Common use of Agreements, Contracts and Commitments Clause in Contracts

Agreements, Contracts and Commitments. Except as set forth in Schedule 2.14, Zap Santa Xxxx is not currently a party to nor is it currently bound by: (a) any employment or consulting agreement, contract or commitment with any officer, director, employee or member of the Zap Santa Cruz's Board of Directors, other than those that are terminable by Zap Santa Xxxx at will; (b) any bonus, deferred compensation, pension, profit sharing or retirement plans, or any other employee benefit plans or arrangements; (c) any agreement or plan, including, without limitation, any stock option plan, stock appreciation rights plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement; (d) any lease of personal property having a value individually in excess of $500; (e) any agreement of indemnification or guaranty; (f) any agreement, contract or commitment containing any covenant limiting in any respect the right of Zap Santa Xxxx to engage in any line of business or to compete with any person or granting any exclusive distribution rights; (g) any agreement relating to capital expenditures and involving future payments in excess of $500; (h) any mortgages, indentures, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit; (i) any purchase order or contract involving $500 or more in total payments; (j) any construction contracts; (k) any dealer, distribution, joint marketing (excluding joint marketing agreements: (i) involving financial obligations or liabilities to the Company; or (ii) that do not involve rights to sell Company Products to end-users), development, content provider, destination site or merchant agreement; (l) 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; (m) any settlement agreement entered into since the Company's initial incorporation; or (n) any other agreement that involves $500 in total payment or more or is not cancelable without penalty within thirty (30) days. Zap Santa Xxxx has not, and has not received notice that it has, breached, violated or defaulted under, any of the terms or conditions of any agreement, contract or commitment required to be set forth on Schedule 2.14.

Agreements, Contracts and Commitments. Except as set forth in Schedule 2.14------------------------------------- the OSI Disclosure Letter, Zap Santa Xxxx neither OSI nor any of its subsidiaries is not currently a party to nor or is it currently bound by: (a) any employment or consulting agreement, contract or commitment with any officer, director, employee or member of the Zap Santa Cruz's Board of Directors, other than those that are terminable by Zap Santa Xxxx at willcollective bargaining agreements; (b) any agreements or arrangements that contain any severance pay or postemployment liabilities or obligations other than OSI Employee Plans; (c) any bonus, deferred compensation, incentive compensation, pension, profit profit-sharing or retirement plans, or any other employee benefit plans or arrangementsarrangements other than OSI Employee Plans; (cd) any employment or consulting agreement, contract or binding commitment with any employee, not terminable by OSI or any of its subsidiaries on thirty days notice without liability; (e) any agreement or plan, including, without limitation, any stock option plan, stock appreciation rights 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; (d) any lease of personal property having a value individually in excess of $500; (ef) any agreement of indemnification or guarantyguaranty not entered into in the ordinary course of business other than indemnification agreements between OSI or any of its subsidiaries and any of its officers or directors; (fg) any agreement, contract or commitment containing any covenant limiting in the freedom of OSI or any respect the right of Zap Santa Xxxx its subsidiaries to engage in any line of business or to compete with any person or granting any exclusive distribution rightsperson; (gh) any agreement agreement, contract or commitment relating to capital expenditures and involving future payments obligations in excess of $500250,000 and not cancelable at will without penalty; (hi) any agreement, contract or commitment currently in force relating to the disposition or acquisition of assets not in the ordinary course of business or any ownership interest in any corporation, partnership, joint venture or other business enterprise; (j) any mortgages, indentures, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit; (i) any purchase order or contract involving $500 or more in total payments; (j) any construction contracts; (k) any dealer, distribution, joint marketing (excluding joint marketing agreements: (i) involving financial obligations or liabilities to the Companydevelopment agreement, distribution agreement or royalty agreement; or (ii) that do not involve rights to sell Company Products to end-users), development, content provider, destination site or merchant agreement;or (l) any agreement pursuant to other agreement, contract or commitment (excluding real and personal property leases) which the Company has advanced or loaned any amount to any shareholder of the Company require payment by OSI or any directorof its subsidiaries under any such agreement, officer, employee contract or consultant; (m) any settlement agreement entered into since the Company's initial incorporation; or (n) any other agreement that involves commitment of $500 in total payment 250,000 or more or in the aggregate and is not cancelable without penalty within thirty (30) daysdays other than purchase order commitments for inventory in the ordinary course of business and consistent with past practices. Zap Santa Xxxx Neither OSI nor any of its subsidiaries, nor to OSI's knowledge any other party to an OSI Contract (as defined below), has notbreached, and has not violated or defaulted under, or received notice that it has, breached, has breached violated or defaulted under, any of the material terms or conditions of any of the agreements, contracts or commitments to which OSI is a party or by which it is bound of the type described in clauses (a) through (l) above (any such agreement, contract or commitment required commitment, an "OSI Contract") in such a manner as would permit any other party to be set forth cancel or terminate any such OSI Contract, or would permit any other party to seek damages, which would have a Material Adverse Effect on Schedule 2.14OSI.

Agreements, Contracts and Commitments. Except As of the date of this Agreement, except for Employee Plans (as defined in Section 3.26 hereof), as contemplated by this Agreement or as set forth in Schedule 2.14on the YieldUP Disclosure Schedule, Zap Santa Xxxx YieldUP does not have and is not currently a party to nor is it currently bound by:the following agreements (or group of related agreements), whether written or oral (collectively, the "YieldUP Material Contracts"): (a) any employment or consulting collective bargaining agreement, contract or commitment with any officer, director, employee or member of the Zap Santa Cruz's Board of Directors, other than those that are terminable by Zap Santa Xxxx at will; (b) any agreements that contain any unpaid severance liabilities or obligations; (c) any bonus, deferred compensation, incentive compensation, pension, profit profit-sharing or retirement plans, or any other employee benefit plans or arrangements; (cd) any employment or consulting agreement, contract, or commitment with an employee or individual consultant or salesperson or consulting or sales agreement, contract, or commitment with a firm or other organization not terminable by YieldUP on 30 days' notice without liability except to the extent of applicable local law and/or general principles of wrongful termination law may limit YieldUP's ability to terminate such employees; (e) agreement or plan, including, without limitation, any stock option plan, stock appreciation rights plan right plan, or stock purchase plan, any of the benefits of which will be increased, or the vesting of vested 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; (df) any fidelity or surety bond or completion bond; (g) any lease of personal property having a value individually in excess of $50025,000; (eh) any agreement of indemnification or guaranty; (fi) any agreement, contract contract, or commitment containing any covenant limiting in any respect the right freedom of Zap Santa Xxxx YieldUP to engage in any line of business or to compete with any person or granting any exclusive distribution rightsperson; (gj) any agreement agreement, contract, or commitment relating to capital expenditures and involving future payments obligations in excess of $50025,000; (hk) any agreement, contract or commitment relating to the disposition or acquisition of assets not in the ordinary course of business or any ownership interest in any corporation, partnership, joint venture, or other business enterprise; (l) any mortgages, indentures, 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; (im) any purchase order or contract for the purchase of raw materials or acquisition of assets involving $500 50,000 or more in total paymentsmore; (jn) any construction contracts; (ko) any dealer, distribution, original equipment manufacturing, sales representation, joint marketing (excluding joint marketing agreements: (i) involving financial obligations marketing, or liabilities to the Company; or (ii) that do not involve rights to sell Company Products to end-users), development, content provider, destination site or merchant development agreement; (lp) any agreement pursuant to which purchase order for the sale of Company has advanced products (other than for spare parts) involving $50,000 or loaned any more (identified by invoice number, dollar amount to any shareholder of the Company or any director, officer, employee or consultant; (m) any settlement agreement entered into since the Company's initial incorporationand scheduled shipment date); or (nq) any other agreement that agreement, contract, or commitment which involves $500 in total payment 25,000 or more or and is not cancelable without penalty within thirty (30) days. Zap Santa Xxxx has notSchedule 3.14(a) of the YieldUP Disclosure Schedule contains a complete and accurate description of any of the above that constitute oral agreements or oral modifications, and amendments or interpretations of oral agreements. Except for such breaches or alleged breaches noted in the YieldUP Disclosure Schedule, YieldUP has not breached, or received notice any claim or threat that it has, has breached, violated or defaulted under, any of the terms or conditions of any agreementYieldUP Material Contract in such a manner as would permit any other party to cancel or terminate the same or would permit any other party to seek damages from YieldUP. Each YieldUP Material Contract is in full force and effect and, contract or commitment required except as otherwise disclosed, is not subject to be any default thereunder of which YieldUP is aware by any party obligated to YieldUP pursuant thereto. Except as set forth on Schedule 2.14in the YieldUP Disclosure Schedule, no YieldUP Material Contract of the type referred to in Section 3.14(o) contains any grant of exclusive territory.

Agreements, Contracts and Commitments. (a) Except as set forth in Schedule 2.14on SCHEDULE 2.12(a), Zap Santa Xxxx the Company does not have, is not currently a party to nor and is it currently not bound by: (ai) any employment or consulting agreement, contract or commitment with any officer, director, employee or member of the Zap Santa Cruz's Board of Directors, other than those that are terminable by Zap Santa Xxxx at will;collective bargaining agreements, (bii) 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;, (civ) any employment or consulting agreement, contract or commitment (excluding "at will" employee relationships) with an employee or individual consultant or salesperson or any consulting or sales agreement, contract or commitment under which any firm or other organization provides services to the Company, (v) any agreement or plan, including, without limitation, any stock option plan, stock appreciation rights plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement;, (dvi) any fidelity or surety bond or completion bond, (vii) any lease of personal property having a value individually in excess of $500;50,000, (eviii) any agreement of indemnification or guaranty;, (fix) any agreement, contract or commitment containing any covenant limiting in any respect the right freedom of Zap Santa Xxxx the Company to engage in any line of business or to compete with any person or granting any exclusive distribution rights;person, (gx) any agreement agreement, contract or commitment relating to capital expenditures and involving future payments in excess of $500;50,000, (hxi) any agreement, contract or commitment relating to the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course of the Company's business, (xii) any mortgages, indentures, 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, (ixiii) any purchase order or contract for the purchase of raw materials involving $500 50,000 or more in total payments;more, (jxiv) any construction contracts;, (kxv) any dealer, distribution, joint marketing (excluding joint marketing agreements: (i) involving financial obligations or liabilities to the Company; or (ii) that do not involve rights to sell Company Products to end-users), development, content provider, destination site or merchant development agreement;, (lxvi) any agreement pursuant to which the Company has advanced granted or loaned any amount may grant in the future, to any shareholder of the Company party, a source-code license or any directoroption or other right to use or acquire source-code, officer, employee or consultant; (m) any settlement agreement entered into since the Company's initial incorporation; or (nxvii) any other agreement agreement, contract or commitment that involves $500 in total payment 50,000 or more or is not cancelable without penalty within thirty (30) days. Zap Santa Xxxx has not. (b) Except for such alleged breaches, violations and defaults, and events that would constitute a 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, has breached, violated or defaulted under, any of the terms or conditions of any End-User License or any agreement, contract or commitment required to be set forth on Schedule 2.14SCHEDULE 2.12(a) or SCHEDULE 2.11(b) (any such agreement, contract or commitment, a "CONTRACT"). 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 any party obligated to the Company pursuant thereto. Following the Effective Time, the Company will be permitted to exercise all of the Company's rights under the Contracts 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 had the transactions contemplated by this Agreement not occurred.

Agreements, Contracts and Commitments. Except as set forth on Schedule 3.12(a) or in Schedule 2.14the ordinary course of its business, Zap Santa Xxxx Healtheon does not have, is not currently a party to nor is it currently bound by: (ai) any employment or consulting agreement, contract or commitment with any officer, director, employee or member of the Zap Santa Cruz's Board of Directors, other than those that are terminable by Zap Santa Xxxx at will;collective bargaining agreements, (bii) 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;, (civ) any employment or consulting agreement, contract or commitment with an employee or individual consultant or salesperson or any consulting or sales agreement, contract or commitment under which any firm or other organization provides services to Healtheon, (v) any agreement or plan, including, without limitation, any stock option plan, stock appreciation rights plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement;, (dvi) any fidelity or surety bond or completion bond, (vii) any lease of personal property having a value individually in excess of $500;25,000, (eviii) any agreement of indemnification or guaranty;, (fix) any agreement, contract or commitment containing any covenant limiting in any respect the right freedom of Zap Santa Xxxx Healtheon to engage in any line of business or to compete with any person or granting any exclusive distribution rights;person, (gx) any agreement agreement, contract or commitment relating to capital expenditures and involving future payments in excess of $500;25,000, (hxi) any agreement, contract or commitment relating to the disposition or acquisition of assets or any interest in any business enterprise, (xii) any mortgages, indentures, 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, (ixiii) any purchase order or contract for the purchase of raw materials involving $500 25,000 or more in total payments;more, (jxiv) any construction contracts;, (kxv) any dealer, distribution, joint marketing (excluding joint marketing agreements: (i) involving financial obligations or liabilities to the Company; or (ii) that do not involve rights to sell Company Products to end-users), development, content provider, destination site or merchant development agreement;, (lxvi) any agreement pursuant to which Healtheon has granted or may grant in the Company has advanced or loaned any amount future, to any shareholder of the Company party, a source-code license or any directoroption or other right to use or acquire source-code, officer, employee or consultant; (m) any settlement agreement entered into since the Company's initial incorporation; or (nxvii) any other agreement agreement, contract or commitment that involves $500 in total payment 25,000 or more or is not cancelable without penalty within thirty (30) days. Zap Santa Xxxx has notExcept for such alleged breaches, violations and defaults, and events that would constitute a breach, violation or default with the lapse of time, giving of notice, or both, as are all noted in Schedule 3.12(b),Healtheon has not breached, violated or defaulted under, or received notice that it has, has breached, violated or defaulted under, any of the terms or conditions of any agreement, contract or commitment required to be set forth on Schedule 2.143.12(a) or Schedule 3.11(b) (any such agreement, contract or commitment, a "HEALTHEON CONTRACT"). Each Healtheon Contract is in full force and effect and, except as otherwise disclosed in Schedule 3.12(b), is not subject to any default thereunder of which Healtheon has knowledge by any party obligated to Healtheon pursuant thereto.

Agreements, Contracts and Commitments. (a) Except as set forth in Section 2.15 of the Disclosure Schedule 2.14(specifying the appropriate subparagraph), Zap Santa Xxxx the Company is not currently a party to to, nor is it bound by any of the following (each, a “Material Contract”) to the extent currently bound byin effect: (ai) any employment (A) employment, contractor or consulting agreementContract with an employee, contract individual consultant or commitment contractor, or (B) consulting Contract with a firm or organization (excluding any officer, director, employee agreement or member offer letter that is terminable at-will and does not provide severance or termination payments and any stock option agreements providing for the grant of Company Options under the Zap Santa Cruz's Board of Directors, other than those that are terminable by Zap Santa Xxxx at willPlans on the Company’s standard form previously made available to Parent); (b) any bonus, deferred compensation, pension, profit sharing or retirement plans, or any other employee benefit plans or arrangements; (cii) any agreement or plan, including, without limitation, including any stock option plan, stock appreciation rights plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement (either alone or upon the occurrence of any additional subsequent 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; (diii) any fidelity or surety bond or completion bond; (iv) any lease of personal property or equipment having a value individually in excess of $50025,000 in the aggregate over the initial term of the lease; (ev) any agreement of indemnification or guaranty, but excluding agreements of indemnification or guaranty with respect to the infringement by the Company Products of the Intellectual Property Rights of third parties that are contained in the Company’s written agreements with its customers that have been entered into in the ordinary course of business, consistent with past practices, substantially in the Company’s standard form of customer agreement; (fvi) any agreement, contract or commitment containing any covenant limiting in any respect the right of Zap Santa Xxxx to engage in any line of business or to compete with any person or granting any exclusive distribution rights; (g) any agreement relating to capital expenditures and involving future payments in excess of $50025,000 in effect as of the date of this Agreement; (hvii) any agreement, contract or commitment relating to the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course of the Company’s business, consistent with past practices; (viii) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit; (iix) any purchase order order, contract or contract involving other commitment obligating the Company to purchase materials or services at a cost in excess of $500 or more 25,000 in total paymentsthe aggregate as of the date of this Agreement; (jx) any construction contractsagreement containing covenants or other obligations granting or containing any current or future commitments regarding exclusive rights, non-competition, “most favored nations,” restriction on the operation or scope of its businesses or operations, or similar terms; (kxi) any agreement providing a customer with refund rights; (xii) any agreement for the use, distribution or integration of the Company Products other than by the consumer end-user, including dealer, distribution, joint marketing (excluding joint marketing agreements: (i) involving financial obligations or liabilities to the Company; or (ii) that do not involve rights to sell Company Products to end-users)marketing, development, content providersales representative, destination site or merchant agreementoriginal equipment manufacturer, manufacturing, supply, value added, remarketer, reseller, vendor, business partner, service provider and joint venture agreements; (lxiii) any agreement in effect as of the date of this Agreement pursuant to which the Company has advanced received revenue or loaned other payments in excess of $25,000 in the aggregate in the twelve (12) months ended December 31, 2015; (xiv) any amount to any shareholder terms of use or terms of services, including those posted or implemented as “browsewrap” or “clickwrap” agreements, for third-party Web sites and other publicly accessible on-line sources from which the Company or a person acting on the Company’s behalf has extracted or collected information through the use of any director, officer, employee “scrapers,” “spiders,” “bots” or consultantother automated software programs or processes; (mxv) any settlement agreement entered into since contracts, licenses and agreements to which the Company's initial incorporationCompany is a party with respect to any Technology or Intellectual Property Rights, including any in-bound licenses, out-bound licenses and cross-licenses; or (nxvi) any other agreement agreement, contract or commitment that involves $500 25,000 in total payment or more or the aggregate as of the date of this Agreement and is not cancelable by the Company without penalty within thirty (30) days. Zap Santa Xxxx has not, . (b) The Company is in compliance with and has not breached, violated or defaulted under, or received notice that it has, has breached, violated or defaulted under, any of the terms or conditions of any agreementMaterial Contract, contract nor does the Company have Knowledge of any event that would constitute such a breach, violation or commitment required default with the lapse of time, giving of notice or both. Each Material Contract is in full force and effect, and the Company is not subject to be any default thereunder, nor to the Knowledge of the Company is any party obligated to the Company pursuant to any such Material Contract subject to any default thereunder. Except as set forth on Schedule 2.14in Section 2.15(b) of the Disclosure Schedule, no Material Contract will terminate, or may be terminated by either party, solely by the passage of time or at the election of either party within 120 days after the Closing. To the Knowledge of the Company, no party to a Material Contract has any intention of terminating such Material Contract with the Company or reducing the volume of business such party conducts with the Company, whether as a result of the Merger or otherwise.

Agreements, Contracts and Commitments. Except as set forth in on Schedule 2.142.12(a), Zap Santa Xxxx the Company does not have, is not currently a party to nor is it currently bound by, and neither Healtheon nor the Acquisition Sub will be bound, by virtue of the transactions contemplated hereby, by: (ai) any employment or consulting agreement, contract or commitment with any officer, director, employee or member of the Zap Santa Cruz's Board of Directors, other than those that are terminable by Zap Santa Xxxx at will;collective bargaining agreements, (bii) 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;, (civ) any employment or consulting agreement, contract or commitment with an employee or individual consultant or salesperson or any consulting or sales agreement, contract or commitment under which any firm or other organization provides services to the Company, (v) any operating agreement or other agreement relating to the operations of any business organization, including the Company, (vi) any agreement or plan, including, without limitation, any stock option plan, stock appreciation rights plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement;, (dvii) any fidelity or surety bond or completion bond, (viii) any lease of personal property having a value individually in excess of $500;15,000, (eix) any agreement of indemnification or guaranty;, (fx) any agreement, contract or commitment containing any covenant limiting in any respect the right freedom of Zap Santa Xxxx the Company to engage in any line of business or to compete with any person or granting any exclusive distribution rights;person, (gxi) any agreement agreement, contract or commitment relating to capital expenditures and involving future payments in excess of $500;15,000, (hxii) any agreement, contract or commitment relating to the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course of the Company's business, (xiii) any mortgages, indentures, 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, (ixiv) any purchase order or contract for the purchase of raw materials involving $500 15,000 or more in total payments;more, (jxv) any construction contracts;, (kxvi) any dealer, distribution, joint marketing (excluding joint marketing agreements: (i) involving financial obligations or liabilities to the Company; or (ii) that do not involve rights to sell Company Products to end-users), development, content provider, destination site or merchant development agreement;, (lxvii) any agreement pursuant to which the Company has advanced granted or loaned any amount may grant in the future, to any shareholder of the Company party, a source-code license or any directoroption or other right to use or acquire source-code, officer, employee or consultant; (m) any settlement agreement entered into since the Company's initial incorporation; or (nxviii) any other agreement agreement, contract or commitment that involves $500 in total payment 15,000 or more or is not cancelable without penalty within thirty (30) days. Zap Santa Xxxx has notExcept for such alleged breaches, violations and defaults, and events that would constitute a 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, has breached, violated or defaulted under, any of the terms or conditions of any agreement, contract or commitment required to be set forth on Schedule 2.142.12(a) or Schedule 2.11(b) (any such agreement, contract or commitment, a "COMPANY CONTRACT"). Each Company Contract is in full force and effect and, except as otherwise disclosed in Schedule 2.12(b), is not subject to any default thereunder of which the Company has knowledge by any party obligated to the Company pursuant thereto.

Agreements, Contracts and Commitments. (a) Except as set forth in Schedule 2.14Exhibit C, Zap Santa Xxxx the Company does not have, or is --------- not currently a party to nor is it currently bound by: (ai) any employment or consulting collective bargaining agreement, contract or commitment with any officer, director, employee or member of the Zap Santa Cruz's Board of Directors, other than those that are terminable by Zap Santa Xxxx at will;, (bii) 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;, (civ) any employment or consulting agreement, contract or commitment with an employee or individual consultant or salesperson or consulting or sales agreement, contract or commitment with a firm or other organization, (v) any agreement or plan, including, without limitation, any stock option plan, stock appreciation rights plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement;, (dvi) any fidelity or surety bond or completion bond, (vii) any lease of personal property having a value individually in excess of $500;25,000, (eviii) any agreement of indemnification or guaranty;, other than as set forth in agreements listed in Exhibit C, --------- (fix) any agreement, contract or commitment containing any covenant limiting in any respect the right freedom of Zap Santa Xxxx the Company to engage in any line of business or to compete with any person or granting any exclusive distribution rights;person, (gx) any agreement agreement, contract or commitment relating to capital expenditures and involving future payments in excess of $500;25,000, (hxi) any agreement, contract or commitment relating to the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course of the Company's business, (xii) any mortgages, indentures, 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, (ixiii) any purchase order or contract for the purchase of materials involving $500 25,000 or more in total payments;more, (jxiv) any construction contracts;, (kxv) any dealer, distribution, joint marketing (excluding joint marketing agreements: (i) involving financial obligations or liabilities to the Company; or (ii) that do not involve rights to sell Company Products to end-users)development agreement, development, content provider, destination site or merchant agreement; (l) 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; (m) any settlement agreement entered into since the Company's initial incorporation; or (nxvi) any other agreement agreement, contract or commitment that involves $500 in total payment 25,000 or more or is not cancelable without penalty within thirty (30) days. Zap Santa Xxxx has not, and . (b) The Company has not breached, violated or defaulted under, or received notice that it has, has breached, violated or defaulted under, any of the terms or conditions of any agreement, contract contract, license or commitment to which it is a party, by which it benefits or by which it is bound (any such agreement, contract, license or commitment, a "Contract"), nor is the Company or any -------- Principal 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, except as otherwise disclosed in Exhibit C, is not subject to any default thereunder by any party obligated to --------- the Company pursuant thereto. The Company has obtained, or will obtain prior to the Closing Date, all necessary consents, waivers and approvals of parties to any Contract as are required to be set forth on Schedule 2.14thereunder in connection with the Merger so that all such Contracts will remain in effect without modification after the Closing.

Agreements, Contracts and Commitments. Except as set forth in Schedule 2.14(a) The Company does not have, Zap Santa Xxxx or is not currently a party to nor is it currently bound by: (ai) any employment or consulting collective bargaining agreement, contract or commitment with any officer, director, employee or member of the Zap Santa Cruz's Board of Directors, other than those that are terminable by Zap Santa Xxxx at will;, (bii) 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;, (civ) any employment or consulting agreement, contract or commitment with an employee or individual consultant or salesperson or consulting or sales agreement, contract or commitment with a firm or other organization, (v) any agreement or plan, including, without limitation, any stock option plan, stock appreciation rights plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement;, (dvi) any fidelity or surety bond or completion bond, (vii) any lease of personal property having a value individually in excess of $500;25,000, (eviii) any agreement of indemnification or guaranty;, other than as set forth in agreements listed in Exhibit C, --------- (fix) any agreement, contract or commitment containing any covenant limiting in any respect the right freedom of Zap Santa Xxxx the Company to engage in any line of business or to compete with any person or granting any exclusive distribution rights;person, (gx) any agreement agreement, contract or commitment relating to capital expenditures and involving future payments in excess of $500;25,000, (hxi) any agreement, contract or commitment relating to the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course of the Company's business, (xii) any mortgages, indentures, 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, (ixiii) any purchase order or contract for the purchase of materials involving $500 25,000 or more in total payments;more, (jxiv) any construction contracts;, (kxv) any dealer, distribution, joint marketing (excluding joint marketing agreements: (i) involving financial obligations or liabilities to the Company; or (ii) that do not involve rights to sell Company Products to end-users)development agreement, development, content provider, destination site or merchant agreement; (l) 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; (m) any settlement agreement entered into since the Company's initial incorporation; or (nxvi) any other agreement agreement, contract or commitment that involves $500 in total payment 25,000 or more or is not cancelable without penalty within thirty (30) days. Zap Santa Xxxx has not, and . (b) The Company has not breached, violated or defaulted under, or received notice that it has, has breached, violated or defaulted under, any of the terms or conditions of any agreement, contract contract, license or commitment to which it is a party, by which it benefits or by which it is bound (any such agreement, contract, license or commitment, a "Contract"), nor is the Company or any -------- Principal 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 by any party obligated to the Company pursuant thereto. The Company has obtained, or will obtain prior to the Closing Date, all necessary consents, waivers and approvals of parties to any Contract as are required to be set forth on Schedule 2.14thereunder in connection with the Merger so that all such Contracts will remain in effect without modification after the Closing.

