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

Absence of Certain Changes and Events. Except as set forth in Schedule 4.2(m) hereto, since the date of the PRCO Balance Sheet, PRCO has conducted its business only in the Ordinary Course of Business, there has not been any material adverse effect on PRCO's business or operations, and there has not been any: i. change in the authorized or issued capital stock of PRCO; grant of any stock option or right to purchase shares of capital stock of PRCO; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition or payment of any dividend or other distribution or payment in respect of shares of capital stock; ii. amendment to the Organizational Documents of PRCO; iii. damage to or destruction or loss of any asset or property of PRCO, whether or not covered by insurance or any other event or circumstance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of PRCO; iv. receipt of notice that any of its substantial customers have terminated or intends to terminate their relationship, which termination would have a material adverse effect on its financial condition, results or operations, business assets or properties of PRCO; v. entry into any transaction other than in the Ordinary Course of Business; vi. entry into, termination of, or receipt of written notice of termination of any (i) license, distributorship, dealer, sales representative, joint venture, credit, or similar agreement, or (ii) contract or transaction; vii. sale, lease, or other disposition of any asset or property of PRCO or mortgage, pledge, or imposition of any lien or other encumbrance on any asset or property of PRCO; viii. cancellation or waiver of any claims or rights with a value to PRCO in excess of $10,000; ix. material change in the accounting methods used by PRCO; x. accrual or payment of any salaries or other compensation, increase in salaries, compensation or bonuses or retention or hiring of, any consultant or employee; xi. debt or other liability incurred, other than the PRCO Debentures; or xii. agreement, whether oral or written, by PRCO to do any of the foregoing, other than the Purchase Agreement.

Absence of Certain Changes and Events. Except as set forth in Schedule 4.2(m) heretoPart 3.16 of the Disclosure Letter, since the date of the PRCO Balance Sheet, PRCO has the Acquired Companies have conducted its business their businesses only in the Ordinary Course of Business, there has not been any material adverse effect on PRCO's business or operations, Business and there has not been any: i. (a) change in the any Acquired Company's authorized or issued capital stock of PRCOstock; grant of any stock option or right to purchase shares of capital stock of PRCOany Acquired Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by any Acquired Company of any shares of any such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of shares of capital stock; ii. (b) amendment to the Organizational Documents of PRCOany Acquired Company; iii. (c) payment or increase by any Acquired Company of any bonuses, salaries, or other compensation to any stockholder, director, officer, or (except in the Ordinary Course of Business) employee or entry into any employment, severance, or similar Contract with any director, officer, or employee; (d) adoption of, or 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 of any Acquired Company; (e) damage to or destruction or loss of any asset or property of PRCOany Acquired Company, whether or not covered by insurance or any other event or circumstanceinsurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of PRCOthe Acquired Companies, taken as a whole; iv. receipt of notice that any of its substantial customers have terminated or intends to terminate their relationship, which termination would have a material adverse effect on its financial condition, results or operations, business assets or properties of PRCO; v. entry into any transaction other than in the Ordinary Course of Business; vi. (f) entry into, termination of, or receipt of written notice of termination of any (i) any license, distributorship, dealer, sales representative, joint venture, credit, or similar agreement, or (ii) contract any Contract or transactiontransaction involving a total remaining commitment by or to any Acquired Company of at least $10,000; vii. sale(g) sale (other than sales of inventory in the Ordinary Course of Business), lease, or other disposition of any asset or property of PRCO any Acquired Company or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of PRCOany Acquired Company, including the sale, lease, or other disposition of any of the Intellectual Property Assets; viii. (h) cancellation or waiver of any claims or rights with a value to PRCO any Acquired Company in excess of $10,000; ix. (i) material change in the accounting methods used by PRCO; x. accrual or payment of any salaries or other compensation, increase in salaries, compensation or bonuses or retention or hiring of, any consultant or employee; xi. debt or other liability incurred, other than the PRCO DebenturesAcquired Company; or xii. (j) agreement, whether oral or written, by PRCO any Acquired Company to do any of the foregoing, other than the Purchase Agreement.

Absence of Certain Changes and Events. Except as set forth in Schedule 4.2(m) hereto, since Since the date of the PRCO Latest Balance Sheet, PRCO the Company has conducted its business their businesses only in the Ordinary Course of Business, there has not been any material adverse effect on PRCO's business or operations, Business and there has not been any: i. (a) change in the Company’s authorized or issued capital stock of PRCOstock; grant of any stock option or right to purchase shares of capital stock of PRCOthe Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by the Company of any shares of any such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of shares of capital stock; ii. (b) amendment to the Organizational Documents of PRCOthe Company; iii. (c) payment or increase by the Company of any bonuses, salaries, or other compensation to any stockholder, director, officer, or (except in the Ordinary Course of Business) employee or entry into any employment, severance, or similar Contract with any director, officer, or employee; (d) adoption of, or 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 of the Company; (e) damage to or destruction or loss of any asset or property of PRCOthe Company, whether or not covered by insurance or any other event or circumstanceinsurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of PRCOthe Company, taken as a whole; iv. receipt of notice that any of its substantial customers have terminated or intends to terminate their relationship, which termination would have a material adverse effect on its financial condition, results or operations, business assets or properties of PRCO; v. entry into any transaction other than in the Ordinary Course of Business; vi. (f) entry into, termination of, or receipt of written notice of termination of any (i) any license, distributorship, dealer, sales representative, joint venture, credit, or similar agreement, or (ii) contract any Contract or transactiontransaction involving a total remaining commitment by or to the Company of at least $10,000.00; vii. sale(g) sale (other than sales of inventory in the Ordinary Course of Business), lease, or other disposition of any asset or property of PRCO the Company or mortgage, pledge, or imposition of any lien or other encumbrance Encumbrance on any material asset or property of PRCOthe Company, including the sale, lease, or other disposition of any of the Intellectual Property Assets; viii. (h) cancellation or waiver of any claims or rights with a value to PRCO the Company in excess of $10,00010,000.00; ix. (i) material change in the accounting methods used by PRCO; x. accrual or payment of any salaries or other compensation, increase in salaries, compensation or bonuses or retention or hiring of, any consultant or employee; xi. debt or other liability incurred, other than the PRCO DebenturesCompany; or xii. (j) agreement, whether oral or written, by PRCO the Company to do any of the foregoing, other than the Purchase Agreement.

