Common use of Events Subsequent to Most Recent Fiscal Year End Clause in Contracts

Events Subsequent to Most Recent Fiscal Year End. Since the Most Recent Fiscal Year End, there has not been any material adverse change in the business, financial condition, operations, results of operations, or future prospects of any of the Company. Without limiting the generality of the foregoing, since that date: (i) the Company has not entered into any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) either involving more than $5,000 or outside the Ordinary Course of Business; (ii) no party (including the Company) has accelerated, terminated, modified, or cancelled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $5,000 to which the Company is a party or by which any of them is bound; (iii) the Company has not imposed any Security Interest upon any of its assets, tangible or intangible; (iv) the Company has 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); (v) the Company has not issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligation either involving more than $5,000 singly or in the aggregate; (vi) the Company has not delayed or postponed the payment of accounts payable and other Liabilities; (vii) there has been no change made or authorized in the charter or bylaws of the Company; (viii) the Company has not issued, sold, or otherwise disposed of any of its capital stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stock; (ix) the Company has not declared, set aside, or paid any dividend or made any distribution with respect to its capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its capital stock; (x) the Company has not experienced any damage, destruction, or loss (whether or not covered by insurance) to its property; (xi) the Company has not borrowed any money from, or entered into any other transaction with, any of its directors, officers and employees; (xii) the Company has not entered into any employment contract or collective bargaining agreement, written or oral, or modified the terms of any existing such contract or agreement; (xiii) the Company has not adopted, amended or modified any bonus, profit-sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its directors, officers, and employees (or taken any such action with respect to any other Employee Benefit Plan); (xiv) the Company has not made any change in employment terms for any of its directors, officers and employees; (xv) there has not been any other material occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business involving the Company; and (xvi) the Company has not committed to any of the foregoing.

Events Subsequent to Most Recent Fiscal Year End. Since December 31, 2013, (a) the Most Recent Fiscal Year EndCompany has operated its business in the Ordinary Course of Business, (b) there has not been any material adverse change in the business, financial condition, operations, results of operations, or future prospects of any of the Company. Without limiting the generality of the foregoing, since that date: Company Material Adverse Change and (ic) the Company has not (i) issued any additional shares in its capital or issued, sold or granted any option or right to acquire, or otherwise disposed of, any of its authorized but unissued capital; (ii) repurchased, retired or redeemed any shares in its capital, other than the redemption of the Company's Class A preferred shares; (iii) entered into any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) either involving more than $5,000 or material transaction with any third party outside the Ordinary Course of Business; ; (iiiv) no party granted any registration rights, (including v) adopted or authorized (A) any increase in the Companypayments to or benefits under, any profit sharing, bonus or deferred compensation of its officers or directors, or (B) has acceleratedany material increase in the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other Employee Benefit Plan for or with any employees; (vi) suffered damage to or destruction of or loss of any material asset or property, whether or not covered by insurance; (vii) except as listed in Schedule 3.8, entered into, terminated, modifiedor received notice of termination of (A) any license, distributorship, dealer, sales representative, joint venture, credit, or cancelled any similar agreement, contract, lease, or license (B) any Contract involving a total remaining commitment by or series to a Purchased Company of related agreements, contracts, leases, and licenses) involving more than at least $5,000 to which the Company is a party or by which any of them is bound; (iii) the Company has not imposed any Security Interest upon any of its assets, tangible or intangible; (iv) the Company has 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); (v) the Company has not issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligation either involving more than $5,000 singly or in the aggregate; (vi) the Company has not delayed or postponed the payment of accounts payable and other Liabilities; (vii) there has been no change made or authorized in the charter or bylaws of the Company; 10,000; (viii) sold (other than sales of inventory in the Company has not issuedOrdinary Course of Business), soldleased, or otherwise disposed of any material asset or property of its capital stockit or mortgaged, pledged, or granted suffered imposition of any optionsLien on any material asset or property of it, warrantsincluding the sale, lease, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) disposition of any of its capital stock; Intellectual Property; (ix) adopted a material change in the Company has not declared, set aside, accounting methods used by it; or paid any dividend or made any distribution with respect to its capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its capital stock; (x) the Company has not experienced any damage, destruction, or loss (whether or not covered by insurance) to its property; (xi) the Company has not borrowed any money from, or entered into any other transaction with, any of its directors, officers and employees; (xii) the Company has not entered into any employment contract or collective bargaining agreement, written whether oral or oralwritten, or modified the terms of any existing such contract or agreement; (xiii) the Company has not adopted, amended or modified any bonus, profit-sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its directors, officers, and employees (or taken any such action with respect to any other Employee Benefit Plan); (xiv) the Company has not made any change in employment terms for any of its directors, officers and employees; (xv) there has not been any other material occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business involving the Company; and (xvi) the Company has not committed to do any of the foregoing.

