Common use of Agreements, Contracts and Commitments Clause in Contracts

Agreements, Contracts and Commitments. As of the date hereof, except as set forth in Section 3.8 of MOZN Disclosure Schedule, MOZN is not bound by: (i) any employment or consulting agreement, contract or commitment, other than confidentiality agreements, with an employee or individual consultant or salesperson or consulting or sales agreement, contract or commitment with a firm or other organization, (ii) any agreement or plan, including, without limitation, any stock option plans, 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, (iii) any fidelity or surety bond or completion bond, (iv) any lease of personal property having a value individually in excess of $50,000 or $100,000 in the aggregate, (v) any agreement, contract or commitment containing any covenant limiting the freedom of MOZN to engage in any line of business or to compete with any person, (vi) any agreement, contract or commitment relating to capital expenditures and involving future payments in excess of $250,000 individually or $1,000,000 in the aggregate, (vii) 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 MOZN and the MOZN Subsidiaries, (viii) 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 or contract for the purchase of materials involving in excess of $250,000 individually, (x) any construction contracts involving future obligation of MOZN or any MOZN Subsidiary in excess of $250,000 individually, (xi) any dealer, distribution, joint marketing or development agreement, (xii) any sales representative, original equipment manufacturer, value added, remarketer, reseller or independent software vendor or other agreement for use or distribution of the products or services of MOZN or any MOZN Subsidiary, or (xiii) any other agreement, contract or commitment that involves $250,000 individually or is not cancelable without penalty within thirty (30) days.

Agreements, Contracts and Commitments. As of the date hereof, except Except as set forth in Section 3.8 2.15 of MOZN the Disclosure ScheduleSchedule (specifying the appropriate paragraph): (a) Neither Company nor any of its Subsidiaries is a party to, MOZN or is not it bound by: (i) any employment (1) employment, contractor or consulting agreement, (2) contract or commitment, other than confidentiality agreements, commitment with an employee Employee or individual consultant consultant, contractor, or salesperson salesperson, (3) any agreement, contract or commitment to grant any severance or termination pay (in cash or otherwise) to any Employee, or (4) any contractor, consulting or sales agreement, contract contract, or commitment with a firm or other organization,; (ii) any agreement or plan, including, without limitation, including any stock option plansplan, 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,; (iii) any fidelity or surety bond or completion bond,; (iv) any collective bargaining, union or works council agreements; (v) any lease of personal property having a value individually in excess of $50,000 individually or $100,000 in the aggregate, (v) any agreement, contract or commitment containing any covenant limiting the freedom of MOZN to engage in any line of business or to compete with any person,; (vi) any agreement that provides for surety, guaranty or indemnification obligations; (vii) any agreement, contract Contract, lease or commitment relating to capital expenditures and involving future payments in excess of $250,000 10,000 individually or $1,000,000 20,000 in the aggregate,; (viiviii) 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 MOZN and the MOZN Subsidiaries,Company’s business; (viiiix) 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,; (ixx) any purchase order or contract for the purchase of materials involving in excess of $250,000 individually,10,000 individually or $20,000 in the aggregate; (xxi) any construction contracts involving future obligation of MOZN or any MOZN Subsidiary in excess of $250,000 individually,contracts; (xixii) any dealer, distribution, joint marketing marketing, strategic alliance, affiliate or development agreement, (xii) any sales representative, original equipment manufacturer, value added, remarketer, reseller or independent software vendor or other agreement for use or distribution of the products or services of MOZN or any MOZN Subsidiary, or; (xiii) any other agreement, contract or commitment to alter the Company’s interest in any corporation, association, joint venture, partnership or business entity in which the Company directly or indirectly holds any interest; (xiv) any agreement, contract or commitment pursuant to which the Company or any of its Subsidiaries has undertaken to, or pursuant to which the receipt of revenue is contingent upon, the delivery of products or service offerings not in commercial existence as of the date hereof, and specifically not contingent upon the release of any new product or new version of an existing product; (xv) any other agreement, Contract, lease or commitment, including without limitation, any service, operating or management agreement or arrangement with respect to any of the Leased Real Property, that involves $250,000 10,000 individually or $20,000 in the aggregate or more and is not cancelable without penalty within thirty 30 days; or (30b) daysExcept as set forth in Section 2.15(b) of the Disclosure Schedule, each Contract to which the Company or any of its Subsidiaries is a party or any of its properties or assets (whether tangible or intangible) is subject is a valid and binding agreement of the Company or any of its Subsidiaries enforceable against each of the parties thereto in accordance with its terms, and is in full force and effect with respect to the Company or any of its Subsidiaries and, to the Knowledge of the Company, any other party thereto, except as such enforceability may be limited by bankruptcy, insolvency, moratorium and other similar laws affecting creditors’ rights generally and by general principles of equity. The Company is in material compliance with, and has not materially breached, violated or defaulted under, or received notice that it has materially breached, violated or defaulted under, any of the terms or conditions of any such Contract, nor to the Knowledge of the Company is any party obligated to the Company or any of its Subsidiaries pursuant to any such Contract subject to any breach, violation or default thereunder, nor does the Company have Knowledge of any event that with the lapse of time, giving of notice or both would constitute such a breach, violation or default by the Company or any of its Subsidiaries or any such other party. True and complete copies of each Contract disclosed in the Disclosure Schedule or required to be disclosed pursuant to this Section 2.15 (each a “Material Contract” and collectively, the “Material Contracts”) have been delivered to Parent. (c) The Company and each of its Subsidiaries has fulfilled all material obligations required pursuant to each Contract to have been performed by the Company or any of its Subsidiaries prior to the date hereof, and, without giving effect to the Merger, the Company will fulfill, when due, all of its obligations under the Material Contracts that remain to be performed after the date hereof through the Effective Time. (d) All outstanding indebtedness of the Company or any of its Subsidiaries may be prepaid without penalty.

Agreements, Contracts and Commitments. As of the date hereof, except (a) Except as set forth in on Section 3.8 3.14(a) of MOZN the Disclosure ScheduleLetter or the Financial Statements, MOZN neither the Company nor any Subsidiary has or is not bound by: (i) any contract, license or agreement to which the Company or any Subsidiary is a party (A) with respect to Intellectual Property of the Company licensed or transferred to any third party or (B) pursuant to which a third party has licensed or transferred any Intellectual Property to the Company or any Subsidiary, with a potential value or cost in excess of $50,000; (ii) any employment or consulting agreement, contract or commitment, other than confidentiality agreements, commitment with an employee or individual consultant or salesperson or consulting or sales agreement, contract or commitment with a firm or other organization,; (iiiii) any agreement or plan, including, without limitation, any stock option plansplan, 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,; (iiiiv) any fidelity or surety bond or completion bond,; (ivv) any lease of personal property having a value individually with fixed annual rental payments in excess of $50,000 or $100,000 in the aggregate,50,000; (vvi) any contract, license or agreement between the Company or any Subsidiary and any third party wherein or whereby the Company or such Subsidiary has agreed to, or assumed, any obligation or duty to warrant, indemnify, hold harmless or otherwise assume or incur any obligation or liability with respect to the infringement or misappropriation by the Company or such Subsidiary or such third party of the Intellectual Property of any third party; (vii) any agreement, contract or commitment containing any covenant limiting the freedom of MOZN the Company or any Subsidiary to engage in any line of business or to compete with any person,; (viviii) any agreement, contract or commitment relating to capital expenditures and involving future payments in excess of $250,000 individually or $1,000,000 in the aggregate,50,000; (viiix) 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 MOZN and Company's or the MOZN Subsidiaries,' businesses; (viiix) any mortgages, indentures, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit,; (ixxi) any purchase order or contract for the purchase of materials involving in excess of $250,000 individually,50,000 or more; (xxii) any construction contracts involving future obligation of MOZN or any MOZN Subsidiary in excess of $250,000 individually,contracts; (xixiii) any dealer, distribution, joint marketing or development agreement, (xii) any sales representative, original equipment manufacturer, value added, remarketer, reseller or independent software vendor or other agreement for use or distribution of the products or services of MOZN or any MOZN Subsidiary, ; or (xiiixiv) any other agreement, contract or commitment that involves $250,000 individually 50,000 or more or is not cancelable without penalty within thirty (30) days. (b) Each of the Company and each of the Subsidiaries is in compliance with and has not breached, violated or defaulted under, or received notice that it has breached, violated or defaulted under, any of the terms or conditions of any agreement, contract, license or commitment to which it is a party or by which it is bound (any such agreement, contract, license or commitment, a "CONTRACT"), and neither the Company nor any Subsidiary is 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 Section 3.14(b) of the Disclosure Letter, to the knowledge of the Company, all other parties to each Contract are in compliance with, and have not breached any term of, such Contract. The Company and the Subsidiaries have obtained, or will obtain prior to the Closing Date, all necessary consents, waivers and approvals of parties to any Contract as are required to remain in effect without modification after the Closing.

Agreements, Contracts and Commitments. As of the date hereof, except (a) Except as set forth in Section 3.8 Sections 2.13(g), 2.13(h) or 2.14(a) of MOZN the Disclosure Schedule, MOZN the Company is not a party to nor is it bound by: (i) any Any employment or consulting agreement, contract or commitment, other than confidentiality agreements, commitment with an employee or individual consultant or salesperson or consulting or sales agreement, contract or commitment with a firm or other organization, (ii) any agreement or plan, including, without limitation, any stock option plansplan, 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, (iii) any fidelity or surety bond or completion bond, (iv) any lease of personal property having a value with annual payments individually in excess of $50,000 10,000 or $100,000 25,000 in the aggregate, (v) any agreement, contract or commitment containing any covenant limiting the freedom of MOZN the Company to engage in any line of business or to compete with any person, (vi) any agreement, contract or commitment relating to capital expenditures and involving future payments in excess of $250,000 20,000 individually or $1,000,000 50,000 in the aggregate, (vii) 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 MOZN and the MOZN SubsidiariesCompany's business, (viii) any mortgages, indentures, loans or credit agreements, security agreements agreements, guarantees or other agreements or instruments relating to the borrowing of money or extension of credit, (ix) any purchase order or contract for the purchase of materials involving in excess of $250,000 individually,10,000 individually or $25,000 in the aggregate, with the exception of standard inventory, part or product purchases necessary to meet production schedules based on signed customer orders or to meet short term production forecasts per commercially reasonable procedures in which case any such purchase order or contract in excess of $30,000 individually or $100,000 in the aggregate. (x) any construction contracts involving future obligation of MOZN or any MOZN Subsidiary in excess of $250,000 individuallycontracts, (xi) any dealer, distribution, joint marketing marketing, development or development agreementother customer agreement with annualized value in excess of $20,000, (xii) any sales representative, original equipment manufacturer, value added, remarketer, reseller or independent software vendor or other agreement for use or distribution of the products Company's products, technology or services of MOZN services, (xiii) any partnership or joint venture agreement, (xiv) any MOZN Subsidiary, agreement between the Company and any Stockholder or Indemnitor (or affiliates); or (xiiixv) any other agreement, contract or commitment that involves $250,000 10,000 individually or $25,000 in the aggregate or more or is not cancelable without penalty within thirty (30) days. (b) The Company is in compliance with and has not breached, violated or defaulted under, or received written notice that it has breached, violated or defaulted under, any of the terms or conditions of any agreement, contract, covenant, instrument, lease, license or commitment described in the Company Disclosure Schedule (collectively a "Contract"), nor do the Company, Indemnitors or the Stockholders have Knowledge of any event that would constitute such a breach, violation or default with the lapse of time, giving of notice or both. Each Contract is in full force and effect and to the Company's Knowledge, no party obligated to the Company pursuant thereto is under default thereunder. The Company has obtained, or will obtain prior to the Closing Date, all necessary consents, waivers and approvals ( which consents, waivers, and approvals are set forth on Section 2.14(b) of the Disclosure Schedule) of parties to any Contract as are required thereunder in connection with the Acquisition or for such Contracts to remain in effect without modification after the Closing. Following the Closing, 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 pay had the transactions contemplated by this Agreement not occurred.

Agreements, Contracts and Commitments. As of the date hereof, except 2.14.1. Except as set forth in Section 3.8 2.14.1 of MOZN the Disclosure Schedule, MOZN as of the date of this Agreement, the Company is not a party to nor is it bound by: (ia) any employment or consulting agreement, contract or commitment, other than confidentiality agreements, contracts or commitments with an employee employees or individual consultant consultants or salesperson salespersons or consulting or sales agreementagreements, contract contracts or commitment commitments with a firm or other organization,, which agreements, contracts or commitments are not terminable by the Company without further liability upon payment in the aggregate of more than $50,000 with respect to all such agreements, contracts and commitments; and the Company has no employment agreements providing for employment other than on an at-will basis; (iib) any agreement or plan, including, without limitation, any stock option plansplan, 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,; (iiic) any fidelity or surety bond or completion bond,; (ivd) any lease of personal property having a value individually with fixed annual rental payments in excess of $50,000 or $100,000 in the aggregate,100,000; (ve) any agreement, contract or commitment containing any covenant limiting the freedom of MOZN the Company to engage in any line of business or to compete with any person,; (vif) any agreement, contract or commitment relating to capital expenditures and involving future payments in excess of $250,000 50,000 either individually or $1,000,000 100,000 in the aggregate,; (viig) 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 MOZN and the MOZN Subsidiaries,Company's business; (viiih) any mortgages, indentures, 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 in excess of $250,000 individually,50,000 individually or $100,000 in the aggregate; (xj) any construction contracts involving future obligation contracts; (k) any agreement for the provision of MOZN advertising content or space or for the licensing of content from third parties for inclusion in the Company's website, or any MOZN Subsidiary in excess of $250,000 individually, (xi) any other dealer, distribution, joint marketing or development agreement,; (xiil) any sales representative, original equipment manufacturer, value addedadded reseller, remarketer, reseller or independent software vendor remarketer or other agreement for use or distribution of the Company's products or services of MOZN or any MOZN Subsidiary, services; or (xiiim) any other agreement, contract or commitment that involves $250,000 individually 100,000 or more or is not cancelable without penalty within thirty forty-five (3045) days. 2.14.2. To its knowledge, the Company is in compliance with and has not breached, violated or defaulted under, or received notice that it has breached, violated or defaulted under, any of the terms or conditions of any agreement, contract, covenant, instrument, lease, license or commitment to which the Company is a party or by which it is bound (collectively a "Contract"), nor is the Company aware of any event that would constitute such a breach, violation or default with the lapse of time, giving of notice or both. Each Contract is in full force and effect and is not subject to any default thereunder by any party obligated to the Company pursuant thereto.

Agreements, Contracts and Commitments. As of the date hereof, except Except as set forth in Section 3.8 Sections 2.13(b), 2.13(d) or 2.14(a) of MOZN the Company Disclosure Schedule, MOZN the Company is not a party to nor is it bound by: (i) any agreements or arrangements that contain any severance pay or post-employment liabilities or obligations exceeding $10,000, (ii) any bonus, deferred compensation, pension, profit sharing or retirement plans, or any other employee benefit plans or arrangements, (iii) any employment or consulting agreement, contract or commitment, other than confidentiality agreements, commitment with an employee or individual consultant or salesperson or consulting or sales agreement, contract whether written or commitment with a firm or other organizationoral, involving payments in excess of $5,000, (iiiv) any agreement or plan, including, without limitation, any stock option plansplan, 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, (iiiv) any fidelity or surety bond or completion bond, (ivvi) any lease of personal property having a value individually in excess of $50,000 or $100,000 in the aggregate15,000, (vvii) any agreement, contract agreement of indemnification or commitment containing any covenant limiting the freedom of MOZN to engage in any line of business or to compete with any personguaranty, (viviii) any agreement, contract or commitment relating to capital expenditures and involving future payments in excess of $250,000 10,000 individually or $1,000,000 20,000 in the aggregate, (viiix) any agreement, contract or commitment relating to the disposition or acquisition of material assets or any material interest in any business enterprise outside the ordinary course of the business of MOZN and the MOZN SubsidiariesCompany's business, (viiix) 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 excess of $10,000 individually or $20,000 in the aggregate or any guarantee, indemnity, performance bond, letter of comforts or any other security or securety ship or agreements to give any of the same, (ixxi) any purchase order or contract for the purchase of materials involving in excess of $250,000 individually10,000 individually or $20,000 in the aggregate, (xxii) any construction contracts involving future obligation contracts, (xiii) any power of MOZN or attorney, (xiv) any MOZN Subsidiary oral contract which has created a receivable to the Company in excess of $250,000 individually5,000 which is not collectible and enforceable, (xixv) any dealeroutstanding indebtedness or other liability (actual or contingent) owing by the Company to any of the Shareholders, nor any indebtedness owing to the Company by any of the Shareholders; and no promise or representation has been made to any of the Shareholders in connection with any representations, warranties or other provisions in this Agreement (including without limitation, the Company Disclosure Letter) in respect of which the Company may be liable, (xvi) any distribution, joint marketing or development agreement, (xii) any sales representative, original equipment manufacturer, value added, remarketer, reseller or independent software vendor or other agreement for use or distribution of the products or services of MOZN or any MOZN Subsidiary, or (xiii) any other agreement, contract or commitment that involves $250,000 individually or which is not cancelable without penalty within thirty (30) days, or (xvii) any other agreement, contract or commitment, whether written or oral, that involves $10,000 individually or $20,000 in the aggregate or more which is not cancelable without penalty within thirty (30) days and which was not entered into in the ordinary course of business.

Agreements, Contracts and Commitments. As of the date hereof, except as set forth in Section 3.8 none of MOZN Disclosure Schedulethe LLC or any of its subsidiaries is a party to, MOZN nor is not it bound by: (ia) any employment or consulting agreementContract with any director, contract or commitmentofficer, other than confidentiality agreements, with an employee or individual consultant or salesperson salesperson, or consulting or sales agreement, contract or commitment Contract with a firm or other organization,; (iib) any agreement Contract or plan, including, without limitation, including any stock option plansplan, 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,; (iiic) any fidelity or surety bond or completion bond,; (ivd) any lease of personal property having a value individually in excess of $50,000 10,000 on the face of the agreement individually or $100,000 30,000 in the aggregate,; (ve) any agreement, contract Contract of indemnification or commitment containing any covenant limiting the freedom of MOZN to engage in any line of business or to compete with any person,guaranty; (vif) any agreement, contract or commitment Contract relating to capital expenditures and involving future payments in excess of $250,000 10,000 individually or $1,000,000 30,000 in the aggregate,; (viig) any agreement, contract or commitment Contract relating to the disposition or acquisition of any capital assets or any interest in any business enterprise outside the ordinary course of the business of MOZN and the MOZN Subsidiaries,enterprise; (viiih) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments Contracts relating to the borrowing of money or extension of credit,; (ixi) any purchase order or contract Contract not yet fully performed and discharged for the purchase of materials involving in excess of $250,000 individually,10,000 individually or $30,000 in the aggregate; (xj) any construction contracts Contracts not yet fully performed and discharged involving future obligation of MOZN or any MOZN Subsidiary in excess of $250,000 individually,10,000; (xik) any dealer, distribution, joint marketing or development agreement,Contract; (xiil) any sales representative, original equipment manufacturer, manufacturing, value added, remarketer, reseller reseller, or independent software vendor vendor, or other agreement Contract for use or distribution of the products products, technology or services of MOZN the LLC or any MOZN Subsidiary, of its subsidiaries; (m) any Contract currently in force to provide source code to any third party for any product or technology of the LLC or any of its subsidiaries; or (xiiin) any other agreement, contract or commitment Contract not yet fully performed and discharged that involves $250,000 10,000 individually or $30,000 in the aggregate or more and is not cancelable without penalty within thirty (30) dayswith 30 days notice.

Agreements, Contracts and Commitments. As of the date hereof(a) Except as disclosed pursuant to Section 2.12 hereof or expressly contemplated hereby, except as set forth in Section 3.8 of MOZN Disclosure Schedule, MOZN Company is not a party to nor is it bound by: (i) any material employment or consulting agreement, contract or commitment, other than confidentiality agreements, commitment with an employee or individual consultant or salesperson salesperson, or consulting or sales agreement, contract contract, or commitment with a firm or other organization,; (ii) any agreement or plan, including, without limitation, any stock option plansplan, 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,; (iii) any fidelity or surety bond or completion bond,; (iv) any lease of personal property having a value individually in excess of $50,000 25,000 individually or $100,000 50,000 in the aggregate,; THE SYMBOL "[***]" IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. (v) any agreement, contract or commitment containing any covenant limiting the freedom of MOZN to engage in any line of business or to compete with any person, (vi) any agreement, contract or commitment relating to capital expenditures and involving future payments in excess of $250,000 25,000 individually or $1,000,000 50,000 in the aggregate,; (viivi) any agreement, contract or commitment relating to the disposition or acquisition by Company of assets or any interest in Company or any other business enterprise outside the ordinary course of the business of MOZN and the MOZN Subsidiaries,Company's business; (viiivii) 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,credit in excess of $25,000 individually or $50,000 in the aggregate; (viii) any no-shop agreement or other agreements restricting Company from engaging in negotiations or entering into an agreement for any merger or acquisition of Company or a material part of Company's assets; (ix) any purchase order or contract for the purchase of materials involving in excess of $250,000 individually,25,000 individually or $50,000 in the aggregate; (x) any construction contracts involving for which future obligation of MOZN payments by Company exceed $25,000 individually or any MOZN Subsidiary $50,000 in excess of $250,000 individually,the aggregate; (xi) any dealer, distribution, joint marketing or development agreement,; (xii) any sales representative, original equipment manufacturer, value added, remarketer, reseller reseller, or independent software vendor vendor, or other agreement for use or distribution of the products Company's products, technology or services services; (xiii) any contract, agreement or commitment containing material obligations of MOZN Company to indemnify or hold harmless any MOZN Subsidiary, Person; or (xiiixiv) any other agreement, contract or commitment that involves future payments by Company in excess of $250,000 individually or 25,000 and is not cancelable without penalty within thirty (30) days. (b) True, correct and complete copies of each agreement listed in Section 2.13(a) of the Company Disclosure Schedule have been made available to Parent.

Agreements, Contracts and Commitments. As For purposes of this Agreement, “Contract” shall mean any written or oral contract, agreement, purchase or sale order, instrument, license, commitment, undertaking or similar arrangement in each case relating to the date hereof, except Product or the Aeroquin™ IP. Except as set forth in Section 3.8 on Sections 4.10.1-4.10.23 of MOZN the Disclosure Schedule, MOZN neither the Company nor any of the Company Subsidiaries is not a party to, or is bound by: (i) 4.10.1 [intentionally omitted] 4.10.2 any employment or consulting agreement, contract or commitment, other than confidentiality agreements, commitment with an employee or 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 or consulting acceleration of obligations (including vesting of options or sales agreement, contract or commitment with a firm or other organization,otherwise)) involving future payments in excess of [*]; (ii) 4.10.3 any agreement or plan, including, without limitation, any stock option plansplan, 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 the Company 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 therefor, 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,; (iii) 4.10.4 any fidelity or surety bond or completion bond,; (iv) 4.10.5 any lease of personal property having a value individually in excess of $50,000 [*] individually or $100,000 [*] in the aggregate,; (v) 4.10.6 any agreement, contract or commitment containing any covenant limiting the freedom agreement of MOZN to engage in any line of business or to compete with any person,guaranty; (vi) 4.10.7 any agreement, contract or commitment relating to capital expenditures and involving future payments in excess of $250,000 [*] individually or $1,000,000 [*] in the aggregate,; (vii) 4.10.8 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 MOZN and the MOZN Subsidiaries,Company’s business; (viii) 4.10.9 any material mortgages, indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit,; * Confidential treatment requested. (ix) 4.10.10 any purchase order or contract for the purchase of materials involving payments in excess of $250,000 individually,[*] individually or [*] in the aggregate; (x) 4.10.11 any construction contracts involving future obligation of MOZN or any MOZN Subsidiary in excess of $250,000 individually, (xi) any partnership, dealer, distribution, joint marketing marketing, joint venture, joint development, strategic alliance, affiliate, or development agreement or similar agreement,, including, without limitation, any Contract pursuant to which the Company or any Company Subsidiary grants or has granted to any person the right to manufacture, develop or market the Product or any product containing levofloxacin compound; (xii) 4.10.12 any sales representative, original equipment manufacturer, manufacturing, value added, remarketer, reseller reseller, or independent software vendor vendor, or other agreement for use or distribution of the products products, technology or services of MOZN the Company or any MOZN of the Company Subsidiaries involving payments in excess of [*] individually or [*] in the aggregate; 4.10.13 any Contract limiting in any respect the right of the Company or any of the Company 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 Proprietary Rights, 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 the Company Subsidiaries to sell, distribute or manufacture the Product; 4.10.14 any Contract with any clinical research organization providing clinical trial services for any clinical trial for any product containing inhaled levofloxacin compound; 4.10.15 any Contract that would require the consent of any Person in order to consummate any of the transactions contemplated by this Agreement, the Development Agreement, the Merger Agreement or the License Agreement; 4.10.16 any Contract (other than Contracts evidencing Company Options or Company Warrants) (A) relating to the acquisition, issuance, voting, registration, sale or transfer of any securities, (B) providing any Person with any preemptive right, right of participation, right of maintenance or similar right with respect to any securities, or (C) providing the Company with any right of first refusal with respect to, or right to repurchase, redeem, put or call, any securities; 4.10.17 any Contract relating to the creation of any Encumbrance (other than Permitted Encumbrances) with respect to any material asset of the Company or any Company Subsidiary; 4.10.18 any Contract providing for the sharing of revenues, profits, losses, costs, assets or liabilities; * Confidential treatment requested. 4.10.19 any Contract (A) containing “standstill” or similar provisions relating to transactions involving the acquisition, disposition or other transfer of assets or securities of the Company or any Company Subsidiary, or (B) providing any right of first negotiation, right of first refusal or similar right to any Person; 4.10.20 any material Contract related to the Product not already required to be listed in Section 4.10; 4.10.21 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 business; 4.10.22 any settlement or litigation “standstill” agreement; or 4.10.23 any other Contract, if a breach of such Contract or the termination of such Contract would reasonably be expected to have or result in a Material Adverse Effect. True and complete copies of each Contract disclosed in the Disclosure Schedule or required to be disclosed pursuant to this Section 4.10 (xiiieach a “Material Contract” and collectively, the “Material Contracts”) have been made available to Axcan. Each Material Contract to which the Company or any of the Company Subsidiaries is a party or any of its properties or assets (whether tangible or intangible) is subject is a legally valid and binding agreement of the Company or its Subsidiary, enforceable against the Company or the Company Subsidiaries in accordance with its terms, and is in full force and effect with respect to the Company or its Subsidiary, subject to (i) Laws of general application relating to bankruptcy, insolvency, moratorium or similar Laws affecting creditors’ rights and the relief of debtors and (ii) rules of Law and general principles of equity governing specific performance, injunctive relief and other equitable remedies (regardless of whether such enforceability is considered in a proceeding in equity or at law). The Company and the Company Subsidiaries are in material compliance with and have not materially breached, violated or defaulted under, or received written notice or notice via electronic mail that it has materially breached, violated or defaulted under, any of the terms or conditions of any such Material Contract. To the Knowledge of the Company, no party obligated to the Company pursuant to any such Material Contract has breached, violated or 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. There is no event or circumstance that with notice or lapse of time, or both, would be reasonably likely to (i) constitute a default by the Company or any Company Subsidiary or (to the knowledge of the Company) any other agreementparty under any Material Contract, contract (ii) result in a material violation or commitment that involves $250,000 individually breach of any of the provisions of any Material Contract by the Company or any Company Subsidiary or (to the knowledge of the Company) any other party, (iii) give the Company or any Company Subsidiary or (to the knowledge of the Company) any other Person the right to declare a default or exercise any remedy under any Material Contract, (iv) give the Company or any Company Subsidiary or (to the knowledge of the Company) any other Person * Confidential treatment requested. the right to receive or require a rebate, chargeback, penalty or change in delivery schedule under any Material Contract, (v) give the Company or any Company Subsidiary or (to the knowledge of the Company) any other Person the right to accelerate the maturity or performance of any Material Contract, or (vi) give the Company or any Company Subsidiary or (to the knowledge of the Company) any other Person the right to cancel, terminate or modify any Material Contract. Except as set forth in Sections 4.10.1-4.10.23 of the Disclosure Schedule, each Contract with a clinical research organization providing clinical trial services is terminable and may be discontinued by the Company at will (upon delivery of notice of not cancelable more than 90 calendar days) without penalty within thirty or cost (30other than reimbursement for previously incurred or committed expenses) daysin connection with the termination by the Company of the applicable research program to which such Contract relates or the preclinical or clinical development program to which such Contract relates. Each of the Contracts entered into to establish a clinical trial at any clinical site conforms in form substantially with the standard form used by the Company as of the date of such Contract. To the knowledge of the Company, there has not been any Material Adverse Effect to any clinical trial conducted by the Company or any Company Subsidiary resulting in whole or in part from the breach of any such Contracts by the clinical site or sponsor participating therein under any such Contracts. Sections 4.10.1-4.10.23 of the Disclosure Schedule sets forth all Company Contracts that relate to the Company’s license and development rights to the Product (the “Product Contracts”), and all such Product Contracts are valid, binding and enforceable (except as to the effect, if any, of (i) applicable bankruptcy and other similar laws affecting the rights of creditors generally and (ii) Legal Requirements governing specific performance, injunctive relief and other equitable remedies) in accordance with their terms against the Company, and, to the knowledge of the Company, each other party thereto, and are in full force and effect; neither the Company nor any Company Subsidiary has received any notice or other communication (in writing or, to the knowledge of the Company, otherwise) regarding any actual or possible violation or breach of, or default under any Product Contract, and the Company has not waived any of its material rights under any Product Contract; the Company has made available accurate and complete copies of each written Product Contract to Axcan; and neither the execution, delivery or performance of this Option Agreement, the Development Agreement and the Merger Agreement, nor the transactions contemplated thereunder will constitute or give rise to a default under any Product Contract or require the Consent of any other party to any Product Contract, except for those Consents included in the list on Sections 4.10.1-4.10.23 of the Disclosure Schedule.

