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

Absence of Certain Changes or Events. Except as disclosed in Section 2.09 of the Disclosure Schedule or as expressly contemplated by this Agreement, since December 31, 2004, neither the Company nor any of its Subsidiaries has, directly or indirectly: (a) redeemed, purchased, otherwise acquired, or agreed to redeem, purchase or otherwise acquire, any shares of its capital stock, or declared, set aside or paid any dividend or otherwise made a distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock (other than between the Company and a wholly-owned Subsidiary thereof); (b) authorized for issuance, issued, sold, delivered, granted or issued any options, warrants, calls, subscriptions or other rights for, or otherwise agreed or committed to issue, sell, deliver or grant any shares of any class of its capital stock or any securities convertible into or exchangeable or exercisable for shares of any class of its capital stock, other than pursuant to and in accordance with (i) the Company Stock Option Plans or the Stock Purchase Plans or (ii) as listed in Section 2.03 of the Disclosure Schedule; (c) except in the ordinary course of business consistent with past practice, (i) created or incurred any Indebtedness, (ii) assumed, guaranteed, endorsed or otherwise as an accommodation become responsible for the obligations of any other individual, firm or corporation, made any loans or advances to any other individual, firm or corporation, (iii) entered into any commitment or transaction material to the Company and its Subsidiaries, taken as a whole, (iv) incurred any material liabilities outside the ordinary course of business consistent with past practice or (v) subjected any asset to any Lien; (d) other than the Accounting Changeover, instituted any material change in its accounting methods, principles or practices except as required by US GAAP; (e) revalued any of its respective assets in any material respect, including without limitation, writing down the value of inventory or writing off notes or accounts receivables, except for amounts previously reserved as reflected in the December 31, 2004 balance sheet; (f) suffered any damage, destruction or loss, whether covered by insurance or not, except for such as would not, individually or in the aggregate, have a Company Material Adverse Effect; (g) granted any increase in the base compensation of, or made any other material change in the employment terms for, any of its directors, officers and employees, except for increases or changes reflecting or based upon changed responsibilities or duties made in the ordinary course of business consistent with past practice and ordinary annual adjustments not to exceed 10% of the base compensation of such director, officer or employee prior to such adjustment; (h) adopted, modified or terminated any bonus, profit-sharing, incentive, severance or other plan or contract for the benefit of any of its directors, officers and employees other than changes which do not materially increase the aggregate cost of such plan or contract; (i) except for provision of services or sales in the ordinary course of business consistent with past practice, sold, leased, licensed, assigned, transferred, conveyed or otherwise disposed of any of its assets or property having a book or market value in excess of $50,000; (j) entered into any new line of business, or, except for transactions in the ordinary course of business consistent with past practices, incurred or committed to incur any capital expenditures, obligations or liabilities in connection therewith in excess of $50,000 in the aggregate; (k) acquired or agreed to acquire by merging or consolidating with, or agreed to acquire by purchasing a substantial portion of the assets of, or in any other manner, any business of any other Person; (l) made any cancellation or waiver of (i) any right material to the operation of the business of the Company or any of its Subsidiaries or (ii) any material debts or claims of the Company or a Subsidiary; (m) made any disposition (including any license) of, or abandoned or failed to maintain or enforce any material Intellectual Property Rights owned or used by the Company or any of its Subsidiaries; (n) except in the ordinary course of business consistent with past practices, entered into any agreement, arrangement or transaction with any Affiliate of the Company; or (o) agreed to (i) do any of the things described in the preceding clauses (a) through (n) or (ii) take, whether in writing or otherwise, any action which, if taken prior to the date of this Agreement, would have made any representation or warranty in this Article II untrue or incorrect.

Absence of Certain Changes or Events. Except as disclosed in Section 2.09 Since the date of the Disclosure Schedule or LATOKA Latest Balance Sheet and LEL Latest Balance Sheet, LATOKA and LEL have conducted their respective businesses only in the ordinary course consistent with their prior practices, and, except as expressly contemplated by this Agreement, since December 31, 2004set forth in SCHEDULE 4.13, neither the Company nor any of its Subsidiaries has, directly or indirectly: (a) redeemedamended its articles of incorporation, purchasedbylaws, otherwise acquired, memorandum and articles of association or agreed to redeem, purchase or otherwise acquire, any shares of its capital stock, or declared, set aside or paid any dividend or otherwise made a distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock (other than between the Company and a wholly-owned Subsidiary thereof)similar organizational documents; (b) authorized for issuanceexcept as otherwise contemplated in Section 8.2(e), issued, sold, delivered, granted incurred any liability or issued any options, warrants, calls, subscriptions or other rights for, or otherwise agreed or committed to issue, sell, deliver or grant any shares obligation of any class of its capital stock nature (whether absolute or any securities convertible into contingent, accrued, fixed, known, unknown, matured or exchangeable or exercisable for shares of any class of its capital stockunmatured), other than pursuant to and in accordance with (i) the Company Stock Option Plans or the Stock Purchase Plans or (ii) as listed in Section 2.03 of the Disclosure Schedule; (c) except in the ordinary course of business consistent with past its prior practice, (i) created or incurred any Indebtedness, (ii) assumed, guaranteed, endorsed or otherwise as an accommodation become responsible for the obligations of any other individual, firm or corporation, made any loans or advances to any other individual, firm or corporation, (iii) entered into any commitment or transaction material to the Company and its Subsidiaries, taken as a whole, (iv) incurred any material liabilities outside the ordinary course of business consistent with past practice or (v) subjected any asset to any Lien; (d) other than the Accounting Changeover, instituted any material change in its accounting methods, principles or practices except as required by US GAAP; (e) revalued any of its respective assets in any material respect, including without limitation, writing down the value of inventory or writing off notes or accounts receivables, except for amounts previously reserved as reflected in the December 31, 2004 balance sheet; (f) suffered any damage, destruction or loss, whether covered by insurance or not, except for such as would not, exceeding $10,000 individually or in the aggregate, have a Company Material Adverse Effect; (g) granted any increase in the base compensation of, or made any other material change in the employment terms for, any of its directors, officers and employees, except for increases or changes reflecting or based upon changed responsibilities or duties made in the ordinary course of business consistent with past practice and ordinary annual adjustments not to exceed 10% of the base compensation of such director, officer or employee prior to such adjustment; (h) adopted, modified or terminated any bonus, profit-sharing, incentive, severance or other plan or contract for the benefit of any of its directors, officers and employees other than changes which do not materially increase the aggregate cost of such plan or contract; (i) except for provision of services or sales in the ordinary course of business consistent with past practice, sold, leased, licensed, assigned, transferred, conveyed or otherwise disposed of any of its assets or property having a book or market value in excess of $50,000; (j) entered into any new line of business, or, except for transactions in the ordinary course of business consistent with past practices, incurred or committed to incur any capital expenditures, obligations or liabilities in connection therewith in excess of $50,000 in the aggregate; (kc) suffered or permitted any of its assets to become subject to any mortgage, charge, lien or other encumbrance; (d) merged or consolidated with another entity or acquired or agreed to acquire by merging any business or consolidating withany corporation, partnership or other business organization, or agreed to acquire by purchasing a substantial portion of the assets ofsold, leased, transferred or in any other manner, any business otherwise disposed of any other Personassets except for fair value in the ordinary course of business; (le) except as otherwise contemplated in Section 8.2(e), made any cancellation capital expenditure or waiver of (i) any right material to the operation of the business of the Company or any of its Subsidiaries or (ii) any material debts or claims of the Company or a Subsidiary; (m) made any disposition (including any license) ofcommitment therefor, or abandoned or failed to maintain or enforce any material Intellectual Property Rights owned or used by the Company or any of its Subsidiaries; (n) except in the ordinary course of business consistent with past practicesits prior practice, exceeding $10,000 individually or $50,000 in the aggregate; (f) declared or paid any dividend or made any distribution with respect to any of its share capital or equity interests, or redeemed, purchased or otherwise acquired any of its share capital or equity interests, or issued, sold or granted any equity interests or any option, warrant or other right to purchase or acquire any such interest; (g) adopted any employee benefit plan or made any change in any existing employee benefit plans or made any bonus or profit sharing distribution or payment of any kind; (h) increased indebtedness for borrowed money, or made any loan to any Person; (i) made any change affecting any banking, safe deposit or power of attorney arrangements; (j) entered into or amended any employment, severance or similar agreement or arrangement with any director or employee, or granted any increase in the rate of wages, salaries, bonuses or other compensation or benefits of any executive or other employee; (k) canceled, waived, released or otherwise compromised any debt, claim or right; (l) made any change in any method of accounting or auditing practice; (m) suffered the termination, suspension or revocation of any material license or permit necessary for the operation of its business; (n) entered into any agreementmaterial transaction other than on an arm's- length basis; (o) agreed, arrangement whether or transaction with not in writing, to do any Affiliate of the Companyforegoing; or (op) agreed to suffered any damage, destruction or loss (iwhether or not covered by insurance) do any of which has had or could have a Material Adverse Effect on LATOKA or LEL, as the things described in the preceding clauses (a) through (n) or (ii) take, whether in writing or otherwise, any action which, if taken prior to the date of this Agreement, would have made any representation or warranty in this Article II untrue or incorrectcase may be.

Absence of Certain Changes or Events. Except as disclosed in Section 2.09 of Since the Disclosure Schedule or Audit Date, except as expressly contemplated by this Agreement, Parent and the Parent Subsidiaries have conducted their businesses only in the ordinary course consistent with past practice and there has not been any Parent Material Adverse Effect. In addition, since December 31, 2004the Audit Date and through the date hereof, neither the Company Parent nor any of its Subsidiaries Parent Subsidiary has, directly or indirectly: (a) redeemeddeclared, purchasedset aside, otherwise acquiredmade or paid any dividend or other distribution, payable in cash, stock, property or agreed otherwise, with respect to redeem, purchase or otherwise acquire, any shares of its capital stock, except for dividends by any direct or declared, set aside or paid any dividend or otherwise made a distribution (whether in cash, stock or property indirect wholly owned Parent Subsidiary to the Parent or any combination thereof) in respect of its capital stock (other than between the Company and a wholly-wholly owned Subsidiary thereof)Parent Subsidiary; (b) authorized (i) acquired (including, without limitation, by merger, consolidation, or acquisition of stock or assets or any other business combination) any corporation, partnership, other business organization or any division thereof or, outside the ordinary course of business, any significant amount of assets; (ii) disposed of (including, without limitation, by sale of assets or stock or any other transaction) any material portion of its business or assets; or (iii) incurred any indebtedness for issuance, issued, sold, delivered, granted borrowed money or issued any optionsdebt securities or assumed, warrants, calls, subscriptions guaranteed or other rights forendorsed, or otherwise agreed or committed to issuebecome responsible for, sell, deliver or grant any shares the material obligations of any class person other than any wholly owned Subsidiary, or made any material loans or advances, or granted any material security interest in any of its capital stock or any securities convertible into or exchangeable or exercisable for shares of any class of its capital stock, other than pursuant to and in accordance with (i) the Company Stock Option Plans or the Stock Purchase Plans or (ii) as listed in Section 2.03 of the Disclosure Scheduleassets; (c) except paid, discharged or satisfied any material claim, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than in the ordinary course of business consistent with past practice, (i) created or incurred any Indebtedness, (ii) assumed, guaranteed, endorsed or otherwise as an accommodation become responsible for the obligations of any other individual, firm or corporation, made any loans or advances to any other individual, firm or corporation, (iii) entered into any commitment or transaction material to the Company and its Subsidiaries, taken as a whole, (iv) incurred any material liabilities outside the ordinary course of business consistent with past practice or (v) subjected any asset to any Lien;; or (d) other than the Accounting Changeover, instituted commenced or settled any material change in its accounting methods, principles or practices except as required by US GAAP; (e) revalued any of its respective assets in any material respect, including without limitation, writing down the value of inventory or writing off notes or accounts receivables, except for amounts previously reserved as reflected in the December 31, 2004 balance sheet; (f) suffered any damage, destruction or loss, whether covered by insurance or not, except for such as would not, individually or in the aggregate, have a Company Material Adverse Effect; (g) granted any increase in the base compensation of, or made any other material change in the employment terms for, any of its directors, officers and employees, except for increases or changes reflecting or based upon changed responsibilities or duties made in the ordinary course of business consistent with past practice and ordinary annual adjustments not to exceed 10% of the base compensation of such director, officer or employee prior to such adjustment; (h) adopted, modified or terminated any bonus, profit-sharing, incentive, severance or other plan or contract for the benefit of any of its directors, officers and employees other than changes which do not materially increase the aggregate cost of such plan or contract; (i) except for provision of services or sales in the ordinary course of business consistent with past practice, sold, leased, licensed, assigned, transferred, conveyed or otherwise disposed of any of its assets or property having a book or market value in excess of $50,000; (j) entered into any new line of business, or, except for transactions in the ordinary course of business consistent with past practices, incurred or committed to incur any capital expenditures, obligations or liabilities in connection therewith in excess of $50,000 in the aggregate; (k) acquired or agreed to acquire by merging or consolidating with, or agreed to acquire by purchasing a substantial portion of the assets of, or in any other manner, any business of any other Person; (l) made any cancellation or waiver of (i) any right material to the operation of the business of the Company or any of its Subsidiaries or (ii) any material debts or claims of the Company or a Subsidiary; (m) made any disposition (including any license) of, or abandoned or failed to maintain or enforce any material Intellectual Property Rights owned or used by the Company or any of its Subsidiaries; (n) except in the ordinary course of business consistent with past practices, entered into any agreement, arrangement or transaction with any Affiliate of the Company; or (o) agreed to (i) do any of the things described in the preceding clauses (a) through (n) or (ii) take, whether in writing or otherwise, any action which, if taken prior to the date of this Agreement, would have made any representation or warranty in this Article II untrue or incorrectAction.

Absence of Certain Changes or Events. Except as disclosed in Section 2.09 of the Disclosure Schedule or as expressly contemplated by this Agreement, since Since December 31, 20042020, neither TCBI has conducted its business only in the Company nor any ordinary course (except for COVID-19 Measures or as otherwise required by this Agreement and excluding the incurrence of its Subsidiaries has, directly or indirectly: (aexpenses related to this Agreement and the Contemplated Transactions) redeemed, purchased, otherwise acquired, or agreed to redeem, purchase or otherwise acquire, any shares of its capital stock, or declared, set aside or paid any dividend or otherwise made a distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock (other than between the Company and a wholly-owned Subsidiary thereof); (b) authorized for issuance, issued, sold, delivered, granted or issued any options, warrants, calls, subscriptions or other rights for, or otherwise agreed or committed to issue, sell, deliver or grant any shares of any class of its capital stock or any securities convertible into or exchangeable or exercisable for shares of any class of its capital stockhas not, other than pursuant to and in accordance with (i) the Company Stock Option Plans or the Stock Purchase Plans or (ii) as listed in Section 2.03 of the Disclosure Schedule; (c) except in the ordinary course of business and consistent with past practice, (i) created practices and safe and sound banking practices or incurred any Indebtedness, (ii) assumed, guaranteed, endorsed or otherwise as an accommodation become responsible for disclosed in Section 5.12 of the obligations of any other individual, firm or corporation, made any loans or advances to any other individual, firm or corporation, (iii) entered into any commitment or transaction material to the Company and its Subsidiaries, taken as a whole, (iv) incurred any material liabilities outside the ordinary course of business consistent with past practice or (v) subjected any asset to any Lien;Schedules: (dA) other than the Accounting ChangeoverIncurred any obligation or liability, instituted any material change in its accounting methodsabsolute, principles accrued, contingent or practices except as required by US GAAP; (e) revalued any of its respective assets in any material respectotherwise, including without limitation, writing down the value of inventory whether due or writing off notes or accounts receivablesto become due, except deposits taken and federal funds purchased and current liabilities for amounts previously reserved as reflected in the December 31trade or business obligations, 2004 balance sheet; (f) suffered any damage, destruction or loss, whether covered by insurance or not, except for such as would notnone of which, individually or in the aggregate, have result in a Company Material Adverse EffectChange; (gB) granted Discharged or satisfied any increase in the base compensation ofLien or paid any obligation or liability, whether absolute or contingent, due or to become due; (C) Declared or made any payment of dividends or other material change in the employment terms fordistribution to its shareholders, or purchased, retired or redeemed, or obligated itself to purchase, retire or redeem, any of its directors, officers and employees, except for increases shares of capital stock or changes reflecting or based upon changed responsibilities or duties made in the ordinary course of business consistent with past practice and ordinary annual adjustments not to exceed 10% of the base compensation of such director, officer or employee prior to such adjustmentother securities; (hD) adoptedIssued, modified reserved for issuance, granted, sold or terminated authorized the issuance of any bonus, profit-sharing, incentive, severance shares of its capital stock or other plan securities or contract for subscriptions, options, warrants, calls, rights or commitments of any kind relating to the benefit issuance thereto; (E) Acquired any capital stock or other equity securities or acquired any equity or ownership interest in any Entity (except (i) through settlement of indebtedness, foreclosure, or the exercise of creditors’ remedies or (ii) in a fiduciary capacity, the ownership of which does not expose it to any liability from the business, operations or liabilities of such Person); (F) Mortgaged, pledged or subjected to Lien any of its directorsproperty, officers business or assets, tangible or intangible except (i) statutory liens not yet delinquent, (ii) consensual landlord liens, (iii) minor defects and employees other than changes which irregularities in title and encumbrances that do not materially increase impair the aggregate cost use thereof for the purpose for which they are held, (iv) pledges of such plan assets to secure public funds deposits, and (v) those assets and properties disposed of for fair value since the dates of the most recent TCBI Financial Statement or contractTexas Citizens Bank Call Report; (iG) except for provision of services or sales in the ordinary course of business consistent with past practice, sold, leased, licensed, assignedSold, transferred, conveyed leased to others or otherwise disposed of any of its assets (except for assets disposed of for fair value) or property having canceled or compromised any debt or claim, or waived or released any right or claim (except in conjunction with the settlement of litigation described in Section 5.12(L)) of material value; (H) Terminated, canceled or surrendered, or received any notice of or threat of termination or cancellation of any contract, lease or other agreement or suffered any damage, destruction or loss (whether or not constituting, or may reasonably be anticipated to result in, a book Material Adverse Change covered by insurance), which, in any case or market value in the aggregate, may reasonably constitute a Material Adverse Change; (I) Disposed of, permitted to lapse, transferred or granted any rights under, or entered into any settlement regarding the breach or infringement of, any United States or foreign license or TCBI Intellectual Property or modified any existing rights with respect thereto; (J) Except as required by law or by a TCBI Employee Plan, made any change in the rate of compensation, commission, bonus, vesting or other direct or indirect remuneration payable, or paid or agreed or orally promised to pay, conditionally or otherwise, any bonus, extra compensation, pension or severance or vacation pay, to or for the benefit of any of its shareholders, directors, officers, employees or agents, or entered into any employment or consulting contract or other agreement with any director, officer or employee or adopted, amended in any material respect or terminated any pension, employee welfare, retirement, stock purchase, stock option, stock appreciation rights, termination, severance, income protection, golden parachute, savings or profit sharing plan (including trust agreements and insurance contracts embodying such plans), any deferred compensation, or collective bargaining agreement, any group insurance contract or any other incentive, welfare or employee benefit plan or agreement maintained by it for the benefit of its directors, employees or former employees; (K) Except for improvements or betterments relating to its properties, made any capital expenditures or capital additions or betterments in excess of an aggregate of $50,000250,000; (jL) Instituted, had instituted against it, settled or agreed to settle any litigation, action or proceeding before any court or governmental body relating to its property other than routine collection suits instituted by it to collect amounts owed or suits in which the amount in controversy is less than $100,000; (M) Except for the transactions contemplated by this Agreement or as otherwise permitted hereunder, entered into any new line of businessmaterial transaction, oror entered into, except for transactions in the ordinary course of business consistent with past practices, incurred modified or committed to incur amended any capital expenditures, obligations material contract or liabilities in connection therewith in excess of $50,000 in the aggregatecommitment; (kN) acquired Entered into or agreed to acquire by merging given any promise, assurance or consolidating with, or agreed to acquire by purchasing a substantial portion guarantee of the assets ofpayment, discharge or in any other manner, any business fulfillment of any other undertaking or promise made by any Person; (lO) made any cancellation Sold, or waiver of (i) any right material to the operation knowingly disposed of, or otherwise divested itself of the ownership, possession, custody or control, of any corporate books or records of any nature that, in accordance with sound business practice, normally are retained for a period of time after their use, creation or receipt, except at the end of the Company or any of its Subsidiaries or (ii) any material debts or claims of the Company or a Subsidiarynormal retention period; (mP) made any disposition (including any license) ofMade any, or abandoned acquiesced with any, change in any accounting methods, principles or failed to maintain material practices except as required by any applicable Tax Law or enforce any material Intellectual Property Rights owned or used by the Company or any of its Subsidiaries; (n) except in the ordinary course of business consistent with past practices, entered into any agreement, arrangement or transaction with any Affiliate of the CompanyGAAP; or (oQ) agreed to (i) do Entered into any of the things described in the preceding clauses (a) through (n) agreement or (ii) take, made any commitment whether in writing or otherwise, otherwise to take any of the types of action which, if taken prior to the date of this Agreement, would have made any representation or warranty described in this Article II untrue or incorrectsubsections (A) through (P) above.

Absence of Certain Changes or Events. Except Since February 28, 2005, except as disclosed in Section 2.09 set forth on Schedule 4.6 of the Company Disclosure Schedule or as expressly contemplated by this AgreementSchedules, since December 31, 2004, the business of the Company and its Subsidiaries has been conducted in the ordinary course and neither the Company nor any of its Subsidiaries has, directly or indirectly: (a) redeemed, purchased, otherwise acquiredsuffered any change that has resulted, or agreed could be reasonably expected to redeemresult, purchase or otherwise acquire, any shares of its capital stock, or declared, set aside or paid any dividend or otherwise made in a distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock (other than between the Company and a wholly-owned Subsidiary thereof)Material Adverse Effect; (b) authorized for issuance, issued, sold, delivered, granted or issued any options, warrants, calls, subscriptions or other rights for, or otherwise agreed or committed to issue, sell, deliver or grant any shares of any class of its capital stock or any securities convertible into or exchangeable or exercisable for shares of any class of its capital stock, other than pursuant to and in accordance with (i) the Company Stock Option Plans or the Stock Purchase Plans or (ii) as listed in Section 2.03 of the Disclosure Schedule; (c) except in the ordinary course of business consistent with past practice, (i) created or incurred any Indebtedness, (ii) assumed, guaranteed, endorsed or otherwise as an accommodation become responsible for the obligations of any other individual, firm or corporation, made any loans or advances to any other individual, firm or corporation, (iii) entered into any commitment or transaction material to the Company and its Subsidiaries, taken as a whole, (iv) incurred any material liabilities outside the ordinary course of business consistent with past practice or (v) subjected any asset to any Lien; (d) other than the Accounting Changeover, instituted any material change in its accounting methods, principles or practices except as required by US GAAP; (e) revalued any of its respective assets in any material respect, including without limitation, writing down the value of inventory or writing off notes or accounts receivables, except for amounts previously reserved as reflected in the December 31, 2004 balance sheet; (f) suffered any damage, destruction or loss, whether covered by insurance or not, except for such as would notthat has resulted, individually or could be reasonably expected to result, in the aggregate, have a Company Material Adverse Effect; (gc) granted authorized or proposed any increase in the base compensation ofamendments to its certificate of incorporation or bylaws (or other similar governing instrument); (d) declared, set aside or paid any dividends on or made any other material change distributions (whether in the employment terms forcash, any of its directors, officers and employees, except for increases stock or changes reflecting property) on or based upon changed responsibilities or duties made in the ordinary course of business consistent with past practice and ordinary annual adjustments not to exceed 10% of the base compensation of such director, officer or employee prior to such adjustment; (h) adopted, modified or terminated any bonus, profit-sharing, incentive, severance or other plan or contract for the benefit respect of any of its directorscapital stock (or other ownership interests), officers and employees or split, combined or reclassified any of its capital stock (or other than changes which do not materially increase ownership interests) or declared any direct or indirect redemption, retirement, purchase or other acquisition by the aggregate cost Company or any of its Subsidiaries of such plan capital stock (or contractother ownership interests); (ie) except for provision issued, sold or granted any shares of services its capital stock (or sales in the ordinary course other ownership interests) or securities convertible into shares of business consistent with past practiceits capital stock (or other ownership interests), soldor subscriptions, leasedrights, licensedwarrants or options to acquire, assigned, transferred, conveyed or otherwise disposed other agreements or commitments of any character obligating it to issue any such shares (or other ownership interests) or other convertible securities, other than the issuance of its assets shares of Company Common Stock issuable upon exercise of Company Options or property having a book or market value in excess of $50,000Company Warrants; (j) entered into any new line of business, or, except for transactions in the ordinary course of business consistent with past practices, incurred or committed to incur any capital expenditures, obligations or liabilities in connection therewith in excess of $50,000 in the aggregate; (kf) acquired or agreed to acquire by merging or consolidating with, or agreed to acquire by purchasing a substantial an equity interest in or portion of the assets of, or in by any other manner, any business of or any corporation, partnership or other Personbusiness organization or division; (lg) made any cancellation or waiver of other than Indebtedness set forth on Schedule 4.23, (i) incurred or assumed any right material to Indebtedness in excess of $500,000, other than in the operation ordinary course of the business of the Company or any of its Subsidiaries business; or (ii) assumed, Guaranteed or otherwise became liable or responsible for the obligations (directly, contingently or otherwise) of any material debts or claims other Person in amounts in excess of $250,000, other than in the Company or a Subsidiaryordinary course of business; (m) made any disposition (including any license) of, or abandoned or failed to maintain or enforce any material Intellectual Property Rights owned or used by the Company or any of its Subsidiaries; (nh) except in the ordinary course of business consistent with past practices, or as may be required by applicable law or by any applicable agreement or instrument existing on the date hereof, (i) entered into, adopted, amended or terminated any employment agreement or any bonus payments with any employee, officer or director of the Company, or (ii) entered into, adopted, amended or terminated any pension, retirement, health, life, or disability insurance, severance, profit sharing, bonus, compensation, termination, stock option, stock appreciation right, restricted stock, employee benefit plan, agreement, trust, fund or other arrangement for the benefit or welfare of any director, officer or employee in any manner; (i) granted or agreed to make any severance, termination pay or deferred compensation (or amendment to any existing arrangement) to or increase in the compensation, bonus or other benefit payable or to become payable by the Company or any of its Subsidiaries to their directors, officers or employees, except, increases granted or agreed to be made in the ordinary course of business or increases required by any pre-existing agreement; (j) (i) entered into any agreementcontract or agreement material to the Company and its Subsidiaries, arrangement taken as a whole, other than contracts or transaction agreements in the ordinary course of business; (ii) amended, modified or waived any material right under any Material Contract; or (iii) paid or authorized any capital expenditure in excess of $500,000 per expenditure or $5,000,000 in the aggregate, other than in accordance with the Company’s fiscal year 2006 capital expenditures budget as approved by the Company’s board; (k) (i) made any Affiliate material change in the accounting methods or practices it follows, (ii) revalued in any material respect any Property, including writing down the value of inventory or writing off notes or accounts receivable other than in the ordinary course of business or (iii) made any change in any Tax election or method of Tax accounting; (l) made any loan, advance or capital contribution to or investment in any Person in excess of $250,000 other than loans, advances or capital contributions to or investments in its wholly owned Subsidiaries in the ordinary course of business; (i) purchased, acquired or leased any material assets other than in the ordinary course of business or in accordance with the Company’s fiscal year 2006 capital expenditures budget as approved by the Company’s board, (ii) sold, leased, licensed, transferred to any Person, or otherwise disposed of, any of the CompanyProperties of the Company or any of its Subsidiaries except for the sale of inventory or obsolete equipment in the ordinary course of business, (iii) canceled or compromised any Indebtedness or claim (other than compromises of accounts receivable in the ordinary course of business) in excess of $500,000, (iii) waived or released any right of substantial value, or (iv) instituted, settled or agreed to settle any material action, suit, proceeding, claim, arbitration or investigation; or (on) agreed entered into any contract, commitment, agreement, understanding or arrangement to (i) do any of the things described referred to in the preceding clauses (a) through (nm) or (ii) take, whether in writing or otherwise, any action which, if taken prior to the date of this Agreement, would have made any representation or warranty in this Article II untrue or incorrectabove.

Absence of Certain Changes or Events. Except as disclosed in Section 2.09 of the Disclosure Schedule or as expressly for (a) transactions and other matters contemplated by this AgreementAgreement and any changes, since December 31indebtedness, 2004agreements, neither encumbrances, damages, liabilities or obligations arising directly therefrom and (b) matters disclosed in the Financial Statements, the Company nor any has not, between the Balance Sheet Date and the date of its Subsidiaries has, directly or indirectlythis Agreement: (a) conducted the Company's business other than in the ordinary course of business; (b) declared, set aside, made or paid any dividend or other distribution in respect of its capital stock or purchased or redeemed, purchased, otherwise acquired, directly or agreed to redeem, purchase or otherwise acquireindirectly, any shares of its capital stock, or declared, set aside or paid any dividend or otherwise made a distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock (other than between the Company and a wholly-owned Subsidiary thereof); (b) authorized for issuance, issued, sold, delivered, granted or issued any options, warrants, calls, subscriptions or other rights for, or otherwise agreed or committed to issue, sell, deliver or grant any shares of any class of its capital stock or any securities convertible into or exchangeable or exercisable for shares of any class of its capital stock, other than pursuant to and in accordance with (i) the Company Stock Option Plans or the Stock Purchase Plans or (ii) as listed in Section 2.03 of the Disclosure Schedule; (c) except in the ordinary course of business consistent with past practice, (i) created or incurred any Indebtedness, (ii) assumed, guaranteed, endorsed or otherwise as an accommodation become responsible for the obligations of any other individual, firm or corporation, made any loans or advances to payment on any other individualindebtedness, firm or corporationincluding accounts payable, (iii) entered into any commitment or transaction material to the Company and its Subsidiaries, taken as a whole, (iv) incurred any material liabilities outside the ordinary course of business consistent with past practice or (v) subjected any asset to any Lien; (d) other than the Accounting Changeover, instituted any material change in its accounting methods, principles or practices except as required by US GAAP; (e) revalued any of its respective assets in any material respect, including without limitation, writing down the value of inventory or writing off notes or accounts receivables, except for amounts previously reserved as reflected in the December 31, 2004 balance sheet; (f) suffered any damage, destruction or loss, whether covered by insurance or not, except for such as would not, individually or in the aggregate, have a Company Material Adverse Effect; (g) granted any increase in the base compensation of, or made any other material change in the employment terms for, any of its directors, officers and employees, except for increases or changes reflecting or based upon changed responsibilities or duties payments made in the ordinary course of business consistent with past practice and pursuant to arrangements made on an arm's-length basis for goods or services; (d) incurred any material indebtedness for money borrowed, or issued or sold any debt securities, other than in the ordinary annual adjustments not course of business; (e) mortgaged, pledged or subjected to exceed 10% any lien, lease, security interest or other charge or encumbrance any of its properties or assets, tangible or intangible, other than in the ordinary course of business; (f) acquired or disposed of any assets or properties except in the ordinary course of business; (g) granted to any officer or director of the base Company or Employee (as defined in Section 5.4) any increase in compensation or benefits payable (including severance benefits), except in the ordinary course of such director, officer or employee prior to such adjustmentbusiness; (h) adoptedamended, modified terminated, canceled, knowingly waived or terminated given or received written notice thereof with respect to any bonusmaterial right of the Company, profit-sharingwhether under any contract, incentivelease or otherwise, severance or other plan canceled or contract for knowingly waived any material debt or obligation due to the benefit Company, except in the ordinary course of any of its directors, officers and employees other than changes which do not materially increase the aggregate cost of such plan or contractbusiness; (i) except for provision of services discharged or sales paid any material obligation or liability other than in the ordinary course of business consistent with past practice, sold, leased, licensed, assigned, transferred, conveyed or otherwise disposed of any of its assets or property having a book or market value in excess of $50,000business; (j) entered into settled any new line of businessclaim, or, except action or proceeding pending or threatened against the Company or relating to the Company's business before any court or governmental or regulatory authority or body for transactions in the ordinary course of business consistent with past practices, incurred or committed to incur any capital expenditures, obligations or liabilities in connection therewith an amount in excess of $50,000 10,000 individually or $25,000 in the aggregate; (k) acquired entered into (1) any contract or agreed to acquire by merging agreement with an obligation for payment in excess of $10,000 per annum or consolidating with$25,000 in the aggregate, (2) any contract or agreed to acquire by purchasing a substantial portion agreement that is not consistent with the conduct of the assets of, or Company's business in any other manner, any business of any other Person; (l) made any cancellation or waiver of (i) any right material to the operation of the business of the Company or any of its Subsidiaries ordinary course or (ii3) any material debts contracts or claims of the Company or a Subsidiary; (m) made any disposition (including any license) ofagreements, or abandoned or failed to maintain or enforce any material Intellectual Property Rights owned or used by the Company or any of its Subsidiaries; (n) except other than vendor purchase orders issued in the ordinary course of business consistent with past practices, entered into any agreement, arrangement or transaction with any Affiliate of the Company's business, that in the aggregate obligate the Company to pay more than $150,000; or (ol) agreed suffered any material damage, destruction or loss (whether or not covered by insurance) to (i) do any of the things described assets or properties used in or necessary to conduct the preceding clauses (a) through (n) or (ii) take, whether in writing or otherwise, any action which, if taken prior to the date of this Agreement, would have made any representation or warranty in this Article II untrue or incorrectCompany's business.

Absence of Certain Changes or Events. Except (i) as disclosed set forth in Section 2.09 of Schedule 2.8 to the Company Disclosure Schedule or as expressly Memorandum and (ii) for transactions specifically contemplated by in this Agreement, since December 31, 2004the date of the Company Balance Sheet, neither the Company nor any of its Subsidiaries has, directly officers or indirectlydirectors in their representative capacities on behalf of the Company have: (a) redeemed, purchased, otherwise acquired, taken any action or entered into or agreed to redeementer into any transaction, purchase agreement or otherwise acquire, any shares of its capital stock, or declared, set aside or paid any dividend or otherwise made a distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock (commitment other than between in the Company ordinary course of the Company's business as currently conducted and a wholly-owned Subsidiary thereof)as proposed to be conducted; (b) authorized for issuanceforgiven or canceled any indebtedness or waived any claims or rights of material value (including, issuedwithout limitation, soldany indebtedness owing by any shareholder, deliveredofficer, granted director, employee or issued any options, warrants, calls, subscriptions or other rights for, or otherwise agreed or committed to issue, sell, deliver or grant any shares of any class of its capital stock or any securities convertible into or exchangeable or exercisable for shares of any class of its capital stock, other than pursuant to and in accordance with (i) the Company Stock Option Plans or the Stock Purchase Plans or (ii) as listed in Section 2.03 affiliate of the Disclosure ScheduleCompany); (c) except granted, other than in the ordinary course of business and consistent with past practice, any increase in the compensation of directors, officers, employees or consultants who already held such positions at that time (i) created or incurred including any Indebtedness, (ii) assumed, guaranteed, endorsed or otherwise as an accommodation become responsible for the obligations of any other individual, firm or corporation, made any loans or advances such increase pursuant to any employment agreement or bonus, pension, profit-sharing, lease payment or other individual, firm plan or corporation, (iiicommitment) entered into or any commitment increase in the compensation payable or transaction material to the Company and its Subsidiaries, taken as a whole, (iv) incurred any material liabilities outside the ordinary course of business consistent with past practice or (v) subjected any asset become payable to any Liendirector, officer, employee or consultant; (d) other than the Accounting Changeover, instituted any material change in its accounting methods, principles or practices except as required by US GAAP; (e) revalued any of its respective assets in any material respect, including without limitation, writing down the value of inventory or writing off notes or accounts receivables, except for amounts previously reserved as reflected in the December 31, 2004 balance sheet; (f) suffered any damage, destruction change having or loss, whether covered by insurance or not, except for such as would not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; (ge) granted borrowed or agreed to borrow any increase funds, incurred or become subject to, whether directly or by way of assumption or guarantee or otherwise, any obligations or liabilities (absolute, accrued, contingent or otherwise) individually in excess of $5,000 or in excess of $15,000 in the base compensation ofaggregate, or made increased, or experienced any other material change in the employment terms forany assumptions underlying or methods of calculating, any of its directorsbad debt, officers and employeescontingency or other reserves; (f) paid, except for increases discharged or changes reflecting satisfied any material claims, liabilities or based upon changed responsibilities obligations (absolute, accrued, contingent or duties made otherwise) other than the payment, discharge or satisfaction in the ordinary course of business and consistent with past practice of claims, liabilities and ordinary annual adjustments not to exceed 10% of obligations reflected or reserved against in the base compensation of such director, officer Company Balance Sheet or employee prior to such adjustment; (h) adopted, modified or terminated any bonus, profit-sharing, incentive, severance or other plan or contract for the benefit of any of its directors, officers and employees other than changes which do not materially increase the aggregate cost of such plan or contract; (i) except for provision of services or sales incurred in the ordinary course of business and consistent with past practice since the date of the Company Balance Sheet, or prepaid any obligation having a fixed maturity of more than ninety (90) days from the date such obligation was issued or incurred; (g) knowingly permitted or allowed any of its property or assets (real, personal or mixed, tangible or intangible) to be subjected to any mortgage, pledge, lien, security interest, encumbrance, restriction or charge, except in the ordinary course of business and consistent with past practice, ; (h) purchased or sold, leased, licensed, assigned, transferred, conveyed transferred or otherwise disposed of any of its material properties or assets (real, personal or property having 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 book or market value in excess matter of $50,000public knowledge; (j) entered into made any new line single capital expenditure or commitment in excess of business$5,000 for additions to property, orplant, except equipment or intangible capital assets or made aggregate capital expenditures in excess of $25,000 for transactions 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 Company, 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, indebtedness or otherwise, other than payments of compensation in the ordinary course of business and consistent with past practices, incurred or committed to incur any capital expenditures, obligations or liabilities in connection therewith in excess of $50,000 in the aggregate; (k) acquired or agreed to acquire by merging or consolidating with, or agreed to acquire by purchasing a substantial portion of the assets of, or in any other manner, any business of any other Person; (l) made any cancellation or waiver of (i) any right material to the operation of the business of the Company or any of its Subsidiaries or (ii) any material debts or claims of the Company or a Subsidiarypractice; (m) made paid, loaned or advanced any disposition (including any license) ofamount to, or abandoned sold, transferred or failed leased any properties or assets (real, personal or mixed, tangible or intangible) to maintain any of the Company's shareholders, officers, directors or enforce any material Intellectual Property Rights owned or used by the Company employees or any affiliate of its Subsidiaries;any of the Company's shareholders, officers, directors or employees, except compensation 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; or (n) except in the ordinary course of business consistent with past practices, entered into any agreement, arrangement or transaction with any Affiliate of the Company; or (o) agreed to (i) do any of the things described in the preceding clauses (a) through (n) or (ii) takeagreed, whether in writing or otherwise, to take any action which, if taken prior to the date of this Agreement, would have made any representation or warranty described in this Article II untrue or incorrectSection 2.8.

Absence of Certain Changes or Events. Except as disclosed otherwise set forth in Section 2.09 of the Disclosure Schedule DISCLOSURE LETTER or as expressly contemplated by this Agreement, since December May 31, 20041996, neither the Company nor Tich▇▇▇▇ ▇▇▇panies, taken as a whole, have not suffered any of its Subsidiaries has, directly or indirectlyMaterial Adverse Effect resulting from any activities pursuant to which the Tich▇▇▇▇ ▇▇▇panies: (a) redeemed, purchased, otherwise acquired, Discharged or agreed to redeem, purchase or otherwise acquire, satisfied any shares of its capital stock, or declared, set aside Lien or paid any dividend obligation or otherwise made a distribution (whether in cashliability, stock absolute or property or any combination thereof) in respect of its capital stock (contingent, other than between current liabilities incurred and paid in the Company ordinary course of business and a wholly-owned Subsidiary thereof)consistent with past practices; (b) authorized for issuancePaid or declared any dividends or distributions, issuedpurchased, soldredeemed, deliveredacquired or retired any indebtedness, granted or issued any options, warrants, calls, subscriptions stock or other rights forsecurities from its shareholders, or otherwise agreed or committed to issue, sell, deliver or grant any shares of any class of its capital stock other securityholders or any securities convertible into other Person, made any loans or exchangeable advances or exercisable for shares of guaranteed any class of its capital stock, loans or advances to any Person (other than pursuant loans, advances or guaranties made to subsidiaries or in the ordinary course of business and in accordance consistent with (i) the Company Stock Option Plans or the Stock Purchase Plans or (ii) as listed in Section 2.03 of the Disclosure Schedulepast practices); (c) Except for Permitted Encumbrances, suffered or permitted any Lien to arise or be granted or created against or upon any of its assets; (d) Cancelled, waived or released any rights or claims against, or indebtedness owed by, third parties in excess of $25,000; (e) Amended its certificate or articles of incorporation or bylaws; (f) Made or permitted any amendment, supplement, modification or termination of any Tich▇▇▇▇ ▇▇▇erial Agreement; (g) Sold, leased, transferred, assigned or otherwise disposed of any assets that, individually or in the aggregate, had a value at the time of such lease, transfer, assignment or disposition of $500,000 or more (and, in each case where a sale, lease, transfer, assignment or other disposition was made, it was made for fair consideration in the ordinary course of business); (h) Paid, loaned or advanced (other than the payment, advance or reimbursement of expenses in the ordinary course of business) any amounts to, or sold, transferred or leased any of its assets to, or entered into any other transactions with, any of its Affiliates, other than loans and advances to Tich▇▇▇▇ ▇▇▇sidiaries; (i) Made any material change in any of the accounting principles followed by it or the method of applying such principles; (j) Entered into any material transactions (other than as contemplated by this Agreement) except in the ordinary course of business and consistent with past practicepractices; (k) Accelerated, terminated or cancelled any agreement, contract, lease or license (ior series of related agreements, contracts, leases and licenses) created involving more than $100,000 to which any of the Tich▇▇▇▇ ▇▇▇panies is a party or incurred by which any Indebtednessof them is bound; (l) Issued any note, bond or other debt security or created, incurred, assumed or guaranteed any indebtedness for borrowed money or capitalized lease obligations involving more than $100,000 in the aggregate (ii) assumed, guaranteed, endorsed or otherwise as an accommodation become responsible for the obligations of any other individual, firm or corporation, made any loans or advances to any other individual, firm or corporation, (iii) entered into any commitment or transaction material than pursuant to the Company Bank Credit Agreement or the Term Loan); (m) Delayed or postponed the payment of accounts payable and its Subsidiaries, taken as a whole, (iv) incurred any material other liabilities outside the ordinary course of business consistent with past practice or (v) subjected any asset to any Lienbusiness; (dn) other than the Accounting ChangeoverIssued, instituted any material change in its accounting methods, principles or practices except as required by US GAAP; (e) revalued any of its respective assets in any material respect, including without limitation, writing down the value of inventory or writing off notes or accounts receivables, except for amounts previously reserved as reflected in the December 31, 2004 balance sheet; (f) suffered any damage, destruction or loss, whether covered by insurance or not, except for such as would not, individually or in the aggregate, have a Company Material Adverse Effect; (g) granted any increase in the base compensation of, or made any other material change in the employment terms for, any of its directors, officers and employees, except for increases or changes reflecting or based upon changed responsibilities or duties made in the ordinary course of business consistent with past practice and ordinary annual adjustments not to exceed 10% of the base compensation of such director, officer or employee prior to such adjustment; (h) adopted, modified or terminated any bonus, profit-sharing, incentive, severance or other plan or contract for the benefit of any of its directors, officers and employees other than changes which do not materially increase the aggregate cost of such plan or contract; (i) except for provision of services or sales in the ordinary course of business consistent with past practice, sold, leased, licensed, assigned, transferred, conveyed sold or otherwise disposed of any of its assets capital stock or property having a book granted any options, warrants or market value other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock; (o) Expended or committed to expend capital in excess of $50,000500,000; (jp) entered into Made any new line of business, or, except for transactions change in tax elections or the ordinary course of business consistent with past practices, incurred or committed to incur any capital expenditures, obligations or liabilities in connection therewith in excess of $50,000 in the aggregatemanner taxes are reported; (kq) acquired or agreed to acquire by merging or consolidating with, or agreed to acquire by purchasing a substantial portion of Accelerated the assets of, or in any other manner, any business vesting period of any other Person; (l) made any cancellation option or waiver of (i) any right material to the operation of the business of the Company or any of its Subsidiaries or (ii) any material debts or claims of the Company or a Subsidiary; (m) made any disposition (including any license) of, or abandoned or failed to maintain or enforce any material Intellectual Property Rights owned or used by the Company or any of its Subsidiaries; (n) except in the ordinary course of business consistent with past practices, entered into any agreement, arrangement or transaction with any Affiliate of the Companywarrant; or (o) agreed to (i) do any of the things described in the preceding clauses (a) through (n) or (ii) take, whether in writing or otherwise, any action which, if taken prior to the date of this Agreement, would have made any representation or warranty in this Article II untrue or incorrect.

