8un81 0cwi mle-tl moptk~t · if by virtue of this amendment you desire to change an offer already...

14
1. COTATiCD AE O AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT I BPANO 1. CONRACTIDCODE PAGE OF 1 of 14 2. AMENDMENTMODIFICATION NO. 3. EFFECTIVE DATE 4. REOUISITION/PURCHASE REO. NO. 5. PROJECT NO.(If applicel) M005 See Block 16c 38-07-738-M005 Dte 09/13/2011 6. ISSUED BY CODE 3100 7. ADMINISTERED BY (If other than Item ) CODE 13100 U.S. Nuclear Regulatory Commission U.S. Nuclear Regulatory Commission Div. of Contracts Div. of Contracts Attn: Carol Greenwood: 301-492-3694 Mail Stop: TWB-01-BlOM mail Stop: TWB-O1-BIOM Washington, DC 20555 Washington, DC 20555 a. NAME AND ADDRESS OF CONTRACTOR (No.. atreet. county, Stale and ZIP Code) (X) 9A AMENDMENT OF SOLICITATION NO. NEWSGATOR TECHNOLOGIES, INC. 9B. DATED (SEE ITEM 11) 950 17TH ST STE 2500 10A. MODIFICATION OF CONTRACT/ORDER NO. GS35F0139N DR-38-07-738 DENVER CO 802024123 1OB. DATED (SEE ITEM 13) COPE 1FACILITY CODE X 0924-2007 11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS D The above numbered Solicitation is amended as set forth in Item 14. The hour and date specified for receipt of Offers Dis extended, W--isnotextende Offers must acknowledge receipt of this amendment prior to the hour and date specified In the solicitation or as amended, by one of the following methods: (a) By completing Items 8 and 15. and returnlng_ copies of the amendment; (b) By acknowledging receipt of this amendment on each copy o1 the offer submitted; or (c) By separate letter or telegram which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR AC- KNOWLEDGMENT TO BE RECEIVED AT THEý PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified. 12. ACCOUNTING AND APPROPRIATION DATA (If required) N/A DUNS: 144265217 NAICS Code: 511210 13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTSIORDERS, IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14. (X) A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authorily) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A. B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office. appropriation date. etc.) X SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b). C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF: D. OTHER (Specify type of modification and authority) E. IMPORTANT: Contractor E is not, Dl is required to sign this document and return _... copies to the Issuing office. 14. DESCRIPTION OF AMENDMENTIMODIFICATION (Organized bIy UCF section headings, including soicitationrcotmrct asubleo malterwhere leas/i~e.) The purpose of this modification is to recognize the Novation Agreement executed by the General Services Administrat:n (GSA) against GSA Schedule Contracts GS-35F-0133U and GS-35F-0139N as listed in Exhibit A. The Novation Agreement legally recognizes NewsGator Technologies, Inc. as the successor in interest to Tomoye Corporation in accordance wit) the requirements of'FAR Subpart 42.12. As a result of this Novation Agreement, NRC's Delivery Order is hereby modified: I) Delete in its entirety the contents in Block 17a of SF1449 and replace it with the contents located in Block 8 of this modification. Please see the attached modification processed by GSA. The DUNS Code is changed to: 144265217. This modification applies to previous modification M004 dated 09/02/2011 All other terms and conditions remain in effect and the same. Except as provided herein, all terms and conditions of lhe document referenced in Item 9A or I1A. as heretofore changed, remalnr unchanged and in lull force and effect. 15A. NAME AND TITLE OF SIGNER (Type or plinl) 16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print) Michael A. Turner Contracting Officer 155. CONTRACTOR/OFFEROR z5C. DATE SIGNED 16B. UNITED OFERI Ec _ _ _ _ _ _ _ _ _ _ _ _ BY __ _ _ _ _ (Signature 0f person authorized to sign) 61Se~ue Colllracting Oficer NSN 7540-o1-152.8070 PREVIOUS EDITION NOT USABLE Moptk~t - AN STANDARD FORM 30 (REV. 10-83) Prescribed by GSA - FAR (48 CrR) 53.24 8UN81 u 0CWi MLE-TL NV~IZl FEW~~~u~ - 4V 121

