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

Absence of Certain Changes, Events and Conditions. Except as set forth in Section 3.8 of the Disclosure Schedules, since the Balance Sheet Date, and other than in the ordinary course of business consistent with past practice, except for any event that may have been caused by any Law, rules regulations or other requirements of any Governmental Authorities in response to the COVID-19 pandemic, there has not been, with respect to the Target Company and its Subsidiaries, any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the charter, by-laws or other organizational documents of the Target Company; (c) split, combination or reclassification of any shares of its capital stock (or other equity securities); (d) issuance, sale or other disposition of any of its capital stock (or other equity securities) or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock (or other equity securities) that have not been disclosed herein; (e) declaration or payment of any dividends or distributions on or in respect of any of its capital stock (or other equity securities) or redemption, purchase or acquisition of its capital stock (or other equity securities); (f) material change in any method of accounting or accounting practice of the Target Company, except as required by GAAP or as disclosed in the notes to the Financial Statements; (g) material change in the Target Company’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, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) entry into any Contract that would constitute a Material Contract; (i) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (j) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Balance Sheet or cancellation of any debts or entitlements; (k) transfer, assignment or grant of any license or sublicense of any material rights under or with respect to any Target Company Intellectual Property or Target Company IP Agreements;

Absence of Certain Changes, Events and Conditions. Except as set forth in Section 3.8 of the Disclosure Schedules, since the Balance Sheet Date, and other than in the ordinary course of business consistent with past practice, except for any event that may have been caused by any Law, rules regulations or other requirements of any Governmental Authorities in response to the COVID-19 pandemic, there has not been, with respect to the Target Company and its Subsidiaries, any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the charterarticles of organization, by-laws operating agreement or other organizational documents of the Target Company; (c) split, combination or reclassification of any shares of its capital stock membership interests (or other equity securities); (d) issuance, sale or other disposition of any of its capital stock membership interests (or other equity securities) or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock membership interests (or other equity securities) that have not been disclosed herein, except that Target Company may raise up to two million dollars ($2,000,000) in seed capital; (e) declaration or payment of any dividends or distributions on or in respect of any of its capital stock membership interests (or other equity securities) or redemption, purchase or acquisition of its capital stock membership interests (or other equity securities); (f) material change in any method of accounting or accounting practice of the Target Company, except as required by GAAP or as disclosed in the notes to the Financial Statements; (g) material change in the Target Company’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, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) entry into any Contract that would constitute a Material Contract; (i) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (j) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Balance Sheet or cancellation of any debts or entitlements; (k) transfer, assignment or grant of any license or sublicense of any material rights under or with respect to any Target Company Intellectual Property or Target Company IP Agreements; (l) material damage, destruction or loss (whether or not covered by insurance) to its property; (m) any capital investment in, or any loan to, any other Person; (n) acceleration, termination, material modification to or cancellation of any material Contract (including, but not limited to, any Material Contract) to which the Target Company is a party or by which it is bound; (o) imposition of any Encumbrance upon any of the Target Company properties, membership interests (or other equity securities) or assets, tangible or intangible; (p) (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law, (ii) change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $10,000 or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor or consultant; (q) hiring or promoting any person as or to (as the case may be) an officer or hiring or promoting any employee below officer except to fill a vacancy in the ordinary course of business; (r) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant, (ii) Benefit Plan or (iii) collective bargaining or other agreement, in each case whether written or oral; (s) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its members or current or former directors, officers and employees; (t) entry into a new line of business or abandonment or discontinuance of existing lines of business; (u) except for the Merger and the adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (v) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $25,000, individually (in the case of a lease, per annum) or $100,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the ordinary course of business consistent with past practice; (w) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or equity of, or by any other manner, any business or any Person or any division thereof; (x) action by the Target Company to make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Holdings in respect of any Post-Closing Tax Period; (y) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing; or (z) any material capital expenditures.

Absence of Certain Changes, Events and Conditions. Except as set forth in Section 3.8 of the Disclosure Schedules, since the Balance Sheet Date, and other than in the ordinary course of business consistent with past practice, except for any event that may have been caused by any Law, rules regulations or other requirements of any Governmental Authorities in response to the COVID-19 pandemic, there has not been, with respect to the Target Company and its Subsidiaries, any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the charter, by-laws or other organizational documents of the Target CompanyCompany Charter Documents; (c) split, combination or reclassification of any shares of its capital stock (or other equity securities); (d) issuance, sale or other disposition of any of its capital stock (or other equity securities) or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock (or other equity securities) that have not been disclosed herein; (e) declaration or payment of any dividends or distributions on or in respect of any of its capital stock (or other equity securities) or redemption, purchase or acquisition of its capital stock (or other equity securities); (f) material change in any method of accounting or accounting practice of the Target Company, except as required by GAAP or as disclosed in the notes to the Financial Statements; (g) material change in the Target Company’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, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) entry into any Contract that would constitute a Material Contract; (i) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (j) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Balance Sheet or cancellation of any debts or entitlements; (k) transfer, assignment or grant of any license or sublicense of any material rights under or with respect to any Target Company Intellectual Property or Target Company IP AgreementsAgreements other than non-exclusive license in the ordinary course of business; (l) material damage, destruction or loss (whether or not covered by insurance) to its property; (m) any capital investment in, or any loan to, any other Person; (n) acceleration, termination, material modification to or cancellation of any Material Contract ; (o) imposition of any Encumbrance upon any of the Target Company properties, capital stock (or other equity securities) or assets, tangible or intangible other than Permitted Encumbrances; (p) (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law, (ii) change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses associated with such change or termination exceed $10,000 or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor or consultant; (q) hiring or promoting any person as or to (as the case may be) an officer or hiring or promoting any employee below officer except to fill a vacancy in the ordinary course of business; (r) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant, (ii) Benefit Plan or (iii) collective bargaining or other agreement, in each case whether written or oral; (s) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its stockholders or current or former directors, officers and employees; (t) entry into a new line of business or abandonment or discontinuance of existing lines of business; (u) except for the Merger, the adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (v) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $25,000, individually (in the case of a lease, per annum) or $100,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the ordinary course of business consistent with past practice; (w) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other manner, any business or any Person or any division thereof; (x) action by the Target Company to make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of the Target Company in respect of any Post-Closing Tax Period; (y) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing; or (z) any material capital expenditures.

Absence of Certain Changes, Events and Conditions. Except as set forth in Section 3.8 of the Disclosure Schedules, since the Balance Sheet Date, and other than in the ordinary course of business consistent with past practice, except for any event that may have been caused by any Law, rules regulations or other requirements of any Governmental Authorities in response to the COVID-19 pandemic, there has not been, with respect to the Target Company and its Subsidiaries, any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the charterarticles of organization, by-laws operating agreement or other organizational documents of the Target Company; (c) split, combination or reclassification of any shares of its capital stock membership interests (or other equity securities); (d) issuance, sale or other disposition of any of its capital stock membership interests (or other equity securities) or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock membership interests (or other equity securities) that have not been disclosed herein, except that Target Company may raise up to two million dollars ($2,000,000) in seed capital; (e) declaration or payment of any dividends or distributions on or in respect of any of its capital stock membership interests (or other equity securities) or redemption, purchase or acquisition of its capital stock membership interests (or other equity securities); (f) material change in any method of accounting or accounting practice of the Target Company, except as required by GAAP or as disclosed in the notes to the Financial Statements; (g) material change in the Target Company’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, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) entry into any Contract that would constitute a Material Contract; (i) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (j) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Balance Sheet or cancellation of any debts or entitlements; (k) transfer, assignment or grant of any license or sublicense of any material rights under or with respect to any Target Company Intellectual Property or Target Company IP Agreements; (l) material damage, destruction or loss (whether or not covered by insurance) to its property; (m) any capital investment in, or any loan to, any other Person; (n) acceleration, termination, material modification to or cancellation of any material Contract (including, but not limited to, any Material Contract) to which the Target Company is a party or by which it is bound; (o) imposition of any Encumbrance upon any of the Target Company properties, membership interests (or other equity securities) or assets, tangible or intangible; (p) (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law, (ii) change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $10,000 or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor or consultant; (q) hiring or promoting any person as or to (as the case may be) an officer or hiring or promoting any employee below officer except to fill a vacancy in the ordinary course of business; (r) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant, (ii) Benefit Plan or (iii) collective bargaining or other agreement, in each case whether written or oral; (s) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its members or current or former directors, officers and employees; of business; (t) entry into a new line of business or abandonment or discontinuance of existing lines of business; (u) except for the Merger and the adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (v) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $25,000, individually (in the case of a lease, per annum) or $100,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the ordinary course of business consistent with past practice; (w) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or equity of, or by any other manner, any business or any Person or any division thereof; (x) action by the Target Company to make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Holdings in respect of any Post-Closing Tax Period; (y) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing; or (z) any material capital expenditures.

Absence of Certain Changes, Events and Conditions. Except as set forth in Section 3.8 of the Disclosure Schedules, since the Balance Sheet Date, and other than in the ordinary course of business consistent with past practice, except for any event that may have been caused by any Law, rules regulations or other requirements of any Governmental Authorities in response to the COVID-19 pandemic, there has not been, with respect to the Target Company and its Subsidiaries, any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the charter, by-laws or other organizational documents of the Target Company; (c) split, combination or reclassification of any shares of its capital stock (or other equity securities); (d) issuance, sale or other disposition of any of its capital stock (or other equity securities) or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock (or other equity securities) that have not been disclosed herein; (e) declaration or payment of any dividends or distributions on or in respect of any of its capital stock (or other equity securities) or redemption, purchase or acquisition of its capital stock (or other equity securities); (f) material change in any method of accounting or accounting practice of the Target Company, except as required by GAAP or as disclosed in the notes to the Financial Statements; (g) material change in the Target Company’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, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) entry into any Contract that would constitute a Material Contract; (i) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (j) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Balance Sheet or cancellation of any debts or entitlements; (k) transfer, assignment or grant of any license or sublicense of any material rights under or with respect to any Target Company Intellectual Property or Target Company IP Agreements; (l) material damage, destruction or loss (whether or not covered by insurance) to its property; (m) any capital investment in, or any loan to, any other Person; (n) acceleration, termination, material modification to or cancellation of any material Contract (including, but not limited to, any Material Contract) to which the Target Company is a party or by which it is bound; (o) imposition of any Encumbrance upon any of the Target Company properties, capital stock (or other equity securities) or assets, tangible or intangible; (p) (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law, (ii) change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $10,000 or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor or consultant; (q) hiring or promoting any person as or to (as the case may be) an officer or hiring or promoting any employee below officer except to fill a vacancy in the ordinary course of business; (r) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant, (ii) Benefit Plan or (iii) collective bargaining or other agreement, in each case whether written or oral; (s) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its stockholders or current or former directors, officers and employees; (t) entry into a new line of business or abandonment or discontinuance of existing lines of business; (u) except for the Merger and the adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (v) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $25,000, individually (in the case of a lease, per annum) or $100,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the ordinary course of business consistent with past practice; (w) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other manner, any business or any Person or any division thereof; (x) action by the Target Company to make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Holdings in respect of any Post-Closing Tax Period; (y) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing; or (z) any material capital expenditures.

Absence of Certain Changes, Events and Conditions. Except as set forth in Section 3.8 of the Disclosure Schedules, since Since the Balance Sheet Date, and other than in the ordinary course of business consistent with past practice, except for any event that may have been caused by any Law, rules regulations or other requirements of any Governmental Authorities in response to the COVID-19 pandemic, there has not been, with respect to the Target Company and its SubsidiariesCompany, any: (a) event, occurrence occurrence, or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the charter, by-laws or other organizational documents Organizational Documents of the Target Company; (c) split, combination combination, or reclassification of any shares of its capital stock (or other equity securities)membership interests in the Company; (d) issuance, sale sale, or other disposition of, or creation of any of its capital stock (or other equity securities) Encumbrance on, any membership interests in the Company, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange exchange, or exercise) any of its capital stock (or other equity securities) that have not been disclosed hereinmembership interests in the Company; (e) declaration or payment of any dividends or distributions on or in respect of any of its capital stock (or other equity securities) membership interests in the Company or redemption, purchase purchase, or acquisition of its capital stock (or other equity securities)the Company’s outstanding membership interests; (f) material change in any method of accounting or accounting practice of the Target Company, except as required by GAAP or as disclosed in the notes to the Financial Statements; (g) material change in the Target Company’s cash management practices and its any of their policies, practices practices, and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (hg) entry into any Contract that would constitute a Material Contract; (ih) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (ji) transfer, assignment, sale sale, or other disposition of any of the assets shown or reflected in the Balance Sheet or cancellation of any debts or entitlements; (j) material damage, destruction, or loss (whether or not covered by insurance) to its property; (k) transferany capital investment in, assignment or grant any loan to, any other Person; (l) acceleration, termination, material modification to or cancellation of any license Material Contract (including, but not limited to, any Material Contract) to which the Company is a party or sublicense by which it is bound; (m) any material capital expenditures; (n) imposition of any material rights Encumbrance upon any of the properties or assets, tangible or intangible, of the Company; (o) adoption of any plan of merger, consolidation, reorganization, liquidation, or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (p) purchase, lease, or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $50,000, individually (in the case of a lease, per annum), or $100,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the ordinary course of business consistent with past practice; (q) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets, stock, or other equity of, or by any other manner, any business or any Person or any division thereof; (r) action by the Company to make, change, or rescind any Tax election, amend any Tax Return, or take any position on any Tax Return, take any action, omit to take any action, or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer in respect of any Post-Closing Tax Period; or (s) any Material Contract to do any Target Company Intellectual Property of the foregoing, or Target Company IP Agreements;any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Except as contemplated by this Agreement or as set forth in Section 3.8 of the Disclosure Scheduleson Schedule 4.05, since December 31, 2019 until the Balance Sheet Datedate of this Agreement, and other than Sellers have operated the Business in the ordinary course Ordinary Course of business consistent with past practice, except for any event that may have been caused by any Law, rules regulations or other requirements of any Governmental Authorities Business in response to the COVID-19 pandemic, all material respects and there has not been, with respect to the Target Company and its SubsidiariesBusiness, any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, had a Material Adverse Effect; (b) amendment of the charter, by-laws or other organizational documents of the Target Company; (c) split, combination or reclassification of any shares of its capital stock (or other equity securities); (d) issuance, sale or other disposition of any of its capital stock (or other equity securities) or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock (or other equity securities) that have not been disclosed herein; (e) declaration or payment of any dividends or distributions on or in respect of any of its capital stock (or other equity securities) or redemption, purchase or acquisition of its capital stock (or other equity securities); (f) material change in any method of accounting or accounting practice of the Target Company, except as required by GAAP or as disclosed in the notes to the Financial Statements; (g) material change in the Target Company’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, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) entry into any Contract that would constitute a Material Contract; (i) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practiceIndebtedness; (jc) transfer, assignment, sale or other disposition of any of the assets that would have been Transferred Assets shown or reflected in the Balance Sheet or Sheet, except for any such assets that would have been Transferred Assets having an aggregate value of less than $150,000; (d) cancellation of any material debts or entitlementsClaims or amendment, termination or waiver of any rights constituting Transferred Assets, except in the Ordinary Course of Business; (ke) except for the License Agreements and in connection with the sale of services in the Ordinary Course of Business, the transfer, assignment or grant of any exclusive license or sublicense of any material rights under or with respect to any Target Company Transferred Intellectual Property; (f) abandonment or lapse of or failure to maintain in full force and effect any material Registered Intellectual Property included in the Owned Intellectual Property, except in the Ordinary Course of Business; (g) material damage, destruction or Target Company IP Agreementsloss, or any material interruption in use, of any Transferred Assets, whether or not covered by insurance; (h) material capital expenditures which would constitute an Assumed Liability; (i) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against the Business under any similar Law; or (j) any agreement to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Except as set forth in Section 3.8 of the Disclosure Schedules, since the Balance Sheet Date, and other than in the ordinary course of business consistent with past practice, except for any event that may have been caused by any Law, rules regulations rules, regulations, or other requirements of any Governmental Authorities in response to the COVID-19 pandemic, there has not been, with respect to the Target Company and its Subsidiaries, any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the chartercertificate of formation, by-laws operating agreement or other organizational documents of the Target Company; (c) split, combination or reclassification of any shares of its capital stock membership interests (or other equity securities); (d) issuance, sale or other disposition of any of its capital stock membership interests (or other equity securities) or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock membership interests (or other equity securities) that have not been disclosed herein; (e) declaration or payment of any dividends or distributions on or in respect of any of its capital stock membership interests (or other equity securities) or redemption, purchase or acquisition of its capital stock membership interests (or other equity securities); (f) material change in any method of accounting or accounting practice of the Target Company, except as required by GAAP or as disclosed in the notes to the Financial Statements; (g) material change in the Target Company’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, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) entry into any Contract that would constitute a Material Contract; (i) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (j) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Balance Sheet or cancellation of any debts or entitlements; (k) transfer, assignment or grant of any license or sublicense of any material rights under or with respect to any Target Company Intellectual Property or Target Company IP Agreements; (l) material damage, destruction or loss (whether or not covered by insurance) to its property; (m) any capital investment in, or any loan to, any other Person; (n) acceleration, termination, material modification to or cancellation of any material Contract (including, but not limited to, any Material Contract) to which the Target Company is a party or by which it is bound; (o) imposition of any Encumbrance upon any of the Target Company properties, membership interests (or other equity securities) or assets, tangible or intangible; (p) (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law, (ii) change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $10,000 or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor or consultant; (q) hiring or promoting any person as or to (as the case may be) an officer or hiring or promoting any employee below officer except to fill a vacancy in the ordinary course of business; (r) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant, (ii) Benefit Plan or (iii) collective bargaining or other agreement, in each case whether written or oral; (s) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its members or current or former directors, officers and employees; (t) entry into a new line of business or abandonment or discontinuance of existing lines of business; (u) except for the Merger and the adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (v) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $25,000, individually (in the case of a lease, per annum) or $100,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the ordinary course of business consistent with past practice; (w) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or equity of, or by any other manner, any business or any Person or any division thereof; (x) action by the Target Company to make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Holdings in respect of any Post-Closing Tax Period; (y) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing; or (z) any material capital expenditures.

Absence of Certain Changes, Events and Conditions. Except as set forth in Section 3.8 of Since the Disclosure Schedules, since the Interim Balance Sheet Date, and other than in the ordinary course of business consistent with past practice, except for any event that may have been caused by any Law, rules regulations practice or other requirements of any Governmental Authorities in response to connection with the COVID-19 pandemicPre-Closing Restructuring, there has not been, with respect to each of the Target Company and its SubsidiariesAcquired Companies or any of the Assets, any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the charter, by-laws or other organizational documents Organizational Documents of any of the Target CompanyAcquired Companies; (c) split, combination or reclassification of any shares of its the Acquired Companies’ capital stock (or other equity securities)interests; (d) issuance, sale or other disposition of any of its the Acquired Companies’ capital stock (or other equity securities) interests, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its the Acquired Companies’ capital stock (or other equity securities) that have not been disclosed hereininterests; (e) declaration or payment of any dividends or distributions on or in respect of any of its the Acquired Companies’ capital stock (or other equity securities) interests or redemption, purchase or acquisition of its any of the Acquired Companies’ capital stock (or other equity securities)interests; (f) material change in any method of accounting or accounting practice of any of the Target CompanyAcquired Companies, except as required by GAAP or as disclosed in the notes to the Financial Statements; (g) material change in any of the Target Company’s Acquired Companies’ 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, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) entry into any Contract that would constitute a Material Contract; (i) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (ji) transfer, assignment, sale or other disposition of any of the assets material asset shown or reflected in the Interim Balance Sheet or cancellation of any material debts or entitlementsentitlements reflected thereon; (kj) transfer, transfer or assignment or grant of any license or sublicense of any material rights under or with respect to any Target Company Intellectual Property Property; (k) material damage, destruction or Target Company IP Agreementsloss (whether or not covered by insurance) to any of the Acquired Companies’ property material to such Acquired Company’s business; (l) any capital investment in, or any loan to, any other Person (other than an Acquired Company); (m) acceleration, termination, material modification to or cancellation of any Material Contract; (n) any material capital expenditures; (o) imposition of any Encumbrance (other than Permitted Encumbrances) upon any of the Assets or any of the Acquired Companies’ properties, capital stock or other equity interests or assets, tangible or intangible; (p) grant of any material bonuses, whether monetary or otherwise, or any material general wage or salary increases in respect of any of the Acquired Companies’ Employees, directors, officers or consultants, other than as provided for in any written agreements or consistent with past practice, or material change in the terms of employment for any Employee, director, officer or consultant; (q) entry into or termination of any employment agreement (other than an at-will offer letter) providing for a base salary or collective bargaining agreement, written or oral, or material modification of the terms of any such existing agreement; (r) any loan to, or entry into any other transaction with, any of the Acquired Companies’ directors, officers and Employees; (s) entry into a new line of business or abandonment or discontinuance of existing lines of business; (t) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (u) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $100,000, individually (in the case of a lease, per annum) or $200,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of equipment or supplies in the ordinary course of business consistent with past practice; (v) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other manner, any business or any Person or any division thereof; (w) adoption, amendment, modification or termination of any material bonus, profit sharing, incentive or severance plan, Benefit Plan, Contract or commitment for the benefit of any of the Acquired Companies’ consultants, contractors, Employees or directors (in each case to the extent that such adoption, amendment, modification or termination would result in any liability to Buyer or any of the Acquired Companies), and in each case except as expressly set forth in Section 5.11; (x) action by any of the Acquired Companies to make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer in respect of any Post-Closing Tax Period; or (y) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Except as set forth in on Section 3.8 of the Company Disclosure SchedulesSchedules or in accordance with Section 5.1(b) hereof, since the Interim Balance Sheet Date, and other than in the ordinary course of business consistent with past practice, except for any event that may have been caused by any Law, rules regulations or other requirements of any Governmental Authorities in response to the COVID-19 pandemic, there has not been, with respect to the Target Company and its SubsidiariesCompany, any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse EffectEffect with respect to Company; (b) an amendment of the charter, Company Charter or the by-laws or other organizational documents of the Target Company; (c) split, combination or reclassification of any shares of its capital stock (or other equity securities)stock; (d) issuance, sale or other disposition of any of its capital stock (or other equity securities) stock, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock (or other equity securities) that have not been disclosed hereinstock; (e) declaration or payment of any dividends or distributions on or in respect of any of its capital stock (or other equity securities) or redemption, purchase or acquisition of its capital stock (or other equity securities)stock; (f) material change in any method of accounting or accounting practice of the Target Company, Company except as required by GAAP or as disclosed in the notes to the Financial Statements; (g) material change in the Target Company’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, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) entry into any Contract that would constitute a Material Contract; (i) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (j) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Balance Sheet or cancellation of any debts or entitlementsentitlements other than in each case in the ordinary course of business consistent with past practice; (k) transfer, assignment or grant of any license or sublicense of any material rights under or with respect to any Target Company Intellectual Property other than, in each case, in connection with a sale of Products in the ordinary course of business consistent with past practice; (l) damage, destruction or Target loss (whether or not covered by insurance) to its property having a replacement cost in excess of Five Thousand Dollars ($5,000); (m) any capital investment in, or any loan to, any other Person; (n) acceleration, termination, material modification to or cancellation of any Material Contract to which Company IP Agreementsis a party or by which it is bound; (o) any capital expenditures in excess of Five Thousand Dollars ($5,000) individually or Fifteen Thousand Dollars ($15,000) in the aggregate; (p) imposition of any material Encumbrance upon any of Company properties, capital stock or assets, tangible or intangible other than Permitted Encumbrances; (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law, (ii) change in the terms of employment for any employee, or any termination of any employees, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any employee, officer, director, independent contractor or consultant; (r) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant, (ii) material Benefit Plan or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (s) any loan to (or forgiveness of any loan to) any of its stockholders, directors, officers and employees other than the advancement of expenses in the ordinary course of business consistent with past practice; (t) entry into a new line of business or abandonment or discontinuance of existing lines of business; (u) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (v) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other manner, any business or any Person or any division thereof; (w) except for Tax filings and positions in accordance with the Company’s prior custom and practice and properly disclosed to Parent, action by Company to make, change or rescind any Tax election, amend any Tax Return, adopt or change any accounting method in respect of Taxes, enter into any closing agreement with respect to Taxes, settle any material claim or assessment in respect of Taxes, or consent to any extension or waiver of the limitation period applicable to any material claim with respect to the collection or assessment of Taxes; or (x) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Except Since the Balance Sheet Date and except as set forth disclosed in Section 3.8 4.06 of the Disclosure Schedules, since the Balance Sheet Date, and other than in the ordinary course of business consistent with past practice, except for any event that may have been caused by any Law, rules regulations or other requirements of any Governmental Authorities in response to the COVID-19 pandemic, there has not been, with respect to the Target Company and its Subsidiaries, been any: (a) to the Actual Knowledge of Seller Parent, event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the charter, by-laws or other organizational documents of the Target Company; (c) split, combination or reclassification of any shares of its capital stock (or other equity securities); (d) issuance, sale or other disposition of any of its capital stock (or other equity securities) or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock (or other equity securities) that have not been disclosed herein; (e) declaration or payment of any dividends or distributions on or in respect of any of its capital stock (or other equity securities) or redemption, purchase or acquisition of its capital stock (or other equity securities); (f) material change in any method of accounting or accounting practice of for the Target CompanyBusiness, except as required by GAAP or as disclosed in the notes to the Financial Statements; (g) material change in the Target Company’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, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (hc) entry into any Contract that would constitute a Material Contract; (id) incurrence, assumption or guarantee of any indebtedness for borrowed money in connection with the Business except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (je) transfer, assignment, sale or other disposition of any of the assets Purchased Assets shown or reflected in the Balance Sheet or cancellation Sheet, except for the sale of any debts or entitlementsInventory in the ordinary course of business; (kf) transfer, assignment or grant of any license or sublicense of any material rights under or with respect to any Target Company Intellectual Property Assets or Target Company IP AgreementsIntellectual Property Licenses; (g) material damage, destruction or loss, or any material interruption in use, of any Purchased Assets, whether or not covered by insurance; (h) acceleration, termination, material modification to or cancellation of any Assigned Contract or Permit; (i) material capital expenditures which would constitute an Assumed Liability; (j) imposition of any Encumbrance upon any of the Purchased Assets; (i) except for Seller Parent’s grant of restricted stock units under its Benefit Plans, grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of any employees, officers, directors, independent contractors or consultants of the Business, other than as provided for in any written agreements or required by applicable Law, (ii) change in the terms of employment, except for implementation and termination of temporary salary decreases, for any employee of the Business or any termination of any employees for which the aggregate costs and expenses exceed $10,000, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any employee, officer, director, consultant or independent contractor of the Business; (l) except for Seller Parent’s grant of restricted stock units under its Benefit Plans, adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant of the Business, (ii) Benefit Plan, or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (m) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any directors, officers or employees of the Business; (n) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; or (o) purchase, lease or other acquisition of the right to own, use or lease any property or assets in connection with the Business for an amount in excess of $25,000, individually (in the case of a lease, per annum) or $25,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of Inventory or supplies in the ordinary course of business consistent with past practice.

Absence of Certain Changes, Events and Conditions. Except as set forth in Section 3.8 4.08 of the Disclosure SchedulesSchedule, since between the Interim Balance Sheet DateDate and the date of this Agreement, and other than in the ordinary course of business consistent with past practice, except for any event that may have been caused by any Law, rules regulations or other requirements of any Governmental Authorities in response to the COVID-19 pandemic, there has not been, with respect to the Target Company and or any of its Subsidiaries, any: (a) event, occurrence or development that has had, or could would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; (b) amendment of the charter, by-laws or other organizational documents Organizational Documents of the Target CompanyCompany or any of its Subsidiaries; (c) split, combination or reclassification of any shares equity interest in the Company or any of its capital stock (or other equity securities)Subsidiaries; (d) issuance, sale or other disposition of, or creation of any Encumbrance on, any equity interest of the Company or any of its capital stock (or other equity securities) Subsidiaries, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any equity interest in the Company or any of its capital stock (or other equity securities) that have not been disclosed hereinSubsidiaries; (e) declaration or payment of any dividends or distributions on or in respect of any of its capital stock (or other equity securities) Capital Stock in the Company or redemption, purchase or acquisition of its capital stock (or other equity securities)any of the Company’s outstanding Capital Stock; (f) material change in any method of accounting or accounting practice of the Target CompanyCompany or any of its Subsidiaries, except as required by GAAP or as disclosed in the notes to the Interim Financial Statements; (g) material change in the Target Company’s or any of its Subsidiaries’ 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, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) entry into any Contract that would constitute a Material Contract; (i) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities liabilities incurred in the ordinary course of business consistent with past practice; (j) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Interim Balance Sheet or cancellation of any debts or entitlements; (k) transfer, assignment or grant of any license or sublicense of any material rights under or with respect to any Target Company Intellectual Property IP, other than non-exclusive licenses or Target sublicenses granted in the ordinary course of business; (l) material damage, destruction or loss (whether or not covered by insurance) to any of its tangible property; (m) any capital investment in, or any loan to, any other Person other than any Subsidiary of the Company; (n) acceleration, termination of or material modification to or cancellation of any Material Contract; (o) any capital expenditures in excess of $100,000 individually or $200,000 in the aggregate; (p) imposition of any Encumbrance upon any of the Company’s or any of its Subsidiaries’ material properties or assets, tangible or intangible; (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its employees, officers, managers, independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law, (ii) change in the terms of employment for any employee or any termination of any employees for which the aggregate severance costs and expenses exceed $75,000, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any employee, officer, director, independent contractor or consultant; (r) adoption, material modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a labor union, in each case whether written or oral; (s) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any stockholder, director, officer or employee (excluding any expense advances in the ordinary course); (t) entry into a new material line of business or abandonment or discontinuance of existing material lines of business; (u) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (v) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $50,000, individually (in the case of a lease, per annum) or $100,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the ordinary course of business consistent with past practice; (w) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets, stock or other equity of, or by any other manner, any business or any Person or any division thereof; (x) action by the Company IP Agreements;to make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of the Company in respect of any Post-Closing Tax Period; or (y) enter into any Contract to do any of the foregoing.

Absence of Certain Changes, Events and Conditions. Except as set forth in Section 3.8 of the Disclosure Schedules, since Since the Balance Sheet Date, and other than in the ordinary course of business consistent with past practice, except for any event that may have been caused by any Law, rules regulations or other requirements of any Governmental Authorities in response to the COVID-19 pandemic, there has not been, with respect to the Target either Company and its Subsidiariesor any Major Subsidiary, any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the charter, by-laws Organizational Documents of a Company or other organizational documents of the Target Companya Major Subsidiary; (c) split, combination or reclassification of any shares of its capital stock (membership interests in the Company or other equity securities)a Major Subsidiary; (d) issuance, sale or other disposition of, or creation of any Encumbrance on, any membership interests in the Company or of its capital stock (or other equity securities) any Major Subsidiary, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any membership interests in the Company or of its capital stock (or other equity securities) that have not been disclosed hereinany Major Subsidiary; (e) declaration or payment of any dividends or distributions on or in respect of any of its capital stock (or other equity securities) membership interests in the Company or redemption, purchase or acquisition of its capital stock (any of the outstanding membership interests or other equity securities)any Company or Major Subsidiary; (f) material change in any method of accounting or accounting practice of the Target CompanyCompany or any Major Subsidiary, except as required by GAAP or as disclosed in the notes to the Financial Statements; (g) material change in the Target a Company’s or a Major Subsidiary’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, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) entry into any Contract that would constitute a Material Contract; (i) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (j) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Company’s Balance Sheet or cancellation of any debts or entitlements; (k) transfermaterial damage, assignment destruction or loss (whether or not covered by insurance) to its property; (l) any capital investment in, or any loan to, any other Person; (m) acceleration, termination, material modification to or cancellation of any material Contract (including, but not limited to, any Material Contract) to which the Company or a Major Subsidiary is a party or by which it is bound; (n) any material capital expenditures; (o) imposition of any Encumbrance upon any of the Company’s or a Major Subsidiary’s properties or assets, tangible or intangible; (p) (i) grant of any license bonuses, whether monetary or sublicense otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its employees, members, managers, consultants or independent contractors, other than as provided for in any written agreements or required by applicable Law, (ii) change in the terms of employment for any employee or any termination of any material rights employees for which the aggregate costs and expenses exceed $10,000, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any employee, member, manager, consultant or independent contractor; (q) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with an employee, (ii) Company Benefit Plan or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (r) any transaction by any Company or Major Subsidiary with any of its members, managers, officers or employees; (s) entry into a new line of business or abandonment or discontinuance of existing lines of business; (t) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (u) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $25,000, individually (in the case of a lease, per annum) or $100,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the ordinary course of business consistent with past practice; (v) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets, stock or other equity of, or by any other manner, any business or any Person or any division thereof; (w) action by the Company or any Major Subsidiary to make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer in respect of any Post-Closing Tax Period; or (x) any Contract to do any Target Company Intellectual Property of the foregoing, or Target Company IP Agreements;any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Except as set forth in Section 3.8 of Since the Disclosure Schedules, since the Recent Balance Sheet Date, and other than in the ordinary course of business consistent with past practice, except for any event that may have been caused by any Law, rules regulations or other requirements of any Governmental Authorities in response to the COVID-19 pandemic, there has not been, with respect to the Target Company and Seller or any of its Subsidiaries, any: (a) event, occurrence or development that has had, had or could is reasonably be expected likely to have, individually or in the aggregate, have a Material Adverse Effect; (b) amendment notice of violation, non-compliance or non-renewal of any of the charter, by-laws or other organizational documents of the Target CompanyMME Certificates; (c) split, combination or reclassification of any shares material amendment of its capital stock (certificate of formation or other equity securities)limited liability company agreement; (d) issuance, sale or other disposition of any of its capital stock (or other equity securities) interests, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock (or other equity securities) that have not been disclosed hereininterests; (e) declaration or payment of any dividends or distributions on or in respect of any of its capital stock (units or other equity securities) interests, or redemption, purchase or acquisition of its capital stock (units or equity interests other equity securities)than Tax distributions in the ordinary course of business; (f) material change in any method of its methods of accounting or accounting practice of the Target Companypractice, except as required by GAAP or applicable Law or as disclosed in the notes to the Financial Statements; (g) material change in the Target Company’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, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) entry into any Contract that would constitute a Material Contract; (i) incurrence, assumption or guarantee of any indebtedness for borrowed money Indebtedness in an aggregate amount exceeding $2,500 except unsecured current obligations and Liabilities liabilities incurred in the ordinary course of business consistent with past practicebusiness; (jh) transfer, assignment, sale or other disposition of any of the assets shown or reflected on the Balance Sheet, except in the Balance Sheet ordinary course of business; (i) increase in the compensation of its employees, other than as provided for in any Material Contract or cancellation in the ordinary course of business; (j) adoption, amendment or modification of any debts Benefit Plan, the effect of which in the aggregate would increase the obligations of the Seller or entitlementsany of its Subsidiaries by more than 1% percent of its existing annual obligations to such plans; (k) transferentry into any agreement with an Affiliate of Seller or any Subsidiary; (l) acquisition by merger or consolidation with, assignment or grant by purchase of a substantial portion of the assets or stock of, or by any other manner, any business or any Person or any division thereof for consideration in excess of $2,500; (m) adoption of any license plan of merger, consolidation, reorganization, liquidation or sublicense dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any material rights bankruptcy petition against it under any similar Law; or (n) any agreement to do any of the foregoing, or with respect to any Target Company Intellectual Property action or Target Company IP Agreements;omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Except as set forth in on Section 3.8 3.09 of the Disclosure Schedules, since the Interim Balance Sheet Date, and other than in the ordinary course of business consistent with past practice, except for any event that may have been caused by any Law, rules regulations or other requirements of any Governmental Authorities in response to the COVID-19 pandemic, there has not been, with respect to the Target Company and its Subsidiariesany Company, any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the charter, by-laws or other organizational documents of the Target such Company’s Organizational Documents; (c) split, combination or reclassification of any shares of its limited liability company/membership interests, capital stock (or other equity securities)interests; (d) issuance, sale or other disposition of any of its limited liability company/membership interests, capital stock (or other equity securities) interests, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its limited liability company/membership interests, capital stock (or other equity securities) that have not been disclosed hereininterests; (e) declaration or payment of any dividends or distributions on or in respect of any of its limited liability company/membership interests, capital stock (or other equity securities) interests, or redemption, purchase or acquisition of its limited liability company/membership interests, capital stock (or other equity securities)interests; (f) material change in any method of accounting or accounting practice of the Target such Company, except as required by GAAP (or, as to FSIC, by SAP) or as disclosed in the notes to the Financial Statements; (g) material change in the Target such Company’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, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) entry into any Contract that would constitute a Material Contract; (i) incurrence, assumption or guarantee of any indebtedness Indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (j) transfer, assignment, sale or other disposition of any of the material assets shown or reflected in the Interim Balance Sheet or cancellation of any debts or entitlements; (k) transfer, assignment or grant of any license or sublicense of any material rights under or with respect to any Target Company Intellectual Property or Target Company IP Agreements; (l) material damage, destruction or loss (whether or not covered by insurance) to a material asset of any Company; (m) capital investment in, or any loan to, any other Person; (n) acceleration, termination, material modification to or cancellation of any Material Contract to which such Company is a party or by which it is bound; (o) material capital expenditures; (p) imposition of any Encumbrance upon any of such Company’s properties, capital stock or assets, tangible or intangible; (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of such Company’s current or former employees, directors, officers, managers, independent contractors or consultants, other than (A) in the ordinary course of business consistent with past practices, (B) as provided for in any written agreements or (C) as required by applicable Law, (ii) change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $25,000, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, manager, independent contractor or consultant; (r) hiring or promoting any person as or to (as the case may be) an officer or hiring or promoting any employee below officer except to fill a vacancy in the ordinary course of business; (s) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, manager, independent contractor or consultant, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (t) loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its stockholders or members, or current or former directors, managers, officers and employees; (u) entry into a new line of business or abandonment or discontinuance of existing lines of business; (v) except for the Merger, adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (w) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $100,000, individually (in the case of a lease, per annum) or $100,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the ordinary course of business consistent with past practice; (x) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock or limited liability company/membership interests of, or by any other manner, any business or any Person or any division thereof; (y) action by such Company to make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax Liability or reducing any Tax asset of Parent in respect of any Post-Closing Tax Period; (z) entry, issuance, or filing, with or without the request or consent or over the objection of such Company, of any order, consent order, of directive relating to such Company of or by any Applicable Insurance Department, or undertaking or agreement by such Company to or with any Applicable Insurance Department; or (aa) Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Except as set forth in Section 3.8 of the Disclosure Schedules, since Since the Balance Sheet Date, and other than in the ordinary course of business consistent with past practice, except for any event that may have been caused by any Law, rules regulations practice or other requirements as set forth in Section 2.08 of any Governmental Authorities in response to the COVID-19 pandemicDisclosure Schedules, there has not been, with respect to the Target Company and or any of its Subsidiaries, any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the its charter, by-laws bylaws or other organizational documents of the Target Companydocuments; (c) split, combination or reclassification of any shares of its capital stock (or other equity securities)interests; (d) issuance, sale or other disposition of any of its capital stock (stock, other equity interests or other equity securities) , or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock (stock, other equity interests or other equity securities) that have not been disclosed herein; (e) declaration or payment of any dividends or distributions on or in respect of any of its capital stock (or other equity securities) interests, or redemption, purchase or acquisition of its capital stock (stock, other equity interests or other equity securities); (f) material change in any method of accounting or accounting practice of the Target Companypractice, except as required by GAAP or as disclosed in the notes to the Financial Statements; (g) material change in the Target Company’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, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) entry into any Contract that would constitute a Material Contract; (i) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (j) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Balance Sheet or cancellation of any debts or entitlements; (k) transfer, assignment or grant of any license or sublicense of any material rights under or with respect to any Target Company Intellectual Property or Target Company IP Agreements; (i) material damage, destruction or loss (whether or not covered by insurance) to its material property; (j) imposition of any Encumbrance upon any of the material properties, capital stock or other equity interests or assets, tangible or intangible, of the Company or any Subsidiary; (k) (i) grant of any previously unplanned bonuses, whether monetary or otherwise, or previously unplanned increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, managers, directors, independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law, or (ii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, manager, director, independent contractor or consultant; (l) hiring or promoting any person as or to (as the case may be) an officer or hiring or promoting any employee below officer except in the ordinary course of business; (m) entry into a new line of business or abandonment or discontinuance of existing lines of business; (n) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (o) acquisition by merger or consolidation with any Person; (p) (i) action to make, change or rescind any Tax election; (ii) action to amend any Tax Return or take any position on any Tax Return; or (iii) action, omission or entrance into any transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer in respect of any Post-Closing Tax Period; or (q) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing. Notwithstanding the foregoing, anything expressly permitted by Buyer (including by waiver, consent or otherwise) under Section 4.01 (Conduct of Business Prior to Closing) shall not be deemed a breach of any provision under this Section 2.08.