Absence of Certain Changes or Events. (a) Except as disclosed in Section 2.09 of Schedule 3.12(a), since the Disclosure Balance Sheet Date, the Business has been conducted in the ordinary course consistent with past practice. (b) Since the Balance Sheet Date through the date hereof and except as set forth in Schedule 3.12(b) or as expressly contemplated by this Agreement, since December 31, 2004, neither the Company nor any of its Subsidiaries has, directly or indirectlythere has not been: (a) redeemed, purchased, otherwise acquired, or agreed to redeem, purchase or otherwise acquire, any shares of its capital stock, or declared, set aside or paid any dividend or otherwise made a distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock (other than between the Company and a wholly-owned Subsidiary thereof); (b) authorized for issuance, issued, sold, delivered, granted or issued any options, warrants, calls, subscriptions or other rights for, or otherwise agreed or committed to issue, sell, deliver or grant any shares of any class of its capital stock or any securities convertible into or exchangeable or exercisable for shares of any class of its capital stock, other than pursuant to and in accordance with (i) the Company Stock Option Plans any event, occurrence, development or the Stock Purchase Plans state of circumstances or (ii) as listed in Section 2.03 of the Disclosure Schedule; (c) except in the ordinary course of business consistent with past practice, (i) created or incurred any Indebtedness, (ii) assumed, guaranteed, endorsed or otherwise as an accommodation become responsible for the obligations of any other individual, firm or corporation, made any loans or advances to any other individual, firm or corporation, (iii) entered into any commitment or transaction material to the Company and its Subsidiaries, taken as a whole, (iv) incurred any material liabilities outside the ordinary course of business consistent with past practice or (v) subjected any asset to any Lien; (d) other than the Accounting Changeover, instituted any material change in its accounting methods, principles or practices except as required by US GAAP; (e) revalued any of its respective assets in any material respect, including without limitation, writing down the value of inventory or writing off notes or accounts receivables, except for amounts previously reserved as reflected in the December 31, 2004 balance sheet; (f) suffered any damage, destruction or loss, whether covered by insurance or not, except for such as would notfacts that, individually or in the aggregate, has had or could reasonably be expected to have a Company Material Adverse Effect; (gii) granted any increase in the base compensation ofincurrence, assumption or made any other material change in the employment terms for, any of its directors, officers and employees, except for increases or changes reflecting or based upon changed responsibilities or duties made in the ordinary course of business consistent with past practice and ordinary annual adjustments not to exceed 10% of the base compensation of such director, officer or employee prior to such adjustment; (h) adopted, modified or terminated any bonus, profit-sharing, incentive, severance or other plan or contract for the benefit guarantee by Seller of any of its directors, officers and employees indebtedness for borrowed money with respect to the Business other than changes which do not materially increase the aggregate cost of such plan or contract; (i) except for provision of services or sales in the ordinary course of business consistent with past practice, sold, leased, licensed, assigned, transferred, conveyed or otherwise disposed of any of its assets or property having a book or market value in excess of $50,000; (j) entered into any new line of business, or, except for transactions in the ordinary course of business consistent with past practices, incurred in each case that may bind or committed to incur any capital expenditures, obligations or liabilities in connection therewith in excess of $50,000 in the aggregate; (k) acquired or agreed to acquire by merging or consolidating with, or agreed to acquire by purchasing a substantial portion of the assets of, or in any other manner, any business of any other Person; (l) made any cancellation or waiver of (i) any right material to the operation of the business of the Company obligate Buyer or any of its Subsidiaries Affiliates in any way upon or (ii) any material debts or claims as a result of the Company or a Subsidiaryconsummation of the transactions contemplated hereby; (miii) any making of any loan, advance or capital contributions to or investment in any Person other than loans, advances, capital contributions or investments made any disposition (including any license) of, or abandoned or failed to maintain or enforce any material Intellectual Property Rights owned or used by the Company or any of its Subsidiaries; (n) except in the ordinary course of business consistent with past practices, entered into in each case that may bind or obligate Buyer or any agreement, arrangement of its Affiliates in any way upon or transaction with any Affiliate as a result of the Companyconsummation of the transactions contemplated hereby; (iv) any damage, destruction or loss, whether or not covered by insurance, with respect to the property and assets of the Stations having a replacement cost of more than $10,000 for any single loss or $20,000 for all such losses; (v) instituted or settled any material legal proceeding by Seller relating to the Business; (vi) any transaction or commitment made, or any contract or agreement entered into, by Seller relating to the Business or Purchased Assets (including the acquisition or disposition of any assets) or any relinquishment by Seller of any contract or other right, in either case, other than transactions and commitments in the ordinary course of business consistent with past practices and those contemplated by this Agreement; (vii) any material change in the Stations’ usage or patterns of usage of Program Rights, any material change in the broadcast hours or in the percentages of types of programming broadcast by the Stations or any other material change in the programming policies of the Stations; (viii) the creation or other incurrence by Seller of any Lien on any asset relating to the Business other than Permitted Liens; (ix) any (A) establishment of any bonus, insurance, employment, severance, deferred compensation, pension, retirement, profit sharing, stock option (including any grant of any stock options, stock appreciation rights, performance awards or restricted stock awards), stock purchase or other employee benefit plan (or any amendment to any such existing agreement), (B) grant of any severance or termination pay to any officer of Seller or employee of the Business, or (C) increase or change to the rate or nature of the compensation (including wages, salaries and bonuses) that is paid or payable or to become payable to any Person employed by the Stations, except (x) in each case, as may be required by Law or existing contracts or applicable collective bargaining agreements that have previously been disclosed to Buyer and (y) in the ordinary course of business consistent with past practices with respect to Persons who are not either (i) responsible for any principal administrative, operating or financial function of the Business or (ii) talent; (x) any labor dispute, other than routine individual grievances, or any activity or proceeding by a labor union or representative thereof to organize any employees of the Stations, which employees were not subject to a collective bargaining agreement at the Balance Sheet Date, or any lockouts, strikes, slowdowns, work stoppages or threats thereof by or with respect to any employees of the Stations; (xi) any sale of Real Property; (xii) any change in any method of accounting or accounting practice by Seller with respect to the Business except for any such change required by reason of a concurrent change in GAAP; or (oxiii) agreed any agreement or commitment to (i) do any of the things described in the preceding clauses (a) through (n) or (ii) take, whether in writing or otherwise, any action which, if taken prior to the date of this Agreement, would have made any representation or warranty anything set forth in this Article II untrue or incorrectSection 3.12.

Absence of Certain Changes or Events. Except as disclosed in set forth on Section 2.09 6.9 of the Disclosure Schedule Memorandum or as expressly otherwise contemplated by this Agreement, since December 31the Balance Sheet Date to the date of this Agreement, 2004, neither a Company Material Adverse Effect has not occurred and the Company nor and its Subsidiaries have conducted their businesses in the Ordinary Course, and have not engaged in any of its Subsidiaries has, directly or indirectlythe following activities: (a) issued any shares of capital stock, warrants, options or other equity securities, or redeemed, purchased, or otherwise acquiredacquired any outstanding shares of the capital stock or other equity securities issued by it; (b) split, combined, subdivided, or agreed to redeem, purchase or otherwise acquire, reclassified any of its shares of its capital stock, stock or other equity securities or declared, set aside aside, or paid any dividend or otherwise made a any other distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock (other than between dividends paid in cash consistent with the Company Company’s and a wholly-owned Subsidiary thereof); (beach of its Subsidiary’s historical dividend practices) authorized for issuance, issued, sold, delivered, granted or issued with respect to any options, warrants, calls, subscriptions or other rights for, or otherwise agreed or committed to issue, sell, deliver or grant any of its shares of any class of its capital stock or any securities convertible into or exchangeable or exercisable for shares of any class of its capital stock, other than pursuant to and in accordance with (i) the Company Stock Option Plans or the Stock Purchase Plans or (ii) as listed in Section 2.03 of the Disclosure Scheduleequity securities; (c) except in the ordinary course of business consistent with past practice, (i) created or incurred adopted any Indebtedness, (ii) assumed, guaranteed, endorsed or otherwise as an accommodation become responsible for the obligations of any other individual, firm or corporation, made any loans or advances to any other individual, firm or corporation, (iii) entered into any commitment or transaction material amendment to the Company and its Subsidiaries, taken as a whole, (iv) incurred any material liabilities outside the ordinary course Organizational Documents of business consistent with past practice or (v) subjected any asset to any Lien; (d) other than the Accounting Changeover, instituted any material change in its accounting methods, principles or practices except as required by US GAAP; (e) revalued any of its respective assets in any material respect, including without limitation, writing down the value of inventory or writing off notes or accounts receivables, except for amounts previously reserved as reflected in the December 31, 2004 balance sheet; (f) suffered any damage, destruction or loss, whether covered by insurance or not, except for such as would not, individually or in the aggregate, have a Company Material Adverse Effect; (g) granted any increase in the base compensation of, or made any other material change in the employment terms for, any of its directors, officers and employees, except for increases or changes reflecting or based upon changed responsibilities or duties made in the ordinary course of business consistent with past practice and ordinary annual adjustments not to exceed 10% of the base compensation of such director, officer or employee prior to such adjustment; (h) adopted, modified or terminated any bonus, profit-sharing, incentive, severance or other plan or contract for the benefit of any of its directors, officers and employees other than changes which do not materially increase the aggregate cost of such plan or contract; (i) except for provision of services or sales in the ordinary course of business consistent with past practice, sold, leased, licensed, assigned, transferred, conveyed or otherwise disposed of any of its assets or property having a book or market value in excess of $50,000; (j) entered into any new line of business, or, except for transactions in the ordinary course of business consistent with past practices, incurred or committed to incur any capital expenditures, obligations or liabilities in connection therewith in excess of $50,000 in the aggregate; (k) acquired or agreed to acquire by merging or consolidating with, or agreed to acquire by purchasing a substantial portion of the assets of, or in any other manner, any business of any other Person; (l) made any cancellation or waiver of (i) any right material to the operation of the business of the Company or any of its Subsidiaries or (ii) any material debts or claims of the Company or a Subsidiary; (m) made any disposition (including any license) of, or abandoned or failed to maintain or enforce any material Intellectual Property Rights owned or used by the Company or any of its Subsidiaries; (nd) (i) entered into any transaction with, or increased or accelerated in any manner the rate or terms of compensation or benefits of any of its directors, officers, employees, or consultants except as may be required under an applicable Legal Requirement or any Benefit Plan or such increases as are granted in the Ordinary Course; (ii) paid or agreed to pay any pension, retirement allowance, or other employee benefit not contemplated by any Benefit Plan to any director, officer, consultant, or employee, whether past or present, other than in the Ordinary Course or as required by a Legal Requirement; (iii) entered into or adopted any employment, bonus, severance, retirement contract, or employee benefit plan, or amended any existing Benefit Plan, in each case other than as required by Legal Requirement or an existing Benefit Plan; or (iv) terminated any management-level employees; (e) incurred any Indebtedness outside the Ordinary Course; (f) mortgaged, pledged, or subjected any material Assets to any Lien or created, imposed, or otherwise incurred any Lien upon any material Assets (other than Permitted Liens); (g) except in the ordinary course Ordinary Course, sold, leased, transferred, or otherwise disposed of, any of its material Assets or properties; (h) made (or forgave) any loans, advances, or capital contributions, except advances for travel and other normal business expenses to officers and employees in the Ordinary Course; (i) incurred any capital expenditures in excess of One Hundred Thousand Dollars ($100,000); (j) materially amended, entered into, or terminated any Material Contract or any Real Property Lease; (k) cancelled, waived, compromised, or released of any claims or rights under any Material Contract or Real Property Lease or any other material claims or rights pertaining to its Assets or operations; (l) settled or compromised or offered to settle or compromise (or amended a settlement or compromise of) any Proceeding; (m) acquired any operating business or Person, by merger or consolidation, purchase of substantial assets or equity interests, or by any other manner, in a single transaction or a series of related transactions; (n) entered into any new line of business or services; (o) written down or written up (or failed to write-down or write-up) in accordance with GAAP consistent with past practice the value of any accounts receivable or revalued any other assets other than in the Ordinary Course; (p) changed, in any material respect, its cash management practices and policies, practices, and procedures with respect to the collection of accounts receivable, establishment of reserves for uncollectible receivables, prepayment of expenses, accrual of expenses, or deferral of revenue; (q) made any change in any method of accounting or auditing practice other than those required by GAAP or GAGAS; (r) entered into any Contract or transaction with any Seller or any Affiliate of a Seller; (s) except as required by applicable Legal Requirements, made or changed any Tax election, changed an annual accounting period, adopted or changed any accounting method, filed any amended Tax Return, entered into any closing agreement, arrangement settled any Tax Claim relating to the Company or transaction with any Affiliate Subsidiary, surrendered any right to a claim for refund of Taxes, submitted any claim for a refund of Taxes, or consented to any extension or waiver of the Companylimitation period applicable to any Tax Claim relating to the Company or any Subsidiary; (t) experienced any damage, destruction, or loss in an amount in excess of One Hundred Thousand Dollars ($100,000) (whether or not covered by the insurance policies set forth on Section 6.22 of the Disclosure Memorandum) to any of the Assets; (u) canceled, reduced, or not renewed any insurance policy set forth on Section 6.22 of the Disclosure Memorandum; (v) paid, or made any accrual or arrangement for the payment of, any increase in compensation, bonuses, or special compensation of any kind to any employee of the Company or any of its Subsidiaries other than in the Ordinary Course; (w) entered into or amended any new employment, severance, bonus, consulting, retention, retirement, equity, or other compensation agreement, except for Contracts with newly hired employees or contractors of the Company or any of its Subsidiaries in the Ordinary Course with an annual base salary or consulting fees and incentive compensation opportunity that do not exceed One-Hundred Thousand Dollars ($100,000); (x) adopted any plan of merger, consolidation, reorganization, liquidation, or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Legal Requirement or consent to the filing of any bankruptcy petition against it under any similar Legal Requirement; (y) other than in the Ordinary Course or due to applicable Legal Requirements, amended or adopted any Benefit Plan or labor agreement affecting any employee or consultant of the Company or any of its Subsidiaries; or (oz) agreed in writing to (i) do take any of the things described in the preceding clauses (a) through (n) or (ii) take, whether in writing or otherwise, any action which, if taken prior to the date of this Agreement, would have made any representation or warranty in this Article II untrue or incorrectforegoing actions.

Absence of Certain Changes or Events. Except as disclosed Since December 31, 1996, Seller has conducted the Business in Section 2.09 the Ordinary Course of Business and has maintained Seller's records and books of account relating to the Disclosure Schedule or as expressly contemplated by this AgreementBusiness in a manner that fairly and accurately reflects Seller's transactions, assets, and liabilities in accordance with standard accounting practices consistently applied, and, since December 31, 20041996, neither there has been no adverse change in the Company nor any condition of its Subsidiaries hasthe Business, directly financial or indirectly: otherwise, or in Seller's properties. In particular, and without limiting the foregoing, since December 31, 1996, Seller has not with respect to the Business: (a) redeemedpaid, purchaseddischarged, otherwise acquiredor satisfied any claim, liability, or obligation except for claims, liabilities, and obligations disclosed or reserved against on the Closing Balance Sheet or incurred since December 31, 1996 in the Ordinary Course of Business and consistent with past practice; (b) written down or written off any item of inventory or written down or written off any note or account receivable as uncollectible; (c) canceled or waived, or agreed to redeem, purchase cancel or otherwise acquirewaive, any shares of its capital stockdebt, claim, or declared, set aside right (absolute or paid any dividend contingent) having a value or otherwise made a distribution potential value in excess of $10,000; (whether in cash, stock or property or any combination thereof) in respect of its capital stock (other than between the Company and a wholly-owned Subsidiary thereof); (b) authorized for issuance, issued, sold, delivered, granted or issued any options, warrants, calls, subscriptions or other rights for, or otherwise agreed or committed to issue, sell, deliver or grant any shares of any class of its capital stock or any securities convertible into or exchangeable or exercisable for shares of any class of its capital stock, other than pursuant to and in accordance with (i) the Company Stock Option Plans or the Stock Purchase Plans or (ii) as listed in Section 2.03 of the Disclosure Schedule; (c) except in the ordinary course of business consistent with past practice, (i) created or incurred any Indebtedness, (ii) assumed, guaranteed, endorsed or otherwise as an accommodation become responsible for the obligations of any other individual, firm or corporation, made any loans or advances to any other individual, firm or corporation, (iii) entered into any commitment or transaction material to the Company and its Subsidiaries, taken as a whole, (iv) incurred any material liabilities outside the ordinary course of business consistent with past practice or (vd) subjected any asset assets to any Lien; (d) claim, lien, mortgage, security interest, encumbrance, charge, or other than the Accounting Changeover, instituted any material change in its accounting methods, principles or practices except as required by US GAAP; restriction; (e) revalued any of its respective assets in any material respect, including without limitation, writing down the value of inventory or writing off notes or accounts receivables, except for amounts previously reserved as reflected in the December 31, 2004 balance sheet; (f) suffered any damage, destruction or loss, whether covered by insurance or not, except for such as would not, individually or in the aggregate, have a Company Material Adverse Effect; (g) granted any increase in the base compensation of, or made any other material change in the employment terms for, any of its directors, officers and employees, except for increases or changes reflecting or based upon changed responsibilities or duties made in the ordinary course of business consistent with past practice and ordinary annual adjustments not to exceed 10% of the base compensation of such director, officer or employee prior to such adjustment; (h) adopted, modified or terminated any bonus, profit-sharing, incentive, severance or other plan or contract for the benefit of any of its directors, officers and employees other than changes which do not materially increase the aggregate cost of such plan or contract; (i) except for provision of services or sales in the ordinary course of business consistent with past practice, sold, leased, licensed, assigned, transferred, conveyed or otherwise disposed of any assets except in the Ordinary Course of its assets Business; (f) disposed of or permitted a lapse of any license, permit, patent, trademark, trade name, or copyright; (g) disposed of or disclosed to any person any trade secret, formula, process, or know- how; (h) increased the compensation of, or declared or agreed to pay a bonus to, any officer or employee, except regularly scheduled increases in compensation to non-officer employees in the Ordinary Course of Business and any increase to ▇▇. ▇▇▇▇▇▇▇▇; (i) suffered a loss of or a reduction in working capital available for current or prospective operations; (j) made any payment, loan, or advance to, or entered into any agreement or arrangement (including agreements and arrangements relating to the sale, transfer, or lease of property having a book or market value other assets) with, any director, officer, employee, or shareholder; (k) made any capital expenditure, purchase order, or commitment in excess of $50,000; 10,000 for additions to property, plant, equipment, or otherwise; (jl) purchased or placed a purchase order for inventory, supplies, or any other items, or entered into any new line of business, or, except for transactions other agreement or transaction other than in the ordinary course Ordinary Course of business consistent with past practices, incurred or committed to incur any capital expenditures, obligations or liabilities in connection therewith in excess of $50,000 in the aggregate; (k) acquired or agreed to acquire by merging or consolidating with, or agreed to acquire by purchasing a substantial portion of the assets of, or in any other manner, any business of any other Person; (l) made any cancellation or waiver of (i) any right material to the operation of the business of the Company or any of its Subsidiaries or (ii) any material debts or claims of the Company or a Subsidiary; Business; (m) made suffered any disposition (including any license) ofloss of or damage to physical property or other assets, whether or abandoned or failed to maintain or enforce any material Intellectual Property Rights owned or used not covered by the Company or any of its Subsidiaries; insurance; (n) except as disclosed in the ordinary course of business consistent with past practices, entered into any agreement, arrangement or transaction with any Affiliate Section 3.9 of the CompanyDisclosure Statement, paid or incurred any obligation to pay any dividends or other distributions with respect to Seller's capital stock; or (o) agreed to (i) do any issued or authorized capital stock of the things described in the preceding clauses (a) through (n) Seller; or (iip) takeviolated any federal, whether in writing state, local, or otherwiseforeign law, any action whichstatute, if taken prior to the date of this Agreementordinance, would have made any representation regulation, or warranty in this Article II untrue or incorrectorder.

Absence of Certain Changes or Events. Except as disclosed set out in Section 2.09 of the Disclosure this Agreement or in Schedule or as expressly contemplated by this Agreement4.1(43), since December 31, 20042006 for Sections (a), (b) and (g) through (l) and since September 30, 2006 for Sections (c) through (f), neither the Company Corporation nor any of its the Subsidiaries has, directly or indirectly:have (other than as set out in the Schedules): (a) redeemed, purchased, otherwise acquired, or agreed to redeem, purchase or otherwise acquire, suffered any shares of its capital stock, or declared, set aside or paid any dividend or otherwise made a distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock (other than between the Company and a wholly-owned Subsidiary thereof)Material Adverse Change; (b) authorized for issuance, issued, sold, delivered, granted amended its articles or issued any options, warrants, calls, subscriptions or other rights for, or otherwise agreed or committed to issue, sell, deliver or grant any shares of any class of its capital stock or any securities convertible into or exchangeable or exercisable for shares of any class of its capital stock, other than pursuant to and in accordance with (i) the Company Stock Option Plans or the Stock Purchase Plans or (ii) as listed in Section 2.03 of the Disclosure Scheduleby-laws; (c) declared or made any payment of any dividend or other distribution in respect of its shares and has not redeemed, purchased or otherwise acquired any shares; (d) issued or sold any shares or other securities or issued, sold or granted any option, warranty or right to purchase any shares or other securities; (e) disposed of any of the Assets reflected on the balance sheet forming part of the Financial Statements, except sales of Assets in the ordinary normal course of business consistent with past practicebusiness; (f) changed any accounting or costing systems or methods in any material respect; (g) suffered any extraordinary loss or cancelled or waived any debt, claim or other right; (h) incurred or assumed any liabilities, obligations or indebtedness (whether accrued, absolute, contingent or otherwise), except unsecured current liabilities, obligations and indebtedness incurred in the normal course of business; (i) created made or incurred granted any Indebtednessbonus, increased the compensation paid (iiother than for normal merit and cost of living increases) assumed, guaranteed, endorsed or otherwise as an accommodation become responsible for the obligations of any other individual, firm or corporation, made any loans or advances to any other individualDirector, firm Officer or corporation, (iii) entered into any commitment or transaction material to the Company and its Subsidiaries, taken as a whole, (iv) incurred any material liabilities outside the ordinary course of business consistent with past practice or (v) subjected any asset to any Lien; (d) other than the Accounting Changeover, instituted any material change in its accounting methods, principles or practices except as required by US GAAP; (e) revalued any of its respective assets in any material respect, including without limitation, writing down the value of inventory or writing off notes or accounts receivables, except for amounts previously reserved as reflected in the December 31, 2004 balance sheet; (f) suffered any damage, destruction or loss, whether covered by insurance or not, except for such as would not, individually or in the aggregate, have a Company Material Adverse Effect; (g) granted any increase in the base compensation of, or made any other material change in the employment terms for, any of its directors, officers and employees, except for increases or changes reflecting or based upon changed responsibilities or duties made in the ordinary course of business consistent with past practice and ordinary annual adjustments not to exceed 10% of the base compensation of such director, officer or employee prior to such adjustment; (h) adopted, modified or terminated any bonus, profit-sharing, incentive, severance or other plan or contract for the benefit of any of its directors, officers and employees other than changes which do not materially increase the aggregate cost of such plan or contract; (i) except for provision of services or sales in the ordinary course of business consistent with past practice, sold, leased, licensed, assigned, transferred, conveyed or otherwise disposed of any of its assets or property having a book or market value in excess of $50,000Employee; (j) entered into mortgaged, pledged, granted a security interest in or otherwise encumbered any new line of business, orthe Assets, except for transactions in the ordinary normal course of business consistent with past practicesand in amounts which, incurred or committed to incur any capital expenditures, obligations or liabilities in connection therewith in excess of $50,000 individually and in the aggregate;aggregate are not material to the financial condition of the Corporation, the Subsidiaries or operation of the Business. (k) acquired entered into any Material Contract or agreed to acquire by merging or consolidating with, or agreed to acquire by purchasing a substantial portion of the assets of, or in any other manner, any business transaction that was not in the normal course of any other Person;business; or (l) made terminated, cancelled or modified in any material respect or received notice or a request for termination, cancellation or waiver of (i) any right material to the operation of the business of the Company or any of its Subsidiaries or (ii) modification in any material debts or claims respect of the Company or a Subsidiary; (m) made any disposition (including any license) of, or abandoned or failed to maintain or enforce any material Intellectual Property Rights owned or used by the Company or any of its Subsidiaries; (n) except in the ordinary course of business consistent with past practices, entered into any agreement, arrangement or transaction with any Affiliate of the Company; or (o) agreed to (i) do any of the things described in the preceding clauses (a) through (n) or (ii) take, whether in writing or otherwise, any action which, if taken prior to the date of this Agreement, would have made any representation or warranty in this Article II untrue or incorrectMaterial Contract.

Absence of Certain Changes or Events. Except as disclosed in Section 2.09 of the Disclosure Schedule or as expressly contemplated by this AgreementTerremark Documents, since December 31the date of each applicable Terremark Document, 2004, neither the Company nor any of its Subsidiaries has, directly or indirectly: (a) redeemed, purchased, otherwise acquired, or agreed to redeem, purchase or otherwise acquire, any shares of the Purchaser has operated its capital stock, or declared, set aside or paid any dividend or otherwise made a distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock (other than between the Company and a wholly-owned Subsidiary thereof); (b) authorized for issuance, issued, sold, delivered, granted or issued any options, warrants, calls, subscriptions or other rights for, or otherwise agreed or committed to issue, sell, deliver or grant any shares of any class of its capital stock or any securities convertible into or exchangeable or exercisable for shares of any class of its capital stock, other than pursuant to and in accordance with (i) the Company Stock Option Plans or the Stock Purchase Plans or (ii) as listed in Section 2.03 of the Disclosure Schedule; (c) except business in the ordinary course of business consistent with past practice, (ib) created there has not been any change effect or incurred any Indebtedness, (ii) assumed, guaranteed, endorsed or otherwise as an accommodation become responsible for the obligations of any other individual, firm or corporation, made any loans or advances to any other individual, firm or corporation, (iii) entered into any commitment or transaction material to the Company and its Subsidiaries, taken as a whole, (iv) incurred any material liabilities outside the ordinary course of business consistent with past practice or (v) subjected any asset to any Lien; (d) other than the Accounting Changeover, instituted any material change in its accounting methods, principles or practices except as required by US GAAP; (e) revalued any of its respective assets in any material respect, including without limitation, writing down the value of inventory or writing off notes or accounts receivables, except for amounts previously reserved as reflected in the December 31, 2004 balance sheet; (f) suffered any damage, destruction or loss, whether covered by insurance or not, except for such as would notevent, individually or in the aggregate, have that is materially adverse to the business, results of operations, assets, liabilities or financial condition of the Purchaser taken as a Company whole (a “Purchaser Material Adverse Effect; ”), and (gc) the Purchaser has not (i) amended its articles of organization or by-laws, (ii) declared or set aside any dividends or made any other distribution in cash with respect to shares of capital stock of the Purchaser which will not be paid at or prior to Closing other than as contemplated by this Agreement or by the Purchaser’s Series I Convertible Preferred Stock, par value $.001, (iii) declared or made any distributions in securities or property with respect to shares of capital stock of the Purchaser which will not be paid at or prior to Closing, (iv) issued any additional shares of stock or issued, sold or granted any increase option or right to acquire, or otherwise disposed of, any of its unissued shares of stock, other than grants of awards under the Purchaser’s 2005 Executive Incentive Compensation Plan, (v) repurchased or redeemed any of its shares of stock, (vi) merged into or with or consolidated with, any other corporation or acquired the business or assets of any person, (vii) created, incurred, assumed, guaranteed or otherwise become liable or obligated with respect to any Indebtedness in excess of $100,000 in the base compensation ofaggregate, or made any other material change in the employment terms forloan or advance to, or any investment in, any of its directors, officers and employees, except for increases or changes reflecting or based upon changed responsibilities or duties made in the ordinary course of business consistent with past practice and ordinary annual adjustments not to exceed 10% of the base compensation of such director, officer or employee prior to such adjustment; (h) adopted, modified or terminated any bonus, profit-sharing, incentive, severance or other plan or contract for the benefit of any of its directors, officers and employees other than changes which do not materially increase the aggregate cost of such plan or contract; (i) except for provision of services or sales in the ordinary course of business consistent with past practice, sold, leased, licensed, assigned, transferred, conveyed or otherwise disposed of any of its assets or property having a book or market value person in excess of $50,000; (j) entered into any new line of business, or100,000 in the aggregate, except for transactions in each case in the ordinary course of business consistent with past practices, incurred (viii) entered into, amended or committed terminated any agreement which is required to incur be filed with the SEC pursuant to Section 10 of Item 601 of Regulation S-K promulgated under the 1933 Act, (ix) sold, transferred, leased, mortgaged, encumbered or otherwise disposed of, or agreed to sell, transfer, lease, mortgage, encumber or otherwise dispose of, any capital expenditures, obligations properties or liabilities in connection therewith assets in excess of $50,000 100,000 except inventory sold in the aggregate; ordinary course of business, (kx) acquired settled any claim or agreed to acquire by merging or consolidating withlitigation, or agreed to acquire by purchasing a substantial portion of the assets offiled any motions, orders, briefs or settlement agreements in any proceeding before any Governmental Authority or any arbitrator, (xi) incurred or approved, or in entered into any other manneragreement or commitment to make, any business expenditure in excess of any $100,000 in the aggregate (other Person; (l) made any cancellation or waiver of (i) any right material to the operation of the business of the Company or any of its Subsidiaries or (ii) any material debts or claims of the Company or a Subsidiary; (m) made any disposition (including any license) of, or abandoned or failed to maintain or enforce any material Intellectual Property Rights owned or used by the Company or any of its Subsidiaries; (n) except than in the ordinary course of business consistent with past practices), entered into (xii) suffered any agreementloss of property or waived any right, arrangement in each case of a value in excess of $100,000, whether or transaction with not in the ordinary course of business, (xiii) abandoned, withdrawn, allowed to become abandoned, withdrawn or expired, or otherwise relinquished any Affiliate material right or filing relating to any Intellectual Property (as defined in Section 2.17) or a value in excess of the Company; or $100,000, (oxiv) agreed had any litigation or claim in respect of Taxes or environmental liability, in each case of a value in excess of $100,000, instituted or threatened against it or (xv) made any agreement or commitment to (i) do any of the things act described in the preceding clauses (ai)-(xiv) through (n) or (ii) take, whether in writing or otherwise, any action which, if taken prior to the date of this Agreement, would have made any representation or warranty in this Article II untrue or incorrectabove.

Absence of Certain Changes or Events. Except as disclosed in Section 2.09 Schedule 2.2(28), since the date of the Disclosure Schedule or as expressly contemplated by this Agreementmost recent Financial Statements, since December 31the Corporation has carried on the Business in the ordinary course and, 2004in particular, neither the Company nor any of its Subsidiaries hasbut without limitation, directly or indirectlyhas not: (a) redeemedamended its articles or by-laws or similar document adopted or filed in connection with the creation, purchasedformation or organization of the Corporation; (b) except as contemplated by the terms of this Agreement or the Shareholders' Agreement, otherwise acquired, directly or agreed to redeem, purchase or otherwise acquire, any shares of its capital stock, or indirectly declared, set aside for payment or paid any dividend or otherwise made a any other payment or distribution (whether in cash, stock on or property or any combination thereof) in respect of its capital stock (other than between the Company and a wholly-owned Subsidiary thereof); (b) authorized for issuance, issued, sold, delivered, granted or issued any options, warrants, calls, subscriptions or other rights for, or otherwise agreed or committed to issue, sell, deliver or grant any shares of any class of its capital stock or any securities convertible into or exchangeable or exercisable for shares of any class of its capital stock, other than pursuant to and in accordance with (i) the Company Stock Option Plans or the Stock Purchase Plans or (ii) as listed in Section 2.03 of the Disclosure ScheduleShares; (c) redeemed, purchased, retired or otherwise acquired, directly or indirectly, any of its Shares; (d) issued or sold any shares or other securities or issued, sold or granted any option, warrant or right to purchase any of its shares or other securities or issued any security convertible into its shares, granted any registration rights or otherwise made any change to its authorized or issued share capital; (e) disposed of or revalued any of the assets reflected on the balance sheet forming part of the most recent Financial Statements, except sales of inventory in the ordinary course of business; (f) changed any accounting principles, policies, practices or methods; (g) incurred or assumed any liabilities or obligations, except unsecured current liabilities incurred in the ordinary course of business consistent with past practice, and any long-term debt related to the Note Receivable; (h) granted a security interest in or otherwise created a lien on any of its property or assets except: (i) created or incurred any Indebtedness, (ii) assumed, guaranteed, endorsed or otherwise as an accommodation become responsible for the obligations of any other individual, firm or corporation, made any loans or advances to any other individual, firm or corporation, (iii) entered into any commitment or transaction material to the Company and its Subsidiaries, taken as a whole, (iv) incurred any material liabilities outside the ordinary course of business consistent with past practice or (v) subjected any asset to any Lien; (d) other than the Accounting Changeover, instituted any material change in its accounting methods, principles or practices except as required by US GAAP; (e) revalued any of its respective assets in any material respect, including without limitation, writing down the value of inventory or writing off notes or accounts receivables, except for amounts previously reserved as reflected in the December 31, 2004 balance sheet; (f) suffered any damage, destruction or loss, whether covered by insurance or not, except for such as would not, individually or in the aggregate, have a Company Material Adverse Effect; (g) granted any increase in the base compensation of, or made any other material change in the employment terms for, any of its directors, officers and employees, except for increases or changes reflecting or based upon changed responsibilities or duties made in the ordinary course of business consistent business, (ii) in connection with past practice and ordinary annual adjustments not the Conference Centre Project, (iii) in connection with liabilities that are reflected in the Financial Statements or (iv) in connection with costs that are to exceed 10% of be factored into the base compensation of such director, officer or employee prior to such adjustment; (h) adopted, modified or terminated any bonus, profit-sharing, incentive, severance or other plan or contract for the benefit of any of its directors, officers and employees other than changes which do not materially increase the aggregate cost of such plan or contractEstimated Closing Amount Payable; (i) except for provision of services entered into any contract or sales any other transaction that was not in the ordinary course of business consistent with past practice, sold, leased, licensed, assigned, transferred, conveyed or otherwise disposed of any of its assets or property having a book or market value in excess of $50,000business; (j) entered into terminated, cancelled, modified or amended in any new line material respect or received notice or a request for termination, cancellation, modification or amendment of businessany Material Contract to which it is a party or taken or failed to take any action which failure would entitle any party to a Material Contract with the Corporation to terminate, ormodify, except for transactions in the ordinary course of business consistent with past practices, incurred cancel or committed to incur any capital expenditures, obligations or liabilities in connection therewith in excess of $50,000 in the aggregateamend it; (k) cancelled or waived any debt, claim or other right with a value to the Corporation in excess of $10,000; (l) purchased or otherwise acquired or agreed to acquire by merging or consolidating with, or agreed to acquire by purchasing a substantial portion of the assets of, or any interest in any other manner, any business securities of any other Person; (lm) made or rescinded any cancellation material election relating to Taxes, unless required to do so by Applicable Law; (n) settled or waiver compromised any material Tax liability of the Corporation; (o) paid, discharged, canceled, redeemed, repaid, compromised or satisfied any material claim, liabilities, debts or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise) other than in the ordinary course of business, or failed to pay or otherwise satisfy (except if being contested in good faith) any material accounts payable, liabilities, debts or obligations when due and payable; (p) initiated, compromised or settled (i) any right material to the operation of the business of the Company judicial, administrative or any of its Subsidiaries arbitral actions, suits or proceedings (public or private) by or before a Governmental Authority, or (ii) any material debts or claims claim under any insurance policy for the benefit of the Company or a SubsidiaryCorporation; (mq) made any disposition (including capital expenditure or authorized any license) ofcapital expenditure or made any commitment for the purchase, construction or abandoned or failed to maintain or enforce improvement of any material Intellectual Property Rights owned or used by the Company or any of its Subsidiaries;capital assets except Qualifying Capital Expenditures; and (nr) except in the ordinary course of business consistent with past practices, entered into any agreement, arrangement authorized or transaction with any Affiliate of the Company; or (o) agreed or otherwise become committed to (i) do any of the things described in the preceding clauses (a) through (n) or (ii) take, whether in writing or otherwise, any action which, if taken prior to the date of this Agreement, would have made any representation or warranty in this Article II untrue or incorrectforegoing.

Absence of Certain Changes or Events. Except as disclosed in Section 2.09 of the Disclosure Schedule or as expressly contemplated by this Agreement, since Since December 31, 2004, neither the Company nor any of its Subsidiaries has, directly or indirectly1999: (a) redeemedthere has not been any Material Adverse Effect (as defined below) on ▇▇▇▇▇▇▇; (b) there has not been any declaration, purchased, otherwise acquiredsetting aside or payment of any dividend on, or agreed to redeem, purchase or otherwise acquire, any shares of its capital stock, or declared, set aside or paid any dividend or otherwise made a other distribution (whether in cash, stock or property or any combination thereofproperty) in respect of, any of its ▇▇▇▇▇▇▇'▇ capital stock, or any purchase, redemption or other acquisition by ▇▇▇▇▇▇▇ of any of ▇▇▇▇▇▇▇'▇ capital stock (or any other than between the Company and a wholly-owned Subsidiary thereof); (b) authorized for issuance, issued, sold, delivered, granted securities of ▇▇▇▇▇▇▇ or issued any options, warrants, calls, subscriptions calls or rights to acquire any such shares or other rights forsecurities except for repurchases from employees following their termination pursuant to the terms of their pre-existing stock option or purchase agreements; (c) ▇▇▇▇▇▇▇ has not issued, delivered, sold, authorized, pledged or otherwise agreed encumbered or committed to issueproposed any of the foregoing with respect to, sell, deliver or grant any shares of any class of its capital stock or any securities convertible into or exchangeable or exercisable for shares of any class of its capital stock, or subscriptions, rights, warrants or options to acquire any shares of capital stock or any securities convertible into shares of capital stock, or enter into other than pursuant agreements or commitments of any character obligating it to and in accordance with (i) the Company Stock Option Plans issue any such shares or the Stock Purchase Plans or (ii) as listed in Section 2.03 of the Disclosure Scheduleconvertible securities; (cd) there has not been any split, combination or reclassification of any of ▇▇▇▇▇▇▇'▇ capital stock; (e) there has not been any granting by ▇▇▇▇▇▇▇ of any increase in compensation or fringe benefits, except for normal increases of cash compensation to non-officer employees in the ordinary course Ordinary Course of business Business (as defined below) consistent with past practice, (i) created or incurred any Indebtedness, (ii) assumed, guaranteed, endorsed or otherwise as an accommodation become responsible for the obligations payment by ▇▇▇▇▇▇▇ of any other individualbonus, firm except for bonuses made to non-officer employees in the Ordinary Course of Business consistent with past practice, or corporationany granting by ▇▇▇▇▇▇▇ of any increase in severance or termination pay or any entry by ▇▇▇▇▇▇▇ into any currently effective employment, made severance, termination or indemnification agreement or any loans agreement the benefits of which are contingent or advances to any other individual, firm or corporation, the terms of which are materially altered upon the occurrence of a transaction involving ▇▇▇▇▇▇▇ of the nature contemplated hereby; (iiif) ▇▇▇▇▇▇▇ has not entered into any commitment licensing or transaction material other agreement with regard to the Company and its Subsidiaries, taken acquisition or disposition of any Intellectual Property (as a whole, (iv) incurred any material liabilities outside the ordinary course of business consistent with past practice or (v) subjected any asset to any Liendefined in Section 2.20); (dg) other than the Accounting Changeover, instituted there has not been any material change by ▇▇▇▇▇▇▇ in its accounting methods, principles or practices practices, except as required by US concurrent changes in GAAP; (eh) revalued there has not been any revaluation by ▇▇▇▇▇▇▇ of any of its respective assets in any material respectassets, including including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivables, except for amounts previously reserved as reflected receivable or any sale of assets of ▇▇▇▇▇▇▇ other than in the December 31, 2004 balance sheet; (f) suffered any damage, destruction or loss, whether covered by insurance or not, except for such as would not, individually or in the aggregate, have a Company Material Adverse Effect; (g) granted any increase in the base compensation of, or made any other material change in the employment terms for, any Ordinary Course of its directors, officers and employees, except for increases or changes reflecting or based upon changed responsibilities or duties made in the ordinary course of business consistent with past practice and ordinary annual adjustments not to exceed 10% of the base compensation of such director, officer or employee prior to such adjustment; (h) adopted, modified or terminated any bonus, profit-sharing, incentive, severance or other plan or contract for the benefit of any of its directors, officers and employees other than changes which do not materially increase the aggregate cost of such plan or contractBusiness; (i) except for provision of services or sales in the ordinary course of business consistent with past practice, ▇▇▇▇▇▇▇ has not sold, leased, licensed, assigned, transferred, conveyed or otherwise disposed of assigned any of its assets or property having a book properties, tangible or market value in excess intangible, outside the Ordinary Course of $50,000Business; (j) entered into any new line of business, or, except for transactions in the ordinary course of business consistent with past practices, incurred or committed to incur any capital expenditures, obligations or liabilities in connection therewith in excess of $50,000 in the aggregate; (k) ▇▇▇▇▇▇▇ has not acquired or agreed to acquire by merging or consolidating with, or agreed to acquire by purchasing any equity interest in or a substantial portion of the assets of, or in by any other manner, any business or any corporation, partnership, association or other business organization or division thereof, or otherwise acquire or agree to acquire any assets or enter into any joint ventures, strategic partnerships or alliances; (k) ▇▇▇▇▇▇▇ has not entered into, assumed or become bound under or obligated by any agreement, contract, lease or commitment (collectively a "▇▇▇▇▇▇▇ AGREEMENT") or extended or modified the terms of any ▇▇▇▇▇▇▇ Agreement which (i) involves the payment of greater than $10,000 per annum or which extends for more than one (1) year, (ii) involves any payment or obligation to any affiliate of ▇▇▇▇▇▇▇ other Personthan in the Ordinary Course of Business, (iii) involves the sale of any material assets, or (iv) involves any license of any ▇▇▇▇▇▇▇ Intellectual Property; (l) no party (including ▇▇▇▇▇▇▇) has accelerated, terminated, made modifications to, or canceled any cancellation agreement, contract, lease, or waiver of (i) license to which ▇▇▇▇▇▇▇ is a party or by which it is bound and ▇▇▇▇▇▇▇ has not modified, canceled or waived or settled any right material to the operation of the business of the Company or any of its Subsidiaries or (ii) any material debts or claims held by it, outside the Ordinary Course of Business, or waived or settled any rights or claims of a substantial value, whether or not in the Company or a SubsidiaryOrdinary Course of Business; (m) made none of the assets of ▇▇▇▇▇▇▇, tangible or intangible, has become subject to any disposition Lien (including any license) of, or abandoned or failed other than assets acquired in the Ordinary Course of Business which became subject to maintain or enforce any material Intellectual Property Rights owned or used by the Company or any of its Subsidiariesa bank lien under an after-acquired property clause); (n) ▇▇▇▇▇▇▇ has not made any capital expenditures except in the ordinary course Ordinary Course of business consistent Business and not exceeding $50,000 in the aggregate of all such capital expenditures; (o) ▇▇▇▇▇▇▇ has not made any capital investment in, or any loan to, any other person; (p) ▇▇▇▇▇▇▇ has not created, incurred, assumed, prepaid or guaranteed any indebtedness for borrowed money and capitalized lease obligations, or extended or modified any existing indebtedness (other than advances under a pre-existing line of credit); (q) Other than in the Ordinary Course of Business to Customers pursuant to valid License Agreements discussed in the Schedules hereto, ▇▇▇▇▇▇▇ has not granted any license or sublicense of any rights under or with past practicesrespect to any ▇▇▇▇▇▇▇ Intellectual Property (as defined below); (r) there has been no change made or authorized in the Articles of Incorporation or bylaws of ▇▇▇▇▇▇▇; (s) there has not been (i) any change in ▇▇▇▇▇▇▇'▇ authorized or issued capital stock, (ii) any grant of any stock option or right to purchase shares of capital stock of ▇▇▇▇▇▇▇, (iii) the issuance of any security convertible into such capital stock, (iv) the grant of any registration rights, (v) any purchase, redemption, retirement, or other acquisition by ▇▇▇▇▇▇▇ of any shares of any such capital stock or (vi) any declaration or payment of any dividend or other distribution or payment in respect of shares of capital stock; (t) ▇▇▇▇▇▇▇ has not experienced any damage, destruction, or loss (whether or not covered by insurance) to its property in excess of $10,000 in the aggregate of all such damage, destruction and losses; (u) ▇▇▇▇▇▇▇ has not suffered any repeated, recurring or prolonged shortage, cessation or interruption of communications, customer access, supplies or utility services; (v) ▇▇▇▇▇▇▇ has not made any loan to, or entered into any other transaction with, or paid any bonuses in excess of an aggregate of $10,000 to, any of its affiliates, directors, officers, or employees or their Affiliates, and, in any event, any such transaction was on fair and reasonable terms no less favorable to ▇▇▇▇▇▇▇ than would be obtained in a comparable arm's length transaction with a Person which is not such a director, officer or employee or Affiliate thereof; (w) ▇▇▇▇▇▇▇ has not entered into any employment contract or collective bargaining agreement, arrangement written or transaction oral, or modified the terms of any existing such contract or agreement; (x) ▇▇▇▇▇▇▇ has not granted any increase in the compensation or fringe benefits of any of its directors or officers, or, except in the Ordinary Course of Business, any of its employees; (y) ▇▇▇▇▇▇▇ has not adopted, amended, modified, or terminated any bonus, profit sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its directors, officers, or employees (or taken any such action with respect to any Affiliate other Plan (as defined below)); (z) ▇▇▇▇▇▇▇ has not made any other change in employment terms for any of its directors or officers, and ▇▇▇▇▇▇▇ has not made any other change in employment terms for any other employees outside the Ordinary Course of Business; (aa) ▇▇▇▇▇▇▇ has not suffered any adverse change or any threat of any adverse change in its relations with, or any loss or threat of loss of, any of its major customers, distributors or partners; (bb) ▇▇▇▇▇▇▇ has not suffered any adverse change or any threat of any adverse change in its relations with, or any loss or threat of loss of, any of it major suppliers; (cc) neither ▇▇▇▇▇▇▇ nor the Affiliates have received notice and have no knowledge of any actual or threatened labor trouble or strike, or any other occurrence, event or condition of a similar character; (dd) ▇▇▇▇▇▇▇ has not changed any of the Companyaccounting principles followed by it or the method of applying such principles; (ee) ▇▇▇▇▇▇▇ has not made a change in any of its banking or safe deposit arrangements; (ff) ▇▇▇▇▇▇▇ has not entered into any transaction other than in the Ordinary Course of Business, except as otherwise disclosed in the Schedules to this Section 2.10; or (ogg) agreed ▇▇▇▇▇▇▇ has not become obligated to (i) do any of the things described in the preceding clauses (a) through (n) or (ii) take, whether in writing or otherwise, any action which, if taken prior to the date of this Agreement, would have made any representation or warranty in this Article II untrue or incorrectforegoing.

