Common use of Agreements, Contracts and Commitments Clause in Contracts

Agreements, Contracts and Commitments. As of the date hereof, neither Company nor any of its subsidiaries is a party to or is bound by: (i) any employment or consulting agreement, contract or commitment with any officer or director or higher level employee or member of Company's Board of Directors, other than those that are terminable by Company or any of its subsidiaries on no more than thirty (30) days' notice without liability or financial obligation to Company, (ii) any such agreement, contract or commitment with any employee, consultant, shareholder or other person that will result in any obligation of Company or any of its subsidiaries to make any payments as a result of the transactions contemplated hereby, (iii) any agreement with any employee, consultant or shareholder of Company pursuant to which Company has loaned or is obligated to loan any money thereto or (iv) any agreement or arrangement providing for severance or termination pay; (b) any agreement or plan, including, without limitation, any stock option plan, stock appreciation right 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 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 agreement of indemnification of officers, directors or employees of Company or any guaranty of third party indebtedness or of obligations of officers, directors, employees or agents of Company; (d) any agreement, contract or commitment containing any covenant limiting in any respect the right of Company or any of its subsidiaries to engage in any line of business in any geographic area or to compete with any person or granting to any person any interest in Company's distribution rights; (e) any agreement, contract or commitment currently in force relating to the disposition or acquisition by Company or any of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which Company has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than Company's subsidiaries; (f) any agreement, contract or commitment containing exclusivity provisions pursuant to which Company has agreed not to purchase the goods (other than local grocery products) or services of, or enter into a commercial relationship with, another person; (g) 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; (h) any settlement agreement relating to any claim or suit; (i) any real property lease covering more than 20,000 square feet; (j) any agreement, contract or commitment obligating Company to make any payments based on (i) the number of users accessing any website operated by Company or any of its subsidiaries (whether measured by registrations, click-throughs or purchases by such users) or (ii) revenues generated by purchases on any such website; or (

Agreements, Contracts and Commitments. As of the date hereof, except as provided in Company Schedule 2.17, neither Company nor any of its subsidiaries is a party to or is bound by: (i) any employment or consulting agreement, contract or commitment with any officer or director or higher level employee or member of Company's Board of Directors, other than those that are terminable by Company or any of its subsidiaries on no more than thirty (30) days' notice without liability or financial obligation to Company, (ii) any such agreement, contract or commitment with any employee, consultant, shareholder or other person that will result in any obligation of Company or any of its subsidiaries to make any payments as a result of the transactions contemplated hereby, (iii) any agreement with any employee, consultant or shareholder of Company pursuant to which Company has loaned or is obligated to loan any money thereto or (iv) any agreement or arrangement providing for severance or termination pay; (b) any agreement or plan, including, without limitation, any stock option plan, warrant agreement, stock appreciation right 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 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 agreement of indemnification of officers, directors or employees of Company Company, except as provided for in Company's Articles of Incorporation or Bylaws, or any guaranty of third party indebtedness or of obligations of officers, directors, employees or agents of Company; (d) any agreement, contract or commitment containing any covenant limiting in any respect the right of Company or any of its subsidiaries to engage in any line of business in any geographic area or to compete with any person or granting to any person any interest in Company's distribution rights; (e) any agreement, contract or commitment currently in force relating to the disposition or acquisition by Company or any of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which Company has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than Company's subsidiaries; (f) any agreement, contract or commitment containing exclusivity provisions pursuant to which Company has agreed not to purchase the goods (other than local grocery products) or services of, or enter into a commercial relationship with, another person; (g) 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; (h) any settlement agreement relating to any claim or suit; (i) any real property lease covering more than 20,000 5,000 square feet;; or (j) any other agreement, lease, contract or commitment obligating that involves remaining obligations of Company of $10,000 or more individually. Neither Company nor any of its subsidiaries, nor to make Company's knowledge any payments based on other party to a Company Contract (i) as defined below), is in breach, violation or default under, and neither Company nor any of its subsidiaries has received written notice that it has breached, violated or defaulted under, any of the number terms or conditions of users accessing any website operated by of the agreements, contracts or commitments to which Company or any of its subsidiaries is a party or by which it is bound that are required to be disclosed in the Company Schedules (whether measured by registrations, click-throughs or purchases by such users) or (ii) revenues generated by purchases on any such website; agreement, contract or commitment, a "COMPANY CONTRACT") in such a manner as would permit any other party to cancel or terminate any such Company Contract, or would permit any other party to seek material damages or other remedies (for any or all of such breaches, violations or defaults, in the aggregate).

Agreements, Contracts and Commitments. As of the date hereof, neither Neither Company nor any of its material subsidiaries is a party to or is bound by: (ia) any employment or consulting agreement, contract or commitment with any officer or director or higher level employee or member of Company's Board of Directors, other than those that are terminable by Company or any of its subsidiaries on no more than thirty (30) days' days notice without liability or financial obligation obligation, except to the extent general principles of wrongful termination law may limit Company, (ii) any such agreement, contract or commitment with any employee, consultant, shareholder or other person that will result in any obligation of Company 's or any of its subsidiaries subsidiaries' ability to make any payments as a result of the transactions contemplated hereby, (iii) any agreement with any employee, consultant or shareholder of Company pursuant to which Company has loaned or is obligated to loan any money thereto or (iv) any agreement or arrangement providing for severance or termination payterminate employees at will; (b) any agreement or plan, including, without limitation, any stock option plan, stock appreciation right 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 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 agreement of indemnification of officers, directors or employees of Company or any guaranty other than any agreement of third party indebtedness indemnification entered into in connection with the sale or license of obligations software products in the ordinary course of officers, directors, employees or agents of Companybusiness; (d) any agreement, contract or commitment containing any covenant limiting in any material respect the right of Company or any of its material subsidiaries to engage in any line of business in any geographic area or to compete with any person or granting to any person any interest in Company's exclusive distribution rights; (e) any material agreement, contract or commitment currently in force relating to the disposition or acquisition by Company or any of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which Company has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than Company's subsidiaries; (f) any agreementmaterial joint marketing or development agreement currently in force under which Company or any of its subsidiaries have continuing material obligations to jointly market any product, contract technology or commitment containing exclusivity provisions service and which may not be canceled without penalty upon notice of 90 days or less, or any material agreement pursuant to which Company has agreed or any of its subsidiaries have continuing material obligations to jointly develop any intellectual property that will not to purchase the goods (other than local grocery products) be owned, in whole or services ofin part, by Company or enter into a commercial relationship with, another personany of its subsidiaries and which may not be canceled without penalty upon notice of 90 days or less; (g) 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; (h) any settlement agreement relating to any claim or suit; (i) any real property lease covering more than 20,000 square feet; (j) any agreement, contract or commitment obligating currently in force to provide source code to any third party for any product or technology that is material to Company and its subsidiaries taken as a whole; or (h) any agreement, contract or commitment currently in force to make license any payments based on third party to manufacture or reproduce any Company product, service or technology except as a distributor in the normal course of business. Neither Company nor any of its material subsidiaries, nor to Company's knowledge any other party to a Company Contract (i) as defined below), is in breach, violation or default under, and neither Company nor any of its subsidiaries has received written notice that it has breached, violated or defaulted under, any of the number material terms or conditions of users accessing any website operated by of the agreements, contracts or commitments to which Company or any of its subsidiaries is a party or by which it is bound that are required to be disclosed in the Company Schedules pursuant to clauses (whether measured by registrations, click-throughs a) through (h) above or purchases by such users) or pursuant to Section 2.9 hereof (ii) revenues generated by purchases on any such website; agreement, contract or commitment, a "COMPANY CONTRACT") in such a manner as would permit any other party to cancel or terminate any such Company Contract, or would permit any other party to seek material damages or other remedies (for any or all of such breaches, violations or defaults, in the aggregate).

Agreements, Contracts and Commitments. As of the date hereofof this Agreement, except as set forth in Section 2.18 of the Company Schedule, neither Company nor any of its subsidiaries is a party to or is bound by: (ia) any employment or consulting agreement, contract or commitment with any officer or director employee of Company or higher level employee any of its subsidiaries or member of Company's Board of Directors, other than those that are terminable by Company or any of its subsidiaries on no more than thirty (30) days' notice without material liability or financial obligation to Company, (ii) any such agreement, contract or commitment with any employee, consultant, shareholder or other person that will result in any obligation of Company or any of its subsidiaries to make any payments as a result of the transactions contemplated hereby, (iii) any agreement with any employee, consultant or shareholder of Company pursuant to which Company has loaned or is obligated to loan any money thereto or (iv) any agreement or arrangement providing for severance or termination pay; (b) any agreement or plan, including, without limitation, any stock option plan, stock appreciation right 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 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 agreement of indemnification of officers, directors or employees of Company or any guaranty pursuant to which Company may have liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise) in excess of third party indebtedness $100,000, other than any agreement of indemnification entered into in connection with the sale of products or license of obligations technology in the ordinary course of officers, directors, employees or agents of Companybusiness; (d) any agreement, contract or commitment containing any covenant limiting in any respect the right of Company or any of its subsidiaries to engage in any line of business in any geographic area or to compete with any person or granting to any person any interest in Company's exclusive distribution rights; (e) any agreement, contract or commitment currently in force relating to the disposition or acquisition by Company or any of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which Company or any of its subsidiaries has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than Company's subsidiaries; (f) any dealer, distributor, joint marketing or development agreement under which Company or any of its subsidiaries have continuing obligations to jointly market any product, technology or service and which may not be canceled without material penalty upon notice of ninety (90) days or less, or any agreement pursuant to which Company or any of its subsidiaries have continuing obligations to jointly develop any intellectual property that will not be owned, in whole or in part, by Company or any of its subsidiaries and which may not be canceled without material penalty upon notice of ninety (90) days or less; (g) any agreement, contract or commitment containing exclusivity provisions pursuant to which provide source code to any third party for any product or technology that is material to Company has agreed not to purchase the goods (other than local grocery products) or services of, or enter into and its subsidiaries taken as a commercial relationship with, another personwhole; (gh) any agreement, contract or commitment to license any third party to manufacture or reproduce any Company Product or any agreement, contract or commitment to sell or distribute any Company Products except agreements with distributors or sales representatives in the normal course of business cancelable without penalty upon notice of ninety (90) days or less and substantially in the form previously provided to Parent; (i) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money by Company or any of its subsidiaries or extension of credit; credit (h) other than customer accounts receivable owing to Company or any settlement agreement relating to any claim of its subsidiaries created in the ordinary course of business and payable or suit; (i) any real property lease covering more than 20,000 square feetdischargeable in accordance with customary trade terms); (j) any material settlement agreement under which Company or any of its subsidiaries has ongoing obligations; (k) any agreement, contract or commitment obligating under which Company is committed to make provide products or services at a later date at a fixed price; (l) any payments based on (i) other agreement, contract or commitment not otherwise disclosed in Section 2.18 of the number of users accessing any website operated Company Schedule that calls for the payment by Company or any of its subsidiaries of $100,000 or more in any calendar year; (whether measured m) any agreement not otherwise disclosed in Section 2.18 of the Company Schedule under which the consequences of a default could reasonably be expected to have a Material Adverse Effect on Company and its subsidiaries, taken as a whole; or (n) any other agreement, contract or commitment that is of the nature required to be filed by registrationsCompany as an exhibit to an Annual Report on Form 10-K under the Exchange Act. Company has delivered or made available to Parent a correct and complete copy of each Company Contract (as defined below) as amended through the date of this Agreement. Each Company Contract, click-throughs or purchases by such users) or (ii) revenues generated by purchases on with respect to Company and any relevant subsidiary and, to Company's knowledge, all other parties thereto, is legal, valid, binding, enforceable and in full force and effect in all respects, except to the extent that any such website; invalidity would not reasonably be expected to be material to Company. Neither Company nor any of its subsidiaries, nor to Company's knowledge any other party to a Company Contract, is in breach, violation or default under a Company Contract. Neither Company nor any of its subsidiaries has received written notice within the last twelve months that it has breached, violated or defaulted under, any of the terms or conditions of any of the agreements, contracts or commitments to which Company or any of its subsidiaries is a party or by which it is bound that are required to be disclosed in the Company Schedule pursuant to this Section 2.18 (any such agreement, contract or commitment, a ("COMPANY CONTRACT")) in such a manner as would permit any other party to cancel or terminate any such Company Contract, or would permit any other party to seek material damages or other remedies (for any or all of such breaches, violations or defaults, in the aggregate).

Agreements, Contracts and Commitments. As of Except as set forth on the date hereofCompany Disclosure Schedule, neither Company nor any of its subsidiaries is a party to or is bound by: (ia) any employment or consulting agreement, contract or commitment with any officer or executive officer, director or higher level employee or member of Company's Board of Directors, other than those that are terminable by Company or any of its subsidiaries on no more than thirty days notice and which do so with no express (30whether by contract or by policy) days' notice without liability or financial obligation to Company, (ii) any such agreement, contract or commitment with any employee, consultant, shareholder or other person that will result in any obligation of Company or any of its subsidiaries to make any payments as a result of the transactions contemplated hereby, (iii) any agreement with any employee, consultant or shareholder of Company pursuant to which Company has loaned or is obligated to loan any money thereto or (iv) any agreement or arrangement providing for severance or termination pay; (b) any agreement or plan, including, without limitation, any stock option plan, stock appreciation right plan or stock purchase planplan (except for those described in Section 2.3 of the Company Disclosure Schedule), 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 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 agreement of indemnification of officers, directors or employees of Company or any guaranty currently in force other than any agreement of third party indebtedness indemnification entered into in connection with the sale or license or distribution or marketing of obligations products or services in the ordinary course of officers, directors, employees or agents of Companybusiness; (d) any agreement, contract or commitment containing any covenant limiting in any material respect the right of Company or any of its subsidiaries to engage in any line of business in any geographic area or to compete with any person or granting to any person any interest in Company's distribution rightsbusiness; (e) any agreement, contract or commitment currently in force relating to the disposition or acquisition by Company or any of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which Company has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than Company's subsidiaries; ; Neither Company nor any of its subsidiaries, nor to Company's knowledge any other party to a Company Contract (f) as defined below), is in breach, violation or default under, and neither Company nor any agreementof its subsidiaries has received written notice that it has breached, contract violated or commitment containing exclusivity provisions pursuant defaulted under, any of the material terms or conditions of any of the agreements, contracts or commitments to which Company has agreed not to purchase the goods (other than local grocery products) or services of, or enter into a commercial relationship with, another person; (g) 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; (h) any settlement agreement relating to any claim or suit; (i) any real property lease covering more than 20,000 square feet; (j) any agreement, contract or commitment obligating Company to make any payments based on (i) the number of users accessing any website operated by Company or any of its subsidiaries is a party or by which it is bound that are required to be disclosed in the Company Disclosure Schedule pursuant to this Section 2.19 (whether measured by registrations, click-throughs or purchases by such users) or (ii) revenues generated by purchases on any such website; agreement, contract or commitment, a "COMPANY CONTRACT") in such a manner as would permit any other party to cancel or terminate any such Company Contract, or would permit any other party to seek material damages or other remedies (for any or all of such breaches, violations or defaults, in the aggregate).

Agreements, Contracts and Commitments. As of the date hereof, neither Company nor any of its subsidiaries is a party to or is bound by: (i) any employment or consulting agreement, contract or commitment with any officer or director or higher level employee or member of CompanyParent's Board of Directors, other than those that are terminable by Company Parent or any of its subsidiaries on no more than thirty (30) days' notice without liability or financial obligation to CompanyParent, (ii) any such agreement, contract or commitment with any employee, consultant, shareholder stockholder or other person that will result in any obligation of Company Parent or any of its subsidiaries to make any payments as a result of the transactions contemplated hereby, (iii) any agreement with any employee, consultant or shareholder stockholder of Company Parent pursuant to which Company Parent has loaned or is obligated to loan any money thereto or (iv) any arrangement or agreement or arrangement providing for severance or termination pay; (b) any agreement or plan, including, without limitation, any stock option plan, stock appreciation right 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 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 agreement of indemnification of officers, directors or employees of Company Parent or any guaranty of third party indebtedness or of obligations of officers, directors, employees or agents of CompanyParent; (d) any agreement, contract or commitment containing any covenant limiting in any respect the right of Company Parent or any of its subsidiaries to engage in any line of business in any geographic area or to compete with any person or granting to any person any interest in CompanyParent's distribution rights; (e) any agreement, contract or commitment currently in force relating to the disposition or acquisition by Company Parent or any of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which Company Parent has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than CompanyParent's subsidiaries; (f) any agreement, contract or commitment containing exclusivity provisions pursuant to which Company Parent has agreed not to purchase the goods (other than local grocery products) or services of, or enter into a commercial relationship with, another person; (g) 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; ; (h) any settlement agreement relating to any claim or suit; (i) any real property lease covering more than 20,000 square feet; (j) any agreement, contract or commitment obligating Company Parent to make any payments based on (i) the number of users accessing any website operated by Company Parent or any of its subsidiaries (whether measured by registrations, click-throughs or purchases by such users) or (ii) revenues generated by purchases on any such website; or (k) any other agreement, contract or commitment that involves remaining obligations of Parent of $5,000,000 or more individually. Neither Parent nor any of its subsidiaries, nor to Parent's knowledge any other party to a Parent Contract (as defined below), is in breach, violation or default under, and neither Parent nor any of its subsidiaries has received written notice that it has breached, violated or defaulted under, any of the terms or conditions of any of the agreements, contracts or commitments to which Parent or any of its subsidiaries is a party or by which it is bound that are required to be disclosed in the Parent Schedules (any such agreement, contract or commitment, a "Parent Contract") in such a manner as would permit any other party to cancel or terminate any such Parent Contract, or would permit any other party to seek material damages or other remedies (for any or all of such breaches, violations or defaults, in the aggregate).

Agreements, Contracts and Commitments. As of Except as set forth in the date hereofCompany Schedules, neither the Company nor any of its subsidiaries is a party to or is bound by: : (i) any employment or consulting agreement, contract or commitment with any officer or director or higher level employee or member of the Company's Board of Directors, other than those that are terminable by the Company or any of its subsidiaries on no more than thirty (30) days' days notice without liability or financial obligation obligation, except to the extent general principles of wrongful termination law may limit the Company, (ii) any such agreement, contract or commitment with any employee, consultant, shareholder or other person that will result in any obligation of Company 's or any of its subsidiaries subsidiaries' ability to make any payments as a result of the transactions contemplated hereby, terminate employees at will; (iii) any agreement with any employee, consultant or shareholder of Company pursuant to which Company has loaned or is obligated to loan any money thereto or (iv) any agreement or arrangement providing for severance or termination pay; (bii) any agreement or plan, including, without limitation, any stock option plan, stock appreciation right plan, stock purchase plan or restricted stock purchase planagreement, 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 the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; ; (ciii) any agreement of indemnification or guaranty not entered into in the ordinary course of officers, directors or employees of business other than indemnification agreements between the Company or any guaranty of third party indebtedness its subsidiaries and any of its officers or of obligations of officers, directors, employees or agents of Company; ; (div) any agreement, contract or commitment containing any covenant limiting in any respect prohibiting or materially impairing conduct of the right of business by the Company or any of its subsidiaries (as currently conducted or as presently proposed to engage in any line of business in any geographic area be conducted by the Company or to compete with any person its subsidiaries) or granting to any person any interest in Company's exclusive distribution rights; ; (ev) any agreement, contract or commitment currently in force relating to the disposition or acquisition by Company or any of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which Company has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than enterprise; or (vi) any material joint marketing or development agreement. Neither the Company nor any of its subsidiaries, nor to the Company's subsidiaries; knowledge any other party to a Company Contract (fas defined below), has breached, violated or defaulted under, or received notice that it has breached violated or defaulted under, any of the material terms or conditions of any of the agreements, contracts or commitments to which the Company or any of its subsidiaries is a party or by which it is bound of the type described in clauses (i) through (vi) above (any such agreement, contract or commitment, as well as any agreement, contract or commitment containing exclusivity provisions pursuant that is an exhibit to which any Company has agreed not SEC Report, a "COMPANY CONTRACT") in such a manner as would permit any other party to purchase the goods (other than local grocery products) cancel or services ofterminate any such Company Contract, or enter into would be reasonably likely to have a commercial relationship with, another person; (g) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments relating to Material Adverse Effect on the borrowing of money or extension of credit; (h) any settlement agreement relating to any claim or suit; (i) any real property lease covering more than 20,000 square feet; (j) any agreement, contract or commitment obligating Company to make any payments based on (i) the number of users accessing any website operated by Company or any of its subsidiaries (whether measured by registrations, click-throughs or purchases by such users) or (ii) revenues generated by purchases on any such website; or (Company.

Agreements, Contracts and Commitments. As Except as set forth in Section 2.18 of the date hereofCompany Disclosure Letter, neither Company nor any of its subsidiaries is a party to or is bound by: (ia) any employment or consulting agreement, contract or commitment with any officer or director or higher level officer, director, Company employee or member of Company's Board of Directors, or any service, operating or management agreement or arrangement with respect to any of its properties (whether leased or owned) other than those that are terminable by Company or any of its subsidiaries on no more than thirty (30) days' notice without liability or financial obligation to the Company, (ii) any such agreement, contract or commitment with any employee, consultant, shareholder or other person that will result in any obligation of Company or any of its subsidiaries to make any payments as a result of the transactions contemplated hereby, (iii) any agreement with any employee, consultant or shareholder of Company pursuant to which Company has loaned or is obligated to loan any money thereto or (iv) any agreement or arrangement providing for severance or termination pay; (b) any agreement or plan, including, without limitation, any stock option plan, stock appreciation right 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 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 agreement of indemnification of officers, directors or employees of Company or any guaranty other than any agreement of third party indebtedness indemnification entered into in connection with the sale or license of obligations products or services in or the licensing of officers, directors, employees or agents real property in the ordinary course of Companybusiness; (d) any agreement, contract or commitment containing any covenant limiting in any respect the right of Company or any of its subsidiaries to engage in any line of business in any geographic area or to compete with any person or granting to any person any interest in Company's exclusive distribution rights; (e) any agreement, contract or commitment currently in force relating to the disposition or acquisition by Company or any of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which Company or any of its subsidiaries has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than Company's subsidiaries; (f) any dealer, distributor, joint marketing or development agreement currently in force under which Company or any of its subsidiaries have continuing material obligations to jointly market any product, technology or service and which may not be canceled without penalty upon notice of ninety (90) days or less, or any material agreement pursuant to which Company or any of its subsidiaries have continuing material obligations to jointly develop any Intellectual Property that will not be owned, in whole or in part, by Company or any of its subsidiaries and which may not be canceled without penalty upon notice of ninety (90) days or less; (g) any agreement, contract or commitment containing exclusivity provisions pursuant currently in force to which license any third party to manufacture or reproduce any Company has agreed not product, service or technology or any agreement, contract or commitment currently in force to purchase sell or distribute any Company products, service or technology except agreements with distributors or sales representative in the goods normal course of business cancelable without penalty upon notice of ninety (other than local grocery products90) days or services of, or enter into a commercial relationship with, another personless and substantially in the form previously provided to Parent; (gh) any agreement, contract or commitment currently in force to provide source code to any third party for any product or technology that is material to Company and its subsidiaries taken as a whole; (i) 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; (h) any settlement agreement relating to any claim or suit; (i) any real property lease covering more credit other than 20,000 square feettrade payables incurred in the ordinary course of business; (j) any material settlement agreement under which the Company has ongoing obligations; or (k) any other agreement, contract or commitment obligating involving in excess of $100,000 being paid by or to Company over the term thereof. Neither Company nor any of its subsidiaries, nor to make Company's knowledge any payments based on other party to a Company Contract (i) as defined below), is in material breach, violation or default under, and neither Company nor any of its subsidiaries has received written notice that it has breached, violated or defaulted under, any of the number material terms or conditions of users accessing any website operated by of the agreements, contracts or commitments to which Company or any of its subsidiaries is a party or by which it is bound that are required to be disclosed in the Company Disclosure Letter (whether measured by registrations, click-throughs or purchases by such users) or (ii) revenues generated by purchases on any such website; agreement, contract or commitment, a "COMPANY CONTRACT") in such a manner as would permit any other party to cancel or terminate any such Company Contract, or would permit any other party to seek material damages or other remedies (for any or all of such breaches, violations or defaults, in the aggregate). Company has made available to Parent true and correct copies of any contracts between Company and its top ten customers.

Agreements, Contracts and Commitments. As Except as otherwise set forth in Part 2.16 of the Company Schedules, as of the date hereof, hereof neither the Company nor any of its subsidiaries is a party to or is bound by: (ia) any employment or consulting agreement, contract or commitment with any officer or director or higher level employee or member of the Company's Board of Directors, other than those that are terminable by the Company or any of its subsidiaries on no more than thirty (30) days' days notice without liability or financial obligation obligation, except to the extent general principles of wrongful termination law may limit the Company, (ii) any such agreement, contract or commitment with any employee, consultant, shareholder or other person that will result in any obligation of Company 's or any of its subsidiaries subsidiaries' ability to make any payments as a result of the transactions contemplated hereby, (iii) any agreement with any employee, consultant or shareholder of Company pursuant to which Company has loaned or is obligated to loan any money thereto or (iv) any agreement or arrangement providing for severance or termination payterminate employees at will; (b) any agreement or plan, including, without limitation, any stock option plan, stock appreciation right 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 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 agreement of indemnification of officers, directors or employees of Company or any guaranty of third party indebtedness or of obligations of officers, directors, employees or agents of Company; (d) any agreement, contract or commitment containing any covenant materially limiting in any respect the right of the Company or any of its subsidiaries to engage in any line of business in any geographic area or to compete with any person or granting to any person any interest in Company's exclusive distribution rights; (ec) any agreement, contract or commitment currently in force relating to the disposition or acquisition by the Company or any of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which the Company or any of its subsidiaries has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than the Company's subsidiariessubsidiaries that is material to the Company's business as currently conducted; (fd) any agreement, contract or commitment containing exclusivity provisions pursuant currently in force to provide source code to any third party for any product or technology that is material to the Company and its subsidiaries taken as a whole; or Neither the Company nor any of its subsidiaries, nor to the Company's knowledge any other party to a Company Contract (as defined below), is in breach, violation or default under, and neither the Company nor any of its subsidiaries has received written notice that it has breached, violated or defaulted under, any of the material terms or conditions of any of the agreements, contracts or commitments to which Company has agreed not to purchase the goods (other than local grocery products) or services of, or enter into a commercial relationship with, another person; (g) 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; (h) any settlement agreement relating to any claim or suit; (i) any real property lease covering more than 20,000 square feet; (j) any agreement, contract or commitment obligating Company to make any payments based on (i) the number of users accessing any website operated by Company or any of its subsidiaries is a party or by which it is bound that are required to be disclosed in the Company Schedules pursuant to clauses (whether measured by registrations, click-throughs a) through (d) above or purchases by such users) pursuant to Section 2.9 hereof or are required to be filed with any Company SEC Report (ii) revenues generated by purchases on any such website; agreement, contract or commitment, a "COMPANY CONTRACT") in such a manner as would permit any other party to cancel or terminate any such Company Contract, or would permit any other party to seek material damages or other remedies (for any or all of such breaches, violations or defaults, in the aggregate).

Agreements, Contracts and Commitments. As of the date hereof, neither Neither Company nor any of its subsidiaries Company Subsidiary is a party to or is bound by: (ia) any employment or consulting agreement, contract or commitment with any officer or director or higher level employee or member of Company's Board of Directors, other than those that are terminable by Company or any of its subsidiaries Company Subsidiary on no more than thirty (30) days' notice without liability or financial obligation to Company, (ii) any such agreement, contract or commitment with any employee, consultant, shareholder or other person that will result in any obligation of Company or any of its subsidiaries to make any payments as a result of the transactions contemplated hereby, (iii) any agreement with any employee, consultant or shareholder of Company pursuant to which Company has loaned or is obligated to loan any money thereto or (iv) any agreement or arrangement providing for severance or termination pay;. (b) any agreement or plan, including, without limitation, any stock option plan, stock appreciation right 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 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 agreement of indemnification or any guaranty other than (i) any agreement of officersindemnification entered into in connection with the sale or license of software products in the ordinary course of business, directors or employees (ii) any indemnification obligation of the Company or any guaranty of third party indebtedness Company Subsidiary to its officers or of obligations of officers, directors, employees or agents of Company; (d) any agreement, contract or commitment containing any covenant limiting in any respect the right of Company or any of its subsidiaries Company Subsidiary to engage in any line of business in any geographic area or to compete with any person or granting to any person any interest in Company's exclusive distribution rights; (e) any agreement, contract or commitment currently in force relating to the disposition or acquisition by Company or any of its subsidiaries Company Subsidiary after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which Company has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than Company's subsidiariesCompany Subsidiaries; (f) any dealer, distributor, joint marketing or development agreement currently in force under which Company or any Company Subsidiary has continuing material obligations to jointly market any product, technology or service and which may not be canceled without penalty upon notice of ninety (90) days or less and, in the case of dealer, distributor or joint marketing agreements, which involve payments by or to the Company of $500,000 or more, or any material agreement pursuant to which Company or any Company Subsidiary has continuing material obligations to jointly develop any intellectual property that will not be owned, in whole or in part, by Company or Company Subsidiaries; (g) any agreement, contract or commitment containing exclusivity provisions pursuant currently in force to which Company has agreed not provide source code to purchase the goods (any third party for any product or technology other than local grocery products) source code escrow agreements or services of, or enter other similar arrangements entered into a commercial relationship with, another personin the normal course of business; (gh) any agreement, contract or commitment currently in force to license any third party to manufacture or reproduce any Company product, service or technology or any agreement, contract or commitment currently in force to sell or distribute any Company products, including any parts or components thereof, service or technology except agreements with distributors or sales representative in the normal course of business cancelable without penalty upon notice of ninety (90) days or less and substantially in the form previously provided to Parent; (i) any material mortgages, indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit; (hj) any settlement agreement relating entered into prior to any claim or suit;the date of this Agreement; or (ik) any real property lease covering more than 20,000 square feet; (j) any other agreement, contract or commitment obligating that includes receipts or expenditures of $1,000,000 or more individually. Neither Company nor any Company Subsidiaries, nor to make Company's knowledge any payments based on other party to a Company Contract (as defined below), is in breach, violation or default under, and neither Company nor any Company Subsidiaries has received written notice that it has breached, violated or defaulted under, any of the material terms or conditions of any of the agreements, contracts or commitments to which Company or any Company Subsidiary is a party or by which it is bound that are required to be disclosed as exceptions to this Section 4.10 (any such agreement, contract or commitment, a "Company Contract") in such a manner as would permit any other party to cancel or terminate any such Company Contract, or would permit any other party to seek material damages or other remedies (for any or all of such breaches, violations or defaults, in the aggregate.) Each Company Contract: (i) is valid and binding on the number of users accessing any website operated by Company or any its Subsidiaries, as the case may be and, to the knowledge of its subsidiaries (whether measured by registrationsthe Company, click-throughs or purchases by such users) or on the other parties thereto, and is in full force and effect, and (ii) revenues generated upon consummation of the transactions contemplated by purchases on this Agreement, shall continue in full force and effect without penalty or other adverse consequence. To the knowledge of the Company, no other party to any such website; Company Contract is in material breach thereof or (material default thereunder.

Agreements, Contracts and Commitments. As of the date hereof, neither Company Neither Parent nor any of its subsidiaries is a party to or is bound by: (i) any employment or consulting agreement, contract or commitment with any officer or executive officer, director or higher level employee or member of CompanyParent's Board of Directors, other than those that are terminable by Company Parent or any of its subsidiaries on no more than thirty days notice and which do so with no express (30whether by contract or by policy) days' notice without liability or financial obligation to Company, (ii) any such agreement, contract or commitment with any employee, consultant, shareholder or other person that will result in any obligation of Company or any of its subsidiaries to make any payments as a result of the transactions contemplated hereby, (iii) any agreement with any employee, consultant or shareholder of Company pursuant to which Company has loaned or is obligated to loan any money thereto or (iv) any agreement or arrangement providing for severance or termination payParent; (bii) any agreement or plan, including, without limitation, any stock option plan, stock appreciation right 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 the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (ciii) any agreement of indemnification of officers, directors or employees of Company or any guaranty currently in force other than any agreement of third party indebtedness indemnification entered into in connection with the sale or license or distribution or marketing of obligations products or services in the ordinary course of officers, directors, employees or agents of Companybusiness; (div) any agreement, contract or commitment containing any covenant limiting in any material respect the right of Company Parent or any of its subsidiaries to engage in any line of business in any geographic area or to compete with any person or granting to any person any interest in Company's distribution rightsbusiness; (ev) any agreement, contract or commitment currently in force relating to the disposition or acquisition by Company Parent or any of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which Company Parent has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than CompanyParent's subsidiaries; ; Neither Parent nor any of its subsidiaries, nor to Parent's knowledge any other party to a Parent Contract (f) as defined below), is in breach, violation or default under, and neither Parent nor any agreementof its subsidiaries has received written notice that it has breached, contract violated or commitment containing exclusivity provisions pursuant defaulted under, any of the material terms or conditions of any of the agreements, contracts or commitments to which Company has agreed not to purchase the goods (other than local grocery products) or services of, or enter into a commercial relationship with, another person; (g) 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; (h) any settlement agreement relating to any claim or suit; (i) any real property lease covering more than 20,000 square feet; (j) any agreement, contract or commitment obligating Company to make any payments based on (i) the number of users accessing any website operated by Company Parent or any of its subsidiaries is a party or by which it is bound that are required to be disclosed in the Parent Disclosure Schedule pursuant to this Section 3.19 (whether measured by registrations, click-throughs or purchases by such users) or (ii) revenues generated by purchases on any such website; agreement, contract or commitment, a "PARENT CONTRACT") in such a manner as would permit any other party to cancel or terminate any such Parent Contract, or would permit any other party to seek material damages or other remedies (for any or all of such breaches, violations or defaults, in the aggregate).

Agreements, Contracts and Commitments. As of Except as set forth in the date hereofNathan's Schedules, neither Company Nathan's nor any of its subsidiaries is a party to or is bound by: (ia) any collective bargaining agreements; (b) any bonus, deferred compensation, incentive compensation, pension, profit-sharing or retirement plans, or any other employee benefit plans or arrangements; (c) any employment or consulting agreement, contract or commitment with any officer or director or higher level employee or member of Company's Board of Directorsemployee, other than those that are not terminable by Company Nathan's or any of its subsidiaries on no more than thirty (30) days' days notice without liability or financial obligation liability, except to Company, (ii) any such agreement, contract or commitment with any employee, consultant, shareholder or other person that will result in any obligation the extent general principles of Company wrongful termination law may limit Nathan's or any of its subsidiaries subsidiaries' ability to make any payments as a result of the transactions contemplated hereby, (iii) any agreement with any employee, consultant or shareholder of Company pursuant to which Company has loaned or is obligated to loan any money thereto or (iv) any agreement or arrangement providing for severance or termination payterminate employees at will; (bd) any agreement or plan, including, without limitation, any stock option plan, stock appreciation right 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 the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (ce) any agreement of indemnification or guaranty not entered into in the ordinary course of officers, directors or employees of Company business other than indemnification agreements between Nathan's or any guaranty of third party indebtedness its subsidiaries and any of its officers or of obligations of officers, directors, employees or agents of Company; (df) any agreement, contract or commitment containing any covenant limiting in any respect the right freedom of Company Nathan's or any of its subsidiaries to engage in any line of business in any geographic area or to compete with any person or granting to any person any interest in Company's distribution rightsperson; (eg) any agreement, contract or commitment relating to capital expenditures and involving future obligations in excess of $100,000 and not cancelable without penalty; (h) any agreement, contract or commitment currently in force relating to the disposition or acquisition by Company or any of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which Company has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than Company's subsidiariesenterprise; (f) any agreement, contract or commitment containing exclusivity provisions pursuant to which Company has agreed not to purchase the goods (other than local grocery products) or services of, or enter into a commercial relationship with, another person; (gi) 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; (hj) any settlement agreement relating to any claim joint marketing or suitdevelopment agreement; (ik) any real property lease covering more than 20,000 square feet;distribution agreement (identifying any that contain exclusivity provisions); or (jl) any other agreement, contract or commitment obligating Company to make any payments based on (iexcluding real and personal property leases) the number of users accessing any website operated which involves payment by Company Nathan's or any of its subsidiaries (whether measured by registrations, click-throughs or purchases by such users) or (ii) revenues generated by purchases on under any such website; agreement, contract or commitment of $100,000 or more in the aggregate and is not cancelable without penalty within thirty (30) days.

