Common use of Agreements; Action Clause in Contracts

Agreements; Action. (a) There are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates, or any affiliate thereof. (b) Except for agreements explicitly contemplated by the Agreements, there are no agreements, understandings, instruments, contracts or proposed transactions to which the Company or any of its subsidiaries is a party or by which it is bound that involve (i) obligations (contingent or otherwise) of, or payments to, the Company or any of its subsidiaries in excess of, $10,000, (ii) the license of any patent, copyright, trade secret or other proprietary right to or from the Company or any of its subsidiaries, (iii) the grant of rights to manufacture, produce, assemble, license, market, or sell its products to any other person or affect the Company's exclusive right to develop, manufacture, assemble, distribute, market or sell its products, or (iv) indemnification by the Company with respect to infringements of proprietary rights. (c) Neither the Company nor any of its subsidiaries has (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or incurred any other liabilities individually in excess of $10,000 or in excess of $25,000 in the aggregate, (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business. (d) For the purposes of subsections (b) and (c) above, the indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity shall be aggregated for the purpose of meeting the individual minimum dollar amounts with such subsections. (e) The Company is not a party to and is not bound by any contract, agreement or instrument, or, at the time of Closing, subject to any restriction under its Restated Certificate or Bylaws, that adversely affects its business, its properties or its financial condition.

Agreements; Action. (a) There Except for agreements expressly contemplated by this Agreement, there are no agreements, understandings understandings, or proposed transactions between the Company and any of its officers, directors, affiliates, or any affiliate thereof. (b) Except for agreements explicitly as contemplated by the Agreementsthis Agreement or as listed on Schedule 2.13 hereto, there are no agreements, understandings, instruments, instruments or contracts or proposed transactions to which the Company or any of its subsidiaries is a party or by which it is bound that involve bound, which (i) involve obligations (contingent or otherwise) of, or payments to, the Company or any of its subsidiaries in excess of, of $10,000100,000, (ii) are material to the conduct and operations of the Company's business or properties, including, without limitation, the license of any patent, copyright, trade secret secret, or other proprietary right rights to or from the Company or any provisions restricting or affecting the development, manufacture, or distribution of its subsidiariesthe Company's products or services, or (iii) the grant of rights to manufactureinvolve any employment or consulting arrangement, producewhether written or oral, assemble, license, market, or sell its products to any other person or affect the Company's exclusive right to develop, manufacture, assemble, distribute, market or sell its products, or (iv) indemnification by between the Company with respect to infringements of proprietary rightsand any Person. (c) Neither Except as listed on Schedule 2.13 hereto, the Company nor any of its subsidiaries has not (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class series or series classes of its capital stock, (ii) incurred any indebtedness for money borrowed or incurred any other liabilities individually in excess of $10,000 or 100,000 or, in the case of indebtedness and/or liabilities individually less than $100,000, in excess of $25,000 200,000 in the aggregate, or (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged exchanged, or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business. (d) For the purposes of subsections (b) and (c) above, the all indebtedness, liabilities, agreements, understandings, instruments, contracts contracts, and proposed transactions involving the same person or entity Person (including Persons the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts with of such subsections. (e) The Company is not a party to and any indenture, loan or credit agreement or any lease or other agreement or instrument or subject to any charter or corporate restriction which has a material adverse effect on the Company, or limits or restricts the ability of the Company to carry out its obligations under this Agreement. The Company is not bound by in default in any contractrespect in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any agreement or instrumentinstrument material to its business to which it is a party. (f) The contracts, oragreements and instruments listed on Schedule 2.13 are valid, at binding and in full force and effect in all material respects, and are valid, binding and enforceable by the time of ClosingCompany in accordance with their respective terms, subject to laws of general application relating to bankruptcy, insolvency and the relief or other equitable remedies. The Company is not in material default under any restriction under its Restated Certificate or Bylawsmaterial contract, that adversely affects its businessand, its properties or its financial conditionto the Company's knowledge, no other party to any such contract is in material default.

