Common use of Agreements, Contracts and Commitments Clause in Contracts

Agreements, Contracts and Commitments. 18(a) of the Company Disclosure Schedule, lists all of the following to which the Company is a party or bound by: any employment or consulting contract with an employee or individual consultant or salesperson, or consulting or sales agreement, contract, or commitment with a firm or other organization (other than offer letters, employee invention assignment agreements and option agreements pursuant to the Company's standard form previously provided to Parent; provided that there are no substantive modifications from such form; and provided, further, in the case of employee invention assignment agreements, that the employee has not excepted any inventions that are related to any Intellectual Property used in connection with Company Products); any Contract or plan, including, without limitation, any stock option plan, stock appreciation rights plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or any subsequent event or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; any fidelity or surety bond or completion bond; any lease of personal property having a value in excess of $25,000 individually or $50,000 in the aggregate; any agreement, contract or commitment relating to capital expenditures and involving future payments in excess of $25,000 individually or $50,000 in the aggregate; any agreement, contract or commitment with customers of the Company that individually accounts for five percent (5%) or more of the Company's revenues; any agreement, contract or commitment relating to the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course of the Company's business; any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit; any purchase order or contract for the purchase of materials or services involving single source suppliers, custom manufacturers or involving in excess of $25,000 individually or $50,000 in the aggregate; any construction contracts; any dealer, distribution, joint marketing or development agreement; any sales representative, original equipment manufacturer, value added, remarketer, distributor, reseller, or independent software vendor, or other agreement for distribution of the Company's products, technology or services by a third party; any Contract of indemnification or any guaranty other than any Contract of indemnification entered into in connection with the sale, license, distribution and development of Intellectual Property and advertising in the ordinary course of business; any Contract currently in force to provide source code to any third party for any product or technology; any material settlement agreement entered into prior to the date of this Agreement pursuant to which the Company has continuing obligations or rights; any Contract under which the consequences of a default or termination would reasonably be anticipated to have a Material Adverse Effect on the Company; any executory agreement under which the Company has advanced or loaned any amount to any of its directors, officers, and employees; any revenue or profit participation Contract which involves aggregate annual payments of more than $20,000; or any other Contract that involves $25,000 individually or $50,000 in the aggregate or more and is not cancelable without penalty within thirty (30) days, and any other Contract that is not cancelable without penalty within twelve (12) months.

Agreements, Contracts and Commitments. 18(a) Except as set forth in Section 2.16 of the Company Disclosure Schedule, lists all of Schedule (specifying the following to which appropriate paragraph): (a) Neither the Company nor any of its Subsidiaries is a party or to, nor is it bound by: : (i) any employment employment, contractor or consulting agreement, contract or commitment with an employee or individual consultant consultant, contractor, or salesperson, any agreement, contract or commitment to grant any severance or termination pay (in cash or otherwise) to any employee, or any contractor, consulting or sales agreement, contract, or commitment with a firm or other organization except (other than offer letters, employee invention assignment agreements and option agreements pursuant to 1) on the Company's ’s standard form previously provided to Parent; provided that there are no substantive modifications from such form; and provided, further, in the case of employee invention assignment agreements, that the employee has not excepted offer letters or employment agreements or (2) as otherwise may be required by applicable law; (ii) any inventions that are related to any Intellectual Property used in connection with Company Products); any Contract agreement or plan, including, without limitation, including any stock option plan, stock appreciation rights plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or any subsequent event or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; ; (iii) any fidelity or surety bond or completion bond; ; (iv) any lease of personal property having a value in excess of $25,000 individually or $50,000 100,000 in the aggregate; ; (v) any agreement of indemnification or guaranty except for the warranties and indemnities (a) contained in those contracts and agreements set forth in Section 2.16(a)(v) of the Disclosure Schedule (other than non-exclusive licenses granted in connection with the sale of Company products or related support and maintenance agreements that have been entered into in the ordinary course of business consistent with past practices that do not materially differ in substance from the Company’s standard forms of agreement including attachments (copies of which have been provided to Parent)), and (b) warranties implied by law; (vi) any agreement, contract or commitment relating to capital expenditures and involving future payments in excess of $25,000 individually or $50,000 100,000 in the aggregate; any agreement, contract or commitment with customers of the Company that individually accounts for five percent ; (5%vii) or more of the Company's revenues; any agreement, contract or commitment relating to the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course of the Company's ’s business; ; (viii) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit; ; (ix) any purchase order or contract for the purchase of materials or services involving single source suppliers, custom manufacturers or involving in excess of $25,000 individually or $50,000 100,000 in the aggregate; ; (x) any construction contracts; ; (xi) any dealer, distribution, joint marketing marketing, strategic alliance, affiliate or development agreement (other than non-exclusive licenses granted in connection with the sale of Company products or related support and maintenance agreements that have been entered into in the ordinary course of business that do not materially differ in substance from the Company’s standard forms agreement including attachments (copies of which have been provided to Parent); (xii) any agreement; , contract or commitment to alter the Company’s interest in any Subsidiary, corporation, association, joint venture, partnership or business entity in which the Company directly or indirectly holds any interest; (xiii) any sales representative, original equipment manufacturer, manufacturing, value added, remarketer, distributor, reseller, or independent software vendor, or other agreement for use or distribution of the Company's products, technology or services by a third party; any Contract of indemnification the Company or any guaranty of its Subsidiaries (other than any Contract of indemnification entered into non-exclusive licenses granted in connection with the sale, license, distribution sale of Company products or related support and development of Intellectual Property and advertising maintenance agreements that have been entered into in the ordinary course of business; any Contract currently business that do not materially differ in force to provide source code to any third party for any product or technology; any material settlement agreement entered into prior to the date of this Agreement pursuant to which the Company has continuing obligations or rights; any Contract under which the consequences of a default or termination would reasonably be anticipated to have a Material Adverse Effect on substance from the Company’s standard forms agreement including attachments (copies of which have been provided to Parent); any executory agreement under which the Company has advanced or loaned any amount to any of its directors, officers, and employees; any revenue or profit participation Contract which involves aggregate annual payments of more than $20,000; or or (xiv) any other Contract agreement, contract or commitment that involves $25,000 individually or $50,000 100,000 in the aggregate or more and is not cancelable without penalty within thirty 30 days. (30b) daysEach Material Contract to which the Company or any of its Subsidiaries is a party or any of their respective properties or assets (whether tangible or intangible) is subject is a valid and binding agreement of the Company or its Subsidiaries, as the case may be, enforceable against the Company or the applicable Subsidiary in accordance with its terms, and is in full force and effect with respect to the Company or the applicable Subsidiary and, to the Knowledge of the Company, any other party thereto. The Company and each of its Subsidiaries are in compliance with in all material respects and have not breached, violated or defaulted under, or received notice that they have breached, violated or defaulted under, any of the terms or conditions of any such Material Contract, nor to the Knowledge of the Company or any of its Subsidiaries is any party obligated to the Company or any of its Subsidiaries pursuant to any such Material Contract subject to any breach, violation or default thereunder, nor does the Company or any of its Subsidiaries have Knowledge of any event that is not cancelable with the lapse of time, giving of notice or both would constitute such a breach, violation or default by the Company, its Subsidiaries or any such other party. True and complete copies of each Material Contract disclosed in the Disclosure Schedule or required to be disclosed pursuant to this Section 2.16 (each a “Material Contract”) have been delivered to Parent. (c) The Company and each of its Subsidiaries have fulfilled all material obligations required pursuant to each Material Contract to have been performed by the Company prior to the date hereof. (d) All outstanding indebtedness of the Company or its Subsidiaries may be prepaid without penalty within twelve (12) monthspenalty.