Agreements, Contracts and Commitments. Except as set forth Neither Cyclacel, nor Seller in Schedule 2.14respect of the business or operations of Cyclacel, Zap Santa Xxxx is not currently a party to nor is it currently or bound by: (a) any employment or consulting agreement, contract or commitment with any officer, director, employee or member of the Zap Santa Cruz's Board of Directors, other than those that are terminable by Zap Santa Xxxx at will; (b) any material bonus, deferred compensation, incentive compensation, pension, profit profit-sharing or retirement plans, or any other employee benefit plans or arrangementsarrangements (including any agreements that contain severance pay); (b) any employment, severance, change of control or consulting agreement, contract or commitment with any employee or individual consultant or salesperson or any consulting or sales agreement, contract or commitment under which any firm or other organization provides services to Cyclacel, not terminable by Cyclacel on ninety (90) days notice without liability, except to the extent general principles of wrongful termination law may limit Cyclacel’s ability to terminate employees at will; (c) any agreement or plan, including, without limitation, including any stock option plan, stock appreciation rights right plan or stock purchase plan or other equity-based plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of either the Stock Purchase or the Liquidation or the value of any of the transactions contemplated by this Agreementbenefits of which will be calculated on the basis of either of Stock Purchase or the Liquidation; (d) any lease agreement of personal property having a value individually in excess indemnification or guaranty other than indemnification agreements between Cyclacel and any of $500its officers or directors; (e) any agreement agreement, contract or commitment containing any covenant limiting the freedom of indemnification Cyclacel to engage in any line of business or guarantycompete with any Person; (f) any agreement, contract or commitment containing any covenant limiting in any respect the right of Zap Santa Xxxx to engage in any line of business or to compete with any person or granting any exclusive distribution rights; (g) any agreement relating to capital expenditures and involving future payments obligations in excess of $500100,000 and not cancelable without penalty; (g) any agreement, contract or commitment currently in force relating to the disposition or acquisition of assets not in the ordinary course of business or any ownership interest in any corporation, partnership, joint venture or other business enterprise; (h) any mortgages, indentures, loans 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 $100,000; (i) any purchase order joint marketing or contract involving $500 or more in total paymentsdevelopment agreement; (ji) any construction contractsdistribution agreement (identifying any that contain exclusivity provisions); (ii) any dealer, distributor, joint marketing, alliance, joint venture, shareholder, cooperation, development or other agreement currently in force under which Cyclacel has continuing material obligations to jointly market any product, technology or service, or any material agreement pursuant to which Cyclacel has continuing material obligations to jointly develop any Intellectual Property that will not be owned, in whole or in part, by Cyclacel; (iii) any material agreement, contract or commitment currently in force to license any third party to manufacture or reproduce any Cyclacel product, service or technology or any material agreement, contract or commitment currently in force to sell or distribute any Cyclacel products or service 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 Cyclacel; or (iv) licenses or other agreements, including amendments to such licenses, for patents, trademarks, trade secrets, domain names or other intellectual property rights; (k) any dealer, distribution, joint marketing (excluding joint marketing collective bargaining agreements: (i) involving financial obligations or liabilities to the Company; or (ii) that do not involve rights to sell Company Products to end-users), development, content provider, destination site or merchant agreement; (l) any agreement pursuant to which purchase order or contract for the Company has advanced purchase of raw materials involving $250,000 or loaned any amount to any shareholder of the Company or any director, officer, employee or consultantmore; (m) any settlement agreement entered into since the Company's initial incorporation; orconstruction contract; (n) any fidelity or surety bond or completion bond; or (o) any other agreement agreement, contract or commitment that involves $500 in total payment is material to the business or more operations of Cyclacel; or (p) any other agreement, contract or is not cancelable without penalty within thirty commitment which was entered into otherwise than at arm’s length. Neither Seller nor Cyclacel has, nor to the Knowledge of Seller has any other party to a Cyclacel Material Contract (30) days. Zap Santa Xxxx has notas defined below), and has not breached, violated or defaulted under, or received notice that it has, has breached, violated or defaulted under, any of the terms or conditions of any of the agreements, contracts or commitments to which Seller or Cyclacel is a party or by which either of them is bound of the type described in clauses (a) through (p) above (any such agreement, contract or commitment required commitment, a “Cyclacel Material Contract”) in such manner as would permit any other party to be set forth on Schedule 2.14.cancel or

Agreements, Contracts and Commitments. Except as set forth in Schedule 2.14filed with the SEC or contemplated to be transferred pursuant to the IP Sale Agreement, Zap Santa Xxxx Xcyte is not currently a party to nor is it currently or bound by: (a) any employment or consulting agreement, contract or commitment with any officer, director, employee or member of the Zap Santa Cruz's Board of Directors, other than those that are terminable by Zap Santa Xxxx at will; (b) any bonus, deferred compensation, incentive compensation, pension, profit profit-sharing or retirement plans, or any other employee benefit plans or arrangementsarrangements (including any agreements that contain severance pay); (b) any employment, severance, change of control or consulting agreement, contract or commitment with any employee or individual consultant or salesperson or any consulting or sales agreement, contract or commitment under which any firm or other organization provides services to Xcyte, not terminable by Xcyte on ninety (90) days notice without liability, except to the extent general principles of wrongful termination law may limit Xcyte’s ability to terminate employees at will; (c) any agreement or plan, including, without limitation, including any stock option plan, stock appreciation rights right plan, stock purchase plan or stock purchase other equity-based 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 AgreementStock Purchase or the value of any of the benefits of which will be calculated on the basis of the Stock Purchase; (d) any lease agreement of personal property having a value individually in excess indemnification or guaranty other than indemnification agreements between Xcyte and any of $500its officers or directors; (e) any agreement agreement, contract or commitment containing any covenant limiting the freedom of indemnification Xcyte to engage in any line of business or guarantycompete with any person; (f) any agreement, contract or commitment containing any covenant limiting in any respect the right of Zap Santa Xxxx to engage in any line of business or to compete with any person or granting any exclusive distribution rights; (g) any agreement relating to capital expenditures and involving future payments obligations in excess of $500100,000 and not cancelable without penalty; (g) any agreement, contract or commitment currently in force relating to the disposition or acquisition of assets not in the ordinary course of business or any ownership interest in any corporation, partnership, joint venture or other business enterprise; (h) any mortgages, indentures, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of creditcredit in excess of $100,000; (i) any purchase order joint marketing or contract involving $500 or more in total paymentsdevelopment agreement; (ji) any construction contractsdistribution agreement (identifying any that contain exclusivity provisions); (ii) any dealer, distributor, joint marketing, alliance, joint venture, shareholder, cooperation, development or other agreement currently in force under which Xcyte has continuing material obligations to jointly market any product, technology or service, or any agreement pursuant to which Xcyte has continuing material obligations to jointly develop any Intellectual Property that will not be owned, in whole or in part, by Xcyte; (iii) any agreement, contract or commitment currently in force to license any third party to manufacture or reproduce any Xcyte product, service or technology or any material agreement, contract or commitment currently in force to sell or distribute any Xcyte products or service 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 Xcyte; or (iv) licenses or other agreements, including amendments to such licenses, for patents, trademarks, trade secrets, domain names or other intellectual property rights, except, in each case, for any agreement with respect to which Xcyte does not have any payment obligations other than immaterial payment obligations; (k) any dealerother agreement, distribution, joint marketing (excluding joint marketing agreements: contract or commitment (i) involving financial obligations which involve payment or liabilities to receipt by Xcyte under any such agreement, contract or commitment of $100,000 or more in the Company; aggregate or (ii) that do not involve rights are material to sell Company Products to end-users), development, content provider, destination site or merchant agreementthe business operations of Xcyte; (l) 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 consultantcollective bargaining agreements; (m) any settlement agreement entered into since purchase order or contract for the Company's initial incorporation; orpurchase of raw materials involving $250,000 or more; (n) any other agreement that involves $500 in total payment construction contract; or (o) any fidelity or more surety bond or is not cancelable without penalty within thirty (30) dayscompletion bond. Zap Santa Xxxx Xcyte has not, and nor to Xcyte’s Knowledge has not any other party to an Xcyte Material Contract (as defined below), breached, violated or defaulted under, or received notice that it has, has breached, violated or defaulted under, any of the terms or conditions of any of the agreements, contracts or commitments to which Xcyte is a party or by which it is bound of the type described in clauses (a) through (o) above (any such agreement, contract or commitment required commitment, an “Xcyte Material Contract”) in such manner as would permit any other party to be set forth on Schedule 2.14.cancel or terminate any such Xcyte Material

Agreements, Contracts and Commitments. Except as set forth in Schedule 2.14(a) As of the date of this Agreement, Zap Santa Xxxx neither the Company nor any of its Subsidiaries is not currently a party to nor to, or is it currently bound by: (ai) any agreement under which the consequences of a default or termination would reasonably be expected to have a Material Adverse Effect on the Company and its Subsidiaries, as a whole; (ii) any agreement containing a “most favored nation” pricing clause granted by the Company or any of its Subsidiaries; (iii) any agreement providing for, or containing provisions related to, indemnification, contribution or guaranties other than agreements entered into in the ordinary course of business in connection with the sale of goods or services; (iv) except for the establishment and implementation of the Company Severance Plan, the Parent Severance Plan, the Retention Plan and the Escrow Payment Plan and the payment of severance or other benefits pursuant to Section 5.13 or pursuant to the Change of Control Letter Agreements, any employment or consulting agreement, contract or commitment with any officer, director, an employee or member of the Zap Santa Cruz's Board of Directors, individual consultant or salesperson other than those agreements, contracts or commitments that are terminable by Zap Santa Xxxx provide for “at will” employment and do not contain provisions related to bonus, severance or similar termination pay or change of control benefits; (bv) any bonusexcept for the establishment and implementation of the Company Severance Plan, deferred compensationthe Parent Severance Plan, pensionthe Retention Plan and the Escrow Payment Plan and the payment of severance or other benefits pursuant to Section 5.13 or pursuant to the Change of Control Letter Agreements, profit sharing or retirement plans, or any other employee benefit plans or arrangements; (c) any agreement or plan, including, without limitation, any stock option plan, stock appreciation rights plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, solely 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; (dvi) any fidelity or surety bond or completion bond; (vii) any lease of personal property having a value individually in excess of $50010,000 individually or, with respect to the Company and its Subsidiaries as a whole, $25,000 in the aggregate; (e) any agreement of indemnification or guaranty; (fviii) any agreement, contract or commitment containing any covenant limiting in any respect the right of Zap Santa Xxxx to engage in any line of business or to compete with any person or granting any exclusive distribution rights; (g) any agreement relating to capital expenditures and involving future payments in excess of $50050,000 individually or, with respect to the Company and its Subsidiaries as a whole, $100,000 in the aggregate; (hix) any agreement, contract or commitment relating to the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course of the Company’s and its Subsidiaries’ business consistent with past practices; (x) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments relating to providing for the borrowing of money or extension of credit; (ixi) any purchase order or contract involving $500 or more in total payments; (j) any construction contracts; (k) any dealer, distribution, joint marketing (excluding marketing, joint marketing agreements: (i) involving financial obligations venture or liabilities to the Company; or (ii) that do not involve rights to sell Company Products to end-users), development, content provider, destination site or merchant development agreement; (lxii) any agreement pursuant to which the Company has advanced sales representative, original equipment manufacturer, value added, remarketer, reseller, or loaned any amount to any shareholder of the Company or any director, officer, employee or consultant; (m) any settlement agreement entered into since the Company's initial incorporationindependent software vendor agreement; or (nxiii) any other agreement agreement, contract or commitment that involves $500 15,000 individually or, with respect to the Company and its Subsidiaries as a whole, $25,000 in total payment the aggregate or more or and which is not cancelable without penalty within upon less than thirty (30) days’ notice. (b) The Company has delivered to Parent or its representatives a correct and complete copy of each written agreement (as amended through the date of this Agreement) listed in Section 2.13(h) or 2.14(a) of the Disclosure Schedule. Zap Santa Xxxx has notExcept for such breaches, violations and defaults, and events that would constitute a breach, violation or default solely with the lapse of time, giving of notice or both, as are all set forth in Section 2.14(b) of the Disclosure Schedule, neither the Company nor any of its Subsidiaries has not breached, violated or defaulted under, or received notice that it has, has breached, violated or defaulted under, any of the material terms or conditions of any agreement, contract or commitment required to be set forth in Section 2.14(a) of the Disclosure Schedule or Section 2.13(h) of the Disclosure Schedule (any such agreement, contract or commitment, a “Listed Contract”). Except for written amendments (or oral amendments described in written summaries) provided to Parent or its representatives or otherwise made available in the data room at the offices of counsel to Parent, there does not exist any agreement, contract or other arrangement entered into by or on behalf of the Company that alters the terms of any Listed Contract. Each Listed Contract is in full force and effect (except as such enforceability may be subject to the laws of general application relating to bankruptcy, insolvency, and the relief of debtors and rules of law governing specific performance, injunctive relief, or other equitable remedies) and, except as otherwise disclosed in Section 2.14(b) of the Disclosure Schedule 2.14the Company has no Knowledge of any breach thereunder by any party obligated to the Company or any of its Subsidiaries pursuant thereto.

Agreements, Contracts and Commitments. Except (a) As of the date hereof, except as may relate to the bConnected business and except as set forth in on Schedule 2.142.14(a), Zap Santa Xxxx the Company does not have any continuing obligations under, nor is not currently it a party to nor is it currently or bound by: (ai) any employment or consulting collective bargaining agreement, or any contract with or commitment with to any officer, directortrade union, employee bargaining agent or member affiliated bargaining agent, and the Company has not conducted any negotiations with respect to enter into any such contracts or commitments, (ii) any agreement or arrangement that contains any severance pay or post-employment liability or obligation or is otherwise required by statute or case law to provide any of the Zap Santa Cruz's Board of Directors, other than those that are terminable by Zap Santa Xxxx at will;foregoing, (biii) any bonus, deferred compensation, pension, profit sharing or retirement plans, or any other employee benefit plans plan or arrangements;arrangement, (civ) any employment or consulting agreement, contract or commitment with an employee or individual consultant or salesperson, or any consulting or sales agreement, contract or commitment with a firm or other organization, (v) any agreement or plan, including, without limitation, including any stock option plan, stock share appreciation 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;Transactions or the value of any of the benefits of which will be calculated on the basis of any of the Transactions, (dvi) any fidelity or surety bond or completion bond, (vii) any lease of personal property having a value individually in excess of $500;property, (eviii) any agreement of indemnification or guaranty;, other than intellectual property indemnification to customers in the Ordinary Course of Business, (fix) any agreement, agreement or contract or commitment containing any covenant limiting in any respect the right freedom of Zap Santa Xxxx the Company to engage in any line of business or to compete with any person or granting any exclusive distribution rights;Person, (gx) any agreement or contract relating to capital expenditures and involving future payments in excess of $500;50,000, (hxi) any mortgagesagreement or contract relating to the disposition or acquisition of material assets or any interest in any business enterprise outside the Ordinary Course of Business, (xii) any mortgage, indenturesindenture, loans loan or credit agreementsagreement, security agreements agreement or other agreements agreement or instruments instrument relating to the borrowing of money or extension of credit;, including guaranties referred to in clause (viii) hereof, (ixiii) any purchase order or contract for the purchase of raw materials, other than purchase orders made in the Ordinary Course of Business and involving not more than $500 or more in total payments;50,000, (jxiv) any construction contracts; (k) any dealer, distribution, joint marketing (excluding joint marketing agreements: (i) involving financial obligations or liabilities to the Company; or (ii) that do not involve rights to sell Company Products to end-users)development agreement, development, content provider, destination site or merchant agreement; (l) 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; (m) any settlement agreement entered into since the Company's initial incorporation; or (nxv) any other agreement or contract that involves $500 in total payment 50,000 or more or is not cancelable without penalty within thirty 30 days. (30b) days. Zap Santa Xxxx has notExcept as noted in Schedule 2.14(b), and the Company has not breached, violated or defaulted under, or received written notice that it has, has breached, violated or defaulted under, any of the material terms or conditions of any agreement, agreement or contract or commitment required to be set forth on in Schedule 2.142.14(a), (any such agreement or contract referenced in the preceding clause, a "Contract"), nor is the Company aware of any event that would constitute such a breach, violation or default with the lapse of time, the giving of notice or both. Each Contract is, to the knowledge of the Company, in full force and effect and, except as otherwise disclosed in Schedule 2.14(b), is not subject to any default, of which the Company is aware, by any party obligated to the Company pursuant thereto. Schedule 2.14(b) lists all consents, waivers and approvals of parties to any Contract as are required thereunder in connection with the Merger or that are required to be obtained in order for such Contract to remain in effect without modification after the Merger.

Agreements, Contracts and Commitments. Except as set forth in Schedule 2.14, Zap Santa Xxxx is not currently a party to nor is it currently bound by: (a) any employment or consulting agreement, contract or commitment with any officer, director, employee or member Section 2.13(a) of the Zap Santa Cruz's Board Company Disclosure Schedule lists the following Company Contracts in effect as of Directorsthe date of this Agreement (each, a “Company Material Contract” and collectively, the “Company Material Contracts”): (i) a Company Contract, other than those that are a Company Employee Plan, requiring payments by the Company after the date of this Agreement in excess of $125,000 per year pursuant to its express terms relating to the employment of, or the performance of employment-related services by, any Person, including any employee, consultant or independent contractor, or entity providing employment-related, consulting or independent contractor services, not terminable by Zap Santa Xxxx the Company on 90 calendar days’ or less notice without liability, except to the extent general principles of wrongful termination law may limit the Company’s ability to terminate employees at will; ; (bii) any bonusa Company Contract, deferred compensationother than the Company Employee Plans or the Company Stock Plan, pension, profit sharing or retirement plans, or any other employee benefit plans or arrangements; (c) relating to any agreement or plan, including, without limitation, including any stock option plan, stock appreciation rights 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; Contemplated Transactions (deither 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 Contemplated Transactions; 20 Exhibit 2.1 (iii) any lease of personal property having a value individually in excess of $500; (e) Company Contract relating to any agreement of indemnification or guaranty; guaranty not entered into in the Ordinary Course of Business; (fiv) any agreement, contract or commitment a Company Contract containing (A) any covenant limiting in any respect the right freedom of Zap Santa Xxxx the Company or the Surviving Corporation to engage in any line of business or to compete with any person or granting any exclusive distribution rights; Person, (gB) any agreement most-favored pricing arrangement, (C) any exclusivity provision, or (D) any non-solicitation provision with respect to employees; (v) a Company Contract relating to capital expenditures and involving future requiring payments after the date of this Agreement in excess of $500; 250,000 pursuant to its express terms and not cancelable without penalty; (hvi) a Company Contract relating to the disposition or acquisition of material assets or any ownership interest in any Entity since the Company’s incorporation; (vii) a Company Contract relating to any mortgages, indentures, loans loans, notes or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit; credit 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; (iviii) a Company Contract requiring payment by or to the Company after the date of this Agreement in excess of $250,000 pursuant to its express terms relating to: (A) any purchase order or contract involving $500 or more in total payments; distribution agreement (jidentifying any that contain exclusivity provisions); (B) any construction contracts; agreement involving provision of services or products with respect to any pre-clinical or clinical development activities of the Company; (kC) any dealer, distributiondistributor, joint marketing (excluding marketing, alliance, joint marketing agreements: (i) involving financial venture, cooperation, development or other agreement currently in force under which the Company has continuing obligations to develop or liabilities to the Company; market any product, technology or (ii) that do not involve rights to sell Company Products to end-users)service, development, content provider, destination site or merchant agreement; (l) any agreement pursuant to which the Company has advanced continuing obligations to develop any Intellectual Property that will not be owned, in whole or loaned in part, by the Company; or (D) any amount Contract to license any shareholder third party to manufacture or produce any product, service or technology of the Company or any directorContract to sell, officerdistribute or commercialize any products or service of the Company, employee or consultant; (m) any settlement agreement in each case, except for Company Contracts entered into since in the Company's initial incorporationOrdinary Course of Business; or (nix) a Company Contract with any Person, including any financial advisor, broker, finder, investment banker or other Person, providing advisory services to the Company in connection with the Contemplated Transactions; (x) a Company Real Estate Lease; or (xi) any other agreement Company Contract that is not terminable at will (with no penalty or payment) by the Company, and (A) which involves $500 in total payment or receipt by the Company after the date of this Agreement under any such agreement, contract or commitment of more than $250,000 in the aggregate, or obligations after the date of this Agreement in excess of $250,000 in the aggregate, or (B) that is material to the business or operations of the Company. 21 Exhibit 2.1 (b) The Company has made available to Apricus accurate and complete copies of all Company Material Contracts, including all amendments thereto. Except as set forth in Section 2.13(b) of the Company Disclosure Schedule, there are no Company Material Contracts that are not cancelable without penalty within thirty (30) daysin written form. Zap Santa Xxxx The Company has not, and has not to the Company’s Knowledge, as of the date of this Agreement no other party to a Company Material Contract has, breached, violated or defaulted under, or received notice that it has, breached, violated or defaulted under, any of the terms or conditions of any agreementCompany Material Contract in such manner as would permit any other party to cancel or terminate any such Company Material Contract, contract or commitment required would permit any other party to seek damages which would reasonably be set forth on Schedule 2.14expected 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 any Company Material Contract.

Agreements, Contracts and Commitments. Except as set forth in on Schedule 2.142.12(a), Zap Santa Xxxx the Company does not have, is not currently a party to nor is it currently bound by: (ai) any employment or consulting agreement, contract or commitment with any officer, director, employee or member of the Zap Santa Cruz's Board of Directors, other than those that are terminable by Zap Santa Xxxx at will;collective bargaining agreements, (bii) 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;, (civ) any employment or consulting agreement with an employee or individual consultant or salesperson or consulting or sales agreement, under which a firm or other organization provides services to the Company, (v) any agreement or plan, including, without limitation, any stock option plan, stock appreciation rights plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement;, (dvi) any fidelity or surety bond or completion bond, (vii) any lease of personal property having a value individually in excess of $500;100,000, (eviii) any agreement of indemnification or guaranty;, (fix) any agreement, contract or commitment agreement containing any covenant limiting in any respect the right freedom of Zap Santa Xxxx the Company to engage in any line of business or to compete with any person or granting any exclusive distribution rights;person, (gx) any agreement relating to capital expenditures and involving future payments in excess of $500;100,000, (hxi) any agreement relating to the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course of the Company's business, (xii) any mortgages, indentures, 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, (ixiii) any purchase order or contract for the purchase of raw materials involving $500 100,000 or more in total payments;more, (jxiv) any construction contracts;, (kxv) any dealer, distribution, joint marketing (excluding joint marketing agreements: (i) involving financial obligations or liabilities to the Company; or (ii) that do not involve rights to sell Company Products to end-users), development, content provider, destination site or merchant development agreement;, (lxvi) any agreement pursuant to which the Company has advanced granted or loaned any amount may grant in the future, to any shareholder of the Company party a source-code license or any directoroption or other right to use or acquire source-code, officer, employee or consultant; (m) any settlement agreement entered into since the Company's initial incorporation; or (nxvii) any other agreement that involves $500 in total payment 100,000 or more or is not cancelable without penalty within thirty (30) daysdays of notice. Zap Santa Xxxx has notExcept for such alleged breaches, violations and defaults, and events that would constitute a 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, has breached, violated or defaulted under, any of the terms or conditions of any agreement, contract or commitment required to be set forth on Schedule 2.142.12(a) or Schedule 2.11(g) (any such agreement, contract or commitment, a "CONTRACT"), other than breaches, violations or defaults which have been resolved or cured with no further liability to the Company. Each Contract is in full force and effect and, except as otherwise disclosed in Schedule 2.12(b), is not subject to any default thereunder of which the Company has knowledge by any party obligated to the Company pursuant thereto.

Agreements, Contracts and Commitments. Except as set forth in Section 2.11(a) of the Company Disclosure Schedule 2.14as of the date of this Agreement, Zap Santa Xxxx the Company does not have continuing obligations under, is not currently a party to nor is it currently bound by, any existing: (ai) collective bargaining agreements, (ii) agreements or arrangements that contain any severance pay, post-employment liabilities or consulting agreement, contract obligations or commitment with any officer, director, employee “golden parachute” provisions (or member similar provisions which provide for payment of consideration upon the completion of the Zap Santa Cruz's Board of Directors, other than those that are terminable by Zap Santa Xxxx at will;transactions contemplated herein), (biii) any bonus, deferred compensation, pension, profit sharing or retirement plans, or any other employee benefit plans or arrangements;, (civ) any employment or consulting agreement, contract or commitment with an employee or individual consultant or salesperson or consulting or sales agreement, contract or commitment with a firm or other organization, other than the Intellectual Property Assignments, (v) agreement or plan, including, without limitation, any stock option plan, stock appreciation rights plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or 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, (dvi) any fidelity or surety bond or completion bond, (vii) lease of personal property having a value annual lease payments individually in excess of $500;25,000, (eviii) any agreement of indemnification indemnification, warranty or guaranty;, other than any End User Agreement or Shrinkwrap Agreement, provided in the ordinary course of the Company’s business or substantially similar in nature to those provided in the Company’s ordinary course of business, (fix) any agreement, contract or commitment containing any covenant limiting in any respect the right freedom of Zap Santa Xxxx the Company to engage in any line of business or to compete with any person or granting any exclusive distribution rights;person, (gx) any agreement agreement, contract or commitment relating to capital expenditures and involving future payments in excess of $500;50,000, other than the Existing Loan Documents, (hxi) agreement, contract or commitment relating to the disposition or acquisition of material assets or any interest in any business enterprise outside the ordinary course of the Company’s business, (xii) mortgages, indentures, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit;credit (other than sales on credit in ordinary course), other than the Existing Loan Documents, (ixiii) any purchase order or contract involving $500 or more in total payments; (j) any construction contracts; (k) any dealer, distribution, joint marketing (excluding joint marketing agreements: (i) involving financial obligations or liabilities to the Company; or (ii) that do not involve rights to sell Company Products to end-users)product development agreement, development, content provider, destination site or merchant agreement; (l) 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; (m) any settlement agreement entered into since the Company's initial incorporation; or (nxiv) any other agreement agreement, contract or commitment that involves requires or would reasonably be expected to require payment of $500 in total payment 50,000 or more or is not cancelable without penalty within thirty (30) days. Zap Santa Xxxx has not, and has not received notice that it has, breached, violated or defaulted under, any of the terms or conditions of any agreement, contract or commitment required to be set forth on Schedule 2.14.

Agreements, Contracts and Commitments. Except as set forth in on Schedule 2.14------------------------------------- 2.12(a), Zap Santa Xxxx the Company does not have, is not currently a party to nor is it currently bound by: (ai) any employment or consulting agreement, contract or commitment with any officer, director, employee or member of the Zap Santa Cruz's Board of Directors, other than those that are terminable by Zap Santa Xxxx at will;collective bargaining agreements, (bii) any agreements or arrangements that contain any severance pay or post-employmen t liabilities or obligations, (iii) any bonus, deferred compensation, pension, profit sharing or retirement plans, or any other employee benefit plans or arrangements;, (civ) any employment or consulting agreement, contract or commitment with an employee or individual consultant or salesperson or any consulting or sales agreement, contract or commitment under which any firm or other organization provides services to the Company, (v) any agreement or plan, including, without limitation, any stock option plan, stock appreciation rights plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement;, (dvi) any fidelity or surety bond or completion bond, (vii) any lease of personal property having a value individually in excess of $500;25,000, (eviii) any agreement of indemnification or guaranty;, (fix) any agreement, contract or commitment containing any covenant limiting in any respect the right freedom of Zap Santa Xxxx the Company to engage in any line of business or to compete with any person or granting any exclusive distribution rights;person, (gx) any agreement agreement, contract or commitment relating to capital expenditures and involving future payments in excess of $500;25,000, (hxi) any agreement, contract or commitment relating to the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course of the Company's business, (xii) any mortgages, indentures, 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, (ixiii) any purchase order or contract for the purchase of raw materials involving $500 25,000 or more in total payments;more, (jxiv) any construction contracts;, (kxv) any dealer, distribution, joint marketing (excluding joint marketing agreements: (i) involving financial obligations or liabilities to the Company; or (ii) that do not involve rights to sell Company Products to end-users), development, content provider, destination site or merchant development agreement;, (lxvi) any agreement pursuant to which the Company has advanced granted or loaned any amount may grant in the future, to any shareholder of the Company party, a source-code license or any directoroption or other right to use or acquire source-code, officer, employee or consultant; (m) any settlement agreement entered into since the Company's initial incorporation; or (nxvii) any other agreement agreement, contract or commitment that involves $500 in total payment 25,000 or more or is not cancelable without penalty within thirty (30) days. Zap Santa Xxxx Contract is in full force and effect and, except as otherwise disclosed in Schedule 2.12(b), is not subject to any default thereunder of which the Company has not, and has not received notice that it has, breached, violated or defaulted under, knowledge by any of party obligated to the terms or conditions of any agreement, contract or commitment required to be set forth on Schedule 2.14Company pursuant thereto.