Absence of Certain Changes and Events. Except as set forth in Schedule 4.2(m) heretoPart 3.16 of the Disclosure Letter, since the date of the PRCO Balance Sheet, PRCO has the Acquired Companies have conducted its business their businesses only in the Ordinary Course of Business, there has not been any material adverse effect on PRCO's business or operations, Business and there has not been any: i. (a) change in the any Acquired Company's authorized or issued capital stock of PRCOstock; grant of any stock option or right to purchase shares of capital stock of PRCOany Acquired Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by any Acquired Company of any shares of any such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of shares of capital stock; ii. (b) amendment to the Organizational Documents of PRCOany Acquired Company; iii. (c) payment or increase by any Acquired Company of any bonuses, salaries, or other compensation to any stockholder, director, officer, or (except in the Ordinary Course of Business) employee or entry into any employment, severance, or similar Contract with any director, officer, or employee; (d) adoption of, or 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 of any Acquired Company; (e) damage to or destruction or loss of any asset or property of PRCOany Acquired Company, whether or not covered by insurance or any other event or circumstanceinsurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of PRCOthe Acquired Companies, taken as a whole; iv. receipt of notice that any of its substantial customers have terminated or intends to terminate their relationship, which termination would have a material adverse effect on its financial condition, results or operations, business assets or properties of PRCO; v. entry into any transaction other than in the Ordinary Course of Business; vi. (f) entry into, termination of, or receipt of written notice of termination of any (i) any license, distributorship, dealer, sales representative, joint venture, credit, or similar agreement, or (ii) contract any Contract or transactiontransaction involving a total remaining commitment by or to any Acquired Company of at least $ ; vii. sale(g) sale (other than sales of inventory in the Ordinary Course of Business), lease, or other disposition of any asset or property of PRCO any Acquired Company or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of PRCOany Acquired Company, including the sale, lease, or other disposition of any of the Intellectual Property Assets; viii. (h) cancellation or waiver of any claims or rights with a value to PRCO any Acquired Company in excess of $10,000$ ; ix. (i) material change in the accounting methods used by PRCO; x. accrual or payment of any salaries or other compensation, increase in salaries, compensation or bonuses or retention or hiring of, any consultant or employee; xi. debt or other liability incurred, other than the PRCO DebenturesAcquired Company; or xii. (j) agreement, whether oral or written, by PRCO any Acquired Company to do any of the foregoing, other than the Purchase Agreement.

Absence of Certain Changes and Events. Except as set forth in Schedule 4.2(m) heretothe Reports, since the date of the PRCO most recent Company Balance SheetSheets, PRCO has except as heretofore set forth, the Company and the Subsidiaries and Acquisition, since the date of its inception, have conducted its their business only in the Ordinary Course of Business, there has not been any material adverse effect on PRCO's business and other than as contemplated by this Agreement or operations, and the Contemplated Transactions there has not been any: i. change in the authorized or issued capital of the Company, including the Company Common Stock or the authorized or issued capital stock of PRCOAcquisition and the Subsidiaries; grant of any stock option or right to purchase shares of capital stock of PRCOthe Company; issuance of any equity lines of credit, security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition or payment of any dividend or other distribution or payment in respect of shares of capital stock; ii. amendment to the Organizational Documents of PRCOthe Company, Acquisition or the Subsidiaries; iii. damage to or destruction or loss of any material asset or property of PRCOthe Company, Acquisition or the Subsidiaries, whether or not covered by insurance or any other event or circumstanceinsurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of PRCOcausing a Material Adverse Effect; iv. receipt of notice that any of its their substantial customers have terminated or intends to terminate their relationship, which termination would have a material adverse effect on its financial condition, results or operations, business assets or properties of PRCOMaterial Adverse Effect; v. entry into any transaction other than in the Ordinary Course of Business; vi. entry into, termination of, or receipt of written notice of termination of any material (i) license, distributorship, dealer, sales representative, joint venture, credit, or similar agreement, or (ii) contract or transaction; vii. salesale (other than sales of inventory in the Ordinary Course of Business), lease, or other disposition of any asset or property of PRCO the Company, Acquisition or the Subsidiaries or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of PRCOthe Company, Acquisition or the Subsidiaries; viii. cancellation or waiver of any claims or rights with a value to PRCO the Company in excess of $10,000; ix. material change in the accounting methods used by PRCO; x. accrual the Company, Acquisition or payment of any salaries or other compensation, increase in salaries, compensation or bonuses or retention or hiring of, any consultant or employee; xi. debt or other liability incurred, other than the PRCO DebenturesSubsidiaries; or xii. x. agreement, whether oral or written, by PRCO the Company, Acquisition or the Subsidiaries to do any of the foregoing, other than the Purchase Agreement.