Absence of Certain Changes or Events. Except for transactions specifically contemplated in this Agreement or as disclosed in set forth on Section 2.09 3.7 of the Company Disclosure Schedule or as expressly contemplated by this AgreementSchedule, since December May 31, 20042005, neither the Company nor any of its Subsidiaries officers or directors in their representative capacities on behalf of the Company has, directly or indirectly: (a) redeemed, purchased, otherwise acquired, taken any action or entered into or agreed to redeementer into any transaction, purchase agreement or otherwise acquire, any shares of its capital stock, or declared, set aside or paid any dividend or otherwise made a distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock (commitment other than between in the Company and a wholly-owned Subsidiary thereof)ordinary course of business; (b) authorized for issuanceforgiven or canceled any Debt or waived any claims or rights of material value (including, issuedwithout limitation, soldany Debt owing by any Shareholder, deliveredofficer, granted director, employee or issued any options, warrants, calls, subscriptions or other rights for, or otherwise agreed or committed to issue, sell, deliver or grant any shares of any class of its capital stock or any securities convertible into or exchangeable or exercisable for shares of any class of its capital stock, other than pursuant to and in accordance with (i) the Company Stock Option Plans or the Stock Purchase Plans or (ii) as listed in Section 2.03 affiliate of the Disclosure ScheduleCompany); (c) except granted, other than in the ordinary course of business and consistent with past practice, any increase in the compensation of directors, officers, employees or consultants (i) created or incurred including any Indebtedness, (ii) assumed, guaranteed, endorsed or otherwise as an accommodation become responsible for the obligations of any other individual, firm or corporation, made any loans or advances such increase pursuant to any employment or consulting agreement or bonus, pension, profit-sharing, lease payment or other individual, firm plan or corporation, (iiicommitment) entered into or any commitment increase in the compensation payable or transaction material to the Company and its Subsidiaries, taken as a whole, (iv) incurred any material liabilities outside the ordinary course of business consistent with past practice or (v) subjected any asset become payable to any Liendirector, officer, employee or consultant; (d) other than the Accounting Changeover, instituted any material change in its accounting methods, principles or practices except as required by US GAAP; (e) revalued any of its respective assets in any material respect, including without limitation, writing down the value of inventory or writing off notes or accounts receivables, except for amounts previously reserved as reflected in the December 31, 2004 balance sheet; (f) suffered any damagechange having, destruction or lossreasonably likely to have, whether covered by insurance or not, except for such as would not, individually or in the aggregate, have a Company Material Adverse Effect; (ge) granted borrowed or agreed to borrow any increase funds, incurred or become subject to, whether directly or by way of assumption or guarantee or otherwise, any Debt, or any other obligations or liabilities (absolute, accrued, contingent or otherwise) individually in excess of $5,000 or in excess of $10,000 in the base compensation of, or made any other material change in the employment terms for, any of its directors, officers and employeesaggregate, except for increases or changes reflecting or based upon changed responsibilities or duties made liabilities and obligations (other than Debt) that are incurred in the ordinary course of business and consistent with past practice and ordinary annual adjustments not to exceed 10% or increased, or experienced any change in any assumptions underlying or methods of the base compensation of such directorcalculating, officer any bad debt, contingency or employee prior to such adjustmentother reserves; (hf) adoptedpaid, modified discharged or terminated satisfied any bonusmaterial claims, profit-sharingliabilities or obligations (absolute, incentiveaccrued, severance contingent or other plan or contract for the benefit of any of its directors, officers and employees otherwise) other than changes which do not materially increase the aggregate cost of such plan payment, discharge or contract; (i) except for provision of services or sales satisfaction in the ordinary course of business and consistent with past practice of claims, liabilities and obligations reflected or reserved against in the Financial Statements or incurred in the ordinary course of business and consistent with past practice since March 31, 2005; (g) permitted or allowed any of its property or assets (real, personal or mixed, tangible or intangible) to be subjected to any Encumbrance, restriction or charge which remains in existence on the date hereof, except in the ordinary course of business and consistent with past practice, ; (h) purchased or sold, leased, licensed, assigned, transferred, conveyed transferred or otherwise disposed of any of its material properties or assets (real, personal or property having mixed, tangible or intangible) other than as contemplated by this Agreement or sales or licenses of software and services in the ordinary course of business; (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 material trade secret, formula, process or know-how not theretofore a book or market value in excess matter of $50,000public knowledge; (j) entered into made any new line single capital expenditure or commitment in excess of business$5,000 for additions to property, orplant, except equipment or intangible capital assets or made aggregate capital expenditures in excess of $10,000 for transactions additions to property, plant, equipment or intangible capital assets; (k) made any election or change in any election concerning Taxes, any adoption or change in any Tax accounting method or practice, or any change in any Tax accounting period, or any other 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 Company, 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 to employees in the ordinary course of business and consistent with past practices, incurred or committed to incur any capital expenditures, obligations or liabilities in connection therewith in excess of $50,000 in the aggregate; (k) acquired or agreed to acquire by merging or consolidating with, or agreed to acquire by purchasing a substantial portion of the assets of, or in any other manner, any business of any other Person; (l) made any cancellation or waiver of (i) any right material to the operation of the business of the Company or any of its Subsidiaries or (ii) any material debts or claims of the Company or a Subsidiarypractice; (m) made paid, loaned or advanced any disposition (including any license) ofamount to, or abandoned sold, transferred or failed leased any properties or assets (real, personal or mixed, tangible or intangible) to maintain or enforce from any material Intellectual Property Rights owned of the Company's Shareholders, officers, directors, employees or used by the Company consultants or any affiliate of its Subsidiaries; any of the Company's Shareholders, officers, directors, employees or consultants, except compensation and expense allowances (nfor travel and other business-related expenses) except in the ordinary course of business consistent with past practicespaid to officers, entered into any agreementdirectors, arrangement employees or transaction with any Affiliate consultants of the Company; or (o) agreed to (i) do any of the things described in the preceding clauses (a) through (n) or (ii) takeagreed, whether in writing or otherwise, to take any action which, if taken prior to the date of this Agreement, would have made any representation or warranty described in this Article II untrue or incorrectSection 3.7.

Absence of Certain Changes or Events. Except as disclosed in Section 2.09 set forth on Schedule 4.6, since the date of the Disclosure Schedule or as expressly contemplated by this Agreement, since December 31, 2004, neither the Company nor any of its Subsidiaries has, directly or indirectlyAcquisition Balance Sheet: (a) redeemed, purchased, otherwise acquired, or agreed to redeem, purchase or otherwise acquire, any shares of its capital stock, or declared, set aside or paid any dividend or otherwise made a distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock (other than between as required by applicable Law or GAAP, there has not been any material change in the Company and a wholly-owned Subsidiary thereof)Tax reporting or accounting policies or practices of the Company; (bA) authorized for issuanceother than in the ordinary course of business, issued, sold, delivered, granted or issued any options, warrants, calls, subscriptions or other rights forthe Company has not made, or otherwise agreed granted, (1) any bonus or committed any wage, severance or termination pay, salary or compensation increase to issueany current director or officer, sell, deliver or grant (2) any shares increase of any class of its capital stock benefit provided under any employee benefit plan, employment agreement or arrangement, including any securities convertible into fringe benefit plan or exchangeable arrangement, or exercisable for shares of (3) any class of its capital stock, other than pursuant to equity or equity-based compensation award; and in accordance with (iB) the Company Stock Option Plans has not amended or the Stock Purchase Plans terminated any existing employee benefit plan or (ii) as listed in Section 2.03 of the Disclosure Schedulearrangement or adopted any new employee benefit plan or arrangement; (c) the Company has not merged or consolidated with any corporation or other entity or invested in, loaned to, made an advance (except for advances to Seller or to its employees or officers for business expenses incurred in the ordinary course of business consistent with past practice) or capital contribution to, (i) created or incurred any Indebtedness, (ii) assumed, guaranteed, endorsed or otherwise as an accommodation become responsible for the obligations acquired any capital stock or business of any other individualPerson, firm or corporationconsummated any business combination transaction, made any loans in each case, whether in a single transaction or advances to any other individual, firm or corporation, (iii) entered into any commitment or transaction material to the Company and its Subsidiaries, taken as a whole, (iv) incurred any material liabilities outside the ordinary course series of business consistent with past practice or (v) subjected any asset to any Lienrelated transactions; (d) the Company has not amended its Charter Documents to take, agree to take or authorize any action to wind up its affairs or dissolve or change its corporate or other than the Accounting Changeover, instituted organizational form or amend any material change in terms of its accounting methods, principles or practices except as required by US GAAPoutstanding securities; (e) revalued the Company has not sold, assigned or transferred, any of its respective tangible or intangible property or assets having a book value, in any material respectindividual case, including without limitation, writing down the value in excess of inventory or writing off notes or accounts receivablesFifty Thousand Dollars ($50,000), except for amounts previously reserved as reflected in the December 31, 2004 balance sheet; (f) suffered any damage, destruction or loss, whether covered by insurance or not, except for such as would not, individually or in the aggregate, have a Company Material Adverse Effect; (g) granted any increase in the base compensation of, or made any other material change in the employment terms for, any sales of its directors, officers and employees, except for increases or changes reflecting or based upon changed responsibilities or duties made inventory in the ordinary course of business consistent with past practice and ordinary annual adjustments not to exceed 10% of the base compensation of such director, officer or employee prior to such adjustmentexcept for Permitted Liens; (hf) adoptedthe Company has not purchased or leased, modified or terminated committed to purchase or lease, any bonustangible or intangible property or assets, profit-sharingor authorized any capital expenditures or commitments for capital expenditures, incentive, severance or other plan or contract for the benefit of any asset for an amount in excess of its directorsOne Hundred Thousand Dollars ($100,000) individually, officers and employees other than changes which do not materially increase the aggregate cost of such plan or contract; (i) except for provision purchases of services or sales inventory and supplies in the ordinary course of business consistent with past practice; (g) the Company has not amended, soldmodified in any material respect or terminated any existing Material Contract (other than a termination of a Material Contract as a result of the expiration of the term of such Material Contract); (h) the Company has not authorized for issuance, leasedissued or sold or agreed or committed to issue or sell (whether through the issuance or granting of options, licensedwarrants, assignedcommitments, transferredsubscriptions, conveyed rights to purchase or otherwise disposed otherwise) any stock of any class or any other securities or equity equivalents; (i) the Company has not declared, set aside or paid any dividends or distributions, or purchased or redeemed any of its assets or property having a book or market value in excess of $50,000outstanding equity securities; (j) entered into the Company has not incurred any new line Indebtedness or assumed, guaranteed, or endorsed the indebtedness of businessany other Person, oror canceled any debt owed to it or released any claim possessed by it, except for transactions other than (i) in the ordinary course of business consistent with past practicesbusiness, incurred (ii) pursuant to existing financing arrangements, or committed to incur any capital expenditures, obligations or liabilities in connection therewith in excess of $50,000 (iii) Indebtedness reflected in the aggregateFinancial Statements; (k) acquired the Company has not mortgaged, pledged or agreed subjected to acquire by merging or consolidating withany material Lien, or agreed to acquire by purchasing a substantial portion of the assets of, or in any other mannerthan Permitted Liens, any business of any other Person;its material properties or assets; and (l) made any cancellation or waiver of (i) any right material to the operation of the business of the Company or any of its Subsidiaries or (ii) any material debts or claims of the Company or a Subsidiary; (m) made any disposition (including any license) of, or abandoned or failed to maintain or enforce any material Intellectual Property Rights owned or used by the Company or any of its Subsidiaries; (n) except in the ordinary course of business consistent with past practices, has not entered into any agreement, arrangement or transaction with any Affiliate of the Company; or (o) agreed agreement to (i) do any of the things described in the preceding clauses foregoing (a) through (n) or (ii) take, whether in writing or otherwise, any action which, if taken prior to the date of other than this Agreement, would have made any representation or warranty in this Article II untrue or incorrect).

Absence of Certain Changes or Events. Except as disclosed in Section 2.09 of the Disclosure Schedule or as expressly contemplated by this Agreement, since December Since March 31, 20042000, neither each Company has conducted its respective business only in the ordinary course and consistent with past practice, and no Company nor any of its Subsidiaries has, directly or indirectly: (a) redeemed, purchased, otherwise acquired, or agreed to redeem, purchase or otherwise acquire, suffered any shares of its capital stock, or declared, set aside or paid any dividend or otherwise made a distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock (other than between the Company and a wholly-owned Subsidiary thereof)Material Adverse Effect; (b) authorized incurred any liability or obligation (absolute, accrued, contingent or otherwise) which is outstanding except for issuanceitems incurred in the ordinary course of business and consistent in nature and amount with past practice, issuednone of which exceeds $200,000 (counting obligations or liabilities arising from one transaction or a series of similar transactions, sold, delivered, granted and all periodic installments or issued payments under any options, warrants, calls, subscriptions lease or other rights foragreement providing for periodic installments or payments, as a single obligation or otherwise agreed or committed to issueliability but excluding agreements, sell, deliver or grant any shares commitments and understandings with utility providers and vendors that are not Affiliates of any class of its capital stock Company or any securities convertible Seller entered into or exchangeable or exercisable for shares in the ordinary course of any class of its capital stock, other than pursuant to business and in accordance consistent with (i) the Company Stock Option Plans or the Stock Purchase Plans or (ii) as listed in Section 2.03 of the Disclosure Schedulepast practice); (c) written down the value of any inventory (including write-downs by reason of shrinkage or ▇▇▇▇-down) or written off as uncollectible any notes or accounts receivable, except for write-downs and write-offs in the ordinary course of business and consistent with past practice; (d) cancelled any debts of substantial value or waived any claims or rights of substantial value; (e) sold, transferred, or otherwise disposed of any of its properties or assets (real, personal or mixed, tangible or intangible), except in the ordinary course of business and consistent with past practice, (i) created or incurred any Indebtedness, (ii) assumed, guaranteed, endorsed or otherwise as an accommodation become responsible for the obligations of any other individual, firm or corporation, made any loans or advances to any other individual, firm or corporation, (iii) entered into any commitment or transaction material to the Company and its Subsidiaries, taken as a whole, (iv) incurred any material liabilities outside the ordinary course of business consistent with past practice or (v) subjected any asset to any Lien; (d) other than the Accounting Changeover, instituted any material change in its accounting methods, principles or practices except as required by US GAAP; (e) revalued any of its respective assets in any material respect, including without limitation, writing down the value of inventory or writing off notes or accounts receivables, except for amounts previously reserved as reflected in the December 31, 2004 balance sheet; (f) suffered disposed of or permitted to lapse any damagerights to the use of any material Intellectual Property, destruction or lossdisposed of or disclosed to any Person other than representatives of the Purchaser any trade secret, whether covered by insurance formula, process, know-how or not, except for such as would not, individually or in the aggregate, have other Intellectual Property not theretofore a Company Material Adverse Effectmatter of public knowledge; (g) granted any increase in the base compensation ofof officers or employees (including any such increase pursuant to any bonus, pension, profit sharing or made any other material change compensation-related plan or commitment), other than grants or increases in the employment terms for, any of its directors, officers and employees, except for increases or changes reflecting or based upon changed responsibilities or duties compensation made in the ordinary course of business and consistent with past practice and ordinary annual adjustments not or pursuant to exceed 10% of the base compensation of such directora plan, officer commitment or employee prior to such adjustmentother arrangement set forth in SCHEDULE 3.7(g); (h) adoptedmade any single capital expenditure or commitment therefore in excess of $100,000 for additions to property, modified plant or terminated any bonus, profit-sharing, incentive, severance or other plan or contract for the benefit of any of its directors, officers and employees other than changes which do not materially increase the aggregate cost of such plan or contractequipment; (i) except as permitted pursuant to Section 5.8, declared, paid or set aside for provision payment any dividend or other distribution in respect of services its capital stock or sales in the ordinary course of business consistent with past practiceredeemed, sold, leased, licensed, assigned, transferred, conveyed purchased or otherwise disposed acquired, directly or indirectly, any shares of capital stock or other securities of any of its assets or property having a book or market value in excess of $50,000Company; (j) entered into made any new line change in any method of business, or, except for transactions accounting or accounting practice or maintained its books of account and records other than in the ordinary course of business usual manner and consistent with past practices, incurred or committed to incur any capital expenditures, obligations or liabilities in connection therewith in excess of $50,000 in the aggregatepractice; (k) acquired made or agreed rescinded any election relating to acquire by merging Taxes, settled any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or consolidating withcontroversy relating to Taxes, or agreed to acquire by purchasing a substantial portion of the assets of, filed any amended Tax Return or in any other manner, any business of any other Personclaim for refund; (l) made taken, suffered or incurred any cancellation action or waiver of (i) any right material to the operation circumstance of the business of the Company or any of its Subsidiaries or (ii) any material debts or claims of the Company or a Subsidiary;nature covered by Sections 3.13; or (m) made any disposition (including any license) of, or abandoned or failed to maintain or enforce any material Intellectual Property Rights owned or used by the Company or any of its Subsidiaries; (n) except in the ordinary course of business consistent with past practices, entered into any agreement, arrangement or transaction with any Affiliate of the Company; or (o) agreed to (i) do any of the things described in the preceding clauses (a) through (n) or (ii) takeagreed, whether in writing or otherwise, to take any action which, if taken prior to the date of this Agreement, would have made any representation or warranty described in this Article II untrue or incorrectSection 3.7.

Absence of Certain Changes or Events. (a) Except as disclosed in Section 2.09 of the Disclosure set forth on Schedule or as expressly contemplated by this Agreement3.6, since December 31, 2004, neither no event or events have occurred, which individually or in the Company nor any aggregate have had an Aptus Material Adverse Effect, and there exists no condition or contingency that could reasonably be expected to result in an Aptus Material Adverse Effect. (b) Since the date of its Subsidiaries hasAptus Balance Sheet and except as set forth in Schedule 3.6, directly or indirectlyAptus has not: (ai) redeemeddeclared, purchasedset aside, otherwise acquiredpaid, or agreed to redeem, purchase made any dividend or otherwise acquire, other distribution on or in respect of any shares of its capital stockstock or directly or indirectly redeemed, retired, purchased, or declaredotherwise acquired any such shares or any option, set aside warrant, conversion privilege, preemptive right, or paid other right or agreement to acquire the same or any dividend other securities convertible into or evidencing the right to purchase or otherwise acquire the same; (ii) made a distribution any amendments to its Articles of Incorporation or Bylaws: (whether iii) made any change in cash, stock or property or any combination thereof) in respect the number of shares of its capital stock (other than between the Company and a wholly-owned Subsidiary thereof); (b) authorized for issuanceauthorized, issued, soldor outstanding or authorized, deliveredissued, granted granted, or issued made any optionsoption, warrantswarrant, callsconversion privilege, subscriptions preemptive right, or other rights for, right or otherwise agreed or committed agreement to issue, sell, deliver or grant any shares of any class of its capital stock acquire the same or any other securities convertible into or exchangeable or exercisable for shares of any class of its capital stock, other than pursuant evidencing the right to and in accordance with (i) acquire the Company Stock Option Plans or the Stock Purchase Plans or (ii) as listed in Section 2.03 of the Disclosure Schedulesame; (c) except in the ordinary course of business consistent with past practice, (i) created or incurred any Indebtedness, (ii) assumed, guaranteed, endorsed or otherwise as an accommodation become responsible for the obligations of any other individual, firm or corporation, made any loans or advances to any other individual, firm or corporation, (iii) entered into any commitment or transaction material to the Company and its Subsidiaries, taken as a whole, (iv) incurred any material liabilities outside the ordinary course of business consistent with past practice indebtedness or (v) subjected any asset to any Lien; (d) borrowed money other than the Accounting Changeover, instituted any material change as set forth in its accounting methods, principles or practices except as required by US GAAP; (e) revalued any of its respective assets in any material respect, including without limitation, writing down the value of inventory or writing off notes or accounts receivables, except for amounts previously reserved as reflected in the December 31, 2004 balance sheet; (f) suffered any damage, destruction or loss, whether covered by insurance or not, except for such as would not, individually or in the aggregate, have a Company Material Adverse Effect; (g) granted any increase in the base compensation of, or made any other material change in the employment terms for, any of its directors, officers and employees, except for increases or changes reflecting or based upon changed responsibilities or duties made in the ordinary course of business consistent with past practice and ordinary annual adjustments Schedule 3.7(b)(iv); which borrowings shall not to exceed 10% of the base compensation of such director, officer or employee prior to such adjustment; (h) adopted, modified or terminated any bonus, profit-sharing, incentive, severance or other plan or contract for the benefit of any of its directors, officers and employees other than changes which do not materially increase the aggregate cost of such plan or contract; (i) except for provision of services or sales in the ordinary course of business consistent with past practice, sold, leased, licensed, assigned, transferred, conveyed or otherwise disposed of any of its assets or property having a book or market value in excess of $50,000; (j) entered into any new line of business, or, except for transactions in the ordinary course of business consistent with past practices, incurred or committed to incur any capital expenditures, obligations or liabilities in connection therewith in excess of $50,000 5,000 in the aggregate; (kv) acquired incurred any obligation or agreed liability (contingent or otherwise), outside the Ordinary Course of Business; (vi) discharged or satisfied any lien or encumbrance or paid any obligations or liability (fixed or contingent) other than current liabilities paid to acquire by merging unrelated parties, wages paid to officers and employees and director's fees paid to directors, each in the Ordinary Course of Business; (vii) mortgaged, pledged, or consolidating withsubjected to any lien, charge, or other encumbrance any of its respective properties or assets (tangible or intangible) except liens for current property taxes not yet due and payable; (viii) sold, assigned, leased, transferred or otherwise disposed of, or agreed to acquire sell, assign, lease, transfer or otherwise dispose of, any of its tangible assets other than sales of inventory in the Ordinary Course of Business; (ix) entered into any transaction, contract, or commitment; (x) made any capital expenditures or any commitment therefore in excess of $1,000 in the aggregate except as consented to by purchasing a substantial portion Insynq; (xi) adopted or made any change in any executive compensation plan, bonus plan, incentive compensation plan, deferred compensation agreement, or other employee benefit plan or arrangement; (xii) entered into any employment or consulting agreement or arrangement, or granted or paid any bonus, or made or granted any general wage or salary increase or any specific increase in the wages or salary of any employee; (xiii) suffered any casualty loss or damage, whether or not such loss or damage shall have been covered by insurance; (xiv) canceled or compromised any debt or claim except for adjustments made in the assets Ordinary Course of Business that, in the aggregate, are not material, or waived or released any rights that are material; (xv) terminated, amended, or modified any agreement or instrument described in Schedule 3.7; (xvi) entered into any transaction with any stockholder, officer, director, or key employee of Insynq or any affiliate of any such person other than the payment of wages and salaries and other benefits under employee benefit plans in existence prior to December 31, 2005; (xvii) made any loans or advances to, guaranties for the benefit of, or in any other mannerinvestments in, any person; (xviii) made cash charitable contributions; (xix) merged or consolidated with, or acquired all or substantially all of the assets, capital stock, or business of any other Personperson; (lxx) made any cancellation or waiver of (i) any right material to the operation of the business of the Company or any of its Subsidiaries or (ii) introduced any material debts change with respect to its method of accounting or claims of the Company or a Subsidiary; (m) made any disposition (including any license) of, or abandoned or failed to maintain or enforce any material Intellectual Property Rights owned or used accounting practice by the Company or any of its Subsidiaries; (n) except in the ordinary course of business consistent with past practices, entered into any agreement, arrangement or transaction with any Affiliate of the CompanyAptus; or (oxxi) agreed or committed to (i) do any of the things described in the preceding clauses (a) through (n) or (ii) take, whether in writing or otherwise, any action which, if taken prior to the date of this Agreement, would have made any representation or warranty in this Article II untrue or incorrectSection 3.6.

Absence of Certain Changes or Events. Except as disclosed in Section 2.09 of set forth on the Disclosure Schedule or as expressly contemplated by Schedules to this Agreement, Agreement and the Audited Financial Statements since December 31, 20041995, and except as otherwise disclosed in this Agreement, neither the Company nor the Subsidiary has: (i) suffered any Material Adverse Change; (ii) incurred additional debt, other than the advances under the Circle Trade Services Agreement, for borrowed money or any other Liabilities, except in the ordinary course of business; (iii) paid or settled any liabilities, claim, dispute, proceeding, suit or appeal, pending or threatened against it or any of its Subsidiaries hasAssets or properties, directly or indirectly: (a) redeemed, purchased, otherwise acquired, or agreed to redeem, purchase or otherwise acquire, any shares except in the ordinary course of its capital stock, or declared, set aside or paid any dividend or otherwise made a distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock (other than between the Company and a wholly-owned Subsidiary thereof)business; (biv) authorized for issuancemortgaged, issuedpledged, sold, delivered, granted otherwise encumbered or issued subjected to any options, warrants, calls, subscriptions or other rights for, or otherwise agreed or committed to issue, sell, deliver or grant Encumbrance any shares of any class of its capital stock or any securities convertible into or exchangeable or exercisable for shares of any class of its capital stock, other than pursuant to and in accordance with (i) the Company Stock Option Plans or the Stock Purchase Plans or (ii) as listed in Section 2.03 of the Disclosure ScheduleAssets; (cv) made any expenditure for the purchase, acquisition, construction or improvement of a capital asset, except in the ordinary course of business consistent with past practice, and the aggregate amount of all such expenditures and commitments made in the ordinary and usual course of business has not exceeded $100,000; (i) created or incurred any Indebtedness, (ii) assumed, guaranteed, endorsed or otherwise as an accommodation become responsible for the obligations of any other individual, firm or corporation, made any loans or advances to any other individual, firm or corporation, (iiivi) entered into any commitment or transaction material to the Company and its Subsidiaries, taken as a whole, (iv) incurred any material liabilities outside the ordinary course of business consistent with past practice or (v) subjected any asset to any Lien; (d) other than the Accounting Changeover, instituted any material change in its accounting methods, principles or practices except as required by US GAAP; (e) revalued any of its respective assets in any material respect, including without limitation, writing down the value of inventory or writing off notes or accounts receivables, except for amounts previously reserved as reflected in the December 31, 2004 balance sheet; (f) suffered any damage, destruction or loss, whether covered by insurance or not, except for such as would not, individually or in the aggregate, have a Company Material Adverse Effect; (g) granted any increase in the base compensation of, or made any other material change in the employment terms for, any of its directors, officers and employees, except for increases or changes reflecting or based upon changed responsibilities or duties made in the ordinary course of business consistent with past practice and ordinary annual adjustments not to exceed 10% of the base compensation of such director, officer or employee prior to such adjustment; (h) adopted, modified or terminated any bonus, profit-sharing, incentive, severance or other plan or contract for the benefit of any of its directors, officers and employees other than changes which do not materially increase the aggregate cost of such plan or contract; (i) except for provision of services or sales in the ordinary course of business consistent with past practice, sold, leased, licensed, assigned, transferred, conveyed or otherwise disposed of any of its assets or property having a book or market value in excess of $50,000; (j) entered into any new line of business, or, except for transactions in the ordinary course of business consistent with past practices, incurred or committed to incur any capital expenditures, obligations or liabilities in connection therewith in excess of $50,000 in the aggregate; (k) acquired or agreed to acquire by merging or consolidating with, or agreed to acquire by purchasing a substantial portion of the assets of, or in any other manner, any business of any other Person; (l) made any cancellation or waiver of (i) any right material to the operation of the business of the Company or any of its Subsidiaries or (ii) any material debts or claims of the Company or a Subsidiary; (m) made any disposition (including any license) of, or abandoned or failed to maintain or enforce any material Intellectual Property Rights owned or used by the Company or any of its Subsidiaries; (n) except in the ordinary course of business consistent with past practices, entered into any agreement, arrangement or transaction with any Affiliate not involving an amount in excess of the Company; or$100,000; (ovii) changed its accounting methods or practices (including, without limitation, any change in depreciation or amortization policies or rates); (viii) revalued any of its Assets; (ix) increased the salary or other compensation payable to or to become payable to any of its Employees, or declared, paid or committed to pay bonus or other additional salary or compensation to any Person except in accordance with then current compensation levels and practices; (xi) directly or indirectly declared or paid any dividends, or declared or made any other distribution on any of its shares of any class, and has not directly or indirectly redeemed, purchased or otherwise acquired any of its shares of any class or agreed to do so; (xii) made any loan to any Person or guaranteed any loan; and (xiii) agreed or committed to (i) do any of the things matters described in the preceding clauses subparagraphs (ai) through (nxii) or (ii) take, whether in writing or otherwise, any action which, if taken prior to the date of this Agreement, would have made any representation or warranty in this Article II untrue or incorrectSection.

Absence of Certain Changes or Events. Except as disclosed in Section 2.09 of the Disclosure set forth on Schedule or as expressly contemplated by this Agreement3.7, since December March 31, 20042022, neither Seller has conducted its business only in the Company nor any Ordinary Course of its Subsidiaries hasBusiness and there has not been a Material Adverse Effect. Without limiting the foregoing, directly or indirectly:except as set forth on Schedule 3.7, since March 31, 2022, Seller has not (a) redeemedissued, purchased, otherwise acquiredpurchased or redeemed any of its equity securities, or agreed granted or issued any option, warrant or other right to redeem, purchase or otherwise acquire, acquire any shares of its capital stock, or declared, set aside or paid any dividend or otherwise made a distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock (other than between the Company and a wholly-owned Subsidiary thereof)such equity securities; (b) authorized for issuanceincurred or discharged any liabilities, issued, sold, delivered, granted except liabilities incurred or issued any options, warrants, calls, subscriptions or other rights for, or otherwise agreed or committed to issue, sell, deliver or grant any shares discharged in the Ordinary Course of any class of its capital stock or any securities convertible into or exchangeable or exercisable for shares of any class of its capital stock, other than pursuant to and in accordance with (i) the Company Stock Option Plans or the Stock Purchase Plans or (ii) as listed in Section 2.03 of the Disclosure ScheduleBusiness; (c) encumbered any of its properties or assets, tangible or intangible, except for Encumbrances incurred in the ordinary course Ordinary Course of business consistent with past practice, (i) created or incurred any Indebtedness, (ii) assumed, guaranteed, endorsed or otherwise as an accommodation become responsible for the obligations of any other individual, firm or corporation, made any loans or advances to any other individual, firm or corporation, (iii) entered into any commitment or transaction material to the Company and its Subsidiaries, taken as a whole, (iv) incurred any material liabilities outside the ordinary course of business consistent with past practice or (v) subjected any asset to any LienBusiness; (d) other than the Accounting Changeover, instituted any material change in its accounting methods, principles or practices except as required by US GAAP; (e) revalued any of its respective assets in any material respect, including without limitation, writing down the value of inventory or writing off notes or accounts receivables, except for amounts previously reserved as reflected in the December 31, 2004 balance sheet; (f) suffered any damage, destruction or loss, whether covered by insurance or not, except for such as would not, individually or in the aggregate, have a Company Material Adverse Effect; (gi) granted any increase in the base salaries (other than normal increases for employees averaging not in excess of five percent per annum made in the Ordinary Course of Business) or other compensation ofor benefits payable or to become payable to, or any advance (excluding advances for ordinary business expenses consistent with past practice) or loan to, any officer, director, shareholder, member, partner, employee or independent contractor of Seller, (ii) made any payments to any pension, retirement, profit-sharing, bonus or similar plan except payments in the Ordinary Course of Business made pursuant to the Benefit Plans, (iii) granted or made any other material payment of any kind to or on behalf of any officer, director, member, partner, shareholder, employee or independent contractor other than payment of base compensation and reimbursement for reasonable expenses in the Ordinary Course of Business or (iv) adopted, amended or terminated any employee benefit plan (including any Benefit Plan) or any stay bonus, retention bonus, transaction bonus or change in control bonus plan or arrangement, other than, in any case, amendments required by applicable Law; (e) suffered any change or, to the employment terms forknowledge of Seller, received any threat of any change in any of its relations with, or any loss or, to the knowledge of Seller, threat of loss of, any of its directorsthe suppliers, officers and employeesclients, except distributors, customers or employees that are material to the Business, including any loss or change which may result from the transactions contemplated by this Agreement; (f) disposed of or has failed to keep in effect any rights in, to or for increases the use of any Permit material to the Business; (g) changed any method of keeping of their respective books of account or changes reflecting or based upon changed responsibilities or duties made in the ordinary course of business consistent with past practice and ordinary annual adjustments not to exceed 10% of the base compensation of such director, officer or employee prior to such adjustmentaccounting practices; (h) adopteddisposed of or failed to keep in effect any rights in, modified to or terminated any bonus, profit-sharing, incentive, severance or other plan or contract for the benefit use of any of its directors, officers and employees other than changes which do not materially increase the aggregate cost of such plan or contractIntellectual Property material to the Business; (i) except for provision of services or sales in the ordinary course of business consistent with past practice, sold, leased, licensed, assigned, transferred, conveyed transferred or otherwise disposed of any assets, properties or rights of its assets or property having a book or market value the Business, except inventory sold in excess the Ordinary Course of $50,000Business; (j) entered into any new line transaction, Contract or event outside the Ordinary Course of businessBusiness or with any partner, orshareholder, except for transactions in the ordinary course member, officer, director or other Affiliate of business consistent with past practices, incurred or committed to incur Seller; (k) made nor authorized any single capital expenditures, obligations or liabilities in connection therewith expenditure in excess of $50,000 USD$10,000, or capital expenditures in excess of USD$50,000 in the aggregate; (kl) acquired changed or agreed to acquire by merging or consolidating with, or agreed to acquire by purchasing a substantial portion of the assets of, or modified in any other mannermanner its existing credit, any business collection and payment policies, procedures and practices with respect to accounts receivable and accounts payable, respectively, including acceleration of any other Person; collections of receivables, failure to make or delay in making collections of receivables (l) made any cancellation whether or waiver not past due), acceleration of (i) any right material payment of payables or failure to the operation pay or delay in payment of the business of the Company or any of its Subsidiaries or (ii) any material debts or claims of the Company or a Subsidiarypayables; (m) made any disposition (including any license) of, or abandoned or failed to maintain or enforce incurred any material Intellectual Property Rights owned damage, destruction, theft, loss or used by the Company or any of its Subsidiariesbusiness interruption; (n) made any declaration, payment or setting aside for payment of any distribution (whether in equity or property) with respect to any securities or interests of Seller; (o) made (except in the ordinary course of business as consistent with past practices, entered into practice) or revoked any agreement, arrangement Tax election or transaction settled or compromised any material Tax liability with any Affiliate of the CompanyTaxing Authority; or (op) agreed to (i) do waived or released any material right or claim of the things described Seller or incurred any modifications, amendments or terminations of any Contracts which are in the preceding clauses (a) through (n) aggregate materially adverse to Seller or (ii) take, whether in writing or otherwise, any action which, if taken prior to the date of this Agreement, would have made any representation or warranty in this Article II untrue or incorrectBusiness.

