AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT AND PLAN OF MERGER , dated as of October 31, 2005 (this “ Agreement ”), is made by and among Mobilepro Corp., a Delaware corporation (“ Buyer ”), InReach Internet, Inc. a Delaware corporation and a direct wholly owned subsidiary of Buyer (“ Buyer Sub ”), InReach Internet, LLC, a California limited liability company (the “ Company ”), and Balco Holdings, Inc., a California corporation and sole member of the Company (“ Company Parent ”).

WHEREAS , the Board of Directors of Buyer, Buyer Sub, and Company Parent, and the Manager of Company, have determined that it is in the best interests of their respective companies and their stockholders or members to consummate the business combination transaction provided for herein in which the Company will, subject to the terms and conditions set forth herein, merge with and into Buyer Sub, with Buyer Sub being the surviving entity (the “ Merger ”); and

WHEREAS , the parties desire to make certain representations, warranties and agreements in connection with the Merger and also to prescribe certain conditions to the Merger;

NOW, THEREFORE , in consideration of the premises and the mutual covenants, warranties and agreements contained herein, and intending to be legally bound hereby, the parties hereto agree as follows:

Section 1.1   The Merger . Subject to the terms and conditions of this Agreement, in accordance with the General Corporation Law of the State of Delaware (the “ Delaware Law ”) and the California Corporations Law (the “ California Law ”), upon the execution of this Agreement and concurrent with the filing of Certificates of Merger with the Secretaries of State of the State of Delaware and the State of California, respectively (each a “ Certificate of Merger ” and collectively the “ Merger Certificates ”) (in accordance with the relevant provisions of Delaware Law and California Law, respectively), the Company shall merge with and into Buyer Sub. The separate corporate existence of the Company will cease upon the filing of the Merger Certificates (the “ Effective Time ”), and Buyer Sub will continue as the surviving company (hereinafter sometimes referred to as the “ Surviving Company ”) in the Merger. Buyer Sub, as the surviving company after the Merger, will be governed by the laws of the State of Delaware.

For purposes of this Agreement, the date of execution of this Agreement shall be known as the “ Closing Date ” and the actions taken on such date and at such time, the “ Closing .”

Section 1.2   Effect of the Merger; Closing . At and after the Effective Time, the Merger shall have the effects set forth in this Agreement and the applicable provisions of Delaware Law and California Law. At the Effective Time all the property, rights, privileges, powers and franchises of the Company and Buyer Sub will vest in the Surviving Company, and all debts, liabilities and duties of the Company and Buyer Sub not paid by the Company at or before Closing will become the debts, liabilities and duties of the Surviving Company.

Section 1.3   Certificate of Incorporation . At the Effective Time, the Certificate of Incorporation of Buyer Sub, as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation of the Surviving Company, provided   however , that Article I of the Certificate of Incorporation of the Surviving Company will be amended to reflect that the name of the Surviving Company will be “InReach Internet, Inc.”

Section 1.4   Bylaws . At the Effective Time, the bylaws of Buyer Sub, as in effect immediately prior to the Effective Time, shall be the bylaws of the Surviving Company, provided however, that the bylaws of the Surviving Company will be amended to reflect that the name of the Surviving Company will be “InReach Internet, Inc.”

Section 1.5   Board of Directors and Officers . The directors and officers of Buyer Sub immediately prior to the Effective Time shall continue to be the directors and officers of the Surviving Company, each to hold office in accordance with the Certificate of Incorporation and bylaws of the Surviving Company, until their respective successors are duly elected or appointed (as the case may be) and qualified.

Section 1.6   Conversion of Membership Interests . At the Effective Time, by virtue of the Merger and without any action on the part of Buyer Sub, the Company or the holder of any shares of capital stock of Buyer Sub or the holder of any Company Membership Interests:

(a)   The Company Membership Interests (as defined in Section 2.2(a)) issued and outstanding immediately prior to the Effective Time shall, as an aggregate whole and not on an individual basis, shall be converted into and become the right to receive:

(i)   Two Million One Hundred Eleven Thousand Eight Hundred Seventy Three Dollars ($2,111,873) (the “ Cash Consideration ”).

