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

Absence of Certain Changes or Events. Except as set forth in the Parent Reports, since June 30, 2013: (a) There has not been (i) any material adverse change, financial or otherwise, in the business, operations, properties, assets, or condition of the Parent (whether or not covered by insurance) materially and adversely affecting the business, operations, properties, assets, or condition of the Parent; (b) The Parent has not (i) amended its Articles of Incorporation or by-laws; (ii) declared or made, or agreed to declare or make any payment of dividends or distributions of any assets of any kind whatsoever to shareholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stock; (iii) waived any rights of value which in the aggregate are extraordinary or material considering the business of the Parent; (iv) made any material change in its method of management, operation, or accounting; (v) entered into any other material transactions; (vi) made any accrual or arrangement for or payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (vii) increased the rate of compensation payable or to become payable by it to any of its officers or directors or any of its employees; or (viii) made any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement, made to, for, or with its officers, directors, or employees; (c) Except in the ordinary course of business or as otherwise as set forth on Schedule 5.8, the Parent has not (i) granted or agreed to grant any options, warrants, or other rights for its stocks, bonds, or other corporate securities calling for the issuance thereof; (ii) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) except liabilities incurred in the ordinary course of business; (iii) paid or agreed to pay any material obligation or liability (absolute or contingent) other than current liabilities reflected in or shown on the most recent Parent balance sheet and current liabilities incurred since that date in the ordinary course of business and professional and other fees and expenses incurred in connection with the preparation of this Agreement and the consummation of the transactions contemplated hereby; (iv) sold or transferred, or agreed to sell or transfer, any of its assets, property, or rights (except assets, property, or rights not used or useful in its business which, in the aggregate have a value of less than $5,000), or canceled, or agreed to cancel, any debts or claims (except debts or claims which in the aggregate are of a value of less than $5,000); (v) made or permitted any amendment or termination of any contract, agreement, or license to which it is a party if such amendment or termination is material, considering the business of the Parent; or (vi) issued, delivered, or agreed to issue or deliver any stock, bonds, or other corporate securities including debentures (whether authorized and unissued or held as treasury stock), except in connection with this Agreement; and (d) To the best knowledge of the Parent, it has not become subject to any law or regulation which materially and adversely affects, or in the future may adversely affect, the business, operations, properties, assets, or condition of the Parent.

Absence of Certain Changes or Events. Except as set forth described herein or in the Parent Reports, since June 30, 2013SPI Schedules: (a) There has not been (i) any material adverse change, financial or otherwise, in the business, operations, properties, assets, or condition of the Parent SPI (whether or not covered by insurance) materially and adversely affecting the business, operations, properties, assets, or condition of the ParentSPI; (b) The Parent SPI has not (i) amended its Articles of Incorporation or by-laws; (ii) declared or made, or agreed to declare or make any payment of dividends or distributions of any assets of any kind whatsoever to shareholders stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stock; (iii) waived any rights of value which in the aggregate are extraordinary or material considering the business of the ParentSPI; (iv) made any material change in its method of management, operation, or accounting; (v) entered into any other material transactions; (vi) made any accrual or arrangement for or payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (vii) increased the rate of compensation payable or to become payable by it to any of its officers or directors or any of its employees; or (viii) made any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement, made to, for, or with its officers, directors, or employees; (c) Except in the ordinary course of business or as otherwise as set forth on Schedule 5.8, the Parent SPI has not (i) granted or agreed to grant any options, warrants, or other rights for its stocks, bonds, or other corporate securities calling for the issuance thereof; (ii) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) except liabilities incurred in the ordinary course of business; (iii) paid or agreed to pay any material obligation or liability (absolute or contingent) other than current liabilities reflected in or shown on the most recent Parent SPI balance sheet and current liabilities incurred since that date in the ordinary course of business and professional and other fees and expenses incurred in connection with the preparation of this Agreement and the consummation of the transactions contemplated hereby; (iv) sold or transferred, or agreed to sell or transfer, any of its assets, property, or rights (except assets, property, or rights not used or useful in its business which, in the aggregate have a value of less than $5,00050,000), or canceled, or agreed to cancel, any debts or claims (except debts or claims which in the aggregate are of a value of less than $5,00050,000); (v) made or permitted any amendment or termination of any contract, agreement, or license to which it is a party if such amendment or termination is material, considering the business of the ParentSPI; or (vi) issued, delivered, or agreed to issue or deliver any stock, bonds, or other corporate securities including debentures (whether authorized and unissued or held as treasury stock), except in connection with this Agreement; (d) SPI has no assets, liabilities or accounts payable of any kind or nature, actual or contingent, in excess of $50,000 in the aggregate as of the Closing Date; and (de) To the best knowledge of the ParentSPI, it has not become subject to any law or regulation which materially and adversely affects, or in the future may adversely affect, the business, operations, properties, assets, or condition of the ParentSPI.

Absence of Certain Changes or Events. Except as set forth in this Agreement or the Parent Reportsschedules hereto, since June 30, 2013the date of the most recent AGA balance sheet described in Section 5.04 and included in the information referred to in Section 5.06: (a) There has not been been: (i) any material adverse change, financial or otherwise, change in the business, operations, properties, level of inventory, assets, or condition of the Parent AGA; or (ii) any damage, destruction, or loss to AGA (whether or not covered by insurance) materially and adversely affecting the business, operations, properties, assets, or condition conditions of the ParentAGA; (b) The Parent AGA has not not: (i) amended its Articles of Incorporation or by-lawsBylaws; (ii) declared or made, or agreed to declare or make make, any payment of dividends or distributions of any assets of any kind whatsoever to shareholders stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stock; (iii) waived any rights of value which in the aggregate are extraordinary or material considering the business of the ParentAGA; (iv) made any material change in its method of management, operation, or accounting; (v) entered into any other material transactions; (vi) made any accrual or arrangement for or payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (vii) increased the rate of compensation payable or to become payable by it to any of its officers or directors or any of its employeesemployees whose monthly compensation exceeds $1,000; or (viii) made any increase in any profit profit-sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement, arrangement made to, for, or with its officers, directors, or employees; (c) Except in the ordinary course of business or as otherwise as set forth on Schedule 5.8, the Parent AGA has not not: (i) granted or agreed to grant any options, warrants, or other rights for its stocks, bonds, or other corporate securities calling for the issuance thereof; (ii) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) except liabilities incurred in the ordinary course of business; (iii) paid or agreed to pay any material obligation or liability (absolute or contingent) other than current liabilities reflected in or shown on the most recent Parent AGA balance sheet and current liabilities incurred since that date in the ordinary course of business and professional and other fees and expenses incurred in connection with the preparation of this Agreement and the consummation of the transactions contemplated herebybusiness; (iv) sold or transferred, or agreed to sell or transfer, any of its material assets, propertyproperties, or rights (except assets, propertyproperties, or rights not used or useful in its business which, in the aggregate have a value of less than $5,000), 5,000 or canceled, or agreed to cancel, any debts or claims (except debts or and claims which in the aggregate are of a value of less than $5,000); (v) made or permitted any amendment or termination of any contract, agreement, or license to which it is a party if such amendment or termination is material, considering the business of the ParentAGA ; or (vi) issued, delivered, or agreed to issue or deliver any stock, bonds, or other corporate securities including debentures (whether authorized and unissued or held as treasury stock), except in connection with this Agreement; and (d) To the best knowledge of the Parent, it AGA has not become subject to any law law, order, investigation, inquiry, grievance or regulation which materially and adversely affects, or in the future may would be reasonably expected to adversely affect, the business, operations, properties, assets, or condition of the ParentAGA.

Absence of Certain Changes or Events. Except as set forth in this Agreement or the Parent ReportsYoung Schedules, since June 30July 31, 20132011: (a) There has not been (i) any material adverse change, financial or otherwise, change in the proposed business, operations, properties, assets, assets or condition of the Parent Young or (ii) any damage, destruction, or loss to Young (whether or not covered by insurance) materially and adversely affecting the business, operations, properties, assets, business or financial condition of the ParentYoung; (b) The Parent Young has not (i) amended its Articles of Incorporation Organization or by-lawsOperating Agreement; (ii) declared or made, or agreed to declare or make make, any payment of dividends or distributions of any assets of any kind whatsoever to shareholders members or purchased or redeemed, or agreed to purchase or redeem, any of its capital stockUnits; (iii) waived any rights of value which in the aggregate are extraordinary outside of the ordinary course of business or material considering the business of the ParentYoung; (iv) made any material change in its method of management, operation, operation or accounting; (v) entered into any other material transactionstransaction other than sales in the ordinary course of its business; (vi) made any accrual or arrangement for or payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer officer, director or employee; (vii) increased the rate of compensation payable or to become payable by it to any of its officers or officers, directors or any of its employeessalaried employees whose monthly compensation exceeds Three Thousand Dollars ($3,000); or (viii) made any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement, arrangement made to, for, or with its officers, directors, managers or employees;; or (ix) sold or agreed to sell any Units to any person, save and except the offers and sales of Units in Young's current Private Placement Memorandum. (c) Except in the ordinary course of business or as otherwise as set forth on Schedule 5.8, the Parent Young has not (i) granted or agreed to grant any options, warrants, or other rights for its stocks, bonds, or other corporate securities calling for the issuance thereof; (ii) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) except as disclosed herein and except liabilities incurred in the ordinary course of business; (iiiii) paid or agreed to pay any material obligation obligations or liability (absolute or contingent) other than current liabilities reflected in or shown on the most recent Parent balance sheet liabilities, and current liabilities incurred since that date in the ordinary course of business and professional and other fees and expenses incurred in connection with the preparation of this Agreement and the consummation of the transactions contemplated hereby; (iviii) sold or transferred, or agreed to sell or transfer, any of its assets, property, properties or rights (except assets, propertyproperties, or rights not used or useful in its business which, in the aggregate have a value of less than Five Thousand Dollars ($5,000), or canceled, or agreed to cancel, any debts or claims (except debts or claims which in the aggregate are of a value of less than One Thousand Dollars ($5,0001,000); or (viv) made or permitted any amendment or termination of any contract, agreement, agreement or license to which it Young is a party if such amendment or termination is material, considering the business of Young, otherwise than in the Parent; or (vi) issued, delivered, or agreed to issue or deliver any stock, bonds, or other corporate securities including debentures (whether authorized and unissued or held as treasury stock), except in connection with this Agreementordinary course of business; and (d) To the best knowledge of the ParentYoung Members and the Majority Members, it Young has not become subject to any law or regulation which materially and adversely affects, or in the future may adversely affect, the business, operations, properties, assets, assets or condition of the ParentYoung.

Absence of Certain Changes or Events. Except as set forth in the Parent Reports, since June Since November 30, 2013: (a) There has not been (i) any material adverse change, financial or otherwise, change in the proposed business, operations, properties, assets, or condition of the Parent FTA or (ii) any damage, destruction, or loss to FTA (whether or not covered by insurance) materially and adversely affecting the business, operations, properties, assets, business or financial condition of the ParentFTA; (b) The Parent FTA has not (i) amended its Articles of Incorporation (or by-lawssimilar documents) or Bylaws; (ii) declared or made, or agreed to declare or make make, any payment of dividends or distributions of any assets of any kind whatsoever to shareholders stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stock; (iii) waived any rights of value which in the aggregate are extraordinary outside of the ordinary course of business or material considering the business of the ParentFTA; (iv) made any material change in its method of management, operation, operation or accounting; (v) entered into any other material transactionstransaction other than sales in the ordinary course of its business; (vi) made any accrual or arrangement for or payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (vii) increased the rate of compensation payable or to become payable by it to any of its officers or directors or any of its employeessalaried employees whose monthly compensation exceeds Ten Thousand Dollars ($10,000); or (viii) made any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement, arrangement made to, for, or with its officers, directors, or employees; (c) Except in the ordinary course of business or as otherwise as set forth on Schedule 5.8, the Parent FTA has not (i) granted or agreed to grant any options, warrants, or other rights for its stocks, bonds, or other corporate securities calling for the issuance thereof; (ii) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) in excess of $10,000 except liabilities incurred in the ordinary course of business; (iiiii) paid or agreed to pay any material obligation obligations or liability (absolute or contingent) other than current liabilities reflected in or shown on the most recent Parent balance sheet liabilities, and all current liabilities were incurred since that date in the ordinary course of business and professional and other fees and expenses incurred in connection with the preparation of this Agreement and the consummation of the transactions contemplated hereby; (iviii) sold or transferred, or agreed to sell or transfer, any of its assets, propertyproperties, or rights (except assets, propertyproperties, or rights not used or useful in its business which, in the aggregate have a value of less than Ten Thousand Dollars ($5,00010,000)), or canceled, or agreed to cancel, any debts or claims (except debts or claims which in the aggregate are of a value of less than Ten Thousand Dollars ($5,00010,000)); or (viv) made or permitted any amendment or termination of any contract, agreement, or license to which it is they are a party if such amendment or termination is material, considering relevant to the business of the Parent; or (vi) issued, delivered, or agreed to issue or deliver any stock, bonds, or other corporate securities including debentures (whether authorized and unissued or held as treasury stock), except in connection with this AgreementFTA; and (d) To the best knowledge of the ParentFTA Shareholder, it FTA has not become subject to any law or regulation which materially and adversely affects, or in the future may adversely affect, the business, operations, properties, assets, or condition of the ParentFTA.

Absence of Certain Changes or Events. Except as set forth in this Agreement since the Parent Reportsdate of the most recent ASI balance sheet described in Section 3.04 and included in the information referred to in Section 3.06, since June 30, 2013:and except as set forth on Schedule 3.07, (a) There has not been (i) any material adverse change, financial or otherwise, change in the business, operations, properties, assetsor assets of ASI or (ii) any damage, destruction, or condition of the Parent (whether or not covered by insurance) loss to ASI materially and adversely affecting the business, operations, properties, assets, or condition assets of the Parent;ASI. (b) The Parent ASI has not (i) amended its Articles articles of Incorporation incorporation or by-lawsbylaws; (ii) declared or made, or agreed to declare or make make, any payment of dividends or distributions of any assets of any kind whatsoever to shareholders stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stock; (iii) waived any rights of value which in the aggregate are extraordinary or and material considering the business of the ParentASI; (iv) made any material change in its method of management, operation, or accounting; (v) entered into any other material transactionstransactions other than those contemplated by this Agreement; (vi) made any material accrual or material arrangement for or payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; or (vii) increased the rate of compensation payable or to become payable by it to any of its officers or directors or any of its employees; or (viii) made any material increase in any profit profit-sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement, arrangement made to, for, or with its their officers, directors, or employees; (c) Except in the ordinary course of business or as otherwise as set forth on Schedule 5.8, the Parent ASI has not (i) granted or agreed to grant any options, warrants, or other rights for its stocks, bonds, or other corporate securities calling for the issuance thereof; , (ii) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) except liabilities incurred in the ordinary course of business; (iii) paid or agreed to pay any material obligation or liability (absolute or contingent) other than current liabilities reflected in or shown on the most recent Parent ASI balance sheet and current liabilities incurred since that date in the ordinary course of business and professional and other fees and expenses incurred in connection with the preparation of this Agreement and the consummation of the transactions contemplated herebybusiness; (iv) sold or transferred, or agreed to sell or transfer, any of its material assets, propertyproperties, or rights (except assets, property, or rights not used or useful in its business which, in the aggregate have a value of less than $5,000), or canceledrights, or agreed to cancel, any material debts or claims (except debts or claims which in the aggregate are of a value of less than $5,000)claims; (v) made or permitted any amendment or termination of any contract, agreement, or license to which it is a party if such amendment or termination is material, considering the business of the ParentASI; or (vi) issued, delivered, or agreed to issue or deliver any stock, bonds, or other corporate securities including debentures (whether authorized and unissued or held as treasury stock), except in connection with this Agreement; and (d) To the best knowledge of the ParentASI, it has not become subject to any law or regulation which materially and adversely affects, or in the future may would be reasonably expected to adversely affect, the business, operations, properties, assets, or condition of the ParentASI.

Absence of Certain Changes or Events. Except as publicly disclosed in the H▇▇▇▇▇ United SEC Reports filed with the SEC prior to the date hereof, or as set forth in Section 4.8 of the Parent ReportsH▇▇▇▇▇ United Disclosure Schedule, since June 30December 31, 2013: 2004, (a) There no event has not been occurred which has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on H▇▇▇▇▇ United and (b) prior to the date hereof, neither H▇▇▇▇▇ United nor any of its Subsidiaries has (i) effected or authorized any material adverse changeadjustment, financial split, combination or otherwise, in the business, operations, properties, assets, or condition reclassification of the Parent (whether or not covered by insurance) materially and adversely affecting the business, operations, properties, assets, or condition of the Parent; (b) The Parent has not (i) amended its Articles of Incorporation or by-laws; (ii) declared or made, or agreed to declare or make any payment of dividends or distributions of any assets of any kind whatsoever to shareholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stock, or redeemed, purchased or otherwise acquired, any shares of its capital stock or any securities or obligations convertible into or exchangeable for any shares of its capital stock or stock appreciation rights (except pursuant to the exercise of stock options); (ii) declared, set aside or paid any dividend other than regular quarterly cash dividends on H▇▇▇▇▇ United Common Stock and dividends paid to the holders of trust preferred securities issued by affiliated trusts in accordance with the terms of such securities; (iii) waived sold, licensed, leased, encumbered, mortgaged, transferred, assigned or otherwise disposed of any of its material assets, properties or other rights of value which or agreements other than in the aggregate are extraordinary or material considering the ordinary course of business of the Parentconsistent with past practice; (iv) made increased the compensation or fringe benefits of any material change present or former director or officer of H▇▇▇▇▇ United or its Subsidiaries (except for increases in its method salary or wages of management, operationnonexecutive officers or employees in the ordinary course of business consistent with past practice), or accounting; (v) entered into any other material transactions; (vi) made any accrual or arrangement for or payment of bonuses or special compensation of any kind or granted any severance or termination pay to any present or former director, officer or employee; (vii) increased the rate employee of compensation payable H▇▇▇▇▇ United or to become payable by it to any its Subsidiaries except in connection with terminations of its officers or directors or any employment of its employees; or (viii) made any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement, made to, for, or with its officers, directors, or employees; (c) Except non-officer employees in the ordinary course of business or as otherwise as set forth on Schedule 5.8, the Parent has not (i) granted or agreed to grant any options, warrants, or other rights for its stocks, bonds, or other corporate securities calling for the issuance thereof; (ii) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) except liabilities incurred in the ordinary course of business; (iii) paid or agreed to pay any material obligation or liability (absolute or contingent) other than current liabilities reflected in or shown on the most recent Parent balance sheet and current liabilities incurred since that date in the ordinary course of business and professional and other fees and expenses incurred in connection consistent with the preparation of this Agreement and the consummation of the transactions contemplated hereby; (iv) sold or transferred, or agreed to sell or transfer, any of its assets, property, or rights (except assets, property, or rights not used or useful in its business which, in the aggregate have a value of less than $5,000), or canceled, or agreed to cancel, any debts or claims (except debts or claims which in the aggregate are of a value of less than $5,000)past practice; (v) amended or terminated any H▇▇▇▇▇ United Benefit Plan; (vi) made any material change in its policies and practices with respect to (x) underwriting, pricing, originating, acquiring, selling, servicing, or buying or selling rights to service Loans or (y) hedging its Loan positions or commitments; (vii) made any changes in its accounting methods or method of Tax accounting, practices or policies; (viii) made or permitted changed any amendment material Tax election or termination settled or compromised any material Tax liability of H▇▇▇▇▇ United or any contract, agreement, or license to which it is a party if such amendment or termination is material, considering the business of the Parentits Subsidiaries; or (viix) issued, deliveredagreed to, or agreed to issue or deliver made any stockcommitment to, bonds, or other corporate securities including debentures (whether authorized and unissued or held as treasury stock), except in connection with this Agreement; and (d) To the best knowledge take any of the Parent, it has not become subject to any law or regulation which materially and adversely affects, or in the future may adversely affect, the business, operations, properties, assets, or condition of the Parentforegoing actions.

Absence of Certain Changes or Events. Except as permitted or required by this Agreement or as set forth in the Parent ReportsSchedule 4.22, since June 30December 31, 20131999, the business of Catapult has been conducted in the ordinary course consistent with past practices and there has not been any material transaction or occurrence in which Catapult has: (a) There has not been incurred any indebtedness, obligation or liability (i) any material adverse change, financial contingent or otherwise), except normal trade or business obligations incurred in the ordinary course of its business, operations, properties, assets, or condition none of the Parent (whether or not covered by insurance) materially which was entered into for inadequate consideration and adversely affecting the business, operations, properties, assets, or condition none of the Parentwhich exceeds $25,000.00 in amount; (b) The Parent has not discharged or satisfied any claim, security interest, lien or encumbrance or paid any indebtedness, obligation or liability (contingent or otherwise), except (i) amended its Articles of Incorporation or by-laws; current liabilities, (ii) declared scheduled payments pursuant to obligations under contracts, agreements or madeleases listed in this Agreement, or agreed to declare or make any payment of dividends or distributions of any assets of any kind whatsoever to shareholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stock; (iii) waived any rights of value which in the aggregate are extraordinary or material considering the business of the Parent; (iv) made any material change in its method of management, operation, or accounting; (v) entered into any other material transactions; (vi) made any accrual or arrangement for or payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (vii) increased the rate of compensation payable or to become payable by it to any of its officers or directors or any of its employees; or (viii) made any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement, made to, for, or with its officers, directors, or employees; (c) Except in the ordinary course of business consistent with past practice of liabilities reflected or as otherwise as set forth on Schedule 5.8, the Parent has not (i) granted or agreed to grant any options, warrants, or other rights for its stocks, bonds, or other corporate securities calling for the issuance thereof; (ii) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) except liabilities incurred reserved against in the ordinary course of business; (iii) paid Catapult Financial Statements or agreed to pay any material obligation or liability (absolute or contingent) other than current liabilities reflected in or shown on the most recent Parent balance sheet and current liabilities incurred since that such date in the ordinary course of business and professional and consistent with past practice; (c) permitted, allowed or suffered any of its assets or properties to be subjected to any mortgage, pledge, lien, charge, restriction, security interest or other fees and expenses incurred in connection with the preparation encumbrance of this Agreement and the consummation of the transactions contemplated hereby; any kind; (ivd) sold or sold, assigned, transferred, leased, disposed of, or agreed to sell sell, assign, transfer, lease, or transferdispose of, any of its assets, propertyassets or properties; (e) acquired or leased any assets or property of any other Person; (f) canceled or compromised any debt or claim; (g) waived or released any rights or claims; (h) granted, or rights (except assets, property, or rights not used or useful in its business which, in the aggregate have a value of less than $5,000), or canceled, or agreed to cancel, any debts or claims (except debts or claims which in the aggregate are of a value of less than $5,000); (v) made or permitted any amendment or termination of any contract, agreement, promise or license commitment to which it grant, or otherwise incurred any obligation for any increase in, any wage, salary or employee benefit, or entered into any employment contract, bonus, stock option, profit sharing, pension, incentive, retirement or other similar arrangement or plan with, any officer, employee or other Person, except in accordance with and in amounts not greater than provided for in written agreements between Catapult and employees of Catapult entered into prior to June 30,1999 and except for merit raises to hourly employees in the ordinary course of business consistent with past practice; (i) entered into any collective bargaining or labor agreement (oral or written), made any commitment or incurred any liability to any labor organization, or experienced any slowdown, work interruption, strike or work stoppage; (j) made any capital expenditure in excess of Ten Thousand ($10,000.00) Dollars or entered into any commitment therefor; (k) suffered any casualty loss or damage in excess of $5,000 in the aggregate, whether or not such loss or damage is a party if such amendment or termination is materialwas covered by insurance; (l) changed the nature of its business or its method of accounting or accounting principle, considering practice or policy; (m) other than in the business ordinary course of the Parent; business, entered into any transaction, contract or commitment; (vin) issued, deliveredterminated or modified, or agreed to issue the termination or deliver modification of, any stockService Contract, bonds, Participation Agreement or other corporate securities including debentures (whether authorized and unissued or held as treasury stock), except in connection with this Agreement; andany of the Commitments; (do) To the best knowledge suffered a loss of the Parentany supplier or suppliers, it has not become subject to any law or regulation which materially and adversely affects, loss (individually or in the future aggregate) has had, or may adversely affecthave, the an adverse effect on its financial condition, results of operations, business or prospects; (p) suffered any material adverse change in its business, operations, propertiescondition (financial or otherwise), liabilities, assets, earnings, or condition prospects of the ParentBusiness nor, to Catapult's knowledge, has there been any event which has had or may reasonably be expected to have a material adverse effect on the Business; (q) transferred or granted any rights with respect to, or disposed of or permitted to lapse any right to the use of any software, patent, trademark, assumed name, service ▇▇▇▇, trade name, copyright, license, or application therefor or disposed of or disclosed to any person not authorized to have such information any trade secret, proprietary information, formula, process, or know-how not previously a matter of public knowledge or existing in the public domain; (r) incurred any long term indebtedness; (s) paid, loaned, distributed (by dividend or otherwise), or advanced any amounts to, sold, transferred, or leased any properties or assets (real, personal or mixed, tangible or intangible) to, purchased, leased, licensed, or otherwise acquired any properties or assets from, or entered into any other agreement or arrangement with (i) any shareholder, officer, employee, or director of Catapult, (ii) any corporation or partnership in which any Affiliate is an officer, director, or holder directly or indirectly of five percent (5%) or more of the outstanding equity or debt securities, or (iii) any person controlling, controlled by, or under common control with any such partner, shareholder, officer, director, or Affiliate except for compensation not exceeding the rate of compensation in effect at December 31, 1999, and for routine travel advances to officers and employees; (t) made or agreed to make any charitable contributions or incurred or agreed to incur any non-business expenses in excess of $5,000 in the aggregate; (u) taken any other action neither in the ordinary course of business and consistent with past practice nor provided for in this Agreement; (v) increased (or experienced any change in the assumptions underlying or the methods of calculating) any bad debt, contingency, or other reserve, other than in the ordinary course of business consistent with past practice; or (w) written down or written up the value of any inventory (including write-downs by reason of shrinkage or markdowns), determined as collectible any Accounts Receivable or any portion thereof which were previously considered uncollectible, or written off as uncollectible any Accounts Receivable or any portion thereof, except for write-downs, write-ups, and write-offs in the ordinary course of business consistent with past practice, none of which is material in amount.

Absence of Certain Changes or Events. Except as set forth in on SCHEDULE 3.05, to the Parent Reportsknowledge of CSI, since June 30, 20132003: (a) There there has not been (i) any material adverse change, financial or otherwise, change in the business, operations, properties, assets, or condition of the Parent CSI or (ii) any damage, destruction, or loss to CSI (whether or not covered by insurance) materially and adversely affecting the business, operations, properties, assets, or condition of the ParentCSI; (b) The Parent CSI has not (i) amended its Articles of Incorporation or by-lawsBylaws; (ii) declared or made, or agreed to declare or make make, any payment of dividends or distributions of any assets of any kind whatsoever to shareholders stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its outstanding capital stock; (iii) waived any rights of value which in the aggregate are extraordinary or material considering the business of the ParentCSI; (iv) made any material change in its method of management, operation, or accounting; (v) other than in the ordinary course of business, entered into any other material transactionstransaction; (vi) other than pursuant to any existing employment agreement, made any accrual or arrangement for or payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (vii) other than pursuant to any existing employment agreement, increased the rate of compensation payable or to become payable by it to any of its officers or directors or any of its employeesemployees whose monthly compensation exceeds $5,000; or (viii) other than pursuant to any existing employment agreement, made any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement, arrangement made to, for, or with its officers, directors, or employees; (c) Except in the ordinary course of business or as otherwise as set forth on Schedule 5.8, the Parent CSI has not (i) granted or agreed to grant any options, warrants, or other rights for its stocks, bonds, or other corporate securities calling for the issuance thereof; (ii) materially borrowed or agreed to borrow any funds funds, or incurred, or become subject to, any material obligation or liability (absolute or contingent) except liabilities incurred in the ordinary course of business; (iiiii) paid or agreed to pay any material obligation or liability (absolute or contingent) other than current liabilities reflected in or shown on the most recent Parent CSI balance sheet sheet, and current liabilities incurred since that date in the ordinary course of business and professional and other fees and expenses incurred in connection with the preparation of this Agreement and the consummation of the transactions contemplated herebybusiness; (iviii) sold or transferred, or agreed to sell or transfer, any of its assets, propertyproperties, or rights (except non-material assets, propertyproperties, or rights not used or useful in its business which, in the aggregate have a value of less than $5,00050,000), or canceled, or agreed to cancel, any debts or claims (except non-material debts or claims which in the aggregate are of a value of less than $5,00050,000); (viv) made or permitted any amendment or termination of any contract, agreement, or license to which it is a party if such amendment or termination is material, considering the business of the ParentCSI; or (viv) issued, delivered, or agreed to issue or deliver any stock, bonds, bonds or other corporate securities including debentures (whether authorized and unissued or held as treasury stock), except in connection with this Agreement; and (d) To to the best knowledge of the ParentCSI, it CSI has not become subject to any law or regulation which materially and adversely affects, or in the future may adversely affect, the business, operations, properties, assets, or condition of the Parentis substantially likely to have a Material Adverse Effect on CSI.

Absence of Certain Changes or Events. Except Since December 31, 2004, except as set forth in the Parent Reports, since June 30, 2013SearchHelp Disclosure Schedule: (a) There there has not been (i) any material adverse changeSearchHelp Material Adverse Effect or (ii) any damage, financial or otherwise, in the business, operations, properties, assetsdestruction, or condition of the Parent loss to SearchHelp (whether or not covered by insurance) materially and adversely affecting the business, operations, properties, assets, or condition of the ParentSearchHelp; (b) The Parent SearchHelp has not (i) amended its Articles articles of Incorporation or by-lawsincorporation; (ii) declared or made, or agreed to declare or make make, any payment of dividends or distributions of any assets of any kind whatsoever to shareholders stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its outstanding capital stock; (iii) waived any rights of value which in the aggregate are extraordinary or material considering the business of the ParentSearchHelp; (iv) made any material change in its method of management, operation, or accounting; (v) entered into any other material transactionstransaction; (vi) made any accrual or arrangement for or payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (vii) increased the rate of compensation payable or to become payable by it to any of its officers or directors or any of its employeesemployees whose monthly compensation exceeds $15,000; or (viii) made any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement, arrangement made to, for, or with its officers, directors, or employees; (c) Except in the ordinary course of business or as otherwise as set forth on Schedule 5.8, the Parent SearchHelp has not (i) granted or agreed to grant any options, warrants, or other rights for its stocks, bonds, or other corporate securities calling for the issuance thereof; (ii) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) except liabilities incurred in the ordinary course of business; (iiiii) paid or agreed to pay any material obligation or liability (absolute or contingent) other than current liabilities reflected in or shown on the most recent Parent SearchHelp balance sheet sheet, and current liabilities incurred since that date in the ordinary course of business and professional and other fees and expenses incurred in connection with the preparation of this Agreement and the consummation of the transactions contemplated herebybusiness; (iviii) sold or transferred, or agreed to sell or transfer, any of its assets, propertyproperties, or rights (except assets, propertyproperties, or rights not used or useful in its business which, in the aggregate have a value of less than $5,000), or canceled, or agreed to cancel, any debts or claims (except debts or claims which in the aggregate are of a value of less than $5,000); (viv) made or permitted any amendment or termination of any contract, agreement, or license to which it is a party if such amendment or termination is material, considering the business of the ParentSearchHelp; or (viv) issued, delivered, or agreed to issue or deliver any stock, bonds, bonds or other corporate securities including debentures (whether authorized and unissued or held as treasury stock), except in connection with this Agreement; and; (d) To to the best knowledge of the ParentSearchHelp, it SearchHelp has not become subject to any law or regulation which materially and adversely affects, or in the future may adversely affect, the business, operations, properties, assets, or condition of SearchHelp; and (e) as at the Parentdate of this Agreement and as at the Closing Date, the aggregate SearchHelp liabilities which would be required to be disclosed on a balance sheet prepared in accordance with GAAP do not and will not exceed $125,000 in the aggregate.

