Common use of Agreements; Action Clause in Contracts

Agreements; Action. (a) Except for agreements explicitly delivered at Closing and agreements between the Company and its employees with respect to the sale of the Company's Common Stock, there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates or any affiliate thereof. (b) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which may involve (i) obligations (contingent or otherwise) of, or payments to, the Company in excess of $10,000 (other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the ordinary course of business), or (ii) provisions restricting or affecting the development, manufacture or distribution of the Company's products or services or (iii) indemnification by the Company with respect to infringements of proprietary rights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business). (c) The Company 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 any other liabilities incurred in the ordinary course of business individually in excess of $10,000 (or, in the case of indebtedness and/or liabilities individually less than $10,000, 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, 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 of such subsections. (e) The Company has not engaged in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with 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 fifty percent (50%) of the voting power of the Company is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Company.

Agreements; Action. (a) Except for agreements explicitly delivered at Closing this Agreement and agreements between as set forth on Schedule 4.08, the Company and is not a party to any contract with any director, stockholder, officer or employee of the Company or any of its employees Affiliates (other than with respect to employment that is terminable at will), and no director, officer or employee of the sale Company or any of its Affiliates owns any property or right, tangible or intangible, necessary to the business of the Company's Common Stock, there are no agreements, understandings or as presently conducted and as proposed transactions between the Company and any of its officers, directors, affiliates or any affiliate thereofto be conducted. (b) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which that may involve (i) obligations (contingent or otherwise) of, or payments to, by the Company in excess of $10,000 (other than obligations of, or payments toUSD$500,000 per annum, the Company arising from purchase or sale agreements entered into in the ordinary course of business), or (ii) provisions restricting the license of any patent, copyright, trade secret or other proprietary right to or from the Company, (iii) the granting of any rights affecting the development, manufacture manufacture, licensing, marketing, sale or distribution of the Company's ’s products or services services, or (iiiiv) indemnification by the Company with respect to infringements of proprietary rights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business)rights. (c) The Company 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 any other liabilities incurred in the ordinary course of business individually in excess of $10,000 (USD$50,000 or, in the case of indebtedness and/or liabilities individually less than $10,000USD$150,000, in excess of $25,000 USD$300,000 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 businessbusiness or in connection with the liquidation of obsolete inventory and spare parts. (d) The Company has not entered into any letter of intent, memorandum of understanding or other similar document in the past six months (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 fifty percent (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, 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 of such subsections. (e) The Company has not engaged in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with 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 fifty percent (50%) of the voting power of the Company is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Company.

Agreements; Action. (a) Except for agreements explicitly delivered at Closing contemplated hereby and agreements between by the Company Investors' Rights Agreement and its employees with respect to the sale of the Company's Common StockAncillary Agreements, there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates affiliates, or any affiliate thereof. (b) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which that may involve (i) obligations (contingent or otherwise) of, or payments to, to the Company in excess of, $10,000, or (ii) the license of $10,000 any patent, copyright, trade secret or other proprietary right to or from the Company (other than obligations of, or payments to, the license by the Company arising from purchase or sale agreements entered into of its software and products to third-party customers in the ordinary course of businessbusiness or licenses of commercial off-the-shelf software used by the Company for internal purposes), or (iiiii) provisions restricting or affecting the development, manufacture or distribution of the Company's products or services services, or (iiiiv) indemnification by the Company with respect to infringements of proprietary rights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business)rights. (c) The Company has not (i) declared or paid any dividends, dividends or authorized or made any distribution upon or with respect to any class or series Series of its capital stock, (ii) incurred any indebtedness for money borrowed or any other liabilities incurred in the ordinary course of business individually in excess of $10,000 (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, 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 of such subsections. (e) The Company is not a party to and is not bound by any contract, agreement or instrument, or subject to any restriction under its Restated Certificate or Bylaws that adversely affects its business, its properties or its financial condition. (f) The Company has not engaged in the past six (6) months in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with 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, Company or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Company.

Agreements; Action. (a) Except for agreements explicitly delivered at Closing contemplated hereby and except for employment agreements between of employees of the Company and its employees with respect to the sale of the Company's Common Stockearning less than $100,000 per year, there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates or any affiliate thereof. (b) There are no agreements, understandings, instruments, contracts, contracts or proposed transactions, judgments, orders, writs or decrees transactions to which the Company is a party or to its knowledge by which it is bound which may that involve (i) obligations (contingent or otherwise) of, or payments to, the Company in excess of $10,000 (other than obligations of50,000, or payments to, the Company arising from purchase or sale agreements entered into in the ordinary course of business), or (ii) provisions restricting or affecting the developmentobligations that have a duration of greater than one year, manufacture or distribution of the Company's products or services or (iii) indemnification by the Company with respect license of any patent, copyright, trade secret or other proprietary right to infringements of proprietary rights (other than indemnification obligations arising or from purchase or sale agreements entered into in the ordinary course of business)Company. (cb) The Company 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) other than as set forth on the face of the Financial Statements (as defined below), incurred any indebtedness for money borrowed or incurred any other liabilities incurred in the ordinary course of business individually in excess of $10,000 (or, in the case of indebtedness and/or liabilities individually less than $10,000, 50,000 or 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) aboveThe Company is not a party to and is not bound by any contract, all indebtednessagreement or instrument, liabilitiesor subject to any restriction under its Restated Certificate or Xxxxxx, agreementsthat materially adversely affects its business as now conducted or as proposed to be conducted, understandings, instruments, contracts and proposed transactions involving the same person its properties 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 of such subsectionsits financial condition. (ed) The Company has not engaged in the past six (6) months in any material discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with 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, Company or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Company.

Agreements; Action. (a) Except for agreements explicitly delivered at Closing and agreements between the Company and its employees with respect to the sale of the Company's Common Stock, there There are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates affiliates, or any affiliate thereof. (b) There Except for agreements explicitly contemplated hereby and agreements for the sale or distribution of the Company's products and services in the ordinary course of business, there are no agreements, understandings, instruments, contracts, contracts or proposed transactions, judgments, orders, writs or decrees transactions to which the Company is a party or to its knowledge by which it is bound which may that involve (i) obligations (contingent current or otherwise) of, or payments to, the Company in excess of $10,000 (other than future obligations of, or payments to, to the Company arising from purchase or sale agreements entered into in the ordinary course of business)excess of, or $50,000, (ii) provisions restricting or affecting the developmentobligations that have a duration of greater than one year, manufacture or distribution of the Company's products or services or (iii) indemnification by the Company with respect license of any patent, copyright, trade secret or other proprietary right to infringements of proprietary rights (other than indemnification obligations arising or from purchase or sale agreements entered into in the ordinary course of business)Company. (c) The Company 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 that remains outstanding or incurred any other liabilities incurred in the ordinary course of business that remain outstanding individually in excess of $10,000 (or, in the case of indebtedness and/or liabilities individually less than $10,000, 25,000 or in excess of $25,000 125,000 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) The Company is not a party to and (c) aboveis not bound by any contract, all indebtednessagreement or instrument, liabilitiesor subject to any restriction under its Restated Articles or By-laws, agreementsthat materially adversely affects its business as now conducted or as proposed to be conducted, understandings, instruments, contracts and proposed transactions involving the same person its properties 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 of such subsectionsits financial condition. (e) The Company has not engaged in the past six (6) months in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with 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, Company or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Company.

