Common use of Agreements; Actions Clause in Contracts

Agreements; Actions. (a) Except as set forth in Section 2.5 of the Company Disclosure Document, there are no agreements, understandings, instruments, contracts or proposed transactions to which Company is a party or by which it is bound that: (i) involve obligations (contingent or otherwise) of, or payments to, Company in excess of $25,000 (other than Company Employee Plans and Company Employment Contracts), (ii) include the license of Intellectual Property either to or from Company, including all contracts providing the Company with rights or access to samples of human tissue, blood or other fluids, (iii) involve the sale or license of Company Products or the grant of rights to manufacture, produce, assemble, license, market, distribute, sell or resell Company Products to any other Person or affect the exclusivity of Company’s right to develop, manufacture, assemble, distribute, market or sell its Company Products, (iv) provide indemnification by the Company with respect to infringement of proprietary rights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business), or (v) are otherwise material to Company (each, a “Company Material Contract”). (b) 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 individually in excess of $25,000 or in excess of $100,000 in the aggregate, (iii) made any loans or advances to any Person, other than ordinary advances for travel or business expenses, (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business, or (v) agreed to do any of the foregoing. (c) For the purposes of subsections (a) and (b) of this Section 2.5, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same Person (including Persons Company has reason to believe are affiliated with each other) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsection. (d) The Company is not subject to any restriction under the Company’s Certificate of Incorporation or bylaws, which adversely affects in any material respect the Current Company Business, its properties or its financial condition.

Agreements; Actions. (a) Except for the Transaction Documents and as set forth in Section 2.5 of 2.10(a) to the Company Disclosure DocumentSchedule, there are no agreements, understandings, instruments, contracts or proposed transactions to which the Company is a party or by which it is bound that: that involve (i) involve obligations (contingent or otherwise) of, or payments to, the Company in excess of $25,000 (other than Company Employee Plans and Company Employment Contracts), 500,000, (ii) include the license of Intellectual Property either any patent, copyright, trademark, trade secret or other proprietary right to or from the Company, including all contracts providing the Company with rights or access to samples of human tissue, blood or other fluids, (iii) involve the sale or license of Company Products or the grant of rights to manufacture, produce, assemble, license, market, distribute, or sell or resell Company Products its products to any other Person or affect that limit the exclusivity of Company’s exclusive right to develop, manufacture, assemble, distribute, market or sell its Company Products, products, or (iv) provide indemnification by the Company with respect to infringement infringements of proprietary rights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business), or (v) are otherwise material to Company (each, a “Company Material Contract”)rights. (b) The Except as set forth in Section 2.10(b) to the Disclosure Schedule, 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 stockequity securities, (ii) incurred any indebtedness for money borrowed or incurred any other liabilities individually in excess of $25,000 500,000 or in excess of $100,000 1,000,000 in the aggregate, (iii) made any loans or advances to any Person, other than ordinary advances for travel or 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, or (v) agreed to do any of the foregoing. (c) For the purposes of subsections (a) and (bc) of this Section 2.52.10, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same Person (including Persons the Company has reason to believe are affiliated with each other) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsectionSection. (d) The Company is not subject to a guarantor or indemnitor of any restriction under indebtedness of any other Person, except as set forth in Section 2.10(d) of the Company’s Certificate of Incorporation or bylaws, which adversely affects in any material respect the Current Company Business, its properties or its financial conditionDisclosure Schedule.

Agreements; Actions. (a) Except as set forth in Section 2.5 2.12(a) of the Company Disclosure DocumentSchedule and except for the Transaction Agreements themselves, there are no agreements, understandings, instruments, contracts or proposed transactions to which the Company is a party or by which it is bound that: that involve (i) involve obligations (contingent or otherwise) of, or payments to, the Company in excess of $25,000 (other than Company Employee Plans and Company Employment Contracts), 100,000, (ii) include the exclusive license of Intellectual Property either any patent, copyright, trademark, trade secret or other proprietary right to or from Company, including all contracts providing the Company with rights or access to samples of human tissue, blood or other fluids, (iii) involve the sale or license of Company Products or the grant of rights to manufacture, produce, assemble, license, market, distribute, sell or resell Company Products to any other Person or affect the exclusivity of Company’s right to develop, manufacture, assemble, distribute, market or sell its Company Products, (iv) provide indemnification by the Company with respect to infringement of proprietary rights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business), or (v) are is otherwise material to Company (each, a “Company Material Contract”)the Company’s business. (b) The Section 2.12(b) of the Disclosure Schedule sets forth all agreements between the Company and its Subsidiaries, on the one hand, and Parent and its Subsidiaries (other than the Company and its Subsidiaries), on the other hand. (c) Except as set forth in Section 2.12(c) of the Disclosure Schedule, 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 individually in excess of $25,000 50,000 or in excess of $100,000 250,000 in the aggregate, (iii) made any loans or advances to any Person, other than ordinary advances for travel or 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 or sales of obsolete equipment in the ordinary course of business, or (v) agreed to do any of the foregoing. (c) . For the purposes of subsections (a) and (b) of this Section 2.5Subsection 2.12, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same Person (including Persons the Company has reason to believe are affiliated with each other) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsection. Immediately after the Closing and after taking into account the payment contemplated by Section 4.11, neither the Company nor any of its Subsidiaries will have any indebtedness for borrowed money owed to Parent or any of its Subsidiaries (other than the Company and its Subsidiaries) other than as described in Section 2.12(c) of the Disclosure Schedule. (d) The Except as set forth in the Disclosure Schedule, the Company is not subject to a guarantor or indemnitor of any restriction under the Company’s Certificate indebtedness of Incorporation or bylaws, which adversely affects in any material respect the Current Company Business, its properties or its financial conditionother Person.

Agreements; Actions. (a) Except (i) for the agreements explicitly contemplated hereby; (ii) for stock options or shares of stock granted by the Company to the officers and directors of the Company and any of its Subsidiaries pursuant to the Plans; (iii) for employment letters, indemnification agreements and proprietary information and inventions agreements between the Company and any of its Subsidiaries and their respective officers and directors; and (iv) as set forth in the Disclosure Schedule, there are no agreements, understandings or proposed transactions between the Company or any of its Subsidiaries and any of its officers, directors, or affiliates. (b) Except as set forth in Section 2.5 of the Disclosure Schedule and for the agreements or proposed transactions between the Company Disclosure Documentand any of its Subsidiaries set forth in foregoing subsection (a), there are no agreements, understandings, instruments, contracts or proposed transactions to which the Company or any Subsidiary is a party or by which it is bound that: which involve (i) involve obligations (contingent or otherwise) of, or payments to, the Company or any Subsidiary in excess of $25,000 US$500,000 (other than Company Employee Plans and Company Employment Contracts), (ii) include the license of Intellectual Property either to obligations of, or from Companypayments to, including all contracts providing the Company with rights or access to samples of human tissue, blood or other fluids, (iii) involve the sale or license of Company Products or the grant of rights to manufacture, produce, assemble, license, market, distribute, sell or resell Company Products to any other Person or affect the exclusivity of Company’s right to develop, manufacture, assemble, distribute, market or sell its Company Products, (iv) provide indemnification by the Company with respect to infringement of proprietary rights (other than indemnification obligations Subsidiary arising from purchase or sale agreements entered into in the ordinary course of business), or (vii) are otherwise the license of any patent, copyright, trade secret or other proprietary right of the Company or any Subsidiary that was not entered into in the ordinary course of business, (iii) any other material agreement not specifically referred to herein or in the Transaction Documents that was not entered into the ordinary course of business, or (iv) indemnification by the Company or any Subsidiary with respect to infringements of proprietary rights (eachother than indemnification obligations arising from purchase, a “Company Material Contract”sale, license agreements or development agreements entered into in the ordinary course of business). (bc) The Except as set forth in the Disclosure Schedule or as disclosed in the Financial Statements, (i) 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) neither the Company nor any Subsidiary has incurred any indebtedness for borrowed money borrowed that remains outstanding, (iii) the Company, on a consolidated basis, has not incurred any other liabilities (other than with respect to obligations incurred in the ordinary course of business) individually in excess of $25,000 US$500,000 or in excess of $100,000 1,000,000 in the aggregate, (iiiiv) neither the Company nor any Subsidiary has made any loans or advances to any Personperson, other than ordinary advances for travel or business expenses, which loans or advances remain outstanding, (ivv) neither the Company nor any Subsidiary has sold, exchanged or otherwise disposed of any of its material assets or rights, other than and (vi) neither the sale of its inventory in Company nor any Subsidiary has, since the ordinary course of businessStatement Date, or (v) agreed to do any of the foregoingforegoing other than as reflected in the Transaction Documents. (cd) For the purposes of subsections (ab) and (bc) of this Section 2.5above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same Person person or entity (including Persons persons or entities the Company or any Subsidiary has reason to believe are affiliated with each othertherewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsectionsubsections. (de) The Neither the Company nor any Subsidiary is not a party to or is bound by any contract, agreement or instrument, or subject to any restriction under the Restated Certificate or the Company’s Certificate of Incorporation or bylawsBylaws, which to the knowledge of the Company or any Subsidiary, adversely affects in any material respect the Current Company Businessits business as now conducted or as proposed to be conducted, its properties or its financial condition.