Agreements, Contracts and Commitments. As of the date hereof, except (a) Except as set forth in Section 3.8 of MOZN the Disclosure Schedule, MOZN the Company is not a party to nor is it bound by: (i) any employment or consulting agreement, contract or commitment, other than confidentiality agreements, commitment with an employee or individual consultant or salesperson or consulting or sales agreement, contract or commitment with a firm or other organization, (ii) any agreement or plan, including, without limitation, any stock option plansplan, 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, (iii) any fidelity or surety bond or completion bond, (iv) any lease of personal property having a value individually in excess of $50,000 100,000 individually or $100,000 250,000 in the aggregate, (v) any agreement, contract or commitment containing any covenant limiting the freedom of MOZN the Company to engage in any line of business or to compete with any person, (vi) any agreement, contract or commitment relating to capital expenditures and involving future payments in excess of $250,000 100,000 individually or $1,000,000 250,000 in the aggregate, (vii) 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 MOZN and the MOZN SubsidiariesCompany's business, (viii) 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 or contract for the purchase of materials involving in excess of $100,000 individually or $250,000 individuallyin the aggregate, (x) any construction contracts involving future obligation of MOZN or any MOZN Subsidiary in excess of $250,000 individuallycontracts, (xi) any dealer, distribution, joint marketing or development agreement, (xii) any sales representative, original equipment manufacturer, value added, remarketer, reseller or independent software vendor or other agreement for use or distribution of the products Company's products, technology or services of MOZN or any MOZN Subsidiaryservices, or (xiii) any other agreement, contract or commitment that involves $100,000 individually or $250,000 individually in the aggregate or more or is not cancelable without penalty within thirty (30) days. (b) The Company is in compliance with and has not breached, violated or defaulted under, or received notice that it has breached, violated or defaulted under, any of the terms or conditions of any material agreement, contract, covenant, instrument, lease, license or commitment to which it is a party or by which it is bound (collectively a "CONTRACT"), nor do the Company or the Principal Shareholders have Knowledge of any event that would constitute such a breach, violation or default with the lapse of time, giving of notice or both. Each Contract, to the Company's knowledge, 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 in connection with the Merger or for such Contracts to remain in effect without modification after the Closing. Following the Effective Time, the Company will be permitted to exercise all of its rights under the Contracts without the payment of any additional amounts or consideration other than ongoing fees, royalties or payments which the Company would otherwise be required to pay had the transactions contemplated by this Agreement not occurred. (c) Any and all consents, waivers, assignments and approvals under any of the Contracts as may be required in connection with the Merger (all such consents, waivers and approvals are set forth in the Disclosure Schedule) so as to preserve all rights of, and benefits to, the Company thereunder have been obtained.

Agreements, Contracts and Commitments. As of the date hereof, except (a) Except as set forth in on Section 3.8 2.15(a) of MOZN the Disclosure Schedule, MOZN neither the Company nor any of the Company Subsidiaries is not a party to, or is bound by: (i) any employment or consulting agreement, contract or commitment, other than confidentiality agreements, commitment with an employee or 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 or consulting acceleration of obligations (including vesting of options or sales agreement, contract or commitment with a firm or other organization,otherwise) involving future payments in excess of $[*]; (ii) any agreement or plan, including, without limitation, any stock option plansplan, 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 the Company 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 therefor, 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,; (iii) any fidelity or surety bond or completion bond,; (iv) any lease of personal property having a value individually in excess of $50,000 [*] individually or $100,000 [*] in the aggregate,; (v) any agreement, contract or commitment containing any covenant limiting the freedom agreement of MOZN to engage in any line of business or to compete with any person,guaranty; (vi) any agreement, contract or commitment relating to capital expenditures and involving future payments in excess of $250,000 [*] individually or $1,000,000 [*] in the aggregate,; (vii) 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 MOZN and the MOZN Subsidiaries,Company’s business; (viii) any material mortgages, indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit,; CONFIDENTIAL TREATMENT REQUESTED (ix) any purchase order or contract for the purchase of materials involving payments in excess of $250,000 individually,[*] individually or $[*] in the aggregate; (x) any construction contracts involving future obligation of MOZN or any MOZN Subsidiary in excess of $250,000 individually, (xi) any partnership, dealer, distribution, joint marketing marketing, joint venture, joint development, strategic alliance, affiliate, development agreement or development similar agreement,, including, without limitation, any Contract pursuant to which the Company or any Company Subsidiary grants or has granted to any person the right to manufacture, develop or market the Product or any product containing levofloxacin compound; (xiixi) any sales representative, original equipment manufacturer, manufacturing, value added, remarketer, reseller reseller, or independent software vendor vendor, or other agreement for use or distribution of the products products, technology or services of MOZN the Company or any MOZN Subsidiaryof the Company Subsidiaries involving payments in excess of $[*] individually or $[*] in the aggregate; (xii) any Contract limiting in any respect the right of the Company or any of the Company Subsidiaries to engage or participate, oror compete with any person, in any line of business, market or geographic area, or to make use of any Proprietary Rights, 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 the Company Subsidiaries to sell, distribute or manufacture the Product; (xiii) any Contract with any clinical research organization providing clinical trial services for any clinical trial for any product containing inhaled levofloxacin compound; (xiv) any Contract that would require the consent of any Person in order to consummate any of the transactions contemplated by this Agreement, the Option Agreement, the Development Agreement or the License Agreement; (xv) any Contract required to be listed in Section 2.12 of the Disclosure Schedule; (xvi) any Contract (other than Contracts evidencing Company Options or Company Warrants) (A) relating to the acquisition, issuance, voting, registration, sale or transfer of any securities, (B) providing any Person with any preemptive right, right of participation, right of maintenance or similar right with respect to any securities, or (C) providing the Company or any Company Subsidiary with any right of first refusal with respect to, or right to repurchase, redeem, put or call, any securities; (xvii) any Contract relating to the creation of any Encumbrance (other than Permitted Encumbrances) with respect to any material asset of the Company or any Company Subsidiary; (xviii) any Contract providing for the sharing of revenues, profits, losses, costs, assets or liabilities; CONFIDENTIAL TREATMENT REQUESTED (xix) any Contract (A) containing “standstill” or similar provisions relating to transactions involving the acquisition, disposition or other transfer of assets or securities of the Company or any Company Subsidiary, or (B) providing any right of first negotiation, right of first refusal or similar right to any Person; (xx) any material Contract related to the Product not already required to be listed in Section 2.15(a); (xxi) 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 business; (xxii) any settlement or litigation “standstill” agreement; or (xxiii) any other Contract, contract if a breach of such Contract or commitment the termination of such Contract would reasonably be expected to have or result in a Material Adverse Effect. (b) True and complete copies of each Contract disclosed in the Disclosure Schedule or required to be disclosed pursuant to this Section 2.15 (each a “Material Contract” and collectively, the “Material Contracts”) have been made available to Acquiror. Each Material Contract to which the Company or any of the Company Subsidiaries is a party or any of its properties or assets (whether tangible or intangible) is subject is a legally valid and binding agreement of the Company or its Subsidiary, enforceable against the Company or the Company Subsidiaries in accordance with its terms, and is in full force and effect with respect to the Company or its Subsidiary, subject to (i) Laws of general application relating to bankruptcy, insolvency, moratorium or similar Laws affecting creditors’ rights and the relief of debtors and (ii) rules of Law and general principles of equity governing specific performance, injunctive relief and other equitable remedies (regardless of whether such enforceability is considered in a proceeding in equity or at law). The Company and the Company Subsidiaries are in material compliance with and have not materially breached, violated or defaulted under, or received written notice or notice via electronic mail that involves $250,000 individually it has materially breached, violated or defaulted under, any of the terms or conditions of any such Material Contract. To the Knowledge of the Company, no party obligated to the Company or any Company Subsidiary pursuant to any such Material Contract has breached, violated or 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. There is no event or circumstance that with notice or lapse of time, or both, would be reasonably likely to (i) constitute a default by the Company or any Company Subsidiary or (to the knowledge of the Company) any other party under any Material Contract, (ii) result in a material violation or breach of any of the provisions of any Material Contract by the Company or any Company Subsidiary or (to the knowledge of the Company) any other party, (iii) give the Company or any Company Subsidiary or (to the knowledge of the Company) any other Person the right to declare a default or exercise any remedy under any Material Contract, (iv) give the Company or any Company Subsidiary or (to the knowledge of the Company) any other Person the right to receive or require a rebate, chargeback, penalty or change in delivery [*] Confidential treatment requested. 55 CONFIDENTIAL TREATMENT REQUESTED schedule under any Material Contract, (v) give the Company or any Company Subsidiary or (to the knowledge of the Company) any other Person the right to accelerate the maturity or performance of any Material Contract, or (vi) give the Company or any Company Subsidiary or (to the knowledge of the Company) any other Person the right to cancel, terminate or modify any Material Contract. (c) Except as set forth in Section 2.15(c) to the Disclosure Schedule, each Contract with a clinical research organization providing clinical trial services is terminable and may be discontinued by the Company at will (upon delivery of notice of not cancelable more than ninety (90) calendar days) without penalty within thirty or cost (30other than reimbursement for previously incurred or committed expenses) daysin connection with the termination by the Company of the applicable research program to which such Contract relates or the preclinical or clinical development program to which such Contract relates. Each of the Contracts entered into to establish a clinical trial at any clinical site conforms in form substantially with the standard form used by the Company as of the date of such Contract. To the knowledge of the Company, there has not been any Material Adverse Effect to any clinical trial conducted by the Company or any Company Subsidiary resulting in whole or in part from the breach of any such Contracts by the clinical site or sponsor participating therein under any such Contracts. (d) Section 2.15(d) to the Disclosure Schedule sets forth all Company Contracts that relate to the Company’s license and development rights to the Product (the “Product Contracts”), and all such Product Contracts are valid, binding and enforceable (except as to the effect, if any, of (i) applicable bankruptcy and other similar laws affecting the rights of creditors generally and (ii) Legal Requirements governing specific performance, injunctive relief and other equitable remedies) in accordance with their terms against the Company or any Company Subsidiary, and, to the knowledge of the Company, each other party thereto, and are in full force and effect; neither the Company nor any Company Subsidiary has received any notice or other communication (in writing or, to the knowledge of the Company, otherwise) regarding any actual or possible violation or breach of, or default under any Product Contract, and the Company has not waived any of its material rights under any Product Contract; the Company has made available accurate and complete copies of each written Product Contract to Acquiror; and neither the execution, delivery or performance of this Agreement nor the transactions contemplated hereunder will constitute or give rise to a default under any Product Contract or require the Consent of any other party to any Product Contract, except for those Consents included in the list on Section 2.15(d) to the Disclosure Schedule.

Agreements, Contracts and Commitments. As of the date hereof, except (a) Except as set forth in Section 3.8 Sections 2.14(g), 2.14(h) or 2.15(a) of MOZN the Disclosure Schedule, MOZN the Company is not currently a party to nor is it currently bound by: (i) any employment or consulting agreement, contract or commitment, other than confidentiality agreements, commitment with an employee or individual consultant or salesperson or consulting or sales agreement, contract or commitment with a firm or other organization,; (ii) any agreement or plan, including, without limitation, any stock option plansplan, 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,; (iii) any fidelity or surety bond or completion bond,; (iv) any lease of personal property having a value individually in excess of US $50,000 10,000 individually or US $100,000 25,000 in the aggregate,; (v) any agreement, contract or commitment containing any covenant limiting the freedom of MOZN the Company to engage in any line of business or to compete with any person,; (vi) any agreement, contract or commitment relating to capital expenditures and involving future payments in excess of US $250,000 individually or $1,000,000 10,000 per annum in the aggregate,; (vii) any agreement, contract or commitment relating to the leasing, licensing, disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course of the business of MOZN and the MOZN Subsidiaries,Company's business; (viii) 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 or contract for the purchase of materials involving in excess of US $250,000 individually,3,000 individually or US $10,000 in the aggregate; (x) any construction contracts involving future obligation of MOZN or any MOZN Subsidiary in excess of $250,000 individually,contracts; (xi) any dealer, distribution, joint marketing or development agreement,; (xii) any sales representative, original equipment manufacturer, value added, remarketer, reseller or independent software vendor remarketer or other agreement for use or distribution of the Company's products or services, or the products or services of MOZN or any MOZN Subsidiary, person; or (xiii) any other agreement, contract or commitment that involves US $250,000 10,000 individually or US $25,000 in the aggregate or more or is not cancelable without penalty within thirty (30) days. (b) The Company is in compliance with and has not materially breached, violated or defaulted under, or received notice that it has breached, violated or defaulted under, any of the terms or conditions of any agreement, contract, covenant, instrument, lease, license or commitment to which the Company is a party or by which either is bound (collectively 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, to the knowledge of the Company and the Principal Shareholders, is not subject to any default thereunder by any party obligated to the Company pursuant thereto. No consents, waivers and approvals of parties to any Contract are required thereunder in connection with the Acquisition for such Contracts to remain in effect without modification after the Closing. Following the Closing, 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. As of the date hereof, except Except as set forth in Section 3.8 SECTION 2.14 of MOZN the Disclosure Schedule, MOZN neither the Company nor any of its Subsidiaries is not a party to, nor is it bound by: (ia) any employment or consulting agreement, contract or commitment, other than confidentiality agreements, commitment with an employee or individual consultant or salesperson salesperson, or consulting or sales agreement, contract contract, or commitment with a firm or other organization,; (iib) any agreement or plan, including, without limitation, any stock option plansplan, 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,; (iiic) any fidelity or surety bond or completion bond,; (ivd) any lease of personal property having a value individually in excess of $50,000 individually or $100,000 in the aggregate,; (ve) any agreement, contract agreement of indemnification or commitment containing any covenant limiting the freedom of MOZN to engage in any line of business or to compete with any person,guaranty; (vif) any agreement, contract or commitment relating to capital expenditures and involving future payments in excess of $250,000 50,000 individually or $1,000,000 100,000 in the aggregate,; (viig) 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 MOZN and the MOZN Subsidiaries,Company's business; (viiih) 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 materials, goods, services, or other items involving in excess of $250,000 individually,50,000 individually or $100,000 in the aggregate; (xj) any material construction contracts involving future obligation of MOZN or any MOZN Subsidiary in excess of $250,000 individually,contracts; (xik) any dealer, distribution, joint marketing or development agreement,; (xiil) any sales representative, original equipment manufacturer, manufacturing, value added, remarketer, reseller reseller, or independent software vendor vendor, or other agreement for use or distribution of the products products, technology or services of MOZN the Company or any MOZN Subsidiary, of its Subsidiaries; or (xiiim) any other agreement, contract or commitment that involves payment by the Company or any of its Subsidiaries of $250,000 50,000 individually or $100,000 in the aggregate or more and is not cancelable without penalty within thirty (30) days.

Agreements, Contracts and Commitments. As of the date hereof, except (a) Except as set forth in on Section 3.8 2.15(a) of MOZN the Disclosure Schedule, MOZN neither the Company nor any of the Company Subsidiaries is not a party to, or is bound by: (i) any employment or consulting agreement, contract or commitment, other than confidentiality agreements, commitment with an employee or 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 or consulting acceleration of obligations (including vesting of options or sales agreement, contract or commitment with a firm or other organization,otherwise) involving future payments in excess of $[*]; (ii) any agreement or plan, including, without limitation, any stock option plansplan, 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 the Company 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 therefor, 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,; (iii) any fidelity or surety bond or completion bond,; * Confidential treatment requested. (iv) any lease of personal property having a value individually in excess of $50,000 [*] individually or $100,000 [*] in the aggregate,; (v) any agreement, contract or commitment containing any covenant limiting the freedom agreement of MOZN to engage in any line of business or to compete with any person,guaranty; (vi) any agreement, contract or commitment relating to capital expenditures and involving future payments in excess of $250,000 [*] individually or $1,000,000 [*] in the aggregate,; (vii) 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 MOZN and the MOZN Subsidiaries,Company’s business; (viii) any material mortgages, indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit,; (ix) any purchase order or contract for the purchase of materials involving payments in excess of $250,000 individually,[*] individually or $[*] in the aggregate; (x) any construction contracts involving future obligation of MOZN or any MOZN Subsidiary in excess of $250,000 individually, (xi) any partnership, dealer, distribution, joint marketing marketing, joint venture, joint development, strategic alliance, affiliate, development agreement or development similar agreement,, including, without limitation, any Contract pursuant to which the Company or any Company Subsidiary grants or has granted to any person the right to manufacture, develop or market the Product or any product containing levofloxacin compound; (xiixi) any sales representative, original equipment manufacturer, manufacturing, value added, remarketer, reseller reseller, or independent software vendor vendor, or other agreement for use or distribution of the products products, technology or services of MOZN the Company or any MOZN Subsidiaryof the Company Subsidiaries involving payments in excess of $[*] individually or $[*] in the aggregate; (xii) any Contract limiting in any respect the right of the Company or any of the Company Subsidiaries to engage or participate, oror compete with any person, in any line of business, market or geographic area, or to make use of any Proprietary Rights, 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 the Company Subsidiaries to sell, distribute or manufacture the Product; (xiii) any Contract with any clinical research organization providing clinical trial services for any clinical trial for any product containing inhaled levofloxacin compound; (xiv) any Contract that would require the consent of any Person in order to consummate any of the transactions contemplated by this Agreement, the Option Agreement, the Development Agreement or the License Agreement; * Confidential treatment requested. (xv) any Contract required to be listed in Section 2.12 of the Disclosure Schedule; (xvi) any Contract (other than Contracts evidencing Company Options or Company Warrants) (A) relating to the acquisition, issuance, voting, registration, sale or transfer of any securities, (B) providing any Person with any preemptive right, right of participation, right of maintenance or similar right with respect to any securities, or (C) providing the Company or any Company Subsidiary with any right of first refusal with respect to, or right to repurchase, redeem, put or call, any securities; (xvii) any Contract relating to the creation of any Encumbrance (other than Permitted Encumbrances) with respect to any material asset of the Company or any Company Subsidiary; (xviii) any Contract providing for the sharing of revenues, profits, losses, costs, assets or liabilities; (xix) any Contract (A) containing “standstill” or similar provisions relating to transactions involving the acquisition, disposition or other transfer of assets or securities of the Company or any Company Subsidiary, or (B) providing any right of first negotiation, right of first refusal or similar right to any Person; (xx) any material Contract related to the Product not already required to be listed in Section 2.15(a); (xxi) 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 business; (xxii) any settlement or litigation “standstill” agreement; or (xxiii) any other Contract, contract if a breach of such Contract or commitment the termination of such Contract would reasonably be expected to have or result in a Material Adverse Effect. (b) True and complete copies of each Contract disclosed in the Disclosure Schedule or required to be disclosed pursuant to this Section 2.15 (each a “Material Contract” and collectively, the “Material Contracts”) have been made available to Acquiror. Each Material Contract to which the Company or any of the Company Subsidiaries is a party or any of its properties or assets (whether tangible or intangible) is subject is a legally valid and binding agreement of the Company or its Subsidiary, enforceable against the Company or the Company Subsidiaries in accordance with its terms, and is in full force and effect with respect to the Company or its Subsidiary, subject to (i) Laws of general application relating to bankruptcy, insolvency, moratorium or similar Laws affecting creditors’ rights and the relief of debtors and (ii) rules of Law and general principles of equity governing specific performance, injunctive relief and other equitable remedies (regardless of whether such enforceability is considered in a proceeding in equity or at law). The Company and the Company Subsidiaries are in material * Confidential treatment requested. compliance with and have not materially breached, violated or defaulted under, or received written notice or notice via electronic mail that involves $250,000 individually it has materially breached, violated or defaulted under, any of the terms or conditions of any such Material Contract. To the Knowledge of the Company, no party obligated to the Company or any Company Subsidiary pursuant to any such Material Contract has breached, violated or 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. There is no event or circumstance that with notice or lapse of time, or both, would be reasonably likely to (i) constitute a default by the Company or any Company Subsidiary or (to the knowledge of the Company) any other party under any Material Contract, (ii) result in a material violation or breach of any of the provisions of any Material Contract by the Company or any Company Subsidiary or (to the knowledge of the Company) any other party, (iii) give the Company or any Company Subsidiary or (to the knowledge of the Company) any other Person the right to declare a default or exercise any remedy under any Material Contract, (iv) give the Company or any Company Subsidiary or (to the knowledge of the Company) any other Person the right to receive or require a rebate, chargeback, penalty or change in delivery schedule under any Material Contract, (v) give the Company or any Company Subsidiary or (to the knowledge of the Company) any other Person the right to accelerate the maturity or performance of any Material Contract, or (vi) give the Company or any Company Subsidiary or (to the knowledge of the Company) any other Person the right to cancel, terminate or modify any Material Contract. (c) Except as set forth in Section 2.15(c) to the Disclosure Schedule, each Contract with a clinical research organization providing clinical trial services is terminable and may be discontinued by the Company at will (upon delivery of notice of not cancelable more than ninety (90) calendar days) without penalty within thirty or cost (30other than reimbursement for previously incurred or committed expenses) daysin connection with the termination by the Company of the applicable research program to which such Contract relates or the preclinical or clinical development program to which such Contract relates. Each of the Contracts entered into to establish a clinical trial at any clinical site conforms in form substantially with the standard form used by the Company as of the date of such Contract. To the knowledge of the Company, there has not been any Material Adverse Effect to any clinical trial conducted by the Company or any Company Subsidiary resulting in whole or in part from the breach of any such Contracts by the clinical site or sponsor participating therein under any such Contracts. (d) Section 2.15(d) to the Disclosure Schedule sets forth all Company Contracts that relate to the Company’s license and development rights to the Product (the “Product Contracts”), and all such Product Contracts are valid, binding and enforceable (except as to the effect, if any, of (i) applicable bankruptcy and other similar laws affecting the rights of creditors generally and (ii) Legal Requirements governing specific performance, injunctive relief and other equitable remedies) in accordance with their terms against the Company or any Company Subsidiary, and, to the knowledge of the Company, each other party thereto, and are in full force and effect; neither the Company nor any Company Subsidiary has received any notice or other communication (in writing or, to the knowledge of the Company, otherwise) regarding any actual or possible violation or breach of, or default under any Product Contract, and the Company has not waived any of its material rights under any Product Contract; the Company has made available accurate and complete copies of each written Product Contract to Acquiror; and * Confidential treatment requested. neither the execution, delivery or performance of this Agreement nor the transactions contemplated hereunder will constitute or give rise to a default under any Product Contract or require the Consent of any other party to any Product Contract, except for those Consents included in the list on Section 2.15(d) to the Disclosure Schedule.

Agreements, Contracts and Commitments. As of the date hereof, except Except as set forth in Section 3.8 of MOZN Disclosure Scheduleon ------------------------------------- Schedule 2.17(a), MOZN the Company does not have, is not a party to nor is it bound by: (i) any collective bargaining agreements, (ii) any employment or consulting agreement, contract or commitmentcommitment with any officer, director, employee or member of the Company's Board of Directors, other than confidentiality agreementsthose that are terminable by the Company, (iii) any bonus, deferred compensation, pension, profit sharing or retirement plans, or any other employee benefit plans or arrangements, (iv) any employment or consulting agreement with an employee or individual consultant or salesperson or consulting or sales agreement, contract or commitment with under which a firm or other organizationorganization provides services to the Company, (iiv) any agreement or plan, including, without limitation, any stock option plansplan, 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, (iiivi) any fidelity or surety bond or completion bond, (ivvii) any lease of personal property having a value individually in excess of $50,000 or $100,000 in the aggregate10,000, (vviii) any agreement, contract agreement of indemnification or commitment guaranty, (ix) any agreement containing any covenant limiting the freedom of MOZN the Company to engage in any line of business or to compete with any person, (vix) any agreement, contract or commitment agreement relating to capital expenditures and involving future payments in excess of $250,000 individually or $1,000,000 in the aggregate25,000, (viixi) any agreement, contract or commitment agreement relating to the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course of the business of MOZN and the MOZN SubsidiariesCompany's business, (viiixii) 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, (ixxiii) any purchase order or contract for the purchase of materials involving in excess of $250,000 individually25,000 or more, (xxiv) any construction contracts involving future obligation of MOZN or any MOZN Subsidiary in excess of $250,000 individuallycontracts, (xixv) any dealer, distribution, joint marketing (including any pilot program), development, content provider, destination site or development merchant agreement, (xiixvi) 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, (xvii) any sales representative, original equipment manufacturer, value added, remarketer, reseller or independent software vendor remarketer or other agreement for use or distribution of the Company's products or services, or the products or services of MOZN any other person or entity, (xviii) any agreement pursuant to which the Company has advanced or loaned any amount to any shareholder of the Company or any MOZN Subsidiarydirector, officer, employee, or consultant other than business travel advances in the ordinary course of business consistent with past practice, or (xiiixix) any other agreement, contract or commitment agreement that involves $250,000 individually 25,000 or more or is not cancelable without penalty within thirty ninety (3090) days. 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 2.17(b), the Company has not breached, violated or defaulted under in any material respect, or 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 2.17(a), Schedule 2.14(b) or Schedule 2.14(c) (any such agreement, contract or commitment, a "Contract"). Each Contract is in full force and -------- effect and, except as otherwise disclosed in Schedule 2.17(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. As of the date hereof, except (a) Except as set forth in Section 3.8 2.13(a) of MOZN the Disclosure Schedule, MOZN the Company is not a party to nor is it bound by: (i) any employment or consulting agreement, contract or commitment, other than confidentiality agreements, commitment with an employee or individual consultant or salesperson or consulting or sales agreement, contract or commitment with a firm or other organization,; (ii) any agreement or plan, including, without limitation, any stock option plansplan, 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,; (iii) any fidelity or surety bond or completion bond,; (iv) any lease of personal property having a value individually in excess of $50,000 individually or $100,000 in the aggregate,; (v) any agreement, contract or commitment containing any covenant limiting the freedom of MOZN to engage in any line of business or to compete with any person, (vi) any agreement, contract or commitment relating to capital expenditures and involving future payments in excess of $250,000 50,000 individually or $1,000,000 100,000 in the aggregate,; (viivi) 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 MOZN and the MOZN Subsidiaries,enterprise; (viiivii) any mortgagesmortgage, indenturesindenture, loans guarantee, loan or credit agreementsagreement, security agreements agreement, capital lease or other agreements agreement or instruments instrument relating to the borrowing of money or extension of credit,; (ixviii) any purchase order or contract for the purchase of materials involving in excess of $250,000 individually,50,000 individually or $100,000 in the aggregate; (ix) any construction contract; (x) any construction contracts involving future obligation of MOZN or any MOZN Subsidiary in excess of $250,000 individually, (xi) any dealer, distribution, joint marketing or development agreement,; (xiixi) any sales representative, original equipment manufacturer, value added, remarketer, reseller or independent software vendor or other agreement for use or distribution of the products Company's products, technology or services of MOZN or any MOZN Subsidiary, services; or (xiiixii) any other agreement, contract contract, license or commitment that involves in excess of $250,000 50,000 individually or $100,000 in the aggregate and is not cancelable without penalty within thirty (30) daysdays (each of the items in this Section 2.13(a), including all amendments, modifications, or supplements thereto, a "CONTRACT," and collectively, "CONTRACTS"). (b) Except as noted on Section 2.13(b) to the Disclosure Schedule, each Contract is in full force and effect, and (i) there exists no default or event of default or event, occurrence, condition or act (including the consummation of the transactions contemplated by this Agreement or the Related Agreements) on the part of the Company, or to the Knowledge of the Company on the part of any other party thereto, which, with the giving of notice, the lapse of time or the happening of any other event or condition, would become a default or event of default thereunder that individually or in the aggregate, would have a Company Material Adverse Effect; (ii) no approval or consent of, or notice to, any person or entity is needed in order that each Contract shall continue in full force and effect in accordance with its terms without penalty, acceleration or rights of early termination by reason of the consummation of the transactions contemplated by this Agreement and the Related Agreements the failure of which to obtain individually or in the aggregate would have a Company -33- Material Adverse Effect; and (iii) the consummation of the transactions contemplated by this Agreement or the Related Agreements will not alter in any material respect the rights and obligations of any of the parties to any Contract.

Agreements, Contracts and Commitments. As of the date hereof, except as set forth in Section 3.8 of MOZN Disclosure Schedule, MOZN (a) The Company is not a party to, nor is it bound by: (i) any employment Employment Agreement or consulting agreementany other employment, contract or commitment, other than confidentiality agreements, with an employee or individual consultant or salesperson or consulting or sales agreement, contract or commitment with a firm or other organization,severance Contract material to the Company and its continuing business and operations; (ii) any agreement Contract or plan, including, without limitation, any stock option plansCompany 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 except as required 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,; (iii) any fidelity or surety bond or completion bond, (iv) other than the Lease Agreements, any lease of personal property having a value individually in excess of $50,000 10,000 individually or $100,000 25,000 in the aggregate,; (viv) any agreement, contract or commitment containing any covenant limiting the freedom of MOZN to engage in any line of business or to compete with any person, (vi) any agreement, contract or commitment Contract relating to capital expenditures and involving future payments in excess of $250,000 10,000 individually or $1,000,000 25,000 in the aggregate,; (viiv) any agreement, contract or commitment Contract relating to the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course of the business of MOZN and the MOZN Subsidiaries,Company’s businesses; (viiivi) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or money, extension of credit,credit or security interest; (ixvii) any pending purchase order or contract Contract for the purchase of materials involving in excess of $250,000 individually,10,000 individually or $25,000 in the aggregate; (viii) any powers of attorney; (ix) any agreement containing any price protection, “most favored nation” or similar provisions; (x) any construction contracts involving future obligation of MOZN partnership, joint venture, strategic alliance or any MOZN Subsidiary in excess of $250,000 individually,similar agreement; (xi) any Contract to which an Interested Party is a party; (xii) any dealer, distribution, joint marketing or marketing, development agreement, (xii) any , sales representative, original equipment manufacturer, value added, remarketer, reseller reseller, or independent software vendor vendor, or other agreement for use marketing, sales, provision or distribution of the products or services of MOZN or any MOZN Subsidiary, Company’s Products; or (xiii) any other agreementContract, contract including any service, operating or commitment management agreement or arrangement with respect to any of their properties (whether leased or owned), that involves $250,000 10,000 individually or $25,000 in the aggregate or more and is not cancelable without penalty within thirty (30) days. (b) Following the Effective Time, and, if applicable, the effective time of the Second Merger, none of Parent, the Interim Surviving Corporation or the Surviving Entity shall have any additional liability, expense or future payment obligations related to the Contracts listed on Section 3.14(a) of the Company Disclosure Schedule or the Inbound Agreements and Outbound Agreements other than the obligations expressly stated in such Contracts. (c) The Company is in compliance in all material respects with and has not breached, violated or defaulted under in any material respect, or received notice that it has breached, violated or defaulted under, any of the terms or conditions of any Contract, nor has there occurred any event or condition that could 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 the Company is not subject to any 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 subject to any default thereunder. (d) The Company has delivered to Parent true, correct and complete copies of all Contracts listed in Section 3.14 of the Company Disclosure Schedule and the Inbound Agreements and Outbound Agreements, including all amendments, supplements, exhibits and ancillary agreements.