Agreements, Contracts and Commitments. Except as set forth in Schedule 2.14, Zap Santa Xxxx is not currently a party to nor is it currently bound bySection 2.16(a) of the Disclosure Schedule: (a) as of the date hereof, neither the Company nor any employment of its Subsidiaries is a party to, nor is it bound by any of the following (each, a “Material Contract” and collectively, the “Material Contracts”): (i) any Employee Agreement, or any similar contractor, consulting or sales agreement, contract contract, or commitment with a firm or other organization that is significant to the Company or any officer, director, employee or member of the Zap Santa Cruz's Board of Directors, other than those that are terminable by Zap Santa Xxxx at willits Subsidiaries; (bii) any bonus, deferred compensation, pension, profit sharing or retirement plans, or any other employee benefit plans or arrangements; (c) any agreement or plan, including, without limitation, any stock option plan, stock appreciation rights plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (diii) any fidelity or surety bond or completion bond; (iv) any lease of real or personal property having a value individually in excess of $50075,000 individually; (ev) any agreement of indemnification or guaranty; (fvi) any agreement, contract or commitment containing any covenant limiting in any respect the right of Zap Santa Xxxx to engage in any line of business or to compete with any person or granting any exclusive distribution rights; (g) any agreement relating to capital expenditures and involving future payments in excess of $50075,000 individually; (hvii) any agreement, contract or commitment relating to the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course of the Company’s and its Subsidiaries’ business; (viii) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit; (iix) any purchase order or contract for the purchase of materials involving in excess of $500 or more in total payments75,000 individually; (jx) any material construction contracts; (kxi) any dealer, distribution, strategic alliance, affiliate or development agreement, or any joint marketing (excluding joint marketing agreements: (i) involving financial obligations agreement in which the payments received or liabilities to paid by the Company; Company or (ii) that do not involve rights to sell Company Products to end-users), development, content provider, destination site or merchant agreementany of its Subsidiaries exceed $75,000 individually; (lxii) any agreement pursuant agreement, contract or commitment to alter the Company’s interest in any Subsidiary, corporation, association, joint venture, partnership or business entity in which the Company has advanced directly or loaned indirectly holds any amount to interest; (xiii) any shareholder sales representative, original equipment manufacturer, manufacturing, value added, remarketer, reseller, or independent software vendor, or other agreement for use or distribution of the products, technology or services of the Company or any director, officer, employee or consultantof its Subsidiaries (excluding Standard Form Agreements); (mxiv) any settlement nondisclosure, confidentiality or similar agreement that is still in effect, other than those entered into since with any actual or prospective customer or vendor in the Company's initial incorporationordinary course of business consistent with past practices (excluding Standard Form Agreements); or (nxv) any other agreement agreement, contract or commitment (excluding Standard Form Agreements) that involves $500 in total payment 75,000 individually per annum or more or and is not cancelable without penalty within thirty 30 days. (30b) days. Zap Santa Xxxx has notExcept as set forth in Section 2.16(b) of the Disclosure Schedule, each Material Contract, IP Contract, Standard Form Agreement and other Contract with third parties to which the Company or any of its Subsidiaries is a party or any of their respective properties or assets (whether tangible or intangible) is subject (the “Standard Contracts”) is a valid and binding agreement of the Company or any of its Subsidiaries, as the case may be, enforceable against such Person in accordance with its terms, and has is in full force and effect with respect to the Company or the applicable Subsidiary and, to the Knowledge of the Company, any other party thereto, in each case subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights generally and limitations on the availability of equitable remedies. The Company and each of its Subsidiaries are in material compliance with and have not materially breached, violated or defaulted under, or received written notice that it has, they have materially breached, violated or defaulted under, any of the terms or conditions of any agreementMaterial Contract, contract IP Contract, Standard Form Agreements, Contract with a Major Customer, or commitment Standard Contract, nor, to the Knowledge of the Company, is any party obligated to the Company or any of its Subsidiaries pursuant to any such Material Contract, IP Contract, Standard Form Agreement, Contract with a Major Customer, or Standard Contract subject to any material 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, its Subsidiaries or any such other party not disclosed in Section 2.16(b) of the Disclosure Schedule. True and complete copies of each Material Contract disclosed in the Disclosure Schedule or required to be disclosed pursuant to this Section 2.16 have been made available to Parent; provided, however, that notwithstanding the foregoing, it is understood that the Company shall not be required to list in Section 2.16(b) of the Disclosure Schedule or make available to Parent any Material Contract described in Sections 2.16(a)(v) (with respect to Intellectual Property only), 2.16(a)(xiii) and 2.16(a)(xiv) unless (i) such Material Contract was entered into after January 1, 2000 or (ii) the Company has Actual Knowledge of such Material Contract. (c) The Company and each of its Subsidiaries have fulfilled all material obligations required to have been performed by the Company or any Subsidiary prior to the date hereof pursuant to each Material Contract, IP Contract, Standard Form Agreement or Standard Contract to which the Company or any of its Subsidiaries is a party or any of their respective properties or assets (whether tangible or intangible) is bound. (d) As of the date hereof, there are no disputes or disagreements, and the Company has no Knowledge as of the date hereof of any threatened disputes or disagreements, with respect to any Material Contract to which the Company or any of its Subsidiaries is a party or any of their respective properties or assets (whether tangible or intangible) is subject. (e) The Material Contracts and IP Contracts to which the Company or any of its Subsidiaries is a party or any of their respective properties or assets (whether tangible or intangible) is subject which constitute licenses of goods, services or rights from third parties that are incorporated in any products, services or rights which the Company or its Subsidiaries sublicense to their customers are fully sublicenseable without any further payment to any Person, except as identified in Section 2.16(e) of the Disclosure Schedule. Except as disclosed in Section 2.16(e) of the Disclosure Schedule, no royalties, fees, honoraria, volume-based, milestone or other payments are payable by the Company or any of its Subsidiaries to any Person by reason of the ownership, use, sale, licensing, distribution or other exploitation of any Intellectual Property relating to the conduct or operation of the Business or the delivery or provision of any products, services or rights delivered or provided thereby or thereunder, except for obligations relating solely to end-user operating systems and application software, the license of which is obtained with the acquisition or license thereof. (f) Except as may be set forth on Schedule 2.14in Section 2.16(f) of the Disclosure Schedule, none of the Company or any of its Subsidiaries has granted any other Person any exclusive right to manufacture, have manufactured, assemble, license, sublicense or sell any Company Products or Proposed Company Products or to provide the services or proposed services of the business of the Company or any of its Subsidiaries. (g) All outstanding indebtedness for borrowed money of the Company or its Subsidiaries may be prepaid without penalty.

Agreements, Contracts and Commitments. (a) Except as set forth in for the agreements listed on Schedule 2.142.10 attached hereto (true and correct copies of which have been delivered to the Buyer), Zap Santa Xxxx the Company is not currently a party to nor is it currently bound by: (ai) any employment or consulting agreement, contract or commitment with any officer, director, an employee or member of the Zap Santa Cruz's Board of Directorsindividual consultant or salesperson or consulting or sales agreement, contract or commitment with a firm or other than those that are terminable by Zap Santa Xxxx at willorganization; (b) any bonus, deferred compensation, pension, profit sharing or retirement plans, or any other employee benefit plans or arrangements; (cii) any agreement or plan, including, without limitation, any stock option plan, stock appreciation rights plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (diii) any fidelity or surety bond or completion bond; (iv) any lease of personal property having a value individually with fixed annual rental payments in excess of $50010,000; (e) any agreement of indemnification or guaranty; (fv) any agreement, contract contract, commitment or commitment grant containing any covenant limiting in any respect the right freedom of Zap Santa Xxxx the Company to engage in any line of business or to compete with any person or granting any exclusive distribution rightsperson; (gvi) any agreement agreement, contract or commitment relating to capital expenditures and involving future payments in excess of $50010,000 either individually or in the aggregate; (hvii) any mortgagesagreement, indenturescontract or commitment relating to the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course of the Company's business; (viii) any mortgage, loans indenture, loan or credit agreementsagreement, security agreements agreement or other agreements agreement or instruments instrument relating to the borrowing of money, the extension of credit or placing of liens on any assets of the Company; 5 (ix) any guaranty of any obligation for borrowed money or extension of creditotherwise; (ix) any purchase order or contract for the purchase of materials involving in excess of $500 10,000 either individually or more in total paymentsthe aggregate; (j) any construction contracts; (kxi) any dealer, distribution, joint marketing (excluding joint marketing agreements: (i) involving financial obligations or liabilities to the Company; or (ii) that do not involve rights to sell Company Products to end-users), development, content provider, destination site or merchant development agreement; (lxii) any sales representative, original equipment manufacturer, value added, remarketing or other agreement for distribution of the Company's products or services; (xiii) any collective bargaining agreement or contract with any labor union; (xiv) any bonus, pension, profit sharing, retirement or other form of deferred compensation plan; (xv) any medical insurance or similar plan; or (xvi) any other agreement, contract, commitment or grant pursuant to which the Company has advanced or loaned obligations of any amount to any shareholder party thereto is in excess of the Company or any director, officer, employee or consultant;$10,000. (mb) any settlement agreement entered into since the Company's initial incorporation; or (n) any other agreement that involves $500 The Company is in total payment or more or is not cancelable without penalty within thirty (30) days. Zap Santa Xxxx has not, compliance with and has not breached, violated or defaulted under, or received notice that it has, has breached, violated or defaulted under, any of the terms or conditions of any agreement, contract contract, grant, covenant, instrument, lease, license or commitment to which the Company is a party or by which its assets are bound (collectively, 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 by any party obligated to the Company pursuant thereto. The Company has obtained, or will obtain prior to the Closing Date, all necessary consents, waivers and approvals of parties to any Contract as are required thereunder for such Contracts to remain in effect without modification or termination after the Closing. Following the Closing Date, the Company will be permitted to exercise all of its rights under the Contracts without the payment of any additional amounts or consideration other than ongoing fees, royalties or payments which the Company would otherwise be required to be set forth on Schedule 2.14pay had the transactions contemplated by this Agreement not occurred.

Agreements, Contracts and Commitments. Except as set forth in on Schedule 2.142.12(a), Zap Santa Xxxx the Company is not currently a party to nor is it currently or bound by: (ai) any employment or consulting agreement, contract or commitment with any officer, director, employee or member of the Zap Santa Cruz's Board of Directors, other than those that are terminable by Zap Santa Xxxx at will;collective bargaining agreements, (bii) 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;, (civ) any employment or consulting agreement, contract or commitment (other than as provided by statute or other law) with an employee or individual consultant or salesperson or any consulting or sales agreement, contract or commitment under which any firm or other organization provides services to the Company, (v) any agreement or plan, including, without limitation, any stock option plan, stock appreciation rights plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement;, (dvi) any fidelity or surety bond or completion bond, (vii) any lease of personal property having a value individually in excess of $500;25,000, (eviii) any agreement of indemnification or guaranty;, (fix) any agreement, contract or commitment containing any covenant limiting in any respect the right freedom of Zap Santa Xxxx the Company to engage in any line of business or to compete with any person or granting any exclusive distribution rights;person, (gx) any agreement agreement, contract or commitment relating to capital expenditures and involving future payments in excess of $500;100,000, (hxi) any agreement, contract or commitment relating to the disposition or acquisition of assets, or any interest in any business enterprise, outside the ordinary course of the Company's business, (xii) any mortgages, indentures, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit;, (ixiii) any purchase order or contract for the purchase of raw materials involving $500 25,000 or more in total payments;more, (jxiv) any construction contracts;, (kxv) any dealer, distribution, joint marketing (excluding joint marketing agreements: (i) involving financial obligations or liabilities to the Company; or (ii) that do not involve rights to sell Company Products to end-users), development, content provider, destination site or merchant development agreement;, (lxvi) any agreement pursuant to which the Company has advanced granted or loaned any amount may grant in the future, to any shareholder of the Company party, a source-code license or any directoroption or other right to use or acquire source-code, officer, employee or consultant; (m) any settlement agreement entered into since the Company's initial incorporation; or (nxvii) any other agreement agreement, contract or commitment that involves $500 in total payment 25,000 or more or and is not cancelable without penalty within thirty (30) days. Zap Santa Xxxx has notExcept for such alleged breaches, violations and defaults, and has not received notice events that it haswould constitute a breach, breachedviolation or default with the lapse of time, violated giving of notice, or defaulted underboth, any of the terms or conditions of any agreement, contract or commitment required to be set forth on Schedule 2.14.as are all noted in Schedule

Agreements, Contracts and Commitments. Except as set (a) Schedule 3.16 sets forth in Schedule 2.14, Zap Santa Xxxx each material Contract to which the Company or any of its Subsidiaries is not currently a party or by which they or their properties or assets are bound, in each case identifying specifically each amendment, extension, exhibit, statement of work, attachment, addendum, appendix and any other similar instrument or document relating thereto, including (without regard to nor is it currently bound bymateriality) all of the following: (ai) any employment or consulting agreement, contract or commitment with any officer, director, employee or member of the Zap Santa Cruz's Board of Directors, other than those that are terminable by Zap Santa Xxxx at willcollective bargaining Contract; (bii) any bonusEmployment Agreement; (iii) any bonus or any other incentive compensation, deferred compensation, severance, salary continuation, pension, profit sharing or retirement plansplan, or any other employee benefit plans plan or arrangementsarrangement, that is not listed on Schedule 3.25(a); (civ) any agreement commission and/or sales Contract with an Employee, individual consultant or salesperson, or under which a firm or other organization provides commission or sales-based services to the Company or any Subsidiary, that is not listed on Schedule 3.26(b) or 3.26(c); (v) any Contract or plan, including, without limitation, including any stock option plan, stock appreciation rights plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of the Merger or any of the other transactions contemplated by this AgreementAgreement and the Related Agreements or the value of any of the benefits of which will be calculated on the basis of the Merger or any of the other transactions contemplated by this Agreement or the Related Agreements; (dvi) any fidelity or surety bond or completion bond; (vii) any lease of tangible personal property having a value individually in excess of $50050,000; (eviii) any agreement Contract of indemnification or guarantyguaranty to any third party (other than agreements for the sale or resale of Company Products entered into in the ordinary course of business that provide indemnification only for patent infringement and that expressly disclaim special, consequential and punitive damages and for which the indemnification liability of the Company and its Subsidiaries in the aggregate is not material); (fix) any agreement, contract or commitment Contract containing any covenant limiting in the freedom of the Company or any respect the right of Zap Santa Xxxx its Subsidiaries to engage in any line of business or in any geographic territory or to compete with any person Person, or granting which grants to any exclusive distribution rightsPerson any exclusivity to any geographic territory, any customer, or any product or service; (gx) any agreement Contract relating to capital expenditures and involving future payments in excess of $500100,000 in any individual case or $200,000 in the aggregate; (hxi) any mortgages, indentures, loans Contract not already fully performed relating to the acquisition or credit agreements, security agreements disposition of a material amount of assets of a business or other agreements any material equity or instruments ownership interest in any business enterprise outside the ordinary course of the Company’s or any of its Subsidiaries’ business or any Contract relating to the acquisition of a material amount of assets of a business of or any material equity or ownership interest in any business enterprise; (xii) any Contract relating to the borrowing of money or the extension of creditcredit or evidencing any Debt or securing such Debt; (ixiii) any unpaid or unperformed purchase order or contract other similar Contract (including for services) involving in excess of $500 100,000 in any individual case or $200,000 or more in total paymentsthe aggregate; (j) any construction contracts; (kxiv) any dealer, distribution, joint marketing (excluding joint marketing agreements: (i) involving financial obligations or liabilities to the Company; or (ii) that do not involve rights to sell Company Products to end-usersincluding any pilot program), development, content provider, destination site or merchant agreementContract; (lxv) any agreement Contract pursuant to which the Company or any of its Subsidiaries has granted or may be obligated to grant in the future, to any Person, a source-code license or option or other right to use or acquire source code, including any Contracts that provide for source code escrow arrangements; (xvi) any sales representative, original equipment manufacturer, value added re-seller, re-marketer or other Contract for distribution of the Company’s or any of its Subsidiaries’ products or services, or the products or services of any other Person; (xvii) any Contract pursuant to which the Company or any of its Subsidiaries has advanced or loaned any amount to any shareholder Stockholder of the Company or any directorEmployee, officerconsultant or independent contractor thereof or any of its Subsidiaries, employee or consultantother than business travel advances in the ordinary course of business consistent with past practice; (mxviii) any settlement agreement entered into since joint venture, partnership, strategic alliance or other Contract involving the sharing of profits, losses, costs or liabilities with any Person or any development, data-sharing, marketing, resale, distribution or similar arrangement relating to any product or service; (xix) each proposed material Contract as to which any bid, offer, written proposal, term sheet or similar document has been submitted by or received by the Company or any of its Subsidiaries that, if accepted by the receiving party, would obligate the Company or any of its Subsidiaries thereunder; (xx) any Contract pursuant to which the Company or any of its Subsidiaries agreed to provide “most favored nation” pricing or other similar terms and conditions to any Person with respect to the Company's initial incorporation’s or any of its Subsidiaries’ sale, distribution, license, or support of any Company Products or Services or any of its Subsidiaries; (xxi) any Contract obligating the Company or any Subsidiary to provide development, maintenance, support or other professional services on a fixed price, maximum fee, cap, milestone or other basis that provides for payment other than on an unrestricted “time and materials” basis; or (nxxii) any other agreement Contract that involves $500 in total payment 100,000 or more or and is not cancelable without penalty within thirty upon 60 days notice or less. (30b) daysEach Contract set forth or required to be set forth on Schedule 3.16 is in full force and effect and is valid, binding and enforceable in accordance with its terms, except as such enforcement may be limited by (i) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws now of hereinafter in effect relating to or affected creditors’ rights generally and (ii) general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). Zap Santa Xxxx has notTo the knowledge of the Company, no party obligated to the Company or any of its Subsidiaries pursuant to any such Contract is in material default thereunder. The Company and has each of its Subsidiaries are in compliance in all material respects with and have not materially breached, violated or defaulted under, or received notice that it has, they have materially breached, violated or defaulted under, any of the terms or conditions of any agreementsuch Contract, contract nor does the Company have knowledge of any event or commitment occurrence that would reasonably be expected to constitute such a material breach, violation or default (with or without the lapse of time, giving of notice or both). The Company is in compliance in all material respects with all delivery requirements, schedules and other milestones under all agreements set forth or required to be set forth on Schedule 2.143.16 that are either material or with a customer, reseller, distributor, original equipment manufacturer or pursuant to which the Company or any of its Subsidiaries is performing technology or software development or other services and the Company has no reasonable basis to believe it will not continue to remain in compliance with such requirements, in each case except to the extent that the Company is unable to comply because the other party or parties thereto have not complied with delivery requirements and other milestones applicable to such other party or parties. The Company has not incurred any material cost over-runs on any agreement set forth or required to be set forth on Schedule 3.16 that is either material or with a customer, reseller, distributor, original equipment manufacturer or pursuant to which the Company or any of its Subsidiaries is performing technology or software development or other services and the Company has no reasonable basis to believe it will incur any such cost over-runs. The Company has delivered to Parent accurate and complete copies of all Contracts required to be set forth on Schedule 3.16, including all amendments, extensions, exhibits, statements of work, attachments, addenda, appendices and any other similar instrument or document relating thereto.

Agreements, Contracts and Commitments. Except as set forth in Schedule 2.14, Zap Santa Xxxx is The Company and its Subsidiaries are not currently a party to to, nor is it currently are the Company and its Subsidiaries or any of their assets or properties bound by: (a) any collective bargaining agreements, (b) any agreements or arrangements that contain any severance pay or post-employment liabilities or obligations, (c) any employment, severance or consulting agreement, contract or commitment with any officer, director, an employee or member of the Zap Santa Cruz's Board of Directorsindividual consultant or salesperson or consulting or sales agreement, contract or commitment with a firm or other than those that are terminable by Zap Santa Xxxx at will;organization, (b) any bonus, deferred compensation, pension, profit sharing or retirement plans, or any other employee benefit plans or arrangements; (cd) any agreement or plan, including, without limitation, any stock option plan, stock appreciation rights plan or stock purchase planplan (other than the Plans and the Change of Control Letters disclosed in Section 2.5(ii) of the Company Disclosure Schedules), 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;, (de) any fidelity or surety bond or completion bond, (f) any lease of personal property having a value individually in excess of $500;50,000, (eg) any agreement agreement, contract or commitment of indemnification indemnification, guaranty, support, assumption or guaranty;endorsement of, or any similar commitment or understanding with respect to, the obligations, liabilities (whether accrued, absolute, contingent or otherwise) or indebtedness of any other person or entity, (fh) any agreement, contract or commitment containing any covenant limiting in any respect the right freedom of Zap Santa Xxxx the Company or a Subsidiary to engage in any line of business or to compete with any person person, or granting any exclusive distribution rights;confidentiality, secrecy or non-disclosure agreement, contract or commitment imposing confidentiality, secrecy or non-disclosure obligations on the Company, (gi) any agreement agreement, contract or commitment relating to capital expenditures and involving future payments in excess of $500;50,000 per year, (hj) any agreement, contract or commitment relating to the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course of business, (k) any mortgages, indentures, loans or credit agreements, security agreements agreements, guaranties or other agreements or instruments relating to the borrowing of money or extension of credit;credit or any leasing transaction of the type required to be capitalized in accordance with GAAP, (il) any purchase order or contract involving for the purchase of raw materials to pay $500 50,000 or more more, other than purchase orders for TSOPs, flex-frames, solder, solvents, printed wiring boards, and other items purchased in total payments; (j) any construction contracts; (k) any dealer, distribution, joint marketing (excluding joint marketing agreements: (i) involving financial obligations or liabilities to the Company; or (ii) that do not involve rights to sell Company Products to end-users), development, content provider, destination site or merchant agreement; (l) any agreement pursuant to which the Company has advanced or loaned any amount to any shareholder ordinary course of the Company or any director, officer, employee or consultant;business consistent with past practice, (m) any settlement agreement entered into since the Company's initial incorporation; orreal property development or construction agreements, contracts or commitments, (n) any distribution, joint marketing or development agreement, contract or commitment, (o) any agreement, contract or commitment to indemnify, hold harmless or defend any other agreement person with respect to any assertion of personal injury, damage to property or Intellectual Property infringement, misappropriation or violation or warranting the lack thereof, (p) any other agreement, contract or commitment not referred to above that involves payment of, or an obligation to pay, $500 in total payment 50,000 per year or more or and is not cancelable without penalty within thirty (30) days. Zap Santa Xxxx has not, and has not received notice that it has, breached, violated or defaulted under, or (q) any of the terms or conditions of any material agreement, contract or commitment required to be set forth on Schedule 2.14with any person with whom the Company or its Subsidiaries does not deal at arm’s length within the meaning of the Code other than agreements, contracts or commitments provided for in Sections 2.12(b) through 2.12(d) above.

Agreements, Contracts and Commitments. Except as set forth in on Schedule 2.142.12(a), Zap Santa Xxxx neither the Company nor any of its subsidiaries has, is not currently a party to nor or is it currently bound by: (ai) any collective bargaining agreements, (ii) any agreements or arrangements that contain any severance pay or post-employment liabilities or consulting agreement, contract or commitment with any officer, director, employee or member of the Zap Santa Cruz's Board of Directorsobligations, other than those that are terminable by Zap Santa Xxxx reasonable notice provisions at will;common law, (biii) any bonus, deferred compensation, pension, profit sharing or retirement plans, or any other employee benefit plans or arrangements;, (civ) any employment or consulting agreement, contract or commitment with an employee or individual consultant or salesperson or any consulting or sales agreement, contract or commitment under which any firm or other organization provides services to the Company or any of its subsidiaries, (v) any agreement or plan, including, without limitation, any stock option plan, stock appreciation rights plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement;, (dvi) any fidelity or surety bond or completion bond, (vii) any lease of personal property having a value individually in excess of $500;50,000, (eviii) any agreement of indemnification or guaranty;, (fix) any agreement, contract or commitment containing any covenant limiting in any respect the right freedom of Zap Santa Xxxx the Company to engage in any line of business or to compete with any person or granting any exclusive distribution rights;person, (gx) any agreement agreement, contract or commitment relating to capital expenditures and involving future payments in excess of $500;50,000, (hxi) any agreement, contract or commitment relating to the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course of the business of the Company or any of its subsidiaries, (xii) any mortgages, indentures, 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, (ixiii) any purchase order or contract for the purchase of raw materials involving $500 35,000 or more in total payments;more, (jxiv) any construction contracts;, (kxv) any dealer, distribution, joint marketing (excluding joint marketing agreements: (i) involving financial obligations or liabilities to the Company; or (ii) that do not involve rights to sell Company Products to end-users), development, content provider, destination site or merchant development agreement;, (lxvi) any agreement pursuant to which the Company or any of its subsidiaries has advanced granted or loaned any amount may grant in the future, to any shareholder of the Company party, a source-code license or any directoroption or other right to use or acquire source-code, officer, employee or consultant; (m) any settlement agreement entered into since the Company's initial incorporation; or (nxvii) any other agreement agreement, contract or commitment that involves $500 in total payment 50,000 or more or is not cancelable without penalty within thirty (30) days. Zap Santa Xxxx has notExcept for such alleged breaches, violations and defaults, and events that would constitute a breach, violation or default with the lapse of time, giving of notice, or both, as are all noted in Schedule 2.12(b), neither the Company nor any of its subsidiaries has not breached, violated or defaulted under, or received notice that it has, has breached, violated or defaulted under, any of the terms or conditions of any End-User License or any agreement, contract or commitment required to be set forth on Schedule 2.142.12(a) (any 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 the Company's standard form, which shall constitute Contracts for purposes of 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 default thereunder of which the Company or any of its subsidiaries has knowledge by any party obligated to the Company or any of its subsidiaries pursuant thereto. The Company has no agreements with customers involving credit terms of more than one year.

Agreements, Contracts and Commitments. Except as contemplated by this Agreement or set forth in on Schedule 2.142.16, Zap Santa Xxxx the Company does not have, is not currently a party to to, nor is it currently bound by:: 17 (a) any collective bargaining or similar agreement with any labor organization or employee association applicable to employees of the Company; (b) any employment or consulting agreement, contract contract, written personnel policies or commitment with any officer, directoremployee, employee or member of the Zap Santa Cruz's Company’s Board of Directors, other than those that are terminable by Zap Santa Xxxx at willthe will of the Company; (bc) any bonus, deferred compensation, pension, profit sharing, severance, change of control or retirement plans or agreements, or any other employee benefit plans or arrangements; (d) any stock option or stock purchase plan or arrangement (other than the Option Plan), stock appreciation, bonus, deferred compensation, pension, profit sharing or retirement plans, or any other employee benefit plans or arrangements; (ce) any employment or consulting agreement with an employee or individual consultant, contractor or salesperson or consulting or sales agreement, under which a firm or other organization provides services to the Company; (f) any agreement or plan, including, without limitation, any stock option plan, stock appreciation rights plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (dg) any fidelity or surety bond or completion bond; (h) any agreement or group of related agreements for the lease of personal property having a value individually in excess of $50020,000; (ei) any agreement of indemnification or guaranty; (fj) any agreement, contract or commitment agreement containing any covenant limiting in any respect the right freedom of Zap Santa Xxxx the Company to engage in any line of business or to compete with any person or granting any exclusive distribution rightsentity; (gk) any agreement relating to the purchase of materials or capital expenditures and involving future payments in excess of $50020,000; (hl) any agreement relating to the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary and usual course of the Company’s business; (m) any mortgages, indentures, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money by the Company or extension of creditcredit to the Company; (in) any purchase order or contract for the purchase of raw materials involving $500 20,000 or more in total paymentsmore; (jo) any agreement concerning confidentiality pursuant to which the Company has incurred confidentiality obligations; (p) any construction contracts; (kq) any dealer, distribution, joint marketing (excluding joint marketing agreements: (i) involving financial obligations or liabilities to the Company; or (ii) that do not involve rights to sell Company Products to end-usersincluding any pilot program), development, content provider, destination site or merchant agreement; (lr) 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, including any agreements which provide for source code escrow arrangements; (s) 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; 18 (t) any agreement pursuant to which the Company has advanced or loaned any amount to any shareholder stockholder of the Company or any director, officer, employee employee, or consultant; (m) any settlement agreement entered into since consultant other than business travel or vacation leave advances in the Company's initial incorporationordinary course of business consistent with past practice; or (nu) to the extent not reported on the Company Balance Sheet, any other agreement that involves $500 in total payment 20,000 or more or is not cancelable without penalty within thirty (30) days. Zap Santa Xxxx The Company has not, and has not in any material respect, breached, violated or defaulted under, or received notice that it has, has breached, violated or defaulted under, any of the material terms or conditions of any agreement, contract or commitment required to be set forth on any Company Schedule 2.14relating to the representations and warranties set forth in Section 2.14 or on Schedule 2.16 (any such agreement, contract or commitment, a “Contract”). Each Contract is in full force and effect and is not subject to any default under such Contract by any party obligated to the Company pursuant to the Contract. The Company has no present or future obligations to America Online, Inc. (“AOL”) under a certain letter agreement, dated April 19, 2000 and addressed from AOL to Xxxxx Xxxxxx (the “Letter Agreement”), including, without limitation, any obligation to provide AOL most favored nation (or any other type of) pricing or terms on any present or future Company product or service. Notwithstanding the foregoing, in the event that AOL asserts any rights or obligations under the Letter Agreement, the Company shall not be deemed to have breached any of the representations and warranties set forth in the immediately preceding sentence unless (1) Parent and the Surviving Corporation notify the Securityholder Agent of such assertion by AOL as soon as practicable after such assertion, (2) the Company Stockholders, through the Securityholder Agent, are allowed, at their sole discretion and expense to contest and assume the defens e against such assertion and (3) AOL prevails in the assertion of such right or obligation. The Company is in compliance in all material respects with all the terms, conditions and limitations of each version of the “RealSystem G2 SDK Agreement” agreed to by the Company through its acceptance of “clickwrap licenses” no earlier than March of 2000.

Agreements, Contracts and Commitments. (a) Except as set forth in on Schedule 2.142.15(a), Zap Santa Xxxx the Company does not have, is not currently a party to nor is it currently bound by: (ai) any employment or consulting agreement, contract or commitment with any officer, director, employee or member of the Zap Santa Cruz's Board of Directors, other than those that are terminable by Zap Santa Xxxx at will;collective bargaining agreements, (bii) 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;, (civ) any employment or consulting agreement with an employee or individual consultant or salesperson or consulting or sales agreement with a firm or other organization, (v) any agreement or planplan (other than the Option Plan), including, without limitation, any stock option plan, stock appreciation rights plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement;, (dvi) any fidelity or surety bond or completion bond, (vii) any lease of personal property having a value individually in excess of $500;5,000, (eviii) any agreement of indemnification or guaranty;, (f) any agreement, contract or commitment containing any covenant limiting in any respect the right of Zap Santa Xxxx to engage in any line of business or to compete with any person or granting any exclusive distribution rights; (gix) any agreement relating to capital expenditures and involving future payments in excess of $500;5,000, (hx) any agreement relating to the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course of the Company's business, (xi) any mortgages, indentures, 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, (ixii) any purchase order or contract for the purchase of raw materials involving $500 10,000 or more in total payments;more, (jxiii) any construction contracts;, (kxiv) any dealer, distribution, joint marketing (excluding joint marketing agreements: (i) involving financial obligations or liabilities to the Company; or (ii) that do not involve rights to sell Company Products to end-users), development, content provider, destination site or merchant development agreement;, (lxv) any agreement pursuant to which the Company has advanced or loaned any amount granted to any shareholder of the Company party a license or any director, officer, employee option or consultant; other right to use or acquire (mincluding contingent rights) any settlement agreement entered into since source-code developed by the Company's initial incorporation; , or (nxvi) any other agreement that involves $500 in total payment 20,000 or more or is not cancelable without penalty within thirty (30) days. Zap Santa Xxxx has . (b) Except for such alleged breaches, violations and defaults, and events that would constitute a breach, violation or default with the lapse of time, giving of notice, or both, as are all noted in Schedule 2.15(b) or as would not, and would not be reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect on the Company, the Company has not breached, violated or defaulted under, or received notice that it has, has breached, violated or defaulted under, any of the terms or conditions of any agreement, contract or commitment required to be set forth on Schedule 2.142.15(a) or Schedule 2.14(b) (any such agreement, contract or commitment, a "Contract"). Each -------- Contract is in full force and effect and, except as otherwise disclosed in Schedule 2.15(b), is not subject to any default thereunder of which the Company has knowledge by any party obligated to the Company pursuant thereto.