Agreements, Contracts and Commitments. As Except as disclosed in Section 4.25 of the date hereofCompany Disclosure Schedule, neither the Company nor any of its subsidiaries is not a party to or is bound byto: (ia) any employment bonus, deferred compensation, pension, severance, profit- sharing, stock option, employee stock purchase or consulting agreementretirement plan, contract or commitment with any officer arrangement or director other employee benefit plan or higher level employee or member of other arrangement covering the Company's Board of Directors, other than those that are terminable by Company or any of its subsidiaries on no more than thirty (30) days' notice without liability or financial obligation to Company, (ii) any such agreement, contract or commitment with any employee, consultant, shareholder or other person that will result in any obligation of Company or any of its subsidiaries to make any payments as a result of the transactions contemplated hereby, (iii) any agreement with any employee, consultant or shareholder of Company pursuant to which Company has loaned or is obligated to loan any money thereto or (iv) any agreement or arrangement providing for severance or termination payemployees; (b) any employment agreement or plan, including, without limitation, any stock option plan, stock appreciation right plan or stock purchase plan, with any of the benefits of which will be increased, Company's employees that contains any severance pay liabilities or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreementobligations; (c) any agreement for personal services or employment with any of indemnification of officers, directors the Company's employees that is not terminable on 30 days' (or employees of less) notice by the Company without penalty or any guaranty of third party indebtedness or of obligations of officers, directors, employees or agents of Companyobligation to make payments related to such termination; (d) any agreement, contract agreement of guarantee or indemnification in an amount that is material to the Company; (e) any agreement or commitment containing any a covenant limiting or purporting to limit the freedom of the Company to compete with any person in any respect the right of Company geographic area or any of its subsidiaries to engage in any line of business in any geographic area or to compete with any person or granting to any person any interest in Company's distribution rights; (e) any agreement, contract or commitment currently in force relating to the disposition or acquisition by Company or any of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which Company has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than Company's subsidiariesbusiness; (f) any agreement, contract or commitment containing exclusivity provisions pursuant lease to which the Company has agreed not to purchase the goods is a party as lessor or lessee that (other than local grocery productsx) provides for future payments of $10,000 or services ofmore, or enter into a commercial relationship with, another person(y) is material to the conduct of the business of the Company; (g) any mortgages, indentures, guarantees, loans joint venture agreement or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of creditprofit-sharing agreement; (h) except for trade indebtedness incurred in the ordinary course of business, any settlement agreement relating loan or credit agreements providing for the extension of credit to the Company or any claim instrument evidencing or suitrelated in any way to indebtedness incurred in the acquisition of companies or other entities or indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditional sale, guarantee, or otherwise that individually is in the amount of $5,000 or more; (i) any real property lease covering more than 20,000 square feetlicense agreement, either as licensor or licensee, or distributor, dealer, franchise, manufacturer's representative, sales agency or other similar agreement or commitment; (j) any agreementagreement or arrangement for the assignment, sale or other transfer by the Company of any agreement or lease (or right to payment thereunder) by which it leases materials, products or other property to a third party; (k) any contract or agreement that provides any discount other than pursuant to the Company's standard discount terms; (l) any agreement or commitment obligating Company for the acquisition, construction or sale of fixed assets owned or to make be owned by the Company; (m) any payments based on (i) current agreement or commitment, not elsewhere specifically disclosed pursuant to this Agreement, to which present or former directors, officers or Affiliates of the number of users accessing any website operated by Company or any of its subsidiaries their "ASSOCIATES" (whether measured by registrationsas defined in the rules and regulations promulgated under the Securities Act) are parties; (n) any agreement or arrangement for the sale of any of the assets, click-throughs properties or purchases by such usersrights of the Company (other than in the ordinary course of business) or for the grant of any preferential rights to purchase any of its assets, properties or rights or any material agreement that requires the consent of any third party to the transfer and assignment of any of its assets, properties or rights; (iio) any contract providing for the payment of a commission or other fee calculated as or by reference to the volume of web traffic or a percentage of the profits or revenues generated of the Company or of any business segment of the Company; (p) any contract or agreement not described above involving the payment or receipt by purchases the Company of more than $25,000, or, in the case of contracts involving payments by the Company, which cannot be terminated by it on 30 days' notice without penalty, cost or liability; or (q) any such websitecontract or agreement not described above that is material to the business, operations, assets, financial condition, results of operations, properties or prospects of the Company, including without limitation, agreements relating to web site development and operations; or (marketing, promotion, affiliate and advertising, including search engine referrals and Internet private labeling; fulfillment operations; and telephone, credit card and freight carrier services.

Agreements, Contracts and Commitments. As of Except as set forth on ------------------------------------- Schedule 2.16(a), the date hereofCompany does not have, neither Company nor any of its subsidiaries is not a party to or nor is it bound ---------------- by: (ia) any collective bargaining agreements, (b) any employment or consulting agreement, contract or commitment with any officer or director or higher level officer, director, employee or member of the Company's Board of Directors, other than those that are terminable by the Company without liability of financial obligation of the Company, (c) any bonus, deferred compensation, pension, profit sharing or retirement plans, or any of its subsidiaries on no more than thirty other employee benefit plans or arrangements, (30) days' notice without liability or financial obligation to Company, (iid) any such employment or consulting agreement with an employee or individual consultant or salesperson or consulting or sales agreement, contract or commitment with any employee, consultant, shareholder under which a firm or other person that will result in any obligation of Company or any of its subsidiaries organization provides services to make any payments as a result of the transactions contemplated hereby, (iii) any agreement with any employee, consultant or shareholder of Company pursuant to which Company has loaned or is obligated to loan any money thereto or (iv) any agreement or arrangement providing for severance or termination pay;Company, (be) any agreement or plan, including, without limitation, any stock option plan, stock appreciation right 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, or under which payments are required to be made by the occurrence of any of the transactions contemplated by this Agreement 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;, (cf) any fidelity or surety bond or completion bond, (g) any lease of personal property having a value individually in excess of $50,000, (h) any agreement of indemnification or guaranty, except for indemnification or guarantees provided in the ordinary course of officers, directors or employees business in connection with the sale of Company or any guaranty of third party indebtedness or of obligations of officers, directors, employees or agents of the Company;'s products as set forth on Schedule 2.15, (di) any agreement, contract or commitment containing any covenant limiting in any respect the right of Company or any of its subsidiaries to engage in any line of business in any geographic area or to compete with any person or granting to any person any interest in Company's exclusive distribution rights;, (ej) any agreement relating to capital expenditures and involving future payments in excess of $100,000, (k) any agreement, contract or commitment currently in force relating to the disposition or acquisition by Company or any of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which Company has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than Company's subsidiaries;enterprise, (f) any agreement, contract or commitment containing exclusivity provisions pursuant to which Company has agreed not to purchase the goods (other than local grocery products) or services of, or enter into a commercial relationship with, another person; (gl) 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;, including guaranties referred to in clause (h) hereof, (hm) any purchase order or contract involving the expenditure by the Company of $200,000 or more for the Company's products or $100,000 or more or otherwise, (n) any construction contracts, (o) any dealer, distribution, joint marketing (including any pilot program), development, content provider, destination site or merchant agreement, (p) any agreement pursuant to which the Company has granted or may be obligated to grant in the future, to any party a source code license or option or other right to use or acquire source code, including any agreements which provide for source code escrow arrangements, (q) any sales representative, original equipment manufacturer, value added, remarketer or other agreement for distribution of the Company's products or services or the products or services of any other person or entity, (r) any agreement pursuant to which the Company has advanced or loaned any amount to any shareholder of the Company or any director, officer, employee or consultant other than business travel advances in the ordinary course of business consistent with past practice, (s) any settlement agreement relating to any claim or suit;entered into since the Company's initial incorporation, or (it) any real property lease covering other agreement that involves $100,000 or more than 20,000 square feet; or is not cancelable without penalty within thirty (j30) any agreement, contract or commitment obligating Company to make any payments based on (i) the number of users accessing any website operated by Company or any of its subsidiaries (whether measured by registrations, click-throughs or purchases by such users) or (ii) revenues generated by purchases on any such website; or (days.

Agreements, Contracts and Commitments. As Except as set forth in Section 2.16 and Section 2.2(b) of the date hereofCompany Disclosure Letter, neither the Company nor any of its subsidiaries is not a party to or is bound by: (ia) any employment or consulting agreement, contract or commitment with any officer or director or higher level employee or member of the Company's ’s Board of Directors, other than those that are terminable by the Company or any of its subsidiaries on no more than thirty (30) days' days notice without liability or financial obligation to Company, (ii) any such agreement, contract or commitment with any employee, consultant, shareholder or other person that will result in any obligation of Company or any of its subsidiaries to make any payments as a result of the transactions contemplated hereby, (iii) any agreement with any employee, consultant or shareholder of Company pursuant to which Company has loaned or is obligated to loan any money thereto or (iv) any agreement or arrangement providing for severance or termination payobligation; (b) any agreement or plan, including, without limitation, any stock option plan, stock appreciation right 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 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 agreement of indemnification or guaranty not entered into in the ordinary course of officers, directors business other than indemnification agreements between the Company and any of its officers or employees of Company or any guaranty of third party indebtedness or of obligations of officers, directors, employees or agents of Company; (d) any agreement, contract or commitment containing any covenant limiting in any respect the right freedom of the Company or any of its subsidiaries to engage in any line of business in any geographic area or to compete with any person or granting to any person any interest in Company's exclusive distribution rights; (e) any agreement, contract or commitment currently in force relating to the disposition or acquisition by Company or any of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which Company has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than Company's subsidiaries;enterprise; or (f) any material joint marketing or development agreement. The Company, or to the Company’s knowledge any other party to a Company Contract (as defined herein), has breached, violated or defaulted under, or received notice that it has breached, violated or defaulted under, any of the material terms or conditions of any of the agreements, contracts or commitments to which the Company is a party or by which it is bound of the type described in clauses (a) through (f) above (any such agreement, contract or commitment containing exclusivity provisions pursuant commitment, a “COMPANY CONTRACT”) in such a manner as would permit any other party to which cancel or terminate any such Company has agreed not to purchase the goods (other than local grocery products) or services ofContract, or enter into a commercial relationship withwould permit any other party to seek damages, another person; (g) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments relating which would be reasonably likely to be material to the borrowing of money or extension of credit; (h) any settlement agreement relating to any claim or suit; (i) any real property lease covering more than 20,000 square feet; (j) any agreement, contract or commitment obligating Company to make any payments based on (i) the number of users accessing any website operated by Company or any of its subsidiaries (whether measured by registrations, click-throughs or purchases by such users) or (ii) revenues generated by purchases on any such website; or (Company.

Agreements, Contracts and Commitments. As Except as otherwise set forth ------------------------------------- in Part 2.16 of the date hereofCompany Disclosure Letter, neither Company nor any of its subsidiaries is a party to or is bound by: (ia) any employment or consulting agreement, contract or commitment with any officer or director or higher level employee or member of Company's Board of Directors, other than those that are terminable by Company or any of its subsidiaries on no more than thirty (30) days' days notice without liability or financial obligation obligation, except to the extent general principles of wrongful termination law may limit Company, (ii) any such agreement, contract or commitment with any employee, consultant, shareholder or other person that will result in any obligation of Company 's or any of its subsidiaries subsidiaries' ability to make terminate employees at will, or any payments as a result of the transactions contemplated hereby, (iii) any agreement with any employee, consultant or shareholder of Company pursuant to which Company has loaned or is obligated to loan any money thereto or (iv) any agreement or arrangement providing for severance or termination payconsulting agreement; (b) any agreement or plan, including, without limitation, any stock option plan, stock appreciation right 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 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 agreement of indemnification of officersindemnification, directors or employees of Company any guaranty or any guaranty instrument evidencing indebtedness for borrowed money by way of third party indebtedness direct loan, sale of debt securities, purchase money obligation, conditional sale, or of obligations of officers, directors, employees or agents of Companyotherwise; (d) any agreement, contract obligation or commitment containing covenants purporting to limit or which effectively limit Company's or any covenant limiting of its subsidiaries' freedom to compete in any respect the right line of business or in any geographic area or which would so limit Company or Surviving Corporation or any of its subsidiaries to engage in or any line employees of business in any geographic area or to compete with any person thereof after the Effective Time or granting to any person any interest in Company's exclusive distribution or other exclusive rights; (e) any agreement, contract or commitment currently in force relating to the disposition or acquisition by Company or any of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which Company has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than Company's subsidiaries; (f) any agreementlicensing, contract distribution, sponsorship, advertising, merchant program or commitment containing exclusivity provisions pursuant other similar agreement to which Company has agreed or one of its subsidiaries is a party which (i) may not be canceled by Company or its subsidiaries, as the case may be, without penalty upon notice of 30 days or less, and (ii) which provides for payments by or to purchase Company or its subsidiaries in an amount in excess of $100,000 over the goods term of the agreement or which is (other than local grocery productsor could reasonably be expected to become) or services of, or enter into a commercial relationship with, another personmaterial to Company; (g) 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; (h) any settlement agreement relating to any claim or suit; (i) any real property lease covering more than 20,000 square feet; (j) any agreement, contract or commitment obligating currently in force to provide source code to any third party for any product or technology; or (h) any other agreement, contract or commitment currently in effect that is material to Company's business as presently conducted and proposed to be conducted. Neither Company nor any of its subsidiaries, nor to make Company's knowledge any payments based on other party to a Company Contract (i) as defined below), is in breach, violation or default under, and neither Company nor any of its subsidiaries has received written notice that it has breached, violated or defaulted under, any of the number material terms or conditions of users accessing any website operated by of the agreements, contracts or commitments to which Company or any of its subsidiaries is a party or by which it is bound that are required to be disclosed in the Company Disclosure Letter pursuant to clauses (whether measured by registrations, click-throughs a) through (h) above or purchases by such users) pursuant to Section 2.11 hereof or are required to be filed with any Company SEC Report (ii) revenues generated by purchases on any such website; agreement, contract or commitment, a "Company Contract") in such a manner as would permit any other party to cancel or terminate any such Company Contract, or would permit any other party to seek material damages or other remedies (for any or all of such breaches, violations or defaults, in the aggregate). The agreements set forth in Part 2.16(i) of the Company Disclosure Letter have, to Company's knowledge, been executed by each party thereto in the form provided to Parent.

Agreements, Contracts and Commitments. As Except as set forth in Section 3.12 of the date hereofDisclosure Schedule, neither Company the Corporation nor any of its subsidiaries Subsidiaries has continuing obligations under, is not a party to or nor is it bound by: (ia) any collective bargaining agreements; (b) any agreements or arrangements that contain any severance pay or post-employment liabilities or obligations; (c) any bonus, deferred compensation, pension, profit sharing or retirement plans, or any other employee benefit plans or arrangements; (d) any employment, sales or consulting agreement, contract or commitment with any officer an employee, individual consultant or director salesperson or higher level employee consulting or member of Company's Board of Directors, other than those that are terminable by Company or any of its subsidiaries on no more than thirty (30) days' notice without liability or financial obligation to Company, (ii) any such sales agreement, contract or commitment with any employee, consultant, shareholder a firm or other person that will result in any obligation of Company or any of its subsidiaries to make any payments as a result of the transactions contemplated hereby, (iii) any agreement with any employee, consultant or shareholder of Company pursuant to which Company has loaned or is obligated to loan any money thereto or (iv) any agreement or arrangement providing for severance or termination payorganization; (be) any agreement or plan, including, without limitation, any stock option plan, stock appreciation right 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 the Transaction Agreements or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreementthe Transaction Agreements, except as provided herein; (cf) any fidelity or surety bond; (g) any lease of personal property having annual lease payments individually in excess of $50,000; (h) any agreement of indemnification or guaranty other than in the ordinary course of officers, directors or employees of Company or any guaranty of third party indebtedness or of obligations of officers, directors, employees or agents of Companybusiness; (di) any agreement, contract or commitment containing any covenant limiting in any respect the right freedom of Company the Corporation or any of its subsidiaries Subsidiary to engage in any line of business in any geographic area or to compete with any person or granting to any person any interest in Company's distribution rightsPerson; (ej) any agreement, contract or commitment currently in force relating to the disposition or acquisition by Company or any capital expenditures and involving future payments in excess of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which Company has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than Company's subsidiaries$50,000; (fk) any agreement, contract or commitment containing exclusivity provisions pursuant relating to which Company has agreed not to purchase the goods (other than local grocery products) disposition or services of, acquisition of material assets or enter into a commercial relationship with, another personany interest in any business enterprise outside the ordinary course of the Corporation's business; (gl) any purchase order or contract for the purchase of raw materials involving $50,000 or more; (m) any construction contracts; (n) any agreement, contract or commitment, including distribution or agency or sales representative agreements, with any party which, during the last two fiscal years of the Corporation, accounted for, or is expected to account during the Corporation's current fiscal year, for more than five percent (5%) of the Corporation's revenue or trade payables; (o) 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; (h) . Each of the Corporation and its Subsidiaries has not breached, violated or defaulted under, or received notice that it has breached, violated or defaulted under, any settlement agreement relating to any claim of the material terms or suit; conditions of (i) any real property lease covering more than 20,000 square feet; (j) any agreement, contract or commitment obligating Company to make any payments based on (i) set forth in Section 3.12 of the number of users accessing any website operated by Company or any of its subsidiaries (whether measured by registrationsDisclosure Schedule, click-throughs or purchases by such users) or (ii) revenues generated any other material agreement, contract or commitment to which it is a party or by purchases on which it is bound (any such website; agreement, contract or (commitment, a "Contract"). Each Contract is in full force and effect and, except as otherwise disclosed in Section 3.12 of the Disclosure Schedule, is not subject to any default thereunder of which the Corporation is aware by any party obligated to the Corporation or any Subsidiary pursuant thereto, other than late payments. Each of the Corporation and its Subsidiaries has obtained all necessary consents, waivers and approvals of parties to any Contract as are required in connection with the transactions contemplated by the Transaction Agreements, or as are required or advisable in order to remain in effect without modification after the transactions contemplated by the Transaction Agreements. Each Contract requiring any consent, waiver or third-party approval as a result of the transactions contemplated by the Transaction Agreements is disclosed in Section 3.12 of the Disclosure Schedule. Neither the execution of the Transaction Agreements nor consummation of the transactions contemplated thereby will cause any default or breach under any Contract, including without limitation any key man clause in any Contract, or the acceleration of any payment obligation of the Corporation or any Subsidiary.

Agreements, Contracts and Commitments. As of the date hereof, neither Neither Company nor any of its subsidiaries is a party to or is bound by: (ia) any employment or consulting agreement, contract or commitment with any officer or director or higher level officer, director, Company employee or member of Company's Board of Directors, other than those that are terminable by Company or any of its subsidiaries on no more than thirty (30) days' notice without liability or financial obligation to Company, (ii) any such agreement, contract or commitment with any employee, consultant, shareholder or other person that will result in any obligation of Company or any of its subsidiaries to make any payments as a result of the transactions contemplated hereby, (iii) any agreement with any employee, consultant or shareholder of Company pursuant to which Company has loaned or is obligated to loan any money thereto or (iv) any agreement or arrangement providing for severance or termination pay; (b) any agreement or plan, including, without limitation, any stock option plan, stock appreciation right 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 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 material agreement of indemnification of officers, directors or employees of Company or any guaranty other than any agreement of third party indebtedness indemnification entered into in connection with the sale or license of obligations software products in the ordinary course of officers, directors, employees or agents of Companybusiness; (d) any material agreement, contract or commitment containing any covenant limiting in any respect the right of Company or any of its subsidiaries to engage in any line of business in any geographic area or to compete with any person or granting to any person any interest in Company's exclusive distribution rights; (e) any agreement, contract or commitment currently in force relating to the disposition or acquisition by Company or any of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which Company or any of its subsidiaries has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than Company's subsidiaries; (f) any dealer, distributor, joint marketing or development agreement currently in force under which Company or any of its subsidiaries have continuing material obligations to jointly market any product, technology or service or any material agreement pursuant to which Company or any of its subsidiaries have continuing material obligations to jointly develop any intellectual property that will not be owned, in whole or in part, by Company or any of its subsidiaries; (g) any agreement, contract or commitment containing exclusivity provisions pursuant currently in force to which provide source code to any third party for any product or technology that is material to Company has agreed not to purchase the goods (other than local grocery products) or services of, or enter into and its subsidiaries taken as a commercial relationship with, another personwhole; (gh) any agreement, contract or commitment currently in force to license any third party to manufacture or reproduce any Company product, service or technology or any agreement, contract or commitment currently in force to sell or distribute any Company products, service or technology except agreements with distributors or sales representative in the normal course of business cancelable without penalty upon notice of ninety (90) days or less and substantially in the form previously provided to Parent; (i) 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; (h) any settlement agreement relating to any claim or suit; (i) any real property lease covering more than 20,000 square feet; (j) any material settlement agreement entered into within five (5) years prior to the date of this Agreement; or (k) any other agreement, contract or commitment obligating that has a value of $500,000 or more individually. Neither Company nor any of its subsidiaries, nor to make Company's knowledge any payments based on other party to a Company Contract (i) as defined below), is in breach, violation or default under, and neither Company nor any of its subsidiaries has received written notice that it has breached, violated or defaulted under, any of the number material terms or conditions of users accessing any website operated by of the agreements, contracts or commitments to which Company or any of its subsidiaries is a party or by which it is bound that are required to be disclosed in the Company Schedule (whether measured by registrations, click-throughs or purchases by such users) or (ii) revenues generated by purchases on any such website; agreement, contract or commitment, a "COMPANY CONTRACT") in such a manner as would permit any other party to cancel or terminate any such Company Contract, or would permit any other party to seek material damages or other remedies (for any or all of such breaches, violations or defaults, in the aggregate).

Agreements, Contracts and Commitments. As of the date hereof, neither Neither Company nor any of its subsidiaries is a party to or is bound by: (ia) any employment or consulting agreement, contract or commitment with any officer or officer, director or higher level employee or member of Company's Board of Directors, other than those that are terminable by Company or any of its subsidiaries on no more than thirty days notice and which do so with no express (30whether by contract or by policy) days' notice without liability or financial obligation to Company, (ii) any such agreement, contract or commitment with any employee, consultant, shareholder or other person that will result in any obligation of Company or any of its subsidiaries to make any payments as a result of the transactions contemplated hereby, (iii) any agreement with any employee, consultant or shareholder of Company pursuant to which Company has loaned or is obligated to loan any money thereto or (iv) any agreement or arrangement providing for severance or termination pay; (b) any agreement or plan, including, without limitation, any stock option plan, stock appreciation right 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 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 agreement of indemnification of officers, directors or employees of Company or any guaranty currently in force other than any agreement of third party indebtedness indemnification entered into in connection with the sale or license or distribution or marketing of obligations products or services in the ordinary course of officers, directors, employees or agents of Companybusiness; (d) any agreement, contract or commitment containing any covenant limiting in any respect the right of Company or any of its subsidiaries to engage in any line of business in any geographic area or to compete with any person or granting to any person any interest in Company's exclusive distribution rights; (e) any agreement, contract or commitment currently in force relating to the disposition or acquisition by Company or any of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which Company has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than Company's subsidiaries; (f) any agreementmaterial joint marketing or development agreement currently in force under which Company or any of its subsidiaries have continuing material obligations to jointly market any product, contract technology or commitment containing exclusivity provisions service and which may not be canceled without penalty upon notice of 90 days or less, or any material agreement pursuant to which Company has agreed or any of its subsidiaries have continuing material obligations to jointly develop any intellectual property that will not to purchase the goods (other than local grocery products) be owned, in whole or services ofin part, by Company or enter into a commercial relationship with, another personany of its subsidiaries and which may not be canceled without penalty upon notice of 90 days or less; (g) 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; (h) any settlement agreement relating to any claim or suit; (i) any real property lease covering more than 20,000 square feet; (j) any agreement, contract or commitment obligating currently in force to provide any Company Intellectual Property to make any payments based on third party for any product or technology that is material to Company and its subsidiaries taken as a whole; or (ih) any agreement, contract or commitment currently in force to license any third party to manufacture or reproduce any Company product, service or technology except as a distributor in the number normal course of users accessing business. Neither Company nor any website operated by of its subsidiaries, nor to Company's knowledge any other party to a Company Contract (as defined below), is in breach, violation or default under, and neither Company nor any of its subsidiaries has received written notice that it has breached, violated or defaulted under, any of the material terms or conditions of any of the agreements, contracts or commitments to which Company or any of its subsidiaries is a party or by which it is bound that are required to be disclosed in the Company Disclosure Letter pursuant to this Section 2.19 (whether measured by registrations, click-throughs or purchases by such users) or (ii) revenues generated by purchases on any such website; agreement, contract or commitment, a "Company Contract") in such a manner as would permit any other party to cancel or terminate any such Company Contract, or would permit any other party to seek material damages or other remedies (for any or all of such breaches, violations or defaults, in the aggregate).

Agreements, Contracts and Commitments. As of Except as set forth in the date hereofCompany Schedules, neither the Company nor any of its subsidiaries is a party to or is bound by: (ia) any employment or consulting agreement, contract or commitment with any officer or director or higher level employee or member of the Company's Board of Directors, other than those that are terminable by the Company or any of its subsidiaries on no more than thirty (30) days' days notice without liability or financial obligation obligation, except to the extent general principles of wrongful termination law may limit the Company, (ii) any such agreement, contract or commitment with any employee, consultant, shareholder or other person that will result in any obligation of Company 's or any of its subsidiaries subsidiaries' ability to make any payments as a result of terminate employees at will and except for potential liabilities for future actions by the transactions contemplated hereby, (iii) any agreement with any employee, consultant or shareholder of Company pursuant to which Company has loaned or is obligated to loan any money thereto or (iv) any agreement or arrangement providing for severance or termination paythe extent covered by the WARN Act; (b) any agreement or plan, including, without limitation, any stock option plan, stock appreciation right plan, stock purchase plan or restricted stock purchase planagreement, 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 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 agreement of indemnification or guaranty not entered into in the ordinary course of officers, directors or employees of business other than indemnification agreements between the Company or any guaranty of third party indebtedness its subsidiaries and any of its officers or of obligations of officers, directors, employees or agents of Company; (d) any agreement, contract or commitment containing any covenant limiting in any respect the right freedom of the Company or any of its subsidiaries to engage in any line of business in any geographic area or to compete with any person or granting to any person any interest in Company's exclusive distribution rights; (e) any agreement, contract or commitment currently in force relating to the disposition or acquisition by Company or any of its subsidiaries after the date of this Agreement of a material amount portion of the assets not in of the ordinary course of business Company and its subsidiaries or pursuant to which Company has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than Company's subsidiaries;enterprise; or (f) any material joint marketing or development agreement. Neither the Company nor any of its subsidiaries, nor to the Company's knowledge any other party to a Company Contract (as defined below), has breached, violated or defaulted under, or received notice that it has breached violated or defaulted under, any of the material terms or conditions of any of the agreements, contracts or commitments to which the Company or any of its subsidiaries is a party or by which it is bound of the type described in clauses (a) through (f) above (any such agreement, contract or commitment, as well as any agreement, contract or commitment containing exclusivity provisions pursuant to which Company has agreed not to purchase the goods (other than local grocery products) or services of, or enter into a commercial relationship with, another person; (g) 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; (h) any settlement agreement relating that is an exhibit to any claim or suit; (iCompany SEC Report, a "COMPANY CONTRACT") any real property lease covering more than 20,000 square feet; (j) any agreement, contract or commitment obligating Company to make any payments based on (i) the number of users accessing any website operated by Company or any of its subsidiaries (whether measured by registrations, click-throughs or purchases by in such users) or (ii) revenues generated by purchases on any such website; or (a manner as would

Agreements, Contracts and Commitments. As of the date hereof, neither Neither Company nor any of its subsidiaries is a party to or is bound by: (ia) any employment or consulting agreement, contract or commitment with any officer or director or higher level officer, director, Company employee currently earning an annual salary in excess of (U.S.) $55,000 or member of Company's Board of Directors, other than those that are terminable by Company or any of its subsidiaries on no more than thirty (30) days' notice without liability or financial obligation to the Company, (ii) any such agreement, contract or commitment with any employee, consultant, shareholder or other person that will result in any obligation of Company or any of its subsidiaries to make any payments as a result of the transactions contemplated hereby, (iii) any agreement with any employee, consultant or shareholder of Company pursuant to which Company has loaned or is obligated to loan any money thereto or (iv) any agreement or arrangement providing for severance or termination pay; (b) any agreement or plan, including, without limitation, any stock option plan, stock shares appreciation right 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 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 material agreement of indemnification of officers, directors or employees of Company or any guaranty other than any agreement of third party indebtedness indemnification entered into in connection with the sale or license of obligations software products in the ordinary course of officers, directors, employees or agents of Companybusiness; (d) any material agreement, contract or commitment containing any covenant limiting in any respect the right of Company or any of its subsidiaries to engage in any line of business in any geographic area or to compete with any person or granting to any person any interest in Company's exclusive distribution rights; (e) any agreement, contract or commitment currently in force relating to the disposition or acquisition by Company or any of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which Company or any of its subsidiaries has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than Company's subsidiaries; (f) any dealer, distributor, joint marketing or development agreement currently in force under which Company or any of its subsidiaries have continuing material obligations to jointly market any product, technology or service and which may not be canceled without penalty upon notice of ninety (90) days or less, or any material agreement pursuant to which Company or any of its subsidiaries have continuing material obligations to jointly develop any intellectual property that will not be owned, in whole or in part, by Company or any of its subsidiaries and which may not be canceled without penalty upon notice of ninety (90) days or less; (g) any agreement, contract or commitment containing exclusivity provisions pursuant currently in force to which provide source code to any third party for any product or technology that is material to Company has agreed not to purchase the goods (other than local grocery products) or services of, or enter into and its subsidiaries taken as a commercial relationship with, another personwhole; (gh) any material agreement, contract or commitment currently in force to license any third party to manufacture or reproduce any Company product, service or technology or any agreement, contract or commitment currently in force to sell or distribute any Company products, service or technology except agreements with distributors or sales representative in the normal course of business cancelable without penalty upon notice of ninety (90) days or less and substantially in the form previously provided to Parent; (i) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other written agreements or instruments relating to the borrowing of money or extension of credit; (h) any settlement agreement relating to any claim or suit; (i) any real property lease covering more than 20,000 square feet; (j) any material settlement agreement entered into within five (5) years prior to the date of this Agreement; or (k) any other agreement, contract or commitment obligating that has a value of (U.S.) $22,000 or more individually. Neither Company nor any of its subsidiaries, nor to make Company's knowledge any payments based on other party to a Company Contract (i) as defined below), is in breach, violation or default under, and neither Company nor any of its subsidiaries has received written notice that it has breached, violated or defaulted under, any of the number material terms or conditions of users accessing any website operated by of the agreements, contracts or commitments to which Company or any of its subsidiaries is a party or by which it is bound that are required to be disclosed in the Company Schedule (whether measured by registrations, click-throughs or purchases by such users) or (ii) revenues generated by purchases on any such website; agreement, contract or commitment, a "COMPANY CONTRACT") in such a manner as would permit any other party to cancel or terminate any such Company Contract, or would permit any other party to seek material damages or other remedies (for any or all of such breaches, violations or defaults, in the aggregate).

Agreements, Contracts and Commitments. As Neither Pathlore nor any of its Subsidiaries is, as of the date hereof, neither Company nor any of its subsidiaries is a party to or is bound by: (ia) any employment or consulting agreement, contract or commitment with any officer or director or higher level employee or member of Company's Board of Directorsthe Pathlore Board, other than those that are terminable by Company Pathlore or any of its subsidiaries Subsidiaries on no more than thirty (30) days' ’ notice without liability or financial obligation to Company, (ii) any such agreement, contract or commitment with any employee, consultant, shareholder or other person that will result in any obligation of Company or any of its subsidiaries to make any payments as a result of the transactions contemplated hereby, (iii) any agreement with any employee, consultant or shareholder of Company pursuant to which Company has loaned or is obligated to loan any money thereto or (iv) any agreement or arrangement providing for severance or termination payPathlore; (b) any agreement or plan, including, without limitation, any stock option plan, stock appreciation right 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 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 agreement of indemnification or any guaranty other than any agreement of officers, directors or employees indemnification entered into in the ordinary course of Company business that would not reasonably be expected to have a Material Adverse Effect on Pathlore or any guaranty of third party indebtedness or of the obligations of officers, directors, employees or agents a Subsidiary of CompanyPathlore; (d) any agreement, contract or commitment containing any covenant limiting in any respect the right of Company Pathlore or any of its subsidiaries Subsidiaries to engage in any line of business in any geographic area or to compete with any person or granting to any person any interest in Company's exclusive distribution rights; (e) any agreement, contract or commitment currently in force relating to the disposition or acquisition by Company Pathlore or any of its subsidiaries Subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which Company Pathlore has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than Company's subsidiariesPathlore’s Subsidiaries; (f) any dealer, distributor, joint marketing or development agreement currently in force under which Pathlore or any of its Subsidiaries have continuing material obligations to jointly market any product, technology or service and which may not be canceled without penalty upon notice of ninety (90) days or less, or any material agreement pursuant to which Pathlore or any of its Subsidiaries have continuing material obligations to develop any Intellectual Property that will not be owned, in whole or in part, by Pathlore or any of its Subsidiaries and which may not be canceled without penalty upon notice of ninety (90) days or less; (g) any agreement, contract or commitment containing exclusivity provisions pursuant currently in force to which Company has agreed not license any third party to purchase manufacture or reproduce any Pathlore Product or any agreement, contract or commitment currently in force to sell or distribute any Pathlore Product, except agreements with distributors or sales representatives in the goods (other than local grocery products) or services of, or enter into a commercial relationship with, another personordinary course of business and substantially in the form previously provided to SumTotal; (gh) 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; (hi) any settlement agreement relating entered into within three (3) years prior to any claim or suit; (i) any real property lease covering more than 20,000 square feetthe date of this Agreement with respect to which Pathlore has contingent obligations of a material nature; (j) any license, contract or commitment pursuant to which any Person is authorized to use any Pathlore Intellectual Property (other than NDAs and non-exclusive end-user agreements entered into in the ordinary course of business); (k) any license, contract or commitment pursuant to which Pathlore or any Subsidiary is authorized to use any Intellectual Property of a third party (other than NDAs and commercially available shrink wrap agreements entered into in the ordinary course of business); or (l) any other agreement, contract or commitment obligating Company to make any payments based on that, either individually or taken together with all other contracts with the same party, (i) has in the number 12 months preceding December 31, 2004 resulted in payments being made by Pathlore in excess of users accessing $50,000 (excluding payroll) or revenue booked by Pathlore in excess of $500,000 or (ii) will, if fulfilled in accordance with its terms, result in payments being made by Pathlore after December 31, 2004 in excess of $250,000 (excluding payroll) or revenue which will be booked by Pathlore in excess of $500,000. Neither Pathlore nor any website operated by Company of its Subsidiaries, nor to Pathlore’s Knowledge any other party to a Pathlore Contract, is in breach, violation or default under, and neither Pathlore nor any of its Subsidiaries has received written notice that it has breached, violated or defaulted under, any of the material terms or conditions of any of the agreements, contracts or commitments to which Pathlore or any of its subsidiaries Subsidiaries is a party or by which it is bound that are required to be disclosed in the Pathlore Schedules (whether measured by registrations, click-throughs or purchases by such users) or (ii) revenues generated by purchases on any such website; agreement, contract or commitment, a “Pathlore Contract”) in such a manner as would permit any other party to cancel or terminate any such Pathlore Contract, or would permit any other party to seek material damages or other remedies (for any or all of such breaches, violations or defaults, in the aggregate).

