ASSET PURCHASE AGREEMENT

EXHIBIT 2.1

ASSET PURCHASE AGREEMENT

This ASSET PURCHASE AGREEMENT (the “Agreement”) is made as of July 10, 2006 by and between RAE Systems, Inc., a Delaware corporation (“Buyer”), Aegison Corporation, a Delaware corporation (“Company”) and the stockholders of Company specified on the signature page hereof (the “Stockholders”) with reference to the following:

Company conducts a business of developing and marketing digital surveillance solutions (the “Business”). Subject to the terms and conditions of this Agreement, Buyer is willing to purchase, and Company is willing to sell, certain of the assets, rights, and business of Company, subject to certain of the liabilities thereof.

The parties agree as follows:

1.  SALE AND PURCHASE OF ASSETS .

1.1 Sale of Assets .

On the terms and subject to the conditions of this Agreement and for the consideration set forth herein, Company shall at the Closing, as hereinafter defined, sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Company, the assets of Company described below (which assets, excluding the assets listed on Schedule 1.2, shall be referred to as the “Assets”). The Assets include the following:

(a)  Inventories . All inventories of raw materials, work-in-process, finished goods, and materials of Company as of the Closing Date wherever located (the “Inventories”). A summary by class is attached hereto as Schedule l.l(a).

(b)  Accounts Receivable . All accounts receivable of Company as of the Closing Date relating to the sale of Company’s products and/or services. An aged list of Accounts Receivable detailed to show the name of each customer and the date and amount of each invoice, is attached hereto as Schedule l.l(b).

(c)  Fixed Assets and Tangible Personal Property . All fixed assets and tangible personal property of Company (other than the Inventories), including without limitation, all machinery (including essential replacement parts), equipment, supplies, tools, tooling, hardware, and spare parts. A list of such fixed assets and tangible personal property by class of such items is attached hereto as Schedule 1.1(c) showing, for each such class of asset: the amount at which such class of asset is carried on Company’s books, its depreciation schedule, its location and (in the event that Company does not have possession) the name of the person in possession.

(d)  Products and Intangible Personal Property . All intangible property of Company (whether owned, used, registered in the name of, or licensed by Company, or in which Company otherwise has an interest), and all patents, patent applications, software, copyrights, trademarks and service marks, trade and other names (either registered, common law or registration applied for), trade secrets, inventions, know-how, processes, manufacturing or marketing procedures, formulae, drawings, patterns, vendor lists, customer lists, customer files, customer records, websites, domain names, trade and other association memberships and rights, and licenses and permits susceptible of transfer under regulatory agency rules. A detailed list of such assets is attached hereto as Schedule l.l(d).

(e)  Contracts . All rights in and to all sales orders and contracts of Company, including without limitation, license agreements, nondisclosure agreements, assignment agreements, rights to discounts, joint venture agreements, partnership agreements, maintenance agreements, sales representative agreements, service agreements, distribution agreements and agreements for leased equipment (together, the “Contracts”). A list of all oral and written Contracts is attached hereto as Schedule l.l(e) showing, for each such Contract, the names of the parties, the subject of the Contract, the date of the Contract, and in the case of oral contracts, a summary of the terms of the Contract. Copies of all such written Contracts have been furnished to Buyer.

(f)  Financial Assets . All cash, pre-paid expenses, security deposits, insurance policies and all similar assets. A list of such assets is attached hereto as Schedule 1.1(f).

(g)  Other Assets . Company’s corporate name and fictitious business names, and complete goodwill, and any assets or rights integrally related to the Assets specified above, such as complete and current sets of plans, specifications and drawings relating to the Assets, express or implied warranties relating to the Assets, and all information and records, whether reduced to physical form or otherwise, acquired for, useful in, or any way related to such Assets, including without limitation, customer files and accounting books and records, and including without limitation for each product, bills of material, source code, specifications, schematics, and product manuals.

