PURCHASE AND SALE AGREEMENT

Exhibit 10.1

PURCHASE AND SALE AGREEMENT

BY AND AMONG

TOLLGRADE COMMUNICATIONS, INC.,
a Pennsylvania corporation,

and

TOLLGRADE COMMUNICATIONS, INC.,
a Delaware corporation

(collectively, the “Seller”),

and

CHEETAH TECHNOLOGIES, L.P.

(the “Buyer”)

May 1, 2009

TABLE OF CONTENT S

 iii

PURCHASE AND SALE AGREEMENT

     This PURCHASE AND SALE AGREEMENT (the “Agreement”) is entered into as of May 1, 2009 by and among TOLLGRADE COMMUNICATIONS, INC. , a Pennsylvania corporation (“Operating Company”), TOLLGRADE COMMUNICATIONS, INC. , a Delaware corporation (“IP Owner”) (collectively, the “Seller”), and CHEETAH TECHNOLOGIES, L.P. , a Pennsylvania limited partnership (the “Buyer”). The Seller and the Buyer are referred to individually herein as a “Party” and collectively herein as the “Parties.”

INTRODUCTION

     1. The Operating Company is engaged in the business of manufacturing, distributing, developing, marketing and selling transponder-based power supply and fiber node status monitoring systems, including hardware and software, to the cable industry (the “Business”);

     2. The IP Owner owns certain intellectual property which is used in connection with the Business; and

     3. The Buyer desires to purchase from the Seller, and the Seller desires to sell to the Buyer, substantially all of their assets relating to the Business (other than assets specifically excluded pursuant hereto), subject to the assumption only of the Assumed Liabilities as set forth herein (and no other liabilities of either Seller) and upon the terms and subject to the conditions set forth herein.

     NOW, THEREFORE, in consideration of the representations, warranties, covenants and agreements contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the Parties agree as follows:

ARTICLE I
ASSET PURCHASE

     1.1 Purchase and Sale of Assets; Assumption of Liabilities; Excluded Assets and Excluded Liabilities .

          (a) Transfer of Assets . On the basis of the representations, warranties, covenants and agreements set forth herein, as of the Closing but effective as of the Effective Time, the Seller shall sell, convey, assign, transfer and deliver to the Buyer, and the Buyer shall purchase and acquire from the Seller, free and clear of all Security Interests, except for the permitted liens set forth in Schedule 1.1(a) (the “Permitted Liens”, and, for the avoidance of doubt, all Permitted Liens shall be Excluded Liabilities and shall remain the responsibility of Seller and shall be paid, performed and discharged by Seller when due) all of the Seller’s right, title and interest in and to the following assets, properties and rights held by Seller in connection with the operation of the Business, other than Excluded Assets (as defined in Section 1.1(b) ) (collectively, the “Acquired Assets”), which Acquired Assets are comprised of the following:

               (i) all inventory, spare parts, supplies, works in progress, raw materials, finished goods and last-buy component parts, and, to the extent permitted by law, an assignment of all related manufacturer warranties, guarantees and indemnities, all of which are as listed or further described on Schedule 1.1(a)(i) (collectively, the “Inventory”);

               (ii) the computers (including, if assignable pursuant to the license Contracts relating thereto, all Software loaded on such machines), equipment, furniture, furnishings, fixtures, machinery, vehicles, tools and tooling equipment and other tangible personal property, all of which are listed on Schedule 1.1(a)(ii) (collectively “Equipment”);

               (iii) the rights under all contracts, purchase orders, agreements, licenses, leases, commitments, instruments, understandings and arrangements in each case as amended, supplemented, waived or otherwise modified (each, a “Contract”), all of which are listed on Schedule 1.1(a)(iii) (the “Assigned Contracts”);

               (iv) any and all of Seller’s rights in (A) the United States and foreign patents (including design patents, industrial designs and utility models) and patent applications (including patent disclosures, reissues, divisions, continuations-in-part and extensions), inventions and improvements thereto, all of which are listed on Schedule 1.1(a)(iv) ; (B) United States and foreign trademarks, service marks, certification marks, tradenames, domain names, trade dress and registrations and applications for registrations, which are listed on Schedule 1.1(a)(iv) ; (C) the United States and foreign copyrights and registrations thereof relating to the Business, which are listed on Schedule 1.1(a)(iv) ; (D) inventions, processes, designs, formulae, trade secrets, manufacturing, engineering and technical drawings, product industrial models, specifications, technical information, technology, know-how, processes, quality control data, and other confidential business information relating to the Business; (E) the Software, including all source code and object code versions thereof held by the Seller (excluding any open source code or free software), in any and all forms and media, whether recorded on paper, magnetic media or other electronic or non-electronic media (including data and recorded documentation, user manuals, training materials, flow charts, diagrams, descriptive tests and programs computer printouts, underlying tapes, computer databases and similar items) and computer applications and operating programs, which are listed on Schedule 1.1(a)(iv) ; (F) licenses of any of the foregoing, all of which are listed in Schedule 1.1(a)(iv) ; (G) the content of websites to the extent relating to the operation of the Business; and (H) all other intellectual property of Seller used in the Business as currently operated including, but not limited to, all names and tradenames (excluding the names “Tollgrade” and “Lighthouse”), marks and trade dress which are not registered (collectively, “Intellectual Property”); and all rights thereunder or in respect thereof, including, without limitation, all rights to sue for and remedies against past, present and future infringement of all Intellectual Property, and rights of priority and protection of interests therein under the laws of any jurisdiction worldwide and all tangible embodiments (together with all Intellectual Property rights included in the other clauses of this Section 1.1 , collectively the “Seller Intellectual Property”);

               (v) all Business products under research or development prior to or on the Closing Date (as defined in Section 1.5(a) ), all of which are listed on Schedule 1.1(a)(v) ,

and all right, title and interest of the Seller in or to any prototypes, enhancements, improvements, or other tangible work product, technology or process developed, created or otherwise acquired in connection with the design, research and development, implementation, market research or marketing of the products of the Business (collectively the “Technical Information”);

               (vi) all Permits issued by any Governmental Entity (all of which are listed on Schedule 1.1(a)(vi) ), to the extent that the transfer of such Permits is permitted by applicable Laws;