Agreements; Action. (a) There Except for the Agreements, there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates, or any affiliate thereof. (b) Except for agreements explicitly contemplated by as provided in the Agreement and the Ancillary Agreements, there are no agreements, judgments, orders, writs, decrees, understandings, instruments, contracts or proposed transactions to which the Company or any of its subsidiaries is a party or by which it is bound that involve (i) obligations (contingent or otherwise) of, or payments to, the Company or any of its subsidiaries in excess of, $10,00025,000, (ii) the license of any patent, copyright, trade secret or other proprietary right to or from the Company or any of its subsidiaries, or (iii) the grant of rights to manufacture, produce, assemble, license, market, or sell its products to any other person or affect the Company's exclusive right to develop, manufacture, assemble, distribute, market or sell its products, or (iv) indemnification by the Company with respect to infringements of proprietary rights. (c) Neither the Company nor any of its subsidiaries has (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or incurred any other liabilities individually in excess of $10,000 25,000 or in excess of $25,000 100,000 in the aggregate, (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business. (d) For the purposes of subsections (b) and (c) above, the all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts with of such subsections. (e) To its knowledge, the Company has performed all material obligations required to be performed by it as of the date hereof under any material agreement to which the Company is a party or to which it is bound. The Company is not a party to and is not bound by any contract, agreement or instrument, or, at the time of Closing, or subject to any restriction under its Restated Certificate or Bylaws, that adversely affects its businessbusiness as now conducted or currently proposed to be conducted, its properties or its financial condition. To the Company's knowledge, each such agreement is in full force and effect, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and other laws of general application affecting enforcement of creditors' rights generally, as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies, or (b) to the extent the indemnification provisions contained in the Investors' Rights Agreement may be limited by applicable federal or state securities laws, except where such unenforceability would not have a Material Adverse Effect.

Agreements; Action. (a) There Except for agreements expressly contemplated by this Agreement, there are no agreements, understandings understandings, or proposed transactions between the Company and any of its officers, directors, affiliates, or any affiliate thereof. (b) Except for agreements explicitly as contemplated by the Agreementsthis Agreement or as listed on Schedule 2.14 hereto, there are no agreements, understandings, instruments, instruments or contracts or proposed transactions to which the Company or any of its subsidiaries is a party or by which it is bound that involve bound, which (i) involve obligations (contingent or otherwise) of, or payments to, the Company or any of its subsidiaries in excess of, of $10,000100,000, (ii) are material to the conduct and operations of the Company's business or properties, including, without limitation, the license of any patent, copyright, trade secret secret, or other proprietary right rights to or from the Company or any provisions restricting or affecting the development, manufacture, or distribution of its subsidiariesthe Company's products or services, or (iii) the grant of rights to manufactureinvolve any employment or consulting arrangement, producewhether written or oral, assemble, license, market, or sell its products to any other person or affect the Company's exclusive right to develop, manufacture, assemble, distribute, market or sell its products, or (iv) indemnification by between the Company with respect to infringements of proprietary rightsand any Person. (c) Neither Except as listed on Schedule 2.14 hereto, the Company nor any of its subsidiaries has not (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class series or series classes of its capital stock, (ii) incurred any indebtedness for money borrowed or incurred any other liabilities individually in excess of $10,000 or 100,000 or, in the case of indebtedness and/or liabilities individually less than $100,000, in excess of $25,000 200,000 in the aggregate, or (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged exchanged, or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business. (d) For the purposes of subsections (b) and (c) above, the all indebtedness, liabilities, agreements, understandings, instruments, contracts contracts, and proposed transactions involving the same person or entity Person (including Persons the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts with of such subsections. (e) The Company is not a party to and any indenture, loan or credit agreement or any lease or other agreement or instrument or subject to any charter or corporate restriction which has a material adverse effect on the Company, or limits or restricts the ability of the Company to carry out its obligations under this Agreement. The Company is not bound by in default in any contractrespect in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any agreement or instrumentinstrument material to its business to which it is a party. (f) The contracts, oragreements and instruments listed on Schedule 2.14 are valid, at binding and in full force and effect in all material respects, and are valid, binding and enforceable by the time of ClosingCompany in accordance with their respective terms, subject to laws of general application relating to bankruptcy, insolvency and the relief or other equitable remedies. The Company is not in material default under any restriction under its Restated Certificate or Bylawsmaterial contract, that adversely affects its businessand, its properties or its financial conditionto the Company's knowledge, no other party to any such contract is in material default.

