Common use of Certain Agreements Clause in Contracts

Certain Agreements. Except as set forth in Part 2.14 of the Company Disclosure Letter or the Company SEC Reports, neither Company nor any of its subsidiaries is a party to or is bound by: (a) any employment or consulting agreement or commitment with any employee or member of Company's Board of Directors, that, individually or in the aggregate, is material to Company, other than those that are terminable by Company or any of its subsidiaries on no more than thirty days notice without liability or financial obligation, except to the extent general principles of wrongful termination law may limit Company's or any of its subsidiaries' ability to terminate employees at will; (b) any agreement or plan, including any stock option plan, stock appreciation right plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (c) any material agreement of indemnification, any material guaranty or any instrument evidencing indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditioned sale, or otherwise; (d) any agreement, obligation or commitment containing covenants purporting to limit or which effectively limit the Company's or any of its subsidiaries' freedom to compete in any line of business or in any geographic area or which would so limit Company or Surviving Corporation or any of its subsidiaries after the Effective Time or granting any exclusive distribution or other exclusive rights; (e) any agreement or commitment currently in force relating to the disposition or acquisition by Company or any of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business, or pursuant to which Company has any material ownership or participation interest in any corporation, partnership, joint venture, strategic alliance or other business enterprise other than Company's subsidiaries; (f) any agreement or commitment with any affiliate of the Company that is material to the Company; and (g) any agreement or commitment currently in force providing for capital expenditures by Company or its subsidiaries in excess of $250,000.00. The agreements required to be disclosed in the Company Disclosure Letter pursuant to clauses (a) through (g) above or pursuant to Section 2.9 or that are or would be required to be filed with any Company SEC Report ("COMPANY CONTRACTS") are valid and in full force and effect, except to the extent that such invalidity would not have a Material Adverse Effect on Company. Except as disclosed in the Company Disclosure Letter pursuant to clauses (a) through (g) above or pursuant to Section 2.9 and except as disclosed in any Company SEC Report, neither Company nor any of its subsidiaries, nor to Company's knowledge, any other party thereto, is in breach, violation or default under, and neither Company nor any of its subsidiaries has received written notice that it has breached, violated or defaulted, any of the terms or conditions of any Company Contract in such a manner as would have a Material Adverse Effect on Company.

Certain Agreements. Except as set forth in Part 2.14 Section 3.1(w) of the Company Anthem Disclosure Letter lists, as of the date hereof, each of the following contracts, agreements or the Company SEC Reportsarrangements, neither Company nor whether written or oral, to which Anthem or any of its subsidiaries Subsidiaries is a party to or by which it is bound by: (aeach contract, agreement or other arrangement required to be disclosed pursuant to this Section 3.1(w), an “Anthem Material Contract”): (i) any employment “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K under the Exchange Act); (ii) each loan and credit agreement, note, debenture, bond, indenture, mortgage, security agreement, pledge or consulting other similar contract pursuant to which any material indebtedness for borrowed money of Anthem or any of its Subsidiaries is outstanding or may be incurred, other than any such contract between or among Anthem and any of Anthem’s wholly owned Subsidiaries; (iii) each partnership, joint venture or similar contract to which Anthem or any of its Subsidiaries is a party relating to the formation, creation, operation, management or control of any partnership or joint venture, in each case material to Anthem and its Subsidiaries, taken as a whole; (iv) each contract relating to the disposition or acquisition by Anthem or any of its Subsidiaries, with obligations remaining to be performed or liabilities continuing after the date of this Agreement, of any material business or any material amount of assets (including Intellectual Property rights) other than in the ordinary course of business; (v) each material pharmacy benefit management contract; (vi) each contract to which Anthem or any of its Subsidiaries is a party with, or relating to, the BCBSA; and (vii) any non-competition agreement or commitment any other agreement or arrangement that by its express terms (A) materially limits or otherwise materially restricts Anthem or any of its Affiliates or any successor thereto or (B) would, after the Effective Time, materially limit or otherwise materially restrict Anthem or any of its Affiliates, in each case from engaging or competing in any line of business material to Anthem and its Affiliates (taken as a whole) or in any geographic area material to Anthem and its Affiliates (taken as a whole) (other than exclusivity provisions or arrangements with any employee providers of health care services). Anthem has previously made available to Cigna complete and accurate copies of each Anthem Material Contract listed in Section 3.1(w) of the Anthem Disclosure Letter. All of the Anthem Material Contracts are valid and binding and in full force and effect (except those which are cancelled, rescinded or member of Company's Board of Directorsterminated after the date hereof in accordance with their terms), thatexcept where the failure to be in full force and effect would not reasonably be expected to have, individually or in the aggregate, is material to Company, other than those that are terminable by Company or any of its subsidiaries on no more than thirty days notice without liability or financial obligation, except to the extent general principles of wrongful termination law may limit Company's or any of its subsidiaries' ability to terminate employees at will; (b) any agreement or plan, including any stock option plan, stock appreciation right plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (c) any material agreement of indemnification, any material guaranty or any instrument evidencing indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditioned sale, or otherwise; (d) any agreement, obligation or commitment containing covenants purporting to limit or which effectively limit the Company's or any of its subsidiaries' freedom to compete in any line of business or in any geographic area or which would so limit Company or Surviving Corporation or any of its subsidiaries after the Effective Time or granting any exclusive distribution or other exclusive rights; (e) any agreement or commitment currently in force relating to the disposition or acquisition by Company or any of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business, or pursuant to which Company has any material ownership or participation interest in any corporation, partnership, joint venture, strategic alliance or other business enterprise other than Company's subsidiaries; (f) any agreement or commitment with any affiliate of the Company that is material to the Company; and (g) any agreement or commitment currently in force providing for capital expenditures by Company or its subsidiaries in excess of $250,000.00. The agreements required to be disclosed in the Company Disclosure Letter pursuant to clauses (a) through (g) above or pursuant to Section 2.9 or that are or would be required to be filed with any Company SEC Report ("COMPANY CONTRACTS") are valid and in full force and effect, except to the extent that such invalidity would not have a Material Adverse Effect on CompanyAnthem. Except as disclosed To the Knowledge of Anthem, no Person is challenging the validity or enforceability of any Anthem Material Contract, except such challenges which would not reasonably be expected to have, individually or in the Company Disclosure Letter pursuant to clauses (a) through (g) above or pursuant to Section 2.9 and except as disclosed in any Company SEC Reportaggregate, neither Company nor any of its subsidiaries, nor to Company's knowledge, any other party thereto, is in breach, violation or default under, and neither Company nor any of its subsidiaries has received written notice that it has breached, violated or defaulted, any of the terms or conditions of any Company Contract in such a manner as would have a Material Adverse Effect on CompanyAnthem. Neither Anthem nor any of its Subsidiaries, and, to the Knowledge of Anthem, as of the date hereof, none of the other parties thereto, has violated any provision of, or committed or failed to perform any act which (with or without notice, lapse of time or both) would constitute a default under the provisions of, any Anthem Material Contract, except for those violations and defaults which would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Anthem.

Certain Agreements. Except (i) Schedule 3.1(k) contains a true and complete list of all agreements, arrangements or understandings (a) listed or which would be required to be listed as set forth an exhibit to the Company's Annual Report on Form 10-K for the year ended December 31, 1997 under the rules and regulations of the SEC, (b) relating to indebtedness for money borrowed by the Company or any Subsidiary, which individually or in Part 2.14 the aggregate represent an amount greater than $1,000,000 excluding trade credit or payables in the ordinary course of business, (c) creating any guarantee or keepwell arrangement or other agreement to be liable for the obligations of another Person other than the Company or its wholly owned Subsidiaries, (d) providing for payments or the receipt of payments or the sale, purchase or exchange of goods or services worth in excess of $1,000,000 (or in fact resulting in such payments for 1997), (e) with any agent/dealer/retailer for the Company's products or services, (f) any joint venture or partnership agreement, (g) with any paging enterprise for the reselling of products or services, (h) which is an interest rate, equity or other swap or derivative instrument, (i) containing any provision or covenant limiting the ability of the Company Disclosure Letter or its Subsidiaries or any of its or their affiliates to sell any products or services of or to any other person, engage in any line of business or compete with or to obtain products or services from any person or limiting the ability of any person to provide products or services to the Company SEC Reportsor any of its Subsidiaries or affiliates and (j) cell site leases (collectively, the "Company Material Contracts"). The Company has previously provided Parent with true and correct copies of each of the Company Material Contracts, as in effect on the date hereof. (ii) All Company Material Contracts are valid and enforceable and in full force and effect except to the extent they have previously expired in accordance with their terms, and neither the Company nor any of its subsidiaries is Subsidiaries has violated any provision of, or committed or failed to perform any act which, with or without notice, lapse of time, or both, could reasonably be expected to constitute a party to default under the provisions of, any such Company Material Contract, except for any invalidity, unenforceability or is bound by: (a) any employment or consulting agreement or commitment with any employee or member of Company's Board of Directors, thatdefaults which, individually or in the aggregate, is material could not reasonably be expected to Company, other than those that are terminable by Company or any of its subsidiaries on no more than thirty days notice without liability or financial obligation, except to the extent general principles of wrongful termination law may limit Company's or any of its subsidiaries' ability to terminate employees at will; (b) any agreement or plan, including any stock option plan, stock appreciation right plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (c) any material agreement of indemnification, any material guaranty or any instrument evidencing indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditioned sale, or otherwise; (d) any agreement, obligation or commitment containing covenants purporting to limit or which effectively limit the Company's or any of its subsidiaries' freedom to compete in any line of business or in any geographic area or which would so limit Company or Surviving Corporation or any of its subsidiaries after the Effective Time or granting any exclusive distribution or other exclusive rights; (e) any agreement or commitment currently in force relating to the disposition or acquisition by Company or any of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business, or pursuant to which Company has any material ownership or participation interest in any corporation, partnership, joint venture, strategic alliance or other business enterprise other than Company's subsidiaries; (f) any agreement or commitment with any affiliate of the Company that is material to the Company; and (g) any agreement or commitment currently in force providing for capital expenditures by Company or its subsidiaries in excess of $250,000.00. The agreements required to be disclosed in the Company Disclosure Letter pursuant to clauses (a) through (g) above or pursuant to Section 2.9 or that are or would be required to be filed with any Company SEC Report ("COMPANY CONTRACTS") are valid and in full force and effect, except to the extent that such invalidity would not have a Material Adverse Effect on the Company. Except as disclosed To the knowledge of the Company, no counterparty to any such Company Material Contract has violated any provision of, or committed or failed to perform any act which, with or without notice, lapse of time, or both, could reasonably be expected to constitute a default or other breach under the provisions of, such the Company Material Contract, except for defaults or breaches which, individually or in the Company Disclosure Letter pursuant aggregate, could not reasonably be expected to clauses (a) through (g) above or pursuant to Section 2.9 and except as disclosed in any Company SEC Report, neither Company nor any of its subsidiaries, nor to Company's knowledge, any other party thereto, is in breach, violation or default under, and neither Company nor any of its subsidiaries has received written notice that it has breached, violated or defaulted, any of the terms or conditions of any Company Contract in such a manner as would have a Material Adverse Effect on the Company. The Company has no obligations under that certain Joint Venture Agreement, dated as of January 19, 1990, as amended.

Certain Agreements. Except as set forth in Part 2.14 Section 3.2(v) of the Company Cigna Disclosure Letter lists, as of the date hereof, each of the following contracts, agreements or the Company SEC Reportsarrangements, neither Company nor whether written or oral, to which Cigna or any of its subsidiaries Subsidiaries is a party to or by which it is bound by: (aeach contract, agreement or other arrangement required to be disclosed pursuant to this Section 3.2(v), a “Cigna Material Contract”): (i) any employment “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K under the Exchange Act); (ii) each loan and credit agreement, note, debenture, bond, indenture, mortgage, security agreement, pledge or consulting other similar contract pursuant to which any material indebtedness for borrowed money of Cigna or any of its Subsidiaries is outstanding or may be incurred, other than any such contract between or among Cigna and any of Cigna’s wholly owned Subsidiaries; (iii) each partnership, joint venture or similar contract to which Cigna or any of its Subsidiaries is a party relating to the formation, creation, operation, management or control of any partnership or joint venture, in each case material to Cigna and its Subsidiaries, taken as a whole; (iv) each contract relating to the disposition or acquisition by Cigna or any of its Subsidiaries, with obligations remaining to be performed or liabilities continuing after the date of this Agreement, of any material business or any material amount of assets (including Intellectual Property rights) other than in the ordinary course of business; (v) each material pharmacy benefit management contract; and (vi) any non-competition agreement or commitment any other agreement or arrangement that by its express terms (A) materially limits or otherwise materially restricts Cigna or any of its Affiliates or any successor thereto or (B) would, after the Effective Time, materially limit or otherwise materially restrict Cigna or any of its Affiliates, in each case from engaging or competing in any line of business material to Cigna and its Affiliates (taken as a whole) or in any geographic area material to Cigna and its Affiliates (taken as a whole) (other than exclusivity provisions or arrangements with any employee providers of health care services). Cigna has previously made available to Anthem complete and accurate copies of each Cigna Material Contract listed in Section 3.2(v) of the Cigna Disclosure Letter. All of the Cigna Material Contracts are valid and binding and in full force and effect (except those which are cancelled, rescinded or member of Company's Board of Directorsterminated after the date hereof in accordance with their terms), thatexcept where the failure to be in full force and effect would not reasonably be expected to have, individually or in the aggregate, is material to Company, other than those that are terminable by Company or any of its subsidiaries on no more than thirty days notice without liability or financial obligation, except to the extent general principles of wrongful termination law may limit Company's or any of its subsidiaries' ability to terminate employees at will; (b) any agreement or plan, including any stock option plan, stock appreciation right plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (c) any material agreement of indemnification, any material guaranty or any instrument evidencing indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditioned sale, or otherwise; (d) any agreement, obligation or commitment containing covenants purporting to limit or which effectively limit the Company's or any of its subsidiaries' freedom to compete in any line of business or in any geographic area or which would so limit Company or Surviving Corporation or any of its subsidiaries after the Effective Time or granting any exclusive distribution or other exclusive rights; (e) any agreement or commitment currently in force relating to the disposition or acquisition by Company or any of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business, or pursuant to which Company has any material ownership or participation interest in any corporation, partnership, joint venture, strategic alliance or other business enterprise other than Company's subsidiaries; (f) any agreement or commitment with any affiliate of the Company that is material to the Company; and (g) any agreement or commitment currently in force providing for capital expenditures by Company or its subsidiaries in excess of $250,000.00. The agreements required to be disclosed in the Company Disclosure Letter pursuant to clauses (a) through (g) above or pursuant to Section 2.9 or that are or would be required to be filed with any Company SEC Report ("COMPANY CONTRACTS") are valid and in full force and effect, except to the extent that such invalidity would not have a Material Adverse Effect on CompanyCigna. Except as disclosed To the Knowledge of Cigna, no Person is challenging the validity or enforceability of any Cigna Material Contract, except such challenges which would not reasonably be expected to have, individually or in the Company Disclosure Letter pursuant to clauses (a) through (g) above or pursuant to Section 2.9 and except as disclosed in any Company SEC Reportaggregate, neither Company nor any of its subsidiaries, nor to Company's knowledge, any other party thereto, is in breach, violation or default under, and neither Company nor any of its subsidiaries has received written notice that it has breached, violated or defaulted, any of the terms or conditions of any Company Contract in such a manner as would have a Material Adverse Effect on CompanyCigna. Neither Cigna nor any of its Subsidiaries, and, to the Knowledge of Cigna, as of the date hereof, none of the other parties thereto, has violated any provision of, or committed or failed to perform any act which (with or without notice, lapse of time or both) would constitute a default under the provisions of, any Cigna Material Contract, except for those violations and defaults which would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Cigna.

Certain Agreements. Except Other than the Related Agreements, except as otherwise set forth in Part 2.14 of the Company Disclosure Letter or the Company SEC ReportsLetter, neither Company nor any of its subsidiaries is a party to or is bound by: (a) other than as disclosed in Part 2.12 of the Company Disclosure Letter, any employment or consulting agreement or commitment with any employee officer or member of Company's Board of Directors, that, individually or in the aggregate, is material to Company, other than those that are terminable by Company or any of its subsidiaries on no more than thirty days notice without liability or financial obligation, except to the extent general principles of wrongful termination law may limit Company's or any of its subsidiaries' ability to terminate employees at will, or any consulting agreement; (b) any agreement or plan, including any stock option plan, stock appreciation right plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (c) any material agreement of indemnification, any material guaranty or any material instrument evidencing indebtedness for borrowed money by way of direct loan, sale of debt securities, securities or purchase money obligation, conditioned sale, or otherwise; (dc) any agreement, agreement or obligation or commitment containing covenants purporting to limit or which effectively limit the Company's or any of its subsidiaries' freedom to compete in any line of business or in any geographic area or which would so limit Company or Surviving Corporation or any of its subsidiaries after the Effective Time or granting any exclusive distribution or other exclusive rights; (ed) any agreement or commitment obligation currently in force relating to the disposition or acquisition by Company or any of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business, or pursuant to which Company has any material ownership or participation interest in any corporation, partnership, joint venture, strategic alliance or other business enterprise other than Company's subsidiaries; (e) other than Company's standard source code escrow agreement for the benefit of Company's customers (in the form provided to Parent), any agreement or obligation currently in force to provide source code to any third party for any product or technology; (f) any agreement or commitment obligation with any affiliate of the Company that is material to the Company; andor (g) any agreement or commitment obligation currently in force providing for requiring annual capital expenditures by Company or its subsidiaries in excess of $250,000.001,000,000. The agreements required to be disclosed in the Company Disclosure Letter pursuant to clauses (a) through (g) above or pursuant to Section 2.9 or that are or would be required to be filed with any Company SEC Report ("COMPANY CONTRACTS") are valid and in full force and effect, except to the extent that such invalidity would not have a Material Adverse Effect on Company. Except as disclosed in the Company Disclosure Letter pursuant to clauses (a) through (g) above or pursuant to Section 2.9 and except as disclosed in any Company SEC Report, neither Neither Company nor any of its subsidiaries, nor to Company's knowledge, any other party thereto, is in breach, violation or default under, and neither Company nor any of its subsidiaries has received written notice that it has breached, violated or defaulted, any of the terms or conditions of any Company Contract in such a manner as would have a Material Adverse Effect on Company.

Certain Agreements. Except Other than the Related Agreements, except as otherwise set forth in Part 2.14 3.14 of the Company Parent Disclosure Letter or the Company SEC ReportsLetter, neither Company Parent nor any of its subsidiaries is a party to or is bound by: (a) other than as disclosed in Part 3.12 of the Parent Disclosure Letter, any employment or consulting agreement or commitment with any employee officer or member of CompanyParent's Board of Directors, that, individually or in the aggregate, is material to Company, other than those that are terminable by Company Parent or any of its subsidiaries on no more than thirty days notice without liability or financial obligation, except to the extent general principles of wrongful termination law may limit CompanyParent's or any of its subsidiaries' ability to terminate employees at will, or any consulting agreement; (b) any agreement or plan, including any stock option plan, stock appreciation right plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (c) any material agreement of indemnification, any material guaranty or any material instrument evidencing indebtedness for borrowed money by way of direct loan, sale of debt securities, securities or purchase money obligation, conditioned sale, or otherwise; (dc) any agreement, agreement or obligation or commitment containing covenants purporting to limit or which effectively limit the CompanyParent's or any of its subsidiaries' freedom to compete in any line of business or in any geographic area or which would so limit Company Parent or Surviving Corporation or any of its subsidiaries after the Effective Time or granting any exclusive distribution or other exclusive rights; (ed) any agreement or commitment obligation currently in force relating to the disposition or acquisition by Company Parent or any of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business, or pursuant to which Company Parent has any material ownership or participation interest in any corporation, partnership, joint venture, strategic alliance or other business enterprise other than CompanyParent's subsidiaries; (e) any agreement or obligation currently in force to provide source code to any third party for any product or technology; (f) any agreement or commitment obligation with any affiliate of the Company that is material to the CompanyParent; andor (g) any agreement or commitment currently in force providing for requiring capital expenditures by Company Parent or its subsidiaries in excess of $250,000.001,000,000. The agreements required to be disclosed in the Company Parent Disclosure Letter pursuant to clauses (a) through (g) above or pursuant to Section 2.9 3.9 or that are or would be required to be filed with any Company Parent SEC Report ("COMPANY PARENT CONTRACTS") are valid and in full force and effect, except to the extent that such invalidity would not have a Material Adverse Effect on CompanyParent. Except as disclosed in the Company Disclosure Letter pursuant to clauses (a) through (g) above or pursuant to Section 2.9 and except as disclosed in any Company SEC Report, neither Company Neither Parent nor any of its subsidiaries, nor to CompanyParent's knowledge, any other party thereto, is in breach, violation or default under, and neither Company Parent nor any of its subsidiaries has received written notice that it has breached, violated or defaulted, any of the terms or conditions of any Company Parent Contract in such a manner as would have a Material Adverse Effect on CompanyParent.

Certain Agreements. Except Section 5.1 Conduct of the Company's Business. --------------------------------- Without the consent of Parent, not to be unreasonably withheld, and except as contemplated by this Agreement or as described in Schedule 5.1, during the period from the date hereof to the Effective Time, the Company will, and will cause each of its subsidiaries to, conduct its operations in the ordinary course of business consistent with past practice and, to the extent consistent therewith, with no less diligence and effort than would be applied in the absence of this Agreement, seek to preserve intact its current business organizations, seek to keep available the service of its current officers and employees and seek to preserve its relationships with customers, suppliers and others having business dealings with it to the end that its goodwill and ongoing businesses shall be unimpaired at the Effective Time. The Company covenants and agrees that, prior to the Effective Time, unless Parent shall otherwise consent in writing (such consent not to be unreasonably withheld or delayed) or as set forth in Part 2.14 of the Company Disclosure Letter Schedule 5.1 or the Company SEC Reports, neither Company nor any of its subsidiaries is a party to or is bound byas otherwise expressly contemplated by this Agreement: (a) the business of the Company and the Subsidiaries shall be conducted only in, and the Company and the Subsidiaries shall not take any employment or consulting agreement or commitment action except in, the ordinary course of business and consistent with any employee or member of Company's Board of Directors, that, individually or in the aggregate, is material to Company, other than those that are terminable by Company or any of its subsidiaries on no more than thirty days notice without liability or financial obligation, except to the extent general principles of wrongful termination law may limit Company's or any of its subsidiaries' ability to terminate employees at willpast practice; (b) neither the Company nor any agreement Subsidiary shall, directly or planindirectly, including any stock option plan, stock appreciation right plan or stock purchase plan, do any of the benefits following: (i) sell, pledge, dispose of which will be increasedor encumber (or permit any Subsidiary to sell, pledge, dispose of or encumber) any assets of the Company or any Subsidiary, except sell or dispose of inventory, immaterial assets or in the ordinary course of business and consistent with past practice; (ii) except as contemplated hereby, amend or propose to amend its Certificate or Articles of Incorporation or By-Laws (or similar organizational documents); (iii) split, combine or reclassify any outstanding shares of its capital stock, or declare, set aside or pay any dividend payable in cash, stock, property or otherwise with respect to such shares (except for any dividends paid in the vesting ordinary course to the Company or to any wholly-owned Subsidiary); (iv) redeem, purchase, acquire or offer to acquire (or permit any Subsidiary to redeem, purchase, acquire or offer to acquire) any shares of benefits of which will be acceleratedits capital stock; or (v) enter into any contract, by the occurrence of agreement, commitment or arrangement with respect to any of the transactions contemplated by matters set forth in 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 Agreementparagraph (b); (c) neither the Company nor any material agreement of indemnificationSubsidiary shall (i) issue, sell, pledge or dispose of, or agree to issue, sell, pledge or dispose of, any material guaranty additional shares of, or securities convertible or exchangeable for, or any instrument evidencing options, warrants or rights of any kind to acquire any shares of, its capital stock of any class or other property or assets whether pursuant to the Company Stock Plans or otherwise; provided that the Company may issue Shares upon the exercise of currently outstanding Company Stock Rights that are stock options; (ii) acquire (by merger, consolidation or acquisition of stock or assets) any corporation, partnership or other business organization or division thereof (except an existing wholly-owned Subsidiary); (iii) incur any indebtedness for borrowed money by way of direct loanor issue any debt securities in an amount exceeding $100,000 in the aggregate, sale of debt securities, purchase money obligation, conditioned sale, or otherwise; (d) any agreement, obligation or commitment containing covenants purporting to limit or which effectively limit except for working capital loans in the Company's or any of its subsidiaries' freedom to compete in any line ordinary course of business and any amounts necessary to pay the amounts pursuant to Section 5.05(b) of the WCAS Agreement; (iv) enter into or in modify any geographic area or which would so limit Company or Surviving Corporation or any of its subsidiaries after the Effective Time or granting any exclusive distribution or other exclusive rights; (e) any material contract, lease, agreement or commitment currently commitment, except in force relating to the disposition ordinary course of business and consistent with past practice; (v) terminate, modify, assign, waive, release or acquisition by Company relinquish any contract rights or amend any of its subsidiaries after the date of this Agreement of a material amount of assets rights or claims not in the ordinary course of business or (vi) settle or compromise any claim, action, suit or proceeding pending or threatened against the Company, or, if the Company may be liable or obligated to provide indemnification, against the Company's directors or officers, before any court, governmental agency or arbitrator, except in the ordinary course of business; provided that nothing herein shall require any action that might impair or otherwise affect the obligation of any insurance carrier under any insurance policy maintained by the Company; (d) neither the Company nor any Subsidiary shall grant any increase in the salary or other compensation of its employees except (i) pursuant to the terms of employment agreements in effect on the date hereof and previously disclosed to Parent and (ii) in the case of employees who are not executive officers of the Company, in the ordinary course of business and consistent with past practice, or pursuant grant any bonus to which any employee other than bonuses that are immaterial in amount to employees who are not executive officers of the Company has or enter into any employment agreement or make any loan to or enter into any material ownership transaction of any other nature with any employee of the Company or participation interest any Subsidiary; (e) neither the Company nor any Subsidiary shall (except for salary increases for employees who are not executive officers of the Company in the ordinary course of business and consistent with past practice) adopt or amend, in any corporationrespect, partnershipexcept as contemplated hereby or as may be required by applicable law or regulation, joint ventureany collective bargaining, strategic alliance bonus, profit sharing, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment or other business enterprise other than Company's subsidiariesemployee benefit plan, agreement, trust, fund, plan or arrangement for the benefit or welfare of any directors, officers or employees (including, without limitation, any such plan or arrangement relating to severance or termination pay); (f) neither the Company nor any agreement Subsidiary shall take any action that would make any representation or commitment with any affiliate warranty of the Company that is material hereunder inaccurate in any respect at, or as of any time prior to, the Effective Time, or omit to the Companytake any action necessary to prevent any such representation or warranty from being inaccurate in any respect at any such time; and (g) each of the Company and the Subsidiaries shall use its best efforts, to the extent not prohibited by the foregoing provisions of this Section 5.1, to maintain its relationships with its suppliers and customers, and if and as requested by Parent, the Company shall schedule, and the management of the Company shall participate in, meetings of representatives of Parent with employees of the Company or any agreement Subsidiary; (h) neither the Company nor any Subsidiary shall adopt a plan of complete or commitment currently in force providing for capital expenditures by partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the Company or any or its subsidiaries in excess of $250,000.00. The agreements required to be disclosed in (other than the Company Disclosure Letter pursuant to clauses Merger); (ai) through (g) above or pursuant to Section 2.9 or that are or would be required to be filed with any Company SEC Report ("COMPANY CONTRACTS") are valid and in full force and effect, except to neither the extent that such invalidity would not have a Material Adverse Effect on Company. Except as disclosed in the Company Disclosure Letter pursuant to clauses (a) through (g) above or pursuant to Section 2.9 and except as disclosed in any Company SEC Report, neither Company nor any of its subsidiariesSubsidiary shall alter through merger, nor to Company's knowledgeliquidation, reorganization, restructuring or in any other party thereto, is in breach, violation fashion the corporate structure or default under, and ownership of any subsidiary; and (j) neither the Company nor any of Subsidiary shall make any Tax election or settle or compromise any Tax liability material to the Company and its subsidiaries has received written notice that it has breached, violated or defaulted, any of the terms or conditions of any Company Contract in such taken as a manner as would have a Material Adverse Effect on Companywhole.

Certain Agreements. (i) Except for this Agreement and any other Transaction Agreement to which it is a party, as set forth in Part 2.14 of the Company Disclosure Letter or the Company SEC Reportsdate hereof, neither the Company nor any of its subsidiaries Subsidiaries is a party to or is bound by: by any contract, arrangement, commitment or understanding (aA) with respect to the employment of any employment directors, officers or consulting agreement employees, or commitment with any employee or member of Company's Board of Directors, that, individually or in the aggregate, is material to Company, other than those consultants that are terminable by natural persons, involving the payment of $500,000 or more per annum, (B) that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), (C) that purports to limit the ability of the Company or any of its subsidiaries on no more than thirty days notice without liability or financial obligationSubsidiaries (or, except to after the extent general principles of wrongful termination law may limit Company's Effective Time, Parent or any of its subsidiaries' ability Subsidiaries) to terminate employees at will; compete in any line of business, in any geographic area or with any person, or that requires referrals of business and, in each case, which limitation or requirement would reasonably be expected to be material to the Company and its Subsidiaries taken as a whole, (bD) any agreement that is a Company Employee Benefit Plan and that provides for an increase in benefits or plan, including any stock option plan, stock appreciation right plan or stock purchase plan, any the acceleration of the benefits of which will be increased, vesting or the vesting funding of benefits of which will be accelerated(other than Company Options and Company Restricted Stock Units), by the occurrence of any of the transactions contemplated by this Agreement (whether alone or in connection with any other event, condition or circumstance), (E) that has as its subject matter a Company Affiliate Transaction, (F) that would reasonably be expected to prevent, materially delay or materially impede the value of any of the benefits of which will be calculated on the basis consummation of any of the transactions contemplated by this Agreement; , (cG) any material agreement of indemnificationthat is an options, any material guaranty futures, forwards, swaps, hedging contracts or any instrument evidencing indebtedness for borrowed money by way of direct loansimilar derivative contracts relating to interest rates, sale of debt securitiesforeign exchange, purchase money obligation, conditioned salecommodity prices or otherwise, or otherwise; (dH) any agreementthat is a material contract that is not cancellable (at no additional cost, obligation expense or commitment containing covenants purporting to limit fee) on 90 days or which effectively limit less notice that grants “most favored nation” status that, following the Company's Effective Time, would impose obligations upon Parent or any of its subsidiaries' freedom to compete in any line of business Subsidiaries, including AcquisitionCo and its Subsidiaries. All contracts, arrangements, commitments or in any geographic area or which would so limit Company or Surviving Corporation or any of its subsidiaries after the Effective Time or granting any exclusive distribution or other exclusive rights; (e) any agreement or commitment currently in force relating to the disposition or acquisition by Company or any of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business, or pursuant to which Company has any material ownership or participation interest in any corporation, partnership, joint venture, strategic alliance or other business enterprise other than Company's subsidiaries; (f) any agreement or commitment with any affiliate understandings of the type described in Section 3.1(i)(i) (collectively referred to herein as the “Company that is material to the Company; and (g) any agreement or commitment currently in force providing for capital expenditures by Company or its subsidiaries in excess of $250,000.00. The agreements required to be disclosed in the Company Disclosure Letter pursuant to clauses (a) through (g) above or pursuant to Section 2.9 or that are or would be required to be filed with any Company SEC Report ("COMPANY CONTRACTS"Contracts”) are valid and in full force and effect, except to the extent that such invalidity they have previously expired in accordance with their terms or if the failure to be in full force and effect, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company. Except as disclosed in The Company has provided or made available to Parent correct and complete copies of each Company Contract. Neither the Company Disclosure Letter pursuant to clauses (a) through (g) above or pursuant to Section 2.9 and except as disclosed in any Company SEC Report, neither Company nor any of its subsidiariesSubsidiaries has, nor and to the knowledge of the Company's knowledge, none of the other parties thereto have, violated any provision of, or committed or failed to perform any act, and no event or condition exists, which with or without notice, lapse of time or both would constitute a default under the provisions of, any other party theretoCompany Contract, is except in breacheach case for those violations and defaults that, violation individually or default underin the aggregate, and would not reasonably be expected to result in a Material Adverse Effect on the Company. (ii) Except as set forth in Section 3.1(i)(ii) of the Company Disclosure Letter, neither the Company nor any of its subsidiaries has received written notice that it has breachedSubsidiaries is a party to or bound by any contract, violated arrangement, commitment or defaultedunderstanding that, after the Effective Time, would purport to limit the ability of Parent or any of the terms its Subsidiaries to compete in any line of business, in any geographic area or conditions with any person, or that requires referrals of any Company Contract in such a manner as would have a Material Adverse Effect on Companybusiness.

Certain Agreements. Except as set forth in Part 2.14 As of the Company Disclosure Letter or date hereof, except as disclosed in the Company Company's SEC ReportsReports and the documents filed as exhibits thereto, neither the Company nor any of its subsidiaries is a party to or is bound by: (a) Except as set forth on Section 3.13 of the Company Disclosure Schedule, any employment or consulting agreement or commitment with any officer, employee or member of Company's the Board of DirectorsDirectors of the Company or any of its subsidiaries, that, individually or in the aggregate, that is material to Company, other than those that are not terminable by Company or any of its subsidiaries on no more than thirty 30 days notice without liability or financial obligation, except to the extent general principles of wrongful termination law may limit the Company's or any of its subsidiaries' ability to terminate employees at will; (b) Except as set forth on Section 3.13 of the Company Disclosure Schedule, any agreement or plan, including any stock option plan, stock appreciation right plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement, the Transaction Option Agreement or the Stockholders' 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, the Transaction Option Agreement or the Stockholders' Agreement; (c) any material agreement Except as set forth on Section 3.13 of indemnificationthe Company Disclosure Schedule, any material guaranty or any instrument evidencing indebtedness for borrowed money by way of direct loan, loan or sale of debt securities, purchase money obligation, conditioned sale, or otherwise; (d) any Any material agreement, obligation or commitment containing covenants purporting to limit or which effectively limit the Company's or any of its subsidiaries' freedom to compete in any line of business or in any geographic area or which would so limit the Company or the Surviving Corporation or any of its subsidiaries after the Effective Time or granting any exclusive distribution or other exclusive rightsTime; (e) any Any agreement or commitment currently in force relating to the disposition or acquisition by the Company or any of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business, or pursuant to which the Company has any material ownership or participation interest in any corporation, partnership, joint venture, strategic alliance or other business enterprise other than the Company's subsidiaries; (f) any agreement or commitment with any affiliate of the Company that is material to the Company; and (g) any Any agreement or commitment currently in force providing for capital expenditures by the Company or its subsidiaries in excess of $250,000.00250,000; or (g) Any agreement or commitment with respect to the payment of legal, accounting or other third-party fees, other than on a time and disbursements basis and payable on a current month-to-month basis. The agreements required to be disclosed in the Company Disclosure Letter Schedule pursuant to clauses (a) through (g) above or pursuant to Section 2.9 3.9 or that are or would be required to be filed with any Company SEC Report ("COMPANY CONTRACTSCompany Contracts") are valid and in full force and effect, except to the extent that such invalidity would could not have reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on to the Company. Except as disclosed in Neither the Company Disclosure Letter pursuant to clauses (a) through (g) above or pursuant to Section 2.9 and except as disclosed in any Company SEC Report, neither Company nor any of its subsidiaries, nor to the Company's knowledge, any other party thereto, is in breach, violation or default under, and neither the Company nor any of its subsidiaries has received written notice that it has breached, violated or defaulted, any of the terms or conditions of any Company Contract in such a manner as would have could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company.

Certain Agreements. Except Other than (i) this Agreement, (ii) the Amended and Restated Common Stock and Warrant Agreement, dated as of the date of this Agreement, between Parent and UHC (the "UHC AGREEMENT"), (iii) the Outsourcing Agreement, and other related agreements, except as otherwise set forth in Part 2.14 3.14 of the Company Parent Disclosure Letter or the Company SEC ReportsLetter, neither Company Parent nor any of its subsidiaries is a party to or is bound by: (a) other than as disclosed in Part 3.12 of the Parent Disclosure Letter, any employment or consulting agreement or commitment with any employee officer or member of CompanyParent's Board of Directors, that, individually or in the aggregate, is material to Company, other than those that are terminable by Company Parent or any of its subsidiaries on no more than thirty days notice without liability or financial obligation, except to the extent general principles of wrongful termination law may limit CompanyParent's or any of its subsidiaries' ability to terminate employees at will, or any consulting agreement; (b) any agreement or plan, including any stock option plan, stock appreciation right plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (c) any material agreement of indemnification, any material guaranty or any material instrument evidencing indebtedness for borrowed money by way of direct loan, sale of debt securities, securities or purchase money obligation, conditioned sale, or otherwise; (dc) any agreement, agreement or obligation or commitment containing covenants purporting to limit or which effectively limit the CompanyParent's or any of its subsidiaries' freedom to compete in any line of business or in any geographic area or which would so limit Company or Surviving Corporation Parent or any of its subsidiaries after the Effective Time Closing or granting any exclusive distribution or other exclusive rights; (ed) any agreement or commitment obligation currently in force relating to the disposition or acquisition by Company Parent or any of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business, or pursuant to which Company Parent has any material ownership or participation interest in any corporation, partnership, joint venture, strategic alliance or other business enterprise other than CompanyParent's subsidiaries; (e) any agreement or obligation currently in force to provide source code to any third party for any product or technology; (f) any agreement or commitment obligation with any affiliate of the Company that is material to the CompanyParent; andor (g) any agreement or commitment currently in force providing for capital expenditures by Company Parent or its subsidiaries in excess of $250,000.001,000,000. The agreements required to be disclosed in the Company Parent Disclosure Letter pursuant to clauses (a) through (g) above or pursuant to Section 2.9 3.9 or that are or would be required to be filed with any Company Parent SEC Report ("COMPANY PARENT CONTRACTS") are valid and in full force and effect, except to the extent that such invalidity would not have a Material Adverse Effect on CompanyParent. Except as disclosed in the Company Disclosure Letter pursuant to clauses (a) through (g) above or pursuant to Section 2.9 and except as disclosed in any Company SEC Report, neither Company Neither Parent nor any of its subsidiaries, nor to CompanyParent's knowledge, any other party thereto, is in breach, violation or default under, and neither Company Parent nor any of its subsidiaries has received written notice that it has breached, violated or defaulted, any of the terms or conditions of any Company Parent Contract in such a manner as would have a Material Adverse Effect on CompanyParent.

Certain Agreements. Except as set forth in Part 2.14 of the ------------------ Company Disclosure Letter or the Company SEC ReportsLetter, neither Company nor any of its subsidiaries is a party to or is bound by: (a) any employment or consulting agreement or commitment with any employee or member of Company's Board of Directors, that, individually or in the aggregate, is material to Company, other than those that are terminable by Company or any of its subsidiaries on no more than thirty days notice without liability or financial obligation, except to the extent general principles of wrongful termination law may limit Company's or any of its subsidiaries' ability to terminate employees at will; (b) any agreement or plan, including any stock option plan, stock appreciation right plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (c) any material agreement of indemnification, any material guaranty or any instrument evidencing indebtedness for borrowed money by way of direct loan, loan or sale of debt securities, purchase money obligation, conditioned sale, or otherwise; (d) any agreement, obligation or commitment containing covenants purporting to limit or which effectively limit the Company's or any of its subsidiaries' freedom to compete in any line of business or in any geographic area or which would so limit Company or Surviving Corporation or any of its subsidiaries after the Effective Time or granting any exclusive distribution or other exclusive rightsthat would have a Material Adverse Effect on Company; (e) any agreement or commitment currently in force relating to the disposition or acquisition by Company or any of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business, or pursuant to which Company has any material ownership or participation interest in any corporation, partnership, joint venture, strategic alliance or other business enterprise other than Company's subsidiaries; (f) any material agreement or commitment with any affiliate of SAIC other than the Corporate Services Agreement between Company that is material to the Companyand SAIC; andor (g) any agreement or commitment currently in force providing for capital expenditures by Company or its subsidiaries in excess of $250,000.005,000,000. The agreements required to be disclosed in the Company Disclosure Letter pursuant to clauses (a) through (g) above or pursuant to Section 2.9 or that are or would be required to be filed with any Company Parent SEC Report ("COMPANY CONTRACTSCompany Contracts") are valid and in full force and effect, except to the extent that such invalidity would not have a Material Adverse Effect on Company. Except as disclosed in the Company Disclosure Letter pursuant to clauses (a) through (g) above or pursuant to Section 2.9 and except as disclosed in any Company SEC Report, neither Neither Company nor any of its subsidiaries, nor to Company's knowledge, any other party thereto, is in breach, violation or default under, and neither Company nor any of its subsidiaries has received written notice that it has breached, violated or defaulted, any of the terms or conditions of any Company Contract in such a manner as would have a Material Adverse Effect on Company.