               (vii) all books and records (other than stock record books and corporate minute books), accounts, manuals, ledgers, files, documents, correspondence, studies, payroll and financial information, reports and other printed or written materials of Seller to the extent related to the Business or the Acquired Assets, in any form or medium, wherever located, including, without limitation, procurement and customer specifications, advertising materials, catalogs, price lists, mailing lists, lists of present and prospective customers, customer service records, credit records, distribution lists, photographs, production data, sales and promotional materials and records, purchasing materials and records, quality control records and procedures, blueprints and media materials, subject to any restrictions imposed by applicable Laws on the transfer of files and other materials related to classified programs (the “Books and Records”);

               (viii) all rights to causes of action, lawsuits, judgments, claims and demands of the Seller relating exclusively to the ownership, use, function or value of any Acquired Asset, whether by way of counterclaim or otherwise;

               (ix) all guarantees, warranties, indemnities or similar rights in favor of the Seller relating exclusively to the Acquired Assets;

               (x) the accounts receivable of and other similar rights of Seller to receive payment from a person or entity arising out of sales of the products and services of the Business, all of which accounts receivable and other similar rights of Seller are listed or described in reasonable detail on Schedule 1.1(a)(x) (the “Accounts Receivable”);

               (xi) all rights to insurance claims, related refunds and proceeds to the extent arising from or related to the Acquired Assets and the Assumed Liabilities (as defined in Section 1.1(c) );

               (xii) all goodwill associated with the Business and the Acquired Assets, together with the right to represent to third parties that the Buyer is the successor to the Business and the Acquired Assets;

               (xiii) the prepaid expenses listed on Schedule 1.1(a)(xiii) (the “Prepaid Expenses”);

               (xiv) all Open Orders as of the Effective Time;

               (xv) the intellectual property rights to be granted to Buyer under the Trademark License and Software Sublicense Agreement to be entered into by the Parties pursuant to Section 1.5(b)(xvii) .

          (b) Excluded Assets . Notwithstanding anything to the contrary in this Agreement, the Acquired Assets shall not include any of the following assets, all of which shall be retained by Seller (each, an “Excluded Asset”):

               (i) all cash and cash equivalents or similar investments, bank accounts, commercial paper, certificates of deposit, Treasury bills and other marketable securities, as well as the notes receivable listed on Schedule 1.1(b)(i) ;

               (ii) all assets, properties or rights listed on Schedule 1.1(b)(ii) ;

               (iii) all rights to insurance claims, related refunds and proceeds to the extent arising from or related to the Excluded Assets or the Excluded Liabilities (as defined in Section 1.1(d) );

               (iv) all rights which accrue or will accrue to the benefit of the Seller under this Agreement or the Ancillary Agreements (as defined in Section 1.5(b) );

               (v) all rights relating to refunds or recoupment of Taxes (as defined in Section 2.7 ) of the Seller, including rights under any legal or administrative proceedings relating thereto, whether or not yet commenced;

               (vi) all actions, claims, causes of action, rights of recovery, choses in action and rights of setoff of any kind arising before, on or after the Closing relating to the items set forth in this Section 1.1(b) or to any Excluded Liabilities;

               (vii) all corporate records of Seller, including, but not limited to, stockholder records, stock records, stock transfer journals, and board of directors and stockholder minutes;

               (viii) all books, records, accounts, ledgers, files, documents, correspondence, studies, Tax Returns (as defined in Section 2.7 ), payroll and financial information, reports and other printed or written materials to the extent related to any Excluded Assets or Excluded Liabilities;

               (ix) all employment-related contracts with employees of Seller, all Business Benefit Plans and any other assets of Seller which are associated with employment of its employees; and

               (x) all assets, properties or rights of Seller not otherwise specifically set forth in Section 1.1(a) hereof.

The Parties acknowledge and agree that the Excluded Assets shall not include (A) assets that are necessary for the ongoing operation and support of the Seller Intellectual Property, or (B) solely with respect to the manufacture, distribution, marketing, sale and support of the commercial products of the Business, (i) assets that cannot be obtained from any other source or supplier regardless of cost, (ii) assets that are non-replaceable, or (iii) assets for which no other item can be substituted as a functional equivalent; and Seller further acknowledges and agrees that to the extent the Excluded Assets include any asset described in the foregoing (A) or (B), any and all benefit expected to be obtained by Buyer from such assets shall be provided by Seller to Buyer pursuant to the Transition Services Agreement or Section 1.6 hereof.

          (c) Assumed Liabilities. On and subject to the terms and conditions set forth in this Agreement, as additional consideration for the Acquired Assets, on the Closing Date Buyer shall undertake, assume, perform and otherwise pay, satisfy and discharge, and hold Seller harmless from the following liabilities and obligations of Seller relating to the Business:

               (i) the liabilities and obligations associated with the Acquired Assets arising or to be performed on or after the Effective Time;

               (ii) the liabilities and obligations arising or to be performed on or after the Effective Time pursuant to Assigned Contracts (except to the extent such obligations accrued or become due in accordance with the terms of the Assigned Contract on or before the Effective Time);

               (iii) the liabilities and obligations arising or to be performed pursuant to (A) Pre-closing Warranty Claims up to a maximum amount of Six Hundred Thirty-eight Thousand Four Hundred Seventy-two US Dollars (US$638,472), and (B) all Post-closing Warranty Claims;

               (iv) the liabilities and obligations pursuant to Product Liability, but only to the extent caused by or attributable to products manufactured, sold or distributed, or services performed or rendered by or on behalf of Buyer or any of Buyer’s agents on or after the Effective Time; and

               (v) the liabilities and obligations set forth on the Latest Balance Sheet.