Agreements; Action. (a) Except for agreements explicitly delivered at Closing contemplated hereby and agreements between by the Company and its employees with respect to the sale of the Company's Common StockInvestors' Rights Agreement, there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates affiliates, or any affiliate thereof. (b) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which may involve (i) obligations of the Company (contingent or otherwise) of, or payments to, to the Company in excess of of, $10,000 (other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the ordinary course of business)more, or (ii) the license of any patent, copyright, trade secret or other proprietary right to or from the Company or (iii) provisions restricting or affecting the development, manufacture or distribution of the Company's products or services services, or (iiiiv) indemnification by the Company with respect to infringements of proprietary rights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business)Company. (c) The Company 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 any other liabilities incurred in the ordinary course of business individually in excess of $10,000 (or, in the case of indebtedness and/or liabilities individually less than $10,000, in excess of $25,000 in the aggregate), (iii) made any loans or advances to any person, other than ordinary advances to employees 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, 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 of such subsections. (e) The Company is not a party to and is not bound by any contract, agreement or instrument, or subject to any restriction under its Restated Certificate or Bylaws, which could adversely affect its business as now conducted or as proposed to be conducted, its properties or its financial condition. (f) The Company has not engaged in the past three (3) months in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with 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 Company in a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Company. (g) As of the Closing, the Company has not incurred any expenses and has no liabilities individually in excess of $10,000 or, in the case of expenses and/or liabilities individually less than $10,000, in excess of $25,000 in the aggregate.

Agreements; Action. (a) Except for agreements explicitly delivered at Closing contemplated hereby and agreements between by the Company Investors' Rights Agreement and its employees with respect to the sale of the Company's Common StockAncillary Agreements, 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 as set forth on the Schedule of Exceptions, There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which that may involve (i) obligations (contingent or otherwise) of, or payments to, to the Company in excess of $10,000 (other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the ordinary course of business)$5,000, or (ii) the license of any patent, copyright, trade secret or other proprietary right to or from the Company, or (iii) provisions restricting or affecting the development, manufacture or distribution of the Company's products or services or (iii) indemnification by the Company with respect to infringements of proprietary rights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business)services. (c) The Company 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) ), except as set forth on Schedule 2.12(c)(ii), incurred any indebtedness for money borrowed or any other liabilities incurred in the ordinary course of business individually in excess of $10,000 (5,000 or, in the case of indebtedness and/or liabilities individually less than $10,0005,000, 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, 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 of such subsections. (e) The Company has is not engaged in a party to and is not bound by any discussion (i) with any representative of any corporation contract, agreement or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with 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 Companyinstrument, or a transaction subject to any restriction under its Restated Certificate or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed ofBylaws that adversely affects its business as now conducted or as proposed to be conducted, its properties or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Companyits financial condition.

Agreements; Action. (a) Except for agreements explicitly delivered at Closing the Financing Agreements, the Convertible Notes, the Related Agreements and agreements between the Company and its employees with respect to the sale sales of the Company's ’s Common Stock, there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates affiliates, or any affiliate thereof. (b) There Except for the Convertible Notes and the Related Agreements, there are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which that may involve (i) obligations (contingent or otherwise) of, or payments to, by the Company in excess of of, $10,000 (50,000 other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the ordinary course of the Company’s business), or (ii) provisions restricting the license of any patent, copyright, trade secret or other proprietary right to or from the Company, or (iii) the granting of any rights affecting the development, manufacture manufacture, licensing, marketing, sale or distribution of the Company's ’s products or services services, or (iiiiv) indemnification by the Company with respect to infringements of proprietary rights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business)rights. (c) The Except for the Convertible Notes, the Company 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 any other liabilities incurred in the ordinary course of business individually in excess of $10,000 (50,000 or, in the case of indebtedness and/or liabilities individually less than $10,00050,000, 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) The Company has not entered into any letter of intent, memorandum of understanding or other similar document in the past three months (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 fifty percent (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, 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 of such subsections. (e) The Company has not engaged in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with 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 fifty percent (50%) of the voting power of the Company is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Company.

Agreements; Action. (a) Except for agreements explicitly delivered at Closing and agreements between the Company and its employees with respect to the sale of the Company's Common Stock, there There are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates employees, contractors or any affiliate thereofconsultants that provide for compensation in excess of $200,000. (b) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party party, or to its knowledge Knowledge, by which it is bound bound, which may involve (i) future obligations (contingent or otherwise) of, or payments to, the Company in excess of $10,000 (other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the ordinary course of business)125,000, or (ii) provisions restricting the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses to the Company of “off the shelf” software or other standard products), or (iii) the grant of any rights affecting the development, manufacture manufacture, licensing, distribution, marketing, or distribution sale of the Company's ’s products or services services, or (iiiiv) indemnification by the Company with respect to infringements of proprietary rights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business)rights. (c) The Company has not (i) accrued, 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 or guaranteed any indebtedness for money borrowed or any other liabilities (other than trade payables incurred in the ordinary course of business or as disclosed in the Financial Statements) individually in excess of $10,000 (125,000 or, in the case of indebtedness and/or liabilities individually less than $10,000125,000, in excess of $25,000 200,000 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, 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 of such subsections. (e) The Company has is not engaged in any discussion (i) with any representative a guarantor or indemnitor of any corporation or corporations regarding the consolidation or merger indebtedness of the Company with or into any such corporation or corporations, (ii) with 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 fifty percent (50%) of the voting power of the Company is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Companyperson.

Agreements; Action. (a) Except for this Agreement, the Stockholders' Agreements, the proprietary information and inventions agreement in the form(s) as made available to Venaxis and the Purchaser, and stock option agreements explicitly delivered at Closing and agreements between the Company and its employees with respect to the sale of Outstanding Options in the Company's Common Stockform(s) made available to Venaxis and the Purchaser, there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, employees, stockholders, affiliates or any affiliate thereof. (b) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge the Company's Knowledge by which it the Company is bound which that may involve involve, from the date hereof, (i) future obligations (contingent or otherwise) of, or payments to, the Company in excess of $10,000 25,000; (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than obligations of, or payments to, licenses by the Company arising from purchase of "off the shelf" or sale agreements entered into in other standard products); (iii) indemnification by the ordinary course Company with respect to infringements of business), or proprietary rights; (iiiv) provisions restricting or affecting the development, manufacture or distribution of the Company's products or services or (iii) indemnification by that limit of purport to limit the ability of the Company to compete in any line of business or geographic area, with respect to infringements any Person; (v) the sale of proprietary rights (any of the Company's assets, other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business; (vi) the acquisition of any business, equity or assets of any other Person or any real property (whether by merger, sale of stock, sale of assets or otherwise); (vii) powers of attorney with respect to the business of the Company; (viii) performance by any party more than one (1) year from the date hereof, which, in each case, cannot be cancelled without penalty or without more than 30 days' notice; and (ix) any material terms relating to the Company's assets, properties, or the operation of the Business, each a "Material Contract". Each Material Contract is valid and binding on the Company in accordance with its terms and is in full force and effect. Neither the Company, nor to the Company's Knowledge, any other party thereto is in breach of or default under (or is alleged to be in breach of or default under) in any material respect, or has provided or received any notice of any intention to terminate, any Material Contract. No event or circumstance has occurred that, with notice or lapse of time or both, would constitute an event of default under any Material Contract or result in a termination thereof or would cause or permit the acceleration or other changes of any right or obligation or the loss of any benefit thereunder. Complete and correct copies of each Material Contract (including all modifications, amendments and supplements thereto and waivers thereunder) have been made available to Venaxis and the Purchaser. There are no material disputes pending or, to the Company's Knowledge, threatened under any Material Contract. (c) The Company has not (i) accrued, declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stockstock or membership interest, (ii) incurred or guaranteed any indebtedness for money borrowed or any other liabilities (other than trade payables incurred in the ordinary course of business or as disclosed in the Financial Statements) individually in excess of $10,000 (20,000 or, in the case of indebtedness and/or liabilities individually less than $10,00020,000, in excess of $25,000 40,000 in the aggregate), (iii) made any loans or advances to any personPerson, other than ordinary advances for business related 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, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity Person (including persons or entities Persons the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections. (e) The Company has not engaged in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with 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 fifty percent (50%) of the voting power of the Company is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Company.