Agreements, Contracts and Commitments. As Except as set forth in Section ------------------------------------- 2.20 of the date hereofCompany Schedule, neither Company nor any of its subsidiaries is a party to or is bound by: (ia) any employment or consulting agreement, contract or commitment with any officer or director vice president or higher level employee or member of Company's Board of Directors, other than those that are terminable by Company or any of its subsidiaries on no more than thirty (30) days' notice without liability or financial obligation to Company, (ii) any such agreement, contract or commitment with any employee, consultant, shareholder or other person that will result in any obligation of the Company or any of its subsidiaries to make any payments as a result of the transactions contemplated hereby, (iii) any agreement with any employee, consultant or shareholder of Company pursuant to which Company has loaned or is obligated to loan any money thereto or (iv) any agreement or arrangement providing for severance or termination paysubsidiaries; (b) any agreement or plan, including, without limitation, any stock option plan, stock appreciation right 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 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 agreement of indemnification of officers, directors or employees of Company or any guaranty other than any product warranty or agreement of third party indebtedness indemnification substantially in the Company's standard form for the applicable standard form of customer agreement in which the warranty or indemnification agreement is incorporated entered into in connection with the sale or license of obligations software products in the ordinary course of officers, directors, employees or agents of Companybusiness; (d) any agreement, contract or commitment containing any covenant limiting in any respect the right of Company or any of its subsidiaries to engage in any line of business in any geographic area or to compete with any person or granting to any person any interest in Company's exclusive distribution rights; (e) any agreement, contract or commitment currently in force relating to the disposition or acquisition by Company or any of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which Company or any of its subsidiaries has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than Company's subsidiaries; (f) any dealer, distributor, joint marketing or development agreement currently in force under which Company or any of its subsidiaries have continuing material obligations to jointly market any product, technology or service and which may not be canceled without penalty upon notice of ninety (90) days or less, or any material agreement pursuant to which Company or any of its subsidiaries have continuing material obligations to jointly develop any intellectual property that will not be owned, in whole or in part, by Company or any of its subsidiaries and which may not be canceled without penalty upon notice of ninety (90) days or less; (g) any agreement, contract or commitment containing exclusivity provisions pursuant currently in force to which provide source code to any third party for any product or technology that is material to Company has agreed not to purchase the goods (other than local grocery products) or services of, or enter into and its subsidiaries taken as a commercial relationship with, another personwhole; (gh) any agreement, contract or commitment currently in force to license any third party to manufacture or reproduce any product, service or technology of Company or any of its subsidiaries or any agreement, contract or commitment currently in force to sell or distribute any products, service or technology of Company or any of its subsidiaries except agreements with distributors or sales representative in the normal course of business cancelable without penalty upon notice of ninety (90) days or less and substantially in the form previously provided to Parent; (i) 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; (hj) any settlement agreement relating entered into within five (5) years prior to any claim or suit;the date of this Agreement; or (ik) any real property lease covering more than 20,000 square feet; (j) any other agreement, contract or commitment obligating currently in force under which Company will pay, or expects to make receive, after the date hereof an amount in excess of $150,000 or more individually. Neither Company nor any payments based on of its subsidiaries, nor to Company's knowledge any other party to a Company Contract (ias defined below), is in breach, violation or default under, and neither Company nor any of its subsidiaries has received written notice that it has breached, violated or defaulted under, any of the material terms or conditions of any agreements, contracts or commitments to which Company or any of its subsidiaries is a party or by which any of them are bound that are required to be disclosed in Sections 2.19(h) or 2.20 of the number of users accessing any website operated by Company Schedule or that are otherwise material to Company or any of its subsidiaries (whether measured by registrations, click-throughs or purchases by such users) or (ii) revenues generated by purchases on any such website; agreement, contract or commitment, a "Company Contract") in such a manner as would permit any other party to cancel or terminate any such Company Contract, or would permit any other party to seek material damages or other remedies (for any or all of such breaches, violations or defaults, in the aggregate).

Agreements, Contracts and Commitments. As (a) Except as set forth on Section 2.14(a) of the date hereofDisclosure Letter, neither the Company nor any of its subsidiaries is a party to does not have, or is not bound by: (i) any contract, license or agreement to which the Company is a party (A) with respect to Company Intellectual Property licensed or transferred to any third party or (B) pursuant to which a third party has licensed or transferred any Intellectual Property to the Company, with a value or cost in excess of $5,000; (ii) any employment or consulting agreement, contract or commitment with any officer or director or higher level an employee or member of Company's Board of Directors, other than those that are terminable by Company individual consultant or any of its subsidiaries on no more than thirty (30) days' notice without liability salesperson or financial obligation to Company, (ii) any such consulting or sales agreement, contract or commitment with any employee, consultant, shareholder a firm or other person that will result in any obligation of Company or any of its subsidiaries to make any payments as a result of the transactions contemplated hereby, (iii) any agreement with any employee, consultant or shareholder of Company pursuant to which Company has loaned or is obligated to loan any money thereto or (iv) any agreement or arrangement providing for severance or termination payorganization; (biii) any agreement or plan, including, without limitation, any stock option plan, stock appreciation right 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 the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (civ) any agreement of indemnification of officers, directors fidelity or employees of Company surety bond or any guaranty of third party indebtedness or of obligations of officers, directors, employees or agents of Companycompletion bond; (dv) any lease of personal property with fixed annual rental payments in excess of $5,000; (vi) any contract, license or agreement between the Company and any third party wherein or whereby the Company has agreed to, or assumed, any obligation or duty to warrant, indemnify, hold harmless or otherwise assume or incur any obligation or liability with respect to the infringement or misappropriation by the Company or such third party of the Intellectual Property of any third party; (vii) any agreement, contract or commitment containing any covenant limiting in any respect the right freedom of the Company or any of its subsidiaries to engage in any line of business in any geographic area or to compete with any person or granting to any person any interest in Company's distribution rightsperson; (eviii) any agreement, contract or commitment currently in force relating to the disposition or acquisition by Company or any capital expenditures and involving future payments in excess of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which Company has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than Company's subsidiaries$5,000; (fix) any agreement, contract or commitment containing exclusivity provisions pursuant relating to which Company has agreed not to purchase the goods (other than local grocery products) disposition or services of, acquisition of assets or enter into a commercial relationship with, another personany interest in any business enterprise outside the ordinary course of the Company's business; (gx) 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 trade credit; (hxi) any settlement agreement relating to any claim purchase order or suitcontract for the purchase of materials involving $5,000 or more; (ixii) any real property lease covering more than 20,000 square feetconstruction contracts; (jxiii) any distribution, joint marketing or development agreement; or (xiv) any other agreement, contract or commitment obligating that involves $5,000 or more or is not cancelable without penalty within thirty (30) days. (b) Except as disclosed in Section 2.14(b) of the Disclosure Letter, the Company to make any payments based on (i) the number of users accessing any website operated by 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 its subsidiaries the terms or conditions of any agreement, contract, license or commitment to which it is a party or by which it is bound (whether measured by registrations, click-throughs or purchases by such users) or (ii) revenues generated by purchases on any such website; agreement, contract, license or (commitment, a "Contract"), and the Company is not 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 is in full force and effect, and, to the knowledge of the Company, except as otherwise disclosed in Section 2.14(b) of the Disclosure Letter, all other parties to each Contract are in compliance with, and have not breached any term of, such Contract. 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 to remain in effect without modification after the Closing. Following the Effective Time, the Company will be permitted to exercise all of the Company's rights under the Contracts to the same extent the Company would have been able to had the Merger not occurred and without the payment of any additional amounts or consideration other than ongoing fees, royalties or payments which the Company would otherwise be required to pay.

Agreements, Contracts and Commitments. As Except as set forth in the USWeb Schedules, as of the date hereof, neither Company USWeb nor any of its subsidiaries is a party to or is bound by: : (ia) any employment or consulting agreement, contract or commitment with any officer or director or higher level employee or member of CompanyUSWeb's Board of Directors, other than those that are terminable by Company USWeb or any of its subsidiaries on no more than thirty (30) days' days notice without liability or financial obligation obligation, except to Company, (ii) any such agreement, contract or commitment with any employee, consultant, shareholder or other person that will result in any obligation the extent general principles of Company wrongful termination law may limit USWeb's or any of its subsidiaries subsidiaries' ability to make any payments as a result of the transactions contemplated hereby, (iii) any agreement with any employee, consultant or shareholder of Company pursuant to which Company has loaned or is obligated to loan any money thereto or (iv) any agreement or arrangement providing for severance or termination pay; terminate employees at will; (b) any agreement or plan, including, without limitation, any stock option plan, stock appreciation right 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 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 agreement of indemnification or guaranty not entered into in the ordinary course of officers, directors or employees of Company business other than indemnification agreements between USWeb or any guaranty of third party indebtedness its subsidiaries and any of its officers or of obligations of officers, directors, employees or agents of Company; ; (d) any agreement, contract or commitment containing any covenant limiting in any respect the right freedom of Company USWeb or any of its subsidiaries to engage in any line of business in any geographic area or to compete with any person or granting to any person any interest in Company's exclusive distribution rights; ; (e) any agreement, contract or commitment currently in force relating to the disposition or acquisition by Company or any of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which Company has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than Company's subsidiaries; enterprise; or (f) any material joint marketing or development agreement. Neither USWeb nor any of its subsidiaries, contract nor to USWeb's knowledge any other party to a USWeb Contract (as defined below), has breached, violated or commitment containing exclusivity provisions pursuant defaulted under, or received notice that it has breached, violated or defaulted under, any of the material terms or conditions of any of the agreements, contracts or commitments to which Company has agreed not to purchase the goods (other than local grocery products) or services of, or enter into a commercial relationship with, another person; (g) 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; (h) any settlement agreement relating to any claim or suit; (i) any real property lease covering more than 20,000 square feet; (j) any agreement, contract or commitment obligating Company to make any payments based on (i) the number of users accessing any website operated by Company USWeb or any of its subsidiaries is a party or by which it is bound of the type described in clauses (whether measured by registrations, click-throughs or purchases by such usersa) or through (iif) revenues generated by purchases on above (any such website; agreement, contract or (commitment, a "USWeb Contract") in such a manner as would permit any other party to cancel or terminate any such USWeb Contract, or would permit any other party to seek damages, which would be reasonably likely to be material to USWeb. 24

Agreements, Contracts and Commitments. As of Except as set forth in the date hereof------------------------------------- Fractal Schedules, neither Company Fractal nor any of its subsidiaries is a party to or is bound by: (ia) any employment or consulting agreement, contract or commitment with any officer or director or higher level employee or member of CompanyFractal's Board of Directors, other than those that are terminable by Company Fractal or any of its subsidiaries on no more than thirty (30) days' days notice without liability or financial obligation obligation, except to Company, (ii) any such agreement, contract or commitment with any employee, consultant, shareholder or other person that will result in any obligation the extent general principles of Company wrongful termination law may limit Fractal's or any of its subsidiaries subsidiaries' ability to make any payments as a result of the transactions contemplated hereby, (iii) any agreement with any employee, consultant or shareholder of Company pursuant to which Company has loaned or is obligated to loan any money thereto or (iv) any agreement or arrangement providing for severance or termination payterminate employees at will; (b) any agreement or plan, including, without limitation, any stock option plan, stock appreciation right 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 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 agreement of indemnification or guaranty not entered into in the ordinary course of officers, directors or employees of Company business other than indemnification agreements between Fractal or any guaranty of third party indebtedness its subsidiaries and any of its officers or of obligations of officers, directors, employees or agents of Company; (d) any agreement, contract or commitment containing any covenant limiting in any respect the right freedom of Company Fractal or any of its subsidiaries to engage in any line of business in any geographic area or to compete with any person or granting to any person any interest in Company's exclusive distribution rights; (e) any agreement, contract or commitment currently in force relating to the disposition or acquisition by Company or any of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which Company has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than Company's subsidiaries;enterprise; or (f) any material joint marketing or development agreement. Neither Fractal nor any of its subsidiaries, contract nor to Fractal's knowledge any other party to a Fractal Contract (as defined below), has breached, violated or commitment containing exclusivity provisions pursuant defaulted under, or received notice that it has breached violated or defaulted under, any of the material terms or conditions of any of the agreements, contracts or commitments to which Company has agreed not to purchase the goods (other than local grocery products) or services of, or enter into a commercial relationship with, another person; (g) 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; (h) any settlement agreement relating to any claim or suit; (i) any real property lease covering more than 20,000 square feet; (j) any agreement, contract or commitment obligating Company to make any payments based on (i) the number of users accessing any website operated by Company Fractal or any of its subsidiaries is a party or by which it is bound of the type described in clauses (whether measured by registrations, click-throughs or purchases by such usersa) or through (iil) revenues generated by purchases on above (any such website; agreement, contract or (commitment, a "FRACTAL CONTRACT") in such a manner as would permit any other party to cancel or terminate any such Fractal Contract, or would permit any other party to seek damages, which would be reasonably likely to be material to Fractal.

Agreements, Contracts and Commitments. As (a) Part 2.12(a) of the date hereofCompany Disclosure Letter lists the following written or oral contracts, neither agreements, commitments and other arrangements to which the Company nor is a party or by which the Company or any of its subsidiaries assets is a party to or is bound bybound: (i) any agreement under which the consequences of a default or termination could have a Material Adverse Effect on the Company; (ii) any agreement concerning a partnership or joint venture; (iii) any agreement with any Company Stockholder or any of such stockholder's affiliates (other than the Company) or with any affiliate of the Company; (iv) any advertising services, e-commerce or other agreement involving the promotion of products and services of third parties by the Company; (v) any agreement with customers or suppliers for the sharing of fees, the rebating of charges or other similar arrangements; (vi) any agreement obligating the Company to deliver maintenance services or future product enhancements or containing a "most favored nation" pricing clause; (vii) any agreement obligating the Company to provide source code to any third party for any Company Intellectual Property; (viii) any agreement granting an exclusive license to any Company Intellectual Property or granting any exclusive distribution rights; (ix) any agreement relating to the acquisition by the Company of any operating business or the capital stock of any other person; (x) any agreement requiring the payment to any person of a brokerage or sales commission or a finder's or referral fee (other than arrangements to pay commissions or fees to employees in the Ordinary Course of Business); (xi) any collective bargaining agreements; (xii) any agreements or arrangements that contain any severance pay or post-employment liabilities or obligations; (xiii) any bonus, deferred compensation, pension, profit sharing or retirement plans, or any other employee benefit plans or arrangements; (xiv) any employment or consulting agreement, contract or commitment with any officer or director or higher level an employee or member of Company's Board of Directors, other than those that are terminable by Company individual consultant or salesperson or any of its subsidiaries on no more than thirty (30) days' notice without liability consulting or financial obligation to Company, (ii) any such sales agreement, contract or commitment with under which any employee, consultant, shareholder firm or other person that will result in any obligation of Company or any of its subsidiaries organization provides services to make any payments as a result of the transactions contemplated hereby, (iii) any agreement with any employee, consultant or shareholder of Company pursuant to which Company has loaned or is obligated to loan any money thereto or (iv) any agreement or arrangement providing for severance or termination payCompany; (bxv) any agreement or plan, including, without limitation, any stock option plan, stock appreciation right 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 the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (cxvi) any fidelity or surety bond or completion bond; (xvii) any lease of personal property having a value individually in excess of $25,000; (xviii) any agreement of indemnification of officers, directors or employees of Company or any guaranty of third party indebtedness or of obligations of officers, directors, employees or agents of Companyguaranty; (dxix) any agreement, contract or commitment containing any covenant limiting in any respect the right freedom of the Company or any of its subsidiaries to engage in any line of business in any geographic area or to compete with any person or granting to any person any interest in Company's distribution rightsperson; (exx) any agreement, contract or commitment currently in force relating to the disposition or acquisition by Company or any capital expenditures and involving future payments in excess of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which Company has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than Company's subsidiaries$25,000; (fxxi) any agreement, contract or commitment containing exclusivity provisions pursuant relating to which Company has agreed not to purchase the goods (other than local grocery products) disposition or services of, acquisition of assets or enter into a commercial relationship with, another personany interest in any business enterprise outside the Ordinary Course of Business; (gxxii) 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, including guaranties referred to in clause (xviii) hereof; (hxxiii) any settlement agreement relating to any claim purchase order or suitcontract for the purchase of raw materials involving $10,000 or more; (ixxiv) any real property lease covering more than 20,000 square feetdistribution, joint marketing or development agreement; (jxxv) any agreement pursuant to which the Company has granted or may grant in the future, to any party, a source-code license or option or other right to use or acquire source-code,; (xxvi) any agreement pursuant to which the Company has developed and/or delivered or has received funds from any Governmental Entity to develop and/or deliver any Intellectual Property; or (xxvii) any other agreement, contract or commitment obligating that involves $25,000 or more or is not cancelable without penalty within thirty (30) days. (b) The Company has delivered to make any payments based on Parent a correct and complete copy of each written agreement (ias amended to date) listed in Part 2.10(a), Part 2.11(q), Part 2.11(r), Part 2.12(a) and Part 2.21(b) of the Company Disclosure Letter and a written summary setting forth the terms and conditions of each oral agreement referred to in such parts of the Company Disclosure Letter (collectively, all such agreements are referred to as the "Contracts"). Except as set forth in Part 2.12(b) of the Company Disclosure Letter, with respect to each such agreement: (A) the number agreement, with respect to the Company and, to the Company's and the Principal Stockholders' Knowledge, all other parties thereto, is legal, valid, binding, enforceable, and in full force and effect in all respects; (B) neither the Company nor, to the Company's or the Principal Stockholders' Knowledge, any other Party is in breach or default, and no event has occurred, which with notice or lapse of users accessing time would constitute a breach or default, or permit termination, modification, or acceleration, under the agreement; (C) no Party has repudiated any website operated by provision of the agreement; and (D) the Company does not have any reason to believe that the service called for thereunder cannot be supplied in accordance with its terms and without resulting in a loss to the Company. Subject to receipt of the consents set forth in Part 6.3(c) of the Company Disclosure Letter, following the Effective Time, the Company will be permitted to exercise all of the Company's rights under such agreements to the same extent the Company would have been able to had the Merger not occurred and without the payment of any additional amounts or any of its subsidiaries (whether measured by registrationsconsideration other than ongoing fees, click-throughs royalties or purchases by such users) or (ii) revenues generated by purchases on any such website; or (payments which the Company would otherwise be required to pay.

Agreements, Contracts and Commitments. As of Except for Employee Plans (as defined in Section 2.21), as contemplated by this Agreement or as set forth on Schedule 2.12, the date hereof, neither Company nor any of its subsidiaries does not have and is not a party to or is bound byto: (ia) any collective bargaining agreement; (b) any agreements that contain any unpaid severance liabilities or obligations; (c) any bonus, deferred compensation, incentive compensation, pension, profit- sharing or retirement plans, or any other employee benefit plans or arrangements; (d) any employment or consulting agreement, contract or commitment with any officer or director or higher level an employee or member of Company's Board of Directors, other than those that are terminable by Company individual consultant or any of its subsidiaries on no more than thirty (30) days' notice without liability salesperson or financial obligation to Company, (ii) any such consulting or sales agreement, contract or commitment with any employee, consultant, shareholder a firm or other person that will result in any obligation organization not terminable by the Company on 30 days' notice without liability except to the extent applicable local law and/or general principles of Company or any of its subsidiaries wrongful termination law may limit the Company's ability to make any payments as a result of the transactions contemplated hereby, (iii) any agreement with any employee, consultant or shareholder of Company pursuant to which Company has loaned or is obligated to loan any money thereto or (iv) any agreement or arrangement providing for severance or termination payterminate such employees; (be) any agreement or plan, including, without limitation, any stock option plan, stock appreciation right 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 the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (cf) any fidelity or surety bond or completion bond; (g) any lease of personal property; (h) any agreement of indemnification of officers, directors or employees of Company or any guaranty of third party indebtedness or of obligations of officers, directors, employees or agents of Companyguaranty; (di) any agreement, contract or commitment containing any covenant limiting in any respect the right freedom of the Company or any of its subsidiaries to engage in any line of business in any geographic area or to compete with any person or granting to any person any interest in Company's distribution rightsperson; (ej) any agreement, contract or commitment currently in force relating to capital expenditures and involving future obligations; (k) any agreement, contract or commitment relating to the disposition or acquisition by Company or any of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which Company has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than Company's subsidiariesenterprise; (f) any agreement, contract or commitment containing exclusivity provisions pursuant to which Company has agreed not to purchase the goods (other than local grocery products) or services of, or enter into a commercial relationship with, another person; (gl) 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, including guaranties referred to in clause (h) hereof; (hm) any settlement agreement relating to any claim purchase order or suitcontract for the purchase of raw materials or acquisition of assets; (in) any real property lease covering more than 20,000 square feetconstruction contracts; (jo) any distribution, joint marketing or development agreement; or (p) any other agreement, contract or commitment obligating Company to make any payments based on which involves $5,000 or more and is not cancelable without penalty within thirty (i30) the number of users accessing any website operated by Company or any of its subsidiaries (whether measured by registrations, click-throughs or purchases by such users) or (ii) revenues generated by purchases on any such website; or (days.

Agreements, Contracts and Commitments. As (a) Section 3.13(a) of the Company Disclosure Schedule lists the following Company Contracts in effect as of the date hereofof this Agreement (each, neither a “Company nor any of its subsidiaries is a party to or is bound by:Material Contract” and collectively, the “Company Material Contracts”): (i) each Company Contract relating to any employment material bonus, deferred compensation, severance, incentive compensation, pension, profit-sharing or consulting agreementretirement plans, contract or commitment with any officer or director or higher level employee or member of Company's Board of Directors, other than those that are terminable by Company or any of its subsidiaries on no more than thirty (30) days' notice without liability other employee benefit plans or financial obligation to Company, arrangements; (ii) each Company Contract requiring payments by the Company after the date of this Agreement in excess of $75,000 relating to the employment of, or the performance of employment-related services by, any such agreementPerson, contract or commitment with any employee, consultant, shareholder or other person that will result in any obligation of Company or any of its subsidiaries to make any payments as a result of the transactions contemplated hereby, (iii) any agreement with including any employee, consultant or shareholder independent contractor, or Entity providing employment related, consulting or independent contractor services, not terminable by the Company on ninety (90) calendar days’ or less notice without liability, except to the extent general principles of Company pursuant wrongful termination Law may limit the Company’s, or such successor’s ability to which Company has loaned or is obligated to loan any money thereto or (iv) any agreement or arrangement providing for severance or termination payterminate employees at will; (biii) any agreement or plan, including, without limitation, any stock option plan, stock appreciation right 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 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) each Company Contract relating to any agreement of indemnification or guaranty not entered into in the Ordinary Course of officers, directors or employees of Company or any guaranty of third party indebtedness or of obligations of officers, directors, employees or agents of CompanyBusiness; (div) any agreement, contract or commitment each Company Contract containing (A) any covenant limiting in any respect the right freedom of the Company or any of its subsidiaries the Surviving Company to engage in any line of business in any geographic area or to compete with any person Person, or granting to limiting the development, manufacture, or distribution of the Company’s products or services (B) any person most-favored pricing arrangement, (C) any interest in Company's distribution rightsexclusivity provision or (D) any non-solicitation provision except for Company Contracts with Persons that are employees or independent contractors; (ev) each Company Contract (A) pursuant to which any agreementPerson granted the Company an exclusive license under any Intellectual Property, contract or commitment currently (B) pursuant to which the Company granted any Person an exclusive license under any Company IP Rights; (vi) each Company Contract relating to capital expenditures and requiring payments after the date of this Agreement in force excess of $100,000 pursuant to its express terms and not cancelable without penalty; (vii) each Company Contract relating to the disposition or acquisition by Company of material assets or any of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which Company has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than Company's subsidiariesEntity; (fviii) any agreement, contract or commitment containing exclusivity provisions pursuant each Company Contract relating to which Company has agreed not to purchase the goods (other than local grocery products) or services of, or enter into a commercial relationship with, another person; (g) any mortgages, indentures, guaranteesloans, loans notes or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of creditcredit in excess of $50,000 or creating any material Encumbrances with respect to any assets of the Company or any loans or debt obligations with officers or directors of the Company; (hix) each Company Contract requiring payment by or to the Company after the date of this Agreement in excess of $50,000 pursuant to its express terms relating to: (A) any settlement distribution agreement relating (identifying any that contain exclusivity provisions), (B) any agreement involving provision of services or products with respect to any claim pre-clinical or suitclinical development activities of the Company, (C) any dealer, distributor, joint marketing, alliance, joint venture, cooperation, development or other agreement currently in force under which the Company has continuing obligations to develop or market any product, technology or service, or any agreement pursuant to which the Company has continuing obligations to develop any Intellectual Property that will not be owned, in whole or in part, by the Company or (D) any Contract to license any patent, trademark registration, service mark registration, trade name or copyright registration to or from any third party to manufacture or produce any product, service or technology of the Company or any Contract to sell, distribute or commercialize any products or service of the Company, in each case, except for Company Contracts entered into in the Ordinary Course of Business; (ix) each Company Contract with any real property lease covering more than 20,000 square feetPerson, including any financial advisor, broker, finder, investment banker or other Person, providing advisory services to the Company in connection with the Contemplated Transactions; (jxi) each Company Contract with a Governmental Authority; (xii) each Company Contract to which the Company is a party or by which any of its assets and properties is currently bound, which involves annual obligations of payment by, or annual payments to, the Company in excess of $50,000; (xiii) a Company Real Estate Lease; or (xiv) any other Company Contract that is not terminable at will (with no penalty or payment) by the Company, and (A) which involves payment or receipt by the Company after the date of this Agreement under any such agreement, contract or commitment obligating of more than $25,000 in the aggregate, or obligations after the date of this Agreement in excess of $25,000 in the aggregate or (B) that is material to the business or operations of the Company taken as a whole. (b) The Company has delivered or made available to make Parent accurate and complete copies of all Company Material Contracts, including all amendments thereto. There are no Company Material Contracts that are not in written form. The Company has not, nor to the Company’s Knowledge, as of the date of this Agreement has any payments based on (i) other party to a Company Material Contract, breached, violated or defaulted under, or received notice that it breached, violated or defaulted under, any of the number terms or conditions of users accessing any website operated by Company Material Contract in such manner as would permit any other party to cancel or terminate any such Company Material Contract, or would permit any other party to seek damages which would reasonably be expected to have a Company Material Adverse Effect. As to the Company, as of the date of this Agreement, each Company Material Contract is valid, binding, enforceable and in full force and effect, subject to the Enforceability Exceptions. No Person is renegotiating, or has a right pursuant to the terms of any Company Material Contract to change, any material amount paid or payable to the Company under any Company Material Contract or any other material term or provision of its subsidiaries (whether measured by registrationsany Company Material Contract, click-throughs and no Person has indicated in writing to the Company that it desires to renegotiate, modify, not renew or purchases by such users) or (ii) revenues generated by purchases on cancel any such website; or (Company Material Contract.

Agreements, Contracts and Commitments. As For purposes of this Section 2.16 “in the aggregate” shall refer to a series of related transactions with a single party or group of related parties. Except as set forth in Section 2.16 of the date hereof, neither Disclosure Schedule (specifying the appropriate paragraph): (a) Neither Company nor any of its subsidiaries Subsidiaries is a party to to, or is it bound by: (i) any employment (1) employment, contractor or consulting agreement, (2) contract or commitment with an Employee or individual consultant, contractor, or salesperson, (3) any agreement, contract or commitment with to grant any officer severance or director termination pay (in cash or higher level employee otherwise) to any Employee, or member of Company's Board of Directors, other than those that are terminable by Company or any of its subsidiaries on no more than thirty (30) days' notice without liability or financial obligation to Company, (ii4) any such contractor, consulting or sales agreement, contract contract, or commitment with any employee, consultant, shareholder a firm or other person that will result in any obligation of Company or any of its subsidiaries to make any payments as a result of the transactions contemplated hereby, (iii) any agreement with any employee, consultant or shareholder of Company pursuant to which Company has loaned or is obligated to loan any money thereto or (iv) any agreement or arrangement providing for severance or termination payorganization; (bii) any agreement or plan, including, without limitation, including any stock option plan, stock appreciation right 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 the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (ciii) 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 individually or $50,000 in the aggregate; (vi) any agreement of indemnification of officers, directors or employees of Company or any guaranty of third party indebtedness or of obligations of officers, directors, employees or agents of Companyguaranty; (dvii) any agreement, Contract, lease or commitment relating to capital expenditures and involving future payments in excess of $25,000 individually or $50,000 in the aggregate; (viii) any agreement, contract or commitment containing any covenant limiting in any respect the right of Company or any of its subsidiaries to engage in any line of business in any geographic area or to compete with any person or granting to any person any interest in Company's distribution rights; (e) any agreement, contract or commitment currently in force relating to the disposition or acquisition by Company of assets (whether tangible or intangible) or any of its subsidiaries after the date of this Agreement of a material amount of assets not interest in any business enterprise outside the ordinary course of business or pursuant to which Company has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than the Company's subsidiaries’s business; (fix) any agreement, contract or commitment containing exclusivity provisions pursuant to which Company has agreed not to purchase the goods (other than local grocery products) or services of, or enter into a commercial relationship with, another personIP Agreements; (gx) 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; (hxi) any settlement agreement relating to any claim purchase order or suitcontract for the purchase of materials involving in excess of $50,000 individually or $100,000 in the aggregate; (ixii) any real property lease covering more than 20,000 square feetconstruction contracts; (jxiii) any dealer, distribution, strategic alliance, joint marketing, affiliate or development agreement; (xiv) any agreement, contract or commitment obligating 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; (xv) any agreement, contract or commitment pursuant to make any payments based on (i) which the number of users accessing any website operated by Company or any of its subsidiaries Subsidiaries has undertaken to, or pursuant to which the receipt of revenue is contingent upon, the delivery or provision of products, technology 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 Company Product; (xvi) any sales representative, original equipment manufacturer, manufacturing, value added, remarketer, reseller, or independent software vendor, or other agreement for use, provision or distribution of the Company Products or other technology of the Company or any of its Subsidiaries; or (xvii) any other agreement, contract, lease or commitment, including, without limitation, or any service, operating or management agreement or arrangement with respect to any of the Leased Real Property, that involves $50,000 individually or $100,000 in the aggregate or more and is not cancelable without penalty within 30 days. (b) Each Contract to which the Company or any of its Subsidiaries is a party or any of its properties or assets (whether measured by registrationstangible 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, click-throughs and is in full force and effect with respect to the Company or purchases by such users) any of its Subsidiaries and, to the Knowledge of the Company, any other party thereto. The Company is in compliance with and has not breached, violated or (ii) revenues generated by purchases on defaulted under, or received notice that it has breached, violated or defaulted under, any of the terms or conditions of any such website; 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 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 or made available 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 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. (d) All outstanding indebtedness of the Company or any of its Subsidiaries may be prepaid without penalty.

Agreements, Contracts and Commitments. As of the date hereof, neither Neither Company nor any of ------------------------------------- its material subsidiaries is a party to or is bound by: (ia) any employment or consulting agreement, contract or commitment with any officer or director or higher level employee or member of Company's Board of Directors, other than those that are terminable by Company or any of its subsidiaries on no more than thirty (30) days' days notice without liability or financial obligation obligation, except to the extent general principles of wrongful termination law may limit Company, (ii) any such agreement, contract or commitment with any employee, consultant, shareholder or other person that will result in any obligation of Company 's or any of its subsidiaries subsidiaries' ability to make any payments as a result of the transactions contemplated hereby, (iii) any agreement with any employee, consultant or shareholder of Company pursuant to which Company has loaned or is obligated to loan any money thereto or (iv) any agreement or arrangement providing for severance or termination payterminate employees at will; (b) any agreement or plan, including, without limitation, any stock option plan, stock appreciation right 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 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 agreement of indemnification of officers, directors or employees of Company or any guaranty other than any agreement of third party indebtedness indemnification entered into in connection with the sale or license of obligations software products in the ordinary course of officers, directors, employees or agents of Companybusiness; (d) any agreement, contract or commitment containing any covenant limiting in any material respect the right of Company or any of its material subsidiaries to engage in any line of business in any geographic area or to compete with any person or granting to any person any interest in Company's exclusive distribution rights; (e) any material agreement, contract or commitment currently in force relating to the disposition or acquisition by Company or any of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which Company has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than Company's subsidiaries; (f) any agreementmaterial joint marketing or development agreement currently in force under which Company or any of its subsidiaries have continuing material obligations to jointly market any product, contract technology or commitment containing exclusivity provisions service and which may not be canceled without penalty upon notice of 90 days or less, or any material agreement pursuant to which Company has agreed or any of its subsidiaries have continuing material obligations to jointly develop any intellectual property that will not to purchase the goods (other than local grocery products) be owned, in whole or services ofin part, by Company or enter into a commercial relationship with, another personany of its subsidiaries and which may not be canceled without penalty upon notice of 90 days or less; (g) 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; (h) any settlement agreement relating to any claim or suit; (i) any real property lease covering more than 20,000 square feet; (j) any agreement, contract or commitment obligating currently in force to provide source code to any third party for any product or technology that is material to Company and its subsidiaries taken as a whole; or (h) any agreement, contract or commitment currently in force to make license any payments based on third party to manufacture or reproduce any Company product, service or technology except as a distributor in the normal course of business. Neither Company nor any of its material subsidiaries, nor to Company's knowledge any other party to a Company Contract (i) as defined below), is in breach, violation or default under, and neither Company nor any of its subsidiaries has received written notice that it has breached, violated or defaulted under, any of the number material terms or conditions of users accessing any website operated by of the agreements, contracts or commitments to which Company or any of its subsidiaries is a party or by which it is bound that are required to be disclosed in the Company Schedules pursuant to clauses (whether measured by registrations, click-throughs a) through (h) above or purchases by such users) or pursuant to Section 2.9 hereof (ii) revenues generated by purchases on any such website; agreement, contract or commitment, a "COMPANY CONTRACT") in such a manner as would permit any other party to cancel or terminate any such Company Contract, or would permit any other party to seek material damages or other remedies (for any or all of such breaches, violations or defaults, in the aggregate).