Certain Agreements. Except as set forth in filed as exhibits or appendices to any of the Company SEC Reports, Part 2.14 of the Company Disclosure Letter (which is divided into subsections referenced to the clauses below) sets forth a complete list of each of the following Contracts of Company or the Company SEC Reports, neither Company nor any of its subsidiaries is a party to or is bound bysubsidiaries: (a) any employment or consulting agreement or commitment Contract with any employee or employee, member of Company's ’s Board of Directors, that, individually or in the aggregate, is material to Companycontractor requiring annual or one time payments of $100,000 or more, other than those that are terminable by Company or any of its subsidiaries on no more than thirty days notice without liability or financial obligation, except to the extent general principles of wrongful termination law may limit Company's or any of its subsidiaries' ability to terminate employees at will; (b) any agreement or planContract, including any stock option plan, stock appreciation right plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (c) any material agreement of indemnification, any material guaranty or any instrument evidencing indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditioned saleinvolving more than $100,000, or otherwiseany Contract of indemnification, other than licenses of Company’s Software in the ordinary course of business consistent with past practice; (d) any agreement, obligation or commitment Contract containing covenants purporting to limit or which effectively limit the Company's ’s or any of its subsidiaries' ’ freedom to compete in any line of business or in any geographic area or which would so limit Parent, Company or Surviving Corporation or any of its their subsidiaries after the Effective Time or granting any exclusive Intellectual Property license, distribution rights or other exclusive rights; (e) any agreement or commitment Contract currently in force relating to the disposition or acquisition by Company or any of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business, or pursuant to which Company has any material ownership or participation interest in any corporation, partnership, joint venture, strategic alliance or other business enterprise other than Company's ’s subsidiaries; (f) any agreement or commitment Contract with any affiliate of the Company that is material regard to the Company; andacquisition or licensing of any material Intellectual Property other than licenses, assignments, or other similar Contracts entered into in the ordinary course of business consistent with past practice; (g) any agreement Contract with any current (i) officer, (ii) director, (iii) holder of 5% or commitment currently more of the capital stock of Company or (iv) subsidiary, in force any case of (i), (ii) and (iv), of Company or any subsidiary of Company; (h) any executed but not fully performed Contract providing for capital expenditures by Company or its subsidiaries in excess of $250,000.00150,000; (i) any dealer, distributor, joint marketing or development Contract, under which Company or any of its subsidiaries have continuing obligations or costs in excess of $150,000 per year pursuant to the written terms of the Contract, which may not be canceled without penalty upon notice of 90 days or less; (j) any agreement pursuant to which Company or any of its subsidiaries have continuing obligations to jointly develop any Intellectual Property; (k) any Contract to provide source code to any third party for any product or technology; (l) any Contract (i) containing any support or maintenance obligation on the part of Company or any of its subsidiaries outside of the ordinary course of business consistent with past practice or (ii) containing any service obligation or cost on the part of Company or any of its subsidiaries in excess of $125,000, other than those obligations that are terminable by Company or any of its subsidiaries on no more than 30 days notice without liability or financial obligation to Company or its subsidiaries; (m) any Contract with any third party to integrate and distribute the products, services or technology of Company or of any of its subsidiaries with such third party’s products or services; (n) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other Contracts relating to the borrowing of money or extension of credit in excess of $125,000, other than accounts receivables and payables in the ordinary course of business; (o) settlement agreements entered into with Employees within two years prior to the date hereof involving payments in excess of $200,000 and any other settlement agreement entered into within two years prior to the date of this Agreement involving payments in excess of $100,000; (p) any Contract or commitment pursuant to which Company or any of its subsidiaries is obligated to pay in the future in excess of $175,000 in any one year period which is not terminable by Company or its subsidiaries without penalty in excess of $125,000 upon notice of 30 days or less; (q) any other Contract that has a value of $250,000 or more in any individual case not described in clauses (a) through (p) above; or (r) any other “material contract” (as defined in Item 601(b)(10) of Regulation S-K of the SEC) or other Contract currently in effect, the cancellation or breach of which would reasonably be expected to have a Material Adverse Effect on Company. The agreements Contracts required to be disclosed in the Company Disclosure Letter pursuant to clauses (a) through (gr) above or pursuant to Section 2.9 or that are or would be required to be filed with as exhibits or appendices to any Company SEC Report ("COMPANY CONTRACTS"“Company Contracts”) are valid and in full force and effecteffect with respect to Company, except to the extent that such invalidity would not have a Material Adverse Effect on be material to Company. Except as disclosed in the Company Disclosure Letter pursuant to clauses (a) through (g) above or pursuant to Section 2.9 and except as disclosed in any Company SEC Report, neither Neither Company nor any of its subsidiaries, nor to Company's knowledge, any other party thereto, subsidiaries is in material breach, violation or default under, and neither Company nor any of its subsidiaries has received written notice that it has materially breached, violated or defaulted, any of the terms or conditions of any Company Contract in such a manner as would have a Material Adverse Effect on CompanyContracts.

Certain Agreements. Except as set forth in Part 2.14 of the Company Disclosure Letter or the Company SEC Reports, neither Company Neither TEAM nor any of its subsidiaries is a party to or is bound by: (a) any employment or consulting agreement or commitment Contract with any employee or member of Company's TEAM’s Board of Directors, that, individually or in the aggregate, is material to Company, other than those that are terminable by Company TEAM or any of its subsidiaries on no more than thirty days days’ notice without liability or financial obligation, except to the extent general principles of wrongful termination law or good faith and fair dealing may limit Company's TEAM’s or any of its subsidiaries' ’ ability to terminate employees at will, or any consulting Contract; (b) any agreement or planContract, including any stock option plan, stock appreciation right plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (c) any material agreement Contract of indemnification, any material guaranty or any instrument evidencing indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditioned conditional sale, or otherwise; (d) any agreement, obligation or commitment Contract containing covenants purporting to limit or which that effectively limit the Company's TEAM’s or any of its subsidiaries' ’ freedom to compete in any line of business or in any geographic area or which that would so limit Company TEAM or Surviving Corporation or any of its subsidiaries after the Effective Time or granting any exclusive distribution or other exclusive rights; (e) any agreement or commitment Contract currently in force relating to the disposition or acquisition by Company TEAM or any of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business, or pursuant to which Company TEAM has any material ownership or participation interest in any corporation, partnership, joint venture, strategic alliance or other business enterprise other than Company's TEAM’s subsidiaries; (f) any agreement or commitment Contract with any affiliate of the Company that is material regard to the Company; andacquisition or licensing of any material Intellectual Property other than licenses, assignments, or other similar Contracts entered into the ordinary course of business consistent with past practice; (g) any agreement Contract with any (i) officer, (ii) director, (iii) holder of 5 percent or commitment currently more of the capital stock of TEAM, or (iv) subsidiary, in force any case of (i), (ii) and (iv), of TEAM or any subsidiary of TEAM; (h) any executed but not fully-performed Contract providing for capital expenditures by Company TEAM or its subsidiaries in excess of $250,000.00. 50,000; (i) any Contract pursuant to which the execution of this Agreement and the consummation of the transactions contemplated hereby (either alone or upon the occurrence of any additional or subsequent events) will constitute an event that will or may result in any material payment, acceleration, forgiveness of indebtedness, extension of the exercise period, posting, distribution, increase in benefits or obligation to fund benefits; or (j) any other Contract currently in effect, the cancellation of which would have a Material Adverse Effect on TEAM. (k) The agreements Contracts required to be disclosed in the Company TEAM Disclosure Letter pursuant to clauses (a) through (gj) above or pursuant to Section 2.9 3.9 and any other “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K promulgated by the SEC) of TEAM or that are or would be required to be filed with any Company SEC Report of its subsidiaries ("COMPANY CONTRACTS"collectively “TEAM Contracts”) are valid and in full force and effect, except to the extent that such invalidity would not be reasonably likely to have a Material Adverse Effect on CompanyTEAM. Except as disclosed in the Company Disclosure Letter pursuant to clauses (a) through (g) above or pursuant to Section 2.9 and except as disclosed in any Company SEC Report, neither Company Neither TEAM nor any of its subsidiaries, nor to Company's TEAM’s knowledge, any other party thereto, is in material breach, violation or default underthereunder, and neither Company TEAM nor any of its subsidiaries has received written notice that it has materially breached, violated or defaulted, defaulted any of the terms or conditions of any Company TEAM Contract in except for such a manner as breaches that would not be reasonably likely to have a Material Adverse Effect on CompanyTEAM.

Certain Agreements. Except Other than the Related Agreements, except as otherwise set forth in Part 2.14 3.14 of the Company Neoforma Disclosure Letter or the Company SEC ReportsLetter, neither Company Neoforma nor any of its subsidiaries is a party to or is bound by: (a) other than as disclosed in Part 3.12 of the Neoforma Disclosure Letter, any employment or consulting agreement or commitment with any employee officer or member of CompanyNeoforma's Board of Directors, that, individually or in the aggregate, is material to Company, other than those that are terminable by Company Neoforma or any of its subsidiaries on no more than thirty days notice without liability or financial obligation, except to the extent general principles of wrongful termination law may limit CompanyNeoforma's or any of its subsidiaries' ability to terminate employees at will, or any consulting agreement; (b) any agreement or plan, including any stock option plan, stock appreciation right plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (c) any material agreement of indemnification, any material guaranty or any material instrument evidencing indebtedness for borrowed money by way of direct loan, sale of debt securities, securities or purchase money obligation, conditioned sale, or otherwise; (dc) any agreement, agreement or obligation or commitment containing covenants purporting to limit or which effectively limit the CompanyNeoforma's or any of its subsidiaries' freedom to compete in any line of business or in any geographic area or which would so limit Company Neoforma or Surviving Corporation or any of its subsidiaries after the Effective Time or granting any exclusive distribution or other exclusive rights; (ed) any agreement or commitment obligation currently in force relating to the disposition or acquisition by Company Neoforma or any of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business, or pursuant to which Company Neoforma has any material ownership or participation interest in any corporation, partnership, joint venture, strategic alliance or other business enterprise other than CompanyNeoforma's subsidiaries; (e) any agreement or obligation currently in force to provide source code to any third party for any product or technology; (f) any agreement or commitment obligation with any affiliate of the Company that is material to the CompanyNeoforma; andor (g) any agreement or commitment currently in force providing for capital expenditures by Company Neoforma or its subsidiaries in excess of $250,000.001,000,000. The agreements required to be disclosed in the Company Neoforma Disclosure Letter pursuant to clauses (a) through (g) above or pursuant to Section 2.9 3.9 or that are or would be required to be filed with any Company Neoforma SEC Report ("COMPANY NEOFORMA CONTRACTS") are valid and in full force and effect, except to the extent that such invalidity would not have a Material Adverse Effect on CompanyNeoforma. Except as disclosed in the Company Disclosure Letter pursuant to clauses (a) through (g) above or pursuant to Section 2.9 and except as disclosed in any Company SEC Report, neither Company Neither Neoforma nor any of its subsidiaries, nor to CompanyNeoforma's knowledge, any other party thereto, is in breach, violation or default under, and neither Company Neoforma nor any of its subsidiaries has received written notice that it has breached, violated or defaulted, any of the terms or conditions of any Company Neoforma Contract in such a manner as would have a Material Adverse Effect on CompanyNeoforma.

Certain Agreements. Except as set forth in Part 2.14 Section 3.1 (j) of the Company Saratoga Disclosure Letter Schedule sets forth a listing of all of the following contracts and other agreements, oral or the Company SEC Reports, neither Company nor any of its subsidiaries is a party to written (which are currently in force or is bound by: (a) any employment or consulting agreement or commitment with any employee or member of Company's Board of Directors, that, individually or which may in the aggregate, is material future be operative in any respect) to Company, other than those that are terminable by Company which Saratoga or any of its subsidiaries on no more than thirty days notice without liability Subsidiaries is a party or financial obligation, except by or to the extent general principles of wrongful termination law may limit Company's which Saratoga or any of its subsidiaries' ability to terminate Subsidiaries or any of their respective assets or properties are bound or subject: (i) consulting agreements not terminable on six months or less notice involving the payment of more than $25,000 per annum, or union, guild or collective bargaining agreements covering any employees at will; in the United States, (bii) agreements with any officer or other key employee of Saratoga or any of its Subsidiaries (x) providing any term of employment or (y) the benefits of which are contingent, or the terms of which are materially altered, upon the occurrence of a transaction involving Saratoga of the nature contemplated by this Agreement, (iii) any agreement or plan, including any stock option plan, stock appreciation right plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; , (civ) any material agreement of indemnification, any material guaranty contracts and other agreements for the sale or any instrument evidencing indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditioned sale, or otherwise; lease (d) any agreement, obligation or commitment containing covenants purporting to limit or which effectively limit the Company's other than where Saratoga or any of its subsidiaries' freedom Subsidiaries is a lessor) of any assets or properties (other than in the ordinary course of business) or for the grant to compete in any line of business or in any geographic area or which would so limit Company or Surviving Corporation person (other than to Saratoga or any of its subsidiaries after the Effective Time Subsidiaries) of any preferential rights to purchase any assets or granting any exclusive distribution or properties, (v) contracts and other exclusive rights; (e) any agreement or commitment currently in force agreements relating to the disposition or acquisition by Company Saratoga or any of its subsidiaries after the date Subsidiaries of this Agreement any operating business or entity or any interest therein, (vi) contracts or other agreements under which Saratoga or any of a material amount of assets not its Subsidiaries agrees to indemnify any party, other than in the ordinary course of business, consistent with past practice, or pursuant to which Company has share a tax liability of any material ownership party, (vii) contracts and other agreements containing covenants restricting Saratoga or participation interest any of its Subsidiaries from competing in any corporationline of business or with any person in any geographical area or requiring Saratoga or any of its Subsidiaries to engage in any line of business, partnership, joint venture, strategic alliance (viii) contracts or other business enterprise agreements (other than Company's subsidiaries; contracts in the ordinary course of their banking business) relating to the borrowing of money by Saratoga or any of its Subsidiaries, or the direct or indirect guaranty by Saratoga or any of its Subsidiaries of any obligation for, or an agreement by Saratoga or any of its Subsidiaries to service, the repayment of borrowed money, or any other contingent obligations of Saratoga or any of its Subsidiaries in respect of indebtedness of any other person, and (fix) any other material contract or other agreement whether or commitment with any affiliate of the Company that is material to the Company; and (g) any agreement or commitment currently in force providing for capital expenditures by Company or its subsidiaries in excess of $250,000.00. The agreements required to be disclosed not made in the Company Disclosure Letter pursuant to clauses (a) through (g) above or pursuant to Section 2.9 or that are or would be ordinary course of business, including any contract required to be filed with by Saratoga pursuant to Item 601(b)(10) of Regulation S-K of the SEC. There have been delivered or made available to SJNB true and complete copies of all of the contracts and other agreements set forth in Section 3.1(j) of the Saratoga Disclosure Schedule and in any Company SEC Report ("COMPANY CONTRACTS"other Section of the Saratoga Disclosure Schedule. Except as set forth in Section 3.1(j) are valid of the Saratoga Disclosure Schedule, each such contract and other agreement is in full force and effecteffect and constitutes a legal, except valid and binding obligation of Saratoga or its Subsidiaries, as the case may be, and to the extent that such invalidity would not have a Material Adverse Effect on Company. Except as disclosed in the Company Disclosure Letter pursuant to clauses (a) through (g) above or pursuant to Section 2.9 and except as disclosed in any Company SEC Reportbest knowledge of Saratoga, neither Company nor any of its subsidiaries, nor to Company's knowledge, any each other party thereto, is enforceable in breachaccordance with its terms subject, violation or default underas to enforceability, to bankruptcy, insolvency, and neither Company other laws of general applicability relating to or affecting creditors' rights and to general equity principles. Neither Saratoga nor any Subsidiary of Saratoga has received any notice, whether written or oral, of termination or intention to terminate from any other party to such contract or agreement. None of Saratoga or any of its subsidiaries Subsidiaries or (to the best knowledge of Saratoga) any other party to any such contract or agreement is in violation or breach of or default under any such contract or agreement (or with or without notice or lapse of time or both, would be in violation or breach of or default under any such contract or agreement), which violation, breach or default has received written notice that it has breachedhad or would have, violated individually or defaultedin the aggregate, any of the terms or conditions of any Company Contract in such a manner as would have a Material Adverse Effect material adverse effect on CompanySaratoga.

Certain Agreements. Except as set forth in Part 2.14 (j) of the Company SJNB Disclosure Letter Schedule sets forth a listing of all of the following contracts and other agreements, oral or the Company SEC Reports, neither Company nor any of its subsidiaries is a party to written (which are currently in force or is bound by: (a) any employment or consulting agreement or commitment with any employee or member of Company's Board of Directors, that, individually or which may in the aggregate, is material future be operative in any respect) to Company, other than those that are terminable by Company which SJNB or any of its subsidiaries on no more than thirty days notice without liability Subsidiaries is a party or financial obligation, except by or to the extent general principles of wrongful termination law may limit Company's which SJNB or any of its subsidiaries' ability to terminate Subsidiaries or any of their respective assets or properties are bound or subject: (i) consulting agreements not terminable on six months or less notice involving the payment of more than $25,000 per annum, or union, guild or collective bargaining agreements covering any employees at will; in the United States, (bii) agreements with any officer or other key employee of SJNB or any of its Subsidiaries (x) providing any term of employment or (y) the benefits of which are contingent, or the terms of which are materially altered, upon the occurrence of a transaction involving SJNB of the nature contemplated by this Agreement, (iii) any agreement or plan, including any stock option plan, stock appreciation right plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; , (civ) any material agreement of indemnification, any material guaranty contracts and other agreements for the sale or any instrument evidencing indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditioned sale, or otherwise; lease (d) any agreement, obligation or commitment containing covenants purporting to limit or which effectively limit the Company's other than where SJNB or any of its subsidiaries' freedom Subsidiaries is a lessor) of any assets or properties (other than in the ordinary course of business) or for the grant to compete in any line of business or in any geographic area or which would so limit Company or Surviving Corporation person (other than to SJNB or any of its subsidiaries after the Effective Time Subsidiaries) of any preferential rights to purchase any assets or granting any exclusive distribution or properties, (v) contracts and other exclusive rights; (e) any agreement or commitment currently in force agreements relating to the disposition or acquisition by Company SJNB or any of its subsidiaries after the date Subsidiaries of this Agreement any operating business or entity or any interest therein, (vi) contracts or other agreements under which SJNB or any of a material amount of assets not its Subsidiaries agrees to indemnify any party, other than in the ordinary course of business, consistent with past practice, or pursuant to which Company has share a tax liability of any material ownership party, (vii) contracts and other agreements containing covenants restricting SJNB or participation interest any of its Subsidiaries from competing in any corporationline of business or with any person in any geographical area or requiring SJNB or any of its Subsidiaries to engage in any line of business, partnership, joint venture, strategic alliance (viii) contracts or other business enterprise agreements (other than Company's subsidiaries; contracts in the ordinary course of their banking business) relating to the borrowing of money by SJNB or any of its Subsidiaries, or the direct or indirect guaranty by SJNB or any of its Subsidiaries of any obligation for, or an agreement by SJNB or any of its Subsidiaries to service, the repayment of borrowed money, or any other contingent obligations of SJNB or any of its Subsidiaries in respect of indebtedness of any other person, and (fix) any other material contract or other agreement whether or commitment with any affiliate of the Company that is material to the Company; and (g) any agreement or commitment currently in force providing for capital expenditures by Company or its subsidiaries in excess of $250,000.00. The agreements required to be disclosed not made in the Company Disclosure Letter pursuant to clauses (a) through (g) above or pursuant to Section 2.9 or that are or would be ordinary course of business, including any contract required to be filed with by SJNB pursuant to Item 601(b)(10) of Regulation S-K of the SEC. There have been delivered or made available to Saratoga true and complete copies of all of the contracts and other agreements set forth in Section 3.2(j) of the SJNB Disclosure Schedule and in any Company SEC Report ("COMPANY CONTRACTS"other Section of the SJNB Disclosure Schedule. Except as set forth in Section 3.2(j) are valid of the SJNB Disclosure Schedule, each such contract and other agreement is in full force and effecteffect and constitutes a legal, except valid and binding obligation of SJNB or its Subsidiaries, as the case may be, and to the extent that such invalidity would not have a Material Adverse Effect on Company. Except as disclosed in the Company Disclosure Letter pursuant to clauses (a) through (g) above or pursuant to Section 2.9 and except as disclosed in any Company SEC Reportbest knowledge of SJNB, neither Company nor any of its subsidiaries, nor to Company's knowledge, any each other party thereto, is enforceable in breachaccordance with its terms subject, violation as to enforceability, to bankruptcy, insolvency and other laws of general applicability relating to or default underaffecting creditors' rights and to general equity principles. Neither SJNB nor any Subsidiary of SJNB has received any notice, and neither Company nor whether written or oral, of termination or intention to terminate from any other party to such contract or agreement. None of SJNB or any of its subsidiaries Subsidiaries or (to the best knowledge of SJNB) any other party to any such contract or agreement is in violation or breach of or default under any such contract or agreement (or with or without notice or lapse of time or both, would be in violation or breach of or default under any such contract or agreement), which violation, breach or default has received written notice that it has breachedhad or would have, violated individually or defaultedin the aggregate, any of the terms or conditions of any Company Contract in such a manner as would have a Material Adverse Effect material adverse effect on CompanySJNB.

Certain Agreements. Except as set forth (a) From the date hereof until the Closing or the earlier termination of this Agreement in Part 2.14 accordance with its terms, without the prior written consent of the Company Disclosure Letter (such consent not to be unreasonably withheld, conditioned or the Company SEC Reportsdelayed), neither Company nor any none of its subsidiaries is a party to or is bound by: (a) any employment or consulting agreement or commitment with any employee or member of Company's Board of DirectorsParent, thatNew Charter, individually or in the aggregateMerger Subsidiary One, is material to CompanyMerger Subsidiary Two, other than those that are terminable by Company Merger Subsidiary Three or any of its subsidiaries on no more than thirty days notice without liability their respective Subsidiaries shall enter into, amend, modify or financial obligationterminate any agreements, except to the extent general principles of wrongful termination law may limit Company's arrangements or understandings with Liberty Broadband Corporation, Liberty Interactive Corporation, Xxxx Xxxxxx or any of its subsidiaries' ability their respective Affiliates, in each case, if such amendment, modification or termination would reasonably be expected to terminate employees at will;(i) have the effect of materially delaying, impairing or impeding the receipt of any regulatory approvals required in connection with the transactions contemplated hereby or the Closing or (ii) have a disproportionately adverse impact on the stockholders of the Company relative to the stockholders of Parent. (b) From the date hereof until the Closing or the earlier termination of this Agreement in accordance with its terms, without the prior written consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed), none of Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two, Merger Subsidiary Three or any agreement of their respective Subsidiaries shall enter into, amend, modify or plan, including any stock option plan, stock appreciation right plan or stock purchase plan, terminate any of the benefits of which will be increasedmaterial agreements relating to the Bright House Transactions, including the Bright House Contribution Agreement or the vesting Amended Contribution Agreement, in each case, if such amendment, modification or termination would reasonably be expected to have the effect of benefits of which will be acceleratedmaterially delaying, by impairing or impeding the occurrence receipt of any of regulatory approvals required in connection with the transactions contemplated by this Agreement hereby or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (c) any material agreement of indemnification, any material guaranty or any instrument evidencing indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditioned sale, or otherwise; (d) any agreement, obligation or commitment containing covenants purporting to limit or which effectively limit the Company's or any of its subsidiaries' freedom to compete in any line of business or in any geographic area or which would so limit Company or Surviving Corporation or any of its subsidiaries after the Effective Time or granting any exclusive distribution or other exclusive rights; (e) any agreement or commitment currently in force relating to the disposition or acquisition by Company or any of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business, or pursuant to which Company has any material ownership or participation interest in any corporation, partnership, joint venture, strategic alliance or other business enterprise other than Company's subsidiaries; (f) any agreement or commitment with any affiliate of the Company that is material to the Company; and (g) any agreement or commitment currently in force providing for capital expenditures by Company or its subsidiaries in excess of $250,000.00. The agreements required to be disclosed in the Company Disclosure Letter pursuant to clauses (a) through (g) above or pursuant to Section 2.9 or that are or would be required to be filed with any Company SEC Report ("COMPANY CONTRACTS") are valid and in full force and effect, except to the extent that such invalidity would not have a Material Adverse Effect on Company. Except as disclosed in the Company Disclosure Letter pursuant to clauses (a) through (g) above or pursuant to Section 2.9 and except as disclosed in any Company SEC Report, neither Company nor any of its subsidiaries, nor to Company's knowledge, any other party thereto, is in breach, violation or default under, and neither Company nor any of its subsidiaries has received written notice that it has breached, violated or defaulted, any of the terms or conditions of any Company Contract in such a manner as would have a Material Adverse Effect on CompanyClosing.

Certain Agreements. Except as set forth in Part 2.14 Section 4.1(s) of the Company Viasoft Disclosure Letter Letter, Viasoft and its subsidiaries are not parties to or subject to any agreement which falls within any of the Company SEC Reportsfollowing classifications: (i) any employment, neither Company nor deferred compensation, bonus or contract of a similar nature requiring payments in excess of $100,000 per year by Viasoft or any subsidiary; (ii) any contract or agreement that materially restricts or materially impairs Viasoft or any of its subsidiaries is or employees from carrying on such person's business as now conducted or any part thereof or from competing in any line of business with any person, corporation or other entity or that grants any exclusive license or distribution rights; (iii) any collective bargaining agreement or other such contract or agreement with any labor organization; (iv) any lease of personal property requiring rental payments of $250,000 or more throughout its term and having a term of one year or more, whether as lessor or lessee; (v) any mortgage, pledge, conditional sales contract, security agreement, option, or any other similar agreement with respect to any interest of Viasoft or any subsidiary in personal property; (vi) any stock purchase, stock option, stock bonus, stock ownership, profit sharing, group insurance, bonus, deferred compensation, severance pay, pension, retirement, savings or other incentive, change in control, welfare or employee plan or material agreement providing benefits to any present or former employees, officers or directors of Viasoft or any of its subsidiaries; (vii) any agreement to acquire equipment or commitment to make capital expenditures by Viasoft or any subsidiary of $50,000 or more; (viii) any agreement for the sale of any material properties or assets or for the grant of any preferential right to purchase any such material properties or assets or which requires the consent of any third party to the transfer and assignment of any such material properties or is bound by:assets, other than in the ordinary course of business in connection with Viasoft's sale of properties or assets; (aix) any employment agreement requiring Viasoft to indemnify any current or consulting agreement or commitment with any former officer, director, employee or member agent; (x) any agreement of Companyany kind, including any distributorship, sales, marketing or representative agreement, which involves future payments or performance of services or delivery of items, requiring payments of $350,000 or more by Viasoft or any subsidiary; or (xi) any agreement with a customer of Viasoft providing for services to be performed for such customer for a fixed or capped fee or payment structure. Neither Viasoft nor any subsidiary is in default under any contract or agreement, nor, to the knowledge of Viasoft, are any other parties to such agreements in default, and to Viasoft's Board knowledge, no act or omission has occurred which, with notice or lapse of Directorstime or both, thatwould constitute a default under any term or provision of any contract or agreement, except for such defaults which, individually or in the aggregate, is material to Company, other than those that are terminable by Company or any of its subsidiaries on no more than thirty days notice without liability or financial obligation, except to the extent general principles of wrongful termination law may limit Company's or any of its subsidiaries' ability to terminate employees at will; (b) any agreement or plan, including any stock option plan, stock appreciation right plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (c) any material agreement of indemnification, any material guaranty or any instrument evidencing indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditioned sale, or otherwise; (d) any agreement, obligation or commitment containing covenants purporting to limit or which effectively limit the Company's or any of its subsidiaries' freedom to compete in any line of business or in any geographic area or which would so limit Company or Surviving Corporation or any of its subsidiaries after the Effective Time or granting any exclusive distribution or other exclusive rights; (e) any agreement or commitment currently in force relating to the disposition or acquisition by Company or any of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business, or pursuant to which Company has any material ownership or participation interest in any corporation, partnership, joint venture, strategic alliance or other business enterprise other than Company's subsidiaries; (f) any agreement or commitment with any affiliate of the Company that is material to the Company; and (g) any agreement or commitment currently in force providing for capital expenditures by Company or its subsidiaries in excess of $250,000.00. The agreements required to be disclosed in the Company Disclosure Letter pursuant to clauses (a) through (g) above or pursuant to Section 2.9 or that are or would be required to be filed with any Company SEC Report ("COMPANY CONTRACTS") are valid and in full force and effect, except to the extent that such invalidity would not have a Material Adverse Effect on CompanyViasoft. Except as Each agreement disclosed in the Company Disclosure Letter pursuant to clauses items (ai) through (gxii) above or pursuant to of this Section 2.9 and except as disclosed in any Company SEC Report, neither Company nor any of its subsidiaries, nor to Company's knowledge, any other party thereto, is in breach, violation full force and effect and true and complete copies of all such agreements have been provided to Compuware or default under, and neither Company nor any of its subsidiaries has received written notice that it has breached, violated or defaulted, any of the terms or conditions of any Company Contract in such a manner as would have a Material Adverse Effect on Companyrepresentatives.

Certain Agreements. Except as set forth in Part 2.14 Section 3.15 of the Company Disclosure Letter Schedule or in the Company SEC ReportsFilings filed prior to the date of this Agreement or as provided for in this Agreement, neither the Company nor any of its subsidiaries Subsidiaries is a party to any oral or is bound by: written (ai) any employment union or consulting collective bargaining agreement, (ii) agreement or commitment with any executive officer or other key employee or member of Company's Board of Directors, that, individually or in the aggregate, is material to Company, other than those that are terminable by Company or any of its subsidiaries on no more than thirty days notice without liability Subsidiaries the benefits of which are contingent or financial obligationvest, except to or the extent general principles terms of wrongful termination law may limit Company's which are materially altered, upon the occurrence of a transaction involving the Company or any of its subsidiaries' ability Subsidiaries of the nature contemplated by this Agreement, (iii) agreement with respect to terminate employees at will; any executive officer or other key employee of the Company or any of its Subsidiaries providing any term of employment or compensation guarantee, (biv) any agreement or plan, including any stock option planoption, stock appreciation right plan right, restricted stock or stock purchase plan, any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement 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; , (cv) any material agreement of indemnification, any material guaranty that would restrict the Company’s or any instrument evidencing of its Subsidiaries’ ability to compete in any business in any location, (vi) agreement concerning a partnership or joint venture, (vii) loan agreement, promissory note, security agreement, deed of trust and other agreement relating to indebtedness for borrowed money by way or deferred purchase price of direct loan, sale of debt securities, purchase money obligation, conditioned sale, or otherwise; property (d) any agreement, obligation or commitment containing covenants purporting to limit or which effectively limit the Company's or any of its subsidiaries' freedom to compete in any line of business or in any geographic area or which would so limit Company or Surviving Corporation or any of its subsidiaries after the Effective Time or granting any exclusive distribution or other exclusive rights; (e) any agreement or commitment currently in force relating to the disposition or acquisition by Company or any of its subsidiaries after the date of this Agreement of a material amount of assets not than trade payables arising in the ordinary course of business), (viii) agreement relating to business acquisitions or pursuant to which Company has dispositions not yet consummated, including any material ownership separate Tax or participation interest in any corporationindemnification agreements, partnership, joint venture, strategic alliance or and (ix) other business enterprise other than Company's subsidiaries; (f) any agreement or commitment with any affiliate of the Company that is material to the Company; and (g) any agreement or commitment currently in force providing for capital expenditures by Company or its subsidiaries in excess of $250,000.00. The agreements required to be disclosed in the Company Disclosure Letter pursuant to clauses (a) through (g) above or pursuant to Section 2.9 or that are or would be required to be filed with any as an exhibit to an Annual Report on Form 10-K of the Company SEC Report if the Company were to file such a report on the date of this Agreement ("COMPANY CONTRACTS") are assuming for this purpose that the fiscal year covered thereby ended on the date of this Agreement). Each such agreement to which the Company or a Subsidiary is a party is a valid and binding agreement of the Company or one of its Subsidiaries, as the case may be, and is in full force and effect, except to and none of the extent that such invalidity would not have a Material Adverse Effect on Company. Except as disclosed in the Company Disclosure Letter pursuant to clauses (a) through (g) above or pursuant to Section 2.9 and except as disclosed in any Company SEC Report, neither Company nor any of its subsidiariesSubsidiaries or, nor to the knowledge of the Company's knowledge, any other party thereto, thereto is in breachdefault or breach in any material respect under the terms thereof, violation or default underand, and neither Company nor any of its subsidiaries has received written notice that it has breached, violated or defaulted, any to the knowledge of the terms Company, no event or conditions circumstance has occurred that, with notice or lapse of time or both, would constitute any Company Contract in such a manner as would have a Material Adverse Effect on Companyevent of default thereunder.

Certain Agreements. Except Other than the Related Agreements, and except as otherwise set forth in Part 2.14 of the Company Healthvision Disclosure Letter or the Company SEC ReportsLetter, neither Company Healthvision nor any of its subsidiaries is a party to or is bound by: (a) other than as disclosed in Part 2.12 of the Healthvision Disclosure Letter, any employment or consulting agreement or commitment with any employee officer or member of CompanyHealthvision's Board of Directors, that, individually or in the aggregate, is material to Company, other than those that are terminable by Company Healthvision or any of its subsidiaries on no more than thirty days notice without liability or financial obligation, except to the extent general principles of wrongful termination law may limit CompanyHealthvision's or any of its subsidiaries' ability to terminate employees at will, or any consulting agreement; (b) any agreement or plan, including any stock option plan, stock appreciation right plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (c) any material agreement of indemnification, any material guaranty or any material instrument evidencing indebtedness for borrowed money by way of direct loan, sale of debt securities, securities or purchase money obligation, conditioned sale, or otherwise; (dc) any agreement, agreement or obligation or commitment containing covenants purporting to limit or which effectively limit the CompanyHealthvision's or any of its subsidiaries' or any of their respective employee's freedom to compete in any line of business or in any geographic area or which would so limit Company Healthvision or Surviving Corporation or any such employee or any of its subsidiaries after the Effective Time or granting any exclusive distribution or other exclusive rights; (ed) any agreement or commitment obligation currently in force relating to the disposition or acquisition by Company Healthvision or any of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business, or pursuant to which Company Healthvision has any material ownership or participation interest in any corporation, partnership, joint venture, strategic alliance or other business enterprise other than CompanyHealthvision's subsidiaries; (e) any agreement or obligation currently in force to provide source code to any third party for any product or technology; (f) any agreement or commitment obligation with any affiliate of the Company that is material to the CompanyHealthvision; andor (g) any agreement or commitment obligation currently in force providing for annual capital expenditures by Company Healthvision or its subsidiaries in excess of $250,000.00500,000. The agreements required to be disclosed in the Company Healthvision Disclosure Letter pursuant to clauses (a) through (g) above or pursuant to Section 2.9 or that are or would be required to be filed with any Company SEC Report (collectively "COMPANY HEALTHVISION CONTRACTS") are valid and in full force and effect, except to the extent that such invalidity would not have a Material Adverse Effect on CompanyHealthvision. Except as disclosed in the Company Disclosure Letter pursuant to clauses (a) through (g) above or pursuant to Section 2.9 and except as disclosed in any Company SEC Report, neither Company Neither Healthvision nor any of its subsidiaries, nor to CompanyHealthvision's knowledge, any other party thereto, is in breach, violation or default under, and neither Company Healthvision nor any of its subsidiaries has received written notice or is aware that it has breached, violated or defaulted, any of the terms or conditions of any Company Healthvision Contract in such a manner as would have a Material Adverse Effect on CompanyHealthvision.

Certain Agreements. Except as set forth in Part 2.14 3.14 of the Company Parent Disclosure Letter or in the Company Parent SEC Reports, neither Company Parent nor any of its subsidiaries is a party to or is bound by: (a) any employment or consulting agreement or commitment with any employee of the HostPro Business or member of CompanyParent's Board of Directors, that, individually or in the aggregate, is material to Companythe HostPro Business, other than those that are terminable by Company 58 Parent or any of its subsidiaries on no more than thirty days notice without liability or financial obligation, except to the extent general principles of wrongful termination law may limit CompanyParent's or any of its subsidiaries' ability to terminate employees at will; (b) any agreement or plan, including any stock option plan, stock appreciation right plan or stock purchase plan, for employees of the HostPro Business, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (c) any material agreement of indemnificationindemnification for any employees of the HostPro Business, any material guaranty or any instrument evidencing indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditioned sale, or otherwiseotherwise that is material to the HostPro Business; (d) any agreement, obligation or commitment containing covenants purporting to limit or which effectively limit the CompanyParent's or any of its subsidiaries' freedom to compete in any line of business the HostPro Business or in any geographic area or which would so limit Company or Surviving Corporation or any of its subsidiaries after the Effective Time or granting any exclusive distribution or other exclusive rights;rights with respect thereto; or (e) any agreement or commitment currently in force relating to the disposition or acquisition by Company Parent or any of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of businessbusiness (other than in connection with the Contemplated Parent Changes (and in that connection, a copy of the MTI Sales Agreement has been provided to Company), or pursuant to which Company Parent has any material ownership or participation interest in any corporation, partnership, joint venture, strategic alliance or other business enterprise other than CompanyParent's subsidiaries;; or (f) any agreement or commitment with any affiliate of the Company Parent that is material to the CompanyHostPro Business; andor (g) any agreement or commitment related to the HostPro Business currently in force providing for capital expenditures by Company Parent or its subsidiaries in excess of $250,000.00. The agreements required to be disclosed in the Company Parent Disclosure Letter pursuant to clauses (a) through (g) above or pursuant to Section 2.9 3.9 or that are or would be required to be filed with any Company Parent SEC Report ("COMPANY PARENT CONTRACTS") are valid and in full force and effect, except to the extent that such invalidity would not have a Material Adverse Effect on CompanyParent. Except as disclosed in the Company Disclosure Letter pursuant to clauses (a) through (g) above or pursuant to Section 2.9 and except or as disclosed in any Company the Parent SEC ReportReports, neither Company Parent nor any of its subsidiaries, nor to CompanyParent's knowledge, any other party thereto, is in breach, violation or default under, and neither Company Parent nor any of its subsidiaries has received written notice that it has breached, violated or defaulted, any of the terms or conditions of any Company Parent Contract in such a manner as would have a Material Adverse Effect on CompanyParent.

Certain Agreements. Except as otherwise set forth in the applicable lettered subsection of Part 2.14 2.16 of the Company Disclosure Letter or the Company SEC ReportsSchedule, neither the Company nor any of its subsidiaries is a party to or is bound by: (a) any employment or consulting agreement or commitment with any employee Employee or member of the Company's ’s Board of Directors, that, individually providing any term of employment or in the aggregate, is material to Company, other than those that are terminable by Company compensation guarantee or any consulting agreement or any employment agreement that provides severance benefits or other benefits after the termination of its subsidiaries on no more than thirty days notice without liability employment or financial obligationservices of such person regardless of the reason for such termination, except to the extent general principles of wrongful termination law may limit Company's or any of its subsidiaries' ability to terminate employees at willas required by applicable law; (b) any agreement or plan, including any stock option plan, stock appreciation right plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (c) any material agreement of indemnification, indemnification by the Company or any of its subsidiaries or any material guaranty by the Company or any of its subsidiaries, but excluding any agreement of indemnification and any guaranty entered into in connection with the distribution, sale or license of the Company’s or its subsidiaries’ products or services or the procurement of any third-party products or services, in each case in the ordinary course of business; (d) any loan agreement, promissory note or other instrument evidencing indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditioned conditional sale, or otherwiseotherwise in excess of $50,000; (de) any agreement, obligation or commitment containing covenants purporting to limit or which effectively that limit the Company's ’s or any of its subsidiaries' ’ freedom to compete in any line of business or in any geographic area (but excluding field of use, territorial and like limitations with respect to Intellectual Property licensed to the Company or any of its subsidiaries) or which would so limit Parent, the Company or the Surviving Corporation or any of its subsidiaries after the Effective Time or granting any exclusive distribution or other exclusive rights; (ef) any agreement or commitment currently in force relating to the disposition or acquisition by the Company or any of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of businessbusiness and consistent with past practice, or pursuant to which the Company has any material ownership or participation interest in any corporation, partnership, joint venture, strategic alliance or other business enterprise other than the Company's ’s subsidiaries; (fg) any licensing, distribution, resale or other agreement, contract or commitment with regard to the distribution, sale or licensing of any Company products under which the Company received in excess of $500,000 during the fiscal year ended September 30, 2006; (h) any agreement to forgive any indebtedness of any person to the Company or any of its subsidiaries in excess of $50,000; (i) any Real Estate Agreements; (j) any agreement pursuant to which the Company or any of its subsidiaries (A) has been granted license rights under any intellectual property rights of any third party that are material to the operation of its business (other than (i) licenses of off-the-shelf commercial software programs and (ii) non-disclosure agreements and other agreements entered into between the Company and its subsidiaries in the ordinary course of business); (B) incorporates any third-party intellectual property in any of its products; or (C) has granted to any third party a license of any Company Intellectual Property Rights owned by the Company or any of its subsidiaries or any license of source code (excluding customary source code escrow arrangements entered into in the ordinary course of business); (k) any agreement obligating the Company or any of its subsidiaries to make aggregate payments in excess of $250,000 to any third party during the twelve-month period ending August 31, 2008 which is not terminable by the Company or any of its subsidiaries without penalty or further liability exceeding $50,000 upon 30 days’ notice or less (excluding Real Estate Agreements); (l) other than such agreements addressed by Section 2.16(g), any agreement pursuant to which the Company or any of its subsidiaries (A) reasonably expects to receive aggregate payments in excess of $250,000 during the twelve-month period ending August 31, 2008 or (B) reasonably expects to recognize revenue in such aggregate amount during such period; (m) any agreement or commitment with any affiliate of the Company that is material to the Company; and; (gn) any agreement or commitment currently in force providing for capital expenditures by the Company or any of its subsidiaries in excess of $250,000.00250,000; or (o) any other agreement or commitment that is material to the business of the Company and its subsidiaries, taken as a whole, as presently conducted. The agreements Each agreement, contract, obligation, plan or commitment that is required to be disclosed in the Company Disclosure Letter Schedule pursuant to clauses (a) through (go) above or pursuant to Section 2.9 and each agreement, contract, obligation, plan or commitment that are is or would be is required to be filed with any Company SEC Report shall be referred to herein as a “Company Contract.” Each Company Contract is enforceable against the Company ("COMPANY CONTRACTS"except as such enforceability may be subject to laws of general application relating to bankruptcy, insolvency, and the relief of debtors and rules of law governing specific performance, injunctive relief, or other equitable remedies) are valid and in full force and effectand, except to the extent that Company’s knowledge, is enforceable against the other party or parties thereto (except as such invalidity enforceability may be subject to laws of general application relating to bankruptcy, insolvency, and the relief of debtors and rules of law governing specific performance, injunctive relief, or other equitable remedies). Except as would not reasonably be expected to have a Material Adverse Effect on the Company. Except as disclosed in the Company Disclosure Letter pursuant to clauses (a) through (g) above or pursuant to Section 2.9 and except as disclosed in any Company SEC Report, neither the Company nor any of its subsidiaries, nor to the Company's ’s knowledge, any other party thereto, is in breach, violation or default under, and neither the Company nor any of its subsidiaries has received written notice alleging that it has breached, violated or defaulteddefaulted under, any of the terms or conditions of any Company Contract in such a manner as would have a Material Adverse Effect on Companypermit any other party thereto to cancel or terminate any such Company Contract, or would permit any other party to seek damages or other remedies for any or all such alleged breaches, violations or defaults.