Agreements, Contracts and Commitments. 18(a(a) Except as set forth in or excepted from (by virtue of the specific exclusions contained in Section 2.13(g) or Section 2.13(h) of the Company --------------- --------------- Disclosure Schedule) Section 2.13(g) and Section 2.13(h) of the Disclosure --------------- --------------- Schedule, or as set forth in Section 2.14(a) of the Disclosure Schedule, lists all of the following to which the --------------- Company is not a party or to, nor is it bound by: : (i) any employment or consulting agreement, contract or commitment with an employee or individual consultant or salesperson, or consulting or sales agreement, contract, or commitment with a firm or other organization organization; (other than offer letters, employee invention assignment agreements and option agreements pursuant to the Company's standard form previously provided to Parent; provided that there are no substantive modifications from such form; and provided, further, in the case of employee invention assignment agreements, that the employee has not excepted ii) any inventions that are related to any Intellectual Property used in connection with Company Products); any Contract agreement or plan, including, without limitation, any stock option plan, stock appreciation rights plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or any subsequent event or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; ; (iii) any indemnification agreement with any officer or director; (iv) any fidelity or surety bond or completion bond; ; (v) any lease of personal property having a value in excess of $25,000 5,000 individually or $50,000 10,000 in the aggregate; ; (vi) any agreement, contract or commitment relating to capital expenditures and involving future payments in excess of $25,000 5,000 individually or $50,000 10,000 in the aggregate; any agreement, contract or commitment with customers of the Company that individually accounts for five percent ; (5%vii) or more of the Company's revenues; any agreement, contract or commitment relating to the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course of the Company's business; ; (viii) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit; ; (ix) any purchase order or contract for the purchase of materials or services involving single source suppliers, custom manufacturers or involving in excess of $25,000 5,000 individually or $50,000 10,000 in the aggregate; ; (x) any construction contracts; ; (xi) any dealer, distribution, joint marketing or development agreement; ; (xii) any sales representative, original equipment manufacturer, value added, remarketer, distributor, reseller, or independent software vendor, or other agreement for use or distribution of the Company's products, technology or services by a third partyservices; any Contract of indemnification or any guaranty other than any Contract of indemnification entered into in connection with the sale, license, distribution and development of Intellectual Property and advertising in the ordinary course of business; any Contract currently in force to provide source code to any third party for any product or technology; any material settlement agreement entered into prior to the date of this Agreement pursuant to which the Company has continuing obligations or rights; any Contract under which the consequences of a default or termination would reasonably be anticipated to have a Material Adverse Effect on the Company; any executory agreement under which the Company has advanced or loaned any amount to any of its directors, officers, and employees; any revenue or profit participation Contract which involves aggregate annual payments of more than $20,000; or or (xiii) any other Contract agreement, contract or commitment that involves $25,000 5,000 individually or $50,000 10,000 in the aggregate or more and is not cancelable without penalty within thirty (30) days, and any other Contract that is not cancelable without penalty within twelve (12) months.

Agreements, Contracts and Commitments. 18(a(a) Except as set forth in Section 3.14 of the Disclosure Schedule (specifying the appropriate subparagraph), the Company Disclosure Scheduleis not a party to, lists all nor is it bound by any of the following (each, a “Material Contract”) to which the Company is a party or bound by: extent currently in effect: (i) any employment (A) employment, contractor or consulting contract Contract with an employee or employee, individual consultant or salespersoncontractor, or (B) consulting or sales agreement, contract, or commitment Contract with a firm or other organization (other than excluding any agreement or offer letters, employee invention assignment agreements letter that is terminable at-will and option agreements pursuant to the Company's standard form previously provided to Parent; provided that there are no substantive modifications from such form; and provided, further, in the case of employee invention assignment agreements, that the employee has does not excepted provide for severance or termination payments); (ii) any inventions that are related to any Intellectual Property used in connection with Company Products); any Contract agreement or plan, including, without limitation, including any stock option plan, stock appreciation rights plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement (either alone or upon the occurrence of any additional subsequent event events) or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; ; (iii) any fidelity or surety bond or completion bond; ; (iv) any lease of personal property or equipment having a value in excess of $25,000 10,000 individually or $50,000 25,000 in the aggregate; ; (v) any agreement of indemnification or guaranty, but excluding agreements of indemnification or guaranty with respect to the infringement by the Company Products of the Intellectual Property Rights of third parties that are contained in the Company’s written agreements with its customers that have been entered into in the ordinary course of business, consistent with past practices, substantially in the Company’s standard form of customer agreement; (vi) any agreement, contract or commitment relating to capital expenditures and involving future payments in excess of $25,000 10,000 individually or $50,000 25,000 in the aggregate; any agreement, contract or commitment with customers of the Company that individually accounts for five percent ; (5%vii) or more of the Company's revenues; any agreement, contract or commitment relating to the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course of the Company's ’s business; , consistent with past practices; (viii) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit; ; (ix) any purchase order order, contract or contract for other commitment obligating the Company to purchase of materials or services involving single source suppliers, custom manufacturers or involving at a cost in excess of $25,000 10,000 individually or $50,000 25,000 in the aggregate; ; (x) any construction contracts; agreement containing covenants or other obligations granting or containing any current or future commitments regarding exclusive rights, non-competition, “most favored nations,” restriction on the operation or scope of its businesses or operations, or similar terms; (xi) any agreement providing a customer with refund rights; (xii) any agreement for the use, distribution or integration of the Company Products other than by the consumer end-user, including dealer, distribution, joint marketing or development agreement; any marketing, development, sales representative, original equipment manufacturer, manufacturing, supply, value added, remarketer, distributor, reseller, or independent software vendor, or other business partner, service provider and joint venture agreements; (xiii) any agreement for distribution of the Company's products, technology or services by a third party; any Contract of indemnification or any guaranty other than any Contract of indemnification entered into in connection with the sale, license, distribution and development of Intellectual Property and advertising in the ordinary course of business; any Contract currently in force to provide source code to any third party for any product or technology; any material settlement agreement entered into prior to the date of this Agreement pursuant to which the Company has continuing obligations received revenue or rights; other payments in excess of $10,000 individually or $25,000 in the aggregate; (xiv) any Contract under terms of use or terms of service, including those posted or implemented as “browsewrap” or “clickwrap” agreements, for third-party Web sites and other publicly accessible on-line sources from which the consequences of Company or a default or termination would reasonably be anticipated to have a Material Adverse Effect person acting on the Company; ’s behalf has extracted or collected information through the use of any executory agreement under “scrapers,” “spiders,” “bots” or other automated software programs or processes; (xv) any contracts, licenses and agreements to which the Company has advanced or loaned any amount is a party with respect to any of its directorsTechnology or Intellectual Property Rights, officersincluding any in-bound licenses, out-bound licenses, and employeescross-licenses; any revenue or profit participation Contract which involves aggregate annual payments of more than $20,000; or or (xvi) any other Contract agreement, contract or commitment that involves $25,000 10,000 individually or $50,000 25,000 in the aggregate or more and is not cancelable by the Company without penalty within thirty (30) days. (b) The Company is in compliance with and has not breached, violated or defaulted under, or received notice that it has breached, violated or defaulted under, any of the terms or conditions of any Material Contract, nor does the Company have Knowledge of any event that would constitute such a breach, violation or default with the lapse of time, giving of notice or both. Each Material Contract is in full force and effect, and any other Contract that the Company is not cancelable without penalty subject to any default thereunder, nor to the Knowledge of the Company is any party obligated to the Company pursuant to any such Material Contract subject to any default thereunder. Except as set forth in Section 3.14(b) of the Disclosure Schedule, no Material Contract will terminate, or may be terminated by either party, solely by the passage of time or at the election of either party within twelve (12) months120 days after the Closing. To the Knowledge of the Company, no party to a Material Contract has any intention of terminating such Material Contract with the Company or reducing the volume of business such party conducts with the Company, whether as a result of the Stock Sale or otherwise.

Agreements, Contracts and Commitments. 18(a(a) As of the Company Disclosure Scheduledate of this Agreement, lists all of except pursuant to this Agreement or in connection with the following to which transactions contemplated hereby, neither the Company nor any of its Subsidiaries is a party to or bound by: : (i) other than Employee Agreements, any employment or consulting agreement, contract or commitment with an employee or individual consultant or salesperson, salesperson or consulting or sales agreement, contract, contract or commitment with a firm or other organization organization; (other than offer letters, employee invention assignment agreements and option agreements pursuant to the Company's standard form previously provided to Parent; provided that there are no substantive modifications from such form; and provided, further, in the case of employee invention assignment agreements, that the employee has not excepted ii) any inventions that are related to any Intellectual Property used in connection with Company Products); any Contract agreement or plan, including, without limitation, any stock option plan, stock appreciation rights plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or any subsequent event or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; Agreement other than set forth on Schedule 4.21(a); (iii) any fidelity or surety bond or completion bond; ; (iv) any lease of personal property having a value with fixed annual rental payments in excess of $25,000 individually or $50,000 in the aggregate; 85,000; (v) any agreement, contract or commitment relating to capital expenditures and involving future payments in excess of $25,000 85,000 either individually or $50,000 in the aggregate; any agreement, contract or commitment with customers of the Company that individually accounts for five percent ; (5%vi) or more of the Company's revenues; any agreement, contract or commitment relating to the disposition or acquisition of assets or any interest in any business enterprise entered into outside the ordinary course of the Company's ’s business; ; (vii) other than as set forth on Schedule 4.21(a), any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit; , other than those mortgages, indentures, loans or credit agreements, security agreements or other agreements or instruments that are not, individually or in the aggregate, material to the Company or any Subsidiary of the Company; (viii) any purchase order or contract for the purchase of materials materials, supplies, goods, services, equipment or services other assets involving single source suppliers, custom manufacturers payments by the Company or involving any of its Subsidiaries in excess of $25,000 35,000 individually or $50,000 200,000 in the aggregate; ; (ix) any construction contracts; agreements for the acquisition by the Company of stock, assets or other property pursuant to which the Company was, is or may be required to make deferred payments of cash, stock or other property or providing for an adjustment of the purchase price paid by the Company, in each case that has not been paid in full and is not subject to further adjustment; (x) other than as set forth on Schedule 4.21(a), any dealeragreements for the payment of royalties by the Company or any of its Subsidiaries; (xi) any software development agreement or other agreement for development or authorship of products and services for the Company or any of its Subsidiaries other than as set forth on Schedule 4.21(a); (xii) other than as set forth on Schedule 4.21(a), distribution, joint marketing or development agreement; any sales representative, original equipment manufacturer, value addedadded reseller, remarketer, distributordealer, resellerdistribution, or independent software vendor, joint marketing or other agreement for distribution of the Company's products, technology ’s products or services by a third party; services; (xiii) any Contract of indemnification or any guaranty other than any Contract of indemnification entered into in connection with the sale, license, sales, distribution and development of Intellectual Property and advertising in or other similar agreement providing for the ordinary course of business; any Contract currently in force to provide source code to any third party for any product license or technology; any material settlement agreement entered into prior to the date of this Agreement pursuant to which sale by the Company has continuing obligations or rights; any Contract under which the consequences of a default or termination would reasonably be anticipated to have a Material Adverse Effect on the Company; any executory agreement under which the Company has advanced or loaned any amount to any of its directorsSubsidiaries of software, officers, and employees; any revenue services or profit participation Contract which involves aggregate assets that accounted for in the most recent fiscal year or that is expected to account for in the current fiscal year either annual payments to the Company and its Subsidiaries of $75,000 or more than $20,000; or any other Contract that involves $25,000 individually or $50,000 125,000 or more in the aggregate or payments by the Company and its Subsidiaries of $75,000 or more and individually or $125,000 or more in the aggregate; (xiv) other than as set forth on Schedule 4.21(a), any partnership, joint venture or other similar agreement or arrangement; or (xv) any other agreement, contract or commitment that involves $75,000 or more or is not cancelable without penalty within thirty 30 days. (30b) daysNeither the Company nor any of its Subsidiaries is, in any material respect, in breach, violation or default under, or has received any notice that the Company or any of its Subsidiaries has breached, violated or defaulted under, any of the terms or conditions of any agreement, contract, covenant, instrument, lease, license or commitment listed in Schedule 4.21 (collectively, a “Contract”) (except for notices relating to breaches, violations or defaults that have been cured or corrected in all material respects), nor does the Company have any Knowledge of any event that would constitute such a breach, violation or default with the lapse of time, giving of notice or both. Each Contract is a valid and any other Contract that binding agreement of the Company or its Subsidiary, as the case may be, is in full force and effect and is not cancelable subject to any default thereunder in any material respect by the Company or its Subsidiary, as the case may be, or, to the Company’s Knowledge, any party obligated to the Company pursuant thereto. Pursuant to the terms of the Contracts, following the Effective Time, the Parent or the Surviving Corporation will be permitted to exercise all of the Company’s or its Subsidiary’s rights, as the case may be, under the Contracts without penalty within twelve (12) monthsthe payment of any additional amounts or consideration other than ongoing fees, royalties or payments which the Company or its Subsidiary would otherwise be required to pay had the transactions contemplated by this Agreement not occurred.

