Common use of Contracts Clause in Contracts

Contracts. (A) Schedule 4.15 is an accurate list and summary description of all ------------- material contracts and agreements to which any of the Sellers is a party and relating primarily to the conduct of the Business (including, without limitation, joint venture agreements, employment contracts, loan agreements, bonds, mortgages, Liens, Encumbrances, pledges or other security agreements) (collectively, the "Contracts"). (B) Except as set forth on Schedule 4.15 or contracts related solely ------------- to the Seller's paging business, with regard to the operation of the Business: (1) No Seller is a party to any contract, purchase or sales orders out of the Ordinary Course of Business, or commitment relating primarily to the conduct of the Business or the ownership of the Acquired Assets or the Inventory that involves a dollar amount in excess of $25,000; (2) No Seller is a party to any employment contracts with any Employees; (3) No Seller is a party to any material contract with sales or other agents, brokers, franchisees, distributors or dealers relating primarily to the conduct of the Business or the ownership of the Acquired Assets or the Inventory; (4) No Seller is a party to any partnership or joint venture agreement; (5) No Seller is a party to any material lease or other occupancy or use agreements, oral or written, nor has any Seller granted any options, rights of first refusal or security or other interests in or relating to the Acquired Assets, the Inventory or the Business; (6) No Seller has any material agreements giving any party the right to renegotiate or require a reduction in price or refund of payments previously made in connection with the Business; (7) No Seller has any material agreements for the borrowing or lending of money with respect to the Business and none is a party to any; (8) No Seller has any material agreement for the sale of goods or services to any Governmental Authority; (9) No Seller has any agreement granting any Person a Lien or Encumbrance on any of the Acquired Assets or the Inventory; (10) Except for the Purchased Contracts, no Seller is a party to or bound by any non-competition, secrecy or confidentiality agreement relating to the Business or the Acquired Assets or any other contract restricting its right to conduct the Business at any time, in any manner or at any place in the world, or the expansion thereof to other geographical areas, customers, suppliers or lines of Business; and (11) No Seller is a party to any material contract or arrangement that under circumstances now foreseeable is likely to have a Material Adverse Effect. (C) A true and correct copy of each Contract (or, where they are oral, complete and correct written summaries thereof) has been delivered to the Buyer prior to the date hereof. To the best of Sellers' knowledge, each Contract is now valid and in full force and effect. None of the Sellers has breached or improperly terminated any such Contract, and neither the Sellers nor, to the Sellers' knowledge, any third party is in default under any such Contract, the effect of which would have a Material Adverse Effect. To the best of Sellers' knowledge, there exists no condition or event which, after notice or lapse of time or both, would constitute any such breach, termination or default the effect of which would have a Material Adverse Effect. Except as set forth on Schedule 4.4, each such ------------ Contract to be assigned to the Buyer pursuant to this Agreement either is assignable to the Buyer without the consent of the other parties thereto or, with respect to any which may not be so assigned without such consents, the required consents are set forth in Schedule 4.4. ------------ 4.16

Contracts. (a) Section 3.11(a) of the Iris Disclosure Schedule lists the following Iris Contracts in effect as of the date of this Agreement (other than any Iris Benefit Plan) under which Iris or any of its Subsidiaries has any remaining material rights or obligations (each, a “Iris Material Contract”): (i) a material contract as defined in Item 601(b)(10) of Regulation S-K as promulgated under the Securities Act; (ii) each Contract that is material to the business or operations of Iris and its Subsidiaries, taken as a whole, containing (A) Schedule 4.15 is an accurate list and summary description any covenant limiting the freedom of all ------------- material contracts and agreements to which Iris or any of the Sellers is a party and relating primarily its Subsidiaries to the conduct engage in any line of the Business (includingbusiness or compete with any Person, without limitation, joint venture agreements, employment contracts, loan agreements, bonds, mortgages, Liens, Encumbrances, pledges or other security agreements) (collectively, the "Contracts"). (B) Except as set forth on Schedule 4.15 any “most-favored nations” pricing provisions or contracts marketing or distribution rights related solely ------------- to any products or territory, (C) any exclusivity provision or (D) any agreement to purchase minimum quantity of goods or services; (iii) each Contract relating to capital expenditures and requiring payments after the date of this Agreement in excess of $100,000 pursuant to its express terms and not cancelable without penalty; (iv) each Contract relating to the Seller's paging business, with regard to the operation disposition or acquisition of the Business:material assets or any ownership interest in any entity; (1v) No Seller is a each Contract providing for the creation of any mortgages, indentures, loans, notes or credit agreements, security agreements or other agreements or instruments providing for the creation of material Indebtedness of Iris or any of its Subsidiaries or creating any material Liens with respect to any material assets of Iris or any of its Subsidiaries; (vi) each Contract requiring payment by or to Iris or any of its Subsidiaries after the date of this Agreement in excess of $500,000 pursuant to its express terms relating to: (A) any distribution agreement (identifying any that contain exclusivity provisions); (B) any agreement involving provision of services or products with respect to any pre-clinical or clinical development activities of Iris or any of its Subsidiaries; (C) any dealer, distributor, joint marketing, alliance, joint venture, cooperation, development or other agreement currently in force under which Iris or any of its Subsidiaries has continuing obligations to develop or market any product, technology or service, or any agreement pursuant to which Iris or any of its Subsidiaries has continuing obligations to develop any Intellectual Property Rights that will not be owned, in whole or in part, by Iris or any of its Subsidiaries; or (D) any Contract to license any third party to manufacture or produce any contractproduct, purchase service or sales orders out technology of Iris or any of its Subsidiaries or any Contract to sell, distribute or commercialize any products or service of Iris or any of its Subsidiaries, in each case, except for Contracts entered into in the Ordinary Course of Business; (vii) each Iris Real Estate Lease; (viii) each Contract with any Governmental Entity, other than clinical trial agreements, sponsored research agreements or material transfer agreements entered into in the Ordinary Course of Business; (ix) each Iris Out-bound License and Iris In-bound License; (x) each Contract that is material to the business or operations of Iris and its Subsidiaries, taken as a whole, containing any royalty, dividend or similar arrangement based on the revenues or profits of Iris or any of its Subsidiaries; (xi) each Contract that is not terminable at will with no more than 60 days’ prior notice (with no penalty or payment) by Iris or its Subsidiaries, as applicable, and which involves payment or receipt by Iris or its Subsidiaries after the date of this Agreement under any such Contract of more than $100,000 in the aggregate, or commitment relating primarily to obligations after the conduct date of the Business or the ownership of the Acquired Assets or the Inventory that involves a dollar amount this Agreement in excess of $25,000100,000 in the aggregate; (2xii) No Seller is a each collective bargaining agreement or other similar Contract with any labor organization, union, group or association covering employees of Iris; or (xiii) each Contract (A) for the employment or engagement of any employee, consultant or independent contractor providing such Person with annual compensation or fees in excess of $250,000, (B) providing for the payment of any cash or other compensation or benefits upon the consummation of the Merger, (C) restricting Iris’s ability to terminate the employment or services of any employee, consultant or independent contractor thereof at any time for any lawful reason or for no reason without penalty, or (D) providing for severance or similar termination payments, retention or change in control payments, or for the acceleration of vesting or grant of any incentive equity or similar compensation. (b) Iris has made available to Meadow accurate and complete copies of all Iris Material Contracts, including all material amendments thereto, in each case in effect on the date hereof but excluding any purchase orders and/or work orders issued under an Iris Material Contract in the Ordinary Course of Business. There are no Iris Material Contracts that are not in written form. As of the date of this Agreement, none of Iris, any of its Subsidiaries or, to Iris’s Knowledge, any other party to any employment contracts with any Employees; (3) No Seller is a party to any material contract with sales an Iris Material Contract, has breached, violated or other agentsdefaulted under, brokersor received notice that it breached, franchiseesviolated or defaulted under, distributors or dealers relating primarily to the conduct of the Business or the ownership of the Acquired Assets or the Inventory; (4) No Seller is a party to any partnership or joint venture agreement; (5) No Seller is a party to any material lease or other occupancy or use agreements, oral or written, nor has any Seller granted any options, rights of first refusal or security or other interests in or relating to the Acquired Assets, the Inventory or the Business; (6) No Seller has any material agreements giving any party the right to renegotiate or require a reduction in price or refund of payments previously made in connection with the Business; (7) No Seller has any material agreements for the borrowing or lending of money with respect to the Business and none is a party to any; (8) No Seller has any material agreement for the sale of goods or services to any Governmental Authority; (9) No Seller has any agreement granting any Person a Lien or Encumbrance on any of the Acquired Assets terms or the Inventory; (10) Except for the Purchased Contractsconditions of, no Seller is a or Laws applicable to, any Iris Material Contract in such manner as would permit any other party to cancel or bound by terminate any non-competitionsuch Iris Material Contract, secrecy or confidentiality agreement relating to the Business or the Acquired Assets or would permit any other contract restricting its right to conduct the Business at any time, in any manner or at any place in the world, or the expansion thereof to other geographical areas, customers, suppliers or lines of Business; and (11) No Seller is a party to any seek damages or pursue other legal remedies which would reasonably be expected to be material contract or arrangement that under circumstances now foreseeable is likely to have Iris and its Subsidiaries, taken as a Material Adverse Effect. (C) A true whole. As to Iris and correct copy its Subsidiaries, as of each Contract (or, where they are oral, complete and correct written summaries thereof) has been delivered to the Buyer prior to the date hereof. To the best of Sellers' knowledgethis Agreement, each Iris Material Contract is now valid valid, binding, enforceable and in full force and effect, subject to the Bankruptcy and Equity Exception. None Between the date of the Sellers Iris Balance Sheet and the date hereof, no counterparty to an Iris Material Contract has breached or improperly terminated any such Contract, and neither the Sellers nornotified Iris in writing (or, to the Sellers' knowledgeKnowledge of Iris, any third party is in default under any such otherwise) that it intends to terminate or not renew an Iris Material Contract, the effect of which would have a Material Adverse Effect. To the best of Sellers' knowledge, there exists no condition or event which, after notice or lapse of time or both, would constitute any such breach, termination or default the effect of which would have a Material Adverse Effect. Except as set forth on Schedule 4.4, each such ------------ Contract to be assigned to the Buyer pursuant to this Agreement either is assignable to the Buyer without the consent of the other parties thereto or, with respect to any which may not be so assigned without such consents, the required consents are set forth in Schedule 4.4. ------------ 4.16.

Contracts. (A) Schedule 4.15 is Except as filed as an accurate list and summary description of all ------------- material contracts and agreements exhibit to which any the Filed CDnow SEC Documents or set forth the CDnow Disclosure Letter, there are no Contracts in effect as of the Sellers is a party and relating primarily date of this Agreement that are material to the conduct of the Business (including, without limitation, joint venture agreements, employment contracts, loan agreements, bonds, mortgages, Liens, Encumbrances, pledges or other security agreements) (collectively, the "Contracts"). (B) Except as set forth on Schedule 4.15 or contracts related solely ------------- to the Seller's paging business, with regard to properties, assets, condition (financial or otherwise) or results of operations of CDnow and the operation of the Business: (1) No Seller is CDnow Subsidiaries, taken as a party to any contract, purchase or sales orders out of the Ordinary Course of Business, or commitment relating primarily to the conduct of the Business or the ownership of the Acquired Assets or the Inventory that involves a dollar amount in excess of $25,000; (2) No Seller is a party to any employment contracts with any Employees; (3) No Seller is a party to any material contract with sales or other agents, brokers, franchisees, distributors or dealers relating primarily to the conduct of the Business or the ownership of the Acquired Assets or the Inventory; (4) No Seller is a party to any partnership or joint venture agreement; (5) No Seller is a party to any material lease or other occupancy or use agreements, oral or written, nor has any Seller granted any options, rights of first refusal or security or other interests in or relating to the Acquired Assets, the Inventory or the Business; (6) No Seller has any material agreements giving any party the right to renegotiate or require a reduction in price or refund of payments previously made in connection with the Business; (7) No Seller has any material agreements for the borrowing or lending of money with respect to the Business and none is a party to any; (8) No Seller has any material agreement for the sale of goods or services to any Governmental Authority; (9) No Seller has any agreement granting any Person a Lien or Encumbrance on any of the Acquired Assets or the Inventory; (10) Except for the Purchased Contracts, no Seller is a party to or bound by any non-competition, secrecy or confidentiality agreement relating to the Business or the Acquired Assets or any other contract restricting its right to conduct the Business at any time, in any manner or at any place in the world, or the expansion thereof to other geographical areas, customers, suppliers or lines of Business; and (11) No Seller is a party to any material contract or arrangement that under circumstances now foreseeable is likely to have a Material Adverse Effect. (C) A true and correct copy of each Contract (or, where they are oral, complete and correct written summaries thereof) has been delivered to the Buyer prior to the date hereof. To the best of Sellers' knowledge, each Contract is now valid and in full force and effect. None of the Sellers has breached or improperly terminated any such Contract, and neither the Sellers nor, to the Sellers' knowledge, any third party is in default under any such Contract, the effect of which would have a Material Adverse Effect. To the best of Sellers' knowledge, there exists no condition or event which, after notice or lapse of time or both, would constitute any such breach, termination or default the effect of which would have a Material Adverse Effectwhole. Except as set forth in the CDnow Disclosure Letter and except for Contracts entered into after the date of this Agreement not in violation of any other provision of this Agreement, neither CDnow nor any CDnow Subsidiary is party to any: (i) Contract with any labor union; (ii) employment agreement, or consulting agreement or other contract for services, pursuant to which an individual performs services comparable to an employee, with annual financial obligations of CDnow or any CDnow Subsidiary in excess of $100,000; (iii) loan agreement or instrument relating to indebtedness for borrowed money; (iv) Contract with any agent, dealer or distributor acting on Schedule 4.4behalf of CDnow or any CDnow Subsidiary; (v) stand-by letters of credit, guarantees or performance bonds involving amounts in excess of $100,000 in the aggregate; (vi) Contract with any affiliate of CDnow; (vii) Contract that provides for the cash payment, equivalent equity outlay or provision of services (A) in an amount greater than $150,000 per annum or (B) $500,000 over the term of the Contract; (viii) Contract that establishes any form of exclusivity restriction on CDnow or any CDnow Subsidiary, any exclusive or preferred vendor relationship restricting CDnow or any CDnow Subsidiary in any material respect, any covenant not to compete restricting CDnow or any CDnow Subsidiary or any covenant restricting in any material respect the development, marketing or distribution by CDnow or any CDnow Subsidiary of any of its products, content or services, in each case that is binding on CDnow or any CDnow Subsidiary for the calendar year 1999 or thereafter; or (ix) Contract (A) in respect of the licensing of any Intellectual Property Rights held by CDnow or any CDnow Subsidiary on an exclusive basis or for a term in excess of one year or involving the cash payment, equivalent equity outlay or provision of services in an amount greater than (I) $100,000 per annum or (II) $500,000 over the term of the agreement, (B) with a "portal", "internet service provider" or "internet search engine" that provides for the cash payment, equivalent equity outlay or provision of services in an amount greater than (i) $100,000 per annum or (ii) $500,000 over the term of the agreement or (C) with any record company or label or affiliate thereof that provides for the cash payment, equivalent equity outlay or provision of services in an amount greater than (I) $100,000 per annum or (II) $500,000 over the term of the Contract. Neither CDnow nor any CDnow Subsidiary 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 would cause such ------------ a violation of or default under) any Contract to be assigned which it is a party or by which it or any of its properties or assets is bound, nor, to the Buyer pursuant to this Agreement either knowledge of CDnow, is assignable to the Buyer without the consent of the any other parties thereto or, with respect party to any which may such Contract in violation of or in default under such Contract, except for violations or defaults that, individually and in the aggregate, have not had and could not reasonably be so assigned without such consents, the required consents are set forth in Schedule 4.4. ------------ 4.16expected to have a CDnow Material Adverse Effect.

Contracts. (A) Schedule 4.15 is an accurate list and summary description of all ------------- material contracts and agreements to which any of the Sellers is a party and relating primarily to the conduct of the Business (including, without limitation, joint venture agreements, employment contracts, loan agreements, bonds, mortgages, Liens, Encumbrances, pledges or other security agreements) (collectively, the "Contracts"). (B) Except as set forth on Schedule 4.15 or contracts related solely ------------- to the Seller's paging business, with regard to the operation of the Business: (1) No Seller is a party to any contract, purchase or sales orders out of the Ordinary Course of Business, or commitment relating primarily to the conduct of the Business or the ownership of the Acquired Assets or the Inventory that involves a dollar amount in excess of $25,000; (2) No Seller is a party to any employment contracts with any Employees; (3) No Seller is a party to any material contract with sales or other agents, brokers, franchisees, distributors or dealers relating primarily to the conduct of the Business or the ownership of the Acquired Assets or the Inventory; (4) No Seller is a party to any partnership or joint venture agreement; (5) No Seller is a party to any material lease or other occupancy or use agreements, oral or written, nor has any Seller granted any options, rights of first refusal or security or other interests in or relating to the Acquired Assets, the Inventory or the Business; (6) No Seller has any material agreements giving any party the right to renegotiate or require a reduction in price or refund of payments previously made in connection with the Business; (7) No Seller has any material agreements for the borrowing or lending of money with respect to the Business and none is a party to any; (8) No Seller has any material agreement for the sale of goods or services to any Governmental Authority; (9) No Seller has any agreement granting any Person a Lien or Encumbrance on any of the Acquired Assets or the Inventory; (10a) Except for this Agreement or the Purchased Contractstransactions contemplated hereby and any contract set forth in Section 2.19(a) of the GFI Disclosure Letter, no Seller neither GFI nor any GFI Subsidiary is a party to or bound by by, nor are any non-competitionof their respective assets, secrecy businesses or confidentiality operations party to, or bound or affected by, or receive benefits under: (i) any agreement relating to Indebtedness; (ii) any contracts under which GFI or any of the GFI Subsidiaries has advanced or loaned any Person any amounts in excess of $500,000; (iii) any material joint venture, partnership, limited liability company, shareholder, or other similar agreements or arrangements relating to the formation, creation, operation, management or control of any partnership, strategic alliance or joint venture; (iv) any material agreement relating to any strategic alliance, joint development, joint marketing, partnership or similar arrangement; (v) any agreement or series of related agreements, including any option agreement, relating to the acquisition or disposition of any business or real property (whether by merger, sale of stock, sale of assets or otherwise) for aggregate consideration in excess of $2,000,000; (vi) any material agreement with (A) any Person directly or indirectly owning, controlling or holding with power to vote, 5% or more of the outstanding voting securities of GFI or any GFI Subsidiary, (B) any Person 5% or more of the outstanding voting securities of which are directly or indirectly owned, controlled or held with power to vote by GFI or any GFI Subsidiary or (C) any current or former director or officer of GFI or any GFI Subsidiary related to voting Securities of GFI or any GFI Subsidiary; (vii) any agreement (including any exclusivity agreement) that purports to limit or restrict in any material respect either the type of business in which GFI or any GFI Subsidiary may engage or the manner or locations in which any of them may so engage in any business or could require the disposition of any material assets or line of business of GFI or any GFI Subsidiary; (viii) any agreement with a non-solicitation or “most-favored-nations” pricing provision that purports to limit or restrict in any material respect GFI or any GFI Subsidiary; (ix) any agreement, other than such agreements entered into in the ordinary course of business, under which (A) any Person (other than GFI or a GFI Subsidiary) has directly or indirectly guaranteed or provided an indemnity in respect of any liabilities, obligations or commitments of GFI or any GFI Subsidiary or (B) GFI or any GFI Subsidiary has directly or indirectly guaranteed or provided an indemnity in respect of liabilities, obligations or commitments of any other Person (other than GFI or a GFI Subsidiary) (in each case other than endorsements for the purpose of collection in a commercially reasonable manner consistent with industry practice), unless such guarantor or indemnity obligation is less than $1,000,000; (x) any other agreement or amendment thereto that would be required to be filed as an exhibit to any GFI SEC Document (as described in Items 601(b)(4) and 601(b)(10) of Regulation S-K under the Securities Act) that has not been filed as an exhibit to or incorporated by reference in the GFI SEC Documents filed prior to the date of this Agreement; (xi) any agreement under which GFI or any GFI Subsidiaries has granted any Person registration rights (including demand and piggy-back registration rights); (xii) any agreement that involves expenditures or receipts of GFI or any GFI Subsidiary in excess of $3,000,000 in the aggregate per year; (xiii) any material agreement with any Governmental Entity; (xiv) any material agreement between or among Affiliates of GFI; (xv) any agreement between GFI or any of its Affiliates, on the one hand, and any securities, derivatives, commodities or futures exchange, on the other hand, executed after the date of the CME Merger Agreement relating to the Trayport Business or FENICS Business outside of the Acquired Assets ordinary course of business; (xvi) any agreement between GFI or any of its Affiliates, on the one hand, and any Person, on the other contract restricting its right hand, executed after the date of the CME Merger Agreement that makes available to conduct any Person or ensures access to, or use of, the Business at Trayport or FENICS platform or technology (including relating to trade specific contracts on the Trayport or FENICS platform or using Trayport or FENICS technology) on any time“most favored nations” pricing or other terms or pricing that purports to be non-discriminatory or fair as compared to other Persons; (xvii) any Lease for the GFI Leased Real Property, and any other agreement that relates in any manner way to the occupancy or at use of any place in of the world, GFI Leased Real Property; or (xviii) any agreement the termination or breach of which or the expansion thereof failure to other geographical areas, customers, suppliers or lines obtain consent in respect of Business; and (11) No Seller is a party to any material contract or arrangement that under circumstances now foreseeable is likely to have constitutes a Material Adverse Effect. (Cb) A true The agreements, commitments, arrangements and correct copy of each Contract (orplans, where they are whether written or oral, complete and correct written summaries thereoflisted or required to be listed in Section 2.19(a) has been delivered to the Buyer prior to the date hereof. To the best of Sellers' knowledge, each Contract is now valid and in full force and effect. None of the Sellers has breached or improperly terminated GFI Disclosure Letter together with the GFI License Agreements are referred to herein as the “GFI Contracts.” Except as would not have a material impact on the respective businesses of GFI and the GFI Subsidiaries, (i) neither GFI nor any such Contract, and neither the Sellers norGFI Subsidiary is and, to the Sellers' knowledgeKnowledge of GFI, no other party is, in breach or violation of, or in default under, any third party is in default under any such GFI Contract, (ii) each GFI Contract is a valid and binding agreement of GFI or a GFI Subsidiary, as the effect case may be, enforceable in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles, (iii) to the Knowledge of GFI, no event has occurred which would have result in a Material Adverse Effect. To the best of Sellers' knowledgebreach or violation of, there exists no condition or event whicha default under, after any GFI Contract (in each case, with or without notice or lapse of time or both), would constitute any such breachand (iv) each GFI Contract (including all modifications and amendments thereto and waivers thereunder) is in full force and effect with respect to GFI or the GFI Subsidiaries, termination or default the effect of which would have a Material Adverse Effect. Except as set forth on Schedule 4.4applicable, each such ------------ Contract to be assigned and, to the Buyer pursuant to this Agreement either is assignable to the Buyer without the consent Knowledge of the other parties thereto orGFI, with respect to any which may not be so assigned without such consentsthe other parties thereto, the required consents are set forth in Schedule 4.4. ------------ 4.16and have been delivered or made available to BGCP.

Contracts. (Aa) Part 2.13 of the Target Disclosure Schedule 4.15 is an accurate sets forth a list and summary description of all ------------- material contracts and agreements of the following Contracts ("Material Contracts") to which any of the Sellers Target Company is a party and relating primarily or by or to the conduct of the Business (including, without limitation, joint venture agreements, employment contracts, loan agreements, bonds, mortgages, Liens, Encumbrances, pledges which their properties or other security agreements) (collectively, the "Contracts"). (B) Except as set forth on Schedule 4.15 assets may be bound or contracts related solely ------------- to the Seller's paging business, with regard to the operation of the Businesssubject: (1i) No Seller is a party to Contracts which call for payments by any contractTarget Company of more than $25,000 or which cannot be canceled without liability, purchase premium or sales orders out of the Ordinary Course of Business, or commitment relating primarily penalty; (ii) Contracts pursuant to the conduct terms of the Business which there is either a current or the ownership future right of the Acquired Assets or the Inventory that involves a dollar amount any Target Company receive payments in excess of $25,000; (2iii) No Seller is a party Contracts relating to any employment contracts with any Employeesthe borrowing of money; (3iv) No Seller is a party to Contracts with any material contract current or former officer or director that are in effect as of the date hereof, or with sales any consultants or other agents, brokers, franchisees, distributors agents involving payment of $10,000 or dealers relating primarily to the conduct more per annum and are in effect as of the Business date hereof, or the ownership with any current stockholder of the Acquired Assets Company or with any Affiliate of any of the Inventoryforegoing Persons; (4v) No Seller is a party Contracts with any Person to sell, distribute or otherwise market any Target Company's products or services; (vi) Contracts for the sale of any services or properties other than in the Ordinary Course of Business or for the grant to any Person of any option or preferential rights to purchase any properties; (vii) partnership or joint venture agreementagreements; (5viii) No Seller is a party Contracts under which any Target Company agrees to any material lease or other occupancy or use agreements, oral or written, nor has any Seller granted any options, rights of first refusal or security or other interests in or relating to the Acquired Assets, the Inventory or the Business; (6) No Seller has any material agreements giving indemnify any party the right to renegotiate or require a reduction in price or refund of payments previously made (other than on customary terms in connection with the Businesssale of the Company's products or services in the Ordinary Course of Business and the Company has provided copies of such Contracts to the Purchaser Group) or to share or guarantee any liability of any party (excluding Contracts relating to Off the Shelf Software); (7ix) No Seller has Contracts containing covenants of any material agreements for the borrowing Target Company not to compete in any line of business or lending with any Person in any geographical area or covenants of money any other Person not to compete with respect to the Business and none is a party to anyany Target Company in any line of business or in any geographical area; (8) No Seller has x) Contracts containing obligations or liabilities of any material agreement for kind to holders of the sale capital stock of goods any Target Company as such (including, without limitation, an obligation to register any of such securities under any federal or services to any Governmental Authoritystate securities laws); (9xi) No Seller has any agreement granting any Person a Lien other Contract that is material to the properties, assets, business, results of operations or Encumbrance on any condition (financial or otherwise) of the Acquired Assets Company or the Inventory; (10) Except for the Purchased ContractsSubsidiary, no Seller is taken as a party to or bound by any non-competition, secrecy or confidentiality agreement relating to the Business or the Acquired Assets or any other contract restricting its right to conduct the Business at any time, in any manner or at any place in the world, or the expansion thereof to other geographical areas, customers, suppliers or lines of Businesswhole; and (11xii) No Seller is Contracts relating to the settlement of any Claim in excess of $25,000. Part 2.13 of the Target Disclosure Schedule also lists and describes the status of all material Contracts currently in negotiation or proposed by any Target Company of a party type which if entered into by such Target Company would be required to be listed on Part 2.13 of the Target Disclosure Schedule or on any material contract or arrangement that under circumstances now foreseeable is likely to have a other Schedule ("Proposed Material Adverse EffectContracts"). (Cb) A true and correct copy of each Contract (or, where they are oral, complete and correct written summaries thereof) has been The Target Companies have delivered to the Buyer prior to Purchaser accurate and complete copies of all Contracts identified in Part 2.13 of the date hereofTarget Disclosure Schedule, including all amendments thereto. To the best of Sellers' knowledge, each Each Target Contract is now valid and in full force and effect. None . (c) Except as set forth in Part 2.13 of the Sellers Target Disclosure Schedule: (i) no Target Company has breached violated or improperly terminated breached, or declared or committed any such default under, any Target Contract; (ii) no event has occurred, and neither the Sellers norno circumstance or condition exists, to the Sellers' knowledge, any third party is in default under any such Contract, the effect of which would have a Material Adverse Effect. To the best of Sellers' knowledge, there exists no condition that might (with or event which, after without notice or lapse of time time) (A) result in a violation or bothbreach by any Target Company of any of the provisions of any Target Contract, would constitute (B) give any such breachTarget Company the right to declare a default or exercise any remedy under any Target Contract, termination (C) give any Target Company the right to accelerate the maturity or performance of any Target Contract, or (D) give any Target Company the right to cancel, terminate or modify any Target Contract; (iii) no Target Company has received any written notice regarding any actual, alleged, possible or potential violation or breach of, or default the effect of which would have a Material Adverse Effect. under, any Target Contract; and (iv) no Target Company has waived any right under any Target Contract. (d) Except as set forth on Schedule 4.4in Part 2.13 of the Target Disclosure Schedule, to the best of the knowledge of the Shareholders, each Person against which any Target Company has or may acquire any rights under any Target Contract is solvent and is able to satisfy all of such ------------ Contract to be assigned to the Buyer pursuant to this Agreement either is assignable to the Buyer without the consent of the Person's current and future monetary obligations and other parties thereto or, with respect to any which may not be so assigned without such consents, the required consents are obligations and Liabilities thereunder. (e) Except as set forth in Part 2.13 of the Target Disclosure Schedule, no Target Company has ever guaranteed or otherwise agreed to cause, insure or become liable for, and no Target Company has ever pledged any of its assets to secure, the performance or payment of any obligation or other Liability of any other Person. The performance of the Target Contracts by the Target Companies will not result in any violation of or failure to comply with any Legal Requirement. No Person is renegotiating, or has the contractual right to renegotiate, any amount paid or payable to any Target Company under any Target Contract or any other term or provision of any Target Contract. (f) The Contracts identified in Part 2.13 of the Target Disclosure Schedule 4.4. ------------ 4.16collectively constitute all of the Contracts necessary to enable the Target Companies to conduct their respective businesses in the manner in which such businesses are currently being conducted.

Contracts. (A) Section 7.18 of the Disclosure Schedule 4.15 is an sets forth a complete and accurate list and summary description of all ------------- material contracts and agreements "Material Contracts" to which any of the Sellers Company is a party or by or to which it or any of its assets or properties is bound or subject. As used in this Agreement, the term "Material Contract" means every agreement or understanding of any kind, written or oral, that is legally enforceable by or against or otherwise binding on the Company and relating primarily which is material to the conduct Company's business, and specifically includes without limitation: (a) agreements with any current or former officer, director, employee, consultant, or stockholder, or any partnership, corporation, joint venture, or any other entity in which any such person has an interest; (b) agreements with any labor union or association representing any employee; (c) agreements for the provision of services by or to the Company; (d) bonds or other security agreements provided by any party in connection with the business of the Business Company; (e) agreements for the purchase or other acquisition or the sale or other disposition of assets or properties (other than in the ordinary course of business), or for the grant to any person of any preferential rights to purchase any such assets or properties; (f) joint venture agreements relating to the assets, properties, or business of the Company or by or to which it or any of its assets or properties is bound or subject; (g) agreements under which the Company agrees to indemnify any party, to share tax liability of any party, or to refrain from competing with any party; (h) agreements with regard to Indebtedness, including, without limitation, joint venture agreements, employment contracts, loan agreements, bonds, mortgages, Liens, Encumbrances, pledges any indenture or other security agreements) (collectively, the "Contracts"). (B) Except as set forth on Schedule 4.15 or contracts related solely ------------- to the Seller's paging business, with regard to the operation of the Business: (1) No Seller is a party to any contract, purchase or sales orders out of the Ordinary Course of Business, or commitment relating primarily to the conduct of the Business or the ownership of the Acquired Assets or the Inventory that involves a dollar amount in excess of $25,000; (2) No Seller is a party to any employment contracts with any Employees; (3) No Seller is a party to any material contract with sales or other agents, brokers, franchisees, distributors or dealers relating primarily to the conduct of the Business or the ownership of the Acquired Assets or the Inventory; (4) No Seller is a party to any partnership or joint venture agreement; (5) No Seller is a party to any material lease or other occupancy or use agreements, oral or written, nor has any Seller granted any options, rights of first refusal or security or other interests in or relating to the Acquired Assets, the Inventory or the Business; (6) No Seller has any material agreements giving any party the right to renegotiate or require a reduction in price or refund of payments previously made in connection with issuances of bonds, debentures or other debt securities by the Business; Company and any agreements in connection with bank financings by the Company; (7i) No Seller has any material agreements agreement, contract, commitment, transaction or series of transaction for any purpose other than in the ordinary course of the Company's business relating to capital expenditures or commitments or long-term obligations; (j) any purchase order or contract for the borrowing purchase of raw materials; (k) any distribution, joint marketing or lending of money development agreement; (l) any assignment, license or other agreement with respect to any form of intangible property; (m) any research collaboration agreement; (n) any agreements relating to venture capital and other equity financings by the Business and none is a party to any; Company; (8) No Seller has o) any material agreement for the sale of goods stockholder agreements or services to any Governmental Authority; (9) No Seller has any agreement granting any Person a Lien or Encumbrance on other agreements with any of the Acquired Assets or the Inventory; (10) Except for the Purchased Contracts, no Seller is a party to or bound by any non-competition, secrecy or confidentiality agreement relating Stockholders pertaining to the Business shares of Company Stock held by them or their rights as stockholders of the Acquired Assets Company; and (p) any voting trust or any other contract restricting its right to conduct voting agreements among the Business at any time, Stockholders. All of the contracts listed in any manner or at any place in Section 7.18 of the world, or the expansion thereof to other geographical areas, customers, suppliers or lines of Business; and (11) No Seller is a party to any material contract or arrangement that under circumstances now foreseeable is likely to have a Material Adverse Effect. (C) A true and correct copy of each Contract (or, where they Disclosure Schedule are oral, complete and correct written summaries thereof) has been delivered to the Buyer prior to the date hereof. To the best of Sellers' knowledge, each Contract is now valid and in full force and effect. None of the Sellers has breached or improperly terminated any such Contract, and neither the Sellers norCompany, nor to the Sellers' best of the Company's knowledge, any third other party thereto, is in default under or material breach of any such Contractof the material terms thereof, the effect of which would have a Material Adverse Effect. To the best of Sellers' knowledge, there exists no nor does any event or condition or event which, exist that after notice or lapse of time or bothboth could constitute a default thereunder or material breach thereof on the part of the Company, would constitute or to the best of the Company's knowledge, any other party thereto. No approval or consent of any person that has not already been obtained and listed in Section 7.18 of the Disclosure Schedule is needed in order that the contracts listed in Section 7.18 of the Disclosure Schedule continue in full force and effect following the consummation of the Merger and the other transactions contemplated hereby, and no such breachcontract includes any provision, termination or default the effect of which would have may be to terminate (or give rise to a Material Adverse Effect. Except as set forth on Schedule 4.4right of termination under) such contract, each such ------------ Contract to be assigned to the Buyer pursuant to this Agreement either is assignable to the Buyer without the consent enlarge or accelerate any obligations of the other parties thereto orCompany thereunder, with respect or to give additional rights to any which may not be so assigned without other person, as a result of the consummation of the Merger or the other transactions contemplated hereby. The Company has delivered or made available to LeukoSite true, correct, and complete copies of all such consentsMaterial Contracts, the required consents are set forth in Schedule 4.4. ------------ 4.16including all amendments, modifications, and supplements thereto.

Contracts. (Aa) Schedule 4.15 is an accurate list 3.15(a) of the Seller Disclosure Schedule contains, with respect to each Specified Business, Seller’s good faith estimate, as of the date hereof, of the number of Contracts (other than Programming Agreements, Franchises and summary description of all ------------- material contracts and agreements Governmental Authorizations) to which Seller or any of its Affiliates or any of their respective Assets are party, bound or subject which are executory and are Related to such Specified Business. Such list represents Seller’s good faith estimate of the Sellers is a party number of such Contracts in each of the categories set forth on Schedule 3.15(a) of the Seller Disclosure Schedule, and relating primarily indicates as to each category, the number of such Contracts that (i) were entered into prior to the conduct Petition Date, (ii) were entered into following the Petition Date or (iii) Relate to any Specified Business and any other business of Seller or its Affiliates, including any part of the Business (including, without limitation, joint venture agreements, employment contracts, loan agreements, bonds, mortgages, Liens, Encumbrances, pledges or other security agreements) (collectively, the "Contracts")Friendco Business. (Bb) Except as set forth on Schedule 4.15 or contracts related solely ------------- to the Seller's paging business, with regard to the operation 3.15(b) of the Business:Seller Disclosure Schedule, none of the Contracts of Seller or any of its Affiliates Related to a Specified Business contains any of the following terms or provisions (each such term or provision, a “Special Term”): (1i) No consideration payable or receivable by Seller is a party to or any contract, purchase or sales orders out of the Ordinary Course of Business, or commitment relating primarily to the conduct of the Business or the ownership of the Acquired Assets or the Inventory that involves a dollar amount its Affiliates in excess of $25,000100,000 in any twelve month period or in excess of $1,000,000 over the remaining term; (2ii) No limitations on the freedom of Seller is a party or any of its Affiliates to compete in any employment contracts line of business, with any EmployeesPerson or in any geographic area, and which would limit the freedom of Buyer or any of its Affiliates to do so after the Closing Date if it were an Assigned Contract; (3iii) No so-called “most favored nation” provisions or any similar provision requiring Seller is or any of its Affiliates to offer a third party terms or concessions at least as favorable as those offered to one or more other parties, or which would require Buyer or any material contract with sales or other agents, brokers, franchisees, distributors or dealers relating primarily of its Affiliates to do so after the conduct of the Business or the ownership of the Acquired Assets or the InventoryClosing Date if it were an Assigned Contract; (4iv) No Seller is a party to any partnership or joint venture agreementterms that do not reflect in all material respects those that would be obtained in arm’s length negotiations; (5v) No any exclusivity provision or provision that requires the purchase of all or a given portion of a party’s requirements or any other similar provision that would, in each case, bind Buyer or its Affiliates after the Closing if it were an Assigned Contract; (vi) any terms for the benefit of any members of the Rigas family (except terms for the general benefit of holders of Equity Securities in Seller is a party or any of its Affiliates), Seller, any Managed Cable Entity or any of its or their current or former Affiliates or associates (as defined in Rule 405 under the Securities Act), in each case that would continue to benefit any material lease or other occupancy or use agreements, oral or written, nor has such Person after the Closing if it were an Assigned Contract; (vii) any Seller granted any options, rights of first refusal or security or other interests in or provision relating to the Acquired Assetsuse by third parties of any of the Transferred Assets to provide telephone, Internet or data services other than in Contracts with Subscribers of any such services and other than under the Inventory or Contracts listed on Schedule 3.15(b)(vii) of the Business;Seller Disclosure Schedule; or (6viii) No Seller has any material agreements giving any party the right to renegotiate or require a reduction in price or refund of payments previously made in connection with the Business; (7) No Seller has any material agreements for the borrowing or lending of money with respect to any Contract entered into following the Business and none is a party to any; (8) No Seller has any material agreement for the sale of goods or services to any Governmental Authority; (9) No Seller has any agreement granting any Person a Lien or Encumbrance on any entry of the Acquired Assets Confirmation Order, any provision that directly or indirectly restricts (or imposes a penalty or loss of benefit upon) the Inventory; (10) Except for assignment or transfer of the Purchased Contractsrights or obligations thereunder to Buyer, no Seller is a party to Friendco or bound by any non-competition, secrecy or confidentiality agreement relating to the Business or the Acquired Assets or any other contract restricting its right to conduct the Business at any time, in any manner or at any place in the world, or the expansion thereof to other geographical areas, customers, suppliers or lines of Business; and (11) No Seller is a party to any material contract or arrangement that under circumstances now foreseeable is likely to have a Material Adverse Effecttheir Affiliates. (Cc) A Schedule 3.15(c) of the Seller Disclosure Schedule contains a true and correct copy complete list, as of each Contract (or, where they are oral, complete and correct written summaries thereof) has been delivered to the Buyer prior to the date hereof. To , of all Contracts (other than Equipment Leases and Programming Agreements) to which Seller or any of its Affiliates or any of their respective Assets are party, bound or subject that Relate to more than one Specified Business or to both a Specified Business and any part of the best Friendco Business. (d) Subject to the entry of Sellers' knowledgethe Confirmation Order, each Contract is now valid all Assigned Contracts will be, when assumed by Seller and assigned to Buyer hereunder and under the Confirmation Order, in full force and effect. None of effect and will be enforceable against each party thereto in accordance with the Sellers has breached or improperly terminated express terms thereof and any such Contractviolation, and neither the Sellers nor, to the Sellers' knowledge, any third party is in default under any such Contract, the effect of which would have a Material Adverse Effect. To the best of Sellers' knowledge, there exists no condition breach or event whichof default, or alleged violation, breach or 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 Seller or any of its Affiliates existing prior to such assumption and assignment will be fully discharged and Buyer shall have no responsibility therefor except for any Assumed Cure Costs. To the Knowledge of Seller, no other party to any Contract of Seller or any of its Affiliates is in default, violation or breach of such Contract, and there are no disputes pending or threatened under any such breachContract other than those defaults, termination violations, breaches and disputes that would not, individually or default in the effect of which would aggregate, reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 4.4In the last five years, each such ------------ none of Seller or any of its Affiliates has made any material claim under any Contract to be assigned to the Buyer pursuant to this Agreement either is assignable to the Buyer without the consent which any of the other parties thereto or, with respect to any which may not be so assigned without such consents, the required consents are set forth in Schedule 4.4. ------------ 4.16Cable Systems were acquired.

Contracts. Except for Commitments (Aas defined below in Section 2.16(o)) listed on Schedule 4.15 is an accurate 2.13(a) or Schedule 2.18(a), Schedule 2.16 sets forth (subject to the dollar amount limitations of clauses (b) or (c) below) a true and complete list of the following contracts, agreements, instruments and summary description of all ------------- material contracts and agreements commitments to which the Company or any of its Subsidiaries is a party or otherwise relating to or affecting any of the Sellers is a party Assets or the operations of the Company or any of its Subsidiaries, whether written or oral: (a) any material contracts, agreements and relating primarily commitments not made in the ordinary course of business; (b) contracts calling for payments by or to the conduct Company or any of the Business its Subsidiaries of amounts greater than $1,000,000; (including, without limitation, joint venture agreements, employment c) contracts, loan agreements, bondsletters of credit, repurchase agreements, mortgages, Liens, Encumbrances, pledges or other security agreements) (collectively, the "Contracts"). (B) Except as set forth on Schedule 4.15 or contracts related solely ------------- guarantees, pledge agreements, trust indentures and promissory notes and similar documents relating to the Seller's paging business, with regard to the operation borrowing of the Business: (1) No Seller is a party to any contract, purchase money or sales orders out for lines of the Ordinary Course of Business, or commitment relating primarily to the conduct of the Business or the ownership of the Acquired Assets or the Inventory that involves a dollar amount in excess of $25,000credit; (2d) No Seller is a party to any employment contracts with any Employees; (3) No Seller is a party to any material contract with sales or other agents, brokers, franchisees, distributors or dealers relating primarily to the conduct of the Business or the ownership of the Acquired Assets or the Inventory; (4) No Seller is a party to any partnership or joint venture agreement; (5) No Seller is a party to any material lease or other occupancy or use agreements, oral or written, nor has any Seller granted any options, rights of first refusal or security or other interests in or relating to the Acquired Assets, the Inventory or the Business; (6) No Seller has any material agreements giving any party the right to renegotiate or require a reduction in price or refund of payments previously made in connection with the Business; (7) No Seller has any material agreements for the borrowing or lending of money with respect to the Business and none is a party to anysharing or allocation of Taxes or Tax costs; (8) No Seller has any material agreement e) agreements for the sale of goods any material assets, property or services rights other than in the ordinary course of business or for the grant of any options or preferential rights to purchase any Governmental Authoritymaterial assets, property or rights; (9f) No Seller has any agreement documents granting any Person a Lien or Encumbrance on any power of attorney with respect to the affairs of the Acquired Assets Company or the Inventoryits Subsidiaries; (10g) Except for suretyship contracts, performance bonds, working capital maintenance, support agreements, contingent obligation agreements and other forms of guaranty agreements; (h) any material contracts or commitments limiting or restraining the Purchased Contracts, no Seller is a party to or bound by any non-competition, secrecy or confidentiality agreement relating to the Business or the Acquired Assets Company or any other contract restricting its right to conduct the Business at any time, Subsidiary from engaging or competing in any manner lines of business or at with any place person; (i) with respect to natural gas liquids, any transportation agreements, product purchase agreements, fractionation agreements, processing agreements, balancing agreements, interconnection agreements and storage agreements, other than any terminaling agreements that are terminable upon notice of one year or less; (j) any collective bargaining agreements; (k) any contracts between the Company or its Subsidiaries, on the one hand, and the Seller or its affiliates (other than the Company or its Subsidiaries), on the other hand; (l) any indemnification agreements not made in the worldordinary course of business; (m) any material partnership, joint venture or the expansion thereof to other geographical areas, customers, suppliers or lines of Businesssimilar agreements; (n) capital leases; and (11o) No Seller all amendments, modifications, extensions or renewals of any of the foregoing (the types of contracts, agreements and documents described in subsections (a) through (o) are hereinafter referred to collectively as the "Commitments" and individually as a "Commitment"). Each Commitment is valid, binding and enforceable against the Company and/or each Subsidiary of the Company that is a party to any material contract or arrangement that under circumstances now foreseeable is likely to have a Material Adverse Effect. (C) A true and correct copy of each Contract (orthereto in accordance with its terms, where they are oral, complete and correct written summaries thereof) has been delivered to the Buyer prior to the date hereof. To the best of Sellers' knowledge, each Contract is now valid and in full force and effecteffect on the date hereof (except to the extent that its enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar law affecting the enforcement of creditors' rights generally or by general equitable principles). None The Company and each of its Subsidiaries, as the Sellers has breached or improperly terminated any such Contractcase may be, have performed in all material respects all obligations required to be performed by them under, and neither the Sellers nor, to the Sellers' knowledgeare not in material default or breach of in respect of, any third party is in default under any such ContractCommitment, the effect of which would have a Material Adverse Effect. To the best of Sellers' knowledge, there exists and no condition or event has occurred which, after with due notice or lapse of time or both, would constitute such a default. To the knowledge of the Seller and the Company or any of its Subsidiaries, no other party to any Commitment is in default in any material respect thereof, and no event has occurred which, with due notice or lapse of time or both, would constitute such breach, termination or default the effect of which would have a Material Adverse Effectdefault. Except as set forth on Schedule 4.4, each such ------------ Contract to be assigned The Seller has made available to the Buyer pursuant to this Agreement either is assignable to or its representatives true and complete originals or copies of all the Buyer without Commitments and a copy of every material default notice received by the consent Seller or the Company or any of its Subsidiaries during the other parties thereto or, past one year with respect to any which may not be so assigned without such consents, of the required consents are set forth in Schedule 4.4. ------------ 4.16Commitments.