Agreements; Action. (a) There are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates, affiliates or any affiliate thereof. (b) Except for agreements as explicitly contemplated by the AgreementsTransaction Documents, and agreements entered into in the ordinary course of business, there are no agreements, understandings, instruments, contracts or proposed transactions to which the Company or any of its subsidiaries the Subsidiaries is a party or by which it is bound that involve (i) obligations (contingent or otherwise) of, or payments to, the Company or any of its subsidiaries the Subsidiaries in excess of, of $10,00050,000, (ii) the license of any patent, copyright, trade secret or other proprietary right to or from the Company or any of its subsidiariesthe Subsidiaries, or (iii) the grant of rights to manufacture, produce, assemble, license, market, or sell its products to any other person or affect the Company's exclusive right to develop, manufacture, assemble, distribute, market or sell its products, or (iv) indemnification by the Company with respect to infringements of proprietary rights. (c) Neither the Company nor any of its subsidiaries the Subsidiaries has (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or incurred any other liabilities individually in excess of $10,000 50,000 or in excess of $25,000 100,000 in the aggregate, (iii) made any loans or advances to any person, other than ordinary advances to the Company's employees for travel business expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business. (d) For Except as disclosed in Section 2.12 of the purposes Schedule of subsections (b) and (c) aboveExceptions or as set out in the Transaction Documents, the indebtednessCompany has not entered into any binding letters of intent with any corporation, liabilitiespartnership, agreementsassociation, understandingsother business entity or any individual regarding (i) the consolidation or merger of the Company with or into any such corporation or other business entity, instruments(ii) the sale, contracts and proposed conveyance or disposition of all or substantially all of the assets of the Company or a transaction or series of transactions involving in which more than 50% of the same person voting power of the company is disposed of, or entity shall be aggregated for (iii) any other form of acquisition, liquidation, dissolution or winding-up of the purpose of meeting the individual minimum dollar amounts with such subsectionsCompany. (e) The Company is not a party to and is not bound by any contract, agreement or instrument, or, at the time of Closing, subject to any restriction under its Restated Certificate or Bylaws, that adversely affects its business, its properties or its financial condition.

Agreements; Action. (a) There Except for agreements explicitly contemplated hereby and the agreements set out in Exhibit D, there are no agreements, understandings or proposed transactions or arrangements between the Company Group and any third parties and any of its the Group's officers, directors, affiliates, affiliates or any affiliate thereof. (b) Except for agreements explicitly contemplated by the Agreements, there There are no agreements, understandings, instruments, contracts contracts, proposed transactions, judgments, orders, writs or proposed transactions decrees to which any member of the Company or any of its subsidiaries Group is a party or to its knowledge by which it is bound that which may involve (i) obligations (contingent or otherwise) of, or payments to, the Company or any of its subsidiaries Group in excess ofof US$10,000 in aggregate, $10,000, or (ii) the license of any patent, copyright, trade secret or other proprietary right to or from the Company Group (other than licenses arising from the purchase of "off the shelf" or any of its subsidiariesother standard products), or (iii) provisions restricting or affecting the grant development, manufacture or distribution of rights to manufacture, produce, assemble, license, market, the Group's products or sell its products to any other person or affect the Company's exclusive right to develop, manufacture, assemble, distribute, market or sell its productsservices, or (iv) indemnification by the Company Group with respect to infringements of proprietary rightsrights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business). (c) Neither the The Company nor any of its subsidiaries has not (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or incurred any other liabilities individually in excess of $US$10,000 or in excess of $25,000 in the aggregate, (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business, or (v) agreed to repay or redeem any shares of its capital stock or otherwise reduced or agreed to reduced its issued capital stock. (d) For the purposes of subsections (b) and (c) above, the all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts with of such subsections. (e) The Company is not a party to and is not bound by any contract, agreement or instrument, or, at the time of Closing, subject to any restriction under its Restated Certificate or Bylaws, that adversely affects its business, its properties or its financial condition.