Events Subsequent to Most Recent Fiscal Year End. Since the Most Recent Fiscal Year End, there has not been any material adverse change in Material Adverse Effect, and neither the business, financial condition, operations, results of operations, or future prospects of Company nor any of the Company. Without limiting the generality of the foregoing, its Subsidiaries has since that date: (i) the Company has not entered into any agreementsold, contractleased, leasetransferred, or license (or series assigned any asset outside of related agreements, contracts, leases, and licenses) either involving more than $5,000 or outside the Ordinary Course of Business; (ii) no party (including made any expenditure outside the Company) has accelerated, terminated, modified, or cancelled any agreement, contract, lease, or license (or series Ordinary Course of related agreements, contracts, leases, and licenses) involving more than $5,000 to which the Company is a party or by which any of them is boundBusiness; (iii) the Company has not imposed any Security Interest upon any of its assets, tangible or intangible; (iv) the Company has not made any capital investment in, or any material loan to, or any acquisition of the securities or assets of, any other Person outside the Ordinary Course of Business; (iv) amended or series authorized the amendment of related capital investments, loans, and acquisitions)its charter or bylaws; (v) the Company has not issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligation either involving more than $5,000 singly or in the aggregate; (vi) the Company has not delayed or postponed the payment of accounts payable and other Liabilities; (vii) there has been no change made or authorized in the charter or bylaws of the Company; (viii) the Company has not issued, sold, or otherwise disposed of any of its capital stock, or granted any options, warrants, warrants or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stock; (ixvi) the Company has not declared, set aside, or paid any dividend or made any distribution with respect to its capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its capital stock; (xvii) made any loan or advance to any Person outside the Company has not experienced any damage, destruction, or loss (whether or not covered by insurance) to its propertyOrdinary Course of Business; (xiviii) the Company has not borrowed any money from, or entered into any other transaction with, any of its directors, officers and employeesofficers, employees or stockholders outside the Ordinary Course of Business; (xiiix) the Company has not entered into any employment contract or collective bargaining agreement, written or oral, agreement or modified the terms of any existing such contract or agreement; (xiiix) granted any increase in the Company has not base compensation of any of its directors, officers, and employees outside the Ordinary Course of Business; (xi) adopted, amended amended, modified, or modified terminated any bonus, profit-sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its directors, officers, and employees (or taken any such action with respect to any other Employee Benefit Plan); (xivxii) the Company has not made any other change in employment terms for any of its directors, officers officers, and employees; (xv) there has not been any other material occurrence, event, incident, action, failure to act, or transaction employees outside the Ordinary Course of Business involving the CompanyBusiness; andor (xvixiii) the Company has not committed to any of the foregoing.

Events Subsequent to Most Recent Fiscal Year End. Since Except as set forth in Section 4.8 of the Disclosure Schedule, since the Most Recent Fiscal Year End, : (a) there has not been any material adverse change event, occurrence or development that has caused, or would reasonably be expected to cause, individually or in the businessaggregate, financial conditiona Material Adverse Change; (b) none of the Companies has sold, operationsleased, results of operationstransferred, or future prospects of assigned any of its assets, tangible or intangible, other than for a fair consideration in the Company. Without limiting the generality Ordinary Course of Business; (c) none of the foregoingCompanies has imposed any Liens upon any of its assets, since that date:other than Permitted Liens, tangible or intangible; (id) none of the Company Companies has not entered into made any agreement, contract, lease, or license capital expenditure (or series of related agreements, contracts, leases, and licensescapital expenditures) either involving more than $5,000 50,000 each or outside the Ordinary Course of Business; (iie) no party (including the Company) has accelerated, terminated, modified, or cancelled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $5,000 to which the Company is a party or by which any of them is bound; (iii) the Company has not imposed any Security Interest upon any of its assets, tangible or intangible; (iv) the Company has not made any capital investment in, any loan to, or any acquisition none of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions); (v) the Company Companies has not issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligation Indebtedness either involving more than $5,000 50,000 singly or $100,000 in the aggregate; (vi) the Company has not delayed or postponed