Contracts. (Aa) Schedule 4.15 3.14 sets forth all of the following Contracts to which the Company or any of the Subsidiaries is an accurate list and summary description of all ------------- material contracts and agreements a party or by or to which any of them or any of their Properties may be bound or subject: (i) Contracts with any current or former officer, director, shareholder, employee, consultant, agent or other representative or with an entity in which any of the Sellers foregoing is a controlling Person; (ii) Contracts with any labor union or association representing any employee or former employee; (iii) Contracts for the sale of any Properties other than in the ordinary course of business or for the grant to any Person of any option or preferential rights to purchase any material Properties; (iv) partnership or joint venture agreements; (v) Contracts under which the Company or any of the Subsidiaries agrees to indemnify any party and or to share tax liability of any party; (vi) material Contracts which cannot be cancelled without liability, premium or penalty only on 90 days' or more notice; (vii) Contracts containing covenants of the Company or any of the Subsidiaries 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 or any of the Subsidiaries in any line of business or in any geographical area; (viii) Contracts relating primarily to the conduct acquisition by the Company or any of the Business Subsidiaries of any operating business or the capital stock of any other Person; (ix) Contracts relating to the borrowing of money; (x) Contracts containing obligations or liabilities of any kind to holders of the capital stock of the Company as such (including, without limitation, joint venture agreements, employment contracts, loan agreements, bonds, mortgages, Liens, Encumbrances, pledges an obligation to register any of such securities under any federal or state securities laws); (xi) Contracts pursuant to which the Company or any of the Subsidiaries may hold or use any interest owned or claimed by the Company or any of the Subsidiaries in or to any material Property; (xii) management Contracts and other security agreementssimilar agreements with any Person; (xiii) (collectively, the "Contracts"). (B) Except as set forth on Schedule 4.15 or contracts related solely ------------- any other Contracts pursuant to the Seller's paging business, with regard to the operation terms of which there is either a current or future obligation or right of the Business: (1) No Seller is a party to Company or any contract, purchase or sales orders out of the Ordinary Course of Business, or commitment relating primarily Subsidiaries to the conduct of the Business or the ownership of the Acquired Assets or the Inventory that involves a dollar amount make payments in excess of $25,000; 50,000 or receive payments in excess of $100,000; (2xiv) No Seller is a party to any employment contracts with any Employees; (3) No Seller is a party to any material contract with sales or other agents, brokers, franchisees, distributors or dealers relating primarily to the conduct of the Business or the ownership of the Acquired Assets or the Inventory; (4) No Seller is a party to any partnership or joint venture agreement; (5) No Seller is a party to any material lease or other occupancy or use agreements, oral or written, nor has any Seller granted any options, rights of first refusal or security or other interests in or relating to the Acquired Assets, the Inventory or the Business; (6) No Seller has any material agreements giving any party the right to renegotiate or require a reduction in price or refund of payments previously made in connection with the Business; (7) No Seller has any material agreements for the borrowing or lending of money Contracts with respect to the Business and none is a party to any; development, financing or production of motion picture, video, television or interactive productions; (8) No Seller has any xv) Distribution Contracts; (xvi) material agreement for the sale of goods or services to any Governmental Authority; (9) No Seller has any agreement granting any Person a Lien or Encumbrance on any of the Acquired Assets or the Inventory; (10) Except for the Purchased Contracts, no Seller is a party to or bound by any non-competition, secrecy or confidentiality agreement Contracts relating to the Business or the Acquired Assets or any other contract restricting its right to conduct the Business at any timeacquisition of Product, in any manner or at any place in the world, or the expansion thereof to other geographical areas, customers, suppliers or lines of Business; and (11) No Seller is a party to any material contract or arrangement that under circumstances now foreseeable is likely to have a Material Adverse Effect. (C) A true and correct copy of each Contract (or, where they are oral, complete and correct written summaries thereof) has been delivered including Contracts relating to the Buyer prior to the date hereof. To the best acquisition of Sellers' knowledge, each Contract is now valid licensing and in full force and effect. None of the Sellers has breached or improperly terminated any such Contract, and neither the Sellers nor, to the Sellers' knowledge, any third party is in default under any such Contract, the effect of which would have a Material Adverse Effect. To the best of Sellers' knowledge, there exists no condition or event which, after notice or lapse of time or both, would constitute any such breach, termination or default the effect of which would have a Material Adverse Effect. Except as set forth on Schedule 4.4, each such ------------ Contract to be assigned to the Buyer pursuant to this Agreement either is assignable to the Buyer without the consent of the other parties thereto or, distribution rights with respect to such Product; (xvii) Contracts with motion picture studios; (xviii) Contracts relating to television sales and distribution of Product; (xix) Contracts entitling the Company or its Subsidiaries or any which may not be so assigned without such consentsAffiliate, including the required consents are set forth in Schedule 4.4. ------------ 4.16Stockholders, to Contingent Compensation; and (xx) material Contracts relating to any other Product.

Contracts. (A) Schedule 4.15 is an accurate 3.10 sets forth, as of the date hereof, a list and summary description of all ------------- material contracts of the following Contracts and agreements Other Agreements to which the Company is a party: (i) contracts, severance agreements, non-competition agreements, non-disclosure agreements or any other type of contract or understanding with any current or former holder of at least 10% of the Sellers is a party and relating primarily to outstanding Company Common Stock, or any current or former officer, director, employee or person retained by the conduct of the Business Company (including, without limitation, independent consultants and commission agents); (ii) contracts and other agreements with any labor union or association representing any employee of the Company; (iii) partnership, joint venture or license agreements; (iv) indentures, employment contractsmortgages, promissory notes, loan agreements, bonds, mortgages, Liens, Encumbrances, pledges guarantees or other security agreementsagreements or commitments for the borrowing of money or for a line of credit; (v) contracts with any person to sell, distribute or otherwise market any of the Company's products or services, other than in the ordinary course of business; (collectivelyvi) contracts (other than those terminable without penalty on not more than thirty (30) days notice) for the purchase or lease of materials, supplies, goods, services, equipment or other assets providing for future aggregate payments by the "Contracts"). Company of $25,000 or more; (Bvii) Except contracts for the sale of any material assets of the Company other than in the ordinary course of business or the grant to any person of any options or preferential rights to purchase any material assets of the Company; (viii) contracts under which the Company agrees to indemnify any party, to guarantee any third party obligations or to share the tax liability of any party; (ix) contracts relating to the acquisition by the Company of any operating business or the capital stock of any other person; (x) contracts containing obligations or liabilities of any kind to holders of the Company Securities; (xi) contracts for the payment of fees or other consideration to any current or former employee, consultant, officer or director of the Company; (xii) leases or options or rights of first refusal for the purchase or lease of any real property; (xiii) contracts which contain any material non compete or exclusivity provisions with respect to any business or geographic area in which business is conducted with respect to the Company or which restricts the conduct of any business by the Company or any geographic area in which the Company may conduct business or requires exclusive referrals of any business, in each case in any material respect; or (xiv) contracts with any person for the provision of investment banking or financial consulting services by the Company. There have been delivered or made available to SETO true and complete copies of all such Contracts and Other Agreements as set forth on Schedule 4.15 or contracts related solely ------------- to the Seller's paging business, with regard to the operation 3.10. All of the Business: (1) No Seller is a party to any contract, purchase or sales orders out of the Ordinary Course of Business, or commitment relating primarily to the conduct of the Business or the ownership of the Acquired Assets or the Inventory that involves a dollar amount such Contracts and Other Agreements are in excess of $25,000; (2) No Seller is a party to any employment contracts with any Employees; (3) No Seller is a party to any material contract with sales or other agents, brokers, franchisees, distributors or dealers relating primarily to the conduct of the Business or the ownership of the Acquired Assets or the Inventory; (4) No Seller is a party to any partnership or joint venture agreement; (5) No Seller is a party to any material lease or other occupancy or use agreements, oral or written, nor has any Seller granted any options, rights of first refusal or security or other interests in or relating to the Acquired Assets, the Inventory or the Business; (6) No Seller has any material agreements giving any party the right to renegotiate or require a reduction in price or refund of payments previously made in connection with the Business; (7) No Seller has any material agreements for the borrowing or lending of money full force and effect with respect to the Business Company and none is a party to any; (8) No Seller has any material agreement for the sale of goods or services to any Governmental Authority; (9) No Seller has any agreement granting any Person a Lien or Encumbrance on any of the Acquired Assets or the Inventory; (10) Except for the Purchased Contracts, no Seller is a party to or bound by any non-competition, secrecy or confidentiality agreement relating to the Business or the Acquired Assets or any other contract restricting its right to conduct the Business at any time, in any manner or at any place in the world, or the expansion thereof to other geographical areas, customers, suppliers or lines of Business; and (11) No Seller is a party to any material contract or arrangement that under circumstances now foreseeable is likely to have a Material Adverse Effect. (C) A true and correct copy of each Contract (or, where they are oral, complete and correct written summaries thereof) has been delivered to the Buyer prior to the date hereof. To the best of Sellers' knowledge, each Contract is now valid and in full force and effect. None of the Sellers has breached or improperly terminated any such Contract, and neither the Sellers nor, effect with respect to the Sellers' knowledge, any third party is in default under any such Contract, the effect of which would have a Material Adverse Effect. To the best of Sellers' knowledge, there exists no condition or event which, after notice or lapse of time or both, would constitute any such breach, termination or default the effect of which would have a Material Adverse Effect. Except as set forth on Schedule 4.4, each such ------------ Contract to be assigned to the Buyer pursuant to this Agreement either is assignable to the Buyer without the consent of the other parties thereto or, with respect to any which may not be so assigned without such consents, the required consents are set forth in Schedule 4.4. ------------ 4.16thereto.

Contracts. (Aa) Schedule 4.15 Except for the Company Benefit Plans and Contracts filed as exhibits to any Company Report or set forth in Section 3.15 of the Company Disclosure Letter, as of the date hereof, neither the Company nor any Company Subsidiary is an accurate list a party to, and summary description none of all ------------- material contracts and agreements to which their respective properties or assets is bound by any of the Sellers following categories of Contracts (each such Contract required to be filed as an exhibit to any Company Report or listed in Section 3.15 of the Company Disclosure Letter, a “Company Contract”): (i) any Contract 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 that has not been so filed; (ii) any Contract to which the Company or any Company Subsidiary is a party and relating primarily to the conduct of the Business (including, without limitation, joint venture agreements, employment contracts, loan agreements, bonds, mortgages, Liens, Encumbrances, pledges or other security agreements) (collectively, the "Contracts"). (B) Except as set forth on Schedule 4.15 or contracts related solely ------------- to the Seller's paging business, with regard to the operation of the Business: that (1) No Seller is a party to any contract, purchase or sales orders out restricts the ability of the Ordinary Course of Business, Company or commitment relating primarily any Company Subsidiary to engage in or compete in any business in any manner that is material to the conduct of Company and the Business or the ownership of the Acquired Assets or the Inventory that involves Company Subsidiaries, taken as a dollar amount in excess of $25,000; whole, (2) No Seller is requires the Company or any Company Subsidiary to conduct any business on a party to any employment contracts “most favored nations” basis with any Employees; third party that restricts in any material respect the business of the Company and the Company Subsidiaries, taken as a whole, or (3) No Seller is a party to any material contract with sales or other agents, brokers, franchisees, distributors or dealers relating primarily to the conduct of the Business or the ownership of the Acquired Assets or the Inventory; (4) No Seller is a party to any partnership or joint venture agreement; (5) No Seller is a party to any material lease or other occupancy or use agreements, oral or written, nor has any Seller granted any options, provides for “exclusivity,” rights of first refusal or security offer or other interests any similar requirement or right in or relating to favor of any third party that restricts in any material respect the Acquired Assetsbusiness of the Company and the Company Subsidiaries, the Inventory or the Businesstaken as a whole; (6iii) No Seller has any material agreements giving Contract (1) constituting a credit agreement, loan agreement, indenture or similar agreement for outstanding Indebtedness of the Company or any party of the right Company Subsidiaries in excess of $25 million, whether secured or unsecured; or (2) that requires the Company or any Company Subsidiary to renegotiate make any advance, loan or require a reduction commitment therefor or provide any credit support or any capital contribution to, or other investment in, any Person (other than the Company) in price or refund excess of payments previously made in connection with the Business$25 million; (7iv) No Seller has any (1) material agreements for the borrowing or lending of money Contract with respect to the Business and none is a party to anycreation, formation, governance or control of any material partnerships, joint ventures, joint ownership arrangements, strategic alliances or other similar arrangements with third parties or (2) any material Tax Equity Transaction Document; (8) No Seller has v) any material agreement for Contract that (1) relates to the sale acquisition of goods assets (other than in the ordinary course of business) or services capital stock or other securities (by merger, capital contribution or otherwise) of any Person after the date of this Agreement with a total consideration of more than $25 million in the aggregate, (2) relates to the disposition (other than in the ordinary course of business) after the date of this Agreement, directly or indirectly, of assets of the Company or the Company Subsidiaries with a total consideration of more than $25 million in the aggregate or any Governmental Authoritycapital stock or other securities (by merger, capital contribution or otherwise) of the Company or the Company Subsidiaries or (3) contains a put, call, right of first refusal or similar right pursuant to which the Company or any Company Subsidiary could be required to purchase or sell, as applicable, any of the foregoing; (9vi) No Seller has any agreement granting any Person Contract with a Lien term exceeding one (1) year after the date of this Agreement for future purchases, exchanges or Encumbrance on sales of gas, oil or electric energy in excess of $50 million in the aggregate (other than Contracts solely between the Company and any of the Acquired Assets its wholly owned Subsidiaries or the Inventorysolely among its wholly owned Subsidiaries); (10vii) any Contract that otherwise limits or restricts the payment of dividends or distributions in respect of the capital stock or equity interests of the Company or any Company Subsidiary; (viii) any Contract entered into since January 1, 2022 that relates to the settlement (or proposed settlement) of any pending or threatened proceeding (other than Regulatory Proceedings), other than any settlement that would reasonably be expected to result in aggregate payments of less than $25 million in cash (net of any amount covered by insurance or indemnification that is reasonably expected to be received by the Company or any Company Subsidiary); or (ix) any Contract entered into since January 1, 2022 that relates to the sale, transfer or other disposition of a business or assets by the Company or any Company Subsidiary pursuant to which the Company or any Company Subsidiary has any continuing indemnification, guarantee, “earnout” or other contingent, deferred or fixed payment obligations that would reasonably be expected to result in aggregate payments in excess of $25 million after the date hereof. (b) Except for the Purchased Contractsas would not have or would not reasonably be expected to have, no Seller is a party to individually or bound by any non-competition, secrecy or confidentiality agreement relating to the Business or the Acquired Assets or any other contract restricting its right to conduct the Business at any time, in any manner or at any place in the worldaggregate, or the expansion thereof to other geographical areas, customers, suppliers or lines of Business; and (11) No Seller is a party to any material contract or arrangement that under circumstances now foreseeable is likely to have a Company Material Adverse Effect. , (Ci) A true each Company Contract is a valid, binding and correct copy legally enforceable obligation of each Contract (orthe Company or one of the Company Subsidiaries, where they are oralas the case may be, complete and correct written summaries thereof) has been delivered and, to the Buyer prior Knowledge of the Company, of the other parties thereto, subject in all respects to the date hereof. To the best of Sellers' knowledgeBankruptcy and Equity Exceptions, (ii) each such Company Contract is now valid and in full force and effect. None effect and (iii) none of the Sellers has breached Company or improperly terminated any such ContractCompany Subsidiary is (with or without notice or lapse of time, and neither the Sellers nor, to the Sellers' knowledge, any third party is or both) in breach or default under any such Company Contract and, to the Knowledge of the Company, no other party to any such Company Contract is (with or without notice or lapse of time, or both) in breach or default thereunder. Neither the Company nor any Company Subsidiary has received written notice of (1) any violation or default under any Company Contract or (2) any termination or threatened termination of any Company Contract, except for violations, defaults or terminations that have not had and would not reasonably be expected to have, individually or in the effect of which would have aggregate, a Company Material Adverse Effect. To The Company has made available to Parent, or have otherwise filed with the best SEC, true and complete copies of Sellers' knowledgeeach Company Contract in all material respects (including, there exists no condition for the avoidance of doubt, all material amendments, modifications, extensions or event which, after notice or lapse of time or both, would constitute any such breach, termination or default the effect of which would have a Material Adverse Effect. Except as set forth on Schedule 4.4, each such ------------ Contract to be assigned to the Buyer pursuant to this Agreement either is assignable to the Buyer without the consent of the other parties thereto or, renewals with respect to any which may not be so assigned without such consents, the required consents are set forth in Schedule 4.4. ------------ 4.16thereto).

Contracts. Section (Ak) Schedule 4.15 is an accurate list and summary description of the Target Disclosure Statement lists all ------------- material contracts and agreements Contracts to which Target or any of its Subsidiaries is a party including those Contracts which fall within any of the Sellers is a party following categories: (a) Contracts not entered into in the ordinary course of Target’s business; (b) royalty, joint venture, partnership and relating primarily similar agreements; (c) Contracts containing covenants purporting to limit the freedom of Target or any of its Subsidiaries to compete in any line of business in any geographic area, to hire any individual or group of individuals or to acquire any business, entity or the assets thereof; (d) Contracts which after the Effective Time of the Transactions would have the effect of limiting the freedom of Acquireco or its Subsidiaries (other than Target and its Subsidiaries) to compete in any line of business in any geographic area, to hire any individual or group of individuals or to acquire any business, entity or the assets thereof; (e) Contracts which contain minimum purchase conditions or requirements or other terms that restrict or limit the purchasing relationships of Target or any of its Subsidiaries other than in the ordinary course of business; (f) Contracts involving annual revenues or expenditures to the conduct business of the Business (including, without limitation, joint venture agreements, employment contracts, loan agreements, bonds, mortgages, Liens, Encumbrances, pledges Target or other security agreements) (collectively, the "Contracts"). (B) Except as set forth on Schedule 4.15 or contracts related solely ------------- to the Seller's paging business, with regard to the operation any of the Business: (1) No Seller is a party to any contract, purchase or sales orders out of the Ordinary Course of Business, or commitment relating primarily to the conduct of the Business or the ownership of the Acquired Assets or the Inventory that involves a dollar amount its Subsidiaries in excess of $25,000; 100,000; (2g) No Seller is a party Contracts containing any rights on the part of any party, including joint venture partners or other entities, to acquire royalty, mining or other property rights from Target or any of the Subsidiaries; and (i) Contracts that require Target or any of its Subsidiaries to provide indemnification to any employment contracts with other person. All Contracts are valid and binding obligations of Target or any Employees; (3) No Seller is a party to any material contract with sales or other agentsof its Subsidiaries and, brokers, franchisees, distributors or dealers relating primarily to the conduct knowledge of Target, the Business valid and binding obligation of each other party thereto and are enforceable by Target or its applicable Subsidiary in accordance with their respective terms, and the ownership Target or its applicable Subsidiary is entitled to all rights and benefits thereunder, except for such Contracts which if not so valid and binding would not, individually or in the aggregate, have a Materially Adverse effect on Target and its Subsidiaries, taken as a whole. Neither Target nor, to the knowledge of the Acquired Assets Target, any other party thereto is in violation of or the Inventory; (4) No Seller is a party to any partnership or joint venture agreement; (5) No Seller is a party to any material lease or other occupancy or use agreements, oral or writtenin default in respect of, nor has there occurred an event or condition which with the passage of time or giving of notice (or both) would constitute a default under or entitle any Seller granted party to terminate, accelerate, modify or call a default under, or trigger any options, pre-emptive rights or rights of first refusal under, any such Contract except such violations or security or other interests in or relating to the Acquired Assets, the Inventory or the Business; (6) No Seller has any material agreements giving any party the right to renegotiate or require a reduction in price or refund of payments previously made in connection with the Business; (7) No Seller has any material agreements for the borrowing or lending of money with respect to the Business and none is a party to any; (8) No Seller has any material agreement for the sale of goods or services to any Governmental Authority; (9) No Seller has any agreement granting any Person a Lien or Encumbrance on any of the Acquired Assets or the Inventory; (10) Except for the Purchased defaults under such Contracts, no Seller is a party to which, individually or bound by any non-competition, secrecy or confidentiality agreement relating to the Business or the Acquired Assets or any other contract restricting its right to conduct the Business at any time, in any manner or at any place in the worldaggregate, or the expansion thereof to other geographical areas, customers, suppliers or lines of Business; and (11) No Seller is a party to any material contract or arrangement that under circumstances now foreseeable is likely to would not have a Material Materially Adverse Effecteffect on Target and its Subsidiaries, taken as a whole. (C) A true and correct copy of each Contract (or, where they are oral, complete and correct written summaries thereof) has been delivered to the Buyer prior to the date hereof. To the best of Sellers' knowledge, each Contract is now valid and in full force and effect. None of the Sellers has breached or improperly terminated any such Contract, and neither the Sellers nor, to the Sellers' knowledge, any third party is in default under any such Contract, the effect of which would have a Material Adverse Effect. To the best of Sellers' knowledge, there exists no condition or event which, after notice or lapse of time or both, would constitute any such breach, termination or default the effect of which would have a Material Adverse Effect. Except as set forth on Schedule 4.4, each such ------------ Contract to be assigned to the Buyer pursuant to this Agreement either is assignable to the Buyer without the consent of the other parties thereto or, with respect to any which may not be so assigned without such consents, the required consents are set forth in Schedule 4.4. ------------ 4.16

Contracts. (Aa) Schedule 4.15 Section 3.16(a) of the Company Disclosure Letter lists each of the following types of Contracts to which the Company or any of its Subsidiaries is an accurate list and summary description of all ------------- material contracts and agreements to a party or by which any of their respective properties or assets is bound as of the Sellers date hereof (other than any of the foregoing solely between the Company and its wholly-owned Subsidiaries or solely between any wholly-owned Subsidiaries of the Company and other than any Contract that is a Company Plan): (i) any Contract that 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) any Contract that by its terms calls for aggregate payment or receipt by the Company or any of its Subsidiaries under such Contract of more than $15 million in any year over the remaining term of such Contract and that either (x) materially limits the ability of the Company or any of its Subsidiaries to compete in any line of business or with any Person or in any geographic area, (y) materially restricts the right of the Company and its Subsidiaries to sell to or purchase from any Person, or (z) grants the other party or any third Person “most favored nation” status; (iii) any Contract with respect to the formation, creation, operation, management or control of a Significant Joint Venture; (iv) any Contract relating to Indebtedness or pursuant to which a Lien is granted and having an outstanding principal or other amount (or unfunded commitment amount) in excess of $5 million; (v) any Contract entered into after January 1, 2012 involving the acquisition or disposition, directly or indirectly (by merger or otherwise), of assets or capital stock or other equity interests for aggregate consideration (in one or a series of transactions) under such Contract of $50 million or more (other than acquisitions or dispositions of inventory in the ordinary course of business consistent with past practice); (vi) any Contract (other than a Government Contract) that by its terms calls for aggregate payment or receipt by the Company and its Subsidiaries under such Contract of more than $100 million in any year over the remaining term of such Contract; (vii) any Contract pursuant to which the Company or any of its Subsidiaries has continuing indemnification, guarantee, “earn-out” or other contingent payment obligations (other than indemnification or performance guarantee obligations provided for in the ordinary course of business consistent with past practice), in each case that could result in payments in excess of $10 million; (viii) any Contract that is a license agreement that is material to the business of the Company and its Subsidiaries, taken as a whole, pursuant to which the Company or any of its Subsidiaries is a party and relating primarily licenses in Company Intellectual Property or licenses out Company Intellectual Property owned by the Company or its Subsidiaries, other than license agreements for software that is generally commercially available; (ix) any Contract that obligates the Company or any of its Subsidiaries to the conduct of the Business (including, without limitation, joint venture agreements, employment contractsmake any capital commitment, loan agreements, bonds, mortgages, Liens, Encumbrances, pledges or other security agreements) (collectively, the "Contracts"). (B) Except as set forth on Schedule 4.15 or contracts related solely ------------- to the Seller's paging business, with regard to the operation of the Business: (1) No Seller is a party to any contract, purchase or sales orders out of the Ordinary Course of Business, or commitment relating primarily to the conduct of the Business or the ownership of the Acquired Assets or the Inventory that involves a dollar expenditure in an amount in excess of $25,00010 million; (2x) No Seller any Contract that by its terms calls for aggregate payment or receipt by the Company or its Subsidiaries under such Contract of more than $10 million over the remaining term of such Contract that is a party to between the Company or its Subsidiaries, on the one hand, and any Affiliate thereof other than any Subsidiary of the Company, on the other hand (excluding employment contracts with any Employeesagreements); (3xi) No Seller is a party any Government Contract that by its terms calls for aggregate payment or receipt by the Company and its Subsidiaries under such Contract of more than $100 million in any year over the remaining term of such Contract; or (xii) (A) any joint venture agreement relating to any material contract with sales or other agents, brokers, franchisees, distributors or dealers relating primarily to the conduct of the Business Company’s Significant Joint Ventures, or (B) any Contract that by its terms calls for the ownership aggregate receipt by the Company or any of and its Subsidiaries under such Contract of more than $15 million in any year over the remaining term of such Contract, that in the case of clause (A) or (B) terminates by its terms, gives the counterparty a right to terminate, or requires the consent of the Acquired Assets or the Inventory; (4) No Seller is a party to any partnership or joint venture agreement; (5) No Seller is a party to any material lease or other occupancy or use agreementscounterparty thereto, oral or written, nor has any Seller granted any options, rights of first refusal or security or other interests in or relating to the Acquired Assets, the Inventory or the Business; (6) No Seller has any material agreements giving any party the right to renegotiate or require a reduction in price or refund of payments previously made in connection with the Business;transactions contemplated by this Agreement. Each contract of the type described in clauses (i) through (xii) is referred to herein as a “Company Material Contract.” (7b) No Seller Except as, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Material Adverse Effect on the Company, (i) each Company Material Contract is valid and binding on the Company and any material agreements for the borrowing or lending of money with respect its Subsidiaries to the Business and none extent such Subsidiary is a party thereto, as applicable, and to any; (8) No Seller has any material agreement for the sale of goods or services to any Governmental Authority; (9) No Seller has any agreement granting any Person a Lien or Encumbrance on any Knowledge of the Acquired Assets or the Inventory; (10) Except for the Purchased Contracts, no Seller is a party to or bound by any non-competition, secrecy or confidentiality agreement relating to the Business or the Acquired Assets or any other contract restricting its right to conduct the Business at any time, in any manner or at any place in the world, or the expansion thereof to other geographical areas, customers, suppliers or lines of Business; and (11) No Seller is a party to any material contract or arrangement that under circumstances now foreseeable is likely to have a Material Adverse Effect. (C) A true and correct copy of each Contract (or, where they are oral, complete and correct written summaries thereof) has been delivered to the Buyer prior to the date hereof. To the best of Sellers' knowledgeCompany, each Contract other party thereto, and is now valid and in full force and effect. None effect and enforceable in accordance with its terms; (ii) the Company and each of the Sellers has breached or improperly terminated any such Contractits Subsidiaries, and neither the Sellers norand, to the Sellers' knowledgeKnowledge of the Company, any third each other party thereto, has performed all obligations required to be performed by it under each Company Material Contract; and (iii) there is in no default under any such ContractCompany Material Contract by the Company or any of its Subsidiaries or, to the effect Knowledge of which would have a Material Adverse Effect. To the best of Sellers' knowledgeCompany, there exists any other party thereto, and no event or condition or event whichhas occurred that constitutes, or, after notice or lapse of time or both, would constitute constitute, a default on the part of the Company or any of its Subsidiaries or, to the Knowledge of the Company, any other party thereto under any such breachCompany Material Contract, termination nor has the Company or default the effect any of which would have a its Subsidiaries received any notice of any such default, event or condition. The Company has made available to Parent true and complete copies of all Company Material Adverse Effect. Except as set forth on Schedule 4.4Contracts, each such ------------ Contract to be assigned to the Buyer pursuant to this Agreement either is assignable to the Buyer without the consent of the other parties thereto or, with respect to any which may not be so assigned without such consents, the required consents are set forth in Schedule 4.4. ------------ 4.16including all amendments thereto.

Contracts. (i) Except for Contracts filed as exhibits to the Company SEC Documents, there are no Contracts that were required to be filed as an exhibit to those Company SEC Documents under the Exchange Act and the rules and regulations promulgated thereunder. The Company has delivered or Made Available to the Parent true and complete copies, of: (A) Schedule 4.15 is an accurate all Contracts of the Company or any of its Subsidiaries made in the Ordinary Course of Business involving payments by or to the Company or its Subsidiaries in excess of $250,000; (B) all Contracts or legally binding commitments of the Company, any of its Subsidiaries or any of its Affiliates that contain a covenant restricting the ability of the Company or any of its Subsidiaries (or which, following the consummation of the Merger, could restrict the ability of the Parent or any of its Subsidiaries) to compete with respect to the development, manufacturing, marketing or distribution of any of the Company’s current products or services and such Contracts are set forth in Section 3.1(i)(i)(B) of the Disclosure Schedule; (C) all Contracts of the Company or any of its Subsidiaries with any Affiliate of the Company (other than any of its Subsidiaries) other than offer letters, employment agreements or consulting agreements providing solely for at will employment or services and containing no right to any pay or benefits after employment or services has terminated, and other than those Contracts that are required to be disclosed pursuant to 3.1(i)(i)(D) below; (D) all employment, consulting, bonus, compensation, severance, or retention agreements or arrangements or similar agreements or arrangements or understandings (whether oral or written) of the Company or any of its Controlled Group Members other than offer letters, employment agreements or consulting agreements providing solely for at will employment and containing no right to severance benefits except as required by applicable law) and a list and summary description of all ------------- material contracts and agreements such Contracts is set forth in Section 3.1(i)(i)(D) of the Disclosure Schedule; (E) all Contracts of the Company or any Subsidiary of the Company pursuant to which any third party is authorized to use, copy, market, distribute or in any other manner exploit any Intellectual Property (as defined below) of the Sellers Company; (F) all Contracts of the Company or any Subsidiary pursuant to which the Company or such Subsidiary is granted rights in Intellectual Property (as defined below) of any third person and a list of all such Contracts is set forth in Section 3.1(i)(i)(F) of the Disclosure Schedule; (G) all Contracts containing “standstill” or similar provisions and a list of all such Contracts is set forth in Section 3.1(i)(i)(G) of the Disclosure Schedule; (H) all material joint venture, partnership or other similar Contracts to which the Company or any of its Subsidiaries is a party and relating primarily to the conduct a list of all such Contracts is set forth in Section 3.1(i)(i)(H) of the Business Disclosure Schedule; (including, without limitation, joint venture I) all loan agreements, employment contractscredit agreements, loan agreementsletters of credit, notes, debentures, bonds, mortgages, Liensindentures, Encumbrances, pledges promissory notes and other Contracts relating to the borrowing of money or extension of credit other security agreements) than standard invoice terms for payments of invoices in connection with sales of the Company’s products or services (collectively, the "Contracts"). (B“Debt Obligations”) Except as set forth on Schedule 4.15 or contracts related solely ------------- pursuant to the Seller's paging business, with regard to the operation which any material indebtedness of the Business: (1) No Seller is a party to any contract, purchase Company or sales orders out of the Ordinary Course of Business, or commitment relating primarily to the conduct of the Business or the ownership of the Acquired Assets or the Inventory that involves a dollar amount in excess of $25,000; (2) No Seller is a party to any employment contracts with any Employees; (3) No Seller is a party to any material contract with sales or other agents, brokers, franchisees, distributors or dealers relating primarily to the conduct of the Business or the ownership of the Acquired Assets or the Inventory; (4) No Seller is a party to any partnership or joint venture agreement; (5) No Seller is a party to any material lease or other occupancy or use agreements, oral or written, nor has any Seller granted any options, rights of first refusal or security or other interests in or relating to the Acquired Assets, the Inventory or the Business; (6) No Seller has any material agreements giving any party the right to renegotiate or require a reduction in price or refund of payments previously made in connection with the Business; (7) No Seller has any material agreements for the borrowing or lending of money with respect to the Business and none is a party to any; (8) No Seller has any material agreement for the sale of goods or services to any Governmental Authority; (9) No Seller has any agreement granting any Person a Lien or Encumbrance on any of its Subsidiaries is outstanding or may be incurred and all guarantees of or by the Acquired Assets or the Inventory; (10) Except for the Purchased Contracts, no Seller is a party to or bound by any non-competition, secrecy or confidentiality agreement relating to the Business or the Acquired Assets Company or any of its Subsidiaries of any Debt Obligations of any other contract restricting its right to conduct the Business at any time, in any manner or at any place in the world, or the expansion thereof to other geographical areas, customers, suppliers or lines of BusinessPerson; and (11J) No Seller all powers of attorney and Contracts and arrangements pursuant to which the Company or any Subsidiary of the Company has any obligations or liabilities (whether absolute, accrued, contingent or otherwise), as guarantor, surety, co-signer, endorser, co-maker, or otherwise in respect of any obligation of any Person, or any capital maintenance or similar agreements or arrangements. (ii) Each Contract or agreement referenced in Sections 3.1(i)(i)(A) through (I) above (notwithstanding any disclosures contained in Sections 3.1(i)(i)(A) through (I) of the Disclosure Schedule) and each Contract or agreement disclosed in the Disclosure Schedule is in full force and effect (except for those Contracts that have expired in accordance with their terms) and constitutes a party legal, valid and binding agreement, enforceable in accordance with its terms (subject to (A) applicable bankruptcy, insolvency, fraudulent transfer and conveyance, moratorium, reorganization, receivership and similar laws relating to or affecting the enforcement of the rights and remedies of creditors generally and (B) principles of equity (regardless of whether considered and applied in a proceeding in equity or at law)), of the Company or each Subsidiary, as applicable, and the Company or its Subsidiaries, as applicable, have performed all of their material obligations under, and is not in violation or breach of or default under, any material contract such Contract or arrangement that under circumstances now foreseeable is likely agreement except for such violation or breach which could not reasonably be expected to have a Material Adverse Effect. (C) A true and correct copy of each Contract (or, where they are oral, complete and correct written summaries thereof) has been delivered to Effect on the Buyer prior to the date hereofCompany. To the best of Sellers' knowledge, each Contract is now valid and in full force and effect. None Knowledge of the Sellers has breached or improperly terminated Company, the other parties to any such ContractContract or agreement have performed all of their obligations under, and neither the Sellers nor, to the Sellers' knowledgeare not in violation or breach of or default under, any third party is in default under any such Contract, the effect of Contract or agreement except for such violations or breaches which would could not reasonably be expected to have a Material Adverse Effect. To Effect on the best of Sellers' knowledge, there exists no condition or event which, after notice or lapse of time or both, would constitute any such breach, termination or default the effect of which would have a Material Adverse Effect. Except as set forth on Schedule 4.4, each such ------------ Contract to be assigned to the Buyer pursuant to this Agreement either is assignable to the Buyer without the consent of the other parties thereto or, with respect to any which may not be so assigned without such consents, the required consents are set forth in Schedule 4.4. ------------ 4.16Company.

Contracts. (A) Schedule 4.15 is an accurate list and summary description of all ------------- material contracts and agreements to which any of the Sellers is a party and relating primarily to the conduct of the Business (including, without limitation, joint venture agreements, employment contracts, loan agreements, bonds, mortgages, Liens, Encumbrances, pledges or other security agreements) (collectively, the "Contracts"). (Ba) Except as set forth on Schedule 4.15 or contracts related solely ------------- to the Seller's paging business, with regard to the operation Section 3.19(a) of the BusinessDisclosure Schedule and the Transaction Documents, the Redemption Notice, Founder Repurchase Agreement, Founder Loan Note and the Chaview Documents, neither any Group Company nor any Subsidiary is bound by: (1i) No Seller is a party any material Contract (x) providing for or relating to employment or the termination of any Key Employee of the Company; and (y) providing for any obligation of any Group Company to make payments, other than (i) in the ordinary course of business, (ii) any grant pursuant to the ESOP, or (iii) any payment under the Company’s bonus schemes described under Section 3.24 of the Disclosure Schedule to any contract, purchase or sales orders out of the Ordinary Course of Business, or commitment relating primarily to the conduct of the Business or the ownership of the Acquired Assets or the Inventory that involves a dollar amount in excess of $25,000Key Employee; (2ii) No Seller is a party to any employment contracts material Contract (other than the Transaction Documents) with any EmployeesPerson containing any provision or covenant prohibiting or limiting the ability of the Company or any Subsidiary to engage in any business activity or compete with any Person; (3iii) No Seller is a party to any material contract with sales partnership, joint venture, shareholders or other agents, brokers, franchisees, distributors or dealers relating primarily to the conduct of the Business or the ownership of the Acquired Assets or the Inventory; similar Contracts with any Person (4) No Seller is a party to excluding any partnership or joint venture agreement; (5) No Seller is a party to Contract entered into by any material lease or other occupancy or use agreements, oral or written, nor has any Seller granted any options, rights of first refusal or security or other interests in or relating to the Acquired Assets, the Inventory or the Business; (6) No Seller has any material agreements giving any party the right to renegotiate or require a reduction in price or refund of payments previously made Group Company in connection with the Businessadvertising business cooperation with Dragon TV and Tianjin Satellite TV); (7iv) No Seller has any material agreements for Contract relating to Indebtedness of any Group Company or to any preferred shares issued by any Group Company, other than the borrowing or lending incurrence of money with respect to accounts payable in the Business and none is a party to anyordinary course of business of the Group Companies; (8) No Seller has v) any material agreement for Contract relating to (x) the sale future disposition or acquisition of goods any Assets and Properties and (y) any merger or services to any Governmental Authorityother business combination; (9vi) No Seller has any agreement granting material Contract between or among any Person a Lien or Encumbrance Group Company, on any of the Acquired Assets or one hand, and the InventoryFounder, on the other hand; (10vii) Except for any Contract (other than the Purchased ContractsTransaction Documents) that in any material respect, no Seller is a party (x) limits, or contains restrictions on, the ability of any Group Company to declare or bound by any non-competitionpay dividends on, secrecy or confidentiality agreement relating to the Business or the Acquired Assets or make any other contract restricting distribution in respect of or to issue or purchase, redeem or otherwise acquire its right Equity Securities, to conduct incur Indebtedness, to incur or suffer to exist any Encumbrance, to purchase or sell any Assets and Properties, to change the Business at any time, lines of business in which it participates or engages or to engage in any manner business combination or at (y) require any place in the world, Group Company to maintain specified financial ratios or the expansion thereof to levels of net worth or other geographical areas, customers, suppliers or lines indicia of Businessfinancial condition; and (11viii) No Seller any other Contract that requires the payment by or to any Group Company or any Subsidiary of more than One Million Renminbi (RMB1,000,000) annually, except (x) any Contract (to which any Group Company is a party or by which any Group Company is bound) made in the ordinary course of business of the Group Companies; and (y) any Contract to which any material contract Group Company is a party or arrangement that under circumstances now foreseeable by which any Group Company is likely bound made in relation to have a Material Adverse Effectthe Initial Public Offering. (Cb) A true and correct copy Each Contract required to be disclosed in Section 3.19(a) of each Contract (orthe Disclosure Schedule constitutes a legal, where they are oral, complete and correct written summaries thereof) has been delivered to the Buyer prior to the date hereof. To the best of Sellers' knowledge, each Contract is now valid and in full force and effect. None binding agreement of the Sellers has breached or improperly terminated any Group Companies who are parties to such Contract, enforceable against them in accordance with its terms; and neither except as disclosed in Section 3.19(b) of the Sellers norDisclosure Schedule, to none of the Sellers' knowledgeGroup Companies is aware of, or has received any third party is notice that it is, in violation or breach of or default under any such Contract, the effect of which would have a Material Adverse Effect. To the best of Sellers' knowledge, there exists no condition Contract (or event which, after with notice or lapse of time or both, would constitute be in violation or breach of or default under any such breach, termination or default the effect of which would have a Material Adverse Effect. Except as set forth on Schedule 4.4, each such ------------ Contract to be assigned to the Buyer pursuant to this Agreement either is assignable to the Buyer without the consent of the other parties thereto or, with respect to any which may not be so assigned without such consents, the required consents are set forth in Schedule 4.4. ------------ 4.16Contract).

Contracts. (a) Section 3.15(a) of the Company Disclosure Letter sets forth, as of the date hereof, a true, correct and complete list of each of the following Contracts to which the Company or any of its Subsidiaries is a party: (i) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC); (ii) any Contract relating to Indebtedness of the Company or any of its Subsidiaries (other than intercompany Indebtedness) and having an outstanding principal amount in excess of $500,000 in the aggregate (collectively, “Instruments of Indebtedness”); (iii) any Contract or obligation that (A) Schedule 4.15 is an accurate list and summary description a non-competition or exclusive dealing Contract or that otherwise purports to limit or restrict the ability of all ------------- material contracts and agreements to which the Company or any of the Sellers is a party and relating primarily to the conduct of the Business its Affiliates (including, without limitationafter the Closing, joint venture agreements, employment contracts, loan agreements, bonds, mortgages, Liens, Encumbrances, pledges Parent and its Affiliates) to solicit customers or other security agreements) (collectively, the "Contracts"). to conduct business in any market or geographic area or (B) Except grants or purports to grant any right of first refusal, right of first offer or similar right or (C) contains a “most favored nation” clause or other term providing preferential pricing or treatment to a third party, the termination or breach of which would reasonably be expected to have a material and adverse impact on the Company and its Subsidiaries, taken as set forth on Schedule 4.15 a whole; (iv) any Contract providing for indemnification that could reasonably be expected to result in payments in excess of $500,000 by the Company or contracts related solely ------------- to the Seller's paging businessany of its Subsidiaries, other than indemnity provisions in Contracts with regard to the operation customers or suppliers of the Business: (1) No Seller is a party to Company or any contract, purchase or sales orders out of its Subsidiaries entered into in the Ordinary Course of Business, or commitment relating primarily to the conduct of the Business or the ownership of the Acquired Assets or the Inventory that involves a dollar amount in excess of $25,000; (2v) No Seller is a party to any employment contracts with any Employeesjoint venture or partnership Contract; (3vi) No Seller is any Contract providing for any payments that are conditioned, in whole or in part, on a party to any material contract with sales or other agents, brokers, franchisees, distributors or dealers relating primarily to the conduct change of control of the Business Company or the ownership any of the Acquired Assets or the Inventoryits Subsidiaries; (4vii) No Seller is a party to any partnership or joint venture collective bargaining agreement; (5viii) No Seller is any Contract material to the Company and its Subsidiaries, taken as a party whole, providing for the outsourcing, contract manufacturing, testing, assembly or fabrication (as applicable) of any products, technology or services of the Company or any of its Subsidiaries; (ix) any Contract material to any material lease or other occupancy or use agreementsthe Company and its Subsidiaries, oral or writtentaken as a whole, nor has any Seller granted any options, rights of first refusal or security or other interests in or relating to the Acquired Assets, supply of any item used by the Inventory Company or a Subsidiary that is the Businesssole source available to supply such item; (6x) No Seller has any Contract material agreements giving to the Company and its Subsidiaries, taken as a whole, granting the Company or any party the of its Subsidiaries a license, or other right to renegotiate or require a reduction in price or refund use, any Intellectual Property of payments previously made in connection with the Businessany third party (excluding commercially-available, off-the-shelf software); (7xi) No Seller has any material agreements Contract entered into in the last five years providing for the borrowing acquisition or lending divestiture of money with respect to the Business and none is a party to anybusiness; (8) No Seller has xii) any material agreement for the sale of goods Contract with any Top Supplier or services to any Governmental Authority;Top Customer; or (9xiii) No Seller has any agreement granting any Person a Lien other Contract not made in the Ordinary Course of Business that would reasonably be expected to materially delay or Encumbrance on prevent the consummation of the Merger or any of the Acquired Assets or transactions contemplated by this Agreement (the Inventory; Contracts described in clauses (10i) Except for through (xiii), together with the Purchased Real Property Leases, being referred to herein as “Material Contracts, no Seller is a party to or bound by any non-competition, secrecy or confidentiality agreement relating to the Business or the Acquired Assets or any other contract restricting its right to conduct the Business at any time, in any manner or at any place in the world, or the expansion thereof to other geographical areas, customers, suppliers or lines of Business; and (11) No Seller is a party to any material contract or arrangement that under circumstances now foreseeable is likely to have a Material Adverse Effect”). (Cb) A true True, correct and correct copy complete copies of each Material Contract (or, where they are oral, complete and correct written summaries thereof) has have been delivered made available to the Buyer prior to the date hereofParent. To the best of Sellers' knowledge, each Each Material Contract is now valid and in full force binding on the Company and effect. None each of the Sellers has breached or improperly terminated any such Contract, and neither the Sellers norits Subsidiaries party thereto and, to the Sellers' knowledgeknowledge of the Company, any third other party thereto, except for such failures to be valid and binding that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, there is in no breach or default under any such ContractMaterial Contract by the Company or any of its Subsidiaries party thereto or, to the effect knowledge of which would have a Material Adverse Effect. To the best of Sellers' knowledgeCompany, there exists any other party thereto, and no condition or event whichhas occurred that, after notice or with the lapse of time or the giving of notice or both, would constitute any such breach, termination a breach or default thereunder by the effect Company or any of which would have a Material Adverse Effect. Except as set forth on Schedule 4.4its Subsidiaries party thereto or, each such ------------ Contract to be assigned to the Buyer pursuant to this Agreement either is assignable to the Buyer without the consent knowledge of the Company, any other parties thereto orparty thereto. (c) There are no provisions in any Instrument of Indebtedness that provide any restrictions on the repayment of the outstanding Indebtedness thereunder, or that require that any financial payment (other than payment of outstanding principal and accrued interest) be made in the event of the repayment of the outstanding Indebtedness thereunder prior to expiration. “Indebtedness” means, with respect to any which may Person, all obligations (including all obligations in respect of principal, accrued interest, penalties, prepayment penalties, fees and premiums) of such Person (i) for borrowed money, (ii) evidenced by notes, bonds, debentures or similar instruments, (iii) for the deferred purchase price of property, goods or services (other than trade payables or accruals incurred in the Ordinary Course of Business), (iv) under capital leases (in accordance with GAAP), (v) in respect of letters of credit, (vi) under interest rate or currency swap or other derivative or hedging instruments and transactions (valued at the termination value thereof), (vii) secured by any Lien on property or assets owned by such Person, whether or not be so assigned without such consentsthe obligations secured thereby have been assumed, (viii) under any sale and lease back transaction, Contract to repurchase securities sold or other similar financing transaction and (ix) in the required consents are set forth nature of guarantees of the obligations described in Schedule 4.4. ------------ 4.16clauses (i) through (viii) above of any other Person.

Contracts. (Aa) Schedule 4.15 is an accurate list and summary description of all ------------- material contracts and agreements to which Neither the Company nor any of the Sellers its Subsidiaries is a party to, and relating primarily none of their respective properties or other assets is subject to, any Contract that is of a nature required to be filed as an exhibit to a report or filing under the Securities Act or the Exchange Act, other than any Contract that is filed as an exhibit to the conduct of the Business (including, without limitation, joint venture agreements, employment contracts, loan agreements, bonds, mortgages, Liens, Encumbrances, pledges or other security agreements) (collectively, the "Contracts")Filed Company SEC Documents. (Bb) Except for Contracts filed in unredacted form as set forth on Schedule 4.15 or contracts related solely ------------- exhibits to the Seller's paging businessFiled Company SEC Documents, with regard to the operation Section 3.10(b) of the BusinessCompany Disclosure Letter sets forth a correct and complete list as of the date of this Agreement, and the Company has made available to Parent correct and complete copies (including all amendments, modifications, extensions, renewals, guaranties or other Contracts with respect thereto, but excluding all names, terms and conditions that have been redacted in compliance with applicable Laws governing the sharing of information), of: (1i) No Seller all Contracts (other than Contracts of the category required to be disclosed in either clause (xiv) or clause (xv) of this Section 3.10(b), regardless of value) of the Company or any of its Subsidiaries having an aggregate value per Contract, or involving payments by or to the Company or any of its Subsidiaries, of more than $50,000 on an annual basis; (ii) all Contracts to which the Company or any of its Subsidiaries is a party, or by which the Company, any of its Subsidiaries or any of its Affiliates is bound, that contain a covenant restricting the ability of the Company or any of its Subsidiaries (or which, following the consummation of the Merger, would restrict the ability of Parent or any of its Subsidiaries, including the Surviving Corporation and its Subsidiaries) to compete in any business or with any person or in any geographic area; (iii) all Contracts of the Company or any of its Subsidiaries with any Affiliate of the Company (other than any of its Subsidiaries); (iv) all Contracts to which the Company or any of its Subsidiaries is a party granting any license to Intellectual Property, and any contract, purchase or sales orders out of the Ordinary Course of Businessother license (other than real estate) having an aggregate value per license, or commitment relating primarily to involving payments by the conduct Company or any of the Business or the ownership its Subsidiaries, of the Acquired Assets or the Inventory that involves a dollar amount in excess of more than $25,00050,000 on an annual basis; (2v) No Seller is all confidentiality agreements (other than in the ordinary course of business), agreements by the Company or any of its Subsidiaries not to acquire assets or securities of a third party or agreements by a third party not to acquire assets or securities of the Company or any employment contracts with any Employeesof its Subsidiaries; (3vi) No Seller is a party to any material contract with sales Contract having an aggregate value per Contract, or other agents, brokers, franchisees, distributors involving payments by or dealers relating primarily to the conduct Company or any of its Subsidiaries, of more than $50,000 on an annual basis that requires consent of or notice to a third party in the Business event of or the ownership of the Acquired Assets or the Inventory; (4) No Seller is a party to any partnership or joint venture agreement; (5) No Seller is a party to any material lease or other occupancy or use agreements, oral or written, nor has any Seller granted any options, rights of first refusal or security or other interests in or relating to the Acquired Assets, the Inventory or the Business; (6) No Seller has any material agreements giving any party the right to renegotiate or require a reduction in price or refund of payments previously made in connection with the Business; (7) No Seller has any material agreements for the borrowing or lending of money with respect to the Business and none is Merger, including in order to avoid a party to anybreach or termination of or loss of benefit under any such Contract; (8) No Seller has vii) all joint venture, profit sharing, partnership or other similar agreements involving co-investment with a third party to which the Company or any material agreement for the sale of goods or services to any Governmental Authorityits Subsidiaries is a party; (9viii) No Seller has any agreement granting Contract with a Governmental Authority (other than ordinary course Contracts with Governmental Authorities as a customer) which imposes any Person a Lien material obligation or Encumbrance restriction on any of the Acquired Assets Company or the Inventoryits Subsidiaries; (10ix) Except all leases, subleases, licenses or other Contracts pursuant to which the Company or any of its Subsidiaries use or hold any material property; (x) all material outsourcing Contracts; (xi) all Contracts with investment bankers, financial advisors, attorneys, accountants or other advisors retained by the Company or any of its Subsidiaries; (xii) all Contracts providing for the Purchased Contractsindemnification by the Company or any of its Subsidiaries of any person, no Seller except for any such Contract that (i) is a party to or bound by any non-competition, secrecy or confidentiality agreement relating not material to the Business or the Acquired Assets Company or any other contract restricting of its right to conduct the Business at any time, in any manner or at any place Subsidiaries and (ii) was entered into in the worldordinary course of business; (xiii) all Contracts pursuant to which any indebtedness of the Company or any of its Subsidiaries is outstanding or may be incurred and all guarantees of or by the Company or any of its Subsidiaries of any indebtedness of any other person (other than the Company or any of its Subsidiaries) (except for such indebtedness and guarantees the aggregate principal amount of which does not exceed $50,000 on an annual basis and excluding trade payables arising in the ordinary course of business); (xiv) any customer Contract that involves (1) annual payments of greater than $50,000 or annual administrative services fees or similar payments of greater than $50,000 and (2) by its terms, does not terminate on or before one year after the expansion thereof to date of such Contract and is not cancelable during such period without penalty or without payment (other geographical areasthan customer agreements that are not terminable within one year solely as a result of the Health Insurance Portability and Accountability Act and the regulations promulgated thereunder (including 45 C.F.R. parts 160, customers162, suppliers and 164) or lines of Businessother statutory or regulatory requirements); and (11xv) No Seller is any Contract with respect to any risk sharing or risk transfer arrangement or that provides for a retroactive premium or similar adjustment or withholding arrangement. (c) None of the Company or any of its Subsidiaries (x) is, or has received written notice or has Knowledge that any other party to any material contract of its Contracts is, in violation or arrangement that under circumstances now foreseeable is likely to have a Material Adverse Effect. breach of or default (C) A true and correct copy of each Contract (or, where they are oral, complete and correct written summaries thereof) has been delivered to the Buyer prior to the date hereof. To the best of Sellers' knowledge, each Contract is now valid and in full force and effect. None of the Sellers has breached with or improperly terminated any such Contract, and neither the Sellers nor, to the Sellers' knowledge, any third party is in default under any such Contract, the effect of which would have a Material Adverse Effect. To the best of Sellers' knowledge, there exists no condition or event which, after without notice or lapse of time or both) in any material respect under, would constitute or (y) has waived or failed to enforce any material rights or benefits under, any Contract to which it is a party or any of its properties or other assets is subject, and (ii) to the Knowledge of the Company, there has occurred no event giving to others any right of termination, amendment or cancellation of (with or without notice or lapse of time or both) any such breachContract except for violations, termination breaches, defaults, waivers or default failures to enforce rights or benefits covered by clauses (i) or (ii) above that individually or in the effect of which aggregate have not had and would not reasonably be expected to have a Company Material Adverse Effect. Except as set forth on Schedule 4.4, each such ------------ Contract to be assigned to the Buyer pursuant to this Agreement either is assignable to the Buyer without the consent of the other parties thereto or, with respect to any which may not be so assigned without such consents, the required consents are set forth in Schedule 4.4. ------------ 4.16.