Certain Agreements. Except as set forth filed by Vsource with the SEC prior to the date hereof, or listed in Part 2.14 of the Company Vsource Disclosure Letter or the Company SEC ReportsLetter, neither Company Vsource nor any of its subsidiaries is a party to or is bound by: (a) any employment or consulting agreement or commitment Contract with any employee or member of Company's Vsource’s Board of Directors, that, individually or in the aggregate, is material to Company, other than those that are terminable by Company Vsource or any of its subsidiaries on no more than thirty days days’ notice without liability or financial obligation, except to the extent general principles of wrongful termination law or good faith and fair dealing may limit Company's Vsource’s or any of its subsidiaries' ’ ability to terminate employees at will, or any consulting Contract; (b) any agreement or planContract, including any stock option plan, stock appreciation right plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (c) any material agreement Contract of indemnification, any material guaranty or any instrument evidencing indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditioned conditional sale, or otherwise; (d) any agreement, obligation or commitment Contract containing covenants purporting to limit or which that effectively limit the Company's Vsource’s or any of its subsidiaries' ’ freedom to compete in any line of business or in any geographic area or which that would so limit Company Vsource or Surviving Corporation or any of its subsidiaries after the Effective Time or granting any exclusive distribution or other exclusive rights; (e) any agreement or commitment Contract currently in force relating to the disposition or acquisition by Company Vsource or any of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business, or pursuant to which Company Vsource has any material ownership or participation interest in any corporation, partnership, joint venture, strategic alliance or other business enterprise other than Company's Vsource’s subsidiaries; (f) any agreement or commitment Contract with any affiliate of the Company that is material regard to the Company; andacquisition or licensing of any material Intellectual Property other than licenses, assignments, or other similar Contracts entered into the ordinary course of business consistent with past practice; (g) any agreement Contract with any (i) officer, (ii) director, (iii) holder of 5 percent or commitment currently more of the Vsource Capital Stock, or (iv) subsidiary, in force any case of (i), (ii) and (iv), of Vsource or any subsidiary of Vsource; (h) any executed but not fully-performed Contract providing for capital expenditures by Company Vsource or its subsidiaries in excess of $250,000.00. 50,000; (i) any Contract pursuant to which the execution of this Agreement and the consummation of the transactions contemplated hereby (either alone or upon the occurrence of any additional or subsequent events) will constitute an event that will or may result in any material payment, acceleration, forgiveness of indebtedness, extension of the exercise period, posting, distribution, increase in benefits or obligation to fund benefits; or (j) any other Contract currently in effect, the cancellation of which would have a Material Adverse Effect on Vsource. (k) The agreements Contracts required to be disclosed in the Company Vsource Disclosure Letter pursuant to clauses (a) through (gj) above or pursuant to Section 2.9 and any other “material contract” (as such term is defined in Item 601(b)(10) of regulation S-K of the SEC) of Vsource or that are or would be required to be filed with any Company SEC Report of its subsidiaries ("COMPANY CONTRACTS"collectively, the “Vsource Contracts”) are valid and in full force and effect, except to the extent that such invalidity would not be reasonably likely to have a Material Adverse Effect on CompanyVsource. Except as disclosed in Part 2.14 of the Company Vsource Disclosure Letter pursuant to clauses (a) through (g) above or pursuant to Section 2.9 and except as disclosed in any Company SEC ReportLetter, neither Company Vsource nor any of its subsidiaries, nor to Company's Vsource’s knowledge, any other party thereto, is in material breach, violation or default underthereunder, and neither Company Vsource nor any of its subsidiaries has received written notice that it has materially breached, violated or defaulted, defaulted any of the terms or conditions of any Company Vsource Contract in except for such a manner as breaches that would not be reasonably likely to have a Material Adverse Effect on CompanyVsource.

Certain Agreements. (a) Except as set forth in Part 2.14 Section 3.10(a) of the Company Disclosure Letter or the Company SEC ReportsSchedule, neither the Company nor any of its subsidiaries Subsidiaries is a party to, bound by or subject to any Contract (whether written or oral) (i) that is bound by: a “material contract” (awithin the meaning of Item 601(b)(10) any employment of the SEC’s Regulation S-K) to be performed after the date of this Agreement that has not been filed or consulting agreement or commitment with any employee or member of Company's Board of Directors, that, individually or incorporated by reference in the aggregateCompany SEC Reports filed after January 1, is 2010 and prior to the date hereof, (ii) that contains a non-compete or client or customer non-solicit requirement or other provision that restricts in any material to Companyrespect the conduct of, other than those that are terminable or the manner of conducting, any line of business by the Company or any of its subsidiaries on no more than thirty days notice without liability Subsidiaries, or financial obligation, except to the extent general principles of wrongful termination law may limit Company's or any of its subsidiaries' ability to terminate employees at will; (b) any agreement or plan, including any stock option plan, stock appreciation right plan or stock purchase plan, any upon consummation of the benefits of which will be increased, or Arrangement and the vesting of benefits of which will be accelerated, by the occurrence of any of the other transactions contemplated by this Agreement could restrict in any material respect the ability of Acquiror, the Company or the value of any of their respective Subsidiaries to engage in any line of business, (iii) that obligates the benefits Company or any of its Subsidiaries to conduct business on an exclusive or preferential basis with any Third Party or containing “most favored nation” rights or upon consummation of the Arrangement and the other transactions contemplated by this Agreement will obligate Acquiror, the Company or any of their respective Subsidiaries to conduct business with any Third Party on an exclusive or preferential basis or pursuant to “most favored nation” rights, (iv) with or to a labor union or guild (including any collective bargaining agreement), (v) that creates a partnership, joint venture, strategic alliance or similar arrangement with respect to any material business of the Company, (vi) that is an indenture, credit agreement, loan agreement, security agreement, guarantee, note, mortgage or other Contract providing for or guaranteeing indebtedness in excess of U.S.$200,000, (vii) that, individually or together with related Contracts, provides for the acquisition, disposition, license, use, distribution or outsourcing, after the date of this Agreement, of assets, services, rights or properties with a value or requiring annual fees in excess of U.S.$200,000, (viii) that involves aggregate payments by or to the Company or any of its Subsidiaries in excess of U.S.$200,000 in any twelve month period or more than U.S.$200,000 through the remaining term of the Contract, except for any Contract that may be cancelled without penalty by the Company or any of its Subsidiaries upon notice of 60 days or less, (ix) that includes an indemnification obligation of the Company or any of its Subsidiaries with a maximum potential liability in excess of U.S.$200,000, (x) concerning Intellectual Property (other than generally commercially available, non-custom, off-the-shelf software licenses having a retail acquisition price of less than U.S.$200,000), (xi) which will be calculated on would prevent, delay or impede the basis consummation, or otherwise reduce in any material respect the contemplated benefits, of any of the transactions contemplated by this Agreement;, including any poison pill or shareholder rights plan, (xii) with respect to the service of any directors, officers, employees, or independent contractors or consultants that are natural persons, involving the payment of U.S.$200,000 or more in any 12 month period, (xiii) with respect to the service of any directors, officers, employees, or independent contractors or consultants that are natural persons, involving any retention, severance or change of control payment, (xiv) constituting Derivative Agreements, (xv) constituting oil and gas operating agreements, (xvi) constituting gas purchase agreements, (xvii) constituting gas balancing agreements; oil, gas, and condensate purchase and sale agreements; joint venture agreements; exploration agreements; farmout agreements; farmin agreements; dry hole agreements; bottom hole agreements; acreage contribution agreements; area of mutual interest agreements; saltwater disposal agreements; servicing contracts; production purchase, gathering and processing agreements; third party contractor or supplier agreements; marketing agreements; seismic licenses and agreements; non-competition agreements and other contracts principally related to real property or oil and gas interests, (xviii) that contains a change of control provision which would be triggered by the Arrangement, or (xix) the loss of which would reasonably be expected to have a Company Material Adverse Effect. Each Contract of the type described in this Section 3.10(a) is referred to herein as a “Material Contract.” True and complete copies of all Material Contracts are listed as exhibits to the Company’s Annual Report on Form 10-K for the period ended December 31, 2009 filed and any subsequent Quarterly Report on Form 10-Q or Current Report on Form 8-K filed with the SEC or have been provided to Acquiror by the Company prior to the date hereof. (ci) any material agreement of indemnification, any material guaranty or any instrument evidencing indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditioned sale, or otherwise; (d) any agreement, obligation or commitment containing covenants purporting to limit or which effectively limit Each Material Contract is valid and binding on the Company's or any of its subsidiaries' freedom to compete in any line of business or in any geographic area or which would so limit Company or Surviving Corporation or any of its subsidiaries after the Effective Time or granting any exclusive distribution or other exclusive rights; (e) any agreement or commitment currently in force relating to the disposition or acquisition by Company or any of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business, or pursuant to which Company has any material ownership or participation interest in any corporation, partnership, joint venture, strategic alliance or other business enterprise other than Company's subsidiaries; (f) any agreement or commitment with any affiliate of the Company that Subsidiaries, as applicable, enforceable against it in accordance with its terms and is material to the Company; and (g) any agreement or commitment currently in force providing for capital expenditures by Company or its subsidiaries in excess of $250,000.00. The agreements required to be disclosed in the Company Disclosure Letter pursuant to clauses (a) through (g) above or pursuant to Section 2.9 or that are or would be required to be filed with any Company SEC Report ("COMPANY CONTRACTS") are valid and in full force and effect, except (ii) the Company or any of the Company Subsidiaries, as applicable, and, to the extent Knowledge of the Company, each other party thereto has duly performed all obligations required to be performed by it under each Material Contract, and (iii) no event or condition exists that such invalidity would not have constitutes or, after notice or lapse of time or both, will constitute, a Material Adverse Effect breach, violation or default on Company. Except as disclosed in the part of the Company Disclosure Letter pursuant to clauses (a) through (g) above or pursuant to Section 2.9 and except as disclosed in any Company SEC Report, neither Company nor any of its subsidiariesthe Company Subsidiaries or, nor to the Knowledge of the Company's knowledge, any other party thereto, is under any such Material Contract, except to the extent the failure of such representation in breachclause (i), violation (ii) or default under(iii) above, and neither individually or in the aggregate, would not reasonably be expected to have a Company nor Material Adverse Effect. There are no disputes pending or to the Knowledge of the Company, threatened with respect to any Material Contract. (c) Except as set forth on Section 3.10(c) of its subsidiaries has received written notice that it has breachedthe Company Disclosure Schedule, violated there are no on-going renegotiations of, or defaultedattempts to renegotiate, any amounts paid or payable to the Company under any of the terms Material Contracts and no party has made written demand for such renegotiations. Except as set forth on Schedule 3.8(c), there are no commissions due (or conditions to become due) to any broker or other party as a result of the purchase or sale of Hydrocarbons under any of the Material Contracts. Except as set forth on Section 3.10(c) of the Company Disclosure Schedule, the Company has not, with respect to the Material Contracts: (i) become overproduced as to any Oil and Gas Interest so as to have a balancing obligation relative thereto, nor has it otherwise received any quantity of natural gas or liquids, condensate or crude oil to be paid for thereafter other than in the normal cycle of billing; or (ii) received prepayments, advance payments or loans which will require the performance of services or provision of natural gas or liquids, condensate or crude oil under such Material Contracts on or after the Closing Date without being currently paid therefor other than in the normal cycle of billing. Except as set forth on Section 3.10(c) of the Company Disclosure Schedule, the Company is not obligated, by virtue of prepayment arrangement, make up right under production sales contract containing a “take or pay” or similar provision, gas balancing agreement, production payment or any other arrangement to deliver Hydrocarbons, or proceeds from the sale thereof, attributable to the Mineral Leases at some future time without then or thereafter receiving the full contract price therefor. Except as set forth on Section 3.10(c) of the Company Disclosure Schedule or in any Material Contract, there is no call upon, option to purchase or similar right to obtain Hydrocarbons from the Mineral Leases in favor of any Company Contract Person other than pursuant to renewal rights or automatic renewal provisions contained in such a manner as would have a Material Adverse Effect on Companyexisting contracts for the sale of Hydrocarbons.

Certain Agreements. Except as set forth in Part 2.14 Section 3.1(i) of the Company Disclosure Letter Schedule sets forth a listing of all of the following material contracts and other agreements, oral or the Company SEC Reports, neither Company nor any of its subsidiaries is a party to written (which are currently in force or is bound by: (a) any employment or consulting agreement or commitment with any employee or member of Company's Board of Directors, that, individually or which may in the aggregate, is material future be operative in any respect) to Company, other than those that are terminable by which Company or any of its subsidiaries on no more than thirty days notice without liability Subsidiaries is a party or financial obligation, except by or to the extent general principles of wrongful termination law may limit Company's which Company or any of its subsidiaries' ability to terminate Subsidiaries or any of their respective assets or properties are bound or subject: (i) consulting agreements not terminable on six months or less notice involving the payment of more than $50,000 per annum, or union, guild or collective bargaining agreements covering any employees at will; in the United States, (bii) agreements with any officer or other key employee of Company or any of its Subsidiaries (x) providing any term of employment or (y) the benefits of which are contingent, or the terms of which are materially altered, upon the occurrence of a transaction involving Company of the nature contemplated by this Agreement, (iii) any agreement or plan, including any stock option plan, stock appreciation right plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; , (civ) any material agreement of indemnification, any material guaranty contracts and other agreements for the sale or any instrument evidencing indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditioned sale, or otherwise; lease (d) any agreement, obligation or commitment containing covenants purporting to limit or which effectively limit the Company's other than where Company or any of its subsidiaries' freedom Subsidiaries is a lessor) of any assets or properties in excess of $50,000 individually or $100,000 in the aggregate (other than in the ordinary course of business) or for the grant to compete in any line of business or in any geographic area or which would so limit person (other than to Company or Surviving Corporation or any of its subsidiaries after the Effective Time Subsidiaries) of any preferential rights to purchase any assets or granting any exclusive distribution or properties, (v) contracts and other exclusive rights; (e) any agreement or commitment currently in force agreements relating to the disposition or acquisition by Company or any of its subsidiaries after the date Subsidiaries of this Agreement any operating business or entity or any interest therein, (vi) contracts or other agreements under which Company or any of a material amount of assets not its-Subsidiaries agrees to indemnify any party, other than in the ordinary course of business, consistent with past practice, or pursuant to which share a tax liability of any party, (vii) contracts and other agreements containing covenants restricting Company has or any material ownership or participation interest of its Subsidiaries from competing in any corporationline of business or with any person in any geographical area or requiring Company or any of its Subsidiaries to engage in any line of business, partnership, joint venture, strategic alliance (viii) contracts or other business enterprise agreements (other than Company's subsidiaries; contracts in the ordinary course of their banking business) relating to the borrowing of money by Company or any of its Subsidiaries, or the direct or indirect guaranty by Company or any of its Subsidiaries of any obligation for, or an agreement by Company or any of its Subsidiaries to service, the repayment of borrowed money, or any other contingent obligations of Company or any of its Subsidiaries in respect of indebtedness of any other person (fother than in the ordinary course), and (ix) any other material contract or other agreement whether or commitment with any affiliate not made in the ordinary course of business. There have been delivered or made available to Commerce true and complete copies of all of the written contracts and other agreements set forth in Section 3.1(i) of the Company that is material to the Company; and (g) Disclosure Schedule and in any agreement or commitment currently in force providing for capital expenditures by Company or its subsidiaries in excess other Section of $250,000.00. The agreements required to be disclosed in the Company Disclosure Letter pursuant to clauses (aSchedule. Except as set forth in Section 3.1(i) through (g) above or pursuant to Section 2.9 or that are or would be required to be filed with any of the Company SEC Report ("COMPANY CONTRACTS") are valid Disclosure Schedule, each such contract and other agreement is in full force and effecteffect and constitutes a legal, except valid and binding obligation of Company or its Subsidiaries, as the case may be, and to the extent that such invalidity would not have a Material Adverse Effect on best knowledge of Company. Except as disclosed in the Company Disclosure Letter pursuant to clauses (a) through (g) above or pursuant to Section 2.9 and except as disclosed in any Company SEC Report, neither Company nor any of its subsidiaries, nor to Company's knowledge, any each other party thereto, is enforceable in breachaccordance with its terms subject, violation or default underas to enforceability, to bankruptcy, insolvency, and neither other laws of general applicability relating to or affecting creditors' rights and to general equity principles. Neither Company nor any Subsidiary of Company has received any written, or, to the knowledge of the Company, any oral, notice of termination or intention to terminate from any other party to such contract or agreement. None of Company or any of its subsidiaries Subsidiaries or (to the best knowledge of Company) any other party to any such contract or agreement is in violation or breach of or default under any such contract or agreement (or with or without notice or lapse of time or both, would be in violation or breach of or default under any such contract or agreement), which violation, breach or default has received written notice that it has breachedhad or would have, violated individually or defaultedin the aggregate, any of the terms or conditions of any Company Contract in such a manner as would have a Material Adverse Effect on Company.

Certain Agreements. Except All contracts listed as set forth in Part 2.14 an exhibit to the Company's Annual Report on Form 10-K for the fiscal year ended January 31, 2000 under the rules and regulations of the SEC relating to the business of the Company Disclosure Letter and its Subsidiaries or listed on the Company SEC Reports, neither Company nor any of its subsidiaries is a party to or is bound by: (a) any employment or consulting agreement or commitment with any employee or member of Company's Board of Directors, that, individually or in Disclosure Schedule are the aggregate, is only contracts material to Companythe operation, other than those that prospects and financial condition of the Company taken as a whole (the "Company Material Contracts"), which Company Material Contracts include, but are terminable by not limited to: contracts pursuant to which the Company or any of its subsidiaries on no more Subsidiaries licenses other persons to use any material Intellectual Property (other than thirty days notice without liability contracts entered into for the licensing of data or financial obligation, except to software in the extent general principles ordinary course of wrongful termination law may limit Company's business); contracts which restrict the Company or any of its subsidiaries' ability affiliates from competing in any line of business or with any Person in any geographical area; contracts involving the acquisition, merger or purchase of all or substantially all of the assets or business of a third party involving aggregate consideration of $5.0 million or more or the purchase or sale of assets, or a series of purchases and sales of assets, involving aggregate consideration of $5.0 million or more or the grant to terminate employees at will; (b) any agreement or planperson of any preferential rights to purchase any material amount of its assets; contracts, including mortgages or other grants of security interests, guarantees and notes, relating to the borrowing of money in an amount in excess of $5.0 million in the aggregate; any stock option plan, stock appreciation right plan contract or stock purchase plan, other agreement to indemnify for any liability or cost with respect to any Environmental Law; and any contract or other agreement which would prohibit or materially delay the consummation of the benefits of which will be increasedOffer, Merger or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (c) any material agreement of indemnification, any material guaranty or any instrument evidencing indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditioned sale, or otherwise; (d) any agreement, obligation or commitment containing covenants purporting to limit or which effectively limit the Company's or any of its subsidiaries' freedom to compete in any line of business or in any geographic area or which would so limit Company or Surviving Corporation or any of its subsidiaries after the Effective Time or granting any exclusive distribution or other exclusive rights; (e) any agreement or commitment currently in force relating to the disposition or acquisition by Company or any of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business, or pursuant to which Company has any material ownership or participation interest in any corporation, partnership, joint venture, strategic alliance or other business enterprise other than Company's subsidiaries; (f) any agreement or commitment with any affiliate . Each of the Company that Material Contracts is material to the Company; and (g) any agreement or commitment currently in force providing for capital expenditures by Company or its subsidiaries in excess of $250,000.00. The agreements required to be disclosed in the Company Disclosure Letter pursuant to clauses (a) through (g) above or pursuant to Section 2.9 or that are or would be required to be filed with any Company SEC Report ("COMPANY CONTRACTS") are valid and in full force and effect, effect except to the extent that they have previously expired or been terminated in accordance with their terms, and neither the Company nor its Subsidiaries has violated any provision of, or committed or failed to perform any act which, with or without notice, lapse of time, or both, could reasonably be expected to constitute a default under the provisions of, any such invalidity Company Material Contract, except for defaults which would not reasonably be expected to have a Material Adverse Effect on Company. Except as disclosed in the Company Disclosure Letter pursuant to clauses (a) through (g) above or pursuant to Section 2.9 and except as disclosed in any Company SEC Report, neither Company nor any of its subsidiaries, nor to Company's knowledge, any other party thereto, is in breach, violation materially impair or default under, and neither Company nor any of its subsidiaries has received written notice that it has breached, violated or defaulted, any delay the ability of the terms Company to consummate the transactions contemplated hereby. To the knowledge of the Company, no counterparty to any such Company Material Contract has violated any provision of, or conditions committed or failed to perform any act which, with or without notice, lapse of any time, or both, could reasonably be expected to constitute a default or other breach under the provisions of, such Company Contract in such a manner as Material Contract, except for defaults or breaches which would not reasonably be expected to have a Material Adverse Effect on Companythe Company or materially impair or delay the ability of the Company to consummate the transactions contemplated hereby.

Certain Agreements. Except as otherwise set forth in the applicable lettered subsection of Part 2.14 3.13 of the Company Parent Disclosure Letter or the Company SEC ReportsSchedule, neither Company the Parent nor any of its subsidiaries is a party to or is bound by: (a) any employment or consulting agreement or commitment with any employee or member of Company's the Parent’s Board of Directors, that, individually providing any term of service or in the aggregate, is material to Company, other than those that are terminable by Company compensation guarantee or any consulting agreement or any employment agreement that provides severance benefits or other benefits after the consummation of its subsidiaries on no more than thirty days notice without liability the Merger or financial obligationafter the termination of service of such individual regardless of the reason for such termination of service, except to the extent general principles of wrongful termination law may limit Company's or any of its subsidiaries' ability to terminate employees at willas required by applicable law; (b) any agreement or plan, including any stock option plan, stock appreciation right plan, stock purchase plan or stock purchase planrepurchase agreement, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (c) any material agreement of indemnification, any material guaranty or any instrument evidencing indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditioned conditional sale, or otherwise; (d) any nondisclosure agreement or any agreement, obligation or commitment containing covenants purporting to limit or which effectively limit the Company's Parent’s or any of its subsidiaries' ’ freedom to compete in any line of business or in any geographic area or which would so limit Company or Surviving Corporation Parent or any of its subsidiaries after the Effective Time or granting any exclusive distribution or other exclusive rights; (e) any agreement or commitment currently in force relating to the disposition or acquisition by Company the Parent or any of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business, or pursuant to which Company the Parent has any material ownership or participation interest in any corporation, partnership, joint venture, strategic alliance or other business enterprise other than Company's the Parent’s subsidiaries; (f) any licensing, distribution, resale or other agreement, contract or commitment with regard to the acquisition, distribution, resale or licensing of any material Intellectual Property other than licenses, distribution, resale agreements, advertising agreements, or other similar agreement entered into in the ordinary course of business consistent with past practice; (g) agreement to forgive any indebtedness in excess of $35,000 of any person to the Parent or any subsidiary; (h) agreement regarding the lease of real property involving rental obligations in excess of $35,000 per annum, or agreement regarding the purchase of real property; (i) loan agreement, promissory note or other evidence of indebtedness for borrowed money; (j) agreement pursuant to which the Parent or any subsidiary (A) uses any intellectual property of any third party that is material to the operation of its business (other than off-the-shelf commercial software programs with respect to which no future license or royalty payment will become due), (B) incorporates any third party intellectual property in any of its products; or (C) has granted to any third party an exclusive license of any Parent Intellectual Property Rights owned by the Parent or any license of its source code (including customary source code escrow arrangements entered into in the ordinary course of business); (k) agreement obligating the Parent or any subsidiary to make aggregate payments in excess of $35,000 to any third party during the two-year period ending December 31, 2006 which is not terminable by the Parent without penalty or further liability exceeding $35,000 upon 30 days’ notice or less; (l) agreement pursuant to which the Parent or any subsidiary (A) reasonably expects to receive aggregate payments in excess of $35,000 during the twelve month period ending December 31, 2005, or (B) reasonably expects to recognize revenue in such aggregate amount during such period; (m) agreement or commitment with any affiliate of the Company that is material to the Company; andParent; (gn) any agreement or commitment currently in force providing for capital expenditures by Company the Parent or its subsidiaries in excess of $250,000.0035,000; or (o) any other agreement or commitment currently in effect that is material to the Parent’s or its subsidiaries’ business as presently conducted and proposed to be conducted. The agreements Each agreement that is required to be disclosed in the Company Parent Disclosure Letter Schedule pursuant to clauses (a) through (go) above or pursuant to Section 2.9 or 3.8 and each agreement that are or would be is required to be filed with any Company Parent SEC Report ("COMPANY CONTRACTS") are shall be referred to herein as a “Parent Contract.” Each Parent Contract is valid and in full force and effect, except to . Neither the extent that such invalidity would not have a Material Adverse Effect on Company. Except as disclosed in the Company Disclosure Letter pursuant to clauses (a) through (g) above or pursuant to Section 2.9 and except as disclosed in any Company SEC Report, neither Company Parent nor any of its subsidiaries, nor to Company's the Parent’s knowledge, any other party thereto, is in material breach, violation or default under, and neither Company the Parent nor any of its subsidiaries has received written notice alleging that it has breached, violated or defaulteddefaulted under, any of the terms or conditions of any Company Parent Contract in such a manner as would have permit any other party thereto to cancel or terminate any such Parent Contract, seek a Material Adverse Effect on Companyrefund of amounts paid under any such Parent Contract, make any warranty claim under any such Parent Contract, or would permit any other party to seek material damages or other remedies for any or all such alleged breaches, violations, or defaults.

Certain Agreements. (a) Except as set forth in Part 2.14 Section 3.11(a) of the Company Disclosure Letter or the Company SEC ReportsLetter, neither the Company nor any of its subsidiaries Subsidiaries is a party to or is bound by: (ai) any employment Contract which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K under the Exchange Act); (ii) any Contract which purports to limit or consulting agreement restrict the manner or commitment localities in which the Company or any of its Affiliates (including CCBI or any of its Subsidiaries following the Merger) may conduct business or the types or lines of business in which any of them may engage, or any Contract which obligates the Company or any of its Affiliates (including CCBI or any of its Subsidiaries following the Merger) to extend most-favored nation pricing or other rights to any Person, or any Contract imposing exclusivity obligations on the Company or any of its Affiliates (including CCBI or any of its Subsidiaries following the Merger) or imposing obligations on the Company or any of its Affiliates (including CCBI or any of its Subsidiaries following the Merger) with respect to non-solicitation provisions; (iii) any Contract which requires any payment by the Company or any of its Subsidiaries in excess of $25,000 in any year or which is not terminable within one year without penalty, or which requires any payment to the Company or any of its Subsidiaries in excess of $50,000 in any year or which is not terminable within one year without penalty, in each case other than extensions of credit made by the Company Bank or Company Deposits; (iv) any Contract relating to the purchase, sale, lease, remodeling or refurbishing of real property; (v) any Contract of indemnification or any guaranty of the obligations of any Person by the Company or its Subsidiaries; (vi) any Contract with any current or former employee of the Company or member any of its Subsidiaries or with any Related Person; (vii) since January 1, 2014, any Contract relating to the acquisition or disposition of any business (whether by merger, sale or purchase of stock or assets or otherwise); (viii) any settlement Contract which affects the conduct of the Company's Board ’s or its Subsidiaries’ businesses or under which payments are required to be made by the Company or any of Directorsits Subsidiaries; (ix) any Contract which provides for, thator relates to, the incurrence by the Company or any Subsidiary of indebtedness for or the guaranty of borrowed money (including any interest rate or non-U.S. currency swap, cap, collar, hedge or insurance agreements, commodity swaps or options, forwards, or futures or derivatives or futures on such agreements, or other similar agreements for the purpose of managing the interest rate and/or non-U.S. exchange risk associated with its financing), other than agreements among direct or indirect wholly-owned Subsidiaries of the Company, deposit account arrangements (other than deposit arrangements characterized as brokered deposits under applicable FDIC regulations) and ordinary course trade payables and accrued expenses; (x) any joint venture, partnership, limited liability company or other similar agreements or arrangements relating to the formation, creation, operation, management or control of any partnership or joint venture material to the Company or any of its Subsidiaries; (xi) any Contract with a Governmental Entity; (xii) any Contract pursuant to which the Company or any of its Subsidiaries is obligated to repurchase any loan agreement, note or borrowing arrangement; or (xiii) any other Contract that is material to the business, assets, liabilities, financial condition or results of operations of the Company and its Subsidiaries, taken as a whole. (b) The Company has previously made available to CCBI complete and correct copies of each Contract of the type described in this Section 3.11 which was entered into prior to the date hereof (the “Company Material Contracts”). (c) All of the Company Material Contracts are valid and in full force and effect (except those which are canceled, rescinded or terminated after the date hereof in accordance with their terms), except where the failure to be in full force and effect would not, individually or in the aggregate, is material to Company, other than those that are terminable by Company or any of its subsidiaries on no more than thirty days notice without liability or financial obligation, except to the extent general principles of wrongful termination law may limit Company's or any of its subsidiaries' ability to terminate employees at will; (b) any agreement or plan, including any stock option plan, stock appreciation right plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (c) any material agreement of indemnification, any material guaranty or any instrument evidencing indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditioned sale, or otherwise; (d) any agreement, obligation or commitment containing covenants purporting to limit or which effectively limit the Company's or any of its subsidiaries' freedom to compete in any line of business or in any geographic area or which would so limit Company or Surviving Corporation or any of its subsidiaries after the Effective Time or granting any exclusive distribution or other exclusive rights; (e) any agreement or commitment currently in force relating to the disposition or acquisition by Company or any of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business, or pursuant to which Company has any material ownership or participation interest in any corporation, partnership, joint venture, strategic alliance or other business enterprise other than Company's subsidiaries; (f) any agreement or commitment with any affiliate of the Company that is material to the Company; and (g) any agreement or commitment currently in force providing for capital expenditures by Company or its subsidiaries in excess of $250,000.00. The agreements required to be disclosed in the Company Disclosure Letter pursuant to clauses (a) through (g) above or pursuant to Section 2.9 or that are or would be required to be filed with any Company SEC Report ("COMPANY CONTRACTS") are valid and in full force and effect, except to the extent that such invalidity would not have a Material Adverse Effect on the Company. Except as disclosed in No Person is challenging the Company Disclosure Letter pursuant to clauses (a) through (g) above validity or pursuant to Section 2.9 and except as disclosed in any Company SEC Report, neither Company nor any of its subsidiaries, nor to Company's knowledge, any other party thereto, is in breach, violation or default under, and neither Company nor any of its subsidiaries has received written notice that it has breached, violated or defaulted, any of the terms or conditions enforceability of any Company Contract Material Contract, except such challenges which would not, individually or in such a manner as would the aggregate, have a Material Adverse Effect on the Company. Neither the Company nor any of its Subsidiaries and, to the Knowledge of the Company, none of the other parties thereto, is in breach of any provision of, or committed or failed to perform any act which (with or without notice or lapse of time or both) would constitute a default under the provisions of, any Company Material Contract, except for those violations and defaults which would not, individually or in the aggregate, have a Material Adverse Effect on the Company.

Certain Agreements. Except as set forth in Part 2.14 3.14 of the Company Parent Disclosure Letter or in the Company Parent SEC Reports, neither Company Parent nor any of its subsidiaries is a party to or is bound by: (a) any employment or consulting agreement or commitment with any employee of the HostPro Business or member of CompanyParent's Board of Directors, that, individually or in the aggregate, is material to Companythe HostPro Business, other than those that are terminable by Company -52- 59 Parent or any of its subsidiaries on no more than thirty days notice without liability or financial obligation, except to the extent general principles of wrongful termination law may limit CompanyParent's or any of its subsidiaries' ability to terminate employees at will; (b) any agreement or plan, including any stock option plan, stock appreciation right plan or stock purchase plan, for employees of the HostPro Business, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (c) any material agreement of indemnificationindemnification for any employees of the HostPro Business, any material guaranty or any instrument evidencing indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditioned sale, or otherwiseotherwise that is material to the HostPro Business; (d) any agreement, obligation or commitment containing covenants purporting to limit or which effectively limit the CompanyParent's or any of its subsidiaries' freedom to compete in any line of business the HostPro Business or in any geographic area or which would so limit Company or Surviving Corporation or any of its subsidiaries after the Effective Time or granting any exclusive distribution or other exclusive rights;rights with respect thereto; or (e) any agreement or commitment currently in force relating to the disposition or acquisition by Company Parent or any of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of businessbusiness (other than in connection with the Contemplated Parent Changes (and in that connection, a copy of the MTI Sales Agreement has been provided to Company), or pursuant to which Company Parent has any material ownership or participation interest in any corporation, partnership, joint venture, strategic alliance or other business enterprise other than CompanyParent's subsidiaries;; or (f) any agreement or commitment with any affiliate of the Company Parent that is material to the CompanyHostPro Business; andor (g) any agreement or commitment related to the HostPro Business currently in force providing for capital expenditures by Company Parent or its subsidiaries in excess of $250,000.00. The agreements required to be disclosed in the Company Parent Disclosure Letter pursuant to clauses (a) through (g) above or pursuant to Section 2.9 3.9 or that are or would be required to be filed with any Company Parent SEC Report ("COMPANY PARENT CONTRACTS") are valid and in full force and effect, except to the extent that such invalidity would not have a Material Adverse Effect on CompanyParent. Except as disclosed in the Company Disclosure Letter pursuant to clauses (a) through (g) above or pursuant to Section 2.9 and except or as disclosed in any Company the Parent SEC ReportReports, neither Company Parent nor any of its subsidiaries, nor to CompanyParent's knowledge, any other party thereto, is in breach, violation or default under, and neither Company Parent nor any of its subsidiaries has received written notice that it has breached, violated or defaulted, any of the terms or conditions of any Company Parent Contract in such a manner as would have a Material Adverse Effect on CompanyParent.

Certain Agreements. (a) of the TD Disclosure Schedule sets forth a listing, as of the date hereof, of all of the following contracts and other agreements, oral or written, to which Waterhouse or any of the Business Subsidiaries is a party or by which Waterhouse or any of the Business Subsidiaries or any of their respective assets or properties is bound: (i) consulting agreements not terminable on notice of three months or less and involving the payment of more than $50,000 per annum; (ii) agreements with any employee at the level of senior vice president or above of Waterhouse or any of the Business Subsidiaries (A) providing any term of employment, (B) the benefits of which are contingent, or the terms of which are materially altered, upon the occurrence of a transaction involving Waterhouse of the nature contemplated by this Agreement (either alone or in connection with a termination of employment), or (C) providing severance benefits; (iii) contracts and other agreements for the sale or lease (other than where Waterhouse or any of the Business Subsidiaries is a lessor) of any assets or properties (other than in the ordinary course of business) or for the grant to any Person (other than to Waterhouse or any of the Business Subsidiaries) of any preferential rights to purchase any assets or properties; (iv) contracts and other agreements relating to the acquisition by Waterhouse or any of the Business Subsidiaries of any operating business or entity or any interest therein (other than acquisitions of securities for the account of or for sale to customers in the ordinary course of business); (v) material contracts and other agreements evidencing outstanding loans to, or guaranteeing any loans on behalf of, any employee or consultant of Waterhouse or any of the Business Subsidiaries (other than routine expense advances consistent with past practice and other than margin loans extended in the ordinary course of business consistent with past practice); (vi) contracts or other agreements under which Waterhouse or any of the Business Subsidiaries agrees to indemnify any party, other than in the ordinary course of business consistent with past practice, or to share a Tax liability of any party; (vii) (A) contracts and other agreements containing covenants restricting Waterhouse or any of the Business Subsidiaries from competing in any line of business or with any Person in any geographic area or requiring Waterhouse or any of the Business Subsidiaries to engage in any line of business or binding Waterhouse or any of the Business Subsidiaries to any exclusive business arrangements or licenses, or which require the referral of any business or business opportunity or require Waterhouse or any of the Business Subsidiaries to make available business opportunities or products or services on a priority, equal or exclusive basis (including any “preferred provider” type contracts or other agreements for products and services offered by Waterhouse and the Business Subsidiaries to their customers) and (B) any agreements of such types that could apply to Ameritrade or any of its Affiliates after the Closing by reason of the Share Purchase and the consummation of the other transactions contemplated hereby and by the Transaction Agreements; (viii) any material contracts or other agreements under which Waterhouse or any of the Business Subsidiaries have outsourced, or have agreed to outsource, any of their products, services or employees; (ix) any material Intellectual Property licenses (as defined in Section 3.11(a)) to or from any Third Parties, and any joint development agreements; (x) any contracts or agreements governing joint ventures between Waterhouse or any Business Subsidiary and a third party; (xi) contracts or other agreements (other than contracts or other agreements in the ordinary course of business) relating to the borrowing of money by Waterhouse or any of the Business Subsidiaries, or the direct or indirect guaranty by Waterhouse or any of the Business Subsidiaries of any obligation for, or an agreement by Waterhouse or any of the Business Subsidiaries to service, the repayment of borrowed money, or any other contingent obligations of Waterhouse or any of the Business Subsidiaries in respect of indebtedness of any other Person; and (xii) any other material contract or other agreement whether or not made in the ordinary course of business, including any contract that would be required to be filed by Waterhouse pursuant to Item 601(b)(10) of Regulation S-K of the SEC were it subject to the reporting requirements of Sections 13(a) or 15(d) of the Exchange Act. (b) There have been delivered or made available to Ameritrade true and complete copies of all of the contracts and other agreements set forth in Section 3.8(a) of the TD Disclosure Schedule. Except as set forth in Part 2.14 Section 3.8(b) of the Company TD Disclosure Letter Schedule, each such contract and other agreement is in full force and effect and constitutes a legal, valid, and binding obligation of Waterhouse or the Company SEC ReportsBusiness Subsidiaries, neither Company as the case may be, and to the knowledge of TD, each other party thereto, enforceable in accordance with its terms. Neither Waterhouse nor any Business Subsidiary has received any notice, whether written or oral, of its subsidiaries is a termination or intention to terminate from any other party to such contract or is bound by: agreement. None of Waterhouse or any of the Business Subsidiaries or (ato the knowledge of TD) any employment other party to any such contract or consulting agreement is in violation or commitment breach of or default under any such contract or agreement (or with notice or lapse of time or both, would be in violation or breach of or default under any employee such contract or member of Company's Board of Directorsagreement), thatwhich violation, breach, or default has had or would reasonably be expected to have, individually or in the aggregate, is material to Company, other than those that are terminable by Company or any of its subsidiaries on no more than thirty days notice without liability or financial obligation, except to the extent general principles of wrongful termination law may limit Company's or any of its subsidiaries' ability to terminate employees at will; (b) any agreement or plan, including any stock option plan, stock appreciation right plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (c) any material agreement of indemnification, any material guaranty or any instrument evidencing indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditioned sale, or otherwise; (d) any agreement, obligation or commitment containing covenants purporting to limit or which effectively limit the Company's or any of its subsidiaries' freedom to compete in any line of business or in any geographic area or which would so limit Company or Surviving Corporation or any of its subsidiaries after the Effective Time or granting any exclusive distribution or other exclusive rights; (e) any agreement or commitment currently in force relating to the disposition or acquisition by Company or any of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business, or pursuant to which Company has any material ownership or participation interest in any corporation, partnership, joint venture, strategic alliance or other business enterprise other than Company's subsidiaries; (f) any agreement or commitment with any affiliate of the Company that is material to the Company; and (g) any agreement or commitment currently in force providing for capital expenditures by Company or its subsidiaries in excess of $250,000.00. The agreements required to be disclosed in the Company Disclosure Letter pursuant to clauses (a) through (g) above or pursuant to Section 2.9 or that are or would be required to be filed with any Company SEC Report ("COMPANY CONTRACTS") are valid and in full force and effect, except to the extent that such invalidity would not have a Material Adverse Effect on Company. Except as disclosed in the Company Disclosure Letter pursuant to clauses (a) through (g) above or pursuant to Section 2.9 and except as disclosed in any Company SEC Report, neither Company nor any of its subsidiaries, nor to Company's knowledge, any other party thereto, is in breach, violation or default under, and neither Company nor any of its subsidiaries has received written notice that it has breached, violated or defaulted, any of the terms or conditions of any Company Contract in such a manner as would have a Material Adverse Effect on CompanyWaterhouse.

