Common use of Absence of Certain Changes and Events Clause in Contracts

Absence of Certain Changes and Events. Except as otherwise contemplated by this Agreement or as set forth on Section 4.07 of the Sellers Disclosure Schedule, since March 31, 2012: (a) the Business has been conducted in the ordinary course, substantially in the manner that such Business was heretofore conducted and in material compliance with applicable Law; (b) no circumstance, condition, event or change has occurred that has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (c) none of the Constitutional Documents of any member of the Company Group has been amended; (d) the Company Group has not (i) hired or terminated any employee, consultant or manager (other than any such hire or termination that occurred prior to the date of this Agreement); (ii) increased or established, or committed to increase or establish, whether orally or in writing, any form of compensation or benefits payable or to become payable by the Company Group to its officers, directors, consultants, employees or other service providers, including, without limitation, pursuant to any Employee Plan; (iii) adopted, entered into, established, amended, modified, or terminated any Employee Plan (other than any such adoption, entrance into, establishment, amendment, modification or termination that occurred prior to the date of this Agreement); (iv) accelerated the vesting or payment of any compensation or benefits under any Employee Plan (other than as required under any Employee Plan pursuant to terms of such Employee Plan in existence as of the date hereof); or (v) granted any cash bonus, incentive, performance or other incentive compensation; (e) the Company Group has not taken any action which could reasonably be expected to cause, or fail to take any reasonable action to prevent, any change in employee relations which has or is reasonably likely to have a material effect on the productivity, the financial condition, results of operations of the Company Group or the relationships between the employees of the Company Group and the management of the Company Group; (f) there has not been any change by the Company Group in accounting methods, principles or practices; (g) there has not been any issuance, transfer, sale, Encumbrance, redemption, repurchase or gift of any Common Stock, Preferred Stock or other Capital Stock of the Company Group or of any phantom stock, option, security convertible into or right to purchase any such Common Stock, Preferred Stock or other Capital Stock; (h) there has not been any dividend or distribution by the Company Group (whether in cash, equity interests or other property); (i) the Company Group has not made any acquisition, transfer, disposition or sale of, or licensed, sub-licensed, abandoned, failed to maintain or permitted to lapse, any material asset of the Company Group other than in the ordinary course of business consistent with past practices of the Company Group; (j) the Company Group has not (i) acquired by merger or consolidation with, or purchased substantially all of the equity interests or assets of, any business or Person, (ii) made any investment in the securities (including debt instruments) of any Person or (iii) merged or consolidated with any Person; (k) other than the Encumbrances listed on Section 4.15(a) of the Sellers Disclosure Schedule, the Company Group has not mortgaged, granted a security interest in, pledged or subjected to Encumbrance (other than Permitted Encumbrances) any assets of the Company Group; (l) the Company Group has not (i) incurred or assumed any indebtedness for borrowed money other than advances drawn by the Company Group in the ordinary course of its business from its lines of credit and credit facilities existing on the date of this Agreement, or (ii) made any loans or advances to any Person; (m) the Company Group has not created any Subsidiary; (n) the Company Group has not instituted, settled or agreed to settle any Proceedings; (o) the Company Group has not made any commitment for any capital expenditure in excess of Two Hundred Thousand Dollars ($200,000) in the aggregate; (p) other than any Material Contracts entered into prior to the date of this Agreement, the Company Group has not entered into any Material Contract other than those entered into in the ordinary course of business consistent with past practices of the Company Group, and the Company Group has not amended, modified, renewed or terminated any Material Contract (other than any such amendment, modification, renewal or termination that occurred prior to the date of this Agreement); (q) the Company Group has not renewed or entered into any non-compete, exclusivity, non-solicitation or other agreement that restricts or limits, in any material respect, the operations of the Company Group (or Buyer or any of its Affiliates) after consummation of the Closing; (r) the Company Group has not disclosed any trade secrets or other proprietary and confidential information to any Person that is not subject to a written confidentiality and non-disclosure agreement; (s) with respect to the Company Group, there has been no new, change in or revocation of any Tax election; settlement or compromise of any claim, notice, audit report or assessment in respect of Taxes; change in any annual Tax accounting period, adoption or change in any method of Tax accounting; filing of any amended Tax Return; entrance into any tax allocation agreement, tax sharing agreement, tax indemnity agreement or closing agreement relating to any Tax; surrender of any right to claim a material Tax refund; or consent to any extension or waiver of the statute of limitations period applicable to any Tax claim or assessment; (t) the Company Group has operated, maintained, insured, repaired and otherwise preserved the Real Property substantially in accordance with past practice of the Company Group, and performed all obligations of the Company Group as tenant under the Real Property Leases; and (u) the Company Group has not authorized, agreed or entered into any Contract or commitment to take any of the types of action described in subsections (a) through (u) above.

Absence of Certain Changes and Events. Except as otherwise contemplated by this Agreement or Since the Balance Sheet Date, (a) Company has conducted its business in the ordinary and usual course consistent with past practice, (b) except as set forth on Section 4.07 3.7 of the Sellers Company Disclosure Schedule, since March 31, 2012: neither Company nor the Bank has taken or allowed to occur any of the actions described in Section 5.2 and (a) the Business has been conducted in the ordinary course, substantially in the manner that such Business was heretofore conducted and in material compliance with applicable Law; (bc) no circumstance, condition, event or change has occurred that has had or would reasonably be expected to havecircumstance arisen that, individually or taken together with all other facts, circumstances and events (described in the aggregate, a Material Adverse Effect; (c) none of the Constitutional Documents of any member of the Company Group has been amended; (d) the Company Group has not (i) hired or terminated any employee, consultant or manager (other than any such hire or termination that occurred prior to the date paragraph of this AgreementSection 3.7 or otherwise); (ii) increased or established, or committed to increase or establish, whether orally or in writing, any form of compensation or benefits payable or to become payable by the Company Group to its officers, directors, consultants, employees or other service providers, including, without limitation, pursuant to any Employee Plan; (iii) adopted, entered into, established, amended, modified, or terminated any Employee Plan (other than any such adoption, entrance into, establishment, amendment, modification or termination that occurred prior to the date of this Agreement); (iv) accelerated the vesting or payment of any compensation or benefits under any Employee Plan (other than as required under any Employee Plan pursuant to terms of such Employee Plan in existence as of the date hereof); or (v) granted any cash bonus, incentive, performance or other incentive compensation; (e) the Company Group has not taken any action which could reasonably be expected to cause, or fail to take any reasonable action to prevent, any change in employee relations which has had or is reasonably likely to have a Material Adverse Effect with respect to Company. As used in this Agreement, the term “Material Adverse Effect” means with respect to any party, a material adverse effect on the productivity, (i) the financial condition, results of operations or business of the Company Group such party and its subsidiaries taken as a whole or the relationships between the employees of the Company Group and the management of the Company Group; (f) there has not been any change by the Company Group in accounting methods, principles or practices; (g) there has not been any issuance, transfer, sale, Encumbrance, redemption, repurchase or gift of any Common Stock, Preferred Stock or other Capital Stock of the Company Group or of any phantom stock, option, security convertible into or right to purchase any such Common Stock, Preferred Stock or other Capital Stock; (h) there has not been any dividend or distribution by the Company Group (whether in cash, equity interests or other property); (i) the Company Group has not made any acquisition, transfer, disposition or sale of, or licensed, sub-licensed, abandoned, failed to maintain or permitted to lapse, any material asset of the Company Group other than in the ordinary course of business consistent with past practices of the Company Group; (j) the Company Group has not (i) acquired by merger or consolidation with, or purchased substantially all of the equity interests or assets of, any business or Person, (ii) made the ability of such party to timely consummate the transactions contemplated by this Agreement; provided, however, that, with respect to clause (i), a “Material Adverse Effect” shall not be deemed to include the impact of (A) changes in banking and similar laws of general applicability or interpretations thereof by any investment foreign, federal or state banking, other regulatory, self-regulatory or enforcement authorities or any courts, administrative agencies, or commissions or other governmental authorities or instrumentalities (each, a “Governmental Entity”), (B) changes after the date hereof in applicable GAAP or regulatory accounting requirements applicable to banks and their holding companies generally, (C) changes in general economic conditions affecting banks and their holding companies generally, (D) any outbreak or escalation of hostilities, declared or undeclared acts of war or terrorism, (E) with respect to Company, the securities (including debt instruments) effects of any Person action or omission taken with the prior consent of Purchaser or as otherwise required by this Agreement, (iiiF) merged any change, circumstance, development, condition or consolidated with any Person; (k) other than occurrence resulting from the Encumbrances listed on Section 4.15(a) announcement of the Sellers Disclosure Schedule, the Company Group has not mortgaged, granted a security interest in, pledged or subjected to Encumbrance (other than Permitted Encumbrances) any assets of the Company Group; (l) the Company Group has not (i) incurred or assumed any indebtedness for borrowed money other than advances drawn transactions contemplated by the Company Group in the ordinary course of its business from its lines of credit and credit facilities existing on the date of this Agreement, or (iiG) made any loans or advances direct effects of this Agreement on the operating performance of such party, including reasonable expenses incurred by such party in consummating the transactions contemplated by this Agreement; provided that the effect of such changes described in clauses (A), (B), (C), and (D) shall not be excluded as a Material Adverse Effect to any Person; (m) the Company Group has not created any Subsidiary; (n) the Company Group has not institutedextent of a materially disproportionate impact, settled or agreed if any, they have on such party and its subsidiaries, taken as a whole, as compared to settle any Proceedings; (o) the Company Group has not made any commitment for any capital expenditure in excess of Two Hundred Thousand Dollars ($200,000) other companies in the aggregate; (p) other than any Material Contracts entered into prior to the date of this Agreement, the Company Group has not entered into any Material Contract other than those entered into industry in the ordinary course of business consistent with past practices of the Company Group, which such party and the Company Group has not amended, modified, renewed or terminated any Material Contract (other than any such amendment, modification, renewal or termination that occurred prior to the date of this Agreement); (q) the Company Group has not renewed or entered into any non-compete, exclusivity, non-solicitation or other agreement that restricts or limits, in any material respect, the operations of the Company Group (or Buyer or any of its Affiliates) after consummation of the Closing; (r) the Company Group has not disclosed any trade secrets or other proprietary and confidential information to any Person that is not subject to a written confidentiality and non-disclosure agreement; (s) with respect to the Company Group, there has been no new, change in or revocation of any Tax election; settlement or compromise of any claim, notice, audit report or assessment in respect of Taxes; change in any annual Tax accounting period, adoption or change in any method of Tax accounting; filing of any amended Tax Return; entrance into any tax allocation agreement, tax sharing agreement, tax indemnity agreement or closing agreement relating to any Tax; surrender of any right to claim a material Tax refund; or consent to any extension or waiver of the statute of limitations period applicable to any Tax claim or assessment; (t) the Company Group has operated, maintained, insured, repaired and otherwise preserved the Real Property substantially in accordance with past practice of the Company Group, and performed all obligations of the Company Group as tenant under the Real Property Leases; and (u) the Company Group has not authorized, agreed or entered into any Contract or commitment to take any of the types of action described in subsections (a) through (u) abovesubsidiaries operate.

Absence of Certain Changes and Events. Except as otherwise contemplated by this Agreement or Since July 31, 2007, except as set forth on Section 4.07 of in the Sellers Company Disclosure ScheduleLetter, the Company and the Subsidiary have conducted their business in the ordinary course thereof consistent with past practice. Except as set forth in the Company Disclosure Letter, since March July 31, 20122007, with respect to the Company or the Subsidiary, as the case may be, there has not been any: (a) the Business has been conducted change in the ordinary coursebusiness, substantially in assets, liabilities (absolute, accrued, contingent or otherwise), reserves, working capital, prospects, results of operations or financial condition of the manner business of the Company or the Subsidiary, or any event, condition or contingency (either individually or taken together) that such Business was heretofore conducted and in material compliance with applicable Law; (b) no circumstanceconstitutes, condition, event or change has occurred that has had or would could reasonably be expected to have, individually or in the aggregateconstitute, a Material Adverse Effect; (b) (A) incurrence, payment or discharge of any liability or obligation (absolute, accrued, contingent or otherwise), (B) sale or transfer of any property, or (C) acquisition or sale, lease, grant of interest in, or other disposition of, any assets or businesses, in each of clauses (A), (B) and (C), other than in the ordinary course of business, consistent with past practice and the terms and conditions of this Agreement and of the same character, type and magnitude as in the past; (c) none guarantee or any other assumption of the Constitutional Documents Indebtedness or other obligations of any member of the Company Group has been amendedPerson; (d) settlement or compromise of any Action if the Company Group has amount of such settlement will not (i) hired or terminated any employee, consultant or manager (other than any such hire or termination that occurred be paid in full prior to the date of this Agreement); Closing or which settlement or compromise involved equitable or injunctive relief (iiincluding specific performance) increased or established, or committed to increase or establish, whether orally or in writing, any form of compensation or benefits payable or to become payable by which will affect the Company Group to its officers, directors, consultants, employees or other service providers, including, without limitation, pursuant to any Employee Plan; (iii) adopted, entered into, established, amended, modified, or terminated any Employee Plan (other than any such adoption, entrance into, establishment, amendment, modification or termination that occurred prior to the date of this Agreement); (iv) accelerated Subsidiary after the vesting or payment of any compensation or benefits under any Employee Plan (other than as required under any Employee Plan pursuant to terms of such Employee Plan in existence as of the date hereof); or (v) granted any cash bonus, incentive, performance or other incentive compensationClosing; (e) the Company Group has not taken any action which could reasonably be expected to cause, or fail to take any reasonable action to prevent, any change in employee relations which has or is reasonably likely to have a material effect on the productivity, the financial condition, results of operations instance of the Company Group or the relationships between the employees Subsidiary permitting or allowing any of the Company Group and the management of the Company Grouptheir respective properties or assets (real, personal or mixed, tangible or intangible) to be subjected to any Lien (other than a Permitted Lien); (f) there has not been Tax election or change in a Tax election or the filing for any change by the Company Group in of any method of accounting methods, principles or practiceswith any relevant Governmental Authority; (g) there has not been change in any issuance, transfer, sale, Encumbrance, redemption, repurchase or gift method of any Common Stock, Preferred Stock or other Capital Stock accounting applied in the preparation of the Company Group Fiscal 2005 and 2006 Audited Financial Statements, other than a change which is required by reason of a concurrent change in Law or of any phantom stock, option, security convertible into or right to purchase any such Common Stock, Preferred Stock or other Capital StockGAAP; (h) there has not been any dividend or distribution by the Company Group (whether in cash, equity interests or other property); (i) increase in the Company Group has not made compensation or fringe benefits of any acquisitionpresent or former director, transfer, disposition officer or sale of, or licensed, sub-licensed, abandoned, failed to maintain or permitted to lapse, any material asset employee of the Company Group other than or the Subsidiary (except for increases in salary or wages in the ordinary course of business consistent with past practices practice), (ii) grant of any severance or termination pay to any present or former director, officer or employee of the Company Groupor the Subsidiary, (iii) loan or advance of money or other property by the Company or the Subsidiary to any of their present or former directors, officers or employees or (iv) establishment, adoption, entrance into, amendment or termination of any Company Plan; (i) change, termination or modification of any Material Contract; (j) issuance or sale by the Company Group has not (i) acquired by merger or consolidation withthe Subsidiary of any capital stock of the Company or the Subsidiary, or purchased substantially all of the equity interests any security convertible into or assets ofexchangeable for, or any right exercisable to acquire, any business or Person, (ii) made any investment in the securities (including debt instruments) shares of any Person or (iii) merged or consolidated with any Personsuch capital stock; (k) other than declaration, distribution or the Encumbrances listed on Section 4.15(a) setting aside for distribution of the Sellers Disclosure Scheduleany property (including cash), or directly or indirectly, the Company Group has not mortgagedredemption, granted a security interest in, pledged purchase or subjected to Encumbrance (other than Permitted Encumbrances) acquisition of any assets shares of the Company Groupcapital stock; (l) amendment, termination or waiver of any rights of material value to the Company Group has not (i) incurred or assumed any indebtedness for borrowed money other than advances drawn by the Company Group in the ordinary course of its business from its lines of credit and credit facilities existing on the date of this Agreement, or (ii) made any loans or advances to any PersonSubsidiary; (m) the Company Group has any material loss, damage or destruction, whether or not created any Subsidiarycovered by insurance; (n) material increase in the Company Group has not instituted, settled Company’s or agreed to settle any Proceedingsthe Subsidiary’s reserves for contingent liabilities; (o) the Company Group has not made any commitment for Accounts Receivable or any capital expenditure portion thereof written off as uncollectible in excess of Two Hundred Thousand Dollars (amounts exceeding $200,000) 50,000 in each instance or $150,000 in the aggregate; (p) other than (i) disposal or lapse of any Material Contracts entered into prior rights to the date ownership or use of this AgreementCompany Intellectual Property, the Company Group has not entered into or (ii) disclosure to any Material Contract other than those entered into in the ordinary course of business consistent with past practices of the Company Group, and the Company Group has not amended, modified, renewed or terminated any Material Contract Person (other than representatives of Parent or the Company) of any such amendmenttrade secret, modificationformula, renewal process, know-how or termination that occurred prior to the date other Company Intellectual Property not theretofore a matter of this Agreement)public knowledge; (q) making of any single capital expenditure or commitment in excess of $50,000 for additions to property, plant, equipment or intangible capital assets or the Company Group has not renewed making of aggregate capital expenditures and commitments in excess of $150,000 or entered into any non-competeadditions to property, exclusivityplant, non-solicitation equipment or other agreement that restricts or limits, in any material respect, the operations of the Company Group (or Buyer or any of its Affiliates) after consummation of the Closingintangible capital assets; (r) making of any forward purchase commitment in excess of the requirements of the Company Group has not disclosed any trade secrets and the Subsidiary or other proprietary and confidential information to any Person that is not subject to a written confidentiality and non-disclosure agreement;at prices higher than the current market prices; or (s) with respect to the Company Group, there has been no new, change in or revocation of any Tax election; settlement or compromise of any claim, notice, audit report or assessment in respect of Taxes; change in any annual Tax accounting period, adoption or change in any method of Tax accounting; filing of any amended Tax Return; entrance into any tax allocation agreement, tax sharing agreementwhether in writing or otherwise, tax indemnity agreement or closing agreement relating to any Tax; surrender of any right to claim a material Tax refund; or consent to any extension or waiver of the statute of limitations period applicable to any Tax claim or assessment; (t) the Company Group has operated, maintained, insured, repaired and otherwise preserved the Real Property substantially in accordance with past practice of the Company Group, and performed all obligations of the Company Group as tenant under the Real Property Leases; and (u) the Company Group has not authorized, agreed or entered into any Contract or commitment to take any of the types of action described in subsections (a) through (u) abovethis Section 4.18.

Absence of Certain Changes and Events. Except Other than as otherwise a result of the transactions contemplated by this Agreement or as set forth on Section 4.07 of the Sellers Disclosure ScheduleAgreement, since March December 31, 20121996, there has not been: (a) the Business has been conducted Any material adverse change in the ordinary coursefinancial condition, substantially in operations, assets, liabilities or business of NOI and the manner that such Business was heretofore conducted and in material compliance with applicable LawNOI Subsidiaries, taken as a whole; (b) no circumstanceAny material damage, conditiondestruction, event or change has occurred that has had loss to the business or would reasonably be expected to haveproperties of NOI and the NOI Subsidiaries, individually or in the aggregatetaken as a whole, a Material Adverse Effectnot covered by insurance; (c) none Any declaration, setting aside or payment of any dividend or other distribution in respect of the Constitutional Documents capital stock of NOI, or any direct or indirect redemption, purchase or any other acquisition by NOI of any member of the Company Group has been amendedsuch stock; (d) Any change in the Company Group has not (i) hired or terminated any employee, consultant or manager (other than any such hire or termination that occurred prior to the date of this Agreement); (ii) increased or established, or committed to increase or establish, whether orally capital stock or in writing, any form the number of compensation shares or benefits payable classes of NOI's authorized or to become payable by the Company Group to its officers, directors, consultants, employees or other service providers, including, without limitation, pursuant to any Employee Plan; (iii) adopted, entered into, established, amended, modified, or terminated any Employee Plan (other than any such adoption, entrance into, establishment, amendment, modification or termination that occurred prior to the date of this Agreement); (iv) accelerated the vesting or payment of any compensation or benefits under any Employee Plan outstanding capital stock as described in Section 3.4 (other than as required a result of exercises of options to purchase NOI Common Stock and issuances under any Employee Plan pursuant to terms NOI's value appreciation plans of such Employee Plan in existence shares of NOI Common Stock outstanding as of the date hereofDecember 31, 1996); or (v) granted any cash bonus, incentive, performance or other incentive compensation; (e) the Company Group has not taken any action which could reasonably be expected to cause, Any material labor dispute or fail to take any reasonable action to preventcharge of unfair labor practice (other than routine individual grievances), any change in employee relations which has activity or is reasonably likely proceeding by a labor union or, to have a material effect on the productivityknowledge of NOI, the financial condition, results of operations of the Company Group or the relationships between the by representative thereof to organize any employees of the Company Group and the management of the Company GroupNOI or any NOI Subsidiary or any campaign being conducted to solicit authorization from employees to be represented by such labor union; (f) there has not been Any other event or condition known to NOI particularly pertaining to and adversely affecting the operations, assets or business of NOI or any change by of the Company Group in accounting methods, principles NOI Subsidiaries (other than events or practices;conditions which are of a general or industry-wide nature and of general public knowledge) which would constitute a Material Adverse Effect on NOI; or (g) there Any material cancellation of backlog that has not been any issuance, transfer, sale, Encumbrance, redemption, repurchase or gift of any Common Stock, Preferred Stock or other Capital Stock of the Company Group or of any phantom stock, option, security convertible into or right to purchase any such Common Stock, Preferred Stock or other Capital Stock; (h) there has not been any dividend or distribution replaced by the Company Group (whether in cash, equity interests or other property); (i) the Company Group has not made any acquisition, transfer, disposition or sale of, or licensed, sub-licensed, abandoned, failed to maintain or permitted to lapse, any material asset of the Company Group other than in the ordinary course of business consistent with past practices of the Company Group; (j) the Company Group has not (i) acquired by merger or consolidation with, or purchased substantially all of the equity interests or assets of, any business or Person, (ii) made any investment in the securities (including debt instruments) of any Person or (iii) merged or consolidated with any Person; (k) other than the Encumbrances listed on Section 4.15(a) of the Sellers Disclosure Schedule, the Company Group has not mortgaged, granted a security interest in, pledged or subjected to Encumbrance (other than Permitted Encumbrances) any assets of the Company Group; (l) the Company Group has not (i) incurred or assumed any indebtedness for borrowed money other than advances drawn by the Company Group in the ordinary course of its business from its lines of credit and credit facilities existing on the date of this Agreement, or (ii) made any loans or advances to any Person; (m) the Company Group has not created any Subsidiary; (n) the Company Group has not instituted, settled or agreed to settle any Proceedings; (o) the Company Group has not made any commitment for any capital expenditure in excess of Two Hundred Thousand Dollars ($200,000) in the aggregate; (p) other than any Material Contracts entered into prior to the date of this Agreement, the Company Group has not entered into any Material Contract other than those entered into in the ordinary course of business consistent with past practices of the Company Group, and the Company Group has not amended, modified, renewed or terminated any Material Contract (other than any such amendment, modification, renewal or termination that occurred prior to the date of this Agreement); (q) the Company Group has not renewed or entered into any non-compete, exclusivity, non-solicitation or other agreement that restricts or limits, in any material respect, the operations of the Company Group (or Buyer or any of its Affiliates) after consummation of the Closing; (r) the Company Group has not disclosed any trade secrets or other proprietary and confidential information to any Person that is not subject to a written confidentiality and non-disclosure agreement; (s) with respect to the Company Group, there has been no new, change in or revocation of any Tax election; settlement or compromise of any claim, notice, audit report or assessment in respect of Taxes; change in any annual Tax accounting period, adoption or change in any method of Tax accounting; filing of any amended Tax Return; entrance into any tax allocation agreement, tax sharing agreement, tax indemnity agreement or closing agreement relating to any Tax; surrender of any right to claim a material Tax refund; or consent to any extension or waiver of the statute of limitations period applicable to any Tax claim or assessment; (t) the Company Group has operated, maintained, insured, repaired and otherwise preserved the Real Property substantially in accordance with past practice of the Company Group, and performed all obligations of the Company Group as tenant under the Real Property Leases; and (u) the Company Group has not authorized, agreed or entered into any Contract or commitment to take any of the types of action described in subsections (a) through (u) abovenew orders.

Absence of Certain Changes and Events. Except as otherwise contemplated by this Agreement or Since March 31, 2011, the Company and each Company Subsidiary has conducted its business in the ordinary course consistent with past practices, and, except as set forth on Section 4.07 of the Sellers Disclosure ScheduleSchedule 4.19 or as required, since March 31as contemplated by or in accordance with this Agreement, 2012there has not been: (a) the Business has been conducted in the ordinary course, substantially in the manner that such Business was heretofore conducted and in material compliance with applicable Law; (b) no circumstance, condition, event or change has occurred that has had or would reasonably be expected to have, individually or in the aggregate, a any Material Adverse Effect; (cb) none of the Constitutional Documents any issuance or grant of any member equity securities or any subscriptions, warrants, options or other agreements or rights of any kind whatsoever to purchase or otherwise receive or be issued any equity securities or any securities or obligations of any kind convertible into, or exercisable or exchangeable for, any equity securities of the Company Group has been amendedor any of the Company Subsidiaries; (c) any recapitalization, reclassification, split or like change in the capitalization of the Company or any Company Subsidiary; (d) any amendment of the organizational documents of the Company Group has not (i) hired or terminated any employeeCompany Subsidiary, consultant or manager (other than any such hire or termination that occurred prior to including the date of this Agreement); (ii) increased or established, or committed to increase or establish, whether orally or in writing, any form of compensation or benefits payable or to become payable by the Company Group to its officers, directors, consultants, employees or other service providers, including, without limitation, pursuant to any Employee Plan; (iii) adopted, entered into, established, amended, modified, or terminated any Employee Plan (other than any such adoption, entrance into, establishment, amendment, modification or termination that occurred prior to the date of this Agreement); (iv) accelerated the vesting or payment of any compensation or benefits under any Employee Plan (other than as required under any Employee Plan pursuant to terms of such Employee Plan in existence as of the date hereof); or (v) granted any cash bonus, incentive, performance or other incentive compensationconstitution and bylaws; (e) an increase in the Company Group has not taken any action which could reasonably be expected to cause, or fail to take any reasonable action to prevent, any change in employee relations which has or is reasonably likely to have a material effect on the productivity, the financial condition, results compensation of operations officers and directors of the Company Group or the relationships between the employees of the any Company Group and the management of the Company Group; (f) there has not been any change by the Company Group in accounting methodsSubsidiary, principles or practices; (g) there has not been any issuance, transfer, sale, Encumbrance, redemption, repurchase or gift of any Common Stock, Preferred Stock or other Capital Stock of the Company Group or of any phantom stock, option, security convertible into or right to purchase any such Common Stock, Preferred Stock or other Capital Stock; (h) there has not been any dividend or distribution by the Company Group (whether in cash, equity interests or other property); (i) the Company Group has not made any acquisition, transfer, disposition or sale of, or licensed, sub-licensed, abandoned, failed to maintain or permitted to lapse, any material asset of the Company Group other than except in the ordinary course of business consistent with past practices of the Company Group; (j) the Company Group has not (i) acquired or as required by merger or consolidation with, or purchased substantially all of the equity interests or assets of, any business or Person, (ii) made any investment in the securities (including debt instruments) of any Person or (iii) merged or consolidated with any Person; (k) other than the Encumbrances listed on Section 4.15(a) of the Sellers Disclosure Schedule, the Company Group has not mortgaged, granted a security interest in, pledged or subjected to Encumbrance (other than Permitted Encumbrances) any assets of the Company Group; (l) the Company Group has not (i) incurred or assumed any indebtedness for borrowed money other than advances drawn by the Company Group in the ordinary course of its business from its lines of credit and credit facilities Contract existing on the date of this Agreement, or (ii) made any loans or advances grant of any extraordinary bonus to any Personemployee, director or consultant of the Company or any Company Subsidiary, except for bonuses that are disclosed to the Buyer and consented to by the Buyer which were made prior to the Closing Date and which have been accounted for in determining the Net Working Capital; (mf) the creation of any Lien over the assets of the Company Group has not created or any SubsidiaryCompany Subsidiary other than Permitted Liens; (ng) sale, assignment, transfer, conveyance, lease or other disposition of any of the properties or assets of the Company Group has not instituted, settled or agreed to settle any ProceedingsCompany Subsidiary except in the ordinary course of business; (oh) the acquisition of any properties or assets or the entering into commitments for capital expenditures of the Company Group has or any Company Subsidiary except those that do not made any commitment exceed A$25,000 for any capital expenditure in excess of Two Hundred Thousand Dollars ($200,000) individual acquisition or commitment and A$50,000 for all acquisitions and commitments in the aggregate; (pi) other than any Material Contracts entered into prior except for transfers of cash pursuant to the date of this Agreement, the Company Group has not entered into any Material Contract other than those entered into normal cash management practices in the ordinary course of business consistent business, payments of wages, salaries, superannuation contributions and expense reimbursements to employees, payments of amounts due to Securityholders in connection with past practices of the Company Group, and the Company Group has not amended, modified, renewed or terminated any Material Contract (other than any such amendment, modification, renewal or termination that occurred prior to arrangements in effect as at the date of this AgreementAgreement (and disclosed in Section 4.19(i) of Schedule 4.19) for the provision of the bank guarantees set forth in Section 8.3(b), payment of interest due on Convertible Notes issued by the Company in 2010 and the incurring of Indebtedness permitted under Section 4.19(n), any investments in or loans to, or payment of any fees or expenses to, or the entering into or modification of any contract with, the Securityholders or any of their respective Affiliates; (j) the entering into or commencement of any Contract which materially restricts the ability of the Company or any Company Subsidiary to compete with, or conduct, any business or line of business in any geographic area; (k) any making, revoking or changing any material Tax election or settling or compromise any material Tax Liability; (l) any making of any payments outside the ordinary course of business for purposes of settling any dispute; (m) any entering into any transaction with any stockholder, officer, director, employee or any Affiliate or family member of such Person other than a transaction constituting the incurring of Indebtedness permitted by Section 4.19(n); (n) any incurring of any Indebtedness by the Company or a Company Subsidiary other than Securityholder Loans which do not require the approval of the Buyer under Section 2.4(b); (o) any termination of any Material Contract or waiver, release or assignment any rights or claims under any Material Contract; (p) failure to file any Tax Return when due or failure to cause each such Tax Return when filed to be true, complete and correct in all material respects or fail to pay any Taxes when due; (q) the Company Group hiring of any new employee not disclosed in Schedule 4.16 (other than to replace on substantially similar terms, including as to remuneration and benefits, a person who has not renewed or entered into any non-compete, exclusivity, non-solicitation or other agreement that restricts or limits, in any material respect, the operations ceased to be an employee of the Company Group (or Buyer or any of its Affiliates) after consummation of the ClosingCompany Subsidiary); (r) the Company Group has not disclosed any trade secrets change to its accounting methods, principles, policies, procedures or other proprietary and confidential information to any Person that is not subject to a written confidentiality and non-disclosure agreementpractices; (s) any write off as uncollectible, or establishment of any extraordinary reserve with respect to to, any account receivable or other Indebtedness except as set forth in the Company Group, there has been no new, change in or revocation of any Tax election; settlement or compromise of any claim, notice, audit report or assessment in respect of Taxes; change in any annual Tax accounting period, adoption or change in any method of Tax accounting; filing of any amended Tax Return; entrance into any tax allocation agreement, tax sharing agreement, tax indemnity agreement or closing agreement relating to any Tax; surrender of any right to claim a material Tax refund; or consent to any extension or waiver of the statute of limitations period applicable to any Tax claim or assessmentFinancial Statements; (t) commencement or settlement of any Proceeding, other than a Proceeding in which Buyer or Parent are directly adverse to the Company Group has operated, maintained, insured, repaired and otherwise preserved the Real Property substantially in accordance with past practice of the Company Group, and performed all obligations of the Company Group as tenant under the Real Property LeasesCompany; andor (u) the Company Group has not authorizedany agreement, agreed or entered into any Contract undertaking or commitment (whether written or otherwise) to take do any of the types of action described in subsections (a) through (u) aboveforegoing.

Absence of Certain Changes and Events. Except as otherwise contemplated by this Agreement or as set forth disclosed on Section 4.07 Schedule 2.20, the business of the Sellers Disclosure ScheduleCompany Parties has been operated only in the ordinary course and in a manner consistent with past practice, and without limiting the foregoing, since March 31, 2012the Current Financial Statement Date: (a) the Business no Company Party has been conducted incurred any material obligation or liability except for trade obligations incurred in the ordinary course, substantially in the manner that such Business was heretofore conducted and in material compliance course of business consistent with applicable Lawpast practice; (b) no circumstancecasualty, condition, event loss or change damage in excess of Twenty-Five Thousand U.S. Dollars ($25,000) in the aggregate has occurred that has had with respect to any of the Company Parties’ assets, whether or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effectnot covered by insurance; (c) none no Company Party has sold, transferred or otherwise disposed of any of its properties or assets or any interest therein, or agreed to do any of the Constitutional Documents foregoing, except for sales of any member inventory in the ordinary course of business consistent with past practice and the Company Group has been amendeddisposition of unused or worn out Equipment; (d) the no Company Group Party has not (i) hired or terminated written off as uncollectible any employee, consultant or manager (other than any such hire or termination that occurred prior to the date of this Agreement); (ii) increased or establishedaccounts receivable, or committed to increase or establish, whether orally or in writing, any form of compensation or benefits payable or to become payable by written down the Company Group to its officers, directors, consultants, employees or other service providers, including, without limitation, pursuant to any Employee Plan; (iii) adopted, entered into, established, amended, modified, or terminated any Employee Plan (other than any such adoption, entrance into, establishment, amendment, modification or termination that occurred prior to the date of this Agreement); (iv) accelerated the vesting or payment value of any compensation or benefits under any Employee Plan (other than as required under any Employee Plan pursuant to terms of such Employee Plan its assets, except in existence as each case in the ordinary course of the date hereof); or (v) granted any cash bonus, incentive, performance or other incentive compensationbusiness and consistent with past practice; (e) the no Company Group Party has not taken waived or released any action which could reasonably be expected of its rights with respect to cause, its material business or fail assets or permitted any of such rights to take any reasonable action to prevent, any change in employee relations which has or is reasonably likely to have a material effect on the productivity, the financial condition, results of operations of the Company Group or the relationships between the employees of the Company Group and the management of the Company Grouplapse; (f) there no Company Party has not been any change by deferred or delayed the Company Group in accounting methods, principles or practices; (g) there has not been any issuance, transfer, sale, Encumbrance, redemption, repurchase or gift making of any Common Stockpurchases to be made in the ordinary course of business or accelerated the collection, Preferred Stock billing, recognition or other Capital Stock of the Company Group or realization of any phantom stock, option, security convertible into or right to purchase any such Common Stock, Preferred Stock or other Capital Stock; (h) there has not been any dividend or distribution by the Company Group (whether in cash, equity interests or other property); (i) the Company Group has not made any acquisition, transfer, disposition or sale of, or licensed, sub-licensed, abandoned, failed to maintain or permitted to lapse, any material asset of the Company Group accounts receivable other than in the ordinary course of business consistent with past practices practice; (g) no executive officer or other key employee of any Company Party has left his or her employment with such Company Party; (h) no Company Party has granted, or is committed to grant, any salary, bonus or wage increases to any of its employees, or made or granted any increase in any employee benefit plan or arrangement, or amended or terminated any existing employee benefit plan or arrangement or adopted any new employee benefit plan or arrangement; (i) the Company GroupParties have not collected any accounts receivable, or paid any accounts payable, other than in the ordinary course of business; (j) the Company Group has Parties have not (i) acquired by merger or consolidation withmade, or purchased substantially all of the equity interests or assets ofcommitted to make, any business or Person, (ii) made any investment in the securities (including debt instruments) of any Person or (iii) merged or consolidated with any Person; (k) other than the Encumbrances listed on Section 4.15(a) of the Sellers Disclosure Schedule, the Company Group has not mortgaged, granted a security interest in, pledged or subjected to Encumbrance (other than Permitted Encumbrances) any assets of the Company Group; (l) the Company Group has not (i) incurred or assumed any indebtedness for borrowed money other than advances drawn by the Company Group in the ordinary course of its business from its lines of credit and credit facilities existing on the date of this Agreement, or (ii) made any loans or advances to any Person; (m) the Company Group has not created any Subsidiary; (n) the Company Group has not instituted, settled or agreed to settle any Proceedings; (o) the Company Group has not made any commitment for any capital expenditure expenditures in excess of Two Hundred Fifty Thousand U.S. Dollars ($200,00050,000) in the aggregate; (pk) other than any Material Contracts entered into prior to the date of this Agreement, the no Company Group Party has not entered into any Material Contract other than those entered into in the ordinary course of business consistent with past practices of the Company Group, and the Company Group has not amended, modified, renewed or terminated any Material Contract (other than any such amendment, modification, renewal or termination that occurred prior to the date of this Agreement); (q) the Company Group has not renewed or entered into any non-compete, exclusivity, non-solicitation or other agreement that restricts or limits, in introduced any material respectchange with respect to its business, the operations of the Company Group (or Buyer or any of its Affiliates) after consummation of the Closing; (r) the Company Group has not disclosed any trade secrets or other proprietary and confidential information to any Person that is not subject to a written confidentiality and non-disclosure agreement; (s) including without limitation with respect to the Company Groupproducts or services it sells, there has been no newthe areas in which such products or services are sold, change in its methods of manufacturing or revocation distributing its products, the levels of any Tax election; settlement inventory that it maintains, its marketing techniques or compromise of any claim, notice, audit report or assessment in respect of Taxes; change in any annual Tax its accounting period, adoption or change in any method of Tax accounting; filing of any amended Tax Return; entrance into any tax allocation agreement, tax sharing agreement, tax indemnity agreement or closing agreement relating to any Tax; surrender of any right to claim a material Tax refund; or consent to any extension or waiver of the statute of limitations period applicable to any Tax claim or assessment; (t) the Company Group has operated, maintained, insured, repaired and otherwise preserved the Real Property substantially in accordance with past practice of the Company Group, and performed all obligations of the Company Group as tenant under the Real Property Leasesmethods; and (ul) no event has occurred and no condition exists which, individually or in the Company Group aggregate, has not authorizedhad, agreed or entered into any Contract or commitment would reasonably be expected to take any of the types of action described in subsections (a) through (u) abovehave, a Material Adverse Effect.