Absence of Certain Changes, Events and Conditions. Except as expressly contemplated by the Agreement or as set forth in on Section 3.8 3.08 of the Disclosure Schedules, since from December 31, 2014 until the Balance Sheet Datedate of this Agreement, and other than the Company has been operated (or Seller has caused the Company to operate) in the ordinary course of business consistent with past practice, except for any event that may have been caused by any Law, rules regulations or other requirements of any Governmental Authorities practice in response to the COVID-19 pandemic, all material respects and there has not been, with respect to the Target Company and its Subsidiaries, been any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, had a Material Adverse Effect; (b) material amendment of the charter, by-laws or other organizational documents Constituent Documents of the Target Seller, as it may relate to the Company or the Business, or the Company; (c) split, combination adoption or reclassification change of any shares of its capital stock (or other equity securities); (d) issuance, sale or other disposition of any of its capital stock (or other equity securities) or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock (or other equity securities) that have not been disclosed herein; (e) declaration or payment of any dividends or distributions on or in respect of any of its capital stock (or other equity securities) or redemption, purchase or acquisition of its capital stock (or other equity securities); (f) material change in any method of accounting or accounting practice of the Target Company, except as required by GAAP or applicable Law or as disclosed in the notes to the Financial Statements; (g) material change in the Target Company’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, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) entry into any Contract that would constitute a Material Contract; (id) incurrence, assumption or guarantee of any indebtedness for borrowed money Indebtedness in an aggregate amount exceeding $10,000, except unsecured current trade obligations and Liabilities liabilities incurred in the ordinary course of business consistent with past practicebusiness; (je) creation or other incurrence of any Encumbrance on any material asset of the Company other than Permitted Encumbrances; (f) sale, transfer, assignmentlease, sale license or other disposition of any of the assets shown or reflected on the Balance Sheet, except (i) in the Balance Sheet ordinary course of business consistent with past practice or cancellation (ii) except with respect to Intellectual Property, for any assets having an aggregate value of any debts or entitlementsless than $10,000; (kg) transfer(i) adoption, assignment amendment or grant modification of any license or sublicense Benefit Plan, except as required under applicable Law, the terms of any material rights Material Contract or the terms of the individual Benefit Plan; (ii) grant or increase of any compensation (including any retention or change in control bonus), benefits or severance or termination pay to any current or former employee, officer, director or independent contractor of the Company, (iii) acceleration of the vesting or payment of, or funding or in any other way securing the payment, compensation or benefits under, any Benefit Plan, (iv) hiring or termination of any Employee with an annual base salary or base wages exceeding $50,000, or (v) transferring to the Company the employment of any Person whose work duties have not been primarily dedicated to the Business or transferring out of the Company the employment of any Person whose work duties have been primarily dedicated to the Business; (h) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other manner, any business or any Person or any division thereof for consideration in excess of $10,000; (i) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (j) incident of damage, destruction or loss of any property or assets owned by the Company or used in the operation of their businesses, whether or not covered by insurance, having a replacement cost or fair market value in excess of $10,000; (i) making, change or revocation of any Tax election; (ii) settlement or compromise of any claim or liability with respect to Taxes relating to the Company; (iii) closing agreement entered into relating to Taxes; (iv) amended Tax Return filing; (v) surrender of any Target Company Intellectual Property right to claim a refund of Taxes; (vii) incurrence of any liability for Taxes outside the ordinary course of business; (viii) failure to pay any Tax that was due and payable (including any estimated tax payments); (ix) preparation or Target Company IP Agreements;filing of any Tax Return in a manner inconsistent with past practice; or (x) consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment relating to the Company; or (l) any agreement to do any of the foregoing.

Absence of Certain Changes, Events and Conditions. Except as set forth in Section 3.8 of the Disclosure Schedules, since Since the Balance Sheet Date, and other than in the ordinary course of business consistent with past practice, except for any event that may have been caused by any Law, rules regulations or other requirements as set forth on Section 3.07 of any Governmental Authorities in response to the COVID-19 pandemic, Disclosure Schedules there has not been, with respect to either of the Target Company and its SubsidiariesAcquired Companies, any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the charter, by-laws or other organizational documents of the Target an Acquired Company; (c) split, combination or reclassification of any shares of its capital stock (or other equity securities)stock; (d) issuance, sale or other disposition of any of its capital stock (or other equity securities) stock, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock (or other equity securities) that have not been disclosed hereinstock; (e) declaration or payment of any dividends or distributions on or in respect of any of its capital stock (or other equity securities) or redemption, purchase or acquisition of its capital stock (or other equity securities)stock; (f) material change in any method of accounting or accounting practice of the Target Companypractice, except as required by GAAP or as disclosed in the notes to the Financial StatementsGAAP; (g) material change in the Target Company’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, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) entry into any Contract that would constitute a Material Contract; (i) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (j) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Balance Sheet Sheet, except for inventory sold in the ordinary course of business, or cancellation or compromise of any debts or entitlementsclaims; (k) transfer, transfer or assignment of or grant of any license or sublicense of any material rights under or with respect to any Target Acquired Company Intellectual Property or Target Acquired Company IP Agreements; (l) abandonment or lapse of or failure to maintain in full force and effect any Acquired Company IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality or value of any Trade Secrets included in the Acquired Company Intellectual Property; (m) material damage, destruction or loss (whether or not covered by insurance) to its property; (n) any capital investment in, or any loan to, any other Person; (o) acceleration, termination, material modification to or cancellation of any material Contract (including, but not limited to, any Material Contract) to which an Acquired Company is a party or by which it is bound; (p) any material capital expenditures; (q) imposition of any Encumbrance upon any of an Acquired Company properties, capital stock or assets, tangible or intangible; (r) (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law, (ii) change in the terms of employment for any employee or any termination of any employees for which the aggregate annual costs and expenses exceed $2,500, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor or consultant; (s) hiring or promoting any person as or to (as the case may be) a position of manager or higher level; (t) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (u) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its stockholders or current or former directors, officers and employees; (v) entry into a new line of business or abandonment or discontinuance of existing lines of business; (w) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (x) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $2,500, individually (in the case of a lease, per annum) or $5,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the ordinary course of business consistent with past practice; (y) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other manner, any business or any Person or any division thereof; (z) action to make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer in respect of any Post-Closing Tax Period; or (aa) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Except as set forth in Section 3.8 of Since the Disclosure Schedules, since the Interim Balance Sheet Date, and other than in the ordinary course of business consistent with past practice, except for any event that may have been caused by any Law, rules regulations or other requirements of any Governmental Authorities in response to the COVID-19 pandemicpractice as contemplated herein, there has not been, with respect to the Target Company and its SubsidiariesCompanies, any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Business Material Adverse Effect; (b) amendment of the charter, by-laws or other organizational documents of the Target Companysuch entities’ chartering documents; (c) split, combination or reclassification of any shares of its limited liability company/membership interests, capital stock (or other equity securities)interests; (d) except any transaction that may occur pursuant to the WSDA Agreement, issuance, sale or other disposition of any of its limited liability company/membership interests, capital stock (or other equity securities) interests, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its limited liability company/membership interests, capital stock (or other equity securities) that have not been disclosed hereininterests; (e) declaration or payment of any dividends or distributions on or in respect of any of its limited liability company/membership interests, capital stock (or other equity securities) interests, or redemption, purchase or acquisition of its limited liability company/membership interests, capital stock (or other equity securities)interests; (f) material change in any method of accounting or accounting practice of the Target Companypractice, except as required by GAAP or SAP or as disclosed in the notes to the Financial Statements; (g) material change in the Target Company’s its 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, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) entry into any Contract contract that would constitute a Material Contract; (i) incurrence, assumption or guarantee of any indebtedness Indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (j) transfer, assignment, sale or other disposition of any of the material assets shown or reflected in the Interim Balance Sheet or cancellation of any debts or entitlements; (k) transfer, assignment or grant of any license or sublicense of any material rights under or with respect to any Target Company Intellectual Property or Target Company IP Agreements; (l) material damage, destruction or loss (whether or not covered by insurance) to an asset material to it; (m) capital investment in, or any loan to, any other Person; (n) acceleration, termination, material modification to or cancellation of any Material Contract to which it is a party or by which it is bound; (o) material capital expenditures; (p) imposition of any Encumbrance upon its properties, capital stock or assets, tangible or intangible; (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of the Companies current or former employees, directors, officers, managers, independent contractors or consultants, other than (A) in the ordinary course of business consistent with past practices, (B) as provided for in any written agreements or (C) as required by applicable Law, (ii) change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $10,000, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, manager, independent contractor or consultant; (r) hiring or promoting any person as or to (as the case may be) an officer or hiring or promoting any employee below officer except to fill a vacancy in the ordinary course of business; (s) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, manager, independent contractor or consultant, (ii) Plan or (iii) collective bargaining or other agreement with a union, in each case whether written or oral; (t) loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its shareholders or members, or current or former directors, managers, officers and employees; (u) entry into a new line of business or abandonment or discontinuance of existing lines of business; (v) except for this Agreement, adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (w) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $100,000 individually (in the case of a lease, per annum) or $100,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the ordinary course of business consistent with past practice; (x) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock or limited liability company/membership interests of, or by any other manner, any business or any Person or any division thereof; (y) action by it to make, change or revoke any material election in respect of Taxes (except as required by Law), change an annual accounting period, adopt or change any accounting method with respect to Taxes except as may be required as a result of a change in Law, make any material agreement or settlement with respect to Taxes, file any amended Tax return, surrender any right to claim a refund of Taxes, or consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment; (z) entry, issuance, or filing, with or without the request or consent or over the objection of it, or any order, consent order, of directive relating to any Company of or by any Applicable Regulator, or undertaking or agreement by such Company to or with any Applicable Regulator; or (aa) Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Except as expressly contemplated by the Agreement, as disclosed in the Seller SEC Filings or as set forth in on Section 3.8 3.08 of the Disclosure Schedules, since from the Balance Sheet DateDate until the date of this Agreement, and other than the Company has operated in the ordinary course of business consistent with past practice, except for any event that may have been caused by any Law, rules regulations or other requirements of any Governmental Authorities in response to the COVID-19 pandemic, all material respects and there has not been, with respect to the Target Company and its SubsidiariesCompany, any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, had a Material Adverse Effect; (b) material amendment of the charter, by-laws or other organizational documents of the Target Company; (c) split, combination or reclassification of any shares of its capital stock (or other equity securities)stock; (d) issuance, sale or other disposition of any of its capital stock (or other equity securities) stock, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock (or other equity securities) that have not been disclosed hereinstock; (e) declaration or payment of any dividends or distributions on or in respect of any of its capital stock (or other equity securities) or redemption, purchase or acquisition of its capital stock (or other equity securities)stock; (f) material change in any method of accounting or accounting practice of the Target Company, except as required by GAAP or applicable Law or as disclosed in the notes to the Company Financial Statements; (g) material change in the Target Company’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, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) entry into any Contract that would constitute a Material Contract; (i) incurrence, assumption or guarantee of any indebtedness for borrowed money in an aggregate amount exceeding $25,000, except unsecured current obligations and Liabilities liabilities incurred in the ordinary course of business consistent with past practicebusiness; (jh) transfer, assignment, sale or other disposition of any of the assets shown or reflected in on the Company’s balance sheet as of the Balance Sheet Date, except in the ordinary course of business and except for any assets having an aggregate value of less than $25,000; (i) increase in the compensation of its Employees, other than as provided for in any written agreements or cancellation in the ordinary course of business; (j) adoption, amendment or modification of any debts or entitlementsBenefit Plan, the effect of which in the aggregate would increase the obligations of the Company by more than 10% of its existing annual obligations to such plans; (k) transferacquisition by merger or consolidation with, assignment or grant by purchase of a substantial portion of the assets or stock of, or by any other manner, any business or any Person or any division thereof for consideration in excess of $25,000; (l) adoption of any license plan of merger, consolidation, reorganization, liquidation or sublicense dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any material rights bankruptcy petition against it under any similar Law; or (m) any agreement to do any of the foregoing, or with respect to any Target Company Intellectual Property action or Target Company IP Agreements;omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Except as set forth in Section 3.8 4.06 of the Disclosure Schedules, since the Balance Sheet Date, and other than in the ordinary course of business consistent with past practice, except for any event that may have been caused by any Law, rules regulations or other requirements of any Governmental Authorities in response to the COVID-19 pandemic, there has not been, with respect to the Target Company and its Subsidiaries, been any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the charter, by-laws or other organizational documents of the Target Company; (c) split, combination or reclassification of any shares of its capital stock (or other equity securities); (d) issuance, sale or other disposition of any of its capital stock (or other equity securities) or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock (or other equity securities) that have not been disclosed herein; (e) declaration or payment of any dividends or distributions on or in respect of any of its the Parent’s or EyeLock Sub’s capital stock (or other equity securities) or redemption, purchase or acquisition of its the Parent’s or EyeLock Sub’s capital stock (or other equity securities)stock; (fc) material change in any method of accounting or accounting practice of for the Target CompanyBusiness, except as required by GAAP or as disclosed in the notes to the Financial Statements; (gd) material change in the Target Company’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivableAccounts Receivable, establishment of reserves for uncollectible accountsAccounts Receivable, accrual of accounts receivableAccounts Receivable, inventory Inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (he) entry into any Contract that would constitute a Material Contract; (if) except with respect to the Bridge Loans, the Existing Non-Bridge Indebtedness or any other arrangements in respect of Indebtedness with VOXX and/or its Affiliates, the incurrence, assumption or guarantee of any indebtedness for borrowed money in connection with the Business except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (jg) transfer, assignment, sale or other disposition of any of the assets Purchased Assets shown or reflected in the Balance Sheet or Sheet, except for the sale of Inventory in the ordinary course of business; (h) cancellation of any debts or entitlementsclaims or amendment, termination or wavier of any rights constituting Purchased Assets; (ki) transfer, assignment or grant of any license or sublicense of any material rights under or with respect to any Target Company Intellectual Property Assets or Target Company IP Intellectual Property Agreements; (j) material damage, destruction or loss, or any material interruption in use, of any Purchased Assets, whether or not covered by insurance; (k) acceleration, termination, material modification to or cancellation of any Assigned Contract or Permit; (l) imposition of any Encumbrance upon any of the Purchased Assets; (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of any current or former employees, officers, directors, independent contractors or consultants of the Business, other than as provided for in any written agreements or required by applicable Law, (ii) change in the terms of employment for any employee of the Business or any termination of any employees for which the aggregate costs and expenses exceed Fifty Thousand Dollars & 00/100 ($50,000.00), or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, consultant or independent contractor of the Business; (n) hiring or promoting any person as or to (as the case may be) an officer position or hiring or promoting any employee below an officer position except to fill a vacancy in the ordinary course of business; (o) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant of the Business, (ii) Benefit Plan, or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (p) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any current or former directors, officers or employees of the Business; (q) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (r) purchase, lease or other acquisition of the right to own, use or lease any property or assets in connection with the Business for an amount in excess of Twenty-Five Thousand Dollars & 00/100 ($25,000.00), individually (in the case of a lease, per annum) or Fifty Thousand Dollars & 00/100 ($50,000.00) in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of Inventory or supplies in the ordinary course of business consistent with past practice; or (s) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Except as set forth in Section 3.8 of the Disclosure Schedules, since Since the Balance Sheet Date, and other than the business of the Company has been conducted in the ordinary course of business consistent with past practice, except for any event that may have been caused by any Law, rules regulations or other requirements of any Governmental Authorities in response to the COVID-19 pandemic, and there has not been, with respect to the Target Company and its SubsidiariesCompany, any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the charter, by-laws or other organizational documents of the Target Company; (c) split, combination or reclassification of any shares of its capital stock (or other equity securities)stock; (d) issuance, sale or other disposition of any of its capital stock (or other equity securities) stock, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock (or other equity securities) that have not been disclosed hereinstock; (e) declaration or payment of any dividends or distributions on or in respect of any of its capital stock (or other equity securities) or redemption, purchase or acquisition of its capital stock (or other equity securities)stock; (f) material change in any method of accounting or accounting practice of the Target Company, except as required by GAAP or as disclosed in the notes to the Financial Statements; (g) material change in the Target Company’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, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) entry into any Contract that would constitute a Material Contract, with the exception of inventory purchases that may be required to satisfy the needs of an existing customer or Material Contract; (i) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (j) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Balance Sheet or cancellation of any debts or entitlements; (k) transfer, transfer or assignment of or grant of any license or sublicense of any material rights under or with respect to any Target Company Intellectual Property or Target Company IP Agreements; (l) abandonment or lapse of or failure to maintain in full force and effect any Company IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality of any Trade Secrets included in the Company Intellectual Property; (m) material damage, destruction or loss (whether or not covered by insurance) to its property; (n) capital investment in, or loan to, any other Person; (o) acceleration, termination, material modification to or cancellation of any material Contract (including, but not limited to, any Material Contract) to which the Company is a party or by which it is bound; (p) material capital expenditures with the exception of inventory purchases that may be required to satisfy the needs of an existing customer or Material Contract; (q) imposition of any Encumbrance (other than Permitted Encumbrances) upon any of the Company properties, capital stock or assets, tangible or intangible; (r) (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law, (ii) change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $50,000, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor or consultant; (s) Except as set forth on Section 3.08(s) of the Disclosure Schedules, hiring or promoting of any person as or to (as the case may be) an officer or hiring or promoting of any employee below officer except to fill a vacancy in the ordinary course of business or to meet a significant need relating to the execution of or related to the needs of an existing client or Material Contract; (t) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (u) loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its members or current or former directors, officers and employees; (v) entry into a new line of business or abandonment or discontinuance of existing lines of business; (w) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (x) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $200,000 in the aggregate, except for purchases of inventory or supplies in the ordinary course of business consistent with past practice; (y) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other manner, any business or any Person or any division thereof; (z) action by the Company to make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer in respect of any Post-Closing Tax Period; or (aa) Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Except as expressly contemplated by the Agreement or as set forth in the Buyer SEC Filings or on Section 3.8 4.12 of the Disclosure Schedules, since from the Balance Sheet DateDate until the date of this Agreement, and other than Buyer has operated in the ordinary course of business consistent with past practice, except for any event that may have been caused by any Law, rules regulations or other requirements of any Governmental Authorities in response to the COVID-19 pandemic, all material respects and there has not been, with respect to the Target Company and its SubsidiariesBuyer, any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, had a Material Adverse Effect; (b) material amendment of the charter, by-laws or other organizational documents of the Target CompanyBuyer; (c) split, combination or reclassification of any shares of its capital stock (or other equity securities)stock; (d) issuance, sale or other disposition of any of its capital stock (or other equity securities) stock, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock (or other equity securities) that have not been disclosed hereinstock; (e) declaration or payment of any dividends or distributions on or in respect of any of its capital stock (or other equity securities) or redemption, purchase or acquisition of its capital stock (or other equity securities)stock; (f) material change in any method of accounting or accounting practice of the Target CompanyBuyer, except as required by GAAP or as disclosed in the notes to the Financial Statementsapplicable Law; (g) material change in the Target Company’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, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) entry into any Contract that would constitute a Material Contract; (i) incurrence, assumption or guarantee of any indebtedness for borrowed money in an aggregate amount exceeding $25,000, except unsecured current obligations and Liabilities liabilities incurred in the ordinary course of business consistent with past practicebusiness; (jh) transfer, assignment, sale or other disposition of any of the assets shown or reflected in on Buyer’s balance sheet as of the Balance Sheet Date, except in the ordinary course of business and except for any assets having an aggregate value of less than $25,000; (i) increase in the compensation of its Employees, other than as provided for in any written agreements or cancellation in the ordinary course of business; (j) adoption, amendment or modification of any debts or entitlementsBenefit Plan, the effect of which in the aggregate would increase the obligations of Buyer by more than 10% of its existing annual obligations to such plans; (k) transferacquisition by merger or consolidation with, assignment or grant by purchase of a substantial portion of the assets or stock of, or by any other manner, any business or any Person or any division thereof for consideration in excess of $25,000; (l) adoption of any license plan of merger, consolidation, reorganization, liquidation or sublicense dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any material rights bankruptcy petition against it under any similar Law; or (m) any agreement to do any of the foregoing, or with respect to any Target Company Intellectual Property action or Target Company IP Agreements;omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Except as set forth in Section 3.8 of the Disclosure Schedules, since Since the Balance Sheet Date, and other than in the ordinary course of business consistent with past practice, except for any event that may have been caused by any Law, rules regulations or other requirements with the express written approval of any Governmental Authorities in response to the COVID-19 pandemicBuyer, there has not been, with respect to the Target Company and its SubsidiariesPublic Company, any: (a) event, occurrence or development that has had, or could would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the charter, by-laws or other organizational documents Organizational Documents of the Target CompanyPublic Company not consistent with the obligations set forth in Section 5.15 and Section 5.17.; (c) except in furtherance of the obligations set forth in Section 5.15, split, combination or reclassification of any shares of its capital stock (or other equity securities)membership interests in the Public Company; (d) issuance, sale or other disposition of, or creation of any of its capital stock (or other equity securities) Encumbrance on, any membership interests in the Public Company, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock (or other equity securities) that have not been disclosed hereinmembership interests in the Public Company; (e) declaration or payment of any dividends or distributions on or in respect of any of its capital stock (or other equity securities) or redemption, purchase or acquisition of its capital stock (or other equity securities); (f) material change in any method of accounting or accounting practice of the Target Public Company, except as required by GAAP or as disclosed in the notes to the Financial Statements; (gf) material change in the Target Public Company’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, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (hg) entry into any Contract that would constitute a Material Contract; (ih) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (ji) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Balance Sheet or cancellation of any debts or entitlementsentitlements with the exclusion of Sub Debt; (kj) transfer, assignment or grant of any license or sublicense of any material rights under or with respect to any Target Intellectual Property; (k) material damage, destruction or loss (whether or not covered by insurance) to any property; (l) any capital investment in, or any loan to, any other Person; (m) acceleration, termination, material modification to or cancellation of any material Contract (including, but not limited to, any Material Contract) to which the Public Company Intellectual Property is a party or Target Company IP Agreementsby which it is bound; (n) any material capital expenditures; (o) imposition of any Encumbrance upon any of the Public Company’s properties or assets, tangible or intangible;

Absence of Certain Changes, Events and Conditions. Except as set forth in Section 3.8 of the Disclosure Schedules, since Since the Balance Sheet Date, and other than in the ordinary course of business Ordinary Course consistent with past practice, except for any event that may have been caused by any Law, rules regulations or other requirements of any Governmental Authorities in response to the COVID-19 pandemic, there has not been, with respect to the Target Company and its Subsidiaries, been any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the charter, by-laws or other organizational documents of the Target Company; (c) split, combination or reclassification of any shares of its capital stock (or other equity securities); (d) issuance, sale or other disposition of any of its capital stock (or other equity securities) or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock (or other equity securities) that have not been disclosed herein; (e) declaration or payment of any dividends or distributions on or in respect of any of its capital stock (or other equity securities) or redemption, purchase or acquisition of its capital stock (or other equity securities); (f) material change in any method of accounting or accounting practice of for the Target CompanyBusiness, except as required by Swiss GAAP or as disclosed in the notes to the Financial Statements; (g) material change in the Target Company’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, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (hc) entry into any Contract that would constitute a Material Contract; (id) incurrence, assumption or guarantee of any indebtedness for borrowed money in connection with the Business except unsecured current obligations and Liabilities incurred in the ordinary course of business Ordinary Course consistent with past practice; (je) transfer, assignment, sale or other disposition of any of the assets Purchased Assets shown or reflected in the Balance Sheet or Sheet, except for the sale of Inventory in the Ordinary Course; (f) cancellation of any debts or entitlementsclaims or amendment, termination or waiver of any rights constituting Purchased Assets; (kg) transfer, assignment or grant of any license licence or sublicense sub-licence of any material rights under or with respect to any Target Company Intellectual Property IP Assets or Target Company IP Agreements; (h) material damage, destruction or loss, or any material interruption in use, of any Purchased Assets, whether or not covered by insurance; (i) acceleration, termination, material modification to or cancellation of any Assigned Contract or Permit; (j) material capital expenditures which would constitute an Assumed Liability; (k) imposition of any Encumbrance upon any of the Purchased Assets; (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of any current or former employees, officers, directors, independent contractors or consultants of the Business, other than as provided for in any written agreements or required by applicable Law, (ii) change in the terms of employment for any employee of the Business or any termination of any employees for which the aggregate costs and expenses exceed $25,000, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, consultant or independent contractor of the Business; (m) hiring or promoting any individual as or to (as the case may be) any employee or contractor; (n) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant of the Business, or (ii) Benefit Plan, in each case whether written or oral; (o) loan to (or forgiveness of any loan to), or entry into any other transaction with, any current or former directors, officers or employees of the Business; (p) adoption of any amalgamation, arrangement, reorganization, liquidation or dissolution or filing of an assignment or notice of intention to file a proposal in bankruptcy under any provisions of applicable law or the making of any bankruptcy order against it under any similar Law; (q) purchase, lease or other acquisition of the right to own, use or lease any property or assets in connection with the Business for an amount in excess of $25,000, individually (in the case of a lease, each year) or $50,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of Inventory or supplies in the Ordinary Course consistent with past practice; and (r) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Except as set forth in Section 3.8 Since the date of the Disclosure Schedules, since the Balance Sheet DateMost Recent Financial Statements, and other than in the ordinary course of business consistent with past practice, except for any event that may have been caused by any Law, rules regulations or other requirements of any Governmental Authorities in response to the COVID-19 pandemic, there has not been, with respect to the Target Company and its SubsidiariesCompany, any: (ai) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (bii) amendment of the charter, by-laws or other organizational documents of the Target CompanyOrganizational Documents; (ciii) split, combination or reclassification of any shares of its capital stock (or other equity securities)stock; (div) issuance, sale or other disposition of any of its capital stock (or other equity securities) stock, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock (or other equity securities) that have not been disclosed hereinstock; (ev) declaration or payment of any dividends or distributions on or in respect of any of its capital stock (or other equity securities) or redemption, purchase or acquisition of its capital stock (or other equity securities)stock; (fvi) material change in any method of accounting or accounting practice of the Target Company, except as required by GAAP or as disclosed in the notes to the Financial Statements; (g) material change in the Target Company’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, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (hvii) entry into any Contract that would constitute a Material Contract; (iviii) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities liabilities incurred in the ordinary course of business consistent with past practice; (jix) transferissue, assignmentsell, lease, transfer or otherwise dispose of (other than the sale of inventory in the ordinary course of business) or other disposition permit all or any portion of any of the assets shown Assets (whether tangible or reflected in the Balance Sheet intangible) to be subjected to any encumbrance; (x) material damage, destruction or loss (whether or not covered by insurance) to its property; (xi) any capital investment in, or any loan to, any other Person; (xii) acceleration, termination, material modification to or cancellation of any debts material Contract (including, but not limited to, any Material Contract) to which the Company is a party or entitlementsby which it is bound; (kxiii) transferany material capital expenditures; (xiv) imposition of any Lien upon any of the Company properties, assignment capital stock or assets, tangible or intangible; (xv) (A) grant of any license bonuses, whether monetary or sublicense otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law, (B) change in the terms of employment for any employee or any termination of any material rights employees, or (C) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor or consultant; (xvi) adoption, modification or termination of any: (A) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant, (B) Employee Benefit Plan or (C) collective bargaining or other agreement with a union, in each case whether written or oral; (xvii) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its stockholders or current or former directors, officers and employees; (xviii) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (xix) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $5,000, individually (in the case of a lease, per annum) or in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the ordinary course of business consistent with past practice; (xx) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other manner, any business or any Person or any division thereof; (xxi) action by the Company to make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer in respect of any Post-Closing Tax Period; or (xxii) any Contract to do any Target Company Intellectual Property of the foregoing, or Target Company IP Agreements;any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Except as set forth in Section 3.8 of the Disclosure SchedulesSince December 31, since the Balance Sheet Date, and other than in the ordinary course of business consistent with past practice, except for any event that may have been caused by any Law, rules regulations or other requirements of any Governmental Authorities in response to the COVID-19 pandemic2013, there has not been, been with respect to the Target Company and its Subsidiaries, any: (a) Polymer Additives Business any event, occurrence occurrence, circumstance, fact, effect, condition or development change that has had, had or could would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the charter, by-laws or other organizational documents of the Target Company; (c) split, combination or reclassification of any shares of its capital stock (or other equity securities); (d) issuance, sale or other disposition of any of its capital stock (or other equity securities) or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock (or other equity securities) that have not been disclosed herein; (e) declaration or payment of any dividends or distributions on or in respect of any of its capital stock (or other equity securities) or redemption, purchase or acquisition of its capital stock (or other equity securities); (f) material change in any method of accounting or accounting practice of the Target Company, except . Except as required expressly contemplated by GAAP this Agreement or as disclosed in set forth on Schedule 5.05, from December 31, 2013 until the notes to the Financial Statements; (g) material change in the Target Company’s cash management practices and its policiesdate hereof, practices and procedures there has not been, with respect to collection of accounts receivablethe Polymer Additives Business, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits;any: (ha) entry into any Contract that would constitute a Material Contract; (i) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (j) transfer, assignment, sale or other disposition of any of the assets shown or reflected Sold Assets, except for the sale of inventory in the Balance Sheet ordinary course of business and except for any Sold Assets having an aggregate value of less than $100,000; (b) capital expenditures in an aggregate amount exceeding $100,000 which would constitute an Assumed Liability, or cancellation any failure to make any capital expenditures with respect to the Polymer Additives Business that are contemplated by the capital expenditures budget attached to Schedule 5.05(b); (c) imposition of any debts Encumbrance upon any of the Sold Assets, except for Permitted Encumbrances; (d) purchase or entitlementsother acquisition of any property or asset that constitutes a Sold Asset for an amount in excess of $100,000, except for purchases of inventory or supplies in the ordinary course of business; (e) cancelation, relinquishment, waiver or release of any rights or claims having a value in excess of $100,000 in the aggregate primarily related to the Polymer Additives Business (including the cancellation, compromise, release or assignment of any indebtedness owed to, or claims held by, the Polymer Additives Business), or write-down of the value of any asset of the Polymer Additives Business; (f) (i) acceleration or alteration in any material respect of practices and policies relating to the rate of collection of accounts receivable or payment of accounts payable, (ii) acceleration of the production of any products of the Polymer Additives Business in a manner inconsistent with the ordinary course of business, or (iii) failure to pay or satisfy any Liabilities when due and payable, except for such Liabilities and obligations being contested in good faith by Sellers or their Affiliates as of the date hereof; (g) acquisition, by merger or consolidation with, or by purchase of all or a portion of the assets or stock of, or by any other manner, any business or entity or division thereof which would constitute a Sold Asset or Assumed Liability, or entry into any joint venture, partnership, or other similar arrangement for the conduct of the Polymer Additives Business; (h) investment in a Person, whether by purchase of shares of capital stock, contributions to capital or any property transfer; (i) adoption of a plan of complete or partial liquidation or authorization or undertaking of a dissolution, consolidation, restructuring, recapitalization, or other reorganization; (i) except for an increase under any applicable minimum wage Law, increase in the level of compensation or remuneration of any Employee or individual independent contractor of the Polymer Additives Business, (ii) granting of any bonus, equity or equity-based compensation benefit to any Employee or individual independent contractor of the Polymer Additives Business, (iii) except as provided by Law, increase in the coverage or benefits available under any (or create any new), or acceleration of the timing of payments or vesting under any Employee Plan with respect to any Employee, (iv) except entering into offer letters and non-competition agreements with new Employees with annual base salary or wages or consulting fees not exceeding $100,000 in the ordinary course of business, entry into any employment, consulting, deferred compensation, non-competition, or similar agreement (or amend any such agreement) involving any Employee or individual independent contractor of the Polymer Additives Business, (v) other than transfers to fill vacancies arising from employee departures in the ordinary course of business, transfer of the employment of any employee of any Seller to or from the Polymer Additives Business (including transfers of employment to or from any Seller or Sellers’ Affiliates) or other material changes in the job functions of any employee so as to either (x) cause such employee to cease to primarily serve the Polymer Additives Business or (y) cause any employee who does not primarily serve the Polymer Additives Business to primarily serve the Polymer Additives Business; or (vi) termination without “cause” of any employee of any Seller who works primarily for the Polymer Additives Business, except in the ordinary course of business; or (k) transferany agreement to do any of the foregoing, assignment or grant any action or omission that would result in any of any license or sublicense of any material rights under or with respect to any Target Company Intellectual Property or Target Company IP Agreements;the foregoing.