Agreements, Contracts and Commitments. As of the date hereof, except (a) Except as contemplated by this Agreement or as set forth in Section 3.8 Schedule 3.15(a) of MOZN the Company Disclosure Schedule, MOZN neither the Company nor any of the Company Subsidiaries is not a party to or bound byby any of the following, which are subsisting or outstanding or in respect of which the Company or any of the Company Subsidiaries has any current or potential future Liability: (i) any employment or consulting agreement, contract or commitment, other than confidentiality agreements, with an employee or individual consultant or salesperson or consulting or sales agreement, contract or commitment with a firm or other organization,Contract that was entered into outside the Ordinary Course of Business; (ii) any agreement collective bargaining agreement; (iii) any Contract that contains any redundancy or severance pay or creates post-employment Liabilities; (iv) any Contract or plan, including, without limitation, any stock option plansplan, 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,; (iiiv) any fidelity or surety bond or completion bond,; (ivvi) any Contract or group of related Contracts for the lease of personal property having a value individually in excess of $50,000 5,000 individually or $100,000 25,000 in the aggregate,; (vvii) any agreement, contract or commitment containing any covenant limiting the freedom lease of MOZN to engage in any line of business or to compete with any person,real property; (viviii) any agreement, contract Contract of indemnification or guarantee; (ix) any Contract or commitment relating to capital expenditures and involving future payments in excess of $250,000 individually or $1,000,000 in the aggregate,5,000; (viix) any agreement, contract Contract or commitment relating to the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course Ordinary Course of the business of MOZN and the MOZN Subsidiaries,Business; (viiixi) any mortgages, indentures, guarantees, loans or credit agreements, security agreements agreements, or other agreements or instruments relating to the borrowing of money or money, extension of credit,, or creation of Indebtedness; (ixxii) any purchase order or contract Contract for the purchase of materials involving payments in excess of $250,000 individually,10,000 individually or $50,000 in the aggregate; (xxiii) any construction contracts involving future obligation of MOZN or any MOZN Subsidiary in excess of $250,000 individually,Contracts; (xixiv) any partnership, dealer, distribution, agency, joint marketing marketing, joint venture, strategic alliance, affiliate, development Contract or development agreement,similar Contract or any Contract which is or contains a power of attorney given by the Company or any of the Company Subsidiaries; (xiixv) any Contract or commitment to alter the Company’s interest in any corporation, association, joint venture, partnership or Entity in which the Company directly or indirectly holds any interest; (xvi) any sales representative, original equipment manufacturer, manufacturing, value added, remarketer, reseller reseller, or independent software vendor vendor, or other agreement Contract for manufacturing, use or distribution of the products products, technology, or services of MOZN the Company or any MOZN Subsidiaryof the Company Subsidiaries; (xvii) any nondisclosure, confidentiality, or similar Contract, other than those entered into with any actual or prospective customer, distributor, or vendor in the Ordinary Course of Business; (xviii) any Contracts terminable by the counterparty thereto upon an assignment or change in control of the Company or any of the Company Subsidiaries or requiring notification to counterparties in the event of assignment or change in control of the Company or any of the Company Subsidiaries; (xix) any Contract pursuant to which any exclusive licenses or rights (including, without limitation, covenants not to xxx or non-assertion provisions) in or to the Company Intellectual Property are granted by the Company or any of the Company Subsidiaries; (xx) any Contract pursuant to which any exclusive licenses or rights to Intellectual Property Rights are granted to the Company or any of the Company Subsidiaries; (xxi) other than nondisclosure and confidentiality Contracts entered into in the Ordinary Course of Business and containing standard terms and conditions, all licenses, sublicenses and other Contracts to which the Company or any of the Company Subsidiaries is a party and pursuant to which the Company or any of its Subsidiaries acquired or is authorized to use any Technology or Intellectual Property Rights of a third party, other than Open Source Materials (and excluding non exclusive licenses to Intellectual Property Rights owned by third parties granted to the Company or any of the Company Subsidiaries in the Ordinary Course of Business, where the license is merely incidental to the transaction contemplated in such Contract, the commercial purpose of which is something other than such license, such as a sales or marketing Contract that includes an incidental license to use the third party’s Trademarks in advertising and selling the third party’s products or otherwise performing under such Contract); (xxii) any Contract, other than with employees of the Company or any of the Company Subsidiaries, providing for the development of any Company Product or other Technology, independently or jointly, by or for the Company and the Company Subsidiaries; (xxiii) any Contract limiting in any respect the right of the Company or any of the Company 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 the Company Subsidiaries to sell, distribute or manufacture any Company Product or to purchase or otherwise obtain any software, components, parts or services; (xxiv) any Contract with any Governmental Entity; (xxv) any agreement or arrangement to which the following provisions of the Companies Act apply: section 317, section 320, and/or section 330; (xxvi) any settlement or litigation “standstill” agreement; or (xiiixxvii) any other agreement, contract Contract or commitment not otherwise disclosed in Schedule 3.15(a) of the Company Disclosure Schedule that involves payments in excess of $250,000 5,000 individually or $25,000 in the aggregate; (b) True and complete copies of each Contract set forth (or required to be set forth) in Schedule 3.15 of the Company Disclosure Schedule, each a “Material Contract” and collectively, the “Material Contracts”) have been delivered or made available to Parent. Each Material Contract is a valid and binding agreement of the Company or a Company Subsidiary, as applicable, is enforceable against the Company or a Company Subsidiary and each other party thereto in accordance with its terms, and is in full force and effect with respect to the Company or the Company Subsidiary. The Company and each of the Company Subsidiaries, as applicable, are in compliance with and have not cancelable without penalty within thirty breached, violated, or defaulted under, or received written notice or notice via electronic mail that it has breached, violated, or defaulted under, any of the terms or conditions of any such Material Contract. No party obligated to the Company or a Company Subsidiary pursuant to any such Material Contract has breached, violated, or 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 party. (30c) daysSchedule 3.15(c) of the Company Disclosure Schedule includes a list of any Contracts that contain uncapped indemnification obligations for any current or potential future Liability of the Company or any of the Company Subsidiaries.

Agreements, Contracts and Commitments. As of the date hereof, except Except as set forth in Section 3.8 SECTION 2.14 of MOZN the Disclosure ScheduleSchedule (specifying the appropriate paragraph), MOZN the Company is not a party to, nor is it bound by:by any of the following (each, a "MATERIAL CONTRACT"): (ia) any employment or consulting agreement, contract or commitment, other than confidentiality agreements, commitment with an employee or individual consultant or salesperson salesperson, or consulting or sales agreement, contract contract, or commitment with a firm or other organization,; (iib) any agreement or plan, including, without limitation, any stock option plansplan, 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,; (iiic) any fidelity or surety bond or completion bond,; (ivd) any lease of personal property having a value individually in excess of $50,000 15,000 individually or $100,000 37,500 in the aggregate,; (ve) any agreement, contract agreement of indemnification or commitment containing any covenant limiting the freedom of MOZN to engage in any line of business or to compete with any person,guaranty; (vif) any agreement, contract or commitment relating to capital expenditures and involving future payments in excess of $250,000 15,000 individually or $1,000,000 37,500 in the aggregate,; (viig) 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 MOZN and the MOZN Subsidiaries,Company's business; (viiih) 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 in excess of $250,000 individually,15,000 individually or $37,500 in the aggregate; (xj) any construction contracts involving future obligation of MOZN agreement containing covenants or other obligations granting any MOZN Subsidiary in excess of $250,000 individually,person exclusive rights, "most favored nations" or similar terms; (xik) any dealer, distribution, joint marketing or development agreement,; (xiil) any sales representative, original equipment manufacturer, manufacturing, value added, remarketer, reseller reseller, or independent software vendor vendor, or other agreement for use or distribution of the products products, technology or services of MOZN or the Company; (m) any MOZN Subsidiary, IP Agreements; or (xiiin) any other agreement, contract or commitment that involves $250,000 15,000 individually or $37,500 in the aggregate or more and is not cancelable without penalty within thirty (30) days.

Agreements, Contracts and Commitments. As of the date hereof, except (a) Except as set forth in Section 3.8 2.15 of MOZN the Disclosure ScheduleSchedule (specifying the appropriate subparagraph), MOZN the Company is not a party to, nor is it bound by:by any of the following (each, a “Material Contract”): (i) any employment or consulting agreement, contract or commitment, other than confidentiality agreements, commitment with an employee or individual consultant or salesperson salesperson, or consulting or sales agreement, contract contract, or commitment with a firm or other organization,; (ii) any agreement or plan, including, without limitation, any stock option plansplan, 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,; (iii) any fidelity or fidelity, surety bond or completion bond,; (iv) any lease of personal property having a value individually in excess of $50,000 individually or $100,000 in the aggregate,; (v) any agreement, contract agreement of indemnification or commitment containing any covenant limiting the freedom of MOZN to engage in any line of business or to compete with any person,guaranty; (vi) any agreement, contract or commitment relating to capital expenditures and involving future payments in excess of $250,000 50,000 individually or $1,000,000 100,000 in the aggregate,; (vii) 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 MOZN and the MOZN Subsidiaries,Company’s business; (viii) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit,; (ix) any purchase order or contract for the purchase of materials or services involving in excess of $250,000 individually,50,000 individually or $100,000 in the aggregate; (x) any construction contracts involving agreement containing covenants or other obligations granting or containing or that otherwise subjects the Company to any current or future obligation commitments regarding exclusive rights, non-competition, “most favored nations,” restriction on the operation or scope of MOZN its businesses or any MOZN Subsidiary in excess of $250,000 individually,operations, or similar terms; (xi) any dealer, distribution, marketing, development or joint marketing or development venture agreement,; (xii) any sales representative, original equipment manufacturer, manufacturing, value added, remarketer, reseller reseller, or independent software vendor vendor, or other agreement for use or distribution of the products products, technology or services of MOZN the Company; (xiii) any Contracts and licenses, including out-bound licenses and application service agreements with respect to Company’s products and services, with the Company’s customers; (xiv) any agreement that is royalty bearing; (xv) any Contract with respect to any Technology or Intellectual Property rights, including, without limitation, any MOZN Subsidiary“inbound” licenses, “outbound” licenses and cross licenses, but excluding (1) non-exclusive inbound licenses and purchase agreements for commercial off-the- shelf software that is generally available on non-discriminatory pricing terms for a cost of not more than $5,000 for a perpetual license for a single user or work station or $50,000 in the aggregate for all users and work stations (“Shrink-Wrap Code”), (2) non-disclosure agreements entered into in the ordinary course of business that do not materially differ in substance from the Company’s standard form of non-disclosure agreement, and (3) customer Contracts and licenses that are otherwise required to be listed pursuant to Section 2.15(a)(xiii) hereof; or (xiiixvi) any other agreement, contract or commitment that involves $250,000 50,000 individually or $100,000 in the aggregate or more and is not cancelable without penalty within thirty (30) days. (b) Section 2.15(b) of the Disclosure Schedule identifies whether any Material Contracts will expire, terminate or may be terminated by either party thereto, solely by the passage of time or at the election of either party, within the period ending on the Termination Date.

Agreements, Contracts and Commitments. As of the date hereof, except (a) Except as set forth in Section 3.8 or excepted from (by virtue of MOZN the specific exclusions contained in SECTIONS 2.13(g) or 2.13(h) of the Disclosure Schedule) SECTIONS 2.13(g) and 2.13(h) of the Disclosure Schedule, MOZN or as set forth in SECTION 2.14(a) of the Disclosure Schedule, neither the Company nor the Subsidiary is not a party to nor are any of them bound by: (i) any employment or consulting agreement, contract or commitment, other than confidentiality agreements, with an employee or individual consultant or salesperson or consulting or sales agreement, contract or commitment with a firm or other organization, (ii) any agreement or plan, including, without limitation, any stock option plansplan, 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,; (iii) any fidelity or surety bond or completion bond,; (iv) any lease of personal property having a value individually in excess of $50,000 25,000 individually or $100,000 50,000 in the aggregate,; (v) any agreement, contract or commitment containing any covenant limiting the freedom of MOZN to engage in any line of business or to compete with any person, (vi) any agreement, contract or commitment relating to capital expenditures and involving future payments in excess of $250,000 25,000 individually or $1,000,000 100,000 in the aggregate,; (viivi) any agreement, contract or commitment relating to the disposition or acquisition of assets with a value in excess of $100,000 or any interest in any business enterprise outside the ordinary course of the business of MOZN and Company's or the MOZN Subsidiaries,Subsidiary's business; (viiivii) 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,; (ixviii) any purchase order or contract for the purchase of materials involving in excess of $250,000 individually,25,000 individually or $100,000 in the aggregate; (ix) any construction contracts; (x) any construction contracts involving future obligation of MOZN or any MOZN Subsidiary in excess of $250,000 individually, (xi) any dealer, distribution, joint marketing or development agreement,; (xiixi) any sales representative, original equipment manufacturer, value added, remarketer, reseller or independent software vendor or other agreement for use or distribution of the products Company's or services of MOZN the Subsidiary's products, technology or any MOZN Subsidiary, services; or (xiiixii) any other agreement, contract or commitment that involves $250,000 25,000 individually or $100,000 in the aggregate or more and is not cancelable without penalty within thirty (30) days.

Agreements, Contracts and Commitments. As of the date hereof, except (a) Except as set forth in Section 3.8 of MOZN Disclosure Scheduleon Schedule 2.12(a), MOZN the Company does not have, is not a party to nor is it bound by: (i) any collective bargaining agreements, (ii) any agreements or arrangements (other than legally mandated requirements such as COBRA) that contain any severance pay or post-employment liabilities or obligations, (iii) any bonus, deferred compensation, pension, profit sharing or retirement plans, or any other employee benefit plans or arrangements, (iv) any employment or consulting agreement, contract or commitment, other than confidentiality agreements, agreement with an employee or individual consultant or salesperson or consulting or sales agreement, contract or commitment agreement with a firm or other organization, (iiv) any agreement or plan, including, without limitation, any stock option plansplan, 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, (iiivi) any fidelity or surety bond or completion bond, (ivvii) any lease of personal property having a value individually in excess of $50,000 or $100,000 in the aggregate10,000, (vviii) any agreement, contract agreement of indemnification or commitment guaranty, (ix) any agreement containing any covenant limiting the freedom of MOZN the Company to engage in any line of business or to compete with any person, (vix) any agreement, contract or commitment agreement relating to capital expenditures and involving future payments in excess of $250,000 individually or $1,000,000 in the aggregate10,000, (viixi) any agreement, contract or commitment agreement relating to the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course of the business of MOZN and the MOZN SubsidiariesCompany's business, (viiixii) 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, (ixxiii) any purchase order or contract for the purchase of raw materials involving in excess of $250,000 individually10,000 or more, (xxiv) any construction contracts involving future obligation of MOZN or any MOZN Subsidiary in excess of $250,000 individuallycontracts, (xixv) any dealer, distribution, joint marketing or development agreement, (xiixvi) any sales representativeagreement pursuant to which the Company has granted or may grant in the future, original equipment manufacturer, value added, remarketer, reseller to any party a source-code license or independent software vendor option or other agreement for right to use or distribution of the products or services of MOZN or any MOZN Subsidiaryacquire source-code, or (xiiixvii) any other agreement that involves $10,000. (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) or would not 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 breached, violated or defaulted under, any of the terms or conditions of any agreement, contract or commitment that involves $250,000 individually required to be set forth on Schedule 2.12 (a) (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 cancelable without penalty within thirty (30) dayssubject to any default thereunder of which the Company has knowledge by any party obligated to the Company pursuant thereto.

Agreements, Contracts and Commitments. As (a) Except as set forth in or excepted from (by virtue of the date hereofspecific exclusions contained in Section 2.12(g) or Section 2.12(h) of the Disclosure Schedule) Sections 2.12(g) and 2.12(h) of the Disclosure Schedule, except or as set forth in Section 3.8 2.13(a) of MOZN the Disclosure Schedule, MOZN the Company is not a party to nor is it bound by: (i) any employment or consulting agreement, contract or commitment, other than confidentiality agreements, commitment with an employee or individual consultant or salesperson or consulting or sales agreement, contract or commitment with a firm or other organization,; (ii) any agreement or plan, including, without limitation, any stock option plansplan, 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,; (iii) any fidelity or surety bond or completion bond,; (iv) any lease of personal property having a value individually in excess of $50,000 25,000 individually or $100,000 in the aggregate,; (v) any agreement, contract or commitment containing any covenant limiting the freedom of MOZN to engage in any line of business or to compete with any person, (vi) any agreement, contract or commitment relating to capital expenditures and involving future payments in excess of $250,000 25,000 individually or $1,000,000 100,000 in the aggregate,; (viivi) 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 MOZN and the MOZN Subsidiaries,Company's business; (viiivii) 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,; (ixviii) any purchase order or contract for the purchase of materials involving in excess of $250,000 individually,25,000 individually or $100,000 in the aggregate; (ix) any construction contracts; (x) any construction contracts involving future obligation of MOZN or any MOZN Subsidiary in excess of $250,000 individually, (xi) any dealer, distribution, joint marketing or development agreement,; (xiixi) any sales representative, original equipment manufacturer, value added, remarketer, reseller or independent software vendor or other agreement for use or distribution of the products Company's products, technology or services of MOZN or any MOZN Subsidiary, services; or (xiiixii) any other agreement, contract or commitment that involves $250,000 25,000 individually or $100,000 in the aggregate or more and is not cancelable without penalty within thirty (30) days.

Agreements, Contracts and Commitments. As of the date hereof, except (a) Except as set forth in Section 3.8 Sections 2.13(g), 2.13(h) or 2.14(a) of MOZN the Company Disclosure Schedule, MOZN the Company is not a party to nor is it bound by: (i) any agreements or arrangements that contain any severance pay or post-employment liabilities or obligations exceeding $25,000, (ii) any bonus, deferred compensation, pension, profit sharing or retirement plans, or any other employee benefit plans or arrangements, (iii) any employment or consulting agreement, contract or commitment, other than confidentiality agreements, commitment with an employee or individual consultant or salesperson or consulting or sales agreement, contract or commitment with a firm or other organizationorganization involving payments in excess of $10,000, (iiiv) any agreement or plan, including, without limitation, any stock option plansplan, stock appreciation rights plan or stock purchase planplan other than the 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, (iiiv) any fidelity or surety bond or completion bond, (ivvi) any lease of personal property having a value individually in excess of $50,000 or $100,000 in the aggregate50,000, (vvii) any agreement, contract agreement of indemnification or commitment containing any covenant limiting the freedom of MOZN to engage in any line of business or to compete with any personguaranty, (viviii) any agreement, contract or commitment relating to capital expenditures and involving future payments in excess of $250,000 25,000 individually or $1,000,000 50,000 in the aggregate, (viiix) any agreement, contract or commitment relating to the disposition or acquisition of material assets or any material interest in any business enterprise outside the ordinary course of the business of MOZN and the MOZN SubsidiariesCompany's business, (viiix) 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 $25,000 individually or $50,000 in the aggregate, (ixxi) any purchase order or contract for the purchase of materials involving in excess of $250,000 individually25,000 individually or $50,000 in the aggregate, (xxii) any construction contracts involving future obligation of MOZN or any MOZN Subsidiary in excess of $250,000 individuallycontracts, (xixiii) any dealer, distribution, joint marketing or development agreement, (xii) any sales representative, original equipment manufacturer, value added, remarketer, reseller or independent software vendor or other agreement for use or distribution of the products or services of MOZN or any MOZN Subsidiary, or (xiii) any other agreement, contract or commitment that involves $250,000 individually or which is not cancelable without penalty within thirty (30) days, or (b) The Company is in compliance with and is not in breach of, violation of or default under, and has not received notice that it has materially breached, violated or defaulted under, any of the terms or conditions of any agreement, contract, covenant, instrument, lease, license or commitment to which the Company is a party or by which it or its properties is bound which is required to be set forth in Schedule 2.13(g), 2.13(h) or 2.14(a) (collectively 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 (except for notices relating to breaches, violations or defaults that have been cured in all material respects). Each Contract is in full force and effect and, except as otherwise disclosed in Section 2.14(b) of the Company Disclosure Schedule, 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 has used all reasonable best efforts to obtain prior to the Closing Date, all necessary consents, waivers and approvals of parties to any Contract as are required thereunder in connection with the Acquisition of for such Contracts to remain in effect without modification after the Closing. Following the Closing, 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. As of (a) Except as specifically identified in the date hereof, except Star Financials and as set forth in Section 3.8 Sections 2.14(a), 2.15(f), or 2.16(a) of MOZN the Disclosure Schedule, MOZN and other than agreements to which Coherent is a party, Star is not a party to nor is it bound by: (i) any material contract, license or agreement currently in effect (A) with respect to Star Intellectual Property licensed or transferred to any third party or (B) pursuant to which a third party or employee has licensed or transferred any Intellectual Property to Star; (ii) any employment or consulting agreement, contract or commitment, other than confidentiality agreements, commitment with an employee or individual consultant or salesperson or consulting or sales agreement, contract or commitment with a firm or other organization,organization material to the conduct of Star's business as presently conducted, which is not either immediately terminable at a cost of less than $10,000 or terminable within 60 days without penalty; (iiiii) any agreement or plan, including, without limitation, any stock option plansplan, 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, (iii) any fidelity or surety bond or completion bond,; (iv) any lease of personal or real property having a value individually in excess of $50,000 25,000 or $100,000 50,000 in the aggregate,; (v) any agreement, contract or commitment containing any covenant limiting the freedom of MOZN Star to engage in any line of business or to compete with any person,; (vi) any agreement, contract or commitment currently in effect relating to capital expenditures and involving future payments in excess of $250,000 25,000 individually or $1,000,000 50,000 in the aggregate,; (vii) any agreement, contract or commitment outside the ordinary course of Star's business relating to the disposition or acquisition of material assets or any interest in any business enterprise outside the ordinary course of the business of MOZN and the MOZN Subsidiaries,enterprise; (viii) any mortgages, indentures, loans or credit agreements, security agreements or other agreements or instruments relating to the material borrowing of money or extension of credit,; (ix) any purchase order or contract for the purchase of materials involving in excess of $250,000 individually,25,000 individually or $50,000 in the aggregate that is not cancelable without material penalty within sixty (60) days; (x) any material construction contracts involving future obligation of MOZN or any MOZN Subsidiary in excess of $250,000 individually,200,000; (xi) any dealer, material distribution, joint marketing or development agreement,; (xii) any sales representative, original equipment manufacturer, value added, remarketer, reseller or independent software vendor or other agreement for use or distribution of the products or services of MOZN or any MOZN Subsidiary, or (xiii) any other agreement, contract or commitment that involves $250,000 individually 100,000 or more or is not cancelable without material penalty within thirty sixty (3060) days; or (xiii) any agreement to indemnify, or otherwise perform any remedial activities, relating to Contaminants, which is likely to result in a cost exceeding $100,000. (b) Except as set forth in Section 2.16(b) of the Disclosure Schedule, Star is in compliance with and has not 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 material agreement, contract, covenant, instrument, lease, license or commitment to which Star is a party or by which it is bound or with respect to which Star is a beneficiary (individually a "MATERIAL CONTRACT" and, collectively, "MATERIAL CONTRACTS"), nor is Star or Palomar aware of any event that would constitute such a breach, violation or default with the lapse of time, giving of notice or both. Each Material Contract is in full force and effect and is not, to the Knowledge of Star, subject to any default thereunder by any party obligated to Star pursuant thereto. Star has obtained, or will use its commercially reasonable best efforts to obtain prior to the Closing Date, all necessary consents, waivers and approvals of parties to any Material Contract as are required thereunder in connection with the Merger or for such Material Contracts to remain in effect without modification after the Closing. Following the Effective Time, Star will be permitted to exercise all of Star's rights under the Material Contracts without the payment of any material additional amounts or consideration other than ongoing fees, royalties or payments which Star would otherwise be required to pay had the transactions contemplated by this Agreement not occurred.

Agreements, Contracts and Commitments. As of the date hereof, except Except as set forth in Section 3.8 2.14 of MOZN the Company Disclosure ScheduleSchedule (specifying the appropriate paragraph), MOZN neither the Company nor any of its Subsidiaries is not a party to, nor is it bound byby any of the following Contracts which are currently in effect: (ia) any employment or consulting agreement, contract or commitmentcommitment with any director, other than confidentiality agreementsofficer, with an employee or individual consultant or salesperson salesperson, or consulting or sales agreement, contract contract, or commitment with a firm or other organization,; (iib) any agreement or plan, including, without limitation, any stock option plansplan, 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,; (iiic) any fidelity or surety bond or completion bond,; (ivd) any lease of personal property having a value individually in excess of $50,000 30,000 individually or $100,000 70,000 in the aggregate,; (ve) any agreement, contract agreement of indemnification or commitment containing any covenant limiting the freedom of MOZN to engage in any line of business or to compete with any person,guaranty; (vif) any agreement, contract or commitment relating to capital expenditures and involving future payments in excess of $250,000 30,000 individually or $1,000,000 70,000 in the aggregate,; (viig) 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 MOZN and the MOZN Subsidiaries,Company’s business; (viiih) 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 in excess of $250,000 individually,30,000 individually or $70,000 in the aggregate; (xj) any construction contracts involving future obligation of MOZN or any MOZN Subsidiary in excess of $250,000 individually,contracts; (xik) any dealer, distribution, joint venture, joint marketing or development agreement,; (xiil) any sales representative, original equipment manufacturer, manufacturing, value added, remarketer, reseller reseller, or independent software vendor vendor, or other agreement for use or distribution of the products products, technology or services of MOZN the Company or any MOZN Subsidiaryof its Subsidiaries; (m) any agreement, contract or commitment containing any covenant limiting in any respect the right of the Company or any of its Subsidiaries to engage in any line of business or to compete with any person or granting any exclusive distribution rights; (n) any agreement, contract or commitment currently in force to provide (even if contingent on future events) source code to any third party for any product or technology of the Company or any of its Subsidiaries; (o) any agreement, contract or commitment with Schlumberger Limited or its affiliates; or (xiiip) any other agreement, contract or commitment that involves $250,000 30,000 individually or $70,000 in the aggregate or more and is not cancelable without penalty within with thirty (30) daysdays notice.

Agreements, Contracts and Commitments. As of the date hereof, except (a) Except as set forth in Section 3.8 Sections 2.13(g), 2.13(h) or 2.14(a) of MOZN the Disclosure Schedule, MOZN the Company is not a party to nor is it bound by: (i) any employment or consulting agreement, contract or commitment, other than confidentiality agreements, commitment with an employee or individual consultant or salesperson or consulting or sales agreement, contract or commitment with a firm or other organization, (ii) any agreement or plan, including, without limitation, any stock option plansplan, 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, (iii) any fidelity or surety bond or completion bond, (iv) any lease of personal property having a value individually in excess of $50,000 or $100,000 in the aggregate, (v) any agreement, contract or commitment containing any covenant limiting the freedom of MOZN the Company to engage in any line of business or to compete with any person, (vi) any agreement, contract or commitment relating to capital expenditures and involving future payments in excess of $250,000 50,000 individually or $1,000,000 100,000 in the aggregate, (vii) 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 MOZN and the MOZN SubsidiariesCompany's business, (viii) 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 or contract for the purchase of materials involving in excess of $250,000 individually50,000 individually or $100,000 in the aggregate, (x) any construction contracts involving future obligation of MOZN or any MOZN Subsidiary in excess of $250,000 individuallycontracts, (xi) any dealer, distribution, joint marketing or development agreement, (xii) any sales representative, original equipment manufacturer, value added, remarketer, reseller or independent software vendor or other agreement for use or distribution of the products Company's products, technology or services of MOZN or any MOZN Subsidiaryservices, or (xiii) any other agreement, contract or commitment that involves $250,000 50,000 individually or $100,000 in the aggregate or more or is not cancelable without penalty within thirty (30) days. (b) The Company is in compliance with and has not breached, violated or defaulted under, or received notice that it has breached, violated or defaulted under, any of the terms or conditions of any agreement, contract, covenant, instrument, lease, license or commitment to which it is a party or by which it is bound (collectively a "CONTRACT"), nor do the Company or the Principal Shareholders have Knowledge of any event that would constitute such a breach, violation or default with the lapse of time, giving of notice or both. Each 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 in connection with the Merger or for such Contracts to remain in effect without modification after the Closing. Following the Effective Time, the Company will be permitted to exercise all of its rights under the Contracts without the payment of any additional amounts or consideration other than ongoing fees, royalties or payments which the Company would otherwise be required to pay had the transactions contemplated by this Agreement not occurred. (c) Any and all consents, waivers, assignments and approvals under any of the Contracts as may be required in connection with the Merger (all such consents, waivers and approvals are set forth in the Disclosure Schedule) so as to preserve all rights of, and benefits to, the Company thereunder have been obtained.

Agreements, Contracts and Commitments. As of (a) Except for the date hereof, except as agreements set forth in Section 3.8 on Schedule 2.10 attached hereto (true and correct copies of MOZN Disclosure Schedulewhich have been delivered to Exten), MOZN Multi-Cell is not a party to and it is not bound by: (i) any employment or consulting agreement, contract or commitment, other than confidentiality agreements, commitment with an employee or individual consultant or salesperson or consulting or sales agreement, contract or commitment with a firm or other organization,; (ii) any agreement or plan, including, without limitation, any stock option plansplan, 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,; (iii) 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 $50,000 or $100,000 in the aggregate,10,000; (v) any agreement, contract contract, commitment or commitment grant containing any covenant limiting the freedom of MOZN Multi-Cell or any of its subsidiaries to engage in any line of business or to compete with any person,; (vi) any agreement, contract or commitment relating to capital expenditures and involving future payments in excess of $250,000 10,000 either individually or $1,000,000 in the aggregate,; (vii) 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 MOZN and the MOZN Subsidiaries,Multi-Cell's business; (viii) any mortgagesmortgage, indenturesindenture, loans loan or credit agreementsagreement, security agreements agreement or other agreements agreement or instruments instrument relating to the borrowing of money or money, extension of credit,credit or placing of liens on any assets of Multi-Cell; (ix) any guaranty of any obligation for borrowed money or otherwise; (x) any purchase order or contract for the purchase of materials involving in excess of $250,000 individually, (x) any construction contracts involving future obligation of MOZN 10,000 either individually or any MOZN Subsidiary in excess of $250,000 individually,the aggregate; (xi) any dealer, distribution, joint marketing or development agreement,; (xii) any sales representative, original equipment manufacturer, value added, remarketer, reseller or independent software vendor remarketing or other agreement for use or distribution of the Multi-Cell's products or services of MOZN or any MOZN Subsidiary, orservices; (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 contract, commitment or grant pursuant to which the obligations of any party thereto is in excess of $10,000. (b) To the knowledge of Multi-Cell and the Shareholder, Multi-Cell is in compliance with and has not breached, violated or defaulted under, or received notice that it has breached, violated or defaulted under, any of the terms or conditions of any existing agreement, contract, grant, covenant, instrument, lease, license or commitment to which Multi-Cell is a party or by which it is bound (collectively, a "Contract"), nor is Multi-Cell or the Shareholder aware of any event that involves $250,000 individually would constitute such a breach, violation or default with the lapse of time, giving of notice or both. To the knowledge of Multi-Cell and the Shareholder, each Contract is in full force and effect and is not cancelable subject to any default thereunder by any party obligated to Multi-Cell pursuant thereto. Multi-Cell 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 penalty within thirty (30) daysmodification or termination after the Closing. Following the Closing Date, Multi-Cell 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 Multi-Cell would otherwise be required to pay had the transactions contemplated by this Agreement not occurred.