Agreements; Actions. (a) Except as set forth in Section 2.5 of the Company Disclosure Document, there are no agreements, understandings, instruments, contracts or proposed transactions to which Company is a party or by which it is bound that: (i) involve obligations (contingent or otherwise) of, or payments to, Company in excess of $25,000 (other than Company Employee Plans and Company Employment Contracts), (ii) include the license of Intellectual Property either to or from Company, including all contracts providing the Company with rights or access to samples of human tissue, blood or other fluids, (iii) involve the sale or license of Company Products or the grant of rights to manufacture, produce, assemble, license, market, distribute, sell or resell Company Products to any other Person or affect the exclusivity of Company’s right to develop, manufacture, assemble, distribute, market or sell its Company Products, (iv) provide indemnification by the Company with respect to infringement of proprietary rights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business), or (v) are otherwise material to Company (each, a “Company Material Contract”). (b) 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 individually in excess of $25,000 or in excess of $100,000 in the aggregate, (iii) made any material loans or advances to any Personperson, other than in the ordinary advances for travel or business expensescourse of business, (iviii) sold, exchanged or otherwise disposed of any of its assets material assets, or rights, other than the sale of its inventory in the ordinary course of business, or (viv) agreed incurred any indebtedness for money borrowed or any other liabilities (other than with respect to do any indebtedness and other obligations incurred in the ordinary course of business or as disclosed in the foregoingFinancial Statements (as defined below)) individually in excess of $50,000 or in the aggregate in excess of $100,000. (c) For the purposes of subsections (a) and (b) of this Section 2.5, all indebtedness, liabilities, There are no agreements, understandings, instruments, contracts and contracts, proposed transactions involving transactions, judgments, orders, writs or decrees to which the same Person Company is a party or to its knowledge by which it is bound which may involve (including Persons i) obligations (contingent or otherwise) of, or payments to, the Company in excess of $25,000 (other than obligations of, or payments to, the Company 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 (other than licenses arising from the purchase of "off the shelf" or other standard products), (iii) provisions restricting or affecting the development, manufacture or distribution of the Company's products or services, or (iv) indemnification by the Company with respect to infringements of proprietary rights (other than indemnification obligations arising from agreements entered into in the ordinary course of business). (c) The Company has reason to believe are affiliated not engaged in the past three (3) months in any discussion (i) with each otherany representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) shall be aggregated for with any corporation, partnership, association or other business entity or any individual regarding the purpose sale, conveyance or disposition of meeting all or substantially all of the individual minimum dollar amounts assets of such subsectionthe 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, dissolution or winding up of the Company. (d) The Company is not subject to any restriction under and IDT have entered into each of the Company’s Certificate of Incorporation or bylaws, which adversely affects agreements between such entities as described in any material respect Section 1.2(g) (the Current Company Business, its properties or its financial condition"Intercompany Agreements").

Agreements; Actions. (a) Except as set forth in Section 2.5 As of the Company Disclosure DocumentEffective Date, there are no agreements, understandings, instruments, contracts Contacts (oral or written) or proposed transactions to which the Company or any Major Subsidiary is a party or by which it any of them is bound that: that may involve (i) involve obligations (contingent or otherwise) of, or payments to, to the Company or any Major Subsidiary in excess of of, $25,000 (other than Company Employee Plans and Company Employment Contracts), 5,000,000, (ii) include the license of Intellectual Property either to or from Company, including all contracts providing the Company with rights or access to samples of human tissue, blood or other fluids, (iii) involve the sale or license of Company Products or the grant of rights to manufacture, produce, assemble, license, market, distribute, sell or resell Company Products to any other Person or affect the exclusivity of Company’s right to develop, manufacture, assemble, distribute, market or sell its Company Products, (iv) provide indemnification by the Company or any Major Subsidiary of any person or entity with respect to infringement of proprietary rights (other than indemnification obligations arising from purchase or sale agreements entered into in Proprietary Rights outside the ordinary course of the Company's or any Major Subsidiary's business), or (iii) the acquisition, lease, sublease, license, transfer or assignment of BRS or EBS spectrum, (iv) the license of any patent, copyright, trade secret or other proprietary right to or from the Company or any Major Subsidiary, other than standard end-user object code license agreements, or (v) are otherwise material to Company the granting of any rights or any provisions that, individually or in the aggregate, materially restrict or adversely affect the development, manufacture, production, assembly, licensing, marketing, distribution or sale of the Company's or any Major Subsidiary's products or services (eacheach a "MATERIAL CONTRACT" and, a “Company Material Contract”collectively, the "MATERIAL CONTRACTS"). (b) The Neither the Company nor any Major Subsidiary 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 individually in excess of $25,000 or 5,000,000 or, in the case of indebtedness and/or liabilities individually less than $5,000,000, in excess of $100,000 10,000,000 in the aggregate, (iii) made any loans or advances to any Personperson, other than ordinary advances for travel or business other out-of-pocket expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business, or (v) agreed to do any of the foregoing. (c) . For the purposes of subsections (a) and (b) of this Section 2.53.12(b), all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed Contracts or transactions subject to a binding agreement or understanding involving the same Person person or entity (including Persons including, without limitation, persons or entities the Company has reason to believe are affiliated with each other) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of this Section 3.12(b). (c) Each of the Material Contracts is a valid, binding and enforceable obligation of the Company or such subsectionMajor Subsidiary, as the case may be, and, to the knowledge of the Company, of the other party or parties thereto, in each case, enforceable in accordance with its terms, subject, as to enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization and similar Laws affecting creditors' rights generally and to general equitable principles, and is in full force and effect. Neither the Company, nor any Major Subsidiary is in material default or breach of or in non-compliance with any term of any Material Contract, nor, to the Company's knowledge, does any other party to a Material Contract consider the Company or such Major Subsidiary to be in default or breach of or in non-compliance with any term of such Material Contract, nor, to the knowledge of the Company, is there any basis for any of the foregoing. To the Company knowledge, no other party to a Material Contract is in default or breach of or in non-compliance with any term of such Material Contract, except as would not have or result in, individually or in the aggregate, a Material Adverse Effect. (d) The No employee, officer, director, stockholder or equityholder of the Company or any Major Subsidiary or any member of his or her immediate family is not subject indebted to the Company or any Major Subsidiary, nor is the Company or any Major Subsidiary indebted (or committed to make loans or extend or guarantee credit) to any restriction under of them, other than in connection with expenses or advances of expenses incurred in the Company’s Certificate ordinary course of Incorporation business or bylaws, which adversely affects in any material respect the Current Company Business, its properties or its financial conditionemployee relocation expenses.

Agreements; Actions. (a) Except for the Transaction Agreements or as otherwise set forth in on Section 2.5 2.10 of the Company Disclosure DocumentSchedule, there are no agreements, understandings, instruments, contracts or proposed transactions to which the Company is a party or by which it is bound that: that involve (i) involve obligations (contingent or otherwise) of, or payments to, the Company in excess of $25,000 (other than Company Employee Plans and Company Employment Contracts), US$75,000 in any given twelve-month period, (ii) include the license of Intellectual Property either any patent, copyright, trademark, trade secret or other proprietary right to or from the Company, including all contracts providing the Company with rights or access to samples of human tissue, blood or other fluids, (iii) involve the sale or license of Company Products or the grant of rights to manufacture, produce, assemble, license, market, distribute, or sell or resell Company Products its products to any other Person or affect that limit the exclusivity of Company’s exclusive right to develop, manufacture, assemble, distribute, market or sell its Company Products, products, or (iv) provide indemnification by the Company with respect to infringement infringements of proprietary rights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business), or (v) are otherwise material to Company (each, a “Company Material Contract”)rights. (b) The Except as set forth on Section 2.10 of the Disclosure Schedule, 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 individually in excess of $25,000 US$50,000 or in excess of $US$100,000 in the aggregate, (iii) made any loans or advances to any Person, other than ordinary advances for travel or 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, or (v) agreed to do any of the foregoing. (c) . For the purposes of subsections (ab) and (bc) of this Section 2.52.10, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same Person (including Persons the Company has reason to believe are affiliated with each other) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsection. (c) The Company is not a guarantor or indemnitor of any indebtedness of any other Person. (d) The Company is not subject to currently engaged in any restriction under discussion with any representative of any Person regarding (i) a sale or exclusive license of all or substantially all of the Company’s Certificate assets, or (ii) any merger, consolidation or other business combination transaction of Incorporation the Company with or bylaws, which adversely affects in any material respect the Current Company Business, its properties or its financial conditioninto another Person.