Absence of Certain Changes, Events and Conditions. Except as expressly contemplated by the Agreement or as set forth in on Section 3.8 3.08 of the Disclosure Schedules, since from the Balance Sheet DateDate until the date of this Agreement, and other than MD Office has operated in the ordinary course of business consistent with past practice, except for any event that may have been caused by any Law, rules regulations or other requirements of any Governmental Authorities in response to the COVID-19 pandemic, all material respects and there has not been, with respect to the Target Company and its SubsidiariesMD Office, any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, had a Material Adverse Effect; (b) material amendment of the charter, by-laws or other organizational documents Charter Documents of the Target CompanyMD Office; (c) split, combination or reclassification of any shares of its capital stock (or other equity securities)stock; (d) issuance, sale or other disposition of any of its capital stock (or other equity securities) stock, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock (or other equity securities) that have not been disclosed hereinstock; (e) declaration declaration, setting aside or payment of any dividends dividend on, or distributions other distribution (whether in cash, stock or property) on or in respect of any of its capital stock (or other equity securities) or redemption, purchase or acquisition of its capital stock (or other equity securities)stock; (f) material change in any method of accounting or accounting practice of the Target CompanyMD Office, except as required by GAAP or applicable Law or as disclosed in the notes to the Financial Statements; (g) material change in the Target Company’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, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) entry into any Contract that would constitute a Material Contract; (i) incurrence, assumption or guarantee of any indebtedness Indebtedness for borrowed money money, except unsecured current obligations and Liabilities liabilities incurred in the ordinary course of business consistent with past practicebusiness; (jh) transfer, assignment, sale or other disposition of any of the assets shown or reflected on the Balance Sheet; (i) increase in the compensation of its Employees, other than as provided for in any written agreements in effect as of the Balance Sheet Date or cancellation in the ordinary course of business; (j) resignation or termination of any debts officer or entitlementsdirector of MD Office; (k) transfercreation of severance or increase of termination pay to any Employee or former Employee of MD Office or any change in severance policies or practices; (l) adoption, assignment amendment or grant modification of any license Benefit Plan, the effect of which in the aggregate would increase the obligations of MD Office by more than ten percent of its existing annual obligations to such plans; (m) acquisition by merger or sublicense consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other manner, any business or any Person or any division thereof; (n) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (o) filing or change of any material rights under Tax election, amendment of any material Tax Return, settlement or with respect compromise of any material Tax audit or other proceeding or change in any method of Tax accounting; or (p) any agreement to do any Target Company Intellectual Property of the foregoing, or Target Company IP Agreements;any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Except as set forth in Section 3.8 of Since the Disclosure Schedules, since the Balance Sheet Locked Box Date, and other than in the ordinary course of business consistent with past practice, except for any event that may have been caused by any Law, rules regulations practice or other requirements of any Governmental Authorities in response to the COVID-19 pandemicpermitted or required under this Agreement, there has not beenbeen as of the Original SPA Date, with respect to the Target Company and its Subsidiariesany ACFP Company, any: (a) event, occurrence or development that has had, or could would reasonably be expected to have, individually or in the aggregate, a an ACFP Material Adverse Effect; (b) amendment of the charter, by-laws or other organizational documents of the Target any ACFP Company; (c) split, combination or reclassification of any shares of its capital stock (or other equity securities)stock; (d) issuance, sale or other disposition of any of its capital stock (or other equity securities) stock, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock (or other equity securities) that have not been disclosed hereinstock; (e) declaration or payment of any dividends or distributions on or in respect of any of its capital stock (or other equity securities) or redemption, purchase or acquisition of its capital stock (or other equity securities)stock; (f) material change in any method of accounting or accounting practice of the Target any ACFP Company, except as required by applicable Law or GAAP or as disclosed in the notes to the Financial Statements; (g) material change in the Target an ACFP Company’s cash management practices and its policies, practices and procedures or acceleration with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual or delay of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual any account payable or other Indebtedness beyond its due date or the date when such payment would have been paid in the ordinary course of other expenses, deferral of revenue and acceptance of customer depositsbusiness consistent with past practice; (h) entry into any Contract that would constitute a Material Contract, except as set forth in Section 3.08(h) of the Disclosure Schedules; (i) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (j) transfer, assignment, sale or other disposition of any of the material assets shown or reflected in the Balance Sheet or cancellation of any debts or entitlements; (k) transfer, transfer or assignment of or grant of any license or sublicense of any material rights under or with respect to any Target Company Intellectual Property Property, except (i) for non-exclusive licenses granted in the ordinary course of business or Target (ii) pursuant to Company IP AgreementsAgreements set forth in Section 3.12(b) of the Disclosure Schedules; (l) abandonment or lapse of or failure to maintain in full force and effect any Company IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality or value of any Trade Secrets included in the Company Intellectual Property; (m) material damage, destruction or loss (whether or not covered by insurance) to its property; (n) any capital investment in, or any loan to, any other Person; (o) acceleration, termination, material modification to or cancellation of any Material Contract; (p) any material capital expenditures; (q) imposition of any Encumbrance, other than a Permitted Encumbrance, upon any of the ACFP Companies properties, capital stock or assets, tangible or intangible; (r) (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former officers or directors, other than as provided for in any written agreements or required by applicable Law, (ii) change in the terms of employment of any of the ACFP Continuing Executives or the ACFP Continuing Officers or, with respect to the ACFP Continuing Employees, termination of any employees for which the aggregate costs and expenses exceed $100,000, in each case without the prior written consent of Buyer, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor or consultant, in each case except as required by applicable Law or the terms of any Benefit Plan in effect as of the Original SPA Date; (s) hiring or promoting any person as or to (as the case may be) to be an officer; (t) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant with compensation in excess of $100,000 or any of the ACFP Continuing Executives, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral, in each case, except in the ordinary course of business or as required by applicable Law or the terms of any Benefit Plan in effect as of the Original SPA Date; (u) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its stockholders or current or former directors, officers and employees; (v) entry into a new line of business or abandonment or discontinuance of existing lines of business; (w) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (x) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $100,000, individually (in the case of a lease, per annum) or $250,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the ordinary course of business consistent with past practice; (y) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other manner, any business or any Person or any division thereof; (z) action by the Company to make, change or rescind any Tax election or take any position on any Tax Return, amend any Tax Return, take any action, omit to take any action or enter into any transaction, in each case, that would have the effect of materially increasing the Tax liability or materially reducing any Tax asset of Buyer in respect of any Post-Closing Tax Period; or (aa) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Except as set forth in Section 3.8 of the Disclosure Schedules, since Since the Balance Sheet Date, and other than except as set forth in 4.07 of the ordinary course of business consistent with past practice, except for any event that may have been caused by any Law, rules regulations or other requirements of any Governmental Authorities in response to the COVID-19 pandemicSellers’ Disclosure Letter, there has not been, with respect to the Target Company and its Subsidiariesor any Company Subsidiary, any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (bi) amendment of the chartercertificate of incorporation, articles of association, by-laws or other equivalent organizational documents of the Target CompanyCompany or of GHGL London Ltd, GHG Lubricants Holdings Ltd, G.H Holdings Inc., Houghton Magyarország Kft., GH Asia Pacific Pte Ltd, HII Holding Corporation or Houghton International Inc. or (ii) amendment in any material respect of the certificate of incorporation, articles of association, by-laws or other equivalent organizational documents of any other Company Subsidiary; (c) split, combination or reclassification of any shares or units of its capital stock (or other equity securities)Equity Interests; (d) issuance, sale sale, transfer or other disposition of any of its capital stock (or other equity securities) Equity Interests, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock (or other equity securities) that have not been disclosed hereinEquity Interests; (e) declaration or payment of any dividends or distributions on or in respect of any of its capital stock (or other equity securities) Equity Interests or redemption, purchase or acquisition of its capital stock Equity Interests (other than dividends or distributions declared or paid by any Company Subsidiary to the Company or any other equity securitiesCompany Subsidiary or redemptions, purchases or acquisitions by the Company or any Company Subsidiary of Equity Interests of any Company Subsidiary); (f) material change in any accounting principles or in any method of accounting or accounting practice of the Target Companypractice, except as required by GAAP or as disclosed in the notes to the Financial StatementsStatements or as may be required by changes to GAAP or applicable Law; (g) material change in the Target Company’s cash management practices and its policiespractices, practices and policies or procedures, or in the practices, policies or procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) entry into any Contract that would constitute a Material Contract; (i) incurrence, assumption or guarantee of any indebtedness for borrowed money Indebtedness in an aggregate amount exceeding $500,000, except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (ji) except in the ordinary course of business consistent with past practice, transfer, assignment, sale sale, lease, exclusive license or other disposition of any of the material assets shown or reflected in the Balance Sheet or cancellation of any debts material Indebtedness or entitlements; (j) material damage, destruction or loss (whether or not covered by insurance) to any material asset or property of the Company or any Company Subsidiary; (k) transferany capital investment in, assignment or any loan to, any other Person in an amount in excess of $500,000 in the aggregate; (l) acceleration, material waiver, cancellation, termination, material amendment or material modification to any Material Contract, except in the ordinary course of business consistent with past practice; (m) imposition of any Encumbrance (other than a Permitted Encumbrance) upon any properties, Equity Interests or assets, tangible or intangible, of the Company or any Company Subsidiary; (n) except as required by Law or as done in the ordinary course of business consistent with past practice and not done in anticipation of the transactions contemplated by this Agreement, (i) grant of any license bonuses, whether monetary or sublicense otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its manager-level employees, officers, directors or managers or (ii) action to accelerate the vesting or payment of any compensation or benefit for any employee, officer, director or manager it being understood that, solely for purposes of preparing Section 4.07(n) of the Sellers’ Disclosure Letter, such schedule shall list names (if applicable); (o) except as required by Law or in the ordinary course of business consistent with past practice and not done in anticipation of the transactions contemplated by this Agreement, adoption, modification or termination of any: (i) employment, severance, change in control, retention or other agreement with any employee, officer, director or manager, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a Union, in each case, whether written or oral; (p) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal, foreign or state bankruptcy (or similar) Law or consent to the filing of any bankruptcy petition against it under any similar Law; (q) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $500,000, individually (in the case of a lease, per annum) or $1,000,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the ordinary course of business consistent with past practice; (r) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other manner, any business or any Person or any division thereof; (s) action to make, change or rescind any material rights under Tax election, file any material amended Tax Return or claim for refund, adopt or change any method of accounting, extend or waive the application of any statute of limitations regarding the assessment or collection of any Tax, settle or compromise any Tax Liability or refund or enter into any agreement relating to Taxes (other than by reason of customary provisions in any Contract with third parties entered into in the ordinary course of business the principal purpose of which does not relate to Tax), in each case to the extent it could have the effect of increasing the Tax Liability or reducing any Tax asset of Buyer, the Company or any Company Subsidiary in respect of any tax period beginning after the Balance Sheet Date; or (t) any Contract to do any Target Company Intellectual Property of the foregoing, or Target Company IP Agreements;any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Except as set forth in Section 3.8 of the Disclosure Schedules, since Since the Balance Sheet Date, and other than in the ordinary course of business consistent with past practice, except for any event that may have been caused by any Law, rules regulations or and other requirements than as set forth in Section 4.07 of any Governmental Authorities in response to the COVID-19 pandemicDisclosure Schedules, there has not been, with respect to the Target Company and its SubsidiariesSeller, any: (a) event, occurrence occurrence, or development that has had, or or, to the Knowledge of Seller, could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the charter, by-laws laws, or other organizational documents of the Target CompanySeller; (c) material change in any method of accounting or accounting practice for the Business, except as required by GAAP or as disclosed in the notes to the Financial Statements; (d) split, combination combination, or reclassification of any shares of its capital stock (or other equity securities)unit of ownership; (de) issuance, sale sale, or other disposition of any of its capital stock (or other equity securities) unit of ownership, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange exchange, or exercise) any of its capital stock (or other equity securities) that have not been disclosed hereinunit of ownership; (ef) declaration or payment of any dividends or distributions on or in respect of any of its capital stock (or other equity securities) than in the ordinary course of business, or redemption, purchase purchase, or acquisition of its capital stock (or other equity securities); (f) material change in any method unit of accounting or accounting practice of the Target Company, except as required by GAAP or as disclosed in the notes to the Financial Statementsownership; (g) material change in the Target Companyany Seller’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, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer depositspractices; (h) entry into any Contract that would constitute a Material Contract; (i) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (ji) transfer, assignment, sale sale, or other disposition of any of the assets shown or reflected in the Balance Sheet which either (A) were material to the Business Operations as conducted on the Balance Sheet Date, or (B) have a value in excess of $50,000 or (ii) cancellation of any debts or entitlementsentitlements having a value in excess of $50,000; (k) transfer, transfer or assignment of or grant of any license or sublicense of any material rights under or with respect to any Target Company Intellectual Property or Target Company IP Agreements; (l) abandonment or lapse of or failure to maintain in full force and effect any IP Registration; (m) material damage, destruction, or loss (whether or not covered by insurance) to its property; (n) any capital investment in, or any loan to, any other Person; (o) acceleration, termination, material modification to or cancellation of any Material Contract (except pursuant to the expiration or completion thereof); (p) material capital expenditures in excess of $50,000; (q) imposition of any Encumbrance (excluding Permitted Encumbrances) upon any of the Purchased Assets; (r) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its stockholders, members, owners, or current or former directors, officers, and employees; (s) entry into a new line of business or abandonment or discontinuance of existing lines of business; (t) adoption of any plan of merger, consolidation, reorganization, liquidation, or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (u) purchase, lease, or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $25,000, individually (in the case of a lease, per annum) or $50,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the ordinary course of business consistent with past practice; (v) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other manner, any business or any Person or any division thereof; (w) action by any Seller to make, change or rescind any Tax election, amend any Tax Return, or take any position on any Tax Return, take any action, omit to take any action, or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer in respect of any Post-Closing Tax Period; or (x) any Contract to do any of the foregoing, or any action or omission that would result in any of the forgoing.

Absence of Certain Changes, Events and Conditions. Except as set forth in Section 3.8 on Schedule 3.10, as of the Disclosure Schedulesdate of this Agreement, since the Balance Sheet DateCompany and its subsidiaries have been operating in the ordinary course of business consistent with past practice and there has not been: (a) acquisition of any stock or business of, and or merger or consolidation with, another Person, or any action with respect to liquidating, dissolving, recapitalizing, reorganizing or otherwise winding up the Company’s or its subsidiaries business; (b) payment or increase by the Company or its subsidiaries of any bonuses, salaries, or other than compensation to any stockholder, director, officer, or employee (except, with respect to non-executive employees, in the ordinary course of business consistent with past practice) or entry into any new, except for or material amendment of any event that may have been caused by existing, employment, consulting, independent contractor, severance, change of control or similar contract; (c) adoption of any Lawprofit sharing, rules regulations bonus, deferred compensation, savings, insurance, pension, retirement, or other requirements employee benefit plan; (d) damage to or destruction or loss of any Governmental Authorities in response to asset or property of the COVID-19 pandemicCompany or its subsidiaries, there has whether or not beencovered by insurance, with respect to the Target Company and its Subsidiaries, any: (a) event, occurrence or development that which has had, or could would reasonably be expected to have, individually or in the aggregate, a Material Adverse EffectEffect on the Company or its subsidiaries; (be) amendment sale (other than sales of Equipment in the charterordinary course of business), by-laws or other organizational documents of the Target Company; (c) splitlease, combination or reclassification of any shares of its capital stock (or other equity securities); (d) issuancelicense, sale distribution or other disposition of any material asset(s) or property of the Company or its capital stock (subsidiaries, or any waiver, release, transfer or assignment of any right of material value, or any mortgage, pledge, or imposition of any lien or other equity securitiesEncumbrance on any material asset(s) or grant property of the Company or its subsidiaries except as noted on Schedule 3.10 or except as explicitly permitted or required under any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any provision of its capital stock (or other equity securities) that have not been disclosed herein; (e) declaration or payment of any dividends or distributions on or in respect of any of its capital stock (or other equity securities) or redemption, purchase or acquisition of its capital stock (or other equity securities)this Agreement; (f) material change in any method of accounting or accounting practice of the Target Company, except as required by GAAP or as disclosed in the notes to the Financial Statements; (g) material change in the Target Company’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, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) entry into any Contract contract or other agreement providing for payments by the Company or its subsidiaries in an aggregate amount exceeding $100,000 that would constitute a Material Contract; is not terminable by the Company or its subsidiaries, as applicable, without penalty, upon sixty (i) incurrence60)-day notice, assumption or guarantee with the exception of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred agreements in the ordinary course of its business and consistent with past practice; (jg) transferany modification, assignment, sale termination or other disposition amendment to a material contract or waiver of any right or claim thereunder; (h) any suspension or cancellation of any of the assets shown Company Permits or reflected in the Balance Sheet or cancellation of any debts or entitlementsits subsidiaries Permits; (ki) transfer, assignment or grant loss of use of any license the Company Intellectual Property; or (j) any events that will result in any other Material Adverse Changes to The Company. For reference “Material Adverse Effect (or sublicense of any material rights under or Change)” means, with respect to a particular Person, any Target Company Intellectual Property event, fact, circumstances or Target Company IP Agreements;condition that, individually or in the aggregate with any other such events, facts, circumstances or conditions, has had or would be reasonably expected to have (a) a material adverse effect on the business, results of operations, assets or financial condition of such Person and its subsidiaries (if any), taken as a whole, or (b) a material impairment of such Person’s ability to consummate the transactions contemplated hereby; provided, however, that the term “Material Adverse Effect or (Change)” shall not include any event, fact, circumstances or condition to the extent resulting from an action affirmatively taken by BUYING or its Affiliates after the date hereof and prior to the Closing Date; general economic changes or changes in the general industry of the Selling Party; acts of terrorism or war; or political or civil instability, disturbance or unrest.

Absence of Certain Changes, Events and Conditions. (a) Except as set forth in on Section 3.8 3.07(a) of the Disclosure Schedules, since the Balance Sheet DateDecember 31, and 2011, no Acquired Company has (other than with respect to another Acquired Company): (i) declared, set aside or paid or made a distribution of cash or other property with respect to such Acquired Company’s Capital Stock or purchased, redeemed or otherwise acquired any of such Acquired Company’s Capital Stock; (ii) incurred, assumed, repaid or prepaid any Indebtedness of any Insider, incurred any Indebtedness owing to any Insider or repaid or prepaid any Indebtedness owed to any Insider; (iii) made any loans, advances or capital contributions to, or Investments in, any Insider; (iv) settled, compromised or forgave any Indebtedness of an Insider; or (v) entered into any transaction, agreement or arrangement with any Insider, other than an Ordinary Course Services Transaction. (b) Except as expressly contemplated by this Agreement and except as set forth on Section 3.07(b) of the Disclosure Schedules, since March 31, 2012, the Acquired Companies have operated in the ordinary course of business consistent with past practice, except for any event that may have been caused by any Law, rules regulations or other requirements of any Governmental Authorities in response to the COVID-19 pandemic, practices and there has not been, with respect to the Target Company and its Subsidiariesan Acquired Company, any: (ai) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, had a Material Adverse Effect; (bii) material amendment of the charter, by-laws or other organizational documents Organizational Documents of the Target any Acquired Company; (ciii) split, combination or reclassification of any shares of its capital stock (or other equity securities)Capital Stock; (div) issuance, sale or other disposition of any of its capital stock (Capital Stock or other equity securities) receipts of any contributions with respect to any of its Capital Stock, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock (or other equity securities) that have not been disclosed hereinCapital Stock; (e) declaration or payment of any dividends or distributions on or in respect of any of its capital stock (or other equity securities) or redemption, purchase or acquisition of its capital stock (or other equity securities); (fv) material change in any method of its accounting or accounting practice of the Target Companypractice, except as required by GAAP or applicable Law or as disclosed in the notes to the Financial Statements; (gvi) material Tax election made, change in any Tax election, change in a Tax annual accounting period, adoption or change in any Tax accounting method, filing of any amended Tax Return, entry into any closing agreement, settlement of any Tax claim or assessment relating to an Acquired Company, surrender of any right to claim a refund of Taxes, consent to any extension or waiver of the Target limitation period applicable to any Tax claim or assessment relating to an Acquired Company’s cash management practices and its policies, practices and procedures with respect or other similar action taken relating to collection the filing of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, any Tax Return or the payment of trade accounts payable, accrual any Tax (but only to the extent such actions would have the effect of other expenses, deferral increasing any Taxes of revenue and acceptance an Acquired Company or decreasing any Tax attributes of customer depositsan Acquired Company on or after the Closing); (hvii) entry into any Contract that would constitute a Material Contract; (i) incurrencewrite down in the value of its assets, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (jviii) transferincurrence, assumption or guarantee of any Indebtedness in an aggregate amount exceeding $500,000 or Encumbrance incurred on any of its assets (other than Permitted Encumbrances); (ix) sale, assignment, sale transfer, lease, license or other disposition of any of the its assets shown (including any abandonment or reflected in the Balance Sheet or cancellation lapse of any debts Acquired Company Intellectual Property) for aggregate proceeds (or entitlementsbook value to the extent no proceeds were received) in excess of $25,000 individually; (kx) transferincrease in the base salary, assignment wages or bonus opportunities (including a grant of any license or sublicense new bonus opportunity) of any material rights Employee, other than as provided for in any written agreements which have been disclosed to Buyer; (xi) adoption, amendment, modification or termination of any Benefit Plan except as required by applicable Law or the terms of the applicable Benefit Plan as in effect on the date of this Agreement; (xii) termination, modification or amendment of any Material Contract, or entry of any new contract, except contracts made in the ordinary course of business consistent with past practice; (xiii) purchase any assets (including charge-off accounts) for a purchase price in excess of $1,000,000 individually or purchase any assets from Seller or any of its Affiliates, in each case, other than pursuant to pre-existing forward flow contracts; (xiv) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (xv) made any charitable contributions (other than in the aggregate less than $25,000), or, other than with respect to loans and advances made to consumers in the ordinary course of business consistent with past practices, loans or advances to, or Investments in, any Target Company Intellectual Property other Person; (xvi) damage, destruction or Target Company IP Agreements;casualty loss in excess of $50,000, whether or not covered by insurance or material change in the amount and scope of insurance coverage; or (xvii) any agreement to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Except as set forth in Section 3.8 of Since December 31, 2020, (i) the Disclosure Schedules, since the Balance Sheet Date, and other than Company has operated its business only in the ordinary course of business and has made expenditures (including capital expenditures) consistent with past practicepractices, and (ii) except for any event that may have been caused by any Law, rules regulations or other requirements as set forth on Section 3.08 of any Governmental Authorities in response to the COVID-19 pandemicDisclosure Schedules, there has not been, with respect to the Target Company and its Subsidiaries, any: (a) event, occurrence or development that that, to Seller’s Actual Knowledge, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the charter, by-laws bylaws or other organizational documents of the Target Company; (c) split, combination or reclassification of any shares of its capital stock (or other equity securities)stock; (d) issuance, sale or other disposition of any of its capital stock (or other equity securities) stock, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock (or other equity securities) that have not been disclosed hereinstock; (e) declaration or payment of any dividends or distributions on or in respect of any of its capital stock (or other equity securities) or redemption, purchase or acquisition of its capital stock (or other equity securities)stock; (f) material change in any method of accounting or accounting practice of the Target Company or in the fiscal year of the Company, except as required by GAAP or as disclosed in the notes to the Financial Statements; (g) material change in the Target Company’s '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, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) entry into any Contract that would constitute a Material Contract; (i) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (j) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Balance Sheet or cancellation of any debts or entitlements; (k) to Seller’s Actual Knowledge, transfer, waiver, failure or omission to exercise a right or option, sale, assignment of or grant of any license or sublicense sublicense, any of any material rights the foregoing under or with respect to any Target Company Intellectual Property or Target Company IP AgreementsAgreements except the granting of any express license accompanying the sale or lease of any Company products or services in the ordinary course of the Company’s business; (l) abandonment or lapse of or failure to maintain in full force and effect any Company IP Registration; (m) material damage, destruction or loss (whether or not covered by insurance) to its physical, non-intellectual property; (n) any capital investment in, or any loan to, any other Person; (o) acceleration, termination, material modification to or cancellation of any material Contract (including, but not limited to, any Material Contract) to which the Company is a party or by which it is bound; (p) any material capital expenditures; (q) imposition of any Encumbrance upon any of the Company physical properties, capital stock or tangible assets, or, to Seller’s Actual Knowledge, the imposition of a claim based on, or related to Intellectual Property owned or alleged to be owned by a third party; (r) (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law, (ii) change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $100,000, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor or consultant; (s) hiring or promoting any person as or to (as the case may be) an officer or hiring or promoting any employee below officer except to fill a vacancy in the ordinary course of business; (t) adoption, modification, termination, acceleration of vesting or benefit, or action to fund or otherwise secure the payment, under or of any: (i) employment, severance, retention, bonus, or other agreement with any current or former employee, officer, director, independent contractor or consultant, (ii) employee benefit plan or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (u) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its stockholders or current or former directors, officers and employees; (v) entry into a new line of business or abandonment or discontinuance of existing lines of business; (w) adoption of any plan of merger, consolidation, reorganization, liquidation, recapitalization, or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (x) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $10,000, individually (in the case of a lease, per annum) or $100,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the ordinary course of business consistent with past practice; (y) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other manner, any business or any Person or any division thereof; (z) (i) action by the Company to make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, sign or enter into any closing agreement or settlement, settle or compromise any claim or assessment of Tax liability, surrender any right to claim a refund, offset or other reduction in liability, or consent to any extension or waiver of the limitations period applicable to any claim or assessment, or (ii) action, omission to take any action or entry into any other transaction where such action, omission or entry would have the effect of increasing the Tax liability or reducing any Tax asset of the Company in respect of any Post-Closing Tax Period; (aa) entering into any Contract that purports to limit, curtail or restrict the kinds of businesses in which it or its existing or future Affiliates may conduct their respective businesses; (bb) settlement or compromise of any pending or threatened material legal proceeding; or (cc) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Except as expressly contemplated by this Agreement or as set forth in Section 3.8 3.5 of the Parent Disclosure SchedulesSchedule, since from the Balance Sheet Datedate of the unaudited interim financial statements filed with the Parent’s Quarterly Report on Form 10-Q for the three months ended February 28, and other than 2018 until the date of this Agreement, the Parent has operated in the ordinary course of business consistent with past practice, except for any event that may have been caused by any Law, rules regulations or other requirements of any Governmental Authorities in response to the COVID-19 pandemic, all material respects and there has not been, with respect to the Target Company and its Subsidiaries, been any: (a) event, occurrence or development that has had, or could would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect; (b) amendment of the charter, by-laws or other organizational documents of the Target Company; (c) split, combination or reclassification of any shares of its capital stock (or other equity securities); (d) issuance, sale or other disposition of any of its capital stock (or other equity securities) or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock (or other equity securities) that have not been disclosed herein; (e) declaration or payment of any dividends or distributions on or in respect of any of its capital stock (or other equity securities) or redemption, purchase or acquisition of its capital stock (or other equity securities); (f) material change in any method of accounting or accounting practice of the Target Companysuch entity, except as required by GAAP or applicable Law or as disclosed in the notes to the Financial Statementsunaudited interim financial statements filed with the Parent’s Quarterly Report on Form 10-Q for the three months ended February 28, 2018; (gc) material change in the Target Company’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, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) entry into any Contract that would constitute a Material Contract; (i) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (j) transfer, assignment, sale or other disposition of any of the assets shown or reflected on the Company Interim Balance Sheet, except in the Balance Sheet or cancellation ordinary course of any debts or entitlementsbusiness; (kd) transfer, assignment or grant of any license or sublicense of any material rights under or with respect to any Target Company Parent Intellectual Property except in the ordinary course of business; (e) acceleration, termination, material modification to or Target Company IP Agreementscancellation of any material Contract (including, but not limited to, any Parent Material Contract) to which such entity is a party or by which it is bound; (f) entry into a new line of business or abandonment or discontinuance of existing lines of business; (g) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; and (h) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets, stock or other equity of, or by any other manner, any business or any Person or any division thereof.

Absence of Certain Changes, Events and Conditions. Except as expressly contemplated by the Agreement or as set forth in on Section 3.8 3.08 of the Disclosure Schedules, since from the Interim Balance Sheet DateDate until the date of this Agreement, and other than the Company has operated in the ordinary course of business consistent with past practice, except for any event that may have been caused by any Law, rules regulations or other requirements of any Governmental Authorities in response to the COVID-19 pandemic, all material respects and there has not been, with respect to the Target Company and its SubsidiariesCompany, any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, had a Material Adverse Effect; (b) material amendment of the charter, by-laws or other organizational documents of the Target Company; (c) split, combination or reclassification of any shares of its capital stock (or other equity securities)stock; (d) issuance, sale or other disposition of any of its capital stock (or other equity securities) or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock (or other equity securities) that have not been disclosed herein; (e) declaration or payment of any dividends or distributions on or in respect of any of its capital stock (or other equity securities) or redemption, purchase or acquisition of its capital stock (or other equity securities)stock; (f) material change in any method of accounting or accounting practice of the Target Company, except as required by GAAP or as disclosed in the notes to the Financial Statements; (g) material change in the Target Company’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, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) entry into any Contract that would constitute a Material Contract; (ie) incurrence, assumption or guarantee of any indebtedness for borrowed money in an aggregate amount exceeding $100,000, except unsecured current obligations and Liabilities liabilities incurred in the ordinary course of business consistent with past practicebusiness; (jf) transfer, assignment, sale or other disposition of any of the assets shown or reflected on the Balance Sheet, except in the Balance Sheet or cancellation ordinary course of business and except for any debts or entitlementsassets having an aggregate value of less than $100,000; (kg) transferincrease in the compensation of its Employees, assignment other than as provided for in any written agreements or grant in the ordinary course of business; (h) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other manner, any business or any Person or any division thereof for consideration in excess of $100,000; (i) adoption of any license plan of merger, consolidation, reorganization, liquidation or sublicense dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any material rights bankruptcy petition against it under any similar Law; or (j) any agreement to do any of the foregoing, or with respect to any Target Company Intellectual Property action or Target Company IP Agreements;omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Except as expressly contemplated by the Agreement or as set forth in on Section 3.8 3.08 of the Disclosure Schedules, since from the Balance Sheet DateDate until the date of this Agreement, each of the Company and other than its Subsidiaries has operated in the ordinary course of business consistent with past practice, except for any event that may have been caused by any Law, rules regulations or other requirements of any Governmental Authorities in response to the COVID-19 pandemic, all material respects and there has not been, with respect to the Target Company and its Subsidiaries, been any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, had a Material Adverse Effect; (b) material amendment of the charter, by-laws or other organizational documents Constituent Documents of the Target CompanyCompany or its Subsidiaries; (c) split, combination material adoption or reclassification change of any shares of its capital stock (or other equity securities); (d) issuance, sale or other disposition of any of its capital stock (or other equity securities) or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock (or other equity securities) that have not been disclosed herein; (e) declaration or payment of any dividends or distributions on or in respect of any of its capital stock (or other equity securities) or redemption, purchase or acquisition of its capital stock (or other equity securities); (f) material change in any method of accounting or accounting practice of the Target CompanyCompany or its Subsidiaries, except as required by GAAP or applicable Law or as disclosed in the notes to the Financial Statements; (g) material change in the Target Company’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, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) entry into any Contract that would constitute a Material Contract; (id) incurrence, assumption or guarantee of any indebtedness for borrowed money Indebtedness in an aggregate amount exceeding $1,000,000, except unsecured current trade obligations and Liabilities liabilities incurred in the ordinary course of business consistent with past practicebusiness; (je) creation or other incurrence of any Encumbrance on any material Asset of the Company or any of its Subsidiaries other than Permitted Encumbrances; (f) sale, transfer, assignmentlease, sale license or other disposition of any of the assets shown or reflected on the Balance Sheet, except (i) in the Balance Sheet ordinary course of business consistent with past practice or cancellation (ii) except with respect to Intellectual Property, for any assets having an aggregate value of less than $1,000,000; (g) (i) adoption, amendment or modification of any debts Company Benefit Plan, except as required under applicable Law, the terms of any Material Contract or entitlementsthe terms of the individual Company Benefit Plan; (ii) except for the Change in Control Agreements and Equity Offset Agreements, grant or increase of any compensation (including any retention or change in control bonus), benefits or severance or termination pay to any current or former employee, officer, director or independent contractor of the Company or its Subsidiaries (other than increases to non-management employees in the ordinary course of business consistent with past practice), (iii) acceleration of the vesting or payment of, or funding or in any other way securing the payment, compensation or benefits under, any Company Benefit Plan, (iv) hiring or termination of any Employee with an annual base salary or base wages exceeding $200,000, or (v) transferring to the Company or any of its Subsidiaries the employment of any Person whose work duties have not been primarily dedicated to the Business or transferring out of the Company or any of its Subsidiaries the employment of any Person whose work duties have been primarily dedicated to the Business; (h) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other manner, any business or any Person or any division thereof for consideration in excess of $1,000,000; (i) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (j) incident of damage, destruction or loss of any property or assets owned by the Company or any of its Subsidiaries or used in the operation of their businesses, whether or not covered by insurance, having a replacement cost or fair market value in excess of $500,000; (k) transfer(i) making, assignment change or grant revocation of any license Tax election; (ii) settlement or sublicense compromise of any material rights under claim or liability with respect to Taxes relating to the Company or any Target Company Intellectual Property of its Subsidiaries; (iii) closing agreement entered into relating to Taxes; (iv) amended Tax Return filing; (v) surrender of any right to claim a refund of Taxes; (vii) incurrence of any liability for Taxes outside the ordinary course of business; (viii) failure to pay any Tax that was due and payable (including any estimated tax payments); (ix) preparation or Target Company IP Agreements;filing of any Tax Return in a manner inconsistent with past practice; or (x) consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment relating to the Company; or (l) any agreement to do any of the foregoing.