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Page 1: 8UN81 0CWi MLE-TL Moptk~t · If by virtue of this amendment you desire to change an offer already submitted, such change may be made ... IT ACQUISITION CENTER G3A/FAS CONT MGMT DIV

1. COTATiCD AE O

AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT I BPANO 1. CONRACTIDCODE PAGE OF1 of 14

2. AMENDMENTMODIFICATION NO. 3. EFFECTIVE DATE 4. REOUISITION/PURCHASE REO. NO. 5. PROJECT NO.(If applicel)

M005 See Block 16c 38-07-738-M005Dte 09/13/2011

6. ISSUED BY CODE 3100 7. ADMINISTERED BY (If other than Item ) CODE 13100U.S. Nuclear Regulatory Commission U.S. Nuclear Regulatory CommissionDiv. of Contracts Div. of ContractsAttn: Carol Greenwood: 301-492-3694 Mail Stop: TWB-01-BlOMmail Stop: TWB-O1-BIOMWashington, DC 20555 Washington, DC 20555

a. NAME AND ADDRESS OF CONTRACTOR (No.. atreet. county, Stale and ZIP Code) (X) 9A AMENDMENT OF SOLICITATION NO.

NEWSGATOR TECHNOLOGIES, INC.9B. DATED (SEE ITEM 11)

950 17TH ST STE 2500 10A. MODIFICATION OF CONTRACT/ORDER NO.GS35F0139N DR-38-07-738

DENVER CO 802024123

1OB. DATED (SEE ITEM 13)

COPE 1FACILITY CODE X 0924-2007

11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS

D The above numbered Solicitation is amended as set forth in Item 14. The hour and date specified for receipt of Offers Dis extended, W--isnotextende

Offers must acknowledge receipt of this amendment prior to the hour and date specified In the solicitation or as amended, by one of the following methods:

(a) By completing Items 8 and 15. and returnlng_ copies of the amendment; (b) By acknowledging receipt of this amendment on each copy o1 theoffer submitted; or (c) By separate letter or telegram which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR AC-KNOWLEDGMENT TO BE RECEIVED AT THEý PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAYRESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be madeby telegram or letter, provided each telegram or letter makes reference to the solicitation and this amendment, and is received prior to the opening hourand date specified.

12. ACCOUNTING AND APPROPRIATION DATA (If required) N/ADUNS: 144265217NAICS Code: 511210

13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTSIORDERS,IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14.

(X) A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authorily) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A.

B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office. appropriation date. etc.)

X SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b).

C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:

D. OTHER (Specify type of modification and authority)

E. IMPORTANT: Contractor E is not, Dl is required to sign this document and return _... copies to the Issuing office.

14. DESCRIPTION OF AMENDMENTIMODIFICATION (Organized bIy UCF section headings, including soicitationrcotmrct asubleo malterwhere leas/i~e.)

The purpose of this modification is to recognize the Novation Agreement executed by the General Services Administrat:n(GSA) against GSA Schedule Contracts GS-35F-0133U and GS-35F-0139N as listed in Exhibit A. The Novation Agreementlegally recognizes NewsGator Technologies, Inc. as the successor in interest to Tomoye Corporation in accordance wit)the requirements of'FAR Subpart 42.12.

As a result of this Novation Agreement, NRC's Delivery Order is hereby modified:I) Delete in its entirety the contents in Block 17a of SF1449 and replace it with the contents located in Block 8 ofthis modification. Please see the attached modification processed by GSA. The DUNS Code is changed to: 144265217.This modification applies to previous modification M004 dated 09/02/2011All other terms and conditions remain in effect and the same.

Except as provided herein, all terms and conditions of lhe document referenced in Item 9A or I1A. as heretofore changed, remalnr unchanged and in lull force and effect.