          (d) Excluded Liabilities. Notwithstanding anything to the contrary contained in this Agreement, Buyer will not assume or in any way become liable for, and Seller shall retain, all of Seller’s and its Affiliates’ debts, liabilities and obligations of any nature whatsoever (other than the Assumed Liabilities), whether accrued, absolute or contingent, whether known or unknown, whether due or to become due, including, without limitation, the following (the “Excluded Liabilities”):

               (i) the liabilities or obligations of Seller to any of their respective stockholders with respect to dividends, distributions to their respective stockholders in liquidation, redemptions of stock or otherwise;

               (ii) liabilities or obligations of Seller arising out of any transactions occurring, or liabilities or obligations incurred, except to the extent expressly assumed by Buyer pursuant to Section 1.1(c) hereof;

               (iii) any liabilities or obligations of Seller for expenses, Taxes or fees incident to or arising out of the negotiation, preparation, approval or authorization of this Agreement or the consummation of the transactions contemplated hereby, including, without limitation, all of Seller’s (i) attorney’s and accountant’s fees, (ii) all broker’s and finder’s fees, and (iii) any commissions payable to any party by Seller;

               (iv) any liabilities or obligations of Seller under or arising out of this Agreement;

               (v) liabilities or obligations against which Seller is insured or otherwise indemnified or which would have been covered by insurance (or indemnification) but for a claim by the insurer (or the indemnitor) that the insured (or the indemnitee) had breached its obligations under the policy of insurance (or the contract of indemnity) or had committed fraud in the insurance application or in entering unto the indemnity agreement;

               (vi) any liabilities or obligations of the Business to Seller or any Affiliate of Seller;

               (vii) any liabilities and obligations of Seller to indemnify its officers, directors, employees or agents;

               (viii) all Taxes imposed on Seller (including any Taxes of any other corporation) and any Taxes assessed against Seller by virtue of its status as a member of any consolidated group of which such other corporation was also a member;

               (ix) all liabilities and obligations of Seller relating to any collective bargaining agreement by and between Seller and any certified collective bargaining unit;

               (x) all liabilities and obligations arising under or imposed pursuant to Environmental Laws, whether or not attributable (A) to actions or failures to act by Seller, with respect to the ownership of, operation of, or properties utilized in connection with, the Business at any time prior to the Effective Time, or (B) to any property being transferred or leased to Buyer pursuant to this Agreement;

               (xi) all of Seller’s liabilities and obligations for employee benefits of the Business; and

               (xii) all other liabilities or obligations of Seller arising out of its conduct of the Business prior to the Effective Time, including without limitation, Permitted Liens; Pre-closing Warranty Claims in excess of Six Hundred Thirty-eight Thousand Four Hundred Seventy-two US Dollars (US$638,472); liabilities or obligations related to the infringement by any Seller of any intellectual property of another Person; liabilities or obligations of Seller

relating to any Environmental Laws; and any liabilities or obligations related to any lawsuit, cause of action, litigation or legal proceeding with respect to any losses, occurrences or events occurring prior to the Effective Time, whether commenced prior to or after the Effective Time, except for those liabilities or obligations constituting a part of the Assumed Liabilities.

     1.2 Purchase Price . In consideration for the sale and transfer of the Acquired Assets, the Buyer shall assume the Assumed Liabilities as provided in Section 1.1(c) and shall pay to the Seller the aggregate amount of Three Million One Hundred Fifty Thousand US Dollars (US$3,150,000) (the “Purchase Price”), subject to adjustment pursuant to Section 1.3 . In accordance with Section 1.5(b) , at the Closing, the Purchase Price shall be delivered as follows: (a) by wire transfer from the Buyer to the Seller in the amount of Two Million Seven Hundred Fifty Thousand US Dollars (US$2,750,000); and (b) if applicable, execution and delivery by the Buyer of a secured promissory note (the “Note”) in the amount of Four Hundred Thousand US Dollars (US$400,000), together with interest thereon, which shall be in the form of Exhibit F attached hereto and made a part hereof, and which shall be subordinated to the Buyer’s institutional lender on terms satisfactory to such lender in its reasonable, sole discretion.

     1.3 Working Capital Adjustment .

          (a) For the purposes of this Section 1.3, the following words, terms and phrases shall have the following meanings:

     “Closing Date Adjustment” shall mean the adjustment to the Purchase Price amount payable at Closing, as determined pursuant to Section 1.3(b) .

     “Net Working Capital” means the excess of (i) the current assets of the Business as of the Closing Date over (ii) the current liabilities of the Business as of the Closing Date, all determined in accordance with the Accounting Standards.

     “Target Working Capital” means Three Million US Dollars (US$3,000,000), as determined as of the date of, and based on, the Latest Balance Sheet.

     “Working Capital Statement” means a statement setting forth the Net Working Capital of the Business, which shall be prepared in accordance with the Accounting Standards.

          (b) On the Closing Date, Seller shall deliver to Buyer the Working Capital Statement certified by Seller, including a certification of the Net Working Capital. Based on such Working Capital Statement, an adjustment shall be made to the Purchase Price amount payable at Closing, as follows:

               (i) If the Net Working Capital amount set forth in the Working Capital Statement is greater than the Target Working Capital, the Purchase Price payable at Closing shall be increased on a dollar-for dollar basis by the amount of such excess, but only if Net Working Capital as set forth in the Working Capital Statement exceeds the Target Working Capital by Twenty-Five Thousand Dollars ($25,000) (the “Adjustment Collar”) or more. Such excess amount shall be paid by Buyer at the Closing by wire transfer.

               (ii) If the Net Working Capital amount set forth in the Working Capital Statement is less than the Target Working Capital, the Purchase Price payable at Closing shall be decreased on a dollar-for-dollar basis by the amount of such deficit, but only if Net Working Capital as set forth in the Working Capital Statement is less than the Target Working Capital by the Adjustment Collar or more. The amount of such deficit shall be deducted from the cash portion of the Purchase Price described in Section 1.2(a) .

          (c) Within ninety (90) days after the Closing Date, Buyer shall prepare (in accordance with the Accounting Standards) and deliver to Seller a balance sheet of the Business as of the close of business on the Closing Date (“Buyer’s Balance Sheet”), which includes (i) a calculation of Net Working Capital, (ii) any adjustment to the Purchase Price based on such calculation (the “Post-closing Adjustment”), which adjustment shall be determined in the same manner prescribed under Section 1.3(b) , and (iii) the difference, if any, between the Post-closing Adjustment amount and the Closing Date Adjustment amount. The calculations to be made pursuant to Sections 1.3(c)(ii) and (iii) above shall take into account that no Purchase Price Adjustment is to occur if Net Working Capital is within the Adjustment Collar.