Absence of Certain Changes and Events. Except Since the Balance Sheet Date, except as otherwise contemplated by this Agreement herein, in the other Transaction Documents, in any Series A Financing Transaction Document or Series B Financing Transaction Document, or as set forth on Section 4.07 4.8 of the Sellers Disclosure ScheduleSchedules, since March 31, 2012the Company and its Subsidiaries have not: (a) to the Business has been conducted in Knowledge of the ordinary courseCompany, substantially in the manner that such Business was heretofore conducted and in material compliance with applicable Lawsuffered any Material Adverse Change; (b) no circumstancesuffered any damage, conditiondestruction or loss, event whether or change has occurred that has had or would reasonably be expected to havenot covered by insurance, individually or in the aggregate, a Material Adverse Effectan amount in excess of $100,000; (c) none of granted or agreed to make any increase in the Constitutional Documents of any member of the Company Group has been amended; (d) the Company Group has not (i) hired or terminated any employee, consultant or manager (other than any such hire or termination that occurred prior to the date of this Agreement); (ii) increased or established, or committed to increase or establish, whether orally or in writing, any form of compensation or benefits payable or to become payable by the Company Group or a Subsidiary to its officersany officer or employee, directorsexcept for normal raises for non-executive personnel made in the ordinary course of business that are usual and normal in amount; (d) declared, consultantsset aside or paid any dividend or made any other distribution on or in respect of the shares of capital stock of the Company or a Subsidiary, employees or declared or agreed to any direct or indirect redemption, retirement, purchase or other service providers, including, without limitation, pursuant to any Employee Plan; (iii) adopted, entered into, established, amended, modified, acquisition by the Company or terminated any Employee Plan (other than any such adoption, entrance into, establishment, amendment, modification or termination that occurred prior to the date of this Agreement); (iv) accelerated the vesting or payment of any compensation or benefits under any Employee Plan (other than as required under any Employee Plan pursuant to terms a Subsidiary of such Employee Plan in existence as of the date hereof); or (v) granted any cash bonus, incentive, performance or other incentive compensationshares; (e) the Company Group has not taken issued any action which could reasonably be expected to cause, or fail to take any reasonable action to prevent, any change in employee relations which has or is reasonably likely to have a material effect on the productivity, the financial condition, results shares of operations capital stock of the Company Group or a Subsidiary, or any warrants, rights or options thereof, or entered into any commitment relating to the relationships between the employees shares of capital stock of the Company Group and the management of the Company Groupor a Subsidiary; (f) there has not been adopted or proposed the adoption of any change by in the Company Group in accounting methods, principles Company’s Certificate of Incorporation or practicesBylaws; (g) there has not been made any issuancechange in the accounting methods or practices they follow, transferwhether for general financial or Tax purposes, saleor any change in depreciation or amortization policies or rates adopted therein, Encumbrance, redemption, repurchase or gift of any Common Stock, Preferred Stock or other Capital Stock of the Company Group or of any phantom stock, option, security convertible into or right to purchase any such Common Stock, Preferred Stock or other Capital StockTax election; (h) there has not been sold, leased, abandoned or otherwise disposed of any dividend real property or distribution by the Company Group (whether in cashany machinery, equity interests equipment or other property); (i) the Company Group has not made any acquisition, transfer, disposition or sale of, or licensed, sub-licensed, abandoned, failed to maintain or permitted to lapse, any material asset of the Company Group operating property other than in the ordinary course of business consistent with past practices their business; (i) sold, assigned, transferred, licensed or otherwise disposed of any Company Intellectual Property or interest thereunder or other intangible asset except in the Company Groupordinary course of their business; (j) the Company Group has not (i) acquired by merger or consolidation with, or purchased substantially all of the equity interests or assets of, been involved in any business or Person, (ii) made dispute involving any investment employee which would reasonably be expected to result in the securities (including debt instruments) of any Person or (iii) merged or consolidated with any Persona Material Adverse Change; (k) other than entered into, terminated or modified any employment, severance, termination or similar agreement or arrangement with, or granted any bonuses (or bonus opportunity) to, or otherwise increased the Encumbrances listed on Section 4.15(a) compensation of the Sellers Disclosure Schedule, the Company Group has not mortgaged, granted a security interest in, pledged any executive officer or subjected to Encumbrance (other than Permitted Encumbrances) any assets of the Company GroupKey Employee; (l) entered into any material commitment or transaction (including without limitation any borrowing or capital expenditure); (m) amended or modified, or waived any default under, any Material Contract; (n) to the Company Group has Knowledge of the Company, incurred any material liabilities, contingent or otherwise, either matured or unmatured (whether or not (i) required to be reflected in financial statements in accordance with GAAP, and whether due or to become due), except for accounts payable or accrued salaries that have been incurred or assumed any indebtedness for borrowed money other than advances drawn by the Company Group since the Balance Sheet Date, in the ordinary course of its business from its lines of credit and credit facilities existing on consistent with the date of this Agreement, or (ii) made any loans or advances to any Person; (m) the Company Group has not created any Subsidiary; (n) the Company Group has not instituted, settled or agreed to settle any ProceedingsCompany’s past practices; (o) the Company Group has not made permitted or allowed any commitment of their material property or assets to be subjected to any Lien, except for any capital expenditure in excess of Two Hundred Thousand Dollars ($200,000) in the aggregatePermitted Liens; (p) other than settled any Material Contracts entered into prior to the date of this Agreementclaim, the Company Group has not entered into any Material Contract other than those entered into in the ordinary course of business consistent with past practices of the Company Grouplitigation or action, and the Company Group has not amended, modified, renewed whether now pending or terminated any Material Contract (other than any such amendment, modification, renewal hereafter made or termination that occurred prior to the date of this Agreement)brought; (q) made any capital expenditure or commitment for additions to property, plant or equipment individually in excess of $100,000, or in the Company Group has not renewed or entered into any non-compete, exclusivity, non-solicitation or other agreement that restricts or limitsaggregate, in any material respect, the operations excess of the Company Group (or Buyer or any of its Affiliates) after consummation of the Closing$250,000; (r) paid, loaned or advanced any amount to, or sold, transferred or leased any properties or assets to, or entered into any agreement or arrangement with any of their Affiliates, officers, directors or stockholders or, to the Company Group has not disclosed Company's Knowledge, any trade secrets Affiliate or other proprietary and confidential information to associate of any Person that is not subject to a written confidentiality and non-disclosure agreementof the foregoing; (s) with respect made any amendment to, or terminated any agreement that, if not so amended or terminated, would be material to the Company Groupbusiness, there has been no newassets, change in liabilities, operations or revocation of any Tax election; settlement or compromise of any claim, notice, audit report or assessment in respect of Taxes; change in any annual Tax accounting period, adoption or change in any method of Tax accounting; filing of any amended Tax Return; entrance into any tax allocation agreement, tax sharing agreement, tax indemnity agreement or closing agreement relating to any Tax; surrender of any right to claim a material Tax refund; or consent to any extension or waiver financial performance of the statute of limitations period applicable to any Tax claim Company or assessmenta Subsidiary; (t) the Company Group has operatedcompromised or settled any claims relating to Taxes, maintainedany Tax audit or other Tax proceeding, insured, repaired and otherwise preserved the Real Property substantially in accordance with past practice of the Company Group, and performed all obligations of the Company Group as tenant under the Real Property Leases; andor filed any amended Tax Returns; (u) the Company Group has not authorizedmerged or consolidated with any other Person, agreed or acquired a material amount of assets of any other Person; (v) entered into any Contract or commitment agreement in contemplation of the transactions specified herein other than this Agreement and the other Transaction Documents; or (w) agreed to take any of the types of action described in subsections (a) through (u) abovethis Section 4.8 or which would reasonably be expected to otherwise constitute a breach of any of the representations or warranties contained in this Agreement or any other Transaction Documents.

Absence of Certain Changes and Events. Except as otherwise contemplated by this Agreement or as set forth on disclosed in Section 4.07 2.08 of the Sellers Disclosure ScheduleLetter, since March 31, 2012the Financial Statement Date: (a) the Business Seller has been conducted not incurred any material obligation or liability except for normal trade obligations incurred in the ordinary course, substantially in the manner that such Business was heretofore conducted and in material compliance with applicable Lawcourse of business; (b) no circumstancecasualty, condition, event loss or change damage has occurred that with respect to any of the Assets, whether or not covered by insurance; (c) Seller has had not sold, transferred, leased, licensed, pledged, mortgaged or would reasonably be expected otherwise disposed of any of its properties or assets or any interest therein, or agreed to havedo any of the foregoing; (d) Seller has not written off as uncollectible any of the Receivables, or written down the value of any of the Assets, except in each case in the ordinary course of business and at a rate no greater than during the 12-month period ending on the Financial Statement Date; (e) Seller has not waived or released any of its rights with respect to the Business or the Assets or permitted any of such rights to lapse; (f) no executive officer, employee or independent contractor of Seller has left, or to Seller Parties' knowledge intends to leave, his or her employment or service with Seller; (g) Seller has not granted, and is not committed to grant, any salary, wage or employee benefits increases to any of its employees or independent contractors; (h) Seller has not made, or committed to make, any capital expenditures; (i) Seller has not introduced any material change with respect to the Business, including without limitation with respect to the products or services it sells, the areas in which such products or services are sold, its methods of providing such products or services, its marketing techniques or its accounting methods; (j) there has been no payment, discharge or other satisfaction of any liabilities of Seller, whether direct or indirect, fixed or contingent or otherwise, other than the satisfaction, in the ordinary course of business, of liabilities reflected on the Current Financial Statements or incurred in the ordinary course of business since the Financial Statement Date; (k) no event has occurred and no condition exists which, individually or in the aggregate, has had, or is likely to have, a Material Adverse Effect;; and (cl) none of the Constitutional Documents of Seller Parties has entered into any member of the Company Group has been amended; agreement (din writing or otherwise) the Company Group has not (i) hired or terminated any employee, consultant or manager (other than any such hire or termination that occurred prior to the date of this Agreement); (ii) increased or established, or committed to increase or establish, whether orally or in writing, any form of compensation or benefits payable or to become payable by the Company Group to its officers, directors, consultants, employees or other service providers, including, without limitation, pursuant to any Employee Plan; (iii) adopted, entered into, established, amended, modified, or terminated any Employee Plan (other than any such adoption, entrance into, establishment, amendment, modification or termination that occurred prior to the date of this Agreement); (iv) accelerated the vesting or payment of any compensation or benefits under any Employee Plan (other than as required under any Employee Plan pursuant to terms of such Employee Plan in existence as of the date hereof); or (v) granted any cash bonus, incentive, performance or other incentive compensation; (e) the Company Group has not taken any action which could reasonably be expected to cause, or fail to take any reasonable action actions referred to prevent, any change in employee relations which has or is reasonably likely to have a material effect on the productivity, the financial condition, results of operations of the Company Group or the relationships between the employees of the Company Group and the management of the Company Group; (f) there has not been any change by the Company Group in accounting methods, principles or practices; (g) there has not been any issuance, transfer, sale, Encumbrance, redemption, repurchase or gift of any Common Stock, Preferred Stock or other Capital Stock of the Company Group or of any phantom stock, option, security convertible into or right to purchase any such Common Stock, Preferred Stock or other Capital Stock; (h) there has not been any dividend or distribution by the Company Group (whether in cash, equity interests or other property); (i) the Company Group has not made any acquisition, transfer, disposition or sale of, or licensed, sub-licensed, abandoned, failed to maintain or permitted to lapse, any material asset of the Company Group other than in the ordinary course of business consistent with past practices of the Company Group; (j) the Company Group has not (i) acquired by merger or consolidation with, or purchased substantially all of the equity interests or assets of, any business or Person, (ii) made any investment in the securities (including debt instruments) of any Person or (iii) merged or consolidated with any Person; (k) other than the Encumbrances listed on Section 4.15(a) of the Sellers Disclosure Schedule, the Company Group has not mortgaged, granted a security interest in, pledged or subjected to Encumbrance (other than Permitted Encumbrances) any assets of the Company Group; (l) the Company Group has not (i) incurred or assumed any indebtedness for borrowed money other than advances drawn by the Company Group in the ordinary course of its business from its lines of credit and credit facilities existing on the date of this Agreement, or (ii) made any loans or advances to any Person; (m) the Company Group has not created any Subsidiary; (n) the Company Group has not instituted, settled or agreed to settle any Proceedings; (o) the Company Group has not made any commitment for any capital expenditure in excess of Two Hundred Thousand Dollars ($200,000) in the aggregate; (p) other than any Material Contracts entered into prior to the date of this Agreement, the Company Group has not entered into any Material Contract other than those entered into in the ordinary course of business consistent with past practices of the Company Group, and the Company Group has not amended, modified, renewed or terminated any Material Contract (other than any such amendment, modification, renewal or termination that occurred prior to the date of this Agreement); (q) the Company Group has not renewed or entered into any non-compete, exclusivity, non-solicitation or other agreement that restricts or limits, in any material respect, the operations of the Company Group (or Buyer or any of its Affiliates) after consummation of the Closing; (r) the Company Group has not disclosed any trade secrets or other proprietary and confidential information to any Person that is not subject to a written confidentiality and non-disclosure agreement; (s) with respect to the Company Group, there has been no new, change in or revocation of any Tax election; settlement or compromise of any claim, notice, audit report or assessment in respect of Taxes; change in any annual Tax accounting period, adoption or change in any method of Tax accounting; filing of any amended Tax Return; entrance into any tax allocation agreement, tax sharing agreement, tax indemnity agreement or closing agreement relating to any Tax; surrender of any right to claim a material Tax refund; or consent to any extension or waiver of the statute of limitations period applicable to any Tax claim or assessment; (t) the Company Group has operated, maintained, insured, repaired and otherwise preserved the Real Property substantially in accordance with past practice of the Company Group, and performed all obligations of the Company Group as tenant under the Real Property Leases; and (u) the Company Group has not authorized, agreed or entered into any Contract or commitment to take any of the types of action described in subsections (a) through (uk) above.

Absence of Certain Changes and Events. Except as otherwise contemplated by this Agreement or as set forth on in Section 4.07 4.10 of the Sellers Disclosure Schedule, since March 31the date of the Balance Sheet, 2012(i) the Company has conducted its business only in the Ordinary Course of Business, (ii) there has not occurred any event, transaction, condition or change which (individually or in the aggregate with all other such events, transactions, conditions or changes) has had or could reasonably be expected to have a Material Adverse Change, and (iii) there has not been any: (a) the Business has been conducted change in, or issuance, sale, disposal, pledge, Encumbrance or transfer of any Membership Interests, other equity securities or other bonds or debt securities; grant of any option or right to purchase any units of membership interest in the ordinary course, substantially Company; issuance of any security convertible into or exchangeable for any unit of membership interest in the manner that such Business was heretofore conducted and Company; grant of any registration rights; or purchase, redemption, retirement, or other acquisition by the Company of any units of membership interests in material compliance with applicable Lawthe Company; (b) no circumstance, condition, event or change has occurred that has had or would reasonably be expected amendment to have, individually or in the aggregate, a Material Adverse EffectOrganizational Documents of the Company; (c) none acquisition (by merger, consolidation or acquisition of the Constitutional Documents of stock or assets) any member of the Company Group has been amendedPerson or division or business unit thereof or any equity interest therein; (d) payment or increase by the Company Group has not (i) hired of any bonus, salary, severance, termination pay or terminated other compensation to any employeeMember, Manager, officer, consultant or manager (other than any such hire or termination that occurred prior to the date of this Agreement); (ii) increased or establishedemployee, or committed to increase entering into or establishamending any existing employment, whether orally or in writingconsultancy, any form of compensation or benefits payable or to become payable by the Company Group to its officersseverance, directors, consultants, employees retirement or other service providerssimilar agreement with any officer, includingManager, without limitation, pursuant employee or consultant (in either event excluding compensation to any Employee Plan; (iii) adopted, entered into, established, amended, modified, or terminated any Employee Plan (other employees earning less than any such adoption, entrance into, establishment, amendment, modification or termination that occurred prior to the date of this Agreement$50,000 per year); (iv) accelerated the vesting or payment of any compensation or benefits under any Employee Plan (other than as required under any Employee Plan pursuant to terms of such Employee Plan in existence as of the date hereof); or (v) granted any cash bonus, incentive, performance or other incentive compensation; (e) the Company Group has not taken any action which could reasonably be expected to causeadoption of, or fail material increase in the payments to take any reasonable action to preventor benefits under, any change in employee relations which has or is reasonably likely to Company Plan, or, except as may have a material effect on the productivity, the financial condition, results of operations of the Company Group or the relationships between the employees of the Company Group and the management of the Company Groupbeen required by Legal Requirement; (f) there has not been entry into or adoption of any change by the Company Group in accounting methods, principles collective bargaining or practicesother agreement or arrangement with any labor organization; (g) there has not been any issuance, transfer, sale, Encumbrance, redemption, repurchase compromise or gift settlement of any Common Stock, Preferred Stock or other Capital Stock Proceeding in excess of the Company Group or of any phantom stock, option, security convertible into or right to purchase any such Common Stock, Preferred Stock or other Capital Stock$50,000; (h) there has not been plant closing or layoff of employees that could implicate the Worker Adjustment and Retraining Notification Act of 1988, as amended, or any dividend similar foreign, state, or distribution by local law, regulation or ordinance (collectively the Company Group (whether in cash, equity interests or other property“WARN Act”); (i) the Company Group has not made any acquisitionentry into, transfer, disposition or sale adoption of, amending in any manner or licensedterminating any pension, sub-licensedretirement, abandoneddeferred compensation, failed to maintain employment, health, life, or permitted to lapsedisability insurance, dependent care, severance or other employee benefit plan agreement, trust, fund or other arrangement for the benefit or welfare of any material asset of the Company Group other than director, officer, employee or consultant in the ordinary course of business consistent with past practices of the Company Groupany manner; (j) entry into, termination of, or receipt of notice of termination of any Contract or transaction involving a total remaining commitment by or to the Company Group has not (i) acquired by merger or consolidation with, or purchased substantially all of the equity interests or assets of, any business or Person, (ii) made any investment in the securities (including debt instruments) of any Person or (iii) merged or consolidated with any Personat least $50,000 per annum; (k) other than the Encumbrances listed on Section 4.15(a) making of the Sellers Disclosure Schedule, the Company Group has not mortgaged, granted a security interest in, pledged or subjected failure to Encumbrance (other than Permitted Encumbrances) make any assets material capital expenditures or commitments therefore of the Company Groupat least $50,000; (l) the Company Group has not (i) incurred loan, advance or assumed capital contribution or investment in any indebtedness for borrowed money Person other than loans, advances drawn by the Company Group or capital contributions to or investments made in the ordinary course of its business from its lines of credit a subsidiary and credit facilities existing on the date of this Agreement, or (ii) made any loans or advances to any Personemployees, each of at least $50,000; (m) transaction, commitment, contract or agreement relating to the Company Group has not created Company’s assets or business (including the acquisition or disposition of any Subsidiaryassets) material to the Company, taken as a whole, other than in the Ordinary Course of Business, or materially changed any business practice; (n) cancellation without fair consideration of any material debt or claims owing to or held by it, except for cancellations of or credits to accounts receivable from customers in the Company Group has not institutedOrdinary Course of Business, settled discharge or agreed satisfaction of any Encumbrance or payment of any obligation or liability (other than in the Ordinary Course of Business), borrowing of any amount or incurred or become subject to settle any Proceedingsindebtedness or other liabilities, except indebtedness or liabilities incurred in the Ordinary Course of Business; (o) sale, assignment, transfer, license, sublicense, lease, abandonment, permission to lapse of, or other disposition of, any tangible or intangible asset or property of the Company Group has not made any commitment for any capital expenditure in excess of Two Hundred Thousand Dollars ($200,000) or its Subsidiaries, other than in the aggregateOrdinary Course of Business, or mortgage, pledge, or imposition of any Encumbrance on any tangible or intangible asset or property of the Company or its Subsidiaries or disclosure of any Confidential Information (other than pursuant to agreements requiring the Person to which such disclosure is made to maintain the confidentiality of, and preserving all rights of the Company and its Subsidiaries in, such Confidential Information); (p) other than any Material Contracts entered into prior to the date of this Agreement, the Company Group has not entered into any Material Contract other than those entered into material change in the ordinary course of business consistent with past practices of accounting methods used by the Company GroupCompany, and the Company Group has not amended, modified, renewed except for changes required by applicable Legal Requirements or terminated any Material Contract (other than any such amendment, modification, renewal or termination that occurred prior to the date of this Agreement);GAAP; or (q) agreement or commitment, whether oral or written, by the Company Group has not renewed or entered into any non-compete, exclusivity, non-solicitation or other agreement that restricts or limits, in any material respect, the operations of the Company Group (or Buyer or any of its Affiliates) after consummation of the Closing; (r) the Company Group has not disclosed any trade secrets or other proprietary and confidential information to any Person that is not subject to a written confidentiality and non-disclosure agreement; (s) with respect to the Company Group, there has been no new, change in or revocation of any Tax election; settlement or compromise of any claim, notice, audit report or assessment in respect of Taxes; change in any annual Tax accounting period, adoption or change in any method of Tax accounting; filing of any amended Tax Return; entrance into any tax allocation agreement, tax sharing agreement, tax indemnity agreement or closing agreement relating to any Tax; surrender of any right to claim a material Tax refund; or consent to any extension or waiver of the statute of limitations period applicable to any Tax claim or assessment; (t) the Company Group has operated, maintained, insured, repaired and otherwise preserved the Real Property substantially in accordance with past practice of the Company Group, and performed all obligations of the Company Group as tenant under the Real Property Leases; and (u) the Company Group has not authorized, agreed or entered into any Contract or commitment to take do any of the types of action described in subsections (a) through (u) aboveforegoing.

Absence of Certain Changes and Events. Except Since the date of the Company Interim Balance Sheet there has not been, and prior to the Closing there will not be: (i) any transaction entered into by the Company or Corporacion Q-bit other than in the ordinary course of business or as otherwise contemplated by this Agreement or as set forth on Section 4.07 any loss or damage to any of the Sellers Disclosure Schedulemanufacturing facilities of the Company or Corporacion Q-bit due to fire or other casualty, since March 31whether or not insured, 2012: (a) amounting to more than $50,000 in aggregate replacement value; any event that materially and adversely affects the Business ability of the Company or Corporacion Q-bit to operate its business as a whole in a manner consistent with the way in which such business has been conducted prior to September 30, 1997 or any change in the financial position, assets, liabilities, results of operations or business of the Company and Corporacion Q-bit taken as a whole other than changes in the ordinary course, substantially course of business which in the manner that such Business was heretofore conducted and in material compliance with applicable Lawaggregate have not been materially adverse; (bii) no circumstanceany declaration, condition, event payment or change has occurred that has had setting aside of any dividend or would reasonably be expected other distribution to have, individually or in for the aggregate, a Material Adverse Effectholder of any capital stock of the Company or Corporacion Q-bit; (ciii) none of any lawsuit, proceeding or governmental investigation which is likely to have a material adverse effect on the Constitutional Documents of any member business of the Company Group has been amendedand Corporacion Q-bit taken as a whole; (div) any event or condition of any character which had or is reasonably likely to have a material adverse effect on the condition, financial or otherwise, assets, liabilities, business or results of operations of the Company Group and Corporacion Q-bit taken as a whole that has not been disclosed in the Company Disclosure Letter; (iv) hired or terminated any employee, consultant or manager (other than any such hire or termination that occurred prior to the date of this Agreement); (ii) increased or established, or committed to increase or establish, whether orally or decrease in writing, any form the rates of compensation or benefits payable or to become payable by the Company Group or Corporacion Q-bit to its officersany director, directorsofficer, consultantsemployee, employees agent or consultant, or any bonus, percentage compensation, service award or other service providersbenefit, includinggranted, without limitation, pursuant made or accrued to or to the credit of any Employee Plan; (iii) adopted, entered into, established, amended, modifiedsuch person, or terminated any Employee Plan (welfare, pension, retirement or similar payment or arrangement made or agreed to by the Company or Corporacion Q-bit other than any such adoption, entrance into, establishment, amendment, modification or termination that occurred prior to the date of this Agreement); (iv) accelerated the vesting or payment of any compensation or benefits under any Employee Plan (other than as required under any Employee Plan pursuant to terms of such Employee Plan salary adjustments for non-officer employees in existence as of the date hereof); or (v) granted any cash bonus, incentive, performance or other incentive compensationaccordance with past practice; (evi) any modification or rescission of, or waiver by the Company Group has not taken any action which could reasonably be expected to cause, or fail to take any reasonable action to preventCorporacion Q-bit of rights under, any change in employee relations existing contract which has had or is reasonably likely to have a material adverse effect on the productivity, the financial condition, financial or otherwise, assets, liabilities, business or results of operations operation of the Company Group or the relationships between the employees of the Company Group and the management of the Company GroupCorporacion Q-bit taken as a whole; (fvii) there has not been any change discharge or satisfaction by the Company Group in accounting methods, principles or practices; (g) there has not been any issuance, transfer, sale, Encumbrance, redemption, repurchase or gift Corporacion Q-bit of any Common Stocklien or encumbrance, Preferred Stock or other Capital Stock of the Company Group or any payment of any phantom stock, option, security convertible into obligation or right to purchase any such Common Stock, Preferred Stock liability (absolute or other Capital Stock; (h) there has not been any dividend or distribution by the Company Group (whether in cash, equity interests or other property); (i) the Company Group has not made any acquisition, transfer, disposition or sale of, or licensed, sub-licensed, abandoned, failed to maintain or permitted to lapse, any material asset of the Company Group other than in the ordinary course of business consistent with past practices of the Company Group; (j) the Company Group has not (i) acquired by merger or consolidation with, or purchased substantially all of the equity interests or assets of, any business or Person, (ii) made any investment in the securities (including debt instruments) of any Person or (iii) merged or consolidated with any Person; (kcontingent) other than the Encumbrances listed on Section 4.15(a) of the Sellers Disclosure Schedule, the Company Group has not mortgaged, granted a security interest in, pledged or subjected to Encumbrance (other than Permitted Encumbrances) any assets of the Company Group; (l) the Company Group has not (i) incurred or assumed any indebtedness for borrowed money other than advances drawn by the Company Group in the ordinary course of its business from its lines of credit and credit facilities existing current liabilities shown on the date of this Agreement, or (ii) made any loans or advances to any Person; (m) the Company Group has not created any Subsidiary; (n) the Company Group has not instituted, settled or agreed to settle any Proceedings; (o) the Company Group has not made any commitment for any capital expenditure in excess of Two Hundred Thousand Dollars ($200,000) in the aggregate; (p) other than any Material Contracts entered into prior to the date of this Agreement, the Company Group has not entered into any Material Contract other than those entered into in the ordinary course of business consistent with past practices of the Company Group, Interim Balance Sheet and the Company Group has not amended, modified, renewed or terminated any Material Contract (other than any such amendment, modification, renewal or termination that occurred prior to the date of this Agreement); (q) the Company Group has not renewed or entered into any non-compete, exclusivity, non-solicitation or other agreement that restricts or limits, in any material respect, the operations of the Company Group (or Buyer or any of its Affiliates) after consummation of the Closing; (r) the Company Group has not disclosed any trade secrets or other proprietary and confidential information to any Person that is not subject to a written confidentiality and non-disclosure agreement; (s) with respect to the Company Group, there has been no new, change in or revocation of any Tax election; settlement or compromise of any claim, notice, audit report or assessment in respect of Taxes; change in any annual Tax accounting period, adoption or change in any method of Tax accounting; filing of any amended Tax Return; entrance into any tax allocation agreement, tax sharing agreement, tax indemnity agreement or closing agreement relating to any Tax; surrender of any right to claim a material Tax refund; or consent to any extension or waiver of the statute of limitations period applicable to any Tax claim or assessment; (t) the Company Group has operated, maintained, insured, repaired and otherwise preserved the Real Property substantially in accordance with past practice of the Company Group, and performed all obligations of the Company Group as tenant under the Real Property Leases; and (u) the Company Group has not authorized, agreed or entered into any Contract or commitment to take any of the types of action described in subsections (a) through (u) above.the

Absence of Certain Changes and Events. Except as otherwise contemplated by this Agreement or as set forth on Section 4.07 Since the date of the Sellers Disclosure ScheduleAudited Company Balance Sheet, since March 31, 2012: (a) the Business Company has been conducted its business in the ordinary coursecourse consistent with past practice and, substantially in the manner that since such Business was heretofore conducted and in material compliance with applicable Law; (b) no circumstancedate, conditionthere has not occurred: any event, event damage, destruction or change has occurred that loss, whether covered by insurance or not, which has had or would reasonably be is expected to have, individually or in the aggregate, have a Material Adverse Effect; (c) none of the Constitutional Documents of any member of Effect on the Company Group has been amended; (d) the Company Group has not (i) hired or terminated its assets; any employee, consultant or manager (other than any such hire or termination that occurred prior to the date of this Agreement); (ii) increased or established, or committed to increase or establish, whether orally or in writing, any form of compensation or benefits payable or to become payable entry by the Company Group to its officers, directors, consultants, employees into a commitment or other service providers, including, without limitation, pursuant to any Employee Plan; (iii) adopted, entered into, established, amended, modified, or terminated any Employee Plan (other than any such adoption, entrance into, establishment, amendment, modification or termination that occurred prior transaction material to the date of this Agreement); (iv) accelerated the vesting or payment of any compensation or benefits under any Employee Plan (other than as required under any Employee Plan pursuant to terms of such Employee Plan in existence as of the date hereof); or (v) granted any cash bonusCompany, incentive, performance or other incentive compensation; (e) the Company Group has which is not taken any action which could reasonably be expected to cause, or fail to take any reasonable action to prevent, any change in employee relations which has or is reasonably likely to have a material effect on the productivity, the financial condition, results of operations of the Company Group or the relationships between the employees of the Company Group and the management of the Company Group; (f) there has not been any change by the Company Group in accounting methods, principles or practices; (g) there has not been any issuance, transfer, sale, Encumbrance, redemption, repurchase or gift of any Common Stock, Preferred Stock or other Capital Stock of the Company Group or of any phantom stock, option, security convertible into or right to purchase any such Common Stock, Preferred Stock or other Capital Stock; (h) there has not been any dividend or distribution by the Company Group (whether in cash, equity interests or other property); (i) the Company Group has not made any acquisition, transfer, disposition or sale of, or licensed, sub-licensed, abandoned, failed to maintain or permitted to lapse, any material asset of the Company Group other than in the ordinary course of business consistent with past practices practice; any change by the Company in accounting principles, methods or practices, except insofar as may have been required by a change in GAAP; any declaration, payment or setting aside for payment of any dividends or distributions in respect to shares of Company Common Stock, or any redemption, purchase or other acquisition of any shares of Company Common Stock; any cancellation of any debts or waiver or release of any right or claim of the Company Group; (j) the Company Group has not (i) acquired by merger individually or consolidation with, or purchased substantially all of the equity interests or assets of, any business or Person, (ii) made any investment in the securities (including debt instruments) of any Person aggregate material to the Company, whether or (iii) merged or consolidated with any Person; (k) other than the Encumbrances listed on Section 4.15(a) of the Sellers Disclosure Schedule, the Company Group has not mortgaged, granted a security interest in, pledged or subjected to Encumbrance (other than Permitted Encumbrances) any assets of the Company Group; (l) the Company Group has not (i) incurred or assumed any indebtedness for borrowed money other than advances drawn by the Company Group in the ordinary course of business; any revaluations by the Company of any of its business from assets or liabilities, including without limitation, writing-off notes or accounts receivable; any material increase in the rate or terms of compensation payable or to become payable by the Company to any of its lines personnel or consultants; any bonus, incentive compensation, service award or other benefit granted, made or accrued, contingently or otherwise, for or to the credit of credit any Company personnel; employee welfare, pension, retirement, profit-sharing or similar payment or arrangement made or agreed to by the Company for any Company personnel except for contributions in accordance with prior practice made to, and credit facilities payments made to employees under, plans and arrangements existing on the date of this Agreementthe Audited Company Balance Sheet; any adoption of a plan of liquidation or resolutions providing for the liquidation, dissolution, merger, consolidation or other reorganization of the Company, other than in connection with the transactions contemplated hereby; any purchase, acquisition or sale by the Company of any assets, other than in the ordinary course of business; any amendment, cancellation or termination of any Material Contract, including, without limitation, license or sublicense, or (ii) made other instrument to which the Company is a party or to which the Company or any of the assets of the Company is bound; any failure to pay when due any material obligation of the Company; any failure to operate the business of the Company in the ordinary course with an effort to preserve the business intact, to keep available to the Company the services of its personnel, and to preserve for the Company the goodwill of its customers and others having business relations with the Company except for such failures that would not have a Material Adverse Effect on the Company; any commitment to borrow money entered into by the Company, or any loans or advances to any Person; (m) the Company Group has not created any Subsidiary; (n) the Company Group has not instituted, settled made or agreed to settle be made by the Company, involving more than $100,000 individually or $500,000 in the aggregate (other than credit provided by suppliers or manufacturers in the ordinary course of the Company's business consistent with past practices); any Proceedings; (o) liabilities incurred by the Company Group has not made any commitment for any capital expenditure in excess of Two Hundred Thousand Dollars (involv­ing $200,000) 10,000 or more individually and $25,000 or more in the aggregate; (p) , other than any Material Contracts entered into prior to the date of this Agreement, the Company Group has not entered into any Material Contract other than those entered into liabilities incurred in the ordinary course of business consistent with past practices practices; any payment, discharge or satisfaction of any material liabilities of the Company Groupor any material capital expenditure of the Company, and the Company Group has not amended, modified, renewed or terminated any Material Contract (other than any such amendment(i) the payment, modification, renewal discharge or termination that occurred satisfaction in the ordinary course of business consistent with prior to prac­tice of liabilities reflected or reserved against in the Audited Financial Statements or incurred in the ordinary course of business consistent with prior practice since the date of this Agreement); the Audited Company Balance Sheet, and (qii) any capital expenditures involving $10,000 or less individually and $25,000 or less in the aggregate; any amendment of the Company's Articles of Incorporation or Company Bylaws; or any agreement by the Company Group has not renewed or entered into any non-compete, exclusivity, non-solicitation or other agreement that restricts or limits, in any material respect, the operations of the Company Group (or Buyer or any of its Affiliates) after consummation of the Closing; (r) the Company Group has not disclosed any trade secrets or other proprietary and confidential information to any Person that is not subject to a written confidentiality and non-disclosure agreement; (s) with respect to the Company Group, there has been no new, change in or revocation of any Tax election; settlement or compromise of any claim, notice, audit report or assessment in respect of Taxes; change in any annual Tax accounting period, adoption or change in any method of Tax accounting; filing of any amended Tax Return; entrance into any tax allocation agreement, tax sharing agreement, tax indemnity agreement or closing agreement relating to any Tax; surrender of any right to claim a material Tax refund; or consent to any extension or waiver of the statute of limitations period applicable to any Tax claim or assessment; (t) the Company Group has operated, maintained, insured, repaired and otherwise preserved the Real Property substantially in accordance with past practice of the Company Group, and performed all obligations of the Company Group as tenant under the Real Property Leases; and (u) the Company Group has not authorized, agreed or entered into any Contract or commitment to take do any of the types of action things described in subsections the preceding clauses (a) through (up) aboveof this Section 4.12, other than as expressly contemplated or provided for in this Agreement.

Absence of Certain Changes and Events. Except Since the Reference Date, there has not been any Company Material Adverse Effect. Since the Reference Date, other than to the extent necessary to effect the Restructuring or as otherwise specifically contemplated by this Agreement or as set forth on Section 4.07 of the Sellers Disclosure ScheduleAgreement, since March 31, 2012: (ai) the B&I GPO Business has been conducted in the ordinary courseOrdinary Course of Business, substantially and (ii) except as set forth in Section 2.18 of the manner that such Disclosure Schedule, no Premier Party nor any of their Affiliates (as related to the B&I GPO Business was heretofore conducted and in material compliance with applicable Lawor the Contributed Assets) has: (a) amended its organizational documents; (b) no circumstancetransferred, conditionissued, event sold or change has occurred that has had disposed of any membership interests, other equity securities or would reasonably be expected to haveany securities convertible into or exchangeable for Equity Interests of the Company, individually or in the aggregaterepurchased, a Material Adverse Effectredeemed, or otherwise acquired any membership interest or other equity securities; (c) none granted any material increase in the compensation or benefits of, or paid any material bonus to, any B&I GPO Business Employees or entered into a written contract with any employee or contractor to render material services to the B&I GPO Business, in each case, outside of the Constitutional Documents Ordinary Course of any member of the Company Group has been amendedBusiness; (d) the Company Group has not (i) hired or terminated any employee, consultant or manager (other than any such hire or termination that occurred prior to the date of this Agreement); (ii) increased or established, or committed to increase or establish, whether orally or in writing, any form of compensation or benefits payable or to become payable by the Company Group to its officers, directors, consultants, employees or other service providers, including, without limitation, pursuant to any Employee Plan; (iii) adopted, entered into, established, amended, modifiedor increased the payments or benefits under, or terminated any Employee Benefit Plan (other than with respect to any such adoption, entrance into, establishment, amendment, modification or termination that occurred prior to the date of this Agreement); (iv) accelerated the vesting or payment of any compensation or benefits under any B&I GPO Business Employee Plan (other than as required under any Employee Plan pursuant to terms of such Employee Plan in existence as outside of the date hereof); or (v) granted any cash bonus, incentive, performance or other incentive compensationOrdinary Course of Business; (e) the Company Group has not taken received any action which could reasonably be expected to cause, or fail to take notice of any reasonable action to preventunion organizing activity, any change in actual or threatened employee relations which has strikes, work stoppages, applications for certification, slowdowns or is reasonably likely to have a material effect on the productivity, the financial condition, results of operations of the Company Group or the relationships between the employees of the Company Group and the management of the Company Grouplockouts; (f) there has not been written off as uncollectible any change by accounts receivable, except for immaterial write downs and write-offs in the Company Group in accounting methods, principles or practicesOrdinary Course of Business; (g) there has not been failed to spend funds for any issuancebudgeted capital expenditures, transferor made, saleor made any commitment with respect to, Encumbranceany capital expenditures in excess of Fifty Thousand Dollars ($50,000) individually or One Hundred Thousand Dollars ($100,000) in the aggregate, redemption, repurchase or gift otherwise outside the Ordinary Course of any Common Stock, Preferred Stock or other Capital Stock of the Company Group or of any phantom stock, option, security convertible into or right to purchase any such Common Stock, Preferred Stock or other Capital StockBusiness; (h) there has compromised or settled any material Proceeding; (i) acquired assets outside of the Ordinary Course of Business, including acquired any business related to the B&I GPO Business, whether by merger, consolidation, the purchase of all or a substantial portion of the assets or equity interests of such business or otherwise; (j) sold, leased, encumbered or otherwise disposed of any assets related to the B&I GPO Business outside of the Ordinary Course of Business; (k) incurred, assumed, or guaranteed any Indebtedness, or made any loans, advances or capital contributions to, or investments in, any other Person; (l) cancelled, compromised, waived or released any right or claim (or series of related rights and claims) either involving more than One Hundred Thousand Dollars ($100,000) or outside the Ordinary Course of Business; (m) experienced any damage, destruction or loss (whether or not been covered by insurance) to any dividend or distribution by of the assets of the Company Group in excess of Twenty-Five Thousand Dollars ($25,000); (n) made any material change in connection with its cash management, accounts payable or accounts receivable terms, systems, policies or procedures; (o) declared, set aside or paid any distribution (whether in cash, equity interests securities or property or other property); (icombination thereof) the Company Group has not made any acquisition, transfer, disposition or sale of, or licensed, sub-licensed, abandoned, failed to maintain or permitted to lapse, any material asset in respect of the Company Group other than in the ordinary course of business consistent with past practices of the Company Group; (j) the Company Group has not (i) acquired by merger or consolidation with, or purchased substantially all of the equity interests or assets of, any business or Person, (ii) made any investment in the securities (including debt instruments) of any Person or (iii) merged or consolidated with any Person; (k) other than the Encumbrances listed on Section 4.15(a) of the Sellers Disclosure Schedule, the Company Group has not mortgaged, granted a security interest in, pledged or subjected to Encumbrance (other than Permitted Encumbrances) any assets of the Company Group; (l) the Company Group has not (i) incurred or assumed any indebtedness for borrowed money other than advances drawn by the Company Group in the ordinary course of its business from its lines of credit and credit facilities existing on the date of this Agreement, or (ii) made any loans or advances to any Person; (m) the Company Group has not created any Subsidiary; (n) the Company Group has not instituted, settled or agreed to settle any Proceedings; (o) the Company Group has not made any commitment for any capital expenditure in excess of Two Hundred Thousand Dollars ($200,000) in the aggregateEquity Interests; (p) other than made any Material Contracts entered into prior to the date of this Agreementmaterial change in its accounting or Tax methods, the Company Group has not entered into policies or practices, or any Material Contract other than those entered into in the ordinary course of business consistent with past practices of the Company Group, and the Company Group has not amended, modified, renewed depreciation policy or terminated any Material Contract (other than any such amendment, modification, renewal or termination that occurred prior to the date of this Agreement)rate; (q) the Company Group has not renewed made, changed or entered into any non-compete, exclusivity, non-solicitation or other agreement that restricts or limits, in revoked any material respect, the operations of the Company Group (or Buyer or any of its Affiliates) after consummation of the Closing; (r) the Company Group has not disclosed any trade secrets or other proprietary and confidential information to any Person that is not subject to a written confidentiality and non-disclosure agreement; (s) with respect to the Company Group, there has been no new, change in or revocation of any Tax election; settlement or compromise of any claim, notice, audit report or assessment in respect of Taxes; change in any annual Tax accounting period, adoption or change in any method of Tax accounting; filing of filed any amended Tax Return; entrance , entered into any tax allocation agreement, tax sharing agreement, tax indemnity Tax closing agreement or closing agreement relating to any Tax; surrender of any right to claim a material Tax refund; or consent to any extension or waiver of the statute of limitations period applicable settlement, consented to any Tax claim or assessment, incurred any obligation to make any payment of, or in respect of, any amounts of Taxes, except in the Ordinary Course of Business, or agreed to extend or waive the statutory period of limitations for the assessment or collection of an amount of Taxes; (r) entered into, terminated (or provided or received notice of termination) or effected a material modification of any Material Company Contract or other right having a value of or involving aggregate payments in excess of One Hundred Thousand Dollars ($100,000), except in the Ordinary Course of Business; (s) directly or indirectly, made any loan to any officer, director, partner, owner (including Premier and the Equityholder), employee (whether current or former or retired), consultant, independent contractor or agent of the Company; (t) the Company Group has operated, maintained, insured, repaired and otherwise preserved the Real Property substantially experienced any material adverse change in accordance its relations with past practice any of the Company GroupB&I GPO Business Employees or its Material Members, and performed all obligations of the Company Group as tenant under the Real Property Leases; andMaterial Suppliers, Material Channel Partners or Material Sponsors; (u) the Company Group has experienced any material adverse damage, destruction, loss, virus or denial of service attack, technology failure or other material adverse event, development or condition of any character (whether or not authorized, agreed or covered by insurance); (v) entered into any Contract transaction or agreement with a Company Related Person; (w) entered into any strategic alliance, affiliate agreement or joint marketing arrangement or agreement; (x) cancelled or amended or failed to renew any material insurance policy; (y) deviated from plans for material marketing expenditures, including with respect to timing thereof; or (z) entered into any agreement or commitment to take do any of the types of action described in subsections (a) through (u) aboveforegoing.