Agreements, Contracts and Commitments. As of the date hereof, except (a) Except as set forth in Section 3.8 or excepted from (by virtue of MOZN Disclosure Schedulethe specific exclusions contained in Schedules 3.13(g) or 3.13(h)), MOZN Schedules 3.13(g) and 3.13(h), or as set forth in Schedule 3.14(a), neither SMI nor any Subsidiary is not a party to nor is it bound by: (i) any employment or consulting agreement, contract or commitment, other than confidentiality agreements, commitment with an employee or individual consultant or salesperson or consulting or sales agreement, contract or commitment with a firm or other organization,; (ii) except as contemplated by this Agreement, any agreement or plan, including, without limitation, any stock option plansplan, 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 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,; (iii) any fidelity or surety bond or completion bond,; (iv) any lease of personal property having a value individually in excess of $50,000 US$25,000 individually or $US$100,000 in the aggregate,; (v) any agreement, contract or commitment containing any covenant limiting the freedom of MOZN to engage in any line of business or to compete with any person, (vi) any agreement, contract or commitment relating to capital expenditures and involving future payments in excess of $250,000 individually US$25,000 per individual payment or $1,000,000 US$100,000 in the aggregate,aggregate payments; (viivi) 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 MOZN and the MOZN Subsidiaries,SMI’s business; (viiivii) 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 extension of credit in connection with trade payables in the ordinary course of business consistent with past practice; (ixviii) any purchase order or contract for the purchase of materials involving in excess of $250,000 individually,US$25,000 individually or US$100,000 in the aggregate; (ix) any construction contracts; (x) any construction contracts involving future obligation of MOZN or any MOZN Subsidiary in excess of $250,000 individually, (xi) any dealer, distribution, joint marketing or development agreement,; (xiixi) any non-employee sales representative, original equipment manufacturer, value added, remarketer, reseller or independent software vendor or other agreement for use or distribution of the products or services of MOZN SMI’s or any MOZN Subsidiary’s products, technology or services; or (xiiixii) any other agreement, contract or commitment that involves $250,000 US$25,000 individually or US$100,000 in the aggregate or more and is not cancelable without penalty within thirty (30) days.

Agreements, Contracts and Commitments. As of the date hereof, except (a) Except as set forth in Section 3.8 Sections 2.13(e) or 2.14(a) of MOZN the Company Disclosure Schedule, MOZN the Company is not a party to nor is it bound by: (i) any agreements or arrangements that contain any severance pay or post-employment liabilities or obligations exceeding $40,000, (ii) any bonus, deferred compensation, pension, profit sharing or retirement plans, or any other employee benefit plans or arrangements, (iii) any employment or consulting agreement, contract or commitment, other than confidentiality agreements, commitment with an employee or individual consultant or salesperson or consulting or sales agreement, contract or commitment with a firm or other organization, (iiiv) any agreement or plan, including, including without limitation, any stock option plansplan, 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, (iiiv) any fidelity or surety bond or completion bond, (ivvi) any lease of personal property having a value individually in excess of $50,000 or $100,000 in the aggregate20,000, (vvii) any agreement, contract or commitment containing any covenant limiting the freedom of MOZN the Company to engage in any line of business or to compete with any person, (viviii) any agreement of indemnification or guaranty out of the ordinary course of business or caused by mandatory law, (ix) any agreement, contract or commitment relating to capital expenditures and involving future payments in excess of $250,000 30,000 individually or $1,000,000 60,000 in the aggregate, (viix) 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 MOZN and the MOZN SubsidiariesCompany's business, (viiixi) 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 $30,000 individually or $60,000 in the aggregate, (ixxii) any purchase order or contract for the purchase of materials involving in excess of $250,000 individually30,000 individually or $50,000 in the aggregate, (xxiii) any construction contracts involving future obligation of MOZN agreement, contract or commitment containing any MOZN Subsidiary in excess of $250,000 individuallyrepresentation, warranty or covenant to the effect that products or programs developed by the Company, or services performed by the Company, are Year 2000 Compliant, (xixiv) any dealer, distribution, joint marketing or development agreement, (xii) any sales representative, original equipment manufacturer, value added, remarketer, reseller or independent software vendor or other agreement for use or distribution of the products or services of MOZN or any MOZN Subsidiary, or (xiiixv) any other agreement, contract or commitment that involves $250,000 30,000 individually or $50,000 in the aggregate or more or is not cancelable without penalty within thirty (30) daysdays or has not been entered into in the ordinary course of business. (b) The Company is in compliance with and has not 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 agreement, contract, covenant, instrument, lease, license or commitment to which the Company is a party or by which it or its properties is bound (collectively a "Contract"), nor is the Company or the Shareholders 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 Section 2.14(b) of the Company Disclosure Schedule, is not subject to any default thereunder by any party obligated to the Company pursuant thereto. The Company has obtained, or will use reasonable best efforts to obtain prior to the Closing Date, all necessary consents, waivers and approvals of parties to any Contract as are required thereunder in connection with the Acquisition for such Contracts to remain in effect without modification after the Closing. Following the Closing, 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 that the Company would otherwise be required to pay had the transactions contemplated by this Agreement not occurred.

Agreements, Contracts and Commitments. As of the date hereof, except Except as set forth in Section 3.8 SECTION 2.13 of MOZN the Disclosure ScheduleSchedule (specifying the appropriate paragraph), MOZN the Company is not a party to, nor is it bound by:by any of the following (each, a "MATERIAL CONTRACT"): (ia) any employment or consulting agreement, contract or commitment, other than confidentiality agreements, commitment with an employee or individual consultant or salesperson salesperson, or consulting or sales agreement, contract contract, or commitment with a firm or other organization,; (iib) any agreement or plan, including, without limitation, any stock option plansplan, 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,; (iiic) any fidelity or surety bond or completion bond,; (ivd) any lease of personal property having a value individually in excess of $50,000 30,000 individually or $100,000 150,000 in the aggregate,; (ve) any agreement, contract agreement of indemnification or commitment containing any covenant limiting the freedom of MOZN to engage in any line of business or to compete with any person,guaranty; (vif) any agreement, contract or commitment relating to capital expenditures and involving future payments in excess of $250,000 30,000 individually or $1,000,000 150,000 in the aggregate,; (viig) 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 MOZN and the MOZN Subsidiaries,Company's business; (viiih) 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 in excess of $250,000 individually,30,000 individually or $150,000 in the aggregate; (xj) any construction contracts involving future obligation of MOZN agreement containing covenants or other obligations granting any MOZN Subsidiary in excess of $250,000 individually,person exclusive rights, "most favored nations" or similar terms; (xik) any dealer, distribution, joint marketing or development agreement,; (xiil) any sales representative, original equipment manufacturer, manufacturing, value added, remarketer, reseller reseller, or independent software vendor vendor, or other agreement for use or distribution of the products products, technology or services of MOZN or any MOZN Subsidiary, orthe Company; (xiiim) any IP Agreements; or EXECUTION COPY (n) any other agreement, contract or commitment that involves payment to or by the Company of $250,000 30,000 individually or $150,000 in the aggregate or more and is not cancelable without penalty within thirty (30) days.

Agreements, Contracts and Commitments. As of the date hereof, except (a) Except as set forth in Section 3.8 of MOZN Disclosure Scheduleon Schedule 2.14(a), MOZN the Company is not a party to, nor is it bound by: (i) any employment agreement under which the consequences of a default or consulting agreement, contract or commitment, termination would reasonably be expected to have a Material Adverse Effect on the Company; (ii) any agreement between the Company and any shareholder of the Company (other than confidentiality agreementsin their capacity as such); (iii) any agreement containing a "most favored nation" pricing clause granted by the Company; (iv) any agreement granting an exclusive license to any Company Technology or creating exclusive distribution rights; (v) any agreement of indemnification or guaranty other than agreements entered into in the ordinary course of business in connection with the sale of goods or services; (vi) any employment, with an employee or individual consultant or salesperson or consulting or sales agreement, contract or commitment with an individual employee, consultant or salesperson, or with a firm or other organization,; (iivii) any agreement or plan, including, without limitation, any stock option plansplan, 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,; (iiiviii) any fidelity or surety bond or completion bond,; (ivix) any lease of personal property having a value individually in excess of $50,000 10,000 individually or $100,000 25,000 in the aggregate,; (v) any agreement, contract or commitment containing any covenant limiting the freedom of MOZN to engage in any line of business or to compete with any person, (vix) any agreement, contract or commitment relating to capital expenditures and involving future payments in excess of $250,000 10,000 individually or $1,000,000 25,000 in the aggregate,; (viixi) 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 of MOZN and the MOZN Subsidiaries,consistent with past practices; (viiixii) 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,; (ixxiii) any purchase order or contract for the purchase of materials involving in excess of $250,000 individually,10,000 individually or $25,000 in the aggregate; (x) any construction contracts involving future obligation of MOZN or any MOZN Subsidiary in excess of $250,000 individually, (xixiv) any dealer, distribution, joint marketing marketing, joint venture or development agreement,, strategic alliance, or any other agreement (noncompete or otherwise) that reasonably could be expected to have the effect of prohibiting or impairing any business practice of the Company, any acquisition of property by the Company, the conduct of business by the Company, or the manufacture, sale, licensing or distribution by the Company of any product, service, Technology or Intellectual Property Right in any manner, or otherwise limiting the freedom of the Company to engage in any line of business or compete with any Person; (xiixv) any sales representative, original equipment manufacturer, value added, remarketer, reseller reseller, or independent software vendor agreement, or other agreement for use or distribution of the products Company's products, technology or services of MOZN or any MOZN Subsidiary, services; or (xiiixvi) any other agreement, contract or commitment that involves $250,000 10,000 individually or $25,000 in the aggregate or more and is not cancelable by the Company without penalty within thirty (30) days. (b) The Company has delivered to Parent a correct and complete copy of each written agreement (as amended through the date of this Agreement) listed in Schedule 2.14(a). The Company has not breached, violated or defaulted under, nor received notice that it has breached, violated or defaulted under, nor to the Knowledge of the Company has any event occurred that would constitute a breach, violation or default with the lapse of time, the giving of notice, or both, under any of the terms or conditions of any agreement, contract or commitment required to be set forth in Schedule 2.14(a) or Schedule 2.13 (any such agreement, contract or commitment, a "Listed Contract"). Each Listed 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. As of the date hereof, except as set forth in Section 3.8 4.38 of MOZN LEXON Disclosure Schedule, MOZN LEXON is not bound by: (ia) any employment or consulting agreement, contract or commitment, other than confidentiality agreements, with an employee or individual consultant or salesperson or consulting or sales agreement, contract or commitment with a firm or other organization, (iib) any agreement or plan, including, without limitation, any stock option plans, 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, (iiic) any fidelity or surety bond or completion bond, (ivd) any lease of personal property having a value individually in excess of $50,000 or $100,000 in the aggregate, (ve) any agreement, contract or commitment containing any covenant limiting the freedom of MOZN LEXON to engage in any line of business or to compete with any person, (vif) any agreement, contract or commitment relating to capital expenditures and involving future payments in excess of $250,000 individually or $1,000,000 in the aggregateexpenditures, (viig) 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 MOZN LEXON and the MOZN LEXON Subsidiaries, (viiih) any mortgages, indentures, 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 in excess of $250,000 individuallymaterials, (xj) any construction contracts involving future obligation of MOZN LEXON or any MOZN Subsidiary in excess of $250,000 individuallyLEXON Subsidiary, (xik) any dealer, distribution, joint marketing or development agreement, (xiil) any sales representative, original equipment manufacturer, value added, remarketer, reseller or independent software vendor or other agreement for use or distribution of the products or services of MOZN LEXON or any MOZN LEXON Subsidiary, or (xiiim) any other agreement, contract or commitment that involves $250,000 individually or is not cancelable without penalty within thirty (30) days.

Agreements, Contracts and Commitments. As of the date hereof, except (a) Except as set forth in Section 3.8 2.15 of MOZN the Disclosure ScheduleSchedule (specifying the appropriate subparagraph), MOZN the Company is not a party to, nor is it bound by:by any of the following (each, a “Material Contract”): (i) any employment employment, contractor or consulting agreement, contract or commitment, other than confidentiality agreements, commitment with an employee or individual consultant consultant, contractor or salesperson salesperson, or consulting consulting, services or sales agreement, contract contract, or commitment with a firm or other organization,organization providing for compensation or remuneration with an aggregate value in excess of $50,000; provided that the foregoing shall not include at-will employment offer letters; (ii) any agreement or plan, including, without limitation, any stock option plansplan, 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,; (iii) any fidelity or surety bond or completion bond,; (iv) any lease of personal property or equipment having a value individually in excess of $50,000 individually or $100,000 200,000 in the aggregate,; (v) any agreementagreement of indemnification or guaranty, contract but excluding agreements of indemnification or commitment containing any covenant limiting guaranty with respect to the freedom infringement by the Company products of MOZN to engage the Intellectual Property Rights of third parties that are contained in any line the Company’s written agreements with its customers that have been entered into in the ordinary course of business or to compete with any person,substantially in the Company’s standard form of customer agreement; (vi) any agreement, contract or commitment relating to capital expenditures and involving future payments in excess of $250,000 50,000 individually or $1,000,000 200,000 in the aggregate,; (vii) 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 MOZN and the MOZN Subsidiaries,Company’s business; (viii) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit,; (ix) any purchase order order, contract or contract for other commitment obligating the Company to purchase of materials involving or services at a cost in excess of $250,000 individually,50,000 individually or $200,000 in the aggregate; (x) any construction contracts involving agreement containing covenants or other obligations granting or containing any current or future obligation commitments regarding exclusive rights, non-competition, “most favored nations,” restriction on the operation or scope of MOZN its businesses or any MOZN Subsidiary in excess of $250,000 individually,operations, or similar terms; (xi) 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 development agreement,$200,000 in the aggregate; (xiixiii) any sales representative, original equipment manufacturer, manufacturing, value added, remarketer, reseller reseller, or independent software vendor vendor, or other agreement for use or distribution of the products, technology or services of the Company; (xiv) any out-bound licenses with respect to the Company’s products; (xv) any contracts, licenses and agreements to which the Company is a party with respect to any Technology or Intellectual Property Rights, including without limitation any in-bound licenses, out-bound licenses and cross-licenses, but excluding (i) non-disclosure agreements and non-exclusive out-bound licenses with respect to the provision of Company’s products to end-users (in each case, pursuant to written agreements that have been entered into in the ordinary course of business), (ii) in-bound licenses and purchase agreements for Shrink-Wrap Code licensed to the Company that is not incorporated into, embedded into, distributed with, installed with, or otherwise utilized by any Company Products, and (iii) in-bound licenses for “freeware,” “free software,” “open source software” licensed to the Company and not used in the development of the Company’s products or services of MOZN or any MOZN Subsidiary, and not server-side software used to host and operate the Company’s products; or (xiiixvi) any other agreement, contract or commitment that involves $250,000 50,000 individually or $200,000 in the aggregate or more and is not cancelable by the Company without penalty within thirty (30) days. (b) The Company is in compliance in all material respects with and has not breached, violated or defaulted under, or received written notice that it has breached, violated or defaulted under, any of the terms or conditions of any Material Contract, nor does the Company have Knowledge of any event that would constitute such a material breach, violation or 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 any default thereunder, nor to the Knowledge of the Company is any party obligated to the Company pursuant to any such Material Contract subject to any default thereunder. Except as set forth in Section 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.

Agreements, Contracts and Commitments. As of the date hereof, except (a) Except as set forth in Section 3.8 2.15(a) of MOZN the Company Disclosure ScheduleLetter (specifying the appropriate subparagraph below) (“Material Contracts”), MOZN as of the date hereof no Solar Entity is not a party to, nor any of their assets are bound by: (i) any employment or consulting agreement, contract or commitment, other than confidentiality agreements, Contract with an employee Employee or individual consultant or salesperson contractor, any Contract to grant any severance or termination pay (in cash or otherwise) to any Employee, or any contractor or consulting or sales agreement, contract or commitment Contract with a firm or other organization,; (ii) any agreement Employee Plan or planEmployee Agreement, including, without limitation, including any stock option plansplan, 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 the occurrence of any of the transactions contemplated by this Agreement,; (iii) any fidelity or surety bond or completion bond,bond in excess of $25,000 individually or $100,000 in the aggregate; (iv) any lease of personal property having a value individually in excess of $50,000 25,000 individually or $100,000 in the aggregate,; (v) any agreement, contract agreement of indemnification or commitment containing any covenant limiting the freedom of MOZN to engage in any line of business or to compete with any person,guaranty; (vi) any agreement, contract or commitment relating Contract obligating any Solar Entity to make any capital expenditures and involving future payments in excess of $250,000 25,000 individually or $1,000,000 100,000 in the aggregate,; (vii) any agreement, contract or commitment Contract relating to the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course of the business of MOZN and the MOZN 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,credit involving in excess of $25,000 individually or $100,000 in the aggregate; (ix) any purchase order or contract Contract for the purchase of materials involving in excess of $250,000 individually,25,000 individually or $100,000 in the aggregate; (x) any construction contracts involving future obligation of MOZN joint marketing, strategic alliance, affiliate or any MOZN Subsidiary in excess of $250,000 individually,development Contract; (xi) any dealerContract with an executive officer, distributionEmployee earning more than $25,000 annually, joint marketing director, stockholder or development agreement,Affiliate of any Solar Entity; (xii) any sales representative, original equipment manufacturer, value added, remarketer, reseller or independent Contract relating to the license of intellectual property by a Solar Entity (other than “off-the-shelf” software vendor or other agreement readily available on commercial terms and in each case for use or distribution of the products or services of MOZN or any MOZN Subsidiary, less than $1,000); or (xiii) any other agreementContract pursuant to which any Solar Entity has any obligation to pay or expend, contract or commitment that involves reasonably expects to receive, $250,000 25,000 individually or $100,000 in the aggregate or more and is not cancelable without penalty by the Company within thirty (30) days. (b) Each Material Contract is a valid and binding agreement of the Solar Entity party thereto, enforceable against such Solar Entity, and, to the Company’s, SSI’s, and SSPL’s Knowledge, against each of the counterparties thereto, in accordance with its terms, and is in full force and effect with respect to such Solar Entity, and the counterparties thereto. Each Solar Entity is in compliance with and is not in breach, violation or default under, has not received written or oral notice that it is in breach, violation or default under, and there is no event that with the lapse of time, giving of notice or both would constitute such a breach, violation or default by such Solar Entity under, any of the terms or conditions of any Material Contract to which it is a party. To the Company’s, SSI’s, and SSPL’s Knowledge, as of the date hereof no counterparty to a Material Contract is in breach, violation or default thereunder, nor as of the date hereof is there any event that with the lapse of time, giving of notice or both would constitute such a breach, violation or default by such counterparty. True and complete copies of each Material Contract have been delivered or made available to Purchaser. (c) Each Solar Entity has fulfilled or will have fulfilled all material obligations required to have been performed by such Solar Entity, prior to the Closing Date pursuant to each Material Contract to which such Solar Entity is a party or to which it is bound.

Agreements, Contracts and Commitments. As of the date hereof, except (a) Except as set forth in Section 3.8 Sections 2.13(g), 2.13(h), 2.14(a) or 2.22(b) of MOZN the Disclosure Schedule, MOZN the Company is not a party to nor is either bound by: (i) any employment or consulting agreement, contract or commitment, other than confidentiality agreements, commitment with an employee or individual consultant or salesperson or consulting or sales agreement, contract or commitment with a firm or other organization, (ii) any agreement or plan, including, without limitation, any stock option plansplan, 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, (iii) any fidelity or surety bond or completion bond, (iv) any lease of personal property having a value individually in excess of $50,000 25,000 or $100,000 in the aggregate, (v) any agreement, contract or commitment containing any covenant limiting the freedom of MOZN the Company to engage in any line of business or to compete with any person, (vi) any agreement, contract or commitment relating to capital expenditures and involving future payments in excess of $250,000 25,000 individually or $1,000,000 100,000 in the aggregate, (vii) 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 MOZN and the MOZN SubsidiariesCompany's business, (viii) 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 or contract for the purchase of materials involving in excess of $250,000 individually25,000 individually or $100,000 in the aggregate, (x) any construction contracts involving future obligation of MOZN or any MOZN Subsidiary in excess of $250,000 individuallycontracts, (xi) any dealer, distribution, joint marketing or development agreement, (xii) any sales representative, original equipment manufacturer, value added, remarketer, reseller or independent software vendor or other agreement for use or distribution of the products Company's products, technology or services of MOZN or any MOZN Subsidiaryservices, or (xiii) any other agreement, contract or commitment that involves $250,000 25,000 individually or $100,000 in the aggregate or more or is not cancelable without penalty within thirty (30) days. (b) The Company is in compliance with and has not breached, violated or defaulted under, or received notice that it has breached, violated or defaulted under, any of the terms or conditions of any agreement, contract, covenant, instrument, lease, license or commitment to which it is not a party or by which either of them is bound (collectively a "CONTRACT"), nor is the Company or the Principal Shareholders 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 in connection with the Merger or for such Contracts to remain in effect without modification after the Closing. Following the Effective Time, each of the Company will be permitted to exercise all of their 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. As of the date hereof, except (a) Except as set forth in Section 3.8 3.15(a) of MOZN the Company Disclosure ScheduleLetter (specifying the appropriate subparagraph below) (“Material Contracts”), MOZN as of the date hereof no Sino-Canada Entity is not a party to, nor any of their assets are bound by: (i) any employment or consulting agreement, contract or commitment, other than confidentiality agreements, Contract with an employee Employee or individual consultant or salesperson contractor, any Contract to grant any severance or termination pay (in cash or otherwise) to any Employee, or any contractor or consulting or sales agreement, contract or commitment Contract with a firm or other organization,; (ii) any agreement Employee Plan or planEmployee Agreement, including, without limitation, including any stock option plansplan, 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 the occurrence of any of the transactions contemplated by this Agreement,; (iii) any fidelity or surety bond or completion bond,bond in excess of $100,000 individually or $200,000 in the aggregate; (iv) any lease of personal property having a value individually in excess of $50,000 100,000 individually or $100,000 200,000 in the aggregate,; (v) any agreement, contract agreement of indemnification or commitment containing any covenant limiting the freedom of MOZN to engage in any line of business or to compete with any person,guaranty; (vi) any agreement, contract or commitment relating Contract obligating any Sino-Canada Entity to make any capital expenditures and involving future payments in excess of $250,000 100,000 individually or $1,000,000 200,000 in the aggregate,; (vii) any agreement, contract or commitment Contract relating to the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course of the business of MOZN and the MOZN 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,credit involving in excess of $100,000 individually or $200,000 in the aggregate; (ix) any purchase order or contract Contract for the purchase of materials involving in excess of $250,000 individually,100,000 individually or $200,000 in the aggregate; (x) any construction contracts involving future obligation of MOZN joint marketing, strategic alliance, affiliate or any MOZN Subsidiary in excess of $250,000 individually,development Contract; (xi) any dealerContract with an executive officer, distributionEmployee earning more than $100,000 annually, joint marketing director, stockholder or development agreement,Affiliate of any Sino-Canada Entity; (xii) any sales representative, original equipment manufacturer, value added, remarketer, reseller or independent Contract relating to the license of intellectual property by a Sino-Canada Entity (other than “off-the-shelf” software vendor or other agreement readily available on commercial terms and in each case for use or distribution of the products or services of MOZN or any MOZN Subsidiary, less than $1,000); or (xiii) any other agreementContract pursuant to which any Sino-Canada Entity has any obligation to pay or expend, contract or commitment that involves reasonably expects to receive, $250,000 100,000 individually or $200,000 in the aggregate or more and is not cancelable without penalty by the Company within thirty (30) days. (b) Each Material Contract is a valid and binding agreement of the Sino-Canada Entity party thereto, enforceable against such Sino-Canada Entity, and, to the Company’s, SCHS’, PM’s and CLSC’s Knowledge, against each of the counterparties thereto, in accordance with its terms, and is in full force and effect with respect to such Sino-Canada Entity, and the counterparties thereto. Each Sino-Canada Entity is in compliance with and is not in breach, violation or default under, has not received written or oral notice that it is in breach, violation or default under, and there is no event that with the lapse of time, giving of notice or both would constitute such a breach, violation or default by such Sino-Canada Entity under, any of the terms or conditions of any Material Contract to which it is a party. To the Company’s, SCHS’, PM’s and CLSC’s Knowledge, as of the date hereof no counterparty to a Material Contract is in breach, violation or default thereunder, nor as of the date hereof is there any event that with the lapse of time, giving of notice or both would constitute such a breach, violation or default by such counterparty. True and complete copies of each Material Contract have been delivered or made available to Purchaser. (c) Each Sino-Canada Entity has fulfilled or will have fulfilled all material obligations required to have been performed by such Sino-Canada Entity, prior to the Closing Date pursuant to each Material Contract to which such Sino-Canada Entity is a party or to which it is bound.

Agreements, Contracts and Commitments. As of the date hereof, except Except as set forth in Section 3.8 4.12 of MOZN the Purchaser Disclosure Schedule, MOZN the Purchaser does not have continuing obligations under, is not a party to nor is it bound by: (ia) any collective bargaining agreements; (b) any agreements or arrangements that contain any severance pay or post-employment liabilities or obligations, 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; (d) any employment or consulting agreement, contract or commitment, other than confidentiality agreements, commitment with an employee or individual consultant or salesperson or consulting or sales agreement, contract or commitment with a firm or other organization,; (iie) any agreement or plan, including, without limitation, any stock option plansplan, 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; (iiif) any fidelity or surety bond or completion bond,; (ivg) any lease of personal property having a value annual lease payments individually in excess of $50,000 25,000; (h) any agreement of indemnification or $100,000 guaranty other than in the aggregate,ordinary course of business; (vi) any agreement, contract or commitment containing any covenant limiting the freedom of MOZN the Purchaser to engage in any line of business or to compete with any person,; (vij) any agreement, contract or commitment relating to capital expenditures and involving future payments in excess of $250,000 individually or $1,000,000 in the aggregate,25,000; (viik) 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 business of MOZN and the MOZN Subsidiaries,Purchaser's business; (viiil) 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 Purchaser, accounted for, or is expected to account during the Purchaser's current fiscal year, for more than 5% of the Purchaser's revenue or trade payables; (o) 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 (ixviii) hereof. The Purchaser has not breached, violated or defaulted under, or received notice that it has breached, violated or defaulted under, any of the material terms or conditions of (i) any purchase order or contract for the purchase of materials involving in excess of $250,000 individually, (x) any construction contracts involving future obligation of MOZN or any MOZN Subsidiary in excess of $250,000 individually, (xi) any dealer, distribution, joint marketing or development agreement, (xii) any sales representative, original equipment manufacturer, value added, remarketer, reseller or independent software vendor or other agreement for use or distribution of the products or services of MOZN or any MOZN Subsidiary, or (xiii) any other agreement, contract or commitment that involves $250,000 individually set forth in Schedule 4.12 of the Purchaser 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 4.12 of the Purchaser Disclosure Schedule, is not cancelable subject to any default thereunder of which the Purchaser is aware by any party obligated to the Purchaser pursuant thereto, other than late payments, nonpayment. The Purchaser 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 4.24, or as are required or advisable in order to remain in effect without penalty within thirty (30) daysmodification 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 4.24 of the Purchaser 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 Purchaser.

Agreements, Contracts and Commitments. As (a) Except as provided in Section 2.14 of the date hereof, except as set forth in Section 3.8 of MOZN Disclosure Schedule, MOZN ------------ the Company is not a party to, nor is it bound by: (i) any employment or consulting agreement, contract or commitment, other than confidentiality agreements, commitment with an employee or individual consultant or salesperson salesperson, or consulting or sales agreement, contract contract, or commitment with a firm or other organization,; (ii) any agreement that requires consent to assign such agreement, which consent is not being given; (iii) any agreement or plan, including, without limitation, any stock option plansplan, 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,; (iiiiv) any fidelity or surety bond or completion bond,; (ivv) any lease of personal property having a value individually in excess of $50,000 10,000 individually or $100,000 25,000 in the aggregate, (v) any agreement, contract or commitment containing any covenant limiting except as entered into in the freedom ordinary course of MOZN to engage in any line of business or to compete business, consistent with any person,past practice; (vi) any agreement, contract or commitment relating to capital expenditures and involving future payments in excess of $250,000 10,000 individually or $1,000,000 25,000 in the aggregate,, except as entered into in the ordinary course of business, consistent with past practice; (vii) 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 MOZN and the MOZN Subsidiaries,Company's business; (viii) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit,; (ix) any purchase order or contract for the purchase of materials involving in excess of $250,000 individually,10,000 individually or $25,000 in the aggregate, except as entered into in the ordinary course of business, consistent with past practice; (x) any construction contracts involving future obligation of MOZN or any MOZN Subsidiary in excess of $250,000 individually,contracts; (xi) any dealer, distribution, joint marketing or development agreement,; or (xii) any sales representative, original equipment manufacturer, value added, remarketer, reseller reseller, or independent software vendor vendor, or other agreement for use or distribution of the products Company's products, technology or services of MOZN or any MOZN Subsidiary, or (xiii) any other agreement, contract or commitment that involves $250,000 individually or is not cancelable without penalty within thirty (30) daysservices.