Agreements; Action. Except as provided in Schedule 2.12 of the Schedule of Exceptions and agreements expressly contemplated hereby: (a) Except for agreements explicitly delivered at Closing and agreements between the Company and its employees with respect to the sale of the Company's Common Stock, there are no agreements, understandings or proposed transactions between the Company nor any of its Subsidiaries and any of its their respective officers, directors, affiliates shareholders or any affiliate affiliates thereof.; and (b) There there are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is or any of its Subsidiaries are a party or to its knowledge by which it or any of them is bound which that may involve (i) obligations (contingent or otherwise) of, or payments to, to the Company or any of its Subsidiaries, in excess of $10,000 (100,000, other than obligations of, or payments to, the Company or any of its Subsidiaries arising from purchase or sale agreements entered into in the ordinary course of business), (ii) the license of any patent, copyright, trade secret or other proprietary right to or from the Company or any of its Subsidiaries, other than licenses arising from the purchase of "off the shelf" or other standard products, or (iiiii) provisions restricting or affecting the development, manufacture development or distribution of the Company's or any of its Subsidiaries' products or services or (iii) indemnification by the Company with respect to infringements of proprietary rights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business).services; and (c) The neither the Company has not nor any of its Subsidiaries have (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 any other liabilities incurred in the ordinary course of business individually in excess of $10,000 (100,000 or, in the case of indebtedness and/or liabilities to any one third party individually less than $10,000100,000, in excess of $25,000 200,000 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 for the purposes of subsections (b) and (c) above, 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 of such subsections. (e) The Company has not engaged in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with 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 fifty percent (50%) of the voting power of the Company is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Company.

Agreements; Action. (ai) Except for agreements explicitly delivered at Closing and agreements between the Company and its employees with respect to the sale As of the Company's Common Stockdate hereof, there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates or any affiliate thereof. (b) There are no agreements, understandings, instruments, contracts, contracts or proposed transactions, judgments, orders, writs or decrees transactions to which the Company or any of its Subsidiaries is a party or to its knowledge by which it is bound which may that involve (i1) obligations (contingent or otherwise) of, or payments to, the Company or such Subsidiary in excess of $10,000 500,000 (other than obligations ofthe Transaction Documents and the CarVal Note Documents), (2) the license of any Intellectual Property to or from the Company other than licenses with respect to commercially available software products under standard end-user object code license agreements or standard customer terms of service and privacy policies for Internet sites, (3) the grant of rights to manufacture, produce, assemble, license, market, or payments tosell its products or services to any other Person, or that limit the Company arising from purchase Company’s exclusive right to develop, manufacture, assemble, distribute, market or sale agreements entered into in the ordinary course of business)sell its products or services, or (ii4) provisions restricting establishment or affecting the operation of any joint venture, partnership, joint development, manufacture strategic alliance or distribution of the Company's products or services or (iii) indemnification by the Company with respect to infringements of proprietary rights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business)similar arrangement. (cii) The As of the date hereof, the Company has not (i1) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii2) except for Indebtedness with a outstanding principal amount (or principal commitment amount) less than $500,000, incurred any indebtedness for money borrowed or incurred any other liabilities incurred in the ordinary course of business individually in excess of $10,000 (or, in the case of other than indebtedness and/or or liabilities individually less than $10,000, in excess of $25,000 in the aggregatethat have already been fully satisfied), (iii3) made any loans or advances to any personPerson, other than ordinary advances for travel expenses, or (iv4) 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. (diii) For the purposes of subsections (bi) and (cii) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity Person (including persons or entities Persons the Company has reason to believe are affiliated therewithwith each other) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsectionssubsection. (eiv) The As of the date on which this representation and warranty is made or deemed made, neither the Company has not engaged in nor any discussion (i) with any representative of its Subsidiaries is a guarantor or indemnitor of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with 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 fifty percent (50%) of the voting power of the Company is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the CompanyIndebtedness.

Agreements; Action. (a) Except for the agreements explicitly delivered at Closing and agreements between the Company and its employees with respect to the sale of the Company's Common Stockcontemplated hereby, there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates or any affiliate thereof. None of the Company's officers, directors or, to the Company's knowledge, stockholders, have any direct or indirect ownership interest in any firm or corporation which, to the Company's knowledge, is in a business which is the same as or substantially similar to the Company's business. (b) There are no agreements, understandings, instruments, contracts, contracts or proposed transactions, judgments, orders, writs or decrees transactions to which the Company is a party or to its knowledge by which it is bound which may involve (i) obligations (contingent or otherwise) of, or payments to, to the Company in excess of $10,000 (other than obligations of, or payments to$25,000, the Company arising from purchase or sale agreements entered into in the ordinary course of business), or (ii) the license of any patent, copyright, trade secret or other proprietary right of the Company, (iii) provisions restricting or affecting the development, manufacture or distribution of the Company's products or services or services, (iiiiv) indemnification by the Company with respect to infringements of proprietary rights rights, or (v) any other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business)material agreement. (c) The Company 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 incurred in the ordinary course of business individually in excess of $10,000 (or, in the case of indebtedness and/or liabilities individually less than $10,000, or in excess of $25,000 50,000 in the aggregate), other than obligations or liabilities of the Company for compensation under employment, advisor or consulting agreements, (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, and 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 The Company is not a party to and is not bound by any contract, agreement or instrument, or subject to any restriction under its Restated Certificate of subsections (b) and (c) aboveIncorporation or Bylaws, all indebtednesswhich adversely affects in any material respect its business as now conducted or as proposed to be conducted, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person its properties 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 of such subsectionsits financial condition. (e) The Company has not engaged in the past three months in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with 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 fifty percent (50%) of the voting power of the Company is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Company.,

Agreements; Action. (a) Except for agreements explicitly delivered at Closing the Financing Agreements and agreements between the Company and its employees with respect to the sale sales of the Company's ’s Common Stock, there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates affiliates, or any affiliate thereof. (b) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which that may involve (i) obligations (contingent or otherwise) of, or payments to, by the Company in excess of of, $10,000 (25,000 other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the ordinary course of the Company’s business), or (ii) provisions restricting the license of any patent, copyright, trade secret or other proprietary right to or from the Company, or (iii) the granting of any rights affecting the development, manufacture manufacture, licensing, marketing, sale or distribution of the Company's ’s products or services or (iiiiv) indemnification by the Company with respect to infringements of proprietary rights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business)rights. (c) The Company 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 any other liabilities incurred in the ordinary course of business individually in excess of $10,000 (or, in the case of indebtedness and/or liabilities individually less than $10,000, in excess of $25,000 30,000 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) The Company has not entered into any letter of intent, memorandum of understanding or other similar document (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 fifty percent (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, 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 of such subsections. (e) The Company has not engaged in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with 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 fifty percent (50%) of the voting power of the Company is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Company.