Absence of Certain Changes or Events. Except as set forth in this Agreement or the Parent ReportsLUCKYBULL Schedules, since June 30, 2013inception on 20th of July 2005: (a) There there has not been (i) any material adverse change, financial or otherwise, change in the proposed business, operations, properties, assets, or condition of the Parent LUCKYBULL or (ii) any damage, destruction, or loss to LUCKYBULL (whether or not covered by insurance) materially and adversely affecting the business, operations, properties, assets, business or financial condition of the ParentLUCKYBULL; (b) The Parent LUCKYBULL has not (i) amended its Articles of Incorporation or by-laws(other than as supplied to LUCKYBULL in connection with Section 1.17, below); (ii) declared or made, or agreed to declare or make make, any payment of dividends or distributions of any assets of any kind whatsoever to shareholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stockshares; (iii) waived any rights of value which in the aggregate are extraordinary outside of the ordinary course of business or material considering the business of the ParentLUCKYBULL; (iv) made any material change in its method of management, operation, operation or accounting; (v) entered into any other material transactionstransaction other than sales in the ordinary course of its business; (vi) made any accrual or arrangement for or payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (vii) increased the rate of compensation payable or to become payable by it to any of its officers or directors or any of its employeessalaried employees whose monthly compensation exceeds Ten Thousand Dollars ($10,000); or (viii) made any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement, arrangement made to, for, or with its officers, directors, or employees; (c) Except in the ordinary course of business or as otherwise as set forth on Schedule 5.8, the Parent LUCKYBULL has not (i) granted or agreed to grant any options, warrants, or other rights for its stocks, bonds, or other corporate securities calling for the issuance thereof; (ii) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) in excess of $25,000 with the exception of its Memorandum of understanding and mandate with PCG BVI except as disclosed herein and except liabilities incurred in the ordinary course of business; (iiiii) paid or agreed to pay any material obligation obligations or liability (absolute or contingent) other than current liabilities reflected in or shown on the most recent Parent balance sheet liabilities, and current liabilities incurred since that date in the ordinary course of business and professional and other fees and expenses incurred in connection with the preparation of this Agreement and the consummation of the transactions contemplated hereby; (iviii) sold or transferred, or agreed to sell or transfer, any of its assets, propertyproperties, or rights (except assets, propertyproperties, or rights not used or useful in its business which, in the aggregate have a value of less than Twenty-Five Thousand Dollars ($5,00025,000)), or canceled, or agreed to cancel, any debts or claims (except debts or claims which in the aggregate are of a value of less than Twenty-Five Thousand Dollars ($5,00025,000)); or (viv) made or permitted any amendment or termination of any contract, agreement, or license to which it is a party if such amendment or termination is material, considering the business of the Parent; or (vi) issued, delivered, or agreed to issue or deliver any stock, bonds, or other corporate securities including debentures (whether authorized and unissued or held as treasury stock), except in connection with this AgreementLUCKYBULL; and (d) To the best knowledge of the ParentLUCKYBULL, it LUCKYBULL has not become subject to any law or regulation which materially and adversely affects, or in the future may adversely affect, the business, operations, properties, assets, or condition of the ParentLUCKYBULL.

Absence of Certain Changes or Events. Except as set forth in this Agreement or the Parent Reportsschedules hereto, since June 30, 2013: the date of the most recent Prelude balance sheet described in Section 2.04 and included in the information referred to in Section 2.06. (a) There has not been (i) any material adverse change, financial or otherwise, change in the business, operations, properties, level of inventory, assets, or condition of the Parent Prelude or (ii) any damage, destruction, or loss to Prelude (whether or not covered by insurance) materially and adversely affecting the business, operations, properties, assets, or condition conditions of the Parent; Prelude; (b) The Parent Prelude has not (i) amended its Articles articles of Incorporation incorporation or by-lawsbylaws; (ii) declared or made, or agreed to declare or make make, any payment of dividends or distributions of any assets of any kind whatsoever to shareholders stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stock; (iii) waived any rights of value which in the aggregate are extraordinary or material considering the business of the ParentPrelude; (iv) made any material change in its method of management, operation, or accounting; (v) entered into any other material transactions; (vi) made any accrual or arrangement for or payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (vii) increased the rate of compensation payable or to become payable by it to any of its officers or directors or any of its employeesemployees whose monthly compensation exceeds $1,000; or (viii) made any increase in any profit profit-sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement, arrangement made to, for, or with its officers, directors, or employees; ; (c) Except in the ordinary course of business or as otherwise as set forth on Schedule 5.8, the Parent Prelude has not (i) granted or agreed to grant any options, warrants, or other rights for its stocks, bonds, or other corporate securities calling for the issuance thereof; (ii) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) except liabilities incurred in the ordinary course of business; (iii) paid or agreed to pay any material obligation or liability (absolute or contingent) other than current liabilities reflected in or shown on the most recent Parent Prelude balance sheet and current liabilities incurred since that date in the ordinary course of business and professional and other fees and expenses incurred in connection with the preparation of this Agreement and the consummation of the transactions contemplated herebybusiness; (iv) sold or transferred, or agreed to sell or transfer, any of its material assets, propertyproperties, or rights (except assets, propertyproperties, or rights not used unused or un-useful in its business which, in the aggregate have a value of less than $5,000), 5,000 or canceled, or agreed to cancel, any debts or claims (except debts or and claims which in the aggregate are of a value of less than $5,000); (v) made or permitted any amendment or termination of any contract, agreement, or license to which it is a party if such amendment or termination is material, considering the business of the ParentPrelude; or (vi) issued, delivered, or agreed to issue or deliver any stock, bonds, or other corporate securities including debentures (whether authorized and unissued un-issued or held as treasury stock), except in connection with this Agreement; and and (d) To the best knowledge of the ParentPrelude, it has not become subject to any law or regulation which materially and adversely affects, or in the future may would be reasonably expected to adversely affect, the business, operations, properties, assets, or condition of the ParentPrelude.

Absence of Certain Changes or Events. Except as set forth in this Agreement, the Parent ReportsSchedules, since June 30, 2013or as otherwise disclosed to LIVESTAR: (a) There Except as reflected in the Financial Statements there has not been been: (i) any material adverse change, financial or otherwise, change in the business, operations, properties, assets, assets or condition of the Parent Sequel; or (ii) any damage, destruction or loss to Sequel (whether or not covered by insurance) materially and adversely affecting the business, operations, properties, assets, assets or condition of Sequel; or (iii) any material adverse change to the Parent;revenues and expenses that would be greatly lower than those presented in the Financial Statements. (b) The Parent Except as reflected in the Financial Statements or in any schedules hereto, Sequel has not not: (i) amended its Articles articles of Incorporation incorporation or by-lawsbylaws; (ii) declared or made, or agreed to declare or make make, any payment of dividends or distributions of any assets of any kind whatsoever to shareholders stockholders or purchased or redeemed, redeemed or agreed to purchase or redeem, redeem any of its capital stock; (iii) waived any rights of value which in the aggregate are extraordinary or material considering the business of the ParentSequel; (iv) made any material change in its method of management, operation, operation or accounting; (v) entered into any other material transactionstransaction; (vi) made any accrual or arrangement for or payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (vii) increased the rate of compensation payable or to become payable by it to any of its officers or directors or any of its employeesemployees whose monthly compensation exceeds $5,000; or (viii) made any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, retirement or other employee benefit plan, payment, payment or arrangement, arrangement made to, for, or with its officers, directors, directors or employees; (c) Except as reflected in the ordinary course of business Financial Statements or as otherwise as set forth on Schedule 5.8in any schedules hereto, the Parent Sequel has not not: (i) granted or agreed to grant any options, warrants, warrants or other rights for its stocks, bonds, bonds or other corporate securities calling for the issuance thereof; (ii) borrowed or agreed to borrow any funds or incurred, incurred or become subject to, any material obligation or liability (absolute or contingent) except liabilities incurred in the ordinary course of business; (iii) paid or agreed to pay any material obligation or liability (absolute or contingent) other than current liabilities reflected in or shown on the most recent Parent Sequel balance sheet and current liabilities incurred since that date in the ordinary course of business and professional and other fees and expenses incurred in connection with the preparation of this Agreement and the consummation of the transactions contemplated herebybusiness; (iv) sold or transferred, or agreed to sell or transfer, any of its assets, property, properties or rights (except assets, property, properties or rights not used or useful in its business which, in the aggregate have a value of less than $5,000), or canceled, or agreed to cancel, any debts or claims (except debts or claims which in the aggregate are of a value of less than $5,000); (v) made or permitted any amendment or termination of any contract, agreement, agreement or license to which it is a party if such amendment or termination is material, considering the business of the ParentSequel; or (vi) issued, delivered, delivered or agreed to issue or deliver any stock, bonds, bonds or other corporate securities securities, including debentures (whether authorized and unissued or held as treasury stock), except in connection with this Agreement; and (d) To to the best knowledge of the ParentSequel, it has not become subject to any law or regulation which materially and adversely affects, or in the future may adversely affect, the business, operations, properties, assets, assets or condition of the ParentSequel.

Absence of Certain Changes or Events. Except as set forth disclosed in the Parent ReportsLION GRI Schedules, or otherwise disclosed in writing to PROMOTORA, since June 30, 2013the date of the most recent LION GRI balance sheet:; (a) There there has not been (i) any material adverse change, financial or otherwise, change in the business, operations, properties, assets, assets or condition of the Parent LION GRI or (ii) any damage, destruction or loss to LION GRI (whether or not covered by insurance) materially and adversely affecting the business, operations, properties, assets, assets or condition of the ParentLION GRI; (b) The Parent LION GRI has not (i) amended its Articles certificate of Incorporation incorporation or by-lawsbylaws; (ii) declared or made, or agreed to declare or make any payment of dividends or distributions of any assets of any kind whatsoever to shareholders stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stock; (iii) waived any rights of value which in the aggregate are extraordinary outside of the ordinary course of business or material considering the business of the ParentLION GRI; (iv) made any material change in its method of management, operation, or accounting; (v) entered into any transactions or agreements other material transactionsthan in the ordinary course of business; (vi) made any accrual or arrangement for or payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (vii) increased the rate of compensation payable or to become payable by it to any of its officers or directors or any of its employeessalaried employees whose monthly compensation exceed $1,000; or (viii) made any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement, made to, for, for or with its officers, directors, or employees; (c) Except in the ordinary course of business or as otherwise as set forth on Schedule 5.8, the Parent LION GRI has not (i) granted or agreed to grant any options, warrants, or other rights for its stocksstock, bonds, or other corporate securities calling for the issuance thereof; (ii) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) except liabilities incurred in the ordinary course of business; (iii) paid or agreed to pay any material obligation obligations or liability liabilities (absolute or contingent) other than current liabilities reflected in or shown on the most recent Parent LION GRI balance sheet and current liabilities incurred since that date in the ordinary course of business and professional and other fees and expenses incurred in connection with the preparation of this Agreement and the consummation of the transactions transaction contemplated hereby; (iv) sold or transferred, or agreed to sell or transfer, any of its assets, propertyproperties, or rights (except assets, propertyproperties, or rights not used or useful in its business which, in the aggregate have a value of less than $5,0001000), or canceled, or agreed to cancel, any debts or claims (except debts or claims which in the aggregate are of a value of less than $5,0001000); (v) made or permitted any amendment or termination of any contract, agreement, or license to which it is a party if such amendment or termination is material, considering the business of the ParentLION GRI; or (vi) issued, delivered, delivered or agreed to issue or deliver deliver, any stock, bonds, or other corporate securities including debentures (whether authorized and unissued or held as treasury stock), except in connection with this Agreement; and (d) To to the best knowledge of the ParentLION GRI, it has not become subject to any law or regulation which materially and adversely affects, or in the future future, may adversely affect, the business, operations, properties, assets, assets or condition of the ParentLION GRI.

Absence of Certain Changes or Events. Except as set forth in the Parent Reports, since June 30, 2013described herein: (a) There has not been (i) any material adverse change, financial or otherwise, in the business, operations, properties, assets, or condition of the Parent TRON (whether or not covered by insurance) materially and adversely affecting the business, operations, properties, assets, or condition of the ParentTRON; (b) The Parent TRON, (except for pending corporate actions not included herein) has not (i) amended its Articles of Incorporation or by-laws; (ii) declared or made, or agreed to declare or make any payment of dividends or distributions of any assets of any kind whatsoever to shareholders stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stock; (iii) waived any rights of value which in the aggregate are extraordinary or material considering the business of the ParentTRON; (iv) made any material change in its method of management, operation, or accounting; (v) entered into any other material transactions; (vi) made any accrual or arrangement for or payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (vii) increased the rate of compensation payable or to become payable by it to any of its officers or directors or any of its employees; or (viii) made any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement, made to, for, or with its officers, directors, or employees;; TRON – TALK FOCUS STOCK EXCHANGE AGREEMENT - 8 (c) Except in the ordinary course of business for grants made pursuant to any equity or as otherwise as set forth on Schedule 5.8option incentive plan, the Parent TRON has not (i) granted or agreed to grant any options, warrants, or other rights for its stocks, bonds, or other corporate securities calling for the issuance thereof; (ii) other than any convertible promissory note(s) issued, borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) except liabilities incurred in the ordinary course of business; (iii) paid or agreed to pay any material obligation or liability (absolute or contingent) other than current liabilities reflected in or shown on the most recent Parent TRON balance sheet and current liabilities incurred since that date in the ordinary course of business and professional and other fees and expenses incurred in connection with the preparation of this Agreement and the consummation of the transactions contemplated hereby; (iv) sold or transferred, or agreed to sell or transfer, any of its assets, property, or rights (except assets, property, or rights not used or useful in its business which, in the aggregate have a value of less than $5,0001,000), or canceled, or agreed to cancel, any debts or claims (except debts or claims which in the aggregate are of a value of less than $5,0001,000); or (v) made or permitted any amendment or termination of any contract, agreement, or license to which it is a party if such amendment or termination is material, considering the business of the Parent; or (vi) issued, delivered, or agreed to issue or deliver any stock, bonds, or other corporate securities including debentures (whether authorized and unissued or held as treasury stock), except in connection with this Agreement; andTRON; (d) To the best knowledge of the ParentTRON, it has not become subject to any law or regulation which materially and adversely affects, or in the future may adversely affect, the business, operations, properties, assets, or condition of the ParentTRON.

Absence of Certain Changes or Events. Except as set forth in the Parent ReportsSince October 31, since June 30, 20132011: (a) There there has not been (i) any material adverse change, financial or otherwise, change in the business, operations, properties, assets, assets or condition of the Parent Bridgeway or (ii) any damage, destruction or loss to Bridgeway (whether or not covered by insurance) materially and adversely affecting the business, operations, properties, assets, assets or condition of the ParentBridgeway; (b) The Parent Bridgeway has not (i) amended its certificate of incorporation or Articles of Incorporation except as required by this Agreement or by-lawsas previously publicly disclosed in Bridgeway’s filings with the SEC; (ii) declared or made, or agreed to declare or make any payment of dividends or distributions of any assets of any kind whatsoever to shareholders stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stock; (iii) waived any rights of value which in the aggregate are extraordinary outside of the ordinary course of business or material considering the business of the ParentBridgeway; (iv) made any material change in its method of management, operation, or accounting; (v) entered into any transactions or agreements other material transactionsthan in the ordinary course of business; (vi) made any accrual or arrangement for or payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (vii) increased the rate of compensation payable or to become payable by it to any of its officers or directors or any of its employeessalaried employees whose monthly compensation exceed $1,000; or (viii) made any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement, made to, for, for or with its officers, directors, or employees; (c) Except in the ordinary course of business or as otherwise as set forth on Schedule 5.8, the Parent Bridgeway has not (i) granted or agreed to grant any options, warrants, or other rights for its stocksstock, bonds, or other corporate securities calling for the issuance thereof; (ii) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) except liabilities incurred in the ordinary course of business; (iii) paid or agreed to pay any material obligation obligations or liability liabilities (absolute or contingent) other than current liabilities reflected in or shown on the most recent Parent Bridgeway balance sheet and current liabilities incurred since that date in the ordinary course of business and professional and other fees and expenses incurred in connection with the preparation of this Agreement and the consummation of the transactions transaction contemplated hereby; (iv) sold or transferred, or agreed to sell or transfer, any of its assets, propertyproperties, or rights (except assets, propertyproperties, or rights not used or useful in its business which, in the aggregate have a value of less than $5,0001,000), or canceled, or agreed to cancel, any debts or claims (except debts or claims which in the aggregate are of a value of less than $5,0001,000); (v) made or permitted any amendment or termination of any contract, agreement, or license to which it is a party if such amendment or termination is material, considering the business of the ParentBridgeway; or (vi) issued, delivered, delivered or agreed to issue or deliver deliver, any stock, bonds, bonds or other corporate securities including debentures (whether authorized and unissued or held as treasury stock), except in connection with this Agreement; and (d) To the best knowledge of the ParentMajority Shareholder’s knowledge, it Bridgeway has not become subject to any law or regulation which materially and adversely affects, or in the future future, may adversely affect, the business, operations, properties, assets, assets or condition of the ParentBridgeway.

Absence of Certain Changes or Events. Except as set forth disclosed in the Parent Reportsits filings or permitted in writing by LLC, since June 30, 2013the date of the most recent IACH filings: (a) There has not been (i) any material adverse change, financial or otherwise, change in the business, operations, properties, assets, assets or condition of the Parent IACH or (ii) any damage, destruction or loss to IACH (whether or not covered by insurance) materially and adversely affecting the business, operations, properties, assets, assets or condition of the ParentIACH; (b) The Parent IACH has not (i) amended its Articles certificate of Incorporation incorporation or by-lawsbylaws; (ii) declared or made, or agreed to declare or make any payment of dividends or distributions of any assets of any kind whatsoever to shareholders stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stock; (iii) waived any rights of value which in the aggregate are extraordinary outside of the ordinary course of business or material considering the business of the ParentIACH; (iv) made any material change in its method of management, operation, or accounting; (v) entered into any transactions or agreements other material transactionsthan in the ordinary course of business; (vi) made any accrual or arrangement for or payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (vii) increased the rate of compensation payable or to become payable by it to any of its officers or directors or any of its employeessalaried employees whose monthly compensation exceed $1,000; or (viii) made any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, payment or arrangement, made to, for, for or with its officers, directors, or employees; (c) Except in the ordinary course of business or as otherwise as set forth on Schedule 5.8, the Parent IACH has not (i) granted or agreed to grant any options, warrants, or other rights for its stocksstock, bonds, or other corporate securities calling for the issuance thereof; (ii) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) except liabilities incurred in the ordinary course of business; (iii) paid or agreed to pay any material obligation obligations or liability liabilities (absolute or contingent) other than current liabilities reflected in or shown on the most recent Parent IACH balance sheet and current liabilities incurred since that date in the ordinary course of business and professional and other fees and expenses incurred in connection with the preparation of this Agreement and the consummation of the transactions transaction contemplated hereby; (iv) sold or transferred, or agreed to sell or transfer, any of its assets, propertyproperties, or rights (except assets, propertyproperties, or rights not used or useful in its business which, in the aggregate have a value of less than $5,0001000), or canceled, or agreed to cancel, any debts or claims (except debts or claims which in the aggregate are of a value of less than $5,0001000); (v) made or permitted any amendment or termination of any contract, agreement, or license to which it is a party if such amendment or termination is material, considering the business of the Parent; or (vi) issued, delivered, or agreed to issue or deliver any stock, bonds, or other corporate securities including debentures (whether authorized and unissued or held as treasury stock), except in connection with this Agreement; andIACH.. (d) To the best knowledge of the ParentIACH, it has not become subject to any law or regulation which materially and adversely affects, or in the future future, may adversely affect, the business, operations, properties, assets, assets or condition of the ParentIACH.

Absence of Certain Changes or Events. Except as set forth in Since December 31, 2014 (the Parent Reports, since June 30, 2013:“Cut-Off Date”): (a) There has not been (i) any material adverse change, financial or otherwise, change in the business, operations, properties, assets, assets or condition of Yinhang Nevada (including each of Yinhang HK, Huashang and the Parent VIEs), or (ii) any damage, destruction or loss Yinhang Nevada (including each of Yinhang HK, Huashang and the VIEs) (whether or not covered by insurance) , materially and adversely affecting the business, operations, properties, assets, assets or condition of Yinhang Nevada (including each of Yinhang HK, Huashang and the Parent;VIEs). (b) The Parent Yinhang Nevada (including each of Yinhang HK, Huashang and the VIEs) has not (i) amended its Articles of Incorporation or by-lawsthe Yinhang Nevada Charter Documents, except as required by this Agreement; (ii) declared or made, or agreed to declare or make any payment of dividends or distributions of any assets of any kind whatsoever to shareholders stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stock; (iii) waived any rights of value which in the aggregate are extraordinary outside of the ordinary course of its business or material considering the business of the Parentits business; (iv) made any material change in its method of management, operation, or accounting; (v) entered into any transactions or agreements other material transactionsthan in the ordinary course of business; (vi) made any accrual or arrangement for or payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (vii) increased the rate of compensation payable or to become payable by it to any of its officers or directors or any of its employeessalaried employees whose monthly compensation exceed $1,000; or (viii) made any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement, made to, for, for or with its officers, directors, or employees;. (c) Except in Yinhang Nevada (including each of Yinhang HK, Huashang and the ordinary course of business or as otherwise as set forth on Schedule 5.8, the Parent VIEs) has not (i) granted or agreed to grant any options, warrants, or other rights for its stocksstock, bonds, or other corporate securities calling for the issuance thereof; (ii) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) except liabilities incurred in the ordinary course of business; (iii) paid or agreed to pay any material obligation obligations or liability liabilities (absolute or contingent) other than current liabilities reflected in or shown on the most recent Parent balance sheet 2014 Combined Balance Sheet and current liabilities incurred since that date the Cut-Off Date in the ordinary course of business and professional and other fees and expenses incurred in connection with the preparation of this Agreement and the consummation of the transactions transaction contemplated hereby; (iv) sold or transferred, or agreed to sell or transfer, any of its assets, propertyproperties, or rights (except assets, propertyproperties, or rights not used or useful in its business which, in the aggregate have a value of less than $5,0001,000), or canceled, or agreed to cancel, any debts or claims (except debts or claims which in the aggregate are of a value of less than $5,0001,000); (v) made or permitted any amendment or termination of any contract, agreement, or license to which it is a party if such amendment or termination is material, considering the business of the Parentits business; or (vi) issued, delivered, delivered or agreed to issue or deliver deliver, any stock, bonds, bonds or other corporate securities including debentures (whether authorized and unissued or held as treasury stock), except in connection with this Agreement; and. (d) To Yinhang Nevada (including each of Yinhang HK, Huashang and the best knowledge of the Parent, it VIEs) has not become subject to any law or regulation which materially and adversely affects, or in the future future, may adversely affect, the its business, operations, properties, assets, assets or condition of the Parentcondition.

Absence of Certain Changes or Events. Except as set forth Since the date of the most recent ORNC balance sheet included in the Parent ORNC SEC Reports, since June 30, 2013: (a) There there has not been been: (i) any material adverse change, financial or otherwise, change in the business, operations, properties, assets, assets or condition of the Parent ORNC or (ii) any damage, destruction or loss to ORNC (whether or not covered by insurance) materially and adversely affecting the business, operations, properties, assets, assets or condition of the ParentORNC; (b) The Parent ORNC has not not: (i) amended its Articles certificate of Incorporation incorporation or by-lawsbylaws except as required by this Agreement; (ii) declared or made, or agreed to declare or make any payment of dividends or distributions of any assets of any kind whatsoever to shareholders stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stock; (iii) waived any rights of value which in the aggregate are extraordinary outside of the ordinary course of business or material considering the business of the ParentORNC; (iv) made any material change in its method of management, operation, or accounting; (v) entered into any other material transactionstransactions or agreements of any kind or nature; (vi) made any accrual or arrangement for or payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (vii) increased the rate of compensation payable or to become payable by it to any of its officers or directors or any of its employeessalaried employees whose monthly compensation exceed $1,000; or (viii) made any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement, made to, for, for or with its officers, directors, or employees; (c) Except in the ordinary course of business or as otherwise as set forth on Schedule 5.8, the Parent ORNC has not not: (i) granted or agreed to grant any options, warrants, or other rights for its stocksstock, bonds, or other corporate securities calling for the issuance thereof; (ii) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) except liabilities incurred in the ordinary course of business); (iii) paid or agreed to pay any material obligation obligations or liability liabilities (absolute or contingent) other than current liabilities reflected in or shown on the most recent Parent ORNC balance sheet and current liabilities incurred since that date in the ordinary course of business and professional and other fees and expenses incurred in connection with the preparation of this Agreement and the consummation of the transactions transaction contemplated hereby; (iv) sold or transferred, or agreed to sell or transfer, any of its assets, propertyproperties, or rights (except assets, property, or rights not used or useful in its business which, in the aggregate have a value of less than $5,000)rights, or canceled, or agreed to cancel, any debts or claims (except debts or claims which in the aggregate are of a value of less than $5,000)claims; (v) made or permitted any amendment or termination of any contract, agreement, or license to which it is a party if such amendment or termination is material, considering the business of the ParentORNC; or (vi) issued, delivered, delivered or agreed to issue or deliver deliver, any stock, bonds, bonds or other corporate securities including debentures (whether authorized and unissued or held as treasury stock), except in connection with this Agreement; and (d) To the best knowledge of the Parentto its knowledge, it ORNC has not become subject to any law or regulation which materially and adversely affects, or in the future future, may adversely affect, the business, operations, properties, assets, assets or condition of the ParentGroup.

Absence of Certain Changes or Events. Except as set forth in the Parent Reportsthis Agreement, since June 30May 31, 20132018: (a) There To the best of Incumaker’s knowledge, there has not been (i) any material adverse change, financial or otherwise, change in the business, operations, properties, assets, or condition of the Parent Incumaker; or (ii) any damage, destruction, or loss to Incumaker (whether or not covered by insurance) materially and adversely affecting the business, operations, properties, assets, or condition of the ParentIncumaker; (b) The Parent Incumaker has not (i) amended its Articles certificate of Incorporation incorporation or by-lawsbylaws; (ii) declared or made, or agreed to declare or make make, any payment of dividends or distributions of any assets of any kind whatsoever to shareholders stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stock; (iii) waived any rights of value which in the aggregate are extraordinary or material considering the business of the ParentIncumaker; (iv) made any material change in its method of management, operation, or accounting; (v) entered into any other material transactionstransaction not in the ordinary course of business; (vi) made any accrual or arrangement for or payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (vii) increased the rate of compensation payable or to become payable by it to any of its officers or officers, directors or any of its employees; employees or (viii) made any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement, arrangement made to, for, or with its officers, directors, or employees;; and (c) Except Incumaker has not except in the ordinary course of business or as otherwise as set forth on Schedule 5.8, the Parent has not (i) granted or agreed to grant any options, warrants, or other rights for its stocks, bonds, or other corporate securities calling for the issuance thereof; (ii) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) except liabilities incurred in the ordinary course of business); (iiiii) paid or agreed to pay any material obligation or liability (absolute or contingent) other than current liabilities reflected in or shown on the most recent Parent Incumaker balance sheet and current liabilities incurred since that date in the ordinary course of business and professional and other fees and expenses incurred in connection with the preparation of this Agreement and the consummation of the transactions contemplated herebydated December 31, 2017; (iviii) sold or transferred, or agreed to sell or transfer, any of its assets, propertyproperties, or rights (except (A) the transactions contemplated by the Purchase Agreement, and (B) assets, propertyproperties, or rights not used or useful in its business which, in the aggregate have a value of less than $5,00010,000), or canceled, or agreed to cancel, any debts or claims (except debts or claims which in the aggregate are of a value of less than $5,0001,000); (viv) made or permitted any amendment or termination of any contract, agreement, or license to which it is a party if such amendment or termination is material, considering the business of the ParentIncumaker; or (viv) issued, delivered, or agreed to issue or deliver any stock, bonds, bonds or other corporate securities of whatever kind or nature including without limitation debentures (whether authorized and unissued or held as treasury stock), except in connection with this Agreement; and (d) To the best knowledge of the Parentconvertible securities, it has not become subject to any law or regulation which materially and adversely affectswarrants, options, or in the future may adversely affect, the business, operations, properties, assets, or condition of the Parentpreferred stock).

Absence of Certain Changes or Events. Except as set forth in this Agreement or the Parent ReportsNew Century Schedules, since June 30May 15, 20132001: (a) There there has not been (i) any material adverse change, financial or otherwise, change in the business, operations, properties, assets, or condition of the Parent New Century or (ii) any damage, destruction, or loss to New Century (whether or not covered by insurance) materially and adversely affecting the business, operations, properties, assets, or condition of the ParentNew Century; (b) The Parent New Century has not (i) amended its Articles articles of Incorporation incorporation or by-lawsbylaws; (ii) declared or made, or agreed to declare or make make, any payment of dividends or distributions of any assets of any kind whatsoever to shareholders stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stock; (iii) waived any rights of value which in the aggregate are extraordinary outside of the ordinary course of business or material considering the business of the ParentNew Century; (iv) made any material change in its method of management, operation, operation or accounting; (v) entered into any other material transactionstransaction other than sales in the ordinary course of its business; (vi) made any accrual or arrangement for or payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (vii) increased the rate of compensation payable or to become payable by it to any of its officers or directors or any of its employeessalaried employees whose monthly compensation exceeds $1,000; or (viii) made any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement, arrangement made to, for, or with its officers, directors, or employees; (c) Except in the ordinary course of business or as otherwise as set forth on Schedule 5.8, the Parent New Century has not (i) granted or agreed to grant any options, warrants, or other rights for its stocks, bonds, or other corporate securities calling for the issuance thereof; (ii) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) except as disclosed herein and except liabilities incurred in the ordinary course of business; (iiiii) paid or agreed to pay any material obligation obligations or liability (absolute or contingent) other than current liabilities reflected in or shown on the most recent Parent New Century balance sheet sheet, and current liabilities incurred since that date in the ordinary course of business and professional and other fees and expenses incurred in connection with the preparation of this Agreement and the consummation of the transactions contemplated hereby; (iviii) sold or transferred, or agreed to sell or transfer, any of its assets, propertyproperties, or rights (except assets, propertyproperties, or rights not used or useful in its business which, in the aggregate have a value of less than $5,00010,000), or canceled, or agreed to cancel, any debts or claims (except debts or claims which in the aggregate are of a value of less than $5,00010,000); (viv) made or permitted any amendment or termination of any contract, agreement, or license to which it is a party if such amendment or termination is material, considering the business of the ParentNew Century; or (viv) issued, delivered, or agreed to issue or deliver any stock, bonds, bonds or other corporate securities including debentures (whether authorized and unissued or held as treasury stock), except in connection with this Agreement; and (d) To to the best knowledge of the ParentNew Century, it New Century has not become subject to any law or regulation which materially and adversely affects, or in the future may adversely affect, affect the business, operations, properties, assets, or condition of the ParentNew Century.

Absence of Certain Changes or Events. Except as set forth disclosed in the Parent Reportsits filings or permitted in writing by CORP, since June 30, 2013the date of the most recent IACH filings: (a) There has not been (i) any material adverse change, financial or otherwise, change in the business, operations, properties, assets, assets or condition of the Parent IACH or (ii) any damage, destruction or loss to IACH (whether or not covered by insurance) materially and adversely affecting the business, operations, properties, assets, assets or condition of the ParentIACH; (b) The Parent IACH has not (i) amended its Articles certificate of Incorporation incorporation or by-lawsbylaws; (ii) declared or made, or agreed to declare or make any payment of dividends or distributions of any assets of any kind whatsoever to shareholders stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stock; (iii) waived any rights of value which in the aggregate are extraordinary outside of the ordinary course of business or material considering the business of the ParentIACH; (iv) made any material change in its method of management, operation, or accounting; (v) entered into any transactions or agreements other material transactionsthan in the ordinary course of business; (vi) made any accrual or arrangement for or payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (vii) increased the rate of compensation payable or to become payable by it to any of its officers or directors or any of its employeessalaried employees whose monthly compensation exceed $1,000; or (viii) made any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, payment or arrangement, made to, for, for or with its officers, directors, or employees; (c) Except in the ordinary course of business or as otherwise as set forth on Schedule 5.8, the Parent IACH has not (i) granted or agreed to grant any options, warrants, or other rights for its stocksstock, bonds, or other corporate securities calling for the issuance thereof; (ii) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) except liabilities incurred in the ordinary course of business; (iii) paid or agreed to pay any material obligation obligations or liability liabilities (absolute or contingent) other than current liabilities reflected in or shown on the most recent Parent IACH balance sheet and current liabilities incurred since that date in the ordinary course of business and professional and other fees and expenses incurred in connection with the preparation of this Agreement and the consummation of the transactions transaction contemplated hereby; (iv) sold or transferred, or agreed to sell or transfer, any of its assets, propertyproperties, or rights (except assets, propertyproperties, or rights not used or useful in its business which, in the aggregate have a value of less than $5,0001000), or canceled, or agreed to cancel, any debts or claims (except debts or claims which in the aggregate are of a value of less than $5,0001000); (v) made or permitted any amendment or termination of any contract, agreement, or license to which it is a party if such amendment or termination is material, considering the business of the Parent; or (vi) issued, delivered, or agreed to issue or deliver any stock, bonds, or other corporate securities including debentures (whether authorized and unissued or held as treasury stock), except in connection with this Agreement; andIACH.. (d) To the best knowledge of the ParentIACH, it has not become subject to any law or regulation which materially and adversely affects, or in the future future, may adversely affect, the business, operations, properties, assets, assets or condition of the ParentIACH.