Absence of Certain Changes or Events. Except as disclosed set forth in this Agreement or the schedules hereto, since the date of the most recent ETI balance sheet described in Section 2.09 of the Disclosure Schedule or as expressly contemplated by this Agreement, since December 31, 2004, neither the Company nor any of its Subsidiaries has, directly or indirectly3.10: (a) redeemed, purchased, otherwise acquired, or agreed There has not been any event which could be reasonably expected to redeem, purchase or otherwise acquire, any shares of its capital stock, or declared, set aside or paid any dividend or otherwise made have a distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock (other than between the Company and a wholly-owned Subsidiary thereof)Material Adverse Effect on ETI; (b) authorized ETI has not (i) amended its articles of incorporation or bylaws; (ii) declared or made, or agreed to declare or make, any payment of dividends or distributions of any assets of any kind whatsoever to 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 ETI; (iv) made any material change in its method of accounting; (v) entered into any oral or written agreement, or modified the terms of any existing contract or agreement, or entered into or modified any other material transactions other than those contemplated by this Agreement; (vi) made any accrual or arrangement for issuanceor 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 whose monthly compensation exceeds $1,000; or (viii) made any increase in any profit-sharing, issuedbonus, solddeferred compensation, deliveredinsurance, pension, retirement, or other employee benefit plan, payment, or arrangement made to, for, or with its officers, directors, or employees. In addition, ETI (ix) has no Liability (defined in Section 3.12(c)) and there is no Basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against any of them giving rise to any Liability. (c) Except as set forth herein, ETI has not (i) granted or issued agreed to grant any options, warrants, calls, subscriptions or other rights forfor its stocks, bonds, or otherwise agreed or committed to issueother corporate securities calling for the issuance thereof, sell, deliver or grant any shares of any class of its capital stock or any securities convertible into or exchangeable or exercisable for shares of any class of its capital stock, other than pursuant to and in accordance with (i) the Company Stock Option Plans or the Stock Purchase Plans or (ii) as listed in Section 2.03 of the Disclosure Schedule; borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due (cany a "Liability" or "Liabilities") except Liabilities incurred in the ordinary course of business consistent with past practice, (i) created or incurred any Indebtedness, (ii) assumed, guaranteed, endorsed or otherwise as an accommodation become responsible for the obligations of any other individual, firm or corporation, made any loans or advances to any other individual, firm or corporation, business; (iii) entered into any commitment or transaction material to the Company and its Subsidiaries, taken as a whole, (iv) incurred paid any material liabilities outside the ordinary course of business consistent with past practice obligation or (v) subjected any asset to any Lien; (d) Liability other than the Accounting Changeover, instituted any material change in its accounting methods, principles or practices except as required by US GAAP; (e) revalued any of its respective assets in any material respect, including without limitation, writing down the value of inventory or writing off notes or accounts receivables, except for amounts previously reserved as current Liabilities reflected in or shown on the December 31, 2004 most recent ETI balance sheet; (f) suffered any damage, destruction or loss, whether covered by insurance or not, except for such as would not, individually or in the aggregate, have a Company Material Adverse Effect; (g) granted any increase in the base compensation of, or made any other material change in the employment terms for, any of its directors, officers sheet and employees, except for increases or changes reflecting or based upon changed responsibilities or duties made current liabilities incurred since that date in the ordinary course of business consistent with past practice and ordinary annual adjustments not to exceed 10% of the base compensation of such director, officer business; (iv) sold or employee prior to such adjustment; (h) adopted, modified or terminated any bonus, profit-sharing, incentive, severance or other plan or contract for the benefit of any of its directors, officers and employees other than changes which do not materially increase the aggregate cost of such plan or contract; (i) except for provision of services or sales in the ordinary course of business consistent with past practice, sold, leased, licensed, assigned, transferred, conveyed or otherwise disposed of any of its assets or property having a book or market value in excess of $50,000; (j) entered into any new line of business, or, except for transactions in the ordinary course of business consistent with past practices, incurred or committed to incur any capital expenditures, obligations or liabilities in connection therewith in excess of $50,000 in the aggregate; (k) acquired or agreed to acquire by merging or consolidating with, or agreed to acquire by purchasing a substantial portion sell or transfer, any of the assets ofits material assets, properties, or rights (except assets, properties, or rights not used or useful in any other mannerits business which, in the aggregate have a value of less than $5,000 or canceled, or agreed to cancel, any business debts or claims (except debts 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 other Person; (l) made any cancellation contract, agreement, or waiver of (i) any right material license to the operation of which it is a party if such amendment or termination is material, considering the business of the Company or any of its Subsidiaries ETI; or (iivi) issued, delivered, or agreed to issue or deliver any material debts stock, bonds, or claims of the Company other corporate securities including debentures (whether authorized and unissued or a Subsidiary;held as treasury stock); and (md) made ETI has not become subject to any disposition (including any license) of, law or abandoned or failed regulation which could reasonably be expected to maintain or enforce any material Intellectual Property Rights owned or used by the Company or any of its Subsidiaries; (n) except in the ordinary course of business consistent with past practices, entered into any agreement, arrangement or transaction with any Affiliate of the Company; or (o) agreed to (i) do any of the things described in the preceding clauses (a) through (n) or (ii) take, whether in writing or otherwise, any action which, if taken prior to the date of this Agreement, would have made any representation or warranty in this Article II untrue or incorrect.a Material Adverse Effect on ETI

Absence of Certain Changes or Events. Except Since (i) the date of its registration the Partnership has carried on the Business in the Ordinary Course of Business (except in connection with the Staff House which will be transferred to the Sawridge MPL Peace River Limited Partnership prior to the Closing Date) and, in particular, but without limitation, has not, and (ii) as disclosed in Section 2.09 of the Disclosure Schedule or as expressly contemplated by this Agreementapplicable, since December 31, 2004, neither the Company nor any date of its Subsidiaries has, directly or indirectlyincorporation the General Partner has not: (a) redeemedamended the Limited Partnership Agreement or similar document adopted or filed in connection with the creation, purchasedformation or organization of the Partnership; (b) amended the articles, otherwise acquiredby-laws or similar document adopted or filed in connection with the creation, formation or agreed to redeemorganization of the General Partner; (c) directly or indirectly, purchase or otherwise acquire, any shares of its capital stock, or declared, set aside for payment or paid any distribution or made any other payment on or in respect of any of the interests in the capital of the Partnership; (d) directly or indirectly, declared, set aside for payment or paid any dividend or otherwise made a any other payment or distribution (whether in cash, stock on or property or any combination thereof) in respect of its capital stock (other than between the Company and a wholly-owned Subsidiary thereof); (b) authorized for issuance, issued, sold, delivered, granted or issued any options, warrants, calls, subscriptions or other rights for, or otherwise agreed or committed to issue, sell, deliver or grant any shares of any class of its capital stock or any securities convertible into or exchangeable or exercisable for shares of any class of its capital stock, other than pursuant to and in accordance with (i) the Company Stock Option Plans or the Stock Purchase Plans or (ii) as listed in Section 2.03 of the Disclosure Schedule; (c) except shares in the ordinary course capital of business consistent with past practice, (i) created or incurred any Indebtedness, (ii) assumed, guaranteed, endorsed or otherwise as an accommodation become responsible for the obligations of any other individual, firm or corporation, made any loans or advances to any other individual, firm or corporation, (iii) entered into any commitment or transaction material to the Company and its Subsidiaries, taken as a whole, (iv) incurred any material liabilities outside the ordinary course of business consistent with past practice or (v) subjected any asset to any Lien; (d) other than the Accounting Changeover, instituted any material change in its accounting methods, principles or practices except as required by US GAAPGeneral Partner; (e) revalued redeemed, purchased, retired or otherwise acquired, directly or indirectly, any of its respective assets in any material respect, including without limitation, writing down the value of inventory or writing off notes or accounts receivables, except for amounts previously reserved as reflected interests in the December 31, 2004 balance sheetcapital of the Partnership or shares in the capital of the General Partner; (f) suffered issued or sold any damageshares, destruction units or lossother securities or issued, whether covered by insurance sold or notgranted any right to purchase any of its shares, except for such as would notunits or other securities or issued any security convertible into its shares or units, individually granted any registration rights or in the aggregate, have a Company Material Adverse Effectotherwise made any change to its authorized capital; (g) granted disposed of or revalued any increase of the assets reflected on the balance sheet forming part of the most recent Annual Financial Statements, except sales of Inventory in the base compensation of, or made any other material change in the employment terms for, any Ordinary Course of its directors, officers and employees, except for increases or changes reflecting or based upon changed responsibilities or duties made in the ordinary course of business consistent with past practice and ordinary annual adjustments not to exceed 10% of the base compensation of such director, officer or employee prior to such adjustmentBusiness; (h) adoptedmade any changes in its accounting principles, modified policies, practices or terminated any bonus, profit-sharing, incentive, severance or other plan or contract for the benefit of any of its directors, officers and employees other than changes which do not materially increase the aggregate cost of such plan or contractmethods; (i) suffered any operating loss or extraordinary loss or cancelled or waived any Indebtedness, claim or other right; (j) incurred or assumed any liabilities (including any Indebtedness) or obligations of any nature, whether absolute, accrued, contingent or otherwise, except for provision of services or sales unsecured current liabilities incurred in the ordinary course Ordinary Course of business consistent with past practiceBusiness; (k) mortgaged, soldpledged, leased, licensed, assigned, transferred, conveyed granted a security interest in or otherwise disposed of created a Lien on any of its assets property or property having assets, except in the Ordinary Course of Business and in amounts which, individually and in the aggregate are not material to the financial condition of the Partnership or the operation of the Business; (l) entered into any contract or any other transaction that was not in the Ordinary Course of Business; (m) terminated, cancelled, modified or amended in any material respect or received notice or a book request for termination, cancellation, modification or market amendment of any Material Contract or taken or failed to take any action that would entitle any party to a Material Contract to terminate, modify, cancel or amend any Material Contract; (n) cancelled or waived any Indebtedness, claim or other right with a value to the Partnership in excess of $50,000; (jo) entered into incurred any new line Indebtedness to any other Person or incurred any other liability or obligation to any other Person which is required to be classified as a liability on the liability side of businessa balance sheet in accordance with GAAP; (p) given or agreed to give or become a party to or bound by any guarantee, or, except for transactions surety or indemnity in the ordinary course respect of business consistent with past practices, incurred Indebtedness or committed to incur any capital expenditures, other obligations or liabilities in connection therewith in excess of $50,000 in any other Person or become a party to any other commitment by which the aggregatePartnership is, or is contingently, responsible for such Indebtedness or other liability or obligation; (kq) acquired incurred any damage, destruction or agreed loss with respect to acquire by merging or consolidating with, or agreed to acquire by purchasing a substantial portion any of the assets of, or property of the Partnership (whether or not insured); (r) purchased or otherwise acquired any interest in any other manner, any business securities of any other Person; (ls) made any cancellation capital expenditure or waiver authorized any capital expenditure or made any commitment for the purchase, construction or improvement of (i) any right material to capital assets except in the operation Ordinary Course of the business of the Company or any of its Subsidiaries or (ii) any material debts or claims of the Company or a SubsidiaryBusiness; (mt) made discharged, settled or satisfied any disposition (including any license) ofLegal Proceedings, or abandoned or failed to maintain or enforce any material Intellectual Property Rights owned or used by other than Legal Proceedings reflected in the Company or any most recent Annual Financial Statements and for amounts not in excess of its Subsidiariesthe amount reserved against therein; (nu) except in the ordinary course of business consistent with past practices, entered into any agreementcontract or commitment to hire, arrangement or transaction with terminated the services of, any Affiliate of the Companyofficer or senior management Employee; or (ov) agreed agreed, committed or entered into any understanding to (i) do take any of the things described actions enumerated in the preceding clauses paragraphs (a) through to (nu) or (ii) take, whether in writing or otherwise, any action which, if taken prior to the date of this Agreement, would have made any representation or warranty in this Article II untrue or incorrectSection 3.3(37).

Absence of Certain Changes or Events. Except as disclosed set forth in Section 2.09 of the Disclosure Schedule PRIZE DISCLOSURE SCHEDULE or as expressly specifically contemplated by this Agreement, since December 31June 30, 20041999, neither none of the Company nor Prize Companies has done any of its Subsidiaries has, directly or indirectlythe following: (a) redeemed, purchased, otherwise acquired, Discharged or agreed to redeem, purchase or otherwise acquire, satisfied any shares of its capital stock, or declared, set aside Lien or paid any dividend obligation or otherwise made a distribution (whether in cashliability, stock absolute or property or any combination thereof) in respect of its capital stock (contingent, other than between current liabilities incurred and paid in the Company ordinary course of business and a wholly-owned Subsidiary thereof)consistent with past practices; (b) authorized for issuancePaid or declared any dividends or distributions, issuedpurchased, soldredeemed, deliveredacquired or retired any indebtedness, granted or issued any options, warrants, calls, subscriptions stock or other rights forsecurities from its stockholders or other securityholders, made any loans or advances or guaranteed any loans or advances to any Person (other than loans, advances or guaranties made in the ordinary course of business and consistent with past practices), or otherwise agreed incurred or committed suffered to issueexist any liabilities (other than current liabilities incurred in the ordinary course of business and consistent with past practices); (c) Except for Permitted Encumbrances, sell, deliver suffered or grant permitted any shares of Lien to arise or be granted or created against or upon any class of its capital stock assets; (d) Canceled, waived or released any rights or claims against, or indebtedness owed by, third parties; (e) Amended its certificate of incorporation, bylaws or other organizational documents; (f) Made or permitted any amendment, supplement, modification or termination of, or any securities convertible into acceleration under, any Prize Material Agreement; (g) Sold, leased, transferred, assigned or exchangeable or exercisable for shares otherwise disposed of any class of its capital stock, other than pursuant to and in accordance with (i) any Oil and Gas Interests of Prize that, individually or in the Company Stock Option Plans aggregate, had a value of $500,000 or the Stock Purchase Plans more, or (ii) as listed any other assets that, individually or in the aggregate, had a value at the time of such lease, transfer, assignment or disposition of $500,000 or more (and, in each case where a sale, lease, transfer, assignment or other disposition was made, it was made for fair consideration in the ordinary course of business); provided, however, that this Section 2.03 3.10(g) shall not apply to the sale of Hydrocarbons in the Disclosure Scheduleordinary course of business; (ch) Made any investment in or contribution, payment, advance or loan to any Person (other than investments, contributions, payments or advances, or commitments with respect thereto, less than $500,000 in the aggregate, made in the ordinary course of business and consistent with past practices); (i) Paid, loaned or advanced (other than the payment, advance or reimbursement of expenses in the ordinary course of business) any amounts to, or sold, transferred or leased any of its assets to, or entered into any other transaction with, any of its Affiliates other than the Prize Companies; (j) Made any material change in any of the accounting principles followed by it or the method of applying such principles; (k) Entered into any material transaction (other than this Agreement) except in the ordinary course of business and consistent with past practicepractices; (l) Increased benefits or benefit plan costs or changed bonus, (i) created insurance, pension, compensation or incurred other benefit plan or arrangement or granted any Indebtednessbonus or increase in wages, (ii) assumedsalary or other compensation or made any other change in employment terms to any officer, guaranteed, endorsed director or otherwise as an accommodation become responsible for the obligations employee of any other individual, firm or corporation, made any loans or advances to any other individual, firm or corporation, of the Prize Companies (iii) entered into any commitment or transaction material to the Company and its Subsidiaries, taken as a whole, (iv) incurred any material liabilities outside except in the ordinary course of business consistent with past practice or (v) subjected any asset to any Lienbusiness); (dm) Issued any note, bond or other debt security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligation involving more than $500,000 in the aggregate (other than pursuant to the Accounting Changeover, instituted any material change in its accounting methods, principles or practices except as required by US GAAPPrize Bank Credit Agreement); (en) revalued Delayed or postponed the payment of accounts payable or other liabilities (except in the ordinary course of business); (o) Canceled, compromised, waived or released any right or claim (or series of related rights and claims) involving more than $500,000 (except in the ordinary course of business); (p) Issued, sold, or otherwise disposed of any of its respective assets in capital stock or other equity interest or granted any material respectoption, warrant, or other right to purchase or obtain (including without limitationupon conversion, writing down the value exchange, or exercise) any of inventory its capital stock or writing off notes or accounts receivables, except for amounts previously reserved as reflected in the December 31, 2004 balance sheetother equity interest; (fq) suffered Made any damage, destruction or loss, whether covered by insurance or not, except for such as would not, individually or in the aggregate, have a Company Material Adverse Effect; (g) granted any increase in the base compensation ofloan to, or made entered into any other material change in the employment terms fortransaction with, any of its directors, officers and employees, or employees (except for increases or changes reflecting or based upon changed responsibilities or duties made in the ordinary course of business consistent with past practice and ordinary annual adjustments not to exceed 10% of the base compensation of such director, officer or employee prior to such adjustmentbusiness); (hr) adopted, modified Made or terminated pledged to make any bonus, profit-sharing, incentive, severance charitable or other plan or contract for the benefit of any of its directors, officers and employees other than changes which do not materially increase the aggregate cost of such plan or contract; (i) except for provision of services or sales in capital contribution outside the ordinary course of business consistent with past practice, sold, leased, licensed, assigned, transferred, conveyed business; (s) Made or otherwise disposed of any of its assets or property having a book or market value committed to make capital expenditures in excess of $50,000; (j) entered into any new line of business, or, except for transactions in the ordinary course of business consistent with past practices, incurred or committed to incur any capital expenditures, obligations or liabilities in connection therewith in excess of $50,000 20,000,000 in the aggregate; (kt) acquired Made any change in any material Tax election or agreed to acquire by merging the manner Taxes are reported; (u) Entered into any swap, hedging or consolidating with, similar arrangement which remains open; (v) Accelerated the vesting period of any outstanding option or agreed to acquire by purchasing a substantial portion of the assets of, or warrant; (w) Otherwise been involved in any other mannermaterial occurrence, event, incident, action, failure to act, or transaction involving any business of any other Person; (l) made any cancellation or waiver of (i) any right material to the operation of the business of the Company or any of its Subsidiaries or Prize Companies (ii) any material debts or claims of the Company or a Subsidiary; (m) made any disposition (including any license) of, or abandoned or failed to maintain or enforce any material Intellectual Property Rights owned or used by the Company or any of its Subsidiaries; (n) except in the ordinary course of business consistent with past practices, entered into any agreement, arrangement or transaction with any Affiliate of the Company; orbusiness); (ox) agreed to (i) do any of the things described in the preceding clauses (a) through (n) or (ii) takeAgreed, whether in writing or otherwise, to do any action whichof the foregoing; or (y) Suffered any Material Adverse Effect (other than changes or trends, if taken prior to including changes or trends in commodity prices, generally prevalent in or affecting the date of this Agreement, would have made any representation or warranty in this Article II untrue or incorrectoil and gas industry).

Absence of Certain Changes or Events. Except as disclosed in listed at Section 2.09 3.1(37) of the Seller Disclosure Schedule or as expressly contemplated by this AgreementLetter, since December 31, 20042013, neither the Company nor any Transferred Entities have carried on the Target Business in the Ordinary Course of its Subsidiaries Business, and, in particular, but without limitation, none of the Transferred Entities has, directly or indirectly: (a) redeemedamended its articles, purchasedletters patent or by-laws or similar document adopted or filed in connection with the creation, otherwise acquiredformation or organization of the Transferred Entity; (b) directly or indirectly, or agreed to redeem, purchase or otherwise acquire, any shares of its capital stock, or declared, set aside for payment or paid any dividend or otherwise made a any other payment or distribution (whether in cash, stock on or property or any combination thereof) in respect of its capital stock (other than between the Company and a wholly-owned Subsidiary thereof); (b) authorized for issuance, issued, sold, delivered, granted or issued any options, warrants, calls, subscriptions or other rights for, or otherwise agreed or committed to issue, sell, deliver or grant any shares of any class of its capital stock or any securities convertible into or exchangeable or exercisable for shares of any class of its capital stock, other than pursuant to and in accordance with (i) the Company Stock Option Plans or the Stock Purchase Plans or (ii) as listed in Section 2.03 of the Disclosure Scheduleshares; (c) except in the ordinary course of business consistent with past practiceredeemed, (i) created or incurred any Indebtednesspurchased, (ii) assumed, guaranteed, endorsed retired or otherwise as an accommodation become responsible for the obligations acquired, directly or indirectly, any of any other individual, firm or corporation, made any loans or advances to any other individual, firm or corporation, (iii) entered into any commitment or transaction material to the Company and its Subsidiaries, taken as a whole, (iv) incurred any material liabilities outside the ordinary course of business consistent with past practice or (v) subjected any asset to any Lienshares; (d) other than the Accounting Changeover, instituted made any material change changes in its accounting methodsprinciples, principles policies, practices or practices methods except as required by US GAAPApplicable Law, any Governmental Authority or Canadian Generally Accepted Accounting Principles; (e) revalued any of its respective assets in made any material respect, including without limitation, writing down the value of inventory or writing off notes or accounts receivables, except for amounts previously reserved as reflected changes in the December 31, 2004 balance sheetremuneration or compensation structure of agents and brokers who market and sell the Policies; (f) suffered purchased or otherwise acquired any damage, destruction or loss, whether covered by insurance or not, interest in any material securities of any other Person except for such as would not, individually or in the aggregate, have a Company Material Adverse Effectrespect of General Investment Assets; (g) granted any increase in the base compensation of, or made any other material change capital expenditure or authorized any capital expenditure in the employment terms for, any each case in excess of its directors, officers one million and employees, except for increases or changes reflecting or based upon changed responsibilities or duties made in the ordinary course of business consistent with past practice and ordinary annual adjustments not to exceed 10% of the base compensation of such director, officer or employee prior to such adjustmenteight-hundred thousand dollars ($1,800,000); (h) adoptedmortgaged, modified pledged, granted a security interest in or terminated any bonusotherwise created a Lien, profit-sharingother than a Permitted Lien, incentive, severance or other plan or contract for the benefit of on any of its directorsproperty or assets, officers except (i) in the Ordinary Course of Business, or (ii) in amounts which, individually and employees other than changes which do in the aggregate, are not materially increase material to the aggregate cost financial condition of such plan or contractthe Target Business; (i) except for provision of services cancelled or sales in the ordinary course of business consistent waived any debt, claim or other right with past practice, sold, leased, licensed, assigned, transferred, conveyed or otherwise disposed of any of its assets or property having a book or market value to such Transferred Entity in excess of five million dollars ($50,0005,000,000); (j) entered issued or sold any of its shares or other securities or issued, sold or granted any option, warrant or right to purchase any of its shares or other securities or issued any security convertible into its shares, granted any new line of business, registration rights or otherwise made any change to its authorized or issued share capital; or, except for transactions in the ordinary course of business consistent with past practices, incurred or committed to incur any capital expenditures, obligations or liabilities in connection therewith in excess of $50,000 in the aggregate; (k) acquired agreed, committed or agreed to acquire by merging or consolidating with, or agreed to acquire by purchasing a substantial portion of the assets of, or in any other manner, any business of any other Person; (l) made any cancellation or waiver of (i) any right material to the operation of the business of the Company or any of its Subsidiaries or (ii) any material debts or claims of the Company or a Subsidiary; (m) made any disposition (including any license) of, or abandoned or failed to maintain or enforce any material Intellectual Property Rights owned or used by the Company or any of its Subsidiaries; (n) except in the ordinary course of business consistent with past practices, entered into any agreement, arrangement or transaction with understanding to take any Affiliate of the Company; or (o) agreed to (i) do any of the things described actions enumerated in the preceding clauses paragraphs (a) through to (nj) or (ii) take, whether in writing or otherwise, any action which, if taken prior to the date of this Agreement, would have made any representation or warranty in this Article II untrue or incorrectSection 3.1(37).

Absence of Certain Changes or Events. Except Since September 30, 2007, except as disclosed reported in Section 2.09 of Current Reports on Form 8-K filed with the Disclosure Schedule or Securities and Exchange Commission, and except as expressly contemplated by this Agreement, since December 31, 2004, neither the Company nor any of its Subsidiaries has, directly or indirectly: (a) redeemedthere has not been any Material Adverse Change in the business, purchasedoperations, otherwise acquiredproperties, assets, or condition of SVCC; and (b) SVCC has not (i) amended its Certificate of Incorporation; (ii) declared or made, or agreed to declare or make, any payment of dividends or distributions of any assets of any kind whatsoever to stockholders or purchased or redeemed, or agreed to purchase or redeem, purchase or otherwise acquire, any shares of its outstanding capital stock; (iii) made any material change in its method of management, operation, or declared, set aside accounting; (iv) entered into any material transaction; or paid (v) made any dividend accrual or otherwise made a distribution (whether in cash, stock arrangement for payment of bonuses or property special compensation of any kind or any combination thereof) in respect of its capital stock (other than between the Company and a wholly-owned Subsidiary thereof); (b) authorized for issuance, issued, sold, delivered, granted severance or issued termination pay to any options, warrants, calls, subscriptions present or other rights for, former officer or otherwise agreed or committed to issue, sell, deliver or grant any shares of any class of its capital stock or any securities convertible into or exchangeable or exercisable for shares of any class of its capital stock, other than pursuant to and in accordance with (i) the Company Stock Option Plans or the Stock Purchase Plans or (ii) as listed in Section 2.03 of the Disclosure Schedule;employee. (c) Neither SVCC nor any subsidiary has (i) 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 consistent with past practice, (i) created or incurred any Indebtedness, business; (ii) assumed, guaranteed, endorsed or otherwise as an accommodation become responsible for the obligations of any other individual, firm or corporation, made any loans or advances to any other individual, firm or corporation, (iii) entered into any commitment or transaction material to the Company and its Subsidiaries, taken as a whole, (iv) incurred paid any material liabilities outside the ordinary course of business consistent with past practice obligation or liability (v) subjected any asset to any Lien; (dabsolute or contingent) other than the Accounting Changeover, instituted any material change in its accounting methods, principles or practices except as required by US GAAP; (e) revalued any of its respective assets in any material respect, including without limitation, writing down the value of inventory or writing off notes or accounts receivables, except for amounts previously reserved as current liabilities reflected in or shown on the December 31, 2004 most recent SVCC balance sheet; (f) suffered any damage, destruction or loss, whether covered by insurance or not, except for such as would not, individually or in the aggregate, have a Company Material Adverse Effect; (g) granted any increase in the base compensation of, or made any other material change in the employment terms for, any of its directors, officers and employees, except for increases or changes reflecting or based upon changed responsibilities or duties made current liabilities incurred since that date in the ordinary course of business consistent with past practice business; (iii) sold, transferred or otherwise disposed of, or pledged, mortgaged or encumbered in any way any of its assets or rights or any revenues derived therefore, other than sales of products and services in the ordinary annual adjustments course of business; (iv) canceled any material debts or claims; (v) made or permitted any material amendment or termination of any contract, agreement, or license to which it is a party; (vi) adopted or amended any employee benefit plan, compensation commitment, severance agreement or employment contract (other than employment at-will arrangements that do not require severance or termination payments) to exceed 10% of the base compensation of such which any director, officer or employee prior to such adjustment; of SVCC or any subsidiary is a party or a participant; (hvii) adopted, modified accepted the resignation of or terminated any bonus, profit-sharing, incentive, severance or other plan or contract for the benefit employment of any director, officer or employee of its directors, officers and employees other than changes which do not materially increase the aggregate cost of such plan SVCC or contract; any subsidiary; (iviii) except made any material change in any accounting principle or method or election for provision of services or sales in the ordinary course of business consistent with past practice, sold, leased, licensed, assigned, transferred, conveyed or otherwise disposed of federal income tax purposes used by SVCC; (ix) acquired any of its assets or property having a book or market value in excess of $50,000; (j) entered into any new line of business, or, except for transactions in the ordinary course of business consistent with past practices, incurred or committed to incur made any capital expenditures, obligations additions or liabilities in connection therewith in excess of improvements or commitments for the same, except those which do not exceed $50,000 in the aggregate; (k) acquired or agreed to acquire by merging or consolidating with, or agreed to acquire by purchasing a substantial portion of the assets of, or in any other manner, any business of any other Person; (l) made any cancellation or waiver of (i) any right material to the operation of the business of the Company or any of its Subsidiaries ; or (ii) any material debts or claims of the Company or a Subsidiary; (m) made any disposition (including any license) of, or abandoned or failed to maintain or enforce any material Intellectual Property Rights owned or used by the Company or any of its Subsidiaries; (n) except in the ordinary course of business consistent with past practices, entered into any agreement, arrangement or transaction with any Affiliate of the Company; or (ox) agreed to (i) do any of the things described in the preceding clauses (a) through (n) or (ii) take, whether in writing or otherwise, any action which, if taken prior to the date of this Agreement, would have made any representation or warranty in this Article II untrue or incorrectforegoing.

Absence of Certain Changes or Events. (a) Except as disclosed in Section 2.09 of the Disclosure set forth on Schedule or as expressly contemplated by this Agreement3.9, since December 31, 2004, neither the Company nor any of its Subsidiaries has, directly or indirectly: (a) redeemed, purchased, otherwise acquired, or agreed to redeem, purchase or otherwise acquire, any shares of its capital stock, or declared, set aside or paid any dividend or otherwise made a distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock (other than between the Company and a wholly-owned Subsidiary thereof); (b) authorized for issuance, issued, sold, delivered, granted or issued any options, warrants, calls, subscriptions or other rights for, or otherwise agreed or committed to issue, sell, deliver or grant any shares of any class of its capital stock or any securities convertible into or exchangeable or exercisable for shares of any class of its capital stock, other than pursuant to and in accordance with Subject Companies have (i) the Company Stock Option Plans or the Stock Purchase Plans or (ii) as listed in Section 2.03 of the Disclosure Schedule; (c) except in the ordinary course of business consistent with past practice, (i) created or incurred any Indebtedness, (ii) assumed, guaranteed, endorsed or otherwise as an accommodation become responsible for the obligations of any other individual, firm or corporation, made any loans or advances to any other individual, firm or corporation, (iii) entered into any commitment or transaction material to the Company and its Subsidiaries, taken as a whole, (iv) incurred any material liabilities outside the ordinary course of business consistent with past practice or (v) subjected any asset to any Lien; (d) other than the Accounting Changeover, instituted any material change in its accounting methods, principles or practices except as required by US GAAP; (e) revalued any of its respective assets in any material respect, including without limitation, writing down the value of inventory or writing off notes or accounts receivables, except for amounts previously reserved as reflected in the December 31, 2004 balance sheet; (f) not suffered any damageeffects, destruction changes, events or loss, whether covered by insurance developments which have had or not, except for such as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect; (gb) granted any increase Since December 31, 2004, the Subject Companies have, in the base compensation ofall material respects, or made any other material change in the employment terms for, any of its directors, officers operated and employees, except for increases or changes reflecting or based upon changed responsibilities or duties made conducted their respective businesses in the ordinary course of business consistent with past practice and ordinary annual adjustments not to exceed 10% of the base compensation of such directorand, officer or employee prior to such adjustment; (h) adoptedexcept as set forth on Schedule 3.9, modified or terminated any bonus, profit-sharing, incentive, severance or other plan or contract for the benefit of any of its directors, officers and employees other than changes which do not materially increase the aggregate cost of such plan or contract;have not: (i) except for provision of services incurred any obligation, liability (whether absolute, accrued, contingent or sales in the ordinary course of business consistent with past practice, sold, leased, licensed, assigned, transferred, conveyed otherwise) or otherwise disposed of any of its assets or property having a book or market value Indebtedness in excess of $50,000250,000 in the aggregate or involving in any case annual expenditures in excess of $100,000; (jii) failed to discharge or satisfy any Lien or pay or satisfy any obligation or liability (whether absolute, accrued, contingent or otherwise), other than liabilities being contested in good faith and for which adequate reserves have been provided; (iii) mortgaged, pledged or subjected to any Lien any of their respective assets, properties or rights; (iv) sold or transferred any of their respective assets or canceled any debts or claims or waived any rights; (v) disposed of any Intellectual Property; (vi) entered into any new line transaction material to their respective businesses; (vii) written down the value of businessany inventory or written off as uncollectible any of their respective accounts receivable or any portion thereof not reflected in the Balance Sheet; (viii) granted any increase in the compensation or benefits of, oror loaned or advanced any money or other property to, their respective present or former directors, officers or employees or entered into any employment or severance agreement or arrangement with any of their respective present or former directors, officers or employees; (ix) incurred any obligation or liability for the payment of severance benefits; (x) declared, paid or set aside for payment any dividend or other distribution in respect of shares of their respective capital stock or other securities, or redeemed, purchased or otherwise acquired, directly or indirectly, any shares of their respective capital stock or other securities, or agreed to do so; (xi) laid off any employees; (xii) established, adopted, entered into, amended or terminated any Plans, except to the extent that any such amendments are required by Law, are necessary to preserve the tax-qualified status of any Plan or do not result in an increase in benefits for transactions in their respective present or former directors, officers or employees; (xiii) granted, amended, modified, extended or terminated any trackage rights agreement, haulage agreement, power-run-through agreement, marketing agreement, joint facilities agreement or other agreement with carriers materially affecting the ordinary course operations on, or marketing of business consistent traffic to, from or over, the Rail Facilities; (xiv) changed any financial or accounting policy or practice, made, changed or revoked any Tax election, filed any amended Tax Return, agreed to an extension or waiver of the statute of limitations with past practicesrespect to the assessment or determination of Taxes, incurred surrendered any right to claim a Tax refund, entered into any closing agreement with respect to Taxes or committed to incur settled or compromised any capital expenditures, obligations or liabilities in connection therewith Tax liability; (xv) made any purchase in excess of $50,000 500,000, or additions to property, plant or equipment used in the aggregateits operations other than ordinary repairs and maintenance; (kxvi) acquired granted any equity or agreed to acquire by merging or consolidating with, or agreed to acquire by purchasing a substantial portion of the assets of, or in any other manner, any business of any other Person; (l) made any cancellation or waiver of (i) any right material to the operation of the business of the Company or any of its Subsidiaries or (ii) any material debts or claims of the Company or a Subsidiary; (m) made any disposition (including any license) of, or abandoned or failed to maintain or enforce any material Intellectual Property Rights owned or used by the Company or any of its Subsidiaries; (n) except in the ordinary course of business consistent with past practices, entered into any agreement, arrangement or transaction with any Affiliate of the Companyequity-based awards; or (oxvii) agreed entered into any agreement to take any action prohibited by clauses (i) do any of the things described in the preceding clauses (a) through (n) or (ii) take, whether in writing or otherwise, any action which, if taken prior to the date of this Agreement, would have made any representation or warranty in this Article II untrue or incorrectxvi).

Absence of Certain Changes or Events. Except as disclosed in Section 2.09 of the Disclosure set forth on Schedule or as expressly contemplated by this Agreement3.7, since December 31, 20042022, neither the Company nor has conducted its business only in the Ordinary Course of Business and there has not been a Material Adverse Effect. Without limiting the foregoing, except as set forth on Schedule 3.7, since December 31, 2022, the Company has not (a) issued, purchased or redeemed any of its Subsidiaries has, directly or indirectly: (a) redeemed, purchased, otherwise acquiredequity securities, or agreed to redeem, purchase or otherwise acquire, any shares of its capital stock, or declared, set aside or paid any dividend or otherwise made a distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock (other than between the Company and a wholly-owned Subsidiary thereof); (b) authorized for issuance, issued, sold, delivered, granted or issued any optionsoption, warrants, calls, subscriptions warrant or other rights forright to purchase or acquire any such equity securities, (b) incurred or otherwise agreed discharged any Liabilities, except Liabilities incurred or committed to issuedischarged in the Ordinary Course of Business, sell, deliver or grant any shares of any class of its capital stock or any securities convertible into or exchangeable or exercisable for shares of any class of its capital stock, other than pursuant to and in accordance with (i) the Company Stock Option Plans or the Stock Purchase Plans or (ii) as listed in Section 2.03 of the Disclosure Schedule; (c) encumbered any of its properties or assets, tangible or intangible, except for Encumbrances incurred in the ordinary course Ordinary Course of business consistent with past practiceBusiness, (i) created or incurred any Indebtedness, (ii) assumed, guaranteed, endorsed or otherwise as an accommodation become responsible for the obligations of any other individual, firm or corporation, made any loans or advances to any other individual, firm or corporation, (iii) entered into any commitment or transaction material to the Company and its Subsidiaries, taken as a whole, (iv) incurred any material liabilities outside the ordinary course of business consistent with past practice or (v) subjected any asset to any Lien; (d) other than the Accounting Changeover, instituted any material change in its accounting methods, principles or practices except as required by US GAAP; (e) revalued any of its respective assets in any material respect, including without limitation, writing down the value of inventory or writing off notes or accounts receivables, except for amounts previously reserved as reflected in the December 31, 2004 balance sheet; (f) suffered any damage, destruction or loss, whether covered by insurance or not, except for such as would not, individually or in the aggregate, have a Company Material Adverse Effect; (gi) granted any increase in the base compensation of, or made any salaries (other material change than normal increases for employees averaging not in the employment terms for, any excess of its directors, officers and employees, except for increases or changes reflecting or based upon changed responsibilities or duties five percent per annum made in the Ordinary Course of Business) or other compensation or benefits payable or to become payable to, or any advance (excluding advances for ordinary course of business expenses consistent with past practice and ordinary annual adjustments not to exceed 10% practice) or loan to, any officer, director, shareholder, member, partner, employee or independent contractor of the base compensation of such directorCompany, officer or employee prior (ii) made any payments to such adjustment; (h) adoptedany pension, modified or terminated any bonusretirement, profit-sharing, incentivebonus or similar plan except payments in the Ordinary Course of Business made pursuant to the Benefit Plans, severance (iii) granted or made any other payment of any kind to or on behalf of any officer, director, member, partner, shareholder, employee or independent contractor other than payment of base compensation and reimbursement for reasonable expenses in the Ordinary Course of Business and distributions to Member, or (iv) except as contemplated by Section 5.6, adopted, amended or terminated any employee benefit plan (including any Benefit Plan) or any stay bonus, retention bonus, transaction bonus or change in control bonus plan or contract arrangement, other than, in any case, amendments required by applicable Law, (e) suffered any change or, to the knowledge of Member, received any threat of any change in any of its relations with, or any loss or, to the knowledge of Member, threat of loss of, any of the suppliers, clients, distributors, customers or employees that are material to the Business, including any loss or change which may result from the transactions contemplated by this Agreement, (f) disposed of or failed to keep in effect any rights in, to or for the benefit use of any Permit material to the Business, (g) changed any method of keeping of its books of account or accounting practices, (h) disposed of or failed to keep in effect any rights in, to or for the use of any of its directorsthe Intellectual Property material to the Business, officers and employees other than changes which do not materially increase the aggregate cost of such plan or contract; (i) except for provision of services or sales in the ordinary course of business consistent with past practice, sold, leased, licensed, assigned, transferred, conveyed transferred or otherwise disposed of any assets, properties or rights of its assets or property having the Business with a book or market value in excess of $50,000; 25,000, except inventory sold in the Ordinary Course of Business and distributions of cash to the Member, (j) entered into any new line transaction or Contract outside the Ordinary Course of businessBusiness or with any partner, orshareholder, except for transactions member, officer, director or other Affiliate of the Company or Member, (k) made or authorized any single capital expenditure in the ordinary course excess of business consistent with past practices$25,000, incurred or committed to incur any capital expenditures, obligations or liabilities in connection therewith expenditures in excess of $50,000 in the aggregate; (k) acquired or agreed to acquire by merging or consolidating with, or agreed to acquire by purchasing a substantial portion of the assets of, or in any other manner, any business of any other Person; (l) changed or modified in any manner its existing credit, collection and payment policies, procedures and practices with respect to accounts receivable and accounts payable, respectively, including acceleration of collections of receivables, failure to make or delay in making collections of receivables (whether or not past due), acceleration of payment of payables or failure to pay or delay in payment of payables, (m) incurred any material damage, destruction, theft, loss or business interruption, (n) made (except as consistent with past practice) or revoked any cancellation Tax election or waiver of settled or compromised any material Liability for Taxes with any Taxing Authority, (io) waived or released any material right material to the operation of the business or claim of the Company or incurred any modifications, amendments or terminations of its Subsidiaries or (ii) any material debts or claims of Contracts which are in the aggregate materially adverse to the Company or a Subsidiary; (m) made any disposition (including any license) ofthe Business, or abandoned or failed to maintain or enforce (q) instituted any material Intellectual Property Rights owned or used by change in its conduct of the Company Business or any material change in its accounting practices or methods of its Subsidiaries; (n) except in the ordinary course of business consistent with past practices, entered into any agreement, arrangement or transaction with any Affiliate of the Company; or (o) agreed to (i) do any of the things described in the preceding clauses (a) through (n) or (ii) take, whether in writing or otherwise, any action which, if taken prior to the date of this Agreement, would have made any representation or warranty in this Article II untrue or incorrectcash management.

Absence of Certain Changes or Events. Except as disclosed in Section 2.09 Since the date of the Disclosure Schedule Interim Balance Sheet, the Company has operated its business in the Ordinary Course of Business and there has not occurred any Material Adverse Effect with respect to the Company and no event has occurred or as expressly contemplated by this Agreementcircumstance exists that, in combination with any other events or circumstances, would reasonably be expected to have a Material Adverse Effect with respect to the Company. Without limiting the generality of the foregoing, since December 31the date of the Interim Balance Sheet, 2004, neither the Company nor any of its Subsidiaries has, directly or indirectlyhas not: (a) redeemedhad a material adverse change in their business, purchasedcondition, otherwise acquiredassets, Liabilities, operations or financial performance; (b) experienced any material loss, damage or destruction to, or agreed to redeem, purchase or otherwise acquireany material interruption in the use of, any shares of its capital stockthe assets the Company (whether or not covered by insurance); (c) amended any of the Organizational Documents, or effected or been a party to any acquisition transaction, recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; (d) declared, accrued, set aside or paid any dividend or otherwise made a any other distribution (whether in cash, stock or property or any combination thereof) in respect of its any shares of capital stock (other than between the Company and a wholly-owned Subsidiary thereof)stock; (be) authorized for issuance, issuedexcept as set forth in Section 4.10(e) of the Company Disclosure Schedule, sold, delivered, granted issued or issued any options, warrants, calls, subscriptions or other rights for, or otherwise agreed or committed to issue, sell, deliver or grant any shares authorized the issuance of any class of its capital stock or any securities convertible into or exchangeable or exercisable Equity Participations (except for shares of any class Common Stock issued upon the exercise of its capital stock, other than pursuant to and in accordance with (i) Company Options outstanding on the Company Stock Option Plans or the Stock Purchase Plans or (ii) as listed in Section 2.03 date of the Disclosure ScheduleInterim Balance Sheet) in the Company; (cf) except formed any Subsidiary or acquired any Equity Participation in the ordinary course of business consistent with past practice, (i) created or incurred any Indebtedness, (ii) assumed, guaranteed, endorsed or otherwise as an accommodation become responsible for the obligations of any other individual, firm Entity; (g) incurred or corporation, made any loans or advances to any other individual, firm or corporation, (iii) entered into any commitment material Contract with respect to any Indebtedness or transaction material to the Company and its Subsidiaries, taken as a whole, (iv) incurred any material liabilities outside the ordinary course of business consistent with past practice or (v) subjected any asset of its properties or assets to any Lien; (dh) other than the Accounting Changeover, instituted any material change in its accounting methods, principles or practices except as required contemplated by US GAAPthis Agreement, amended or waived any of its rights under, or permitted the acceleration of vesting under: (i) any provision of the Stock Plan or (ii) any provision of any agreement evidencing any outstanding Company Option or Company Restricted Stock award; (ei) revalued adopted, entered into, amended or terminated any Benefit Plan, collective bargaining agreement or any employment or other benefit Contract involving any of its respective assets in any material respectcurrent or former directors, including without limitationofficers, writing down the value of inventory employees, consultants or writing off notes or accounts receivablesother service providers, except for amounts previously reserved other than as reflected in the December 31, 2004 balance sheetmay have been required by applicable Law; (fj) suffered increased any damagecompensation or benefits, destruction paid any bonus, granted or loss, whether covered by insurance or not, except for such as would not, individually or in the aggregate, have a Company Material Adverse Effect; (g) granted increased any increase in the base compensation of, or made any other material change in control, retention, severance or termination compensation or benefits or otherwise changed any of the terms of employment terms for, or service for any of its directors, officers and officers, employees, except for increases consultants or changes reflecting or based upon changed responsibilities or duties made in the ordinary course of business consistent with past practice and ordinary annual adjustments not to exceed 10% of the base compensation of such director, officer or employee prior to such adjustmentother service providers; (hk) adoptedmade any payment of any nature to any employee, modified or terminated any bonusdirector, profit-sharingofficer, incentive, severance consultant or other plan service provider or contract for the benefit of any of its directorsEquityholder, officers and employees other than changes which do not materially increase compensation as an employee of the aggregate cost Company or the payment of such plan or contractbenefits pursuant to a Benefit Plan, in each case payable in the Ordinary Course of Business; (il) except for provision of services as contemplated by this Agreement, taken any action to accelerate the vesting or sales payment of, or to fund or in any other way secure the ordinary course of business consistent with past practicepayment of, soldcompensation or benefits under any employment or benefit Contract or Benefit Plan; (m) forgiven or canceled any Indebtedness owed to it or claims held by it, leased, licensed, assigned, transferred, conveyed or otherwise disposed of waived or relinquished any of its assets or property right having a book or market value in excess of twenty five thousand dollars ($50,000; 25,000) individually or one hundred thousand dollars (j$100,000) entered into any new line of business, or, except for transactions in the ordinary course of business consistent with past practices, incurred or committed to incur any capital expenditures, obligations or liabilities in connection therewith in excess of $50,000 in the aggregate; (kn) acquired or agreed to acquire by merging or consolidating with, or agreed to acquire by purchasing a substantial portion of the assets of, or in any other manner, any business of any other Person; (l) made any cancellation or waiver of (i) acquired, leased or licensed any right material to or other asset from any other Person in excess of twenty five thousand dollars ($25,000) individually or one hundred thousand ($100,000) in the operation of the business of the Company or any of its Subsidiaries aggregate; or (ii) sold or otherwise disposed of, or leased or licensed, any material debts right or claims other asset to any other Person in excess of twenty five thousand dollars ($25,000) individually or one hundred thousand ($100,000) in the aggregate, in each case except for the acquisition of supplies in the Ordinary Course of Business, the acquisition of capital assets subject to Section 4.10(o) below, the sale of Company Products in the Ordinary Course of Business, or a Subsidiarythe disposal of obsolete equipment in the Ordinary Course of Business; (mo) incurred a capital expenditure or made any disposition a commitment to incur a capital expenditure, exceeding twenty five thousand dollars (including any license$25,000) of, individually or abandoned or failed to maintain or enforce any material Intellectual Property Rights owned or used by one hundred thousand ($100,000) in the Company or aggregate; (p) revalued any of its Subsidiariesproperties or assets (whether tangible or intangible), including writing down the value of inventory, written off accounts receivable as uncollectible, or established any extraordinary reserve with respect to any account receivable or other Indebtedness in excess of twenty five thousand dollars ($25,000) individually or one hundred thousand ($100,000) in the aggregate; (nq) except failed to pay its obligations or satisfy its Liabilities as the same have become due and payable or requested an extension for the payment of obligations or satisfaction of Liabilities that would have otherwise become due and payable; (r) sold Company Products outside of the Ordinary Course of Business; (s) changed any of its methods of accounting or accounting practices in any respect, other than as required by GAAP; (t) excepting any action that increased the ordinary course Company’s Tax liability by less than ten thousand dollars ($10,000), changed any election in respect of business consistent with past practicesTaxes, adopted or changed any accounting method in respect of Taxes, agreed or settled any claim or assessment in respect of Taxes, filed any amended Tax Return, entered into any agreement“Tax Sharing Agreement” (as defined herein) or closing agreement relating to any Tax, arrangement surrendered any right to claim a Tax refund, or transaction with extended or waived the limitation period applicable to any Affiliate claim or assessment in respect of Taxes; (u) commenced or settled any Action; (v) obtained Knowledge of the commencement, settlement or written notice or threat of any Action against the Company, or, to the Company’s Knowledge, any reasonable basis for any of the foregoing; (w) changed or modified its credit, collection or payment policies, procedures or practices, including accelerating collections or receivables (whether or not past due) or failed to pay or delayed payment of payables or other Liabilities; (x) entered into any material transaction or taken any other material action outside the Ordinary Course of Business; or (oy) agreed or committed to (i) do take any of the things described actions referred to in the preceding clauses subclauses “(a) c)” through “(n) or (ii) take, whether in writing or otherwise, any action which, if taken prior to the date of this Agreement, would have made any representation or warranty in this Article II untrue or incorrectx)” above.