Agreements; Action. (a) There Other than (i) standard employee benefits generally made available to all employees, (ii) standard director and officer indemnification agreements approved by the Board of Directors, and (iii) the purchase of shares of the Company’s capital stock and the issuance of options to purchase shares of the Company’s common shares, in each instance, approved by the Board of Directors, there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates, or any affiliate thereof. (b) Except for agreements explicitly contemplated by the Agreements, there are no agreements, understandings, instruments, contracts or proposed transactions to which the Company or any of its subsidiaries is a party or by which it is bound that involve (i) obligations (contingent or otherwise) of, or payments to, the Company or any of its subsidiaries in excess of, of $10,000100,000, (ii) the license of any patent, copyright, trade secret or other proprietary right to or from the Company or any of its subsidiaries, or (iii) the grant of rights to manufacture, produce, assemble, license, market, or sell its products to any other person or affect the Company's ’s exclusive right to develop, manufacture, assemble, distribute, market or sell its products, or (iv) indemnification by the Company with respect to infringements of proprietary rights. (c) Neither Other than as set forth in Schedule 2.17, neither the Company nor any of its subsidiaries has (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or incurred any other liabilities individually in excess of $10,000 100,000 or in excess of $25,000 500,000 in the aggregate, which is presently outstanding, (iii) made any loans or advances to any person, person other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business. (d) The Company has not engaged in the past three months in any discussion (i) with any representative of any corporation or corporations regarding the merger of the Company with or into any such corporation or corporations in which more than 50% of the voting power of the Company would be disposed of, (ii) with any representative of any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company or a transaction or series of related transactions in which more than 50% of the voting power of the Company would be disposed of, or (iii) regarding any other form of liquidation, dissolution or winding up of the Company. (e) For the purposes of subsections (b) and (c) above, the all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated with that person or entity) shall be aggregated for the purpose purposes of meeting the individual minimum dollar amounts with of each such subsectionssubsection. (e) The Company is not a party to and is not bound by any contract, agreement or instrument, or, at the time of Closing, subject to any restriction under its Restated Certificate or Bylaws, that adversely affects its business, its properties or its financial condition.

Agreements; Action. (a) There Except for the Agreements, there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates, or any affiliate thereof. (b) Except for agreements explicitly contemplated by the Agreements, there are no agreements, understandings, instruments, contracts or proposed transactions to which the Company or any of its subsidiaries is a party or by which it is bound that involve (i) obligations (contingent or otherwise) of, or payments to, the Company or any of its subsidiaries in excess of, $10,00025,000, (ii) the license of any patent, copyright, trade secret or other proprietary right to or from the Company or any of its subsidiaries, or (iii) the grant of rights to manufacture, produce, assemble, license, market, or sell its products to any other person or affect the Company's exclusive right to develop, manufacture, assemble, distribute, market or sell its products, or (iv) indemnification by the Company with respect to infringements of proprietary rights. (c) Neither the Company nor any of its subsidiaries has (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or incurred any other liabilities individually in excess of $10,000 25,000 or in excess of $25,000 100,000 in the aggregate, (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business. (d) For the purposes of subsections (b) and (c) above, the all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts with of such subsections. (e) The Company is not a party to and is not bound by any contract, agreement or instrument, or, at the time of Closing, or subject to any restriction under its Restated Certificate or Bylaws, that adversely affects its businessbusiness as now conducted or currently proposed to be conducted, its properties or its financial condition. To the Company's knowledge, each such agreement is in full force and effect, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and other laws of general application affecting enforcement of creditors' rights generally, as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies, or (b) to the extent the indemnification provisions contained in the Investors' Rights Agreement may be limited by applicable federal or state securities laws, except where such unenforceability would not have a material adverse effect on the Company's business.