(h)  Assets of Aegison China . All Assets of Tianjin Aegison Technology Inc. (“Aegison China”), a foreign entity registered in Tian Jin, People’s Republic of China, as of the Closing Date. A list of such assets is attached hereto as Schedule 1.1(f).

1.2 Assets Not Purchased . Notwithstanding Section 1.1, Company shall not sell, and Buyer shall not acquire any interest in, any of Company’s assets listed on Schedule 1.2. Such assets shall remain the property of Company and Buyer shall have no liability or other responsibility with respect thereto except as otherwise set forth herein.

1.3 Purchase Price . Subject to the other terms and conditions of this Agreement and in full consideration for the Assets: (a) Buyer shall pay at the Closing (the “Purchase Price”) Two Million Dollars ($2,000,000); and (b) Buyer shall assume certain liabilities of Company pursuant to Section 1.4.

1.4 Assumption of Liabilities . In connection with the purchase and sale of the Assets pursuant to this Agreement, Buyer shall assume in writing at the Closing, only the obligations of Company set forth in the Contracts (other than liabilities or obligations attributable to any failure by Company to comply with the terms thereof arising prior to the Closing Date) and those liabilities and obligations of Company that are specifically described on Schedule 1.4 (the “Assumed Liabilities”). No other liabilities or obligations of any nature, whether known or unknown, whether fixed or contingent, accrued or unaccrued, shall be assumed by Buyer in connection with the purchase and sale of the Assets hereunder.

1.5 Closing .

1.5.1 Closing Date . The closing of the purchase and sale of the Assets (the “Closing”) shall take place at the offices of DLA Piper Rudnick Gray Cary US LLP, 2000 University Avenue, East Palo Alto, California, on the date of this Agreement or at such other place, date or time as Buyer and Company may agree (the “Closing Date”).

1.5.2 Company’s Deliveries at Closing . At the Closing, Company shall deliver or cause to be delivered the following to Buyer against delivery of the items specified in Section 1.5.3:

Simultaneously with such deliveries, Company shall take such steps as are reasonably necessary to put Buyer in actual possession and control of the Assets, FOB Company’s premises, except as may be otherwise contemplated in this Agreement or the Exhibits and Schedules hereto.

1.5.3 Buyer’s Deliveries at Closing . At the Closing, Buyer shall deliver or cause to be delivered to (or pursuant to the instructions of) Company the following against delivery of the items specified in Section 1.5.2:

Two Hundred Thousand Dollars of the Purchase Price (the “Withheld Amount”) shall be withheld by buyer as security against indemnity claims as provided in Section 9 hereof. The Withheld Amount shall bear interest at a rate of 5.36% per annum until paid, subject to any indemnity claim.

1.6 Consent of Third Parties . Nothing in this Agreement shall be construed as an attempt or agreement to assign: (i) any Contract which is non-assignable without the consent of the party or parties thereto unless such consent shall have been obtained; or (ii) any Contract or claim as to which all of the remedies for the enforcement thereof enjoyed by Company would not pass to Buyer as an incident of the assignments provided for by this Agreement. Company shall cooperate with Buyer to obtain the consents of any other party required in connection with the transfer of any Contract requiring such consent and shall provide Buyer with all of the benefits enjoyed by Company under any such Contract until consent to the assignment thereof is obtained.

2.  REPRESENTATIONS AND WARRANTIES OF COMPANY .

Company and the Stockholders jointly and severally represent and warrant to Buyer that the statements contained in this Section 2 are true and correct, except as disclosed in a document of even date herewith and delivered by Company to Buyer on the date hereof referring to the representations and warranties in this Agreement (the “Disclosure Schedule”). The Disclosure Schedule is arranged in paragraphs corresponding to the numbered and lettered paragraphs contained in this Section 2, and the disclosure in any such numbered and lettered section of the Disclosure Schedule shall qualify only the corresponding subsection in this Section 2 (except to the extent disclosure in any numbered and lettered section of the Disclosure Schedule is specifically cross-referenced or is readily apparent would be deemed appropriate in another numbered and lettered section of the Disclosure Schedule).