Absence of Certain Changes and Events. Except as otherwise contemplated by this Agreement or as set forth on Section 4.07 of disclosed in the Sellers Disclosure ScheduleFinancial Statements, since March 31, 2012the Balance Sheet Date: (a) the Business DSF has been conducted not incurred any material obligation or liability except for normal obligations incurred in the ordinary course, substantially in the manner that such Business was heretofore conducted and in material compliance with applicable Lawcourse of business; (b) no circumstancecasualty, condition, event loss or change damage has occurred that has had with respect to DSF's assets, whether or not the same is covered by insurance, except for those casualties, losses or damages which would reasonably be expected to havenot, individually or in the aggregate, a Material Adverse Effectbe reasonably expected to exceed Rs 500,000; (c) none DSF has not sold, transferred, pledged, encumbered or otherwise disposed of any of its assets or any interest therein, or agreed to do any of the Constitutional Documents foregoing, except for sales of any member assets for aggregate proceeds not in excess of the Company Group has been amendedRs 500,000; (d) the Company Group DSF has not (i) hired or terminated written off as uncollectible any employee, consultant or manager (other than any such hire or termination that occurred prior to the date of this Agreement); (ii) increased or establishedits accounts receivable, or committed to increase or establish, whether orally or in writing, any form of compensation or benefits payable or to become payable by written down the Company Group to its officers, directors, consultants, employees or other service providers, including, without limitation, pursuant to any Employee Plan; (iii) adopted, entered into, established, amended, modified, or terminated any Employee Plan (other than any such adoption, entrance into, establishment, amendment, modification or termination that occurred prior to the date of this Agreement); (iv) accelerated the vesting or payment value of any compensation or benefits under any Employee Plan (other than as required under any Employee Plan pursuant to terms of such Employee Plan its assets, except in existence as of the date hereof); or (v) granted any cash bonus, incentive, performance or other incentive compensation; (e) the Company Group has not taken any action which could reasonably be expected to cause, or fail to take any reasonable action to prevent, any change in employee relations which has or is reasonably likely to have a material effect on the productivity, the financial condition, results of operations of the Company Group or the relationships between the employees of the Company Group and the management of the Company Group; (f) there has not been any change by the Company Group in accounting methods, principles or practices; (g) there has not been any issuance, transfer, sale, Encumbrance, redemption, repurchase or gift of any Common Stock, Preferred Stock or other Capital Stock of the Company Group or of any phantom stock, option, security convertible into or right to purchase any such Common Stock, Preferred Stock or other Capital Stock; (h) there has not been any dividend or distribution by the Company Group (whether in cash, equity interests or other property); (i) the Company Group has not made any acquisition, transfer, disposition or sale of, or licensed, sub-licensed, abandoned, failed to maintain or permitted to lapse, any material asset of the Company Group other than each case in the ordinary course of business consistent with past practices of the Company Grouppractice; (je) the Company Group DSF has not (i) acquired by merger waived or consolidation with, or purchased substantially all released any of the equity interests its rights with respect to its business or assets of, or permitted any business or Person, (ii) made any investment in of such rights to lapse except to the securities (including debt instruments) of any Person or (iii) merged or consolidated with any Person; (k) other than the Encumbrances listed on Section 4.15(a) of the Sellers Disclosure Schedule, the Company Group has not mortgaged, granted a security interest in, pledged or subjected to Encumbrance (other than Permitted Encumbrances) any assets of the Company Group; (l) the Company Group has not (i) incurred or assumed any indebtedness for borrowed money other than advances drawn by the Company Group extent that such actions are in the ordinary course of business or, in the exercise of DSF's reasonable business judgment, are otherwise in its business from best interests; (f) no executive officer or other key employee of DSF has left his or her employment with DSF; (g) DSF has not granted, and is not committed to grant, any salary or wage increases to any of its lines of credit and credit facilities existing employees, except for individual salary or wage increases which will not exceed Rs 500,000 in the twelve (12) month period commencing on the date of this Agreement, or (ii) made any loans or advances to any Personhereof; (mh) the Company Group DSF has not created any Subsidiary; (n) the Company Group has not institutedmade, settled or agreed committed to settle any Proceedings; (o) the Company Group has not made any commitment for make, any capital expenditure expenditures in excess of Two Hundred Thousand Dollars ($200,000) Rs 500,000 in the aggregate; (pi) there has been no payment, discharge or other satisfaction of DSF's liabilities, whether direct or indirect, fixed or contingent or otherwise, other than any Material Contracts entered into prior to the date satisfaction, in the ordinary course of this Agreementbusiness, of liabilities reflected on the Company Group has not entered into any Material Contract other than those entered into Financial Statements or incurred in the ordinary course of business consistent with past practices of since the Company Group, and the Company Group has not amended, modified, renewed or terminated any Material Contract (other than any such amendment, modification, renewal or termination that occurred prior to the date of this Agreement)Balance Sheet Date; (qj) the Company Group DSF has not renewed or entered into any non-compete, exclusivity, non-solicitation or other agreement that restricts or limits, in introduced any material respectchange with respect to its business, the operations of the Company Group (or Buyer or any of its Affiliates) after consummation of the Closing; (r) the Company Group has not disclosed any trade secrets or other proprietary and confidential information to any Person that is not subject to a written confidentiality and non-disclosure agreement; (s) including without limitation with respect to the Company Groupproducts or services it sells, there has been no newthe areas in which such products or services are sold, change in its marketing techniques or revocation of any Tax election; settlement or compromise of any claim, notice, audit report or assessment in respect of Taxes; change in any annual Tax its accounting period, adoption or change in any method of Tax accounting; filing of any amended Tax Return; entrance into any tax allocation agreement, tax sharing agreement, tax indemnity agreement or closing agreement relating to any Tax; surrender of any right to claim a material Tax refund; or consent to any extension or waiver of the statute of limitations period applicable to any Tax claim or assessmentmethods; (tk) the Company Group has operated, maintained, insured, repaired and otherwise preserved the Real Property substantially in accordance with past practice neither DSF nor any of the Company GroupShareholders have taken any actions which, and performed all obligations of if taken after the Company Group as tenant under the Real Property Leasesdate hereof, would violate Section 4.1(a) hereof; and (ul) the Company Group no Material Adverse Effect, and no event which is likely to result in a Material Adverse Effect, has not authorized, agreed or entered into any Contract or commitment to take any of the types of action described in subsections (a) through (u) aboveoccurred.

Absence of Certain Changes and Events. Except Since the Latest Balance Sheet Date, except as otherwise set forth on Section 3.25 of the Disclosure Schedule, the Companies have conducted the Business in the Ordinary Course and, except as expressly contemplated by this Agreement or as set forth on Section 4.07 any other Seller Transaction Document, there has not occurred any event or group of the Sellers Disclosure Schedule, since March 31, 2012: (a) the Business has been conducted in the ordinary course, substantially in the manner that such Business was heretofore conducted and in material compliance with applicable Law; (b) no circumstancerelated events, condition, event occurrence, contingency or change has occurred development that has had had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (c) none . Without limiting the generality of the Constitutional Documents of any member of foregoing, since the Company Group has been amended; (d) the Company Group has not (i) hired or terminated any employeeLatest Balance Sheet Date, consultant or manager (other than any such hire or termination that occurred prior to the date of this Agreement); (ii) increased or established, or committed to increase or establish, whether orally or in writing, any form of compensation or benefits payable or to become payable by the Company Group to its officers, directors, consultants, employees or other service providers, including, without limitation, pursuant to any Employee Plan; (iii) adopted, entered into, established, amended, modified, or terminated any Employee Plan (other than any such adoption, entrance into, establishment, amendment, modification or termination that occurred prior to the date of this Agreement); (iv) accelerated the vesting or payment of any compensation or benefits under any Employee Plan (other than as required under any Employee Plan pursuant to terms of such Employee Plan in existence as of the date hereof); or (v) granted any cash bonus, incentive, performance or other incentive compensation; (e) the Company Group has not taken any action which could reasonably be expected to cause, or fail to take any reasonable action to prevent, any change in employee relations which has or is reasonably likely to have a material effect on the productivity, the financial condition, results of operations of the Company Group or the relationships between the employees of the Company Group and the management of the Company Group; (f) there has not been any, and/or the Seller and the Companies have not: (a) change in the independent accountants of the Companies or any change by in the Company Group in accounting methods, principles or practices; practices followed by the Companies (gexcept for any such change required by reason of a concurrent change in GAAP or applicable Law); (b) there has not been with respect to any issuanceexecutive, transfermanager, saleofficer, Encumbranceemployee, redemption, repurchase consultant or gift of any Common Stock, Preferred Stock or other Capital Stock contractor of the Company Group or of any phantom stockCompanies, option, security convertible into or right to purchase any such Common Stock, Preferred Stock or other Capital Stock; (h) there has not been any dividend or distribution by the Company Group (whether in cash, equity interests or other property); (i) the Company Group has not made adoption or termination in any acquisitionrespect, transfer, disposition amendment or sale of, or licensed, sub-licensed, abandoned, failed to maintain or permitted to lapse, any material asset increase of the Company Group other than in the ordinary course payments or benefits of business consistent with past practices of the Company Group; (j) the Company Group has not (i) acquired by merger or consolidation with, or purchased substantially all of the equity interests or assets of, any business or PersonEmployee Benefit Plan, (ii) made any investment in the securities (including debt instruments) grant of any Person severance or termination pay, (iii) merged increase in the compensation or consolidated payment of any bonus or (iv) change with respect to compensation or other benefits payable, except, in each of clauses (i) through (iv), in the Ordinary Course, as required by Law or as required by any Person; existing Contract; (kc) sale, assignment, transfer, hypothecation, conveyance, lease, license or other than the Encumbrances listed on Section 4.15(a) disposition of any asset or property of the Sellers Disclosure ScheduleCompanies, except in the Company Group has Ordinary Course, or mortgage, pledge, or imposition of any Lien on any asset or property of the Companies, except for Permitted Liens and except in the Ordinary Course; (d) split, combined, classified, re-classified, varied the rights attaching to, or taken similar action with respect to any of Equity Interests or proposed the issuance of any other securities in respect of, in lieu of or in substitution for its authorized or issued equity or other Equity Interests; granted any rights to purchase its Equity Interests; issued any Equity Interests; granted any registration rights; purchased, redeemed, retired, or otherwise acquired any of its Equity Interests; or adopted a plan of complete or partial liquidation or passed any resolutions providing for or authorizing such liquidation or a dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the Companies or declared or paid any dividend or other distribution or payment in respect of its Equity Interests; (e) amended its Governing Documents; (f) damaged, destroyed or lost any material portion of the tangible assets or properties of the Companies, whether or not mortgagedcovered by insurance, granted a security interest inin an amount in excess of $5,000; (g) except in the Ordinary Course, pledged or subjected amended, renewed, failed to Encumbrance renew, terminated (other than Permitted Encumbrancesdue to any scheduled expiration) or received written notice of termination (other than due to any assets scheduled expiration) with respect to any Material Contract or entered into any new Material Contract or taken any action that would reasonably be expected to jeopardize the continuance of the Company Group; any of its relationships with any of its Top Customers and/or Top Suppliers; (lh) the Company Group has not (i) incurred or assumed any indebtedness Indebtedness in excess of $50,000 in the aggregate, (ii) assumed, guaranteed, endorsed or otherwise became liable or responsible (whether directly, contingently or otherwise) for borrowed money the Liabilities of any other Person (other than advances drawn by the Company Group endorsements of checks in the ordinary course Ordinary Course) in excess of its business from its lines of credit and credit facilities existing on $50,000 in the date of this Agreementaggregate, or (iiiii) made any loans loans, advances or advances to capital contributions to, or investment in, any Person; , in excess of $50,000 in the aggregate, other than employee travel and expense advances in the Ordinary Course; (i) paid, discharged or satisfied any Liabilities, other than the payment, discharge or satisfaction in the Ordinary Course Liabilities reflected or reserved against in the Latest Balance Sheet or incurred in the Ordinary Course since the Latest Balance Sheet Date; (j) sold, disposed of or surrendered or disaggregated any material license or any portion thereof; (k) accelerated or delayed collection of notes or accounts receivable in advance of or beyond their regular due dates or the dates when the same would have been collected in the Ordinary Course; (l) delayed or accelerated payments of any accounts payable or other liability beyond or in advance of its due date or the date when such liability would have been paid in the Ordinary Course; (m) failed to replenish inventories and supplies of the Company Group has not created any Subsidiary; (n) the Company Group has not instituted, settled or agreed to settle any Proceedings; (o) the Company Group has not made any commitment for any capital expenditure in excess of Two Hundred Thousand Dollars ($200,000) Companies in the aggregate; (p) other than any Material Contracts entered into prior to the date of this Agreement, the Company Group has not entered into any Material Contract other than those entered into in the ordinary course of business consistent with past practices of the Company Group, and the Company Group has not amended, modified, renewed or terminated any Material Contract (other than any such amendment, modification, renewal or termination that occurred prior to the date of this Agreement); (q) the Company Group has not renewed Ordinary Course or entered into any non-compete, exclusivity, non-solicitation purchase commitment not in the Ordinary Course; (n) made any acquisition of all or other agreement that restricts or limits, in any material respect, the operations significant part of the Company Group assets, capital stock, other Equity Interests, properties, securities or business of any other Person; (o) made any revaluation of any assets of the Business of the Companies or write down or write off of the value of any assets of the Business of the Companies, except in the Ordinary Course; (p) entered into any collective bargaining Contract or any other Contract with any labor union or association representing any group of employees, or been subject to any strike, picket, work stoppage, work slowdown or labor dispute or been subject to any application for certification or union organizing drive; (q) made any capital expenditure or any other investment (or Buyer or any series of its Affiliates) after consummation of the Closing; (r) the Company Group has not disclosed any trade secrets or other proprietary and confidential information to any Person that is not subject to a written confidentiality and non-disclosure agreement; (s) with respect to the Company Grouprelated investments), there has been no new, change in or revocation of any Tax election; settlement or compromise of any claim, notice, audit report or assessment in respect of Taxes; change in any annual Tax accounting period, adoption or change in any method of Tax accounting; filing of any amended Tax Return; entrance into any tax allocation agreement, tax sharing agreement, tax indemnity agreement or closing agreement relating to any Tax; surrender of any right to claim a material Tax refund; or consent to any extension or waiver of the statute of limitations period applicable to any Tax claim or assessment; (t) the Company Group has operated, maintained, insured, repaired and otherwise preserved the Real Property substantially in accordance with past practice of the Company Group, and performed all obligations of the Company Group as tenant under the Real Property Leases; and (u) the Company Group has not authorized, agreed or entered into any Contract or commitment therefor, excluding any purchase of inventory in the Ordinary Course, in excess of $50,000 in respect of any such individual investment or Contract or $75,000 in the aggregate; (r) written down the value of any inventory (including write downs by reason of shrinkage or mark down) or written off as uncollectible any notes or accounts receivable, except in the Ordinary Course; (s) allowed any insurance policy naming the Companies as beneficiaries or loss payee to take be cancelled or terminated, or instructed any of the types Companies’ insurance carriers to decrease any current policy coverage limits or materially change the terms of action described in subsections such coverage; or (at) through (u) aboveagreement by the Companies to do any of the foregoing.

Absence of Certain Changes and Events. Except as otherwise contemplated by this Agreement or as set forth on Section 4.07 of the Sellers Disclosure Schedulein SCHEDULE 4.7, since March 31June 15, 20121997: (ai) the Business ILD has been conducted its business only in the ordinary course, substantially in the manner that such Business was heretofore conducted and in material compliance with applicable Law; (b) no circumstance, condition, event or change has occurred that has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (c) none of the Constitutional Documents of any member of the Company Group has been amended; (d) the Company Group has not (i) hired or terminated any employee, consultant or manager (other than any such hire or termination that occurred prior to the date of this Agreement); (ii) increased or established, or committed to increase or establish, whether orally or in writing, any form of compensation or benefits payable or to become payable by the Company Group to its officers, directors, consultants, employees or other service providers, including, without limitation, pursuant to any Employee Plan; (iii) adopted, entered into, established, amended, modified, or terminated any Employee Plan (other than any such adoption, entrance into, establishment, amendment, modification or termination that occurred prior to the date of this Agreement); (iv) accelerated the vesting or payment of any compensation or benefits under any Employee Plan (other than as required under any Employee Plan pursuant to terms of such Employee Plan in existence as of the date hereof); or (v) granted any cash bonus, incentive, performance or other incentive compensation; (e) the Company Group has not taken any action which could reasonably be expected to cause, or fail to take any reasonable action to prevent, any change in employee relations which has or is reasonably likely to have a material effect on the productivity, the financial condition, results of operations of the Company Group or the relationships between the employees of the Company Group and the management of the Company Group; (f) there has not been any material adverse change by in the Company Group in accounting methodsbusiness, principles financial condition, operations, assets or practices; prospects of ILD; (giii) ILD has not made any dividends, distributions or redemptions on its capital stock; (iv) ILD has not increased the salary or wages of any employee or officer of ILD more than 20% of that salary or wages existing as of June 15, 1997; (v) there has not been any issuancedamage, transferdestruction, saleor loss, Encumbrance, redemption, repurchase whether covered by insurance or gift not materially adversely affecting the properties or business of any Common Stock, Preferred Stock or other Capital Stock of the Company Group or of any phantom stock, option, security convertible into or right to purchase any such Common Stock, Preferred Stock or other Capital Stock; ILD; (hvi) there has not been any dividend sale or distribution transfer by the Company Group (whether in cash, equity interests ILD of any tangible or other property); (i) the Company Group has not made any acquisition, transfer, disposition or sale of, or licensed, sub-licensed, abandoned, failed to maintain or permitted to lapse, any material intangible asset of the Company Group other than in the ordinary course of business consistent business, any mortgage or pledge or the creation of any security interest, lien, or encumbrance on any such asset, or any lease of property, including equipment, other than tax liens with past practices respect to taxes not yet due and contract rights of the Company Group; customers in inventory; (jvii) the Company Group ILD has not (i) acquired by merger or consolidation with, or purchased substantially all of the equity interests or assets of, incurred any business or Person, (ii) made any investment in the securities (including debt instruments) lapse of any Person trademark, assumed name, trade name, service ▇▇▇▇, copyright or license or any application with respect to the foregoing; (iiiviii) merged ILD has not permitted any discharge or consolidated with satisfaction of any Person; (k) lien or encumbrance or the payment of any liability other than the Encumbrances listed on Section 4.15(a) of the Sellers Disclosure Schedule, the Company Group has not mortgaged, granted a security interest in, pledged or subjected to Encumbrance (other than Permitted Encumbrances) any assets of the Company Group; (l) the Company Group has not (i) incurred or assumed any indebtedness for borrowed money other than advances drawn by the Company Group current liabilities in the ordinary course of its business from its lines of credit and credit facilities existing on the date of this Agreement, or business; (iiix) made any loans or advances to any Person; (m) the Company Group has not created any Subsidiary; (n) the Company Group has not instituted, settled or agreed to settle any Proceedings; (o) the Company Group ILD has not made any commitment loan, advance, or guaranty to or for the benefit of any capital expenditure in excess person except the creation of Two Hundred Thousand Dollars ($200,000) in the aggregate; (p) other than any Material Contracts entered into prior to the date of this Agreement, the Company Group has not entered into any Material Contract other than those entered into accounts receivable in the ordinary course of business consistent with past practices of the Company Group, and the Company Group business; or (x) there has not amended, modified, renewed or terminated any Material Contract (other than any such amendment, modification, renewal or termination that occurred prior been an agreement by ILD to the date of this Agreement); (q) the Company Group has not renewed or entered into any non-compete, exclusivity, non-solicitation or other agreement that restricts or limits, in any material respect, the operations of the Company Group (or Buyer or any of its Affiliates) after consummation of the Closing; (r) the Company Group has not disclosed any trade secrets or other proprietary and confidential information to any Person that is not subject to a written confidentiality and non-disclosure agreement; (s) with respect to the Company Group, there has been no new, change in or revocation of any Tax election; settlement or compromise of any claim, notice, audit report or assessment in respect of Taxes; change in any annual Tax accounting period, adoption or change in any method of Tax accounting; filing of any amended Tax Return; entrance into any tax allocation agreement, tax sharing agreement, tax indemnity agreement or closing agreement relating to any Tax; surrender of any right to claim a material Tax refund; or consent to any extension or waiver of the statute of limitations period applicable to any Tax claim or assessment; (t) the Company Group has operated, maintained, insured, repaired and otherwise preserved the Real Property substantially in accordance with past practice of the Company Group, and performed all obligations of the Company Group as tenant under the Real Property Leases; and (u) the Company Group has not authorized, agreed or entered into any Contract or commitment to take do any of the types of action described in subsections (a) through (u) aboveforegoing.

Absence of Certain Changes and Events. Except as otherwise contemplated by this Agreement or as set forth on Section 4.07 of the Sellers Disclosure Schedule------------------------------------- herein, since March December 31, 20121997, there has not been with respect to the Business: (ai) Any change resulting or that could result in a Material Adverse Effect on the financial condition, results of operation, assets, liabilities, business, or prospects of the Business or any occurrence, circumstance, or combination thereof which reasonably could be expected to result in a Material Adverse Effect on the Business; (ii) Any event, including, without limitation, shortage of materials or supplies, fire, explosion, accident, requisition or taking of property by any governmental agency, flood, drought, earthquake, or other natural event, riot, act of God or a public enemy, or damage, destruction, or other casualty, whether covered by insurance or not, which has been conducted had a Material Adverse Effect on the Business or the Assets or any such event which reasonably could be expected to have such an effect on the Business or the Assets; (iii) Any material transaction relating to the Business (other than the transactions contemplated herein) which was entered into or carried out by Seller other than in the ordinary course, substantially in the manner that such Business was heretofore conducted and in material compliance with applicable Lawusual course of business; (biv) no circumstanceAny change made by Seller in its method of operating the Business or its accounting practices relating thereto; (v) Any mortgage, conditionpledge, event lien, security interest, hypothecation, charge or change has occurred that has had other encumbrance imposed or would reasonably agreed to be expected imposed on or with respect to havethe Assets other than liens arising with respect to taxes not yet due and payable, and such minor liens and encumbrances, if any, which arise in the ordinary course of business and are not material in nature or amount either individually or in the aggregate, and which do not detract from the value of the Assets or impair the operations conducted thereon or any discharge or satisfaction thereof; (vi) Any sale, lease, or disposition of, or any agreement to sell, lease, or dispose of any of the Assets, other than sales, leases, or dispositions in the usual and ordinary course of business and consistent with prior practice; (vii) Any material modification, waiver, change, amendment, release, rescission, accord and satisfaction, or termination of, or with respect to, any term, condition, or provision of any contract, agreement, license, or other instrument to which Seller is a party and relating to or affecting the Business or the Assets, other than any satisfaction by performance in accordance with the terms thereof in the usual and ordinary course of business and consistent with prior practice; (viii) Any labor disputes or disturbances that have had or could reasonably be expected to have a Material Adverse Effect; (c) none of Effect on the Constitutional Documents of any member of the Company Group has been amended; (d) the Company Group has not (i) hired or terminated any employee, consultant or manager (other than any such hire or termination that occurred prior to the date of this Agreement); (ii) increased or established, or committed to increase or establish, whether orally or in writing, any form of compensation or benefits payable or to become payable by the Company Group to its officers, directors, consultants, employees or other service providersBusiness, including, without limitation, pursuant to any Employee Plan; (iii) adopted, entered into, established, amended, modified, or terminated any Employee Plan (other than any such adoption, entrance into, establishment, amendment, modification or termination that occurred prior to the date of this Agreement); (iv) accelerated the vesting or payment filing of any compensation petition or benefits under any Employee Plan (other than as required under any Employee Plan pursuant to terms charge of such Employee Plan in existence as of unfair labor practices with the date hereof); or (v) granted any cash bonus, incentive, performance or other incentive compensationNational Labor Relations Board; (eix) Any notice (written or unwritten) from any employee of Seller who provides any services to the Company Group Business that such employee has terminated, or intends to terminate, such employee's employment with Seller where such termination would or could have a Material Adverse Effect on the Business; (x) Any notice (written or unwritten) from any suppliers of goods and services to the Business (the "Suppliers") that any such Supplier will not taken continue to supply the current level and type of goods currently being provided by such Supplier to Seller on similar terms and conditions; (xi) Any adverse relationships or conditions with vendors or customers that may have a Material Adverse Effect on the Business or the Assets; (xii) Any waivers of any action rights relating to the Business of substantial value by Seller; (xiii) Any other event or condition of any character which would or could have a Material Adverse Affect, or may reasonably be expected to causehave such an Effect, or fail to take any reasonable action to prevent, any change in employee relations which has or is reasonably likely to have a material effect on the productivity, Assets or the financial condition, results of operations operations, prospects or financial condition of the Company Group or the relationships between the employees of the Company Group and the management of the Company Group;Seller; or (fxiv) there has not been Any purchase or lease of or any change by the Company Group in accounting methods, principles or practices; (g) there has not been any issuance, transfer, sale, Encumbrance, redemption, repurchase or gift of any Common Stock, Preferred Stock or other Capital Stock of the Company Group or of any phantom stock, option, security convertible into or right agreements to purchase any such Common Stock, Preferred Stock or other Capital Stock; (h) there has not been any dividend or distribution lease capital assets relating to the Business by the Company Group (whether in cash, equity interests or other property); (i) the Company Group has not made any acquisition, transfer, disposition or sale of, or licensed, sub-licensed, abandoned, failed to maintain or permitted to lapse, any material asset of the Company Group other than in the ordinary course of business consistent with past practices of the Company Group; (j) the Company Group has not (i) acquired by merger or consolidation with, or purchased substantially all of the equity interests or assets of, any business or Person, (ii) made any investment in the securities (including debt instruments) of any Person or (iii) merged or consolidated with any Person; (k) other than the Encumbrances listed on Section 4.15(a) of the Sellers Disclosure Schedule, the Company Group has not mortgaged, granted a security interest in, pledged or subjected to Encumbrance (other than Permitted Encumbrances) any assets of the Company Group; (l) the Company Group has not (i) incurred or assumed any indebtedness for borrowed money other than advances drawn by the Company Group in the ordinary course of its business from its lines of credit and credit facilities existing on the date of this Agreement, or (ii) made any loans or advances to any Person; (m) the Company Group has not created any Subsidiary; (n) the Company Group has not instituted, settled or agreed to settle any Proceedings; (o) the Company Group has not made any commitment for any capital expenditure Seller in excess of Two Hundred Thousand Dollars ($200,000) 50,000 individually, or in excess of $150,000 in the aggregate; (p) other than any Material Contracts entered into prior to the date of this Agreement, the Company Group has not entered into any Material Contract other than those entered into in the ordinary course of business consistent with past practices of the Company Group, and the Company Group has not amended, modified, renewed or terminated any Material Contract (other than any such amendment, modification, renewal or termination that occurred prior to the date of this Agreement); (q) the Company Group has not renewed or entered into any non-compete, exclusivity, non-solicitation or other agreement that restricts or limits, in any material respect, the operations of the Company Group (or Buyer or any of its Affiliates) after consummation of the Closing; (r) the Company Group has not disclosed any trade secrets or other proprietary and confidential information to any Person that is not subject to a written confidentiality and non-disclosure agreement; (s) with respect to the Company Group, there has been no new, change in or revocation of any Tax election; settlement or compromise of any claim, notice, audit report or assessment in respect of Taxes; change in any annual Tax accounting period, adoption or change in any method of Tax accounting; filing of any amended Tax Return; entrance into any tax allocation agreement, tax sharing agreement, tax indemnity agreement or closing agreement relating to any Tax; surrender of any right to claim a material Tax refund; or consent to any extension or waiver of the statute of limitations period applicable to any Tax claim or assessment; (t) the Company Group has operated, maintained, insured, repaired and otherwise preserved the Real Property substantially in accordance with past practice of the Company Group, and performed all obligations of the Company Group as tenant under the Real Property Leases; and (u) the Company Group has not authorized, agreed or entered into any Contract or commitment to take any of the types of action described in subsections (a) through (u) above.

Absence of Certain Changes and Events. Except (a) Since the Reference Balance Sheet Date, there has not been any Material Adverse Effect. (b) Since the Reference Balance Sheet Date, (i) the Company has conducted the Business in the ordinary course of business and paid or satisfied its obligations and liabilities in the ordinary course of business; and (ii) the Company has used commercially reasonable efforts to (A) preserve intact the current business organization of the Company; (B) maintain, keep and preserve its assets and properties in good condition and repair in accordance with past practices; (C) keep available the services of the Company's officers, employees, and agents; (D) maintain the Company's relations and goodwill with landlords, suppliers, customers, creditors, employees, agents and others having business relationships with the Company; and (E) maintain its books and records consistent with practices and applicable Legal Requirements. (c) Since the Reference Balance Sheet Date, the Company has not taken (or omitted to take) any of the following actions, directly or indirectly: (i) (A) amend the Company's memorandum and articles of association; (B) issue, sell, repurchase, redeem or acquire any Company Shares, or grant or enter into any rights, warrants, options, agreements or commitments with respect to the issuance of such shares or such equity interests other than issuance of Options to service providers of the Company or issuance of Common Shares upon the exercise of outstanding Options or Warrants; or (C) split, combine, subdivide or reclassify any Company Shares; (ii) grant any increase in the base compensation of, or pay or grant any severance or termination pay or benefits, any employee of the Company or hire any employee; (iii) adopt, amend or increase the payments or benefits under any Employee Benefit Plan other than as otherwise contemplated required by this Agreement any applicable Legal Requirement; (iv) enter into, amend, terminate, renew or as assign (A) any employment or consulting contract; (B) any real property or personal property lease; or (C) any other Material Company Contract (except to the extent set forth on Section 4.07 2.14(a) of the Sellers Disclosure Schedule, since March 31, 2012:); (av) acquire assets outside of the Business has been conducted ordinary course of business or in excess of fifteen thousand dollars ($15,000), individually, or thirty thousand dollars ($30,000), in the aggregate, in any transaction, including, without limitation, acquire any business, whether by merger, consolidation, the purchase of a substantial portion of the assets or equity interests of such business or otherwise, (vi) sell, lease or otherwise dispose of, or permit any Encumbrance upon, any assets or properties of the Company other than sales or licenses of Company Products to customers in the ordinary course, substantially in the manner that such Business was heretofore conducted course of business and in material compliance with applicable LawPermitted Encumbrances; (bvii) no circumstancefail to spend funds for any budgeted capital expenditures, conditionor make any capital expenditures outside the scope of the budget of the Company delivered to Parent prior to the date hereof; (viii) incur, event assume or guaranty any Indebtedness or capitalized lease obligations or make any loans, advances or capital contributions to, or investments in, any other Person; (ix) cancel, compromise, waive or release any right or claim (or series of related rights and claims) involving more than twenty thousand dollars ($20,000); (x) commence, compromise or settle any Proceeding; (xi) make any change has occurred in connection with its accounts payable (including commissions) or accounts receivable terms, systems, policies or procedures including, without limitation: (i) taking (or omitting to take) any action that has had or would reasonably be expected to havehave the effect of accelerating revenues or accelerating cash receipts to pre-Closing periods that would otherwise be expected to take place or be incurred in post-Closing periods, individually (ii) delaying or in postponing the aggregate, a Material Adverse Effectpayment of any accounts payable (including commissions) inconsistent with the Company's historical practices or (iii) accelerating the collection of or discounting any accounts receivable; (cxii) none of the Constitutional Documents of any member of the Company Group has been amended; (d) the Company Group has not (i) hired declare, set aside or terminated any employee, consultant or manager (other than any such hire or termination that occurred prior to the date of this Agreement); (ii) increased or established, or committed to increase or establish, whether orally or in writing, any form of compensation or benefits payable or to become payable by the Company Group to its officers, directors, consultants, employees or other service providers, including, without limitation, pursuant to any Employee Plan; (iii) adopted, entered into, established, amended, modified, or terminated any Employee Plan (other than any such adoption, entrance into, establishment, amendment, modification or termination that occurred prior to the date of this Agreement); (iv) accelerated the vesting or payment of any compensation or benefits under any Employee Plan (other than as required under any Employee Plan pursuant to terms of such Employee Plan in existence as of the date hereof); or (v) granted any cash bonus, incentive, performance or other incentive compensation; (e) the Company Group has not taken any action which could reasonably be expected to cause, or fail to take any reasonable action to prevent, any change in employee relations which has or is reasonably likely to have a material effect on the productivity, the financial condition, results of operations of the Company Group or the relationships between the employees of the Company Group and the management of the Company Group; (f) there has not been any change by the Company Group in accounting methods, principles or practices; (g) there has not been any issuance, transfer, sale, Encumbrance, redemption, repurchase or gift of any Common Stock, Preferred Stock or other Capital Stock of the Company Group or of any phantom stock, option, security convertible into or right to purchase any such Common Stock, Preferred Stock or other Capital Stock; (h) there has not been pay any dividend or other distribution by the Company Group (whether in cash, equity interests securities or property or other property)combination thereof) in respect of any shares of the Company; (ixiii) fail to keep in full force and effect the Company Group has not made any acquisition, transfer, disposition or sale of, or licensed, sub-licensed, abandoned, failed to maintain or permitted to lapse, any material asset insurance policies set forth on Section 2.13 of the Disclosure Schedule; (xiv) make any change in its accounting methods; (xv) enter into any assignment, license, indemnification or other agreement with respect to any Intellectual Property, except with respect to sales or licenses of Company Group other than Products in the ordinary course of business consistent with past practices of the Company Groupbusiness; (jxvi) the Company Group has not (i) acquired by merger or consolidation withcease from making all proper accruals for Taxes, or purchased substantially all deferred commissions, vacation and other customary accruals of the equity interests or assets ofCompany, any business or Person, (ii) made any investment in the securities (including debt instruments) of any Person or (iii) merged or consolidated each case in accordance with any PersonGAAP and applicable Legal Requirements; (kxvii) other than the Encumbrances listed on Section 4.15(a) of the Sellers Disclosure Schedule, the Company Group has not mortgaged, granted a security interest in, pledged make or subjected to Encumbrance (other than Permitted Encumbrances) any assets of the Company Group; (l) the Company Group has not (i) incurred or assumed any indebtedness for borrowed money other than advances drawn by the Company Group in the ordinary course of its business from its lines of credit and credit facilities existing on the date of this Agreement, or (ii) made any loans or advances to any Person; (m) the Company Group has not created any Subsidiary; (n) the Company Group has not instituted, settled or agreed to settle any Proceedings; (o) the Company Group has not made any commitment for any capital expenditure in excess of Two Hundred Thousand Dollars ($200,000) in the aggregate; (p) other than any Material Contracts entered into prior to the date of this Agreement, the Company Group has not entered into any Material Contract other than those entered into in the ordinary course of business consistent with past practices of the Company Group, and the Company Group has not amended, modified, renewed or terminated any Material Contract (other than any such amendment, modification, renewal or termination that occurred prior to the date of this Agreement); (q) the Company Group has not renewed or entered into any non-compete, exclusivity, non-solicitation or other agreement that restricts or limits, in any material respect, the operations of the Company Group (or Buyer or any of its Affiliates) after consummation of the Closing; (r) the Company Group has not disclosed any trade secrets or other proprietary and confidential information to any Person that is not subject to a written confidentiality and non-disclosure agreement; (s) with respect to the Company Group, there has been no new, change in or revocation of any Tax election; settlement or compromise of any claim, notice, audit report or assessment in respect of Taxes; change in any annual Tax accounting period, adoption or change in any method of Tax accounting; filing of file any amended Tax Return; entrance , enter into any tax allocation closing agreement, tax sharing agreement, tax indemnity agreement settle any Tax claim or closing agreement assessment relating to any Tax; the Company, surrender of any right to claim a material Tax refund; or refund of Taxes, consent to any extension or waiver of the statute of limitations limitation period applicable to any Tax claim or assessment; (t) assessment relating to the Company Group has operatedCompany, maintainedor take any other similar action relating to the filing of any Tax Return or the payment of any Tax, insuredif such election, repaired and otherwise preserved adoption, change, amendment, agreement, settlement, surrender, consent or other action would have the Real Property substantially in accordance with past practice effect of increasing the Tax liability of the Company Group, and performed all obligations for any period ending after the Closing Date or decreasing any Tax attribute of the Company Group as tenant under existing on the Real Property LeasesClosing Date; andor (uxviii) the Company Group has not authorized, agreed authorize or entered enter into any Contract agreement, understanding or commitment commitment, whether oral or written, to take do any of the types of action described in subsections (a) through (u) aboveforegoing.