Certain Agreements. Except Other than (i) this Agreement, (ii) the Amended and Restated Common Stock and Warrant Agreement, dated as of the date of this Agreement, between Parent and VHA (the "VHA AGREEMENT"), (iii) the Outsourcing Agreement, and other related agreements, except as otherwise set forth in Part 2.14 3.14 of the Company Parent Disclosure Letter or the Company SEC ReportsLetter, neither Company Parent nor any of its subsidiaries is a party to or is bound by: (a) other than as disclosed in Part 3.12 of the Parent Disclosure Letter, any employment or consulting agreement or commitment with any employee officer or member of CompanyParent's Board of Directors, that, individually or in the aggregate, is material to Company, other than those that are terminable by Company Parent or any of its subsidiaries on no more than thirty days notice without liability or financial obligation, except to the extent general principles of wrongful termination law may limit CompanyParent's or any of its subsidiaries' ability to terminate employees at will, or any consulting agreement; (b) any agreement or plan, including any stock option plan, stock appreciation right plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (c) any material agreement of indemnification, any material guaranty or any material instrument evidencing indebtedness for borrowed money by way of direct loan, sale of debt securities, securities or purchase money obligation, conditioned sale, or otherwise; (dc) any agreement, agreement or obligation or commitment containing covenants purporting to limit or which effectively limit the CompanyParent's or any of its subsidiaries' freedom to compete in any line of business or in any geographic area or which would so limit Company or Surviving Corporation Parent or any of its subsidiaries after the Effective Time Closing or granting any exclusive distribution or other exclusive rights; (ed) any agreement or commitment obligation currently in force relating to the disposition or acquisition by Company Parent or any of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business, or pursuant to which Company Parent has any material ownership or participation interest in any corporation, partnership, joint venture, strategic alliance or other business enterprise other than CompanyParent's subsidiaries; (e) any agreement or obligation currently in force to provide source code to any third party for any product or technology; (f) any agreement or commitment obligation with any affiliate of the Company that is material to the CompanyParent; andor (g) any agreement or commitment currently in force providing for capital expenditures by Company Parent or its subsidiaries in excess of $250,000.001,000,000. The agreements required to be disclosed in the Company Parent Disclosure Letter pursuant to clauses (a) through (g) above or pursuant to Section 2.9 3.9 or that are or would be required to be filed with any Company Parent SEC Report ("COMPANY PARENT CONTRACTS") are valid and in full force and effect, except to the extent that such invalidity would not have a Material Adverse Effect on CompanyParent. Except as disclosed in the Company Disclosure Letter pursuant to clauses (a) through (g) above or pursuant to Section 2.9 and except as disclosed in any Company SEC Report, neither Company Neither Parent nor any of its subsidiaries, nor to CompanyParent's knowledge, any other party thereto, is in breach, violation or default under, and neither Company Parent nor any of its subsidiaries has received written notice that it has breached, violated or defaulted, any of the terms or conditions of any Company Parent Contract in such a manner as would have a Material Adverse Effect on CompanyParent.

Certain Agreements. Except as set forth in Part 2.14 of the Company Disclosure Letter or the Company SEC ReportsLetter, neither Company nor any of its subsidiaries is a party to or is bound by: (a) any employment or consulting agreement or commitment with any employee or member of Company's Board of Directors, that, individually or in the aggregate, is material to Company, other than those that are terminable by Company or any of its subsidiaries on no more than thirty days notice without liability or financial obligation, except to the extent general principles of wrongful termination law may limit Company's or any of its subsidiaries' ability to terminate employees at will; (b) any agreement or plan, including any stock option plan, stock appreciation right plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (c) any material agreement of indemnification, any material guaranty or any instrument evidencing indebtedness for borrowed money by way of direct loan, loan or sale of debt securities, purchase money obligation, conditioned sale, or otherwise; (d) any agreement, obligation or commitment containing covenants purporting to limit or which effectively limit the Company's or any of its subsidiaries' freedom to compete in any line of business or in any geographic area or which would so limit Company or Surviving Corporation or any of its subsidiaries after the Effective Time or granting any exclusive distribution or other exclusive rightsthat would have a Material Adverse Effect on Company; (e) any agreement or commitment currently in force relating to the disposition or acquisition by Company or any of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business, or pursuant to which Company has any material ownership or participation interest in any corporation, partnership, joint venture, strategic alliance or other business enterprise other than Company's subsidiaries; (f) any material agreement or commitment with any affiliate of SAIC other than the Corporate Services Agreement between Company that is material to the Companyand SAIC; andor (g) any agreement or commitment currently in force providing for capital expenditures by Company or its subsidiaries in excess of $250,000.005,000,000. The agreements required to be disclosed in the Company Disclosure Letter pursuant to clauses (a) through (g) above or pursuant to Section 2.9 or that are or would be required to be filed with any Company Parent SEC Report ("COMPANY CONTRACTSCompany Contracts") are valid and in full force and effect, except to the extent that such invalidity would not have a Material Adverse Effect on Company. Except as disclosed in the Company Disclosure Letter pursuant to clauses (a) through (g) above or pursuant to Section 2.9 and except as disclosed in any Company SEC Report, neither Neither Company nor any of its subsidiaries, nor to Company's knowledge, any other party thereto, is in breach, violation or default under, and neither Company nor any of its subsidiaries has received written notice that it has breached, violated or defaulted, any of the terms or conditions of any Company Contract in such a manner as would have a Material Adverse Effect on Company.

Certain Agreements. Except as otherwise set forth in the applicable lettered subsection of Part 2.14 3.13 of the Company Parent Disclosure Letter or the Company SEC ReportsSchedule, neither Company the Parent nor any of its subsidiaries is a party to or is bound by: (a) any employment or consulting agreement or commitment with any employee or member of Companythe Parent's Board of Directors, that, individually providing any term of service or in the aggregate, is material to Company, other than those that are terminable by Company compensation guarantee or any consulting agreement or any employment agreement that provides severance benefits or other benefits after the consummation of its subsidiaries on no more than thirty days notice without liability the Merger or financial obligationafter the termination of service of such individual regardless of the reason for such termination of service, except to the extent general principles of wrongful termination law may limit Company's or any of its subsidiaries' ability to terminate employees at willas required by applicable law; (b) any agreement or plan, including any stock option plan, stock appreciation right plan, stock purchase plan or stock purchase planrepurchase agreement, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (c) any material agreement of indemnification, any material guaranty or any instrument evidencing indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditioned conditional sale, or otherwise; (d) any nondisclosure agreement or any agreement, obligation or commitment containing covenants purporting to limit or which effectively limit the CompanyParent's or any of its subsidiaries' freedom to compete in any line of business or in any geographic area or which would so limit Company or Surviving Corporation Parent or any of its subsidiaries after the Effective Time or granting any exclusive distribution or other exclusive rights; (e) any agreement or commitment currently in force relating to the disposition or acquisition by Company the Parent or any of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business, or pursuant to which Company the Parent has any material ownership or participation interest in any corporation, partnership, joint venture, strategic alliance or other business enterprise other than Companythe Parent's subsidiaries; (f) any licensing, distribution, resale or other agreement, contract or commitment with regard to the acquisition, distribution, resale or licensing of any material Intellectual Property other than licenses, distribution, resale agreements, advertising agreements, or other similar agreement entered into in the ordinary course of business consistent with past practice; (g) agreement to forgive any indebtedness in excess of $35,000 of any person to the Parent or any subsidiary; (h) agreement regarding the lease of real property involving rental obligations in excess of $35,000 per annum, or agreement regarding the purchase of real property; (i) loan agreement, promissory note or other evidence of indebtedness for borrowed money; (j) agreement pursuant to which the Parent or any subsidiary (A) uses any intellectual property of any third party that is material to the operation of its business (other than off-the-shelf commercial software programs with respect to which no future license or royalty payment will become due), (B) incorporates any third party intellectual property in any of its products; or (C) has granted to any third party an exclusive license of any Parent Intellectual Property Rights owned by the Parent or any license of its source code (including customary source code escrow arrangements entered into in the ordinary course of business); (k) agreement obligating the Parent or any subsidiary to make aggregate payments in excess of $35,000 to any third party during the two-year period ending December 31, 2006 which is not terminable by the Parent without penalty or further liability exceeding $35,000 upon 30 days' notice or less; (l) agreement pursuant to which the Parent or any subsidiary (A) reasonably expects to receive aggregate payments in excess of $35,000 during the twelve month period ending December 31, 2005, or (B) reasonably expects to recognize revenue in such aggregate amount during such period; (m) agreement or commitment with any affiliate of the Company that is material to the Company; andParent; (gn) any agreement or commitment currently in force providing for capital expenditures by Company the Parent or its subsidiaries in excess of $250,000.00. The agreements required 35,000; or (o) any other agreement or commitment currently in effect that is material to the Parent's or its subsidiaries' business as presently conducted and proposed to be disclosed in the Company Disclosure Letter pursuant to clauses (a) through (g) above or pursuant to Section 2.9 or that are or would be required to be filed with any Company SEC Report ("COMPANY CONTRACTS") are valid and in full force and effect, except to the extent that such invalidity would not have a Material Adverse Effect on Company. Except as disclosed in the Company Disclosure Letter pursuant to clauses (a) through (g) above or pursuant to Section 2.9 and except as disclosed in any Company SEC Report, neither Company nor any of its subsidiaries, nor to Company's knowledge, any other party thereto, is in breach, violation or default under, and neither Company nor any of its subsidiaries has received written notice that it has breached, violated or defaulted, any of the terms or conditions of any Company Contract in such a manner as would have a Material Adverse Effect on Companyconducted.

Certain Agreements. (a) Except as filed as exhibits to the Company SEC Documents filed prior to the date hereof and except as set forth in Part 2.14 Section 3.11(a) of the Company Disclosure Letter or the Company SEC ReportsLetter, neither Company nor any of its subsidiaries Subsidiaries is a party to or is bound by: (ai) any employment Contract which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K under the Exchange Act); (ii) any Contract which purports to limit or consulting agreement restrict the manner or commitment localities in which Company or any of its Affiliates (including GWBI or any of its Subsidiaries following the Merger) may conduct business or the types or lines of business in which any of them may engage, or any Contract which obligates Company or any of its Affiliates (including GWBI or any of its Subsidiaries following the Merger) to extend most-favored nation pricing or other rights to any Person, or any Contract imposing exclusivity obligations on Company or any of its Affiliates (including GWBI or any of its Subsidiaries following the Merger) or imposing obligations on Company or any of its Affiliates (including GWBI or any of its Subsidiaries following the Merger) with respect to non-solicitation provisions; (iii) any Contract which requires any payment by Company or any of its Subsidiaries in excess of $50,000 in any year or which requires any payment to Company or any of its Subsidiaries in excess of $100,000 in any year, in each case other than extensions of credit made by Company Bank; and, with respect to each such Contract, Company’s good faith estimate of the breakage costs; (iv) any Contract relating to the purchase, sale, lease, remodeling or refurbishing of real property; (v) any Contract the primary purpose of which is to provide for the indemnification or guaranty of the obligations of any Person by Company or its Subsidiaries; (vi) any Contract with any current or former employee of Company or member any of its Subsidiaries or with any Related Person involving aggregate payments to or from Company or any of its Subsidiaries in excess of $200,000; (vii) since June 30, 2012, any Contract relating to the acquisition or disposition of any business (whether by merger, sale or purchase of stock or assets or otherwise); (viii) any settlement Contract which affects the current or future conduct of Company's Board ’s or its Subsidiaries’ businesses or under which future payments are required to be made by Company or any of Directorsits Subsidiaries;` (ix) any Contract which provides for, thator relates to, the incurrence by Company or any Subsidiary of indebtedness for or the guaranty of borrowed money (including any interest rate or non-U.S. currency swap, cap, collar, hedge or insurance agreements, commodity swaps or options, forwards, or futures or derivatives or futures on such agreements, or other similar agreements for the purpose of managing the interest rate and/or non-U.S. exchange risk associated with its financing), other than agreements among direct or indirect wholly owned Company Subsidiaries, deposit account arrangements (other than deposit arrangements characterized as brokered deposits under applicable FDIC regulations) and ordinary course trade payables and accrued expenses; (x) any joint venture, partnership, limited liability company or other similar agreements or arrangements relating to the formation, creation, operation, management or control of any partnership or joint venture material to Company or any of its Subsidiaries; (xi) any Contract with a Governmental Entity; (xii) any Contract pursuant to which Company or any of its Subsidiaries is obligated to repurchase any loan agreement, note or borrowing arrangement; or (xiii) any other Contract that is material to the business, assets, liabilities, financial condition or results of operations of Company and its Subsidiaries, taken as a whole. (b) Company has previously made available to GWBI complete and correct copies of each Contract of the type described in this Section 3.11 which was entered into prior to the date hereof. All Contracts of the type described in this Section 3.11 shall be referred to as “Company Contracts” regardless of whether they were entered into before or after the date hereof. (c) All of Company Contracts are valid and in full force and effect (except those which are canceled, rescinded or terminated after the date hereof in accordance with their terms), except where the failure to be in full force and effect would not, individually or in the aggregate, is material to Company, other than those that are terminable by Company or any of its subsidiaries on no more than thirty days notice without liability or financial obligation, except to the extent general principles of wrongful termination law may limit Company's or any of its subsidiaries' ability to terminate employees at will; (b) any agreement or plan, including any stock option plan, stock appreciation right plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (c) any material agreement of indemnification, any material guaranty or any instrument evidencing indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditioned sale, or otherwise; (d) any agreement, obligation or commitment containing covenants purporting to limit or which effectively limit the Company's or any of its subsidiaries' freedom to compete in any line of business or in any geographic area or which would so limit Company or Surviving Corporation or any of its subsidiaries after the Effective Time or granting any exclusive distribution or other exclusive rights; (e) any agreement or commitment currently in force relating to the disposition or acquisition by Company or any of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business, or pursuant to which Company has any material ownership or participation interest in any corporation, partnership, joint venture, strategic alliance or other business enterprise other than Company's subsidiaries; (f) any agreement or commitment with any affiliate of the Company that is material to the Company; and (g) any agreement or commitment currently in force providing for capital expenditures by Company or its subsidiaries in excess of $250,000.00. The agreements required to be disclosed in the Company Disclosure Letter pursuant to clauses (a) through (g) above or pursuant to Section 2.9 or that are or would be required to be filed with any Company SEC Report ("COMPANY CONTRACTS") are valid and in full force and effect, except to the extent that such invalidity would not have a Material Adverse Effect on Company. Except as disclosed No Person is challenging the validity or enforceability of any Company Contract, except such challenges which would not, individually or in the Company Disclosure Letter pursuant to clauses (a) through (g) above or pursuant to Section 2.9 and except as disclosed in any Company SEC Reportaggregate, neither have a Material Adverse Effect on Company. Neither Company nor any of its subsidiariesSubsidiaries and, nor to the Knowledge of the Company's knowledge, any none of the other party parties thereto, is in breachbreach of any provision of, violation or committed or failed to perform any act which (with or without notice or lapse of time or both) would constitute a default under, and neither Company nor any of its subsidiaries has received written notice that it has breached, violated or defaultedunder the provisions of, any of Company Contract, except for those violations and defaults which would not, individually or in the terms or conditions of any Company Contract in such a manner as would aggregate, have a Material Adverse Effect on Company.

Certain Agreements. Except as otherwise set forth in the applicable lettered subsection of Part 2.14 of the Company Disclosure Letter or the Company SEC ReportsSchedule, neither the Company nor any of its subsidiaries is a party to or is bound by: (a) any employment or consulting agreement or commitment with any employee or member of the Company's ’s Board of Directors, that, individually providing any term of employment or in the aggregate, is material to Company, other than those that are terminable by Company compensation guarantee or any consulting agreement or any employment agreement that provides severance benefits or other benefits after the termination of its subsidiaries on no more than thirty days notice without liability or financial obligationemployment of such employee regardless of the reason for such termination of employment, except to the extent general principles of wrongful termination law may limit Company's or any of its subsidiaries' ability to terminate employees at willas required by applicable law; (b) any agreement or plan, including any stock option plan, stock appreciation right plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or Table of Contents the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (c) any material agreement of indemnification, any material guaranty or any instrument evidencing indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditioned conditional sale, or otherwise; (d) any agreement, obligation or commitment containing covenants purporting to limit or which effectively limit the Company's ’s or any of its subsidiaries' ’ freedom to compete in any line of business or in any geographic area or which would so limit Parent, the Company or the Surviving Corporation or any of its subsidiaries after the Effective Time or granting any exclusive distribution or other exclusive rights; (e) any agreement or commitment currently in force relating to the disposition or acquisition by the Company or any of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business, or pursuant to which the Company has any material ownership or participation interest in any corporation, partnership, joint venture, strategic alliance or other business enterprise other than the Company's ’s subsidiaries; (f) any licensing, distribution, resale or other agreement, contract or commitment with regard to the acquisition, distribution, resale or licensing of any material Intellectual Property other than licenses, distribution, resale agreements, advertising agreements, or other similar agreement entered into in the ordinary course of business consistent with past practice; (g) agreement to forgive any indebtedness in excess of $5,000 of any person to the Company or any subsidiary; (h) agreement regarding the lease of real property involving rental obligations in excess of $50,000 per annum, or agreement regarding the purchase of real property; (i) loan agreement, promissory note or other evidence of indebtedness for borrowed money; (j) agreement pursuant to which the Company or any subsidiary (A) uses any intellectual property of any third party that is material to the operation of its business (other than off-the-shelf commercial software programs with respect to which no future license or royalty payment will become due), (B) incorporates any third party intellectual property in any of its products; or (C) has granted to any third party an exclusive license of any Company Intellectual Property Rights owned by the Company or any license of its source code (including customary source code escrow arrangements entered into in the ordinary course of business); (k) agreement obligating the Company or any subsidiary to make aggregate payments in excess of $100,000 to any third party during the two-year period ending June 30, 2006 which is not terminable by the Company without penalty or further liability exceeding $25,000 upon 90 days’ notice or less; (l) agreement pursuant to which the Company or any subsidiary (A) reasonably expects to receive aggregate payments in excess of $300,000 during the twelve month period ending June 30, 2005 or (B) reasonably expects to recognize revenue in such aggregate amount during such period; (m) agreement or commitment with any affiliate of the Company that is material to the Company; and; (gn) any agreement or commitment currently in force providing for capital expenditures by the Company or its subsidiaries in excess of $250,000.0050,000; or (o) any other agreement or commitment currently in effect that is material to the Company’s or its subsidiaries’ business as presently conducted and proposed to be conducted. The agreements Each agreement that is required to be disclosed in the Company Disclosure Letter Schedule pursuant to clauses (a) through (go) above or pursuant to Section 2.9 or and each agreement that are or would be is required to be filed with any Company SEC Report ("COMPANY CONTRACTS") are valid and in full force and effect, except shall be referred to the extent that such invalidity would not have herein as a Material Adverse Effect on “Company Contract.” Each Company. Except as disclosed in the Company Disclosure Letter pursuant to clauses (a) through (g) above or pursuant to Section 2.9 and except as disclosed in any Company SEC Report, neither Company nor any of its subsidiaries, nor to Company's knowledge, any other party thereto, is in breach, violation or default under, and neither Company nor any of its subsidiaries has received written notice that it has breached, violated or defaulted, any of the terms or conditions of any Company Contract in such a manner as would have a Material Adverse Effect on Company.

Certain Agreements. Except as otherwise set forth in the applicable lettered subsection of Part 2.14 of the Company Disclosure Letter or the Company SEC ReportsSchedule, neither the Company nor any of its subsidiaries is a party to or is bound by: (a) any employment or consulting agreement or commitment with any employee or member of the Company's ’s Board of Directors, that, individually providing any term of service or in the aggregate, is material to Company, other than those that are terminable by Company compensation guarantee or any consulting agreement or any employment agreement that provides severance benefits or other benefits after the consummation of its subsidiaries on no more than thirty days notice without liability the Merger or financial obligationafter the termination of service of such individual regardless of the reason for such termination of service, except to the extent general principles of wrongful termination law may limit Company's or any of its subsidiaries' ability to terminate employees at willas required by applicable law; (b) any agreement or plan, including any stock option plan, stock appreciation right plan, stock purchase plan or stock purchase planrepurchase agreement, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (c) any material agreement of indemnification, any material guaranty or any instrument evidencing indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditioned conditional sale, or otherwise; (d) any nondisclosure agreement or any agreement, obligation or commitment containing covenants purporting to limit or which effectively limit the Company's ’s or any of its subsidiaries' ’ freedom to compete in any line of business or in any geographic area or which would so limit Parent, the Company or the Surviving Corporation or any of its subsidiaries after the Effective Time or granting any exclusive distribution or other exclusive rights; (e) any agreement or commitment currently in force relating to the disposition or acquisition by the Company or any of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business, or pursuant to which the Company has any material ownership or participation interest in any corporation, partnership, joint venture, strategic alliance or other business enterprise other than the Company's ’s subsidiaries; (f) any licensing, distribution, resale or other agreement, contract or commitment with regard to the acquisition, distribution, resale or licensing of any material Intellectual Property other than licenses, distribution, resale agreements, advertising agreements, or other similar agreement entered into in the ordinary course of business consistent with past practice; (g) agreement to forgive any indebtedness in excess of $35,000 of any person to the Company or any subsidiary; (h) agreement regarding the lease of real property involving rental obligations in excess of $35,000 per annum, or agreement regarding the purchase of real property; (i) loan agreement, promissory note or other evidence of indebtedness for borrowed money; (j) agreement pursuant to which the Company or any subsidiary (A) uses any intellectual property of any third party that is material to the operation of its business (other than off-the-shelf commercial software programs with respect to which no future license or royalty payment will become due), (B) incorporates any third party intellectual property in any of its products; or (C) has granted to any third party an exclusive license of any Company Intellectual Property Rights owned by the Company or any license of its source code (including customary source code escrow arrangements entered into in the ordinary course of business); (k) agreement obligating the Company or any subsidiary to make aggregate payments in excess of $35,000 to any third party during the two-year period ending December 31, 2006, which is not terminable by the Company without penalty or further liability exceeding $35,000 upon 30 days’ notice or less; (l) agreement pursuant to which the Company or any subsidiary (A) reasonably expects to receive aggregate payments in excess of $35,000 during the twelve month period ending December 31, 2005, or (B) reasonably expects to recognize revenue in such aggregate amount during such period; (m) agreement or commitment with any affiliate of the Company that is material to the Company; and; (gn) any agreement or commitment currently in force providing for capital expenditures by the Company or its subsidiaries in excess of $250,000.0035,000; or (o) any other agreement or commitment currently in effect that is material to the Company’s or its subsidiaries’ business as presently conducted and proposed to be conducted. The agreements Each agreement that is required to be disclosed in the Company Disclosure Letter Schedule pursuant to clauses (a) through (go) above or pursuant to Section 2.9 or that are or would shall be required referred to be filed with any herein as a “Company SEC Report ("COMPANY CONTRACTS") are Contract.” Each Company Contract is valid and in full force and effect, except to . Neither the extent that such invalidity would not have a Material Adverse Effect on Company. Except as disclosed in the Company Disclosure Letter pursuant to clauses (a) through (g) above or pursuant to Section 2.9 and except as disclosed in any Company SEC Report, neither Company nor any of its subsidiaries, nor to the Company's ’s knowledge, any other party thereto, is in material breach, violation or default under, and neither the Company nor any of its subsidiaries has received written notice alleging that it has breached, violated or defaulteddefaulted under, any of the terms or conditions of any Company Contract in such a manner as would have permit any other party thereto to cancel or terminate any such Company Contract, seek a Material Adverse Effect on Companyrefund of amounts paid under any such Company Contract, make any warranty claim under any such Company Contract, or would permit any other party to seek material damages or other remedies for any or all such alleged breaches, violations, or defaults.

Certain Agreements. (a) Except as set forth in Part 2.14 Section 3.10(a) of the Company Disclosure Letter Schedule, no officer or employee of the Company SEC Reportsor any of its Subsidiaries has an employment agreement, severance agreement or similar arrangement, whether oral or written that is not terminable on notice by the Company or such Subsidiary without cost or other liability to the Company in excess of ten thousand dollars ($10,000). Except as set forth in Section 3.10(a) of the Company Disclosure Schedule, neither the Company nor any of its subsidiaries Subsidiaries is a party to any oral or is bound by: (a) any employment or consulting written agreement or commitment with any employee or member plan relating to the compensation of Company's Board employees of Directors, that, individually or in the aggregate, is material to Company, other than those that are terminable by Company or any of its subsidiaries on no more than thirty days notice without liability or financial obligation, except to the extent general principles of wrongful termination law may limit Company's or any of its subsidiaries' ability to terminate employees at will; (b) any agreement or planSubsidiaries, including any employment agreement, severance agreement, stock option plan, stock appreciation right rights plan, restricted stock plan or stock purchase plan, pension plan (as defined in Section 3(2) of ERISA) or welfare plan (as defined in Section 3(1) of ERISA) (collectively the "Company Compensation Agreements"), any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (c) . No holder of any material agreement option to purchase shares of indemnification, any material guaranty or any instrument evidencing indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditioned saleCompany Capital Stock, or otherwise; (d) any agreement, obligation or commitment containing covenants purporting to limit or which effectively limit shares of Company Capital Stock granted in connection with the Company's or any performance of its subsidiaries' freedom to compete in any line of business or in any geographic area or which would so limit Company or Surviving Corporation or any of its subsidiaries after services for the Effective Time or granting any exclusive distribution or other exclusive rights; (e) any agreement or commitment currently in force relating to the disposition or acquisition by Company or any of its subsidiaries after Subsidiaries, is or will be entitled to receive cash from the Company or any of its Subsidiaries in lieu of or in exchange for such option or shares as a result of the transactions contemplated by this Agreement. Section 3.10(a) of the Company Disclosure Schedule sets forth (i) for each officer, director or employee who is a party to, or will receive benefits under, any Company Compensation Agreement as a result of the transactions contemplated herein, the total amount that each such person may receive, or is eligible to receive, assuming that the transactions contemplated by this Agreement are consummated on the date of this Agreement of a material hereof, and (ii) the total amount of any indebtedness owed to the Company and its Subsidiaries from each officer or director and any indebtedness in excess of ten thousand dollars ($10,000) owed to the Company and its Subsidiaries from each non-officer employee of the Company or any of its Subsidiaries. (b) Set forth in Section 3.10(b) of the Company Disclosure Schedule is a list, as of the date hereof, of all contracts (including all distribution contracts, supply contracts, any indenture, mortgage, loan agreement, note or other agreement or instrument for borrowed money, any guarantee of any agreement or instrument for borrowed money or any lease, contractual license or other agreement or instrument to which the Company is a party or by which the Company is bound or to which any of the properties, assets not or operations of the Company is subject) which provide for payments to the Company in excess of two hundred fifty thousand dollars ($250,000) and that: (i) contain non-competition restrictions, including restrictions relating to the ordinary course conduct of the Company's and its Subsidiaries' business, the sale of the Company's and its Subsidiaries' products or pursuant to which Company has any material ownership or participation interest geographic restrictions, in any corporationcase that would prohibit or restrict Parent or any of its Subsidiaries from conducting the business of the Company and its Subsidiaries' as presently conducted or that require any consent or other action by any Person for, or will be subject to default, termination, repricing or other renegotiation, or cancellation because of, the transactions contemplated hereby; (ii) relate to indebtedness for borrowed money or the deferred purchase price of property (whether incurred, assumed, guaranteed or secured by any asset); (iii) are partnership, joint ventureventure or distribution, strategic alliance joint marketing or development agreements or other business enterprise similar contracts, arrangements or agreements, directly affecting the Company or any of its Subsidiaries; (iv) require the Company or any of its Subsidiaries to grant "most favored customer" pricing to any other than Company's subsidiaries; person; (fv) provide for liquidated damages upon failure to meet performance or quality milestones; (vi) involve any lease of personal property having a value individually in excess of one hundred thousand dollars ($100,000); (vii) any agreement of indemnification or commitment with any affiliate of the Company that is material to the Company; and (g) any agreement or commitment currently in force providing for capital expenditures by Company or its subsidiaries in excess of $250,000.00. The agreements required to be disclosed in the Company Disclosure Letter pursuant to clauses (a) through (g) above or pursuant to Section 2.9 or that are or would be required to be filed with any Company SEC Report ("COMPANY CONTRACTS") are valid and in full force and effect, except to the extent that such invalidity would not have a Material Adverse Effect on Company. Except as disclosed in the Company Disclosure Letter pursuant to clauses (a) through (g) above or pursuant to Section 2.9 and except as disclosed in any Company SEC Report, neither Company nor any of its subsidiaries, nor to Company's knowledge, any other party thereto, is in breach, violation or default under, and neither Company nor any of its subsidiaries has received written notice that it has breached, violated or defaulted, any of the terms or conditions of any Company Contract in such a manner as would have a Material Adverse Effect on Company.guaranty;

Certain Agreements. Except as set forth disclosed in Part 2.14 Section 5.12 of ------------------ the Company Disclosure Letter or the Company SEC ReportsSchedule, neither Company Loomis nor any of its subsidiaries Subsidiaries is a party to any agreement, plan or is bound by: (a) any employment or consulting agreement or commitment arrangement with any officer, director or employee or member of Company's Board of Directors, that, individually or in the aggregate, is material to Company, other than those that are terminable by Company Loomis or any of its subsidiaries on no more Subsidiaries (a) the benefits of which are contingent, or the terms of which are materially altered, upon the occurrence of any of the transactions contemplated by this Agreement, (b) providing benefits after the termination of employment regardless of the reason for such termination of employment, other than thirty days notice without liability or financial obligation, except benefits generally applicable to the extent general principles of wrongful termination law may limit Company's Loomis' or any of its subsidiariesSubsidiaries' ability salaried or hourly employees, (c) under which any person may receive payments subject to terminate employees at will; the tax imposed by Section 4999 of the Code, or (bd) any agreement or plan, including any stock option plan, stock appreciation right plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement 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 disclosed in Section 5.12 of the Disclosure Schedule, neither Loomis nor any of its Subsidiaries is a party to any (ci) Contract relating to or granting a Lien securing the borrowing of money or the guarantee of any material agreement obligation for the borrowing of indemnificationmoney, any material guaranty (ii) Contract or any instrument evidencing indebtedness for borrowed money by way other document that substantially limits the freedom of direct loan, sale of debt securities, purchase money obligation, conditioned sale, or otherwise; (d) any agreement, obligation or commitment containing covenants purporting to limit or which effectively limit the Company's Loomis or any of its subsidiaries' freedom Subsidiaries to compete in any line of business or with any Person or in any geographic area or which would so limit Company or Surviving Corporation the freedom of Newco or any of its subsidiaries Subsidiaries to so compete after the Effective Time or granting any exclusive distribution or other exclusive rights; Closing, (eiii) any agreement or commitment currently in force Contract relating to the acquisition or disposition or acquisition of any business by Company Loomis or any of its subsidiaries after Subsidiaries, (iv) Contract with the date Stockholders or any of this Agreement of a material amount of assets not in the ordinary course of business, their other Affiliates or pursuant to which Company has any material ownership or participation interest in any corporation, partnership, joint venture, strategic alliance or (v) other business enterprise other than Company's subsidiaries; (f) any agreement or commitment with any affiliate of the Company Contract that is material to Loomis and its Subsidiaries, taken as a whole. Except as set forth in Section 5.12 of the Company; and (g) any agreement Disclosure Schedule and except as would not reasonably be expected to have, individually or commitment currently in force providing for capital expenditures by Company or its subsidiaries in excess of $250,000.00. The agreements required to be disclosed in the Company Disclosure Letter pursuant to clauses (a) through (g) above or pursuant to Section 2.9 or that are or would be required to be filed with any Company SEC Report ("COMPANY CONTRACTS") are valid and in full force and effectaggregate, except to the extent that such invalidity would not have a Material Adverse Effect on Company. Except as disclosed Loomis, each Contract described in Section 5.12 of the Company Disclosure Letter pursuant Schedule, or required to clauses (a) through (g) above or pursuant to Section 2.9 be so described, is a valid and except as disclosed binding obligation of the parties thereto and is in any Company SEC Report, full force and effect without amendment and neither Company Loomis nor any of its subsidiariesSubsidiaries nor, nor to Company's knowledgethe knowledge of Loomis, any other party thereto, thereto is (or with the giving of notice or lapse of time or both would be) in breach, violation breach or default under, and neither Company nor under any of its subsidiaries has received written notice that it has breached, violated or defaulted, such agreements in any material respect. Except as set forth in the Section 5.12 of the terms Disclosure Schedule, each party has performed all obligations required to be performed by it through the date hereof under the agreements so described in Section 5.12 of the Disclosure Schedule and is not (with or conditions without lapse of time or giving notice, or both) in breach or default under any Company Contract in such a manner as would have a Material Adverse Effect on CompanyContract.

Certain Agreements. Except as otherwise set forth in the applicable lettered subsection of Part 2.14 2.16 of the Company Disclosure Letter or the Company SEC ReportsSchedule, neither the Company nor any of its subsidiaries is a party to or is bound by: (a) any employment or consulting agreement or commitment with any employee Employee or member of the Company's ’s Board of Directors, that, individually providing any term of employment or in the aggregate, is material to Company, other than those that are terminable by Company compensation guarantee or any consulting agreement or any employment agreement that provides severance benefits or other benefits after the termination of its subsidiaries on no more than thirty days notice without liability employment or financial obligationservices of such person regardless of the reason for such termination, except to the extent general principles of wrongful termination law may limit Company's or any of its subsidiaries' ability to terminate employees at willas required by applicable law; (b) any agreement or plan, including any stock option plan, stock appreciation right plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (c) any material agreement of indemnification, indemnification by the Company or any of its subsidiaries or any material guaranty by the Company or any of its subsidiaries, but excluding any agreement of indemnification and any guaranty entered into in connection with the distribution, sale or license of the Company’s or its subsidiaries’ products or services or the procurement of any third-party products or services, in each case in the ordinary course of business; (d) any loan agreement, promissory note or other instrument evidencing indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditioned conditional sale, or otherwiseotherwise in excess of $50,000; (de) any agreement, obligation or commitment containing covenants purporting to limit or which effectively that limit the Company's ’s or any of its subsidiaries' ’ freedom to compete in any line of business or in any geographic area (but excluding field of use, territorial and like limitations with respect to Intellectual Property licensed to the Company or any of its subsidiaries) or which would so limit Parent, the Company or the Surviving Corporation or any of its subsidiaries after the Effective Time or granting any exclusive distribution or other exclusive rights; (ef) any agreement or commitment currently in force relating to the disposition or acquisition by the Company or any of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of businessbusiness and consistent with past practice, or pursuant to which the Company has any material ownership or participation interest in any corporation, partnership, joint venture, strategic alliance or other business enterprise other than the Company's ’s subsidiaries; (fg) any licensing, distribution, resale or other agreement, contract or commitment with regard to the distribution, sale or licensing of any Company products under which the Company received in excess of $1,000,000 during the fiscal year ended March 30, 2007; (h) agreement to forgive any indebtedness of any person to the Company or any of its subsidiaries in excess of $50,000; (i) any Real Estate Agreements; (j) agreement pursuant to which the Company or any of its subsidiaries (A) has been granted license rights under any intellectual property rights of any third party that are material to the operation of its business (other than (i) licenses of off-the-shelf commercial software programs and (ii) non-disclosure agreements and other agreements entered into between the Company and its subsidiaries in the ordinary course of business); (B) incorporates any third-party intellectual property in any of its products; or (C) has granted to any third party an exclusive license of any Company Intellectual Property Rights owned by the Company or any of its subsidiaries or any license of source code (excluding customary source code escrow arrangements entered into in the ordinary course of business); (k) agreement obligating the Company or any of its subsidiaries to make aggregate payments in excess of $250,000 to any third party during the twelve-month period ending June 30, 2008 which is not terminable by the Company or any of its subsidiaries without penalty or further liability exceeding $50,000 upon 30 days’ notice or less (excluding Real Estate Agreements); (l) other than such agreements addressed by Section 2.16(g), agreement pursuant to which the Company or any of its subsidiaries (A) reasonably expects to receive aggregate payments in excess of $250,000 during the twelve-month period ending June 30, 2008 or (B) reasonably expects to recognize revenue in such aggregate amount during such period; (m) agreement or commitment with any affiliate of the Company that is material to the Company; and; (gn) any agreement or commitment currently in force providing for capital expenditures by the Company or any of its subsidiaries in excess of $250,000.00250,000; or (o) other agreement or commitment that is material to the business of the Company and its subsidiaries, taken as a whole, as presently conducted. The agreements Each agreement, contract, obligation, plan or commitment that is required to be disclosed in the Company Disclosure Letter Schedule pursuant to clauses (a) through (gp) above or pursuant to Section 2.9 and each agreement, contract, obligation, plan or commitment that are is or would be is required to be filed with any Company SEC Report shall be referred to herein as a “Company Contract.” Each Company Contract is enforceable against the Company ("COMPANY CONTRACTS"except as such enforceability may be subject to laws of general application relating to bankruptcy, insolvency, and the relief of debtors and rules of law governing specific performance, injunctive relief, or other equitable remedies) are valid and in full force and effectand, except to the extent that Company’s knowledge, is enforceable against the other party or parties thereto (except as such invalidity enforceability may be subject to laws of general application relating to bankruptcy, insolvency, and the relief of debtors and rules of law governing specific performance, injunctive relief, or other equitable remedies). Except as would not reasonably be expected to have a Material Adverse Effect on the Company. Except as disclosed in the Company Disclosure Letter pursuant to clauses (a) through (g) above or pursuant to Section 2.9 and except as disclosed in any Company SEC Report, neither the Company nor any of its subsidiaries, nor to the Company's ’s knowledge, any other party thereto, is in breach, violation or default under, and neither the Company nor any of its subsidiaries has received written notice alleging that it has breached, violated or defaulteddefaulted under, any of the terms or conditions of any Company Contract in such a manner as would have a Material Adverse Effect on Companypermit any other party thereto to cancel or terminate any such Company Contract, or would permit any other party to seek damages or other remedies for any or all such alleged breaches, violations or defaults.