Agreements, Contracts and Commitments. 18(a) Except as set forth in Section 2.16 of the Company Disclosure Schedule, lists all of Schedule (specifying the following to which appropriate paragraph): (a) Neither the Company nor any of its Subsidiaries is a party or to, nor is it bound by: : (i) any employment employment, contractor or consulting agreement, contract or commitment with an employee or individual consultant consultant, contractor, or salesperson, any agreement, contract or commitment to grant any severance or termination pay (in cash or otherwise) to any employee, or any contractor, consulting or sales agreement, contract, or commitment with a firm or other organization except (other than offer letters, employee invention assignment agreements and option agreements pursuant to 1) on the Company's ’s standard form previously provided to Parent; provided that there are no substantive modifications from such form; and provided, further, in the case of employee invention assignment agreements, that the employee has not excepted offer letter or (2) as otherwise may be required by applicable law; (ii) any inventions that are related to any Intellectual Property used in connection with Company Products); any Contract agreement or plan, including, without limitation, including any stock option plan, stock appreciation rights plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or any subsequent event or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; ; (iii) any fidelity or surety bond or completion bond; ; (iv) any lease of personal property having a value in excess of $25,000 20,000 individually or $50,000 in the aggregate; ; (v) any agreement of indemnification or guaranty except for the warranties and indemnities (a) contained in those contracts and agreements set forth in Section 2.16(a)(v) of the Disclosure Schedule (other than non-exclusive licenses granted in connection with the sale of Company products or related support and maintenance agreements that have been entered into in the ordinary course of business consistent with past practices that do not materially differ in substance from the Company’s standard forms of agreement including attachments (copies of which have been provided to Parent)), and (b) warranties implied by law; (vi) any agreement, contract or commitment relating to capital expenditures and involving future payments in excess of $25,000 20,000 individually or $50,000 in the aggregate; any agreement, contract or commitment with customers of the Company that individually accounts for five percent ; (5%vii) or more of the Company's revenues; any agreement, contract or commitment relating to the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course of the Company's ’s business; ; (viii) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit; ; (ix) any purchase order or contract for the purchase of materials or services involving single source suppliers, custom manufacturers or involving in excess of $25,000 20,000 individually or $50,000 in the aggregate; ; (x) any construction contracts; ; (xi) any dealer, distribution, joint marketing marketing, strategic alliance, affiliate or development agreement (other than non-exclusive licenses granted in connection with the sale of Company products or related support and maintenance agreements that have been entered into in the ordinary course of business that do not materially differ in substance from the Company’s standard forms agreement including attachments (copies of which have been provided to Parent)); (xii) any agreement; , contract or commitment to alter the Company’s interest in any Subsidiary, corporation, association, joint venture, partnership or business entity in which the Company directly or indirectly holds any interest; (xiii) any sales representative, original equipment manufacturer, manufacturing, value added, remarketer, distributor, reseller, or independent software vendor, or other agreement for use or distribution of the Company's products, technology or services by a third party; any Contract of indemnification the Company or any guaranty of its Subsidiaries (other than any Contract of indemnification entered into non-exclusive licenses granted in connection with the sale, license, distribution sale of Company products or related support and development of Intellectual Property and advertising maintenance agreements that have been entered into in the ordinary course of business; any Contract currently business that do not materially differ in force to provide source code to any third party for any product or technology; any material settlement agreement entered into prior to the date of this Agreement pursuant to which the Company has continuing obligations or rights; any Contract under which the consequences of a default or termination would reasonably be anticipated to have a Material Adverse Effect on substance from the Company’s standard forms agreement including attachments (copies of which have been provided to Parent); any executory agreement under which the Company has advanced or loaned any amount to any of its directors, officers, and employees; any revenue or profit participation Contract which involves aggregate annual payments of more than $20,000; or or (xiv) any other Contract agreement, contract or commitment that involves $25,000 20,000 individually or $50,000 in the aggregate or more and is not cancelable without penalty within thirty 30 days. (30b) daysEach Material Contract to which the Company or any of its Subsidiaries is a party or any of their respective properties or assets (whether tangible or intangible) is subject is a valid and binding agreement of the Company or its Subsidiaries, as the case may be, enforceable against each of the parties thereto in accordance with its terms, and is in full force and effect with respect to the Company or the applicable Subsidiary and, to the Knowledge of the Company, any other party thereto. The Company and each of its Subsidiaries are in compliance with and have not breached, violated or defaulted under, or received notice that they have breached, violated or defaulted under, any of the terms or conditions of any such Material Contract, nor to the Knowledge of the Company is any party obligated to the Company or any of its Subsidiaries pursuant to any such Contract subject to any breach, violation or default thereunder, nor does the Company have Knowledge of any event that is not cancelable with the lapse of time, giving of notice or both would constitute such a breach, violation or default by the Company, its Subsidiaries or any such other party. True and complete copies of each Material Contract disclosed in the Disclosure Schedule or required to be disclosed pursuant to this Section 2.16 (each a “Material Contract” and collectively, the “Material Contracts”) have been delivered to Parent. (c) The Company and each of its Subsidiaries have fulfilled all material obligations required pursuant to each Material Contract to have been performed by the Company prior to the date hereof, and, without penalty within twelve giving effect to the Merger, the Company will fulfill, when due, all of its obligations under the Material Contracts that remain to be performed after the date hereof. (12d) monthsAll outstanding indebtedness of the Company or its Subsidiaries may be prepaid without penalty.