Absence of Certain Changes and Events. Except as otherwise contemplated by this Agreement or as set forth disclosed on Section 4.07 of the Sellers Disclosure ScheduleSchedule 2.08, since March 31, 2012the Financial Statement Date: (a) Sellers have not incurred any material obligation or liability with respect to the Business or the Assets, and the Business Subsidiary has been conducted not incurred any material obligation or liability, except in each case for obligations and liabilities incurred in the ordinary course, substantially in the manner that such Business was heretofore conducted and in material compliance with applicable Lawcourse of business; (b) no circumstancecasualty, condition, event loss or change damage has occurred with respect to any of the Assets (or any assets which would be included in the Assets but for such casualty, loss or damage), whether or not covered by insurance; (c) neither Sellers (with respect to the Business or the Assets) nor the Business Subsidiary has sold, transferred or otherwise disposed of any of its properties or assets or any interest therein, or agreed to do any of the foregoing, except for sales of inventory and consumption of material and component parts in the ordinary course of business; (d) no Seller Party has written down the value of any of the Assets, except in each case in the ordinary course of business and at a rate no greater than during the 12-month period ending on the Financial Statement Date; (e) neither Sellers (with respect to the Business or the Assets) nor the Business Subsidiary has waived or released any of its rights or permitted any of such rights to lapse; (f) neither Sellers (with respect to the Business) nor the Business Subsidiary has granted, or has committed to grant, any salary or wage increases to any of its employees; (g) neither Sellers (with respect to the Business or the Assets) nor the Business Subsidiary has made, or committed to make, any capital expenditures in excess of $10,000 in the aggregate; (h) no Seller Party has introduced any material change with respect to the Business, including without limitation with respect to the products or services it sells, the areas in which such products or services are sold, its methods of manufacturing or distributing its products, the levels of inventory that it maintains, its marketing techniques or its accounting methods; and (i) no event has had or would reasonably be expected to haveoccurred and no condition exists which, individually or in the aggregate, has had, or to Sellers' knowledge is likely to have, a Material Adverse Effect; (c) none of the Constitutional Documents of any member of the Company Group has been amended; (d) the Company Group has not (i) hired or terminated any employee, consultant or manager (other than any such hire or termination that occurred prior to the date of this Agreement); (ii) increased or established, or committed to increase or establish, whether orally or in writing, any form of compensation or benefits payable or to become payable by the Company Group to its officers, directors, consultants, employees or other service providers, including, without limitation, pursuant to any Employee Plan; (iii) adopted, entered into, established, amended, modified, or terminated any Employee Plan (other than any such adoption, entrance into, establishment, amendment, modification or termination that occurred prior to the date of this Agreement); (iv) accelerated the vesting or payment of any compensation or benefits under any Employee Plan (other than as required under any Employee Plan pursuant to terms of such Employee Plan in existence as of the date hereof); or (v) granted any cash bonus, incentive, performance or other incentive compensation; (e) the Company Group has not taken any action which could reasonably be expected to cause, or fail to take any reasonable action to prevent, any change in employee relations which has or is reasonably likely to have a material effect on the productivity, the financial condition, results of operations of the Company Group or the relationships between the employees of the Company Group and the management of the Company Group; (f) there has not been any change by the Company Group in accounting methods, principles or practices; (g) there has not been any issuance, transfer, sale, Encumbrance, redemption, repurchase or gift of any Common Stock, Preferred Stock or other Capital Stock of the Company Group or of any phantom stock, option, security convertible into or right to purchase any such Common Stock, Preferred Stock or other Capital Stock; (h) there has not been any dividend or distribution by the Company Group (whether in cash, equity interests or other property); (i) the Company Group has not made any acquisition, transfer, disposition or sale of, or licensed, sub-licensed, abandoned, failed to maintain or permitted to lapse, any material asset of the Company Group other than in the ordinary course of business consistent with past practices of the Company Group; (j) the Company Group has not (i) acquired by merger or consolidation with, or purchased substantially all of the equity interests or assets of, any business or Person, (ii) made any investment in the securities (including debt instruments) of any Person or (iii) merged or consolidated with any Person; (k) other than the Encumbrances listed on Section 4.15(a) of the Sellers Disclosure Schedule, the Company Group has not mortgaged, granted a security interest in, pledged or subjected to Encumbrance (other than Permitted Encumbrances) any assets of the Company Group; (l) the Company Group has not (i) incurred or assumed any indebtedness for borrowed money other than advances drawn by the Company Group in the ordinary course of its business from its lines of credit and credit facilities existing on the date of this Agreement, or (ii) made any loans or advances to any Person; (m) the Company Group has not created any Subsidiary; (n) the Company Group has not instituted, settled or agreed to settle any Proceedings; (o) the Company Group has not made any commitment for any capital expenditure in excess of Two Hundred Thousand Dollars ($200,000) in the aggregate; (p) other than any Material Contracts entered into prior to the date of this Agreement, the Company Group has not entered into any Material Contract other than those entered into in the ordinary course of business consistent with past practices of the Company Group, and the Company Group has not amended, modified, renewed or terminated any Material Contract (other than any such amendment, modification, renewal or termination that occurred prior to the date of this Agreement); (q) the Company Group has not renewed or entered into any non-compete, exclusivity, non-solicitation or other agreement that restricts or limits, in any material respect, the operations of the Company Group (or Buyer or any of its Affiliates) after consummation of the Closing; (r) the Company Group has not disclosed any trade secrets or other proprietary and confidential information to any Person that is not subject to a written confidentiality and non-disclosure agreement; (s) with respect to the Company Group, there has been no new, change in or revocation of any Tax election; settlement or compromise of any claim, notice, audit report or assessment in respect of Taxes; change in any annual Tax accounting period, adoption or change in any method of Tax accounting; filing of any amended Tax Return; entrance into any tax allocation agreement, tax sharing agreement, tax indemnity agreement or closing agreement relating to any Tax; surrender of any right to claim a material Tax refund; or consent to any extension or waiver of the statute of limitations period applicable to any Tax claim or assessment; (t) the Company Group has operated, maintained, insured, repaired and otherwise preserved the Real Property substantially in accordance with past practice of the Company Group, and performed all obligations of the Company Group as tenant under the Real Property Leases; and (u) the Company Group has not authorized, agreed or entered into any Contract or commitment to take any of the types of action described in subsections (a) through (u) above.

Absence of Certain Changes and Events. Except as otherwise contemplated by this Agreement or as set forth on Section 4.07 ------------------------------------- in Schedule 3.20 and except for the Company Reorganization and any changes ------------- required in order for the Company to obtain and preserve its status as a REIT, since the date of the Sellers Disclosure ScheduleMost Recent Balance Sheet, since March 31the Company and its Subsidiaries have conducted their businesses in the ordinary course of business consistent with past practice, 2012: and there is not and has not been: (a) any Material Adverse Change to the Business has been conducted Company or its Subsidiaries taken as a whole, (b) any distribution or dividend made by the Company or its Subsidiaries, except for distributions or dividends required to be made by the Company to obtain and preserve its status as a REIT, (c) any material repurchase of equity securities by the Company or any of its Subsidiaries, (d) any payment or increase by the Company or its Subsidiaries of any salaries or other compensation to any shareholder, director, officer or (except in the ordinary coursecourse of business consistent with past practice) employee or entry into any employment, substantially in the manner that such Business was heretofore conducted and in material compliance with applicable Law; (b) no circumstance, condition, event or change has occurred that has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (c) none of the Constitutional Documents of any member of the Company Group has been amended; (d) the Company Group has not (i) hired or terminated any employee, consultant or manager (other than any such hire or termination that occurred prior to the date of this Agreement); (ii) increased or establishedseverance, or committed to increase similar contract with any director, officer or establish, whether orally or in writing, any form of compensation or benefits payable or to become payable by the Company Group to its officers, directors, consultants, employees or other service providers, including, without limitation, pursuant to any Employee Plan; (iii) adopted, entered into, established, amended, modified, or terminated any Employee Plan (other than any such adoption, entrance into, establishment, amendment, modification or termination that occurred prior to the date of this Agreement); (iv) accelerated the vesting or payment of any compensation or benefits under any Employee Plan (other than as required under any Employee Plan pursuant to terms of such Employee Plan in existence as of the date hereof); or (v) granted any cash bonus, incentive, performance or other incentive compensation; (e) the Company Group has not taken any action which could reasonably be expected to cause, or fail to take any reasonable action to prevent, any change in employee relations which has or is reasonably likely to have a material effect on the productivity, the financial condition, results of operations of the Company Group or the relationships between the employees of the Company Group and the management of the Company Group; (f) there has not been any change by the Company Group in accounting methods, principles or practices; (g) there has not been any issuance, transfer, sale, Encumbrance, redemption, repurchase or gift of any Common Stock, Preferred Stock or other Capital Stock of the Company Group or of any phantom stock, option, security convertible into or right to purchase any such Common Stock, Preferred Stock or other Capital Stock; (h) there has not been any dividend or distribution by the Company Group (whether in cash, equity interests or other property); (i) the Company Group has not made any acquisition, transfer, disposition or sale of, or licensed, sub-licensed, abandoned, failed to maintain or permitted to lapse, any material asset of the Company Group other than in the ordinary course of business consistent with past practices practices, (e) any adoption of, increase in the payments to or benefits under, any profit sharing, deferred compensation, savings, insurance, pension, retirement or other employee benefit plan for or with any employees of the Company Group; (j) the Company Group has not (i) acquired by merger or consolidation with, or purchased substantially all of the equity interests or assets of, any business or Person, (ii) made any investment in the securities (including debt instruments) of any Person or (iii) merged or consolidated with any Person; (k) its Subsidiaries other than the Encumbrances listed on Section 4.15(a) of the Sellers Disclosure Schedule, the Company Group has not mortgaged, granted a security interest in, pledged or subjected to Encumbrance (other than Permitted Encumbrances) any assets of the Company Group; (l) the Company Group has not (i) incurred or assumed any indebtedness for borrowed money other than advances drawn by the Company Group in the ordinary course of its business from its lines of credit and credit facilities existing on the date of this Agreement, or (ii) made any loans or advances to any Person; (m) the Company Group has not created any Subsidiary; (n) the Company Group has not instituted, settled or agreed to settle any Proceedings; (o) the Company Group has not made any commitment for any capital expenditure in excess of Two Hundred Thousand Dollars ($200,000) in the aggregate; (p) other than any Material Contracts entered into prior to the date of this Agreement, the Company Group has not entered into any Material Contract other than those entered into in the ordinary course of business consistent with past practices of practices, (f) any condition, event or occurrence which could reasonably be expected to prevent or materially delay the Company Group, and Company's consummating the Company Group has not amended, modified, renewed transactions contemplated by this Agreement or terminated any Material Contract (other than any such amendment, modification, renewal or termination that occurred prior to the date of this Agreement); (qg) the Company Group has not renewed or entered into any non-compete, exclusivity, non-solicitation or other agreement that restricts or limits, in any material respect, the operations of the Company Group (or Buyer or any of its Affiliates) after consummation of the Closing; (r) the Company Group has not disclosed any trade secrets or other proprietary and confidential information to any Person that is not subject to a written confidentiality and non-disclosure agreement; (s) with respect to the Company Group, there has been no new, change in accounting methods, principles or revocation of any Tax election; settlement or compromise of any claim, notice, audit report or assessment in respect of Taxes; change in any annual Tax accounting period, adoption or change in any method of Tax accounting; filing of any amended Tax Return; entrance into any tax allocation agreement, tax sharing agreement, tax indemnity agreement or closing agreement relating to any Tax; surrender of any right to claim a material Tax refund; or consent to any extension or waiver of the statute of limitations period applicable to any Tax claim or assessment; (t) the Company Group has operated, maintained, insured, repaired and otherwise preserved the Real Property substantially in accordance with past practice of the Company Group, and performed all obligations of the Company Group as tenant under the Real Property Leases; and (u) the Company Group has not authorized, agreed or entered into any Contract or commitment to take any of the types of action described in subsections (a) through (u) aboveits Subsidiaries.

Absence of Certain Changes and Events. Except as otherwise contemplated by this Agreement or as set forth on Section 4.07 of the Sellers Disclosure Schedule, since March Since December 31, 2012: (a) 2009 through the Business has been conducted in the ordinary coursedate hereof, substantially in the manner that such Business was heretofore conducted and in material compliance with applicable Law; (b) no circumstance, condition, event or change has occurred that has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (c) none of the Constitutional Documents of any member of the Company Group has been amended; (d) the Company Group has not except (i) hired as disclosed or terminated any employeeon Schedule 3.17, consultant or manager (other than any such hire or termination that occurred prior to the date of this Agreement); (ii) increased in connection with the formation or established, or committed to increase or establish, whether orally or in writing, any form of compensation or benefits payable or to become payable by the Company Group to its officers, directors, consultants, employees or other service providers, including, without limitation, pursuant to any Employee Plan; (iii) adopted, entered into, established, amended, modified, or terminated any Employee Plan (other than any such adoption, entrance into, establishment, amendment, modification or termination that occurred prior to the date of this Agreement); (iv) accelerated the vesting or payment financing of any compensation or benefits under any Employee Plan (other than as required under any Employee Plan pursuant to terms of such Employee Plan in existence as of the date hereof); or (v) granted any cash bonus, incentive, performance or other incentive compensation; (e) the Company Group has not taken any action which could reasonably be expected to cause, or fail to take any reasonable action to prevent, any change in employee relations which has or is reasonably likely to have a material effect on the productivity, the financial condition, results of operations of the Company Group or the relationships between the employees of the Company Group and the management of the Company Group; (f) there has not been any change by the Company Group in accounting methods, principles or practices; (g) there has not been any issuance, transfer, sale, Encumbrance, redemption, repurchase or gift of any Common Stock, Preferred Stock or other Capital Stock of the Company Group or of any phantom stock, option, security convertible into or right to purchase any such Common Stock, Preferred Stock or other Capital Stock; (h) there has not been any dividend or distribution by the Company Group (whether in cash, equity interests or other property); (i) the Company Group has not made any acquisition, transfer, disposition or sale of, or licensed, sub-licensed, abandoned, failed to maintain or permitted to lapse, any material asset of the Company Group other than Clinic Subsidiary in the ordinary course of business consistent with past practices and (iii) for the transactions expressly contemplated hereby: (a) there has not been any change in the issued and outstanding shares of capital stock or equity interests of the Company GroupEntities or any grant of any Equity Rights of the Company Entities; (jb) there has not been any amendment, modification or supplement to the Company Entities’ Organizational Documents; (c) there has not been any grant of any registration rights with respect to the equity interests of the Company Entities; (d) the Company Group has Entities have not made any acquisition (i) acquired by merger or consolidation withmerger, consolidation, or purchased substantially all acquisition of the equity interests or assets of, any business or Person, (ii) made any investment in the securities (including debt instrumentsassets) of any Person or (iii) merged or consolidated with any Person; (ke) the Company Entities have not canceled or compromised any material Indebtedness; (f) the Company Entities have not created any Encumbrances on any of their respective assets, rights or properties, other than the Encumbrances listed on Section 4.15(aPermitted Exceptions; (g) of the Sellers Disclosure Schedule, the Company Group has Entities have not mortgagedsold, granted a security interest inassigned, pledged licensed, pledged, disposed of or subjected to Encumbrance transferred any of their assets, rights, equity interests (other than Permitted Encumbrancespursuant to an exercise of existing Options and/or Warrants) any assets or properties except for the sale of the Company Group; (l) the Company Group has not (i) incurred or assumed any indebtedness for borrowed money other than advances drawn by the Company Group in the ordinary course of its business from its lines of credit and credit facilities existing on the date of this Agreement, or (ii) made any loans or advances inventory to any Person; (m) the Company Group has not created any Subsidiary; (n) the Company Group has not instituted, settled or agreed to settle any Proceedings; (o) the Company Group has not made any commitment for any capital expenditure in excess of Two Hundred Thousand Dollars ($200,000) in the aggregate; (p) other than any Material Contracts entered into prior to the date of this Agreement, the Company Group has not entered into any Material Contract other than those entered into customers in the ordinary course of business consistent with past practices and except for any such assets having an aggregate value of less than $150,000; (h) the Company Group, and the Company Group has Entities have not amended, modified, renewed entered into or terminated any Material Contract (other than Contract, amended or otherwise modified or waived any such amendment, modification, renewal or termination that occurred prior to of the date material terms of this Agreement)any Material Contract; (qi) the Company Group has not renewed released any Person who had been seeking to acquire capital stock or entered into any non-compete, exclusivity, non-solicitation equity interests or other agreement that restricts or limits, in any material respect, a significant portion of the operations assets of the Company Group (from any confidentiality or Buyer similar agreement or modified or waived any material provision of its Affiliates) after consummation of the Closingany such agreement with such Person; (rj) the Company Group has Entities have not disclosed any trade secrets or other proprietary and confidential information to released any Person that is not subject to from any confidentiality or similar agreement or modified or waived any provision of any such agreement in a written confidentiality and non-disclosure agreementmanner outside of the ordinary course of business; (sk) with respect to the Company GroupEntities have not changed their independent public accountants, there changed their accounting methods or accounting practices or changed their depreciation or amortization policies or rates; (l) Company has been no newnot declared, change in set aside, made or revocation of paid any Tax election; settlement dividend or compromise of any claim, notice, audit report or assessment other distribution in respect of Taxes; change in any annual Tax accounting period, adoption capital stock or change in any method equity interests of Tax accounting; filing of any amended Tax Return; entrance into any tax allocation agreement, tax sharing agreement, tax indemnity agreement or closing agreement relating to any Tax; surrender of any right to claim a material Tax refund; or consent to any extension or waiver of the statute of limitations period applicable to any Tax claim or assessmentCompany; (tm) the Company Group Entities have not taken any other action or omitted to take any other action, nor has operatedthere occurred any other event, maintainedthat would have required the consent of Buyer under Sections 5.3(b) through 5.3(e), insured5.3(g), repaired and otherwise preserved the Real Property substantially in accordance with past practice of the Company Group5.3(i), and performed all obligations of the Company Group as tenant under the Real Property Leases5.3(m) through 5.3(o), 5.3(q) or 5.3(s); and (un) the Company Group has Entities have not authorized, agreed or entered into any Contract agreement or made any commitment to take any of the types of action actions described in any of subsections (a) through (u) aboveset forth in this Section 3.17.

Absence of Certain Changes and Events. Except as otherwise contemplated by this Agreement or as set forth on Section 4.07 Since the date of the Sellers Disclosure Schedule2006 Balance Sheet through the Effective Date, since March 31, 2012except as disclosed in the Unaudited Financial Statements or on Schedule 4.17 and except for the transactions contemplated hereby: (a) the Business Company has been conducted in the ordinary course, substantially in the manner that such Business was heretofore conducted and in material compliance with applicable Lawnot issued any ownership interest or other right to purchase any equity; (b) no circumstancethere has not been any amendment to Silver Brands Organizational Documents, conditionthe VDW GP Organizational Documents, event the VDW Investors Organizational Documents or change has occurred that has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse EffectCompany’s Organizational Documents; (c) none except in the ordinary course of business, the Constitutional Documents Company has not (i) incurred any Indebtedness, (ii) issued any debt securities, or (iii) assumed or guaranteed or otherwise become responsible for any Indebtedness of any member of the Company Group has been amendedPerson; (d) the Company Group has not made any acquisition (i) hired or terminated any employeeby merger, consultant or manager (other than any such hire or termination that occurred prior to the date of this Agreement); (ii) increased or establishedconsolidation, or committed to increase acquisition of stock or establishassets) of any corporation, whether orally or in writing, any form of compensation or benefits payable or to become payable by the Company Group to its officers, directors, consultants, employees partnership or other service providers, including, without limitation, pursuant to any Employee Plan; (iii) adopted, entered into, established, amended, modified, business organization or terminated any Employee Plan (other than any such adoption, entrance into, establishment, amendment, modification or termination that occurred prior to the date of this Agreement); (iv) accelerated the vesting or payment of any compensation or benefits under any Employee Plan (other than as required under any Employee Plan pursuant to terms of such Employee Plan in existence as of the date hereof); or (v) granted any cash bonus, incentive, performance or other incentive compensationdivision thereof; (e) the Company Group has not taken canceled or compromised any action which could reasonably be expected to causematerial Indebtedness or claim, or fail to take any reasonable action to prevent, any change in employee relations which has waived or is reasonably likely to have a material effect on the productivity, the financial condition, results of operations of the Company Group or the relationships between the employees of the Company Group and the management of the Company Group; (f) there has not been any change by the Company Group in accounting methods, principles or practices; (g) there has not been any issuance, transfer, sale, Encumbrance, redemption, repurchase or gift of any Common Stock, Preferred Stock or other Capital Stock of the Company Group or of any phantom stock, option, security convertible into or right to purchase any such Common Stock, Preferred Stock or other Capital Stock; (h) there has not been any dividend or distribution by the Company Group (whether in cash, equity interests or other property); (i) the Company Group has not made any acquisition, transfer, disposition or sale of, or licensed, sub-licensed, abandoned, failed to maintain or permitted to lapse, released any material asset right of the Company Group value or collected or compromised any material accounts receivable other than in the ordinary course of business consistent business; (f) the Company has not created any Encumbrances on any such assets, other than Permitted Exceptions; (g) the Company has not sold, assigned or transferred any of its tangible assets except in the ordinary course of business; (h) except as set forth on Schedule 4.17(h), the Company has not entered into any contract that would be a Material Contract or into any written employment or severance agreement with past practices any of the employees of the Company Groupor any collective bargaining agreement, nor, except in the ordinary course of business, made any changes in the rate of compensation, commission, bonus or other direct or indirect remuneration payable, whether as bonus, extra compensation, pension or severance or vacation pay or otherwise, to any director, officer, employee, salesman, distributor or agent, nor adopted, increased the benefits under, terminated, amended or otherwise modified any Benefit Plan. (i) the Company has not made any material change in any method of accounting, other than any such changes required by GAAP; (j) the Company Group has not (i) acquired by merger or consolidation with, or purchased substantially all of the equity interests or assets of, any business or Person, (ii) made any investment in the securities (including debt instruments) of any Person or (iii) merged or consolidated with any Person; (k) other than the Encumbrances listed on Section 4.15(a) of the Sellers Disclosure Schedule, the Company Group has not mortgaged, granted a security interest in, pledged or subjected to Encumbrance (other than Permitted Encumbrances) any assets of the Company Group; (l) the Company Group has not (i) incurred or assumed any indebtedness for borrowed money other than advances drawn by the Company Group in the ordinary course of its business from its lines of credit and credit facilities existing on the date of this Agreement, or (ii) made any loans or advances to any Person; (m) the Company Group has not created any Subsidiary; (n) the Company Group has not instituted, settled or agreed to settle any Proceedings; (o) the Company Group has not made any commitment for any capital expenditure in excess of Two Hundred Thousand Dollars ($200,000) in the aggregate; (p) other than any Material Contracts entered into prior to the date of this Agreement, the Company Group has not entered into any Material Contract other than those entered into in the ordinary course of business consistent with past practices of the Company Group, and the Company Group has not amended, modified, renewed or terminated any Material Contract (other than any such amendment, modification, renewal or termination that occurred prior to the date of this Agreement); (q) the Company Group has not renewed or entered into any non-compete, exclusivity, non-solicitation or other agreement that restricts or limits, in any material respect, the operations of the Company Group (or Buyer or any of its Affiliates) after consummation of the Closing; (r) the Company Group has not disclosed any trade secrets or other proprietary and confidential information to any Person that is not subject to a written confidentiality and non-disclosure agreement; (s) with respect to the Company Group, there has been no new, change in or revocation of any Tax election; settlement or compromise of any claim, notice, audit report or assessment in respect of Taxes; change in any annual Tax accounting period, adoption or change in any method of Tax accounting; filing of any amended Tax Return; entrance into any tax allocation agreement, tax sharing agreement, tax indemnity agreement or closing agreement relating to made any Tax; surrender of any right to claim a material Tax refund; or consent to any extension or waiver of the statute of limitations period applicable to any Tax claim or assessment; (t) the Company Group has operated, maintained, insured, repaired and otherwise preserved the Real Property substantially in accordance with past practice of the Company Group, and performed all obligations of the Company Group as tenant under the Real Property Leases; and (u) the Company Group has not authorized, agreed or entered into any Contract or commitment to take any of the types of action actions described in any of subsections set forth above; (ak) through the Company has not sustained or incurred any material Loss with respect to the Business (uwhether or not insured against) aboveon account of fire, flood accident or other calamity which has materially interfered with or affected, or may materially interfere with or affect, the operation of the Business; and (l) the Business has been conducted only in the ordinary course of business.

Absence of Certain Changes and Events. Except as otherwise stated in Schedule 3.18 or as expressly contemplated by this Agreement or as set forth on Section 4.07 of the Sellers Disclosure ScheduleAgreement, since March 31September 30, 2012: 2010, each of Seller (awith respect to the Business) and the Company has conducted the Business has been conducted in the ordinary coursecourse consistent with past practice, substantially in the manner that such Business was heretofore conducted and in material compliance with applicable Law; (b) no circumstance, conditionthere has not been any change, event or change has occurred that circumstance with respect to the Company or the Business which has had or would may reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and neither the Seller nor the Company has (without limitation): (a) Paid any bonus or extraordinary compensation to any shareholder, director or officer of the Company, or entered into any severance agreement or other contract or agreement with any shareholder, director or officer of the Company; (b) Adopted any ERISA Plan or Employee Benefit Arrangement binding upon the Company; (c) none With respect to the Company, issued any voting securities, other than shares of capital stock issued to Seller in connection with the formation of the Constitutional Documents of any member of the Company Group has been amendedCompany; (d) the Company Group has not (i) hired or terminated any employee, consultant or manager (other than any such hire or termination that occurred prior With respect to the date of this Agreement); (ii) increased Company, merged with or established, or committed to increase or establish, whether orally or acquired capital stock in writing, any form of compensation or benefits payable or to become payable by the Company Group to its officers, directors, consultants, employees or other service providers, including, without limitation, pursuant to any Employee Plan; (iii) adopted, entered into, established, amended, modified, or terminated any Employee Plan (other than any such adoption, entrance into, establishment, amendment, modification or termination that occurred prior to the date of this Agreement); (iv) accelerated the vesting or payment of any compensation or benefits under any Employee Plan (other than as required under any Employee Plan pursuant to terms of such Employee Plan in existence as of the date hereof); or (v) granted any cash bonus, incentive, performance or other incentive compensationcorporation; (e) With respect to the Company Group has not taken Company, made any action which could reasonably be expected loan or advance under any loan to cause, or fail to take guaranteed any reasonable action to prevent, obligation of any change in employee relations which has or is reasonably likely to have a material effect on the productivity, the financial condition, results of operations of the Company Group or the relationships between the employees of the Company Group and the management of the Company GroupPerson; (f) there has not been Incurred or assumed any change by Indebtedness on behalf of the Company Group in accounting methods, principles or practicesother than consistent with past practice; (g) there has not been Made any issuancematerial change in the financial, transferTax, salemarketing, Encumbranceunderwriting, redemptionpricing, repurchase claims, risk retention, investment principles or gift of any Common Stock, Preferred Stock accounting or other Capital Stock of actuarial methods or practices employed by the Company Group except insofar as may have been required by law or of any phantom stock, option, security convertible into required or right to purchase any such Common Stock, Preferred Stock or other Capital Stockpermitted by a change in applicable accounting principles; (h) there has not been Made any dividend change in the methodology of allocating overhead or distribution by other costs to the Company Group (whether by any Affiliate of the Company or otherwise made any change in cash, equity interests the terms of any agreement or other property)arrangement between the Company and any Affiliate of the Company; (i) Made any amendment to the Company’s Organizational Documents; (j) Entered into, amended or otherwise modified any reinsurance contract affecting the Company Group has not made or its Business or terminated (other than an expiration) or commuted any acquisition, transfer, disposition or sale of, or licensed, sub-licensed, abandoned, failed to maintain or permitted to lapse, any material asset of reinsurance contract affecting the Company Group or its Business; (k) Made any payment, discharge, compromise or satisfaction of any claims, Liabilities or obligations associated with the Business or the Company other than in the ordinary course of business consistent with past practices of the Company Group; (j) the Company Group has not (i) acquired by merger or consolidation with, or purchased substantially all of the equity interests or assets of, any business or Person, (ii) made any investment in the securities (including debt instruments) of any Person or (iii) merged or consolidated with any Person; (k) other than the Encumbrances listed on Section 4.15(a) of the Sellers Disclosure Schedule, the Company Group has not mortgaged, granted a security interest in, pledged or subjected to Encumbrance (other than Permitted Encumbrances) any assets of the Company Grouppractice; (l) With respect to the Company Group has not (i) incurred Company, made or assumed terminated any indebtedness for borrowed money other than advances drawn by the Company Group in the ordinary course of its business from its lines of credit and credit facilities existing on the date of this AgreementTax election, filed any Tax ruling request or (ii) made similar document or taken any loans or advances to any Person;Tax Return position inconsistent with past practices; or (m) With respect to each of the Company Group has not created any Subsidiary; or Seller, increased or decreased its reserves for losses (nincluding IBNR) the Company Group has not instituted, settled or agreed to settle any Proceedings; (o) the Company Group has not made any commitment for any capital expenditure in excess of Two Hundred Thousand Dollars ($200,000) in the aggregate; (p) and loss adjustment expenses other than any Material Contracts entered into prior to the date of this Agreement, the Company Group has not entered into any Material Contract other than those entered into in the ordinary course of business in a manner consistent with past practices of the Company Group, and the Company Group has not amended, modified, renewed or terminated any Material Contract (other than any such amendment, modification, renewal or termination that occurred prior to the date of this Agreement)practice; (qn) the Company Group has not renewed Declared, set aside or entered into paid any non-compete, exclusivity, non-solicitation dividend or any other agreement that restricts or limits, distribution in any material respect, the operations respect of the Company Group (or Buyer or any of its Affiliates) after consummation capital stock of the ClosingCompany; (ro) the Company Group has not disclosed any trade secrets or other proprietary and confidential information to any Person that is not subject to a written confidentiality and non-disclosure agreement; (s) with respect to the Company Group, there has been no new, change in or revocation of any Tax election; settlement or compromise of any claim, notice, audit report or assessment in respect of Taxes; change in any annual Tax accounting period, adoption or change in any method of Tax accounting; filing of any amended Tax Return; entrance Entered into any tax allocation agreement, tax sharing agreement, tax indemnity agreement or closing agreement relating to any Tax; surrender of any right to claim a material Tax refund; or consent to any extension or waiver of the statute of limitations period applicable to any Tax claim or assessment; (t) the Company Group has operated, maintained, insured, repaired and otherwise preserved the Real Property substantially in accordance with past practice of the Company Group, and performed all obligations of the Company Group as tenant under the Real Property Leases; and (u) the Company Group has not authorized, agreed or entered into any Contract or commitment to take do any of the types foregoing. Each of action described in subsections (a) through (u) abovethe foregoing representations and warranties of this Section 3.18 excludes any changes resulting from transactions contemplated by this Agreement or the Assignment Agreement.

Absence of Certain Changes and Events. Except as otherwise contemplated by this Agreement or as set forth on Section 4.07 Agreement, between the date of the Sellers Disclosure Schedule, since March 31, 2012Financial Statements and the Closing: (a) the Business business of Seller has been conducted only in the ordinary course, course and substantially in the manner that such Business business was heretofore conducted conducted, and there has not been, except in material compliance the ordinary course and consistent with applicable Lawpast practice: (i) any purchase or other acquisition of property, any sale, lease or other disposition of property, or any expenditure in excess of $10,000 in the aggregate not disclosed on Schedule 3.04; (ii) any incurrence of liability in excess of $10,000 not disclosed on Schedule 3.04; (iii) any encumbrance or consent to encumbrance of any property or assets not disclosed on Schedule 3.04; (b) no circumstanceSeller has not entered into any agreement or transaction which, conditionbased upon the good faith application of its best business knowledge and experience, event has resulted or change has occurred that has had or would reasonably be expected to have, individually or will result in the aggregate, a Material Adverse Effecttransfer of assets for other than full and fair consideration; (c) none there has not been any undisclosed change in the condition (financial or otherwise), assets, liabilities, business, results of operations, licenses, permits, franchises or affairs of Seller which has or is likely to have a material adverse effect on the Constitutional Documents business, financial condition or results of any member operations of the Company Group has been amendedSeller; (d) the Company Group there has not been damage, destruction or casualty loss materially and adversely affecting the business, results of operations or financial condition of Seller; (e) there has not been (i) hired any increase in the rate or terminated any employee, consultant or manager (other than any such hire or termination that occurred prior to the date of this Agreement); (ii) increased or established, or committed to increase or establish, whether orally or in writing, any form terms of compensation or benefits payable or to become payable by the Company Group Seller to its directors, officers, key employees or commission sales personnel, except increases occurring in the ordinary course of business in accordance with its customary practices, (ii) any increase in the rate or terms of any bonus, insurance, pension or other employee benefit plan, payment or arrangement made to, for or with any such directors, consultantsofficers, key employees or other service providerscommission sales personnel, includingexcept increases occurring in the ordinary course of business in accordance with its customary practices, without limitation, pursuant to any Employee Plan; or (iii) adopted, entered into, established, amended, modified, any entering by Seller into any new employment agreement or terminated any Employee Plan (other than any such adoption, entrance into, establishment, amendment, modification or termination that occurred prior to of the date of this Agreement); (iv) accelerated the vesting or payment terms of any compensation or benefits under any Employee Plan (other than as required under any Employee Plan pursuant to terms of such Employee Plan in existence as of the date hereof); or (v) granted any cash bonus, incentive, performance or other incentive compensation; (e) the Company Group has not taken any action which could reasonably be expected to cause, or fail to take any reasonable action to prevent, any change in employee relations which has or is reasonably likely to have a material effect on the productivity, the financial condition, results of operations of the Company Group or the relationships between the employees of the Company Group and the management of the Company Groupexisting employment agreement; (f) there has not been any entry into any agreement, commitment or transaction (including, without limitation, any borrowing, capital lease, capital expenditure or capital financing) by Seller except in the ordinary course of business and consistent with the practices of Seller in the last fiscal year and except as otherwise disclosed on Schedule 3.04; (g) there has not been and will not have been any change by the Company Group Seller in accounting methods, principles or practices; (gh) to the best of Seller's knowledge, there has not been any issuance, transfer, sale, Encumbrance, redemption, repurchase or gift of any Common Stock, Preferred Stock or other Capital Stock of the Company Group or of any phantom stock, option, security convertible into or right to purchase any such Common Stock, Preferred Stock or other Capital Stock; (h) there has and will not have been any dividend threatened occurrence or distribution by the Company Group (whether in cash, equity interests or other property); (i) the Company Group has not made any acquisition, transfer, disposition or sale of, or licensed, sub-licensed, abandoned, failed to maintain or permitted to lapse, any material asset of the Company Group other than in the ordinary course of business consistent with past practices of the Company Group; (j) the Company Group has not (i) acquired by merger or consolidation with, or purchased substantially all of the equity interests or assets of, any business or Person, (ii) made any investment in the securities (including debt instruments) of any Person or (iii) merged or consolidated with any Person; (k) other than the Encumbrances listed on Section 4.15(a) of the Sellers Disclosure Schedule, the Company Group has not mortgaged, granted a security interest in, pledged or subjected to Encumbrance (other than Permitted Encumbrances) any assets of the Company Group; (l) the Company Group has not (i) incurred or assumed any indebtedness for borrowed money other than advances drawn by the Company Group in the ordinary course of its business from its lines of credit and credit facilities existing on the date of this Agreement, or (ii) made any loans or advances to any Person; (m) the Company Group has not created any Subsidiary; (n) the Company Group has not instituted, settled or agreed to settle any Proceedings; (o) the Company Group has not made any commitment for any capital expenditure in excess of Two Hundred Thousand Dollars ($200,000) in the aggregate; (p) other than any Material Contracts entered into prior development relating to the date business, operations, financial condition or affairs of this AgreementSeller which would materially and adversely affect the business, the Company Group has not entered into any Material Contract other than those entered into in the ordinary course operations, financial condition or affairs of business consistent with past practices of the Company Group, and the Company Group has not amended, modified, renewed or terminated any Material Contract (other than any such amendment, modification, renewal or termination that occurred prior to the date of this Agreement); (q) the Company Group has not renewed or entered into any non-compete, exclusivity, non-solicitation or other agreement that restricts or limits, in any material respect, the operations of the Company Group (or Buyer or any of its Affiliates) after consummation of the Closing; (r) the Company Group has not disclosed any trade secrets or other proprietary and confidential information to any Person that is not subject to a written confidentiality and non-disclosure agreement; (s) with respect to the Company Group, there has been no new, change in or revocation of any Tax election; settlement or compromise of any claim, notice, audit report or assessment in respect of Taxes; change in any annual Tax accounting period, adoption or change in any method of Tax accounting; filing of any amended Tax Return; entrance into any tax allocation agreement, tax sharing agreement, tax indemnity agreement or closing agreement relating to any Tax; surrender of any right to claim a material Tax refund; or consent to any extension or waiver of the statute of limitations period applicable to any Tax claim or assessment; (t) the Company Group has operated, maintained, insured, repaired and otherwise preserved the Real Property substantially in accordance with past practice of the Company Group, and performed all obligations of the Company Group as tenant under the Real Property Leases; and (u) the Company Group has not authorized, agreed or entered into any Contract or commitment to take any of the types of action described in subsections (a) through (u) aboveSeller.

Absence of Certain Changes and Events. Except as otherwise contemplated by this Agreement or Since the Balance Sheet Date, there has not been any Material Adverse Change. Without limiting the generality of the immediately preceding sentence, since the Balance Sheet Date, except as set forth on Section 4.07 5.9 of the Sellers Disclosure Schedule, since March 31, 2012: (a) the Business has been conducted in the ordinary course, substantially in the manner that such Business was heretofore conducted and in material compliance with applicable Law; (b) no circumstance, condition, event or change has occurred that has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (c) none of the Constitutional Documents of any member of the Company Group has been amended; (d) the Company Group has not (i) hired or terminated any employee, consultant or manager (other than any such hire or termination that occurred prior to the date of this Agreement); (ii) increased or established, or committed to increase or establish, whether orally or in writing, any form of compensation or benefits payable or to become payable by the Company Group to its officers, directors, consultants, employees or other service providers, including, without limitation, pursuant to any Employee Plan; (iii) adopted, entered into, established, amended, modified, or terminated any Employee Plan (other than any such adoption, entrance into, establishment, amendment, modification or termination that occurred prior to the date of this Agreement); (iv) accelerated the vesting or payment of any compensation or benefits under any Employee Plan (other than as required under any Employee Plan pursuant to terms of such Employee Plan in existence as of the date hereof); or (v) granted any cash bonus, incentive, performance or other incentive compensation; (e) the Company Group has not taken any action which could reasonably be expected to cause, or fail to take any reasonable action to prevent, any change in employee relations which has or is reasonably likely to have a material effect on the productivity, the financial condition, results of operations of the Company Group or the relationships between the employees of the Company Group and the management of the Company Group; (f) there has not been any change by the Company Group in accounting methods, principles or practices; (g) there has not been any issuance, transfer, sale, Encumbrance, redemption, repurchase or gift of any Common Stock, Preferred Stock or other Capital Stock of the Company Group or of any phantom stock, option, security convertible into or right to purchase any such Common Stock, Preferred Stock or other Capital Stock; (h) there has not been any dividend or distribution by the Company Group (whether in cash, equity interests or other property); (i) the Company Group has not made any acquisition, transfer, disposition or sale of, or licensed, sub-licensed, abandoned, failed to maintain or permitted to lapse, any material asset of the Company Group other than in the ordinary course of business consistent with past practices of the Company Group; (j) the Company Group has not (i) acquired by merger or consolidation with, or purchased substantially all of the equity interests or assets of, any business or Person, (ii) made any investment in the securities (including debt instruments) of any Person or (iii) merged or consolidated with any Person; (k) other than the Encumbrances listed on Section 4.15(a) of the Sellers Disclosure Schedule, the Company Group has not mortgagednot: (a) amended its Organizational Documents; (b) issued, sold or otherwise disposed of any of its Equity Interests or granted a security interest inany Commitments; (c) effected any recapitalization, pledged reclassification, stock split or subjected to Encumbrance like change in its capitalization; (d) incurred any Company Indebtedness other than Permitted Encumbrancesin the Ordinary Course of Business; (e) made any assets of material change in the Company Group’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, repayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of deposits; (f) entered into any Contract that would constitute a Material Contract; (g) accelerated, terminated, materially modified or cancelled any Material Contract; (h) sold, assigned, leased or transferred any of its tangible assets outside the Ordinary Course of Business; (i) made any capital expenditure (or series of related capital expenditures) outside the Ordinary Course of Business; (j) made any capital investment in, any loan to, or any acquisition of the securities of, any other Person (or series of related capital investments, loans or acquisitions) outside the Ordinary Course of Business; (k) granted any increase in the base compensation of or bonuses payable to any of its directors, managers, officers or Employees, made any change in employment or severance terms for any of its directors, managers or officers, or any material change in the employment, severance or payment terms for any of its other Employees, consultants or independent contractors, in each case, other than in the Ordinary Course of Business, except for retention and similar arrangements entered into in contemplation of the transactions contemplated by this Agreement; (l) hired or promoted any person as or to (as the Company Group has not (icase may be) incurred an officer or assumed hired or promoted any indebtedness for borrowed money other than advances drawn by the Company Group Employee below officer except to fill a vacancy in the ordinary course of its business from its lines of credit and credit facilities existing on the date of this Agreement, or (ii) made any loans or advances to any Personbusiness; (m) the Company Group has not created adopted, modified or terminated any: (i) employment, severance, retention or other agreement with any Subsidiarycurrent or former Employee, officer, director, independent contractor or consultant, (ii) Benefit Plan or Arrangement or (iii) collective bargaining or other agreement with a labor union or similar organization, in each case whether written or oral; (n) the Company Group has not institutedloaned to (or forgave of any loan to), settled or agreed to settle entered into any Proceedingsother transaction with, any of its stockholders or current or former directors, officers and Employees; (o) the Company Group has not made any commitment for any capital expenditure in excess entered into a new line of Two Hundred Thousand Dollars ($200,000) in the aggregate;business or abandonment or discontinuance of existing lines of business; or (p) other than made any Material Contracts entered into prior material change in its accounting methods, principles or practices for financial accounting (except for those changes required to comply with GAAP or applicable Law or as disclosed in the notes to the date Financial Statements, any of this Agreement, the Company Group has not entered into any Material Contract other than those entered into such changes shall be identified and described in the ordinary course of business consistent with past practices detail on Section 5.9 of the Company Group, and the Company Group has not amended, modified, renewed or terminated any Material Contract (other than any such amendment, modification, renewal or termination that occurred prior to the date of this AgreementDisclosure Schedule); (q) the Company Group has not renewed or entered into any non-compete, exclusivity, non-solicitation or other agreement that restricts or limits, in any material respect, the operations of the Company Group (or Buyer or any of its Affiliates) after consummation of the Closing; (r) the Company Group has not disclosed any trade secrets or other proprietary and confidential information to any Person that is not subject to a written confidentiality and non-disclosure agreement; (s) with respect to the Company Group, there has been no new, change in or revocation of any Tax election; settlement or compromise of any claim, notice, audit report or assessment in respect of Taxes; change in any annual Tax accounting period, adoption or change in any method of Tax accounting; filing of any amended Tax Return; entrance into any tax allocation agreement, tax sharing agreement, tax indemnity agreement or closing agreement relating to any Tax; surrender of any right to claim a material Tax refund; or consent to any extension or waiver of the statute of limitations period applicable to any Tax claim or assessment; (t) the Company Group has operated, maintained, insured, repaired and otherwise preserved the Real Property substantially in accordance with past practice of the Company Group, and performed all obligations of the Company Group as tenant under the Real Property Leases; and (u) the Company Group has not authorized, agreed or entered into any Contract or commitment to take any of the types of action described in subsections (a) through (u) above.

