EXCEPT AS EXPRESSLY CONTEMPLATED BY THIS
AGREEMENT, AS DISCLOSED IN THE COMPANY REPORTS, OR AS SET FORTH ON SCHEDULE 4.15
AS OF THE CLOSING DATE, NO 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 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
18
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