Agreements, Contracts and Commitments. 18(a(a) Except as set forth in Schedule 2.13 (specifying the appropriate subparagraph below), no member of the Company Disclosure Schedule, lists all of the following to which the Company Group is a party to, or bound by: has or may acquire any employment obligations, rights or benefits under: (i) any Contract that would restrict the ability of the Company or any of its affiliates (including any Contract that would restrict the ability of Parent or any of its affiliates) to conduct or compete with any line of business or operations or beneficially own any assets, properties or rights, anywhere at any time; (ii) any employment, contractor or consulting contract Contract with an a current employee or individual consultant consultant, contractor, or salesperson, or consulting any Contract to grant any severance or sales agreement, contract, termination pay (in cash or commitment with a firm or other organization (other than offer letters, employee invention assignment agreements and option agreements pursuant to the Company's standard form previously provided to Parent; provided that there are no substantive modifications from such form; and provided, further, in the case of employee invention assignment agreements, that the employee has not excepted any inventions that are related otherwise) to any Intellectual Property used in connection with Company Products); employee or consultant, contractor or salesperson; (iii) any Contract or planContract, including, without limitation, including any stock option plan, stock appreciation rights plan or stock purchase plan, (A) any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated or may be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or any subsequent event Transactions or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated Transactions or (B) that provides for the payment of any consideration by this Agreement; the Company or any fidelity or surety bond or completion bond; Stockholder to any Person arising from the consummation of the Mergers; (iv) any lease of personal property having a value or other Contract affecting the ownership of, leasing of, or other interest in, any personal property, in each case, providing for annual payments in excess of $25,000 50,000 individually or $50,000 200,000 in the aggregate; ; (v) any agreement, contract surety or commitment guarantee agreement or other similar undertaking with respect to contractual performance; (vi) any Contract relating to capital expenditures and involving future payments in excess of $25,000 50,000 individually or $50,000 200,000 in the aggregate; ; (vii) any agreement, contract or commitment with customers of the Company that individually accounts for five percent (5%) or more of the Company's revenues; any agreement, contract or commitment Contract relating to the disposition or acquisition of assets or any interest or capital stock in any business enterprise outside the ordinary course of the Company's business; ; (viii) any mortgagesmortgage, indenturesindenture, guaranteesguarantee, loans bond, loan or credit agreementsagreement, security agreements agreement or other agreements or instruments Contract relating to the borrowing of money or extension of credit; ; (ix) any Contract (including purchase order orders) that involves performance of services or contract for delivery of goods or materials by or to the purchase of materials or services involving single source suppliers, custom manufacturers or involving in excess of $25,000 individually or $50,000 Company other than in the aggregate; any construction contracts; ordinary course of business with unrelated third parties; (x) any dealer, distribution, joint marketing marketing, strategic alliance, affiliate or development agreement; agreement or outsourcing arrangement; (xi) any hedging, swap, derivative, ISDA or similar Contract; (xii) any sales representative, original equipment manufacturer, manufacturing, value added, remarketer, distributor, reseller, reseller or independent software vendor, or other agreement Contract for manufacture, use or distribution of the Company's productsCompany Products, technology Company Technology or services by of the Company; (xiii) any nondisclosure, confidentiality or similar agreement; (xiv) any other Contract that obligates the Company to provide indemnification of any third party against claims and liabilities other than those of a third party; kind insurable under the Company’s general liability insurance policies; (xv) any Contract of indemnification or granting any guaranty option to purchase assets other than any Contract of indemnification entered into in connection with the sale, license, distribution and development of Intellectual Property and advertising inventory sales in the ordinary course of business; , or acquire a license, preemptive right to purchase equity of the Company, or right of first refusal or similar right to any Person to acquire any of the Company Group equity; (xvi) to the Knowledge of the Company, any Contract currently in force that contains a “most favored nation” or similar preferential pricing term; (xvii) any Contract to provide source code to register securities under the Securities Act; (xviii) any third party for any product or technology; Contract that imposes a Lien on any material settlement agreement entered into prior assets of the Company or any subsidiary; (xix) any Contract providing for the exclusive right to the date of this Agreement distribute products in any geographic region or distribution channel; (xx) any Contract pursuant to which the Company has continuing obligations recorded or rightsexpects to record deferred revenue; or (xxi) to the Knowledge of the Company, any Contract under which the consequences of a default or termination would reasonably be anticipated to have a Material Adverse Effect on the Company; any executory agreement under purchase order for which the Company has advanced reasonably expects to incur a Loss. (b) Each Contract disclosed in the Disclosure Schedule or loaned required to be disclosed pursuant to this Section 2.13 as well as Section 2.13(b) is referred to herein as a “Material Contract” and collectively as the “Material Contracts.” (c) Each Material Contract to which any amount to member of the Company Group is a party or any of its directors, officersproperties or assets (whether tangible or intangible) is subject is a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, and employees; is in full force and effect with respect to such Person and, to the Knowledge of the Company, any revenue other party thereto, subject to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors, and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies. Each member of the Company Group is in compliance in all material respects with and has not materially breached, violated or profit participation defaulted under, or received notice that it has materially breached, violated or defaulted under, any of the terms or conditions of any Material Contract, nor to the Knowledge of the Company has any party obligated to any member of the Company Group pursuant to any Material Contract which involves aggregate annual payments materially breached, violated or defaulted thereunder, nor does the Company have Knowledge of more than $20,000; any presently existing facts or circumstances that, with the lapse of time, giving of notice, or both would constitute such a material breach, violation or default by any member of the Company Group or any such other Contract that involves $25,000 individually or $50,000 in the aggregate or more and is not cancelable without penalty within thirty (30) days, and any other Contract that is not cancelable without penalty within twelve (12) monthsparty.