Contracts. (A) Schedule 4.15 is an accurate list and summary description of all ------------- material contracts and agreements to which any of the Sellers is a party and relating primarily to the conduct of the Business (including, without limitation, joint venture agreements, employment contracts, loan agreements, bonds, mortgages, Liens, Encumbrances, pledges or other security agreements) (collectively, the "Contracts"). (B) Except as set forth on Schedule 4.15 or contracts related solely ------------- to the Seller's paging business"G", with regard to the operation of the Business: (1) No Seller is a party to any contract, purchase or sales orders out of the Ordinary Course of Business, or commitment relating primarily to the conduct of the Business or the ownership of the Acquired Assets or the Inventory that involves a dollar amount in excess of $25,000; (2) No Seller is a party to any employment contracts with any Employees; (3) No Seller is a party to any material contract with sales or other agents, brokers, franchisees, distributors or dealers relating primarily to the conduct of the Business or the ownership of the Acquired Assets or the Inventory; (4) No Seller is a party to any partnership or joint venture agreement; (5) No Seller is a party to any material lease or other occupancy or use agreements, oral or written, neither Chem-Con nor has any Seller granted any options, rights of first refusal or security or other interests in or relating to the Acquired Assets, the Inventory or the Business; (6) No Seller has any material agreements giving any party the right to renegotiate or require a reduction in price or refund of payments previously made in connection with the Business; (7) No Seller has any material agreements for the borrowing or lending of money with respect to the Business and none is a party to any; (8) No Seller has any material agreement for the sale of goods or services to any Governmental Authority; (9) No Seller has any agreement granting any Person a Lien or Encumbrance on any of the Acquired Assets or the Inventory; (10) Except for the Purchased Contracts, no Seller its Subsidiaries is a party to or bound by: 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 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 Chem-Con's business relating solely to the indemnification of certain of its customers due to Chem-Con's disposal of waste generated by such customers at permitted disposal facilities not affiliated with Chem-Con; 4.9.1.5 any nonagreement, contract or commitment which would reasonably be expected to have a material adverse impact on the business of Chem-competitionCon or its Subsidiaries; 4.9.1.6 any agreement, secrecy indenture or confidentiality agreement other instrument which contains restrictions with respect to payment of dividends or any other distribution in respect of Chem-Con or its Subsidiaries or any other 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 ($10,000.00) and involving future payments; 4.9.1.9 any agreement, contract or commitment relating to the Business acquisition of assets or capital stock of any business enterprise; 4.9.1.10 any contract with the Acquired Assets Department of Defense or any other department or agency of the United States Government, or to any subcontract under any such contract, which is subject to renegotiation under the Renegotiation Act of 1951, as amended; or 4.9.1.11 any agreement, contract restricting its right to conduct the Business at any time, in any manner or at any place commitment not made in the worldordinary course of business which involves Ten Thousand Dollars ($10,000) or more or has a remaining term of one (1) year or more from December 31, 1998, or the expansion thereof to other geographical areasis not cancelable on thirty (30) days or less notice without penalty. Neither Chem-Con nor its Subsidiaries has breached, customersand there is not any claim, suppliers or lines of Business; and (11) No Seller is a party to any material contract or arrangement that under circumstances now foreseeable is likely to have a Material Adverse Effect. (C) A true and correct copy of each Contract (or, where they are oral, complete and correct written summaries thereof) has been delivered to the Buyer prior to the date hereof. To the best of Sellers' knowledge, each Contract is now valid and in full force and effect. None of Chem-Con's or the Sellers has breached Sullivans or improperly terminated any such Contract, and neither the Sellers nor, to the Sellers▇▇▇▇▇▇▇▇ Trusts' knowledge, any third party is in default under claim that Chem-Con or its Subsidiaries have breached any such Contract, the effect of which would have a Material Adverse Effect. To the best of Sellers' knowledge, there exists no condition or event which, after notice or lapse of time or both, would constitute any such breach, termination or default the effect of which would have a Material Adverse Effect. Except as set forth on Schedule 4.4, each such ------------ Contract to be assigned to the Buyer pursuant to this Agreement either is assignable to the Buyer without the consent of the other parties thereto orterms or conditions of any agreement, with respect to any which may not be so assigned without such consents, the required consents are contract or commitment set forth in Schedule 4.4. ------------ 4.16this Agreement or in any of the Schedules attached hereto or of any other agreement, contract or commitment, if any such breach or breaches in the aggregate could result in the imposition of damages or the loss of benefits in an amount or of a kind material to Chem-Con or its Subsidiaries.

Contracts. (a) Section 3.16(a) of the Company Disclosure Letter, together with the Contracts identified on the lists of exhibits to the Company SEC Documents, lists each Contract of the following types to which the Company or any of its Subsidiaries is a party or by which any of their respective properties or assets is bound as of the date hereof: (i) any Contract that 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 Exchange Act; (ii) any Contract that (A) Schedule 4.15 is an accurate list and summary description materially limits the ability of all ------------- material contracts and agreements to which the Company or any of its Subsidiaries (or, following the Sellers is a party and relating primarily to the conduct consummation of the Business Transactions, would reasonably be expected to materially limit the ability of Parent or any of its Subsidiaries, including the Surviving Company or the Opco Surviving Company) to compete in any line of business or with any Person or in any geographic area (including, without limitationincluding any Contract containing any area of mutual interest (but excluding areas of mutual interest under joint operating agreements), joint venture agreementsbidding area, employment contractsjoint acquisition area or non-compete or similar type of restriction), loan agreements, bonds, mortgages, Liens, Encumbrances, pledges or other security agreements) (collectively, the "Contracts"). (B) Except as set forth on Schedule 4.15 or contracts related solely ------------- to materially restricts the Seller's paging business, with regard to the operation right of the Business:Company or any of its Subsidiaries (or, following the consummation of the Transactions, would reasonably be expected to materially limit the ability of Parent or any of its Subsidiaries, including the Surviving Company or the Opco Surviving Company) to sell to or purchase from any Person any products or services, or use, transfer or distribute, or enforce any of their rights with respect to, any of their material assets, or (C) grants the other party or any third Person “most favored nation” status with respect to any material obligation (other than pursuant to customary royalty pricing provisions in Oil and Gas Leases or customary preferential rights in joint operating agreements, unit agreements or participation agreements affecting the Oil and Gas Properties of the Company or any of its Subsidiaries); (1iii) No Seller is a party to any contractmaterial joint venture, purchase partnership or sales orders out limited liability agreement, other than any customary joint operating agreements, unit agreements or participation agreements affecting the Oil and Gas Properties of the Ordinary Course Company or any of Business, or its Subsidiaries; (iv) any Contract that constitutes a commitment relating primarily to the conduct of the Business Company or the ownership any of the Acquired Assets or the Inventory that involves a dollar its Subsidiaries relating to Indebtedness and having an outstanding principal amount in excess of $25,00035,000,000, other than agreements solely between or among the Company and its Subsidiaries; (2v) No Seller any Contract involving any pending acquisition or disposition, directly or indirectly (by merger or otherwise), of assets or capital stock or other equity interests for aggregate consideration (in one or a series of transactions) under such Contract of $35,000,000 or more (other than acquisitions or dispositions of inventory or the purchase or sale of Hydrocarbons, in each case, in the ordinary course of business consistent with past practice); (vi) any Contract that by its terms calls for aggregate payment or receipt by the Company and its Subsidiaries under such Contract of more than $35,000,000 over the remaining term of such Contract; (vii) any Contract pursuant to which the Company or any of its Subsidiaries has continuing indemnification, guarantee, “earn-out” or other similar contingent payment obligations, in each case that would reasonably be expected to result in payments in excess of $35,000,000; (viii) any Contract that obligates the Company or any of its Subsidiaries to make any future capital commitment, loan or expenditure in an amount in excess of $35,000,000, other than customary joint operating agreements, unit operating agreements or continuous development obligations under Oil and Gas Leases; (ix) any Contract between the Company or any of its Subsidiaries, on the one hand, and any Affiliate thereof other than any Subsidiary of the Company, on the other hand; provided, that, solely for purposes of clause (ix) of this Section 3.16(a), the term “Affiliate” shall exclude any portfolio company of Quantum Energy Partners or any of its affiliated investment funds; (x) any Contract that requires the consent of a third party in connection with the consummation of the Transactions or that would or would reasonably be expected to prevent, materially delay or impair, or otherwise be affected by, the consummation of the Transactions (including, in each case, due to a provision relating to a “change of control”); (xi) each joint development agreement, exploration agreement, participation, farmout, farmin or program agreement or similar contract requiring the Company or any of its Subsidiaries to make expenditures that would reasonably be expected to exceed $35,000,000 in the aggregate during the 12-month period following the date of this Agreement, other than customary joint operating agreements and continuous development obligations under Oil and Gas Leases; (xii) each Contract for any Derivative Transaction with a notional value in excess of $35,000,000; (xiii) any Contract that contains a “take-or-pay” clause or any similar material prepayment or forward sale arrangement or obligation (excluding “gas balancing” arrangements associated with customary joint operating agreements) to deliver Hydrocarbons at some future time without then or thereafter receiving full payment therefor; (xiv) each Contract that is a transportation, gathering, processing, purchase, sale, storage or other arrangement downstream of the wellhead to which the Company or any of its Subsidiaries is a party involving (A) the transportation, gathering, processing, purchase, sale or storage of more than 75 MMcf of gaseous Hydrocarbons per day, or 5,000 barrels of liquid Hydrocarbons per day, or (B) that provides for (i) an acreage dedication in excess of 5,000 gross surface acres, (ii) a minimum volume commitment in excess of 50 MMcf of gaseous Hydrocarbons per day or 5,000 barrels of liquid Hydrocarbons per day or (iii) a capacity reservation fee (x) that has a remaining term of greater than 60 days and does not allow the Company or such Subsidiary to terminate it without penalty on 60 days’ (or less) notice and (y) that could reasonably be expected to result in the payment by the Company or any employment contracts with any Employees; (3) No Seller is a party to any material contract with sales or other agents, brokers, franchisees, distributors or dealers relating primarily to of its Subsidiaries of an amount in excess of $35,000,000 over the conduct remaining term of the Business or the ownership of the Acquired Assets or the Inventory; (4) No Seller is a party to any partnership or joint venture such agreement; (5xv) No Seller each Contract to which the Company or any of its Subsidiaries is a party to any material lease for the purchase, sale, swap or other occupancy exchange of minerals or use agreementsmineral rights having a value in excess of $35,000,000, oral in each case, for which such purchase, sale, swap or writtenexchange of minerals or mineral rights remain pending (and excluding, nor has any Seller granted any options, rights for the avoidance of first refusal or security or other interests in or relating to the Acquired Assetsdoubt, the Inventory or purchase and sale of Hydrocarbons in the Businessordinary course of business consistent with past practices); (6xvi) No Seller any Contract (other than Oil and Gas Leases) pursuant to which the Company or any of its Subsidiaries has paid amounts associated with any material agreements giving Production Burden in excess of $35,000,000 in the aggregate during the immediately preceding fiscal year which will be binding on the Company or any party of its Subsidiaries following the right to renegotiate consummation of the Transactions or require a reduction in price or refund of payments previously made in connection with the Business; (7) No Seller has any material agreements for the borrowing or lending of money with respect to which the Business Company reasonably expects that it and/or one of its Subsidiaries will make payments associated with any Production Burden in any of the next three succeeding fiscal years that could, based on current projections, exceed $35,000,000 in the aggregate in any such year; or (xvii) each Contract for lease of personal property or real property (other than Oil and none Gas Properties) involving payments in excess of $35,000,000 in any calendar year or aggregate payments in excess of $125,000,000 that is not terminable without penalty or other liability to the Company (other than any ongoing obligation pursuant to such contract that is not caused by any such termination) within 90 days, other than Contracts related to drilling rigs. Each contract of the type described in clauses (i) through (xvii) is referred to herein as a “Company Material Contract.” (b) Except for matters which, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect (provided, that clause (D) of the definition of “Material Adverse Effect” shall be disregarded for purposes of this Section 3.16(b)) (i) each Company Material Contract is valid and binding on the Company and any of its Subsidiaries to the extent such Subsidiary is a party thereto, as applicable, and to any; (8) No Seller has any material agreement for the sale of goods or services to any Governmental Authority; (9) No Seller has any agreement granting any Person a Lien or Encumbrance on any knowledge of the Acquired Assets or the Inventory; (10) Except for the Purchased Contracts, no Seller is a party to or bound by any non-competition, secrecy or confidentiality agreement relating to the Business or the Acquired Assets or any other contract restricting its right to conduct the Business at any time, in any manner or at any place in the world, or the expansion thereof to other geographical areas, customers, suppliers or lines of Business; and (11) No Seller is a party to any material contract or arrangement that under circumstances now foreseeable is likely to have a Material Adverse Effect. (C) A true and correct copy of each Contract (or, where they are oral, complete and correct written summaries thereof) has been delivered to the Buyer prior to the date hereof. To the best of Sellers' knowledgeCompany, each Contract other party thereto, and is now valid and in full force and effect. None of the Sellers has breached or improperly terminated any such Contracteffect and enforceable in accordance with its terms, subject, as to enforceability, to Creditors’ Rights, and neither (ii) there is no pending or unresolved default under any Company Material Contract by the Sellers norCompany or any of its Subsidiaries or, to the Sellers' knowledgeknowledge of the Company, any third other party is in default under any such Contractthereto, the effect of which would have a Material Adverse Effect. To the best of Sellers' knowledgeand no event or condition has occurred that remains pending or unresolved that constitutes, there exists no condition or event whichor, after notice or lapse of time or both, would constitute reasonably be expected to constitute, a default on the part of the Company or any of its Subsidiaries or, to the knowledge of the Company, any other party thereto under any such breachCompany Material Contract, termination nor has the Company or default the effect any of which would have a its Subsidiaries received any notice of any such default, event or condition. The Company has made available to Parent true and complete copies of all Company Material Adverse Effect. Except as set forth on Schedule 4.4, each such ------------ Contract to be assigned to the Buyer pursuant to this Agreement either is assignable to the Buyer without the consent of the other parties thereto or, with respect to any which may not be so assigned without such consents, the required consents are set forth in Schedule 4.4. ------------ 4.16Contracts.

Contracts. (A) Schedule Section 4.15 is an accurate list of the Company Disclosure Letter contains a true and summary description correct list, by reference to the applicable subsection of all ------------- material contracts and agreements this Section 4.15, of the following Contracts to which any of the Sellers Company Entity is a party and relating primarily to the conduct or by which any Company Entity is bound or any of the Business (including, without limitation, joint venture agreements, employment contracts, loan agreements, bonds, mortgages, Liens, Encumbrances, pledges their respective assets or other security agreements) properties is bound (collectively, the "contracts required to be set forth in Section 4.15 of the Company Disclosure Letter, the “Material Contracts").”): (Ba) any Contracts required to be filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2012, pursuant to Item 601(b)(2), (4), (9) or (10) of Regulation S-K promulgated by the SEC; (b) all selling, distribution, dealer, product or marketing Contracts or similar commission-based Contracts with third parties, all Contracts with Financial Advisors and all Advisory Contracts, (c) any Contracts with any current, or containing ongoing obligations to or rights in favor of any former, officer, director, shareholder or Affiliate of any Company Entity; (d) any Contracts with any labor or trade union or association or works council representing any employee of any Company Entity; (e) any Contracts for correspondent securities clearing, payment and settlement activities; (f) any Contracts for joint ventures or similar Contracts involving a sharing of profits or expenses, strategic alliances or partnerships; (g) any Contracts relating to the acquisition (by merger, purchase of stock or assets or otherwise) by any Company Entity of any operating business or material assets or the capital stock of any other Person; (h) any Contracts relating to the incurrence, assumption or guarantee of any Indebtedness of the Company Entities or imposing a Lien on any of their respective assets; (i) any settlement or conciliation agreement with any Person (including any Governmental Authority) entered into within the 36 months preceding the date of this Agreement; (j) any Contract or series of related Contracts under which any Company Entity has made loans to any other Person, including loans to Financial Advisors; (k) any Contracts providing for severance, retention, change in control or other similar payments; (l) any Contracts for the employment of any individual on a full-time, part-time or consulting or other basis providing annual base and bonus compensation in excess of $75,000; (m) any outstanding Contracts of guaranty, surety or indemnification, direct or indirect, by any Company Entity, other than third party Contracts entered into in the ordinary course of business consistent with past practice that contain ordinary course indemnification provisions; (n) any Contracts that contain covenants (including exclusive rights, covenants not to compete and non-solicit agreements) that restrain, restrict, limit or impede the ability of any Company Entity, or that, following the consummation of the transactions contemplated hereby, would restrain, restrict, limit or impede the ability of the Surviving Entity or its Affiliates, to (i) compete in any business or with any Person or in any geographic area, (ii) sell, supply or distribute any service or product (including any “most favored customer” or similar clauses), or (iii) acquire any property (tangible or intangible) from any Person; (o) All Real Property Leases and all leases, subleases or other rental agreements under which any Company Entity is a party that call for annual lease payments in excess of $75,000 individually or are otherwise material to the operations of its business; (p) any Contracts providing for liquidated damages or similar penalties in the event of a breach that would reasonably be expected to result in a material liability of any Company Entity (or, following the Closing, of the Surviving Entity); (q) any Contracts which individually provide for payments to or from any Company Entity of $75,000 or more, including over any 12-month period; and (r) any Contracts that are otherwise material to any Company Entity. True and complete copies of all Material Contracts (and true and correct summaries of any Material Contracts agreed to orally) have been delivered to Parent. Except as set forth on Schedule 4.15 or contracts related solely ------------- to the Seller's paging business, with regard to the operation in Section 4.15(s) of the Business: (1) No Seller is a party to any contractCompany Disclosure Letter, purchase or sales orders out all Material Contracts were entered into in the ordinary course of business. Each of the Ordinary Course of Business, or commitment relating primarily to the conduct of the Business or the ownership of the Acquired Assets or the Inventory that involves a dollar amount in excess of $25,000; (2) No Seller Material Contracts is a party to any employment contracts with any Employees; (3) No Seller is a party to any material contract with sales or other agents, brokers, franchisees, distributors or dealers relating primarily to the conduct of the Business or the ownership of the Acquired Assets or the Inventory; (4) No Seller is a party to any partnership or joint venture agreement; (5) No Seller is a party to any material lease or other occupancy or use agreements, oral or written, nor has any Seller granted any options, rights of first refusal or security or other interests in or relating to the Acquired Assets, the Inventory or the Business; (6) No Seller has any material agreements giving any party the right to renegotiate or require a reduction in price or refund of payments previously made in connection with the Business; (7) No Seller has any material agreements for the borrowing or lending of money with respect to the Business and none is a party to any; (8) No Seller has any material agreement for the sale of goods or services to any Governmental Authority; (9) No Seller has any agreement granting any Person a Lien or Encumbrance on any of the Acquired Assets or the Inventory; (10) Except for the Purchased Contracts, no Seller is a party to or bound by any non-competition, secrecy or confidentiality agreement relating to the Business or the Acquired Assets or any other contract restricting its right to conduct the Business at any time, in any manner or at any place in the world, or the expansion thereof to other geographical areas, customers, suppliers or lines of Business; and (11) No Seller is a party to any material contract or arrangement that under circumstances now foreseeable is likely to have a Material Adverse Effect. (C) A true and correct copy of each Contract (or, where they are oral, complete and correct written summaries thereof) has been delivered to the Buyer prior to the date hereof. To the best of Sellers' knowledge, each Contract is now valid and presently in full force and effect. None of the Sellers effect in all material respects in accordance with its terms and there has breached not been any material breach of, or improperly terminated material default under, any such ContractContract by any Company Entity, and neither the Sellers noror, to the Sellers' Company’s knowledge, by any third other party is in default under any such Contractthereto, the effect of which would have a Material Adverse Effect. To the best of Sellers' knowledge, there exists and no condition or event whichexists that, after with notice or lapse of time or both, would constitute a material breach of or material default under any such breachContract by any Company Entity or, termination or default the effect of which would have a Material Adverse Effect. Except as set forth on Schedule 4.4, each such ------------ Contract to be assigned to the Buyer pursuant Company’s knowledge, by any other party thereto. No other party to this Agreement either is assignable any of the Material Contracts has made or asserted in writing, or, to the Buyer without Company’s knowledge, has, any defense, setoff or counterclaim under any such Contract or has exercised any option to cancel or terminate, shorten the consent term of or fail to renew or extend the term of any such Contract, and none of the other parties thereto or, with respect Company Entities have received any written notices to any which may not be so assigned without such consents, the required consents are set forth in Schedule 4.4. ------------ 4.16that effect.

Contracts. (Aa) There have been delivered or made available to BRZG true, correct and complete copies of each of the contracts set forth in Schedule 4.15 5.16. Each such contract is an accurate list valid, subsisting, in full force and summary description of all ------------- material contracts effect and agreements to which binding upon the parties thereto in accordance with its terms, and Amazonia is not in default in any respect under any of the Sellers them; and (b) Amazonia is not a party to any: (i) contracts with any current or former officer, director, manager, employee, consultant, agent or other representative and no monies are due to such person; (ii) contracts for the purchase or sale of equipment or; (iii) contracts for the sale of any of its assets or properties or for the grant to any person of any preferential rights to purchase any of its assets or properties; (iv) contracts (including with limitation, leases of real property) regarding real property); (v) contracts relating primarily to the conduct acquisition of any operating business of, or the Business disposition of any operating business by, any other person; (vi) executory contracts relating to the disposition or acquisition of any investment or of any interest in any person; (vii) joint venture contracts or agreements; (viii) contracts to indemnify any party, or to share tax liability of any party; (ix) contracts containing covenants 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 in any line of business or in any geographical area; (x) contracts relating to the making of any loan; (xi) contracts relating to the borrowing of money or the direct or indirect guarantee of any obligation for the repayment of borrowed money, or any other contingent obligations in respect of indebtedness of any other Person, including, without limitation, joint venture agreements, employment contracts, loan agreements, bonds, mortgages, Liens, Encumbrances, pledges or other security agreements: (A) (collectively, the "Contracts").any contract with respect to lines of credit; (B) Except as set forth on Schedule 4.15 any contract to advance or contracts related solely ------------- to the Seller's paging business, with regard to the operation of the Business: (1) No Seller is a party supply funds to any contract, purchase or sales orders out other person other than in the ordinary course of the Ordinary Course of Business, or commitment relating primarily to the conduct of the Business or the ownership of the Acquired Assets or the Inventory that involves a dollar amount in excess of $25,000business; (2C) No Seller is a party any contract to pay for property, products or services of any employment contracts with any Employeesother person even if such property, products or services are not conveyed, delivered or rendered; (3D) No Seller is a party any keep-well, make-whole or maintenance of working capital or earnings or similar contract; or (E) any guarantee with respect to any material contract with sales or other agents, brokers, franchisees, distributors or dealers relating primarily to the conduct of the Business or the ownership of the Acquired Assets or the Inventory; (4) No Seller is a party to any partnership or joint venture agreement; (5) No Seller is a party to any material lease or other occupancy or use agreements, oral or written, nor has any Seller granted any options, rights of first refusal or security or other interests in or relating similar periodic payments to the Acquired Assets, the Inventory or the Business; (6) No Seller has any material agreements giving any party the right to renegotiate or require a reduction in price or refund of payments previously be made in connection with the Business; (7) No Seller has any material agreements for the borrowing or lending of money with respect to the Business and none is a party to any; (8) No Seller has any material agreement for the sale of goods or services to any Governmental Authority; (9) No Seller has any agreement granting any Person a Lien or Encumbrance on any of the Acquired Assets or the Inventory; (10) Except for the Purchased Contracts, no Seller is a party to or bound by any non-competition, secrecy or confidentiality agreement relating to the Business or the Acquired Assets or any other contract restricting its right to conduct the Business at any time, in any manner or at any place in the world, or the expansion thereof to other geographical areas, customers, suppliers or lines of Businessperson; and (11xii) No Seller is a party contracts for or relating to computers, computer equipment, computer software or computer services; or (xiii) any other material contract whether or arrangement that under circumstances now foreseeable is likely to have a Material Adverse Effectnot made in the ordinary course of business. (C) A true and correct copy of each Contract (or, where they are oral, complete and correct written summaries thereof) has been delivered to the Buyer prior to the date hereof. To the best of Sellers' knowledge, each Contract is now valid and in full force and effect. None of the Sellers has breached or improperly terminated any such Contract, and neither the Sellers nor, to the Sellers' knowledge, any third party is in default under any such Contract, the effect of which would have a Material Adverse Effect. To the best of Sellers' knowledge, there exists no condition or event which, after notice or lapse of time or both, would constitute any such breach, termination or default the effect of which would have a Material Adverse Effect. Except as set forth on Schedule 4.4, each such ------------ Contract to be assigned to the Buyer pursuant to this Agreement either is assignable to the Buyer without the consent of the other parties thereto or, with respect to any which may not be so assigned without such consents, the required consents are set forth in Schedule 4.4. ------------ 4.16

Contracts. (Aa) Schedule 4.15 is an accurate list and summary description of all ------------- material contracts and agreements Sellers have delivered to which any of the Sellers is Buyer a party and relating primarily to the conduct of the Business (includingcopy of, without limitation, joint venture agreements, employment contracts, loan agreements, bonds, mortgages, Liens, Encumbrances, pledges or other security agreements) (collectively, the "Contracts"). (B) Except as set forth on Schedule 4.15 or contracts related solely ------------- to the Seller's paging business, with regard to the operation of the Businesseach Applicable Contract: (1i) No Seller is a party Involving the performance of services, delivery of goods or materials, or payments by one or more Acquired Companies of an amount or value in excess of $5,000; (ii) Involving the performance of services, delivery of goods or materials, or payments to any contract, purchase one or sales orders out more Acquired Companies of an amount or value in excess of $5,000 (iii) That was not entered into in the Ordinary Course of Business; (iv) With respect to Intellectual Property Assets, including Contracts with current or former employees, consultants, or commitment relating primarily to contractors regarding the conduct ownership, use, protection, or nondisclosure of any of the Business Intellectual Property Assets; (v) With any labor union or other employee representative of a group of employees relating to wages, hours, or other conditions of employment; (vi) Involving any joint venture, partnership, or limited liability company agreement involving a sharing of profits, losses, costs, Taxes, or other liabilities by any Acquired Company with any other Person; (vii) Containing covenants that in any way purport to restrict the ownership right or freedom of any Acquired Company or any other Person for the benefit of any Acquired Assets Company to (A) engage in any business activity, (B) engage in any line of business or the Inventory that involves compete with any Person, or (C) solicit any Person to enter into a dollar amount business or employment relationship, or enter into such a relationship with any Person; (viii) Providing for payments to or by any Person based on sales, purchases, or profits, other than direct payments for goods; (ix) Containing an effective power of attorney granted by any Acquired Company; (x) Containing or providing for an express undertaking by any Acquired Company to be responsible for consequential, special, or liquidated damages or penalties or to indemnify any other party; (xi) For capital expenditures in excess of $25,0005,000 (xii) Involving the settlement, release, compromise, or waiver of any material rights, claims, obligations, duties, or liabilities; (2xiii) No Seller is a party Relating to any loan, advance, extension of credit or other indebtedness of any Acquired Company in excess of $5,000 (xiv) Relating to the employment contracts with of any Employeesemployee of any Acquired Company; (3xv) No Seller Under which any Acquired Company has loaned to, or made an investment in, or guaranteed the obligations of, any Person in excess of $5,000 (xvi) Relating to any bond or letter of credit; (xvii) Containing any obligation of confidentiality or nondisclosure between any Acquired Company and any other Person for the benefit of any Acquired Company or such other Person; (xviii) License, sublicense, option or other agreement relating in whole or in part to the Intellectual Property Assets (including any license or other agreement under which the Company or any Acquired Company is a party licensee or licensor of any Intellectual Property); (xix) Lease, sublease or similar Contract with any person (other than the Company or a Subsidiary) under which the Company or a Subsidiary is a lessor or sublessor of, or makes available for use to any material contract with sales person (other than the Company or other agents, brokers, franchisees, distributors or dealers relating primarily to the conduct of the Business or the ownership a Subsidiary) any assets of the Acquired Assets or the InventoryCompany; (4xx) No Seller providing for indemnification of any person with respect to liabilities relating to any current or former business of the Company, a Subsidiary or any predecessor person; (xxi) which is a party to any partnership or joint venture confidentiality agreement; (5xxii) No Seller which is a party to any material lease currency exchange, interest rate exchange, commodity exchange or other occupancy or use agreements, oral or written, nor has any Seller granted any options, rights of first refusal or security or other interests in or relating to the Acquired Assets, the Inventory or the Businesssimilar Contract; (6xxiii) No Seller which has any material agreements giving any party the right to renegotiate or require a reduction in price or refund of payments previously made in connection with the Business; (7) No Seller has any material agreements for the borrowing or lending of money with respect to the Business and none is a party to any; (8) No Seller has any material agreement for the sale of goods or services an aggregate future liability to any Governmental Authority; person (9other than the Company or a Subsidiary) No Seller has any agreement granting any Person in excess of $10,000 and is not terminable by the Company or a Lien or Encumbrance on any Subsidiary by notice of the Acquired Assets or the Inventory; (10) Except for the Purchased Contracts, no Seller is a party to or bound by any non-competition, secrecy or confidentiality agreement relating to the Business or the Acquired Assets or any other contract restricting its right to conduct the Business at any time, in any manner or at any place in the world, or the expansion thereof to other geographical areas, customers, suppliers or lines of Businessnot more than 60 days; and (11xxiv) No Seller is a party to Constituting an amendment, supplement, or modification (whether oral or written) in respect of any material contract or arrangement that under circumstances now foreseeable is likely to have a Material Adverse Effectof the foregoing. (Cxxv) A true and correct copy of each Contract (or, where they are oral, complete and correct written summaries thereof) has been delivered to the Buyer prior to the date hereof. To the best of Sellers' knowledge, each Each Applicable Contract is now valid and in full force and effect. None of the Sellers has breached or improperly terminated any such Contract, and neither is valid and enforceable in accordance with its terms; (xxvi) The completion or performance of each Applicable Contract will not result in an adverse consequence to any Acquired Company. (xxvii) Each Acquired Company has been in compliance with each Applicable Contract since the Sellers nor, to the Sellers' knowledge, effective date of such Applicable Contract; (xxviii) Each other Person that has any third party is in default obligation or liability under any Applicable Contract has been in compliance with such Applicable Contract since the effective date of such Applicable Contract, the effect of which would have a Material Adverse Effect. To the best of Sellers' knowledge, there ; (xxix) No event has occurred or circumstance exists no condition that (with or event which, after without notice or lapse of time time) could result in a Breach of, or bothgive any Acquired Company or other Person the right to declare a default or exercise any remedy under, or accelerate the maturity or performance of or payment under, or cancel, terminate, or modify, any Applicable Contract; (xxx) No event has occurred or circumstance exists under or by virtue of any Applicable Contract that (with or without notice or lapse of time) would constitute cause the creation of any Encumbrance affecting any assets owned or used by any Acquired Company; and (xxxi) No Acquired Company has given to, or received from, any other Person any notice or other communication (whether oral or written) regarding any actual, alleged, or potential Breach of any Applicable Contract. (b) There is no renegotiation of, attempt to renegotiate, or outstanding rights to renegotiate any Applicable Contract with any Person, and no Person has made written demand for such breach, termination or default the effect of which would have a Material Adverse Effect. Except as set forth on Schedule 4.4, each such ------------ renegotiation. (c) Each Applicable Contract to be assigned relating to the Buyer pursuant to this Agreement either is assignable to sale, design, manufacture, or provision of products or services by an Acquired Company has been entered into in the Buyer Ordinary Course of Business and without the consent commission of the any act alone or in concert with any other parties thereto orPerson, with respect to or any which may not be so assigned without such consentsconsideration having been paid or promised, the required consents are set forth in Schedule 4.4. ------------ 4.16violation of any Legal Requirement.

Contracts. (a) Section 2.16 of the Company Disclosure Letter lists each Contract of the following types to which the Company or any of its Subsidiaries is a party or by which any of their respective properties or assets is bound as of the date of this Agreement: (i) any Contract that 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 6-K; (ii) any Contract (A) Schedule 4.15 is an accurate list and summary description that limits the ability of all ------------- material contracts and agreements to which the Company or any of its Subsidiaries (or, following the Sellers is a party and relating primarily to the conduct consummation of the Business (includingOffer and the other transactions contemplated by this Agreement, without limitationwould limit the ability of Parent or any of its Subsidiaries) to compete in any line of business or with any Person or in any geographic area, joint venture agreements, employment contracts, loan agreements, bonds, mortgages, Liens, Encumbrances, pledges or other security agreements) (collectively, the "Contracts"). (B) Except as set forth on Schedule 4.15 or contracts related solely ------------- to that restricts the Seller's paging business, with regard to the operation right of the Business:Company or any of its Subsidiaries (or, following the consummation of the Offer and the other transactions contemplated by this Agreement, that would limit the ability of Parent or any of its Subsidiaries) to use the Company Intellectual Property or to sell to or purchase from any Person or to hire any Person, (C) that contains any “most favored nation”, “right of first offer”, “right of first access”, “right of first look” or “right of first refusal” terms and conditions (including with respect to pricing) or otherwise contains any type of special discount rights granted by the Company or any of its Subsidiaries, or (D) that contains any exclusivity obligations or restrictions or otherwise limits the freedom or right of the Company or any of its Subsidiaries to sell, distribute, license or manufacture any products or services or any technology or other assets to or for any other Person; (1iii) No Seller is a party to any contractContract that prohibits the payment of dividends or distributions in respect of the capital stock of the Company or any of its Subsidiaries, purchase the pledging of the capital stock or sales orders out other equity interests of the Company or any of its Subsidiaries or prohibits the issuance of any guaranty by the Company or any of its Subsidiaries; (iv) each Contract for any joint venture, partnership, strategic alliance, collaboration, joint development, joint commercialization, material research or development project or similar arrangement, excluding, in each case, any material transfer agreements entered into in the Ordinary Course of Business; (v) any shareholders’, investor rights, registration rights, tax receivables or similar or related Contract or arrangement, or commitment any Contract or arrangement relating primarily to the conduct exercise of any voting rights in respect of securities of the Business or the ownership of the Acquired Assets or the Inventory that involves a dollar Company; (vi) any Contract relating to Indebtedness and having an outstanding principal amount in excess of $25,000300,000; (2vii) No Seller is any Contract entered into since January 1, 2022 that relates to the acquisition or disposition of any material business, a party to material amount of stock or assets of any employment contracts with Person or any Employeesreal property (whether by merger, sale of stock, sale of assets or otherwise); (3viii) No Seller is a party to any material contract with sales Contract that by its terms calls for or other agentsotherwise may require royalties, brokersmilestone payments or similar payments, franchiseesincluding upon the achievement of regulatory or commercial milestones, distributors by the Company or dealers relating primarily to the conduct any of the Business or the ownership of the Acquired Assets or the Inventoryits Subsidiaries under such Contract; (4ix) No Seller is a party any Contract pursuant to which the Company or any partnership of its Subsidiaries has continuing “earn-out” or joint venture agreementother contingent payment obligations, in each case that could result in payments in excess of $300,000; (5x) No Seller is any Contract that obligates the Company or any of its Subsidiaries to make any capital commitment, loan or similar expenditure; (xi) any Contract with any Governmental Entity; (xii) any Contract with a party Top Supplier or involved in the supply or manufacturing of any Product; (xiii) any Contract (1) that relates to the research, testing, clinical trial, development, commercialization, manufacture, marketing, importation, exportation, sale, distribution, supply or license of any Product, including Contracts with contract manufacturing organizations or contract research organizations, or (2) under which clinical, pre-clinical or non-clinical data relating to any Product is or may be generated, and in each case that is material lease to the Company’s business; (xiv) any Contract that requires a consent to or otherwise contains a provision relating to a “change in control,” or that would prevent, materially delay or impair the consummation of the transactions contemplated by this Agreement; (xv) each lease, sublease or other occupancy agreement under which the Company or use agreementsany of its Subsidiaries leases, oral subleases or written, nor has licenses any Seller granted any options, rights of first refusal real property (whether as lessor or security or other interests in or lessee); (xvi) each Contract (1) relating to the Acquired Assetsemployment of, the Inventory or the Businessperformance of services by, any Service Provider reasonably expected to receive payments in excess of $250,000 per annum, (2) the terms of which obligate or may in the future obligate the Company or any of its Subsidiaries to make any severance, termination or similar payment to any current or former employee in excess of $250,000 per annum, (3) pursuant to which the Company or any of its Subsidiaries may be obligated to make any bonus or similar payment to any current or former employee or director in excess of $100,000, or (4) that provides for indemnification (or reimbursement or advancement of legal fees or expenses) of any current or former officer, director or employee of the Company or any of its Subsidiaries; (6xvii) No Seller has any material agreements giving any party each Contract not otherwise disclosed pursuant to this ‎Section 2.16 requiring or otherwise involving the right to renegotiate potential payment by or require a reduction in price or refund of payments previously made in connection with the Business; (7) No Seller has any material agreements for the borrowing or lending of money with respect to the Business and none is a party to any; (8) No Seller has any material agreement for the sale of goods Company or services to any Governmental Authority; (9) No Seller has any agreement granting any Person a Lien or Encumbrance on any of its Subsidiaries of more than an aggregate of $300,000 per annum and that is not terminable without penalty by the Acquired Assets or the Inventory; (10) Except for the Purchased Contracts, no Seller is a party to or bound by any non-competition, secrecy or confidentiality agreement relating to the Business or the Acquired Assets Company or any other contract restricting of its right to conduct the Business at any time, in any manner or at any place in the world, or the expansion thereof to other geographical areas, customers, suppliers or lines of BusinessSubsidiaries on less than 90 days’ notice; and (11xviii) No Seller each IP Contract. Each contract of the type described in clauses ‎(i) through ‎(xviii) is referred to herein as a party to any material contract or arrangement that under circumstances now foreseeable is likely to have a “Material Adverse EffectContract.” (Ci) A true Each Material Contract is valid and correct copy binding on the Company and any of each Contract (orits Subsidiaries, where they are oralas applicable, complete and correct written summaries thereof) has been delivered to the Buyer prior to knowledge of the date hereof. To the best of Sellers' knowledgeCompany, each Contract other party thereto, and is now valid and in full force and effect. None effect and enforceable in accordance with its terms; (ii) the Company and each of the Sellers has breached or improperly terminated any such Contractits Subsidiaries, and neither the Sellers norand, to the Sellers' knowledgeknowledge of the Company, each other party thereto, has performed all material obligations required to be performed by it under each Material Contract; and (iii) there is no default or breach under any Material Contract by the Company or any of its Subsidiaries or, to the knowledge of the Company, any third other party is in default under any such Contractthereto, the effect of which would have a Material Adverse Effect. To the best of Sellers' knowledgeand no event or condition has occurred that constitutes, there exists no condition or event whichor, after notice or lapse of time or both, would constitute constitute, a default or breach on the part of the Company or any of its Subsidiaries or, to the knowledge of the Company, any other party thereto under any such breachMaterial Contract, termination nor has the Company or default the effect any of which would have a its Subsidiaries received any notice of any such default, event or condition. The Company has made available to Parent true and complete copies of all written Material Adverse Effect. Except as set forth on Schedule 4.4Contracts, each such ------------ Contract to be assigned to the Buyer pursuant to this Agreement either is assignable to the Buyer without the consent of the other parties thereto or, with respect to any which may not be so assigned without such consents, the required consents are set forth in Schedule 4.4. ------------ 4.16including all amendments thereto.

Contracts. to the Companies' Disclosure Schedule lists all contracts, agreements, guarantees, leases and executory commitments that exist as of the date hereof other than Plans (Aeach a "Contract") Schedule 4.15 is an accurate list and summary description of all ------------- material contracts and agreements to which any of the Sellers Companies is a party and relating primarily to the conduct which fall within any of the Business following categories: (including, without limitation, joint venture agreements, employment contracts, loan agreements, bonds, mortgages, Liens, Encumbrances, pledges or other security agreementsa) (collectively, the "Contracts"). (B) Except as set forth on Schedule 4.15 or contracts related solely ------------- to the Seller's paging business, with regard to the operation of the Business: (1) No Seller is a party to any contract, purchase or sales orders out of Contracts not entered into in the Ordinary Course of Business, or commitment relating primarily Business other than those that are not material to the conduct Businesses, (b) joint venture and partnership agreements, (c) Contracts containing covenants purporting to limit the freedom of any of the Business Companies to compete in any line of business in any geographic area or to hire any individual or group of individuals, (d) Contracts which after the ownership Closing Date would have the effect of limiting the freedom of the Acquired Assets Purchaser or the Inventory that involves a dollar amount its subsidiaries to compete in any line of business in any geographic area or to hire any individual or group of individuals, (e) Contracts which contain minimum purchase conditions in excess of $25,000; 1,000,000 with respect to inventory purchases for resale, and $500,000 in the case of everything else, or requirements or other terms that restrict or limit the purchasing relationships of any of the Companies, or any customer, licensee or lessee thereof, (2f) No Seller is a party Contracts relating to any employment contracts with any Employees; outstanding commitment for capital expenditures in excess of $250,000, (3g) No Seller is a party to any material contract with sales indentures, mortgages, promissory notes, loan agreements or guarantees of borrowed money in excess of $1,000,000, letters of credit or other agents, brokers, franchisees, distributors agreements or dealers relating primarily to the conduct instruments of any of the Business Companies or the ownership of the Acquired Assets or the Inventory; (4) No Seller is a party to any partnership or joint venture agreement; (5) No Seller is a party to any material lease or other occupancy or use agreements, oral or written, nor has any Seller granted any options, rights of first refusal or security or other interests in or relating to the Acquired Assets, the Inventory or the Business; (6) No Seller has any material agreements giving any party the right to renegotiate or require a reduction in price or refund of payments previously made in connection with the Business; (7) No Seller has any material agreements commitments for the borrowing or the lending of money amounts in excess of $1,000,000 by any of the Companies or providing for the creation of any charge, security interest, encumbrance or lien upon any of the assets of any of the Companies with an aggregate value in excess of $100,000, (h) Contracts providing for "earn-outs" or other contingent payments by any of the Companies involving more than $100,000 over the term of the Contract, and (i) Contracts with or for the benefit of any Affiliate of any of the Companies or immediate family member thereof (other than subsidiaries of the Company) involving more than $60,000 in the aggregate per Affiliate. All such Contracts and all contracts to which Companies is a party and which involve annual revenues to the Businesses of the Companies in excess of 2.5% of the Companies' consolidated annual revenues (each, a "Material Contract") are valid and binding obligations of one or more of the Companies and, to the knowledge of the Company and the Sellers, the valid and binding obligation of each other party thereto except such Contracts or Material Contracts which if not so valid and binding would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change with respect to the Business and none is Companies taken as a party to any; (8) No Seller has any material agreement for the sale of goods or services to any Governmental Authority; (9) No Seller has any agreement granting any Person a Lien or Encumbrance on whole. Neither any of the Acquired Assets or the Inventory; (10) Except for the Purchased Contracts, no Seller is a party to or bound by any non-competition, secrecy or confidentiality agreement relating to the Business or the Acquired Assets or any other contract restricting its right to conduct the Business at any time, in any manner or at any place in the world, or the expansion thereof to other geographical areas, customers, suppliers or lines of Business; and (11) No Seller is a party to any material contract or arrangement that under circumstances now foreseeable is likely to have a Material Adverse Effect. (C) A true and correct copy of each Contract (or, where they are oral, complete and correct written summaries thereof) has been delivered to the Buyer prior to the date hereof. To the best of Sellers' knowledge, each Contract is now valid and in full force and effect. None of the Sellers has breached or improperly terminated any such Contract, and neither the Sellers Companies nor, to the knowledge of the Company or the Sellers' knowledge, any third other party thereto is in violation of or in default in respect of, nor has there occurred an event or condition which with the passage of time or giving of notice (or both) would constitute a default under or permit the termination of, any such ContractContract or Material Contract except such violations or defaults under or terminations which, individually or in the effect of which aggregate, would have not reasonably be expected to result in a Material Adverse Effect. To the best of Sellers' knowledge, there exists no condition or event which, after notice or lapse of time or both, would constitute any such breach, termination or default the effect of which would have a Material Adverse Effect. Except as set forth on Schedule 4.4, each such ------------ Contract to be assigned to the Buyer pursuant to this Agreement either is assignable to the Buyer without the consent of the other parties thereto or, Change with respect to any which may not be so assigned without such consents, the required consents are set Companies taken as a whole. Set forth in Section 3.17(j) to the Companies' Disclosure Schedule 4.4. ------------ 4.16is a description of any material changes to the amount and terms of the indentures of any of the Companies from the descriptions thereof in the notes to the financial statements previously delivered to the Purchaser.