(ii)   The   Applicable Number of fully paid and nonassessable shares   (determined in accordance with this Section 1.6) of Buyer Common Stock (as defined in Section 3.2(a)) (the “ Stock Consideration ”, and, collectively with the Cash Consideration the “ Merger Consideration ”), such Stock Consideration subject to adjustment in accordance with Section 4.5 of this Agreement. The “ Applicable Number ” shall be determined by dividing Nine Hundred Fifty Thousand Dollars ($950,000) by the average of the closing prices of Parent Common Stock on the OTC-BB stock market on the twenty (20) trading days ending the day before the Closing (the “ Closing Price ”) of Buyer Common Stock for purposes of determining the Applicable Number. The Stock Consideration shall be subject to the rights and obligations set forth in the Registration Rights Agreement described in Section 5.1(k) and shall be issued to Company Parent at the Closing; provided, however, that the Stock Consideration shall be subject to adjustment as provide in Section 4.5.

(b)   Buyer shall assume a Working Capital Deficit of the Company of up to an aggregate total of $350,000. For purposes of this Agreement, “ Working Capital Deficit ” shall mean the difference between (x) the sum of the Company’s cash and current receivables of 30 days or less and (y) the Company’s current liabilities, including any deferred revenues of the Company, all determined in accordance with United States generally accepted accounting principles applied on a consistent basis (“ GAAP ”) as of the date of the Reviewed Balance Sheet.

(c)   The shares of Buyer Common Stock issued as Merger Consideration will not have been registered and will be deemed to be “restricted securities” under federal securities laws and may not be resold without registration under or exemption from the Securities Act of 1933, as amended (the “ Securities Act ”). Each certificate evidencing shares of Buyer Common Stock to be issued as Merger Consideration shall have the following legend:

THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SHARES MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION WITHOUT EXEMPTION UNDER THE SECURITIES ACT OR AN OPINION OF LEGAL COUNSEL REASONABLY ACCEPTABLE TO MOBILEPRO CORP. THAT SUCH REGISTRATION IS NOT REQUIRED.

(a)   At the Effective Time, the membership interest transfer books of the Company will be closed and there will not be any further registration of transfers of any membership interests, options or warrants thereafter on the records of the Company.

Section 1.8   Securities Law Issues . Based in part on the representations of Company Parent made in Section 2.6 herein, Buyer Common Stock to be issued in the Merger will be issued pursuant to an exemption from registration under Section 4(2) of the Securities Act of 1933, as amended (the “ Securities Act ”) and/or Rule 506 under Regulation D promulgated under the Securities Act and applicable state securities laws.

Except as set forth in the Company Disclosure Letter attached to this Agreement (the “ Company Disclosure Letter ”), the Company and Company Parent, jointly and severally, represent and warrant to Parent, Buyer and Buyer Sub as follows:

Section 2.1   Organization, Qualification and Corporation Power . The Company (a) is a limited liability company duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized and has the requisite corporate power and authority to own, operate or lease its properties and to carry on its business as is now being conducted and proposed to be conducted, except where the failure to be so organized, existing and in good standing or to have such power and authority would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect (as defined below) on the Company, and (b) is duly qualified and in good standing to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary, other than in such jurisdictions where the failure so to qualify or to be in good standing would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. The Company has furnished to Buyer true, correct and complete copies of its Articles of Organization and operating agreement.

For purposes of this Agreement, the term “ Material Adverse Effect ” when used in connection with an entity means any change, event, circumstance or effect whether or not such change, event, circumstance or effect is caused by or arises in connection with a breach of a representation, warranty, covenant or agreement of such entity in this Agreement that is or is reasonably likely to be materially adverse to the business, assets (including intangible assets), capitalization, financial condition, operations or results of operations, employees or prospects of such entity taken as a whole with its subsidiaries, except to the extent that any such change, event, circumstance or effect is caused by results from (i) changes in general economic conditions, (ii) changes affecting the industry generally in which such entity operates (provided that such changes do not affect such entity in a substantially disproportionate manner) or (iii) changes in the trading prices for such entity’s capital stock.