Absence of Certain Changes and Events. Except as otherwise contemplated by this Agreement or as set forth on Section 4.07 of the Sellers Disclosure Schedulein Schedule 2.09, since March 31July 15, 20122007: (a) the Business business of each Company has been conducted only in the ordinary course, course and substantially in the manner that such Business business was heretofore conducted and in material compliance with applicable Lawconducted; (b) no circumstancenone of the Companies has entered into any Contract which has resulted or will result in a transfer of assets, conditionother than the Vessel, event or change has occurred that has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effectprovision of services by such Company other than among the Companies; (c) none of the Constitutional Documents of any member of the Company Group there has been amendedno Material Adverse Change; (d) the Company Group there has not (i) hired been no split, combination or terminated reclassification of capital stock or any employee, consultant or manager (other than securities of any such hire or termination that occurred prior to the date of this Agreement); (ii) increased or establishedCompany, or committed to increase or establish, whether orally or in writing, any form of compensation or benefits payable or to become payable by the Company Group to its officers, directors, consultants, employees redemption or other service providers, including, without limitation, pursuant to any Employee Plan; (iii) adopted, entered into, established, amended, modified, or terminated any Employee Plan (other than any acquisition by such adoption, entrance into, establishment, amendment, modification or termination that occurred prior to the date of this Agreement); (iv) accelerated the vesting or payment Company of any compensation shares of capital stock or benefits under any Employee Plan (other than as required under any Employee Plan pursuant to terms securities of such Employee Plan in existence as of the date hereof); or (v) granted any cash bonus, incentive, performance or other incentive compensationCompany; (e) the Company Group there has not taken been any action which could reasonably be expected to causedamage, destruction or fail to take any reasonable action to prevent, any change in employee relations which has or is reasonably likely to have a material effect on casualty loss materially adversely affecting the productivity, the financial conditionbusiness, results of operations or financial condition of the Company Group or the relationships between the employees of the Company Group and the management of the Company Groupany Company; (f) there has not been (i) any increase in the rate or terms of compensation payable or to become payable by any Company to its directors, officers, managers, employees or commission sales personnel or (ii) any entering by any Company into any new employment agreement or any modification of the terms of any existing employment agreement; (g) there has not been any entry into of any material Contract (including, without limitation, any relating to borrowing, capital expenditures or capital financing) by any Company except for nominations by Anemi of any Company to become party to a Shipping Contract; (h) there has not been any change by the any Company Group in accounting methods, principles or practices; (gi) there has not been any issuance, transfer, sale, Encumbranceencumbrance, redemption, repurchase or gift of any Common Stock, Preferred Stock capital stock or any other Capital Stock security of the any Company Group or of any phantom stock, option, security convertible into or right to purchase any such Common Stock, Preferred Stock capital stock or other Capital Stock; (h) there has not been any dividend or distribution by the Company Group (whether in cash, equity interests or other property); (i) the Company Group has not made any acquisition, transfer, disposition or sale of, or licensed, sub-licensed, abandoned, failed to maintain or permitted to lapse, any material asset security of the Company Group other than in the ordinary course of business consistent with past practices of the Company Groupsuch Company; (j) the no Company Group has not (i) acquired by merger or consolidation with, or purchased substantially all of the equity interests or assets of, any business or Person, (ii) made any investment capital expenditures or commitments to make capital expenditures in excess of Ten Thousand Dollars ($10,000) in the securities (including debt instruments) of any Person or (iii) merged or consolidated aggregate other than in connection with any Personthe Shipbuilding Contracts; (k) other than the Encumbrances listed on Section 4.15(ano Company has made any disposition or sale of any asset of such Company; (l) of the Sellers Disclosure Schedule, the no Company Group has not mortgaged, granted a security interest in, pledged or subjected to Encumbrance (other than Permitted Encumbrances) any assets of the Company Group; (l) the Company Group has not (i) incurred or assumed any indebtedness for borrowed money other than advances drawn by the Company Group in the ordinary course of its business from its lines of credit and credit facilities existing on the date of this Agreement, or (ii) made any loans or advances to any Personsuch Company; (m) the no Company Group has not created incurred or assumed any SubsidiaryLong Term Debt; (n) no Company has modified, amended or waived any provision or right under any Shipbuilding Contract or otherwise failed to enforce such Company’s rights thereunder; (o) no Company has waived, cancelled or released any material right, interest or Claim or suffered the lapse or other loss of any such right, interest or Claim; (p) no Company Group has not instituted, settled or agreed to settle any Proceedings; (o) the Company Group has not made any commitment for any capital expenditure in excess of Two Hundred Thousand Dollars ($200,000) in the aggregate; (p) other than any Material Contracts entered into prior to the date of this Agreement, the Company Group has not entered into any Material Contract other than those entered into in the ordinary course of business consistent with past practices of the Company Group, and the Company Group has not amended, modified, renewed or terminated any Material Contract (other than any such amendment, modification, renewal or termination that occurred prior to the date of this Agreement);; and (q) the no Company Group has not renewed or entered into any non-compete, exclusivity, non-solicitation or other agreement that restricts or limits, in any material respect, the operations of the Company Group (or Buyer or any of its Affiliates) after consummation of the Closing; (r) the Company Group has not disclosed any trade secrets or other proprietary and confidential information to any Person that is not subject to a written confidentiality and non-disclosure agreement; (s) with respect to the Company Group, there has been no new, change in or revocation of any Tax election; settlement or compromise of any claim, notice, audit report or assessment in respect of Taxes; change in any annual Tax accounting period, adoption or change in any method of Tax accounting; filing of any amended Tax Return; entrance into any tax allocation agreement, tax sharing agreement, tax indemnity agreement or closing agreement relating to any Tax; surrender of any right to claim a material Tax refund; or consent to any extension or waiver of the statute of limitations period applicable to any Tax claim or assessment; (t) the Company Group has operated, maintained, insured, repaired and otherwise preserved the Real Property substantially in accordance with past practice of the Company Group, and performed all obligations of the Company Group as tenant under the Real Property Leases; and (u) the Company Group has not authorized, agreed or entered into any Contract or commitment to take any of the types of action described in subsections (a) through (un) above.

Absence of Certain Changes and Events. Except as otherwise contemplated by this Agreement or as set forth on Section 4.07 Since the date of the Sellers Disclosure ScheduleAudited Allstate Balance Sheet, the Company has conducted its business in the ordinary course consistent with past practice and, since March 31such date, 2012there has not occurred: (a) the Business any event, damage, destruction or loss, whether covered by insurance or not, which has been conducted in the ordinary course, substantially in the manner that such Business was heretofore conducted and in material compliance with applicable Lawhad or reasonably is expected to have a Material Adverse Effect on Allstate or its assets; (b) no circumstance, condition, event any entry by Allstate into a commitment or change has occurred that has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (c) none of the Constitutional Documents of any member of the Company Group has been amended; (d) the Company Group has not (i) hired or terminated any employee, consultant or manager (other than any such hire or termination that occurred prior transaction material to the date of this Agreement); (ii) increased or establishedCompany, or committed to increase or establish, whether orally or in writing, any form of compensation or benefits payable or to become payable by the Company Group to its officers, directors, consultants, employees or other service providers, including, without limitation, pursuant to any Employee Plan; (iii) adopted, entered into, established, amended, modified, or terminated any Employee Plan (other than any such adoption, entrance into, establishment, amendment, modification or termination that occurred prior to the date of this Agreement); (iv) accelerated the vesting or payment of any compensation or benefits under any Employee Plan (other than as required under any Employee Plan pursuant to terms of such Employee Plan in existence as of the date hereof); or (v) granted any cash bonus, incentive, performance or other incentive compensation; (e) the Company Group has which is not taken any action which could reasonably be expected to cause, or fail to take any reasonable action to prevent, any change in employee relations which has or is reasonably likely to have a material effect on the productivity, the financial condition, results of operations of the Company Group or the relationships between the employees of the Company Group and the management of the Company Group; (f) there has not been any change by the Company Group in accounting methods, principles or practices; (g) there has not been any issuance, transfer, sale, Encumbrance, redemption, repurchase or gift of any Common Stock, Preferred Stock or other Capital Stock of the Company Group or of any phantom stock, option, security convertible into or right to purchase any such Common Stock, Preferred Stock or other Capital Stock; (h) there has not been any dividend or distribution by the Company Group (whether in cash, equity interests or other property); (i) the Company Group has not made any acquisition, transfer, disposition or sale of, or licensed, sub-licensed, abandoned, failed to maintain or permitted to lapse, any material asset of the Company Group other than in the ordinary course of business consistent with past practices practice; (c) any change by Allstate in accounting principles, methods or practices, except insofar as may have been required by a change in GAAP; (d) any declaration, payment or setting aside for payment of any dividends or distributions in respect to shares of Allstate Common Stock, or any redemption, purchase or other acquisition of any shares of Allstate Common Stock; (e) any cancellation of any debts or waiver or release of any right or claim of Allstate individually or in the aggregate material to Allstate, whether or not in the ordinary course of business; (f) any revaluations by Allstate of any of its assets or liabilities, including without limitation, writing-off notes or accounts receivable; (g) any material increase in the rate or terms of compensation payable or to become payable by Allstate to any of its personnel or consultants; any bonus, incentive compensation, service award or other benefit granted, made or accrued, contingently or otherwise, for or to the credit of any Allstate personnel; employee welfare, pension, retirement, profit-sharing or similar payment or arrangement made or agreed to by Allstate for any Company personnel except for contributions in accordance with prior practice made to, and payments made to employees under, plans and arrangements existing on the date of the Company GroupAudited Allstate Balance Sheet; (h) any adoption of a plan of liquidation or resolutions providing for the liquidation, dissolution, merger, consolidation or other reorganization of Allstate, other than in connection with the transactions contemplated hereby; (i) any purchase, acquisition or sale by Allstate of any assets, other than in the ordinary course of business; (j) the Company Group has not (i) acquired by merger any amendment, cancellation or consolidation withtermination of any Material Contract, including, without limitation, license or sublicense, or purchased substantially all other instrument to which Allstate is a party or to which Allstate or any of the equity interests or assets of, any business or Person, (ii) made any investment in the securities (including debt instruments) of any Person or (iii) merged or consolidated with any PersonAllstate is bound; (k) other than the Encumbrances listed on Section 4.15(a) any failure to pay when due any material obligation of the Sellers Disclosure Schedule, the Company Group has not mortgaged, granted a security interest in, pledged or subjected to Encumbrance (other than Permitted Encumbrances) any assets of the Company GroupAllstate; (l) any failure to operate the Company Group has business of Allstate in the ordinary course with an effort to preserve the business intact, to keep available to Allstate the services of its personnel, and to preserve for Allstate the goodwill of its customers and others having business relations with Allstate except for such failures that would not have a Material Adverse Effect on Allstate; (im) incurred any commitment to borrow money entered into by Allstate, or assumed any indebtedness for borrowed money loans made or agreed to be made by Allstate, involving more than $100,000 individually or $500,000 in the aggregate (other than advances drawn credit provided by the Company Group suppliers or manufacturers in the ordinary course of its the Allstate's business from its lines of credit and credit facilities existing on the date of this Agreement, or (ii) made any loans or advances to any Person; (m) the Company Group has not created any Subsidiaryconsistent with past practices); (n) the Company Group has not instituted, settled any liabilities incurred by Allstate involving $10,000 or agreed to settle any Proceedings; (o) the Company Group has not made any commitment for any capital expenditure in excess of Two Hundred Thousand Dollars (more individually and $200,000) 25,000 or more in the aggregate; (p) , other than any Material Contracts entered into prior to the date of this Agreement, the Company Group has not entered into any Material Contract other than those entered into liabilities incurred in the ordinary course of business consistent with past practices practices; (o) any payment, discharge or satisfaction of the Company Groupany material liabilities of Allstate or any material capital expenditure of Allstate, and the Company Group has not amended, modified, renewed or terminated any Material Contract (other than any such amendment(i) the payment, modification, renewal discharge or termination that occurred satisfaction in the ordinary course of business consistent with prior to practice of liabilities reflected or reserved against in the Audited Financial Statements or incurred in the ordinary course of business consistent with prior practice since the date of this Agreement)the Audited Allstate Balance Sheet, and (ii) any capital expenditures involving $10,000 or less individually and $25,000 or less in the aggregate; (p) any amendment of Allstate's Articles of Incorporation or Allstate Bylaws; or (q) the Company Group has not renewed or entered into any non-compete, exclusivity, non-solicitation or other agreement that restricts or limits, in any material respect, the operations of the Company Group (or Buyer or any of its Affiliates) after consummation of the Closing; (r) the Company Group has not disclosed any trade secrets or other proprietary and confidential information by Allstate to any Person that is not subject to a written confidentiality and non-disclosure agreement; (s) with respect to the Company Group, there has been no new, change in or revocation of any Tax election; settlement or compromise of any claim, notice, audit report or assessment in respect of Taxes; change in any annual Tax accounting period, adoption or change in any method of Tax accounting; filing of any amended Tax Return; entrance into any tax allocation agreement, tax sharing agreement, tax indemnity agreement or closing agreement relating to any Tax; surrender of any right to claim a material Tax refund; or consent to any extension or waiver of the statute of limitations period applicable to any Tax claim or assessment; (t) the Company Group has operated, maintained, insured, repaired and otherwise preserved the Real Property substantially in accordance with past practice of the Company Group, and performed all obligations of the Company Group as tenant under the Real Property Leases; and (u) the Company Group has not authorized, agreed or entered into any Contract or commitment to take do any of the types of action things described in subsections the preceding clauses (a) through (up) aboveof this Section, other than as expressly contemplated or provided for in this Agreement.

Absence of Certain Changes and Events. Except as otherwise contemplated by this Agreement or as set forth on Section 4.07 of the Sellers Disclosure ScheduleSchedule 3.4, since March December 31, 20121997, the Seller has conducted the Business in the ordinary course in all material respects, and: (a) the Business has been conducted not suffered any material damage or destruction to the Assets (either individually or in the ordinary course, substantially in the manner that such Business was heretofore conducted and in material compliance with applicable Lawaggregate); (b) no circumstanceSeller has not caused the Business to incur or discharge any material obligation or liability, condition, event or change has occurred that has had or would reasonably be expected to have, individually or except in the aggregate, a Material Adverse Effectordinary course of business; (c) none Seller has not increased the rate or terms of the Constitutional Documents compensation payable to the Transferred Employees, or increased or amended any employee benefit plan in which the Transferred Employees participate, except increases or amendments occurring in the ordinary course of business, including normal periodic performance reviews and related compensation and benefit increases, or as required by any member of the Company Group has been amendedContract; (d) the Company Group Seller has not (i) hired created or terminated assumed any employeemortgage, consultant or manager (other than any such hire or termination that occurred prior to the date of this Agreement); (ii) increased or establishedlien, security interest, or committed to increase or establishother encumbrance on the Assets, whether orally or except for Permitted Liens (as defined in writing, any form of compensation or benefits payable or to become payable by the Company Group to its officers, directors, consultants, employees or other service providers, including, without limitation, pursuant to any Employee Plan; (iii) adopted, entered into, established, amended, modified, or terminated any Employee Plan (other than any such adoption, entrance into, establishment, amendment, modification or termination that occurred prior to the date of this AgreementSection 3.6); (iv) accelerated the vesting or payment of any compensation or benefits under any Employee Plan (other than as required under any Employee Plan pursuant to terms of such Employee Plan in existence as of the date hereof); or (v) granted any cash bonus, incentive, performance or other incentive compensation; (e) the Company Group Seller has not taken sold, transferred or otherwise disposed of any action which could reasonably be expected to cause, or fail to take any reasonable action to prevent, any change in employee relations which has or is reasonably likely to have a material effect on the productivity, the financial condition, results of operations of the Company Group or the relationships between the employees of the Company Group and the management of the Company Group; (f) there has not been any change by the Company Group in accounting methodsAssets, principles or practices; (g) there has not been any issuance, transfer, sale, Encumbrance, redemption, repurchase or gift of any Common Stock, Preferred Stock or other Capital Stock of the Company Group or of any phantom stock, option, security convertible into or right to purchase any such Common Stock, Preferred Stock or other Capital Stock; (h) there has not been any dividend or distribution by the Company Group (whether in cash, equity interests or other property); (i) the Company Group has not made any acquisition, transfer, disposition or sale of, or licensed, sub-licensed, abandoned, failed to maintain or permitted to lapse, any material asset of the Company Group other than except inventory in the ordinary course of business consistent with past practices of the Company Group; (j) the Company Group and other tangible personal property that has not (i) acquired by merger been retired or consolidation with, or purchased substantially all of the equity interests or assets of, any business or Person, (ii) made any investment in the securities (including debt instruments) of any Person or (iii) merged or consolidated with any Person; (k) other than the Encumbrances listed on Section 4.15(a) of the Sellers Disclosure Schedule, the Company Group has not mortgaged, granted a security interest in, pledged or subjected to Encumbrance (other than Permitted Encumbrances) any assets of the Company Group; (l) the Company Group has not (i) incurred or assumed any indebtedness for borrowed money other than advances drawn by the Company Group replaced in the ordinary course of its business from its lines of credit and credit facilities existing on the date of this Agreement, or (ii) made any loans or advances to any Personbusiness; (mf) the Company Group Seller has not created waived any Subsidiarymaterial claims or rights; (ng) the Company Group Seller has not institutedchanged in any material respect the accounting, settled payment or agreed to settle any Proceedingscollection practices used in the Business, except such changes required by changes in GAAP; (oh) the Company Group Seller has not made agreed to take any commitment for any capital expenditure action described in excess of Two Hundred Thousand Dollars ($200,000) in the aggregate;this Section 3.4; and (pi) other than any Material Contracts entered into prior to the date of this Agreement, the Company Group No event has not entered into any Material Contract other than those entered into in the ordinary course of business consistent with past practices of the Company Group, and the Company Group has not amended, modified, renewed or terminated any Material Contract (other than any such amendment, modification, renewal or termination that occurred prior to the date of this Agreement); (q) the Company Group has not renewed or entered into any non-compete, exclusivity, non-solicitation or other agreement that restricts or limits, in any material respect, the operations of the Company Group (or Buyer or any of its Affiliates) after consummation of the Closing; (r) the Company Group has not disclosed any trade secrets or other proprietary and confidential information to any Person that is not subject to a written confidentiality and non-disclosure agreement; (s) with respect to the Company GroupAssets or the Business that would be likely to have a Material Adverse Effect. Notwithstanding the foregoing, there has been no new, change in the voluntary resignation or revocation termination for cause of any Tax election; settlement or compromise of any claim, notice, audit report or assessment in respect of Taxes; change in any annual Tax accounting period, adoption or change in any method of Tax accounting; filing of any amended Tax Return; entrance into any tax allocation agreement, tax sharing agreement, tax indemnity agreement or closing agreement relating Employee(s) (including but not limited to any Tax; surrender of any right to claim a material Tax refund; or consent to any extension or waiver the senior managers of the statute of limitations period applicable Business) or the election by a customer or supplier to curtail or cease business relations with the Business, shall not be deemed to have a Material Adverse Effect, to the extent that any Tax claim such event directly or assessment; (t) indirectly results from the Company Group has operated, maintained, insured, repaired and otherwise preserved the Real Property substantially in accordance with past practice announcement and/or consummation of the Company Group, and performed all obligations of the Company Group as tenant under the Real Property Leases; and (u) the Company Group has not authorized, agreed or entered into any Contract or commitment to take any of the types of action described in subsections (a) through (u) abovetransaction contemplated by this Agreement.

Absence of Certain Changes and Events. Except as otherwise contemplated by this Agreement or as set forth on Section 4.07 of the Sellers Disclosure Schedule, since March Since December 31, 2012: 2021, (a) the Business Company has been conducted its business only in the ordinary coursecourse of business, substantially in the manner that such Business was heretofore conducted and in material compliance with applicable Law; (b) no circumstance, condition, event or change has occurred that has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (c) none of the Constitutional Documents of any member of the Company Group has been amended; (d) the Company Group has not (i) hired or terminated any employee, consultant or manager (other than any such hire or termination that occurred prior to the date of this Agreement); (ii) increased or established, or committed to increase or establish, whether orally or in writing, any form of compensation or benefits payable or to become payable by the Company Group to its officers, directors, consultants, employees or other service providers, including, without limitation, pursuant to any Employee Plan; (iii) adopted, entered into, established, amended, modified, or terminated any Employee Plan (other than any such adoption, entrance into, establishment, amendment, modification or termination that occurred prior to the date of this Agreement); (iv) accelerated the vesting or payment of any compensation or benefits under any Employee Plan (other than as required under any Employee Plan pursuant to terms of such Employee Plan in existence as of the date hereof); or (v) granted any cash bonus, incentive, performance or other incentive compensation; (e) the Company Group has not taken any action which could reasonably be expected to cause, or fail to take any reasonable action to prevent, any change in employee relations which has or is reasonably likely to have a material effect on the productivity, the financial condition, results of operations of the Company Group or the relationships between the employees of the Company Group and the management of the Company Group; (f) there has not been any change by Material Adverse Effect and (c) except as set forth in Section 3.7 of the Company Group Disclosure Schedule, the Company has not, and has not taken any action to: (i) amend its Governing Documents; (ii) issue, sell or pledge any equity interests of the Company or securities convertible into or exchangeable for any such equity interests, or any options, warrants or rights to acquire any such equity interests or other convertible securities; (iii) effect any recapitalization, reclassification, equity interest split, combination or like change in the capitalization of the Company, or amend the terms of any outstanding equity interests, or any options, warrants or rights to acquire any such equity interests or other convertible securities of the Company; (iv) purchase, redeem or otherwise acquire any outstanding equity interests, options, warrants, convertible or exchangeable securities or any other securities of, or other ownership interests in, the Company; (v) declare, set aside or pay any dividend or other distribution in respect of its equity interests; (vi) (A) enter into, amend or modify any employment agreement, (B) made any change in employment terms for any of its managers, officers or employees, or (C) made or granted any bonus or any wage, salary or compensation increase to any officer, employee, partner or sales representative, group of employees or consultants or made or granted any material increase in any employee benefit plan, program, policy or arrangement, or materially amended or terminated any existing employee benefit plan or arrangement or adopted any new employee benefit plan or arrangement, except as required by applicable Law; (vii) enter into any Contract or other agreement with any labor union; (viii) adopt a plan of liquidation, dissolution, merger, consolidation or other reorganization; (ix) make any change in its accounting methods, principles or practices; (gx) there has not been make any issuanceloans or advances of money to or investments in any Person, transfer, sale, Encumbrance, redemption, repurchase except for advances to employees or gift of any Common Stock, Preferred Stock or other Capital Stock officers of the Company Group or of any phantom stock, option, security convertible into or right to purchase any such Common Stock, Preferred Stock or other Capital Stock; (h) there has not been any dividend or distribution by the Company Group (whether in cash, equity interests or other property); (i) the Company Group has not made any acquisition, transfer, disposition or sale of, or licensed, sub-licensed, abandoned, failed to maintain or permitted to lapse, any material asset of the Company Group other than for expenses incurred in the ordinary course of business consistent with past practices of the Company Groupbusiness; (jxi) the Company Group has not (i) acquired by merger make any commitment to pay severance to any of its directors, officers, employees or consolidation with, or purchased substantially all of the equity interests or assets of, any business or Person, (ii) made any investment in the securities (including debt instruments) of any Person or (iii) merged or consolidated with any Personconsultants; (kxii) other than the Encumbrances listed on Section 4.15(a) of the Sellers Disclosure Schedule, the Company Group has not mortgaged, granted a security interest in, pledged or subjected to Encumbrance (other than Permitted Encumbrances) any assets of the Company Group; (l) the Company Group has not (i) incurred or assumed any indebtedness for borrowed money other than advances drawn by the Company Group in the ordinary course of its business from its lines of credit and credit facilities existing on the date of this Agreement, or (ii) made any loans or advances to any Person; (m) the Company Group has not created any Subsidiary; (n) the Company Group has not instituted, settled or agreed to settle any Proceedings; (o) the Company Group has not made any commitment for make any capital expenditure expenditures in excess of Two Hundred Thousand Dollars ($200,000) 20,000 in any one case or $100,000 in the aggregate; (pxiii) incur any Indebtedness (other than indebtedness that will be Closing Indebtedness at the time of Closing); (xiv) make any Material Contracts entered into prior acquisition of all or any material part of the assets, properties, capital stock or business of any other Person; (xv) suffer any material damage, distribution or loss (whether or not covered by insurance) to the date any of this Agreementits assets; (xvi) make any sale, the Company Group has not entered into transfer, lease, pledge, creation of any Material Contract Encumbrance upon, license, assignment or other disposal of any of its material assets (other than those entered into Company Products or licensed on a non-exclusive basis in the ordinary course of business consistent with past practices of the Company Group, and the Company Group has not amended, modified, renewed or terminated any Material Contract (other than any such amendment, modification, renewal or termination that occurred prior to the date of this Agreementbusiness); (qxvii) the Company Group has not renewed make any Tax election or entered into any non-compete, exclusivity, non-solicitation or other agreement that restricts or limits, in any material respect, the operations of the Company Group (or Buyer or any of its Affiliates) after consummation of the Closing; (r) the Company Group has not disclosed any trade secrets or other proprietary and confidential information to any Person that is not subject to a written confidentiality and non-disclosure agreement; (s) with respect to the Company Group, there has been no new, change in or revocation of any Tax election; , settlement or compromise of any claimTax liability, noticechange any accounting method in respect of Taxes, audit report file any amendment to a Tax Return, enter into any closing agreement, settlement of any claim or assessment in respect of Taxes; change in any annual Tax accounting period, adoption or change in any method of Tax accounting; filing of any amended Tax Return; entrance into any tax allocation agreement, tax sharing agreement, tax indemnity agreement or closing agreement relating to any Tax; surrender of any right to claim a material Tax refund; or consent to any extension or waiver of the statute of limitations limitation period applicable to any Tax claim or assessmentassessment in respect of Taxes, for any Tax period or portion thereof beginning on or after the Closing Date; (txviii) settle, waive, discharge, release or satisfy any claim, Liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise) exceeding $10,000 individually or $50,000 in the Company Group has operated, maintained, insured, repaired and otherwise preserved the Real Property substantially in accordance with past practice of the Company Group, and performed all obligations of the Company Group as tenant under the Real Property Leases; andaggregate; (uxix) conduct its cash management customs and practices other than in the Company Group ordinary course of business (including with respect to collection of accounts receivable, purchases of inventory and supplies, repairs and maintenance, payment of accounts payable and accrued expenses, levels of capital expenditures, pricing and credit practices and operation of cash management practices generally); (xx) accelerated collection of, or discounted, accounts receivable or taken any action or failed to take any commercially reasonable action, in each case outside the ordinary course of business, that has not authorizedhad, agreed or entered into could reasonably be expected to have, the effect of accelerating to pre-Closing periods sales to customers or others that would otherwise reasonably be expected to occur after the Closing; (xxi) terminate, amend, restate, supplement or waive any Contract rights under any Material Contract; (xxii) purchase, sell, assign, transfer, license, lease, abandon or commitment otherwise dispose of any material Intellectual Property, other than non-exclusive licenses granted in the ordinary course of business; (xxiii) received notice of any third-party claims; or (xxiv) agree in writing to take any of the types of action described in subsections (a) through (u) aboveforegoing actions.

Absence of Certain Changes and Events. Except Since September 30, 2015, except as otherwise contemplated by this Agreement specifically disclosed in the SEC Reports or as set forth on Section 4.07 of contemplated in the Sellers Disclosure ScheduleTransaction Documents, since March 31, 2012neither the Company nor any Significant Subsidiary has: (a) the Business has been conducted in the ordinary coursesuffered any event, substantially in the manner that such Business was heretofore conducted and in material compliance with applicable Law; (b) no circumstance, condition, event occurrence or change has occurred development that has had or that would reasonably be expected to have, individually or result in the aggregate, a Material Adverse Effect; (b) effected any merger, consolidation, amalgamation, scheme of arrangement or other business combination of the same effect with or into any other Person; (c) none suffered any damage, destruction or loss, whether or not covered by insurance, in an amount in excess of the Constitutional Documents of any member of the Company Group has been amendedUS$2,500,000; (d) the Company Group has not incurred any material liabilities (idirect, indirect, contingent, or otherwise) hired or terminated any employee, consultant or manager (other than any such hire or termination that occurred prior to the date of this Agreement); (iiA) increased or establishedtrade payables, or committed to increase or establish, whether orally or in writing, any form of compensation or benefits payable or to become payable by the Company Group to its officers, directors, consultants, employees or accrued expenses and other service providers, including, without limitation, pursuant to any Employee Plan; (iii) adopted, entered into, established, amended, modified, or terminated any Employee Plan (other than any such adoption, entrance into, establishment, amendment, modification or termination that occurred prior to the date of this Agreement); (iv) accelerated the vesting or payment of any compensation or benefits under any Employee Plan (other than as required under any Employee Plan pursuant to terms of such Employee Plan in existence as of the date hereof); or (v) granted any cash bonus, incentive, performance or other incentive compensation; (e) the Company Group has not taken any action which could reasonably be expected to cause, or fail to take any reasonable action to prevent, any change in employee relations which has or is reasonably likely to have a material effect on the productivity, the financial condition, results of operations of the Company Group or the relationships between the employees of the Company Group and the management of the Company Group; (f) there has not been any change by the Company Group in accounting methods, principles or practices; (g) there has not been any issuance, transfer, sale, Encumbrance, redemption, repurchase or gift of any Common Stock, Preferred Stock or other Capital Stock of the Company Group or of any phantom stock, option, security convertible into or right to purchase any such Common Stock, Preferred Stock or other Capital Stock; (h) there has not been any dividend or distribution by the Company Group (whether in cash, equity interests or other property); (i) the Company Group has not made any acquisition, transfer, disposition or sale of, or licensed, sub-licensed, abandoned, failed to maintain or permitted to lapse, any material asset of the Company Group other than liabilities incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or required to be disclosed in filings made with the SEC; (e) changed its auditors; (f) made any material change in the accounting methods or practices it follows, whether for general financial or Tax purposes, or any material change in depreciation or amortization policies or rates adopted therein, or any Tax election; (g) declared, set aside or made any dividend or distribution of cash or other property to its shareholders or declared or agreed to any direct or indirect redemption, retirement, purchase or other acquisition any shares of the capital stock of the Company Groupor any Group Company; (h) issued any shares of capital stock of the Company or a Group Company, or any warrants, rights or options thereof, or entered into any commitment relating to the shares of capital stock of the Company or a Group Company, except pursuant to the Company Stock Plans; (i) commenced or settled any material Action involving the Company or the Group Companies or which may impose any material restrictions on the Company or the Group Companies or the conduct of their respective businesses; (j) adopted or proposed the adoption of any change in the Constitutional Documents of the Company or a Group has not (i) acquired by merger or consolidation with, or purchased substantially all of the equity interests or assets of, any business or Person, (ii) made any investment in the securities (including debt instruments) of any Person or (iii) merged or consolidated with any Person;Company; or (k) other than the Encumbrances listed on Section 4.15(a) of the Sellers Disclosure Schedule, the Company Group has not mortgaged, granted a security interest in, pledged or subjected to Encumbrance (other than Permitted Encumbrances) any assets of the Company Group; (l) the Company Group has not (i) incurred or assumed any indebtedness for borrowed money other than advances drawn by the Company Group in the ordinary course of its business from its lines of credit and credit facilities existing on the date of this Agreement, or (ii) made any loans or advances to any Person; (m) the Company Group has not created any Subsidiary; (n) the Company Group has not instituted, settled or agreed to settle any Proceedings; (o) the Company Group has not made any commitment for any capital expenditure in excess of Two Hundred Thousand Dollars ($200,000) in the aggregate; (p) other than any Material Contracts entered into prior to the date of this Agreement, the Company Group has not entered into any Material Contract other than those entered into in the ordinary course of business consistent with past practices of the Company Group, and the Company Group has not amended, modified, renewed or terminated any Material Contract (other than any such amendment, modification, renewal or termination that occurred prior to the date of this Agreement); (q) the Company Group has not renewed or entered into any non-compete, exclusivity, non-solicitation or other agreement that restricts or limits, in any material respect, the operations of the Company Group (or Buyer or any of its Affiliates) after consummation of the Closing; (r) the Company Group has not disclosed any trade secrets or other proprietary and confidential information to any Person that is not subject to a written confidentiality and non-disclosure agreement; (s) with respect to the Company Group, there has been no new, change in or revocation of any Tax election; settlement or compromise of any claim, notice, audit report or assessment in respect of Taxes; change in any annual Tax accounting period, adoption or change in any method of Tax accounting; filing of any amended Tax Return; entrance into any tax allocation agreement, tax sharing agreement, tax indemnity agreement or closing agreement relating to any Tax; surrender of any right to claim a material Tax refund; or consent to any extension or waiver of the statute of limitations period applicable to any Tax claim or assessment; (t) the Company Group has operated, maintained, insured, repaired and otherwise preserved the Real Property substantially in accordance with past practice of the Company Group, and performed all obligations of the Company Group as tenant under the Real Property Leases; and (u) the Company Group has not authorized, agreed or entered into any Contract or commitment committed to take do any of the types of action acts described in subsections (a) through (u) abovethis Section 3.13.

Absence of Certain Changes and Events. Except Since the Most Recent Fiscal Year End, the Company has conducted the Business in the Ordinary Course and, except as otherwise expressly contemplated by this Agreement or as set forth on Section 4.07 any other Transaction Document, there has not occurred any event or group of the Sellers Disclosure Schedule, since March 31, 2012: (a) the Business has been conducted in the ordinary course, substantially in the manner that such Business was heretofore conducted and in material compliance with applicable Law; (b) no circumstancerelated events, condition, event occurrence, contingency or change has occurred development that has had had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (c) none . Without limiting the generality of the Constitutional Documents of any member of foregoing, since the Company Group has been amended; (d) the Company Group has not (i) hired or terminated any employeeMost Recent Fiscal Year End, consultant or manager (other than any such hire or termination that occurred prior to the date of this Agreement); (ii) increased or established, or committed to increase or establish, whether orally or in writing, any form of compensation or benefits payable or to become payable by the Company Group to its officers, directors, consultants, employees or other service providers, including, without limitation, pursuant to any Employee Plan; (iii) adopted, entered into, established, amended, modified, or terminated any Employee Plan (other than any such adoption, entrance into, establishment, amendment, modification or termination that occurred prior to the date of this Agreement); (iv) accelerated the vesting or payment of any compensation or benefits under any Employee Plan (other than as required under any Employee Plan pursuant to terms of such Employee Plan in existence as of the date hereof); or (v) granted any cash bonus, incentive, performance or other incentive compensation; (e) the Company Group has not taken any action which could reasonably be expected to cause, or fail to take any reasonable action to prevent, any change in employee relations which has or is reasonably likely to have a material effect on the productivity, the financial condition, results of operations of the Company Group or the relationships between the employees of the Company Group and the management of the Company Group; (f) there has not been any, and/or the Company has not: 3.8.1 change in the independent accountants of the Company or any change by in the Company Group in accounting methods, principles or practicespractices followed by the Company (except for any such change required by reason of a concurrent change in GAAP or applicable Law); 3.8.2 with respect to any executive, manager, officer, employee, consultant or contractor of the Company, (ga) there has not been adoption or termination in any issuancerespect, amendment or increase of the payments or benefits of any Employee Benefit Plan, (b) grant of severance or termination pay, (c) increase in the compensation or payment of any bonus or (d) change with respect to compensation or other benefits payable, except, in each of clauses (a) through (d), in the Ordinary Course, as required by Law or as required by any existing Contract; 3.8.3 sale, assignment, transfer, salehypothecation, Encumbranceconveyance, redemptionlease, repurchase or gift other disposition of any Common Stockasset or property of the Company, Preferred Stock except in the Ordinary Course, or mortgage, pledge, or imposition of any Lien on any asset or property of the Company, except for Permitted Liens and except in the Ordinary Course; 3.8.4 split, combined, classified, re-classified, varied the Rights attaching to, or taken similar action with respect to any of the Transferred Interests or other Capital Stock Equity Interests or proposed the issuance of any other securities in respect of, in lieu of or in substitution for its authorized or issued equity or other Equity Interests; granted any Rights to purchase its Equity Interests; issued any Equity Interests; granted any registration rights; purchased, redeemed, retired, or otherwise acquired any of its Equity Interests; or adopted a plan of complete or partial liquidation or passed any resolutions providing for or authorizing such liquidation or a dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the Company Group or of any phantom stock, option, security convertible into declared or right to purchase any such Common Stock, Preferred Stock or other Capital Stock; (h) there has not been paid any dividend or other distribution or payment in respect of its Equity Interests; 3.8.5 amended its Governing Documents; 3.8.6 damaged, destroyed or lost any material portion of the tangible assets or properties of the Company, whether or not covered by the Company Group insurance, in an amount in excess of five thousand dollars (whether in cash, equity interests or other property$5,000); (i) 3.8.7 except in the Company Group has not made any acquisitionOrdinary Course, transferamended, disposition or sale of, or licensed, sub-licensed, abandonedrenewed, failed to maintain or permitted to lapserenew, any material asset of the Company Group other than in the ordinary course of business consistent with past practices of the Company Group; (j) the Company Group has not (i) acquired by merger or consolidation with, or purchased substantially all of the equity interests or assets of, any business or Person, (ii) made any investment in the securities (including debt instruments) of any Person or (iii) merged or consolidated with any Person; (k) other than the Encumbrances listed on Section 4.15(a) of the Sellers Disclosure Schedule, the Company Group has not mortgaged, granted a security interest in, pledged or subjected to Encumbrance terminated (other than Permitted Encumbrancesdue to any scheduled expiration) or received written notice of termination (other than due to any assets scheduled expiration) with respect to any Material Contract or entered into any new Material Contract or taken any action that would reasonably be expected to jeopardize the continuance of the Company Groupany of its relationships with any of its Top Customers and/or Top Suppliers; (l) the Company Group has not 3.8.8 (i) incurred or assumed any indebtedness for borrowed money other than advances drawn by the Company Group in the ordinary course of its business from its lines of credit and credit facilities existing on the date of this Agreement, or (ii) made any loans or advances to any Person; (m) the Company Group has not created any Subsidiary; (n) the Company Group has not instituted, settled or agreed to settle any Proceedings; (o) the Company Group has not made any commitment for any capital expenditure Indebtedness in excess of Two Hundred Thousand Dollars fifty thousand dollars ($200,00050,000) in the aggregate, (ii) assumed, guaranteed, endorsed or otherwise became liable or responsible (whether directly, contingently or otherwise) for the Liabilities of any other Person (other than the endorsements of checks in the Ordinary Course) in excess of fifty thousand dollars ($50,000) in the aggregate, or (iii) made any loans, advances or capital contributions to, or investment in, any Person, in excess of fifty thousand dollars ($50,000) in the aggregate, other than employee travel and expense advances in the Ordinary Course; (p) 3.8.9 paid, discharged or satisfied any Liabilities, other than the payment, discharge or satisfaction in the Ordinary Course Liabilities reflected or reserved against in the Latest Balance Sheet or incurred in the Ordinary Course since the Latest Balance Sheet Date; 3.8.10 sold, disposed of or surrendered or disaggregated any Material Contracts entered into prior to material license or any portion thereof; 3.8.11 accelerated or delayed collection of notes or accounts receivable in advance of or beyond their regular due dates or the dates when the same would have been collected in the Ordinary Course; 3.8.12 delayed or accelerated payments of any accounts payable or other liability beyond or in advance of its due date or the date of this Agreement, the Company Group has not entered into any Material Contract other than those entered into when such liability would have been paid in the ordinary course of business consistent with past practices Ordinary Course; 3.8.13 failed to replenish inventories and supplies of the Company Group, and in the Company Group has not amended, modified, renewed or terminated any Material Contract (other than any such amendment, modification, renewal or termination that occurred prior to the date of this Agreement); (q) the Company Group has not renewed Ordinary Course or entered into any non-competepurchase commitment not in the Ordinary Course; 3.8.14 made any acquisition of all or any significant part of the assets, exclusivitycapital stock, non-solicitation other Equity Interests, properties, securities or business of any other agreement that restricts or limits, in Person; 3.8.15 made any material respect, revaluation of any assets of the operations Business of the Company Group or write down or write off of the value of any assets of the Business of the Company, except in the Ordinary Course; 3.8.16 entered into any collective bargaining Contract or any other Contract with any labor union or association representing any group of employees, or been subject to any strike, picket, work stoppage, work slowdown or labor dispute or been subject to any application for certification or union organizing drive; 3.8.17 made any capital expenditure or any other investment (or Buyer or any series of its Affiliates) after consummation of the Closing; (r) the Company Group has not disclosed any trade secrets or other proprietary and confidential information to any Person that is not subject to a written confidentiality and non-disclosure agreement; (s) with respect to the Company Grouprelated investments), there has been no new, change in or revocation of any Tax election; settlement or compromise of any claim, notice, audit report or assessment in respect of Taxes; change in any annual Tax accounting period, adoption or change in any method of Tax accounting; filing of any amended Tax Return; entrance into any tax allocation agreement, tax sharing agreement, tax indemnity agreement or closing agreement relating to any Tax; surrender of any right to claim a material Tax refund; or consent to any extension or waiver of the statute of limitations period applicable to any Tax claim or assessment; (t) the Company Group has operated, maintained, insured, repaired and otherwise preserved the Real Property substantially in accordance with past practice of the Company Group, and performed all obligations of the Company Group as tenant under the Real Property Leases; and (u) the Company Group has not authorized, agreed or entered into any Contract or commitment therefor, excluding any purchase of inventory in the Ordinary Course, in excess of fifty thousand dollars ($50,000) in respect of any such individual investment or Contract or seventy-five thousand dollars ($75,000) in the aggregate; 3.8.18 written down the value of any inventory (including write downs by reason of shrinkage or m▇▇▇ down) or written off as uncollectible any notes or accounts receivable, except in the Ordinary Course; 3.8.19 allowed any insurance policy naming the Company as beneficiary or loss payee to take be cancelled or terminated, or instructed any of the types Company’s insurance carriers to decrease any current policy coverage limits or materially change the terms of action described in subsections (a) through (u) abovesuch coverage; or 3.8.20 agreement by the Company to do any of the foregoing.