Absence of Certain Changes or Events. Except as disclosed in Section 2.09 3.9 of the Disclosure Schedule or as expressly contemplated by this AgreementSchedule, since December March 31, 20042000, neither there has not been any Material Adverse Change in the condition (financial or otherwise), results of operations, revenues, expenses, gross operating profits, businesses, prospects, assets or liabilities (contingent or otherwise) of the Company nor any of its Subsidiaries has, directly or indirectlyand the Company has not: (a) redeemedmade any declaration, purchased, otherwise acquired, or agreed to redeem, purchase or otherwise acquire, any shares of its capital stock, or declared, set setting aside or paid any payment of a dividend or otherwise made a distribution (whether in cash, stock or property or any combination thereofproperty) in respect of its the capital stock (other than between of the Company and a wholly-owned Subsidiary thereof)or any Company Subsidiary; (b) authorized for issuance, issued, sold, delivered, granted incurred any borrowing or issued any options, warrants, calls, subscriptions lending of money or other rights for, or otherwise agreed or committed to issue, sell, deliver or grant any shares guarantee of any class of its capital stock obligation by the Company or any securities convertible into Company Subsidiary in excess of five thousand dollars ($5,000) (contingent or exchangeable or exercisable for shares otherwise), except in the Ordinary Course of any class of its capital stock, other than pursuant to and in accordance with (i) the Company Stock Option Plans or the Stock Purchase Plans or (ii) as listed in Section 2.03 of the Disclosure ScheduleBusiness; (c) except made any disposition, including leasing, of any material properties or assets used in the ordinary course Business, except sales made in the Ordinary Course of business consistent with past practice, (i) created or incurred any Indebtedness, (ii) assumed, guaranteed, endorsed or otherwise as an accommodation become responsible for the obligations of any other individual, firm or corporation, made any loans or advances to any other individual, firm or corporation, (iii) entered into any commitment or transaction material to the Company and its Subsidiaries, taken as a whole, (iv) incurred any material liabilities outside the ordinary course of business consistent with past practice or (v) subjected any asset to any LienBusiness; (d) other than engaged in any activities outside the Accounting Changeover, instituted any material change in its accounting methods, principles or practices except Ordinary Course of Business as required by US GAAPconducted on the date hereof; (e) revalued any of issued or repurchased its respective assets in any material respect, including without limitation, writing down the value of inventory or writing off notes or accounts receivables, except for amounts previously reserved as reflected in the December 31, 2004 balance sheetstock; (f) suffered discharged or satisfied any damage, destruction lien or loss, whether covered by insurance encumbrance or notpaid any obligation or liability (contingent or otherwise) in excess of five thousand dollars ($5,000), except for current liabilities outstanding on the date set forth above and current liabilities incurred since such as would not, individually or date in the aggregate, have a Company Material Adverse EffectOrdinary Course of Business; (g) granted mortgaged, pledged or subjected to lien, charge, security interest or other encumbrance any increase of the material properties or assets of the Company, except in the base compensation of, or made any other material change in the employment terms for, any Ordinary Course of its directors, officers and employees, except for increases or changes reflecting or based upon changed responsibilities or duties made in the ordinary course of business consistent with past practice and ordinary annual adjustments not to exceed 10% of the base compensation of such director, officer or employee prior to such adjustmentBusiness; (h) adopted, modified canceled or terminated compromised any bonus, profit-sharing, incentive, severance or other plan or contract for debt owed to it except in the benefit Ordinary Course of any of its directors, officers and employees other than changes which do not materially increase the aggregate cost of such plan or contractBusiness; (i) knowingly and expressly waived or released any rights (including, without limitation, discounting any account receivable) except for provision of services or sales in the ordinary course Ordinary Course of business consistent with past practice, sold, leased, licensed, assigned, transferred, conveyed or otherwise disposed of any of its assets or property having a book or market value in excess of $50,000Business; (j) entered into sold, assigned, transferred or granted any new line of businessrights under any licenses, orpatents, except for transactions in inventions, trademarks, service marks, trade names, or copyrights or rights with respect to any know-how or other intangible assets, which sale, assignment, transfer or grant would have a Material Adverse Effect on the ordinary course of business consistent with past practices, incurred Company or committed to incur any capital expenditures, obligations or liabilities in connection therewith in excess of $50,000 in the aggregateits material properties and assets; (k) acquired amended or agreed terminated any contract, agreement or license to acquire by merging which the Company is a party, which amendment or consolidating with, termination would have a Material Adverse Effect on the Company or agreed to acquire by purchasing a substantial portion of the assets of, its material properties or in any other manner, any business of any other Personassets; (l) made knowingly disposed of or knowingly permitted to lapse any cancellation rights for the use of any patent, trademark, service mark, ▇▇ade name or waiver copyright or knowingly disposed of (i) or disclosed to any right material to the operation person not an employee, supplier, broker, distributor or customer any trade secret, process or know-how not theretofore a matter of the business of public knowledge, which dispositions or disclosures would have a Material Adverse Effect on the Company or any of its Subsidiaries material properties or (ii) any material debts or claims of the Company or a Subsidiaryassets; (m) made terminated the employment of any disposition (including employee or entered into any license) of, or abandoned or failed to maintain or enforce any material Intellectual Property Rights owned or used by employment agreement outside the Company or any Ordinary Course of its SubsidiariesBusiness; (n) except increased the rate of compensation or bonus payments payable or to become payable to any of the employees or directors of the Company other than in the ordinary course Ordinary Course of business consistent with past practicesBusiness; (o) declared any dividend or made any payment (other than normal reimbursement payments) or distribution to the shareholders of Company, in their capacity as such, that would have an adverse effect on the Company or its material properties or assets; (p) entered into any agreementother transaction, arrangement contract or transaction with any Affiliate commitment other than in the Ordinary Course of Business which would have an adverse effect on the CompanyCompany or its material properties or assets; or (oq) agreed to (i) do any of the things described in the preceding clauses (a) through (n) or (ii) take, whether in writing or otherwise, any action which, if taken prior to the date p). For purposes of this Agreement, would have made any representation or warranty in this Article II untrue or incorrect.,

Absence of Certain Changes or Events. Except Since January 1, 1999, except as disclosed otherwise set forth in Section 2.09 of the Disclosure Schedule 2.05 hereto or as expressly contemplated by this Agreement, since December 31, 2004, neither the Company nor any of its Subsidiaries has, directly or indirectlyhas not: (a) redeemedchanged or amended its Certificate of Formation or its Operating Agreement, purchaseddated March 25, otherwise acquired1999 (collectively, the "Company Organization Documents"); (b) incurred any obligation or liability (fixed or contingent), except normal trade or business obligations incurred in the ordinary course of business and consistent with past practice, none of which individually or in the aggregate is materially adverse; (c) discharged or satisfied any Lien, security interest, charge, or agreed other encumbrance or paid any obligation or liability (fixed or contingent), other than in the ordinary course of business and consistent with past practice or as otherwise expressly permitted hereunder; (d) mortgaged, pledged, or subjected to redeemany Lien, purchase security interest, charge, or other encumbrance any of its assets or properties (other than Permitted Liens as defined in Section 2.07 hereof); (e) transferred, leased, or otherwise acquire, disposed of any shares of its capital stockassets or properties, except for fair consideration in the ordinary course of business and consistent with past practice, or acquired any assets or properties, except in the ordinary course of business and consistent with past practice; (f) declared, set aside aside, or paid any dividend or otherwise made a distribution (whether in cash, stock membership interests or property or any combination thereof) in respect of its capital stock (other than between membership interests, or redeemed or otherwise acquired any of its membership interests, or split, combined or otherwise similarly changed its membership interests, or authorized the Company and a wholly-owned Subsidiary thereof); (b) authorized for issuancecreation or issuance of, issued, sold, delivered, granted or issued any options, warrants, calls, subscriptions or other rights for, or otherwise agreed or committed to issue, sell, deliver or grant any shares of any class of its capital stock or sold any securities or obligations convertible into or exchangeable therefor, or exercisable for shares given any person any right to acquire any membership interest from the Company, or agreed to take any such action; (g) made any investment of a capital nature, whether by purchase of stock or securities, contributions to capital, property transfers, or otherwise, in any class other partnership, corporation, or other entity, or purchased any material property or assets, where the investment exceeds $250,000 or otherwise is out of its capital stockthe ordinary course of business of the Company; (h) canceled or compromised any debt or claim, other than pursuant to and in accordance with (i) the Company Stock Option Plans or the Stock Purchase Plans or (ii) as listed in Section 2.03 of the Disclosure Schedule; (c) except in the ordinary course of business consistent with past practice, ; (i) created waived or incurred released any Indebtedness, (ii) assumed, guaranteed, endorsed or otherwise as an accommodation become responsible for the obligations rights of any other individual, firm or corporation, made any loans or advances to any other individual, firm or corporation, (iii) entered into any commitment or transaction material to the Company and its Subsidiaries, taken as a whole, (iv) incurred any material liabilities outside the ordinary course of business consistent with past practice or (v) subjected any asset to any Lien; (d) other than the Accounting Changeover, instituted any material change in its accounting methods, principles or practices except as required by US GAAP; (e) revalued any of its respective assets in any material respectvalue, including without limitation, writing down the value of inventory or writing off notes or accounts receivables, except for amounts previously reserved any Intangible Rights (as reflected defined in the December 31, 2004 balance sheet; (fSection 2.08(b) suffered any damage, destruction or loss, whether covered by insurance or not, except for such as would not, individually or in the aggregate, have a Company Material Adverse Effect; (g) granted any increase in the base compensation of, or made any other material change in the employment terms for, any of its directors, officers and employees, except for increases or changes reflecting or based upon changed responsibilities or duties made in the ordinary course of business consistent with past practice and ordinary annual adjustments not to exceed 10% of the base compensation of such director, officer or employee prior to such adjustment; (h) adopted, modified or terminated any bonus, profit-sharing, incentive, severance or other plan or contract for the benefit of any of its directors, officers and employees other than changes which do not materially increase the aggregate cost of such plan or contract; (i) except for provision of services or sales in the ordinary course of business consistent with past practice, sold, leased, licensed, assigned, transferred, conveyed or otherwise disposed of any of its assets or property having a book or market value in excess of $50,000hereof); (j) entered into transferred or granted any new line rights under or with respect to any Intangible Rights, or permitted any license, permit, or other form of business, or, except for transactions in the ordinary course of business consistent with past practices, incurred or committed authorization relating to incur any capital expenditures, obligations or liabilities in connection therewith in excess of $50,000 in the aggregatean Intangible Right to lapse; (k) acquired made or agreed granted any wage or salary increase applicable to acquire by merging any group or consolidating classification of employees generally, entered into any employment contract with, or agreed to acquire by purchasing a substantial portion of the assets ofmade any loan to, or in entered into any other manner, any business material transaction of any other Personnature with, any manager, officer, or employee of the Company; (l) made suffered any cancellation theft, condemnation, eminent domain proceeding, casualty loss or waiver of damage (iwhether or not such loss or damage shall have been covered by insurance) any right material to the operation of the business of the Company or any of its Subsidiaries or (ii) which affects in any material debts or claims of the Company or a Subsidiaryrespect its ability to conduct its business; (m) made any disposition (including any license) of, or abandoned or failed to maintain or enforce any had a material Intellectual Property Rights owned or used by change in the Company or any of way it operates its Subsidiariesbusiness; (n) except in breached or defaulted (or upon notice or with the ordinary course passage of business consistent with past practices, entered into time) will have breached or defaulted on any agreement, arrangement or transaction with any Affiliate of the Companyterms or provisions of any material agreement to which the Company is a party or by which the Company may be bound; or (o) agreed to suffered a material adverse change in the condition (i) do any financial or otherwise), results of operations, business, prospects, assets or liabilities of the things described in the preceding clauses (a) through (n) or (ii) take, whether in writing or otherwise, any action which, if taken prior to the date of this Agreement, would have made any representation or warranty in this Article II untrue or incorrectCompany.

Absence of Certain Changes or Events. Except Other than as disclosed permitted under Sections 6.1 and 6.3, since June 30, 2005, neither Beech nor any of its subsidiaries has suffered a Material Adverse Effect, and neither Beech nor any of its subsidiaries has (a) redeemed, repurchased, acquired or disposed of any shares of its capital stock or other equity interests or granted any options, warrants or other rights to acquire or convert any obligation into any shares of its capital stock or other equity interests, (b) entered into any transaction with any officer, director, employee or any known relative thereof or any entity in Section 2.09 which such person has an interest, except the payment of rent, salaries, wages and expense reimbursement in the Disclosure Schedule ordinary course of business at the same levels in effect prior to such date, (c) borrowed any amount or incurred or assumed any obligation or liability (contingent or otherwise), except for (i) this Agreement, (ii) normal trade and other obligations incurred in the ordinary course of business consistent with past practice and (iii) obligations under contracts, agreements and leases, the performance of which has not and will not, individually or in the aggregate, have a Material Adverse Effect on Beech, (d) discharged or satisfied any lien or other encumbrance or paid any obligation or liability (fixed or contingent), except in the ordinary course of business consistent with past practice or as expressly contemplated by this Agreement, since December 31(e) mortgaged, 2004, neither the Company nor pledged or subjected to any lien or other encumbrance any of its Subsidiaries hasassets (whether tangible or intangible), directly (f) sold, assigned, transferred, conveyed, leased or indirectly: (a) redeemed, purchased, otherwise acquired, dispose of or agreed to redeemsell, purchase lease or otherwise acquire, dispose of any shares of its capital stock, or declared, set aside or paid any dividend or otherwise made a distribution (whether in cash, stock or property or any combination thereof) in respect assets except for sales of its capital stock (other than between the Company and a wholly-owned Subsidiary thereof); (b) authorized for issuance, issued, sold, delivered, granted or issued any options, warrants, calls, subscriptions inventory or other rights forassets in the ordinary course of business consistent with past practice or as contemplated by this Agreement, (g) canceled or otherwise agreed compromised any debt or committed to issueclaim, sellexcept in the ordinary course of business consistent with past practice, deliver (h) waived or grant released any shares of any class of its capital stock rights, except for waivers or any securities convertible into or exchangeable or exercisable for shares of any class of its capital stock, other than pursuant to and in accordance with (i) the Company Stock Option Plans or the Stock Purchase Plans or (ii) as listed in Section 2.03 of the Disclosure Schedule; (c) except releases made in the ordinary course of business consistent with past practice, (i) created or incurred any Indebtedness, (ii) assumed, guaranteed, endorsed or otherwise as an accommodation become responsible for the obligations of any other individual, firm or corporation, made any loans capital expenditures in excess of One Hundred Thousand Dollars ($100,000), or advances to any other individual, firm or corporation, (iii) entered into any commitment or transaction material to the Company and its Subsidiaries, taken as a wholecommitments therefor, (iv) incurred any material liabilities outside the ordinary course of business consistent with past practice or (v) subjected any asset to any Lien; (d) other than the Accounting Changeover, instituted any material change in its accounting methods, principles or practices except as required by US GAAP; (e) revalued any of its respective assets in any material respect, including without limitation, writing down the value of inventory or writing off notes or accounts receivables, except for amounts previously reserved as reflected in the December 31, 2004 balance sheet; (fj) suffered any casualty loss or damage, destruction whether or lossnot covered by insurance, or any adverse ruling, judgment or award, whether covered by insurance or notnot amounts were reserved on Beech’s books, except for such as would not(k) lost any employees, distributors, dealers, manufacturers representatives, customers or supplies, the loss of which, individually or in the aggregate, have has had, or is expected to have, a Company Material Adverse Effect; Effect on Beech, (gl) granted any increase in the base compensation of, or made any distributions of property (other material change in than cash) with respect to its capital stock, (m) increased the employment terms for, compensation of or paid a bonus to any of its directorsofficers, officers and employeesdirectors or employees or changed the benefits plans, welfare plans, compensation plans or similar plans available to any such persons, (n) modified, amended or terminated any existing material contract, obligation or agreement, (o) changed its accounting principles or methods, or (p) except for increases as otherwise provided herein, entered into any other transaction, contract or changes reflecting or based upon changed responsibilities or duties made commitment other than in the ordinary course of business consistent or with past practice and ordinary annual adjustments not respect to exceed 10% of the base compensation of such director, officer or employee prior to such adjustment; (h) adopted, modified or terminated any bonus, profit-sharing, incentive, severance or other plan or contract for the benefit of any of its directors, officers and employees other than changes which do not materially increase the aggregate cost of such plan or contract; (i) except for provision of services or sales in the ordinary course of business consistent with past practice, sold, leased, licensed, assigned, transferred, conveyed or otherwise disposed of any of its assets or property having a book or market value in excess of $50,000; (j) entered into any new line of business, or, except for transactions in the ordinary course of business consistent with past practices, incurred or committed to incur any capital expenditures, obligations or liabilities in connection therewith in excess of $50,000 in the aggregate; (k) acquired or agreed to acquire by merging or consolidating with, or agreed to acquire by purchasing a substantial portion of the assets of, or in any other manner, any business of any other Person; (l) made any cancellation or waiver of (i) any right material to the operation of the business of the Company or any of its Subsidiaries or (ii) any material debts or claims of the Company or a Subsidiary; (m) made any disposition (including any license) of, or abandoned or failed to maintain or enforce any material Intellectual Property Rights owned or used by the Company or any of its Subsidiaries; (n) except in the ordinary course of business consistent with past practices, entered into any agreement, arrangement or transaction with any Affiliate of the Company; or (o) agreed to (i) do any of the things described in the preceding clauses (a) through (n) or (ii) take, whether in writing or otherwise, any action which, if taken prior to the date of this Agreement, would have made any representation or warranty in this Article II untrue or incorrectforegoing.

Absence of Certain Changes or Events. Except as disclosed in Section 2.09 Since the date of the Disclosure Schedule or as expressly contemplated by this AgreementFinancial Statements, since December 31, 2004, neither the Company nor any of its Subsidiaries has, directly or indirectly: (a) redeemed, purchased, otherwise acquired, or agreed to redeem, purchase or otherwise acquire, any shares of its capital stock, or declared, set aside or paid any dividend or otherwise made a distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock (other than between the Company and a wholly-owned Subsidiary thereof); (b) authorized for issuance, issued, sold, delivered, granted or issued any options, warrants, calls, subscriptions or other rights for, or otherwise agreed or committed to issue, sell, deliver or grant any shares of any class of its capital stock or any securities convertible into or exchangeable or exercisable for shares of any class of its capital stock, other than pursuant to and in accordance with (i) the Company Stock Option Plans or the Stock Purchase Plans or (ii) as listed in Section 2.03 of the Disclosure Schedule; (c) except in the ordinary course of business consistent with past practice, (i) created or incurred any Indebtedness, (ii) assumed, guaranteed, endorsed or otherwise as an accommodation become responsible for the obligations of any other individual, firm or corporation, made any loans or advances to any other individual, firm or corporation, (iii) entered into any commitment or transaction material to the Company and its Subsidiaries, taken as a whole, (iv) incurred any material liabilities outside the ordinary course of business consistent with past practice or (v) subjected any asset to any Lien; (d) other than the Accounting Changeover, instituted any material change in its accounting methods, principles or practices except as required by US GAAP; (e) revalued any of its respective assets in any material respect, including without limitation, writing down the value of inventory or writing off notes or accounts receivables, except for amounts previously reserved as reflected in the December 31, 2004 balance sheet; (f) suffered any damage, destruction or loss, whether covered by insurance or not, except for such as would notno event has occurred that has had, individually or in the aggregate, have a Company Material Adverse Effect. Without limiting the generality of the foregoing, since that date (except to the extent specifically contemplated by this Agreement): (a) the Companies have not sold, leased, transferred, or assigned any of their assets, tangible or intangible, other than for a fair consideration in the ordinary course of business; (b) the Companies have not entered into any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) either involving more than $50,000 or outside the ordinary course of business; (c) no party (including the Companies) has accelerated, terminated, modified, or cancelled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $50,000 to which the Companies are a party or by which any of them is bound; (d) the Companies have not imposed any Liens upon any of its assets, tangible or intangible; (e) the Companies have not made any capital expenditure (or series of related capital expenditures) either involving more than $50,000 or outside the ordinary course of business; (f) the Companies have not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions) either involving more than $50,000 or outside the ordinary course of business; (g) the Companies have not transferred, assigned, or granted any license or sublicense of any rights under or with respect to any Intellectual Property; (h) there has been no change made or authorized in the charter or limited liability company agreements of the Companies; (i) the Companies have not issued, sold, or otherwise disposed of any of their membership interests, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of their membership interests; (j) the Companies have not made any loan to, or entered into any other transaction with, any of their directors, officers, and employees outside the ordinary course of business; (k) the Companies have not entered into any employment contract or modified the terms of any existing such contract or agreement; (l) the Companies have not granted any increase in the base compensation of, or made any other material change in the employment terms for, any of its directors, officers and employees, except for increases or changes reflecting or based upon changed responsibilities or duties made in the ordinary course of business consistent with past practice and ordinary annual adjustments not to exceed 10% of the base compensation of such director, officer or employee prior to such adjustment; (h) adopted, modified or terminated any bonus, profit-sharing, incentive, severance or other plan or contract for the benefit of any of its directors, officers officers, and employees other than changes which do not materially increase the aggregate cost of such plan or contract; (i) except for provision of services or sales in outside the ordinary course of business consistent with past practice, sold, leased, licensed, assigned, transferred, conveyed or otherwise disposed of any of its assets or property having a book or market value in excess of $50,000; (j) entered into any new line of business, or, except for transactions in the ordinary course of business consistent with past practices, incurred or committed to incur any capital expenditures, obligations or liabilities in connection therewith in excess of $50,000 in the aggregate; (k) acquired or agreed to acquire by merging or consolidating with, or agreed to acquire by purchasing a substantial portion of the assets of, or in any other manner, any business of any other Person; (l) made any cancellation or waiver of (i) any right material to the operation of the business of the Company or any of its Subsidiaries or (ii) any material debts or claims of the Company or a Subsidiary; (m) made any disposition (including any license) of, or abandoned or failed the Companies have not committed to maintain or enforce any material Intellectual Property Rights owned or used by the Company or any of its Subsidiaries; (n) except in the ordinary course of business consistent with past practices, entered into any agreement, arrangement or transaction with any Affiliate of the Company; or (o) agreed to (i) do any of the things described in the preceding clauses (a) through (n) or (ii) take, whether in writing or otherwise, any action which, if taken prior to the date of this Agreement, would have made any representation or warranty in this Article II untrue or incorrectforegoing.

Absence of Certain Changes or Events. Except Since the date of the Company Balance Sheet and except as disclosed set forth in Section 2.09 4.8 of the Company Disclosure Schedule or as expressly Letter: (x) except in connection with the execution of this Agreement and the consummation of the transactions contemplated by this Agreementhereby, since December 31, 2004, neither the Company nor any of its Subsidiaries has, directly or indirectly: (a) redeemed, purchased, otherwise acquired, or agreed to redeem, purchase or otherwise acquire, any shares of its capital stock, or declared, set aside or paid any dividend or otherwise made a distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock (other than between the Company and a wholly-owned Subsidiary thereof); (b) authorized for issuance, issued, sold, delivered, granted or issued any options, warrants, calls, subscriptions or other rights for, or otherwise agreed or committed to issue, sell, deliver or grant any shares of any class of its capital stock or any securities convertible into or exchangeable or exercisable for shares of any class of its capital stock, other than pursuant to and in accordance with (i) the Company Stock Option Plans or the Stock Purchase Plans or (ii) as listed in Section 2.03 of the Disclosure Schedule; (c) except Subsidiaries have conducted their business only in the ordinary course of business consistent with past practice; (y) there has not been any change, event or development or prospective change, event or development that, individually or in the aggregate, has had or would reasonably be expected to have a Company Material Adverse Effect; and (z) the Company and its Subsidiaries have not: (a) (i) created declared, set aside or incurred paid any Indebtednessdividends on, or made any other distributions (whether in cash, stock or property) in respect of, any of its capital stock or other equity interests, (ii) purchased, redeemed or otherwise acquired shares of capital stock or other equity interests of the Company or any Subsidiary or any options, warrants, or rights to acquire any such shares or other equity interests, or (iii) split, combined, reclassified or otherwise amended the terms of any of its capital stock or other equity interests or issued or authorized the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or other equity interests (other than the issuance of shares of the Company Common Stock upon the exercise of Company Options or Company Warrants, in accordance with their terms); (b) amended or otherwise changed, or authorized or proposed to amend or otherwise change, its certificate of formation or by-laws (or similar organizational documents); (c) adopted or entered into a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or reorganization; (d) created, incurred or assumed any Indebtedness; assumed, guaranteed, endorsed or otherwise as an accommodation become became liable or responsible (whether directly, contingently or otherwise) for the obligations of any other individualPerson; or made, firm cancelled or forgave any loans, advances or capital contributions to, or investments in, any other Person; (e) hired any new officers or, except in the Ordinary Course of Business, any new employees or consultants; (f) (i) merged or consolidated with any Person; or (ii) acquired, sold, leased, licensed or disposed of any assets or property (including any shares or other equity interests in or securities of any Subsidiary or any other corporation, made partnership, association or other business organization or division thereof), other than sales of assets to customers in the Ordinary Course of Business; (g) mortgaged or pledged any loans of its property or advances to assets or subject any other individual, firm such property or corporation, (iii) entered into any commitment or transaction material to the Company and its Subsidiaries, taken as a whole, (iv) incurred any material liabilities outside the ordinary course of business consistent with past practice or (v) subjected any asset assets to any Lien; (dh) other than failed to take any action necessary to preserve the Accounting Changeover, validity of any Company Intellectual Property or Permit; (i) instituted or settled any material change in Action; (j) changed its financial or Tax accounting methods, principles or practices practices, except insofar as may have been required by US GAAP; (e) a change in GAAP or applicable Law, or revalued any of its respective assets in any material respect, including without limitation, writing down the value of inventory or writing off notes or accounts receivables, except for amounts previously reserved as reflected in the December 31, 2004 balance sheet; (f) suffered any damage, destruction or loss, whether covered by insurance or not, except for such as would not, individually or in the aggregate, have a Company Material Adverse Effect; (g) granted any increase in the base compensation of, or made any other material change in the employment terms for, any of its directors, officers and employees, except for increases or changes reflecting or based upon changed responsibilities or duties made in the ordinary course of business consistent with past practice and ordinary annual adjustments not to exceed 10% of the base compensation of such director, officer or employee prior to such adjustment; (h) adopted, modified or terminated any bonus, profit-sharing, incentive, severance or other plan or contract for the benefit of any of its directors, officers and employees other than changes which do not materially increase the aggregate cost of such plan or contract; (i) except for provision of services or sales in the ordinary course of business consistent with past practice, sold, leased, licensed, assigned, transferred, conveyed or otherwise disposed of any of its assets or property having a book or market value in excess of $50,000; (j) entered into any new line of business, or, except for transactions in the ordinary course of business consistent with past practices, incurred or committed to incur any capital expenditures, obligations or liabilities in connection therewith in excess of $50,000 in the aggregateassets; (k) acquired agreed in writing or agreed otherwise to acquire by merging or consolidating with, or agreed to acquire by purchasing a substantial portion of the assets of, or in any other manner, any business of any other Person; (l) made any cancellation or waiver of (i) any right material to the operation of the business of the Company or any of its Subsidiaries or (ii) any material debts or claims of the Company or a Subsidiary; (m) made any disposition (including any license) of, or abandoned or failed to maintain or enforce any material Intellectual Property Rights owned or used by the Company or any of its Subsidiaries; (n) except in the ordinary course of business consistent with past practices, entered into any agreement, arrangement or transaction with any Affiliate of the Company; or (o) agreed to (i) do take any of the things described in the preceding clauses (a) through (n) or (ii) take, whether in writing or otherwise, any action which, if taken prior to the date of this Agreement, would have made any representation or warranty in this Article II untrue or incorrectforegoing actions.

Absence of Certain Changes or Events. Except (a) Since September 30, 2001, except as (a) set forth on Schedule 5.15, (b) may result in connection with the consummation of the Transaction, (c) as disclosed in Section 2.09 the SEC Filings, or (d) occurring in the ordinary course of the Disclosure Schedule or as expressly contemplated by this Agreement, since December 31, 2004business, neither the Company Holdings nor any of its Subsidiaries hashas (i) issued any stock, directly bonds or indirectly: other corporate securities, (aii) redeemedborrowed any amount or incurred any liabilities (absolute or contingent), purchasedin excess of $100,000, otherwise acquired(iii) discharged or satisfied any Lien (other than Customary Permitted Liens) or incurred or paid any obligation or liability (absolute or contingent), in excess of $100,000, (iv) declared or agreed made any payment or distribution to redeem, purchase stockholders or otherwise acquire, purchased or redeemed any shares of its capital stock, or declared, set aside or paid any dividend or otherwise made a distribution (whether in cash, stock or property other securities, (v) mortgaged, pledged or any combination thereof) in respect of its capital stock subjected to Lien (other than between the Company and a wholly-owned Subsidiary thereof);Customary Permitted Liens) any of its material assets, tangible or intangible, (vi) sold, assigned or transferred any of its material tangible assets, or canceled any debts or claims, (vii) sold, assigned or transferred any material patents, trademarks, trade names, copyrights, trade secrets or other intangible assets, (viii) suffered any material losses of property, or waived any material rights of substantial value, (ix) expended any material amount, granted any bonuses or extraordinary salary increases, (x) entered into any transaction involving consideration in excess of $150,000 or (xi) entered into any agreement or transaction, or amended or terminated any agreement, with an Affiliate. (b) authorized for issuance, issued, sold, delivered, granted or issued any options, warrants, calls, subscriptions or other rights for, or otherwise agreed or committed to issue, sell, deliver or grant any shares of any class of its capital stock or any securities convertible into or exchangeable or exercisable for shares of any class of its capital stock, other than pursuant to and in accordance with (i) To the Company Stock Option Plans or the Stock Purchase Plans or (ii) as listed in Section 2.03 knowledge of the Disclosure Schedule; (c) Borrower and Holdings and except as set forth on Schedule 5.15, no material adverse change in the ordinary course Condition of business consistent with past practicethe Borrower is threatened or reasonably expected to occur. Since September 30, (i) created or incurred any Indebtedness2001, (ii) assumed, guaranteed, endorsed or otherwise as an accommodation become responsible for the obligations of any other individual, firm or corporation, made any loans or advances to any other individual, firm or corporation, (iii) entered into any commitment or transaction material to the Company and its Subsidiaries, taken as a whole, (iv) incurred any material liabilities outside the ordinary course of business consistent with past practice or (v) subjected any asset to any Lien; (d) other than the Accounting Changeover, instituted any material change in its accounting methods, principles or practices except as required by US GAAP; (e) revalued any of its respective assets in any material respect, including without limitation, writing down the value of inventory or writing off notes or accounts receivables, set forth on Schedule 5.15 and except for amounts previously reserved as reflected disclosed in the December 31SEC Filings, 2004 balance sheet; (f) suffered any damage, destruction or loss, whether covered by insurance or not, except for such as would not, individually or in the aggregate, have a Company there has been no Material Adverse Effect; (g) granted any increase in the base compensation of, or made any other material change in the employment terms for, any of its directors, officers and employees, except for increases or changes reflecting or based upon changed responsibilities or duties made in the ordinary course of business consistent with past practice and ordinary annual adjustments not to exceed 10% of the base compensation of such director, officer or employee prior to such adjustment; (h) adopted, modified or terminated any bonus, profit-sharing, incentive, severance or other plan or contract for the benefit of any of its directors, officers and employees other than changes which do not materially increase the aggregate cost of such plan or contract; (i) except for provision of services or sales in the ordinary course of business consistent with past practice, sold, leased, licensed, assigned, transferred, conveyed or otherwise disposed of any of its assets or property having a book or market value in excess of $50,000; (j) entered into any new line of business, or, except for transactions in the ordinary course of business consistent with past practices, incurred or committed to incur any capital expenditures, obligations or liabilities in connection therewith in excess of $50,000 in the aggregate; (k) acquired or agreed to acquire by merging or consolidating with, or agreed to acquire by purchasing a substantial portion of the assets of, or in any other manner, any business of any other Person; (l) made any cancellation or waiver of (i) any right material to the operation of the business of the Company or any of its Subsidiaries or (ii) any material debts or claims of the Company or a Subsidiary; (m) made any disposition (including any license) of, or abandoned or failed to maintain or enforce any material Intellectual Property Rights owned or used by the Company or any of its Subsidiaries; (n) except in the ordinary course of business consistent with past practices, entered into any agreement, arrangement or transaction with any Affiliate of the Company; or (o) agreed to (i) do any of the things described in the preceding clauses (a) through (n) or (ii) take, whether in writing or otherwise, any action which, if taken prior to the date of this Agreement, would have made any representation or warranty in this Article II untrue or incorrect.

Absence of Certain Changes or Events. Except (a) Since December 31, 2009, except as disclosed set forth on Schedule 4.9, there have been no events, changes or occurrences that have had, or are reasonably likely to have, individually or in Section 2.09 the aggregate, a Company Material Adverse Effect. Without limiting the generality of the Disclosure foregoing, except as set forth on Schedule or as expressly contemplated by this Agreement4.9, since December 31, 20042009, neither the Company nor any of its Subsidiaries has, directly or indirectlyhas not: (a) redeemedamended its articles of organization, purchased, otherwise acquiredoperating agreement or other governing documents as applicable, or agreed to redeemmerged, purchase engaged in a unit or otherwise acquireother equity exchange or recapitalization, any shares of its capital stockconsolidated, liquidated or declared, set aside or paid any dividend or otherwise made a distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock (other than between the Company and a wholly-owned Subsidiary thereof)dissolved; (b) authorized for issuance, issued, sold, delivered, granted or issued any optionsownership interests or Equity Rights, warrantsor split, calls, subscriptions sub- divided or reclassified its units or other rights for, or otherwise agreed or committed to issue, sell, deliver or grant any shares of any class of its capital stock or any securities convertible into or exchangeable or exercisable for shares of any class of its capital stock, other than pursuant to and in accordance with (i) the Company Stock Option Plans or the Stock Purchase Plans or (ii) as listed in Section 2.03 of the Disclosure Scheduleequity interests; (c) except declared, paid or set aside for payment any distributions on its units or ownership interests or made any other payment or distribution to any TRB Member or other equity interest owner (other than compensation in the ordinary course of business consistent with past practicebusiness); (d) entered into any employment agreement or any commitment to compensate any Manager or Member (including, without limitation, any commitment to pay retirement or other benefits); (e) (i) created or incurred any IndebtednessDebt, (ii) assumed, guaranteed, endorsed entered into or otherwise as an accommodation become responsible for the obligations terminat -ed any lease of any other individual, firm or corporation, made any loans or advances to any other individual, firm or corporationreal property, (iii) entered into created any commitment or transaction material to the Company and its Subsidiaries, taken as a wholeSubsidiary, (iv) incurred released or created any material liabilities outside the ordinary course of business consistent with past practice Liens or other security interests or (v) subjected any asset agreed to any Lien; (d) other than the Accounting Changeover, instituted settlement of any material change in its accounting methods, principles or practices except as required by US GAAP; (e) revalued any of its respective assets in any material respect, including without limitation, writing down the value of inventory or writing off notes or accounts receivables, except for amounts previously reserved as reflected in the December 31, 2004 balance sheetLitigation matter; (f) suffered any damage, destruction or loss, whether covered by insurance or not, except for such as would not, individually or other than in the aggregateordinary course of business, have a Company Material Adverse Effect(i) made any capital expenditure or capital expenditure commitment, or (ii) entered into any lease of capital Equipment as lessee or lessor; (g) granted sold any increase in the base compensation ofAsset, or made any commitment relating to its Assets transferred any Asset (other material change in the employment terms for, any of its directors, officers and employees, except for increases or changes reflecting or based upon changed responsibilities or duties made than compensation in the ordinary course of business consistent with past practice and ordinary annual adjustments transfers described in clauses (c), (d) and (e)) to TRB Members, incurred material damage, destruction or loss to any Assets which is not covered by insurance or had any Assets subjected to exceed 10% of the base compensation of such director, officer or employee prior to such adjustmenta Lien; (h) adoptedmade any change of a material nature in its accounting procedures, modified methods, policies or terminated any bonus, profit-sharing, incentive, severance practices or other plan or contract for the benefit of any of manner in which it maintains its directors, officers and employees other than changes which do not materially increase the aggregate cost of such plan or contractrecords; (i) except for provision of services entered into or sales in the ordinary course of business consistent with past practiceterminated any Material Contract, soldor done or failed to do anything that would cause a breach of, leasedor default under, licensed, assigned, transferred, conveyed or otherwise disposed of any of its assets or property having a book or market value in excess of $50,000Material Contract; (j) entered into made any new line loan, advance or other extension of business, or, except credit for transactions in the ordinary course of business consistent with past practices, incurred or committed borrow- ed money to incur any capital expenditures, obligations or liabilities in connection therewith in excess of $50,000 in the aggregatePerson; (k) acquired established any contingencies or agreed to acquire by merging or consolidating with, or agreed to acquire by purchasing a substantial portion of the assets of, or in any other manner, any business of any other Personreserves for liability; (l) made cancelled, compromised, written down, written off or waived any cancellation claim or waiver right; (m) paid any severance or termination pay to any Member, Manager, or partner of the Company; (in) entered into any right Company Benefit Plan or any plan or arrange- ment subject to ERISA or any other arrangement or practice relating to employees or independent contractors; (o) terminated or been advised of the termination of or material reduction in its relationship under any Material Contract; (p) changed in any material respect the business policies or practices of the Company, entered into any material transaction or failed to the operation of operate the business of the Company or any of its Subsidiaries or (ii) any material debts or claims of in good faith and in the Company or a Subsidiaryordinary course; (mq) made any disposition (including any license) of, or abandoned or failed to maintain or enforce any material Intellectual Property Rights owned or used by the Company or any of its Subsidiaries; (n) except in the ordinary course of business consistent with past practices, entered into any agreement, arrangement or transaction with agreement to take any Affiliate action that would be in contravention of the Company; or (o) agreed to (i) do any of the things described in the preceding clauses paragraphs (a) through (nq) or (ii) take, whether in writing or otherwise, any action which, if taken prior to the date of this Agreement, would have made any representation or warranty in this Article II untrue or incorrectabove.

Absence of Certain Changes or Events. Except as disclosed set forth in Section 2.09 of the Disclosure Schedule or as expressly contemplated by this Agreement5.10, since December 31September 30, 20041999, neither the Company nor any of its Subsidiaries has, directly or indirectlyTTI has not: (a) redeemed, purchased, otherwise acquired, or agreed to redeem, purchase or otherwise acquire, any shares of its capital stock, or declared, set aside declared or paid any dividend or otherwise made a any other payment or distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock (other than between the Company and a wholly-owned Subsidiary thereof)stock; (b) authorized for issuancepurchased or redeemed, issueddirectly or indirectly, sold, delivered, granted or issued any options, warrants, calls, subscriptions or other rights for, or otherwise agreed or committed to issue, sell, deliver or grant any shares of any class of its capital stock or any securities convertible into or exchangeable or exercisable for shares of any class of its capital stock, other than pursuant to and in accordance with (i) the Company Stock Option Plans or the Stock Purchase Plans or (ii) as listed in Section 2.03 of the Disclosure Schedule; (c) except paid, discharged or satisfied any Encumbrance (other than an Encumbrance then required to be paid, discharged or satisfied), claim, liability or obligation (whether fixed, accrued, contingent or otherwise, whether due or to become due), other than a claim, liability or obligation that is a current liability shown on the Balance Sheet of TTI dated as of September 30, 1999 (the "TTI Recent Balance Sheet") or incurred since the date of the Recent Balance Sheet in the ordinary course of business; (d) canceled or compromised any debt or claim, or waived or released any material right, other than adjustments in the ordinary course of business consistent with past practicewhich, (i) created or incurred any Indebtednessin the aggregate, (ii) assumed, guaranteed, endorsed or otherwise as an accommodation become responsible for the obligations of any other individual, firm or corporation, made any loans or advances to any other individual, firm or corporation, (iii) entered into any commitment or transaction material to the Company and its Subsidiaries, taken as a whole, (iv) incurred any material liabilities outside the ordinary course of business consistent with past practice or (v) subjected any asset to any Lien; (d) other than the Accounting Changeover, instituted any material change in its accounting methods, principles or practices except as required by US GAAPare not material; (e) revalued any of its respective assets in any material respect, including without limitation, writing down the value of inventory or writing off notes or accounts receivables, except for amounts previously reserved as reflected in the December 31, 2004 balance sheet; (f) suffered any damage, destruction or loss, whether covered by insurance or not, except for such as would not, individually or in the aggregate, have a Company Material Adverse Effect; (g) granted any increase in the base compensation of, or made any other material change in the employment terms for, any of its directors, officers and employees, except for increases or changes reflecting or based upon changed responsibilities or duties made in the ordinary course of business consistent with past practice and ordinary annual adjustments not to exceed 10% of the base compensation of such director, officer or employee prior to such adjustment; (h) adopted, modified or terminated any bonus, profit-sharing, incentive, severance or other plan or contract for the benefit of any of its directors, officers and employees other than changes which do not materially increase the aggregate cost of such plan or contract; (i) except for provision of services or sales in the ordinary course of business consistent with past practice, sold, leased, licensed, assigned, transferred, conveyed conveyed, leased, pledged, encumbered or otherwise disposed of any of its assets (real or personal, tangible or intangible) except in the ordinary course of business; (f) entered into any employment or similar arrangement with any employee of TTI; (g) changed accounting methods other than in accordance with GAAP; (h) made any capital expenditures or additions to property, plant or equipment or acquired of any other property having or assets (other than raw materials and supplies) at a book or market value cost in excess of $50,00010,000 in the aggregate; (i) incurred or assumed any indebtedness for money borrowed or guaranteed any indebtedness or other obligation of another Person; (j) entered into incurred any new line of business, or, except for transactions in the ordinary course of business consistent with past practices, incurred liability or committed to incur any capital expenditures, obligations or liabilities in connection therewith obligation other than certain general and administrative expenses not involving expenditures in excess of $50,000 100,000 in the aggregate; (k) acquired or agreed to acquire by merging or consolidating with, or agreed to acquire by purchasing a substantial portion of the assets of, or in suffered any other manner, any business of any other Person;Material Adverse Effect; or (l) made any cancellation agreed or waiver of (i) any right material to the operation of the business of the Company or any of its Subsidiaries or (ii) any material debts or claims of the Company or a Subsidiary; (m) made any disposition (including any license) of, or abandoned or failed to maintain or enforce any material Intellectual Property Rights owned or used by the Company or any of its Subsidiaries; (n) except in the ordinary course of business consistent with past practices, entered into any agreement, arrangement or transaction with any Affiliate of the Company; or (o) agreed to (i) do any of the things described in the preceding clauses (a) through (n) or (ii) takeotherwise committed, whether in writing or otherwise, to do, or taken any action whichor omitted to take any action that would result in, if taken prior to any of the date of this Agreement, would have made any representation or warranty in this Article II untrue or incorrectforegoing.