Agreements, Contracts and Commitments. As Except as disclosed in Section 2.14 of the date hereofDisclosure Schedule or elsewhere in the Disclosure Schedule, neither the Company nor any of its subsidiaries does not have and is not a party to or is bound byto: (ia) any collective bargaining agreements, (b) any agreements that contain any unpaid severance liabilities or obligations, (c) any bonus or incentive compensation plans or arrangements, except for commission plans with sales persons, (d) any employment or consulting agreement, contract or commitment with any officer or director or higher level an employee or member of Company's Board of Directors, other than those that are terminable by Company individual consultant or any of its subsidiaries on no more than thirty (30) days' notice without liability salesperson or financial obligation to Company, (ii) any such consulting or sales agreement, contract or commitment with any employee, consultant, shareholder a firm or other person that will result organization, in any obligation each case which is not terminable by the Company on thirty (30) days notice without liability to the Company, except to the extent general principles of Company or any of its subsidiaries wrongful termination law may limit the Company's ability to make any payments as a result of the transactions contemplated hereby, (iii) any agreement with any employee, consultant or shareholder of Company pursuant to which Company has loaned or is obligated to loan any money thereto or (iv) any agreement or arrangement providing for severance or termination pay;terminate employees at will, (be) any agreement or plan, including, without limitation, any stock option plan, stock appreciation right 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 the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement;, (cf) any fidelity or surety bond or completion bond, (g) any lease of personal property having a value individually in excess of $25,000, (h) any agreement of indemnification or guaranty not entered into in the ordinary course of officers, directors business except for agreements for indemnification provided by the Company to licensees or employees other third parties in connection with the sale or license of Company the Company's software products or any guaranty of third party indebtedness or of obligations of officers, directors, employees or agents of Company;services, (di) any agreement, contract or commitment containing any covenant limiting in any respect the right freedom of the Company or any of its subsidiaries to engage in any line of its business in any geographic area or to compete with any person entity except for agreements not to compete provided by the Company to licensees or granting to any person any interest other third parties in connection with the sale or license of the Company's distribution rights;software products or services, (ej) any agreement, contract or commitment relating to capital expenditures and involving future obligations in excess of $25,000, over the life of any such agreement, contract or commitment, (k) any agreement, contract or commitment currently in force relating to the disposition or acquisition by Company or any of its subsidiaries after the date of this Agreement of a material amount of assets of the Company not in the ordinary course of business or pursuant to which Company has the disposition or acquisition of any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than Company's subsidiaries;enterprise, (f) any agreement, contract or commitment containing exclusivity provisions pursuant to which Company has agreed not to purchase the goods (other than local grocery products) or services of, or enter into a commercial relationship with, another person; (gl) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money by the Company or extension of credit; credit by the Company, including guaranties referred to in clause (h) any settlement agreement relating to any claim or suit;hereof, (im) any real property lease covering more than 20,000 square feet;purchase order or contract for the purchase of raw materials or acquisition of assets involving $5,000 or more, (jn) any construction contracts, (o) any distribution, joint marketing or development agreement, (p) any other agreement, contract or commitment obligating which involves the payment of $50,000 or more by the Company to make and is not cancelable without penalty within thirty (30) days, or (q) any payments based on (i) agreement which has a value of $50,000 or more. The Company has not breached, and has not received in writing any claim, and none of the number of users accessing Major Stockholders has received any website operated by written notice that the Company or has breached, any of its subsidiaries (whether measured by registrationsthe material terms or conditions of any material agreement, click-throughs contract or purchases by commitment to which it is bound that is required to be disclosed in Section 2.14 of the Disclosure Schedule in such users) manner as would permit any other party to cancel or (ii) revenues generated by purchases on any such website; or (terminate the same.

Agreements, Contracts and Commitments. As (a) Schedule 2.19 hereto sets forth a complete and accurate list of the date hereof, neither following Contracts to which the Company nor or any of its subsidiaries Subsidiaries is a party to or by which any of them is bound by:(each, a “Material Company Contract” and collectively, the “Material Company Contracts”): (i) any employment Contract providing for payments (present or consulting agreement, contract or commitment with any officer or director or higher level employee or member of Company's Board of Directors, other than those that are terminable by future) to the Company or any of its subsidiaries on no more than thirty (30) days' notice without liability or financial obligation to Company, Subsidiaries in excess of $1,000,000 in the aggregate; (ii) any such agreement, contract Contract under or commitment with any employee, consultant, shareholder or other person that will result in any obligation respect of which the Company or any of its subsidiaries to make Subsidiaries presently have any payments as a result liability or obligation of any nature whatsoever (absolute, contingent or otherwise) in excess of $500,000 in the transactions contemplated hereby, aggregate; (iii) any agreement with Contract for or relating to any employee, consultant borrowing of money by or shareholder of Company pursuant to which Company has loaned or is obligated to loan any money thereto or (iv) any agreement or arrangement providing for severance or termination pay; (b) any agreement or plan, including, without limitation, any stock option plan, stock appreciation right plan or stock purchase plan, any of from 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 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 agreement of indemnification of officers, directors or employees of Company or any guaranty of third party indebtedness or of obligations of officers, directors, employees or agents of Company; (d) any agreement, contract or commitment containing any covenant limiting in any respect the right of Company or any of its subsidiaries to engage in any line of business in any geographic area Subsidiaries and by or to compete with any person officer, director, employee or granting to any person any interest in Company's distribution rights; (e) any agreement, contract or commitment currently in force relating to shareholder of the disposition or acquisition by Company or any of its subsidiaries after Subsidiaries (“Insider”); (iv) any Contract for or relating to any borrowing of money from an Insider by the date Company; (v) any guaranty, direct or indirect, by the Company, a Subsidiary or any Insider of this Agreement the Company of a material amount any obligation for borrowings, or otherwise, excluding endorsements made for collection in the ordinary course of assets not business; (vi) any Contract of employment or management; (vii) any Contract made other than in the ordinary course of business or pursuant to which Company has (x) providing for the grant of any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than Company's subsidiaries; (f) any agreement, contract or commitment containing exclusivity provisions pursuant to which Company has agreed not preferential rights to purchase or lease any asset of the goods (other than local grocery products) or services of, or enter into a commercial relationship with, another person; (g) 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; (h) any settlement agreement relating to any claim or suit; (i) any real property lease covering more than 20,000 square feet; (j) any agreement, contract or commitment obligating Company to make any payments based on (i) the number of users accessing any website operated by Company or any of its subsidiaries (whether measured by registrations, click-throughs or purchases by such users) Subsidiaries or (iiy) revenues generated providing for any right (exclusive or non-exclusive) to sell or distribute, or otherwise relating to the sale or distribution of, any product or service of the Company or any of its Subsidiaries; (viii) any Contract providing for the obligation to register any share capital or other securities of the Company or any of its Subsidiaries with any Governmental Entity; (ix) any Contract providing for the obligation to make payments, contingent or otherwise, arising out of the prior acquisition of the business, assets or shares of other Persons; (x) any collective bargaining agreement with any labor union; (xi) any lease or similar arrangement for the use by purchases on the Company or any of its Subsidiaries of real property or personal property where the annual lease payments are greater than $100,000 (other than any lease of vehicles, office equipment or operating equipment made in the ordinary course of business); (xii) any Contract granting or purporting to grant, or otherwise in any way relating to, any mineral rights or any other interest (including, without limitation, a leasehold interest) in real property; and (xiii) any Contract to which any Insider of the Company or any of its Subsidiaries, or any entity owned or controlled by an Insider, is a party. (b) Each Material Company Contract was entered into in the ordinary course, is in full force and effect and, to the Company’s Knowledge, is valid and binding upon and enforceable against each of the parties thereto, except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally or by principles governing the availability of equitable remedies. True, correct and complete copies of all Material Company Contracts (or written summaries in the case of oral Material Company Contracts) have been made available to Parent or Parent’s counsel. (c) Except as set forth in Schedule 2.19, neither the Company nor, to the best of the Company’s Knowledge, any other party thereto is in breach of or in default under, and no event has occurred which with notice or lapse of time or both would become a breach of or default under, any Material Company Contract, and no party to any Material Company Contract has given any written notice of any claim of any such website; breach, default or (event, which, individually or in the aggregate, are reasonably likely to have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole.

Agreements, Contracts and Commitments. As of the date hereof, neither (a) Neither Company nor any of its subsidiaries Subsidiaries is a party to or is bound by: (i) any employment or consulting agreement, contract or commitment with any executive officer or director or higher level employee or member of Company's the Board of DirectorsDirectors of Company, other than those that are terminable by Company or any of its subsidiaries Subsidiaries on no more than thirty (30) days' notice without liability Liability or financial obligation to Company, ; (ii) any such agreement, contract or commitment with any employee, consultant, shareholder or other person that will result in any obligation of Company or any of its subsidiaries to make any payments as a result of the transactions contemplated hereby, (iii) any agreement with any employee, consultant or shareholder of Company pursuant to which Company has loaned or is obligated to loan any money thereto or (iv) any agreement or arrangement providing for severance or termination pay; (b) any agreement or plan, including, without limitation, any stock option plan, stock appreciation right 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 the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (ciii) any agreement of indemnification of officers, directors or employees of Company or any guaranty other than any agreement of third party indebtedness indemnification entered into in connection with the sale or license of obligations products or services in the ordinary course of officers, directors, employees or agents of Companybusiness; (div) any agreement, contract or commitment containing any covenant limiting in any respect the right of Company or any of its subsidiaries Subsidiaries to engage in any line of business in any geographic area or to compete with any person or granting to any person any interest in Company's exclusive distribution rights; (ev) any agreement, contract or commitment currently in force relating to the disposition or acquisition by Company or any of its subsidiaries Subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which Company has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than Company's subsidiaries;its Subsidiaries; or (f) any agreement, contract or commitment containing exclusivity provisions pursuant to which Company has agreed not to purchase the goods (other than local grocery products) or services of, or enter into a commercial relationship with, another person; (gvi) 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;. (hb) Neither Company nor any settlement agreement relating of its Subsidiaries, nor to the knowledge of Company any claim other party to a Company Contract (as defined below), is in breach, violation or suit; (i) default under, and neither Company nor any real property lease covering more than 20,000 square feet; (j) of its Subsidiaries has received written notice that it has breached, violated or defaulted under, any agreementof the material terms or conditions of any of the agreements, contract contracts or commitment obligating Company commitments to make any payments based on (i) the number of users accessing any website operated by which Company or any of its subsidiaries Subsidiaries is a party or by which Company or any of its Subsidiaries is bound that are required to be disclosed in the Company Schedules pursuant to this Agreement (whether measured by registrations, click-throughs or purchases by such users) or (ii) revenues generated by purchases on any such website; agreement, contract or commitment, a "COMPANY CONTRACT") in such a manner as would permit any other party to cancel or terminate any such Company Contract, or would permit any other party to seek material damages or other material remedies (for any or all of such breaches, violations or defaults, or all of them in the aggregate).

Agreements, Contracts and Commitments. As of the date hereof, neither Neither Company nor any of its subsidiaries is a party to or is bound by: (ia) any employment or consulting agreement, contract or commitment with any officer or director or higher level employee or member of Company's Board of Directors, other than those that are terminable by Company or any of its subsidiaries on no more than thirty (30) days' notice without liability or financial obligation to the Company, (ii) any such agreement, contract or commitment with any employee, consultant, shareholder or other person that will result in any obligation of Company or any of its subsidiaries to make any payments as a result of the transactions contemplated hereby, (iii) any agreement with any employee, consultant or shareholder of Company pursuant to which Company has loaned or is obligated to loan any money thereto or (iv) any agreement or arrangement providing for severance or termination pay; (b) any agreement or plan, including, without limitation, any stock option plan, stock appreciation right 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 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 agreement of indemnification of officers, directors or employees of Company or any guaranty other than any agreement of third party indebtedness indemnification entered into in connection with the sale or license of obligations software products or services in the ordinary course of officers, directors, employees or agents of Companybusiness; (d) any agreement, contract or commitment containing any covenant limiting in any respect the right of Company or any of its subsidiaries to engage in any line of business in any geographic area or to compete with any person or granting to any person any interest in Company's exclusive distribution rights; (e) any agreement, contract or commitment currently in force relating to the disposition or acquisition by Company or any of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which Company or any of its subsidiaries has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than Company's subsidiaries; (f) any dealer, distributor, joint marketing or development agreement currently in force under which Company or any of its subsidiaries have continuing material obligations to jointly market any product, technology or service and which may not be canceled without penalty upon notice of ninety (90) days or less, or any material agreement pursuant to which Company or any of its subsidiaries have continuing material obligations to jointly develop any intellectual property that will not be owned, in whole or in part, by Company or any of its subsidiaries and which may not be canceled without penalty upon notice of ninety (90) days or less; (g) any agreement, contract or commitment containing exclusivity provisions pursuant currently in force to which provide source code to any third party for any product or technology that is material to Company has agreed not to purchase the goods (other than local grocery products) or services of, or enter into and its subsidiaries taken as a commercial relationship with, another personwhole; (gh) any agreement, contract or commitment currently in force to license any third party to manufacture or reproduce any Company product, service or technology or any agreement, contract or commitment currently in force to sell or distribute any Company products, service or technology except agreements with distributors or sales representative in the normal course of business cancelable without penalty upon notice of ninety (90) days or less and substantially in the form previously provided to Parent; (i) 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; (h) any settlement agreement relating to any claim or suit; (i) any real property lease covering more than 20,000 square feet; (j) any material settlement agreement entered into within five (5) years prior to the date of this Agreement; or (k) any other agreement, contract or commitment obligating under which Company or a subsidiary is contractually obligated to make or entitled to receive payments of $250,000 or more individually. Neither Company nor any payments based on of its subsidiaries, nor to Company's knowledge any other party to a Company Contract (i) as defined below), is in breach, violation or default under, and neither Company nor any of its subsidiaries has received written notice that it has breached, violated or defaulted under, any of the number material terms or conditions of users accessing any website operated by of the agreements, contracts or commitments to which Company or any of its subsidiaries is a party or by which it is bound that are required to be disclosed in the Company Schedule (whether measured by registrations, click-throughs or purchases by such users) or (ii) revenues generated by purchases on any such website; agreement, contract or commitment, a "COMPANY CONTRACT") in such a manner as would permit any other party to cancel or terminate any such Company Contract, or would permit any other party to seek material damages or other remedies (for any or all of such breaches, violations or defaults, in the aggregate).

Agreements, Contracts and Commitments. As (a) Section 2.12(a) of the date hereof, neither Company nor any Schedule sets forth all contracts that are material to the business or operations of the Company (including its subsidiaries) or which by their terms seek to limit or define those activities in which the Company and its subsidiaries is (or the Surviving Corporation would be) permitted or required to engage or which require any consent, approval or waiver by the other parties thereto in connection with this Agreement, any Ancillary Agreement, or the consummation of the transactions contemplated hereby or thereby (collectively, the “Material Contracts”). Except as set forth in Section 2.12(a) of the Company Schedule, the Company does not have, is not a party to or nor is it bound by: (i) any collective bargaining agreements; (ii) any agreements or arrangements that contain any severance pay or post-employment liabilities or obligations; (iii) any bonus, deferred compensation, pension, profit sharing or retirement plans, or any other employee benefit plans or arrangements; (iv) any employment or consulting agreement, contract or commitment with any officer or director or higher level an employee or member of Company's Board of Directors, other than those that are terminable by Company individual consultant or any of its subsidiaries on no more than thirty (30) days' notice without liability salesperson or financial obligation to Company, (ii) any such consulting or sales agreement, contract or commitment with any employee, consultant, shareholder a firm or other person that will result in any obligation of Company or any of its subsidiaries to make any payments as a result of the transactions contemplated hereby, organization; (iii) any agreement with any employee, consultant or shareholder of Company pursuant to which Company has loaned or is obligated to loan any money thereto or (ivv) any agreement or arrangement providing for severance or termination pay; plan (b) any agreement or plan, including, without limitation, any stock option plan, stock appreciation right 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 the Ancillary Agreements or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreementhereby or thereby; (cvi) any fidelity or surety bond or completion bond; (vii) any lease of real or personal property involving future payments in excess of $25,000, other than as set forth in Section 2.10(a) of the Company Schedule; (viii) any agreement of indemnification of officersindemnification, directors warranty, guaranty or employees of suretyship or otherwise obligating the Company or any guaranty subsidiary to assume or incur any obligation or liability of a third party indebtedness or party, except as described in Section 2.12(a)(vii) of obligations of officers, directors, employees or agents of Companythe Company Schedule; (dix) any agreement, contract or commitment containing any covenant limiting in any respect the right freedom of the Company or any of its subsidiaries to engage in any line of business in any geographic area or to compete with any person or granting to any person any interest in Company's distribution rightsperson; (ex) any agreement, contract or commitment currently relating to capital expenditures or involving future payments in force excess of $10,000 in any single year or in any specific circumstance; (xi) any agreement, arrangement, right, contract or commitment relating to the disposition or acquisition by Company of assets, properties or any interest in any business enterprise, in each case outside of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which Company has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than the Company's subsidiaries’s business; (fxii) any mortgage, indenture, loan or credit agreement, contract or commitment containing exclusivity provisions pursuant to which Company has agreed not to purchase the goods (other than local grocery products) or services of, or enter into a commercial relationship with, another person; (g) any mortgages, indentures, guarantees, loans or credit agreements, security agreements agreement or other agreements agreement or instruments instrument relating to the borrowing of money or extension of credit, including guaranties or instruments of surety referred to in subparagraph (vi) above, other than the lines of credit described in Section 2.31 of the Company Schedule, all of which will be paid in full and terminated as of the Effective Time, unless Parent requests otherwise reasonably prior to such time; (hxiii) any settlement agreement relating to any claim purchase order or suitcontract for the purchase of raw materials or the provision of services involving $10,000 or more, other than purchases in the ordinary course of business; (ixiv) any real property lease covering more than 20,000 square feetconstruction contracts; (jxv) any distribution, joint marketing, licensing or development agreement; (xvi) any insurance policies, other than as described in Section 2.25 of the Company Schedules; (xvii) any other agreement, contract or commitment that involves or could result in aggregate payments to or by the Company of $25,000 or more or is not cancelable by the Company without penalty within thirty (30) days. (b) The Company and its subsidiaries have 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 agreement, contract or commitment obligating Company to make any payments based on which it is a party or by which it or its assets or properties are or may be bound (i) the number of users accessing any website operated by Company or any of its subsidiaries (whether measured by registrations, click-throughs or purchases by such users) or (ii) revenues generated by purchases on any such website; agreement, contract or commitment, a “Contract”). Each Contract is in full force and effect and is not subject to any breach, default or violation thereunder of which the Company has knowledge by any party obligated to the Company pursuant thereto. The Company has obtained, or will obtain prior to the Effective Time, all necessary consents, waivers and approvals of parties to any Contract (including the Material Contracts) as are required or prudent to obtain in connection with the Merger and the other transactions contemplated hereby and by the Ancillary Agreements (the “Requisite Consents”).

Agreements, Contracts and Commitments. As of Except as set forth in the date hereofMetaTools Schedules, neither Company MetaTools nor any of its subsidiaries is a party to or is bound by: : (ia) any employment or consulting agreement, contract or commitment with any officer or director or higher level employee or member of Company's MetaTools' Board of Directors, other than those that are terminable by Company MetaTools or any of its subsidiaries on no more than thirty (30) days' days notice without liability or financial obligation obligation, except to Company, (ii) any such agreement, contract or commitment with any employee, consultant, shareholder or other person that will result in any obligation the extent general principles of Company wrongful termination law may limit MetaTools' or any of its subsidiaries subsidiaries' ability to make any payments as a result of the transactions contemplated hereby, (iii) any agreement with any employee, consultant or shareholder of Company pursuant to which Company has loaned or is obligated to loan any money thereto or (iv) any agreement or arrangement providing for severance or termination pay; terminate employees at will; (b) any agreement or plan, including, without limitation, any stock option plan, stock appreciation right 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 the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement;; 20 (c) any agreement of indemnification or guaranty not entered into in the ordinary course of officers, directors or employees of Company business other than indemnification agreements between MetaTools or any guaranty of third party indebtedness its subsidiaries and any of its officers or of obligations of officers, directors, employees or agents of Company; ; (d) any agreement, contract or commitment containing any covenant limiting in any respect the right freedom of Company MetaTools or any of its subsidiaries to engage in any line of business in any geographic area or to compete with any person or granting to any person any interest in Company's exclusive distribution rights; ; (e) any agreement, contract or commitment currently in force relating to the disposition or acquisition by Company or any of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which Company has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than Company's subsidiaries; enterprise; or (f) any material joint marketing or development agreement. Neither MetaTools nor any of its subsidiaries, contract nor to MetaTools' knowledge any other party to a MetaTools Contract (as defined below), has breached, violated or commitment containing exclusivity provisions pursuant defaulted under, or received notice that it has breached violated or defaulted under, any of the material terms or conditions of any of the agreements, contracts or commitments to which Company has agreed not to purchase the goods (other than local grocery products) or services of, or enter into a commercial relationship with, another person; (g) 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; (h) any settlement agreement relating to any claim or suit; (i) any real property lease covering more than 20,000 square feet; (j) any agreement, contract or commitment obligating Company to make any payments based on (i) the number of users accessing any website operated by Company MetaTools or any of its subsidiaries is a party or by which it is bound of the type described in clauses (whether measured by registrations, click-throughs or purchases by such usersa) or through (iil) revenues generated by purchases on above (any such website; agreement, contract or (commitment, a "METATOOLS CONTRACT") in such a manner as would permit any other party to cancel or terminate any such MetaTools Contract, or would permit any other party to seek damages, which would be reasonably likely to be material to MetaTools.

Agreements, Contracts and Commitments. As of the date hereof(a) The Company does not have, neither Company nor any of its subsidiaries is a party to or is not bound by: (i) any contract, license or agreement to which the Company is a party (A) with respect to Company Intellectual Property licensed or transferred to any third party or (B) pursuant to which a third party has licensed or transferred any Intellectual Property to the Company, with a value or cost in excess of $25,000; (ii) any employment or consulting agreement, contract or commitment with any officer or director or higher level an employee or member of Company's Board of Directors, other than those that are terminable by Company individual consultant or any of its subsidiaries on no more than thirty (30) days' notice without liability salesperson or financial obligation to Company, (ii) any such consulting or sales agreement, contract or commitment with any employee, consultant, shareholder a firm or other person that will result in any obligation of Company or any of its subsidiaries to make any payments as a result of the transactions contemplated hereby, (iii) any agreement with any employee, consultant or shareholder of Company pursuant to which Company has loaned or is obligated to loan any money thereto or (iv) any agreement or arrangement providing for severance or termination payorganization; (biii) any agreement or plan, including, without limitation, any stock option plan, stock appreciation right 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 the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (civ) any agreement of indemnification of officers, directors fidelity or employees of Company surety bond or any guaranty of third party indebtedness or of obligations of officers, directors, employees or agents of Companycompletion bond; (dv) any lease of personal property with fixed annual rental payments in excess of $25,000; (vi) any contract, license or agreement between the Company and any third party wherein or whereby the Company has agreed to, or assumed, any obligation or duty to warrant, indemnify, hold harmless or otherwise assume or incur any obligation or liability with respect to the infringement or misappropriation by the Company or such third party of the Intellectual Property of any third party; (vii) any agreement, contract or commitment containing any covenant limiting in any respect the right freedom of the Company or any of its subsidiaries to engage in any line of business in any geographic area or to compete with any person or granting to any person any interest in Company's distribution rightsperson; (eviii) any agreement, contract or commitment currently in force relating to the disposition or acquisition by Company or any capital expenditures and involving future payments in excess of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which Company has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than Company's subsidiaries$25,000; (fix) any agreement, contract or commitment containing exclusivity provisions pursuant relating to which Company has agreed not to purchase the goods (other than local grocery products) disposition or services of, acquisition of assets or enter into a commercial relationship with, another personany interest in any business enterprise outside the ordinary course of the Company's business; (gx) 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 trade credit; (hxi) any settlement agreement relating to any claim purchase order or suitcontract for the purchase of materials involving $25,000 or more; (ixii) any real property lease covering more than 20,000 square feetconstruction contracts; (jxiii) any distribution, joint marketing or development agreement; or (xiv) any other agreement, contract or commitment obligating that involves $25,000 or more or is not cancelable without penalty within thirty (30) days. (b) The Company to make any payments based on (i) the number of users accessing any website operated by 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 its subsidiaries the terms or conditions of any agreement, contract, license or commitment to which it is a party or by which it is bound (whether measured by registrations, click-throughs or purchases by such users) or (ii) revenues generated by purchases on any such website; agreement, contract, license or (commitment, a "Contract"), and the Company is not 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 is in full force and effect, and, to the knowledge of the Company, all other parties to each Contract are in compliance with, and have not breached any term of, such Contract. 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 to remain in effect without modification after the Closing. Following the Effective Time, the Company will be permitted to exercise all of the Company's rights under the Contracts to the same extent the Company would have been able to had the Merger not occurred and without the payment of any additional amounts or consideration other than ongoing fees, royalties or payments which the Company would otherwise be required to pay.

Agreements, Contracts and Commitments. As (a) Except as listed in Part 2.9(a) of the Advaxis Disclosure Schedule, as of the date hereofof this Agreement, neither Company Advaxis nor any of its subsidiaries Subsidiaries is a party to or is bound byby any: (i) any employment Advaxis Contract that would be required to be filed by Advaxis as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act or consulting agreement, contract disclosed on a Current Report on Form 8-K that has not been filed or commitment with any officer or director or higher level employee or member of Company's Board of Directors, other than those that are terminable incorporated by Company or any of its subsidiaries on no more than thirty (30) days' notice without liability or financial obligation to Company, reference in the Advaxis SEC Reports; (ii) Advaxis Contract relating to any such agreementbonus, contract deferred compensation, severance, incentive compensation, pension, profit-sharing or commitment with any employeeretirement plans, consultant, shareholder or other person that will result in any obligation of Company or any of its subsidiaries to make any payments as a result of the transactions contemplated hereby, other employee benefit plans or arrangements; (iii) Advaxis Contract relating to the employment of, or the performance of employment-related services by, any agreement with Person, including any employee, consultant or shareholder independent contractor, not terminable by Advaxis or its Subsidiaries on ninety (90) days’ notice without liability, except to the extent general principles of Company pursuant wrongful termination law may limit Advaxis’, its Subsidiaries’ or such successor’s ability to which Company has loaned or is obligated to loan any money thereto or terminate employees at will; (iv) any agreement or arrangement providing for severance or termination pay; (b) Advaxis Contract relating to any agreement or plan, including, without limitation, including any stock option plan, stock appreciation right 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 Transactions, including the Merger (either alone or in conjunction with any other event, such as termination of employment), or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this AgreementTransactions; (cv) indenture, credit agreement, loan agreement, security agreement, guarantee, note, mortgage or other evidence of indebtedness, in each case providing for indebtedness in excess of $100,000, other than indebtedness solely between or among any agreement of indemnification Advaxis and any of officers, directors or employees of Company or any guaranty of third party indebtedness or of obligations of officers, directors, employees or agents of Companyits wholly owned Subsidiaries; (dvi) Advaxis Contract relating to any agreement, contract or commitment containing any covenant limiting in any respect the right freedom of Advaxis, its Subsidiaries or the Surviving Company or any of its subsidiaries to engage in any line of business in any geographic area or to compete with any person or granting to any person any interest in Company's distribution rightsPerson; (evii) Advaxis Contract that contains a put, call, right of first refusal or similar right pursuant to which Advaxis or any of its Subsidiaries would be required to purchase or sell, as applicable, any equity interests of any Person; (viii) material settlement agreement or similar agreement with a Governmental Authority to which Advaxis or any of its Subsidiaries is a party that contains material obligations or limitations on Advaxis’ or such Subsidiary’s conduct; (ix) Advaxis Contract relating to any agreement, contract or commitment relating to capital expenditures and involving obligations after the date of this Agreement in excess of $100,000 and not cancelable without penalty; (x) Advaxis Contract relating to any agreement, contract or commitment currently in force relating to the disposition or acquisition of material assets or any ownership interest in any Entity in excess of $100,000; (xi) Advaxis Contract relating to (i) any distribution agreement (identifying any that contain exclusivity provisions); (ii) any agreement involving provision of services or products with respect to any pre-clinical or clinical development activities of Advaxis (iii) any dealer, distributor, joint marketing, alliance, joint venture, cooperation, development or other agreement currently in force under which Advaxis or its Subsidiaries has continuing obligations to develop or market any product, technology or service, or any agreement pursuant to which Advaxis or its Subsidiaries has continuing obligations to develop any Intellectual Property that will not be owned, in whole or in part, by Company Advaxis or such Subsidiary; or (iv) any Contract currently in force to license any third party to manufacture or produce any Advaxis product, service or technology or any Contract currently in force to sell, distribute or commercialize any Advaxis products or service, except, in each case, agreements entered in the Ordinary Course of Business; (xii) Advaxis Contract with any Person, including any financial advisor, broker, finder, investment banker or other Person, providing advisory services to Advaxis in connection with the transactions set forth in this Agreement, including the Merger; (xiii) Advaxis Contract pursuant to which any Advaxis IP Rights are licensed by or to Advaxis or any of its subsidiaries Subsidiaries, other than (A) “shrink wrap” or other licenses for generally commercially available software (including open source software) or hosted services, (B) customer or channel partner Advaxis Contracts substantially on Advaxis’ or any of its Subsidiaries’ standard forms, (C) Advaxis Contracts that authorizes Advaxis or any of its Subsidiaries to identify another Person as a customer, vendor, supplier or partner or that authorizes another Person to identify Advaxis or any of its Subsidiaries as a customer, vendor, supplier or partner of such Person, (D) Advaxis Contracts that provide a limited, non-exclusive license to use the trademarks included in the Advaxis IP Rights to promote any products or services of Advaxis or its Subsidiaries or to otherwise provide such products or services to others, (E) Advaxis Contracts with Advaxis’ or its Subsidiaries’ employees or contractors substantially on Advaxis’ or its Subsidiaries’ standard forms, and (F) non-disclosure agreements (the “Advaxis Standard Contracts”); or (xiv) other agreement, contract or commitment (i) which involves payment or receipt by Advaxis or its Subsidiaries under any such agreement, contract or commitment of $100,000 or more in the aggregate or obligations after the date of this Agreement in excess of a material amount $100,000 in the aggregate, or (ii) that may not be terminable with no liability or cost within ninety (90) days. Each such Contract described in clauses (a) through (n) is referred to herein as an “Advaxis Material Contract”. (b) Advaxis has delivered to Biosight accurate and complete (except for applicable redactions thereto) copies of assets all Advaxis Material Contracts, including all amendments thereto. There are no Advaxis Material Contracts that are not in written form. Except as would not reasonably be expected to have, individually or in the ordinary course of business or pursuant to which Company has any material ownership interest in any corporationaggregate, partnershipan Advaxis Material Adverse Effect, joint venture or other business enterprise other than Company's subsidiaries; (f) any agreement, contract or commitment containing exclusivity provisions pursuant to which Company has agreed not to purchase the goods (other than local grocery products) or services of, or enter into a commercial relationship with, another person; (g) 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; (h) any settlement agreement relating to any claim or suit; (i) neither Advaxis nor any real property lease covering more than 20,000 square feet; of its Subsidiaries is (jand, to the Knowledge of Advaxis, no other party is) in default under or breach of any agreementContract to which Advaxis is a party, contract there are no events or commitment obligating Company conditions, including with respect to make any payments based events or conditions as a result of the COVID-19 pandemic, which constitute, or, after notice or lapse of time or both, will constitute, a default on (i) the number part of users accessing any website operated by Company Advaxis or any of its subsidiaries (whether measured by registrationsSubsidiaries or, click-throughs or purchases by to the Knowledge of Advaxis, any counterparty under such users) or Advaxis Contract, (ii) revenues generated each of the Advaxis Material Contracts is in full force and effect and is a valid, binding and enforceable obligation of Advaxis and its Subsidiaries, except (A) that such enforcement may be subject to the Bankruptcy and Equity Exception, (B) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceedings therefor may be brought, and (C) to the extent that any Advaxis Material Contract expires in accordance with its terms, and (iii) Advaxis and its Subsidiaries have performed all respective material obligations required to be performed by purchases on any such website; or (them to date under the Advaxis Material Contracts to which they are a party.

Agreements, Contracts and Commitments. As of the date hereof, neither Neither Company nor any of its ------------------------------------- subsidiaries is a party to or is bound by: (ia) any employment or consulting agreement, contract or commitment with any officer or director or higher level employee or member of Company's Board of Directors, other than those that are terminable by Company or any of its subsidiaries on no more than thirty (30) days' notice without liability or financial obligation to the Company, (ii) any such agreement, contract or commitment with any employee, consultant, shareholder or other person that will result in any obligation of Company or any of its subsidiaries to make any payments as a result of the transactions contemplated hereby, (iii) any agreement with any employee, consultant or shareholder of Company pursuant to which Company has loaned or is obligated to loan any money thereto or (iv) any agreement or arrangement providing for severance or termination pay; (b) any agreement or plan, including, without limitation, any stock option plan, stock appreciation right 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 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 agreement of indemnification of officers, directors or employees of Company or any guaranty other than any agreement of third party indebtedness indemnification entered into in connection with the sale or license or purchase of obligations products or services in the ordinary course of officers, directors, employees or agents of Companybusiness; (d) any agreement, contract or commitment containing any covenant limiting in any material respect the right of Company or any of its subsidiaries to engage in any line of business in any geographic area or to compete with any person or granting to any person any interest in Company's exclusive distribution rights; (e) any agreement, contract or commitment currently in force relating to the disposition or acquisition by Company or any of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which Company or any of its subsidiaries has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than Company's subsidiaries; (f) any agreementdealer, contract distributor, joint marketing or commitment containing exclusivity provisions development agreement currently in force under which Company or any of its subsidiaries have continuing material obligations to jointly market any product, technology or service and which may not be canceled without penalty upon notice of ninety (90) days or less, or any material agreement pursuant to which Company has agreed or any of its subsidiaries have continuing material obligations to jointly develop any intellectual property that will not to purchase the goods be owned, in whole or in part, by Company or any of its subsidiaries and which may not be canceled without penalty upon notice of ninety (other than local grocery products90) days or services of, or enter into a commercial relationship with, another personless; (g) any agreement, contract or commitment currently in force to provide source code to any third party for any product or technology that is material to Company and its subsidiaries taken as a whole; (h) any material agreement, contract or commitment, other than standard end-user license agreements and related maintenance and support agreements entered into in the ordinary course of business, currently in force to license any third party to manufacture or reproduce any Company product, service or technology or any material agreement, contract or commitment currently in force to sell or distribute any Company products, service or technology except agreements with distributors or sales representative in the normal course of business cancelable without penalty upon notice of ninety (90) days or less and substantially in the form previously provided to Parent; (i) any mortgages, leases, indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit; (hj) any settlement agreement relating entered into within five (5) years prior to any claim or suit;the date of this Agreement; or (ik) any real property lease covering more than 20,000 square feet; (j) any other agreement, contract or commitment obligating that has a value of $250,000 or more individually. Neither Company nor any of its subsidiaries, nor to make Company's knowledge any payments based on other party to a Company Contract (i) as defined below), is in breach, violation or default under, and neither Company nor any of its subsidiaries has received written notice that it has breached, violated or defaulted under, any of the number material terms or conditions of users accessing any website operated by of the agreements, contracts or commitments to which Company or any of its subsidiaries is a party or by which it is bound that are required to be disclosed in the Company Schedule (whether measured by registrations, click-throughs or purchases by such users) or (ii) revenues generated by purchases on any such website; agreement, contract or (commitment, a "Company Contract") in such a manner as would permit any other party to cancel or terminate any such Company Contract, or would reasonably be expected, either individually or in the aggregate, to result in a Material Adverse Effect on Company.