Agreements, Contracts and Commitments. Except as set forth in on Schedule 2.142.12(a), Zap Santa Xxxx the Company does not have, is not currently a party to nor is it currently bound by: (ai) any collective bargaining agreements. (ii) any agreements or arrangements that contain any severance pay or post-employment liabilities or consulting agreement, contract or commitment with any officer, director, employee or member of the Zap Santa Cruz's Board of Directors, other than those that are terminable by Zap Santa Xxxx at willobligations; (biii) any bonus, deferred compensation, pension, profit sharing or retirement plans, or any other employee benefit plans or arrangements; (civ) any employment or consulting agreement, contract or commitment (other than an oral offer of employment as an employee at will) with an employee or individual consultant or salesperson or any consulting or sales agreement, contract or commitment under which any firm or other organization provides services to the Company. (v) any agreement or plan, including, without limitation, any stock option plan, stock appreciation rights plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (dvi) any fidelity or surety bond or completion bond; (vii) any lease of personal property having a value individually in excess of $500100,000; (eviii) any agreement of indemnification or guaranty; (fix) any agreement, contract or commitment containing any covenant limiting in any respect the right freedom of Zap Santa Xxxx the Company to engage in any line of business or to compete with any person or granting any exclusive distribution rightsperson; (gx) any agreement agreement, contract or commitment relating to capital expenditures and involving future payments in excess of $500100,000; (hxi) any agreement, contract or commitment relating to the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course of the Company's business; (xii) any mortgages, indentures, loans or credit agreements, security agreements or other agreements arrangements or instruments relating to the borrowing of money or extension of credit, including guaranties referred to in clause (viii) hereof; (ixiii) any purchase order or contract for the purchase of raw materials involving $500 100,000 or more in total paymentsmore; (jxiv) any construction contracts; (kxv) any dealer, distribution, joint marketing (excluding joint marketing agreements: (i) involving financial obligations or liabilities to the Company; or (ii) that do not involve rights to sell Company Products to end-users), development, content provider, destination site or merchant development agreement; (lxvi) any agreement pursuant to which the Company has advanced granted or loaned any amount may grant in the future, to any shareholder of the Company party, a source-code license or any directoroption or other right to use or acquire source-code, officer, employee or consultant;or, (m) any settlement agreement entered into since the Company's initial incorporation; or (nxvii) any other agreement agreement, contract or commitment that involves future obligations of or payments to the Company of $500 in total payment 100,000 or more or is not cancelable without penalty within thirty (30) daysmore. Zap Santa Xxxx has notExcept for such alleged breaches, violations and defaults, and events that would constitute a 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 materially breached, violated or defaulted under, or received notice that it has, has breached, violated or defaulted under, any of the terms or conditions of any agreement, contract or commitment required to be set forth on Schedule 2.142.12(a) or Schedule 2.11(b) (any such agreement, contract or commitment, a "Contract"). 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 any party obligated to the Company pursuant thereto.

Agreements, Contracts and Commitments. Except as set forth in Schedule 2.14(a) As of the date hereof, Zap Santa Xxxx the Company does not have, is not currently a party to nor is it currently bound by: (ai) any employment or consulting agreement, contract or commitment with any officer, director, employee or member of the Zap Santa Cruz's Board of Directors, other than those that are terminable by Zap Santa Xxxx at will;collective bargaining agreements, (bii) 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;, (civ) any employment or consulting agreement, contract or commitment with an employee or individual consultant or salesperson or any consulting or sales agreement, contract or commitment under which any firm or other organization provides services to the Company, (v) any agreement or plan, including, without limitation, any stock option plan, stock appreciation rights plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement;, (dvi) any fidelity or surety bond or completion bond, (vii) any lease of personal or real property having a value individually in excess of $500;15,000, (eviii) any agreement of indemnification or guaranty;, (fix) any agreement, contract or commitment containing any covenant limiting in any respect the right freedom of Zap Santa Xxxx the Company to engage in any line of business or to compete with any person or granting any exclusive distribution rights;person, (gx) any agreement agreement, contract or commitment relating to capital expenditures and or involving future payments in excess of $500;25,000, (hxi) any agreement, contract or commitment relating to the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course of the Company's business, (xii) any mortgages, indentures, 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, (ixiii) any purchase order or contract for the purchase of raw materials involving $500 25,000 or more in total payments;more, (jxiv) any construction contracts, (xv) 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 products, technologies or services; (kxvi) any dealer, distribution, joint marketing (excluding joint marketing agreements: (i) involving financial obligations or liabilities to the Company; or (ii) that do not involve rights to sell Company Products to end-users), development, content provider, destination site or merchant development agreement;, (lxvii) any agreement pursuant to which the Company has advanced granted or loaned any amount may grant in the future, to any shareholder of party, a source-code license or option or other right to use or acquire source-code, (xviii) any agreement pursuant to which the Company has developed and/or delivered or has received funds from any directorGovernmental Entity to develop and/or deliver any Intellectual Property, officer, employee or consultant; (m) any settlement agreement entered into since the Company's initial incorporation; or (nxix) any other agreement agreement, contract or commitment that involves $500 in total payment 25,000 or more or is not cancelable without penalty within thirty (30) days. Zap Santa Xxxx has not, and . (b) The Company has not breached, violated or defaulted under, or received notice that it has, has breached, violated or defaulted under, any of the terms or conditions of any agreement, contract or commitment required to be set forth on Schedule 2.14Part 2.12(a) of the Company Disclosure Letter or Part 2.11(g) of the Company Disclosure Letter (any such agreement, contract or commitment, a "Contract"). Each Contract is in full force and effect and is not subject to any default thereunder of which the Company has Knowledge by any party obligated to the Company pursuant thereto.

Agreements, Contracts and Commitments. Except as set forth in on Schedule 2.142.12(a), Zap Santa Xxxx the Company does not have, is not currently a party to nor is it currently bound by: (ai) any employment or consulting agreement, contract or commitment with any officer, director, employee or member of the Zap Santa Cruz's Board of Directors, other than those that are terminable by Zap Santa Xxxx at will;collective bargaining agreements, (bii) 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;, (civ) any employment or consulting agreement, contract or commitment with an employee or individual consultant or salesperson or consulting or sales agreement, contract or commitment with a firm or other organization, (v) any agreement or plan, including, without limitation, any stock option plan, stock appreciation rights plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement;, (dvi) any fidelity or surety bond or completion bond, (vii) any lease of personal property having a value individually in excess of $500;25,000, (eviii) any agreement of indemnification or guaranty;, (fix) any agreement, contract or commitment containing any covenant limiting in any respect the right of Zap Santa Xxxx to engage in any line of business or to compete with any person or granting any exclusive distribution rights; (g) any agreement relating to capital expenditures and involving future payments in excess of $500;25,000, (hx) any agreement, contract or commitment relating to the disposition (xi) any mortgages, indentures, 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, (ixii) any purchase order or contract for the purchase of raw materials involving $500 25,000 or more other than purchases in total payments;the ordinary course of business, (jxiii) any construction contracts;, (kxiv) any dealer, distribution, joint marketing (excluding joint marketing agreements: (i) involving financial obligations or liabilities to the Company; or (ii) that do not involve rights to sell Company Products to end-users)development agreement, development, content provider, destination site or merchant agreement; (l) 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; (m) any settlement agreement entered into since the Company's initial incorporation; or (nxv) any other agreement agreement, contract or commitment that involves $500 in total payment 25,000 or more or is not cancelable without penalty within thirty (30) days. (a) (any such agreement, contract or commitment, a "CONTRACT"). Zap Santa Xxxx has not, and has not received notice that it has, breached, violated or defaulted under, any of the terms or conditions of any Each agreement, contract or commitment required to be set forth in any of the Company Schedules is in full force and effect and, except as otherwise disclosed in Schedule 2.12(b), is not subject to any default thereunder of which the Company or Founder 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 (other than the agreement identified on Schedule 2.142.4(3)) as are required in connection with the Merger except those that, if not obtained after best efforts, would not individually or in the aggregate be material to the Company or have a material adverse effect on the ability of the Company to consummate the Merger.

Agreements, Contracts and Commitments. (a) Except as set forth in Schedule 2.14Exhibit C, Zap Santa Xxxx the Company does not have, or is --------- not currently a party bound by (other than pursuant to nor is it currently bound by:applicable law): (ai) any employment or consulting collective bargaining agreement, contract or commitment with any officer, director, employee or member of the Zap Santa Cruz's Board of Directors, other than those that are terminable by Zap Santa Xxxx at will;, (bii) 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;, (civ) any employment or consulting agreement, contract or commitment with an employee or individual consultant or salesperson or consulting or sales agreement, contract or commitment with a firm or other organization, (v) any agreement or plan, including, without limitation, any stock option plan, stock appreciation rights plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement;, (dvi) any fidelity or surety bond or completion bond, (vii) any lease of personal property having a value individually in excess of $500;25,000, (eviii) any agreement of indemnification or guaranty;, other than as set forth in agreements listed in Exhibit C, --------- (fix) any agreement, contract or commitment containing any covenant limiting in any respect the right freedom of Zap Santa Xxxx the Company to engage in any line of business or to compete with any person or granting any exclusive distribution rights;person, (gx) any agreement agreement, contract or commitment relating to capital expenditures and involving future payments in excess of $500;25,000, (hxi) any agreement, contract or commitment relating to the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course of the Company's business, (xii) any mortgages, indentures, 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, (ixiii) any purchase order or contract for the purchase of materials involving $500 25,000 or more in total payments;more, (jxiv) any construction contracts;, (kxv) any dealer, distribution, joint marketing (excluding joint marketing agreements: (i) involving financial obligations or liabilities to the Company; or (ii) that do not involve rights to sell Company Products to end-users)development agreement, development, content provider, destination site or merchant agreement; (l) 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; (m) any settlement agreement entered into since the Company's initial incorporation; or (nxvi) any other agreement agreement, contract or commitment that involves $500 in total payment 25,000 or more or is not cancelable without penalty within thirty (30) days. Zap Santa Xxxx has not, and . (b) The Company has not breached, violated or defaulted under, or received notice that it has, has breached, violated or defaulted under, any of the terms or conditions of any agreement, contract contract, license or commitment to which it is a party, by which it benefits or by which it is bound (any such agreement, contract, license or commitment, a "Contract"), nor does the Company or any -------- Principal Shareholder know 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, except as otherwise disclosed in Exhibit C, is not, to the knowledge of the Company or any Principal Shareholder, --------- subject to any default thereunder by any party obligated to the Company pursuant thereto. The Company has obtained, or will obtain prior to the Closing Date, all necessary consents, waivers and approvals of parties to any Contract as are required to be set forth on Schedule 2.14thereunder in connection with the Merger so that all such Contracts will remain in effect without modification after the Closing.

Agreements, Contracts and Commitments. (a) Except as set forth in on Schedule 2.142.12(a), Zap Santa Xxxx the Company does not have, is not currently a party to nor is it currently bound by: (ai) any employment or consulting agreement, contract or commitment with any officer, director, employee or member of the Zap Santa Cruz's Board of Directors, other than those that are terminable by Zap Santa Xxxx at will;collective bargaining agreements, (bii) 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 em ployee benefit plans or arrangements;, (civ) any employment or consulting agreement with an employee or individual consultant or salesperson or consulting or sales agreement with a firm or other organization, (v) any agreement or plan, including, without limitation, any stock option plan, stock appreciation rights plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement;, (dvi) any fidelity or surety bond or completion bond, (vii) any lease of personal property having a value individually in excess of $500;15,000, (eviii) any agreement of indemnification or guaranty;, (fix) any agreement, contract or commitment agreement containing any covenant limiting in any respect the right freedom of Zap Santa Xxxx the Company or its present and future affiliated entities to engage in any line of business or to compete with any person or granting any exclusive distribution rights;person, (gx) any agreement relating to capital expenditures and involving future payments in excess of $500;15,000, (hxi) any agreement relating to the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course of the Company's business, (xii) any mortgages, indentures, 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, (ixiii) any purchase order or contract for the purchase of raw materials involving $500 5,000 or more in total payments;more, (jxiv) any construction contracts;, (kxv) any dealer, distribution, joint marketing (excluding joint marketing agreements: (i) involving financial obligations or liabilities to the Company; or (ii) that do not involve rights to sell Company Products to end-users), development, content provider, destination site or merchant development agreement;, (lxvi) any agreement pursuant to which the Company has advanced granted or loaned any amount may grant in the future, to any shareholder of the Company party a source-code license or any directoroption or other right to use or acquire source-code, officer, employee or consultant; (m) any settlement agreement entered into since the Company's initial incorporation; or (nxvii) any other agreement that involves $500 in total payment 5,000 or more or is not cancelable without penalty within thirty (30) days. Zap Santa Xxxx has not. (b) Except for such alleged breaches, violations and defaults, and events that would constitute a 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, has breached, violated or defaulted under, any of the terms or conditions of any agreement, contract or commitment required to be set forth on Schedule 2.142.12(a) or Schedule 2.11(g) (any such agreement, contract or commitment, a "Contract"). Each Contract is in full force and effect and, except as otherwise -------- disclosed in Schedule 2.12(b), is not subject to any default thereunder of which the Company has knowledge by any party obligated to the Company pursuant thereto. The Company has delivered to Parent or its counsel true and complete copies of each Contract, and any other agreement or document referenced in the Company Schedules or requested by Parent or its counsel. (c) The Company has performed all services required to be performed and has delivered all required deliverables under the terms of that certain Joint Development Agreement (the "Development Agreement") between the Company --------------------- and Avnet dated August 1, 1998, and (ii) Avnet has paid or has been invoiced for all amounts required to be paid under the terms of the Development Agreement, and neither the Company, Xxxxxxx or Xxxxxxxx has any reason to believe that any such invoiced amounts will not be paid.

Agreements, Contracts and Commitments. Except as set forth in on Company Schedule 2.142.12(a), Zap Santa Xxxx the Company does not have, is not currently a party to nor is it currently bound by: (ai) any employment or consulting agreement, contract or commitment with any officer, director, employee or member of the Zap Santa Cruz's Board of Directors, other than those that are terminable by Zap Santa Xxxx at will;collective bargaining agreements, (bii) 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;, (civ) any employment or consulting agreement, contract or commitment with an employee or individual consultant or salesperson or any consulting or sales agreement, contract or commitment under which any firm or other organization provides services to the Company, (v) any agreement or plan, including, without limitation, any stock option plan, stock appreciation rights plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement;, (dvi) any fidelity or surety bond or completion bond, (vii) any lease of personal property having a value individually in excess of $500;25,000, (eviii) any agreement of indemnification or guaranty;, (fix) any agreement, contract or commitment containing any covenant limiting in any respect the right of Zap Santa Xxxx to engage in any line of business or to compete with any person or granting any exclusive distribution rights; (g) any agreement relating to capital expenditures and involving future payments in excess of $500;25,000, (hx) any agreement, contract or commitment relating to the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course of the Company's business, (xi) any mortgages, indentures, 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, (ixii) any executory purchase order or contract for the purchase of raw materials involving $500 25,000 or more in total payments;more, (jxiii) any construction contracts;, (kxiv) any dealer, distribution, joint marketing (excluding joint marketing agreements: (i) involving financial obligations or liabilities to the Company; or (ii) that do not involve rights to sell Company Products to end-users), development, content provider, destination site or merchant development agreement;, (lxv) any agreement pursuant to which the Company has advanced granted or loaned any amount may grant in the future, to any shareholder of the Company party, a source-code license or any directoroption or other right to use or acquire source-code, officer, employee or consultant; (m) any settlement agreement entered into since the Company's initial incorporation; or (nxvi) any other agreement agreement, contract or commitment that involves requires future payments by the Company of $500 in total payment 25,000 or more or and is not cancelable without penalty within thirty (30) days. Zap Santa Xxxx has notExcept for such alleged breaches, violations and defaults, and events that would constitute a breach, violation or default with the lapse of time, giving of notice, or both, as are all noted in Company Schedule 2.12(b), the Company has not breached, violated or defaulted under, or received notice that it has, has breached, violated or defaulted under, any of the terms or conditions of any agreement, contract or commitment required to be set forth on Company Schedule 2.142.12(a) or Company Schedule 2.11(b) (any such agreement, contract or commitment, a "CONTRACT"). Each Contract is in full force and effect and, except as otherwise disclosed in Company Schedule 2.12(b), is not subject to any default thereunder of which the Company has knowledge by any party obligated to the Company pursuant thereto.

Agreements, Contracts and Commitments. (a) Except as set forth in Schedule 2.14Section 2.11(a) of the Company Disclosure Schedule, Zap Santa Xxxx each of the Company and its subsidiaries does not have continuing obligations under, is not currently a party to nor is it currently bound by: (ai) any collective bargaining agreements, (ii) any agreements or arrangements that contain any severance pay, post-employment liabilities or consulting agreement, contract obligations or commitment with any officer, director, employee "golden parachute" provisions (or member similar provisions which provide for payment of consideration upon the completion of the Zap Santa Cruz's Board of Directors, other than those that are terminable by Zap Santa Xxxx at will;transactions contemplated herein), (biii) any bonus, deferred compensation, pension, profit sharing or retirement plans, or any other employee benefit plans or arrangements;, (civ) any employment or consulting agreement, contract or commitment with an employee or individual consultant or salesperson or consulting or sales agreement, contract or commitment with a firm or other organization, (v) any agreement or plan, including, without limitation, any stock option plan, stock appreciation rights plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or 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, (dvi) any fidelity or surety bond or completion bond, (vii) any lease of personal property having a value annual lease payments individually in excess of $500;25,000, (eviii) any agreement of indemnification indemnification, warranty or guaranty;guaranty other than in the ordinary course of business, (fix) any agreement, contract or commitment containing any covenant limiting in any respect the right freedom of Zap Santa Xxxx the Company to engage in any line of business or to compete with any person or granting any exclusive distribution rights;person, (gx) any agreement agreement, contract or commitment relating to capital expenditures and involving future payments in excess of $500;50,000, (hxi) any agreement, contract or commitment relating to the disposition or acquisition of material assets or any interest in any business enterprise outside the ordinary course of the Company's business or any subsidiary's business, (xii) any mortgages, indentures, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit;, (ixiii) any purchase order or contract involving $500 or more in total payments; (j) any construction contracts; (k) any dealer, distribution, joint marketing or development agreement, (excluding joint marketing agreements: (ixiv) involving financial obligations any agreement, contract or liabilities to commitment with any customer or vendor which, during the last two fiscal years of the Company; , accounted, or (ii) that do not involve rights is expected to sell Company Products to end-users), development, content provider, destination site or merchant agreement; (l) 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; (m) any settlement agreement entered into since account during the Company's initial incorporation; current fiscal year, for more than 5% of the Company's revenue or trade payables, as applicable or (nxv) any other agreement agreement, contract or commitment that involves $500 in total payment 25,000 or more or is not cancelable without penalty within thirty (30) days. Zap Santa Xxxx has not. (b) Except for any alleged breaches, violations and defaults, and events that would constitute a breach, violation or default with the lapse of time, giving of notice, or both, all as noted in Section 2.11(b) of the Company Disclosure Schedule, neither the Company nor any of its subsidiaries has not materially breached, violated or defaulted under, or received notice that it has, has breached, violated or defaulted under, any of the terms or conditions of any material agreement, contract or commitment required to be set forth on in Section 2.10 or Section 2.11(a) of the Company Disclosure Schedule 2.14(a "Company Contract"). Each Company ---------------- Contract is in full force and effect and, except as otherwise disclosed in Section 2.11(b) of the Company Disclosure Schedule, is not subject to any default thereunder of which the Company or any subsidiary is aware by any party obligated to the Company or any subsidiary pursuant thereto.

Agreements, Contracts and Commitments. Except as set forth in on ------------------------------------- Schedule 2.142.12, Zap Santa Xxxx the Company does not have, is not currently a party to nor is it currently bound by: (ai) any collective bargaining agreements. (ii) any agreements or arrangements that contain any severance pay or post-employment liabilities or consulting agreement, contract or commitment with any officer, director, employee or member of the Zap Santa Cruz's Board of Directors, other than those that are terminable by Zap Santa Xxxx at willobligations; (biii) any bonus, deferred compensation, pension, profit sharing or retirement plans, or any other employee benefit plans or arrangements; (civ) any employment or consulting agreement, contract or commitment with an employee or individual consultant or salesperson or any consulting or sales agreement, contract or commitment under which any firm or other organization provides services to the Company. (v) any agreement or plan, including, without limitation, any stock option plan, stock appreciation rights plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (dvi) any lease of personal property having a value individually in excess of $500fidelity or surety bond or completion bond; (evii) any agreement, contract or commitment under which it has limited or restricted its right to compete with any person in any respect; (viii) any agreement of indemnification or guaranty; (fix) any agreement, contract or commitment containing any covenant limiting in any respect the right freedom of Zap Santa Xxxx the Company to engage in any line of business or to compete with any person or granting any exclusive distribution rightsperson; (gx) any agreement agreement, contract or commitment relating to capital expenditures and involving future payments in excess of $50010,000; (hxi) any agreement, contract or commitment relating to the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course of the Company's business; (xii) any mortgages, indentures, loans or credit agreements, security agreements or other agreements arrangements or instruments relating to the borrowing of money or extension of credit, including guaranties referred to in clause (viii) hereof; (ixiii) any purchase order or contract for the purchase of raw materials involving $500 10,000 or more in total paymentsmore; (jxiv) any construction contracts; (k) any dealer, distribution, joint marketing (excluding joint marketing agreements: (i) involving financial obligations or liabilities to the Company; or (ii) that do not involve rights to sell Company Products to end-users), development, content provider, destination site or merchant development agreement; (lxv) any assignment, license or other agreement pursuant to which the Company has advanced or loaned any amount with respect to any shareholder form of the Company or any directorintangible property, officer, employee or consultant;or, (m) any settlement agreement entered into since the Company's initial incorporation; or (nxvi) any other agreement agreement, contract or commitment that involves $500 in total payment 10,000 or more or is not cancelable without penalty within thirty (30) days. Zap Santa Xxxx has notExcept for such alleged breaches, violations and defaults, and events that would constitute a breach, violation or default with the lapse of time, giving of notice, or both, all of which are noted in Schedule 2.12, the Company has not breached, violated or defaulted under, or received notice that it has, has breached, violated or defaulted under, any of the terms or conditions of any agreement, contract or commitment required to be set forth on Schedule 2.142.12, Schedule 2.11(a) or Schedule 2.11(b) (any such agreement, contract or commitment, a "Contract"). Each Contract is in full force and effect and, except as otherwise disclosed in Schedule 2.12, is not subject to any default thereunder of which the Company has knowledge by any party obligated to the Company pursuant thereto.

Agreements, Contracts and Commitments. (a) Except as set forth in on Schedule 2.142.12(a), Zap Santa Xxxx the Company does not have, is not currently a party to nor is it currently bound by: (ai) any employment or consulting agreement, contract or commitment with any officer, director, employee or member of the Zap Santa Cruz's Board of Directors, other than those that are terminable by Zap Santa Xxxx at will;collective bargaining agreements, (bii) 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;, (civ) any employment or consulting agreement, contract or commitment with an employee or individual consultant or salesperson or consulting or sales agreement, contract or commitment with a firm or other organization, (v) any agreement or plan, including, without limitation, any stock option plan, stock appreciation rights plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement;, (dvi) any fidelity or surety bond or completion bond, (vii) any lease of personal property having a value individually in excess of $500;10,000, (eviii) any agreement of indemnification or guaranty;, (fix) any agreement, contract or commitment containing any covenant limiting in any respect the right freedom of Zap Santa Xxxx the Company to engage in any line of business or to compete with any person or granting any exclusive distribution rights;person, (gx) any agreement agreement, contract or commitment relating to capital expenditures and involving future payments in excess of $500;10,000, (hxi) any agreement, contract or commitment relating to the disposition or acquisition of assets or any interest in any business enterprise, (xii) any mortgages, indentures, 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, (ixiii) any purchase order or contract for the purchase of raw materials involving $500 10,000 or more other than purchases in total payments;the ordinary course of business, (jxiv) any construction contracts;, (kxv) any dealer, distribution, joint marketing (excluding joint marketing agreements: (i) involving financial obligations or liabilities to the Company; or (ii) that do not involve rights to sell Company Products to end-users)development agreement, development, content provider, destination site or merchant agreement; (l) 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; (m) any settlement agreement entered into since the Company's initial incorporation; or (nxvi) any other agreement agreement, contract or commitment that involves $500 in total payment 20,000 or more or is not cancelable without penalty within thirty (30) days. Zap Santa Xxxx has not. (b) Except for such alleged breaches, violations and defaults, and events that would constitute a breach, violation or default with the lapse of time, giving of notice, or both, all as noted in Schedule 2.12(b), the Company has not breached, violated or defaulted under, or received notice that it has, has breached, violated or defaulted under, any of the terms or conditions of any agreement, contract or commitment required to be which it is a party or by which it is bound (any such agreement, contract or commitment, a "Contract"). Each Contract set forth on in any of the Company Schedules is in full force and effect and, except as otherwise disclosed in Schedule 2.142.12(b), is not subject to any default 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 Closing, all necessary consents, waivers and approvals of parties to any Contract as are required in connection with the Acquisition.

Agreements, Contracts and Commitments. Except as set forth in Schedule 2.14(a) As of the date of this Agreement, Zap Santa Xxxx the Company does not have, is not currently a party to nor is it currently bound by: (ai) any collective bargaining agreements, (ii) any agreements or arrangements that contain any severance pay, (iii) any employment or consulting agreement, contract or commitment (excluding "at will" employment relationships) with any officer, director, an employee or member of individual consultant or salesperson or any consulting or sales agreement, contract or commitment under which any firm or other organization provides material services to the Zap Santa Cruz's Board of Directors, other than those that are terminable by Zap Santa Xxxx at will;Company, (biv) any bonus, deferred compensation, pension, profit sharing fidelity or retirement plans, surety bond or any other employee benefit plans or arrangements;completion bond, (c) any agreement or plan, including, without limitation, any stock option plan, stock appreciation rights plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement; (dv) any lease of personal property having a value individually in excess of $500;100,000, (evi) any agreement of indemnification or guaranty;, (fvii) any agreement, contract or commitment containing any covenant limiting in any respect the right of Zap Santa Xxxx to engage in any line of business or to compete with any person or granting any exclusive distribution rights; (g) any agreement relating to capital expenditures and involving future payments in excess of $500;100,000, (hviii) any agreement, contract or commitment relating to the disposition or acquisition by the Company of material assets or any interest in any business enterprise outside the ordinary course of the Company's business, (ix) any mortgages, indentures, 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, other than advances to employees for travel and business expenses in the ordinary course of business consistent with past practices, (ix) any purchase order or contract for the purchase of raw materials involving $500 100,000 or more in total payments;more, (jxi) any construction contracts;, (kxii) any dealer, distribution, joint marketing (excluding joint marketing agreements: (i) involving financial obligations or liabilities to the Company; or (ii) that do not involve rights to sell Company Products to end-users), development, content provider, destination site or merchant development agreement;, (lxiii) any agreement pursuant to which the Company has advanced granted or loaned any amount may grant in the future, to any shareholder of the Company party, a source-code license or any directoroption or other right to use or acquire source-code, officer, employee or consultant; (m) any settlement agreement entered into since the Company's initial incorporation; or (nxiv) any other agreement agreement, contract or commitment that involves $500 in total payment 100,000 or more or is not cancelable without penalty within thirty sixty (3060) days. Zap Santa Xxxx has notdays excluding orders for products received by the Company in the ordinary course of business; or (xv) any agreement, contract or commitment containing any covenant limiting the freedom of the Company to engage in any line of business or to compete with any person, excluding any limitations expressed in the grant to the Company of any Intellectual Property and has grants of exclusive territory in overseas distribution agreements (b) The Company is not in material breach, violation or default under, or received notice that it hasis in breach, breachedviolation or default (except for notices relating to breaches, violated violations or defaulted defaults that have been cured or corrected in all respects) under, any of the terms or conditions of any agreement, contract or commitment required to be set forth on Schedule 2.142.12(a) or Schedule 2.11(b), (each such agreement, contract or commitment a "CONTRACT"). Each Contract is in full force and effect and, except as otherwise disclosed in Schedule 2.12(b), is not subject to any default thereunder by any party obligated to the Company pursuant thereto.