15A. NAME AND TITLE OF SIGNER (Type or plinl) 16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)

Michael A. TurnerContracting Officer

155. CONTRACTOR/OFFEROR z5C. DATE SIGNED 16B. UNITED OFERI Ec

_ _ _ _ _ _ _ _ _ _ _ _ BY __ _ _ _ _(Signature 0f person authorized to sign) 61Se~ue Colllracting Oficer

NSN 7540-o1-152.8070PREVIOUS EDITION NOT USABLE

Moptk~t - AN

STANDARD FORM 30 (REV. 10-83)Prescribed by GSA - FAR (48 CrR) 53.24

8UN81 u 0CWi MLE-TL NV~IZlFEW~~~u~

-4V 121

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AMENDMENT OF SOLICITATIONIMODIFICATION OF CONTRACT I RACT ID Cooe PAGE OF PAGeS

122. AMNUMENT/MOODIICATION NO. I. EFPirCTv OATS 4. REQWt1TV.,PuRHA6IE REQ, NO. 5. PnoJcr No. (IF APLCABUU)PA-0007 01-06-2011 070

, issued By d"odo 7. ADMINISTEtED BY (if other than item 0) Code

IT ACQUISITION CENTER G3A/FAS CONT MGMT DIV (2FOC-1)2200 CRYSTAL DR.,CP 4 10 CAUSEWAY ST

ARLINGTON, VA 22202 BOSTON MA 02222 617.65•.7000

5. Name and Address of Contractor (No., *Sreet. County. Slate'and ZIP Code (x) 9A. Auw~•mEN'roFSOUc4TATIONNo.-

NEWSOATOR TECHNOLOGIES, INC. SO. DATEO(SEE hr 11)950 17TH ST STE 2500

I0M MOIcAwI . •o c.mar/0o No.DENVER, CO 802024123 X GS-35F-0133U

101. DATOD (See ITEm 13)

CODE FACILUTY( ODE 0id Dac 10, 2007

11. THIS ITEM ONLY APPUES TO AMENDMENTS OF SOULCITATIONSIflUV eUvW1 iwFnUi N 8suau OfWO S*ruu Sat lUilf In RAW" 1% iOU endu date soU WCju r receipt ofI CTXI4 s nlotexnd.

offer L setnojOftae mult acknowledge receipt of this amendment prior to the hour and date specified In the solicitation or as amended, by one of the following methods:(a) By c•mpletng Items and 15, and returning copies of the amerdment. (b) By aclnowledging recelpt of thi amendment on each copy of th offer subintte, or(c) By separate letter or "e~gnm which Includes a reterence to the soilcitatIon d and fKmeant nunbers. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE RECEIVEDAT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. IN byvirtue of this amendment you desire to change an offer already subritted, such change may be made by telegram or letter. provided each telegram or letter makes referenceto *Iha soillctaaton and this enukndnt, and is received odoer to the oacenln hour and date anadfied.

12. ACCOUNTING AND APPROPRIATION DATA (if required)

13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS,IT MODIFIES THE CONTRACTIORDER NO. AS DESCRIBED IN ITEM 14.

11 A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify aulhority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDERNO. IN ITEM 10k

F "B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TD REFLECTTHE ADMINISTRATIE CHANGES (such as ca In paykn ofce, aPprtaton

dae, Mw,) 6ET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF :

[F C. THIS SUPPLEMENTAL AGR.EMT I1SENTE ED INTO PURSUAN TO AUThRr'?OF:

=X 0. OTHER (Specify type of modllfoton and author"ty)FAR Part 52.212-4(c) Changes

E. IMPORTANT: Contractor F-1 Is not, El Is required to sign this document and return copies to the Issuing office.14. DESCRPTIONOF Q OMIIAION (Organized by UCF Section headIngs, Including solldta•o•doontrat aubject matter where fsible.)

The above number contract is modified as follows:

Changed DUNS Number from 200598279 tO 144265217 due to a change of company's name. Thecontract value remains unchanged.

Except as provided herein, al terms and conditions of the document referenced in item M or 10A, as heretofore changed, remains uncanged and In full force and effectI $A. NAME AND TITLE OF SIGNER (Type or print) 181A NAME AND TITLE OF CONTRACTING OFFICER (Type or print

BRENDA B. SAJOUS, CONTRACTING OFFICER

158. CONTRACTORIOFFUROR 15C. DATE SIGNED 18B. UI TAT / . 1S . DTRECSIGNED

(Signature of person authorized to sign) T r F coo

NSN 7540-014152-8070 015SAQ FR30(E.1 3PREVIOUS EDITION UNUSABLE / Pres(48d by 5 .4.