the payment of accounts payable and other Liabilities; (viif) there has been no change made or authorized in the charter or bylaws Organizational Documents of any of the CompanyCompanies; (viiig) none of the Company Companies has not issued, sold, or otherwise disposed of any of its capital stockequity interests, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stockequity interests; (ixh) none of the Company Companies has not declared, set aside, or paid any dividend or made any distribution with respect to its capital stock equity interests (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its capital stockequity interests; (xi) none of the Company Companies has not experienced any damageadopted, destructionamended, modified, or loss (whether or not covered by insurance) to its property; (xi) the Company has not borrowed any money from, or entered into any other transaction with, any of its directors, officers and employees; (xii) the Company has not entered into any employment contract or collective bargaining agreement, written or oral, or modified the terms of any existing such contract or agreement; (xiii) the Company has not adopted, amended or modified terminated any bonus, profit-profit sharing, incentive, severance, or other material plan, contract, or commitment for the benefit of any of its directors, officers, and employees (or taken any such action with respect to any other Employee Benefit Plan); (xivj) neither SM Holdings, SSY Holdings nor any of the Company has not Companies has: (A) made any change in employment terms for its Tax reporting or accounting principles; (B) settled or compromised any Tax Liability; (C) made, changed or rescinded any Tax election; (D) surrendered any right in respect of its directorsTaxes (including any right to claim a Tax abatement, officers and employees; reduction, exemption, credit or refund); (xvE) there has not been filed any other material occurrence, event, incident, action, failure amended Tax Return; or (F) consented to act, any extension or transaction outside waiver of the Ordinary Course limitation period applicable to any claim or assessment in respect of Business involving the CompanyTaxes; and (xvik) none of the Company Companies has not committed to any of the foregoingabove.

Events Subsequent to Most Recent Fiscal Year End. Since the Most Recent Fiscal Year End, the Business of the Company has been operated in the Ordinary Course of Business and there has not been any material adverse change in the business, financial condition, operations, results of operations, or future prospects of any of the CompanyCompany or the Business. Without limiting the generality of the foregoing, except as disclosed in writing herein or to the extent known to Buyer as a result of Buyers past employment relationship with the Seller, since that date: (i) the Company has not entered into any agreementsold, contractpledged, leaseleased, transferred, or license (assigned any of the Assets, tangible or series of related agreementsintangible, contracts, leases, and licenses) either involving more other than $5,000 or outside for a fair consideration in the Ordinary Course of Business; (ii) no party (including the Company) has accelerated, terminated, modified, or cancelled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $5,000 to which the Company is a party or by which any of them is bound; (iii) the Company has not imposed or permitted any Security Interest Encumbrance upon any of its assets, tangible or intangiblethe Assets; (iv) the Company has 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); (viii) the Company has not issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligation either involving more than $5,000 singly or in the aggregateobligation; (vi) the Company has not delayed or postponed the payment of accounts payable and other Liabilities; (viiiv) there has been no change made or authorized in the charter or bylaws of the Company; (viiiv) the Company has not issued, sold, or otherwise disposed of any of its capital stock, or granted any options, warrants, preemptive or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stock; (ixvi) the Company has not declared, set aside, or paid any dividend or made any distribution with respect to its capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its capital stock; (x) the Company has not experienced any damage, destruction, or loss (whether or not covered by insurance) to its property; (xi) the Company has not borrowed any money fromloan to, or entered into any other transaction with, any of its directors, officers and officers, employees, or stockholders; (xiivii) the Company has not entered into any employment contract or collective bargaining agreement, written or oral, or modified the terms of any existing such contract or agreement; (xiii) the Company has not adopted, amended or modified any bonus, profit-sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its directors, officers, and employees (or taken any such action with respect to any other Employee Benefit Plan); (xiv) the Company has not made any change in employment terms for any of its directors, officers and employees; (xv) there has not been any other material occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business involving the Company; and (xviviii) the Company has not committed to any of the foregoing.