          (d) Seller shall be deemed to have accepted Buyer’s Balance Sheet and the Post-closing Adjustment on the thirtieth (30 ^th ) day after delivery thereof if Seller does not give Buyer written notice of its objection by the close of business on such day. If Seller does not object to the Post-closing Adjustment within such thirty-day period, and the difference between the Post-closing Adjustment amount and the Target Working Capital amount is equal to or greater than Twenty-five Thousand US Dollars (US$25,000), then Seller shall pay to Buyer, or Buyer shall pay to Seller, as applicable, the entire amount of the difference between the Post-closing Adjustment amount and the Target Working Capital amount taking into account payments, if any, made pursuant to the Closing Date Adjustment. Such amount shall be paid in cash or by wire transfer of immediately available funds within thirty (30) days after the date of delivery of Buyer’s Balance Sheet to Seller. The Parties agree that, in the event the difference between the Post-closing Adjustment amount and the Target Working Capital amount, as reflected on Buyer’s Balance Sheet, is less than Twenty-five Thousand US Dollars (US$25,000), no adjustment to the Purchase Price amount shall be made hereunder.

          (e) If Seller objects to the Post-closing Adjustment, it shall notify Buyer in writing within thirty (30) days following delivery of Buyer’s Balance Sheet to Seller, setting forth in specific detail the bases for its objection and its proposal for any adjustments to the Post-closing Adjustment. Buyer and Seller shall use their best efforts to reach agreement as to any proposed adjustment or that no adjustment is necessary. If agreement is reached as to all proposed further adjustments, the parties shall make such adjustments and the Post-closing Adjustment shall be based thereon. If Buyer and Seller are unable to reach agreement within thirty (30) days, they shall engage McCrory & McDowell LLC, having an address at One Riverfront Center, 20 Stanwix Street, Pittsburgh, Pennsylvania (the “Independent Auditor”) to (i) review the proposed adjustments as to which agreement has not been reached and (ii) make a determination as to the resolution of the proposed adjustments to cause the Post-closing Adjustment to have been properly prepared in accordance with the provisions of this Agreement. All resolutions shall represent either (x) agreement with the position taken by Buyer or Seller or

(y) a compromise of such positions. The determination by the Independent Auditor shall be final, conclusive and binding upon Buyer and Seller. Thereafter, Seller shall pay to Buyer, or Buyer shall pay to Seller, as applicable, not later than ten (10) days following the determination of the adjustments by the Independent Auditor, by wire transfer, an amount equal to the difference between the Post-closing Adjustment amount, as determined by the Independent Auditor, and the Closing Date Adjustment amount. Any costs incurred in resolving such disagreement shall be borne equally by the parties.

     1.4 Allocation . The Buyer and the Seller agree to allocate the Purchase Price among the Acquired Assets for all purposes (including financial accounting and Tax purposes) in accordance with the allocation schedule to be prepared jointly by the Buyer and the Seller within thirty (30) days following the later of (i) the date of Seller’s acceptance of Buyer’s Balance Sheet or (ii) the resolution of any adjustments to the Post-closing Adjustment amount by the Independent Auditor. Thereafter, the Parties shall make consistent use of the allocation, fair market value and useful lives agreed to by the Seller and the Buyer for all Tax purposes and in all filings, declarations and reports with the U.S. IRS in respect thereof, including the reports required to be filed under Section 1060 of the Code.

     1.5 The Closing .

          (a) Time and Location . The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of Eckert Seamans Cherin & Mellott, LLC on the later of (a) May 15, 2009 and (b) ten (10) Business Days following satisfaction or waiver of all of the conditions set forth in Article VI hereof (the “Closing Date”). The Closing shall be effective as of 11:59 p.m. on the day immediately prior to the Closing Date (the Effective Time”), and Buyer shall be deemed to have acquired the Acquired Assets and to have assumed the Assumed Liabilities as of such Effective Time. For the purposes of this Agreement, a “Business Day” shall be any day other than (i) a Saturday or Sunday, or (ii) a day on which banking institutions located in Pittsburgh, Pennsylvania are permitted or required by law to remain closed.

          (b) Actions at the Closing . At the Closing:

               (i) the Seller shall execute and deliver the Bill of Sale in the form attached hereto as Exhibit A ;

               (ii) the Seller shall execute and deliver the Trademark Assignment in the form attached hereto as Exhibit B ;

               (iii) the Seller shall execute and deliver a Copyright Assignment in the form attached hereto as Exhibit C ;

               (iv) the Seller shall execute and deliver a Patent Assignment in the form attached hereto as Exhibit D ;

               (v) the Seller shall execute and deliver a Subordination Agreement in such form as may be reasonably satisfactory to the Buyer’s lender;

               (vi) the Seller and the Buyer shall execute and deliver such other instruments of conveyance as the Buyer may reasonably request in order to effect the sale, transfer, conveyance and assignment to the Buyer of good and valid ownership of the Acquired Assets;

               (vii) the Seller and the Buyer shall execute and deliver the Assignment and Assumption Agreement in the form attached hereto as Exhibit E ;

               (viii) the Buyer and the Seller shall execute and deliver such other instruments as the Seller may reasonably request in order to effect the assumption by the Buyer of the Assumed Liabilities;

               (ix) the Seller shall deliver to the Buyer all the Books and Records relating to the Acquired Assets or the Business;

               (x) the Buyer shall pay to the Seller the Purchase Price (subject to adjustment pursuant to Section 1.3(b) hereof) as follows: (1) payment of Two Million Seven Hundred Fifty Thousand US Dollars (US$2,750,000) in immediately available funds by wire transfer into an account designated by the Seller; and (2) execution and delivery of the Note in the form attached hereto as Exhibit F ;

               (xi) the Seller shall deliver to the Buyer, or otherwise put the Buyer in possession and control of, (A) all of the Acquired Assets of a tangible nature free and clear of all Security Interests, except for Permitted Liens; and (B) the original execution copies, if available or required by applicable Laws, or copies of all of the Acquired Assets that are embodied in writing;

               (xii) the Seller shall deliver (or cause to be delivered) to the Buyer the following certificates, instruments and documents:

                    (A) all of the Third Party Consents listed on Schedule 1.5(b)(xii)(A) (the “Required Consents”), which shall be in writing and in a form reasonably satisfactory to Buyer;

                    (B) releases of all Security Interests on the Acquired Assets except for Permitted Liens;

                    (C) a certificate dated as of a date not earlier than seven (7) days prior to the Closing Date as to the good standing of the Seller in the Commonwealth of Pennsylvania and in all other United States jurisdictions where the Seller is required to register as a foreign corporation;