Agreements; Actions. (a) Except for the Transaction Agreements and except as set forth disclosed in Section 2.5 Subsection 2.10(a) of the Company Disclosure DocumentSchedule, there are no agreements, understandings, instruments, contracts or proposed transactions to which the Company is a party or by which it is bound that: that involve (i) involve obligations (contingent or otherwise) of, or payments to, the Company in excess of $25,000 (other than Company Employee Plans and Company Employment Contracts), 100,000, (ii) include the license of Intellectual Property either any patent, copyright, trademark, trade secret or other proprietary right to or from the Company, including all contracts providing the Company with rights or access to samples of human tissue, blood or other fluids, (iii) involve the sale or license of Company Products or the grant of rights to manufacture, produce, assemble, license, market, distribute, or sell or resell Company Products its products to any other Person or affect that limit the exclusivity of Company’s exclusive right to develop, manufacture, assemble, distribute, market or sell its Company Products, products, or (iv) provide indemnification by the Company with respect to infringement infringements of proprietary rights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business), or (v) are otherwise material to Company (each, a “Company Material Contract”)rights. (b) The Except as disclosed in Subsection 2.10(b) of the Disclosure Schedule 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 individually in excess of $25,000 100,000 or in excess of $100,000 50,000 in the aggregate, (iii) made any loans or advances to any Person, other than ordinary advances for travel or 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, or (v) agreed to do any of the foregoing. (c) . For the purposes of subsections (a) and (b) of this Section 2.5Subsection 2.10, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same Person (including Persons the Company has reason to believe are affiliated with each other) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsection. (dc) The Company is not subject to a guarantor or indemnitor of any restriction under the Company’s Certificate indebtedness of Incorporation or bylaws, which adversely affects in any material respect the Current Company Business, its properties or its financial conditionother Person.

Agreements; Actions. (a) Except for the agreements explicitly contemplated by the Ancillary Agreements, there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates, or any affiliate thereof. (b) Except for agreements explicitly contemplated by this Agreement or the Ancillary Agreements or as set forth otherwise disclosed in Section 2.5 2.14 of the Company Disclosure DocumentSchedule (the "Contracts"), there are no agreements, understandings, instruments, contracts or proposed transactions to which the Company is a party or by which it is bound that: (i) that involve obligations (contingent or otherwise) of, or payments to, the Company in excess of $25,000 50,000 and that cannot be terminated upon thirty (30) days notice. Copies of all of the Contracts have been made available to the Purchaser. To the Company's knowledge, all of the Contracts are valid and binding obligations of the Company, as the case may be, and in full force and effect in all material respects and enforceable by the Company, as the case may be, in accordance with their respective terms in all material respects, except as such enforceability may be limited (i) by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and other than Company Employee Plans and Company Employment Contracts), laws of general application affecting enforcement of creditors' rights generally, or (ii) include by laws relating to the license availability of Intellectual Property either to or from Companyspecific performance, including all contracts providing the Company with rights or access to samples of human tissueinjunctive relief, blood or other fluids, (iii) involve equitable remedies. The Company is not in material default under any of such Contracts. To the sale or license of Company Products or the grant of rights to manufactureCompany's knowledge, produce, assemble, license, market, distribute, sell or resell Company Products no other party to any other Person or affect of the exclusivity of Company’s right to develop, manufacture, assemble, distribute, market or sell its Company Products, (iv) provide indemnification by the Company with respect to infringement of proprietary rights (other than indemnification obligations arising from purchase or sale agreements entered into Contracts is in the ordinary course of business), or (v) are otherwise material to Company (each, a “Company Material Contract”)default thereunder. (bc) The Except as disclosed in Section 2.14 of the Disclosure Schedule, 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 individually in excess of $25,000 or in excess of $100,000 50,000 in the aggregate, (iii) made any loans or advances to any Personperson, other than ordinary advances for travel or 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, or (v) agreed to do any of the foregoing. (c) For the purposes of subsections (a) and (b) of this Section 2.5, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same Person (including Persons Company has reason to believe are affiliated with each other) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsection. (d) The Company is not subject to any restriction under the Company’s Certificate of Incorporation or bylaws, which adversely affects in any material respect the Current Company Business, its properties or its financial condition.

Agreements; Actions. (a) Except for the Transaction Documents and as set forth in disclosed on Section 2.5 2.10(a) of the Company Disclosure DocumentSchedule, there are no agreements, understandings, instruments, contracts or proposed transactions to which the Company is a party or by which it is bound that: that involve (i) involve obligations (contingent or otherwise) of, or payments to, the Company in excess of $25,000 (other than Company Employee Plans and Company Employment Contracts), 100,000; (ii) include the license of Intellectual Property either any patent, copyright, trademark, trade secret or other proprietary right to or from the Company, including all contracts providing the Company with rights or access to samples of human tissue, blood or other fluids, (iiiii) involve the sale or license of Company Products or the grant of rights to manufacture, produce, assemble, license, market, distribute, or sell or resell Company Products its products to any other Person or affect that limit the exclusivity of Company’s exclusive right to develop, manufacture, assemble, distribute, market or sell its Company Products, products, or (iviii) provide indemnification by the Company with respect to infringement infringements of proprietary rights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business), or (v) are otherwise material to Company (each, a “Company Material Contract”)rights. (b) The Except as disclosed in the PPM and as disclosed on Section 2.10(b) of the Disclosure Schedule, 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 individually in excess of $25,000 10,000 or in excess of $100,000 25,000 in the aggregate, (iii) made any loans or advances to any Person, other than ordinary advances for travel or 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, or (v) agreed to do any of the foregoing. (c) . For the purposes of subsections (a) and (b) of this Section 2.52.10, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same Person (including Persons the Company has reason to believe are affiliated with each other) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsectionSection. (c) The Company is not a guarantor or indemnitor of any indebtedness of any other Person. (d) The Except as disclosed in Schedule 2.15, the Company is not subject in default with respect to any restriction indebtedness, and the Company does not intend to incur any other debts which it will not be able repay as such debts become due. Based on the financial condition of the Company as of the applicable Closing Date, after giving effect to the receipt by the Company of the proceeds from the sale of the Units hereunder representing the Minimum Offering Amount, the Company anticipates being able to continue its business operations for approximately twelve (12) months from the applicable Closing Date. The Company has no Knowledge of any facts or circumstances which lead it to believe that, assuming the sale of the Minimum Offering Amount, it will file for reorganization or liquidation under the Company’s Certificate bankruptcy or reorganization laws of Incorporation or bylaws, which adversely affects in any material respect jurisdiction within one year from the Current Company Business, its properties or its financial conditionapplicable Closing Date.

Agreements; Actions. (a) Except for this Agreement or as set forth in Section 2.5 2.10(a) of the Company Disclosure DocumentSchedule, there are no agreements, understandings, instruments, contracts or proposed transactions to which the Company is a party or by which it is bound that: that involve (i) involve obligations (contingent or otherwise) of, or payments to, the Company in excess of $25,000 (other than Company Employee Plans and Company Employment Contracts), 50,000, (ii) include the license of Intellectual Property either any patent, copyright, trade secret or other proprietary right to or from Company, including all contracts providing the Company with rights or access other than the non-exclusive license to samples the Company of human tissuestandard, blood or other fluids, generally commercially available “off-the-shelf” third-party products that are not and will not be incorporated into the Company’s products, (iii) involve the sale or license of Company Products or the grant of rights to manufacture, produce, assemble, license, market, distribute, or sell or resell Company Products its products to any other Person person or affect the exclusivity of Company’s exclusive right to develop, manufacture, assemble, distribute, market or sell its Company Products, products, or (iv) provide indemnification by the Company with respect to infringement infringements of proprietary rights (other than indemnification obligations arising from purchase or sale agreements entered into rights, except in the ordinary course of business), or (v) are otherwise material business pursuant to Company (each, a “Company Material Contract”)standard end-user agreements. (b) The Except as set forth in Section 2.10(b) of the Disclosure Schedule, 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 individually in excess of $25,000 or in excess of $100,000 in the aggregate, (iii) made any loans or advances to any Personperson, other than ordinary advances for travel or 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, or (v) agreed to do any of the foregoing. (c) . For the purposes of subsections (ab) and (bc) of this Section 2.52.10, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same Person person or entity (including Persons persons or entities the Company has reason to believe are affiliated with each otherthat person or entity) shall be aggregated for the purpose purposes of meeting the individual minimum dollar amounts of each such subsection. (c) The Company is not a guarantor or indemnitor of any indebtedness of any person. (d) The Company is has not subject to engaged in the past three months in any restriction under discussion with any representative of any Person regarding (i) a sale of all or substantially all of the Company’s Certificate assets, or (ii) any merger, consolidation or other business combination transaction of Incorporation the Company with or bylaws, which adversely affects in any material respect the Current Company Business, its properties or its financial conditioninto another Person.