Events Subsequent to Most Recent Fiscal Year End. Since the Most Recent Fiscal Year EndExcept as set forth on Schedule 4.8, since December 31, 2016, there has not been any material adverse change in the business, condition (financial conditionor otherwise), properties, operations, or results of operations, or future prospects of any of the CompanyCompany Entities. Without limiting the generality of the foregoingExcept as set forth on Schedule 4.8, since that dateDecember 31, 2016: (ia) no Company Entity has sold, leased, transferred, or assigned any assets, tangible or intangible, except for sales of inventory in the ordinary course of business or incurred any liabilities in excess of $25,000, except for the purchase of raw material inventory in the ordinary course of business; (b) no Company Entity has not entered into any material agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) either involving more than $5,000 or outside the Ordinary Course ordinary course of Businessbusiness, including any Material Agreement; (iic) no party (including the Companyany Company Entity) has accelerated, terminated, modifiedmade material modifications to, canceled or failed to renew, or cancelled received any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $5,000 to which the Company is threat from a third party or by which that any of them is boundthe foregoing would occur, with respect to any Material Agreement; (iiid) the no Company Entity has not imposed or had imposed any Security Interest upon any of its assetsassets or properties, tangible or intangible; (ive) except for the Indebtedness being paid off at the Closing, no Company Entity has 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); (v) the Company has not issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any indebtedness more than $10,000 in aggregate Indebtedness for borrowed money or and capitalized lease obligation either involving more than $5,000 singly or in the aggregateobligations; (vi) the Company has not delayed or postponed the payment of accounts payable and other Liabilities; (viif) there has been no change made or authorized in the charter or bylaws Organizational Documents of the Companyany Company Entity; (viiig) the no Company Entity has not issued, sold, or otherwise disposed of any of its capital stocksecurities or other Capital Stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stockCapital Stock, or issued any unit appreciation, phantom unit, unit plans, profit participation or similar rights with respect to any Company Entity, except for the Change of Control Payments; (ixh) the no Company Entity has not declared, set aside, or paid any dividend or made any distribution with respect to its capital stock Capital Stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its capital stockCapital Stock; (xi) the no Company Entity has not experienced any damage, destruction, or loss (whether or not covered by insurance) to its propertyproperty in excess of $10,000 individually or $25,000 collectively; (xij) no Company Entity has paid any liability or obligation, or discharged or satisfied any Security Interest, other than payment of current liabilities in the ordinary course of business or those securing liabilities or obligations not in excess of $10,000 individually or $25,000 collectively; (k) no Company Entity has not borrowed canceled or compromised any money fromdebt or claim, or waived or released any right of material value, in excess of $10,000 individually or $25,000 collectively, other than in exchange for the full fair value thereof; (l) no Company Entity has experienced any strike, work stoppage or lockout or encountered any labor union organizing activities by or among its employees; (m) no Company Entity has made any acquisition of any properties or assets having in the aggregate a fair market value in excess of $10,000 individually or $25,000 collectively; (n) no Company Entity has made any change in accounting methods or principles applicable to its business, including changes in estimates or valuation methods, ceased making accruals consistent with past practice, or made or caused to be made any restatement of value of any properties or assets in the Financial Statements (other than annual restatements of inventory values in the ordinary course of business); (o) no Company Entity has elected, revoked or amended any material Tax election, settled or compromised any claim or assessment with respect to Taxes, executed any closing agreement or any other agreement with respect to Taxes, executed or consented to any waivers extending the statutory period of limitations with respect to the collection or assessment of any Taxes, or amended any Tax returns; (p) no Company Entity has increased the compensation payable, or to become payable, to any of its officers or employees who received W-2 compensation of $50,000 or more during calendar year 2016, or made any bonus payment or similar arrangement with, or increased the scope or nature of any fringe benefits provided for, such officers or employees, except for the Change of Control Payments; (q) no Company Entity has adopted any new Employee Benefit Plan or amended any existing Employee Benefit Plan (except to the extent required by Applicable Law); (r) no Company Entity has accelerated or delayed collection of notes or accounts receivable in advance of or beyond their regular due dates or the dates when the same would have been collected in the ordinary course of business; (s) no Company Entity has delayed or accelerated payment of any account payable or other liability or obligation beyond or in advance of its due date or the date when such liability or obligation would have been paid in the ordinary course of business; (t) no Company Entity has taken or omitted to take any action, or entered into any other transaction withtransaction, any of its directors, officers and employees; (xii) the Company has not entered into any employment contract or collective bargaining agreement, written or oral, or modified the terms of any existing such contract or agreement; (xiii) the Company has not adopted, amended or modified any bonus, profit-sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its directors, officers, and employees (or taken any such action with respect to any other Employee Benefit Plan); (xiv) the Company has not made any change in employment terms for any of its directors, officers and employees; (xv) there has not been any other material occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course ordinary course of Business involving the Companybusiness; and (xviu) the no Company Entity has not committed to any of the foregoing.