Agreements; Action. (a) There Except for the Agreements and the Founders Agreements, there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates, or any affiliate thereof. (b) Except for agreements explicitly contemplated by the Agreements, there are no agreements, understandings, instruments, contracts or proposed transactions to which the Company or any of its subsidiaries is a party or by which it is bound that involve (i) obligations (contingent or otherwise) of, or payments to, the Company or any of its subsidiaries in excess of, $10,00025,000, (ii) the license of any patent, copyright, trade secret or other proprietary right to or from the Company or any of its subsidiaries, (iii) the grant of rights to manufacture, produce, assemble, license, market, or sell its products to any other person or affect the Company's exclusive right to develop, manufacture, assemble, distribute, market or sell its products, or (iv) indemnification by any joint venture contract or arrangement or other agreement involving a sharing of profits or expenses or pursuant to which the Company has granted rights to manufacture, produce, assemble, license, market or sell its products to any other person or that affects the Company's exclusive rights to develop, manufacture, distribute and sell its products, or (v) agreements limiting the ability of the Company to compete in any line of business or in any geographic area or with respect to infringements of proprietary rightsany person. (c) Neither the The Company nor any of its subsidiaries has not (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or incurred any other liabilities individually in excess of $10,000 25,000 or in excess of $25,000 100,000 in the aggregate, (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business. (d) For the purposes of subsections (b) and (c) above, the indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity shall be aggregated for the purpose of meeting the individual minimum dollar amounts with such subsections. (e) The Company is has not engaged in any discussion (i) with any representative of any entity regarding the merger of the Company with or into any such entity, (ii) with any representative of any entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company or a party to and is not bound by transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company would be disposed of, or (iii) regarding any contractother form of liquidation, agreement dissolution or instrument, or, at winding up of the time of Closing, subject to any restriction under its Restated Certificate or Bylaws, that adversely affects its business, its properties or its financial conditionCompany.

Agreements; Action. (a) There Except for the Agreements, there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates, or any affiliate thereof. (b) Except for agreements explicitly contemplated by the Agreements, there are no agreements, understandings, instruments, contracts or proposed transactions to which the Company or any of its subsidiaries is a party or by which it is bound that involve (i) obligations (contingent or otherwise) of, or payments to, the Company or any of its subsidiaries in excess of, $10,000, (ii) the license of any patent, copyright, trade secret or other proprietary right to or from the Company Company, or any of its subsidiaries, (iii) the grant of rights to manufacture, produce, assemble, license, market, or sell its products to any other person or affect the Company's exclusive right fight to develop, manufacture, assemble, distribute, market or sell its products, or (iv) indemnification by the Company with respect to infringements of proprietary rights. (c) Neither the The Company nor any of its subsidiaries has not (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or incurred any other liabilities individually in excess of $10,000 or in excess of $25,000 in the aggregate, (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business. (d) For the purposes of subsections (b) and (c) above, the all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts with of such subsections. (e) The Company is not a party to and is not bound by any contract, contract agreement or instrument, or, at the time of Closing, or subject to any restriction under its Restated Certificate or Bylaws, that materially and adversely affects its businessbusiness as now conducted or as proposed to be conducted, its properties or its financial condition.

Agreements; Action. (a) There Except for agreements explicitly contemplated hereby and by the Investors’ Rights Agreement, the First Refusal Agreement and the Voting Agreement, there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates, or any affiliate thereof. (b) Except for agreements explicitly contemplated by the Agreements, there There are no agreements, understandings, instruments, contracts contracts, proposed transactions, judgments, orders, writs or proposed transactions decrees to which the Company or any of its subsidiaries is a party or by which it is bound that may involve (i) obligations (contingent or otherwise) of, or payments to, to the Company or any of its subsidiaries in excess of, $10,00010,000 not entered into in the ordinary course of business, or (ii) the license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than the license of the Company’s software and products in the ordinary course of business), or any of its subsidiaries, (iii) provisions restricting or affecting the grant development, manufacture or distribution of rights to manufacture, produce, assemble, license, market, or sell its products to any other person or affect the Company's exclusive right to develop, manufacture, assemble, distribute, market ’s products or sell its products, or (iv) indemnification by the Company with respect to infringements of proprietary rightsservices. (c) Neither the The Company nor any of its subsidiaries has not (i) declared or paid any dividends, dividends or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or incurred any other liabilities individually in excess of $10,000 or or, in the case of indebtedness and/or liabilities individually less than $10,000, in excess of $25,000 50,000 in the aggregate, (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business. (d) For the purposes of subsections (b) and (c) above, the all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts with of such subsections. (e) The Company is not a party to and is not bound by any contract, agreement or instrument, or, at the time of Closing, subject to any restriction under its Restated Certificate or Bylaws, that adversely affects its business, its properties or its financial condition.