Absence of Certain Changes or Events. Except as disclosed in Section 2.09 of the Disclosure Schedule or as expressly contemplated by this AgreementSince June 30, since December 311997, 2004, neither the Company nor any of its Subsidiaries has, directly or indirectlyCNI has not: (a) redeemed, purchased, otherwise acquired, suffered any material adverse change in its financial condition or agreed to redeem, purchase or otherwise acquire, any shares in the operations of its capital stockbusiness, nor any material adverse changes in its balance sheet, including but not limited to cash distributions or declared, set aside or paid any dividend or otherwise made a distribution (whether material decreases in cash, stock or property or any combination thereof) in respect the net assets of its capital stock (other than between the Company and a wholly-owned Subsidiary thereof)CNI; (b) authorized for issuance, issued, sold, delivered, granted or issued any options, warrants, calls, subscriptions or other rights for, or otherwise agreed or committed to issue, sell, deliver or grant any shares of any class of its capital stock or any securities convertible into or exchangeable or exercisable for shares of any class of its capital stock, other than pursuant to and in accordance with (i) the Company Stock Option Plans or the Stock Purchase Plans or (ii) as listed in Section 2.03 of the Disclosure Schedule; (c) except in the ordinary course of business consistent with past practice, (i) created or incurred any Indebtedness, (ii) assumed, guaranteed, endorsed or otherwise as an accommodation become responsible for the obligations of any other individual, firm or corporation, made any loans or advances to any other individual, firm or corporation, (iii) entered into any commitment or transaction material to the Company and its Subsidiaries, taken as a whole, (iv) incurred any material liabilities outside the ordinary course of business consistent with past practice or (v) subjected any asset to any Lien; (d) other than the Accounting Changeover, instituted any material change in its accounting methods, principles or practices except as required by US GAAP; (e) revalued any of its respective assets in any material respect, including without limitation, writing down the value of inventory or writing off notes or accounts receivables, except for amounts previously reserved as reflected in the December 31, 2004 balance sheet; (f) suffered any damage, destruction or loss, whether covered by insurance or not, except for such as would notmaterially and adversely affecting its properties or business; (c) granted or agreed to make any increase in the compensation payable or to become payable by CNI to its officers or employees; (d) declared, individually set aside or paid any dividend or made any other distribution on or in respect of the aggregateshares of the capital stock of CNI or declared any direct or indirect redemption, have a Company Material Adverse Effectretirement, purchase or other acquisition by CNI of such shares; (e) issued any shares of capital stock of CNI or any warrants, rights, options or entered into any commitment relating to the shares of CNI; (f) made any changes in the accounting methods or practices it follows, whether for general financial or tax purposes, or any change in depreciation or amortization policies or rates; (g) granted sold, leased, abandoned or otherwise disposed of any increase real property or machinery, equipment or other operating property; (h) sold, assigned, transferred, licensed or otherwise disposed of any patent, trademark, trade name, brand name, copyright (or pending application for any patent, trademark or copyright) invention, work of authorship, process, know-how, formula or trade secret or interest thereunder or other intangible asset; (i) entered into any material commitment or transaction (including without limitation any borrowing or capital expenditure) individually in excess of Ten Thousand Dollars ($10,000) or in the base compensation of, aggregate in excess of Twenty-Five Thousand Dollars ($25,000); (j) permitted or made any other material change in the employment terms for, allowed any of its directorsproperty or assets to be subjected to any mortgage, officers deed of trust, pledge, lien, security interest or other encumbrance of any kind; (k) made any capital expenditure for additions to property, plant or equipment, individually in excess of Ten Thousand Dollars ($10,000) or in the aggregate in excess of Twenty-Five Thousand Dollars ($25,000); (l) paid, loaned or advanced any amount to, or sold, transferred or leased any properties or assets to, or entered into any agreement or arrangement with any of its officers, directors or shareholders or any affiliate of any of the foregoing, other than employee compensation and employees, except for increases or changes reflecting or based upon changed responsibilities or duties made benefits and reimbursement of employment related business expenses incurred in the ordinary course of business consistent with past practice and ordinary annual adjustments not to exceed 10% of the base compensation of such director, officer or employee prior to such adjustment;business; or (hm) adopted, modified or terminated agreed to take any bonus, profit-sharing, incentive, severance or other plan or contract for the benefit of any action described in this Section 3.6 outside of its directors, officers and employees other than changes which do not materially increase the aggregate cost of such plan or contract; (i) except for provision of services or sales in the ordinary course of business consistent with past practice, sold, leased, licensed, assigned, transferred, conveyed or otherwise disposed which would constitute a breach of any of its assets or property having a book or market value the representations contained in excess of $50,000; (j) entered into any new line of business, or, except for transactions in the ordinary course of business consistent with past practices, incurred or committed to incur any capital expenditures, obligations or liabilities in connection therewith in excess of $50,000 in the aggregate; (k) acquired or agreed to acquire by merging or consolidating with, or agreed to acquire by purchasing a substantial portion of the assets of, or in any other manner, any business of any other Person; (l) made any cancellation or waiver of (i) any right material to the operation of the business of the Company or any of its Subsidiaries or (ii) any material debts or claims of the Company or a Subsidiary; (m) made any disposition (including any license) of, or abandoned or failed to maintain or enforce any material Intellectual Property Rights owned or used by the Company or any of its Subsidiaries; (n) except in the ordinary course of business consistent with past practices, entered into any agreement, arrangement or transaction with any Affiliate of the Company; or (o) agreed to (i) do any of the things described in the preceding clauses (a) through (n) or (ii) take, whether in writing or otherwise, any action which, if taken prior to the date of this Agreement, would have made any representation or warranty in this Article II untrue or incorrect.

Absence of Certain Changes or Events. Except as disclosed in Section 2.09 of the Disclosure set forth on Schedule or as expressly contemplated by this Agreement3.7, since December 31, 20042020, neither the Company nor has conducted its business only in the Ordinary Course of Business and there has not been a Material Adverse Effect. Without limiting the foregoing, except as set forth on Schedule 3.7, since December 31, 2020, the Company has not (a) issued, purchased or redeemed any of its Subsidiaries has, directly or indirectly: (a) redeemed, purchased, otherwise acquiredequity securities, or agreed to redeem, purchase or otherwise acquire, any shares of its capital stock, or declared, set aside or paid any dividend or otherwise made a distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock (other than between the Company and a wholly-owned Subsidiary thereof); (b) authorized for issuance, issued, sold, delivered, granted or issued any optionsoption, warrants, calls, subscriptions warrant or other rights forright to purchase or acquire any such equity securities, (b) incurred or otherwise agreed discharged any Liabilities, except Liabilities incurred or committed to issuedischarged in the Ordinary Course of Business, sell, deliver or grant any shares of any class of its capital stock or any securities convertible into or exchangeable or exercisable for shares of any class of its capital stock, other than pursuant to and in accordance with (i) the Company Stock Option Plans or the Stock Purchase Plans or (ii) as listed in Section 2.03 of the Disclosure Schedule; (c) encumbered any of its properties or assets, tangible or intangible, except for Encumbrances incurred in the ordinary course Ordinary Course of business consistent with past practiceBusiness, (i) created or incurred any Indebtedness, (ii) assumed, guaranteed, endorsed or otherwise as an accommodation become responsible for the obligations of any other individual, firm or corporation, made any loans or advances to any other individual, firm or corporation, (iii) entered into any commitment or transaction material to the Company and its Subsidiaries, taken as a whole, (iv) incurred any material liabilities outside the ordinary course of business consistent with past practice or (v) subjected any asset to any Lien; (d) other than the Accounting Changeover, instituted any material change in its accounting methods, principles or practices except as required by US GAAP; (e) revalued any of its respective assets in any material respect, including without limitation, writing down the value of inventory or writing off notes or accounts receivables, except for amounts previously reserved as reflected in the December 31, 2004 balance sheet; (f) suffered any damage, destruction or loss, whether covered by insurance or not, except for such as would not, individually or in the aggregate, have a Company Material Adverse Effect; (gi) granted any increase in the base compensation of, or made any salaries (other material change than normal increases for employees averaging not in the employment terms for, any excess of its directors, officers and employees, except for increases or changes reflecting or based upon changed responsibilities or duties five percent per annum made in the Ordinary Course of Business) or other compensation or benefits payable or to become payable to, or any advance (excluding advances for ordinary course of business expenses consistent with past practice and ordinary annual adjustments not to exceed 10% practice) or loan to, any officer, director, shareholder, member, partner, employee or independent contractor of the base compensation of such directorCompany, officer or employee prior (ii) made any payments to such adjustment; (h) adoptedany pension, modified or terminated any bonusretirement, profit-sharing, incentivebonus or similar plan except payments in the Ordinary Course of Business made pursuant to the Benefit Plans, severance (iii) granted or made any other payment of any kind to or on behalf of any officer, director, member, partner, shareholder, employee or independent contractor other than payment of base compensation and reimbursement for reasonable expenses in the Ordinary Course of Business, or (iv) except as contemplated by Section 5.6, adopted, amended or terminated any employee benefit plan (including any Benefit Plan) or any stay bonus, retention bonus, transaction bonus or change in control bonus plan or contract arrangement, other than, in any case, amendments required by applicable Law, (e) suffered any change or, to the knowledge of the Key Seller, received any threat of any change in any of its relations with, or any loss or, to the knowledge of the Key Seller, threat of loss of, any of the suppliers, clients, distributors, customers or employees that are material to the Business, including any loss or change which may result from the transactions contemplated by this Agreement, (f) disposed of or failed to keep in effect any rights in, to or for the benefit use of any Permit material to the Business, (g) changed any method of keeping of its books of account or accounting practices, (h) disposed of or failed to keep in effect any rights in, to or for the use of any of its directorsthe Intellectual Property material to the Business, officers and employees other than changes which do not materially increase the aggregate cost of such plan or contract; (i) except for provision of services or sales in the ordinary course of business consistent with past practice, sold, leased, licensed, assigned, transferred, conveyed transferred or otherwise disposed of any assets, properties or rights of its assets or property having the Business with a book or market value in excess of $50,000; 25,000, except inventory sold in the Ordinary Course of Business, (j) entered into any new line transaction or Contract outside the Ordinary Course of businessBusiness or with any partner, orshareholder, except for transactions member, officer, director or other Affiliate of the Company or any Seller, (k) made or authorized any single capital expenditure in the ordinary course excess of business consistent with past practices$25,000, incurred or committed to incur any capital expenditures, obligations or liabilities in connection therewith expenditures in excess of $50,000 in the aggregate; (k) acquired or agreed to acquire by merging or consolidating with, or agreed to acquire by purchasing a substantial portion of the assets of, or in any other manner, any business of any other Person; (l) changed or modified in any manner its existing credit, collection and payment policies, procedures and practices with respect to accounts receivable and accounts payable, respectively, including acceleration of collections of receivables, failure to make or delay in making collections of receivables (whether or not past due), acceleration of payment of payables or failure to pay or delay in payment of payables, (m) incurred any material damage, destruction, theft, loss or business interruption, (n) made any cancellation declaration, payment or waiver setting aside for payment of any distribution (iwhether in equity or property) with respect to any right material to the operation securities or interests of the business Company, (o) made (except as consistent with past practice) or revoked any Tax election or settled or compromised any material Liability for Taxes with any Taxing Authority, (p) waived or released any material right or claim of the Company or incurred any modifications, amendments or terminations of its Subsidiaries or (ii) any material debts or claims of Contracts which are in the aggregate materially adverse to the Company or a Subsidiary; (m) made any disposition (including any license) ofthe Business, or abandoned or failed to maintain or enforce (q) instituted any material Intellectual Property Rights owned or used by change in its conduct of the Company Business or any material change in its accounting practices or methods of its Subsidiaries; (n) except in the ordinary course of business consistent with past practices, entered into any agreement, arrangement or transaction with any Affiliate of the Company; or (o) agreed to (i) do any of the things described in the preceding clauses (a) through (n) or (ii) take, whether in writing or otherwise, any action which, if taken prior to the date of this Agreement, would have made any representation or warranty in this Article II untrue or incorrectcash management.

Absence of Certain Changes or Events. Except as disclosed in Section 2.09 of the Disclosure Schedule or as expressly contemplated by this Agreement, since Since December 31, 20042013, neither the Company nor any has conducted its business in the Ordinary Course of its Subsidiaries hasBusiness, directly or indirectlyand, except as set forth on Schedule 5.10, the Company has not: (a) redeemedsuffered any material damage, purchased, otherwise acquireddestruction, or agreed to redeemloss, purchase whether or otherwise acquire, any shares of its capital stock, or declared, set aside or paid any dividend or otherwise made a distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock (other than between the Company and a wholly-owned Subsidiary thereof)not covered by insurance; (b) authorized for issuancedeclared any direct or indirect redemption, issuedretirement, soldpurchase, delivered, granted or issued any options, warrants, calls, subscriptions or other rights for, or otherwise agreed or committed to issue, sell, deliver or grant any acquisition by the Company of shares of any class of its capital stock or any securities convertible into or exchangeable or exercisable for shares of any class of its capital stock, other equity interests in the Company other than pursuant to and in accordance with (i) the Company Stock Option Plans or the Stock Purchase Plans or (ii) as listed in Section 2.03 Ordinary Course of the Disclosure ScheduleBusiness; (c) except in issued any equity of the ordinary course of business consistent with past practiceCompany or any warrants, (i) created rights or incurred any Indebtednessoptions, (ii) assumed, guaranteed, endorsed or otherwise as an accommodation become responsible for the obligations of any other individual, firm or corporation, made any loans or advances to any other individual, firm or corporation, (iii) entered into any commitment or transaction material relating to the Company and its Subsidiaries, taken as a whole, (iv) incurred any material liabilities outside equity of the ordinary course of business consistent with past practice or (v) subjected any asset to any LienCompany; (d) other than the Accounting Changeoverexcept as required by applicable Law or GAAP, instituted made any material change in its the accounting methods, principles methods or practices except as required by US GAAPit follows, whether for general, financial, or Tax purposes, or any change in depreciation or amortization policies or rates adopted therein; (e) revalued sold, leased, abandoned, or otherwise disposed of any machinery, equipment, or other operating property with an individual book value in excess of its respective assets $25,000, or an aggregate book value in any material respect, including without limitation, writing down the value excess of inventory or writing off notes or accounts receivables, except for amounts previously reserved as reflected in the December 31, 2004 balance sheet$100,000; (f) suffered sold, assigned or transferred any damage, destruction or loss, whether covered by insurance or not, except for such as would not, individually or in the aggregate, have a Company Material Adverse EffectOwned Intellectual Property; (g) granted any increase in the base compensation of, permitted or made any other material change in the employment terms for, allowed any of its directorsproperty or assets to be subjected to any mortgage, officers and employeesdeed of trust, pledge, Lien, security interest, or other encumbrance of any kind (except for increases or changes reflecting or based upon changed responsibilities or duties made in the ordinary course of business consistent with past practice and ordinary annual adjustments not to exceed 10% of the base compensation of such director, officer or employee prior to such adjustmentPermitted Liens); (h) adopted, modified made any capital expenditure or terminated any bonus, profit-sharing, incentive, severance commitment individually in excess of $25,000 or other plan or contract for the benefit of any of its directors, officers and employees other than changes which do not materially increase in the aggregate cost in excess of such plan or contract$100,000; (i) except for provision of services paid, loaned, or sales in the ordinary course of business consistent with past practiceadvanced any amount to, or sold, leased, licensed, assigned, transferred, conveyed or otherwise disposed of leased any of its tangible properties or assets to, or property having a book entered into any Contract or market value in excess of $50,000arrangement with, any Affiliate; (j) entered into incurred any new line of business, or, except debt for transactions in the ordinary course of business consistent with past practices, incurred or committed to incur any capital expenditures, obligations or liabilities in connection therewith in excess of $50,000 in the aggregateborrowed money; (k) acquired or agreed to acquire by merging or consolidating withmade any changes in its policies, practices, or agreed to acquire by purchasing a substantial portion methodology of collecting accounts receivable or paying accounts payable or accrued liabilities, and all such collections and payments have been made in the assets of, or in any other manner, any business Ordinary Course of any other PersonBusiness; (l) made settled or paid any cancellation claims or waiver of (i) any right material to the operation of the business of litigation against the Company or any of its Subsidiaries directors or officers (ii) any material debts or claims of the Company or a Subsidiaryin their capacities as such); (m) made instituted any disposition (including increase in excess of 3% in any license) of, compensation payable to any officer or abandoned or failed to maintain or enforce any material Intellectual Property Rights owned or used by employee of the Company or in any profit-sharing, bonus, incentive, deferred compensation, insurance, pension, retirement, medical, hospital, disability, welfare, or other benefits made available to officers or employees of its Subsidiariesthe Company; (n) prepared or filed any Tax Return inconsistent with past practice or, on such Tax Return, except as required by applicable Law, taken any position, made any election, or adopted any method inconsistent with positions taken, elections made, or methods used in preparing or filing similar Tax Returns in prior periods; (o) written off any accounts receivable or issued any credit to a customer individually in excess of $25,000 or in the ordinary course aggregate in excess of business consistent with past practices, entered into any agreement, arrangement or transaction with any Affiliate of the Company$100,000; or (op) agreed to (i) do any of the things described in the preceding clauses (a) through (n) or (ii) take, whether in writing or otherwise, any action which, if taken prior to the date of this Agreement, would have made any representation or warranty in this Article II untrue or incorrectexperienced a Material Adverse Effect.

Absence of Certain Changes or Events. Except (a) Since December 31, 2011 there has been no Material Adverse Effect. (b) Without limiting the generality of this Section 5.12, except as disclosed in set forth on Section 2.09 5.12(b) of the Parent Disclosure Schedule or as expressly contemplated by this AgreementSchedule, since December 31, 20042011, neither each Acquired Company has conducted its business in the ordinary course, consistent with past practice, and no Acquired Company nor has: (i) amended or changed its Organizational Documents; (ii) issued, sold or otherwise disposed of or repurchased, redeemed or otherwise acquired any shares of, or rights of any kind to acquire (including options) any of its Subsidiaries hasEquity Securities; or granted any registration rights in respect of any of its Equity Securities; (iii) reclassified, combined, split, subdivided or issued any other securities in respect of, in lieu of or in substitution for, directly or indirectly: (a) redeemed, purchased, otherwise acquired, or agreed to redeem, purchase or otherwise acquire, any shares of its capital stock, or declared, set aside or paid any dividend or otherwise made a distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock (other than between the Company and a wholly-owned Subsidiary thereof)Equity Securities; (biv) authorized made any change in its accounting principles or practices or the methods by which such principles or practices are applied for issuancefinancial reporting purposes (except as required by GAAP), issued, sold, delivered, granted or issued any options, warrants, calls, subscriptions or other rights forchanged, or otherwise agreed made, any Tax election, changed any Tax accounting method or committed to issue, sell, deliver settled any claim for Taxes or grant revalued any shares of any class of its capital stock or any securities convertible into or exchangeable or exercisable for shares of any class of its capital stock, assets other than pursuant to in the ordinary course of business consistent with past practice and in accordance with GAAP; (v) (A) adopted, established, entered into, amended or terminated any Plan, (B) entered into, amended or modified any Collective Bargaining Agreement, Union Contract or other Contract with any labor organization or Union, (C) entered into amended or modified any employment, consulting, severance, change in control or similar Contract with an executive officer, director or manager of any Acquired Company, (D) other than in the ordinary course of business and consistent with past practice or pursuant to a written plan or agreement, increased the rate of compensation (including bonus opportunities) or benefits (including severance) of any employee, officer, director, manager, consultant or independent contractor of any Acquired Company or (E) other than in the ordinary course of business and consistent with past practice, paid any bonuses, salaries or other compensation to any member, manager, employee, officer, director, manager, consultant of independent contractor of any of the Acquired Companies; (vi) breached, cancelled, materially modified, terminated or granted a material waiver or release of any Permit or Company Contract; (vii) entered into, breached or violated or terminated or received any notice of termination of (i) the Company Stock Option Plans any material license or the Stock Purchase Plans any distributorship, dealer, sales representative, joint venture, credit, or similar agreement, or (ii) as listed in Section 2.03 any Contract or transaction involving a total remaining commitment by or to any of the Disclosure ScheduleAcquired Companies of at least $250,000, individually or in the aggregate; (cviii) suffered any material damage, destruction or Loss with respect to any of its properties or assets, whether or not covered by insurance; (ix) acquired, sold, transferred, conveyed, leased, subleased or otherwise disposed of any businesses or any properties or assets that have a fair market value in excess of $250,000 (whether by merger, consolidation or otherwise), other than acquisitions of supplies and sales of inventory or services in the ordinary course of business consistent with past practice; (x) mortgaged, pledged or had any Lien imposed on any material asset or property of any of the Acquired Companies; (xi) suffered or experienced any cancellation, waiver, forbearance, transfer, disposition or settlement of any claims or rights with a value to any of the Acquired Companies in excess of $250,000 individually or in the aggregate; (xii) suffered or experienced any disposal, or permission to lapse, of any license or other rights to use any invention, patent, trademark or other Intellectual Property (other than the termination of a license due to the expiration of a Contract in the ordinary course pursuant to its terms), disclosure of any trade secrets or other confidential information of any of the Acquired Companies to a third party except pursuant to written agreements containing reasonable confidentiality obligations entered into in the ordinary course of business consistent with past practice, or failure to maintain in force any patent and/or trademark, copyright (ior any application therefor) created or incurred any Indebtedness, (ii) assumed, guaranteed, endorsed or otherwise as an accommodation become responsible for the obligations of any other individual, firm or corporation, made any loans or advances to any other individual, firm or corporation, (iii) entered into any commitment or transaction material to of the Company and its Subsidiaries, taken as a whole, (iv) incurred any material liabilities outside the ordinary course of business consistent with past practice or (v) subjected any asset to any LienAcquired Companies; (dxiii) made any loan, advance or capital contribution to, or investment in, any Person other than the Accounting Changeover, instituted any material change in its accounting methods, principles or practices except as required by US GAAP; (e) revalued any of its respective assets in any material respect, including without limitation, writing down the value of inventory or writing off notes or accounts receivables, except for amounts previously reserved as reflected in the December 31, 2004 balance sheet; (f) suffered any damage, destruction or loss, whether covered by insurance or not, except for such as would not, individually or in the aggregate, have a Company Material Adverse Effect; (g) granted any increase in the base compensation of, or made any other material change in the employment terms for, any of its directors, officers and employees, except for increases or changes reflecting or based upon changed responsibilities or duties made in the ordinary course of business consistent with past practice and ordinary annual adjustments not to exceed 10% of the base compensation of such director, officer or employee prior to such adjustment; (h) adopted, modified or terminated any bonus, profit-sharing, incentive, severance or other plan or contract for the benefit of any of its directors, officers and employees other than changes which do not materially increase the aggregate cost of such plan or contract; (i) except for provision of services or sales advances in the ordinary course of business consistent with past practice, sold, leased, licensed, assigned, transferred, conveyed or otherwise disposed of any of its assets or property having a book or market value in excess of $50,000; (jxiv) entered into participated in and/or prepared for any new line arbitration, trial, hearing or other proceeding or adjudication of businessany kind, orwhether before a court, except for transactions in the ordinary course judge, agency, arbitrator, panel or any other type of business consistent with past practicesadjudicator or official, incurred concerning any claim(s) of any kind against any Acquired Company and/or any of their respective partners, directors, members, officers, executives, managers, or committed to incur any capital expenditures, obligations or liabilities in connection therewith in excess of $50,000 in the aggregateemployees; (kxv) acquired taken any action that would constitute a “mass lay-off,” a “mass termination,” or agreed to acquire by merging a “plant closing,” or consolidating withwhich would otherwise trigger notice requirements under any applicable Law concerning reductions in force, such as the WARN Act, or agreed to acquire by purchasing a substantial portion of the assets ofany similar federal, state, local or foreign Law in any other manner, any business of any other Personapplicable jurisdiction; (lxvi) made any cancellation or waiver material changes in its customary methods of (i) any right material operations, including practices and policies relating to the operation of the business of the Company or any of its Subsidiaries or (ii) any material debts or claims of the Company or a Subsidiarymarketing, selling and pricing; (mxvii) made any disposition (including any license) ofundergone a complete or partial liquidation, dissolution, restructuring, recapitalization or abandoned or failed to maintain or enforce any material Intellectual Property Rights owned or used by the Company or any of its Subsidiaries; (n) except in the ordinary course of business consistent with past practices, entered into any agreement, arrangement or transaction with any Affiliate of the Companyother reorganization; or (oxviii) agreed authorized, or entered into any Contract to (i) do do, any of the things described in the preceding clauses (a) through (n) or (ii) take, whether in writing or otherwise, any action which, if taken prior to the date of this Agreement, would have made any representation or warranty in this Article II untrue or incorrectforegoing.

Absence of Certain Changes or Events. Except Since December 31, 2007, except as disclosed set forth in Section 2.09 4.08 of the Disclosure Schedule Schedule, or as expressly contemplated by this Agreement, since (a) the Company has conducted its business in the ordinary course, (b) there has not been any Material Adverse Effect, (c) the depreciated book value of the Company’s property, plant and equipment has not decreased and (d) the Company’s long-term liabilities and liabilities required to be capitalized have not increased. Since December 31, 20042007, neither except as set forth in Section 4.08 of the Disclosure Schedule, the Company nor has not directly or indirectly done any of its Subsidiaries has, directly or indirectly: the following: (a) redeemed, purchased, otherwise acquired, or agreed to redeem, purchase amended or otherwise acquirechanged its Certificate of Incorporation or Bylaws, any shares of its capital stock, or declared, set aside or paid any dividend or otherwise made a distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock (other than between the Company and a wholly-owned Subsidiary thereof); (b) (i) issued, sold or granted, or authorized for the issuance, issued, sold, delivered, granted or issued any options, warrants, calls, subscriptions or other rights for, or otherwise agreed or committed to issue, sell, deliver sale or grant of, any shares of any class of its capital stock of the Company, or any options, warrants, convertible securities convertible into or exchangeable or exercisable for other rights of any kind to acquire any shares of any class of its such capital stock, or any other than pursuant to and in accordance with (i) ownership interest, of the Company (except for the issuance of Company Common Stock Option Plans or upon the conversion of Company Preferred Stock Purchase Plans and the exercise of outstanding options and warrants) or (ii) as listed in Section 2.03 sold, disposed of or encumbered any material assets of the Disclosure Schedule; (c) Company except in the ordinary course of business consistent business, (c) declared, set aside, made or paid any dividend or other distribution, payable in cash, stock, property or otherwise, with past practicerespect to any of its capital stock, (d) reclassified, combined, split, subdivided or redeemed, or purchased or otherwise acquired, directly or indirectly, any of its capital stock, (e) (i) created acquired (including, without limitation, by merger, consolidation, acquisition of stock or incurred assets, or any Indebtednessother business combination) any corporation, partnership, other business organization or any division thereof, (ii) incurred any indebtedness for borrowed money or issued any debt securities or assumed, guaranteedguaranteed or endorsed, endorsed or otherwise as an accommodation become became responsible for for, the obligations of any other individualperson, firm or corporation, made any loans or advances to advances, or granted any other individual, firm or corporationsecurity interest in any of its assets except in the ordinary course of business, (iii) entered into any commitment contract or transaction material to agreement other than in the Company and its Subsidiaries, taken as a wholeordinary course of business, (iv) incurred authorized, or made any material liabilities outside commitment with respect to, capital expenditures which were, in the ordinary course aggregate, in excess of business consistent with past practice $325,000 or (v) subjected entered into or amended any asset contract, agreement, commitment or arrangement with respect to any Lien; (d) other than the Accounting Changeovermatter set forth in this Section 4.08(e), instituted any material change in its accounting methods, principles or practices except as required by US GAAP; (e) revalued any of its respective assets in any material respect, including without limitation, writing down the value of inventory or writing off notes or accounts receivables, except for amounts previously reserved as reflected in the December 31, 2004 balance sheet; (f) suffered any damage, destruction or loss, whether covered by insurance or not, except for such as would not, individually or in increased the aggregate, have a Company Material Adverse Effect; (g) granted any increase in the base compensation of, or made any other material change in the employment terms for, any of payable to its directors, officers and or employees, except for increases or changes reflecting or based upon changed responsibilities or duties made in the ordinary course of business consistent with past practice and ordinary annual adjustments not to exceed 10% in salaries, wages, bonuses, incentives or benefits of employees of the base compensation Company who are not directors or officers of such the Company, or granted any severance or termination pay to, or entered into any employment or severance agreement with, any director, officer or other employee prior to such adjustment; (h) of the Company, or established, adopted, modified entered into or terminated amended any collective bargaining, bonus, profit-profit sharing, incentivethrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, termination, severance or other plan plan, agreement, trust, fund, policy or contract arrangement for the benefit of any of its directorsdirector, officers and employees officer or employee, or (g) took any action, other than changes which do not materially increase the aggregate cost of such plan or contract; (i) except for provision of services or sales reasonable and usual actions in the ordinary course of business consistent with past practice, sold, leased, licensed, assigned, transferred, conveyed or otherwise disposed of any of its assets or property having a book or market value in excess of $50,000; (j) entered into any new line of business, or, except for transactions in the ordinary course of business consistent with past practices, incurred respect to accounting policies or committed to incur any capital expenditures, obligations or liabilities in connection therewith in excess of $50,000 in the aggregate; (k) acquired or agreed to acquire by merging or consolidating with, or agreed to acquire by purchasing a substantial portion of the assets of, or in any other manner, any business of any other Person; (l) made any cancellation or waiver of (i) any right material to the operation of the business of the Company or any of its Subsidiaries or (ii) any material debts or claims of the Company or a Subsidiary; (m) made any disposition (including any license) of, or abandoned or failed to maintain or enforce any material Intellectual Property Rights owned or used by the Company or any of its Subsidiaries; (n) except in the ordinary course of business consistent with past practices, entered into any agreement, arrangement or transaction with any Affiliate of the Company; or (o) agreed to (i) do any of the things described in the preceding clauses (a) through (n) or (ii) take, whether in writing or otherwise, any action which, if taken prior to the date of this Agreement, would have made any representation or warranty in this Article II untrue or incorrectprocedures.

Absence of Certain Changes or Events. Except as disclosed in Section 2.09 Since December 31, 2014, (a) the business of the Disclosure Company has been conducted, in all material respects, in the ordinary course of business consistent with past practice and (b) there has not occurred any Material Adverse Effect. Without limiting the generality of the foregoing, except as set forth on Schedule or as expressly contemplated by this Agreement3.8, since December 31, 20042014 through the date of this Agreement, neither the Company nor any of its Subsidiaries has, directly or indirectlyhas not: (a) redeemed, purchased, otherwise acquiredmade any loans or advances to, or agreed to redeemguarantees for the benefit of, purchase or otherwise acquireacquired any securities or assets of, any shares of its capital stock, or declared, set aside or paid any dividend or otherwise made a distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock (other than between the Company and a wholly-owned Subsidiary thereof)Person; (b) authorized for issuance, issued, sold, delivered, granted or issued any options, warrants, calls, subscriptions or other rights for, or otherwise agreed or committed to issue, sell, deliver or grant any shares of any class of its capital stock or any securities convertible into or exchangeable or exercisable for shares of any class of its capital stock, other than pursuant to and in accordance with (i) incurred any Indebtedness in excess of $100,000 individually or $250,000 in the Company Stock Option Plans or the Stock Purchase Plans aggregate or (ii) as listed delayed or postponed the payment of accounts payable or other liabilities beyond the original due date except in Section 2.03 of the Disclosure Scheduleordinary course consistent with past practice; (c) mortgaged, pledged or subjected to any Encumbrance (other than Permitted Encumbrance) any material portion of its properties or assets; (d) other than the entry into, renewal or amendment of any Material Contract in the ordinary course of business, entered into, amended or terminated any contract that would constitute a Material Contract, and no other Person has accelerated, terminated, amended or cancelled any such contract; (e) entered into any agreement with any Affiliates of the Company and the Seller, except to the extent required by Law; (f) acquired any corporation, partnership, limited liability company, other business organization or division thereof or any assets other than in the ordinary course of business, in each case that is material, individually or in the aggregate, to the Company; (i) except in the ordinary course of business consistent with past practice, (i) created made or incurred granted any Indebtednessbonus or any wage, salary or compensation or benefits increase to any director, manager, officer or, employee, (ii) assumed, guaranteed, endorsed or otherwise as an accommodation become responsible except for changes to Employee Plans applicable to similarly-situated employees of the obligations of any other individual, firm or corporationSeller, made any loans or advances to any other individual, firm or corporation, (iii) entered into any commitment or transaction material to the Company and its Subsidiaries, taken as a whole, (iv) incurred any material liabilities outside the ordinary course of business consistent with past practice or (v) subjected any asset to any Lien; (d) other than the Accounting Changeover, instituted any material change in its accounting methods, principles or practices except as required by US GAAP; (e) revalued any of its respective assets in any material respect, including without limitation, writing down the value of inventory or writing off notes or accounts receivables, except for amounts previously reserved as reflected in the December 31, 2004 balance sheet; (f) suffered any damage, destruction or loss, whether covered by insurance or not, except for such as would not, individually or in the aggregate, have a Company Material Adverse Effect; (g) granted any increase in the base compensation ofany employee benefit plan or arrangement, or amended or terminated any existing employee benefit plan or arrangement or adopted any new employee benefit plan or arrangement, or (iii) made any loan to, or entered into any other material change in the employment terms fortransaction with, any of its directorsmanagers, officers and or employees, except for increases or changes reflecting or based upon changed responsibilities or duties made in the ordinary course of business consistent with past practice and ordinary annual adjustments not to exceed 10% of the base compensation of such director, officer or employee prior to such adjustment; (h) adopted, modified or terminated any bonus, profit-sharing, incentive, severance or other plan or contract for the benefit of any of its directors, officers and employees other than changes which do not materially increase the aggregate cost of such plan or contract; (i) made any capital expenditure or commitments for capital expenditures in excess of $200,000 or (ii) entered into any lease of capital equipment or real estate except for provision of services or sales in the ordinary course of business consistent with past practice; (i) amended its certificate of incorporation, soldbylaws or equivalent organizational documents; (i) issued, leased, licensed, assigned, transferred, conveyed sold or otherwise disposed of any of its assets equity interests, or property having a book granted any options, warrants or market value in excess other rights to acquire (including upon conversion, exchange or exercise) any of $50,000; its equity interests, (jii) entered into declared, set aside or paid any new line non-cash dividends or made any other non-cash distributions with respect to any of businessits capital stock or other equity securities or (iii) reclassified, orsplit, except for transactions in the ordinary course subdivided, purchased, acquired or redeemed any of business consistent with past practicesits capital stock or other equity securities (including any warrants, incurred options or committed other rights to incur any acquire its capital expenditures, obligations stock or liabilities in connection therewith in excess of $50,000 in the aggregateother equity securities); (k) acquired or agreed to acquire by merging or consolidating with, or agreed to acquire by purchasing a substantial portion of the assets of, or in any other manner, any business of any other Person; (l) made any cancellation or waiver of (i) any right material to the operation of the business of the Company or any of its Subsidiaries or (ii) any material debts or claims of the Company or a Subsidiary; (m) made any disposition (including any license) of, or abandoned or failed to maintain or enforce any material Intellectual Property Rights owned or used by the Company or any of its Subsidiaries; (n) except in the ordinary course of business consistent with past practicespractice or as required by applicable law and excluding any actions with respect to the Company solely as a member of the Seller Affiliated Group, (including any affiliated, consolidated, combined or unitary group for federal, state, local or foreign purposes), made, rescinded or changed any material Tax election, changed any material Tax accounting period, adopted or changed any accounting method, filed any amended Tax Return, entered into any closing agreement, arrangement settled any material Tax claim, assessment or transaction with liability, surrendered any Affiliate right to claim a refund of Taxes, consented to any extension or waiver of the Companylimitation period applicable to any Tax claim or assessment, or taken any other similar action relating to the filing of any Tax Return or the payment of any Tax. For the avoidance of doubt, nothing in this section 3.8(k) shall limit or prevent the Seller from taking any action, including filing returns, making elections or extending the statute of limitations with respect to any affiliated, consolidated, combined or unitary group return, election, audit or inquiry that includes the company; (i) incurred any damage, destruction or other casualty loss not fully covered by insurance affecting any of its assets in an aggregate amount greater than $200,000 or (ii) sold, leased, transferred or assigned any asset, other than for fair consideration in the ordinary course of business; (i) entered into any settlement, conciliation or similar agreement involving claims in excess of $200,000 or (ii) waived any rights of value other than in the ordinary course of business consistent with past practice; or (on) agreed entered into or approved any contract, arrangement or understanding to (i) do do, engage in or cause or having the effects of, any of the things described in the preceding clauses (a) through (n) or (ii) take, whether in writing or otherwise, any action which, if taken prior to the date of this Agreement, would have made any representation or warranty in this Article II untrue or incorrectforegoing.

Absence of Certain Changes or Events. Except as disclosed set forth on ------------------------------------ Schedule 2.17 attached hereto, since the most recent date as of which a balance ------------- sheet was delivered pursuant to Section 2.5, neither Seller has entered into any transaction which is not in Section 2.09 the usual and ordinary course of business, and, without limiting the generality of the Disclosure Schedule or as expressly contemplated by this Agreement, since December 31, 2004foregoing, neither the Company nor any of its Subsidiaries Seller has, directly or indirectly: (a) redeemedIncurred any material obligation or liability for borrowed money or increased the outstanding indebtedness to Citizens Bank, purchased, otherwise acquired, or agreed to redeem, purchase or otherwise acquire, any shares of its capital stock, or declared, set aside or paid any dividend or otherwise made a distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock (other than between the Company and a wholly-owned Subsidiary thereof)New Hampshire; (b) authorized for issuance, issued, sold, delivered, granted Discharged or issued satisfied any options, warrants, calls, subscriptions lien or other rights for, encumbrance or otherwise agreed paid any obligation or committed to issue, sell, deliver or grant any shares of any class of its capital stock or any securities convertible into or exchangeable or exercisable for shares of any class of its capital stock, liability other than pursuant current liabilities reflected in the most recent Balance Sheet referred to and in accordance with (i) the Company Stock Option Plans or the Stock Purchase Plans or (ii) as listed in Section 2.03 of the Disclosure Schedule2.5; (c) Mortgaged, pledged or subjected to a Security Interest any of the Acquired Assets; (d) Sold or purchased, assigned or transferred any of its tangible assets or cancelled any debts or claims, except for inventory sold and raw materials purchased in the ordinary course of business consistent with past practice, (i) created or incurred any Indebtedness, (ii) assumed, guaranteed, endorsed or otherwise as an accommodation become responsible for the obligations of any other individual, firm or corporation, made any loans or advances to any other individual, firm or corporation, (iii) entered into any commitment or transaction material to the Company and its Subsidiaries, taken as a whole, (iv) incurred any material liabilities outside the ordinary course of business consistent with past practice or (v) subjected any asset to any Lien; (d) other than the Accounting Changeover, instituted any material change in its accounting methods, principles or practices except as required by US GAAPbusiness; (e) revalued any of its respective assets in Made any material respect, including without limitation, writing down amendment to or termination of any Contract or done any act or omitted to do any act which would cause the value breach of inventory or writing off notes or accounts receivables, except for amounts previously reserved as reflected in the December 31, 2004 balance sheetany Contract; (f) suffered Suffered any damage, destruction or losslosses, whether covered by insurance insured or notuninsured, except for such as would notand whether or not in the control of the Seller, individually or in excess of $10,000 in the aggregate, have a Company Material Adverse Effector waived any rights of any value; (g) granted Made any increase changes in the base compensation of, or made any other material change in the employment terms for, any of its directorsofficers, officers and directors or employees, except for increases or changes reflecting or based upon changed responsibilities or duties made in the ordinary course of business consistent with past practice and ordinary annual adjustments not to exceed 10% of the base compensation of such director, officer or employee prior to such adjustment; (h) adopted, modified Authorized or terminated any bonus, profit-sharing, incentive, severance or other plan or contract issued recall notices for the benefit of any of its directors, officers and employees other than changes which do not materially increase the aggregate cost of such plan products or contractinitiated any safety investigations; (i) except for provision of services or sales in the ordinary course of business consistent with past practice, sold, leased, licensed, assigned, transferred, conveyed or otherwise disposed Received notice of any of its assets litigation, warranty claim or property having a book or market value in excess of $50,000;products liability claims; or (j) entered into Made any new line of business, or, except for transactions material change in the ordinary course of business consistent with past practicesterms, incurred status or committed to incur any capital expenditures, obligations or liabilities in connection therewith in excess of $50,000 in the aggregate; (k) acquired or agreed to acquire by merging or consolidating with, or agreed to acquire by purchasing a substantial portion of the assets of, or in any other manner, any business funding condition of any other Person; (l) made any cancellation or waiver of (i) any right material to the operation of the business of the Company or any of its Subsidiaries or (ii) any material debts or claims of the Company or a Subsidiary; (m) made any disposition (including any license) ofEmployee Plan, or abandoned or failed to maintain or enforce any material Intellectual Property Rights owned or used by the Company or any of its Subsidiaries; (n) except as defined in the ordinary course of business consistent with past practices, entered into any agreement, arrangement or transaction with any Affiliate of the Company; or (o) agreed to (i) do any of the things described in the preceding clauses (a) through (n) or (ii) take, whether in writing or otherwise, any action which, if taken prior to the date of this Agreement, would have made any representation or warranty in this Article II untrue or incorrectSubsection 2.21 hereof.