Absence of Certain Changes and Events. Except as set forth in Schedule 4.2(m) hereto, since Since the date of the PRCO Interim Balance Sheet, PRCO the Company has conducted its business only in the Ordinary Course of Business, there has not been any material adverse effect on PRCO's business or operations, Business and there has not been any: i. (a) change in the Company’s authorized or issued capital stock of PRCOstock; grant of any stock option or right to purchase shares of capital stock of PRCOthe Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by the Company of any shares of any such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of shares of capital stock; ii. (b) amendment to the Organizational Documents of PRCOthe Company; iii. (c) payment or increase by the Company of any bonuses, salaries, or other compensation to any stockholder, director, officer, or employee (except in the Ordinary Course of Business) or entry into any employment, severance, or similar Contract with any director, officer, or employee; (d) adoption o g or 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 of the Company; (e) damage to or destruction or loss of any asset or property of PRCOthe Company, whether or not covered by insurance or any other event or circumstanceinsurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of PRCO; iv. receipt of notice that any of its substantial customers have terminated or intends to terminate their relationship, which termination would have a material adverse effect Material Adverse Effect on its financial condition, results or operations, business assets or properties of PRCOthe Company; v. entry into any transaction other than in the Ordinary Course of Business; vi. (f) entry into, termination of, or receipt of written notice of termination of any (i) any license, distributorship, dealer, sales representative, joint venture, credit, or similar agreement, or (ii) contract any Contract or transactiontransaction involving a total remaining commitment by or to the Company of at least $25,000; vii. (g) sale, leaselease (other than sales or leases of inventory in the Ordinary Course of Business), or other disposition of any asset or property of PRCO the Company or mortgage, pledge, or imposition of any lien or other encumbrance Encumbrance on any material asset or property of PRCOthe Company, other than Permitted Encumbrances; viii. (h) cancellation or waiver of any claims or rights with a value to PRCO the Company in excess of $10,00025,000; ix. (i) material change in the accounting methods used by PRCO; x. accrual or payment of any salaries or other compensation, increase in salaries, compensation or bonuses or retention or hiring of, any consultant or employee; xi. debt or other liability incurred, other than the PRCO DebenturesCompany; or xii. (j) agreement, whether oral or written, by PRCO the Company to do any of the foregoing, other than the Purchase Agreement.

Absence of Certain Changes and Events. Except Since the date of the Audited Company Balance Sheet, the Company has conducted its business in the ordinary course consistent with past practice and, since such date, there has not occurred: (a) any event, damage, destruction or loss, whether covered by insurance or not, which has had or reasonably is expected to have a Material Adverse Effect on the Company or its assets; (b) any entry by the Company into a commitment or transaction material to the Company, which is not in the ordinary course of business consistent with past practice; (c) any change by the Company in accounting principles, methods or practices, except insofar as set forth may have been required by a change in Schedule 4.2(mGAAP; (d) heretoany declaration, payment or setting aside for payment of any dividends or distributions in respect to shares of Company Common Stock, or any redemption, purchase or other acquisition of any shares of Company Common Stock; (e) any cancellation of any debts or waiver or release of any right or claim of the Company individually or in the aggregate material to the Company, whether or not in the ordinary course of business; (f) any revaluations by the Company of any of its assets or liabilities, including without limitation, writing-off notes or accounts receivable; (g) any material increase in the rate or terms of compensation payable or to become payable by the Company to any of its personnel or consultants; any bonus, incentive compensation, service award or other benefit granted, made or accrued, contingently or otherwise, for or to the credit of any Company personnel; employee welfare, pension, retirement, profit-sharing or similar payment or arrangement made or agreed to by the Company for any Company personnel except for contributions in accordance with prior practice made to, and payments made to employees under, plans and arrangements existing on the date of the Audited Company Balance Sheet; (h) any adoption of a plan of liquidation or resolutions providing for the liquidation, dissolution, merger, consolidation or other reorganization of the Company, other than in connection with the transactions contemplated hereby; (i) any purchase, acquisition or sale by the Company of any assets, other than in the ordinary course of business; (j) any amendment, cancellation or termination of any Material Contract, including, without limitation, license or sub­license, or other instrument to which the Company is a party or to which the Company or any of the assets of the Company is bound; (k) any failure to pay when due any material obligation of the Company; (l) any failure to operate the business of the Company in the ordinary course with an effort to preserve the business intact, to keep available to the Company the services of its personnel, and to preserve for the Company the goodwill of its customers and others having business relations with the Company except for such failures that would not have a Material Adverse Effect on the Company; (m) any commitment to borrow money entered into by the Company, or any loans made or agreed to be made by the Company, involving more than $10,000 individually or $25,000 in the aggregate (other than credit provided by suppliers or manufacturers in the ordinary course of the Company's business consistent with past practices); (n) any liabilities incurred by the Company involv­ing $10,000 or more individually and $25,000 or more in the aggregate, other than liabilities incurred in the ordinary course of business consistent with past practices; (o) any payment, discharge or satisfaction of any material liabilities of the Company or any material capital expenditure of the Company, other than (i) the payment, discharge or satisfaction in the ordinary course of business consistent with prior prac­tice of liabilities reflected or reserved against in the Audited Financial Statements or incurred in the ordinary course of business consistent with prior practice since the date of the PRCO Audited Company Balance Sheet, PRCO has conducted its business only in the Ordinary Course of Business, there has not been any material adverse effect on PRCO's business or operations, and there has not been any: i. change in the authorized or issued capital stock of PRCO; grant of any stock option or right to purchase shares of capital stock of PRCO; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition or payment of any dividend or other distribution or payment in respect of shares of capital stock; ii. amendment to the Organizational Documents of PRCO; iii. damage to or destruction or loss of any asset or property of PRCO, whether or not covered by insurance or any other event or circumstance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of PRCO; iv. receipt of notice that any of its substantial customers have terminated or intends to terminate their relationship, which termination would have a material adverse effect on its financial condition, results or operations, business assets or properties of PRCO; v. entry into any transaction other than in the Ordinary Course of Business; vi. entry into, termination of, or receipt of written notice of termination of any (i) license, distributorship, dealer, sales representative, joint venture, credit, or similar agreement, or (ii) contract any capital expenditures involving $10,000 or transactionless individually and $25,000 or less in the aggregate; vii. sale, lease, (p) any amendment of the Company's Articles of Incorporation or other disposition of any asset or property of PRCO or mortgage, pledge, or imposition of any lien or other encumbrance on any asset or property of PRCO; viii. cancellation or waiver of any claims or rights with a value to PRCO in excess of $10,000; ix. material change in the accounting methods used by PRCO; x. accrual or payment of any salaries or other compensation, increase in salaries, compensation or bonuses or retention or hiring of, any consultant or employee; xi. debt or other liability incurred, other than the PRCO DebenturesCompany Bylaws; or xii. agreement, whether oral or written, (q) any agreement by PRCO the Company to do any of the foregoingthings described in the preceding clauses (a) through (p) of this Section 4.12, other than the Purchase as expressly contemplated or provided for in this Agreement.