Agreements; Action. (a) There are no agreements, understandings or proposed transactions between Other than the Company Transaction Agreements and any of its officers, directors, affiliates, or any affiliate thereof. (b) Except for agreements explicitly contemplated by the AgreementsStrategic Licensing Agreement, there are no agreements, understandings, instruments, contracts contracts, judgments, orders, writs or proposed transactions decrees to which the Company or any of its subsidiaries Subsidiaries is a party or by which it any such entity is bound that may involve (i) obligations (contingent or otherwise) of, or payments to, to the Company or any of its subsidiaries Subsidiaries in excess of, $10,000250,000, or (ii) the license of any material patent, copyright, trade secret or other proprietary right or intellectual property to or from the Company or its Subsidiaries. Neither the Company nor any of its subsidiaries, (iii) Subsidiaries has received any written notice of an intention to terminate any of its material contracts or agreements from any of the grant of rights other parties to manufacture, produce, assemble, license, market, or sell its products to any other person or affect the Company's exclusive right to develop, manufacture, assemble, distribute, market or sell its products, or (iv) indemnification by the Company with respect to infringements of proprietary rightssuch contracts and agreements. (cb) Neither the Company nor any of its subsidiaries Subsidiaries has (i) declared or paid any dividends, dividends or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or incurred any other liabilities individually in excess of $10,000 100,000 or in the aggregate in excess of $25,000 in the aggregate1,000,000, (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory rights in the ordinary course of businessany material respect. (dc) For the purposes of subsections (ba) and (cb) above, the all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts with of such subsections. (ed) The Neither the Company nor any of its Subsidiaries is not a party to and or is not bound by any contract, agreement or instrument, or, at the time of Closing, or subject to any restriction under its Restated Certificate or Bylaws, charter documents that adversely affects its business, its properties or its financial conditionis reasonably likely to have a Material Adverse Effect.

Agreements; Action. (a) There Except for agreements expressly contemplated by this Agreement, there are no agreements, understandings understandings, or proposed transactions between the Company and any of its officers, directors, affiliates, or any affiliate thereof. (b) Except for agreements explicitly as contemplated by the Agreementsthis Agreement or as listed on Schedule 2.13 ereto, there are no agreements, understandings, instruments, instruments or contracts or proposed transactions to which the Company or any of its subsidiaries is a party or by which it is bound that involve bound, which (i) involve obligations (contingent or otherwise) of, or payments to, the Company or any of its subsidiaries in excess of, of $10,000100,000, (ii) are material to the conduct and operations of the Company's business or properties, including, without limitation, the license of any patent, copyright, trade secret secret, or other proprietary right rights to or from the Company or any provisions restricting or affecting the development, manufacture, or distribution of its subsidiariesthe Company's products or services, or (iii) the grant of rights to manufactureinvolve any employment or consulting arrangement, producewhether written or oral, assemble, license, market, or sell its products to any other person or affect the Company's exclusive right to develop, manufacture, assemble, distribute, market or sell its products, or (iv) indemnification by between the Company with respect to infringements of proprietary rightsand any Person. (c) Neither Except as listed on Schedule 2.13 hereto, the Company nor any of its subsidiaries has not (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class series or series classes of its capital stock, (ii) incurred any indebtedness for money borrowed or incurred any other liabilities individually in excess of $10,000 or 100,000 or, in the case of indebtedness and/or liabilities individually less than $100,000, in excess of $25,000 200,000 in the aggregate, or (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged exchanged, or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business. (d) For the purposes of subsections (b) and (c) above, the all indebtedness, liabilities, agreements, understandings, instruments, contracts contracts, and proposed transactions involving the same person or entity Person (including Persons the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts with of such subsections. (e) The Company is not a party to and any indenture, loan or credit agreement or any lease or other agreement or instrument or subject to any charter or corporate restriction which has a material adverse effect on the Company, or limits or restricts the ability of the Company to carry out its obligations under this Agreement. The Company is not bound by in default in any contractrespect in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any agreement or instrumentinstrument material to its business to which it is a party. (f) The contracts, oragreements and instruments listed on Schedule 2.13 are valid, at binding and in full force and effect in all material respects, and are valid, binding and enforceable by the time of ClosingCompany in accordance with their respective terms, subject to laws of general application relating to bankruptcy, insolvency and the relief or other equitable remedies. The Company is not in material default under any restriction under its Restated Certificate or Bylawsmaterial contract, that adversely affects its businessand, its properties or its financial conditionto the Company's knowledge, no other party to any such contract is in material default.