Agreements; Actions. (a) Except Other than the License Agreement and the Employment Agreements (as set forth in Section 2.5 of the Company Disclosure Documentdefined below), there are no agreements, understandings, instruments, contracts or proposed transactions to which the Company is a party or by which it is bound that: that involve (i) involve obligations (contingent or otherwise) of, or payments to, the Company in excess of $25,000 (other than Company Employee Plans and Company Employment Contracts), per each such agreement, or $100,000 in the aggregate, (ii) include the license of Intellectual Property either any patent, copyright, trademark, trade secret or other proprietary right to or from the Company, including all contracts providing the Company with rights or access to samples of human tissue, blood or other fluids, (iii) involve the sale or license of Company Products or the grant of rights to manufacture, produce, assemble, license, market, distribute, or sell or resell Company Products its products to any other Person or affect the exclusivity of Company’s right to developperson, manufacture, assemble, distribute, market or sell its Company Products, (iv) provide indemnification by the Company with respect to infringement infringements of proprietary rights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business)rights, or (v) are otherwise the Company and any entity in which any member of the Company has any interest or (vi) obligations of the Company regarding exclusivity, most favored party, non-competition or non-solicitation. In addition, Schedule 2.9(a) of the Company Disclosure Schedule sets forth each other agreement, understanding, instruments or contract which is material to Company (each, a “Company Material Contract”)the business of the Company. (b) The Company has not (i) declared or paid any dividendsdeclared, or paid, authorized or made any distribution upon or with respect to the Company Units any class other security, issued, issuable or series of its capital stockto be issued by the Company, evidencing an equity interest in the Company, (ii) incurred any indebtedness for money borrowed or incurred any other liabilities individually in excess of $25,000 10,000 or in excess of $100,000 in the aggregate, other than as set forth in the Employment Agreements listed in Schedule 2.15 of the Company Disclosure Schedule or the items listed in Schedule 2.9(a) of the Company Disclosure Schedule, (iii) made any loans or advances to any Personperson, other than ordinary advances for travel or 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, or (v) agreed to do any of the foregoing. (c) . For the purposes of subsections (a) and this subsection (b) of this Section 2.5), all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same Person person (including Persons persons the Company has reason to believe are affiliated with each other) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsection. (dc) The Company is not subject to a guarantor or indemnitor of any restriction under the Company’s Certificate indebtedness or any other obligation of Incorporation or bylaws, which adversely affects in any material respect the Current Company Business, its properties or its financial conditionother person.

Agreements; Actions. (a) Except as set forth in Section 2.5 of There are no agreements, understandings or proposed transactions between the Company Disclosure Documentand any of its officers, there directors, affiliates or any affiliate thereof. (b) There are no agreements, understandings, instruments, contracts or proposed transactions to which the Company is a party or by which it is bound that: which involve (i) involve obligations (contingent or otherwise) of, or payments to, the Company in excess of $25,000 (other than Company Employee Plans and Company Employment Contracts), 25,000, (ii) include the license of Intellectual Property either to any patent, copyright, trade secret or from other proprietary right of the Company, including all contracts providing the Company with rights or access to samples of human tissue, blood or other fluids, (iii) involve the sale or license of Company Products or the grant of rights to manufacture, produce, assemble, license, market, distribute, sell or resell Company Products to any other Person or affect the exclusivity of Company’s right to developmaterial agreement, manufacture, assemble, distribute, market or sell its Company Products, (iv) provide provisions restricting the development, manufacture or distribution of the Company’s products or services, or (v) indemnification by the Company with respect to infringement infringements of proprietary rights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business), or (v) are otherwise material to Company (each, a “Company Material Contract”). (bc) 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 borrowed, (iii) incurred any other liabilities individually in excess of $25,000 or in the aggregate in excess of $100,000 in the aggregate100,000, (iiiiv) made any loans or advances to any Personperson, other than ordinary advances for travel or business expenses, (ivv) 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, rights or (vvi) agreed to do any of the foregoing. (cd) For the purposes of subsections (ab) and (bc) of this Section 2.5above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same Person person or entity (including Persons persons or entities the Company has reason to believe are affiliated with each othertherewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsectionsubsections. (de) The Company is not a party to and is not bound by any contract, agreement or instrument, or subject to any restriction under the Company’s its Certificate of Incorporation or bylawsBylaws, which adversely affects in any material respect the Current Company Businessits 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 months in any discussion (i) with any representative of any corporation or corporations regarding the merger of the Company with or into any such corporation or corporations, (ii) with any representative of any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company or a transaction or series of related transactions in which more than 50% of the voting power of the Company would be disposed of, or (iii) regarding any other form of liquidation, dissolution or winding up of the Company.

Agreements; Actions. (a) Except as set forth in Section 2.5 of for agreements explicitly contemplated by the Company Disclosure DocumentTransaction Agreements, there are no agreements, understandings, instruments, contracts or proposed transactions to which the Company is a party or by which it is bound that: that involve (i) involve obligations (contingent or otherwise) of, or payments to, the Company in excess of of, $25,000 (other than Company Employee Plans and Company Employment Contracts), 100,000, (ii) include the license of Intellectual Property either any patent, copyright, trade secret or other proprietary right to or from the Company, including all contracts providing the Company with rights or access to samples of human tissue, blood or other fluids, (iii) involve the sale or license of Company Products or the grant of rights to any person or entity to manufacture, produce, assemble, license, market, distribute, or sell the Company’s products or resell Company Products to any services (other Person than the Company’s standard Material Transfer Agreement) or adversely affect the exclusivity of Company’s exclusive right to develop, manufacture, assemble, distribute, market or sell its Company Products, products or services or (iv) provide indemnification by the Company with respect to infringement of proprietary rights obligations (other than indemnification obligations arising from purchase contingent or sale agreements entered into in the ordinary course of business), or (votherwise) that are otherwise material to Company (each, a “Company Material Contract”)the business of the Company. (b) 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 (including any repurchases thereof), (ii) incurred any indebtedness for money borrowed or incurred any other liabilities individually in excess of $25,000 100,000 or in excess of $100,000 250,000 in the aggregate, other than liabilities incurred in the ordinary course of business (iii) made any loans or advances to any Personperson or entity, other than ordinary advances for travel or 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, or (v) agreed to do any of the foregoing. (c) For the purposes of subsections (a) and (b) of this Section 2.5above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same Person person or entity (including Persons persons or entities the Company has reason to believe are affiliated with each othertherewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsectionsubsections. (d) The Company is not subject to a guarantor or indemnitor of any restriction under the Company’s Certificate indebtedness of Incorporation any other person or bylaws, which adversely affects in any material respect the Current Company Business, its properties or its financial conditionentity.