2.1 Organization and Authority . Company: (i) is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware; (ii) has all necessary corporate power to own and lease its properties, to carry on its business as now being conducted and to enter into and perform this Agreement; and (iii) is qualified to do business in all jurisdictions in which the failure to so qualify would have a material adverse effect on its business or financial condition. Company has delivered a true and correct copy of the certificate of incorporation and bylaws or other charter documents, as applicable, of Company, each as amended to date, to Buyer. Company is not in violation of any of the provisions of its certificate of incorporation or bylaws or equivalent organizational documents. Company has no subsidiaries and does not directly or indirectly own any equity or similar interest in, or any interest convertible or exchangeable or exercisable for, any equity or similar interest in, any corporation, partnership, joint venture or other business association or entity.

2.2 Authority Relating to this Agreement: No Violation of Other Instruments .

2.2.1 The execution and delivery of this Agreement and the performance hereunder by Company have been duly authorized by all necessary corporate action on the part of Company and its stockholders, and, assuming execution of this Agreement by Buyer, this Agreement will constitute a legal, valid and binding obligation of Company, enforceable against Company in accordance with its terms, subject as to enforcement: (i) to bankruptcy, insolvency, reorganization, arrangement, moratorium and other laws of general applicability relating to or affecting creditors’ rights; and (ii) to general principles of equity, whether such enforcement is considered in a proceeding in equity or at law.

2.2.2 Neither the execution of this Agreement nor the performance hereof by Company will: (i) conflict with or result in any breach or violation of the terms of any decree, judgment, order, law or regulation of any court or other governmental body now in effect applicable to Company; (ii) conflict with, or result in, with or without the passage of time or the giving of notice, any breach of any of the terms, conditions and provisions of, or constitute a default under, or result in the creation of any lien, charge, or encumbrance upon any of the Assets pursuant to, any indenture, mortgage, lease, agreement or other instrument to which Company is a party or by which it or any of the Assets are bound; (iii) permit the acceleration of the maturity of any indebtedness of Company or of any other person secured by the Assets; (iv) violate or conflict with any provision of Company’s certificate of incorporation, bylaws, or similar organizational instruments; or (v) give rise to any dissenter’s rights or other valid claims from Company’s stockholders.

2.2.3 No consent from any third party and no consent, approval or authorization of, or declaration, filing or registration with, any government or regulatory authority is required to be made or obtained in order to permit the execution, delivery or performance of this Agreement by Company, or the consummation of the transactions contemplated by this Agreement.

2.3 Capitalization . The authorized capital stock of Company is 15,000,000 shares of Common Stock, of which 7,545,832  shares are issued and outstanding, 1,250,000  shares of Series A Preferred Stock, all of which shares are issued and outstanding, and 1,250,000  shares of Series B Preferred Stock, all of which shares are issued and outstanding. An accurate capitalization table of the Company, with the number of shares owned by each shareholder as of the date hereof, is set forth in Section 2.3 of the Disclosure Schedule. All such issued and outstanding shares have been duly authorized and validly issued, are fully paid and non-assessable and have been issued in compliance with all applicable securities laws. There are no outstanding warrants, options, agreements, convertible or exchangeable securities or other commitments pursuant to which the Company is or may become obligated to issue, sell, purchase, retire or redeem any shares of capital stock or other securities. There are no voting trusts or other agreements or understandings to which any stockholders or Company is a party with respect to the voting, purchase or sale of the capital stock of Company.

2.4 Ownership and Delivery of Assets . The Assets, together with the assets listed in Schedule 1.2, comprise all of the assets, rights and business of Company. Company is the true and lawful owner of the Assets and has all necessary power and authority to transfer the Assets to Buyer free and clear of all Encumbrances. No other person, including without limitation any officer, director, employee, or shareholder of Company, will have on the Closing Date any direct or indirect interest in any of the Assets. Upon delivery to Buyer on the Closing Date of the Bill of Sale and other instruments of conveyance with respect to the Assets, Buyer will acquire good and valid title to the Assets free and clear of all Encumbrances.