Agreements; Action. (a) There are no agreements, understandings or proposed transactions between To the Company and any best of its officers, directors, affiliates, or any affiliate thereof. (b) Except for agreements explicitly contemplated by the AgreementsStockholder's knowledge, there are no agreements, understandings, instrumentsinstuments, contracts contracts, proposed transactions, judgments, orders, writs or proposed transactions decrees to which the Company or any of its subsidiaries is a party or by which it is bound that may involve (i) obligations (contingent or otherwise) of, or payments to, to the Company or any of its subsidiaries in excess of, $10,00025,000, or (ii) the license of any patent, copyright, trade secret or other proprietary right to or from the Company , or any of its subsidiaries, (iii) provisions restricting or affecting the grant development, manufacture or distribution of rights to manufacture, produce, assemble, license, market, or sell its products to any other person or affect the Company's exclusive right to develop, manufacture, assemble, distribute, market products or sell its products, or (iv) indemnification by the Company with respect to infringements of proprietary rightsservices. (cb) Neither To the best of the Stockholder's knowledge, the Company nor any of its subsidiaries has not (i) declared or paid any dividends, dividends or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or incurred any other liabilities individually in excess of $10,000 or 25,000 or, in the case of indebtedness and/or liabilities individually less than $25,000, in excess of $25,000 50,000 in the aggregate, (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business. (dc) For the purposes of subsections (b) and (c) above, the all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts with of such subsections. (e) The Company is not a party to and is not bound by any contract, agreement or instrument, or, at the time of Closing, subject to any restriction under its Restated Certificate or Bylaws, that adversely affects its business, its properties or its financial condition.

Agreements; Action. (a) There are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, directors or affiliates, or any affiliate thereof. (b) Except for agreements explicitly contemplated by the Agreements, there There are no agreements, understandings, instruments, contracts contracts, proposed transactions, judgments, orders, writs or proposed transactions decrees to which the Company or any of its subsidiaries is a party or by which it is bound that involve which involve: (i) obligations (contingent or otherwise) of, of or payments to, to the Company or any of its subsidiaries in excess of, of $10,000, 100,000; (ii) the license of any patent, copyright, trade secret or other proprietary right intellectual property to or from the Company or any of its subsidiaries, Company; (iii) provisions restricting or affecting the grant development, manufacture or distribution of rights to manufacture, produce, assemble, license, market, or sell its products to any other person or affect the Company's exclusive right to develop, manufacture, assemble, distribute, market products or sell its products, services; or (iv) indemnification by the Company with respect to infringements of proprietary intellectual property rights. (c) Neither the The Company nor any of its subsidiaries has not: (i) declared or paid any dividends, dividends or authorized or made any distribution upon or with respect to any class or series of its capital stock, ; (ii) incurred any indebtedness for money borrowed or incurred any other liabilities individually in excess of $10,000 50,000 or in excess of $25,000 100,000 in the aggregate, ; (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or ; and (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business. (d) For the purposes of subsections (b) and (c) abovethis section, the all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual and aggregate minimum dollar amounts with such subsectionsof this section. (e) The Company is not a party to and is not bound by any contract, agreement or instrument, or, at the time of Closing, subject to any restriction under its Restated Certificate or Bylaws, that adversely affects its business, its properties or its financial condition.

Agreements; Action. Except as explicitly contemplated by the Agreements: (a) There are no written or oral agreements, understandings or proposed transactions between the Company and any of its officers, directors, employees, consultants, affiliates, or any affiliate thereof. (b) Except for agreements explicitly contemplated by the Agreements, there There are no written or oral agreements, understandings, instruments, contracts contracts, proposed transactions, judgments, orders, writs or proposed transactions decrees to which the Company or any of its subsidiaries is a party or by which it is bound that involve (i) obligations (contingent or otherwise) of, or payments to, the Company or any of its subsidiaries in excess of, of $10,00025,000, (ii) the license of any patent, copyright, trade secret or other proprietary right to or from the Company or any of its subsidiariesCompany, (iii) the grant of rights to manufacture, produce, assemble, license, market, or sell its products to any other person or that restrict or affect the Company's exclusive right to develop, manufacture, assemble, license, distribute, market or sell its products, or (iv) indemnification by the Company with respect to infringements of proprietary rights. (c) Neither the The Company nor any of its subsidiaries has not (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or incurred any other liabilities individually in excess of $10,000 25,000 or in excess of $25,000 100,000 in the aggregate, (iii) made any loans or advances to any person, other than ordinary advances for travel or other standard business expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business. (d) For the purposes of subsections (b) and (c) aboveTo its knowledge, the indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity shall be aggregated for the purpose of meeting the individual minimum dollar amounts with such subsections. (e) The Company is not a party to and is not bound by any contract, agreement or instrument, or, at the time of Closing, or subject to any restriction under its Restated Certificate or Bylaws, that materially adversely affects its businessbusiness as now conducted or as proposed to be conducted, its properties or its financial condition.