                    (D) a certificate of the Secretary or another executive officer of the Seller, dated as of the Closing Date, and certifying as to the incumbency of officers, the adoption of authorizing resolutions and other matters that are reasonably necessary in connection with the Closing and that the conditions to be satisfied by Seller pursuant to Section 6.3 below are satisfied in all respects; and

                    (E) the Permits required for the operation of the Business, all of which shall have been validly transferred to Buyer, other than Permits that are not permitted to be transferred by applicable Laws;

               (xiii) the Buyer shall deliver (or cause to be delivered) to the Seller a certificate of the Secretary or another executive officer of the Buyer, dated as of the Closing Date, and certifying as to the incumbency of officers, the adoption of authorizing resolutions and other matters that are reasonably necessary in connection with the Closing and that the conditions to be satisfied by Buyer pursuant to in Section 6.2 below are satisfied in all respects; and

               (xiv) the Parties shall have delivered to each other copies of all registrations, filings, notices, consents and approvals with or to Governmental Entities in connection with the transactions contemplated hereby (the “Governmental Filings”), all of which Governmental Filings are listed on Schedule 1.5(b)(xiv) ;

               (xv) the Operating Company and the Buyer shall execute and deliver to each other a Transition Services Agreement in the form attached hereto as Exhibit G ;

               (xvi) the Operating Company and the Buyer shall execute and deliver to each other a Security Agreement in the form attached hereto as Exhibit H ;

               (xvii) the Seller shall have terminated any and all employment-related agreements between the Seller and each Hired Employee and shall have executed and delivered to Buyer, with respect to each Hired Employee, a waiver and release in the form attached hereto as Exhibit I which releases the Hired Employees from their obligations under such employment-related agreements, so that the Hired Employees may accept employment with Buyer;

               (xviii) the Seller and Buyer shall execute and deliver to each other a Trademark License and Software Sublicense Agreement in the form attached hereto as Exhibit J to permit Buyer to use the Seller mark “Lighthouse” in connection with the manufacture, marketing and sale of certain products of the Business;

               (xix) the Parties shall execute and deliver to each other a cross-receipt evidencing the transactions referred to above.

The agreements and instruments referred to in clauses (i) through (xix) above are referred to herein as the “Ancillary Agreements.”

     1.6. Consents to Assignment .

          (a) Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an attempt or agreement to assign or transfer any Assigned Contract or Permit, or any claim, right or benefit arising thereunder or resulting therefrom or to undertake to make a Governmental Filing, if an attempted assignment or transfer thereof or an undertaking to make a filing, which by its terms or under any Laws is nonassignable without the consent, approval or acknowledgement of a third party thereto or of the issuing Governmental Entity, unless and until such consent, approval or acknowledgment shall have been obtained. The Parties agree to use all reasonable efforts and to cooperate and provide each other with reasonable assistance, to do all thing necessary or appropriate to obtain such consents, approvals and acknowledgements so that all right, title and interest of Seller with respect to the applicable asset or obligation shall be novated or assigned to Buyer effective as of the Closing.

          (b) If such consent, approval, acknowledgement or filing (a “Deferred Consent”) is not obtained at or prior to the Closing, or if an attempted assignment or transfer thereof would be ineffective or would affect the rights thereunder so that the Buyer would not receive all such rights from and as of the Closing, then, in each such case, (i) the Assigned Contract, Permit or Governmental Filing to which such Deferred Consent relates (a “Deferred Item”) shall be excluded from the definition of Acquired Assets (without any reduction in the Purchase Price) only for such period of time until the such Deferred Consent shall have been obtained, (ii) from and after the Closing, the Seller and the Buyer will cooperate, in all reasonable respects, to obtain such Deferred Consent as soon as reasonably practicable after the Closing, and (iii) until such Deferred Consent is obtained, the Seller and the Buyer will cooperate, in all reasonable respects, to provide to the Buyer, whether through a subcontracting arrangement or otherwise, the benefits under the Deferred Item to which such Deferred Consent relates (with the Buyer entitled to all the gains and responsible for all the losses, Taxes, liabilities and/or obligations thereunder). All such Deferred Items shall be held by Seller for the benefit of Buyer and the covenants and obligations thereunder shall be performed by Buyer in such Seller’s name and all benefits and obligations existing thereunder shall be for Buyer’s account. Seller shall take or cause to be taken such actions in its name or otherwise as Buyer may reasonably request so as to provide Buyer with the benefits of the Deferred Item and to effect collection of money or other consideration that becomes due and payable under the Deferred Item, and Seller shall promptly pay over to Buyer all money or other consideration received by it in respect of all Deferred Items. As of and from the Closing Date, Seller authorizes Buyer, to the extent permitted by applicable Law and the terms of the Deferred Items, to perform all the obligations and receive all the benefits of Seller under the Deferred Items.

          (c) Each Party shall bear its own costs in connection with obtaining all Deferred Consents. Neither Party shall have any obligation to make any economic concession to a third party as a condition to obtaining a Deferred Consent.

          (d) Nothing in this Section 1.6 shall be deemed to affect, modify, or release Seller from its obligations under Section 1.5(b)(xii)(A), the performance of which is a condition precedent to Buyer’s obligation to consummate the transactions contemplated hereby, as set forth in Section 6.3 hereof.

     1.7 Further Assurances . At any time and from time to time after the Closing Date, as and when requested by any Party hereto and at such Party’s expense, the other Party or Parties shall promptly execute and deliver, or cause to be executed and delivered, all such documents, instruments and certificates and shall take, or cause to be taken, all such further or other actions as are necessary to evidence and effectuate the transactions contemplated by this Agreement.