Agreements, Contracts and Commitments. 18(a) of the Company Disclosure Schedule, lists all of the following to which the 2.14.1 The Company is not a party or to nor is it bound by: : (a) any employment or consulting contract agreements, contracts or commitments with an employee employees or individual consultant consultants or salesperson, salespersons or consulting or sales agreement21. agreements, contract, contracts or commitment commitments with a firm or other organization (organization, which agreements, contracts or commitments are not terminable by the Company without further liability upon payment in the aggregate of more than $50,000 with respect to all such agreements, contracts and commitments; and the Company has no employment agreements providing for employment other than offer letters, employee invention assignment agreements and option agreements pursuant to the Company's standard form previously provided to Parent; provided that there are no substantive modifications from such form; and provided, further, in the case of employee invention assignment agreements, that the employee has not excepted on an at-will basis; (b) any inventions that are related to any Intellectual Property used in connection with Company Products); any Contract agreement or plan, including, without limitation, any stock option plan, stock appreciation rights plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or any subsequent event or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; ; (c) any fidelity or surety bond or completion bond; ; (d) any lease of personal property having a value with fixed annual rental payments in excess of $25,000 individually 100,000; (e) any agreement, contract or $50,000 commitment containing any covenant limiting the freedom of the Company to engage in the aggregate; any line of business or to compete with any person; (f) any agreement, contract or commitment relating to capital expenditures and involving future payments in excess of $25,000 50,000 either individually or $50,000 100,000 in the aggregate; any agreement, contract or commitment with customers of the Company that individually accounts for five percent ; (5%g) or more of the Company's revenues; any agreement, contract or commitment relating to the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course of the Company's business; ; (h) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit; ; (i) any purchase order or contract for the purchase of materials or services involving single source suppliers, custom manufacturers or involving in excess of $25,000 50,000 individually or $50,000 100,000 in the aggregate; ; (j) any construction contracts; ; (k) any agreement for the provision of advertising content or space or for the licensing of content from third parties for inclusion in the Company's website, or any other dealer, distribution, joint marketing or development agreement; ; (l) any sales representative, original equipment manufacturer, value added, remarketer, distributor, added reseller, or independent software vendor, remarketer or other agreement for distribution of the Company's productsproducts or services; or (m) any other agreement, technology contract or services by a third party; commitment that involves $100,000 or more or is not cancelable without penalty within forty-five (45) days. 2.14.2 The Company is in compliance with and has not breached, violated or defaulted under, or received notice that it has breached, violated or defaulted under, any Contract of indemnification the terms or conditions of any guaranty other than any Contract of indemnification entered into in connection with the saleagreement, licensecontract, distribution and development of Intellectual Property and advertising in the ordinary course of business; any Contract currently in force to provide source code to any third party for any product covenant, instrument, lease, license or technology; any material settlement agreement entered into prior to the date of this Agreement pursuant commitment to which the Company has continuing obligations is a party or rights; any Contract under by which the consequences of it is bound (collectively a default "Contract") except for a breach, violation or termination default, or notice therefor that would reasonably be anticipated to not have a Material Adverse Effect on the Company; any executory agreement under which Company or on the ability of the parties to consummate the Merger or the other transactions contemplated by this Agreement and the Related Agreements, nor is the Company has advanced aware of any event that would constitute such a breach, violation or loaned any amount to any default with the lapse of its directorstime, officers, giving of notice or both. Each Contract is in full force and employees; any revenue or profit participation Contract which involves aggregate annual payments of more than $20,000; or any other Contract that involves $25,000 individually or $50,000 in the aggregate or more effect and is not cancelable without penalty within thirty (30) days, and subject to any other Contract that is not cancelable without penalty within twelve (12) monthsmaterial default thereunder by any party obligated to the Company pursuant thereto.

Agreements, Contracts and Commitments. 18(a) Except as set forth in Section 2.16 of the Disclosure Schedule (specifying the appropriate paragraph): (a) Neither Company Disclosure Schedule, lists all nor any of the following to which the Company its Subsidiaries is a party to, or is it bound by: : (i) any employment (1) employment, contractor or consulting agreement, (2) contract or commitment with an employee Employee or individual consultant consultant, contractor, or salesperson, (3) any agreement, contract or commitment to grant any severance or termination pay (in cash or otherwise) to any Employee, or (4) any contractor, consulting or sales agreement, contract, or commitment with a firm or other organization organization; (other than offer letters, employee invention assignment agreements and option agreements pursuant to the Company's standard form previously provided to Parent; provided that there are no substantive modifications from such form; and provided, further, in the case of employee invention assignment agreements, that the employee has not excepted ii) any inventions that are related to any Intellectual Property used in connection with Company Products); any Contract agreement or plan, including, without limitation, including any stock option plan, stock appreciation rights plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or any subsequent event or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; ; (iii) any fidelity or surety bond or completion bond; ; (iv) any collective bargaining, union or works council agreements; (v) any lease of personal property having a value in excess of $25,000 50,000 individually or $50,000 100,000 in the aggregate; ; (vi) any agreement that provides for surety, guaranty or indemnification obligations; (vii) any agreement, contract Contract, lease or commitment relating to capital expenditures and involving future payments in excess of $25,000 50,000 individually or $50,000 100,000 in the aggregate; any agreement, contract or commitment with customers of the Company that individually accounts for five percent ; (5%viii) or more of the Company's revenues; any agreement, contract or commitment relating to the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course of the Company's ’s business; ; (ix) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit; ; (x) any purchase order or contract for the purchase of materials or services involving single source suppliers, custom manufacturers or involving in excess of $25,000 50,000 individually or $50,000 100,000 in the aggregate; ; (xi) any construction contracts; ; (xii) any dealer, distribution, joint marketing marketing, strategic alliance, affiliate or development agreement; ; (xiii) any agreement, contract or commitment to alter the Company’s interest in any corporation, association, joint venture, partnership or business entity in which the Company directly or indirectly holds any interest; (xiv) any agreement, contract or commitment pursuant to which the Company or any of its Subsidiaries has undertaken to, or pursuant to which the receipt of revenue is contingent upon, the delivery of products or service offerings not in commercial existence as of the date hereof, and specifically not contingent upon the release of any new product or new version of an existing product; (xv) any sales representative, original equipment manufacturer, manufacturing, value added, remarketer, distributor, reseller, or independent software vendor, or other agreement for use or distribution of the Company's products, technology or services by a third party; any Contract of indemnification the Company or any guaranty of its Subsidiaries; (xvi) any other than agreement, Contract, lease or commitment, including without limitation, any Contract of indemnification entered into in connection service, operating or management agreement or arrangement with the sale, license, distribution and development of Intellectual Property and advertising in the ordinary course of business; any Contract currently in force to provide source code to any third party for any product or technology; any material settlement agreement entered into prior to the date of this Agreement pursuant to which the Company has continuing obligations or rights; any Contract under which the consequences of a default or termination would reasonably be anticipated to have a Material Adverse Effect on the Company; any executory agreement under which the Company has advanced or loaned any amount respect to any of its directorsthe Leased Real Property, officers, and employees; any revenue or profit participation Contract which involves aggregate annual payments of more than $20,000; or any other Contract that involves $25,000 50,000 individually or $50,000 100,000 in the aggregate or more and is not cancelable without penalty within thirty 30 days ; or (30xvii) daysany Contract with respect to version 7.1 or higher of Company’s recruitment software which (A) permits any customer of the Company or any of its Subsidiaries to make customer specific modifications to any source code (“Customize” or “Customization”) for such software or (B) requires or in any way obligates Company or any of its Subsidiaries to Customize such software (whether to provide maintenance for or enhancements to such software, or for any other purpose), or under which Company or any of its Subsidiaries have provided any such software Customization. (b) Except as set forth in Section 2.16(b) of the Disclosure Schedule, each Contract to which the Company or any of its Subsidiaries is a party or any of its properties or assets (whether tangible or intangible) is subject is a valid and binding agreement of the Company or any of its Subsidiaries enforceable against each of the parties thereto in accordance with its terms, and is in full force and effect with respect to the Company or any of its Subsidiaries and, to the Knowledge of the Company, any other party thereto, except as such enforceability may be limited by bankruptcy, insolvency, moratorium and other similar laws affecting creditors’ rights generally and by general principles of equity. The Company is in material compliance with, and has not materially breached, violated or defaulted under, or received notice that it has materially breached, violated or defaulted under, any of the terms or conditions of any such Contract, nor to the Knowledge of the Company is any party obligated to the Company or any of its Subsidiaries pursuant to any such Contract subject to any breach, violation or default thereunder, nor does the Company have Knowledge of any event that is not cancelable with the lapse of time, giving of notice or both would constitute such a breach, violation or default by the Company or any of its Subsidiaries or any such other party. True and complete copies of each Contract disclosed in the Disclosure Schedule or required to be disclosed pursuant to this Section 2.16 (each a “Material Contract” and collectively, the “Material Contracts”) have been delivered to Parent. (c) The Company and each of its Subsidiaries has fulfilled all material obligations required pursuant to each Contract to have been performed by the Company or any of its Subsidiaries prior to the date hereof, and, without penalty within twelve giving effect to the First Merger, the Company will fulfill, when due, all of its obligations under the Material Contracts that remain to be performed after the date hereof through the Effective Time. (12d) monthsAll outstanding indebtedness of the Company or any of its Subsidiaries may be prepaid without penalty.