Absence of Certain Changes or Events. Except as set forth described herein or in the Parent ReportsOxford Schedules, since June 30, 2013the date of the most recent Oxford balance sheet: (a) There there has not been (i) any material adverse change, financial or otherwise, change in the business, operations, properties, assets, assets or condition of the Parent Oxford or (ii) any damage, destruction or loss to Oxford (whether or not covered by insurance) materially and adversely affecting the business, operationsoperation, properties, assets, assets or condition of the ParentOxford; (b) The Parent Oxford has not (i) amended its Articles articles of Incorporation incorporation or by-lawsbylaws; (ii) declared or made, or agreed to declare or make any payment of dividends or distributions of any assets of any kind whatsoever to shareholders stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stock; (iii) waived any rights of value which in the aggregate are extraordinary or material considering the business of the ParentOxford; (iv) made any material change in its method of management, operation, or accounting; (v) entered into any other material transactions; (vi) made any accrual or of arrangement for or payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (vii) increased the rate of compensation payable or to become payable by it to any of its officers or directors or any of its employeesemployees whose monthly compensation exceed $1,000; or (viii) made any such increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement, made to, for, for or with its officers, directors, or employees; (c) Except in the ordinary course of business or as otherwise as set forth on Schedule 5.8, the Parent Oxford has not (i) granted or agreed to grant any options, warrants, or other rights for its stocks, bonds, or other corporate securities calling for the issuance thereof; (ii) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) except liabilities incurred in the ordinary course of business; (iii) paid or agreed to pay any material obligation obligations or liability liabilities (absolute or contingent) other than current liabilities reflected in or shown on the most recent Parent Oxford balance sheet and current liabilities incurred since that date in the ordinary course of business and professional and other fees and expenses incurred in connection with the preparation of this Agreement and the consummation of the transactions transaction contemplated hereby; (iv) sold or transferred, or agreed to sell or transfer, any of its assets, propertyproperties, or rights (except assets, propertyproperties, or rights not used or useful in its business which, in the aggregate have a value of less than $5,0001000), or canceled, or agreed to cancel, any debts or claims (except debts or claims which in the aggregate are of a value of less than $5,0001000); (v) made or permitted any amendment or termination of any contract, agreement, or license to which it is a party if such amendment or termination is material, considering concerning the business of the ParentOxford; or (vi) issued, delivered, delivered or agreed to issue or deliver deliver, any stock, bonds, or other corporate securities including debentures (whether authorized unauthorized and unissued or held as treasury stock), except in connection with this Agreement; and. (d) To to the best knowledge of the ParentOxford, it has not become subject to any law or regulation which materially and adversely affects, or in the future future, may adversely affect, the business, operations, properties, assets, assets or condition of the ParentOxford.

Absence of Certain Changes or Events. Except Since September 30, 2017 and except as disclosed in the SEC Reports or as set forth in Section 3.06 of the Parent Reports, since June 30, 2013OHGI Disclosure Schedules hereto: (a) There there has not been (i) any material adverse change, financial or otherwise, change in the business, operations, properties, assets, assets or condition of the Parent OHGI or (ii) any damage, destruction or loss to OHGI (whether or not covered by insurance) materially and adversely affecting the business, operations, properties, assets, assets or condition of the ParentOHGI; (b) The Parent OHGI has not (i) amended its Articles certificate of Incorporation incorporation or by-laws, except as required by this Agreement; (ii) declared or made, or agreed to declare or make any payment of dividends or distributions of any assets of any kind whatsoever to shareholders stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stock; (iii) waived any rights of value value, which in the aggregate are extraordinary outside of the ordinary course of business or material considering the business of the ParentOHGI; or (iv) made any material change in its method of management, operation, or accounting; (v) entered into any other material transactions; (vi) made any accrual or arrangement for or payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (vii) increased the rate of compensation payable or to become payable by it to any of its officers or directors or any of its employees; or (viii) made any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement, made to, for, or with its officers, directors, or employees; (c) Except in the ordinary course of business or as otherwise as set forth on Schedule 5.8, the Parent OHGI has not except as has or will be disclosed in SEC Reports: (i) granted or agreed to grant any options, warrants, or other rights for its stocksstock, bonds, or other corporate securities calling for the issuance thereof; (ii) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) except liabilities incurred in the ordinary course of business; (iii) paid or agreed to pay any material obligation obligations or liability liabilities (absolute or contingent) other than current liabilities reflected in or shown on the most recent Parent OHGI balance sheet and current liabilities incurred since that date in the ordinary course of business and professional and other fees and expenses incurred in connection with the preparation of this Agreement and the consummation of the transactions transaction contemplated hereby; (iv) sold or transferred, or agreed to sell or transfer, any of its assets, propertyproperties, or rights (except assets, propertyproperties, or rights not used or useful in its business which, in the aggregate have a value of less than $5,0001,000), or canceled, or agreed to cancel, any debts or claims (except debts or claims which in the aggregate are of a value of less than $5,0001,000); (v) made or permitted any amendment or termination of any contract, agreement, or license to which it is a party if such amendment or termination is material, considering the business of the ParentOHGI; or (vi) issued, delivered, delivered or agreed to issue or deliver deliver, any stock, bonds, bonds or other corporate securities including debentures (whether authorized and unissued or held as treasury stock), except in connection with this Agreement; and (d) To the best knowledge of the Parent, it OHGI has not become subject to any law or regulation which that materially and adversely affects, or in the future future, may adversely affect, the business, operations, properties, assets, assets or condition of the ParentOHGI.

Absence of Certain Changes or Events. Except as set forth on the Disclosure Schedule, since December 31, 1998, each Company has conducted its Business only in the Parent Reports, since June 30, 2013ordinary course and consistent with past practices and the Companies have not: (a) There has not been (i) suffered any material adverse changedamage, financial destruction or otherwise, in the business, operations, properties, assets, or condition loss of any of the Parent (Assets, whether or not covered by insurance) materially and adversely affecting the business, operations, properties, assets, or condition in excess of the ParentFifty Thousand Dollars ($50,000); (b) The Parent has not (i) amended its Articles suffered any change in the financial condition of Incorporation the Companies or by-laws; (ii) declared suffered any other event or made, or agreed to declare or make any payment of dividends or distributions condition of any assets of any kind whatsoever to shareholders character which individually or purchased or redeemed, or agreed to purchase or redeem, any of its capital stock; (iii) waived any rights of value which in the aggregate are extraordinary had or material considering the business of the Parent; (iv) made any material change in its method of management, operation, or accounting; (v) entered into any other material transactions; (vi) made any accrual or arrangement for or payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (vii) increased the rate of compensation payable or to become payable by it to any of its officers or directors or any of its employees; or (viii) made any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement, made to, for, or with its officers, directors, or employeeshas a Material Adverse Effect; (c) Except in the ordinary course of business paid, discharged or as otherwise as set forth on Schedule 5.8satisfied any claims, the Parent has not liabilities or obligations (i) granted absolute, accrued, contingent or agreed to grant any options, warrants, or other rights for its stocks, bonds, or other corporate securities calling for the issuance thereof; (ii) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingentotherwise) except liabilities incurred in the ordinary course of business; ; (iiid) paid waived any claims or agreed to pay rights of substantial value of the Companies taken as a whole, except in each case in the ordinary course of business; (e) pledged or permitted the imposition of any material obligation or liability lien on (absolute or contingent) other than current liabilities reflected Permitted Liens and the Assumed Liabilities) or sold, assigned, transferred or otherwise disposed of any of the Assets, except the sale of Inventory in the ordinary course of business; (f) made any change in any method of accounting or shown on accounting principle or practice; (g) except for de minimus adjustments, written up or down the most recent Parent balance sheet value of the Inventory or determined as collectible any notes or Accounts Receivable of or arising out of the Business that were previously considered to be uncollectable, except for write-ups or write-downs and current liabilities incurred since that date other determinations in the ordinary course of business and professional and other fees and expenses incurred in connection consistent with the preparation of this Agreement and the consummation of the transactions contemplated hereby; past practice; (ivh) sold or transferred, or agreed to sell or transfer, granted any of its assets, property, or rights (except assets, property, or rights not used or useful in its business which, general increase in the aggregate have a value of less than $5,000compensation payable or to become payable to its officers or employees (including any such increase pursuant to any bonus, pension, profit-sharing or other plan or commitment), or canceledany special increase in the compensation payable or to become payable to any such officer or employee, or agreed made any bonus payments to cancelany such officer or employee, any debts or claims (except debts or claims which for normal merit and cost of living increases in the aggregate are ordinary course of a value business and in accordance with past practice; (i) entered into any employment agreements with any employees; (j) sold, assigned or transferred any of less than $5,000); the Assets except in the normal course of business; (vk) made or permitted executed any amendment amendment, cancellation, or termination of any contract, agreementlicense, or license other instrument material to the Business (other than an amendment to the TriEnda Agreement which it is provides for dispute resolution with respect to additional amounts payable by Triangle); (l) failed to repay any material obligation, except where such failure would not have a party if such amendment Material Adverse Effect; (m) failed to operate the Business in the ordinary course or termination is materialto preserve the Business intact, considering to keep available to the business Buyer the services of the Parent; employees of the Companies and to preserve for the Buyer the goodwill of the Companies' suppliers, customers, and other having business relations with it, except where such failure would not have a Material Adverse Effect; (n) declared, set aside or paid any dividends or distributions in respect of any outstanding securities of the Seller, any redemption, purchase, or other acquisition of any of the Seller's outstanding securities, or any other payments, including the payment of any amounts due on obligations of Seller to its shareholders or directors other than distributions and repayment of amounts due shareholders necessary for the payment of taxes and other than intercompany transactions; (vio) issuedincurred indebtedness for borrowed money or any commitment to borrow money by the Seller (other than borrowing under the Magna Bank N.A. line of credit), delivered, or any loans made or agreed to issue be made by the Seller, or deliver any stockguarantee, bondsassumption, endorsement of, or other corporate securities assumption of any obligation by Seller with respect to any liabilities or obligations of any other Person; (p) incurred any liability involving Fifty Thousand Dollars ($50,000) or more, or any increase or change in any assumptions underlying or methods of calculating any bad debt, contingency, or other reserves of the Seller except for (i) purchases of raw materials (including debentures utilities, contract manufacturing and subassembling) in the ordinary course of business in accordance with past practice, (whether authorized ii) payroll accruals in the ordinary course of business in accordance with past practice, (iii) intercompany debt, and unissued (iv) advertising, insurance premiums, sales commissions, and purchases of tooling in the ordinary course of business in accordance with past practice; (q) issued any purchase order for an amount greater than One Hundred Thousand Dollars, or held as treasury stockgroup of related purchase orders, for an aggregate amount in excess of One Hundred Thousand Dollars ($100,000), except for purchases of raw materials (including contract manufacturing and subassembling) in connection the ordinary course of business in accordance with this Agreement; andpast practice; (dr) To made individual capital commitments on behalf of or relating to the best Business in excess of One Hundred Thousand Dollars ($100,000); (s) failed to maintain accounts receivable, inventory, accounts payable and other tangible capital accounts relating to the Business; (t) entered into any individual agreement to provide goods or services that would result in a loss (based on the knowledge of Seller and current market and economic conditions) at the Parentgross profit level in an amount greater than One Hundred Thousand Dollars ($100,000); or (u) agreed, it has not become subject whether in writing or otherwise, to take any law or regulation which materially and adversely affects, or action described in the future may adversely affect, the business, operations, properties, assets, or condition of the Parentthis Section 5.13.

Absence of Certain Changes or Events. Except as set forth in the Parent Reports, since June 30, 2013: (a) There Since the date of the Acquiror Holding Latest Balance Sheet, there has not been been: (i) any material adverse changechange in the operations, properties, assets, or financial condition business, of either Acquiror Holding or otherwiseAcquiror Bank, in or any event which has had or will have a material adverse effect on the business, operations, properties, assets, or financial condition of the Parent Acquiror Holding or Acquiror Bank; (whether ii) any loss, damage, destruction, or not covered by insurance) other casualty materially and adversely affecting any of the business, operations, properties, assets, or financial condition of the ParentAcquiror Holding or Acquiror Bank or any of their subsidiaries (whether or not covered by insurance); (biii) The Parent has not (i) amended its Articles any increase of Incorporation more than 10% in the compensation payable by either Acquiror Holding or by-laws; (ii) declared Acquiror Bank to any of their directors, officers, agents, consultants, or employees whose total compensation after the increase was in excess of $[ ] per annum, or any extraordinary bonus, percentage compensation, service award, or other like benefit granted, made, or agreed accrued to declare or make any payment of dividends or distributions the credit of any assets of any kind whatsoever to shareholders or purchased or redeemeddirector, officer, agent, consultant, or agreed to purchase or redeem, any of its capital stock; (iii) waived any rights of value which in the aggregate are extraordinary or material considering the business of the Parent; (iv) made any material change in its method of management, operationemployee, or accounting; (v) entered into any other material transactions; (vi) made any accrual or arrangement for or payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (vii) increased the rate of compensation payable or to become payable by it to any of its officers or directors or any of its employees; or (viii) made any increase in any profit sharing, bonus, deferred compensation, insuranceextraordinary welfare, pension, retirement, or other employee similar payment or arrangement made or agreed to by Acquiror Holding or Acquiror Bank for the benefit planof the director, officer, agent, consultant, or employee; (iv) any change in any method of accounting or accounting practice of Acquiror Holding or Acquiror Bank; (v) any loan in excess of $[ ] or portion of a loan in excess of $[ ] (A) rescheduled as to payments, (B) subject to a moratorium on payment, or arrangement, made to, for, (C) written off as uncollectible by Acquiror Holding or with its officers, directors, or employees;Acquiror Bank; or (cvi) Except any agreement or understanding, whether in writing or otherwise, of Acquiror Holding or Acquiror Bank to do any of the ordinary course foregoing. (b) Since the date of business or as otherwise as set forth on Schedule 5.8the Acquiror Holding Latest Balance Sheet, the Parent has not neither Acquiror Holding nor Acquiror Bank has: (i) granted issued or agreed to grant sold any optionspromissory note, warrantsstock, or other rights for its stocks, bondsbond, or other corporate securities calling for security of which it is the issuance thereof; issuer in an amount greater than $[ ]; (ii) borrowed discharged or agreed to borrow satisfied any funds lien or incurred, encumbrance or become subject to, paid or satisfied any material obligation or liability (absolute whether absolute, accrued, contingent, or contingentotherwise and whether due or to become due) except liabilities incurred in the ordinary course of business; (iii) paid an amount greater than $[ ] as to each lien, encumbrance, obligation, or agreed to pay any material obligation or liability (absolute or contingent) liability, other than (A) current liabilities reflected in or shown on the most recent Parent balance sheet Acquiror Holding Latest Balance Sheet and current liabilities incurred since that the date of the Acquiror Holding Latest Balance Sheet in the ordinary course of business and professional consistent with past practice and (B) any lien, encumbrance, obligation, or liability of the nature (regardless of amount) required to be disclosed under Section 4.10(a)(iii); (iii) declared, paid, or set aside for payment any dividend or other fees distribution (whether in cash, stock, or property), except for dividends by Acquiror Bank to Acquiror Holding to necessary to pay necessary and routine expenses of Holding; the extent Acquiror (iv) split, combined, or reclassified any shares of its capital stock, or redeemed, purchased, or otherwise acquired any shares of its capital stock or other securities; (v) sold, assigned, or transferred any of its assets (real, personal or mixed, tangible, or intangible), canceled any debts or claims, or waived any rights of substantial value, except, in each case, in the ordinary course of business and consistent with past practice; (vi) sold, assigned, transferred, or permitted to lapse any patents, trademarks, trade names, copyrights, or other similar assets, including related applications or licenses; (vii) paid any amounts or incurred any liability to or in respect of, or sold any properties or assets (real, personal or mixed, tangible or intangible) to, or engaged in any transaction (other than any transaction of the nature required to be disclosed under Section 4.10(a)(iii)) or entered into any agreement or arrangement with, any corporation or business in which Acquiror Holding, Acquiror Bank, or any of their officers or directors, or any “affiliate” or “associate” (as those terms are defined in the rules and regulations promulgated under the 1933 Act) of Acquiror Holding, Acquiror Bank, or any of their officers or directors, has any direct or indirect interest; (viii) entered into any collective bargaining agreements; or (ix) entered into any other transaction, other than in the ordinary course of business and consistent with past practice or in connection with the preparation of this Agreement and the consummation of the transactions contemplated hereby; (iv) sold or transferred, or agreed to sell or transfer, any of its assets, property, or rights (except assets, property, or rights not used or useful in its business which, in the aggregate have a value of less than $5,000), or canceled, or agreed to cancel, any debts or claims (except debts or claims which in the aggregate are of a value of less than $5,000); (v) made or permitted any amendment or termination of any contract, agreement, or license to which it is a party if such amendment or termination is material, considering the business of the Parent; or (vi) issued, delivered, or agreed to issue or deliver any stock, bonds, or other corporate securities including debentures (whether authorized and unissued or held as treasury stock), except in connection with by this Agreement; and (d) To the best knowledge of the Parent, it has not become subject to any law or regulation which materially and adversely affects, or in the future may adversely affect, the business, operations, properties, assets, or condition of the Parent.

Absence of Certain Changes or Events. Except Since March 31, 2004, except as set forth otherwise disclosed in the Parent Reports, since June 30, 2013applicable iBill Financial Statements or on Schedule 3.06 to the Media Billing Disclosure Schedule: (a) There there has not been (i) any material adverse change, financial Penthouse Material Adverse Effect or otherwise, in the business, operations, properties, assetsiBill Material Adverse Effect, or condition of the Parent (ii) any damage, destruction, or loss (whether or not covered by insurance) materially and adversely affecting the business, operations, properties, assets, or condition of Penthouse or the ParentiBill Companies; (b) The Parent has the iBill Companies have not (i) amended its Articles of Incorporation or by-lawsOrganization; (ii) declared or made, or agreed to declare or make make, any payment of dividends or distributions of any assets of any kind whatsoever to shareholders stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its outstanding capital stock; ; (iiic) Neither Penthouse, nor the iBill Companies has (i) waived any rights of value which in the aggregate are extraordinary or material considering the business in respect of the ParentiBill Business; (ivii) made any material change in its method of management, operation, or accountingaccounting for the iBill Business; (viii) entered into any other material transactionstransaction relative to the iBill Companies; (viiv) made any accrual or arrangement for or payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employeeemployee of the iBill Companies; (viiv) increased the rate of compensation payable or to become payable by it to any of its officers or directors or any employees of its employeesthe iBill Companies whose monthly compensation exceeds $15,000; or (viiivi) made any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement, arrangement made to, for, or with its officers, directors, or employeesemployees of the iBill Companies; (cd) Except in connection with a proposed $5.0 million revolving line of credit for the ordinary course of business or as otherwise as set forth iBill Companies and its negotiations with respect to the Plan Financings disclosed on Schedule 5.83.06 to the Media Billing Disclosure Schedule, the Parent Penthouse has not with respect to the iBill Companies (i) granted or agreed to grant any options, warrants, or other rights for its stocks, bonds, or other corporate securities calling for the issuance thereof; (ii) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) except liabilities incurred in the ordinary course of business; (iiiii) paid or agreed to pay any material obligation or liability (absolute or contingent) other than current liabilities reflected in or shown on the most recent Parent Penthouse balance sheet sheet, and current liabilities incurred since that date in the ordinary course of business and professional and other fees and expenses incurred in connection with the preparation of this Agreement and the consummation of the transactions contemplated herebybusiness; (iviii) sold or transferred, or agreed to sell or transfer, any of its assets, propertyproperties, or rights (except assets, propertyproperties, or rights not used or useful in its business which, in the aggregate have a value of less than $5,000), or canceledcancelled, or agreed to cancel, any debts or claims (except debts or claims which in the aggregate are of a value of less than $5,000); (viv) made or permitted any amendment or termination of any contract, agreement, or license to which it is a party if such amendment or termination is material, considering the business in respect of the ParentiBill Business; or (viv) issued, delivered, or agreed to issue or deliver any stock, bonds, bonds or other corporate securities including debentures (whether authorized and unissued or held as treasury stock), except in connection with this Agreement; and (de) To to the best knowledge of Penthouse, none of the Parent, it iBill Companies has not become subject to any law or regulation which materially and adversely affects, or in the future may adversely affect, the its business, operations, properties, assets, or condition of the Parentfinancial condition.

Absence of Certain Changes or Events. Except as set forth in this Agreement or the Parent ReportsPacificap Schedules, since June 30July, 20132003: (a) There there has not been (i) any material adverse change, financial or otherwise, change in the business, operations, properties, assets, or condition of the Parent Pacificap or (ii) any damage, destruction, or loss to Pacificap (whether or not covered by insurance) materially and adversely affecting the business, operations, properties, assets, or condition of the ParentPacificap; (b) The Parent Pacificap has not (i) amended its Articles articles of Incorporation incorporation or by-lawsbylaws; (ii) declared or made, or agreed to declare or make make, any payment of dividends or distributions of any assets of any kind whatsoever to shareholders stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stock; (iii) waived any rights of value which in the aggregate are extraordinary outside of the ordinary course of business or material considering the business of the ParentPacificap; (iv) made any material change in its method of management, operation, operation or accounting; (v) entered into any other material transactionstransaction other than sales in the ordinary course of its business; (vi) made any accrual or arrangement for or payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (vii) increased the rate of compensation payable or to become payable by it to any of its officers or directors or any of its employeessalaried employees whose monthly compensation exceeds $1,000; or (viii) made any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement, arrangement made to, for, or with its officers, directors, or employees;; (this paragraph cannot be deleted because it demonstrates to the regulators that the company has done its due diligence. If none of the items exist, so be it. We have made a good faith effort to ask the questions and make the determination that these issues are not a problem, impediment, or otherwise). If there are any material transactions, we must have them presented before closing. (c) Except in the ordinary course of business or as otherwise as set forth on Schedule 5.8, the Parent Pacificap has not (i) granted or agreed to grant any options, warrants, or other rights for its stocks, bonds, or other corporate securities calling for the issuance thereof; (ii) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) except as disclosed herein and except liabilities incurred in the ordinary course of business; (iiiii) paid or agreed to pay any material obligation obligations or liability (absolute or contingent) other than current liabilities reflected in or shown on the most recent Parent balance sheet liabilities, and current liabilities incurred since that date in the ordinary course of business and professional and other fees and expenses incurred in connection with the preparation of this Agreement and the consummation of the transactions contemplated hereby; (iviii) sold or transferred, or agreed to sell or transfer, any of its assets, propertyproperties, or rights (except assets, propertyproperties, or rights not used or useful in its business which, in the aggregate have a value of less than $5,000), or canceled, or agreed to cancel, any debts or claims (except debts or claims which in the aggregate are of a value of less than $5,0001,000); or (viv) made or permitted any amendment or termination of any contract, agreement, or license to which it is a party if such amendment or termination is material, considering the business of the Parent; or (vi) issued, delivered, or agreed to issue or deliver any stock, bonds, or other corporate securities including debentures (whether authorized and unissued or held as treasury stock), except in connection with this AgreementPacificap; and (d) To the best and actual knowledge of the ParentPacificap, it Pacificap has not become subject to any law or regulation which materially and adversely affects, or in the future may adversely affect, affect the business, operations, properties, assets, or condition of the ParentPacificap.

Absence of Certain Changes or Events. Except as set forth in the Parent Reports, since June Since September 30, 20132016: (a) There there has not been (i) any material adverse change, financial or otherwise, change in the business, operations, properties, assets, assets or condition of the Parent Target or (ii) any damage, destruction or loss to Target (whether or not covered by insurance) materially and adversely affecting the business, operations, properties, assets, assets or condition of the ParentTarget; (b) The Parent Target has not (i) amended its Articles memorandum of Incorporation association or by-lawsarticles of association or equivalent documents except as required by this Agreement; (ii) declared or made, or agreed to declare or make any payment of dividends or distributions of any assets of any kind whatsoever to shareholders stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stock; (iii) waived any rights of value which in the aggregate are extraordinary outside of the ordinary course of business or material considering the business of the ParentTarget; (iv) made any material change in its method of management, operation, or accounting; (v) entered into any transactions or agreements other material transactionsthan in the ordinary course of business; (vi) made any accrual or arrangement for or payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (vii) increased the rate of compensation payable or to become payable by it to any of its officers or directors or any of its employeessalaried employees whose monthly compensation exceed $1,000; or (viii) made any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement, made to, for, for or with its officers, directors, or employees; (c) Except in the ordinary course of business or as otherwise as set forth on Schedule 5.8, the Parent Target has not (i) granted or agreed to grant any options, warrants, or other rights for its stocksstock, bonds, or other corporate securities calling for the issuance thereof; (ii) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) except liabilities incurred in the ordinary course of business; (iii) paid or agreed to pay any material obligation obligations or liability liabilities (absolute or contingent) other than current liabilities reflected in or shown on the most recent Parent Target balance sheet and current liabilities incurred since that date in the ordinary course of business and professional and other fees and expenses incurred in connection with the preparation of this Agreement and the consummation of the transactions transaction contemplated hereby; (iv) sold or transferred, or agreed to sell or transfer, any of its assets, propertyproperties, or rights (except assets, propertyproperties, or rights not used or useful in its business which, in the aggregate have a value of less than $5,0001,000), or canceled, or agreed to cancel, any debts or claims (except debts or claims which in the aggregate are of a value of less than $5,0001,000); (v) made or permitted any amendment or termination of any contract, agreement, or license to which it is a party if such amendment or termination is material, considering the business of the ParentTarget; or (vi) issued, delivered, delivered or agreed to issue or deliver deliver, any stock, bonds, bonds or other corporate securities including debentures (whether authorized and unissued or held as treasury stock), except in connection with this Agreement; and (d) To the best knowledge of the ParentTsai Ko’s knowledge, it Target has not become subject to any law or regulation which materially and adversely affects, or in the future future, may adversely affect, the business, operations, properties, assets, assets or condition of the ParentTarget.

Absence of Certain Changes or Events. Except as set forth Since the date of the most recent Sunburst balance sheet included in the Parent Sunburst SEC Reports, since June 30, 2013: (a) There there has not been been: (i) any material adverse change, financial or otherwise, change in the business, operations, properties, assets, assets or condition of the Parent Sunburst or (ii) any damage, destruction or loss to Sunburst (whether or not covered by insurance) materially and adversely affecting the business, operations, properties, assets, assets or condition of the ParentSunburst; (b) The Parent Sunburst has not not: (i) amended its Articles certificate of Incorporation incorporation or by-lawsbylaws except as required by this Agreement; (ii) declared or made, or agreed to declare or make any payment of dividends or distributions of any assets of any kind whatsoever to shareholders stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stock; (iii) waived any rights of value which in the aggregate are extraordinary outside of the ordinary course of business or material considering the business of the ParentSunburst; (iv) made any material change in its method of management, operation, or accounting; (v) entered into any other material transactionstransactions or agreements of any kind or nature; (vi) made any accrual or arrangement for or payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (vii) increased the rate of compensation payable or to become payable by it to any of its officers or directors or any of its employeessalaried employees whose monthly compensation exceed $1,000; or (viii) made any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement, made to, for, for or with its officers, directors, or employees; (c) Except in the ordinary course of business or as otherwise as set forth on Schedule 5.8, the Parent Sunburst has not not: (i) granted or agreed to grant any options, warrants, or other rights for its stocksstock, bonds, or other corporate securities calling for the issuance thereof; (ii) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) except liabilities incurred in the ordinary course of business); (iii) paid or agreed to pay any material obligation obligations or liability liabilities (absolute or contingent) other than current liabilities reflected in or shown on the most recent Parent Sunburst balance sheet and current liabilities incurred since that date in the ordinary course of business and professional and other fees and expenses incurred in connection with the preparation of this Agreement and the consummation of the transactions transaction contemplated hereby; (iv) sold or transferred, or agreed to sell or transfer, any of its assets, propertyproperties, or rights (except assets, property, or rights not used or useful in its business which, in the aggregate have a value of less than $5,000)rights, or canceled, or agreed to cancel, any debts or claims (except debts or claims which in the aggregate are of a value of less than $5,000)claims; (v) made or permitted any amendment or termination of any contract, agreement, or license to which it is a party if such amendment or termination is material, considering the business of the ParentSunburst; or (vi) issued, delivered, delivered or agreed to issue or deliver deliver, any stock, bonds, bonds or other corporate securities including debentures (whether authorized and unissued or held as treasury stock), except in connection with this Agreement; and (d) To the best knowledge of the Parentto its knowledge, it Sunburst has not become subject to any law or regulation which materially and adversely affects, or in the future future, may adversely affect, the business, operations, properties, assets, assets or condition of the ParentGroup.

Absence of Certain Changes or Events. Except as set forth in this Agreement since the Parent Reports, since June 30, 2013date of the most recent AGIL balance sheet described in Section 3.04 and included in the information referred to in Section 3.06: (a) There has not been (i) any material adverse change, financial or otherwise, change in the business, operations, properties, level of inventory, assets, or condition of the Parent AGIL or (whether ii) any damage, destruction, or not covered by insurance) loss to AGIL materially and adversely affecting the business, operations, properties, assets, or condition conditions of the Parent;AGIL. (b) The Parent AGIL has not (i) amended its Articles articles of Incorporation incorporation or by-lawsbylaws; (ii) declared or made, or agreed to declare or make make, any payment of dividends or distributions of any assets of any kind whatsoever to shareholders stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stock; (iii) waived any rights of value which in the aggregate are extraordinary or and material considering the business of the ParentAGIL; (iv) made any material change in its method of management, operation, or accounting; (v) entered into any other material transactionstransactions other than those contemplated by this Agreement; (vi) made any material accrual or material arrangement for or payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; or (vii) increased the rate of compensation payable or to become payable by it to any of its officers or directors or any of its employees; or (viii) made any material increase in any profit profit-sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement, arrangement made to, for, or with its their officers, directors, or employees; (c) Except in the ordinary course of business or as otherwise as set forth on Schedule 5.8, the Parent AGIL has not (i) granted or agreed to grant any options, warrants, or other rights for its stockscapital stock, bonds, or other corporate securities calling for the issuance thereof; , (ii) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) except liabilities incurred in the ordinary course of business; (iii) paid or agreed to pay any material obligation or liability (absolute or contingent) other than current liabilities reflected in or shown on the most recent Parent AGIL balance sheet and current liabilities incurred since that date in the ordinary course of business and professional and other fees and expenses incurred in connection with the preparation of this Agreement and the consummation of the transactions contemplated herebybusiness; (iv) sold or transferred, or agreed to sell or transfer, any of its material assets, propertyproperties, or rights (except assets, property, or rights not used or useful in its business which, in the aggregate have a value of less than $5,000), or canceledrights, or agreed to cancel, any material debts or claims (except debts or claims which in the aggregate are of a value of less than $5,000)claims; (v) made or permitted any amendment or termination of any contract, agreement, or license to which it is a party if such amendment or termination is material, considering the business of the ParentAGIL; or (vi) issued, delivered, or agreed to issue or deliver any shares of capital stock, bonds, or other corporate securities including debentures (whether authorized and unissued or held as treasury stock), except in connection with this Agreement; and (d) To the best knowledge of the ParentAGIL, it has not become subject to any law or regulation which materially and adversely affects, or in the future may would be reasonably expected to adversely affect, the business, operations, properties, assets, or condition of the ParentAGIL.

Absence of Certain Changes or Events. Except as set forth Since the date of the most recent RLLT balance sheet included in the Parent RLLT SEC Reports, since June 30, 2013: (a) There there has not been been: (i) any material adverse change, financial or otherwise, change in the business, operations, properties, assets, assets or condition of the Parent RLLT or (ii) any damage, destruction or loss to RLLT (whether or not covered by insurance) materially and adversely affecting the business, operations, properties, assets, assets or condition of the ParentRLLT; (b) The Parent RLLT has not not: (i) amended its Articles certificate of Incorporation incorporation or by-lawsbylaws except as required by this Agreement; (ii) declared or made, or agreed to declare or make any payment of dividends or distributions of any assets of any kind whatsoever to shareholders stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stock; (iii) waived any rights of value which in the aggregate are extraordinary outside of the ordinary course of business or material considering the business of the ParentRLLT; (iv) made any material change in its method of management, operation, or accounting; (v) entered into any other material transactionstransactions or agreements of any kind or nature; (vi) made any accrual or arrangement for or payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (vii) increased the rate of compensation payable or to become payable by it to any of its officers or directors or any of its employeessalaried employees whose monthly compensation exceed $1,000; or (viii) made any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement, made to, for, for or with its officers, directors, or employees; (c) Except in the ordinary course of business or as otherwise as set forth on Schedule 5.8, the Parent RLLT has not not: (i) granted or agreed to grant any options, warrants, or other rights for its stocksstock, bonds, or other corporate securities calling for the issuance thereof; (ii) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) except liabilities incurred in the ordinary course of business); (iii) paid or agreed to pay any material obligation obligations or liability liabilities (absolute or contingent) other than current liabilities reflected in or shown on the most recent Parent RLLT balance sheet and current liabilities incurred since that date in the ordinary course of business and professional and other fees and expenses incurred in connection with the preparation of this Agreement and the consummation of the transactions transaction contemplated hereby; (iv) sold or transferred, or agreed to sell or transfer, any of its assets, propertyproperties, or rights (except assets, property, or rights not used or useful in its business which, in the aggregate have a value of less than $5,000)rights, or canceled, or agreed to cancel, any debts or claims (except debts or claims which in the aggregate are of a value of less than $5,000)claims; (v) made or permitted any amendment or termination of any contract, agreement, or license to which it is a party if such amendment or termination is material, considering the business of the ParentRLLT; or (vi) issued, delivered, delivered or agreed to issue or deliver deliver, any stock, bonds, bonds or other corporate securities including debentures (whether authorized and unissued or held as treasury stock), except in connection with this Agreement; and (d) To the best knowledge of the Parentto its knowledge, it RLLT has not become subject to any law or regulation which materially and adversely affects, or in the future future, may adversely affect, the business, operations, properties, assets, assets or condition of the ParentGroup.