Absence of Certain Changes or Events. Except as disclosed in Section 2.09 4.2(i) of the ZiaSun Disclosure Schedule and for liabilities permitted to be incurred in accordance with this Agreement or as expressly the transactions contemplated by this Agreementhereby, since December 31, 20042000, ZiaSun and each Subsidiary of ZiaSun has conducted its business only in the ordinary course and in a manner consistent with past practices and, since such date and prior to the date hereof, neither the Company ZiaSun nor any Subsidiary of its Subsidiaries ZiaSun has, directly or indirectly: (ai) redeemed, purchased, otherwise acquired, made or agreed adopted amendments or changes to redeem, purchase its Certificate or otherwise acquire, any shares Articles of its capital stock, Incorporation or Bylaws; (ii) declared, set aside or paid any a dividend or otherwise made a other distribution (whether in cashwith respect to its capital stock, stock or property or any combination thereof) in respect of its capital stock (other than between the Company and a wholly-owned Subsidiary thereof); (b) authorized for issuancedirect or indirect redemption, issued, sold, delivered, granted or issued any options, warrants, calls, subscriptions purchase or other rights for, or otherwise agreed or committed to issue, sell, deliver or grant any shares acquisition by it of any class of its capital stock or any securities convertible into or exchangeable or exercisable for shares of any class of its capital stock; (iii) acquired or entered into any agreement, arrangement or understanding for the acquisition (including, without limitation, by merger, consolidation, or acquisition of stock or assets) of any material interest in any corporation, partnership, other business organization or any division thereof or any material assets, other than pursuant to and in accordance with (i) the Company Stock Option Plans or the Stock Purchase Plans or (ii) as listed in Section 2.03 acquisition of the Disclosure Schedule; (c) except in the ordinary course of business consistent with past practice, (i) created or incurred any Indebtedness, (ii) assumed, guaranteed, endorsed or otherwise as an accommodation become responsible for the obligations of any other individual, firm or corporation, made any loans or advances to any other individual, firm or corporation, (iii) entered into any commitment or transaction material to the Company and its Subsidiaries, taken as a whole, (iv) incurred any material liabilities outside the ordinary course of business consistent with past practice or (v) subjected any asset to any Lien; (d) other than the Accounting Changeover, instituted any material change in its accounting methods, principles or practices except as required by US GAAP; (e) revalued any of its respective assets in any material respect, including without limitation, writing down the value of inventory or writing off notes or accounts receivables, except for amounts previously reserved as reflected in the December 31, 2004 balance sheet; (f) suffered any damage, destruction or loss, whether covered by insurance or not, except for such as would not, individually or in the aggregate, have a Company Material Adverse Effect; (g) granted any increase in the base compensation of, or made any other material change in the employment terms for, any of its directors, officers and employees, except for increases or changes reflecting or based upon changed responsibilities or duties made in the ordinary course of business consistent with past practice and ordinary annual adjustments not to exceed 10% of the base compensation of such director, officer or employee prior to such adjustment; (h) adopted, modified or terminated any bonus, profit-sharing, incentive, severance or other plan or contract for the benefit of any of its directors, officers and employees other than changes which do not materially increase the aggregate cost of such plan or contract; (i) except for provision of services or sales in the ordinary course of business consistent with past practice, sold, leased, licensed, assigned, transferred, conveyed or otherwise disposed of any of its assets or property having a book or market value in excess of $50,000; (j) entered into any new line of business, or, except for transactions in the ordinary course of business consistent with past practices, incurred or committed to incur any capital expenditures, obligations or liabilities in connection therewith in excess of $50,000 in the aggregate; (kiv) acquired incurred any indebtedness for borrowed money or agreed to acquire by merging issued any debt securities or consolidating withassumed, guaranteed or endorsed, or agreed to acquire by purchasing a substantial portion otherwise as an accommodation become responsible for, the obligations of the assets ofany Person, or in any other manner, any business of any other Person; (l) made any cancellation loans or waiver of (i) any right material to the operation of the business of the Company or any of its Subsidiaries or (ii) any material debts or claims of the Company or a Subsidiary; (m) made any disposition (including any license) of, or abandoned or failed to maintain or enforce any material Intellectual Property Rights owned or used by the Company or any of its Subsidiaries; (n) advances except for indebtedness incurred in the ordinary course of business consistent with past practices, ; (v) entered into any agreementcontract or agreement material to its business, arrangement results of operations or transaction financial condition other than in the ordinary course of business consistent with past practices; (vi) made or authorized any Affiliate capital expenditure of $50,000 in any individual case or $125,000 in the Companyaggregate; (vii) revalued any of its assets; (viii) sold, leased, licensed or otherwise disposed of any of its material assets or properties, except in the ordinary course of business as conducted on that date and consistent with past practices; (ix) amended or terminated any material contract, agreement or license to which it is a party or by which it is bound; (x) permitted or allowed any of its material assets or properties (whether tangible or intangible) to be subjected to any Lien, other than in the ordinary course of business, consistent with past practices; (xi) taken any action, other than reasonable and usual actions in the ordinary course of business and consistent with past practices, with respect to accounting policies, methods or procedures (including, without limitation, procedures with respect to the payment of accounts payable and collection of accounts receivable); (xii) paid, discharged or satisfied any material claim, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, in the ordinary course of business and consistent with past practices, of liabilities reflected or reserved against in the financial statements of ZiaSun included in the ZiaSun SEC Reports or subsequently incurred in the ordinary course of business and consistent with past practices; (xiii) suffered any casualty, loss or damage with respect to any of its assets which in the aggregate have a replacement cost of more than $50,000, whether or not such casualty, loss or damage shall have been covered by insurance; (xiv) increased the salary or other compensation payable or to become payable by it to any of its directors, executive-level officers or advisors, or declared, paid, committed or otherwise become obligated for the payment of a bonus or other additional salary or compensation to any such person except as otherwise contemplated by this Agreement; (xv) waived or released any of its material rights or claims, including any write-off or other compromise of any amount of its account receivables; (xvi) changed the prices or royalties set or charged by it to its customers or licensees or in pricing or royalties set or charged by persons who have licensed Intellectual Property to it; (xvii) terminated, discontinued, closed or disposed of any facility or other business operation, or laid off any employees (other than layoffs of less than 5 employees) or implemented any early retirement, separation or program providing early retirement window benefits or announced or planned any such action or program for the future; (xviii) commenced or received notice or threat of commencement of any lawsuit or proceeding against or investigation of it or its affairs; (xix) received notice of any claim of ownership by a third party of its Intellectual Property or of infringment by it of any third party's Intellectual Property rights; (xx) issued or sold any of its shares of capital stock, or securities exchangeable, convertible or exercisable therefor, or of any other of its securities; (xxi) suffered any Material Adverse Effect; (xxii) made any material changes in the customary methods of its operations; or (oxxiii) agreed to (i) do any of the things described in the preceding clauses (a) through (n) or (ii) takeagreed, whether in writing or otherwise, to take any action which, if taken prior to of the date of this Agreement, would have made any representation or warranty actions specified in this Article II untrue or incorrectSection 4.2(i).

Absence of Certain Changes or Events. Except Since December 31, 2006, except as disclosed reported in Section 2.09 of River Hawks 10-KSB for the Disclosure Schedule or period ended December 31, 2007 and any subsequent Quarterly Reports filed by River Hawk with the Securities and Exchange Commission (“SEC”) on Form 10-QSB for the period ending on that date, and except as expressly contemplated by this Agreement, since December 31, 2004, neither the Company nor any of its Subsidiaries has, directly or indirectly: (a) redeemedthere has not been any Material Adverse Change in the business, purchasedoperations, otherwise acquiredproperties, assets, or agreed to redeem, purchase or otherwise acquire, any shares condition of its capital stock, or declared, set aside or paid any dividend or otherwise made a distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock (other than between the Company and a wholly-owned Subsidiary thereof)River Hawk; (b) authorized for issuance, issued, sold, delivered, granted or issued any options, warrants, calls, subscriptions or other rights for, or otherwise agreed or committed to issue, sell, deliver or grant any shares of any class of its capital stock or any securities convertible into or exchangeable or exercisable for shares of any class of its capital stock, other than pursuant to and in accordance with River Hawk has not (i) the Company Stock Option Plans or the Stock Purchase Plans or amended its Articles of Incorporation, except to change its name from Viva International, Inc. to River Hawk Aviation, Inc. and to reduce its authorized common stock from one billion (1,000,000,000) to twenty-five million (25,000,000) shares; (ii) as listed declared or made, or agreed to declare or make, any payment of dividends or distributions of any assets of any kind whatsoever to stockholders or purchased or redeemed, or agreed to purchase or redeem, any outstanding capital stock; (iii) made any material change in Section 2.03 its method of management, operation, or accounting; (iv) entered into any material transaction, not otherwise disclosed on Schedule 2.06 and attached hereto prior to the Disclosure ScheduleClosing; or (v) made any accrual or arrangement for payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (c) River Hawk has not (i) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent), except as otherwise disclosed on Schedule 2.06 to be attached hereto prior to the Closing and except liabilities incurred in the ordinary course of business consistent with past practice, (i) created or incurred any Indebtedness, business; (ii) assumed, guaranteed, endorsed or otherwise as an accommodation become responsible for the obligations of any other individual, firm or corporation, made any loans or advances to any other individual, firm or corporation, (iii) entered into any commitment or transaction material to the Company and its Subsidiaries, taken as a whole, (iv) incurred paid any material liabilities outside the ordinary course of business consistent with past practice obligation or liability (v) subjected any asset to any Lien; (dabsolute or contingent) other than the Accounting Changeover, instituted any material change in its accounting methods, principles or practices except as required by US GAAP; (e) revalued any of its respective assets in any material respect, including without limitation, writing down the value of inventory or writing off notes or accounts receivables, except for amounts previously reserved as current liabilities reflected in or shown on the December 31, 2004 most recent River Hawk balance sheet; (f) suffered any damage, destruction or loss, whether covered by insurance or not, except for such as would not, individually or in the aggregate, have a Company Material Adverse Effect; (g) granted any increase in the base compensation of, or made any other material change in the employment terms for, any of its directors, officers and employees, except for increases or changes reflecting or based upon changed responsibilities or duties made current liabilities incurred since that date in the ordinary course of business consistent with past practice and ordinary annual adjustments not to exceed 10% of the base compensation of such director, officer business; (iii) sold or employee prior to such adjustment; (h) adopted, modified or terminated any bonus, profit-sharing, incentive, severance or other plan or contract for the benefit of any of its directors, officers and employees other than changes which do not materially increase the aggregate cost of such plan or contract; (i) except for provision of services or sales in the ordinary course of business consistent with past practice, sold, leased, licensed, assigned, transferred, conveyed or otherwise disposed of any of its assets or property having a book or market value in excess of $50,000; (j) entered into any new line of business, or, except for transactions in the ordinary course of business consistent with past practices, incurred or committed to incur any capital expenditures, obligations or liabilities in connection therewith in excess of $50,000 in the aggregate; (k) acquired or agreed to acquire by merging or consolidating with, or agreed to acquire by purchasing a substantial portion of the assets ofsell or transfer, any material assets, properties, or in any other mannerrights, any business of any other Person; (l) made any cancellation or waiver of (i) any right material canceled, or agreed to the operation of the business of the Company or any of its Subsidiaries or (ii) cancel, any material debts or claims of the Company claims; or a Subsidiary; (miv) made or permitted any disposition (including material amendment or termination of any license) ofcontract, agreement, or abandoned or failed license to maintain or enforce any material Intellectual Property Rights owned or used by the Company or any of its Subsidiaries; (n) except in the ordinary course of business consistent with past practices, entered into any agreement, arrangement or transaction with any Affiliate of the Company; or (o) agreed to (i) do any of the things described in the preceding clauses (a) through (n) or (ii) take, whether in writing or otherwise, any action which, if taken prior to the date of this Agreement, would have made any representation or warranty in this Article II untrue or incorrectwhich it is a party.

Absence of Certain Changes or Events. Except as disclosed in Section 2.09 Since the date of the Disclosure Schedule or as expressly contemplated by this AgreementMost Recent Balance Sheet, since December 31, 2004, neither the Company nor any of its Subsidiaries has, directly or indirectlyTarget has not: (a) redeemed, purchased, otherwise acquired, suffered any change or effect that has had a Target Material Adverse Effect; (b) granted or agreed to redeem, purchase make any increase in the compensation payable or otherwise acquire, any shares of to become payable by Target to its capital stock, officers or employees; (c) declared, set aside or paid any dividend or otherwise made a any other distribution (whether in cash, stock on or property or any combination thereof) in respect of its the shares of the capital stock (other than between the Company and a wholly-owned Subsidiary thereof); (b) authorized for issuanceof Target or declared any direct or indirect redemption, issuedretirement, sold, delivered, granted or issued any options, warrants, calls, subscriptions purchase or other rights for, or otherwise agreed or committed to issue, sell, deliver or grant any shares acquisition by Target of any class of its capital stock or any securities convertible into or exchangeable or exercisable for shares of any class of its capital stock, other than pursuant to and in accordance with (i) the Company Stock Option Plans or the Stock Purchase Plans or (ii) as listed in Section 2.03 of the Disclosure Schedule; (c) except in the ordinary course of business consistent with past practice, (i) created or incurred any Indebtedness, (ii) assumed, guaranteed, endorsed or otherwise as an accommodation become responsible for the obligations of any other individual, firm or corporation, made any loans or advances to any other individual, firm or corporation, (iii) entered into any commitment or transaction material to the Company and its Subsidiaries, taken as a whole, (iv) incurred any material liabilities outside the ordinary course of business consistent with past practice or (v) subjected any asset to any Liensuch shares; (d) other than the Accounting Changeover, instituted made any material change in its the accounting methods, principles methods or practices except as required by US GAAPit follows, whether for general financial or tax purposes, or any change in depreciation or amortization policies or rates adopted therein; (e) revalued sold, leased, abandoned or otherwise disposed of any of its respective assets in real property or any material respectmachinery, including without limitation, writing down the value of inventory equipment or writing off notes or accounts receivables, except for amounts previously reserved as reflected in the December 31, 2004 balance sheetother operating property; (f) suffered sold, assigned, transferred, licensed or otherwise disposed of any damagepatent, destruction trademark, trade name, brand name, copyright (or losspending application for any patent, whether covered by insurance trademark or notcopyright) invention, work of authorship, process, know-how, formula or trade secret or interest thereunder or other intangible asset, except for such as would not, individually set forth in Schedule 3.6 or in the aggregate, have a Company Material Adverse Effect3.11; (g) granted any increase in the base compensation of, permitted or made any other material change in the employment terms for, allowed any of its directorsproperty or assets to be subjected to any mortgage, officers and employeesdeed of trust, pledge, lien, security interest or other encumbrance of any kind (except for increases or changes reflecting or based upon changed responsibilities or duties made in the ordinary course of business consistent with past practice and ordinary annual adjustments not to exceed 10% of the base compensation of such director, officer or employee prior to such adjustmentthose permitted under Section 3.7); (h) adopted, modified made any capital expenditure or terminated any bonus, profit-sharing, incentive, severance commitment individually in excess of $10,000 or other plan or contract for the benefit of any of its directors, officers and employees other than changes which do not materially increase in the aggregate cost of such plan or contract; (i) except for provision of services or sales in the ordinary course of business consistent with past practice, sold, leased, licensed, assigned, transferred, conveyed or otherwise disposed of any of its assets or property having a book or market value in excess of $50,000; (ji) paid, loaned or advanced any amount to, or sold, transferred or leased any properties or assets to, or entered into any new line agreement or arrangement with, any of businessits Affiliates (as defined in Section 3.16), orofficers, directors or stockholders or any affiliate or associate of any of the foregoing (except for transactions in the case of salaries in the ordinary course of business consistent with past practicesbusiness); (j) made any amendment to or terminated any agreement which, incurred if not so amended or committed terminated, would be required to incur any capital expenditures, obligations or liabilities in connection therewith in excess of $50,000 in be disclosed on the aggregate;Target Disclosure Schedule; or (k) acquired or agreed to acquire by merging take any action described in this Section 3.6 or consolidating with, or agreed to acquire by purchasing a substantial portion of the assets of, or in any other manner, any business of any other Person; (l) made any cancellation or waiver of (i) any right material to the operation of the business of the Company or any outside of its Subsidiaries or (ii) any material debts or claims of the Company or a Subsidiary; (m) made any disposition (including any license) of, or abandoned or failed to maintain or enforce any material Intellectual Property Rights owned or used by the Company or any of its Subsidiaries; (n) except in the ordinary course of business consistent with past practices, entered into any agreement, arrangement or transaction with any Affiliate of the Company; or (o) agreed to (i) do any of the things described in the preceding clauses (a) through (n) or (ii) take, whether in writing or otherwise, any action which, if taken prior to the date of this Agreement, would have made any representation or warranty in this Article II untrue or incorrectbusiness.

Absence of Certain Changes or Events. Except as disclosed in Section 2.09 of the Disclosure Schedule or as expressly contemplated by this Agreement, including the impact of the transfer or other exclusion of the Retained Assets and Retained Liabilities, or set forth in the Financial Statements or the Interim Financial Statements, since December 31the Balance Sheet Date, 2004the Group has conducted its business in all material respects in the ordinary course consistent with past practice (taking into account the proposed sale of the Group) and there has been no material reduction in the value of those fixed assets (other than diminution in value in the ordinary course) specified in the Financial Statements and no material adverse change in the assets, neither financial condition or results of operations of the Group, no Substantial Program Suppliers or Substantial Distributors have ceased or substantially reduced their trade with any Group Company nor or have materially and adversely altered the terms of trade to any Group Company or, to Seller's Knowledge, given notice of any intention to do the same, and none of CMI, CEL or any of their Subsidiaries have (a) issued any Equity Interests; (b) declared or made any payment or distribution to stockholders in respect of the capital stock or membership interests of such stockholders (other than cash dividends or distributions) or repaid, purchased or redeemed any of its Subsidiaries hascapital stock (or agreed to do any of the same); (c) taking into account the proposed sale of the Group, directly sold, assigned, leased, mortgaged, pledged, subjected to any Lien or indirectly: otherwise conveyed or transferred (aor agreed to do any of the same) redeemedany asset, purchasedor cancelled any debt or claim owed to CMI, otherwise CEL or any of their Subsidiaries, in each case other than in the ordinary course of business; (d) taking into account the proposed sale of the Group, assumed, guaranteed or incurred, or agreed to assume, guarantee or incur, a liability, obligation or expense (actual or contingent) other than in the ordinary course of business; (e) acquired, or agreed to redeemacquire, purchase from an Affiliate an asset on other than on arm's-length terms; (f) made or incurred, or agreed to make or incur, capital expenditures, or a commitment or connected commitments involving capital expenditures, in relation to the Denver, Colorado Network Operating Center in excess of $1 million or otherwise acquire, in excess of $300,000; (g) waived any shares right of its capital stock, material value; (h) made any material change in officer or declared, set aside or paid any dividend or otherwise made a distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock (other than between the Company and a wholly-owned Subsidiary thereof); (b) authorized for issuance, issued, sold, delivered, granted or issued any options, warrants, calls, subscriptions or other rights for, or otherwise agreed or committed to issue, sell, deliver or grant any shares of any class of its capital stock or any securities convertible into or exchangeable or exercisable for shares of any class of its capital stock, other than pursuant to and in accordance with (i) the Company Stock Option Plans or the Stock Purchase Plans or (ii) as listed in Section 2.03 of the Disclosure Schedule; (c) director compensation except in the ordinary course of business and consistent with past practice, ; (i) created or incurred any Indebtednessentered into, (ii) assumed, guaranteedrenewed or modified in any material respect any employment, endorsed consulting, severance or otherwise as an accommodation become responsible for the obligations termination agreement with any officer or director of CMI, CEL or any of their Subsidiaries (other individual, firm or corporation, made any loans or advances to any other individual, firm or corporation, (iii) than agreements entered into any commitment or transaction material to the Company and its Subsidiaries, taken as a whole, (iv) incurred any material liabilities outside in the ordinary course of business consistent with past practice business) or (vj) subjected changed any asset to any Lien; (d) other than the Accounting Changeover, instituted any material change in its financial accounting methods, principles or practices by CMI or CEL, except insofar as may have been required by US GAAP; (e) revalued any of its respective assets in any material respect, including without limitation, writing down the value of inventory or writing off notes or accounts receivables, except for amounts previously reserved as reflected in the December 31, 2004 balance sheet; (f) suffered any damage, destruction or loss, whether covered by insurance or not, except for such as would not, individually or in the aggregate, have a Company Material Adverse Effect; (g) granted any increase in the base compensation of, or made any other material change in the employment terms for, any of its directors, officers and employees, except for increases or changes reflecting or based upon changed responsibilities or duties made in the ordinary course of business consistent with past practice and ordinary annual adjustments not to exceed 10% of the base compensation of such director, officer or employee prior to such adjustment; (h) adopted, modified or terminated any bonus, profit-sharing, incentive, severance or other plan or contract for the benefit of any of its directors, officers and employees other than changes which do not materially increase the aggregate cost of such plan or contract; (i) except for provision of services or sales in the ordinary course of business consistent with past practice, sold, leased, licensed, assigned, transferred, conveyed or otherwise disposed of any of its assets or property having a book or market value in excess of $50,000; (j) entered into any new line of business, or, except for transactions in the ordinary course of business consistent with past practices, incurred or committed to incur any capital expenditures, obligations or liabilities in connection therewith in excess of $50,000 in the aggregate; (k) acquired or agreed to acquire by merging or consolidating with, or agreed to acquire by purchasing a substantial portion of the assets of, or in any other manner, any business of any other Person; (l) made any cancellation or waiver of (i) any right material to the operation of the business of the Company or any of its Subsidiaries or (ii) any material debts or claims of the Company or a Subsidiary; (m) made any disposition (including any license) of, or abandoned or failed to maintain or enforce any material Intellectual Property Rights owned or used by the Company or any of its Subsidiaries; (n) except in the ordinary course of business consistent with past practices, entered into any agreement, arrangement or transaction with any Affiliate of the Company; or (o) agreed to (i) do any of the things described in the preceding clauses (a) through (n) or (ii) take, whether in writing or otherwise, any action which, if taken prior to the date of this Agreement, would have made any representation or warranty in this Article II untrue or incorrectGAAP.

Absence of Certain Changes or Events. Except as disclosed Since June 30, 2005, EFS has not engaged in Section 2.09 any of the Disclosure Schedule following acts: (i) entered into any transaction not in the ordinary course of business; (ii) sold, transferred, or disposed of, or subjected to any Lien, any Material assets or properties of EFS (including the factoring or selling of accounts receivable), except for the sale of services and assets in the ordinary course of business; (iii) Materially deviated from historical accounting and other practices in connection with the maintenance of their books and records, except as expressly may be required by Law or GAAP; (iv) incurred any physical damage, casualty, destruction or loss to property or assets of EFS, whether or not covered by insurance; (v) declared, set aside, or paid any dividend or other distribution on or with respect to the shares of capital stock of EFS except as contemplated by this Agreement, since December 31, 2004, neither the Company nor any of its Subsidiaries has, or directly or indirectly: (a) indirectly redeemed, purchased, otherwise acquiredor acquired any of such shares or split, combined, or agreed reclassified shares of capital stock; (vi) increased, paid, or delayed payment of any payroll or payroll tax payment with respect to redeemthe compensation (including benefits) payable or to become payable by EFS to any of its directors, purchase officers, employees or agents, or the making of any bonus payment or similar arrangement to or with any of them; (vii) cancelled any indebtedness due to EFS from others except for the write-off of accounts receivable in the ordinary course of business; (viii) created or incurred any Material obligation or liability (whether absolute, accrued, contingent or otherwise acquire, any shares of its capital stockand whether due or to become due), or declaredentered into any transaction, set aside contract or paid any dividend or otherwise made a distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock (other than between the Company and a wholly-owned Subsidiary thereof); (b) authorized for issuance, issued, sold, delivered, granted or issued any options, warrants, calls, subscriptions or other rights for, or otherwise agreed or committed to issue, sell, deliver or grant any shares of any class of its capital stock or any securities convertible into or exchangeable or exercisable for shares of any class of its capital stockcommitment, other than pursuant such items created or incurred in the ordinary course of business; (ix) changed the manner in which EFS collects accounts receivable, extends discounts or credits to and in accordance customers or otherwise deal with customers; (ix) the Company Stock Option Plans waived or the Stock Purchase Plans or (ii) as listed in Section 2.03 released any Material rights of the Disclosure Schedule; (c) EFS, except in the ordinary course of business and for fair value, or let lapse or incurred any other loss of a Material right of EFS to use its assets or conduct its businesses; (xi) committed for or deferred any capital expenditures of EFS in excess of amounts budgeted; (xii) changed any accounting policies, except as may be required by Law or GAAP; (xiii) changed EFS’ policies with respect to the payment of accounts payable or other current liabilities or the collection of accounts receivable, including, without limitation, any acceleration or deferral of the payment or collection thereof, as applicable (including, without limitation, any payment advances); (xiv) changed the payment terms (including, without limitation, any advances) between EFS and any of its Material vendors; (xv) changed any development or permitting plans of EFS or deferred any costs or expenditures with respect to such plans; (xvi) granted price discounts on services or products outside the ordinary course of business and consistent with past practice, ; or (i) created or incurred any Indebtedness, (ii) assumed, guaranteed, endorsed or otherwise as an accommodation become responsible for the obligations of any other individual, firm or corporation, made any loans or advances to any other individual, firm or corporation, (iiixvii) entered into any commitment or transaction material agreement to the Company and its Subsidiaries, taken as a whole, (iv) incurred any material liabilities outside the ordinary course of business consistent with past practice or (v) subjected any asset to any Lien; (d) other than the Accounting Changeover, instituted any material change in its accounting methods, principles or practices except as required by US GAAP; (e) revalued any of its respective assets in any material respect, including without limitation, writing down the value of inventory or writing off notes or accounts receivables, except for amounts previously reserved as reflected in the December 31, 2004 balance sheet; (f) suffered any damage, destruction or loss, whether covered by insurance or not, except for such as would not, individually or in the aggregate, have a Company Material Adverse Effect; (g) granted any increase in the base compensation of, or made any other material change in the employment terms for, any of its directors, officers and employees, except for increases or changes reflecting or based upon changed responsibilities or duties made in the ordinary course of business consistent with past practice and ordinary annual adjustments not to exceed 10% of the base compensation of such director, officer or employee prior to such adjustment; (h) adopted, modified or terminated any bonus, profit-sharing, incentive, severance or other plan or contract for the benefit of any of its directors, officers and employees other than changes which do not materially increase the aggregate cost of such plan or contract; (i) except for provision of services or sales in the ordinary course of business consistent with past practice, sold, leased, licensed, assigned, transferred, conveyed or otherwise disposed of any of its assets or property having a book or market value in excess of $50,000; (j) entered into any new line of business, or, except for transactions in the ordinary course of business consistent with past practices, incurred or committed to incur any capital expenditures, obligations or liabilities in connection therewith in excess of $50,000 in the aggregate; (k) acquired or agreed to acquire by merging or consolidating with, or agreed to acquire by purchasing a substantial portion of the assets of, or in any other manner, any business of any other Person; (l) made any cancellation or waiver of (i) any right material to the operation of the business of the Company or any of its Subsidiaries or (ii) any material debts or claims of the Company or a Subsidiary; (m) made any disposition (including any license) of, or abandoned or failed to maintain or enforce any material Intellectual Property Rights owned or used by the Company or any of its Subsidiaries; (n) except in the ordinary course of business consistent with past practices, entered into any agreement, arrangement or transaction with any Affiliate of the Company; or (o) agreed to (i) do any of the things described in the preceding clauses (a) through (n) or (ii) take, whether in writing or otherwise, any action which, if taken prior to the date of this Agreement, would have made any representation or warranty in this Article II untrue or incorrectforegoing.

Absence of Certain Changes or Events. Except (i) as disclosed in Section 2.09 of the Disclosure Schedule or as expressly contemplated by this Agreement; or (ii) as disclosed in Schedule 5.11, since December 31, 2004the date of the CGC Financial Statements and the Cierra Financial Statements, neither the Company CGC nor any of its Subsidiaries Cierra has, directly or indirectly: (a) redeemedsuffered any change in its business, purchasedoperations, otherwise acquiredproperties, condition (financial or otherwise), or agreed Prospects which has had, or to redeemKnowledge of Stockholders, purchase could reasonably be expected to have, individually or otherwise acquirein the aggregate, a material adverse effect on the business, properties, assets or operations of CGC or Cierra taken as a whole; (b) suffered any shares damage, destruction or loss (whether or not covered by insurance) with respect to any of its capital stockproperties or assets which has had, or to the Knowledge of Stockholders, could reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, properties, assets or operations of CGC or Cierra taken as a whole; (c) except in the Ordinary Course of Business, incurred any liability or obligation (absolute, accrued, contingent or otherwise), in an amount in excess of $10,000; (d) changed any of its accounting methods, principles or practices; (e) revalued any asset, other than due to depreciation or amortization; (f) paid, discharged or satisfied any claim, liability or obligation not reflected in the CGC or Cierra Financial Statements in an amount in excess of $10,000; (g) except in the Ordinary Course of Business, entered into any commitment or transaction material to CGC taken as a whole in an amount in excess of $10,000; (h) declared, set aside or paid any dividend or otherwise made a distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock (other than between the Company and a wholly-owned Subsidiary thereof); (b) authorized for issuance, issued, sold, delivered, granted or issued any options, warrants, calls, subscriptions or other rights for, or otherwise agreed or committed to issue, sell, deliver or grant any shares of any class of its capital stock or any securities convertible into or exchangeable or exercisable for shares of any class of its capital stock, other than pursuant to and in accordance with (i) the Company Stock Option Plans or the Stock Purchase Plans or (ii) as listed in Section 2.03 of the Disclosure Schedule; (c) except in the ordinary course of business consistent with past practiceredeemed, (i) created or incurred any Indebtedness, (ii) assumed, guaranteed, endorsed purchased or otherwise as an accommodation become responsible for the obligations of any other individual, firm or corporation, made any loans or advances to any other individual, firm or corporation, (iii) entered into any commitment or transaction material to the Company and its Subsidiaries, taken as a whole, (iv) incurred any material liabilities outside the ordinary course of business consistent with past practice or (v) subjected any asset to any Lien; (d) other than the Accounting Changeover, instituted any material change in its accounting methods, principles or practices except as required by US GAAP; (e) revalued acquired any of these securities or modified its respective assets in any material respect, including without limitation, writing down the value of inventory or writing off notes or accounts receivables, except for amounts previously reserved as reflected in the December 31, 2004 balance sheet; (f) suffered any damage, destruction or loss, whether covered by insurance or not, except for such as would not, individually or in the aggregate, have a Company Material Adverse Effect; (g) granted any increase in the base compensation of, or made any other material change in the employment terms for, any of its directors, officers and employees, except for increases or changes reflecting or based upon changed responsibilities or duties made in the ordinary course of business consistent with past practice and ordinary annual adjustments not to exceed 10% of the base compensation of such director, officer or employee prior to such adjustment; (h) adopted, modified or terminated any bonus, profit-sharing, incentive, severance or other plan or contract for the benefit of any of its directors, officers and employees other than changes which do not materially increase the aggregate cost of such plan or contractcapitalization; (i) except for provision increased or established any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of services stock options, stock appreciation rights, performance awards, or sales in the ordinary course of business consistent with past practicerestricted stock awards), soldstock purchase or other employee benefit plan, leased, licensed, assigned, transferred, conveyed or otherwise disposed changed the compensation payable or to become payable to any officer or key employees of any of its assets or property having a book or market value in excess of $50,000CGC; (j) entered into any new line of business, or, except for transactions in the ordinary course Ordinary Course of business consistent with past practicesBusiness, incurred canceled or committed to incur written off any capital expenditures, obligations debts or liabilities waived any claims in connection therewith an amount in excess of $50,000 10,000; (k) except in the Ordinary Course of Business, transferred any assets in an amount in excess of $15,000 or made capital expenditures and commitments in an amount in excess of $25,000 in the aggregate; (kl) acquired paid or agreed to acquire by merging loaned (other than payment of salaries or consolidating benefits or reimbursement of expenses) any amount to, or sold, transferred or leased any properties or assets to, or entered into any contract with, or agreed to acquire by purchasing a substantial portion of the assets of, or in any other manner, any business of any other Person; (l) made any cancellation or waiver of (i) any right material to the operation of the business of the Company or any of its Subsidiaries officers or (ii) directors, or any material debts Affiliate or claims Associate of the Company any of its officers or a Subsidiarydirectors; (m) made increased its reserves for bad debts, guaranteed any disposition (including any license) ofobligation, except in the Ordinary Course of Business, or abandoned or failed to maintain or enforce indemnified any material Intellectual Property Rights owned or used by the Company or any of its Subsidiaries;Person; or (n) except agreed (whether or not in the ordinary course of business consistent with past practices, entered into any agreement, arrangement or transaction with any Affiliate of the Company; or (owriting) agreed to (i) do any of the things described in the preceding clauses (a) through (n) or (ii) take, whether in writing or otherwise, any action which, if taken prior to the date of this Agreement, would have made any representation or warranty in this Article II untrue or incorrectforegoing.

Absence of Certain Changes or Events. Except as disclosed set forth in Section 2.09 3.15 of the Blass Disclosure Schedule or as expressly contemplated by this Agreementthe Transaction Documents, since December 31, 2004, neither 2005 none of the Company nor any of its Subsidiaries Companies has, directly or indirectly: (a) redeemedmade an amendment to its certificate of incorporation, purchasedmembership agreement, otherwise acquiredoperating agreement, association agreement, bylaws or agreed to redeem, purchase other governing documents; (b) issued or otherwise acquire, sold any shares of or interests in, or rights of any kind to acquire any shares of or interests in, or received any payment based on the value of, its capital stock (or other equity securities) or any securities convertible or exchangeable into shares of its capital stock (or other equity securities) (including any stock options, phantom stock or stock appreciation rights) (c) adjusted, split, combined or reclassified its capital stock, or declared, set aside paid or paid made any dividend or made any other distribution on, or directly or indirectly redeemed, purchased, retired or otherwise made a distribution (whether in cashacquired, stock or property or any combination thereof) in respect shares of its capital stock (other than between the Company and a wholly-owned Subsidiary thereof); (b) authorized for issuance, issued, sold, delivered, granted or issued any options, warrants, calls, subscriptions or other rights for, or otherwise agreed or committed to issue, sell, deliver or grant any shares of any class of its capital stock equity securities) or any securities or obligations convertible into or exchangeable or exercisable for any shares of any class of its capital stock; (d) been requested to transfer any, and has not permitted the registration of a transfer of any, shares of capital stock (or other than pursuant equity securities) or any stock options; (e) has merged or consolidated with any other Person, acquired any capital stock or other securities of any other Person, or acquired all or a significant portion of the assets of any Person; (f) incurred any material obligation or liability, fixed or contingent, or engaged in any transactions, except in the ordinary course of business; (g) suffered any material adverse change in the financial condition, results of operations, properties or business of the Companies; (h) suffered the occurrence of any events which, individually or in the aggregate, has had or reasonably would be expected to and in accordance with have a Company Material Adverse Effect; (i) the Company Stock Option Plans created or the Stock Purchase Plans or (ii) as listed in Section 2.03 of the Disclosure Schedule; (c) assumed any Liens, except for Permitted Liens, and other than in the ordinary course of business consistent with past practicepractices; (j) sold, transferred, leased, licensed, terminated or otherwise disposed of any of its assets or properties, including any Company Intellectual Property except for the sale of obsolete or worn out equipment and the collection of accounts receivables and sale of Inventory in the ordinary course of business consistent with past practices; (k) entered into any agreement, commitment or understanding outside the ordinary course of business or providing for total payments by the Companies in excess of $100,000 with any Person, in either case relating to the Companies; (l) materially changed any method of accounting or accounting principles or practice relating to the Companies, except for any such change required by reason of a change in GAAP; (i) created granted the right to receive any severance, retention or incurred termination pay to any Indebtednesscurrent or former manager or employee of the Companies, (ii) assumedentered into any employment, guaranteed, endorsed deferred compensation or otherwise as an accommodation become responsible for the obligations of other similar agreement (or any other individual, firm or corporation, made any loans or advances amendment to any other individual, firm such existing agreement) with any current or corporationformer manager or employee of the Companies, (iii) entered into increased or accelerated the vesting or benefits payable under any commitment existing severance or transaction material to termination pay policies or employment agreements with any current or former manager or employee of the Company and its Subsidiaries, taken as a wholeCompanies, (iv) incurred any material liabilities outside increased or accelerated the vesting or payment of compensation, bonus or other benefits payable to current or former managers or employees of the Companies other than, in the case of clause (iv) only, normal increases in compensation, bonus or other benefits payable to employees of the Companies in the ordinary course of business consistent with past practice or (v) subjected amended or adopted any asset to any LienCompany Benefit Plan; (dn) other than made material changes in the Accounting Changeoverbusiness policies (including advertising, instituted any material change in its accounting methodsbudgeting, principles marketing, personnel, pricing, purchasing, or practices except as required by US GAAPsales) or organization of the Companies; (eo) revalued suffered any labor dispute, other than routine individual grievances, or any activity or Proceeding by a labor union or representative thereof to organize any employees of its respective assets in the Companies, or any material respectlockouts, including without limitationstrikes, writing down the value of inventory slowdowns, work stoppages or writing off notes threats thereof by or accounts receivables, except for amounts previously reserved as reflected in the December 31, 2004 balance sheetwith respect to such employees; (fp) suffered any damageloss or termination of, destruction or lossany material adverse change in relations with, whether covered by insurance or not, except for such as would not, individually or any licensee listed in Section 3.11 of the aggregate, have a Company Material Adverse EffectBlass Disclosure Schedule; (gq) failed to pay trade payables or collect accounts receivables in a normal and customary manner consistent with past practice; (r) transferred or granted to any increase in Person rights under any Company Contract or relating to the base compensation ofCompanies’ Intellectual Property, or made any other material change in than as a consequence of the employment terms for, any conduct of its directors, officers and employees, except for increases or changes reflecting or based upon changed responsibilities or duties made business in the ordinary course of business consistent with past practice and ordinary annual adjustments not to exceed 10% of the base compensation of such director, officer or employee prior to such adjustment; (h) adopted, modified or terminated any bonus, profit-sharing, incentive, severance or other plan or contract for the benefit of any of its directors, officers and employees other than changes which do not materially increase the aggregate cost of such plan or contract; (i) except for provision of services or sales in the ordinary course of business consistent with past practice, sold, leased, licensed, assigned, transferred, conveyed or otherwise disposed of any of its assets or property having a book or market value in excess of $50,000; (j) entered into any new line of business, or, except for transactions in the ordinary course of business consistent with past practices, incurred or committed to incur any capital expenditures, obligations or liabilities in connection therewith in excess of $50,000 in the aggregate; (k) acquired or agreed to acquire by merging or consolidating with, or agreed to acquire by purchasing a substantial portion of the assets of, or in any other manner, any business of any other Person; (l) made any cancellation or waiver of (i) any right material to the operation of the business of the Company or any of its Subsidiaries or (ii) any material debts or claims of the Company or a Subsidiary; (m) made any disposition (including any license) of, or abandoned or failed to maintain or enforce any material Intellectual Property Rights owned or used by the Company or any of its Subsidiaries; (n) except in the ordinary course of business consistent with past practices, entered into any agreement, arrangement or transaction with any Affiliate of the Company; or (os) agreed to (i) do any of the things described in the preceding clauses (a) through (n) or (ii) take, whether in writing or otherwise, any action which, if taken prior to the date of this Agreement, would have made any representation or warranty in this Article II untrue or incorrectforegoing.

Absence of Certain Changes or Events. Except as disclosed Other than in Section 2.09 contemplation of the Disclosure Schedule or as expressly contemplated by this AgreementAmalgamation, since December 31the date of the Aylen Financial Statements, 2004, neither the Company nor any of its Subsidiaries has, directly or indirectlyAylen has not: (a) redeemed, purchased, otherwise acquired, or agreed to redeem, purchase or otherwise acquire, any shares of its capital stock, or declared, set aside or paid any dividend or otherwise made a distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock (other than between the Company and a wholly-owned Subsidiary thereof); (b) authorized for issuance, issued, sold, delivered, granted or issued any options, warrants, calls, subscriptions or other rights for, or otherwise agreed or committed to issue, sell, deliver or grant any shares of any class of its capital stock or any securities convertible into or exchangeable or exercisable for shares of any class of its capital stock, other than pursuant to and in accordance with (i) the Company Stock Option Plans incurred any obligation or the Stock Purchase Plans liability, fixed or (ii) as listed in Section 2.03 of the Disclosure Schedule; (c) contingent, except normal trade or business obligations incurred in the ordinary course none of business consistent with past practice, (i) created or incurred any Indebtedness, which is materially adverse to Aylen; (ii) assumedpaid or satisfied any obligation or liability, guaranteedfixed or contingent, endorsed except: (A) current liabilities included in the Aylen Financial Statements; (B) current liabilities incurred since the date of the Aylen Financial Statements in the ordinary course, and (C) re-scheduled payments pursuant to obligations under loan agreements or otherwise as an accommodation become responsible for other contracts or commitments described in the obligations of any other individual, firm or corporation, made any loans or advances to any other individual, firm or corporation, Aylen Financial Statements; (iii) entered into created any commitment or transaction material to Encumbrance upon any of the Company and its Subsidiaries, taken as a whole, (iv) incurred any material liabilities outside the ordinary course of business consistent with past practice or (v) subjected any asset to any LienAylen Assets; (div) other than the Accounting Changeover, instituted any material change in its accounting methods, principles or practices except as required by US GAAP; (e) revalued any of its respective assets in any material respect, including without limitation, writing down the value of inventory or writing off notes or accounts receivables, except for amounts previously reserved as reflected in the December 31, 2004 balance sheet; (f) suffered any damage, destruction or loss, whether covered by insurance or not, except for such as would not, individually or in the aggregate, have a Company Material Adverse Effect; (g) granted any increase in the base compensation of, or made any other material change in the employment terms for, any of its directors, officers and employees, except for increases or changes reflecting or based upon changed responsibilities or duties made in the ordinary course of business consistent with past practice and ordinary annual adjustments not to exceed 10% of the base compensation of such directorGrapevine business which were transferred to Grapevine on July 1, officer or employee prior to such adjustment; (h) adopted, modified or terminated any bonus, profit-sharing, incentive, severance or other plan or contract for the benefit of any of its directors, officers and employees other than changes which do not materially increase the aggregate cost of such plan or contract; (i) except for provision of services or sales in the ordinary course of business consistent with past practice2020, sold, leased, licensed, assigned, transferred, conveyed leased or otherwise disposed of any of its assets or property having a book or market value the Aylen Assets except in excess of $50,000the ordinary course; (jv) purchased, leased or otherwise acquired any properties or assets; (vi) waived, cancelled or written-off any material rights, claims, accounts receivable or any amounts payable to Aylen; (vii) entered into any new line of businesstransaction, orcontract, except for transactions in the ordinary course of business consistent with past practicesagreement or commitment, incurred or committed to incur any capital expenditures, obligations or liabilities in connection therewith in excess of $50,000 in the aggregate; (k) acquired or agreed to acquire by merging or consolidating with, or agreed to acquire by purchasing a substantial portion of the assets of, or in any other manner, any business of any other Person; (l) made any cancellation or waiver of (i) any right material to the operation of the business of the Company or any of its Subsidiaries or (ii) any material debts or claims of the Company or a Subsidiary; (m) made any disposition (including any license) of, or abandoned or failed to maintain or enforce any material Intellectual Property Rights owned or used by the Company or any of its Subsidiaries; (n) except in the ordinary course course, except for the creation of business consistent with past practicesNewco as a wholly owned subsidiary; (viii) suffered any extraordinary loss relating to the Aylen Assets; (ix) made or incurred any material change in, entered into or become aware of any agreementevent or condition which is likely to result in a material change in the condition of Aylen, arrangement or transaction with any Affiliate of the Company; or (ox) authorized, agreed or otherwise become committed to (i) do any of the things described in the preceding clauses (a) through (n) or (ii) take, whether in writing or otherwise, any action which, if taken prior to the date of this Agreement, would have made any representation or warranty in this Article II untrue or incorrectforegoing.