Contracts. (a) Section 2.14(a) of the Seller Disclosure Schedule sets forth a true, correct and complete list of the following Contracts of Seller in effect as of the date hereof (such Contracts, the "Material Contracts"): (i) any agreement (or group of related agreements) for the (A) Schedule 4.15 is purchase, lease or transfer of any real or personal property, Products, materials, supplies or services to Seller of an accurate list and summary description of all ------------- material contracts and agreements to which any of the Sellers is a party and relating primarily to the conduct of the Business (including, without limitation, joint venture agreements, employment contracts, loan agreements, bonds, mortgages, Liens, Encumbrances, pledges amount or other security agreements) (collectively, the "Contracts"). (B) Except as set forth on Schedule 4.15 or contracts related solely ------------- to the Seller's paging business, with regard to the operation of the Business: (1) No Seller is a party to any contract, purchase or sales orders out of the Ordinary Course of Business, or commitment relating primarily to the conduct of the Business or the ownership of the Acquired Assets or the Inventory that involves a dollar amount value in excess of $25,00015,000 or (B) sale, lease or other transfer of any real or personal property, Products, materials, supplies or services by Seller; (2ii) No Seller is a party to any employment contracts with any Employees; (3) No Seller is a party to any material contract with sales or other agents, brokers, franchisees, distributors or dealers relating primarily to the conduct of the Business or the ownership of the Acquired Assets or the Inventory; (4) No Seller is a party to any partnership or joint venture supply and/or sourcing agreement; (5iii) No Seller is any agreement concerning a party to partnership, joint development or joint venture with any material lease other person; (iv) any mortgages, indentures, loans or credit agreements, security agreements or other occupancy agreements or use agreements, oral or written, nor has any Seller granted any options, rights of first refusal or security or other interests in or instruments relating to the Acquired Assetsborrowing of money or extension of credit (including guarantees); (v) any agreement concerning confidentiality or any agreement, contract or commitment containing any covenant limiting the Inventory freedom of Seller to engage in any line of business or to compete with any person; (vi) any agreement involving any of the stockholders of Seller or their affiliates; (vii) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other plan or arrangement for the benefit of Seller's current or former directors, officers, Employees or consultants; (viii) any collective bargaining agreement; (ix) any Employment Agreement or consulting agreement, offer of employment, contract or commitment with an Employee or individual consultant or salesperson or consulting or sales agreement, contract or commitment with a firm or other organization; (x) any agreement under which Seller has advanced or loaned any amount to any of its directors, officers, or Employees other than business travel advances in the ordinary course of business consistent with past practice; (xi) any royalty agreement or any other agreement obligating payments by Seller in connection with the sale of Products or services by Seller, listing the parties thereto and the duration of and amount of such royalties or other payment; (xii) any volume purchase and master purchase agreements (A) where Seller is the purchaser of an amount or value in excess of $15,000 or (B) where Seller is required, obligated or entitled to make sales to any person; (xiii) any maintenance agreements of an amount or value in excess of $15,000; (xiv) any agreement providing for indemnification obligations by Seller with respect to the sale of Products or services of or otherwise related to the Business; (6xv) No Seller has any material agreements giving any party the right to renegotiate fidelity or require a reduction in price surety bond or refund of payments previously made in connection with the Businesscompletion bond; (7xvi) No Seller has any material agreements for the borrowing requirements Contract relating to obligations to purchase all or lending substantially all of money with respect any product as well as to the Business and none is a party to anysupply all or substantially all of any Product; (8) No Seller has xvii) any material agreement for agreement, Contract or commitment relating to capital expenditures or the sale acquisition by purchase or lease of goods fixed assets of an amount or services to any Governmental Authorityvalue in excess of $15,000; (9xviii) No Seller has any agreement granting any Person a Lien or Encumbrance on any that by its terms does not terminate prior to one (1) year after the date of the Acquired Assets or the Inventorythis Agreement; (10xix) Except any purchase order or Contract for the Purchased Contracts, no Seller is a party to purchase of materials of an amount or bound by any non-competition, secrecy value in excess of $1,500 individually or confidentiality agreement relating to the Business or the Acquired Assets or any other contract restricting its right to conduct the Business at any time, in any manner or at any place $3,000 in the worldaggregate; (xx) any construction contracts of an amount or value in excess of $5,000; (xxi) any distribution, joint marketing or the expansion thereof to other geographical areas, customers, suppliers or lines of Businessresearch and development agreement; and (11xxii) No Seller is a party any other agreement, Contract or commitment related to any material contract or arrangement that under circumstances now foreseeable is likely to have a Material Adverse Effectused in the Business not listed in (i) through (xxi) above. (Cb) A true Seller has delivered to Buyer a true, correct and correct complete copy of each written Contract listed in Section 2.14(a) of the Seller Disclosure Schedule and each other written Transferred Agreement and a written summary setting forth the terms and conditions of each oral agreement referred to in Section 2.14(a) of the Seller Disclosure Schedule and each other oral Transferred Agreement. Seller has in all respects (orexcept in immaterial respects) performed, where they are oralor is now performing, complete the obligations of, and correct written summaries thereofhas not breached, violated or defaulted under, or received notice that it has breached, violated or defaulted under, any of the terms or conditions of any Contract listed in Section 2.14(a) has been delivered to of the Buyer prior to Seller Disclosure Schedule or any other Transferred Agreement, and Seller is not aware of any event that would constitute such a breach, violation or default with the date hereoflapse of time, giving of notice or both. To the best of Sellers' knowledge, each Each Contract is now valid and in full force and effect. None effect and, except as otherwise disclosed in Section 2.14(b) of the Sellers has breached or improperly terminated Seller Disclosure Schedule, is not subject to any such Contract, default thereunder by any party obligated to Seller pursuant thereto. Each Contract is a valid and neither enforceable obligation against Seller and against the Sellers nor, to the Sellers' knowledge, any other party thereto in accordance with its terms. No third party is in default under has raised any such Contractclaim, the effect of which would have a Material Adverse Effect. To the best of Sellers' knowledge, there exists no condition dispute or event which, after notice or lapse of time or both, would constitute any such breach, termination or default the effect of which would have a Material Adverse Effect. Except as set forth on Schedule 4.4, each such ------------ Contract to be assigned to the Buyer pursuant to this Agreement either is assignable to the Buyer without the consent of the other parties thereto or, controversy with Seller with respect to any which may not be so assigned without of the Contracts, nor has Seller received written notice or warning of alleged nonperformance, delay in delivery or other noncompliance by Seller with respect to its obligations under any such consentsContracts. (c) Schedule 1.1(c) of the Seller Disclosure Schedule accurately lists all Transferred Agreements. The Transferred Agreements, together with any Contracts that are Excluded Assets, are all of the Contracts between any Seller and any third party related to, used in, or necessary for, the operation of the Business as currently conducted. Following the Closing Date, Buyer will be permitted to exercise all of the rights any Seller had under the Transferred Agreements without the payment of any additional amounts or consideration other than ongoing fees, royalties or payments which Seller would otherwise be required consents to pay had the transactions contemplated by this Agreement not occurred. (d) There are set forth in Schedule 4.4. ------------ 4.16no purchase orders for which advance payments have been made by the purchasers prior to delivery by Seller of the related Products or services or for which advance payment has been made and the related Products or services have not been provided.

Contracts. (Aa) Section 6.12(a) of the Disclosure Schedule 4.15 (with subparagraph references corresponding to those set forth below) contains a true and correct list of each of the following Contracts or other arrangements ("Material Contracts") (true and correct copies or, if no such copies are available, reasonably complete and accurate written descriptions of which, together with all amendments, modifications and supplements thereto and all waivers of any terms thereof, have been delivered to Purchaser prior to the execution of this Agreement), (x) with respect to the Business, (y) to which any of the Limited Companies is an accurate list and summary description of all ------------- material contracts and agreements a party or (z) to which any of the Sellers is a party and relating primarily to the conduct by which any of the Business (including, without limitation, joint venture agreements, employment contracts, loan agreements, bonds, mortgages, Liens, Encumbrances, pledges or other security agreements) (collectivelyTransferred Assets, the "Contracts"). (B) Except Limited Stock or the APX-Brazil Stock is bound, as set forth on Schedule 4.15 or contracts related solely ------------- to the Seller's paging business, with regard to the operation of the Businessapplicable: (1i) No Seller is (x) all Contracts (excluding Employee Benefit Plans) involving, individually, any payment obligation on the part of any of the Sellers or the Limited Companies of an amount exceeding $75,000 and providing for a party commitment of employment or consultation services for a specified or unspecified term to any contractemployee; and (y) any written or unwritten representations, purchase commitments, promises, communications or sales orders out courses of conduct (excluding Employee Benefit Arrangements, Employee Benefit Plans and Foreign Benefit Plans and not embodied in a Contract) involving an obligation of the Ordinary Course Sellers relating to the Business or any of Businessthe Limited Companies to make payments in any year, other than salary or incentive compensation payments in the ordinary course of business, to any Employee exceeding $75,000; (ii) all Contracts with any Person containing any provision or covenant that directly or indirectly prohibits or limits (x) the ability of the Sellers or any of the Limited Companies to engage in any business activity the same as or similar to, or commitment relating primarily to compete with any Person engaged in any business activity as are the conduct same as or similar to those of, the Business or the APX Continuing Business or (y) the ability of any Person to compete with the Sellers or any of the Limited Companies or to engage in any business activity the same as or similar to those of the Business or the ownership APX Continuing Business; (iii) all partnership, joint venture, shareholders' or other similar Contracts with any Person in connection with the Business or the APX Business; (iv) the form of all Contracts with independent contractors, distributors, dealers, manufacturer's representatives, sales agencies or franchisees; (v) all Contracts relating to (A) the future disposition or acquisition of any Transferred Assets, the Limited Stock or the APX-Brazil Stock, other than dispositions or acquisitions in the ordinary course of business consistent with past practice and in accordance with the terms of this Agreement, and (B) any Business Combination relating to the Assets, any of the Acquired Assets Limited Companies or the Inventory that involves a dollar amount APX-Brazil; (vi) all Contracts relating to Indebtedness in excess of $25,000250,000 or any guarantees of Indebtedness or other Liabilities of MSX or any Limited Company to any third Person; (2vii) No all material Contracts between or among any Limited Company, on the one hand, and either Seller, any officer, director, Affiliate or Associate of either Seller is a party to or any employment contracts with Associate of any Employeessuch officer, director or Affiliate, on the other hand; (3viii) No Seller is a party all other Contracts with respect to any material contract with sales or other agents, brokers, franchisees, distributors or dealers relating primarily to the conduct of the Business or the ownership Assets that involve the payment or potential payment, pursuant to the terms of the Acquired Assets or the Inventoryany such Contract, of more than $250,000; (4ix) No Seller is a party to any partnership all collective bargaining or joint venture agreementsimilar labor contracts; (5x) No Seller is a party list of the names of all employees, independent contractors or agents who are parties to any material lease or other occupancy or use agreements, oral or written, nor has any Seller granted any options, rights of first refusal or security or other interests in or relating MascoTech's Proprietary Confidential Information and Invention Assignment Agreement with respect to the Acquired Assets, the Inventory or the Business; (6xi) No Seller has any material agreements giving any party the right to renegotiate or require a reduction in price or refund of payments previously made in connection with the Business; (7) No Seller has any material agreements for the borrowing or lending of money with respect to the Business and none is a party to any; (8) No Seller has any material agreement for the sale of goods or services to any Governmental Authority; (9) No Seller has any agreement granting any Person a Lien or Encumbrance on any of the Acquired Assets or the Inventory; (10) Except for the Purchased Contracts, no Seller is a party to or bound by any non-competition, secrecy or confidentiality agreement all Contracts relating to the Business or the Acquired Assets or any other contract restricting its right to conduct the Business at any time, in any manner or at any place in the world, or the expansion thereof to other geographical areas, customers, suppliers or lines of BusinessIntellectual Property; and (11xii) No Seller is a party all Contracts relating to the APX Acquisition, the APX Business or APX Brazil other than any material contract Contracts or arrangement that under circumstances now foreseeable is likely other arrangements assumed by any of the Sellers pursuant to have a Material Adverse Effectthe APX Purchase Agreement. (Cb) A true and correct copy Each Contract required to be disclosed in Section 6.12(a) of each Contract (or, where they are oral, complete and correct written summaries thereof) has been delivered to the Buyer prior to the date hereof. To the best of Sellers' knowledge, each Contract Disclosure Schedule is now valid and in full force and effect. None effect and constitutes a legal, valid and binding agreement, enforceable in accordance with its terms of the Sellers has breached or improperly terminated any such Contractof the Limited Companies, as the case may be, and neither (to the knowledge of the Sellers) each other party thereto; and none of the Sellers or any of the Limited Companies, nor, to the Sellers' knowledgeknowledge of either Seller, any third other party is to such Contract is, or has received notice that it is, in violation or breach of or default under any such Contract, the effect of which would have a Material Adverse Effect. To the best of Sellers' knowledge, there exists no condition Contract (or event which, after with notice or lapse of time or both, would constitute be in violation or breach of or default under any such breach, termination or default the effect of which would have a Material Adverse Effect. Except as set forth on Schedule 4.4, each such ------------ Contract to be assigned to the Buyer pursuant to this Agreement either is assignable to the Buyer without the consent of the other parties thereto or, with respect to any which may not be so assigned without such consents, the required consents are set forth in Schedule 4.4. ------------ 4.16Contract).

Contracts. (A) Schedule 4.15 is an accurate list and summary description of all ------------- material contracts and agreements to which any of the Sellers is a party and relating primarily to the conduct of the Business (including, without limitation, joint venture agreements, employment contracts, loan agreements, bonds, mortgages, Liens, Encumbrances, pledges or other security agreements) (collectively, the "Contracts"). (Ba) Except as set forth on described in Holdings Disclosure Schedule 4.15 or contracts related solely ------------- to the Seller's paging business3.8(a), with regard to the operation of the Business: (1) No Seller is a party to any contract3.11, purchase or sales orders out of the Ordinary Course of Business3.13(a), or commitment relating primarily to the conduct of the Business or the ownership of the Acquired Assets or the Inventory that involves a dollar amount in excess of $25,000; (2) No Seller is a party to 3.15(a), neither Holdings nor any employment contracts with any Employees; (3) No Seller is a party to any material contract with sales or other agents, brokers, franchisees, distributors or dealers relating primarily to the conduct of the Business or the ownership of the Acquired Assets or the Inventory; (4) No Seller is a party to any partnership or joint venture agreement; (5) No Seller is a party to any material lease or other occupancy or use agreements, oral or written, nor has any Seller granted any options, rights of first refusal or security or other interests in or relating to the Acquired Assets, the Inventory or the Business; (6) No Seller has any material agreements giving any party the right to renegotiate or require a reduction in price or refund of payments previously made in connection with the Business; (7) No Seller has any material agreements for the borrowing or lending of money with respect to the Business and none is a party to any; (8) No Seller has any material agreement for the sale of goods or services to any Governmental Authority; (9) No Seller has any agreement granting any Person a Lien or Encumbrance on any of the Acquired Assets or the Inventory; (10) Except for the Purchased Contracts, no Seller Holdings Subsidiary is a party to or bound subject to: (i) Any employment, consulting, severance, “change-in-control,” or termination contract or arrangement with or for any officer, director, employee, independent contractor, agent, or other person; (ii) Any plan, arrangement or contract providing for bonuses, pensions, options, deferred compensation, retirement payments, profit sharing, or similar arrangements for or with any officer, director, employee, independent contractor, agent, or other person; (iii) Any collective bargaining agreement with any labor union relating to employees; (iv) Any agreement which by its terms limits the payment of dividends by Holdings or any non-competitionHoldings Subsidiary; (v) Except in the ordinary course of business, secrecy any material instrument evidencing or confidentiality agreement related to indebtedness for borrowed money, whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which Holdings or any Holdings Subsidiary is an obligor to any person, other than deposits, repurchase agreements, bankers acceptances and “treasury tax and loan” accounts established in the ordinary course of business, instruments relating to transactions entered into in the customary course of the banking business of WSB, and transactions in “federal funds,” or that contains financial covenants or other restrictions, other than those relating to the Business payment of principal and interest when due, which would be applicable on or after the Acquired Assets Effective Time; (vi) Any contract, other than this Agreement, which restricts or prohibits Holdings or any other contract restricting its right to conduct the Business at any time, Holdings Subsidiary from engaging in any manner type of business permissible under applicable Law; (vii) Any contract, plan or at arrangement that provides for payments or benefits in certain circumstances that, together with other payments or benefits payable to any place participant therein or party thereto, might render any portion of any such payments or benefits subject to disallowance of deduction therefor as a result of the application of Section 280G of the IRC; (viii) Any contract involving Intellectual Property (other than contracts entered into in the world, or the expansion thereof to other geographical areas, customers, suppliers or lines of Business; andordinary course with customers and “shrink wrap” software licenses); (11ix) No Seller is a party to Except in the ordinary course of business, any material lease for real property; (x) Any contract or arrangement that with any broker-dealer or investment adviser; (xi) Any investment advisory contract with any investment company registered under circumstances now foreseeable is likely to have a Material Adverse Effectthe Investment Company Act of 1940; (xii) Any contract or arrangement with, or membership in, any local clearing house or self-regulatory organization; or (xiii) Any contract in which Holdings or any Holdings Subsidiary has liability of over $100,000. (Cb) A true All the contracts, plans, arrangements and correct copy of each Contract (orinstruments listed in Holdings Disclosure Schedule 3.8(a), where they 3.11, 3.13(a), or 3.15(a) are oral, complete and correct written summaries thereof) has been delivered to the Buyer prior to the date hereof. To the best of Sellers' knowledge, each Contract is now valid and in full force and effect. None of effect on the Sellers has breached or improperly terminated any such Contractdate hereof, and neither the Sellers Holdings, any Holdings Subsidiary nor, to the Sellers' knowledgeKnowledge of Holdings, any third other party to any such contract, plan, arrangement or instrument, has breached any provision of, or is in default under any term of, any such Contractcontract, plan, arrangement or instrument and no party to any such contract, plan, arrangement or instrument will have the effect right to terminate any or all of which would have the provisions thereof as a result of the Contemplated Transactions, except where such breach, default or termination is not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect. To the best of Sellers' knowledge, there exists no condition or event which, after notice or lapse of time or both, would constitute any such breach, termination or default the effect of which would have a Material Adverse Effect. Except as set forth Effect on Schedule 4.4, each such ------------ Contract to be assigned to the Buyer pursuant to this Agreement either is assignable to the Buyer without the consent of the other parties thereto or, with respect to any which may not be so assigned without such consents, the required consents are set forth in Schedule 4.4. ------------ 4.16Holdings.

Contracts. (Aa) Schedule 4.15 SECTION 2.16(a) OF THE DISCLOSURE SCHEDULE (with paragraph references corresponding to those set forth below) contains a true and complete list of each of the following Contracts or other arrangements (true and complete copies or, if none, reasonably complete and accurate written descriptions of which, together with all amendments and supplements thereto and all waivers of any terms thereof, have been delivered to Purchaser prior to the execution of this Agreement) to which Seller is an accurate list and summary description of all ------------- material contracts and agreements to a party or by which any of the Sellers Assets is bound: (A) all Contracts (excluding Benefit Plans) providing for a party and commitment of employment or consultation services for a specified or unspecified term to, or otherwise relating primarily to employment or the conduct termination of the Business (includingemployment of, without limitation, joint venture agreements, employment contracts, loan agreements, bonds, mortgages, Liens, Encumbrances, pledges or other security agreements) (collectivelyany Employee, the "Contracts"). name, position and rate of compensation of each Employee party to such a Contract and the expiration date of each such Contract; and (B) Except as set forth on Schedule 4.15 any written or contracts related solely ------------- unwritten representations, commitments, promises, communications or courses of conduct (excluding Benefit Plans and any such Contracts referred to in clause (A)) involving an obligation of Seller to make payments in any year, other than with respect to salary or incentive compensation payments in the Seller's paging ordinary course of business, with regard to any Employee exceeding $25,000 or any group of Employees exceeding $100,000 in the operation of the Business:aggregate; (1ii) No all Contracts with any Person containing any provision or covenant prohibiting or limiting the ability of Seller is a party to engage in any contract, purchase business activity or sales orders out of the Ordinary Course of Business, or commitment relating primarily to the conduct of compete with any Person in connection with the Business or , except as provided in SECTION 4.11, prohibiting or limiting the ownership ability of the Acquired Assets or the Inventory that involves a dollar amount in excess of $25,000; (2) No any Person to compete with Seller is a party to any employment contracts with any Employees; (3) No Seller is a party to any material contract with sales or other agents, brokers, franchisees, distributors or dealers relating primarily to the conduct of the Business or the ownership of the Acquired Assets or the Inventory; (4) No Seller is a party to any partnership or joint venture agreement; (5) No Seller is a party to any material lease or other occupancy or use agreements, oral or written, nor has any Seller granted any options, rights of first refusal or security or other interests in or relating to the Acquired Assets, the Inventory or the Business; (6) No Seller has any material agreements giving any party the right to renegotiate or require a reduction in price or refund of payments previously made in connection with the Business; (7iii) No all partnership, joint venture, shareholders' or other similar Contracts with any Person in connection with the Business; (iv) all Contracts with distributors, dealers, manufacturer's representatives, sales agencies or franchises with whom Seller has or Los Pueblos deals in connection with the Business; (v) all Contracts relating to the future disposition or acquisition of any material agreements for Assets, other than dispositions or acquisitions of Inventory in the borrowing ordinary course of business consistent with past practice; (vi) all collective bargaining or lending of money similar labor Contracts covering any Employee; and (vii) all other Contracts (other than Benefit Plans, the Real Property Leases and insurance policies listed in SECTION 2.18 OF THE DISCLOSURE SCHEDULE) with respect to the Business and none is a party to any; that (8) No Seller has any material agreement for A) involve the sale of goods payment or services to any Governmental Authority; (9) No Seller has any agreement granting any Person a Lien or Encumbrance on any of the Acquired Assets or the Inventory; (10) Except for the Purchased Contractspotential payment, no Seller is a party to or bound by any non-competition, secrecy or confidentiality agreement relating pursuant to the Business or the Acquired Assets or any other contract restricting its right to conduct the Business at any time, in any manner or at any place in the world, or the expansion thereof to other geographical areas, customers, suppliers or lines terms of Business; and (11) No Seller is a party to any material contract or arrangement that under circumstances now foreseeable is likely to have a Material Adverse Effect. (C) A true and correct copy of each Contract (or, where they are oral, complete and correct written summaries thereof) has been delivered to the Buyer prior to the date hereof. To the best of Sellers' knowledge, each Contract is now valid and in full force and effect. None of the Sellers has breached or improperly terminated any such Contract, and neither the Sellers nor, by or to the Sellers' knowledge, any third party is in default under any such Contract, the effect Seller of which would have a Material Adverse Effect. To the best of Sellers' knowledge, there exists no condition or event which, after notice or lapse of time or both, would constitute any such breach, termination or default the effect of which would have a Material Adverse Effect. Except as set forth on Schedule 4.4, each such ------------ Contract to be assigned to the Buyer pursuant to this Agreement either is assignable to the Buyer without the consent of the other parties thereto or, with respect to any which may not be so assigned without such consents, the required consents are set forth in Schedule 4.4. ------------ 4.16more than $100,000 annually and

Contracts. (a) Section 4.11(a) of the Seller’s Disclosure Schedule sets forth a complete and accurate list of all of the following Contracts to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of its or their assets are subject: (i) Contracts for the purchase or lease of materials, supplies, goods, services, equipment or other assets requiring aggregate payments in excess of $100,000; (ii) Contracts for the sale by the Company or any of its Subsidiaries of materials, supplies, goods, services, equipment or other assets (other than coal) having a value in excess of $50,000; (iii) Contracts requiring the Company or any of its Subsidiaries to purchase its total requirements of any product or service from a Third Party or that contain “take or pay” or other minimum purchase requirements provisions; (iv) Contracts for the purchase, sale or transport of coal (collectively, the “Coal Supply Agreements”); (v) Contracts with coal brokers for the sale of coal; (vi) Contracts to supply or provide contract mining services and any other Contracts with coal mine operators or their Affiliates, directors, managers, officers, stockholders or partners; (vii) partnership, joint venture or similar Contracts; (viii) employment, severance, stay, bonus, termination, change in control, consulting or similar Contracts; (ix) Contracts containing covenants not to compete or other covenants restricting or purporting to restrict the right of the Company or any of its Subsidiaries or Affiliates to engage in any line of business, acquire any property, develop or distribute any product, provide any service (including geographic restrictions) or to compete with any Person, or granting any exclusive distribution rights, in any market, field or territory; (x) Contracts with the Seller or any Affiliate of the Seller, the Company or any of its Subsidiaries, other than Coal Supply Agreements; (xi) Notes, debentures, bonds, equipment trusts, letters of credit, loans or other Contracts for or evidencing Indebtedness or the lending of money including Bonds; (xii) Contracts (including keepwell agreements) under which (A) Schedule 4.15 is an accurate list and summary description any Person has directly or indirectly guaranteed Indebtedness or other Liabilities of all ------------- material contracts and agreements to which the Company or any of its Subsidiaries or (B) the Sellers Company or any of its Subsidiaries has directly or indirectly guaranteed Indebtedness or other Liabilities of any Third Party (in each case other than endorsements for the purpose of collection in the ordinary course of business consistent with past practice); (xiii) Contracts under which the Company or any of its Subsidiaries has, directly or indirectly, made any advance, loan, extension of credit or capital contribution to, or other investment in, any Third Party; (xiv) Contracts under which there is a party and relating primarily continuing obligation to pay any “earn out” payment or deferred or contingent purchase price or any similar payment respecting the purchase of any business or assets; (xv) Contracts that are material to the conduct of the Business business of the Company or its Subsidiaries as currently conducted (includingi) under which any Company Intellectual Property is licensed to any Third Party, without limitationor (ii) that constitute Intellectual Property licensed by the Company or its Subsidiaries (excluding generally-commercially‑available off‑the‑shelf software programs that in each case has incurred license fees of less than $2,500), joint venture agreementsidentifying in each case whether such license is exclusive or non‑exclusive; (xvi) Contracts with any Governmental Entity with a value in excess of $50,000, employment contracts, loan agreements, bonds, mortgages, Liens, Encumbrances, pledges or other security agreementsthan Permits; (xvii) (collectivelyContracts other than the Leases, the "Contractor Mining Agreements or the Lafayette Agreements which require payment by the Company or its Subsidiaries of any royalties; and (xviii) Contracts that are otherwise material to the Mining Operations and not previously disclosed pursuant to this Section 4.11. The Contracts required to be listed on Section 4.11(a) of the Seller’s Disclosure Schedule are collectively referred to herein as the “Company Contracts").” The Seller has made available complete and accurate copies of each Company Contract (including all material amendments, modifications, extensions and renewals thereof and related notices relating thereto) to the Purchaser. (Bb) Except as set forth on Schedule 4.15 or contracts related solely ------------- to Section 4.11(b) of the Seller's paging business’s Disclosure Schedule, with regard to the operation of the Business: (1i) No Seller is a party to any contract, purchase or sales orders out of the Ordinary Course of Business, or commitment relating primarily to the conduct of the Business or the ownership of the Acquired Assets or the Inventory that involves a dollar amount in excess of $25,000; (2) No Seller is a party to any employment contracts with any Employees; (3) No Seller is a party to any material contract with sales or other agents, brokers, franchisees, distributors or dealers relating primarily to the conduct of the Business or the ownership of the Acquired Assets or the Inventory; (4) No Seller is a party to any partnership or joint venture agreement; (5) No Seller is a party to any material lease or other occupancy or use agreements, oral or written, nor has any Seller granted any options, rights of first refusal or security or other interests in or relating to the Acquired Assets, the Inventory or the Business; (6) No Seller has any material agreements giving any party the right to renegotiate or require a reduction in price or refund of payments previously made in connection with the Business; (7) No Seller has any material agreements for the borrowing or lending of money with respect to the Business and none is a party to any; (8) No Seller has any material agreement for the sale of goods or services to any Governmental Authority; (9) No Seller has any agreement granting any Person a Lien or Encumbrance on any of the Acquired Assets or the Inventory; (10) Except for the Purchased Contracts, no Seller is a party to or bound by any non-competition, secrecy or confidentiality agreement relating to the Business or the Acquired Assets or any other contract restricting its right to conduct the Business at any time, in any manner or at any place in the world, or the expansion thereof to other geographical areas, customers, suppliers or lines of Business; and (11) No Seller is a party to any material contract or arrangement that under circumstances now foreseeable is likely to have a Material Adverse Effect. (C) A true and correct copy of each Contract (or, where they are oral, complete and correct written summaries thereof) has been delivered to the Buyer prior to the date hereof. To the best of Sellers' knowledge, each Company Contract is now valid and in full force and effect. None effect and valid and enforceable in accordance with its terms, (ii) each of the Sellers has breached Company and its Subsidiaries and, to the Knowledge of the Seller, all other parties thereto have complied with and are in compliance with the provisions of each Company Contract in all material respects, (iii) neither the Company nor any of its Subsidiaries is, nor to the Knowledge of the Seller, any other party thereto is, in material default in the performance, observance or improperly terminated fulfillment of any such obligation, covenant, condition or other term contained in any Company Contract, and neither the Sellers norCompany nor any of its Subsidiaries has given or received notice to or from any Person relating to any such alleged or potential default that has not been cured, and (iv) the Company Contracts are all of the Contracts that are material to or necessary for the conduct of the Company’s and its Subsidiaries’ businesses or the Mining Operations. (c) Except as disclosed in Section 4.11(c) of the Seller’s Disclosure Schedule: (i) neither the Company nor any of its Subsidiaries has received written notice from any party to a Coal Supply Agreement threatening to suspend shipments under such Coal Supply Agreement due to an alleged breach by the Company or any of its Subsidiaries of such Coal Supply Agreement; (ii) there have been no whole or partial assignments or other transfers of any of the Coal Supply Agreements or of any interest therein by the Company or any of its Subsidiaries; (iii) none of the parties to any of the Coal Supply Agreements has made any written claim to the Company or any of its Subsidiaries, either by contractually-required notice or otherwise, of the existence of any force majeure events, which materially affect or could materially affect future deliveries under such Coal Supply Agreement; (iv) no written claims have been made or, to the Sellers' knowledgeKnowledge of the Seller, any third party is in default threatened under any economic hardship or similar provisions of any of the Coal Supply Agreements; (v) there have been no written demands by any of the parties to any of the Coal Supply Agreements for adequate assurance of performance, whether made pursuant to the terms of the Coal Supply Agreements or pursuant to statutory or common law; (vi) there are no pending or, to the Knowledge of the Seller, threatened material pricing disputes under the Coal Supply Agreements; (vii) no party to any of the Coal Supply Agreements has currently suspended or, to the Knowledge of the Seller, threatened to suspend its performance of the terms and conditions of the applicable Coal Supply Agreement either under the terms of such ContractCoal Supply Agreement or otherwise; (viii) none of the customers or sellers under any of the Coal Supply Agreements has sought to renegotiate, alter or terminate any of the terms of the Coal Supply Agreements by any means, including, but not limited to, litigation, arbitration, renegotiation under the terms of the Coal Supply Agreements or renegotiation outside of the terms of the Coal Supply Agreements; and (ix) neither the Company nor any of its Subsidiaries is obligated to deliver any quantities of coal under any Coal Supply Agreement, the effect of consideration for which would have a Material Adverse Effect. To the best of Sellers' knowledge, there exists no condition or event which, after notice or lapse of time or both, would constitute any such breach, termination or default the effect of which would have a Material Adverse Effect. Except as set forth on Schedule 4.4, each such ------------ Contract to be assigned to the Buyer pursuant to this Agreement either is assignable to the Buyer without the consent of the other parties thereto or, with respect to any which may not be so assigned without such consents, the required consents are set forth in Schedule 4.4. ------------ 4.16has been pre-paid.

Contracts. (a) Section 3.11(a) of the Merger Partner Disclosure Schedule lists the following Contracts of Merger Partner in effect as of the date of this Agreement (in each case, excluding Excluded Contracts): (i) any Contract (or group of related Contracts) for the purchase or sale of products or for the furnishing or receipt of services (A) Schedule 4.15 is an accurate list and summary description which expressly requires aggregate payments by or to Merger Partner of all ------------- material contracts and agreements to which any of the Sellers is a party and relating primarily to the conduct of the Business (including, without limitation, joint venture agreements, employment contracts, loan agreements, bonds, mortgages, Liens, Encumbrances, pledges more than $200,000 or other security agreements) (collectively, the "Contracts"). (B) Except as set forth on Schedule 4.15 in which Merger Partner has granted manufacturing rights, “most favored nation” pricing provisions or contracts related solely ------------- marketing or distribution rights relating to the Seller's paging businessany products or territory, or has agreed to purchase goods or services exclusively from a particular party or to a right of first offer, right of first refusal, right of first negotiation in favor of any third party; (ii) any Contract under which ▇▇▇▇▇▇ Partner has granted to a third party a license under, or option or covenant not to sue with regard to the operation respect to, any Merger Partner Intellectual Property; (iii) any Contract under which Merger Partner is 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, in any geographic area, during any period of time or any segment of the Business:market or line of business; (1iv) No Seller is a party to any contract(A) employment Contract (excluding offer letters for at-will employment that do not provide for severance or for advance notice of termination or for any change of control, purchase transaction, retention or sales orders out other special remuneration) that provides for base salary and target bonus, when taken together, of the Ordinary Course of Business, at least $200,000 and (B) individual independent contractor or commitment relating primarily to the conduct of the Business or the ownership of the Acquired Assets or the Inventory consulting Contract that involves a dollar amount or could involve payments in excess of $25,000150,000 within any twelve (12) month period; (2v) No Seller is a party to any employment contracts with any EmployeesContract, plan, policy or program providing for severance, termination compensation, retention or stay pay, change in control payments or transaction-based bonuses; (3vi) No Seller any settlement Contract or settlement-related Contract (including any Contract in connection with which any employment-related claim is a party to settled) under which either side has remaining financial obligations; (vii) any material contract with sales dealer, distribution, joint marketing, joint venture, joint development, partnership, strategic alliance, collaboration, development agreement or other agents, brokers, franchisees, distributors or dealers relating primarily to outsourcing arrangement; (viii) any Contract for the conduct of the Business research studies, pre-clinical or the ownership clinical studies, manufacturing, distribution, supply, marketing or co-promotion of the Acquired Assets any products in development by or the Inventory; (4) No Seller which has been or which is a party to any partnership being marketed, distributed, supported, sold or joint venture agreement; (5) No Seller is a party to any material lease or other occupancy or use agreements, oral or written, nor has any Seller granted any options, rights of first refusal or security or other interests in or relating to the Acquired Assets, the Inventory or the Business; (6) No Seller has any material agreements giving any party the right to renegotiate or require a reduction in price or refund of payments previously made in connection with the Business; (7) No Seller has any material agreements for the borrowing or lending of money with respect to the Business and none is a party to any; (8) No Seller has any material agreement for the sale of goods or services to any Governmental Authority; (9) No Seller has any agreement granting any Person a Lien or Encumbrance on any of the Acquired Assets or the Inventory; (10) Except for the Purchased Contracts, no Seller is a party to or bound by any non-competition, secrecy or confidentiality agreement relating to the Business or the Acquired Assets or any other contract restricting its right to conduct the Business at any timelicensed out, in any manner each case by or at any place in the world, or the expansion thereof to other geographical areas, customers, suppliers or lines on behalf of BusinessMerger Partner; and (11ix) No Seller is a party any Contract that involved or would reasonably be expected to result in (A) the grant or transfer to any third party of any new license or other interest under, the abandonment, assignment to any third party, or modification or loss of any right with respect to, or the creation of any Lien (excluding a Permitted Lien) on any Merger Partner Intellectual Property, (B) the grant or transfer to any third party of any license or other interest under, or any covenant not to sue with respect to, any Public Company Intellectual Property; or (C) Merger Partner, Public Company or any of their respective Affiliates being obligated to pay any penalty or new or increased royalty or fee to any individual or entity under any agreement governing any Merger Partner Intellectual Property. (b) Merger Partner has made available to Public Company a complete and accurate copy of each Contract listed in Sections 3.10(a), 3.10(g), 3.10(h), and 3.11(a) of the Merger Partner Disclosure Schedule. With respect to each Contract so listed or that should be listed: (i) the Contract is legal, valid, binding and enforceable and in full force and effect against Merger Partner, as applicable, and, to the knowledge of Merger Partner, against each other party thereto, as applicable, subject to the Bankruptcy and Equity Exception; and (ii) none of Merger Partner, nor, to the knowledge of Merger Partner, any other party, is in material contract breach or arrangement that violation of, or default under, any such Contract, and no event has occurred, is pending or, to the knowledge of Merger Partner, is threatened, which, with or without notice or lapse of time, or both, would constitute a material breach or default by ▇▇▇▇▇▇ Partner or, to the knowledge of Merger Partner, any other party under circumstances now foreseeable is such Contract, except for such breaches, violations or defaults that, individually or in the aggregate, have not had, and are not reasonably likely to have have, a Merger Partner Material Adverse Effect. (Cc) A true and correct copy For purposes of each Contract (or, where they are oral, complete and correct written summaries thereof) has been delivered to the Buyer prior to the date hereof. To the best of Sellers' knowledge, each Contract is now valid and in full force and effect. None of the Sellers has breached or improperly terminated any such Contract, and neither the Sellers nor, to the Sellers' knowledge, any third party is in default under any such Contractthis Agreement, the effect of which would have a Material Adverse Effect. To the best of Sellers' knowledge, there exists no condition or event which, after notice or lapse of time or both, would constitute any such breach, termination or default the effect of which would have a Material Adverse Effect. Except as set forth on Schedule 4.4, each such ------------ Contract to be assigned to the Buyer pursuant to this Agreement either is assignable to the Buyer without the consent of the other parties thereto orterm “Contract” shall mean, with respect to any Person, any written, oral or other agreement, contract, subcontract, lease (whether for real or personal property), mortgage, understanding, arrangement, instrument, note, option, warranty, license, sublicense, insurance policy, benefit plan or commitment or undertaking of any nature to which may not be so assigned without such consents, the required consents Person is a party or by which such Person or any of its assets are set forth in Schedule 4.4. ------------ 4.16bound under applicable Law.

Contracts. (Aa) Schedule 4.15 is an accurate Section 4.14 of the Company Disclosure Letter sets forth a list and summary description of all ------------- material contracts and agreements of the following Contracts to which the Company or any of the Sellers its Subsidiaries is a party or is bound by and relating primarily to the conduct that remain in effect as of the Business (including, without limitation, joint venture agreements, employment contracts, loan agreements, bonds, mortgages, Liens, Encumbrances, pledges or other security agreements) date hereof (collectively, the "MATERIAL CONTRACTS"): (i) any Advisory Contract or Strategic Financing Agreement; (ii) any Contract relating to (x) the engagement of any financial institution (other than with any rating agency, trustee or routine service provider) in respect of engagements not yet completed or (y) the warehousing of securities, in each case, in connection with the formation or offering of any securities of any CDO the closing of which has not yet occurred under which it is reasonably likely that the Company or any of its Subsidiaries has any continuing material obligations; (iii) any Contract for the purchase of any data, assets, material or equipment, other than any such Contract entered into in the ordinary course of business or in an amount not exceeding $250,000 annually; (iv) any other Contract under which the Company and its Subsidiaries have paid or are required to pay in excess of $250,000 annually; (v) any Contract for the sale of all or any material assets of the Company or any of its Subsidiaries other than in the ordinary course of business; (vi) any Contract relating to the acquisition (by merger, purchase of stock or assets or otherwise) by the Company or any of its Subsidiaries of any operating business or material assets or the capital stock or other equity interests of any other Person; (vii) any partnership, strategic alliance, sharing of profits or joint venture agreements or other similar Contracts"; (viii) any Contracts containing covenants of the Company or any of its Subsidiaries 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 or any of its Subsidiaries in any line of business or in any geographical area; (ix) any Contract relating to Debt of the Company or any of its Subsidiaries; (x) any Contracts, excluding any Benefit Plan, with any (A) current officer, director, stockholder or Affiliate of the Company or any of its Subsidiaries or (B) any former officer, director, stockholder or Affiliate of the Company or any of its Subsidiaries pursuant to which the Company or any of its Subsidiaries has any material continuing obligations thereunder; (xi) any Contracts with any labor union or association representing any Employee of the Company or any of its Subsidiaries; (xii) any Contracts imposing a Lien (other than Permitted Liens) on any of the assets of the Company or any of its Subsidiaries; (xiii) any Contracts, excluding any Benefit Plan, under which the Company or any of its Subsidiaries has made advances or loans to any other Person; (xiv) any outstanding Contracts of guaranty, direct or indirect, by the Company or any of its Subsidiaries under which the Company or any of its Subsidiaries may be required to pay in excess of $250,000; or (xv) any Contracts with any investment or research consultant, solicitor or sales agent, or otherwise with respect to the referral of business to either of the Company or any of its Subsidiaries (including any agreement with respect to solicitation of prospective investors in any CDOs or Hedge Funds). (Bb) Except as set forth on Schedule 4.15 would not have a Company Material Adverse Effect or contracts related solely ------------- to the Seller's paging business, with regard to the operation as disclosed in Section 4.14(b) of the Business:Company Disclosure Letter, (i) each Material Contract, assuming such Material Contract has been duly authorized, executed and delivered by the other parties thereto, constitutes the legal, valid and binding obligation of the Company or the applicable Subsidiary of the Company, enforceable against the Company or the applicable Subsidiary of the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws, laws of general applicability relating to or affecting creditors' rights and to general equity principles and (ii) neither the Company nor any of the Subsidiaries has received written notice of any uncured or unwaived material default by the Company or any of the Subsidiaries. (1c) No Seller Nothing in this Section 4.14 is a party intended to address any contract, purchase or sales orders out of the Ordinary Course of Business, or commitment relating primarily to the conduct of the Business or the ownership of the Acquired Assets or the Inventory that involves a dollar amount in excess of $25,000; (2) No Seller is a party to any employment contracts with any Employees; (3) No Seller is a party to any material contract with sales or other agents, brokers, franchisees, distributors or dealers relating primarily to the conduct of the Business or the ownership of the Acquired Assets or the Inventory; (4) No Seller is a party to any partnership or joint venture agreement; (5) No Seller is a party to any material lease or other occupancy or use agreements, oral or written, nor has any Seller granted any options, rights of first refusal or security or other interests in or relating to the Acquired Assets, the Inventory or the Business; (6) No Seller has any material agreements giving any party the right to renegotiate or require a reduction in price or refund of payments previously made in connection with the Business; (7) No Seller has any material agreements for the borrowing or lending of money matters with respect to the Business and none is a party to any; (8) No Seller has any material agreement for the sale of goods Buyer or services to any Governmental Authority; (9) No Seller has any agreement granting any Person a Lien or Encumbrance on any of the Acquired Assets or the Inventory; (10) Except for the Purchased Contracts, no Seller is a party to or bound by any non-competition, secrecy or confidentiality agreement relating to the Business or the Acquired Assets or any other contract restricting its right to conduct the Business at any time, in any manner or at any place in the world, or the expansion thereof to other geographical areas, customers, suppliers or lines of Business; and (11) No Seller is a party to any material contract or arrangement that under circumstances now foreseeable is likely to have a Material Adverse EffectSubsidiaries. (C) A true and correct copy of each Contract (or, where they are oral, complete and correct written summaries thereof) has been delivered to the Buyer prior to the date hereof. To the best of Sellers' knowledge, each Contract is now valid and in full force and effect. None of the Sellers has breached or improperly terminated any such Contract, and neither the Sellers nor, to the Sellers' knowledge, any third party is in default under any such Contract, the effect of which would have a Material Adverse Effect. To the best of Sellers' knowledge, there exists no condition or event which, after notice or lapse of time or both, would constitute any such breach, termination or default the effect of which would have a Material Adverse Effect. Except as set forth on Schedule 4.4, each such ------------ Contract to be assigned to the Buyer pursuant to this Agreement either is assignable to the Buyer without the consent of the other parties thereto or, with respect to any which may not be so assigned without such consents, the required consents are set forth in Schedule 4.4. ------------ 4.16

Contracts. (A) Schedule 4.15 is an accurate list and summary description of all ------------- material contracts and agreements to which any of the Sellers is a party and relating primarily to the conduct of the Business (including, without limitation, joint venture agreements, employment Except for contracts, loan agreementscommitments, bondsplans, mortgages, Liens, Encumbrances, pledges or other security agreements) agreements and licenses set forth on Schedule 4.12 (collectively, the "Contracts"). ) (B) Except as set forth on Schedule 4.15 or contracts related solely ------------- true and complete copies of which have been made available to the Seller's paging businessCompany), with regard Sovereign is not a party to the operation of the Businessor subject to: (1a) No Seller is a party to any contractplan or contract providing for bonuses, purchase pensions, options, stock (or sales orders out of the Ordinary Course of Businessbeneficial interest) purchases (or other securities or phantom equity purchases), deferred compensation, retirement payments, profit sharing, or commitment relating primarily to the conduct of the Business or the ownership of the Acquired Assets or the Inventory that involves a dollar amount in excess of $25,000like; (2b) No Seller is a party to any employment contract or contract for services which is not terminable at will by Sovereign without liability for any penalty or severance payment (except for regular payments in arrears for services rendered under contracts with any Employeeswhich require payment for services rendered to the date of such termination); (3c) No Seller is a party to any contract or agreement for the purchase of any assets, material contract with sales or other agents, brokers, franchisees, distributors or dealers relating primarily to equipment except purchase orders in the conduct ordinary course of the Business or the ownership of the Acquired Assets or the Inventorybusiness exceeding Two Hundred Fifty Thousand Dollars ($250,000) each; (4d) No Seller is a party any other contracts or agreements creating any obligations of Sovereign of Two Hundred Fifty Thousand Dollars ($250,000) or more with respect to any partnership such contract or joint venture agreement, except such contracts or agreements entered into in the ordinary course of business; (5e) No Seller is a party to any material lease contract or other occupancy or use agreements, oral or written, nor has any Seller granted any options, rights of first refusal or security or other interests in or relating to the Acquired Assets, the Inventory or the Business; (6) No Seller has any material agreements giving any party the right to renegotiate or require a reduction in price or refund of payments previously agreement not made in connection with the Business; ordinary course of business (7) No Seller has including, without limitation, any material agreements for the borrowing or lending of money with respect to the Business and none is a party to any; (8) No Seller has any material agreement contract for the sale of goods all or services to any Governmental Authoritymaterial portion of the assets of Sovereign or any contract for the purchase of all or any material portion of the assets of any other entity); (9f) No Seller has any agreement granting contract or arrangement with any Person a Lien solicitor or Encumbrance on any of the Acquired Assets or the Inventorysales agent; (10g) Except for the Purchased Contracts, no Seller is a party to or bound by any non-competition, secrecy or confidentiality agreement relating to the Business or the Acquired Assets or any other contract restricting its right to conduct the Business at any time, in any manner or at any place in the world, or the expansion thereof to other geographical areas, customers, suppliers or lines of Business; and (11) No Seller is a party to any material contract or arrangement that under circumstances now foreseeable is likely containing covenants limiting the freedom of Sovereign to have a Material Adverse Effect.compete in any line of business or with any person or entity; (Ch) A true any license agreement (as licensor or licensee); or (i) any agreement creating any obligations (i) for borrowed money, (ii) evidenced by bonds, debentures, notes or similar instruments, (iii) to pay the deferred purchase price of property or services, (iv) under leases that would, in accordance with GAAP, appear on the balance sheet of the lessee as a liability, (v) secured by a lien, (vi) in respect of letters of credit, or bankers acceptances, contingent or otherwise, or (vii) in respect of any guaranty or endorsement or other obligations to be liable for the debts of another person or entity. Each of the Contracts is valid, binding and correct copy of each Contract (orenforceable against Sovereign, where they are oraland, complete and correct written summaries thereof) has been delivered to the Buyer prior to the date hereof. To the best knowledge of Sellers' knowledgeSovereign each other party thereto, each Contract in accordance with its terms, and is now valid and in full force and effect. None of Sovereign and the Sellers has breached other parties thereto have performed in all material respects all obligations imposed under each contract or improperly terminated any such Contract, agreement and neither the Sellers Sovereign nor, to the Sellers' knowledgeknowledge of Sovereign, any third party to any such contract or agreement is in default under any such Contractand no event has occurred that, with the effect giving of which would have a Material Adverse Effect. To the best of Sellers' knowledge, there exists no condition or event which, after notice or the lapse of time or both, would constitute a default. Sovereign is not bound by any such breachagreement, termination contract or default the effect of arrangement which would could reasonably be expected to have a Material Adverse Effect. Except as set forth Effect on Schedule 4.4, each such ------------ Contract to be assigned to the Buyer pursuant to this Agreement either is assignable to the Buyer without the consent of the other parties thereto or, with respect to any which may not be so assigned without such consents, the required consents are set forth in Schedule 4.4. ------------ 4.16Sovereign.