2.5 No Conflicts . The execution and delivery by each Stockholder and Company of this Agreement does not, and the performance by Company and each Stockholder of their obligations under this Agreement and the consummation of the transactions contemplated hereby will not: (a) conflict with or result in a violation or breach of any law or Order applicable to Company, or any Stockholder or any of their respective assets and properties; or (b) (i) conflict with or result in a violation or breach of, (ii) constitute (with or without notice or lapse of time or both) a default under, (iii) require Company or any Stockholder to obtain any consent, approval or action of, make any filing with or give any notice to any person as a result or under the terms of, (iv) result in or give to any person any right of termination, cancellation, acceleration or modification in or with respect to, or (v) result in the creation or imposition of any Encumbrance upon Company, any Stockholder or any of their respective assets and properties under any agreement to which Company or any Stockholder is a party or by which any of their respective assets or properties is bound.

2.6 Governmental Approvals and Filings . No consent, approval or action of, filing with or notice to any governmental or regulatory authority is required in connection with the due execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby or the continuation by Buyer of the Business as presently conducted as a consequence of the Closing.

2.7 Financial Statements and Condition; Absence of Changes .

2.7.1 Schedule 2.7(a) of the Disclosure Schedule sets forth copies of the unaudited balance sheet of Company as of March 31, 2006 (the “Balance Sheet”) and the unaudited income statement for the three month period then ended and the balance sheet of Company at December 31, 2005 and the related unaudited income statement for the twelve month period then ended. All such financial statements were prepared in good faith on a consistent and reasonable basis throughout the periods indicated and fairly present in all material respects the financial condition and results of operations of Company as of the respective dates thereof and for the respective periods covered thereby.

2.7.2 Company has no Liabilities, except for (i) Liabilities set forth on the face of the Balance Sheet (or which are disclosed in the footnotes thereto), (ii) Liabilities set forth on Schedule 1.4 and (iii) Liabilities which have arisen after the date of the Balance Sheet in the ordinary course of business.

2.7.3 Since March 31, 2006:

(a) Company has not (i) amended, or agreed to amend, its charter (or comparable instrument), (ii) merged with or into or consolidated with, or agreed to merge with or into or consolidate with, any other person, or (iii) except as reasonably required in connection with the transactions contemplated by this Agreement or as described elsewhere in this Agreement, changed, or agreed to change, in any material manner the character of its business;

(b) Company has conducted its business only in the usual and ordinary course and in accordance with past practices;

(c) there has been no change (or series of changes, casualty or otherwise) in the business, condition (financial or otherwise), results of operations, assets, Liabilities or earnings of Company, other than changes arising in the ordinary course of business consistent with past practice and experience, none of which changes, individually or in the aggregate, has had or reasonably could be expected to have a Material Adverse Effect on Company;

(d) Company has not made or promised to make any increase in any salaries, rates of pay or other compensation or benefits of any business of its employees, nor has Company made any accrual for or commitment or agreement to make or pay the same, nor any payment or commitment to pay any severance or termination pay to any of the business of its employees;

(e) Company has not suffered any strike or other labor trouble, and Company has not entered into any agreement or negotiation with any labor union or other collective bargaining representative of any business of its employees;

(f) there has been no change or, to the Knowledge of Company, any threat of any change, in any of Company’s relations with, or any loss of or, to the Knowledge of Company, threat of loss of, any of the suppliers, distributors or customers of its business, or any decrease or limitation, of any such supplier’s provision of services, supplies or materials to Company or any such customer’s usage or purchase of services or products of Company;

(g) there has been no change in the method of accounting or keeping of books of account or accounting practices with respect to Company;

(h) Company has not waived, or agreed to waive, any right of material value with respect to Company, or any of the Assets;

(i) Company has not changed, or agreed to change, any of its material business policies or practices, including advertising, marketing, pricing, purchasing, personnel, sales, returns or budget policies or practices;