Agreements; Actions. (a) Except as set forth in Section 2.5 of the Company Disclosure Document, there on Schedule 2.12: (a) There are no agreements, understandings, instruments, contracts Contracts or proposed transactions to which the Company is a party or by which it is bound that: that involve (i) involve obligations (contingent or otherwise) of, or payments to, the Company in excess of $25,000 (other than Company Employee Plans and Company Employment Contracts), 50,000.00 annually or over the lifetime of such Contract or proposed transaction, (ii) include the license of any Patent, Copyright, Trademark, trade secret or other Intellectual Property either Right to or from the Company, including all contracts providing the Company with rights or access to samples of human tissue, blood or other fluids, (iii) involve the sale or license of Company Products or the grant of rights to manufacture, produce, assemble, license, market, distribute, sell or resell Company Products to any other Person or affect the exclusivity of Company’s right to develop, manufacture, assemble, distribute, market or sell its Company Products, products or services, including, without limitation, medical marijuana, (iv) provide indemnification by the Company with respect to infringement infringements of proprietary rights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business), or (v) are otherwise material to Company (each, a “Company Material Contract”). (b) 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 individually in excess of $25,000 or in excess of $100,000 in the aggregate, (iii) made any loans or advances to any Person, other than ordinary advances for travel or business expenses, (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 businessIntellectual Property Rights, or (v) agreed to do obligations outside the ordinary course of business or inconsistent with any past practices of the foregoing. Company (c) For for the purposes of subsections (a) and (b) of this Section 2.52.12(a), all indebtednessIndebtedness, liabilitiesLiabilities, agreements, understandings, instruments, contracts Contracts and proposed transactions involving the same Person (including Persons the Company has reason to believe are affiliated with each other) shall be aggregated for the purpose of meeting the individual minimum dollar amounts amounts); (b) The Company is not a party to any Contracts with any third-party vendors, suppliers, or contractors that (i) are particular to the cannabis industry, (ii) specifically reference cannabis, and/or (iii) are essential to the conduct of such subsectionthe Company’s business as currently conducted. (c) The Company has not (i) authorized or declared any distribution upon or with respect to its equity interests that have not been paid in full, (ii) incurred any Indebtedness for money borrowed or incurred any other Liabilities in excess of $50,000.00, individually or in the aggregate, (iii) made any loans or advances to any Person that have not been paid in full, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights outside the ordinary course of business (for the purposes of this Section 2.12(c), all Indebtedness, Liabilities, Contracts and proposed transactions involving the same Person (including Persons the Company has reason to believe are affiliated with each other) shall be aggregated for the purpose of meeting the individual minimum dollar amounts); (d) The Company is not subject a guarantor or indemnitor of any Indebtedness of any other Person; (e) The Company is not a party to or bound by any Contract that purports to: (i) limit, curtail or restrict the ability of the Company in any respect to: (A) compete with any other Person or compete in any geographic area, line of business, or market; (B) make sales or provide services to any restriction Person in any manner; (C) use or enforce any Owned Intellectual Property; (D) develop or distribute any technology or Intellectual Property Right; or (E) solicit the employment of, or hire, any potential employees, consultants, or contractors of any Person; or (ii) grant the other party or any customer “most favored nation” pricing or similar status; (f) The Company is not a party to or bound by any Contract creating or relating to any partnership or joint venture or any sharing of revenues, profits, losses, costs or Liabilities or the payment of any royalties; (g) The Company is not a party to or bound by any Contract to provide or license any of its products or services to any third party on an exclusive basis or to license any product or service on an exclusive basis from a third party; (h) There are no Contracts pursuant to which the Company grants rights or authority to any Person with respect to any Owned Intellectual Property or Licensed Intellectual Property other than customer agreements entered into in the ordinary course of business; (i) The Company is not a party to or bound by any Contract relating to the acquisition, transfer, use, development, sharing or license of any technology or Intellectual Property Rights; (j) The Company is not a party to or bound by any Contract under which the Company has a warranty obligation inconsistent with past practices or any indemnification obligation; (k) There are no Contracts relating to future expenditures by the Company anticipated to result in aggregate costs in excess of $50,000; (l) The Company is not a party to or bound by any Contract pursuant to which the Company has delivered, or is required to deliver, its source code to third parties, including any source code escrow agents, or may otherwise be required to release its source code to third parties; (m) The Company is not a party to or bound by a collective bargaining agreement or Contract with any Union; (n) The Company is not a party to or bound by any Contract with any Person characterized and treated by the Company as a consultant or independent contractor; (o) The Company is not a party to any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which are required to be classified and accounted for under GAAP as capital leases; (p) The Company is not a party to any letter of credit or similar credit transaction entered into for the purpose of securing any lease deposit; and (q) The Company is not a party to or bound by any Contract for the employment of any Person, the terms of which (i) provide annual cash compensation to such Person, in the form of salary, that exceeds $50,000, (ii) provide for the payment to such Person of any cash or other compensation, benefits under any Employee Benefit Plan, or an equity option or grant, upon the sale of all or a material portion of the assets of, or a change of control of, the Company’s Certificate , or (iii) restrict the ability of Incorporation the Company to terminate the employment or bylawsservices of such Person at any time without penalty or liability (other than at-will employment agreements with any Person that do not commit the Company to pay severance, which adversely affects in any material respect the Current Company Business, its properties termination or its financial conditionother similar payments and that are terminable without prior notice).

Agreements; Actions. (a) 3.10.1 Except as set forth in Section 2.5 of the Company Disclosure Documentfor agreements explicitly contemplated hereby, there are no agreements, understandings, instruments, contracts understandings or proposed transactions between the Company and any of its executive officers, directors, affiliates or any affiliate thereof. 3.10.2 Attached hereto as Exhibit H is a list of all agreements, contracts, indebtedness, liabilities and other obligations to which the Company is a party or by which it is bound that:that are material to the conduct and operations of its business and properties. Copies of such agreements and contracts and documentation evidencing such liabilities and other obligations have been made available for inspection by the Purchasers and their counsel. All of such agreements and contracts are valid, binding and in full force and effect in all material respects, assuming due execution by the other parties to such agreements and contracts. 3.10.3 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) involve obligations (contingent or otherwise) other- wise of, or payments to, the Company in excess of $25,000 50,000, or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than Company Employee Plans and Company Employment Contracts), (ii) include licenses arising from the license purchase of Intellectual Property either to or from Company, including all contracts providing "off the Company with rights or access to samples of human tissue, blood shelf" or other fluids, standard products), or (iii) involve provisions restricting the sale development, manufacture or license distribution of Company Products the Company's products or the grant of rights to manufactureservices, produce, assemble, license, market, distribute, sell or resell Company Products to any other Person or affect the exclusivity of Company’s right to develop, manufacture, assemble, distribute, market or sell its Company Products, (iv) provide indemnification by the Company with respect to any infringement of proprietary rights (other than indemnification obligations arising from purchase purchase, sale or sale license agreements entered into in the ordinary course of business), or (v) are otherwise material to Company (each, a “Company Material Contract”). (b) 3.10.4 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 individually in excess of $25,000 or 50,000 or, in the case of indebtedness and/or liabilities individually less than $25,000, in excess of $100,000 50,000 in the aggregate, (iii) made any loans or advances to any Personperson, other than ordinary advances for travel or 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, or (v) agreed to do any of the foregoing. (c) 3.10.5 For the purposes of subsections (a) 3.10.3 and (b) of this Section 2.53.10.4 above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same Person person or entity (including Persons persons or entities the Company has reason to believe are affiliated with each othertherewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsectionsubsections. (d) The Company is not subject to any restriction under the Company’s Certificate of Incorporation or bylaws, which adversely affects in any material respect the Current Company Business, its properties or its financial condition.

Agreements; Actions. (a) Except for the Transaction Documents to which EPOD is a party and except as set forth in on Section 2.5 3.10 of the Company EPOD Disclosure DocumentSchedule, there are no agreements, understandings, instruments, contracts or proposed transactions to which Company EPOD is a party or by which it is bound that: that involve (i) involve obligations (contingent or otherwise) of, or payments to, Company EPOD in excess of $25,000 (other than Company Employee Plans and Company Employment Contracts), 10,000, (ii) include the license of Intellectual Property either any patent, copyright, trademark, trade secret or other proprietary right to or from CompanyEPOD, including all contracts providing the Company with rights or access to samples of human tissue, blood or other fluids, (iii) involve the sale or license of Company Products or the grant of rights to manufacture, produce, assemble, license, market, distribute, or sell or resell Company Products its products to any other Person or affect the exclusivity of Companyperson that limit EPOD’s exclusive right to develop, manufacture, assemble, distribute, market or sell its Company Products, products, or (iv) provide indemnification by the Company EPOD with respect to infringement infringements of proprietary rights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business), or (v) are otherwise material to Company (each, a “Company Material Contract”)rights. (b) The Company Except as set forth on Section 3.10 of the EPOD Disclosure Schedule, EPOD has not (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or incurred any other liabilities individually in excess of $25,000 10,000 or in excess of $100,000 25,000 in the aggregate, (iii) made any loans or advances to any Personperson, other than ordinary advances for travel or 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, or (v) agreed to do any of the foregoing. (c) . For the purposes of subsections (a) and (b) of this Section 2.53.10(b), all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same Person person (including Persons Company persons EPOD has reason to believe are affiliated with each other) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsection. (c) Except as set forth on Section 3.10 of the EPOD Disclosure Schedule, EPOD is not a guarantor or indemnitor of any indebtedness of any other person. (d) The Company Except for the Purchase Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is not subject reasonably expected to any restriction under the Company’s Certificate of Incorporation occur or bylaws, which adversely affects in any material exist with respect the Current Company Business, its properties to EPOD or its subsidiaries or their respective business, properties, operations, assets or financial condition, that would be required to be disclosed by EPOD under applicable securities laws if EPOD were an SEC reporting company at the time this representation is made or deemed made that has not been disclosed to the Purchasers.