Absence of Certain Changes or Events. Except as set forth Telupay has conducted its Business only in the Parent Reportsordinary and regular course of business consistent with past practice and, except as otherwise provided in this Agreement, there has not occurred since June 30, 2013the date of the most recent balance sheet forming part of the Telupay Financial Statements: (a) There has not been (i) any material adverse change, financial or otherwise, in the business, operations, properties, assets, or condition of the Parent (whether or not covered by insurance) materially and adversely affecting the business, operations, properties, assets, or condition of the Parenta Material Adverse Change with respect to Telupay; (b) The Parent has not (i) amended its Articles of Incorporation or by-laws; (ii) declared or madeany damage, destruction, or agreed loss, whether covered by insurance or not, that could reasonably be expected to declare or make any payment of dividends or distributions of any assets of any kind whatsoever to shareholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stock; have a Material Adverse Effect on Telupay; (iii) waived any rights redemption, repurchase or other acquisition of value which Telupay Shares by Telupay or any declaration, setting aside or payment of any dividend or other distribution (whether in the aggregate are extraordinary cash, stock or material considering the business of the Parent; property) with respect to Telupay Shares; (iv) made any material change increase in its method or modification of management, operation, or accounting; (v) entered into any other material transactions; (vi) made any accrual or arrangement for or payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (vii) increased the rate of compensation payable or to become payable by it to any of its officers or directors or officers, or any grant to any such director or officer of any increase in severance or termination pay; (v) any increase in or modification of any bonus, pension, insurance or benefit arrangement (including the granting of stock options, restricted stock awards or stock appreciation rights) made to, for or with any of its employees; directors or officers; (vi) any acquisition or sale of its property or Assets to a Person not dealing at arm's length; (vii) any entering into, amendment of, relinquishment, termination or non-renewal by it of any Material Contract, agreement, license, franchise, lease transaction, commitment or other right or obligation, other than in the ordinary and regular course of business consistent with past practice; (viii) an act whereby Telupay has engaged or entered into any transaction or made any increase in disbursement or assumed or incurred any profit sharingliability or obligation or made any commitment to make any expenditure which might materially and adversely affect any of the Assets or the organization, bonusoperations, deferred compensationaffairs, insuranceBusiness, pensionproperties, retirement, prospects or other employee benefit plan, payment, financial condition or arrangement, made to, for, or with its officers, directors, or employeesposition of Telupay; (cix) Except in the ordinary course of business or as otherwise as set forth on Schedule 5.8, the Parent an act whereby Telupay has not (i) granted or agreed to grant any options, warrants, or other rights for its stocks, bonds, or other corporate securities calling for the issuance thereof; (ii) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) except liabilities incurred in the ordinary course of business; (iii) paid or agreed to pay any material obligation or liability (absolute or contingent) other than current liabilities reflected in or shown on the most recent Parent balance sheet and current liabilities incurred since that date in the ordinary course of business and professional and other fees and expenses incurred in connection with the preparation of this Agreement and the consummation of the transactions contemplated hereby; (iv) sold or transferredguaranteed, or agreed to sell guarantee, any indebtedness or transferother obligation of any person or corporation; (x) any single operating or capital expenditures in excess of U.S.$5,000.00, other than as required in the usual and ordinary and regular course of business of Telupay; (xi) any resolution to approve a combination or reclassification of any of its assets, property, or rights outstanding shares; (except assets, property, or rights not used or useful in its business which, in the aggregate have a value of less than $5,000), or canceled, xii) an act whereby Telupay has purchased or agreed to cancel, any debts or claims (except debts or claims which in the aggregate are of a value of less than $5,000); (v) made or permitted any amendment or termination of any contract, agreementpurchase, or license to which it is a party if such amendment or termination is material, considering the business of the Parent; or (vi) issued, delivered, leased or agreed to issue or deliver any stock, bondslease, or acquired or agreed to acquire, any property or asset, other corporate securities including debentures (whether authorized than as required in the usual and unissued or held as treasury stock), except in connection with this Agreement; andordinary course of the operation of the Business; (dxiii) To an act whereby Telupay has sold, transferred, disposed of, mortgaged, pledged, charged, or leased any Asset or property, other than as required in the best knowledge usual and ordinary course of the Parent, it has not become subject to any law or regulation which materially and adversely affects, or in the future may adversely affect, the business, operations, properties, assets, or condition operation of the Parent.Business and which has been fully disclosed to I-Level in writing; (xiv) any waiver or surrender of any right of that may have Material Adverse Effect on Telupay; (xv) any change in its accounting methods, principles or practices; or (xvi) any agreement or arrangement to take any action which, if taken prior to the Execution Date, would have made any representation or warranty set forth in this Agreement materially untrue or incorrect as of the date when made;

Absence of Certain Changes or Events. Except as set forth in on SCHEDULE 2.06, and as pursuant to the Parent Reportsterms of this Agreement, since June 30July 29, 20131994: (a) There there has not been (i) any material adverse change, financial or otherwise, change in the business, operations, properties, assets, or condition of the Parent Chantal or (ii) any damage, destruction, or loss to Chantal (whether or not covered by insurance) materially and adversely affecting the business, operations, properties, assets, or condition of the ParentChantal; (b) The Parent Chantal has not (i) amended its Articles certificate of Incorporation or by-lawsorganization; (ii) declared or made, or agreed to declare or make make, any payment of dividends or distributions of any assets of any kind whatsoever to shareholders stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its outstanding capital stock; (iii) waived any rights of value which in the aggregate are extraordinary or material considering the business of the ParentChantal; (iv) made any material change in its method of management, operation, or accounting; (v) entered into any other material transactionstransaction; (vi) made any accrual or arrangement for or payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (vii) increased the rate of compensation payable or to become payable by it to any of its officers or directors or any of its employeesemployees whose monthly compensation exceeds $5,000; or (viii) made any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement, arrangement made to, for, or with its officers, directors, or employees; (c) Except in the ordinary course of business or as otherwise as set forth on Schedule 5.8, the Parent Chantal has not (i) granted or agreed to grant any options, warrants, or other rights for its stocks, bonds, or other corporate securities calling for the issuance thereof; (ii) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) except liabilities incurred in the ordinary course of business; (iiiii) paid or agreed to pay any material obligation or liability (absolute or contingent) other than current liabilities reflected in or shown on the most recent Parent balance sheet and current liabilities incurred since that date in the ordinary course of business and professional and other fees and expenses incurred in connection with the preparation of this Agreement and the consummation of the transactions contemplated herebybusiness; (iviii) sold or transferred, or agreed to sell or transfer, any of its assets, propertyproperties, or rights (except assets, propertyproperties, or rights not used or useful in its business which, in the aggregate have a value of less than $5,000), or canceled, or agreed to cancel, any debts or claims (except debts or claims which in the aggregate are of a value of less than $5,000); (viv) made or permitted any amendment or termination of any contract, agreement, or license to which it is a party if such amendment or termination is material, considering the business of the ParentChantal; or (viv) issued, delivered, or agreed to issue or deliver any stock, bonds, bonds or other corporate securities including debentures (whether authorized and unissued or held as treasury stock), except in connection with this Agreement; and; (d) To to the best knowledge of the ParentChantal, it Chantal has not become subject to any law or regulation which materially and adversely affects, or in the future may adversely affect, the business, operations, properties, assets, or condition of Chantal; and (e) as at the Parentdate of this Agreement, Chantal has no aggregate liabilities which would be required to be disclosed on a balance sheet prepared in accordance with GAAP, and as at the Closing Date Chantal shall have no liabilities outstanding and no commitments to incur liabilities.

Absence of Certain Changes or Events. Except as set forth for transactions specifically contemplated in the Parent Reportsthis Agreement, since June 30, 2013: (a) There has not been (i) any material adverse change, financial or otherwise, in the business, operations, properties, assets, or condition date of the Parent (whether or not covered by insurance) materially and adversely affecting Company Balance Sheet, neither the business, operations, properties, assets, or condition of the Parent; (b) The Parent has not (i) amended its Articles of Incorporation or by-laws; (ii) declared or made, or agreed to declare or make any payment of dividends or distributions of any assets of any kind whatsoever to shareholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stock; (iii) waived any rights of value which in the aggregate are extraordinary or material considering the business of the Parent; (iv) made any material change in its method of management, operation, or accounting; (v) entered into any other material transactions; (vi) made any accrual or arrangement for or payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (vii) increased the rate of compensation payable or to become payable by it to Company nor any of its officers or directors in their representative capacities on behalf of the Company have: (a) taken any action or entered into or agreed to enter into any transaction, agreement or commitment other than in the ordinary course of its employees; business; (b) forgiven or canceled any indebtedness or waived any claims or rights of material value (viii) made including, without limitation, any increase in indebtedness owing by any profit sharingstockholder, bonusofficer, deferred compensationdirector, insurance, pension, retirement, employee or other employee benefit plan, payment, or arrangement, made to, for, or with its officers, directors, or employeesaffiliate of the Company); (c) Except granted any increase in the ordinary course compensation of directors, officers, employees or consultants; (d) suffered any change having a material adverse effect on the Company's business operations, assets, liabilities (absolute, accrued, contingent or as otherwise as set forth on Schedule 5.8otherwise), the Parent has not condition (ifinancial or otherwise) granted or agreed to grant any options, warrants, or other rights for its stocks, bonds, or other corporate securities calling for the issuance thereof; prospects; (iie) borrowed or agreed to borrow any funds or incurredfunds, incurred or become subject to, whether directly or by way of assumption or guarantee or otherwise, any material obligation obligations or liability liabilities (absolute absolute, accrued, contingent or contingentotherwise) in excess of $10,000 individually or in excess of $20,000 in the aggregate, except liabilities and obligations that are incurred in the ordinary course of business; (iii) paid or agreed to pay any material obligation or liability (absolute or contingent) other than current liabilities reflected in or shown on the most recent Parent balance sheet and current liabilities incurred since that date in the ordinary course of business and professional consistent with past practice, or increased, or experienced any change in any assumptions underlying or methods of calculating, any bad debt, contingency or other reserves; (f) paid, discharged or satisfied any material claims, liabilities or obligations (absolute, accrued, contingent or otherwise) other than the payment, discharge or satisfaction in the ordinary course of business and other fees consistent with past practice of claims, liabilities and expenses obligations reflected or reserved against in the Company Balance Sheet or incurred in connection the ordinary course of business and consistent with past practice since the preparation of this Agreement and the consummation date of the transactions contemplated hereby; (iv) sold or transferredCompany Balance Sheet, or agreed to sell prepaid any obligation having a fixed maturity of more than 90 days from the date such obligation was issued or transfer, incurred; (g) knowingly permitted or allowed any of its assetsproperty or assets (real, personal or mixed, tangible or intangible) to be subjected to any Encumbrance; (h) purchased or sold, transferred or otherwise disposed of any of its material properties or assets (real, personal or mixed, tangible or intangible); (i) disposed of or permitted to lapse any rights to the use of any trademark, trade name, patent or copyright, or disposed of or disclosed to any Person without obtaining an appropriate confidentiality agreement from any such Person any trade secret, formula, process or know-how not theretofore a matter of public knowledge; (j) made any single capital expenditure or commitment in excess of $10,000 for additions to property, plant, equipment or rights (except assets, intangible capital assets or otherwise or made aggregate capital expenditures in excess of $20,000 for additions to property, plant, equipment or rights not used intangible capital assets or useful otherwise; (k) made any change in accounting methods or practices or internal control procedure; (l) issued any capital stock or other securities, or declared, paid or set aside for payment any dividend or other distribution in respect of its business whichcapital stock, or redeemed, purchased or otherwise acquired, directly or indirectly, any shares of capital stock or other securities of the Company, or otherwise permitted the withdrawal by any of the holders of Company Common Stock of any cash or other assets (real, personal or mixed, tangible or intangible), in compensation, indebtedness or otherwise, other than payments of compensation in the aggregate have a value ordinary course of less than $5,000)business and consistent with past practice; (m) paid, loaned or advanced any amount to, or canceledsold, transferred or agreed leased any properties or assets (real, personal or mixed, tangible or intangible) to cancelany of the stockholders or any of the Company's officers, directors or employees or any debts or claims (except debts or claims which in the aggregate are of a value of less than $5,000); (v) made or permitted any amendment or termination affiliate of any contract, agreement, or license to which it is a party if such amendment or termination is material, considering the business of the Parent; stockholders of the Company or (vi) issuedof the Company's officers, delivered, directors or agreed to issue or deliver any stock, bonds, or other corporate securities including debentures (whether authorized and unissued or held as treasury stock)employees, except in connection with this Agreementcompensation paid to officers and employees at rates not exceeding the rates of compensation paid during the fiscal year last ended and except for advances for travel and other business-related expenses; andor (dn) To the best knowledge of the Parentagreed, it has not become subject whether in writing or otherwise, to take any law or regulation which materially and adversely affects, or action described in the future may adversely affect, the business, operations, properties, assets, or condition of the Parentthis Section 2.7.

Absence of Certain Changes or Events. Except as set forth in this Agreement or the Parent Reportsschedules hereto, since June 30, 2013:the date of the most recent D.W. Group Technologies balance sheet described in Section 2.04 and included in the information referred to in Section 2.06. (a) There has not been (i) any material adverse change, financial or otherwise, change in the business, operations, properties, level of inventory, assets, or condition of the Parent D.W. Group Technologies or (ii) any damage, destruction, or loss to D.W. Group Technologies (whether or not covered by insurance) materially and adversely affecting the business, operations, properties, assets, or condition conditions of the ParentD.W. Group Technologies; (b) The Parent D.W. Group Technologies has not (i) amended its Articles articles of Incorporation incorporation or by-lawsbylaws; (ii) declared or made, or agreed to declare or make make, any payment of dividends or distributions of any assets of any kind whatsoever to shareholders stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stock; (iii) waived any rights of value which in the aggregate are extraordinary or material considering the business of the ParentD.W. Group Technologies; (iv) made any material change in its method of management, operation, or accounting; (v) entered into any other material transactions; (vi) made any accrual or arrangement for or payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (vii) increased the rate of compensation payable or to become payable by it to any of its officers or directors or any of its employeesemployees whose monthly compensation exceeds $1,000; or (viii) made any increase in any profit profit-sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement, arrangement made to, for, or with its officers, directors, or employees; (c) Except in the ordinary course of business or as otherwise as set forth on Schedule 5.8, the Parent has not (i) granted or agreed to grant any options, warrants, or other rights for its stocks, bonds, or other corporate securities calling for the issuance thereof; (ii) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) except liabilities incurred in the ordinary course of business; (iii) paid or agreed to pay any material obligation or liability (absolute or contingent) other than current liabilities reflected in or shown on the most recent Parent balance sheet and current liabilities incurred since that date in the ordinary course of business and professional and other fees and expenses incurred in connection with the preparation of this Agreement and the consummation of the transactions contemplated hereby; (iv) sold or transferred, or agreed to sell or transfer, any of its assets, property, or rights (except assets, property, or rights not used or useful in its business which, in the aggregate have a value of less than $5,000), or canceled, or agreed to cancel, any debts or claims (except debts or claims which in the aggregate are of a value of less than $5,000); (v) made or permitted any amendment or termination of any contract, agreement, or license to which it is a party if such amendment or termination is material, considering the business of the Parent; or (vi) issued, delivered, or agreed to issue or deliver any stock, bonds, or other corporate securities including debentures (whether authorized and unissued or held as treasury stock), except in connection with this Agreement; and (d) To the best knowledge of the Parent, it has not become subject to any law or regulation which materially and adversely affects, or in the future may adversely affect, the business, operations, properties, assets, or condition of the Parent.

Absence of Certain Changes or Events. Except as set forth in the Parent Reportsthis Agreement or in Schedule 4.09 hereto, since June 30, 2013the date of the MRG Current Balance Sheet: (a) There has not been (i) any material adverse change, financial or otherwise, change in the business, operations, properties, level of inventory, assets, or condition of the Parent MRG or (ii) any damage, destruction, or loss to MRG (whether or not covered by insurance) materially and adversely affecting the business, operations, properties, assets, or condition conditions of the ParentMRG; (b) The Parent MRG has not (i) amended its Articles articles of Incorporation incorporation or by-lawsbylaws; (ii) declared or made, or agreed to declare or make make, any payment of dividends or distributions of any assets of any kind whatsoever to shareholders stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stock; (iii) waived any rights of value which in the aggregate are extraordinary or material considering the business of the ParentMRG; (iv) made any material change in its method of management, operation, or accounting; (v) entered into any other material transactions; (vi) made any accrual or arrangement for or payment of bonuses or special compensation of any kind or any severance or termination pay payment to any present or former officer director, officer, employee, or employeeshareholder; (vii) increased the rate of compensation payable or to become payable by it to any of its officers or directors or any of its employees; or (viii) made any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement, arrangement made to, for, or with its officers, directors, or employees; (c) Except in the ordinary course of business or as otherwise as set forth on Schedule 5.8, the Parent MRG has not (i) granted or agreed to grant any options, warrants, or other rights for its stocks, bonds, or other corporate securities calling for the issuance thereof; (ii) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) except liabilities incurred in the ordinary course of business; (iii) paid or agreed to pay any material obligation or liability (absolute or contingent) other than current liabilities reflected in or shown on the most recent Parent balance sheet MRG Current Balance Sheet and current liabilities incurred since that the date of the MRG Current Balance Sheet in the ordinary course of business and professional and other fees and expenses incurred in connection with the preparation of this Agreement and the consummation of the transactions contemplated herebybusiness; (iv) sold or transferred, or agreed to sell or transfer, any of its assets, propertyproperties, or rights (except assets, propertyproperties, or rights not used or useful in its business which, in the aggregate have a value of less than $5,000), or canceled, or agreed to cancel, any debts or claims (except debts or claims which in the aggregate are of a value of less than $5,000); (v) made or permitted any amendment or termination of any contract, agreement, or license to which it is a party if such amendment or termination is material, considering the business of the ParentMRG; or (vi) issued, delivered, or agreed to issue or deliver any stock, bonds, or other corporate securities including debentures (whether authorized and unissued or held as treasury stock); or (vii) disclosed to third parties any confidential or proprietary information of MRG respecting its products, except in connection with this Agreementservices, manufacturing, or marketing procedures or practices, methods of pricing, or other data material to the business and operations of MRG; and (d) To the best knowledge of the ParentMRG, it has not become subject to any law or regulation which materially and adversely affects, or in the future may adversely affect, the business, operations, properties, assets, or condition of the ParentMRG.

Absence of Certain Changes or Events. Except as set forth disclosed in the Parent Reportsits filings or permitted in writing by SYLIOS, since June 30, 2013the date of the most recent GCC filings: (a) i. There has not been (i) any material adverse change, financial or otherwise, change in the business, operations, properties, assets, assets or condition of the Parent GCC or (ii) any damage, destruction or loss to GCC (whether or not covered by insurance) materially and adversely affecting the business, operations, properties, assets, assets or condition of the ParentGCC; (b) The Parent ii. GCC has not (i) amended its Articles certificate of Incorporation incorporation or by-lawsbylaws; (ii) declared or made, or agreed to declare or make any payment of dividends or distributions of any assets of any kind whatsoever to shareholders stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stock; (iii) waived any rights of value which in the aggregate are extraordinary outside of the ordinary course of business or material considering the business of the ParentGCC; (iv) made any material change in its method of management, operation, or accounting; (v) entered into any transactions or agreements other material transactionsthan in the ordinary course of business; (vi) made any accrual or arrangement for or payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (vii) increased the rate of compensation payable or to become payable by it to any of its officers or directors or any of its employeessalaried employees whose monthly compensation exceed $1,000; or (viii) made any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, payment or arrangement, made to, for, for or with its officers, directors, or employees; (c) Except in the ordinary course of business or as otherwise as set forth on Schedule 5.8, the Parent has not (i) granted or agreed to grant any options, warrants, or other rights for its stocks, bonds, or other corporate securities calling for the issuance thereof; (ii) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) except liabilities incurred in the ordinary course of business; (iii) paid or agreed to pay any material obligation or liability (absolute or contingent) other than current liabilities reflected in or shown on the most recent Parent balance sheet and current liabilities incurred since that date in the ordinary course of business and professional and other fees and expenses incurred in connection with the preparation of this Agreement and the consummation of the transactions contemplated hereby; (iv) sold or transferred, or agreed to sell or transfer, any of its assets, property, or rights (except assets, property, or rights not used or useful in its business which, in the aggregate have a value of less than $5,000), or canceled, or agreed to cancel, any debts or claims (except debts or claims which in the aggregate are of a value of less than $5,000); (v) made or permitted any amendment or termination of any contract, agreement, or license to which it is a party if such amendment or termination is material, considering the business of the Parent; or (vi) issued, delivered, or agreed to issue or deliver any stock, bonds, or other corporate securities including debentures (whether authorized and unissued or held as treasury stock), except in connection with this Agreement; and (d) . To the best knowledge of the ParentGCC, it has not become subject to any law or regulation which materially and adversely affects, or in the future future, may adversely affect, the business, operations, properties, assets, assets or condition of the ParentGCC.

Absence of Certain Changes or Events. Except as set forth in Since the Parent ReportsBalance Sheet Date, since June 30, 2013there has not been any: (a) There has not change in the Company's condition (financial or otherwise), assets, liabilities, working capital, reserves, earnings, business or prospects, except for changes contemplated hereby or changes which have not, individually or in the aggregate, been materially adverse; (i) except for normal periodic increases in the ordinary course of business consistent with past practice, increase in the compensation payable or to become payable by the Company to any material adverse changeof its officers, financial employees or agents (collectively, "Personnel") whose total compensation for services rendered to the Company is currently at an annual rate of more than $20,000.00, (ii) bonus, incentive compensation, service award or other like benefit granted, made or accrued, contingently or otherwise, for or to the credit of any of the Personnel, (iii) employee welfare, pension, retirement, profit-sharing or similar payment or arrangement made or agreed to by the Company for any Personnel except pursuant to the existing plans and arrangements described in the Disclosure Schedule or (iv) new employment agreement to which the Company is a party; (c) addition to or modification of the employee benefit plans, arrangements or practices described in the Disclosure Schedule affecting Personnel other than (i) contributions made for most recent year in accordance with the normal practices of the Company or (ii) the extension of coverage to other Personnel who became eligible after the Balance Sheet Date; (d) sale, assignment or transfer of any of the assets of the Company, material singularly or in the aggregate, other than in the ordinary course; (e) cancellation of any indebtedness or waiver of any rights of substantial value to the Company, whether or not in the ordinary course of business; (f) amendment, operationscancellation or termination of any Contract, propertieslicense or other instrument material to the Company; (g) capital expenditure or the execution of any lease, assetsexcept building lease or any incurring of liability therefor by Company, involving payments in excess of $5,000.00 in the aggregate; (h) failure to repay any material obligation of the Company, except in the ordinary course of business or where such failure would not have a material adverse effect on the business or financial condition of the Parent Company; (i) failure to operate the business of the Company in the ordinary course so as to use reasonable efforts to preserve the business intact, to keep available to Acquiring Corporation the services of the Personnel, and to preserve for Acquiring Corporation the goodwill of the Company's suppliers, customers and others having business relations with it except where such failure would not have a material adverse effect on the business or financial condition of the Company; (j) change in accounting methods or practices by the Company affecting its assets, liabilities or business; (k) revaluation by the Company of any of its assets, including without limitation writing off notes or accounts receivable; (l) damage, destruction or loss (whether or not covered by insurance) materially and adversely affecting the business, operations, properties, assets, business or condition prospects of the ParentCompany; (bm) The Parent has not (i) amended its Articles of Incorporation mortgage, pledge or by-laws; (ii) declared or made, or agreed to declare or make any payment of dividends or distributions other encumbrances of any assets of any kind whatsoever to shareholders the Company, material singularly or purchased or redeemed, or agreed to purchase or redeem, any of its capital stock; (iii) waived any rights of value which in the aggregate are extraordinary or material considering the business of the Parent; (iv) made any material change in its method of managementaggregate, operation, or accounting; (v) entered into any other material transactions; (vi) made any accrual or arrangement for or payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (vii) increased the rate of compensation payable or to become payable by it to any of its officers or directors or any of its employees; or (viii) made any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement, made to, for, or with its officers, directors, or employees; (c) Except in the ordinary course of business or as otherwise as set forth on Schedule 5.8, the Parent has not (i) granted or agreed to grant any options, warrants, or other rights for its stocks, bonds, or other corporate securities calling for the issuance thereof; (ii) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) except liabilities incurred purchase money mortgages arising in the ordinary course of business; ; (iiin) paid declaration, setting aside or payment of dividends or distributions in respect of any capital stock of the Company or any redemption, purchase or other acquisition of any of the Company's equity securities; (o) issuance by the Company of, or commitment of the Company to issue, any shares of stock or other equity securities or obligations or securities convertible into or exchangeable for shares of stock or other equity securities; (p) indebtedness incurred by the Company for borrowed money or commitment to borrow money entered into by the Company, or loans made or agreed to pay any material obligation be made by the Company; (q) liabilities involving $5,000.00, except building lease or liability (absolute or contingent) other than current liabilities reflected in or shown on the most recent Parent balance sheet and current liabilities incurred since that date more except in the ordinary course of business and professional consistent with past practice, or increase or change in any assumptions underlying or methods of calculating any bad debt, contingency or other reserves; (r) payment, discharge or satisfaction of any liabilities other than the payment, discharge or satisfaction (i) in the ordinary course of business and other fees and expenses consistent with past practice of liabilities reflected or reserved against in the Balance Sheet or incurred in connection the ordinary course of business and consistent with past practice since the preparation Balance Sheet Date and (ii) of this Agreement other liabilities involving $5,000.00 or less singularly and $10,000.00 or less in the consummation aggregate; (s) payment to Stockholder by the Company; (t) agreement by the Company to do any of the transactions contemplated herebyforegoing; or (ivu) sold other event or transferred, condition of any character which in any one case or agreed to sell or transfer, any of its assets, property, or rights (except assets, property, or rights not used or useful in its business which, in the aggregate have a value of less than $5,000)has materially adversely affected, or canceled, event or agreed condition known to cancel, any debts the Company (other than matters of general public knowledge relating to general economic conditions or claims (except debts or claims which in the aggregate are of Company's industry as a value of less than $5,000); (vwhole) made or permitted any amendment or termination of any contract, agreement, or license to which it is a party if such amendment or termination is materialreasonable to expect will, considering the business of the Parent; or (vi) issued, delivered, or agreed to issue or deliver in any stock, bonds, or other corporate securities including debentures (whether authorized and unissued or held as treasury stock), except in connection with this Agreement; and (d) To the best knowledge of the Parent, it has not become subject to any law or regulation which materially and adversely affects, one case or in the future may aggregate, materially adversely affectaffect in the future, the business, operations, propertiescondition (financial or otherwise), assets, liabilities, working capital, reserves, earnings, business or condition prospects of the ParentCompany.

Absence of Certain Changes or Events. Except as set forth in this Agreement, the Parent ReportsAmeriGroup Schedules, since June 30, 2013or as otherwise disclosed to PMI: (a) There there has not been been: (i) any material adverse change, financial or otherwise, change in the business, operations, properties, assets, assets or condition of the Parent AmeriGroup; or (ii) any damage, destruction or loss to AmeriGroup (whether or not covered by insurance) materially and adversely affecting the business, operations, properties, assets, assets or condition of the ParentAmeriGroup; (b) The Parent AmeriGroup has not not: (i) amended its Articles articles of Incorporation incorporation or by-lawsbylaws; (ii) declared or made, or agreed to declare or make make, any payment of dividends or distributions of any assets of any kind whatsoever to shareholders stockholders or purchased or redeemed, redeemed or agreed to purchase or redeem, redeem any of its capital stock; (iii) waived any rights of value which in the aggregate are extraordinary or material considering the business of the ParentAmeriGroup; (iv) made any material change in its method of management, operation, operation or accounting; (v) entered into any other material transactionstransaction; (vi) made any accrual or arrangement for or payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (vii) increased the rate of compensation payable or to become payable by it to any of its officers or directors or any of its employeesemployees whose monthly compensation exceeds $5,000; or (viii) made any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, retirement or other employee benefit plan, payment, payment or arrangement, arrangement made to, for, or with its officers, directors, directors or employees; (c) Except in the ordinary course of business or as otherwise as set forth on Schedule 5.8, the Parent AmeriGroup has not not: (i) granted or agreed to grant any options, warrants, warrants or other rights for its stocks, bonds, bonds or other corporate securities calling for the issuance thereof; (ii) borrowed or agreed to borrow any funds or incurred, incurred or become subject to, any material obligation or liability (absolute or contingent) except liabilities incurred in the ordinary course of business; (iii) paid or agreed to pay any material obligation or liability (absolute or contingent) other than current liabilities reflected in or shown on the most recent Parent AmeriGroup balance sheet and current liabilities incurred since that date in the ordinary course of business and professional and other fees and expenses incurred in connection with the preparation of this Agreement and the consummation of the transactions contemplated herebybusiness; (iv) sold or transferred, or agreed to sell or transfer, any of its assets, property, properties or rights (except assets, property, properties or rights not used or useful in its business which, in the aggregate have a value of less than $5,000), or canceled, or agreed to cancel, any debts or claims (except debts or claims which in the aggregate are of a value of less than $5,000); (v) made or permitted any amendment or termination of any contract, agreement, agreement or license to which it is a party if such amendment or termination is material, considering the business of the ParentAmeriGroup; or (vi) issued, delivered, delivered or agreed to issue or deliver any stock, bonds, bonds or other corporate securities securities, including debentures (whether authorized and unissued or held as treasury stock), except in connection with this Agreement; and (d) To to the best knowledge of the ParentAmeriGroup, it has not become subject to any law or regulation which materially and adversely affects, or in the future may adversely affect, the business, operations, properties, assets, assets or condition of the ParentAmeriGroup.

Absence of Certain Changes or Events. Except as set forth in the Parent ReportsSince January 31, since June 30, 20132014: (a) There has not been (i) any material adverse change, financial or otherwise, change in the business, operations, properties, assets, assets or condition of the Parent Company or (ii) any damage, destruction or loss to the Company (whether or not covered by insurance) materially and adversely affecting the business, operations, properties, assets, assets or condition of the Parent;Company. (b) The Parent Company has not (i) amended its Articles of Incorporation or by-lawsthe Company Charter Documents, except as may be required by this Agreement; (ii) declared or made, or agreed to declare or make any payment of dividends or distributions of any assets of any kind whatsoever to shareholders stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stock; (iii) waived any rights of value which in the aggregate are extraordinary outside of the ordinary course of business or material considering the business of the ParentCompany; (iv) made any material change in its method of management, operation, or accounting; (v) entered into any transactions or agreements other material transactionsthan in the ordinary course of business; (vi) made any accrual or arrangement for or payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (vii) increased the rate of compensation payable or to become payable by it to any of its officers or directors or any of its employeessalaried employees whose monthly compensation exceed $1,000; or (viii) made any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement, made to, for, for or with its officers, directors, or employees;. (c) Except in the ordinary course of business or as otherwise as set forth on Schedule 5.8, the Parent The Company has not (i) granted or agreed to grant any options, warrants, or other rights for its stocksstock, bonds, or other corporate securities calling for the issuance thereof; (ii) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) except liabilities incurred in the ordinary course of business; (iii) paid or agreed to pay any material obligation obligations or liability liabilities (absolute or contingent) other than current liabilities reflected in or shown on the most recent Parent Company balance sheet and current liabilities incurred since that date in the ordinary course of business and professional and other fees and expenses incurred in connection with the preparation of this Agreement and the consummation of the transactions transaction contemplated hereby; (iv) sold or transferred, or agreed to sell or transfer, any of its assets, propertyproperties, or rights (except assets, propertyproperties, or rights not used or useful in its business which, in the aggregate have a value of less than $5,0001,000), or canceled, or agreed to cancel, any debts or claims (except debts or claims which in the aggregate are of a value of less than $5,0001,000); (v) made or permitted any amendment or termination of any contract, agreement, or license to which it is a party if such amendment or termination is material, considering the business of the ParentCompany; or (vi) issued, delivered, delivered or agreed to issue or deliver deliver, any stock, bonds, bonds or other corporate securities including debentures (whether authorized and unissued or held as treasury stock), except in connection with this Agreement; and. (d) To the best knowledge of the Parent, it The Company has not become subject to any law or regulation which materially and adversely affects, or in the future future, may adversely affect, the business, operations, properties, assets, assets or condition of the ParentCompany.