Contracts. (A) Schedule 4.15 is an accurate list and summary description of all ------------- material contracts and agreements to which any of the Sellers is a party and relating primarily to the conduct of the Business (including, without limitation, joint venture agreements, employment contracts, loan agreements, bonds, mortgages, Liens, Encumbrances, pledges or other security agreements) (collectively, the "Contracts"). (Ba) Except as set forth on Schedule 4.15 or contracts related solely ------------- to the Seller's paging business, with regard to the operation of the Business: (1) No Seller is a party to any contract, purchase or sales orders out of the Ordinary Course of Business, or commitment relating primarily to the conduct of the Business or the ownership of the Acquired Assets or the Inventory that involves a dollar amount in excess of $25,000; (2) No Seller is a party to any employment contracts with any Employees; (3) No Seller is a party to any material contract with sales or other agents, brokers, franchisees, distributors or dealers relating primarily to the conduct of the Business or the ownership of the Acquired Assets or the Inventory; (4) No Seller is a party to any partnership or joint venture agreement; (5) No Seller is a party to any material lease or other occupancy or use agreements, oral or written, nor has any Seller granted any options, rights of first refusal or security or other interests in or relating to the Acquired Assets2.14, the Inventory or the Business; (6) No Seller has any material agreements giving any party the right to renegotiate or require a reduction in price or refund of payments previously made in connection with the Business; (7) No Seller has any material agreements for the borrowing or lending of money with respect to the Business and none Company is a party to any; (8) No Seller has any material agreement for the sale of goods or services to any Governmental Authority; (9) No Seller has any agreement granting any Person a Lien or Encumbrance on any of the Acquired Assets or the Inventory; (10) Except for the Purchased Contracts, no Seller is not a party to or bound by any written: (i) collective bargaining agreement or other Contract with any labor union; (ii) Contracts containing covenants (including confidentiality provisions if applicable) limiting the freedom of any employee, consultant, manager, member or Affiliate of the Company, to engage in any line of business, compete with any person or that otherwise have the effect of restricting in any material respect the employee, consultant, manager, member or Affiliate of the Company from the development, manufacture, marketing or distribution of products and/or services, including without limitation, non-competition, secrecy non-solicitation and standstill obligations; (iii) Contract relating to Indebtedness or confidentiality agreement to the mortgaging or pledging of, or otherwise placing a Lien on, any of its assets or any of its securities; (iv) Contract which prohibits it from freely engaging in business or competing with any Person anywhere in the world during any period of time without any limitation or Adverse Consequences; (v) Contract under which it has advanced or loaned any other Person any amounts; (vi) Contract creating an obligation of the Company to purchase goods, materials or services; (vii) Contract requiring the Company to indemnify or hold harmless any Person whereby the Company is, or could reasonably be anticipated to be, responsible for indemnification obligations; (viii) warranty Contract with respect to its services rendered or its products sold, leased or licensed; (ix) any Contract with any of the Members, the Company or their respective Affiliates; (x) Contract that provides any customer with pricing, discounts or benefits that change based on the pricing, discounts or benefits offered to other customers of the Company, including any Contract which contains a “most favored nation” provision; (xi) Contract providing for the provision of free products to any Person; (xii) Contract which contains performance guarantees; (xiii) Contract with a license of Intellectual Property to or from the Company; (xiv) Contract involving the settlement of any Action or Proceeding or threatened Action or Proceeding; (xv) Contract appointing any agent to act on its or their behalf or any power of attorney; (xvi) Contract relating to the acquisition or sale of the Business or the Acquired Assets (or any material portion thereof), whether or not consummated; (xvii) Contract with any Governmental or Regulatory Authority; (xviii) partnership, joint venture or other contract restricting its right similar Contract involving a share of profits, losses, costs, or liabilities with any other Person; (xix) any lease for operating equipment or other personal property; or (xx) other Contract material to conduct the Business at any timeCompany, in any manner whether or at any place not entered into in the world, or the expansion thereof to other geographical areas, customers, suppliers or lines ordinary course of Business; and (11) No Seller is a party to any material contract or arrangement that under circumstances now foreseeable is likely to have a Material Adverse Effectbusiness. (Cb) The Company has no and is not bound by any oral Contracts. A true true, correct and correct complete copy of each written Material Contract (or, where they are oral, complete and correct written summaries thereofas defined below) has been delivered made available to Buyer. With respect to the Buyer prior Company’s obligations thereunder and, with respect to the obligations of the other parties thereto, all of the Contracts set forth or required to be set forth on Schedule 2.14 or Schedule 2.15 (each a “Material Contract”) are valid, binding and enforceable against the Company (to the extent party thereto) and enforceable by the Company (to the extent party thereto) against the other parties thereto, in accordance with their respective terms. The Company (to the extent party thereto) has performed all obligations required to be performed by them under such Contracts and the Company has not received any notice that it is in default under or in breach of any such Contract. Prior to the date hereof. To , (i) no event has occurred which with the best passage of Sellers' knowledgetime or the giving of notice or both would result in a default, each Contract is now valid and in full force and effect. None breach or event of noncompliance by the Sellers has breached or improperly terminated Company under any such Contract, and neither the Sellers nor, ; (ii) to the Sellers' Company’s knowledge, no other party to any third party such Contract is in breach thereof or default thereunder and none of the Company or any Member has received any notice of termination, cancellation, breach or default under any such Contract; and (iii) there are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to the effect Company under any of which would the Material Contracts with any Person and no such Person has made written demand for such renegotiation. The Company (to the extent party thereto) shall have a the benefit of each Material Adverse Effect. To the best of Sellers' knowledge, there exists no condition or event which, after notice or lapse of time or both, would constitute any such breach, termination or default the effect of which would have a Material Adverse Effect. Except as set forth on Schedule 4.4, Contract and shall be entitled to enforce each such ------------ Contract to be assigned to immediately following the Buyer pursuant to this Agreement either is assignable to the Buyer without the consent of the other parties thereto or, with respect to any which may not be so assigned without such consents, the required consents are set forth in Schedule 4.4. ------------ 4.16Closing.

Contracts. (A) Schedule 4.15 is an accurate list and summary description of all ------------- material contracts and agreements to which any of the Sellers is a party and relating primarily to the conduct of the Business (including, without limitation, joint venture agreements, employment contracts, loan agreements, bonds, mortgages, Liens, Encumbrances, pledges or other security agreements) (collectively, the "Contracts"). (B) Except as set forth on Schedule 4.15 or contracts related solely ------------- to the Seller's paging business, with regard to the operation of the Business: (1) No Seller is a party to any contract, purchase or sales orders out of the Ordinary Course of Business, or commitment relating primarily to the conduct of the Business or the ownership of the Acquired Assets or the Inventory that involves a dollar amount in excess of $25,000; (2) No Seller is a party to any employment contracts with any Employees; (3) No Seller is a party to any material contract with sales or other agents, brokers, franchisees, distributors or dealers relating primarily to the conduct of the Business or the ownership of the Acquired Assets or the Inventory; (4) No Seller is a party to any partnership or joint venture agreement; (5) No Seller is a party to any material lease or other occupancy or use agreements, oral or written, nor has any Seller granted any options, rights of first refusal or security or other interests in or relating to the Acquired Assets, the Inventory or the Business; (6) No Seller has any material agreements giving any party the right to renegotiate or require a reduction in price or refund of payments previously made in connection with the Business; (7) No Seller has any material agreements for the borrowing or lending of money with respect to the Business and none is a party to any; (8) No Seller has any material agreement for the sale of goods or services to any Governmental Authority; (9) No Seller has any agreement granting any Person a Lien or Encumbrance on any of the Acquired Assets or the Inventory; (10a) Except for this Agreement and the Purchased ContractsAncillary Agreements, no Seller and except as disclosed on Schedule 4.11, neither Company nor any of its Subsidiaries is a party to or bound by any non-competitionof the following agreements (whether written or oral): (i) any partnership, secrecy joint venture, or confidentiality agreement other similar Contract or arrangement, or any Contract relating to the Business acquisition or disposition of any business or assets (whether by merger, sale of stock, sale of assets, or otherwise); (ii) any Contract relating to Indebtedness (in any case, whether incurred, assumed, guaranteed, or secured by any asset) or any Contract, indenture, or other instrument that contains restrictions with respect to payment of any distribution in respect of the Acquired Assets Capital Stock; (iii) any Contract that limits the freedom of the Company to market, sell, or otherwise distribute its products or provide its services in any geographic area, or to compete in any line of business or geographic area or with any Person; (iv) any Contract which limits sub-contracting; (v) any Contract which limits or restricts offshoring; (vi) any Contract including most-favored customer or nation, benchmarking or any other contract restricting provision which resets the pricing therein; (vii) any Contract which contains limitations on assignment; (viii) any Contract or arrangement with (i) any of its right Affiliates, (ii) any Person 5% or more of whose outstanding voting securities are directly or indirectly owned, controlled, or held with power to conduct vote by any of its Affiliates or (iii) any director or officer of Company or its Subsidiaries or with any “associate” or any member of the Business at “immediate family” (as such terms are respectively defined in Rules 12b-2 and 16a-1 of the Exchange Act) of any timesuch director or officer; (ix) any management service, consulting, or any other similar type of Contract; (x) any warranty, guaranty, or other similar undertaking with respect to a contractual performance extended by the Company or its Subsidiaries; (xi) any Contract with no limitation on the Company’s or any of its Subsidiaries’ liability thereunder; (xii) any Contract which does not exclude implied warranties; (xiii) any Contract which includes indemnities other than for confidentiality, intellectual property infringement, bodily injury and death, tax liability or compliance with applicable Laws; (xiv) any employment, deferred compensation, severance, bonus, retirement, or other similar Contract or plan; (xv) any Contract involving payments by or to the Company or any of its Subsidiaries of more than $25,000 in any manner consecutive 12-month period; (xvi) any Contract with any agency, dealer, sales representative, or at distributor for the marketing, selling, and distribution of Company’s or any place in of its Subsidiaries’ products and services; (xvii) any material license, franchise, or similar Contract; (xviii) any leases of Company Real Property; (xix) any Contract that would prevent consummation of the worldtransactions contemplated by this Agreement and the Ancillary Agreements, or the expansion thereof to other geographical areas, customers, suppliers continued operation of the Business after the date of this Agreement or lines of Businessthe Closing Date on substantially the same basis as historically operated; andor (11xx) No Seller any other Contract not made in the Ordinary Course that is a party material to the Company or any material contract or arrangement that under circumstances now foreseeable is likely to have a Material Adverse Effectof its Subsidiaries. (Cb) A true Each Contract disclosed on Schedule 4.11 or any other schedule to this Agreement or required to be disclosed on Schedule 4.11 or any other schedule to this Agreement is a valid and correct copy binding Contract of each the Company or such Subsidiary, is in full force and effect (subject to the effect, if any, of (i) applicable bankruptcy and other similar laws affecting the rights of creditors generally and (ii) rules of law governing specific performance, injunction relief and other equitable remedies), and neither the Company nor the applicable Subsidiary nor any of their respective Affiliates nor, to the knowledge of the Company, any other party thereto, is in default or breach under the terms of any such Contract. To the knowledge of the Company, there is no event, occurrence, condition, or act (including the consummation of the transactions contemplated hereby, and assuming the satisfaction of all conditions to the parties’ respective conditions to Closing) that, with the giving of notice or the passage of time, would reasonably be expected to result in a default or event of default under any such Contract (or, where they are oral, complete and correct written summaries thereof) by any of the parties thereto. The Company has been delivered to the Buyer prior true and complete copies of each written Contract listed or required to be listed on Schedule 4.11 and true and complete summaries of all oral Contracts. (c) Neither Company nor any of its Subsidiaries has received any written, or to the date hereof. To the best of Sellers' knowledge, each Contract is now valid and in full force and effect. None knowledge of the Sellers has breached or improperly terminated Company any such oral, notice alleging breach of any Contract, and neither the Sellers nor, terminating or threatening to the Sellers' knowledge, terminate any third party is in default under any such Contract or of an intent not to renew a Contract, the effect of which would have a Material Adverse Effect. To the best of Sellers' knowledge, there exists no condition or event which, after notice or lapse of time or both, would constitute any such breach, termination or default the effect of which would have a Material Adverse Effect. Except as set forth on Schedule 4.4, each such ------------ Contract to be assigned to the Buyer pursuant to this Agreement either is assignable to the Buyer without the consent of the other parties thereto or, with respect to any which may not be so assigned without such consents, the required consents are set forth in Schedule 4.4. ------------ 4.16.

Contracts. (a) Schedule 4.11(a) sets forth a true and complete list as of the date hereof of the following types of Contracts to which any Company Group Member is a party or is bound (other than any Contracts under which no Company Group Member has any continuing or potential liability) (all such Contracts set forth on Schedule 4.11(a), or which are required to be so disclosed, the “Material Contracts”): (i) each Contract with consideration paid or payable to any Company Group Member of more than $500,000, in the aggregate, over any 12-month period; (ii) all Contracts with (or with obligations of any Company Group Member to) a Related Party; (iii) all broker, distributor, agency, sales promotion, market research, marketing consulting and advertising Contracts or arrangements that are material to the business of the Company Group; (iv) all Contracts (excluding Contracts for employment) with management and consultants; (v) all bonus and commission plans of the Company Group with a reasonably expected value in excess of $250,000 in any 12-month period; (vi) all Contracts involving the payment or payment of royalties or other amounts calculated based upon the revenues or income of any Company Group Member or income or revenues related to any Product of any Company Group Member to which any Company Group Member is a party; (vii) all Contracts evidencing Indebtedness for borrowed money in an amount greater than $500,000, and any pledge agreements, security agreements or other collateral agreements in which any Company Group Member granted to any person a Lien on any of the property or assets of any Company Group Member; (viii) all partnership, joint venture or similar agreement or arrangement, including as may be provided in any letter of intent, memorandum of understanding or agreement in principle; (ix) all Contracts, including any grant agreements with any economic development corporation, with any Governmental Authority to which any Company Group Member is a party, other than any Company Permits; (x) all Contracts that limit, or purport to limit, the ability of any Company Group Member to compete in any line of business or material business activity or with any Person or in any jurisdiction or during any period of time, excluding customary confidentiality agreements and agreements that contain customary confidentiality clauses; (xi) all Contracts that result in any Person or entity holding a power of attorney from any Company Group Member; (xii) all leases or master leases of personal property reasonably likely to result in annual payments of $500,000 or more in a 12-month period; (xiii) any note, mortgage, indenture or other obligation or agreement or other instrument for or relating to indebtedness for borrowed money in excess of $500,000, or any guarantee of third party obligations in excess of $500,000, or any letters of credit, performance bonds or other credit support for any Company Group Member; (xiv) all Contracts for the employment or engagement of any employee, officer, director or other individual service provider that (A) provide for annualized base compensation in excess of $250,000 or (B) are not terminable by a Company Group Member on no more than 30 days’ notice and without liability to or financial obligation by such Company Group Member; (xv) any collective bargaining agreement or other Contract with any labor union, works council, or other labor organization (each, a “CBA”); (xvi) all Contracts relating to the purchase of engineering or design services that involve more than $500,000, other than those Contracts that have been fully performed and under which no further services are due; (xvii) any engineering, procurement and construction contract, equipment supply agreement, services agreement, construction and operating management agreement or any other similar agreement with a value in excess of $500,000; (xviii) all Contracts involving use of any Company Intellectual Property required to be listed in Schedule 4.15 4.15(a), excluding (A) nondisclosure agreements entered into in the ordinary course of business by a Company Group Member; (B) Contracts between a Company Group Member and its customers entered into in the ordinary course of business in which the use of any such Company Intellectual Property is licensed on a non-exclusive basis; (C) Contracts between a Company Group Member and its vendors or suppliers entered into in the ordinary course of business in which the Company Group Member has granted a license to the supplier or vendor (i) to use the Company Group Member’s trademarks, service marks, or other source identifiers for purposes of indicating that the Company Group Member is a customer of the vendor or supplier; or (ii) to use any Company Intellectual Property for purposes of providing goods or services to the Company Group Member; (xix) Contracts which involve the license or grant of rights to any Company Group Member or to Company Intellectual Property by any Company Group Member, excluding (A) nondisclosure agreements entered into in the ordinary course of business by a Company Group Member; (B) licenses of commercially available and/or off-the-shelf Software (including Software provided as a service) or other standard or commercially available Intellectual Property licensed under shrinkwrap, clickwrap, online terms of use or service or other standard license terms with an accurate list aggregate annual license cost of $100,000 or less; (C) Contracts between a Company Group Member and summary description its customers entered into in the ordinary course of business in which the use of any such Company Intellectual Property is licensed on a non-exclusive basis; (D) employee invention assignment and confidentiality agreements between a Company Group Member and its employees and/or independent contractors entered into by the Company Group Member in the ordinary course of business; and (E) Contracts between a Company Group Member and its vendors or suppliers entered into in the ordinary course of business in which the Company Group Member has granted a license to the supplier or vendor (i) to use the Company Group Member’s trademarks, service marks, or other source identifiers for purposes of indicating that the Company Group Member is a customer of the vendor or supplier; (ii) to use feedback, suggestions or ideas provided by the Company Group Member to the vendor or supplier in connection with the vendor’s or supplier’s provision of goods or performance of services to or for the Company Group Member; or (iii) to use any Company Intellectual Property for purposes of providing goods or services to the Company Group Member; (xx) all ------------- material contracts and agreements Contracts under which any Company Group Member has agreed to purchase goods or services from a vendor, supplier or other Person on a preferred supplier or “most favored supplier” basis; (xxi) all Contracts under which any Company Group Member has agreed to treat any customer on a “most favored” basis; (xxii) any Contract that is a settlement, conciliation or similar agreement with any Governmental Authority or pursuant to which any Company Group Member will have any material outstanding obligation after the date of this Agreement; and (xxiii) all Contracts for the Sellers is a party development of Intellectual Property for the benefit of any Company Group Member (other than employee invention assignment and relating primarily to confidentiality agreements entered into on terms and conditions that are materially the conduct same as the Company’s standard form of the Business (including, without limitation, joint venture agreements, employment contracts, loan agreements, bonds, mortgages, Liens, Encumbrances, pledges or other security agreements) (collectively, the "Contracts"such agreement). (Bb) Except as set forth on Schedule 4.15 or contracts related solely ------------- 4.11(b), the Company Group (i) is not, nor has it received written or, to the Seller's paging business, with regard to the operation Knowledge of the Business: Company, oral notice that any other party to any Material Contract is, except as such may be limited the Enforceability Exceptions, in material violation or material breach of or material default (1immediately or upon notice or lapse of time) No Seller under or (ii) has not waived or failed to enforce any material rights or material benefits under any Material Contract to which it is a party or any of its properties or other assets is subject. No Material Contract is the subject of a notice to terminate delivered or communicated in accordance with the terms of any contractMaterial Contract, purchase or sales orders out except for any expiration of the Ordinary Course term of Business, or commitment relating primarily to the conduct of the Business or the ownership of the Acquired Assets or the Inventory that involves a dollar amount in excess of $25,000; (2) No Seller is a party to any employment contracts with any Employees; (3) No Seller is a party to any material contract with sales or other agents, brokers, franchisees, distributors or dealers relating primarily to the conduct of the Business or the ownership of the Acquired Assets or the Inventory; (4) No Seller is a party to any partnership or joint venture agreement; (5) No Seller is a party to any material lease or other occupancy or use agreements, oral or written, nor has any Seller granted any options, rights of first refusal or security or other interests in or relating to the Acquired Assets, the Inventory or the Business; (6) No Seller has any material agreements giving any party the right to renegotiate or require a reduction in price or refund of payments previously made in connection with the Business; (7) No Seller has any material agreements for the borrowing or lending of money with respect to the Business and none is a party to any; (8) No Seller has any material agreement for the sale of goods or services to any Governmental Authority; (9) No Seller has any agreement granting any Person a Lien or Encumbrance on any of the Acquired Assets or the Inventory; (10) Except for the Purchased Contracts, no Seller is a party to or bound by any non-competition, secrecy or confidentiality agreement relating to the Business or the Acquired Assets or any other contract restricting its right to conduct the Business at any time, in any manner or at any place in the world, or the expansion thereof to other geographical areas, customers, suppliers or lines of Business; and (11) No Seller is a party to any material contract or arrangement that under circumstances now foreseeable is likely to have a Material Adverse Effect. (C) A true and correct copy of each Contract (or, where they are oral, complete and correct written summaries thereof) has been delivered to the Buyer prior to following the date hereofof this Agreement in accordance with its terms. To the best of Sellers' knowledge, each Each Material Contract is now valid and in full force and effect. None of effect and, subject to the Sellers has breached or improperly terminated any such ContractEnforceability Exceptions, is legal, valid and neither binding on the Sellers norapplicable Company Group Member, and, to the Sellers' knowledgeKnowledge of the Company, any third each other party is in default under any thereto, except as would not be material and adverse to such Contract, the effect of which would have a Material Adverse Effect. To the best of Sellers' knowledge, there exists no condition or event which, after notice or lapse of time or both, would constitute any such breach, termination or default the effect of which would have a Material Adverse EffectCompany Group Member. Except as set forth on Schedule 4.44.11(b), each there is no default under any such ------------ Contract to be assigned Material Contracts by the applicable Company Group Member, or, to the Buyer pursuant to this Agreement either is assignable Knowledge of the Company, any other party thereto, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder by such Company Group Member, or, to the Buyer without the consent Knowledge of the Company, any other parties thereto orparty thereto, with respect to any which may in each case, except as would not be so assigned without material and adverse to such consents, the required consents are set forth in Schedule 4.4. ------------ 4.16Company Group Member.

Contracts. (a) Section 3.15(a) of the Company Disclosure Letter sets forth, as of the date of this Agreement, a true, correct and complete list of each of the following Contracts to which any Acquired Company is a party or by which any Acquired Company or any of its assets or businesses is subject or bound (and any amendments, supplements and modifications thereto): (i) any Contract that is a non-competition Contract or other Contract that (A) Schedule 4.15 purports to limit in any material respect either the type of business in which any Acquired Company (or, after the Effective Time, any Parent Company) or any of its Affiliates, may engage or the manner or geographic area in which any of them may so engage in any business, (B) would require the disposition of any material assets or line of business of any of the Acquired Companies (or, after the Effective Time, any Parent Company) or any of their respective Affiliates as a direct result of the consummation of the Transactions, (C) is a material Contract that grants “most favored nation” or similar status that, following the Effective Time, would apply to Parent or any of its Subsidiaries, including any of the Acquired Companies; (D) contains any “exclusivity”, preferred status or similar provision that prohibits or limits, in any material respect, the right of any of the Acquired Companies (or, after the Effective Time, would prohibit or limit, in any material respect, the right of any Parent Company) to make, sell, market, advertise or distribute any products or services or use, transfer, license, distribute or enforce any of their respective material Company Owned Intellectual Property rights; (E) obligates any of the Acquired Companies to purchase or obtain a minimum or specified amount of any product or service from any Person for more than $2,000,000, in the aggregate; or (F) involves the obligation or potential obligation of any of the Acquired Companies to make any “earn-out” or similar payments to any Person; (ii) any indenture, loan or credit agreement, security agreement, guarantee, note, mortgage, letter of credit, reimbursement agreement or other Contract, in any such case relating to indebtedness or any other obligation of any Acquired Company having an accurate list outstanding principal amount in excess of $1,000,000 (except for such indebtedness between the Acquired Companies or guaranties by any Acquired Company of indebtedness of any Acquired Company); (iii) any Contract relating to any joint venture, strategic alliance or partnership material to the Acquired Companies, taken as whole; (iv) any Contract under which any of the Acquired Companies made payments of more than $2,000,000 during the fiscal year ended December 31, 2015 or reasonably expects to make payments of more than $2,000,000 during the fiscal year ending December 31, 2016 and, in either case, (A) is not terminable by any Acquired Company upon notice of 30 days or less without penalty and summary description (B) excluding agreements made with any exchange Subsidiary members or participants entered into in the ordinary course of all ------------- business, the form of which is publicly available; (v) any Contract under which any of the Acquired Companies received payments of more than $500,000 during the fiscal year ended December 31, 2015 or reasonably expects to receive payments of more than $500,000 during the fiscal year ending December 31, 2016 and, in either case, excluding agreements made with any exchange Subsidiary members or participants entered into in the ordinary course of business, the form of which is publicly available; (vi) any Contract that provides for any standstill pursuant to which any Acquired Company has agreed not to acquire assets or securities of another Person; (vii) any (A) employment Contract that (x) provides for an annual base salary in excess of $250,000 or (y) is not terminable without cause by any of the Acquired Companies by notice of not more than sixty (60) days or without any termination payment or penalty or (B) any severance, retention, change in control or similar Contract; (viii) any Contract that grants any rights of first refusal, rights of first offer, rights of first negotiation or other similar rights to any Person with respect to any material contracts and agreements asset of the Acquired Companies, taken as a whole; (ix) any Contract that relates to the acquisition or disposition of any business, capital stock or assets (whether by merger, sale of stock, sale of assets or otherwise) for aggregate consideration in excess of $1,000,000, under which any of the Acquired Companies has any outstanding contingent or other obligations, other than a Contract to purchase goods or services in the ordinary course of business; (x) any Contract that is a settlement or similar Contract with any Governmental Entity or any other Person to which any of the Sellers Acquired Companies, or any of its assets or properties, is a party and relating primarily to the conduct subject with material ongoing obligations of any of the Business Acquired Companies, taken as a whole; (includingxi) any Contract with a federal Governmental Entity or any Contract that constitutes a subcontract executed with a prime contractor pursuant to any Contract with a federal Governmental Entity, without limitationin each case, joint venture agreementsthat incorporates Federal Acquisition Regulation clauses as a term or condition of such Contract and entails material ongoing obligations of any of the Acquired Companies, employment contractstaken as a whole; (xii) any Contract purporting to indemnify or hold harmless any director, loan agreementsofficer or employee of any of the Acquired Companies (other than the Company Charter, bondsthe Company Bylaws and the organizational documents of the Company’s Subsidiaries); (xiii) any Contract that is required to be disclosed by the Company pursuant to Item 404 of Regulation S-K under the Securities Act; (xiv) any lease, mortgagessublease, Lienswaiver, Encumbrancesside letter, pledges guaranty or other security agreements) Contract relating to any real property which any Acquired Company uses or occupies or has the right to use or occupy, now or in the future with annual rental payments in excess of $500,000 (collectively, the "Contracts"“Company Real Property Leases”). (B) Except as set forth on Schedule 4.15 or contracts related solely ------------- to the Seller's paging business, with regard to the operation of the Business: (1) No Seller is a party to any contract, purchase or sales orders out of the Ordinary Course of Business, or commitment relating primarily to the conduct of the Business or the ownership of the Acquired Assets or the Inventory that involves a dollar amount in excess of $25,000; (2xv) No Seller is a party to any employment contracts with any Employeesdisaster recovery or data center Contract; (3xvi) No Seller is a party to any material contract with sales or other agents, brokers, franchisees, distributors or dealers relating primarily Contract entered into prior to the conduct of date hereof that is required to be filed by the Business Company in a future report to be filed or the ownership of the Acquired Assets or the Inventory; (4) No Seller is a party to any partnership or joint venture agreement; (5) No Seller is a party to any material lease or other occupancy or use agreements, oral or written, nor has any Seller granted any options, rights of first refusal or security or other interests in or relating furnished to the Acquired AssetsSEC as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act, excluding those compensatory plans described in Item 601(b)(10)(iii) of Regulation S-K under the Inventory Securities Act, that has not been filed as an exhibit to or incorporated by reference in the Business; (6) No Seller has any material agreements giving any party the right to renegotiate or require a reduction in price or refund of payments previously made in connection with the Business; (7) No Seller has any material agreements for the borrowing or lending of money with respect Company SEC Documents filed prior to the Business and none is a party to any; (8) No Seller has any material agreement for the sale date of goods or services to any Governmental Authority; (9) No Seller has any agreement granting any Person a Lien or Encumbrance on any of the Acquired Assets or the Inventory; (10) Except for the Purchased Contracts, no Seller is a party to or bound by any non-competition, secrecy or confidentiality agreement relating to the Business or the Acquired Assets or any other contract restricting its right to conduct the Business at any time, in any manner or at any place in the world, or the expansion thereof to other geographical areas, customers, suppliers or lines of Businessthis Agreement; and (11xvii) No Seller is a party to any material contract or arrangement that under circumstances now foreseeable is likely to have a Material Adverse Effect. (C) A true and correct copy of each Contract (or, where they are oral, complete and correct written summaries thereofother than those described in the foregoing clauses (i) has been delivered through (xvi)) that is material to the Buyer business of the Acquired Companies, taken as a whole. Each Contract entered into prior to the date hereofhereof that is 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, excluding those compensatory plans described in Item 601(b)(10)(iii) of Regulation S-K under the Securities Act, and each Contract required to be listed in Section 3.15(a) or Section 3.18(b) of the Company Disclosure Letter, a “Company Material Contract.” (b) True, correct and complete copies (subject to apparent redactions) of all Company Material Contracts have been made available to Parent in accordance with all applicable Laws. To Each Company Material Contract is valid and binding on each Acquired Company party thereto and, to the best knowledge of Sellers' knowledgethe Company, each Contract other party thereto, and is now valid and in full force and effect. None of , except in each case for such failures to be valid and binding or to be in full force and effect that, individually or in the Sellers has breached or improperly terminated any such Contractaggregate, and neither the Sellers nor, would not reasonably be expected to the Sellers' knowledge, any third party is in default under any such Contract, the effect of which would have a Company Material Adverse Effect. To The Company has not terminated, waived, amended, released or modified in any respect any provision of any standstill or similar agreement with respect to the best of Sellers' knowledgeCompany to which it is currently or has, within the 12 months immediately preceding the date hereof, been a party. Except as, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect, there exists is no condition breach or default under any Company Material Contract by any of the Acquired Companies party thereto or, to the knowledge of the Company, any other party thereto, and no event which, after notice or has occurred that with the lapse of time or both, the giving of notice or both would constitute any such breach, termination a breach or default the effect of which would have a Material Adverse Effect. Except as set forth on Schedule 4.4, each such ------------ Contract to be assigned to the Buyer pursuant to this Agreement either is assignable to the Buyer without the consent thereunder by any of the other parties Acquired Companies party thereto or, with respect to the knowledge of the Company, any which may not be so assigned without such consents, the required consents are set forth in Schedule 4.4. ------------ 4.16other party thereto.

Contracts. (a) Schedule 3.12(a), contains a true and complete list of all of the following Contracts in effect or pursuant to which any party thereto has any obligations (excluding policies of insurance written by the Company, Plans and Company Insurance Policies which are the subject of Sections 3.16 and 3.18, respectively) to which the Company is a party: (i) material partnership or joint venture Contracts; (ii) Contracts containing any covenant of the Company not to compete with any Person or in any location or geographic area or any limitation or restriction on the ability of the Company to engage in any line of business or the manner in which Company conducts business; (iii) Contracts relating to the borrowing of money, or the direct or indirect guaranty of any obligation for borrowed money by the Company, or Contracts to service the repayment of borrowed money or any other Liability in respect of indebtedness for borrowed money of any other Person; (iv) lease, sublease, rental, licensing, use or similar Contracts with respect to Property providing for annual rental, license, or use payments or the guaranty of any such lease, sublease, rental, licensing or other Contracts; (v) Contracts (A) Schedule 4.15 is an accurate list and summary description for the purchase, acquisition, sale or disposition of all ------------- material contracts and agreements to which any assets or Properties or the Shares or equity interests of the Sellers is a party and relating primarily to Company or any Person, other than in connection with the conduct management of the Business (including, without limitation, joint venture agreements, employment contracts, loan agreements, bonds, mortgages, Liens, Encumbrances, pledges or other security agreements) (collectively, the "Contracts"). (B) Except as set forth on Schedule 4.15 or contracts related solely ------------- to the Seller's paging business, with regard to the operation of the Business: (1) No Seller is a party to any contract, purchase or sales orders out of Company’s investment portfolio in the Ordinary Course of Business, or commitment relating primarily (B) for the grant to any Person (excluding the conduct Company) of any option or preferential rights to purchase any Shares, other equity interests, assets or Properties of the Business or the ownership of the Acquired Assets or the Inventory that involves a dollar amount in excess of $25,000Company; (2vi) No Seller is a party to any Contract that provides for the indemnification of any officer, director, Employee or agent and any employment contracts or other similar Contracts with any Employeescurrent officer, director, Employee or agent; (3vii) No Seller Reinsurance Contracts to which the Company is a party to any material contract with sales or other agents, brokers, franchisees, distributors or dealers relating primarily to the conduct of the Business or the ownership of the Acquired Assets or the Inventoryparty; (4viii) No Seller is a party to any partnership material agency, broker, selling, marketing or joint venture agreementsimilar Contracts; (5ix) No Seller is a party to asset management agreements with any material lease or other occupancy or use agreements, oral or written, nor has any Seller granted any options, rights of first refusal or security or other interests in or relating to the Acquired Assets, the Inventory or the BusinessPerson; (6x) No Seller has any Contracts under which Persons provide material agreements giving any party information, technology products or information technology services to the right to renegotiate or require a reduction in price or refund of payments previously made in connection with the BusinessCompany; (7xi) No Seller has Contracts providing for indemnification of any material agreements for the borrowing special purpose vehicle or lending of money with respect to the Business and none is a party to anyother financing entity, including off balance sheet entities; (8) No Seller has xii) Any contract providing for future payments that are conditioned on, or an event of default as a result of, a change of control of the Company or any material agreement for the sale of goods or services to any Governmental Authoritysimilar event; (9xiii) No other material Contracts not listed above. (b) The Seller has any agreement granting any Person a Lien heretofore delivered or Encumbrance on any made available to the Buyer true and complete copies of all of the Acquired Assets Material Contracts whether or the Inventory; (10) Except for the Purchased Contracts, no Seller not listed on Schedule 3.12(a). Each of such Material Contracts is a party to or bound by any non-competitionvalid and binding obligation of the Company and, secrecy or confidentiality agreement relating to the Business or the Acquired Assets or Seller’s Knowledge, is a valid and binding obligation of any other contract restricting Person party thereto, and is in full force and effect enforceable against the parties thereto in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ right generally, general principles of equity and the discretion of courts in granting equitable remedies. Except as specified in Schedule 3.12(b), neither the Company nor, to conduct the Business at Seller’s Knowledge, any timeother Person party thereto, is in any manner breach or at any place in the worldviolation of, or the expansion thereof to other geographical areasdefault under, customersany Material Contract whether or not listed on Schedule 3.12(a), suppliers or lines of Business; and (11) No Seller is a party to any material contract or arrangement except for such breaches, violations and defaults that under circumstances now foreseeable is likely have not had and could not reasonably be expected to have a Material Adverse Effect. (C) A true and correct copy of each Contract (or, where they are oral, complete and correct written summaries thereof) has been delivered to the Buyer prior to the date hereof. To the best of Sellers' knowledge, each Contract is now valid and in full force and effect. None of the Sellers has breached or improperly terminated any such Contract, and neither the Sellers norEffect and, to the Sellers' knowledge, any third party is in default under any such Contract, Knowledge of the effect of which would have a Material Adverse Effect. To the best of Sellers' knowledge, there exists Seller no condition or event which, after exists which with the giving of notice or lapse the passage of time time, or both, would constitute any such breach, termination a violation or default of any Material Contract by the effect Company or any other party thereto or permit the termination, modification, cancellation or acceleration of which would have a Material Adverse Effect. Except as set forth on Schedule 4.4, each such ------------ Contract to be assigned performance of the obligations of the Company or any other party to the Buyer pursuant to this Agreement either is assignable to the Buyer without the consent of the other parties thereto or, with respect to any which may not be so assigned without such consents, the required consents are set forth in Schedule 4.4. ------------ 4.16Material Contract.

Contracts. Section 2.16 to the Company Disclosure Schedule lists, under the relevant heading, all contracts, agreements, arrangements, guarantees, licenses, leases and executory commitments (Aeach a "Contract"), other than Benefit Plans, agreements disclosed on Section 2.10 to the Company Disclosure Schedule, Leases disclosed on Schedule 2.18(b) of the Company Disclosure Schedule 4.15 is and any Contracts heretofore filed as an accurate list and summary description exhibit to any Filed Company SEC Document, that exist as of all ------------- material contracts and agreements the date hereof to which the Company is a party or by which it is bound and which fall within any of the Sellers is a party and relating primarily to the conduct of the Business (including, without limitation, joint venture agreements, employment contracts, loan agreements, bonds, mortgages, Liens, Encumbrances, pledges or other security agreements) (collectively, the "Contracts"). (B) Except as set forth on Schedule 4.15 or contracts related solely ------------- to the Seller's paging business, with regard to the operation of the Businessfollowing categories: (1a) No Seller is a party Contracts not entered into in the ordinary course of the Company's businesses other than those that are not or would not reasonably be expected to be material to the business of the Company, (b) joint venture, partnership or franchising agreements, (c) Contracts containing covenants purporting to limit the freedom of the Company to compete in any line of business in any geographic area or to hire any individual or group of individuals, (d) Contracts which after the consummation of any of the Transactions would have the effect of limiting the freedom of the Surviving Corporation or any of its affiliates to compete in any line of business in any geographic area or to hire any individual or group of individuals, (e) Contracts relating to any contract, purchase or sales orders out of the Ordinary Course of Business, or outstanding commitment relating primarily to the conduct of the Business or the ownership of the Acquired Assets or the Inventory that involves a dollar amount for capital expenditures in excess of $25,000; 250,000, (2f) No Seller indentures, mortgages, promissory notes, loan agreements or guarantees of borrowed money, letters of credit or other agreements or instruments of the Company evidencing indebtedness for borrowed money or providing for the creation of any charge, security interest, encumbrance or Lien upon any of the assets of the Company, (g) Licenses, (h) Contracts with respect to which a change in the ownership (whether directly or indirectly) of the shares of Company Common Stock or the composition of the Board of Directors of the Company or any of the other Transactions may result in a violation of or default under, or give rise to a right of termination, modification, cancellation or acceleration of any obligation or loss of benefits under, such Contract or (i) any other agreement of a type required to be filed under Item 601(b)(10) of Regulation S-K promulgated by the SEC. All Contracts to which the Company is a party to any employment contracts with any Employees; (3) No Seller or by which it is a party to any material contract with sales or other agentsbound are valid and binding obligations of the Company and, brokers, franchisees, distributors or dealers relating primarily to the conduct knowledge of the Business or the ownership of the Acquired Assets or the Inventory; (4) No Seller is a party to any partnership or joint venture agreement; (5) No Seller is a party to any material lease or other occupancy or use agreements, oral or written, nor has any Seller granted any options, rights of first refusal or security or other interests in or relating to the Acquired AssetsCompany, the Inventory valid and binding obligation of each other party thereto except such Contracts the invalidity or the Business; (6) No Seller has any material agreements giving any party the right to renegotiate or require a reduction in price or refund of payments previously made in connection with the Business; (7) No Seller has any material agreements for the borrowing or lending of money with respect to the Business and none is a party to any; (8) No Seller has any material agreement for the sale of goods or services to any Governmental Authority; (9) No Seller has any agreement granting any Person a Lien or Encumbrance on any of the Acquired Assets or the Inventory; (10) Except for the Purchased Contracts, no Seller is a party to or bound by any non-competition, secrecy or confidentiality agreement relating to the Business or the Acquired Assets or any other contract restricting its right to conduct the Business at any time, in any manner or at any place in the world, or the expansion thereof to other geographical areas, customers, suppliers or lines binding nature of Business; and (11) No Seller is a party to any material contract or arrangement that under circumstances now foreseeable is likely which has not had and would not reasonably be expected to have a Material Adverse Effect. (C) A true and correct copy of each Contract (orEffect on the Company. Neither the Company nor, where they are oral, complete and correct written summaries thereof) has been delivered to the Buyer knowledge of the Company, any other party thereto is in violation of or in default in respect of, nor has there occurred an event or condition which with the passage of time or giving of notice (or both) would constitute a default by the Company (or to its knowledge a default by any other party thereto) under or permit the termination of, any such Contract except such violations or defaults under or terminations which have not had and would not reasonably be expected to have a Material Adverse Effect on the Company. The Company has, prior to the date hereof. To the best of Sellers' knowledge, each Contract is now valid delivered true, complete and in full force and effect. None correct copies of the Sellers has breached or improperly terminated any such Contract, and neither the Sellers nor, Contracts to the Sellers' knowledge, any third party is in default under any such Contract, the effect of which would have a Material Adverse Effect. To the best of Sellers' knowledge, there exists no condition or event which, after notice or lapse of time or both, would constitute any such breach, termination or default the effect of which would have a Material Adverse Effect. Except as set forth on Schedule 4.4, each such ------------ Contract to be assigned to the Buyer pursuant to this Agreement either is assignable to the Buyer without the consent of the other parties thereto or, with respect to any which may not be so assigned without such consents, the required consents are set forth in Schedule 4.4. ------------ 4.16Newco.

Contracts. (A) Schedule 4.15 is an accurate list and summary description lists each Contract of all ------------- material contracts and agreements the following types to which any of the Sellers each BBT and each Selling Entity is a party and or by which it is bound relating primarily to the conduct of the Business (including, without limitation, joint venture agreements, employment contracts, loan agreements, bonds, mortgages, Liens, Encumbrances, pledges or other security agreements) (collectively, the "Contracts"). (B) Except as set forth on Schedule 4.15 or contracts related solely ------------- to the Seller's paging business, with regard to the operation of the Business: (1) No Seller is a party to any contract, purchase or sales orders out of the Ordinary Course of Business, or commitment relating primarily to the conduct of the Business or the ownership Purchased Assets: (a) Contracts with any present or former five percent (5%) stockholder, director, officer, employee or consultant or with any Affiliate of a Selling Entity; (b) Contracts for the Acquired Assets purchase of, or payment for, supplies or products, or for the performance of services, from or by a third party, in excess of $10,000 with respect to any one supplier or other party; (c) Contracts to sell or supply products, Inventory or other property to, or to perform services for, a third party, that involves a dollar involve an amount in excess of $25,00010,000 with respect to any one customer or other party; (2d) No Seller is Contracts to sell any product or provide any service to a party to any employment contracts with any Employeesgovernmental or regulatory body; (3e) No Seller is a party to Contracts limiting or restraining any material contract Selling Entity from engaging or competing in any lines or business with sales or other agents, brokers, franchisees, distributors or dealers relating primarily to the conduct of the Business or the ownership of the Acquired Assets or the Inventoryany Person; (4f) No Seller is Contracts with any customer providing for a party to any partnership volume refund, retrospective price adjustment or joint venture agreementprice guarantee; (5g) No Seller is Contracts to lease to, or to operate for, any other party any asset that involves an amount in excess of $5,000 in any individual case (other than Real Estate Leases and Personal Property Leases identified on a party to any material lease or other occupancy or use agreements, oral or written, nor has any Seller granted any options, rights of first refusal or security or other interests in or relating to the Acquired Assets, the Inventory or the BusinessSchedule); (6h) No Seller has any material Any notes, debenture, bonds, conditional sale agreements, equipment trust sale and lease-back and leasing agreements, letter of credit agreements, reimbursement agreements, loan agreements giving any party the right to renegotiate or require a reduction in price or refund of payments previously made in connection with the Business; (7) No Seller has any material agreements other Contracts for the borrowing or lending of money (including loans to or from officers, directors, shareholders or Affiliates of any Selling Entity), or 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; (i) Contracts creating or recognizing any Encumbrances with respect to the Business and none is a party to anyany Purchased Assets; (8) No Seller has any material agreement for the sale of goods j) Contracts with distributors, manufacturers' sales representatives or services to any Governmental Authorityother sales agents; (9k) No Seller has Contracts that relate in whole or in part to any agreement granting any Person a Lien Software, technical assistance or Encumbrance on any of the Acquired Assets other know-how or the Inventoryother Intellectual Property right; (10l) Except Contracts for any capital expenditure or leasehold improvement in excess of $5,000; and (m) Any other Contracts (other than those that may be terminated on not more than 30 days' notice without Liability and those described in any of (a) through (l) above) not made in the Purchased Contracts, no Seller is a party to ordinary course of business or bound by any non-competition, secrecy or confidentiality agreement relating which are material to the Business or the Acquired Assets or any other contract restricting its right to conduct the Business at any time, in any manner or at any place in the world, or the expansion thereof to other geographical areas, customers, suppliers or lines of Business; and (11) No Seller is a party to any material contract or arrangement that under circumstances now foreseeable is likely to have a Material Adverse EffectPurchased Assets. (C) A true and correct copy of each Contract (or, where they are oral, complete and correct written summaries thereof) has been delivered to the Buyer prior to the date hereof. To the best of Sellers' knowledge, each Contract is now valid and in full force and effect. None of the Sellers has breached or improperly terminated any such Contract, and neither the Sellers nor, to the Sellers' knowledge, any third party is in default under any such Contract, the effect of which would have a Material Adverse Effect. To the best of Sellers' knowledge, there exists no condition or event which, after notice or lapse of time or both, would constitute any such breach, termination or default the effect of which would have a Material Adverse Effect. Except as set forth on Schedule 4.4, each such ------------ Contract to be assigned to the Buyer pursuant to this Agreement either is assignable to the Buyer without the consent of the other parties thereto or, with respect to any which may not be so assigned without such consents, the required consents are set forth in Schedule 4.4. ------------ 4.16

Contracts. (ASection 4(q) of the Sellers Disclosure Schedule 4.15 is an accurate list and summary description of all ------------- material contracts and agreements lists the following Contracts to which any Target is a party or by or to which any Target or any of its respective assets is bound or subject, or which are Assigned Contracts (each, whether or not set forth in Section 4(q) of the Sellers is Disclosure Schedule, a party and relating primarily to the conduct of the Business (including, without limitation, joint venture agreements, employment contracts, loan agreements, bonds, mortgages, Liens, Encumbrances, pledges or other security agreements) (collectively, the "Contracts").“Material Contract”): (Bi) Except as set forth on Schedule 4.15 any Contract (or contracts group of related solely ------------- Contracts) for the lease of personal property to the Seller's paging business, with regard to the operation of the Business: (1) No Seller is a party to or from any contract, purchase or sales orders out of the Ordinary Course of Business, or commitment relating primarily to the conduct of the Business or the ownership of the Acquired Assets or the Inventory that involves a dollar amount Person providing for lease payments in excess of $25,00050,000 per annum; (2ii) No Seller is any Contract (or group of related Contracts) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a party to any employment contracts with any Employeesperiod of more than 1 year or involve consideration in excess of $50,000, in either case, as of the date of this Agreement; (3iii) No Seller is a party any Contract that relates to the acquisition or disposition by any Target of any business or operations, capital stock or assets of any Person or any real estate as to which there are any material contract with sales or other agents, brokers, franchisees, distributors or dealers relating primarily to the conduct ongoing obligations of the Business or the ownership of the Acquired Assets or the Inventorysuch Target; (4iv) No Seller is any Contract concerning a party to partnership, joint venture, limited liability company, strategic alliance or other similar agreement or arrangement (including any partnership agreement providing for joint research, development or joint venture agreementmarketing); (5v) No Seller is any Contract (or group of related Contracts) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $50,000 or under which it has suffered a Lien on any of its assets, tangible or intangible; (vi) any Contract that (A) limits the freedom of any Target to engage in any line or type of business in any particular geographic area or any particular medium, to compete with any Person, to solicit for employment, hire or obtain the services of any Person, (B) contains exclusivity obligations or restrictions binding on any Target or that would be binding on Buyer or any of its Affiliates after the Closing, or (C) provides for a preferred or “most favored nations” status for any party to thereto; (vii) any material lease agreement (A) restricting, granting, transferring, indemnifying or other occupancy or use agreements, oral or written, nor has any Seller granted any options, rights of first refusal or security or other interests in or otherwise relating to Intellectual Property that is material to the Acquired AssetsBusiness (other than licenses for commercially available “off-the-shelf” software involving license fees of less than $50,000 per annum), (B) pursuant to which any third Person creates, develops or customizes for or on behalf of the Inventory Targets any Intellectual Property that is material to the Business, or (C) pursuant to which any third Person provides support or maintenance for software material to the Business; (6viii) No Seller has any Contract granting a right of first refusal or first offer or similar rights to any Person; (ix) any investment advisory Contract or other Contract relating to investment management, investment advisory or subadvisory services; (x) any Contract for the provision of administrative services with respect to any Insurance Contract; (xi) any Reinsurance Agreement; (xii) any material agreements giving Contract concerning confidentiality; (xiii) any party Intercompany Agreement, Shared Contract or Multiparty Contract; (xiv) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other plan, program, Contract or arrangement for the right to renegotiate benefit of any current or require a reduction in price former directors, officers, employees, or refund independent contractors of payments previously made in connection with the Business; (7xv) No Seller has any material agreements for the borrowing collective bargaining agreement or lending of money with respect to the Business and none is a party to anysimilar agreement; (8) No Seller has xvi) any material agreement Contract for the sale employment or retention (A) as an employee or a contractor of goods any individual or services entity on a full-time, part-time, consulting, or other basis, or (B) of any Business Employee; (xvii) any Contract under which it has advanced or loaned any amount to any Business Employees; (xviii) any Contract under which the consequences of a default or termination by any party thereto could have a Material Adverse Effect; (xix) any Contract with any Governmental Authority; (9xx) No Seller any Contract under which any Target has any agreement granting advanced or loaned any Person a Lien or Encumbrance on any of the Acquired Assets or the Inventory;an amount exceeding $50,000; or (10xxi) Except for the Purchased Contracts, no Seller is a party to or bound by any non-competition, secrecy or confidentiality agreement relating to the Business or the Acquired Assets or any other contract restricting its right Contract (or group of related Contracts) the performance of which involves consideration in excess of $50,000. Sellers have delivered to conduct the Business at any time, in any manner or at any place in the world, or the expansion thereof to other geographical areas, customers, suppliers or lines of Business; and (11) No Seller is Buyer a party to any material contract or arrangement that under circumstances now foreseeable is likely to have a Material Adverse Effect. (C) A true correct and correct complete copy of each Contract written agreement (oras amended to date) listed in Section 4(q) of the Sellers Disclosure Schedule and a written summary setting forth the material terms and conditions of each oral agreement referred to in Section 4(q) of the Sellers Disclosure Schedule. With respect to each such agreement: (A) the agreement is a legal, where they are oralvalid, complete and correct written summaries thereof) has been delivered to the Buyer prior to the date hereof. To the best binding obligation of Sellers' knowledge, each Contract party thereto and is now valid enforceable against each such party in accordance with its terms and is in full force and effect. None of the Sellers has breached or improperly terminated any such Contract, and ; (B) neither the Sellers applicable Target nor, to the Knowledge of Sellers' knowledge, any third other party to such agreement is in violation or breach of or in default under any such Contract, the effect agreement (or is alleged to be in violation or breach of which would have a Material Adverse Effect. To or in default under the best of Sellers' knowledge, there exists agreement); (C) no condition or event which, after has occurred that with notice or lapse of time or both, would constitute any such breach, termination a material breach or default thereunder by any party, or permit termination, modification, or acceleration of the effect agreement by any party; (D) no party thereto has provided any notice of which would have a Material Adverse Effect. Except as set forth on Schedule 4.4any intention to terminate the agreement; (E) the agreement does not contain any provisions providing that the agreement may be terminated or modified or that performance thereunder may be accelerated by reason of the transactions contemplated by this Agreement or the Ancillary Agreements; and (F) neither the applicable Target nor, each such ------------ Contract to be assigned to the Buyer pursuant Knowledge of Sellers, any other party to this Agreement either is assignable to the Buyer without the consent such agreement has repudiated any material provision of the other parties thereto or, with respect to any which may not be so assigned without such consents, the required consents are set forth in Schedule 4.4. ------------ 4.16agreement.