Agreements; Action. (a) Except for agreements explicitly delivered at Closing contemplated hereby and agreements between by the Company and its employees with respect to the sale of the Company's Common StockInvestors' Rights Agreement, there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates affiliates, or any affiliate thereof. (b) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which that may involve (i) obligations (contingent or otherwise) of, or payments to, to the Company in excess of, $10,000, or (ii) the license of $10,000 any patent, copyright, trade secret or other proprietary right to or from the Company (other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into license of the Company's software and products in the ordinary course of business), or (iiiii) provisions restricting or affecting the development, manufacture or distribution of the Company's products or services or (iii) indemnification by the Company with respect to infringements of proprietary rights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business)services. (c) The Company 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 any other liabilities incurred in the ordinary course of business individually in excess of $10,000 (or, in the case of indebtedness and/or liabilities individually less than $10,000, 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, 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 of such subsections. (e) The Company has not engaged in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with 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 fifty percent (50%) of the voting power of the Company is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Company.

Agreements; Action. (a) Except for agreements explicitly delivered at Closing and agreements between the Company and its employees with respect to the sale of the Company's Common Stock, there There are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates employees, contractors or any affiliate thereofconsultants that provide for compensation in excess of $500,000. (b) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party party, or to its knowledge Knowledge, by which it is bound bound, which may involve (i) future obligations (contingent or otherwise) of, or payments to, the Company in excess of $10,000 (other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the ordinary course of business)750,000, or (ii) provisions restricting the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses to the Company of “off the shelf” software or other standard products), or (iii) the grant of any rights affecting the development, manufacture manufacture, licensing, distribution, marketing, or distribution sale of the Company's ’s products or services services, or (iiiiv) indemnification by the Company with respect to infringements of proprietary rights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business)rights. (c) The Company has not (i) accrued, 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 or guaranteed any indebtedness for money borrowed or any other liabilities (other than trade payables incurred in the ordinary course of business or as disclosed in the Financial Statements) individually in excess of $10,000 (750,000 or, in the case of indebtedness and/or liabilities individually less than $10,000750,000, in excess of $25,000 1,500,000 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, 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 of such subsections. (e) The Company has is not engaged in any discussion (i) with any representative a guarantor or indemnitor of any corporation or corporations regarding the consolidation or merger indebtedness of the Company with or into any such corporation or corporations, (ii) with 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 fifty percent (50%) of the voting power of the Company is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Companyperson.

Agreements; Action. (a) Except for agreements explicitly delivered at Closing contemplated hereby and agreements between by the Company and its employees with respect to the sale of the Company's Common StockInvestors' Rights Agreement or any Ancillary Agreement, there are no commitments, agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates or any affiliate thereof. (b) There are no commitments, agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which may involve (i) obligations (contingent or otherwise) of, or payments to, the Company in excess of $10,000 (other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the ordinary course of business)50,000, or (ii) the license of any patent, copyright, trade secret or other proprietary right to or from the Company or (iii) provisions restricting or affecting the development, manufacture or distribution of the Company's products or services or (iii) indemnification by the Company with respect to infringements of proprietary rights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business)services. (c) The Company 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 any other liabilities incurred in the ordinary course of business individually in excess of $10,000 (50,000 or, in the case of indebtedness and/or liabilities individually less than $10,00050,000, in excess of $25,000 200,000 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, 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 of such subsections. (e) The Company has is not engaged in a party to and is not bound by any discussion contract, agreement or instrument, or subject to any restriction under its Articles of Incorporation (ias amended) with or Bylaws, which adversely affects its business as now conducted or as proposed to be conducted, its properties or its financial condition. (f) The Company is not a party to any representative of any corporation employment or corporations regarding the consolidation or merger of consulting agreements that are not terminable at will by the Company with or into any such corporation or corporations, (ii) with 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 on no more than fifty percent thirty (50%30) of the voting power of the Company is disposed of, days' notice without cost or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of liability to the Company.

Agreements; Action. (a) Except for agreements explicitly delivered at Closing and agreements between the Company and its employees with respect to the sale of the Company's Common StockTransaction Documents, there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates or any affiliate thereof. (b) There are no agreements, understandings, instruments, contracts, contracts or proposed transactions, judgments, orders, writs or decrees transactions to which the Company is a party or to its knowledge by which it is bound which may involve (i) obligations (contingent or otherwise) of, or payments to, to the Company in excess of $10,000 (other than obligations of, or payments to$25,000, the Company arising from purchase or sale agreements entered into in the ordinary course of business), or (ii) provisions restricting the license of any patent, copyright, trade secret or affecting the development, manufacture or distribution other proprietary right of the Company's products or services Company or (iii) indemnification by the Company with respect to infringements of proprietary rights (any other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business)material obligation. (c) The Company 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 incurred in the ordinary course of business individually in excess of $10,000 (or, in the case of indebtedness and/or liabilities individually less than $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, 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, 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 of such subsections. (e) The Company has not engaged in the past three (3) months in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with 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, Company or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Company. (e) For the purposes of subsections (b) and (c) above, 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) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections. (f) The Company has delivered to the Purchasers a true and complete copy of each agreement listed on the Schedule of Exceptions.

Agreements; Action. (a) Except for the agreements explicitly delivered at Closing and agreements between the Company and its employees with respect to the sale of the Company's Common Stockcontemplated hereby, there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates or any affiliate thereof. None of the Company's officers, directors or, to the Company's knowledge, stockholders, have any direct or indirect ownership interest in any firm or corporation which, to the Company's knowledge, is in a business which is the same as or substantially similar to the Company's business. (b) There are no agreements, understandings, instruments, contracts, contracts or proposed transactions, judgments, orders, writs or decrees transactions to which the Company is a party or to its knowledge by which it is bound which may involve (i) obligations (contingent or otherwise) of, or payments to, to the Company in excess of $10,000 (other than obligations of, or payments to$25,000, the Company arising from purchase or sale agreements entered into in the ordinary course of business), or (ii) the license of any patent, copyright, trade secret or other proprietary right of the Company, (iii) provisions restricting or affecting the development, manufacture or distribution of the Company's products or services or services, (iiiiv) indemnification by the Company with respect to infringements of proprietary rights rights, or (v) any other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business)material agreement. (c) The Company 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 incurred in the ordinary course of business individually in excess of $10,000 (or, in the case of indebtedness and/or liabilities individually less than $10,000, or in excess of $25,000 50,000 in the aggregate), other than obligations or liabilities of the Company for compensation under employment, advisor or consulting agreements, (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, and 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 The Company is not a party to and is not bound by any contract, agreement or instrument, or subject to any restriction under its Restated Certificate of subsections (b) and (c) aboveIncorporation or Bylaws, all indebtednesswhich adversely affects in any material respect its business as now conducted or as proposed to be conducted, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person its properties 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 of such subsectionsits financial condition. (e) The Company has not engaged in the past three months in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with 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, Company or a transaction or series of related transactions in which more than fifty percent (50%) % of the voting power of the Company is disposed of, other than as contemplated by this Agreement, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Company. (f) For purposes of subsections (b) and (c) above, 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 of such subsections. The Company has no other employee benefit plans presently in force with respect to profit sharing, pensions, stock options, rights or other stock benefits. The Company is not aware of any key employee of the Company who has any plans to terminate is or her employment with the Company. No key employee of the Company has voluntarily terminated his or her employment with the Company within the past six months. (g) All of the material contracts, agreements, and instruments to which the Company is a party are valid, binding, and in full force and effect in all material respects. Copies of all such documents have been made available to special counsel for the Investors.