Agreements; Actions. (a) Except as Other than (i) standard employee benefits generally made available to all employees, (ii) standard director and officer indemnification agreements approved by the Board of Directors, (iii) the purchase of shares of the Company’s capital stock and the issuance of options to purchase shares of the Company’s Common Stock, in each instance, approved by the Board of Directors (all of which purchases and issuances are reflected in the capitalization representations set forth in Section 2.5 of 3.2) and (iv) the transactions contemplated by the Transaction Agreements, there are no agreements, understandings or proposed transactions between the Company Disclosure Documentand any of its Affiliates. (b) Except for the Transaction Agreements, there are no agreements, understandings, instruments, contracts or proposed transactions to which the Company or any of its Subsidiaries is a party or by which it is bound that: that involve (i) involve obligations (contingent or otherwise) of, or payments to, the Company or any of its Subsidiaries in excess of of, $25,000 (other than Company Employee Plans and Company Employment Contracts), 15,000, (ii) include the license of Intellectual Property either any patent, copyright, trade secret or other proprietary right to or from Company, including all contracts providing the Company with rights or access any of its Subsidiaries other than the license to samples the Company of human tissuestandard, blood generally commercially available “off-the-shelf” third-party products that are not and will not to any extent be a part of or other fluids, influence the development of any product or service or intellectual property of the Company or any of its Subsidiaries, or (iii) involve the sale or license of Company Products or the grant of rights to manufacture, produce, assemble, license, market, distribute, or sell or resell Company Products its products to any other Person or affect the exclusivity of Company’s or any of its Subsidiaries’ exclusive right to develop, manufacture, assemble, distribute, market or sell its Company Products, (iv) provide indemnification by the Company with respect to infringement of proprietary rights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business), or (v) are otherwise material to Company (each, a “Company Material Contract”)products. (bc) 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 individually in excess of $25,000 15,000 or in excess of $100,000 50,000 in the aggregate, (iii) made any loans or advances to any Person, other than ordinary advances for travel or 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, or (v) agreed to do any of the foregoing. (cd) For the purposes of subsections (ab) and (bc) of this Section 2.5above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same Person (including Persons the Company has reason to believe are affiliated Affiliated with each otherthat Person) shall be aggregated for the purpose purposes of meeting the individual minimum dollar amounts of each such subsection. (d) The Company is not subject to any restriction under the Company’s Certificate of Incorporation or bylaws, which adversely affects in any material respect the Current Company Business, its properties or its financial condition.

Agreements; Actions. (a) Except as set forth for (i) standard employee benefits generally made available to all employees, (ii) standard director and officer indemnification agreements approved by the Parent Board of Directors, (iii) the purchase of shares of Parent’s capital stock and the issuance of options to purchase shares of Common Stock, in Section 2.5 each instance, approved pursuant to written consent or in the written minutes of the Company Disclosure DocumentParent’s Board of Directors and (iv) Proprietary Information and Inventions Agreements, there are no agreements, understandings or proposed transactions between Parent and any of its officers, directors, affiliates, or any affiliate thereof. (b) There are no agreements, understandings, instruments, contracts contracts, proposed transactions, judgments, orders, writs or proposed transactions decrees to which Company Parent is a party or by which it is bound that: that may involve (i) involve obligations (contingent or otherwise) of, or payments to, Company to Parent in excess of, $1,000,000, or (ii) any material license of $25,000 any patent, copyright, trade secret or other proprietary right to or from Parent (other than Company Employee Plans and Company Employment Contracts), (iiA) include the nonexclusive license of Intellectual Property either to or from Company, including all contracts providing the Company with rights or access to samples of human tissue, blood or other fluids, (iii) involve the sale or license of Company Products or the grant of rights to manufacture, produce, assemble, license, market, distribute, sell or resell Company Products to any other Person or affect the exclusivity of CompanyParent’s right to develop, manufacture, assemble, distribute, market or sell its Company Products, (iv) provide indemnification by the Company with respect to infringement of proprietary rights (other than indemnification obligations arising from purchase or sale agreements entered into software and products in object code form in the ordinary course of businessbusiness pursuant to standard end-user agreements or (B) the nonexclusive license to Parent of standard, generally commercially available, “off-the-shelf” third party products that are not and will not to any extent be part of any product, service or intellectual property offering of Parent), or or (viii) are otherwise material to Company (eachprovisions materially restricting the business of Parent or the development, a “Company Material Contract”)manufacture or distribution of Parent’s products or services. (bc) The Company Parent 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 individually in excess of $25,000 or 1,000,000 or, in the case of indebtedness and/or liabilities individually less than $1,000,000, in excess of $100,000 1,500,000 in the aggregate, (iii) made any loans or advances to any Personperson, other than ordinary advances for travel or 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, or (v) agreed to do any of the foregoing. (cd) For the purposes of subsections (ab) and (bc) of this Section 2.5above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same Person person or entity (including Persons Company persons or entities Parent has reason to believe are affiliated with each othertherewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsectionsubsections. (de) The Company There are no agreements, understandings or proposed transactions to which Parent is not subject a party that will terminate or provide a right of Parent or another party thereto to any restriction under terminate (either with or without the Company’s Certificate passage of Incorporation time or bylawsthe giving of notice, or both) as a result of the transactions hereby contemplated. All agreements, understandings or proposed transactions to which adversely affects Parent is a party will continue to be valid, binding, in any material respect full force and effect and enforceable against Parent (and to the Current Company BusinessKnowledge of Parent, its properties or its financial conditionto each other party thereto) in accordance with their respective terms immediately following the consummation of the transactions contemplated hereby.

Agreements; Actions. (a) Except for the Transaction Agreements and except as set forth disclosed in Section 2.5 of the Company Disclosure DocumentSchedule to the Company’s knowledge, there are no material agreements, understandings, instruments, contracts or proposed transactions to which the Company is a party or by which it is bound that: that involve (i) involve obligations (contingent or otherwise) of, or payments to, the Company in excess of $25,000 (other than Company Employee Plans and Company Employment Contracts), £2,500,000 per annum, (ii) include the license of Intellectual Property either any patent, copyright, trademark, trade secret or other proprietary right to or from the Company, including all contracts providing the Company with rights or access to samples of human tissue, blood or other fluids, (iii) involve the sale or license of Company Products or the grant of rights to manufacture, produce, assemble, license, market, distribute, or sell or resell Company Products its products to any other Person or affect that limit the exclusivity of Company’s right exclusive rights to develop, manufacture, assemble, distribute, market or sell its Company Products, products, or (iv) provide indemnification by the Company with respect to infringement infringements of proprietary rights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business), or (v) are otherwise material to Company (each, a “Company Material Contract”)rights. (b) 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 individually in excess of $25,000 or in excess of $100,000 in the aggregateborrowed, (iii) made any loans or advances to any PersonPerson (including to any shareholder or employee of the Company), other than ordinary advances for travel or 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, or (v) agreed to do any of the foregoing. (c) . For the purposes of subsections (a) and (b) of this Section 2.5Subsection 2.10, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same Person (including Persons the Company has reason to believe are affiliated with each other) shall be aggregated for the purpose of meeting the individual minimum dollar pounds sterling amounts of such subsection. (dc) The Company is not subject to a guarantor or indemnitor of any restriction under indebtedness of any other Person. (d) The Company has not engaged in the past three (3) months in any discussion with any representative of any Person regarding (i) a sale or exclusive license of all or substantially all of the Company’s Certificate assets, or (ii) any merger, consolidation or other business combination transaction of Incorporation the Company with or bylawsinto another Person. (e) Except as disclosed in the Disclosure Schedule or in connection with the Transaction Agreements, the Company: (i) has no material capital commitments; (ii) is not a party to any contract, arrangement or commitment (whether in respect of capital expenditure or otherwise) which adversely affects is of an unusual, onerous or long-term nature or which involves or could involve a material obligation or liability; (iii) has not become bound and no Person has become entitled (or with the giving of notice and/or the issue of a certificate and/or the passage of time or otherwise may become entitled) to require it to repay any loan capital or other debenture, redeemable preference share capital, borrowed money or grant made to it by any governmental or other authority or person prior to the stipulated due date; (iv) is not a party to any agreement which is or may become terminable as a result of the entry into or completion of this agreement; (v) has not entered into any agreement which requires or may require, or confers any right to require, the sale (whether for cash or otherwise) or the transfer by it of any asset; (vi) is not a party to any joint venture, consortium, partnership, unincorporated association or profit sharing arrangement or agreement; (vii) is not a party to or enjoys the benefit of any agreement requiring registration or notification under or by virtue of any statute; or (viii) is not in default of any material respect agreement or arrangement to which it is a party. (f) The Company has not been and is not a party to any contract or arrangements binding upon it for the Current Company Business, its properties purchase or its financial conditionsale of property or the supply of goods or services at a price different to that reasonably obtainable on an arm’s length basis.