Agreements, Contracts and Commitments. As of Except as set forth in the date hereofCompany Schedules, neither the Company nor any of its subsidiaries is a party to or is bound by: (i) any employment or consulting agreement, contract or commitment with any officer or director or higher level employee or member of the Company's Board of Directors, other than those that are terminable by the Company or any of its subsidiaries on no more than thirty (30) days' days notice without liability or financial obligation obligation, except to the extent general principles of wrongful termination law may limit the Company, (ii) any such agreement, contract or commitment with any employee, consultant, shareholder or other person that will result in any obligation of Company 's or any of its subsidiaries subsidiaries' ability to make any payments as a result of the transactions contemplated hereby, (iii) any agreement with any employee, consultant or shareholder of Company pursuant to which Company has loaned or is obligated to loan any money thereto or (iv) any agreement or arrangement providing for severance or termination payterminate employees at will; (bii) any agreement or plan, including, without limitation, any stock option plan, stock appreciation right plan, stock purchase plan or restricted stock purchase planagreement, 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 the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement;; 23 (ciii) any agreement of indemnification or guaranty not entered into in the ordinary course of officers, directors or employees of business other than indemnification agreements between the Company or any guaranty of third party indebtedness its subsidiaries and any of its officers or of obligations of officers, directors, employees or agents of Company; (div) any agreement, contract or commitment containing any covenant limiting in any respect the right freedom of the Company or any of its subsidiaries to engage in any line of business in any geographic area or to compete with any person or granting to any person any interest in Company's exclusive distribution rights; (ev) any agreement, contract or commitment currently in force relating to the disposition or acquisition by Company or any of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which Company has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than enterprise; or (vi) any material joint marketing or development agreement. Neither the Company nor any of its subsidiaries, nor to the Company's subsidiaries; knowledge any other party to a Company Contract (fas defined below), has breached, violated or defaulted under, or received notice that it has breached violated or defaulted under, any of the material terms or conditions of any of the agreements, contracts or commitments to which the Company or any of its subsidiaries is a party or by which it is bound of the type described in clauses (i) through (vi) above (any such agreement, contract or commitment, as well as any agreement, contract or commitment containing exclusivity provisions pursuant that is an exhibit to which any Company has agreed not Report, a "COMPANY CONTRACT") in such a manner as would permit any other party to purchase the goods (other than local grocery products) cancel or services ofterminate any such Company Contract, or enter into a commercial relationship withwould permit any other party to seek damages, another person; (g) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments relating which would be reasonably likely to be material to the borrowing of money or extension of credit; (h) any settlement agreement relating to any claim or suit; (i) any real property lease covering more than 20,000 square feet; (j) any agreement, contract or commitment obligating Company to make any payments based on (i) the number of users accessing any website operated by Company or any of its subsidiaries (whether measured by registrations, click-throughs or purchases by such users) or (ii) revenues generated by purchases on any such website; or (Company.

Agreements, Contracts and Commitments. As of Except as set forth n the date hereofattached Schedule A, neither the Company nor any of its subsidiaries is a party to or is bound by: (ia) any Any employment or consulting agreement, contract or commitment with any officer or director or higher level employee or member of the Company's Board of Directors, other than those that are terminable by the Company or any of its subsidiaries on no more than thirty (30) days' days notice without liability or financial obligation to Company, (ii) any such agreement, contract or commitment with any employee, consultant, shareholder or other person that will result in any obligation of Company or any of its subsidiaries to make any payments as a result of the transactions contemplated hereby, (iii) any agreement with any employee, consultant or shareholder of Company pursuant to which Company has loaned or is obligated to loan any money thereto or (iv) any agreement or arrangement providing for severance or termination payobligation; (b) any Any agreement or plan, including, without limitation, any stock option plan, stock appreciation right 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 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 Any agreement of indemnification or guaranty not entered into in the ordinary course of officers, directors or employees of business other than indemnification agreements between the Company or any guaranty of third party indebtedness its subsidiaries and any of its officers or of obligations of officers, directors, employees or agents of Company; (d) any Any agreement, contract or commitment containing any covenant limiting in any respect the right freedom of the Company or any of its subsidiaries to engage in any line of business in any geographic area or to compete with any person or granting to any person any interest in Company's exclusive distribution rights; (e) any Any agreement, contract or commitment currently in force relating to the disposition or acquisition by Company or any of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which Company has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than Company's subsidiaries;enterprise; or (f) Any material joint marketing or development agreement. Neither the Company nor any agreementof its subsidiaries, contract nor to the Company's knowledge any other party to a Company Contract (as defined herein), has breached, violated or commitment containing exclusivity provisions pursuant defaulted under, or received notice that it has breached, violated or defaulted under, any of the material terms or conditions of any of the agreements, contracts or commitments to which Company has agreed not to purchase the goods (other than local grocery products) or services of, or enter into a commercial relationship with, another person; (g) 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; (h) any settlement agreement relating to any claim or suit; (i) any real property lease covering more than 20,000 square feet; (j) any agreement, contract or commitment obligating Company to make any payments based on (i) the number of users accessing any website operated by Company or any of its subsidiaries is a party or by which it is bound of the type described in clauses (whether measured by registrations, click-throughs or purchases by such usersa) or through (iif) revenues generated by purchases on above (any such website; agreement, contract or (commitment, a "COMPANY CONTRACT") in such a manner as would permit any other party to cancel or terminate any such Company Contract, or would permit any other party to seek damages, which would be reasonably likely to be material to the Company.

Agreements, Contracts and Commitments. As of Except as set forth in the date hereofCompany Schedules, neither the Company nor any of its subsidiaries is a party to or is bound by: (ia) any employment or consulting agreement, contract or commitment with any officer or director or higher level employee or member of the Company's Board of Directors, other than those that are terminable by the Company or any of its subsidiaries on o n no more than thirty (30) days' days notice without liability or financial obligation obligation, except to the extent general principles of wrongful termination law may limit the Company, (ii) any such agreement, contract or commitment with any employee, consultant, shareholder or other person that will result in any obligation of Company 's or any of its subsidiaries subsidiaries' ability to make any payments as a result of the transactions contemplated hereby, (iii) any agreement with any employee, consultant or shareholder of Company pursuant to which Company has loaned or is obligated to loan any money thereto or (iv) any agreement or arrangement providing for severance or termination payterminate employees at will; (b) any agreement or plan, including, without limitation, any stock option plan, stock appreciation right plan, stock purchase plan or restricted stock purchase planagreement, 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 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 agreement of indemnification or guaranty not entered into in the ordinary course of officers, directors or employees of business other than indemnification agreements between the Company or any guaranty of third party indebtedness its subsidiaries and any of its officers or of obligations of officers, directors, employees or agents of Company; (d) any agreement, contract or commitment currently in force containing any covenant limiting in any respect the right freedom of the Company or any of its subsidiaries to engage in any line of business in any geographic area or to compete with any person or granting to any person any interest in Company's exclusive distribution rights; (e) any agreement, contract or commitment currently in force relating to the disposition or acquisition by Company or any of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which Company has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than Company's subsidiaries;enterprise; or (f) any material joint marketing or development agreement. Neither the Company nor any of its subsidiaries, nor to the Company's knowledge any other party to a Company Contract (as defined below), has breached, violated or defaulted under, or received notice that it has breached violated or defaulted under, any of the material terms or conditions of any agreement, contract or commitment containing exclusivity provisions pursuant to which the Company has agreed not to purchase or any of its subsidiaries is a party of the goods type described above or any other material agreement, contract or commitment (other than local grocery products) any such agreement, contract or services ofcommitment, or enter into a commercial relationship with, another person; (g) 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; (h) any settlement agreement relating to any claim or suit; (i) any real property lease covering more than 20,000 square feet; (j) as well as any agreement, contract or commitment obligating that is an exhibit to any Company SEC Report, a "Company Contract") in such a manner as would permit any ---------------- other party to make any payments based on (i) the number of users accessing any website operated by Company cancel or any of its subsidiaries (whether measured by registrations, click-throughs or purchases by such users) or (ii) revenues generated by purchases on terminate any such website; Company Contract, or (would permit any other party to seek damages, which would be reasonably likely to be material to the Company.

Agreements, Contracts and Commitments. As Except as set forth in Section 2.20 of the date hereofCompany Schedule, neither Company nor any of its subsidiaries is a party to or is bound by: (ia) any employment or consulting agreement, contract or commitment with any officer or director or higher level officer, director, Company employee currently earning an annual salary in excess of $100,000 or member of Company's Board of Directors, other than those that are terminable by Company or any of its subsidiaries on no more than thirty (30) days' notice without liability or financial obligation to the Company, (ii) any such agreement, contract or commitment with any employee, consultant, shareholder or other person that will result in any obligation of Company or any of its subsidiaries to make any payments as a result of the transactions contemplated hereby, (iii) any agreement with any employee, consultant or shareholder of Company pursuant to which Company has loaned or is obligated to loan any money thereto or (iv) any agreement or arrangement providing for severance or termination pay; (b) any agreement or plan, including, without limitation, any stock option plan, stock appreciation right 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 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 agreement of indemnification of officers, directors or employees of Company or any guaranty other than any agreement of third party indebtedness indemnification or warranty entered into in the ordinary course of obligations business in connection with the sale of officers, directors, employees products or agents the provision of Companyservices; (d) any agreement, contract or commitment containing any covenant limiting in any respect the right of Company or any of its subsidiaries to engage in any line of business in any geographic area or to compete with any person or granting to any person any interest in Company's exclusive distribution rights; (e) any agreement, contract or commitment currently in force relating to the disposition or acquisition by Company or any of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which Company or any of its subsidiaries has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than Company's subsidiaries; (f) any agreement, contract or commitment containing exclusivity provisions pursuant to which Company has agreed not to purchase the goods (other than local grocery products) or services of, or enter into a commercial relationship with, another person; (g) 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; (g) any material settlement agreement entered into within five (5) years prior to the date of this Agreement; or (h) any settlement agreement relating to any claim or suit; (i) any real property lease covering more than 20,000 square feet; (j) any other agreement, contract or commitment obligating that has a value of $500,000 or more individually or which relates to one of Company's customers listed on Schedule 2.20(h) of the Company Schedule which sets forth a list of the Company's top twenty customers by revenue for fiscal year end 1999. Neither Company nor any of its subsidiaries, nor to make Company's knowledge any payments based on other party to a Company Contract (i) as defined below), is in breach, violation or default under, and neither Company nor any of its subsidiaries has received written notice that it has breached, violated or defaulted under, any of the number material terms or conditions of users accessing any website operated by of the agreements, contracts or commitments to which Company or any of its subsidiaries is a party or by which it is bound that are required to be disclosed in the Company Schedule (whether measured by registrations, click-throughs or purchases by such users) or (ii) revenues generated by purchases on any such website; agreement, contract or commitment, a "COMPANY CONTRACT") in such a manner as would permit any other party to cancel or terminate any such Company Contract, or would permit any other party to seek material damages or other remedies (for any or all of such breaches, violations or defaults, in the aggregate).

Agreements, Contracts and Commitments. As (a) Except as set forth on Section 2.14(a) of the date hereofDisclosure Letter, neither the Company nor any of its subsidiaries is a party to does not have, or is not bound by: (i) any contract, license or agreement to which the Company is a party (A) with respect to Company Intellectual Property licensed or transferred to any third party or (B) pursuant to which a third party has licensed or transferred any Intellectual Property to the Company, with a value or cost in excess of $10,000; (ii) any employment or consulting agreement, contract or commitment with any officer or director or higher level an employee or member of Company's Board of Directors, other than those that are terminable by Company individual consultant or any of its subsidiaries on no more than thirty (30) days' notice without liability salesperson or financial obligation to Company, (ii) any such consulting or sales agreement, contract or commitment with any employee, consultant, shareholder a firm or other person that will result in any obligation of Company or any of its subsidiaries to make any payments as a result of the transactions contemplated hereby, (iii) any agreement with any employee, consultant or shareholder of Company pursuant to which Company has loaned or is obligated to loan any money thereto or (iv) any agreement or arrangement providing for severance or termination payorganization; (biii) any agreement or plan, including, without limitation, any stock option plan, stock appreciation right 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 the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (civ) any agreement of indemnification of officers, directors fidelity or employees of Company surety bond or any guaranty of third party indebtedness or of obligations of officers, directors, employees or agents of Companycompletion bond; (dv) any lease of personal property with fixed annual rental payments in excess of $10,000; (vi) any contract, license or agreement between the Company and any third party wherein or whereby the Company has agreed to, or assumed, any obligation or duty to warrant, indemnify, hold harmless or otherwise assume or incur any obligation or liability with respect to the infringement or misappropriation by the Company or such third party of the Intellectual Property of any third party; (vii) any agreement, contract or commitment containing any covenant limiting in any respect the right freedom of the Company or any of its subsidiaries to engage in any line of business in any geographic area or to compete with any person or granting to any person any interest in Company's distribution rightsperson; (eviii) any agreement, contract or commitment currently in force relating to the disposition or acquisition by Company or any capital expenditures and involving future payments in excess of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which Company has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than Company's subsidiaries$10,000; (fix) any agreement, contract or commitment containing exclusivity provisions pursuant relating to which Company has agreed not to purchase the goods (other than local grocery products) disposition or services of, acquisition of assets or enter into a commercial relationship with, another personany interest in any business enterprise outside the ordinary course of the Company's business; (gx) 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 trade credit; (hxi) any settlement agreement relating to any claim purchase order or suitcontract for the purchase of materials involving $10,000 or more; (ixii) any real property lease covering more than 20,000 square feetconstruction contracts; (jxiii) any distribution, joint marketing or development agreement; or (xiv) any other agreement, contract or commitment obligating that involves $15,000 or more or is not cancelable without penalty within thirty (30) days. (b) Except as disclosed in Section 2.14(b) of the Disclosure Letter, the Company to make any payments based on (i) the number of users accessing any website operated by 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 its subsidiaries the terms or conditions of any agreement, contract, license or commitment to which it is a party or by which it is bound (whether measured by registrations, click-throughs or purchases by such users) or (ii) revenues generated by purchases on any such website; agreement, contract, license or (commitment, a "Contract"), and the Company is not 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 is in full force and effect, and, to the knowledge of the Company, except as otherwise disclosed in Section 2.14(b) of the Disclosure Letter, all other parties to each Contract are in compliance with, and have not breached any term of, such Contract. 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 to remain in effect without modification after the Closing. Following the Effective Time, the Company will be permitted to exercise all of the Company's rights under the Contracts to the same extent the Company would have been able to had the Merger not occurred and without the payment of any additional amounts or consideration other than ongoing fees, royalties or payments which the Company would otherwise be required to pay.

Agreements, Contracts and Commitments. As (a) Except as set forth on Section 4.19(a) of the date hereofSeller Disclosure Letter, neither the Company nor any of its subsidiaries is a party to or is bound by: (i) any employment or consulting agreement, contract or commitment with any officer or director or higher level employee or member of the Company's ’s Board of Directors, other than those that are terminable by the Company or any of its subsidiaries on no more than thirty (30) days' days notice without liability or financial obligation to the Company, (ii) any such agreement, contract or commitment with any employee, consultant, shareholder or other person that will result in any obligation of Company or any of its subsidiaries to make any payments as a result of the transactions contemplated hereby, (iii) any agreement with any employee, consultant or shareholder of Company pursuant to which Company has loaned or is obligated to loan any money thereto or (iv) any agreement or arrangement providing for severance or termination pay; (bii) any agreement or plan, including, without limitation, any stock option plan, stock appreciation right 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 the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (ciii) any agreement of indemnification of officers, directors or employees of Company or any guaranty other than any agreement of third party indebtedness indemnification entered into in connection with the sale, license, distribution, reselling or other transfer of obligations software products in the ordinary course of officers, directors, employees business or agents in connection with the provision of Companyservices in the ordinary course of business; (div) any agreement, contract or commitment containing any covenant limiting in any respect the right of the Company or any of its subsidiaries to engage in any line of business in presently conducted by the Company or any geographic area subsidiary, or to compete with any person or granting to any person any interest in Company's exclusive distribution rights; (ev) any agreement, contract or commitment currently in force relating to the disposition or acquisition by the Company or any of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which the Company or any of its subsidiaries has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than the Company's ’s subsidiaries; (fvi) any dealer, distributor, joint marketing or development agreement currently in force under which the Company or any of its subsidiaries have continuing material obligations to jointly market any product, technology or service and which may not be canceled without penalty upon notice of sixty (60) days or less, or any material agreement pursuant to which the Company or any of its subsidiaries have continuing material obligations to jointly develop any intellectual property that will not be owned, in whole or in part, by Seller or any of its subsidiaries and which may not be canceled without penalty upon notice of sixty (60) days or less; (vii) any agreement, contract or commitment containing exclusivity provisions pursuant currently in force to which provide source code to any third party for any product or technology that is material to the Company has agreed not to purchase the goods (other than local grocery products) or services of, or enter into and its subsidiaries taken as a commercial relationship with, another personwhole; (gviii) any agreement, contract or commitment currently in force to license any third party to manufacture or reproduce any Company Products, service or technology or any agreement, contract or commitment currently in force to sell or distribute any Company Products, services or technology, except agreements with distributors or sales representative in the normal course of business cancelable without penalty upon written notice of ninety (90) days or less; (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; (hx) any material settlement agreement relating entered into within three (3) years prior to any claim or suit;the date of this Agreement; or (ixi) any real property lease covering more than 20,000 square feet; (j) any other material agreement, contract or commitment obligating currently in force that is outside the ordinary course of business or that has a value of $50,000 or more within a twelve (12) month period in any individual case. (b) Neither the Company nor any of its subsidiaries, nor to make Seller’s knowledge any payments based on other party to a Company Contract (i) as defined below), is in material breach, violation or default under, and neither the number Company nor any of users accessing its subsidiaries has received written notice that it has breached, violated or defaulted under, any website operated by of the material terms or conditions of any of the agreements, contracts or commitments to which the Company or any of its subsidiaries is a party or by which it is bound that are required to be set forth in the Seller Disclosure Letter (whether measured by registrations, click-throughs or purchases by such users) or (ii) revenues generated by purchases on any such website; agreement, contract or commitment, a “Company Contract”) in such a manner as would permit any other party to cancel or terminate any such Company Contract, or would permit any other party to seek material damages or other remedies (for any or all of such breaches, violations or defaults, in the aggregate).

Agreements, Contracts and Commitments. As of the date hereofExcept as set forth in Schedule 5.1(y), neither the Company nor any of its subsidiaries Subsidiary is a party to or is bound by: (i) any employment or consulting agreement, contract or commitment with any officer or director or officer, director, higher level employee employee, or member of the Company's Board of Directors, other than those that are terminable by the Company or any of its subsidiaries Subsidiary on no more than thirty (30) days' notice without liability or financial obligation to Company, obligation; (ii) any such agreementbonus, contract deferred compensation, pension, profit sharing or commitment with any employee, consultant, shareholder or other person that will result in any obligation of Company or any of its subsidiaries to make any payments as a result of the transactions contemplated hereby, retirement plans; 27 (iii) any agreement of indemnification or any guaranty (other than as set forth in standard customer, distributor, and reseller software license agreements entered into in connection with any employee, consultant the sale or shareholder license of Company pursuant to which Company has loaned or is obligated to loan any money thereto or (iv) any agreement or arrangement providing for severance or termination paysoftware products in the ordinary course of business); (b) any agreement or plan, including, without limitation, any stock option plan, stock appreciation right 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 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 agreement of indemnification of officers, directors or employees of Company or any guaranty of third party indebtedness or of obligations of officers, directors, employees or agents of Company; (div) any agreement, contract or commitment containing relating to the disposition or acquisition of assets or any covenant limiting interest in any respect business enterprise outside the right ordinary course of the Company's business since the date of the Balance Sheet; (v) any distribution, joint marketing, or development agreement under which the Company or any of its subsidiaries Subsidiary has continuing obligations to engage jointly market any product, technology or service, or any agreement pursuant to which the Company or any Subsidiary has continuing obligations to jointly develop any Intellectual Property Rights that will not be owned, in any line of business whole or in any geographic area part, by the Company or to compete with any person or granting to any person any interest in Company's distribution rightssuch Subsidiary; (evi) any agreement, contract, or commitment to provide source code to any third party for any product or technology; (vii) any agreement, contract or commitment currently to license any third party to manufacture or reproduce any product, service or technology (other than as set forth in force relating to the disposition or acquisition by Company or any of its subsidiaries after the date of this Agreement of a material amount of assets not standard distributor and reseller software license agreements entered into in the ordinary normal course of business or pursuant to which Company has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than Company's subsidiaries;business); or (fviii) any other material agreement, contract or commitment containing exclusivity provisions pursuant of the Company or its Subsidiaries not otherwise identified in a schedule hereto. Neither the Company nor any Subsidiary is in breach, violation or default under, and neither the Company nor any Subsidiary has received notice that it has breached, violated or defaulted under, any of the terms or conditions of any of the agreements, contracts, or commitments to which the Company has agreed not or any Subsidiary is a party or by which it is bound that are required to purchase the goods be disclosed in Schedule 5.1(y) (other than local grocery products) or services of, or enter into a commercial relationship with, another person; (g) 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; (h) any settlement agreement relating to any claim or suit; (i) any real property lease covering more than 20,000 square feet; (j) any such agreement, contract or commitment obligating commitment, a "Company Contract"). Each Company Contract is in full force and effect and, except as otherwise disclosed in Schedule 5.1(y), is not subject to make any payments based on (i) default thereunder of which the number of users accessing Company has knowledge by any website operated by party obligated to the Company or any Subsidiary pursuant thereto. The Company has obtained, or will obtain subsequent to the Closing Date, all necessary consents, waivers and approvals of its subsidiaries (whether measured by registrations, click-throughs or purchases by such users) or (ii) revenues generated by purchases on parties to any such website; or (Company Contract as are required to assign right and benefits thereunder to the Surviving Corporation as of the Closing.

Agreements, Contracts and Commitments. As of Except as set forth in the date hereofattached Schedule A, neither the Company nor any of its subsidiaries is a party to or is bound by: (ia) any Any employment or consulting agreement, contract or commitment with any officer or director or higher level employee or member of the Company's Board of Directors, other than those that are terminable by the Company or any of its subsidiaries on no more than thirty (30) days' days notice without liability or financial obligation to Company, (ii) any such agreement, contract or commitment with any employee, consultant, shareholder or other person that will result in any obligation of Company or any of its subsidiaries to make any payments as a result of the transactions contemplated hereby, (iii) any agreement with any employee, consultant or shareholder of Company pursuant to which Company has loaned or is obligated to loan any money thereto or (iv) any agreement or arrangement providing for severance or termination payobligation; (b) any Any agreement or plan, including, without limitation, any stock option plan, stock appreciation right 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 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 Any agreement of indemnification or guaranty not entered into in the ordinary course of officers, directors or employees of business other than indemnification agreements between the Company or any guaranty of third party indebtedness its subsidiaries and any of its officers or of obligations of officers, directors, employees or agents of Company; (d) any Any agreement, contract or commitment containing any covenant limiting in any respect the right freedom of the Company or any of its subsidiaries to engage in any line of business in any geographic area or to compete with any person or granting to any person any interest in Company's exclusive distribution rights; (e) any Any agreement, contract or commitment currently in force relating to the disposition or acquisition by Company or any of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which Company has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than Company's subsidiaries;enterprise; or (f) Any material joint marketing or development agreement. Neither the Company nor any agreementof its subsidiaries, contract nor to the Company's knowledge any other party to a Company Contract (as defined herein), has breached, violated or commitment containing exclusivity provisions pursuant defaulted under, or received notice that it has breached, violated or defaulted under, any of the material terms or conditions of any of the agreements, contracts or commitments to which Company has agreed not to purchase the goods (other than local grocery products) or services of, or enter into a commercial relationship with, another person; (g) 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; (h) any settlement agreement relating to any claim or suit; (i) any real property lease covering more than 20,000 square feet; (j) any agreement, contract or commitment obligating Company to make any payments based on (i) the number of users accessing any website operated by Company or any of its subsidiaries is a party or by which it is bound of the type described in clauses (whether measured by registrations, click-throughs or purchases by such usersa) or through (iif) revenues generated by purchases on above (any such website; agreement, contract or (commitment, a "COMPANY CONTRACT") in such a manner as would permit any other party to cancel or terminate any such Company Contract, or would permit any other party to seek damages, which would be reasonably likely to be material to the Company.

Agreements, Contracts and Commitments. As Except as set forth in Section 2.16 and Section 2.2(b) of the date hereofCompany Disclosure Letter, neither the Company nor any of its subsidiaries is not a party to or is bound by: (ia) any employment or consulting agreement, contract or commitment with any officer or director or higher level employee or member of the Company's ’s Board of Directors, other than those that are terminable by the Company or any of its subsidiaries on no more than thirty ninety (3090) days' days notice without liability or financial obligation to Company, (ii) any such agreement, contract or commitment with any employee, consultant, shareholder or other person that will result in any obligation of Company or any of its subsidiaries to make any payments as a result of the transactions contemplated hereby, (iii) any agreement with any employee, consultant or shareholder of Company pursuant to which Company has loaned or is obligated to loan any money thereto or (iv) any agreement or arrangement providing for severance or termination payobligation; (b) any agreement or plan, including, without limitation, any stock option plan, stock appreciation right 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 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 agreement of indemnification or guaranty not entered into in the ordinary course of officers, directors business other than indemnification agreements between the Company and any of its officers or employees of Company or any guaranty of third party indebtedness or of obligations of officers, directors, employees or agents of Company; (d) any agreement, contract or commitment containing any covenant limiting in any respect the right freedom of the Company or any of its subsidiaries to engage in any line of business in any geographic area or to compete with any person or granting to any person any interest in Company's exclusive distribution rights; (e) any agreement, contract or commitment currently in force relating to the disposition or acquisition by Company or any of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which Company has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than Company's subsidiaries;enterprise; or (f) any material joint marketing or development agreement. The Company, or to the Company’s knowledge any other party to a Company Contract (as defined herein), has breached, violated or defaulted under, or received notice that it has breached, violated or defaulted under, any of the material terms or conditions of any of the agreements, contracts or commitments to which the Company is a party or by which it is bound of the type described in clauses (a) through (f) above (any such agreement, contract or commitment containing exclusivity provisions pursuant commitment, a “COMPANY CONTRACT”) in such a manner as would permit any other party to which cancel or terminate any such Company has agreed not to purchase the goods (other than local grocery products) or services ofContract, or enter into a commercial relationship withwould permit any other party to seek damages, another person; (g) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments relating which would be reasonably likely to be material to the borrowing of money or extension of credit; (h) any settlement agreement relating to any claim or suit; (i) any real property lease covering more than 20,000 square feet; (j) any agreement, contract or commitment obligating Company to make any payments based on (i) the number of users accessing any website operated by Company or any of its subsidiaries (whether measured by registrations, click-throughs or purchases by such users) or (ii) revenues generated by purchases on any such website; or (Company.

Agreements, Contracts and Commitments. As Except as set forth in Section 2.16 and Section 2.2(b) of the date hereofCompany Disclosure Letter, neither the Company nor any of its subsidiaries is not a party to or is bound by: (ia) any employment or consulting agreement, contract or commitment with any officer or director or higher level employee or member of the Company's Board of Directors, other than those that are terminable by the Company or any of its subsidiaries on no more than thirty (30) days' days notice without liability or financial obligation to Company, (ii) any such agreement, contract or commitment with any employee, consultant, shareholder or other person that will result in any obligation of Company or any of its subsidiaries to make any payments as a result of the transactions contemplated hereby, (iii) any agreement with any employee, consultant or shareholder of Company pursuant to which Company has loaned or is obligated to loan any money thereto or (iv) any agreement or arrangement providing for severance or termination payobligation; (b) any agreement or plan, including, without limitation, any stock option plan, stock appreciation right 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 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 agreement of indemnification or guaranty not entered into in the ordinary course of officers, directors business other than indemnification agreements between the Company and any of its officers or employees of Company or any guaranty of third party indebtedness or of obligations of officers, directors, employees or agents of Company; (d) any agreement, contract or commitment containing any covenant limiting in any respect the right freedom of the Company or any of its subsidiaries to engage in any line of business in any geographic area or to compete with any person or granting to any person any interest in Company's exclusive distribution rights; (e) any agreement, contract or commitment currently in force relating to the disposition or acquisition by Company or any of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which Company has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than Company's subsidiaries;enterprise; or (f) any material joint marketing or development agreement. The Company, or to the Company's knowledge any other party to a Company Contract (as defined herein), has breached, violated or defaulted under, or received notice that it has breached, violated or defaulted under, any of the material terms or conditions of any of the agreements, contracts or commitments to which the Company is a party or by which it is bound of the type described in clauses (a) through (f) above (any such agreement, contract or commitment containing exclusivity provisions pursuant commitment, a "COMPANY CONTRACT") in such a manner as would permit any other party to which cancel or terminate any such Company has agreed not to purchase the goods (other than local grocery products) or services ofContract, or enter into a commercial relationship withwould permit any other party to seek damages, another person; (g) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments relating which would be reasonably likely to be material to the borrowing of money or extension of credit; (h) any settlement agreement relating to any claim or suit; (i) any real property lease covering more than 20,000 square feet; (j) any agreement, contract or commitment obligating Company to make any payments based on (i) the number of users accessing any website operated by Company or any of its subsidiaries (whether measured by registrations, click-throughs or purchases by such users) or (ii) revenues generated by purchases on any such website; or (Company.

Agreements, Contracts and Commitments. As (a) Except as set forth in Section 2.14(a) of the date hereofDisclosure Schedule, neither Company nor IC Global does not have any of its subsidiaries continuing obligations under, is not a party to or is not bound by: (i) any collective bargaining agreements, or any contract with or commitment to any trade unions, employee bargaining agent or affiliated bargaining agent (collectively, "LABOR REPRESENTATIVES") and IC Global has not conducted any negotiations with respect to any such future contracts or commitments; (ii) any agreements or arrangements that contain any severance pay or post-employment liabilities or obligations or is otherwise required by statute or case law to provide any of the foregoing; (iii) any bonus, deferred compensation, pension, profit sharing or retirement plans, or any other employee benefit plans or arrangements; (iv) any employment or consulting agreement, contract or commitment with any officer or director or higher level an employee or member of Company's Board of Directors, other than those that are terminable by Company individual consultant or any of its subsidiaries on no more than thirty (30) days' notice without liability salesperson or financial obligation to Company, (ii) any such consulting or sales agreement, contract or commitment with any employee, consultant, shareholder a firm or other person that will result in any obligation of Company or any of its subsidiaries to make any payments as a result of the transactions contemplated hereby, (iii) any agreement with any employee, consultant or shareholder of Company pursuant to which Company has loaned or is obligated to loan any money thereto or (iv) any agreement or arrangement providing for severance or termination payorganization; (bv) any agreement or plan, including, without limitation, any stock share option plan, stock share appreciation right rights plan or stock 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 the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, except as provided herein; (cvi) any fidelity or surety bond or completion bond; (vii) any lease of personal property having annual lease payments individually in excess of US$3,000; (viii) any agreement of indemnification of officers, directors or employees of Company or any guaranty of third party indebtedness or of obligations of officers, directors, employees or agents of Companyguaranty; (dix) any agreement, contract or commitment containing any covenant limiting in any respect the right freedom of Company IC Global or any of its subsidiaries affiliates to engage in any line of business in any geographic area or to compete with any person or granting to any person any interest in Company's distribution rightsperson; (ex) any agreement, contract or commitment currently in force relating to the disposition or acquisition by Company or any capital expenditures and involving future payments in excess of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which Company has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than Company's subsidiariesUS$5,000; (fxi) any agreement, contract or commitment containing exclusivity provisions pursuant relating to which Company has agreed not to purchase the goods (other than local grocery products) disposition or services of, acquisition of material assets or enter into a commercial relationship with, another personany interest in any business enterprise outside the ordinary course of IC Global's business; (gxii) 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, including guaranties referred to in clause (viii) hereof; (hxiii) any settlement agreement relating to any claim purchase order or suitcontract for the purchase of raw materials, other than purchase orders made in the ordinary course of business and involving not more than US$5,000; (ixiv) any real property lease covering more than 20,000 square feetconstruction contracts; (jxv) any distribution, joint marketing or development agreement; (xvi) any agreement, contract or commitment obligating Company with any customer which accounted for, or is expected to make account during IC Global's current fiscal year, for more than 5% of IC Global's revenue or trade payables; or (xvii) any payments based on other agreement, contract or commitment that involves $5,000 or more or that cannot be canceled without penalty within thirty (30) days. (b) IC Global 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 (i) any agreement, contract or commitment required to be set forth in Section 2.14(a) of the number of users accessing any website operated by Company or any of its subsidiaries (whether measured by registrationsDisclosure Schedule, click-throughs or purchases by such users) or (ii) revenues generated any other agreement, contract or commitment to which it is a party or by purchases on which it is bound (any such website; agreement, contract or commitment referenced in the preceding clauses (i) and (ii), a "CONTRACT"), nor is either Shareholder 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 is in full force and effect and is not subject to any default thereunder of which Shareholders is aware by any party obligated to IC Global pursuant thereto. IC Global has obtained, or will use its reasonable best efforts to obtain prior to the Exchange Date, all necessary consents, waivers and approvals of parties to any Contract as are required thereunder in connection with consummation of the Share Exchange or to remain in effect without modification after the Share Exchange.

Agreements, Contracts and Commitments. As (a) Except as set forth in Schedule 2.12(a) of the Stockholder Disclosure Letter, as of the date hereof, neither Company the Company, WW nor any of its subsidiaries Subsidiary has, is a party to or to, is bound by:, and the Business is not the beneficiary of, or subject to, any of the following (those agreements, arrangements, contracts or commitments to which the Business is subject, but to which the Company, WW or the Subsidiaries is not, as between the Stockholder or its subsidiaries (other than the Company, WW and the Subsidiaries) and the Company, WW and the Subsidiaries, are clearly marked as such on Schedule 2.12(a)): (i) any collective bargaining agreements, (ii) any agreements or arrangements that contain any severance pay or post-employment liabilities or obligations, (iii) any bonus, deferred compensation, pension, profit sharing or retirement plans, or any other employee benefit plans or arrangements, (iv) any employment or consulting agreement, contract or commitment with any officer or director or higher level an employee or member of Company's Board of Directors, other than those that are terminable by Company individual consultant or salesperson or any of its subsidiaries on no more than thirty (30) days' notice without liability consulting or financial obligation to Company, (ii) any such sales agreement, contract or commitment with under which any employee, consultant, shareholder firm or other person that will result in any obligation of Company organization provides services to the Company, WW or any of its subsidiaries to make any payments as a result of the transactions contemplated hereby, (iii) any agreement with any employee, consultant or shareholder of Company pursuant to which Company has loaned or is obligated to loan any money thereto or (iv) any agreement or arrangement providing for severance or termination pay;Subsidiary, (bv) any agreement or plan, including, without limitation, including any stock option plan, stock appreciation right 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 the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement;, (cvi) any agreement or plan to issue, grant, deliver or sell or authorize, or that proposes the issuance, grant, delivery or sale of, or to purchase or that proposes the purchase of, any shares, or any rights attached to any shares, in the Company, WW or any Subsidiary or any securities convertible into or exchangeable for shares in the Company, WW or any Subsidiary, or subscriptions, rights, warrants or options to acquire, or other agreements or commitments of any character obligating it to issue any shares in the Company, WW or any Subsidiary or other convertible securities, (vii) any fidelity or surety bond or completion bond, (viii) any lease of personal property requiring payments over the term of such lease or series of related leases individually in excess of $200,000 or any lease of real property, (ix) any agreement of indemnification of officers, directors or employees of Company or any guaranty of third party indebtedness or of obligations of officers, directors, employees or agents of Company;guaranty, (dx) any agreement, contract or commitment containing any covenant limiting in any respect the right freedom of Company the Company, WW or any of its subsidiaries Subsidiary to engage in any line of business in any geographic area or to compete with any person or granting to any person any interest in Company's distribution rights;person, (exi) any agreement, contract or commitment currently in force relating to the disposition capital expenditures or acquisition by Company involving future payments or any a series of its subsidiaries after the date related payments in excess of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which Company has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than Company's subsidiaries;$100,000, (fxii) any agreement, contract or commitment containing exclusivity provisions pursuant relating to which Company has agreed not to purchase the goods (other than local grocery products) disposition or services ofacquisition of assets or any interest in any business enterprise outside the ordinary course of the Company's or WW's business, or enter into a commercial relationship with, another person;as applicable, (gxiii) 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, including guaranties referred to in clause (ix) hereof, (xiv) any purchase order or contract for the purchase of raw materials involving $50,000 or more, (xv) any construction contracts involving future payments or a series of related payments in excess of $50,000, (xvi) any sales representative, original equipment manufacturer, value added, remarketer, reseller or independent software vendor or other agreement for use of distribution of the Company's or WW's products, technologies or services; (hxvii) any settlement distribution, joint marketing or development agreement relating to that includes any claim provision granting any person a right of first refusal, right of first negotiation or suit;exclusive, "most favored nation" or preferential placement or other preferential rights, (ixviii) any real property lease covering more than 20,000 square feet;agreement pursuant to which the Company, WW or any Subsidiary has developed for and/or delivered to or has received funds from any Governmental Entity to develop and/or deliver any Intellectual Property, (jxix) any agreement, contract or commitment obligating Company to make for the purchase of advertising, (xx) any payments based on other agreement, contract or commitment that involves $100,000 or more or is not cancelable without penalty within thirty (i30) days. (b) Except for such alleged breaches, violations and defaults, and events that would constitute a breach, violation or default with the number lapse of users accessing time, giving of notice, or both, as are all noted in Schedule 2.12(b) of the Stockholder Disclosure Letter, neither the Company, WW nor any website operated by Company or Subsidiary nor the Stockholder nor any of its subsidiaries has materially breached, violated or defaulted under, or received written notice that it has materially breached, violated or defaulted under, any of the terms or conditions of any agreement, contract or commitment required to be set forth on Schedule 2.12(a) of the Stockholder Disclosure Letter or Schedule 2.11(g) of the Stockholder Disclosure Letter (whether measured by registrations, click-throughs or purchases by such users) or (ii) revenues generated by purchases on any such website; agreement, contract or commitment, a "Contract"). Each Contract is in full force and effect (assuming the Contracts have been duly authorized, executed and delivered by the respective other parties thereto) and is not subject to any default thereunder of which the Stockholder has Knowledge by any party obligated to the Company, WW or any Subsidiary pursuant thereto.