Absence of Certain Changes or Events. Except as set forth Since the date of the most recent ADVV balance sheet included in the Parent ADVV SEC Reports, since June 30, 2013: (a) There there has not been been: (i) any material adverse change, financial or otherwise, change in the business, operations, properties, assets, assets or condition of the Parent ADVV or (ii) any damage, destruction or loss to ADVV (whether or not covered by insurance) materially and adversely affecting the business, operations, properties, assets, assets or condition of the ParentADVV; (b) The Parent ADVV has not not: (i) amended its Articles certificate of Incorporation incorporation or by-lawsbylaws except as required by this Agreement; (ii) declared or made, or agreed to declare or make any payment of dividends or distributions of any assets of any kind whatsoever to shareholders stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stock; (iii) waived any rights of value which in the aggregate are extraordinary outside of the ordinary course of business or material considering the business of the ParentADVV; (iv) made any material change in its method of management, operation, or accounting; (v) entered into any other material transactionstransactions or agreements of any kind or nature; (vi) made any accrual or arrangement for or payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (vii) increased the rate of compensation payable or to become payable by it to any of its officers or directors or any of its employeessalaried employees whose monthly compensation exceed $1,000; or (viii) made any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement, made to, for, for or with its officers, directors, or employees; (c) Except in the ordinary course of business or as otherwise as set forth on Schedule 5.8, the Parent ADVV has not not: (i) granted or agreed to grant any options, warrants, or other rights for its stocksstock, bonds, or other corporate securities calling for the issuance thereof; (ii) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) except liabilities incurred in the ordinary course of business); (iii) paid or agreed to pay any material obligation obligations or liability liabilities (absolute or contingent) other than current liabilities reflected in or shown on the most recent Parent ADVV balance sheet and current liabilities incurred since that date in the ordinary course of business and professional and other fees and expenses incurred in connection with the preparation of this Agreement and the consummation of the transactions transaction contemplated hereby; (iv) sold or transferred, or agreed to sell or transfer, any of its assets, propertyproperties, or rights (except assets, property, or rights not used or useful in its business which, in the aggregate have a value of less than $5,000)rights, or canceled, or agreed to cancel, any debts or claims (except debts or claims which in the aggregate are of a value of less than $5,000)claims; (v) made or permitted any amendment or termination of any contract, agreement, or license to which it is a party if such amendment or termination is material, considering the business of the ParentADVV; or (vi) issued, delivered, delivered or agreed to issue or deliver deliver, any stock, bonds, bonds or other corporate securities including debentures (whether authorized and unissued or held as treasury stock), except in connection with this Agreement; and (d) To the best knowledge of the Parentto its knowledge, it ADVV has not become subject to any law or regulation which materially and adversely affects, or in the future future, may adversely affect, the business, operations, properties, assets, assets or condition of the ParentGroup.

Absence of Certain Changes or Events. Except Since March 31, 2010 and except (i) as set forth disclosed in the Parent ReportsAgreement, since June 30(ii) for the Consulting Agreement by and between Nautilus Global Partners, 2013LLC and Action dated September 1, 2010, and (iii) for the issuance of 3,523,922 ordinary shares to Skyline Investors, LLC: (a) There there has not been (i) any material adverse change, financial or otherwise, change in the business, operations, properties, assets, assets or condition of the Parent Action, or (ii) any damage, destruction or loss to Action (whether or not covered by insurance) materially and adversely affecting the business, operations, properties, assets, assets or condition of the ParentAction; (b) The Parent Action has not (i) amended its Memorandum of Association and Articles of Incorporation Association except as required by or by-laws; referenced in this Agreement, (ii) declared or made, or agreed to declare or make any payment of dividends or distributions of any assets of any kind whatsoever to shareholders stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stock; shares, (iii) waived any rights of value which in the aggregate are extraordinary outside of the ordinary course of business or material considering the business of the Parent; Action, (iv) made any material change in its method of management, operation, or accounting; , (v) entered into any transactions or agreements other material transactions; than in the ordinary course of business, (vi) made any accrual or arrangement for or payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; , (vii) increased the rate of compensation payable or to become payable by it to any of its officers or directors or any of its employees; salaried employees whose monthly compensation exceed $1,000, or (viii) made any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement, made to, for, for or with its officers, directors, or employees; (c) Except in the ordinary course of business or as otherwise as set forth on Schedule 5.8, the Parent Action has not (i) granted or agreed to grant any options, warrants, or other rights for its stocksstock, bonds, or other corporate securities calling for the issuance thereof; , (ii) borrowed or agreed to borrow any funds or incurredfunds, or become subject to, any material obligation or liability (absolute or contingent) except liabilities incurred in the ordinary course of business; (iii) incurred, paid or agreed to pay any material obligation obligations or liability liabilities (absolute or contingent) other than current liabilities reflected in or shown on the most recent Parent Action balance sheet and current liabilities incurred since that date in the ordinary course of business and professional and other fees and expenses incurred in connection with the preparation of this Agreement and the consummation of the transactions transaction contemplated hereby; , (iv) sold or transferred, or agreed to sell or transfer, any of its assets, propertyproperties, or rights (except assets, propertyproperties, or rights not used or useful in its business which, in the aggregate have a value of less than $5,0001,000), or canceled, or agreed to cancel, any debts or claims (except debts or claims which in the aggregate are of a value of less than $5,0001,000); , (v) made or permitted any amendment or termination of any contract, agreement, or license to which it is a party if such amendment or termination is material, considering the business of the Parent; Action, or (vi) issued, delivered, delivered or agreed to issue or deliver deliver, any stock, bonds, bonds or other corporate securities including debentures (whether authorized and unissued or held as treasury stock), except in connection with this Agreement; and (d) To to the best knowledge of Action and the ParentAction Shareholders, it Action has not become subject to any law or regulation which materially and adversely affects, or in the future future, may adversely affect, the business, operations, properties, assets, assets or condition of the ParentAction.

Absence of Certain Changes or Events. Except Since March 31, 2004, except as set forth in Schedule 2.06 to the Parent Reports, since June 30, 2013CCI Disclosure Schedule: (a) There there has not been (i) any material adverse changeCCI Material Adverse Effect or (ii) any damage, financial or otherwise, in the business, operations, properties, assetsdestruction, or condition of the Parent loss to CCI (whether or not covered by insurance) materially and adversely affecting the business, operations, properties, assets, or condition of the ParentCCI; (b) The Parent CCI has not (i) amended its Articles articles of Incorporation or by-lawsincorporation; (ii) declared or made, or agreed to declare or make make, any payment of dividends or distributions of any assets of any kind whatsoever to shareholders stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its outstanding capital stock; (iii) waived any rights of value which in the aggregate are extraordinary or material considering the business of the ParentCCI; (iv) made any material change in its method of management, operation, or accounting; (v) entered into any other material transactionstransaction; (vi) made any accrual or arrangement for or payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (vii) increased the rate of compensation payable or to become payable by it to any of its officers or directors or any of its employeesemployees whose monthly compensation exceeds $15,000; or (viii) made any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement, arrangement made to, for, or with its officers, directors, or employees; (c) Except in the ordinary course of business or as otherwise as set forth on Schedule 5.8, the Parent CCI has not (i) granted or agreed to grant any options, warrants, or other rights for its stocks, bonds, or other corporate securities calling for the issuance thereof; (ii) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) except liabilities incurred in the ordinary course of business; (iiiii) paid or agreed to pay any material obligation or liability (absolute or contingent) other than current liabilities reflected in or shown on the most recent Parent CCI balance sheet sheet, and current liabilities incurred since that date in the ordinary course of business and professional and other fees and expenses incurred in connection with the preparation of this Agreement and the consummation of the transactions contemplated herebybusiness; (iviii) sold or transferred, or agreed to sell or transfer, any of its assets, propertyproperties, or rights (except assets, propertyproperties, or rights not used or useful in its business which, in the aggregate have a value of less than $5,000), or canceled, or agreed to cancel, any debts or claims (except debts or claims which in the aggregate are of a value of less than $5,000); (viv) made or permitted any amendment or termination of any contract, agreement, or license to which it is a party if such amendment or termination is material, considering the business of the ParentCCI; or (viv) issued, delivered, or agreed to issue or deliver any stock, bonds, bonds or other corporate securities including debentures (whether authorized and unissued or held as treasury stock), except in connection with this Agreement; and; (d) To to the best knowledge of the ParentCCI, it CCI has not become subject to any law or regulation which materially and adversely affects, or in the future may adversely affect, the business, operations, properties, assets, or condition of CCI; and (e) as at the Parentdate of this Agreement and as at the Closing Date, the aggregate CCI liabilities which would be required to be disclosed on a balance sheet prepared in accordance with GAAP do not and will not exceed $75,000 in the aggregate.

Absence of Certain Changes or Events. Except as set forth in Since the Parent Reports, since June 30, 2013date of the most recent PRAESIDIUM balance sheet: (a) There there has not been (i) any material adverse change, financial or otherwise, change in the business, operations, properties, assets, assets or condition of the Parent PRAESIDIUM or (ii) any damage, destruction or loss to PRAESIDIUM (whether or not covered by insurance) materially and end adversely affecting the business, operations, properties, assets, assets or condition of the Parent; PRAESIDIUM; (b) The Parent PRAESIDIUM has not (i) amended its Articles certificate of Incorporation incorporation or by-lawsbylaws; (ii) declared or made, or agreed to declare or make any payment of dividends or distributions of any assets of at any kind whatsoever to shareholders stockholders or purchased or redeemed, or agreed to purchase or redeem, any of at its capital stock; (iii) waived any rights of value which in the aggregate are extraordinary outside of the ordinary course of business or material considering the business of the ParentPRAESIDIUM; (iv) made any material change in its Its method of management, operation, or accounting; (v) entered into any transactions or agreements other material transactionsthan in the ordinary course of business; (vi) made any accrual or arrangement for or payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (vii) increased the rate of compensation payable or to become payable by it to any of its officers or directors or any of its employeessalaried employees whose monthly compensation exceed $1,000; or (viii) made any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, retirement or other employee benefit plan, payment, or arrangement, made to, for, for or with its officers, directors, or employees; ; (c) Except in the ordinary course of business or as otherwise as set forth on Schedule 5.8, the Parent PRAESIDIUM has not (i) granted or agreed to grant any other options, warrants. Warrants, or other rights for its stocksstock, bonds, or other corporate securities calling for the issuance thereofthereof or with respect to outstanding common stock (other than as stated in Section 2.02); (ii) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) except liabilities incurred in the ordinary course of business; (iii) paid or agreed to pay any material obligation obligations or liability liabilities (absolute or contingent) other than current liabilities reflected in or shown on the most recent Parent PRAESIDIUM balance sheet and end current liabilities incurred since that date in the ordinary course of business and professional and other fees and expenses incurred in connection with the preparation of this Agreement and the consummation of the transactions transaction contemplated hereby; (iv) sold or transferred, or agreed to sell or transfer, any of its assets, propertyproperties, or rights (except assets, propertyproperties, or rights not used or useful in its business which, in the aggregate have a value of at less than $5,0001000), or canceledcance~, or agreed to cancel, any debts or claims (except debts or claims which in the aggregate are of a value of less than $5,000)1000}; (v) made or permitted any amendment or termination of any contract, agreement, agreement or license to which it is a party if such amendment or termination is material, considering the business of the ParentPRAESIDIUM; or (vi) issued, delivered, delivered or agreed to issue or deliver deliver, any stock, bonds, or other corporate securities including debentures ({whether authorized and unissued or held as treasury stock), except in In connection with this Agreement; and Agreement and (d) To to the best knowledge of the ParentPRAESIDIUM, it has not become subject to any law or regulation which materially and adversely affects, or in the future future, may adversely affect, the business, operations, properties, assets, assets or condition of the ParentPRAESIDIUM.

Absence of Certain Changes or Events. Except as set forth in this Agreement, the Parent ReportsQMT Schedules, or as otherwise disclosed to AAI, since June 30December 31, 20132000: (a) There there has not been been: (i) any material adverse change, financial or otherwise, change in the business, operations, properties, assets, assets or condition of the Parent QMT; or (ii) any damage, destruction or loss to QMT (whether or not covered by insurance) materially and adversely affecting the business, operations, properties, assets, assets or condition of the ParentQMT; (b) The Parent QMT has not not: (i) amended its Articles articles of Incorporation incorporation or by-lawsbylaws; (ii) declared or made, or agreed to declare or make make, any payment of dividends or distributions of any assets of any kind whatsoever to shareholders stockholders or purchased or redeemed, redeemed or agreed to purchase or redeem, redeem any of its capital stock; (iii) waived any rights of value which in the aggregate are extraordinary or material considering the business of the ParentQMT; (iv) made any material change in its method of management, operation, operation or accounting; (v) entered into any other material transactionstransaction; (vi) made any accrual or arrangement for or payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (vii) increased the rate of compensation payable or to become payable by it to any of its officers or directors or any of its employeesemployees whose monthly compensation exceeds $5,000; or (viii) made any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, retirement or other employee benefit plan, payment, payment or arrangement, arrangement made to, for, or with its officers, directors, directors or employees; (c) Except in the ordinary course of business or as otherwise as set forth on Schedule 5.8, the Parent QMT has not not: (i) granted or agreed to grant any options, warrants, warrants or other rights for its stocks, bonds, bonds or other corporate securities calling for the issuance thereof; (ii) borrowed or agreed to borrow any funds or incurred, incurred or become subject to, any material obligation or liability (absolute or contingent) except liabilities incurred in the ordinary course of business; (iii) paid or agreed to pay any material obligation or liability (absolute or contingent) other than current liabilities reflected in or shown on the most recent Parent QMT balance sheet and current liabilities incurred since that date in the ordinary course of business and professional and other fees and expenses incurred in connection with the preparation of this Agreement and the consummation of the transactions contemplated herebybusiness; (iv) sold or transferred, or agreed to sell or transfer, any of its assets, property, properties or rights (except assets, property, properties or rights not used or useful in its business which, in the aggregate have a value of less than $5,000), or canceled, or agreed to cancel, any debts or claims (except debts or claims which in the aggregate are of a value of less than $5,00010,000); (v) made or permitted any amendment or termination of any contract, agreement, agreement or license to which it is a party if such amendment or termination is material, considering the business of the ParentQMT; or (vi) issued, delivered, delivered or agreed to issue or deliver any stock, bonds, bonds or other corporate securities securities, including debentures (whether authorized and unissued or held as treasury stock), except in connection with this Agreement; and (d) To to the best knowledge of the ParentQMT, it has not become subject to any law or regulation which materially and adversely affects, or in the future may adversely affect, the business, operations, properties, assets, assets or condition of the ParentQMT.

Absence of Certain Changes or Events. Except as set forth in the Parent ReportsSCHEDULE 1(x), since June 30the date of the First Midlothian Financial Statements, 2013:neither First Midlothian nor First Bank has (a) There has not been (i) issued or sold any of its capital stock or any corporate debt obligations (except certificates of deposit, letters of credit, cashier's checks and other documents and instruments issued in the ordinary course of the banking business of First Bank); (ii) granted any option for the purchase of any shares of its capital stock; (iii) except as otherwise contemplated by this Plan, declared or set aside any dividend or other distribution in respect of its capital stock, or directly or indirectly, purchased, redeemed or otherwise acquired any such capital stock; (iv) made or authorized any change in its outstanding capital stock or in its Articles of Association or bylaws; (v) made any material adverse changechange in its mode of management or operation or method of accounting; (vi) incurred any obligations or liabilities (absolute or contingent), financial except any obligations or otherwise, liabilities incurred in the business, operations, properties, assetsordinary course of business and any obligations or liabilities less than $2,500 but not exceeding $10,000 in the aggregate, or condition mortgaged, pledged or subjected to lien or encumbrance (other than statutory liens not yet delinquent) any of its assets or properties; (vii) discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities included in the Parent First Midlothian Financial Statements and current liabilities incurred since the date thereof in the ordinary course of business; (viii) sold, exchanged or otherwise disposed of any of its assets other than in the ordinary course of business; (ix) made or become obligated to make any capital expenditure other than an expenditure or commitment which does not exceed $5,000 per occurrence; (x) engaged in any transaction affecting its business or properties not in the ordinary course of business or suffered any extraordinary loss; (xi) paid or become obligated to pay any general wage or salary increase, bonus, severance or termination pay to any officer or employee, entered into any employment contract with any officer or employee, instituted any employee welfare, bonus, stock option, profit-sharing, retirement or similar plan or arrangement, or granted or agreed to grant any increase in compensation to any director, except to the extent permitted under SECTION 1(z); (xii) suffered any damage, destruction or loss, whether or not covered by insurance) , materially and adversely affecting the business, operations, its properties, assets, or condition of the Parent; (b) The Parent has not (i) amended its Articles of Incorporation or by-laws; (ii) declared or made, or agreed to declare or make any payment of dividends or distributions of any assets of any kind whatsoever to shareholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stock; (iiixiii) waived any rights of value which in the aggregate are extraordinary or material considering the business of the Parent; material; (ivxiv) made experienced any material adverse change in its method of managementassets, operationproperties, business, financial condition, operations, or accountingprospects; (xv) suffered the occurrence of any event or condition of any character which may materially and adversely affect its assets, properties, business, financial condition, operations, or prospects; or (vxiv) entered into any other material transactions; (vi) made any accrual or arrangement for or payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (vii) increased the rate of compensation payable or to become payable by it to any of its officers or directors or any of its employees; or (viii) made any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement, made to, for, or with its officers, directors, or employees; (c) Except in transactions outside the ordinary course of business or except as otherwise as set forth on Schedule 5.8, the Parent has not (i) granted or agreed to grant any options, warrants, or other rights for its stocks, bonds, or other corporate securities calling for the issuance thereof; (ii) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) except liabilities incurred in the ordinary course of business; (iii) paid or agreed to pay any material obligation or liability (absolute or contingent) other than current liabilities reflected in or shown on the most recent Parent balance sheet and current liabilities incurred since that date in the ordinary course of business and professional and other fees and expenses incurred in connection with the preparation of expressly contemplated by this Agreement and the consummation of the transactions contemplated hereby; (iv) sold or transferred, or agreed to sell or transfer, any of its assets, property, or rights (except assets, property, or rights not used or useful in its business which, in the aggregate have a value of less than $5,000), or canceled, or agreed to cancel, any debts or claims (except debts or claims which in the aggregate are of a value of less than $5,000); (v) made or permitted any amendment or termination of any contract, agreement, or license to which it is a party if such amendment or termination is material, considering the business of the Parent; or (vi) issued, delivered, or agreed to issue or deliver any stock, bonds, or other corporate securities including debentures (whether authorized and unissued or held as treasury stock), except in connection with this Agreement; and (d) To the best knowledge of the Parent, it has not become subject to any law or regulation which materially and adversely affects, or in the future may adversely affect, the business, operations, properties, assets, or condition of the ParentPlan.

Absence of Certain Changes or Events. Except as set forth in this Agreement or in the Parent ReportsCTI Schedules, since June 30, 2013the date of the most recent CTI balance sheet described in Section 3.06 and included in the CTI Schedules: (a) There has not been (i) any material adverse change, financial or otherwise, change in the business, operationsoperation, properties, assets, assets or condition of the Parent CTI; or (ii) any damage, destruction or loss to CTI (whether or not covered by insurance) materially and adversely affecting the business, operations, properties, assets, assets or condition conditions of the ParentCTI; (b) The Parent CTI has not (i) amended its Articles article of Incorporation incorporation or by-lawsbylaws; (ii) declared or made, or agreed to declare or make and make, any payment of dividends or distributions of any assets of any kind whatsoever to shareholders or purchased or redeemed, or agreed to purchase or redeem, more than 50,000 shares any of its capital stock; (iii) waived any rights of value which in the aggregate are extraordinary or material considering the business of the ParentCTI; or (iv) made any material change in its method of management, operation, operation or accounting; (v) entered into any other accounting which is material transactions; (vi) made any accrual or arrangement for or payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (vii) increased the rate of compensation payable or to become payable by it to any of its officers or directors or any of its employees; or (viii) made any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement, made to, for, or with its officers, directors, or employeesCTI; (c) Except in the ordinary course of business or as otherwise as set forth on Schedule 5.8, the Parent CTI has not (i) granted or agreed to grant any options, warrants, warrants or other rights for its stocks, bonds, bonds or other corporate securities calling for the issuance thereof; (ii) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) except liabilities incurred in the ordinary course of business; (iii) paid or agreed to pay any material obligation or liability (absolute or contingent) other than current liabilities reflected in or shown on the most recent Parent CTI balance sheet and current liabilities incurred since that date in the ordinary course of business and professional and other fees and expenses incurred in connection with the preparation of this Agreement and the consummation of the transactions contemplated herebybusiness; (iv) sold or transferred, or agreed to sell or transfer, any of its assets, property, properties or rights (except assets, property, properties or rights not used or useful in its business which, in the aggregate have a value of less than Ten Thousand Dollars ($5,000)10,000) or assets, properties or canceled, or agreed to cancel, any debts or claims (except debts or claims which rights disposed of in the aggregate are ordinary course of a value of less than $5,000business); (v) made or permitted any amendment or termination of any contract, agreement, agreement or license to which it is a party if such amendment or termination is material, considering the business of the ParentCTI; or (vi) issued, delivered, delivered or agreed to issue or deliver any stock, bonds, bonds or other corporate securities including debentures (whether authorized and unissued or held as treasury stock), except in connection with this Agreement; and (d) To the best knowledge of the ParentCTI, it CTI has not become subject to any law or regulation which materially and adversely affects, or in the future may materially and adversely affect, the business, operationsoperation, properties, assets, assets or financial condition of the ParentCTI.

Absence of Certain Changes or Events. Except as set forth described herein or in the Parent ReportsALPHA Schedules, since June 30December 31, 20132005: (a) There there has not been been: (i) any material adverse change, financial or otherwise, change in the business, operations, properties, assetsassets or condition, of ALPHA or condition of the Parent any damage, destruction or loss to ALPHA (whether or not covered by insurance) materially and adversely affecting the business, operations, properties, assets, assets or condition of the ParentALPHA; (b) The Parent ALPHA has not not: (i) amended its Articles of Incorporation or by-lawsBylaws; (ii) declared or made, or agreed to declare or make make, any payment of dividends or distributions of any assets of any kind whatsoever to shareholders stockholders or purchased or redeemed, redeemed or agreed to purchase or redeem, redeem any of its capital stock; (iii) waived any rights of value which in the aggregate are extraordinary or material considering the business of the ParentALPHA; (iv) made any material change in its method of management, operation, operation or accounting; (v) entered into any other material transactionstransaction; (vi) made any accrual or arrangement for or payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (vii) increased the rate of paid or agreed to pay any compensation payable or to become payable by it to any of its officers or directors or any of its employeesemployee; or (viii) made any increase in payment to any profit sharing, bonus, deferred compensation, insurance, pension, retirement, retirement or other employee benefit plan, payment, payment or arrangement, arrangement made to, for, or with its officers, directors, directors or employees; (c) Except in the ordinary course of business or as otherwise as set forth on Schedule 5.8, the Parent ALPHA has not not: (i) granted or agreed to grant any options, warrants, warrants or other rights for its stocks, bonds, bonds or other corporate securities calling for the issuance thereof; (ii) borrowed or agreed to borrow any funds or incurred, incurred or become subject to, any material obligation or liability (absolute or contingent) except liabilities incurred in the ordinary course of business; (iii) paid or agreed to pay any material obligation or liability (absolute or contingent) other than current liabilities reflected in or shown on the most recent Parent ALPHA balance sheet and current liabilities incurred since that date in the ordinary course of business and professional and other fees and expenses incurred in connection with the preparation of this Agreement and the consummation of the transactions contemplated herebybusiness; (iv) sold or transferred, or agreed to sell or transfer, any of its assets, property, properties or rights (except assets, property, or rights not used or useful in its business which, in the aggregate have a value of less than $5,000), or canceled, or agreed to cancel, any debts or claims (except debts or claims which in the aggregate are of a value of less than $5,000)rights; (v) made or permitted any amendment or termination of any contract, agreement, agreement or license to which it is a party if such amendment or termination is material, considering the business of the ParentALPHA; or (vi) issued, delivered, delivered or agreed to issue or deliver any stock, bonds, or other corporate securities including debentures (whether authorized and unissued or held as treasury stock), except in connection with this Agreement; and (d) To to the best knowledge of the ParentALPHA, it has not become subject to any law or regulation which materially and adversely affects, or in the future may adversely affect, the business, operations, properties, assets, assets or condition of the ParentALPHA.

Absence of Certain Changes or Events. Except as set forth in this Agreement or the Parent ReportsEco-Tek Schedules, since June 30December 31, 20132011: (a) There has not been (i) any material adverse change, financial or otherwise, change in the proposed business, operations, properties, assets, or condition of the Parent Eco-Tek or (ii) any damage, destruction, or loss to Eco-Tek (whether or not covered by insurance) materially and adversely affecting the business, operations, properties, assets, business or financial condition of the ParentEco-Tek; (b) The Parent Eco-Tek has not (i) amended its Articles of Incorporation or by-lawsBylaws (or similar documents;); (ii) declared or made, or agreed to declare or make make, any payment of dividends or distributions of any assets of any kind whatsoever to shareholders stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stock; (iii) waived any rights of value which in the aggregate are extraordinary outside of the ordinary course of business or material considering the business of the ParentEco-Tek; (iv) made any material change in its method of management, operation, operation or accounting; (v) entered into any other material transactionstransaction other than sales in the ordinary course of its business; (vi) made any accrual or arrangement for or payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (vii) increased the rate of compensation payable or to become payable by it to any of its officers or directors or any of its employeessalaried employees whose monthly compensation exceeds Ten Thousand Dollars ($10,000); or (viii) made any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement, arrangement made to, for, or with its officers, directors, or employees; (c) Except in the ordinary course of business or as otherwise as set forth on Schedule 5.8, the Parent Eco-Tek has not (i) granted or agreed to grant any options, warrants, or other rights for its stocks, bonds, or other corporate securities calling for the issuance thereof; (ii) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) in excess of $10,000 except as disclosed herein and except liabilities incurred in the ordinary course of business; (iiiii) paid or agreed to pay any material obligation obligations or liability (absolute or contingent) other than current liabilities reflected in or shown on the most recent Parent balance sheet liabilities, and current liabilities incurred since that date in the ordinary course of business and professional and other fees and expenses incurred in connection with the preparation of this Agreement and the consummation of the transactions contemplated hereby; (iviii) sold or transferred, or agreed to sell or transfer, any of its assets, propertyproperties, or rights (except assets, propertyproperties, or rights not used or useful in its business which, in the aggregate have a value of less than Ten Thousand Dollars ($5,00010,000), or canceled, or agreed to cancel, any debts or claims (except debts or claims which in the aggregate are of a value of less than Ten Thousand Dollars ($5,00010,000); or (viv) made or permitted any amendment or termination of any contract, agreement, or license to which it is they are a party if such amendment or termination is material, considering the business of Eco-Tek, other than in the Parent; or (vi) issued, delivered, or agreed to issue or deliver any stock, bonds, or other corporate securities including debentures (whether authorized and unissued or held as treasury stock), except in connection with this Agreementordinary course of business; and (d) To the best knowledge Knowledge of the ParentEco-Tek Shareholders, it Eco-Tek has not become subject to any law or regulation which materially and adversely affects, or in the future may adversely affect, the business, operations, properties, assets, or condition of the ParentEco-Tek.

Absence of Certain Changes or Events. Except as set forth in this Agreement or the Parent ReportsDACO-CANADA Schedules, since June 30December 31, 20131997: (a) There there has not been (i) any material adverse change, financial or otherwise, change in the business, operations, properties, assets, or condition of the Parent DACO-CANADA or (ii) any damage, destruction, or loss to DACO-CANADA (whether or not covered by insurance) materially and adversely affecting the business, operations, properties, assets, or condition of the ParentDACO-CANADA; (b) The Parent DACO-CANADA has not (i) amended its Articles of Incorporation or byBy-lawsLaws or applicable incorporation documents; (ii) declared or made, or agreed to declare or make make, any payment of dividends or distributions of any assets of any kind whatsoever to shareholders stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stock; (iii) waived any rights of value which in the aggregate are extraordinary outside of the ordinary course of business or material considering the business of the ParentDACO-CANADA; (iv) made any material change in its method of management, operation, operation or accounting; (v) entered into any other material transactionstransaction other than sales in the ordinary course of its business; (vi) made any accrual or arrangement for or payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (vii) increased the rate of compensation payable or to become payable by it to any of its officers or directors or any of its employeessalaried employees whose monthly compensation exceeds $1,000; or (viii) made any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement, arrangement made to, for, or with its officers, directors, or employees; (c) Except in the ordinary course of business or as otherwise as set forth on Schedule 5.8, the Parent DACO-CANADA has not (i) granted or agreed to grant any options, warrants, or other rights for its stocks, bonds, or other corporate securities calling for the issuance thereof; (ii) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) except as disclosed herein and except liabilities incurred in the ordinary course of business; (iiiii) paid or agreed to pay any material obligation obligations or liability (absolute or contingent) other than current liabilities reflected in or shown on the most recent Parent DACO-CANADA balance sheet sheet, and current liabilities incurred since that date in the ordinary course of business and professional and other fees and expenses incurred in connection with the preparation of this Agreement and the consummation of the transactions contemplated hereby; (iviii) other than within the ordinary course of business, sold or transferred, or agreed to sell or transfer, any of its assets, propertyproperties, or rights (except assets, propertyproperties, or rights not used or useful in its business which, in the aggregate have a value of less than $5,0001,000), or canceled, or agreed to cancel, any debts or claims (except debts or claims which in the aggregate are of a value of less than $5,0001,000); (viv) other than in the ordinary course of business, made or permitted any amendment or termination of any contract, agreement, or license to which it is a party if such amendment or termination is material, considering the business of the ParentDACO-CANADA; or (viv) issued, delivered, or agreed to issue or deliver any stock, bonds, bonds or other corporate securities including debentures (whether authorized and unissued or held as treasury stock), except in connection with this Agreement; and and (d) To to the best knowledge of the ParentIMPERIAL, it DACO-CANADA has not become subject to any law or regulation which materially and adversely affects, or in the future may adversely affect, affect the business, operations, properties, assets, or condition of the ParentDACO-CANADA.