Absence of Certain Changes and Events. Except as set forth in on Schedule 4.2(m) hereto3.14, since the date of the PRCO Balance SheetInterim Financial Statements, PRCO and, to the extent not fully reflected in the Interim Financial Statements, since the date of the Year End Financial Statements, the Company has conducted its business only in the Ordinary Course ordinary course of Business, there has not been any material adverse effect on PRCO's business or operationsconsistent with past practices, and there has not been any: i. (a) change in the Company’s authorized or issued capital stock of PRCOor the ownership thereof; grant of any stock option or right to purchase shares of capital stock of PRCOthe Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition or payment by the Company of any dividend or other distribution or payment in respect of shares of any such capital stock; ii. (b) amendment to the Organizational Documents of PRCOthe Company; iii. (c) acquisition of any stock or business of, or merger or consolidation with, another Person, or any action with respect to liquidating, dissolving, recapitalizing, reorganizing or otherwise winding up the Company’s business; (d) payment or increase by the Company of any bonuses, salaries, or other compensation to any stockholder, director, officer, or employee (except, with respect to non-executive employees, in the ordinary course of business consistent with past practice) or entry into any new, or material amendment of any existing, employment, consulting, independent contractor, severance, change of control or similar Contract; (e) adoption of any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan; (f) damage to or destruction or loss of any asset or property of PRCOthe Company, whether or not covered by insurance or any other event or circumstanceinsurance, materially and adversely affecting the properties, assets, business, financial conditionwhich has had, or prospects of PRCOwould reasonably be expected to have, a Material Adverse Effect on the Company; iv. receipt of notice that any of its substantial customers have terminated or intends to terminate their relationship, which termination would have a material adverse effect on its financial condition, results or operations, business assets or properties of PRCO; v. entry into any transaction (g) sale (other than sales of Inventory in the Ordinary Course ordinary course of Business; vi. entry into, termination of, or receipt of written notice of termination of any (i) license, distributorship, dealer, sales representative, joint venture, credit, or similar agreement, or (ii) contract or transaction; vii. salebusiness), lease, license, distribution or other disposition of any asset material asset(s) or property of PRCO the Company, or any waiver, release, transfer or assignment of any right of material value, or any mortgage, pledge, or imposition of any lien or other encumbrance Encumbrance on any asset material asset(s) or property of PRCOthe Company except as noted on Schedule 3.6 or except as explicitly permitted under Section 6.2 or required under any other provision of this Agreement; viii. cancellation (h) entry into any Contract or other agreement providing for payments by the Company in an aggregate amount exceeding $25,000 that is not terminable by the Company, without penalty, upon sixty (60) days notice, with the exception of agreements for the purchase of fuel entered into by the Company in the ordinary course of its business and consistent with past practice; (i) any capital expenditure in excess of $25,000; (j) change in any annual accounting period or accounting methods used by the Company; (k) any modification, termination or amendment to a Material Contract or waiver of any claims right or rights with a value to PRCO in excess of $10,000claim thereunder; ix. material (l) loss of use of any Company Intellectual Property Assets; (m) change in methods, practices, principles or timing regarding the accounting methods used by PRCO; x. purchase of inventory or the payment or accrual or payment of any salaries or other compensationoperating expenses, increase in salaries, compensation or bonuses or retention or hiring of, any consultant or employee; xi. debt or other liability incurred, other than the PRCO Debenturesincluding accounts payable; or xii. agreement(n) entry into any Contract, whether oral or written, by PRCO the Company to do any of the foregoing, other than the Purchase Agreement.