Agreements, Contracts and Commitments. As of the date hereof, except (a) Except as set forth in Section 3.8 2.15(a) of MOZN the Disclosure ScheduleSchedule (specifying the appropriate paragraph), MOZN the Company is not a party to, or bound by: (i) (A) any employment employment, contractor or consulting agreement, contract or commitmentcommitment with any Employee or salesperson, other than confidentiality agreements(B) any agreement, with an employee contract or individual consultant commitment to grant any severance or salesperson termination pay (in cash or otherwise) to any Employee, or (C) any consulting or sales agreement, contract contract, or commitment with a firm or other organization,organization where the cost to the Company pursuant to such agreement, contract or commitment exceeds $10,000 annually; (ii) any agreement or plan, including, without limitation, including any stock option plansplan, 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 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,; (iii) any fidelity or surety bond or completion bond,; (iv) any lease of any real or personal property having a value individually in excess of $50,000 or $100,000 other than leases for equipment in the aggregate,ordinary course of business for which annual lease payments do not exceed $25,000 annually; (v) any agreement, contract agreement of indemnification or commitment containing any covenant limiting the freedom of MOZN to engage in any line of business or to compete with any person,guaranty; (vi) any agreement, contract or commitment relating to capital expenditures and involving future payments in excess of $250,000 50,000 individually or $1,000,000 200,000 in the aggregate,; (vii) any agreement, contract or commitment Contract relating to the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course of the business of MOZN and the MOZN Subsidiaries,Company’s business; (viii) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit,; (ix) other than raw material inventory acquired in the ordinary course of Company business on behalf of a customer, any purchase order or contract for the purchase of materials involving or services in excess of $250,000 individually,25,000; (x) any construction contracts involving future obligation of MOZN or any MOZN Subsidiary in excess of $250,000 individually,joint marketing agreement; (xi) any dealer, distribution, joint marketing or development agreement, (xii) any sales representative, original equipment manufacturer, value added, remarketer, reseller reseller, or independent software vendor vendor, or other agreement for use or distribution of the products products, technology or services of MOZN the Company; (xii) any joint development arrangement outside of the ordinary course of business or joint venture; (xiii) any MOZN Subsidiarynondisclosure, confidentiality or similar agreement, other than nondisclosure agreements on the Company’s standard form which is attached hereto as Schedule 2.15(a)(xiii); (xiv) any Contract pursuant to which the Company is bound to or has committed to provide any product or service to any third party on a most favored nation (MFN) basis or similar terms; or (xiiixv) any other agreement, contract or commitment that involves $250,000 50,000 individually or $200,000 in the aggregate or more and is not cancelable without penalty within thirty (30) 30 days. (b) The Company has made available to Parent true and complete copies of each Contract required to be disclosed pursuant to Sections 2.2, 2.12, 2.13, 2.14 (including, for the avoidance of doubt, each Contract entered into on a Standard Form Agreement) and 2.15(a), and solely with respect to Contracts with customers, solely those Contracts that, either individually, or in the aggregate for a single customer, have a face value in excess of $150,000 (each a “Material Contract” and collectively, the “Material Contracts”) and each of the other documents listed on the Disclosure Schedule. (c) 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 Knowledge of the Company, each other party thereto, enforceable against the Company, and, to the Knowledge of the Company, each other party thereto, in accordance with its terms, and is in full force and effect with respect to the Company and, to the Knowledge of the Company, each other party thereto, subject to (i) laws of general application relating to bankruptcy, insolvency fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, and (ii) general principles of equity. The Company is in compliance with and has not materially breached, violated or defaulted under, or received notice that it has materially breached, violated or defaulted under, any of the terms or conditions of any Material Contract, nor to the Knowledge of the Company is any party obligated to the Company pursuant to any Material Contract subject to any material breach, violation or 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) The Company has fulfilled all material obligations required to have been performed by the Company prior to the date hereof pursuant to each Material Contract. (e) All outstanding Indebtedness for borrowed money of the Company may be prepaid without penalty.

Agreements, Contracts and Commitments. As of the date hereof, except (a) Except as set forth in Section 3.8 Schedule 2.13(a), as of MOZN Disclosure Schedule, MOZN the date hereof the Company is not a party to nor is it bound by: (i) any employment or consulting agreement, contract or commitment, other than confidentiality agreements, commitment with an employee or individual consultant or salesperson or consulting or sales agreement, contract or commitment with under which a firm or other organizationorganization provides services to the Company, (ii) any agreement or plan, including, without limitation, any stock option plansplan, 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, (iii) any fidelity or surety bond or completion bond, (iv) any lease of personal property having a value individually in excess of $50,000 or $100,000 in the aggregate5,000.00, (v) any agreement, contract or commitment containing any covenant limiting in a material way the freedom of MOZN the Company to engage in any line of business or to compete with any person, (vi) any agreement, contract or commitment relating to capital expenditures and involving future payments in excess of $250,000 individually or $1,000,000 in the aggregate5,000.00, (vii) 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 MOZN and the MOZN SubsidiariesCompany's business, (viii) 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 outstanding purchase order or contract for the purchase of materials involving in excess of $250,000 individually5,000.00, (x) any construction contracts involving future obligation of MOZN or any MOZN Subsidiary in excess of $250,000 individuallycontracts, (xi) any dealer, distribution, joint marketing or development agreement, (xii) any sales representative, original equipment manufacturer, value added, remarketer, reseller or independent software vendor or other agreement for use or distribution of the products or services of MOZN or any MOZN Subsidiary, or (xiiixii) any other agreement, contract or commitment that involves $250,000 individually 5,000.00 or more or is not cancelable without penalty within thirty (30) days. (b) Other than as disclosed on Schedule 2.13(b), the Company is in material compliance with and has not materially breached, violated or defaulted under, or received notice that it has breached, violated or defaulted under, any of the terms or conditions of any agreement, contract, covenant, instrument, lease, license or commitment required to be set forth on Schedule 2.13(a) (collectively a "Contract"), nor is the Company aware of any circumstance which is likely to cause it to or otherwise create 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 Schedule 2.13(b), 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 in connection with the Merger or for such Contracts to remain in effect without modification after the Closing. Following the Effective Time, the Company will be permitted to exercise all of the Company's rights under the Contracts 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. As of the date hereof, except Except as set forth in Section 3.8 Paragraph 4.13 of MOZN the Disclosure ScheduleLetter, MOZN the Company does not have continuing obligations under, is not a party to nor is it bound by: (ia) any collective bargaining agreements; (b) any agreements or arrangements that contain any severance pay or post-employment liabilities or obligations, other than as contemplated herein; (c) any bonus, deferred compensation, pension, profit sharing or retirement plans, or any other employee benefit plans or arrangements; (d) any employment or consulting agreement, contract or commitment, other than confidentiality agreements, commitment with an employee or individual consultant or salesperson or consulting or sales agreement, contract or commitment with a firm or other organization,; (iie) any agreement or plan, including, without limitation, any stock option plansplan, 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; (iiif) any fidelity or surety bond or completion bond,; (ivg) any lease of personal property having a value annual lease payments individually in excess of $50,000 25,000; (h) any agreement of indemnification or $100,000 guaranty other than in the aggregate,ordinary course of business; (vi) any agreement, contract or commitment containing any covenant limiting the freedom of MOZN the Company to engage in any line of business or to compete with any person,; (vij) any agreement, contract or commitment relating to capital expenditures and involving future payments in excess of $250,000 individually or $1,000,000 in the aggregate,25,000; (viik) 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 business of MOZN and the MOZN Subsidiaries,Company's business; (viiil) 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. (ixm) any purchase order or contract for the purchase of raw materials involving in excess of $250,000 individually,25,000 or more; (xn) any construction contracts involving future obligation of MOZN or any MOZN Subsidiary in excess of $250,000 individually,contracts; (xio) any dealer, distribution, joint marketing or development agreement, (xii) any sales representative, original equipment manufacturer, value added, remarketer, reseller or independent software vendor or other agreement for use or distribution of the products or services of MOZN or any MOZN Subsidiary, or (xiii) any other agreement, contract or commitment that involves $250,000 individually 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; (p) any agreement for the acquisition of any sales agency or distribution rights by the Company to any motion picture; (q) any agreement for the granting of any distribution right by the Company to any other party. The Company has not cancelable breached, violated or defaulted under, or received notice that it has breached, violated or defaulted under, any of the material terms or conditions of (i) any agreement, contract or commitment set forth in Paragraph 4.13 of the Disclosure Letter, 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 Paragraph 4.13 of the Disclosure Letter, is not subject to any default thereunder of which the Company is aware 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 in connection with the transactions contemplated by this Agreement, or as are required or advisable in order to remain in effect without penalty within thirty (30) daysmodification 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 Paragraph 4.13 of the Disclosure Letter. 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. As of the date hereof, except Except as set forth in Section 3.8 2.14 of MOZN the Disclosure ScheduleSchedule (specifying the appropriate subparagraph), MOZN the Company is not a party to, nor is it bound by:by any of the following (each, a “Material Contract”): (ia) any employment or consulting agreement, contract or commitment, other than confidentiality agreements, commitment with an employee Employee or individual consultant or salesperson salesperson, or consulting or sales agreementcontract, contract or commitment with a firm or other organization,; (iib) any agreement contract or plan, including, without limitation, any stock option plansplan, 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,; (iiic) any fidelity or surety bond or completion bond,; (ivd) any lease of personal property having a value individually in excess of $50,000 25,000 individually or $100,000 50,000 in the aggregate and any Lease Agreement; (e) any agreement of indemnification or guaranty under which the Company has actual or potential liability that exceeds $25,000 individually or $50,000 in the aggregate,, other than pursuant to contracts entered into in the ordinary course of business and identified pursuant to another subparagraph of this Section 2.14; (vf) any agreement, contract or commitment containing any covenant limiting the freedom of MOZN to engage in any line of business or to compete with any person, (vi) any agreement, contract or commitment relating to capital expenditures and involving future payments in excess of $250,000 25,000 individually or $1,000,000 50,000 in the aggregate,; (viig) 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 MOZN and the MOZN Subsidiaries,Company’s business; (viiih) 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,credit involving in excess of $25,000 individually or $50,000 in the aggregate; (ixi) any purchase order or contract for the purchase of materials involving future payments in excess of $250,000 individually,25,000 individually or $50,000 in the aggregate; (xj) any construction contracts involving contract containing covenants or other obligations granting or containing any current or future obligation commitments regarding exclusive rights, non-competition, “most favored nations,” restriction on the operation or scope of MOZN its businesses or operations, or similar terms; (k) any MOZN Subsidiary dealer, distribution or marketing contract requiring or reasonably anticipated to result in future payments by any party thereto in excess of $250,000 individually,25,000 annually or $50,000 in the aggregate; (xil) any dealer, distributiondevelopment, joint marketing venture, partnership or development agreement,similar contract; (xiim) any sales representative, original equipment manufacturer, manufacturing, value added, remarketer, reseller reseller, or independent software vendor vendor, or other agreement contract for use or distribution of the products products, technology or services of MOZN the Company; (n) any customer contract involving, or reasonably expected to involve revenues to the Company in excess of $25,000 annually or $50,000 in the aggregate; (o) any MOZN Subsidiaryagreement that is royalty bearing; (p) any contract with respect to any Intellectual Property or Intellectual Property Rights, including without limitation, any in-bound licenses, out-bound licenses and cross licenses, but excluding (i) non-exclusive in-licenses and purchase agreements for commercial off-the-shelf Intellectual Property that are generally available on nondiscriminatory pricing terms, in the case of software for a cost of not more than $5,000 for a perpetual license for a single user or work station or $50,000 in the aggregate for all users and work stations (“Shrink-Wrap Code”) and (ii) non-disclosure agreements entered into in the ordinary course of business; or (xiiiq) any other agreement, contract or commitment that involves the payment or receipt by the Company of $250,000 25,000 individually or $50,000 in the aggregate and is not cancelable without penalty within thirty (30) days. (r) The Company is in compliance in all material respects with and has not breached, violated or defaulted under, or received notice that it has breached, violated or defaulted under, any of the terms or conditions of any Material Contract, nor does the Company have Knowledge of any event that would constitute such a breach, violation or default with the lapse of time, giving of notice or both. Each Material Contract is in full force and effect, and 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, or reasonably likely to become subject to any default thereunder. Section 2.14(r) of the Disclosure Schedule sets forth all necessary consents, waivers and approvals of parties to any Material Contracts as are required thereunder in connection with the Merger, or for any such Material Contract to remain in full force and effect without limitation, modification or alteration after the Effective Time so as to preserve all rights of, and benefits to, the Company under such Material Contracts from and after the Effective Time. Section 2.14(r) of the Disclosure Schedule identifies each Material Contract which by its terms will terminate or may be terminated by either party thereto, solely by the passage of time or at the election of either party. Following the Effective Time, the Interim Surviving Corporation will be permitted to exercise all of its rights under the Material 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 pursuant to the terms of such Material Contracts had the transactions contemplated by this Agreement not occurred.

Agreements, Contracts and Commitments. As of the date hereof, except Except as set forth in Section 3.8 of MOZN the ------------------------------------- Disclosure Schedule, MOZN the Company is not a party to nor is it bound by: (ia) any employment or consulting agreement, contract or commitment, other than confidentiality agreements, commitment with an employee or individual consultant or salesperson or consulting or sales agreement, contract or commitment with a firm or other organization,; (iib) any agreement or plan, including, without limitation, any stock option plansplan, 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,; (iiic) any fidelity or surety bond or completion bond,; (ivd) any lease of personal property having a value individually in excess of $50,000 25,000 individually or $100,000 in the aggregate,; (v) any agreement, contract or commitment containing any covenant limiting the freedom of MOZN to engage in any line of business or to compete with any person, (vie) any agreement, contract or commitment relating to capital expenditures and involving future payments in excess of $250,000 25,000 individually or $1,000,000 100,000 in the aggregate,; (viif) 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 MOZN and the MOZN Subsidiaries,Company's business; (viiig) 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,; (ixh) any purchase order or contract for the purchase of materials involving in excess of $250,000 individually, 25,000 individually or $100,000 in the aggregate; (xi) any construction contracts involving future obligation of MOZN or any MOZN Subsidiary in excess of $250,000 individually, (xi) any dealer, distribution, joint marketing or development agreement, (xii) any sales representative, original equipment manufacturer, value added, remarketer, reseller or independent software vendor or other agreement for use or distribution of the products or services of MOZN or any MOZN Subsidiary, or (xiii) any other agreement, contract or commitment that involves $250,000 individually or is not cancelable without penalty within thirty (30) days.contracts;

Agreements, Contracts and Commitments. As (a) The Company is not a party to, nor is it bound by any of the date hereoffollowing under which any party thereto has or may have any remaining obligation or liability (whether accrued, except as set forth in Section 3.8 of MOZN Disclosure Scheduleabsolute, MOZN is not bound by:contingent, matured, unmatured or otherwise) (each, a "MATERIAL CONTRACT"): (i) any employment or consulting agreement, contract Contract or commitment, other than confidentiality agreements, commitment with an employee Employee or individual consultant or salesperson salesperson, or consulting or sales agreementContract, contract or commitment with a firm or other organization,organization requiring annual payments in excess of $100,000; (ii) any agreement Contract or plan, including, without limitation, any stock option plansplan, 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,; (iii) any fidelity or surety bond or completion bond,; (iv) any lease of personal property having a value individually in excess of $50,000 25,000 individually or $100,000 50,000 in the aggregate,aggregate and any Lease Agreement; (v) any agreement, contract agreement of indemnification or commitment containing any covenant limiting guaranty under which the freedom of MOZN to engage Company's has actual or potential liability that exceeds $25,000 individually or $50,000 in any line of business or to compete with any person,the aggregate; (vi) any agreement, contract Contract or commitment relating to capital expenditures and involving future payments in excess of $250,000 100,000 individually or $1,000,000 250,000 in the aggregate,; (vii) any agreement, contract Contract or commitment relating to the uncompleted disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course of the business of MOZN and the MOZN Subsidiaries,Company's business; (viii) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit,; (ix) any purchase order or contract Contract for the purchase of materials involving in excess of $250,000 individually,25,000 individually or $50,000 in the aggregate; (x) any construction contracts involving Contract containing covenants or other obligations granting or containing any current or future obligation commitments regarding exclusive rights, non-competition, "most favored nations," restriction on the operation or scope of MOZN its businesses or any MOZN Subsidiary in excess of $250,000 individually,operations, or similar terms; (xi) any dealer, distribution, joint distribution or marketing Contract requiring or development agreement,reasonably anticipated to result in payments by any party thereto in excess of $25,000 annually or $50,000 in the aggregate; (xii) any development, joint venture, partnership or similar Contract; (xiii) any sales representative, original equipment manufacturer, manufacturing, value added, remarketer, reseller reseller, or independent software vendor vendor, or other agreement Contract for use or distribution of the products products, technology or services of MOZN the Company; (xiv) any customer Contract involving, or reasonably expected to involve revenues to the Company in excess of $25,000 annually or $50,000 in the aggregate; (xv) any agreement that is royalty bearing or any MOZN SubsidiaryContract with respect to any Intellectual Property or Intellectual Property Rights, including without limitation, any cross licenses, but excluding (i) non-exclusive in-licenses and purchase agreements for commercial off-the-shelf Intellectual Property that are generally available on nondiscriminatory pricing terms, in the case of software for a cost of not more than $5,000 for a perpetual license for a single user or work station or $50,000 in the aggregate for all users and work stations ("SHRINK-WRAP CODE") and (ii) non-disclosure agreements entered into in the ordinary course of business; or (xiiixvi) any other agreement, contract Contract or commitment that involves the payment or receipt by the Company of $250,000 25,000 individually or $50,000 in the aggregate or more and is not cancelable without penalty within thirty (30) days. (b) The Company is in compliance in all material respects with and has not materially breached, materially violated or defaulted under, or received written notice that it has breached, violated or defaulted under, any Material Contract, nor does the Company have Knowledge of any event that would constitute such a breach, violation or default with the lapse of time, giving of notice or both. Each Material Contract is in full force and effect and to the Knowledge of the Company no other party obligated to the Company pursuant to any such Material Contract has materially

Agreements, Contracts and Commitments. As of the date hereof, except (a) Except as set forth in Section 3.8 Sections 2.13(e) or 2.14(a) of MOZN the Company Disclosure Schedule, MOZN the Company is not a party to nor is it bound by: (i) any agreements or arrangements that contain any severance pay or post-employment liabilities or obligations exceeding $20,000, (ii) any bonus, deferred compensation, pension, profit sharing or retirement plans, or any other employee benefit plans or arrangements, (iii) any employment or consulting agreement, contract or commitment, other than confidentiality agreements, commitment with an employee or individual consultant or salesperson or consulting or sales agreement, contract or commitment with a firm or other organization, (iiiv) any agreement or plan, including, including without limitation, any stock option plansplan, 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, (iiiv) any fidelity or surety bond or completion bond, (ivvi) any lease of personal property having a value individually in excess of $50,000 or $100,000 in the aggregate20,000, (vvii) any agreement, contract or commitment containing any covenant limiting the freedom of MOZN the Company to engage in any line of business or to compete with any person, (viviii) any agreement of indemnification or guaranty out of the ordinary course of business or caused by mandatory law, (ix) any agreement, contract or commitment relating to capital expenditures and involving future payments in excess of $250,000 20,000 individually or $1,000,000 40,000 in the aggregate, (viix) 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 MOZN and the MOZN SubsidiariesCompany's business, (viiixi) 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 $10,000 individually or $20,000 in the aggregate, (ixxii) any purchase order or contract for the purchase of materials involving in excess of $250,000 individually20,000 individually or $40,000 in the aggregate, (xxiii) any construction contracts involving future obligation of MOZN agreement, contract or commitment containing any MOZN Subsidiary in excess of $250,000 individuallyrepresentation, warranty or covenant to the effect that products or programs developed by the Company, or services performed by the Company, are Year 2000 Compliant, (xixiv) any dealer, distribution, joint marketing or development agreement, (xii) any sales representative, original equipment manufacturer, value added, remarketer, reseller or independent software vendor or other agreement for use or distribution of the products or services of MOZN or any MOZN Subsidiary, or (xiiixv) any other agreement, contract or commitment that involves $250,000 20,000 individually or $40,000 in the aggregate or more or is not cancelable without penalty within thirty (30) daysdays or has not been entered into in the ordinary course of business. (b) The Company is in compliance with and has not 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 agreement, contract, covenant, instrument, lease, license or commitment to which the Company is a party or by which it or its properties is bound (collectively a "Contract"), nor is the Company or the Shareholders 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 Section 2.14(b) of the Company Disclosure Schedule, is not subject to any default thereunder by any party obligated to the Company pursuant thereto. The Company has obtained, or will use reasonable best efforts to obtain prior to the Closing Date, all necessary consents, waivers and approvals of parties to any Contract as are required thereunder in connection with the Acquisition for such Contracts to remain in effect without modification after the Closing. Following the Closing, 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 that the Company would otherwise be required to pay had the transactions contemplated by this Agreement not occurred.

Agreements, Contracts and Commitments. As Set forth on Section 2.13 of ------------------------------------- the Company Disclosure Schedule is a list or description of each of the date hereoffollowing to which the Company is a party (each, except as set forth in Section 3.8 of MOZN Disclosure Schedule, MOZN is not bound by:a "Company Contract" and ---------------- collectively the "Company Contracts"): ----------------- (i) any employment or consulting agreement, contract or commitment, other than confidentiality agreements, binding commitment with an employee employee, contract worker or individual consultant or salesperson or consulting or sales agreement, contract or commitment with a firm or other organization,salesperson; (ii) any agreement or plan, including, without limitation, any stock option plansplan, stock appreciation rights plan or stock purchase planplan (other than the 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,; (iii) any fidelity or surety bond or completion bond,; (iv) any lease of personal property having a value individually in excess of $50,000 100,000 individually or $100,000 300,000 in the aggregate,; (v) any agreement, contract or commitment containing any covenant limiting the freedom of MOZN to engage in any line of business or to compete with any person, (vi) any agreement, contract or commitment relating to capital expenditures and involving future payments in excess of $250,000 100,000 individually or $1,000,000 500,000 in the aggregate,; (viivi) 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 MOZN and the MOZN Subsidiaries,Company's business; (viiivii) 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,credit (other than in connection with the exercise of Company Options pursuant to a promissory note as specifically contemplated by the Plan); (ixviii) any purchase order or contract for the purchase of materials involving in excess of $250,000 individually,75,000 individually or $300,000 in the aggregate; (x) any construction contracts involving future obligation of MOZN or any MOZN Subsidiary in excess of $250,000 individually, (xiix) any dealer, distribution, joint marketing or development agreement,; (xiix) any sales representative, original equipment manufacturer, value added, remarketer, reseller or independent software vendor or other agreement for use or distribution of the products Company's products, technology or services of MOZN or any MOZN Subsidiary, services; or (xiiixi) any other agreement, contract or commitment that involves $250,000 100,000 individually or $1,000,000 in the aggregate or more and is not cancelable without penalty within thirty (30) days. Each Company Contract is in full force and effect. Neither the Company nor to the Company's knowledge, any other party to a Company Contract, is in breach, violation or default under, and the Company has not received notice that it has breached, violated or defaulted under, any of the material terms or conditions of any Company Contract in such a manner as would permit any other party to cancel or terminate any such Company Contract, or would permit any other party to seek damages, which would be reasonably likely to exceed $50,000 (for any or all of such breaches, violations or defaults, in the aggregate).

Agreements, Contracts and Commitments. As of the date hereof, except (a) Except as set forth in Section 3.8 of MOZN Disclosure Scheduleon SCHEDULE 2.14(a), MOZN Margate does not have, is not a party to nor is it bound by: (i) any contracts or agreements, to which Margate is a party with respect to any Intellectual Property with a value or cost in excess of $25,000; (ii) any currently effective employment or consulting agreement, agreement or contract (or commitment, other than confidentiality agreements, commitment to enter into any such agreement or contract) with an employee or individual consultant or salesperson or currently effective consulting or sales agreement, agreement or contract (or commitment to enter into any such agreement or contract) with a firm or other organization, (iiiii) any agreement or plan, including, without limitation, any stock option plansplan, 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, (iiiiv) any fidelity or surety bond or completion bond, (ivv) any lease of personal property having a value individually in excess of $50,000 or $100,000 in the aggregate25,000, (vvi) any agreement of indemnification, agreement providing for reimbursement of payments or providing a right of rescission, hold harmless or guaranty; or any obligation or liability with respect to infringement by Margate or any other person of the Intellectual Property rights of another person, (vii) any agreement, contract or commitment containing any covenant limiting the freedom of MOZN Margate to engage in any line of business or to compete with any person, (viviii) any agreement, contract or commitment relating to capital expenditures and involving future payments in excess of $250,000 10,000 individually or $1,000,000 25,000 in the aggregate, (viiix) 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 MOZN and the MOZN SubsidiariesMargate's business, (viiix) any mortgages, indentures, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit, (ixxi) any purchase order or contract for the purchase of materials involving in excess of $250,000 individually10,000 individually or $25,000 in the aggregate, (xxii) any construction contracts involving future obligation of MOZN or any MOZN Subsidiary in excess of $250,000 individuallycontracts, (xixiii) any dealer, distribution, joint marketing or development agreement, (xii) any sales representative, original equipment manufacturer, value added, remarketer, reseller or independent software vendor or other agreement for use or distribution of the products or services of MOZN or any MOZN Subsidiary, or (xiiixiv) any other agreement, contract or commitment that involves $250,000 individually 25,000 or more or is not cancelable without penalty within thirty (30) days. (b) Margate is in material compliance with and has not materially breached, violated or defaulted under, or received notice that it has breached, violated or defaulted under, any of the terms or conditions of any material agreement, contract, covenant, instrument, lease, license or commitment to which Margate is a party or by which it is bound (collectively a "CONTRACT"), nor is Margate 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 on SCHEDULE 2.14(b), is not subject to any material default thereunder by any party obligated to Margate pursuant thereto. Margate has obtained, or will obtain prior to the Closing Date, all necessary consents, waivers and approvals of parties to any Contract as are required thereunder in connection with the Reorganization or the Merger or for such Contracts to remain in effect without modification after the Closing.

Agreements, Contracts and Commitments. As of the date hereof, except (a) Except as set forth in Section 3.8 2.14(a) of MOZN the Disclosure Schedule, MOZN the Company is not a party to nor is it bound by: (i) any employment or consulting agreement, contract or commitment, other than confidentiality agreements, commitment with an employee or individual consultant or salesperson or consulting or sales agreement, contract or commitment with a firm or other organization,; (ii) any agreement or plan, including, without limitation, any stock option plansplan, 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,; (iii) any fidelity or surety bond or completion bond,; (iv) any lease of personal property having a value individually in excess of $50,000 10,000 individually or $100,000 25,000 in the aggregate,; (v) any agreement, contract or commitment containing any covenant limiting the freedom of MOZN the Company to engage in any line of business or to compete with any person, (vi) any agreement, contract or commitment relating to capital expenditures and involving future payments in excess of $250,000 individually or $1,000,000 50,000 per annum in the aggregate,; (vii) any agreement, contract or commitment relating to the leasing, licensing, disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course of the business of MOZN and the MOZN Subsidiaries,Company's business; (viii) 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 or contract for the purchase of materials involving in excess of $250,000 individually,10,000 individually or $25,000 in the aggregate; C&C VISION, INC STOCK ACQUISITION AGREEMENT (x) any construction contracts involving future obligation of MOZN or any MOZN Subsidiary in excess of $250,000 individually,contracts; (xi) any dealer, distribution, joint marketing or development agreement,; or (xii) any sales representative, original equipment manufacturer, value added, remarketer, reseller or independent software vendor or other agreement for use or distribution of the products or services of MOZN or any MOZN Subsidiary, or (xiii) any other agreement, contract or commitment that involves $250,000 10,000 individually or $25,000 in the aggregate or more or is not cancelable without penalty within thirty (30) days. (b) The Company is in compliance with and has not breached, violated or defaulted under, or received notice that it has breached, violated or defaulted under, any of the terms or conditions of any agreement, contract, covenant, instrument, lease, license or commitment to which the Company is a party or by which either is bound (collectively a "Contract"), nor is the Company or any 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, to the knowledge of the Shareholders, 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 in connection with the Acquisition for such Contracts to remain in effect without modification after the Closing. Following the Closing, 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. As of the date hereof, except Except as set forth in Section 3.8 of MOZN Disclosure Scheduleon Schedule 2.12, MOZN GAR does not have, is not a party to, nor is it bound by, and Neoforma will not be bound, by virtue of the transactions contemplated hereby, by: (ia) any employment or consulting agreement, contract or commitment, other than confidentiality agreements, with an employee or individual consultant or salesperson or consulting or sales agreement, contract or commitment with a under which any firm or other organizationorganization provides services to GAR, (iib) any operating agreement or plan, including, without limitation, any stock option plans, stock appreciation rights plan or stock purchase plan, any of other agreement relating to the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence operations 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 Agreementbusiness organization, including GAR, (iiic) any fidelity or surety bond or completion bond, (ivd) any lease of personal property having a value individually in excess of $50,000 or $100,000 in the aggregate15,000, (ve) any agreement of indemnification or guaranty, (f) any agreement, contract or commitment containing any covenant limiting the freedom of MOZN GAR to engage in any line of business or to compete with any person, (vig) any agreement, contract or commitment relating to capital expenditures and involving future payments in excess of $250,000 individually or $1,000,000 in the aggregate15,000, (viih) 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 MOZN and the MOZN SubsidiariesGAR's business, (viiii) 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 (i) hereof, (ixj) any purchase order or contract for the purchase of raw materials involving in excess of $250,000 individually15,000 or more, (xk) any construction contracts involving future obligation of MOZN or any MOZN Subsidiary in excess of $250,000 individuallycontracts, (xil) any dealer, distribution, joint marketing or development agreement, (xiim) any sales representativeagreement pursuant to which GAR has granted or may grant in the future, original equipment manufacturerto any party, value added, remarketer, reseller a source-code license or independent software vendor option or other agreement for right to use or distribution of the products or services of MOZN or any MOZN Subsidiaryacquire source-code, or (xiiin) any other agreement, contract or commitment that involves $250,000 individually 15,000 or more or is not cancelable without penalty within thirty (30) days.. 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 2.11(b) or Schedule 2.12, as appropriate, GAR has not breached, violated or defaulted under, or received notice that it has breached, violated or defaulted under, any of the terms or conditions of any agreement, contract or commitment required to be set forth on Schedule 2.11(b) or Schedule 2.12 (any such agreement, contract or commitment, a "GAR CONTRACT"). Each GAR Contract is in full force and effect and, except as otherwise disclosed in

Agreements, Contracts and Commitments. As (a) Except as set forth in Section 2.14(a) of the Disclosure Schedule (specifying the appropriate paragraph), as of the date hereof, except as set forth in Section 3.8 neither the Company nor any of MOZN Disclosure Scheduleits subsidiaries is a party to, MOZN is not or bound by: (i) (A) any employment form of employment, contractor or consulting agreement, contract or commitment, commitment with any current Employee (other than confidentiality agreementsany Personnel Agreements), with an employee or individual consultant or salesperson or consulting or sales (B) any agreement, contract or commitment to grant any severance or termination pay (in cash or otherwise) to any Employee, or (C) any other form of Employee Agreement with a firm or current Employee (other organization,than any Personnel Agreements); (ii) any agreement or plan, including, without limitation, including any stock option plansplan, 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 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,; (iii) any fidelity or surety bond or completion bond,; (iv) any lease of any real or personal property having a value individually in excess of $50,000 or $100,000 in the aggregate,property; (v) any agreementagreement providing for indemnification, contract warranty or commitment containing any covenant limiting guaranty in an amount that is material to the freedom Company, other than those agreements that were entered into in the ordinary course of MOZN to engage in any line of business or to compete with any person,business; (vi) any agreement, contract or commitment relating to capital expenditures and involving future payments in any amount in excess of $250,000 100,000 individually or $1,000,000 250,000 in the aggregate,, in each case in any fiscal year; (vii) any agreement, contract or commitment Contract relating to the disposition or acquisition of ownership of assets or any interest in any business enterprise outside the ordinary course of the business of MOZN and the MOZN Subsidiaries,Company’s business; (viii) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit,; (ix) any purchase order or contract Contract for the purchase of materials involving tangible items of equipment or related services in any amount in excess of $100,000 individually or $250,000 individually,in the aggregate, in each case in any fiscal year; (x) any construction contracts involving future obligation of MOZN or any MOZN Subsidiary in excess of $250,000 individually,Inbound License; (xi) any Outbound License; (xii) any agreement, contract or commitment with any guild or union; (xiii) any agreement contract or commitment with any collective or agency responsible for collecting fees with respect to the use, reproduction or performance of copyrighted works, including without limitation, any reproduction or performing rights organization; (xiv) any agreement, contract or commitment with a content delivery network, colocation provider, data center, or other provider of network services (xv) any joint marketing or affiliate agreement; (xvi) any dealer, distribution, joint marketing or development agreement, (xii) any sales representative, original equipment manufacturer, value added, remarketer, reseller or independent software vendor reseller, or other agreement for use the distribution or distribution syndication of the products Company Products; (xvii) any joint venture or services of MOZN joint development arrangement; (xviii) any Contract pursuant to which the Company or any MOZN Subsidiaryof its subsidiaries is bound to or has committed to provide any product or service to any third party on a most favored nation basis or similar terms; (xix) any terms of use, or terms of service, or other Contract for third-party websites and other publicly accessible online sources from which the Company, any of its subsidiaries, or a person acting on behalf of the Company or any of its subsidiaries has extracted or collected information that is Company Data through the use of any “scrapers,” “spiders,” “bots” or other automated software programs or processes, including those posted or implemented as “browsewrap” or “clickwrap” agreements; (xx) any Contract granting any license to or from the Company or any of its subsidiaries with respect to Company Data, other than grants to service providers to use such Company Data in connection with the provision of services to the Company or any of its subsidiaries; or (xiiixxi) any other agreement, contract or commitment that involves $250,000 100,000 individually or $250,000 in the aggregate or more, in each case in any fiscal year, and is not cancelable without penalty within thirty (30) 180 days. (b) The Company has made available true and complete copies of each Contract required to be disclosed pursuant to Sections 2.2, 2.11, 2.12, 2.13 (including, for the avoidance of doubt, each Contract entered into on a Standard Form Agreement), 2.14(a) and 2.21(a). For the purposes of this Agreement, each of the foregoing Contracts referenced in this subsection (b) as well as any Contracts entered into subsequent to the date hereof and prior to the Closing Date that would have been required to be disclosed pursuant to Sections 2.2, 2.11, 2.12, 2.13 (including, for the avoidance of doubt, each Contract entered into on a Standard Form Agreement), 2.14(a) and 2.21(a) if such Contract had been in effect as of the Closing Date, shall each be a “Material Contract” and collectively are the “Material Contracts.” The Company has made available true and complete copies of each of the other documents listed on the Disclosure Schedule. (c) Each 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 and its subsidiaries, and, to the Knowledge of the Company, each other party thereto, enforceable against the Company and its subsidiaries, and, to the Knowledge of the Company, each other party thereto, in accordance with its terms, and is in full force and effect with respect to the Company and its subsidiaries and, to the Knowledge of the Company, each other party thereto, subject to (i) laws of general application relating to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, and (ii) general principles of equity. The Company and its subsidiaries are in material compliance with and have not materially breached, violated or defaulted under, or received notice that they have materially breached, violated or defaulted under, any of the terms or conditions of any Material Contract or any Contract relating to Shrink-Wrap Software or Open Source Materials, nor to the Knowledge of the Company as of the date hereof, is any party obligated to the Company or any of its subsidiaries pursuant to any Material Contract subject to any material breach, violation or default thereunder, nor does the Company have Knowledge on the date hereof of any presently existing facts or events that, with the lapse of time, giving of notice, or both would constitute such a material breach, violation of default by the Company, any of its subsidiaries or any such other party. As of the date hereof, there are no new Contracts being actively negotiated that would be required to be listed in Section 2.14(a). (d) The Company and its subsidiaries have fulfilled all material obligations required to have been performed by the Company and its subsidiaries, respectively, prior to the date hereof pursuant to each Material Contract. (e) All outstanding Indebtedness for borrowed money of the Company or any of its subsidiaries may be prepaid without penalty.