Certain Agreements. Except as otherwise set forth in the applicable lettered subsection of Part 2.14 3.14 of the Company Disclosure Letter or the Company SEC ReportsSchedule, neither the Company nor any of its subsidiaries is a party to or is bound by: (a) any employment or consulting agreement or commitment with any employee or member of the Company's Board of Directors, that, individually providing any term of employment or in the aggregate, is material to Company, other than those that are terminable by Company compensation guarantee or any consulting agreement or any employment agreement that provides severance benefits or other benefits after the termination of its subsidiaries on no more than thirty days notice without liability or financial obligationemployment of such employee regardless of the reason for such termination of employment, except to the extent general principles of wrongful termination law may limit Company's or any of its subsidiaries' ability to terminate employees at willas required by applicable law; (b) any agreement or plan, including any stock option plan, stock appreciation right plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (c) any material agreement of indemnification, other than licenses entered into in the ordinary course of business; (d) any material agreement of any guaranty or any instrument evidencing indebtedness for borrowed money by way of credit facility, direct loan, sale of debt securities, purchase money obligation, conditioned conditional sale, or otherwiseotherwise (any disclosure of which in Part 3.14(d) of the Company Disclosure Schedule shall set forth the corresponding amount of such indebtedness for borrowed money outstanding thereunder); (de) any agreement, obligation or commitment containing covenants purporting to limit or which effectively limit the Company's or any of its subsidiaries' freedom to compete in any line of business or in any geographic area or which would so limit Parent, the Company or the Surviving Corporation or any of its subsidiaries after the Effective Time or granting any exclusive distribution or other exclusive rights; (ef) any agreement or commitment currently in force relating to the disposition or acquisition by the Company or any of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business, or pursuant to which the Company has any material ownership or participation interest in any corporation, partnership, joint venture, strategic alliance or other business enterprise other than the Company's subsidiaries; (fg) any licensing, distribution, resale or other agreement, contract or commitment with regard to the acquisition, distribution, resale or licensing of any Intellectual Property Rights other than licenses, distribution, resale agreements, advertising agreements, or other similar agreement entered into in the ordinary course of business consistent with past practice; (h) agreement to forgive any indebtedness in excess of $20,000 of any person to the Company or any subsidiary; (i) agreement regarding the lease of real property involving rental obligations in excess of $75,000 per annum, or agreement regarding the purchase of real property; (j) loan agreement, promissory note or other evidence of indebtedness for borrowed money; (k) agreement pursuant to which the Company or any subsidiary (A) uses any intellectual property of any third party that is material to the operation of its business (other than off-the-shelf commercial software programs with respect to which no future license or royalty payment will become due), (B) incorporates any third party intellectual property in any of its products; or (C) has granted to any third party an exclusive license of any Intellectual Property Rights owned by the Company or any license of its source code (including customary source code escrow arrangements entered into in the ordinary course of business); (l) agreement obligating the Company or any subsidiary to make aggregate payments in excess of $150,000 to any third party during the two-year period ending September 30, 2007; (m) agreement pursuant to which the Company or any subsidiary (A) reasonably expects to receive aggregate payments in excess of $200,000 during the two year period ending September 30, 2007 or (B) reasonably expects to recognize revenue in such aggregate amount during such two year period; (n) agreement or commitment with any affiliate of the Company that is material to the Company; and; (go) any agreement or commitment currently in force providing for capital expenditures by the Company or its subsidiaries in excess of $250,000.00112,500; or (p) any other agreement or commitment currently in effect that is material to the Company's or its subsidiaries' business as presently conducted. The agreements Each agreement that is required to be disclosed in the Company Disclosure Letter Schedule pursuant to clauses (a) through (go) above or pursuant to Section 2.9 or 3.9 and each agreement that are or would be is required to be filed with any Company SEC Report as a "material contract" (as defined by 601 of Regulation S-K) shall be referred to herein as a "COMPANY CONTRACTS") are CONTRACT." Each Company Contract is valid and in full force and effect, except to . Neither the extent that such invalidity would not have a Material Adverse Effect on Company. Except as disclosed in the Company Disclosure Letter pursuant to clauses (a) through (g) above or pursuant to Section 2.9 and except as disclosed in any Company SEC Report, neither Company nor any of its subsidiaries, nor to the Company's knowledgeKnowledge, any other party thereto, is in breach, violation or default under, and neither the Company nor any of its subsidiaries has received written notice alleging that it has breached, violated or defaulteddefaulted under, any of the terms or conditions of any Company Contract in such a manner as would have a Material Adverse Effect on Companypermit any other party thereto to cancel or terminate any such Company Contract, or would permit any other party to seek material damages or other remedies for any or all such alleged breaches, violations, or defaults.

Certain Agreements. Except as set forth in Part 2.14 (a) Item 3.10(a) of the Company Disclosure Letter sets forth a list of all of the following contracts, agreements, leases, mortgages, indentures, notes or other obligations (collectively, "Contracts") to which the Company SEC Reportsor any of it Subsidiaries is a party or otherwise bound: (i) material Contracts of partnership, neither joint venture or strategic alliance or with stockholders or a significant business partner; (ii) Contracts containing covenants of the Company nor or any of its subsidiaries Subsidiaries not to compete in any line of business or with any person in any geographical area; (iii) Contracts relating to any material acquisition or divestiture, consummated within the last three years, of any operating business or assets or capital stock of any person; (iv) Contracts relating to the borrowing of money or guarantee of any payment by a third party in excess of $10 million; (v) confidentiality Contracts with respect to information relating to the Company or any of its Subsidiaries (other than such Contracts entered into in contemplation of a possible business combination); (vi) any other Contracts pursuant to the terms of which there is either a party current or future obligation or right of the Company or any of its Subsidiaries to make payment or incur obligations in excess of $5 million or receive payment or value in excess of $5 million which can be canceled without liability, premium or penalty only on ninety days or more notice; and (vii) Contracts with the ten largest client accounts of the Company and its Subsidiaries and any other Contract which is bound by:material (without regard to dollar value) to the Company and its Subsidiaries taken as a whole (such Contracts required to be listed in item 3.11(a) of the Company Letter being referred to herein as the "Company Material Contracts"). (ab) There have been delivered or made available to Parent true, complete and correct copies of all Company Material Contracts. To the Knowledge of the Company, all Company Material Contracts are valid and binding upon the Company or one of its Subsidiaries, as the case may be, in accordance with their terms. There exists no event of default by the Company or its Subsidiaries under any employment of such Company Material Contracts or, to the Knowledge of the Company, by any third party thereto, nor any event which, with notice or consulting agreement lapse of time or commitment with both, would constitute an event of default by the Company or any employee or member of Company's Board its Subsidiaries thereunder, except in each case for any event of Directors, default that, individually or in the aggregate, is material to Company, other than those that are terminable by would not have a Material Adverse Effect on the Company or prevent or materially delay the consummation of the Merger. (c) Except as listed in item 3.11(c) of the Company Letter, neither the Company nor any of its subsidiaries on no more than thirty days notice without liability or financial obligation, except Subsidiaries is a party to the extent general principles of wrongful termination law may limit Company's or any of its subsidiaries' ability to terminate employees at will; (b) any agreement or plan, including any stock option plan, stock appreciation right rights plan, restricted stock plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (c) . No holder of any material agreement option to purchase shares of indemnification, any material guaranty or any instrument evidencing indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditioned saleCompany Common Stock, or otherwise; (d) any agreement, obligation or commitment containing covenants purporting to limit or which effectively limit shares of Company Common Stock granted in connection with the Company's or any performance of its subsidiaries' freedom to compete in any line of business or in any geographic area or which would so limit services for the Company or Surviving Corporation its Subsidiaries, is or any of its subsidiaries after will be entitled to receive cash from the Effective Time or granting any exclusive distribution or other exclusive rights; (e) any agreement or commitment currently in force relating to the disposition or acquisition by Company or any Subsidiary in lieu of its subsidiaries after or in exchange for such option or shares as a result of the date of transactions contemplated by this Agreement of a material amount of assets not in the ordinary course of business, or pursuant (subject to which Company has any material ownership or participation interest in any corporation, partnership, joint venture, strategic alliance or other business enterprise other than Company's subsidiaries; (fSection 5.8). Item 3.11(c) any agreement or commitment with any affiliate of the Company that is material Letter sets forth the estimated amount which would be payable to each of the Company; and top five highest paid officers of the Company and its Subsidiaries in the United States under (gi) any employment, severance, continuity or similar agreement or commitment currently (ii) any cancellation and cash-out of Company Stock Options, in force providing for capital expenditures by Company or its subsidiaries in excess of $250,000.00. The agreements required to be disclosed in each case assuming the Company Disclosure Letter pursuant to clauses (a) through (g) above or pursuant to Section 2.9 or that are or would be required to be filed with any Company SEC Report ("COMPANY CONTRACTS") are valid and in full force and effect, except to the extent that such invalidity would not have a Material Adverse Effect on Company. Except as disclosed in the Company Disclosure Letter pursuant to clauses (a) through (g) above or pursuant to Section 2.9 and except as disclosed in any Company SEC Report, neither Company nor any of its subsidiaries, nor to Company's knowledge, any other party thereto, is in breach, violation or default under, and neither Company nor any of its subsidiaries has received written notice that it has breached, violated or defaulted, any consummation of the terms or conditions Merger and the termination without cause of any Company Contract in such a manner as would have a Material Adverse Effect on Companyperson's employment.

Certain Agreements. Except as set forth in Part 2.14 Section 3.2(j) of the Company Enterbank Disclosure Letter Schedule sets forth a listing of all of the following contracts and other agreements, oral or the Company SEC Reports, neither Company nor any of its subsidiaries is a party to written (which are currently in force or is bound by: (a) any employment or consulting agreement or commitment with any employee or member of Company's Board of Directors, that, individually or which may in the aggregate, is material future be operative in any respect) to Company, other than those that are terminable by Company which Enterbank or any of its subsidiaries on no more than thirty days notice without liability Subsidiaries is a party or financial obligation, except by or to the extent general principles of wrongful termination law may limit Company's which Enterbank or any of its subsidiaries' ability to terminate Subsidiaries or any of their respective assets or properties are bound or subject: (i) consulting agreements not terminable on six months or less notice involving the payment of more than $25,000 per annum, or union, guild or collective bargaining agreements covering any employees at will; in the United States, (bii) agreements with any officer or other key employee of Enterbank or any of its Subsidiaries (x) providing any term of employment or (y) the benefits of which are contingent, or the terms of which are materially altered, upon the occurrence of a transaction involving Enterbank of the nature contemplated by this Agreement, (iii) any agreement or plan, including any stock option plan, stock appreciation right plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; , (civ) any material agreement of indemnification, any material guaranty contracts and other agreements for the sale or any instrument evidencing indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditioned sale, or otherwise; lease (d) any agreement, obligation or commitment containing covenants purporting to limit or which effectively limit the Company's other than where Enterbank or any of its subsidiaries' freedom Subsidiaries is a lessor) of any assets or properties (other than in the ordinary course of business) or for the grant to compete in any line of business or in any geographic area or which would so limit Company or Surviving Corporation person (other than to Enterbank or any of its subsidiaries after the Effective Time Subsidiaries) of any preferential rights to purchase any assets or granting any exclusive distribution or properties, (v) contracts and other exclusive rights; (e) any agreement or commitment currently in force agreements relating to the disposition or acquisition by Company Enterbank or any of its subsidiaries after the date Subsidiaries of this Agreement any operating business or entity or any interest therein, (vi) contracts or other agreements under which Enterbank or any of a material amount of assets not its Subsidiaries agrees to indemnify any party, other than in the ordinary course of business, consistent with past practice, or pursuant to which Company has share a tax liability of any material ownership party, (vii) contracts and other agreements containing covenants restricting Enterbank or participation interest any of its Subsidiaries from competing in any corporationline of business or with any person in any geographical area or requiring Enterbank or any of its Subsidiaries to engage in any line of business, partnership, joint venture, strategic alliance (viii) contracts or other business enterprise agreements (other than Company's subsidiaries; contracts in the ordinary course of their banking business) relating to the borrowing of money by Enterbank or any of its Subsidiaries, or the direct or indirect guaranty by Enterbank or any of its Subsidiaries of any obligation for, or an agreement by Enterbank or any of its Subsidiaries to service, the repayment of borrowed money, or any other contingent obligations of Enterbank or any of its Subsidiaries in respect of indebtedness of any other person, and (fix) any other material contract or other agreement whether or commitment with any affiliate of the Company that is material to the Company; and (g) any agreement or commitment currently in force providing for capital expenditures by Company or its subsidiaries in excess of $250,000.00. The agreements required to be disclosed not made in the Company Disclosure Letter pursuant to clauses (a) through (g) above or pursuant to Section 2.9 or that are or would be ordinary course of business, including any contract required to be filed with by Enterbank pursuant to Item 601(b)(10) of Regulation S-K of the SEC. There have been delivered or made available to CGB true and complete copies of all of the contracts and other agreements set forth in Section 3.2(j) of the Enterbank Disclosure Schedule and in any Company SEC Report ("COMPANY CONTRACTS"other Section of the Enterbank Disclosure Schedule. Except as set forth in Section 3.2(j) are valid of the Enterbank Disclosure Schedule, each such contract and other agreement is in full force and effecteffect and constitutes a legal, except valid and binding obligation of Enterbank or its Subsidiaries, as the case may be, and to the extent that such invalidity would not have a Material Adverse Effect on Company. Except as disclosed in the Company Disclosure Letter pursuant to clauses (a) through (g) above or pursuant to Section 2.9 and except as disclosed in any Company SEC Reportbest knowledge of Enterbank, neither Company nor any of its subsidiaries, nor to Company's knowledge, any each other party thereto, is enforceable in breachaccordance with its terms subject, violation as to enforceability, to bankruptcy, insolvency and other laws of general applicability relating to or default underaffecting creditors' rights and to general equity principles. Neither Enterbank nor any Subsidiary of Enterbank has received any notice, and neither Company nor whether written or oral, of termination or intention to terminate from any other party to such contract or agreement. None of Enterbank or any of its subsidiaries Subsidiaries or (to the best knowledge of Enterbank) any other party to any such contract or agreement is in violation or breach of or default under any such contract or agreement (or with or without notice or lapse of time or both, would be in violation or breach of or default under any such contract or agreement), which violation, breach or default has received written notice that it has breachedhad or would have, violated individually or defaultedin the aggregate, any of the terms or conditions of any Company Contract in such a manner as would have a Material Adverse Effect material adverse effect on CompanyEnterbank.

Certain Agreements. Except as set forth in Part 2.14 Section 3.1(j) of the Company SierraWest Disclosure Letter Schedule sets forth a listing of all of the following contracts and other agreements, oral or the Company SEC Reports, neither Company nor any of its subsidiaries is a party to written (which are currently in force or is bound by: (a) any employment or consulting agreement or commitment with any employee or member of Company's Board of Directors, that, individually or which may in the aggregate, is material future be operative in any respect) to Company, other than those that are terminable by Company which SierraWest or any of its subsidiaries on no more than thirty days notice without liability Subsidiaries is a party or financial obligation, except by or to the extent general principles of wrongful termination law may limit Company's which SierraWest or any of its subsidiaries' ability to terminate Subsidiaries or any of their respective assets or properties are bound or subject: (i) consulting agreements not terminable on six months or less notice involving the payment of more than $25,000 per annum, or union, guild or collective bargaining agreements covering any employees at will; in the United States, (bii) agreements with any officer or other key employee of SierraWest or any of its Subsidiaries (x) providing any term of employment or (y) the benefits of which are contingent, or the terms of which are materially altered, upon the occurrence of a transaction involving SierraWest of the nature contemplated by this Agreement, (iii) any agreement or plan, including any stock option plan, stock appreciation right plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; , (civ) any material agreement of indemnification, any material guaranty contracts and other agreements for the sale or any instrument evidencing indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditioned sale, or otherwise; lease (d) any agreement, obligation or commitment containing covenants purporting to limit or which effectively limit the Company's other than where SierraWest or any of its subsidiaries' freedom Subsidiaries is a lessor) of any assets or properties (other than in the ordinary course of business) or for the grant to compete in any line of business or in any geographic area or which would so limit Company or Surviving Corporation person (other than to SierraWest or any of its subsidiaries after the Effective Time Subsidiaries) of any preferential rights to purchase any assets or granting any exclusive distribution or properties, (v) contracts and other exclusive rights; (e) any agreement or commitment currently in force agreements relating to the disposition or acquisition by Company SierraWest or any of its subsidiaries after the date Subsidiaries of this Agreement any operating business or entity or any interest therein, (vi) contracts or other agreements under which SierraWest or any of a material amount of assets not its Subsidiaries agrees to indemnify any party, other than in the ordinary course of business, consistent with past practice, or pursuant to which Company has share a tax liability of any material ownership party, (vii) contracts and other agreements containing covenants restricting SierraWest or participation interest any of its Subsidiaries from competing in any corporationline of business or with any person in any geographical area or requiring SierraWest or any of its Subsidiaries to engage in any line of business, partnership, joint venture, strategic alliance (viii) contracts or other business enterprise agreements (other than Company's subsidiaries; contracts in the ordinary course of their banking business) relating to the borrowing of money by SierraWest or any of its Subsidiaries, or the direct or indirect guaranty by SierraWest or any of its Subsidiaries of any obligation for, or an agreement by SierraWest or any of its Subsidiaries to service, the repayment of borrowed money, or any other contingent obligations of SierraWest or any of its Subsidiaries in respect of indebtedness of any other person, and (fix) any other material contract or other agreement whether or commitment with any affiliate of the Company that is material to the Company; and (g) any agreement or commitment currently in force providing for capital expenditures by Company or its subsidiaries in excess of $250,000.00. The agreements required to be disclosed not made in the Company Disclosure Letter pursuant to clauses (a) through (g) above or pursuant to Section 2.9 or that are or would be ordinary course of business, including any contract required to be filed with by SierraWest pursuant to Item 601(b)(10) of Regulation S-K of the SEC. There have been delivered or made available to BC true and complete copies of all of the contracts and other agreements set forth in Section 3.1(j) of the SierraWest Disclosure Schedule or in any Company SEC Report ("COMPANY CONTRACTS"other Section of the SierraWest Disclosure Schedule. Except as set forth in Section 3.1(j) are valid of the SierraWest Disclosure Schedule, each such contract and other agreement is in full force and effecteffect and constitutes a legal, except valid, and binding obligation of SierraWest or its Subsidiaries, as the case may be, and to the extent that such invalidity would not have a Material Adverse Effect on Company. Except as disclosed in the Company Disclosure Letter pursuant to clauses (a) through (g) above or pursuant to Section 2.9 and except as disclosed in any Company SEC Reportbest knowledge of SierraWest, neither Company nor any of its subsidiaries, nor to Company's knowledge, any each other party thereto, is enforceable in breachaccordance with its terms. Neither SierraWest nor any Subsidiary of SierraWest has received any notice, violation whether written or default underoral, and neither Company nor of termination or intention to terminate from any other party to such contract or agreement. None of SierraWest or any of its subsidiaries Subsidiaries or (to the best knowledge of SierraWest) any other party to any such contract or agreement is in violation or breach of or default under any such contract or agreement (or with or without notice or lapse of time or both, would be in violation or breach of or default under any such contract or agreement), which violation, breach, or default has received written notice that it has breachedhad or would have, violated individually or defaultedin the aggregate, any of the terms or conditions of any Company Contract in such a manner as would have a Material Adverse Effect material adverse effect on CompanySierraWest.

Certain Agreements. Except as set forth discussed in Part 2.14 the Bancshares Reports filed prior to the date of this Agreement or as disclosed in the Company Bancshares Disclosure Letter or Letter, and except for this Agreement and the Company SEC Reportsagreements expressly contemplated hereby, neither Company Bancshares nor any of its subsidiaries Liberty is a party to any oral or is bound by: written (ai) any consulting or employment or consulting agreement or commitment with other agreement providing any employee term of employment, compensation guarantee, or member of Company's Board of Directorsseverance benefit, that(ii) union or collective bargaining agreement, individually or in the aggregate, is material to Company, other than those that are terminable by Company or any of its subsidiaries on no more than thirty days notice without liability or financial obligation, except to the extent general principles of wrongful termination law may limit Company's or any of its subsidiaries' ability to terminate employees at will; (biii) any agreement or plan, including any stock option plan, stock appreciation right plan plan, restricted stock option or stock purchase plan, any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; , (civ) any material contract, agreement or other instrument or undertaking which is not terminable by Bancshares without additional payment or penalty within sixty (60) days and obligates Bancshares or Liberty for payments or other consideration for a value in excess of indemnificationTen Thousand Dollars ($10,000.00), any material guaranty other than loan agreements entered into in the ordinary course of business, (v) contract, agreement or any instrument evidencing indebtedness for borrowed money by way understanding to repurchase assets previously sold (or to indemnify or otherwise compensate the purchaser in respect to such assets) (other than repurchase agreements entered into in the normal course of direct loan, sale of debt securities, purchase money obligation, conditioned sale, or otherwise; business); (dvi) any agreement, obligation or commitment contract containing covenants purporting to limit or which effectively limit the Company's liability of Bancshares or any of its subsidiaries' freedom Liberty to compete in any line of business or in with any geographic area person or which would so limit Company or Surviving Corporation or involve any restriction of its subsidiaries after the Effective Time or granting any exclusive distribution or other exclusive rights; (e) any agreement or commitment currently geographical area in force relating to the disposition or acquisition by Company or any of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of businesswhich, or pursuant to which Company has any material ownership method by which, Bancshares or participation interest in any corporationLiberty, partnershipas applicable, joint venture, strategic alliance or other may carry on its business enterprise (other than Company's subsidiaries; (f) any agreement or commitment with any affiliate of the Company that is material to the Company; and (g) any agreement or commitment currently in force providing for capital expenditures by Company or its subsidiaries in excess of $250,000.00. The agreements required to be disclosed in the Company Disclosure Letter pursuant to clauses (a) through (g) above or pursuant to Section 2.9 or that are or would as may be required to be filed with any Company SEC Report by law or applicable regulatory authorities); or ("COMPANY CONTRACTS"vii) are valid and in full force and effect, except to the extent that such invalidity would not have a Material Adverse Effect on Companyother executory material agreement. Except as disclosed set forth in the Company Bancshares Disclosure Letter pursuant to clauses (a) through (g) above or pursuant to Section 2.9 and except as disclosed in any Company SEC ReportLetter, neither Company Bancshares nor any of its subsidiaries, nor to Company's knowledge, any other party thereto, Liberty is in breach, violation or default under, and neither Company nor any of its subsidiaries has received written notice that it has breached, violated or defaulted, any of the terms or conditions Violation of any Company Contract loan or credit agreement, note, mortgage, indenture or other agreement, obligation or instrument applicable to Bancshares or Liberty or their respective properties or assets, except for any such Violations that would not, individually or in such a manner as would the aggregate, have a Bancshares Material Adverse Effect on CompanyEffect.

Certain Agreements. Except (i) Schedule 3.1(k) contains a true and complete list of all agreements, arrangements or understandings (a) listed or which would be required to be listed as set forth an exhibit to the Company's Annual Report on Form 10-K for the year ended December 31, 1997 under the rules and regulations of the SEC, (b) relating to indebtedness for money borrowed by the Company or any Subsidiary, which individually or in Part 2.14 the aggregate represent an amount greater than $1,000,000 excluding trade credit or payables in the ordinary course of business, (c) creating any guarantee or keepwell arrangement or other agreement to be liable for the obligations of another Person other than the Company or its wholly owned Subsidiaries, (d) providing for payments or the receipt of payments or the sale, purchase or exchange of goods or services worth in excess of $1,000,000 (or in 19 fact resulting in such payments for 1997), (e) with any agent/dealer/retailer for the Company's products or services, (f) any joint venture or partnership agreement, (g) with any paging enterprise for the reselling of products or services, (h) which is an interest rate, equity or other swap or derivative instrument, (i) containing any provision or covenant limiting the ability of the Company Disclosure Letter or its Subsidiaries or any of its or their affiliates to sell any products or services of or to any other person, engage in any line of business or compete with or to obtain products or services from any person or limiting the ability of any person to provide products or services to the Company SEC Reportsor any of its Subsidiaries or affiliates and (j) cell site leases (collectively, the "Company Material Contracts"). The Company has previously provided Parent with true and correct copies of each of the Company Material Contracts, as in effect on the date hereof. (ii) All Company Material Contracts are valid and enforceable and in full force and effect except to the extent they have previously expired in accordance with their terms, and neither the Company nor any of its subsidiaries is Subsidiaries has violated any provision of, or committed or failed to perform any act which, with or without notice, lapse of time, or both, could reasonably be expected to constitute a party to default under the provisions of, any such Company Material Contract, except for any invalidity, unenforceability or is bound by: (a) any employment or consulting agreement or commitment with any employee or member of Company's Board of Directors, thatdefaults which, individually or in the aggregate, is material could not reasonably be expected to Company, other than those that are terminable by Company or any of its subsidiaries on no more than thirty days notice without liability or financial obligation, except to the extent general principles of wrongful termination law may limit Company's or any of its subsidiaries' ability to terminate employees at will; (b) any agreement or plan, including any stock option plan, stock appreciation right plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (c) any material agreement of indemnification, any material guaranty or any instrument evidencing indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditioned sale, or otherwise; (d) any agreement, obligation or commitment containing covenants purporting to limit or which effectively limit the Company's or any of its subsidiaries' freedom to compete in any line of business or in any geographic area or which would so limit Company or Surviving Corporation or any of its subsidiaries after the Effective Time or granting any exclusive distribution or other exclusive rights; (e) any agreement or commitment currently in force relating to the disposition or acquisition by Company or any of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business, or pursuant to which Company has any material ownership or participation interest in any corporation, partnership, joint venture, strategic alliance or other business enterprise other than Company's subsidiaries; (f) any agreement or commitment with any affiliate of the Company that is material to the Company; and (g) any agreement or commitment currently in force providing for capital expenditures by Company or its subsidiaries in excess of $250,000.00. The agreements required to be disclosed in the Company Disclosure Letter pursuant to clauses (a) through (g) above or pursuant to Section 2.9 or that are or would be required to be filed with any Company SEC Report ("COMPANY CONTRACTS") are valid and in full force and effect, except to the extent that such invalidity would not have a Material Adverse Effect on the Company. Except as disclosed To the knowledge of the Company, no counterparty to any such Company Material Contract has violated any provision of, or committed or failed to perform any act which, with or without notice, lapse of time, or both, could reasonably be expected to constitute a default or other breach under the provisions of, such the Company Material Contract, except for defaults or breaches which, individually or in the Company Disclosure Letter pursuant aggregate, could not reasonably be expected to clauses (a) through (g) above or pursuant to Section 2.9 and except as disclosed in any Company SEC Report, neither Company nor any of its subsidiaries, nor to Company's knowledge, any other party thereto, is in breach, violation or default under, and neither Company nor any of its subsidiaries has received written notice that it has breached, violated or defaulted, any of the terms or conditions of any Company Contract in such a manner as would have a Material Adverse Effect on the Company. The Company has no obligations under that certain Joint Venture Agreement, dated as of January 19, 1990, as amended.

Certain Agreements. Except as otherwise set forth in Part 2.14 the applicable lettered subsection of the Company Disclosure Letter or the Company SEC ReportsSchedule, neither the Company nor any of its subsidiaries is a party to or is bound by: (a) any employment or consulting agreement or commitment with any employee or member of the Company's Board of Directors, that, individually providing any term of employment or in the aggregate, is material to Company, other than those that are terminable by Company compensation guarantee or any consulting agreement or any employment agreement that provides severance benefits or other benefits after the termination of its subsidiaries on no more than thirty days notice without liability or financial obligationemployment of such employee regardless of the reason for such termination of employment, except to the extent general principles of wrongful termination law may limit Company's or any of its subsidiaries' ability to terminate employees at willas required by applicable law; (b) any agreement or plan, including any stock option plan, stock appreciation right plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (c) any material agreement of indemnification, any material guaranty or any instrument evidencing indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditioned conditional sale, or otherwise; (d) any agreement, obligation or commitment containing covenants purporting to limit or which effectively limit the Company's or any of its subsidiaries' freedom to compete in any line of business or in any geographic area or which would so limit Parent, the Company or the Surviving Corporation or any of its subsidiaries after the Effective Time or granting any exclusive distribution or other exclusive rights; (e) any agreement or commitment currently in force relating to the disposition or acquisition by the Company or any of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business, or pursuant to which the Company has any material ownership or participation interest in any corporation, partnership, joint venture, strategic alliance or other business enterprise other than the Company's subsidiaries; (f) any licensing, distribution, resale or other agreement, contract or commitment with regard to the acquisition, distribution, resale or licensing of any Intellectual Property Rights other than licenses, distribution, resale agreements, advertising agreements, or other similar agreement entered into in the ordinary course of business consistent with past practice; (g) agreement to forgive any indebtedness in excess of $5,000 of any person to the Company or any subsidiary; (h) agreement regarding the lease of real property involving rental obligations in excess of $50,000 per annum, or agreement regarding the purchase of real property; (i) loan agreement, promissory note or other evidence of indebtedness for borrowed money; (j) agreement pursuant to which the Company or any subsidiary (A) uses any intellectual property of any third party that is material to the operation of its business (other than off-the-shelf commercial software programs with respect to which no future license or royalty payment will become due), (B) incorporates any third party intellectual property in any of its products; or (C) has granted to any third party an exclusive license of any Intellectual Property Rights owned by the Company or any license of its source code (including customary source code escrow arrangements entered into in the ordinary course of business); (k) agreement obligating the Company or any subsidiary to make aggregate payments in excess of $50,000 to any third party during the two-year period ending June 30, 2006; (l) agreement pursuant to which the Company or any subsidiary (A) reasonably expects to receive aggregate payments in excess of $100,000 during the two year period ending June 30, 2006 or (B) reasonably expects to recognize revenue in such aggregate amount during such two year period; (m) agreement or commitment with any affiliate of the Company that is material to the Company; and; (gn) any agreement or commitment currently in force providing for capital expenditures by the Company or its subsidiaries in excess of $250,000.0050,000; or (o) any other agreement or commitment currently in effect that is material to the Company's or its subsidiaries' business as presently conducted and proposed to be conducted. The agreements Each agreement that is required to be disclosed in the Company Disclosure Letter Schedule pursuant to clauses (a) through (go) above or pursuant to Section 2.9 or and each agreement that are or would be is required to be filed with any Company SEC Report (shall be referred to herein as a "COMPANY CONTRACTS") are CONTRACT." Each Company Contract is valid and in full force and effect, except to . Neither the extent that such invalidity would not have a Material Adverse Effect on Company. Except as disclosed in the Company Disclosure Letter pursuant to clauses (a) through (g) above or pursuant to Section 2.9 and except as disclosed in any Company SEC Report, neither Company nor any of its subsidiaries, nor to the Company's knowledge, any other party thereto, is in breach, violation or default under, and neither the Company nor any of its subsidiaries has received written notice alleging that it has breached, violated or defaulteddefaulted under, any of the terms or conditions of any Company Contract in such a manner as would have a Material Adverse Effect on Companypermit any other party thereto to cancel or terminate any such Company Contract, or would permit any other party to seek material damages or other remedies for any or all such alleged breaches, violations, or defaults.

Certain Agreements. Except as set forth disclosed in Part 2.14 of the Company Disclosure Letter Schedule or the Company SEC ReportsDocuments and except for this Agreement and the Stock Option Agreement, as of the date of this Agreement, neither the Company nor any of its subsidiaries Subsidiaries is a party to any written or, to the Company's knowledge, oral (i) consulting or is bound by: independent contractor agreement (aother than contracts entered into in the ordinary course of business) any employment not terminable on 30 days' or consulting less notice or involving the payment of more than $25,000 per annum, or union, guild or collective bargaining agreement, (ii) material joint venture, (iii) noncompetition or similar agreement that restricts the Company or commitment its Subsidiaries from engaging in a line of business, (iv) agreement with any executive officer or other employee of the Company or member any Subsidiary of Company's Board the Company the benefits of Directorswhich are contingent, thator the terms of which are materially altered, individually upon the occurrence of a transaction involving the Company or in NSB of the aggregatenature contemplated by this Agreement or the Stock Option Agreement, is material to Company(v) agreement with any executive officer or other employee of the Company or any Subsidiary of the Company providing for other than at-will employment, other than those that individuals who are terminable by treated as employed for purposes of vesting with respect to benefits under any Company or any of its subsidiaries on no Benefit Plan and who (A) have such status for not more than thirty days notice without liability or financial obligation, except three years and (B) in respect to which the extent general principles of wrongful termination law may limit Company's or obligation to make any of its subsidiaries' ability to terminate employees at will; payments do not exceed $25,000 per annum, (bvi) any agreement or plan, including any severance or "golden parachute" agreement, or any stock option plan, 22 retirement or Pension Plan, stock appreciation right rights plan, restricted stock plan or stock purchase plan, any of the benefits of which will be payable or increased, or the vesting of the benefits of which will be accelerated, by as a result of the occurrence of any of the transactions contemplated by this Agreement or the Stock Option 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 or the Stock Option Agreement; , (cvii) any material real property lease with annual rental payments aggregating $25,000 or more, (viii) any other contract or agreement of indemnificationwhich would be required to be disclosed as an exhibit to the Company's annual report to the SEC on Form 10-K and which has not been so disclosed, any material guaranty or any instrument evidencing indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditioned sale, or otherwise; (dix) any agreement, obligation arrangement or commitment containing covenants purporting not made in the ordinary course of business consistent with past practice (and not otherwise disclosed in the Company Disclosure Schedule) that is material to limit the Company on a consolidated basis, or which effectively limit any contract, agreement or understanding relating to the Company's sale or disposition by the Company or any of its subsidiaries' freedom to compete in any line Subsidiaries of business significant assets or in any geographic area or which would so limit businesses of the Company or Surviving Corporation or any of its subsidiaries after the Effective Time or granting Subsidiaries, (x) any exclusive distribution material agreement, indenture, credit agreement or other exclusive rights; (e) any agreement or commitment currently in force instrument relating to the disposition borrowing of money by the Company or acquisition any of its Subsidiaries (other than certificates of deposit and customary savings bank funding instruments) or the guarantee by the Company or any such Subsidiary of any such obligation. Neither the Company nor any of its Subsidiaries is in default under any material agreement, commitment, arrangement, lease, insurance policy or other instrument, whether entered into in the ordinary course of business or otherwise and whether written or oral and there has not occurred any event that, with the giving of notice or the lapse of time or both, which constitutes such a default, except in all cases where such default would not, individually or in the aggregate, have a Material Adverse Effect on the Company. Neither the Company or any of its Subsidiaries has received any notice or has any knowledge that any other party is in default in any respect under any contract, agreement, commitment, arrangement, lease, insurance policy other instrument to which the Company or any of its subsidiaries after is a party or by which the date Company or any of this Agreement of a material amount of assets its Subsidiaries or the assets, business or operations thereof may be bound or affected or under which it or its respective assets, business or operations receives benefits, except for those defaults which have not had, or cannot reasonably be expected to have, individually or in the ordinary course of businessaggregate, or pursuant to which Company has any material ownership or participation interest in any corporation, partnership, joint venture, strategic alliance or other business enterprise other than Company's subsidiaries; (f) any agreement or commitment with any affiliate of the Company that is material to the Company; and (g) any agreement or commitment currently in force providing for capital expenditures by Company or its subsidiaries in excess of $250,000.00. The agreements required to be disclosed in the Company Disclosure Letter pursuant to clauses (a) through (g) above or pursuant to Section 2.9 or that are or would be required to be filed with any Company SEC Report ("COMPANY CONTRACTS") are valid and in full force and effect, except to the extent that such invalidity would not have a Material Adverse Effect on Company. Except as disclosed in the Company Disclosure Letter pursuant to clauses (a) through (g) above or pursuant to Section 2.9 and except as disclosed in any Company SEC Report, neither Company nor any of its subsidiaries, nor to Company's knowledge, any other party thereto, is in breach, violation or default underEffect, and neither Company nor there has not occurred any event that with the lapse of its subsidiaries has received written time or the giving of notice that it has breached, violated or defaulted, any of the terms or conditions of any Company Contract in both would constitute such a manner as would default. True and correct copies of all such agreements referred to above in this Section 3.01(u), have a Material Adverse Effect on been delivered or otherwise made available to Parent by the Company.

Certain Agreements. Except as set forth in Part 2.14 of (a) Neither the Company Disclosure Letter or the Company SEC Reports, neither Company nor any of its subsidiaries Subsidiaries is a party to any oral or is bound by: (a) any employment or consulting agreement or commitment with any employee or member of Company's Board of Directors, that, individually or in the aggregate, is material to Company, other than those that are terminable by Company or any of its subsidiaries on no more than thirty days notice without liability or financial obligation, except to the extent general principles of wrongful termination law may limit Company's or any of its subsidiaries' ability to terminate employees at will; (b) any written agreement or plan, including any stock option plan, stock appreciation right rights plan, restricted stock plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement 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 (i) as expressly required or permitted by this Agreement, (ii) for accelerated vesting of Company Options, and (iii) for the Company Change in Control Payments. (cb) The transactions contemplated by this Agreement will not constitute a “change of control” under, require the consent from or the giving of notice to any third party pursuant to, or accelerate the vesting of or lapse of repurchase rights or other rights under, the terms, conditions or provisions of any loan or commitment letter, note, bond, mortgage, indenture, license, or any material lease, contract, agreement of indemnification, any material guaranty or any instrument evidencing indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditioned sale, or otherwise; (d) any agreement, obligation or commitment containing covenants purporting to limit or which effectively limit the Company's or any of its subsidiaries' freedom to compete in any line of business or in any geographic area or which would so limit Company or Surviving Corporation or any of its subsidiaries after the Effective Time or granting any exclusive distribution or other exclusive rights; (e) any agreement instrument or commitment currently in force relating obligation to which the disposition or acquisition by Company or any of its subsidiaries after Subsidiaries is a party or by which any of them or any of their properties or assets may be bound, except (i) for the date Company Change in Control Payments, (ii) for the Company’s repayment in full its credit facility with Bank of this Agreement of a material amount of assets not in America, (iii) for any payment required to be made to the ordinary course of business, or pursuant to which Company has any material ownership or participation interest in any corporation, partnership, joint venture, strategic alliance or other business enterprise other than Company's subsidiaries; (f) any agreement or commitment with any affiliate holders of the Company that is material Series A Preferred pursuant to the Company’s Certificate of Incorporation, and (iv) for acceleration of principal and interest due under any of the Seller Notes or Company Notes; andprovided, however, that the Company makes no representation as to the effect on the consummation of the Merger and the other transactions contemplated by this Agreement on any real estate lease or equipment lease. (gc) any agreement or commitment currently in force providing for capital expenditures There are no amounts payable by the Company or its subsidiaries in excess Subsidiaries to any officers of $250,000.00. The agreements required to be disclosed in the Company Disclosure Letter pursuant to clauses or its Subsidiaries (ain their capacity as officers) through (g) above or pursuant to Section 2.9 or that are or would be required to be filed with as a result of the transactions contemplated by this Agreement and/or any Company SEC Report ("COMPANY CONTRACTS") are valid and in full force and effectsubsequent employment termination, except to the extent that such invalidity would not have a Material Adverse Effect on Company. Except as disclosed in for the Company Disclosure Letter pursuant to clauses (a) through (g) above or pursuant to Section 2.9 and except as disclosed Change in any Company SEC Report, neither Company nor any of its subsidiaries, nor to Company's knowledge, any other party thereto, is in breach, violation or default under, and neither Company nor any of its subsidiaries has received written notice that it has breached, violated or defaulted, any of the terms or conditions of any Company Contract in such a manner as would have a Material Adverse Effect on CompanyControl Payments.