Absence of Certain Changes and Events. Except as otherwise From the date of the Interim Balance Sheet through the Closing Date: (i) no event has occurred that has had a Material Adverse Effect on the Company; (ii) the Company has not declared or paid any dividend in respect of any shares of Company Capital Stock; (iii) there has been no material increase in the compensation or benefits payable by the Company or a Company Subsidiary to any of its current employees or independent contractors; (iv) neither the Company nor any Company Subsidiary has amended its certificate of incorporation or bylaws or other applicable charter documents, other than in connection with the transactions contemplated by this Agreement; (v) the Company and the Company Subsidiaries have conducted their business in the ordinary course, other than in connection with the transactions contemplated by this Agreement or as set forth on Section 4.07 determined by the board of directors of the Sellers Disclosure Schedule, since March 31, 2012:Company in the exercise of its fiduciary responsibility; (avi) neither the Business Company nor any Company Subsidiary has been conducted reclassified, combined, split, subdivided, redeemed or otherwise acquired, directly or indirectly, any of its capital stock; (vii) neither the Company nor any Company Subsidiary has (A) issued, guaranteed or assumed any Indebtedness or (B) made loans, advances or investment in any other person, other than advances to its employees for expenses in the ordinary course, substantially in the manner that such Business was heretofore conducted and in material compliance with applicable Lawcourse of business; (bviii) no circumstance, condition, event or change has occurred that has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (c) none of the Constitutional Documents of any member of neither the Company Group nor any Company Subsidiary has been amended; (d) the Company Group has not (i) hired sold, leased, licensed or terminated made other disposition of or Encumbrance on any employee, consultant of its properties or manager assets (other than any such hire or termination that occurred prior to sales of inventory in the date ordinary course of this Agreement); (ii) increased or established, or committed to increase or establish, whether orally or in writing, any form of compensation or benefits payable or to become payable by the Company Group to its officers, directors, consultants, employees or other service providers, including, without limitation, pursuant to any Employee Plan; (iii) adopted, entered into, established, amended, modified, or terminated any Employee Plan (other than any such adoption, entrance into, establishment, amendment, modification or termination that occurred prior to the date of this Agreement); (iv) accelerated the vesting or payment of any compensation or benefits under any Employee Plan (other than as required under any Employee Plan pursuant to terms of such Employee Plan in existence as of the date hereof); or (v) granted any cash bonus, incentive, performance or other incentive compensation; (e) the Company Group has not taken any action which could reasonably be expected to cause, or fail to take any reasonable action to prevent, any change in employee relations which has or is reasonably likely to have a material effect on the productivity, the financial condition, results of operations of the Company Group or the relationships between the employees of the Company Group and the management of the Company Group; (f) there has not been any change by the Company Group in accounting methods, principles or practices; (g) there has not been any issuance, transfer, sale, Encumbrance, redemption, repurchase or gift of any Common Stock, Preferred Stock or other Capital Stock of the Company Group or of any phantom stock, option, security convertible into or right to purchase any such Common Stock, Preferred Stock or other Capital Stock; (h) there has not been any dividend or distribution by the Company Group (whether in cash, equity interests or other propertybusiness); (iix) neither the Company Group nor any Company Subsidiary has not made acquired by merger or consolidation with, or by purchase of all or a substantial portion of the assets or any acquisition, transfer, disposition or sale stock of, or licensed, sub-licensed, abandoned, failed to maintain or permitted to lapseby any other manner, any material asset of business or Person; (x) neither the Company Group nor any Company Subsidiary has, other than in the ordinary course of business consistent with past practices (A) except as required by Law, adopted, entered into, terminated or amended any Company Plan, collective bargaining agreement or employment, severance or similar contract, (B) amended or accelerated the payment, right to payment or vesting of any compensation or benefits, (C) paid any benefit not provided for as of the Closing Date under any Company GroupPlan, or (D) granted any awards under any bonus, incentive, performance or other compensation plan or arrangement or benefit plan, or removed existing restrictions in any Company benefit plans or contracts or awards made thereunder; (jxi) neither the Company Group nor any Company Subsidiary has not (i) acquired by merger cancelled, released or consolidation with, waived any claims or purchased substantially all of the equity interests rights with a value exceeding $50,000 or assets of, any business or Person, (ii) made any investment in the securities (including debt instruments) of any Person or (iii) merged or consolidated with any Person; (k) other than the Encumbrances listed on Section 4.15(a) of the Sellers Disclosure Schedule, the Company Group has not mortgaged, granted a security interest in, pledged or subjected to Encumbrance (other than Permitted Encumbrances) any assets of the Company Group; (l) the Company Group has not (i) incurred or assumed any indebtedness for borrowed money other than advances drawn by the Company Group in otherwise outside the ordinary course of its business from its lines of credit and credit facilities existing on the date of this Agreement, or (ii) made any loans or advances to any Personbusiness; (mxii) neither the Company Group nor any Company Subsidiary has not created settled any Subsidiarylegal proceeding; (nxiii) neither the Company Group nor any Company Subsidiary has not instituted, settled or agreed to settle any Proceedings; (o) the Company Group has not made any commitment for any capital expenditure or other expenditure with respect to property, plant or equipment in excess of Two Hundred Thousand Dollars ($200,000) 50,000 individually or $100,000 in the aggregate; (pxiv) other than any Material Contracts entered into prior to the date of this Agreement, neither the Company Group nor any Company Subsidiary has not entered into changed any Material Contract other than those entered into in the ordinary course of business consistent accounting principles, methods or practices or investment practices, including any changes as were necessary to conform with past practices of the Company Group, and the Company Group has not amended, modified, renewed GAAP or terminated any Material Contract (other than any such amendment, modification, renewal or termination that occurred prior to the date of this Agreement)applicable Law; (qxv) neither the Company Group nor any Company Subsidiary has not renewed accelerated or entered into any non-compete, exclusivity, non-solicitation delayed in the payment of accounts payable or other agreement that restricts liabilities or limits, in any material respect, the operations collection of the Company Group (notes or Buyer or any of its Affiliates) after consummation of the Closing; (r) the Company Group has not disclosed any trade secrets or other proprietary and confidential information to any Person that is not subject to a written confidentiality and non-disclosure agreement; (s) with respect to the Company Group, there has been no new, change in or revocation of any Tax election; settlement or compromise of any claim, notice, audit report or assessment in respect of Taxes; change in any annual Tax accounting period, adoption or change in any method of Tax accounting; filing of any amended Tax Return; entrance into any tax allocation agreement, tax sharing agreement, tax indemnity agreement or closing agreement relating to any Tax; surrender of any right to claim a material Tax refund; or consent to any extension or waiver of the statute of limitations period applicable to any Tax claim or assessment; (t) the Company Group has operated, maintained, insured, repaired and otherwise preserved the Real Property substantially in accordance with past practice of the Company Group, and performed all obligations of the Company Group as tenant under the Real Property Leasesaccounts receivable; and (uxvi) neither the Company Group nor any Company Subsidiary has not authorized, agreed made any Tax election or entered into settlement of any Contract Tax Liability or commitment to take amendment of any of the types of action described in subsections (a) through (u) aboveTax return.

Absence of Certain Changes and Events. Except as otherwise contemplated by this Agreement or as set forth on Section 4.07 Since the September 30, 2000, the business of the Sellers Disclosure Schedule, since March 31, 2012: (a) the Business Company and EP LLC has been conducted in the ordinary coursecourse and consistent with past practice. As amplification and not limitation of the foregoing since September 30, substantially 2000, neither the Company nor EP LLC has: (i) transferred to any person or entity any rights to its intellectual property other than transfers necessary to sell products in the manner that such Business was heretofore conducted and in material compliance ordinary course of business consistent with applicable Lawpast practice; (bii) no circumstance, condition, event permitted or change has occurred that has had allowed any of the assets or would reasonably properties (whether tangible or intangible) of the Company or EP LLC to be expected subjected to have, individually or in the aggregate, a Material Adverse Effectany encumbrance; (ciii) none except in the ordinary course of business consistent with past practice, discharged or otherwise obtained the release of any or paid or otherwise discharged any liability, other than current liabilities reflected on the Reports and current liabilities incurred in the ordinary course of business consistent with past practice since September 30, 2000; (iv) made any loan to, guaranteed any indebtedness for borrowed money of, or otherwise incurred any liability for borrowed money on behalf of any person other than payroll, travel guaranties and other advances made in the ordinary course of business; (v) failed to pay any creditor any material amount owed to such creditor when due; (vi) redeemed any of the Constitutional Documents capital stock or equity interests or declared, made or paid any dividends or distributions (whether in cash, securities or other property) to the holders of any member capital stock or equity interests of the Company Group has been amendedor EP LLC or otherwise; (dvii) made any material changes in the customary methods of operations of the Company Group has not (i) hired or terminated any employee, consultant or manager (other than any such hire or termination that occurred prior to the date of this Agreement); (ii) increased or established, or committed to increase or establish, whether orally or in writing, any form of compensation or benefits payable or to become payable by the Company Group to its officers, directors, consultants, employees or other service providersEP LLC, including, without limitation, pursuant practices and policies relating to any Employee Plan; (iii) adopted, entered into, established, amended, modified, or terminated any Employee Plan (other than any such adoption, entrance into, establishment, amendment, modification or termination that occurred prior to the date of this Agreement); (iv) accelerated the vesting or payment of any compensation or benefits under any Employee Plan (other than as required under any Employee Plan pursuant to terms of such Employee Plan in existence as of the date hereof); or (v) granted any cash bonus, incentive, performance or other incentive compensationsoftware development; (eviii) made any material changes in the Company Group has not taken any action which could reasonably be expected to cause, or fail to take any reasonable action to prevent, any change in employee relations which has or is reasonably likely to have a material effect on the productivity, the financial condition, results customary methods of operations of the Company Group or the relationships between the employees of the Company Group EP LLC, including, without limitation, practices and the management of the Company Grouppolicies relating to software development; (fix) there has not been merged with, entered into a consolidation with or acquired an equity interest in any change by person or acquired a substantial portion of the Company Group in accounting methodsassets or business of any person or any division or line of business thereof, principles or practicesotherwise acquired any material assets; (gx) there has not been made any issuancematerial disbursements in excess of $5,000 individually or $20,000 in the aggregate, transfer, sale, Encumbrance, redemption, repurchase or gift of any Common Stock, Preferred Stock or other Capital Stock except as disclosed in SCHEDULE 2.1(g)(x) of the Company Group or of any phantom stock, option, security convertible into or right to purchase any such Common Stock, Preferred Stock or other Capital StockDisclosure Schedules; (hxi) there has not been issued any dividend sales orders in excess of $5,000 individually or distribution by $20,000 in the Company Group aggregate; (whether in cashxii) sold, equity transferred, leased, subleased, licensed or otherwise disposed of any material properties or assets, real, personal or mixed (including, without limitation, leasehold interests or other propertyand intangible assets); (ixiii) issued or sold any capital stock, notes, bonds or other securities, or any option, warrant or other right to acquire the same, of Company Common Stock, or any other equity interest in, the Company or EP LLC; (xiv) entered into any agreement, arrangement or transaction with any of its directors, officers, employees or shareholders (or with any relative, beneficiary, spouse or affiliate of such person); (xv) granted any increase, or announced any increase, in the wages, salaries, compensation, bonuses, incentives, pension or other benefits payable by the Company or EP LLC to any of their employees, including, without limitation, any increase or change pursuant to any plan or established or increased or promised to increase any benefits under any plan; (xvi) written down or written up (or failed to write down or write up in accordance with and consistent with past practice) the Company Group has not made value of any acquisition, transfer, disposition inventories or sale of, receivables or licensed, sub-licensed, abandoned, failed to maintain or permitted to lapse, revalued any material asset assets of the Company Group or EP LLC other than in the ordinary course of business consistent with past practices practice; (xvii) amended, terminated, cancelled or compromised any material claims of the Company Groupor EP LLC or waived any other rights of substantial value to the Company or EP LLC; (j) the Company Group has not (i) acquired by merger or consolidation with, or purchased substantially all of the equity interests or assets of, any business or Person, (iixviii) made any investment change in any method of accounting or accounting practice or policy used by the securities (including debt instruments) of any Person Company or (iii) merged or consolidated with any PersonEP LLC; (kxix) other than allowed any permit or environmental permit that relates to the Encumbrances listed on Section 4.15(a) Company or EP LLC or otherwise relates to any asset to lapse or terminate or failed to renew any such permit or environmental permit or any insurance policy that is scheduled to terminate or expire within 45 calendar days of the Sellers Disclosure Schedule, the Company Group has not mortgaged, granted a security interest in, pledged or subjected to Encumbrance (other than Permitted Encumbrances) any assets of the Company GroupClosing Date; (lxx) the Company Group has not (i) incurred amended or assumed any indebtedness for borrowed money other than advances drawn by the Company Group in the ordinary course of its business from its lines of credit and credit facilities existing on the date of this Agreement, or (ii) made any loans or advances to any Person; (m) the Company Group has not created any Subsidiary; (n) the Company Group has not instituted, settled or agreed to settle any Proceedings; (o) the Company Group has not made any commitment for any capital expenditure in excess of Two Hundred Thousand Dollars ($200,000) in the aggregate; (p) other than any Material Contracts entered into prior to the date of this Agreement, the Company Group has not entered into any Material Contract other than those entered into in the ordinary course of business consistent with past practices of the Company Group, and the Company Group has not amended, modified, renewed or terminated any Material Contract (other than any such amendment, modification, renewal or termination that occurred prior to the date of this Agreement); (q) the Company Group has not renewed or entered into any non-compete, exclusivity, non-solicitation or other agreement that restricts or limits, modified in any material respect, or consented to the operations termination of, any material contract or the rights of the Company Group (or Buyer or any of its Affiliates) after consummation of the ClosingEP LLC thereunder; (rxxi) amended or restated the organizational documents of the Company Group has not disclosed any trade secrets or other proprietary and confidential information to any Person that is not subject to a written confidentiality and non-disclosure agreementEP LLC; (sxxii) terminated, discontinued, closed or disposed of any plant, facility or other business operation, or laid off any employees or implemented any early retirement, separation or program providing early retirement window benefits within the meaning of Section 1.401(a)-4 of the regulations promulgated under the Internal Revenue Code (the "Code") or announced or planned any such action or program for the future; (xxiii) knowingly disclosed any secret or confidential intellectual property or permitted to lapse or go abandoned any intellectual property (or any registration or grant thereof or any application relating thereto) to which, or under which, the Company or EP LLC has any right, title, interest or license; (xxiv) made any express or deemed election or settled or compromised any material liability, with respect to taxes of the Company Group, there has been no new, change in or revocation of any Tax election; settlement or compromise of any claim, notice, audit report or assessment in respect of Taxes; change in any annual Tax accounting period, adoption or change in any method of Tax accounting; filing of any amended Tax Return; entrance into any tax allocation agreement, tax sharing agreement, tax indemnity agreement or closing agreement relating to any Tax; surrender of any right to claim a material Tax refund; or consent to any extension or waiver of the statute of limitations period applicable to any Tax claim or assessmentEP LLC; (txxv) suffered any casualty loss or damage with respect to any of the Company Group has operated, maintained, insured, repaired and otherwise preserved the Real Property substantially in accordance with past practice assets of the Company Groupor EP LLC which in the aggregate have a replacement cost of more than $10,000, and performed all obligations of the Company Group as tenant under the Real Property Leases; andwhich is not covered by insurance; (uxxvi) the Company Group has not authorizedsuffered any material adverse effect; or (xxvii) agreed, agreed whether in writing or entered into any Contract or commitment otherwise, to take any of the types actions specified in this Section 2.1(g) or granted any options to purchase, rights of action described first refusal, rights of first offer or any other similar rights or commitments with respect to any of the actions specified in subsections (a) through (u) abovethis Section 2.1(g), except as expressly contemplated by this Agreement.

Absence of Certain Changes and Events. Except as otherwise contemplated by this Agreement or as set forth on Section 4.07 of the Sellers Disclosure Schedule, since March Since ------------------------------------------- December 31, 20121996, there has not been: (ai) the Business has been conducted any material adverse change in the ordinary coursefinancial condition, substantially in the manner that such Business was heretofore conducted and in material compliance with applicable Law; results of operation, assets, liabilities or business of CRC (b) no or any occurrence, circumstance, condition, event or change has occurred that has had or would combination thereof which could reasonably be expected to have, individually or result in any such material adverse change) from that reflected in the aggregateCRC Financial Statements; provided, however, that any changes in the financial condition, results of operation, assets, liabilities or business of CRC resulting from adjustments to financial statements of CRC for periods prior to or including the Closing Date made at the specific direction of P-Com shall not be deemed to be a Material Adverse Effectmaterial adverse change for purposes of this Section 3.1(h). (ii) any event, including, without limitation, shortage of materials or supplies, fire, explosion, accident, requisition or taking of property by any governmental agency, flood, drought, earthquake, or other natural event, riot, act of God or a public enemy, or damage, destruction, or other casualty, whether covered by insurance or not, which has had a material adverse effect on the Business Condition or any such event which reasonably could be expected to have such a material adverse effect on the Business Condition; (ciii) none any material transaction (other than the transactions contemplated herein) which was entered into or carried out by CRC other than in the ordinary and usual course of business, other than transactions to borrow money either (x) from P-Com or (y) failing a loan by P-Com, from a third party, provided that such loan or loans are not senior in priority or preference to the Constitutional Documents existing indebtedness to P-Com, are at market rates, the proceeds therefrom are used solely for working capital purposes by CRC and the total outstanding indebtedness of CRC at any member of the Company Group has been amendedtime does not exceed $4,000,000; (div) any increase in or modification of the Company Group has not (i) hired or terminated any employee, consultant or manager (other than any such hire or termination that occurred prior to the date of this Agreement); (ii) increased or established, or committed to increase or establish, whether orally or in writing, any form of compensation or benefits payable or to become payable by the Company Group CRC to any of its officers"service providers" (which when used in this Agreement, directorsshall be defined to consist of CRC's employees, consultantsconsultants and independent contractors) or changes pursuant to employment agreements currently in effect or changes in position except such increases or modifications as would be permitted pursuant to Section 5.1(n) hereof; (v) any increase in or modification of any bonus, employees pension, insurance or other employee benefit plan, payment or arrangement (including, without limitation, the granting of stock options, restricted stock awards or stock appreciation rights) made to, for or with any of its service providers; (vi) any alteration in any term of any outstanding security of CRC; (vii) any making of any loan, advance or capital contribution to, or investment in, any person other than advances made in the ordinary course of business of CRC; (viii) any change made by CRC in its method of operating the business of CRC or in its accounting practices relating thereto; (ix) any mortgage, pledge, lien, security interest, hypothecation, charge or other encumbrance imposed or agreed to be imposed on the assets of CRC other than liens arising with respect to taxes not yet due and payable, and such liens and encumbrances, if any, which arise in the ordinary course of business and are not material in nature or amount either individually or in the aggregate, and which do not detract from the value of the assets of CRC or impair the operations conducted thereon; (x) any sale, lease, or disposition of, or any agreement to sell, lease, or dispose of any of the assets of CRC, other than sales, leases, or dispositions in the usual and ordinary course of business and consistent with prior practice; (xi) any modification, waiver, change, amendment, release, rescission, accord and satisfaction, or termination of, or with respect to, any material term, condition, or provision of any contract, agreement, license, or other instrument to which CRC is a party and relating to or affecting the Business Condition, other than any satisfaction by performance in accordance with the terms thereof in the usual and ordinary course of business and consistent with prior practice; (xii) any labor disputes or disturbances affecting in an adverse fashion the Business Condition, including, without limitation, pursuant to any Employee Plan; (iii) adopted, entered into, established, amended, modified, or terminated any Employee Plan (other than any such adoption, entrance into, establishment, amendment, modification or termination that occurred prior to the date of this Agreement); (iv) accelerated the vesting or payment filing of any compensation petition or benefits under any Employee Plan (other than as required under any Employee Plan pursuant to terms charge of such Employee Plan in existence as of unfair labor practices with the date hereof); or (v) granted any cash bonus, incentive, performance or other incentive compensationNational Labor Relations Board; (exiii) any notice (written or unwritten) from any employee of CRC who provides any services to CRC that such employee has terminated, or intends to terminate, such employee's employment with CRC; (xiv) any notice (written or unwritten) from any of CRC's suppliers that any such supplier will not continue to supply the Company Group has not taken current level and type of goods currently being provided by such supplier to CRC on similar terms and conditions; (xv) any action adverse relationships or conditions with vendors or customers that may have a material adverse effect on the Business Condition; (xvi) any waivers, compromises or discharges of any rights or debt owed of substantial value to CRC; (xvii) any other event or condition of any character which could materially adversely affects, or may reasonably be expected to causeso affect, the Business Condition; or (xviii) any purchase or lease of or any agreements to purchase or lease capital assets by CRC in excess of $10,000 individually, or fail to take any reasonable action to prevent, any change in employee relations which has or is reasonably likely to have a material effect on excess of $25,000 in the productivity, the financial condition, results of operations of the Company Group or the relationships between the employees of the Company Group and the management of the Company Group;aggregate. (fxix) there has not been any change by the Company Group in accounting methods, principles or practices; (g) there has not been any issuance, transfer, sale, Encumbrance, redemption, repurchase or gift other acquisition of shares of CRC Common Stock (other than issuances pursuant to exercise of CRC Options or repurchases of CRC Common Stock at cost in the ordinary course under the terms of agreements relating to CRC Restricted Stock (as defined in Section 2.1(f)), or any Common Stockdeclaration, Preferred Stock setting aside or other Capital Stock payment of the Company Group or of any phantom stock, option, security convertible into or right to purchase any such Common Stock, Preferred Stock or other Capital Stock; (h) there has not been any dividend or other distribution by the Company Group (whether in cash, equity interests stock or other property)) with respect to CRC Common Stock; (ixx) the Company Group has not made any acquisition(A) incurrence, transfer, disposition assumption or sale of, or licensed, sub-licensed, abandoned, failed to maintain or permitted to lapse, guarantee by CRC of any material asset of the Company Group debt for borrowed money other than trade indebtedness incurred in the ordinary course of business consistent with past practices of the Company Group; (j) the Company Group has not (i) acquired practice, borrowings by merger or consolidation with, or purchased substantially all of the equity interests or assets of, any business or Person, (ii) made any investment in the securities (including debt instruments) of any Person or (iii) merged or consolidated with any Person; (k) other than the Encumbrances listed on Section 4.15(a) of the Sellers Disclosure Schedule, the Company Group has not mortgaged, granted a security interest in, pledged or subjected to Encumbrance (other than Permitted Encumbrances) any assets of the Company Group; (l) the Company Group has not (i) incurred or assumed any indebtedness for borrowed money other than advances drawn by the Company Group CRC under its credit agreement in the ordinary course of its business and borrowings by CRC from its lines P-Com and failing a loan by P-Com, from a third party, provided that such loan or loans are not senior in priority or preference to the existing indebtedness to P-Com, are at market rates, the proceeds therefrom are used solely for working capital purposes by CRC and the total outstanding indebtedness of credit and credit facilities existing on the date CRC at any time does not exceed $4,000,000; (B) any waiver or compromise by it of this Agreementa valuable right or of a debt owed to it; (C) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by it, except that which is not material to its Business Condition; (iiD) made issuance or sale of any loans securities convertible into or advances exchangeable for debt securities of CRC; or (E) issuance or sale of options or other rights to acquire from CRC, directly or indirectly, debt securities of CRC or any Personsecurities convertible into or exchangeable for any such debt securities; (mxxi) any transfer or grant of a right under the Company Group has not created any Subsidiary; CRC Intellectual Property Rights (n) the Company Group has not instituted, settled or agreed to settle any Proceedings; (o) the Company Group has not made any commitment for any capital expenditure as defined in excess of Two Hundred Thousand Dollars ($200,000) in the aggregate; (pSection 3.1(o)) other than any Material Contracts entered into prior to the date of this Agreement, the Company Group has not entered into any Material Contract other than those entered into transferred or granted in the ordinary course of business consistent with past practices of the Company Grouppractice; or (xxii) Any agreement or arrangement made by CRC to take any action which, and the Company Group has not amended, modified, renewed or terminated any Material Contract (other than any such amendment, modification, renewal or termination that occurred if taken prior to the date of hereof, would have made any representation or warranty set forth in this Agreement); (q) the Company Group has not renewed Section 3.1 untrue or entered into any non-compete, exclusivity, non-solicitation or other agreement that restricts or limits, in any material respect, the operations incorrect as of the Company Group (or Buyer or any of its Affiliates) after consummation of the Closing; (r) the Company Group has not disclosed any trade secrets or other proprietary and confidential information to any Person that is not subject to a written confidentiality and non-disclosure agreement; (s) with respect to the Company Group, there has been no new, change in or revocation of any Tax election; settlement or compromise of any claim, notice, audit report or assessment in respect of Taxes; change in any annual Tax accounting period, adoption or change in any method of Tax accounting; filing of any amended Tax Return; entrance into any tax allocation agreement, tax sharing agreement, tax indemnity agreement or closing agreement relating to any Tax; surrender of any right to claim a material Tax refund; or consent to any extension or waiver of the statute of limitations period applicable to any Tax claim or assessment; (t) the Company Group has operated, maintained, insured, repaired and otherwise preserved the Real Property substantially in accordance with past practice of the Company Group, and performed all obligations of the Company Group as tenant under the Real Property Leases; and (u) the Company Group has not authorized, agreed or entered into any Contract or commitment to take any of the types of action described in subsections (a) through (u) abovedate when made.

Absence of Certain Changes and Events. Except as contemplated by ------------------------------------- this Agreement and as set forth on Schedule 4.17 or delivered to Zevnik Horton ------------- ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & Fognani, L.L.P. prior to the Execution Date (which schedule may set forth in addition to past matters, matters which occur between the date hereof and Closing), since December 31, ▇▇▇▇, ▇▇▇▇ and the ZSPN Subsidiaries have conducted the businesses of the Radio Stations, the Outdoor Business and the Internet Sites only in the Ordinary Course of Business and there has not been any: (a) material transaction by ZSPN except in the Ordinary Course of Business and consistent with past practices; (b) amendments or changes to the Certificate of Incorporation or Bylaws of ZSPN; (c) capital expenditure or commitment by ZSPN or any of the ZSPN Subsidiaries, either individually or in the aggregate, exceeding One Hundred Thousand Dollars ($100,000.00); (d) destruction of, material damage to or loss of any material assets or business of ZSPN or any of the ZSPN Subsidiaries (whether or not covered by insurance); (e) institution of a suit or other administrative proceeding claiming wrongful discharge or other unlawful labor practice or Breach of collective bargaining agreement by ZSPN or any ZSPN subsidiary; (f) change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by ZSPN or any of the ZSPN Subsidiaries; (g) revaluation by ZSPN or any of the ZSPN Subsidiaries of any of their respective assets; (h) declaration, setting aside or payment of a dividend or other distribution with respect to the capital stock of ZSPN, or any direct or indirect redemption, purchase or other acquisition by ZSPN of any of its capital stock other than pursuant to any stock or agreement with an employee; (i) increase in the salary or other compensation payable or to become payable to any of the officers, directors, employees or consultants of ZSPN or any of the ZSPN Subsidiaries whose annual compensation in any individual case exceeds One Hundred Thousand Dollars ($100,000) per annum, or the declaration, payment or commitment or obligation of any kind for the payment of a bonus or other additional salary or compensation to any such person except as, in any such case, (i) otherwise contemplated by this Agreement or as set forth on Section 4.07 of the Sellers Disclosure Schedule, since March 31, 2012: (a) the Business has been conducted in the ordinary course, substantially in the manner that such Business was heretofore conducted and in material compliance with applicable Law; (b) no circumstance, condition, event or change has occurred that has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (c) none of the Constitutional Documents of any member of the Company Group has been amended; (d) the Company Group has not (i) hired or terminated any employee, consultant or manager (other than any such hire or termination that occurred prior to the date of this Agreement); (ii) increased or established, or committed to increase or establish, whether orally or in writing, any form of compensation or benefits payable or to become payable by the Company Group to its officers, directors, consultants, employees or other service providers, including, without limitation, pursuant to any Employee Plan; (iii) adopted, entered into, established, amended, modified, or terminated any Employee Plan (other than any such adoption, entrance into, establishment, amendment, modification or termination that occurred prior to the date of this Agreement); (iv) accelerated the vesting or payment of any compensation or benefits under any Employee Plan (other than as required under any Employee Plan pursuant to terms of such Employee Plan in existence as of the date hereof); or (v) granted any cash bonus, incentive, performance or other incentive compensation; (e) the Company Group has not taken any action which could reasonably be expected to cause, or fail to take any reasonable action to prevent, any change in employee relations which has or is reasonably likely to have a material effect on the productivity, the financial condition, results of operations of the Company Group or the relationships between the employees of the Company Group and the management of the Company Group; (f) there has not been any change by the Company Group in accounting methods, principles or practices; (g) there has not been any issuance, transfer, sale, Encumbrance, redemption, repurchase or gift of any Common Stock, Preferred Stock or other Capital Stock of the Company Group or of any phantom stock, option, security convertible into or right to purchase any such Common Stock, Preferred Stock or other Capital Stock; (h) there has not been any dividend or distribution by the Company Group (whether in cash, equity interests or other property); (i) the Company Group has not made any acquisition, transfer, disposition or sale of, or licensed, sub-licensed, abandoned, failed to maintain or permitted to lapse, any material asset of the Company Group other than in the ordinary course of business consistent with past practices the prior practice of the Company GroupZSPN or such ZSPN subsidiary; (j) the Company Group has not (i) acquired by merger sale, lease, license or consolidation with, or purchased substantially all other material disposition of any of the equity interests assets or assets ofproperties of ZSPN or the ZSPN Subsidiaries, any business or Person, (ii) made any investment except in the securities (including debt instruments) Ordinary Course of any Person or (iii) merged or consolidated Business as conducted on that date and consistent with any Personpast practices; (k) other than the Encumbrances listed on Section 4.15(a) amendment or termination of any Contract or material Real Property Lease or Outdoor Lease to which ZSPN or any of the Sellers Disclosure Schedule, the Company Group has not mortgaged, granted ZSPN Subsidiaries is a security interest in, pledged party or subjected to Encumbrance (other than Permitted Encumbrances) any assets of the Company Groupby which they are bound; (l) the Company Group has not (i) incurred loan by ZSPN to any person or assumed entity, incurring by ZSPN of any indebtedness indebtedness, guaranteeing by ZSPN of any indebtedness, issuance or sale of any debt securities of ZSPN or guaranteeing of any debt securities of others, except for borrowed money other than advances drawn by the Company Group to employees for travel and business expenses in the ordinary course Ordinary Course of its business from its lines of credit Business and except pursuant to currently outstanding credit facilities existing on the date of this Agreement, or (ii) made any loans or advances to any Personand refinancings and extensions thereof; (m) waiver or release of any material right or claim of ZSPN or the Company Group has not created ZSPN Subsidiaries, including any Subsidiarycompromise of any account receivable of ZSPN or any of the ZSPN Subsidiaries, except in the Ordinary Course of Business and consistent with past practices; (n) commencement or notice of commencement of any lawsuit or proceeding against or investigation of ZSPN or the Company Group has not instituted, settled or agreed to settle any ProceedingsZSPN Subsidiaries involving an amount in controversy of over Fifty Thousand Dollars ($50,000); (o) notice of any claim of ownership by a third party of the Company Group has not made ZSPN Intellectual Property Assets (as defined in Section 4.24 below) or of infringement by ZSPN of any commitment for any capital expenditure in excess of Two Hundred Thousand Dollars ($200,000) in the aggregatethird party's Intellectual Property Assets; (p) issuance or sale by ZSPN or any of the ZSPN Subsidiaries of any of their respective shares of capital stock, or securities exchangeable, convertible or exercisable therefor, or of any other of its securities other than any Material Contracts entered into prior pursuant to the date of this Agreement, the Company Group has not entered into any Material Contract other than those entered into in the ordinary course of business consistent with past practices of the Company Group, and the Company Group has not amended, modified, renewed or terminated any Material Contract (other than any such amendment, modification, renewal or termination that occurred prior to the date of this Agreement);currently outstanding ZSPN Options; or (q) the Company Group has not renewed or entered into any non-compete, exclusivity, non-solicitation or other agreement that restricts or limits, in any material respect, the operations of the Company Group (or Buyer by ZSPN or any of its Affiliates) after consummation of the Closing; (r) the Company Group has not disclosed any trade secrets officer or other proprietary and confidential information employees thereof to any Person that is not subject to a written confidentiality and non-disclosure agreement; (s) with respect to the Company Group, there has been no new, change in or revocation of any Tax election; settlement or compromise of any claim, notice, audit report or assessment in respect of Taxes; change in any annual Tax accounting period, adoption or change in any method of Tax accounting; filing of any amended Tax Return; entrance into any tax allocation agreement, tax sharing agreement, tax indemnity agreement or closing agreement relating to any Tax; surrender of any right to claim a material Tax refund; or consent to any extension or waiver of the statute of limitations period applicable to any Tax claim or assessment; (t) the Company Group has operated, maintained, insured, repaired and otherwise preserved the Real Property substantially in accordance with past practice of the Company Group, and performed all obligations of the Company Group as tenant under the Real Property Leases; and (u) the Company Group has not authorized, agreed or entered into any Contract or commitment to take do any of the types of action things described in subsections the preceding clauses (a) through (u) abovep).

Absence of Certain Changes and Events. Except as otherwise contemplated by this Agreement disclosed on Schedule 2.10 or as set forth on Section 4.07 of in the Sellers Disclosure ScheduleR Systems Financial Statements, since March 31, 2012the R Systems Financial Statement Date: (a) none of the Business R Systems Companies has been conducted incurred any material obligation or liability except for normal obligations incurred in the ordinary course, substantially in the manner that such Business was heretofore conducted and in material compliance with applicable Lawcourse of business; (b) no circumstancecasualty, condition, event loss or change damage has occurred that has had with respect to any of the assets of the R Systems Companies, whether or not the same is covered by insurance, except for those casualties, losses or damages which would reasonably be expected to havenot, individually or in the aggregate, a Material Adverse Effectbe reasonably expected to exceed $50,000; (c) none of the Constitutional Documents R Systems Companies has sold, transferred, pledged, encumbered or otherwise disposed of any member of its assets or any interest therein, or agreed to do any of the Company Group has been amendedforegoing, except for sales of assets for aggregate proceeds not in excess of $25,000; (d) none of the Company Group R Systems Companies has not (i) hired or terminated written off as uncollectible any employee, consultant or manager (other than any such hire or termination that occurred prior to the date of this Agreement); (ii) increased or establishedits accounts receivable, or committed to increase or establish, whether orally or in writing, any form of compensation or benefits payable or to become payable by written down the Company Group to its officers, directors, consultants, employees or other service providers, including, without limitation, pursuant to any Employee Plan; (iii) adopted, entered into, established, amended, modified, or terminated any Employee Plan (other than any such adoption, entrance into, establishment, amendment, modification or termination that occurred prior to the date of this Agreement); (iv) accelerated the vesting or payment value of any compensation or benefits under any Employee Plan (other than as required under any Employee Plan pursuant to terms of such Employee Plan in existence as of the date hereof); or (v) granted any cash bonusassets, incentive, performance or other incentive compensation; (e) the Company Group has not taken any action which could reasonably be expected to cause, or fail to take any reasonable action to prevent, any change except in employee relations which has or is reasonably likely to have a material effect on the productivity, the financial condition, results of operations of the Company Group or the relationships between the employees of the Company Group and the management of the Company Group; (f) there has not been any change by the Company Group in accounting methods, principles or practices; (g) there has not been any issuance, transfer, sale, Encumbrance, redemption, repurchase or gift of any Common Stock, Preferred Stock or other Capital Stock of the Company Group or of any phantom stock, option, security convertible into or right to purchase any such Common Stock, Preferred Stock or other Capital Stock; (h) there has not been any dividend or distribution by the Company Group (whether in cash, equity interests or other property); (i) the Company Group has not made any acquisition, transfer, disposition or sale of, or licensed, sub-licensed, abandoned, failed to maintain or permitted to lapse, any material asset of the Company Group other than each case in the ordinary course of business consistent with past practices of the Company Grouppractice; (je) the Company Group has not (i) acquired by merger or consolidation with, or purchased substantially all none of the equity interests R Systems Companies has waived or released any of its rights with respect to its business or assets of, or permitted any business or Person, (ii) made any investment in of such rights to lapse except to the securities (including debt instruments) of any Person or (iii) merged or consolidated with any Person; (k) other than the Encumbrances listed on Section 4.15(a) of the Sellers Disclosure Schedule, the Company Group has not mortgaged, granted a security interest in, pledged or subjected to Encumbrance (other than Permitted Encumbrances) any assets of the Company Group; (l) the Company Group has not (i) incurred or assumed any indebtedness for borrowed money other than advances drawn by the Company Group extent that such actions are in the ordinary course of business or, in the exercise of R Systems' reasonable business judgment, are otherwise in the best interests of the R Systems Companies; (f) no executive officer or other key employee of any of the R Systems Companies has left his or her employment with the R Systems Companies; (g) none of the R Systems Companies has granted, and is not committed to grant, any salary or wage increases to any of its business from its lines of credit and credit facilities existing employees, except for individual salary or wage increases which will not exceed $15,000 in the twelve month period commencing on the date of this Agreement, or (ii) made any loans or advances to any Personhereof; (mh) none of the Company Group R Systems Companies has not created any Subsidiary; (n) the Company Group has not institutedmade, settled or agreed committed to settle any Proceedings; (o) the Company Group has not made any commitment for make, any capital expenditure expenditures in excess of Two Hundred Thousand Dollars ($200,000) 50,000 in the aggregate; (pi) there has been no payment, discharge or other satisfaction of any liabilities of any of the R Systems Companies, whether direct or indirect, fixed or contingent or otherwise, other than any Material Contracts entered into prior to the date satisfaction, in the ordinary course of this Agreementbusiness, of liabilities reflected on the Company Group has not entered into any Material Contract other than those entered into R Systems Current Financial Statements or incurred in the ordinary course of business consistent with past practices of since the Company Group, and the Company Group has not amended, modified, renewed or terminated any Material Contract (other than any such amendment, modification, renewal or termination that occurred prior to the date of this Agreement)R Systems Financial Statement Date; (qj) none of the Company Group R Systems Companies has not renewed or entered into any non-compete, exclusivity, non-solicitation or other agreement that restricts or limits, in introduced any material respectchange with respect to its business, the operations of the Company Group (or Buyer or any of its Affiliates) after consummation of the Closing; (r) the Company Group has not disclosed any trade secrets or other proprietary and confidential information to any Person that is not subject to a written confidentiality and non-disclosure agreement; (s) including without limitation with respect to the Company Groupproducts or services it sells, there has been no newthe areas in which such products or services are sold, change in its marketing techniques or revocation of any Tax election; settlement or compromise of any claim, notice, audit report or assessment in respect of Taxes; change in any annual Tax its accounting period, adoption or change in any method of Tax accounting; filing of any amended Tax Return; entrance into any tax allocation agreement, tax sharing agreement, tax indemnity agreement or closing agreement relating to any Tax; surrender of any right to claim a material Tax refund; or consent to any extension or waiver of the statute of limitations period applicable to any Tax claim or assessmentmethods; (tk) the Company Group has operated, maintained, insured, repaired and otherwise preserved the Real Property substantially in accordance with past practice none of the Company GroupR Systems Companies or Rekhi have taken any actions which, and performed all obligations of if taken after the Company Group as tenant under the Real Property Leasesdate hereof, would violate Section 5.01(a) hereof; and (ul) the Company Group no R Systems Material Adverse Change, and no event which is likely to result in a R Systems Material Adverse Change, has not authorized, agreed or entered into any Contract or commitment to take any of the types of action described in subsections (a) through (u) aboveoccurred.