FAR (48 CFR) 53.243

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SF-30 Modification PA-0007 of Contract GS-35F-0133U

The following Special Item Numbers are affected by this modification:

132-33, 132-34, 132-50 and 132-52

The Subject contract is hereby modified as follows:

a) [ ] Item Addition(s)I New ProductsN) ew Manufacturer(s)

b) [ Item Deletions: Equipment no longer in production butavailable for purchase until full inventory is exhausted.

c) [ I Price Reductions(s)Permanent through end of contract periodTemporary from

d) [ ] Economic Price Adjustmente) [ X I Other Changes(s) :ADMINISTRATIVE CHANGE - CHANGED DUNC DUNS NUMER DUE TO

NOVATION AND NAME CHANGE.

NEWSGATOR TECHNOLOGIES, INC. shall include the above changes as a supplemental pricelistand distribute it to the Government agencies which received the basic pricelist. Three (3)copies of the priceliat should be furnished to the Contracting Officer within fifteen (15)days from receipt of this document. Two (2) copies should be forwarded to the followingaddress:

General Services AdministrationNational Customer Service Center (6FR)1500 E. Bannister Road, Bldg. #4Kansas City, MO 64131 - 3009

NEWSGATOR TECHNOLOGIES, INC. shall upload all applicable changes to the GSA advantage! assoon as possible, but not later than 5 calendar days from the receipt of this document.

NEWSGATOR TECHNOLOGIES, INC. shall submit within 10 calendar days from the receipt of thisdocument, a notification to the Contracting Officer of the date which all applicablechanges were uploaded to the GSA Advantagel.

Additional comnments and/or provisions;

All other terms and conditions remain the same.

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AMENDMENT OF SOUCITATIONIMODIFICATION OF CONTRACT t CoIhACT 10oo 1914 " ,oPASES•I I1 1 12

2.A ENV#IENT/MODIF 0NNO. 3-FECTIvEDATE 4. REIurn*W/PmURSE Rw. NO. 5. PROJaNO. (IF APIUCAOL.)

PA-0006 01-05-2011 0705. holeSy "code '7. ADMINSTERED BY (VW tar emw 6) Code

IT ACQUISITION CENTER GSAJFAS CON" MGMT ON (2FQC-1)2200 CRYSTAL DR.,C? 4 IOCAUSEWAYST

ARLINGTON, VA 22202 BOVON MAO= 617-565-7600

S. Nard ;Q Addm, of Cona .,or (ft .so",,ruy, Stas and'P Code Ag M O SOUWAYM No. -

TOMOYE CORPORATION 96. DATMo(SEEMIt) 11

86 PROM DU PORTAGE I i'A. r1CAPE0iWKi of Co,,TRAOXImER No.

GATINEAU, QC J8X 2KI X GS-35F-0133UIon. DATW (a "iW13)

cooe UN c co DEC 10, 200711. THIS ITEM ONLY APPUES TO AMENDMENTS OF SOLCITATIONS

Lioots Li snO sffing satcnwledge or 410190E Ensadma prior to the hour and Wel spedled In Urn bciceMM oras anieroda, by orw off Wi olw&*qmdad

(alSyniIS0g 1M 8an 1. ad efn~g wplaif theI`V nerdmmnt (b) Byaolnowiedgn- rulpl of bthi uun~wndnl an e~achWp offte offwsubKnWl or(C) By eparmewadtrm -1 whkgynedli kxikeS8w*9vSI1St i OcIUf i fIW1c leib FAILURE OF YOUR ACICNOWL NEDtT TO BE RIFCENEDAT THE RlACE OESIGNA1h FOR THE RECEIPTr OF OFFER PRIOR TO THE HOUIR AND DATE SPECIFIED MAY RESULT IN REAECTION OF YOUR OFFER V byvlflu of 10 amenuIsatr youihli do" IDhauipe anl ihed~ subowid, suok Chang mw be nudet by tWlpMM or WW3m. provied sech bt.*mn or WWm wax* rrnno

12. AC-COUTING AND AUPPROPNRIAI OATA l(Vasmqsu)

13. THIS ITEM APPLIES ONLY TO MOOIFICAr1ONS OF GOMMT I"TSORDIVI,IT MDKIFIES THE CONTRACTIORDIER NO. AS DECRIGBED IN ITEM 14.