Certain Agreements. (a) Except as filed as exhibits to the Company SEC Documents filed prior to the Amendment Date and except as set forth in Part 2.14 Section 3.11(a) of the Company Disclosure Letter or Letter, as of the Company SEC ReportsAmendment Date, neither the Company nor any of its subsidiaries Subsidiaries is a party to or is bound by: by (ai) any employment Contract which is a "material contract" (as such term is defined in Item 601(b)(10) of Regulation S-K under the Exchange Act); (ii) any Contract which purports to materially limit or consulting agreement restrict any line of business or commitment localities in which the Company or any of its Affiliates (including Parent or any of its Subsidiaries following the Merger) may conduct business, excluding any limitations on scope or territory of use of third party Intellectual Property Rights that may be set forth in licenses under which the Company or any of its Subsidiaries is the licensee, or any material Contract which obligates the Company or any of its Affiliates (including Parent or any of its Subsidiaries following the Merger) to extend most favored nation pricing to any Person or any Contract imposing exclusivity obligations on the Company or any of its Affiliates (including Parent or any of its Subsidiaries following the Merger) with respect to customers or suppliers or imposing obligations on the Company or any employee of its Affiliates (including Parent or member any of its Subsidiaries following the Merger) with respect to non-solicitation of customers or suppliers; (iii) any Contract which requires any payment by the Company or its Subsidiaries in excess of $3,000,000 in any year and which is not terminable within one year without penalty, or which requires any payment to the Company or its Subsidiaries in excess of $1,000,000 in any year and which is not terminable within one year without penalty; (iv) any Contract under which the Company or any of its Subsidiaries is indebted for borrowed money (or may become so indebted) or any guaranty by the Company or any of its Subsidiaries of indebtedness for borrowed money; (v) any Contract relating to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets, or otherwise) entered into since January 1, 2001 or any Contract relating to the acquisition or disposition of assets entered into since January 1, 2001, which involves an asset value in excess of $5,000,000; (vi) any Employee Agreement (as hereinafter defined); (vii) any material Contract of indemnification or any guaranty of a material obligation (other than an obligation of the Company or any of its Subsidiaries) by the Company or any of its Subsidiaries other than any Contract entered into in connection with the sale or license by or to the Company or any of its Subsidiaries of products or services in the ordinary course of business; (viii) any Contract to provide source code to any third party for any product or technology that is material to the Company and its Subsidiaries, taken as a whole, except for Contracts providing for source code to be released from escrow upon insolvency or bankruptcy; (ix) any material Contract, to license any third party to use, manufacture or reproduce any Company product, service or Intellectual Property Right or any material Contract to sell, distribute or market any Company product, service or Intellectual Property Right, other than, in each case, end-user license and sale Contracts and related maintenance and support Contracts entered into in the ordinary course of business; (x) any settlement Contract which materially affects the conduct of the Company's Board or any of Directorsits Subsidiaries' businesses; and (xi) any other Contract that is material to the Company and its Subsidiaries, thattaken as a whole. Except for Contracts for which disclosure is prohibited by confidentiality provisions, the Company has previously made available to Parent complete and correct copies of each Contract of the type described in this Section 3.11 which was entered into prior to the Amendment Date. All Contracts of the type described in this Section 3.11 shall be referred to as "Company Contracts" regardless of whether they were entered into before or after the Amendment Date. All of the Company Contracts are valid and in full force and effect (except those which are cancelled, rescinded or terminated after the Amendment Date in accordance with their terms), except where the failure to be in full force and effect would not, individually or in the aggregate, is material have a Material Adverse Effect on the Company. Except as set forth in Section 3.11(a) of the Company Letter, to the Knowledge of the Company, other than those that are terminable by no Person is challenging the validity or enforceability of any Company Contract, except such challenges which would not, individually or in the aggregate, have a Material Adverse Effect on the Company. Except as set forth in Section 3.11(a) of the Company Letter, neither the Company nor any of its subsidiaries on no more than thirty days Subsidiaries and, to the Knowledge of the Company, none of the other parties thereto, is in breach of any provision of, or committed or failed to perform any act which (with or without notice without liability or financial obligationlapse of time or both) would constitute a default under the provisions of, any Company Contract, except to for those violations and defaults which would not, individually or in the extent general principles of wrongful termination law may limit aggregate, have a Material Adverse Effect on the Company's or any of its subsidiaries' ability to terminate employees at will;. (b) Except as set forth in Section 3.11(b) of the Company Letter, neither the Company nor any agreement of its Subsidiaries is a party to any Contract or written or oral plan, including any stock option plan, stock appreciation right rights plan, restricted stock plan or stock purchase plan, with or relating to any current or former employee, director, officer or consultant, any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of the Merger, the Subsequent Merger or any of the other 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;. No holder of any (i) option to purchase shares of Company Common Stock; (ii) rights under the Company Stock Purchase Plan; or (iii) shares of Company Common Stock granted in connection with the performance of services for the Company or its Subsidiaries, is or will be entitled to receive cash from the Company or any Subsidiary in lieu of or in exchange for such option or shares in connection with the Merger, the Subsequent Merger or any of the other transactions contemplated hereby. Section 3.11(b) of the Company Letter sets forth the total amount of indebtedness owed to the Company or its Subsidiaries from each officer or director of the Company and its Subsidiaries. (c) any material agreement For purposes of indemnificationthis Agreement, any material guaranty "Employee Agreement" means each management, employment, severance, retention, consulting or other Contract between the Company, or any instrument evidencing indebtedness for borrowed money by way ERISA Affiliate, and any current or former employee, director or officer of direct loan, sale of debt securities, purchase money obligation, conditioned sale, the Company or otherwise; (d) any agreement, obligation or commitment containing covenants purporting to limit or which effectively limit ERISA Affiliate other than offer letters used in the Company's or any of its subsidiaries' freedom to compete in any line ordinary course -29- of business or in any geographic area or which would so limit Company or Surviving Corporation or any of its subsidiaries after the Effective Time or granting any exclusive distribution that do not provide for severance or other exclusive rights; (e) payments after termination of employment or acceleration of any agreement equity award or commitment currently in force relating termination letters or Contracts with respect to the disposition or acquisition by Company or any of its subsidiaries after the date of this Agreement of a material amount of assets not former employees entered into in the ordinary course of business, or pursuant business prior to which the Amendment Date if the Company has any material ownership or participation interest in any corporation, partnership, joint venture, strategic alliance and its Subsidiaries have no further payment or other business enterprise other than Company's subsidiaries; (f) any agreement or commitment with any affiliate of the Company that is material to the Company; and (g) any agreement or commitment currently in force providing for capital expenditures by Company or its subsidiaries in excess of $250,000.00. The agreements required to be disclosed in the Company Disclosure Letter pursuant to clauses (a) through (g) above or pursuant to Section 2.9 or that are or would be required to be filed with any Company SEC Report ("COMPANY CONTRACTS") are valid and in full force and effect, except to the extent that such invalidity would not have a Material Adverse Effect on Company. Except as disclosed in the Company Disclosure Letter pursuant to clauses (a) through (g) above or pursuant to Section 2.9 and except as disclosed in any Company SEC Report, neither Company nor any of its subsidiaries, nor to Company's knowledge, any other party thereto, is in breach, violation or default under, and neither Company nor any of its subsidiaries has received written notice that it has breached, violated or defaulted, any of the terms or conditions of any Company Contract in such a manner as would have a Material Adverse Effect on Companyobligations thereunder.

Certain Agreements. Except as otherwise set forth in the applicable lettered subsection of Part 2.14 of the Company Disclosure Letter or the Company SEC ReportsLetter, neither Company nor any of its subsidiaries is a party to or is bound by: (a) any employment or consulting agreement or commitment with any employee or member of Company's Board of Directors, that, individually providing any term of employment or in the aggregate, is material to Company, other than those that are terminable by Company compensation guarantee or any consulting agreement or any employment agreement that provides severance benefits or other benefits after the termination of its subsidiaries on no more than thirty days notice without liability or financial obligationemployment of such employee regardless of the reason for such termination of employment, except to the extent general principles of wrongful termination law may limit Company's or any of its subsidiaries' ability to terminate employees at willas required by applicable law; (b) any agreement or plan, including any stock option plan, stock appreciation right plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement 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;of (c) any material agreement of indemnificationindemnification (other than standard indemnification agreements in licenses in the form provided to Parent), any material guaranty or any instrument evidencing indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditioned conditional sale, or otherwise; (d) any agreement, obligation or commitment containing covenants purporting to limit or which effectively limit the Company's or any of its subsidiaries' freedom to compete in any line of business or in any geographic area or which would so limit Parent, Company or Surviving Corporation or any of its subsidiaries after the Effective Time or granting any exclusive distribution or other exclusive rights; (e) any agreement or commitment currently in force relating to the disposition or acquisition by Company or any of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business, or pursuant to which Company has any material ownership or participation interest in any corporation, partnership, joint venture, strategic alliance or other business enterprise other than Company's subsidiaries; (f) any licensing, distribution, resale or other agreement, contract or commitment with regard to the acquisition, distribution, resale or licensing of any material Intellectual Property other than licenses, distribution, resale agreements, advertising agreements, or other similar agreement entered into in the ordinary course of business consistent with past practice or disclosed in Part 2.9(f) of the Company Disclosure Letter; (g) any agreement or commitment with any affiliate of the Company that is material to the Company; andor (gh) any agreement or commitment currently in force providing for capital expenditures by Company or its subsidiaries in excess of $250,000.0050,000. The agreements Each agreement that is required to be disclosed in the Company Disclosure Letter pursuant to clauses (a) through (gh) above or pursuant to Section 2.9 or and each agreement that are or would be is currently in force and required to be filed with any Company SEC Report (shall be referred to herein as a "COMPANY CONTRACTSCONTRACT") are . Each Company Contract is valid and in full force and effect, except to the extent that such invalidity would not have a Material Adverse Effect on Company. Except as disclosed in the Company Disclosure Letter pursuant to clauses (a) through (g) above or pursuant to Section 2.9 and except as disclosed in any Company SEC Report, neither Neither Company nor any of its subsidiaries, nor to Company's knowledge, any other party thereto, is in material breach, violation or default under, and neither Company nor any of its subsidiaries has received written notice alleging that it has materially breached, violated or defaulteddefaulted under, any of the terms or conditions of any Company Contract in such a manner as would have a Material Adverse Effect on Companypermit any other party thereto to cancel or terminate any such Company Contract, or would permit any other party to seek material damages or other remedies for any or all such alleged breaches, violations, or defaults.

Certain Agreements. Except as set forth disclosed in Part 2.14 Section 4.11 of ------------------ the Company Disclosure Letter or the Company SEC ReportsSchedule, neither Company Xxxxx Fargo nor any of its subsidiaries Subsidiaries is a party to any agreement, plan or is bound by: (a) any employment or consulting agreement or commitment arrangement with any officer, director or employee or member of Company's Board of Directors, that, individually or in the aggregate, is material to Company, other than those that are terminable by Company Xxxxx Fargo or any of its subsidiaries on no more Subsidiaries (a) the benefits of which are contingent, or the terms of which are materially altered, upon the occurrence of any of the transactions contemplated by this Agreement, (b) providing benefits after the termination of employment regardless of the reason for such termination of employment, other than thirty days notice without liability or financial obligation, except benefits generally applicable to the extent general principles of wrongful termination law may limit CompanyXxxxx Fargo's or any Subsidiary's salaried or hourly employees, (c) under which any person may receive payments subject to the tax imposed by Section 4999 of its subsidiaries' ability to terminate employees at will; the Code, or (bd) any agreement or plan, including any stock option plan, stock appreciation right plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement 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 disclosed in Section 4.11 of the Disclosure Schedule, neither Xxxxx Fargo nor any of its Subsidiaries is a party to any (ci) Contract relating to or granting a Lien on the Transferred Assets securing the borrowing of money or the guarantee of any material agreement obligation for the borrowing of indemnificationmoney, any material guaranty (ii) Contract or any instrument evidencing indebtedness for borrowed money by way other document that substantially limits the freedom of direct loan, sale of debt securities, purchase money obligation, conditioned sale, or otherwise; (d) any agreement, obligation or commitment containing covenants purporting to limit or which effectively limit the Company's Xxxxx Fargo or any of its subsidiaries' freedom Subsidiaries to compete in any line of business or with any Person or in any geographic area or which would so limit Company or Surviving Corporation the freedom of Newco or any of its subsidiaries Subsidiaries to so compete after the Effective Time or granting any exclusive distribution or other exclusive rights; Closing, (eiii) any agreement or commitment currently in force Contract relating to the acquisition or disposition or acquisition of any business by Company Xxxxx Fargo or any of its subsidiaries after Subsidiaries that will be assumed by Newco at the date Closing, (iv) Contract with Xxxx-Xxxxxx or any of this Agreement of a material amount of assets not in its other Affiliates that will be assumed by Newco at the ordinary course of business, Closing or pursuant to which Company has any material ownership or participation interest in any corporation, partnership, joint venture, strategic alliance or (v) other business enterprise other than Company's subsidiaries; (f) any agreement or commitment with any affiliate of the Company Contract that is material to Xxxxx Fargo and its Subsidiaries, taken as a whole. Except as set forth in Section 4.11 of the Company; and (g) any agreement Disclosure Schedule and except as would not reasonably be expected to have, individually or commitment currently in force providing for capital expenditures by Company or its subsidiaries in excess of $250,000.00. The agreements required to be disclosed in the Company Disclosure Letter pursuant to clauses (a) through (g) above or pursuant to Section 2.9 or that are or would be required to be filed with any Company SEC Report ("COMPANY CONTRACTS") are valid and in full force and effectaggregate, except to the extent that such invalidity would not have a Material Adverse Effect on Company. Except as disclosed Xxxxx Fargo, each Contract described in Section 4.11 of the Company Disclosure Letter pursuant Schedule, or required to clauses (a) through (g) above or pursuant to Section 2.9 be so described, is a valid and except as disclosed binding obligation of the parties thereto and is in any Company SEC Report, full force and effect without amendment and neither Company Xxxxx Fargo nor any of its subsidiariesSubsidiaries nor, nor to Company's knowledgethe knowledge of Xxxxx Fargo, any other party thereto, thereto is (or with the giving of notice or lapse of time or both would be) in breach, violation breach or default under, and neither Company nor under any of its subsidiaries has received written notice that it has breached, violated or defaulted, any of the terms or conditions of any Company Contract in such a manner as would have a Material Adverse Effect on CompanyContract.

Certain Agreements. (a) Except as filed as exhibits to the Company SEC Documents filed prior to the date hereof and except as set forth in Part 2.14 Section 3.11(a) of the Company Disclosure Letter or the Company SEC ReportsLetter, neither Company nor any of its subsidiaries Subsidiaries is a party to or is bound by: (ai) any employment Contract which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K under the Exchange Act); (ii) any Contract which purports to limit or consulting agreement restrict the manner or commitment localities in which Company or any of its Affiliates (including GWBI or any of its Subsidiaries following the Merger) may conduct business or the types or lines of business in which any of them may engage, or any Contract which obligates Company or any of its Affiliates (including GWBI or any of its Subsidiaries following the Merger) to extend most-favored nation pricing or other rights to any Person, or any Contract imposing exclusivity obligations on Company or any of its Affiliates (including GWBI or any of its Subsidiaries following the Merger) or imposing obligations on Company or any of its Affiliates (including GWBI or any of its Subsidiaries following the Merger) with respect to non-solicitation provisions; (iii) any Contract which requires any payment by Company or any of its Subsidiaries in excess of $50,000 in any year or which requires any payment to Company or any of its Subsidiaries in excess of $100,000 in any year, in each case other than extensions of credit made by Company Bank; and, with respect to each such Contract, Company’s good faith estimate of the breakage costs; (iv) any Contract relating to the purchase, sale, lease, remodeling or refurbishing of real property; (v) any Contract the primary purpose of which is to provide for the indemnification or guaranty of the obligations of any Person by Company or its Subsidiaries; (vi) any Contract with any current or former employee of Company or member any of its Subsidiaries or with any Related Person involving aggregate payments to or from Company or any of its Subsidiaries in excess of $200,000; (vii) since June 30, 2012, any Contract relating to the acquisition or disposition of any business (whether by merger, sale or purchase of stock or assets or otherwise); (viii) any settlement Contract which affects the current or future conduct of Company's Board ’s or its Subsidiaries’ businesses or under which future payments are required to be made by Company or any of Directorsits Subsidiaries;` (ix) any Contract which provides for, thator relates to, the incurrence by Company or any Subsidiary of indebtedness for or the guaranty of borrowed money (including any interest rate or non-U.S. currency swap, cap, collar, hedge or insurance agreements, commodity swaps or options, forwards, or futures or derivatives or futures on such agreements, or other similar agreements for the purpose of managing the interest rate and/or non-U.S. exchange risk associated with its financing), other than agreements among direct or indirect wholly owned Company Subsidiaries, deposit account (c) All of Company Contracts are valid and in full force and effect (except those which are canceled, rescinded or terminated after the date hereof in accordance with their terms), except where the failure to be in full force and effect would not, individually or in the aggregate, is material to Company, other than those that are terminable by Company or any of its subsidiaries on no more than thirty days notice without liability or financial obligation, except to the extent general principles of wrongful termination law may limit Company's or any of its subsidiaries' ability to terminate employees at will; (b) any agreement or plan, including any stock option plan, stock appreciation right plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (c) any material agreement of indemnification, any material guaranty or any instrument evidencing indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditioned sale, or otherwise; (d) any agreement, obligation or commitment containing covenants purporting to limit or which effectively limit the Company's or any of its subsidiaries' freedom to compete in any line of business or in any geographic area or which would so limit Company or Surviving Corporation or any of its subsidiaries after the Effective Time or granting any exclusive distribution or other exclusive rights; (e) any agreement or commitment currently in force relating to the disposition or acquisition by Company or any of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business, or pursuant to which Company has any material ownership or participation interest in any corporation, partnership, joint venture, strategic alliance or other business enterprise other than Company's subsidiaries; (f) any agreement or commitment with any affiliate of the Company that is material to the Company; and (g) any agreement or commitment currently in force providing for capital expenditures by Company or its subsidiaries in excess of $250,000.00. The agreements required to be disclosed in the Company Disclosure Letter pursuant to clauses (a) through (g) above or pursuant to Section 2.9 or that are or would be required to be filed with any Company SEC Report ("COMPANY CONTRACTS") are valid and in full force and effect, except to the extent that such invalidity would not have a Material Adverse Effect on Company. Except as disclosed in No Person is challenging the Company Disclosure Letter pursuant to clauses (a) through (g) above validity or pursuant to Section 2.9 and except as disclosed in any Company SEC Report, neither Company nor any of its subsidiaries, nor to Company's knowledge, any other party thereto, is in breach, violation or default under, and neither Company nor any of its subsidiaries has received written notice that it has breached, violated or defaulted, any of the terms or conditions enforceability of any Company Contract Contract, except such challenges which would not, individually or in such a manner as would the aggregate, have a Material Adverse Effect on Company.. Neither Company nor any of its Subsidiaries and, to the Knowledge of the Company, none of the other parties thereto, is in breach of any provision of, or committed or failed to perform any act which (with or without notice or lapse of time or both) would constitute a default under the provisions of, any Company Contract, except for those violations and defaults which would not, individually or in the aggregate, have a Material Adverse Effect on Company. Section 3.12

Certain Agreements. Except as set forth in Part 2.14 of the Company Disclosure Letter or the Company SEC Reports, neither Neither Company nor any of its subsidiaries is a ------------------ party to or is bound by: (a) any employment or consulting agreement or commitment Contract with any employee or member of Company's Board of Directors, that, individually or in the aggregate, is material to Company, other than those that are terminable by Company or any of its subsidiaries on no more than thirty days notice without liability or financial obligation, except to the extent general principles of wrongful termination law or good faith and fair dealing may limit Company's or any of its subsidiaries' ability to terminate employees at will, or any consulting Contract; (b) any agreement or planContract, including any stock option plan, stock appreciation right plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (c) any material agreement Contract of indemnification, any material guaranty or any instrument evidencing indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditioned conditional sale, or otherwise; (d) any agreement, obligation or commitment Contract containing covenants purporting to limit or which effectively limit the Company's or any of its subsidiaries' freedom to compete in any line of business or in any geographic area or which would so limit Company or Surviving Corporation or any of its subsidiaries after the Effective Time or granting any exclusive distribution or other exclusive rights; (e) any agreement or commitment Contract currently in force relating to the disposition or acquisition by Company or any of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business, or pursuant to which Company has any material ownership or participation interest in any corporation, partnership, joint venture, strategic alliance or other business enterprise other than Company's subsidiaries; (f) any agreement or commitment Contract with any affiliate of the Company that is material regard to the Company; andacquisition or licensing of any material Intellectual Property other than licenses, assignment, or other similar Contracts entered into in the ordinary course of business consistent with past practice; (g) any agreement Contract with any (i) officer, (ii) director, (iii) holder of 5% or commitment currently more of the capital stock of Company or (iv) subsidiary, in force any case of (i), (ii) and (iv), of Company or any subsidiary of Company; (h) any executed but not fully performed Contract providing for capital expenditures by Company or its subsidiaries in excess of $250,000.00500,000; (i) any Contract material to the performance of Company's and its subsidiaries' network operations (such Contracts listed on Part 2.14(i) of the Company Disclosure Letter being a "Material Network Contract"); (j) any Contract related to access to any material third party database or data collection; (k) any material billing and collection or clearing house Contract; or (l) any other Contract currently in effect, the cancellation of which would have a Material Adverse Effect on Company. The agreements Contracts required to be disclosed in the Company Disclosure Letter pursuant to clauses (a) through (gl) above or pursuant to Section 2.9 or that are or would be required to be filed with any Company SEC Report ("COMPANY CONTRACTSCompany Contracts") are valid and in full force and effect, except to the extent that such invalidity would not have a Material Adverse Effect on be material to Company. Except as disclosed in the Company Disclosure Letter pursuant to clauses (a) through (g) above or pursuant to Section 2.9 and except as disclosed in any Company SEC Report, neither Neither Company nor any of its subsidiaries, nor to Company's knowledge, any other party thereto, is in material breach, violation or default under, and neither Company nor any of its subsidiaries has received written notice that it has materially breached, violated or defaulted, any of the terms or conditions of any Company Contract in such a manner as would have a Material Adverse Effect on be material to Company.

Certain Agreements. Except as set forth in Part 2.14 SECTION 3.13 of the Company Disclosure Letter or the Company SEC ReportsLetter, neither the Company nor any of its subsidiaries Subsidiaries is a party to or is bound by: (a) any employment oral or consulting agreement or commitment with any employee or member of Company's Board of Directors, that, individually or in the aggregate, is material to Company, other than those that are terminable by Company or any of its subsidiaries on no more than thirty days notice without liability or financial obligation, except to the extent general principles of wrongful termination law may limit Company's or any of its subsidiaries' ability to terminate employees at will; (b) any agreement written Contract or plan, including any employment agreement, severance agreement, stock option plan, stock appreciation right rights plan, restricted stock plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement Agreement; (b) any Contract that is material to the business, properties, assets, liabilities, financial condition or the value results of any operations of the benefits of which will be calculated on the basis of any of the transactions contemplated by this AgreementCompany and its subsidiaries, taken as a whole; (c) any material agreement (or group of indemnification, related agreements) for the lease of personal property to or from any material guaranty or any instrument evidencing indebtedness Person providing for borrowed money by way lease payments in excess of direct loan, sale of debt securities, purchase money obligation, conditioned sale, or otherwise$100,000 per annum; (d) any agreementagreement (or group of related agreements) other than ordinary course purchase orders consistent with past practice for the purchase or sale of raw materials, obligation or commitment containing covenants purporting to limit or which effectively limit the Company's or any of its subsidiaries' freedom to compete in any line of business or in any geographic area or which would so limit Company or Surviving Corporation or any of its subsidiaries after the Effective Time or granting any exclusive distribution commodities, supplies, products, or other exclusive rightspersonal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than one year, or involve total consideration in excess of $500,000; (e) any agreement (or commitment currently group of related agreements) under which it has created, incurred, assumed, or guaranteed any Indebtedness in force relating to the disposition excess of $100,000, including any capital lease obligation, or acquisition by Company or under which it has imposed a Lien on any of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of businessassets, tangible or pursuant to which Company has any material ownership or participation interest in any corporation, partnership, joint venture, strategic alliance or other business enterprise other than Company's subsidiariesintangible; (f) any agreement concerning confidentiality, noncompetition or commitment with any affiliate other similar agreement which restricts or may hereafter restrict the geographic or operational scope of the business of the Company that is material or any of its Subsidiaries or the ability of the Company or any of its Subsidiaries to the Company; andenter into new lines of business; (g) any collective bargaining agreement; (h) any agreement for the employment of any individual on a full-time, part-time, consulting, or commitment currently in force other basis providing for capital expenditures by Company or its subsidiaries annual compensation in excess of $250,000.00100,000 or providing severance benefits; (i) any agreement under which it has advanced or loaned in an amount in excess of $50,000 to any of its directors, officers, and employees outside the ordinary course of business consistent with past practices; (j) any other agreement (or group of related agreements) other than ordinary course purchase orders consistent with past practice, the performance of which involves consideration in excess of $250,000. The agreements required Company has delivered to be disclosed Parent a correct and complete copy of each written agreement listed in SECTION 3.13 of the Company Disclosure Letter pursuant (as amended to clauses (a) through (g) above date). There are no oral material agreements to which the Company or pursuant any of its Subsidiaries is a party. Each Contract to Section 2.9 which the Company or that are any of its Subsidiaries is a party is valid and binding on the Company or would be required to be filed with any Company SEC Report ("COMPANY CONTRACTS") are valid its Subsidiary, as applicable, and in full force and effect, except effect and the Company and each Subsidiary have performed the obligations required to be performed by them to the extent that date hereof under each such invalidity would not have a Material Adverse Effect on CompanyContract in all material respects. Except as disclosed set forth in SECTION 3.13 of the Company Disclosure Letter pursuant Letter, with respect to clauses each such Contract: (ai) through (g) above or pursuant to Section 2.9 and except as disclosed in any Company SEC Reportthe Knowledge of the Company, neither Company nor any of its subsidiaries, nor to Company's knowledge, any other no party thereto, is in breach, violation and no event has occurred which with notice or default underlapse of time would constitute a breach, and neither Company nor any of its subsidiaries has received written notice that it has breachedor permit termination, violated modification, or defaultedacceleration, any under the agreement; (ii) to the Knowledge of the terms or conditions Company, no party has repudiated any provision of any Company Contract the agreement; and (iii) no 280(g) liability under the Code would be triggered under such agreement in such a manner as would have a Material Adverse Effect on Companyconnection with the transactions contemplated by this Agreement.

Certain Agreements. Except as set forth disclosed in Part 2.14 Section 4.11 of the Company Disclosure Letter or the Company SEC ReportsSchedule, neither Company Xxxxx Fargo nor any of its subsidiaries Subsidiaries is a party to any agreement, plan or is bound by: (a) any employment or consulting agreement or commitment arrangement with any officer, director or employee or member of Company's Board of Directors, that, individually or in the aggregate, is material to Company, other than those that are terminable by Company Xxxxx Fargo or any of its subsidiaries on no more Subsidiaries (a) the benefits of which are contingent, or the terms of which are materially altered, upon the occurrence of any of the transactions contemplated by this Agreement, (b) providing benefits after the termination of employment regardless of the reason for such termination of employment, other than thirty days notice without liability or financial obligation, except benefits generally applicable to the extent general principles of wrongful termination law may limit CompanyXxxxx Fargo's or any Subsidiary's salaried or hourly employees, (c) under which any person may receive payments subject to the tax imposed by Section 4999 of its subsidiaries' ability to terminate employees at will; the Code, or (bd) any agreement or plan, including any stock option plan, stock appreciation right plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement 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 disclosed in Section 4.11 of the Disclosure Schedule, neither Xxxxx Fargo nor any of its Subsidiaries is a party to any (ci) Contract relating to or granting a Lien on the Transferred Assets securing the borrowing of money or the guarantee of any material agreement obligation for the borrowing of indemnificationmoney, any material guaranty (ii) Contract or any instrument evidencing indebtedness for borrowed money by way other document that substantially limits the freedom of direct loan, sale of debt securities, purchase money obligation, conditioned sale, or otherwise; (d) any agreement, obligation or commitment containing covenants purporting to limit or which effectively limit the Company's Xxxxx Fargo or any of its subsidiaries' freedom Subsidiaries to compete in any line of business or with any Person or in any geographic area or which would so limit Company or Surviving Corporation the freedom of Newco or any of its subsidiaries Subsidiaries to so compete after the Effective Time or granting any exclusive distribution or other exclusive rights; Closing, (eiii) any agreement or commitment currently in force Contract relating to the acquisition or disposition or acquisition of any business by Company Xxxxx Fargo or any of its subsidiaries after Subsidiaries that will be assumed by Newco at the date Closing, (iv) Contract with Xxxx-Xxxxxx or any of this Agreement of a material amount of assets not in its other Affiliates that will be assumed by Newco at the ordinary course of business, Closing or pursuant to which Company has any material ownership or participation interest in any corporation, partnership, joint venture, strategic alliance or (v) other business enterprise other than Company's subsidiaries; (f) any agreement or commitment with any affiliate of the Company Contract that is material to Xxxxx Fargo and its Subsidiaries, taken as a whole. Except as set forth in Section 4.11 of the Company; and (g) any agreement Disclosure Schedule and except as would not reasonably be expected to have, individually or commitment currently in force providing for capital expenditures by Company or its subsidiaries in excess of $250,000.00. The agreements required to be disclosed in the Company Disclosure Letter pursuant to clauses (a) through (g) above or pursuant to Section 2.9 or that are or would be required to be filed with any Company SEC Report ("COMPANY CONTRACTS") are valid and in full force and effectaggregate, except to the extent that such invalidity would not have a Material Adverse Effect on Company. Except as disclosed Xxxxx Fargo, each Contract described in Section 4.11 of the Company Disclosure Letter pursuant Schedule, or required to clauses (a) through (g) above or pursuant to Section 2.9 be so described, is a valid and except as disclosed binding obligation of the parties thereto and is in any Company SEC Report, full force and effect without amendment and neither Company Xxxxx Fargo nor any of its subsidiariesSubsidiaries nor, nor to Company's knowledgethe knowledge of Xxxxx Fargo, any other party thereto, thereto is (or with the giving of notice or lapse of time or both would be) in breach, violation breach or default under, and neither Company nor under any of its subsidiaries has received written notice that it has breached, violated or defaulted, any of the terms or conditions of any Company Contract in such a manner as would have a Material Adverse Effect on CompanyContract.

Certain Agreements. (a) Except as set forth in Part 2.14 Section 3.11(a) of the Company Disclosure Letter or the Company SEC ReportsLetter, neither the Company nor any of its subsidiaries Subsidiaries is a party to any oral or is bound by: (a) any employment or consulting written agreement or commitment with any employee or member plan relating to the compensation of Company's Board employees of Directors, that, individually or in the aggregate, is material to Company, other than those that are terminable by Company or any of its subsidiaries on no more than thirty days notice without liability or financial obligation, except to the extent general principles of wrongful termination law may limit Company's or any of its subsidiaries' ability to terminate employees at will; (b) any agreement or planSubsidiaries, including any employment agreement, severance agreement, stock option plan, stock appreciation right rights plan, restricted stock plan or stock purchase plan, pension plan (as defined in Section 3(2) of ERISA) or welfare plan (as defined in Section 3(1) of ERISA) (collectively the "COMPENSATION AGREEMENTS"), any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the Stock Option 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 or the Stock Option Agreement;. No holder of any option to purchase shares of Company Common Stock, or shares of Company Common Stock granted in connection with the performance of services for the Company or its Subsidiaries, is or will be entitled to receive cash from the Company or any Subsidiary in lieu of or in exchange for such option or shares as a result of the transactions contemplated by this Agreement or the Stock Option Agreement except as provided in Section 5.7. Section 3.11(a) of the Company Letter sets forth (i) for each officer, director or employee who is a party to, or will receive benefits under, any Compensation Agreement as a result of the transactions contemplated herein, the total amount that each such person may receive, or is eligible to receive, assuming that the transactions contemplated by this Agreement are consummated on the date hereof, and (ii) the total amount of indebtedness owed to the Company or its Subsidiaries from each officer, director or employee of the Company and its Subsidiaries. (cb) any material agreement Set forth in Section 3.11(b) of indemnificationthe Company Letter is a list of all contracts that are significant to the Company and its Subsidiaries' businesses (whether oral or written), including all distribution contracts, sole-source supply contracts, national accounts contracts, any material guaranty indenture, mortgage, loan agreement, note or other agreement or instrument for borrowed money, any guarantee of any agreement or instrument evidencing indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditioned sale, or otherwise; (d) any agreement, obligation or commitment containing covenants purporting to limit or which effectively limit the Company's or any of its subsidiaries' freedom to compete in any line of business or in any geographic area or which would so limit Company or Surviving Corporation or any of its subsidiaries after the Effective Time or granting any exclusive distribution material lease, contractual license or other exclusive rights; (e) any agreement or commitment currently in force relating instrument to which the disposition or acquisition by Company or any of its subsidiaries after Subsidiaries is a party or by which the date of this Agreement of a material amount of assets not in the ordinary course of business, Company or pursuant any such Subsidiary is bound or to which Company has any material ownership of the properties, assets or participation interest in any corporation, partnership, joint venture, strategic alliance or other business enterprise other than Company's subsidiaries; (f) any agreement or commitment with any affiliate operations of the Company that or any such Subsidiary is material subject (collectively, "SIGNIFICANT CONTRACTS"). Prior to the Company; anddate hereof, the Company has provided true and complete copies of all such contracts to Parent. (gc) any Except as set forth on Section 3.11(c) of the Company Letter, each Significant Contract is a legal, valid and binding agreement or commitment currently in force providing for capital expenditures by of the Company or its subsidiaries in excess of $250,000.00. The agreements required to be disclosed in Subsidiaries, neither the Company Disclosure Letter pursuant nor any of its Subsidiaries (or to clauses (athe Knowledge of the Company, any other party thereto) through (g) above or pursuant to Section 2.9 or that are or would be required to be filed with is in default under any Company SEC Report ("COMPANY CONTRACTS") are valid Significant Contract, and none of such Significant Contracts has been canceled by the other party thereto; each Significant Contract is in full force and effecteffect and no event has occurred which, with the passage of time or the giving of notice or both, would constitute a default, event of default or other breach by the Company or any Subsidiary party thereto which would entitle the other party to such Significant Contract to terminate the same or declare a default or event of default thereunder; the Company and the Subsidiaries are not in receipt of any claim of default under any such agreement; in each instance, except to the extent that such invalidity where it would not have a Material Adverse Effect on Company. Except as disclosed in the Company Disclosure Letter pursuant to clauses (a) through (g) above or pursuant to Section 2.9 and except as disclosed in any Company SEC Report, neither Company nor any of its subsidiaries, nor to Company's knowledge, any other party thereto, is in breach, violation or default under, and neither Company nor any of its subsidiaries has received written notice that it has breached, violated or defaulted, any of the terms or conditions of any Company Contract in such a manner as would have a Material Adverse Effect on Company.

Certain Agreements. (a) Except as set forth in Part 2.14 of the Company Disclosure Letter or the Company SEC ReportsLetter, neither Company nor any of its subsidiaries is a party to any oral or is bound by: written (ai) agreement with respect to the employment of any employment executive officer of Company or any of its subsidiaries, (ii) consulting or similar agreement or commitment with any employee present or member of Company's Board of Directorsformer trustee, thatdirector or officer, individually or in the aggregateany entity controlled by any such person, which is material to Company, other than those that are not terminable by Company or its subsidiary on notice of 30 days or less without penalty and without Company or its subsidiary being liable for damages, (iii) agreement with any executive officer of Company or any of its subsidiaries on no more than thirty days notice without liability the benefits of which are contingent, or financial obligationthe terms of which are materially altered, except to upon the extent general principles occurrence of wrongful termination law may limit Company's a transaction involving Company or any of its subsidiaries' ability to terminate employees at will; subsidiaries of the nature contemplated by this Agreement, or (biv) any agreement or plan, including any stock option plan, stock appreciation right plan, restricted stock 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;. (cb) Except as set forth in the Company Disclosure Letter, neither Company nor any material agreement of indemnificationits subsidiaries is indebted for money borrowed, either directly or indirectly, from any of its trustees, directors or officers, or, to the Company's knowledge, any material guaranty affiliate of any such person, in any amount whatsoever; nor are any of its trustees, directors or officers, or, to the Company's knowledge, any of their affiliates, indebted for money borrowed from Company or any instrument evidencing indebtedness for borrowed money by way of direct loanits subsidiaries; nor are there any transactions between Company or any of its subsidiaries and any of its trustees, sale directors or officers, or, to the Company's knowledge, any of debt securitiestheir affiliates, purchase money obligationnot subject to cancellation which will continue beyond the Effective Time, conditioned saleincluding, or otherwise; (d) any agreementwithout limitation, obligation or commitment containing covenants purporting to limit or which effectively limit use of the Company's or any of its subsidiaries' freedom to compete in any line of business assets for personal benefit with or in any geographic area or which would so limit Company or Surviving Corporation or any of its subsidiaries after the Effective Time or granting any exclusive distribution or other exclusive rights;without adequate compensation. (ec) any agreement or commitment currently in force relating to the disposition or acquisition The Company Disclosure Letter sets forth a list of all arrangements, agreements and contracts, if any, entered into by Company or any of its subsidiaries after the date of this Agreement of with any person who acquired Company Shares in a material amount of assets not in the ordinary course of business, or pursuant to which Company has any material ownership or participation interest in any corporation, partnership, joint venture, strategic alliance or other business enterprise other than Company's subsidiaries;private placement. (fd) any agreement or commitment with any affiliate True and complete copies of the Company that is material to the Company; and (g) any agreement or commitment currently in force providing for capital expenditures by Company or its subsidiaries in excess of $250,000.00. The agreements required to be disclosed all documents listed in the Company Disclosure Letter Letters pursuant to clauses (a) through (g) above this Section have previously been delivered or pursuant made available to Section 2.9 or that are or would be required to be filed with any Company SEC Report ("COMPANY CONTRACTS") are valid and in full force and effect, except to the extent that such invalidity would not have a Material Adverse Effect on Company. Except as disclosed in the Company Disclosure Letter pursuant to clauses (a) through (g) above or pursuant to Section 2.9 and except as disclosed in any Company SEC Report, neither Company nor any of its subsidiaries, nor to Company's knowledge, any other party thereto, is in breach, violation or default under, and neither Company nor any of its subsidiaries has received written notice that it has breached, violated or defaulted, any of the terms or conditions of any Company Contract in such a manner as would have a Material Adverse Effect on CompanyParent.

Certain Agreements. Except as set forth in Part 2.14 As of the Company Disclosure Letter or date hereof, except as disclosed in ------------------ the Company Company's SEC ReportsReports and the documents filed as exhibits thereto, neither the Company nor any of its subsidiaries is a party to or is bound by: (a) Except as set forth on Section 3.13 of the Company Disclosure Schedule, any employment or consulting agreement or commitment with any officer, employee or member of Company's the Board of DirectorsDirectors of the Company or any of its subsidiaries, that, individually or in the aggregate, that is material to Company, other than those that are not terminable by Company or any of its subsidiaries on no more than thirty 30 days notice without liability or financial obligation, except to the extent general principles of wrongful termination law may limit the Company's or any of its subsidiaries' ability to terminate employees at will; (b) Except as set forth on Section 3.13 of the Company Disclosure Schedule, any agreement or plan, including any stock option plan, stock appreciation right plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement, the Transaction Option Agreement or the Stockholders' 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, the Transaction Option Agreement or the Stockholders' Agreement; (c) any material agreement Except as set forth on Section 3.13 of indemnificationthe Company Disclosure Schedule, any material guaranty or any instrument evidencing indebtedness for borrowed money by way of direct loan, loan or sale of debt securities, purchase money obligation, conditioned sale, or otherwise; (d) any Any material agreement, obligation or commitment containing covenants purporting to limit or which effectively limit the Company's or any of its subsidiaries' freedom to compete in any line of business or in any geographic area or which would so limit the Company or the Surviving Corporation or any of its subsidiaries after the Effective Time or granting any exclusive distribution or other exclusive rightsTime; (e) any Any agreement or commitment currently in force relating to the disposition or acquisition by the Company or any of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business, or pursuant to which the Company has any material ownership or participation interest in any corporation, partnership, joint venture, strategic alliance or other business enterprise other than the Company's subsidiaries; (f) any agreement or commitment with any affiliate of the Company that is material to the Company; and (g) any Any agreement or commitment currently in force providing for capital expenditures by the Company or its subsidiaries in excess of $250,000.00250,000; or (g) Any agreement or commitment with respect to the payment of legal, accounting or other third-party fees, other than on a time and disbursements basis and payable on a current month-to-month basis. The agreements required to be disclosed in the Company Disclosure Letter Schedule pursuant to clauses (a) through (g) above or pursuant to Section 2.9 3.9 or that are or would be required to be filed with any Company SEC Report ("COMPANY CONTRACTSCompany Contracts") are valid ----------------- and in full force and effect, except to the extent that such invalidity would could not have reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on to the Company. Except as disclosed in Neither the Company Disclosure Letter pursuant to clauses (a) through (g) above or pursuant to Section 2.9 and except as disclosed in any Company SEC Report, neither Company nor any of its subsidiaries, nor to the Company's knowledge, any other party thereto, is in breach, violation or default under, and neither the Company nor any of its subsidiaries has received written notice that it has breached, violated or defaulted, any of the terms or conditions of any Company Contract in such a manner as would have could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company.

Certain Agreements. Except as set forth in Part 2.14 of (a) Neither the Company Disclosure Letter or the Company SEC Reports, neither Company nor any of its subsidiaries Subsidiaries is a party to any oral or is bound by: (a) any employment or consulting agreement or commitment with any employee or member of Company's Board of Directors, that, individually or in the aggregate, is material to Company, other than those that are terminable by Company or any of its subsidiaries on no more than thirty days notice without liability or financial obligation, except to the extent general principles of wrongful termination law may limit Company's or any of its subsidiaries' ability to terminate employees at will; (b) any written agreement or plan, including any stock option plan, stock appreciation right rights plan, restricted stock plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement 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 (i) as expressly required or permitted by this Agreement, (ii) for accelerated vesting of Company Options, and (iii) for the Company Change in Control Payments. (cb) The transactions contemplated by this Agreement will not constitute a "change of control" under, require the consent from or the giving of notice to any third party pursuant to, or accelerate the vesting of or lapse of repurchase rights or other rights under, the terms, conditions or provisions of any loan or commitment letter, note, bond, mortgage, indenture, license, or any material lease, contract, agreement of indemnification, any material guaranty or any instrument evidencing indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditioned sale, or otherwise; (d) any agreement, obligation or commitment containing covenants purporting to limit or which effectively limit the Company's or any of its subsidiaries' freedom to compete in any line of business or in any geographic area or which would so limit Company or Surviving Corporation or any of its subsidiaries after the Effective Time or granting any exclusive distribution or other exclusive rights; (e) any agreement instrument or commitment currently in force relating obligation to which the disposition or acquisition by Company or any of its subsidiaries after Subsidiaries is a party or by which any of them or any of their properties or assets may be bound, except (i) for the date of this Agreement of a material amount of assets not Company Change in Control Payments, (ii) for the ordinary course of business, or pursuant to which Company has any material ownership or participation interest in any corporation, partnership, joint venture, strategic alliance or other business enterprise other than Company's subsidiaries; repayment in full its credit facility with Bank of America, (fiii) for any agreement or commitment with any affiliate payment required to be made to the holders of the Company that is material Series A Preferred pursuant to the Company's Certificate of Incorporation, and (iv) for acceleration of principal and interest due under any of the Seller Notes or Company Notes; andprovided, however, that the Company makes no representation as to the effect on the consummation of the Merger and the other transactions contemplated by this Agreement on any real estate lease or equipment lease. (gc) any agreement or commitment currently in force providing for capital expenditures There are no amounts payable by the Company or its subsidiaries in excess Subsidiaries to any officers of $250,000.00. The agreements required to be disclosed in the Company Disclosure Letter pursuant to clauses or its Subsidiaries (ain their capacity as officers) through (g) above or pursuant to Section 2.9 or that are or would be required to be filed with as a result of the transactions contemplated by this Agreement and/or any Company SEC Report ("COMPANY CONTRACTS") are valid and in full force and effectsubsequent employment termination, except to the extent that such invalidity would not have a Material Adverse Effect on Company. Except as disclosed in for the Company Disclosure Letter pursuant to clauses (a) through (g) above or pursuant to Section 2.9 and except as disclosed Change in any Company SEC Report, neither Company nor any of its subsidiaries, nor to Company's knowledge, any other party thereto, is in breach, violation or default under, and neither Company nor any of its subsidiaries has received written notice that it has breached, violated or defaulted, any of the terms or conditions of any Company Contract in such a manner as would have a Material Adverse Effect on CompanyControl Payments.

