contemplated by this Agreement or any Contract that is entered into in connection with this Agreement; (xxiii) any Contract with any labor union or any collective bargaining agreement or similar contract with its employees, except for extension orders generally applicable to all employers in Israel; (xxiv) any Contract with any investment banker or broker retained by the Ordinary Course Company or any of Businessits Subsidiaries, in connection with this Agreement and the transactions contemplated hereby; (xxv) reserved; (xxvi) any settlement agreement (except for waiver and release agreements entered into the ordinary course of business with departing employees); (xxvii) any fidelity or surety bond or completion bond; (xxviii) any lease of personal property or other Contract materially affecting the ownership of, leasing of, or other interest in, any personal property; (xxix) any Real Property Lease; (xxx) any Contract that as a result of the execution of this Agreement by the Company would require the Company to provide notice to another Person or take any other action not otherwise required under the terms of such Contract, or would give rise to any additional rights or obligations under such Contract; (xxxi) regarding the acquisition, issuance or transfer of any securities; (xxxii) creating or relating to a partnership (excluding Non-Scheduled Out-Licenses), joint venture, joint development or other similar arrangement, or involving any sharing of revenues, profits, losses, costs or Liabilities with one or more Persons; (xxxiii) relating to any liquidation or dissolution of the Company, any of its Subsidiaries or any of their respective predecessors; or (xxxiv) any contract with a Governmental Authority or with respect to a Grant. (b) The True, complete and correct copies of each Material Contract (including all amendments thereto) have been Made Available. Each Material Contract is a valid and binding agreement of the Company has delivered or made available its Subsidiaries, as applicable, and, to the Parent a complete and accurate copy of each agreement listed in Section 2.13 Knowledge of the Disclosure Schedule. With respect Company, each other party thereto, enforceable against the Company or its Subsidiaries, as applicable, and, to the Knowledge of the Company, each agreement so listedother party thereto, in accordance with its terms, and except as set forth in Section 2.13 of the Disclosure Schedule: (i) the agreement is legal, valid, binding and enforceable and in full force and effect; (ii) the agreement will continue to be legal, valid, binding and enforceable and in full force and effect immediately following as of the Closing in accordance date hereof with the terms thereof as in effect immediately prior respect to the Closing; Company and (iii) neither the Company nor any Subsidiary norits Subsidiaries and, to the knowledge Knowledge of the Company, any each other partyparty thereto, subject to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors, and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies. The Company and each of its Subsidiaries is in breach compliance in all material respects with and has not breached, violated or violation ofdefaulted under, or default received notice that it has breached, violated or defaulted under, any such agreementof the terms or conditions of any Material Contract, and no event has occurred, is pending or, nor to the knowledge Knowledge of the CompanyCompany is any party obligated to the Company pursuant to any Material Contract subject to any breach, is threatenedviolation or default thereunder, whichnor does the Company have Knowledge of any presently existing facts or circumstances that, after with the lapse of time, giving of notice, with lapse of time, or otherwise, both would constitute such a breach material breach, violation or default by the Company or any Subsidiary or, such other party. The Company and its Subsidiaries have performed in all material respects all obligations required to have been performed by the knowledge of the Company, any other party under Company or such contractSubsidiaries pursuant to each Material Contract.

Contracts. (a) Section 2.13 3.18 of the SELLER Disclosure Schedule lists the following agreements written arrangements (including without limitation written or oralagreements) to which any of the Company or any Subsidiary TARGETS is a party as of the date of this Agreementparty: (ia) any agreement written arrangement (or group of related agreementswritten arrangements) for the lease of personal property from or to third parties providing for lease payments in excess of $25,000 per annum or having a remaining term longer than 12 monthsannum; (iib) any agreement written arrangement (or group of related agreementswritten arrangements) for the purchase or sale of raw materials, commodities, supplies, products or other personal property or for the furnishing or receipt of services (Ai) which calls for performance over a period of more than one year, (Bii) which involves more than the sum of $25,000, or (Ciii) in which any of the Company or any Subsidiary TARGETS (A) has granted manufacturing rights, “(B) has granted "most favored nation” " pricing provisions or exclusive marketing or distribution rights relating to any products or territory or territory, (C) has agreed to purchase a minimum quantity of goods or services services, or (D) has agreed to purchase goods or services exclusively from a certain party; (iiic) any agreement which, to the knowledge of the Company, establishes written arrangement establishing a partnership or joint venture; (ivd) any agreement written arrangement (or group of related agreementswritten arrangements) under which it has created, incurred, assumed assumed, or guaranteed (or may create, incur, assume assume, or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (ve) any agreement written arrangement concerning confidentiality or noncompetition; (vif) any employment written arrangement involving SELLER or consulting agreementany of his Affiliates; (viig) any agreement involving any officer, director or stockholder of the Company or any affiliate, as defined in Rule 12b-2 under the Exchange Act (an “Affiliate”), thereof; (viii) any agreement written arrangement under which the consequences of a default or termination would reasonably be expected to termination, taken as a whole, could have a Company Material Adverse Effect; (ix) Effect on the assets, business, financial condition, results of operations or future prospects of any agreement which contains any provisions requiring of the Company or any Subsidiary to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business)TARGETS; and (xh) any other agreement written arrangement (or group of related agreementswritten arrangements) currently in existence or which any provisions thereof are currently binding on any of the TARGETS either (x) involving more than $25,000 or (y) not entered into in the Ordinary Course of Business. (b) The Company . SELLER has delivered or made available to the Parent HSOA a correct and complete and accurate copy of each agreement written arrangement (as amended to date) listed in Section 2.13 3.18 of the SELLER Disclosure Schedule. With respect to each agreement written arrangement so listed, and except as set forth in Section 2.13 of the Disclosure Schedule: (i) the agreement written arrangement is legal, valid, binding and enforceable and in full force and effect; (ii) the agreement written arrangement will continue to be legal, valid, binding and enforceable and in full force and effect on and immediately following the Closing Date in accordance with the terms thereof as in effect immediately prior to the ClosingClosing Date, subject to obtaining any consents required by such arrangement that are listed on Section 3.6 of the SELLER Disclosure Schedule; and (iii) neither the Company nor any Subsidiary nor, to the knowledge of the Company, any other party, is TARGETS are not in breach or violation ofdefault, and to the Knowledge of SELLER, the other party to such agreements is not in breach or default under, any such agreementdefault, and no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, occurred which with notice or lapse of time, or otherwise, time would constitute a breach or default by or permit termination, modification, or acceleration, under the Company or any Subsidiary orwritten arrangement. Except as disclosed in Section 3.18 of SELLER Disclosure Schedule, to the knowledge none of the CompanyTARGETS is a party to any oral contract, any agreement or other party arrangement that, if reduced to written form, would be required to be listed in Section 3.18 of the SELLER Disclosure Schedule under such contractthe terms of this Section 3.18.

Contracts. (a) Section 2.13 Schedule 3.17(a) sets forth an accurate and complete list of each of the Disclosure Schedule lists following Contracts to which the following agreements Company or any of the Subsidiaries is a party or by which any of them are directly or indirectly bound: (written i) Contracts creating an obligation on the part of the Company or orala Subsidiary to pay to any other Person an amount in excess of $750,000 in any 12-month period; (ii) Contracts creating an obligation on the part of another Person to pay to the Company or a Subsidiary an amount in excess of $750,000 in any 12-month period; (iii) Contracts for the employment of any officer, individual employee or other Person on a full-time or consulting basis with annual payments in excess of $200,000; (iv) Contracts evidencing Indebtedness; (v) Contracts (including so called take-or-pay or keep-well agreements) under which the Company or any Subsidiary has directly or indirectly guaranteed Indebtedness of any Person (other than the Company or any of the Subsidiaries) or other guaranties by the Company or any Subsidiary; (vi) Contracts which prohibit the Company or any Subsidiary from engaging in the Business or any line of Business or competing with any Person in the United States or Canada or which restrict the ability of the Company or any Subsidiary to hire any Person; (vii) any VAR, OEM or other distribution Contract, which require the Company or any of the Subsidiaries to reach specific sales or payment minimums, targets or milestones or which require the Company or any of the Subsidiaries to use “best efforts” to distribute products thereunder and which generated more than $200,000 in payments during the fiscal year ended June 30, 2005; (viii) Contracts for capital expenditures or other purchases of material supplies, equipment or other assets or properties (other than purchase orders for inventory or supplies in the ordinary course of the Business) in excess of $1,000,000 individually by the Company or any Subsidiary; (ix) Contracts with the Seller or any Affiliate of the Seller (other than the Company and the Subsidiaries); (x) Contracts that were not entered into in the ordinary course of the Business; (xi) Contracts which contain restrictions with respect to payment of dividends or any other distribution in respect of the capital stock or other equity interests of the Company or any of the Subsidiaries; (xii) Contracts (including so called take-or-pay or keep-well agreements) under which any Person (other than the Company or any of the Subsidiaries) has directly or indirectly guaranteed Indebtedness of the Company or any of the Subsidiaries; (xiii) Contracts granting or evidencing Liens on any properties or assets of the Company or any of the Subsidiaries, other than Permitted Liens; (xiv) any management service, consulting, financial advisory or any other similar type Contract and any Contract with any investment or commercial bank (other than Contracts pursuant to which the Company or any of the Subsidiaries acts as a service provider to an investment or commercial bank in the ordinary course of the Business); (xv) Contracts (other than any agreement entered into with the Purchaser or an Affiliate of the Purchaser pursuant to this Agreement) with any current or former officer or director of the Company or any of the Subsidiaries under which the Company or any of the Subsidiaries would have obligations after the Closing; (xvi) other than Contracts described in the other subclauses of this Section 3.17(a), Contracts (including letters of intent) involving the future disposition or acquisition of assets or properties other than in the ordinary course of the Business and consistent with past practice, or any merger, consolidation or similar business combination transaction, whether or not enforceable; (xvii) Contracts involving any joint venture, partnership, strategic alliance, shareholders’ agreement, co-marketing, co-promotion, co-packaging, joint development or similar arrangement; (xviii) Contracts involving any resolution or settlement of actual or threatened material litigation, arbitration, claim or other dispute entered into on or after July 1, 2004 or that will continue to affect the Company, any Subsidiary or the Business after the Closing; (xix) Contracts involving leases or subleases of personal property involving an annual base rental payment in excess of $750,000; or (xx) other than Contracts described in the other subclauses of this Section 3.17(a) or that were entered into in the ordinary course of the Business and consistent with past practice, Contracts to which the Company or any Subsidiary is a party as that are material to the Company and the Subsidiaries or the Business (all of the date foregoing Contracts, together with the Affiliate Contracts and the IP Licenses, the “Company Contracts”). Schedule 3.17(a) sets forth an accurate and complete list of this Agreement: (i1) any agreement (or group of related agreements) for the lease of personal property from or each Contract to third parties providing for lease payments in excess of $25,000 per annum or having a remaining term longer than 12 months; (ii) any agreement (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, (B) which involves more than the sum of $25,000, or (C) in which the Company or any Subsidiary has granted manufacturing rights, “most favored nation” pricing provisions of its Subsidiaries was a party or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party; (iii) any agreement which, to the knowledge of the Company, establishes a partnership or joint venture; (iv) any agreement (or group of related agreements) under by which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement concerning confidentiality or noncompetition; (vi) any employment or consulting agreement; (vii) any agreement involving any officer, director or stockholder them were bound that created an obligation on the part of the Company or a Subsidiary in an amount in excess of $750,000 in the last 12-month period and (2) each Contract to which the Company or any affiliate, as defined of its Subsidiaries was a party or by which any of them were bound that created an obligation on the part of another Person to pay the Company or a Subsidiary an amount in Rule 12b-2 under excess of $750,000 in the Exchange Act (an “Affiliate”), thereof;last 12-month period. (viiib) any agreement under Schedule 3.17(b) sets forth an accurate and complete list of each of the following Contracts to which the consequences Seller Parent or any of its Affiliates (other than the Company or any of the Subsidiaries) is a default party or termination would reasonably be expected by which any of them are bound: (i) Contracts creating an obligation on the part of the Seller Parent or any of its Affiliates (other than the Company or any of the Subsidiaries) with respect to have a the Business to pay to any other Person an amount in excess of $750,000 in any 12-month period; (ii) Contracts creating an obligation on the part of another Person to pay to the Seller Parent or any of its Affiliates (other than the Company Material Adverse Effect; or any of the Subsidiaries) with respect to the Business an amount in excess of $750,000 in any 12-month period; (ixiii) Contracts evidencing Indebtedness with respect to the Business; (iv) Contracts for capital expenditures or other purchases of material supplies, equipment or other assets or properties (other than purchase orders for inventory or supplies in the ordinary course of the Business) in excess of $1,000,000 individually by the Seller Parent or any agreement of its Affiliates (other than the Company or any of the Subsidiaries) with respect to the Business; (v) Contracts that were not entered into in the ordinary course of the Business; (vi) Contracts which contains prohibit the Company or any provisions requiring Subsidiary from engaging in the Business or any line of Business or competing with any Person in the United States or Canada or which restrict the ability of the Company or any Subsidiary to indemnify hire any Person; (vii) any VAR, OEM or other distribution Contract, which require the Seller Parent or any of its Affiliates (other than the Company or any of the Subsidiaries) with respect to the Business to reach specific sales or payment minimums, targets or milestones or which require the Seller Parent or any of its Affiliates (other than the Company or any of the Subsidiaries) with respect to the Business to use “best efforts” to distribute products thereunder and which generated more than $200,000 in revenues during the fiscal year ended June 30, 2005; (viii) Contracts (including so called take-or-pay or keep-well agreements) under which any Person (other than the Company or any of the Subsidiaries) has directly or indirectly guaranteed Indebtedness of the Company or any of the Subsidiaries; (ix) Contracts granting or evidencing Liens on any properties or assets of the Company or any of the Subsidiaries, other than Permitted Liens; (x) any management service, consulting, financial advisory or any other party thereto similar type Contract with respect to the Business and any Contract with any investment or commercial bank (excluding indemnities contained other than Contracts pursuant to which the Company or any of the Subsidiaries acts as a service provider to an investment or commercial bank in agreements for the purchaseordinary course of the Business) with respect to the Business; (xi) Contracts (other than any agreement entered into with the Purchaser or an Affiliate of the Purchaser pursuant to this Agreement) with any current or former officer or director of the Company or any of the Subsidiaries under which the Company or any of the Subsidiaries would have obligations after the Closing; (xii) other than Contracts described in the other subclauses of this Section 3.17(b), sale Contracts (including letters of intent) with respect to the Business involving the future disposition or license acquisition of products assets or properties other than in the ordinary course of the Business and consistent with past practice, or any merger, consolidation or similar business combination transaction, whether or not enforceable; (xiii) Contracts with respect to the Business involving any joint venture, partnership, strategic alliance, shareholders’ agreement, co-marketing, co-promotion, co-packaging, joint development or similar arrangement; (xiv) Contracts with respect to the Business involving any resolution or settlement of actual or threatened litigation, arbitration, claim or other dispute; (xv) Contracts with respect to the Business involving leases or subleases of personal property involving an annual base rental payment in excess of $750,000; or (xvi) other than Contracts described in the other subclauses of this Section 3.17(b) or that were entered into in the Ordinary Course ordinary course of Businessthe Business and consistent with past practice, Contracts to which the Seller Parent or any of its Affiliates (other than the Company or any of the Subsidiaries) is a party that are material to the Company and the Subsidiaries or the Business (all of the foregoing Contracts, the “Affiliate Contracts”); and . Schedule 3.17(b) sets forth an accurate and complete list of (x1) each Contract to which the Seller Parent or any of its Affiliates (other agreement than the Company or any of the Subsidiaries) was a party or by which any of them were bound that created an obligation on the Seller Parent or any of its Affiliates (other than the Company or group any of related agreementsthe Subsidiaries) either involving more than with respect to the Business in an amount in excess of $25,000 or not entered into 750,000 in the Ordinary Course last 12- month period and (2) each Contract to which the Seller Parent or any of its Affiliates (other than the Company or any of the Subsidiaries) was a party or by which any of them were bound that created an obligation on the part of another Person to pay the Seller Parent or any of its Affiliates (other than the Company or any of the Subsidiaries) an amount in excess of $750,000 in the last 12-month period with respect to the Business. (bc) The Each Company has delivered or made available to the Parent a complete and accurate copy of each agreement listed in Section 2.13 of the Disclosure Schedule. With respect to each agreement so listed, and except as set forth in Section 2.13 of the Disclosure Schedule: (i) the agreement Contract is legal, valid, binding and enforceable and in full force and effect; (ii) the agreement will continue to be legalbinding, valid, binding and enforceable and in full force and effect immediately following against the Closing Seller Parent, an Affiliate of the Seller Parent (other than the Company or any of the Subsidiaries), the Company or a Subsidiary, as applicable, and to the Knowledge of the Seller, the other party thereto, and enforceable in accordance with the its terms thereof as in effect immediately prior subject to the Closing; and bankruptcy, receivership, moratorium, conservatorship, reorganization, or other Laws of general application affecting the rights of creditors generally or by general principles of equity. Except as disclosed in Schedule 3.17(c), none of the Seller Parent, an Affiliate of the Seller Parent (iii) neither other than the Company nor or any of the Subsidiaries), the Company or any Subsidiary noris in default in any material respect with respect to any Company Contract to which it is a party, and, to the knowledge Knowledge of the CompanySeller, no other party to any other party, Company Contract is in breach or violation ofdefault in any material respect with respect to such Company Contract, or default underand, any such agreementto the Knowledge of the Seller, and no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, occurred which with notice or lapse of time, or otherwise, time would constitute a breach or default by the default, or permit termination, modification, or acceleration, under any such Company or any Subsidiary or, Contract. The Seller has made available to the knowledge Purchaser true and complete copies of all Company Contracts, including all amendment thereto, in existence as of the Company, any other party under such contractdate hereof.