Absence of Certain Changes and Events. Except as set forth in Schedule 4.2(m) hereto, since Since the date of the PRCO Latest Balance Sheet, PRCO each Acquired Company has conducted its business their businesses only in the Ordinary Course of Business, there has not been any material adverse effect on PRCO's business or operations, Business and there has not been any: i. (a) change in the any Acquired Company’s authorized or issued capital stock of PRCOstock; grant of any stock option or right to purchase shares of capital stock of PRCOany Acquired Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by any Acquired Company of any shares of any such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of shares of capital stock; ii. (b) amendment to the Organizational Documents of PRCOany Acquired Company; iii. (c) payment or increase by any Acquired Company of any bonuses, salaries, or other compensation to any stockholder, director, officer, or (except in the Ordinary Course of Business) employee or entry into any employment, severance, or similar Contract with any director, officer, or employee; (d) adoption of, or 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 of any Acquired Company; (e) damage to or destruction or loss of any asset or property of PRCOany Acquired Company, whether or not covered by insurance or any other event or circumstanceinsurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of PRCOany Acquired Company, taken as a whole; iv. receipt of notice that any of its substantial customers have terminated or intends to terminate their relationship, which termination would have a material adverse effect on its financial condition, results or operations, business assets or properties of PRCO; v. entry into any transaction other than in the Ordinary Course of Business; vi. (f) entry into, termination of, or receipt of written notice of termination of any (i) any license, distributorship, dealer, sales representative, joint venture, credit, or similar agreement, or (ii) contract any Contract or transactiontransaction involving a total remaining commitment by or to any Acquired Company of at least $10,000.00; vii. sale(g) sale (other than sales of inventory in the Ordinary Course of Business), lease, or other disposition of any asset or property of PRCO any Acquired Company or mortgage, pledge, or imposition of any lien or other encumbrance Encumbrance on any material asset or property of PRCOany Acquired Company, including the sale, lease, or other disposition of any of the Intellectual Property Assets; viii. (h) cancellation or waiver of any claims or rights with a value to PRCO any Acquired Company in excess of $10,00010,000.00; ix. (i) material change in the accounting methods used by PRCO; x. accrual or payment of any salaries or other compensation, increase in salaries, compensation or bonuses or retention or hiring of, any consultant or employee; xi. debt or other liability incurred, other than the PRCO DebenturesAcquired Company; or xii. (j) agreement, whether oral or written, by PRCO any Acquired Company to do any of the foregoing, other than the Purchase Agreement.

Absence of Certain Changes and Events. Except as set forth in Schedule 4.2(m) heretoPart 3.15 of the Seller Parties Disclosure Schedule, since the date of Balance Sheet Date through the PRCO Balance SheetEffective Date, PRCO the Acquired Company has conducted its business only in the Ordinary Course of Business, there Business and none of the following actions or events has not been occurred: (a) any material adverse effect on PRCO's business loss, damage or operationsdestruction to, and there has not been any: i. change or any material interruption in the authorized use of, any of the assets of the Acquired Company (whether or issued capital stock of PRCO; grant of not covered by insurance) that has had or could reasonably be expected to have a Material Adverse Effect; (i) any stock option or right to purchase shares of capital stock of PRCO; issuance of any security convertible into such capital stock; grant of any registration rights; purchasedeclaration, redemptionaccrual, retirement, or other acquisition set aside or payment of any dividend or any other distribution or payment in respect of any shares of capital stockstock of the Acquired Company, or (ii) any repurchase, redemption or other acquisition by the Acquired Company of any shares of capital stock or other securities; (c) any sale, issuance or grant, or authorization of the issuance of, (i) shares or other securities of the Acquired Company, (ii. amendment ) any option, warrant or right to the Organizational Documents of PRCO; iii. damage to or destruction or loss of acquire any asset or property of PRCO, whether or not covered by insurance shares or any other event or circumstance, materially and adversely affecting securities of the properties, assets, business, financial conditionAcquired Company, or prospects (iii) any instrument convertible into or exchangeable for shares or other securities of PRCOthe Acquired Company; iv. receipt (d) any amendment or waiver of notice that any of its substantial customers have terminated or intends the rights of the Acquired Company under any share purchase agreement; (e) any amendment to terminate their relationshipany Organizational Document of the Acquired Company, which termination would have a material adverse effect on its financial conditionany merger, results or operationsconsolidation, share exchange, business assets combination, recapitalization, reclassification of shares, share split, reverse share split or properties of PRCOsimilar transaction involving the Acquired Company; v. entry (f) any creation of any Subsidiary of the Acquired Company or acquisition by the Acquired Company of any equity interest or other interest in any other Person; (g) any capital expenditure by the Acquired Company which, when added to all other capital expenditures made on behalf of the Acquired Company since the Balance Sheet Date, exceeds €10,000 in the aggregate; (h) except in the Ordinary Course of Business, any action by the Acquired Company to (i) enter into or suffer any transaction of the assets owned or used by it to become bound by any Material Contract (as defined in Section 3.16), or (ii) amend or terminate, or waive any material right or remedy under, any Material Contract; (i) any (i) acquisition, lease or license by the Acquired Company of any material right or other than material asset from any other Person, (ii) sale or other disposal or lease or license by the Acquired Company of any material right or other material asset to any other Person, or (iii) waiver or relinquishment by the Acquired Company of any right, except for rights or other assets acquired, leased, licensed or disposed of in the Ordinary Course of Business; vi. entry into, termination of(j) any write-off as uncollectible, or receipt establishment of written notice any extraordinary reserve with respect to, any Indebtedness of termination the Acquired Company; (k) any pledge of any assets of or sufferance of any of the assets of the Acquired Company to become subject to any Encumbrance, except for Permitted Encumbrances and pledges of immaterial assets made in the Ordinary Course of Business; (l) any (i) license, distributorship, dealer, sales representative, joint venture, credit, or similar agreementloan by the Acquired Company to any Person, or (ii) contract any incurrence or transactionguarantee of Indebtedness by the Acquired Company; vii. sale(m) any (i) adoption, leaseestablishment, entry into or other disposition amendment by the Acquired Company of any asset Pension Scheme or property of PRCO or mortgage, pledge, or imposition of any lien or other encumbrance on any asset or property of PRCO; viii. cancellation or waiver of any claims or rights with a value to PRCO in excess of $10,000; ix. material change in the accounting methods used by PRCO; x. accrual or (ii) payment of any salaries bonus or any profit sharing or similar payment to, or material increase in the amount of the wages, salary, commissions, fringe benefits or other compensation, increase in salaries, compensation or bonuses or retention or hiring ofremuneration payable to, any consultant or employee; xi. debt or other liability incurred, other than the PRCO Debentures; or xii. agreement, whether oral or written, by PRCO to do any of the foregoing, other than directors or officers of the Purchase AgreementAcquired Company; (n) any change of the methods of accounting or accounting practices of the Acquired Company in any material respect; (o) any material Tax election by the Acquired Company; (p) any commencement or settlement of any Proceeding by the Acquired Company; and (q) any agreement or commitment to take any of the actions referred to in clauses (c) through (p) above.