(a)   One Hundred Percent (100%) of the Company membership interests (the “ Company Membership Interests ”) are held by Company Parent. Other than the Company Membership Interests, there are no other classes, series or types of equity for the Company. Company Parent holds good and marketable title to such Company Membership Interests, free and clear of all liens, agreements, voting trusts, proxies and other arrangements or restrictions of any kind whatsoever (other than normal restrictions on transfer under applicable federal and state securities laws). All issued and outstanding units of Company Membership Interests have been duly authorized and were validly issued, are fully paid and nonassessable, are not subject to any right of rescission, are not subject to preemptive rights by statute, the Articles of Organization or the operating agreement of the Company, or any agreement or document to which the Company is a party or by which it is bound and have been offered, issued, sold and delivered by the Company in compliance with all registration or qualification requirements (or applicable exemptions therefrom) of applicable federal and state securities laws. The Company is not under any obligation to register under the Securities Act any of its presently outstanding securities or any securities that may be subsequently issued. There is no liability for dividends accrued but unpaid with respect to the Company’s outstanding securities. No certificates representing the Company Membership Interests have been issued.

(b)   There are no existing (i) options, warrants, calls, preemptive rights, subscriptions or other rights, convertible securities, agreements or commitments of any character obligating the Company to issue, transfer or sell any units of membership interests or other equity interest in, the Company or securities convertible into or exchangeable for such units of membership interests or equity interests, (ii) contractual obligations of the Company to repurchase, redeem or otherwise acquire any units of membership interest of the Company or (iii) voting trusts or similar agreements to which the Company is a party with respect to the voting of the units of membership interests of the Company.

(c)   The Company does not have any direct or indirect Subsidiaries or any interest, direct or indirect, in any corporation, partnership, joint venture or other business entity.

For purposes of this Agreement, the term “ Subsidiary ” of a Person means any corporation or other legal entity of which such Person (either alone or through or together with any other Subsidiary) owns, directly or indirectly, more than 50% of the stock or other equity interests the holders of which are generally entitled to vote for the election of the board of directors or other governing body of such corporation or other legal entity.

For purposes of this Agreement, the term “ Person ” shall mean any individual, firm, corporation, partnership, limited liability company, trust, joint venture, Governmental Entity or other entity.

(a)   Company Parent is the record and beneficial owner of, and has good and valid title to, all of the Company Membership Interests, which Company Membership Interests (i) are free and clear of all liens, mortgages, encumbrances, pledges, claims, options, charges, easements, restrictions, covenants, conditions of record, encroachments, security interests and claims of every kind and character (each, a “ Lien ”) and (ii) are free of any other restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other ownership interests).

(b)   There are no outstanding existing (i) options, warrants, calls, preemptive rights, subscriptions or other rights, convertible securities, agreements or commitments of any character to which Company Parent is a party obligating Company Parent to issue, transfer or sell any Company Membership Interests or other equity interest in the Company or securities convertible into or exchangeable for such units of membership interests or equity interests or (ii) voting trusts, unitholders’ agreements or similar agreements to which Company Parent is a party with respect to the voting of the Company Membership Interests owned by Company Parent.

Section 2.4   Authority Relative to this Agreement . The Company has the necessary corporate power and authority to enter into this Agreement and, subject to the filing of the Merger Certificates as required by Delaware and California Law, to carry out its obligations hereunder. Company Parent has the necessary competency, power and authority to enter into this Agreement and carry out the obligations hereunder. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company and Company Parent and, subject to the filing of the Merger Certificates as required by Delaware and California Law, no other corporate proceeding is necessary for the execution and delivery of this Agreement by the Company, the performance by the Company of its obligations hereunder and the consummation by the Company of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and Company Parent and, assuming the due authorization, execution and delivery of this Agreement by Buyer and Buyer Sub, constitutes a legal, valid and binding obligation of the Company and Company Parent, enforceable against each in accordance with its terms, except that the enforceability hereof may be subject to (a) applicable bankruptcy, insolvency or other similar laws, now or hereinafter in effect, affecting creditors’ rights generally, and (b) the general principles of equity (regardless of whether enforceability is considered at a proceeding at law or in equity).