Absence of Certain Changes, Events and Conditions. Except as set forth in Section 3.8 of the Disclosure Schedules, since Since the Balance Sheet Date, except as otherwise set forth in Section 3.07 of the Disclosure Schedule and other than in the ordinary course of business consistent with past practice, except for any event that may have been caused by any Law, rules regulations or other requirements of any Governmental Authorities in response to the COVID-19 pandemic, there has not been, with respect to the Target Company and its SubsidiariesCompany, any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the charter, by-laws or other organizational documents any Organizational Documents of the Target Company; (c) split, combination or reclassification of any shares of its capital stock (or other equity securities)Equity Securities; (d) issuance, sale or other disposition of any of its capital stock Equity Securities (other than the approval by the Company’s Board of Directors (or other equity securitiescommittee thereof) of the conversion of the Company Options to Option Consideration as described under Section 2.08), or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock (or other equity securities) that have not been disclosed hereinEquity Securities; (e) declaration or payment of any dividends or distributions on or in respect of any of its capital stock (or other equity securities) Equity Securities or redemption, purchase or acquisition of its capital stock (or other equity securities)stock; (f) material change in any method of accounting or accounting practice of the Target Company, except as required by GAAP or as disclosed in the notes to the Financial Statements; (g) material change in the Target Company’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, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) entry into any Contract that would constitute a Material Contract; (i) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (j) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Balance Sheet or cancellation of any debts or entitlements; (k) transfer, transfer or assignment of or grant of any license or sublicense of any material rights under or with respect to any Target Company Intellectual Property or Target Company IP Agreements; (l) abandonment or lapse of or failure to maintain in full force and effect any Company IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality or value of any Trade Secrets included in the Company Intellectual Property; (m) material damage, destruction or loss (whether or not covered by insurance) to its property; (n) any capital investment in, or any loan to, any other Person; (o) acceleration, termination, material modification to or cancellation of any material Contract (including, but not limited to, any Material Contract) to which the Company is a party or by which it is bound; (p) any material capital expenditures; (q) imposition of any Encumbrance upon the Company’s properties, capital stock or assets, tangible or intangible other than Permitted Encumbrances; (r) (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law or (ii) change in the terms of employment for any employees or (iii) any termination of any employees for which the aggregate post-employment costs and expenses exceed $25,000 or (iv) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor or consultant other than as provided for in any written agreements (including this Agreement) or required by applicable Law; (s) hiring or promoting any person as or to (as the case may be) an officer or hiring or promoting any employee except to fill a vacancy in the ordinary course of business; (t) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant, (ii) Benefit Plan other than as required by applicable Law or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (u) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its stockholders or current or former directors, officers and employees; (v) entry into a new line of business or abandonment or discontinuance of existing lines of business; (w) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (x) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $50,000, individually (in the case of a lease, $50,000 per annum) or $50,000 in the aggregate (in the case of a lease, $100,000 for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the ordinary course of business consistent with past practice; (y) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other manner, any business or any Person or any division thereof; (z) action by the Company to make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer in respect of any Post-Closing Tax Period; or (aa) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Except as set forth in Section 3.8 of the Disclosure SchedulesSince January 1, since the Balance Sheet Date, and other than in the ordinary course of business consistent with past practice, except for any event that may have been caused by any Law, rules regulations or other requirements of any Governmental Authorities in response to the COVID-19 pandemic2016, there has not been, with respect to the Target Company and its SubsidiariesCompany, any: (a) event, occurrence or development that has had, had or could would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the charter, by-laws or other organizational documents Organizational Documents of the Target Company; (c) split, combination or reclassification of any shares of its capital stock (or other equity securities)the Common Stock; (d) issuance, sale or other disposition of any of its capital stock (or other equity securities) stock, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock (or other equity securities) that have not been disclosed hereinstock; (e) declaration or payment of any dividends or distributions on or in respect of any of its capital stock (or other equity securities) or redemption, purchase or acquisition of its capital stock (or other equity securities)stock; (f) material change in any method of accounting or accounting practice of the Target Company, except as required by GAAP or applicable Law or as disclosed in the notes to the Company Financial Statements; (g) material change in the Target Company’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, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) entry into any Contract that would constitute a Material Contract; (i) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (j) transfer, assignment, sale or other disposition of any of the assets shown or reflected on the balance sheet included in the Balance Sheet Interim Company Financial Statements, except in the ordinary course of business and except for any assets having an aggregate value of less than $100,000; (i) acceleration, termination, material modification to or cancellation of any debts Contract; (j) (i) grant of any bonuses, whether monetary or entitlementsotherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements, in the ordinary course of business, or required by applicable Law, (ii) change in the terms of employment for any employee or any termination of any employees for which the aggregate increased costs and expenses exceed $25,000, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor or consultant, except as contemplated in this Agreement; (k) transferadoption, amendment or modification of any Company Benefit Plan; (l) establish or increase any bonus, commission, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including the granting of stock options, stock appreciation rights, performance awards or restricted stock awards), stock purchase or other Employee Benefit Plan or arrangement; (m) incurrence, assumption or guarantee of any indebtedness for borrowed money except Indebtedness that will be repaid at or prior to the Closing or unsecured current obligations and liabilities incurred in the ordinary course of business consistent with past practice; (n) imposition of any Encumbrance upon any of the Company properties, including, without limitation, any Real Property, capital stock or assets, tangible or intangible, except for Permitted Encumbrances; (o) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its stockholders, Affiliates or current or former directors, officers and employees (other than advancing business expenses to employees in the ordinary course of business); (p) assignment or or, except in the ordinary course of business consistent with past practice, grant of any license or sublicense of any material rights under or with respect to any Target Company Owned Intellectual Property or Target Company IP Agreements; (q) material damage, destruction or Loss (whether or not covered by insurance) to its property; (r) entry into a new line of business or abandonment or discontinuance of existing lines of business; (s) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other manner, any business or any Person or any division thereof; (t) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (u) hiring any employee at a rate more than $100,000 per year; (v) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $100,000, individually (in the case of a lease, per annum), or $500,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the ordinary course of business consistent with past practice; or (w) any agreement to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Except as set forth in Section 3.8 3.07 of the Disclosure SchedulesSchedules and as described on Schedule I with respect to the Reorganization, since the Balance Sheet Date, and other than the Group Companies have conducted their business only in the ordinary course of business consistent with past practice, except for any event that may have been caused by any Law, rules regulations or other requirements of any Governmental Authorities in response to the COVID-19 pandemic, practice and there has not been, with respect to the Target Company and its Subsidiariesany Group Company, any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the charter, by-laws or other organizational documents of the Target any Group Company’s Organizational Documents; (c) split, combination or reclassification of any shares of its a Group Company’s capital stock (or other equity securities)ownership interests; (d) issuance, sale or other disposition of any of its a Group Company’s capital stock (or creation of any Encumbrance on the capital stock or other equity securities) ownership interests of a Group Company, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its the Group Company’s capital stock (or other equity securities) that have not been disclosed hereinownership interests; (e) declaration or payment of any dividends or distributions on or in respect of any of its a Group Company’s capital stock (or other equity securities) or redemption, purchase or acquisition of its any Group Company’s capital stock (or other equity securities)ownership interests; (f) material change in any method of accounting or accounting practice of the Target any Group Company, except as required by GAAP or Law, or as disclosed in the notes to the Financial Statements; (g) material change in acceleration of the Target Company’s cash management practices and its policies, practices and procedures with respect to billing of customers or the collection of their accounts receivable, establishment of reserves for uncollectible accounts, accrual receivable or delay in payment of accounts receivable, inventory control, prepayment payable or accrued expenses or the deferment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) entry into purchase, production or acquisition of any Contract item of inventory (whether raw materials, work-in-progress or finished goods) that resulted in, or would constitute a Material Contractreasonably be expected to result in, an excessive or unreasonable quantity of such item of inventory in light of the present circumstances of such Group Company; (i) incurrence, assumption or guarantee by a Group Company of any indebtedness Indebtedness for borrowed money money, except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (j) transfer, assignment, sale (other than sales of inventory in the ordinary course of business) or other disposition of any of the assets shown or reflected in the Interim Balance Sheet or cancellation of any debts or entitlementsentitlements by any Group Company; (k) transfer, assignment assignment, conveyance, abandonment, cancellation, Encumbrance or grant by any Group Company of any license or sublicense of any material rights under or with respect to any Target Company Intellectual Property owned, used or Target held for use by such Group Company; (l) material damage to, destruction of or loss of (whether or not covered by insurance) a Group Company’s property, including any Leased Real Property; (m) capital investment in or by, or any loan from, any Group Company IP Agreementsto any other Person; (n) acceleration, termination, material modification to or cancellation of any Material Contract; (o) material capital expenditures by any Group Company not set forth on Section 3.27 of the Disclosure Schedules; (p) imposition of any Encumbrance upon any of the properties, Leased Real Property, capital stock, ownership interests or assets, tangible or intangible, of any Group Company; (q) commencement or settlement of any Action related to any Group Company; (r) grant, establishment, adoption, modification, termination or amendment of any (or commitment to, entry into a Contract to or representation to any Person that it will do so): (i) employment, severance, retention or other agreement with any Group Company’s current or former officers, directors, employees, independent contractors or consultants (including any bonus arrangement or plan, whether monetary or otherwise, or any action to accelerate the vesting or payment of any compensation or benefit), (ii) Benefit Plan or (iii) Collective Bargaining or other Agreement with a Union, in each case, whether written or oral; (s) loan by any Group Company to (or forgiveness of any loan by any Company to), or entry into any other transaction with, any of the Shareholder Parties or any Group Company’s stockholders, directors, members, managers, officers and employees or entry by a Group Company into any transaction involving payments to or from or other financial obligations owed to or owing from Seller or any Affiliate of Seller; (t) entry by any Group Company into a new line of business or abandonment or discontinuance of existing lines of business; (u) adoption by any Group Company of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing by any Group Company of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent by a Group Company to the filing of any bankruptcy petition against it under any similar Law; (v) purchase, lease or other acquisition by any Group Company of the right to own, use or lease any property or assets for an amount in excess of $50,000 individually (in the case of a lease, per annum) or $100,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the ordinary course of business; (w) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock or other equity of or by any other manner, any business or any Person or any division thereof by any Group Company; (x) action by any Group Company to make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer in respect of any Post-Closing Tax Period; or (y) entry into any Contract by any Group Company or Seller to do any of the foregoing or any act or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Except as set forth in Section 3.8 of the Disclosure Schedules, since Since the Balance Sheet Date, and other than the business of the Company has been conducted in the ordinary course of business consistent with past practice, except for any event that may have been caused by any Law, rules regulations or other requirements of any Governmental Authorities in response to the COVID-19 pandemic, and there has not been, with respect to the Target Company and its SubsidiariesCompany, any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the charter, by-laws or other organizational documents of the Target Company; (c) split, combination or reclassification of any shares of its capital stock (or other equity securities)stock; (d) issuance, sale or other disposition of any of its capital stock (or other equity securities) stock, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock (or other equity securities) that have not been disclosed hereinstock; (e) declaration or payment of any dividends or distributions on or in respect of any of its capital stock (or other equity securities) or redemption, purchase or acquisition of its capital stock (or other equity securities)stock; (f) material change in any method of accounting or accounting practice of the Target Company, except as required by GAAP HGB or as disclosed in the notes to the Financial Statements, except in connection with the conversion to US GAAP in furtherance of the completion of the transactions contemplated herein; (g) material change in the Target Company’s '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, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) entry into any Contract that would constitute a Material Contract; (i) incurrence, assumption or guarantee of any indebtedness Indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (j) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Balance Sheet or cancellation of any debts or entitlements; (k) transfer, transfer or assignment of or grant of any license or sublicense of any material rights under or with respect to any Target material Company Intellectual Property or Target Company IP Agreements, except, that the the Company acquired the EU and German trademarks TruHC and Royal Botanics and correlated domains in March 2024 from the Seller (the contract is attached to this SPA) (l) abandonment or lapse of or failure to maintain in full force and effect any material Company IP Registration; (m) material damage, destruction or loss (whether or not covered by insurance) to its property; (n) capital investment in, or loan to, any other Person; (o) acceleration, termination, material modification to or cancellation of any material Contract (including, but not limited to, any Material Contract) to which the Company is a party or by which it is bound; (p) material capital expenditures; (q) imposition of any Encumbrance upon any of the Company properties, capital stock or assets, tangible or intangible; (r) (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law, (ii) change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $10,000, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor or consultant; (s) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (t) loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its stockholders or current or former directors, officers and employees, except for related party Indebtedness being forgiven in connection with the completion of the transactions contemplated herein; (u) entry into a new line of business or abandonment or discontinuance of existing lines of business; (v) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (w) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $10,000, individually (in the case of a lease, per annum) or $10,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the ordinary course of business consistent with past practice; (x) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other manner, any business or any Person or any division thereof; (y) action by the Company to make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer in respect of any Post-Closing Tax Period; or (z) Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Except as expressly contemplated by this Agreement or as set forth in Section 3.8 4.5 of the Disclosure Schedules, since from November 2, 2019 until the Balance Sheet Datedate of this Agreement, and other than Vendor has operated the Business in the ordinary course of business consistent with past practice, except for any event that may have been caused by any Law, rules regulations or other requirements of any Governmental Authorities Ordinary Course in response to the COVID-19 pandemic, all material respects and there has not been, with respect to the Target Company and its SubsidiariesBusiness, any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, had a Material Adverse Effect; (b) amendment of the charter, by-laws or other organizational documents of the Target Company; (c) split, combination or reclassification of any shares of its capital stock (or other equity securities); (d) issuance, sale or other disposition of any of its capital stock (or other equity securities) or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock (or other equity securities) that have not been disclosed herein; (e) declaration or payment of any dividends or distributions on or in respect of any of its capital stock (or other equity securities) or redemption, purchase or acquisition of its capital stock (or other equity securities); (f) material change in any method of accounting or accounting practice of the Target Company, except as required by GAAP or as disclosed in the notes to the Financial Statements; (g) material change in the Target Company’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, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) entry into any Contract that would constitute a Material Contract; (i) incurrence, assumption or guarantee incurrence of any indebtedness for borrowed money in connection with the Business in an aggregate amount exceeding $100,000, except unsecured current obligations and Liabilities liabilities incurred in the ordinary course of business consistent with past practiceOrdinary Course; (jc) transfer, assignment, sale or other disposition of any of the assets Purchased Assets shown or reflected in the Balance Sheet or Interim Financial Statements, except for the sale of Inventory in the Ordinary Course and except for any Purchased Assets having an aggregate value of less than $100,000; (d) cancellation of any debts or entitlementsclaims or amendment, termination or waiver of any rights constituting Purchased Assets, except in the Ordinary Course of business; (e) capital expenditures in an aggregate amount exceeding $200,000 that would constitute an Assumed Liability; (f) imposition of any Encumbrance (other than a Permitted Encumbrance) upon any of the Purchased Assets; (g) increase in the compensation of any Employees, other than as provided for in any written agreements or in the Ordinary Course; (h) adoption, termination, amendment or modification of any Vendor Benefit Plan, the effect of which in the aggregate would increase the obligations of Vendor by more than 10% of its existing annual obligations to such plans; (i) adoption of any amalgamation, arrangement, reorganization, liquidation or dissolution or filing of an assignment or notice of intention to file a proposal in bankruptcy under any provisions of the United States Bankruptcy Code or the making of any bankruptcy order against it under such act or any similar Law; (j) purchase or other acquisition of any property or asset that constitutes a Purchased Asset for an amount in excess of $100,000, except for purchases of Inventory or supplies in the Ordinary Course; or (k) transferany agreement to do any of the foregoing, assignment or grant any action or omission that would result in any of any license or sublicense of any material rights under or with respect to any Target Company Intellectual Property or Target Company IP Agreements;the foregoing.

Absence of Certain Changes, Events and Conditions. Except as set forth in Section 3.8 of the Disclosure Schedules, since Since the Balance Sheet Date, and other than in the ordinary course of business consistent with past practice, except for any event that may have been caused by any Law, rules regulations or other requirements of any Governmental Authorities in response to the COVID-19 pandemic, there has not been, with respect to the Target Company and its Subsidiaries, been any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the charter, by-laws or other organizational documents of the Target Company; (c) split, combination or reclassification of any shares of its capital stock (or other equity securities); (d) issuance, sale or other disposition of any of its capital stock (or other equity securities) or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock (or other equity securities) that have not been disclosed herein; (e) declaration or payment of any dividends or distributions on or in respect of any of its Seller’s capital stock (or other equity securities) or redemption, purchase or acquisition of its Seller’s capital stock (or other equity securities)stock; (fc) material change in any method of accounting or accounting practice of for the Target CompanyBusiness, except as required by GAAP or as disclosed in the notes to the Financial Statements; (gd) material change in the Target Company’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivableAccounts Receivable, establishment of reserves for uncollectible accountsAccounts Receivable, accrual of accounts receivable, inventory controlAccounts Receivable, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (he) entry into any Contract that would constitute a Material Contract; (if) incurrence, assumption or guarantee of any indebtedness for borrowed money in connection with the Business except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (jg) transfer, assignment, sale or other disposition of any of the assets Purchased Assets shown or reflected in the Balance Sheet or Sheet; (h) cancellation of any debts or entitlementsclaims or amendment, termination or waiver of any rights constituting Purchased Assets; (ki) transfertransfer or assignment of, assignment or grant of any license or sublicense of any material rights under or with respect to to, other disposition of, any Target Company Intellectual Property Assets or Target Company IP AgreementsIntellectual Property Agreements (except non-exclusive licenses or sublicenses granted to customers or services providers in the ordinary course of business consistent with past practice); (j) abandonment or lapse of or failure to maintain in full force and effect any Intellectual Property Registration, or disclosure of any Trade Secrets included in the Intellectual Property Assets, or any source code related to, or used in, the operation of the Business (except, in each case, in the ordinary course of business consistent with past practice and under written obligations of confidentiality sufficient to protect the secrecy and value of any such Trade Secret or source code); (k) material damage, destruction or loss, or any material interruption in use, of any Purchased Assets, whether or not covered by insurance; (l) acceleration, termination, material modification to or cancellation of any Assigned Contract or Permit; (m) material capital expenditures which would constitute an Assumed Liability; (n) imposition of any Encumbrance upon any of the Purchased Assets; (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of any Business Employee or any other current or former employees, officers, directors, independent contractors or consultants of the Business, other than in the ordinary course of business, as provided for in any written agreements or required by applicable Law, (ii) change in the terms of employment for any Business Employee or any termination of any employees for which the aggregate costs and expenses exceed $50,000, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any Business Employee or other current or former employee, officer, director, consultant or independent contractor of the Business; (p) hiring or promoting any person as or to (as the case may be) an officer or hiring or promoting any employee below officer except to fill a vacancy in the ordinary course of business; (q) entry into, adoption, amendment, modification or termination of any: (i) employment, severance, retention or other agreement with any Business Employee or other current or former employee, officer, director, independent contractor or consultant of the Business, or (ii) Benefit Plan; (r) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any Business Employee or any other current or former directors, officers or employees of the Business; (s) implementation or announcement of any employee layoffs, office closings, furloughs or other similar workforce actions affecting any Business Employee or other current or former employee, officer, director, consultant or independent contractor of the Business; (t) entry into, modification, negotiation, termination or amendment of any Labor Agreement, or recognition or certification of any labor union, works council, other labor organization or employee representative (“Union”) as the bargaining representative of any Business Employee or other current or former employee, officer, director, consultant or independent contractor of the Business; (u) waiver or release any noncompetition, nonsolicitation, nondisclosure, noninterference, nondisparagement, or other restrictive covenant obligation of any Business Employee or other current or former employee, officer, director, consultant or independent contractor of the Business; (v) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (w) purchase, lease or other acquisition of the right to own, use or lease any property or assets in connection with the Business for an amount in excess of $50,000, individually (in the case of a lease, per annum) or $100,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of supplies in the ordinary course of business consistent with past practice; or (x) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Except as expressly contemplated by the Agreement or as set forth in on Section 3.8 3.08 of the Disclosure Schedules, since from the Interim Balance Sheet DateDate until the date of this Agreement, each of the Company and other than the Operating Subsidiary has operated in the ordinary course Ordinary Course of business consistent with past practice, except for any event that may have been caused by any Law, rules regulations or other requirements of any Governmental Authorities Business in response to the COVID-19 pandemic, all material respects and there has not been, with respect to the Target Company and its Subsidiariesor the Operating Subsidiary, any: : (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, had a Material Adverse Effect; ; (b) material amendment of the charter, articles, by-laws laws, operating agreement or other organizational documents Organizational Documents of the Target Company; Company or the Operating Subsidiary; (c) split, combination combination, or reclassification of any shares of its capital stock (or other equity securities); membership interests, as the case may be; (d) issuance, sale or other disposition of any of its capital stock (or other equity securities) membership interests, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock (or other equity securities) that have not been disclosed herein; membership interests, as the case may be; (e) declaration or payment of any dividends or distributions on or in respect of any of its capital stock (or other equity securities) membership interests or redemption, purchase or acquisition of its capital stock (or other equity securities); membership interests, as the case may be; (f) material change in any method of accounting or accounting practice of the Target CompanyCompany or the Operating Subsidiary, except as required by GAAP or as disclosed in the notes to the Financial Statements; applicable Law; (g) material change in the Target Company’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, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) entry into any Contract that would constitute a Material Contract; (i) incurrence, assumption or guarantee of any indebtedness for borrowed money in an aggregate amount exceeding $50,000, except unsecured current obligations and Liabilities liabilities incurred in the ordinary course Ordinary Course of business consistent with past practice; Business; (jh) transfersale, assignment, sale transfer or other disposition of any of the assets shown or reflected its assets, except for sales of Inventory in the Balance Sheet Ordinary Course of Business; (i) increase in any wage, salary or cancellation compensation of its Employees or consultants outside of the Ordinary Course of Business, other than as provided for in any Material Contracts or any Benefit Plan; (j) adoption, amendment, modification or termination of any debts (i) employment, severance, retention or entitlements; (k) transferother contract with any current or former employee, assignment or grant of any license or sublicense of any material rights under or with respect to any Target Company Intellectual Property or Target Company IP Agreements;officer, 24

Absence of Certain Changes, Events and Conditions. Except as set forth in Section 3.8 Since the date of the Disclosure Schedules, since the Balance Sheet Date, and other than in the ordinary course of business consistent with past practice, except for any event that may have been caused by any Law, rules regulations or other requirements of any Governmental Authorities in response to the COVID-19 pandemic, Maslow Financial Statements there has not been, with respect to the Target Company and its SubsidiariesMaslow, any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse EffectEffect on Maslow; (b) amendment of the charter, by-laws or other organizational documents Organizational Documents of the Target CompanyMaslow; (c) split, combination or reclassification of any shares of its Maslow’s capital stock (or other equity securities)stock; (d) issuance, sale or other disposition of any of its capital stock (or other equity securities) stock, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its Maslow’s capital stock (or other equity securities) that have not been disclosed hereinstock; (e) declaration or payment of any dividends or distributions on or in respect of any of its Maslow’s capital stock (or other equity securities) or redemption, purchase or acquisition of its Maslow’s capital stock (or other equity securities)stock; (f) material change in any method of accounting or accounting practice of the Target CompanyMaslow, except as required by GAAP or as disclosed in the notes to the Maslow Financial Statements; (g) material change in the Target CompanyMaslow’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, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) entry into any Contract that would constitute a Material ContractContract by Maslow; (i) incurrence, assumption or guarantee of any material indebtedness by Maslow for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course Ordinary Course of business consistent with past practiceBusiness; (j) transfer, assignment, sale or other disposition by Maslow of any material amount of the assets shown or reflected in the Balance Sheet Maslow Financial Statements or cancellation of any material debts or material entitlements; (k) transfer, assignment or grant of any license or sublicense by Maslow of any material rights under or with respect to any Target Company Maslow Owned Intellectual Property Property; (l) material damage, material destruction or Target Company IP Agreementsloss (whether or not covered by insurance) to Maslow’s property, except for ordinary wear and tear; (m) any capital investment by Maslow in, or any loan to, any other Person; (n) acceleration, termination, modification to or cancellation of any Material Contract to which Maslow is a party or by which it is bound; (o) any single capital expenditures by Maslow in excess of $5,000 and total capital expenditures made in the Ordinary Course of Business not in excess of $30,000; (p) imposition of any Encumbrance upon any of Maslow properties, capital stock or assets, tangible or intangible other than as permitted herein; (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of Maslow’s employees, officers, directors, independent contractors or consultants, other than as previously provided for in any written agreements or required by applicable Law, (ii) change in the terms of employment for any employee of Maslow or any termination of any employees of Maslow other than in the Ordinary Course of Business, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any of Maslow’s employee, officer, director, independent contractor or consultant other than for any results of this Agreement or the Contemplated Transactions; (r) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant of Maslow, or (ii) collective bargaining or other agreement with a union, in each case whether written or oral, by Maslow, in each case other than in the Ordinary Course of Business; (s) any loan by Maslow to (or forgiveness of any loan to), or entry into any other transaction with, any of its stockholders, directors, officers and employees other than in the Ordinary Course of Business which does not result in a liability over $30,000; (t) entry by Maslow into a material new line of business or abandonment or discontinuance of existing material lines of business; (u) other than this Agreement, adoption by Maslow of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (v) purchase, lease or other acquisition of the right to own, use or lease any property or assets by Maslow for an amount in excess of $10,000, individually (in the case of a lease, per annum) or $50,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the Ordinary Course of Business; (w) other than this Agreement, acquisition by Maslow merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other manner, any business or any Person or any division thereof; or (x) action by Maslow to make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Reliability in respect of any Post-Closing Tax Period.

Absence of Certain Changes, Events and Conditions. Except as expressly contemplated by this Agreement or as set forth in on Section 3.8 3.11 of the Disclosure Schedules, since from the Balance Sheet DateDate until the date of this Agreement, and other than the Business has operated in all material respects in the ordinary course of business consistent with past practice, except for any event that may have been caused by any Law, rules regulations or other requirements of any Governmental Authorities in response to the COVID-19 pandemic, practice and there has not been, with respect to the Target Company and its SubsidiariesBusiness, any: (a) event, occurrence or development that has had, had or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the charter, certificate of incorporation, by-laws or other organizational documents document of the Target Company; (c) split, combination or reclassification of any shares of its the Company’s capital stock (or other equity securities)stock; (d) issuance, sale or other disposition of any of its the Company’s capital stock (or other equity securities) stock, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its the Company’s capital stock (or other equity securities) that have not been disclosed hereinstock; (e) declaration or payment of any dividends or distributions on or in respect of any of its the Company’s capital stock (or other equity securities) or redemption, purchase or acquisition of its the Company’s capital stock (or other equity securities)stock; (f) material change in any method of accounting or accounting practice of the Target Company, except as required by GAAP or as disclosed applicable Law, each which required change is listed and described in Section 3.11 of the notes to the Financial StatementsDisclosure Schedules; (g) material change in the Target Company’s cash management practices (including, without limitation, any change in accounting for or presenting in financial statements the Company’s cash assets) and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) entry into any Contract that would constitute a Material Contract; (i) incurrence, assumption or guarantee of any indebtedness for borrowed money Indebtedness in an aggregate amount exceeding $3,000,000, except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (j) transfer, assignment, sale or other disposition of any of the assets shown or reflected Business Assets, except in the Balance Sheet or cancellation ordinary course of business and except for any debts or entitlementsassets having an aggregate value of less than $100,000; (k) transfer, assignment or grant of any license or sublicense of any material rights under or with respect to any Target Company Covered Intellectual Property or Target Covered IP Licenses; (l) material damage, destruction or loss (whether or not covered by insurance) to its property; (m) any capital investment in, or any loan to, any Person; (n) acceleration, termination, material modification to or cancellation of any material Contract (including, but not limited to, any Material Contract) to which the Company IP Agreementsis a party or by which it is bound; (o) any material capital expenditures; (p) other than in the ordinary course of business, (i) the grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, managers, independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law, (ii) change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $50,000, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, manager, independent contractor or consultant; (q) other than in the ordinary course of business, adoption, modification or termination of any: (i) severance or retention agreement with any Covered Employee, or (ii) collective bargaining or other agreement with a union with respect to the Covered Employees, in each case whether written or oral; (r) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its members or current or former managers, officers and employees; (s) entry into a new line of business or abandonment or discontinuance of existing lines of business; (t) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other manner, any business or any Person or any division thereof; (u) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of (in the case of a lease, per annum) $50,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the ordinary course of business consistent with past practice; (v) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (w) action by any Acquired Company to make, change or rescind any Tax election or amend any Tax Return with respect to the Business; (x) settlement of any material legal proceeding with respect to the Business including any waiver, consent or agreement in relation to Xiaomi’s opposition to the Company’s application to register some of the Covered Trademarks under the laws of the People’s Republic of China; or (y) any agreement to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Except as expressly contemplated by the Agreement or as set forth in on Section 3.8 3.08 of the Disclosure Schedules, since from the Balance Sheet DateDate until the date of this Agreement, and other than the Company has operated in the ordinary course of business consistent with past practice, except for any event that may have been caused by any Law, rules regulations or other requirements of any Governmental Authorities in response to the COVID-19 pandemic, practice and there has not been, with respect to the Target Company and its SubsidiariesCompany, any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the chartercertificate of incorporation, by-laws or other organizational documents of the Target Company; (c) split, combination or reclassification of any shares of its capital stock (or other equity securities)stock; (d) issuance, sale or other disposition of any of its capital stock (or other equity securities) stock, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock (or other equity securities) that have not been disclosed hereinstock; (e) declaration or payment of any dividends or distributions on or in respect of any of its capital stock (or other equity securities) or redemption, purchase or acquisition of its capital stock (or other equity securities); (f) material change in any method of accounting or accounting practice of the Target Company, except as required by GAAP or as disclosed in the notes to the Financial Statements; (gf) material change in the Target Company’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, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (hg) entry into any a Contract that would constitute a Material Contract; (h) transfer, assignment, or grant of any license or sublicense of any material rights under or with respect to any Company Intellectual Property; (i) acceleration, termination, material modification to or cancellation of any Material Contract to which the Company is a party or by which it is bound; (j) incurrence, assumption or guarantee of any indebtedness for borrowed money in an aggregate amount exceeding $50,000, except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (jk) transfer, assignment, sale or other disposition of any of the assets shown or reflected on the Balance Sheet, except in the Balance Sheet ordinary course of business and except for any assets having an aggregate value of less than $50,000, or cancellation of any debts or entitlements; (kl) transfermaterial damage, assignment destruction or loss (whether or not covered by insurance) to its property; (m) any capital investment in, or any loan to, any other Person, other than extensions of credit in the ordinary course of business consistent with past practice; (n) any material capital expenditures; (i) grant of any license bonuses, whether monetary or sublicense otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its employees, officers, directors, consultants or independent contractors, other than as provided for in any written agreements or required by applicable Law, (ii) change in the terms of employment for any employee or termination of any material rights employees, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any employee, member, manager, consultant or independent contractor; (p) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant (ii) Benefit Plan or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (q) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its stockholders or former or current directors, officers and employees; (r) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other manner (other than purchase of Inventory and supplies in the ordinary course of business), any business or any Person or any division thereof for consideration in excess of $50,000; (s) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (t) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $50,000, individually (in the case of a lease, per annum) or $250,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the ordinary course of business consistent with past practice; (u) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other manner, any business or any Person or any division thereof; (v) action by the Company to make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer in respect of any Post-Closing Tax Period; or (w) any agreement to do any Target Company Intellectual Property of the foregoing, or Target Company IP Agreements;any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Except as expressly contemplated by the Agreement or as set forth in on Section 3.8 3.08 of the Disclosure Schedules, since from the Interim Balance Sheet DateDate until the date of this Agreement, and other than the Company has operated in the ordinary course of business consistent with past practice, except for any event that may have been caused by any Law, rules regulations or other requirements of any Governmental Authorities in response to the COVID-19 pandemic, all material respects and there has not been, with respect to the Target Company and its SubsidiariesCompany, any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, had a Material Adverse Effect; (b) material amendment of the charter, by-laws or other organizational documents of the Target Company; (c) split, combination or reclassification of any shares of its capital stock (or other equity securities)stock; (d) issuance, sale or other disposition of any of its capital stock (or other equity securities) stock, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock (or other equity securities) that have not been disclosed hereinstock; (e) declaration declaration, setting aside or payment of any dividends dividend on, or distributions other distribution (whether in cash, stock or property) on or in respect of any of its capital stock (or other equity securities) or redemption, purchase or acquisition of its capital stock (or other equity securities)stock; (f) material change in any method of accounting or accounting practice of the Target Company, except as required by GAAP or applicable Law or as disclosed in the notes to the Financial Statements; (g) material change in the Target Company’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, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) entry into any Contract that would constitute a Material Contract; (i) incurrence, assumption or guarantee of any indebtedness Indebtedness for borrowed money in an aggregate amount exceeding $25,000, except unsecured current obligations and Liabilities liabilities incurred in the ordinary course of business consistent with past practicebusiness; (jh) transfer, assignment, sale or other disposition of any of the assets shown or reflected on the Balance Sheet, except in the ordinary course of business and except for any assets having an aggregate value of less than $25,000; (i) increase in the compensation of its Employees, other than as provided for in any written agreements in effect as of the Interim Balance Sheet Date or cancellation in the ordinary course of business; (j) resignation or termination of any debts officer or entitlementsdirector of the Company; (k) transferincrease of severance or increase of termination pay to any Employee or former employee of the Company (other than severance or termination paid in the ordinary course of business) or any change in severance policies or practices; (l) adoption, assignment amendment or grant modification of any license Benefit Plan, the effect of which in the aggregate would increase the obligations of the Company by more than ten percent of its existing annual obligations to such plans; (m) acquisition by merger or sublicense consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other manner, any business or any Person or any division thereof; (n) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (o) filing or change of any material rights under Tax election, amendment of any material Tax Return, settlement or with respect compromise of any material Tax audit or other proceeding or change in any method of Tax accounting; or (p) any agreement to do any Target Company Intellectual Property of the foregoing, or Target Company IP Agreements;any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Except as expressly contemplated by the Agreement or as set forth in on Section 3.8 3.12 of the Disclosure SchedulesLetter, since from the Balance Sheet DateDate until the date of this Agreement, and other than the Acquired Companies have operated in the ordinary course of business consistent with past practice, except for any event that may have been caused by any Law, rules regulations or other requirements of any Governmental Authorities in response to the COVID-19 pandemic, all material respects and there has not been, with respect to the Target Company and its Subsidiariesany Acquired Company, any: (a) event, occurrence or development that has had, had or could would be reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect; (b) amendment of the its charter, by-laws or other organizational documents of the Target Companydocuments; (c) split, combination or reclassification of any shares of its capital stock (or other equity securities)stock; (d) issuance, sale or other disposition of any of its capital stock (or other equity securities) stock, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock (or other equity securities) that have not been disclosed hereinstock; (e) declaration or payment of any dividends or distributions on or in respect of any of its capital stock (or other equity securities) or redemption, purchase or acquisition of its capital stock (or other equity securities)stock; (f) material change in any method of accounting or accounting practice of the Target Company, except as required by GAAP or applicable Law or as disclosed in the notes to the Financial Statements; (g) material change in the Target any Acquired Company’s cash management practices and or its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) entry into any Contract that would constitute a Material Contract; (i) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (j) transfer, assignment, sale or other disposition of any of the assets shown or reflected on the Balance Sheet, except for (i) sales of inventory in the Balance Sheet ordinary course of business, (ii) sales of obsolete or cancellation worn out equipment or (iii) sales of any debts assets having an aggregate value of less than $150,000; (i) increase in the compensation of or entitlementsgrant of any bonuses (monetary or otherwise) to any of its Employees, other than as provided for in any written agreements or in the ordinary course of business, or any action to accelerate the vesting or payment of any compensation or benefit for any Employee, officer, director, independent contractor or consultant; (j) grant to any Employee any change of control, severance (other than in the ordinary course of business), retention or termination (other than in the ordinary course of business) compensation or benefits; (k) adoption, amendment or modification of any Benefit Plan, except any amendment or modification required by Law; (l) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other manner, any business or any Person or any division thereof; (m) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (n) adoption, establishment or negotiation of any collective bargaining agreement; (o) making, changing or rescinding any material Tax election, change in accounting methods, practices or periods, filing of any amended Tax return, closing agreement with respect to Taxes, settlement of a material Tax claim or assessment, surrender of any right to claim a refund of Taxes, or consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment; (p) transfer, assignment or grant of any license or sublicense of any material rights under or with respect to any Target Intellectual Property; (q) material damage, destruction or loss (whether or not covered by insurance) to its property; (r) any capital investment in, or any loan to, any other Person other than an Acquired Company; (s) commit to make any capital expenditures after the Closing Date in excess of $150,000 that are not in the Company’s current capital expenditure plan; (t) incurrence of any Encumbrance, other than any Permitted Encumbrance, upon any of the Acquired Company Intellectual Property properties, capital stock or Target assets, tangible or intangible; (u) entry into a new line of business or abandonment or discontinuance of existing lines of business; (v) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its stockholders, directors, officers and Employees, except for advances of expenses to directors, officers and Employees in the ordinary course of business consistent with past practices and applicable Acquired Company IP Agreements;policies and procedures; or (w) any agreement to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Except as set forth in Section 3.8 3.08 of the Disclosure Schedules, since the Balance Sheet Date, and other than in the ordinary course of business consistent with past practice, except for any event that may have been caused by any Law, rules regulations or other requirements of any Governmental Authorities in response to the COVID-19 pandemic, there has not been, with respect to the Target Company and its SubsidiariesCompany, any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) (i) amendment of the charter, by-laws or other organizational documents of the Target Company; ; (cii) split, combination or reclassification of any shares of its capital stock stock; (or other equity securities); (diii) except for conversion of outstanding convertible notes and exercise of outstanding options, issuance, sale or other disposition of any of its capital stock (or other equity securities) or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock stock; or (or other equity securities) that have not been disclosed herein; (eiv) declaration or payment of any dividends or distributions on or in respect of any of its capital stock (or other equity securities) or redemption, purchase or acquisition of its capital stock (or other equity securities)stock; (fc) material change in any method of accounting or accounting practice of the Target Company, except as required by GAAP or as disclosed in the notes to the Financial Statements; (gd) material change in the Target Company’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, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) entry into any Contract that would constitute a Material Contract; (ie) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (ji) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Balance Sheet or cancellation of any debts or entitlements; ; (kii) transfer, assignment or grant of any license or sublicense of any material rights under or with respect to any Target Company Intellectual Property or Target Company IP Agreements; (iii) any capital investment in, or any loan to, any other Person; (iv) any material capital expenditures; (v) imposition of any Encumbrance upon any of the Company properties, capital stock or assets, tangible or intangible; (vi) purchase, lease or other acquisition of the right to own, use or lease any property or assets; or (vii) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other manner, any business or any Person or any division thereof; (g) Except for the acceleration of vesting under the Company’s stock option agreements, acceleration, termination, material modification to or cancellation of any material Contract to which the Company is a party or by which it is bound; (h) (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law, (ii) change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $1,000, or (iii) except for the acceleration of vesting under the Company’s stock option agreements, action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor or consultant; (i) except for the Merger, adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (j) action by the Company to make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of the Surviving Corporation or Parent in respect of any Post-Closing Tax Period; or (k) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Except as set forth in Section 3.8 of the Disclosure Schedules, since (a) Since the Balance Sheet Date, and other than in the ordinary course Ordinary Course of business consistent with past practiceBusiness, except for any event that may have been caused by any Law, rules regulations or other requirements as set forth in Section 4.6 of any Governmental Authorities in response to the COVID-19 pandemic, Disclosure Schedules there has not been, with respect to the Target Company and its Subsidiaries, been any: (ai) material change in any method of accounting or accounting practice for the Business, except as required by GAAP, as set forth in Section 4.4 of the Disclosure Schedules, or as disclosed in the notes to the Financial Statements; (ii) material change in cash management practices and policies, practices and procedures with respect to collection of Accounts Receivable, establishment of reserves for uncollectible Accounts Receivable, accrual of Accounts Receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (iii) incurrence, assumption or guarantee of any indebtedness for borrowed money in connection with the Business, except unsecured current obligations and Liabilities incurred in the Ordinary Course of Business not including obligations or Liabilities to Seller, Shareholders or their Affiliates and Related Persons; (iv) transfer, assignment, sale or other disposition of any of the Purchased Assets shown or reflected in the Balance Sheet, except for the sale of Inventory in the Ordinary Course of Business; (v) cancellation of any debts or claims or amendment, termination or waiver of any rights constituting Purchased Assets except in a writing included in Section 4.7 of the Disclosure Schedules; (vi) transfer, assignment or grant of any license or sublicense of any material rights under or with respect to any Intellectual Property Assets or Intellectual Property Licenses; (vii) material damage, destruction or loss, or any material interruption in use, of any Purchased Assets, whether or not covered by insurance; (viii) acceleration, termination, material modification to or cancellation of any Assigned Contract or Permit, except in a writing included in Section 4.7 of the Disclosure Schedules; (ix) material capital expenditures which would constitute an Assumed Liability; (x) loan to, or entry into any other transaction with, any Employees, which loan or transaction remains outstanding or ongoing on the Closing Date; (xi) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (xii) purchase, lease or other acquisition of the right to own, use or lease any property or assets in connection with the Business for an amount in excess of $5,000 individually (in the case of a lease, for the entire term of the lease, not including any option term) or $50,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of Inventory or supplies in the Ordinary Course of Business, leases set forth in Section 4.7 of the Disclosure Schedules, and transactions with respect to which there is no ongoing financial obligation as of the Closing Date; (xiii) adoption, amendment, modification or termination of any bonus, profit sharing, incentive, severance, or other plan, Contract or commitment for the benefit of any Employees (or any such action taken with respect to any other Benefit Plan); or (xiv) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing. (b) Since the Interim Balance Sheet Date, and other than in the Ordinary Course of Business, except as set forth in Section 4.6 of the Disclosure Schedules there has not been any: (i) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the charter, by-laws or other organizational documents of the Target Company; (c) split, combination or reclassification of any shares of its capital stock (or other equity securities); (d) issuance, sale or other disposition of any of its capital stock (or other equity securities) or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock (or other equity securities) that have not been disclosed herein; (e) declaration or payment of any dividends or distributions on or in respect of any of its capital stock (or other equity securities) or redemption, purchase or acquisition of its capital stock (or other equity securities); (f) material change in any method of accounting or accounting practice of the Target Company, except as required by GAAP or as disclosed in the notes to the Financial Statements; (g) material change in the Target Company’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, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (hii) entry into any Contract that would constitute a Material Contract; (iiii) incurrence, assumption or guarantee imposition of any indebtedness Encumbrance upon any of the Purchased Assets; (iv) grant of any bonuses, whether monetary or otherwise, or any general wage or salary increases in respect of any Employees, other than as provided for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business any written agreements or consistent with past practicepractice and disclosed on Section 4.6(b)(iv) of the Disclosure Schedules, or change in the terms of employment for any Employee and disclosed on Section 4.6(b)(iv) of the Disclosure Schedules; (jv) transfer, assignment, sale entry into or other disposition termination of any employment agreement or collective bargaining agreement covering any of the assets shown Employees, written or reflected in oral, or modification of the Balance Sheet or cancellation terms of any debts or entitlements;such existing agreement; or (kvi) transferany Contract to do any of the foregoing, assignment or grant any action or omission that would result in any of any license or sublicense of any material rights under or with respect to any Target Company Intellectual Property or Target Company IP Agreements;the foregoing.