Absence of Certain Changes and Events. Except as otherwise contemplated by this Agreement or as set forth on Section 4.07 of the Sellers Disclosure ScheduleSince January 1, since March 312000, 2012there has not been: (a) Any event, including, without limitation, shortage of materials or supplies, fire, explosion, accident, requisition or taking of property by any governmental agency, flood, drought, earthquake, or other natural event, riot, act of God or a public enemy, or damage, destruction, or other casualty, whether covered by insurance or not, which has had a material adverse effect on the Business has been conducted in Assets or any such event which would have such an effect on the ordinary course, substantially in the manner that such Business was heretofore conducted and in material compliance with applicable LawAssets; (b) no circumstanceAny material change made by Seller in its methods of licensing or supporting the Software; (c) Any mortgage, conditionpledge, event lien, security interest, hypothecation, charge or change has occurred that has had other encumbrance imposed or would reasonably agreed to be expected imposed on or with respect to havethe Assets other than liens arising with respect to taxes not yet due and payable, and such minor liens and encumbrances, if any, which arise in the ordinary course of business and are not material in nature or amount either individually or in the aggregate, a Material Adverse Effect; (c) none and which do not detract from the value of the Constitutional Documents of Assets, in the aggregate, or impair the operations conducted thereon or any member of the Company Group has been amendeddischarge or satisfaction thereof; (d) Any sale, lease, or disposition of, or any agreement to sell, lease, or dispose of any of the Company Group has not Assets, other than sales, leases, or dispositions in the usual and ordinary course of business and consistent with prior practice; (ie) hired Any material modification, waiver, change, amendment, release, rescission, accord and satisfaction, or terminated termination of, or with respect to, any employeeterm, consultant condition, or manager (provision of any contract, agreement, license, or other instrument relating exclusively to the Assets, other than any such hire satisfaction by performance in accordance with the terms thereof in the usual and ordinary course of business and consistent with prior practice; (f) Any labor disputes or termination that occurred prior to disturbances materially affecting in an adverse manner the date of this Agreement); (ii) increased or established, or committed to increase or establish, whether orally or in writing, any form of compensation or benefits payable or to become payable by the Company Group to its officers, directors, consultants, employees or other service providersAssets, including, without limitation, pursuant to any Employee Plan; (iii) adopted, entered into, established, amended, modified, or terminated any Employee Plan (other than any such adoption, entrance into, establishment, amendment, modification or termination that occurred prior to the date of this Agreement); (iv) accelerated the vesting or payment filing of any compensation petition or benefits under any Employee Plan (other than as required under any Employee Plan pursuant to terms charge of such Employee Plan in existence as of unfair labor practices with the date hereof); or (v) granted any cash bonus, incentive, performance or other incentive compensation; (e) the Company Group has not taken any action which could reasonably be expected to cause, or fail to take any reasonable action to prevent, any change in employee relations which has or is reasonably likely to have a material effect on the productivity, the financial condition, results of operations of the Company Group or the relationships between the employees of the Company Group and the management of the Company Group; (f) there has not been any change by the Company Group in accounting methods, principles or practicesNational Labor Relations Board; (g) there Any written notice from any Employee (as defined in Section 5.17 below) that such employee has not been any issuanceterminated, transferor intends to terminate, sale, Encumbrance, redemption, repurchase or gift of any Common Stock, Preferred Stock or other Capital Stock of the Company Group or of any phantom stock, option, security convertible into or right to purchase any such Common Stock, Preferred Stock or other Capital StockEmployee's employment with Seller; (h) there has not been any dividend Any adverse relationships or distribution by conditions with vendors or customers that may have an material adverse effect on the Company Group (whether in cash, equity interests or other property)Assets; (i) the Company Group has not made any acquisition, transfer, disposition or sale of, or licensed, sub-licensed, abandoned, failed to maintain or permitted to lapse, Any waivers of any material asset rights of substantial value relating to the Company Group other than in the ordinary course of business consistent with past practices of the Company Group;Assets by Seller; or (j) the Company Group has not (i) acquired by merger Any other event or consolidation with, or purchased substantially all of the equity interests or assets of, any business or Person, (ii) made any investment in the securities (including debt instruments) condition of any Person or (iii) merged or consolidated with any Person; (k) other than character which materially and adversely affects the Encumbrances listed on Section 4.15(a) of the Sellers Disclosure Schedule, the Company Group has not mortgaged, granted a security interest in, pledged or subjected to Encumbrance (other than Permitted Encumbrances) any assets of the Company Group; (l) the Company Group has not (i) incurred or assumed any indebtedness for borrowed money other than advances drawn by the Company Group in the ordinary course of its business from its lines of credit and credit facilities existing on the date of this Agreement, or (ii) made any loans or advances to any Person; (m) the Company Group has not created any Subsidiary; (n) the Company Group has not instituted, settled or agreed to settle any Proceedings; (o) the Company Group has not made any commitment for any capital expenditure in excess of Two Hundred Thousand Dollars ($200,000) in the aggregate; (p) other than any Material Contracts entered into prior to the date of this Agreement, the Company Group has not entered into any Material Contract other than those entered into in the ordinary course of business consistent with past practices of the Company Group, and the Company Group has not amended, modified, renewed or terminated any Material Contract (other than any such amendment, modification, renewal or termination that occurred prior to the date of this Agreement); (q) the Company Group has not renewed or entered into any non-compete, exclusivity, non-solicitation or other agreement that restricts or limits, in any material respect, the operations of the Company Group (or Buyer or any of its Affiliates) after consummation of the Closing; (r) the Company Group has not disclosed any trade secrets or other proprietary and confidential information to any Person that is not subject to a written confidentiality and non-disclosure agreement; (s) with respect to the Company Group, there has been no new, change in or revocation of any Tax election; settlement or compromise of any claim, notice, audit report or assessment in respect of Taxes; change in any annual Tax accounting period, adoption or change in any method of Tax accounting; filing of any amended Tax Return; entrance into any tax allocation agreement, tax sharing agreement, tax indemnity agreement or closing agreement relating to any Tax; surrender of any right to claim a material Tax refund; or consent to any extension or waiver of the statute of limitations period applicable to any Tax claim or assessment; (t) the Company Group has operated, maintained, insured, repaired and otherwise preserved the Real Property substantially in accordance with past practice of the Company Group, and performed all obligations of the Company Group as tenant under the Real Property Leases; and (u) the Company Group has not authorized, agreed or entered into any Contract or commitment to take any of the types of action described in subsections (a) through (u) aboveAssets.

Absence of Certain Changes and Events. Except Since the date of the Company Audited Financial Statements, the Company and each of its Subsidiaries have conducted their businesses in the ordinary course of business consistent with past practice and, except as otherwise expressly contemplated by this Agreement or as set forth on Section 4.07 of the Sellers Disclosure Scheduleany other Transaction Document, since March 31, 2012there has not been any: (a) the Business has been conducted in the ordinary coursechange, substantially in the manner that such Business was heretofore conducted and in material compliance with applicable Law; (b) no circumstanceevent, condition, event occurrence, contingency or change has occurred that development that, individually or in the aggregate, has had or would reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect; (cb) none of amendment to the Constitutional Documents of any member organizational documents of the Company Group has been amendedor any of its Subsidiaries; (c) change in the Company’s or any of its Subsidiaries authorized or issued capital stock; any declaration, setting aside or payment of any dividends or other distributions or payments in respect of any shares of capital stock of the Company or any of its Subsidiaries (other than distributions or payments to the Company or one of its Wholly-Owned Core Subsidiaries), or any repurchase, redemption or other acquisition by the Company or any of its Subsidiaries of any of such shares of capital stock or other securities of the Company or any of its Subsidiaries, except for repurchases from the ESOP and its distributees, and repurchases permitted set forth on Section 5.8(c) of the Company Disclosure Schedule; (d) capital contributions (other than capital contributions consisting solely of Non-Core Assets) or loans made by the Company Group has not and/or any Core Subsidiary to any Non-Core Subsidiary, or entry into any agreement between the Company and/or any Core Subsidiary, on the one hand, and any Non-Core Subsidiar(ies), on the other hand, other than loans as part of the routine cash management of the Company and its Subsidiaries in the ordinary course of business consistent with past practice; (e) change in the independent accountants of the Company or any of its Subsidiaries or any material change in the accounting methods, principles or practices followed by the Company or any of its Subsidiaries (except for any such change required by reason of a concurrent change in GAAP); (f) (i) hired adoption, material amendment or terminated material modification of an Employee Benefit Plan (or any employee, consultant or manager (other than material amendment to any such hire or termination that occurred prior to the date of this Agreementexisting plan); , (ii) increased grant of severance or establishedtermination pay to any director or executive officer of the Company or any of its Core Subsidiaries, or committed to (iii) increase or establish, whether orally or in writing, any form of the compensation or salary of, benefits payable or to become payable by the Company Group to its officersto, directors, consultants, employees or other service providers, including, without limitation, pursuant to any Employee Plan; (iii) adopted, entered into, established, amended, modified, or terminated any Employee Plan (other than any such adoption, entrance into, establishment, amendment, modification or termination that occurred prior to the date of this Agreement); (iv) accelerated the vesting or payment of any compensation or benefits under any Employee Plan (other than as required under any Employee Plan pursuant to terms of such Employee Plan in existence as of the date hereof); or (v) granted any cash bonus, incentive, performance or other incentive compensation; (e) the Company Group has not taken any action which could reasonably be expected to cause, or fail to take any reasonable action to preventbonus to, any change in employee relations which has or is reasonably likely to have a material effect on the productivity, the financial condition, results of operations (but excluding directors and executive officers) of the Company Group or the relationships between the employees any of the Company Group and the management of the Company Group; (f) there has not been any change by the Company Group in accounting methods, principles or practices; (g) there has not been any issuance, transfer, sale, Encumbrance, redemption, repurchase or gift of any Common Stock, Preferred Stock or other Capital Stock of the Company Group or of any phantom stock, option, security convertible into or right to purchase any such Common Stock, Preferred Stock or other Capital Stock; (h) there has not been any dividend or distribution by the Company Group (whether in cash, equity interests or other property); (i) the Company Group has not made any acquisition, transfer, disposition or sale of, or licensed, sub-licensed, abandoned, failed to maintain or permitted to lapse, any material asset of the Company Group its Core Subsidiaries other than in the ordinary course of business consistent with past practices practice, or (iv) change with respect to the compensation or other benefits payable to or to become payable to, or payment of any bonus to, any director or executive officer of the Company Groupor any of its Core Subsidiaries; (jg) sale, assignment, transfer, hypothecation, conveyance, lease, license, or other disposition of any asset or property of the Company Group has not or any of its Subsidiaries, except (i) acquired by merger or consolidation with, or purchased substantially all of the equity interests or assets of, any business or Person, (ii) made any investment in the securities (including debt instruments) of any Person or (iii) merged or consolidated with any Person; (k) other than the Encumbrances listed on Section 4.15(a) of the Sellers Disclosure Schedule, the Company Group has not mortgaged, granted a security interest in, pledged or subjected to Encumbrance (other than Permitted Encumbrances) any assets of the Company Group; (l) the Company Group has not (i) incurred or assumed any indebtedness for borrowed money other than advances drawn by the Company Group in the ordinary course of its business from its lines of credit and credit facilities existing on the date of this Agreement, or (ii) made any loans or advances to any Person; (m) the Company Group has not created any Subsidiary; (n) the Company Group has not instituted, settled or agreed to settle any Proceedings; (o) the Company Group has not made any commitment for any capital expenditure in excess of Two Hundred Thousand Dollars ($200,000) in the aggregate; (p) other than any Material Contracts entered into prior to the date of this Agreement, the Company Group has not entered into any Material Contract other than those entered into in the ordinary course of business consistent with past practices practice or (ii) Permitted Non-Core Asset Sales, or mortgage, pledge, or imposition of any Encumbrance on any asset or property of the Company Groupor any of its Subsidiaries, except for (x) Permitted Encumbrances, (y) liens granted in the transactions contemplated by the Refinancing, and (z) in the Company Group has not amended, modified, renewed or terminated any Material Contract (other than any such amendment, modification, renewal or termination that occurred prior to the date ordinary course of this Agreement)business consistent with past practice; (qh) the Company Group has not renewed or entered into failure to pay within 30 days of their due date any non-compete, exclusivity, non-solicitation or other agreement that restricts or limits, in any material respect, liabilities arising out of the operations of the businesses of the Company Group (or Buyer and each of its Subsidiaries, except with respect to any such liabilities being contested in good faith by the Company or any of its Affiliates) after consummation of the ClosingSubsidiaries; (ri) entry into, termination of, or receipt of notice of termination of (i) any material license, distributorship, dealer, sales representative, joint venture, credit, or similar agreement to which the Company Group has not disclosed or any trade secrets of its Core Subsidiaries is a party or (ii) any Contract or transaction entered other proprietary and confidential information than in the ordinary course of business consistent with past practice involving a total remaining commitment by or to the Company or any Person that is not subject to of its Core Subsidiaries of at least $1,000,000 or involving total payments by a written confidentiality and nonNon-disclosure agreement;Core Subsidiary in excess of $5,000,000; or (sj) agreement by the Company or any of its Subsidiaries (or only Core Subsidiaries, as applicable) with respect to the Company Group, there has been no new, change in or revocation of any Tax election; settlement or compromise of any claim, notice, audit report or assessment in respect of Taxes; change in any annual Tax accounting period, adoption or change in any method of Tax accounting; filing of any amended Tax Return; entrance into any tax allocation agreement, tax sharing agreement, tax indemnity agreement or closing agreement relating to any Tax; surrender of any right to claim a material Tax refund; or consent to any extension or waiver of the statute of limitations period applicable to any Tax claim or assessment; (t) the Company Group has operated, maintained, insured, repaired and otherwise preserved the Real Property substantially in accordance with past practice of the Company Group, and performed all obligations of the Company Group as tenant under the Real Property Leases; and (u) the Company Group has not authorized, agreed or entered into any Contract or commitment to take any of the types of action described in subsections (a) through (u) aboveforegoing.

Absence of Certain Changes and Events. Except as otherwise contemplated by this Agreement or Since June 30, 2005 (the "Balance Sheet Date"), the business of Seller has been conducted only in the ordinary course of business consistent with past practice of Seller (the "Ordinary Course"). Without limiting the foregoing, except as set forth on Section 4.07 of the Sellers Disclosure ScheduleSchedule 5.6, since March 31the Balance Sheet Date, 2012there has not been, occurred or arisen: (a) the Business has been conducted any material adverse change, taken as a whole, in the ordinary courseassets, substantially in the manner that such Business was heretofore conducted and in material compliance with applicable Lawliabilities, financial condition or results of operation of Seller; (b) no circumstanceany sale, condition, event lease or other disposition of any properties or assets of Seller in excess of $10,000 individually or in the aggregate except in the Ordinary Course; (c) any material change has occurred in the methods of doing business that has had or would reasonably be expected to have, individually or have a Material Adverse Effect (as defined below); (d) any material change in the aggregateaccounting principles or practices or the method of application of such principles or practices used by Seller, or any change in depreciation or amortization policies or rates previously adopted, that has had or would reasonably be expected to have a Material Adverse Effect; (ce) none any Encumbrance imposed or agreed to be imposed on or with respect to any of the Constitutional Documents of any member of the Company Group has been amendedAcquired Assets other than Permitted Encumbrances; (df) any material modification, waiver, change, amendment, release, rescission or termination of, or accord and satisfaction with respect to, any material term, condition or provision of any Contract, other than any satisfaction by performance in accordance with the Company Group terms thereof in the Ordinary Course; (g) any casualty, loss, damage or destruction (whether or not covered by insurance), or taking by eminent domain or other action by any Governmental Authority, that has not had or would reasonably be expected to have a Material Adverse Effect; (h) any adverse pending, or threatened dispute of any kind with any contractor, subcontractor, customer, supplier, employee, landlord, subtenant or licensee of Seller that is reasonably likely to result in any material reduction in the amount, or any change in the material terms or conditions or any material customer, supplier or other relationship of Seller that has had, or would reasonably be expected to have a Material Adverse Effect; (i) hired or terminated any employee, consultant or manager (other than any such hire or termination that occurred prior to in the date of this Agreement); (ii) increased or established, or committed to increase or establish, whether orally or in writingOrdinary Course, any form of increase in the compensation or benefits payable or to become payable by the Company Group to its any of Seller's officers, directorsemployees, consultants, employees agents or other service providers, consultants (including, without limitation, any increase pursuant to any Employee Plan; (iii) adoptedbonus, entered intopension, established, amended, modifiedprofit-sharing or other plan or commitment), or terminated any Employee Plan (other than any such adoption, entrance into, establishment, amendment, the entering into or modification or termination that occurred prior to the date of this Agreement); (iv) accelerated the vesting or payment of any employment contract or other agreement concerning the compensation of any officer, or employee, or the making of any loan to, or engagement in any transaction with, any officers, directors or shareholders of Seller, or the establishment of any new, or the modification of any existing, employee benefit, compensation or benefits under any Employee Plan (other than as required under any Employee Plan pursuant to terms stock plan of such Employee Plan in existence as Seller that affects the employees of the date hereof); or (v) granted any cash bonus, incentive, performance or other incentive compensationSeller; (ej) any capital expenditure or commitment therefor by Seller in excess of $25,000 in the aggregate for additions, alterations or modifications to the property, plant or equipment of Seller; (k) the Company Group incurrence or entering into of any transaction, contract or commitment by Seller with respect to its business, other than items incurred or entered into (as the case may be) in the Ordinary Course; (l) any payment, discharge or satisfaction of any claim, Encumbrance or liability by Seller in excess of $25,000 individually or in the aggregate, other than in the Ordinary Course; (m) any organized labor strike or grievance that has not taken any action which had or could reasonably be expected to cause, or fail to take any reasonable action to prevent, any change in employee relations which has or is reasonably likely to have a material effect on the productivity, the financial condition, results of operations of the Company Group or the relationships between the employees of the Company Group and the management of the Company Group; (f) there has not been any change by the Company Group in accounting methods, principles or practices; (g) there has not been any issuance, transfer, sale, Encumbrance, redemption, repurchase or gift of any Common Stock, Preferred Stock or other Capital Stock of the Company Group or of any phantom stock, option, security convertible into or right to purchase any such Common Stock, Preferred Stock or other Capital Stock; (h) there has not been any dividend or distribution by the Company Group (whether in cash, equity interests or other property); (i) the Company Group has not made any acquisition, transfer, disposition or sale of, or licensed, sub-licensed, abandoned, failed to maintain or permitted to lapse, any material asset of the Company Group other than in the ordinary course of business consistent with past practices of the Company Group; (j) the Company Group has not (i) acquired by merger or consolidation with, or purchased substantially all of the equity interests or assets of, any business or Person, (ii) made any investment in the securities (including debt instruments) of any Person or (iii) merged or consolidated with any Person; (k) other than the Encumbrances listed on Section 4.15(a) of the Sellers Disclosure Schedule, the Company Group has not mortgaged, granted a security interest in, pledged or subjected to Encumbrance (other than Permitted Encumbrances) any assets of the Company Group; (l) the Company Group has not (i) incurred or assumed any indebtedness for borrowed money other than advances drawn by the Company Group in the ordinary course of its business from its lines of credit and credit facilities existing on the date of this Agreement, or (ii) made any loans or advances to any Person; (m) the Company Group has not created any SubsidiaryMaterial Adverse Effect; (n) any license, sale, transfer, pledge, mortgage or other disposition of any tangible or intangible asset or Intellectual Property of Seller in excess of $25,000 individually or in the Company Group has not instituted, settled or agreed to settle any Proceedingsaggregate other than in the Ordinary Course; (o) the Company Group has not made any commitment for cancellation of any capital expenditure Indebtedness or claims or any amendment, termination, diminution or waiver of any rights of material value to Seller in excess of Two Hundred Thousand Dollars ($200,000) 25,000 individually or in the aggregate;; and (p) other than any Material Contracts entered into prior to the date of this Agreement, the Company Group has not entered into any Material Contract other than those entered into in the ordinary course of business consistent with past practices of the Company Group, and the Company Group has not amended, modified, renewed or terminated any Material Contract (other than any such amendment, modification, renewal or termination that occurred prior to the date of this Agreement); (q) the Company Group has not renewed or entered into any non-compete, exclusivity, non-solicitation or other agreement that restricts or limits, in any material respect, the operations of the Company Group (or Buyer or any of its Affiliates) after consummation of the Closing; (r) the Company Group has not disclosed any trade secrets or other proprietary and confidential information to any Person that is not subject to a written confidentiality and non-disclosure agreement; (s) with respect to the Company Group, there has been no new, change in or revocation of any Tax election; settlement or compromise of any claim, notice, audit report or assessment in respect of Taxes; change in any annual Tax accounting period, adoption or change in any method of Tax accounting; filing of any amended Tax Return; entrance into any tax allocation agreement, tax sharing agreement, tax indemnity agreement or closing agreement relating to any Tax; surrender of any right to claim a material Tax refund; understanding, whether in writing or consent to any extension or waiver of the statute of limitations period applicable to any Tax claim or assessment; (t) the Company Group has operatedotherwise, maintained, insured, repaired and otherwise preserved the Real Property substantially in accordance with past practice of the Company Group, and performed all obligations of the Company Group as tenant under the Real Property Leases; and (u) the Company Group has not authorized, agreed or entered into any Contract or commitment for Seller to take any of the types of action described actions specified in subsections (a) through (uo) above.

Absence of Certain Changes and Events. Except as otherwise contemplated by this Agreement or as set forth disclosed on Section 4.07 of the Sellers Disclosure ScheduleSchedule 2.11, since March 31, 2012the Effective Date: (a) the Business Company has been conducted not incurred any material obligation or liability except for normal trade obligations incurred in the ordinary course, substantially in the manner that such Business was heretofore conducted and in material compliance with applicable Lawcourse of business; (b) no circumstancecasualty, condition, event loss or change damage has occurred that has had with respect to any of the Company’s assets, whether or would reasonably be expected to have, individually or in not the aggregate, a Material Adverse Effectsame is covered by insurance; (c) none the Company has not sold, transferred or otherwise disposed of any of its assets or any interest therein, or agreed to do any of the Constitutional Documents foregoing, except for sales of any member inventory in the ordinary course of the Company Group has been amendedbusiness; (d) the Company Group has not (i) hired written off as uncollectible any of its Accounts Receivables or terminated any employee, consultant or manager (other than any such hire or termination that occurred prior to written down the date of this Agreement); (ii) increased or established, or committed to increase or establish, whether orally or in writing, any form of compensation or benefits payable or to become payable by the Company Group to its officers, directors, consultants, employees or other service providers, including, without limitation, pursuant to any Employee Plan; (iii) adopted, entered into, established, amended, modified, or terminated any Employee Plan (other than any such adoption, entrance into, establishment, amendment, modification or termination that occurred prior to the date of this Agreement); (iv) accelerated the vesting or payment value of any compensation or benefits under any Employee Plan (other than as required under any Employee Plan pursuant to terms of such Employee Plan in existence as its assets outside the normal course of the date hereof); or (v) granted any cash bonus, incentive, performance or other incentive compensationbusiness; (e) the Company Group has not taken waived or released any action which could reasonably be expected of its rights with respect to cause, its business or fail assets or permitted any of such rights to take any reasonable action to prevent, any change in employee relations which has or is reasonably likely to have a material effect on the productivity, the financial condition, results of operations of the Company Group or the relationships between the employees of the Company Group and the management of the Company Grouplapse; (f) there has not been any change by no key executive officer or other key employee of the Company Group in accounting methods, principles has left his or practicesher employment with the Company; (g) there the Company has not been any issuancegranted, transfer, sale, Encumbrance, redemption, repurchase or gift of any Common Stock, Preferred Stock or other Capital Stock of the Company Group or of any phantom stock, option, security convertible into or right and is not committed to purchase any such Common Stock, Preferred Stock or other Capital Stock; (h) there has not been any dividend or distribution by the Company Group (whether in cash, equity interests or other property); (i) the Company Group has not made any acquisition, transfer, disposition or sale of, or licensed, sub-licensed, abandoned, failed to maintain or permitted to lapsegrant, any material asset salary or wage increases to any of the Company Group other than its employees, except as occurs in the ordinary course of business consistent with past practices when an employee changes client assignments or following regular employee review; (h) the Company has not made, or committed to make, any capital expenditures in excess of Ten Thousand Dollars ($10,000) in the aggregate; (i) there has been no payment, discharge or other satisfaction of any liabilities of the Company GroupCompany, whether direct or indirect, fixed or contingent or otherwise, other than the satisfaction, in the ordinary course of business, of liabilities reflected on the Current Financial Statements or incurred in the ordinary course of business; (j) the Company Group has not (i) acquired by merger or consolidation withintroduced any material change with respect to its business, including without limitation, with respect to services it provides, the areas in which such services are provided, or purchased substantially all of the equity interests or assets of, any business or Person, (ii) made any investment in the securities (including debt instruments) of any Person or (iii) merged or consolidated with any Person;its accounting methods; and (k) other than no material adverse change, and no event which is likely to result in a material adverse change, has, to the Encumbrances listed on Section 4.15(a) Seller’s or SD’s knowledge, occurred or will occur as a result of the Sellers Disclosure Schedule, the Company Group has not mortgaged, granted a security interest in, pledged or subjected to Encumbrance (other than Permitted Encumbrances) any assets of the Company Group; (l) the Company Group has not (i) incurred or assumed any indebtedness for borrowed money other than advances drawn by the Company Group in the ordinary course of its business from its lines of credit and credit facilities existing on the date of this Agreement, or (ii) made any loans or advances to any Person; (m) the Company Group has not created any Subsidiary; (n) the Company Group has not instituted, settled or agreed to settle any Proceedings; (o) the Company Group has not made any commitment for any capital expenditure in excess of Two Hundred Thousand Dollars ($200,000) in the aggregate; (p) other than any Material Contracts entered into prior to the date of this Agreement, the Company Group has not entered into any Material Contract other than those entered into in the ordinary course of business consistent with past practices of the Company Group, and the Company Group has not amended, modified, renewed or terminated any Material Contract (other than any such amendment, modification, renewal or termination that occurred prior to the date of this Agreement); (q) the Company Group has not renewed or entered into any non-compete, exclusivity, non-solicitation or other agreement that restricts or limits, in any material respect, the operations of the Company Group (or Buyer or any of its Affiliates) after consummation of the Closing; (r) the Company Group has not disclosed any trade secrets or other proprietary and confidential information to any Person that is not subject to a written confidentiality and non-disclosure agreement; (s) with respect to the Company Group, there has been no new, change transactions contemplated in or revocation of any Tax election; settlement or compromise of any claim, notice, audit report or assessment in respect of Taxes; change in any annual Tax accounting period, adoption or change in any method of Tax accounting; filing of any amended Tax Return; entrance into any tax allocation agreement, tax sharing agreement, tax indemnity agreement or closing agreement relating to any Tax; surrender of any right to claim a material Tax refund; or consent to any extension or waiver of the statute of limitations period applicable to any Tax claim or assessment; (t) the Company Group has operated, maintained, insured, repaired and otherwise preserved the Real Property substantially in accordance with past practice of the Company Group, and performed all obligations of the Company Group as tenant under the Real Property Leases; and (u) the Company Group has not authorized, agreed or entered into any Contract or commitment to take any of the types of action described in subsections (a) through (u) abovethis Agreement.

Absence of Certain Changes and Events. Except as otherwise contemplated by this Agreement or as set forth on Section 4.07 of Since the Sellers Disclosure Schedule, since March 31, 2012Financial Statement Date: (a) the Business Company has been conducted not incurred any material obligation or liability that would be required to be set forth on a balance sheet prepared in accordance with GAAP except for normal trade obligations incurred in the ordinary course, substantially in the manner that such Business was heretofore conducted and in material compliance with applicable Lawcourse of business; (b) no circumstance, condition, event Lien has been placed on any of the assets of the Company which remains in existence on the date hereof or change has occurred that has had or would reasonably be expected to have, individually or in will remain on the aggregate, a Material Adverse EffectClosing Date; (c) none no uninsured casualty, loss or damage in excess of $250,000 in the aggregate has occurred with respect to any of the Constitutional Documents of any member of the Company Group has been amendedCompany's assets; (d) the Company Group has not (i) hired sold, transferred or terminated otherwise disposed of any employee, consultant of its properties or manager (other than assets or any such hire or termination that occurred prior to the date of this Agreement); (ii) increased or establishedinterest therein, or committed agreed to increase or establish, whether orally or in writing, do any form of compensation or benefits payable or to become payable by the Company Group to its officers, directors, consultants, employees or other service providers, including, without limitation, pursuant to any Employee Plan; (iii) adopted, entered into, established, amended, modified, or terminated any Employee Plan (other than any such adoption, entrance into, establishment, amendment, modification or termination that occurred prior to the date of this Agreement); (iv) accelerated the vesting or payment of any compensation or benefits under any Employee Plan (other than as required under any Employee Plan pursuant to terms of such Employee Plan in existence as of the date hereof); or (v) granted any cash bonusforegoing, incentive, performance or other incentive compensationexcept for sales of inventory in the ordinary course of business; (e) the Company Group has not taken written off as uncollectible any action which could reasonably be expected to causeaccounts receivable, or fail to take written down the value of any reasonable action to preventof its assets, any change except in employee relations which has or is reasonably likely to have each case in the ordinary course of business and at a material effect rate not greater than during the 12-month period ending on the productivity, the financial condition, results of operations of the Company Group or the relationships between the employees of the Company Group and the management of the Company GroupFinancial Statement Date; (f) there has not been any change by no executive officer of the Company Group in accounting methods, principles has left his or practicesher employment with the Company; (g) there the Company has not been granted, and is not committed to grant, any issuance, transfer, sale, Encumbrance, redemption, repurchase salary or gift wage increases to any of any Common Stock, Preferred Stock or its employees other Capital Stock than in the ordinary course of the Company Group or of any phantom stock, option, security convertible into or right to purchase any such Common Stock, Preferred Stock or other Capital Stockbusiness and consistent with past practice; (h) there the Company has not been made, or committed to make, any dividend or distribution by capital expenditures in excess of $250,000 in the Company Group (whether in cash, equity interests or other property)aggregate; (i) the Company Group has not made any acquisition, transfer, disposition or sale of, or licensed, sub-licensed, abandoned, failed to maintain or permitted to lapse, introduced any material asset change with respect to its business, including with respect to the products or services it sells, the areas in which such products or services are sold, its methods of manufacturing or distributing its products, the Company Group levels of inventory that it maintains, its marketing techniques or its accounting methods; (j) there has not been any labor dispute or claim of unfair labor practices involving the Company; any change, other than in the ordinary course of business consistent with past practices practice, in the compensation (in the form of salaries, wages, incentive arrangements or otherwise) payable or to become payable by the Company to any of its agents or independent contractors, or any payment or arrangement made to or with any of such agents or independent contractors; entering into any employment, deferred compensation or other similar agreement (or any amendment to any such existing agreement) with any officer, director or employee of the Company Group; (j) the Company Group has not (i) acquired by merger or consolidation with, or purchased substantially all of the equity interests or assets of, any business or Person, (ii) made any investment in the securities (including debt instruments) of any Person or (iii) merged or consolidated with any PersonCompany; (k) other than there has not been any change, and Sellers have not obtained any information concerning a prospective change, with respect to the Encumbrances listed on Section 4.15(a) officers or management of the Sellers Disclosure ScheduleCompany, the Company Group has not mortgaged, granted a security interest in, pledged any grant of any severance or subjected termination pay to Encumbrance (other than Permitted Encumbrances) any assets officer or employee of the Company Groupor any increase in benefits payable under any existing severance or termination pay policies or employment agreements; (l) the Company Group there has not (i) incurred been any material change in the manner of keeping books, accounts or assumed any indebtedness for borrowed money other than advances drawn records, accounting methods or practices, standard costs, credit practices or collection or pricing policies used by the Company Group in the ordinary course of its business from its lines of credit and credit facilities existing on the date of this Agreement, or (ii) made any loans or advances to any PersonCompany; (m) the Company Group has not created entered into any Subsidiaryother material transaction other than transactions in the ordinary course of business; (n) the Company Group there has not instituted, settled or agreed to settle been any Proceedingschange in the kind and amount of insurance maintained by the Company; (o) the Company Group has not made any commitment for payment on any Indebtedness or capital expenditure in excess leases, except regularly scheduled payments pursuant to the terms of Two Hundred Thousand Dollars ($200,000) in the aggregatesuch Indebtedness; (p) other than any Material Contracts entered into prior to the date of this Agreement, the Company Group has not entered into any Material Contract other than those entered into agreement, whether in the ordinary course of business consistent with past practices writing or otherwise, that would result in any of the Company Group, and transactions or events or require the Company Group has not amended, modified, renewed or terminated any Material Contract (other than any such amendment, modification, renewal or termination that occurred prior to the date of this Agreement); (q) the Company Group has not renewed or entered into any non-compete, exclusivity, non-solicitation or other agreement that restricts or limits, in any material respect, the operations of the Company Group (or Buyer or any of its Affiliates) after consummation of the Closing; (r) the Company Group has not disclosed any trade secrets or other proprietary and confidential information to any Person that is not subject to a written confidentiality and non-disclosure agreement; (s) with respect to the Company Group, there has been no new, change in or revocation of any Tax election; settlement or compromise of any claim, notice, audit report or assessment in respect of Taxes; change in any annual Tax accounting period, adoption or change in any method of Tax accounting; filing of any amended Tax Return; entrance into any tax allocation agreement, tax sharing agreement, tax indemnity agreement or closing agreement relating to any Tax; surrender of any right to claim a material Tax refund; or consent to any extension or waiver of the statute of limitations period applicable to any Tax claim or assessment; (t) the Company Group has operated, maintained, insured, repaired and otherwise preserved the Real Property substantially in accordance with past practice of the Company Group, and performed all obligations of the Company Group as tenant under the Real Property Leases; and (u) the Company Group has not authorized, agreed or entered into any Contract or commitment to take any of the types of action described actions specified in subsections paragraphs (a) through (uo) above; and (q) to Sellers' knowledge, no event has occurred and no condition exists which, individually or in the aggregate, has had, or is likely to have, a Material Adverse Effect.

Absence of Certain Changes and Events. Except as otherwise contemplated by this Agreement or as set forth on Section 4.07 of the Sellers Disclosure Schedule, since March Since December 31, 20122007 through the Closing Date, except (i) as disclosed in the 2007 Financial Statements or on Schedule 3.17 and (ii) for the transactions contemplated hereby: (a) the Business there has not been conducted any change in the ordinary courseissued and outstanding Interests; any grant of any Equity Rights of the Company; any issuance of any security convertible into such equity interests; any grant of any registration rights with respect to such equity interests; any purchase, substantially in redemption, retirement, or other acquisition by the manner that such Business was heretofore conducted and in material compliance with applicable LawCompany of any Interests; (b) no circumstance, condition, event or change there has occurred that has had or would reasonably be expected not been any amendment to have, individually or in the aggregate, a Material Adverse EffectCompany’s organizational documents; (c) none except in the ordinary course of business, the Constitutional Documents Company has not (i) incurred any Indebtedness, (ii) issued any debt securities, or (iii) assumed or guaranteed or otherwise become responsible for any Indebtedness of any member of the Company Group has been amendedPerson; (d) the Company Group has not made any acquisition (i) hired or terminated any employeeby merger, consultant or manager (other than any such hire or termination that occurred prior to the date of this Agreement); (ii) increased or establishedconsolidation, or committed to increase acquisition of equity interests or establishassets) of any corporation, whether orally or in writing, any form of compensation or benefits payable or to become payable by the Company Group to its officers, directors, consultants, employees partnership or other service providers, including, without limitation, pursuant to any Employee Plan; (iii) adopted, entered into, established, amended, modified, business organization or terminated any Employee Plan (other than any such adoption, entrance into, establishment, amendment, modification or termination that occurred prior to the date of this Agreement); (iv) accelerated the vesting or payment of any compensation or benefits under any Employee Plan (other than as required under any Employee Plan pursuant to terms of such Employee Plan in existence as of the date hereof); or (v) granted any cash bonus, incentive, performance or other incentive compensationdivision thereof; (e) the Company Group has not taken canceled or compromised any action which could reasonably be expected to causematerial Indebtedness or claim, or fail to take any reasonable action to prevent, any change in employee relations which has waived or is reasonably likely to have a material effect on the productivity, the financial condition, results of operations of the Company Group or the relationships between the employees of the Company Group and the management of the Company Group; (f) there has not been any change by the Company Group in accounting methods, principles or practices; (g) there has not been any issuance, transfer, sale, Encumbrance, redemption, repurchase or gift of any Common Stock, Preferred Stock or other Capital Stock of the Company Group or of any phantom stock, option, security convertible into or right to purchase any such Common Stock, Preferred Stock or other Capital Stock; (h) there has not been any dividend or distribution by the Company Group (whether in cash, equity interests or other property); (i) the Company Group has not made any acquisition, transfer, disposition or sale of, or licensed, sub-licensed, abandoned, failed to maintain or permitted to lapse, released any material asset right of the Company Group value or collected or compromised any material accounts receivable other than in the ordinary course of business consistent with past practices of the Company Groupbusiness; (jf) the Company Group has not (i) acquired by merger sold, assigned or consolidation with, or purchased substantially all of the equity interests or assets of, transferred any business or Person, (ii) made any investment in the securities (including debt instruments) of any Person or (iii) merged or consolidated with any Person; (k) other than the Encumbrances listed on Section 4.15(a) of the Sellers Disclosure Schedule, the Company Group has not mortgaged, granted a security interest in, pledged or subjected to Encumbrance (other than Permitted Encumbrances) any assets of the Company Group; (l) the Company Group has not (i) incurred or assumed any indebtedness for borrowed money other than advances drawn by the Company Group in the ordinary course of its business from its lines of credit and credit facilities existing on the date of this Agreement, or (ii) made any loans or advances to any Person; (m) the Company Group has not created any Subsidiary; (n) the Company Group has not instituted, settled or agreed to settle any Proceedings; (o) the Company Group has not made any commitment for any capital expenditure in excess of Two Hundred Thousand Dollars ($200,000) in the aggregate; (p) other than any Material Contracts entered into prior to the date of this Agreement, the Company Group has not entered into any Material Contract other than those entered into tangible assets except in the ordinary course of business consistent and except for any such assets having an aggregate value of less than $50,000; (g) except in the ordinary course of business, the Company has not entered into any contract that would be a Material Agreement or into any written employment or severance agreement with past practices any of the Company GroupEmployees or any collective bargaining agreement, and nor made any changes in the rate of compensation, commission, bonus or other direct or indirect remuneration payable, whether as bonus, extra compensation, pension or severance or vacation pay or otherwise, to any director, officer, Company Group has not amendedEmployee, modifiedsalesman, renewed distributor or terminated any Material Contract (other than any such amendment, modification, renewal or termination that occurred prior to the date of this Agreement)agent; (qh) the Company Group has not renewed or entered into any non-compete, exclusivity, non-solicitation or other agreement that restricts or limits, in made any material respect, the operations of the Company Group (or Buyer or any of its Affiliates) after consummation of the Closing; (r) the Company Group has not disclosed any trade secrets or other proprietary and confidential information to any Person that is not subject to a written confidentiality and non-disclosure agreement; (s) with respect to the Company Group, there has been no new, change in or revocation of any Tax election; settlement or compromise of any claim, notice, audit report or assessment in respect of Taxes; change in any annual Tax accounting period, adoption or change in any method of Tax accounting; filing of any amended Tax Return; entrance into any tax allocation agreement, tax sharing agreement, tax indemnity agreement or closing agreement relating to any Tax; surrender of any right to claim a material Tax refund; or consent to any extension or waiver of the statute of limitations period applicable to any Tax claim or assessment; (t) the Company Group has operated, maintained, insured, repaired and otherwise preserved the Real Property substantially in accordance with past practice of the Company Group, and performed all obligations of the Company Group as tenant under the Real Property Leases; and (ui) the Company Group has not authorized, agreed or entered into any Contract agreement or made any commitment to take any of the types of action actions described in any of subsections (a) through (u) set forth above.