Agreements; Actions. (a) Except for the Transaction Agreements, except as set forth in disclosed on Section 2.5 2.10(a) of the Company Disclosure DocumentSchedule, there are no agreements, understandings, instruments, contracts or proposed transactions to which the Company is a party or by which it is bound that: that (i) involve obligations (contingent or otherwise) of, or payments to, the Company in excess of $25,000 (other than Company Employee Plans and Company Employment Contracts), 50,000, (ii) include involve the license of Intellectual Property either any patent, copyright, trademark, trade secret or other proprietary right to or from the Company, including all contracts providing the Company with rights or access to samples of human tissue, blood or other fluids, (iii) involve the sale or license of Company Products or the grant of rights to manufacture, produce, assemble, license, market, distribute, or sell or resell Company Products its products to any other Person or affect that limit the exclusivity of Company’s exclusive right to develop, manufacture, assemble, distribute, market or sell its Company Products, products, (iv) provide involve indemnification by the Company with respect to infringement infringements of proprietary rights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business)rights, or (v) are otherwise involve the Company and any entity in which any officer, director, shareholder or employee of the Company has any interest, (vi) require the Company to make any payment upon consummation of the transactions contemplated hereby, or upon any subsequent sale of the Company or all or substantially all of its assets or (vii) restrict the ability of the Company to compete in any jurisdiction. Section 2.10(a) of the Disclosure Schedule also set forth each other agreement, understanding, instruments or contract which is material to Company (each, a “Company Material Contract”)the business of the Company. (b) The Except as disclosed on Section 2.10(b) of the Disclosure Schedule, 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 individually in excess of $25,000 20,000 or in excess of $100,000 in the aggregate, (iii) made any loans or advances to any Person, other than ordinary advances for travel or 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, or (v) agreed to do any of the foregoing. (c) . For the purposes of subsections (ab) and (bc) of this Section 2.52.10, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same Person (including Persons the Company has reason to believe are affiliated with each other) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsection. (dc) The Company is not subject to a guarantor or indemnitor of any restriction under indebtedness of any other Person. (d) The Company has not engaged in the past three (3) months in any discussion with any representative of any Person regarding (i) a sale or exclusive license of all or substantially all of the Company’s Certificate assets, or (ii) any merger, consolidation or other business combination transaction of Incorporation the Company with or bylaws, which adversely affects into another Person (except as provided for in any material respect the Current Company Business, its properties or its financial conditionSection 2.24).

Agreements; Actions. (a) Except as set forth in Section 2.5 Schedule 4.12 identifies all of the Company Disclosure Document, there are no agreements, understandings, instruments, contracts or proposed transactions following Contracts in effect as of the date of this Agreement to which any Company Party is a party or by which it the Company Party is otherwise legally bound that(each such Contract, a “Material Contract”) which: (ia) involve obligations (contingent are reasonably expected to require payments to or otherwise) of, or payments to, from the Company Party in excess of $25,000 (other than Company Employee Plans and Company Employment Contracts),[*****] annually; (ii) include the license of Intellectual Property either to or from Company, including all contracts providing the Company with rights or access to samples of human tissue, blood or other fluids, (iii) involve the sale or license of Company Products or the grant of rights to manufacture, produce, assemble, license, market, distribute, sell or resell Company Products to any other Person or affect the exclusivity of Company’s right to develop, manufacture, assemble, distribute, market or sell its Company Products, (ivb) provide for indemnification by the Company Party with respect to infringement infringements of proprietary rights rights; (other than indemnification obligations arising from purchase c) represent Indebtedness for money borrowed or sale agreements entered into incurred in excess of [*****], individually or in the ordinary course of business), oraggregate; (vd) are otherwise material to Company (each, a “Company Material Contract”). (b) The Company has not provide for (i) declared Change in Control Payments 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 relates to Company Transaction Expenses; (e) provide for money borrowed individually in excess of $25,000 or in excess of $100,000 in the aggregate, (iii) made any loans or advances to any PersonPerson by the Company Party, other than ordinary advances for travel or and business expenses, ; (ivf) pursuant to which the Company Party sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory Inventory in the ordinary course Ordinary Course of Business; (g) obligate the Company Party to assume any Tax, environmental or other Liability of any other Person; (h) creating or relating to any partnership or joint venture or any sharing of revenues, profits, losses, costs or Liabilities or the payment of any royalties of, or by (as applicable) the Company Party; (i) purports to: (i) limit, curtail or restrict the ability of the Company Party in any respect to: competing with any other Person or compete in any geographic area, line of business, or market; (vii) agreed developing or distributing any technology or Intellectual Property Right, (iii) obligating the Company Party to do refrain from soliciting the employment of, or hire, any potential employees, consultants, or contractors of any Person, or (iv) granting the other party or any customer “most favored nation” pricing or similar status; (j) provides or licenses any of the foregoing.Company Party’s products or services to any third party on an exclusive basis or licenses any product or service on an exclusive basis from a third party; (ck) For grants rights or authority to any Person with respect to any Owned Intellectual Property or Licensed Intellectual Property other than customer agreements entered in the purposes Ordinary Course of subsections (a) and (b) of this Section 2.5, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same Person (including Persons Company has reason to believe are affiliated with each other) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsection.Business; (dl) The is a Contract with any Seller or Affiliate of any Seller; (m) is a Contract with any Person characterized and treated by the Company Party as a consultant or independent contractor; (n) requires the Company Party to purchase its total requirements of any product or service from a third party or that contain “take or pay” provisions; (o) is a broker, distributor, dealer, manufacturer’s representative, franchise, agency, sales promotion, market research, marketing consulting or advertising Contracts; (p) is an employment agreement or arrangement which is not subject cancellable without penalty to the Company Party or on more than thirty (30) days’ notice; (q) is with any restriction under the Company’s Certificate of Incorporation Governmental Authority; and (r) is a collective bargaining agreement or bylaws, which adversely affects in Contract with any material respect the Current Company Business, its properties or its financial conditionUnion.

Agreements; Actions. (ai) Except for the Transaction Documents, or other than as set forth described in Section 2.5 of the Company Disclosure DocumentMemorandum, the Merger 8-K or this Agreement, there are no agreements, understandings, instruments, contracts or proposed transactions to which the Company is a party or by which it is bound that: that involve (i) involve obligations (contingent or otherwise) of, or payments to, the Company in excess of $25,000 (other than Company Employee Plans and Company Employment Contracts), 1,000,000, (ii) include the license of Intellectual Property either any patent, copyright, trademark, trade secret or other proprietary right to or from the Company, including all contracts providing the Company with rights or access to samples of human tissue, blood or other fluids, (iii) involve the sale or license of Company Products or the grant of rights to manufacture, produce, assemble, license, market, distribute, or sell or resell Company Products its products to any other Person or affect the exclusivity of Company’s right to developPerson, manufacture, assemble, distribute, market or sell its Company Products, (iv) provide indemnification by the Company with respect to infringement infringements of proprietary rights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business)rights, or (v) are otherwise material to the Company and any entity in which any shareholder has any interest or (eachvi) obligations of the Company regarding exclusivity, a “Company Material Contract”)most favored party, non-competition or non-solicitation. (bii) The Company has not (iA) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (iiB) incurred any indebtedness for money borrowed or incurred any other liabilities individually in excess of $25,000 10,000 or in excess of $100,000 in the aggregate, (iiiC) made any loans or advances to any Person, other than ordinary advances for travel or business expenses, or (ivD) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business, or (v) agreed to do any of the foregoing. (c) . For the purposes of subsections (aii) and (biii) of this Section 2.53.1(j), all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same Person (including Persons the Company has reason to believe are affiliated with each other) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsection. (diii) The Except with respect to ADMA BioCenters Georgia, Inc., (“ADMA BioCenters”), the Company’s only Subsidiary, the Company is not subject to a guarantor or indemnitor of any restriction under the Company’s Certificate indebtedness or any other obligation for borrowed money of Incorporation or bylaws, which adversely affects in any material respect the Current Company Business, its properties or its financial conditionother Person.