Agreements, Contracts and Commitments. (a) Section 2.12(a) of the Company Schedule sets forth all contracts that are material to the business or operations of the Company (including its subsidiaries) (collectively, the “Material Contracts”). The Company is not required to list in Section 2.12(a) of the Company Schedule any Contract listed in Section 2.11(n) of the Company Schedule. Except as set forth in Schedule 2.14Section 2.12(a) of the Company Schedule, Zap Santa Xxxx the Company does not have, is not currently a party to nor is it currently bound by: (ai) any employment fidelity or consulting agreement, contract surety bond or commitment with any officer, director, employee or member of the Zap Santa Cruz's Board of Directors, other than those that are terminable by Zap Santa Xxxx at willcompletion bond; (b) any bonus, deferred compensation, pension, profit sharing or retirement plans, or any other employee benefit plans or arrangements; (c) any agreement or plan, including, without limitation, any stock option plan, stock appreciation rights plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement; (dii) any lease of real or personal property having a value individually involving future payments in excess of $50025,000, other than as set forth in Section 2.10(a) of the Company Schedule; (eiii) any agreement of indemnification indemnification, warranty, guaranty or guarantysuretyship or otherwise obligating the Company or any subsidiary to assume or incur any obligation or liability of a third party not listed on Section 2.11(o) of the Company Schedule; (fiv) any agreement, contract or commitment containing any covenant limiting in any respect the right freedom of Zap Santa Xxxx the Company to engage in any line of business or to compete with any person or granting any exclusive distribution rightsperson; (gv) any agreement agreement, contract or commitment relating to capital expenditures and or involving future payments in excess of $50020,000 in any single year or in any specific circumstance; (hvi) any mortgagesagreement, indenturesarrangement, loans right, contract or commitment relating to the disposition or acquisition of assets, properties or any interest in any business enterprise, in each case outside of the ordinary course of the Company’s business; (vii) any mortgage, indenture, loan or credit agreementsagreement, security agreements agreement or other agreements agreement or instruments instrument relating to the borrowing of money or extension of creditcredit other than the CapitalSource Debt, including guaranties or instruments of surety referred to in subparagraph (i) above; (iviii) any purchase order or contract for the purchase of raw materials or the provision of services involving $500 20,000 or more more, other than purchases in total paymentsthe ordinary course of business; (jix) any construction contracts; (kx) any dealer, distribution, joint marketing (excluding marketing, licensing or joint marketing agreements: (i) involving financial obligations or liabilities development agreement other than sales agreements with customers of the Company entered into in the ordinary course of business on the Company’s standard form sales agreement as provided to Parent prior to the Company; or (ii) that do not involve rights to sell Company Products to end-users), development, content provider, destination site or merchant agreementdate hereof; (lxi) any agreement pursuant to which the Company has advanced consulting agreement, contract or loaned any amount to any shareholder commitment with an individual consultant or salesperson or consulting or sales agreement, contract or commitment with a firm or other organization, other than sales agreements with customers of the Company or any director, officer, employee or consultant; (m) any settlement agreement entered into since in the ordinary course of business on the Company's initial incorporation’s standard form sales agreement as provided to Parent prior to the date hereof; or (nxii) any other agreement agreement, contract or commitment that involves or could result in aggregate payments to or by the Company of $500 in total payment 25,000 or more or is not cancelable by the Company without penalty within thirty (30) days. Zap Santa Xxxx . (b) None of the Company or any of its subsidiaries has notmaterially breached, and has not violated or defaulted under, or received written notice that it has, has breached, violated or defaulted under, any of the terms or conditions of any agreement, contract contract, license or commitment to which it is a party or by which it or its assets or properties are or may be bound (any such agreement, contract, license 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. Section 2.12(b) of the Company Schedule sets forth a list of any Contract listed on Section 2.12(a), 2.11(n) or 2.10 or other material Contract that requires 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. The Company has obtained, or will use all commercially reasonable efforts to obtain prior to the Effective Time, all necessary consents, waivers and approvals of parties to any Contract (including the Material Contracts) as are required to be set forth on Schedule 2.14obtain in connection with the Merger and the other transactions contemplated hereby and by the Ancillary Agreements in order to avoid any conflict with, any violation of, or default under (with or without notice or lapse of time, or both), or to avoid giving rise to any right of termination, cancellation or acceleration of any obligation or loss of any benefit under, any Contract (the “Requisite Consents”).

Agreements, Contracts and Commitments. Except as set forth in Schedule 2.14the SPC Schedules, Zap Santa Xxxx neither SPC nor any of its subsidiaries is not currently a party to nor or is it currently bound by: : (a) any employment or consulting agreement, contract or commitment with any officer, director, employee or member of the Zap Santa Cruz's Board of Directors, other than those that are terminable by Zap Santa Xxxx at will; collective bargaining agreements; (b) any bonus, deferred compensation, incentive compensation, pension, profit 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 level employee, not terminable by SPC or any of its subsidiaries on thirty days notice without liability, except to the extent general principles of wrongful termination law may limit SPC's or any of its subsidiaries, ability to terminate employees at will; (d) any agreement or plan, including, without limitation, any stock option plan, stock appreciation rights 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; (d) any lease of personal property having a value individually in excess of $500; ; (e) any agreement of indemnification or guaranty; guaranty not entered into in the ordinary course of business other than indemnification agreements between SPC or any of its subsidiaries and any of its officers or directors; (f) any agreement, contract or commitment containing any covenant limiting in the freedom of SPC or any respect the right of Zap Santa Xxxx its subsidiaries to engage in any line of business or to compete with any person or granting any exclusive distribution rights; person; (g) any agreement agreement, contract or commitment relating to capital expenditures and involving future payments obligations in excess of $50050,000 and not cancelable without penalty; (h) any agreement, contract or commitment currently in force relating to the disposition or acquisition of assets not in the ordinary course of business or any ownership interest in any corporation, partnership, joint venture or other business enterprise; (i) any mortgages, indentures, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit; (i) any purchase order or contract involving $500 or more in total payments; ; (j) any construction contracts; joint marketing or development agreement (excluding agreements with resellers, value added resellers or independent software vendors entered into in the ordinary course of business that do not permit such resellers or vendors to modify SPC's or any of its subsidiaries' software products); (k) any dealer, distribution, joint marketing distribution agreement (excluding joint marketing agreements: (i) involving financial obligations or liabilities to the Companyidentifying any that contain exclusivity provisions); or (ii) that do not involve rights to sell Company Products to end-users), development, content provider, destination site or merchant agreement; (l) any agreement pursuant to other agreement, contract or commitment (excluding real and personal property leases) which the Company has advanced or loaned any amount to any shareholder of the Company involve payment by SPC or any directorof its subsidiaries under any such agreement, officer, employee contract or consultant; (m) any settlement agreement entered into since the Company's initial incorporation; or (n) any other agreement that involves commitment of $500 in total payment 50,000 or more or in the aggregate and is not cancelable without penalty within thirty (30) days. Zap Santa Xxxx Neither SPC nor any of its subsidiaries, nor to SPC's knowledge any other party to an SPC Contract (as defined below), has notbreached, and has not violated or defaulted under, or received notice that it has, breached, has breached violated or defaulted under, any of the material terms or conditions of any of the agreements, contracts or commitments to which SPC is a party or by which it is bound of the type described in clauses (a) through (l) above (any such agreement, contract or commitment required commitment, an "SPC Contract") in such a manner as would permit any other party to be set forth cancel or terminate any such SPC Contract, or would permit any other party to seek damages, which would have a Material Adverse Effect on Schedule 2.14SPC.

Agreements, Contracts and Commitments. Set forth in Section 2.16 of the HTI Disclosure Letter are a complete and correct list and summary description of all material contracts, agreements, orders, leases, licenses and other commitments (each a "HTI Contract") of HTI at the date of this Agreement. Except as set forth in Schedule 2.14the HTI Disclosure Letter, Zap Santa Xxxx HTI is not currently a party to nor is it currently bound by: (a) any employment or consulting agreement, contract or commitment with any officer, director, employee or member of the Zap Santa Cruz's Board of Directors, other than those that are terminable by Zap Santa Xxxx at willcollective bargaining agreements; (b) any bonus, deferred compensation, severance, incentive compensation, pension, profit sharing 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-level employee, or member of HTI's Board of Directors; (d) any agreement or plan, including, without limitation, any stock option plan, stock appreciation rights plan 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; (d) any lease of personal property having a value individually in excess of $500; (e) any agreement of indemnification or guarantyguaranty not entered into in the ordinary course of business other than indemnification agreements between HTI and any of its officers or directors; (f) any agreement, contract contract, or commitment containing any covenant limiting in any respect the right freedom of Zap Santa Xxxx HTI to engage in any line of business or to compete with any person or granting any exclusive distribution rightsperson; (g) any agreement agreement, contract, or commitment relating to capital expenditures and involving future payments obligations in excess of $50010,000 and not cancelable without penalty; (h) any agreement, contract, or commitment currently in force relating to the disposition or acquisition of assets not in the ordinary course of business or any ownership interest in any corporation, partnership, joint venture, or other business enterprise; (i) any mortgages, indentures, loans loans, or credit agreements, security agreements agreements, or other agreements or instruments relating to the borrowing of money or extension of credit; (i) any purchase order or contract involving $500 or more in total payments; (j) any construction contractsjoint marketing or development agreement (excluding agreements with resellers, value added resellers, or independent software vendors entered into in the ordinary course of business that do not permit such resellers or vendors to modify HTI's software products); (k) any dealer, distribution, joint marketing distribution agreement (excluding joint marketing agreements: (i) involving financial obligations or liabilities to the Companyidentifying any that contain exclusivity provisions); or (ii) that do not involve rights to sell Company Products to end-users), development, content provider, destination site or merchant agreement;or (l) any agreement pursuant to other agreement, contract, or commitment which the Company has advanced involves payment by HTI under any such agreement, contract or loaned any amount to any shareholder commitment of the Company or any director, officer, employee or consultant; (m) any settlement agreement entered into since the Company's initial incorporation; or (n) any other agreement that involves $500 in total payment 100,000 or more or individually and is not cancelable without penalty within thirty (30) days. Zap Santa Xxxx Neither HTI, nor to HTI's knowledge any other party to a HTI Contract, has notbreached, and has not violated, or defaulted under, or received notice that it has, has breached, violated violated, or defaulted under, any of the material terms or conditions of any agreementof such HTI Contracts in such a manner as would permit any other party to cancel or terminate any such HTI Contract, contract or commitment required would permit any other party to be set forth on Schedule 2.14seek damages.

Agreements, Contracts and Commitments. (a) Except as set forth in Schedule 2.14Exhibit C, Zap Santa Xxxx the Company does not have, or --------- is not currently a party to nor is it currently bound by: (ai) any employment or consulting collective bargaining agreement, contract or commitment with any officer, director, employee or member of the Zap Santa Cruz's Board of Directors, other than those that are terminable by Zap Santa Xxxx at will;, (bii) 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;, (civ) any employment or consulting agreement, contract or commitment with an employee or individual consultant or salesperson or consulting or sales agreement, contract or commitment with a firm or other organization, (v) any agreement or plan, including, without limitation, any stock option plan, stock appreciation rights plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement;, (dvi) any fidelity or surety bond or completion bond, (vii) any lease of personal property having a value individually involving future payments in excess of $500;25,000, (eviii) any agreement of indemnification or guaranty;, other than as set forth in agreements listed in Exhibit C, --------- (fix) any agreement, contract or commitment containing any covenant limiting in any respect the right freedom of Zap Santa Xxxx the Company to engage in any line of business or to compete with any person or granting any exclusive distribution rights;person, (gx) any agreement agreement, contract or commitment relating to capital expenditures and involving future payments in excess of $500;25,000, (hxi) any agreement, contract or commitment relating to the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course of the Company's business, (xii) any mortgages, indentures, 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, (ixiii) any purchase order or contract for the purchase of materials involving $500 25,000 or more in total payments;more, (jxiv) any construction contracts;, (kxv) any dealer, distribution, joint marketing (excluding joint marketing agreements: (i) involving financial obligations or liabilities to the Company; or (ii) that do not involve rights to sell Company Products to end-users)development agreement, development, content provider, destination site or merchant agreement; (l) 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; (m) any settlement agreement entered into since the Company's initial incorporation; or (nxvi) any other agreement agreement, contract or commitment that involves $500 in total payment 25,000 or more or is not cancelable without penalty within thirty (30) days. Zap Santa Xxxx has not, and The Company has not breached, violated or defaulted under, or received notice that it has, has breached, violated or defaulted under, any of the terms or conditions of any material agreement, contract contract, license or commitment to which it is a party, by which it benefits or by which it is bound (any such agreement, contract, license or commitment, a "Contract"), nor is the Company or any -------- Principal 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, except as otherwise disclosed in Exhibit C, is not subject to any default thereunder by any party obligated to --------- the Company pursuant thereto. The Company has obtained, or will obtain prior to the Closing Date, all necessary consents, waivers and approvals of parties to any Contract as are required to be set forth on Schedule 2.14thereunder in connection with the Merger so that all such Contracts will remain in effect without modification after the Closing.

Agreements, Contracts and Commitments. Except as set forth Other than those listed in Schedule 2.14Section 2A.12 of the Partnership Disclosure Schedule, Zap Santa Xxxx the Partnership does not have, is not currently a party to nor is it currently bound by: (a) any employment or consulting agreement, contract or commitment with any officer, director, employee or member of the Zap Santa Cruz's Board of Directors, other than those that are terminable by Zap Santa Xxxx at will;collective bargaining agreements, (b) any agreements that contain any unpaid severance liabilities or obligations, (c) any bonus, deferred compensation, incentive compensation, option, pension, profit profit-sharing or retirement plans, or any other employee benefit plans or arrangements; (c) any agreement or plan, including, without limitation, any stock option plan, stock appreciation rights plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement;, (d) any employment or consulting agreement, contract or commitment (other than employment letters) with an employee or individual consultant or salesperson or consulting or sales agreement, contract or commitment with a firm or other organization, not terminable by the Partnership on thirty days notice without liability, (e) any insurance policy, fidelity or surety bond or completion bond not listed in Section 2A.20 of the Partnership Disclosure Schedule, (f) any lease of personal property having a value individually in excess of $500;25,000, (eg) any agreement of indemnification or guaranty;guaranty not entered into in the ordinary course of business, (fh) any agreement, contract or commitment containing any covenant limiting in any respect the right freedom of Zap Santa Xxxx the Partnership to engage in any line of business or to compete with any person or granting any exclusive distribution rights;Person, (gi) any agreement agreement, contract or commitment relating to capital expenditures and involving future payments obligations in excess of $500;25,000, (hj) any agreement, contract or commitment relating to the disposition or acquisition of assets not in the ordinary course of business or any ownership interest in any corporation, partnership, joint venture or other business enterprise, (k) any mortgages, indentures, 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 (g) hereof, (il) any purchase order or contract for the purchase of raw materials or acquisition of assets involving $500 25,000 or more in total payments; (j) any construction contracts; (k) any dealer, distribution, joint marketing (excluding joint marketing agreements: (i) involving financial obligations single instance or liabilities to $100,000 or more in the Company; or (ii) that do not involve rights to sell Company Products to end-users), development, content provider, destination site or merchant agreement; (l) 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;aggregate, (m) any settlement agreement entered into since construction contracts involving $25,000 or more in any single instance or $100,000 or more in the Company's initial incorporation; oraggregate, (n) any distribution, joint marketing or development agreement, (o) any lease for switches or any other machinery, equipment or other personal property involving payment of aggregate rentals in excess of $25,000, (p) any contract pursuant to which the Partnership has access to the telephone network of another Person other than the Partnership's internal commercial telephone service and any contracts for the resale of any network capacity of the Partnership, (q) any agreement, contract, lease or easement pursuant to which the Partnership has the right of way to use any premises or real property to locate and/or install fiber lines on, under or through such premises or real property, (r) any agreement that or commitment obligating the Partnership to deliver any product or service at a price which does not cover the cost (including labor, materials and production overhead), plus a reasonable profit margin, for such product or service, (s) any joint venture, partnership or other cooperative arrangement or agreement involving a sharing or profits or losses, (t) any other agreement, contract or commitment which involves $500 in total payment 25,000 or more or and is not cancelable without penalty within thirty (30) days, or (u) any agreement which is otherwise material to the Partnership's business. Zap Santa Xxxx has not, and The Partnership has not breached, or received notice any claim or threat that it has, has breached, violated or defaulted under, any of the terms or conditions of any material agreement, contract or commitment to which it is bound (including, but not limited to, those set forth in Section 2A.12 or any other section of the Partnership Disclosure Schedule) in such manner as would permit any other party to cancel or terminate the same. Each agreement, contract or commitment to which the Partnership is a party and that is required to be set forth in the Partnership Disclosure Schedule is in full force and effect and, except as otherwise disclosed, is not subject to any material default thereunder by any party thereto. The Partnership is not bound by any material contract, agreement, license, lease or other commitment, a copy of which has not been previously provided or made available to IWL. The Partnership, after making an inquiry of all of its employees and Partners and their respective officers, directors, shareholders and appropriate employees, does not have any reason to expect that any change may occur in the relationships of the Partnership with its suppliers or customers as a result of the Interest Exchange, which change would have a Material Adverse Effect on Schedule 2.14the Partnership. No supplier of or customer of the Partnership has indicated within the past year that it will stop, or decrease the rate of supplying or purchasing materials, products, or services to or from the Partnership, as a result of the Mergers or the Interest Exchange. Except as described in Section 2A.4, no consents, waivers or approvals under any of the Partnership's material agreements, contacts, licenses or leases are necessary in order to preserve the benefits thereunder for the Surviving Corporation or otherwise to avoid any breach, default or right of termination or other right as a result of the Mergers or the Interest Exchange.

Agreements, Contracts and Commitments. Except as set forth in on Schedule 2.142.12(a), Zap Santa Xxxx Company does not have, is not currently a party to nor is it currently bound by: (ai) any employment or consulting agreement, contract or commitment with any officer, director, employee or member of the Zap Santa Cruz's Board of Directors, other than those that are terminable by Zap Santa Xxxx at will;collective bargaining agreements, (bii) 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;, (civ) any employment or consulting agreement, contract or commitment with an employee or individual consultant or salesperson or consulting or sales agreement, contract or commitment with a firm or other organization, (v) any agreement or plan, including, without limitation, any stock option plan, stock appreciation rights plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement;, (dvi) any fidelity or surety bond or completion bond, (vii) any lease of personal property having a value individually in excess of $500;15,000, (eviii) any agreement of indemnification or guaranty;, (fix) any agreement, contract or commitment containing any covenant limiting in any respect the right freedom of Zap Santa Xxxx Company to engage in any line of business or to compete with any person or granting any exclusive distribution rights;person, (gx) any agreement agreement, contract or commitment relating to capital expenditures and involving future payments in excess of $500;15,000, (hxi) any agreement, contract or commitment relating to the disposition or acquisition of material assets or any interest in any business enterprise outside the ordinary course of Company's business, (xii) any mortgages, indentures, 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, (ixiii) any purchase order or contract for the purchase of raw materials involving $500 15,000 or more other than purchases in total payments;the ordinary course of business, (jxiv) any construction contracts;, (kxv) any dealer, distribution, joint marketing (excluding joint marketing agreements: (i) involving financial obligations or liabilities to the Company; or (ii) that do not involve rights to sell Company Products to end-users)development agreement, development, content provider, destination site or merchant agreement; (l) 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; (m) any settlement agreement entered into since the Company's initial incorporation; or (nxvi) any other agreement agreement, contract or commitment that involves $500 in total payment 15,000 or more or and is not cancelable without penalty within thirty (30) days. (a) (any such agreement, contract or commitment, a "CONTRACT") except for breaches, violations or defaults that will not have a Material Adverse Effect. Zap Santa Xxxx has not, and has not received notice that it has, breached, violated or defaulted under, any of the terms or conditions of any Each agreement, contract or commitment required to be set forth on in any of Company Schedules is in full force and effect and, except as otherwise disclosed in Schedule 2.142.12(b), is not subject to any default thereunder of which Company has knowledge by any party obligated to Company pursuant thereto.

Agreements, Contracts and Commitments. Except as set forth in Section 2.17 of the Disclosure Schedule 2.14(specifying the appropriate paragraph), Zap Santa Xxxx neither the Company nor any of its Subsidiaries is not currently a party to to, nor is it currently bound by: (ai) any employment or consulting agreement, contract or commitment with any officer, director, an employee or member individual consultant or salesperson (other than “at will” employment agreements entered into in the ordinary course of business that do not provide for severance payments, a notice period upon termination, change of control payments, acceleration of obligations (including vesting of options or otherwise) or other benefits not disclosed in Section 2.24(b) of the Zap Santa Cruz's Board of DirectorsDisclosure Schedule), any agreement, contract or commitment to grant any severance or termination pay (in cash or otherwise) to any employee, or any consulting or sales agreement, contract, or commitment with a firm or other than those that are terminable by Zap Santa Xxxx at willorganization; (b) any bonus, deferred compensation, pension, profit sharing or retirement plans, or any other employee benefit plans or arrangements; (cii) any agreement or plan, including, without limitation, any stock option plan, stock appreciation rights plan or stock purchase planplan (A) relating to the sale, issuance, grant, exercise, award, purchase or redemption of any shares of Company Capital Stock or any other securities of the Company or any of its Subsidiaries or any options, warrants, convertible notes or other rights to purchase or otherwise acquire any such shares of stock, other securities or options, warrants, or other rights therefore, except for the Plan, or (B) 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; (diii) any fidelity or surety bond or completion bond; (iv) any lease of personal property having a value individually in excess of $50025,000 individually or $100,000 in the aggregate; (ev) any lease of real property; (vi) any agreement of indemnification or guarantyguaranty (except pursuant to End User Agreements); (fvii) any agreement of indemnification under any End User Agreement that could result in an indemnification payment by the Company or any of its Subsidiaries in excess of two (2) times the value of total payments to the Company or its Subsidiaries under such agreement; (viii) any agreement, contract or commitment containing any covenant limiting in any respect the right of Zap Santa Xxxx to engage in any line of business or to compete with any person or granting any exclusive distribution rights; (g) any agreement relating to capital expenditures and involving future payments in excess of $50025,000 individually or $100,000 in the aggregate; (hix) any agreement, contract or commitment relating to the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course of the Company’s business; (x) 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; (ixi) any purchase order or contract for the purchase of materials involving payments in excess of $500 10,000 individually or more $50,000 in total paymentsthe aggregate; (jxii) any construction contracts; (kxiii) any partnership, dealer, distribution, joint marketing (excluding marketing, joint marketing agreements: (i) involving financial obligations venture, strategic alliance, affiliate, development agreement or liabilities to the Company; or (ii) that do not involve rights to sell Company Products to end-users), development, content provider, destination site or merchant similar agreement; (lxiv) any agreement pursuant agreement, contract or commitment to alter the Company’s interest in any corporation, association, joint venture, partnership or business entity in which the Company has advanced directly or loaned indirectly holds any amount to interest; (xv) any shareholder sales representative, original equipment manufacturer, manufacturing, value added, remarketer, reseller, or independent software vendor, or other agreement for use or distribution of the products, technology or services of the Company or any director, officer, employee or consultantof its Subsidiaries; (mxvi) any Contract limiting in any respect the right of the Company or any of its Subsidiaries to engage or participate, or compete with any person, in any line of business, market or geographic area, or to make use of any Intellectual Property, or any Contract granting most favored nation pricing, exclusive sales, distribution, marketing or other exclusive rights, rights of first refusal, rights of first negotiation or similar rights or terms to any person, or any Contract otherwise limiting the right of the Company or any of its Subsidiaries to sell, distribute or manufacture any Company Product or to purchase or otherwise obtain any software, components, parts or services; (xvii) any Contract with any Governmental Entity (a “Government Contract”) or any material federal, state, county, local or foreign governmental consent, license, permit, grant, or other authorization of a Governmental Entity that is required for the operation in all material respects of the Company’s of any of its Subsidiaries’ business; (xviii) any settlement agreement entered into since the Company's initial incorporationor litigation “standstill” agreement; or (nxix) other than customer purchase orders arising in the ordinary course of business to the extent that the purchase or sale provided for therein has been performed in full on or prior to the date of this Agreement, any other agreement agreement, contract or commitment that involves payments in excess of $500 25,000 individually or $100,000 in total payment the aggregate or more or and is not cancelable without penalty within thirty 30 days. (30b) daysTrue and complete copies of each Contract disclosed in the Disclosure Schedule or required to be disclosed pursuant to this Section 2.17 (each a “Material Contract” and collectively, the “Material Contracts”) have been delivered to Parent. Zap Santa Xxxx has notEach Material Contract to which the Company or any of its Subsidiaries is a party or any of its properties or assets (whether tangible or intangible) is subject is a valid and binding agreement of the Company or its Subsidiary, enforceable against the Company or its Subsidiaries and, to the Knowledge of the Company, each other party thereto in accordance with its terms, and has is in full force and effect with respect to the Company or its Subsidiary. The Company and its Subsidiaries are in compliance with and have not breached, violated or defaulted under, or received written notice or notice via electronic mail that it has, has breached, violated or defaulted under, any of the terms or conditions of any agreementsuch Material Contract and, contract to the Company’s Knowledge, any other Contract. To the Company’s Knowledge, no party obligated to the Company pursuant to any such Material Contract has breached, violated or commitment defaulted under such Material Contract, or taken any action or failed to act, such that, with the lapse of time, giving of notice or both, such action or failure to act would constitute such a breach, violation or default under such Material Contract by any such other party. (c) The Company and each of its Subsidiaries have fulfilled all material obligations required pursuant to each Material Contract to have been performed by the Company or such Subsidiary prior to the date hereof, and to the Knowledge of the Company, without giving effect to the Merger, the Company will fulfill, when due, all of its obligations under the Material Contracts that remain to be set forth on Schedule 2.14performed after the date hereof. (d) To the Knowledge of the Company and its Subsidiaries, with respect to any Government Contract, there is, as of the date of this Agreement, no: (i) claim or request by a Governmental Entity for a contract price adjustment; (ii) dispute involving the Company or any of its Subsidiaries; or (iii) claim or equitable adjustment by the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has any material liability for renegotiation of Government Contracts.

Agreements, Contracts and Commitments. (a) Except as set forth in Schedule 2.14Exhibit C, Zap Santa Xxxx the Company does not have, or --------- is not currently a party to nor is it currently bound by: (ai) any employment or consulting collective bargaining agreement, contract or commitment with any officer, director, employee or member of the Zap Santa Cruz's Board of Directors, other than those that are terminable by Zap Santa Xxxx at will;, (bii) 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;, (civ) any employment or consulting agreement, contract or commitment with an employee or individual consultant or salesperson or consulting or sales agreement, contract or commitment with a firm or other organization, (v) any agreement or plan, including, without limitation, any stock option plan, stock appreciation rights plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement;, (dvi) any fidelity or surety bond or completion bond, (vii) any lease of personal property having a value individually in excess of $500;25,000, (eviii) any agreement of indemnification or guaranty;, other than as set forth in agreements listed in Exhibit C, ---------- (fix) any agreement, contract or commitment containing any covenant limiting in any respect the right freedom of Zap Santa Xxxx the Company to engage in any line of business or to compete with any person or granting any exclusive distribution rights;person, (gx) any agreement agreement, contract or commitment relating to capital expenditures and involving future payments in excess of $500;25,000, (hxi) any agreement, contract or commitment relating to the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course of the Company's business, (xii) any mortgages, indentures, 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, (ixiii) any purchase order or contract for the purchase of materials involving $500 25,000 or more in total payments;more, (jxiv) any construction contracts;, (kxv) any dealer, distribution, joint marketing (excluding joint marketing agreements: (i) involving financial obligations or liabilities to the Company; or (ii) that do not involve rights to sell Company Products to end-users)development agreement, development, content provider, destination site or merchant agreement; (l) 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; (m) any settlement agreement entered into since the Company's initial incorporation; or (nxvi) any other agreement agreement, contract or commitment that involves $500 in total payment 25,000 or more or is not cancelable without penalty within thirty (30) days. Zap Santa Xxxx has not, and . (b) The Company has not breached, violated or defaulted under, or received notice that it has, has breached, violated or defaulted under, any of the terms or conditions of any agreement, contract contract, license or commitment to which it is a party, by which it benefits or by which it is bound (any such agreement, contract, license or commitment, a "Contract"), nor is the Company or any -------- Principal 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, except as otherwise disclosed in Exhibit C, is not subject to any default thereunder by any party obligated to --------- the Company pursuant thereto. The Company has obtained, or will obtain prior to the Closing Date, all necessary consents, waivers and approvals of parties to any Contract as are required to be set forth on Schedule 2.14thereunder in connection with the Merger so that all such Contracts will remain in effect without modification after the Closing.