(a)   Except as set forth in Section 2.5(a) of the Company Disclosure Letter, the execution and delivery of this Agreement by the Company and Company Parent does not, and the consummation by the Company and Company Parent of the transactions contemplated hereby will not, (i) conflict with or violate any law, court order, judgment or decree applicable to the Company or Company Parent, or by which any of their property is bound, (ii) violate or conflict with the Articles of Organization or operating agreement (or comparable organizational documents) of the Company, or (iii) result in any breach of or constitute a default (or an event which with notice or lapse of time of both would become a default) under, or give to others any rights of termination or cancellation of, or result in the creation of a Lien on any of the properties or assets of the Company pursuant to, any contract, instrument, Permit or license to which the Company is a party or by which the Company or any of its property is bound, except in the case of clauses (i) and (iii) for conflicts, violations, breaches or defaults which, individually or in the aggregate, would not have or result in a Material Adverse Effect on the Company.

(b)   Except for the filing of the Merger Certificates and any applicable requirements, if any, under “takeover” or “blue sky” laws of various states, the Company is not required to submit any notice, report or other filing with any federal, state or local or foreign government, political subdivision thereof, any court, administrative, regulatory or other governmental agency, commission or authority or any non-governmental United States or foreign self-regulatory agency, commission or authority or any arbitral tribunal (each, a “ Governmental Entity ”) in connection with the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby the failure of which to submit would, individually or in the aggregate, have or result in a Material Adverse Effect on the Company. No waiver, consent, approval or authorization of any Governmental Entity or any third party is required to be obtained or made by the Company in connection with its execution, delivery or performance of this Agreement the failure of which to obtain or make, individually or in the aggregate, would have or result in a Material Adverse Effect on the Company.

(a)   Understands that the shares of Buyer Common Stock issuable as Merger Consideration will not have been registered and will be deemed “restricted securities” under federal securities laws and may not be sold without registration under or exemption from the Securities Act;

(b)   Has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of its investment in Buyer and has the capacity to protect its own interests; and

(c)   Acknowledges that an investment in shares of Buyer Common Stock by way of the Merger is highly speculative and entails a substantial degree of risk, and Company Parent has the ability to bear the economic risk of its investment.

(a)   Attached as Section 2.7(a) of the Company Disclosure Letter are the Company’s unaudited balance sheets dated as of December 31, 2004 and 2003, income statements and statement of cash flows for the years then ended and (ii) the Company’s unaudited balance sheets (the “ Company Balance Sheet ”), statements of cash flows and income statements each dated as of September 30, 2005 and 2004 (the “ Balance Sheet Date ”) (all such financial statements being collectively referred to herein as the “ Company Financial Statements ”). The Company Financial Statements (a) agree with the books and records of the Company, (b) fairly present the financial condition of the Company at the date therein indicated and the results of operation for the period therein specified and (c) have been prepared in accordance with GAAP.

(b)   The Company has no material debt, liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, and whether due or to become due, that is not reflected or reserved against in the Company Financial Statements that are not material in amount either individually or collectively.

Section 2.8   Absence of Certain Changes . Except as set forth in Section 2.8 of the Company Disclosure Letter, since August 1, 2005, there has not been with respect to the Company:

(a)   any change in the financial condition, properties, assets, liabilities, business or operations thereof which change by itself or in conjunction with all other such changes, whether or not arising in the ordinary course of business, has had or will have a Material Adverse Effect thereon;

(b)   any material loss of customers. Set forth on Section 2.8(b) of the Company Disclosure Letter is a true, correct and complete list of all customers lost in the preceding twelve (12) months, including all revenue generated from any customer generating at least One Thousand Dollars ($1,000) per month in revenue for the Company for the thirty six (36) months preceding the date on which they were no longer customers;

(c)   no notice of impending cancellation, or a material price increase, from any Incumbent Local Exchange Carrier or other provider of data transmission services;

(d)   any contingent liability incurred thereby as guarantor or otherwise with respect to the obligations of others;

(e)   any mortgage, encumbrance or lien placed on any of the properties owned by Company;

(f)   any material obligation or liability incurred thereby other than obligations and liabilities incurred in the ordinary course of business;

(g)   any purchase or sale or other disposition, or any agreement or other arrangement for the purchase, sale or other disposition, of any of the properties or assets thereof other than in the ordinary course of business;