Absence of Certain Changes or Events. (a) Except as set forth in the Parent ReportsSchedule 3.11 hereto, since June 30the date of the ▇▇▇▇▇▇▇▇ Latest Balance Sheet, 2013there has not been: (a) There has not been (i) any material adverse change, financial or otherwise, change in the business, operations, properties, assetsassets or financial condition of ▇▇▇▇▇▇▇▇ Bank or ▇▇▇▇▇▇▇▇ Holding, or condition any event which has had or will have a material adverse effect on any of the Parent foregoing; ii) any loss, damage, destruction or other casualty materially and adversely affecting any of the properties, assets or business of ▇▇▇▇▇▇▇▇ Bank or ▇▇▇▇▇▇▇▇ Holding or any of their subsidiaries (whether or not covered by insurance); iii) materially and adversely affecting any increase of more than ten percent (10%) in the businesscompensation payable by ▇▇▇▇▇▇▇▇ Bank or ▇▇▇▇▇▇▇▇ Holding to any of their directors, operationsofficers, propertiesagents, assetsconsultants, or condition any of their employees whose total compensation after such increase was in excess of $25,000 per annum, or any extraordinary bonus, percentage compensation, service award or other like benefit granted, made or accrued to the credit of any such director, officer, agent, consultant or employee, or any extraordinary welfare, pension, retirement or similar payment or arrangement made or agreed to by ▇▇▇▇▇▇▇▇ Bank or ▇▇▇▇▇▇▇▇ Holding for the benefit of any such director, officer, agent, consultant or employee; iv) any change in any method of accounting or accounting practice of ▇▇▇▇▇▇▇▇ Bank or ▇▇▇▇▇▇▇▇ Holding; v) any loan in excess of $25,000 or portion thereof rescheduled as to payments thereon, subject to a moratorium on payment thereof or written off by ▇▇▇▇▇▇▇▇ Bank or ▇▇▇▇▇▇▇▇ Holding as uncollectible; or vi) any agreement or understanding, whether in writing or otherwise, of ▇▇▇▇▇▇▇▇ Bank or ▇▇▇▇▇▇▇▇ Holding to do any of the Parent;foregoing. (b) The Parent has not (i) amended its Articles of Incorporation or by-laws; (ii) declared or made, or agreed to declare or make any payment of dividends or distributions of any assets of any kind whatsoever to shareholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stock; (iii) waived any rights of value which in the aggregate are extraordinary or material considering the business of the Parent; (iv) made any material change in its method of management, operation, or accounting; (v) entered into any other material transactions; (vi) made any accrual or arrangement for or payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (vii) increased the rate of compensation payable or to become payable by it to any of its officers or directors or any of its employees; or (viii) made any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement, made to, for, or with its officers, directors, or employees; (c) Except in the ordinary course of business or as otherwise as set forth on in Schedule 5.83.11 hereto, since the Parent has not (date of the ▇▇▇▇▇▇▇▇ Latest Balance Sheet, neither ▇▇▇▇▇▇▇▇ Bank nor ▇▇▇▇▇▇▇▇ Holding has: i) granted issued or agreed to grant sold any optionspromissory note, warrantsstock, or other rights for its stocks, bonds, bond or other corporate securities calling for security of which it is the issuance thereofissuer in an amount greater than $25,000; (ii) borrowed discharged or agreed to borrow satisfied any funds lien or incurred, encumbrance or become subject to, paid or satisfied any material obligation or liability (absolute whether absolute, accrued, contingent or contingentotherwise and whether due or to become due) except liabilities incurred in the ordinary course of business; (iii) paid or agreed an amount greater than $50,000 as to pay any material each such lien, encumbrance, obligation or liability (absolute or contingent) other than current liabilities reflected in or shown on the most recent Parent balance sheet ▇▇▇▇▇▇▇▇ Latest Balance Sheet and current liabilities incurred since that the date of the ▇▇▇▇▇▇▇▇ Latest Balance Sheet in the ordinary course of business and professional consistent with past practice and other fees than any such lien, encumbrance, obligation or liability of the nature (regardless of amount) required to be disclosed pursuant to Section 3.11(a)(iii) hereto; iii) declared, paid or set aside for payment any dividend or other distribution (whether in cash, stock or property) in respect of its capital stock, except for (i) a Special Dividend by ▇▇▇▇▇▇▇▇ Holding in February 1996 of $2.00 per share, (ii) regular quarterly dividends in 1996 of $.35 per share for each complete calendar quarters elapsed prior to the Effective Date, and (iii) dividends by ▇▇▇▇▇▇▇▇ Bank to ▇▇▇▇▇▇▇▇ Holding to the extent necessary to fund authorized dividends of ▇▇▇▇▇▇▇▇ Holding and to pay necessary and routine expenses of ▇▇▇▇▇▇▇▇ Holding; iv) split, combined or reclassified any shares of its capital stock, or redeemed, purchased or otherwise acquired any shares of its capital stock or other securities; v) sold, assigned or transferred any of its assets (real, personal or mixed, tangible or intangible) canceled any debts or claims or waived any rights of substantial value, except, in each case, in the ordinary course of business and consistent with past practice; vi) paid any amounts or incurred any liability to or in respect of, or sold any properties or assets (real, personal or mixed, tangible or intangible) to, or engaged in any transaction (other than any transaction of the nature (regardless of amount) required to be disclosed pursuant to Section 3.11(a)(iii) hereof) or entered into any agreement or arrangement with, any corporation or business in which ▇▇▇▇▇▇▇▇ Bank, ▇▇▇▇▇▇▇▇ Holding or any of their officers or directors, or any "affiliate" or "associate" (as such terms are defined in the rules and regulations promulgated under the Securities Act of any such person, has any direct or indirect interest; vii) entered into any collective bargaining agreements; or viii) entered into any other transaction other than in the ordinary course of business and consistent with past practice or in connection with the preparation of this Agreement and the consummation of the transactions contemplated hereby; (iv) sold or transferred, or agreed to sell or transfer, any of its assets, property, or rights (except assets, property, or rights not used or useful in its business which, in the aggregate have a value of less than $5,000), or canceled, or agreed to cancel, any debts or claims (except debts or claims which in the aggregate are of a value of less than $5,000); (v) made or permitted any amendment or termination of any contract, agreement, or license to which it is a party if such amendment or termination is material, considering the business of the Parent; or (vi) issued, delivered, or agreed to issue or deliver any stock, bonds, or other corporate securities including debentures (whether authorized and unissued or held as treasury stock), except in connection with by this Agreement; and (d) To the best knowledge of the Parent, it has not become subject to any law or regulation which materially and adversely affects, or in the future may adversely affect, the business, operations, properties, assets, or condition of the Parent.. 3.12

Absence of Certain Changes or Events. Except as set forth in Section 2.8 of the Parent ReportsSeller Disclosure Schedule, since June 30December 31, 20131997, the business of the Company and each of the Subsidiaries has been conducted in the ordinary course consistent with past practices and there has not been any: (a) There has not been (i) any material adverse change, financial or otherwise, Change made in the business, operations, properties, assets, Company's or condition of the Parent (whether any Subsidiary's authorized capital or not covered by insurance) materially and adversely affecting the business, operations, properties, assets, or condition of the Parentoutstanding securities; (b) The Parent has not (i) amended its Articles of Incorporation or by-laws; (ii) declared or madeIssuance, sale, delivery of, or agreed agreement to declare or make any payment of dividends or distributions of any assets of any kind whatsoever to shareholders or purchased or redeemedissue, sell, or agreed to purchase or redeemdeliver, any of its capital stock; (iii) waived any rights of value which in the aggregate are extraordinary or material considering the business of the Parent; (iv) made any material change in its method of management, operation, or accounting; (v) entered into any other material transactions; (vi) made any accrual or arrangement for or payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (vii) increased the rate of compensation payable or to become payable by it to any of its officers or directors or any of its employees; or (viii) made any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirementbonds, or other employee benefit plan, paymentsecurities of the Company or any Subsidiary (whether authorized and unissued or held in treasury), or arrangement, made to, forgrant of, or with its officersagreement to grant, directors, or employees; (c) Except in the ordinary course of business or as otherwise as set forth on Schedule 5.8, the Parent has not (i) granted or agreed to grant any options, warrants, or other rights of the Company or any Subsidiary calling for the issue, sale, or delivery thereof; (c) Borrowing of, or agreement to borrow, any funds by the Company or any Subsidiary, except borrowings incurred or agreements made in the ordinary course of business or borrowings under the Company Credit Agreement, none of which, individually or in the aggregate, are material; (d) Other than in the ordinary course of business consistent with past practice and other than changes in compensation policies of the Company made in the first quarter of 1998, increase in the base salary or other base compensation payable or to become payable by the Company or any Subsidiary to any of its stocksor their officers, bondsdirectors, or employees, or the declaration, payment, commitment, or obligation of any kind for the payment of additional base salary or base compensation to any such person exceeding $15,000 individually or $150,000 in the aggregate for all such increases; (e) Other than in the ordinary course of business consistent with past practice, accrual or arrangement, whether direct or indirect, for, or payment of, bonuses or special compensation of any kind, or any severance or termination pay, to any present or former officer, director, or employee of the Company or any Subsidiary exceeding $15,000 individually or $150,000 in the aggregate for all such accruals; (f) Event, development or occurrence of any character that, as of the date hereof has had or could reasonably be expected to have a material adverse effect on the business, assets, properties, operations, or condition, financial or otherwise, of the Company and its Subsidiaries, taken as a whole (a "MATERIAL ADVERSE EFFECT") (it being agreed that for purposes of this Section 2.8(f) sales declines or operating losses in the fiscal quarter in which the date of this Agreement is included shall not be deemed to constitute a Material Adverse Effect); (g) Destruction of, damage to, or loss of, any material asset of the Company or any Subsidiary (whether or not covered by insurance); (h) Labor dispute or activity or proceeding by a labor union or threat thereof that could have a Material Adverse Effect; (i) Change in accounting methods or practices (including, without limitation, any change in depreciation or amortization methods, policies, or rate) by the Company or any Subsidiary; (j) Entry into or amendment, modification, or termination of any Commitment (as hereinafter defined) or material contract, lease, license, promissory note, commitment, indenture, mortgage, deed of trust, collective bargaining agreement, employee benefit plan, or any other material agreement, instrument, indebtedness, or obligation to which the Company or any Subsidiary is a party, or by which it or any of its assets or properties are bound, except those agreements, amendments, or terminations effected in the ordinary course of business consistent with past practices; (k) Waiver or release of any right or claim of the Company or any Subsidiary or cancellation of any debts or claims, except in the ordinary course of business consistent with past practice; (l) Declaration or making of, or agreement to declare or make, any payment of dividends or distribution of any asset of any kind whatsoever in respect to the Company's capital stock, nor any purchase, redemption, or other corporate securities calling for the issuance thereof; (ii) borrowed acquisition or agreed agreement to borrow any funds or incurredpurchase, redeem, or become subject tootherwise acquire, any material obligation of such outstanding capital stock; (m) Citation received by the Company or liability any Subsidiary for any violations of any act, law, rule, regulation, or code of any governmental entity or agency which is reasonably likely to have a Material Adverse Effect on such entity; (absolute n) Sale, transfer, or contingentdisposal of any of the assets, properties, or rights (tangible or intangible) except liabilities of the Company or any Subsidiary other than in the ordinary course of business consistent with past practice; (o) Mortgage, pledge, or subjection to lien, charge, or other encumbrance, of any of the assets, properties, or rights (tangible or intangible) of the Company or any Subsidiary other than immaterial liens incurred in the ordinary course of business; business which do not impair the value or continued use of the asset, property or right to which they relate (iii"Permitted Liens"); (p) paid Agreement entered into granting any preferential rights to purchase any of the assets, properties, or agreed rights (tangible or intangible) of the Company or any Subsidiary (including management and control thereof), or requiring the consent of any party to pay the transfer and assignment of any material obligation such assets, properties, or liability rights (absolute including management and control thereof); (q) Capital expenditures exceeding $100,000 made or contingentcommitted to be made by the Company or any Subsidiary since the date of the Interim Balance Sheet; (r) other than current liabilities reflected in Re-valuation by the Company or shown on any Subsidiary of any of its or any of their assets; (s) Loan by the most recent Parent balance sheet and current liabilities incurred since that date in Company or any Subsidiary to any person or entity, guaranty by the Company or any Subsidiary of any loan, or incurrence by the Company or any Subsidiary of any indebtedness outside the ordinary course of business and professional and other fees and expenses incurred in connection consistent with past practice; or (t) Agreement by the preparation of this Agreement and the consummation Company or any Subsidiary to do any of the transactions contemplated hereby; (iv) sold or transferred, or agreed to sell or transfer, any of its assets, property, or rights (except assets, property, or rights not used or useful in its business which, things described in the aggregate have a value of less than $5,000preceding clauses (a) through (s), or canceled, or agreed to cancel, any debts or claims (except debts or claims which in the aggregate are of a value of less than $5,000); (v) made or permitted any amendment or termination of any contract, agreement, or license to which it is a party if such amendment or termination is material, considering the business of the Parent; or (vi) issued, delivered, or agreed to issue or deliver any stock, bonds, or other corporate securities including debentures (whether authorized and unissued or held as treasury stock), except in connection with this Agreement; and (d) To the best knowledge of the Parent, it has not become subject to any law or regulation which materially and adversely affects, or in the future may adversely affect, the business, operations, properties, assets, or condition of the Parent.

Absence of Certain Changes or Events. Except as set forth in this Agreement, the Parent ReportsYJF Schedules, or as otherwise disclosed to Galaxy Minerals, since June 30February 29, 20132004: (a) There there has not been been: (i) any material adverse change, financial or otherwise, change in the business, operations, properties, assets, assets or condition of the Parent YJF; or (ii) any damage, destruction or loss to YJF (whether or not covered by insurance) materially and adversely affecting the business, operations, properties, assets, assets or condition of the ParentYJF; (b) The Parent YJF has not not: (i) amended its Articles articles of Incorporation association or by-laws; (ii) declared or made, or agreed to declare or make make, any payment of dividends or distributions of any assets of any kind whatsoever to shareholders or purchased or redeemed, redeemed or agreed to purchase or redeem, redeem any of its capital stock; (iii) waived any rights of value which in the aggregate are extraordinary or material considering the business of the ParentYJF; (iv) made any material change in its method of management, operation, operation or accountingaccounting other than in its ordinary course of business; (v) entered into any other material transactionstransaction; (vi) made any accrual or arrangement for or payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (vii) increased the rate of compensation payable or to become payable by it to any of its officers or directors or any of its employeescompensation; or (viii) made any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, retirement or other employee benefit plan, payment, payment or arrangement, arrangement made to, for, or with its officers, directors, directors or employees;. (c) Except in the ordinary course of business or as otherwise as set forth on Schedule 5.8, the Parent YJF has not not: (i) granted or agreed to grant any options, warrants, warrants or other rights for its stocks, bonds, bonds or other corporate securities calling for the issuance thereof; (ii) borrowed or agreed to borrow any funds or incurred, incurred or become subject to, any material obligation or liability (absolute or contingentcontin gent) except liabilities incurred in the ordinary course of business; (iii) paid or agreed to pay any material obligation or liability (absolute or contingent) other than current liabilities reflected in or shown on the most recent Parent YJF balance sheet and current liabilities incurred since that date in the ordinary course of business and professional and other fees and expenses incurred in connection with the preparation of this Agreement and the consummation of the transactions contemplated herebybusiness; (iv) sold or transferred, or agreed to sell or transfer, any of its assets, property, properties or rights (except assets, property, properties or rights not used or useful in its business which, in the aggregate have a value of less than $5,000), or canceled, or agreed to cancel, any debts or claims (except debts or claims which in the aggregate are of a value of less than $5,00010,000); (v) made or permitted any amendment or termination of any contract, agreement, agreement or license to which it is a party if such amendment or termination is material, considering the business of the ParentYJF; or (vi) issued, delivered, delivered or agreed to issue or deliver any stock, bonds, bonds or other corporate securities securities, including debentures (whether authorized and unissued or held as treasury stock), except in connection with this Agreement; and (d) To to the best knowledge of the ParentYJF, it has not become subject to any law or regulation which materially and adversely affects, or in the future may adversely affect, the business, operations, properties, assets, assets or condition of the ParentYJF.

Absence of Certain Changes or Events. Except as set forth in Since the Parent Reports, since June 30, 2013date of the most recent EPS balance sheet: (a) There there has not been (i) any material adverse change, financial or otherwise, change in the business, operations, properties, assets, assets or condition of the Parent EPS or (ii) any damage, destruction or loss to EPS (whether or not covered by insurance) materially and adversely affecting the business, operations, properties, assets, assets or condition of the ParentEPS; (b) The Parent EPS has not (i) amended its Articles certificate of Incorporation incorporation or by-lawsbylaws except as required by this Agreement; (ii) declared or made, or agreed to declare or make any payment of dividends or distributions of any assets of any kind whatsoever to shareholders stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stock; (iii) waived any rights of value which in the aggregate are extraordinary outside of the ordinary course of business or material considering the business of the ParentEPS; (iv) made any material change in its method of management, operation, or accounting; (v) entered into any transactions or agreements other material transactionsthan in the ordinary course of business; (vi) made any accrual or arrangement for or payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (vii) increased the rate of compensation payable or to become payable by it to any of its officers or directors or any of its employeessalaried employees whose monthly compensation exceed $1,000; or (viii) made any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement, made to, for, for or with its officers, directors, or employees; (c) Except in the ordinary course of business or as otherwise as set forth on Schedule 5.8, the Parent EPS has not (i) granted or agreed to grant any options, warrants, or other rights for its stocksstock, bonds, or other corporate securities calling for the issuance thereof; (ii) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) except liabilities incurred in the ordinary course of business; (iii) paid or agreed to pay any material obligation obligations or liability liabilities (absolute or contingent) other than current liabilities reflected in or shown on the most recent Parent EPS balance sheet and current liabilities incurred since that date in the ordinary course of business and professional and other fees and expenses incurred in connection with the preparation of this Agreement and the consummation of the transactions transaction contemplated hereby; (iv) sold or transferred, or agreed to sell or transfer, any of its assets, propertyproperties, or rights (except assets, propertyproperties, or rights not used or useful in its business which, in the aggregate have a value of less than $5,0001,000), or canceled, or agreed to cancel, any debts or claims (except debts or claims which in the aggregate are of a value of less than $5,0001,000); (v) made or permitted any amendment or termination of any contract, agreement, or license to which it is a party if such amendment or termination is material, considering the business of the ParentEPS; or (vi) issued, delivered, delivered or agreed to issue or deliver deliver, any stock, bonds, bonds or other corporate securities including debentures (whether authorized and unissued or held as treasury stock), except in connection with this Agreement; and (d) To the best knowledge of the Parentto its knowledge, it EPS has not become subject to any law or regulation which materially and adversely affects, or in the future future, may adversely affect, the business, operations, properties, assets, assets or condition of the ParentEPS.

Absence of Certain Changes or Events. Except as set forth in the Parent Reportsthis Agreement or Schedule 3.06, since June 30July 1, 20131999: (a) 1. There has not been (i) any material adverse change, financial or otherwise, change in the business, operations, properties, assets, or condition of the Parent CONNECTED or its predecessor; or (ii) any damage, destruction, or loss to CONNECTED (whether or not covered by insurance) materially and adversely affecting the business, operations, properties, assets, or condition of the ParentCONNECTED; (b) The Parent 2. CONNECTED has not (i) amended its Articles articles of Incorporation incorporation or by-laws; (ii) declared or made, or agreed to declare or make any payment of dividends or distributions of any assets of any kind whatsoever to shareholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stock; (iii) waived any rights of value which in the aggregate are extraordinary or material considering the business of the ParentCONNECTED; (iviii) made any material change in its method of management, operationoperations, or accounting; (viv) entered into any other material transactionstransaction; (viv) made any accrual or arrangement for or payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer shareholder or employee; (viivi) increased the rate of compensation payable or to become payable by it to any of its officers or directors Shareholders or any of its employeesemployees whose monthly compensation exceeds $2,000; or (viiivii) made any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement, arrangement made to, for, or with its officers, directorsShareholders, or employees; (c) Except in the ordinary course of business or as otherwise as set forth on Schedule 5.8, the Parent 3. CONNECTED has not (i) granted or agreed to grant any options, warrants, or other rights for its stocks, bonds, or other corporate securities calling for the issuance thereof; (ii) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) except liabilities incurred in the ordinary course of businessbusiness which includes expenses related to this Agreement and the Merger; (iiiii) paid or agreed to pay any material obligation or liability (absolute or contingent) other than current liabilities reflected in or shown on the most recent Parent balance sheet financial statement, and current liabilities incurred since that date in the ordinary course of business and professional and other fees and expenses incurred in connection with the preparation of this Agreement and the consummation of the transactions contemplated herebybusiness; (iviii) sold or transferred, or agreed to sell or transfer, any of its assets, propertyproperties, or rights (except assets, propertyproperties, or rights not used or useful in its business which, in the aggregate have a value of less than $5,0002,000), or canceled, or agreed to cancel, any debts or claims (except debts or claims which in the aggregate are of a value of less than $5,0002,000); (viv) made or permitted any amendment or termination of any contract, agreement, or license to which it is a party if such amendment or termination is material, considering the business of the Parent; or (vi) issued, delivered, or agreed to issue or deliver any stock, bonds, or other corporate securities including debentures (whether authorized and unissued or held as treasury stock), except in connection with this AgreementCONNECTED; and (d) 4. To the best knowledge of the ParentCONNECTED, it CONNECTED has not become subject to any law or regulation which materially and adversely affects, or in the future may could reasonably be expected to materially and adversely affect, the business, operations, properties, assets, or condition of the ParentCONNECTED.

Absence of Certain Changes or Events. Except as set forth in the Parent Reports, since June Since September 30, 2013:2017 (the “Cut-Off Date”): (a) There has not been (i) any material adverse change, financial or otherwise, change in the business, operations, properties, assets, assets or condition of the Parent Target, or (ii) any damage, destruction or loss suffered by Target (whether or not covered by insurance) ), materially and adversely affecting the business, operations, properties, assets, assets or condition of the Parent;Target. (b) The Parent Target has not (i) amended its Articles of Incorporation or by-laws; (ii) declared or made, or agreed to declare or make any payment of dividends or distributions of any assets of any kind whatsoever to shareholders stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stock; (iii) waived any rights of value which in the aggregate are extraordinary outside of the ordinary course of its business or material considering the business of the Parentits business; (iv) made any material change in its method of management, operation, or accounting; (v) entered into any transactions or agreements other material transactionsthan in the ordinary course of business; (vi) made any accrual or arrangement for or payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (vii) increased the rate of compensation payable or to become payable by it to any of its officers or directors or any of its employeessalaried employees whose monthly compensation exceed $1,000; or (viii) made any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement, made to, for, for or with its officers, directors, or employees;. (c) Except in the ordinary course of business or as otherwise as set forth on Schedule 5.8, the Parent Target has not (i) granted or agreed to grant any options, warrantswarrants or rights to purchase, or other rights for issued any of its stocks, bonds, or other corporate securities calling for the issuance thereofsecurities; (ii) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) ), except liabilities incurred in the ordinary course of business; (iii) paid or agreed to pay any material obligation obligations or liability liabilities (absolute or contingent) other than current liabilities reflected in or shown on the most recent Parent balance sheet Balance Sheet and current liabilities incurred since that date the Cut-Off Date in the ordinary course of business and professional and other fees and expenses incurred in connection with the preparation of this Agreement and the consummation of the transactions transaction contemplated hereby; (iv) sold or transferred, or agreed to sell or transfer, any of its assets, propertyproperties, or rights (except assets, propertyproperties, or rights not used or useful in its business which, in the aggregate have a value of less than $5,0001,000), or canceled, or agreed to cancel, any debts or claims (except debts or claims which in the aggregate are of a value of less than $5,0001,000); (v) made or permitted any amendment or termination of any contract, agreement, or license to which it is a party if such amendment or termination is material, considering the business of the Parentits business; or (vi) issued, delivered, delivered or agreed to issue or deliver deliver, any stock, bonds, bonds or other corporate securities including debentures (whether authorized and unissued or held as treasury stock), except in connection with this Agreement; and. (d) To the best knowledge of the Parent, it Target has not become subject to any law or regulation which materially and adversely affects, or in the future future, may adversely affect, the its business, operations, properties, assets, assets or condition of the Parentcondition.

Absence of Certain Changes or Events. Except as set forth in the Parent Reports, since Since June 30, 20132016 or such other date as provided for herein: (a) There has not been (i) any material adverse change, financial or otherwise, change in the business, operations, properties, assets, assets or condition of the Parent Axiom or (ii) any damage, destruction or loss to Axiom (whether or not covered by insurance) materially and adversely affecting the business, operations, properties, assets, assets or condition of the ParentAxiom; (b) The Parent Axiom has not (i) amended its Articles certificate of Incorporation incorporation or by-lawsbylaws except as required by this Agreement; (ii) declared or made, or agreed to declare or make any payment of dividends or distributions of any assets of any kind whatsoever to shareholders stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stock; (iii) waived any rights of value which in the aggregate are extraordinary outside of the ordinary course of business or material considering the business of the ParentAxiom; (iv) made any material change in its method of management, operation, or accounting; (v) entered into any transactions or agreements other material transactionsthan in the ordinary course of business; (vi) made any accrual or arrangement for or payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (vii) increased the rate of compensation payable or to become payable by it to any of its officers or directors or any of its employeessalaried employees whose monthly compensation exceed $1,000; or (viii) made any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement, made to, for, for or with its officers, directors, or employees; (c) Except in the ordinary course of business or as otherwise as set forth on Schedule 5.8, the Parent Axiom has not (i) granted or agreed to grant any options, warrants, or other rights for its stocksstock, bonds, or other corporate securities calling for the issuance thereof; (ii) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) except liabilities incurred in the ordinary course of business; (iii) paid or agreed to pay any material obligation obligations or liability liabilities (absolute or contingent) other than current liabilities reflected in or shown on the most recent Parent Axiom balance sheet and current liabilities incurred since that date in the ordinary course of business and professional and other fees and expenses incurred in connection with the preparation of this Agreement and the consummation of the transactions transaction contemplated hereby; (iv) sold or transferred, or agreed to sell or transfer, any of its assets, propertyproperties, or rights (except assets, propertyproperties, or rights not used or useful in its business which, in the aggregate have a value of less than $5,0001,000), or canceled, or agreed to cancel, any debts or claims (except debts or claims which in the aggregate are of a value of less than $5,0001,000); (v) made or permitted any amendment or termination of any contract, agreement, or license to which it is a party if such amendment or termination is material, considering the business of the ParentAxiom; or (vi) issued, delivered, delivered or agreed to issue or deliver deliver, any stock, bonds, bonds or other corporate securities including debentures (whether authorized and unissued or held as treasury stock), except in connection with this Agreement; and (d) To the best knowledge of the Parentto its knowledge, it Axiom has not become subject to any law or regulation which materially and adversely affects, or in the future future, may adversely affect, the business, operations, properties, assets, assets or condition of the ParentAxiom.

Absence of Certain Changes or Events. Except as set forth in the Parent Reports, since June Since September 30, 20132019: (a) There has not been (i) any material adverse change, financial or otherwise, change in the business, operations, properties, assets, assets or condition of the Parent Pubco or (ii) any damage, destruction or loss to Pubco (whether or not covered by insurance) materially and adversely affecting the business, operations, properties, assets, assets or condition of the Parent;Pubco). (b) The Parent Pubco has not (i) amended its Articles of Incorporation or by-lawsthe Pubco Charter Documents, except as may be required by this Agreement; (ii) declared or made, or agreed to declare or make any payment of dividends or distributions of any assets of any kind whatsoever to shareholders stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stock; (iii) waived any rights of value which in the aggregate are extraordinary outside of the ordinary course of business or material considering the business of the ParentPubco; (iv) made any material change in its method of management, operation, or accounting; (v) entered into any transactions or agreements other material transactionsthan in the ordinary course of business and as contemplated hereby; (vi) made any accrual or arrangement for or payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (vii) increased the rate of compensation payable or to become payable by it to any of its officers or directors or any of its employeessalaried employees whose monthly compensation exceed $1,000; or (viii) made any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement, made to, for, for or with its officers, directors, or employees;. (c) Except in the ordinary course of business or as otherwise as set forth on Schedule 5.8, the Parent Pubco has not (i) granted or agreed to grant any options, warrants, or other rights for its stocksstock, bonds, or other corporate securities calling for the issuance thereof; (ii) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) except liabilities incurred in the ordinary course of business; (iii) paid or agreed to pay any material obligation obligations or liability liabilities (absolute or contingent) other than current liabilities reflected in or shown on the most recent Parent Pubco balance sheet and current liabilities incurred since that date in the ordinary course of business and professional and other fees and expenses incurred in connection with the preparation of this Agreement and the consummation of the transactions transaction contemplated hereby; (iv) sold or transferred, or agreed to sell or transfer, any of its assets, propertyproperties, or rights (except assets, propertyproperties, or rights not used or useful in its business which, in the aggregate have a value of less than $5,0001,000), or canceled, or agreed to cancel, any debts or claims (except debts or claims which in the aggregate are of a value of less than $5,0001,000); (v) made or permitted any amendment or termination of any contract, agreement, or license to which it is a party if such amendment or termination is material, considering the business of the ParentCompany; or (vi) issued, delivered, delivered or agreed to issue or deliver deliver, any stock, bonds, bonds or other corporate securities including debentures (whether authorized and unissued or held as treasury stock), except in connection with this Agreement; and. (d) To the best knowledge of the Parent, it Pubco has not become subject to any law or regulation which materially and adversely affects, or in the future future, may adversely affect, the business, operations, properties, assets, assets or condition of the ParentCompany.

Absence of Certain Changes or Events. Except as set forth described herein or in the Parent ReportsRFB Schedules, since June 30December 31, 20132004: (a) There there has not been been: (i) any material adverse change, financial or otherwise, change in the business, operations, properties, assetsassets or condition, of RFB or condition of the Parent any damage, destruction or loss to RFB (whether or not covered by insurance) materially and adversely affecting the business, operations, properties, assets, assets or condition of the ParentRFB; (b) The Parent RFB has not not: (i) amended its Articles of Incorporation or by-lawsBylaws; (ii) declared or made, or agreed to declare or make make, any payment of dividends or distributions of any assets of any kind whatsoever to shareholders stockholders or purchased or redeemed, redeemed or agreed to purchase or redeem, redeem any of its capital stock; (iii) waived any rights of value which in the aggregate are extraordinary or material considering the business of the ParentRFB; (iv) made any material change in its method of management, operation, operation or accounting; (v) entered into any other material transactionstransaction; (vi) made any accrual or arrangement for or payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (vii) increased the rate of paid or agreed to pay any compensation payable or to become payable by it to any of its officers or directors or any of its employeesemployee; or (viii) made any increase in payment to any profit sharing, bonus, deferred compensation, insurance, pension, retirement, retirement or other employee benefit plan, payment, payment or arrangement, arrangement made to, for, or with its officers, directors, directors or employees; (c) Except in the ordinary course of business or as otherwise as set forth on Schedule 5.8, the Parent RFB has not not: (i) granted or agreed to grant any options, warrants, warrants or other rights for its stocks, bonds, bonds or other corporate securities calling for the issuance thereof; (ii) borrowed or agreed to borrow any funds or incurred, incurred or become subject to, any material obligation or liability (absolute or contingent) except liabilities incurred in the ordinary course of business; (iii) paid or agreed to pay any material obligation or liability (absolute or contingent) other than current liabilities reflected in or shown on the most recent Parent RFB balance sheet and current liabilities incurred since that date in the ordinary course of business and professional and other fees and expenses incurred in connection with the preparation of this Agreement and the consummation of the transactions contemplated herebybusiness; (iv) sold or transferred, or agreed to sell or transfer, any of its assets, property, properties or rights (except assets, property, or rights not used or useful in its business which, in the aggregate have a value of less than $5,000), or canceled, or agreed to cancel, any debts or claims (except debts or claims which in the aggregate are of a value of less than $5,000)rights; (v) made or permitted any amendment or termination of any contract, agreement, agreement or license to which it is a party if such amendment or termination is material, considering the business of the ParentRFB; or (vi) issued, delivered, delivered or agreed to issue or deliver any stock, bonds, or other corporate securities including debentures (whether authorized and unissued or held as treasury stock), except in connection with this Agreement; and (d) To to the best knowledge of the ParentRFB, it has not become subject to any law or regulation which materially and adversely affects, or in the future may adversely affect, the business, operations, properties, assets, assets or condition of the ParentRFB.

Absence of Certain Changes or Events. Except Since March 31, 2007, except (1) as set forth reported in the Parent ReportsQuarterly Report filed by ILKZ with the Securities and Exchange Commission (“SEC”) on Form 10-QSB for the period ending on that date, since June 30and (2) as reported in the Current Report on Form 8-K filed on April 4, 20132007 reporting the reincorporation merger of Medical Technology & Innovations, Inc. (a Florida corporation) into Itlinkz Group, Inc. (a Delaware corporation) and the changes in capitalization that were effected pursuant to that merger as reported in the referenced Current Report, and (3) except as contemplated by this Agreement: (a) There there has not been (i) any material adverse change, financial or otherwise, Material Adverse Change in the business, operations, properties, assets, or condition of the Parent (whether or not covered by insurance) materially and adversely affecting the business, operations, properties, assets, or condition of the ParentILKZ; (b) The Parent ILKZ has not (i) amended its Articles of Incorporation or by-lawsIncorporation; (ii) declared or made, or agreed to declare or make make, any payment of dividends or distributions of any assets of any kind whatsoever to shareholders stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its outstanding capital stock; (iii) waived any rights of value which in the aggregate are extraordinary or material considering the business of the Parent; (iv) made any material change in its method of management, operation, or accounting; (viv) entered into any other material transactionstransaction; or (viv) made any accrual or arrangement for or payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (vii) increased the rate of compensation payable or to become payable by it to any of its officers or directors or any of its employees; or (viii) made any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement, made to, for, or with its officers, directors, or employees; (c) Except in the ordinary course of business or as otherwise as set forth on Schedule 5.8, the Parent ILKZ has not (i) granted or agreed to grant any options, warrants, or other rights for its stocks, bonds, or other corporate securities calling for the issuance thereof; (ii) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) except liabilities incurred in the ordinary course of business; (iiiii) paid or agreed to pay any material obligation or liability (absolute or contingent) other than current liabilities reflected in or shown on the most recent Parent ILKZ balance sheet sheet, and current liabilities incurred since that date in the ordinary course of business and professional and other fees and expenses incurred in connection with the preparation of this Agreement and the consummation of the transactions contemplated herebybusiness; (iviii) sold or transferred, or agreed to sell or transfer, any of its material assets, propertyproperties, or rights (except assets, property, or rights not used or useful in its business which, in the aggregate have a value of less than $5,000)rights, or canceled, or agreed to cancel, any material debts or claims claims; or (except debts or claims which in the aggregate are of a value of less than $5,000); (viv) made or permitted any material amendment or termination of any contract, agreement, or license to which it is a party if such amendment or termination is material, considering the business of the Parent; or (vi) issued, delivered, or agreed to issue or deliver any stock, bonds, or other corporate securities including debentures (whether authorized and unissued or held as treasury stock), except in connection with this Agreement; and (d) To the best knowledge of the Parent, it has not become subject to any law or regulation which materially and adversely affects, or in the future may adversely affect, the business, operations, properties, assets, or condition of the Parentparty.