ARTICLE II
REPRESENTATIONS AND WARRANTIES OF THE SELLER

     The Seller represents and warrants to the Buyer that the statements contained in this Article II are true and correct as of the date hereof and as of the Closing Date, except as set forth in the Disclosure Schedule comprised of the various Schedules described in this Agreement and attached hereto as provided by the Seller to the Buyer on the date hereof (the “Disclosure Schedule”). The Disclosure Schedule shall be arranged in sections and subsections corresponding to the numbered and lettered sections and subsections contained in this Article II . With respect to any representation, warranty or statement of the Seller in this Agreement that is qualified by or to the Seller’s knowledge, such knowledge (“Seller’s Knowledge” or “Knowledge of Seller”) shall be deemed to exist if, at the time as of which such representation, warranty or statement was made, any of Joseph Ferrara, Kenneth Shebek, Joseph O’Brien, Sara Antol, Gary W. Bogatay, Jr., or R. Joseph Fink had actual knowledge of the fact or matter to which such qualification applies or could reasonably be expected to discover or otherwise become aware of that fact or matter in the course of conducting a reasonably comprehensive investigation. For purposes of this Agreement, “Material Adverse Effect” means any single change, effect or circumstance or series of changes, effects or circumstances that, individually or in the aggregate, has a material adverse effect on the business, financial condition, results of operations of the Business or the Acquired Assets (other than (i) changes, effects or circumstances that are the result of economic factors affecting the economy as a whole or that are the result of factors generally affecting the industry in which the Business competes, (ii) the announcement of the transactions described in this Agreement or the consummation of the Closing, and (iii) national or international political or social conditions, including the engagement by the United States in hostilities, whether or not pursuant to the declaration of a national emergency or war, or the occurrence of any military or terrorist attack upon the United States, or any of its territories, possessions, or diplomatic or consular offices or upon any military installation, equipment or personnel of the United States, or (iv) arising out of or resulting primarily from actions contemplated by the Parties in connection with this Agreement or the Ancillary Agreements (other than consummation of the Closing).

     2.1 Organization, Qualification; Corporate Power; Capacity .

          (a) Schedule 2.1(a) contains a complete and accurate list of the Seller’s jurisdiction of incorporation and all other United States jurisdictions in which the Seller is qualified to do business as a foreign corporation.

          (b) The Operating Company is a corporation duly organized, validly existing and in good standing under the laws of the Commonwealth of Pennsylvania and is duly qualified to conduct business as a foreign corporation under the laws of each jurisdiction where the

Business is conducted, except where the failure to be so qualified would not have a Material Adverse Effect.

          (c) The IP Owner is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is duly qualified to conduct business as a foreign corporation under the laws of each jurisdiction where the Business is conducted, except where the failure to be so qualified would not have a Material Adverse Effect.

     2.2 Authority . The Seller has all requisite corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party and to perform its obligations hereunder and thereunder. The execution and delivery by the Seller of this Agreement and such Ancillary Agreements, and the consummation by the Seller of the transactions contemplated hereby and thereby, have been validly authorized by all necessary and proper corporate action on the part of the Seller. This Agreement and such Ancillary Agreements are validly executed and delivered by the Seller and, assuming this Agreement and each such Ancillary Agreement constitute the valid and binding obligation of the Buyer, constitute valid and binding obligations of the Seller, enforceable against the Seller in accordance with their terms, subject to bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies and the effect of the exercise of judicial discretion in accordance with general principles of equity.

     2.3 Noncontravention . Except as set forth on Schedule 2.3 , neither the execution and delivery by the Seller of this Agreement or the Ancillary Agreements to which the Seller is a party, nor the consummation by the Seller of the transactions contemplated hereby or thereby will:

          (a) conflict with or violate any provision of the charter or bylaws or other governing documents of the Seller or any resolution adopted by the board of directors of Seller;

          (b) require on the part of the Seller filing with, or any permit, authorization, consent or approval of, any Governmental Entity except for any filing, permit, authorization, consent or approval that would not reasonably be expected to result in a Material Adverse Effect;

          (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party the right to terminate or modify, or require any notice, consent or waiver under, any contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness or Security Interest (as defined below) to which the Seller is a party or by which the Seller is bound or to which any of the Acquired Assets are subject, except for (i) other than in the case of the creation of a Security Interest, any conflict, breach, default, acceleration or right to terminate or modify that would not reasonably be expected to result in a Material Adverse Effect, or (ii) other than in the case of the creation of a Security Interest, any notice, consent or waiver the absence of which would not reasonably be expected to result in a Material Adverse Effect; or

          (d) to the Knowledge of Seller, violate any Laws or any other order, writ, injunction or decree or statute, rule or regulation applicable to, the Business, Acquired Assets or Assumed Liabilities.

     2.4 Financial Statements .

          (a) Schedule 2.4 includes true, correct, and complete copies of the unaudited Statement of Assets and Liabilities and the related income statements of the Business as of and for the periods ended December 31, 2006, 2007 and 2008 and the unaudited interim financial statements of Seller as of and for the period ended February 21, 2009 (the “Financial Statements”). The Financial Statements have been prepared in accordance with the Books and Records of the Business and in accordance with the Accounting Standards, and present fairly and accurately, in all material respects, the financial position, assets and liabilities of the Business and the results of its operations, and changes in its financial position, for the periods indicated. The Books and Records used in the preparation of the Financial Statements have been prepared in accordance with GAAP and present fairly and accurately the matters set forth therein. For the purposes of this Agreement, “GAAP” shall mean United States generally accepted accounting principles consistently applied. Schedule 2.4 includes a true, correct and complete description of the differences between the Accounting Standards and GAAP.

          (b) Since December 31, 2008, Seller has not identified or been made aware of any fraud that involves the Acquired Assets, the Business or its management, or other current employees or any claim or allegation regarding any of the foregoing and Seller has not received any written notice from its independent accountants regarding any of the foregoing.

          (c) The Books and Records have been made available to Buyer prior to the Closing Date pursuant to Section 5.4 hereof and set forth all material transactions affecting the Business or the Acquired Assets. Such Books and Records are complete and correct in all material respects and have been properly kept and maintained. Except as set forth on Schedule 2.4 , the Books and Records have been kept and maintained in a manner sufficient to provide reasonable assurance regarding the reliability of financial statements in accordance with GAAP, including without limitation, internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific existing authorization; and (iv) the recorded intervals and appropriate actions are taken with respect to any differences.

     2.5 Consents and Approvals of Governmental Entities and Others . Except as noted in Schedule 2.5 , no approval or authorization of, filing or registration with, or notification to, any Governmental Entity is required in connection with the execution and delivery of this Agreement and/or the Ancillary Agreements by Seller or the performance of its obligations hereunder and thereunder or the consummation of the transactions contemplated hereby or thereby. Except as noted in Schedule 2.5 , no consent, approval or authorization of any Person is required in connection with the execution or delivery of this Agreement by Seller, the transfer to Buyer of the Acquired Assets, or the performance by Seller of any other obligation under this Agreement

and/or the Ancillary Agreements. The matters set forth on Schedule 2.5 are referred to herein as the “Third Party Consents”.