Absence of Certain Changes, Events and Conditions. Except as contemplated by this Agreement or as set forth in Section 3.8 2.8 of the Seller Disclosure SchedulesSchedule, since from December 31, 2020, until the date of this Agreement, the Acquired Business has operated in the Ordinary Course of Business. From the Balance Sheet Date, and other than in the ordinary course of business consistent with past practice, except for any event that may have been caused by any Law, rules regulations or other requirements of any Governmental Authorities in response to the COVID-19 pandemic, Date there has not been, with respect to the Target Company and its SubsidiariesAcquired Business, any: : (a) event, occurrence or development that has had, had or could would reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect; ; (b) amendment of the charter, by-laws or other organizational documents Organizational Documents of the Target any Acquired Company; ; (c) split, combination or reclassification of any shares of its capital stock (or other equity securities); Equity Interests in any Acquired Company; (d) issuance, sale or other disposition of any of its capital stock (or other equity securities) Equity Interests in any Acquired Company, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock (or other equity securities) that have not been disclosed herein; Equity Interests in any Acquired Company; (e) declaration or payment of any dividends or distributions on or in respect of any of its capital stock (or other equity securities) Equity Interests in any Acquired Company or redemption, purchase or acquisition of its capital stock (or other equity securities); any Equity Interests in any Acquired Company; (f) material change in any method of accounting accounting, Tax election or accounting practice of the Target CompanyAcquired Business, except as required by GAAP or as disclosed in the notes to the Financial Statements; applicable Law; (g) material change in the Target Company’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, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) entry into any Contract that would constitute a Material Contract; (i) incurrence, assumption or guarantee of any indebtedness for borrowed money Indebtedness in an aggregate amount exceeding $50,000, except unsecured current obligations and Liabilities liabilities incurred in the ordinary course Ordinary Course of business consistent with past practice; Business; (jh) transferpurchase, assignmentlease, sale or other disposition of, or imposition of any Encumbrance upon, any of the assets shown or reflected on the Balance Sheet, except in the Balance Sheet Ordinary Course of Business; (i) (i) material increase in the compensation of its Employees, other than (x) as provided for in any written agreements dated prior to the date hereof and made available to Buyer or cancellation (y) in the Ordinary Course of Business, (ii) entrance into or termination of any debts employment agreement or entitlements; (k) transfercollective bargaining agreement, assignment written or grant oral, or modification of any license or sublicense the terms of any material rights under or with respect to any Target Company Intellectual Property or Target Company IP Agreements;any

Absence of Certain Changes, Events and Conditions. Except as expressly contemplated by the Agreement or as set forth in on Section 3.8 3.08 of the Seller Disclosure Schedules, since from the Balance Sheet DateDate until the date of this Agreement, and other than the Company has operated in the ordinary course of business consistent with past practice, except for any event that may have been caused by any Law, rules regulations or other requirements of any Governmental Authorities in response to the COVID-19 pandemic, all material respects and there has not been, with respect to the Target Company and its SubsidiariesCompany, any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, had a Material Adverse Effect; (b) amendment of the charter, by-laws or other organizational documents Organizational Documents of the Target Company; (c) split, combination or reclassification of any shares of its capital stock (or other equity securities)stock; (d) issuance, sale or other disposition of any of its capital stock (or other equity securities) stock, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock (or other equity securities) that have not been disclosed hereinstock; (e) declaration or payment of any dividends or distributions on or in respect of any of its capital stock (or other equity securities) or redemption, purchase or acquisition of its capital stock (or other equity securities)stock; (f) material change in any method of accounting or accounting practice of the Target Company, except as required by GAAP or applicable Law or as disclosed in the notes to the Financial Statements; (g) material change in the Target Company’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, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) entry into any Contract that would constitute a Material Contract; (i) incurrence, assumption or guarantee of any indebtedness for borrowed money in an aggregate amount exceeding $100,000, except unsecured current obligations and Liabilities liabilities incurred in the ordinary course of business consistent with past practicebusiness; (jh) transfer, assignment, sale or other disposition of any of the assets shown or reflected on the Balance Sheet, except in the ordinary course of business and except for any assets having an aggregate value of less than $100,000; (i) increase in the compensation of its Employees, other than as provided for in any written agreements executed prior to the Balance Sheet Date in the ordinary course of business; (j) adoption, amendment or cancellation modification of any debts or entitlementsBenefit Plan; (k) transferacquisition by merger or consolidation with, assignment or grant by purchase of a substantial portion of the assets or stock of, or by any other manner, any business or any Person or any division thereof; (l) adoption of any license plan of merger, consolidation, reorganization, liquidation or sublicense dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any material rights bankruptcy petition against it under any similar Law; or (m) any agreement to do any of the foregoing, or with respect to any Target Company Intellectual Property action or Target Company IP Agreements;omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Except as set forth in Section 3.8 of Since the Disclosure Schedules, since the Interim Balance Sheet Date, and other than in the ordinary course of business consistent with past practice, except for any event that may have been caused by any Law, rules regulations or other requirements of any Governmental Authorities in response to the COVID-19 pandemicSellers’ knowledge, there has not been, with respect to the Target Company and its SubsidiariesJCG, any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the charter, by-laws or other organizational documents Organizational Documents of the Target CompanyJCG; (c) split, combination or reclassification of any shares Common Stock Interests of its capital stock (or other equity securities)JCG; (d) issuance, sale or other disposition of, or creation of any Encumbrance on, any Common Stock Interests of its capital stock (or other equity securities) JCG, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any Common Stock Interests of its capital stock (or other equity securities) that have not been disclosed hereinJCG, except pursuant to this Agreement; (e) declaration or payment of any dividends or distributions on or in respect of any Common Stock Interests of its capital stock (or other equity securities) JCG or redemption, purchase or acquisition of its capital stock (or other equity securities)any of the Sellers’ outstanding Common Stock Interests; (f) material change in any method of accounting or accounting practice of the Target CompanyJCG, except as required by GAAP or as disclosed in the notes to the Financial Statements; (g) material change in the Target Company’s JCG 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, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) entry into any Contract that would constitute a Material Contract; (i) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice;. (j) transfer, assignment, sale or other disposition of any of the assets shown on the Financial Statements or reflected in the Interim Balance Sheet or cancellation of any debts or entitlementsSheet; (k) transfer, assignment or grant of any license or sublicense of any material rights under or with respect to any Target Company Seller Intellectual Property or Target Company Seller IP Agreements; (l) material damage, destruction or loss (whether or not covered by insurance) to its property; (m) any capital investment in, or any loan to, any other Person; (n) acceleration, termination, material modification to or cancellation of any material Contract (including, but not limited to, any Material Contract) to which JCG is a party or by which it is bound; (o) any material capital expenditures; (p) imposition of any Encumbrance upon any of JCG’s properties or assets, tangible or intangible, except ordinary and customary liens of manufacturers, vendors, or the like; (q) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its members or current or former managers, officers and employees; (r) entry into a new line of business or abandonment or discontinuance of existing lines of business; (s) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (t) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets, stock or other equity of, or by any other manner, any business or any Person or any division thereof; (u) action by JCG to make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer in respect of any Post-Closing Tax Period; or (v) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Except as expressly contemplated by this Agreement or except as set forth in Section 3.8 4.06 of the Disclosure Schedules, since from the Balance Sheet DateDate until the date of this Agreement, and other than each Company has operated in the ordinary course of business consistent with past practice, except for any event that may have been caused by any Law, rules regulations or other requirements of any Governmental Authorities in response to the COVID-19 pandemic, all material respects and there has not been, with respect to the Target Company and its Subsidiariesany Company, any: (a) event, occurrence or development that has had, had or could would reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect; (b) amendment of the charter, by-laws or other organizational documents Organizational Documents of the Target any Company; (c) split, reverse split, reorganization, recapitalization, subdivision, exchange, combination or reclassification of any shares of its capital stock (or other equity securities)interests in any Company; (d) issuance, repurchase, redemption, sale or other disposition disposition, acquisition, pledge of any of its equity interests, securities convertible into or exchangeable or exercisable for such capital stock (or other equity securities) interest in any Company, or grant of any options, stock appreciation rights, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock (or other equity securities) that have not been disclosed hereininterests in any Company; (e) declaration or payment of any dividends or distributions on or in respect of any of its capital stock (or other equity securities) or redemption, purchase or acquisition of its capital stock (or other equity securities)stock; (f) material change in any method of accounting accounting, estimation methodologies, procedures, classifications or accounting practice of the Target any Company, except as required by GAAP or applicable Law or as disclosed in the notes to the Financial Statements; (g) material change in the Target Company’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, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) entry into any Contract that would constitute a Material Contract; (i) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (j) transfersale, assignment, sale transfer, license, lease, pledge, abandonment, permit to lapse or expiration, conveying, or other disposition of any of the properties or assets shown or reflected on the Balance Sheet, except in the Balance Sheet ordinary course of business and except for any obsolete or cancellation surplus assets having an aggregate value of less than $100,000; (h) except in the ordinary course of business or as required by applicable Law, the terms of any debts Benefit Plan, any Contract, or entitlementsthis Agreement, with respect to any Company Employee or independent contractor, (i) if such worker has an annualized base compensation rate over $70,000, grant of any bonus, incentive or similar payment or increase in any wages, bonus, bonus opportunity or fringe, salary, severance, pension, commission or other compensation or benefits, (ii) entering into of any termination, retention, incentive, severance or change of control agreement or arrangement, (iii) action to accelerate the vesting, funding or payment of any compensation or benefit under any Benefit Plan or otherwise, (iv) hiring any employee who will become a Company Employee, other than the hiring of employees who will become employees below the level of manager or director, (v) making any loan or advance any money or other property to any Company Employee or independent contractor of Companies in amounts in excess of $1,000 individually or $10,000 in the aggregate, (vi) payment of any bonus or incentive compensation to any worker with an annualized base compensation rate over $70,000 in excess of the amount earned based on actual performance in accordance with the applicable Benefit Plan, (vii) adoption, amendment or termination of any Benefit Plan or increased the benefits provided under any Benefit Plan or otherwise, or (viii) termination of employment, change of title, office or position, or material reduction of the responsibilities of, any management personnel of any Company; (i) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or equity of, or by any other manner, any business or any Person or any division thereof; (j) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (k) properties or assets becoming subject to any Encumbrances, except for Permitted Encumbrances; (l) abandonment, disclaiming, sale, assignment, transfer, assignment license or grant of any license Encumbrances in, to or sublicense under any Company Intellectual Property that is material to the Companies or failure to maintain all the interests of Company in such Company Intellectual Property that is material to the Companies, in each case, except non-exclusive licenses granted to third parties in the ordinary course of business or with or to any other Company; (m) commencement or settlement of any material legal proceeding by, against or involving the Companies, or any of their respective properties or assets; (n) amendment or termination of any material rights under any Material Contract, or entry by any Company into any Contract that (A) if entered into prior to the date of this Agreement would have been a Material Contract; or (B) contains a change of control provision in favor of the other party or parties thereto that would be triggered by the consummation of the transactions contemplated by this Agreement or any of the other Transaction Documents or would otherwise require a material payment to or give rise to any material rights in favor of such other party or parties in connection with the transactions contemplated by this Agreement or any of the other Transaction Documents; (o) formation of a Subsidiary or entry into any new line of Business; (p) action to incur, modify, or become liable in respect of any guarantee for, any Indebtedness, other than Indebtedness that is to be repaid in full at the Closing; (q) action to authorize, or make any commitment with respect to, any single capital expenditure which is in excess of $100,000 or capital expenditures which are, in the aggregate, in excess of $250,000 for the Companies that would be incurred after the Closing; (r) action to terminate, let lapse or materially amend or modify any insurance policy maintained by any of the Companies, unless such policy is replaced by a reasonably comparable policy; (s) action to cancel, forgive or otherwise compromise any material Indebtedness or claims; (t) failure to pay any creditor any amount owed to such creditor when due (other than any amount as to which the validity or amount of which is being contested in good faith by appropriate proceedings or for which adequate reserves are maintained on the books of the Companies); (u) acquisition, or entering into a Contract to acquire, any real property, other than in the ordinary course of business; (v) discounting any accounts receivable of the Companies, or acceleration of the collection of any accounts receivable or delay the payment of any accounts payable, in each case other than in the ordinary course of business; (w) incident of damage, destruction or loss of any property owned by any Company or used in the operation of their businesses, whether or not covered by insurance, having a replacement cost or fair market value in excess of $100,000; (x) (i) action to make, change or revoke any material election in respect of Taxes, (ii) adoption or change in any material accounting method in respect of Taxes, (iii) settlement of any claim or assessment in respect of a material amount of Taxes, (iv) surrender of a right to a material credit or material refund of any Tax, (v) consent to any Target Company Intellectual Property extension or Target Company IP Agreements;waiver of the limitation period applicable to any claim or assessment in respect of a material amount of Taxes (other than as the result of extending the due date of a Tax Return), (vi) request to receive any Tax ruling, (vii) entry into any Tax sharing agreement (other than any such agreement the principal purpose of which is not Taxes) or (viii) filing of any amended Tax Return in a manner that is inconsistent with the past practice of the applicable Company; or (y) agreement to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Except as set forth in Section 3.8 Prior to the Closing, SBE Holdco shall have conducted no operations and its sole assets shall be (i) prior to the Conversion, the Shares (which will be cancelled pursuant to the Conversion), and (ii) following the Conversion, all of the Disclosure Schedules, since Units. Since the Balance Sheet Date, and other than in the ordinary course of business consistent with past practice, except for any event that may have been caused by any Law, rules regulations practice or other requirements of any Governmental Authorities in response pursuant to the COVID-19 pandemicReorganization, there has not been, with respect to the Target Company and its SubsidiariesCompany, any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the charter, by-laws bylaws or other organizational documents of the Target Company; (c) split, combination or reclassification of any shares of its capital stock (or other equity securities)stock; (d) issuance, sale or other disposition of any of its capital stock (or other equity securities) stock, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock (or other equity securities) that have not been disclosed hereinstock; (e) declaration or payment of any dividends or distributions on or in respect of any of its capital stock (or other equity securities) or redemption, purchase or acquisition of its capital stock (or other equity securities)stock; (f) material change in any method of accounting or accounting practice of the Target Company, except as required by GAAP or as disclosed in the notes to the Financial Statements; (g) material change in the Target Company’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, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) entry into any Contract that would constitute a Material Contract; (ih) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (ji) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Balance Sheet or cancellation of any debts or entitlements; (j) acceleration, termination, material modification to or cancellation of any Material Contract (other than termination for expiration of term in accordance with the terms of such Material Contract); (k) transferany material capital expenditures; (l) imposition of any Encumbrance (other than Permitted Encumbrances) upon any of the Company properties, assignment capital stock or assets, tangible or intangible; (m) grant of any license bonuses, whether monetary or sublicense otherwise, or increase in the compensation of its current employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements or in the ordinary course of business; (n) adoption, material modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant other than offer letters and employment agreements in the ordinary course of business, (ii) Benefit Plan that would materially increase the cost of providing employee benefits to the employees of the Company, or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (o) any loan to (or forgiveness of any material rights under loan to), or with respect entry into any other transaction with, any of its shareholders or current or former directors, officers and employees; (p) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other manner, any business or any Person or any division thereof; or (q) any Contract to do any Target Company Intellectual Property or Target Company IP Agreements;of the foregoing.

Absence of Certain Changes, Events and Conditions. Except as set forth in Section 3.8 of expressly contemplated by the Disclosure SchedulesAgreement, (i) the LiveArea Business has not experienced an event, occurrence or development that has had or, to Sellers’ Knowledge, could give rise to, a Material Adverse Effect, either prior to or since the Balance Sheet Date and (ii) from and after the Balance Sheet Date, and other than the LiveArea Companies have been operated in the ordinary course of business consistent with past practice, except for any event that may have been caused by any Law, rules regulations or other requirements of any Governmental Authorities in response to the COVID-19 pandemic, all material respects and there has not been, with respect to the Target Company and its SubsidiariesLiveArea Companies, any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) material amendment of the charter, by-laws or other organizational documents documents, as applicable, of the Target CompanyLiveArea Companies; (c) split, combination or reclassification of any shares of its capital stock (or other equity securities); (d) issuance, sale or other disposition of any of its capital stock (or other equity securities) or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock (or other equity securities) that have not been disclosed herein; (e) declaration or payment of any dividends or distributions on or in respect of any of its capital stock (or other equity securities) or redemption, purchase or acquisition of its capital stock (or other equity securities); (f) material change in any method of accounting or accounting practice of the Target Company, except as required by GAAP or as disclosed in the notes to the Financial Statements; (g) material change in the Target Company’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, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (hb) entry into any Contract agreement that would constitute a Material Contract; (ic) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practicemoney; (jd) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Balance Sheet (except in the ordinary course of the LiveArea Business or in connection with the LiveArea Reorganization) or cancellation of any debts or entitlementsdebts; (ke) transfer, transfer or assignment of or grant of any license or sublicense of any material rights under or with respect to any Target material LiveArea Intellectual Property, except in connection with the LiveArea Reorganization or non-exclusive licenses or sublicenses granted in the ordinary course of business consistent with past practice; (f) material damage, destruction or loss (whether or not covered by insurance) to its property or any Data Breach or business interruption event; (g) any capital investment in, or any loan to, any other Person; (h) acceleration, termination, material modification to or cancellation of any Material Contract to which a LiveArea Company Intellectual Property is a party or Target by which it is bound; (i) any material capital expenditures; (j) imposition of any Encumbrance upon any of the LiveArea Company IP Agreementsproperties, capital stock or assets, tangible or intangible; (k) (i) grant of any bonuses, excluding commissions, whether monetary or otherwise, individually in excess of $10,000 or $50,000 in the aggregate, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law, (ii) change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses for the LiveArea Companies for all such events exceed $500,000, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor or consultant; (l) adoption, material modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a union, in each case whether written or oral; (m) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its stockholders or current or former directors, officers and employees individually in excess of $5,000 or $25,000 in the aggregate; (n) entry into a new line of business or abandonment or discontinuance of existing lines of business; (o) adoption of any plan of merger, consolidation, reorganization (except for the LiveArea Reorganization), liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (p) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $250,000, individually (in the case of a lease, per annum) or $500,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the ordinary course of business consistent with past practice; (q) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other manner (except in connection with the LiveArea Reorganization), any business or any Person or any division thereof; (r) action by the LiveArea Companies to make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyers in respect of any Post-Closing Tax Period; (s) incurrence of an obligation or liability (whether absolute, accrued, contingent or otherwise and whether due or to become due) other than such obligations and liabilities incurred in the ordinary course of business; (t) deviation from the historical accounting methods, principles or practices of the LiveArea Business; (u) any change (other than those in the ordinary course of the LiveArea Business consistent with historical practice) in the manner in which the LiveArea Business bills its clients, collects accounts receivable, pays accounts payable or otherwise deals with clients or vendors, except as such changes as may result from the migration of accounting, billing and back-office functions from PFS to the LiveArea Companies in connection with LiveArea Reorganization; (v) Proceedings commenced, settled or threatened against the LiveArea Business; or (w) any agreement to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Except As at the date of this Agreement, except as set forth in Section 3.8 Schedule 5.13 of the Harvest Disclosure Schedules, since Schedules or as provided for in the Balance Sheet DateHarvest Public Reports, and other than (i) in the ordinary course of business consistent with past practice, except for any event that may have been caused or (ii) as otherwise contemplated by any Lawthis Agreement, rules regulations or other requirements of any Governmental Authorities in response to the COVID-19 pandemicsince September 30, 2018 there has not been, with respect to the Target Company and its SubsidiariesHarvest or any Harvest Subsidiary, any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Harvest Material Adverse Effect; (b) amendment of the its charter, by-laws or other organizational documents of the Target Companydocuments; (c) split, combination or reclassification of any shares of its capital stock (or other equity securities)stock; (d) issuance, sale or other disposition of any of its capital stock (or other equity securities) stock, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock (or other equity securities) that have not been disclosed hereinstock; (e) declaration or payment of any dividends or distributions on or in respect of any of its capital stock (or other equity securities) or redemption, purchase or acquisition of its capital stock (or other equity securities)stock; (f) material change in any method of its accounting or accounting practice of the Target Companypractice, except as required by GAAP IFRS or as disclosed in the notes to the Harvest Financial Statements;; or (g) material change in the Target Company’s its 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, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits;. (h) entry into any Contract that would constitute a Material Contract; (i) incurrence, assumption or guarantee of any indebtedness for borrowed money money, except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (ji) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Balance Sheet Harvest Financial Statements or cancellation of any debts or entitlements; (kj) transfer, assignment or grant of any license or sublicense of any material rights under or with respect to any Target Company Harvest Intellectual Property Property; (k) material damage, destruction or Target Company IP Agreementsloss (whether or not covered by insurance) to its property; (l) any capital investment in, or any loan to, any other Person; (m) acceleration, termination, material modification to or cancellation of any Material Contract to which it is a party or by which it is bound; (n) any material capital expenditures; (o) imposition of any Encumbrance upon any of Harvest or any Harvest Subsidiary or any of their material properties, or assets, whether tangible or intangible; (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law or (ii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor or consultant; (q) adoption, modification or termination of any (i) employment, severance, retention or other agreement with any current executive officer or director, except as set forth in Section 5.13(q) of the Harvest Disclosure Schedules, (ii) benefit plan, or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (r) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its stockholders or current or former directors, officers and employees; (s) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other manner, any business or any Person or any division thereof; or (t) action by it to make, revoke or change any election in respect of Taxes, adopt or change any accounting method in respect of Taxes, enter into any Tax sharing, allocation, indemnification or similar agreement, enter into any closing agreement with any taxing authority, settle any material claim or assessment in respect of Taxes, consent to any extension or waiver of the limitation period applicable to any claim or assessment in respect of Taxes, apply for or pursue any Tax ruling, change any Tax identification number, execute any powers of attorney in respect of any Tax matter, file any amended Tax Return, or, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of ParentCo in respect of any Post-Closing Tax Period.

Absence of Certain Changes, Events and Conditions. Except as set forth in on Section 3.8 3.07 of the Disclosure Schedules, since from the Balance Sheet DateDate until the date of this Agreement, each of the Company and other than Subsidiary has operated in the ordinary course of business consistent with past practice, except for any event that may have been caused by any Law, rules regulations or other requirements of any Governmental Authorities in response to the COVID-19 pandemic, all material respects and there has not been, with respect to each of the Target Company and its SubsidiariesSubsidiary, any: (a) event, occurrence or development that Event which has had, had or could reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect; (b) amendment of the charter, by-laws or other organizational documents Organizational Documents of the Target CompanyCompany or Subsidiary; (c) split, combination or reclassification of any shares of its capital stock (or other equity securities)the LLC Interests; (d) issuance, sale or other disposition of or creation of any Encumbrance on, any of its capital stock (or other equity securities) the LLC Interests, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock (or other equity securities) that have not been disclosed hereinthe LLC Interests; (e) declaration or payment of any dividends or distributions on or in respect of any of its capital stock (or other equity securities) the LLC Interests or redemption, purchase or acquisition of its capital stock (or other equity securities)any of the LLC Interests; (f) material change in any method of accounting or accounting practice practices of the Target CompanyCompany or Subsidiary, except as required by GAAP or applicable Law or as disclosed in the notes to the Financial Statements; (g) material change incurrence, assumption or guarantee of any Indebtedness, except unsecured current obligations and liabilities incurred in the Target Company’s cash management practices and its policies, practices and procedures with respect to collection ordinary course of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer depositsbusiness; (h) entry into any Contract contract that would constitute a Material Contractrestricts the Company or Subsidiary after the date of this Agreement from engaging in any business or activity in any geographic area or competing with any Person; (i) incurrencecancellation, assumption amendment or guarantee termination of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in insurance policy of the ordinary course of business consistent Seller, with past practicerespect to the Company or Subsidiary; (j) sale, transfer, assignmentlease, sale license, mortgage, encumbrance or other disposition of any of the assets shown or reflected on the Balance Sheet, except in the Balance Sheet or cancellation ordinary course of any debts or entitlementsbusiness; (k) transfer, assignment or grant increase in the compensation of any license Employees, other than as provided for in any written agreements or sublicense in the ordinary course of business; (l) except as required by Law, adoption, amendment, modification or termination of any Benefit Plan or collective bargaining agreement, the effect of which in the aggregate would increase the obligations of the Company or Subsidiary by more than five percent of the Company or Subsidiary’s existing annual obligations to such Benefit Plan or collective bargaining agreement; (m) termination by the Company of any key employee of the Company (other than for cause); (n) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other manner, any business or any Person or any division thereof for consideration in excess of $500,000; (o) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (p) entry into any contract with customers that would constitute a Material Contract; (q) acceleration, termination, material rights under modification to or with respect cancellation of any Material Contract except in the ordinary course of business; (r) commitment to make any Target Company Intellectual Property capital expenditures which are not included in the Company’s budget provided to Buyer or Target Company IP Agreementsfailure to make any capital expenditures which are included in the Company’s budget provided to Buyer; (s) entry into a new line of business; or (t) any agreement to do any of the foregoing.

Absence of Certain Changes, Events and Conditions. Except as set forth in Section 3.8 of the Disclosure Schedules, since Since the Balance Sheet Date, and other than in the ordinary course of business consistent with past practice, except for any event that may have been caused by any Law, rules regulations or other requirements of any Governmental Authorities in response to the COVID-19 pandemic, there has not been, with respect to the Target Company and its SubsidiariesCompany, any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the charter, by-laws or other organizational documents of the Target Company; (c) split, combination or reclassification of any shares of its capital stock (or other equity securities)stock; (d) issuance, sale or other disposition of any of its capital stock (or other equity securities) or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock (or other equity securities) that have not been disclosed hereinstock; (e) except for payment of the Declared Dividend, declaration or payment of any dividends or distributions on or in respect of any of its capital stock (or other equity securities) or redemption, purchase or acquisition of its capital stock (or other equity securities)stock; (f) material change in any method of accounting or accounting practice of the Target Company, except as required by GAAP or as disclosed in the notes to the Financial Statements; (g) material change in the Target Company’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, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) entry into any Contract that would constitute a Material ContractContract except sales or non-exclusive licenses of products of the Company in the ordinary course of business consistent with prior practice, copies of which licenses or sales agreements have been provided to Parent; (ih) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practiceIndebtedness; (ji) transfer, assignment, sale or other disposition of any of the assets shown or reflected properties of the Company except (i) sales or non-exclusive licenses of products of the Company in the Balance Sheet ordinary course of business consistent with prior practice, copies of which licenses or cancellation of sales agreements have been provided to Parent, or (ii) involving amounts not greater than $25,000 in any debts individual case or entitlements$100,000 in the aggregate; (kj) transfer, assignment or grant of any license or sublicense of any material rights under or with respect to any Target Company Intellectual Property or Target Company IP AgreementsAgreements except sales or non-exclusive licenses of products of the Company in the ordinary course of business consistent with prior practice, copies of which licenses or sales agreements have been provided to Parent; (k) material damage, destruction or loss (whether or not covered by insurance) to its property; (l) any capital investment in, or any loan to, any other Person; (m) acceleration, termination, material modification to or cancellation of any Material Contract to which the Company is a party or by which it is bound; (n) any capital expenditures in excess of $25,000 in any individual case or $100,000 in the aggregate; (o) imposition of any Encumbrance upon any of the Company properties, capital stock or assets, tangible or intangible except sales or non-exclusive licenses of products of the Company in the ordinary course of business consistent with prior practice, copies of which licenses or sales agreements have been provided to Parent; (p) (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law, (ii) change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $25,000, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor or consultant; (q) hiring or promoting any person as or to (as the case may be) an officer or hiring or promoting any employee below officer except to fill a vacancy in the ordinary course of business; (r) except as required by Law, adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (s) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its stockholders or current or former directors, officers and employees; (t) entry into a new line of business or abandonment or discontinuance of existing lines of business; (u) except for the Merger, adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (v) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $25,000, individually (in the case of a lease, per annum) or $100,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the ordinary course of business consistent with past practice; (w) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other manner, any business or any Person or any division thereof; (x) action by the Company to make, change or rescind any material Tax election, amend any material Tax Return, or take any position on any Tax Return inconsistent with past practice unless required by applicable Law; or (y) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Except as set forth in Section 3.8 of the Disclosure Schedules, since Between the Balance Sheet DateDate and the date of this Agreement, and other than in the ordinary course of business consistent with past practice, except for any event that may have been caused by any Law, rules regulations or other requirements of any Governmental Authorities in response to the COVID-19 pandemic, there has not been, with respect to the Target Company and its Subsidiaries, been any: (a) event, occurrence or development that has had, or could would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the charter, by-laws or other organizational documents of the Target Company; (c) split, combination or reclassification of any shares of its capital stock (or other equity securities); (d) issuance, sale or other disposition of any of its capital stock (or other equity securities) or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock (or other equity securities) that have not been disclosed herein; (e) declaration or payment of any dividends or distributions on or in respect of any of its capital stock (or other ML&P’s equity securities) or redemption, purchase or acquisition of its capital stock (or other ML&P’s equity securities)with respect to the Business; (fc) material change in any method of accounting or accounting practice of for the Target CompanyBusiness, except as required by GAAP or as disclosed in the notes to the Audited Financial Statements; (gd) material change in the Target Company’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivableAccounts Receivable, establishment of reserves for uncollectible accountsAccounts Receivable, accrual of accounts receivableAccounts Receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (he) entry into any Contract that would constitute a Material Contract; (if) incurrence, assumption or guarantee of any indebtedness for borrowed money in connection with the Business except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice;practice and Prudent Utility Practices; Asset Purchase and Sale Agreement dated as of December 28, 2018 between Municipality of Anchorage and Chugach Electric Association, Inc. (jg) transfer, assignment, sale or other disposition of any of the assets Purchased Assets shown or reflected in the Balance Sheet or Sheet, except for the sale of Inventory and surplus equipment in the ordinary course of business; (h) cancellation of any debts or entitlementsclaims or amendment, termination or waiver of any rights constituting Purchased Assets; (ki) transfer, transfer or assignment of or grant of any license or sublicense of any material rights under or with respect to any Target Company material Intellectual Property Assets or Target Company IP AgreementsIntellectual Property Agreements (except non-exclusive licenses or sublicenses granted in the ordinary course of business consistent with past practice and Prudent Utility Practices); (j) abandonment or lapse of or failure to maintain in full force and effect any material Intellectual Property Registration, or failure to take or maintain reasonable measures to protect the confidentiality or value of any material Trade Secrets included in the Intellectual Property Assets; (k) material damage, destruction or loss, or any material interruption in use, of any Purchased Assets, whether or not covered by insurance; (l) acceleration, termination, material modification to or cancellation of any Assigned Contract or Permit; (m) material capital expenditures which would constitute an Assumed Liability; (n) imposition of any Encumbrance upon any of the Purchased Assets; (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of any non-represented current or former employees, officials, managers, independent contractors or consultants of the Business for which the aggregate costs and expenses to the Business exceed $2,000,000, other than as provided for in the Retention Agreements or any other written agreements or required by applicable Law, or (ii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, official, manager, consultant or independent contractor of the Business; (p) hiring or promoting any person as or to (as the case may be) an official or manager or hiring or promoting any employee below official or manager except to fill a vacancy in the ordinary course of business; (q) adoption, material modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, official, manager, independent contractor or consultant of the Business, (ii) Benefit Plan, or (iii) collective bargaining, letters of agreement, or other agreement with a Union, in each case whether written or oral; Asset Purchase and Sale Agreement dated as of December 28, 2018 between Municipality of Anchorage and Chugach Electric Association, Inc. (r) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any current or former officials, managers or employees of the Business; (s) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (t) purchase, lease or other acquisition of the right to own, use or lease any property or assets in connection with the Business for an amount in excess of $1,500,000, individually (in the case of a lease, per annum) or $20,000,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of Inventory or supplies in the ordinary course of business consistent with past practice and Prudent Utility Practices; (u) any transfer of assets historically used by ML&P to Seller or a division or business unit of Seller which have an aggregate net book value in excess of $1,000,000; and (v) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Except as set forth in Section 3.8 of Since the Disclosure Schedules, since the Interim Balance Sheet Date, and other than in the ordinary course of business consistent with past practice, except for any event that may have been caused by any Law, rules regulations or other requirements of any Governmental Authorities in response to the COVID-19 pandemic, there has not been, with respect to EFV, the Target Company and its Subsidiariesor either Subsidiary, as applicable, any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the charter, by-laws or other organizational documents of the Target Companyits Organizational Documents; (c) split, combination or reclassification of any shares of its capital stock (equity interests in EFV, the Company or other equity securities)either Subsidiary; (d) except in connection with the Restructuring, issuance, sale or other disposition of, or creation of any of its capital stock (Lien on, any equity interests in EFV, the Company or other equity securities) either Subsidiary, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock (membership interests in EFV, the Company or other equity securities) that have not been disclosed hereineither Subsidiary; (e) declaration or payment of any dividends or distributions on or in respect of any of its capital stock (equity interest in EFV, the Company or other equity securities) either Subsidiary, or redemption, purchase or acquisition of its capital stock (any outstanding equity interests in EFV, the Company or other equity securities)either Subsidiary; (f) material change in any method of accounting or accounting practice of EFV, the Target CompanyCompany or either Subsidiary, except as required by GAAP or as disclosed in the notes to the Financial Statements; (g) material change in the Target Company’s cash management practices and its of EFV, the Company or either Subsidiary, or any of their policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) except as set forth in Section 3.08(h) of the Disclosure Schedules, entry into any Contract that would constitute a Material Contract; (i) except as set forth in Section 3.08(i) of the Disclosure Schedules, incurrence, assumption or guarantee of any indebtedness for borrowed money except (i) unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practicepractice and (ii) Related Party Indebtedness; (j) except in connection with the Restructuring or as set forth in Section 3.08(j) of the Disclosure Schedules, transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Balance Sheet of EFV, the Company or either Subsidiary or cancellation of any debts (except in connection with the elimination of Related Party Indebtedness) or entitlements; (k) except in connection with the Restructuring, transfer, assignment or grant of any license or sublicense of any material rights under or with respect to any Target Company Intellectual Property or Target Company IP Agreements; (l) material damage, destruction or loss (whether or not covered by insurance) to its property; (m) except in connection with the Restructuring, any capital investment in, or any loan to, any other Person; (n) acceleration, termination, material modification to or cancellation of any Material Contract to which EFV, the Company or either Subsidiary is a party or by which it is bound; (o) any material capital expenditures; (p) imposition of any Lien upon any properties or assets, tangible or intangible, of EFV, the Company or either Subsidiary; (q) hiring or promoting any person as an officer; (r) (i) grant of any bonus, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, managers, independent contractors or consultants, other than (A) as provided for in any written agreements or required by applicable Law or (B) increases in compensation made to non-officer employees in the ordinary course of business consistent with past practice, (ii) change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $100,000, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, manager, independent contractor or consultant; (s) adoption, modification or termination of any (i) employment, severance, retention or other agreement with any current or former employee, officer, manager, independent contractor or consultant, or (ii) Benefit Plan, in each case whether written or oral; (t) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its members or current or former managers, officers and employees; (u) except as set forth in Section 3.08(u) of the Disclosure Schedules, entry into a new line of business or abandonment or discontinuance of existing lines of business; (v) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (w) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $25,000, individually (in the case of a lease, per annum) or $100,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the ordinary course of business consistent with past practice; (x) except in connection with the Restructuring, acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets, stock or other equity of, or by any other manner, any business or any Person or any division thereof; (y) action by EFV, Elevation or EBIP to make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer in respect of any Post-Closing Tax Period; or (z) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Except as expressly contemplated by the Agreement or as set forth in on Section 3.8 3.07 of the Seller Disclosure Schedules, since from the Interim Balance Sheet DateDate until the date of this Agreement, and other than the Company has operated its CRO business in the ordinary course of business consistent with past practice, except for any event that may have been caused by any Law, rules regulations or other requirements of any Governmental Authorities in response to the COVID-19 pandemic, all material respects and there has not been, with respect to the Target Company and its SubsidiariesCompany, any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, had a Material Adverse Effect; (b) material amendment of the charter, by-laws or other organizational documents of the Target Company; (c) split, combination or reclassification of any shares of its capital stock (or other equity securities)stock; (d) issuance, sale or other disposition of any of its capital stock (or other equity securities) stock, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock (or other equity securities) that have not been disclosed hereinstock; (e) declaration or payment of any dividends or distributions on or in respect of any of its capital stock (or other equity securities) or redemption, purchase or acquisition of its capital stock (or other equity securities)stock; (f) material change in any method of accounting or accounting practice of the Target Company, except as required by GAAP or applicable Law or as disclosed in the notes to the Financial Statements; (g) material change in the Target Company’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, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) entry into any Contract that would constitute a Material Contract; (i) incurrence, assumption assumption, commitment or guarantee of any indebtedness for borrowed money borrowing or capital expenditure in an aggregate amount exceeding $100,000, except unsecured current obligations and Liabilities that incurred in the ordinary course of business consistent with past practicebusiness; (jh) transfer, assignment, sale or other disposition of any of the assets shown or reflected on the Balance Sheet, except in the Balance Sheet ordinary course of business and except for any assets having an aggregate value of less than $100,000; (i) increase in the compensation payable or cancellation to become payable of its Employees, including any distributions, discretionary payments and bonuses, other than as provided for in any written agreements or in the ordinary course of business; (j) adoption, amendment or modification of any debts Benefit Plan or entitlementsQualified Benefit Plan, the effect of which in the aggregate would increase the obligations of the Company by more than ten percent (10%) percent of its existing annual obligations to such plans; (k) transferacquisition by merger or consolidation with, assignment or grant by purchase of a substantial portion of the assets or stock of, or by any other manner, any business or any Person or any division thereof for consideration in excess of $100,000; (l) adoption of any license plan of merger, consolidation, reorganization, liquidation or sublicense dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (m) any other material rights under change that would have an aggregate effect of at least $100,000 in the business, properties of financial condition of the Company’s CRO business; or (n) any agreement to do any of the foregoing, or with respect to any Target Company Intellectual Property action or Target Company IP Agreements;omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Except as expressly contemplated by the Agreement or as set forth in on Section 3.8 3.08 of the Disclosure Schedules, since from the Interim Balance Sheet DateDate until the date of this Agreement, and other than the First Heritage Entities have operated in the ordinary course of business consistent with past practice, except for any event that may have been caused by any Law, rules regulations or other requirements of any Governmental Authorities in response to the COVID-19 pandemic, all material respects and there has not been, with respect to the Target Company and its SubsidiariesFirst Heritage Entities, any: (a) event, occurrence occurrence, development or development effect that has had, or could would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the charter, by-laws certificate of formation or other organizational documents the operating agreement of the Target Companyany First Heritage Entity; (c) split, combination or reclassification of any shares of its capital stock (or other equity securities); (d) issuance, sale or other disposition of any of its capital stock equity interests (or other equity securities) than in connection with the exercise of Warrants outstanding on the date of this Agreement as required by the terms of such Warrants), or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock (or other equity securities) that have not been disclosed hereininterests; (ed) declaration or payment of any dividends or distributions on or in respect of any of its capital stock equity interests (or other equity securitiesthan distributions of cash from the First Heritage Subsidiaries to the Company, distributions of preferred returns from the Company to holders of Class A Preferred Units in accordance with the Company Operating Agreement and tax distributions to Unitholders and Warrantholders in accordance with the Company Operating Agreement) or redemption, purchase or acquisition of its capital stock (or other equity securities)interests; (fe) material change in any method of accounting or accounting practice of the Target Companypractice, except as required by GAAP or applicable Law or as disclosed in the notes to the Financial Statements; (g) material change in the Target Company’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, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) entry into any Contract that would constitute a Material Contract; (if) incurrence, assumption or guarantee of any indebtedness for borrowed money Indebtedness, except unsecured current obligations and Liabilities liabilities incurred in the ordinary course of business consistent business; (g) sold, leased or otherwise transferred, or created or incurred any lien on, any of the First Heritage Entities’ assets (including all Owned Intellectual Property), securities, properties, interests or businesses or abandoned, canceled, allowed to expire or lapse or dedicated to the public domain any Owned Intellectual Property, except in the ordinary course of business; (h) (i) entered into any Material Contract that limits or otherwise restricts in any material respect the First Heritage Entities or that could, after the date of this Agreement, limit or restrict in any material respect the First Heritage Entities, Parent or any of their respective Affiliates, from engaging or competing in any line of business, in any location or with past practiceany Person or (B) entered into, amended or modified in any material respect or terminated any Contract required to be disclosed by Section 3.09 or otherwise waived, released or assigned any material rights, claims or benefits of the First Heritage Entities; (i) instituted, settled, or offered or proposed to settle, in each case for an amount exceeding $10,000 individually or $50,000 in the aggregate, (A) any Proceeding involving or against the First Heritage Entities, or (B) any litigation or dispute against the First Heritage Entities or any of their officers, managers or Unitholders; (j) transfermade, assignmentchanged or revoked any Tax election, sale changed any annual Tax accounting period, adopted or changed any method of Tax accounting, amended any Tax Returns or filed claims for Tax refunds, entered into any closing Contract with any Governmental Authority, settled any Tax claim, audit or assessment, or surrendered any right to claim a Tax refund, offset or other disposition of any of the assets shown or reflected reduction in the Balance Sheet or cancellation of any debts or entitlementsliability for Taxes; (k) transferincrease in the compensation of its Employees, assignment former directors, officers, employees or grant natural person independent contractors, other than as provided for in any written agreements or in the ordinary course of business; (l) adoption, amendment, modification or termination of any license Benefit Plan; (m) (i) granted any severance, retention or sublicense termination pay to, or enter into or amend any severance, retention, termination, employment, consulting, bonus, change in control or severance Contract or employment agreement with, any current or former employee, contractor or other service provider or (ii) promised, granted or announced any cash, equity-based compensation or equity-like awards, bonus, severance or termination pay, or increased or decreased the compensation or benefits of any current or former directors, officers, employees or natural person independent contractors; (n) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other manner, any business or any Person or any division thereof; (o) except for the Merger, adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (p) entered into, amended or modified in any material rights under respect or with respect terminated any Lease related to the Company’s corporate offices; or (q) any Target Company Intellectual Property agreement to do any of the foregoing, or Target Company IP Agreements;any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Except as set forth in on Section 3.8 3.08 of the Disclosure Schedules, since the Interim Balance Sheet Date, and other than in the ordinary course of business consistent with past practice, except for any event that may have been caused by any Law, rules regulations or other requirements of any Governmental Authorities in response to the COVID-19 pandemic, there has not been, with respect to the Target Company and its SubsidiariesCompany, any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the charterarticles of incorporation, by-laws or other organizational documents of the Target Company; (c) split, combination or reclassification of any shares of its capital stock (or other equity securities)stock; (d) issuance, sale or other disposition of any of its capital stock (or other equity securities) stock, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock (or other equity securities) that have not been disclosed hereinstock; (e) declaration or payment of any dividends or distributions on or in respect of any of its capital stock (or other equity securities) or redemption, purchase or acquisition of its capital stock (or other equity securities)stock; (f) material change in any method of accounting or accounting practice of the Target Company, except as required by GAAP or as disclosed in the notes to the Financial Statements; (g) material change in the Target Company’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, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) entry into any Contract that would constitute a Material Contract; (i) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (j) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Interim Balance Sheet or cancellation of any debts or entitlements; (k) transfer, transfer or assignment of or grant of any license or sublicense of any material rights under or with respect to any Target the Company Intellectual Property or Target Company IP Agreements, except non- exclusive licenses or sublicenses granted in the ordinary course of business consistent with past practice; (l) abandonment or lapse of or failure to maintain in full force and effect any Company IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality or value of any Trade Secrets included in the Company Intellectual Property; (m) material damage, destruction or loss (whether or not covered by insurance) to its property; (n) any capital investment in, or any loan to, any other Person; (o) acceleration, termination, material modification to or cancellation of any Material Contract; (p) any capital expenditures which individually exceed $10,000 or in the aggregate exceed $25,000; (q) imposition of any Encumbrance upon any of the Company properties, capital stock or assets, tangible or intangible; (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law, (ii) change in the terms of employment for any employee, or any termination of any employee, for which the aggregate costs and expenses exceed $10,000, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor or consultant; (s) hiring or promoting any person as or to (as the case may be) an officer or manager or hiring or promoting any employee below officer or manager except to fill a vacancy in the ordinary course of business; (t) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (u) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its stockholders or current or former directors, officers and employees; (v) entry into a new line of business or abandonment or discontinuance of existing lines of business; (w) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (x) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $10,000, individually (in the case of a lease, per annum) or $25,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the ordinary course of business consistent with past practice; (y) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other manner, any business or any Person or any division thereof; (z) action by the Company to make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer in respect of any Post-Closing Tax Period; or (aa) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Except as expressly contemplated by this Agreement or the MTA or as set forth in on Section 3.8 3.03 of the Disclosure SchedulesSchedule, since from the Balance Sheet DateDate until the date of this Agreement, and other than Meizhou Seller has operated its portion of the Transportation Products Business in the ordinary course Ordinary Course of business consistent with past practice, except for any event that may have been caused by any Law, rules regulations or other requirements of any Governmental Authorities Business in response to the COVID-19 pandemic, all material respects and there has not been, with respect to the Target Company and its Subsidiaries, been any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the charter, by-laws or other organizational documents Organizational Documents of the Target CompanyMeizhou Seller; (c) split, combination or reclassification of any shares equity interests of its capital stock (or other equity securities)Meizhou Seller; (d) issuance, sale or other disposition of any of its capital stock (or other the equity securities) interests, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock (or other the equity securities) that have not been disclosed hereininterests of Meizhou Seller; (e) declaration or payment of any dividends or distributions on or in respect of any of its capital stock (or other equity securities) or redemption, purchase or acquisition of its capital stock (or other equity securities); (f) material change in any method of accounting or accounting practice of the Target CompanyMeizhou Seller, except as required by GAAP or applicable Law or as disclosed in the notes to the Financial Statements; (g) material change in the Target Company’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, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) entry into any Contract that would constitute a Material Contract; (if) incurrence, assumption or guarantee by Meizhou Seller of any indebtedness for borrowed money Indebtedness in an aggregate amount exceeding $100,000 (or the equivalent amount in HKD), except unsecured current obligations borrowings under existing credit facilities set forth in the Disclosure Schedule and Liabilities incurred any Indebtedness which constitutes Closing Indebtedness; (g) obligation or liability with respect to capital expenditures that require amounts greater than $250,000 in the aggregate to be expended after the Hong Kong Closing Date; (h) loans, advances or capital contributions to, or investments in, any other Person, other than in the ordinary course of business consistent with past practiceand having an aggregate value of less than $100,000; (i) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other manner, any business or any Person or any division thereof by Meizhou Seller; (j) transfersale, assignmentlease, sale license, encumbrance (other than those arising by operation of law), transfer or other disposition of any of the assets shown or reflected on the Interim Balance Sheet, except sales of inventory in the Balance Sheet or cancellation Ordinary Course of any debts or entitlements;Business and except for assets having an aggregate value of less than $100,000 during such period of time; or (k) transferagreement by Meizhou Seller to do any of the foregoing, assignment or grant any action or omission by Meizhou Seller that would result in any of any license or sublicense of any material rights under or with respect to any Target Company Intellectual Property or Target Company IP Agreements;the foregoing.