(I A. THIS CHANG ORDER IS ISSUED PURSUANT•TO: (Spoc6V VA1'rt THE CHNES9 W FORIfo N rV'u 14 ARE MADE IN THE COWNTFACT OstoElNO. IN rITEM 10oA.

TF7 B. THE AMOW NUM -ED CONTRACTIOIWXE IS MOoIFIo REc'rCT WE ,oMWOM rIAG (suhr dw'w in om aj;appopamurigmdft, eof.) SET FORTH IN ITVA 14, PURSUANT TO THE AUTHORITY OF:

C c. ThIS UPLAWENTALAGREEMTSEEMDIWNTOPUKRANT TOAVJTHRMO-:

XIT 0. ONICR (8faedbV typ of nmWllbwa and 0WRtOdyNovation and Change Of Name Agreement FAR 42.12

The above number contrct Is modified.. folows:The above contract under FSC Group 70, Information Technology Multiple Award Schedule, ishereby modified to find it legally sufficient to recognized NewsGator Technologies, Inc.as the successor in interest to Tomoye Corporation in accordance with the requirements ofFAR Subpart 42.12. Therefore the name is being changed from Tomoye Corporation toNewaGator TechnologieS, Inc, 950 17th Street, Suite 2500, Denver, CO 80202, telephonenumber (303-552-3900 and fax number 303-552-3901. All other discounts terms andconditions remain unchanged.

E~e* -paIde bswn a bmu W.d WV ugt OFCNOM Ofe d1OMMInete mfmnced Wa NA of ..i Walo cnged, wal I~~gd ind WI 511 Arid effet.15A. NAME ANDTTIIE OF SIGNER (rype o pr•Int) " A. NAME AND TITLE OF CONTRACTINGOFFICER (Type or prInt)

BRENDA B. S OUS, CONTRACTI OFFICER

158.CO " 150. OATESI lea1" , am

NSN r,4-o'0n•.eo',6 .. ... 0610'5 1VTWANDAR FORA' X (R'V. 1..4PREVIOUS EDITION UNUSABLE

FAR (48 CPR) •3.243

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.;b-30 Modification PA-0006 of Contract GS-35F-0133U

The followinq Special Item Numbers are aefected by this modification:

032-33, 132-34, 132-52 and 132-50

The Subject contract is hereby modified as follows:

a) ( Item Addition(s)New Products

I New Manufacturer(s)b) [ ) Item Deletions: Equipment no longer in production but

available for purchase until full inventory is exhausted.c) ( ]Price Reductlons(s)

I Permanent throuqh end of contract periodI Temporary from

d) ] Economic Price Adjustmente) EX I Other Changes(e):See Block #14 on page 1.

The above modification is in accordance with the attached letter fromTOMOYE CORPORATION Dated Nov 02, 2010.

TOMOYE CORPORATION shall include the above changes as a supplemental pricelist anddistribute it to the Government agencies which received the basic pricelist. Three (3)copies of the pricelist should be furnished to the Contracting Officer within fifteen (15)days from receipt of this document. Two (2) copies should be forwarded to the followingaddress:

General Services AdministrationNational Customer Service Center (6FR)1500 E. Bannister Road, Bldg. #4Kansas City, MO 64131 - 3009

TOMOYE CORPORATION shall upload all applicable changes to the GSA advantagel as soon aspossible, but not later than 5 calendar days from the receipt of this document.

TOMOYE CORPORATION shall submit within 10 calendar days from the receipt of this document,a notification to the Contracting Officer of the date which all applicable changes wereuploaded to the GSA Advantage!.

Additional comments and/or provisions;

All other terms and conditions remain the same.

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EXHIBIT A

Novation Agreement

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NOVATION AGREEMENT

TOMOYE CORPORATION (Transferor), a corporation duly organized and existing under the lawsof Canada with its principal office In Gatineau, the Province of Quebec, Canada: NEWSGATORTECHNOLOGIES, INC. (Transferee), a corporation duly organized and existing under the laws of theState of Delaware with Its principal office In Denver, Colorado; and the UNITED STATES OF AMERICA(Government) enter into this Agreement as of March 5, 2010.