Absence of Certain Changes and Events. Except as set forth in Schedule 4.2(m) heretoSection 4.17 of the Disclosure Schedule, since the date of the PRCO Unaudited Balance Sheet, PRCO the Company has conducted its business only in the Ordinary Course of Business, there has not been any material adverse effect on PRCO's business or operations, Business and there has not been any: i. : (a) event that has had a Material Adverse Effect; (b) change in the Company’s authorized or issued capital stock of PRCOstock; grant of any stock option or right to purchase shares of capital stock of PRCOthe Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by the Company of any shares of any such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of shares of capital stock; ii. ; (c) amendment to the Organizational Documents of PRCO; iii. the Company; (d) payment or increase by the Company of any bonuses, salaries, or other compensation to any stockholder, director, officer, or (except in the Ordinary Course of Business) employee or entry into any employment, severance, or similar Contract with any director, officer, or employee; (e) adoption of, or 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 of the Company; (f) damage to or destruction or loss of any asset or property of PRCOthe Company, whether or not covered by insurance or any other event or circumstance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of PRCO; iv. receipt of notice that any of its substantial customers have terminated or intends to terminate their relationship, which termination would have a material adverse effect on its financial condition, results or operations, business assets or properties of PRCO; v. entry into any transaction other than in the Ordinary Course of Business; vi. insurance; (g) entry into, termination of, or receipt of written notice of termination of any (i) any license, distributorship, dealer, sales representative, joint venture, credit, or similar agreement, or (ii) contract any Contract or transaction; vii. saletransaction involving a total remaining commitment by or to the Company of at least the Threshold Amount; (h) sale (other than sales of Inventory in the Ordinary Course of Business), lease, or other disposition of any asset or property of PRCO the Company or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of PRCO; viii. the Company, including the sale, lease, or other disposition of any of the Intellectual Property Assets; (i) cancellation or waiver of any claims or rights with a value to PRCO the Company in excess of $10,000; ix. the Threshold Amount; (j) material change in the accounting methods used by PRCO; x. accrual the Company; or payment of any salaries or other compensation, increase in salaries, compensation or bonuses or retention or hiring of, any consultant or employee; xi. debt or other liability incurred, other than the PRCO Debentures; or xii. (k) agreement, whether oral or written, by PRCO the Company to do any of the foregoing, other than the Purchase Agreement.