Absence of Certain Changes or Events. Except Since the date of the Optimind Financial Statements and except for costs incurred and actions taken in connection with the Amalgamation or as set forth otherwise disclosed in the Parent Reportswriting to Loon, since June 30, 2013Optimind has not: (a) There has not been (i) incurred any obligation or liability, fixed or contingent, except normal trade or business obligations incurred in the ordinary course of the Business, none of which is materially adverse to Optimind; (ii) paid or satisfied any obligation or liability, fixed or contingent, except: (A) current liabilities included in the Optimind Financial Statements, (B) current liabilities incurred since the date of the Optimind Financial Statements in the ordinary course of the Business, (C) re-scheduled payments pursuant to obligations under loan agreements or other contracts or commitments described in the Optimind Financial Statements; and (D) as specifically contemplated by this Agreement; (iii) created any material adverse changeEncumbrance upon any of its properties or the Optimind Assets; (iv) sold, financial assigned, transferred, leased or otherwiseotherwise disposed of any of its material properties or the Optimind Assets; (v) purchased, leased or otherwise acquired any material properties or assets; (vi) waived, cancelled or written-off any material rights, claims, accounts receivable, or amounts payable to Optimind; (vii) entered into any transaction, contract, agreement or commitment, except in the business, operations, properties, assets, or condition ordinary course of the Parent Business or as contemplated by this Agreement or in connection with the Private Placement; (viii) made any material change with respect to any method of management, operation or accounting in respect of the Business; (ix) suffered any damage, destruction or loss (whether or not covered by insurance) which has materially and adversely affecting affected or could materially adversely affect the business, operations, properties, assets, Business or the condition of the ParentOptimind; (b) The Parent has not (i) amended its Articles of Incorporation or by-laws; (ii) declared or made, or agreed to declare or make any payment of dividends or distributions of any assets of any kind whatsoever to shareholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stock; (iii) waived any rights of value which in the aggregate are extraordinary or material considering the business of the Parent; (iv) made any material change in its method of management, operation, or accounting; (v) entered into any other material transactions; (vi) made any accrual or arrangement for or payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (viix) increased the rate any form of compensation or other benefits payable or to become payable by it to any of its officers or directors or any the employees of its employees; or (viii) Optimind, except increases made any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement, made to, for, or with its officers, directors, or employees; (c) Except in the ordinary course of business the Business; (xi) made a declaration of force majeure with respect to its Business; or (xii) authorized, agreed or as otherwise as set forth on Schedule 5.8, the Parent has not (i) granted or agreed become committed to grant do any options, warrants, or other rights for its stocks, bonds, or other corporate securities calling for the issuance thereof; (ii) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) except liabilities incurred in the ordinary course of business; (iii) paid or agreed to pay any material obligation or liability (absolute or contingent) other than current liabilities reflected in or shown on the most recent Parent balance sheet and current liabilities incurred since that date in the ordinary course of business and professional and other fees and expenses incurred in connection with the preparation of this Agreement and the consummation of the transactions contemplated hereby; (iv) sold or transferred, or agreed to sell or transfer, any of its assets, property, or rights (except assets, property, or rights not used or useful in its business which, in the aggregate have a value of less than $5,000), or canceled, or agreed to cancel, any debts or claims (except debts or claims which in the aggregate are of a value of less than $5,000); (v) made or permitted any amendment or termination of any contract, agreement, or license to which it is a party if such amendment or termination is material, considering the business of the Parent; or (vi) issued, delivered, or agreed to issue or deliver any stock, bonds, or other corporate securities including debentures (whether authorized and unissued or held as treasury stock), except in connection with this Agreement; and (d) To the best knowledge of the Parent, it has not become subject to any law or regulation which materially and adversely affects, or in the future may adversely affect, the business, operations, properties, assets, or condition of the Parentforegoing.

Absence of Certain Changes or Events. Except as set forth in on ------------------------------------ Schedule 3.10 and except for the Parent Reportstransactions contemplated by this Agreement or ------------ the Shareholder Distribution Agreement, since June April 30, 2013: (a) There 1998, there has not been (i) any material adverse changedeclaration, financial setting aside or otherwisepayment of any dividend or other distribution (whether in cash, in stock or property) with respect to the business, operations, properties, assets, or condition capital stock of the Parent (whether Company or not covered by insurance) materially and adversely affecting the business, operations, properties, assets, or condition membership interests of the Parent; (b) The Parent has not (i) amended its Articles Subsidiaries or any purchase by the Company or the Subsidiaries of Incorporation any shares of capital stock of the Company or by-lawsmembership interests of the Subsidiaries; (ii) declared or made, or agreed to declare or make any payment of dividends or distributions of any assets of any kind whatsoever to shareholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stock; (iii) waived any rights of value which increase in the aggregate are extraordinary or material considering compensation (including, without limitation, bonuses and compensatory options), except for distributions made to fund the business of Shareholders' individual income tax liability in accordance with the Parent; (iv) made any material change in its method of managementShareholder Distribution Agreement, operation, or accounting; (v) entered into any other material transactions; (vi) made any accrual or arrangement for or payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (vii) increased the rate of compensation payable or to become payable by it the Company or any Subsidiary to any of its officers shareholders, directors, or directors to any employees who received or were entitled to receive compensation during the fiscal year ended 1997 in excess of $125,000; (iii) any payment by the Company or any Subsidiary of, or agreement by the Company or any Subsidiary to pay, any pension, retirement allowance or other employee benefit to any of its past or present shareholders, directors, officers or employees, except as required by previously existing plans, agreements or arrangements and in accordance with past custom and practice; (iv) any establishment by the Company or (viii) made any increase in Subsidiary of any additional pension, profit sharing, bonus, incentive, deferred compensation, group insurance, pension, retirement, retirement or other employee benefit plan, paymentor of any employment or consulting agreement with or for the benefit of any Person; (v) any sale, assignment or arrangementtransfer of any of the property, made to, for, assets or with its officers, directors, business of the Company or employees; any Subsidiary (c) Except except inventory or equipment in the ordinary course of business business) or as otherwise as set forth on Schedule 5.8, cancellation of any of the Parent has not debts or claims of the Company or any Subsidiary (i) granted or agreed to grant any options, warrants, or other rights for its stocks, bonds, or other corporate securities calling for except in the issuance thereofordinary course of business); (iivi) any increase in the obligations (whether accrued, absolute, contingent, unliquidated or otherwise) owed by the Company or any Subsidiary, including without limitation, obligations for borrowed money (except arising in the ordinary course of business); (vii) any acceleration of or agreed change in the interest rate applicable to borrow the obligations of the Company or any funds Subsidiary for borrowed money, other than periodic automatic changes in the interest rate applicable to a variable rate obligation and changes in rate renegotiated at arm's length; (viii) any increase in the obligations of the Company or incurredany Subsidiary for equipment financing and obligations associated therewith (except adjustments arising in the ordinary course of business); (ix) any change or amendment to the Articles of Incorporation, Operating Agreement or become subject to, Bylaws (or similar governing documents) of the Company or any Subsidiary; (x) any discharge or satisfaction of any lien or payment of any material obligation or liability (absolute fixed or contingent) by the Company or any Subsidiary (except liabilities incurred for regular and customary payments (i.e., normal amortization) under the ▇▇▇▇ Notes or the Company's line of credit, equipment financing instruments or long term debt); (xi) any mortgaging, pledging or subjecting to any lien of any assets or properties of the Company or any Subsidiary other than in the ordinary course of business; (iiixii) paid any new investment of a capital nature by the Company or agreed to pay any material obligation or liability (absolute or contingent) Subsidiary in any Person other than current liabilities reflected the Company or such Subsidiary, either by purchase of stock or securities, contribution to capital, property transfer, purchase of property or assets or otherwise; (xiii) any waiver or release of any rights by the Company or any Subsidiary; (xiv) any new loan to, or any new transaction of any other nature with, any shareholder, director, officer or employee of the Company or any Subsidiary in excess of $25,000.00 in the aggregate; (xv) any casualty loss or shown on damage (whether or not such loss or damage is covered by insurance) in excess of $50,000; (xvi) any Material Adverse Change in the most recent Parent balance sheet and current liabilities incurred since business, operations or condition (financial or other) of the Company or any Subsidiary; (xvii) entering into any written or oral contracts that date extend beyond the first anniversary hereof or have obligations thereunder in excess of $100,000 annually; (xviii) a breach of any covenant under the Company's and/or any Subsidiary's financial obligations or instruments (e.g., line of credit, bank facility, etc.); (xix) any transaction, other than the transaction described in this Agreement, whether or not covered by the foregoing not in the ordinary course of business and professional and other fees and expenses incurred with an aggregate liability in connection with excess of $25,000; or (xx) any commitment by the preparation of this Agreement and the consummation Company or any Subsidiary to do any of the transactions contemplated hereby; things specified in clauses (ivi) sold or transferredthrough (xix) above, or agreed to sell or transferinclusive, any of its assets, property, or rights (except assets, property, or rights not used or useful in its business which, in the aggregate have a value of less than $5,000), or canceled, or agreed to cancel, any debts or claims (except debts or claims which in the aggregate are of a value of less than exceeds $5,000); (v) made or permitted any amendment or termination of any contract, agreement, or license to which it is a party if such amendment or termination is material, considering the business of the Parent; or (vi) issued, delivered, or agreed to issue or deliver any stock, bonds, or other corporate securities including debentures (whether authorized and unissued or held as treasury stock), except in connection with this Agreement; and (d) To the best knowledge of the Parent, it has not become subject to any law or regulation which materially and adversely affects, or in the future may adversely affect, the business, operations, properties, assets, or condition of the Parent25,000.

Absence of Certain Changes or Events. Except for transactions specifically contemplated in this Agreement or as set forth in on Section 3.7 of the Parent ReportsCompany Disclosure Schedule, since June 30the date of the Company Balance Sheet, 2013neither the Company nor any of its officers or directors in their representative capacities on behalf of the Company have: (a) There has not been (i) taken any material adverse changeaction or entered into or agreed to enter into any transaction, financial agreement or otherwise, commitment other than in the ordinary course of business, operations, properties, assets, or condition of the Parent (whether or not covered by insurance) materially and adversely affecting the business, operations, properties, assets, or condition of the Parent; (b) The Parent has not forgiven or canceled any Debt or waived any claims or rights of material value (i) amended its Articles of Incorporation or by-laws; (ii) declared or madeincluding, or agreed to declare or make any payment of dividends or distributions of any assets of any kind whatsoever to shareholders or purchased or redeemed, or agreed to purchase or redeemwithout limitation, any Debt owing by any Shareholder, officer, director, employee or affiliate of its capital stock; the Company); (iiic) waived any rights of value which granted, other than in the aggregate are extraordinary or material considering ordinary course of business and consistent with past practice, any increase in the business of the Parent; (iv) made any material change in its method of management, operation, or accounting; (v) entered into any other material transactions; (vi) made any accrual or arrangement for or payment of bonuses or special compensation of directors, officers, employees or consultants (including any kind such increase pursuant to any employment or consulting agreement or bonus, pension, profit-sharing, lease payment or other plan or commitment) or any severance or termination pay to any present or former officer or employee; (vii) increased increase in the rate of compensation payable or to become payable by it to any of its officers director, officer, employee or directors or any of its employees; or (viii) made any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement, made to, for, or with its officers, directors, or employeesconsultant; (cd) Except in the ordinary course of business or as otherwise as set forth on Schedule 5.8, the Parent has not (i) granted or agreed to grant suffered any options, warrantschange having, or other rights for its stocksreasonably likely to have, bonds, or other corporate securities calling for the issuance thereof; a Company Material Adverse Effect; (iie) borrowed or agreed to borrow any funds or incurredfunds, incurred or become subject to, whether directly or by way of assumption or guarantee or otherwise, any material obligation Debt, obligations or liability liabilities (absolute absolute, accrued, contingent or contingentotherwise) individually in excess of $10,000 or in excess of $25,000 in the aggregate, except liabilities and obligations (i) that are incurred in the ordinary course of business; (iii) paid or agreed to pay any material obligation or liability (absolute or contingent) other than current liabilities reflected in or shown on the most recent Parent balance sheet and current liabilities incurred since that date in the ordinary course of business and professional consistent with past practice or (ii) that would not be required to be reflected or reserved against in a balance sheet prepared in accordance with GAAP, or increased, or experienced any change in any assumptions underlying or methods of calculating, any bad Debt, contingency or other reserves; (f) paid, discharged or satisfied any material claims, liabilities or obligations (absolute, accrued, contingent or otherwise) other than the payment, discharge or satisfaction in the ordinary course of business and other fees consistent with past practice of claims, liabilities and expenses obligations reflected or reserved against in the Company Balance Sheet or incurred in connection the ordinary course of business and consistent with past practice since the preparation of this Agreement and the consummation date of the transactions contemplated hereby; Company Balance Sheet; (ivg) sold permitted or transferred, or agreed to sell or transfer, allowed any of its assetsproperty or assets (real, propertypersonal or mixed, tangible or rights (except assetsintangible) to be subjected to any Encumbrance, property, restriction or rights not used or useful charge which remains in its business which, in existence on the aggregate have a value of less than $5,000), or canceled, or agreed to cancel, any debts or claims (except debts or claims which in the aggregate are of a value of less than $5,000); (v) made or permitted any amendment or termination of any contract, agreement, or license to which it is a party if such amendment or termination is material, considering the business of the Parent; or (vi) issued, delivered, or agreed to issue or deliver any stock, bonds, or other corporate securities including debentures (whether authorized and unissued or held as treasury stock)date hereof, except in connection the ordinary course of business and consistent with this Agreement; andpast practice; (dh) To the best knowledge purchased or sold, transferred or otherwise disposed of the Parentany of its material properties or assets (real, it has not become subject to any law personal or regulation which materially and adversely affectsmixed, tangible or intangible) other than as contemplated by this Agreement or in the future may adversely affectordinary course of business; (i) disposed of or permitted to lapse any rights to the use of any trademark, the businesstrade name, operations, properties, assetspatent or copyright, or condition disposed of or disclosed to any Person without obtaining an appropriate confidentiality agreement from any such Person any trade secret, formula, process or know-how not theretofore a matter of public knowledge, except for such dispositions, lapses and disclosures which would not, both individually and in the aggregate, have a Company Material Adverse Effect; (j) made any single capital expenditure or commitment in excess of $10,000 for additions to property, plant, equipment or intangible capital assets or made aggregate capital expenditures in excess of $25,000 for additions to property, plant, equipment or intangible capital assets; (k) made any change in accounting methods or practices or internal control procedure; (l) issued any capital stock or other securities, or declared, paid or set aside for payment any dividend or other distribution in respect of its capital stock, or redeemed, purchased or otherwise acquired, directly or indirectly, any shares of capital stock or other securities of the ParentCompany, or otherwise permitted the withdrawal by any of the holders of Company Capital Stock of any cash or other assets (real, personal or mixed, tangible or intangible), in compensation, Debt or otherwise, other than payments of compensation in the ordinary course of business and consistent with past practice; (m) paid, loaned or advanced any amount to, or sold, transferred or leased any properties or assets (real, personal or mixed, tangible or intangible) to any of the Company's Shareholders, officers, directors, employees or consultants or any affiliate of any of the Company's Shareholders, officers, directors, employees or consultants, except compensation and expense allowances (for travel and other business-related expenses) in the ordinary course of business paid to officers, directors, employees or consultants of the Company; or (n) agreed, whether in writing or otherwise, to take any action described in this Section 3.7.

Absence of Certain Changes or Events. Except as set forth in this Agreement or the Parent ReportsREF Schedules, since June 30December 31, 2013:2000 (a) There there has not been (i) any material adverse change, financial or otherwise, change in the business, operations, properties, assets, or condition of the Parent REF; or (ii) any damage, destruction, or loss to REF (whether or not covered by insurance) materially and adversely affecting the business, operations, properties, assets, or condition of the ParentREF; (b) The Parent REF has not (i) amended its Articles certificate of Incorporation incorporation or by-lawsbylaws; (ii) declared or made, or agreed to declare or make make, any payment of dividends or distributions of any assets of any kind whatsoever to shareholders stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stock; (iii) waived any rights of value which in the aggregate are extraordinary or material considering the business of the ParentREF; (iv) made any material change in its method of management, operation, or accounting; (v) entered into any other material transactionstransaction; (vi) made any accrual or arrangement for or payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (vii) increased the rate of compensation payable or to become payable by it to any of its officers or directors or any of its employeesemployees whose monthly compensation exceeds $1,000; or (viii) made any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement, arrangement made to, for, or with its officers, directors, or employees; (c) Except in the ordinary course of business or as otherwise as set forth on Schedule 5.8, the Parent REF has not (i) granted or agreed to grant any options, warrants, or other rights for its stocks, bonds, or other corporate securities calling for the issuance thereof; (ii) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) except liabilities incurred in the ordinary course of business; (iiiii) paid or agreed to pay any material obligation or liability (absolute or contingent) other than current liabilities reflected in or shown on the most recent Parent REF balance sheet sheet, and current liabilities incurred since that date in the ordinary course of business and professional and other fees and expenses incurred in connection with the preparation of this Agreement and the consummation of the transactions contemplated herebybusiness; (iviii) sold or transferred, or agreed to sell or transfer, any of its assets, propertyproperties, or rights (except assets, propertyproperties, or rights not used or useful in its business which, in the aggregate have a value of less than $5,0001,000), or canceledcancelled, or agreed to cancel, any debts or claims (except debts or claims which in the aggregate are of a value of less than $5,0001,000); (viv) made or permitted any amendment or termination of any contract, agreement, or license to which it is a party if such amendment or termination is material, considering the business of the ParentREF; or (viv) issued, delivered, or agreed to issue or deliver any stock, bonds, bonds or other corporate securities including debentures (whether authorized and unissued or held as treasury stock), except in connection with this Agreement; and (d) To to the best knowledge of the ParentManagement, it REF has not become subject to any law or regulation which materially and adversely affects, or in the future may adversely affect, the business, operations, properties, assets, or condition of the ParentREF.

Absence of Certain Changes or Events. Except as set forth in Since the Parent Reports, since June 30, 2013date of the most recent TABATHA V balance sheet: (a) There there has not been (i) any material adverse change, financial or otherwise, change in the businessbusin▇▇▇, operations▇▇▇▇▇tions, properties, assets, assets or condition of the Parent TABATHA V or (ii) any damage, destruction or loss ▇▇ ▇▇▇ATHA V (whether or not covered by insurance) materially and adversely affecting the business, operations, properties, assets, assets or condition of the Parento▇ ▇▇▇▇▇HA V; (b) The Parent TABATHA V has not (i) amended its Articles ▇▇▇▇▇▇▇cate of Incorporation incorporation or by-lawsbylaws; (ii) declared or made, or agreed to declare or make any payment of dividends or distributions of any assets of ass▇▇▇ ▇▇ any kind whatsoever ki▇▇ ▇▇▇▇soever to shareholders stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stock; (iii) waived any rights of value which in the aggregate are extraordinary outside of the ordinary course of business or material considering the business of the ParentTABATHA V; (iv) made any material change in its method of management, operation, or accounting; (v) entered into any transactions or agreements other material transactionsthan in the ordinary course of business; (vi) made any ▇▇▇▇ ▇ny accrual or arrangement for or payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (vii) increased the rate of compensation payable or to become payable by it to any of its officers or directors or any of its employeessalaried employees whose monthly compensation exceed $I,000; or (viii) made any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement, made to, for, for or with its officers, directors, or employees; (c) Except in the ordinary course of business or as otherwise as set forth on Schedule 5.8, the Parent TABATHA V has not (i) granted or agreed to grant any options, warrants, or other rights for its stocksstock, bonds, or other corporate securities calling for the issuance thereofthereof or with respect to out▇▇▇▇▇▇▇g common stock; (ii) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) except liabilities incurred in the ordinary course of business; (iii) paid or agreed to pay any material obligation obligations or liability liabilities (absolute or contingent) other than current liabilities reflected in or shown on the most recent Parent TABATHA V balance sheet and current liabilities incurred since that date in the ordinary course of business and professional and other fees and expenses incurred in connection with the preparation of this Agreement ▇▇▇▇▇▇ent and the consummation of the transactions transaction contemplated hereby; (iv) sold or transferred, or agreed to sell or transfer, any of its assets, propertyproperties, or rights (except assets, propertyproperties, or rights not used or useful in its business which, in the aggregate have a value of less than $5,000I000), or canceled, or agreed to cancel, any debts or claims (except debts or claims which in the aggregate are of a value of less than $5,000I000); (v) made or permitted any amendment or termination of any contract, agreement, or license to which it is a party if such amendment or termination is material, considering the business of the ParentTABATHA V; or (vi) issued, delivered, delivered or agreed to issue or deliver deliver, any stock, bonds, or other corporate securities including debentures (whether authorized and unissued or held as treasury stock), except ▇▇▇▇pt in connection with this Agreement; and (d) To to the best knowledge of the ParentTABATHA V, it has not become subject to any law or regulation which materially and adversely affects, or in the future future, may adversely affect, the business, operations, properties, assets, assets or condition of the Parent.condi▇▇▇▇ ▇▇ TABATHA V.

Absence of Certain Changes or Events. Except as disclosed in Summer Disclosure Schedule 4.06 and as set forth in the Parent Reports, this Agreement since June September 30, 20132011: (a) There has not been (i) any material adverse change, financial or otherwise, change in the business, operations, properties, level of inventory, assets, or condition of the Parent Summer or (whether ii) any damage, destruction, or not covered by insurance) loss to Summer materially and adversely affecting the business, operations, properties, assets, or condition conditions of the Parent;Summer. (b) The Parent Summer has not (i) amended its Articles articles of Incorporation organization or by-lawsoperating agreement; (ii) declared or made, or agreed to declare or make make, any payment of dividends or distributions of any assets of any kind whatsoever to shareholders its members or purchased or redeemed, or agreed to purchase or redeem, any of its capital stockunits of membership interest; (iii) waived any rights of value which in the aggregate are extraordinary or and material considering the business of the ParentSummer; (iv) made any material change in its method of management, operation, or accounting; (v) entered into any other material transactionstransactions other than those contemplated by this Agreement; (vi) made any material accrual or material arrangement for or payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; or (vii) increased the rate of compensation payable or to become payable by it to any of its officers or directors or any of its employees; or (viii) made any material increase in any profit profit-sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement, arrangement made to, for, or with its their officers, directors, or employees; (c) Except in the ordinary course of business or as otherwise as set forth on Schedule 5.8, the Parent Summer has not (i) granted or agreed to grant any options, warrants, or other rights for its stocksunits of membership interest, bonds, or other corporate securities calling for the issuance thereof; (ii) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) except liabilities incurred in the ordinary course of business; (iii) paid or agreed to pay any material obligation or liability (absolute or contingent) other than current liabilities reflected in or shown on the most recent Parent Summer balance sheet and current liabilities incurred since that date in the ordinary course of business and professional and other fees and expenses incurred in connection with the preparation of this Agreement and the consummation of the transactions contemplated herebybusiness; (iv) sold or transferred, or agreed to sell or transfer, any of its material assets, propertyproperties, or rights (except assets, property, or rights not used or useful in its business which, in the aggregate have a value of less than $5,000), or canceledrights, or agreed to cancel, any material debts or claims (except debts or claims which in the aggregate are of a value of less than $5,000)claims; (v) made or permitted any amendment or termination of any contract, agreement, or license to which it is a party if such amendment or termination is material, considering the business of the ParentSummer; or (vi) issued, delivered, or agreed to issue or deliver any stock, bonds, or other corporate company securities including debentures (whether authorized and unissued or held as treasury stockshares), except in connection with this Agreement; and (d) To the best knowledge of the ParentSummer, it has not become subject to any law or regulation which materially and adversely affects, or in the future may would be reasonably expected to adversely affect, the business, operations, properties, assets, or condition of the ParentSummer.

Absence of Certain Changes or Events. Except as set forth in this Agreement or the Parent ReportsRainbow Schedules, since June September 30, 20132001: (a) There there has not been (i) any material adverse change, financial or otherwise, change in the business, operations, properties, assets, or condition of the Parent Rainbow or (ii) any damage, destruction, or loss to Rainbow (whether or not covered by insurance) materially and adversely affecting the business, operations, properties, assets, or condition of the ParentRainbow; (b) The Parent Rainbow has not (i) amended its Articles memorandum or articles of Incorporation or by-lawsassociation; (ii) declared or made, or agreed to declare or make make, any payment of dividends or distributions of any assets of any kind whatsoever to shareholders stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stock; (iii) waived any rights of value which in the aggregate are extraordinary outside of the ordinary course of business or material considering the business of the ParentRainbow; (iv) made any material change in its method of management, operation, operation or accounting; (v) entered into any other material transactionstransaction other than sales in the ordinary course of its business; (vi) made any accrual or arrangement for or payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (vii) increased the rate of compensation payable or to become payable by it to any of its officers or directors or any of its employeessalaried employees whose monthly compensation exceeds $1,000; or (viii) made any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement, arrangement made to, for, or with its officers, directors, or employees; (c) Except in the ordinary course of business or as otherwise as set forth on Schedule 5.8, the Parent Rainbow has not (i) granted or agreed to grant any options, warrants, or other rights for its stocks, bonds, or other corporate securities calling for the issuance thereof; (ii) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) except as disclosed herein and except liabilities incurred in the ordinary course of business; (iiiii) paid or agreed to pay any material obligation obligations or liability (absolute or contingent) other than current liabilities reflected in or shown on the most recent Parent Rainbow balance sheet sheet, and current liabilities incurred since that date in the ordinary course of business and professional and other fees and expenses incurred in connection with the preparation of this Agreement and the consummation of the transactions contemplated hereby; (iviii) sold or transferred, or agreed to sell or transfer, any of its assets, propertyproperties, or rights (except assets, propertyproperties, or rights not used or useful in its business which, in the aggregate have a value of less than $5,0001,000), or canceled, or agreed to cancel, any debts or claims (except debts or claims which in the aggregate are of a value of less than $5,0001,000); (viv) made or permitted any amendment or termination of any contract, agreement, or license to which it is a party if such amendment or termination is material, considering the business of the ParentRainbow; or (viv) issued, delivered, or agreed to issue or deliver any stock, bonds, bonds or other corporate securities including debentures (whether authorized and unissued or held as treasury stock), except in connection with this Agreement; and (d) To to the best knowledge of the ParentRainbow, it Rainbow has not become subject to any law or regulation which materially and adversely affects, or in the future may adversely affect, affect the business, operations, properties, assets, or condition of the ParentRainbow.

Absence of Certain Changes or Events. Except as set forth disclosed in the Parent ReportsPAIVIS Schedules, or otherwise disclosed in writing to A4, since June 30, 2013the date of the most recent PAIVIS balance sheet:; (a) There there has not been (i) any material adverse change, financial or otherwise, change in the business, operations, properties, assets, assets or condition of the Parent PAIVIS or (ii) any damage, destruction or loss to PAIVIS (whether or not covered by insurance) materially and adversely affecting the business, operations, properties, assets, assets or condition of the Parent;PAIVIS except as disclosed in PAIVIS Schedules; and (b) The Parent PAIVIS has not (i) amended its Articles certificate of Incorporation incorporation or by-lawsbylaws; (ii) declared or made, or agreed to declare or make any payment of dividends or distributions of any assets of any kind whatsoever to shareholders stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stock; (iii) waived any rights of value which in the aggregate are extraordinary outside of the ordinary course of business or material considering the business of the ParentPAIVIS; (iv) made any material change in its method of management, operation, or accounting; (v) entered into any transactions or agreements other material transactionsthan in the ordinary course of business; (vi) made any accrual or arrangement for or payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (vii) increased the rate of compensation payable or to become payable by it to any of its officers or directors or any of its employeessalaried employees whose monthly compensation exceed $1,000; or (viii) made any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement, made to, for, for or with its officers, directors, or employees;; except as disclosed in PAIVIS Schedules; and (c) Except in the ordinary course of business or as otherwise as set forth on Schedule 5.8, the Parent PAIVIS has not (i) granted or agreed to grant any options, warrants, or other rights for its stocksstock, bonds, or other corporate securities calling for the issuance thereof; (ii) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) except liabilities incurred in the ordinary course of business; (iii) paid or agreed to pay any material obligation obligations or liability liabilities (absolute or contingent) other than current liabilities reflected in or shown on the most recent Parent PAIVIS balance sheet and current liabilities incurred since that date in the ordinary course of business and professional and other fees and expenses incurred in connection with the preparation of this Agreement and the consummation of the transactions transaction contemplated hereby; (iv) sold or transferred, or agreed to sell or transfer, any of its assets, propertyproperties, or rights (except assets, propertyproperties, or rights not used or useful in its business which, in the aggregate have a value of less than $5,0001000), or canceled, or agreed to cancel, any debts or claims (except debts or claims which in the aggregate are of a value of less than $5,0001000); (v) made or permitted any amendment or termination of any contract, agreement, or license to which it is a party if such amendment or termination is material, considering the business of the ParentPAIVIS; or (vi) issued, delivered, delivered or agreed to issue or deliver deliver, any stock, bonds, or other corporate securities including debentures (whether authorized and unissued or held as treasury stock), except in connection with this Agreement, except as disclosed in PAIVIS Schedules; and (d) To to the best knowledge of the ParentPAIVIS, it has not become subject to any law or regulation which materially and adversely affects, or in the future future, may adversely affect, the business, operations, properties, assets, assets or condition of the ParentPAIVIS except as disclosed in PAIVIS Schedules.

Absence of Certain Changes or Events. Except as set forth in the Parent Reports, since Since June 30, 2013:2018 (the “Cut-Off Date”): (a) There has not been (i) any material adverse change, financial or otherwise, change in the business, operations, properties, assets, assets or condition of the Parent Company, or (ii) any damage, destruction or loss suffered by the Company (whether or not covered by insurance) ), materially and adversely affecting the business, operations, properties, assets, assets or condition of the Parent;Company. (b) The Parent Company has not (i) amended its Articles of Incorporation or by-lawsthe Company Charter Documents; (ii) declared or made, or agreed to declare or make any payment of dividends or distributions of any assets of any kind whatsoever to shareholders stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stock; (iii) waived any rights of value which in the aggregate are extraordinary outside of the ordinary course of its business or material considering the business of the Parentits business; (iv) made any material change in its method of management, operation, or accounting; (v) entered into any transactions or agreements other material transactionsthan in the ordinary course of business; (vi) made any accrual or arrangement for or payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (vii) increased the rate of compensation payable or to become payable by it to any of its officers or directors or any of its employeessalaried employees whose monthly compensation exceeds $1,000; or (viii) made any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement, made to, for, for or with its officers, directors, or employees;. (c) Except in the ordinary course of business or as otherwise as set forth on Schedule 5.8, the Parent The Company has not (i) granted or agreed to grant any options, warrantswarrants or rights to purchase, or other rights for issued any of its stocks, bonds, or other corporate securities calling for the issuance thereofsecurities; (ii) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) ), except liabilities incurred in the ordinary course of business; (iii) paid or agreed to pay any material obligation obligations or liability liabilities (absolute or contingent) other than current liabilities reflected in or shown on the most recent Parent balance sheet Company Balance Sheets and current liabilities incurred since that date the Cut-Off Date in the ordinary course of business and professional and other fees and expenses incurred in connection with the preparation of this Agreement and the consummation of the transactions transaction contemplated hereby; (iv) sold or transferred, or agreed to sell or transfer, any of its assets, propertyproperties, or rights (except assets, propertyproperties, or rights not used or useful in its business which, in the aggregate have a value of less than $5,0001,000), or canceled, or agreed to cancel, any debts or claims (except debts or claims which in the aggregate are of a value of less than $5,0001,000); (v) made or permitted any amendment or termination of any contract, agreement, or license to which it is a party if such amendment or termination is material, considering the business of the Parentits business; or (vi) issued, delivered, delivered or agreed to issue or deliver deliver, any stock, bonds, bonds or other corporate securities including debentures (whether authorized and unissued or held as treasury stock), except in connection with this Agreement; and. (d) To the best knowledge of the Parent, it The Company has not become subject to any law or regulation which materially and adversely affects, or in the future future, may adversely affect, the its business, operations, properties, assets, assets or condition of the Parentcondition.

Absence of Certain Changes or Events. Except as set forth in Since December 31, 2017 (the Parent Reports, since June 30, 2013:“Cut-Off Date”): (a) There has not been (i) any material adverse change, financial or otherwise, change in the business, operations, properties, assets, assets or condition of the Parent Company, or (ii) any damage, destruction or loss suffered by the Company (whether or not covered by insurance) ), materially and adversely affecting the business, operations, properties, assets, assets or condition of the Parent;Company. (b) The Parent Company has not (i) amended its Articles of Incorporation or by-lawsthe Company Charter Documents; (ii) declared or made, or agreed to declare or make any payment of dividends or distributions of any assets of any kind whatsoever to shareholders stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stock; (iii) waived any rights of value which in the aggregate are extraordinary outside of the ordinary course of its business or material considering the business of the Parentits business; (iv) made any material change in its method of management, operation, or accounting; (v) entered into any transactions or agreements other material transactionsthan in the ordinary course of business; (vi) made any accrual or arrangement for or payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (vii) increased the rate of compensation payable or to become payable by it to any of its officers or directors or any of its employeessalaried employees whose monthly compensation exceeds $1,000; or (viii) made any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement, made to, for, for or with its officers, directors, or employees;. (c) Except in the ordinary course of business or as otherwise as set forth on Schedule 5.8, the Parent The Company has not (i) granted or agreed to grant any options, warrantswarrants or rights to purchase, or other rights for issued any of its stocks, bonds, or other corporate securities calling for the issuance thereofsecurities; (ii) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) ), except liabilities incurred in the ordinary course of business; (iii) paid or agreed to pay any material obligation obligations or liability liabilities (absolute or contingent) other than current liabilities reflected in or shown on the most recent Parent balance sheet Company Balance Sheets and current liabilities incurred since that date the Cut-Off Date in the ordinary course of business and professional and other fees and expenses incurred in connection with the preparation of this Agreement and the consummation of the transactions transaction contemplated hereby; (iv) sold or transferred, or agreed to sell or transfer, any of its assets, propertyproperties, or rights (except assets, propertyproperties, or rights not used or useful in its business which, in the aggregate have a value of less than $5,0001,000), or canceled, or agreed to cancel, any debts or claims (except debts or claims which in the aggregate are of a value of less than $5,0001,000); (v) made or permitted any amendment or termination of any contract, agreement, or license to which it is a party if such amendment or termination is material, considering the business of the Parentits business; or (vi) issued, delivered, delivered or agreed to issue or deliver deliver, any stock, bonds, bonds or other corporate securities including debentures (whether authorized and unissued or held as treasury stock), except in connection with this Agreement; and. (d) To the best knowledge of the Parent, it The Company has not become subject to any law or regulation which materially and adversely affects, or in the future future, may adversely affect, the its business, operations, properties, assets, assets or condition of the Parentcondition.