Agreements; Action. (a) There are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates, or any affiliate thereof. (b) Except for agreements explicitly contemplated by the Agreements, there are no agreements, understandings, instruments, contracts or proposed transactions to which the Company or any of its subsidiaries is a party or by which it is bound that involve (i) obligations (contingent or otherwise) of, or payments to, the Company or any of its subsidiaries in excess of, $10,00050,000, (ii) the license of any patent, copyright, trade secret or other proprietary right to or from the Company or any of its subsidiaries, (iii) the grant of rights to manufacture, produce, assemble, license, market, or sell its products to any other person or affect the Company's exclusive right to develop, manufacture, assemble, distribute, market or sell its products, products or (iv) indemnification by the Company with respect to infringements of proprietary rightsrights (other than indemnification obligations arising from purchase or sale or license agreements executed in the normal course of business). (c) Neither the Company nor any of its subsidiaries has (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or incurred any other liabilities individually in excess of $10,000 50,000 or in excess of $25,000 100,000 in the aggregate, (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory products in the ordinary course of business. (d) For the purposes of subsections (b) and (c) above, the indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity shall be aggregated for the purpose of meeting the individual minimum dollar amounts with such subsections. (e) The Company is not a party to and is not bound by any contract, agreement or instrument, or, at the time of Closing, or subject to any restriction under its Restated Certificate or Bylaws, that adversely affects its businessbusiness as now conducted or as proposed to be conducted, its properties or its financial condition. (e) The Company is not currently, and has not engaged in the past three months in any discussion (i) with any representative of any corporation or corporations regarding the merger of the Company with or into any such corporation or corporations, (ii) with any representative of any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company or a transaction or series of related transactions in which more than 50% of the voting power of the Company would be disposed of, or (iii) regarding any other form of liquidation, dissolution or winding up of the Company.

Agreements; Action. (a) There are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates, or any affiliate thereof. (b) Except for agreements explicitly contemplated by the Agreements, there are no agreements, understandings, instruments, contracts or proposed transactions to which the Company or any of its subsidiaries is a party or by which it is bound that involve (i) obligations (contingent or otherwise) of, or payments to, the Company or any of its subsidiaries in excess of, $10,00025,000, (ii) the license of any patent, copyright, trade secret or other proprietary right to or from the Company or any of its subsidiaries, (iii) the grant of rights to manufacture, produce, assemble, license, market, or sell its products to any other person or affect the Company's exclusive right to develop, manufacture, assemble, distribute, market or sell its products, ; or (iv) indemnification by the Company with respect to infringements infringement of proprietary rightsrights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business). (c) Neither the Company nor any of its subsidiaries has (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or incurred any other liabilities individually in excess of $10,000 25,000 or in excess of $25,000 100,000 in the aggregate, (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business. (d) For the purposes of subsections (b) and (c) above, the indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity shall be aggregated for the purpose of meeting the individual minimum dollar amounts with such subsections. (e) The Company is has not engaged in the past three (3) months in any discussion (i) with any representative of any corporation or corporations regarding the merger of the Company with or into any such corporation or corporations, (ii) with any representative of any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company or a party to and is not bound by transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company would be disposed of, or (iii) regarding any contractother form of liquidation, agreement dissolution or instrument, or, at winding up of the time of Closing, subject to any restriction under its Restated Certificate or Bylaws, that adversely affects its business, its properties or its financial conditionCompany.