Agreements; Action. (a) Except for agreements explicitly delivered at Closing and agreements between the Company and its employees with respect to the sale of the Company's Common Stockcontemplated hereby, there are no material agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates affiliates, or any affiliate affiliates thereof. (b) There are no agreements, understandings, instruments, contracts, contracts or proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which may involve (i) obligations (contingent or otherwise) of, or payments to, to the Company in excess of $10,000 (other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the ordinary course of business)25,000, or (ii) provisions restricting the license of any patent, copyright, trade secret or affecting the development, manufacture other proprietary right to or distribution of from the Company's products or services or (iii) indemnification by the Company with respect to infringements of proprietary rights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business). (c) The Company 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 incurred in the ordinary course of business individually in excess of $10,000 (or, in the case of indebtedness and/or liabilities individually less than $10,000, 25,000 or 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) The Company is not a party to and (c) aboveis not bound by any contract, all indebtednessagreement or instrument, liabilitiesor subject to any restriction under its Amended Certificate or Bylaws, agreementswhich materially adversely affects its business as now conducted or as proposed to be conducted, understandings, instruments, contracts and proposed transactions involving the same person its properties 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 of such subsectionsits financial condition. (e) The Company has not engaged in the past twelve (12) months in any discussion (i) with any representative of any corporation or corporations person regarding the consolidation or merger of the Company with or into any such corporation or corporationsperson, (ii) with 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 fifty percent (50%) of the voting power of the Company is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Company.

Agreements; Action. (a) Except for agreements explicitly delivered at Closing and agreements between the Company and its employees with respect to the sale of the Company's Common Stockcontemplated hereby, there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates or any affiliate thereof, including the Stockholder. (b) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which that may involve (i) obligations (contingent or otherwise) of, or payments to, to the Company in excess of $10,000 (other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the ordinary course of business)$5,000, or (ii) the license of any patent, copyright, trade secret or other proprietary right to or from the Company, or (iii) provisions restricting or affecting the development, manufacture or distribution of the Company's products or services services, or (iiiiv) indemnification by the Company with respect to infringements infringement of proprietary rights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business)rights. (c) The Company 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 any other liabilities incurred in the ordinary course of business individually in excess of $10,000 (5,000 or, in the case of indebtedness and/or liabilities individually less than $10,0005,000, 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, 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 purposes of meeting the individual minimum dollar amounts of such subsections. (e) The Company is not a party to and is not bound by any contract, agreement or instrument, or subject to any restriction under its Certificate of Incorporation or Bylaws that has or will have a Material Adverse Effect. (f) Except with respect to the Reorganization, the Company has not engaged in the past three months in any discussion (i) with any representative representatives of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with 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, Company or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Company.

Agreements; Action. (a) Except for agreements explicitly delivered at Closing contemplated hereby and agreements between by the Company and its employees with respect to the sale of the Company's Common StockInvestors' Rights Agreement, there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates affiliates, or any affiliate thereof. (b) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which that may involve (i) obligations outside the normal course of business (contingent or otherwise) of, or payments to, to the Company in excess of, $50,000, or (ii) the license of $10,000 any patent, copyright, trade secret or other proprietary right to or from the Company (other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into license of the Company's software and products in the ordinary course of business), or (iiiii) provisions restricting or affecting the development, manufacture or distribution of the Company's products or services or (iii) indemnification by the Company with respect to infringements of proprietary rights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business)services. (c) The Company 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 any other liabilities incurred in the ordinary course of business individually in excess of $10,000 (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, 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 of such subsections. (e) The Company is not a party to and is not bound by any contract, agreement or instrument, or subject to any restriction under its Restated Articles or Bylaws that adversely affects its business as now conducted or as proposed to be conducted, its properties or its financial condition. (f) The Company has not engaged in the past three (3) months in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with 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, Company or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Company.

Agreements; Action. (a) Except for agreements explicitly delivered at Closing and agreements between the Company and its employees with respect to the sale as disclosed in paragraph 1 of the Company's Common StockExhibit C hereto, there are no agreements, understandings agreements or proposed transactions between the Company and any of its officers, directors, affiliates or any affiliate thereof. (b) There Except for agreements explicitly contemplated by the Agreements and those agreements referenced in Exhibit C hereto, there are no agreements, understandings, instruments, contracts, contracts or proposed transactions, judgments, orders, writs or decrees transactions to which the Company is a party or to its knowledge by which it is bound which may that involve (i) obligations (contingent or otherwise) of, or annual payments to, the Company in excess of $10,000 (other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the ordinary course of business)500,000, or (ii) provisions restricting the grant of rights to manufacture, produce, assemble, license, market, or affecting the development, manufacture sell its products to any other person or distribution of affect the Company's products exclusive right to develop, manufacture, assemble, distribute, market or services or (iii) indemnification by the Company with respect to infringements of proprietary rights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business)sell its products. (c) The Company 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 incurred in the ordinary course of business which are outstanding individually in excess of $10,000 (or, in the case of indebtedness and/or liabilities individually less than $10,000, 500,000 or in excess of $25,000 1,000,000 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 The Company has provided copies of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, its material contracts and proposed transactions involving agreements to the same person or entity (including persons or entities Purchasers who have requested same; provided that it is not obligated to provide any contracts which are covered by confidentiality agreements prohibiting such action; and provided further that it is not obligated to provide proprietary contracts to any Purchaser which the Company has reason determines to believe are affiliated therewith) shall be aggregated for potentially capable of competing with the purpose of meeting the individual minimum dollar amounts of such subsectionsCompany. (e) The Company has not engaged in the past three (3) months in any discussion (i) with any representative of any corporation corporation, partnership, association or corporations other business entity or any individual regarding the consolidation or merger of the Company with or into any such corporation or corporationsentity, (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, Company or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is would be disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Company.

Agreements; Action. (a) Except for agreements explicitly delivered at Closing and agreements between contemplated by this Agreement, the Company and its employees with respect to Investors' Rights Agreement, the sale of Stockholder Voting Agreement or the Company's Common StockInvestors Voting Agreement, there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates affiliates, or any affiliate thereof. (b) There Except for agreements explicitly contemplated by this Agreement or the Investors' Rights Agreement, there are no agreements, understandings, instruments, contracts, or proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound outside the normal course of business, which may involve (i) obligations (contingent or otherwise) of, or payments to, to the Company in excess of $10,000 (other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the ordinary course of business), or (ii) provisions restricting or affecting the development, manufacture or distribution of the Company's products or services or (iii) indemnification by the Company with respect to infringements of proprietary rights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business)$100,000. (c) The Company 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 any other liabilities incurred in the ordinary course of business individually in excess of $10,000 (100,000 or, in the case of indebtedness and/or liabilities individually less than $10,000100,000, in excess of $25,000 250,000 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 material 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, 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 of such subsections. (e) Since November 30, 1995, the Company has not received notice that there has been a cancellation of one or more orders for the Company's services or a loss of one or more customers of the Company, the cancellation or loss of which in the aggregate would result in the loss of an amount equal to or greater than 1% of the Company's revenues for the fiscal year ended November 30, 1995. The Company is not aware of any facts or circumstances that would lead it to reasonably believe that there will be a cancellation of one or more orders for the Company's services or a loss of one or more customers of the Company, the cancellation or loss of which in the aggregate would materially adversely affect the business and prospects of the Company. (f) The Company is not a party to and is not bound by any contract, agreement or instrument, or subject to any restriction under the Restated Articles or its Amended and Restated Bylaws, which materially adversely affects its business as now conducted or as proposed to be conducted, its properties or its financial condition. (g) With the exception of any discussions held with all of the Investors, the Company has not engaged in the past three (3) months in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with 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, Company or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Company.