(j) except in the ordinary course of business or as otherwise permitted or required by this Agreement, Company has not (i) entered into, or agreed to enter into, any lease (as lessor or lessee) or any license (as licensee or licensor) on behalf of Company, (ii) sold, abandoned or made, or agreed to sell, abandon or make, any other disposition of any of the Assets; or (iii) waived or relinquished any other rights of material value;

(k) except as provided herein, Company has not entered into or amended, or agreed to enter into or amend, any contract or other agreement by or to which Company is bound or subject, pursuant to which it agrees to indemnify any party on behalf of Company or pursuant to which it agrees to refrain from competing with any party;

(l) Company has not, except in the ordinary course of business, incurred or assumed, or agreed to incur or assume, any Liability (whether or not currently due and payable) that could result in a material adverse effect on the Assets or the transactions contemplated under this Agreement;

(m) Company has not terminated, or agreed to terminate, or failed to renew or received any written threat (that was not subsequently withdrawn) to terminate or fail to renew, any Contract, license or Permit and/or Approval;

(n) no pre-existing or continuing Environmental Encumbrances which would be required to be reflected on the balance sheet of Company have arisen; and

(o) Company has not entered into, or agreed to enter into, any transaction out of the ordinary course of business or where the same could reasonably be expected to have a Material Adverse Effect on Company.

2.7.4 Company has provided to Buyer its pipeline as of the date of this Agreement of all anticipated future orders for the sale of products and services by Company (the “ Pipeline ”). The Pipeline was prepared in good faith and on a reasonable basis in accordance with the past practices of Company consistently applied.

2.8 Taxes . Company has filed or caused to be filed all Tax Returns required to be filed under applicable law for periods ending prior to the Closing Date, and such Tax Returns are true and correct in all material respects. Company has, within the time and in the manner prescribed by law, paid directly or indirectly (and until the Closing will pay directly or indirectly within the time and in the manner prescribed by law) all Taxes that are due and payable. To the Knowledge of Company, no examination of any Tax Return is underway as of the date of this Agreement. There are no outstanding (a) powers of attorney granted by Company concerning any Tax matter, (b) agreements or waivers extending the statutory period of limitation applicable to any Tax Return of Company, (c) agreements entered into with any taxing authority that would have a material and continuing effect on Company after the Closing Date or (d) Encumbrances (and immediately following the Closing Date there will be no Encumbrances) on the assets of Company relating to or attributable to Taxes other than Encumbrances for Taxes not yet due and payable. Company is not a party to any Tax allocation or sharing agreement. Company has no liability for the Taxes of any other person other than Company, as a transferee or successor, by contract, or otherwise. Neither the Stockholders nor Company has been notified of any request for an audit or other examination of any Tax Return of Company. Company has no liabilities for unpaid Taxes which have not been accrued or reserved against in accordance with GAAP on Company’s financial statements, whether asserted or unasserted, contingent or otherwise. Neither Company nor the Stockholders has knowledge of any basis for the assertion of any reasonable claim relating or attributable to Taxes which, if adversely determined, would result in any Encumbrance on the assets of Company. There is no contract, agreement, plan or arrangement to which Company is a party as of the date of this Agreement, including but not limited to the provisions of this Agreement, covering any employee or former employee of Company, individually or collectively, which could give rise to the payment of any amount that would not be deductible. The Stockholders are the sole beneficial owners of all Company capital stock for tax purposes. Company has not, in the past 10 years, (A) acquired assets from another corporation in a transaction in which Company’s Tax basis for the acquired assets was determined, in whole or in part, by reference to the Tax basis of the acquired assets (or any other property) in the hands of the transferor or (B) acquired the stock of any corporation which is a qualified subchapter S subsidiary. Company has withheld and paid over all Taxes that it was required to withhold from amounts owing to any employee, creditor or third party, and has complied in all material respects with all applicable laws, rules and regulations relating to the withholding and payment of Taxes.