(a) THE PARTIES AGREE TO THE FOLLOWING FACTS:

(1) The Government, represented by various Contracting Officers of the Federal AcquisitionServices, the U.S. Army and the other government entitles set forth on 'Exhibit A,' has entered Into certaincontracts with the Transferor, as shown In the attached list marked 'Exhibit A' and Incorporated In thisAgreement by reference. The term the contracts, as used In this Agreement means the above contractsand purchase orders and all other contracts and purchase orders, including all modifications, madebetween the Government and the Transferor before the effective date of this Agreement (whether or notperformance and payment have been completed and releases executed if the Government or theTransferor has any remaining rights, duties, or obligations under these contracts and purchase orders).Included in the term the contracts are also all modifications made under the terms and conditions of thesecontracts and purchase orders between the Government and the Transferee, on or alter the effective dateof this Agreement.

(2) As of January 19, 2010, the Transferor has transferred to the Transferee and its wholly ownedsubsidiary, NewsGator Technologies Canada, Inc. (Subsidiary), all the assets of the Transferor by virtueof an Asset Purchase Agreement, the Bill of Sale and Assignment and the Assumption Agreementbetween the Transferor, the Transferee and the other parties thereto.

(3) The Transferee and Subsidiary acquired all the assets of the Transferor by virtue of the abovetransfer.

(4) The Transferee has assumed all obligations and liabilities of the Transferor under thecontracts by virtue of the above transfer.

(5) The Transferee Is in a position to fully perform all obligations that may exist under thecontracts.

(6) It is consistent with the Government's Interest to recognize the Transferee as the successorparty to the contracts.

(7) Evidence of the above transfer has been filed with the Government.

(b) IN CONSIDERATION OF THESE FACTS, THE PARTIES AGREE THAT BY THIS AGREEMENT-

(1) The Transferor confirms the transfer to the Transferee, and waives any claims and rightsagainst the Government that it now has or may have In the future In connection with the contracts.

(2) The Transferee agrees to be bound by and to perform each contract In accordance with theconditions contained In the contracts. The Transferee also assumes all obligations and liabilities of, andall claims against, the Transferor under the contracts as If the Transferee were the original party to thecontracts.

(3) The Trensferee ratifies all previous actions taken by the Transferor with respect to thecontracts, with the same force and effect as if the action had been taken by the Transferee.

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(4) The Government recognizes the Transferee as the Transferaors sucoessor in interest in and tothe contracts. The Transferee by this Agreement becomes entitled to all rights, titles, and interests of theTransferor In and to the contracts as if the Transferee were the original party to the contracts. Followingthe effective date of this Agreement, the term Contractor, as used In the contracts, shall refer to theTransferee.

(5) Except as expressly provided In this Agreement, nothing In it shall be construed as a waiver ofany rights of the Government against the Transferor.

(6) All payments and reimbursements previously made by the Government to the Transferor, andall other previous actions taken by the Government under the contracts, shall be considered. to havedischarged those parts of the Government's obligations under the contracts. All payments andreimbursements made by the Government after the date of this Agreement in the name of or to theTransferor shall have the same force and effect as if made to the Transferee, and shall constitute acomplete discharge of the Government's obligations under the contracts, to the extent of the amountspaid or reimbursed.

(7) The Transferor and the Transferee agree that the Government is not obligated to pay orreimburse either of them for, or otherwise give effect to. any costs, taxes, or other expenses, or anyrelated increases, directly or indirectly arising out of or resulting from the transfer or this Agreement, otherthan those that the Government in the absence of this transfer or Agreement would have been obligatedto pay or reimburse under the terms of the contracts.

(8) The Transferor guarantees payment of all liabilities and the performance of all obligations thatthe Transferee (i) assumes under this Agreement or (0i) may undertake in the future should thesecontracts be modifled under their terms and conditions. The Transferor waives notice of, and consents to,any such future modifications.

(9) The contracts shall remain In full force and effect, except as modified by this Agreement.