Agreements, Contracts and Commitments. As of the date hereof, except Except as set forth in Section 3.8 2.15 of MOZN the Disclosure ScheduleSchedule (specifying the appropriate paragraph): (a) Neither Company nor any of its Subsidiaries is a party to, MOZN or is not it bound by: (i) any employment (1) employment, contractor or consulting agreement, (2) contract or commitment, other than confidentiality agreements, commitment with an employee Employee or individual consultant consultant, contractor, or salesperson salesperson, (3) any agreement, contract or commitment to grant any severance or termination pay (in cash or otherwise) to any Employee, or (4) any contractor, consulting or sales agreement, contract contract, or commitment with a firm or other organization,; (ii) any agreement or plan, including, without limitation, including any stock option plansplan, 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,; (iii) any fidelity or surety bond or completion bond,; (iv) any collective bargaining, union or works council agreements; (v) any lease of personal property having a value individually in excess of $50,000 individually or $100,000 in the aggregate, (v) any agreement, contract or commitment containing any covenant limiting the freedom of MOZN to engage in any line of business or to compete with any person,; (vi) any agreement that provides for surety, guaranty or indemnification obligations; (vii) any agreement, contract Contract, lease or commitment relating to capital expenditures and involving future payments in excess of $250,000 10,000 individually or $1,000,000 20,000 in the aggregate,; (viiviii) 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 MOZN and the MOZN Subsidiaries,Mariposa Australia’s business; (viiiix) 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,; (ixx) any purchase order or contract for the purchase of materials involving in excess of $250,000 individually,10,000 individually or $20,000 in the aggregate; (xxi) any construction contracts involving future obligation of MOZN or any MOZN Subsidiary in excess of $250,000 individually,contracts; (xixii) any dealer, distribution, joint marketing marketing, strategic alliance, affiliate or development agreement, (xii) any sales representative, original equipment manufacturer, value added, remarketer, reseller or independent software vendor or other agreement for use or distribution of the products or services of MOZN or any MOZN Subsidiary, or; (xiii) any other agreement, contract or commitment to alter Mariposa Australia’s interest in any corporation, association, joint venture, partnership or business entity in which Mariposa Australia directly or indirectly holds any interest; (xiv) any agreement, contract or commitment pursuant to which Mariposa Australia or any of its Subsidiaries has undertaken to, or pursuant to which the receipt of revenue is contingent upon, the delivery of products or service offerings not in commercial existence as of the date hereof, and specifically not contingent upon the release of any new product or new version of an existing product; (xv) any other agreement, Contract, lease or commitment, including without limitation, any service, operating or management agreement or arrangement with respect to any of the Leased Real Property, that involves $250,000 10,000 individually or $20,000 in the aggregate or more and is not cancelable without penalty within thirty 30 days; or (30b) daysExcept as set forth in Section 2.15(b) of the Disclosure Schedule, each Contract to which Mariposa Australia 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 Mariposa Australia or any of its Subsidiaries enforceable against each of the parties thereto in accordance with its terms, and is in full force and effect with respect to Mariposa Australia or any of its Subsidiaries and, to the Knowledge of Mariposa Australia, any other party thereto, except as such enforceability may be limited by bankruptcy, insolvency, moratorium and other similar laws affecting creditors’ rights generally and by general principles of equity. Mariposa Australia is in material compliance with, and has not materially breached, violated or defaulted under, or received notice that it has materially breached, violated or defaulted under, any of the terms or conditions of any such Contract, nor to the Knowledge of Mariposa Australia is any party obligated to Mariposa Australia or any of its Subsidiaries pursuant to any such Contract subject to any breach, violation or default thereunder, nor does Mariposa Australia 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 Mariposa Australia or any of its Subsidiaries or any such other party. True and complete copies of each Contract disclosed in the Disclosure Schedule or required to be disclosed pursuant to this Section 2.15 (each a “Material Contract” and collectively, the “Material Contracts”) have been delivered to Mariposa US. (c) Mariposa Australia and each of its Subsidiaries has fulfilled all material obligations required pursuant to each Contract to have been performed by Mariposa Australia or any of its Subsidiaries prior to the date hereof, and, without giving effect to the Acquisition, Mariposa Australia will fulfill, when due, all of its obligations under the Material Contracts that remain to be performed after the date hereof through the Closing Date. (d) All outstanding indebtedness of Mariposa Australia or any of its Subsidiaries may be prepaid without penalty.

Agreements, Contracts and Commitments. As of the date hereof, except Except as set forth in Section 3.8 2.16 of MOZN the Disclosure ScheduleSchedule (specifying the appropriate paragraph): (a) Neither Company nor any of its Subsidiaries is a party to, MOZN or is not it bound by: (i) any employment agreement for an annual amount greater than $75,000 relating to (1) employment, contractor or consulting arrangements or with respect to which severance payments or benefit obligations have arisen or may arise (other than COBRA obligations), (2) contract or commitment with an Employee or individual consultant, contractor, or salesperson, (3) any agreement, contract or commitmentcommitment to grant any severance or termination pay (in cash or otherwise) to any Employee, other than confidentiality agreementsor (4) any contractor, with an employee or individual consultant or salesperson or consulting or sales agreement, contract contract, or commitment with a firm or other organization,; (ii) any agreement or plan, including, without limitation, including any stock option plansplan, 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,; (iii) any fidelity collective bargaining, union or surety bond or completion bond,works council agreements; (iv) any lease of personal property having a value individually in excess of $50,000 25,000 individually or $100,000 75,000 in the aggregate,; (v) any agreementagreement that provides for surety, contract guarantee or commitment containing any covenant limiting the freedom of MOZN to engage in any line of business or to compete with any person,indemnification obligations; (vi) any agreement, contract Contract, lease or commitment relating to capital expenditures and involving future payments in excess of $250,000 25,000 individually or $1,000,000 75,000 in the aggregate,; (vii) 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 MOZN and the MOZN Subsidiaries,Company’s business; (viii) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit,; (ix) any purchase order or contract for the purchase of materials involving in excess of $250,000 individually,25,000 individually or $75,000 in the aggregate; (x) any construction contracts involving future obligation of MOZN or any MOZN Subsidiary in excess of $250,000 individually,contracts; (xi) any dealer, distribution, joint marketing marketing, strategic alliance, affiliate or development agreement,; (xii) any agreement, contract or commitment pursuant to which the Company or any of its Subsidiaries has undertaken to, or pursuant to which the receipt of revenue is contingent upon, the delivery of products or service offerings not in commercial existence and generally available for use by the Company’s end customers as of the date hereof, and specifically not contingent upon the release of any new product or new version of an existing product; (xiii) any sales representative, original equipment manufacturer, manufacturing, value added, remarketer, reseller reseller, or independent software vendor vendor, or other agreement for use or distribution of the products products, technology or services of MOZN the Company or any MOZN Subsidiary, of its Subsidiaries; or (xiiixiv) any other agreement, contract Contract, lease or commitment commitment, including, without limitation, or any service, operating or management agreement or arrangement with respect to any of the Leased Real Property, that involves $250,000 25,000 individually or $75,000 in the aggregate or more and is not cancelable without penalty within thirty 30 days (30other than customer sales contracts). (b) daysEach 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 written agreement of the Company or any of its Subsidiaries enforceable against each of the parties thereto in accordance with its terms, and is in full force and effect with respect to the Company or any of its Subsidiaries and, to the Knowledge of the Company, any other party thereto except as such enforceability may be limited by bankruptcy, insolvency, moratorium and other similar laws affecting creditors’ rights generally and by general principles of equity. With respect to such Contracts, properties or assets, there are no verbal agreements, side-letters or other non-contractual arrangements or communications which might be considered by the other party as committing the Company to any course of action. The Company is in material compliance with and has not materially breached, violated or defaulted under, or received notice that it has materially breached, violated or defaulted under, any of the terms or conditions of any such Contract, nor to the Knowledge of the Company is any party obligated to the Company or any of its Subsidiaries pursuant to any such Contract subject to any 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 material breach, violation or default by the Company or any of its Subsidiaries or any such other party. True and complete copies of each Contract disclosed in the Disclosure Schedule or required to be disclosed pursuant to this Section 2.16 (each a “Material Contract” and collectively, the “Material Contracts”) and all amendments or modifications thereto have been delivered or made available to Parent. (c) The Company and each of its Subsidiaries has fulfilled all material obligations required pursuant to each Material Contract to have been performed by the Company or any of its Subsidiaries prior to the date hereof, and, without giving effect to the Merger, the Company will fulfill, when due, all of its obligations under the Material Contracts that remain to be performed after the date hereof. (d) All outstanding indebtedness of the Company or any of its Subsidiaries may be prepaid without penalty.

Agreements, Contracts and Commitments. As of the date hereof, except (a) Except as set forth in Section 3.8 3.17(a) of MOZN the Disclosure Schedule, MOZN the Company is not a party to nor is it bound by: (i) any employment or consulting agreement, contract or commitment, other than confidentiality agreements, commitment with an employee or individual consultant or salesperson or consulting or sales agreement, contract or commitment with a firm or other organization,; (ii) any agreement or plan, including, without limitation, any stock option plansplan, 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,; (iii) any fidelity or surety bond or completion bond,; (iv) any lease of personal property having a value individually in excess of $50,000 10,000 individually or $100,000 25,000 in the aggregate,; (v) any agreement, contract or commitment containing any covenant limiting the freedom of MOZN the Company to engage in any line of business or to compete with any person, (vi) any agreement, contract or commitment relating to capital expenditures and involving future payments in excess of $250,000 25,000 individually or $1,000,000 50,000 in the aggregate,; (vii) any agreement, contract or commitment relating to the disposition or acquisition sale of assets or any interest in any business enterprise outside the ordinary course of the business of MOZN and the MOZN Subsidiaries,Company's business; (viii) 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 or contract for the purchase of materials involving in excess of $250,000 individually,10,000 individually or $50,000 in the aggregate; (x) any construction contracts involving future obligation of MOZN or any MOZN Subsidiary in excess of $250,000 individually,contracts; (xi) any dealer, distribution, joint marketing or development agreement,; (xii) any sales representative, original equipment manufacturer, value added, remarketer, reseller or independent software vendor remarketer or other agreement for use or distribution of the Company's products or services services; (xiii) any written indemnification agreements between the Company and its directors and officers other than indemnification obligations set forth in the Company's Certificate of MOZN Incorporation or Bylaws; (xiv) any agreement granting a third-party a right of first offer or right of first refusal for any products of the Company or any MOZN Subsidiary, products developed by the Company in the future; or (xiiixv) any other agreement, contract or commitment that involves $250,000 25,000 individually or $50,000 in the aggregate or is not cancelable without penalty within thirty (30) days. (b) The Company is in compliance in all material respects with and has not breached, violated or defaulted under, or received notice that it has breached, violated or defaulted under, any of the terms or conditions of any agreement, contract, covenant, instrument, lease,

Agreements, Contracts and Commitments. As of the date hereof, except (a) Except as set forth in Section 3.8 of MOZN Disclosure Scheduleon Schedule 2.17(a), MOZN the Company is not a party to, nor is it bound by: (i) any employment agreement under which the consequences of a default or consulting agreement, contract or commitment, termination would reasonably be expected to have a Material Adverse Effect on the Company; (ii) any agreement between the Company and any shareholder of the Company (other than confidentiality agreementsin their capacity as such); (iii) any agreement containing a "most favored nation" pricing clause granted by the Company; (iv) any agreement granting an exclusive license to any Company Intellectual Property or creating exclusive distribution rights; (v) any agreement of indemnification or guaranty other than agreements entered into in the ordinary course of business in connection with the sale of goods or services; (vi) any employment, with an employee or individual consultant or salesperson or consulting or sales agreement, contract or commitment with an individual employee, consultant or salesperson, or with a firm or other organization,; (iivii) any agreement or plan, including, without limitation, any stock option plansplan, 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 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,; (iiiviii) any fidelity or surety bond or completion bond,; (ivix) any lease of personal property having a value individually in excess of $50,000 individually or $100,000 in the aggregate,; (v) any agreement, contract or commitment containing any covenant limiting the freedom of MOZN to engage in any line of business or to compete with any person, (vix) any agreement, contract or commitment relating to capital expenditures and involving future payments in excess of $250,000 50,000 individually or $1,000,000 100,000 in the aggregate,; (viixi) 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 of MOZN and the MOZN Subsidiaries,consistent with past practices; (viiixii) 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,; (ixxiii) any purchase order or contract for the purchase of materials involving in excess of $250,000 individually,50,000 individually or $100,000 in the aggregate; (x) any construction contracts involving future obligation of MOZN or any MOZN Subsidiary in excess of $250,000 individually, (xixiv) any dealer, distribution, joint marketing marketing, joint venture or development agreement,, strategic alliance, or any other agreement (noncompete or otherwise) that reasonably could be expected to have the effect of prohibiting or impairing any business practice of the Company, any acquisition of property by the Company, the conduct of business by the Company, or the manufacture, sale, licensing or distribution by the Company of any product, service, Intellectual Property or Intellectual Property Right in any manner, or otherwise limiting the freedom of the Company to engage in any line of business or compete with any Person; (xiixv) any sales representative, original equipment manufacturer, value added, remarketer, reseller reseller, or independent software vendor agreement, or other agreement for use or distribution of the products Company's products, technology or services of MOZN or any MOZN Subsidiary, services; or (xiiixvi) any other agreement, contract or commitment that involves $250,000 50,000 individually or $100,000 in the aggregate or more and is not cancelable by the Company without penalty within thirty (30) days. (b) The Company has delivered to Parent a correct and complete copy of each written agreement (as amended through the date of this Agreement) listed in Schedule 2.17(a). The Company has not breached, violated or defaulted under, nor received notice that it has breached, violated or defaulted under, nor has any event occurred that would constitute a breach, violation or default with the lapse of time, the giving of notice, or both, under any of the terms or conditions of any agreement, contract or commitment required to be set forth in Schedule 2.17(a) or Schedule 2.16 (any such agreement, contract or commitment, a "Listed Contract"). Each Listed Contract is in full force and effect and is not subject to any default thereunder by any party obligated to the Company pursuant thereto.

Agreements, Contracts and Commitments. As of the date hereof, except (a) Except as set forth in Section 3.8 of MOZN Disclosure ScheduleSchedules 2.13(g), MOZN 2.13(h) or 2.14(a), the Company is not a party to nor is it bound by: (i) any Any employment or consulting agreement, contract or commitment, other than confidentiality agreements, commitment with an employee or individual consultant or salesperson or consulting or sales agreement, contract or commitment with a firm or other organization,; (ii) any Any agreement or plan, including, without limitation, any stock option plansplan, 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,; (iii) any Any fidelity or surety bond or completion bond,; (iv) any Any lease of personal property having a value individually with fixed annual rental payments in excess of $50,000 or $100,000 in the aggregate,10,000; (v) any Any agreement, contract or commitment containing any covenant limiting the freedom of MOZN the Company to engage in any line of business or to compete with any person,; (vi) any Any agreement, contract or commitment relating to capital expenditures and involving future payments in excess of $250,000 10,000 either individually or $1,000,000 in the aggregate,; (vii) any 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 MOZN and the MOZN Subsidiaries,Company's business; (viii) any 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 Any purchase order or contract for the purchase of materials involving an amount in excess of $250,000 individually,10,000 either individually or in the aggregate; (x) any Any construction contracts involving future obligation of MOZN or any MOZN Subsidiary in excess of $250,000 individually,contracts; (xi) any Any dealer, distribution, joint marketing or development agreement,; (xii) any Any sales representative, original equipment manufacturer, value added, remarketer, reseller or independent software vendor remarketer or other agreement for use or distribution of the Company's products or services of MOZN or any MOZN Subsidiary, services; or (xiii) any Any other agreement, contract or commitment that involves $250,000 individually 10,000 or more or is not cancelable without penalty within thirty (30) days. (b) The Company is in compliance with and has not breached, violated or defaulted under, or received notice that it has breached, violated or defaulted under, any of the terms or conditions of any agreement, contract, covenant, instrument, lease, license or commitment to which the Company is a party or by which it is bound (collectively a "Contract"), nor is the Company or any of the Shareholders 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 there under 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 there under in connection with the Merger or for such Contracts to remain in effect without modification after the Closing. Following the Effective Time, the Surviving Corporation 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. As of the date hereof, except (a) Except as set forth in Section 3.8 on SCHEDULE 2.13(A), neither the Company nor any of MOZN Disclosure Schedule, MOZN its Subsidiaries is not presently party to or bound by: (i) any employment employment, consulting or consulting agreementsales agreement with any employee, contract or commitment, other than confidentiality agreements, with an employee or individual consultant or salesperson of the Company or consulting or sales agreement, contract or commitment with a firm or other organization,any of its Subsidiaries; (ii) any agreement or planplan relating to employee benefits or compensation, including, including without limitation, limitation any stock option plans, stock appreciation rights plan or stock purchase planplan with respect to Equity Interests of the Company or any Subsidiary, 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,; (iii) any fidelity or surety bond or completion bond,; (iv) any lease of personal property having a value individually an annual rental rate in excess of $50,000 2,000 individually or $100,000 20,000 in the aggregate,; (v) any agreement, contract or commitment containing any covenant limiting the freedom of MOZN to engage in any line of business or to compete with any person, (vi) any agreement, contract or commitment relating to capital expenditures and involving future payments in excess of $250,000 5,000 individually or $1,000,000 20,000 in the aggregate,; (viivi) 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 MOZN and the MOZN Subsidiaries,Company's business; (viiivii) any payables, mortgages, indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit,credit or evidencing any debt or any payable, debt or agreement which is secured by any assets of the Company or its Subsidiaries; (ixviii) any purchase order or contract for the purchase of materials or services involving in excess of $250,000 individually,2,000 individually or $20,000 in the aggregate; (ix) any construction contracts; (x) any construction contracts involving future obligation of MOZN or any MOZN Subsidiary in excess of $250,000 individually, (xi) any dealer, distribution, joint marketing or development agreement,agreement or agreements relating to territorial arrangements, sales representation, operating or consulting agreements; (xiixi) any sales representative, original equipment manufacturer, value added, remarketer, reseller or independent software vendor or other agreement for use or distribution of the Company's products, technology or services; (xii) any supplier or third party provider agreements; (xiii) any joint venture, partnership or other management agreements; (xiv) any advertising, marketing, telemarketing or promotional agreements; (xv) any tax sharing agreement with any other party; (xvi) any non-compete or other agreements restricting the business in any way; (xvii) any independent agent or independent contractor agreements; (xviii) any agreements for the discount of the services or products offered by the Company or services of MOZN its Subsidiaries; (xix) any agreements pursuant to which the Company or its Subsidiaries is obligated to indemnify any party; (xx) any agreements with any current or former officer, director, employee, consultant or equity holder or any MOZN Subsidiarypartnership, corporation, joint venture or other entity in which any such person has an interest; (xxi) any irrevocable right of use or similar agreements; (xxii) any agreement providing for the purchase of telecommunications minutes, services or traffic; or (xiiixxiii) any other agreement, contract or commitment that involves $250,000 2,000 individually or $20,000 in the aggregate or more and is not cancelable without penalty within thirty (30) calendar days. (b) The Company and each Subsidiary is in compliance with and 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 agreement, contract, lease, license or commitment to which it is a party or by which it is bound (collectively, the "Contracts"), nor does the Company have knowledge of any event that would constitute such a material 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 material default thereunder, nor, to the Knowledge of the Company, is any party obligated to the Company or any Subsidiary pursuant thereto subject to any material default thereunder. (c) 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 thereunder in connection with the Merger or for such Contracts to remain in effect without modification, limitation or alteration after the Effective Date. Following the Effective Date, the Company and each Subsidiary will be permitted to exercise all of its rights under the Contracts without the payment of any additional amounts or consideration other than amounts or consideration which the Company or any Subsidiary would otherwise be required to pay had the transactions contemplated by this Agreement not occurred.

Agreements, Contracts and Commitments. As of the date hereof, except (a) Except as set forth in Section 3.8 2.12(a) of MOZN the Shuttle Disclosure ScheduleLetter, MOZN each of Shuttle and its subsidiaries does not have continuing obligations under, is not a party to nor is it bound by: (i) any collective bargaining agreements, (ii) any agreements or arrangements that contain any severance pay, post-employment liabilities or obligations or "golden parachute" provisions (or similar provisions which provide for payment of consideration upon the completion of the transactions contemplated herein), (iii) any bonus, deferred compensation, pension, profit sharing or retirement plans, or any other employee benefit plans or arrangements, (iv) any employment or consulting agreement, contract or commitment, other than confidentiality agreements, commitment with an employee or individual consultant or salesperson or consulting or sales agreement, contract or commitment with a firm or other organizationorganization where the amount payable by Shuttle or the relevant subsidiary is reasonably expected to exceed $50,000 or its equivalent in applicable foreign currency, (iiv) any agreement or plan, including, without limitation, any stock option plansplan, 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, (iiivi) any fidelity or surety bond or completion bond, (ivvii) any lease of personal property having a value annual lease payments individually in excess of $50,000 or $100,000 in the aggregate25,000, (vviii) any agreement of indemnification, warranty or guaranty other than in the ordinary course of business, (ix) any agreement, contract or commitment containing any covenant limiting the freedom of MOZN Shuttle to engage in any line of business or to compete with any person, (vix) any agreement, contract or commitment relating to capital expenditures and involving future payments in excess of $250,000 individually or $1,000,000 50,000 in the aggregate, (viixi) 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 Shuttle's business of MOZN and the MOZN Subsidiariesor any subsidiary's business, (viiixii) any mortgages, indenturesdebentures, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit, (ixxiii) any purchase order or contract for the purchase of materials involving in excess of $250,000 individually, (x) any construction contracts involving future obligation of MOZN or any MOZN Subsidiary in excess of $250,000 individually, (xi) any dealer, distribution, joint marketing or development agreement, (xiixiv) any sales representativeagreement, original equipment manufacturercontract or commitment with any customer or vendor which, value addedduring the last two financial years of Shuttle ended on June 30, remarketer1998, reseller accounted, or independent software vendor is expected to account during Shuttle's current financial year, for more than 5% of Shuttle's revenue or other agreement for use or distribution of the products or services of MOZN or any MOZN Subsidiarytrade payables, as applicable, or (xiiixv) any other agreement, contract or commitment that involves $250,000 individually 75,000 or more or is not cancelable cancellable without penalty within thirty sixty (3060) days. (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 2.12(b) of the Shuttle Disclosure Letter, neither Shuttle nor any of its subsidiaries 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 agreement, contract or commitment set forth in Section 2.11 or Section 2.12(a) of the Shuttle Disclosure Letter (a SHUTTLE CONTRACT). Each Shuttle Contract is in full force and effect and, except as otherwise disclosed in Section 2.3(b) or 2.12(b) of the Shuttle Disclosure Letter, is not subject to any default thereunder of which any Exchanging Shareholder is aware by any party obligated to Shuttle or any subsidiary pursuant thereto.

Agreements, Contracts and Commitments. As of the date hereof, except (a) Except as set forth in Section 3.8 of MOZN Disclosure ScheduleSchedules 2.13(g), MOZN 2.13(h) or 2.14(a), the Company is not a party to nor is it bound by: (i) any Any employment or consulting agreement, contract or commitment, other than confidentiality agreements, commitment with an employee or individual consultant or salesperson or consulting or sales agreement, contract or commitment with a firm or other organization,; (ii) any Any agreement or plan, including, without limitation, any stock option plansplan, 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,; (iii) any Any fidelity or surety bond or completion bond,; (iv) any Any lease of personal property having a value individually with fixed annual rental payments in excess of $50,000 or $100,000 in the aggregate,10,000; (v) any Any agreement, contract or commitment containing any covenant limiting the freedom of MOZN the Company to engage in any line of business or to compete with any person,; (vi) any Any agreement, contract or commitment relating to capital expenditures and involving future payments in excess of $250,000 10,000 either individually or $1,000,000 in the aggregate,; (vii) any 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 MOZN and the MOZN Subsidiaries,Company's business; (viii) any 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 Any purchase order or contract for the purchase of materials involving an amount in excess of $250,000 individually,10,000 either individually or in the aggregate; (x) any Any construction contracts involving future obligation of MOZN or any MOZN Subsidiary in excess of $250,000 individually,contracts; (xi) any Any dealer, distribution, joint marketing or development agreement,; (xii) any Any sales representative, original equipment manufacturer, value added, remarketer, reseller or independent software vendor remarketer or other agreement for use or distribution of the Company's products or services of MOZN or any MOZN Subsidiary, services; or (xiii) any Any other agreement, contract or commitment that involves $250,000 individually 10,000 or more or is not cancelable without penalty within thirty (30) days. (b) The Company is in compliance with and has not breached, violated or defaulted under, or received notice that it has breached, violated or defaulted under, any of the terms or conditions of any agreement, contract, covenant, instrument, lease, license or commitment to which the Company is a party or by which it is bound (collectively a "Contract"), nor is the Company or any of the Shareholders 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 there under 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 there under in connection with the Merger or for such Contracts to remain in effect without modification after the Closing. Following the Effective Time, the Surviving Corporation 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. As (a) Section 2.15 of the Disclosure Schedule sets forth an accurate and complete list as of the date hereofof this Agreement (specifying the appropriate subparagraph) of the following Contracts to which the Company or any subsidiary is a party or to which it is bound to the extent currently in effect (each, except as set forth in Section 3.8 of MOZN Disclosure Schedule, MOZN is not bound by:a “Material Contract”): (i) any employment (A) contractor or consulting agreement, contract or commitment, other than confidentiality agreements, Contract with an employee or individual consultant or salesperson contractor providing for annual compensation in excess of $50,000, or (B) consulting or sales agreement, contract or commitment Contract with a firm or other organization,organization (excluding, in the case of the foregoing clauses (A) and (B), any agreement that is terminable on 60 or fewer days’ notice and does not provide severance or termination payments); (ii) any agreement or plan, including, without limitation, including any stock option plansplan, 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,; 000000000 x00 (iiixxx) any fidelity or surety bond or completion bond,bond for an amount in excess of $50,000; (iv) any lease of personal property or equipment having a an annual value individually in excess of $50,000 individually or $100,000 200,000 in the aggregate,; (v) any agreement, contract or commitment containing any covenant limiting the freedom of MOZN to engage in any line of business or to compete with any person, (vi) any agreement, contract or commitment relating to capital expenditures and involving future payments in excess of $250,000 50,000 individually or $1,000,000 200,000 in the aggregate,; (viivi) any agreement, contract or commitment relating to the disposition or acquisition of substantially all the assets of, or any interest in in, any business enterprise outside the ordinary course of the business of MOZN and the MOZN Subsidiaries,Company’s business, consistent with past practices; (viiivii) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of creditcredit involving more than $50,000; (viii) any agreement containing covenants or other obligations granting or containing any current or future commitments regarding exclusive rights, non-competition, “most favored nations,” restriction on the Company’s operations in any line of business or geographic area, or similar terms; (ix) any purchase order or contract for the purchase of materials involving in excess of $250,000 individually,agreement providing a Customer with an express refund right; (x) any construction contracts involving future obligation material agreement for the marketing, distribution or integration of MOZN or any MOZN Subsidiary in excess of $250,000 individually, (xi) any the Company Products other than by the consumer end-user, including dealer, distribution, joint marketing or development agreement, (xii) any marketing, development, sales representative, original equipment manufacturer, value addedmanufacturing, remarketer, reseller or independent software vendor reseller, business partner and joint venture agreements; (xi) any Customer agreement pursuant to which the Company has received revenue or other agreement payments in excess of $250,000 individually and $1,000,000 in the aggregate from a Customer; (xii) any (A) material in-bound licenses (other than non-exclusive licenses for use commercially available non-custom software made available on standard terms involving annual payments from the Company and its subsidiaries less than $50,000 in the aggregate that is not incorporated into, linked with, or distribution distributed (including on a hosted-service or software-as-a-service basis) in conjunction with any Company Products, and non-disclosure agreements, in each case entered into in the ordinary course of business), (B) material out-bound licenses (other than non-exclusive software license agreements, software-as-a-service agreements, proof-of-concept agreements, trial agreements and non-disclosure agreements with customers, in each case entered into in the products ordinary course of business consistent with past practices) and (C) material cross-licenses to which the Company is a party with respect to Technology or services Intellectual Property Rights, and, in the case of MOZN each of (A), (B), and (C), whether or any MOZN Subsidiary, ornot such license is exclusive; (xiii) any Lease Agreement; or 000000000 x00 (xxx) any other agreement, contract or commitment that involves payment in excess of $250,000 50,000 individually or $200,000 in the aggregate in any twelve month period and is not cancelable by the Company without penalty within thirty sixty (3060) days. (b) The Company has made available to Parent an accurate and complete copy of each Material Contract, including all material amendments thereto. The Company and its subsidiaries are in compliance in all material respects with and have not materially breached, violated or defaulted under, or received notice that any of them has materially breached, violated or defaulted under, any of the terms or conditions of any Material Contract, nor does the Company have Knowledge of any event that has occurred or any circumstance or condition that exists that (with or without the lapse of time, giving of notice or both) would constitute such a material breach, violation or default (it being acknowledged and agreed that non-written communications that, in the reasonable judgment of the Knowledge Parties, do not allege a breach or material violation or default of a Material Contract shall not constitute a breach of the terms of this Section 2.15(b). Each Material Contract is in full force and effect with respect to the Company or the subsidiary that is a party thereto and, to the Knowledge of the Company, with respect to each other party thereto, except to the extent it has previously expired in accordance with its terms, and neither the Company nor any of its subsidiaries is subject to any material 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 Material Contract subject to any material default thereunder.

