MEMBER OF THE COMPANY GROUP IS A PARTY TO OR BOUND BY ANY
WRITTEN OR ORAL:
(I)
CONTRACT FOR THE EMPLOYMENT OR RETAINER OF ANY OFFICER,
INDIVIDUAL EMPLOYEE OR OTHER PERSON ON A FULL-TIME, PART-TIME, CONSULTING OR
OTHER BASIS PROVIDING ANNUAL COMPENSATION IN EXCESS OF $150,000 OR WHICH CANNOT
BE TERMINATED WITHOUT CAUSE
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AND WITHOUT POST-TERMINATION LIABILITY BY PROVIDING ONLY REASONABLE NOTICE AT
COMMON LAW;
(II)
CONTRACT UNDER WHICH ANY MEMBER OF THE COMPANY GROUP HAS ADVANCED
OR LOANED ANY OTHER PERSON AMOUNTS IN THE AGGREGATE EXCEEDING $200,000;
(III)
AGREEMENT OR INDENTURE RELATING TO BORROWED MONEY OR OTHER
INDEBTEDNESS (EXCLUDING GUARANTEES) OR THE MORTGAGING, PLEDGING OR OTHERWISE
PLACING A LIEN ON ANY MATERIAL ASSET OR MATERIAL GROUP OF ASSETS OF THE COMPANY
GROUP;
(IV)
GUARANTEE OF ANY OBLIGATION IN EXCESS OF $150,000;
(V)
AGREEMENT UNDER WHICH IT HAS GRANTED ANY PERSON ANY REGISTRATION
RIGHTS (INCLUDING DEMAND OR PIGGYBACK REGISTRATION RIGHTS);
(VI)
AGREEMENT WITH A TERM OF MORE THAN TWELVE MONTHS WHICH CONTAINS
EXECUTORY OBLIGATIONS IN EXCESS OF $150,000 AND WHICH IS NOT TERMINABLE BY THE
MEMBER OF THE COMPANY GROUP PARTY THERETO UPON 60 DAYS OR LESS NOTICE WITHOUT
PENALTY;
(VII)
ANY AGREEMENT OR ARRANGEMENT PURSUANT TO WHICH ANOTHER PERSON IS
ENGAGED AS A FINDER, BROKER, AGENT OR IN ANY OTHER CAPACITY IN RESPECT OF THE
SALE OF EQUITY SECURITIES OR DEBT SECURITIES OF THE COMPANY OR A COMPANY SALE;
(VIII)
CONTRACT OR AGREEMENT PROHIBITING IT FROM FREELY ENGAGING IN ANY
BUSINESS OR COMPETING ANYWHERE IN THE WORLD;
(IX)
ANY OTHER AGREEMENT WHICH IS MATERIAL TO ITS OPERATIONS AND
BUSINESS PROSPECTS, INVOLVES A CONSIDERATION IN EXCESS OF $300,000 ANNUALLY OR
THE TERMINATION OF WHICH COULD RESULT IN A MATERIAL ADVERSE EFFECT; OR
(X)
CONTRACT, LICENSE OR PERMISSION (I) PURSUANT TO WHICH ANY
INTELLECTUAL PROPERTY IS LICENSED, TRANSFERRED OR OTHERWISE MADE AVAILABLE,
INCLUDING ON A CONTINGENT BASIS, TO ANY THIRD PARTY (OTHER THAN NON-EXCLUSIVE,
INTERNAL USE, OBJECT CODE SOFTWARE LICENSES GRANTED BY THE COMPANY TO AN END
USER CUSTOMER OF THE COMPANY IN THE ORDINARY COURSE OF BUSINESS PURSUANT TO THE
COMPANY'S STANDARD FORM OF END USER LICENSE AGREEMENT SET FORTH IN
SCHEDULE 4.15(A)(X) ("EULAS")), OR (II) PURSUANT TO WHICH ANY THIRD PARTY HAS
LICENSED, TRANSFERRED OR OTHERWISE MADE AVAILABLE ANY INTELLECTUAL PROPERTY,
INCLUDING ON A CONTINGENT BASIS, TO ANY MEMBER OF THE COMPANY GROUP (EXCEPT FOR
NON-EXCLUSIVE, INTERNAL USE WRITTEN SOFTWARE LICENSES SOLELY UNDER WHICH
NON-CUSTOMIZED SOFTWARE IS LICENSED TO THE COMPANY SOLELY IN EXECUTABLE OR
OBJECT CODE FORM, WHERE SUCH SOFTWARE IS NOT INCORPORATED INTO, OR USED DIRECTLY
IN THE DEVELOPMENT, MANUFACTURING, OR DISTRIBUTION OF, ANY OF THE PRODUCTS OR
SERVICES OF ANY COMPANY GROUP MEMBER, AND IS GENERALLY AVAILABLE ON STANDARD
TERMS FOR LESS THAN $15,000 ("SHRINKWRAP AGREEMENTS")).
(B)
ALL OF THE CONTRACTS, AGREEMENTS AND INSTRUMENTS REQUIRED TO BE
SET FORTH ON SCHEDULE 4.15 (THE "MATERIAL CONTRACTS") AND ALL EULAS AND
SHRINKWRAP AGREEMENTS ARE VALID, BINDING AND ENFORCEABLE IN ACCORDANCE WITH
THEIR RESPECTIVE TERMS.
EACH MEMBER OF THE
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COMPANY GROUP HAS PERFORMED ALL MATERIAL