(h)   any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, assets or business thereof;

(i)   any declaration, setting aside or payment of any dividend on, or the making of any other distribution in respect of, the units of membership interests thereof, any split, combination or recapitalization of the units of membership interests thereof or any direct or indirect redemption, purchase or other acquisition of units of membership interests thereof;

(j)   any labor dispute or claim of unfair labor practices, any change in the compensation payable or to become payable to any of its officers, employees or agents, or any bonus payment or arrangement made to or with any of such officers, employees or agents;

(k)   any change with respect to the management, supervisory or other key personnel thereof;

(l)   any payment or discharge of a material lien or liability thereof which lien was not either shown on the Company Balance Sheet or incurred in the ordinary course of business thereafter; or

(m)   any obligation or liability incurred thereby to any of its officers, directors, managers or stockholders or any loans or advances made thereby to any of its officers, directors, managers or stockholders except normal compensation and expense allowances payable to officers.

(a)   The Company is a single member limited liability company and is disregarded for federal and state income tax purposes. The Company has timely filed all Tax Returns that it was required to file, and all such Tax Returns were correct and complete in all material respects. All Tax liabilities of the Company for all taxable periods or portions thereof ending on or prior to the Effective Time have been, or will be timely paid or are adequately reserved for in the Company Financial Statements, other than such Tax liabilities as are being or may be contested in good faith by the Company or Company Parent. There are no ongoing federal, state, local or foreign audits or examination of any Tax Return of the Company. The Company has not waived any statute of limitations in respect of Taxes or agreed to any extension of time, and no such waiver or extension has been required with respect to a Tax assessment or deficiency. No claim has ever been made by an authority in a jurisdiction where the Company does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. There are no Liens on any of the assets of the Company that arose in connection with any failure (or alleged failure) to pay any Tax.

(b)   The Company has withheld or collected and paid or deposited in accordance with law all Taxes required to have been withheld or collected and paid or deposited by the Company in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder, or other third party.

(c)   There is no dispute or claim concerning any Tax liability of the Company either (i) claimed or raised by any authority in writing or (ii) to the Company’s Knowledge.

(d)   For purposes of this Agreement:

(i)   “ Knowledge ” or words of similar import means all information that is actually known, following reasonable investigation (unless otherwise specified herein), and in the case of the Company, by David Olofson (the Company’s Chief Financial Officer) or Lisa Bickford (the Company’s President and Chief Operating Officer).

(ii)   “ Taxes ” means all taxes, charges, fees, levies or other similar assessments or liabilities, including income, gross receipts, ad valorem, premium, value-added, excise, real property, personal property, sales, use, transfer, withholding, employment, payroll and franchise taxes imposed by a Governmental Entity, and any interest, fines, penalties, assessments or additions to tax resulting from, attributable to or incurred in connection with any tax or any contest or dispute thereof, and any amounts of Taxes of a third Person that a Person or any Subsidiary of such Person is liable to pay by law or otherwise; and

(iii)   “ Tax Returns ” means all reports, returns, declarations, statements or other information supplied or required to be supplied to a taxing authority in connection with Taxes including any schedules, attachments or amendments thereto.

(e)   The Company Parent acknowledges and agrees that all Tax Returns to be filed and Taxes to be paid for the period beginning January 1, 2005 through the Effective Time are the sole responsibility of the Company Parent.

Section 2.10   Title to Properties . The Company has good and marketable title to all of its assets as shown on the Company Balance Sheet, free and clear of all liens, charges, restrictions or encumbrances (other than for taxes not yet due and payable). All machinery and equipment included in such properties is in good condition and repair, normal wear and tear excepted, and all leases of real or personal property to which the Company is a party are fully effective in accordance with their terms. The Company is not in violation of any zoning, building, safety or environmental ordinance, regulation or requirement or other law or regulation applicable to the operation of owned or leased properties (the violation of which would have a Material Adverse Effect on its business), or has received any notice of violation with which it has not complied.