Absence of Certain Changes, Events and Conditions. Except as expressly contemplated by the Agreement or as set forth in on Section 3.8 2.07 of the Disclosure Schedules, since from the Interim Balance Sheet DateDate until the date of this Agreement, and other than the Company has operated in the ordinary course of business consistent with past practice, except for any event that may have been caused by any Law, rules regulations or other requirements of any Governmental Authorities in response to the COVID-19 pandemic, all material respects and there has not been, with respect to the Target Company and its SubsidiariesCompany, any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, had a Material Adverse Effect; (b) amendment of the charter, by-laws or other organizational documents Organizational Documents of the Target Company; (c) split, combination or reclassification of any shares of its the Company’s capital stock (or other equity securities)stock; (d) issuance, sale or other disposition of any of its capital stock (or other equity securities) the Company’s share capital, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock (or other equity securities) that have not been disclosed hereinthe Company’s share capital; (e) declaration or payment of any dividends or distributions on or in respect of any of its the Company’s capital stock (or other equity securities) or redemption, purchase or acquisition of its the Company’s capital stock (or other equity securities)stock; (f) material change in any method of accounting or accounting practice of the Target Company, except as required by GAAP or applicable Law or as disclosed in the notes to the Financial Statements; (g) material change in the Target Company’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, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) entry into any Contract that would constitute a Material Contract; (i) incurrence, assumption or guarantee of any indebtedness Indebtedness for borrowed money in an aggregate amount exceeding $100,000, except unsecured current obligations and Liabilities liabilities incurred in the ordinary course of business consistent with past practicebusiness; (jh) transfer, assignment, sale or other disposition of any of the assets shown or reflected on the Balance Sheet, except in the Balance Sheet ordinary course of business and except for any assets having an aggregate value of less than $100,000; (i) increase in the compensation of its Employees, other than as provided for in any written agreements or cancellation in the ordinary course of business; (j) adoption, amendment or modification of any debts or entitlementsBenefit Plan, the effect of which in the aggregate would increase the obligations of the Company by more than five percent of its existing annual obligations to such plans; (k) transferacquisition by merger or consolidation with, assignment or grant by purchase of a substantial portion of the assets or stock of, or by any other manner, any business or any Person or any division thereof; (l) adoption of any license plan of merger, consolidation, reorganization, liquidation or sublicense dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; or (m) any agreement to do any of the foregoing, or any action or omission that would result in any of the foregoing. Without limiting the generality of the foregoing, the content of that certain letter sent by the Company to Messrs. ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇, dated March 1, 2020 in respect of the Company's Operating Plan, is true and correct in all material rights under or with respect to any Target Company Intellectual Property or Target Company IP Agreements;respects as of the date of this Agreement.

Absence of Certain Changes, Events and Conditions. Except as set forth in on Section 3.8 of the Company Disclosure SchedulesSchedules or in accordance with Section 5.1(b) hereof, since the Interim Balance Sheet Date, and other than in the ordinary course of business consistent with past practice, except for any event that may have been caused by any Law, rules regulations or other requirements of any Governmental Authorities in response to the COVID-19 pandemic, there has not been, with respect to the Target Company and its SubsidiariesCompany, any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse EffectEffect with respect to Company; (b) an amendment of the charter, Company Charter or the by-laws or other organizational documents of the Target Company; (c) split, combination or reclassification of any shares of its capital stock (or other equity securities)stock; (d) issuance, sale or other disposition of any of its capital stock (or other equity securities) stock, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock (or other equity securities) that have not been disclosed hereinstock; (e) declaration or payment of any dividends or distributions on or in respect of any of its capital stock (or other equity securities) or redemption, purchase or acquisition of its capital stock (or other equity securities)stock; (f) material change in any method of accounting or accounting practice of the Target Company, Company except as required by GAAP or as disclosed in the notes to the Financial Statements; (g) material change in the Target Company’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, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) entry into any Contract that would constitute a Material Contract; (i) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (j) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Balance Sheet or cancellation of any debts or entitlementsentitlements other than in each case in the ordinary course of business consistent with past practice; (k) transfer, assignment or grant of any license or sublicense of any material rights under or with respect to any Target Company Intellectual Property other than, in each case, in connection with a sale of Products in the ordinary course of business consistent with past practice; (l) damage, destruction or Target loss (whether or not covered by insurance) to its property having a replacement cost in excess of Fifty Thousand Dollars ($50,000); (m) any capital investment in, or any loan to, any other Person; (n) acceleration, termination, material modification to or cancellation of any Material Contract to which Company IP Agreementsis a party or by which it is bound; (o) any capital expenditures in excess of Fifty Thousand Dollars ($50,000) individually or One Hundred Fifty Thousand Dollars ($150,000) in the aggregate; (p) imposition of any material Encumbrance upon any of Company properties, capital stock or assets, tangible or intangible other than Permitted Encumbrances; (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law, (ii) change in the terms of employment for any employee with an annual salary in excess of $100,000, or any termination of any employees for which the costs and expenses of such termination exceeded $25,000, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any employee, officer, director, independent contractor or consultant; (r) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant, (ii) material Benefit Plan or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (s) any loan to (or forgiveness of any loan to) any of its stockholders, directors, officers and employees other than the advancement of expenses in the ordinary course of business consistent with past practice; (t) entry into a new line of business or abandonment or discontinuance of existing lines of business; (u) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (v) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other manner, any business or any Person or any division thereof; (w) except for Tax filings and positions in accordance with the Company’s prior custom and practice, action by Company to make, change or rescind any material Tax election, amend any Tax Return, or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Parent in respect of any Post-Closing Tax Period; or (x) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Except as set forth in Section 3.8 of the Disclosure Schedules, since Since the Balance Sheet Date, and other than in the ordinary course of business consistent with past practice, except for any event that may have been caused by any Law, rules regulations or other requirements of any Governmental Authorities in response to the COVID-19 pandemicGIANT’s knowledge, there has not been, with respect to the Target Company and its SubsidiariesGIANT, any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the charter, by-laws or other organizational documents Organizational Documents of the Target CompanyGIANT; (c) split, combination or reclassification issuance of any shares of its capital stock (or other equity securities)additional Common Stock in GIANT; (d) issuance, sale or other disposition of, or creation of any of its Encumbrance other than a Permitted Encumbrance on, any capital stock (or other equity securities) in GIANT, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock (or other equity securities) that have not been disclosed hereinin GIANT; (e) declaration or payment of any dividends or distributions on or in respect of any of its capital stock (or other equity securities) in GIANT or redemption, purchase or acquisition of its any of GIANT’s outstanding capital stock (or other equity securities)stock; (f) material change in any method of accounting or accounting practice of the Target CompanyGIANT, except as required by GAAP GAAP, as applicable, or as disclosed in the notes to the Financial Statements; (g) material change in the Target CompanyGIANT’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, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) entry into any Contract contract that would constitute a Material Contract; (iI) incurrence, assumption or guarantee of any material indebtedness for borrowed money except unsecured current obligations and Liabilities liabilities incurred in the ordinary course of business consistent with past practice; (j) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Balance Sheet or cancellation of any debts or entitlements; (k) transfer, assignment or grant of any license or sublicense of any material rights under or with respect to any Target Company Intellectual Property or Target Company IP Agreements;.

Absence of Certain Changes, Events and Conditions. Except as set forth in Section 3.8 of the Disclosure Schedules, since the Balance Sheet Date, and other Other than in the ordinary course of business consistent with past practice, except for any event that may have been caused by any Law, rules regulations or other requirements of any Governmental Authorities in response to the COVID-19 pandemic, there has not been, with respect to the Target Company and its SubsidiariesTarget, any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the charter, by-laws operating agreement or other organizational documents of the Target CompanyTarget1; (c) splitpledge, combination transfer, or reclassification assignment of any shares of its capital stock (or other equity securities)Target Common Stock; (d) issuance, sale or other disposition of any of its capital stock (or other equity securities) or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock (or other equity securities) that have not been disclosed herein; (e) declaration or payment of any dividends or distributions on or in respect of any of its capital stock (or other equity securities) or redemption, purchase or acquisition of its capital stock (or other equity securities); (f) material change in any method of accounting or accounting practice of the Target CompanyTarget, except as required by GAAP or as previously disclosed in the notes by Target to the Financial StatementsParent; (ge) material change in the Target Company’s Target'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, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (hf) entry into any Contract that would constitute a Material Contract; (ig) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practicemoney; (jh) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Balance Sheet or cancellation of any debts or entitlementsTarget assets; (ki) transfer, transfer or assignment of or grant of any license or sublicense of any material rights under or with respect to any Target Company Intellectual Property or Target Company IP Agreements; (j) abandonment or lapse of or failure to maintain in full force and effect any Target IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality or value of any Trade Secrets included in the Target Intellectual Property; (k) material damage, destruction or loss (whether or not covered by insurance) to its property; (l) any capital investment in, or any loan to, any other Person;

Absence of Certain Changes, Events and Conditions. Except as set forth in Section 3.8 of the Disclosure SchedulesSince December 31, since the Balance Sheet Date2017, and other than as described in Section 3.06 of the Disclosure Schedules or in the ordinary course of business consistent with past practice, except for any event that may have been caused by any Law, rules regulations or other requirements of any Governmental Authorities in response to the COVID-19 pandemic, there has not been, with respect to the Target Company and its Subsidiaries, been any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the charter, by-laws or other organizational documents of the Target Company; (c) split, combination or reclassification of any shares of its capital stock (or other equity securities); (d) issuance, sale or other disposition of any of its capital stock (or other equity securities) or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock (or other equity securities) that have not been disclosed herein; (e) declaration or payment of any dividends or distributions on or in respect of any of its capital stock (or other Sellers’ equity securities) or redemption, purchase or acquisition of its capital stock (or other equity securities)Sellers’ outstanding equity; (fc) material change in any method of accounting or accounting practice of for the Target CompanyPurchased Business, except as required by GAAP or as disclosed in the notes to the Financial Statements; (gd) material change in the Target Company’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivableAccounts Receivable, establishment of reserves for uncollectible accountsAccounts Receivable, accrual of accounts receivableAccounts Receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (he) entry into any Contract that would constitute a Material Contract; (if) incurrence, assumption or guarantee of any indebtedness for borrowed money in connection with the Purchased Business except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (jg) transfer, assignment, sale or other disposition of any of the assets Purchased Assets shown or reflected in the Balance Sheet or Sheet, except for the sale of Inventory in the ordinary course of business; (h) cancellation of any debts or entitlementsclaims or amendment, termination or waiver of any rights constituting Purchased Assets; (ki) transfer, transfer or assignment of or grant of any license or sublicense of any material rights under or with respect to any Target Company material Intellectual Property Assets or Target Company IP AgreementsIntellectual Property Agreements (except non-exclusive licenses or sublicenses granted in the ordinary course of business consistent with past practice); (j) abandonment or lapse of or failure to maintain in full force and effect any material Intellectual Property Registration, or failure to take or maintain reasonable measures to protect the confidentiality or value of any material Trade Secrets included in the Intellectual Property Assets; (k) material damage, destruction or loss, or any material interruption in use, of any Purchased Assets, whether or not covered by insurance; (l) acceleration, termination, material modification to or cancellation of any Assigned Contract or Permit; (m) material capital expenditures which would constitute an Assumed Liability; (n) imposition of any Encumbrance upon any of the Purchased Assets; (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of any current or former employees, officers, directors, independent contractors or consultants of the Purchased Business, other than as provided for in any written agreements or required by applicable Law, (ii) change in the terms of employment for any employee of the Purchased Business or any termination of any employees for which the aggregate costs and expenses exceed $50,000 or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, consultant or independent contractor of the Purchased Business; (p) hiring or promoting any person as or to (as the case may be) an officer or manager position; (q) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant of the Purchased Business, (ii) Benefit Plan, or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (r) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any current or former directors, officers or employees of the Purchased Business; (s) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (t) purchase, lease or other acquisition of the right to own, use or lease any property or assets in connection with the Purchased Business for an amount in excess of $25,000, individually (in the case of a lease, per annum) or $50,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of Inventory or supplies in the ordinary course of business consistent with past practice; or (u) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Except as expressly contemplated by the Agreement or as set forth in Section 3.8 4.07 of the Disclosure SchedulesSchedule, since the Balance Sheet Date, and other than the Company has operated in the ordinary course of business consistent with past practice, except for any event that may have been caused by any Law, rules regulations or other requirements of any Governmental Authorities practice in response to the COVID-19 pandemic, all material respects and there has not been, with respect to the Target Company and its SubsidiariesCompany, any: (a) any event, occurrence or development that has had, had or could is reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect. Without limiting the generality of the foregoing, since the Balance Sheet Date the Company has not taken any of the following actions: (a) amended its Organizational Documents; (b) amendment incurred or committed to incur any Indebtedness, other than borrowings in the ordinary course consistent with past practice permitted by existing lines of the chartercredit, by-laws or other organizational documents of the Target Companymortgage, encumber, pledge or otherwise transfer or assign any interest in any Real Property or sublease any Leased Real Property; (c) split, combination or reclassification of subjected any shares material portion of its capital stock (or assets to any Encumbrance other equity securities)than Permitted Encumbrances; (d) issuanceestablished, sale adopted, entered into, materially amended or terminated any Company Benefit Plan, or made any new grants or awards under any Company Benefit Plan, other disposition than (i) new grants or awards under a Company Benefit Plan that would constitute Selling Expenses, (ii) as otherwise required pursuant to the terms of any of its capital stock the applicable Company Benefit Plan, or (or other equity securitiesiii) or grant of any options, warrants or other rights as required pursuant to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock (or other equity securities) that have not been disclosed hereinapplicable Law; (e) declaration issued, sold or payment transferred or agreed to issue, sell or transfer, any shares of any dividends or distributions on or in respect of any of its capital stock (or other equity securities) any securities or redemption, purchase instruments convertible or acquisition exercisable into shares of its capital stock (or other equity securities)stock; (f) material failed to maintain in full force and effect any Insurance Policy; (g) made any change in any method of financial accounting or financial accounting practice or policy affecting the financial statements of the Target Company, except as required by GAAP or as disclosed in the notes to the Financial Statements; (g) material change in the Target Company’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, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer depositsLaw; (h) entry into except in the ordinary course, entered into, amended, waived compliance with, granted any consent under, modified or terminated any Material Contract (or any Contract that would constitute be required to be listed as a Material ContractContract if such Contract were in effect as of the date hereof); (i) incurrenceexcept in the ordinary course, assumption amended, modified, extended, renewed or guarantee terminated any Lease, or entered into any new lease, sublease, license or other agreement for the use or occupancy of any indebtedness real property or acquire any owned real property; (j) split, combined, reclassified or modified, or authorized any split, combination, reclassification or modification of the terms of any shares of capital stock; (k) sold, transferred or otherwise disposed of any material portion of its assets except for borrowed money except unsecured current obligations and Liabilities incurred (i) sales of inventory in the ordinary course consistent with past practice or (ii) sales not exceeding $150,000 for any individual sale, or acquire any corporation, partnership or other business organization or any division or assets constituting a business or line of business business; (l) adopted a plan or agreement of complete or partial liquidation, dissolution, restructuring, merger, consolidation or recapitalization, or establish any subsidiary or otherwise acquired or obtained an equity interest in any Person; (m) increased the compensation of any Employee of the Company, except as required by the terms of a Company Benefit Plan, as permitted by Section 4.07(d) or (with respect to Employees with an annual base salary of less than $150,000 per year) in the ordinary course consistent with past practice; (jn) transferhired any Employee with an annual base salary in excess of $250,000 per year or promoted or terminated (other than for cause) any Employee making in excess of $150,000 per year; (o) made a commitment for capital expenditures in excess of $250,000 in the aggregate, assignmentexcept as set forth in the Company’s capital expenditure budget for the applicable fiscal year and made available to Buyer prior to the date hereof; (p) made any loans or advances to, sale or guarantees for the benefit of, any Person (other than advances to Employees for business expenses in the ordinary course consistent with past practice); (q) failed to pay any Taxes; made or changed any Tax election; changed any annual accounting period; adopted or changed any method of accounting for Tax purposes; or settled any Claim or assessment with respect to Taxes, in each case, if any such act or omission would have a material and adverse effect on Buyer, the Company following the Closing Date; (r) waived, released, settled or compromised, or offered to cancel, waive, release, settle or compromise, (i) any Proceeding other than solely for monetary damages (and confidentiality and other similar customary provisions) not in excess of $250,000 in the aggregate (excluding amounts paid by insurance), or (ii) any Proceeding relating to the transactions contemplated by this Agreement; (s) declared, accrued, set aside or paid any dividend or make any other distribution: (i) in respect of any shares of its capital stock or other disposition distributions in kind, or (ii) in cash after 12:01a.m. (Eastern time) on the Closing Date; (t) abandoned or permitted the lapse of any right relating to Intellectual Property or any other intangible asset used or held for use in connection with the business (except in the ordinary course consistent with past practice) or disclosed any trade secret of the Company that is material to the business to any Person that is not bound by a legally enforceable confidentiality undertaking with respect thereto; (u) accelerated the collection of or discount any accounts receivable, delayed the payment of accounts payable or defer expenses or reduce inventories, except in the ordinary course consistent with past practice, or taken any action to increase Current Liabilities or decrease Current Assets between 12:01a.m. on the Closing Date and the time at which the Closing actually occurs except for immaterial fluctuations in the ordinary course consistent with past practice; or (v) agreed or committed to do any of the assets shown or reflected in the Balance Sheet or cancellation of any debts or entitlements; (k) transfer, assignment or grant of any license or sublicense of any material rights under or with respect to any Target Company Intellectual Property or Target Company IP Agreements;foregoing.

Absence of Certain Changes, Events and Conditions. Except as set forth in Section 3.8 of Since the Disclosure Schedules, since the Mission US Balance Sheet Date, and other than in the ordinary course of business consistent with past practice, except for any event that may have been caused by any Law, rules regulations or other requirements of any Governmental Authorities in response to the COVID-19 pandemic, there has not been, with respect to the Target Company and its SubsidiariesMission US, any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the charter, by-laws or other organizational documents Organizational Documents of the Target CompanyMission US; (c) split, combination or reclassification of any shares of its capital stock (or other equity securities)limited liability company membership interests in Mission US; (d) issuance, sale or other disposition of, or creation of any of its capital stock (or other equity securities) Encumbrance on, any limited liability company membership interests in Mission US, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock (or other equity securities) that have not been disclosed hereinlimited liability company membership interests in Mission US; (e) declaration or payment of any dividends or distributions on or in respect of any of its capital stock (or other equity securities) limited liability company membership interests in Mission US or redemption, purchase or acquisition of its capital stock (or other equity securities)any of Mission US's outstanding limited liability company membership interests; (f) material change in any method of accounting or accounting practice of the Target CompanyMission US, except as required by GAAP or as disclosed in the notes to the Financial StatementsMission US Balance Sheet; (g) material change in the Target Company’s Mission US'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, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) entry into any Contract that would constitute a Material Contract; (i) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (j) except as set forth on Section 4.07(j) of the Disclosure Schedule, transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Mission US Balance Sheet or cancellation of any debts or entitlements; (k) transfer, transfer or assignment of or grant of any license or sublicense of any material rights under or with respect to any Target Company Mission US Intellectual Property or Target Company Mission US IP Agreements; (l) abandonment or lapse of or failure to maintain in full force and effect any Mission US IP Registration or failure to take or maintain reasonable measures to protect the confidentiality or value of any Trade Secrets included in the Mission US Intellectual Property; (m) material damage, destruction or loss (whether or not covered by insurance) to its property; (n) any capital investment in, or any loan to, any other Person; (o) acceleration, termination, material modification to or cancellation of any material Contract (including, but not limited to, any Material Contract) to which Mission US is a party or by which it is bound; (p) any material capital expenditures; (q) imposition of any Encumbrance upon any of Mission US's properties or assets, tangible or intangible; (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, managers, independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law, (ii) change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $30,000, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, manager, independent contractor or consultant; (s) hiring or promoting any person as or to (as the case may be) an officer or hiring or promoting any employee below officer, except to fill a vacancy in the ordinary course of business; (t) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, manager, independent contractor or consultant, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (u) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its members or current or former managers, officers and employees; (v) entry into a new line of business or abandonment or discontinuance of existing lines of business; (w) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (x) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $10,000, individually (in the case of a lease, per annum) or $50,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the ordinary course of business consistent with past practice; (y) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets, stock or other equity of, or by any other manner, any business or any Person or any division thereof; (z) action by Mission US to make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer in respect of any Post-Closing Tax Period; or (aa) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Except as set forth in Section 3.8 of the Disclosure Schedules, since Since the Balance Sheet Date, and other than the business of AMPX has been conducted in the ordinary course of business consistent with past practicebusiness, except for any event that may have been caused by any Law, rules regulations or other requirements of any Governmental Authorities in response to the COVID-19 pandemic, and there has not been, with respect to the Target Company and its SubsidiariesAMPX, any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse EffectEffect on AMPX; (b) amendment of the charter, by-laws or other organizational documents of the Target CompanyAMPX; (c) split, combination or reclassification of any shares of its capital stock (or other equity securities); (d) issuance, sale or other disposition of any of its capital stock (or other equity securities) stock, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock (other than in connection with issuance or sale of capital stock to the Company, grant or exercise of options under existing incentive plan or issuance of equity to vendor, financial institutions and other equity securities) that have not been disclosed hereinthird parties in the ordinary course of business; (e) declaration or payment of any dividends or distributions on or in respect of any of its capital stock (or other equity securities) or redemption, purchase or acquisition of its capital stock (or other equity securities); (fd) material change in any method of accounting or accounting practice of the Target CompanyAMPX, except as required by GAAP or as disclosed in the notes to the Financial Statements; (g) material change in the Target Company’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, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (he) entry into any Contract that would constitute a Material ContractContract other than in the ordinary course of business; (if) incurrence, assumption or guarantee of any material indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practicebusiness; (jg) transfer, assignment, sale or other disposition of any of the material assets shown or reflected in the Balance Sheet or cancellation of any material debts or entitlements; (kh) transfer, transfer or assignment of or grant of any license or sublicense of any material rights under or with respect to any Target Company material Intellectual Property except licenses or Target Company IP Agreementssublicenses granted in the ordinary course of business; (i) capital investment in, or loan to, any other Person not including extension of credit in the ordinary course of business; (j) acceleration, termination, material modification to or cancellation of any Material Contracts to which AMPX is a party or by which it is bound; (k) imposition of any Encumbrance upon any of AMPX’s material properties or assets, tangible or intangible; (l) loan to (or forgiveness of any loan to), or entry into any other material transaction with, any of its stockholders or current or former directors, officers and employees; (m) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law, other than in connection with or with respect to the Company; (n) action by AMPX to make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have a Material Adverse Effect on AMPX in respect of any Post-Closing Tax Period; or (o) Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Except as set forth in on Section 3.8 4.8 of the Disclosure SchedulesSchedule, since March 31, 2016 through the Balance Sheet Execution Date, and other than in the ordinary course Ordinary Course of business consistent with past practice, except for any event that may have been caused by any Law, rules regulations or other requirements of any Governmental Authorities in response to the COVID-19 pandemicBusiness, there has not been, with respect to the Target Company and its SubsidiariesCompanies, any: (a) event, occurrence or development that has had, or could would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the charter, by-laws or other organizational documents of the Target Companyand/or governing documents; (c) split, combination or reclassification of any shares of its capital stock (or other equity securities); (d) issuance, sale or other disposition of any of its capital stock (or other equity securities) or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock (or other equity securities) that have not been disclosed herein; (e) declaration or payment of any dividends or distributions on or in respect of any of its capital stock (or other equity securities) or redemption, purchase or acquisition of its capital stock (or other equity securities); (f) material change in any method of accounting or accounting practice of the Target Companypractice, except as required by GAAP or as disclosed in the notes to the Financial Statements; (gd) material change in the Target Company’s cash management practices and its Companies’ policies, practices and procedures with respect to cash management, collection of accounts receivable, establishment or levels of reserves for uncollectible accounts, accrual of accounts receivable, levels or types of Inventory held for use or consumption, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits, capital expenditures, or maintenance expenditures; (h) entry into any Contract that would constitute a Material Contract; (i) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (je) transfer, assignment, sale or other disposition of any of the material assets shown or reflected in the Balance Sheet balance sheet contained within the Financial Statements or cancellation of any debts or entitlements; (kf) transferany capital investment in, assignment or any loan to, any other Person; (g) any material capital expenditures or material maintenance expenditures other than the Benzene Reduction Project; (i) except with respect to the cash bonuses paid in May 2016 and the June 2016 cost of living increases in salary, in each case, as previously disclosed to the Buyer, grant of any license bonuses, whether monetary or sublicense otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, managers, directors or independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law, (ii) change in the terms of employment for any executive officer or any termination of any employees for which the aggregate severance costs exceed $20,000, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, manager, director or independent contractor or consultant; (i) adoption, material rights modification or termination of any: (i) employment, severance, retention or other similar agreement with any current or former employee, officer, manager or director or independent contractor or consultant, (ii) material Employee Benefit Plan or (iii) collective bargaining or other agreement with a union, in each case whether written or oral; (j) entry into a new line of business or abandonment or discontinuance of existing lines of business; (k) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (l) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $50,000, individually (in the case of a lease, per annum) or $250,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases (i) of Inventory in the Ordinary Course of Business and (ii) of property and assets related to the Benzene Reduction Project; provided, however that the amount expended by the Companies during the period from May 31, 2016 through the Execution Date with respect to the Benzene Reduction Project is not in excess of $3,000,000; (m) action by a Company to make, change or rescind any Target Tax election, amend any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability of any Company Intellectual Property in respect of any Post-Closing Tax Period; or (n) entry into any contract or Target Company IP Agreements;agreement to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Except as expressly contemplated by the Agreement, or as set forth in on Section 3.8 3.08 of the Disclosure SchedulesLetter, since from the Interim Balance Sheet DateDate until the date of this Agreement, and other than the Company has operated in the ordinary course of business consistent with past practice, except for any event that may have been caused by any Law, rules regulations or other requirements of any Governmental Authorities in response to the COVID-19 pandemic, all material respects and there has not been, with respect to the Target Company and its SubsidiariesCompany, any: (a) event, occurrence or development that has had, or reasonably could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) material amendment of the charter, by-laws or other organizational documents of the Target Company; (c) split, combination or reclassification of any shares of its capital stock (or other equity securities)stock; (d) issuance, sale or other disposition of any of its capital stock (or other equity securities) stock, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock (or other equity securities) that have not been disclosed hereinstock; (e) declaration or payment of any dividends or distributions on or in respect of any of its capital stock (or other equity securities) or redemption, purchase or acquisition of its capital stock (or other equity securities)stock; (f) material change in any method of accounting or accounting practice of the Target Company, except as required by GAAP or applicable Law or as disclosed in the notes to the Financial Statements; (g) incurrence, assumption or guarantee of any indebtedness for borrowed money in an aggregate amount exceeding One Hundred Thousand and 00/100 ($100,000.00) Dollars, except unsecured current obligations and liabilities incurred in the ordinary course of business or advances to Seller or any of its subsidiaries under the Credit Agreement; (h) sale, assignment, lease, license, pledge or other disposition of any of the assets shown or reflected on the Balance Sheet, except in the ordinary course of business and except for any assets having an aggregate value of less than One Hundred Thousand and 00/100 ($100,000.00) Dollars; (i) increase in the compensation of its Employees, other than as provided for in any written agreements or in the ordinary course of business; (j) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other manner, any business or any Person or any division thereof; (k) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (l) material damage, destruction or loss (whether or not covered by insurance) to any of the material assets of the Company; (m) material change in any of the Target Company’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, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits;; or (hn) entry into any Contract that would constitute a Material Contract; (i) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (j) transfer, assignment, sale or other disposition of agreement to do any of the assets shown foregoing, or reflected any action or omission that would result in any of the Balance Sheet or cancellation of any debts or entitlements; (k) transfer, assignment or grant of any license or sublicense of any material rights under or with respect to any Target Company Intellectual Property or Target Company IP Agreements;foregoing.