Contracts. (a) Section 2.13 of the Disclosure Schedule 2.17 lists the following agreements (written or oral) to which the Company or any Subsidiary Subsidiary, or the Company and its Subsidiaries collectively, is a party as of the date of this Agreement: (i) any agreement (or group of related agreements) for the lease of personal property from or to third parties providing for lease payments in excess of $25,000 20,000 per annum or having a remaining term longer than 12 monthsannum; (ii) any agreement (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over requires the payment or receipt by the Company and/or a period Subsidiary of more than one year, (B) which involves more than the sum of $25,000, or (C) 100,000 in which the Company or any Subsidiary has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain partyaggregate; (iii) any agreement which, to the knowledge of the Company, establishes establishing a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 100,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement concerning confidentiality prohibiting the Company or noncompetitionany Subsidiary from freely engaging in business anywhere in the world; (vi) any employment or consulting agreement; (vii) any agreement involving any officer, director or stockholder of the Company or any affiliateAffiliate thereof, as defined in Rule 12b-2 under the Exchange Act (an “Affiliate”), thereof; (viii) any agreement under which the consequences of a default or termination would reasonably be expected to have a Company Material Adverse Effect; (ix) any agreement which contains any provisions requiring the Company or any Subsidiary to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); and (xvii) any other agreement (or group of related agreements) either involving requiring the payment or receipt by the Company and/or a Subsidiary of more than $25,000 or not entered into in the Ordinary Course of Business100,000 annually. (b) The Company has delivered or made available to the Parent Buyer a complete and accurate copy of each agreement (as amended to date) listed in Section 2.13 of the Disclosure ScheduleSchedule 2.17. With respect to each agreement so listed or required to be so listed, and except as set forth in Section 2.13 of the Disclosure Schedule: (i) the agreement is legal, valid, binding and enforceable and in full force and effect; , and (ii) the agreement will continue to be legal, valid, binding and enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; and (iii) neither the Company nor any Subsidiary nor, to the knowledge Knowledge of Stockholders and the Company, any other party, is or has been in material breach or violation of, or material default under, any such agreement. Except as set forth in Schedule 2.17, and no event has occurrednotice, waiver or consent of any third party is pending or, required under any agreement listed or required to be listed on such schedule to consummate the knowledge transactions contemplated hereby nor will the consummation of the Company, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute transactions contemplated hereby result in a breach of any such agreement or default by the Company modification of any right or any Subsidiary or, to the knowledge of the Company, any other party under such contractobligation thereunder.

Contracts. (a) Section 2.13 3.9(a) of the Disclosure Schedule lists Schedules sets forth an accurate and complete list (by each applicable subsection referenced below in this Section 3.9(a)) of each of the following agreements (written or oral) Contracts to which the Company or any Subsidiary is a party as of or by which the date of this AgreementCompany is otherwise bound: (i) any agreement (or group of related agreements) for the lease of personal property from or to third parties Contract providing for lease payments (A) payment by any Person to the Company in excess of $25,000 per annum 50,000 annually, (B) requires a single capital expenditure greater than $50,000, (C) involves a non-cancellable commitment to make capital expenditures in excess of $50,000 annually, or having a remaining term longer (D) the purchase of products or services by the Company from any Person in excess of $50,000 annually, in each case that cannot be cancelled by the Company without penalty or without more than 12 monthsthirty (30) days’ notice; (ii) any agreement (or group Contract establishing any joint ventures, strategic alliance, partnership, sharing of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one yearprofit arrangement, (B) which involves more than the sum of $25,000, or (C) in which the Company or any Subsidiary has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain partyand minority equity investments; (iii) (A) any agreement whichContract for the employment or service of any officer, to individual Employee or individual service provider or providing for the knowledge payment of any severance, retention, or Change in Control Payment or (B) any other Person providing for (x) fixed and/or variable compensation in the Company, establishes a partnership aggregate in excess of $50,000 annually or joint venture(y) commission based arrangements; (iv) any agreement Government Contract; (v) other than with the Senior Lender, any Contract or group indenture relating to borrowed money or other Company Debt or the mortgaging, pledging or otherwise placing a Lien on any asset (tangible or intangible) or any letter of related agreementscredit arrangements, or any guarantee therefor; (vi) other than with the Senior Lender, any Contract or indenture under which it the Company has (A) created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness Company Debt, (including capitalized lease obligationsB) involving more granted a Lien (other than $25,000 a Permitted Lien) on its properties or under which it has imposed (or may impose) a Security Interest on any of its assets, whether tangible or intangible; , to secure such Company Debt or (vC) extended credit to any agreement concerning confidentiality Person (including any loan or noncompetition; (vi) any employment or consulting agreementadvance); (vii) any agreement involving any officer, director or stockholder of Contract under which the Company is a (A) lessee of or holds or operates any affiliatepersonal property, as defined owned by any other Person or (B) lessor of or permits any other Person (other than the Company) to hold or operate any personal property owned or controlled by it, in Rule 12b-2 under the Exchange Act (an “Affiliate”), thereofeach case with annual payments in excess of $50,000; (viii) any collective bargaining agreement, labor peace agreement under which the consequences of a default or termination would reasonably be expected to have a Company Material Adverse Effectany other Contract with any labor union, works council, trade association or other agreement or Contract with any employee organization; (ix) any agreement which (A) license, royalty, indemnification, covenant not to ▇▇▇, escrow, co-existence, concurrent use, consent to use or other Contract relating to any Owned IP or Licensed IP (including any Contracts relating to the licensing of Intellectual Property by the Company to a third party or by a third party to the Company) and (B) other Contracts affecting the Company’s ability to own, enforce, use, license, or disclose any Owned IP or Licensed IP (clauses (A) and (B), collectively, “IP Licenses”), provided that commercial “shrink-wrap” software and “shrink-wrap” software licenses (“Off-the-Shelf Software Licenses”) shall not be required to be set forth on Section 3.9(a) of the Disclosure Schedules; (x) any agent, sales representative, referral, marketing or distribution agreement; (xi) any Contract that limits the ability of the Company to engage in any line of business or that contains a covenant not to compete applicable to the Company; (xii) any Contract that contains “most favored nations” pricing terms or grants to any customer, supplier or vendor any right of first offer or right of first refusal or exclusivity or any similar requirement; (xiii) any Contract that contains any “non-solicitation,” “no hire” or similar provisions requiring which restrict the Company from soliciting, hiring, engaging, retaining or any Subsidiary to indemnify employing any other party thereto Person’s current or former employees; (excluding indemnities contained xiv) any settlement, conciliation or similar agreement entered into in agreements the past three (3) years under which there are continuing obligations or Liabilities on the part of the Company; (xv) any Contract for the purchase, sale disposition of any portion of the assets or license Business of the Company (other than sales of products entered into in the Ordinary Course of Business) or for the acquisition by the Company of the assets or business of any other Person (other than purchases of inventory or components in the Ordinary Course of Business); and; (xxvi) any Contract between or among the Company, on the one hand, and Company Parent, on the other agreement hand; (xvii) any Contract between or group among the Company, on the one hand, and any current officer, director, manager, Employee or service provider of the Company (other than employment and employment-related agreements) either involving more than $25,000 or not entered into contracts made in the Ordinary Course of Business), on the other hand; (xviii) any powers of attorney; and (xix) any commitment or arrangement to enter into any of the foregoing. (b) The Company has delivered (i) Each of the Contracts set forth or made available required to the Parent a complete and accurate copy of each agreement listed in be set forth on Section 2.13 3.9(a) of the Disclosure Schedule. With respect to Schedules and each agreement so listed, and except as set forth in Section 2.13 of the Disclosure Schedule: Real Property Leases (icollectively, the “Material Contracts”) the agreement is legal, in full force and effect and constitutes a valid, binding and enforceable obligation of the Company and in full force and effect; the other parties thereto, (ii) the agreement will continue to be legalCompany is not in breach of or default in any material respect under any Material Contract, valid, binding and enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; and (iii) neither the Company nor any Subsidiary nor, to the knowledge Knowledge of the Company, any other party, no counterparty is in breach or violation of, of or default under, in any such agreement, and no event has occurred, is pending or, to material respect under any Material Contract. To the knowledge Knowledge of the Company, is threatenedthe Company has not received notice of an intention by a counterparty to a Material Contract to terminate such Contract or amend the terms of such Contract, which, after other than in the giving Ordinary Course of noticeBusiness or as otherwise disclosed in Section 3.9(a) of the Disclosure Schedules. No event or circumstance has occurred that, with notice or lapse of time, time or otherwiseboth, would constitute an event of default under any Material Contract or result in a breach termination thereof or default by would cause or permit the acceleration or other changes of any right or obligation or the loss of any benefit thereunder. The Company has provided, furnished or any Subsidiary ormade available to Investor (x) a true, to the knowledge complete and correct copy of each written Material Contract, together with all amendments, waivers or other changes thereto and (y) a true, complete and correct description of the Company, any other party under such contractterms and conditions of each oral Material Contract.

Contracts. (a) To the Knowledge of Seller and except as otherwise disclosed in Schedule 4.6 or as entered into after the date hereof in accordance with the provisions of Section 2.13 of the Disclosure Schedule lists the following 6.1, there are no outstanding commitments, contracts and agreements (written or oralother than agreements relating to Real Property Agreements) to which the Company Companies are parties or any Subsidiary is a party as of the date of this Agreement: by which they are bound that: (i) any agreement involve commitments by the Companies for terms of twelve (12) months or group longer that involve annualized payments of related agreements) for the lease of personal property from or to third parties providing for lease payments in excess of more than Two Hundred Fifty Thousand Dollars ($25,000 per annum or having a remaining term longer than 12 months; 250,000), (ii) involve payment of more than Five Hundred Thousand Dollars ($500,000) in the aggregate (and in the case of the foregoing clauses (i) and (ii), are not terminable by their terms, without penalty, on thirty (30) days or less notice), (iii) contain a covenant not to compete restricting the Companies from competing or engaging in any agreement line of business; (or group of related agreementsiv) for under which the purchase or sale of products or for the furnishing or receipt of services Companies have (A) which calls for performance over a period of more than one year, (B) which involves more than the sum of $25,000, or (C) in which the Company or any Subsidiary has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party; (iii) any agreement which, to the knowledge of the Company, establishes a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness any Indebtedness, (including capitalized lease obligationsB) involving more granted a Lien (other than $25,000 or under which it has imposed (or may imposea Permitted Lien) a Security Interest on any of its their assets, whether tangible or intangible; , to secure such Indebtedness, or agreed to any restriction or limitation on distributions, dividends or return on equity, or extended credit to any Person in an amount, individually or in the aggregate, in excess of Two Hundred Fifty Thousand Dollars ($250,000) of committed credit (excluding trade receivables in the ordinary course of business) or (C) any indemnity, any guaranty of performance or any agreement to provide credit support or otherwise make capital contributions, loans or advances; (v) any agreement concerning confidentiality current contract to which either Company is a party for the purchase or noncompetition; sale of any business, corporation, partnership, joint venture or other business organization; (vi) any employment involve ▇▇▇▇▇▇, swaps, fixed priced commitments or consulting agreement; other derivatives that would be an obligation of either Company after Closing; (vii) any agreement involving any officer, director are Real Property Agreements; or stockholder of the Company or any affiliate, as defined in Rule 12b-2 under the Exchange Act (an “Affiliate”), thereof; (viii) any agreement under which amendment, supplement, restatement, or other modification relating to any of the consequences of a default or termination would reasonably be expected foregoing. Contracts identified in Schedule 4.6 are hereafter referred to have a Company Material Adverse Effect; (ix) any agreement which contains any provisions requiring as the Company or any Subsidiary to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); and (x) any other agreement (or group of related agreements) either involving more than $25,000 or not entered into in the Ordinary Course of Business“Disclosed Contracts”. (b) The Company has delivered or made available to To the Parent a complete and accurate copy Knowledge of each agreement listed in Section 2.13 of the Disclosure Schedule. With respect to each agreement so listedSeller, and except as set forth described in Section 2.13 of the Disclosure Schedule: (i) the agreement Schedule 4.6, each Disclosed Contract is legal, valid, binding and enforceable and in full force and effect; (ii) the agreement will continue to be legal, valid, binding and enforceable valid and in full force and effect immediately following and is enforceable against the subject Company according to its terms, neither the Companies nor any other Person is in default or breach under any such Disclosed Contract, and there are no claims or basis for any claims affecting the same of which Seller has Knowledge, except where such failure to be valid, in full force and effect, or enforceable or such default, breach or claim would not, individually or in the aggregate, have a Material Adverse Effect on the Companies taken as a whole. (c) To the Knowledge of Seller, neither of the Companies has, other than in a manner consistent with normal billing cycles, (i) received any quantity of natural gas under any Disclosed Contract for which payment will be due in the future, or (ii) received any prepayment or advance payment that will obligate either Company to perform services or provide natural gas or other products after the Closing Date without receiving payment therefor, except in accordance the ordinary course of business consistent with the terms thereof as in effect immediately prior to the Closing; and (iii) neither the Company nor any Subsidiary nor, to the knowledge of the Company, any other party, is in breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Company or any Subsidiary or, to the knowledge of the Company, any other party under such contractpast practice.