Agreements; Actions. (a) Except as set forth in Section 2.5 Other than (i) standard employee benefits generally made available to all employees, (ii) standard director and officer indemnification agreements approved by the Board, (iii) the purchase of shares of the Company's capital stock and the issuance of options to purchase shares of the Company's Common Stock, in each instance, approved by the Board and (iv) the transactions contemplated by the Transaction Agreements, there are no agreements, understandings or proposed transactions between the Company Disclosure Documentand any of its officers, directors, affiliates, or any affiliate thereof. (b) Except for the Transaction Agreements, there are no agreements, understandings, instruments, contracts or proposed transactions to which the Company is a party or by which it is bound that: that involve (i) involve obligations (contingent or otherwise) of, or payments to, the Company in excess of of, $25,000 (other than Company Employee Plans and Company Employment Contracts), 100,000, (ii) include the license of Intellectual Property either any patent, copyright, trade secret or other proprietary right to or from Company, including all contracts providing the Company with rights other than (A) the license of the Company's software and products in the ordinary course of business or access (B) the license to samples the Company of human tissuegenerally commercially available "off-the-shelf' third-party products, blood or other fluids, (iii) involve the sale or license of Company Products or the grant of rights to manufacture, produce, assemble, license, market, distribute, or sell or resell Company Products its products to any other Person person or affect the exclusivity of Company’s 's exclusive right to develop, manufacture, assemble, distribute, market or sell its Company Products, (iv) provide indemnification by the Company with respect to infringement of proprietary rights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business), or (v) are otherwise material to Company (each, a “Company Material Contract”)products. (bc) 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 individually in excess of $25,000 or in excess of $100,000 in the aggregate100,000, (iii) made any loans or advances to any Personperson, other than ordinary advances for travel or 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, or (v) agreed to do any of the foregoing. (cd) For the purposes of subsections (ab) and (bc) of this Section 2.5above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same Person person or entity (including Persons persons or entities the Company has reason to believe are affiliated with each otherthat person or entity) shall be aggregated for the purpose purposes of meeting the individual minimum dollar amounts of each such subsection. (d) The Company is not subject to any restriction under the Company’s Certificate of Incorporation or bylaws, which adversely affects in any material respect the Current Company Business, its properties or its financial condition.

Agreements; Actions. (a) Except for the Transaction Documents and except as set forth in on Section 2.5 2.09(a) of the Company Disclosure DocumentSchedule, there are no agreements, understandings, instruments, contracts or proposed transactions to which the Company or any of its Subsidiaries is a party or by which it is bound that: that involve (i) involve obligations (contingent or otherwise) of, or payments to, the Company in excess of $25,000 (other than Company Employee Plans and Company Employment Contracts), 100,000, (ii) include the license of Intellectual Property either any patent, copyright, trademark, trade secret or other proprietary right to or from the Company, including all contracts providing the Company with rights or access to samples of human tissue, blood or other fluids, (iii) involve the sale or license of Company Products or the grant of rights to manufacture, produce, assemble, license, market, distribute, or sell or resell Company Products its products to any other Person or affect that limit the exclusivity of Company’s exclusive right to develop, manufacture, assemble, distribute, market or sell its Company Products, products, or (iv) provide indemnification by the Company with respect to infringement infringements of proprietary rights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business), or (v) are otherwise material to Company (each, a “Company Material Contract”)rights. (b) Except as set forth on Section 2.09(b) of the Disclosure Schedule, 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 individually in excess of $25,000 250,000 or in excess of $100,000 1,000,000 in the aggregate, (iii) made any loans or advances to any Person, other than ordinary advances for travel or 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, or (v) agreed to do any of the foregoing. (c) . For the purposes of subsections (a) and (b) of this Section 2.52.09, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same Person (including Persons the Company has reason to believe are affiliated with each other) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsection. (dc) The Company is not subject to a guarantor or indemnitor of any restriction under the Company’s Certificate Indebtedness of Incorporation or bylaws, which adversely affects in any material respect the Current Company Business, its properties or its financial conditionother Person.

Agreements; Actions. (a) Except as set forth in Section 2.5 of the Company Disclosure Document, there There are no agreements, understandings, instruments, contracts or proposed transactions to which the Company or any Subsidiary is a party or by which it is bound that: that involve: (i) involve obligations (contingent or otherwise) of, or payments to, the Company or any Subsidiary in excess of One Hundred Thousand U.S. Dollars ($25,000 (other than Company Employee Plans and Company Employment Contracts100,000.00), ; (ii) include the license of Intellectual Property either any patent, copyright, trademark, trade secret or other proprietary right to or from Company, including all contracts providing the Company with rights or access to samples of human tissue, blood or other fluids, any Subsidiary; (iii) involve the sale or license of Company Products or the grant of rights to manufacture, produce, assemble, license, market, distribute, or sell or resell Company Products its products to any other Person that limit the exclusive right of the Company or affect the exclusivity of Company’s right any Subsidiary to develop, manufacture, assemble, distribute, market or sell its Company Products, products; except those customers of Zapna who were granted territorial exclusivity to sell and market the Zapna products; or (iv) provide indemnification by the Company or any Subsidiary with respect to infringement infringements of proprietary rights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business), or (v) are otherwise material to Company (each, a “Company Material Contract”)rights. (b) The Except as disclosed in the Financial Statements, neither the Company has not nor any Subsidiary has: (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, Capital Stock; (ii) incurred any indebtedness for money borrowed or incurred any other liabilities individually in excess of Fifty Thousand U.S. Dollars ($25,000 50,000.00) or in excess of $100,000 One Hundred Thousand U.S. Dollars in the aggregate, aggregate ($100,000.00); (iii) made any loans or advances to any Person, other than ordinary advances for travel expenses; or business expenses, (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business, or (v) agreed to do any of the foregoing. (c) . For the purposes of subsections (ab) and (bc) of this Section 2.5Section, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same Person (including Persons Company Seller has reason to believe are affiliated with each other) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsection. Purchaser acknowledges that the Financial Statements disclose a loan to the Company in the amount of $150,000, which the Company began retiring in January 2012, and the continuing retirement of which is reflected in the 2012 budget of the Company that Purchaser has approved. (dc) The To Seller’s Knowledge, neither the Company nor any Subsidiary is not subject to a guarantor or indemnitor of any restriction under the Company’s Certificate indebtedness of Incorporation or bylaws, which adversely affects in any material respect the Current Company Business, its properties or its financial conditionother Person.

Agreements; Actions. (a) Except for the Transaction Agreements, and except as set forth disclosed in Section 2.5 ‎5.10‎(a) of the Company Disclosure Document, Schedule there are no agreements, understandings, instruments, contracts or proposed transactions to which Company is the Companies are a party or by which it is bound that: that involve (i) involve obligations (contingent or otherwise) of, or payments to, Company the Companies in excess of $25,000 (other than Company Employee Plans and Company Employment Contracts), 50,000, (ii) include the license of Intellectual Property either any patent, copyright, trademark, trade secret, software or other proprietary right to or from Companythe Companies, including all contracts providing the Company with rights or access to samples of human tissue, blood or other fluids, (iii) involve the sale or license of Company Products or the grant of rights to manufacture, produce, assemble, license, market, distribute, or sell or resell Company Products its products to any other Person or affect that limit the exclusivity of Company’s Companies’ exclusive right to develop, manufacture, assemble, distribute, market or sell its Company Products, products, or (iv) provide indemnification by the Company Companies with respect to infringement infringements of proprietary rights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business), or (v) are otherwise material to Company (each, a “Company Material Contract”)rights. (b) The Company has Except for the Transaction Agreements, and except as disclosed in Section ‎5.10‎(b), the Companies have not (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or incurred any other liabilities individually in excess of $25,000 or in excess of $100,000 in the aggregate, (iii) made any loans or advances to any Person, other than ordinary advances for travel or 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, or (v) agreed to do any of the foregoing. (c) . For the purposes of subsections (a‎(a) and (b‎(b) of this Section 2.5‎5.10, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same Person (including Persons the Company has reason to believe are affiliated with each other) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsectionsection. (dc) The Company is Companies are not subject to guarantors or indemnitors of any restriction under the Company’s Certificate indebtedness of Incorporation or bylaws, which adversely affects in any material respect the Current Company Business, its properties or its financial conditionother Person.