Absence of Certain Changes and Events. Except as set forth in Schedule 4.2(m) hereto5.16, since the date December 31, 1996, each of the PRCO Balance Sheet, PRCO Acquiror and its Subsidiaries has conducted its business only in the Ordinary Course of Business, there has not been any material adverse effect on PRCO's business or operations, Business and with respect to each there has not been any: i. (a) change in the authorized or issued capital stock of PRCO(except as otherwise contemplated by this Agreement); grant of any stock option or right to purchase shares of capital stock of PRCOAcquiror or its Subsidiaries (except in the Ordinary Course of Business or otherwise in accordance with past compensation practices); issuance of any security convertible into such capital stockstock or evidences of indebtedness (except in connection with customer deposits); grant of any registration rights; purchase, redemption, retirement, retirement or other acquisition by Acquiror or any of its Subsidiaries of any shares of any such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of shares of the capital stockstock of Acquiror or any of its Subsidiaries (other than dividends paid by any of the Subsidiaries solely to Acquiror or dividends paid by Acquiror to its stockholders in accordance with past practice); ii. (b) amendment to the Organizational Documents certificate or articles of PRCOincorporation or charter, bylaws or any other document of formation or governance of Acquiror or any of its Subsidiaries (except as otherwise contemplated by this Agreement); iii. (c) payment or increase by Acquiror or any of the Subsidiaries of any bonuses, salaries or other compensation to any shareholder, director, officer or employee (except for periodic payments or increases in the Ordinary Course of Business or otherwise in accordance with past compensation practices) or entry by Acquiror or any of its Subsidiaries into any employment, severance or similar Contract with any director, officer or employee; (d) adoption, material amendment (except for any amendment necessary to comply with any Legal Requirement) or termination of, or increase in the payments to or benefits under, any Acquiror Employee Benefit Plan (as defined below); (e) damage to or destruction or loss of any asset or property of PRCO, whether Acquiror or any of its Subsidiaries not covered by insurance or any other event or circumstance, materially and adversely affecting the properties, assets, business, financial conditionthat had, or prospects of PRCOwould reasonably be expected to have, a Material Adverse Effect on Acquiror; iv. (f) entry into, termination or extension of, or receipt of notice that of termination of any joint venture or similar agreement, or any material Contract (other than relating to a loan made by any of Acquiror's banking Subsidiaries in the Ordinary Course of Business) or transaction involving a total remaining commitment by or to Acquiror or any of its substantial customers have terminated or intends to terminate their relationship, which termination would have a material adverse effect on its financial condition, results or operations, business assets or properties Subsidiaries of PRCOat least $2,000,000; v. entry into (g) material change in any transaction existing material lease of real or personal property; (h) sale (other than any sale in the Ordinary Course of Business), lease or other disposition of any material asset or property of Acquiror or any of its Subsidiaries or mortgage, pledge or imposition of any lien or other encumbrance on any material asset or property of Acquiror or any of its Subsidiaries except for tax and other liens which arise by operation of law and with respect to which payment is not past due, and except for pledges or liens: (i) required to be granted in connection with the acceptance by any of Acquiror's banking Subsidiaries of government deposits; (ii) granted in connection with repurchase or reverse repurchase agreements; or (iii) otherwise incurred in the Ordinary Course of Business; (i) incurrence of any obligation or liability (fixed or contingent) other than in the Ordinary Course of Business; vi. entry into, termination of, or receipt of written notice of termination of any (ij) license, distributorship, dealer, sales representative, joint venture, credit, or similar agreement, or (ii) contract or transaction; vii. sale, lease, or other disposition of any asset or property of PRCO or mortgage, pledge, or imposition of any lien or other encumbrance on any asset or property of PRCO; viii. cancellation or waiver of any claims or rights with a value to PRCO Acquiror or any of its Subsidiaries in excess of $10,000500,000 other than in the Ordinary Course of Business; ix. (k) any investment in, or purchase of, a depreciable or amortizable capital asset exceeding $500,000, or aggregate investments of a capital nature exceeding $1,000,000 (other than in the Ordinary Course of Business); (l) transaction for the borrowing or loaning of monies, other than in the Ordinary Course of Business; (m) material change in the accounting methods used by PRCO; x. accrual Acquiror or payment any of any salaries or other compensation, increase in salaries, compensation or bonuses or retention or hiring of, any consultant or employee; xi. debt or other liability incurred, other than the PRCO Debenturesits Subsidiaries; or xii. (n) agreement, whether oral or written, by PRCO Acquiror or any of its Subsidiaries to do any of the foregoing, other than the Purchase Agreement.

Absence of Certain Changes and Events. (a) Except as set forth in Schedule 4.2(m) heretoany of its SEC Reports, since the date of the PRCO Balance SheetDecember 31, PRCO 2003, Execute Sports has conducted its business businesses only in the Ordinary Course ordinary course of Business, there has not been any material adverse effect on PRCO's business or operations, and there has not been any: i. change (i) Change in the Execute Sports' authorized or issued capital stock of PRCOstock; grant of any stock option or right to purchase shares of capital stock of PRCOExecute Sports; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, retirement or other acquisition by Execute Sports of any shares of any such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of shares of capital stock; (ii. ) amendment to the Organizational Documents Execute Sports' certificate of PRCOincorporation, bylaws or other organizational documents; (iii. damage ) payment or increase by Execute Sports of any bonuses, salaries, or other compensation to any director, officer, employee, or destruction stockholder (except to directors, officers, employees, or stockholders in the Ordinary Course of Business) or entry into any employment, severance, or similar Contract with any director, officer, or employee; (iv) adoption of, or increase in, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan for or with any employees of Execute Sports; (v) damage, destruction, or loss of to any asset or property of PRCOExecute Sports, whether or not covered by insurance or any other event or circumstanceinsurance, affecting materially and adversely affecting the properties, assets, business, financial condition, or prospects of PRCOExecute Sports, taken as a whole; iv. receipt of notice that any of its substantial customers have terminated or intends to terminate their relationship, which termination would have a material adverse effect on its financial condition, results or operations, business assets or properties of PRCO; v. entry into any transaction other than in the Ordinary Course of Business; (vi. ) entry into, termination oftermination, or receipt of written notice of termination of (a) any (i) license, distributorship, dealer, sales representative, joint venture, credit, or similar agreement, or (iib) contract any Contract or transactiontransaction involving a total remaining commitment by Execute Sports of at least $25,000; (vii. sale) sale (other than sales of inventory in the ordinary course of business), lease, or other disposition of any asset or property of PRCO Execute Sports or mortgage, pledge, or imposition of any lien or other encumbrance Lien on any material asset or property of PRCOExecute Sports, including, without limitation, the sale, lease, or other disposition of any intellectual property of Execute Sports; (viii. ) cancellation or waiver of any claims or rights with a value to PRCO Execute Sports in excess of $10,00025,000; (ix. ) conduct of business or entering into any transaction, other than in the ordinary course of business of Execute Sports; (x) material change in the accounting methods used followed by PRCO;Execute Sports; and x. accrual or payment of any salaries or other compensation, increase in salaries, compensation or bonuses or retention or hiring of, any consultant or employee; (xi. debt or other liability incurred, other than the PRCO Debentures; or xii. ) agreement, whether oral or writtennot in writing, by PRCO to do any of the foregoing, other than the Purchase Agreementforegoing by Execute Sports.