[Signature Page Follows]

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Tofdo't! OOWORATION,

NMMMATOR7EQ4iNOOGIWA WNO,

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EXHIBn" A

SEE ATTACHED

333220

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Fedeal Novatlon Procosee

nbactlng Party Name of Contract

iadron SolicitatlonrContraelt

aadron.axwee Aiforce Base(Alr University)

iadronjUaxvwll Airforce Solicantoe/Contractl

U3s Arnyi Quotation CC051113-2

al Staff Colaege Soiciation/Conbact/

Jniversity (US Army Contracting SollcllationlContracti

Caiatract Name of tanfractino

Jnlversity (US Army Contractng Solfclta onlContractl

University (US Army Contracting Amendment of

Invoice 920075886 for

ipport Actlvity (DoD) Solalltionnontractf

Contact Dae Comct Number PIO or Cuote or? Type Ofcer Address of Contracting Of

14-Mar.09 GS-35F-,133U order f&330009f0039 fixed price Donald R. Perkins 42nd Contrracting Squadron Attn: L50 Lemay Plaza South Bldg 804Maxwel AF AL 36112-941

October 30, 2009 GS-35F.0133U order fa330010f 020 fixed price Sandra K.Tumer 42nd ContrTacting Squadron Attn: L50 Luay Plaza South Bldg I04Maxwel AFB AL 36112-45W

S-Sep-09 GS-35F.0133U orderfa33M00029 fixed pricaCherriA. Duval 42nd Centracting Squadron50 Lemay Plaza South Bldg 14Maxwell AF1 AL 36112-646

September 2S,2006 GS-3WF4-139N ordertM063bn4452 fixed priceTJ Hewitt Sg* Signal BMBldg. 800, Door 13Fort Pichardsor AK 990

6-May403 GS-35F-0139H DAB60103F0454 fixed priceTonya Lovelace Directorate of Conbacting00 Thomas Ave Fort Leavenworth

660W4417

9-Jul-07 W91QVI-07--0218 fixed pricaJill Garcia US Army Contracling AgencyCapital District Conbacting Center9410 Jackson Loop Suits 101Fort Belvoir VA 2206041134

15-Jun-10 GS-35F-0133U W0IQVI-07-P-0141 fixedprdceStaphanieW.Chariot US Army Contracting AgencyCapital District Contracting Center9410 Jackson Loop Suite 101Fort BSlvoir VA 220604134

20-May-09 W91QVI-07-P-0218 ndmant, no need to cot fixed price Jil Garcia US Army Contracting AgencyCapital Distrlct Centracting Center9410 Jackson Loop Suits 101Fort Belvoir VA 220604134

31-Oct-06 'S-38F-0139N order Ka330006fa234 fixed priceCarma Rocholl DISA DECC Ogden?873 Wardleigh Road, Bldg. 801HMI AFB. UT 84056-50.

7-Sep48 HY0127-06-.M.0SO fixed price Larry Wood Defense Programs Support ActIvft717 .Troy Hlll Drive Ekridge MD 21,

15-Aug-06 GS-35F0139N order gst0900acS403 fixed priceCurtis E. Glover, Sr. GSA iT Acquision Services Center1800 K Street, NWRoom 2024 Washington, CC 20405

9-Jan-09 amendment no need to coefixed prke Phylls D. Lyles GSA NCR Region 300 7th Slret, SVRoom 6109 Washington, DC 20407

29-Aug-OS GS-35F0139N order gstI06act4S fixed priceSherman E. Farm. GSA IT Acquisition Service. Center1800 F Street. NW Room 2024,Washlnuton, DC 20405

31-Jul-a.0 OS-35F0133U orderfa3011909f200 fixd price Unda A. Johmsen AETC12 CONSILGCB-FA3069 395 B StreeRandolph AF TX 78150-48•2

l7 .Sep-O9 GS-35F0133U order w91qf409f0121 fixed prce Leo Burrs MICC DOC Fort Leavenworth$00 Thomas Ave Unit 3 Room 254Fort Leavneworth KS 66027-1417

174ep-09 GS-.D0133U Jar v01qf409f0l2lP00(fixed price Jennifer Jordon MICC DOC Fort Leavenworth600 Thomas Ave Unit 3 Room 264Fort Leavneworth KS 68027-1417

GS-36F0139U order w9137b051006 fixed price Jill Garcia US Army Contracting J $

-F3D (Randolph AFP)