Agreements, Contracts and Commitments. 18(a(a) Except as set forth in or excepted from (by virtue of the specific exclusions contained in Sections 2.13(f) or 2.13(g) of the Company Disclosure ---------------- ------- Schedule) Sections 2.13(f) and 2.13(g) of the Disclosure Schedule, lists all or as set ---------------- ------- forth in Section 2.14(a) of the following to which Disclosure Schedule, neither the Company nor any --------------- Subsidiary is a party or to, nor is it bound by: : (i) any employment confidentiality, secrecy or consulting non-disclosure contract or any contract limiting the freedom of the Company or any Subsidiary to engage in any line of business, compete with any other Person, or otherwise conduct its business; (ii) any employment, consulting, termination, severance or change of control agreement, contract or commitment with an employee or individual consultant or salesperson, or consulting or sales agreement, contract, or commitment with a firm or other organization organization; (other than offer letters, employee invention assignment agreements and option agreements pursuant to the Company's standard form previously provided to Parent; provided that there are no substantive modifications from such form; and provided, further, in the case of employee invention assignment agreements, that the employee has not excepted iii) any inventions that are related to any Intellectual Property used in connection with Company Products); any Contract agreement or plan, including, without limitation, any stock option plan, stock appreciation rights plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or any subsequent event or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; ; (iv) any fidelity or surety bond or completion bond; ; (v) any lease of personal property having a value in excess of $25,000 US$10,000 individually or $50,000 US$25,000 in the aggregate; ; (vi) any agreement, contract or commitment relating to capital expenditures and involving future payments in excess of $25,000 US$10,000 individually or $50,000 US$25,000 in the aggregate; any agreement, contract or commitment with customers of the Company that individually accounts for five percent ; (5%vii) or more of the Company's revenues; any agreement, contract or commitment relating to the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course of the Company's or any Subsidiary's business; ; (viii) any mortgages, hypothecations, indentures, guarantees, promissory notes, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or money, extension of credit; credit or any leasing transaction of the type required to be capitalized in accordance with GAAP; (ix) any purchase order or contract for the purchase of materials supplies, equipment, or services involving single source suppliers, custom manufacturers or involving in excess of $25,000 US$10,000 individually or $50,000 US$25,000 in the aggregate; ; (x) any construction contracts; ; (xi) any dealer, distribution, joint marketing or development agreement; ; (xii) any sales representative, agency, original equipment manufacturer, value added, remarketer, distributor, reseller, or independent software vendor, or other agreement for use or distribution of the Company's products, technology or services by a third partyservices; any Contract of indemnification or any guaranty other than any Contract of indemnification entered into in connection with the sale, license, distribution and development of Intellectual Property and advertising in the ordinary course of business; any Contract currently in force to provide source code to any third party for any product or technology; any material settlement agreement entered into prior to the date of this Agreement pursuant to which the Company has continuing obligations or rights; any Contract under which the consequences of a default or termination would reasonably be anticipated to have a Material Adverse Effect on the Company; any executory agreement under which the Company has advanced or loaned any amount to any of its directors, officers, and employees; any revenue or profit participation Contract which involves aggregate annual payments of more than $20,000; or or (xiii) any other Contract agreement, contract or commitment that involves $25,000 US$10,000 individually or $50,000 US$25,000 in the aggregate or more and is not cancelable without penalty within thirty (30) days, and any other Contract that is not cancelable without penalty within twelve (12) months.

Agreements, Contracts and Commitments. 18(a(a) Except as set forth in or excepted from (by virtue of the Company Disclosure Schedulespecific exclusions contained in Schedule 2.13(f) or 2.13(g)) Schedule 2.13(f) and 2.13(g), lists all of the following to which the or as set forth in Schedule 2.14(a), Company is not a party or to nor is it bound by: : (i) any employment or consulting agreement, contract or commitment with an employee or individual consultant or salesperson, or consulting or sales agreement, contract, or commitment with a firm or other organization organization; (other than offer letters, employee invention assignment agreements and option agreements pursuant to the Company's standard form previously provided to Parent; provided that there are no substantive modifications from such form; and provided, further, in the case of employee invention assignment agreements, that the employee has not excepted ii) any inventions that are related to any Intellectual Property used in connection with Company Products); any Contract agreement or plan, including, without limitation, any stock or share option plan, stock or share appreciation rights plan or stock or share purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or any subsequent event or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; ; (iii) any fidelity or surety bond or completion bond; ; (iv) any lease of personal property having a value in excess of $25,000 10,000 individually or $50,000 25,000 in the aggregate; ; (v) any agreement, contract or commitment relating to capital expenditures and involving future payments in excess of $25,000 10,000 individually or $50,000 25,000 in the aggregate; any agreement, contract or commitment with customers of the Company that individually accounts for five percent ; (5%vi) or more of the Company's revenues; any agreement, contract or commitment relating to the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course of the Company's business; enterprise; (vii) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit; ; (viii) any purchase order or contract for the purchase of materials or services involving single source suppliers, custom manufacturers or involving in excess of $25,000 10,000 individually or $50,000 25,000 in the aggregate; ; (ix) any construction contracts; ; (x) any dealer, distribution, joint marketing or development agreement; ; (xi) any sales representative, original equipment manufacturer, value added, remarketer, distributor, reseller, or independent software vendor, or other agreement for use or distribution of the Company's productsany product, technology or services by a third party; any Contract service of indemnification or any guaranty other than any Contract of indemnification entered into in connection with the sale, license, distribution and development of Intellectual Property and advertising in the ordinary course of business; any Contract currently in force to provide source code to any third party for any product or technology; any material settlement agreement entered into prior to the date of this Agreement pursuant to which the Company has continuing obligations or rights; any Contract under which the consequences of a default or termination would reasonably be anticipated to have a Material Adverse Effect on the Company; any executory agreement under which the Company has advanced or loaned any amount to any of its directors, officers, and employees; any revenue or profit participation Contract which involves aggregate annual payments of more than $20,000; or or (xii) any other Contract agreement, contract or commitment that involves $25,000 10,000 individually or $50,000 25,000 in the aggregate or more and or is not cancelable without penalty within thirty (30) days, and any other Contract that is not cancelable without penalty within twelve (12) months.