     2.6 Absence of Certain Changes . Except as contemplated by this Agreement, since December 31, 2008, there have not been any changes in the financial condition or results of operations of the Business, except for changes that would not reasonably be expected to result in a Material Adverse Effect. Except as contemplated by this Agreement and except as set forth on Schedule 2.6 , since December 31, 2008, the Seller has conducted the Business in the ordinary course consistent with prior practice and has not taken any of the following actions (or permitted any of the following events to occur) with respect to the Business:

          (a) sold, leased, assigned, licensed or otherwise transferred any portion of the assets used in the Business, including without limitation, any Seller Intellectual Property, in a single transaction or series of related transactions, except in the ordinary course of business;

          (b) made any capital expenditures or entered into any contract, lease, license or commitments in an amount in excess of Twenty-Five Thousand Dollars (US$25,000), except in the ordinary course of business;

          (c) acquired any operating business, whether by merger, stock purchase or asset purchase;

          (d) incurred or guaranteed any indebtedness for borrowed money, except in the ordinary course of business;

          (e) entered into any employment, compensation or deferred compensation agreement (or any amendment to any such existing agreement) with any officer or other employee of the Business whose annual base salary exceeds Twenty-Five Thousand Dollars (US$25,000), except in the ordinary course of business;

          (f) materially amended the terms of any existing Business Benefit Plan (as defined in Section 2.17(a) ), except as required by Law;

          (g) materially changed its accounting principles, methods or practices, except in each case to conform to changes in GAAP;

          (h) made any modification to any Material Contracts or Permits;

          (i) entered into or assumed any Material Contract;

          (j) subjected any of the Acquired Assets to any Security Interest (except for Permitted Liens);

          (k) made any capital expenditure (or series of related capital expenditures) relating to the Business either involving more than $25,000 or outside the ordinary course of business;

          (l) made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans and acquisitions) either involving more than $25,000 or outside the ordinary course of business;

          (m) delayed or postponed the payment of accounts payable and other liabilities or obligations of the Business outside the ordinary course of business;

          (n) cancelled, compromised, waived or released any right or claim (or series of related rights and claims) of the Business involving more than $25,000);

          (p) experienced any damage, destruction or loss (whether or not covered by insurance) to the property of the Business exceeding $25,000;

          (q) made any loan to, or entered into any other transaction with, any of its directors, officers, employees or Affiliates outside the ordinary course of business;

          (r) entered into any employment contract or collective bargaining agreement, written or oral, or modified the terms of any existing such contract or agreement relating to the Business;

          (s) granted any increase in the base compensation of any of the managers or key employees of the Business outside the ordinary course of business;

          (t) adopted, amended, modified or terminated any bonus, profit-sharing, incentive, severance or other plan, contract or commitment for the benefit of any of the managers or key employees of the Business (or taken any such action with respect to any other employee benefit plan);

          (u) made any other change in employment terms for any of the managers or key employees of the Business;

          (v) received any written or, to Seller’s Knowledge, any oral, notice from any customer with respect to termination of contracts or work orders or disputes;

          (w) received any written or, to Seller’s Knowledge, any oral, notice with respect to Product Liability claims; or

          (x) entered into any agreement or commitment with respect to any of the matters referred to in paragraphs (a) through (w) of this Section 2.6 .

     2.7 Related Party Transactions . None of Seller’s Affiliates or any of Seller’s directors, officers or employees owns any asset which is used in the Business.

     2.8 Tax Matters . Except as set forth on Schedule 2.8 ,

          (a) The Seller has timely filed or had timely filed on its behalf all Tax Returns (as defined below) that it was required to file (separately or as part of a consolidated, combined or unitary group) and all such Tax Returns were true, correct and complete, except for any error or omission that would not reasonably be expected to result in a Material Adverse Effect. Without limiting the generality of the foregoing, Seller is qualified as a foreign corporation and has timely filed all required Tax Returns and annual reports, and has timely paid all required Taxes, in each United States jurisdiction in which it has done business. The Seller has timely paid (or had timely paid on its behalf) all Taxes (including, but not limited to, all sales taxes) that have become due and payable for all periods covered by the Tax Returns and any interim payments which may have been required under Law since the date of such Tax Returns, except where the failure to make such payment would not reasonably be expected to result in a Material Adverse Effect. Seller has not received a written notice from a Governmental Entity, located in a United States jurisdiction where the Seller does not file Tax Returns, claiming that the Business or Acquired Assets are subject to taxation in such jurisdiction. Neither the IRS nor any other Governmental Entity is now asserting or, to the Knowledge of the Seller, threatening to assert against the Seller any deficiency or claim for additional Taxes or any adjustment of such Taxes. The Seller has withheld and paid all Taxes required to have been withheld and paid in connection with any amounts paid (or deemed paid for income Tax purposes) to any employee, independent contractor, creditor, stockholder or other Person.

          (b) Except as set forth on Schedule 2.8(b) , no audits or administrative or judicial Tax proceedings are pending or being conducted with respect to the Seller. There is no dispute or claim concerning any Taxes of Seller either (i) claimed or raised by any Governmental Entity in writing or (ii) as to which any of the directors, officers or representatives of Seller, respectively, have knowledge based upon personal contact with any agent of such Governmental Entity.

          (c) Seller has not waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to an assessment or deficiency for Taxes.

          (d) There are no Security Interests on the Acquired Assets that have arisen or could arise in connection with any prior failure by Seller to pay any Tax. All Taxes that the Seller is or was required by Laws to withhold or collect have been duly withheld or collected and, to the extent required, have been paid to the proper Governmental Entity.

     2.9 Acquired Assets .

          (a) The Seller has and will have at Closing good and valid title to, a good and valid leasehold interest in, or a good and valid license or right to use, as the case may be, all of the Acquired Assets, free and clear of all Security Interests, except for Permitted Liens. Immediately after the Closing, subject to obtaining the Deferred Consents, the Buyer will be the sole owner of all of the Acquired Assets, free from any Security Interest, except for Permitted Liens. Except as set forth on Schedule 2.9(a) , the Acquired Assets comprise all of the assets that are used or useful for the continued conduct of the Business by the Buyer after the Closing in the manner that the Business is now being conducted by the Seller, except for the sale of inventory

and the disposition of other assets of the Business in the ordinary course and consistent with past practices of the Business.