Agreements; Action. (a) Except for agreements explicitly delivered at Closing described herein and agreements between in the Company and its employees with respect to the sale of the Company's Common StockInvestor Rights Agreement, there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates affiliates, or any affiliate thereof. (b) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which that may involve (i) obligations (contingent or otherwise) of, or payments to, by the Company in excess of $10,000 (other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the ordinary course of business)$50,000, or (ii) the license of any patent, copyright, trade secret or other proprietary right to or from the Company, or (iii) provisions restricting or adversely affecting the development, manufacture or distribution of the Company's products or services or (iiiiv) indemnification by the Company with respect to infringements of proprietary rights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business)rights. (c) The Company 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 any other liabilities incurred in the ordinary course of business individually in excess of $10,000 (75,000 or, in the case of indebtedness and/or liabilities individually less than $10,00075,000, in excess of $25,000 150,000 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, 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 of such subsections. (e) The Company has is not engaged in a party to and is not bound by any discussion (i) with any representative of any corporation contract, agreement or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with 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 Companyinstrument, or a transaction subject to any restriction under its Certificate of Incorporation or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed ofits Bylaws that adversely affects its business as now conducted or as proposed to be conducted, its properties or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Companyits financial condition.

Agreements; Action. (a) Except for agreements explicitly delivered at Closing and agreements between Since September 30, 2000,except as described in the Company and its employees with respect to the sale of the Company's Common StockSEC Documents or as set forth on Schedule 2.11(a), there are have been no material agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates affiliates, or any affiliate thereof; and no such agreement, understanding or transaction entered into prior to September 30, 2000, will have any material effect on the Company's business, prospects, financial condition or results of operations. (b) There Except as included in the SEC Documents and as set forth on Schedule 2.11(b), there are no agreements, understandings, instruments, contracts, contracts or proposed transactions, judgments, orders, writs or decrees transactions to which the Company is a party or to its knowledge by which it is bound which may that involve (i) obligations (contingent or otherwise) of, or payments to, to the Company in excess of of, $10,000 (50,000, other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the ordinary course of the Company's business), or (ii) provisions restricting the license of any patent, copyright, trade secret or affecting the development, manufacture other proprietary right to or distribution of the Company's products or services or (iii) indemnification by from the Company with respect to infringements of proprietary rights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of the Company's business). (c) The Since September 30, 2000, the Company 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) except as disclosed in the SEC Documents, incurred any indebtedness for money borrowed or incurred any other liabilities incurred in the ordinary course of business individually in excess of $10,000 (or, in the case of indebtedness and/or liabilities individually less than $10,000, 50,000 or in excess of $25,000 200,000 in the aggregate), (iii) made any loans loans, or advances to any person, other than ordinary advances for travel expenses, or (iv) except as set forth on Schedule 2.11(c), other than in the ordinary course of business and consistent with past practice, 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, 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 of such subsections. (e) The Company has is not engaged in a party to and is not bound by any discussion (i) with any representative of any corporation contract, agreement or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with 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 Companyinstrument, or a transaction subject to any restriction under its Restated Certificate or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed ofBylaws, that materially and adversely affects its business, as now conducted, its properties or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Companyits financial condition.

Agreements; Action. (a) Except for agreements explicitly delivered at Closing contemplated hereby and agreements between by the Company and its employees with respect to the sale of the Company's Common StockInvestors' Rights Agreement or any Ancillary Agreement, there are no commitments, agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates or any affiliate thereof. (b) There are no commitments, agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which may involve (i) obligations (contingent or otherwise) of, or payments to, the Company in excess of $10,000 (other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the ordinary course of business)50,000, or (ii) the license of any patent, copyright, trade secret or other proprietary right to or from the Company or (iii) provisions restricting or affecting the development, manufacture or distribution of the Company's products or services or (iii) indemnification by the Company with respect to infringements of proprietary rights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business)services. (c) The Company 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 any other liabilities incurred in the ordinary course of business individually in excess of $10,000 (50,000 or, in the case of indebtedness and/or liabilities individually less than $10,00050,000, in excess of $25,000 200,000 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, 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 of such subsections. (e) The Company has is not engaged a party to and is not bound by any contract, agreement or instrument, or subject to any restriction under its Articles of Incorporation (as amended) or Bylaws, which adversely affects its business as now conducted or as proposed to be conducted in the Business Plan, its properties or its financial condition. (f) The Company is not a party to any discussion (i) with any representative of any corporation employment or corporations regarding the consolidation or merger of consulting agreements that are not terminable at will by the Company with or into any such corporation or corporations, (ii) with 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 on no more than fifty percent thirty (50%30) of the voting power of the Company is disposed of, days' notice without cost or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of liability to the Company.

Agreements; Action. (a) Except for agreements explicitly delivered at Closing and agreements between the Company and its employees with respect to the sale of the Company's Common Stock, there There are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates affiliates, or any affiliate thereof. (b) There Except for agreements explicitly contemplated by the Agreements, there are no agreements, understandings, instruments, contracts, contracts or proposed transactions, judgments, orders, writs or decrees transactions to which the Company is a party or to its knowledge by which it is bound which may that involve (i) obligations (contingent or otherwise) of, or payments to, the Company in excess of $10,000 (other than obligations of, or payments to$50,000, the Company arising from purchase or sale agreements entered into in the ordinary course of business), or (ii) provisions restricting the license of any patent, copyright, trade secret or affecting other proprietary right to or from the developmentCompany or any of its affiliates, manufacture or distribution of the Company's products or services or (iii) indemnification by the Company with respect grant of rights to infringements of proprietary rights (manufacture, produce, assemble, license, market, or sell its products to any other than indemnification obligations arising from purchase person or sale agreements entered into in affect the ordinary course of business)Company's exclusive right to develop, manufacture, assemble, distribute, market or sell its products. (c) The Neither 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 incurred in the ordinary course of business individually in excess of $10,000 (or, in the case of indebtedness and/or liabilities individually less than $10,000, 50,000 or in excess of $25,000 200,000 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, 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 of such subsections. (e) The Company has not engaged in the past one (1) year in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporation, corporations, (ii) with any corporation, partnership, association or other business entity or any individual (collectively, "Person") regarding the merger of the Company with or into any ------ such Person, (ii) with any representative of any Person regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company, Company or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is would be disposed of, or (iii) regarding any other form of acquisitionliquidation, liquidationsale, dissolution or winding up of the Company.