Absence of Certain Changes, Events and Conditions. Except as set forth in Section 3.8 3.08 of the Disclosure Schedules, since the Balance Sheet Date, and other than (a) the Business has been conducted in the ordinary course Ordinary Course of business consistent with past practiceBusiness, except for any event that may have been caused by any Law, rules regulations or other requirements of any Governmental Authorities in response to the COVID-19 pandemic, and (b) there has not been, with respect to the Target Company and its SubsidiariesCompany, any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the charter, by-laws or other organizational documents of the Target Company; (c) split, combination or reclassification of any shares of its capital stock (or other equity securities)stock; (d) issuance, sale or other disposition of any of its capital stock (or other equity securities) stock, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock (or other equity securities) that have not been disclosed hereinstock; (e) declaration or payment of any dividends or distributions on or in respect of any of its capital stock (or other equity securities) or redemption, purchase or acquisition of its capital stock (or other equity securities)stock; (f) material change in any method of accounting or accounting practice of the Target Company, except as required by GAAP or as disclosed in the notes to the Financial Statements; (g) material change in the Target Company’s cash management practices and its policies, practices and procedures with respect to cash management, collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) entry into any Contract that would constitute a Material Contract; (i) incurrence, assumption or guarantee of any indebtedness Indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in money, provided, however, the ordinary course Company may make draws on any existing line of business consistent with past practicecredit from to time to time to the extent that, as of the Closing, the Company will have no Indebtedness relating to such draws; (j) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Balance Sheet or cancellation of any debts or entitlements, except in the Ordinary Course of Business; (k) transfer, transfer or assignment of or grant of any license or sublicense of any material rights under or with respect to any Target material Company Intellectual Property or Target Company IP AgreementsAgreements except non-exclusive licenses or sublicenses granted in the Ordinary Course of Business; (l) abandonment or lapse of or failure to maintain in full force and effect any material Company Intellectual Property governmental registration held by Company; (m) material damage, destruction or loss (whether or not covered by insurance) to its property; (n) capital investment in, or loan to, any other Person; (o) acceleration, termination, material modification to or cancellation of any Material Contract to which the Company is a party or by which it is bound; (p) except to the extent specifically set forth in Section 3.08(p) of the Disclosure Schedules, material capital expenditures in excess of $250,000 individually or $500,000 in the aggregate, each in any 12-month period; (q) imposition of any Encumbrance upon the Company’s capital stock or imposition of any Encumbrance (other than a Permitted Encumbrance) upon any of the Company’s properties or assets, tangible or intangible; (r) (i) material increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law, (ii) material change in the terms of employment for any employee or any termination without cause of any employee for which the aggregate costs and expenses with respect to all employees exceed $500,000, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor or consultant; (s) except in the Ordinary Course of Business, hiring or promoting of any person with a salary in excess of $200,000, demotion, termination without cause, or adoption, modification, or termination of any employment, severance, retention, or other agreement with any current or former employee, officer, director, independent contractor, or consultant; (t) adoption, modification or termination of any: (i) Benefit Plan or (ii) collective bargaining or other agreement with a Union, in each case whether written or oral; (u) loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its stockholders or current or former directors, officers and employees; (v) entry into a new line of business or abandonment or discontinuance of all or a material portion of the Business; (w) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (x) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $250,000, individually (in the case of a lease, per annum) or $500,000, in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory, supplies or equipment in the Ordinary Course of Business; (y) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other manner, any business or any Person or any division thereof; (z) action by the Company to make, change or rescind any Tax election, amend any Tax Return, or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of the Company or the Buyer in respect of any Post-Closing Tax Period; or (aa) contracting to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Except as set forth in Section 3.8 of the Disclosure Schedulesdisclosed on Schedule 4.10, since the Interim Vaporin Balance Sheet Date, and other than in the ordinary course of business consistent with past practice, except for any event that may have been caused by any Law, rules regulations or other requirements of any Governmental Authorities in response to the COVID-19 pandemic, there has not been, with respect to the Target Company and its SubsidiariesVaporin, any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the chartercertificate of incorporation, by-laws bylaws or other organizational documents of the Target CompanyVaporin; (c) split, combination or reclassification of any shares of its capital stock (or other equity securities)Vaporin Capital Stock; (d) issuance, sale or other disposition of any of its capital stock (or other equity securities) Vaporin Capital Stock, or grant of any optionsVaporin Options, warrants Warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock (or other equity securities) that have not been disclosed hereinCapital Stock; (e) declaration or payment of any dividends or distributions on or in respect of any of its capital stock (or other equity securities) Capital Stock or redemption, purchase or acquisition of its capital stock (or other equity securities)Capital Stock; (f) material change in any method of accounting or accounting practice of the Target CompanyVaporin, except as required by GAAP or as disclosed in the notes to the Financial Statements; (g) material change in the Target CompanyVaporin’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, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) entry into any Contract that would constitute a Material Contract; (i) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (j) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Vaporin Balance Sheet or cancellation of any debts or entitlementsentitlements except as incurred in the ordinary course of business consistent with past practice; (k) transfer, assignment or grant of any license or sublicense of any material rights under or with respect to any Target Company Intellectual Property Property; (l) material damage, destruction or Target Company IP Agreementsloss (whether or not covered by insurance) to its property; (m) any capital investment in, or any loan to, any other Person; (n) acceleration, termination, material modification to or cancellation of any Material Contract (including, but not limited to, any Material Contract) to which Vaporin is a party or by which it is, or its assets are, bound; (o) any material capital expenditures; (p) imposition of any Encumbrance (except for statutory liens) upon any of Vaporin’s properties, Capital Stock or assets, tangible or intangible; (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law, (ii) change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $50,000, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any employee, officer, director, independent contractor or consultant; (r) adoption, modification or termination of any: (i) employment, severance, retention or other agreement in an amount in excess of $50,000 with any current or former employee, officer, director, independent contractor or consultant, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (s) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its shareholders, directors, officers and employees or any Affiliate of any of the foregoing; (t) entry into a new line of business or abandonment or discontinuance of existing lines of business; (u) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (v) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $10,000, individually (in the case of a lease, per annum) or $50,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the ordinary course of business consistent with past practice; (w) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or Capital Stock of, or by any other manner, any business or any Person or any division thereof; (x) action by Vaporin to make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Vaporin in respect of any post-closing tax period; or (y) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Except as set forth in on Section 3.8 3.08 of the Disclosure Schedules, since the Balance Sheet Date, and other than in the ordinary course Ordinary Course of business consistent with past practiceBusiness or otherwise permitted by this Agreement, except for any event that may have been caused by any Lawincluding, rules regulations or other requirements of any Governmental Authorities in response without limitation, those provisions herein relating to the COVID-19 pandemicExcluded Assets, there has not been, with respect to any of the Target Company and its SubsidiariesCompanies, any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, had a Material Adverse Effect; (b) amendment of the charter, by-laws or other organizational documents of any of the Target CompanyCompanies; (c) split, combination or reclassification of any shares of its capital stock (or other equity securities)stock; (d) issuance, sale or other disposition of any of its capital stock (or other equity securities) stock, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock (or other equity securities) that have not been disclosed hereinstock; (e) declaration or payment of any dividends or distributions on or in respect of any of its capital stock (or other equity securities) or redemption, purchase or acquisition of its capital stock (or other equity securities)stock; (f) material change in any method of accounting or accounting practice of any of the Target CompanyCompanies, except as required by GAAP or applicable Law or as disclosed in the notes to the Financial Statements; (g) material change in any of the Target Company’s Companies’ cash management practices and or its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) entry into any Contract that would constitute a Material Contract; (i) incurrence, assumption or guarantee of any indebtedness for borrowed money money, except unsecured current obligations and Liabilities incurred in the ordinary course Ordinary Course of business consistent with past practiceBusiness; (ji) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Balance Sheet or cancellation Sheet, except in the Ordinary Course of any debts or entitlementsBusiness; (kj) transfer, assignment or grant of any license or sublicense of any material rights under or with respect to any Target Company Intellectual Property or Target Company IP AgreementsAgreements that are material to the business or operations of the Target Companies; (k) acceleration, termination, material modification to or cancellation of any Material Contract to which any of the Target Companies is a party or by which it is bound; (l) material capital expenditures, other than in the Ordinary Course of Business, including, without limitation, purchases of rental tools, inventory or supplies; (m) imposition of any Encumbrance other than Permitted Encumbrances upon any of the properties, capital stock or assets, tangible or intangible, of any of the Target Companies, other than in the Ordinary Course of Business; (n) material increase of the salary or other compensation of any officers, directors, consultants or independent contractors of the Target Companies, other than as provided for in any written Contracts or required by applicable Law; (o) (i) grant of any material bonuses, whether monetary or otherwise, or material increase in any wages, salary, severance, pension or other compensation or benefits in respect of any employees, officers, directors, independent contractors or consultants, other than annual pay raises in the Ordinary Course of Business or as provided for in any written agreements or required by applicable Law or (ii) action to accelerate the vesting or payment of any compensation or benefit for any employee, officer, director, independent contractor or consultant; (p) hiring or promoting any person except to fill a vacancy or in the Ordinary Course of Business; (q) adoption, termination or material modification of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant (other than in the Ordinary Course of Business), (ii) Benefit Plan or (iii) collective bargaining or other agreement with a Union,; (r) any loan to (or forgiveness of any loan to) any of its shareholders or current or former directors, officers and employees; (s) entry into a new line of business or abandonment or discontinuance of existing lines of business; (t) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; or (u) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of one hundred fifty thousand dollars ($150,000), individually (in the case of a lease, per annum) or five hundred thousand dollars ($500,000) in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), other than in the Ordinary Course of Business, including, without limitation, purchases of rental tools, inventory or supplies; (v) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other manner, any business or any Person or any division thereof; (w) action by any of the Target Companies to make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer in respect of any Post-Closing Tax Period; or (x) any Contract to do any of the foregoing or any other action that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Except as set forth in Section 3.8 of the Disclosure Schedules, since the Balance Sheet Date, and other than in the ordinary course of business consistent with past practice, except for any event that may have been caused by any Law, rules regulations or other requirements of any Governmental Authorities in response to the COVID-19 pandemic, there has not been, with respect to the Target Company and any its Subsidiaries, any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) except for the filing with the Secretary of State of the State of Delaware of three (3) certificates of validation and an amendment and restatement of the certificate of incorporation of the Company in a form acceptable to Parent, amendment of the chartercertificate of incorporation, by-laws bylaws or other organizational documents of the Target Companydocument; (c) split, combination combination, subdivision or reclassification of any shares of its capital stock (or any other equity securities)equities interests; (d) issuance, sale or other disposition of any of its capital stock (other than in connection with the exercise of Options or Warrants outstanding on the date of this Agreement as required by the terms of such Options or Warrants) or other equity securities) interests, or grant of any options, warrants warrants, restricted stock units, profits interests or other rights to purchase or obtain (including upon conversion, exchange exchange, exercise or exercisesettlement) any of its capital stock (or other equity securities) that have not been disclosed hereininterests; (e) except as required by the terms of the Preferred Stock and except for any dividends declared on the Preferred Stock prior to the Effective Date, declaration or payment of any dividends or distributions on or in respect of any of its capital stock (or other equity securities) interests or redemption, purchase or acquisition of its capital stock (or other equity securities)interests; (f) material change in any method of accounting or accounting practice of the Target Companypractice, except as required by GAAP or as disclosed in the notes to the Financial Statements; (g) material change in the Target Company’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, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) entry into any Contract that would constitute a Material Contract; (i) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practicemoney; (j) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Balance Sheet or cancellation of any debts or entitlements; (k) transfer, assignment or grant of any license or sublicense of any material rights under or with respect to any Target Company Intellectual Property or Target Company IP Agreements; (l) material damage, destruction or loss (whether or not covered by insurance) to property; (m) any capital investment in, or any loan to, any other Person; (n) acceleration, termination, material modification to or cancellation of any material Contract (including, but not limited to, any Material Contract) to which the Company or any of its Subsidiaries is a party or by which it is bound; (o) any material capital expenditures; (p) imposition of any Encumbrance upon any property, equity interests or asset, tangible or intangible; (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of current or former employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law, (ii) change in the material terms of employment for any employee or any termination of any employees, (iii) except as required by Section 2.9, action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor or consultant, or (iv) hiring or promoting of any person; (r) adoption, modification or termination of any (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (s) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of stockholders, members or current or former directors, managers, officers or employees; (t) entry into a new line of business or abandonment or discontinuance of existing lines of business; (u) except for the Merger, adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (v) purchase, lease or other acquisition of the right to own, use or lease any property or assets; (w) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other manner, any business or any Person or any division thereof; (x) action by the Company to make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Parent in respect of any Post-Closing Tax Period or Post-Closing Straddle Period; or (y) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Except as expressly contemplated by this Agreement or as set forth in on Section 3.8 3.08 of the Disclosure Schedules, since Since January 1, 2023, each of the Balance Sheet Date, Targets and other than Acquired Subsidiaries have operated in the ordinary course of business consistent with past practice, except for any event that may have been caused by any Law, rules regulations or other requirements of any Governmental Authorities in response to the COVID-19 pandemic, all material respects and there has not been, with respect to any of the Target Company and its Targets or Acquired Subsidiaries, any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) material amendment of the charter, by-laws laws, operating agreement, or other organizational documents of the Target CompanyOrganizational Documents; (c) split, combination or reclassification of any shares of its capital stock (or other equity securities)equity; (d) issuance, sale or other disposition of any of its capital stock (or other equity securities) equity, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock (or other equity securities) that have not been disclosed hereinequity; (e) declaration or payment of any dividends or distributions on or in respect of any of its capital stock (or other equity securities) or redemption, purchase or acquisition of its capital stock (or other equity securities)equity; (f) material change in any method of accounting or accounting practice of the Target Companypractice, except as required by GAAP or applicable Law or as disclosed in the notes to the Financial Statements; (g) material change in the Target Company’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, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) entry into any Contract that would constitute a Material Contract; (i) incurrence, assumption or guarantee of any indebtedness for borrowed money Indebtedness in an aggregate amount exceeding $100,000, except unsecured current obligations and Liabilities incurred in the ordinary course of business; (h) increase in the compensation of its Employees, other than as provided for in any written agreements or in the ordinary course of business; (i) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other manner, any business consistent with past practiceor any Person or any division thereof for consideration in excess of $250,000; (j) transfer, assignment, sale or other disposition adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the assets shown or reflected in the Balance Sheet or cancellation filing of any debts or entitlements;bankruptcy petition against it under any similar Law; or (k) transferany agreement to do any of the foregoing, assignment or grant any action or omission that would result in any of any license or sublicense of any material rights under or with respect to any Target Company Intellectual Property or Target Company IP Agreements;the foregoing.

Absence of Certain Changes, Events and Conditions. Except as set forth in Section 3.8 of the Disclosure Schedules, since Since the Balance Sheet Date, and other than in the ordinary course of business consistent with past practice, except for any event that may have been caused by any Law, rules regulations or other requirements of any Governmental Authorities in response to the COVID-19 pandemicas set forth on Schedule 3.08, there has not been, with respect to the Target Company and or any of its Subsidiaries, any: (a) eventEvent, occurrence or development that has had, or could would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment Amendment of the charter, by-laws bylaws or other organizational documents of the Target CompanyCompany or its Subsidiaries; (c) splitSplit, combination or reclassification of any shares of its capital stock (or other equity securities)stock; (d) issuanceIssuance, sale or other disposition of any of its capital stock (or other equity securities) than in connection with the exercise of Options outstanding on the date of this Agreement as required by the terms of such Options), or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock (or other equity securities) that have not been disclosed hereinstock; (e) declaration Declaration or payment of any dividends or distributions on or in respect of any of its capital stock (or other equity securities) or redemption, purchase or acquisition of its capital stock (or other equity securities)stock; (f) material Material change in any method of accounting or accounting practice of the Target CompanyCompany or its Subsidiaries, except as required by GAAP or as disclosed in the notes to the Financial Statements; (g) Entry into, acceleration, termination (other than natural expiration under the terms thereof), material change in the Target Company’s cash management practices and its policiesmodification to, practices and procedures with respect to collection of accounts receivableor cancellation of, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) entry into any Contract that would constitute a Material Contract, other than renewals of existing Contract on substantially the same terms as the predecessor Contract; (ih) incurrenceIncurrence, assumption or guarantee of any indebtedness for borrowed money over $500,000, except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (ji) transferTransfer, assignment, sale or other disposition of any of the material assets shown or reflected in the Balance Sheet Sheet, except for the sale or cancellation other disposition of any debts or entitlementsinventory in the ordinary course of business consistent with past practice and distributions of cash of the Company to equityholders of the Company; (kj) transferTransfer, assignment or grant of any license or sublicense of any material rights under or with respect to any Target Company Intellectual Property or Target Company IP AgreementsAgreements except non-exclusive licenses or sublicenses granted in the ordinary course of business consistent with past practice; (k) Abandonment or lapse of or failure to maintain in full force and effect any Company IP Registration; (l) Capital investment in, or any loan to, any other Person, other than trade receivables arising in the ordinary course of business consistent with past practice; (m) Capital expenditures expended by the Company over $250,000; (n) Imposition of any Encumbrance other than Permitted Encumbrances upon any of the properties, capital stock or material assets, tangible or intangible, of the Company or any of its Subsidiaries; (o) (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements, as required by applicable Law or pursuant to changes to base salary or wages for employees made in the ordinary course of business consistent with past practice, or (ii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor or consultant except as may be required by Section 2.08; (p) Adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any executive level employee, officer or director (other than as requested or authorized by Parent); (ii) Benefit Plan; or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (q) Loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its stockholders or current or former directors, officers, or employees; (r) Entry into a new line of business or abandonment or discontinuance of existing lines of business; (s) Adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (t) Purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $50,000, individually (in the case of a lease, per annum) or $200,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the ordinary course of business consistent with past practice; (u) Acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other manner, any business or any Person or any division thereof; (v) Action by the Company or any of its Subsidiaries to make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Parent in respect of any Post-Closing Tax Period; or (w) Contract or take any action to do any of the foregoing.

Absence of Certain Changes, Events and Conditions. Except as set forth in Section 3.8 of Since the Disclosure Schedules, since the Interim Balance Sheet Date, and other than in the ordinary course of business consistent with past practice, except for any event that may have been caused by any Law, rules regulations or other requirements of any Governmental Authorities in response to the COVID-19 pandemic, there has not been, with respect to the Target Company and or any of its Subsidiaries, any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the chartercertificate of formation, by-laws operating agreement or other organizational documents of the Target CompanyCompany or any of its Subsidiaries; (c) split, combination or reclassification of any shares of its capital stock (or other equity securities)membership interests; (d) issuance, sale or other disposition of any of its capital stock (or other equity securitiesits Subsidiary’s) membership interests, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock (or other equity securitiesits Subsidiary’s) that have not been disclosed hereinmembership interests; (e) declaration or payment of any dividends or distributions on or in respect of any of its capital stock (or other equity securities) membership interests or redemption, purchase or acquisition of its capital stock (or other equity securities)its Subsidiary’s) membership interests; (f) material change in any method of accounting or accounting practice of the Target CompanyCompany or any of its Subsidiaries, except as required by GAAP or as disclosed in the notes to the Financial StatementsStatements or as set forth in Section 3.05 or Section 3.07 of the Disclosure Schedules; (g) material change in the Target Company’s cash management practices and its policies, practices and procedures of the Company or any of its Subsidiaries with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) its or any of its Subsidiaries’ entry into any Contract that would constitute a Material Contract; (i) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (j) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Balance Sheet or cancellation of any debts or entitlements; (k) transfer, assignment or grant of any license or sublicense of any material rights under or with respect to any Target Company Intellectual Property or Target Company IP Agreements; (l) material damage, destruction or loss (whether or not covered by insurance) to its property (tangible or intangible) or assets, or any loss of, or material reduction in the volume of business from, any Material Customer; (m) any capital investment in, or any loan to, any other Person; (n) acceleration, termination, material modification to or cancellation of any material Contract (including, but not limited to, any Material Contract) to which the Company or any of its Subsidiaries is a party or by which they are bound; (o) any material capital expenditures; (p) imposition of any Encumbrance upon any of the properties, membership interests or assets, tangible or intangible, of the Company or any of its Subsidiaries; (q) (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law, (ii) change in the terms of employment for any employee or any termination of any employees, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor or consultant; (r) hiring or promoting any person as or to (as the case may be) an officer of the Company or any of its Subsidiaries or hiring or promoting any employee below officer except to fill a vacancy in the ordinary course of business, or the loss of any key employee, manager or officer; (s) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (t) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its holders of membership interests or current or former managers, officers and employees; (u) entry into a new line of business or abandonment or discontinuance of existing lines of business; (v) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (w) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $10,000, individually (in the case of a lease, per annum) or $10,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the ordinary course of business consistent with past practice; (x) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets, membership interests or stock of, or by any other manner, any business or any Person or any division thereof; (y) other than any elections disclosed in Section 3.07(y) of the Disclosure Schedules, action by the Company or any of its Subsidiaries to make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Parent in respect of any Post-Closing Tax Period; or (z) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Except as set forth in Section 3.8 of Since the Disclosure Schedules, since the Interim Balance Sheet Date, and other than in the ordinary course of business consistent with past practice, except for any event that may have been caused by any Law, rules regulations or other requirements of any Governmental Authorities in response to the COVID-19 pandemic, there has not been, with respect to the Target Company and its Subsidiaries, any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the charter, by-laws or other organizational documents of the Target Companydocuments; (c) split, combination or reclassification of any shares of its capital stock (or other equity securities)stock; (d) issuance, sale or other disposition of any of its capital stock (or other equity securities) or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock (or other equity securities) that have not been disclosed hereinstock; (e) declaration or payment of any dividends or distributions on or in respect of any of its capital stock (or other equity securities) or redemption, purchase or acquisition of its capital stock (or other equity securities)stock; (f) material change in any method of accounting or accounting practice of the Target Company, except as required by GAAP or as disclosed in the notes to the Financial Statements; (g) material change in the Target Company’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, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) entry into any Contract that would constitute a Material Contract; (i) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (ji) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Balance Sheet or cancellation of any debts or entitlements; (kj) transfer, assignment or grant of any license or sublicense of any material rights under or with respect to any Target Company Intellectual Property or Target Company IP AgreementsAgreements pursuant to a Material Contract; (k) material damage, destruction or loss (whether or not covered by insurance) to its property; (l) any material capital investment in, or any loan to, any other Person; (m) acceleration, termination, material modification to or cancellation of any material Contract (including, but not limited to, any Material Contract) to which the Company is a party or by which it is bound; (n) any material capital expenditures in excess of $100,000 as to a single expenditure or series of related expenditures; (o) imposition of any material Encumbrance upon any of the Company properties, capital stock or assets, tangible or intangible; (p) hiring or promoting any person as or to (as the case may be) an officer; (q) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former officer or director, (ii) Benefit Plan or (iii) collective bargaining or other agreement, in each case whether written or oral; (r) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its direct or indirect stockholders or current or former directors, officers and employees, excluding advances, reimbursements or per diem amounts paid for business expenses in the ordinary course of business; (s) entry into a material new line of business or abandonment or discontinuance of existing material lines of business; (t) except for the Merger, adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (u) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $100,000, individually (in the case of a lease, per annum) or $100,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the ordinary course of business consistent with past practice; (v) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other manner, any business or any Person or any division thereof; (w) action by the Company to make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Holdings in respect of any Post-Closing Tax Period; or (x) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Except as expressly contemplated by the Agreement, in connection with the Reorganization (including the transactions to be effected in connection therewith), or as set forth in on Section 3.8 4.09 of the Disclosure Schedules, since from the Interim Balance Sheet DateDate until the date of this Agreement, and other than the Company Group has operated in the ordinary course of business consistent with past practice, except for any event that may have been caused by any Law, rules regulations or other requirements of any Governmental Authorities in response to the COVID-19 pandemic, all material respects and there has not been, with respect to any member of the Target Company and its SubsidiariesGroup, any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, had a Material Adverse Effect; (b) amendment of the charter, by-laws or other organizational documents of the Target Companydocuments; (c) split, combination combination, recapitalization, reclassification, or reclassification of any shares of its capital stock (or other equity securities)like changes in capitalization; (d) issuance, sale sale, transfer, pledge, encumbrance, or other disposition of any of its capital stock (or other equity securities) Equity Interests, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock (or other equity securities) that have not been disclosed hereinEquity Interests; (e) declaration or payment of any dividends or distributions on or in respect of any of its capital stock (or other equity securities) or purchase, redemption, purchase or acquisition of its capital stock (or other equity securities)Equity Interests; (f) material change in any method of accounting or accounting practice of the Target CompanyCompany Group, except as required by GAAP or applicable Law or as disclosed in the notes to the Financial Statements; (g) material change in the Target Company’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, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) entry into any Contract that would constitute a Material Contract; (i) incurrence, assumption or guarantee of any indebtedness for borrowed money Debt in an aggregate amount exceeding $100,000, except unsecured current obligations and Liabilities liabilities incurred in the ordinary course of business consistent with past practicebusiness, (ii) subjecting of any properties or assets to any Encumbrances (other than Permitted Encumbrances), or (iii) making of any loans or advances to any third party; (jh) transfer, assignment, sale or other disposition of any of the assets shown or reflected on the Interim Balance Sheet, except in the Balance Sheet ordinary course of business and except for any assets having an aggregate value of less than $100,000; (i) (i) grant or cancellation announcement of any debts new incentive awards, equity or entitlementsequity-based compensation, bonus or similar compensation or any increase in the wages, salaries, compensation, bonuses, or incentives payable to any employee, officer or director of the Company Group or independent contractor providing similar services, (ii) establishment or increase or promise to increase any benefits under any Benefit Plan or any program, policy, or arrangement that would be a Benefit Plan if in effect as of the date hereof, (iii) adoption, amendment or termination of any employment agreement for an employee whose base salary or compensation is at least $100,000, (iv) implementation of any employee layoffs that could implicate the WARN Act, (v) hire or engagement of any individual on a full-time, part-time, consulting, independent contractor, or other basis, except for any employee with an annualized salary or equivalent compensation not in excess of $100,000, or (vi) grant any additional rights to severance, termination, change in control, retention or similar compensation or benefits or any director, officer, employee or independent contractor of the Company Group; (j) adoption, amendment or modification of any Benefit Plan or the administration thereof; (k) transferentrance into, assignment adoption, amendment, or grant termination of any license collective bargaining agreement, works council agreement, trade union agreement, employee representation agreement, or sublicense similar agreement or arrangement; (l) grant, increase in the rate or terms of, or acceleration of the timing or vesting of any compensation, fees, benefits, or other payments to any current or former employee, independent contractor, consultant or temporary employee; (m) entrance into, material amendment of or termination of any Material Contract or any Insurance Policy; (n) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or Equity Interests of, or by any other manner, any business or any Person or any division thereof; (o) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (p) waiver of any material claims or rights under of material value or entrance into any compromise, settlement or release with respect to any Target Company Proceeding, other than any settlement or release involving less than $100,000 that contemplates only the payment of money (which payment shall be fully paid prior to the Closing Date) without admission of wrongdoing or misconduct, without ongoing limits on the ownership, conduct or operation of the Business and results in a full and absolute release of the claims giving rise to such Proceeding; (q) sale, transfer, assignment, lease, license, sublicense, abandonment, permission to lapse or expire (other than expiration of registered Intellectual Property in accordance with its maximum statutory term) or Target Company IP Agreementsotherwise dispose of any Owned Intellectual Property; (r) permission of any Material Permit to lapse or expire; or (s) any agreement to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Except ‌ As at the date of this Agreement, except as set forth in Section 3.8 Schedule 5.13 of the Harvest Disclosure Schedules, since Schedules or as provided for in the Balance Sheet DateHarvest Public Reports, and other than (i) in the ordinary course of business consistent with past practice, except for any event that may have been caused or (ii) as otherwise contemplated by any Lawthis Agreement, rules regulations or other requirements of any Governmental Authorities in response to the COVID-19 pandemicsince September 30, 2018 there has not been, with respect to the Target Company and its SubsidiariesHarvest or any Harvest Subsidiary, any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Harvest Material Adverse Effect; (b) amendment of the its charter, by-laws or other organizational documents of the Target Companydocuments; (c) split, combination or reclassification of any shares of its capital stock (or other equity securities)stock; (d) issuance, sale or other disposition of any of its capital stock (or other equity securities) stock, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock (or other equity securities) that have not been disclosed hereinstock; (e) declaration or payment of any dividends or distributions on or in respect of any of its capital stock (or other equity securities) or redemption, purchase or acquisition of its capital stock (or other equity securities)stock; (f) material change in any method of its accounting or accounting practice of the Target Companypractice, except as required by GAAP IFRS or as disclosed in the notes to the Harvest Financial Statements;; or (g) material change in the Target Company’s its 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, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits;. (h) entry into any Contract that would constitute a Material Contract; (i) incurrence, assumption or guarantee of any indebtedness for borrowed money money, except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (ji) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Balance Sheet Harvest Financial Statements or cancellation of any debts or entitlements; (kj) transfer, assignment or grant of any license or sublicense of any material rights under or with respect to any Target Company Harvest Intellectual Property Property; (k) material damage, destruction or Target Company IP Agreementsloss (whether or not covered by insurance) to its property; (l) any capital investment in, or any loan to, any other Person; (m) acceleration, termination, material modification to or cancellation of any Material Contract to which it is a party or by which it is bound; (n) any material capital expenditures; (o) imposition of any Encumbrance upon any of Harvest or any Harvest Subsidiary or any of their material properties, or assets, whether tangible or intangible; (p) (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law or (ii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor or consultant; (q) adoption, modification or termination of any (i) employment, severance, retention or other agreement with any current executive officer or director, except as set forth in Section 5.13(q) of the Harvest Disclosure Schedules, (ii) benefit plan, or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (r) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its stockholders or current or former directors, officers and employees; (s) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other manner, any business or any Person or any division thereof; or (t) action by it to make, revoke or change any election in respect of Taxes, adopt or change any accounting method in respect of Taxes, enter into any Tax sharing, allocation, indemnification or similar agreement, enter into any closing agreement with any taxing authority, settle any material claim or assessment in respect of Taxes, consent to any extension or waiver of the limitation period applicable to any claim or assessment in respect of Taxes, apply for or pursue any Tax ruling, change any Tax identification number, execute any powers of attorney in respect of any Tax matter, file any amended Tax Return, or, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of ParentCo in respect of any Post-Closing Tax Period.

Absence of Certain Changes, Events and Conditions. Except as set forth in Section 3.8 of the Disclosure Schedules, since Since the Balance Sheet Date, and other than in connection with the ordinary course transactions contemplated by the Transaction Documents or in the Ordinary Course or as set forth in Section 3.8 of business consistent with past practice, except for any event that may have been caused by any Law, rules regulations or other requirements of any Governmental Authorities in response to the COVID-19 pandemicCorporation Disclosure Schedules, there has not beenbeen any of the following, with respect to the Target Company and its Subsidiaries, anyCorporation: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) other than to amend the Articles to create the Series 3 Preferred Share class, any amendment of the charterArticles, by-laws laws, unanimous shareholder agreement or other organizational constating documents of the Target CompanyCorporation; (c) split, combination consolidation or reclassification of any shares of its capital stock (or other equity securities)in the Corporation; (d) issuance, sale or other disposition of any of its capital stock (or other equity securities) shares in the Corporation, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock (or other equity securities) that have not been disclosed hereinshares in the Corporation; (e) declaration or payment of any dividends or distributions on or in respect of any of its capital stock (or other equity securities) shares in the Corporation or redemption, retraction, purchase or acquisition of its capital stock (or other equity securities)shares; (f) material change in any method of accounting or accounting practice of the Target CompanyCorporation, except as required by GAAP or as disclosed in the notes to the Financial Statements; (g) material change in the Target CompanyCorporation’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivableAccounts Receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivableAccounts Receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) entry into any Contract that would constitute a Material Contract; (i) incurrence, assumption or guarantee of any indebtedness Indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practiceOrdinary Course; (j) transfer, assignment, sale or other disposition of any of the assets Assets shown or reflected in the Balance Sheet or cancellation of any debts or entitlements; (k) transfer, assignment or grant of any license or sublicense of any material rights under or with respect to any Target Company Intellectual Property Corporation IP or Target Company Corporation IP Agreements; (l) material damage, destruction or loss (whether or not covered by insurance) to any of the Assets; (m) any capital investment in, or any loan to, any other Person; (n) acceleration, termination, material modification to or cancellation of any Material Contract to which the Corporation is a party or by which it is bound; (o) any material capital expenditures; (p) imposition of any Encumbrance upon any of the Shares or the Assets, tangible or intangible; (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former Employees, officers, directors, Independent Contractors or consultants, other than as provided for in any written agreements or required by applicable Law; (ii) change in the terms of employment for any Employee or any termination of any Employees for which the aggregate costs and expenses exceed $50,000; or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former Employee, officer, director, Independent Contractor or consultant; (r) hiring or promoting any individual as or to (as the case may be) any officer or any senior management position; (s) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former Employee, officer, director, Independent Contractor or consultant; (ii) Benefit Plan; or (iii) Collective Agreement, in each case, whether written or oral; (t) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its Related Parties; (u) entry into a new line of business or abandonment or discontinuance of existing lines of business; (v) adoption of any amalgamation, arrangement, reorganization, liquidation or dissolution or the commencement of any proceedings by the Corporation or its creditors seeking to adjudicate the Corporation as bankrupt or insolvent, making a proposal with respect to the Corporation under any Law relating to bankruptcy, insolvency, reorganization, arrangement or compromise of debts or similar laws, appointment of a trustee, receiver, receiver-manager, agent, custodian or similar official for the Corporation or for any substantial part of its Assets; (w) purchase, lease or other acquisition of the right to own, use or lease any Assets for an amount in excess of $20,000, individually (in the case of a lease, per annum) or $75,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of Inventory or supplies in the Ordinary Course; (x) acquisition by amalgamation or arrangement with, or by purchase of a substantial portion of the assets or shares of, or by any other manner, any business or any Person or any division thereof; (y) action by the Corporation to make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset or attribute of the Corporation; or (z) any Contract or commitment to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Except as set forth in Section 3.8 of expressly contemplated by the Disclosure SchedulesAgreement and the HU Transaction Documents, since from the Balance Sheet DateDate until the date of this Agreement, and other than the Seller has operated in the ordinary course of business consistent with past practice, except for any event that may have been caused by any Law, rules regulations or other requirements of any Governmental Authorities in response to the COVID-19 pandemic, all material respects and there has not been, with respect to the Target Company and its SubsidiariesSeller or AFT-Hungary, any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, had a Material Adverse Effect; (b) material amendment of the chartercharter or articles of organization, as the case may be, by-laws or limited liability company agreement or other organizational documents of Seller or AFT-Hungary, as the Target Companycase may be; (c) split, combination or reclassification of any shares of its capital stock (of the Seller or ownership interests or other equity securities)interest in AFT-Hungary; (d) issuance, sale or other disposition of any of its capital stock (or other equity securities) ownership interests, as the case may be, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock (or other equity securities) that have not been disclosed hereinownership interests, as the case may be; (e) declaration or payment of any dividends or distributions on or in respect of any of its capital stock (or other equity securities) ownership interests, as the case may be, or redemption, purchase or acquisition of its capital stock (or other equity securities)ownership interests, as the case may be; (f) material change in any method of accounting or accounting practice of the Target CompanySeller or AFT-Hungary, except as required by GAAP or applicable Law or as disclosed in the notes to the Financial Statements; (g) material change in the Target Company’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, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) entry into any Contract that would constitute a Material Contract; (i) incurrence, assumption or guarantee of any indebtedness for borrowed money in an aggregate amount exceeding Material Contract Value, except unsecured current obligations and Liabilities liabilities incurred in the ordinary course of business consistent with past practicebusiness; (jh) transfer, assignment, sale or other disposition of any of the assets shown or reflected on the Balance Sheet, except in the Balance Sheet ordinary course of business and except for any assets having an aggregate value of less than Material Contract Value; (i) increase in the compensation of its Employees, other than as provided for in any written agreements or cancellation in the ordinary course of business; (j) adoption, amendment or modification of any debts or entitlementsBenefit Plan, the effect of which in the aggregate would increase the obligations of AFT-Hungary by more than five percent of its existing annual obligations to such plans; (k) transferacquisition by merger or consolidation with, assignment or grant by purchase of a substantial portion of the assets or stock of, or by any other manner, any business or any Person or any division thereof for consideration in excess of Material Contract Value; (l) adoption of any license plan of merger, consolidation, reorganization, liquidation or sublicense dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any material rights bankruptcy petition against it under any similar Law; or (m) any agreement to do any of the foregoing, or with respect to any Target Company Intellectual Property action or Target Company IP Agreements;omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Except as set forth in on Section 3.8 3.10 of the Disclosure SchedulesSchedules and except for the Charter Amendment, Pre-Merger Purchase, and Short-Form Merger, since the Interim Balance Sheet Date, and other than the business of the Company Parent has been conducted in the ordinary course of business consistent with past practice, except for any event that may have been caused by any Law, rules regulations or other requirements of any Governmental Authorities in response to the COVID-19 pandemic, and there has not been, with respect to the Target Company and its SubsidiariesParent, any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the charter, by-laws or other organizational documents of the Target CompanyCompany or the Company Parent; (c) split, combination or reclassification of any shares of its capital stock (or other equity securities)stock; (d) issuance, sale or other disposition of any of its capital stock (or other equity securities) or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock (or other equity securities) that have not been disclosed hereinstock; (e) declaration or payment of any dividends or distributions on or in respect of any of its capital stock (or other equity securities) or redemption, purchase or acquisition of its capital stock (or other equity securities)stock; (f) material change in any method of accounting or accounting practice of the Target CompanyCompany or the Company Parent, except as required by GAAP or as disclosed in the notes to the Financial Statements; (g) material change in the Target Company’s or the Company Parent’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, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) entry into any Contract that would constitute a Material Contractintentionally omitted; (i) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (j) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Balance Sheet or cancellation of any debts or entitlementsentitlements other than in the ordinary course of business; (k) transfer, transfer or assignment of or grant of any license or sublicense of any material rights under or with respect to any Target Company Intellectual Property or Target Company IP AgreementsAgreements except non-exclusive licenses or sublicenses granted in the ordinary course of business consistent with past practice; (l) abandonment or lapse of or failure to maintain in full force and effect any material Company IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality or value of any Trade Secrets included in the Company Intellectual Property; (m) material damage, destruction or loss (whether or not covered by insurance) to its property; (n) capital investment in, or loan to, any other Person; (o) acceleration, termination, material modification to or cancellation of any Material Contract to which the Company Parent is a party or by which it is bound; (p) material capital expenditures; (q) imposition of any Encumbrance upon any of the Company Parent properties, capital stock or assets, tangible or intangible; 44 (r) unless in the ordinary course of business and consistent with past practice and not, individually or in the aggregate, material, (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law, (ii) change in the terms of employment for any employee, to the extent relating to compensation and or benefits for which the aggregate costs and expenses exceed $250,000 or any termination of any employees, except for cause, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor or consultant; (s) hiring or promoting of any person as or to (as the case may be) an officer or hiring or promoting any employee that directly reports to an officer except to fill a vacancy in the ordinary course of business; (t) except as required by applicable law, adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (u) loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its stockholders or current or former directors, officers and employees; (v) entry into a new line of business or abandonment or discontinuance of existing lines of business; (w) except for the Short-Form Merger, adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (x) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $200,000, individually (in the case of a lease, per annum) or $250,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the ordinary course of business consistent with past practice; (y) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other manner, any business or any Person or any division thereof; (z) action by the Company Parent to make, change or rescind any material Tax election, amend any material Tax Return in any material respect or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of materially increasing the Tax liability or materially reducing any Tax asset of Buyer in respect of any Post-Closing Tax Period; or (aa) Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. (a) Except (x) as set forth in the Parent Financial Statements as of the Parent Balance Sheet Date (including the notes thereto), (y) as set forth in Section 3.8 5.8 of the Parent Disclosure Schedules, since Schedules or (z) as arising in the Ordinary Course of Business from the Parent Balance Sheet Date, and other than in Date until the ordinary course date of business consistent with past practice, except for any event that may have been caused by any Law, rules regulations or other requirements of any Governmental Authorities in response to the COVID-19 pandemicthis Agreement, there has not been, with respect to the Target Company Parent and each of its Subsidiaries, any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (bi) amendment of the charter, by-laws or other organizational documents of the Target CompanyParent; (cii) declaration, setting aside, or payment of any dividends or distributions on or in respect of any of its capital stock or any direct or indirect redemption, purchase or acquisition of its capital stock; (iii) split, combination or reclassification of any shares of its capital stock (or other equity securities)stock; (div) issuance, sale or other disposition of any of its capital stock (or other equity securities) or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock (or other equity securities) that have not been disclosed hereinstock; (ev) declaration incurrence, assumption, prepayment, amendment or payment guarantee of any dividends Indebtedness except unsecured current obligations and Liabilities incurred in the Ordinary Course of Business in an amount that does not exceed $10,000,000, or distributions on or in respect of any of its capital stock (or other equity securities) or redemptionloan to any Person, purchase or acquisition of its capital stock (or other equity securities)provided, that Parent may pay any amounts due under the OCM Bunker Contracts; (fvi) material change in any method of financial or Tax accounting or accounting practice of the Target CompanyParent or any of its Subsidiaries, except as required by GAAP or as disclosed in the notes to the Parent Financial Statements; (gvii) action by Parent or any of its Subsidiaries to (i) make, change or rescind any material change in the Target Company’s cash management practices and its policiesTax election, practices and procedures (ii) amend any Tax Return with respect to collection material Taxes or (iii) take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction inconsistent with prior practice, in each case, with respect to Taxes and that would have the effect of accounts receivablematerially increasing the Tax liability or materially reducing any Tax asset of Parent, establishment or any of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer depositsits Subsidiaries; (hviii) entry into adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any Contract that would constitute current or former employee, officer, director, independent contractor or consultant, (ii) Employee Benefit Plan or (iii) collective bargaining or other agreement with a Material Contractlabor union, in each case whether written or oral; (i) incurrence, assumption or guarantee grant of any indebtedness bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultants, other than (w) the taking of any necessary steps (including seeking shareholder approval) to implement the New Parent Employee Plan and Parent’s performance of its obligations pursuant to any grants thereunder, (x) as provided for borrowed money except unsecured current obligations and Liabilities incurred in any written agreements in existence on the date of this Agreement, (y) in the ordinary course Ordinary Course of business consistent with past practiceBusiness or (z) as required by change in applicable Law, (ii) change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $3,000,000 or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor or consultant; (jx) hiring or promoting any person as or to (as the case may be) an officer; (xi) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $100,000, individually (in the case of a lease, per annum) or $500,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the Ordinary Course of Business; (xii) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other manner, any business or any Person or any division thereof; (xiii) any capital investment in, or any loan to, any Third Party; (xiv) transfer, assignment, sale sale, abandonment or other disposition of any of the assets shown or reflected in the Parent Balance Sheet or cancellation of any debts or entitlements; (kxv) transfer, assignment or grant imposition of any license Lien upon any of Parent’s properties, capital stock or sublicense assets, tangible or intangible; (xvi) acceleration, termination, cancellation of or material modification to any Parent Material Contract, or entry into any Contract that would constitute a Parent Material Contract (including entry into any Charter Contracts or pooling arrangement); (xvii) any loan to (or forgiveness of any loan to), advance or entry into any other transaction with, any of its shareholders or current or former directors, officers and employees; (xviii) except for the Merger, adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (xix) commence or settle any material action or waive or modify any claims or rights of substantial value; (xx) entry into any settlement, conciliation or similar agreement with any Governmental Authority; (xxi) material damage, destruction or loss (whether or not covered by insurance) to its property (including the Parent Vessels); (xxii) cancellation or termination of any of the Company’s or its Subsidiary’s material insurance policies or allowance of any material rights coverage thereunder to lapse (unless at substantially the same time as such termination, cancellation or lapse, replacement policies providing coverage substantially equal to or greater than the coverage under such canceled, terminated or lapsed insurance policies are in full force and effect); (xxiii) any material capital expenditures; (xxiv) entry into a new line of business or abandonment or discontinuance of existing lines of business; and (xxv) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing. (b) Since the Parent Balance Sheet Date, there has not been, with respect to Parent and each of its Subsidiaries, any Target Company Intellectual Property event, occurrence or Target Company IP Agreements;development that has had, or would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