          (b) Schedule 2.9(b) contains a true, correct and complete listing of any Acquired Assets which are located at sites other than sites occupied by Seller, including, but not limited to, domestic or foreign sites owned or leased by contract manufacturers of Seller.

          (c) Except as noted in Schedule 2.9(c) , as of the Effective Time, all of the Acquired Assets shall be adequate for use, occupancy or operation by Buyer in the Business in the same manner that Seller has used, occupied or operated such Acquired Assets in its operation of the Business for the immediately preceding twelve (12) months.

          (d) All the Acquired Assets of Seller are in good operating order, condition and repair, except for routine maintenance in the ordinary course of business.

     2.10 Undisclosed Liabilities . Except to the extent (i) reflected or reserved against in the Latest Balance Sheet, (ii) incurred in the ordinary course of business after the date of the Latest Balance Sheet (none of which results from, arises out of, relates to, is in the nature of, or was caused by any breach of contract, breach of warranty, tort, infringement, or violation of law) or (iii) described on Schedule 2.10 , Seller does not have any Liabilities in respect of the Business, other than performance obligations with respect to contracts of Seller that would not be required to be reflected or reserved against on a balance sheet prepared in accordance with GAAP or in the footnotes thereto.

     2.11 Environmental Matters . Seller has materially complied with all Environmental Laws applicable to the Business, and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand or notice has been filed or commenced against Seller alleging any failure to so comply. Seller has obtained and is in compliance with all permits, licenses and other authorizations required pursuant to Environmental Laws for the occupation of the Real Property and the operation of the Business; and all such permits, licenses and other authorization are set forth on Schedule 2.11 . Seller has not received any notice of any actual or alleged violations or Liabilities, including any investigatory, remedial or corrective obligations, arising under Environmental Laws in connection with its conduct of the Business. Seller has not assumed or otherwise become subject to any Liability, including any investigatory, remedial or corrective obligations, of any other Person arising under Environmental Laws. Seller has provided Buyer with all environmental audits, reports and other material environmental documents currently maintained by Seller that relate to Seller’s past or current properties, facilities and operations with respect to the Business, except for audits, reports and other documents relating to the facility formerly leased by Seller and located at 7020 Professional Parkway East, Sarasota, Florida 34240.

     2.12 Real Property . Except as set forth on Schedule 2.12 , the Seller does not own or lease any real property in connection with the Business. Schedule 2.12 sets forth the address of all real property currently leased by the Seller in connection with the Business (the “Real Property”) and each lease pursuant to which the Seller currently leases the Real Property. Seller has provided to Buyer a true, correct and complete copy of each such lease.

     2.13 Intellectual Property .

          (a) Schedule 2.13(a) sets forth a true, correct and complete list of all Seller Intellectual Property that is (i) owned by the Seller (the “Owned Seller Intellectual Property”), and (ii) licensed or otherwise made available for use to the Seller by third parties (the “Licensed Seller Intellectual Property”).

          (b) Except as set forth on Schedule 2.13(b) , the Seller is the sole owner of all Owned Seller Intellectual Property. The Seller has a license or the valid right to use, pursuant to a Contract, all Licensed Seller Intellectual Property. The Seller Intellectual Property is (i) free and clear of all Security Interests, except for Permitted Liens and (ii) except as set forth in the Schedule 2.13(b) , not subject to any requirement of any past, present or future royalty payments, license fees, charges or other payments or restrictions, and the Seller has no Knowledge of any such claim or reasonable basis upon which such a claim can be made. Except as set forth on Schedule 2.13(b) , the Seller Intellectual Property comprises all of the Intellectual Property used in the Business. Immediately after the Closing, the Buyer will be the sole owner of all Owned Seller Intellectual Property, free from any Security Interest, except for Permitted Liens, and on the same terms and conditions as in effect prior to the Closing. Immediately after the Closing, the Buyer will have the right to use all Licensed Seller Intellectual Property, free from any Security Interest, except for Permitted Liens, and on the same terms and conditions as in effect prior to the Closing. Except as noted in Schedule 2.13(b) , (A) all patents, copyrights (where such registration is permitted or required by applicable law), trademarks, tradenames and service marks included in the Seller Intellectual Property (i) are registered to or owned by or licensed to Seller, (ii) are, to the Knowledge of Seller, valid and enforceable (or, in the case of any unregistered or unpatented rights, may be freely used by Seller) or pending (in the case of patents), and (B) all annuities, if any, are fully paid.

          (c) Schedule 2.13(c) sets forth all Contracts relating to the Seller Intellectual Property pursuant to which (i) the Seller has licensed, sublicensed or otherwise granted the right of use of Owned or Licensed Seller Intellectual Property to third parties, and (ii) the Seller has been granted a license or the right to use the Licensed Seller Intellectual Property. All of the agreements and arrangements set forth on Schedule 2.13(c) are (i) in full force and effect and enforceable in accordance with their terms, and no default exists or is threatened thereunder by the Seller, or, to the Knowledge of the Seller, by any other person or entity, and (ii) are free and clear of all Security Interests, except for Permitted Liens. The Seller has made available to the Buyer true, correct and complete copies of all Contracts set forth on Schedule 2.13(c) .

          (d) Except as set forth on Schedule 2.13(d) , to the Knowledge of the Seller, the use of the Seller Intellectual Property in connection with the Business does not infringe upon or otherwise conflict with any intellectual property rights of any person or entity. To the Knowledge of the Seller, the Owned Seller Intellectual Property is not being infringed and is not being used or available for use by any person or entity without a license or permission from the Seller.

          (e) Except as set forth in on Schedule 2.13(e) , no claim or demand of any person or entity has been made against the Seller or, to the Knowledge of the Seller, threatened, nor is there any litigation that is pending or, to the Knowledge of the Seller, threatened, that (i) challenges the rights of the Seller in respect of any Owned Seller Intellectual Property or (ii) asserts that the Owned Seller Intellectual Property is infringing or otherwise in conflict with any intellectual property or related right of any third party. None of the Seller Intellectual Property is subject to any outstanding order, ruling, decree, judgment or stipulation by or with any court, tribunal, arbitrator or other Governmental Entity.

          (f) For purposes of this Section 2.13 , the terms “Seller Intellectual Property” and “License