Contracts. (a) Except as set forth on Section 2.13 3.15(a) of the Seller Disclosure Schedule lists the following agreements (written or oral) to which the Company or any Subsidiary is a party Schedule, as of the date of this Agreement, none of the Sold Companies is party to any written or oral: (i) any agreement (or group of related agreements) Contracts for the lease purchase of personal property from materials, supplies, equipment, or other tangible assets directly used by the Business in products, goods, equipment or other assets that are intended to third be sold to third-parties providing for lease requiring aggregate annual payments in excess by Seller or any of the Sold Companies of at least $25,000 per annum 1,000,000, excluding any such Contracts that are terminable by Seller or having a remaining term longer the Sold Companies without penalty on not more than 12 months90 days’ notice; (ii) any agreement Contracts, other than those described in Section 3.15(a)(i) (without regard to the monetary threshold therein) or group of related agreements) Section 3.15(a)(ix), for the purchase of materials, supplies, equipment, services, or sale other tangible assets in respect of products the Business, requiring aggregate annual payments by Seller or for any of the furnishing Sold Companies of at least $1,000,000, excluding any such Contracts that are terminable by Seller or receipt of services (A) which calls for performance over a period of the Sold Companies without penalty on not more than one year, (B) which involves more than the sum of $25,000, or (C) in which the Company or any Subsidiary has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party90 days’ notice; (iii) any agreement which, Contracts relating to the knowledge incurrence or assumption of Indebtedness or imposing an Encumbrance on any assets of the CompanySold Companies, establishes a partnership including indentures, loan or joint venturecredit agreements, sale and leaseback agreements, purchase money obligations, in each case, in excess of $1,000,000 individually or $3,000,000 in the aggregate; (iv) Contracts relating to the full or partial guarantee of the obligations of other Persons (other than any agreement (or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligationsthe Sold Companies) involving the potential expenditure by the Sold Companies after the date of this Agreement of more than $25,000 or under which it has imposed (or may impose) a Security Interest on 500,000 in any of its assets, tangible or intangibleinstance; (v) Contracts that restrict the Sold Companies from freely engaging in any agreement concerning confidentiality business or noncompetitioncompeting with any Person in any geographic area; (vi) any employment joint venture, partnership, collaboration, strategic alliance, joint development or consulting agreementother similar Contracts; (vii) any agreement involving any officer, director or stockholder of the Company collective bargaining agreements or any affiliateother agreements with any labor union, as defined in Rule 12b-2 under work councils, employee representatives, labor boards or similar associations that will be applicable to Transferred Employees after the Exchange Act (an “Affiliate”), thereofClosing; (viii) Contracts pursuant to which any agreement under which Sold Company has (A) acquired the consequences right to use any material Intellectual Property or (B) granted to any third party or Governmental Authority any license to use any material Intellectual Property owned by such Sold Company, other than, in each of a default cases (A) and (B), "off-the-shelf" software, Intellectual Property that is generally commercially available or termination would reasonably be expected has annual fees of less than $100,000 or licenses to have a Company Material Adverse Effect; (ix) any agreement which contains any provisions requiring the Company or any Subsidiary to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into use Intellectual Property granted in the Ordinary Course of Business; (ix) all acquisition, disposition, merger or asset purchase or sale agreements entered into by the Sold Companies (A) during the five (5) year period prior to the date of this Agreement relating to the Business for aggregate consideration in excess of $1,000,000, or (B) providing for material continuing payment obligations (excluding indemnification obligations) of the Sold Companies; (x) Contracts in respect of Leased Real Property; (xi) Contracts containing (1) "take or pay", "requirements" or other similar provisions obligating a Person to provide the quantity of goods or services required by another Person or (2) pricing or margin provisions that provide "most favored nation" or similar provisions with respect to pricing; (xii) Contracts granting to any Person a right of first refusal or option to purchase or acquire any assets or business of any of the Sold Companies; (xiii) Any settlement, conciliation or similar agreement, the performance of which will involve payment after the Closing Date of consideration in excess of $500,000; (xiv) Contracts, other than those described in Sections 3.15(a)(i), (ii) or (xii), under which any Sold Company made or received payments of at least $5,000,000 in the fiscal year ending December 31, 2014 or, to the Knowledge of Seller, is expected to make or receive payments during the fiscal year ending December 31, 2015 in excess of $5,000,000; (xv) Contracts for the employment of any Person on a full-time, part-time, consulting or other basis (A) which provided annual cash or other compensation in excess of $100,000 during and with respect to the Sold Companies' fiscal year 2014 or whose total compensation during and with respect to the Sold Companies' fiscal year 2015 is reasonably expected to be $100,000 or more, (B) providing for the payment of any cash or other compensation or benefits upon the consummation of the Transactions, or (C) otherwise restricting its ability to terminate the employment of any employee at any time for any lawful reason or for no reason without penalty or liability; (xvi) Contracts under which any Sold Company has made any advances or loans to any other Person in excess of $100,000 individually or to any Persons in excess of $1,000,000 in the aggregate; (xvii) leases or agreements under which a Sold Company is: (A) lessee of or holds or operates any personal property, owned by any other Person, except for any lease of personal property under which the aggregate annual rental payments do not exceed $100,000; or (B) lessor of, or permits any third party to hold or operate, any personal property owned or controlled by such Sold Company; (xviii) except as set forth on Schedule 5.16, any Contract to which any Sold Company is a party that contains any right or obligation that relates to any business of Seller or any of its Subsidiaries other than the Business, including any right of the counterparty to set-off amounts owed to the Business or the Sold Companies against amounts owed to such counterparty by Seller or any of its Subsidiaries with respect to any of their businesses other than the Business; and (xxix) Contracts containing any other agreement (or group future capital expenditure obligations of related agreementsthe Sold Companies in excess of $1,000,000. The contracts set forth on Section 3.15(a) either involving more than $25,000 or not entered into in of the Ordinary Course Seller Disclosure Schedule, the Government Contracts set forth on Section 3.22(a) of Businessthe Seller Disclosure Schedule and the Material Government Bids are collectively referred to herein as the "Material Contracts". (b) The Company has delivered or made available to the Parent a complete and accurate copy of each agreement listed in Section 2.13 of the Disclosure Schedule. With respect to each agreement so listed, and except Except as set forth in Section 2.13 3.15(b) of the Seller Disclosure Schedule: , (i) each Sold Company, and, to the agreement is legalKnowledge of Seller, valideach of the other Person who are a party thereto, binding has performed in all material respects all obligations required to be performed by it under each Material Contract and enforceable and in full force and effect; (ii) other than expiration of the agreement will continue term of any Material Contracts after the date hereof pursuant to be legal, valid, binding and enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as (and without any breach by any party thereto), each Material Contract is in effect immediately prior full force and effect, and is a valid and binding agreement of the applicable Sold Company, enforceable against such Sold Company in accordance with its terms, subject to the Closing; effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting creditors' rights generally, general equitable principles (iiiwhether considered in a proceeding in equity or at Law). Except as set forth on Section 3.15(b) neither of the Company nor any Subsidiary norSeller Disclosure Schedule, to the knowledge Knowledge of the CompanySeller, any other party, is in no condition exists or event has occurred that (with or without notice or lapse of time or both) would constitute a material breach or violation of, or default under, thereunder by any such agreement, and no event has occurred, is pending Sold Company party thereto or, to the knowledge Knowledge of Seller, any other Person party thereto, and none of the Company, is threatened, which, after the giving Sold Companies has received notice of notice, with lapse of time, or otherwise, would constitute a (x) any such material breach or default by or event, (y) any material dispute with any term or condition of any Material Contract, or (z) any termination or non-renewal of any Material Contract, except for any breach, default, event, dispute, termination or non-renewal that would not reasonably be expected, individually or in the Company or any Subsidiary oraggregate, to be material to the knowledge Sold Companies or the Business. True, complete and correct copies of the Companyall Material Contracts (including accurate summaries of any oral Material Contracts), any other party under such contractincluding all amendments, modifications or supplements thereto, were made available to Buyer.

Contracts. (a) Section 2.13 of the Disclosure Schedule lists the following agreements written arrangements (including without limitation written or oralagreements) to which the Company or any Subsidiary is a party as of the date of this Agreementparty: (i) any agreement written arrangement (or group of related agreementswritten arrangements) for the lease of personal property from or to third parties providing for lease payments in excess of $25,000 10,000 per annum or having a remaining term longer than 12 monthsannum; (ii) any agreement written arrangement (or group of related agreementswritten arrangements) for the purchase or sale of raw materials, commodities, supplies, products or other personal property or for the furnishing or receipt of services (Ai) which calls for performance over a period of more than one year, (Bii) which involves more than the sum of $25,000, or (Ciii) in which the Company or any Subsidiary has granted manufacturing rights, “"most favored nation” " pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party; (iii) any agreement which, to the knowledge of the Company, establishes written arrangement establishing a partnership or joint venture; (iv) any agreement written arrangement (or group of related agreementswritten arrangements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 15,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement written arrangement concerning confidentiality, non- solicitation or non-competition (other than the Company's customary confidentiality or noncompetitionagreements with its employees, copies of which have been provided to the Buyer); (vi) any employment or consulting agreement; (vii) any agreement written arrangement involving any officer, director or stockholder of the Company Stockholders or any affiliate, as defined in Rule 12b-2 under the Exchange Act their Affiliates (an “Affiliate”), thereof; (viii) any agreement under which the consequences of a default or termination would reasonably be expected to have a Company Material Adverse Effect; (ix) any agreement which contains any provisions requiring the Company or any Subsidiary to indemnify any other party thereto (excluding indemnities contained in agreements for the purchasepurposes of this Agreement, sale or license of products entered into "Affiliate" shall mean (A) in the Ordinary Course case of Business); and (x) any other agreement (or group of related agreements) either involving more than $25,000 or not entered into in an individual, the Ordinary Course of Business. (b) The Company has delivered or made available to the Parent a complete and accurate copy of each agreement listed in Section 2.13 members of the Disclosure Schedule. With respect to each agreement so listedimmediate family (including parents, siblings and except as set forth in Section 2.13 children) of the Disclosure Schedule: (i) the agreement is legal, valid, binding individual and enforceable and in full force and effect; (ii) the agreement will continue to be legal, valid, binding and enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; his or her spouse and (iii) neither the Company nor any Subsidiary norBusiness Entity that directly or indirectly, to the knowledge through one or more intermediaries controls, or is controlled by, or is under common control with any of the Company, any other party, is in breach or violation offoregoing individuals, or default under(B) in the case of a Business Entity, any such agreementanother Business Entity or a person that directly or indirectly, and no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, with lapse of timethrough one or more intermediaries controls, or otherwiseis controlled by, would constitute a breach or default by is under common control with the Company or any Subsidiary or, to the knowledge of the Company, any other party under such contract.Business Entity);

Contracts. (a) Section 2.13 3.14 of the Disclosure Schedule Schedules lists the following agreements (written or oral) to which the Company BMR or any Subsidiary CCT is a party as of the date of this Agreement: (i) any agreement (or group of related agreements) for the lease of personal property from or to third parties providing for lease payments in excess of $25,000 10,000 per annum or having a remaining term longer than 12 twelve (12) months; (ii) any agreement (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, (B) which involves more than the sum of $25,000, or 500,000 (C) in which the Company BMR or any Subsidiary CCT has granted manufacturing rights, “"most favored nation” " pricing provisions or exclusive marketing (D) which is not terminable (without additional consideration or distribution rights relating penalty) upon not more than ninety (90) days prior written notice to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain the other party; (iii) any agreement whichconcerning the establishment or operation of a partnership, to the knowledge of the Company, establishes a partnership joint venture or joint venturelimited liability company; (iv) any agreement (or group of related agreements) under which it BMR or CCT has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 10,000 or under which it BMR or CCT has imposed (or may impose) a Security Interest Lien on any of its assets, tangible or intangible; (v) any agreement concerning confidentiality for the disposition of any significant portion of the assets or noncompetitionbusiness of BMR or CCT or any agreement for the acquisition of the assets or business of any other entity (other than purchases of inventory in the ordinary course of business); (vi) any agreement concerning exclusivity or confidentiality; (vii) any employment or consulting agreement; (viiviii) any agreement involving any current or former officer, director or stockholder of the Company BMR or any affiliate, as defined in Rule 12b-2 under the Exchange Act (CCT or an “Affiliate”), affiliate thereof; (viiiix) any agreement under which the consequences of a default or termination would reasonably be expected to have a Company Material Adverse Effectmaterial adverse effect on BMR or CCT; (ixx) any agreement which contains any provisions requiring the Company BMR or any Subsidiary CCT to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license provision of products services entered into in the Ordinary Course ordinary course of Businessbusiness in BMR and CCT's customary form a copy of which has been provided to Buyer); (xi) any agreement that could reasonably be expected to have the effect of prohibiting or impairing the conduct of the business of BMR, CCT or Buyer or any of their respective Subsidiaries; (xii) any agreement under which BMR or CCT is restricted from providing services to customers or potential customers in any geographic area, during any period of time; and (xxiii) except for Excluded Obligations, any other agreement (or group of related agreements) either involving more than $25,000 500,000 or not entered into in the Ordinary Course ordinary course of Businessbusiness. (b) The Company BMR has delivered or made available to the Parent Buyer a complete and accurate copy of each agreement listed in Section 2.13 3.14 of the Disclosure ScheduleSchedules (the "Scheduled Contracts"). With respect to each agreement so listed, and except as set forth in Section 2.13 of the Disclosure Schedule: (i) the agreement is legal, valid, binding and enforceable and in full force and effect; (ii) for those agreements to which BMR is a party, except for agreements requiring Third Party Consent referenced in Section 5.10 below, the agreement is assignable by BMR to Buyer without the consent or approval of any party and will continue to be legal, valid, binding and enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; and (iii) neither the Company BMR nor any Subsidiary CCT nor, to the knowledge of the CompanyBMR or CCT, any other party, is in breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the knowledge of the CompanyBMR or CCT, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Company BMR or any Subsidiary CCT or, to the knowledge of the CompanyBMR or CCT, any other party under such contractagreement and (iv) all services rendered or performed by or on behalf of BMR or CCT pursuant to the clinical trials contracts that are included in the CCT Contracts at the date hereof and prior to the Closing Date will have been rendered and performed in all material respects in compliance with the provisions and protocols established under such contracts and in a professional, efficient and timely manner.

