Drafting and Understanding Business-Sale Agreements

(d) Seller will notify Purchaser promptly in writing of any claim, lawsuit, action or proceeding that may be asserted, commenced or threatened (where Seller has knowledge of such threat and has reason to believe that such threat is likely to result in any such action or proceeding) against Seller and affecting in any material respect the Seller, or challenging or seeking to enjoin or restrict, or which could be expected to prevent or restrict, the consummation of the transactions contemplated by this Agreement.

6.2 Access to Information. From and after the date of this Agreement, Seller shall give Purchaser, its counsel, accountants and other representatives, full access during Seller’s normal business hours, subject to reasonable security measures and reasonable prior notice, to all of the Assets and all books, records, agreements and commitments relating to the Business, and shall furnish or cause to be furnished to Purchaser’s representatives during such period all such information concerning the Business as Purchaser may reasonably request; provided that Purchaser shall hold all such information in confidence (provided Purchaser may disclose such documents and information as required by law, but shall give notice to Seller of receipt of any such legal process so as to provide Seller opportunity to seek a protective or limitation of discovery order).

6.3 Compliance with Laws. Seller will comply with all material applicable laws, rules and regulations of any governmental entity, agency or instrumentality relating to the Business or required to be complied with by it in the performance of this Agreement and for the consummation of the transactions contemplated by this Agreement.

6.4 Corporate Action and Consents. Seller and Purchaser will each take all necessary corporate actions and will use reasonable efforts to obtain all governmental and other consents, approvals, novations, assignments and waivers required to be obtained by Seller and Purchaser for the consummation of the transactions contemplated in this Agreement and the continuation of the Business following the Closing.

6.5 Change of Name. Promptly after the Closing, Seller shall amend its certificate of incorporation to change its name to a name which is not confusingly similar to “ABC, Inc..”

6.6 Employees. Prior to Closing, Purchaser shall offer employment, effective as of the completion of Closing, to the employees of Seller listed on Schedule 6.6(a) (the “Employees”). Purchaser shall offer such employment at substantially similar compensation and benefit levels as the Employees received as employees of Seller, with credit for term of service while employed

by Seller. Seller and Stockholder shall endeavor to assist Purchaser in entering into employment and service agreements with certain key employees and contractors of Seller including but not limited to A, B, and C. Seller and Stockholder shall not be liable for severance, vacation or sick pay for an Employee that accepts employment with Purchaser (which liability, if any, Purchaser shall either assume or cause the Employee to waive in writing), and 30