Section 2.11   Environmental Matters . Except as set forth in Section 2.11 of the Company Disclosure Letter:

(a)   During the period that the Company has leased or owned its properties or owned or operated any facilities, to the Knowledge of the Company, there have been no disposals, releases or threatened releases of Hazardous Materials (as defined below) on, from or under such properties or facilities. The Company has no Knowledge of any presence, disposals, releases or threatened releases of Hazardous Materials on, from or under any of such properties or facilities, which may have occurred prior to the Company having taken possession of any of such properties or facilities. For the purposes of this Agreement, the terms “ disposal ,”“ release ,” and “ threatened release ” shall have the definitions assigned thereto by the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. § 9601 et seq., as amended (“ CERCLA ”). For the purposes of this Agreement “ Hazardous Materials ” shall mean any hazardous or toxic substance, material or waste which is or becomes prior to the Closing regulated under, or defined as a “hazardous substance,”“pollutant,”“contaminant,”“toxic chemical,”“hazardous materials,”“toxic substance” or “hazardous chemical” under (1) CERCLA; (2) any similar federal, state or local law; or (3) regulations promulgated under any of the above laws or statutes.

(b)   To the Knowledge of Company none of the properties or facilities of the Company is in violation of any federal, state or local law, ordinance, regulation or order relating to industrial hygiene or to the environmental conditions on, under or about such properties or facilities, including, but not limited to, soil and ground water condition. During the time that the Company has owned or leased its properties and facilities, to the Company’s Knowledge, no third party, has used, generated, manufactured or stored on, under or about such properties or facilities or transported to or from such properties or facilities any Hazardous Materials.

(c)   During the time that the Company has owned or leased its properties and facilities, there has been no litigation brought, to Company’s Knowledge, or threatened against the Company by, or any settlement reached by the Company with, any party or parties alleging the presence, disposal, release or threatened release of any Hazardous Materials on, from or under any of such properties or facilities.

(a)   The term “ Intellectual Property ” means any (i) patents, (ii) trademarks, service marks, trade names, brand names, trade dress, slogans, logos and internet domain names, (iii) inventions, discoveries, ideas, processes, formulae, designs, models, industrial designs, know-how, proprietary information, trade secrets, and confidential information (including customer lists, training materials and related matters, research and marketing and sales plans), whether or not patented or patentable, (iv) copyrights, writings and other copyrightable works and works in progress, databases and software, (v) all other intellectual property rights and foreign equivalent or counterpart rights and forms of protection of a similar or analogous nature or having similar effect in any jurisdiction throughout the world, (vi) all registrations and applications for registration of any of the foregoing, (vii) all common law trademarks and service marks used by the Company and (viii) any renewals, extensions, continuations, divisionals, reexaminations or reissues or equivalent or counterpart of any of the foregoing in any jurisdiction throughout the world. The term “ Company IP ” means any Intellectual Property used or held for use by the Company, in the conduct of their businesses as currently conducted and currently proposed to be conducted.

(b)   Section 2.12(b) of the Company Disclosure Letter sets forth a true, correct and complete list (including, the owner, title, registration or application number and country of registration or application, as applicable) of all of the following Company IP: (i) registered trademarks, (ii) applications for trademark registration, (iii) domain names, (iv) patents, (v) applications for patents, (vi) registered copyrights (vii) applications for copyright registration and (viii) licenses of all Intellectual Property (other than off-the-shelf business productivity software that is the subject of a shrink wrap or click wrap software license agreement (“ Desktop Software ”)) to or from the Company. The Company has delivered or made available to Buyer prior to the execution of this Agreement true, complete and correct copies of all licenses of Company IP both to and from the Company, except Desktop Software.

(c)   The Company IP set forth on Section 2.12(b) of the Company Disclosure Letter constitutes all of the Intellectual Property used by and necessary for the Company to operate its business as currently conducted and currently proposed to be conducted. The Company owns all legal and beneficial right, title and interests in the Company IP, and the Company has the valid, sole and exclusive right to use, assign, transfer and license all such Company IP for the life thereof for any purpose, free from (i) any Liens, and (ii) any requirement of any past, present or future royalty payments, license fees, charges or other payments, or conditions or restrictions whatsoever.

(d)   All patent, trademark, service mark, copyright, patent and domain name registrations or applications set forth on Section 2.12(b) of the Company Disclosure Letter are in full force and effect and have not been abandoned, dedicated, disclaimed or allowed to lapse for non-payment of fees or taxes or for any other reason.