Contracts. (aA) Section 2.13 Part 2.7 of the Company Disclosure Schedule lists identifies the following agreements (written or oral) Company Contracts, which shall be collectively hereinafter referred to which the Company or any Subsidiary is a party as of the date of this Agreement"MATERIAL CONTRACTS": (I) each Company Contract with a Payor Customer or a Vendor Customer involving (i) payments by any agreement (or group of related agreements) for the lease of personal property from or to third parties providing for lease payments party in excess of $25,000 35,000 per annum month as calculated on average over the last six months, or having a remaining term longer (ii) more than 12 100,000 transactions per month as calculated on average over the last six months; (iiII) any agreement (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, (B) which involves more than the sum of $25,000, or (C) in which the each Company or any Subsidiary has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party; (iii) any agreement which, to the knowledge of the Company, establishes Contract concerning a partnership or joint ventureventure with, or any other investment in (whether through the acquisition of an equity interest, the making of a loan or advance or otherwise), any Person; (ivIII) any agreement each Company Contract (or group of related agreementsA) under which it the Company has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness for borrowed money, (including B) constituting capitalized lease obligations, (C) involving more than $25,000 or under which it the Company has imposed (or may impose) granted a Security Interest material Encumbrance on any asset of its assetsthe Company other than a Permitted Encumbrance, tangible or intangible(D) under which the Company has incurred any material obligations for any performance bonds, payment bonds, bid bonds, surety bonds, letters of credit, guarantees or similar instruments; (vIV) each Company Contract with any agreement concerning confidentiality present or noncompetition; (vi) any employment former director, officer, employee, agent or consulting consultant of the Company, or the spouses or relatives of such Persons, other than the Company's form of proprietary information and inventions agreement; (viiV) any agreement involving any officer, director or stockholder each Company Contract containing a provision of the Company or any affiliate, type commonly referred to as defined in Rule 12b-2 under the Exchange Act (an “Affiliate”), thereofa "most favored nation" provision; (viiiVI) any agreement under which each Company Contract regarding the consequences provision of a default telecommunications services or termination would reasonably be expected to have a other outsourcing services, in each case involving payments in excess of $250,000 during the term of such Company Material Adverse EffectContract; (ixVII) any agreement which contains any provisions requiring each Company Contract providing for sharing of payments based on, or measured by, some or all of revenues, profit or similar items of the Company, other than Company Contracts with Vendor Customers providing for the payment of transaction rebates; (VIII) each Company Contract or group of related Company Contracts providing for payments by the Company or any Subsidiary to indemnify any other party thereto (excluding indemnities contained in agreements for excess of $250,000 over the purchase, sale or license life of products entered into in the Ordinary Course of Business); and (x) any other agreement such Company Contract (or group of related agreements) either involving Company Contracts for a single supplier), except for such Company Contracts that are cancelable on not more than $25,000 sixty (60) days' notice by the Company without penalty or not entered into increased cost; (IX) each Company Contract, other than the Ancillary Agreements and other than the limitations on the scope of business set forth in the Ordinary Course Constituent Documents or the Stockholders' Agreement dated August 3, 2001, containing covenants restraining or limiting the freedom of Businessthe Company to engage in any line of business or compete with any Person including, without limitation, by restraining or limiting the right to solicit customers or that could reasonably be expected, following the closing, to restrain or limit the freedom of Parent or Affiliate thereof to engage in any line of business or compete with any Person; (X) each Company Contract that provides for the Company to be the exclusive or a preferred provider of any product or service to any Person or the exclusive or a preferred recipient of any product or service of any Person during any period of time or that otherwise involves the granting by any Person to the Company of exclusive or preferred rights of any kind; and (XI) each Company Contract that provides for any Person to be the exclusive or a preferred provider of any product or service to the Company or the exclusive or a preferred recipient of any product or service of the Company during any period of time or that otherwise involves the granting by the Company to any Person of exclusive or preferred rights of any kind or that could, giving effect to the Closing, so provide with respect to Parent or its Affiliates; (XII) each Company Contract pursuant to which aggregate commissions in excess of $20,000 were paid by the Company to any Person during the last six months, other than Company Contracts with employees of the Company and Company Contracts with Vendor Customers providing for the payment of transaction rebates; (XIII) each Company Contract with any of the Stockholders or any of their Affiliates; (XIV) each Company IP Contract pursuant to which the Company is obligated to make a royalty payment after the Closing Date; and (XV) any other Company Contract which is material to the business of the Company. (bB) The Company has delivered or made available to To the Parent a complete and accurate copy of each agreement listed in Section 2.13 of the Disclosure Schedule. With respect to each agreement so listed, and except as set forth in Section 2.13 of the Disclosure Schedule: (i) the agreement is legal, valid, binding and enforceable and in full force and effect; (ii) the agreement will continue to be legal, valid, binding and enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; and (iii) neither the Company nor any Subsidiary nor, to the knowledge Knowledge of the Company, any other party, is in breach the Company has not violated or violation ofbreached, or committed any default under, any such agreementMaterial Contract, and and, to the Knowledge of the Company, no other Person has violated or breached, or committed any default under, any Material Contract. To the Knowledge of the Company, no event has occurred, is pending orand no circumstance or condition exists, to the knowledge of the Company, is threatened, which, after the giving of notice, that (with or without notice or lapse of time) will, or otherwisecould reasonably be expected to, would constitute result in a violation or breach of any of the provisions of any Material Contract. The Company has not received from any party thereto any written notice of any intent by such other party to terminate or default by otherwise fail to fully perform any Material Contract or any written notice that the Company or is in breach of any Subsidiary or, Material Contract. The Company has made available to the knowledge Parent a true and correct copy of the Company, any other party under such contracteach written Material Contract.

Contracts. (a) Section 2.13 SCHEDULE 3.15(A) lists all outstanding written contracts (except for usual and ordinary purchase orders executed in the normal course of business and except for insurance policies and contracts that will be terminated on the Disclosure Schedule lists the following agreements (written Closing), agreements, leases, permits or oral) licenses, to which the Company or any Subsidiary is a party which, as of the date hereof, any of this Agreement:the AVEX Group is a party or is otherwise bound, of the type described below (the "CONTRACTS"): (i) any agreement (or group of related agreements) all agreements for the lease purchase by any of the AVEX Group of machinery, equipment or other personal property from or other than those that are for amounts not to third parties providing for lease payments in excess of exceed $25,000 per annum or having a remaining term longer than 12 months500,000; (ii) any agreement (all capitalized leases, pledges, conditional sale or group of related agreements) for title retention agreements involving the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period payment of more than one year, (B) which involves more than the sum of $25,000, or (C) in which the Company or any Subsidiary has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party500,000; (iii) all agreements between Seller or any agreement which, to the knowledge of its Affiliates and any of the Company, establishes a partnership or joint ventureAVEX Group; (iv) all agreements relating to the consignment or lease of personal property (whether any agreement (of the AVEX Group is lessee, sublessee, lessor or group sublessor), other than such agreements that provide for annual payments of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more less than $25,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible500,000; (v) all agreements containing commitments of suretyship, guarantee or indemnification (except for guarantees, warranties and indemnities provided by any agreement concerning confidentiality of the AVEX Group in the ordinary course of business and those having a contract value in the aggregate of $1,000,000 or noncompetitionless); (vi) all mortgages, indentures, notes, bonds or loan agreements relating to indebtedness incurred or provided by any employment or consulting agreement;of the AVEX Group; and (vii) any agreement agreement, other than those covered by clauses (i) through (vi) above or those covered by Section 3.12, 3.16 or 3.17, involving payment or receipt by any officer, director or stockholder of the Company or any affiliate, as defined in Rule 12b-2 under the Exchange Act (an “Affiliate”), thereof; (viii) any agreement under which the consequences AVEX Group of a default or termination would reasonably be expected to have a Company Material Adverse Effect; (ix) any agreement which contains any provisions requiring the Company or any Subsidiary to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); and (x) any other agreement (or group of related agreements) either involving more than $25,000 or not entered into 1,000,000 in the Ordinary Course of Businessaggregate in any calendar year. (b) The Company Except as set forth on SCHEDULE 3.15(B), and to the knowledge of Seller, none of the other parties to any such Contracts is in material default thereof, and none of such parties has given written notice to any of the AVEX Group that it intends to terminate or materially alter the provisions of such Contracts either as a result of transactions contemplated hereby or otherwise, and none of the AVEX Group has given notice to any other party to any such Contract that it intends to terminate or materially alter the provisions of any such Contract. (c) None of the AVEX Group is in material default, nor has any of the AVEX Group been given notice of, any default or claimed, purported or alleged default, under any of the Contracts. (d) Except as summarized on SCHEDULE 3.15(D), there are no outstanding written purchase orders or purchase commitments relating to goods or services to be purchased by any of the AVEX Group within the ordinary and usual course of business in excess of $1,000,000. To the knowledge of Seller, there are no outstanding purchase orders or purchase commitments relating to any of the AVEX Group which are not in the ordinary and usual course of business. (e) Correct and complete copies of all Contracts, including any amendments thereto, have been delivered or made available to the Parent a complete and accurate copy of each agreement listed in Section 2.13 of the Disclosure Schedule. With respect to each agreement so listed, and except as set forth in Section 2.13 of the Disclosure Schedule: (i) the agreement is legal, valid, binding and enforceable and in full force and effect; (ii) the agreement will continue to be legal, valid, binding and enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; and (iii) neither the Company nor any Subsidiary nor, to the knowledge of the Company, any other party, is in breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Company or any Subsidiary or, to the knowledge of the Company, any other party under such contractPurchaser.

Contracts. (a) Section 2.13 SCHEDULE 4.16 lists each Contract of the Disclosure Schedule lists the following agreements (written or oral) types to which the Company or any Subsidiary is a party party, or by which it is bound, as of the date hereof, except for any Contract that may be terminated by the Company on not more than 30 days' notice without any Liability and any Contract under which the executory obligation of this Agreement:the Company involves an amount of less than $10,000 (such excepted Contracts are referred to collectively as "Minor Contracts"): (i) Contracts with any agreement (present or group former stockholder, director, officer, employee, partner or consultant of related agreements) for the lease of personal property from Company or to third parties providing for lease payments in excess of $25,000 per annum or having a remaining term longer than 12 monthsany Affiliate thereof; (ii) any agreement (or group of related agreements) Contracts for the future purchase of, or sale of products payment for, supplies or products, or for the furnishing lease of any Asset from or receipt the performance of services (A) which calls for performance over by a period of more than one yearthird party, (B) which involves more than the sum in excess of $25,00010,000 in any individual case, or (C) any Contracts for the sale of Inventory or products that involve an amount in which the Company or any Subsidiary has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating excess of $10,000 with respect to any products one supplier or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain other party; (iii) Contracts to sell or supply products or to perform services that involve an amount in excess of $25,000 in any agreement which, to the knowledge of the Company, establishes a partnership or joint ventureindividual case; (iv) Contracts to lease to or to operate for any agreement (or group other party any Asset that involve an amount in excess of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 or under which it has imposed in any individual case (or may impose) a Security Interest other than Real Estate Leases and Non-Real Estate Leases identified on any of its assets, tangible or intangibleother SCHEDULES); (v) Any notes, debentures, bonds, conditional sale agreements, equipment trust agreements, letter of credit agreements, reimbursement agreements, loan agreements or other Contracts for the borrowing or lending of money (including loans to or from the Seller or any agreement concerning confidentiality officers, directors, partners, stockholders or noncompetitionAffiliates of the Company or any members of their immediate families), agreements or arrangements for a line of credit or for a guarantee of, or other undertaking in connection with, the indebtedness of any other Person; (vi) Any Contracts under which any employment or consulting agreement;Encumbrances exist with respect to any Assets; and (vii) Any other Contracts (other than Minor Contracts and those described in any agreement involving any officer, director or stockholder of the Company or any affiliate, as defined in Rule 12b-2 under the Exchange Act (an “Affiliate”), thereof; i) through (viiivi) any agreement under which the consequences of a default or termination would reasonably be expected to have a Company Material Adverse Effect; (ixabove) any agreement which contains any provisions requiring the Company or any Subsidiary to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into not made in the Ordinary Course ordinary course of Business); and (x) any other agreement (or group of related agreements) either involving more than $25,000 or not entered into in the Ordinary Course of Businessbusiness. (b) The No Company is in Default under any Contract (including any Real Estate Leases and Non-Real Estate Leases), which Default could result in a Liability on the part of the Company in excess of $10,000 in any individual case, and the aggregate Liabilities that could result from all such Defaults do not exceed $25,000. No Company has delivered or made available to the Parent a complete and accurate copy of each agreement listed in Section 2.13 of the Disclosure Schedule. With respect to each agreement so listed, and except as set forth in Section 2.13 of the Disclosure Schedule: (i) the agreement is legal, valid, binding and enforceable and in full force and effect; (ii) the agreement will continue to be legal, valid, binding and enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; and (iii) neither the Company nor received any Subsidiary nor, to the knowledge of the Company, any other party, is in breach or violation ofcommunication from, or default under, given any such agreement, and no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Company or any Subsidiary or, to the knowledge of the Companycommunication to, any other party indicating that the Company or such other party, as the case may be, is in Default under any Contract where such contractDefault could have a Material Adverse Effect. To the knowledge of any Selling Party, none of the other parties in any such Contract to which the Company is a party is in Default thereunder.