Agreements, Contracts and Commitments. As of the date hereof(a) Except as American has previously advised Gateway, except as set forth in Section 3.8 of MOZN Disclosure Schedulewriting, MOZN American is not a party to nor is it bound by: (i) any employment or consulting agreement, contract or commitment, other than confidentiality agreements, commitment with an employee or individual consultant or salesperson or consulting or sales agreement, contract or commitment with a firm or other organization,; (ii) any agreement or plan, including, without limitation, any stock option plansplan, 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,; (iii) 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 $50,000 or $100,000 in the aggregate,10,000; (v) any agreement, contract contract, commitment or commitment grant containing any covenant limiting the freedom of MOZN American to engage in any line of business or to compete with any person,; (vi) any agreement, contract or commitment relating to capital expenditures and involving future payments in excess of $250,000 10,000 either individually or $1,000,000 in the aggregate,; (vii) 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 MOZN and the MOZN Subsidiaries,American's business; (viii) any mortgagesmortgage, indenturesindenture, loans loan or credit agreementsagreement, security agreements agreement or other agreements agreement or instruments instrument relating to the borrowing of money or money, the extension of credit,credit or placing of liens on any assets of American; (ix) any guaranty of any obligation for borrowed money or otherwise; (x) any purchase order or contract for the purchase of materials involving in excess of $250,000 individually, (x) any construction contracts involving future obligation of MOZN 10,000 either individually or any MOZN Subsidiary in excess of $250,000 individually,the aggregate; (xi) any dealer, distribution, joint marketing or development agreement,; (xii) any sales representative, original equipment manufacturer, value added, remarketer, reseller or independent software vendor remarketing or other agreement for use or distribution of the American's products or services of MOZN or any MOZN Subsidiary, orservices; (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 contract, commitment or grant pursuant to which the obligations of any party thereto is in excess of $10,000. (b) American is in compliance with and has not breached, violated or defaulted under, or received notice that it has breached, violated or defaulted under, any of the terms or conditions of any agreement, contract, grant, covenant, instrument, lease, license or commitment to which American is a party or by which its assets are bound (collectively, a "Contract"), nor is either Shareholder aware of any event that involves $250,000 individually 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 cancelable subject to any default thereunder by any party obligated to American pursuant thereto. American 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 penalty within thirty (30) daysmodification or termination after the Closing. Following the Closing Date, American 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 American would otherwise be required to pay had the transactions contemplated by this Agreement not occurred.

Agreements, Contracts and Commitments. As of the date hereof, except Except as set forth in Section 3.8 Sections 2.12(g) and 2.13 of MOZN the Disclosure ScheduleSchedule (true, MOZN correct and complete copies of all documents described therein having been previously delivered to Purchaser), the Company is not a party to or bound by: (ia) any employment or consulting agreement, contract or commitment, other than confidentiality agreements, commitment with an employee or individual consultant or salesperson or consulting or sales agreement, contract or commitment with a firm or other organization,organization (other than consulting agreements in the ordinary course of business under which the total payments are less than Five Thousand Dollars ($5,000) per month and Sixty Thousand Dollars ($60,000) overall); (iib) any agreement or plan, including, without limitation, any stock option plansplan, 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,; (iiic) any fidelity or surety bond or completion bond,; (ivd) any lease of personal property having a value individually in excess of Five Thousand Dollars ($50,000 5,000) individually or Ten Thousand Dollars ($100,000 10,000) in the aggregate,; (v) any agreement, contract or commitment containing any covenant limiting the freedom of MOZN to engage in any line of business or to compete with any person, (vie) any agreement, contract or commitment relating to capital expenditures and involving future payments in excess of Ten Thousand Dollars ($250,000 10,000) individually or Thirty Thousand Dollars ($1,000,000 30,000) in the aggregate,; (viif) 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 MOZN and the MOZN Subsidiaries,Company’s business; (viiig) any mortgages, indentures, industrial revenue or other bonds, guarantees, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit,; (ixh) any purchase order or contract for the purchase of materials involving in excess of Twenty Five Thousand Dollars ($250,000 individually,25,000) individually or One Hundred Thousand Dollars ($100,000) in the aggregate; (xi) any construction contracts involving future obligation of MOZN or any MOZN Subsidiary in excess of $250,000 individually,contracts; (xij) any dealer, distribution, joint marketing or development agreement,; (xiik) any sales representative, original equipment manufacturer, value added, remarketer, reseller or independent software vendor or other agreement for sale, use or distribution of the products Company’s products, technology or services of MOZN or any MOZN Subsidiary, orservices; (xiiil) any other agreement, contract or commitment that involves in excess of Twenty Five Thousand Dollars ($250,000 25,000) individually or One Hundred Thousand Dollars ($100,000) in the aggregate and is not cancelable without penalty within thirty (30) days; or (m) any agreement under which Company: (i) is prevented from competing in any market or with any third party or otherwise prevented from conducting any business in any manner; (ii) granted any exclusive rights; or (iii) has covenanted not to enforce any right or xxx any third party.

Agreements, Contracts and Commitments. As (a) Except as set forth in or excepted from (by virtue of the date hereofspecific exclusions contained in Sections 2.12(g) or 2.12(h) of the Disclosure Schedule) Sections 2.12(g) and 2.12(h) of the Disclosure Schedule, except or as set forth in Section 3.8 2.13(a) of MOZN the Disclosure Schedule, MOZN the Company is not a party to nor is it bound by: (i) any employment or consulting agreement, contract or commitment, other than confidentiality agreements, commitment with an employee or individual consultant or salesperson or consulting or sales agreement, contract or commitment with a firm or other organization,; (ii) any agreement or plan, including, without limitation, any stock option plansplan, 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,; (iii) any fidelity or surety bond or completion bond,; (iv) any lease of personal property having a value individually in excess of $50,000 25,000 individually or $100,000 75,000 in the aggregate,; (v) any agreement, contract or commitment containing any covenant limiting the freedom of MOZN to engage in any line of business or to compete with any person, (vi) any agreement, contract or commitment relating to capital expenditures and involving future payments in excess of $250,000 25,000 individually or $1,000,000 75,000 in the aggregate,; (viivi) 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 MOZN and the MOZN Subsidiaries,Company's business; (viiivii) 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,; (ixviii) any purchase order or contract for the purchase of materials involving in excess of $250,000 individually,25,000 individually or $75,000 in the aggregate; (ix) any construction contracts; (x) any construction contracts involving future obligation of MOZN or any MOZN Subsidiary in excess of $250,000 individually, (xi) any dealer, distribution, joint marketing or development agreement,; (xiixi) any sales representative, original equipment manufacturer, value added, remarketer, reseller or independent software vendor or other agreement for use or distribution of the products Company's products, technology or services of MOZN or any MOZN Subsidiary, services; or (xiiixii) any other agreement, contract or commitment that involves $250,000 25,000 individually or $75,000 in the aggregate or more and is not cancelable without penalty within thirty (30) days.

Agreements, Contracts and Commitments. As of the date hereof, except as set forth in Section 3.8 of MOZN Disclosure Schedule, MOZN (a) The Company is not a party to or bound by: (i) any employment or consulting agreement, contract or commitment, other than confidentiality agreements, commitment with an employee or individual consultant or salesperson or consulting or sales agreement, contract or commitment with a firm or other organization,; (ii) any agreement or plan, including, without limitation, any stock option plansplan, 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,; (iii) any fidelity or surety bond or completion bond,; (iv) any lease of personal property having a value individually in excess of $50,000 5,000 individually or $100,000 10,000 in the aggregate,; (v) any agreement, contract or commitment containing any covenant limiting the freedom of MOZN to engage in any line of business or to compete with any person, (vi) any agreement, contract or commitment relating to capital expenditures and involving future payments in excess of $250,000 12,000 individually or $1,000,000 60,000 in the aggregate,; (viivi) 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 MOZN and the MOZN Subsidiaries,Company's business; (viiivii) any mortgages, indentures, industrial revenue or other bonds, guarantees, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit,; (ixviii) other than in the ordinary course of business, any purchase order or contract for the purchase of materials involving in excess of $250,000 individually,25,000 individually or $100,000 in the aggregate; (ix) other than in the ordinary course of business, any construction contracts; (x) any construction contracts involving future obligation of MOZN or any MOZN Subsidiary in excess of $250,000 individually, (xi) any dealer, distribution, joint marketing or development agreement,; (xiixi) any sales representative, original equipment manufacturer, value added, remarketer, reseller or independent software vendor or other agreement for sale, use or distribution of the products Company's products, technology or services of MOZN or any MOZN Subsidiary, services; or (xiiixii) any other agreement, contract or commitment that involves in excess of $250,000 25,000 individually or $100,000 in the aggregate and is not cancelable cancellable without penalty within thirty (30) days.

Agreements, Contracts and Commitments. As of the date hereof, except Except as set forth in Section 3.8 SECTION 2.14 of MOZN the Disclosure ScheduleSchedule (specifying the appropriate paragraph), MOZN the Company is not a party to, nor is it bound by:by any of the following (each, a "MATERIAL CONTRACT"): (ia) any employment or consulting agreement, contract or commitment, other than confidentiality agreements, commitment with an employee or individual consultant or salesperson salesperson, or consulting or sales agreement, contract contract, or commitment with a firm or other organization,; (iib) any agreement or plan, including, without limitation, including any stock option plansplan, 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,; (iiic) any fidelity or surety bond or completion bond,; (ivd) any lease of personal property having a value individually in excess of Fifty Thousand Dollars ($50,000 50,000) individually or One Hundred Thousand Dollars ($100,000 100,000) in the aggregate,; (ve) any agreement, contract agreement of indemnification or commitment containing any covenant limiting the freedom of MOZN to engage in any line of business or to compete with any person,guaranty; (vif) any agreement, contract or commitment relating to capital expenditures and involving future payments in excess of Fifty Thousand Dollars ($250,000 50,000) individually or One Hundred Thousand Dollars ($1,000,000 100,000) in the aggregate,; (viig) any agreement, contract or commitment relating to the disposition or acquisition of assets or any interest in any business enterprise outside the regular and ordinary course of the business of MOZN and the MOZN Subsidiaries,Company's business; (viiih) 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 in excess of Fifty Thousand Dollars ($250,000 individually,50,000) individually or One Hundred Thousand Dollars ($100,000) in the aggregate; (xj) any construction contracts involving future obligation of MOZN agreement containing covenants or other obligations granting any MOZN Subsidiary in excess of $250,000 individually,person exclusive rights, "most favored nations" or similar terms; (xik) any dealer, distribution, joint marketing or development agreement,; (xiil) any sales representative, original equipment manufacturer, manufacturing, value added, remarketer, reseller reseller, or independent software vendor vendor, or other agreement for use or distribution of the products products, technology or services of MOZN or the Company; (m) any MOZN Subsidiary, IP Agreements; or (xiiin) any other agreement, contract or commitment that involves Fifty Thousand Dollars ($250,000 50,000) individually or One Hundred Thousand Dollars ($100,000) in the aggregate or more and is not cancelable without penalty within thirty (30) days.

Agreements, Contracts and Commitments. As (a) Section 3.18(a) of the date hereof, except as set forth in Section 3.8 of MOZN Company Disclosure Schedule, MOZN lists all of the following to which the Company is not a party or bound by: (i) any employment or consulting agreement, contract or commitment, other than confidentiality agreements, with an employee or individual consultant or salesperson salesperson, or consulting or sales agreement, contract contract, or commitment with a firm or other organization,organization (other than offer letters, employee invention assignment agreements and option agreements pursuant to the Company’s standard form previously provided to Parent; provided that there are no substantive modifications from such form; and provided, further, in the case of employee invention assignment agreements, that the employee has not excepted any inventions that are related to any Intellectual Property used in connection with Company Products); (ii) any agreement Contract or plan, including, without limitation, any stock option plansplan, stock appreciation rights plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or any subsequent event or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement,; (iii) any fidelity or surety bond or completion bond,; (iv) any lease of personal property having a value individually in excess of $50,000 25,000 individually or $100,000 50,000 in the aggregate,; (v) any agreement, contract or commitment containing any covenant limiting the freedom of MOZN to engage in any line of business or to compete with any person, (vi) any agreement, contract or commitment relating to capital expenditures and involving future payments in excess of $250,000 25,000 individually or $1,000,000 50,000 in the aggregate,; (vi) any agreement, contract or commitment with customers of the Company that individually accounts for five percent (5%) or more of the Company’s revenues; (vii) 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 MOZN and the MOZN Subsidiaries,Company’s business; (viii) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit,; (ix) any purchase order or contract for the purchase of materials or services involving single source suppliers, custom manufacturers or involving in excess of $250,000 individually,25,000 individually or $50,000 in the aggregate; (x) any construction contracts involving future obligation of MOZN or any MOZN Subsidiary in excess of $250,000 individually,contracts; (xi) any dealer, distribution, joint marketing or development agreement,; (xii) any sales representative, original equipment manufacturer, value added, remarketer, reseller distributor, reseller, or independent software vendor vendor, or other agreement for use or distribution of the products Company’s products, technology or services of MOZN or any MOZN Subsidiary, orby a third party; (xiii) any Contract of indemnification or any guaranty other agreementthan any Contract of indemnification entered into in connection with the sale, contract license, distribution and development of Intellectual Property and advertising in the ordinary course of business; (xiv) any Contract currently in force to provide source code to any third party for any product or commitment technology; (xv) any material settlement agreement entered into prior to the date of this Agreement pursuant to which the Company has continuing obligations or rights; (xvi) any Contract not listed in Section 3.18 (a) through (xv) of the Company’s Disclosure Statement under which the consequences of a default or termination would reasonably be anticipated to have a Material Adverse Effect on the Company; (xvii) any executory agreement under which the Company has advanced or loaned any amount to any of its directors, officers, and employees; (xviii) any revenue or profit participation Contract which involves aggregate annual payments of more than $20,000; or (xix) any other Contract that involves $250,000 25,000 individually or $50,000 in the aggregate or more and is not cancelable without penalty within thirty (30) days, and any other Contract that is not cancelable without penalty within twelve (12) months.

Agreements, Contracts and Commitments. As of the date hereof, except (a) Except as set forth in Section 3.8 Schedule 3.10(a), as of MOZN Disclosure Schedule, MOZN the date hereof the Parent is not a party to nor is it bound by: (i) any employment or consulting agreement, contract or commitment, other than confidentiality agreements, commitment with an employee or individual consultant or salesperson or consulting or sales agreement, contract or commitment with under which a firm or other organizationorganization provides services to the Parent, (ii) any agreement or plan, including, without limitation, any stock option plansplan, 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, (iii) any fidelity or surety bond or completion bond, (iv) any lease of personal property having a value individually in excess of $50,000 or $100,000 in the aggregate5,000.00, (v) any agreement, contract or commitment containing any covenant limiting in a material way the freedom of MOZN the Parent to engage in any line of business or to compete with any person, (vi) any agreement, contract or commitment relating to capital expenditures and involving future payments in excess of $250,000 individually or $1,000,000 in the aggregate5,000.00, (vii) 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 MOZN and the MOZN SubsidiariesParent's business, (viii) 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 outstanding purchase order or contract for the purchase of materials involving in excess of $250,000 individually5,000.00, (x) any construction contracts involving future obligation of MOZN or any MOZN Subsidiary in excess of $250,000 individuallycontracts, (xi) any dealer, distribution, joint marketing or development agreement, (xii) any sales representative, original equipment manufacturer, value added, remarketer, reseller or independent software vendor or other agreement for use or distribution of the products or services of MOZN or any MOZN Subsidiary, or (xiiixii) any other agreement, contract or commitment that involves $250,000 individually 5,000.00 or more or is not cancelable without penalty within thirty ninety (3090) days. (b) Other than as disclosed on Schedule 3.10(b), the Parent is in material compliance with and has not materially breached, violated or defaulted under, or received notice that it has breached, violated or defaulted under, any of the terms or conditions of any agreement, contract, covenant, instrument, lease, license or commitment required to be set forth on Schedule 3.10(a) (collectively a "Contract"), nor is the Parent aware of any circumstance which is likely to cause it to or otherwise create 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 Schedule 3.10(b), is not subject to any default thereunder by any party obligated to the Parent pursuant thereto. The Parent has obtained, or will obtain prior to the Closing Date, all necessary consents, waivers and approvals of parties to any Contract as are required thereunder in connection with the Merger or for such Contracts to remain in effect without modification after the Closing. Following the Effective Time, the Parent will be permitted to exercise all of the Parent's rights under the Contracts without the payment of any additional amounts or consideration other than ongoing fees, royalties or payments which the Parent would otherwise be required to pay had the transactions contemplated by this Agreement not occurred.

Agreements, Contracts and Commitments. As (a) Section 2.18(a) of the date hereof, except as set forth in Section 3.8 of MOZN Company Disclosure Schedule, MOZN lists all of the following to which the Company is not a party or bound by: (i) any employment or consulting agreement, contract or commitment, other than confidentiality agreements, with an employee or individual consultant or salesperson salesperson, or consulting or sales agreement, contract contract, or commitment with a firm or other organization,organization (other than offer letters, employee invention assignment agreements and option agreements pursuant to the Company’s standard form previously provided to Parent; provided that there are no substantive modifications from such form; and provided, further, in the case of employee invention assignment agreements, that the employee has not excepted any inventions that are related to any Intellectual Property used in connection with Company Products); (ii) any agreement Contract or plan, including, without limitation, any stock option plansplan, stock appreciation rights plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or any subsequent event or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement,; (iii) any fidelity or surety bond or completion bond,; (iv) any lease of personal property having a value individually in excess of $50,000 25,000 individually or $100,000 50,000 in the aggregate,; (v) any agreement, contract or commitment containing any covenant limiting the freedom of MOZN to engage in any line of business or to compete with any person, (vi) any agreement, contract or commitment relating to capital expenditures and involving future payments in excess of $250,000 25,000 individually or $1,000,000 50,000 in the aggregate,; (vi) any agreement, contract or commitment with customers of the Company that individually accounts for five percent (5%) or more of the Company’s revenues; (vii) 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 MOZN and the MOZN Subsidiaries,Company’s business; (viii) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit,; (ix) any purchase order or contract for the purchase of materials or services involving single source suppliers, custom manufacturers or involving in excess of $250,000 individually,25,000 individually or $50,000 in the aggregate; (x) any construction contracts involving future obligation of MOZN or any MOZN Subsidiary in excess of $250,000 individually,contracts; (xi) any dealer, distribution, joint marketing or development agreement,; (xii) any sales representative, original equipment manufacturer, value added, remarketer, reseller distributor, reseller, or independent software vendor vendor, or other agreement for use or distribution of the products Company’s products, technology or services of MOZN or any MOZN Subsidiary, orby a third party; (xiii) any Contract of indemnification or any guaranty other agreementthan any Contract of indemnification entered into in connection with the sale, contract license, distribution and development of Intellectual Property and advertising in the ordinary course of business; (xiv) any Contract currently in force to provide source code to any third party for any product or commitment technology; (xv) any material settlement agreement entered into prior to the date of this Agreement pursuant to which the Company has continuing obligations or rights; (xvi) any Contract under which the consequences of a default or termination would reasonably be anticipated to have a Material Adverse Effect on the Company; (xvii) any executory agreement under which the Company has advanced or loaned any amount to any of its directors, officers, and employees; (xviii) any revenue or profit participation Contract which involves aggregate annual payments of more than $20,000; or (xix) any other Contract that involves $250,000 25,000 individually or $50,000 in the aggregate or more and is not cancelable without penalty within thirty (30) days, and any other Contract that is not cancelable without penalty within six (6) months.

Agreements, Contracts and Commitments. As (a) Except as set forth in or excepted from (by virtue of the date hereofspecific exclusions contained in Sections 2.12(g) or 2.12(h) of the Disclosure Schedule) Sections 2.12(g) and 2.12(h) of the Disclosure Schedule, except or as set forth in Section 3.8 2.13(a) of MOZN the Disclosure Schedule, MOZN the Company is not a party to nor is it bound by: (i) any employment or consulting agreement, contract or commitment, other than confidentiality agreements, commitment with an employee or individual consultant or salesperson or consulting or sales agreement, contract or commitment with a firm or other organization,; (ii) any agreement or plan, including, without limitation, any stock option plansplan, 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,; (iii) any fidelity or surety bond or completion bond,; (iv) any lease of personal property having a value individually in excess of $50,000 10,000 individually or $100,000 50,000 in the aggregate,; (v) any agreement, contract or commitment containing any covenant limiting the freedom of MOZN to engage in any line of business or to compete with any person, (vi) any agreement, contract or commitment relating to capital expenditures and involving future payments in excess of $250,000 10,000 individually or $1,000,000 50,000 in the aggregate,; (viivi) 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 MOZN and the MOZN Subsidiaries,Company's business; (viiivii) 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,; (ixviii) any purchase order or contract for the purchase of materials involving in excess of $250,000 individually,10,000 individually or $50,000 in the aggregate; (ix) any construction contracts; (x) any construction contracts involving future obligation of MOZN or any MOZN Subsidiary in excess of $250,000 individually, (xi) any dealer, distribution, joint marketing or development agreement,; (xiixi) any sales representative, original equipment manufacturer, value added, remarketer, reseller or independent software vendor or other agreement for use or distribution of the products Company's products, technology or services of MOZN or any MOZN Subsidiary, services; or (xiiixii) any other agreement, contract or commitment that involves $250,000 10,000 individually or $50,000 in the aggregate or more and is not cancelable without penalty within thirty (30) days.

Agreements, Contracts and Commitments. As of the date hereof, except Except as set forth in Section 3.8 SECTION 2.13 of MOZN the Disclosure ScheduleSchedule (specifying the appropriate paragraph), MOZN the Company is not a party to, nor is it bound by:by any of the following (each, a "MATERIAL CONTRACT"): (ia) any employment or consulting agreement, contract or commitment, other than confidentiality agreements, commitment with an employee or individual consultant or salesperson salesperson, or consulting or sales agreement, contract contract, or commitment with a firm or other organization,; (iib) any agreement or plan, including, without limitation, any stock option plansplan, 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,; (iiic) any fidelity or surety bond or completion bond,; (ivd) any lease of personal property having a value individually in excess of $50,000 30,000 individually or $100,000 150,000 in the aggregate,; (ve) any agreement, contract agreement of indemnification or commitment containing any covenant limiting the freedom of MOZN to engage in any line of business or to compete with any person,guaranty; (vif) any agreement, contract or commitment relating to capital expenditures and involving future payments in excess of $250,000 30,000 individually or $1,000,000 150,000 in the aggregate,; (viig) 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 MOZN and the MOZN Subsidiaries,Company's business; (viiih) 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 in excess of $250,000 individually,30,000 individually or $150,000 in the aggregate; (xj) any construction contracts involving future obligation of MOZN agreement containing covenants or other obligations granting any MOZN Subsidiary in excess of $250,000 individually,person exclusive rights, "most favored nations" or similar terms; (xik) any dealer, distribution, joint marketing or development agreement,; (xiil) any sales representative, original equipment manufacturer, manufacturing, value added, remarketer, reseller reseller, or independent software vendor vendor, or other agreement for use or distribution of the products products, technology or services of MOZN or the Company; (m) any MOZN Subsidiary, IP Agreements; or (xiiin) any other agreement, contract or commitment that involves payment to or by the Company of $250,000 30,000 individually or $150,000 in the aggregate or more and is not cancelable without penalty within thirty (30) days.

Agreements, Contracts and Commitments. As of the date hereof, except (a) Except as set forth in Section 3.8 2.15 of MOZN the Disclosure ScheduleSchedule (specifying the appropriate paragraph), MOZN neither the Company nor any of its Subsidiaries is not a party to, nor is bound by: (i) any employment or consulting agreement, contract or commitment, other than confidentiality agreements, with an employee or individual consultant or salesperson or consulting or sales agreement, contract or commitment with a firm or other organization, (ii) any agreement or plan, including, without limitation, any stock option plans, 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, (iii) any fidelity or surety bond or completion bond,; (ivii) any lease of personal property having a value individually in excess of $50,000 25,000 individually or $100,000 in the aggregate,; (iii) any lease of real property; (iv) any agreement of indemnification or guaranty (except pursuant to End User Agreements); (v) any agreement, contract agreement of indemnification under any Contract with a third party that distributes or commitment containing resells Company Products or any covenant limiting End User Agreement that could result in an indemnification payment by the freedom Company or any of MOZN its Subsidiaries in excess of two (2) times the value of total payments to engage in any line of business the Company or its Subsidiaries under such agreement (other than indemnification with respect to compete with any person,intellectual property infringement for direct out-of-pocket losses and expenses); (vi) any Contract with a third party that distributes or resells Company Products or any End User Agreement that could result in consequential damages payable 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; (vii) any agreement, contract or commitment relating to capital expenditures and involving future payments in excess of $250,000 25,000 individually or $1,000,000 100,000 in the aggregate,; (viiviii) 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 MOZN and the MOZN Subsidiaries,Company’s business; (viiiix) 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,; (ixx) any purchase order or contract for the purchase of materials involving payments in excess of $250,000 individually,25,000 individually or $100,000 in the aggregate; (xxi) any construction contracts involving future obligation of MOZN or any MOZN Subsidiary payments in excess of $250,000 individually,25,000 individually or $100,000 in the aggregate; (xixii) any partnership, dealer, distribution, joint marketing marketing, joint venture, strategic alliance, affiliate, development agreement or development similar agreement,; (xiixiii) any agreement, contract or commitment to alter the Company’s interest in any corporation, association, joint venture, partnership or business entity in which the Company directly or indirectly holds any interest; (xiv) any sales representative, original equipment manufacturer, manufacturing, value added, remarketer, reseller reseller, or independent software vendor vendor, or other agreement for use or distribution of the products products, technology or services of MOZN the Company or any MOZN Subsidiaryof its Subsidiaries; (xv) other than Contracts listed on Section 2.12 of the Disclosure Schedule, any Contracts which place any limitation on the method of conducting or scope of the business of the Company or any of its Subsidiaries including any agreement that contains any exclusivity, most favored nation, non-competition, non-solicitation or no-hire provisions; (xvi) any Contract with any Governmental Entity (a “Government Contract”); (xvii) any settlement or litigation “standstill” agreement; or (xiiixviii) 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, contract or commitment that involves payments in excess of $250,000 25,000 individually or $100,000 in the aggregate or more and is not cancelable without penalty within thirty (30) 30 days. (b) Except as set forth in Section 2.15(b) of the Disclosure Schedule, true and complete copies of each Contract disclosed in the Disclosure Schedule or required to be disclosed pursuant to this Section 2.15 (each a “Material Contract” and collectively, the “Material Contracts”) have been delivered to Parent. Each 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 is in full force and effect with respect to the Company or its Subsidiary. The Company and its Subsidiaries are in material compliance with and have not materially breached, violated or defaulted under, or received written notice or notice via electronic mail that it has breached, violated or defaulted under, any of the terms or conditions of any such Material Contract and, 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 materially breached, violated or 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 material breach, violation or default under such Material Contract by any such other party. (c) To the Knowledge of the Company, 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. As of the date hereof(a) Excluding Government Contracts, except as set forth in Section 3.8 2.15(a) of MOZN the Disclosure ScheduleSchedule (specifying the appropriate paragraph), MOZN the Company is not a party to, or bound by: (i) (A) any employment employment, contractor or consulting agreement, contract or commitmentcommitment with any Employee or salesperson with base annual compensation in excess of $100,000, other than confidentiality (B) any agreement, contract or commitment to grant any severance or termination pay (in cash or otherwise) to any Employee where the cost to the Company pursuant to any one such agreement, contract or commitment is in excess of $25,000 or $250,000 in the aggregate for all agreements, with an employee contracts or individual consultant commitments in which such amount is not in excess of $25,000, or salesperson or (C) any consulting or sales agreement, contract contract, or commitment with a firm or other organization,organization where the cost to the Company pursuant to such agreement, contract or commitment is in excess of $25,000; (ii) any agreement or plan, including, without limitation, including any stock option plansplan, 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 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,; (iii) any fidelity or surety bond or completion bond,; (iv) any lease of any real or personal property having a value individually other than leases for equipment in excess the ordinary course of $50,000 or business for which annual lease payments do not exceed $100,000 in the aggregate,annually; (v) any agreement, contract or commitment containing any covenant limiting agreement of indemnification outside of the freedom of MOZN to engage in any line ordinary course of business or to compete with any person,guaranty; (vi) any agreement, contract or commitment relating to capital expenditures and involving future payments in excess of $250,000 50,000 individually or $1,000,000 200,000 in the aggregate,; (vii) any agreement, contract or commitment Contract relating to the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course of the business of MOZN and the MOZN Subsidiaries,Company’s business; (viii) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit,; (ix) any purchase order or contract for the purchase of materials involving or services other than non-material purchase orders or contracts entered into in excess the ordinary course of $250,000 individually,business consistent with past practice; (x) any construction contracts involving future obligation joint marketing or affiliate agreement other than non-material joint marketing or affiliate agreements entered into in the ordinary course of MOZN or any MOZN Subsidiary in excess of $250,000 individually,business consistent with past practice; (xi) any material dealer, distribution, joint marketing or development agreement, (xii) any sales representative, original equipment manufacturer, value added, remarketer, reseller reseller, or independent software vendor vendor, or other agreement for use or distribution of the products products, technology or services of MOZN the Company; (xii) any joint venture or joint development arrangement; (xiii) any nondisclosure, confidentiality or similar agreement, other than nondisclosure agreements substantially in the form of the Company’s standard form which is attached hereto as Schedule 2.15(a)(xiii) or on the standard form of the Company’s vendors or customers or confidentiality provisions substantially in the form contained the Company’s standard form agreements or in Contracts otherwise disclosed in this Section 2.15(a); (xiv) any Contract pursuant to which the Company or any MOZN Subsidiaryof its Subsidiaries is bound to or has committed to provide any product or service to any third party on a most favored nation (MFN) basis or similar terms; (xv) any material Contract with one of the Company’s top 10 customers determined by revenue received from such customer for the fiscal year ended May 31, 2010 or top 10 suppliers determined by money spent for the fiscal year ended May 31, 2010; or (xiiixvi) any other agreement, contract or commitment that involves $250,000 100,000 individually or $300,000 in the aggregate or more and is not cancelable without penalty within thirty (30) 30 days. (b) The Company has made available to Parent true and complete copies of each Contract required to be disclosed pursuant to Sections 2.2, 2.12, 2.13, 2.14 and 2.15(a) (each a “Material Contract” and collectively, the “Material Contracts”) and each of the other documents listed on the Disclosure Schedule. (c) 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 Knowledge of the Company, each other party thereto, enforceable against the Company, and, to the Knowledge of the Company, each other party thereto, in accordance with its terms, and is in full force and effect with respect to the Company and, to the Knowledge of the Company, each other party thereto, subject to (i) laws of general application relating to bankruptcy, insolvency fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, and (ii) general principles of equity. The Company is in compliance with and has not materially breached, violated or defaulted under, or received notice that it has materially breached, violated or defaulted under, any of the terms or conditions of any Material Contract, nor to the Knowledge of the Company is any party obligated to the Company pursuant to any Material Contract subject to any material breach, violation or 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. As of the date hereof, there are no new Contracts being actively negotiated that would be required to be listed in Section 2.15(a). (d) The Company has fulfilled all material obligations required to have been performed by the Company prior to the date hereof pursuant to each Material Contract. (e) Except as set forth in Section 2.15(e) of the Disclosure Schedule, all outstanding Indebtedness for borrowed money of the Company may be prepaid without penalty.