(e)   None of the Company IP owned by the Company has been declared or adjudicated invalid, null or void, unpatentable or unregistrable in any judicial or administrative proceeding. To the Knowledge of the Company without investigation, none of the Company IP used (but not owned) by the Company has been declared or adjudicated invalid, null or void, unpatentable or unregistrable in any judicial or administrative proceeding.

(f)   The Company has not received any written notices of, or has Knowledge (without investigation) of, any infringement or misappropriation by or of, or conflict with, any third party with respect to the Company IP or Intellectual Property owned by any third party. To the Knowledge of Company without investigation, the Company has not infringed, misappropriated or otherwise violated or conflicted with any Intellectual Property of any third party. The operation of the Company does not, as currently conducted, infringe, misappropriate or otherwise violate or conflict with the Intellectual Property of any third party.

(g)   The transactions contemplated by this Agreement will not affect the right, title and interest of the Company in and to the Company IP, and the Company has taken all commercially reasonable steps to maintain and protect the Company IP owned by the Company and, until the Effective Time, will continue to maintain and protect such Company IP so as to not materially adversely affect the validity or enforceability of such Company IP.

(h)   To the Knowledge of the Company, no officer, employee, director or manager of the Company is obligated under any contract (including any license, covenant or commitment of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would conflict or interfere with the performance of such person’s duties as an officer, employee, director or manager of the Company, the use of such person’s best efforts to promote the interests of the Company or the Company’s business as conducted or as currently proposed to be conducted by the Company. No prior employer of any current or former employee of the Company has any right, title or interest in the Company IP and to the Knowledge of the Company, no person or entity has any right, title or interest in any Company IP. It is not and will not be with respect to the business as currently proposed to be conducted necessary for the Company to use any inventions of any of its employees made prior to their employment by the Company.

(a)   Section 2.13 of the Company Disclosure Letter sets forth a true, correct and complete list of the following agreements (whether written or oral and including all amendments thereto) to which the Company is a party or a beneficiary or by which the Company or any of its assets are bound (collectively, the “ Material Agreements ”):

(i)   any real estate leases;

(ii)   any other agreement for the provision of services by the Company that have accounted for revenues of more than One Thousand Dollars ($1,000) during any month since the Balance Sheet Date;

(iii)   any agreement creating, evidencing, securing, assuming, guaranteeing or otherwise relating to any debt for which the Company is liable or under which it has imposed (or may impose) a Lien on any of the assets, tangible or intangible, of the Company;

(iv)   any capital or operating leases or conditional sales agreements relating to personal property of the Company;

(v)   any supply or manufacturing agreements or arrangements pursuant to which the Company is entitled or obligated to acquire any assets from a third party with a fair market value in excess of One Thousand Dollars ($1,000);

(vi)   any insurance policies;

(vii)   any employment, consulting, noncompetition, or separation agreements or arrangements;

(viii)   any agreement with or for the benefit of Company Parent, officer, director, manager or employee of the Company, or any Affiliate of the Company, or any Person controlled by such individual or family member thereof;

(ix)   any license to which the Company is a party;

(x)   any agreement in which the Company has granted rights to license, sublicense or copy, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any   products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party;

(xi)   any written arrangement establishing a partnership or joint venture; and

(xii)   a list of all parties to any written arrangement concerning confidentiality, non-disclosure or noncompetition;

(xiii)   any written arrangement other than those described in Sections 2.13(a)(i) through (xii) under which the consequences of a default or termination could have a Material Adverse Effect on the Company; and

(xiv)   any other agreement or arrangement pursuant to which the Company or its Subsidiaries could be required to make or be entitled to receive aggregate payments in excess of Ten Thousand Dollars ($10,000.00) or entered into outside of the ordinary course of business.

For purposes of this Agreement, “ Affiliate ” means another Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, any Person.

(b)   The Company has delivered to or made available to Buyer a true, correct and complete copy of each Material Agreement and a written summary of each oral Material Agreement. With respect to each Material Agreement:

(i)   each Material Agreement is legal, valid, binding and enforceable and in full force and effect with respect to the Company and, to the Kn