2.9 Legal Proceedings . There are no Orders outstanding and no Actions or Proceedings pending against Company, its business, assets and properties or any of its officers and directors their capacities as such. To the Knowledge of Company, there are no claims, Actions or Proceedings threatened against Company or its business, assets or properties. To the Knowledge of Company, no employee has filed a complaint with any Governmental or Regulatory Authority pertaining to labor or employment matters.

2.10 Compliance With Laws and Orders . Company is in compliance in all material respects with all applicable laws, rules, regulations, ordinances, decrees, Orders, judgments or Permits and/or Approvals, and has not received any notices of violation with respect to any federal, state, local or foreign statute, law or regulation regarding the conduct of its business or the ownership or operation of its business.

2.11 Restrictions on Business Activities . There is no agreement, judgment, injunction, order or decree binding upon Company that has or could reasonably be expected to have the effect of prohibiting or impairing any current or future business practice of Company, any acquisition of property by Company or the conduct of business by Company as currently conducted or as currently proposed to be conducted by Company.

2.12 Employees . Section 2.12 of the Disclosure Schedule lists all Contracts providing for a commitment of employment or consulting services (and provides a description of all such oral agreements) to which Company is a party which either (i) contain severance, bonus or other provisions triggered by the Closing or (ii) contain obligations continuing beyond the Closing Date, and true, correct and complete copies of all such written agreements have been delivered to Buyer. In addition, Section 2.12 of the Disclosure Schedule identifies all current employees and consultants of Company, including, without limitation, all officers of Company, and describes the job title of and compensation (including, without limitation, salary, bonuses and perks) payable to, each such individual. None of such employees has indicated to Company present intention to resign or retire, and Company does not have a present intention to terminate the employment of any of them. No employee of Company is in violation of any term of any employment contract (whether written or oral), patent disclosure agreement or any other contract or agreement relating to the relationship of any such employee with Company or any other party (including prior employers) because of the nature of the business now conducted or now proposed to be conducted by Company. There is no strike, labor dispute or union organization activities pending or, to the Knowledge of Company, threatened, involving Company, or its employees. With respect to all of their employees in the United States, Company has obtained documentation within the initial three days of employment of each employee’s identity and eligibility to work in the United States, and to the Knowledge of Company no such employees will lose their eligibility to work in the United States for the period of one year following the Closing Date. There are no employees of the Company in the United States whose eligibility to work in the United States exists pursuant to an issued work permit or visa, and describes the current status of each such individual’s immigration status. Company is in compliance in all material respects with all applicable United States and foreign immigration laws with respect to their employees.

2.13 Company Employee Benefit Plans .

2.13.1 Plans . Section 2.13(a) of the Disclosure Schedule contains a complete and accurate list of each Company Employee Plan established, sponsored or maintained by Company and any trade or business (whether or not incorporated) which is treated as a single employer with Company for the benefit of any person who performs or who has performed services for Company or with respect to which Company has or may have any liability or obligation. Company has not made any plan or commitment to establish or enter into any new Company Employee Plan.

2.13.2 Documents . Company has furnished to Buyer: (i) correct and complete copies of all documents embodying each Company Employee Plan including all amendments thereto and all related trust documents, (ii) the three most recent annual reports, if any, required in connection with each Company Employee Plan, (iii) if Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets, (iv) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required with respect to each Company Employee Plan, (v) all material written agreements and contracts relating to each Company Employee Plan, including administrative service agreements and group insurance contracts, (vi) all communications, material to any employee or employees relating to any Company Employee Plan and any proposed Company Employee Plan, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any liability to Company, (vii) all correspondence to or from any governmental agency relating to any Company Employee Plan, (viii) all discrimination tests for each Company Employee Plan for the three most recent plan years, (ix) all registration statements, annual reports and prospectuses prepared in connection with each Company Employee Plan, (x) all, privacy notices and business associate agreements.