Contracts. (a) Section 2.13 of the Disclosure Schedule lists 3.12.1 Appendix 3.12.1 annexed hereto identifies the following agreements (written or oral) --------------- contracts, leases and other contractual obligations to which the Company or any Subsidiary Business is currently a party as of or by which the date of this Agreement: Business is currently bound: (i) contracts with or loans to any agreement of the stockholders, officers, directors, employees, agents, consultants, advisors, salesmen, distributors or sales representatives of the Corporation; (ii) any collective bargaining agreement; (iii) contracts with suppliers, other than purchase orders in the ordinary course of business; (iv) contracts with customers other than purchase orders in the ordinary course of business; (v) leases as lessor of real estate or group of related agreements) for the lease of personal property from or to third parties providing for lease payments equipment involving an annual expenditure in excess of $25,000 per annum 50,000; (vi) deeds of trust, mortgages, conditional sales contracts, security agreements, pledge agreements, trust receipts, or having any other agreements or arrangements whereby any of the Assets is subject to a remaining term longer than 12 months; lien, encumbrance, charge or other restriction; (iivii) agreements evidencing loans or lines of credit; (viii) contracts restricting the Business from doing business in any agreement areas or in any way limiting competition in any respect; (or group ix) contracts which are not required to be disclosed pursuant to any other clause of related agreementsthis Section 3.12.1 ("Other Contracts") for and which in the purchase or sale of products or for the furnishing or receipt of services aggregate (Ai.e., when considered with all similar Other Contracts) which calls for performance over a period require payments of more than one $75,000 per year; (x) contracts providing for the installation or maintenance of equipment purchased or leased by the Corporation involving the expenditure of at least $50,000 per year; (xi) any distribution marketing alliance, strategic alliance, joint venture, partnership or limited partnership agreement; (Bxii) which involves more than guarantees by the sum Corporation of $25,000, the obligations of IVAX or any other person except those resulting from the endorsement of customer checks deposited by the Corporation for collection; (Cxiii) in contracts or arrangements pursuant to which the Company or any Subsidiary has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or Corporation has agreed to purchase a minimum quantity of goods indemnify, hold harmless or services defend any person or has agreed entity; (xiv) all commitments to purchase goods enter into any contract, lease or services exclusively from a certain party; (iii) any agreement which, to the knowledge obligation of the Company, establishes a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement concerning confidentiality or noncompetition; (vi) any employment or consulting agreement; (vii) any agreement involving any officer, director or stockholder of the Company or any affiliate, as defined type described in Rule 12b-2 under the Exchange Act (an “Affiliate”), thereof; (viii) any agreement under which the consequences of a default or termination would reasonably be expected to have a Company Material Adverse Effect; (ix) any agreement which contains any provisions requiring the Company or any Subsidiary to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); and (x) any other agreement (or group of related agreements) either involving more than $25,000 or not entered into in the Ordinary Course of Business. (b) The Company has delivered or made available to the Parent a complete and accurate copy of each agreement listed in this Section 2.13 of the Disclosure Schedule. With respect to each agreement so listed, and except as set forth in Section 2.13 of the Disclosure Schedule: (i) the agreement is legal, valid, binding and enforceable and in full force and effect; (ii) the agreement will continue to be legal, valid, binding and enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing3.12; and (iiixv) neither escrow arrangements of any sort. The Corporation has performed all obligations required on its part to be performed to date under any of such contracts, leases or other commitments to which it is a party or otherwise bound and no default has occurred thereunder (or will occur thereunder upon the Company nor any Subsidiary nor, giving of notice or the passage of time or both) which is likely to have an Adverse Effect. To the knowledge Best Knowledge of the CompanyCorporation, any other party, is all parties to such contracts and leases with the Corporation are in breach or violation of, or default under, any such agreement, substantial compliance therewith and no event has occurred, is pending or, to the knowledge of the Company, is threatened, occurred which, after through the giving of notice, with lapse notice or the passage of time, time or otherwiseboth, would cause or constitute a breach default under any such contract or default by lease or would cause the Company or acceleration of any Subsidiary or, to the knowledge obligation of the Company, any other party under such contractthereto. 3.12.2 Except as shown on Appendix 3.

Contracts. (a) Section 2.13 2.14 of the Company Disclosure Schedule lists the following agreements (written or oral) to which the Company or any Subsidiary is a party as of the date of this Agreement:Agreement (other than the Transaction Documentation (as hereinafter defined)): (i) any agreement (or group of related agreements) for the lease of personal property from or to third parties providing (A) which provides for lease payments in excess of $25,000 per annum or having (B) which has a remaining term longer than 12 monthsmonths and is not cancellable without penalty by the Company on sixty (60) days or less prior written notice; (ii) any agreement (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, is not cancellable without penalty by the Company on sixty (B60) which days or less prior written notice and involves more than the sum of $25,000, or (CB) in which the Company or any Subsidiary has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party; (iii) any agreement which, to the knowledge of the Company, establishes is a partnership material joint venture or joint venturelegal partnership; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement concerning confidentiality that purports to limit in any material respect the right of the Company to engage in any line of business, or noncompetitionto compete with any person or operate in any geographical location; (vi) any employment agreement or consulting agreement; (vii) any agreement involving any officer, director or stockholder of the Company or any affiliate, affiliate (as defined in Rule 12b-2 under the Exchange Act Act) thereof (an “Affiliate”) (other than stock subscription, stock option, restricted stock, warrant or stock purchase agreements the forms of which have been made available to Purchaser), thereof; (viii) any agreement or commitment for capital expenditures in excess of $10,000, for a single project (it being represented and warranted that the liability under which all undisclosed agreements and commitments for capital expenditures does not exceed $25,000 in the consequences of a default or termination would reasonably be expected to have a Company Material Adverse Effectaggregate for all projects); (ix) any agreement which contains any provisions requiring the Company or any Subsidiary to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); (x) any agreement, other than as contemplated by this Agreement, relating to the future sales of securities of the Company other than outstanding stock option, restricted stock, warrant or stock purchase agreements the forms of which have been made available to Purchaser; and (xxi) any other agreement (or group of related agreements) either involving more than (A) under which the Company is obligated to make payments or incur costs in excess of $25,000 in any year or (B) not entered into in the Ordinary Course of Business, in each case which is not otherwise described in clauses (i) through (xi). (b) The Company has delivered or made available to the Parent Purchaser a complete and accurate copy of each agreement listed in Section 2.13 2.14 of the Company Disclosure Schedule. With respect to each agreement so listed, and except as set forth in Section 2.13 2.14 of the Company Disclosure Schedule: (i) the agreement is a legal, valid, binding and enforceable obligation of the Company and in full force and effect, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity, whether applied in a court of law or a court of equity; (ii) the agreement will continue to be legal, valid, binding and enforceable obligation of the Company, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity, whether applied in a court of law or a court of equity and will be in full force and effect immediately following the Closing Effective Time in accordance with the terms thereof as in effect immediately prior to the ClosingEffective Time; and (iii) neither the Company nor any Subsidiary nor, to the knowledge of the Company, any other party, is in breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Company or any Subsidiary or, to the knowledge of the Company, any other party under such contract, except for any breach, violation or default that has not had a Company Material Adverse Effect.

Contracts. (a) Section 2.13 2.15 of the Disclosure Schedule lists the following agreements (written or oral) to which the Company or any Subsidiary is a party as of the date of this Agreement: (i) any agreement (or group of related agreements) for the lease of personal property from or to third parties providing for lease payments in excess of $25,000 per annum or having a remaining term longer than 12 monthstwelve months or a monthly rental amount in excess of $5,000.00; (ii) any agreement (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, or (B) which involves more than the sum of $25,000, or (C) in which the Company or any Subsidiary has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party; (iii) any agreement whichconcerning the establishment or operation of a partnership, to the knowledge of the Company, establishes a partnership joint venture or joint venturelimited liability company; (iv) any agreement (or group of related agreements) in effect as of the Closing under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement concerning confidentiality for the disposition of any significant portion of the assets or noncompetitionbusiness of the Company (other than sales of products in the Ordinary Course of Business) or any agreement for the acquisition of the assets or business of any other entity (other than purchases of inventory or components in the Ordinary Course of Business); (vi) any employment agreement concerning confidentiality or consulting agreementnon-competition, including, without limitation, those listed in Schedule 2.15 (a) (vi) of the Disclosure Schedule, which shall include, without limitation, the Employee Covenant Agreements; (vii) any employment or consulting agreement, including any severance, notice, change of control or similar agreement; (viii) any agreement involving any current or former officer, director or stockholder of the Company or any affiliate, as defined in Rule 12b-2 under the Exchange Act (an “Affiliate”), Affiliate thereof; (viiiix) any agreement under which the consequences of a default or termination would reasonably be expected to have a Company Material Adverse Effect; (ixx) any agreement which contains any provisions requiring the Company or any Subsidiary to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business)party; and (xxi) any other agreement (or group of related agreements) either involving more than $25,000 5,000.00 or not entered into in the Ordinary Course of Business. (b) The Company has delivered or made available to the Parent Buyer a complete and accurate copy of each material agreement listed in Section 2.13 or Section 2.15 of the Disclosure Schedule. With respect to each agreement so listed, and except as set forth in Section 2.13 of the Disclosure Schedule: : (i) the agreement is legal, valid, binding and enforceable and in full force and effect; ; (ii) the agreement will continue to be legal, valid, binding and enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; and and (iii) neither the Company nor any Subsidiary nor, to the knowledge of the Company, any other party, is in breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Company or any Subsidiary or, to the knowledge of the Company, any other party under such contractagreement; (A) subject to in the case of sub-clause (i) and (ii), bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of generally applicability relating to or affecting creditors’ rights and to general equity principles and (B) except as would not reasonably be expected to have a Company Material Adverse Effect in the aggregate.

Contracts. (a) Section 2.13 2.14 of the Disclosure Schedule lists the following agreements (written or oral) to which the Company or any Subsidiary is a party as of the date of this Agreement: (i) any agreement (or group of related agreements) for the lease of personal property from or to third parties providing for lease payments in excess of $25,000 10,000 per annum or having a remaining term longer than 12 three months; (ii) any agreement (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, (B) which involves more than the sum of $25,000, 5,000 or (C) in which the Company or any Subsidiary has granted manufacturing rights, “"most favored nation” " pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party; (iii) any agreement whichconcerning the establishment or operation of a partnership, to the knowledge of the Company, establishes a partnership joint venture or joint venturelimited liability company; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 10,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement for the disposition of any significant portion of the assets or business of the Company or any agreement for the acquisition of the assets or business of any other entity; (vi) any agreement concerning confidentiality or noncompetition; (vivii) any employment or consulting agreement; (viiviii) any agreement involving any current or former officer, director or stockholder of the Company or any affiliate, as defined in Rule 12b-2 under the Exchange Act (an “Affiliate”), Affiliate thereof; (viiiix) any agreement under which the consequences of a default or termination would reasonably be expected to have a Company Material Adverse Effect; (ixx) any agreement which contains any provisions requiring the Company or any Subsidiary to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); and (xxi) any other agreement (or group of related agreements) either involving more than $25,000 5,000 or not entered into in the Ordinary Course of Business. (b) The Company has delivered or made available to the Parent Buyer a complete and accurate copy of each agreement listed in Section 2.13 or Section 2.14 of the Disclosure Schedule. With respect to each agreement so listed, and except as set forth in Section 2.13 of the Disclosure Schedule: (i) the agreement is legal, valid, binding and enforceable and in full force and effecteffect with respect to the Company; (ii) to the knowledge of the Company, the agreement will continue to be legal, valid, binding and enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; and (iii) neither the Company nor any Subsidiary nor, to the knowledge of the Company, any other party, is in material breach or violation of, or material default under, any such agreement, and no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a material breach or material default by the Company or any Subsidiary or, to the knowledge of the Company, any other party under such contractagreement.