"Wom (acRR)

nwofth (SCKS)

OdS ii~ Cn11imarcal items

Order for Supplies

Amendment of

Order for Supplies or

Order for Commercial

Order for Supply or

Order for Supply or

1-May-05

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Capital DW•rIct Contracting Center9410 Jackson Loop Suits 101Fort Belvoir VA 2206-.8134

rt Washington) Order for Supplies or 20-Oct403 GS-3SF-Ot39N order gst0303ds070 fixed price Christopher Anderson NSWCDD. Code XDW, bldg 18217230 Dalgren RoadDalgren., VA 22448

zence Order for Supplies 16-Apr.03 GS-3IF-139N Order N0001503f1409 fixed price Patty L Mason Ofce of Naval Intsuegance4281 Suitland Road

a Military Academy Solcitblifon ConntracV 6-Feb-O3

s Mlitary Academy

s Military Academy

a Wililar Acsdwnys Milftry Academy

gineers

ý* (FISC Norlik Detachment)

)ry Commission

)ry Commission

ry Commission

SonciltatlonlConftact

Amendment of

Memorandum forAmendment of

SonlcitationlConblact

Order for Supplies or

Amendment of

Order for Supplies or

Soiciltation/ContracUt

17-De00-

4Feb4-

26-Jan4922-ep-0S

12-Jul-04

28-Mar-03

24-Sep-OS

27-May-OS

23-Sep-09

GS-35P-0139N order daBj4503fOCB4 fixed price Paftcla N. Campbell

w9lind09p0061 fixed price Patricia N. Campbell

amendment no need to rar•fixd price Patrý H. Campbell

attached to contract no need ta fixed iricew911sd09p0061 fixed price Patricia N. Campbell

GS-38F-0139N wg12hq04f00gO fixed price Chester Walker

GS-35F-0139N order n0060003f1258 fixed price Roscoe Crawford

amendment to cont-act no need fixed price Monique B. Williams

GS.36F-O139N order dr3803377 fixed price Monique B. Williams

GS-35F`0413.N order MRCDR3809747 fixed priceMonique B. Williams

Washington, DC 20395ACA United States Miltary Academ.Dir. Of Contacting SFCA-NR-WP681 Hardee Place West Point NY 1VACA Untled Stftes Mn1ltary AcadenwDir. Of Contracting SFCA-NR-WP681 Hardee Place West Point NY 10!ACA United Stte WMtry AcadeiwDir. Of Contracting SFCA-NR-WP681 Hardee Place West Point NY W.

USACA United States Mmil-ary Acd&Dir. Of Contracting SFCA-NR-WP681 Hardee Place West Point NY I&USACE. Humphreys Engr Support (7701 Telegraph RoadAlexandria, VA 22315t3600FISC Norfolk DetachmentWashington Suite 400 1014 N StreetWashMngto Navy Yard DC 20374-CU.S. Nuclear Regulatory CommismcDIv. of Contracts Mail Stop: TW4-01Washington, DC 20555U.S. Nuclear Regulatory Conm'issicDiv. of Contracts Mail Stop. T-74-2Washington, DC 20555US. Nuclear Regulatory CommieicDiv. of Contracts Mall Stop: TWB.1Washin2tong, DC 20655

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CERTIFICATE

I, Bernard Dufresne, certify that I am a director of TOMOYE CORPORATION; that Eric Sauve, who.igned this Agreement for this corporation, was then Chief Executive Officer of this corporation; and thatthis Agreement was duly signed for and on behalf of this corporation by authority of its governing bodyand within the scope of its corporate powers.

Witness my hanr". end the seal oftIs corporation this day of November 2010.By_ • • t( .+;'f" " !• .

/

.1 I 120 vŽ:I.(

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CERTIFICATE

I, Greg Reinacker. certify that I am the Secretary of NEWVSGATOR TECHNOLOGIES, INC. that J.B.Hetston, who signed this Agreement for Ibis corporation, was then President and Chief Executive Officerof this corporation; and that this Agreement was duly signed for and on behalf of this corporation byauthority of its governing body and within the scope of its corporate powers.

Witness my hand and the seal of this corporation this - day of November 2010

By