Agreements, Contracts and Commitments. As Except for the Leases or the Units, all of which are listed on Exhibit "A," the Company has listed in Schedule 4.7 all leases, contracts, agreements and instruments to which it is a party as of the date hereof, neither Company nor any of its subsidiaries is a party to or is bound by: hereof (i) any which is an employment or consulting agreementagreement between the Company, contract or commitment with any officer or director or higher level employee or member of Company's Board of Directorson the one hand, and its officers and employees, on the other than those that are terminable by Company or any of its subsidiaries on no more than thirty (30) days' notice without liability or financial obligation to Companyhand, (ii) which, upon Closing, will (either alone or upon the occurrence of any such agreementadditional acts or events, contract or commitment with any employee, consultant, shareholder or other person that will including the passage of time) result in any obligation material payment or benefit (whether of severance pay or otherwise) becoming due, or the acceleration or vesting of any right to any material payment or benefits, from Buyer or the Company to any officer, director, consultant or any of its subsidiaries to make any payments as a result employee of the transactions contemplated herebyCompany, (iii) any agreement with any employeewhich involves payment by or to the Company of more than US$250,000 or extends for a term of six months or more, consultant or shareholder of Company pursuant to which Company has loaned or is obligated to loan any money thereto or (iv) which expressly limits the ability of the Company to compete in or conduct any line of business or compete with any Person or in any geographic area or during any period of time, in each case, if such limitation is or is reasonably likely to be material to the Company, (v) which is a material joint venture agreement, joint operating agreement, partnership agreement or arrangement providing for severance other similar contract or termination pay; agreement involving a sharing of profits and expenses with one or more third Persons, (bvi) any agreement or plan, including, without limitation, any stock option plan, stock appreciation right plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement Agreement, 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 (cincluding any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) or (vii) which is a limited liability operating agreement or equity holder rights agreement or which otherwise provides for the issuance of any agreement securities in respect of indemnification of officersthis Agreement (the "Material Contracts"). The Company has not breached, directors nor to the Company's or employees of Seller's Knowledge is there any claim or any legal basis for a claim that the Company or any guaranty of third party indebtedness or of obligations of officershas breached, directors, employees or agents of Company; (d) any agreement, contract or commitment containing any covenant limiting in any respect the right of Company or any of its subsidiaries to engage in the terms or conditions of any line of business in Material Contract, except where any geographic area such breach, whether considered individually or to compete with any person or granting to any person any interest in Company's distribution rights; (e) any agreement, contract or commitment currently in force relating to the disposition or acquisition by Company or any of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant aggregate, could not be reasonably expected to which Company has any material ownership interest result in any corporation, partnership, joint venture or other business enterprise other than Company's subsidiaries; (f) any agreement, contract or commitment containing exclusivity provisions pursuant to which Company has agreed not to purchase the goods (other than local grocery products) or services of, or enter into a commercial relationship with, another person; (g) 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; (h) any settlement agreement relating to any claim or suit; (i) any real property lease covering more than 20,000 square feet; (j) any agreement, contract or commitment obligating Company to make any payments based on (i) the number of users accessing any website operated by Company or any of its subsidiaries (whether measured by registrations, click-throughs or purchases by such users) or (ii) revenues generated by purchases on any such website; or (Material Adverse Effect.

Agreements, Contracts and Commitments. As of the date hereof, neither Company Neither Summit nor any of its subsidiaries is a party to or is bound by: : (ia) any employment or consulting agreement, contract or commitment with any officer or director or higher level employee or member of CompanySummit's Board of Directors, other than those that are terminable by Company Summit or any of its subsidiaries on no more than thirty (30) days' days notice without liability or financial obligation obligation, except to Company, (ii) any such agreement, contract or commitment with any employee, consultant, shareholder or other person that will result in any obligation the extent general principles of Company wrongful termination law may limit Summit's or any of its subsidiaries subsidiaries' ability to make any payments as a result of the transactions contemplated hereby, (iii) any agreement with any employee, consultant or shareholder of Company pursuant to which Company has loaned or is obligated to loan any money thereto or (iv) any agreement or arrangement providing for severance or termination pay; terminate employees at will; (b) any agreement or plan, including, without limitation, any stock option plan, stock appreciation right 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 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 agreement of indemnification or any guaranty other than: (i) any agreement of indemnification or guaranty entered into in the ordinary course of business, (ii) any agreement of indemnification entered into in connection with the sale or license of software products in the ordinary course of business, (iii) any agreement of indemnification entered into in connection with services performed in the ordinary course of business, and (iv) any indemnification agreement between Summit or any of its subsidiaries and any of their respective officers, directors or employees of Company or any guaranty of third party indebtedness or of obligations of officers, directors, employees or agents of Company; employees; (d) any agreement, contract or commitment containing any covenant limiting in any material respect the right of Company Summit or any of its subsidiaries to engage in any line of business in any geographic area which is material to Summit and its subsidiaries taken as a whole or to compete with any person or granting to any person any interest in Company's exclusive distribution rights; ; (e) any agreement, contract or commitment currently in force relating to the disposition or acquisition by Company Summit or any of its subsidiaries or subsequent parent or sister companies after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which Company Summit has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than Company's subsidiaries; enterprise; (f) any agreement, contract joint marketing or commitment containing exclusivity provisions pursuant to development agreement currently in force under which Company has agreed not to purchase the goods (other than local grocery products) or services of, or enter into a commercial relationship with, another person; (g) 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; (h) any settlement agreement relating to any claim or suit; (i) any real property lease covering more than 20,000 square feet; (j) any agreement, contract or commitment obligating Company to make any payments based on (i) the number of users accessing any website operated by Company Summit or any of its subsidiaries (whether measured have continuing material obligations to jointly market any product, technology or service and which may not be canceled without penalty upon notice of 90 days or less, or any agreement pursuant to which Summit or any of its subsidiaries have continuing material obligations to jointly develop any intellectual property that will not be owned, in whole or in part, by registrations, click-throughs Summit or purchases by such users) any of its subsidiaries and which may not be canceled without penalty upon notice of 90 days or (ii) revenues generated by purchases on any such websiteless; or (29

Agreements, Contracts and Commitments. As of the date hereof, neither Neither Company nor any of its subsidiaries is a party to or is bound by: : (ia) any employment or consulting agreement, contract or commitment with any officer or officer, director or higher level employee or member of Company's Board of Directors, other than those that are terminable by Company or any of its subsidiaries on no more than thirty days notice and which do so with no express (30whether by contract or by policy) days' notice without liability or financial obligation to Company, (ii) any such agreement, contract or commitment with any employee, consultant, shareholder or other person that will result in any obligation of Company or any of its subsidiaries to make any payments as a result of the transactions contemplated hereby, (iii) any agreement with any employee, consultant or shareholder of Company pursuant to which Company has loaned or is obligated to loan any money thereto or (iv) any agreement or arrangement providing for severance or termination pay; ; (b) any agreement or plan, including, without limitation, any stock option plan, stock appreciation right 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 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 agreement of indemnification of officers, directors or employees of Company or any guaranty currently in force other than any agreement of third party indebtedness indemnification entered into in connection with the sale or license or distribution or marketing of obligations products or services in the ordinary course of officers, directors, employees or agents of Company; business; (d) any agreement, contract or commitment containing any covenant limiting in any respect the right of Company or any of its subsidiaries to engage in any line of business in any geographic area or to compete with any person or granting to any person any interest in Company's exclusive distribution rights; ; (e) any agreement, contract or commitment currently in force relating to the disposition or acquisition by Company or any of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which Company has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than Company's subsidiaries; ; (f) any material joint marketing or development agreement currently in force under which Company or any of its subsidiaries have continuing material obligations to jointly market any product, technology or service and which may not be canceled without penalty upon notice of 90 days or less, or any material agreement pursuant to which Company or any of its subsidiaries have continuing material obligations to jointly develop any intellectual property that will not be owned, in whole or in part, by Company or any of its subsidiaries and which may not be canceled without penalty upon notice of 90 days or less; (g) any agreement, contract or commitment containing exclusivity provisions pursuant currently in force to which provide source code to any third party for any product or technology that is material to Company has agreed not to purchase the goods (other than local grocery products) and its subsidiaries taken as a whole; or services of, or enter into a commercial relationship with, another person; (g) 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; (h) any settlement agreement relating to any claim or suit; (i) any real property lease covering more than 20,000 square feet; (j) any agreement, contract or commitment obligating currently in force to license any third party to manufacture or reproduce any Company product, service or technology except as a distributor in the normal course of business. Neither Company nor any of its subsidiaries, nor to make Company's knowledge any payments based on other party to a Company Contract (i) as defined below), is in breach, violation or default under, and neither Company nor any of its subsidiaries has received written notice that it has breached, violated or defaulted under, any of the number material terms or conditions of users accessing any website operated by of the agreements, contracts or commitments to which Company or any of its subsidiaries (whether measured is a party or by registrations, click-throughs or purchases by such users) or (ii) revenues generated by purchases on any such website; or (which it is bound that are required to be disclosed in the Company 17

Agreements, Contracts and Commitments. As Except as set forth in Section 3.16 and Section 3.2(b) of the date hereofParent Schedules, neither Company Parent nor any of its subsidiaries is a party to or is bound by: (ia) any employment or consulting agreement, contract or commitment with any officer or director or higher level employee or member of CompanyParent's Board of Directors, other than those that are terminable by Company Parent or any of its subsidiaries on no more than thirty (30) days' days notice without liability or financial obligation to Company, (ii) any such agreement, contract or commitment with any employee, consultant, shareholder or other person that will result in any obligation of Company or any of its subsidiaries to make any payments as a result of the transactions contemplated hereby, (iii) any agreement with any employee, consultant or shareholder of Company pursuant to which Company has loaned or is obligated to loan any money thereto or (iv) any agreement or arrangement providing for severance or termination payobligation; (b) any agreement or plan, including, without limitation, any stock option plan, stock appreciation right 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 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 agreement of indemnification or guaranty not entered into in the ordinary course of officers, directors or employees of Company business other than indemnification agreements between Parent or any guaranty of third party indebtedness its subsidiaries and any of its officers or of obligations of officers, directors, employees or agents of Company; (d) any agreement, contract or commitment containing any covenant limiting in any respect the right freedom of Company Parent or any of its subsidiaries to engage in any line of business in any geographic area or to compete with any person or granting to any person any interest in Company's exclusive distribution rights; (e) any agreement, contract or commitment currently in force relating to the disposition or acquisition by Company or any of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which Company has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than Company's subsidiaries;enterprise; or (f) any material joint marketing or development agreement. Neither Parent nor any of its subsidiaries, contract nor to Parent's knowledge any other party to a Parent Contract (as defined below), has breached, violated or commitment containing exclusivity provisions pursuant defaulted under, or received notice that it has breached violated or defaulted under, any of the material terms or conditions of any of the agreements, contracts or commitments to which Company has agreed not to purchase the goods (other than local grocery products) or services of, or enter into a commercial relationship with, another person; (g) 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; (h) any settlement agreement relating to any claim or suit; (i) any real property lease covering more than 20,000 square feet; (j) any agreement, contract or commitment obligating Company to make any payments based on (i) the number of users accessing any website operated by Company Parent or any of its subsidiaries is a party or by which it is bound of the type described in clauses (whether measured by registrations, click-throughs or purchases by such usersa) or through (iif) revenues generated by purchases on above (any such website; agreement, contract or (commitment, a "PARENT CONTRACT") in such a manner as would permit any other party to cancel or terminate any such Parent Contract, or would permit any other party to seek damages, which would be reasonably likely to be material to Parent.

Agreements, Contracts and Commitments. As of Except as set forth in the date hereofSpeedFam Schedules, neither Company SpeedFam nor any of its subsidiaries is a party to or is bound by: (ia) any employment or consulting agreement, contract or commitment with any officer or director or higher level employee or member of CompanySpeedFam's Board of Directors, other than those that are terminable by Company SpeedFam or any of its subsidiaries on no more than thirty (30) days' days notice without liability or financial obligation obligation, except to Company, (ii) any such agreement, contract or commitment with any employee, consultant, shareholder or other person that will result in any obligation the extent general principles of Company wrongful termination law may limit SpeedFam's or any of its subsidiaries subsidiaries' ability to make any payments as a result of the transactions contemplated hereby, (iii) any agreement with any employee, consultant or shareholder of Company pursuant to which Company has loaned or is obligated to loan any money thereto or (iv) any agreement or arrangement providing for severance or termination payterminate employees at will; (b) any agreement or plan, including, without limitation, any stock option plan, stock appreciation right 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 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 agreement of indemnification or guaranty not entered into in the ordinary course of officers, directors or employees of Company business including any indemnification agreements between SpeedFam or any guaranty of third party indebtedness its subsidiaries and any of its officers or of obligations of officers, directors, employees or agents of Company; (d) any agreement, contract or commitment containing any covenant limiting in any respect the right freedom of Company SpeedFam or any of its subsidiaries to engage in any line of business in any geographic area or to compete with any person or granting to any person any interest in Company's exclusive distribution rights; (e) any agreement, contract or commitment currently in force relating to the disposition or acquisition by Company or any of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which Company has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than Company's subsidiariesenterprise; (f) any material joint marketing or development agreement, contract or commitment containing exclusivity provisions pursuant to which Company has agreed not to purchase the goods (other than local grocery products) or services of, or enter into a commercial relationship with, another person;; or (g) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments material agreement relating to the borrowing sale or purchase of money any business or extension business assets providing for payment of credit; any deferred or contingent consideration by SpeedFam or providing for indemnification by SpeedFam. Neither SpeedFam nor any of its subsidiaries, nor to SpeedFam's knowledge any other party to a SpeedFam Contract (h) as defined below), has breached, violated or defaulted under, or received notice that it has breached, violated or defaulted under, any settlement agreement relating of the material terms or conditions of any of the agreements, contracts or commitments to any claim or suit; (i) any real property lease covering more than 20,000 square feet; (j) any agreement, contract or commitment obligating Company to make any payments based on (i) the number of users accessing any website operated by Company which SpeedFam or any of its subsidiaries is a party or by which it is bound of the type described in clauses (whether measured by registrations, click-throughs or purchases by such usersa) or through (iig) revenues generated by purchases on above (any such website; agreement, contract or (commitment, a "SpeedFam Contract") in such a manner as would permit any other party to cancel or terminate any such SpeedFam Contract, or would permit any other party to seek damages, which would be reasonably likely to be material to SpeedFam.

Agreements, Contracts and Commitments. As of the date hereof, neither (a) Neither Company nor any of its subsidiaries (x) is a party to any of the following Contracts that are currently in effect or pursuant to which any liability exists or could arise in the future or (y) is bound byby any of the following Contracts: (i) any employment employment, contractor or consulting agreement, contract or commitment Contract with any officer or director or higher level an employee or member of Company's Board of Directorsindividual consultant, contractor, or salesperson, that is not an at-will employment or services agreement providing no severance or other post-termination benefits (other than those that are terminable continuation coverage required by Company or any of its subsidiaries on no more than thirty (30) days' notice without liability or financial obligation to Company, law); (ii) any such agreement, contract Contract to grant any severance or commitment with termination pay or benefits (in cash or otherwise) to any employee, individual consultant, shareholder or any contractor, consulting or salesperson working with a firm or other person that will result in any obligation of Company or any of its subsidiaries to make any payments as a result of the transactions contemplated hereby, organization; (iii) any agreement with any employee, consultant or shareholder of Company pursuant to which Company has loaned or is obligated to loan any money thereto or (iv) any agreement or arrangement providing for severance or termination pay; (b) any agreement Contract or plan, including, without limitation, any stock option plan, stock appreciation right plan, stock purchase plan or stock purchase planother equity incentive plan (regardless if awards issued thereunder are settled in stock, cash or other property), 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 (either alone or upon the occurrence of any additional or subsequent events) contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions (either alone or upon the occurrence of any additional or subsequent events) contemplated by this Agreement, except as expressly provided for in Section 2.1(b) or Section 2.1(c); (civ) any Contract of indemnification or any guaranty other than any agreement of indemnification entered into in connection with the sale or license or purchase of officers, directors products or employees services in the ordinary course of Company or any guaranty of third party indebtedness or of obligations of officers, directors, employees or agents of Companybusiness; (dv) any agreement, contract or commitment containing any covenant limiting in any respect the right of Company or any of its subsidiaries to engage in any line of business in any geographic area or to compete with any person or granting to any person any interest in Company's distribution rights; (e) any agreement, contract or commitment Contract currently in force relating to the disposition or acquisition by Company or any of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which Company or any of its subsidiaries has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than Company's ’s subsidiaries; (fvi) any dealer, distributor, joint marketing or development agreement currently in force under which Company or any of its subsidiaries have continuing material obligations to jointly market any product, technology or service and which may not be canceled without penalty upon notice of ninety (90) days or less, or any material agreement pursuant to which Company or any of its subsidiaries have continuing material obligations to jointly develop any intellectual property that will not be owned, in whole or in part, by Company or any of its subsidiaries and which may not be canceled without penalty upon notice of ninety (90) days or less; (vii) any Contract currently in force to provide source code to any third party for any product or technology that is material to Company and its subsidiaries taken as a whole; (viii) any Contract currently in force to license any third party to manufacture or reproduce any Company product, service or technology or any agreement, contract or commitment containing exclusivity provisions pursuant currently in force to which sell or distribute any Company has agreed not products, service or technology except agreements with distributors or sales representative in the normal course of business cancelable without penalty upon notice of ninety (90) days or less and substantially in the form previously provided to purchase the goods (other than local grocery products) or services of, or enter into a commercial relationship with, another personAcquiror; (gix) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments Contracts relating to the borrowing of money or extension of credit; (hx) any material settlement agreement relating Contract entered into within five (5) years prior to the date of this Agreement (xi) any claim Contract containing any covenant (A) limiting in any respect the right of Company or suitany of its subsidiaries to engage in any line of business, to make use of any Company Intellectual Property or compete with any person in any line of business, (B) granting any exclusive rights, (C) granting any person “Most Favored Nations” or similar status, or (D) otherwise having an adverse effect on the right of Company and/or its subsidiaries to sell, distribute or manufacture any products or services or to purchase or otherwise obtain any software, components, parts or subassemblies; (ixii) any real property lease covering more than 20,000 square feet“material contracts” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) with respect to Company or its subsidiaries; (jxiii) any agreementContracts providing for any joint venture, contract partnership or commitment obligating similar arrangement involving the sharing of profits; (xiv) any Contract with any labor union, works council, or other labor organization or entity or any collective bargaining agreement or similar Contract with its employees; or (xv) any other Contract that involve current or future obligations to a third party or current or future obligations to Company of $50,000 or more individually or the termination of which would reasonably be expected to make materially affect Company and its subsidiaries, taken as a whole. (b) Neither Company nor any payments based on of its subsidiaries, nor to Company’s knowledge any other party to any of the Contracts to which Company or any of its subsidiaries is a party or by which it is bound that are required to be disclosed in the Company Disclosure Letter (iany such Contract, a “Company Contract”), is in material breach, violation or default under, and neither Company nor any of its subsidiaries has received written notice that it has breached, violated or defaulted under, any of the material terms or conditions of any of the Company Contracts in such a manner as would permit any other party to cancel or terminate any such Company Contract, or would be material to the business of Company as currently conducted. (c) the number of users accessing any website operated by Each material Company Contract is, with respect to Company or any of its subsidiaries (whether measured by registrationsas applicable), click-throughs or purchases by such usersand, to the knowledge of Company with respect to the other party thereto, valid and in full force and effect, and is enforceable in accordance with its terms, subject to (i) or laws of general application relating to bankruptcy, insolvency and the relief of debtors, and (ii) revenues generated by purchases on any such website; or (rules of law governing specific performance, injunctive relief and other equitable remedies.

Agreements, Contracts and Commitments. As of the date hereof, neither Neither Company nor any ------------------------------------- of its subsidiaries is a party to or is bound by: (ia) any employment or consulting agreement, contract or commitment with any officer or director or higher level employee or member of CompanyNetIQ's Board of Directors, other than those that are terminable by Company NetIQ or any of its subsidiaries on no more than thirty (30) days' notice without liability or financial obligation to Company, (ii) any such agreement, contract or commitment with any employee, consultant, shareholder or other person that will result in any obligation of Company or any of its subsidiaries to make any payments as a result of the transactions contemplated hereby, (iii) any agreement with any employee, consultant or shareholder of Company pursuant to which Company has loaned or is obligated to loan any money thereto or (iv) any agreement or arrangement providing for severance or termination payNetIQ; (b) any agreement or plan, including, without limitation, any stock option plan, stock appreciation right 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 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 agreement of indemnification of officers, directors or employees of Company or any guaranty other than any agreement of third party indebtedness indemnification entered into in connection with the sale or license of obligations software products in the ordinary course of officers, directors, employees or agents of Companybusiness; (d) any agreement, contract or commitment containing any covenant limiting in any respect the right of Company NetIQ or any of its subsidiaries to engage in any line of business in any geographic area or to compete with any person or granting to any person any interest in Company's exclusive distribution rights; (e) any agreement, contract or commitment currently in force relating to the disposition or acquisition by Company NetIQ or any of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which Company NetIQ has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than CompanyNetIQ's subsidiaries; (f) any dealer, distributor, joint marketing or development agreement currently in force under which NetIQ or any of its subsidiaries have continuing material obligations to jointly market any product, technology or service and which may not be canceled without penalty upon notice of ninety (90) days or less, or any material agreement pursuant to which NetIQ or any of its subsidiaries have continuing material obligations to jointly develop any intellectual property that will not be owned, in whole or in part, by NetIQ or any of its subsidiaries and which may not be canceled without penalty upon notice of ninety (90) days or less; (g) any agreement, contract or commitment containing exclusivity provisions pursuant currently in force to which Company has agreed not provide source code to purchase the goods (other than local grocery products) any third party for any product or services of, or enter into technology that is material to NetIQ and its subsidiaries taken as a commercial relationship with, another personwhole; (gh) any agreement, contract or commitment currently in force to license any third party to manufacture or reproduce any NetIQ product, service or technology or any agreement, contract or commitment currently in force to sell or distribute any NetIQ products, service or technology except agreements with distributors or sales representative in the normal course of business cancelable without penalty upon notice of ninety (90) days or less and substantially in the form previously provided to MCS; (i) 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; (hj) any settlement agreement relating entered into within five (5) years prior to any claim or suit;the date of this Agreement; or (ik) any real property lease covering more than 20,000 square feet; (j) any other agreement, contract or commitment obligating Company that has a value of $2,000,000 or more individually, other than in the event of an assignment of the LOI pursuant to make Section 5.20, the transactions contemplated by the LOI. Neither NetIQ nor any payments based on of its subsidiaries, nor to NetIQ's knowledge any other party to a NetIQ Contract (i) as defined below), is in breach, violation or default under, and neither NetIQ nor any of its subsidiaries has received written notice that it has breached, violated or defaulted under, any of the number material terms or conditions of users accessing any website operated by Company of the agreements, contracts or commitments to which NetIQ or any of its subsidiaries is a party or by which it is bound that are required to be disclosed in the NetIQ Schedules (whether measured by registrations, click-throughs or purchases by such users) or (ii) revenues generated by purchases on any such website; agreement, contract or commitment, a "NetIQ Contract") in such a manner as would permit any other party to cancel or terminate any such NetIQ Contract, or would permit any other party to seek material damages or other remedies (for any or all of such breaches, violations or defaults, in the aggregate).

Agreements, Contracts and Commitments. As (a) Section 3.13(a) of the Company Disclosure Schedule lists the following Company Contracts in effect as of the date hereofof this Agreement other than the Subscription Agreement (each, neither a “Company nor any of its subsidiaries is a party to or is bound by:Material Contract” and collectively, the “Company Material Contracts”): (i) any employment or consulting agreement, contract or commitment with any officer or director or higher level employee or member of Company's Board of Directors, other than those that are terminable each Company Contract requiring payments by Company after the date of this Agreement in excess of $500,000 pursuant to its express terms relating to the employment of, or the performance of employment-related, consulting or independent contractor services by, or the engagement as a non-employee director of, any of its subsidiaries on no more than thirty (30) days' notice without liability or financial obligation to CompanyPerson, (ii) any such agreement, contract or commitment with including any employee, consultant, shareholder non-employee director or other person that will result in any obligation independent contractor, or Entity providing employment related, consulting or independent contractor services, not terminable by Company on thirty (30) calendar days’ or less notice without liability, except to the extent general principles of Company wrongful termination Law may limit Company’s, or any of its subsidiaries such successor’s ability to make any payments as a result of the transactions contemplated hereby, (iii) any agreement with any employee, consultant or shareholder of Company pursuant to which Company has loaned or is obligated to loan any money thereto or (iv) any agreement or arrangement providing for severance or termination payterminate employees at will; (bii) each Company Contract relating to any agreement or plan, including, without limitation, including any stock option plan, stock appreciation right plan, stock purchase plan or stock purchase plan, other equity or equity-based award plan any of the benefits of which will be increased, increased or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement Contemplated Transactions (either alone or in conjunction with any other event, such as termination of employment), or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this AgreementContemplated Transactions; (ciii) each Company Contract relating to any agreement of indemnification or guaranty not entered into in the Ordinary Course of officers, directors or employees of Company or any guaranty of third party indebtedness or of obligations of officers, directors, employees or agents of CompanyBusiness; (div) any agreement, contract or commitment each Company Contract containing (A) any covenant limiting in any respect the right freedom of the Company or any of its subsidiaries the Surviving Corporation to engage in any line of business in any geographic area or to compete with any person Person, or limiting the development, manufacture or distribution of the Company’s products or services, (B) any most-favored nation pricing arrangement, (C) any exclusivity provision, (D) any agreement to purchase minimum quantity of goods or services or (E) granting to any Person a right of first refusal, a right of first negotiation or a right of first offer, in each case, to purchase, acquire, sell, exclusively license or dispose of any material assets or properties of the Company or granting to any person Person an option to purchase, acquire, sell, exclusively license or dispose of any interest in assets or properties that are material to the Company's distribution rights; (ev) each Company Contract (A) pursuant to which any agreementPerson granted the Company an exclusive license under any Intellectual Property, contract or commitment currently (B) pursuant to which the Company granted any Person an exclusive license under any Company IP Rights; (vi) each Company Contract relating to capital expenditures and requiring payments after the date of this Agreement in force excess of $100,000 pursuant to its express terms and not cancelable without penalty; (vii) each Company Contract relating to the disposition or acquisition by Company of material assets or any ownership interest in any Entity, in each case, involving payments in excess of its subsidiaries $250,000 after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which Company has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than Company's subsidiariesAgreement; (fviii) any agreement, contract or commitment containing exclusivity provisions pursuant each Company Contract relating to which Company has agreed not to purchase the goods (other than local grocery products) or services of, or enter into a commercial relationship with, another person; (g) any mortgages, indentures, guaranteesloans, loans notes or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of creditcredit in excess of $250,000 or creating any material Encumbrances with respect to any assets of the Company or any loans or debt obligations with officers or directors of the Company; (hix) each Company Contract requiring payment by or to the Company after the date of this Agreement in excess of $1,000,000 in the aggregate pursuant to its express terms relating to: (A) any settlement distribution agreement relating (identifying any that contain exclusivity provisions), (B) any agreement involving provision of services or products with respect to any claim pre-clinical or suitclinical development activities of the Company, (C) any dealer, distributor, joint marketing, alliance, joint venture, cooperation, development or other agreement currently in force under which the Company has continuing obligations to develop or market any product, technology or service, or any agreement pursuant to which the Company has continuing obligations to develop any Intellectual Property that will not be owned, in whole or in part, by the Company or (D) any Contract to license any Patent, trademark registration, service mark registration, trade name or copyright registration to or from any third party to manufacture or produce any product, service or technology of the Company or any Contract to sell, distribute or commercialize any products or service of the Company; (ix) each Company Contract with any real property lease covering more than 20,000 square feetPerson, including any financial advisor, broker, finder, investment banker or other Person, providing advisory services to the Company in connection with the Contemplated Transactions and requiring payments by the Company after the date in this Agreement in excess of $500,000 in the aggregate pursuant to its express terms; (jxi) each Company Contract to which the Company is a party or by which any of its assets and properties is currently bound, which involves annual obligations of payment by, or annual payments to, the Company in excess of $500,000; (xii) each Company Real Estate Lease; (xiii) each Contract with any academic institution or Governmental Authority; (xiv) a Contract disclosed in or required to be disclosed in Section 3.12(b) or Section 3.12(c) of the Company Disclosure Schedule; (xv) each Contract containing any royalty, “earn-out”, dividend or similar contingent payment arrangement, including (A) milestone or similar payments, including upon the achievement of regulatory or commercial milestones or (B) payment of royalties or other amounts calculated based on the revenues, income or profits of the Company; (xvi) each material Contract between the Company and a contract research organization (other than, for the avoidance of doubt, any individual clinical trial site) providing for services to the Company involving management of clinical trials of the Company’s products; (xvii) any Contract requiring that the Company use any level of efforts to develop any Intellectual Property or products or Company Product Candidates; (xviii) any Contract relating to the election of directors or appointment of officers of the Company; (xix) a Contract disclosed in or required to be disclosed in Section 3.21(a) or Section 3.21(b) of the Company Disclosure Schedule; or (xx) any other Company Contract that is not terminable at will (with no penalty or payment) by the Company, and (A) which involves payment or receipt by the Company after the date of this Agreement under any such agreement, contract or commitment obligating of more than $100,000 in the aggregate, or obligations after the date of this Agreement in excess of $100,000 in the aggregate or (B) that is material to the business or operations of the Company taken as a whole. (b) The Company has delivered or made available to make Parent accurate and complete copies of all Company Material Contracts, including all amendments thereto. There are no Company Material Contracts that are not in written form. The Company has not, nor, to the Company’s Knowledge, as of the date of this Agreement has any payments based on (i) other party to a Company Material Contract, breached, violated, threatened to terminate or defaulted under, or received notice that it breached, violated, threatened to terminate or defaulted under, any of the number terms or conditions of users accessing any website operated by Company Material Contract in such manner as would permit any other party to cancel or terminate any such Company Material Contract, or would permit any other party to seek damages which would reasonably be expected to have a Company Material Adverse Effect. As to the Company, as of the date of this Agreement, each Company Material Contract is valid, binding, enforceable and in full force and effect, subject to the Enforceability Exceptions. No Person is renegotiating, or has a right pursuant to the terms of any Company Material Contract to change, any material amount paid or payable to the Company under any Company Material Contract or any other material term or provision of its subsidiaries (whether measured by registrations, click-throughs or purchases by such users) or (ii) revenues generated by purchases on any such website; or (Company Material Contract.

Agreements, Contracts and Commitments. As of Except as otherwise set ------------------------------------- forth in the date hereofTarget Disclosure Schedules, neither Company Target nor any of its subsidiaries is a party to or is bound by: (ia) any employment or consulting agreement, contract or commitment with any officer or director or higher level employee or member of CompanyTarget's Board of Directors, other than those that are terminable by Company Target or any of its subsidiaries on no more than thirty (30) days' days notice without liability or financial obligation obligation, except to Company, (ii) any such agreement, contract or commitment with any employee, consultant, shareholder or other person that will result in any obligation the extent general principles of Company wrongful termination law may limit Target's or any of its subsidiaries subsidiaries' ability to make terminate employees at will, or any payments as a result of the transactions contemplated hereby, (iii) any agreement with any employee, consultant or shareholder of Company pursuant to which Company has loaned or is obligated to loan any money thereto or (iv) any agreement or arrangement providing for severance or termination payconsulting agreement; (b) any agreement or plan, including, without limitation, any stock option plan, stock appreciation right 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 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 agreement of indemnification outside the ordinary course of officers, directors or employees of Company Target's business or any guaranty of third party indebtedness or of obligations of officers, directors, employees or agents of Companyguaranty; (d) any agreement, contract or commitment containing any covenant limiting in any respect the right of Company Target or any of its subsidiaries or a Joint Venture to engage in any line of business in any geographic area or to compete with any person or granting to any person any interest in Company's exclusive distribution rights; (e) any agreement, contract or commitment currently in force relating to the disposition or acquisition by Company Target or any of its subsidiaries or a Joint Venture after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which Company Target has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than CompanyTarget's subsidiariessubsidiaries or a Joint Venture; (f) any licensing, distribution, sponsorship, advertising, merchant program, encoding services, hosting or other similar agreement to which Target or one of its subsidiaries or a Joint Venture is a party which may not be canceled by Target or its subsidiaries or a Joint Venture, as the case may be, without penalty in excess of $25,000 upon notice of 45 days or less or which provides for payments by or to Target or its subsidiaries or a Joint Venture in an amount in excess of $25,000 over the term of the agreement; (g) any agreement, contract or commitment containing exclusivity provisions pursuant currently in force to which Company has agreed not provide source code to purchase the goods (other than local grocery products) any third party for any product or services of, or enter into a commercial relationship with, another person; (g) 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;technology; or (h) any settlement agreement relating to any claim or suit; (i) any real property lease covering more than 20,000 square feet; (j) any other agreement, contract or commitment obligating Company currently in effect that is material to make Target's business as presently conducted. Neither Target nor any payments based on of its subsidiaries, nor to Target's knowledge any Joint Venture or any other party to a Target Contract (ias defined below), is in breach, violation or default under, and neither Target nor any of its subsidiaries nor, to the knowledge of Target, any Joint Venture has received written notice (or to its knowledge, any other form of notice) that it has breached, violated or defaulted under, any of the number material terms or conditions of users accessing any website operated by Company of the agreements, contracts or commitments to which Target or any of its subsidiaries or a Joint Venture is a party or by which it is bound that are required to be disclosed in the Target Disclosure Schedules pursuant to clauses (whether measured by registrations, click-throughs a) through (h) above or purchases by such users) or pursuant to Section 2.9 hereof (ii) revenues generated by purchases on any such website; agreement, contract or (commitment, a "Target Contract") in such a --------------- manner as would permit any other party to cancel or terminate any such Target Contract or seek damages or other remedies the effect of which would have a Material Adverse Effect on Target.