Contracts. (a) Section 2.13 Except as set forth on Schedule 4.6(a), immediately following the Closing, no Newly-Formed LLC is or will be bound by any of the Disclosure Schedule lists the following agreements (written or oral) to which the Company or any Subsidiary is a party as of the date of this Agreementfollowing: (i) any agreement (contract that grants a power of attorney, agency or group of related agreements) for the lease of personal property from or similar authority to third parties providing for lease payments in excess of $25,000 per annum or having a remaining term longer than 12 monthsanother Person; (ii) any contract to lend or advance to, invest in, or guarantee any indebtedness, obligation or performance of, or indemnify any Person; (iii) any contract relating to the employment of any Person by such Newly-Formed LLC not terminable at will by such Newly-Formed LLC without obligation to pay any severance, termination or other payment, or any bonus, deferred compensation, pension, severance, profit sharing, stock option, employee stock purchase, retirement or other employee benefit plan, except the Employment Agreements; (iv) any contract other than purchase orders in the ordinary course, pursuant to which such Newly-Formed LLC is (1) required to make payments of $75,000 or more, or (2) entitled to receive payments of $75,000 or more, and, in each such case, any such Contract is not, without a payment required thereunder (beyond those due for work performed or materials delivered thereunder), terminable upon thirty (30) days or less notice; (v) any contract limiting the freedom of a Newly-Formed LLC from engaging in any business including any non-competition agreement or other restrictive covenant agreement; (vi) except for Permitted Claims, any Contract that contains a Restriction with respect to any Contributed Asset of such Newly-Formed LLC; (vii) any other contract other than purchase orders in the ordinary course, which involves consideration or group other expenditures of related agreements) for the purchase a Newly-Formed LLC in excess of $75,000 or sale of products or for the furnishing or receipt of services (A) which calls for involving performance over a period of more than one year, six (B6) which involves more than the sum of $25,000, or (C) in which the Company or any Subsidiary has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party; (iii) any agreement which, to the knowledge of the Company, establishes a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement concerning confidentiality or noncompetition; (vi) any employment or consulting agreement; (vii) any agreement involving any officer, director or stockholder of the Company or any affiliate, as defined in Rule 12b-2 under the Exchange Act (an “Affiliate”), thereofmonths; (viii) any agreement under which the consequences of a default or termination would reasonably be expected to have a Company Material Adverse Effect;capitalized lease; and (ix) any agreement which contains unexpired written bid or proposal to enter into any provisions requiring of the Company or any Subsidiary to indemnify any other party thereto (excluding indemnities contained in agreements for the purchasecontacts identified above that is of a nature that it could, sale or license of products entered into in the Ordinary Course of Business); and (x) any other agreement (or group of related agreements) either involving more than $25,000 or not entered into in the Ordinary Course of Businessas presented, be accepted by a Third Party and be thereby binding upon such Newly-Formed LLC. (b) The Company has delivered or made available to the Parent a complete and accurate copy of each agreement listed in Section 2.13 of the Disclosure Schedule. With respect to each agreement so listed, and except Except as set forth in Section 2.13 of the Disclosure Schedule: (ion Schedule 4.6(b) the agreement each Contract to which any Seller or Newly-Formed LLC is legala party listed on Schedule 4.6(b) is as to such Seller or Newly-Formed LLC, valid, binding and enforceable and in full force and effect; (ii) the agreement will continue to be legal, valid, binding and enforceable valid and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; and there exists no (iiii) neither the Company nor any Subsidiary nor, to the knowledge of the Company, any other party, is in breach material default by such Seller or violation of, or default under, any such agreement, and no event has occurred, is pending Newly-Formed LLC or, to the knowledge of the Companysuch Seller or Newly-Formed LLC, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or any material default by the Company or any Subsidiary other party/parties thereto or, to the knowledge of such Seller or Newly-Formed LLC, event of default which could reasonably be expected to cause a Material Adverse Effect, or (ii) event, occurrence, condition or act which, with the Companygiving of notice or the lapse of time, would become a default or event of default thereunder which could reasonably be expected to cause a Material Adverse Effect. Each Seller or Newly-Formed LLC has substantially performed all of the terms and conditions of any Contract required to be performed at or prior to Closing to which it is a party in all material respects, and, to the knowledge of such Seller or Newly-Formed LLC, all of the covenants to be performed by any other party party/parties thereto have been performed in all material respects. A copy of each Contract identified on Schedule 4.6(a) or (b) or on any of the other Schedules to this Agreement has heretofore been delivered to the Company and such copy is true, correct, and complete in all material respects. Each Contract listed on any Schedule hereto is on arm’s-length terms. Each Seller or Newly-Formed LLC enjoys peaceful and undisturbed possession under all leases and licenses under which such contractSeller or Newly-Formed LLC is a grantee or licensee. No Seller has assigned, pledged, hypothecated or otherwise transferred any of its rights under any Contract to which it is a party, except pursuant to the Contribution Agreements. Each Seller’s or Newly-Formed LLC’s rights with respect to any such Contract are held free and clear of all Restrictions other than Restrictions contained in such Contract. (c) Except as set forth on Schedule 4.6(c), no written contracts between any Seller and its customers involving annual revenues in excess of $75,000 have been terminated since January 1, 2009.

Contracts. (a) Section 2.13 of the Disclosure Schedule lists the following agreements (written or oral5.14(a) to which the Company or any Subsidiary is sets forth a party true, complete and accurate list, as of the date of this Agreement:, of all of the following Contracts as amended to date which are currently in effect (collectively, “Material Contracts”): (i) all Contracts that require annual payments or expenses incurred by, or annual payments or income to, the Company Group of $1,000,000 or more (other than standard purchase and sale orders entered into in the ordinary course of business consistent with past practices); (ii) all sales, advertising, agency, sales promotion, market research, marketing or similar Contracts; (iii) each Contract with any agreement current employee of the Company Group (A) which has continuing obligations for payment of an annual compensation of at least $250,000, and which is not terminable for any reason or group no reason upon reasonable notice without payment of related agreementsany penalty, severance or other obligation; (B) for the lease of personal property from or to third parties providing for lease severance or post-termination payments or benefits to such employee (other than COBRA obligations or similar requirements under applicable local Law); or (C) providing for a payment or benefit in excess of $250,000 upon the consummation of the transactions contemplated by this Agreement or any Ancillary Agreement or as a result of a change of control of the Company; (iv) all Contracts creating a joint venture, strategic alliance, limited liability company or partnership arrangement to which a member of the Company Group is a party; (v) all Contracts relating to any acquisitions or dispositions of assets of value in excess of $500,000 by the Company Group (other than acquisitions or dispositions of inventory in the ordinary course of business consistent with past practices); (vi) all material IP Contracts, separately identifying all such IP Contracts under which the Company is obligated to pay royalties thereunder and all such IP Contracts under which the Company is entitled to receive royalties thereunder; (vii) all Contracts limiting the freedom of the Company Group to compete in any line of business or industry, with any Person or in any geographic area; (viii) all Contracts providing for guarantees, indemnification arrangements and other hold harmless arrangements made or provided by the Company, including all ongoing agreements for repair, warranty, maintenance, service, indemnification or similar obligations, other than Standard Contracts; (ix) all Contracts with or pertaining to the Company Group to which any Affiliate of the Company Group is a party, other than any Contracts relating to such Affiliate’s status as a Company Securityholder; (x) all Contracts relating to property or assets (whether real or personal, tangible or intangible), other than IP Contracts or Standard Contracts, in which the Company Group holds a leasehold interest (including the Lease) and which involve payments to the lessor thereunder in excess of $250,000 per year; (xi) all Contracts creating or otherwise relating to outstanding Indebtedness (other than intercompany Indebtedness) in the aggregate that are valued at $1,000,000 or greater; (xii) all Contracts relating to the voting or control of the equity interests of the Company Group or the election of directors of the Company Group (other than the organizational or constitutive documents of the Company Group); (xiii) all Contracts not cancellable by the Company Group with no more than ninety (90) days’ notice if the effect of such cancellation would result in monetary penalty to the Company Group in excess of $300,000 per the terms of such contract; (xiv) all research and development contracts with annual payments in excess of $25,000 per annum or having a remaining term longer than 12 months300,000; (iixv) all Contracts under which any agreement of the benefits, compensation or payments (or group the vesting thereof) will be increased or accelerated by the consummation of related agreements) for the purchase transactions contemplated by this Agreement or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, (B) which involves more than the sum of $25,000any Ancillary Agreement, or (C) in which the Company amount or value thereof will be calculated on the basis of, the transactions contemplated by this Agreement or any Subsidiary has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party; (iii) any agreement which, to the knowledge of the Company, establishes a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement concerning confidentiality or noncompetition; (vi) any employment or consulting agreement; (vii) any agreement involving any officer, director or stockholder of the Company or any affiliate, as defined in Rule 12b-2 under the Exchange Act (an “Affiliate”), thereof; (viii) any agreement under which the consequences of a default or termination would reasonably be expected to have a Company Material Adverse Effect; (ix) any agreement which contains any provisions requiring the Company or any Subsidiary to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business)Ancillary Agreement; and (xxvi) any all collective bargaining agreements or other agreement (with a labor union, labor organization or group of related agreements) either involving more than $25,000 or not entered into in the Ordinary Course of Businessworks council. (b) The Company has delivered or made available to the Parent a complete and accurate copy of each agreement listed in Section 2.13 of the Disclosure Schedule. With respect to each agreement so listed, and except as set forth in Section 2.13 of the Disclosure Schedule: Each Material Contract is (i) the agreement is legala valid and binding agreement, valid, binding and enforceable and in full force and effect; (ii) the agreement will continue to be legal, valid, binding and enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; and (iii) neither enforceable by and against the Company nor any Subsidiary Group and, to the Company’s Knowledge, each counterparty that is party thereto, subject, in the case of this clause (iii), to the Enforceability Exceptions. Neither the Company Group nor, to the knowledge of the Company, any other party, is in breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Company or any Subsidiary or, to the knowledge of the Company’s Knowledge, any other party to a Material Contract is in material breach or default (whether with or without the passage of time or the giving of notice or both) under the terms of any such contractMaterial Contract. The Company Group has not assigned, delegated or otherwise transferred any of its rights or obligations under any Material Contract or granted any power of attorney with respect thereto. (c) The Company Group is in compliance in all material respects with all covenants, including all financial covenants, in all notes, indentures, bonds and other instruments or Contracts establishing or evidencing any Indebtedness. The consummation and closing of the transactions contemplated by this Agreement shall not cause or result in an event of default under any instruments or Contracts establishing or evidencing any Indebtedness.

Contracts. (a) Section 2.13 2.14 of the Disclosure Schedule lists the following agreements (written or oral) to which the Company or any Subsidiary is a party as of the date of this Agreement: (i) any agreement (or group of related agreements) for the lease of personal property from or to third parties providing for lease payments in excess of $25,000 50,000 per annum or having a remaining term longer than 12 months; (ii) any agreement (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, (B) which involves more than the sum of $25,00050,000, or (C) in which the Company or any Subsidiary has granted manufacturing rights, “"most favored nation” " pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party; (iii) any agreement which, to the knowledge of the Company, establishes establishing a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 50,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement concerning confidentiality or noncompetition; (vi) any employment or consulting agreement; (vii) any agreement involving any officer, director or stockholder of the Company or any affiliateaffiliate (an "Affiliate"), as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (an “Affiliate”the "Exchange Act"), thereof; (viii) any agreement under which the consequences of a default or termination would reasonably be expected to have a Company Material Adverse Effect; (ix) any agreement which contains any provisions requiring the Company or any Subsidiary to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); and (x) any other agreement (or group of related agreements) either involving more than $25,000 50,000 or not entered into in the Ordinary Course of Business. (b) The Company has delivered or made available to the Parent a complete and accurate copy of each agreement listed in Section 2.13 2.14 of the Disclosure Schedule. With respect to each agreement so listed, and except as set forth in Section 2.13 of the Disclosure Schedule: (i) the agreement is legal, valid, binding and enforceable and in full force and effect; (ii) the agreement will continue to be legal, valid, binding and enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; and (iii) neither the Company nor any Subsidiary nor, to the knowledge of the Company, any other party, is in breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Company or any Subsidiary or, to the knowledge of the Company, any other party under such contract.

Contracts. (a) Section 2.13 2.14 of the Disclosure Schedule lists the following agreements written arrangements (including without limitation written or oralagreements) to which the Company or any Subsidiary is a party as of the date of this Agreementparty: (ia) any agreement written arrangement (or group of related agreementswritten arrangements) for the lease of personal property from or to third parties providing for lease payments in excess of $25,000 10,000 per annum or having a remaining term longer than 12 six (6) months; (iib) any agreement written arrangement (or group of related agreementswritten arrangements) for the purchase licensing or sale distribution of software, products or other personal property or for the furnishing or receipt of services (Ai) which calls for performance over a period of more than one yearsix (6) months, (Bii) which involves more than the sum of $25,00010,000, or (Ciii) in which the Company or any Subsidiary has granted manufacturing rightsrights to license, “sublicense or copy, "most favored nation” " pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party; (iiic) any agreement which, to the knowledge of the Company, establishes written arrangement establishing a partnership or joint venture; (ivd) any agreement written arrangement (or group of related agreementswritten arrangements) under which it has created, incurred, assumed assumed, or guaranteed (or may create, incur, assume assume, or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 10,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (ve) any agreement written arrangement concerning confidentiality or noncompetition;noncompetition (other than (i) the Company's standard form of confidentiality, nonsolicitation and non-competition agreement with its employees, a copy of which has been provided to the Buyer, (ii) the nondisclosure agreements entered into among any of the Parties in connection with the transactions contemplated by this Agreement, and (iii) nondisclosure agreements entered into (vif) any employment or consulting agreement; (vii) any agreement written arrangement involving any officer, director or stockholder of the Company Shareholders or their Affiliates (for the purpose of this Agreement, "Affiliate" shall mean (A) in the case of an individual, the members of the immediate family (including parents, siblings and children) of (i) the individual and (ii) the individual's spouse, and (iii) any affiliateBusiness Entity that directly or indirectly, as defined through one or more intermediaries controls, or is controlled by, or is under common control with any of the foregoing individuals, or (B) in Rule 12b-2 the case of a Business Entity, another Business Entity or a person that directly or indirectly, through one or more intermediaries controls, or is controlled by, or is under common control with the Exchange Act (an “Affiliate”Business Entity), thereof; (viii) any agreement under which the consequences other than agreements providing for reimbursement of a default or termination would reasonably be expected to have a Company Material Adverse Effect; (ix) any agreement which contains any provisions requiring the Company or any Subsidiary to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license travel and related out of products entered into pocket expenses incurred in the Ordinary Course of Business); and (x) any other agreement (or group of related agreements) either involving more than $25,000 or not entered into in the Ordinary Course of Business. (b) The Company has delivered or made available to the Parent a complete and accurate copy of each agreement listed in Section 2.13 of the Disclosure Schedule. With respect to each agreement so listed, and except as set forth in Section 2.13 of the Disclosure Schedule: (i) the agreement is legal, valid, binding and enforceable and in full force and effect; (ii) the agreement will continue to be legal, valid, binding and enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; and (iii) neither the Company nor any Subsidiary nor, to the knowledge of the Company, any other party, is in breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Company or any Subsidiary or, to the knowledge of the Company, any other party under such contract.;