Certain Agreements. (a) Except as filed as exhibits to the Company SEC Documents filed prior to the date hereof and except as set forth in Part 2.14 Section 3.11(a) of the Company Disclosure Letter or Letter, as of the Company SEC Reportsdate hereof, neither the Company nor any of its subsidiaries Subsidiaries is a party to or is bound by: by (ai) any employment Contract which is a "material contract" (as such term is defined in Item 601(b)(10) of Regulation S-K under the Exchange Act); (ii) any Contract which purports to materially limit or consulting agreement restrict any line of business or commitment localities in which the Company or any of its Affiliates (including Parent or any of its Subsidiaries following the Merger) may conduct business, excluding any limitations on scope or territory of use of third party Intellectual Property Rights that may be set forth in licenses under which the Company or any of its Subsidiaries is the licensee, or any material Contract which obligates the Company or any of its Affiliates (including Parent or any of its Subsidiaries following the Merger) to extend most favored nation pricing to any Person or any Contract imposing exclusivity obligations on the Company or any of its Affiliates (including Parent or any of its Subsidiaries following the Merger) with respect to customers or suppliers or imposing obligations on the Company or any employee of its Affiliates (including Parent or member any of its Subsidiaries following the Merger) with respect to non-solicitation of customers or suppliers; (iii) any Contract which requires any payment by the Company or its Subsidiaries in excess of $3,000,000 in any year and which is not terminable within one year without penalty, or which requires any payment to the Company or its Subsidiaries in excess of $1,000,000 in any year and which is not terminable within one year without penalty; (iv) any Contract under which the Company or any of its Subsidiaries is indebted for borrowed money (or may become so indebted) or any guaranty by the Company or any of its Subsidiaries of indebtedness for borrowed money; (v) any Contract relating to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets, or otherwise) entered into since January 1, 2001 or any Contract relating to the acquisition or disposition of assets entered into since January 1, 2001, which involves an asset value in excess of $5,000,000; (vi) any Employee Agreement (as hereinafter defined); (vii) any material Contract of indemnification or any guaranty of a material obligation (other than an obligation of the Company or any of its Subsidiaries) by the Company or any of its Subsidiaries other than any Contract entered into in connection with the sale or license by or to the Company or any of its Subsidiaries of products or services in the ordinary course of business; (viii) any Contract to provide source code to any third party for any product or technology that is material to the Company and its Subsidiaries, taken as a whole, except for Contracts providing for source code to be released from escrow upon insolvency or bankruptcy; (ix) any material Contract, to license any third party to use, manufacture or reproduce any Company product, service or Intellectual Property Right or any material Contract to sell, distribute or market any Company product, service or Intellectual Property Right, other than, in each case, end-user license and sale Contracts and related maintenance and support Contracts entered into in the ordinary course of business; (x) any settlement Contract which materially affects the conduct of the Company's Board or any of Directorsits Subsidiaries' businesses; and (xi) any other Contract that is material to the Company and its Subsidiaries, thattaken as a whole. Except for Contracts for which disclosure is prohibited by confidentiality provisions, the Company has previously made available to Parent complete and correct copies of each Contract of the type described in this Section 3.11 which was entered into prior to the date hereof. All Contracts of the type described in this Section 3.11 shall be referred to as "Company Contracts" regardless of whether they were entered into before or after the date hereof. All of the Company Contracts are valid and in full force and effect (except those which are cancelled, rescinded or terminated after the date hereof in accordance with their terms), except where the failure to be in full force and effect would not, individually or in the aggregate, is material to have a Material Adverse Effect on the Company. To the Knowledge of the Company, other than those that are terminable by no Person is challenging the validity or enforceability of any Company Contract, except such challenges which would not, individually or in the aggregate, have a Material Adverse Effect on the Company. Except as set forth in Section 3.11(a) of the Company Letter, neither the Company nor any of its subsidiaries on no more than thirty days Subsidiaries and, to the Knowledge of the Company, none of the other parties thereto, is in breach of any provision of, or committed or failed to perform any act which (with or without notice without liability or financial obligationlapse of time or both) would constitute a default under the provisions of, any Company Contract, except to for those violations and defaults which would not, individually or in the extent general principles of wrongful termination law may limit aggregate, have a Material Adverse Effect on the Company's or any of its subsidiaries' ability to terminate employees at will;. (b) Except as set forth in Section 3.11(b) of the Company Letter, neither the Company nor any agreement of its Subsidiaries is a party to any Contract or written or oral plan, including any stock option plan, stock appreciation right rights plan, restricted stock plan or stock purchase plan, with or relating to any current or former employee, director, officer or consultant, any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of the Merger, the Subsequent Merger or any of the other 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;. No holder of any (i) option to purchase shares of Company Common Stock; (ii) rights under the Company Stock Purchase Plan; or (iii) shares of Company Common Stock granted in connection with the performance of services for the Company or its Subsidiaries, is or will be entitled to receive cash from the Company or any Subsidiary in lieu of or in exchange for such option or shares in connection with the Merger, the Subsequent Merger or any of the other transactions contemplated hereby. Section 3.11(b) of the Company Letter sets forth the total amount of indebtedness owed to the Company or its Subsidiaries from each officer or director of the Company and its Subsidiaries. (c) any material agreement For purposes of indemnificationthis Agreement, any material guaranty "Employee Agreement" means each management, employment, severance, retention, consulting or other Contract between the Company, or any instrument evidencing indebtedness for borrowed money by way ERISA Affiliate, and any current or former employee, director or officer of direct loan, sale of debt securities, purchase money obligation, conditioned sale, the Company or otherwise; (d) any agreement, obligation or commitment containing covenants purporting to limit or which effectively limit ERISA Affiliate other than offer letters used in the Company's or any of its subsidiaries' freedom to compete in any line ordinary course of business or in any geographic area or which would so limit Company or Surviving Corporation or any of its subsidiaries after the Effective Time or granting any exclusive distribution that do not provide for severance or other exclusive rights; (e) payments after termination of employment or acceleration of any agreement equity award or commitment currently in force relating termination letters or Contracts with respect to the disposition or acquisition by Company or any of its subsidiaries after the date of this Agreement of a material amount of assets not former employees entered into in the ordinary course of business, or pursuant business prior to which the date hereof if the Company has any material ownership or participation interest in any corporation, partnership, joint venture, strategic alliance and its Subsidiaries have no further payment or other business enterprise other than Company's subsidiaries; (f) any agreement or commitment with any affiliate of the Company that is material to the Company; and (g) any agreement or commitment currently in force providing for capital expenditures by Company or its subsidiaries in excess of $250,000.00. The agreements required to be disclosed in the Company Disclosure Letter pursuant to clauses (a) through (g) above or pursuant to Section 2.9 or that are or would be required to be filed with any Company SEC Report ("COMPANY CONTRACTS") are valid and in full force and effect, except to the extent that such invalidity would not have a Material Adverse Effect on Company. Except as disclosed in the Company Disclosure Letter pursuant to clauses (a) through (g) above or pursuant to Section 2.9 and except as disclosed in any Company SEC Report, neither Company nor any of its subsidiaries, nor to Company's knowledge, any other party thereto, is in breach, violation or default under, and neither Company nor any of its subsidiaries has received written notice that it has breached, violated or defaulted, any of the terms or conditions of any Company Contract in such a manner as would have a Material Adverse Effect on Companyobligations thereunder.

Certain Agreements. Except as set forth described in Part 2.14 Section 4.12 of the Company Disclosure Letter Schedule, none of the SSG Companies are parties to any oral or written agreement, plan or arrangement with any officer, director or employee of any of the SSG Companies (i) the benefits of which are contingent, or the Company SEC Reportsterms of which are materially altered, neither Company nor upon the occurrence of a transaction involving any of its subsidiaries is a party to or is bound by: (a) any employment or consulting agreement or commitment with any employee or member the SSG Companies of Company's Board the nature of Directors, that, individually or in the aggregate, is material to Company, other than those that are terminable by Company or any of its subsidiaries on no more than thirty days notice without liability or financial obligationthe transactions contemplated by this Agreement, except (ii) under which any person may receive payments subject to the extent general principles tax imposed by Section 4999 of wrongful termination law may limit Company's the Code, or any of its subsidiaries' ability to terminate employees at will; (biii) any agreement or plan, including any stock option plan, stock appreciation right plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement 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 disclosed in Section 4.12 of the Disclosure Schedule, none of the SSG Companies are parties to any oral or written (ci) any material agreement agreement, contract, indenture or other instrument relating to the borrowing of indemnificationmoney or the guarantee of, or other form of assurance of payment of, any material guaranty obligation for the borrowing of money, (ii) agreement restricting any SSG Company from competing or otherwise conducting its business in any instrument evidencing indebtedness for borrowed money jurisdiction, (iii) agreement relating to the exclusive use by way any SSG Company of direct loanany vendor, sale of debt securities, purchase money obligation, conditioned salesupplier or provider, or otherwise; (div) any agreementother contract, obligation or commitment containing covenants purporting to limit or which effectively limit the Company's or any of its subsidiaries' freedom to compete in any line of business or in any geographic area or which would so limit Company or Surviving Corporation or any of its subsidiaries after the Effective Time or granting any exclusive distribution or other exclusive rights; (e) any agreement or commitment currently in force relating to the disposition or acquisition by Company or of any of its subsidiaries after the date SSG Companies material to any of this Agreement the SSG Companies. Except as set forth in Section 4.12 of the Disclosure Schedule, each agreement, contract or obligation described in Section 4.12 of the Disclosure Schedule (which description includes a material amount listing of assets not in the ordinary course of businessall amendments to such agreements, contracts or obligations), or pursuant to which Company has any material ownership or participation interest in any corporation, partnership, joint venture, strategic alliance or other business enterprise other than Company's subsidiaries; (f) any agreement or commitment with any affiliate of the Company that is material to the Company; and (g) any agreement or commitment currently in force providing for capital expenditures by Company or its subsidiaries in excess of $250,000.00. The agreements required to be disclosed in the Company Disclosure Letter pursuant to clauses (a) through (g) above or pursuant to Section 2.9 or that are or would be required to be filed with any Company SEC Report ("COMPANY CONTRACTS") are so described, is a valid and binding obligation of the relevant SSG Company and is in full force and effect, except to the extent that such invalidity would not have a Material Adverse Effect on Company. Except as disclosed set forth in the Company Section 4.12 of the Disclosure Letter pursuant Schedule, each of the relevant SSG Companies and, to clauses (a) through (g) above or pursuant to Section 2.9 the knowledge of Softbank Holdings, Softbank Europe and except as disclosed in any Company SEC Reportthe SSG Companies, neither Company nor any of its subsidiaries, nor to Company's knowledge, any the other party thereto, is thereto has performed in breach, violation or default under, and neither Company nor any of its subsidiaries has received written notice that all material respects all material obligations required to be performed by it has breached, violated or defaulted, any of through the terms or conditions of any Company Contract in such a manner as would have a Material Adverse Effect on Company.date

Certain Agreements. Except as otherwise set forth in the applicable lettered subsection of Part 2.14 2.16 of the Company Disclosure Letter or the Company SEC ReportsSchedule, neither the Company nor any of its subsidiaries is a party to or is bound by: (a) any employment or consulting agreement or commitment with any employee Employee or member of the Company's Board of Directors, that, individually providing any term of employment or in the aggregate, is material to Company, other than those that are terminable by Company compensation guarantee or any consulting agreement or any employment agreement that provides severance benefits or other benefits after the termination of its subsidiaries on no more than thirty days notice without liability employment or financial obligationservices of such person regardless of the reason for such termination, except to the extent general principles of wrongful termination law may limit Company's or any of its subsidiaries' ability to terminate employees at willas required by applicable law; (b) any agreement or plan, including any stock option plan, stock appreciation right plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (c) any material agreement of indemnification, indemnification by the Company or any of its subsidiaries or any material guaranty by the Company or any of its subsidiaries, but excluding any agreement of indemnification and any guaranty entered into in connection with the distribution, sale or license of the Company's or its subsidiaries' products or services or the procurement of any third-party products or services, in each case in the ordinary course of business; (d) any loan agreement, promissory note or other instrument evidencing indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditioned conditional sale, or otherwiseotherwise in excess of $50,000; (de) any agreement, obligation or commitment containing covenants purporting to limit or which effectively that limit the Company's or any of its subsidiaries' freedom to compete in any line of business or in any geographic area (but excluding field of use, territorial and like limitations with respect to Intellectual Property licensed to the Company or any of its subsidiaries) or which would so limit Parent, the Company or the Surviving Corporation or any of its subsidiaries after the Effective Time or granting any exclusive distribution or other exclusive rights; (ef) any agreement or commitment currently in force relating to the disposition or acquisition by the Company or any of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of businessbusiness and consistent with past practice, or pursuant to which the Company has any material ownership or participation interest in any corporation, partnership, joint venture, strategic alliance or other business enterprise other than the Company's subsidiaries; (fg) any licensing, distribution, resale or other agreement, contract or commitment with regard to the distribution, sale or licensing of any Company products under which the Company received in excess of $1,000,000 during the fiscal year ended March 30, 2007; (h) agreement to forgive any indebtedness of any person to the Company or any of its subsidiaries in excess of $50,000; (i) any Real Estate Agreements; (j) agreement pursuant to which the Company or any of its subsidiaries (A) has been granted license rights under any intellectual property rights of any third party that are material to the operation of its business (other than (i) licenses of off-the-shelf commercial software programs and (ii) non-disclosure agreements and other agreements entered into between the Company and its subsidiaries in the ordinary course of business); (B) incorporates any third-party intellectual property in any of its products; or (C) has granted to any third party an exclusive license of any Company Intellectual Property Rights owned by the Company or any of its subsidiaries or any license of source code (excluding customary source code escrow arrangements entered into in the ordinary course of business); (k) agreement obligating the Company or any of its subsidiaries to make aggregate payments in excess of $250,000 to any third party during the twelve-month period ending June 30, 2008 which is not terminable by the Company or any of its subsidiaries without penalty or further liability exceeding $50,000 upon 30 days' notice or less (excluding Real Estate Agreements); (l) other than such agreements addressed by Section 2.16(g), agreement pursuant to which the Company or any of its subsidiaries (A) reasonably expects to receive aggregate payments in excess of $250,000 during the twelve-month period ending June 30, 2008 or (B) reasonably expects to recognize revenue in such aggregate amount during such period; (m) agreement or commitment with any affiliate of the Company that is material to the Company; and; (gn) any agreement or commitment currently in force providing for capital expenditures by the Company or any of its subsidiaries in excess of $250,000.00250,000; or (o) other agreement or commitment that is material to the business of the Company and its subsidiaries, taken as a whole, as presently conducted. The agreements Each agreement, contract, obligation, plan or commitment that is required to be disclosed in the Company Disclosure Letter Schedule pursuant to clauses (a) through (gp) above or pursuant to Section 2.9 and each agreement, contract, obligation, plan or commitment that are is or would be is required to be filed with any Company SEC Report (shall be referred to herein as a "COMPANY CONTRACTS"CONTRACT." Each Company Contract is enforceable against the Company (except as such enforceability may be subject to laws of general application relating to bankruptcy, insolvency, and the relief of debtors and rules of law governing specific performance, injunctive relief, or other equitable remedies) are valid and in full force and effectand, except to the extent that Company's knowledge, is enforceable against the other party or parties thereto (except as such invalidity enforceability may be subject to laws of general application relating to bankruptcy, insolvency, and the relief of debtors and rules of law governing specific performance, injunctive relief, or other equitable remedies). Except as would not reasonably be expected to have a Material Adverse Effect on the Company. Except as disclosed in the Company Disclosure Letter pursuant to clauses (a) through (g) above or pursuant to Section 2.9 and except as disclosed in any Company SEC Report, neither the Company nor any of its subsidiaries, nor to the Company's knowledge, any other party thereto, is in breach, violation or default under, and neither the Company nor any of its subsidiaries has received written notice alleging that it has breached, violated or defaulteddefaulted under, any of the terms or conditions of any Company Contract in such a manner as would have a Material Adverse Effect on Companypermit any other party thereto to cancel or terminate any such Company Contract, or would permit any other party to seek damages or other remedies for any or all such alleged breaches, violations or defaults.

Certain Agreements. Except as set forth in Part 2.14 As of the Company Disclosure Letter or the Company SEC Reportsdate hereof, neither the Company nor any of its subsidiaries is a party to or is bound by: (a) any Any employment or consulting agreement or commitment with any officer, employee or member of the Company's Board of Directors, that, individually or in the aggregate, is material to the Company, other than those that are terminable by Company or any of its subsidiaries on no more than thirty 30 days notice without liability or financial obligation, except to the extent general principles of wrongful termination law may limit the Company's or any of its subsidiaries' ability to terminate employees at will; (b) any Any agreement or plan, including any stock option plan, stock appreciation right plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the Transaction Option 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 or the Transaction Option Agreement; (c) any material agreement of indemnification, any Any material guaranty or any instrument evidencing indebtedness for borrowed money by way of direct loan, loan or sale of debt securities, purchase money obligation, conditioned sale, or otherwise; (d) any Any material agreement, obligation or commitment containing covenants purporting to limit or which effectively limit the Company's or any of its subsidiaries' freedom to compete in any line of business or in any geographic area or which would so limit the Company or the Surviving Corporation or any of its subsidiaries after the Effective Time or granting any exclusive distribution or other exclusive rightsTime; (e) any Any agreement or commitment currently in force relating to the disposition or acquisition by the Company or any of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business, or pursuant to which the Company has any material ownership or participation interest in any corporation, partnership, joint venture, strategic alliance or other business enterprise other than the Company's subsidiaries;; or (f) any agreement or commitment with any affiliate of the Company that is material to the Company; and (g) any Any agreement or commitment currently in force providing for capital expenditures by the Company or its subsidiaries in excess of $250,000.00100,000. The agreements required to be disclosed in the Company Disclosure Letter Schedule pursuant to clauses (a) through (gf) above or pursuant to Section 2.9 3.9 or that are or would be required to be filed with any Company SEC Report ("COMPANY CONTRACTSCompany Contracts") are valid and in full force and effect, except to the extent that such invalidity would not have reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on to the Company. Except as disclosed in Neither the Company Disclosure Letter pursuant to clauses (a) through (g) above or pursuant to Section 2.9 and except as disclosed in any Company SEC Report, neither Company nor any of its subsidiaries, nor to the Company's knowledge, any other party thereto, is in breach, violation or default under, and neither the Company nor any of its subsidiaries has received written notice that it has breached, violated or defaulted, any of the terms or conditions of any Company Contract in such a manner as would have reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company.

Certain Agreements. Except as otherwise set forth in the applicable lettered subsection of Part 2.14 3.14 of the Company Disclosure Letter or the Company SEC ReportsSchedule, neither the Company nor any of its subsidiaries is a party to or is bound by: (a) any employment or consulting agreement or commitment with any employee or member of the Company's ’s Board of Directors, that, individually providing any term of employment or in the aggregate, is material to Company, other than those that are terminable by Company compensation guarantee or any consulting agreement or any employment agreement that provides severance benefits or other benefits after the termination of its subsidiaries on no more than thirty days notice without liability or financial obligationemployment of such employee regardless of the reason for such termination of employment, except to the extent general principles of wrongful termination law may limit Company's or any of its subsidiaries' ability to terminate employees at willas required by applicable law; (b) any agreement or plan, including any stock option plan, stock appreciation right plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (c) any material agreement of indemnification, other than licenses entered into in the ordinary course of business; (d) any material agreement of any guaranty or any instrument evidencing indebtedness for borrowed money by way of credit facility, direct loan, sale of debt securities, purchase money obligation, conditioned conditional sale, or otherwiseotherwise (any disclosure of which in Part 3.14(d) of the Company Disclosure Schedule shall set forth the corresponding amount of such indebtedness for borrowed money outstanding thereunder); (de) any agreement, obligation or commitment containing covenants purporting to limit or which effectively limit the Company's ’s or any of its subsidiaries' ’ freedom to compete in any line of business or in any geographic area or which would so limit Parent, the Company or the Surviving Corporation or any of its subsidiaries after the Effective Time or granting any exclusive distribution or other exclusive rights; (ef) any agreement or commitment currently in force relating to the disposition or acquisition by the Company or any of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business, or pursuant to which the Company has any material ownership or participation interest in any corporation, partnership, joint venture, strategic alliance or other business enterprise other than the Company's ’s subsidiaries; (fg) any licensing, distribution, resale or other agreement, contract or commitment with regard to the acquisition, distribution, resale or licensing of any Intellectual Property Rights other than licenses, distribution, resale agreements, advertising agreements, or other similar agreement entered into in the ordinary course of business consistent with past practice; (h) agreement to forgive any indebtedness in excess of $20,000 of any person to the Company or any subsidiary; (i) agreement regarding the lease of real property involving rental obligations in excess of $75,000 per annum, or agreement regarding the purchase of real property; (j) loan agreement, promissory note or other evidence of indebtedness for borrowed money; (k) agreement pursuant to which the Company or any subsidiary (A) uses any intellectual property of any third party that is material to the operation of its business (other than off-the-shelf commercial software programs with respect to which no future license or royalty payment will become due), (B) incorporates any third party intellectual property in any of its products; or (C) has granted to any third party an exclusive license of any Intellectual Property Rights owned by the Company or any license of its source code (including customary source code escrow arrangements entered into in the ordinary course of business); (l) agreement obligating the Company or any subsidiary to make aggregate payments in excess of $150,000 to any third party during the two-year period ending September 30, 2007; (m) agreement pursuant to which the Company or any subsidiary (A) reasonably expects to receive aggregate payments in excess of $200,000 during the two year period ending September 30, 2007 or (B) reasonably expects to recognize revenue in such aggregate amount during such two year period; (n) agreement or commitment with any affiliate of the Company that is material to the Company; and; (go) any agreement or commitment currently in force providing for capital expenditures by the Company or its subsidiaries in excess of $250,000.00112,500; or (p) any other agreement or commitment currently in effect that is material to the Company’s or its subsidiaries’ business as presently conducted. The agreements Each agreement that is required to be disclosed in the Company Disclosure Letter Schedule pursuant to clauses (a) through (go) above or pursuant to Section 2.9 or 3.9 and each agreement that are or would be is required to be filed with any Company SEC Report as a “material contract” ("COMPANY CONTRACTS"as defined by 601 of Regulation S-K) are shall be referred to herein as a “Company Contract.” Each Company Contract is valid and in full force and effect, except to . Neither the extent that such invalidity would not have a Material Adverse Effect on Company. Except as disclosed in the Company Disclosure Letter pursuant to clauses (a) through (g) above or pursuant to Section 2.9 and except as disclosed in any Company SEC Report, neither Company nor any of its subsidiaries, nor to the Company's knowledge’s Knowledge, any other party thereto, is in breach, violation or default under, and neither the Company nor any of its subsidiaries has received written notice alleging that it has breached, violated or defaulteddefaulted under, any of the terms or conditions of any Company Contract in such a manner as would have a Material Adverse Effect on Companypermit any other party thereto to cancel or terminate any such Company Contract, or would permit any other party to seek material damages or other remedies for any or all such alleged breaches, violations, or defaults.

Certain Agreements. Except as set forth disclosed in Part 2.14 of the Company Discount's Disclosure Letter or in Discount's SEC Reports filed prior to the Company SEC Reportsdate of this Agreement, neither Company Discount nor any of its subsidiaries Subsidiaries is a party or subject to any oral or written agreement, contract, policy, license, document, instrument, arrangement or commitment relating to or constituting (i) Indebtedness (as defined below) in an amount exceeding $5,000,000 other than pursuant to additional draws up to the limits existing as of the date of this Agreement (including the increases in such limit expressly contemplated in such agreement) under Discount's revolving credit facility with a syndicate lead by SunTrust Bank, Central Florida, National Association, (ii) leases for real or personal property in which the amounts of payments which the Discount or any Subsidiary is bound by: required to make on an annual basis exceeds $1,000,000, (aiii) any employment or consulting agreement agreement, contract, policy, license document, instrument, arrangement or commitment with that limits in any employee or member material respect the freedom of Company's Board of Directors, that, individually or in the aggregate, is material to Company, other than those that are terminable by Company Discount or any Subsidiary of its subsidiaries on no more than thirty days notice without liability or financial obligation, except to the extent general principles of wrongful termination law may limit Company's or any of its subsidiaries' ability to terminate employees at will; (b) any agreement or plan, including any stock option plan, stock appreciation right plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (c) any material agreement of indemnification, any material guaranty or any instrument evidencing indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditioned sale, or otherwise; (d) any agreement, obligation or commitment containing covenants purporting to limit or which effectively limit the Company's or any of its subsidiaries' freedom Discount to compete in any line of business or with any person or in any geographic geographical area or which would so limit Company the freedom of Discount or Surviving Corporation any Subsidiary of Discount after the Effective Time, or (iv) agreement or contract outside of the ordinary course of business of Discount or any of Discount's Subsidiaries that involves performance of services or delivery of goods or materials by or to Discount or any of Discount's Subsidiaries of an amount or value in excess of $1,000,000 (v) joint venture or partnership agreements involving a sharing of profits, losses, costs, or liabilities by Discount or any of Discount's Subsidiaries with any person other than Discount and its Subsidiaries, (vi) a written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by Discount or any of Discount's Subsidiaries other than in the ordinary course of business except for such warranties, guaranties and other similar undertakings as are not reasonably likely to have a Material Adverse Effect on Discount; or (vii) which, after giving effect to the transactions contemplated by this Agreement, purports to restrict or bind Hi/Lo or any of its subsidiaries after Subsidiaries other than the Effective Time Surviving Corporation and its Subsidiaries in any respect. "INDEBTEDNESS" means any liability in respect of (A) borrowed money, (B) capitalized lease obligations, (C) the deferred purchase price of property or granting any exclusive distribution or services (other exclusive rights; (e) any agreement or commitment currently in force relating to the disposition or acquisition by Company or any of its subsidiaries after the date of this Agreement of a material amount of assets not than trade payables in the ordinary course of business, or pursuant to which Company has ) and (D) guarantees of any material ownership or participation interest in any corporation, partnership, joint venture, strategic alliance or other business enterprise other than Company's subsidiaries; (f) any agreement or commitment with any affiliate of the Company that foregoing. Neither Discount nor any of its Subsidiaries is material to the Company; and in default (g) any agreement or commitment currently in force providing for capital expenditures by Company or its subsidiaries in excess of $250,000.00. The agreements required to be disclosed in the Company Disclosure Letter pursuant to clauses (a) through (g) above or pursuant to Section 2.9 or that are or would be required in default with notice or lapse of time, or both) under any indenture, note, credit agreement, loan document, lease, contract, policy, license, document, instrument, arrangement or commitment, whether or not such default has been waived, which default, alone or in the aggregate with other such defaults, is reasonably likely to be filed with any Company SEC Report ("COMPANY CONTRACTS") are valid and in full force and effect, except to the extent that such invalidity would not have a Material Adverse Effect on Company. Except as disclosed in the Company Disclosure Letter pursuant to clauses (a) through (g) above or pursuant to Section 2.9 and except as disclosed in any Company SEC Report, neither Company nor any of its subsidiaries, nor to Company's knowledge, any other party thereto, is in breach, violation or default under, and neither Company nor any of its subsidiaries has received written notice that it has breached, violated or defaulted, any of the terms or conditions of any Company Contract in such a manner as would have a Material Adverse Effect on CompanyDiscount.

Certain Agreements. Except as otherwise set forth in the applicable lettered subsection of Part 2.14 of the Company Disclosure Letter or the Company SEC ReportsLetter, neither the Company nor any of its subsidiaries is a party to or is bound by: (a) any employment or consulting agreement or commitment with any employee or member of the Company's Board of Directors, that, individually providing any term of employment or in the aggregate, is material to Company, other than those that are terminable by Company compensation guarantee or any consulting agreement or any employment agreement that provides severance benefits or other benefits after the termination of its subsidiaries on no more than thirty days notice without liability or financial obligationemployment of such employee regardless of the reason for such termination of employment, except to the extent general principles of wrongful termination law may limit Company's or any of its subsidiaries' ability to terminate employees at willas required by applicable law; (b) any agreement or plan, including any stock option plan, stock appreciation right plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (c) any material agreement of indemnification, any material guaranty or any instrument evidencing indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditioned conditional sale, or otherwise; (d) any agreement, obligation or commitment containing covenants purporting to limit or which effectively limit the Company's or any of its subsidiaries' freedom to compete in any line of business or in any geographic area or which would so limit Parent, the Company or the Surviving Corporation or any of its subsidiaries after the Effective Time or granting any exclusive distribution or other exclusive rights; (e) any agreement or commitment currently in force relating to the disposition or acquisition by the Company or any of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business, or pursuant to which the Company has any material ownership or participation interest in any corporation, partnership, joint venture, strategic alliance or other business enterprise other than the Company's subsidiaries; (f) any contract for the purchase of materials, supplies, goods, services, equipment or other assets providing for annual payments by the Company or its subsidiaries of $25,000 or more; (g) any sales, distribution or other similar agreement providing for the sale by the Company or its subsidiaries of materials, products, supplies, goods, services, equipment or other assets providing for annual payments to the Company or its subsidiaries of $25,000 or more; (h) any agreement or commitment with any affiliate of the Company that is material to the Company; andor (gi) any agreement or commitment currently in force providing for capital expenditures by Company or its subsidiaries in excess of $250,000.0025,000. The agreements Each agreement that is required to be disclosed in the Company Disclosure Letter pursuant to clauses (a) through (gi) above or pursuant to Section 2.9 or and each agreement that are or would be is currently in force and required to be filed with any Company SEC Report (shall be referred to herein as a "COMPANY CONTRACTSCONTRACT") are . Each Company Contract is valid and in full force and effect, except to . Neither the extent that such invalidity would not have a Material Adverse Effect on Company. Except as disclosed in the Company Disclosure Letter pursuant to clauses (a) through (g) above or pursuant to Section 2.9 and except as disclosed in any Company SEC Report, neither Company nor any of its subsidiaries, nor to the Company's knowledge, any other party thereto, is in material breach, violation or default under, and neither the Company nor any of its subsidiaries has received written notice alleging that it has materially breached, violated or defaulteddefaulted under, any of the terms or conditions of any Company Contract in such a manner as would have a Material Adverse Effect on Companypermit any other party thereto to cancel or terminate any such Company Contract, or would permit any other party to seek material damages or other remedies for any or all such alleged breaches, violations, or defaults.

Certain Agreements. Except as set forth (a) Notwithstanding anything to the contrary in Part 2.14 the Note, the Company may, by prior written notice to FutureX, prepay all or any portion of any amount payable under the Note prior to the New Maturity Date. Any partial prepayment or payment of the Company Disclosure Letter or Note shall be applied in the Company SEC Reports, neither Company nor any of its subsidiaries is a party to or is bound byfollowing order: (ai) first, towards payment of any employment accrued but unpaid interest under the Note; (ii) second, towards payment of any unpaid Extension Fee and Original Interest proportionally; and (iii) last, towards repayment of the outstanding principal of the Note (after full and complete payments of (i) and (ii) above). (b) Unless otherwise agreed in writing by FutureX, from the date hereof until the full and complete repayment or consulting agreement or commitment with any employee or member repurchase of Company's Board of Directorsthe Note, that, individually or in if the aggregate, is material to Company, other than those that are terminable by Company or any of its subsidiaries on no more than thirty days notice without liability Subsidiaries completes any (i) debt or financial obligationequity financing, except or (ii) sale, transfer or other disposition of any of its properties or assets (including but not limited to the sale of equity interest of any Subsidiary of the Company) (the transactions described in (i) and (ii) above, the “Covered Transactions”), and to the extent general principles the proceeds of wrongful termination law may limit Company's or any of its subsidiaries' ability to terminate employees at will; (b) any agreement or plan, including any stock option plan, stock appreciation right plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, such Covered Transaction received by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (c) any material agreement of indemnification, any material guaranty or any instrument evidencing indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditioned sale, or otherwise; (d) any agreement, obligation or commitment containing covenants purporting to limit or which effectively limit the Company's or any of its subsidiaries' freedom to compete in any line of business or in any geographic area or which would so limit Company or Surviving Corporation or any of its subsidiaries after the Effective Time or granting any exclusive distribution or other exclusive rights; (e) any agreement or commitment currently in force relating to the disposition or acquisition by Company or any of its subsidiaries after the date of this Agreement of a material amount of assets Subsidiaries are not necessary to satisfy its immediate, actual and critical working capital needs in the ordinary course of businessbusiness consistent with past practice (in each case as determined in good faith by FutureX), the Company shall ensure that all such proceeds be applied towards repayment of the Note within three (3) Business Days of receipt by the Company or pursuant to which Company has any material ownership or participation interest of its Subsidiaries in any corporation, partnership, joint venture, strategic alliance or other business enterprise other than Company's subsidiaries;accordance with Section 4(a). (fc) From the date hereof until the full and complete repayment or repurchase of the Note, the Company shall provide comprehensive access to FutureX and its representatives to the execution plan and progress on the Company’s debt and/or equity financing plans, including without limitation proposed refinancing of the Note, and one representative of FutureX shall be entitled, where appropriate, to participate in meetings and other communications between the Company, its representatives and/or professional advisors, on one hand, and any agreement financing provider, on the other hand, in connection with such proposed refinancing. (d) From the date hereof until the full and complete repayment or repurchase of the Note, the Company shall (i) afford FutureX and its representatives comprehensive access (including for inspection and copying) to the financial and operating information relating to the Company, its Subsidiaries and their respective businesses and operations, and appoint a dedicated individual to provide such financial and operating information as requested by FutureX, provided that nothing in this Section 4(d)(i) shall require the Company to provide access to or disclose any information to FutureX or its representatives to the extent such access or disclosure would violate any applicable law or any confidentiality commitment of the Company, provided, however, the Company shall use its reasonable best efforts to provide such access or information in a manner that provides as much information as is feasible without violating such law or confidentiality commitment, (ii) provide FutureX with any affiliate monthly management accounts of the Company that is material to and its Subsidiaries as soon as reasonably practicable after they become available, and (iii) permit FutureX and its representatives to, during normal business hours following reasonable notice and without significantly interfering with the Company; and (g) any agreement or commitment currently in force providing for capital expenditures by business of the Company or its subsidiaries in excess Subsidiaries, discuss the affairs, finance and accounts of $250,000.00. The agreements required to be disclosed in the Company Disclosure Letter pursuant to clauses (a) through (g) above and its Subsidiaries with the management or pursuant to Section 2.9 or that are or would be required to be filed with any Company SEC Report ("COMPANY CONTRACTS") are valid and in full force and effect, except to the extent that such invalidity would not have a Material Adverse Effect on Company. Except as disclosed in business heads of the Company Disclosure Letter pursuant to clauses (a) through (g) above or pursuant to Section 2.9 and except as disclosed in any Company SEC Report, neither Company nor any of its subsidiaries, nor to Company's knowledge, any other party thereto, is in breach, violation or default under, and neither Company nor any of its subsidiaries has received written notice that it has breached, violated or defaulted, any of the terms or conditions of any Company Contract in such a manner as would have a Material Adverse Effect on CompanySubsidiaries.

Certain Agreements. Except as set forth in Part 2.14 3.14 of the Company Parent Disclosure Letter or in the Company Parent SEC Reports, neither Company Parent nor any of its subsidiaries is a party to or is bound by: (a) any employment or consulting agreement or commitment with any employee of the HostPro Business or member of CompanyParent's Board of Directors, that, individually or in the aggregate, is material to Companythe HostPro Business, other than those that are terminable by Company Parent or any of its subsidiaries on no more than thirty days notice without liability or financial obligation, except to the extent general principles of wrongful termination law may limit CompanyParent's or any of its subsidiaries' ability to terminate employees at will; (b) any agreement or plan, including any stock option plan, stock appreciation right plan or stock purchase plan, for employees of the HostPro Business, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (c) any material agreement of indemnificationindemnification for any employees of the HostPro Business, any material guaranty or any instrument evidencing indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditioned sale, or otherwiseotherwise that is material to the HostPro Business; (d) any agreement, obligation or commitment containing covenants purporting to limit or which effectively limit the CompanyParent's or any of its subsidiaries' freedom to compete in any line of business the HostPro Business or in any geographic area or which would so limit Company or Surviving Corporation or any of its subsidiaries after the Effective Time or granting any exclusive distribution or other exclusive rights;rights with respect thereto; or (e) any agreement or commitment currently in force relating to the disposition or acquisition by Company Parent or any of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of businessbusiness (other than in connection with the Contemplated Parent Changes (and in that connection, a copy of the MTI Sales Agreement has been provided to Company), or pursuant to which Company Parent has any material ownership or participation interest in any corporation, partnership, joint venture, strategic alliance or other business enterprise other than CompanyParent's subsidiaries;; or (f) any agreement or commitment with any affiliate of the Company Parent that is material to the CompanyHostPro Business; andor (g) any agreement or commitment related to the HostPro Business currently in force providing for capital expenditures by Company Parent or its subsidiaries in excess of $250,000.00. The agreements required to be disclosed in the Company Parent Disclosure Letter pursuant to clauses (a) through (g) above or pursuant to Section 2.9 3.9 or that are or would be required to be filed with any Company Parent SEC Report ("COMPANY PARENT CONTRACTS") are valid and in full force and effect, except to the extent that such invalidity would not have a Material Adverse Effect on CompanyParent. Except as disclosed in the Company Disclosure Letter pursuant to clauses (a) through (g) above or pursuant to Section 2.9 and except or as disclosed in any Company the Parent SEC ReportReports, neither Company Parent nor any of its subsidiaries, nor to CompanyParent's knowledge, any other party thereto, is in breach, violation or default under, and neither Company Parent nor any of its subsidiaries has received written notice that it has breached, violated or defaulted, any of the terms or conditions of any Company Parent Contract in such a manner as would have a Material Adverse Effect on CompanyParent.

