EX-99 6 exh99-3.txt EXHIBIT 99.3 Exhibit 99.3 List of Omitted Exhibits and Schedules Exhibit 99.3 List of Omitted Exhibits and Schedules Exhibit A Escrow Agreement Exhibit B Seller's Counsel's Opinion Exhibit C Form of Non-Competition Agreement Exhibit D Form of ThinPath License Agreement Exhibit E Form of Transitional Supply Agreement Exhibit F Names of Employees Exhibits G Form of Non-Solicitation and Confidentiality Agreement Exhibit H OEM Supply Agreement Exhibit I Warranties Exhibit J Support Services Schedule 2.1(a) Owned Tangible Personal Property Schedule 2.1(b) Contracts Schedule 2.1(c) Intellectual Property Schedule 2.1(d) Approvals Schedule 2.2(c) Excluded Assets Schedule 2.7 Allocation of Purchase Price Schedule 3.1(a) Foreign Jurisdictions Schedule 3.1(b) Subsidiaries Schedule 3.3 No Restrictions on Sale of the Assets Schedule 3.4 Financial Statements Schedule 3.5 Operation of the Product Line Since Balance Sheet Date Schedule 3.6(a) Liens Schedule 3.6(b) Licenses Schedule 3.6(c) Liens at Closing Schedule 3.7 No Litigation Schedule 3.8 Taxes Schedule 3.9(a) Employee Benefit Matters Schedule 3.10(a) Government Approvals Schedule 3.10(b) Transfer of the Approvals Schedule 3.11(a) Assumed Contracts Schedule 3.11(b) Contract Consents Schedule 3.12(a) Labor Agreements Schedule 3.12(b) Employee Obligations Schedule 3.12(e) Current Employees Schedule 3.13(a) Principal Customers Schedule 3.13(b) Principal Suppliers Schedule 3.13(c) Customer/Supplier Claims Schedule 3.15 Product Warranties Schedule 3.16(a) Title to Intellectual Property Schedule 3.16(d) Licensing Arrangements Schedule 3.16(g) Restrictions on Use of Names and Marks Schedule 3.17 Operation of Product Line Schedule 3.19 Insurance Schedule 3.22 Transactions with Affiliates Schedule 3.23(b) Liquidation and Winding-Up; Fair Consideration Schedule 3.24 Shipment of Inventory Schedule 3.25 Capitalization of Seller Schedule 4.5 Restrictions Against Purchase of Assets Schedule 6.10(a) Employees to be Hired by Purchaser Schedule 11.1 List of Programs