OF THE COMPANY OR ANY PRESENT OR FORMER OFFICER, DIRECTOR OR
STOCKHOLDER OF THE COMPANY, (K) AGREEMENT OBLIGATING THE COMPANY TO PAY ANY
ROYALTY OR SIMILAR CHARGE FOR THE USE OR EXPLOITATION OF ANY TANGIBLE OR
INTANGIBLE PROPERTY, (1) COVENANT NOT TO COMPETE OR OTHER RESTRICTION ON ITS
ABILITY TO CONDUCT A BUSINESS OR ENGAGE IN ANY OTHER ACTIVITY, (M) DISTRIBUTOR,
DEALER, MANUFACTURER'S REPRESENTATIVE, SALES AGENCY, FRANCHISE OR ADVERTISING
CONTRACT OR COMMITMENT, (N) AGREEMENT TO REGISTER SECURITIES UNDER THE
SECURITIES ACT, (O) COLLECTIVE BARGAINING AGREEMENT, OR (P) AGREEMENT OR OTHER
COMMITMENT OR ARRANGEMENT WITH ANY PERSON CONTINUING FOR A PERIOD OF MORE THAN
THREE MONTHS FROM THE CLOSING DATE WHICH INVOLVES AN EXPENDITURE OR RECEIPT BY
THE COMPANY IN EXCESS OF $25,000. EXCEPT AS DISCLOSED IN SCHEDULE 2.13(B), NONE
OF THE AGREEMENTS, CONTRACTS, LEASES, INSTRUMENTS OR OTHER DOCUMENTS OR
ARRANGEMENTS LISTED IN SCHEDULE 2.13(A) THROUGH SCHEDULE 2.13(D) REQUIRES THE
CONSENT OF ANY OF THE PARTIES THERETO OTHER THAN THE COMPANY TO PERMIT THE
CONTRACT, AGREEMENT, LEASE, INSTRUMENT OR OTHER DOCUMENT OR ARRANGEMENT TO
REMAIN EFFECTIVE FOLLOWING CONSUMMATION OF THE MERGER AND EXCHANGE AND THE
TRANSACTIONS CONTEMPLATED HEREBY.
(C)
SCHEDULE 2.13(C) CONTAINS A TRUE AND COMPLETE LIST OF ALL
INSURANCE POLICIES AND INSURANCE COVERAGE WITH RESPECT TO THE COMPANY, AND ITS
BUSINESS, PREMISES, PROPERTIES, ASSETS, EMPLOYEES AND AGENTS.
(D)
SCHEDULE 2.13(D) CONTAINS A TRUE AND COMPLETE LIST OF ALL
PATENTS, PATENT APPLICATIONS, TRADE NAMES, TRADEMARKS, TRADEMARK REGISTRATIONS
AND APPLICATIONS, COPYRIGHTS, COPYRIGHT REGISTRATIONS AND APPLICATIONS, AND
GRANTS OF LICENSES, BOTH DOMESTIC AND FOREIGN, PRESENTLY OWNED, POSSESSED, USED
OR HELD BY THE COMPANY; AND, EXCEPT AS SET FORTH IN SCHEDULE 2.16, THE COMPANY
OWNS THE ENTIRE RIGHT, TITLE AND INTEREST IN AND TO THE SAME, FREE AND CLEAR OF
ALL LIENS AND RESTRICTIONS. SCHEDULE 2.13(D) ALSO CONTAINS A TRUE AND COMPLETE
LIST OF ALL LICENSES GRANTED TO OR BY THE COMPANY WITH RESPECT TO THE FOREGOING.
EXCEPT AS DISCLOSED IN SCHEDULE 2.13(D), NONE OF THE COMPANY'S PATENTS, PATENT
APPLICATIONS, TRADE NAMES, TRADEMARKS, TRADEMARK REGISTRATIONS AND APPLICATIONS,
COPYRIGHTS, COPYRIGHT REGISTRATIONS AND APPLICATIONS AND GRANTS OF LICENSES SET
FORTH IN SCHEDULE 2.13(D) ARE SUBJECT TO ANY PENDING OR, TO THE KNOWLEDGE OF THE
COMPANY AND THE STOCKHOLDERS, THREATENED CHALLENGE. NEITHER THE EXECUTION NOR
DELIVERY OF THIS AGREEMENT, NOR THE CONSUMMATION OF THE TRANSACTIONS
CONTEMPLATED HEREBY, WILL GIVE ANY LICENSOR OR LICENSEE OF THE COMPANY ANY RIGHT
TO CHANGE THE TERMS OR PROVISIONS OF, TERMINATE OR CANCEL, ANY LICENSE TO WHICH
THE COMPANY IS A PARTY.
(E)
THE COMPANY HAS FURNISHED TO PARENT TRUE AND COMPLETE COPIES
OF ALL AGREEMENTS AND OTHER DOCUMENTS AND A DESCRIPTION OF ALL APPLICABLE ORAL
AGREEMENTS DISCLOSED OR REFERRED TO IN SCHEDULE 2.13(A) THROUGH SCHEDULE
2.13(D), AS WELL AS ANY ADDITIONAL AGREEMENTS OR DOCUMENTS, REQUESTED BY PARENT.
THE COMPANY HAS IN ALL MATERIAL RESPECTS PERFORMED ALL OBLIGATIONS REQUIRED TO
BE PERFORMED BY IT TO DATE AND IS NOT IN DEFAULT IN ANY RESPECT UNDER ANY OF THE
CONTRACTS, AGREEMENTS, LEASES, DOCUMENTS, COMMITMENTS OR OTHER ARRANGEMENTS TO
WHICH IT IS A PARTY