Absence of Certain Changes, Events and Conditions. Except as set forth in Section 3.8 of Since January 1, 2022, the Disclosure Schedules, since the Balance Sheet Date, and other than Business has been conducted in the ordinary course of business consistent with past practice, except for any event that may have been caused by any Law, rules regulations or other requirements of any Governmental Authorities in response to the COVID-19 pandemic, and there has not been, with respect to the Target Company and its Subsidiaries, been any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effectmaterial adverse effect on (i) the business, results of operations, condition (financial or otherwise), or assets of Seller, or (ii) the value of the Purchased Assets; (b) amendment of the charter, by-laws or other organizational documents of the Target Company; (c) split, combination or reclassification of any shares of its capital stock (or other equity securities); (d) issuance, sale or other disposition of any of its capital stock (or other equity securities) or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock (or other equity securities) that have not been disclosed herein; (e) declaration or payment of any dividends or distributions on or in respect of any of its capital stock (or other equity securities) or redemption, purchase or acquisition of its capital stock (or other equity securities); (f) material change in any method of accounting or accounting practice of for the Target CompanyBusiness, except as required by GAAP the United States generally accepted accounting principles in effect from time to time or as disclosed in the notes to the Financial Statements; (gc) material change in the Target Company’s cash management practices and its policiescancellation of any debts or claims or amendment, practices and procedures termination or waiver of any rights constituting Purchased Assets; (d) transfer or assignment of or grant of any license or sublicense under or with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; any Intellectual Property Assets or Intellectual Property Agreements (h) entry into any Contract that would constitute a Material Contract; (i) incurrence, assumption except non-exclusive licenses or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred sublicenses granted in the ordinary course of business consistent with past practice); (je) transferexcept as otherwise indicated on Section 3.11(a) of the Disclosure Schedules abandonment or lapse of or failure to maintain in full force and effect any Intellectual Property Registration, assignment, sale or other disposition failure to take or maintain reasonable measures to protect the confidentiality or value of any of the assets shown or reflected material trade secrets included in the Balance Sheet Intellectual Property Assets; (f) acceleration, termination, material modification to or cancellation of any debts Assigned Contract or entitlementspermit; (kg) transfer, assignment or grant imposition of any license or sublicense Encumbrance upon any of the Purchased Assets; (h) adoption of any material rights plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or with respect state bankruptcy Law or consent to the filing of any Target Company Intellectual Property bankruptcy petition against it under any similar Law; or (i) Contract to do any of the foregoing, or Target Company IP Agreements;any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Except as expressly contemplated by the Agreement or as set forth in Section 3.8 3.08 of the Disclosure Schedules, since from December 31, 2016 until the Balance Sheet Datedate of this Agreement, and other than the Company Group has operated in the ordinary course Ordinary Course of business Business consistent with past practice, except for any event that may have been caused by any Law, rules regulations or other requirements of any Governmental Authorities practices in response to the COVID-19 pandemic, all material respects and there has not been, with respect to any member of the Target Company and its SubsidiariesGroup, any: (a) event, occurrence occurrence, change, effect or development that that, individually or in combination with any other event, occurrence, change, effect or development, has had, had or could would reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect; (b) amendment of the charter, by-laws or other organizational documents of any member of the Target CompanyCompany Group; (c) split, combination or reclassification of any shares of its the capital stock (or other equity securities)of any member of the Company Group; (d) issuance, sale or other disposition of any of its capital stock (or other equity securities) stock, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock (or other equity securities) that have not been disclosed hereinof any member of the Company Group; (e) declaration or payment of any dividends or distributions on or in respect of any of its capital stock (or other equity securities) or redemption, purchase or acquisition of its capital stock (of any member of the Company Group, except for tax dividends that the Company determines are reasonably necessary to enable the Seller to pay Taxes or other equity securities)estimated Taxes on income of the Company; (f) material change in any method of accounting accounting, cash management practice or accounting practice of the Target CompanyCompany Group, except as required by GAAP or applicable Law or as disclosed in the notes to the Financial Statements; (g) material change in the Target Company’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, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) entry into any Contract that would constitute a Material Contract; (i) incurrence, assumption or guarantee of any indebtedness for borrowed money in an aggregate amount exceeding $100,000.00, except unsecured current obligations and Liabilities liabilities incurred in the ordinary course Ordinary Course of business consistent with past practiceBusiness; (jh) transfer, assignment, sale or other disposition of any of the assets shown or reflected on the Balance Sheet, except in the Balance Sheet or cancellation Ordinary Course of Business and except for any assets having an aggregate value of less than $100,000.00; (i) increase in the compensation of any debts current or entitlementsformer Employees (except in the Ordinary Course of Business); (j) closure of any facility or other layoff of employees that could implicate the WARN Act; (k) adoption, amendment, termination or modification of any Benefit Plan; (l) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other manner, any business or any Person or any division thereof for consideration in excess of $100,000.00; (m) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (n) failure to pay or perform any of its material obligations when and to the extent due, other than pursuant to a good faith defense or right of set off; (o) entering into, amendment or termination of any Material Contract, notice of termination (or, to the Seller’s Knowledge, any threat of termination) of or default under any Material Contract or written notice from another Person that any such Material Contract is unenforceable, or changes in any significant respect to any business practice (in anticipation of the transactions contemplated hereby or otherwise); (p) disclosure of any trade secret or Confidential Information to any Person except on terms requiring that Person to maintain the confidentiality of, and preserving all rights of the Company Group in, such Confidential Information; (q) any material damage, destruction or other casualty loss with respect to material property owned by the Company Group or waiver of any rights of material value; (r) incurrence, authorization or commitment to make any capital expenditure (or series of related capital expenditures) that exceeds $100,000 in the aggregate; (i) election or changes to any election in respect of Taxes, (ii) adoption or change to any method of accounting or annual reporting, (iii) settlement or compromise of any federal, state, local or non-U.S. Tax Liability, claim or assessment, (iv) filing any amended Tax return, (v) entering into any closing agreement relating to any Tax, (vi) agreement to an extension or waiver of a statute of limitations period applicable to any Tax claim or assessment, (vii) failure to pay any Tax when due and payable, (viii) surrender of any right to claim a Tax refund or (ix) any other similar action relating to the filing of any Tax Return or the payment of any Tax; (t) failure to maintain in full force and effect any insurance policy in effect, except for any policy replaced by a new or successor policy of substantially similar coverage; (u) institution of (or receipt of notice of any institution of) any material litigation, settlement or agreement to settle any material litigation, action, proceeding or investigation before any Governmental Authority; (v) (x) transfer, assignment termination, cancellation or grant material adverse amendment to any Permit (whether voluntary or involuntary), (y) receipt of notice of termination, revocation, cancellation or material adverse amendment of the terms of any license Permit (whether voluntary or sublicense involuntary), or (z) violation of the terms of any material rights under Permit; or (w) any agreement to do any of the foregoing, or with respect to any Target Company Intellectual Property action or Target Company IP Agreements;omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Except as expressly contemplated by this Agreement or the MTA or as set forth in on Section 3.8 3.03 of the Disclosure SchedulesSchedule, since from the Balance Sheet DateDate until the date of this Agreement, and other than CTP has operated in the ordinary course Ordinary Course of business consistent with past practice, except for any event that may have been caused by any Law, rules regulations or other requirements of any Governmental Authorities Business in response to the COVID-19 pandemic, all material respects and there has not been, with respect to the Target Company and its Subsidiaries, any:been any (whether effected by CTP directly or indirectly): (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the charter, by-laws certificate of incorporation or bylaws or other similar organizational documents of the Target CompanyCTP; (c) split, combination or reclassification of any shares of its the capital stock (or other equity securities)of CTP; (d) issuance, sale or other disposition of any of its the capital stock (or other equity securities) stock, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its the capital stock (or other equity securities) that have not been disclosed hereinof CTP; (e) declaration or payment of any dividends or distributions on or in respect of any of its the capital stock of CTP (other than dividends or other equity securitiesdistributions declared or paid by CTP in the Ordinary Course of Business) or redemption, purchase or acquisition of its the capital stock (or other equity securities)of CTP; (f) material change in any method of accounting or accounting practice of the Target CompanyCTP, except as required by GAAP or applicable Law or as disclosed in the notes to the Financial Statements; (g) material change incurrence, assumption or guarantee by CTP of any Indebtedness in an aggregate amount exceeding $100,000, except borrowings under existing credit facilities set forth in the Target Company’s cash management practices Disclosure Schedule and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer depositsany Indebtedness which constitutes Closing Indebtedness; (h) entry into any Contract that would constitute a Material Contract; sale, lease, license, encumbrance (i) incurrenceother than those arising by operation of law), assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (j) transfer, assignment, sale transfer or other disposition of any of the assets shown or reflected on the Interim Balance Sheet, except sales of inventory in the Balance Sheet Ordinary Course of Business and except for assets having an aggregate value of less than $100,000 during such period of time; (i) increase in the compensation, bonuses, termination pay, or cancellation other material benefits of Employees, except (A) as required under applicable Law or existing collective bargaining agreements or the Contracts set forth on Section 3.04(a)(viii) of the Disclosure Schedule, (B) as required pursuant to the Benefit Plans, or (C) salary and bonuses with respect to Employees, which were made in the Ordinary Course of Business; (j) adoption, amendment or modification, in each case, except as required by Law, of any debts or entitlementsBenefit Plan; (k) transferacquisition by merger or consolidation with, assignment or grant by purchase of a substantial portion of the assets or stock of, or by any other manner, any business or any Person or any division thereof by CTP; (l) adoption of any license plan of merger, consolidation, reorganization, complete or sublicense partial liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law by or against CTP; (m) entry into any material Tax election related to the Transportation Products Business or the CTP Assets or consent to any extension of the limitations period for the assessment of any Tax related to the Transportation Products Business or the CTP Assets; (n) cancellation or termination of its current insurance policies or lapse in coverage thereunder, except for such terminations, cancellations or lapses in which replacement policies providing coverage equal to or greater than the coverage under the canceled, terminated or lapsed policies for substantially similar premiums are substituted; (o) termination (including through failing to exercise renewal rights) or waiver of any material rights under or with respect to any Target Company Material Contract or entry into a new Material Contract (including through renewing an existing Contract), except customer and supplier Contracts made or renewed in the Ordinary Course of Business; (p) entry into any agreement containing any provision or covenant restricting in any material respect the Transportation Products Business; (q) lapse or abandonment of or failure to maintain any TP Intellectual Property (except in the Ordinary Course of Business) or Target Company IP Agreementsthe license, assignment, sale or transfer of the TP Intellectual Property; (r) settlement of any material litigation, investigation, arbitration, proceeding or other claim involving or against CTP or the Transportation Products Business, other than settlements, offers or proposals to settle made in the Ordinary Course of Business; (s) obligation or liability with respect to capital expenditures that require amounts greater than $4,000,000 in the aggregate to be expended after the CTP Closing Date; (t) loans, advances or capital contributions by CTP to, or investments by CTP in, any other Person, other than in the ordinary course of business and having an aggregate value of less than $100,000; or (u) agreement by CTP to do any of the foregoing, or any action or omission by CTP that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. (a) Except as set forth in on Section 3.8 3.08 of the Disclosure Disclosures Schedules, since the Balance Sheet Date, and other than in the ordinary course of business consistent with past practice, except for any event that may have been caused by any Law, rules regulations or other requirements of any Governmental Authorities in response to the COVID-19 pandemic, there has not been, with respect to the Target Company and its SubsidiariesCompany, any: (ai) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, had a Material Adverse Effect; (bii) amendment of the charter, by-laws or other organizational documents Organizational Documents of the Target Company; (ciii) split, combination or reclassification of any shares of its capital stock (or other equity securities)membership interests in the Company; (div) issuance, sale or other disposition of, or creation of any of its capital stock (or other equity securities) Encumbrance on, any membership interests in the Company, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock (or other equity securities) that have not been disclosed hereinmembership interests in the Company; (ev) declaration or payment of any dividends or distributions on or in respect of any of its capital stock (or other equity securities) membership interests in the Company or redemption, purchase or acquisition of its capital stock (or other equity securities)any of the Company’s outstanding membership interests; (fvi) material change in any method of accounting or accounting practice of the Target Company, except as required by GAAP or as disclosed in the notes to the Financial Statements; (gvii) material change in the Target Company’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, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (hviii) entry into any Contract that would constitute a Material ContractContract or acceleration, termination, material modification to or cancellation of any Material Contract to which the Company is a party or by which it is bound; (iix) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (jx) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Balance Sheet or cancellation of any debts or entitlements; (kxi) transfer, transfer or assignment of or grant of any license or sublicense of any material rights under or with respect to any Target Company Intellectual Property or Target Company IP AgreementsAgreements except non-exclusive licenses or sublicenses granted in the ordinary course of business consistent with past practice; (xii) abandonment or lapse of or failure to maintain in full force and effect any Company IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality of any Trade Secrets included in the Company Intellectual Property; (xiii) material damage, destruction or loss (whether or not covered by insurance) to its property; (xiv) any capital investment in, or any loan to, any other Person; (xv) any material capital expenditures; (xvi) imposition of any Encumbrance upon any of the Company’s properties or assets, tangible or intangible; (A) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, managing member, independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law, in each case, other than in the ordinary course of business consistent with past practice and immaterial in amount either individually or in the aggregate; (B) change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $20,000; or (C) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, managing member, independent contractor or consultant; (xviii) hiring or promoting any person as or to (as the case may be) an officer or hiring or promoting any employee below officer except to fill a vacancy in the ordinary course of business (other than in the ordinary course of business consistent with past practice and not involving promotion of any non-officer to an officer role); (xix) other than in the ordinary course of business consistent with past practice, adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, managing member, independent contractor or consultant, (ii) Benefit Plan (except as required by applicable Law) or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (xx) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its members or current or former managing member, officers and employees; (xxi) entry into a new line of business or abandonment or discontinuance of existing lines of business; (xxii) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (xxiii) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $50,000, individually (in the case of a lease, per annum) or $50,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the ordinary course of business consistent with past practice; (xxiv) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets, stock or other equity of, or by any other manner, any business or any Person or any division thereof; (xxv) action by the Company to make, change or rescind any material Tax election, or amend any material Tax Return; or (xxvi) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Except as set forth in Section 3.8 of expressly contemplated by the Disclosure SchedulesAgreement, since from the Balance Sheet DateDate until the date of this Agreement, and other than the Seller has operated in the ordinary course of business consistent with past practice, except for any event that may have been caused by any Law, rules regulations or other requirements of any Governmental Authorities in response to the COVID-19 pandemic, all material respects and there has not been, with respect to the Target Company and its SubsidiariesSeller or any of the Subsidiary LLCs, any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, had a Material Adverse Effect; (b) material amendment of the chartercharter or articles of organization, as the case may be, by-laws or limited liability company agreement or other organizational documents of Seller or any Subsidiary LLC, as the Target Companycase may be; (c) split, combination or reclassification of any shares of its capital stock (of the Seller or ownership interests or other equity securities)interest in any Subsidiary LLC; (d) issuance, sale or other disposition of any of its capital stock (or other equity securities) ownership interests, as the case may be, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock (or other equity securities) that have not been disclosed hereinownership interests, as the case may be; (e) declaration or payment of any dividends or distributions on or in respect of any of its capital stock (or other equity securities) ownership interests, as the case may be, or redemption, purchase or acquisition of its capital stock (or other equity securities)ownership interests, as the case may be; (f) material change in any method of accounting or accounting practice of the Target CompanySeller or Subsidiary LLC, except as required by GAAP or applicable Law or as disclosed in the notes to the Financial Statements; (g) material change in the Target Company’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, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) entry into any Contract that would constitute a Material Contract; (i) incurrence, assumption or guarantee of any indebtedness for borrowed money in an aggregate amount exceeding Material Contract Value, except unsecured current obligations and Liabilities liabilities incurred in the ordinary course of business consistent with past practicebusiness; (jh) transfer, assignment, sale or other disposition of any of the assets shown or reflected on the Balance Sheet, except in the Balance Sheet ordinary course of business and except for any assets having an aggregate value of less than Material Contract Value; (i) increase in the compensation of its Employees, other than as provided for in any written agreements or cancellation in the ordinary course of business; (j) adoption, amendment or modification of any debts or entitlementsBenefit Plan, the effect of which in the aggregate would increase the obligations of any of the Subsidiary LLCs by more than five percent of its existing annual obligations to such plans; (k) transferacquisition by merger or consolidation with, assignment or grant by purchase of a substantial portion of the assets or stock of, or by any other manner, any business or any Person or any division thereof for consideration in excess of Material Contract Value; (l) adoption of any license plan of merger, consolidation, reorganization, liquidation or sublicense dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any material rights bankruptcy petition against it under any similar Law; or (m) any agreement to do any of the foregoing, or with respect to any Target Company Intellectual Property action or Target Company IP Agreements;omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Except as expressly contemplated by this Agreement or the MTA or as set forth in on Section 3.8 3.03 of the Disclosure SchedulesSchedule, since from the Balance Sheet DateDate until the date of this Agreement, and other than Seller has operated its portion of the Transportation Products Business in the ordinary course Ordinary Course of business consistent with past practice, except for any event that may have been caused by any Law, rules regulations or other requirements of any Governmental Authorities Business in response to the COVID-19 pandemic, all material respects and there has not been, with respect to the Target Company and its Subsidiaries, been any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the charter, by-laws or other organizational documents Organizational Documents of the Target CompanySeller; (c) split, combination or reclassification of any shares equity interests of its capital stock (or other equity securities)Seller; (d) issuance, sale or other disposition of any of its capital stock (or other the equity securities) interests, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock (or other the equity securities) that have not been disclosed hereininterests of Seller; (e) declaration or payment of any dividends or distributions on or in respect of any of its capital stock (or other equity securities) or redemption, purchase or acquisition of its capital stock (or other equity securities); (f) material change in any method of accounting or accounting practice of the Target CompanySeller, except as required by GAAP or applicable Law or as disclosed in the notes to the Financial Statements; (g) material change in the Target Company’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, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) entry into any Contract that would constitute a Material Contract; (if) incurrence, assumption or guarantee by Seller of any indebtedness for borrowed money Indebtedness in an aggregate amount exceeding $100,000 (or the equivalent amount in CAD), except unsecured current obligations and Liabilities incurred borrowings under existing credit facilities set forth in the ordinary course of business consistent with past practiceDisclosure Schedule and any Indebtedness which constitutes Closing Indebtedness; (jg) transfersale, assignmentlease, sale license, transfer or other disposition of any of the assets shown or reflected on the Interim Balance Sheet, except sales of inventory in the Balance Sheet Ordinary Course of Business and except for assets having an aggregate value of less than $100,000 (or cancellation the equivalent amount in CAD) during such period of time; (h) increase in the compensation, bonuses, termination pay or other material benefits of Employees, except (A) as required under applicable Law or any Contract, (B) as required pursuant to the Benefit Plans or (C) salary or bonuses with respect to Employees, which were made in the Ordinary Course of Business. (i) adoption, amendment or modification, in each case, except as required by Law, of any debts Benefit Plan; (j) acquisition by merger or entitlementsconsolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other manner, any business or any Person or any division thereof by Seller, which assets or stock is used in or related to the Transportation Products Business; (k) transfer, assignment or grant adoption of any license plan of merger, consolidation, reorganization, complete or sublicense partial liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law by or against Seller; (l) entry by Seller into any material Tax election related to its portion of the Transportation Products Business or the Canada Assets or consent to any extension of the limitations period for the assessment of any Tax related to Seller’s portion of the Transportation Products Business or the Canada Assets; (m) cancellation or termination by Seller of its current insurance policies or lapse in coverage thereunder, except for such terminations, cancellations or lapses in which replacement policies providing coverage equal to or greater than the coverage under the canceled, terminated or lapsed policies for substantially similar premiums are substituted; (n) termination (including through failing to exercise renewal rights) or waiver of any material rights under with respect to any Assigned Contract or Material Contract or entry into a new Material Contract (including through renewing an existing Contract), except customer and supplier Contracts made or renewed in the Ordinary Course of Business; (o) entry by Seller into any agreement containing any provision or covenant restricting in any material respect the Transportation Products Business; (p) lapse of any material Seller Intellectual Property (except for such lapses resulting from the exercise of reasonable business judgment or with respect to pending applications abandoned based on obstacles in prosecution) or the license, assignment, sale or transfer of any Target Company material Seller Intellectual Property Property, except any license, assignment, sale or Target Company IP Agreementstransfer in the Ordinary Course of Business; (q) settlement of any material litigation, investigation, arbitration, proceeding or other claim involving or against Seller or the Transportation Products Business, other than settlements, offers or proposals to settle made in the Ordinary Course of Business; (r) obligation or liability with respect to capital expenditures that require amounts greater than $1,000,000 in the aggregate to be expended after the Canada Closing Date; (s) loans, advances or capital contributions by Seller to, or investments by Seller in, any other Person, other than in the Ordinary Course of Business and having an aggregate value of less than $100,000; or (t) agreement by Seller to do any of the foregoing, or any action or omission by Seller that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Except as set forth in Section 3.8 of expressly contemplated by this Agreement, from the Disclosure Schedules, since the Interim Balance Sheet DateDate until the date of this Agreement, Seller has operated the Business in the ordinary course of business in all material respects and there has not been, with respect to the Business, and other than in the ordinary course of business consistent with past practice, except for any event that may have been caused by any Law, rules regulations or other requirements of any Governmental Authorities in response to the COVID-19 pandemic, there has not been, with respect to the Target Company and its Subsidiaries, any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, had a Material Adverse Effect; (b) amendment of the charter, by-laws or other organizational documents of the Target Company; (c) split, combination or reclassification of any shares of its capital stock (or other equity securities); (d) issuance, sale or other disposition of any of its capital stock (or other equity securities) or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock (or other equity securities) that have not been disclosed herein; (e) declaration or payment of any dividends or distributions on or in respect of any of its capital stock (or other equity securities) or redemption, purchase or acquisition of its capital stock (or other equity securities); (f) material change in any method of accounting or accounting practice of the Target Company, except as required by GAAP or as disclosed in the notes to the Financial Statements; (g) material change in the Target Company’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, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) entry into any Contract that would constitute a Material Contract; (i) incurrence, assumption or guarantee incurrence of any indebtedness for borrowed money in connection with the Business in an aggregate amount exceeding $25,000, except unsecured current obligations and Liabilities liabilities incurred in the ordinary course of business consistent with past practicebusiness; (jc) transfer, assignment, sale or other disposition of any of the assets Purchased Assets shown or reflected in the Interim Balance Sheet or Sheet; (d) cancellation of any debts or entitlementsclaims or amendment, termination or waiver of any rights constituting Purchased Assets, except in the ordinary course of business; (ke) transfer, assignment or grant imposition of any license or sublicense Encumbrance upon any of the Purchased Assets; (f) increase in the compensation of any material rights employees, other than as provided for in any written agreements or in the ordinary course of business; (g) adoption, termination, amendment or modification of any employee benefit plan; (h) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or with respect state bankruptcy law or consent to the filing of any Target Company Intellectual Property bankruptcy petition against it under any similar law; or (i) any agreement to do any of the foregoing, or Target Company IP Agreements;any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Except as set forth in Section 3.8 of the Disclosure Schedules, since Between the Balance Sheet DateDate and the date of this Agreement, and other than in the ordinary course of business consistent with past practice, except for any event that may have been caused by any Law, rules regulations or other requirements of any Governmental Authorities in response to the COVID-19 pandemic, there has not been, with respect to the Target Company and its Subsidiaries, been any: (a) event, occurrence or development that has had, or could would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the charter, by-laws or other organizational documents of the Target Company; (c) split, combination or reclassification of any shares of its capital stock (or other equity securities); (d) issuance, sale or other disposition of any of its capital stock (or other equity securities) or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock (or other equity securities) that have not been disclosed herein; (e) declaration or payment of any dividends or distributions on or in respect of any of its capital stock (or other ML&P’s equity securities) or redemption, purchase or acquisition of its capital stock (or other ML&P’s equity securities)with respect to the Business; (fc) material change in any method of accounting or accounting practice of for the Target CompanyBusiness, except as required by GAAP or as disclosed in the notes to the Financial Statements; (gd) material change in the Target Company’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivableAccounts Receivable, establishment of reserves for uncollectible accountsAccounts Receivable, accrual of accounts receivableAccounts Receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits;; Asset Purchase and Sale Agreement, between the Municipality of Anchorage and Chugach Electric Association, Inc., dated as of December [●], 2018 (he) entry into any Contract that would constitute a Material Contract; (if) incurrence, assumption or guarantee of any indebtedness for borrowed money in connection with the Business except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practicepractice and Prudent Utility Practices; (jg) transfer, assignment, sale or other disposition of any of the assets Purchased Assets shown or reflected in the Balance Sheet or Sheet, except for the sale of Inventory and surplus equipment in the ordinary course of business; (h) cancellation of any debts or entitlementsclaims or amendment, termination or waiver of any rights constituting Purchased Assets; (ki) transfer, transfer or assignment of or grant of any license or sublicense of any material rights under or with respect to any Target Company material Intellectual Property Assets or Target Company IP AgreementsIntellectual Property Agreements (except non-exclusive licenses or sublicenses granted in the ordinary course of business consistent with past practice and Prudent Utility Practices); (j) abandonment or lapse of or failure to maintain in full force and effect any material Intellectual Property Registration, or failure to take or maintain reasonable measures to protect the confidentiality or value of any material Trade Secrets included in the Intellectual Property Assets; (k) material damage, destruction or loss, or any material interruption in use, of any Purchased Assets, whether or not covered by insurance; (l) acceleration, termination, material modification to or cancellation of any Assigned Contract or Permit; (m) material capital expenditures which would constitute an Assumed Liability; (n) imposition of any Encumbrance upon any of the Purchased Assets; (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of any non-represented current or former employees, officials, managers, independent contractors or consultants of the Business for which the aggregate costs and expenses to the Business exceed $2,000,000, other than as provided for in the Retention Agreements or any other written agreements or required by applicable Law, or (ii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, official, manager, consultant or independent contractor of the Business; Asset Purchase and Sale Agreement, between the Municipality of Anchorage and Chugach Electric Association, Inc., dated as of December [●], 2018 (p) hiring or promoting any person as or to (as the case may be) an official or manager or hiring or promoting any employee below official or manager except to fill a vacancy in the ordinary course of business; (q) adoption, material modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, official, manager, independent contractor or consultant of the Business, (ii) Benefit Plan, or (iii) collective bargaining, letters of agreement, or other agreement with a Union, in each case whether written or oral; (r) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any current or former officials, managers or employees of the Business; (s) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (t) purchase, lease or other acquisition of the right to own, use or lease any property or assets in connection with the Business for an amount in excess of $1,500,000, individually (in the case of a lease, per annum) or $20,000,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of Inventory or supplies in the ordinary course of business consistent with past practice and Prudent Utility Practices; (u) any transfer of assets historically used by ML&P to Seller or a division or business unit of Seller which have an aggregate net book value in excess of $1,000,000; and (v) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Except as set forth in Section 3.8 of the Disclosure SchedulesSince December 31, since the Balance Sheet Date2014, and other than in the ordinary course of business consistent with past practice, except for any event that may have been caused by any Law, rules regulations or other requirements of any Governmental Authorities in response to the COVID-19 pandemic, there has not been, with respect to the Target Company and its SubsidiariesAGL, any: (a) a. event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effectmaterial adverse effect on AGL; (b) b. amendment of the charter, by-laws or other organizational documents of the Target CompanyAGL; (c) split, combination or reclassification of any shares of its capital stock (or other equity securities); (d) c. issuance, sale or other disposition of any of its capital stock (equity interests or other equity securities) membership units, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock (or other equity securities) that have not been disclosed hereinthe same; (e) d. declaration or payment of any dividends or distributions on or in respect of any of its capital stock (equity interests or other equity securities) membership units or redemption, purchase or acquisition of its capital stock (or other equity securities)stock; (f) e. material change in any method of accounting or accounting practice of the Target CompanyAGL, except as required by GAAP or as disclosed in the notes to the Financial StatementsGAAP; (g) f. material change in the Target Company’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, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) g. entry into any Contract contract that would constitute a Material Contractmaterial contract of AGL; (i) h. incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (j) i. transfer, assignment, sale or other disposition of any material asset of the assets shown or reflected in the Balance Sheet AGL or cancellation of any debts or entitlements; (k) j. transfer, assignment or grant of any license or sublicense of any material rights under or with respect to any Target AGL intellectual property or intellectual property agreements; k. material damage, destruction or loss (whether or not covered by insurance) to its property; l. any capital investment in, or any loan to, any other person or entity; m. acceleration, termination, material modification to or cancellation of any material contract to which AGL is a party or by which it is bound; n. any material capital expenditures; o. imposition of any encumbrance upon any AGL properties, equity interests or assets, tangible or intangible; p. any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its stockholders or current or former directors, officers and employees; q. entry into a new line of business or abandonment or discontinuance of existing lines of business; r. adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy law or consent to the filing of any bankruptcy petition against it under any similar law; s. purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $50,000, individually (in the case of a lease, per annum) or $150,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the ordinary course of business consistent with past practice; t. acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other manner, any business or any entity or any division thereof; u. action by AGL to make, change or rescind any tax election, amend any tax return or take any position on any tax return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the tax liability or reducing any tax asset of the Company Intellectual Property in respect of any post-closing tax period; or v. any contract to do any of the foregoing, or Target Company IP Agreements;any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Except as set forth in Section 3.8 of the Disclosure Schedules, since Since the Balance Sheet DateDate for the Company and the FCRE Balance Sheet for FCRE, and other than in the ordinary course of business consistent with past practice, except for any event that may have been caused by any Law, rules regulations or other requirements of any Governmental Authorities in response to as disclosed during the COVID-19 pandemic, Investigation Period there has not been, with respect to each of the Target Company and its SubsidiariesFCRE, any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the charter, by-laws or other organizational documents of the Target Company; (c) split, combination or reclassification of any shares of its capital stock (or other equity securities); (d) issuance, sale or other disposition of any of its capital stock (or other equity securities) stock, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock (or other equity securities) that have not been disclosed herein; (e) declaration or payment of any dividends or distributions on or in respect of any of its capital stock (limited partnership interests or other equity securities) securities or redemption, purchase or acquisition of its capital stock (limited partnership interests or other equity securities); (f) material change in any method of accounting or accounting practice of the Target CompanyCompany or FCRE, except as required by GAAP or as disclosed in the notes to the Financial Statements and FCRE Financial Statements; (g) material change in the Target Company’s its 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, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, expenses and deferral of revenue and acceptance of customer depositsrevenue; (h) entry into any Contract that would constitute a Material Contract; (i) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (ji) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Balance Sheet or the FCRE Balance Sheet or cancellation of any debts or entitlements; (j) imposition of any Encumbrance upon any of its properties, limited partnership interests, equity securities or assets, tangible or intangible; (k) transfer, assignment or grant adoption of any license plan of merger, consolidation, reorganization, liquidation or sublicense dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any material rights bankruptcy petition against it under any similar Law; (l) acquisition by merger or with consolidation with, or by purchase of a substantial portion of the assets or equity interests of, or by any other manner, any business or any Person or any division thereof; or (m) action by the Company to make, change or rescind any tax election, amend any tax return or take any position on any tax return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the tax liability or reducing any tax asset of Buyer in respect to of any Target Company Intellectual Property or Target Company IP Agreements;post-closing tax period.