Agreements, Contracts and Commitments. As Except as described in Section 2.14 of the date hereof, except as set forth in Section 3.8 of MOZN Company Disclosure Schedule, MOZN is the Company and its Subsidiaries are not a party to, nor are the Company and its Subsidiaries or any of their assets or properties bound by: (ia) any collective bargaining agreements, (b) any agreements or arrangements that contain any severance pay or post-employment liabilities or obligations, (c) any bonus, deferred compensation, pension, profit sharing or retirement plans, or any other employee benefit plans or arrangements, (d) any employment or consulting agreement, contract or commitment, other than confidentiality agreements, commitment with an employee or individual consultant or salesperson or consulting or sales agreement, contract or commitment with a firm or other organization, (iie) any agreement or plan, including, without limitation, any stock option plansplan, 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, (iiif) any fidelity or surety bond or completion bond, (ivg) any lease of personal property having a value individually in excess of $50,000 or $100,000 in the aggregate50,000, (vh) any agreement of indemnification or guarantee, (i) any agreement, contract or commitment containing any covenant limiting the freedom of MOZN the Company or a Subsidiary to engage in any line of business or to compete with any person, (vij) any agreement, contract or commitment relating to capital expenditures and involving future payments in excess of $250,000 individually or $1,000,000 in the aggregate50,000, (viik) any agreement, contract or commitment relating to the disposition or acquisition purchase of assets or any interest in any business enterprise outside the ordinary course of the business of MOZN and the MOZN Subsidiariesbusiness, (viiil) any mortgages, indentures, letters of credit, loans or credit agreements, security agreements agreements, guarantees or other agreements or instruments relating to the borrowing of money or extension of credit, (ixm) any purchase order or contract for the purchase of raw materials involving in excess of $250,000 individually20,000 or more, (xn) any construction contracts involving future obligation of MOZN or any MOZN Subsidiary in excess of $250,000 individuallycontracts, (xio) any dealer, distribution, joint marketing or development agreement, (xii) any sales representative, original equipment manufacturer, value added, remarketer, reseller or independent software vendor or other agreement for use or distribution of the products or services of MOZN or any MOZN Subsidiary, or (xiiip) any other agreement, contract or commitment that involves $250,000 individually 50,000 or more and is not cancelable without penalty within thirty (30) days.

Agreements, Contracts and Commitments. As (a) Section 3.18(a) of the date hereof, except as set forth in Section 3.8 of MOZN Company Disclosure Schedule, MOZN lists all of the following to which the Company is not a party or bound by: (i) any employment or consulting agreement, contract or commitment, other than confidentiality agreements, with an employee or individual consultant or salesperson salesperson, or consulting or sales agreement, contract contract, or commitment with a firm or other organization,organization (other than offer letters, employee invention assignment agreements and option agreements pursuant to the Company's standard form previously provided to Parent; provided that there are no substantive modifications from such form; and provided, further, in the case of employee invention assignment agreements, that the employee has not excepted any inventions that are related to any Intellectual Property used in connection with Company Products); (ii) any agreement Contract or plan, including, without limitation, any stock option plansplan, stock appreciation rights plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or any subsequent event or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement,; (iii) any fidelity or surety bond or completion bond,; (iv) any lease of personal property having a value individually in excess of $50,000 25,000 individually or $100,000 50,000 in the aggregate,; (v) any agreement, contract or commitment containing any covenant limiting the freedom of MOZN to engage in any line of business or to compete with any person, (vi) any agreement, contract or commitment relating to capital expenditures and involving future payments in excess of $250,000 25,000 individually or $1,000,000 50,000 in the aggregate,; (vi) any agreement, contract or commitment with customers of the Company that individually accounts for five percent (5%) or more of the Company's revenues; (vii) 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 MOZN and the MOZN Subsidiaries,Company's business; (viii) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit,; (ix) any purchase order or contract for the purchase of materials or services involving single source suppliers, custom manufacturers or involving in excess of $250,000 individually,25,000 individually or $50,000 in the aggregate; (x) any construction contracts involving future obligation of MOZN or any MOZN Subsidiary in excess of $250,000 individually,contracts; (xi) any dealer, distribution, joint marketing or development agreement,; (xii) any sales representative, original equipment manufacturer, value added, remarketer, reseller distributor, reseller, or independent software vendor vendor, or other agreement for use or distribution of the products Company's products, technology or services of MOZN or any MOZN Subsidiary, orby a third party; (xiii) any Contract of indemnification or any guaranty other agreementthan any Contract of indemnification entered into in connection with the sale, contract license, distribution and development of Intellectual Property and advertising in the ordinary course of business; (xiv) any Contract currently in force to provide source code to any third party for any product or commitment technology; (xv) any material settlement agreement entered into prior to the date of this Agreement pursuant to which the Company has continuing obligations or rights; (xvi) any Contract not listed in Section 3.18 (a) through (xv) of the Company's Disclosure Statement under which the consequences of a default or termination would reasonably be anticipated to have a Material Adverse Effect on the Company; (xvii) any executory agreement under which the Company has advanced or loaned any amount to any of its directors, officers, and employees; (xviii) any revenue or profit participation Contract which involves aggregate annual payments of more than $20,000; or (xix) any other Contract that involves $250,000 25,000 individually or $50,000 in the aggregate or more and is not cancelable without penalty within thirty (30) days, and any other Contract that is not cancelable without penalty within twelve (12) months.

Agreements, Contracts and Commitments. As of the date hereof, except Except as set forth in Section 3.8 of MOZN Disclosure Scheduleon Schedule 2.12(a), MOZN the Company does not have, is not a party to nor is it bound by:: 18 (i) any collective bargaining agreements, (ii) any agreements or arrangements that contain any severance pay or post-employment liabilities or obligations, (iii) any bonus, deferred compensation, pension, profit sharing or retirement plans, or any other employee benefit plans or arrangements, (iv) any employment or consulting agreement, contract or commitment, other than confidentiality agreements, commitment with an employee or individual consultant or salesperson or any consulting or sales agreement, contract or commitment with a under which any firm or other organizationorganization provides services to the Company, (iiv) any agreement or plan, including, without limitation, any stock option plansplan, 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, (iiivi) any fidelity or surety bond or completion bond, (ivvii) any lease of personal property having a value individually in excess of $50,000 or $100,000 in the aggregate25,000, (vviii) any agreement of indemnification or guaranty, (ix) any agreement, contract or commitment containing any covenant limiting the freedom of MOZN the Company to engage in any line of business or to compete with any person, (vix) any agreement, contract or commitment relating to capital expenditures and involving future payments in excess of $250,000 individually or $1,000,000 in the aggregate25,000, (viixi) 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 MOZN and the MOZN SubsidiariesCompany's business, (viiixii) 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, (ixxiii) any purchase order or contract for the purchase of raw materials involving in excess of $250,000 individually25,000 or more, (xxiv) any construction contracts involving future obligation of MOZN or any MOZN Subsidiary in excess of $250,000 individually,contracts, -19- (xixv) any dealer, distribution, joint marketing or development agreement, (xiixvi) any sales representativeagreement pursuant to which the Company has granted or may grant in the future, original equipment manufacturerto any party, value added, remarketer, reseller a source-code license or independent software vendor option or other agreement for right to use or distribution of the products or services of MOZN or any MOZN Subsidiaryacquire source-code, or (xiiixvii) any other agreement, contract or commitment that involves $250,000 individually 25,000 or more or is not cancelable without penalty within thirty (30) days. 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 breached, violated or defaulted under, any of the terms or conditions of any agreement, contract or commitment required to be set forth on Schedule 2.12(a) 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. As of the date hereof, except (a) Except as set forth in Section 3.8 2.14(a) of MOZN the Disclosure ScheduleSchedule (specifying the appropriate subparagraph), MOZN the Company is not currently a party to, nor is it bound by:by any of the following (each, a “Material Contract”): (i) any employment or consulting agreement, contract or commitment, other than confidentiality agreements, Contract with an employee Employee or individual consultant or salesperson or consulting or sales agreement, contract or commitment with a firm or other organization,salesperson; (ii) any agreement Contract or plan, including, without limitation, any stock option plansplan, 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,; (iii) any fidelity or surety bond or completion bond,; (iv) any lease of personal property or equipment having a value individually in excess of $50,000 100,000 individually or $100,000 200,000 in the aggregate,; (v) any agreement, contract agreement of indemnification or commitment containing any covenant limiting guaranty other than those disclosed in Section 2.13(i) of the freedom of MOZN to engage in any line of business or to compete with any person,Disclosure Schedule; (vi) any agreement, contract or commitment Contract relating to capital expenditures and involving requiring future payments in any calendar year in excess of $250,000 100,000 individually or $1,000,000 200,000 in the aggregate,; (vii) any agreement, contract or commitment Contract relating to the disposition or acquisition of assets or any interest in any business enterprise person outside the ordinary course of the business of MOZN and the MOZN Subsidiaries,Company’s business; (viii) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit,; (ix) other than capital expenditures, and except for any items purchased or licensed on behalf of customers in the ordinary course of the Company’s business, any purchase order or contract Contract for the purchase of materials involving in excess of $250,000 individually,100,000 individually or $200,000 in the aggregate; (x) any construction contracts involving Contract containing covenants or other obligations granting or containing any current or future obligation commitments regarding exclusive rights, non-competition, “most favored nations,” restriction on the operation or scope of MOZN its businesses or any MOZN Subsidiary in excess of $250,000 individually,operations, or similar terms; (xi) any dealer, distribution, marketing, development, joint marketing venture, partnership, or development agreement,similar Contract which requires payment in any calendar year in excess of $200,000 individually or $400,000 in the aggregate; (xii) any sales representative, original equipment manufacturer, manufacturing, value added, remarketer, reseller reseller, or independent software vendor vendor, or other agreement Contract for use or distribution of the products products, technology or services of MOZN the Company which requires payments in any calendar year in excess of $200,000 individually or any MOZN Subsidiary, or$400,000 in the aggregate; (xiii) any customer Contract involving, or reasonably expected to involve revenues to the Company in any calendar year in excess of $200,000 annually or $400,000 in the aggregate; (xiv) any agreement that is royalty bearing or any Contract with respect to any Company Intellectual Property, including without limitation, any in-licenses, out-licenses and cross licenses, but excluding (1) non-exclusive in-licenses and purchase agreements for commercial off-the-shelf Intellectual Property that are generally available on nondiscriminatory pricing terms, in the case of software for a cost of not more than $50,000 for a perpetual license for a single user or work station or $100,000 in the aggregate for all users and work stations (“Shrink-Wrap Code”), and (2) non-disclosure agreements entered into in the ordinary course of business; or (xv) any other agreement, contract Contract that requires the payment or commitment that involves receipt by the Company of $250,000 200,000 individually or $400,000 in the aggregate or more in any calendar year and is not cancelable without penalty within thirty (30) days. (b) The Company is in material compliance with and has not materially breached, violated or defaulted under, or received written notice that it has materially breached, violated or defaulted under, any of the terms or conditions of any Material Contract, nor does the Company have Knowledge of any event that would constitute such a breach, violation or default with the lapse of time, giving of notice or both. Each Material Contract is in full force and effect except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforcement is sought in a proceeding at law or in equity). 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, or reasonably likely to become subject to any default in any material respect thereunder. Section 2.14(b) of the Disclosure Schedule identifies each Material Contract which by its terms will terminate or may be terminated by either party thereto, solely by the passage of time or at the election of either party.

Agreements, Contracts and Commitments. As of the date hereof, except Except as set forth in Section 3.8 of MOZN Disclosure Scheduleon ------------------------------------- Schedule 2.12(a), MOZN the Company does not have, is not a party to nor is it bound by: (ia) any collective bargaining agreements, (b) any agreements or arrangements that contain any severance pay or post-employment liabilities or obligations other than as required by statute, which are described on Schedule 2.12(a) (c) any bonus, deferred compensation, pension, profit sharing or retirement plans, or any other employee benefit plans or arrangements, (d) any employment or consulting agreement, contract or commitment, other than confidentiality agreements, agreement with an employee or individual consultant or salesperson or consulting or sales agreement, contract or commitment agreement with a firm or other organization, (iie) any agreement or plan, including, without limitation, any stock option plansplan, 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, (iiif) any fidelity or surety bond or completion bond, (ivg) any lease of personal property having a value individually in excess of $50,000 or $100,000 in the aggregate25,000, (vh) any agreement, contract agreement of indemnification or commitment guaranty, (i) any agreement containing any covenant limiting the freedom of MOZN the Company to engage in any line of business or to compete with any person, (vij) any agreement, contract or commitment agreement relating to capital expenditures and involving future payments in excess of $250,000 individually or $1,000,000 in the aggregate25,000, (viik) any agreement, contract or commitment agreement relating to the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course of the business of MOZN and the MOZN SubsidiariesCompany's business, (viiil) 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, (ixm) any purchase order or contract for the purchase of raw materials involving in excess of $250,000 individually25,000 or more, (xn) any construction contracts involving future obligation of MOZN or any MOZN Subsidiary in excess of $250,000 individuallycontracts, (xio) any dealer, distribution, joint marketing or development agreement, (xiip) any sales representativeagreement pursuant to which the Company has granted or may grant in the future, original equipment manufacturer, value added, remarketer, reseller to any party a source-code license or independent software vendor option or other agreement for right to use or distribution of the products or services of MOZN or any MOZN Subsidiaryacquire source-code, or (xiiiq) any other agreement, contract or commitment agreement that involves $250,000 individually 25,000 or more or is not cancelable without penalty within thirty (30) days. (r) 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 breached, violated or defaulted under, any of the terms or conditions of any agreement, contract or commitment required to be set forth on Schedule 2.12(a) or Schedule 2.11 (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. Schedule 2.12

Agreements, Contracts and Commitments. As (a) Except as set forth on Company Schedule 2.12(a), neither the Company nor Subsidiary has, is a party to or is bound by, as of the date hereof, except as set forth in Section 3.8 of MOZN Disclosure Schedule, MOZN is not bound bythis Agreement: (i) any collective bargaining agreements, (ii) any agreements or arrangements that contain any severance pay or post-employment liabilities or obligations, (iii) any bonus, deferred compensation, pension, profit sharing or retirement plans, or any other employee benefit plans or arrangements, (iv) any employment or consulting agreement, contract or commitment, other than confidentiality agreements, commitment with an employee or individual consultant or salesperson or any consulting or sales agreement, contract or commitment with a under which any firm or other organizationorganization provides services to the Company, (iiv) any agreement or plan, including, without limitation, any stock option plansplan, 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, (iiivi) any fidelity or surety bond or completion bond, (ivvii) any lease of personal property having a value individually in excess of $50,000 25,000 individually or $100,000 in the aggregate, (vviii) any agreement, contract agreement of indemnification or commitment containing any covenant limiting the freedom of MOZN to engage in any line of business or to compete with any personguaranty, (viix) any agreement, contract or commitment relating to capital expenditures and involving future payments in excess of $250,000 25,000 individually or $1,000,000 100,000 in the aggregate, (viix) 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 MOZN and the MOZN SubsidiariesCompany’s business, (viiixi) 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, (ixxii) any purchase order or contract for the purchase of raw materials involving in excess of $250,000 individually25,000 individually or $100,000 in the aggregate, (xxiii) any construction contracts involving future obligation of MOZN or any MOZN Subsidiary in excess of $250,000 individuallycontracts, (xixiv) any dealer, distribution, joint marketing or development agreement, (xiixv) any sales representative, original equipment manufacturer, value added, remarketer, reseller agreement pursuant to which the Company or independent software vendor Subsidiary has developed and/or delivered or other agreement for use has received funds from any Governmental Entity to develop and/or deliver any Intellectual Property, (xvi) any bandwidth or distribution of the products or services of MOZN or any MOZN Subsidiaryco-location agreement, or (xiiixvii) any other agreement, contract or commitment that involves involving in excess of $250,000 25,000 individually or $100,000 in the aggregate. (b) The Company has delivered or made available to Parent a correct and complete copy of each written agreement (as amended to date) listed in Company Schedule 2.4, Company Schedule 2.10(a), Company Schedule 2.11(g), Company Schedule 2.11(h), Company Schedule 2.12 and Company Schedule 2.20(b) and a written summary setting forth the terms and conditions of each oral agreement referred to in such Company Schedules (collectively, all such agreements are referred to as the “Contracts”. With respect to each such Contract: (A) the agreement, with respect to the Company and Subsidiary and, to the Company’s Knowledge, all other parties thereto, is legal, valid, binding, enforceable, and in full force and effect in all respects; (B) neither the Company or Subsidiary nor, to the Company’s Knowledge, any other party is in breach or default, and no event has occurred, which with notice or lapse of time would constitute a breach or default, or permit termination, modification, or acceleration, under the agreement; (C) no party has repudiated any provision of the agreement; and (D) the Company does not cancelable have any reason to believe that the service called for thereunder cannot be supplied in accordance with its terms and without penalty within thirty (30) daysresulting in a loss to the Company or Subsidiary. Following the Effective Time, the Company will be permitted to exercise all of the Company’s rights under such agreements to the same extent the Company would have been able to had the Merger not occurred and without the payment of any additional amounts or consideration other than ongoing fees, royalties or payments which the Company would otherwise be required to pay.

Agreements, Contracts and Commitments. As of (a) The Company or the date hereof, except as set forth in Section 3.8 of MOZN Disclosure Schedule, MOZN Indian Subsidiary is not party to nor is it bound by: (i) any employment or consulting agreement, contract or commitment, other than confidentiality agreements, commitment with an employee or individual consultant or salesperson or consulting or sales agreement, contract or commitment with a firm or other organization,; (ii) any agreement or plan, including, including without limitation, limitation any stock option plansplan, 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,; (iii) any fidelity or surety bond or completion bond,; (iv) any lease of personal property having a value individually an annual rental rate in excess of $50,000 25,000 individually or $100,000 in the aggregate,; (v) any agreement, contract or commitment containing any covenant limiting the freedom of MOZN to engage in any line of business or to compete with any person, (vi) any agreement, contract or commitment relating to capital expenditures and involving future payments in excess of $250,000 25,000 individually or $1,000,000 100,000 in the aggregate,; (viivi) 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 MOZN and the MOZN Subsidiaries,Company's business; (viiivii) 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,; (ixviii) any purchase order or contract for the purchase of materials involving in excess of $250,000 individually,25,000 individually or $100,000 in the aggregate; (ix) any construction contracts; (x) any construction contracts involving future obligation of MOZN or any MOZN Subsidiary in excess of $250,000 individually, (xi) any dealer, distribution, joint marketing or development agreement,; (xiixi) any sales representative, original equipment manufacturer, value added, remarketer, reseller or independent software vendor or other agreement for use or distribution of the products Company's products, technology or services of MOZN or any MOZN Subsidiary, services; or (xiiixii) any other agreement, contract or commitment that involves $250,000 25,000 individually or $100,000 in the aggregate or more and is not cancelable without penalty within thirty (30) 30 days. (b) The Company and the Indian Subsidiary are in compliance with and have not breached, violated or defaulted under, or received notice that they have breached, violated or defaulted under, any of the terms or conditions of any agreement, contract, covenant, instrument, lease, license or commitment to which they are party or by which they are bound (collectively a "Contract"), nor is the Company, or the Indian Subsidiary 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, nor is any party obligated to the Company or the Indian Subsidiary pursuant thereto subject to any default thereunder. The Company and the Indian Subsidiary have obtained, or will obtain prior to the Effective Time, all necessary consents, waivers and approvals of parties to any Contract as are required thereunder in connection with the Merger or for such Contracts to remain in effect without modification, limitation or alteration after the Effective Time. Following the Effective Time, the Company and the Indian Subsidiary will be permitted to exercise all of their rights under the Contracts without the payment of any additional amounts or consideration other than amounts or consideration which the Company or the Indian Subsidiary would otherwise be required to pay had the transactions contemplated by this Agreement not occurred.

Agreements, Contracts and Commitments. As of the date hereof, except (a) Except as set forth in Section 3.8 of MOZN Disclosure ScheduleSchedule 2.12(a), MOZN the Company does not have, is not a party to nor is it bound by: (i) any collective bargaining agreements at the level of the Company; (ii) any Contracts or arrangements that contain any severance pay or post-employment liabilities or obligations; (iii) any bonus, deferred compensation, pension, profit sharing or retirement plans, or any other employee benefit plans or arrangements; (iv) any employment or consulting agreement, contract or commitment, other than confidentiality agreements, Contract with an employee or individual consultant or salesperson or any consulting or sales agreement, contract agreement or commitment with a Contract under which any firm or other organization,organization provides services to the Company; (iiv) any agreement or plan, including, without limitation, including any stock option plansplan, 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 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,Agreement (or upon the occurrence of any subsequent events); (iii) any fidelity or surety bond or completion bond, (ivvi) any lease of personal property having a value individually in excess of $50,000 20,000 individually or $100,000 50,000 in the aggregate,; (vvii) any agreement, contract agreement of indemnification or commitment containing any covenant limiting the freedom of MOZN to engage in any line of business or to compete with any person,guarantee; (viviii) any agreement, contract or commitment Contract relating to capital expenditures and involving future payments in excess of $250,000 20,000 individually or $1,000,000 50,000 in the aggregate,; (viiix) any agreement, contract or commitment Contract relating to the disposition or acquisition of assets or any interest in any business enterprise outside other than the ordinary course sale of inventory in the business Ordinary Course of MOZN and the MOZN Subsidiaries,Business; (viiix) any mortgages, indentures, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit,; (ixxi) any purchase order or contract Contract for the purchase of raw materials or finished products involving in excess of $250,000 individually,or more per order or entered into outside of the Ordinary Course of Business; (xxii) any construction contracts involving future obligation of MOZN or any MOZN Subsidiary in excess of $250,000 individually,Contracts; (xixiii) any dealer, distribution, joint marketing or development agreement,; (xiixiv) any sales representativeagreement pursuant to which the Company has granted or may grant in the future, original equipment manufacturerto any party, value added, remarketer, reseller a source-code license or independent software vendor option or other agreement for right to use or distribution of the products or services of MOZN or any MOZN Subsidiary, acquire source-code; or (xiiixv) any other agreement, contract or commitment Contract that involves $250,000 100,000 or more individually or is not cancelable without penalty within thirty three (303) daysmonths. (b) The Company has not breached, violated or defaulted under, or received notice that it has breached, violated or defaulted under, any of the terms or conditions of any Contract required to be set forth on Schedule 2.12(a) or Schedule 2.25 (any such Contract, a “Key Contract”). Each Key Contract is in full force and effect and, except as otherwise disclosed in Schedule 2.12(b), to the Knowledge of the Class A Stockholders, no party obligated to the Company pursuant to a Key Contract is in default thereunder.

Agreements, Contracts and Commitments. As (a) Section 2.14(a) of the date hereof, except as set forth in Section 3.8 of MOZN Disclosure Schedule, MOZN is not bound bySchedule lists: (i) any employment or consulting agreement, contract or commitment, other than confidentiality agreements, commitment with an employee or individual consultant or salesperson or consulting employee, consultant, or sales agreement, contract or commitment with a firm or other organizationperson, (ii) any agreement or plan, including, without limitation, any stock option plansplan, 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, (iii) any fidelity or surety bond or completion bond, (iv) any lease of personal property having a value individually in excess of $50,000 25,000 or $100,000 in the aggregate, (v) any agreement, contract or commitment containing any covenant limiting restricting the freedom of MOZN to engage Company from engaging in any line of business or to compete competing with any person, (vi) any agreement, contract or commitment relating to capital expenditures and involving future payments in excess of $250,000 25,000 individually or $1,000,000 100,000 in the aggregate, (vii) 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 MOZN and the MOZN SubsidiariesCompany's business, (viii) 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 or contract for the purchase of materials involving in excess of $250,000 individually25,000 individually or $100,000 in the aggregate, (x) any construction contracts involving future obligation of MOZN or any MOZN Subsidiary in excess of $250,000 individually, (xi) any dealer, distribution, joint marketing or development agreement,, entered into by the Company; (xiixi) any sales representative, original equipment manufacturer, value added, remarketer, reseller or independent software vendor or other agreement for use or distribution of the products Company's products, technology or services of MOZN or any MOZN Subsidiaryentered into by the Company other than pursuant to the form agreement attached to Schedule 2.14(a)(xi), or (xiiixii) any other agreement, contract or commitment that involves $250,000 25,000 individually or $100,000 in the aggregate or more or is not cancelable without penalty within thirty (30) days. (b) Except as set forth in Schedule 2.14(b) of the Disclosure Schedule, the Company is in substantial compliance with and has not materially breached, violated or defaulted under, or received notice that it has breached, violated or defaulted under, any of the terms or conditions of any agreement, contract, covenant, instrument, lease, license or commitment to which it is not a party or by which it is bound (collectively a "CONTRACT"), nor does the Company have Knowledge of any event that would constitute such a breach, violation or default with the lapse of time, giving of notice or both. Each Contract is in full force and effect and, to the Company's Knowledge, is not subject to any default thereunder by any party obligated to the Company pursuant thereto. Following the Effective Time and the waiver of any Conflicts and the waiver or consent to any of the required consents to this transaction set forth in Section 2.6 of the Disclosure Schedule, 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 pay had the transactions contemplated by this Agreement not occurred.

Agreements, Contracts and Commitments. As of the date hereof, except (a) Except as set forth in Section 3.8 Sections 2.13(i), 2.13(k) or 2.14(a) of MOZN the Disclosure Schedule, MOZN the Company is not a party to nor is it bound by: (i) any employment or consulting agreement, contract or commitment, other than confidentiality agreements, commitment with an employee or individual consultant or salesperson or consulting or sales agreement, contract or commitment with a firm or other organization,; (ii) any agreement or plan, including, without limitation, any stock option plansplan, 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,; (iii) any fidelity or surety bond or completion bond,; (iv) any lease of personal property having a value individually in excess of $50,000 10,000 individually or $100,000 50,000 in the aggregate,; (v) any agreement, contract or commitment containing any covenant limiting the freedom of MOZN the Company to engage in any line of business or to compete with any person,; (vi) any agreement, contract or commitment relating to capital expenditures and involving future payments in excess of $250,000 10,000 individually or $1,000,000 50,000 in the aggregate,; (vii) 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 MOZN and the MOZN Subsidiaries,Company's business; (viii) 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 outstanding purchase order orders or contract contracts for the future purchase of materials involving in excess of $250,000 individually,10,000 individually or $50,000 in the aggregate; (x) any construction contracts involving future obligation of MOZN or any MOZN Subsidiary in excess of $250,000 individually, (xi) any dealer, distribution, joint marketing or development agreement,; (xiixi) any sales representative, original equipment manufacturer, value added, remarketer, reseller or independent software vendor or other agreement for use or distribution of the products Company's products, technology or services of MOZN services; (xii) any sales or any MOZN Subsidiary, other customer contract; or (xiii) any other agreement, contract or commitment that involves $250,000 10,000 individually or $50,000 in the aggregate or more or is not cancelable without penalty within thirty (30) days. (b) The Company is in compliance with and has not breached, violated or defaulted under, or received notice that it has breached, violated or defaulted under, any of the terms or conditions of any material agreement, contract, covenant, instrument, lease, license or commitment to which it is a party or by which it is bound (collectively a "Contract"), nor does the Company have knowledge of any event that would constitute such a breach, violation or default with the lapse of time, giving of notice or both. To the knowledge of the Company, 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 use its reasonable best efforts to obtain prior to the Closing Date, all necessary consents, waivers and approvals of parties to any Contract as are required thereunder in connection with the Merger or for such Contracts to remain in effect without modification after the Closing. Following the Effective Time, the Company will be permitted to exercise all of its rights under the Contracts without the payment of any additional amounts or consideration other than ongoing fees, royalties or payments which the Company would otherwise be required to pay had the transactions contemplated by this Agreement not occurred. (c) The Company will use its reasonable best efforts to obtain any and all consents, waivers, assignments and approvals under any of the Contracts as may be required in connection with the Merger (all such consents, waivers and approvals are set forth in the Disclosure Schedule) so as to preserve all rights of, and benefits to, the Company thereunder.