Agreements; Action. (a) Except for the agreements explicitly delivered at Closing and agreements between the Company and its employees with respect to the sale of the Company's Common Stockcontemplated hereby, there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates or any affiliate thereof. None of the Company's officers, directors or, to the Company's knowledge, stockholders, have any direct or indirect ownership interest in any firm or corporation which, to the Company's knowledge, is in a business which is the same as or substantially similar to the Company's business. (b) There are no agreements, understandings, instruments, contracts, contracts or proposed transactions, judgments, orders, writs or decrees transactions to which the Company is a party or to its knowledge by which it is bound which may involve (i) obligations (contingent or otherwise) of, or payments to, to the Company in excess of $10,000 (other than obligations of, or payments to$25,000, the Company arising from purchase or sale agreements entered into in the ordinary course of business), or (ii) the license of any patent, copyright, trade secret or other proprietary right of the Company, (iii) provisions restricting or affecting the development, manufacture or distribution of the Company's products or services or services, (iiiiv) indemnification by the Company with respect to infringements of proprietary rights rights, or (v) any other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business)material agreement. (c) The Company 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 incurred in the ordinary course of business individually in excess of $10,000 (or, in the case of indebtedness and/or liabilities individually less than $10,000, or in excess of $25,000 50,000 in the aggregate), other than obligations or liabilities of the Company for compensation under employment, advisor or consulting agreements, (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, and 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) The Company is not a party to and is not bound by any contract, agreement or instrument, or subject to any restriction under its Amended and Restated Certificate of Incorporation or Bylaws, which adversely affects in any material respect its business as now conducted or as proposed to be conducted, its properties or its financial condition. (e) The Company has not engaged in the past three months in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with 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 is disposed of, other than as contemplated by this Agreement, or (iii) regarding any other form of liquidation, dissolution or winding up of the Company. (f) For the purposes of subsections (b) and (c) above, 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 of such subsections. (eg) All of the material contracts, agreements, and instruments to which the Company is a party are valid, binding, and in full force and effect in all material respects. (h) The Company has is not engaged in any discussion (i) with any representative aware of any corporation or corporations regarding the consolidation or merger key employee of the Company who has any plans to terminate his or her employment with or into any such corporation or corporations, (ii) with 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 fifty percent (50%) of the voting power . No key employee of the Company is disposed of, has voluntarily terminated his or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of her employment with the CompanyCompany within the past six months.

Agreements; Action. (a) Except for agreements explicitly delivered at Closing and contemplated hereby, agreements between the Company and its employees with respect to the sale of Common Stock and as set forth on the Company's Common StockSchedule of Exceptions, there are no agreements, understandings or proposed transactions between the Company and any of its officers, directorsdirectors or affiliates, affiliates or any affiliate or relative thereof. (b) There Except as set forth on the Schedule of Exceptions, there are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which may involve (i) obligations (contingent or otherwise) of, or payments to, the Company in excess of $10,000 (ii) the license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than obligations of, or payments to, the Company licenses arising from the purchase of "off the shelf" or sale agreements entered into in the ordinary course of businessother standard products), or (iiiii) provisions restricting or affecting the development, manufacture or distribution of the Company's products or services services, or (iiiiv) indemnification by the Company with respect to infringements of proprietary rights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business)rights. (c) The Except as set forth on the Schedule of Exceptions, the Company 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 stockstock (other than stock splits), (ii) incurred any indebtedness for money borrowed or any other liabilities (other than with respect to indebtedness and other obligations incurred in the ordinary course of business and disclosed in the Financial Statements) individually in excess of $10,000 (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, (iv) repurchased, redeemed or otherwise acquired any shares of its capital stock or agreed to do so, or (ivv) 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, 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 of such subsections. (e) The Company has not engaged in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with 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 fifty percent (50%) of the voting power of the Company is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Company.

Agreements; Action. (a) Except for agreements explicitly delivered at Closing contemplated hereby and agreements between by the Company and its employees with respect to the sale of the Company's Common StockInvestors' Rights Agreement, there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates affiliates, or any affiliate thereof. (b) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which may involve (i) obligations (contingent or otherwise) of, or payments to, to the Company in excess of $10,000 (other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the ordinary course of business)$10,000, or (ii) the license of any patent, copyright, trade secret or other proprietary right to or from the Company or (iii) provisions restricting or affecting the development, manufacture or distribution of the Company's products or services services, or (iiiiv) indemnification by the Company with respect to infringements infringement of proprietary rights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business)rights. (c) The Company 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 any other liabilities incurred in the ordinary course of business individually in excess of $10,000 (or, in the case of indebtedness and/or liabilities individually less than $10,000, 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, 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 of such subsections. (e) The Company is not a party to and is not bound by any contract, agreement or instrument, or subject to any restriction under its Restated Certificate of Incorporation or Bylaws, which adversely affects its business as now conducted or as proposed to be conducted, its properties or its financial condition. (f) The Company has not engaged in the past three (3) months in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with 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 Company of a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Company.or

Agreements; Action. (a) Except for agreements explicitly delivered at Closing contemplated hereby and agreements between the Company and its employees with respect to the sale of the Company's Common Stock, there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates or any affiliate thereofthereof that would be required to be disclosed pursuant to Regulation S-K, as promulgated by the Securities and Exchange Commission, and that are not disclosed in the Schedule of Exceptions. (b) There Except for agreements explicitly contemplated by the Agreements, there are no agreements, understandings, instruments, contracts, contracts or proposed transactions, judgments, orders, writs or decrees transactions to which the Company is a party or to its knowledge by which it is bound which may that involve (i) obligations (contingent or otherwise) of, or payments to, the Company in excess of, $100,000, (ii) the license of $10,000 any patent, copyright, trade secret or other proprietary right to or from the Company (other than obligations of, or payments to, standard "off the Company arising from purchase or sale agreements entered into in the ordinary course of businessshelf" product licenses), or (iiiii) provisions restricting the grant of rights to manufacture, produce, assemble, license, market, or affecting the development, manufacture sell its products to any other person or distribution of affect the Company's products exclusive right to develop, manufacture, assemble, distribute, market or services or (iii) indemnification by the Company with respect to infringements of proprietary rights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business)sell its products. (c) The Company 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 incurred in the ordinary course of business individually in excess of $10,000 (or, in the case of indebtedness and/or liabilities individually less than $10,000, 100,000 or in excess of $25,000 500,000 in the aggregate), (iii) made any loans or advances to any person, other than ordinary advances 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 the purposes of subsections (b) and (c) above, 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 of such subsections. (e) The Company has not engaged in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with 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 fifty percent (50%) of the voting power of the Company is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Company.

Agreements; Action. (a) Except for agreements explicitly delivered at Closing and agreements between contemplated by the Company and its employees with respect to the sale of the Company's Common StockAgreements, there are no material agreements, understandings or proposed transactions between the Company and any of its officers, employees, directors, affiliates affiliates, or any affiliate thereof. (b) There are no material agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which may involve (i) obligations (contingent or otherwise) of, or payments to, to the Company in excess of $10,000 (other than obligations of, 50,000 individually or payments to, the Company arising from purchase or sale agreements entered into $500,000 in the ordinary course of business)aggregate, or (ii) provisions restricting or affecting the development, manufacture or of distribution of the Company's products or services or (iii) indemnification by the Company with respect to infringements of proprietary rights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business)services. (c) The Company 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 any other liabilities incurred in the ordinary course of business individually in excess of $10,000 (50,000 or, in the case of indebtedness and/or liabilities individually less than $10,00050,000, in excess of $25,000 250,000 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 material assets or rights, other than the sale of its inventory or replacement of equipment in the ordinary course of business. (d) For the purposes of subsections (b) and (c) above, 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 of such subsections. (e) The Company has not engaged in the past three months in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with 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, Company or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of, or (iii) regarding any other similar form of acquisition, liquidation, dissolution or winding up of the Company.