Absence of Certain Changes or Events. Except as disclosed in Section 2.09 otherwise set forth on the Schedule 5.16, since the date of the Disclosure Schedule or as expressly contemplated by this Agreement, since December 31, 2004, neither the Company nor any of its Subsidiaries has, directly or indirectlyBalance Sheet: (a) redeemedThere has been no event, purchased, otherwise acquiredoccurrence, or agreed to redeem, purchase or otherwise acquire, any shares of its capital stockfact, or any series of events, occurrences, or facts that could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) RF has not amended or changed its Charter Documents; (c) RF has not declared, set aside or paid any dividend or otherwise made a other distribution (whether in cash, stock or property property) with respect to any Equity Securities or any combination thereof) in respect of its capital stock (other than between the Company and a wholly-owned Subsidiary thereof)security; (bd) RF has not split, combined or reclassified any Equity Securities or other security, or issued, or authorized for issuance, issued, sold, delivered, granted or issued any options, warrants, calls, subscriptions Equity Securities or other rights for, or otherwise agreed or committed to issue, sell, deliver or grant security; (e) RF has not altered any shares term of any class of its capital stock outstanding Equity Securities or any securities convertible into or exchangeable or exercisable for shares of any class of its capital stock, other than pursuant to and in accordance with security; (f) RF has not (i) increased or modified the Company Stock Option Plans compensation, including salary, bonuses, royalty, commissions or the Stock Purchase Plans deferred compensation or benefits payable or to become payable by RF to any of its current or former directors, managers, employees, contractors or consultants; (ii) as listed in Section 2.03 increased or modified any Benefit Plan, payment or arrangement made to, for or with any current or former directors, managers, employees, contractors or consultants of the Disclosure ScheduleRF; (iii) entered into any employment, severance or termination agreement; or (iv) entered into any agreement or arrangement with any of its current or former directors, managers, employees, contractors or consultants providing any form of signing or stay on bonus or compensation; (cg) Other than the sale of inventory in the ordinary course of business, RF has not sold, leased, transferred or assigned any of its Assets, except for the Excluded Assets; (h) RF has not incurred, assumed or guaranteed any material Indebtedness; (i) RF has not created or assumed any Lien on any Asset, except for Permitted Liens; (j) RF has not made any material loan, advance or capital contribution to, or investment in, any Person; (k) RF has not entered into any Contract other than in the ordinary course of business; (l) Other than in the ordinary course of business consistent with past practice, (i) created no material Contract has been terminated or incurred any Indebtedness, cancelled; (ii) assumed, guaranteed, endorsed no rights under any material Contract have been waived or otherwise as an accommodation become responsible for the obligations of any other individual, firm or corporation, made any loans or advances to any other individual, firm or corporation, accelerated; and (iii) no material Contract that would be required to be listed as a Contract pursuant to Section 5.17 if such Contract were in effect on the Closing Date, has been terminated or cancelled; (m) RF has not sold, transferred, pledged or assigned, and there has been no reduction in the value of, any of its Intellectual Property, except for the Excluded Assets; (n) There has not been any labor dispute or any activity or proceeding by a labor union or representative thereof to organize any employees of RF; (o) There has not been any violation of or conflict with any Law to which the Business or Assets of RF are subject; (p) Neither RF nor either of the Representing Parties has agreed or entered into any commitment arrangement to take any action which will result in any representation or transaction material to warranty set forth in this Article V being untrue or incorrect on the Company and its Subsidiaries, taken as a whole, (iv) incurred any material liabilities outside the ordinary course of business consistent with past practice or (v) subjected any asset to any LienClosing Date; (dq) other than the Accounting Changeover, instituted any material change in its accounting methods, principles or practices except as required by US GAAP; (e) revalued any of its respective assets in any material respect, including without limitation, writing down the value of inventory or writing off notes or accounts receivables, except for amounts previously reserved as reflected in the December 31, 2004 balance sheet; (f) suffered There has not been any damage, destruction or lossloss with respect to the Assets of RF, whether or not covered by insurance or not, except for such as would not, individually or in the aggregate, have a Company Material Adverse Effectinsurance; (gr) granted any increase in Neither RF nor either of the base compensation of, or Representing Parties has made any other material change in the employment terms for, any of its directors, officers and employees, except for increases accounting policies or changes reflecting or based upon changed responsibilities or duties made in the ordinary course of business consistent with past practice and ordinary annual adjustments not to exceed 10% of the base compensation of such director, officer or employee prior to such adjustmentpractices; (hs) adopted, modified Neither the Representing Parties nor any officers or terminated any bonus, profit-sharing, incentive, severance employees material to the ongoing operation of RF has left or other plan given notice he or contract for the benefit of any of its directors, officers and employees other than changes which do not materially increase the aggregate cost of such plan or contractshe intends to leave RF; (it) except Neither RF nor either of the Representing Parties has made any Tax election, changed its method of Tax accounting or settled any claim for provision of services or sales in the ordinary course of business consistent with past practice, sold, leased, licensed, assigned, transferred, conveyed or otherwise disposed of any of its assets or property having a book or market value in excess of $50,000Taxes; (ju) entered into Neither RF nor either of the Representing Parties has settled any new line of business, or, except for transactions in the ordinary course of business consistent with past practices, incurred or committed to incur any capital expenditures, obligations or liabilities in connection therewith in excess of $50,000 in the aggregate;material Action; and (kv) acquired or agreed to acquire by merging or consolidating with, or agreed to acquire by purchasing a substantial portion of Neither RF nor the assets of, or in any other manner, any business of any other Person; (l) made any cancellation or waiver of (i) any right material to the operation of the business of the Company or any of its Subsidiaries or (ii) any material debts or claims of the Company or a Subsidiary; (m) made any disposition (including any license) of, or abandoned or failed to maintain or enforce any material Intellectual Property Rights owned or used by the Company or any of its Subsidiaries; (n) except in the ordinary course of business consistent with past practices, entered into any agreement, arrangement or transaction with any Affiliate of the Company; or (o) agreed to (i) do any of the things described in the preceding clauses (a) through (n) or (ii) takeRepresenting Parties has agreed, whether in writing or otherwise, to do any action which, if taken prior to of the date of this Agreement, would have made any representation or warranty in this Article II untrue or incorrectforegoing.

Absence of Certain Changes or Events. (a) Except as disclosed in Section 2.09 2.8 of the Company Disclosure Schedule or as expressly contemplated by this Agreement------------------ Schedule, since during the period from December 311, 20042001 to the date hereof, neither the -------- Company nor any of its Subsidiaries has, directly or indirectlyhas not: (ai) redeemedauthorized for issuance or issued, purchasedsold, otherwise acquiredredeemed or repurchased any Company Capital Stock, bonds or other corporate securities or any rights, options or warrants with respect thereto (except pursuant to the conversion or exercise of convertible securities, options or warrants outstanding on the date hereof), or agreed to redeemamended any of the terms (including without limitation the vesting of) any such convertible securities, purchase options or otherwise acquirewarrants; (ii) split, combined or reclassified any shares of its capital stock, or declared, set aside or paid any dividend or otherwise made a other distribution (with respect to any shares of capital stock of the Company, whether in cash, stock or property property, or any combination thereof; (iii) made any loan, advance or capital contribution to or investment in respect any person; (iv) borrowed any amount or incurred or become subject to any liabilities (absolute or contingent) except current liabilities incurred in the Ordinary Course of Business, none of which are individually or in the aggregate material; (v) discharged or satisfied any claim or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the Ordinary Course of Business; (vi) amended its Certificate of Incorporation or By-laws; (vii) instituted, settled or agreed to settle any Litigation; (viii) mortgaged or pledged any of its capital stock assets, tangible or intangible, or subjected itself or any portion of its assets, tangible or intangible, to any claim, except claims for current property taxes not yet due and payable; (ix) acquired or sold, assigned, transferred or otherwise disposed of any amount of tangible assets or canceled any debts or claims, other than in the Ordinary Course of Business; (x) sold, assigned, licensed, sublicensed or transferred any intangible asset or Intellectual Property right (other than between in the Ordinary Course of Business, as disclosed in Section 2.8(x) of the Company ------- Disclosure Schedule), or disclosed any proprietary or confidential ------------------- information to any person or entity not associated with the Company, unless such person or entity, prior to such disclosure executed and delivered a whollynon-owned Subsidiary thereofdisclosure agreement in favor of the Company; (xi) waived any right of value in excess of $25,000, or aggregate rights in excess of $50,000 (including under any insurance policy naming it as a beneficiary or a loss payable payee); (bxii) authorized for issuancesuffered any labor trouble, issued, sold, delivered, granted which has or issued any options, warrants, calls, subscriptions or other rights for, or otherwise agreed or committed could reasonably be expected to issue, sell, deliver or grant any shares of any class of its capital stock or any securities convertible into or exchangeable or exercisable for shares of any class of its capital stock, other than pursuant to and in accordance with (i) the Company Stock Option Plans or the Stock Purchase Plans or (ii) as listed in Section 2.03 of the Disclosure Schedulehave a Material Adverse Effect; (cxiii) made any single capital expenditure or commitment therefor in excess of $25,000, or aggregate capital expenditures or commitments therefor in excess of $50,000, except as otherwise provided in the ordinary course Company's business plan, a copy of business consistent with past practicewhich is attached hereto as Exhibit G --------- (the "Company Business Plan"); (xiv) done any of the following: (A) entered into, adopted or amended any employee benefit plan, (iB) created made any grant of any severance or incurred termination pay to any Indebtednessdirector, officer, employee or individual providing services to the Company, (ii) assumed, guaranteed, endorsed or otherwise as an accommodation become responsible for the obligations of any other individual, firm or corporation, made any loans or advances to any other individual, firm or corporation, (iiiC) entered into any commitment employment, deferred compensation, change in control or transaction material other similar agreement (or any amendment to any such existing agreement) with any director, officer, employee or individual providing services to the Company and its Subsidiaries, taken as a wholeCompany, (ivD) incurred increased benefits payable under any material liabilities outside the ordinary course of business consistent with past practice existing severance or termination pay policies or employment agreements, or (vE) subjected any asset increased compensation, bonus or other benefits payable to any Liendirectors, officers, employees or individuals providing services to the Company, other than, in the case of clause (B), with respect to non-executive employees, and in the case of clause (E), in the Ordinary Course of Business; (dxv) other than entered into any joint venture, partnership or similar arrangement; (xvi) amended, modified or terminated any Contract, understanding, commitment or agreement referred to in or required to be set forth in Section 2.6 of the Accounting ChangeoverCompany Disclosure Schedule, instituted except for any material change such item --------------------------- that terminated in accordance with its terms, or taken any action that would constitute a breach under any Material Contract that could reasonably be expected to have a Material Adverse Effect; (xvii) changed its accounting methods, principles or practices except as required by US GAAP; (e) practices, or revalued any of its respective assets in any material respect, (including without limitation, limitation the writing down of the value of inventory or the writing off of notes or accounts receivables, except for amounts previously reserved as reflected receivable other than in the December 31, 2004 balance sheetOrdinary Course of Business); (fxviii) suffered taken, or failed to take, any damageaction which could reasonably be expected to prevent, destruction hinder or lossmaterially delay the ability of the Company to consummate the transactions contemplated by this Agreement or the Related Agreements to which it is a party, whether covered by insurance or not, except for such as that would not, individually or materially impair the Company's ability to conduct its affairs in the aggregate, have a Company Material Adverse EffectOrdinary Course of Business; (g) granted any increase in the base compensation of, or made any other material change in the employment terms for, any of its directors, officers and employees, except for increases or changes reflecting or based upon changed responsibilities or duties made in the ordinary course of business consistent with past practice and ordinary annual adjustments not to exceed 10% of the base compensation of such director, officer or employee prior to such adjustment; (h) adopted, modified or terminated any bonus, profit-sharing, incentive, severance or other plan or contract for the benefit of any of its directors, officers and employees other than changes which do not materially increase the aggregate cost of such plan or contract; (i) except for provision of services or sales in the ordinary course of business consistent with past practice, sold, leased, licensed, assigned, transferred, conveyed or otherwise disposed of any of its assets or property having a book or market value in excess of $50,000; (jxix) entered into any new line of business, or, except for transactions other transaction other than in the ordinary course Ordinary Course of business consistent with past practicesBusiness or entered into any other material transaction, incurred whether or committed to incur any capital expenditures, obligations or liabilities in connection therewith in excess of $50,000 not in the aggregateOrdinary Course of Business; (kxx) acquired suffered a loss or agreed to acquire damage not covered by merging or consolidating with, or agreed to acquire by purchasing a substantial portion of the assets of, or in any other manner, any business of any other Person; (l) made any cancellation or waiver of (i) any right material to the operation of the business of the Company or any of its Subsidiaries or (ii) any material debts or claims of the Company or a Subsidiary; (m) made any disposition (including any license) of, or abandoned or failed to maintain or enforce any material Intellectual Property Rights owned or used by the Company or any of its Subsidiaries; (n) except in the ordinary course of business consistent with past practices, entered into any agreement, arrangement or transaction with any Affiliate of the Companyinsurance; or (oxxi) agreed in writing or otherwise to (i) do take any of the things described in the preceding clauses (a) through (n) or (ii) take, whether in writing or otherwise, any action which, if taken prior to the date of this Agreement, would have made any representation or warranty in this Article II untrue or incorrectforegoing actions.

Absence of Certain Changes or Events. Except as disclosed in Section 2.09 of the Disclosure Schedule or as expressly contemplated by this Agreement, since (a) Since December 31, 20042014 (the “Applicable Date”), neither the Company nor any of its Subsidiaries has, directly or indirectlythere has not been: (ai) redeemedany event, purchasedcircumstance or change that had or might have a material adverse effect on the business, otherwise acquiredoperations, prospects, Properties, financial condition or agreed to redeemworking capital of MSC or is Subsidiaries; (ii) any damage, purchase destruction or otherwise acquire, any shares of its capital stock, or declared, set aside or paid any dividend or otherwise made a distribution loss (whether or not covered by insurance) that had or might have a material adverse effect on the business, operations, prospects, Properties or financial condition of MSC or is Subsidiaries; or (iii) any material adverse change in cashMSC’s or its Subsidiaries’ sales patterns, stock pricing policies, accounts receivable or property or any combination thereof) in respect of its capital stock (other than between the Company and a wholly-owned Subsidiary thereof);accounts payable. (b) authorized for issuanceSince the Applicable Date, issued, sold, delivered, granted or issued any options, warrants, calls, subscriptions or other rights for, or otherwise agreed or committed to issue, sell, deliver or grant any shares of any class of MSC and its capital stock or any securities convertible into or exchangeable or exercisable for shares of any class of its capital stock, other than pursuant to and in accordance with Subsidiaries have not: (i) merged into or with or consolidated with, any other corporation or acquired the Company Stock Option Plans business or the Stock Purchase Plans or assets of any Person; (ii) as listed in Section 2.03 purchased any securities of the Disclosure Scheduleany Person; (ciii) created, incurred, assumed, guaranteed or otherwise become liable or obligated with respect to any Liabilities, or made any loan or advance to, or any investment in, any person, except in each case in the ordinary course of business consistent with past practice, (i) created or incurred any Indebtedness, (ii) assumed, guaranteed, endorsed or otherwise as an accommodation become responsible for the obligations of any other individual, firm or corporation, made any loans or advances to any other individual, firm or corporation, (iii) entered into any commitment or transaction material to the Company and its Subsidiaries, taken as a whole, business; (iv) incurred made any material liabilities outside the ordinary course of business consistent with past practice or (v) subjected any asset to any Lien; (d) other than the Accounting Changeover, instituted any material change in its accounting methods, principles or practices except as required by US GAAP; (e) revalued any of its respective assets in any material respect, including without limitation, writing down the value of inventory or writing off notes or accounts receivables, except for amounts previously reserved as reflected in the December 31, 2004 balance sheet; (f) suffered any damage, destruction or loss, whether covered by insurance or not, except for such as would not, individually or in the aggregate, have a Company Material Adverse Effect; (g) granted any increase in the base compensation ofexisting election, or made any other material change new election, with respect to any tax law in any jurisdiction which election could have an effect on the employment terms for, any tax treatment of MSC or its directors, officers and employees, except for increases or changes reflecting or based upon changed responsibilities or duties made in the ordinary course of Subsidiaries’ business consistent with past practice and ordinary annual adjustments not to exceed 10% of the base compensation of such director, officer or employee prior to such adjustmentoperations; (hv) adoptedentered into, modified amended or terminated any bonus, profit-sharing, incentive, severance or other plan or contract for the benefit of any of its directors, officers and employees other than changes which do not materially increase the aggregate cost of such plan or contracta Contract; (ivi) except for provision of services or sales in the ordinary course of business consistent with past practicesold, soldtransferred, leased, licensedmortgaged, assigned, transferred, conveyed encumbered or otherwise disposed of of, or agreed to sell, transfer, lease, mortgage, encumber or otherwise dispose of, any of its assets Properties. (vii) settled any claim or property having a book litigation, or market value filed any motions, orders, briefs or settlement agreements in any proceeding before any Governmental Authority or any arbitrator; (viii) incurred or approved, or entered into any Contract, agreement or commitment to make, any expenditure in excess of $50,000; (jix) entered into maintained its records and/or any new line other books of business, or, except for transactions account other than in the usual, regular and ordinary course of business manner in accordance with GAAP and on a basis consistent with past practices, incurred prior periods or committed made any change in any of its accounting methods or practices that would be required to incur any capital expenditures, obligations or liabilities in connection therewith in excess of $50,000 in the aggregatebe disclosed under GAAP; (kx) acquired granted any increase in the compensation payable or agreed to acquire by merging become payable to directors, officers or consolidating withemployees (including, or agreed to acquire by purchasing a substantial portion of the assets of, or in any other mannerwithout limitation, any business of such increase pursuant to any bonus, profit-sharing or other Personplan or commitment); (lxi) suffered any extraordinary losses or waived any rights of material value; (xii) made any cancellation payment to any Affiliate or waiver of (i) forgiven any right material indebtedness due or owing from any Affiliate to the operation of the business of the Company MSC or any of its Subsidiaries or (ii) any material debts or claims of the Company or a Subsidiary; (m) made any disposition (including any license) of, or abandoned or failed to maintain or enforce any material Intellectual Property Rights owned or used by the Company or any of its Subsidiaries; (nxiii) except engaged in any one or more activities or transactions with an Affiliate or outside the ordinary course of business consistent with past practicesbusiness; (xiv) declared, entered into set aside or paid any agreementdividends, arrangement or transaction with made any Affiliate distributions or other payments in respect of the Companyits equity securities, or repurchased, redeemed or otherwise acquired any such securities; (xv) amended its Articles of Incorporation or Bylaws or other charter documents; or (oxvi) agreed or committed to (i) do any of the things described in the preceding clauses (a) through (n) or (ii) take, whether in writing or otherwise, any action which, if taken prior to the date of this Agreement, would have made any representation or warranty in this Article II untrue or incorrectforegoing.

Absence of Certain Changes or Events. Except as set forth on Schedule to Section 3.1(k) attached hereto, since January 31, 2008, the Company has not: (i) suffered any Material Adverse Effect; (ii) made any individual capital expenditure or entered into any single commitment greater than Twenty Five Thousand Dollars ($25,000.00) (except as disclosed in the Schedule to Section 2.09 of the Disclosure Schedule or as expressly contemplated by this Agreement, since December 31, 2004, neither the Company nor any of its Subsidiaries has, directly or indirectly: (a) redeemed, purchased, otherwise acquired, or agreed to redeem, purchase or otherwise acquire, any shares of its capital stock, or declared, set aside or paid any dividend or otherwise made a distribution (whether in cash, stock or property 3.1(k)] or any combination thereof) in respect of its capital stock (other than between transaction or commitment material to the Company and Company's business, taken as a wholly-owned Subsidiary thereof); (b) authorized for issuance, issued, sold, delivered, granted or issued any options, warrants, calls, subscriptions or other rights for, or otherwise agreed or committed to issue, sell, deliver or grant any shares of any class of its capital stock or any securities convertible into or exchangeable or exercisable for shares of any class of its capital stockwhole, other than pursuant to and in accordance with (iA) the Company Stock Option Plans or the Stock Purchase Plans or (ii) as listed in Section 2.03 of the Disclosure Schedule; (c) except in the ordinary course of business consistent with past practice, practices or (iB) created or incurred any Indebtedness, (ii) assumed, guaranteed, endorsed or otherwise as an accommodation become responsible for the obligations of any other individual, firm or corporation, made any loans or advances to any other individual, firm or corporation, those contemplated by this Agreement; (iii) entered into declared any commitment dividend or transaction material made any payment or other distribution in respect of its capital stock to the Company and its SubsidiariesSeller or any other Person, taken as a whole, (iv) incurred any material liabilities outside other than those made in the ordinary course of business consistent with past practice and as otherwise permitted under the terms of this Agreement; (iv) purchased, issued, redeemed, sold, or otherwise acquired or disposed of any shares of Company Stock, or granted any options, warrants or other rights to purchase or convert any obligation into any shares of the capital stock or into any securities of the Company; (v) incurred, assumed or guaranteed or entered into any commitment in respect of any indebtedness for borrowed money greater than Twenty Five Thousand Dollars ($25,000.00) in the aggregate or materially changed any of the terms of any indebtedness in an aggregate amount greater than Twenty Five Thousand Dollars ($25,000.00), or assigned, mortgaged, pledged or otherwise subjected any asset to any Lienother Encumbrance other than Permitted Encumbrances any property, business or assets tangible or intangible, held in connection with the Company's business; (dvi) other than the Accounting Changeover, instituted introduced any material change in with respect to the manner of conducting its accounting methods, principles business or practices except as required by US GAAPwith respect to its method of accounting; (evii) revalued made any of material increase in the compensation payable or to become payable by it to its respective assets officers or Employees or adopted any increase in any material respectbonus, including without limitationinsurance, writing down the value of inventory pension or writing off notes other employee benefit plan, payment or accounts receivablesarrangement made to, for or with such officers or Employees, except for amounts previously reserved as reflected increases occurring in the December 31, 2004 balance sheetordinary course of business; (fviii) received any notice of termination of any contract, lease or other agreement or suffered any damagedamages, destruction or loss, loss (whether or not covered by insurance or notinsurance) which, except for such as would not, individually in any case or in the aggregate, may reasonably be expected to have a Company Material Adverse Effect; (gix) transferred or granted any increase in rights or licenses under, or entered into any settlement regarding the base compensation breach or infringement of, any intellectual property, or modified any existing rights with respect thereto; (x) amended its Articles of Incorporation or Bylaws; (xi) purchased any securities of any Person or any assets material in amount or constituting a business, or been party to any merger, consolidation or other business combination or entered into any obligation relating to any such purchase; or (xii) made any prepayment of any accounts payable, delayed payment of any trade payables or made any other material change in the employment terms for, any of its directors, officers and employees, except for increases or changes reflecting or based upon changed responsibilities or duties made cash payments other than in the ordinary course of business consistent with past practice and ordinary annual adjustments not to exceed 10% of the base compensation of such director, officer practices or employee prior to such adjustment; (h) adopted, modified or terminated any bonus, profit-sharing, incentive, severance or other plan or contract for the benefit of any of its directors, officers and employees other than changes which do not materially increase the aggregate cost of such plan or contract; (i) except for provision of services or sales in the ordinary course of business consistent with past practice, sold, leased, licensed, assigned, transferred, conveyed or as otherwise disposed of any of its assets or property having a book or market value in excess of $50,000; (j) entered into any new line of business, or, except for transactions in the ordinary course of business consistent with past practices, incurred or committed to incur any capital expenditures, obligations or liabilities in connection therewith in excess of $50,000 in the aggregate; (k) acquired or agreed to acquire by merging or consolidating with, or agreed to acquire by purchasing a substantial portion of the assets of, or in any other manner, any business of any other Person; (l) made any cancellation or waiver of (i) any right material contemplated pursuant to the operation of the business of the Company or any of its Subsidiaries or (ii) any material debts or claims of the Company or a Subsidiary; (m) made any disposition (including any license) of, or abandoned or failed to maintain or enforce any material Intellectual Property Rights owned or used by the Company or any of its Subsidiaries; (n) except in the ordinary course of business consistent with past practices, entered into any agreement, arrangement or transaction with any Affiliate of the Company; or (o) agreed to (i) do any of the things described in the preceding clauses (a) through (n) or (ii) take, whether in writing or otherwise, any action which, if taken prior to the date terms of this Agreement, would have made any representation or warranty in this Article II untrue or incorrect.

Absence of Certain Changes or Events. Except as disclosed Since December 31, 2020, the Company has conducted the Business only in Section 2.09 the ordinary course consistent with past practices, and there has been no Material Adverse Effect. Without limiting the generality of the Disclosure Schedule or as expressly contemplated by this Agreementforegoing, since December 31, 20042020, neither the Company nor has not: (i) incurred, assumed, guaranteed, endorsed or otherwise become responsible for any Indebtedness (whether directly or by way of guarantee or otherwise), other than draws on established lines of credit; (ii) transferred, issued, sold, distributed, pledged, encumbered or disposed of any securities, or other Equity Interests in, the Company or any other Person, or granted options, warrants or other rights to purchase or otherwise acquire securities of, or other Equity Interests in, the Company or any other Person; (iii) sold, transferred, assigned, conveyed, abandoned, permitted to lapse, leased, licensed, pledged, encumbered or otherwise disposed of or subjected to any Encumbrance (other than Permitted Encumbrances) [a] any Intellectual Property rights, [b] any corporation, partnership, limited liability company or other entity, or any Equity Interest in any of the foregoing, or [c] any of its Subsidiaries hasmaterial tangible assets or properties or any material portion of its tangible assets or properties, directly or indirectly:except for sales in the ordinary course of business; (aiv) redeemedsuffered any material loss, purchaseddamage or destruction, otherwise acquiredwhether covered by insurance or not, relating to or affecting the Business or the assets of the Company, or any material interruption in the use of, any of its material properties or assets; (v) [a] terminated, amended, established, adopted, entered into or instituted any bonus, incentive, deferred compensation, commission, profit sharing, equity option or purchase, insurance, pension, retirement or other Employee Benefit Plan; [b] made any material change in the benefits provided or to be provided to any of its equity holders, directors, officers, managers, employees, agents or independent contractors; [c] made any material change in the compensation payable or to become payable to any of its equity holders, directors, officers, managers, employees, agents or independent contractors; [d] granted any severance or termination pay to, or entered into or materially amended any employment, severance or other Contract with any of its equity holders, directors, officers, managers, employees, agents or independent contractors; or [e] entered into or materially amended any collective bargaining Contract, labor Contract or other Contract with any labor organization or union; (vi) changed its credit or accounting methodologies, estimation techniques, assumptions, principles policies or practices, except as required by concurrent changes in GAAP, as agreed to redeemby its independent public accountants; (vii) made, purchase changed or otherwise acquirerevoked any Tax election, changed any shares Tax accounting period, method, policy, or practice, filed any amended Tax Return, entered into any closing agreement, settled any Tax claim or assessment, surrendered any right to claim a refund, offset or other reduction in Tax liability, or consented to any extension or waiver of the limitations period applicable to any Tax claim or assessment; (viii) entered into any merger, consolidation, recapitalization or other business combination or reorganization (except with respect to the transactions contemplated herein) or adopted a plan of complete or partial liquidation, consolidation, dissolution, restructuring, recapitalization or other reorganization or filed a petition in bankruptcy under any provision of federal or state bankruptcy Law or consented to the filing of any bankruptcy petition against it under any similar Law; (ix) acquired any corporation, partnership, limited liability company or other entity, or any Equity Interest in any of the foregoing, or acquired any business or division of any business (including any material assets comprising any business or division of any business) (including by merger or otherwise); (x) commenced, initiated, entered into any settlement or compromise of, or offer or proposal to settle or compromise [a] any material Claim involving, by or against the Company, [b] any shareholder litigation or dispute against the Company or any of its capital stockofficers or directors or [c] any Claim that relates to the transactions contemplated by the Transaction Documents; (xi) amended its Organizational Documents; (xii) canceled any debts owed to the Company, or waived any claims or rights in favor of the Company or undertaken any revaluation, in any material respect, of any of its material assets, in each case excluding any writing-off or discounting of notes, accounts receivable or other assets in the ordinary course of business and that is not material, individually or in the aggregate; (xiii) declared, set aside or paid any dividend or otherwise made a any distribution with respect to its equity securities (whether in cashcash or in kind) or redeemed, purchased or otherwise acquired any of its equity securities; (xiv) effected any reclassification, stock split, combination or property like change in the capitalization of the Company, or made any combination thereof) in other change with respect of to its capital stock structure; (xv) effectuated a “plant closing” or “mass layoff” (as those terms are defined under the WARN Act) affecting in whole or in part any site of employment, facility, operating unit or employees; (xvi) made any loan to, or entered into any Contract or other transaction involving the payment or provision of money (other than between a transaction relating to the Company payment of base compensation, annual bonuses and a wholly-owned Subsidiary thereof)health and welfare benefits) with, any of its equity holders, directors, officers, managers or employees; (bxvii) authorized for issuanceextended any offers of employment or engaged any consultants or independent contractors who, issuedin each case, soldwould receive cash compensation at a rate in excess of $100,000 per year and, delivered, granted or issued any options, warrants, calls, subscriptions or other rights for, or otherwise agreed or committed to issue, sell, deliver or grant any shares in the case of any class consultant or independent contractor, whose relationship with the Company is not terminable without liability on prior notice of its capital stock 90 days or less; (xviii) disclosed any securities convertible into or exchangeable or exercisable for shares confidential information of any class of its capital stockthe Company, other than pursuant to and in accordance with (i) the Company Stock Option Plans or the Stock Purchase Plans or (ii) as listed in Section 2.03 of the Disclosure Schedule; (c) except [a] in the ordinary course of business consistent or [b] in connection with past practice, (i) created or incurred any Indebtedness, (ii) assumed, guaranteed, endorsed or otherwise as an accommodation become responsible the sale process for the obligations of any other individualCompany undertaken by Mesirow Investment Banking, firm or corporation, made any loans or advances in each case pursuant to any other individual, firm or corporation, a written non-disclosure agreement; (iiixix) entered into any commitment Contract involving the payment or transaction material to the Company and its Subsidiaries, taken as a whole, receipt of more than $50,000 (iv) incurred any material liabilities outside the ordinary course of business consistent with past practice or (v) subjected any asset to any Lien; (d) other than the Accounting Changeover, instituted any material change in its accounting methods, principles or practices except as required by US GAAP; (e) revalued any of its respective assets in any material respect, including without limitation, writing down the value of inventory or writing off notes or accounts receivables, except for amounts previously reserved as reflected in the December 31, 2004 balance sheet; (f) suffered any damage, destruction or loss, whether covered by insurance or not, except for such as would not, individually or in the aggregate, have a Company Material Adverse Effect; (g) granted any increase in the base compensation ofOrdinary Course Purchase Orders), or made any other material change in incurred the employment terms foracceleration, any of its directorstermination, officers and employees, except for increases modification or changes reflecting or based upon changed responsibilities or duties made in the ordinary course of business consistent with past practice and ordinary annual adjustments not to exceed 10% of the base compensation of such director, officer or employee prior to such adjustment; (h) adopted, modified or terminated any bonus, profit-sharing, incentive, severance or other plan or contract for the benefit cancellation of any of its directors, officers and employees other Contract involving more than changes which do not materially increase the aggregate cost of such plan or contract; (i) except for provision of services or sales in the ordinary course of business consistent with past practice, sold, leased, licensed, assigned, transferred, conveyed or otherwise disposed of any of its assets or property having a book or market value in excess of $50,000; (jxx) entered into into, accelerated, terminated, modified in any new line of business, or, except for transactions in the ordinary course of business consistent with past practices, incurred material respect or committed to incur canceled any Material Contract; (xxi) made any commitment or capital expenditures, obligations or liabilities in connection therewith expenditure in excess of $50,000 100,000 in the aggregate; (kxxii) acquired or agreed failed to acquire by merging or consolidating with, or agreed to acquire by purchasing a substantial portion of the assets of, or in any other manner, any business of any other Person; (l) made any cancellation or waiver of (i) any right material to the operation of the business of the Company or any of its Subsidiaries or (ii) make any material debts capital expenditure reasonably necessary or claims of the Company or a Subsidiary; (m) made any disposition (including any license) of, or abandoned or failed to maintain or enforce any material Intellectual Property Rights owned or used by the Company or any of its Subsidiaries; (n) except advisable in the ordinary course of business; (xxiii) canceled, terminated, amended in any material respect or permitted the lapse of (including by a failure to renew) any insurance policy naming the Company as an insured; (xxiv) (i) waived, released, paid, discharged or satisfied any material Indebtedness, other than in accordance with the terms thereof, (ii) other than in the ordinary course of business, accelerated or postponed or delayed collection of accounts receivable or any other current asset, (iii) other than in the ordinary course of business, delayed, postponed or accelerated payment of any account payable or any other current liability, or (iv) other than in the ordinary course of business, changed its billing, credit and collection practices with respect to customers or purchases and payment practices with respect to vendors; (xxv) experienced any business consistent with past practicesinterruptions or liabilities arising out of, entered into resulting from or related to COVID-19 or Pandemic Measures or other recent market dislocations, whether directly or indirectly, including [a] disruptions to supply chains, [b] the failure of suppliers to timely manufacture, ship or deliver goods, [c] the failure of vendors or service providers to timely perform services, [d] labor shortages, [e] reductions in customer demand, [f] any agreementclaim of force majeure by the Company or a counterparty to any Contract, arrangement [g] any default under a Contract to which the Company is party or transaction with any Affiliate bound, [h] non-fulfillment of customer orders, [i] restrictions on the operations of the Company, [j] reduced hours of operations or reduced aggregate labor hours, [k] restrictions on uses of the Leased Real Property or [l] failure to comply with any Pandemic Measures; or (oxxvi) agreed entered into any Contract or commitment (whether written or oral) to (i) do any of the things described in the preceding clauses (a) through (n) or (ii) take, whether in writing or otherwise, any action which, if taken prior to the date of this Agreement, would have made any representation or warranty in this Article II untrue or incorrectforegoing.

Absence of Certain Changes or Events. Except as set forth on Schedule 4.11, as disclosed in Section 2.09 of the Disclosure Schedule or as expressly contemplated by this AgreementFinancial Statements, since December 31, 20042006, neither or otherwise where the Buyer has consented in writing, (i) the Company nor has conducted its business only in the ordinary course consistent with past practice in all material respects, and (ii) there has not been any of its Subsidiaries transaction or occurrence by which the Company has, directly or indirectly: (a) redeemed, purchased, otherwise acquired, or agreed to redeem, purchase or otherwise acquire, suffered any shares of its capital stock, or Material Adverse Effect; (b) declared, set aside or paid any dividend or otherwise made a other distribution (whether in cash, stock or property or property) with respect to any combination thereof) in respect of its capital stock (other than between the Company and a wholly-owned Subsidiary thereof); (b) authorized for issuanceoutstanding Membership Interest, issuedor made any redemption, sold, delivered, granted or issued any options, warrants, calls, subscriptions purchase or other rights for, or otherwise agreed or committed to issue, sell, deliver or grant any shares acquisition of any class of its capital stock or any securities convertible into or exchangeable or exercisable for shares of any class of its capital stock, other than pursuant to and in accordance with (i) the Company Stock Option Plans or the Stock Purchase Plans or (ii) as listed in Section 2.03 of the Disclosure Scheduleequity securities; (c) other than the principal payment of US$625,000 made under the Credit Agreement on March 30, 2007 and payments that are within the scope of Section 3.4(e) above, cancelled or paid any Company Debt (in any amount) or waived any receivables, claims or rights in excess of US$100,000 individually or in the aggregate; (d) suffered any uninsured casualty loss or damage in excess of US$100,000 individually or in the aggregate; (e) amended any material term of any equity security or Material Contract of the Company; (f) hired any employees; (g) made any payments to any Affiliates except in the ordinary course of business pursuant to the Intercompany Services Agreement referred to in Section 10.1; (h) incurred any obligation to make capital expenditures in excess of US$250,000 individually or in the aggregate; (i) sold, leased, encumbered or otherwise disposed of, or agreed to sell, lease (whether such lease is an operating or capital lease), encumber or otherwise disposed of any portion of its assets, other than in the ordinary course of business consistent with past practice, (i) created or incurred any Indebtedness, (ii) assumed, guaranteed, endorsed or otherwise as an accommodation become responsible for the obligations of any other individual, firm or corporation, made any loans or advances to any other individual, firm or corporation, (iii) entered into any commitment or transaction material to the Company and its Subsidiaries, taken as a whole, (iv) incurred any material liabilities outside the ordinary course of business consistent with past practice or (v) subjected any asset to any Lien; (dj) other than the Accounting Changeoveramended any of its organizational documents, instituted including its limited liability company operating agreement; (k) adopted any material plan or agreement of merger or liquidation; or (l) made any change in its accounting methods, principles or practices except as required by US GAAP; (e) revalued any of its respective assets in any material respect, including without limitation, writing down the value of inventory or writing off notes or accounts receivables, except for amounts previously reserved as reflected in the December 31, 2004 balance sheet; (f) suffered any damage, destruction or loss, whether covered by insurance or not, except for such as would not, individually or in the aggregate, have a Company Material Adverse Effect; (g) granted any increase in the base compensation of, or made any other material change in the employment terms for, any of its directors, officers and employees, except for increases or changes reflecting or based upon changed responsibilities or duties made in the ordinary course of business consistent with past practice and ordinary annual adjustments not to exceed 10% of the base compensation of such director, officer or employee prior to such adjustment; (h) adopted, modified or terminated any bonus, profit-sharing, incentive, severance or other plan or contract for the benefit of any of its directors, officers and employees other than changes which do not materially increase the aggregate cost of such plan or contract; (i) except for provision of services or sales in the ordinary course of business consistent with past practice, sold, leased, licensed, assigned, transferred, conveyed or otherwise disposed of any of its assets or property having a book or market value in excess of $50,000; (j) entered into any new line of business, or, except for transactions in the ordinary course of business consistent with past practices, incurred or committed to incur any capital expenditures, obligations or liabilities in connection therewith in excess of $50,000 in the aggregate; (k) acquired or agreed to acquire by merging or consolidating with, or agreed to acquire by purchasing a substantial portion of the assets of, or in any other manner, any business of any other Person; (l) made any cancellation or waiver of (i) any right material to the operation of the business of the Company or any of its Subsidiaries or (ii) any material debts or claims of the Company or a Subsidiary; (m) made any disposition (including any license) of, or abandoned or failed to maintain or enforce any material Intellectual Property Rights owned or used by the Company or any of its Subsidiaries; (n) except in the ordinary course of business consistent with past practices, entered into any agreement, arrangement or transaction with any Affiliate of the Company; or (o) agreed to (i) do any of the things described in the preceding clauses (a) through (n) or (ii) take, whether in writing or otherwise, any action which, if taken prior to the date of this Agreement, would have made any representation or warranty in this Article II untrue or incorrect.

Absence of Certain Changes or Events. Except as disclosed in Section 2.09 of Since the Disclosure Schedule or DK Balance Sheet Date, except as expressly contemplated required by this Agreement or any Ancillary Agreement, since December 31, 2004, neither the Company nor any of its Subsidiaries has, directly or indirectly:, (a) redeemedDK and its Subsidiaries have conducted their respective businesses in all material respects in the ordinary course of such businesses, (b) there has not been any change, purchasedeffect, event, circumstance, occurrence or state of facts that, individually or in the aggregate, has had or would reasonably be expected to have a DK Material Adverse Effect and (c) neither DK nor its Subsidiaries has: (i) sold, assigned, transferred or otherwise acquireddisposed of any (A) tangible material assets or properties (other than the sale or disposal of inventory or obsolete equipment) or (B) Intellectual Property Rights that are material to such businesses other than in the ordinary course of such businesses; (ii) effectuated any reduction in force, early retirement program or other voluntary or involuntary employment termination program, or agreed otherwise implemented any employee layoff, in each case, not in compliance with the WARN Act; (iii) (A) issued, sold, delivered, redeemed or purchased any equity interest (or grant any options to redeempurchase equity interest), purchase or otherwise acquire, any shares of its capital stock, or (B) declared, set aside or paid any dividend dividends on, or otherwise made a distribution any other distributions (whether in cash, stock securities or property or any combination thereofproperty) in respect of its capital stock (other than between the Company and a wholly-owned Subsidiary thereof); (b) authorized for issuance, issued, sold, delivered, granted or issued any options, warrants, calls, subscriptions or other rights for, or otherwise agreed or committed to issue, sell, deliver or grant any shares of capital stock or other equity interest or (C) adjusted, split, combined or reclassified any class of its capital stock or any securities convertible into or exchangeable or exercisable for shares of any class of its capital stock, other than pursuant to and in accordance with (i) the Company Stock Option Plans or the Stock Purchase Plans or (ii) as listed in Section 2.03 of the Disclosure Scheduleequity interest; (civ) except in the ordinary course of business consistent with past practice, (iA) created incurred or incurred guaranteed any additional Indebtedness, or (iiB) assumed, guaranteed, endorsed or otherwise as an accommodation become responsible for the obligations of any other individual, firm or corporation, made any loans or advances to any other individual, firm or corporation, (iii) entered into any commitment or transaction material to the Company and its Subsidiaries, taken as a whole, (iv) incurred any material liabilities outside the ordinary course of business consistent with past practice or Person; (v) subjected any asset to any Lienacquired properties or assets, including equity interests of another Person, with a value in excess of $5,000,000, whether through merger, consolidation, share exchange, business combination or otherwise; (dvi) adopted a plan of complete or partial liquidation, dissolution, merger, consolidation, recapitalization or other than the Accounting Changeover, instituted any material change in its accounting methods, principles or practices except as required by US GAAPreorganization; (evii) revalued instituted or settled any proceeding that alleged or resulted in a settlement of its respective assets in any material respect, including without limitation, writing down the value of inventory or writing off notes or accounts receivables, except for amounts previously reserved as reflected in the December 31, 2004 balance sheetat least $5,000,000; (fviii) suffered any damage, destruction or loss, whether covered by insurance or not, except for such as would not, individually or in the aggregate, have a Company Material Adverse Effect; (g) granted any increase in the base compensation of, or made any other collected material change in the employment terms for, any amounts of its directorsaccounts receivable or paid material amounts of any accrued liabilities or accounts payable or prepaid any expenses or other items, officers and employeesin each case, except for increases or changes reflecting or based upon changed responsibilities or duties made other than in the ordinary course of business consistent with past practice and ordinary annual adjustments not to exceed 10% of the base compensation of such director, officer or employee prior to such adjustmentbusiness; (hix) adoptedproposed, modified adopted or terminated effected any bonusbusiness combination, profit-sharingreorganization, incentive, severance recapitalization or other plan acquisition or contract for the benefit disposition of any of its directors, officers and employees other than changes which do not materially increase the aggregate cost of such plan or contract; (i) except for provision of services or sales in the ordinary course of business consistent with past practice, sold, leased, licensed, assigned, transferred, conveyed or otherwise disposed of any of its a material amount assets or property having a book or market value in excess of $50,000; (j) entered into any new line of business, or, except for transactions in the ordinary course of business consistent with past practices, incurred or committed to incur any capital expenditures, obligations or liabilities in connection therewith in excess of $50,000 in the aggregate; (k) acquired or agreed to acquire by merging or consolidating with, or agreed to acquire by purchasing a substantial portion of the assets of, or properties in any other manner, manner (whether by merger or purchase of equity or assets or otherwise) with any business of any other Person; (lx) made paid or agreed to pay any cancellation management fees, monitoring fees, directors' fees or waiver of (i) bonuses paid by or levied on any right material to the operation of the business of the Company DK or any of its Subsidiaries by or (ii) for the benefit of an equityholder or any material debts or claims of the Company or a Subsidiaryhis Affiliates; (mxi) made waived any disposition (including amount owed to DK or its Subsidiaries by any license) of, equityholder or abandoned any of their Affiliates or failed to maintain of any claims by DK or enforce its Subsidiaries against any material Intellectual Property Rights owned or used by the Company equityholder or any of its Subsidiaries; (n) except in the ordinary course of business consistent with past practices, entered into any agreement, arrangement or transaction with any Affiliate of the CompanyAffiliates; or (oxii) agreed authorized or entered into any Contract to (i) do any of the things described in the preceding clauses (a) through (n) or (ii) take, whether in writing or otherwise, any action which, if taken prior to the date of this Agreement, would have made any representation or warranty in this Article II untrue or incorrectforegoing.