Agreements, Contracts and Commitments. 18(a(a) As of the Company Disclosure Scheduledate hereof, lists all of the following to which neither the Company nor any of its subsidiaries is a party or to, nor are they bound by: : (i) any employment or consulting contract with an employee or individual consultant or salespersonemployment, or consulting or sales severance agreement, contract, contract or commitment with a firm or other organization commitment; (other than offer letters, employee invention assignment agreements and option agreements pursuant to the Company's standard form previously provided to Parent; provided that there are no substantive modifications from such form; and provided, further, in the case of employee invention assignment agreements, that the employee has not excepted ii) any inventions that are related to any Intellectual Property used in connection with Company Products); any Contract agreement or plan, including, without limitation, including any stock option plan, stock appreciation rights plan or stock purchase plan, other than Option Plans, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or any subsequent event or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; ; (iii) any fidelity or surety bond or completion bond; ; (iv) any lease of personal property having a value in excess of $25,000 individually or $50,000 in the aggregate; ; (v) any agreement, contract or commitment relating to capital expenditures and involving future payments in excess of $25,000 individually or $50,000 in the aggregate; any agreement, contract or commitment with customers of the Company that individually accounts for five percent ; (5%vi) or more of the Company's revenues; any agreement, contract or commitment relating to the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course of the Company's business; ’s and its subsidiaries’ businesses; (vii) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit; ; (viii) any purchase order or contract for the purchase of materials or services involving single source suppliers, custom manufacturers or involving in excess of $25,000 individually or $50,000 in the aggregate; ; (ix) any construction contracts; ; (x) any dealer, distribution, joint marketing or development agreement; any marketing, development, sales representative, original equipment manufacturer, value added, remarketer, distributor, reseller, or independent software vendor, or other agreement for use or distribution of the Company's ’s and its subsidiaries’ products, technology or services by a third partyservices; or (xi) any Contract of indemnification other agreement, contract or commitment, including any guaranty other than any Contract of indemnification entered into in connection service, operating or management agreement or arrangement with the sale, license, distribution and development of Intellectual Property and advertising in the ordinary course of business; any Contract currently in force to provide source code to any third party for any product or technology; any material settlement agreement entered into prior to the date of this Agreement pursuant to which the Company has continuing obligations or rights; any Contract under which the consequences of a default or termination would reasonably be anticipated to have a Material Adverse Effect on the Company; any executory agreement under which the Company has advanced or loaned any amount respect to any of its directorstheir properties (whether leased or owned), officers, and employees; any revenue or profit participation Contract which involves aggregate annual payments of more than $20,000; or any other Contract that involves $25,000 individually or $50,000 in the aggregate or more and is not cancelable without penalty within thirty (30) days, and any other Contract that is not cancelable without penalty within twelve (12) months.

Agreements, Contracts and Commitments. 18(a(a) Except as set forth in or excepted from (by virtue of the specific exclusions contained in Sections 3.14(g) or 3.14(h) hereof) Sections 3.14(g) and 3.14(h) of the Company Disclosure Schedule or as set forth in Section 3.15(a) of the Company Disclosure Schedule, lists all of the following to which the Company is not a party or to nor is bound by: : (i) any employment or consulting agreement, contract or commitment with an employee or individual consultant or salesperson, salesperson or consulting or sales agreement, contract, contract or commitment with a firm or other organization organization, (other than offer letters, employee invention assignment agreements and option agreements pursuant to the Company's standard form previously provided to Parent; provided that there are no substantive modifications from such form; and provided, further, in the case of employee invention assignment agreements, that the employee has not excepted ii) any inventions that are related to any Intellectual Property used in connection with Company Products); any Contract agreement or plan, including, without limitation, any stock option plan, stock appreciation rights plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or any subsequent event or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; , (iii) any fidelity or surety bond or completion bond; , (iv) any lease of personal property having a value an annual rental rate individually in excess of $25,000 individually 10,000 or $50,000 25,000 in the aggregate; , (v) any agreement, contract or commitment containing any covenant limiting the freedom of the Company to engage in any line of business or to compete with any person, (vi) any agreement, contract or commitment relating to capital expenditures and involving future payments in excess of $25,000 10,000 individually or $50,000 100,000 in the aggregate; any agreement, contract or commitment with customers of the Company that individually accounts for five percent , (5%vii) or more of the Company's revenues; any agreement, contract or commitment relating to the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course of the Company's business; , (viii) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit; , (ix) any purchase order or contract for the purchase of materials or services involving single source suppliers, custom manufacturers or involving in excess of $25,000 10,000 individually or $50,000 100,000 in the aggregate; , (x) any construction contracts; , (xi) any dealer, distribution, joint marketing or development agreement; , (xii) any sales representative, original equipment manufacturer, value added, remarketer, distributor, reseller, reseller or independent software vendor, vendor or other agreement for use or distribution of the Company's products, technology or services by a third party; any Contract of indemnification or any guaranty other than any Contract of indemnification entered into in connection with the saleservices, license, distribution and development of Intellectual Property and advertising in the ordinary course of business; any Contract currently in force to provide source code to any third party for any product or technology; any material settlement agreement entered into prior to the date of this Agreement pursuant to which the Company has continuing obligations or rights; any Contract under which the consequences of a default or termination would reasonably be anticipated to have a Material Adverse Effect on the Company; any executory agreement under which the Company has advanced or loaned any amount to any of its directors, officers, and employees; any revenue or profit participation Contract which involves aggregate annual payments of more than $20,000; or or (xiii) any other Contract agreement, contract or commitment that involves a current or future obligation of $25,000 10,000 individually or $50,000 100,000 in the aggregate or more and is not cancelable without penalty within thirty sixty (3060) days. (b) The Company is in compliance with, and has not breached, violated or defaulted under, or received notice that it has breached, violated or defaulted under, any other of the terms or conditions of any agreement, contract, covenant, instrument, lease, license or commitment to which it is a party or by which it is bound (collectively a "Contract"), nor is the Company aware of any event that would constitute such a breach, violation or default with the lapse of time, giving of notice or both. Each Contract that is in full force and effect and is not cancelable subject to any default thereunder by any party obligated to the Company pursuant thereto. The Company has obtained, or will obtain prior to the Closing Date, all necessary consents, waivers and approvals of parties to any Contract as are required thereunder in connection with the Merger or for such Contracts to remain in effect without penalty within twelve (12) monthsmodification after the Closing. Following the Effective Time, the Company will be permitted to exercise all of its rights under the Contracts without the payment of any additional amounts or consideration other than amounts or consideration which the Company would otherwise be required to pay had the transactions contemplated by this Agreement not occurred.