2.13.3 Compliance . (i) Each Company Employee Plan has been administered in accordance with its terms and in compliance with the requirements prescribed by any and all statutes, rules and regulations which are applicable to it, and Company has performed all obligations required to be performed by it under, are not in default under or violation of and have no knowledge of any default or violation by any other party to, any of Company Employee Plans.

2.13.4 No Self-Insured Company Employee Plan . Company has never maintained, established, sponsored, participated in or contributed to any self-insured plan that provides benefits to employees (including any such plan pursuant to which a stop-loss policy or contract applies).

2.13.5 No Post-Employment Obligations . No Company Employee Plan provides, or reflects or represents any liability to provide, post-termination or retiree life insurance, health or other employee welfare benefits to any person for any reason, and Company has never represented, promised or contracted (whether in oral or written form) to any employee (either individually or to employees as a group) or any other person that such employee(s) or other person would be provided with life insurance, health or other employee welfare benefits, except to the extent required by statute.

2.13.6 Effect of Transaction . The consummation of the transactions contemplated by this Agreement will not (i) entitle any current or former employee or other service provider of Company to severance benefits or any other payment (including, without limitation, unemployment compensation, golden parachute bonus or benefits under any Company Employee Plan), except as expressly provided in this Agreement, (ii) accelerate the time of payment or vesting of any such benefits, or increase the amount of compensation due any such employee or service provider (other than full or partial vesting as a result of the actions required under the Agreement), (iii) materially increase any benefits otherwise payable by Company, or (iv) result in any forgiveness of indebtedness. There is no agreement, plan, arrangement or other contract covering any employee that, considered individually or considered collectively with any other such agreements, plans, arrangements or other contracts, will, or could reasonably be expected to, give rise directly or indirectly to the payment of any amount that would be characterized as a “parachute payment.” Each Company Employee Plan can be amended, terminated or otherwise discontinued after the Closing Date in accordance with its terms, without liability to Buyer or Company (other than ordinary administration expenses typically incurred in a termination event).

2.13.7 International Employee Plan . Company does not have nor has it ever had the obligation to maintain, establish, sponsor, participate in, be bound by or contribute to any each Company Employee Plan that has been adopted or maintained by Company, whether formally or informally or with respect to which Company will or may have any liability with respect to employees who perform services outside the United States.

2.14 Real Property .

2.14.1 The Company does not own any parcel of real property. Section 2.14 of the Disclosure Schedule contains a list of (i)  each parcel of real property leased by Company (as lessor or lessee), and (ii) all Encumbrances (other than Encumbrances that will be removed at or prior to the Closing, or Encumbrances disclosed, or given as security for a monetary Liability shown, on the Balance Sheet) on any parcel of real property referred to in clause (i).

2.15 Adequacy of Assets . The Assets constitute all of the tangible and intangible, real and personal property assets required for the conduct of the Business as presently conducted, including, but not limited to, all Intellectual Property rights necessary therefore.

2.16 Intellectual Property Rights .

2.16.1 Section 2.16 of the Disclosure Schedule contains an accurate and complete description of all Company Intellectual Property.

(a) Each item of Company Intellectual Property is free and clear of any Encumbrances;

(b) Company is the owner of all right, title and interest in or is the exclusive licensee of all Company Intellectual Property;

(c) Company is the owner of all right, title and interest in, and has good title to, (a) all trademarks, service marks and trade names for Company products or services used in connection with the operation or conduct of the business of Company, including the sale of any products or technology or the provision of any services by Company, (b) all copyrighted works that are or are part of Company products, and (c) all patents and patent applications of Company Intellectual Property;

(d) Company has not transferred ownership of any right, title or interest in, or granted any license under or right to use or authorized the retention of any rights to use, any Intellectual Property that is Company Intellectual Property, to any other person or entity, other than licenses of Company Intellectual Property listed in Section 2.16.1(d) of the Disclosure Schedule;

(e) there are no persons or entities to whom Company has delivered copies of the source code to any Company Intellectual Property, whether under an escrow arrangement or otherwise, or persons or entities who have the right