Contracts. (Aa) Schedule 4.15 is an accurate list and summary description of 3.14(a) lists all ------------- material written contracts and other agreements Related to the Business to which ROI or any of its Subsidiaries is a party or by which any of their properties or assets are bound, having the Sellers is a party and relating primarily to the conduct of the Business (including, without limitation, joint venture agreements, employment contracts, loan agreements, bonds, mortgages, Liens, Encumbrances, pledges or other security agreementsfollowing description(s) (collectively, the "Material Contracts").): (Bi) Except as set forth on Schedule 4.15 any agreement (or contracts group of related solely ------------- agreements) Related to the Seller's paging business, with regard Business for the lease of personal property to the operation of the Business: (1) No Seller is a party to or from any contract, purchase or sales orders out of the Ordinary Course of Business, or commitment relating primarily to the conduct of the Business or the ownership of the Acquired Assets or the Inventory that involves a dollar amount Person providing for lease payments in excess of $25,00010,000 per annum; (2ii) No Seller is any agreement (or group of related agreements) Related to the Business for the purchase or sale of supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a party to any employment contracts with any Employeesperiod of more than one year or involve consideration in excess of $10,000; (3iii) No Seller is a party to any material contract with sales or other agents, brokers, franchisees, distributors or dealers relating primarily agreement Related to the conduct of the Business or the ownership of the Acquired Assets or the Inventory; (4) No Seller is concerning a party to any partnership or joint venture agreementor other contract or agreement involving a sharing of profits, losses, costs or liabilities by ROI, Seller or any of their Affiliates with any other Person; (5iv) No Seller is a party to any agreement (or group of related agreements) under which ROI or any of its Subsidiaries has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $10,000 or under which it has imposed an Encumbrance on any of Transferred Assets, tangible or intangible; (v) any material lease or other occupancy or use agreements, oral or written, nor has any Seller granted any options, rights of first refusal or security or other interests in or relating agreement Related to the Acquired Assets, the Inventory Business concerning confidentiality; (vi) any material agreement of ROI or Seller with any of Seller's Affiliates which is Related to the Business; (6vii) No any agreement Related to the Business which contains any provision or covenant limiting (A) the ability of Seller has to engage in any material agreements giving line of business, to compete with any party Person, to do business with any Person in any location or to employ any Person, (B) the right ability of any Person to renegotiate compete with or require obtain products or services from Seller or (C) the ability of Seller to do business other than with a reduction in price specified Person or refund of payments previously made in connection with the BusinessPersons; (7viii) No Seller has any material collective bargaining agreement and any other agreements for the borrowing or lending of money with respect relating to the Business and none is a party to anyorganized labor; (8) No ix) any agreement of Seller has any material agreement for the sale employment of goods or services to any Governmental Authority; (9) No Seller has any agreement granting any Person individual on a Lien or Encumbrance on any of the Acquired Assets or the Inventory; (10) Except for the Purchased Contracts, no Seller is a party to or bound by any nonfull-competition, secrecy or confidentiality agreement relating to the Business or the Acquired Assets or any other contract restricting its right to conduct the Business at any time, in any manner or at any place in the worldpart-time, consulting, or the expansion thereof to other geographical areas, customers, suppliers basis providing annual compensation in excess of $20,000 or lines providing severance benefits in excess of Business; and (11) No Seller is a party to any material contract or arrangement that under circumstances now foreseeable is likely to have a Material Adverse Effect$3,000. (C) A true and correct copy of each Contract (or, where they are oral, complete and correct written summaries thereof) has been delivered to the Buyer prior to the date hereof. To the best of Sellers' knowledge, each Contract is now valid and in full force and effect. None of the Sellers has breached or improperly terminated any such Contract, and neither the Sellers nor, to the Sellers' knowledge, any third party is in default under any such Contract, the effect of which would have a Material Adverse Effect. To the best of Sellers' knowledge, there exists no condition or event which, after notice or lapse of time or both, would constitute any such breach, termination or default the effect of which would have a Material Adverse Effect. Except as set forth on Schedule 4.4, each such ------------ Contract to be assigned to the Buyer pursuant to this Agreement either is assignable to the Buyer without the consent of the other parties thereto or, with respect to any which may not be so assigned without such consents, the required consents are set forth in Schedule 4.4. ------------ 4.16

Contracts. Section 5.16 to the BLP Disclosure Schedule lists, as of the date of this Agreement, all written or oral contracts, agreements, guarantees, leases and executory commitments, other than Plans that BLP or any of its subsidiaries is a party (Aeach, a “Contract”) Schedule 4.15 is an accurate list and summary description of all ------------- material contracts and agreements to which that fall within any of the Sellers is a party and relating primarily following categories: (a) Contracts not entered into in the ordinary course of BLP’s or any of its subsidiaries business other than those that are not material to the conduct business of the Business BLP or any of its subsidiaries, (includingb) joint venture, without limitation, joint venture partnership and similar agreements, employment contracts(c) Contracts that are service contracts or equipment leases involving payments by BLP and any of its subsidiaries, in the aggregate, of more than $200,000 per year, (d) Contracts containing covenants purporting to limit the freedom of BLP or any of its subsidiaries to compete in any line of business in any geographic area or to hire any individual or group of individuals, (e) Contracts that, after the Effective Time, would have the effect of limiting the freedom of Cardinal or any of its subsidiaries (other than BLP and any of its subsidiaries) to compete in any line of business in any geographic area or to hire any individual or group of individuals, (f) Contracts that contain minimum purchase conditions in excess of $200,000 or requirements or other terms that restrict or limit the purchasing relationships of BLP or any of its affiliates, or any customer, licensee or lessee thereof, (g) Contracts relating to any outstanding commitment for capital expenditures in excess of $200,000, (h) Contracts relating to the lease or sublease of or sale or purchase of real or personal property not cancelable by BLP or any of its subsidiaries (without premium or penalty) within one month, (i) Contracts with any labor organization or union, (j) indentures, mortgages, promissory notes, loan agreements, bonds, mortgages, Liens, Encumbrances, pledges or other security agreements) (collectively, the "Contracts"). (B) Except as set forth on Schedule 4.15 or contracts related solely ------------- to the Seller's paging business, with regard to the operation guarantees of the Business: (1) No Seller is a party to any contract, purchase or sales orders out of the Ordinary Course of Business, or commitment relating primarily to the conduct of the Business or the ownership of the Acquired Assets or the Inventory that involves a dollar amount borrowed money in excess of $25,000; (2) No Seller is a party to any employment contracts with any Employees; (3) No Seller is a party to any material contract with sales 100,000, letters of credit or other agents, brokers, franchisees, distributors agreements or dealers relating primarily to the conduct instruments of the Business BLP or the ownership any of the Acquired Assets its subsidiaries or the Inventory; (4) No Seller is a party to any partnership or joint venture agreement; (5) No Seller is a party to any material lease or other occupancy or use agreements, oral or written, nor has any Seller granted any options, rights of first refusal or security or other interests in or relating to the Acquired Assets, the Inventory or the Business; (6) No Seller has any material agreements giving any party the right to renegotiate or require a reduction in price or refund of payments previously made in connection with the Business; (7) No Seller has any material agreements commitments for the borrowing or the lending of money with respect to the Business and none is a party to any; (8) No Seller has amounts in excess of $100,000 by BLP or any material agreement of its subsidiaries or providing for the sale creation of goods any charge, security interest, encumbrance or services to any Governmental Authority; (9) No Seller has any agreement granting any Person a Lien or Encumbrance on lien upon any of the Acquired Assets assets of BLP or any of its subsidiaries, (k) individual Contracts involving annual revenues to the Inventory; businesses of BLP and any of its subsidiaries in excess of 2.5% of BLP’s 2001 annual revenues, (10l) Except Contracts providing for “earn-outs,” “savings guarantees,” “performance guarantees,” or other contingent payments by BLP or any of its subsidiaries involving more than $100,000 over the term of the Contract, (m) Contracts with or for the Purchased Contractsbenefit of any of BLP’s affiliates or immediate family member thereof (other than BLP’s subsidiaries) involving more than $100,000 in the aggregate per affiliate, no Seller is a party to and (n) Contracts involving payments by BLP or bound by any non-competition, secrecy or confidentiality agreement relating of its subsidiaries of more than $500,000 per year. All such Contracts and all other Contracts that are material to the Business business or the Acquired Assets operations of BLP or any of its subsidiaries are valid and binding obligations of BLP or of such subsidiary, and, to the knowledge of BLP or such subsidiary, the valid and binding obligation of each other contract restricting its right to conduct the Business at any timeparty thereto, in any manner except such Contracts that, if not so valid and binding, would not, individually or at any place in the worldaggregate, have a Material Adverse Effect on BLP. None of BLP, any of its subsidiaries, and, to the knowledge of BLP or any of its subsidiaries, any other party thereto, is in violation of or in default in respect of, nor has there occurred an event or condition that with the expansion thereof passage of time or giving of notice (or both) would constitute a default under or permit the termination of, any such Contract or of any other Contract that is material to other geographical areasthe business or operations of BLP or any of its subsidiaries, customersexcept such violations or defaults under or terminations which, suppliers individually or lines of Business; and (11) No Seller is a party to any material contract in the aggregate, would not have or arrangement that under circumstances now foreseeable is likely reasonably be expected to have a Material Adverse EffectEffect on BLP. (C) A true and correct copy of each Contract (or, where they are oral, complete and correct written summaries thereof) has been delivered to the Buyer prior to the date hereof. To the best of Sellers' knowledge, each Contract is now valid and in full force and effect. None of the Sellers has breached or improperly terminated any such Contract, and neither the Sellers nor, to the Sellers' knowledge, any third party is in default under any such Contract, the effect of which would have a Material Adverse Effect. To the best of Sellers' knowledge, there exists no condition or event which, after notice or lapse of time or both, would constitute any such breach, termination or default the effect of which would have a Material Adverse Effect. Except as set forth on Schedule 4.4, each such ------------ Contract to be assigned to the Buyer pursuant to this Agreement either is assignable to the Buyer without the consent of the other parties thereto or, with respect to any which may not be so assigned without such consents, the required consents are set forth in Schedule 4.4. ------------ 4.16

Contracts. (a) For purposes of this Agreement, the term "Company Material Contract" means any of the following Contracts to which the Company or any of its Subsidiaries is a party or otherwise bound: (i) any Contract pursuant to which the Company and its Subsidiaries reasonably expect to spend or may receive, in the aggregate, more than $1,000,000 during the fiscal year ended December 31, 2006, (ii) any Contract containing any covenant (A) Schedule 4.15 is an accurate list and summary description limiting the right of all ------------- material contracts and agreements to which the Company or any of the Sellers is a party and relating primarily its Subsidiaries to the conduct engage in any line of the Business (includingbusiness, without limitationto make use of any material Intellectual Property or to compete with any Person in any line of business, joint venture agreements, employment contracts, loan agreements, bonds, mortgages, Liens, Encumbrances, pledges or other security agreements) (collectively, the "Contracts"). (B) Except granting to any customer or partner of the Company exclusive rights to use services, software or application of the Company, or (C) otherwise having a material adverse effect on the right of the Company or its Subsidiaries to sell or distribute any products or services or to purchase or otherwise obtain any software, (iii) any "material contract" (as set forth on Schedule 4.15 or contracts related solely ------------- such term is defined in Item 601(b)(10) of Regulation S-K) with respect to the Seller's paging businessCompany and its Subsidiaries, (iv) any employment, consulting or indemnification Contract (other than a standard stock option, assignment of inventions or confidentiality agreement) with any executive officer or other employee of the Company, a Subsidiary of the Company or any member of the Company Board earning an annual salary in excess of $150,000, other than those that are terminable by the Company or any of its Subsidiaries on no more than 30 days' notice without material liability or financial obligation to the Company or any of its Subsidiaries, (v) any Contract relating to indebtedness or other commitment relating to the incurrence of indebtedness of the Company or an of its Subsidiaries, with regard respect to an amount in excess of $250,000, (vi) any Contract relating to the operation disposition or acquisition by the Company or any of its Subsidiaries, after the date of this Agreement, of a material amount of assets not in the Ordinary Course of Business or pursuant to which the Company or any of its Subsidiaries has any material ownership interests in any other Person other than the Company's Subsidiaries, (vii) any Contract relating to capital expenditures by the Company or any Subsidiary and involving future payments which, together with future payments under all other Contracts or commitments relating to the same capital project, exceed $1,000,000, (viii) any Contract providing for the administration by any Person of any part of the Business: leases, loans, installment financing contracts, installment sales contracts, conditional sales agreements or financial instruments of a similar type of the Company or any of its Subsidiaries, (1ix) No Seller any Contract limiting the right of the Company or any Subsidiary to pay dividends or distributions to its shareholders, (x) any Contract in which the Company or any Subsidiary participates as a general partner or joint venture, (xi) any Contract between or among the Company, on the one hand, and any of its Affiliates (other than the Company or a Subsidiary), on the other hand, (xii) any Contract providing for indemnification or any guaranty that is material to the Company and its Subsidiaries, taken as a party to whole (in each case, under which the Company has continuing obligations as of the date hereof), other than any contractguaranty by the Company of any of its Subsidiaries' obligations or any Contract providing for indemnification entered into in connection with the distribution, purchase sale or sales orders out license of services or hardware or software products in the Ordinary Course of Business, or commitment relating primarily to the conduct of the Business or the ownership of the Acquired Assets or the Inventory that involves a dollar amount otherwise in excess of $25,000; (2) No Seller is a party to any employment contracts with any Employees; (3) No Seller is a party to any material contract with sales or other agents, brokers, franchisees, distributors or dealers relating primarily to the conduct of the Business or the ownership of the Acquired Assets or the Inventory; (4) No Seller is a party to any partnership or joint venture agreement; (5) No Seller is a party to any material lease or other occupancy or use agreements, oral or written, nor has any Seller granted any options, rights of first refusal or security or other interests in or relating to the Acquired Assets, the Inventory or the Business; (6) No Seller has any material agreements giving any party the right to renegotiate or require a reduction in price or refund of payments previously made in connection accordance with the Business; Company's standard forms of software license agreement as provided or made available to Buyer, (7xiii) No Seller has any material agreements for the borrowing or lending of money with respect Contract to the Business and none is a party provide source code to any; (8) No Seller has any material agreement for the sale of goods or services to any Governmental Authority; (9) No Seller has any agreement granting any Person a Lien or Encumbrance on any of the Acquired Assets or the Inventory; (10) Except for the Purchased Contracts, no Seller is a party to or bound by any non-competition, secrecy or confidentiality agreement relating to the Business or the Acquired Assets or any other contract restricting its right to conduct the Business at any time, in any manner or at any place in the world, or the expansion thereof to other geographical areas, customers, suppliers or lines of Business; and (11) No Seller is a party to any material contract or arrangement that under circumstances now foreseeable is likely to have a Material Adverse Effect. (C) A true and correct copy of each Contract (or, where they are oral, complete and correct written summaries thereof) has been delivered to the Buyer prior to the date hereof. To the best of Sellers' knowledge, each Contract is now valid and in full force and effect. None of the Sellers has breached or improperly terminated any such Contract, and neither the Sellers nor, to the Sellers' knowledge, any third party is in default under for any such Contractproducts that are material to the Company, the effect of which would have a Material Adverse Effect. To the best of Sellers' knowledge, there exists no condition or event which, after notice or lapse of time or both, would constitute including any such breach, termination or default the effect of which would have a Material Adverse Effect. Except as set forth on Schedule 4.4, each such ------------ Contract to be assigned put such source code in escrow with a third party on behalf of a licensee or contracting party, other than any customer Contracts entered into in the Ordinary Course of Business consistent with past practice and substantially on the Company's standard terms and conditions providing for placement of such source code into escrow solely for the purpose of permitting the customer or its agents to the Buyer pursuant to this Agreement either is assignable to the Buyer without the consent use such source code in support of internal use of the Company's products, and (xiv) any settlement Contract other parties thereto orthan (A) releases immaterial in nature or amount entered into with former employees or independent contractors of the Company in the Ordinary Course of Business or (B) settlement Contracts only involving the payment of cash (which has been paid) in amounts that do not exceed $500,000 in any individual case. All Company Material Contracts are described in Section 2.11(a)(i) and (ii) are listed in Section 2.11(a)(i) and (ii), with respect to any which may not be so assigned without such consentsrespectively, of the required consents are set forth in Schedule 4.4. ------------ 4.16Company Disclosure Schedule.

Contracts. (Aa) Schedule 4.15 is an accurate list and summary description of all ------------- All material contracts required to be filed prior to the date hereof by the Company or any of its Subsidiaries pursuant to Regulation S-K have been filed as exhibits to, or incorporated by reference in, a Company SEC Document filed after December 31, 2001 and agreements prior to which the date hereof (such agreements, the "COMPANY SEC AGREEMENTS"). Except as entered into after the date hereof in compliance with the terms of this Agreement, Section 4.16 to the Company Disclosure Schedule lists all written or oral contracts, agreements, guarantees, leases and executory commitments other than Plans (each a "CONTRACT"), other than any Contract that is a Company SEC Agreement, that fall within any of the Sellers is a party and relating primarily following categories: (i) Contracts not entered into in the ordinary course of business, other than those that are not material to the conduct Company's business, (ii) joint venture, partnership and similar Contracts, (iii) service Contracts or equipment leases involving payments by the Company of more than $100,000 per year or $250,000 in the aggregate, (iv) Contracts that contain minimum purchase conditions in excess of $250,000 or requirements or other terms that restrict or limit the purchasing relationships of the Business Company or its Affiliates, or any customer, licensee or lessee thereof, (includingv) Contracts relating to any outstanding commitment for capital expenditures in excess of $100,000 per Contract, (vi) Contracts containing covenants purporting to limit the freedom of the Company to compete in any line of business in any geographic area or to hire any individual or group of individuals, (vii) Contracts that, without limitationafter the Effective Time, joint venture agreementswould have the effect of limiting the freedom of Parent or its Subsidiaries (other than the Company and its subsidiaries) to compete in any line of business in any geographic area or to hire any individual or group of individuals, (viii) Contracts relating to the lease or sublease of or sale or purchase of, employment contractsor the servicing of, real or personal property involving any annual expense or price in excess of $100,000, (ix) Contracts with any labor organization or union, (x) Contracts relating to indebtedness for borrowed money (including guaranties) or to any sale-leaseback or leveraged lease or that is an interest rate swap, equity swap or other swap or derivative instrument, other than trade payables and accrued expenses arising in the ordinary course of business consistent with past practices, (xi) Indentures, mortgages, promissory notes, loan agreements, bondsguarantees of borrowed money, mortgages, Liens, Encumbrances, pledges letters of credit or other Contracts or instruments of the Company or any of its Subsidiaries or commitments for the borrowing or the lending by the Company or any of its Subsidiaries or providing for the creation of any charge, security agreements) (collectivelyinterest, encumbrance or lien upon any of the "Contracts").assets of the Company or any of its Subsidiaries, (Bxii) Except as set forth on Schedule 4.15 or contracts related solely ------------- to Contracts with the Seller's paging business, with regard to the operation 10 largest customers of the Business:Company and its Subsidiaries on a consolidated basis, based on revenues derived from such customers for the calendar month of May 2002 (provided that, for purposes of this paragraph, any group of affiliated or commonly owned or controlled customers shall be treated as a single customer), (1xiii) No Seller is a party to any contract, purchase Contracts providing for "earn-outs," "savings guarantees," "performance guarantees," or sales orders out of other contingent payments by the Ordinary Course of Business, or commitment relating primarily to the conduct of the Business or the ownership of the Acquired Assets or the Inventory that involves a dollar amount Company in excess of $25,000;50,000 in the aggregate, (2xiv) No Seller is a party to Contracts with or for the benefit of any employment contracts with any Employees;Affiliate of the Company or immediate family member thereof (other than the Company's Subsidiaries), (3xv) No Seller is a party Contracts pursuant to which the Company or any material contract with sales or other agents, brokers, franchisees, distributors or dealers relating primarily to the conduct of the Business or the ownership of the Acquired Assets or the Inventory; (4) No Seller is a party to any partnership or joint venture agreement; (5) No Seller is a party to any material lease or other occupancy or use agreements, oral or written, nor has any Seller granted any options, rights of first refusal or security or other interests in or relating to the Acquired Assets, the Inventory or the Business; (6) No Seller has any material agreements giving any party its Subsidiaries obtains the right to renegotiate use any Intellectual Property from any Person other than the Company or any of the Company's Subsidiaries, (xvi) Contracts giving any Person the right to require the Company to register shares of capital stock or to participate in any such registration, (xvii) Contracts outside of the ordinary course of business that contain material indemnification obligations of the Company or any of its Subsidiaries to any Person, (xviii) material Contracts under which there are, or have been in the past six months, to the knowledge of the Company, any material default by any party thereto, including the Company and its Subsidiaries, (xix) Contracts, or amendments or supplements, that individually or in the aggregate, amount to a reduction in price material change to the terms of payment or refund payment practices with respect to existing Contracts relating to a non-de minimis portion (by dollar value or number of payments previously made in connection customers or number of suppliers) of the Company's accounts receivable or accounts payable, (xx) Contracts having the effect of limiting the freedom of any Person to compete with the Business;Company or any of its Subsidiaries in any line of business in any geographic area or to hire any individual or group of individuals employed by the Company or any of its Subsidiaries, and (7xxi) No Seller has any material agreements for Contracts outside the borrowing or lending ordinary course of money business with respect to the Business sale, disposition or encumbrance of any assets or businesses material to the business of the Company as presently conducted. The Company SEC Agreements, together with the Contracts required to be disclosed in Section 4.16 of the Company Disclosure Schedule are referred to herein as the "COMPANY DISCLOSED CONTRACTS". The Company has previously made available to Parent true and none complete copies of those Company Disclosed Contracts requested by Parent. (b) Each of the Company Disclosed Contracts is a party to any; (8) No Seller has any material agreement for the sale of goods or services to any Governmental Authority; (9) No Seller has any agreement granting any Person a Lien or Encumbrance on any valid and binding obligation of the Acquired Assets Company or the Inventory; (10) Except for the Purchased Contractsone of its Subsidiaries and, no Seller is a party to or bound by any non-competition, secrecy or confidentiality agreement relating to the Business knowledge of the Company, the valid and binding obligation of each other party thereto, except for such Company Disclosed Contract that, if not so valid and binding, could not, individually or the Acquired Assets or any other contract restricting its right to conduct the Business at any time, in any manner or at any place in the worldaggregate, or the expansion thereof to other geographical areas, customers, suppliers or lines of Business; and (11) No Seller is a party to any material contract or arrangement that under circumstances now foreseeable is likely reasonably be expected to have a Material Adverse Effect. (C) A true and correct copy Effect on the Company. Neither the Company nor any of each Contract (or, where they are oral, complete and correct written summaries thereof) has been delivered its Subsidiaries is or is alleged to the Buyer prior to the date hereof. To the best of Sellers' knowledge, each Contract is now valid and in full force and effect. None of the Sellers has breached or improperly terminated any such Contract, and neither the Sellers be nor, to the Sellers' knowledgeknowledge of the Company, is any third other party is thereto, in breach or violation of or in default under any such Contractin respect of, nor has there occurred an event or condition, that with the effect of which would have a Material Adverse Effect. To the best of Sellers' knowledge, there exists no condition or event which, after notice or lapse passage of time or giving of notice (or both), would constitute a material default under or permit the termination of, or give rise to or accelerate the timing of any such breachmaterial rights or penalties under, termination or default the effect of which would have a Material Adverse Effect. Except as set forth on Schedule 4.4, each such ------------ Contract to be assigned to the Buyer pursuant to this Agreement either is assignable to the Buyer without the consent of the other parties thereto or, with respect to any which may not be so assigned without such consents, the required consents are set forth in Schedule 4.4. ------------ 4.16Company Disclosed Contract.

Contracts. (A) Schedule 4.15 is an accurate list and summary description of all ------------- material contracts and agreements to which any of the Sellers is a party and relating primarily to the conduct of the Business (including, without limitation, joint venture agreements, employment contracts, loan agreements, bonds, mortgages, Liens, Encumbrances, pledges or other security agreements) (collectively, the "Contracts"). (B) Except as set forth on Schedule 4.15 or contracts related solely ------------- to the Seller's paging business, with regard to the operation of the Business: (1) No Seller is a party to any contract, purchase or sales orders out of the Ordinary Course of Business, or commitment relating primarily to the conduct of the Business or the ownership of the Acquired Assets or the Inventory that involves a dollar amount in excess of $25,000; (2) No Seller is a party to any employment contracts with any Employees; (3) No Seller is a party to any material contract with sales or other agents, brokers, franchisees, distributors or dealers relating primarily to the conduct of the Business or the ownership of the Acquired Assets or the Inventory; (4) No Seller is a party to any partnership or joint venture agreement; (5) No Seller is a party to any material lease or other occupancy or use agreements, oral or written, nor has any Seller granted any options, rights of first refusal or security or other interests in or relating to the Acquired Assets, the Inventory or the Business; (6) No Seller has any material agreements giving any party the right to renegotiate or require a reduction in price or refund of payments previously made in connection with the Business; (7) No Seller has any material agreements for the borrowing or lending of money with respect to the Business and none is a party to any; (8) No Seller has any material agreement for the sale of goods or services to any Governmental Authority; (9) No Seller has any agreement granting any Person a Lien or Encumbrance on any of the Acquired Assets or the Inventory; (10a) Except for this Agreement and any contract set forth in Section 3.19(a) of the Purchased ContractsGFI Disclosure Letter, no Seller neither GFI nor any GFI Subsidiary is a party to or bound by by, nor are any non-competitionof their respective assets, secrecy businesses or confidentiality operations party to, or bound or affected by, or receive benefits under: (i) any agreement relating to Indebtedness; (ii) any contracts under which GFI or any of the Business GFI Subsidiaries has advanced or loaned any Person any amounts in excess of $500,000; (iii) any material joint venture, partnership, limited liability company, shareholder, or other similar agreements or arrangements relating to the formation, creation, operation, management or control of any partnership, strategic alliance or joint venture; (iv) any material agreement relating to any strategic alliance, joint development, joint marketing, partnership or similar arrangement; (v) any agreement or series of related agreements, including any option agreement, relating to the acquisition or disposition of any business or real property (whether by merger, sale of stock, sale of assets or otherwise) for aggregate consideration in excess of $2,000,000; (vi) any material agreement with (A) any Person directly or indirectly owning, controlling or holding with power to vote, 5% or more of the outstanding voting securities of GFI or any GFI Subsidiary, (B) any Person 5% or more of the outstanding voting securities of which are directly or indirectly owned, controlled or held with power to vote by GFI or any GFI Subsidiary or (C) any current or former director or officer of GFI or any GFI Subsidiary related to voting Securities of GFI or any GFI Subsidiary; (vii) any agreement (including any exclusivity agreement) that purports to limit or restrict in any material respect either the type of business in which GFI or any GFI Subsidiary may engage or the Acquired Assets manner or locations in which any of them may so engage in any business or could require the disposition of any material assets or line of business of GFI or any other contract restricting its right GFI Subsidiary; (viii) any agreement with a non-solicitation or "most-favored-nations" pricing provision that purports to conduct the Business at any time, limit or restrict in any manner material respect GFI or at any place GFI Subsidiary; (ix) any agreement, other than such agreements entered into in the worldordinary course of business, under which (A) any Person (other than GFI or a GFI Subsidiary) has directly or indirectly guaranteed or provided an indemnity in respect of any liabilities, obligations or commitments of GFI or any GFI Subsidiary or (B) GFI or any GFI Subsidiary has directly or indirectly guaranteed or provided an indemnity in respect of liabilities, obligations or commitments of any other Person (other than GFI or a GFI Subsidiary) (in each case other than endorsements for the purpose of collection in a commercially reasonable manner consistent with industry practice), unless such guarantor or indemnity obligation is less than $1,000,000; (x) any other agreement or amendment thereto that would be required to be filed as an exhibit to any GFI SEC Document (as described in Items 601(b)(4) and 601(b)(10) of Regulation S-K under the Securities Act) that has not been filed as an exhibit to or incorporated by reference in the GFI SEC Documents filed prior to the date of this Agreement; (xi) any agreement under which GFI or any GFI Subsidiaries has granted any Person registration rights (including demand and piggy-back registration rights); (xii) any agreement that involves expenditures or receipts of GFI or any GFI Subsidiary in excess of $3,000,000 in the aggregate per year; (xiii) any material agreement with any Governmental Entity; (xiv) any material agreement between or among Affiliates of GFI; (xv) any Lease for the GFI Leased Real Property, and any other agreement that relates in any way to the occupancy or use of any of the GFI Leased Real Property; or (xvi) any agreement the termination or breach of which or the expansion thereof failure to other geographical areas, customers, suppliers or lines obtain consent in respect of Business; and (11) No Seller is a party to any material contract or arrangement that under circumstances now foreseeable is likely to have constitutes a Material Adverse Effect. (Cb) A true The agreements, commitments, arrangements and correct copy of each Contract (orplans, where they are whether written or oral, complete and correct written summaries thereoflisted or required to be listed in Section 3.19(a) has been delivered to the Buyer prior to the date hereof. To the best of Sellers' knowledge, each Contract is now valid and in full force and effect. None of the Sellers has breached or improperly terminated GFI Disclosure Letter together with the GFI License Agreements are referred to herein as the "GFI Contracts." Except as would not have a material impact on the respective businesses of GFI and the GFI Subsidiaries, (i) neither GFI nor any such Contract, and neither the Sellers norGFI Subsidiary is and, to the Sellers' knowledgeKnowledge of GFI, no other party is, in breach or violation of, or in default under, any third party is in default under any such GFI Contract, (ii) each GFI Contract is a valid and binding agreement of GFI or a GFI Subsidiary, as the effect case may be, enforceable in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors' rights or by general equity principles, (iii) to the Knowledge of GFI, no event has occurred which would have result in a Material Adverse Effect. To the best of Sellers' knowledgebreach or violation of, there exists no condition or event whicha default under, after any GFI Contract (in each case, with or without notice or lapse of time or both), would constitute any such breachand (iv) each GFI Contract (including all modifications and amendments thereto and waivers thereunder) is in full force and effect with respect to GFI or the GFI Subsidiaries, termination or default the effect of which would have a Material Adverse Effect. Except as set forth on Schedule 4.4applicable, each such ------------ Contract to be assigned and, to the Buyer pursuant to this Agreement either is assignable to the Buyer without the consent Knowledge of the other parties thereto orGFI, with respect to any which may not be so assigned without such consentsthe other parties thereto, the required consents are set forth in Schedule 4.4. ------------ 4.16and have been delivered or made available to CME.

Contracts. (Aa) Schedule 4.15 is an accurate list and summary description 5.10 identifies all of all ------------- material contracts and agreements to the following Contracts by which any of the Sellers Sold Assets are bound or affected or to which a Seller is a party or by which either Seller is bound in connection with the Specialty Plastics Business: (i) any Contract not made in the ordinary course involving aggregate consideration in excess of $100,000 and which cannot be cancelled without penalty or without more than 60 days’ notice; (ii) any Contract that requires Seller to purchase or sell a stated portion of the requirements or outputs of the Specialty Plastics Business or that contain “take or pay” provisions; (iii) any Contract for employment or personal services or with independent contractors or consultants which by its terms is not terminable without material cost or liability to Seller on notice of 60 days or less or any severance agreement; (iv) any supplier, dealer, distributor, sales agency, or brokerage Contract; (v) any Contract relating primarily to the lease or sale to or by others of any of real property; (vi) any Contract for capital expenditures in excess of $100,000; (vii) any Contract for the purchase or sale of materials or supplies or the performance of services other than purchase orders in the ordinary course that involves aggregate consideration of more than $100,000; (viii) any rebate arrangement or other similar Contract given to any customer or received from any supplier; (ix) any consignment, committed inventory, ledger balance inventory, or similar Contract with either a supplier or a customer; (x) any Contract restricting Sellers’ ability to conduct the Specialty Plastics Business or use any trade names that constitute Sold Assets in any place in the world or during any period of time; (xi) any Contract relating to indebtedness (including without limitation guarantees) that will not be satisfied or released as of the Business Closing Date; (includingxii) any Contract providing for indemnification of any Person or the assumption of any Tax, without limitationenvironmental, or other Liability of any Person; (xiii) any Contract relating to a joint venture agreementsor partnership; (xiv) any Contract that relates to the acquisition or disposition by either Seller or any other Person of any portion of the Specialty Plastics Business or a material amount of stock or assets, employment contracts, loan agreements, bonds, mortgages, Liens, Encumbrances, pledges or any real property used or held for use primarily in the Specialty Plastics Business; (xv) any Contract with or subcontract involving any Governmental Authority; (xvi) any Contract for the sale of any of the Sold Assets; or (xvii) any collective bargaining agreements or other security agreements) (collectivelyContracts with any labor union, the "Contracts")trade unions, trade associations or labor organizations. (Bb) A true and complete copy of each of the Sold Contracts listed on Schedule 2.01(c) has been made available to Buyers or their representatives. Except as set forth on Schedule 4.15 or contracts related solely ------------- to the Seller's paging business5.10, with regard to the operation as of the Business: (1) No Seller is a party to any contract, purchase or sales orders out of the Ordinary Course of Business, or commitment relating primarily to the conduct of the Business or the ownership of the Acquired Assets or the Inventory that involves a dollar amount in excess of $25,000; (2) No Seller is a party to any employment contracts with any Employees; (3) No Seller is a party to any material contract with sales or other agents, brokers, franchisees, distributors or dealers relating primarily to the conduct of the Business or the ownership of the Acquired Assets or the Inventory; (4) No Seller is a party to any partnership or joint venture agreement; (5) No Seller is a party to any material lease or other occupancy or use agreements, oral or written, nor has any Seller granted any options, rights of first refusal or security or other interests in or relating to the Acquired Assets, the Inventory or the Business; (6) No Seller has any material agreements giving any party the right to renegotiate or require a reduction in price or refund of payments previously made in connection with the Business; (7) No Seller has any material agreements for the borrowing or lending of money with respect to the Business and none is a party to any; (8) No Seller has any material agreement for the sale of goods or services to any Governmental Authority; (9) No Seller has any agreement granting any Person a Lien or Encumbrance on any of the Acquired Assets or the Inventory; (10) Except for the Purchased Contracts, no Seller is a party to or bound by any non-competition, secrecy or confidentiality agreement relating to the Business or the Acquired Assets or any other contract restricting its right to conduct the Business at any time, in any manner or at any place in the world, or the expansion thereof to other geographical areas, customers, suppliers or lines of Business; and (11) No Seller is a party to any material contract or arrangement that under circumstances now foreseeable is likely to have a Material Adverse Effect. (C) A true and correct copy of each Contract (or, where they are oral, complete and correct written summaries thereof) has been delivered to the Buyer prior to the date hereof. To the best of Sellers' knowledge, each Sold Contract is now valid and in full force and effect. None , and is a valid and binding agreement of the Sellers has breached or improperly terminated any Seller that is a party to such Contract, and neither the Sellers norSold Contract and, to the Sellers' knowledge, any third party is in default under any such Contract, the effect of which would have a Material Adverse Effect. To the best Knowledge of Sellers' knowledge, there exists each of the other parties thereto, enforceable by or against such Seller, and, to the Knowledge of Sellers, each of such other parties thereto, in accordance with its terms, subject to the General Enforceability Exceptions. Each Seller has performed and is performing all obligations required to be performed under the Sold Contracts in all material respects. Except as set forth on Schedule 5.10, no condition exists or event whichhas occurred, after with or without notice or lapse of time or both, that would constitute a material default by (i) either Seller under any such breach, termination Sold Contract or default the effect of which would have a Material Adverse Effect. Except as set forth on Schedule 4.4, each such ------------ Contract to be assigned (ii) to the Buyer pursuant to this Agreement either is assignable to the Buyer without the consent Knowledge of the Sellers, any other parties thereto or, with respect party to any which may not be so assigned without Sold Contract. To the Knowledge of Sellers, (i) no Sold Contract is subject to any impending cancellation and there are no material disputes pending or threatened under any Sold Contract and (ii) neither Seller is bound by any material commitments under any Sold Contract for the performance of services or delivery of products in connection with the Specialty Plastics Business that such consents, Seller is unable to perform or deliver in the required consents are set forth in Schedule 4.4. ------------ 4.16ordinary course of business.

Contracts. (Aa) Schedule 4.15 is an accurate list 3.13(a) of the Transferor Parties Disclosure Schedule contains a true and summary description complete list, as of all ------------- material contracts and agreements the date hereof, of the following Contracts to which any of the Sellers Transferred Company is a party and relating primarily to the conduct of the Business (includingeach, without limitation, joint venture agreements, employment contracts, loan agreements, bonds, mortgages, Liens, Encumbrances, pledges or other security agreements) (collectively, the "Contracts").a “Material Contract”): (Bi) Except as set forth on Schedule 4.15 any Contract for the provision of services providing for payment or contracts related solely ------------- to the Seller's paging business, with regard to the operation of the Business: (1) No Seller is a party to any contract, purchase or sales orders out of the Ordinary Course of Business, or commitment relating primarily to the conduct of the Business or the ownership of the Acquired Assets or the Inventory that involves a dollar amount consideration in excess of $25,000100,000; (2ii) No Seller is a party any Contract relating to Indebtedness of any employment contracts with any EmployeesTransferred Company; (3iii) No Seller is a party to any material contract with sales Contract for the granting or other agents, brokers, franchisees, distributors or dealers relating primarily to the conduct effectuation of the Business title to, or the ownership ownership, lease, use, sale, exchange or transfer of, any real or material personal property owned or leased by any Transferred Company as of the Acquired Assets or the Inventorydate hereof; (4iv) No Seller is any Contract (other than a party Transferor Plan) under which any Transferred Company would incur any change-in-control payment or similar obligations to any partnership Person, by reason of any Transaction Document or joint venture agreementthe consummation of any of the Transactions; (5v) No Seller is a party to any material lease non-competition or other occupancy non-solicitation Contract with any current or use agreementsformer member, oral officer, employee or written, nor has any Seller granted any options, rights consultant of first refusal or security or other interests in or relating to the Acquired Assets, the Inventory or the BusinessTransferred Companies; (6vi) No Seller any Contract under which any Transferred Company has advanced or loaned any amount to any Person involving aggregate payment or consideration in excess of $25,000 in any year, or $100,000 in the aggregate for all years, other than trade credit or expense reimbursement in the ordinary course of business of the Transferred Companies consistent with past practice; (vii) any joint venture, partnership or limited liability company Contract; (viii) any Contract which purports to limit or restrict, in any material agreements giving respect, the ability of any Transferred Company to enter into or engage in any market or line of business or establishes an exclusive sale or purchase obligation with respect to any product or any geographic location; (ix) any Contract for the sale, transfer or acquisition of any of the material assets, equity securities or businesses of any Transferred Company (other than sales, transfers or acquisitions that are part of the ordinary course of business of the Transferred Companies consistent with past practice) or for the grant to any Person of any preferential rights to purchase any of the assets, equity securities or businesses of any Transferred Company, in each case under which there are material outstanding obligations; (x) any Contract under which (A) any of the Transferred Companies grants to any third party the right to renegotiate use any material Owned Company Intellectual Property, other than non-exclusive licenses of Owned Company Intellectual Property entered into in the ordinary course of business consistent with past practice that do not materially impair the use of such Owned Company Intellectual Property by the Transferred Companies for the purposes for which it is currently used or require a reduction (B) any third party (including an Affiliate of any of the Transferred Companies) grants to any Transferred Company any right to any material Intellectual Property, other than those Contracts (x) relating primarily to commercially available off-the-shelf, non-customized software or (y) entered into in price the ordinary course of business consistent with past practice and involving payments of less than $50,000 (each of the Contracts under (A) or refund of payments previously made in connection with the Business(B), an “Intellectual Property Contract”); (7xi) No Seller any Contract for capital expenditures involving payments of more than $100,000 individually or in the aggregate, in each case under which there are material outstanding obligations; (xii) any Contract entered into in the past two years involving any resolution or settlement of any actual or threatened Action involving amounts in excess of $100,000 and which imposes material continuing obligations on any Transferred Company; (xiii) any Contract under which any Transferred Company has continuing material indemnification obligations to any material agreements for Person, involving aggregate payments or consideration in excess of $25,000 other than those that are part of the borrowing ordinary course of business of the Transferred Companies consistent with past practice, other than customary indemnification provisions under contracts with third party service providers; (xiv) any Contract with any labor union or lending association relating to any current or former employee of money with respect any Transferred Company; (xv) any custody, transfer agent, shareholder service, administrative, accounting and other similar Contracts to the Business and none which any Transferred Company is a party to anyproviding for aggregate payments or consideration in excess of $100,000 in any year; (8) No Seller has xvi) any material agreement Contract that provides for the sale earn-outs or other similar contingent obligations of goods or services to any Governmental AuthorityTransferred Company; (9xvii) No Seller has any agreement granting Contract with any Person a Lien client of the Transferred Companies that contains “key person” provisions pertaining to employees of any Transferred Company; (xviii) any Contract with any Governmental Authority (other than client agreements in the ordinary course of business of the Transferred Companies consistent with past practice); or (xix) any Contract (or Encumbrance on group of related agreements) that does not fall within items (i) through (xiii) of this Section 3.13(a) and the performance of which requires aggregate payments to or from any of the Acquired Assets Transferred Companies in excess of $100,000 per year that is not terminable with less than sixty (60) days’ notice or the Inventory; (10) Except for the Purchased Contracts, no Seller is a party to or bound by any non-competition, secrecy or confidentiality agreement relating otherwise material to the Business or the Acquired Assets or any other contract restricting its right to conduct the Business at any time, in any manner or at any place in the world, or the expansion thereof to other geographical areas, customers, suppliers or lines of Business; and (11) No Seller is a party to any material contract or arrangement that under circumstances now foreseeable is likely to have a Material Adverse EffectTransferred Companies. (Cb) A true and correct copy of each Contract (or, where they are oral, complete and correct written summaries thereof) has been delivered to the Buyer prior Prior to the date hereof, the Acquiror has been supplied with a true and complete copy of each written Material Contract. To the best of Sellers' knowledge, each Each Material Contract is now a valid and binding obligation of the Transferred Companies, as applicable, is in full force and effecteffect and is enforceable against the Transferred Companies, as applicable, and, to the Knowledge of the Transferor, against the other parties thereto, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other Laws relating to or affecting creditors’ rights generally and by general equitable principles. None of the Sellers has breached or improperly terminated any such Contract, and neither the Sellers nor, to the Sellers' knowledge, any third party Transferred Companies is in material breach, violation of or default under any such Material Contract. No event has occurred that, the effect of which would have a Material Adverse Effect. To the best of Sellers' knowledge, there exists no condition or event which, after with notice or lapse of time or both, would constitute any such a material breach, termination violation or default the effect of which would have a by any Transferred Company under any Material Adverse Effect. Except as set forth on Schedule 4.4Contract or, each such ------------ Contract to be assigned to the Buyer pursuant to this Agreement either is assignable to the Buyer without the consent of Transferor’s Knowledge, the other parties thereto or, with respect to any which may not be so assigned without such consents, the required consents are set forth in Schedule 4.4. ------------ 4.16thereto.

Contracts. (Aa) Section 4.15(a) of the Disclosure Schedule 4.15 is an sets forth a complete and accurate list of each Contract of the following types or having the following terms to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or its or their properties or assets is or may be bound as of the date hereof (collectively, the “Company Contracts”): (i) all Contracts providing for the employment, retention, bonus, severance or other service relationship with any current or former officer, director, employee, consultant or other person requiring compensation by the Company (the name, position or capacity and summary description rate of compensation of each such person and the expiration date of each such Contract being set forth in Section 4.15(a) of the Disclosure Schedule), to the extent there are continuing obligations of the Company or its Subsidiaries thereunder in excess of $50,000; (ii) all ------------- material contracts and agreements to Contracts (other than employment contracts) with any current or former officer, director, stockholder, employee, consultant, agent or other representative of the Company or any of its Subsidiaries or with an entity in which any of the Sellers foregoing is a party controlling person; (iii) (A) all instruments relating to indebtedness for borrowed money, any note, bond, deed of trust, mortgage, indenture or agreement to borrow money, and any agreement relating primarily to the conduct extension of credit or the granting of a Lien other than Permitted Liens, or (B) any Contract of guarantee of credit in favor of any Person or entity in excess of $100,000; (iv) all lease, sublease, rental, license or other Contracts under which the Company or any of its Subsidiaries is a lessor or lessee of any real property or the guarantee of any such lease, sublease, rental or other Contracts providing for lease or rental payments in excess of $100,000 per annum and a term of at least twelve (12) months; (v) all Contracts containing any covenant or provision limiting the freedom or ability of the Business Company or any of its Subsidiaries to engage in any line of business, engage in business in any geographical area or compete with any other Person or requiring exclusive dealings by the Company or any of its Subsidiaries; (vi) (A) all Contracts for the purchase of materials, inventory, supplies or equipment (including, without limitation, joint venture agreementscomputer hardware and Software), employment contractsor for the provision of services, loan agreementsinvolving annual payments of more than $100,000, bondscontaining any escalation, mortgagesrenegotiation or redetermination provisions, Liens, Encumbrances, pledges other than Contracts that are terminable within ninety (90) days without premium or other security agreements) (collectively, penalty to the "Contracts"). Company or any of its Subsidiaries; and (B) Except as set forth on Schedule 4.15 or contracts related solely ------------- to the Seller's paging businessnotwithstanding (A), all Contracts (i) with regard to the operation material customers of the Business: business of the Company or any of its Subsidiaries, (ii) for the sale by the Company or any of its Subsidiaries of materials, supplies, inventory or equipment (including, without limitation, computer hardware and Software), or (iii) for the provision of services by the Company or any of its Subsidiaries (including, without limitation, consulting services, data processing and management, and project management services), the performance of which will extend over a period of more than one (1) No Seller is a party to any contract, purchase or sales orders out of the Ordinary Course of Business, or commitment relating primarily to the conduct of the Business or the ownership of the Acquired Assets or the Inventory that involves a dollar amount year and involve consideration in excess of $25,000100,000; (2vii) No Seller is a party to any employment contracts with any Employees; (3) No Seller is a party to any material contract with sales or other agents, brokers, franchisees, distributors or dealers relating primarily to the conduct of the Business or the ownership of the Acquired Assets or the Inventory; (4) No Seller is a party to any all partnership or joint venture agreementContracts; (5viii) No Seller all Contracts or purchase orders relating to capital expenditures involving total payments by the Company and its Subsidiaries of more than $100,000 per year; (ix) all Contracts relating to licenses of Intellectual Property (whether the Company or any of its Subsidiaries is a party the licensor or licensee thereunder) material to any material lease or other occupancy or use agreements, oral or written, nor has any Seller granted any options, rights the business of first refusal or security or other interests in or the Company; (x) all Contracts relating to the Acquired Assets, the Inventory future disposition or the Businessacquisition of any business enterprise or any interest in any business enterprise; (6xi) No Seller has all Contracts between or among (A) the Company or any material agreements giving of its Subsidiaries, on the one hand, and (B) any party Stockholder (or Holder), such Stockholder’s Affiliate (or Holder’s Affiliate), or any Related Party (other than the right to renegotiate or require a reduction in price or refund of payments previously made in connection with Company), on the Businessother hand; (7xii) No Seller has any material agreements for the borrowing or lending of money with respect Contracts pertaining to the Business and none is a party to anyissuance of debt or equity of the Company or any of its Subsidiaries; (8) No Seller has any material agreement xiii) Contracts which are (A) outside the ordinary course of business for the purchase, acquisition, sale or disposition of goods any assets or services properties or (B) for the grant to any Governmental AuthorityPerson of any option or preferential rights to purchase any assets or properties; (9xiv) No Seller has any agreement granting any Person a Lien all engagement letters with clients of the Company or Encumbrance on any of its Subsidiaries under which any amount is or may become payable to the Acquired Assets Company or the Inventoryany of its Subsidiaries; (10xv) Except for all Contracts under which the Purchased Contracts, no Seller is a party to or bound by any non-competition, secrecy or confidentiality agreement relating to the Business or the Acquired Assets Company or any other contract restricting of its right Subsidiaries agrees to conduct the Business at indemnify any time, in any manner or at any place in the world, or the expansion thereof to other geographical areas, customers, suppliers or lines of BusinessPerson; and (11xvi) No Seller is a party to any material contract or arrangement that under circumstances now foreseeable is likely to have a Material Adverse Effectother Contract which involves consideration in excess of $100,000 per year. (Ci) A true Each Company Contract is legal, valid, binding and correct copy enforceable against the Company or the party to such Company Contract which is a Subsidiary of each Contract (orthe Company, where they are oralas the case may be, complete and correct written summaries thereof) has been delivered to the Buyer prior to Knowledge of the Company as of the date hereof. To the best of Sellers' knowledge, against each Contract other party thereto, and is now valid and in full force and effect. None of the Sellers has breached or improperly terminated any such Contract, and (ii) neither the Sellers Company nor any of its Subsidiaries nor, to the Sellers' knowledgeKnowledge of the Company as of the date hereof, any third party other party, is in default under any such Contractmaterial breach or default, the effect of and no event has occurred which would have a Material Adverse Effect. To the best of Sellers' knowledge, there exists no condition could constitute (with or event which, after without notice or lapse of time or both, would constitute any such breach, termination ) a material breach or default (or give rise to any right of termination, modification, cancellation or acceleration) or loss of any benefits under any Company Contract. (c) The Company has delivered to Parent complete and accurate copies of each Company Contract through the effect date hereof and there has been no material modification, waiver or termination of which would have a Material Adverse Effectany Company Contract or any material provision thereto through the date hereof. The Company is not contemplating as of the date hereof any modification, waiver or termination of any Company Contract. Except as set forth on Schedule 4.4Section 4.15(c) of the Disclosure Schedule, each such ------------ no Company Contract is terminable or cancelable as a result of the consummation of the transactions contemplated in this Agreement. (d) There are no non-competition or non-solicitation agreements or any similar agreements or arrangements that could restrict or hinder the operations or conduct of the business of the Company or any of its Subsidiaries or the use of its properties or assets or any “earn-out” agreements or arrangements (or any similar agreements or arrangements) to which any of the Stockholders (or Holders) or the Company or any of its Subsidiaries is a party or may be assigned to the Buyer subject or bound (other than this Agreement or pursuant to this Agreement either is assignable to the Buyer without the consent of the other parties thereto or, with respect to any which may not be so assigned without such consents, the required consents are set forth in Schedule 4.4. ------------ 4.16Agreement).