Agreements, Contracts and Commitments. As of Except for payment under End-User Licenses and as set forth on Schedule 2.12(a), the date hereofCompany does not have, neither Company nor any of its subsidiaries and is not a party to or is bound by: (ia) any collective bargaining agreements, (b) any agreements or arrangements that contain any severance pay change of control or post-employment liabilities or obligations, other than reasonable notice provisions at law, (c) any bonus, deferred compensation, pension, profit sharing or retirement plans, or any other employee benefit plans or arrangements, (d) any employment or consulting agreement, contract or commitment with any officer or director or higher level an employee or member of Company's Board of Directors, other than those that are terminable by Company individual consultant or salesperson or any of its subsidiaries on no more than thirty (30) days' notice without liability consulting or financial obligation to Company, (ii) any such sales agreement, contract or commitment with under which any employee, consultant, shareholder firm or other person that will result in any obligation of Company or any of its subsidiaries organization provides services to make any payments as a result of the transactions contemplated hereby, (iii) any agreement with any employee, consultant or shareholder of Company pursuant to which Company has loaned or is obligated to loan any money thereto or (iv) any agreement or arrangement providing for severance or termination pay;Company, (be) any agreement or plan, including, without limitation, any stock option plan, stock appreciation right 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 the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement;, (cf) any fidelity or surety bond or completion bond, (g) any lease of Personal property having a value individually in excess of Cdn$50,000, (h) any agreement of indemnification of officers, directors or employees of Company or any guaranty of third party indebtedness or of obligations of officers, directors, employees or agents of Company;guaranty, (di) any agreement, contract or commitment containing any covenant limiting in any respect the right freedom of the Company or any of its subsidiaries to engage in any line of business in any geographic area or to compete with any person or granting to any person any interest in Company's distribution rights;Person, (ej) any agreement, contract or commitment currently in force relating to the disposition or acquisition by Company or any capital expenditures and involving future payments in excess of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which Company has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than Company's subsidiaries;Cdn$50,000, (fk) any agreement, contract or commitment containing exclusivity provisions pursuant relating to which Company has agreed not to purchase the goods (other than local grocery products) disposition or services of, acquisition of assets or enter into a commercial relationship with, another person;any interest in any business enterprise outside the ordinary course of the business of the Company, (gl) 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; , including guaranties referred to in clause (h) hereof, (m) any settlement purchase order or contract for the purchase of raw materials involving Cdn$35,000 or more, (n) any construction contracts, (o) any distribution, joint marketing or development agreement, (p) any agreement relating pursuant to which the Company has granted or may grant in the future, to any claim party, a source-code license or suit;option or other right to use or acquire source-code, or (iq) any real property lease covering other agreement, contract or commitment that involves Cdn$50,000 or more than 20,000 square feet; or is not cancelable without penalty within thirty (j30) days. Except for such alleged breaches, violations and defaults, and events that would constitute a material breach, violation or default with the lapse of time, giving of notice, or both, as are all noted in Schedule 2.12(b), the Company 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 End-User License or any agreement, contract or commitment obligating Company required to make be set forth on Schedule 2.12(a) (any payments based on (i) the number of users accessing any website operated by Company such End-User License or any agreement, contract or commitment, a "CONTRACT," it being understood that this representation applies to license agreements, service agreements and management agreements in Company's standard form, which shall constitute Contracts for purposes of its subsidiaries (whether measured this Agreement, but need not be included in Schedule 2.12(a)). Each Contract is in full force and effect and, except as otherwise disclosed in Schedule 2.12(b), is not subject to any material default thereunder of which the Company has Knowledge by registrations, click-throughs any party obligated to the Company pursuant thereto. The Company has no agreements with customers or purchases by such users) or (ii) revenues generated by purchases on any such website; or (suppliers involving credit terms of more than one year.

Agreements, Contracts and Commitments. As Except as set forth in Section 3.14 and Section 3.2(b) of the date hereofParent Disclosure Letter, the Parent is neither Company nor any of its subsidiaries is a party to or nor is bound by: (ia) any employment or consulting agreement, contract or commitment with any officer or director or higher level employee or member of CompanyParent's Board of Directors, other than those that are terminable by Company or any of its subsidiaries the Parent on no more than thirty (30) days' days notice without liability or financial obligation to Company, (ii) any such agreement, contract or commitment with any employee, consultant, shareholder or other person that will result in any obligation of Company or any of its subsidiaries to make any payments as a result of the transactions contemplated hereby, (iii) any agreement with any employee, consultant or shareholder of Company pursuant to which Company has loaned or is obligated to loan any money thereto or (iv) any agreement or arrangement providing for severance or termination payobligation; (b) any agreement or plan, including, without limitation, any stock option plan, stock appreciation right 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 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 agreement of indemnification or guaranty not entered into in the ordinary course of officers, directors business other than indemnification agreements between the Parent and any of its officers or employees of Company or any guaranty of third party indebtedness or of obligations of officers, directors, employees or agents of Company; (d) any agreement, contract or commitment containing any covenant limiting in any respect the right freedom of Company or any of its subsidiaries the Parent to engage in any line of business in any geographic area or to compete with any person or granting to any person any interest in Company's exclusive distribution rights; (e) any agreement, contract or commitment currently in force relating to the disposition or acquisition by Company or any of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which Company has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than Company's subsidiaries;enterprise; or (f) any material joint marketing or development agreement. Neither the Parent, nor to the Parent's Knowledge any other party to a Parent Contract (as defined below), has breached, violated or defaulted under, or received notice that it has breached violated or defaulted under, any of the material terms or conditions of any of the agreements, contracts or commitments to which the Parent is a party or by which it is bound of the type described in clauses (a) through (f) above (any such agreement, contract or commitment containing exclusivity provisions pursuant commitment, a "Parent Contract") in such a manner as would permit any other party to which Company has agreed not to purchase the goods (other than local grocery products) cancel or services ofterminate any such Parent Contract, or enter into a commercial relationship withwould permit any other party to seek damages, another person; (g) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments relating which would be reasonably likely to be material to the borrowing of money or extension of credit; (h) any settlement agreement relating to any claim or suit; (i) any real property lease covering more than 20,000 square feet; (j) any agreement, contract or commitment obligating Company to make any payments based on (i) the number of users accessing any website operated by Company or any of its subsidiaries (whether measured by registrations, click-throughs or purchases by such users) or (ii) revenues generated by purchases on any such website; or (Parent.

Agreements, Contracts and Commitments. As of the date hereof, neither Neither Company nor any of its ------------------------------------- subsidiaries is a party to or is bound by: (ia) any written employment or consulting agreement, contract or commitment with any officer or director or higher level officer, director, Company employee or member of Company's Board of Directors, other than (i) those that are terminable by Company or any of its subsidiaries on no more than thirty (30) days' notice without liability or financial obligation to Company, all Company Benefit Plans and International Benefit Plans and (ii) any such agreement, contract employment or commitment similar agreements with any employee, consultant, shareholder or other person that will result in any obligation of Company or any of its subsidiaries to make any payments as a result of the transactions contemplated hereby, (iii) any agreement with any employee, consultant or shareholder of Company pursuant to which Company has loaned or is obligated to loan any money thereto or (iv) any agreement or arrangement providing for severance or termination payforeign employees; (b) any agreement or plan, including, without limitation, any stock option plan, stock appreciation right 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 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 material agreement of indemnification of officers, directors or employees of Company or any guaranty other than any agreement of third party indebtedness or indemnification entered into in connection with the sale of obligations products in the ordinary course of officers, directors, employees or agents of Companybusiness; (d) any material agreement, contract or commitment containing any covenant limiting in any respect the right of Company or any of its subsidiaries to engage compete with any person or entity in any line of business in any geographic area or to compete with any person or granting to any person any interest in Company's exclusive distribution rights; (e) any agreement, contract or commitment currently in force relating to the disposition or acquisition by Company or any of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which Company or any of its subsidiaries has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than Company's subsidiaries; (f) any dealer, distributor, joint marketing or development agreement currently in force under which Company or any of its subsidiaries have continuing material obligations to jointly market any product, technology or service and which may not be canceled without penalty upon notice of ninety (90) days or less, or any material agreement pursuant to which Company or any of its subsidiaries have continuing material obligations to jointly develop any intellectual property that will not be owned, in whole or in part, by Company or any of its subsidiaries and which may not be canceled without penalty upon notice of ninety (90) days or less; (g) any agreement, contract or commitment containing exclusivity provisions pursuant currently in force to which license any third party to manufacture or reproduce any Company has agreed not product, service or technology or any agreement, contract or commitment currently in force to purchase sell or distribute any Company products, service or technology except (i) agreements with distributors or sales representative in the goods normal course of business cancelable without penalty upon notice of ninety (other 90) days or less and substantially in the form previously provided to Parent and (ii) agreements, contracts or commitments involving revenues to the Company for the fiscal year ended June 30, 2000 of greater than local grocery products) or services of, or enter into a commercial relationship with, another person$1,485,000; (gh) any agreement, contract or commitment currently in force to provide source code to any third party for any product or technology that is material to Company and its subsidiaries taken as a whole; (i) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments relating to evidencing the borrowing of money or extension of credit; (h) any settlement agreement relating to any claim or suit; (i) any real property lease covering more than 20,000 square feet; (j) any agreementmaterial settlement agreement under which Company has ongoing obligations; or (k) any agreement with a customer of the Company involving revenues to the Company for the fiscal year ended June 30, contract 2000 in excess of $1,485,000. Neither Company nor any of its subsidiaries, nor to Company's knowledge any other party to a Company Contract (as defined below), is in material breach, violation or commitment obligating default under, and neither Company nor any of its subsidiaries has received written notice that it has materially breached, violated or defaulted under, any of the material terms or conditions of any of the agreements, contracts or commitments to make any payments based on (i) the number of users accessing any website operated by which Company or any of its subsidiaries is a party or by which it is bound that are required to be disclosed in the Company Schedule (whether measured by registrations, click-throughs or purchases by such users) or (ii) revenues generated by purchases on any such website; agreement, contract or (commitment, a "Company Contract").

Agreements, Contracts and Commitments. As of Except as set forth in the date hereofIPEC Schedules, neither Company IPEC nor any of its subsidiaries is a party to or is bound by: (ia) any employment or consulting agreement, contract or commitment with any officer or director or higher level employee or member of CompanyIPEC's Board of Directors, other than those that are terminable by Company IPEC or any of its subsidiaries on no more than thirty (30) days' days notice without liability or financial obligation obligation, except to Company, (ii) any such agreement, contract or commitment with any employee, consultant, shareholder or other person that will result in any obligation the extent general principles of Company wrongful termination law may limit IPEC's or any of its subsidiaries subsidiaries' ability to make any payments as a result of the transactions contemplated hereby, (iii) any agreement with any employee, consultant or shareholder of Company pursuant to which Company has loaned or is obligated to loan any money thereto or (iv) any agreement or arrangement providing for severance or termination payterminate employees at will; (b) any agreement or plan, including, without limitation, any stock option plan, stock appreciation right 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 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 agreement of indemnification or guaranty not entered into in the ordinary course of officers, directors or employees of Company business including any indemnification agreements between IPEC or any guaranty of third party indebtedness its subsidiaries and any of its officers or of obligations of officers, directors, employees or agents of Company; (d) any agreement, contract or commitment containing any covenant limiting in any respect the right freedom of Company IPEC or any of its subsidiaries to engage in any line of business in any geographic area or to compete with any person or granting to any person any interest in Company's exclusive distribution rights; (e) any agreement, contract or commitment currently in force relating to the disposition or acquisition by Company or any of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which Company has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than Company's subsidiariesenterprise; (f) any material joint marketing or development agreement, contract or commitment containing exclusivity provisions pursuant to which Company has agreed not to purchase the goods (other than local grocery products) or services of, or enter into a commercial relationship with, another person;; or (g) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments material agreement relating to the borrowing sale or purchase of money any business or extension business assets providing for payment of credit; any deferred or contingent consideration by IPEC or providing for indemnification by IPEC. Neither IPEC nor any of its subsidiaries, nor to IPEC's knowledge any other party to an IPEC Contract (h) as defined below), has breached, violated or defaulted under, or received notice that it has breached, violated or defaulted under, any settlement agreement relating of the material terms or conditions of any of the agreements, contracts or commitments to any claim or suit; (i) any real property lease covering more than 20,000 square feet; (j) any agreement, contract or commitment obligating Company to make any payments based on (i) the number of users accessing any website operated by Company which IPEC or any of its subsidiaries is a party or by which it is bound of the type described in clauses (whether measured by registrations, click-throughs or purchases by such usersa) or through (iig) revenues generated by purchases on above (any such website; agreement, contract or (commitment, an "IPEC Contract") in such a manner as would permit any other party to cancel or terminate any such IPEC Contract, or would permit any other party to seek damages, which would be reasonably likely to be material to IPEC.

Agreements, Contracts and Commitments. As of the date hereof, neither Neither Company nor any of its subsidiaries is a party to or is bound by: (ia) any employment or consulting agreement, contract or commitment with any officer or director or higher level officer, director, Company employee currently earning an annual salary in excess of $100,000 or member of Company's Board of Directors, other than those that are terminable by Company or any of its subsidiaries on no more than thirty (30) days' notice without liability or financial obligation to the Company, (ii) any such agreement, contract or commitment with any employee, consultant, shareholder or other person that will result in any obligation of Company or any of its subsidiaries to make any payments as a result of the transactions contemplated hereby, (iii) any agreement with any employee, consultant or shareholder of Company pursuant to which Company has loaned or is obligated to loan any money thereto or (iv) any agreement or arrangement providing for severance or termination pay; (b) any agreement or plan, including, without limitation, any stock option plan, stock appreciation right 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 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 material agreement of indemnification of officers, directors or employees of Company or any guaranty other than any agreement of third party indebtedness indemnification entered into in connection with the sale or license of obligations software products in the ordinary course of officers, directors, employees or agents of Companybusiness; (d) any material agreement, contract or commitment containing any covenant limiting in any respect the right of Company or any of its subsidiaries to engage in any line of business in any geographic area or to compete with any person or granting to any person any interest in Company's exclusive distribution rights; (e) any agreement, contract or commitment currently in force relating to the disposition or acquisition by Company or any of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which Company or any of its subsidiaries has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than Company's subsidiaries; (f) any dealer, distributor, joint marketing or development agreement currently in force under which Company or any of its subsidiaries have continuing material obligations to jointly market any product, technology or service and which may not be canceled without penalty upon notice of ninety (90) days or less, or any material agreement pursuant to which Company or any of its subsidiaries have continuing material obligations to jointly develop any intellectual property that will not be owned, in whole or in part, by Company or any of its subsidiaries and which may not be canceled without penalty upon notice of ninety (90) days or less; (g) any agreement, contract or commitment containing exclusivity provisions pursuant currently in force to which provide source code to any third party for any product or technology that is material to Company has agreed not to purchase the goods (other than local grocery products) or services of, or enter into and its subsidiaries taken as a commercial relationship with, another personwhole; (gh) any agreement, contract or commitment currently in force to license any third party to manufacture or reproduce any Company product, service or technology or any agreement, contract or commitment currently in force to sell or distribute any Company products, service or technology except agreements with distributors or sales representative in the normal course of business cancelable without penalty upon notice of ninety (90) days or less and substantially in the form previously provided to Parent; (i) 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; (h) any settlement agreement relating to any claim or suit; (i) any real property lease covering more than 20,000 square feet; (j) any material settlement agreement entered into within five (5) years prior to the date of this Agreement; or (k) any other agreement, contract or commitment obligating that has a value of $500,000 or more individually. Neither Company nor any of its subsidiaries, nor to make Company's knowledge any payments based on other party to a Company Contract (i) as defined below), is in breach, violation or default under, and neither Company nor any of its subsidiaries has received written notice that it has breached, violated or defaulted under, any of the number material terms or conditions of users accessing any website operated by of the agreements, contracts or commitments to which Company or any of its subsidiaries is a party or by which it is bound that are required to be disclosed in the Company Schedule (whether measured by registrations, click-throughs or purchases by such users) or (ii) revenues generated by purchases on any such website; agreement, contract or commitment, a "COMPANY CONTRACT") in such a manner as would permit any other party to cancel or terminate any such Company Contract, or would permit any other party to seek material damages or other remedies (for any or all of such breaches, violations or defaults, in the aggregate).

Agreements, Contracts and Commitments. As of the date hereof, except as provided in Parent Schedule 3.16, neither Company Parent nor any of its subsidiaries is a party to or is bound by: (i) any employment or consulting agreement, contract or commitment with any officer or director or higher level employee or member of CompanyParent's Board of Directors, other than those that are terminable by Company Parent or any of its subsidiaries on no more than thirty (30) days' notice without liability or financial obligation to CompanyParent, (ii) any such agreement, contract or commitment with any employee, consultant, shareholder stockholder or other person that will result in any obligation of Company Parent or any of its subsidiaries to make any payments as a result of the transactions contemplated hereby, (iii) any agreement with any employee, consultant or shareholder stockholder of Company Parent pursuant to which Company Parent has loaned or is obligated to loan any money thereto or (iv) any arrangement or agreement or arrangement providing for severance or termination pay; (b) any agreement or plan, including, without limitation, any stock option plan, warrant agreement, stock appreciation right 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 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 agreement of indemnification of officers, directors or employees of Company Parent, except as provided for in Parent's Articles of Incorporation or Bylaws, or any guaranty of third party indebtedness or of obligations of officers, directors, employees or agents of CompanyParent; (d) any agreement, contract or commitment containing any covenant limiting in any respect the right of Company Parent or any of its subsidiaries to engage in any line of business in any geographic area or to compete with any person or granting to any person any interest in CompanyParent's distribution rights; (e) any agreement, contract or commitment currently in force relating to the disposition or acquisition by Company Parent or any of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which Company Parent has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than CompanyParent's subsidiaries; (f) any agreementcontract, contract agreement or commitment containing exclusivity provisions pursuant to which Company Parent has agreed not to purchase the goods (other than local grocery products) or services of, or enter into a commercial relationship with, another person; (g) 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; (h) any settlement agreement relating to any claim or suit; (i) any real property lease covering more than 20,000 25,000 square feet;; or (j) any other agreement, lease, contract or commitment obligating Company that involves remaining obligations of Parent of $100,000 or more individually. Neither Parent nor any of its subsidiaries, nor to make Parent's knowledge any payments based on other party to a Parent Contract (i) as defined below), is in breach, violation or default under, and neither Parent nor any of its subsidiaries has received written notice that it has breached, violated or defaulted under, any of the number terms or conditions of users accessing any website operated by Company of the agreements, contracts or commitments to which Parent or any of its subsidiaries is a party or by which it is bound that are required to be disclosed in the Parent Schedules (whether measured by registrations, click-throughs or purchases by such users) or (ii) revenues generated by purchases on any such website; agreement, contract or commitment, a "PARENT CONTRACT") in such a manner as would permit any other party to cancel or terminate any such Parent Contract, or would permit any other party to seek material damages or other remedies (for any or all of such breaches, violations or defaults, in the aggregate).

Agreements, Contracts and Commitments. As (a) Schedule 2.8(a) identifies, and the Company has made available to Merger Sub, true, complete and correct copies of each of the date hereof, neither following Contracts to which the Company nor or any of its subsidiaries Subsidiaries is a party to or is bound by:the extent not available in complete and unredacted form on XXXXX (each, a “Company Material Contract” and, collectively, the “Company Material Contracts”): (i) each Contract that would be required to be filed as an exhibit to a Registration Statement on Form S-1 under the Securities Act or an Annual Report on Form 10-K under the Exchange Act if such registration statement or report was filed by the Company with the Securities and Exchange Commission on the date of this Agreement; (ii) any employment agreement (other than (x) Contracts for “at will” employment that do not contain any severance obligations and (y) non-competition Contracts benefiting the Company between the Company and any employee of the Company or consulting any of its Subsidiaries), and any agreement, contract or commitment with any officer or director or higher level employee or member of Company's Board of Directors, other than those that are terminable by pursuant to which the Company or any of its subsidiaries Subsidiaries is or may become obligated to make any severance, termination or similar payment to any current or former employee, executive officer or director of the Company or any of its Subsidiaries; (iii) any Contract that limits (or would limit after the date hereof) the freedom or ability of the Company or any of its Subsidiaries to compete in any material manner in any line of business or in any geographic area; (iv) any Contract (other than Company Stock Options) to which the Company or any of its Subsidiaries is a party (A) relating to the acquisition, issuance, voting, registration, sale or transfer of any securities of any of the Company or any of its Subsidiaries, (B) providing any Person with any preemptive right or any similar right with respect to any securities of any of the Company or any of its Subsidiaries, or (C) providing the Company or any of its Subsidiaries with any right of first refusal with respect to, or right to repurchase or redeem, any securities of the Company or any of its Subsidiaries; (v) any Contract (or group of related agreements with the same third parties) under which the Company or any of its Subsidiaries created, incurred, assumed or guaranteed any Funded Debt or letters of credit (other than Contracts between the Company and any of its Subsidiaries or between Subsidiaries of the Company); (vi) any Contract containing “standstill” or similar provisions currently in effect; (vii) any Contract that contemplates or involves the payment or delivery of cash or other consideration by or to the Company or any of its Subsidiaries in an amount or having a value in excess of $250,000 in the aggregate for, or contemplates or involves the performance of services by or to the Company or any of its Subsidiaries having a value in excess of $250,000 in the aggregate; (viii) any partnership, limited liability company, joint venture or other similar agreement that is material to the Company and its Subsidiaries; (ix) Contracts under which the Company or any of its Subsidiaries has (x) lent or promised to lend, or made any other loan or advance to, or other investment in, any other Person, in each case, in excess of $50,000 or (y) lent or promised to lend, or made any other loan or advance to an executive officer or director of the Company or any of its Subsidiaries; (x) distribution or franchise Contracts related to the assets or the businesses of the Company or any of its Subsidiaries, except for such Contracts that are cancelable on no not more than thirty (30) days' ’ notice without liability or financial obligation to Company, (ii) any such agreement, contract or commitment with any employee, consultant, shareholder or other person that will result in any obligation of by the Company or any of its subsidiaries to make any payments as a result of the transactions contemplated hereby, (iii) any agreement with any employee, consultant Subsidiaries without penalty or shareholder of Company pursuant to which Company has loaned or is obligated to loan any money thereto or (iv) any agreement or arrangement providing for severance or termination payincreased cost; (bxi) any agreement consulting, agency or plan, including, without limitation, any stock option plan, stock appreciation right plan advertising Contracts related to the assets or stock purchase plan, any the businesses 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 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 agreement of indemnification of officers, directors or employees of Company or any guaranty of third party indebtedness or of obligations of officers, directors, employees or agents of Company; (d) any agreement, contract or commitment containing any covenant limiting in any respect the right of Company or any of its subsidiaries Subsidiaries, and involving payment to engage in any line of business in any geographic area or to compete with any person or granting to any person any interest in Company's distribution rights; (e) any agreement, contract or commitment currently in force relating to by the disposition or acquisition by Company or any of its subsidiaries after Subsidiaries in excess of $250,000, except for such Contracts that are cancelable on not more than thirty (30) days’ notice by the Company or any of its Subsidiaries without penalty or increased cost; (xii) Contracts relating to licenses or royalties, whether the Company or any of its Subsidiaries is the licensor or licensee thereunder (other than with respect to off-the-shelf or prepackaged software); (xiii) Contracts for the purchase or sale of any business, corporation, partnership, joint venture, association or other business organization or any division, operating unit or product line of the Company or any of its Subsidiaries; (xiv) Contracts for the lease (whether the Company or any of its Subsidiaries is lessee or lessor thereunder) or rental of any Rental Fleet with (A) a term of one year or longer or (B) where the aggregate payments under any lease where the Company or any of its Subsidiaries is the lessee thereunder are more than $500,000; Schedule 2.8(a)(xiv) lists, as of February 28, 2005, the original cost basis of all Rental Fleet subject to leases where the Company or any of its Subsidiaries is the lessee thereunder required to be disclosed on such schedule pursuant to this clause (xiv); (xv) powers of attorney; (xvi) Contracts under which the consequences of a default or termination would reasonably be expected to have a Material Adverse Effect on the Company or any of its Subsidiaries; (xvii) any Contract granting another Person an option to purchase or sell (A) personal property or assets of the Company or any of its Subsidiaries having a value in excess of $250,000 or (B) any Owned Real Property; (xviii) Contracts relating to commissions based on amounts paid for the sale, lease or rental of Rental Fleet to be paid by the Company or any of its Subsidiaries to any Person, other than an employee of the Company or any of its Subsidiaries, that are not terminable at the discretion of the Company or any of its Subsidiaries; (xix) Contracts relating to suretyship or performance bond, whether the Company or any of its Subsidiaries is the beneficiary or obligor thereunder; (xx) Contracts relating to material indemnification or contribution obligations of the Company or any of its Subsidiaries, other than pursuant to the Contracts listed pursuant to Section 2.8(a)(viii); and (xxi) Government Contracts involving payments in excess of $100,000. (b) Neither the Company nor any of its Subsidiaries is currently in material breach of, or has received in writing any claim or threat that it is currently in material breach of, any of the terms or conditions of any Company Material Contract. Neither the Company nor any of its Subsidiaries has received notice of a claim for indemnification under any Company Material Contract. (c) Each Company Material Contract is in full force and effect and, to the knowledge of the Company, no other party to such contract is in default in any material respect. (d) Schedule 2.8(d) is a true and complete list as of April 1, 2005 of all purchase orders for Rental Fleet and Property, Plant and Equipment (as defined under GAAP) submitted by the Company or any of its Subsidiaries for which the equipment has not been received by the Company or its Subsidiaries as of the date hereof. (e) To the Company’s knowledge, each of the Company’s and its Subsidiaries’ accounting and procurement systems are in compliance in all material respects with all material governmental regulations and requirements applicable to Government Contracts. (f) To the Company’s knowledge, with respect to each Government Contract for which performance has not been or was not completed or final payment has not been or was not received, in either case, prior to the date that is three years prior to the date of this Agreement Agreement: (i) the Company and each of its Subsidiaries have complied with all material terms and conditions of such Government Contract; (ii) the Company and each of its Subsidiaries have complied with all material requirement of Law expressly pertaining to such Government Contract; (iii) all facts set forth in or acknowledged by any representations and certifications executed by the Company in connection with a Government Contract were complete and correct in all material amount respects as of assets their effective date, and the Company and each of its Subsidiaries have complied in all material respects with any material obligations imposed by such representations and certifications; (iv) neither the United States Government nor any prime contractor, subcontractor or other Person has notified the Company or any of its Subsidiaries, either orally or in writing, that the Company or any of its Subsidiaries has breached or violated in any material respect any Law, or any material certification, representation, clause, provision or requirement pertaining to such Government Contract; and (v) no termination for convenience, termination for default, cure notice or show cause notice is in effect as of the date hereof pertaining to any Government Contract, except any notice that, individually or in the aggregate, has not had, and could not reasonably be expected to have, a Material Adverse Effect on the Company. (g) Neither the Company nor any of its Subsidiaries nor to the knowledge of the Company any of their respective directors or officers is (or during the last three (3) years has been) under any material administrative, civil or criminal investigation, or indictment or audit by any Governmental Authority with respect to any alleged irregularity, misstatement or omission arising under or relating to any Government Contract (other than in the ordinary course of business consistent with past practice, such as routine DCAA audits, in which no such irregularities, misstatements or pursuant omissions were identified that, individually or in the aggregate, had, or could reasonably be expected to which have, a Material Adverse Effect on the Company); and during the last three (3) years, to the Company’s knowledge, neither the Company nor any of its Subsidiaries has conducted or initiated any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than Company's subsidiaries; (f) any agreement, contract or commitment containing exclusivity provisions pursuant to which Company has agreed not to purchase the goods internal investigation (other than local grocery productsin the ordinary course of business) or services ofmade a voluntary disclosure to the United States Government, with respect to any alleged material irregularity, misstatement or enter into a commercial relationship with, another person; (g) any mortgages, indentures, guarantees, loans omission arising under or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit;any Government Contract. (h) any settlement agreement relating to any claim or suit; To the Company’s knowledge, there are (i) any real property lease covering more than 20,000 square feet; (j) any agreement, contract or commitment obligating Company to make any payments based on (i) no outstanding claims against the number of users accessing any website operated by Company or any of its subsidiaries (whether measured Subsidiaries, either by registrationsthe United States Government or by any prime contractor, click-throughs subcontractor, vendor or purchases by such users) other third party, arising under or relating to any Government Contract; (ii) revenues generated no formal disputes between the Company or any its Subsidiaries, on the one hand, and the United States Government, on the other hand, under the Contract Disputes Act or any other Laws; and (iii) and no disputes between the Company or any of its Subsidiaries, on the one hand, and any prime contractor, subcontractor or vendor, on the other hand, arising under or relating to any Government Contract, except in each case, for any claim or dispute where the amount in dispute is not in excess of $100,000. (i) Neither the Company nor any of its Subsidiaries nor, to the Company’s knowledge any of its or the Subsidiary’s directors or officers is (or during the last three (3) years has been) suspended or debarred from participation in the award of contracts with any Governmental Authority or has been (or during such period was) found nonresponsible by purchases on any such website; Governmental Authority (it being understood that debarment and suspension and nonresponsibility does not include ineligibility to bid for certain contracts due to generally applicable bidding requirements). (j) No Government Contract to which the Company or (any of its Subsidiaries is a party has an aggregate funded or unfunded backlog in excess of $500,000.

Agreements, Contracts and Commitments. As of the date hereof, neither Neither Company nor any of its subsidiaries Company Subsidiary is a party to or is bound by: (ia) any employment employment, retention or consulting agreement, contract or commitment with any officer or director or higher level employee or member of Company's ’s Board of Directors, other than those that are terminable by Company or any of its subsidiaries Company Subsidiary on no more than thirty (30) days' ’ notice without liability or financial obligation to Company, (ii) any such agreement, contract or commitment with any employee, consultant, shareholder or other person that will result in any obligation of Company or any otherwise in accordance with the statutory requirements of its subsidiaries to make any payments as a result of the transactions contemplated hereby, (iii) any agreement with any employee, consultant or shareholder of Company pursuant to foreign jurisdictions in which Company has loaned or is obligated to loan any money thereto or (iv) any agreement or arrangement providing for severance or termination pay;Subsidiaries are located. (b) any agreement or plan, including, without limitation, any stock option plan, stock appreciation right 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 (with or without the occurrence of any other 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 agreement of indemnification or any guaranty other than (i) any indemnification obligation of officers, directors or employees of the Company or any guaranty Company Subsidiary to its officers or directors and (ii) indemnification provisions included in agreements entered into by Company in the ordinary course of third party indebtedness business, which would not, individually or of obligations of officersin the aggregate, directors, employees or agents of Companyhave a Material Adverse Effect; (d) any agreement, contract or commitment containing any covenant limiting in any respect a material manner the right of Company or any of its subsidiaries Company Subsidiary to engage in any line of business in any geographic area or to compete with any person or granting to any person any interest in Company's exclusive distribution rights; (e) any agreement, contract or commitment currently in force relating to the disposition or acquisition by Company or any of its subsidiaries Company Subsidiary after the date of this Agreement of a material amount of assets (including intangible assets) not in the ordinary course of business or pursuant to which Company has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than Company's subsidiariesCompany Subsidiaries; (f) any dealer, distributor, joint marketing or development agreement under which Company or any Company Subsidiary has continuing obligations to jointly market any product, technology or service and which may not be canceled without penalty upon notice of ninety (90) days or less and, in the case of dealer, distributor or joint marketing agreements, which involve payments by or to Company of $100,000 or more, or any agreement pursuant to which Company or any Company Subsidiary has continuing material obligations to jointly develop any intellectual property that will not be owned, in whole or in part, by Company or Company Subsidiaries; (g) any agreement, contract or commitment containing exclusivity provisions pursuant to which license any third party to manufacture or reproduce any Company has agreed not product, service or technology or any agreement, contract or commitment to purchase sell, manufacture, test, assemble or distribute any Company products, including any parts or components thereof, service or technology except agreements with distributors or sales representative in the goods normal course of business cancelable without penalty upon notice of ninety (other than local grocery products90) days or services of, or enter into a commercial relationship with, another personless and substantially in the form previously provided to Parent; (gh) any agreement, contract, commitment or license to either (i) acquire or license any material Intellectual Property from any third party or (ii) license or transfer any material Company Intellectual Property to any third party; (i) any material mortgages, indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit; (h) any settlement agreement relating to any claim or suit; (i) any real property lease covering more credit other than 20,000 square feettrade payables and receivables; (j) any agreement relating to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise) other than the termination of leases or disposition of fixed assets in connection with restructuring activities; (k) any settlement agreement entered into prior to the date of this Agreement or proposed settlement agreement pursuant to which Company has ongoing payment obligations in excess of $50,000 individually or $200,000 in the aggregate; (l) any agreement that obligates Company or any Company Subsidiary to purchase, order or pay for a minimum amount, except for such contracts that require payment by Company of $50,000 or less per year, and in the aggregate involve payments of no more than $200,000; or (m) any other agreement, contract or commitment obligating that includes receipts or expenditures of $50,000 or more individually. Neither Company nor any Company Subsidiaries, nor to make Company’s Knowledge any payments based other party to a Company Contract (as defined below), is in breach, violation or default under, and neither Company nor any Company Subsidiaries has received written notice that it has breached, violated or defaulted under, any of the material terms or conditions of any of the agreements, contracts or commitments to which Company or any Company Subsidiary is a party or by which it is bound that are required to be disclosed as exceptions to this Section 4.10 (any such agreement, contract or commitment, a “Company Contract”) in such a manner as would permit any other party to cancel or terminate any such Company Contract, or would permit any other party to seek damages or other remedies (for any or all of such breaches, violations or defaults, in the aggregate, except as would not, individually or in the aggregate, be material to Company). Each Company Contract is valid and binding on Company or its Subsidiaries, as the case may be and, to the Knowledge of Company, on the other parties thereto, and is in full force and effect. The Company has provided or made available to Parent true, complete and correct copies of (i) the number of users accessing any website operated by all Company or any of its subsidiaries (whether measured by registrations, click-throughs or purchases by such users) or Contracts and (ii) revenues generated by purchases all agreements listed as exhibits on any such website; the Company 10-K or (the Company 10-Q.