Agreements; Action. (a) Except for Section 2.10 of the Disclosure Schedule sets forth the following agreements explicitly delivered at Closing and agreements between or commitments (whether written or oral), other than the Investment Agreements, to which either the Company or any of its Subsidiaries is a party or by which any of them is bound, and which is, in each case, currently in effect: (i) any agreement which requires future expenditures by the Company or any of its employees Subsidiaries in excess of $50,000 per annum, (ii) any employment and consulting agreements, employee benefit, bonus, pension, profit-sharing, stock option, stock purchase and similar plans and arrangements, (iii) any agreement pursuant to which the Company is granted any, or has granted to any other Person any rights with respect to, the Intellectual Property Rights (excluding agreements in the ordinary course of business and trade secrets and Intellectual Property Rights to software generally available for commercial purchase or license), (iv) any agreements involving the sale grant of rights to manufacture, produce, assemble, license, market or sell the Company’s or its Subsidiaries’ products to any other person or that restrict the exclusive right of the Company's Common StockCompany or any of its Subsidiaries to develop, there are no agreementsmanufacture, understandings assemble, distribute, market or proposed transactions sell its products, (v) any agreement between the Company and any current or former stockholder, officer or director of either the Company or any of its officersSubsidiaries, directors, affiliates or any affiliate thereof. “affiliate” or “associate” of such persons (b) There as such terms are no agreementsdefined in the rules and regulations promulgated under the Securities Act), understandingsincluding without limitation any agreement or other arrangement providing for the furnishing of services by, instruments, contracts, proposed transactions, judgments, orders, writs rental of real or decrees to which the Company is a party or to its knowledge by which it is bound which may involve (i) obligations (contingent or otherwise) ofpersonal property from, or otherwise requiring payments to, any such Person, (vi) any agreement under which either the Company or any of its Subsidiaries is restricted from carrying on any business anywhere in excess the world, (vii) any agreement relating to indebtedness for borrowed money, (viii) any agreement for the disposition of $10,000 a material portion of either the Company’s or any of its Subsidiaries’ assets (other than obligations of, or payments to, for the Company arising from purchase or sale agreements entered into of products to customers in the ordinary course of business), or (iiix) provisions restricting or affecting other than any agreement relating to the developmentProforma Acquisition, manufacture or distribution any agreement for the acquisition of the Company's products business or services securities or other ownership interests of another party, which acquisition has not been consummated (iii) indemnification by collectively, the “Material Contracts”). The Company with respect has made available to infringements the Purchasers copies of proprietary rights the Material Contracts (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course an accurate summary of businessany oral agreement). (cb) The All of the Material Contracts are enforceable against the Company has not (i) declared and the other parties thereto in accordance with their terms, except as enforceability may be limited by the effect of bankruptcy, insolvency, moratorium, fraudulent conveyance or paid any dividends, or authorized or made any distribution upon or with respect to any class or series other similar laws affecting the enforcement of its capital stock, (ii) incurred any indebtedness for money borrowed or any other liabilities incurred in creditors’ rights generally and except as the ordinary course availability of business individually in excess equitable remedies may be limited by general principles of $10,000 (or, in equity. Neither the case of indebtedness and/or liabilities individually less than $10,000, 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 Company nor any of its assets Subsidiaries is now in default in any material respect under, nor are there any liabilities arising from any material breach 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, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities material default by the Company has reason or any Subsidiary prior to believe are affiliated therewith) shall be aggregated for the purpose date of meeting the individual minimum dollar amounts of such subsections. (e) The Company has not engaged in this Agreement of, any discussion (i) with any representative provision of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with 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 fifty percent (50%) of the voting power of the Company is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the CompanyMaterial Contract.

Agreements; Action. (a) Except for the agreements explicitly delivered at Closing and agreements between the Company and its employees with respect to the sale of the Company's Common Stockcontemplated hereby, there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates or any affiliate thereof. (b) There are no agreements, understandings, instruments, contracts, contracts or proposed transactions, judgments, orders, writs or decrees transactions to which the Company is a party or to its knowledge by which it is bound which may involve (i) obligations (contingent or otherwise) of, or payments to, to the Company in excess of of, $10,000 (100,000, other than liabilities or obligations of, or payments to, of the Company arising from purchase or sale agreements entered into in the ordinary course of business)for compensation under employment agreements, or (ii) provisions restricting the license of any patent, copyright, trade secret or affecting the development, manufacture or distribution other proprietary right of the Company's products or services Company or (iii) indemnification by joint venture, partnership or other contract or arrangement involving the Company with respect to infringements sharing of profits or proprietary rights information or know how (other than indemnification obligations arising from purchase nondisclosure agreements), (iv) any contract or sale agreements entered into agreement limiting the Company's right to engage in the ordinary course of business)any business activity or compete with any person or entity, or (v) any other material agreement. (c) The Company 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 incurred in the ordinary course of business individually in excess of $10,000 (or, in the case of indebtedness and/or liabilities individually less than $10,000, 100,000 or in excess of $25,000 200,000 in the aggregate), other than liabilities or obligations of the Company for compensation under employment agreements, (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, 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 The Company is not a party to and is not bound by any contract, agreement or instrument, or subject to any restriction under its Restated Certificate of subsections (b) and (c) aboveIncorporation or Bylaws, all indebtednesswhich adversely affects in any material respect its business as now conducted or as proposed to be conducted, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person its properties 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 of such subsectionsits financial condition. (e) The Company has not engaged in the past three months in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with 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, Company or a transaction or series of related transactions in which more than fifty 50 percent (50%) of the voting power of the Company is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Company.

Agreements; Action. (a) Except for the agreements explicitly delivered at Closing and agreements between the Company and its employees with respect to the sale of the Company's Common Stockcontemplated hereby, there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates or any affiliate thereof. (b) There are no agreements, understandings, instruments, contracts, contracts or proposed transactions, judgments, orders, writs or decrees transactions to which the Company is a party or to its knowledge by which it is bound which may involve (i) obligations (contingent or otherwise) of, or payments to, to the Company in excess of of, $10,000 (50,000, other than liabilities or obligations of, or payments to, of the Company arising from purchase or sale agreements entered into in the ordinary course of business)for compensation under employment agreements, or (ii) provisions restricting the license of any patent, copyright, trade secret or affecting the development, manufacture or distribution other proprietary right of the Company's products or services Company or (iii) indemnification by joint venture, partnership or other contract or arrangement involving the Company with respect to infringements sharing of profits or proprietary rights information or know how (other than indemnification obligations arising from purchase nondisclosure agreements), (iv) any contract or sale agreements entered into agreement limiting the Company's right to engage in the ordinary course of business)any business activity or compete with any person or entity, or (v) any other material agreement. (c) The Company 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 incurred in the ordinary course of business individually in excess of $10,000 (or, in the case of indebtedness and/or liabilities individually less than $10,000, 50,000 or in excess of $25,000 100,000 in the aggregate), other than liabilities or obligations of the Company for compensation under employment agreements, (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, 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 The Company is not a party to and is not bound by any contract, agreement or instrument, or subject to any restriction under its Restated Certificate of subsections (b) and (c) aboveIncorporation or Bylaws, all indebtednesswhich adversely affects in any material respect its business as now conducted or as proposed to be conducted, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person its properties 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 of such subsectionsits financial condition. (e) The Company has not engaged in the past three months in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with 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 fifty percent (50%) of the voting power of the Company is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Company.