Contracts. Section 5.16 of the Company Disclosure Schedule and Section 5.20 of the Company Disclosure Schedule with respect to Company Government Contracts or Company Government Subcontracts list as of the date of this Agreement all written or oral contracts, agreements, guarantees, leases and executory commitments other than Plans (Aeach a “Contract”) Schedule 4.15 is an accurate list and summary description of all ------------- material contracts and agreements to which the Company or any of the Sellers its subsidiaries is a party and relating primarily to the conduct which fall within any of the Business following categories and which are not disclosed as “material contracts” in the Company SEC Documents: (includinga) joint venture, without limitation, joint venture partnership and like agreements, employment contractsother than those that are, loan agreementsindividually or in the aggregate, bonds, mortgages, Liens, Encumbrances, pledges or other security agreementsimmaterial; (b) (collectively, Contracts containing covenants purporting to limit the "Contracts"). (B) Except as set forth on Schedule 4.15 or contracts related solely ------------- to the Seller's paging business, with regard to the operation freedom of the Business: Company or any of its subsidiaries (1) No Seller is a party to any contractor that, purchase or sales orders out following the consummation of the Ordinary Course of BusinessTransactions, or commitment relating primarily to would materially restrict the conduct ability of the Business Surviving Corporation or the ownership its affiliates) to compete in any line of the Acquired Assets business in any geographic area or the Inventory that involves a dollar amount to hire any individual or group of individuals; (c) any Company Government Contract or Company Government Subcontract (as such terms are defined in Section 5.20), excluding Bids; (d) Contracts which contain minimum purchase conditions in excess of $25,000; 100,000 or requirements or other terms that restrict or limit the purchasing relationships of the Company or any of its subsidiaries, or any customer, licensee or lessee thereof; (2e) No Seller is a party Contracts relating to any employment contracts with any Employees; outstanding commitment for capital expenditures in excess of $250,000; (3f) No Seller is a party to any material contract with sales or other agents, brokers, franchisees, distributors or dealers relating primarily to the conduct of the Business or the ownership of the Acquired Assets or the Inventory; (4) No Seller is a party to any partnership or joint venture agreement; (5) No Seller is a party to any material lease or other occupancy or use agreements, oral or written, nor has any Seller granted any options, rights of first refusal or security or other interests in or Contracts relating to the Acquired Assetslease or sublease of or sale or purchase of real or personal property involving any annual expense or price in excess of $50,000 and not cancelable by the Company or its subsidiaries (without premium or penalty) within one month; (g) Contracts with any labor organization or union; (h) any Contract relating to indebtedness for borrowed money (whether incurred, assumed, guaranteed or secured by any asset) or under which the Inventory Company or any of subsidiary of the Business; Company has, directly or indirectly, made a loan, capital contribution to, or other investment in, any person (6other than in the Company or any Company subsidiary and other than (A) No Seller has extensions of credit in the ordinary course of business and (B) investments in marketable securities in the ordinary course of business); (i) Contracts involving annual revenues to the business of the Company in excess of 2.5% of the Company’s annual revenues; (j) any material agreements giving Contract pursuant to which the Company or any party the right of its subsidiaries is subject to renegotiate continuing indemnification or require a reduction in price “earn-out” obligations involving more than $75,000 per year; (k) Contracts with or refund of payments previously made in connection with the Business; (7) No Seller has any material agreements for the borrowing benefit of any shareholder or lending affiliate of money the Company and/or immediate family member thereof; (l) Contracts involving payments by the Company or its subsidiaries, in the aggregate, of more than $100,000 per year; (m) any Contract that contains restrictions with respect to payment of dividends or any other distribution in respect of the Business and none is a party to any; (8) No Seller has any material agreement for the sale of goods Company Common Stock or services to any Governmental Authority; (9) No Seller has any agreement granting any Person a Lien or Encumbrance on any of the Acquired Assets equity of the Company subsidiaries; (n) any other Contract involving in excess of $100,000 or the Inventory; (10) Except for the Purchased Contracts, no Seller that is a party to or bound by any non-competition, secrecy or confidentiality agreement relating otherwise material to the Business or the Acquired Assets Company and or any other contract restricting of its right to conduct the Business at any time, in any manner or at any place subsidiaries; and (o) Contracts not entered into in the world, or ordinary course of the expansion thereof to Company’s business other geographical areas, customers, suppliers or lines of Business; and (11) No Seller is a party to any than those that are not material contract or arrangement that under circumstances now foreseeable is likely to have a Material Adverse Effect. (C) A true and correct copy of each Contract (or, where they are oral, complete and correct written summaries thereof) has been delivered to the Buyer prior business of the Company or any of its subsidiaries. All such Contracts and all other contracts that are individually material to the date hereof. To business or operations of the best Company or any of Sellers' knowledge, each Contract is now its subsidiaries are valid and in full force and effect. None binding obligations of the Sellers has breached Company or improperly terminated any such Contract, and neither the Sellers norof its subsidiaries and, to the Sellers' knowledge, any third party is in default under any such Contractknowledge of the Company, the effect valid and binding obligation of each other party thereto, except such Contracts which if not so valid and binding would not, individually or in the aggregate, have a Material Adverse Effect. To None of the best Company or any of Sellers' knowledgeits subsidiaries nor, to the knowledge of the Company, any other party thereto is in violation of or in default in respect of, nor has there exists no occurred an event or condition or event which, after notice or lapse which with the passage of time or giving of notice (or both) would constitute a default under or permit the termination of, any Contract, except such violations or defaults under or terminations which, individually or in the aggregate, would constitute any such breach, termination or default the effect of which would not have a Material Adverse Effect. Except as set Set forth on Schedule 4.4, each such ------------ Contract to be assigned to the Buyer pursuant to this Agreement either is assignable to the Buyer without the consent in Section 5.16 of the other parties thereto or, with respect to any which may not be so assigned without such consents, Company Disclosure Schedule is the required consents are set forth in Schedule 4.4. ------------ 4.16amount of the annual premium currently paid by the Company for its directors’ and officers’ liability insurance.

Contracts. (a) Except for this Agreement, each Company Benefit Plan and the contracts filed as exhibits to the Company SEC Reports, Schedule 3.18(a) sets forth a list of all Material Contracts as of the date of this Agreement. For purposes of this Agreement, “Material Contract” means the following contracts that are currently in effect and to which the Company or any of its Subsidiaries is a party or by which the Company or its Subsidiaries is bound (other than Company Leases): (i) any material partnership, joint venture, limited liability company or other similar Contract (including any Contract providing for joint research, development or marketing, and excluding, for avoidance of doubt, reseller agreements and other commercial agreements that do not involve the formation of an entity with any third Person); (ii) any Contract that is material to the Company and its Subsidiaries, taken as a whole (A) Schedule 4.15 is an accurate list and summary description of all ------------- material contracts and agreements to which that restricts the Company, its Subsidiaries or any of their Affiliates from engaging in any line of business or obligates the Sellers is a party and relating primarily Company or any of its Subsidiaries not to the conduct compete with another Person in any line of the Business (includingbusiness or geographic territory, without limitation, joint venture agreements, employment contracts, loan agreements, bonds, mortgages, Liens, Encumbrances, pledges or other security agreements) (collectively, the "Contracts"). (B) Except as set forth that contains exclusivity obligations or exclusivity restrictions binding on Schedule 4.15 the Company or any of its Subsidiaries or that by its express terms would be binding on Parent or its Affiliates (including the Surviving Corporation) after the Effective Time, in the case of this clause (B), other than customary restrictions included in the Company’s contracts related solely ------------- with customers or vendors in the ordinary course of business or (C) that involves minimum requirements or contains any “most favored nation” provision or grants to any Person a right of first refusal or first offer or an option to purchase, acquire, sell or dispose of any property or assets of the Company or any of its Subsidiaries (other than inventory in the ordinary course of business); (iii) any settlement, consent order or similar Contract relating to the Seller's paging businessresolution of any Action pursuant to which the Company or any of its Subsidiaries have material obligations outstanding; (iv) any contract that is material to the Company and its Subsidiaries, taken as a whole, with regard any Governmental Entity; (v) any Contract currently in effect and 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 (other than those arrangements described in Item 601(b)(10)(iii) of Regulation S-K) with respect to the operation of Company and its Subsidiaries, taken as a whole, which, to date, has not yet been so reported and that is not required to be disclosed in the Business:Disclosure Schedules under this Section 3.18(a); (1vi) No Seller is a party any Contract that relates to any contract, purchase or sales orders out of the Ordinary Course of Business, or commitment relating primarily to the conduct of the Business or the ownership of the Acquired Assets or the Inventory that involves a dollar Indebtedness having an outstanding principal amount in excess of $25,00010,000,000 individually or $50,000,000 in the aggregate, other than (a) any Indebtedness between the Company and its Subsidiaries or (b) accounts receivables and payables in the ordinary course of business; (2vii) No Seller is a party since January 1, 2017, any Contract that involves the acquisition from another Person or disposition to another Person, directly or indirectly (by merger, license, asset purchase or otherwise), of (a) any employment contracts with any Employeesbusiness, business line, division of the Company or another Person after the date hereof other than in the ordinary course of business or (b) capital stock or other equity interests of another Person, in each case, for aggregate consideration under such Contract (or series of related Contracts) in excess of $25,000,000; (3viii) No Seller is a party to any material contract revenue-generating Contract with sales or other agents, brokers, franchisees, distributors or dealers relating primarily to the conduct any of the Business or the ownership twenty (20) largest customers of the Acquired Assets or Company and its Subsidiaries, determined on the Inventorybasis of annual recurring revenues attributable to such customers that have been received by the Company and its Subsidiaries, taken as a whole, for the fiscal year ended December 31, 2018 (each, a “Significant Customer”); (4ix) No Seller is any expenditure Contract with any of the twenty (20) largest vendors to the Company and its Subsidiaries, determined on the basis of expenditures by the Company and its Subsidiaries, taken as a party to any partnership or joint venture agreementwhole, for the fiscal year ended December 31, 2018 (each, a “Significant Vendor”); (5x) No Seller is a party any Contract (A) relating to any material lease debit or credit card used by any Person who has a Health Savings Account or other occupancy tax-advantaged account or use agreementsemployee benefit administered by the Company or any of its Subsidiaries, oral (B) with any bank or written, nor has investment partner relating to any Seller granted any options, rights of first refusal or security Health Savings Account or other interests tax advantaged account or employee benefit administered by the Company or any of its Subsidiaries or (C) that governs the custody of cash assets in a Health Savings Account or relating to other tax-advantaged account or employee benefit administered by the Acquired Assets, the Inventory Company or the Businessany of its Subsidiaries; (6xi) No Seller has any Contract between the Company or any of its Subsidiaries, 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, on the other hand, other than Company Benefit Plans; or (xii) Contracts pursuant to which another Person grants the Company or a Subsidiary a license, covenant not to assert or other similar immunity or authorization with respect to any other Person’s Intellectual Property Rights or Intellectual Property that are material to the business of the Company or any of its Subsidiaries, with the exception of (A) any non-exclusive licenses to commercially available software and cloud services and granted on standard terms with an annual or aggregate fee not in excess of $2,000,000, (B) licenses for Open Source Software, (C) confidentiality agreements giving any party and (D) backup licenses from employees and contractors granted in the right to renegotiate or require a reduction in price or refund ordinary course of payments previously made business in connection with the Business; (7) No Seller has any material agreements for the borrowing or lending of money with respect providing services to the Business and none is Company or a party to any; (8) No Seller has any material agreement for the sale of goods or services to any Governmental Authority; (9) No Seller has any agreement granting any Person a Lien or Encumbrance on any of the Acquired Assets or the Inventory; (10) Except for the Purchased Contracts, no Seller is a party to or bound by any non-competition, secrecy or confidentiality agreement relating to the Business or the Acquired Assets or any other contract restricting its right to conduct the Business at any time, in any manner or at any place in the world, or the expansion thereof to other geographical areas, customers, suppliers or lines of BusinessSubsidiary; and (11xiii) No Seller Contracts pursuant to which the Company or a Subsidiary grants another Person a license, covenant not to assert or other similar immunity or authorization with respect to Company Owned Intellectual Property Rights or Company Owned Intellectual Property where the rights granted are material to the business of the Company or any of its Subsidiaries, with the exception of (A) non-exclusive licenses granted to customers and potential customers (but solely, in such case, for evaluation purposes) in the ordinary course of business, (B) confidentiality agreements, and (C) non-exclusive licenses granted to consultants, contractors or vendors in the ordinary course of business for the sole purpose of the counterparty’s provision of products or services to the Company or its Subsidiaries. (b) As of the date hereof, each Material Contract is valid and binding on the Company and its Subsidiaries to the extent such Subsidiary is a party to any material contract or arrangement that under circumstances now foreseeable is likely to have a Material Adverse Effect. (C) A true thereto, as applicable, and correct copy of each Contract (or, where they are oral, complete and correct written summaries thereof) has been delivered to the Buyer prior to Knowledge of the date hereof. To the best of Sellers' knowledgeCompany, each Contract other party thereto, and is now valid and in full force and effecteffect and enforceable in accordance with its terms, except for such failures to be in full force and effect that would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, subject to the Enforceability Limitations. None of Except as would not reasonably be expected to be material to the Sellers has breached or improperly terminated any such ContractCompany and its Subsidiaries, and taken as a whole, neither the Sellers norCompany nor any of its Subsidiaries is in breach of or default under the terms of any Material Contract. Except as would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, to the Sellers' knowledgeKnowledge of the Company, no other party to any third party Material Contract is in breach or default under any the terms of such Material Contract, the effect of which would have a Material Adverse Effect. To the best of Sellers' knowledge, there exists no condition or event which, after notice or lapse of time or both, would constitute any such breach, termination or default the effect of which would have a Material Adverse Effect. Except as set forth on Schedule 4.4, each such ------------ Contract to be assigned to the Buyer pursuant to this Agreement either is assignable to the Buyer without the consent of the other parties thereto or, with respect to any which may not be so assigned without such consents, the required consents are set forth in Schedule 4.4. ------------ 4.16.

Contracts. (Aa) Section 4.15(a) of the Company Disclosure Schedule 4.15 is an accurate contains a true and complete list and summary description of all ------------- material contracts of the following Contracts (excluding Insurance Contracts and agreements Contracts which are the subject of Section 4.9) to which the Company or any of its Subsidiaries is a party or by or to which any of them or their assets or properties are bound or subject, as each such Contract may have been amended, modified or supplemented: (i) material partnership or joint venture Contracts; (ii) Contracts limiting the Sellers is a party and freedom or ability of the Company or any of its Subsidiaries to engage in any line of business, engage in business in any geographical area or compete with any other Person; (iii) Contracts in any individual case involving amounts in excess of $100,000 relating primarily to the conduct borrowing of money, or the Business (direct or indirect guaranty of any obligation for borrowed money, or Contracts to service the repayment of borrowed money or any other obligation or liability in respect of indebtedness for borrowed money of any other Person, including, without limitation, joint venture agreementsany Contract relating to (A) the maintenance of compensating balances, employment contracts(B) any lines of credit, loan agreements(C) the advance of any funds to any other Person outside the ordinary course of business, bonds(D) the payment for property, mortgagesproducts or services that are not conveyed, Liensdelivered or rendered to any such party or (E) any obligation to keep-well, Encumbrancesmake-whole or maintain working capital or earnings or perform similar requirements; (iv) lease, pledges sublease, rental, licensing, use or similar Contracts with respect to personal property providing for annual rental, license, or use payments in any individual case in excess of $100,000 or the guaranty of any such lease, sublease, rental or other security agreementsContracts; (v) Contracts (collectivelyA) outside the ordinary course of business for the purchase, acquisition, sale or disposition of any assets or properties or (B) for the "Contracts"grant to any Person (excluding the Company or its Subsidiaries) of any option or preferential rights to purchase any assets or properties; (vi) employment Contracts with any current or former officer, director or employee providing in any individual case for compensation of $50,000 or more per annum (the name, position or capacity and rate of compensation of each such Person and the expiration date of each such Contract being accurately set forth in Section 4.15(a) of the Company Disclosure Schedule); (vii) Contracts (other than employment Contracts and other than Employee Programs) with any current or former officer, director, any Person known by the Company to be a beneficial owner of 5% or more of the outstanding shares of Company Common Stock, employee or consultant, or, to the knowledge of the Company, with an entity in which any of the foregoing is a controlling person; (viii) Contracts pursuant to which in any individual case there is either a current or future obligation of the Company or any of its Subsidiaries to make payments of more than $100,000 annually (other than Contracts relating to investments in the ordinary course of business and other than leases of real property); (ix) Contracts under which the Company or any of its Subsidiaries agrees to indemnify any Person or to share Tax liability of any Person (other than commercial contracts entered into in the ordinary course of business consistent with past practice which include incidental indemnification obligations on the part of the Company or one of its Subsidiaries); and (x) any other Contract material to the business of the Company or any of its Subsidiaries (for purposes of this clause (x), a Contract shall be deemed to be material if it would be required to be filed as an exhibit to a report filed by the Company with the SEC pursuant to Item 601 of Regulation S-K promulgated by the SEC). (Bb) Except as The Company has heretofore delivered or made available to the Parent true and complete copies of all of the Material Contracts set forth on Schedule 4.15 or contracts related solely ------------- in Section 4.15(a) of the Company Disclosure Schedule. Each of the Material Contracts is a valid and binding obligation of the Company and the Subsidiaries party thereto and, to the Seller's paging business, with regard to the operation knowledge of the Business: (1) No Seller Company, is a party to any contract, purchase or sales orders out valid and binding obligation of the Ordinary Course of Business, or commitment relating primarily to the conduct of the Business or the ownership of the Acquired Assets or the Inventory that involves a dollar amount in excess of $25,000; (2) No Seller is a party to any employment contracts with any Employees; (3) No Seller is a party to any material contract with sales or other agents, brokers, franchisees, distributors or dealers relating primarily to the conduct of the Business or the ownership of the Acquired Assets or the Inventory; (4) No Seller is a party to any partnership or joint venture agreement; (5) No Seller is a party to any material lease or other occupancy or use agreements, oral or written, nor has any Seller granted any options, rights of first refusal or security or other interests in or relating to the Acquired Assets, the Inventory or the Business; (6) No Seller has any material agreements giving any party the right to renegotiate or require a reduction in price or refund of payments previously made in connection with the Business; (7) No Seller has any material agreements for the borrowing or lending of money with respect to the Business and none is a party to any; (8) No Seller has any material agreement for the sale of goods or services to any Governmental Authority; (9) No Seller has any agreement granting any Person a Lien or Encumbrance on any of the Acquired Assets or the Inventory; (10) Except for the Purchased Contracts, no Seller is a party to or bound by any non-competition, secrecy or confidentiality agreement relating to the Business or the Acquired Assets or any other contract restricting its right to conduct the Business at any timePerson party thereto, in any manner or at any place in the world, or the expansion thereof to other geographical areas, customers, suppliers or lines of Business; and (11) No Seller and is a party to any material contract or arrangement that under circumstances now foreseeable is likely to have a Material Adverse Effect. (C) A true and correct copy of each Contract (or, where they are oral, complete and correct written summaries thereof) has been delivered to the Buyer prior to the date hereof. To the best of Sellers' knowledge, each Contract is now valid and in full force and effecteffect enforceable against the parties thereto in accordance with its terms. None Except as specified in Section 4.15(a) of the Sellers has breached Company Disclosure Schedule, (i) none of the Company or improperly terminated any such Contractof its Subsidiaries is in breach or violation of, and neither the Sellers nor, to the Sellers' knowledgeor default under, any third party is of the Material Contracts, except for such breaches, violations and defaults as would not be reasonably likely to have, individually or in default under any such Contractthe aggregate, the effect of which would have a Material Adverse Effect. To Effect and (ii) no consent by the best other Person party to any of Sellers' knowledge, there exists no condition or event which, after notice or lapse of time or both, would constitute any such breach, termination or default the effect of which would have a Material Adverse Effect. Except as set forth on Schedule 4.4, each such ------------ Contract to be assigned Contracts to the Buyer pursuant to this Agreement either is assignable transfer of such Material Contracts from the Company to the Buyer without the consent Surviving Corporation by operation of Law as a result of the other parties thereto or, with respect to any which may not be so assigned without such consents, the required consents are set forth in Schedule 4.4. ------------ 4.16Merger is required.

Contracts. (A) Section 4.12 of the Disclosure Schedule 4.15 is an sets forth a complete and accurate list and summary description of all ------------- material contracts and agreements of the following Contracts to which any of the Sellers Seller Entity is a party and relating primarily to the conduct of the Business (including, without limitation, joint venture agreements, employment contracts, loan agreements, bonds, mortgages, Liens, Encumbrances, pledges or other security agreements) (collectively, the "Contracts"). (B) Except as set forth on Schedule 4.15 or contracts related solely ------------- to the Seller's paging business, with regard to the operation of the Businessby which it is bound: (1a) No Contracts for the sale of any of the assets of any Seller is a party Entity other than in the ordinary course of business or for the grant to any contractPerson of any preferential rights to purchase any of such assets other than in the ordinary course of business; (b) Contracts for joint ventures, partnerships or sharing of profits or proprietary information; (c) Contracts containing covenants not to compete in any line of business or with any Person in any geographical area or not to solicit or hire any Person with respect to employment or covenants of any other Person not to compete with the Seller in any line of business or in any geographical area or not to solicit or hire any Person with respect to employment except, with respect to covenants not to solicit or hire, for any such Contracts in the ordinary course with customers and suppliers; (d) Contracts relating to the acquisition (by merger, purchase of stock or sales orders out assets or otherwise) of the Ordinary Course of Business, any operating business or commitment relating primarily to the conduct of the Business material assets or the ownership capital stock of the Acquired Assets any other Person; (e) Contracts evidencing Indebtedness (whether incurred, assumed, guaranteed or the Inventory that involves secured by any Asset); (f) any Contract under which any Seller Entity is required to provide continuing indemnification or a dollar amount guarantee of obligations of any Person in excess of $25,0005,000; (2g) No any Contract under which any Seller is a party Entity has advanced or loaned any amount to any employment contracts with any Employeesof its managers, directors or executive officers; (3h) No any Contract between any Seller is a party to Entity, on the one hand, and any material contract with sales of their respective managers, directors or executive officers, on the other agentshand, brokers, franchisees, distributors or dealers relating primarily to other than the conduct of the Business or the ownership of the Acquired Assets or the InventoryEmployment Contracts; (4i) No Seller is a party Contracts required to any partnership or joint venture agreementbe listed in Section 4.11(c) of the Disclosure Schedule; (5j) No Seller is a party to any material lease or other occupancy or use agreements, oral or written, nor has any Seller granted any options, rights of first refusal or security or other interests in or relating to the Acquired Assets, the Inventory or the Businesscollective bargaining Contracts; (6k) No Contracts with customers or suppliers of any Seller has any material agreements giving any party the right to renegotiate or require a reduction Entity that involve payments in price or refund excess of payments previously made in connection with the Business$10,000 per year; (7l) No Seller has any material agreements for the borrowing or lending of money Any Contract with respect to the Business and none is a party to any; (8) No Seller has any material agreement for the sale of goods or services to any Governmental Authority; (9m) No any Contract under which any Seller has Entity is obligated to make any agreement granting any Person a Lien capital commitment or Encumbrance on any expenditure in excess of the Acquired Assets or the Inventory$5,000; (10n) Except Contracts for the Purchased Contractsstorage, no treatment, disposal, recycling, investigation, removal or remediation of Hazardous Substances; (o) Contracts providing for indemnification of any officer or director of a Seller is a party to or bound by Entity, other than any non-competitionexisting directors’ and officers’ insurance policy and as provided in organizational documents of such Seller Entity, secrecy or confidentiality agreement relating to the Business or the Acquired Assets or any other contract restricting its right to conduct the Business at any time, as currently in any manner or at any place in the world, or the expansion thereof to other geographical areas, customers, suppliers or lines of Businesseffect; and (11p) No Seller is other Contracts (other than those listed in clauses (a) through (n) of this Section 4.12 and other than the Employment Contracts) (A) with a party to any material contract or arrangement that under circumstances now foreseeable is likely to have a Material Adverse Effect. (C) A true and correct copy of each Contract (or, where they are oral, complete and correct written summaries thereof) has been delivered to the Buyer prior to term longer than 90 days from the date hereofhereof that involve payments by any Seller Entity in excess of $10,000 per year; or (B) with a term of less than one (1) year from the date hereof that involve payments by any Seller Entity in excess of $10,000, that are not terminable without liability, premium or penalty on less than 30 days’ notice. To Except as set forth in Section 4.12 of the best of Sellers' knowledgeDisclosure Schedule, and assuming due authorization, execution and delivery by the other parties thereto, each Contract listed in Section 4.12 of the Disclosure Schedule, each Employment Contract and each Lease listed in Section 4.9(a) of the Disclosure Schedule is now valid and is binding on each Seller Entity party thereto and, to Seller’s Knowledge, each other party thereto and is in full force and effect. None Except as set forth in Section 4.12 of the Sellers has breached or improperly terminated any such ContractDisclosure Schedule, and neither the Sellers no Seller Entity, nor, to the Sellers' knowledgeSeller’s Knowledge, any third other party thereto is in default or breach in any material respect under the terms of, nor has any Seller Entity received any notice of any material default or breach under, any such ContractContract or Lease, and no event or circumstance has occurred that, with the effect of which would have a Material Adverse Effect. To the best of Sellers' knowledge, there exists no condition or event which, after notice or lapse passage of time or the giving of notice or both, would constitute a material default thereunder or would permit material modification, acceleration, or termination of any such breachContract or Lease or the loss of any material benefit thereunder. Seller has delivered or made available to Parent true, termination or default the effect correct and complete copies of which would have a Material Adverse Effect. Except as set forth on Schedule 4.4, each such ------------ Contract to be assigned to the Buyer pursuant to this Agreement either is assignable to the Buyer without the consent all Contracts listed in Section 4.12 of the other parties thereto orDisclosure Schedule and of all Employment Contracts, together with respect to any which may not be so assigned without such consents, the required consents are set forth in Schedule 4.4. ------------ 4.16all amendments thereto.

Contracts. (Aa) Section 3.12(a) of the Company Disclosure Schedule 4.15 is an accurate list and summary description lists (under the appropriate subsection) each of all ------------- material the following legally binding written or oral contracts and agreements to which the Company or any of the Sellers Subsidiary is a party (such contracts and relating primarily agreements being the “Material Contracts”): (i) each contract and agreement for the purchase or lease of personal property with any supplier or for the furnishing of services to the conduct Company or any Subsidiary with payments greater than $50,000 per year; (ii) all broker, exclusive dealing or exclusivity, distributor, dealer, manufacturer’s representative, franchise, agency, sales promotion, market research, marketing, consulting and advertising contracts and agreements to which the Company or any Subsidiary is a party or any other contract that compensates any person based on any sales by the Company or any Subsidiary, other than any contracts or agreements entered into prior to October 2001 that are terminable for convenience (subject to any applicable notice period) and that, to the Company’s knowledge, are currently inactive; (iii) all leases and subleases of real property; (iv) all contracts and agreements relating to indebtedness other than trade indebtedness of the Business Company or any Subsidiary, including any contracts and agreements in which the Company or any Subsidiary is a guarantor of indebtedness; (v) all contracts and agreements with any Governmental Entity to which the Company or any Subsidiary is a party; (vi) all contracts and agreements that limit or purport to limit the ability of the Company or any Subsidiary to compete in any line of business or with any person or in any geographic area or during any period of time; (vii) all contracts and agreements between or among the Company or any Subsidiary and any stockholder of the Company or any Subsidiary or any affiliate of such person; (viii) all contracts and agreements relating to the voting and any rights or obligations of a stockholder of the Company or any Subsidiary; (ix) all contracts to manufacture for, supply to or distribute to any third party any products or components, that contemplate an exchange of consideration with an aggregate value greater than $50,000; (x) all contracts regarding the acquisition, issuance or transfer of any securities and each contract affecting or dealing with any securities of the Company or any Subsidiary, including, without limitation, joint venture any restricted stock agreements or escrow agreements, employment contracts, loan agreements, bonds, mortgages, Liens, Encumbrances, pledges or other security agreements) (collectively, the "Contracts"). (B) Except as set forth on Schedule 4.15 or contracts related solely ------------- to the Seller's paging business, with regard to the operation of the Business: (1) No Seller is a party to any contract, purchase or sales orders out of the Ordinary Course of Business, or commitment relating primarily to the conduct of the Business or the ownership of the Acquired Assets or the Inventory that involves a dollar amount in excess of $25,000; (2xi) No Seller is a party to all contracts providing for indemnification of any employment contracts with officer, director, employee or agent of the Company or any EmployeesSubsidiary; (3xii) No Seller is a party all contracts related to any material contract with sales or regarding the performance of consulting, advisory or other agents, brokers, franchisees, distributors or dealers relating primarily to similar services by any third party (other than any such contracts that (i) contemplate an exchange of consideration with an aggregate value less than $1,000 per annum and (ii) where the conduct services performed did not include the development of the Business or the ownership of the Acquired Assets or the InventoryCompany Intellectual Property (as defined in Section 3.14)); (4xiii) No Seller is all other contracts not otherwise required to be disclosed or specifically excluded from disclosure pursuant to this Section 3.12 that have a party to term of more than 60 days and that may not be terminated by the Company or any partnership Subsidiary, without penalty, within 30 days after the delivery of a termination notice by the Company or joint venture agreementany Subsidiary; (5xiv) No Seller is a party to any material lease agreement of the Company or other occupancy any Subsidiary not otherwise required to be disclosed or use agreements, oral specifically excluded from disclosure pursuant to this Section 3.12 that is terminable upon or written, nor has any Seller granted any options, rights prohibits assignment or a change of first refusal ownership or security or other interests in or relating to control of the Acquired Assets, the Inventory or the BusinessCompany; (6xv) No Seller has any material agreements giving any party the right to renegotiate all other contracts and agreements, whether or require a reduction in price or refund of payments previously not made in connection the ordinary course of business, that contemplate an exchange of consideration with the Business; (7) No Seller has any material agreements for the borrowing or lending of money with respect to the Business and none is a party to any; (8) No Seller has any material agreement for the sale of goods or services to any Governmental Authority; (9) No Seller has any agreement granting any Person a Lien or Encumbrance on any of the Acquired Assets or the Inventory; (10) Except for the Purchased Contracts, no Seller is a party to or bound by any non-competition, secrecy or confidentiality agreement relating to the Business or the Acquired Assets or any other contract restricting its right to conduct the Business at any time, in any manner or at any place in the world, or the expansion thereof to other geographical areas, customers, suppliers or lines of Businessan aggregate value greater than $50,000; and (11xvi) No Seller is a party to any material contract agreement of guarantee, assumption or arrangement that under circumstances now foreseeable is likely to have a Material Adverse Effectendorsement of, or any similar commitment with respect to, the obligations, liabilities (whether accrued, absolute, contingent or otherwise) or indebtedness of any person other than software licenses or professional services contracts or reseller or distribution agreements entered into in the ordinary course of business. (Cb) A true and correct copy of each Each Material Contract (ori) is valid and binding on the Company or a Subsidiary, where they are oralas the case may be, complete and correct written summaries thereof) has been delivered and, to the Buyer prior to knowledge of the date hereof. To Company, on the best of Sellers' knowledgeother parties thereto, each Contract and is now valid and in full force and effect. None , and (ii) to the knowledge of the Sellers has breached Company, upon consummation of the transactions contemplated by this Agreement, shall continue in full force and effect without penalty or improperly terminated other adverse consequence. Neither the Company nor any such ContractSubsidiary is in breach or violation of, and neither the Sellers noror default under, any Material Contract and, to the Sellers' knowledge of the Company, no other party to any Material Contract is in breach or violation thereof or default thereunder. (c) The Company has delivered or made available to Parent accurate and complete copies of all Material Contracts identified in Section 3.12(a) of the Company Disclosure Schedule, including all amendments thereto. Section 3.12(a) of the Company Disclosure Schedule provides an accurate description of the terms of each Material Contract that is not in written form. (d) To the Company’s knowledge, any third party is in default under any such Contractno event has occurred, the effect of which would have a Material Adverse Effect. To the best of Sellers' knowledgeand no circumstance or condition exists, there exists no condition that (with or event which, after without notice or lapse of time time) will, or bothcould reasonably be expected to, would constitute any such breach(i) result in a breach or violation of, termination or default under, any Material Contract, resulting in damages of greater than $10,000 (ii) give any entity the effect right to declare a default, seek damages in an amount greater than $10,000 or exercise any other non-monetary remedy under any Material Contract, (iii) give any entity the right to accelerate the maturity orperformance of which would have a any Material Adverse Effect. Except as set forth on Schedule 4.4Contract or (iv) give any entity the right to cancel, each such ------------ Contract to be assigned to the Buyer pursuant to this Agreement either is assignable to the Buyer without the consent of the other parties thereto or, with respect to terminate or modify any which may not be so assigned without such consents, the required consents are set forth in Schedule 4.4. ------------ 4.16Material Contract.

Contracts. (Aa) Except as otherwise disclosed in this Schedule 4.15 5.14 to this Agreement, ENERGY is not a party to any: (i) contracts with any current or former officer, director, employee, consultant, agent or other representative having more than three (3) months to run from the date hereof or providing for an accurate list and summary description obligation to pay and/or accrue compensation of all ------------- material $100,000 or more per annum, or providing for the payment of fees or other consideration in excess of $100,000 in the aggregate to any officer or director of ENERGY, or to any other entity in which ENERGY has an interest; (ii) contracts and agreements to which for the purchase or sale of equipment or services that contain an escalation, renegotiation or re-determination clause or that can be cancelled without liability, premium or penalty only on ninety (90) days’ or more notice; (iii) contracts for the sale of any of its assets or properties or for the Sellers is a party and grant to any person of any preferential rights to purchase any of its assets or properties; (iv) contracts (including with limitation, leases of real property) calling for an aggregate purchase price or payments in any one year of more than $100,000 in any one case (or in the aggregate, in the case of any related series of contracts); (v) contracts relating primarily to the conduct acquisition by ENERGY of any operating business of, or the Business disposition of any operating business by, any other person; (vi) executory contracts relating to the disposition or acquisition of any investment or of any interest in any person; (vii) joint venture contracts or agreements; (viii) contracts under which ENERGY agrees to indemnify any party, other than in the ordinary course of business or in amounts in excess of $100,000, or to share tax liability of any party; (ix) contracts containing covenants of ENERGY 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 ENERGY in any line of business or in any geographical area; (x) contracts relating to the making of any loan by ENERGY; (xi) contracts relating to the borrowing of money by ENERGY or the direct or indirect guarantee by ENERGY of any obligation for, or an agreement by ENERGY to service, the repayment of borrowed money, or any other contingent obligations in respect of indebtedness of any other Person, including, without limitation, joint venture agreements, employment contracts, loan agreements, bonds, mortgages, Liens, Encumbrances, pledges or other security agreements: (A) (collectively, the "Contracts").any contract with respect to lines of credit; (B) Except as set forth on Schedule 4.15 any contract to advance or contracts related solely ------------- to the Seller's paging business, with regard to the operation of the Business: (1) No Seller is a party supply funds to any contract, purchase or sales orders out other person other than in the ordinary course of the Ordinary Course of Business, or commitment relating primarily to the conduct of the Business or the ownership of the Acquired Assets or the Inventory that involves a dollar amount in excess of $25,000business; (2C) No Seller is a party any contract to pay for property, products or services of any employment contracts with any Employeesother person even if such property, products or services are not conveyed, delivered or rendered; (3D) No Seller is a party any keep-well, make-whole or maintenance of working capital or earnings or similar contract; or (E) any guarantee with respect to any material contract with sales or other agents, brokers, franchisees, distributors or dealers relating primarily to the conduct of the Business or the ownership of the Acquired Assets or the Inventory; (4) No Seller is a party to any partnership or joint venture agreement; (5) No Seller is a party to any material lease or other occupancy or use agreements, oral or written, nor has any Seller granted any options, rights of first refusal or security or other interests in or relating similar periodic payments to the Acquired Assets, the Inventory or the Business; (6) No Seller has any material agreements giving any party the right to renegotiate or require a reduction in price or refund of payments previously be made in connection with the Business; (7) No Seller has any material agreements for the borrowing or lending of money with respect to the Business and none is a party to any; (8) No Seller has any material agreement for the sale of goods or services to any Governmental Authority; (9) No Seller has any agreement granting any Person a Lien or Encumbrance on any of the Acquired Assets or the Inventory; (10) Except for the Purchased Contracts, no Seller is a party to or bound by any non-competition, secrecy or confidentiality agreement relating to the Business or the Acquired Assets or any other contract restricting its right to conduct the Business at any time, in any manner or at any place in the world, or the expansion thereof to other geographical areas, customers, suppliers or lines of Businessperson; and (11xii) No Seller is a party contracts for or relating to computers, computer equipment, computer software or computer services; or (xiii) any other material contract whether or arrangement that under circumstances now foreseeable is likely to have a Material Adverse Effectnot made in the ordinary course of business. (C) A true and correct copy of each Contract (or, where they are oral, complete and correct written summaries thereof) has been delivered to the Buyer prior to the date hereof. To the best of Sellers' knowledge, each Contract is now valid and in full force and effect. None of the Sellers has breached or improperly terminated any such Contract, and neither the Sellers nor, to the Sellers' knowledge, any third party is in default under any such Contract, the effect of which would have a Material Adverse Effect. To the best of Sellers' knowledge, there exists no condition or event which, after notice or lapse of time or both, would constitute any such breach, termination or default the effect of which would have a Material Adverse Effect. Except as set forth on Schedule 4.4, each such ------------ Contract to be assigned to the Buyer pursuant to this Agreement either is assignable to the Buyer without the consent of the other parties thereto or, with respect to any which may not be so assigned without such consents, the required consents are set forth in Schedule 4.4. ------------ 4.16

Contracts. (Aa) Schedule 4.15 is an accurate Section 4.14 of the Company Disclosure Letter sets forth a list and summary description of all ------------- material contracts and agreements of the following Contracts to which the Company or any of the Sellers its Subsidiaries is a party or is bound by and relating primarily to the conduct that remain in effect as of the Business (including, without limitation, joint venture agreements, employment contracts, loan agreements, bonds, mortgages, Liens, Encumbrances, pledges or other security agreements) date hereof (collectively, the "“Material Contracts").”): (Bi) Except as set forth on Schedule 4.15 any Advisory Contract or contracts related solely ------------- to the Seller's paging business, with regard to the operation of the Business:Strategic Financing Agreement; (1ii) No Seller any Contract relating to (x) the engagement of any financial institution (other than with any rating agency, trustee or routine service provider) in respect of engagements not yet completed or (y) the warehousing of securities, in each case, in connection with the formation or offering of any securities of any CDO the closing of which has not yet occurred under which it is a party reasonably likely that the Company or any of its Subsidiaries has any continuing material obligations; (iii) any Contract for the purchase of any data, assets, material or equipment, other than any such Contract entered into in the ordinary course of business or in an amount not exceeding $250,000 annually; (iv) any other Contract under which the Company and its Subsidiaries have paid or are required to any contract, purchase or sales orders out of the Ordinary Course of Business, or commitment relating primarily to the conduct of the Business or the ownership of the Acquired Assets or the Inventory that involves a dollar amount pay in excess of $25,000250,000 annually; (2v) No Seller is a party to any employment contracts with any Employees; (3) No Seller is a party to any material contract with sales or other agents, brokers, franchisees, distributors or dealers relating primarily to the conduct of the Business or the ownership of the Acquired Assets or the Inventory; (4) No Seller is a party to any partnership or joint venture agreement; (5) No Seller is a party to any material lease or other occupancy or use agreements, oral or written, nor has any Seller granted any options, rights of first refusal or security or other interests in or relating to the Acquired Assets, the Inventory or the Business; (6) No Seller has any material agreements giving any party the right to renegotiate or require a reduction in price or refund of payments previously made in connection with the Business; (7) No Seller has any material agreements for the borrowing or lending of money with respect to the Business and none is a party to any; (8) No Seller has any material agreement Contract for the sale of goods all or services to any Governmental Authoritymaterial assets of the Company or any of its Subsidiaries other than in the ordinary course of business; (9vi) No Seller any Contract relating to the acquisition (by merger, purchase of stock or assets or otherwise) by the Company or any of its Subsidiaries of any operating business or material assets or the capital stock or other equity interests of any other Person; (vii) any partnership, strategic alliance, sharing of profits or joint venture agreements or other similar Contracts; (viii) any Contracts containing covenants of the Company or any of its Subsidiaries 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 or any of its Subsidiaries in any line of business or in any geographical area; (ix) any Contract relating to Debt of the Company or any of its Subsidiaries; (x) any Contracts, excluding any Benefit Plan, with any (A) current officer, director, stockholder or Affiliate of the Company or any of its Subsidiaries or (B) any former officer, director, stockholder or Affiliate of the Company or any of its Subsidiaries pursuant to which the Company or any of its Subsidiaries has any agreement granting material continuing obligations thereunder; (xi) any Person Contracts with any labor union or association representing any Employee of the Company or any of its Subsidiaries; (xii) any Contracts imposing a Lien or Encumbrance (other than Permitted Liens) on any of the Acquired Assets assets of the Company or the Inventory; any of its Subsidiaries; (10xiii) Except for the Purchased any Contracts, no Seller is a party to or bound by excluding any non-competitionBenefit Plan, secrecy or confidentiality agreement relating to under which the Business or the Acquired Assets Company or any other contract restricting of its right to conduct the Business at any time, in any manner Subsidiaries has made advances or at any place in the world, or the expansion thereof to other geographical areas, customers, suppliers or lines of Business; and (11) No Seller is a party loans to any material contract or arrangement that under circumstances now foreseeable is likely to have a Material Adverse Effect. (C) A true and correct copy of each Contract (or, where they are oral, complete and correct written summaries thereof) has been delivered to the Buyer prior to the date hereof. To the best of Sellers' knowledge, each Contract is now valid and in full force and effect. None of the Sellers has breached or improperly terminated any such Contract, and neither the Sellers nor, to the Sellers' knowledge, any third party is in default under any such Contract, the effect of which would have a Material Adverse Effect. To the best of Sellers' knowledge, there exists no condition or event which, after notice or lapse of time or both, would constitute any such breach, termination or default the effect of which would have a Material Adverse Effect. Except as set forth on Schedule 4.4, each such ------------ Contract to be assigned to the Buyer pursuant to this Agreement either is assignable to the Buyer without the consent of the other parties thereto or, with respect to any which may not be so assigned without such consents, the required consents are set forth in Schedule 4.4. ------------ 4.16Person;

Contracts. (Aa) Schedule 4.15 is an accurate 4.06(a) sets forth a list and summary description of all ------------- material contracts and agreements of the following Contracts to which the Company is a party or by which it is bound or to which Seller or any of its Affiliates is a party to the extent primarily related to the Facility (such Contracts required to be listed on Schedule 4.06(a), whether or not actually listed, the “Material Contracts”): (i) any Contract requiring payments, either individually or in the aggregate, in excess of $50,000 per annum; (ii) any Contract under which it has created, incurred, assumed or guaranteed any Debt; (iii) any Contract for the purchase or sale of equipment or services in excess of $50,000; (iv) any Contract concerning a partnership or joint venture; (v) any Contract containing exclusivity, noncompetition or nonsolicitation provisions or that would otherwise prohibit or restrict the Company from freely engaging in business anywhere in the world or prohibiting or limiting the solicitation of the employees or contractors of any other Person; (vi) any Contract requiring the Company to purchase or sell a stated portion of the requirements or outputs of the business or that contain “take or pay” provisions; (vii) any Contract with any Governmental Authority; (viii) any Contract for the employment of any individual on a full-time, part-time, consulting or other basis providing annual compensation in excess of $50,000 or providing severance benefits; (ix) any Contract granting to any Person rights to purchase any of the Sellers is assets, Interests or business of the Company (other than this Agreement); (x) any Contract terminable by the other party upon a party change of control of the Company; (xi) any Contract under which the Company has advanced or loaned any amount to any Person other than advances to directors, officers and employees in the Ordinary Course; (xii) any Contract relating primarily to any surety bond or letter of credit required to be maintained by the Company; (xiii) any Contract granting any power of attorney with respect to the conduct affairs of the Business Company; and (includingxiv) any Contract between the Company, without limitationon the one hand, joint venture agreementsand Seller or any of its Affiliates (other than the Company), employment contractson the other hand. (b) Seller has made available to Purchaser copies of, loan agreementsor access to, bonds, mortgages, Liens, Encumbrances, pledges or other security agreements) true and complete copies of all Material Contracts (collectively, the "Contracts"as amended to date). (Bc) Except as set forth on Schedule 4.15 4.06(c) hereto, each Material Contract is a legal, valid and binding obligation of the Company, Seller or contracts related solely ------------- an Affiliate, as applicable, and, to the Knowledge of Seller's paging business, the other parties thereto, enforceable against the Company, Seller or an Affiliate, as applicable, and, to the Knowledge of Seller, the other parties thereto in all material respects in accordance with their respective terms, except as the same may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and general equitable principles regardless of whether considered in a proceeding at law or in equity. (d) Neither the Company nor, to the Knowledge of Seller, any other party to a Material Contract is in breach or default thereunder, and to the Knowledge of Seller, no event has occurred that, with regard lapse of time, notice or action by a third party, would constitute a breach or default, or permit termination, modification or acceleration, under any Material Contract to which the Company is a party or by which it is bound or to which its assets or property is subject. No party has repudiated any material provision of the Material Contracts. (e) Schedule 4.06(e) sets forth a list of the Contracts to which Seller or any of its Affiliates is a party that (i) are not primarily related to the Facility and (ii) are necessary to enable the operation of the Business: Facility (1) No Seller is a party to any contract, purchase or sales orders out of collectively the Ordinary Course of Business, or commitment relating primarily to the conduct of the Business or the ownership of the Acquired Assets or the Inventory that involves a dollar amount in excess of $25,000; (2) No Seller is a party to any employment contracts with any Employees; (3) No Seller is a party to any material contract with sales or other agents, brokers, franchisees, distributors or dealers relating primarily to the conduct of the Business or the ownership of the Acquired Assets or the Inventory; (4) No Seller is a party to any partnership or joint venture agreement; (5) No Seller is a party to any material lease or other occupancy or use agreements, oral or written, nor has any Seller granted any options, rights of first refusal or security or other interests in or relating to the Acquired Assets, the Inventory or the Business; (6) No Seller has any material agreements giving any party the right to renegotiate or require a reduction in price or refund of payments previously made in connection with the Business; (7) No Seller has any material agreements for the borrowing or lending of money with respect to the Business and none is a party to any; (8) No Seller has any material agreement for the sale of goods or services to any Governmental Authority; (9) No Seller has any agreement granting any Person a Lien or Encumbrance on any of the Acquired Assets or the Inventory; (10) Except for the Purchased “Shared Contracts, no Seller is a party to or bound by any non-competition, secrecy or confidentiality agreement relating to the Business or the Acquired Assets or any other contract restricting its right to conduct the Business at any time, in any manner or at any place in the world, or the expansion thereof to other geographical areas, customers, suppliers or lines of Business; and (11) No Seller is a party to any material contract or arrangement that under circumstances now foreseeable is likely to have a Material Adverse Effect”). (C) A true and correct copy of each Contract (or, where they are oral, complete and correct written summaries thereof) has been delivered to the Buyer prior to the date hereof. To the best of Sellers' knowledge, each Contract is now valid and in full force and effect. None of the Sellers has breached or improperly terminated any such Contract, and neither the Sellers nor, to the Sellers' knowledge, any third party is in default under any such Contract, the effect of which would have a Material Adverse Effect. To the best of Sellers' knowledge, there exists no condition or event which, after notice or lapse of time or both, would constitute any such breach, termination or default the effect of which would have a Material Adverse Effect. Except as set forth on Schedule 4.4, each such ------------ Contract to be assigned to the Buyer pursuant to this Agreement either is assignable to the Buyer without the consent of the other parties thereto or, with respect to any which may not be so assigned without such consents, the required consents are set forth in Schedule 4.4. ------------ 4.16