Agreements, Contracts and Commitments. (a) Except as set forth in on Schedule 2.142.12(a) , Zap Santa Xxxx the Company does not have, is not currently a party to nor is it currently bound by: (ai) any employment or consulting agreement, contract or commitment with any officer, director, employee or member of the Zap Santa Cruz's Board of Directors, other than those that are terminable by Zap Santa Xxxx at will;collective bargaining agreements, (bii) 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;, (civ) any employment or consulting agreement, contract or commitment with an employee or individual consultant or salesperson or any consulting or sales agreement, contract or commitment under which any firm or other organization provides services to the Company, (v) any agreement or plan, including, without limitation, any stock option plan, stock appreciation rights plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement;, (dvi) any fidelity or surety bond or completion bond, (vii) any lease of personal property having a value individually in excess of $500;5,000 individually or $10,000 in the aggregate, (eviii) any agreement of indemnification or guaranty;, (fix) any agreement, contract or commitment containing any covenant limiting in any respect the right freedom of Zap Santa Xxxx the Company to engage in any line of business or to compete with any person or granting any exclusive distribution rights;person, (gx) any agreement agreement, contract or commitment relating to capital expenditures and involving future payments in excess of $500;5,000 individually or $10,000 in the aggregate, (hxi) any agreement, contract or commitment relating to the disposition or acquisition of assets or any interest in any business enterprise, (xii) any mortgages, indentures, 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, (ixiii) any purchase order or contract for the purchase of raw materials and/or supplies involving $500 20,000 or more in total payments;more, (jxiv) any construction contracts;, (kxv) any dealer, distribution, joint marketing or development agreement, (excluding joint marketing agreements: (ixvi) involving financial obligations any sales representative, original equipment manufacturer, value added, remarketer, reseller or liabilities to independent software vendor or other agreement for use or distribution of the Company; 's products, technology or (ii) that do not involve rights to sell Company Products to end-users), development, content provider, destination site or merchant agreement;services, (lxvii) any agreement pursuant to which the Company has advanced granted or loaned any amount may grant in the future, to any shareholder of the Company party, a source-code license or any director, officer, employee option or consultant;other right to use or acquire source-code, (mxviii) any settlement agreement entered into since providing or requiring the repurchase of any of the Company's initial incorporationCapital Stock; or (nxix) any other agreement agreement, contract or commitment that involves $500 5,000 individually or $10,000 in total payment the aggregate or more or and is not cancelable without penalty within thirty (30) days. Zap Santa Xxxx has not. (b) Except for such alleged breaches, violations and defaults, and events that would constitute a 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, has breached, violated or defaulted under, any of the terms or conditions of any agreement, contract or commitment required to be set forth on Schedules 2.2(a), 2.9, 2.10(a), 2.11(n), 2.11(p), and/or 2.12(a) , or any other agreement, contract, license, or commitment binding upon the Company (any such agreement, contract, or license or commitment, herein referred to as a "Contract"). Each Contract is in full force and effect and, except as otherwise disclosed in Schedule 2.142.12(b) , is not subject to any default thereunder of which the Company has knowledge by any party obligated to the Company pursuant thereto.

Agreements, Contracts and Commitments. Except as set forth in on ------------------------------------- Schedule 2.142.12, Zap Santa Xxxx and limited to the Actual Knowledge of the Company for purposes of Article VIII, the Company does not have, is not currently a party to nor is it currently bound by: (a) any employment or consulting agreement, contract or commitment with any officer, director, employee or member of the Zap Santa Cruz's Board of Directors, other than those that are terminable by Zap Santa Xxxx at will;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;, (cd) any employment or consulting agreement with an employee or individual consultant or salesperson, or consulting or sales agreement, under which a firm or other organization provides services to the Company, and which, in each case, involves payments by or to the Company in excess of $15,000 annually and which is not cancelable within 30 days without a required payment of not more than $5,000, (e) any agreement or plan, including, without limitation, any stock option plan, stock appreciation rights plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement;, (df) any fidelity or surety bond or completion bond, (g) any lease of personal property having a an annual value individually in excess of $500;5,000, (eh) any agreement of indemnification or guaranty;guaranty other than in the ordinary course of business, (fi) any agreement, contract or commitment agreement containing any covenant limiting in any respect the right freedom of Zap Santa Xxxx the Company to engage in any line of business or to compete with any person or granting any exclusive distribution rights;person, (gj) any agreement relating to capital expenditures and involving future payments in excess of $500;5,000, (hk) any agreement relating to the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course of the Company's business entered into on or after January 1, 1996, (l) any mortgages, indentures, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit;credit (other than by the Company's vendors in the ordinary course of business) , including guaranties referred to in clause (h) hereof in excess of $5,000, (i) any purchase order or contract involving $500 or more in total payments; (jm) any construction contracts;, (kn) any dealer, distribution, joint marketing (excluding joint marketing agreements: (i) involving financial obligations or liabilities to the Company; or (ii) that do not involve rights to sell Company Products to end-users), development, content provider, destination site or merchant development agreement;, (lo) any agreement other than End-User Licenses and Third Party Licenses pursuant to which the Company has advanced granted and which is still in effect or loaned any amount may grant in the future but prior to the Effective Time, to any shareholder of the Company party a source-code license or any directoroption or other right to use or acquire source-code, officer, employee or consultant; (m) any settlement agreement entered into since the Company's initial incorporation; or (np) any other agreement that involves annual payment by the Company of $500 in total payment 5,000 or more or which is not cancelable without more than a $5,000 penalty within thirty (30) days. Zap Santa Xxxx has notExcept for such alleged material breaches, violations and defaults, and events that would not 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, the Company has not materially breached, violated or defaulted under, or received notice that it has, has materially breached, violated or defaulted under, any of the terms or conditions of any agreement, contract or commitment related to Intellectual Property Rights required to be set forth on Schedule 2.142.12 and, limited to the Actual Knowledge of the Company for purposes of Article VIII, it has not materially breached, violated or defaulted under, or received notice that it has materially breached, violated or defaulted under, any of the terms or conditions of any other agreement, contract or commitment required to be set forth on Schedule 2.12. Each agreement, contract or commitment listed on Schedule 2.12 related to Intellectual Property Rights and, limited to the Actual Knowledge of the Company for purposes of Article VIII, each other agreement, contract or commitment listed on Schedule 2.12, is in full force and effect and, except as otherwise disclosed in Schedule 2.12, is not subject to any default thereunder of which the Company has knowledge by any party obligated to the Company pursuant thereto.

Agreements, Contracts and Commitments. Except as set forth in on Schedule 2.142.12(a), Zap Santa Xxxx the Company does not have, is not currently a party to nor is it currently bound by: (a) any employment or consulting agreement, contract or commitment with any officer, director, employee or member of the Zap Santa Cruz's Board of Directors, other than those that are terminable by Zap Santa Xxxx at will;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;, (cd) any employment or consulting agreement with an employee or individual consultant or salesperson or consulting or sales agreement with a firm or other organization, (e) any agreement or plan, including, without limitation, any stock option plan, stock appreciation rights plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement;, (df) any fidelity or surety bond or completion bond, (g) any lease of personal property having a value individually in excess of $500;25,000, (eh) any agreement of indemnification or guaranty;, (fi) any agreement, contract or commitment agreement containing any covenant limiting in any respect the right freedom of Zap Santa Xxxx the Company to engage in any line of business or to compete with any person or granting any exclusive distribution rights;person, (gj) any agreement relating to capital expenditures and involving future payments in excess of $500;25,000, (hk) any agreement relating to the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course of the Company's business, (l) any mortgages, indentures, 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, (im) any purchase order or contract for the purchase of raw materials involving $500 10,000 or more in total payments;more, (jn) any construction contracts;, (ko) any dealer, distribution, joint marketing (excluding joint marketing agreements: (i) involving financial obligations or liabilities to the Company; or (ii) that do not involve rights to sell Company Products to end-users), development, content provider, destination site or merchant development agreement;, (l) 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; (m) any settlement agreement entered into since the Company's initial incorporation; or (np) any other agreement that involves $500 in total payment 25,000 or more or is not cancelable without penalty within thirty (30) days. Zap Santa Xxxx has notExcept for such alleged breaches, violations and defaults, and events that would constitute a 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, has breached, violated or defaulted under, any of the terms or conditions of any agreement, contract or commitment required to be set forth on Schedule 2.14.,

Agreements, Contracts and Commitments. Except as set (a) Schedule 3.16 sets forth in Schedule 2.14, Zap Santa Xxxx each Contract to which the Company or any of its Subsidiaries is not currently a party to nor or by which they or their properties or assets are bound, that is it currently bound byone of the following types of Contracts: (ai) any employment or consulting agreement, contract or commitment with any officer, director, employee or member of the Zap Santa Cruz's Board of Directors, other than those that are terminable by Zap Santa Xxxx at willcollective bargaining Contract; (bii) any bonusEmployment Agreement; (iii) any bonus or any other incentive compensation, deferred compensation, severance, salary continuation, pension, profit sharing or retirement plansplan, or any other employee benefit plans plan or arrangementsarrangement, that is not listed on Schedule 3.25(a); (civ) any agreement commission and/or sales Contract with an Employee, individual consultant or salesperson, or under which a firm or other organization provides commission or sales-based services to the Company or any Subsidiary, that is not listed on Schedule 3.26(b) or 3.26(c); (v) any Contract or plan, including, without limitation, including any stock option plan, stock appreciation rights plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of the Merger or any of the other transactions contemplated by this AgreementAgreement and the Related Agreements or the value of any of the benefits of which will be calculated on the basis of the Merger or any of the other transactions contemplated by this Agreement or the Related Agreements; (dvi) any fidelity or surety bond or completion bond; (vii) any lease of personal property having a value individually in excess of $50025,000; (eviii) any agreement Contract of indemnification or guarantyguaranty to any third party; (fix) any agreement, contract or commitment Contract containing any covenant limiting in the freedom of the Company or any respect the right of Zap Santa Xxxx its Subsidiaries to engage in any line of business or in any geographic territory or to compete with any person Person, or granting which grants to any exclusive distribution rightsPerson any exclusivity to any geographic territory, any customer, or any product or service; (gx) any agreement Contract relating to capital expenditures and involving future payments in excess of $50025,000 in any individual case or $50,000 in the aggregate; (hxi) any mortgages, indentures, loans Contract not already fully performed relating to the acquisition or credit agreements, security agreements disposition of assets or other agreements any interest in any business enterprise outside the ordinary course of the Company’s or instruments any of its Subsidiaries’ business or any Contract relating to the acquisition of assets or any interest in any business enterprise; (xii) any Contract relating to the borrowing of money or the extension of creditcredit or evidencing any Debt or securing such Debt; (ixiii) any outstanding purchase order or contract (including for services) involving in excess of $500 25,000 in any individual case or $50,000 or more in total paymentsthe aggregate; (j) any construction contracts; (kxiv) any dealer, distribution, joint marketing (excluding joint marketing agreements: (i) involving financial obligations or liabilities to the Company; or (ii) that do not involve rights to sell Company Products to end-usersincluding any pilot program), development, content provider, destination site or merchant agreementContract ; (lxv) any agreement Contract pursuant to which the Company or any of its Subsidiaries has granted or may be obligated to grant in the future, to any Person, a source-code license or option or other right to use or acquire source code, including any Contracts that provide for source code escrow arrangements; (xvi) any sales representative, original equipment manufacturer, value added re-seller, re-marketer or other Contract for distribution of the Company’s or any of its Subsidiaries’ products or services, or the products or services of any other Person; (xvii) any Contract pursuant to which the Company or any of its Subsidiaries has advanced or loaned any amount to any shareholder Stockholder of the Company or any directorEmployee or consultant thereof or any of its Subsidiaries, officer, employee or consultantother than business travel advances in the ordinary course of business consistent with past practice; (mxviii) any settlement agreement entered into since joint venture, partnership, strategic alliance or other Contract involving the Company's initial incorporationsharing of profits, losses, costs or liabilities with any Person or any development, data-sharing, marketing, resale, distribution or similar arrangement relating to any product or service; (xix) any Contract with any Person to provide or deliver any product or service, or to support or maintain any product or service, on, in conjunction with or interoperating with any third party product, service or platform (a “Third Party Platform”), which Third Party Platform is not currently fully interoperable with such product or service or with respect to which the Company or any of its Subsidiaries must undertake any efforts to be so fully interoperable, and each commitment to develop, improve or customize any product or service; (xx) each proposed Contract as to which any bid, offer, written proposal, term sheet or similar document has been submitted by or received by the Company or any of its Subsidiaries that, if accepted by the receiving party, would obligate the Company or any of its Subsidiaries thereunder; or (nxxi) any other agreement Contract that involves $500 in total payment 25,000 or more or is not cancelable without penalty within thirty upon sixty (3060) daysdays notice or less. (b) Each Contract set forth or required to be set forth on Schedule 3.16 is in full force and effect and is valid, binding and enforceable in accordance with its terms and neither the Company nor any of its Subsidiaries is in default thereunder, nor to the knowledge of the Company is any party obligated to the Company or any of its Subsidiaries pursuant to any such Contract in default thereunder. Zap Santa Xxxx has notThe Company and each of its Subsidiaries are in compliance with and have not breached, and has not violated or defaulted under, or received notice that it has, they have breached, violated or defaulted under, any of the terms or conditions of any agreementsuch Contract, contract nor does the Company have knowledge of any event or commitment occurrence that would reasonably be expected to constitute such a breach, violation or default (with or without the lapse of time, giving of notice or both). The Company has delivered to Parent accurate and complete copies of all Contracts required to be set forth on Schedule 2.143.16, including all amendments thereto.

Agreements, Contracts and Commitments. Except as set forth in on Schedule 2.142.12(a), Zap Santa Xxxx the Company does not have, is not currently a party to nor is it currently bound by: (ai) any employment or consulting agreement, contract or commitment with any officer, director, employee or member of the Zap Santa Cruz's Board of Directors, other than those that are terminable by Zap Santa Xxxx at will;collective bargaining agreements, (bii) 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;, (civ) any employment or consulting agreement, contract or commitment with an employee or individual consultant or salesperson or consulting or sales agreement, contract or commitment with a firm or other organization, (v) any agreement or plan, including, without limitation, any stock option plan, stock appreciation rights plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement;, (dvi) any fidelity or surety bond or completion bond, (vii) any lease of personal property having a value individually in excess of $500;25,000, (eviii) any agreement of indemnification or guaranty;, (fix) any agreement, contract or commitment containing any covenant limiting in any respect the right freedom of Zap Santa Xxxx the Company to engage in any line of business or to compete with any person or granting any exclusive distribution rights;person, (gx) any agreement agreement, contract or commitment relating to capital expenditures and involving future payments in excess of $500;25,000, (hxi) any agreement, contract or commitment relating to the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course of the Company's business, (xii) any mortgages, indentures, 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, (ixiii) any purchase order or contract for the purchase of raw materials involving $500 25,000 or more other than purchases in total payments;the ordinary course of business, (jxiv) any construction contracts;, (kxv) any dealer, distribution, joint marketing (excluding joint marketing agreements: (i) involving financial obligations or liabilities to the Company; or (ii) that do not involve rights to sell Company Products to end-users)development agreement, development, content provider, destination site or merchant agreement; (l) 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; (m) any settlement agreement entered into since the Company's initial incorporation; or (nxvi) any other agreement agreement, contract or commitment that involves $500 in total payment 25,000 or more or is not cancelable without penalty within thirty (30) days. Zap Santa Xxxx has notExcept for such alleged breaches, violations and defaults, and events that would constitute a breach, violation or default with the lapse of time, giving of notice, or both, all as noted in Schedule 2.12(b), the Company has not breached, violated or defaulted under, or received notice that it has, has breached, violated or defaulted under, any of the terms or conditions of any agreement, contract or commitment required to be which it is a party or by which it is bound (any such agreement, contract or commitment, a "Contract"). Each agreement, contract or commitment set forth on in any of the Company Schedules is in full force and effect and, except as otherwise disclosed in Schedule 2.142.12(b), is not subject to any default 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 as are required in connection with the Merger.

Agreements, Contracts and Commitments. Except as set forth in on Schedule 2.142.12(a), Zap Santa Xxxx the Company does not have, is not currently a party to nor is it currently bound by: (ai) any employment or consulting agreement, contract or commitment with any officer, director, employee or member of the Zap Santa Cruz's Board of Directors, other than those that are terminable by Zap Santa Xxxx at willcollective bargaining agreements; (bii) 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; (civ) any employment or consulting agreement or contract with an employee or individual consultant or salesperson or consulting or sales agreement or contract, under which a firm or other organization provides services to the Company pursuant to which the Company is obligated to make payments in excess of $10,000 per year; (v) any agreement or plan, including, without limitation, any stock option plan, stock option agreements, stock appreciation rights plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (dvi) any fidelity or surety bond or completion bond; (vii) any lease of personal property having a value individually in excess of $50010,000; (eviii) any agreement of indemnification or guaranty; (fix) any agreement, contract or commitment containing any covenant limiting in any respect the right freedom of Zap Santa Xxxx the Company to engage in any line of business or to compete with any person or granting any exclusive distribution rightsperson; (gx) any agreement agreement, contract or commitment relating to capital expenditures and involving future payments in excess of $50010,000 individually or $20,000 in the aggregate; (hxi) any agreement, contract or commitment relating to the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course of the Company's business; (xii) any mortgages, indentures, 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; (ixiii) any purchase order or contract for the purchase of raw materials involving $500 10,000 or more in total paymentsmore; (jxiv) any construction contractscontract; (kxv) any dealer, material distribution, joint marketing (excluding joint marketing agreements: (i) involving financial obligations or liabilities to the Company; or (ii) that do not involve rights to sell Company Products to end-users), development, content provider, destination site or merchant development agreement; (lxvi) any agreement agreement, contract or commitment pursuant to which the Company has advanced granted or loaned any amount may grant in the future, to any shareholder of the Company party a source-code license or any director, officer, employee option or consultant; (m) any settlement agreement entered into since the Company's initial incorporationother right to use or acquire source-code; or (nxvii) any other agreement agreement, contract or commitment that involves $500 in total payment 20,000 or more or is not cancelable without penalty within thirty (30) days. Zap Santa Xxxx has notSchedule 2.12(a) sets forth a list of the Company's top 15 customers according to revenue for the fiscal year ended December 31, 1999, and each customer with which the Company currently has an agreement that the Company in good faith expects to be one of the Company's top 15 customers for the fiscal year ending December 31, 2000, and a list of all effective agreements between such customer and the Company. Except for such alleged breaches, violations and defaults, and events that would constitute a breach, violation or default with the lapse of time, giving of notice, or both, all of which are noted in Schedule 2.12(b), the Company has not breached, violated or defaulted under, or received notice that it has, has breached, violated or defaulted under, any of the terms or conditions of any agreement, contract or commitment required to be set forth on Schedule 2.142.12(a) or Schedule 2.12(b) (any such agreement, contract or commitment, a "Contract") which would result in a Material Adverse Effect. Each Contract is in full force and effect and, except as otherwise disclosed in Schedule 2.12(b), is not subject to any default thereunder of which the Company has knowledge by any party obligated to the Company pursuant thereto.

Agreements, Contracts and Commitments. (a) Except as set forth in on Schedule 2.142.12(a), Zap Santa Xxxx the Company does not have, is not currently a party to nor is it currently bound by: (ai) any employment or consulting agreement, contract or commitment with any officer, director, employee or member of the Zap Santa Cruz's Board of Directors, other than those that are terminable by Zap Santa Xxxx at will;collective bargaining agreements, (bii) 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;, (civ) any employment or consulting agreement, contract or commitment with an employee or individual consultant or salesperson or any consulting or sales agreement, contract or commitment under which any firm or other organization provides services to the Company, (v) any agreement or plan, including, without limitation, any stock option plan, stock appreciation rights plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement;, (dvi) any fidelity or surety bond or completion bond, (vii) any lease of personal property having a value individually in excess of $500;10,000, (eviii) any agreement of indemnification or guaranty;, (fix) any agreement, contract or commitment containing any covenant limiting in any respect the right freedom of Zap Santa Xxxx the Company to engage in any line of business or to compete with any person or granting any exclusive distribution rights;person, (gx) any agreement agreement, contract or commitment relating to capital expenditures and involving future payments in excess of $500;5,000, (hxi) any agreement, contract or commitment relating to the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course of the Company’s business, (xii) any mortgages, indentures, 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, (ixiii) any purchase order or contract for the purchase of raw materials involving $500 5,000 or more in total payments;more, (jxiv) any construction contracts;, (kxv) any dealer, distribution, joint marketing (excluding joint marketing agreements: (i) involving financial obligations or liabilities to the Company; or (ii) that do not involve rights to sell Company Products to end-users), development, content provider, destination site or merchant development agreement;, (lxvi) any agreement pursuant to which the Company has advanced granted or loaned any amount may grant in the future, to any shareholder of the Company party, a source-code license or any directoroption or other right to use or acquire source-code, officer, employee or consultant; (m) any settlement agreement entered into since the Company's initial incorporation; or (nxvii) any other agreement agreement, contract or commitment that involves $500 in total payment 5,000 or more or is not cancelable without penalty within thirty (30) days. Zap Santa Xxxx has not, and . (b) The Company has not breached, violated or defaulted under, or received notice that it has, has breached, violated or defaulted under, any of the terms or conditions of any agreement, contract or commitment required to be set forth on Schedule 2.14.2.12(a) or Schedule 2.11

Agreements, Contracts and Commitments. (a) Except as set forth in Section 2.15 of the Disclosure Schedule 2.14(specifying the appropriate subparagraph), Zap Santa Xxxx the Company is not currently a party to to, nor is it currently bound by:by any of the following (each, a “Material Contract”): (ai) any employment employment, contractor or consulting agreement, contract or commitment with any officer, director, an employee or member of the Zap Santa Cruz's Board of Directorsindividual consultant, other than those contractor or salesperson, or consulting, services or sales agreement, contract, or commitment that are is not terminable by Zap Santa Xxxx the Company at willwill and without penalty; (b) any bonus, deferred compensation, pension, profit sharing or retirement plans, or any other employee benefit plans or arrangements; (cii) any agreement or plan, including, without limitation, any stock option plan, stock appreciation rights plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement (either alone or upon the occurrence of any additional subsequent 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; (diii) any fidelity or surety bond or completion bond; (iv) any lease of personal property or equipment having a value individually in excess of $50050,000 individually or $250,000 in the aggregate; (ev) any agreement of indemnification or guaranty, but excluding agreements of indemnification or guaranty with respect to the infringement by the Company products of the Intellectual Property Rights of third parties that are contained in the Company’s written agreements with its distributors and resellers that have been entered into in the ordinary course of business, consistent with past practices, substantially in the Company’s standard form of distributor or reseller agreement; (fvi) any agreement, contract or commitment containing any covenant limiting in any respect the right of Zap Santa Xxxx to engage in any line of business or to compete with any person or granting any exclusive distribution rights; (g) any agreement relating to capital expenditures and involving future payments in excess of $50050,000 individually or $250,000 in the aggregate; (hvii) any agreement, contract or commitment relating to the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course of the Company’s business, consistent with past practices; (viii) any mortgages, indentures, guaranties, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit; (iix) any purchase order order, contract or contract involving other commitment obligating the Company to purchase materials or services at a cost in excess of $500 50,000 individually or more $250,000 in total paymentsthe aggregate; (jx) any construction contractsagreement containing covenants or other obligations granting or containing any current or future commitments regarding exclusive rights, non-competition, “most favored nations,” restriction on the operation or scope of its businesses or operations, or similar terms; (kxi) any agreement providing a customer with refund rights; (xii) any dealer, distribution, marketing, development or joint marketing venture agreement which requires payment in excess of $50,000 individually or $250,000 in the aggregate; (excluding joint marketing agreements: xiii) any sales representative, original equipment manufacturer, manufacturing, value added, remarketer, distributor, reseller, or independent software vendor, or other agreement for use or distribution of the products, technology or services of the Company; (ixiv) involving financial obligations or liabilities any contracts and licenses, including out-bound licenses with respect to the Company; ’s products, other than agreements with the Company’s distributors and resellers that have been entered into in the ordinary course of business, consistent with past practices, in the Company’s standard form of distributor or reseller contract (ii) that do not involve rights to sell Company Products to end-usersas set forth in Exhibit F hereof), development, content provider, destination site or merchant agreement; (lxv) any agreement pursuant contracts, licenses and agreements to which the Company has advanced or loaned any amount is a party with respect to any shareholder Technology or Intellectual Property Rights (other than Shrink Wrap Code that is neither (A) incorporated into, or combined or distributed in conjunction with any Company Product, nor (B) used in connection with the development, support or maintenance of the any Company or Product), including without limitation any directorin-bound licenses, officer, employee or consultant; (m) any settlement agreement entered into since the Company's initial incorporationout-bound licenses and cross-licenses; or (nxvi) any other agreement agreement, contract or commitment that involves $500 50,000 individually or $250,000 in total payment the aggregate or more or and is not cancelable by the Company without penalty within thirty ninety (3090) days. Zap Santa Xxxx has not. (b) Except as set forth in Section 2.15(b)(i) of the Disclosure Schedule, the Company is in compliance in all material respects with, and has not materially breached, violated or defaulted under, or received notice that it has, has materially breached, violated or defaulted under, any of the terms or conditions of any agreementMaterial Contract, contract nor does the Company have any Knowledge of any event that would constitute such a material breach, violation or commitment required default with the lapse of time, giving of notice or both. Except as set forth in Section 2.15(b)(i) of the Disclosure Schedule, each Material Contract is in full force and effect, and the Company is not subject to any default thereunder, nor to the Knowledge of the Company is any party obligated to the Company pursuant to any such Material Contract subject to any default thereunder. There is no dispute regarding any Material Contract, or the performance of any Material Contract, including with respect to payments to be made or received by the Company thereunder. Except as set forth in Section 2.15(b)(ii) of the Disclosure Schedule, no Material Contract will terminate, or may be terminated by either party, solely by the passage of time or at the election of either party within one hundred twenty (120) days after the Closing. To the Knowledge of the Company, and after due inquiry of the individuals set forth on Schedule 2.142.15(b)(iii), no party to a Material Contract has any intention of terminating such Material Contract with the Company or reducing the volume of business such party conducts with the Company, whether as a result of the Merger or otherwise.

Agreements, Contracts and Commitments. (a) Except as set forth in Schedule 2.14Section 2.11(a) of the Company Disclosure Schedule, Zap Santa Xxxx each of the Company and its subsidiaries does not have continuing obligations under, is not currently a party to nor is it currently bound by: (ai) any collective bargaining agreements, (ii) any agreements or arrangements that contain any severance pay, post-employment liabilities or consulting agreement, contract obligations or commitment with any officer, director, employee "golden parachute" provisions (or member similar provisions which provide for payment of consideration upon the completion of the Zap Santa Cruz's Board of Directors, other than those that are terminable by Zap Santa Xxxx at will;transactions contemplated herein), (biii) any bonus, deferred compensation, pension, profit sharing or retirement plans, or any other employee benefit plans or arrangements;, (civ) any employment or consulting agreement, contract or commitment with an employee or individual consultant or salesperson or consulting or sales agreement, contract or commitment with a firm or other organization, (v) any agreement or plan, including, without limitation, any stock option plan, stock appreciation rights plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or 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, (dvi) any fidelity or surety bond or completion bond, (vii) any lease of personal property having a value annual lease payments individually in excess of $500;25,000, (eviii) any agreement of indemnification indemnification, warranty or guaranty;guaranty other than in the ordinary course of business, (fix) any agreement, contract or commitment containing any covenant limiting in any respect the right freedom of Zap Santa Xxxx the Company to engage in any line of business or to compete with any person or granting any exclusive distribution rights;person, (gx) any agreement agreement, contract or commitment relating to capital expenditures and involving future payments in excess of $500;50,000, (hxi) any agreement, contract or commitment relating to the disposition or acquisition of material assets or any interest in any business enterprise outside the ordinary course of the Company's business or any subsidiary's business, (xii) any mortgages, indentures, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit;, (ixiii) any purchase order or contract involving $500 or more in total payments; (j) any construction contracts; (k) any dealer, distribution, joint marketing or development agreement, or (excluding joint marketing agreements: (ixiv) involving financial obligations any agreement, contract or liabilities to commitment with any customer or vendor which, during the last two fiscal years of the Company; , accounted, or (ii) that do not involve rights is expected to sell Company Products to end-users), development, content provider, destination site or merchant agreement; (l) 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; (m) any settlement agreement entered into since account during the Company's initial incorporation; orcurrent fiscal year, for more than 5% of the Company's revenue or 10% of the Company's trade payables, as applicable. (nxv) any other agreement agreement, contract or commitment that involves $500 in total payment 25,000 or more or is not cancelable without penalty within thirty (30) days. Zap Santa Xxxx has not. (b) Except for any alleged breaches, violations and defaults, and events that would constitute a breach, violation or default with the lapse of time, giving of notice, or both, all as noted in Section 2.11(b) of the Company Disclosure Schedule, neither the Company nor any of its subsidiaries has not breached, violated or defaulted under, or received notice that it has, has breached, violated or defaulted under, any of the terms or conditions of any agreement, contract or commitment required to be set forth on in Section 2.10 or Section 2.11(a) of the Company Disclosure Schedule 2.14(a "Company Contract"). Each Company Contract is in ---------------- full force and effect and, except as otherwise disclosed in Section 2.11(b) of the Company Disclosure Schedule, is not subject to any default thereunder of which the Company or any subsidiary is aware by any party obligated to the Company or any subsidiary pursuant thereto.