Agreements, Contracts and Commitments. As of Except as set forth on Section 3.16 to the date hereofDisclosure Schedules, neither Company Target nor any of its subsidiaries is a party to or is bound by: (ia) any employment or consulting agreement, contract or commitment with any officer or director or higher level employee or member of CompanyTarget's Board of Directors, other than those that are terminable by Company Target or any of its subsidiaries on no more than thirty (30) days' notice without liability or financial obligation to Company, (ii) any such agreement, contract or commitment with any employee, consultant, shareholder or other person that will result in any obligation of Company or any of its subsidiaries to make any payments as a result of the transactions contemplated hereby, (iii) any agreement with any employee, consultant or shareholder of Company pursuant to which Company has loaned or is obligated to loan any money thereto or (iv) any agreement or arrangement providing for severance or termination payTarget; (b) any agreement or plan, including, without limitation, any stock option plan, stock appreciation right 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 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 agreement of indemnification of officers, directors or employees of Company or any guaranty other than any agreement of third party indebtedness indemnification entered into in connection with the sale or license of obligations computer or communications hardware products in the ordinary course of officers, directors, employees or agents of Companybusiness; (d) any agreement, contract or commitment containing any covenant limiting in any respect the right of Company Target or any of its subsidiaries to engage in any line of business, conduct business in any geographic geographical area or to compete with any person or granting to any person any interest in Company's exclusive distribution rights; (e) any agreement, contract or commitment currently in force relating to the disposition or acquisition by Company Target or any of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which Company Target has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than CompanyTarget's subsidiaries; (f) any dealer, distributor, joint marketing or development agreement currently in force under which Target or any of its subsidiaries have continuing material obligations to jointly market any product, technology or service and which may not be canceled without penalty upon notice of ninety (90) days or less, or any material agreement pursuant to which Target or any of its subsidiaries have continuing material obligations to jointly develop any intellectual property that will not be owned, in whole or in part, by Target or any of its subsidiaries and which may not be canceled without penalty upon notice of ninety (90) days or less; (g) any agreement, contract or commitment containing exclusivity provisions pursuant currently in force to which Company has agreed not provide source code to purchase the goods (other than local grocery products) any third party for any product or services of, or enter into technology that is material to Target and its subsidiaries taken as a commercial relationship with, another personwhole; (gh) any agreement, contract or commitment currently in force to license any third party to manufacture or reproduce any Target product, service or technology or any agreement, contract or commitment currently in force to sell or distribute any Target products, service or technology except agreements with distributors or sales representative in the normal course of business cancelable without penalty upon notice of ninety (90) days or less and substantially in the form previously provided to Parent; (i) 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; (hj) any settlement agreement relating entered into within five (5) years prior to any claim or suit;the date of this Agreement; or (ik) any real property lease covering more than 20,000 square feet; (j) any other agreement, contract or commitment obligating Company that has a value of $1,000,000 or more individually. Neither Target nor any of its subsidiaries, nor to make Target's knowledge any payments based on other party to a Target Contract (ias defined below), is (or with nothing more than notice and/or the passage of time will be) in breach, violation or default under, and neither Target nor any of its subsidiaries has received written notice that it has breached, violated or defaulted under, any of the number material terms or conditions of users accessing any website operated by Company of the agreements, contracts or commitments to which Target or any of its subsidiaries is a party or by which it is bound that are required to be disclosed in the Disclosure Schedules (whether measured any such agreement, contract or commitment, a "Target Contract") in such a manner as would permit any other party to cancel or terminate any such Target Contract, or would permit any other party to seek material damages or other remedies (for any or all of such breaches, violations or defaults, in the aggregate). Each Target Contract is in full force and effect, and is a legal, valid and binding obligation of Target or a subsidiary of Target and, to the knowledge of Target, each of the other parties thereto, enforceable in accordance with its terms, except (a) that the enforcement thereof may be limited by registrations(i) bankruptcy, click-throughs insolvency, reorganization, moratorium or purchases by such users) other similar laws now or hereafter in effect relating to creditors' rights generally and (ii) revenues generated by purchases general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law) and (b) as would not, individually or in the aggregate, be reasonably expected to result in a Material Adverse Effect on any such website; or (Target.

Agreements, Contracts and Commitments. As of the date hereof, neither Neither Company nor any of ------------------------------------- its subsidiaries is a party to or is bound by: (ia) any employment or consulting agreement, contract or commitment with any officer or director or higher level employee or member of Company's Board of Directors, other than those that are terminable by Company or any of its subsidiaries on no more than thirty (30) days' notice without liability or financial obligation to the Company, (ii) any such agreement, contract or commitment with any employee, consultant, shareholder or other person that will result in any obligation of Company or any of its subsidiaries to make any payments as a result of the transactions contemplated hereby, (iii) any agreement with any employee, consultant or shareholder of Company pursuant to which Company has loaned or is obligated to loan any money thereto or (iv) any agreement or arrangement providing for severance or termination pay; (b) any agreement or plan, including, without limitation, any stock option plan, stock appreciation right 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 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 agreement of indemnification of officers, directors or employees of Company or any guaranty other than any agreement of third party indebtedness indemnification entered into in connection with the sale or license of obligations software products or services in the ordinary course of officers, directors, employees or agents of Companybusiness; (d) any agreement, contract or commitment containing any covenant limiting in any respect the right of Company or any of its subsidiaries to engage in any line of business in any geographic area or to compete with any person or granting to any person any interest in Company's exclusive distribution rights; (e) any agreement, contract or commitment currently in force relating to the disposition or acquisition by Company or any of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which Company or any of its subsidiaries has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than Company's subsidiaries; (f) any dealer, distributor, joint marketing or development agreement currently in force under which Company or any of its subsidiaries have continuing material obligations to jointly market any product, technology or service and which may not be canceled without penalty upon notice of ninety (90) days or less, or any material agreement pursuant to which Company or any of its subsidiaries have continuing material obligations to jointly develop any intellectual property that will not be owned, in whole or in part, by Company or any of its subsidiaries and which may not be canceled without penalty upon notice of ninety (90) days or less; (g) any agreement, contract or commitment containing exclusivity provisions pursuant currently in force to which provide source code to any third party for any product or technology that is material to Company has agreed not to purchase the goods (other than local grocery products) or services of, or enter into and its subsidiaries taken as a commercial relationship with, another personwhole; (gh) any agreement, contract or commitment currently in force to license any third party to manufacture or reproduce any Company product, service or technology or any agreement, contract or commitment currently in force to sell or distribute any Company products, service or technology except agreements with distributors or sales representative in the normal course of business cancelable without penalty upon notice of ninety (90) days or less and substantially in the form previously provided to Parent; (i) 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; (h) any settlement agreement relating to any claim or suit; (i) any real property lease covering more than 20,000 square feet; (j) any material settlement agreement entered into within five (5) years prior to the date of this Agreement; or (k) any other agreement, contract or commitment obligating under which Company or a subsidiary is contractually obligated to make or entitled to receive payments of $250,000 or more individually. Neither Company nor any payments based on of its subsidiaries, nor to Company's knowledge any other party to a Company Contract (i) as defined below), is in breach, violation or default under, and neither Company nor any of its subsidiaries has received written notice that it has breached, violated or defaulted under, any of the number material terms or conditions of users accessing any website operated by of the agreements, contracts or commitments to which Company or any of its subsidiaries is a party or by which it is bound that are required to be disclosed in the Company Schedule (whether measured by registrations, click-throughs or purchases by such users) or (ii) revenues generated by purchases on any such website; agreement, contract or commitment, a "Company Contract") in such a manner as would permit any other party to cancel or terminate any such Company Contract, or would permit any other party to seek material damages or other remedies (for any or all of such breaches, violations or defaults, in the aggregate).

Agreements, Contracts and Commitments. As of Except as set forth in the date hereofSPI Schedules, neither Company SPI nor any of its subsidiaries is a party to or is bound by: (ia) any employment or consulting agreement, contract or commitment with any officer or director or higher level employee or member of CompanySPI's Board of Directors, other than those that are terminable by Company SPI or any of its subsidiaries on no more than thirty (30) days' days notice without liability or financial obligation obligation, except to Company, (ii) any such agreement, contract or commitment with any employee, consultant, shareholder or other person that will result in any obligation the extent general principles of Company wrongful termination law may limit SPI's or any of its subsidiaries subsidiaries' ability to make any payments as a result of the transactions contemplated hereby, (iii) any agreement with any employee, consultant or shareholder of Company pursuant to which Company has loaned or is obligated to loan any money thereto or (iv) any agreement or arrangement providing for severance or termination payterminate employees at will; (b) any agreement or plan, including, without limitation, any stock option plan, stock appreciation right 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 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 agreement of indemnification or guaranty not entered into in the ordinary course of officers, directors or employees of Company business other than indemnification agreements between SPI or any guaranty of third party indebtedness its subsidiaries and any of its officers or of obligations of officers, directors, employees or agents of Company; (d) any agreement, contract or commitment containing any covenant limiting in any respect the right freedom of Company SPI or any of its subsidiaries to engage in any line of business (except for license agreements entered into in any geographic area the ordinary course of business with SPI as the licensee, which limit SPI's activities thereunder to the scope of the license) or to compete with any person or granting any exclusive distribution rights to any person any interest in Company's distribution rightsa third party; (e) any agreement, contract or commitment currently in force relating to the disposition or acquisition by Company or any of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which Company has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than Company's subsidiariesenterprise; (f) any material joint marketing or development agreement; (g) any agreement, contract or commitment containing exclusivity provisions pursuant currently in force to which Company has agreed not to purchase the goods (other than local grocery products) provide or services ofreceive source code for any product, service or enter into a commercial relationship with, another person; (g) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credittechnology except for maintenance purposes; (h) any settlement agreement relating to any claim or suit; (i) any real property lease covering more than 20,000 square feet; (j) any agreement, contract or commitment obligating Company currently in force to make license any payments based on third party to manufacture or reproduce any SPI product, service or technology except as a distributor in the normal course of business. Neither SPI nor any of its subsidiaries, nor to SPI's knowledge any other party to an SPI Contract (i) as defined below), has breached, violated or defaulted under, or received notice that it has breached violated or defaulted under, any of the number material terms or conditions of users accessing any website operated by Company of the agreements, contracts or commitments to which SPI or any of its subsidiaries is a party or by which it is bound of the type described in clauses (whether measured by registrations, click-throughs or purchases by such usersa) or through (iih) revenues generated by purchases on above (any such website; agreement, contract or (commitment, an "SPI Contract") in such a manner as would permit any other party to seek damages, which would be reasonably likely to be material to SPI, or would permit any other party to cancel or terminate any such SPI Contract.

Agreements, Contracts and Commitments. As of the date hereof, neither except as provided in Schedule 2.17 of the Company nor any of its subsidiaries Schedule, Company is not a party to or and is not bound by: (i) any employment employment, consulting, director or consulting advisory board member agreement, contract or commitment with any officer officer, advisory board member or director or higher level employee or member of Company's Board of Directors, other than those that are terminable by Company or any of its subsidiaries on no more than thirty (30) days' notice without liability or financial obligation to Company, (ii) any such agreement, contract or commitment with any employee, consultant, director, advisory board member, shareholder or other person that will result in any obligation of Company or any of its subsidiaries to make any payments as a result of the transactions contemplated hereby, (iii) any agreement with any employee, consultant consultant, director, advisory board member, or shareholder of Company pursuant to which Company has loaned or is obligated to loan any money thereto or (iv) any agreement or arrangement providing for severance or termination pay; (b) any agreement or plan, including, without limitation, any stock option plan, warrant agreement, stock appreciation right 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 the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, except the acceleration and exercise or termination of the Company Options as contemplated by Section 4.1; (c) any agreement of indemnification of officers, directors or employees of Company Company, except as provided for in Company's Certificate of Incorporation or Bylaws, or any guaranty of third party indebtedness or of obligations of officers, directors, employees or agents of Company; (d) any agreement, contract or commitment containing any covenant limiting in any respect the right of Company or any of its subsidiaries to engage in any line of business in any geographic area or to compete with any person or granting to any person any interest in Company's distribution rights; (e) any agreement, contract or commitment currently in force relating to the disposition or acquisition by Company or any of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which Company has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than Company's subsidiariesenterprise; (f) any agreement, contract or commitment containing exclusivity provisions pursuant to which Company has agreed not to purchase the goods (other than local grocery products) or services of, or enter into a commercial relationship with, another person; (g) 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; (h) any settlement agreement relating to any claim or suit; (i) any real property lease covering more than 20,000 square feetlease; (j) any other agreement or contract that contains a non-compete provision or a confidentiality provision binding on the Company; or (k) any other agreement, lease, contract or commitment that involves remaining obligations of Company of $10,000 or more individually or collectively. Neither Company nor, to Company's knowledge, any other party to a Company Contract (as defined below), is in breach, violation or default under, and Company has not received written notice that it has breached, violated or defaulted under, any of the terms or conditions of any of the agreements, contracts or commitments to which Company is a party or by which it is bound that are required to be disclosed in the Company Schedule (any such agreement, contract or commitment obligating commitment, a "COMPANY CONTRACT") in such a manner as would permit any other party to cancel or terminate any such Company Contract, or would permit any other party to make seek material damages or other remedies (for any payments based on (i) or all of such breaches, violations or defaults, in the number of users accessing any website operated by aggregate). Further, the Company or has not breached any of its subsidiaries the terms of the Confidentiality Agreement (whether measured by registrations, click-throughs or purchases by such users) or (ii) revenues generated by purchases on any such website; or (as defined in section 5.3).

Agreements, Contracts and Commitments. As (a) Except as set forth in SECTION 2.20(a) of the date hereofCompany Schedule, neither the Company nor any of its subsidiaries is a party to or is bound by: (i) any employment or consulting agreement, contract or commitment with any officer or director or higher level officer, director, the Company employee currently earning an annual salary in excess of $100,000 or member of the Company's Board of Directors, other than those that are terminable by the Company or any of its subsidiaries on no more than thirty (30) calendar days' notice without liability or financial obligation to the Company, (ii) any such agreement, contract or commitment with any employee, consultant, shareholder or other person that will result in any obligation of Company or any of its subsidiaries to make any payments as a result of the transactions contemplated hereby, (iii) any agreement with any employee, consultant or shareholder of Company pursuant to which Company has loaned or is obligated to loan any money thereto or (iv) any agreement or arrangement providing for severance or termination pay; (bii) any agreement or plan, including, without limitation, any stock option plan, stock appreciation right 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 the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (ciii) any material agreement of indemnification or any guaranty other than any agreement of indemnification entered into in connection with the sale or license of officers, directors or employees software products in the ordinary course of Company or any guaranty of third party indebtedness or of obligations of officers, directors, employees or agents of Companybusiness; (div) any material agreement, contract or commitment containing any covenant limiting in any respect the right of the Company or any of its subsidiaries to engage in any line of business in any geographic area or to compete with any person or granting to any person any interest in Company's exclusive distribution rights; (ev) any agreement, contract or commitment currently in force relating to the disposition or acquisition by the Company or any of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which the Company or any of its subsidiaries has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than the Company's subsidiaries; (fvi) any dealer, distributor, joint marketing or development agreement currently in force under which the Company or any of its subsidiaries have continuing material obligations to jointly market any product, technology or service and which may not be canceled without penalty upon notice of ninety (90) calendar days or less, or any material agreement pursuant to which the Company or any of its subsidiaries have continuing material obligations to jointly develop any intellectual property that will not be owned, in whole or in part, by the Company or any of its subsidiaries and which may not be canceled without penalty upon notice of ninety (90) calendar days or less; (vii) any agreement, contract or commitment containing exclusivity provisions pursuant currently in force to which provide source code to any third party for any product or technology that is material to the Company has agreed not to purchase the goods (other than local grocery products) or services of, or enter into and its subsidiaries taken as a commercial relationship with, another personwhole; (gviii) any agreement, contract or commitment currently in force to license any third party to manufacture or reproduce any Company product, service or technology or any agreement, contract or commitment currently in force to sell or distribute any Company products, service or technology except agreements with distributors or sales representative in the normal course of business cancelable without penalty upon notice of ninety (90) calendar days or less and substantially in the form previously provided to Parent; (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; (hx) to the knowledge of the Company, any material settlement agreement entered into within five (5) years prior to the date of this Agreement which has not yet been fully performed or which contains provisions that restrict or otherwise govern the conduct of business by the Company or any of its subsidiaries; or (xi) any settlement agreement relating to any claim or suit; (i) any real property lease covering more than 20,000 square feet; (j) any other agreement, contract or commitment obligating that has a value of $100,000 or more individually or annually. (b) Neither the Company nor any of its subsidiaries, nor to make the Company's knowledge any payments based on other party to a Company Contract (i) as defined below), is in breach, violation or default under, and neither the number Company nor any of users accessing its subsidiaries has received written notice that it has breached, violated or defaulted under, any website operated by of the material terms or conditions of any of the agreements, contracts or commitments to which the Company or any of its subsidiaries is a party or by which it is bound that are required to be disclosed in the Company Schedule (whether measured by registrations, click-throughs or purchases by such users) or (ii) revenues generated by purchases on any such website; agreement, contract or commitment, a "COMPANY CONTRACT") in such a manner as would permit any other party to cancel or terminate any such Company Contract, or would permit any other party to seek material damages or other remedies (for any or all of such breaches, violations or defaults, in the aggregate). The Company has made available to Parent true and correct copies of any contracts the Company may have with its top ten customers.

Agreements, Contracts and Commitments. As of Except as set forth in the date hereofFractal Schedules, neither Company Fractal nor any of its subsidiaries is a party to or is bound by: : (ia) any employment or consulting agreement, contract or commitment with any officer or director or higher level employee or member of CompanyFractal's Board of Directors, other than those that are terminable by Company Fractal or any of its subsidiaries on no more than thirty (30) days' days notice without liability or financial obligation obligation, except to Company, (ii) any such agreement, contract or commitment with any employee, consultant, shareholder or other person that will result in any obligation the extent general principles of Company wrongful termination law may limit Fractal's or any of its subsidiaries subsidiaries' ability to make any payments as a result of the transactions contemplated hereby, (iii) any agreement with any employee, consultant or shareholder of Company pursuant to which Company has loaned or is obligated to loan any money thereto or (iv) any agreement or arrangement providing for severance or termination pay; terminate employees at will; (b) any agreement or plan, including, without limitation, any stock option plan, stock appreciation right 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 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 agreement of indemnification or guaranty not entered into in the ordinary course of officers, directors or employees of Company business other than indemnification agreements between Fractal or any guaranty of third party indebtedness its subsidiaries and any of its officers or of obligations of officers, directors, employees or agents of Company; ; (d) any agreement, contract or commitment containing any covenant limiting in any respect the right freedom of Company Fractal or any of its subsidiaries to engage in any line of business in any geographic area or to compete with any person or granting to any person any interest in Company's exclusive distribution rights; ; (e) any agreement, contract or commitment currently in force relating to the disposition or acquisition by Company or any of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which Company has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than Company's subsidiaries; enterprise; or (f) any material joint marketing or development agreement, contract or commitment containing exclusivity provisions pursuant to which Company has agreed not to purchase the goods (other than local grocery products) or services of, or enter into a commercial relationship with, another person; (g) 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; (h) any settlement agreement relating to any claim or suit; (i) any real property lease covering more than 20,000 square feet; (j) any agreement, contract or commitment obligating Company to make any payments based on (i) the number of users accessing any website operated by Company or any of its subsidiaries (whether measured by registrations, click-throughs or purchases by such users) or (ii) revenues generated by purchases on any such website; or (. 12

Agreements, Contracts and Commitments. As of the date hereof, neither Neither Company nor any of its subsidiaries is a party to or is bound by: (ia) any employment or consulting agreement, contract or commitment with any officer or director or higher level employee or member of Company's Board of Directors, Employee Agreement other than those that are terminable by Company or any of its subsidiaries on no more than thirty (30) days' without notice and without liability or financial obligation to Company, (ii) any such agreement, contract or commitment with any employee, consultant, shareholder or other person that will result in any obligation of Company or any subsidiary of its subsidiaries to make any payments as a result of the transactions contemplated hereby, (iii) any agreement with any employee, consultant or shareholder of Company pursuant to which Company has loaned or is obligated to loan any money thereto or (iv) any agreement or arrangement providing for severance or termination payCompany; (b) any agreement or plan, including, without limitation, any stock option plan, stock appreciation right 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 in combination with any subsequent event or 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; (c) any agreement of indemnification of officers, directors or employees of any guaranty by Company or any guaranty of third party indebtedness its subsidiaries other than any agreement of indemnification entered into in connection with the sale or license by Company or any of obligations its subsidiaries of officers, directors, employees products or agents services in the ordinary course of Companybusiness; (d) any agreement, contract or commitment containing any covenant limiting in any material respect the right of Company or any of its subsidiaries to engage in any material line of business in any geographic area or to compete with any person or granting to any person any interest in Company's exclusive distribution rights; (e) any agreement, contract or commitment currently in force relating to the disposition or acquisition by Company or any of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which Company or any of its subsidiaries has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than Company's ’s subsidiaries; (f) any agreement, contract or commitment containing exclusivity provisions pursuant currently in force to which provide source code to any third party for any product or technology that is material to Company has agreed not to purchase the goods (other than local grocery products) or services of, or enter into and its subsidiaries taken as a commercial relationship with, another personwhole; (g) any material agreement, contract or commitment, other than standard end-user license, distribution and sale agreements and related maintenance and support agreements entered into in the ordinary course of business, currently in force to license any third party to manufacture or reproduce any Company product, service or technology or any material agreement, contract or commitment currently in force to sell or distribute any Company products, service or technology except agreements with distributors, VARs, service providers, enterprises or sales representatives in the normal course of business; (h) any mortgages, leases, indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit; (h) any settlement agreement relating to any claim or suit, other than accounts receivable and payables in the ordinary course of business; (i) any real property lease covering more than 20,000 square feet;settlement agreements, the terms of which materially affect the conduct of Company’s business; or (j) any other agreement, contract or commitment obligating Company to make any payments based on that has a value of $5,000,000 or more individually and not described in clauses (a) through (i) the number of users accessing any website operated by above. Neither Company or any of its subsidiaries nor, to Company’s knowledge, any other party to a Company Contract (whether measured as defined below), is in breach, violation or default under, and neither Company nor any of its subsidiaries has received written notice that it has breached, violated or defaulted under, any of the material terms or conditions of any of the agreements, contracts or commitments to which Company or any of its subsidiaries is a party or by registrationswhich it is bound, click-throughs or purchases by such users) or in each case, that are required to be disclosed in Section 2.19 of the Company Schedule (ii) revenues generated by purchases on any such website; agreement, contract or (commitment, a “Company Contract”), except for breaches, violations or defaults that, individually or in the aggregate, would not reasonably be expected to be material Company.

Agreements, Contracts and Commitments. As of the date hereof, neither Neither Company nor any of its subsidiaries is a party to or is bound by: (ia) any employment or consulting agreement, contract or commitment with any officer or director or higher level employee or member of Company's Board of Directors, other than those that are terminable by Company or any of its subsidiaries on no more than thirty (30) days' notice without liability or financial obligation to the Company, (ii) any such agreement, contract or commitment with any employee, consultant, shareholder or other person that will result in any obligation of Company or any of its subsidiaries to make any payments as a result of the transactions contemplated hereby, (iii) any agreement with any employee, consultant or shareholder of Company pursuant to which Company has loaned or is obligated to loan any money thereto or (iv) any agreement or arrangement providing for severance or termination pay; (b) any agreement or plan, including, without limitation, any stock option plan, stock appreciation right 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 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 agreement of indemnification of officers, directors or employees of Company or any guaranty other than any agreement of third party indebtedness indemnification entered into in connection with the sale or license or purchase of obligations products or services in the ordinary course of officers, directors, employees or agents of Companybusiness; (d) any agreement, contract or commitment containing any covenant limiting in any material respect the right of Company or any of its subsidiaries to engage in any line of business in any geographic area or to compete with any person or granting to any person any interest in Company's exclusive distribution rights; (e) any agreement, contract or commitment currently in force relating to the disposition or acquisition by Company or any of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which Company or any of its subsidiaries has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than Company's subsidiaries; (f) any agreementdealer, contract distributor, joint marketing or commitment containing exclusivity provisions development agreement currently in force under which Company or any of its subsidiaries have continuing material obligations to jointly market any product, technology or service and which may not be canceled without penalty upon notice of ninety (90) days or less, or any material agreement pursuant to which Company has agreed or any of its subsidiaries have continuing material obligations to jointly develop any intellectual property that will not to purchase the goods be owned, in whole or in part, by Company or any of its subsidiaries and which may not be canceled without penalty upon notice of ninety (other than local grocery products90) days or services of, or enter into a commercial relationship with, another personless; (g) any agreement, contract or commitment currently in force to provide source code to any third party for any product or technology that is material to Company and its subsidiaries taken as a whole; (h) any material agreement, contract or commitment, other than standard end-user license agreements and related maintenance and support agreements entered into in the ordinary course of business, currently in force to license any third party to manufacture or reproduce any Company product, service or technology or any material agreement, contract or commitment currently in force to sell or distribute any Company products, service or technology except agreements with distributors or sales representative in the normal course of business cancelable without penalty upon notice of ninety (90) days or less and substantially in the form previously provided to Parent; (i) any mortgages, leases, indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit; (hj) any settlement agreement relating entered into within five (5) years prior to any claim or suit;the date of this Agreement; or (ik) any real property lease covering more than 20,000 square feet; (j) any other agreement, contract or commitment obligating that has a value of $250,000 or more individually. Neither Company nor any of its subsidiaries, nor to make Company's knowledge any payments based on other party to a Company Contract (i) as defined below), is in breach, violation or default under, and neither Company nor -19- 24 any of its subsidiaries has received written notice that it has breached, violated or defaulted under, any of the number material terms or conditions of users accessing any website operated by of the agreements, contracts or commitments to which Company or any of its subsidiaries is a party or by which it is bound that are required to be disclosed in the Company Schedule (whether measured by registrations, click-throughs or purchases by such users) or (ii) revenues generated by purchases on any such website; agreement, contract or (commitment, a "Company Contract") in such a manner as would permit any other party to cancel or terminate any such Company Contract, or would reasonably be expected, either individually or in the aggregate, to result in a Material Adverse Effect on Company.

Agreements, Contracts and Commitments. As Except for the Leases or the Units, all of which are listed on Exhibit “A,” the Company has listed in Schedule 4.7 all leases, contracts, agreements and instruments to which it is a party as of the date hereof, neither Company nor any of its subsidiaries is a party to or is bound by: hereof (i) any which is an employment or consulting agreementagreement between the Company, contract or commitment with any officer or director or higher level employee or member of Company's Board of Directorson the one hand, and its officers and employees, on the other than those that are terminable by Company or any of its subsidiaries on no more than thirty (30) days' notice without liability or financial obligation to Companyhand, (ii) which, upon Closing, will (either alone or upon the occurrence of any such agreementadditional acts or events, contract or commitment with any employee, consultant, shareholder or other person that will including the passage of time) result in any obligation material payment or benefit (whether of severance pay or otherwise) becoming due, or the acceleration or vesting of any right to any material payment or benefits, from Buyer or the Company to any officer, director, consultant or any of its subsidiaries to make any payments as a result employee of the transactions contemplated herebyCompany, (iii) any agreement with any employeewhich involves payment by or to the Company of more than US$250,000 or extends for a term of six months or more, consultant or shareholder of Company pursuant to which Company has loaned or is obligated to loan any money thereto or (iv) which expressly limits the ability of the Company to compete in or conduct any line of business or compete with any Person or in any geographic area or during any period of time, in each case, if such limitation is or is reasonably likely to be material to the Company, (v) which is a material joint venture agreement, joint operating agreement, partnership agreement or arrangement providing for severance other similar contract or termination pay; agreement involving a sharing of profits and expenses with one or more third Persons, (bvi) any agreement or plan, including, without limitation, any stock option plan, stock appreciation right plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement Agreement, 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 (cincluding any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) or (vii) which is a limited liability operating agreement or equity holder rights agreement or which otherwise provides for the issuance of any agreement securities in respect of indemnification of officersthis Agreement (the “Material Contracts”). The Company has not breached, directors nor to the Company’s or employees of Seller’s Knowledge is there any claim or any legal basis for a claim that the Company or any guaranty of third party indebtedness or of obligations of officershas breached, directors, employees or agents of Company; (d) any agreement, contract or commitment containing any covenant limiting in any respect the right of Company or any of its subsidiaries to engage in the terms or conditions of any line of business in Material Contract, except where any geographic area such breach, whether considered individually or to compete with any person or granting to any person any interest in Company's distribution rights; (e) any agreement, contract or commitment currently in force relating to the disposition or acquisition by Company or any of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant aggregate, could not be reasonably expected to which Company has any material ownership interest result in any corporation, partnership, joint venture or other business enterprise other than Company's subsidiaries; (f) any agreement, contract or commitment containing exclusivity provisions pursuant to which Company has agreed not to purchase the goods (other than local grocery products) or services of, or enter into a commercial relationship with, another person; (g) 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; (h) any settlement agreement relating to any claim or suit; (i) any real property lease covering more than 20,000 square feet; (j) any agreement, contract or commitment obligating Company to make any payments based on (i) the number of users accessing any website operated by Company or any of its subsidiaries (whether measured by registrations, click-throughs or purchases by such users) or (ii) revenues generated by purchases on any such website; or (Material Adverse Effect.

Agreements, Contracts and Commitments. As Except as otherwise set forth in Section 2.16 of the Company Disclosure Schedule, as of the date hereof, neither hereof the Company nor any of its subsidiaries is not a party to or is bound by: (ia) any employment or consulting agreement, contract or commitment with any officer or director or higher level employee or member of the Company's Board of Directors, other than those that are terminable by the Company or any of its subsidiaries on no more than thirty (30) days' 30 days notice without liability or financial obligation obligation, except to the extent general principles of wrongful termination law may limit the Company, (ii) any such agreement, contract or commitment with any employee, consultant, shareholder or other person that will result in any obligation of Company or any of its subsidiaries 's ability to make any payments as a result of the transactions contemplated hereby, (iii) any agreement with any employee, consultant or shareholder of Company pursuant to which Company has loaned or is obligated to loan any money thereto or (iv) any agreement or arrangement providing for severance or termination payterminate employees at will; (b) any agreement or plan, including, without limitation, any stock option plan, stock appreciation right plan or stock purchase plan, any of indemnification outside the ordinary course of the benefits of which will be increased, Company's business or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreementguaranty; (c) any agreement of indemnification of officers, directors or employees of Company or any guaranty of third party indebtedness or of obligations of officers, directors, employees or agents of Company; (d) any agreement, contract or commitment containing any covenant limiting in any respect the right of the Company or any of its subsidiaries to engage in any line of business in any geographic area or to compete with any person or granting to any person any interest in Company's exclusive distribution rights; (ed) any agreement, contract or commitment currently in force relating to the disposition or acquisition by the Company or any of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which the Company has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than Company's subsidiariesenterprise; (fe) any agreement, contract or commitment containing exclusivity provisions pursuant currently in force to which Company has agreed not provide source code to purchase the goods (other than local grocery products) any third party for any product or services of, or enter into a commercial relationship with, another person;technology; or (gf) 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; (h) any settlement agreement relating to any claim or suit; (i) any real property lease covering more than 20,000 square feet; (j) any agreement, contract or commitment obligating currently in effect that is expected to represent more than 10% of the Company's revenue for the calendar year 2000 or that requires the Company to make payments of greater than $500,000 per year or more than $1,500,000 in the aggregate. Neither the Company, nor to the Company's knowledge any payments based on other party to a Company Contract (ias defined below) is in breach, violation or default under, and the number of users accessing any website operated by Company has not received written notice that it has breached, violated or defaulted under, any of its subsidiaries the material terms or conditions of any of the agreements, contracts or commitments to which the Company is a party or by which it is bound that are required to be disclosed in the Company Disclosure Schedule pursuant to clauses (whether measured by registrations, click-throughs a) through (f) above or purchases by such users) or pursuant to Section 2.14 hereof (ii) revenues generated by purchases on any such website; agreement, contract or (commitment, a "COMPANY CONTRACT") in such a manner as would permit any other party to cancel or terminate any such Company Contract, or would permit any other party to seek damages or other remedies which would have a Company Material Adverse Effect. The Company Contracts are in full force and effect and the Company has performed all of the material obligations required to be performed by it and is entitled to all accrued benefits under all the Company Contracts.

Agreements, Contracts and Commitments. As (a) Except as set forth in Schedule 2.12(a) of the Stockholder Disclosure Letter, as of the date hereof, neither Company the Company, WW nor any of its subsidiaries Subsidiary has, is a party to or to, is bound by:, and the Business is not the beneficiary of, or subject to, any of the following (those agreements, arrangements, contracts or commitments to which the Business is subject, but to which the Company, WW or the Subsidiaries is not, as between the Stockholder or its subsidiaries (other than the Company, WW and the Subsidiaries) and the Company, WW and the Subsidiaries, are clearly marked as such on Schedule 2.12(a)): (i) any collective bargaining agreements, (ii) any agreements or arrangements that contain any severance pay or post-employment liabilities or obligations, (iii) any bonus, deferred compensation, pension, profit sharing or retirement plans, or any other employee benefit plans or arrangements, (iv) any employment or consulting agreement, contract or commitment with any officer or director or higher level an employee or member of Company's Board of Directors, other than those that are terminable by Company individual consultant or salesperson or any of its subsidiaries on no more than thirty (30) days' notice without liability consulting or financial obligation to Company, (ii) any such sales agreement, contract or commitment with under which any employee, consultant, shareholder firm or other person that will result in any obligation of Company organization provides services to the Company, WW or any of its subsidiaries to make any payments as a result of the transactions contemplated hereby, (iii) any agreement with any employee, consultant or shareholder of Company pursuant to which Company has loaned or is obligated to loan any money thereto or (iv) any agreement or arrangement providing for severance or termination pay;Subsidiary, (bv) any agreement or plan, including, without limitation, including any stock option plan, stock appreciation right 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 the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement;, (cvi) any agreement or plan to issue, grant, deliver or sell or authorize, or that proposes the issuance, grant, delivery or sale of, or to purchase or that proposes the purchase of, any shares, or any rights attached to any shares, in the Company, WW or any Subsidiary or any securities convertible into or exchangeable for shares in the Company, WW or any Subsidiary, or subscriptions, rights, warrants or options to acquire, or other agreements or commitments of any character obligating it to issue any shares in the Company, WW or any Subsidiary or other convertible securities, (vii) any fidelity or surety bond or completion bond, (viii) any lease of personal property requiring payments over the term of such lease or series of related leases individually in excess of $200,000 or any lease of real property, (ix) any agreement of indemnification of officers, directors or employees of Company or any guaranty of third party indebtedness or of obligations of officers, directors, employees or agents of Company;guaranty, (dx) any agreement, contract or commitment containing any covenant limiting in any respect the right freedom of Company the Company, WW or any of its subsidiaries Subsidiary to engage in any line of business in any geographic area or to compete with any person or granting to any person any interest in Company's distribution rights;person, (exi) any agreement, contract or commitment currently in force relating to the disposition capital expenditures or acquisition by Company involving future payments or any a series of its subsidiaries after the date related payments in excess of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which Company has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than Company's subsidiaries;$100,000, (fxii) any agreement, contract or commitment containing exclusivity provisions pursuant relating to which Company has agreed not to purchase the goods (other than local grocery products) disposition or services ofacquisition of assets or any interest in any business enterprise outside the ordinary course of the Company's or WW's business, or enter into a commercial relationship with, another person;as applicable, (gxiii) 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, including guaranties referred to in clause (ix) hereof, (xiv) any purchase order or contract for the purchase of raw materials involving $50,000 or more, (xv) any construction contracts involving future payments or a series of related payments in excess of $50,000, (xvi) any sales representative, original equipment manufacturer, value added, remarketer, reseller or independent software vendor or other agreement for use of distribution of the Company's or WW's products, technologies or services; (hxvii) any settlement distribution, joint marketing or development agreement relating to that includes any claim provision granting any person a right of first refusal, right of first negotiation or suit;exclusive, "most favored nation" or preferential placement or other preferential rights, (ixviii) any real property lease covering more than 20,000 square feet;agreement pursuant to which the Company, WW or any Subsidiary has developed for and/or delivered to or has received funds from any Governmental Entity to develop and/or deliver any Intellectual Property, (jxix) any agreement, contract or commitment obligating Company to make for the purchase of advertising, (xx) any payments based on other agreement, contract or commitment that involves $100,000 or more or is not cancelable without penalty within thirty (i30) days (b) Except for such alleged breaches, violations and defaults, and events that would constitute a breach, violation or default with the number lapse of users accessing time, giving of notice, or both, as are all noted in Schedule 2.12(b) of the Stockholder Disclosure Letter, neither the Company, WW nor any website operated by Company or Subsidiary nor the Stockholder nor any of its subsidiaries has materially breached, violated or defaulted under, or received written notice that it has materially breached, violated or defaulted under, any of the terms or conditions of any agreement, contract or commitment required to be set forth on Schedule 2.12(a) of the Stockholder Disclosure Letter or Schedule 2.11(g) of the Stockholder Disclosure Letter (whether measured by registrations, click-throughs or purchases by such users) or (ii) revenues generated by purchases on any such website; agreement, contract or commitment, a "Contract"). Each Contract is in full force and effect (assuming the Contracts have been duly authorized, executed and delivered by the respective other parties thereto) and is not subject to any default thereunder of which the Stockholder has Knowledge by any party obligated to the Company, WW or any Subsidiary pursuant thereto.