Absence of Certain Changes or Events. Except Since June 30, 2018 and except as disclosed in the SEC Reports or as set forth in Section 3.06 of the Parent Reports, since June 30, 2013OHGI Disclosure Schedules hereto: (a) There there has not been (i) any material adverse change, financial or otherwise, change in the business, operations, properties, assets, assets or condition of the Parent OHGI or (ii) any damage, destruction or loss to OHGI (whether or not covered by insurance) materially and adversely affecting the business, operations, properties, assets, assets or condition of the ParentOHGI; (b) The Parent OHGI has not (i) amended its Articles certificate of Incorporation incorporation or by-laws, except as required by this Agreement; (ii) declared or made, or agreed to declare or make any payment of dividends or distributions of any assets of any kind whatsoever to shareholders stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stock; (iii) waived any rights of value value, which in the aggregate are extraordinary outside of the ordinary course of business or material considering the business of the ParentOHGI; or (iv) made any material change in its method of management, operation, or accounting; (v) entered into any other material transactions; (vi) made any accrual or arrangement for or payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (vii) increased the rate of compensation payable or to become payable by it to any of its officers or directors or any of its employees; or (viii) made any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement, made to, for, or with its officers, directors, or employees; (c) Except in the ordinary course of business or as otherwise as set forth on Schedule 5.8, the Parent OHGI has not except as has or will be disclosed in SEC Reports: (i) granted or agreed to grant any options, warrants, or other rights for its stocksstock, bonds, or other corporate securities calling for the issuance thereof; (ii) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) except liabilities incurred in the ordinary course of business; (iii) paid or agreed to pay any material obligation obligations or liability liabilities (absolute or contingent) other than current liabilities reflected in or shown on the most recent Parent OHGI balance sheet and current liabilities incurred since that date in the ordinary course of business and professional and other fees and expenses incurred in connection with the preparation of this Agreement and the consummation of the transactions transaction contemplated hereby; (iv) sold or transferred, or agreed to sell or transfer, any of its assets, propertyproperties, or rights (except assets, propertyproperties, or rights not used or useful in its business which, in the aggregate have a value of less than $5,0001,000), or canceled, or agreed to cancel, any debts or claims (except debts or claims which in the aggregate are of a value of less than $5,0001,000); (v) made or permitted any amendment or termination of any contract, agreement, or license to which it is a party if such amendment or termination is material, considering the business of the ParentOHGI; or (vi) issued, delivered, delivered or agreed to issue or deliver deliver, any stock, bonds, bonds or other corporate securities including debentures (whether authorized and unissued or held as treasury stock), except in connection with this Agreement; and (d) To the best knowledge of the Parent, it OHGI has not become subject to any law or regulation which that materially and adversely affects, or in the future future, may adversely affect, the business, operations, properties, assets, assets or condition of the ParentOHGI.

Absence of Certain Changes or Events. Except as set forth Since the date of the most recent Company balance sheet included in the Parent Company SEC Reports, since June 30, 2013: (a) There has not been been: (i) any material adverse change, financial or otherwise, change in the business, operations, properties, assets, assets or condition of the Parent Company or (ii) any damage, destruction or loss to the Company (whether or not covered by insurance) materially and adversely affecting the business, operations, properties, assets, assets or condition of the ParentCompany; (b) The Parent Company has not not: (i) amended its Articles certificate of Incorporation incorporation or by-lawsbylaws except as required by this Agreement; (ii) declared or made, or agreed to declare or make any payment of dividends or distributions of any assets of any kind whatsoever to shareholders stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stock; (iii) waived any rights of value which in the aggregate are extraordinary outside of the ordinary course of business or material considering the business of the ParentCompany; (iv) made any material change in its method of management, operation, or accounting; (v) entered into any other material transactionstransactions or agreements of any kind or nature; (vi) made any accrual or arrangement for or payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (vii) increased the rate of compensation payable or to become payable by it to any of its officers or directors or any of its employeessalaried employees whose monthly compensation exceed $5,000; or (viii) made any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement, made to, for, for or with its officers, directors, or employees; (c) Except in the ordinary course of business or as otherwise as set forth on Schedule 5.8, the Parent The Company has not not: (i) granted or agreed to grant any options, warrants, or other rights for its stocksstock, bonds, or other corporate securities calling for the issuance thereof; (ii) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) except liabilities incurred in the ordinary course of business); (iii) paid or agreed to pay any material obligation obligations or liability liabilities (absolute or contingent) other than current liabilities reflected in or shown on the most recent Parent Company balance sheet and current liabilities incurred since that date in the ordinary course of business and professional and other fees and expenses incurred in connection with the preparation of this Agreement and the consummation of the transactions transaction contemplated hereby; (iv) sold or transferred, or agreed to sell or transfer, any of its assets, propertyproperties, or rights (except assets, property, or rights not used or useful in its business which, in the aggregate have a value of less than $5,000)rights, or canceled, or agreed to cancel, any debts or claims (except debts or claims which in the aggregate are of a value of less than $5,000)claims; (v) made or permitted any amendment or termination of any contract, agreement, or license to which it is a party if such amendment or termination is material, considering the business of the ParentCompany; or (vi) issued, delivered, delivered or agreed to issue or deliver deliver, any stock, bonds, bonds or other corporate securities including debentures (whether authorized and unissued or held as treasury stock), except in connection with this Agreement; and (d) To its knowledge, the best knowledge of the Parent, it Company has not become subject to any law or regulation which materially and adversely affects, or in the future future, may adversely affect, the business, operations, properties, assets, assets or condition of the ParentGroup as described in the Memorandum.

Absence of Certain Changes or Events. Except (a) Since June 30, 2006, except as set forth on Schedule 4.8, Seller has conducted the Business in the Parent Reports, since June 30, 2013Ordinary Course of Business and there has not been any: (a) There has not been (i) Material Adverse Effect; (ii) in a single transaction or a series of related transactions, sale (including by sale-leaseback), lease, license, transfer or disposition of assets or Properties by Seller, other than sales of Inventory in the ordinary course of business and consistent with past practice; (iii) acquisition of or agreement to acquire by merging with, or by purchasing a substantial equity interest in or a substantial portion of the assets of, or by any material adverse changeother manner, financial any business or otherwiseany corporation, partnership, limited liability company, association or other business entity, in the businessa transaction or series of related transactions by Seller; (iv) change in accounting methods, operations, properties, principles or practices by Seller affecting any of its respective assets, Liabilities, results of operations or condition business; (v) revaluation by Seller of any of its Properties, including without limitation, any write-offs, increases or decreases in any reserves or any write-up or write-down of the Parent value of inventory, property, plant, equipment or any other Property or any change in any assumptions underlying, or facts relating to, or methods of calculating, any bad debt, contingency or other reserves; (vi) Indebtedness incurred, assumed or guaranteed by Seller or any commitment to incur Indebtedness entered into by Seller, or any loans made or agreed to be made by Seller, in an amount greater than $10,000 in the aggregate other than trade payables incurred in the Ordinary Course of Business; Table of Contents (vii) increase in the compensation or benefits of officers or employees (including any such increase pursuant to any bonus, pension, profit sharing or other plan or commitment) or any increase in the compensation or benefits payable or to become payable to any officer or employee, by Seller other than increases for non-officer employees in the ordinary course in an aggregate amount not to exceed 5% of the compensation expense for such non-officer employees for 2005; (viii) granting of any bonus, incentive compensation, severance, termination, change of control, service, award or other like benefit to any officer or employee by Seller; (ix) incurrence or imposition of a Lien on any of the assets or Properties of Seller other than as set forth on Schedule 2.1; (x) damage, destruction or loss (whether or not covered by insurance) materially and adversely affecting the business, operations, propertiesfinancial condition, assets, Liabilities, Properties, business, results of operation or, to the Knowledge of Seller, any customer relationships of Seller in amounts individually in excess of $25,000 or condition in excess of $100,000 in the aggregate; (xi) delay or failure to pay or perform any current Liability (including accounts payable) of Seller in the Ordinary Course of Business except for bona fide disputes that have been properly reserved for on the Financial Statements; (xii) acceleration, prepayment or performance of any Account Receivable or any Indebtedness or other obligation owed to Seller before it is due or otherwise owed; (xiii) material termination, amendment, modification or waiver of, or any breach, violation or default by any party under, any Contract; (xiv) forgiveness, waiver or agreement to extend repayment of any Indebtedness or other obligation owed by or to Seller which will not be disclosed on the Estimated Closing Date Balance Sheet; (xv) disposition or lapse of any rights to use any material Intellectual Property right of Seller; (xvi) contract, agreement or transaction with any Affiliate of Seller, any officer, director, stockholder or employee of Seller or the Family Member of any such person; (xvii) declaration, setting aside or payment of any dividend or other distribution or payment (whether in cash, property or equity interests) with respect to the capital stock of Seller or any , redemption, purchase or acquisition of any of the Parentsecurities of Seller; (xviii) material change in the federal, state or local Tax Liability of Seller; (xix) capital expenditures or commitments in an amount in excess of $25,000 in the aggregate for additions to any Property of Seller constituting capital assets; or (xx) contract or agreement entered into to take or agree to take any of the actions described in subsections (i) through (xix) above. (b) The Parent has not (i) amended its Articles To the Knowledge of Incorporation or by-laws; (ii) declared or made, or agreed to declare or make any payment of dividends or distributions of any assets of any kind whatsoever to shareholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stock; (iii) waived any rights of value which in the aggregate are extraordinary or material considering the business Seller and each of the Parent; (iv) made any material change in its method Shareholders, neither the conclusion of management, operation, or accounting; (v) entered into any other material transactions; (vi) made any accrual or arrangement for or payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (vii) increased Mr. Corinella’s employment agreement nor the rate of compensation payable or to become payable by it to any of its officers or directors or any of its employees; or (viii) made any increase Corinella Proceeding will in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement, made to, for, or with its officers, directors, or employees; (c) Except in way inhibit the ordinary course of business or as otherwise as set forth on Schedule 5.8, the Parent has not (i) granted or agreed to grant any options, warrants, or other rights for its stocks, bonds, or other corporate securities calling for the issuance thereof; (ii) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) except liabilities incurred in the ordinary course of business; (iii) paid or agreed to pay any material obligation or liability (absolute or contingent) other than current liabilities reflected in or shown on the most recent Parent balance sheet and current liabilities incurred since that date in the ordinary course of business and professional and other fees and expenses incurred in connection with the preparation of this Agreement and the consummation ability of the transactions contemplated hereby; (iv) sold or transferred, or agreed Business to sell or transfer, any of its assets, property, or rights (except assets, property, or rights not used or useful in its business which, in meet the aggregate have a value of less than $5,000), or canceled, or agreed to cancel, any debts or claims (except debts or claims which in the aggregate are of a value of less than $5,000); (v) made or permitted any amendment or termination of any contract, agreement, or license to which it is a party if such amendment or termination is material, considering the business Annual Target EBITDA for each of the Parent; or (vi) issued, delivered, or agreed to issue or deliver any stock, bonds, or other corporate securities including debentures (whether authorized and unissued or held as treasury stock), except in connection with this Agreement; and (d) To the best knowledge Periods. Table of the Parent, it has not become subject to any law or regulation which materially and adversely affects, or in the future may adversely affect, the business, operations, properties, assets, or condition of the Parent.Contents

Absence of Certain Changes or Events. Except as set forth disclosed in the Parent Reportsits filings or permitted in writing by CORP, since June 30, 2013the date of the most recent IACH filings: (a) There has not been (i) any material adverse change, financial or otherwise, change in the business, operations, properties, assets, assets or condition of the Parent IACH or (ii) any damage, destruction or loss to IACH (whether or not covered by insurance) materially and adversely affecting the business, operations, properties, assets, assets or condition of the ParentIACH; (b) The Parent IACH has not (i) amended its Articles certificate of Incorporation incorporation or by-lawsbylaws; (ii) declared or made, or agreed to declare or make any payment of dividends or distributions of any assets of any kind whatsoever to shareholders stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stock; (iii) waived any rights of value which in the aggregate are extraordinary outside of the ordinary course of business or material considering the business of the ParentIACH; (iv) made any material change in its method of management, operation, or accounting; (v) entered into any transactions or agreements other material transactionsthan in the ordinary course of business; (vi) made any accrual or arrangement for or payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (vii) increased the rate of compensation payable or to become payable by it to any of its officers or directors or any of its employeessalaried employees ; or (viii) made any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, payment or arrangement, made to, for, for or with its officers, directors, or employees; (c) Except in the ordinary course of business or as otherwise as set forth on Schedule 5.8, the Parent IACH has not (i) granted or agreed to grant any options, warrants, or other rights for its stocksstock, bonds, or other corporate securities calling for the issuance thereof; (ii) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) except liabilities incurred in the ordinary course of business; (iii) paid or agreed to pay any material obligation obligations or liability liabilities (absolute or contingent) other than current liabilities reflected in or shown on the most recent Parent IACH balance sheet and current liabilities incurred since that date in the ordinary course of business and professional and other fees and expenses incurred in connection with the preparation of this Agreement and the consummation of the transactions transaction contemplated hereby; (iv) sold or transferred, or agreed to sell or transfer, any of its assets, propertyproperties, or rights (except assets, propertyproperties, or rights not used or useful in its business which, in the aggregate have a value of less than $5,0001000), or canceled, or agreed to cancel, any debts or claims (except debts or claims which in the aggregate are of a value of less than $5,0001000); (v) made or permitted any amendment or termination of any contract, agreement, or license to which it is a party if such amendment or termination is material, considering the business of the Parent; or (vi) issued, delivered, or agreed to issue or deliver any stock, bonds, or other corporate securities including debentures (whether authorized and unissued or held as treasury stock), except in connection with this Agreement; andIACH.. (d) To the best knowledge of the ParentIACH, it has not become subject to any law or regulation which materially and adversely affects, or in the future future, may adversely affect, the business, operations, properties, assets, assets or condition of the ParentIACH.

Absence of Certain Changes or Events. Except as set forth in the Parent Reportsthis Agreement, since June 30, 2013the date of the most recent Seller balance sheet described in Section 2.04 and included in the information referred to in Section 2.05: (a) There has not been been: (i) any material adverse change, financial or otherwise, change in the business, operations, properties, level of inventory, assets, or condition of the Parent Seller; or (ii) any damage, destruction, or loss to Seller (whether or not covered by insurance) materially and adversely affecting the business, operations, properties, assets, or condition conditions of the ParentSeller; (b) The Parent Seller has not not: (i) amended its Articles of Incorporation or by-lawsBylaws; (ii) declared or made, or agreed to declare or make make, any payment of dividends or distributions of any assets of any kind whatsoever to shareholders stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stock; (iii) waived any rights of value which in the aggregate are extraordinary or material considering the business of the ParentSeller; (iv) made any material change in its method of management, operation, or accounting; (v) entered into any other material transactions; (vi) made any accrual or arrangement for or payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (vii) increased the rate of compensation payable or to become payable by it to any of its officers or directors or any of its employeesemployees whose monthly compensation exceeds $1,000; or (viii) made any increase in any profit profit-sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement, arrangement made to, for, or with its officers, directors, or employees; (c) Except in the ordinary course of business or as otherwise as set forth on Schedule 5.8, the Parent Seller has not not: (i) granted or agreed to grant any options, warrants, or other rights for its stocks, bonds, or other corporate securities calling for the issuance thereof, except for employee stock options which have been granted during September 2009; (ii) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) except liabilities incurred in the ordinary course of businessbusiness and loans from its officers for the purpose of paying its costs of operation; (iii) paid or agreed to pay any material obligation or liability (absolute or contingent) other than current liabilities reflected in or shown on the most recent Parent Seller balance sheet and current liabilities incurred since that date in the ordinary course of business and professional and other fees and expenses incurred in connection with the preparation of this Agreement and the consummation of the transactions contemplated herebybusiness; (iv) sold or transferred, or agreed to sell or transfer, any of its material assets, propertyproperties, or rights (except assets, propertyproperties, or rights not used or useful in its business which, in the aggregate have a value of less than $5,000), 5,000 or canceled, or agreed to cancel, any debts or claims (except debts or and claims which in the aggregate are of a value of less than $5,000); (v) made or permitted any amendment or termination of any contract, agreement, or license to which it is a party if such amendment or termination is material, considering the business of the ParentSeller; or (vi) issued, delivered, or agreed to issue or deliver any stock, bonds, or other corporate securities including debentures (whether authorized and unissued or held as treasury stock), ) except in connection with this Agreement; andthe share exchange agreement to be entered into with the Purchaser and its affiliates, and Seller and its affiliate. (d) To the best knowledge of the Parent, it Seller has not become subject to any law law, order, investigation, inquiry, grievance or regulation which materially and adversely affects, or in the future may would be reasonably expected to adversely affect, the business, operations, properties, assets, or condition of the ParentSeller.

Absence of Certain Changes or Events. Except as set forth in this Agreement, the Parent ReportsIHC Schedules, or as otherwise disclosed to Comstock, since June 30December 31, 20131996: (a) There there has not been n▇▇ ▇▇▇▇: (i) any material adverse change, financial or otherwise, change in the business, operations, properties, assets, assets or condition of the Parent IHC; or (ii) any damage, destruction or loss to IHC (whether or not covered by insurance) materially and adversely affecting the business, operations, properties, assets, assets or condition of the ParentIHC; (b) The Parent IHC has not not: (i) amended its Articles articles of Incorporation incorporation or by-lawsbylaws; (ii) declared or made, or agreed to declare or make make, any payment of dividends or distributions of any assets of any kind whatsoever to shareholders stockholders or purchased or redeemed, redeemed or agreed to purchase or redeem, redeem any of its capital stock; (iii) waived any rights of value which in the aggregate are extraordinary or material considering the business of the ParentIHC; (iv) made any material change in its method of management, operation, operation or accounting; (v) entered into any other material transactionstransaction; (vi) made any accrual or arrangement for or payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (vii) increased the rate of compensation payable or to become payable by it to any of its officers or directors or any of its employeesemployees whose monthly compensation exceeds $5,000; or (viii) made any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, retirement or other employee benefit plan, payment, payment or arrangement, arrangement made to, for, or with its officers, directors, directors or employees;. (c) Except in the ordinary course of business or as otherwise as set forth on Schedule 5.8, the Parent IHC has not not: (i) granted or agreed to grant any options, warrants, warrants or other rights for its stocks, bonds, bonds or other corporate securities calling for the issuance thereof; (ii) borrowed or agreed to borrow any funds or incurred, incurred or become subject to, any material obligation or liability (absolute or contingent) except liabilities incurred in the ordinary course of business; (iii) paid or agreed to pay any material obligation or liability (absolute or contingent) other than current liabilities reflected in or shown on the most recent Parent IHC balance sheet and current liabilities incurred since that date in the ordinary course of business and professional and other fees and expenses incurred in connection with the preparation of this Agreement and the consummation of the transactions contemplated herebybusiness; (iv) sold or transferred, or agreed to sell or transfer, any of its assets, property, properties or rights (except assets, property, properties or rights not used or useful in its business which, in the aggregate have a value of less than $5,000), or canceled, or agreed to cancel, any debts or claims (except debts or claims which in the aggregate are of a value of less than $5,00010,000); (v) made or permitted any amendment or termination of any contract, agreement, agreement or license to which it is a party if such amendment or termination is material, considering the business of the ParentIHC; or (vi) issued, delivered, delivered or agreed to issue or deliver any stock, bonds, bonds or other corporate securities securities, including debentures (whether authorized and unissued or held as treasury stock), except in connection with this Agreement; and (d) To to the best knowledge of the ParentIHC, it has not become subject to any law or regulation which materially and adversely affects, or in the future may adversely affect, the business, operations, properties, assets, assets or condition of the ParentIHC.

Absence of Certain Changes or Events. Except as set forth described herein or in the Parent ReportsTCI Schedules, since June 30December 31, 20131997, the date of the most recent balance sheet of TCI: (a) There has not been (i) any material adverse change, financial or otherwise, change in the business, operations, properties, assets, or condition of the Parent TCI; or (ii) any damage, destruction, or loss to TCI (whether or not covered by insurance) materially and adversely affecting the its business, operations, properties, assets, or condition of the Parent;financial condition. (b) The Parent TCI has not (i) amended its Articles articles of Incorporation incorporation, charter, or by-laws; bylaws: (ii) declared or made, or agreed to declare or make make, any payment of dividends or distributions of any assets of any kind whatsoever to shareholders stockholders, or purchased or redeemed, or agreed to purchase or redeem, any of its capital stock; (iii) waived any rights of value which in the aggregate are extraordinary or material considering the business of the Parentits business; (iv) made any material change in its method of management, operation, or accounting; (v) entered into any other material transactionstransaction; (vi) made any accrual or arrangement for or payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (vii) increased the rate of compensation payable or to become payable by it to any of its officers or directors or any of its employeesPerson; or (viiivii) made any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement, arrangement made to, for, or with its officers, directors, Affiliates, or employees;, except in the Ordinary Course of Business. (c) Except in the ordinary course of business or as otherwise as set forth on Schedule 5.8, the Parent TCI has not (i) granted or agreed to grant any options, warrants, or other rights for its stocks, bonds, or other corporate securities calling for the issuance thereof; (ii) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) ), except liabilities incurred in the ordinary course Ordinary Course of businessBusiness; (iii) paid or agreed to pay any material obligation or liability (absolute or contingent) other than current liabilities reflected in or shown on the most recent Parent December 31, 1997, balance sheet of TCI, and current liabilities incurred since that date in the ordinary course Ordinary Course of business and professional and other fees and expenses incurred in connection with the preparation of this Agreement and the consummation of the transactions contemplated herebyBusiness; (iv) except in the ordinary course of business, sold or transferred, or agreed to sell or transfer, any of its assets, propertyproperties, or rights (except assets, propertyproperties, or rights not used or useful in its business which, in the aggregate aggregate, have a value of less than $5,00010,000), or canceled, or agreed to cancel, any debts or claims in excess of reserves reflected on its balance sheet at December 31, 1997 (except debts or claims which which, in the aggregate aggregate, are of a value of less than $5,00010,000); or (v) made or permitted any amendment or termination of any contract, agreement, or license to which it is a party if such amendment or termination is material, considering the business of the Parent; or (vi) issued, delivered, or agreed to issue or deliver any stock, bonds, or other corporate securities including debentures (whether authorized and unissued or held as treasury stock), except in connection with this Agreement; andits business. (d) To the best knowledge Knowledge of the ParentTCI, it has not become subject to any law or regulation which materially and adversely affects, or in the future may adversely affect, affect its business as conducted on the business, operations, properties, assets, or condition of the Parentdate hereof.

Absence of Certain Changes or Events. Except as set forth in this agreement or the Parent ReportsAcquiror Schedules, since June September 30, 20131999: (ai) There has not been (i) any material adverse change, financial or otherwise, change in the business, operations, properties, assets, or financial condition of the Parent Acquiror (whether or not covered by insurance) materially and adversely affecting the business, operations, properties, assets, or condition conditions of the ParentAcquiror; (bii) The Parent Acquiror has not (ia) amended its Articles of Incorporation or by-lawsBylaws; (iib) declared or made, or agreed to declare or make make, any payment of dividends or distributions of any assets of any kind whatsoever to shareholders stockholders or purchased or redeemed, or agreed to purchase or redeem, redeem any of its capital stock; (iiic) waived any rights of or value which in the aggregate are extraordinary or material considering the business of the ParentAcquiror; (ivd) made any material change in its method of management, operation, or accounting; (ve) entered into any other material transactions; (vif) made any accrual or arrangement for or payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (viig) increased the rate of compensation payable or to become payable by it to any of its officers or directors or of any of its employees; or (viiih) established or made any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement, arrangement made to, for, or with its officers, directors, or employees; (ciii) Except in the ordinary course of business or as otherwise as set forth on Schedule 5.8, the Parent Acquiror has not (ia) granted or agreed to grant any options, warrants, or other rights for its stocks, bonds, or other corporate securities calling for the issuance thereof; (iib) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) except liabilities incurred in the ordinary course of business; (iiic) paid or agreed to pay any material obligation or liability (absolute or contingent) other than current liabilities reflected in or shown on the most recent Parent Acquiror balance sheet as of September 30, 1999, and current liabilities incurred since that date in the ordinary course of business and professional and other fees and expenses incurred in connection with the preparation of this Agreement and the consummation of the transactions contemplated herebybusiness; (ivd) sold or transferred, or agreed to sell or transfer, any of its assets, property, or rights rights, (except assets, property, or rights not used or useful in its business which, in the aggregate have a value of less than $5,000), or canceled, or agreed to cancel, any debts or claims (except debts or claims which in the aggregate are of a value of less than $5,000); (ve) made or permitted any amendment or termination of any contract, agreement, or license to which it is a party if such amendment or termination is material, considering the business of the ParentAcquiror; or (vif) issued, delivered, or agreed to issue or deliver any stock, bonds, or other corporate securities including debentures (whether authorized authorised and unissued un-issued or held as treasury stock), except in connection with this Agreement; and. (div) To the best knowledge of the ParentAcquiror, it has not become subject to any law or regulation which materially and adversely affects, or in the future may adversely affect, the business, operations, properties, assets, or condition of Acquiror. v) There have been no material changes to the ParentBy-laws of the Acquiror since the date of the last filing.

Absence of Certain Changes or Events. Except as set forth in Since the Parent Reports, since June 30, 2013date of the most recent Finity balance sheet: (a) There there has not been (i) any material adverse change, financial or otherwise, change in the business, operations, properties, assets, assets or condition of the Parent Finity or (ii) any damage, destruction or loss to Finity (whether or not covered by insurance) materially and adversely affecting the business, operations, properties, assets, assets or condition of the ParentFinity; (b) The Parent Finity has not (i) amended its Articles certificate of Incorporation incorporation or by-lawsbylaws except as required by this Agreement; (ii) declared or made, or agreed to declare or make any payment of dividends or distributions of any assets of any kind whatsoever to shareholders stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stock; (iii) waived any rights of value which in the aggregate are extraordinary outside of the ordinary course of business or material considering the business of the ParentFinity; (iv) made any material change in its method of management, operation, or accounting; (v) entered into any transactions or agreements other material transactionsthan in the ordinary course of business; (vi) made any accrual or arrangement for or payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (vii) increased the rate of compensation payable or to become payable by it to any of its officers or directors or any of its employeessalaried employees whose monthly compensation exceed $1,000; or (viii) made any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement, made to, for, for or with its officers, directors, or employees; (c) Except in the ordinary course of business or as otherwise as set forth on Schedule 5.8, the Parent Finity has not (i) granted or agreed to grant any options, warrants, or other rights for its stocksstock, bonds, or other corporate securities calling for the issuance thereof; (ii) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) except liabilities incurred in the ordinary course of business; (iii) paid or agreed to pay any material obligation obligations or liability liabilities (absolute or contingent) other than current liabilities reflected in or shown on the most recent Parent Finity balance sheet and current liabilities incurred since that date in the ordinary course of business and professional and other fees and expenses incurred in connection with the preparation of this Agreement and the consummation of the transactions transaction contemplated hereby; (iv) sold or transferred, or agreed to sell or transfer, any of its assets, propertyproperties, or rights (except assets, propertyproperties, or rights not used or useful in its business which, in the aggregate have a value of less than $5,0001,000), or canceled, or agreed to cancel, any debts or claims (except debts or claims which in the aggregate are of a value of less than $5,0001,000); (v) made or permitted any amendment or termination of any contract, agreement, or license to which it is a party if such amendment or termination is material, considering the business of the ParentFinity; or (vi) issued, delivered, delivered or agreed to issue or deliver deliver, any stock, bonds, or other corporate securities including debentures (whether authorized and unissued or held as treasury stock), except in connection with this Agreement; and (d) To to the best knowledge of the ParentFinity, it has not become subject to any law or regulation which materially and adversely affects, or in the future future, may adversely affect, the business, operations, properties, assets, assets or condition of the ParentFinity.

Absence of Certain Changes or Events. Except Since October 31, 2020 and except as set forth disclosed in the Parent Reports, since June 30, 2013an SEC Report: (a) There there has not been (i) any material adverse change, financial or otherwise, change in the business, operations, properties, assets, assets or condition of the Parent Company or (ii) any damage, destruction or loss to the Company (whether or not covered by insurance) materially and adversely affecting the business, operations, properties, assets, assets or condition of the ParentCompany; (b) The Parent the Company has not (i) amended its Articles certificate of Incorporation incorporation or by-lawsbylaws except as required by this Agreement; (ii) declared or made, or agreed to declare or make any payment of dividends or distributions of any assets of any kind whatsoever to shareholders stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stock; (iii) waived any rights of value which in the aggregate are extraordinary outside of the ordinary course of business or material considering the business of the ParentCompany ; (iv) made any material change in its method of management, operation, or accounting; (v) entered into any transactions or agreements other material transactionsthan in the ordinary course of business; (vi) made any accrual or arrangement for or payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (vii) increased the rate of compensation payable or to become payable by it to any of its officers or directors or any of its employeessalaried employees whose monthly compensation exceed $1,000; or (viii) made any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement, made to, for, for or with its officers, directors, or employees; (c) Except in the ordinary course of business or as otherwise as set forth on Schedule 5.8, the Parent Company has not (i) granted or agreed to grant any options, warrants, or other rights for its stocksstock, bonds, or other corporate securities calling for the issuance thereof; (ii) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) except liabilities incurred in the ordinary course of business; (iii) paid or agreed to pay any material obligation obligations or liability liabilities (absolute or contingent) other than current liabilities reflected in or shown on the most recent Parent the Company balance sheet and current liabilities incurred since that date in the ordinary course of business and professional and other fees and expenses incurred in connection with the preparation of this Agreement and the consummation of the transactions transaction contemplated hereby; (iv) sold or transferred, or agreed to sell or transfer, any of its assets, propertyproperties, or rights (except assets, propertyproperties, or rights not used or useful in its business which, in the aggregate have a value of less than $5,0001,000), or canceled, or agreed to cancel, any debts or claims (except debts or claims which in the aggregate are of a value of less than $5,0001,000); (v) made or permitted any amendment or termination of any contract, agreement, or license to which it is a party if such amendment or termination is material, considering the business of the ParentCompany ; or (vi) issued, delivered, delivered or agreed to issue or deliver deliver, any stock, bonds, bonds or other corporate securities including debentures (whether authorized and unissued or held as treasury stock), except in connection with this Agreement; , and; (d) To its knowledge, the best knowledge of the Parent, it Company has not become subject to any law or regulation which materially and adversely affects, or in the future future, may adversely affect, the business, operations, properties, assets, assets or condition of the ParentCompany.

Absence of Certain Changes or Events. Except as set forth in this Agreement or in the Parent ReportsCTI Schedules, since June 30, 2013the date of the most recent CTI balance sheet described in section 3.05 and included in the CTI Schedules: (a) There has not been (i) any material adverse change, financial or otherwise, change in the business, operations, properties, assets, or condition of the Parent CTI or (ii) any damage, destruction, or loss to CTI (whether or not covered by insurance) materially and adversely affecting the business, operations, properties, assets, or condition of the ParentCTI; (b) The Parent CTI has not (i) amended its Articles articles of Incorporation incorporation or by-lawsbylaws; (ii) declared or made, or agreed to declare or make make, any payment of dividends or distributions of any assets of any kind whatsoever to shareholders stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its their capital stock; (iii) waived any rights of value which in the aggregate are extraordinary or material considering the business of the Parentmaterial; or (iv) made any material change in its method of management, operation, or accountingaccounting which is material to CTI; (v) entered into any other transaction which is material transactions; (vi) made any accrual or arrangement for or payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (vii) increased the rate of compensation payable or to become payable by it to any of its officers or directors or any of its employees; or (viii) made any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement, made to, for, or with its officers, directors, or employeesCTI; (c) Except in the ordinary course of business or as otherwise as set forth on Schedule 5.8, the Parent CTI has not (i) granted or agreed to grant any options, warrants, or other rights for its their respective stocks, bonds, or other corporate securities calling for the issuance thereof; (ii) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) ), except liabilities incurred in the ordinary course of business; (iii) paid or agreed to pay any material obligation or liability (absolute or contingent) other than current liabilities reflected in or shown on the most recent Parent CTI balance sheet and current liabilities incurred since that date in the ordinary course of business and professional and other fees and expenses incurred in connection with the preparation of this Agreement and the consummation of the transactions contemplated herebybusiness; (iv) sold or transferred, or agreed to sell or transfer, any of its their respective assets, propertyproperties, or rights (except assets, propertyproperties, or rights not used or useful in its business which, in the aggregate have a value of less than $5,000)10,000 or assets, properties, or canceled, or agreed to cancel, any debts or claims (except debts or claims which rights disposed of in the aggregate are ordinary course of a value of less than $5,000business); (v) made or permitted any amendment or termination of any contract, agreement, or license to which it is they are a party if such amendment or termination is material, considering the business of the ParentCTI; or (vi) issued, delivered, or agreed to issue or deliver any stock, bonds, or other corporate securities including debentures (whether authorized and unissued or held as treasury stock), except in connection with this Agreement; and (d) To the best knowledge of the ParentCTI, it CTI has not become subject to any law or regulation which materially and adversely affects, or in the future may materially and adversely affect, the business, operations, properties, assets, or financial condition of the ParentCTI.