Contracts. (a) Section 2.13 2.11(a) of the Disclosure Schedule lists all of the following contracts or agreements (written or oral) to which the Company or any the Subsidiary is a party as of the date of this Agreement: (i) any agreement (or group of related agreements) for the lease of personal property from or to third parties providing for lease payments the remaining unpaid balance of which is in excess of $25,000 per annum 25,000, other than agreements that can be terminated by the Company or having a remaining term longer than 12 monthsthe Subsidiary, as applicable, on sixty (60) or fewer days’ notice without payment by the Company or the Subsidiary of any penalty; (ii) any agreement (or group of related written agreements) for the purchase or sale of products or for services under which the furnishing or receipt undelivered balance of such products and services (A) which calls for performance over a period of more than one year, (B) which involves more than the sum is in excess of $25,000, or (C) in which other than any such contracts and agreements that can be terminated by the Company or the Subsidiary, as applicable, on sixty (60) or fewer days’ notice without payment by the Company or the Subsidiary of any Subsidiary has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain partypenalty; (iii) any agreement which, to the knowledge of the Company, establishes establishing a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 any Indebtedness or under which it has imposed (or may impose) a Security Interest on any of its material assets, tangible or intangible, except for any Permitted Security Interest; (v) agreement that prohibits the Company or the Subsidiary from freely engaging in any agreement concerning confidentiality or noncompetitioncommercial activity anywhere in the world; (vi) agreement for the employment of any employment individual on a full-time or consulting agreementpart-time basis providing base annual compensation at a rate in excess of $100,000 during the year ended December 31, 2008; (vii) severance, “stay pay” or termination agreement with any agreement involving any officer, director officer or stockholder of other employee (other than agreements for which Buyer will not be obligated following the Company or any affiliate, as defined in Rule 12b-2 under the Exchange Act (an “Affiliate”Closing), thereof; (viii) agreement for the sale of any agreement under which assets or properties that involves a payment to be made to the consequences Company or any Affiliate thereof in excess of a default or termination would reasonably be expected to have a Company Material Adverse Effect$100,000, other than agreements for the sale of goods and services in the ordinary course of business; (ix) agreement for the acquisition of any agreement which contains any provisions requiring operating business or the Company or any Subsidiary to indemnify capital stock of any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business)person; and (x) any agreement that relates to Intellectual Property (other agreement (than a license granted to the Company or group the Subsidiary for commercially available software licensed on standard terms with a total replacement cost of related agreements) either involving more less than $25,000 or not entered into in the Ordinary Course of Business25,000). (b) The Company has delivered or made available to the Parent Buyer a correct and complete and accurate copy of each contract and agreement required to be listed in Section 2.13 2.11(a) of the Disclosure Schedule. With respect to , each dealer agreement so listed, and except as set forth in Section 2.13 dealer program agreement of the Disclosure Schedule: Company, each Employee’s Standard-Form Employee NDA and each other confidentiality, non-competition, proprietary rights or similar agreement between MicroStrategy and an Employee or any other person who has been an employee of the Company since October 10, 2003 (i) the agreement “Material Contracts”). Each Material Contract is a legal, valid, binding and enforceable and in full force and effect; (ii) the agreement will continue to be legal, valid, binding and enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; and (iii) neither obligation of the Company nor any Subsidiary noror the Subsidiary, as applicable, and, to the knowledge Company’s knowledge, of each other party thereto (except as the foregoing may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws relating to or affecting the rights of creditors generally and by equitable principles, including those limiting the availability of specific performance, injunctive relief, and other equitable remedies and those providing for equitable defenses), there exists no material defaults of the Company or the Subsidiary, as applicable, or, to the Company’s knowledge, any other party, is in breach or violation of, or default under, any such agreementparty thereto, and no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, occurred that with notice or lapse of time, or otherwise, time would constitute a material breach or default by or permit termination, modification, or acceleration, under the Company or agreement and no party thereto has repudiated any Subsidiary or, to the knowledge provision of the Company, any other party under such contract. (c) Each Dealer/Supplier NDA of the Company and the Subsidiary is listed on Schedule 1.3(b)(x).

Contracts. (a) Section 2.13 of the Disclosure Schedule lists the following agreements (written or oral) to which the Company or any Subsidiary is a party as of the date of this Agreement: (i) any agreement (or group of related agreements) for the lease of personal property from or to third parties providing for lease payments in excess of $25,000 per annum or having a remaining term longer than 12 months; (ii) any agreement (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, (B) which involves more than the sum of $25,000, or (C) in which the Company or any Subsidiary has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party; (iii) any agreement which, to the knowledge of the Company, establishes a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement concerning confidentiality or noncompetition; (vi) any employment or consulting agreement; (vii) any agreement involving any officer, director or stockholder of the Company or any affiliate, affiliate (as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (“Exchange Act”)) thereof (an “Affiliate”), thereof; (viii) any agreement or commitment for capital expenditures in excess of $25,000, for a single project (it being represented and warranted that the liability under all undisclosed agreements and commitments for capital expenditures does not exceed $100,000 in the aggregate for all projects); (ix) any agreement under which the consequences of a default or termination would reasonably be expected to have a Company Material Adverse Effect; (ixx) any agreement which contains any provisions requiring the Company or any Subsidiary to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); and; (xxi) any other agreement (or group of related agreements) either involving more than $25,000 or not entered into in the Ordinary Course of Business; and (xii) any agreement, other than as contemplated by this Agreement, relating to the sales of securities of the Company to which the Company is a party. (b) The Company has delivered or made available to the Parent a complete and accurate copy of each agreement listed in Section 2.13 of the Disclosure Schedule. With respect to each agreement so listed, and except as set forth in Section 2.13 of the Disclosure Schedule: (i) the agreement is legal, valid, binding and enforceable and in full force and effect; (ii) the agreement will continue to be legal, valid, binding and enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; and (iii) neither the Company nor any Subsidiary nor, to the knowledge of the Company, any other party, is in breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, with lapse of time, time or otherwise, would constitute a material breach or default by the Company or any Subsidiary or, to the knowledge of the Company, any other party under such contract.

Contracts. (a) Section 2.13 Each of the Disclosure Schedule lists the following material contracts, instruments, mortgages, notes, security agreements, leases, agreements (or understandings, whether written or oral) , to which the such Company or any Subsidiary of its subsidiaries is a party that relates to or affects the assets or operations of such Company or any of its subsidiaries or to which such Company or any of its subsidiaries or their respective assets or operations may be bound or subject is a valid and binding obligation of such Company and in full (b) Except as set forth in such Company's SEC Reports (including the exhibits thereto) filed prior to the date of this Agreement and the materials made available pursuant to Section 4.16 hereof or as set forth in Exhibit 4.9 hereto, as of the date of this Agreement: Agreement neither such Company nor any of its subsidiaries is a party to any oral or written (i) consulting agreement not terminable on sixty (60) days or less notice involving the payment of more than fifty thousand dollars ($50,000) per annum, in the case of any such agreement with an individual, (ii) joint venture agreement, (iii) noncompetition or group similar agreements that restrict such Company or its subsidiaries from engaging in a line of related agreementsbusiness, (iv) agreement with any executive officer or other employee of such Company or any subsidiary the benefits of which are contingent, or the terms of which are materially altered, upon the occurrence of a transaction involving such Company of the nature contemplated by this Agreement and which provides for the lease payment of personal property from or to third parties providing for lease payments in excess of ten thousand dollars ($25,000 per annum or having a remaining term longer than 12 months; (ii) any agreement (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year10,000), (Bv) which involves more than the sum agreement with respect to any executive officer of such Company or any subsidiary providing any term of employment beyond one (1) year or compensation guaranty in excess of seventy-five thousand dollars ($25,00075,000) per annum, or (Cvi) in which the Company agreement or plan, including any Subsidiary has granted manufacturing rightsstock option plan, “most favored nation” pricing provisions stock appreciation rights plan, restricted stock plan or exclusive marketing or distribution rights relating to stock purchase plan, any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party; (iii) any agreement which, to the knowledge of the Companybenefits of which will be increased, establishes a partnership or joint venture; (iv) any agreement (or group the vesting of related agreements) under the benefits of which it has createdwill be accelerated, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 or under which it has imposed (or may impose) a Security Interest on by the occurrence of any of its assets, tangible the transactions contemplated by this Agreement or intangible; (v) the value of any agreement concerning confidentiality or noncompetition; (vi) any employment or consulting agreement; (vii) any agreement involving any officer, director or stockholder of the Company or benefits of which will be calculated on the basis of any affiliate, as defined in Rule 12b-2 under the Exchange Act (an “Affiliate”), thereof; (viii) any agreement under which the consequences of a default or termination would reasonably be expected to have a Company Material Adverse Effect; (ix) any agreement which contains any provisions requiring the Company or any Subsidiary to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); and (x) any other agreement (or group of related agreements) either involving more than $25,000 or not entered into in the Ordinary Course of Business. (b) The Company has delivered or made available to the Parent a complete and accurate copy of each agreement listed in Section 2.13 of the Disclosure Schedule. With respect to each agreement so listed, and except as set forth in Section 2.13 of the Disclosure Schedule: (i) the agreement is legal, valid, binding and enforceable and in full force and effect; (ii) the agreement will continue to be legal, valid, binding and enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; and (iii) neither the Company nor any Subsidiary nor, to the knowledge of the Company, any other party, is in breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default transactions contemplated by the Company or any Subsidiary or, to the knowledge of the Company, any other party under such contractthis Agreement.

Contracts. (a) Section 2.13 2.14 of the Disclosure Schedule lists the following agreements (written or oral) to which the Company or any Subsidiary is a party as of the date of this Agreement: (i) any agreement (or group of related agreements) for the lease of personal property from or to third parties providing for lease payments in excess of $25,000 10,000 per annum or having a remaining term longer than 12 three months; (ii) any agreement (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, (B) which involves more than the sum of $25,00010,000, or (C) in which the Company or any Subsidiary has granted manufacturing rights, “"most favored nation” " pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party; (iii) any agreement which, to the knowledge of the Company, establishes establishing a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 10,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement concerning confidentiality or noncompetition; (vi) any employment or consulting agreement; (vii) any agreement involving any officer, director or stockholder of the Company or any affiliateaffiliate (an "Affiliate"), as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (an “Affiliate”the "Exchange Act"), thereof; (viii) any agreement under which the consequences of a default or termination would reasonably be expected to have a Company Material Adverse Effect; (ix) any agreement which contains any provisions requiring the Company or any Subsidiary to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); and (x) any other agreement (or group of related agreements) either involving more than $25,000 10,000 or not entered into in the Ordinary Course of Business. (b) The Company has delivered or made available to the Parent Buyer a complete and accurate copy of each agreement listed in Section 2.13 or Section 2.14 of the Disclosure Schedule. With respect to each agreement so listed, and except as set forth in Section 2.13 of the Disclosure Schedule: (i) the agreement is legal, valid, binding and enforceable in all material respects and in full force and effect; (ii) the agreement will is expected to continue to be legal, valid, binding and enforceable in all material respects and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; and (iii) neither the Company nor any Subsidiary nor, to the knowledge of the Company, any other party, is not in breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Company or any Subsidiary orCompany, to the knowledge of the Company, any other party under such contract.

Contracts. (a) Section 2.13 2.14(a) of the Disclosure Schedule lists the following agreements (written or oral) to which the Company or any Subsidiary is currently a party as of the date of this AgreementAgreement and that are currently in effect or under which the Company has any liability or obligation: (i) any agreement (or group of related agreements) for the lease of personal property from or to third parties providing for lease payments after the date of this Agreement in excess of $25,000 10,000 per annum or having a remaining term longer than 12 months; (ii) any agreement (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which that calls for performance over a period of more than one yearyear after the date of this Agreement, (B) which that involves more by its terms an amount greater than $10,000 that is payable by or to the sum Company after the date of $25,000this Agreement, or (C) in which the Company or any Subsidiary has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any services, products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party; (iii) any agreement whichconcerning the establishment or operation of a partnership, to the knowledge of the Company, establishes a partnership joint venture or joint venturelimited liability company; (iv) any agreement (or group of related agreements) under which it the Company has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 Company Debt or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement concerning confidentiality (other than this Agreement) providing for the disposition of any significant portion of the assets or noncompetitionbusiness of the Company (other than in the Ordinary Course of Business) or any agreement providing for the acquisition of the assets or business of any third party (other than purchases of inventory or equipment in the Ordinary Course of Business); (vi) any employment agreement concerning confidentiality, noncompetition or consulting agreementnon-solicitation (other than confidentiality agreements with customers and nondisclosure agreements entered into in the Ordinary Course of Business, copies of which have previously been provided to the Buyer, and the employee agreements described in Section 2.20(a)); (vii) any employment or consulting agreement involving pursuant to which the employee or consultant is entitled to employment or payment for a period of time or any severance or other termination payment; (viii) any agreement to which any current or former officer, director or stockholder of the Company or any affiliateor, as defined in Rule 12b-2 under to the Exchange Act (Knowledge of the Company, an “Affiliate”), thereofAffiliate thereof is a party; (viiiix) any agreement under which the consequences of a default or termination would reasonably be expected to have a Company Material Adverse Effect; (ixx) any agency, distributor, sales representative, franchise or similar agreements to which the Company is a party or by which the Company is bound; (xi) any agreement which that contains any provisions requiring an express obligation of the Company or any Subsidiary to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products or provision of services entered into in the Ordinary Course of Business); (xii) any agreement that prohibits or otherwise limits in any material respect the conduct of the business of the Company or other Affiliate as currently conducted; and (xxiii) any other agreement (or group of related agreements) either involving by its terms more than $25,000 10,000 per annum or not entered into in the Ordinary Course of Business. (b) The Company has delivered or made available to the Parent Buyer a complete and accurate copy of each agreement listed in Section 2.13 or Section 2.14 of the Disclosure Schedule. With respect to each agreement so listed, and except as set forth in Section 2.13 of the Disclosure Schedule: (i) the agreement is legal, valid, binding and enforceable against the Company and, to the Knowledge of the Company, each other party thereto, subject in each case to the Enforceability Exceptions, and is in full force and effect; (ii) the agreement will continue to be legal, valid, binding and enforceable and against the Company and, to the Knowledge of the Company, each other party thereto, subject in full force and effect each case to the Enforceability Exceptions, immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; and (iii) neither the Company nor any Subsidiary nor, to the knowledge Knowledge of the Company, any other party, is in material breach or violation of, or material default under, any such agreement, and no event has occurred, is pending or, to the knowledge Knowledge of the Company, is threatened, whichthat, after the giving of notice, with lapse of time, or otherwiseboth, would constitute a material breach or default by the Company or any Subsidiary or, to the knowledge Knowledge of the Company, any other party under such contractagreement.