Contracts. As of the date of this Agreement, Section 3.17 to the Office Depot Disclosure Schedule lists all contracts, agreements, guarantees, leases and executory commitments (Aeach a “Contract”) Schedule 4.15 is an accurate list and summary description of all ------------- material contracts and agreements other than Office Depot Plans or Office Depot Foreign Plans to which Office Depot or any of the Sellers its subsidiaries is a party and relating primarily that fall within any of the following categories: (a) Contracts (other than Contracts that fall within any of the categories set forth in clauses (b) through (h) below) not entered into in the ordinary course of business other than those that are not material to the conduct business of the Business Office Depot and its subsidiaries, taken as a whole, (including, without limitation, b) joint venture and partnership agreements, employment contracts(c) Contracts containing covenants limiting, loan agreements, bonds, mortgages, Liens, Encumbrances, pledges or other security agreements) (collectivelypurporting to limit, the "Contracts"). freedom of Office Depot or its subsidiaries to compete in any line of business in any geographic area or to hire any individual or group of individuals, (Bd) Except as set forth on Schedule 4.15 or contracts related solely ------------- to the Seller's paging business, with regard to the operation of the Business: (1) No Seller is a party to any contract, Contracts which contain minimum purchase or sales orders out of the Ordinary Course of Business, or commitment relating primarily to the conduct of the Business or the ownership of the Acquired Assets or the Inventory that involves a dollar amount conditions in excess of $25,000; 25,000,000 with respect to inventory purchases by Office Depot or its subsidiaries for resale, and in excess of $5,000,000 with respect to other purchase obligations by Office Depot or its subsidiaries, or Contracts that otherwise restrict or limit, or purport to restrict or limit, the purchasing relationships of Office Depot or its affiliates, (2e) No Seller is a party Contracts relating to any employment contracts with any Employees; outstanding commitment for capital expenditures by Office Depot or its subsidiaries in excess of $15,000,000, (3f) No Seller is a party to any material contract with sales indentures, mortgages, promissory notes, loan agreements or other agentsguarantees of borrowed money made by Office Depot or its subsidiaries in excess of $15,000,000, brokers, franchisees, distributors letters of credit issued on behalf of Office Depot or dealers relating primarily to the conduct of the Business its subsidiaries or the ownership of the Acquired Assets or the Inventory; (4) No Seller is a party to any partnership or joint venture agreement; (5) No Seller is a party to any material lease or other occupancy or use agreements, oral or written, nor has any Seller granted any options, rights of first refusal or security or other interests in or relating to the Acquired Assets, the Inventory or the Business; (6) No Seller has any material agreements giving any party the right to renegotiate or require a reduction in price or refund of payments previously made in connection with the Business; (7) No Seller has any material agreements commitments for the borrowing or the lending of money amounts by Office Depot or its subsidiaries in excess of $15,000,000 or providing for the creation of any charge, security interest, encumbrance or lien upon any of the assets of Office Depot or its subsidiaries with respect an aggregate value in excess of $15,000,000, (g) Contracts related to the Business acquisition or disposition of assets or stock providing for “earn-outs” payable by Office Depot or its subsidiaries involving more than $15,000,000 in the aggregate over the term of the Contract from and none after the date of this Agreement and (h) Contracts with or for the benefit of any affiliate of Office Depot or immediate family member thereof (other than subsidiaries of Office Depot) involving more than $5,000,000 in the aggregate per affiliate. All such Contracts and all contracts to which Office Depot or its subsidiaries is a party to any; (8) No Seller has any material agreement for the sale of goods or services to any Governmental Authority; (9) No Seller has any agreement granting any Person a Lien or Encumbrance on any of the Acquired Assets or the Inventory; (10) Except for the Purchased Contracts, no Seller is a party to or bound by any non-competition, secrecy or confidentiality agreement relating and which involve annual revenues to the Business business of Office Depot and its subsidiaries in excess of 1% of Office Depot’s consolidated annual revenues (each, a “Material Office Depot Contract”) are (assuming due authorization, execution and delivery by each other party thereto) valid and binding obligations of Office Depot or its subsidiaries, as applicable, and, to the Acquired Assets knowledge of Office Depot, the valid and binding obligation of each other party thereto, except where the failure to be valid and binding would not, individually or any other contract restricting its right to conduct the Business at any time, in any manner or at any place in the worldaggregate, or the expansion thereof to other geographical areas, customers, suppliers or lines of Business; and (11) No Seller is a party to any material contract or arrangement that under circumstances now foreseeable is likely reasonably be expected to have a Material Adverse Effect. (C) A true and correct copy of each Contract (or, where they are oral, complete and correct written summaries thereof) has been delivered to the Buyer prior to the date hereofEffect on Office Depot. To the best of Sellers' knowledge, each Contract is now valid and in full force and effect. None of the Sellers has breached or improperly terminated any such Contract, and neither the Sellers Neither Office Depot nor its subsidiaries nor, to the Sellers' knowledgeknowledge of Office Depot, any third other party thereto is in violation of or in default in respect of, nor has there occurred an event or condition which with the passage of time or giving of notice (or both) would constitute a default under or permit the termination of, any Material Office Depot Contract except for such Contractviolations or defaults under or terminations which, individually or in the effect of which aggregate, would not reasonably be expected to have a Material Adverse EffectEffect on Office Depot. To Office Depot has not entered into any confidentiality or standstill agreements that will, by their terms, terminate upon the best execution of Sellers' knowledge, there exists no condition or event which, after notice or lapse of time or both, would constitute any such breach, termination or default the effect of which would have a Material Adverse Effect. Except as set forth on Schedule 4.4, each such ------------ Contract to be assigned to the Buyer pursuant to this Agreement either is assignable to or the Buyer without the consent public announcement of the other parties thereto or, with respect to any which may not be so assigned without such consents, the required consents are set forth in Schedule 4.4. ------------ 4.16Transactions.

Contracts. (A) Schedule 4.15 is an accurate list and summary description of all ------------- material contracts and agreements to which any of the Sellers is a party and relating primarily to the conduct of the Business (including, without limitation, joint venture agreements, employment contracts, loan agreements, bonds, mortgages, Liens, Encumbrances, pledges or other security agreements) (collectively, the "Contracts"). (B) Except as set forth on Schedule 4.15 or contracts related solely ------------- to the Seller's paging business, with regard to the operation of the Business: (1) No Seller is a party to any contract, purchase or sales orders out of the Ordinary Course of Business, or commitment relating primarily to the conduct of the Business or the ownership of the Acquired Assets or the Inventory that involves a dollar amount in excess of $25,000; (2) No Seller is a party to any employment contracts with any Employees; (3) No Seller is a party to any material contract with sales or other agents, brokers, franchisees, distributors or dealers relating primarily to the conduct of the Business or the ownership of the Acquired Assets or the Inventory; (4) No Seller is a party to any partnership or joint venture agreement; (5) No Seller is a party to any material lease or other occupancy or use agreements, oral or written, nor has any Seller granted any options, rights of first refusal or security or other interests in or relating to the Acquired Assets, the Inventory or the Business; (6) No Seller has any material agreements giving any party the right to renegotiate or require a reduction in price or refund of payments previously made in connection with the Business; (7) No Seller has any material agreements for the borrowing or lending of money with respect to the Business and none is a party to any; (8) No Seller has any material agreement for the sale of goods or services to any Governmental Authority; (9) No Seller has any agreement granting any Person a Lien or Encumbrance on any of the Acquired Assets or the Inventory; (10a) Except for this Agreement, as of the Purchased Contractsdate hereof, no Seller none of the Company or any of its Subsidiaries is a party to or bound by (i) any nonContract that would be required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-competitionK under the Securities Act (other than a Benefit Plan), secrecy (ii) any Contract containing covenants binding upon the Company or confidentiality any of its Subsidiaries that restricts the ability of the Company or any of its Affiliates to compete in any business or in any geographic area, (iii) any Contract with respect to a joint venture, limited liability company or partnership agreement relating or other similar agreement or arrangement, or to the Business formation, creation or operation, management or control of any partnership or joint venture, in each case, with any Person who is not an Affiliate of the Acquired Assets Company, (iv) any Contract that limits or prohibits the payment of dividends or distributions in respect of the capital stock of the Company or any of its Subsidiaries, prohibits the pledging of capital stock of the Company or any of its Subsidiaries or prohibits the issuance of guarantees by the Company or any of its Subsidiaries (other contract restricting than pursuant to applicable Law or Order), (v) any Contract which provides for any guarantee of third party obligations, other than any guarantees by the Company of its right Subsidiaries’ obligations or guarantees by the Subsidiaries of the Company of the Company’s obligations, (vi) any Contract or series of Contracts which relate to conduct an acquisition, divestiture, merger or similar transaction and which contains representations, covenants, indemnities or other obligations (including indemnification, “earn-out” or other contingent obligations) that are still in effect (other than this Agreement and confidentiality agreements in connection with any potential acquisition, divestiture, merger or similar transaction), or (vii) any Contract which provides for material payments to be made by the Business at Company or any timeof its Subsidiaries upon a change in control thereof (other than a Benefit Plan), in any manner or at any place except in the world, case of clauses (i) through (vii) for any (A) such Contract that may be cancelled without material penalty by the Company or the expansion thereof any of its Subsidiaries upon notice of one hundred and twenty (120) days or less and (B) information technology Contract. Each such Contract described in clauses (i) through (vii) is referred to other geographical areas, customers, suppliers or lines of Business; andherein as a “Material Contract.” (11b) No Seller Each of the Material Contracts is a valid and binding on the Company and each of its Subsidiaries party to any material contract or arrangement that under circumstances now foreseeable is likely to have a Material Adverse Effect. (C) A true and correct copy of each Contract (orthereto and, where they are oral, complete and correct written summaries thereof) has been delivered to the Buyer prior to Knowledge of the date hereof. To the best of Sellers' knowledgeCompany, each Contract other party thereto and is now valid and in full force and effect. None of the Sellers has breached , except for such failures to be valid and binding or improperly terminated any such Contract, to be in full force and neither the Sellers nor, to the Sellers' knowledge, any third party is in default under any such Contract, the effect of which would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. To There is no default under any Material Contract by the best Company or any of Sellers' knowledgeits Subsidiaries, there exists or to the Knowledge of the Company, by any other party to any such Material Contract, and no condition or event which, after notice or has occurred that with the lapse of time or both, the giving of notice or both would constitute a default thereunder by the Company or any such breachof its Subsidiaries or, termination to the Knowledge of the Company, any other party thereto, in each case except as would not, individually or default in the effect of which would aggregate, reasonably be expected to have a Company Material Adverse Effect. Except as set forth on Schedule 4.4Since September 30, each such ------------ 2014 through the date hereof, no party to any Material Contract has given the Company or any of its Subsidiaries written notice of its intention to be assigned cancel, terminate, materially change the scope of rights under or fail to renew any Material Contract and neither the Company nor any of its Subsidiaries, nor to the Buyer pursuant to this Agreement either is assignable to the Buyer without the consent Knowledge of the Company, any other parties thereto or, with respect party to any which may not be so assigned without such consentsMaterial Contract, the required consents are set forth has repudiated in Schedule 4.4. ------------ 4.16writing any material provision thereof.

Contracts. (Aa) Schedule 4.15 is an accurate list There have been made available to Parent true, correct and summary description complete copies of all ------------- material of the following contracts and agreements to which Company or any of its Subsidiaries is a party or by which any of the Sellers them is a party and relating primarily to the conduct of the Business (including, without limitation, joint venture agreements, employment contracts, loan agreements, bonds, mortgages, Liens, Encumbrances, pledges or other security agreements) bound (collectively, the "Material Contracts"). ): (i) contracts with any current officer or director of the Company or any of its Subsidiaries; (ii) contracts (A) for the sale of any of the material assets of the Company or any of its Subsidiaries, other than contracts entered into in the ordinary course of business, or (B) Except as set forth on Schedule 4.15 for the grant to any person of any preferential rights to purchase any of its material assets; (iii) contracts which restrict the Company or any of its Subsidiaries from competing in any line of business or with any person in any geographical area in any material manner or which restrict any other person from competing with the Company or any of its Subsidiaries in any line of business or in any geographical area in any material manner; (iv) contracts related solely ------------- that have a "change of control" provision or that require the consent of or notice to any third party prior to consummation of the transactions contemplated by this Agreement; (v) indentures, credit agreements, security agreements, mortgages, guarantees, promissory notes, letters of credit, hedging obligations, capitalized lease obligations, take or pay contracts and other contracts relating to the Seller's paging businessborrowing of money; (vi) contracts between the Company or any of its Subsidiaries, with regard to on the operation one hand, and the Majority Stockholder and any of its Affiliates (other than the Business: Company and its Subsidiaries), on the other hand; (1vii) No Seller is a party to any contract, agreements involving the purchase of goods or sales orders out of the Ordinary Course of Business, or commitment relating primarily to the conduct of the Business or the ownership of the Acquired Assets or the Inventory that involves a dollar amount services involving annual payments in excess of $25,000; (2) No Seller is a party to any employment contracts with any Employees; (3) No Seller is a party to any material contract with sales 500,000 or other agents, brokers, franchisees, distributors or dealers relating primarily to the conduct of the Business or the ownership of the Acquired Assets or the Inventory; (4) No Seller is a party to any partnership or joint venture agreement; (5) No Seller is a party to any material lease or other occupancy or use agreements, oral or written, nor has any Seller granted any options, rights of first refusal or security or other interests in or relating to the Acquired Assets, the Inventory or the Business; (6) No Seller has any material agreements giving any party the right to renegotiate or require a reduction in price or refund of payments previously made in connection with the Business; (7) No Seller has any material agreements for the borrowing or lending of money with respect to the Business and none is a party to any; (8) No Seller has any material agreement for involving the sale of goods or services involving annual payments in excess of $2,500,000; (viii) all joint venture agreements, and (ix) all other agreements, contracts or instruments that are material to any Governmental Authority;the Company and its Subsidiaries taken as a whole. (9b) No Seller has any agreement granting any Person All of the Material Contracts are in full force and effect and are the legal, valid and binding obligations of the Company and/or its Subsidiaries, enforceable against them in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors' rights and remedies generally and to general principles of equity (regardless of whether enforcement is sought in a Lien proceeding at law or Encumbrance on in equity). Except as set forth in Section 3.14 of the Company Disclosure Letter, neither the Company nor any of the Acquired Assets its Subsidiaries is in breach or the Inventory; (10) Except for the Purchased Contractsdefault in any material respect under any Material Contract nor, no Seller is a party to or bound by any non-competition, secrecy or confidentiality agreement relating to the Business or Knowledge of the Acquired Assets or Company, is any other contract restricting its right to conduct the Business at any time, in any manner or at any place in the world, or the expansion thereof to other geographical areas, customers, suppliers or lines of Business; and (11) No Seller is a party to any Material Contract in breach or default thereunder in any material contract respect, except for such breaches or arrangement defaults that under circumstances now foreseeable is likely have not had and could not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (Cc) A true Except as described in Section 3.14(c) of the Company Disclosure Letter, there are no contracts, arrangements, understandings, or other legally enforceable obligations between the Company and correct copy its Subsidiaries, on the one hand, and the Majority Stockholder and any of each Contract its Affiliates (orother than the Company and its Subsidiaries), where they are oralon the other hand, complete and correct written summaries thereof) has been delivered to the Buyer prior to or amounts accrued thereunder as of the date hereof. To . (d) Neither the best Company nor any of Sellers' knowledge, each Contract is now valid and in full force and effect. None of the Sellers its Subsidiaries has breached or improperly terminated any such Contract, and neither the Sellers nor, obligation to the Sellers' knowledge, any third party is in default under any such Contract, the effect of which would have a Material Adverse Effect. To the best of Sellers' knowledge, there exists no condition or event which, after notice or lapse of time or both, would constitute any such breach, termination or default the effect of which would have a Material Adverse Effect. Except as set forth on Schedule 4.4, each such ------------ Contract to be assigned to the Buyer Core Laboratories N.V. pursuant to this that certain Agreement either is assignable to the Buyer without the consent and Plan of the other parties thereto orMerger dated January 18, with respect to any which may not be so assigned without such consents, the required consents are set forth in Schedule 4.4. ------------ 4.161999.

Contracts. (Aa) Section 3.18(a) of the Disclosure Schedule 4.15 (with paragraph references corresponding to those set forth below) contains a list of each of the following Contracts to which Target is an accurate list and summary description of all ------------- material contracts and agreements to a party or by which any of the Sellers their respective assets and properties is a party and relating primarily to the conduct bound as of the Business (including, without limitation, joint venture agreements, employment contracts, loan agreements, bonds, mortgages, Liens, Encumbrances, pledges or other security agreements) (collectively, the "Contracts"). (B) Except as set forth on Schedule 4.15 or contracts related solely ------------- to the Seller's paging business, with regard to the operation date of the Businessthis Agreement: (1i) No Seller is all Contracts (excluding Target Employee Plans) providing for a party to any contract, purchase commitment of employment or sales orders out of the Ordinary Course of Business, or commitment relating primarily to the conduct of the Business or the ownership of the Acquired Assets or the Inventory that involves a dollar amount in excess of $25,000consulting services; (2ii) No Seller is a party to any employment contracts all Contracts with any Employeesperson containing any provision or covenant prohibiting or limiting the ability of Target to engage in any business activity or compete with any person or prohibiting or limiting the ability of any person to compete with Target; (3iii) No Seller is a party to any material contract with sales or other agents, brokers, franchisees, distributors or dealers relating primarily to the conduct of the Business or the ownership of the Acquired Assets or the Inventory; (4) No Seller is a party to any all partnership or joint venture agreements; (iv) all Contracts relating to Indebtedness; (v) all Contracts providing for (A) the future disposition or acquisition of any assets and properties, other than dispositions or acquisitions in the ordinary course of business, and (B) any merger or other business combination; (vi) all Contracts between or among Target, on the one hand, and any shareholders of Target or any Affiliate of any shareholders of Target; (vii) all Contracts that (A) limit or contain restrictions on the ability of Target to declare or pay dividends on, to make any other distribution in respect of or to issue or purchase, redeem or otherwise acquire its capital stock, to incur Indebtedness, to incur or suffer to exist any Encumbrance, to purchase or sell any assets and properties, to change the lines of business in which it participates or engages or to engage in any merger or other business combination or (B) require Target to maintain specified financial ratios or levels of net worth or other indicia of financial condition; (viii) any collective bargaining agreement; (5ix) No Seller is a party to any material lease or other occupancy or use all licensing agreements, oral or written, nor has any Seller granted any options, rights of first refusal or security or other interests in or relating to the Acquired Assets, the Inventory or the Business; (6) No Seller has any material agreements giving any party the right to renegotiate or require a reduction in price or refund of payments previously made in connection with the Business; (7) No Seller has any material agreements for the borrowing or lending of money with respect to the Business and none is a party to any; (8) No Seller has any material agreement for the sale of goods or services to any Governmental Authority; (9) No Seller has any agreement granting any Person a Lien or Encumbrance on any of the Acquired Assets or the Inventory; (10) Except for the Purchased Contracts, no Seller is a party to or bound by any non-competition, secrecy or confidentiality agreement relating to the Business or the Acquired Assets or any other contract restricting its right to conduct the Business at any time, in any manner or at any place in the world, or the expansion thereof to other geographical areas, customers, suppliers or lines of Business; and (11x) No Seller is a party all other Contracts that (A) involve the payment or potential payment, pursuant to the terms of any material contract such Contract, by or arrangement that under circumstances now foreseeable is likely to have a Material Adverse EffectTarget of more than ten thousand ($10,000) and (B) cannot be terminated within one hundred eighty (180) days after giving notice of termination without resulting in any cost or penalty to Target. (Cb) A true Target has previously delivered to Acquiror a true, correct and correct complete copy of each written Contract listed in Section 3.18(a) of the Disclosure Schedule, (oras amended to date) and a written summary setting forth the terms and conditions of each oral agreement referred to in Section 3.18(a) of the Disclosure Schedule; each such Contract constitutes the entire agreement between Target, where they are oralon the one hand, complete and correct written summaries thereofthe other party(ies) to such Contract, on the other hand; no such Contract has been delivered to modified or amended in any respect; and no party has repudiated any provision of any Contract. Each Contract disclosed in Section 3.18(a) of the Buyer prior to the date hereof. To the best of Sellers' knowledge, each Contract Disclosure Schedule is now valid and in full force and effect. None of the Sellers has breached or improperly terminated any such Contracteffect and constitutes a legal, valid and binding agreement, enforceable in accordance with its terms, and neither the Sellers Target, nor, to the Sellers' knowledgeKnowledge of Target, any third other party to such Contract is in violation of or default under any such Contract, the effect of which would have a Material Adverse Effect. To the best of Sellers' knowledge, there exists no condition Contract (or event which, after with notice or lapse of time or both, would constitute be in violation of or material default under any such breachContract). (c) No party to any Contract has communicated to Target or Target any intention to cancel, termination withdraw, modify or default amend such contract, agreement or arrangement whether by reason of the effect of which would have a Material Adverse Effect. Except as set forth on Schedule 4.4, each such ------------ Contract to be assigned to the Buyer pursuant to transactions contemplated by this Agreement either is assignable to the Buyer without the consent of the other parties thereto or, with respect to any which may not be so assigned without such consents, the required consents are set forth in Schedule 4.4. ------------ 4.16or otherwise.

Contracts. (Aa) Section 4.13(a) of the Disclosure Schedule 4.15 is an accurate list and summary description lists all of all ------------- material the following contracts and agreements or agreements, whether written or oral, to which any member of the Company Group is a party and which are in effect on the date hereof or bind any assets or properties of the Company Group as of the date hereof, other than any lease agreements for Leased Real Property (which are addressed in Section 4.10): (i) any contract or agreement requiring a capital expenditure by any member of the Company Group in excess of $1,000,000 in any calendar year; (ii) any contract or agreement requiring known or liquidated expenditures or payments to or from any member of the Company Group in excess of $5,000,000 in any calendar year (the current calendar year being pro rated from the date hereof), other than those that can be terminated without material penalty by such member of the Company Group upon not more than one hundred twenty (120) days’ notice; (iii) any contract or agreement that restricts or limits the ability of any member of the Company Group to compete in any line of business with any Person, or within any geographic area or would so limit Buyer and its affiliates after Closing, or that contains exclusivity obligations binding on any member of the company Group or that would so bind the Buyer and its affiliates after Closing; (iv) any contract or agreement under which any member of the Company Group has (1) created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) Indebtedness for borrowed money, (2) granted a Lien on its assets, whether tangible or intangible, to secure such Indebtedness for borrowed money or (3) extended credit to any Person other than credit extended to customers in the ordinary course of business consistent with past practice; (v) any contract or agreement between or among a member or members of the Company Group, on the one hand, and any of the Sellers or their Affiliates (other than any member of the Company Group and other than contracts set forth on Section 4.16 of the Disclosure Schedule), on the other hand; and (vi) any contract or agreement between any member of the Company Group and any other Person establishing any joint venture, strategic alliance or other collaboration or similar arrangement that is a party and relating primarily material to the conduct business of the Business Company Group involving a sharing of profits, losses, costs or liabilities with any other Person; (includingvii) any contract, without limitation, joint venture agreement or series of related contracts or agreements, employment contractsincluding any option agreement, loan agreementsobligating any member of the Company Group to acquire or dispose of any business, bondsa material amount of stock or assets of any other Person or any material real property (whether by merger, mortgagessale of stock, Liens, Encumbrances, pledges sale of assets or other security agreements) (collectively, the "Contracts"otherwise).; and (Bviii) any contract or agreement relating to any interest rate, derivatives or hedging transaction. All contracts and agreements required to be set forth in Section 4.13 of the Disclosure Schedule are referred to herein as “Material Contracts.” (b) Except as set forth on Schedule 4.15 or contracts related solely ------------- in Section 4.13(b) of the Disclosure Schedule, (i) subject to the Seller's paging businessRemedies Exception, with regard to each Material Contract is in full force and effect and is the operation legal, valid and binding obligation of the Business: (1) No Seller member of the Company Group that is a party to any contractsuch Material Contract and, purchase or sales orders out to the Company’s Knowledge, the other parties thereto (the “Other Parties”) and (ii) no member of the Ordinary Course of BusinessCompany Group or, or commitment relating primarily to the conduct of the Business or the ownership of the Acquired Assets or the Inventory that involves a dollar amount in excess of $25,000; (2) No Seller is a party to any employment contracts with any Employees; (3) No Seller is a party to any material contract with sales or other agentsCompany’s Knowledge, brokers, franchisees, distributors or dealers relating primarily to the conduct of the Business or the ownership of the Acquired Assets or the Inventory; (4) No Seller is a party to any partnership or joint venture agreement; (5) No Seller is a party to any material lease or other occupancy or use agreements, oral or written, nor has any Seller granted any options, rights of first refusal or security or other interests in or relating to the Acquired Assets, the Inventory or the Business; (6) No Seller has any material agreements giving any party the right to renegotiate or require a reduction in price or refund of payments previously made in connection with the Business; (7) No Seller has any material agreements for the borrowing or lending of money with respect to the Business and none is a party to any; (8) No Seller has any material agreement for the sale of goods or services to any Governmental Authority; (9) No Seller has any agreement granting any Person a Lien or Encumbrance on any of the Acquired Assets or the Inventory; (10) Except for the Purchased Contracts, no Seller is a party to or bound by any non-competition, secrecy or confidentiality agreement relating to the Business or the Acquired Assets or any other contract restricting its right to conduct the Business at any time, in any manner or at any place in the world, or the expansion thereof to other geographical areas, customers, suppliers or lines of Business; and (11) No Seller is a party Other Parties to any material contract or arrangement that under circumstances now foreseeable is likely to have a Material Adverse Effect. (C) A true and correct copy of each Contract (or, where they are oral, complete and correct written summaries thereof) has been delivered to the Buyer prior to the date hereof. To the best of Sellers' knowledge, each Contract is now valid and or is alleged to be in full force and effect. None of the Sellers has breached breach, violation or improperly terminated default under any such Contract, and neither the Sellers norMaterial Contract and, to the Sellers' knowledgeCompany’s Knowledge, any third party is in default under any such Contract, the effect of no event has occurred which would have a Material Adverse Effect. To the best of Sellers' knowledge, there exists no condition with or event which, after without notice or lapse of time or both, both would constitute a breach, violation or default by any such breachparty, termination or default permit termination, modification or acceleration by the effect of which Other Parties, under such Material Contract, except (A) for breaches, violations or defaults which, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect. Except as set forth Effect on Schedule 4.4the Company Group and (B) that, each such ------------ Contract in order to be assigned to avoid a default, violation or breach under any Material Contract, the Buyer pursuant to this Agreement either is assignable to the Buyer without the consent Consent of the other parties thereto or, with respect to any which may not be so assigned without such consents, the required consents are Other Parties set forth in Section 4.3 of the Disclosure Schedule 4.4may be required in connection with the transactions contemplated hereby. ------------ 4.16No member of the Company Group has given or received any notice of any intention to terminate any Material Contract.

Contracts. (Aa) Section 3.12(a) of the Company Disclosure Schedule 4.15 is an accurate list and summary description lists each of all ------------- material the following written or oral contracts and agreements of the Company as of the date hereof (such contracts and agreements being the “Material Contracts”): (i) each contract and agreement for the purchase or lease of personal property with any supplier or for the furnishing of services to the Company with payments greater than $50,000 per year; (ii) all broker, exclusive dealing or exclusivity, distributor, dealer, manufacturer’s representative, franchise, agency and sales promotion contracts to which any of the Sellers Company is a party or any other contract that compensates any person based on any sales by the Company; (iii) all leases and subleases of real property; (iv) all contracts and agreements relating primarily to Indebtedness other than trade indebtedness of the Company, including any contracts and agreements in which the Company is a guarantor of Indebtedness; (v) all contracts and agreements that limit or purport to limit the ability of the Company to compete in any line of business or with any person or in any geographic area or during any period of time; (vi) all contracts and agreements between the Company and any of its stockholders relating to the conduct voting of the Business stock of the Company and any other rights or obligations of a stockholder of the Company; (vii) all contracts regarding the acquisition, issuance or transfer of any securities of the Company and each contract affecting or dealing with any securities of the Company, including, without limitation, joint venture agreementsany restricted stock agreements or escrow agreements (but excluding individual stock option agreements and restricted stock agreements between the Company and its officers, employment contractsemployees or consultants to the extent they conform to the general template of such agreements delivered to the Parent or one or more of its representatives); (viii) any agreement of guarantee, loan agreementsassumption or endorsement of, bondsor any similar commitment with respect to, mortgagesthe obligations, Liensliabilities (whether accrued, Encumbrancesabsolute, pledges contingent or otherwise) or indebtedness of any person other than software licenses or professional services contracts entered into in the ordinary course of business; (ix) all contracts and agreements between the Company and any of its officers, directors, or affiliates (excluding individual stock option agreements and restricted stock agreements between the Company and its officers, employees or consultants to the extent they conform to the general template of such agreements delivered to the Parent or one or more of its representatives); (x) all contracts and agreements that involve the license, assignment or transfer of any Intellectual Property to or from the Company (other than licenses to the Company arising from the purchase of “off the shelf” or other security agreementsstandard products); (xi) all contracts and agreements that involve indemnification by the Company with respect to infringements of proprietary rights (collectivelyother than indemnification obligations arising from purchase, sale or license agreements entered into in the ordinary course of business); and (xii) all contracts and agreements that involve obligations (contingent or otherwise) of, or payments to, the "Contracts"). (B) Except as set forth on Schedule 4.15 or contracts related solely ------------- to the Seller's paging business, with regard to the operation of the Business: (1) No Seller is a party to any contract, purchase or sales orders out of the Ordinary Course of Business, or commitment relating primarily to the conduct of the Business or the ownership of the Acquired Assets or the Inventory that involves a dollar amount Company in excess of $25,000; 50,000 (2excluding those contracts that may be extinguished on thirty (30) No Seller is a party to any employment contracts with any Employees; (3days’ notice or less) No Seller is a party to any or that are otherwise material contract with sales or other agents, brokers, franchisees, distributors or dealers relating primarily to the conduct business of the Business or the ownership of the Acquired Assets or the Inventory; (4) No Seller is a party to any partnership or joint venture agreement; (5) No Seller is a party to any material lease or other occupancy or use agreements, oral or written, nor has any Seller granted any options, rights of first refusal or security or other interests in or relating to the Acquired Assets, the Inventory or the Business; (6) No Seller has any material agreements giving any party the right to renegotiate or require a reduction in price or refund of payments previously made in connection with the Business; (7) No Seller has any material agreements for the borrowing or lending of money with respect to the Business and none is a party to any; (8) No Seller has any material agreement for the sale of goods or services to any Governmental Authority; (9) No Seller has any agreement granting any Person a Lien or Encumbrance on any of the Acquired Assets or the Inventory; (10) Except for the Purchased Contracts, no Seller is a party to or bound by any non-competition, secrecy or confidentiality agreement relating to the Business or the Acquired Assets or any other contract restricting its right to conduct the Business at any time, in any manner or at any place in the world, or the expansion thereof to other geographical areas, customers, suppliers or lines of Business; and (11) No Seller is a party to any material contract or arrangement that under circumstances now foreseeable is likely to have a Material Adverse EffectCompany. (Cb) A true and correct copy of each Each Material Contract (ori) is valid and binding on the Company, where they are oraland, complete and correct written summaries thereof) has been delivered to the Buyer prior to knowledge of the date hereof. To Company, on the best of Sellers' knowledgeother parties thereto, each Contract and is now valid and in full force and effect. None , and (ii) upon consummation of the Sellers has breached transactions contemplated by this Agreement, shall continue in full force and effect without penalty or improperly terminated other adverse consequence that could reasonably be expected to have a Company Material Adverse Effect. The Company is not, in any such Contractmaterial respect, and neither the Sellers norin breach or violation of, or default under, any Material Contract and, to the Sellers' knowledgeknowledge of the Company, no other party to any third party is Material Contract is, in any material respect, in breach or violation thereof or default under thereunder. The Company has made available to Parent or one or more of its representatives correct and complete copies of each Material Contract. No Material Contract includes or incorporates any such Contract, provision the effect of which would have a Material Adverse Effect. To be to enlarge or accelerate any obligations of the best of Sellers' knowledgeCompany or give additional rights to any other party thereto or will in any other way be adversely affected by, there exists no condition or event which, after notice terminate or lapse of time or both, would constitute any such breach, termination or default the effect of which would have a Material Adverse Effect. Except as set forth on Schedule 4.4, each such ------------ Contract to be assigned to the Buyer pursuant to this Agreement either is assignable to the Buyer without the consent of the other parties thereto or, with respect to any which may not be so assigned without such consentsby reason of, the required consents are set forth in Schedule 4.4. ------------ 4.16transactions contemplated by this Agreement.

Contracts. (A) Schedule 4.15 is an accurate list and summary description Except as disclosed in Section 3.12 of all ------------- material contracts and agreements to which the Disclosure Schedule, neither the Company nor any of the Sellers its Subsidiaries is a party and relating primarily to, subject to or otherwise bound by: any Contract or series of related Contracts with the conduct same counterparty or its affiliates which requires aggregate future expenditures by the Company or any of the Business (including, without limitation, joint venture agreements, employment contracts, loan agreements, bonds, mortgages, Liens, Encumbrances, pledges or other security agreements) (collectively, the "Contracts"). (B) Except as set forth on Schedule 4.15 or contracts related solely ------------- to the Seller's paging business, with regard to the operation of the Business: (1) No Seller is a party to any contract, purchase or sales orders out of the Ordinary Course of Business, or commitment relating primarily to the conduct of the Business or the ownership of the Acquired Assets or the Inventory that involves a dollar amount its Subsidiaries in excess of $25,000; (2) No Seller is a party to 10,000; any employment contracts with Contract for the purchase or sale of any Employees; (3) No Seller is a party to any material contract with sales commodity, product, material, supplies, equipment or other agentspersonal property with an aggregate annual value in excess of $10,000; any distributor, brokersreseller, franchisees, distributors sales representative or dealers relating primarily to similar Contract with aggregate annual payments from the conduct Company or any of its Subsidiaries in excess of $10,000 under which the Business Company (or the ownership of the Acquired Assets or the Inventory; (4applicable Subsidiary) No Seller is a party to any partnership or joint venture agreement; (5) No Seller is a party to any material lease or other occupancy or use agreements, oral or written, nor has any Seller granted any options, rights of first refusal or security or other interests in or relating to the Acquired Assets, the Inventory or the Business; (6) No Seller has any material agreements giving any party does not have the right to renegotiate terminate without penalty on less than 30 days' notice; any Contract containing covenants under which the Company or require a reduction any of its Subsidiaries is restricted in price or refund of payments previously made in connection with the Business; (7) No Seller has any material agreements for the borrowing respect from carrying on any business or lending of money other services or competing with respect to the Business and none is a party to any; (8) No Seller has any material agreement for the sale of goods or services to any Governmental Authority; (9) No Seller has any agreement granting any Person a Lien or Encumbrance on any of the Acquired Assets or the Inventory; (10) Except for the Purchased Contracts, no Seller is a party to or bound by any non-competition, secrecy or confidentiality agreement relating to the Business or the Acquired Assets or any other contract restricting its right to conduct the Business at any time, in any manner or at any place anywhere in the world, or which would so restrict the expansion Company or any of its Subsidiaries or any of their respective successors in interest thereof after the Closing Date (other than Contracts solely between the Company and one or more of its Subsidiaries); any loan agreement, indenture, note, bond, debenture or any other document or Contract evidencing Indebtedness to or a Lien in favor of any Person in excess of $10,000 or any commitment to provide any of the foregoing, or any agreement of guaranty, indemnification or other geographical areassimilar commitment with respect to the obligations or liabilities of any other Person in excess of $10,000; any Contract that provides for the indemnification of any Person by the Company, except for Contracts entered into in the ordinary course of business consistent with past practice pursuant to the Company's standard form agreement(s), as provided to Parent or Parent's counsel); any Contract for the disposition of the Company's or any of its Subsidiaries' business or material assets (whether by merger, sale of stock, sale of assets or otherwise), in each case, other than in the ordinary course of business; any Contract for the acquisition of a business or capital stock of another party (whether by merger, sale of stock, sale of material assets or otherwise); any Contract concerning a partnership, joint venture, joint development or other similar arrangement with one or more Persons; any hedging, futures, swap or other derivative Contract; any Contract creating any obligation with respect to the payment of any severance, retention, bonus or other similar payment to any Person, one condition to the payment or acceleration of which is the Company entering into this Agreement or the consummation of any of the transactions contemplated hereby, except as provided for in this Agreement; except for employment or consulting agreements or other such compensatory arrangements, any other agreement (or group of related Contracts with the same third party) to the extent not otherwise disclosed in the Disclosure Schedule, the performance of which involves consideration paid or payable by the Company in excess of $50,000 in any one-year period commencing January 1, 2011. Section 3.12(b) of the Disclosure Schedule provides the form(s) of the standard customer Contract(s) and lists all of the customer Contracts which deviate (other than with respect to prices, payment amounts, delivery schedules, publicity, renewal and termination) in any material respect from such standard form(s). Section 3.12(c) of the Disclosure Schedule sets forth the top 10 customers for each calendar quarter in the period beginning January 1, 2010 and ending June 30, 2011, determined on the basis of the revenue for such calendar quarter. Since July 1, 2011, there has not been any material adverse change in the business relationship of the Company with any customer (each, a "Key Customer") who accounted for more than $20,000 of revenue for any calendar quarter in the period beginning January 1, 2010 and ending June 30, 2011. Since July 1, 2011, no Key Customer has cancelled or otherwise modified its relationship with the Company and, to the Knowledge of the Company, (a) no such Person has any intention to do so and (b) the consummation of the transactions contemplated by this Agreement will not adversely affect any of such relationships. Section 3.12(d) of the Disclosure Schedule sets forth any requirement to give "most favored nation" pricing to any customers or potential customers or any class of customers or to provide exclusive or favored access to any service features to any customers or potential customer or class of customers. Each Contract disclosed in the Disclosure Schedule or required to be disclosed pursuant to this Section 3.12, suppliers each of the Real Property Leases and each other Contract to which the Company or lines any of Business; and (11) No Seller its Subsidiaries is a party or otherwise bound relating to any Intellectual Property that is material contract or arrangement that under circumstances now foreseeable is likely to have a Material Adverse Effect. (C) A true and correct copy of each Contract (or, where they are oral, complete and correct written summaries thereof) has been delivered to the Buyer prior to business of the date hereof. To the best Company or any of Sellers' knowledge, each Contract its Subsidiaries is now a valid and binding agreement and is in full force and effect. None of effect in accordance with its terms, subject to the Sellers has breached or improperly terminated any such ContractEnforceability Exceptions, and neither the Sellers Company any of its Subsidiaries, nor, to the Sellers' knowledgeCompany's Knowledge, any third other party thereto is in default or breach in any material respect under the terms of any of the foregoing Contracts (a "default" being defined for purposes hereof as an actual default or event of default or the existence of any fact or circumstance which would, upon receipt of notice or passage of time, constitute a default or right of termination), nor will the consummation of the transactions contemplated by this Agreement give rise to any such Contract, default. No party to any of the effect of which would have a Material Adverse Effect. To the best of Sellers' knowledge, there exists no condition or event which, after notice or lapse of time or both, would constitute foregoing Contracts has exercised any such breach, termination or default the effect of which would have a Material Adverse Effect. Except as set forth on Schedule 4.4, each such ------------ Contract to be assigned rights with respect thereto by written notification to the Buyer pursuant to this Agreement either is assignable to the Buyer without the consent Company, and no party has given notice of the other parties thereto or, any dispute with respect to any which may not be so assigned without such consents, of the required consents are set forth in Schedule 4.4. ------------ 4.16foregoing Contracts.

Contracts. (A) Schedule 4.15 is an accurate list and summary description of all ------------- material contracts and agreements to which any of the Sellers is a party and relating primarily to the conduct of the Business (including, without limitation, joint venture agreements, employment contracts, loan agreements, bonds, mortgages, Liens, Encumbrances, pledges or other security agreements) (collectively, the "Contracts"). (B) Except as set forth on Schedule 4.15 or contracts related solely ------------- to the Seller's paging business, with regard to the operation of the Business: (1) No Seller is a party to any contract, purchase or sales orders out of the Ordinary Course of Business, or commitment relating primarily to the conduct of the Business or the ownership of the Acquired Assets or the Inventory that involves a dollar amount in excess of $25,000; (2) No Seller is a party to any employment contracts with any Employees; (3) No Seller is a party to any material contract with sales or other agents, brokers, franchisees, distributors or dealers relating primarily to the conduct of the Business or the ownership of the Acquired Assets or the Inventory; (4) No Seller is a party to any partnership or joint venture agreement; (5) No Seller is a party to any material lease or other occupancy or use agreements, oral or written, nor has any Seller granted any options, rights of first refusal or security or other interests in or relating to the Acquired Assets, the Inventory or the Business; (6) No Seller has any material agreements giving any party the right to renegotiate or require a reduction in price or refund of payments previously made in connection with the Business; (7) No Seller has any material agreements for the borrowing or lending of money with respect to the Business and none is a party to any; (8) No Seller has any material agreement for the sale of goods or services to any Governmental Authority; (9) No Seller has any agreement granting any Person a Lien or Encumbrance on any of the Acquired Assets or the Inventory; (10a) Except for this Agreement and any contract set forth in Section 3.19(a) of the Purchased ContractsGFI Disclosure Letter, no Seller neither GFI nor any GFI Subsidiary is a party to or bound by by, nor are any non-competitionof their respective assets, secrecy businesses or confidentiality operations party to, or bound or affected by, or receive benefits under: (i) any agreement relating to Indebtedness; (ii) any contracts under which GFI or any of the Business GFI Subsidiaries has advanced or loaned any Person any amounts in excess of $500,000; (iii) any material joint venture, partnership, limited liability company, shareholder, or other similar agreements or arrangements relating to the formation, creation, operation, management or control of any partnership, strategic alliance or joint venture; (iv) any material agreement relating to any strategic alliance, joint development, joint marketing, partnership or similar arrangement; (v) any agreement or series of related agreements, including any option agreement, relating to the acquisition or disposition of any business or real property (whether by merger, sale of stock, sale of assets or otherwise) for aggregate consideration in excess of $2,000,000; (vi) any material agreement with (A) any Person directly or indirectly owning, controlling or holding with power to vote, 5% or more of the outstanding voting securities of GFI or any GFI Subsidiary, (B) any Person 5% or more of the outstanding voting securities of which are directly or indirectly owned, controlled or held with power to vote by GFI or any GFI Subsidiary or (C) any current or former director or officer of GFI or any GFI Subsidiary related to voting Securities of GFI or any GFI Subsidiary; (vii) any agreement (including any exclusivity agreement) that purports to limit or restrict in any material respect either the type of business in which GFI or any GFI Subsidiary may engage or the Acquired Assets manner or locations in which any of them may so engage in any business or could require the disposition of any material assets or line of business of GFI or any other contract restricting its right GFI Subsidiary; (viii) any agreement with a non-solicitation or “most-favored-nations” pricing provision that purports to conduct the Business at any time, limit or restrict in any manner material respect GFI or at any place GFI Subsidiary; (ix) any agreement, other than such agreements entered into in the worldordinary course of business, under which (A) any Person (other than GFI or a GFI Subsidiary) has directly or indirectly guaranteed or provided an indemnity in respect of any liabilities, obligations or commitments of GFI or any GFI Subsidiary or (B) GFI or any GFI Subsidiary has directly or indirectly guaranteed or provided an indemnity in respect of liabilities, obligations or commitments of any other Person (other than GFI or a GFI Subsidiary) (in each case other than endorsements for the purpose of collection in a commercially reasonable manner consistent with industry practice), unless such guarantor or indemnity obligation is less than $1,000,000; (x) any other agreement or amendment thereto that would be required to be filed as an exhibit to any GFI SEC Document (as described in Items 601(b)(4) and 601(b)(10) of Regulation S-K under the Securities Act) that has not been filed as an exhibit to or incorporated by reference in the GFI SEC Documents filed prior to the date of this Agreement; (xi) any agreement under which GFI or any GFI Subsidiaries has granted any Person registration rights (including demand and piggy-back registration rights); (xii) any agreement that involves expenditures or receipts of GFI or any GFI Subsidiary in excess of $3,000,000 in the aggregate per year; (xiii) any material agreement with any Governmental Entity; (xiv) any material agreement between or among Affiliates of GFI; (xv) any Lease for the GFI Leased Real Property, and any other agreement that relates in any way to the occupancy or use of any of the GFI Leased Real Property; or (xvi) any agreement the termination or breach of which or the expansion thereof failure to other geographical areas, customers, suppliers or lines obtain consent in respect of Business; and (11) No Seller is a party to any material contract or arrangement that under circumstances now foreseeable is likely to have constitutes a Material Adverse Effect. (Cb) A true The agreements, commitments, arrangements and correct copy of each Contract (orplans, where they are whether written or oral, complete and correct written summaries thereoflisted or required to be listed in Section 3.19(a) has been delivered to the Buyer prior to the date hereof. To the best of Sellers' knowledge, each Contract is now valid and in full force and effect. None of the Sellers has breached or improperly terminated GFI Disclosure Letter together with the GFI License Agreements are referred to herein as the “GFI Contracts.” Except as would not have a material impact on the respective businesses of GFI and the GFI Subsidiaries, (i) neither GFI nor any such Contract, and neither the Sellers norGFI Subsidiary is and, to the Sellers' knowledgeKnowledge of GFI, no other party is, in breach or violation of, or in default under, any third party is in default under any such GFI Contract, (ii) each GFI Contract is a valid and binding agreement of GFI or a GFI Subsidiary, as the effect case may be, enforceable in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles, (iii) to the Knowledge of GFI, no event has occurred which would have result in a Material Adverse Effect. To the best of Sellers' knowledgebreach or violation of, there exists no condition or event whicha default under, after any GFI Contract (in each case, with or without notice or lapse of time or both), would constitute any such breachand (iv) each GFI Contract (including all modifications and amendments thereto and waivers thereunder) is in full force and effect with respect to GFI or the GFI Subsidiaries, termination or default the effect of which would have a Material Adverse Effect. Except as set forth on Schedule 4.4applicable, each such ------------ Contract to be assigned and, to the Buyer pursuant to this Agreement either is assignable to the Buyer without the consent Knowledge of the other parties thereto orGFI, with respect to any which may not be so assigned without such consentsthe other parties thereto, the required consents are set forth in Schedule 4.4. ------------ 4.16and have been delivered or made available to CME.