Agreements, Contracts and Commitments. Except as contemplated by this Agreement or as set forth in on Schedule 2.143.16, Zap Santa Xxxx the Company is not currently a party to nor is it currently bound by: (a) any agreements or arrangements with any current employee or consultant that contains any severance pay or post-employment liabilities or obligations; (b) any collective bargaining agreements; (c) any employment or consulting agreement, contract contract, or commitment with any officer, directoremployee, employee individual consultant or member of the Zap Santa Cruz's Board of Directorssalesperson, or consulting or sales agreement, contract, or commitment with a firm or other than those that are terminable by Zap Santa Xxxx at willorganization; (bd) any bonus, deferred compensation, pension, profit sharing sharing, severance, or retirement plans or agreements, or any other employee benefit plans or arrangements; (e) any stock option or share purchase plan or arrangement, share appreciation, bonus, deferred compensation, pension, profit sharing, or retirement plans, or any other employee benefit plans or arrangements; (cf) any agreement or plan, including, without limitation, any stock option plan, stock share appreciation rights plan 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; (dg) any fidelity or surety bond or completion bond; (h) any agreement, contract, or commitment for the lease of personal property having a value individually in excess of $500C$5,000; (ei) any agreement agreement, contract, or commitment of indemnification or guaranty; (fj) any agreement, contract contract, or commitment containing any covenant limiting in any respect the right freedom of Zap Santa Xxxx the Company to engage in any line of business or to compete with any person or granting any exclusive distribution rightsentity; (gk) any agreement agreement, contract, or commitment relating to capital expenditures and involving future payments in excess of $500C$5,000 in the aggregate; (hl) any agreement, contract, or commitment relating to the disposition or acquisition of assets (other than in the ordinary and usual course of business) or any interest in any business enterprise; (m) any mortgages, indentures, loans guarantees, loans, or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money by the Company or extension of creditcredit to the Company; (in) any purchase order agreement, contract, or contract involving $500 or more commitment concerning confidentiality (other than those entered in total paymentsthe ordinary and usual course of business); (jo) any construction contractsagreement, contract, or commitment 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, including any agreements which provide for source code escrow arrangements; (kp) any sales representative, original equipment manufacturer, value added, re-marketer, or other agreement for distribution of the products, technology, or services of the Company, or the products or services of any other person or entity or any dealer, distribution, joint marketing (excluding joint marketing agreements: (i) involving financial obligations or liabilities to the Company; or (ii) that do not involve rights to sell Company Products to end-usersincluding any pilot program), development, content provider, destination site or merchant development agreement; (lq) any agreement agreement, contract, or commitment pursuant to which the Company has advanced or loaned any amount to any shareholder of the Company or any director, officer, employee employee, or consultant; (m) any settlement agreement entered into since consultant of the Company's initial incorporationCompany other than business travel advances in the ordinary and usual course of business, consistent with past practice; or (nr) any other agreement agreement, contract, or commitment that involves $500 in total payment by the Company of C$5,000 or more or which is not cancelable without penalty within thirty (30) 30 days. Zap Santa Xxxx has not, and The Company has not breached, violated, or defaulted under, or received notice that it has, has breached, violated violated, or defaulted under, any of the terms or conditions of any agreement, contract or commitment required to be set forth on any schedule relating to the representations and warranties set forth in Section 3.14 or on Schedule 2.143.16 (any such agreement, contract or commitment, a “Contract”). Each of the Contracts is legal, valid and binding on the Company, and, to the knowledge of the Company and the Shareholders, the respective other parties thereto and is in full force and effect, and to the knowledge of the Company and the Shareholders, is enforceable against each other party thereto in accordance with its terms. Neither the Company nor any Shareholder has knowledge of any event that would constitute such a breach, violation or default by such other party with the lapse of time, giving of notice, or both under any Contract. Each Contract is in full force and effect and is not subject to any default, of which the Company or any Shareholder has knowledge, by any party obligated to the Company pursuant thereto. Following the Closing, the Company shall have the right to exercise all of its rights under the Contracts without the payment of any additional amounts or consideration other than ongoing fees, royalties or payments that the Company would otherwise be required to pay pursuant to the terms of such Contracts had the transaction contemplated by this Agreement not occurred. No assignment or consent is required from any other party as a result of this Agreement. Without limiting the foregoing, upon consummation of the transactions contemplated by this Agreement, each Contract shall continue in full force and effect in accordance with its terms without penalty or other adverse consequence.

Agreements, Contracts and Commitments. (a) Except as set forth in Section 2.15 of the Disclosure Schedule 2.14(specifying the appropriate subparagraph), Zap Santa Xxxx the Company is not currently a party to to, nor is it currently bound by:by any of the following (each, a “Material Contract”): (ai) any employment employment, contractor or consulting agreement, contract or commitment with any officer, director, an employee or member of the Zap Santa Cruz's Board of Directorsindividual consultant, other than those contractor or salesperson, or consulting, services or sales agreement, contract, or commitment that are is either (a) not terminable by Zap Santa Xxxx the Company at willwill and without penalty, or (b) has a value in excess of $100,000; (b) any bonus, deferred compensation, pension, profit sharing or retirement plans, or any other employee benefit plans or arrangements; (cii) any agreement or plan, including, without limitation, any stock option plan, stock appreciation rights plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement (either alone or upon the occurrence of any additional subsequent 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; (diii) any fidelity or surety bond or completion bond; (iv) any lease of personal property or equipment having a value individually in excess of $50050,000 individually or $250,000 in the aggregate; (ev) any agreement of indemnification or guaranty; (fvi) any agreement, contract or commitment containing any covenant limiting in any respect the right of Zap Santa Xxxx to engage in any line of business or to compete with any person or granting any exclusive distribution rights; (g) any agreement relating to capital expenditures and involving future payments in excess of $50050,000 individually or $250,000 in the aggregate; (hvii) any agreement, contract or commitment relating to the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course of the Company’s business, consistent with past practices; (viii) any mortgages, indentures, guaranties, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit; (iix) any purchase order order, contract or contract involving other commitment obligating the Company to purchase materials or services at a cost in excess of $500 50,000 individually or more $250,000 in total paymentsthe aggregate; (jx) any construction contractsagreement containing covenants or other obligations granting or containing any current or future commitments regarding exclusive rights, non-competition, “most favored nations,” restriction on the operation or scope of its businesses or operations, or similar terms; (kxi) any agreement providing a customer with refund rights; (xii) any dealer, distribution, marketing, development or joint marketing (excluding joint marketing agreements: (i) involving financial obligations venture agreement which requires payment in excess of $50,000 individually or liabilities to $250,000 in the Company; or (ii) that do not involve rights to sell Company Products to end-users), development, content provider, destination site or merchant agreementaggregate; (lxiii) any sales representative, original equipment manufacturer, manufacturing, value added, remarketer, distributor, reseller, or independent software vendor, or other agreement for use or distribution of any Company Product; (xiv) any other contracts and licenses pursuant to which the Company has advanced or loaned any amount granted rights to any shareholder third party in any Company Product that involves in excess of the Company or any director, officer, employee or consultant$50,000 individually; (mxv) any settlement agreement contracts, licenses and agreements to which the Company is a party with respect to any Content & Technology or Intellectual Property Rights, including without limitation any in-bound licenses, out-bound licenses and cross-licenses, but excluding (A) Shrink Wrap Code that is neither (1) incorporated into, or combined or distributed in conjunction with any Company Product, nor (2) used in connection with the development, support or maintenance of any Company Product, and (B) standard, end-user customer agreements entered into since in the Company's initial incorporationordinary course of business and not covered by Section 2.15(a)(xiv); or (nxvi) any other agreement agreement, contract or commitment that involves $500 in total payment or more or 50,000 individually and is not cancelable by the Company without penalty within thirty ninety (3090) days. Zap Santa Xxxx has not. (b) Except as set forth in Section 2.15(b)(i) of the Disclosure Schedule, the Company is in compliance in all material respects with, and has not materially breached, violated or defaulted under, or received notice that it has, has materially breached, violated or defaulted under, any of the terms or conditions of any agreementMaterial Contract, contract nor does the Company have any Knowledge of any event that would constitute such a material breach, violation or commitment required default with the lapse of time, giving of notice or both, nor to the Knowledge of the Company is any party obligated to the Company pursuant to any such Material Contract subject to any default thereunder. Except as set forth in Section 2.15(b)(i) of the Disclosure Schedule, each Material Contract is in full force and effect except to the extent that the same may be subject to the Laws of general application relating to bankruptcy, insolvency, and the relief of debtors and rules of Law governing specific performance, injunctive relief, or other equitable remedies. There is no material dispute regarding any Material Contract, or the performance of any Material Contract, including with respect to payments to be made or received by the Company thereunder. Except as set forth on Schedule 2.14in Section 2.15(b)(ii) of the Disclosure Schedule, no Material Contract will terminate, or may be terminated by the counterparty thereto, solely by the passage of time or at the election of such counterparty within one hundred twenty (120) days after the Closing. To the Knowledge of the Company, as of the date hereof, no party to a Material Contract has any intention of terminating such Material Contract with the Company or reducing the volume of business such party conducts with the Company, whether as a result of the Merger or otherwise.

Agreements, Contracts and Commitments. Except as set forth in on Schedule 2.142.12(a), Zap Santa Xxxx Company does not have, is not currently a party to nor is it currently bound by: (a) any employment or consulting agreement, contract or commitment with any officer, director, employee or member of the Zap Santa Cruz's Board of Directors, other than those that are terminable by Zap Santa Xxxx at will;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;, (cd) any employment or consulting agreement, contract or commitment with an employee or individual consultant or salesperson or any consulting or sales agreement, contract or commitment under which any firm or other organization provides services to Company, (e) any agreement or plan, including, without limitation, any stock option plan, stock appreciation rights plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement;, (df) any fidelity or surety bond or completion bond, (g) any lease of personal property having a value individually in excess of $500;10,000, (eh) any agreement of indemnification or guaranty;, (fi) any agreement, contract or commitment containing any covenant limiting in any respect the right freedom of Zap Santa Xxxx Company to engage in any line of business or to compete with any person or granting any exclusive distribution rights;person, (gj) any agreement agreement, contract or commitment relating to capital expenditures and involving future payments in excess of $500;10,000, (hk) any agreement, contract or commitment relating to the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course of Company's business, (l) any mortgages, indentures, 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, (im) any purchase order or contract for the purchase of raw materials involving $500 10,000 or more in total payments;more, (jn) any construction contracts;, (ko) any dealer, distribution, joint marketing (excluding joint marketing agreements: (i) involving financial obligations or liabilities to the Company; or (ii) that do not involve rights to sell Company Products to end-users), development, content provider, destination site or merchant development agreement;, (lp) any contract, agreement or option requiring that Company give any notice, obtain any consent, or provide any information to any person prior to consummating the Merger, (q) any contract involving a governmental body, to which any governmental body is a party, under which any governmental body has any rights or obligations, or indirectly or directly benefiting any governmental body, (r) any agreement pursuant to which the Company has advanced granted or loaned any amount may grant in the future, to any shareholder of the party, a license or option or other right to use or acquire any technology or Company or any directorIntellectual Property Right, officer, employee or consultant; (m) any settlement agreement entered into since the Company's initial incorporation; or (ns) any other agreement agreement, contract or commitment that involves $500 in total payment 10,000 or more or is not cancelable without penalty within thirty (30) 30 days, or that could reasonably be expected to have a Material Adverse Effect on the business condition, assets, liabilities or financial performance of Company or any of the transactions contemplated by this Agreement. Zap Santa Xxxx has notExcept for such alleged breaches, violations and defaults, and events that would constitute a breach, violation or default with the lapse of time, giving of notice, or both, as are all noted in Schedule 2.12(b), Company has not breached, violated or defaulted under, or received notice that it has, has breached, violated or defaulted under, any of the terms or conditions of any agreement, contract or commitment required to be set forth on Schedule 2.142.12(a) or Schedule 2.11(b) (any such agreement, contract or commitment, a "Contract"). Each Contract is in full force and effect and is enforceable in accordance with its terms and, except as otherwise disclosed in Schedule 2.12(b), is not subject to any default thereunder of which Company has knowledge by any party obligated to Company pursuant thereto. Company believes that the Contracts collectively constitute all of the contracts and agreements necessary to enable Company to conduct its business in the manner in which it is currently being conducted.

Agreements, Contracts and Commitments. Except as set forth in on ------------------------------------- Schedule 2.142.12, Zap Santa Xxxx as of the date hereof, the Company is not currently a party to nor is it currently or bound by: (a) any employment or consulting agreement, contract or commitment with any officer, director, employee or member of the Zap Santa Cruz's Board of Directors, other than those that are terminable by Zap Santa Xxxx at will;collective bargaining agreements, (b) any agreements or arrangements that contain any severance pay or post-employment liabilities or obligations other than reasonable notice provisions of common law, (c) any bonus, deferred compensation, pension, profit sharing or retirement plans, or any other employee benefit plans plans, policies or arrangements;, (cd) any employment or consulting agreement, contract or commitment with an employee or individual consultant or salesperson or consulting or sales agreement, contract or commitment with a firm or other organization, (e) any agreement or plan, including, without limitation, including any stock Shares option plan, stock Shares appreciation rights plan or stock plan, Shares purchase plan, or employee share option scheme, 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;, (df) any fidelity or surety bond or completion bond, (g) any lease of personal property having a value individually in excess of $500;10,000, (eh) any agreement of indemnification or guaranty;, (fi) any agreement, contract or commitment containing any covenant limiting in any respect the right freedom of Zap Santa Xxxx the Company to engage in any line of business or to compete with any person or granting any exclusive distribution rights;entity, (gj) any agreement agreement, contract or commitment relating to capital expenditures and involving future payments in excess of $500;10,000, except as disclosed in Note 10 to the Company Financials, (hk) any agreement, contract or commitment relating to the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course of the Company's business, (l) any mortgages, charges, indentures, 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, (im) any purchase order or contract for the purchase of raw materials involving $500 10,000 or more in total payments;more, (jn) any construction contracts;, (ko) any dealer, distribution, joint marketing (excluding joint marketing agreements: (i) involving financial obligations or liabilities to the Company; or (ii) that do not involve rights to sell Company Products to end-users), development, content provider, destination site or merchant development agreement;, (lp) any agreement pursuant to which the Company has advanced granted or loaned any amount may grant in the future, to any shareholder of the Company party, a source-code license or any directoroption or other right to use or acquire source codes, officer, employee or consultant; (m) any settlement agreement entered into since the Company's initial incorporation; or (nq) any other agreement agreement, contract or commitment that involves $500 in total payment 10,000 or more or is not cancelable without penalty within thirty (30) days. Zap Santa Xxxx has notExcept for alleged breaches, violations and defaults, and events that would constitute a 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, has breached, violated or defaulted under, any of the terms or conditions of any agreement, contract or commitment required to be set forth on which the Company is a party or by which it is bound (any agreement, contract or commitment, a "Contract"). Each Contract is in full -------- force and effect and, except as otherwise disclosed in Schedule 2.142.12(b), is not subject to any default thereunder.

Agreements, Contracts and Commitments. Except as set forth in on Schedule 2.143.12(a), Zap Santa Xxxx Seller does not have, is not currently a party to nor is it currently bound by: (ai) any employment or consulting agreement, contract or commitment with any officer, director, employee or member of the Zap Santa Cruz's Board of Directors, other than those that are terminable by Zap Santa Xxxx at will;collective bargaining agreements, (bii) 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;, (civ) any employment or consulting agreement, contract or commitment with an employee or individual consultant or salesperson or consulting or sales agreement, contract or commitment with a firm or other organization, (v) any agreement or plan, including, without limitation, any stock option plan, stock appreciation rights plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement;, (dvi) any fidelity or surety bond or completion bond, (vii) any lease of personal property having a value individually in excess of $500;5,000, (eviii) any agreement of indemnification or guaranty;, (fix) any agreement, contract or commitment containing any covenant limiting in any respect the right freedom of Zap Santa Xxxx Seller to engage in any line of business or to compete with any person or granting any exclusive distribution rights;person, (gx) any agreement agreement, contract or commitment relating to capital expenditures and involving future payments in excess of $500;5,000, (hxi) any agreement, contract or commitment relating to the disposition or acquisition of material assets or any interest in any business enterprise outside the ordinary course of Seller's business, (xii) any mortgages, indentures, 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, (ixiii) any purchase order or contract for the purchase of raw materials involving $500 10,000 or more other than purchases in total payments;the ordinary course of business, (jxiv) any construction contracts;, (kxv) any dealer, distribution, joint marketing (excluding joint marketing agreements: (i) involving financial obligations or liabilities to the Company; or (ii) that do not involve rights to sell Company Products to end-users)development agreement, development, content provider, destination site or merchant agreement; (l) 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; (m) any settlement agreement entered into since the Company's initial incorporation; or (nxvi) any other agreement agreement, contract or commitment that involves $500 in total payment 5,000 or more or and is not cancelable without penalty within thirty (30) days. Zap Santa Xxxx has not, and has not received notice that it has, breached, violated or defaulted under, . (a) (any of the terms or conditions of any such agreement, contract or commitment required to be set forth on Schedule 2.14.commitment, a "CONTRACT") except for breaches, violations or defaults that will not have a Material Adverse

Agreements, Contracts and Commitments. Except as set forth in Schedule 2.14(a) Xxxxx Xxxxx does not have, Zap Santa Xxxx is not currently a party to nor is it currently bound by: (ai) any employment or consulting agreement, contract or commitment with any officer, director, employee or member of the Zap Santa Cruz's Board of Directors, other than those that are terminable by Zap Santa Xxxx at willcollective bargaining agreements; (b) any bonus, deferred compensation, pension, profit sharing or retirement plans, or any other employee benefit plans or arrangements; (cii) any agreement or plan, including, without limitation, any stock option plan, stock appreciation rights plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (diii) any fidelity or surety bond or completion bond; (iv) any lease of personal property having a value aggregate payment obligations or receivables individually in excess of $50025,000; (ev) any agreement of indemnification or guaranty; (fvi) any agreement, contract or commitment containing any covenant limiting in any respect the right freedom of Zap Santa Xxxx Xxxxx Xxxxx to engage in any line of business or to compete with any person or granting any exclusive distribution rightsperson; (gvii) any agreement agreement, contract or commitment relating to capital expenditures and involving future payments in excess of $50025,000 individually or $50,000 in the aggregate; (hviii) any agreement, contract or commitment relating to the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course of White Amber's business; (ix) any mortgages, indentures, 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 (v) hereof; (ix) any purchase order or contract for the purchase of raw materials involving $500 25,000 or more in total paymentsmore; (jxi) any construction contractscontract; (kxii) any dealer, material distribution, joint marketing (excluding joint marketing agreements: (i) involving financial obligations or liabilities to the Company; or (ii) that do not involve rights to sell Company Products to end-users), development, content provider, destination site or merchant development agreement; (lxiii) any agreement agreement, contract or commitment pursuant to which Xxxxx Xxxxx has granted or may grant in the Company has advanced or loaned any amount future, to any shareholder of the Company party a source-code license or any director, officer, employee option or consultant; (m) any settlement agreement entered into since the Company's initial incorporationother right to use or acquire source-code; or (nxiv) any other agreement agreement, contract or commitment that involves $500 in total payment 25,000 or more or and is not cancelable without penalty within thirty (30) days. Zap Santa Xxxx has notSchedule 2.12(a) of the Xxxxx Xxxxx Schedules sets forth a list of White Amber's top five (5) customers according to revenue for the fiscal year ended December 31, 2002, and each customer with which Xxxxx Xxxxx currently has an agreement that Xxxxx Xxxxx in good faith expects to be one of White Amber's top five (5) customers for the fiscal year ending December 31, 2003, and a list of all effective agreements between such customer and Xxxxx Xxxxx. (b) Except for such alleged breaches, violations and defaults, and events that would constitute a breach, violation or default with the lapse of time, giving of notice, or both, all of which are noted in Schedule 2.12(b) of the Xxxxx Xxxxx Schedules, Xxxxx Xxxxx has not breached, violated or defaulted under, or received notice that it has, has breached, violated or defaulted under, any of the terms or conditions of any agreement, contract or commitment required to be set forth on Schedule 2.142.12(a), Schedule 2.11(n)(i) or Schedule 2.11(n)(ii) of the Xxxxx Xxxxx Schedules (any such agreement, contract or commitment, a "CONTRACT"). Each Contract is in full force and effect and is not subject to any default thereunder of which Xxxxx Xxxxx has knowledge by any party obligated to Xxxxx Xxxxx pursuant thereto.

Agreements, Contracts and Commitments. (a) Except as set forth in on Section 2.15 of the Disclosure Schedule 2.14(specifying the appropriate paragraph), Zap Santa Xxxx the Company is not currently a party to nor is it currently to, or bound by: (ai) any employment (A) employment, contractor or consulting agreement; (B) Contract or commitment with an Employee, Consultant or contractor; or (C) any agreement, contract or commitment with to grant any officer, director, employee severance or member of the Zap Santa Cruz's Board of Directors, other than those that are terminable by Zap Santa Xxxx at willtermination pay (in cash or otherwise) to any Employee; (b) any bonus, deferred compensation, pension, profit sharing or retirement plans, or any other employee benefit plans or arrangements; (cii) any agreement or plan, including, without limitation, including any stock unit option plan, stock unit appreciation rights plan or stock unit 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 connection with additional or subsequent 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; (diii) 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 individually in excess of $50025,000 individually or $50,000 in the aggregate; (evi) any agreement that imposes surety, guaranty or indemnification obligations on the Company (other than indemnities contained in non-exclusive licenses of indemnification or guarantyCompany Products and Services to customers that have been entered into in the ordinary course of business consistent with past practice pursuant to the Company Form Agreements); (fvii) Inbound License Agreement (excluding Standard Contracts); (viii) Outbound License Agreement (excluding Company Form Agreements); (ix) any agreement, contract Contract, lease or commitment containing any covenant limiting in any respect the right of Zap Santa Xxxx to engage in any line of business or to compete with any person or granting any exclusive distribution rights; (g) any agreement relating to capital expenditures and involving future payments in excess of $50025,000 individually or $50,000 in the aggregate; (hx) any agreement, Contract or commitment relating to the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course of business consistent with past practice; (xi) 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; (ixii) any purchase order or contract for the purchase of materials involving in excess of $500 25,000 individually or more $50,000 in total paymentsthe aggregate; (jxiii) any construction contracts; (kxiv) any joint marketing, joint venture, partnership, strategic alliance, affiliate or development agreement; (xv) any agreement, Contract or commitment to alter the Company’s interest in any Person in which the Company directly or indirectly holds any interest; (xvi) any agreement, Contract or commitment pursuant to which the Company has undertaken to, or pursuant to which the receipt of revenue is contingent upon, the delivery of products or service offerings not in commercial existence as of the date of this Agreement, and specifically not contingent upon the release of any new product or new version of an existing product; (xvii) any agreement, Contract, arrangement or understanding between the Company and a customer or partner of the Company pursuant to which paid fees must be refunded, payment of fees is contingent upon or an agreement may be terminated in the event a specified return on investment or similar success measure for use of the products or service offerings offered by the Company is not achieved; (xviii) any agreement, Contract, arrangement or understanding between the Company and a customer or partner of the Company that includes a “most favored customer” or similar clause; (xix) any agreement, Contract, arrangement or understanding between the Company and a customer or partner of the Company for which application revenue, under GAAP, may not be recognized on a pro rata basis over the term of the agreement or for which any application revenue must be deferred or put on hold pending a future event; (xx) any dealer, distribution, joint marketing (excluding joint marketing agreements: (i) involving financial obligations sales representative, original equipment manufacturer, value added, remarketer, reseller, independent software vendor or liabilities to other agreement for distribution of the products, Technology or services of the Company; or (ii) that do not involve rights to sell Company Products to end-users), development, content provider, destination site or merchant agreement;or (lxxi) any other agreement, Contract, lease or commitment, including any service, operating or management agreement pursuant or arrangement with respect to any Leased Real Property, that involves $25,000 individually or $50,000 in the aggregate or more. (b) Each Contract to which the Company has advanced is a party or loaned any amount to any shareholder of its properties or assets (whether tangible or intangible) is subject is a valid and binding agreement of the Company or any directorenforceable, officer, employee or consultant; (m) any settlement agreement entered into since to the Knowledge of the Company's initial incorporation; or (n) any , against each of the other agreement that involves $500 parties thereto in total payment or more or accordance with its terms, and is not cancelable without penalty within thirty (30) daysin full force and effect with respect to the Company and, to the Knowledge of the Company, the other parties thereto, except as such enforceability may be limited by bankruptcy, insolvency, moratorium and other similar laws affecting creditors’ rights generally and by general principles of equity. Zap Santa Xxxx has notThe Company is in material compliance with, and has not materially breached, violated or defaulted under, or received notice or has any reason to believe that it has, a customer or other third party may assert that the Company has materially breached, violated or defaulted under, any of the terms or conditions of any agreementsuch Contract, contract nor, to the Knowledge of the Company, is any party obligated to the Company pursuant to any such Contract subject to any breach, violation or commitment default thereunder, nor, to the Knowledge of the Company, has event occurred that with the lapse of time, giving of notice or both would constitute such a breach, violation or default by the Company or any such other party. True, correct and complete copies of each Contract disclosed in the Disclosure Schedule or required to be set forth on Schedule 2.14.disclosed pursuant to this

Agreements, Contracts and Commitments. Except as set forth in Schedule 2.14(a) The Company does not have, Zap Santa Xxxx or is not currently a party to nor is it currently bound by: (ai) any employment or consulting collective bargaining agreement, contract or commitment with any officer, director, employee or member of the Zap Santa Cruz's Board of Directors, other than those that are terminable by Zap Santa Xxxx at will;, (bii) 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;, (civ) any employment or consulting agreement, contract or commitment with an employee or individual consultant or salesperson or consulting or sales agreement, contract or commitment with a firm or other organization, (v) any agreement or plan, including, without limitation, any stock option plan, stock appreciation rights plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement;, (dvi) any fidelity or surety bond or completion bond, (vii) any lease of personal property having a value individually in excess of $500;25,000, (eviii) any agreement of indemnification or guaranty;, other than as set forth in agreements listed in Exhibit C, --------- (fix) any agreement, contract or commitment containing any covenant limiting in any respect the right freedom of Zap Santa Xxxx the Company to engage in any line of business or to compete with any person or granting any exclusive distribution rights;person, (gx) any agreement agreement, contract or commitment relating to capital expenditures and involving future payments in excess of $500;25,000, (hxi) any agreement, contract or commitment relating to the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course of the Company's business, (xii) any mortgages, indentures, 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, (ixiii) any purchase order or contract for the purchase of materials involving $500 25,000 or more in total payments;more, (jxiv) any construction contracts;, (kxv) any dealer, distribution, joint marketing (excluding joint marketing agreements: (i) involving financial obligations or liabilities to the Company; or (ii) that do not involve rights to sell Company Products to end-users)development agreement, development, content provider, destination site or merchant agreement; (l) 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; (m) any settlement agreement entered into since the Company's initial incorporation; or (nxvi) any other agreement agreement, contract or commitment that involves $500 in total payment 25,000 or more or is not cancelable without penalty within thirty (30) days. Zap Santa Xxxx has not, and . (b) The Company has not breached, violated or defaulted under, or received notice that it has, has breached, violated or defaulted under, any of the terms or conditions of any agreement, contract contract, license or commitment to which it is a party, by which it benefits or by which it is bound (any such agreement, contract, license or commitment, a "Contract"), nor is the Company or any -------- Principal 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 to the knowledge of the Principal Shareholders subject to any default thereunder by any party obligated to the Company pursuant thereto. The Company has obtained, or will obtain prior to the Closing Date, all necessary consents, waivers and approvals of parties to any Contract as are required to be set forth on Schedule 2.14thereunder in connection with the Merger so that all such Contracts will remain in effect without modification after the Closing.