Contracts. Section 5.17 of the Company Disclosure Schedule lists as of the date of this Agreement all written or oral contracts, agreements, guarantees, leases and executory commitments other than Plans (each a “Contract”) to which the Company is a party and which fall within any of the following categories (specifying the category into which each Contract falls) and which are not disclosed as “material contracts” (within the meaning of Item 601(b)(10) of Regulation S-K) in the Company SEC Documents and filed in unredacted form therewith: (a) Section 2.13 joint venture, partnership and like agreements, other than those that are, individually or in the aggregate, immaterial; (b) Contracts containing covenants purporting to limit the freedom of the Disclosure Schedule lists Company (or that, following the following agreements consummation of the Transactions, would materially restrict the ability of the Surviving Corporation or its affiliates) to compete in any line of business in any geographic area or to hire any individual or group of individuals; (written c) Contracts which contain minimum purchase conditions in excess of $200,000 or oralrequirements or other terms that restrict or limit the purchasing relationships of the Company, or any customer, licensee or lessee thereof; (d) Contracts relating to any outstanding commitment for capital expenditures in excess of $100,000; (e) Contracts relating to the lease or sublease of or sale or purchase of real or personal property involving any annual expense or price in excess of $100,000 and not cancelable by the Company (without premium or penalty) within one month; (f) Contracts with any labor organization or union; (g) any Contract relating to indebtedness for borrowed money (whether incurred, assumed, guaranteed or secured by any asset) or under which the Company has, directly or indirectly, made or would be required to make a loan, capital contribution to, or other investment in, any person (other than in the Company and other than (A) extensions of credit in the ordinary course of business and (B) investments in marketable securities in the ordinary course of business); (h) Contracts involving annual revenues to the business of the Company in excess of $150,000 (other than purchase and service orders entered into in the ordinary course of business); (i) any Contract pursuant to which the Company is subject to continuing indemnification involving more than $100,000; (j) Contracts with or for the benefit of any stockholder or affiliate of the Company and/or immediate family member thereof; (k) Contracts involving payments by the Company or its subsidiaries, in the aggregate, of more than $75,000 per year; (l) any Contract that contains restrictions with respect to payment of dividends or any other distribution in respect of the Company Common Stock; (m) Contracts that could reasonably be expected to prevent or materially impair or delay the consummation of the Transactions; (n) any Contract that is a settlement or similar agreement with any Governmental Authority or an order or consent of a Governmental Authority to which the Company or any Subsidiary of its subsidiaries is a party as of the date of this Agreement: (i) any agreement (or group of related agreements) for the lease of personal property from or to third parties providing for lease payments in excess of $25,000 per annum or having a remaining term longer than 12 months; (ii) any agreement (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, (B) which involves more than the sum of $25,000, or (C) in which subject involving future activities by the Company or any Subsidiary has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party; its subsidiaries; (iiio) any agreement whichContract that, to the knowledge of the Company (based on the Company’s cost accounting procedures), will result in a loss to the Company or the Surviving Corporation after the date hereof; (p) any sales representative, distribution, design or consulting Contract; (q) any Contract pursuant to which the Company is subject to continuing “earn-out” obligations; and (r) Contracts not entered into in the ordinary course of the Company’s business other than those that, together with related contracts, are not material to the business of the Company or any of its subsidiaries. All Contracts, all contracts disclosed as “material contracts” in the Company SEC Documents and field therewith and all other contracts that are individually material to the business or operations of the Company or any of its subsidiaries (collectively, the “Material Contracts”) are valid and binding obligations of the Company or any of its subsidiaries and, to the knowledge of the Company, establishes a partnership or joint venture; (iv) any agreement (or group the valid and binding obligation of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement concerning confidentiality or noncompetition; (vi) any employment or consulting agreement; (vii) any agreement involving any officer, director or stockholder each other party thereto. None of the Company or any affiliate, as defined in Rule 12b-2 under the Exchange Act (an “Affiliate”), thereof; (viii) any agreement under which the consequences of a default or termination would reasonably be expected to have a Company Material Adverse Effect; (ix) any agreement which contains any provisions requiring the Company or any Subsidiary to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); and (x) any other agreement (or group of related agreements) either involving more than $25,000 or not entered into in the Ordinary Course of Business. (b) The Company has delivered or made available to the Parent a complete and accurate copy of each agreement listed in Section 2.13 of the Disclosure Schedule. With respect to each agreement so listed, and except as set forth in Section 2.13 of the Disclosure Schedule: (i) the agreement is legal, valid, binding and enforceable and in full force and effect; (ii) the agreement will continue to be legal, valid, binding and enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; and (iii) neither the Company nor any Subsidiary its subsidiaries nor, to the knowledge of the Company, any other party, party thereto is in breach material violation of or violation in material default in respect of, nor has there occurred an event or default under, any such agreement, and no event has occurred, is pending or, to condition which with the knowledge passage of the Company, is threatened, which, after the time or giving of notice, with lapse of time, notice (or otherwise, both) would constitute a breach material default under or default by permit the Company modification or any Subsidiary or, to the knowledge of the Companytermination of, any other party under such contractMaterial Contract.

Contracts. (ai) Section 2.13 4(l)(i) of the Disclosure Schedule lists the following written agreements or contracts (written or oralother than Real Estate Agreements) to which the Company or any Subsidiary is a party in effect as of the date of this AgreementAgreement to which either Company is a party: (iA) any each employment agreement (other than those that are or group at the Closing Date will be terminable at will by either Company without any liability or penalty to either Company except with respect to services rendered prior to Closing); (B) each covenant not to compete that materially restricts the operation of related agreementseither Company as presently conducted; (C) for the each operating lease (as lessor or lessee) of tangible personal property (other than any such lease calling for payments of less than $250,000 per year); (D) each material License of any patents, trademarks, trade names, service marks, copyrights, or other Intellectual Property received from or granted to third parties providing other than licenses with Target Affiliates that terminate at or prior to Closing (each, an “IP License”) (other than Retained Software Agreements (as defined in Section 8(i), non-negotiated licenses for lease payments Company Intellectual Property embedded in equipment or fixtures and non-exclusive implied licenses and non-exclusive, non-negotiated licenses for the use of third-party Intellectual Property in connection with the sale of products or services); (E) each management, personal service, consulting, or other similar type of contract under which there exists an aggregate future liability in excess of $25,000 250,000 per annum contract (other than those that are or having at the Closing Date will be terminable at will or upon not more than 90 days’ notice by either Company without any liability or penalty to either Company except with respect to services rendered prior to Closing and other than those entered into in connection with a remaining term longer than 12 monthslicense); (iiF) any each material radio, television or newspaper advertising agreement (other than those that are or group of related agreementsat the Closing Date will be terminable at will or upon not more than 90 days’ notice by either Company without any liability or penalty to either Company except with respect to services rendered or products sold prior to Closing); (G) each agreement for the purchase by either of the Companies of supplies or sale of products or for the furnishing or receipt of services (A) which that calls for performance over a period of more than one yearyear (other than those that are or at the Closing Date will be terminable at will or upon not more than 90 days’ notice by either Company without any liability or penalty to either Company except with respect to services or products purchased prior to Closing); (H) each mortgage agreement, deed of trust, security agreement, purchase money agreement, conditional sales contract, or capital lease created or assumed by, or permitted to be created by written instrument made or accepted by, either Company (other than (1) any purchase money agreement, conditional sales contract, or capital lease evidencing liens only on tangible personal property under which there exists an aggregate future liability not in excess of $250,000 per contract or lease, (B2) protective filings of financing statements under the Uniform Commercial Code, and (3) agreements evidencing liens on the Real Estate covered by a Title Commitment that are shown on a Title Commitment or are otherwise of record); (I) any contract under which involves more either Company has advanced or loaned any other person amounts in the aggregate exceeding $250,000; (J) any agreement, except with the other Company, with respect to the lending or investing of funds, including, without limitation, agreements to purchase, redeem or otherwise acquire any ownership interest in or other security of, or, except with respect to depository accounts, to provide funds to, lend or make any investment (in the form of a loan, capital contribution or otherwise) in, any other person; (K) any outstanding power of attorney executed on behalf of either Company (other than those entered into in the sum ordinary course of business in connection with intellectual property or Tax matters); (L) each other agreement or contract not made in the ordinary course of business (other than an agreement or contract calling for payments by either Company of less than $25,000250,000 per year). (ii) Section 4(l) of the Disclosure Schedule sets forth each written agreement or contract (excluding the IT Agreements, or (Cas defined in the Transition Services Agreement) in effect as of the date of this Agreement or immediately prior to the Closing that relates primarily to the operation of Mervyn’s business or the ownership of its assets to which Target but not Mervyn’s is a party and the Company or any Subsidiary has granted manufacturing rightstermination of which, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating after giving effect to any products or territory or has agreed to purchase the Transition Services Agreement, would have a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party;Material Adverse Effect. (iii) any agreement whichTo the Knowledge of Target, to the knowledge of the Company, establishes a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement concerning confidentiality or noncompetition; (vi) any employment or consulting agreement; (vii) any agreement involving any officer, director or stockholder of the Company or any affiliate, as defined in Rule 12b-2 under the Exchange Act (an “Affiliate”), thereof; (viii) any agreement under which the consequences of a default or termination would reasonably be expected to have a Company Material Adverse Effect; (ix) any agreement which contains any provisions requiring the Company or any Subsidiary to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); and (x) any other agreement (or group of related agreements) either involving more than $25,000 or not entered into in the Ordinary Course of Business. (b) The Company has delivered or made available to the Parent a complete and accurate copy of each agreement and contract required to be listed in Section 2.13 4(l) of the Disclosure Schedule. With respect to each agreement so listedSchedule (collectively, and except as set forth in Section 2.13 of the Disclosure Schedule: (i“Material Contracts”) the agreement is legal, valid, binding and enforceable and in full force and effect; (ii) the agreement will continue to , except as such enforceability may be legallimited by bankruptcy, validinsolvency, binding and enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; and (iii) neither the Company nor any Subsidiary nor, to the knowledge of the Company, any other party, is in breach or violation of, or default under, any such agreementmoratorium, and no event has occurred, other similar laws affecting creditors’ rights generally and by general principles of equity. (iv) No Company is pending or, to (with or without the knowledge lapse of the Company, is threatened, which, after time or the giving of notice, with lapse or both) in breach of timeor in default under any Material Contract, or otherwise, would constitute a breach or default by the Company or any Subsidiary orand, to the knowledge Knowledge of the CompanyTarget, any no other party to any Material Contract is (with or without the lapse of time or the giving of notice, or both) in breach of or in default under such contractany Material Contract, except for, in either case, defaults that do not have a Material Adverse Effect. (v) A true and complete copy of each Material Contract has been made available to Buyer, together with all written amendments, waivers and other changes thereto. (vi) For purposes of this Section 4(l), agreements or contracts “terminable at will” mean agreements or contracts that do not provide for specified terms of completion, expiration, or termination or are expressly made terminable at will, regardless of whether any covenant of good faith and fair dealing may be implied, as a matter of law, in connection with the termination thereof.

Contracts. (a) Section 2.13 Except for this Agreement and as disclosed in the Filed SEC Documents, Schedule 4.12 contains a true, complete and correct list of the Disclosure Schedule lists the following agreements all agreements, contracts, commitments, orders, licenses, leases and other instruments (whether written or oral) which, in each case, are related in any way to RIH, New Pier or the Warehouse Assets of the types described below to which RIH or New Pier (or Parent (with respect to the Company or any Subsidiary Warehouse Assets only)) is a party as of or by which RIH or New Pier or their respective assets or the date of this Agreement:Warehouse Assets are bound and under which any such Person continues to have any obligation (the "Contracts"): (i) any agreement (leases, licenses or group of related agreements) agreements for the lease use of real or personal property from or to third parties providing for lease payments with annual rent in excess of $25,000 per annum or having a remaining term longer than 12 months200,000; (ii) any agreement (employment or group consulting, in each case providing for annual base compensation in excess of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) $100,000 and which calls for performance over a period of is not terminable on not more than one year, (B) which involves more than the sum of $25,000, 30 days' notice without penalty or (C) in which the Company or any Subsidiary has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain partypremium; (iii) any agreement whichloan agreements, indentures, letters of credit, mortgages, security agreements, pledge agreements, deeds of trust, bonds, notes, and other agreements and instruments relating to the knowledge borrowing of the Companymoney or obtaining of or extension of credit (excluding accounts payable), establishes a partnership or joint venturein each case involving in excess of $1,000,000; (iv) material licenses, licensing arrangements and other similar contracts providing in whole or in part for the use of, or limiting the use of, any agreement (or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangibleIntellectual Property; (v) any agreement concerning confidentiality material brokerage or noncompetitionfinder's agreements; (vi) any employment joint venture, partnership and similar contracts involving a sharing of profits or consulting agreementexpenses (excluding marketing contracts); (vii) asset purchase agreements, stock purchase agreements and other acquisition or divestiture agreements relating to the sale or disposal of any agreement involving any officer, director assets of RIH or stockholder New Pier or the Warehouse Assets for consideration in excess of the Company or any affiliate, as defined in Rule 12b-2 under the Exchange Act (an “Affiliate”), thereof$250,000; (viii) any agreement under which the consequences contract that requires payments by or to RIH or New Pier in excess of a default or termination would reasonably be expected to have a Company Material Adverse Effect$1,000,000 per annum; (ix) any agreement which contains any provisions requiring the Company material marketing or any Subsidiary to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); anddistributorship agreements; (x) purchase commitments for inventory items or supplies that, together with amounts on hand, constitute in excess of six months normal usage; (xi) any agreement with (A) any agent, distributor, dealer or franchisee other than those involving in the aggregate consideration or other expenditure of less than $100,000 per annum, or (B) any Affiliate; (xii) any guarantee of the payment or performance of any Person or any agreement to indemnify any Person, or act as a surety, or other agreement to be contingently or secondarily liable for the obligations of any Person other than (A) the endorsement of checks in the ordinary course of business, and (B) guarantees or agreements which individually do not exceed $250,000 or in the aggregate do not exceed $1,000,000; (xiii) collective bargaining agreements; (xiv) retention agreements, severance agreements, change of control agreements and similar arrangements to which RIH or New Pier, on the one hand, and any employee, consultant or other Person, on the other hand, are a party; (xv) [Not used]; (xvi) any agreement or arrangement for the purchase of any real estate, machinery, equipment or other capital assets in excess of $250,000; or (xvii) any other contract, agreement or commitment not the subject matter of clauses (i) through (xvi) above that is material to RIH or New Pier (or group of related agreements) either involving more than $25,000 or not entered into Parent (with respect to the Warehouse Assets only)). Notwithstanding the foregoing, Buyer acknowledges and agrees that no Governmental Approvals required under Environmental Laws and that no Environmental Documents are required to be listed in the Ordinary Course of BusinessSchedule 4.12. (b) The Company Buyer has delivered or made available been furnished with access to the Parent a complete and accurate copy of each agreement listed in Section 2.13 of the Disclosure Schedule. With respect to each agreement so listedall written Contracts, and except as together with all amendments thereto, set forth in Section 2.13 Schedule 4.12. Buyer has been furnished with an accurate written summary of all oral Contracts listed on Schedule 4.12. (c) There does not exist under any Contract any event of default or event or condition that, after notice or lapse of time or both, would constitute a violation, breach or event of default thereunder on the part of RIH or New Pier (or Parent (with respect to the Warehouse Assets only)), or, to the Knowledge of Seller, any other party thereto, except, in each case, for such events or conditions that would not have a Material Adverse Effect. Each of RIH and New Pier (and Parent (with respect to the Warehouse Assets only)) has performed all material obligations required to be performed by it to date under each of the Disclosure Schedule: (i) the agreement Contracts. Each Contract is a legal, valid, binding and enforceable and in full force and effect; (ii) obligation of RIH, New Pier or Parent, as the agreement will continue to be legalcase may be, valid, binding and enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; and (iii) neither the Company nor any Subsidiary norand, to the knowledge Knowledge of Seller, the Companyother parties thereto, any except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other partylaws affecting creditors' rights generally and by equitable principles, is in breach or violation ofincluding those limiting the availability of specific performance, or default under, any such agreement, injunctive relief and no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Company or any Subsidiary or, to the knowledge of the Company, any other party under such contractequitable remedies and those providing for equitable defenses.