Absence of Certain Changes and Events. Except as otherwise contemplated by this Agreement or Since the Balance Sheet Date, (a) Company has conducted its business in the ordinary course consistent with past practice, (b) except as set forth on Section 4.07 3.7 of the Sellers Company Disclosure Schedule, since March 31, 2012: neither Company nor the Bank has taken or allowed to occur any of the actions described in Section 5.2 and (a) the Business has been conducted in the ordinary course, substantially in the manner that such Business was heretofore conducted and in material compliance with applicable Law; (bc) no circumstance, condition, event or change has occurred that has had or would reasonably be expected to havecircumstance arisen that, individually or taken together with all other facts, circumstances and events (described in the aggregate, a Material Adverse Effect; (c) none of the Constitutional Documents of any member of the Company Group has been amended; (d) the Company Group has not (i) hired or terminated any employee, consultant or manager (other than any such hire or termination that occurred prior to the date paragraph of this AgreementSection 3.7 or otherwise); (ii) increased or established, or committed to increase or establish, whether orally or in writing, any form of compensation or benefits payable or to become payable by the Company Group to its officers, directors, consultants, employees or other service providers, including, without limitation, pursuant to any Employee Plan; (iii) adopted, entered into, established, amended, modified, or terminated any Employee Plan (other than any such adoption, entrance into, establishment, amendment, modification or termination that occurred prior to the date of this Agreement); (iv) accelerated the vesting or payment of any compensation or benefits under any Employee Plan (other than as required under any Employee Plan pursuant to terms of such Employee Plan in existence as of the date hereof); or (v) granted any cash bonus, incentive, performance or other incentive compensation; (e) the Company Group has not taken any action which could reasonably be expected to cause, or fail to take any reasonable action to prevent, any change in employee relations which has had or is reasonably likely to have a Material Adverse Effect with respect to Company. As used in this Agreement, the term “Material Adverse Effect” means with respect to any party, a material adverse effect on the productivity, (i) the financial condition, results of operations or business of the Company Group such party and its subsidiaries taken as a whole or the relationships between the employees of the Company Group and the management of the Company Group; (f) there has not been any change by the Company Group in accounting methods, principles or practices; (g) there has not been any issuance, transfer, sale, Encumbrance, redemption, repurchase or gift of any Common Stock, Preferred Stock or other Capital Stock of the Company Group or of any phantom stock, option, security convertible into or right to purchase any such Common Stock, Preferred Stock or other Capital Stock; (h) there has not been any dividend or distribution by the Company Group (whether in cash, equity interests or other property); (i) the Company Group has not made any acquisition, transfer, disposition or sale of, or licensed, sub-licensed, abandoned, failed to maintain or permitted to lapse, any material asset of the Company Group other than in the ordinary course of business consistent with past practices of the Company Group; (j) the Company Group has not (i) acquired by merger or consolidation with, or purchased substantially all of the equity interests or assets of, any business or Person, (ii) made the ability of such party to timely consummate the transactions contemplated by this Agreement; provided, however, that, with respect to clause (i), a “Material Adverse Effect” shall not be deemed to include the impact of (A) changes in banking and similar laws of general applicability or interpretations thereof by any investment federal or state banking, other regulatory, self-regulatory or enforcement authorities or any courts, administrative agencies, or commissions or other governmental authorities or instrumentalities (each, a “Governmental Entity”), (B) changes after the date hereof in applicable GAAP or regulatory accounting requirements applicable to banks and their holding companies generally, (C) changes in general United States economic conditions affecting banks and their holding companies generally, (D) any outbreak or escalation of hostilities, declared or undeclared acts of war or terrorism or any earthquakes, hurricanes, tornados or other natural disasters occurring in any jurisdiction in which Company or the securities Bank operates, (including debt instrumentsE) with respect to Company, the effects of any Person action or omission taken with the prior consent of Purchaser or as otherwise required by this Agreement, (iiiF) merged any change, circumstance, development, condition or consolidated with any Person; (k) other than occurrence resulting from the Encumbrances listed on Section 4.15(a) announcement of the Sellers Disclosure Schedule, the Company Group has not mortgaged, granted a security interest in, pledged or subjected to Encumbrance (other than Permitted Encumbrances) any assets of the Company Group; (l) the Company Group has not (i) incurred or assumed any indebtedness for borrowed money other than advances drawn transactions contemplated by the Company Group in the ordinary course of its business from its lines of credit and credit facilities existing on the date of this Agreement, or (iiG) made any loans or advances direct effects of this Agreement on the operating performance of such party, including reasonable expenses incurred by such party in consummating the transactions contemplated by this Agreement; provided that the effect of such changes described in clauses (A), (B), (C), and (D) shall not be excluded as a Material Adverse Effect to any Person; (m) the Company Group has not created any Subsidiary; (n) the Company Group has not institutedextent of a materially disproportionate impact, settled or agreed if any, they have on such party and its subsidiaries, taken as a whole, as compared to settle any Proceedings; (o) the Company Group has not made any commitment for any capital expenditure in excess of Two Hundred Thousand Dollars ($200,000) other companies in the aggregate; (p) other than any Material Contracts entered into prior to the date of this Agreement, the Company Group has not entered into any Material Contract other than those entered into industry in the ordinary course of business consistent with past practices of the Company Group, which such party and the Company Group has not amended, modified, renewed or terminated any Material Contract (other than any such amendment, modification, renewal or termination that occurred prior to the date of this Agreement); (q) the Company Group has not renewed or entered into any non-compete, exclusivity, non-solicitation or other agreement that restricts or limits, in any material respect, the operations of the Company Group (or Buyer or any of its Affiliates) after consummation of the Closing; (r) the Company Group has not disclosed any trade secrets or other proprietary and confidential information to any Person that is not subject to a written confidentiality and non-disclosure agreement; (s) with respect to the Company Group, there has been no new, change in or revocation of any Tax election; settlement or compromise of any claim, notice, audit report or assessment in respect of Taxes; change in any annual Tax accounting period, adoption or change in any method of Tax accounting; filing of any amended Tax Return; entrance into any tax allocation agreement, tax sharing agreement, tax indemnity agreement or closing agreement relating to any Tax; surrender of any right to claim a material Tax refund; or consent to any extension or waiver of the statute of limitations period applicable to any Tax claim or assessment; (t) the Company Group has operated, maintained, insured, repaired and otherwise preserved the Real Property substantially in accordance with past practice of the Company Group, and performed all obligations of the Company Group as tenant under the Real Property Leases; and (u) the Company Group has not authorized, agreed or entered into any Contract or commitment to take any of the types of action described in subsections (a) through (u) abovesubsidiaries operate.

Absence of Certain Changes and Events. Except as otherwise contemplated by this Agreement or Since the Balance Sheet Date, there has not been any Material Adverse Change. Without limiting the generality of the immediately preceding sentence, since the Balance Sheet Date, except as set forth on Section 4.07 5.9 of the Sellers Disclosure Schedule, since March 31, 2012the Company has not: (a) the Business has been conducted in the ordinary course, substantially in the manner that such Business was heretofore conducted and in material compliance with applicable Lawamended its Organizational Documents; (b) no circumstanceissued, condition, event sold or change has occurred that has had otherwise disposed of any of its Equity Interests or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effectgranted any Commitments; (c) none of the Constitutional Documents of effected any member of the Company Group has been amendedrecapitalization, reclassification, stock split or like change in its capitalization; (d) the incurred any Company Group has not (i) hired or terminated any employee, consultant or manager (Indebtedness other than any such hire or termination that occurred prior to in the date Ordinary Course of this Agreement); (ii) increased or established, or committed to increase or establish, whether orally or in writing, any form of compensation or benefits payable or to become payable by the Company Group to its officers, directors, consultants, employees or other service providers, including, without limitation, pursuant to any Employee Plan; (iii) adopted, entered into, established, amended, modified, or terminated any Employee Plan (other than any such adoption, entrance into, establishment, amendment, modification or termination that occurred prior to the date of this Agreement); (iv) accelerated the vesting or payment of any compensation or benefits under any Employee Plan (other than as required under any Employee Plan pursuant to terms of such Employee Plan in existence as of the date hereof); or (v) granted any cash bonus, incentive, performance or other incentive compensationBusiness; (e) the Company Group has not taken made any action which could reasonably be expected to cause, or fail to take any reasonable action to prevent, any material change in employee relations which has or is reasonably likely the Company’s cash management practices and its policies, practices and procedures with respect to have a material effect on the productivitycollection of accounts receivable, the financial conditionestablishment of reserves for uncollectible accounts, results accrual of operations accounts receivable, repayment of the Company Group or the relationships between the employees expenses, payment of the Company Group trade accounts payable, accrual of other expenses, deferral of revenue and the management acceptance of the Company Groupdeposits; (f) there has not been entered into any Contract that would constitute a Material Contract; (g) accelerated, terminated, materially modified or cancelled any Material Contract; (h) sold, assigned, leased or transferred any of its tangible assets outside the Ordinary Course of Business; (i) made any capital expenditure (or series of related capital expenditures) outside the Ordinary Course of Business; (j) made any capital investment in, any loan to, or any acquisition of the securities of, any other Person (or series of related capital investments, loans or acquisitions) outside the Ordinary Course of Business; (k) granted any increase in the base compensation of or bonuses payable to any of its directors, managers, officers or Employees, made any change in employment or severance terms for any of its directors, managers or officers, or any material change in the employment, severance or payment terms for any of its other Employees, consultants or independent contractors, in each case, other than in the Ordinary Course of Business, except for retention and similar arrangements entered into in contemplation of the transactions contemplated by this Agreement; (l) hired or promoted any person as or to (as the Company Group case may be) an officer or hired or promoted any Employee below officer except to fill a vacancy in the ordinary course of business; (m) adopted, modified or terminated any: (i) employment, severance, retention or other agreement with any current or former Employee, officer, director, independent contractor or consultant, (ii) Benefit Plan or Arrangement or (iii) collective bargaining or other agreement with a labor union or similar organization, in each case whether written or oral; (n) loaned to (or forgave of any loan to), or entered into any other transaction with, any of its stockholders or current or former directors, officers and Employees; (o) entered into a new line of business or abandonment or discontinuance of existing lines of business; or (p) made any material change in its accounting methods, principles or practices; practices for financial accounting (g) there has not been except for those changes required to comply with GAAP or applicable Law or as disclosed in the notes to the Balance Sheet, any issuance, transfer, sale, Encumbrance, redemption, repurchase or gift of any Common Stock, Preferred Stock or other Capital Stock such changes shall be identified and described in detail on Section 5.9 of the Company Group or of any phantom stock, option, security convertible into or right to purchase any such Common Stock, Preferred Stock or other Capital Stock; (h) there has not been any dividend or distribution by the Company Group (whether in cash, equity interests or other property); (i) the Company Group has not made any acquisition, transfer, disposition or sale of, or licensed, sub-licensed, abandoned, failed to maintain or permitted to lapse, any material asset of the Company Group other than in the ordinary course of business consistent with past practices of the Company Group; (j) the Company Group has not (i) acquired by merger or consolidation with, or purchased substantially all of the equity interests or assets of, any business or Person, (ii) made any investment in the securities (including debt instruments) of any Person or (iii) merged or consolidated with any Person; (k) other than the Encumbrances listed on Section 4.15(a) of the Sellers Disclosure Schedule, the Company Group has not mortgaged, granted a security interest in, pledged or subjected to Encumbrance (other than Permitted Encumbrances) any assets of the Company Group; (l) the Company Group has not (i) incurred or assumed any indebtedness for borrowed money other than advances drawn by the Company Group in the ordinary course of its business from its lines of credit and credit facilities existing on the date of this Agreement, or (ii) made any loans or advances to any Person; (m) the Company Group has not created any Subsidiary; (n) the Company Group has not instituted, settled or agreed to settle any Proceedings; (o) the Company Group has not made any commitment for any capital expenditure in excess of Two Hundred Thousand Dollars ($200,000) in the aggregate; (p) other than any Material Contracts entered into prior to the date of this Agreement, the Company Group has not entered into any Material Contract other than those entered into in the ordinary course of business consistent with past practices of the Company Group, and the Company Group has not amended, modified, renewed or terminated any Material Contract (other than any such amendment, modification, renewal or termination that occurred prior to the date of this Agreement); (q) the Company Group has not renewed or entered into any non-compete, exclusivity, non-solicitation or other agreement that restricts or limits, in any material respect, the operations of the Company Group (or Buyer or any of its Affiliates) after consummation of the Closing; (r) the Company Group has not disclosed any trade secrets or other proprietary and confidential information to any Person that is not subject to a written confidentiality and non-disclosure agreement; (s) with respect to the Company Group, there has been no new, change in or revocation of any Tax election; settlement or compromise of any claim, notice, audit report or assessment in respect of Taxes; change in any annual Tax accounting period, adoption or change in any method of Tax accounting; filing of any amended Tax Return; entrance into any tax allocation agreement, tax sharing agreement, tax indemnity agreement or closing agreement relating to any Tax; surrender of any right to claim a material Tax refund; or consent to any extension or waiver of the statute of limitations period applicable to any Tax claim or assessment; (t) the Company Group has operated, maintained, insured, repaired and otherwise preserved the Real Property substantially in accordance with past practice of the Company Group, and performed all obligations of the Company Group as tenant under the Real Property Leases; and (u) the Company Group has not authorized, agreed or entered into any Contract or commitment to take any of the types of action described in subsections (a) through (u) above.

Absence of Certain Changes and Events. Except as otherwise contemplated by this Agreement or as set forth on Section 4.07 of the Sellers Disclosure ScheduleSchedule 3.09, since March December 31, 20122011: (a) the Business of the Company Group has been conducted in the ordinary course, course and substantially in the manner that such Business was heretofore conducted and in material compliance with applicable Lawconducted; (b) no circumstancechange, condition, circumstance or event or change has occurred that has had or would reasonably be expected to have, individually or in the aggregate, a Material Company ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Adverse Effect; (c) none of the Constitutional Documents of any member of the Company Group has been amended; (d) the Company Group has not (i) hired or terminated any employee, consultant or manager (manager, other than any such hire non-officer employee hired or termination that occurred prior to terminated in the date ordinary course of this Agreement); business consistent with past practice, (ii) increased or established, or committed to increase or establish, whether orally or in writing, any form of compensation or benefits payable or to become payable by the Company Group to its officers, directors, consultants, employees managers or other service providersemployees, including, including without limitation, limitation pursuant to any Employee Plan, other than any increase, establishment or commitment affecting non-officer employees that was implemented in the ordinary course of business consistent with past practice; (iii) adopted, entered into, established, amended, modifiedamended or modified in any material respect, or terminated any Employee Plan (other than any such adoptionPlan, entrance into, establishment, amendment, modification or termination that occurred prior to the date of this Agreement); (iv) accelerated the vesting or payment of any compensation or benefits under any Employee Plan (other than as required under any Employee Plan pursuant to terms of such Employee Plan in existence as of the date hereof); or (v) granted any cash bonus, incentive, performance or other incentive compensationthan in the ordinary course of business consistent with past practice; (e) the Company Group has not taken any action which could reasonably be expected to cause, or fail to take any reasonable action to prevent, any change in employee relations which has or is reasonably likely to have a material effect on the productivity, the financial condition, results of operations of the Company Group or the relationships between the employees of the Company Group and the management of the Company Group; (f) there has not been any change by the Company Group in accounting methods, principles or practices; (g) there has not been any issuance, transfer, sale, Encumbrance, redemption, repurchase or gift of any Common Stocklimited liability company membership interests, Preferred Stock capital stock or other Capital Stock of equity interests in the Company Group or of any phantom stock, option, security convertible into or right to purchase any such Common Stocklimited liability company membership interests, Preferred Stock capital stock or other Capital Stockequity interests, other than the spin-off of the Spin-Off Assets in accordance with Section 5.08; (h) there has not been any dividend or distribution by the Company Group (whether in cash, equity interests or other property), other than the spin-off of the Spin-Off Assets in accordance with Section 5.08; (i) the Company Group has not made any acquisition, transfer, disposition or sale of, or licensed, sub-licensed, abandoned, failed to maintain or permitted to lapse, of any material asset (including, without limitation, the Real Property) of the Company Group other than in the ordinary course of business consistent with past practices of the Company Group, other than the spin-off of the Spin-Off Assets in accordance with Section 5.08; (j) the Company Group has not (i) acquired by merger or consolidation with, or purchased substantially all of the equity interests or assets of, any business or Person, (ii) made any investment in the securities (including debt instruments) of any Person or (iii) merged or consolidated with any Person; (k) other than the Encumbrances listed on Section 4.15(a) of the Sellers Disclosure Schedule, the Company Group has not mortgaged, granted a security interest in, pledged or subjected to Encumbrance (other than Permitted Encumbrances) any assets of the Company Group; (l) the Company Group has not (i) incurred or assumed any indebtedness for borrowed money other than advances drawn by the Company Group in the ordinary course of its business from its lines of credit and credit facilities existing on the date of this Agreement, or (ii) made any loans or advances to any Person; (m) the Company Group has not created any Subsidiary; (n) the Company Group has not instituted, settled or agreed to settle any Proceedings; (o) the Company Group has not made any commitment for any capital expenditure in excess of Two Hundred Thousand Dollars ($200,000) in the aggregate; (p) other than any Material Contracts entered into prior to the date of this Agreement, the Company Group has not entered into any Material Contract other than those entered into in the ordinary course of business consistent with past practices of the Company Group, and the Company Group has not amended, modified, renewed or terminated any Material Contract (other than any such amendment, modification, renewal or termination that occurred prior to the date of this Agreement); (q) the Company Group has not renewed or entered into any non-compete, exclusivity, non-solicitation or other agreement that restricts or limits, in any material respect, the operations of the Company Group (or Buyer or any of its Affiliates) after consummation of the Closing; (r) the Company Group has not disclosed any trade secrets or other proprietary and confidential information to any Person that is not subject to a written confidentiality and non-disclosure agreement; (s) with respect to the Company Group, there has been no new, change in or revocation of any Tax election; settlement or compromise of any claim, notice, audit report or assessment in respect of Taxes; change in any annual Tax accounting period, adoption or change in any method of Tax accounting; filing of any amended Tax Return; entrance into any tax allocation agreement, tax sharing agreement, tax indemnity agreement or closing agreement relating to any Tax; surrender of any right to claim a material Tax refund; or consent to any extension or waiver of the statute of limitations period applicable to any Tax claim or assessment; (t) the Company Group has operated, maintained, insured, repaired and otherwise preserved the Real Property substantially in accordance with past practice of the Company Group, and performed all obligations of the Company Group as tenant under the Real Property Leases; and (u) the Company Group has not authorized, agreed or entered into any Contract or commitment to take any of the types of action described in subsections (a) through (u) above.

Absence of Certain Changes and Events. Except as otherwise contemplated by this Agreement or as set forth on Section 4.07 of the Sellers Disclosure Schedule, since March 31Since November 30, 2012: : (a) the Business Company has been conducted in the ordinary course, substantially in the manner that such Business was heretofore conducted and in material compliance with applicable Law; (b) no circumstance, not experienced any event or condition, and to the Company's Knowledge, no event or change has occurred that has had or would reasonably be expected to havecondition exists, that, individually or in the aggregate, has had or is reasonably likely to have, a Material Adverse Effect; ; (b) the Company has conducted its business in the ordinary course consistent with past practice; (c) none the Company has not entered into any Contract, letter of intent or term sheet with respect to any acquisition, sale, license or transfer of any asset of the Constitutional Documents Company; (d) except as required by GAAP, there has not occurred any change in accounting methods or practices (including any change in depreciation or amortization policies or rates or revenue recognition policies) by the Company or any revaluation by the Company of any member of its assets; (e) there has not occurred any declaration, setting aside or payment of a dividend or other distribution with respect to any securities of the Company, or any direct or indirect redemption, purchase or other acquisition by the Company of any of its securities; (f) the Company has not entered into, amended or terminated any Material Contract outside of the ordinary course of business of the Company Group pursuant to past practice, and there has been amended; not occurred any material default under any Material Contract; (dg) there has not occurred any amendment or change to the Company Group Certificate of Incorporation or the Company Bylaws; (h) there has not (i) hired occurred any increase in or terminated any employee, consultant or manager (other than any such hire or termination that occurred prior to modification of the date of this Agreement); (ii) increased or established, or committed to increase or establish, whether orally or in writing, any form of compensation or benefits payable or to become payable by the Company Group to its officers, directors, consultants, employees or other service providers, including, without limitation, pursuant to any Employee Plan; (iii) adopteddirector, entered intoofficer, establishedemployee or consultant of the Company paid annual compensation, amendedany modification of any "nonqualified deferred compensation plan" within the meaning of Section 409A of the Code or any loan or extension of an existing loan to any director, modifiedofficer, employee or terminated any Employee Plan consultant of the Company (other than any such adoption, entrance into, establishment, amendment, modification or termination that occurred prior routine expense advances to the date of this Agreement); (iv) accelerated the vesting or payment of any compensation or benefits under any Employee Plan (other than as required under any Employee Plan pursuant to terms of such Employee Plan in existence as of the date hereof); or (v) granted any cash bonus, incentive, performance or other incentive compensation; (e) the Company Group has not taken any action which could reasonably be expected to cause, or fail to take any reasonable action to prevent, any change in employee relations which has or is reasonably likely to have a material effect on the productivity, the financial condition, results of operations of the Company Group or the relationships between the employees of the Company Group consistent with past practice and the management termination of the Incentive Compensation Plan and rights granted thereunder), and the Company Group; (f) there has not been entered into any change by Contract to grant or provide, nor has the Company Group in accounting methodsgranted or provided, principles any severance, bonus, commission, acceleration of vesting (of benefits or practices; (gequity) there has not been any issuance, transfer, sale, Encumbrance, redemption, repurchase or gift of any Common Stock, Preferred Stock or other Capital Stock similar benefits to any director, officer, employee or consultant of the Company Group or of any phantom stock, option, security convertible into or right to purchase any such Common Stock, Preferred Stock or other Capital Stock; (h) there has not been any dividend or distribution by the Company Group (whether in cash, equity interests or other property); Company; (i) the Company Group has not made paid any acquisitionbonus, transfercommission, disposition change in control, retention pay or sale ofother compensation, other than regular base compensation, to any director, officer, employee or licensed, sub-licensed, abandoned, failed to maintain or permitted to lapse, any material asset consultant of the Company Group other than in the ordinary course of business consistent with past practices of the Company Group; Company; (j) the Company Group has not (i) acquired by merger or consolidation withincurred, or purchased substantially all of the equity interests or assets of, any business or Person, (ii) made any investment in the securities (including debt instruments) of any Person or (iii) merged or consolidated with any Person; (k) other than the Encumbrances listed on Section 4.15(a) of the Sellers Disclosure Schedule, the Company Group has not mortgaged, granted a security interest in, pledged or subjected to Encumbrance (other than Permitted Encumbrances) any assets of the Company Group; (l) the Company Group has not (i) incurred created or assumed any indebtedness Lien on any of its assets or properties, any Liability for borrowed money other than advances drawn by the Company Group in the ordinary course of its business from its lines of credit and credit facilities existing on the date of this Agreement, or (ii) made any loans or advances to any Person; (m) the Company Group has not created any Subsidiary; (n) the Company Group has not instituted, settled or agreed to settle any Proceedings; (o) the Company Group has not made any commitment for any capital expenditure in excess of Two Hundred Thousand Dollars ($200,000) in the aggregate; (p) other than any Material Contracts entered into prior to the date of this Agreement, the Company Group has not entered into any Material Contract other than those entered into in the ordinary course of business consistent with past practices of the Company Group, and the Company Group has not amended, modified, renewed or terminated any Material Contract (other than any such amendment, modification, renewal or termination that occurred prior to the date of this Agreement); (q) the Company Group has not renewed or entered into any non-compete, exclusivity, non-solicitation or other agreement that restricts or limits, in any material respect, the operations of the Company Group (or Buyer or any of its Affiliates) after consummation of the Closing; (r) the Company Group has not disclosed any trade secrets Liability as guaranty or other proprietary and confidential information to any Person that is not subject to a written confidentiality and non-disclosure agreement; (s) surety with respect to the Company Group, obligations of any other Person; (k) there has been no newmaterial damage, change in destruction or revocation of any Tax election; settlement loss, whether or compromise of any claimnot covered by insurance, noticeaffecting the assets, audit report properties or assessment in respect of Taxes; change in any annual Tax accounting period, adoption or change in any method of Tax accounting; filing of any amended Tax Return; entrance into any tax allocation agreement, tax sharing agreement, tax indemnity agreement or closing agreement relating to any Tax; surrender of any right to claim a material Tax refund; or consent to any extension or waiver business of the statute of limitations period applicable to any Tax claim or assessment; Company; and (tl) the Company Group has operated, maintained, insured, repaired and otherwise preserved the Real Property substantially in accordance with past practice of the Company Group, and performed all obligations of the Company Group as tenant under the Real Property Leases; and (u) the Company Group there has not authorizedoccurred any announcement, agreed any negotiation or entered any entry into any Contract or commitment by the Company to take do any of the types of action things described in subsections the preceding clauses (a) through (u) abovek), other than negotiations and agreements with the Buyer and its representatives regarding the Acquisition.

Absence of Certain Changes and Events. Except as otherwise contemplated by this Agreement disclosed on Schedule 4.11 or as set forth on Section 4.07 of in the Sellers Disclosure ScheduleUBICS Financial Statements, since March 31, 2012the UBICS Financial Statement Date: (a) none of the Business UBICS Companies has been conducted incurred any material obligation or liability except for normal obligations incurred in the ordinary course, substantially in the manner that such Business was heretofore conducted and in material compliance with applicable Lawcourse of business; (b) no circumstancecasualty, condition, event loss or change damage has occurred that has had with respect to any of the assets of the UBICS Companies, whether or not the same is covered by insurance, except for those casualties, losses or damages which would reasonably be expected to havenot, individually or in the aggregate, a Material Adverse Effectbe reasonably expected to exceed $50,000; (c) none of the Constitutional Documents UBICS Companies has sold, transferred, pledged, encumbered or otherwise disposed of any member of its assets or any interest therein, or agreed to do any of the Company Group has been amendedforegoing, except for sales of assets for aggregate proceeds not in excess of $25,000; (d) none of the Company Group UBICS Companies has not (i) hired or terminated written off as uncollectible any employee, consultant or manager (other than any such hire or termination that occurred prior to the date of this Agreement); (ii) increased or establishedits accounts receivable, or committed to increase or establish, whether orally or in writing, any form of compensation or benefits payable or to become payable by written down the Company Group to its officers, directors, consultants, employees or other service providers, including, without limitation, pursuant to any Employee Plan; (iii) adopted, entered into, established, amended, modified, or terminated any Employee Plan (other than any such adoption, entrance into, establishment, amendment, modification or termination that occurred prior to the date of this Agreement); (iv) accelerated the vesting or payment value of any compensation or benefits under any Employee Plan (other than as required under any Employee Plan pursuant to terms of such Employee Plan its assets, except in existence as of the date hereof); or (v) granted any cash bonus, incentive, performance or other incentive compensation; (e) the Company Group has not taken any action which could reasonably be expected to cause, or fail to take any reasonable action to prevent, any change in employee relations which has or is reasonably likely to have a material effect on the productivity, the financial condition, results of operations of the Company Group or the relationships between the employees of the Company Group and the management of the Company Group; (f) there has not been any change by the Company Group in accounting methods, principles or practices; (g) there has not been any issuance, transfer, sale, Encumbrance, redemption, repurchase or gift of any Common Stock, Preferred Stock or other Capital Stock of the Company Group or of any phantom stock, option, security convertible into or right to purchase any such Common Stock, Preferred Stock or other Capital Stock; (h) there has not been any dividend or distribution by the Company Group (whether in cash, equity interests or other property); (i) the Company Group has not made any acquisition, transfer, disposition or sale of, or licensed, sub-licensed, abandoned, failed to maintain or permitted to lapse, any material asset of the Company Group other than each case in the ordinary course of business consistent with past practices of the Company Grouppractice; (je) the Company Group has not (i) acquired by merger or consolidation with, or purchased substantially all none of the equity interests UBICS Companies has waived or released any of its rights with respect to its business or assets of, or permitted any business or Person, (ii) made any investment in of such rights to lapse except to the securities (including debt instruments) of any Person or (iii) merged or consolidated with any Person; (k) other than the Encumbrances listed on Section 4.15(a) of the Sellers Disclosure Schedule, the Company Group has not mortgaged, granted a security interest in, pledged or subjected to Encumbrance (other than Permitted Encumbrances) any assets of the Company Group; (l) the Company Group has not (i) incurred or assumed any indebtedness for borrowed money other than advances drawn by the Company Group extent that such actions are in the ordinary course of business or, in the exercise of UBICS' reasonable business judgment, are otherwise in the best interests of the UBICS Companies; (f) no executive officer or other key employee of any of the UBICS Companies has left his or her employment with the UBICS Companies; (g) none of the UBICS Companies has granted, and is not committed to grant, any salary or wage increases to any of its business from its lines of credit and credit facilities existing employees, except for individual salary or wage increases which will not exceed $15,000 in the twelve month period commencing on the date of this Agreement, or (ii) made any loans or advances to any Personhereof; (mh) none of the Company Group UBICS Companies has not created any Subsidiary; (n) the Company Group has not institutedmade, settled or agreed committed to settle any Proceedings; (o) the Company Group has not made any commitment for make, any capital expenditure expenditures in excess of Two Hundred Thousand Dollars ($200,000) 50,000 in the aggregate; (pi) there has been no payment, discharge or other satisfaction of any liabilities of any of the UBICS Companies, whether direct or indirect, fixed or contingent or otherwise, other than any Material Contracts entered into prior to the date satisfaction, in the ordinary course of this Agreementbusiness, of liabilities reflected on the Company Group has not entered into any Material Contract other than those entered into UBICS Financial Statements or incurred in the ordinary course of business consistent with past practices of since the Company Group, and the Company Group has not amended, modified, renewed or terminated any Material Contract (other than any such amendment, modification, renewal or termination that occurred prior to the date of this Agreement)UBICS Financial Statement Date; (qj) none of the Company Group UBICS Companies has not renewed or entered into any non-compete, exclusivity, non-solicitation or other agreement that restricts or limits, in introduced any material respectchange with respect to its business, the operations of the Company Group (or Buyer or any of its Affiliates) after consummation of the Closing; (r) the Company Group has not disclosed any trade secrets or other proprietary and confidential information to any Person that is not subject to a written confidentiality and non-disclosure agreement; (s) including without limitation with respect to the Company Groupproducts or services it sells, there has been no newthe areas in which such products or services are sold, change in its marketing techniques or revocation of any Tax election; settlement or compromise of any claim, notice, audit report or assessment in respect of Taxes; change in any annual Tax its accounting period, adoption or change in any method of Tax accounting; filing of any amended Tax Return; entrance into any tax allocation agreement, tax sharing agreement, tax indemnity agreement or closing agreement relating to any Tax; surrender of any right to claim a material Tax refund; or consent to any extension or waiver of the statute of limitations period applicable to any Tax claim or assessmentmethods; (tk) the Company Group has operated, maintained, insured, repaired and otherwise preserved the Real Property substantially in accordance with past practice none of the Company GroupUBICS Companies have taken any actions which, and performed all obligations of if taken after the Company Group as tenant under the Real Property Leasesdate hereof, would violate Section 5.01(b) hereof; and (ul) the Company Group no UBICS Material Adverse Change, and no event which is likely to result in a UBICS Material Adverse Change, has not authorized, agreed or entered into any Contract or commitment to take any of the types of action described in subsections (a) through (u) aboveoccurred.

Absence of Certain Changes and Events. Except as otherwise contemplated by this Agreement or as set forth on Section 4.07 of Since the Sellers Disclosure ScheduleFinancial Statement Date, since March 31, 2012the Company has not: (a) the Business has been conducted in the ordinary course, substantially in the manner that such Business was heretofore conducted and in material compliance with applicable Lawsuffered any Material Adverse Change; (b) no circumstancesuffered any damage, conditiondestruction or loss, event whether or change has occurred that has had or would reasonably be expected to havenot covered by insurance, individually or in the aggregate, a Material Adverse Effectan amount in excess of $50,000; (c) none of granted or agreed to make any increase in the Constitutional Documents of any member of the Company Group has been amended; (d) the Company Group has not (i) hired or terminated any employee, consultant or manager (other than any such hire or termination that occurred prior to the date of this Agreement); (ii) increased or established, or committed to increase or establish, whether orally or in writing, any form of compensation or benefits payable or to become payable by the Company Group to any of its officersofficers or employees, directorsexcept for normal raises for nonexecutive personnel made in the ordinary course of business that are usual and normal in amount; (d) declared, consultantsset aside or paid any distribution on or in respect of the Units of the Company or declared or agreed to any direct or indirect redemption, employees retirement, purchase or other service providers, including, without limitation, pursuant to any Employee Plan; (iii) adopted, entered into, established, amended, modified, or terminated any Employee Plan (other than any such adoption, entrance into, establishment, amendment, modification or termination that occurred prior to acquisition by the date of this Agreement); (iv) accelerated the vesting or payment of any compensation or benefits under any Employee Plan (other than as required under any Employee Plan pursuant to terms Company of such Employee Plan in existence as of the date hereof); or (v) granted any cash bonus, incentive, performance or other incentive compensationUnits; (e) the Company Group has not taken issued any action which could reasonably be expected to cause, or fail to take any reasonable action to prevent, any change in employee relations which has or is reasonably likely to have a material effect on the productivity, the financial condition, results of operations Units of the Company Group or any warrants, rights, options or entered into any commitment relating to the relationships between the employees Units of the Company Group and Company, except as authorized by the management of the Company GroupOperating Agreement; (f) there has not been made any change by in the Company Group accounting methods or practices it follows, whether for general financial or tax purposes, or any change in accounting methods, principles depreciation or practicesamortization policies or rates adopted therein; (g) there has not been any issuancesold, transferleased, sale, Encumbrance, redemption, repurchase abandoned or gift otherwise disposed of any Common Stockreal property or any machinery, Preferred Stock equipment or other Capital Stock of the Company Group or of any phantom stock, option, security convertible into or right to purchase any such Common Stock, Preferred Stock or other Capital Stock; (h) there has not been any dividend or distribution by the Company Group (whether in cash, equity interests or other property); (i) the Company Group has not made any acquisition, transfer, disposition or sale of, or licensed, sub-licensed, abandoned, failed to maintain or permitted to lapse, any material asset of the Company Group operating property other than in the ordinary course of business consistent with past practices its business; (h) sold, assigned, transferred, licensed or otherwise disposed of any patent, trademark, trade name, brand name, copyright (or pending application for any patent, trademark or copyright), invention, work of authorship, process, know-how, formula or trade secret or interest thereunder or other intangible asset except in the Company Groupordinary course of its business; (i) been involved in any dispute involving any employee which may result in a Material Adverse Change; (j) engaged in any activity representing a material change from the business of the Company Group has not (i) acquired by merger conducted prior to such date or consolidation with, entered into any material commitment or purchased substantially all of the equity interests or assets of, any business or Person, (ii) made any investment in the securities transaction (including debt instruments) of without limitation any Person borrowing or (iii) merged or consolidated with any Personcapital expenditure); (k) other than the Encumbrances listed on Section 4.15(a) of the Sellers Disclosure Scheduleincurred any material liabilities, the Company Group has contingent or otherwise, either matured or unmatured (whether or not mortgagedrequired to be reflected in financial statements in accordance with GAAP, granted a security interest inand whether due or to become due), pledged except for accounts payable or subjected to Encumbrance (other than Permitted Encumbrances) any assets of the Company Group; (l) the Company Group has not (i) accrued salaries that have been incurred or assumed any indebtedness for borrowed money other than advances drawn by the Company Group since the Financial Statement Date, in the ordinary course of its business from and consistent with the Company’s past practices; (1) permitted or allowed any of its lines of credit and credit facilities existing on the date of this Agreement, material property or (ii) made any loans or advances assets to be subjected to any Personmortgage, deed of trust, pledge, lien, security interest or other encumbrance of any kind, except those permitted under Section 3.9 hereof, other than any purchase money security interests incurred in the ordinary course of its business; (m) except as set forth in Section 3.8(m) of the Company Group has not created Disclosure Schedule, made any Subsidiarycapital expenditure or commitment for additions to property, plant or equipment individually in excess of $50,000, or in the aggregate, in excess of $100,000; (n) paid, loaned or advanced any amount to, or sold, transferred or leased any properties or assets to, or entered into any agreement or arrangement with any of its affiliates within the Company Group has not institutedmeaning of the rules and regulations promulgated under the Securities Act of 1933 (“Affiliates”), settled officers, board of managers or agreed members or, to settle the Company’s knowledge, any ProceedingsAffiliate or associate of any of the foregoing; (o) the Company Group has not made any commitment for amendment to or terminated any capital expenditure in excess agreement that, if not so amended or terminated, would be material to the business, assets, liabilities, operations or financial performance of Two Hundred Thousand Dollars ($200,000) in the aggregateCompany; (p) other than any Material Contracts entered into prior to the date of this Agreement, the Company Group has not entered into any Material Contract agreement in contemplation of the transactions specified herein other than those entered into this Agreement and the Related Agreements; or (q) agreed to take any action described in this Section 3.8 or outside of the ordinary course of its business consistent with past practices or which would constitute a breach of the Company Group, and the Company Group has not amended, modified, renewed or terminated any Material Contract (other than any such amendment, modification, renewal or termination that occurred prior to the date of this Agreement); (q) the Company Group has not renewed or entered into any non-compete, exclusivity, non-solicitation or other agreement that restricts or limits, in any material respect, the operations of the Company Group (or Buyer or any of its Affiliates) after consummation of the Closing; (r) the Company Group has not disclosed any trade secrets or other proprietary and confidential information to any Person that is not subject to a written confidentiality and non-disclosure agreement; (s) with respect to the Company Group, there has been no new, change in or revocation of any Tax election; settlement or compromise of any claim, notice, audit report or assessment in respect of Taxes; change in any annual Tax accounting period, adoption or change in any method of Tax accounting; filing of any amended Tax Return; entrance into any tax allocation agreement, tax sharing agreement, tax indemnity agreement or closing agreement relating to any Tax; surrender of any right to claim a material Tax refund; or consent to any extension or waiver of the statute of limitations period applicable to any Tax claim or assessment; (t) the Company Group has operated, maintained, insured, repaired and otherwise preserved the Real Property substantially in accordance with past practice of the Company Group, and performed all obligations of the Company Group as tenant under the Real Property Leases; and (u) the Company Group has not authorized, agreed or entered into any Contract or commitment to take any of the types of action described representations or warranties contained in subsections (a) through (u) abovethis Agreement.