Certain Agreements. Except as otherwise set forth in the applicable lettered subsection of Part 2.14 3.15 of the Company Disclosure Letter or the Company SEC ReportsSchedule, neither the Company nor any of its subsidiaries Subsidiaries is a party to or is bound by: (a) any employment or consulting agreement or commitment with any employee or member of Company's Board of Directors, that, individually or in the aggregate, is material to Company, other than those that are terminable by Company or any of its subsidiaries on no more than thirty days notice without liability or financial obligation, except to the extent general principles of wrongful termination law may limit Company's or any of its subsidiaries' ability to terminate employees at will; (b) any agreement or plan, including any stock option plan, stock appreciation right plan contract or stock purchase planarrangement, 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; (cb) any material agreement of indemnification, any material guaranty or any instrument evidencing indebtedness for borrowed money Indebtedness by way of direct loan, sale of debt securities, purchase money obligation, conditioned conditional sale, or otherwise; (dc) any agreement, obligation or commitment containing covenants purporting to limit or which effectively limit the Company's ’s or any of its subsidiaries' Subsidiaries’ freedom to compete in any line of business or in any geographic area or which would so limit Parent, the Company or the Surviving Corporation or any of its subsidiaries their respective Subsidiaries after the Effective Time or granting any exclusive distribution or other exclusive rights; (ed) any agreement or commitment currently in force relating to the disposition or acquisition by the Company or any of its subsidiaries after the date of this Agreement of a material amount Subsidiaries of assets not in the ordinary course of business; (e) any development, licensing, distribution, resale or other agreement, contract or commitment with regard to the development, acquisition, licensing, distribution or resale of any Intellectual Property Rights, other than licenses to customers of the Company pursuant to which Company has any material ownership or participation interest in any corporation, partnership, joint venture, strategic alliance or other business enterprise other than the Company's subsidiaries’s standard form of license agreement attached hereto as Exhibit B; (f) any agreement or commitment with to forgive any affiliate indebtedness in excess of $5,000 of any Person to the Company or any of its Subsidiaries; (g) any loan agreement, promissory note or other evidence of Indebtedness; (h) any agreement pursuant to which the Company or any of its Subsidiaries (A) uses any intellectual property of any third party that is material to the Company; and operation of its business (g) any agreement other than off-the-shelf commercial software programs with respect to which no future license or commitment currently in force providing for capital expenditures by Company or its subsidiaries in excess of $250,000.00. The agreements required to be disclosed in the Company Disclosure Letter pursuant to clauses (a) through (g) above or pursuant to Section 2.9 or that royalty payment are or would be required to be filed with will become due), (B) incorporates any Company SEC Report ("COMPANY CONTRACTS") are valid and third-party intellectual property in full force and effect, except to the extent that such invalidity would not have a Material Adverse Effect on Company. Except as disclosed in the Company Disclosure Letter pursuant to clauses (a) through (g) above or pursuant to Section 2.9 and except as disclosed in any Company SEC Report, neither Company nor any of its subsidiaries, nor products; or (C) has granted to Company's knowledge, any other third party thereto, is in breach, violation an exclusive license of any Intellectual Property Rights owned by the Company or default under, and neither Company nor any of its subsidiaries has received written notice that it has breached, violated Subsidiaries or defaulted, any license of source code (including customary source code escrow arrangements entered into in the terms or conditions ordinary course of any Company Contract in such a manner as would have a Material Adverse Effect on Company.business);

Certain Agreements. Except as set forth in Part 2.14 Section 3.1(i) of the Company Disclosure Letter Schedule sets forth a listing of all of the following material contracts and other agreements, oral or the Company SEC Reports, neither Company nor any of its subsidiaries is a party to written (which are currently in force or is bound by: (a) any employment or consulting agreement or commitment with any employee or member of Company's Board of Directors, that, individually or which may in the aggregate, is material future be operative in any respect) to Company, other than those that are terminable by which Company or any of its subsidiaries on no more than thirty days notice without liability Subsidiaries is a party or financial obligation, except by or to the extent general principles of wrongful termination law may limit Company's which Company or any of its subsidiaries' ability to terminate Subsidiaries or any of their respective assets or properties are bound or subject: (i) consulting agreements not terminable on six months or less notice involving the payment of more than $25,000 per annum, or union, guild or collective bargaining agreements covering any employees at will; in the United States, (bii) agreements with any officer or other key employee of Company or any of its Subsidiaries (x) providing any term of employment or (y) the benefits of which are contingent, or the terms of which are materially altered, upon the occurrence of a transaction involving Company of the nature contemplated by this Agreement, (iii) any agreement or plan, including any stock option plan, stock appreciation right plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; , (civ) any material agreement of indemnification, any material guaranty contracts and other agreements for the sale or any instrument evidencing indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditioned sale, or otherwise; lease (d) any agreement, obligation or commitment containing covenants purporting to limit or which effectively limit the Company's other than where Company or any of its subsidiaries' freedom Subsidiaries is a lessor) of any assets or properties (other than in the ordinary course of business) or for the grant to compete in any line of business or in any geographic area or which would so limit person (other than to Company or Surviving Corporation or any of its subsidiaries after the Effective Time Subsidiaries) of any preferential rights to purchase any assets or granting any exclusive distribution or properties, (v) contracts and other exclusive rights; (e) any agreement or commitment currently in force agreements relating to the disposition or acquisition by Company or any of its subsidiaries after the date Subsidiaries of this Agreement any operating business or entity or any interest therein, (vi) contracts or other agreements under which Company or any of a material amount of assets not its Subsidiaries agrees to indemnify any party, other than in the ordinary course of business, consistent with past practice, or pursuant to which share a tax liability of any party, (vii) contracts and other agreements containing covenants restricting Company has or any material ownership or participation interest of its Subsidiaries from competing in any corporationline of business or with any person in any geographical area or requiring Company or any of its Subsidiaries to engage in any line of business, partnership, joint venture, strategic alliance (viii) contracts or other business enterprise agreements (other than Company's subsidiaries; contracts in the ordinary course of their banking business) relating to the borrowing of money by Company or any of its Subsidiaries, or the direct or indirect guaranty by Company or any of its Subsidiaries of any obligation for, or an agreement by Company or any of its Subsidiaries to service, the repayment of borrowed money, or any other contingent obligations of Company or any of its Subsidiaries in respect of indebtedness of any other person, (fix) contracts or other agreements the termination of which by the Company or any of its Subsidiaries in advance of its stated termination date imposes a termination fee, penalty or similar payment requirement and the amount thereof; and (x) any other material contract or other agreement whether or commitment not made in the ordinary course of business, but shall not include any contract or agreement made with any affiliate Bank with respect to ordinary and customary deposit arrangements or loan agreements entered into by the Bank in the ordinary course of its business. There have been delivered or made available to Commerce true and complete copies of all of the contracts and other agreements set forth in Section 3.1(i) of the Company that is material to the Company; and (g) Disclosure Schedule and in any agreement or commitment currently in force providing for capital expenditures by Company or its subsidiaries in excess other Section of $250,000.00. The agreements required to be disclosed in the Company Disclosure Letter pursuant to clauses (aSchedule. Except as set forth in Section 3.1(i) through (g) above or pursuant to Section 2.9 or that are or would be required to be filed with any of the Company SEC Report ("COMPANY CONTRACTS") are valid Disclosure Schedule, each such contract and other agreement is in full force and effecteffect and constitutes a legal, except valid and binding obligation of Company or its Subsidiaries, as the case may be, and to the extent that such invalidity would not have a Material Adverse Effect on best knowledge of Company, each other party thereto, enforceable in accordance with its terms subject, as to enforceability, to bankruptcy, insolvency, and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles. Except as disclosed in the Company Disclosure Letter pursuant to clauses (a) through (g) above or pursuant to Section 2.9 and except as disclosed in any Company SEC Report, neither Neither Company nor any Subsidiary of Company has received any written, or, to the knowledge of the Company, any oral, notice of termination or intention to terminate from any other party to such contract or agreement. None of Company or any of its subsidiariesSubsidiaries or, nor to the best knowledge of Company's knowledge, any other party thereto, to any such contract or agreement is in breach, violation or breach of or default underunder any such contract or agreement (or with or without notice or lapse of time or both, and neither Company nor would be in violation or breach of or default under any of its subsidiaries such contract or agreement), which violation, breach or default has received written notice that it has breachedhad or would have, violated individually or defaultedin the aggregate, any of the terms or conditions of any Company Contract in such a manner as would have a Material Adverse Effect on Company.

Certain Agreements. (a) Except as set forth in Part 2.14 Section 3.11(a) of the Company Disclosure Letter or the Company SEC ReportsLetter, neither the Company nor any of its subsidiaries Subsidiaries is a party to any oral or is bound by: (a) any employment or consulting written agreement or commitment with any employee or member plan relating to the compensation of Company's Board employees of Directors, that, individually or in the aggregate, is material to Company, other than those that are terminable by Company or any of its subsidiaries on no more than thirty days notice without liability or financial obligation, except to the extent general principles of wrongful termination law may limit Company's or any of its subsidiaries' ability to terminate employees at will; (b) any agreement or planSubsidiaries, including any employment agreement, severance agreement, stock option plan, stock appreciation right rights plan, restricted stock plan or stock purchase plan, pension plan (as defined in Section 3(2) of ERISA) or welfare plan (as defined in Section 3(1) of ERISA) (collectively the "COMPENSATION AGREEMENTS"), any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the Stock Option 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 or the Stock Option Agreement;. No holder of any option to purchase shares of Company Common Stock, or shares of Company Common Stock granted in connection with the performance of services for the Company or its Subsidiaries, is or will be entitled to receive cash from the Company or any Subsidiary in lieu of or in exchange for such option or shares as a result of the transactions contemplated by this Agreement or the Stock Option Agreement except as provided in Section 5.6. Section 3.11(a) of the Company Letter sets forth (i) for each officer, director or employee who is a party to, or will receive benefits under, any Compensation Agreement as a result of the transactions contemplated herein, the total amount that each such person may receive, or is eligible to receive, assuming that the transactions contemplated by this Agreement are consummated on the date hereof, and (ii) the total amount of indebtedness owed to the Company or its Subsidiaries from each officer, director or employee of the Company and its Subsidiaries. (cb) any Set forth in Section 3.11(b) of the Company Letter is a list of all contracts that are material agreement to the business of indemnificationthe Company and its Subsidiaries taken as a whole (whether oral or written), including all distribution contracts, solesource supply contracts, national accounts contracts, any material guaranty indenture, mortgage, loan agreement, note or other agreement or instrument for borrowed money, any guarantee of any agreement or instrument evidencing indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditioned sale, or otherwise; (d) any agreement, obligation or commitment containing covenants purporting to limit or which effectively limit the Company's or any of its subsidiaries' freedom to compete in any line of business or in any geographic area or which would so limit Company or Surviving Corporation or any of its subsidiaries after the Effective Time or granting any exclusive distribution material lease, contractual license or other exclusive rights; (e) any agreement or commitment currently in force relating instrument to which the disposition or acquisition by Company or any of its subsidiaries after Subsidiaries is a party or by which the date of this Agreement of a material amount of assets not in the ordinary course of business, Company or pursuant any such Subsidiary is bound or to which Company has any material ownership of the properties, assets or participation interest in any corporation, partnership, joint venture, strategic alliance or other business enterprise other than Company's subsidiaries; (f) any agreement or commitment with any affiliate operations of the Company that or any such Subsidiary is material subject (collectively, "SIGNIFICANT CONTRACTS"). Prior to the Company; anddate hereof, the Company has provided true and complete copies of all such contracts to Parent. (gc) any Except as set forth on Section 3.11(c) of the Company Letter, each Significant Contract is a legal, valid and binding agreement or commitment currently in force providing for capital expenditures by of the Company or its subsidiaries in excess of $250,000.00. The agreements required to be disclosed in Subsidiaries, neither the Company Disclosure Letter pursuant nor any of its Subsidiaries (or to clauses (athe Knowledge of the Company, any other party thereto) through (g) above or pursuant to Section 2.9 or that are or would be required to be filed with is in default under any Company SEC Report ("COMPANY CONTRACTS") are valid Significant Contract, and none of such Significant Contracts has been canceled by the other party thereto; each Significant Contract is in full force and effecteffect and no event has occurred which, with the passage of time or the giving of notice or both, would constitute a default, event of default or other breach by the Company or any Subsidiary party thereto which would entitle the other party to such Significant Contract to terminate the same or declare a default or event of default thereunder; the Company and the Subsidiaries are not in receipt of any claim of default under any such agreement; in each instance, except to the extent that such invalidity where it would not have a Material Adverse Effect on Company. Except as disclosed in the Company Disclosure Letter pursuant to clauses (a) through (g) above or pursuant to Section 2.9 and except as disclosed in any Company SEC Report, neither Company nor any of its subsidiaries, nor to Company's knowledge, any other party thereto, is in breach, violation or default under, and neither Company nor any of its subsidiaries has received written notice that it has breached, violated or defaulted, any of the terms or conditions of any Company Contract in such a manner as would have a Material Adverse Effect on Company.

Certain Agreements. Except as set forth The Company Disclosure Schedule lists all Material Contracts. For purposes of this Agreement, unless otherwise indicated, "Material Contracts" means all contracts of the following types to which the Company or any Company Subsidiary is a party or by which the Company or any Company Subsidiary or any of their respective properties is bound, including real property leases, labor or employment-related agreements, and contracts relating to intellectual property: (a) joint venture and limited or general partnership agreements, shareholder agreements with respect to the Company Subsidiaries, joint ventures or partnerships or other contracts involving sharing of profits, losses, costs or liabilities, (b) mortgages, indentures, loan or credit agreements, letters of credit, reimbursement agreements, personal property leases, security agreements and other agreements and instruments relating to the borrowing of money or extension of credit in Part 2.14 any case in excess of $80,000, (c) other contracts which are not cancelable by the Company or any Company Subsidiary on notice of sixty (60) days or less and which require payment by the Company after the date hereof of more than $80,000 in any one calendar year, (d) material license or royalty agreements, whether the Company or any Company Subsidiary is the licensor or licensee thereunder, (e) confidentiality and non-disclosure agreements, (whether the Company or any Company Subsidiary is the beneficiary or the obligated party thereunder) other than such agreements entered into with consultants to the Company and the Company Subsidiaries or entered into in connection with possible acquisitions, (f) contracts containing covenants limiting the freedom of the Company Disclosure Letter or the any Company SEC Reports, neither Company nor any of its subsidiaries is a party to or is bound by: (a) any employment or consulting agreement or commitment with any employee or member of Company's Board of Directors, that, individually or in the aggregate, is material to Company, other than those that are terminable by Company Subsidiary or any of its subsidiaries on no more than thirty days notice without liability or financial obligation, except their respective officers to the extent general principles of wrongful termination law may limit Company's or any of its subsidiaries' ability to terminate employees at will; (b) any agreement or plan, including any stock option plan, stock appreciation right plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (c) any material agreement of indemnification, any material guaranty or any instrument evidencing indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditioned sale, or otherwise; (d) any agreement, obligation or commitment containing covenants purporting to limit or which effectively limit the Company's or any of its subsidiaries' freedom to compete engage in any line of business or in compete with any geographic area Person that relates directly or indirectly to the Company's business, (h) indemnification agreements with respect to any acquisition or disposition of assets, securities or business, whether the Company or any Company Subsidiary is the indemnitor or indemnitee, (i) contracts currently outstanding or which would so limit have been outstanding at any time in the last three years with any Person known to be an affiliate, director, officer, employee or shareholder of the Company (other than the Company and the Company Subsidiaries), (j) any executory contract relating to any material acquisitions or dispositions of assets, securities or businesses by the Company or Surviving Corporation or any of its subsidiaries after the Effective Time or granting any exclusive distribution or other exclusive rights; Company Subsidiary, (ek) any agreement with a change of control provision or commitment currently in force relating with restrictions or limitations on, or consent requirements with respect to, assignments, (l) any research, development or governmental grants made by any Person to the disposition or acquisition by Company or any of its subsidiaries after the date of this Agreement of a material amount of assets not Company Subsidiary in the ordinary course last three years and (m) contracts under which the Company or any Company Subsidiary is responsible for the indebtedness or obligations of business, any other Person or pursuant which evidence any guaranty or surety by the Company or any Company Subsidiary. The Company and the Company Subsidiaries have made available to which Parent a true and correct copy of each Material Contract. The Company has any and the Company Subsidiaries are in compliance in all material ownership or participation interest in any corporation, partnership, joint venture, strategic alliance or other business enterprise other than Company's subsidiaries; (f) any agreement or commitment respects with any affiliate their respective obligations under the Material Contracts. All of the Company that is material to the Company; and (g) any agreement or commitment currently in force providing for capital expenditures by Company or its subsidiaries in excess of $250,000.00. The agreements required to be disclosed in the Company Disclosure Letter pursuant to clauses (a) through (g) above or pursuant to Section 2.9 or that Material Contracts are or would be required to be filed with any Company SEC Report ("COMPANY CONTRACTS") are valid and in full force and effect, are valid and binding obligations of the Company and the Company Subsidiaries and enforceable in all material respects by the Company and the Company Subsidiaries in accordance with their terms except to the extent that such invalidity would not have enforceability may be limited by bankruptcy, reorganization, insolvency, fraudulent conveyance, moratorium, receivership or similar laws affecting creditors' rights generally and by general principles of equity (whether considered at law or in equity). To the knowledge of the Company, the other party to a Material Adverse Effect on Company. Except as disclosed in the Company Disclosure Letter pursuant to clauses (a) through (g) above or pursuant to Section 2.9 and except as disclosed in any Company SEC Report, neither Company nor any of its subsidiaries, nor to Company's knowledge, any other party thereto, Contract is in breach, violation or default under, and neither Company nor any of compliance with its subsidiaries has received written notice that it has breached, violated or defaulted, any of the terms or conditions of any Company Contract in such a manner as would have a Material Adverse Effect on Companymaterial obligations thereunder.

Certain Agreements. Except as otherwise set forth in Part 2.14 the applicable lettered subsection of the Company Disclosure Letter or the Company SEC ReportsSchedule, neither the Company nor any of its subsidiaries is a party to or is bound by: (a) any employment or consulting agreement or commitment with any employee or member of the Company's ’s Board of Directors, that, individually providing any term of employment or in the aggregate, is material to Company, other than those that are terminable by Company compensation guarantee or any consulting agreement or any employment agreement that provides severance benefits or other benefits after the termination of its subsidiaries on no more than thirty days notice without liability or financial obligationemployment of such employee regardless of the reason for such termination of employment, except to the extent general principles of wrongful termination law may limit Company's or any of its subsidiaries' ability to terminate employees at willas required by applicable law; (b) any agreement or plan, including any stock option plan, stock appreciation right plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (c) any material agreement of indemnification, any material guaranty or any instrument evidencing indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditioned conditional sale, or otherwise; (d) any agreement, obligation or commitment containing covenants purporting to limit or which effectively limit the Company's ’s or any of its subsidiaries' ’ freedom to compete in any line of business or in any geographic area or which would so limit Parent, the Company or the Surviving Corporation or any of its subsidiaries after the Effective Time or granting any exclusive distribution or other exclusive rights; (e) any agreement or commitment currently in force relating to the disposition or acquisition by the Company or any of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business, or pursuant to which the Company has any material ownership or participation interest in any corporation, partnership, joint venture, strategic alliance or other business enterprise other than the Company's ’s subsidiaries; (f) any licensing, distribution, resale or other agreement, contract or commitment with regard to the acquisition, distribution, resale or licensing of any Intellectual Property Rights other than licenses, distribution, resale agreements, advertising agreements, or other similar agreement entered into in the ordinary course of business consistent with past practice; (g) agreement to forgive any indebtedness in excess of $5,000 of any person to the Company or any subsidiary; (h) agreement regarding the lease of real property involving rental obligations in excess of $50,000 per annum, or agreement regarding the purchase of real property; (i) loan agreement, promissory note or other evidence of indebtedness for borrowed money; (j) agreement pursuant to which the Company or any subsidiary (A) uses any intellectual property of any third party that is material to the operation of its business (other than off-the-shelf commercial software programs with respect to which no future license or royalty payment will become due), (B) incorporates any third party intellectual property in any of its products; or (C) has granted to any third party an exclusive license of any Intellectual Property Rights owned by the Company or any license of its source code (including customary source code escrow arrangements entered into in the ordinary course of business); (k) agreement obligating the Company or any subsidiary to make aggregate payments in excess of $50,000 to any third party during the two-year period ending June 30, 2006; (l) agreement pursuant to which the Company or any subsidiary (A) reasonably expects to receive aggregate payments in excess of $100,000 during the two year period ending June 30, 2006 or (B) reasonably expects to recognize revenue in such aggregate amount during such two year period; (m) agreement or commitment with any affiliate of the Company that is material to the Company; and; (gn) any agreement or commitment currently in force providing for capital expenditures by the Company or its subsidiaries in excess of $250,000.0050,000; or (o) any other agreement or commitment currently in effect that is material to the Company’s or its subsidiaries’ business as presently conducted and proposed to be conducted. The agreements Each agreement that is required to be disclosed in the Company Disclosure Letter Schedule pursuant to clauses (a) through (go) above or pursuant to Section 2.9 or and each agreement that are or would be is required to be filed with any Company SEC Report ("COMPANY CONTRACTS") are shall be referred to herein as a “Company Contract.” Each Company Contract is valid and in full force and effect, except to . Neither the extent that such invalidity would not have a Material Adverse Effect on Company. Except as disclosed in the Company Disclosure Letter pursuant to clauses (a) through (g) above or pursuant to Section 2.9 and except as disclosed in any Company SEC Report, neither Company nor any of its subsidiaries, nor to the Company's ’s knowledge, any other party thereto, is in breach, violation or default under, and neither the Company nor any of its subsidiaries has received written notice alleging that it has breached, violated or defaulteddefaulted under, any of the terms or conditions of any Company Contract in such a manner as would have a Material Adverse Effect on Companypermit any other party thereto to cancel or terminate any such Company Contract, or would permit any other party to seek material damages or other remedies for any or all such alleged breaches, violations, or defaults.

Certain Agreements. Except as set forth disclosed in Part 2.14 Section 5.12 of the Company Disclosure Letter or the Company SEC ReportsSchedule, neither Company Xxxxxx nor any of its subsidiaries Subsidiaries is a party to any agreement, plan or is bound by: (a) any employment or consulting agreement or commitment arrangement with any officer, director or employee or member of Company's Board of Directors, that, individually or in the aggregate, is material to Company, other than those that are terminable by Company Xxxxxx or any of its subsidiaries on no more Subsidiaries (a) the benefits of which are contingent, or the terms of which are materially altered, upon the occurrence of any of the transactions contemplated by this Agreement, (b) providing benefits after the termination of employment regardless of the reason for such termination of employment, other than thirty days notice without liability or financial obligation, except benefits generally applicable to the extent general principles of wrongful termination law may limit Company's Xxxxxx' or any of its subsidiariesSubsidiaries' ability salaried or hourly employees, (c) under which any person may receive payments subject to terminate employees at will; the tax imposed by Section 4999 of the Code, or (bd) any agreement or plan, including any stock option plan, stock appreciation right plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement 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 disclosed in Section 5.12 of the Disclosure Schedule, neither Xxxxxx nor any of its Subsidiaries is a party to any (ci) Contract relating to or granting a Lien securing the borrowing of money or the guarantee of any material agreement obligation for the borrowing of indemnificationmoney, any material guaranty (ii) Contract or any instrument evidencing indebtedness for borrowed money by way other document that substantially limits the freedom of direct loan, sale of debt securities, purchase money obligation, conditioned sale, or otherwise; (d) any agreement, obligation or commitment containing covenants purporting to limit or which effectively limit the Company's Xxxxxx or any of its subsidiaries' freedom Subsidiaries to compete in any line of business or with any Person or in any geographic area or which would so limit Company or Surviving Corporation the freedom of Newco or any of its subsidiaries Subsidiaries to so compete after the Effective Time or granting any exclusive distribution or other exclusive rights; Closing, (eiii) any agreement or commitment currently in force Contract relating to the acquisition or disposition or acquisition of any business by Company Xxxxxx or any of its subsidiaries after Subsidiaries, (iv) Contract with the date Stockholders or any of this Agreement of a material amount of assets not in the ordinary course of business, their other Affiliates or pursuant to which Company has any material ownership or participation interest in any corporation, partnership, joint venture, strategic alliance or (v) other business enterprise other than Company's subsidiaries; (f) any agreement or commitment with any affiliate of the Company Contract that is material to Xxxxxx and its Subsidiaries, taken as a whole. Except as set forth in Section 5.12 of the Company; and (g) any agreement Disclosure Schedule and except as would not reasonably be expected to have, individually or commitment currently in force providing for capital expenditures by Company or its subsidiaries in excess of $250,000.00. The agreements required to be disclosed in the Company Disclosure Letter pursuant to clauses (a) through (g) above or pursuant to Section 2.9 or that are or would be required to be filed with any Company SEC Report ("COMPANY CONTRACTS") are valid and in full force and effectaggregate, except to the extent that such invalidity would not have a Material Adverse Effect on Company. Except as disclosed Xxxxxx, each Contract described in Section 5.12 of the Company Disclosure Letter pursuant Schedule, or required to clauses (a) through (g) above or pursuant to Section 2.9 be so described, is a valid and except as disclosed binding obligation of the parties thereto and is in any Company SEC Report, full force and effect without amendment and neither Company Xxxxxx nor any of its subsidiariesSubsidiaries nor, nor to Company's knowledgethe knowledge of Xxxxxx, any other party thereto, thereto is (or with the giving of notice or lapse of time or both would be) in breach, violation breach or default under, and neither Company nor under any of its subsidiaries has received written notice that it has breached, violated or defaulted, such agreements in any material respect. Except as set forth in the Section 5.12 of the terms Disclosure Schedule, each party has performed all obligations required to be performed by it through the date hereof under the agreements so described in Section 5.12 of the Disclosure Schedule and is not (with or conditions without lapse of time or giving notice, or both) in breach or default under any Company Contract in such a manner as would have a Material Adverse Effect on CompanyContract.

Certain Agreements. 3.11.1 Except as set forth in Part 2.14 described on Section 3.11.1 of the Company Sunstate Disclosure Letter or Schedule, As of the Company SEC Reportsdate hereof, neither Company Sunstate nor any either of its subsidiaries Sunstate's Subsidiaries is a party to any oral or is bound by: written (ai) consulting or similar agreement with any present or former director, officer or employee or any entity controlled by any such person not terminable on thirty days' or less notice involving the payment of not more than $25,000 per annum; (ii) agreement with any director, executive officer or other key employee the benefits of which are contingent, or the terms of which are materially altered, upon the occurrence of a transaction involving any such company of the nature contemplated by this Agreement; (iii) agreement with respect to any director, executive officer or other key employee providing any term of employment or consulting agreement compensation guarantee extending for a period longer than one year and for the payment in excess of $100,000 per annum; or commitment with any employee or member of Company's Board of Directors, that, individually or in the aggregate, is material to Company, other than those that are terminable by Company or any of its subsidiaries on no more than thirty days notice without liability or financial obligation, except to the extent general principles of wrongful termination law may limit Company's or any of its subsidiaries' ability to terminate employees at will; (biv) any agreement or plan, including any stock option plan, stock appreciation right plan, restricted stock plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement 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 set forth in Section 3.11.1 of the Disclosure Schedule. (c) any material agreement 3.11.2 Except as set forth in Section 3.11.2 of indemnificationthe Sunstate Disclosure Schedule, any material guaranty neither Sunstate nor either of Sunstate's Subsidiaries is indebted for money borrowed, either directly or any instrument evidencing indebtedness for borrowed money by way of direct loanindirectly, sale of debt securities, purchase money obligation, conditioned sale, or otherwise; (d) any agreement, obligation or commitment containing covenants purporting to limit or which effectively limit the Company's or from any of its subsidiaries' freedom to compete officers, directors, or any Affiliate (as defined below), in any line of business or in any geographic area or which would so limit Company or Surviving Corporation or amount whatsoever, nor are any of its subsidiaries after the Effective Time officers, directors, or granting Affiliates indebted for money borrowed from such entity; nor are there any exclusive distribution or other exclusive rights; (e) any agreement or commitment currently in force relating to the disposition or acquisition by Company or transactions of a continuing nature between such entity and any of its subsidiaries after officers, directors, or Affiliates (other than by or through the date regular employment thereof) not subject to cancellation which will continue beyond the Closing Date, including, without limitation, use of Sunstate's, GHC's or SGHC's, respectively, assets for personal benefit with or without adequate compensation. For purposes of this Agreement of a material amount of assets not Agreement, the term "Affiliate" shall mean any person that, directly or indirectly, through one or more intermediaries, controls or is controlled by, or is under common control with, the person specified. As used in the ordinary course foregoing definition, the term (i) "control" shall mean the power through the ownership of businessvoting securities, contract or pursuant otherwise to which Company has any material ownership or participation interest in any direct the affairs of another person and (ii) "person" shall mean an individual, firm, trust, association, corporation, partnership, joint venturegovernment (whether federal, strategic alliance state, local or other business enterprise other than Company's subsidiaries; (f) subdivision, or any agreement agency or commitment with any affiliate bureau of the Company that is material to the Company; and (g) any agreement or commitment currently in force providing for capital expenditures by Company or its subsidiaries in excess of $250,000.00. The agreements required to be disclosed in the Company Disclosure Letter pursuant to clauses (a) through (g) above or pursuant to Section 2.9 or that are or would be required to be filed with any Company SEC Report ("COMPANY CONTRACTS") are valid and in full force and effect, except to the extent that such invalidity would not have a Material Adverse Effect on Company. Except as disclosed in the Company Disclosure Letter pursuant to clauses (a) through (g) above or pursuant to Section 2.9 and except as disclosed in any Company SEC Report, neither Company nor any of its subsidiaries, nor to Company's knowledge, any them) or other party thereto, is in breach, violation or default under, and neither Company nor any of its subsidiaries has received written notice that it has breached, violated or defaulted, any of the terms or conditions of any Company Contract in such a manner as would have a Material Adverse Effect on Companyentity.

Certain Agreements. (a) Except as set forth in Part 2.14 Section 3.11(a) of the Company Disclosure Letter or the Company SEC ReportsLetter, neither the Company nor any of its subsidiaries Subsidiaries is a party to any oral or is bound by: (a) any employment or consulting written agreement or commitment with any employee plan relating to the compensation or member employment of Company's Board employees of Directors, that, individually or in the aggregate, is material to Company, other than those that are terminable by Company or any of its subsidiaries on no more than thirty days notice without liability or financial obligation, except to the extent general principles of wrongful termination law may limit Company's or any of its subsidiaries' ability to terminate employees at will; (b) any agreement or planSubsidiaries, including any employment agreement, confidentiality agreement, arbitration agreement, expatriate agreement, severance agreement, stock option plan, stock appreciation right rights plan, restricted stock plan or stock purchase plan, pension plan (as defined in Section 3(2) of ERISA) or welfare plan (as defined in Section 3(1) of ERISA) (collectively the "COMPENSATION AGREEMENTS"), any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the Stock Option 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 or the Stock Option Agreement;. No holder of any option to purchase shares of Company Common Stock, or shares of Company Common Stock granted in connection with the performance of services for the Company or its Subsidiaries, is or will be entitled to receive cash from the Company or any Subsidiary in lieu of or in exchange for such option or shares as a result of the transactions contemplated by this Agreement or the Stock Option Agreement except as provided in Section 5.7. Section 3.11(a) of the Company Letter sets forth (i) for each officer, director, employee, consultant, agent, or shareholder who is a party to, or will receive benefits under, any Compensation Agreement as a result of the transactions contemplated herein, the total amount that each such person may receive, or is eligible to receive, assuming that the transactions contemplated by this Agreement are consummated on the date hereof, and (ii) the total amount of indebtedness owed to the Company or its Subsidiaries from each officer, director, employee, consultant, agent, or shareholder of the Company and its Subsidiaries. Each officer, director, employee, consultant, agent, or shareholder of the Company or any Subsidiary with access to confidential or proprietary information of the Company or any Subsidiary has executed a legally binding agreement obligating such employee or consultant to hold confidential such proprietary information. To the Knowledge of the Company, no officer, director, employee, consultant, agent, or shareholder of the Company or any of Subsidiary is in violation of any term of any Compensation Agreement, employment contract, confidentiality or non-disclosure agreement or any other contract, agreement, commitment or understanding relating to the relationship of such employee, consultant or agent with the Company, any Subsidiary, or any other party. (cb) any Set forth in Section 3.11(b) of the Company Letter is a list of all contracts that involve payments by the Company of more than $1,000,000 or are otherwise material agreement to the business of indemnificationthe Company and its Subsidiaries taken as a whole (whether oral or written), including all distribution contracts, sole-source supply contracts, national accounts contracts, any material guaranty indenture, mortgage, loan agreement, note or other agreement or instrument for borrowed money, any guarantee of any agreement or instrument evidencing indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditioned sale, or otherwise; (d) any agreement, obligation or commitment containing covenants purporting to limit or which effectively limit the Company's or any of its subsidiaries' freedom to compete in any line of business or in any geographic area or which would so limit Company or Surviving Corporation or any of its subsidiaries after the Effective Time or granting any exclusive distribution material lease, contractual license or other exclusive rights; (e) any agreement or commitment currently in force relating instrument to which the disposition or acquisition by Company or any of its subsidiaries after Subsidiaries is a party or by which the date of this Agreement of a material amount of assets not in the ordinary course of business, Company or pursuant any such Subsidiary is bound or to which Company has any material ownership of the properties, assets or participation interest in any corporation, partnership, joint venture, strategic alliance or other business enterprise other than Company's subsidiaries; (f) any agreement or commitment with any affiliate operations of the Company that or any such Subsidiary is material subject (collectively, 21 "SIGNIFICANT CONTRACTS"). Prior to the Company; anddate hereof, the Company has provided true and complete copies of all such contracts to Parent. (gc) any Except as set forth on Section 3.11(c) of the Company Letter, each Significant Contract is a legal, valid and binding agreement or commitment currently in force providing for capital expenditures by of the Company or its subsidiaries in excess of $250,000.00. The agreements required to be disclosed in Subsidiaries, neither the Company Disclosure Letter pursuant nor any of its Subsidiaries (or to clauses (athe Knowledge of the Company, any other party thereto) through (g) above or pursuant to Section 2.9 or that are or would be required to be filed with is in default under any Company SEC Report ("COMPANY CONTRACTS") are valid Significant Contract, and none of such Significant Contracts has been canceled by the other party thereto; each Significant Contract is in full force and effecteffect and no event has occurred which, with the passage of time or the giving of notice or both, would constitute a default, event of default or other breach by the Company or any Subsidiary party thereto which would entitle the other party to such Significant Contract to terminate the same or declare a default or event of default thereunder; the Company and the Subsidiaries are not in receipt of any claim of default under any such agreement; in each instance, except to the extent that such invalidity where it would not have a Material Adverse Effect on Company. Except as disclosed in the Company Disclosure Letter pursuant to clauses (a) through (g) above or pursuant to Section 2.9 and except as disclosed in any Company SEC Report, neither Company nor any of its subsidiaries, nor to Company's knowledge, any other party thereto, is in breach, violation or default under, and neither Company nor any of its subsidiaries has received written notice that it has breached, violated or defaulted, any of the terms or conditions of any Company Contract in such a manner as would have a Material Adverse Effect on Company.

Certain Agreements. Except Other than (i) the Eclipsys Merger Agreement, (ii) the Agreement and Plan of Merger dated as of the date of this Agreement (the "HEALTHVISION MERGER AGREEMENT") between Parent and HEALTHvision, Inc. ("HEALTHVISION"), (iii) the Outsourcing Agreement, and other related agreements, except as otherwise set forth in Part 2.14 3.14 of the Company Parent Disclosure Letter or the Company SEC ReportsLetter, neither Company Parent nor any of its subsidiaries is a party to or is bound by: (a) other than as disclosed in Part 3.12 of the Parent Disclosure Letter, any employment or consulting agreement or commitment with any employee officer or member of CompanyParent's Board of Directors, that, individually or in the aggregate, is material to Company, other than those that are terminable by Company Parent or any of its subsidiaries on no more than thirty days notice without liability or financial obligation, except to the extent general principles of wrongful termination law may limit CompanyParent's or any of its subsidiaries' ability to terminate employees at will, or any consulting agreement; (b) any agreement or plan, including any stock option plan, stock appreciation right plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (c) any material agreement of indemnification, any material guaranty or any material instrument evidencing indebtedness for borrowed money by way of direct loan, sale of debt securities, securities or purchase money obligation, conditioned sale, or otherwise; (dc) any agreement, agreement or obligation or commitment containing covenants purporting to limit or which effectively limit the CompanyParent's or any of its subsidiaries' freedom to compete in any line of business or in any geographic area or which would so limit Company or Surviving Corporation Parent or any of its subsidiaries after the Effective Time Closing or granting any exclusive distribution or other exclusive rights; (ed) any agreement or commitment obligation currently in force relating to the disposition or acquisition by Company Parent or any of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business, or pursuant to which Company Parent has any material ownership or participation interest in any corporation, partnership, joint venture, strategic alliance or other business enterprise other than CompanyParent's subsidiaries; (e) any agreement or obligation currently in force to provide source code to any third party for any product or technology; (f) any agreement or commitment obligation with any affiliate of the Company that is material to the CompanyParent; andor (g) any agreement or commitment currently in force providing for capital expenditures by Company Parent or its subsidiaries in excess of $250,000.001,000,000. The agreements required to be disclosed in the Company Parent Disclosure Letter pursuant to clauses (a) through (g) above or pursuant to Section 2.9 3.9 or that are or would be required to be filed with any Company Parent SEC Report ("COMPANY PARENT CONTRACTS") are valid and in full force and effect, except to the extent that such invalidity would not have a Material Adverse Effect on CompanyParent. Except as disclosed in the Company Disclosure Letter pursuant to clauses (a) through (g) above or pursuant to Section 2.9 and except as disclosed in any Company SEC Report, neither Company Neither Parent nor any of its subsidiaries, nor to CompanyParent's knowledge, any other party thereto, is in breach, violation or default under, and neither Company Parent nor any of its subsidiaries has received written notice that it has breached, violated or defaulted, any of the terms or conditions of any Company Parent Contract in such a manner as would have a Material Adverse Effect on CompanyParent.

Certain Agreements. Except for those Contracts filed as set forth in exhibits or appendices to any of the Company SEC Reports, Part 2.14 of the Company Disclosure Letter or (which is divided into subsections referenced to the Company SEC Reports, neither Company nor any clauses below) sets forth a complete list of its subsidiaries is a party to or is bound byeach of the following Contracts of Company: (a) any employment or consulting agreement or commitment Contract with any employee or employee, member of Company's ’s Board of Directors, that, individually or in the aggregate, is material to Companycontractor, other than those that are terminable by Company or any of its subsidiaries on no more than thirty days notice without liability or financial obligation, except to the extent general principles of wrongful termination law may limit Company's or any of its subsidiaries' ability to terminate employees at will; (b) any agreement or planContract, including any material severance agreement, stock option plan, stock appreciation right plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (c) any material agreement of indemnification, any material guaranty or any instrument evidencing indebtedness for borrowed money by way or any Contract of direct loanindemnification, sale of debt securities, purchase money obligation, conditioned other than Company’s standard Intellectual Property indemnification provided in Company’s standard Contracts for sale, or otherwiselicensing and/or distribution of Company Products and services, and Company Intellectual Property (copies of which has been provided to Parent), from which there has been no material deviation, and Company’s standard Intellectual Property indemnification agreement in the form provided to Parent; (d) any agreement, obligation or commitment Contract containing covenants purporting to limit limit, or which effectively limit the would limit, Company's or any of its subsidiaries' ’s freedom to compete in any line of business or business, in any segment of the market, in any geographic area area, during any period of time or with respect to any class of customers, or which would so limit Parent, Company or Surviving Corporation or any of its their subsidiaries after the Effective Time Time, or which would limit the granting any exclusive Intellectual Property license, distribution rights or other exclusive rights; (e) any agreement or commitment Contract currently in force relating to the disposition or acquisition by Company or any of its subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business, or pursuant to which Company has any material ownership or participation interest in any corporation, partnership, joint venture, strategic alliance or other business enterprise other than Company's subsidiariesenterprise; (f) any agreement or commitment Contract with any affiliate of the Company that is material regard to the acquisition or licensing of any material Intellectual Property other than Company; and’s standard form Contracts with respect to the acquisition, sale, distribution and/or licensing of such Intellectual Property in the form provided to Parent, from which there has been no material deviation; (g) any agreement Contract with any current (i) officer of Company, (ii) director of Company or commitment currently in force (iii) holder of 5% or more of the capital stock of Company; (h) any executed but not fully performed Contract providing for capital expenditures by Company or its subsidiaries in excess of $250,000.0025,000; (i) any dealer, distributor, joint marketing or development Contract, under which Company has continuing obligations or costs in excess of $50,000 per year pursuant to the written terms of the Contract, other than those obligations that are terminable by Company on no more than 30 days notice without liability or financial obligation to Company; (j) any agreement pursuant to which Company has continuing obligations to jointly develop any Intellectual Property; (k) any Contract to provide source code to any third party for any product or technology; (l) any Contract (i) containing any support or maintenance obligation on the part of Company outside of the ordinary course of business consistent with past practice or (ii) containing any service obligation or cost on the part of Company in excess of $50,000, other than those obligations that are terminable by Company on no more than 30 days notice without liability or financial obligation to Company; (m) (whether or not listed under clause (l) above) any Contract with EDS (i) containing any support or maintenance obligation on the part of Company or (ii) containing any service obligation on the part of Company (defined above as a “Scheduled EDS Contract”); (n) any Contract with any third party to integrate and distribute the products, services or technology of Company with such third party’s products or services; (o) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other Contracts relating to the borrowing of money or extension of credit in excess of $50,000, other than accounts receivables and payables in the ordinary course of business; (p) any settlement agreements entered into with Employees within three years prior to the date hereof involving payments in excess of $100,000 and any other settlement agreement entered into within three years prior to the date hereof involving payments in excess of $50,000; (q) any Contract or commitment pursuant to which Company is obligated to pay in the future in excess of $50,000 in any one year period, other than those obligations that are terminable by Company on no more than 30 days notice without liability or financial obligation to Company; (r) any other Contract that has a value of $50,000 or more in any individual case not described in clauses (a) through (p) above; or (s) any other “material contract” (as defined in Item 601(b)(10) of Regulation S-K of the SEC) or other material Contract currently in effect, the cancellation or breach of which would reasonably be expected to have a Material Adverse Effect on Company or materially impact any right to use any third party Intellectual Property. The agreements Contracts required to be disclosed in the Company Disclosure Letter pursuant to clauses (a) through (gs) above or pursuant to Section 2.9 or that are or would be required to be filed with as exhibits or appendices to any Company SEC Report ("COMPANY CONTRACTS"“Company Contracts”) are valid and in full force and effecteffect with respect to Company, except to the extent that such invalidity would not have a Material Adverse Effect on be material to Company. Except as disclosed Company is not in the Company Disclosure Letter pursuant to clauses (a) through (g) above or pursuant to Section 2.9 and except as disclosed in any Company SEC Report, neither Company nor any of its subsidiaries, nor to Company's knowledge, any other party thereto, is in material breach, violation or default under, and neither Company nor any of its subsidiaries has not received written notice that it has materially breached, violated or defaulted, any of the terms or conditions of any Company Contract Contracts. Except as disclosed in Part 2.14 of the Company Disclosure Letter, none of the Company Contracts (i) are terminable for convenience or (ii) require Company to refund part or all of the fees paid to Company under such Company Contracts upon a manner as would have termination thereof or the making of a Material Adverse Effect on Companyclaim for indemnification thereunder or pursuant to the provisions of an express warranty thereunder.