Agreements, Contracts and Commitments. (a) Except as set forth in Schedule 2.143.16, Zap Santa Xxxx no Buyer Group member is not currently a party to nor is it currently or bound by: (ai) any collective bargaining agreements; (ii) any bonus, deferred compensation, incentive compensation, pension, profit-sharing or retirement plans, or any other Buyer Group Benefit Plans or arrangements; (iii) any employment or consulting agreement, contract or commitment with any officer, director, employee or member of the Zap Santa Cruz's Board of Directors, other than those that are not terminable by Zap Santa Xxxx at willthe Buyer Group member on no more than 30 days' notice without liability; (b) any bonus, deferred compensation, pension, profit sharing or retirement plans, or any other employee benefit plans or arrangements; (civ) any agreement or plan, including, without limitation, any stock option plan, stock appreciation rights 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; (d) any lease of personal property having a value individually in excess of $500; (ev) any agreement of indemnification or guarantyguaranty not entered into in the ordinary course of business other than indemnification agreements between the Buyer Group member and any of its officers or directors; (fvi) any agreement, contract or commitment containing any covenant limiting in any respect the right freedom of Zap Santa Xxxx a Buyer Group member to engage in any line of business or to compete with any person or granting any exclusive distribution rightsperson; (gvii) any agreement agreement, contract or commitment relating to capital expenditures and involving future payments obligations in excess of $50025,000 and not cancelable without penalty; (hviii) any agreement, contract or commitment currently in force relating to the disposition or acquisition of assets not in the ordinary course of business or any ownership interest in any corporation, partnership, joint venture or other business enterprise; (ix) any mortgages, indentures, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit; (ix) any purchase order joint marketing, sales or contract involving $500 or more in total payments; (j) any construction contracts; (k) any dealer, distribution, joint marketing (excluding joint marketing agreements: (i) involving financial obligations or liabilities to the Company; or (ii) that do not involve rights to sell Company Products to end-users), development, content provider, destination site or merchant development agreement; (lxi) any distribution agreement pursuant to which the Company has advanced or loaned (identifying any amount to any shareholder of the Company or any director, officer, employee or consultantthat contain exclusivity provisions); (mxii) any settlement agreement entered into since the Company's initial incorporationroyalty agreement; or (nxiii) any other agreement that involves agreement, contract or commitment (excluding real and personal property leases) which involve payment by the Buyer Group member under any such agreement, contract or commitment of $500 in total payment 10,000 or more in the aggregate. (b) Schedule 3.16 contains a complete and correct list of all Buyer Contracts (as defined below) which are valid and binding upon any Buyer Group member and to the Buyer's knowledge, any other party to said Buyer Contract, whether written or oral. All Buyer Contracts to which a related party of Buyer is not cancelable without penalty within thirty a party are on terms no less favorable to Buyer than would be obtained from an unrelated third party. No Buyer Group member, nor to the knowledge of Buyer, any other party to a Buyer Contract (30) days. Zap Santa Xxxx as defined below), has notbreached, and has not violated or defaulted under, or received notice that it has, has breached, violated or defaulted under, any of the material terms or conditions of any of the agreements, contracts or commitments to which a Buyer Group member is a party or by which it is bound of the type set forth in Schedule 3.16 or described in clauses (i) through (xiii) above (any such agreement, contract or commitment required commitment, a "Buyer Contract") in such a manner as would permit any other party to be set forth on Schedule 2.14cancel or terminate any such Buyer Contract, or would permit any other party to seek damages.

Agreements, Contracts and Commitments. (a) Except as set forth in Schedule 2.14Section 2.14 of the Disclosure Schedule, Zap Santa Xxxx the Company does not have continuing obligations under, is not currently a party to to, nor is it currently bound by: (ai) any collective bargaining agreements; (ii) any agreements or arrangements that contain any severance pay or post-employment liabilities or consulting agreement, contract or commitment with any officer, director, employee or member of the Zap Santa Cruz's Board of Directorsobligations, other than those that are terminable by Zap Santa Xxxx at willas contemplated herein or in the Employment and Non-Competition Agreements and the Employment Agreements; (biii) any bonus, deferred compensation, pension, profit sharing or retirement plans, or any other employee benefit plans or arrangements; (civ) any employment or consulting agreement, contract or commitment with an employee or individual consultant or salesperson or consulting or sales agreement, contract or commitment with a firm or other organization; (v) any agreement or plan, including, without limitation, any stock option plan, stock appreciation rights plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated 23 on the basis of any of the transactions contemplated by this Agreement, except as provided herein; (dvi) any fidelity or surety bond or completion bond; (vii) any lease of personal property having a value annual lease payments individually in excess of $500US$10,000; (eviii) any agreement of indemnification or guarantyguaranty other than in the ordinary course of business; (fix) any agreement, contract or commitment containing any covenant limiting in any respect the right freedom of Zap Santa Xxxx the Company to engage in any line of business or to compete with any person or granting any exclusive distribution rightsperson; (gx) any agreement agreement, contract or commitment relating to capital expenditures and involving future payments in excess of $500US$10,000 in the aggregate (other than agreements, contracts or commitments made in the ordinary course of the Company's business consistent with past practices and not involving future payments in excess of US$50,000 in the aggregate); (hxi) any agreement, contract or commitment relating to the disposition or acquisition of material assets or any interest in any business enterprise outside the ordinary course of the Company's business; (xii) any mortgages, indentures, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit, including any guarantees; (ixiii) any purchase order or contract for the purchase of raw materials involving $500 US$10,000 or more in total paymentsmore; (jxiv) any construction contracts; (kxv) any dealer, distribution, joint marketing (excluding joint marketing agreements: (i) involving financial obligations or liabilities to the Company; or (ii) that do not involve rights to sell Company Products to end-users), development, content provider, destination site or merchant development agreement; (lxvi) any agreement pursuant to which agreement, contract or commitment with any customer which, during the Company has advanced or loaned any amount to any shareholder last two fiscal years of the Company Company, accounted for, or any director, officer, employee or consultant; (m) any settlement agreement entered into since during the Company's initial incorporationcurrent fiscal year is expected to account for, more than one percent (1%) of the Company's revenue or trade payables; or (nxvii) any other agreement agreement, contract or commitment that involves $500 in total payment US$10,000 or more or is not cancelable without penalty within thirty (30) days. Zap Santa Xxxx has not, and . (b) The Company has not breached, violated or defaulted under, or received notice that it has, has breached, violated or defaulted under, any of the material terms or conditions of (i) any agreement, contract or commitment required to be set forth on Schedule 2.14in Section 2.14 of the Disclosure Schedule, or (ii) any other agreement, contract or commitment to which it is a party or by which it is bound (any such agreement, contract or commitment, a "CONTRACT"). Each Contract is in full force and effect and is not subject to any default thereunder of which the Company or any of the Selling Shareholders is aware by any party obligated to the Company pursuant thereto. The Company has obtained, or will obtain prior to the Closing, all necessary consents, waivers and approvals of parties to any Contract as are required in connection with the transactions contemplated hereby and by each of the Related Agreements, or as are required or advisable in order to remain in effect without modification after the consummation of the transactions contemplated hereby and thereby.

Agreements, Contracts and Commitments. (a) Except as set forth in on Schedule 2.142.12(a), Zap Santa Xxxx the Company does not have, is not currently a party to nor is it currently bound by: (ai) any employment or consulting agreement, contract or commitment with any officer, director, employee or member of the Zap Santa Cruz's Board of Directors, other than those that are terminable by Zap Santa Xxxx at will;collective bargaining agreements, (bii) 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;, (civ) any employment or consulting Contract with an employee or individual consultant or salesperson or any consulting or sales Contract under which any firm or other organization provides services to the Company, (v) any agreement or plan, including, without limitation, any stock option plan, stock appreciation rights plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement;Agreement (or upon the occurrence of any subsequent 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 (or upon the occurrence of any subsequent events), (dvi) any fidelity or surety bond or completion bond, (vii) any lease of personal property having a value individually in excess of $500;50,000, (eviii) any agreement of indemnification or guaranty;, (fix) any agreement, contract or commitment Contract containing any covenant limiting in any respect the right freedom of Zap Santa Xxxx the Company to engage in any line of business or to compete with any person or granting any exclusive distribution rights;person, (gx) any agreement Contract relating to capital expenditures and involving future payments in excess of $500;20,000, (hxi) any Contract relating to the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course of the Company’s business, (xii) any mortgages, indentures, 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 in each case in excess of $10,000, (ixiii) any purchase order or contract Contract for the purchase of raw materials or finished products involving $500 5,000 or more in total payments;per order to be incurred by the Company following the date of this Agreement, (jxiv) any construction contracts;Contract, (kxv) any dealer, distribution, joint marketing (excluding joint marketing agreements: (i) involving financial obligations or liabilities to the Company; or (ii) that do not involve rights to sell Company Products to end-users), development, content provider, destination site or merchant development agreement;, (lxvi) any agreement pursuant to which the Company has advanced granted or loaned any amount may grant in the future, to any shareholder of the Company party, a source-code license or any directoroption or other right to use or acquire source-code, officer, employee or consultant; (m) any settlement agreement entered into since the Company's initial incorporation; or (nxvii) any other agreement Contract that involves $500 in total payment 20,000 or more or is not cancelable without penalty within thirty (30) days. Zap Santa Xxxx has not, and . (b) The Company has not breached, violated or defaulted under, or received notice that it has, has breached, violated or defaulted under, any of the material terms or conditions of any agreement, contract or commitment Contract required to be set forth on Schedule 2.142.12(a)or Schedule 2.11(n)(any such Contract, a “Scheduled Contract”). Each Scheduled Contract is in full force and effect (except for those Scheduled Contracts that have terminated or expired by their terms) and, except as otherwise disclosed in Schedule 2.12(b), to the Company’s knowledge, no party obligated to the Company pursuant to a Scheduled Contract is in default thereunder.

Agreements, Contracts and Commitments. Except as set forth in Schedule 2.14Section 3.12 of the Company Disclosure Schedule, Zap Santa Xxxx the Company does not have continuing obligations under, is not currently a party to nor is it currently bound by: (a) any employment or consulting agreement, contract or commitment with any officer, director, employee or member of the Zap Santa Cruz's Board of Directors, other than those that are terminable by Zap Santa Xxxx at willcollective bargaining agreements; (b) any agreements or arrangements that contain any severance pay or post-employment liabilities or obligations, other than as contemplated herein or in the Employment Agreements (as defined below); (c) any bonus, deferred compensation, pension, profit sharing or retirement plans, or any other employee benefit plans or arrangements; (cd) any employment or consulting agreement, contract or commitment with an employee or individual consultant or salesperson or consulting or sales agreement, contract or commitment with a firm or other organization; (e) any agreement or plan, including, without limitation, any stock option plan, stock appreciation rights plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or 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; (df) any fidelity or surety bond; (g) any lease of personal property having a value annual lease payments individually in excess of $50025,000; (eh) any agreement of indemnification or guarantyguaranty other than in the ordinary course of business; (fi) any agreement, contract or commitment containing any covenant limiting in any respect the right freedom of Zap Santa Xxxx the Company to engage in any line of business or to compete with any person or granting any exclusive distribution rightsperson; (gj) any agreement agreement, contract or commitment relating to capital expenditures and involving future payments in excess of $50025,000; (hk) any agreement, contract or commitment relating to the disposition or acquisition of material assets or any interest in any business enterprise outside the ordinary course of the Company's business; (l) any purchase order or contract for the purchase of raw materials involving $25,000 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 Company, accounted for, or is expected to account during the Company's current fiscal year, for more than 5% of the Company's revenue or trade payables; (o) any agreement for the granting of any distribution right by the Company to any other party; or (p) any mortgages, indentures, 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 (iviii) any purchase order or contract involving hereof in an individual amount in excess of $500 or more in total payments; (j) any construction contracts; (k) any dealer, distribution, joint marketing (excluding joint marketing agreements: (i) involving financial obligations or liabilities to the Company; or (ii) that do not involve rights to sell Company Products to end-users), development, content provider, destination site or merchant agreement; (l) any agreement pursuant to which the 25,000. The Company has advanced not breached, violated or loaned any amount to any shareholder of the Company defaulted under, or any director, officer, employee or consultant; (m) any settlement agreement entered into since the Company's initial incorporation; or (n) any other agreement that involves $500 in total payment or more or is not cancelable without penalty within thirty (30) days. Zap Santa Xxxx has not, and has not received notice that it has, has breached, violated or defaulted under, any of the material terms or conditions of (i) any agreement, contract or commitment required to be set forth on in Schedule 2.143.12 of the Company Disclosure Schedule, or (ii) any other material agreement, contract or commitment to which it is a party or by which it is bound (any such agreement, contract or commitment, a "CONTRACT"). Each Contract is in full force and effect and, except as otherwise disclosed in Schedule 3.12 of the Company Disclosure Schedule, is not subject to any default thereunder of which the Company is aware by any party obligated to the Company pursuant thereto, other than late payments, nonpayment. 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 in connection with the transactions contemplated by this Agreement, other than any consent required by Section 3.24, or as are required or advisable in order to remain in effect without modification after the transactions contemplated by this Agreement. Each Contract requiring any consent, waiver or third-party approval as a result of the transaction contemplated by this Agreement is disclosed in Schedule 3.12 of the Company Disclosure Schedule. Neither the execution of this Agreement nor consummation of the transactions contemplated hereby 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 Company.

Agreements, Contracts and Commitments. Except (a) except as set forth in on Schedule 2.142.13(a), Zap Santa Xxxx the Company does not have, is not currently a party to nor is it currently bound by: (ai) any employment or consulting agreement, contract or commitment with any officer, director, employee or member of the Zap Santa Cruz's Board of Directors, other than those that are terminable by Zap Santa Xxxx at will;collective bargaining agreements, (bii) 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;, (civ) any employment or consulting agreement with an employee or individual consultant or salesperson or consulting or sales agreement with a firm or other organization, (v) any agreement or plan, including, without limitation, any stock option plan, stock appreciation rights plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement;, (dvi) any fidelity or surety bond or completion bond, (vii) any lease of personal property having a value individually in excess of $500;20,000, (eviii) any agreement of indemnification or guaranty;guaranty other than those substantially the same as the agreements of indemnification or guarantees attached hereto as Schedule 2.13(a), (fix) any agreement, contract or commitment agreement containing any covenant limiting in any respect the right freedom of Zap Santa Xxxx the Company to engage in any line of business or to compete with any person or granting any exclusive distribution rights;person, (gx) any agreement relating to capital expenditures and involving future payments in excess of $500;50,000, (hxi) any agreement relating to the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course of the Company's business, (xii) any mortgages, indentures, 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, (ixiii) any purchase order or contract for the purchase of raw materials involving $500 20,000 or more in total payments;more, (jxiv) any construction contracts; , (kxv) any dealer, distribution, joint marketing (excluding joint marketing agreements: (i) involving financial obligations or liabilities to the Company; or (ii) that do not involve rights to sell Company Products to end-users), development, content provider, destination site or merchant development agreement; (l) 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; (m) any settlement agreement entered into since the Company's initial incorporation; or (n) any other agreement that involves $500 in total payment or more or is not cancelable without penalty within thirty (30) days. Zap Santa Xxxx has not, and has not received notice that it has, breached, violated or defaulted under, any of the terms or conditions of any agreement, contract or commitment required to be set forth on Schedule 2.14.,

Agreements, Contracts and Commitments. Except as set forth in on ------------------------------------- Schedule 2.142.12(a), Zap Santa Xxxx the Company does not have, is not currently a party to nor is it currently bound by: (ai) any employment or consulting agreement, contract or commitment with any officer, director, employee or member of the Zap Santa Cruz's Board of Directors, other than those that are terminable by Zap Santa Xxxx at will;collective bargaining agreements, (bii) 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;, (civ) any employment or consulting agreement with an employee or individual consultant or salesperson or consulting or sales agreement, under which a firm or other organization provides services to the Company, (v) any agreement or plan, including, without limitation, any stock option plan, stock appreciation rights plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement;, (dvi) any fidelity or surety bond or completion bond, (vii) any lease of personal property having a value individually in excess of $500;50,000, (eviii) any agreement of indemnification or guaranty;, (fix) any agreement, contract or commitment agreement containing any covenant limiting in any respect the right freedom of Zap Santa Xxxx the Company to engage in any line of business or to compete with any person or granting any exclusive distribution rights;person, (gx) any agreement relating to capital expenditures and involving future payments in excess of $500;50,000, (hxi) any agreement relating to the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course of the Company's business, (xii) any mortgages, indentures, 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, (ixiii) any purchase order or contract for the purchase of raw materials involving $500 10,000 or more in total payments;more, (jxiv) any construction contracts;, (kxv) any dealer, distribution, joint marketing (excluding joint marketing agreements: (i) involving financial obligations or liabilities to the Company; or (ii) that do not involve rights to sell Company Products to end-usersincluding any pilot program), development, content provider, destination site or merchant agreement; (lxvi) any agreement pursuant to which the Company has advanced granted or loaned any amount may grant in the future, to any shareholder of the Company party a source-code license or any directoroption or other right to use or acquire source-code, officer, employee or consultant; (m) any settlement agreement entered into since the Company's initial incorporation; or (nxvii) any other agreement that involves $500 in total payment 50,000 or more or is not cancelable without penalty within thirty (30) days. Zap Santa Xxxx has notExcept for such alleged breaches, violations and defaults, and events that would constitute a 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, has breached, violated or defaulted under, any of the terms or conditions of any agreement, contract or commitment required to be set forth on Schedule 2.142.12(a) or Schedule 2.11(b) (any such agreement, contract or commitment, a "Contract"). Each -------- Contract is in full force and effect and, except as otherwise disclosed in Schedule 2.12(b), is not subject to any default thereunder of which the Company has knowledge by any party obligated to the Company pursuant thereto.

Agreements, Contracts and Commitments. (a) Except as set forth in on Schedule 2.142.12(a), Zap Santa Xxxx New Moon does not have, is not currently a party to nor is it currently bound by: (ai) any employment or consulting agreement, contract or commitment with any officer, director, employee or member of the Zap Santa Cruz's Board of Directors, other than those that are terminable by Zap Santa Xxxx at will;collective bargaining agreements, (bii) 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;, (civ) any employment or consulting agreement, contract or commitment with an employee or individual consultant or salesperson or any consulting or sales agreement, contract or commitment under which any firm or other organization provides services to New Moon, (v) any agreement or plan, including, without limitation, any stock option plan, stock appreciation rights plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of Table of Contents 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;, (dvi) any fidelity or surety bond or completion bond, (vii) any lease of personal property having a value individually in excess of $500;25,000, (eviii) any agreement of indemnification or guaranty;, (fix) any agreement, contract or commitment containing any covenant limiting in any respect the right freedom of Zap Santa Xxxx New Moon to engage in any line of business or to compete with any person or granting any exclusive distribution rights;person, (gx) any agreement agreement, contract or commitment relating to capital expenditures and involving future payments in excess of $500;25,000, (hxi) any agreement, contract or commitment relating to the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course of New Moon’s business, (xii) any mortgages, indentures, 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, (ixiii) any purchase order or contract for the purchase of raw materials involving $500 25,000 or more in total payments;more, (jxiv) any construction contracts;, (kxv) any dealerexclusive distribution agreement, distributionsite license, or any joint marketing (excluding joint marketing agreements: (i) involving financial obligations or liabilities to the Company; or (ii) that do not involve rights to sell Company Products to end-users), development, content provider, destination site or merchant development agreement;, (lxvi) any agreement pursuant to which New Moon has granted or may grant in the Company has advanced or loaned any amount future, to any shareholder of the Company party, a source-code license or any directoroption or other right to use or acquire source-code, officer, employee or consultant; (m) any settlement agreement entered into since the Company's initial incorporation; or (nxvii) any other agreement agreement, contract or commitment that involves $500 in total payment 25,000 or more or is not cancelable without penalty within thirty (30) days. Zap Santa Xxxx has not. (b) Except for such alleged breaches, violations and defaults, and events that would constitute a breach, violation or default with the lapse of time, giving of notice, or both, as would reasonably be expected to have a Material Adverse Effect on New Moon and are noted in Schedule 2.12(b), New Moon has not breached, violated or defaulted under, or received notice that it has, has breached, violated or defaulted under, any of the terms or conditions of any agreement, contract or commitment required to be set forth on Schedule 2.142.12(a) or Schedule 2.11(b) (any such agreement, contract or commitment, a “Contract”). Each Contract is in full force and effect Table of Contents and, except as otherwise disclosed in Schedule 2.12(b), is not subject to any default thereunder of which New Moon has knowledge by any party obligated to New Moon pursuant thereto.

Agreements, Contracts and Commitments. Except As of the date hereof, except as set forth in on Schedule 2.142.16(a), Zap Santa Xxxx the Company does not have, is not currently a party to nor is it currently bound by: (a) any collective bargaining agreements; (b) any employment or consulting agreement, contract or commitment with any officer, director, employee or member of the Zap Santa CruzCompany's Board of Directors, other than those that are terminable by Zap Santa Xxxx at will; (b) any bonus, deferred compensation, pension, profit sharing or retirement plans, or any other employee benefit plans or arrangementsthe Company without liability of financial obligation of the Company; (c) any employment or consulting agreement with an employee or individual consultant or salesperson or consulting or sales agreement, under which a firm or other organization provides services to the Company; (d) any agreement or plan, including, without limitation, any stock option plan, stock appreciation rights plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (de) any fidelity or surety bond or completion bond; (f) any lease of personal property having a value individually in excess of $50010,000; (eg) any agreement of indemnification or guarantyguaranty other than standard indemnification terms contained in contracts with resellers and distributors and licensees of the Company's products; (fh) any agreement, contract or commitment containing any covenant limiting in any respect the right of Zap Santa Xxxx Company to engage in any line of business or to compete with any person or granting any exclusive distribution rights; (gi) any agreement relating to capital expenditures and involving future payments in excess of $50010,000; (hj) any agreement, contract or commitment currently in force relating to the disposition or acquisition by the Company 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; (k) any mortgages, indentures, 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 (g) hereof; (il) any purchase order or contract involving $500 10,000 or more in total paymentsmore; (jm) any construction contracts; (kn) any dealer, distribution, joint marketing (excluding joint marketing agreements: (i) involving financial obligations or liabilities to the Company; or (ii) that do not involve rights to sell Company Products to end-usersincluding any pilot program), development, content provider, destination site or merchant agreement; (lo) 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; (p) 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; (q) 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 consultantconsultant other than business travel advances in the ordinary course of business consistent with past practice; (mr) any settlement agreement entered into since January 1, 1997 that provides for continuing obligations of the Company's initial incorporation; or (ns) any other agreement that involves $500 in total payment 10,000 or more or is not cancelable without penalty within thirty (30) days. Zap Santa Xxxx has notExcept as set forth on Schedule 2.16(b), and the Company has not breached, violated or defaulted under, or received notice that it has, has breached, violated or defaulted under, any of the terms or conditions of any material agreement, contract or commitment required to be set forth on Schedule 2.142.16(a) or Schedule 2.14 (any such agreement, contract or commitment, a "CONTRACT"). Each Contract is in full force and effect and, except as otherwise disclosed in Schedule 2.16(b), is not subject to any default thereunder of which the Company has knowledge by any party obligated to the Company pursuant thereto.

Agreements, Contracts and Commitments. Except as set forth in on Schedule 2.14------------------------------------- 2.12(a), Zap Santa Xxxx the Company does not have, is not currently a party to nor is it currently bound by: (ai) any employment or consulting agreement, contract or commitment with any officer, director, employee or member of the Zap Santa Cruz's Board of Directors, other than those that are terminable by Zap Santa Xxxx at will;collective bargaining agreements, (bii) 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;, (civ) any employment or consulting agreement, contract or commitment with an employee or individual consultant or salesperson or any consulting or sales agreement, contract or commitment under which any firm or other organization provides services to the Company, (v) any agreement or plan, including, without limitation, any stock option plan, stock appreciation rights plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement;, (dvi) any fidelity or surety bond or completion bond, (vii) any lease of personal property having a value individually in excess of $500;10,000, (eviii) any agreement of indemnification or guaranty;, (fix) any agreement, contract or commitment containing any covenant limiting in any respect the right freedom of Zap Santa Xxxx the Company to engage in any line of business or to compete with any person or granting any exclusive distribution rights;person, (gx) any agreement agreement, contract or commitment relating to capital expenditures and involving future payments in excess of $500;10,000, (hxi) any agreement, contract or commitment relating to the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course of the Company's business, (xii) any mortgages, indentures, 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, (ixiii) any purchase order or contract for the purchase of raw materials involving $500 10,000 or more in total payments;more, (jxiv) any construction contracts;, (kxv) any dealer, distribution, joint marketing (excluding joint marketing agreements: (i) involving financial obligations or liabilities to the Company; or (ii) that do not involve rights to sell Company Products to end-users), development, content provider, destination site or merchant development agreement;, (lxvi) any agreement pursuant to which the Company has advanced granted or loaned any amount may grant in the future, to any shareholder of the Company party, a source-code license or any directoroption or other right to use or acquire, officercontingent or otherwise, employee or consultant; (m) any settlement agreement entered into since the Company's initial incorporation; source-code, or (nxvii) any other agreement agreement, contract or commitment that involves $500 in total payment 10,000 or more or is not cancelable without penalty within thirty (30) days. Zap Santa Xxxx has not, and The Company has not breached, violated or defaulted under, or received notice that it has, has breached, violated or defaulted under, any of the terms or conditions of any agreement, contract or commitment required to be which it is bound (including those set forth on Schedule 2.14in any of the Company Schedules) (any such agreement, contract or commitment, a "Contract") in any manner which could reasonably be expected to have a Material Adverse Effect. Each Contract is in full force and effect and is not subject to any default thereunder of which the Company has knowledge by any party obligated to the Company pursuant thereto.

Agreements, Contracts and Commitments. (a) Except as set forth in Section 2.15 of the Disclosure Schedule 2.14(specifying the appropriate paragraph), Zap Santa Xxxx as of the date hereof, neither the Company nor any of its Subsidiaries is not currently a party to nor to, or is it currently bound by: (ai) (A) any employment employment, contractor (whether an individual or other Person) or consulting (whether an individual or other Person) agreement, contract or commitment with providing for annual compensation in excess of $50,000 or (B) any officeragreement, directorcontract or commitment to grant any severance or termination payment (in cash or otherwise) to any employee, employee consultant or member contractor in excess of the Zap Santa Cruz's Board of Directors, other than those that are terminable by Zap Santa Xxxx at will$25,000; (bii) any bonus, deferred compensation, pension, profit sharing or retirement plans, or any other employee benefit plans or arrangements; (c) any agreement or plan, including, without limitation, any stock option plan, stock appreciation rights plan or stock purchase planCompany Employee Plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated or may be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (diii) any fidelity or surety bond or completion bond; (iv) any lease of personal property having a value individually in excess of $500100,000 individually or $250,000 in the aggregate; (ev) any agreement of indemnification or guarantyguaranty by the Company or its Subsidiaries that would reasonably be expected to result in material liability; (fvi) any agreement, contract or commitment containing any covenant limiting in any respect the right of Zap Santa Xxxx to engage in any line of business or to compete with any person or granting any exclusive distribution rights; (g) any agreement relating to capital expenditures and involving which involves future payments in excess of $500100,000 individually or $250,000 in the aggregate; (hvii) any Contract relating to the disposition or acquisition of material assets or any interest in any material business enterprise outside the ordinary course of the Company’s business; (viii) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit, other than (A) accounts receivables and payables and (B) loans to or from direct or indirect wholly-owned Subsidiaries; (iix) any purchase order or contract for the purchase of tangible assets involving in excess of $500 100,000 individually or more $250,000 in total paymentsthe aggregate; (jx) any construction contracts; (k) any material dealer, distribution, joint marketing (excluding joint marketing agreements: (i) involving financial obligations marketing, affiliate, sales representative, original equipment manufacturer, value added, remarketer, reseller, or liabilities to the Company; or (ii) that do not involve rights to sell Company Products to end-users), development, content provider, destination site or merchant independent software vendor agreement; (lxi) any material nondisclosure, confidentiality or similar agreement with any of the Persons specified in Section 2.15(a)(xi) of the Disclosure Schedule; (xii) any joint venture or joint development arrangement pursuant to which the Company has advanced or loaned any amount to any shareholder will have an ongoing obligation (other than non-exclusive licenses of the Company or any director, officer, employee or consultant; (m) any settlement agreement Products entered into since in the Company's initial incorporationordinary course of business); or (nxiii) any other agreement agreement, contract or commitment that involves payment by the Company of $500 100,000 individually or $250,000 in total payment the aggregate or more or and is not cancelable without penalty within thirty 90 days. (30b) daysThe Company has made available to Parent true and complete copies of each Contract (or summaries of the material terms of the same if such copies are unavailable or incomplete) required to be disclosed pursuant to Section 2.2, Section 2.12, Section 2.13, Section 2.14, and this Section 2.15 (each, a “Material Contract” and collectively, the “Material Contracts”). (c) Except as set forth in Section 2.15(c)(i) of the Disclosure Schedule, each Material Contract to which the Company is a party or any of its properties or assets (whether tangible or intangible) is subject is a valid and binding agreement of the Company, and to the Company’s Knowledge, each other party thereto, enforceable against the Company, and to the Company’s Knowledge, each other party thereto, in accordance with its terms and is in full force and effect with respect to the Company and, to the Company’s Knowledge, each other party thereto subject to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies. Zap Santa Xxxx has notExcept as set forth in Section 2.15(c)(ii) of the Disclosure Schedule, the Company is in compliance with and has not materially breached, violated or defaulted under, or received written notice that it has, has materially breached, violated or defaulted under, any of the terms or conditions of any agreementMaterial Contract, contract nor to the Company’s Knowledge is any party obligated to the Company pursuant to any Material Contract subject to any material breach, violation or commitment required to be default thereunder, nor does the Company have Knowledge of any presently existing facts or circumstances that, with the lapse of time, giving of notice, or both, would constitute such a material breach, violation or default by the Company or any such other party. (d) Except as set forth on Schedule 2.14in Section 2.15(d) of the Disclosure Schedule, all outstanding indebtedness for borrowed money of the Company may be prepaid without penalty.