Absence of Certain Changes and Events. Except as set forth in Schedule 4.2(m) hereto, since Since the date of the PRCO Balance SheetBuyer Financial Statements, PRCO Buyer has conducted its business only in the Ordinary Course of Business, there has not been any material adverse effect on PRCO's business or operations, Business and there has not been any: i. (a) change in the Buyer’s authorized or issued capital stock of PRCOstock; grant of any stock option or right to purchase shares of capital stock of PRCO; Buyer, issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by Buyer of any shares of any such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of shares of capital stock, except as set forth on Section 4.16(a) of Buyer’s Disclosure Schedule; ii. (b) amendment to the Organizational Documents of PRCOBuyer; iii. (c) payment or increase by Buyer of any bonuses, salaries, or other compensation to any stockholder, director, officer, or employee (except in the Ordinary Course of Business) or entry into any employment, severance, or similar Contract with any director, officer, or employee; (d) adoption of; or 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 of Buyer; (e) damage to or destruction or loss of any asset or property of PRCOBuyer, whether or not covered by insurance or any other event or circumstanceinsurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of PRCO; iv. receipt of notice that any of its substantial customers have terminated or intends to terminate their relationship, which termination would have a material adverse effect Material Adverse Effect on its financial condition, results or operations, business assets or properties of PRCOBuyer; v. entry into any transaction other than in the Ordinary Course of Business; vi. (f) entry into, termination of, or receipt of written notice of termination of any (i) any license, distributorship, dealer, sales representative, joint venture, credit, or similar agreement, or (ii) contract any Contract or transactiontransaction involving a total remaining commitment by or to Buyer of at least $25,000; vii. (g) sale, leaselease (other than sales or leases of inventory in the Ordinary Course of Business), or other disposition of any asset or property of PRCO Buyer or mortgage, pledge, or imposition of any lien or other encumbrance Encumbrance on any material asset or property of PRCOBuyer, other than Permitted Encumbrances; viii. (h) cancellation or waiver of any claims or rights with a value to PRCO Buyer in excess of $10,00025,000; ix. (i) material change in the accounting methods used by PRCO; x. accrual or payment of any salaries or other compensation, increase in salaries, compensation or bonuses or retention or hiring of, any consultant or employee; xi. debt or other liability incurred, other than the PRCO DebenturesBuyer; or xii. (j) agreement, whether oral or written, by PRCO Buyer to do any of the foregoing, other than the Purchase Agreement.

Absence of Certain Changes and Events. Except as set forth in Schedule 4.2(m) hereto3.21, since June 30, 2006, the date of the PRCO Balance Sheet, PRCO Company has conducted its business only in the Ordinary Course of Business, there has not been any material adverse effect on PRCO's business or operations, Business and there has not been any: i. change 3.21.1 Change in the Company's authorized or issued capital stock of PRCOstock; grant of any stock option or right to purchase shares of capital stock of PRCOthe Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition declaration or payment of any dividend or other distribution or payment in respect of shares of capital stock; ii. amendment 3.21.2 Amendment to the Company’s Organizational Documents of PRCODocuments; iii. damage 3.21.3 Payment of any bonuses to or any increase in any salaries, wages, benefits or other compensation of any stockholder, director, officer, employee, agent or Representative of the Company or entry into any employment or severance agreement or arrangement, or any other Contract with such Person; 3.21.4 Adoption of, or increase in the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other Employee Benefit Plan; 3.21.5 Damage to or destruction or loss of any asset or property of PRCOany the Company, whether or not covered by insurance or any other event or circumstanceinsurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects in excess of PRCO$25,000; iv. receipt of notice that any of its substantial customers have terminated or intends to terminate their relationship, which termination would have a material adverse effect on its financial condition, results or operations, business assets or properties of PRCO; v. entry into any transaction other than in the Ordinary Course of Business; vi. entry 3.21.6 Entry into, termination of, or receipt of written notice of termination of any (i) license, distributorship, dealer, sales representative, joint venture, credit, Contract or similar agreement, transaction outside the Ordinary Course of Business or (ii) contract which involves a total remaining commitment by or transactionto the Company of at least $25,000; vii. sale3.21.7 Sale (other than sales of inventory in the Ordinary Course of Business), license, lease, or other disposition of any asset or property of PRCO or mortgage, pledge, the Company in excess of $25,000 or imposition of any lien or other encumbrance Encumbrance on any asset or property of PRCOthe Company; viii. cancellation 3.21.8 Cancellation, settlement, or waiver of any claims or rights with a value to PRCO of or against the Company in excess of $10,00025,000; ix. material 3.21.9 Change in any of the accounting methods or principles used by the Company; 3.21.10 Payment or declaration of any dividends or distributions or other payments to its Shareholders or Affiliates, other than normal employment compensation paid in the ordinary course of business; 3.21.11 Material change in the accounting methods used by PRCO; x. accrual conduct or payment nature of any salaries or other compensation, increase in salaries, compensation or bonuses or retention or hiring of, any consultant or employee; xi. debt or other liability incurred, other than aspect of the PRCO Debentures; or xii. agreementBusiness, whether oral or written, by PRCO to do any not made in the ordinary course of business and whether or not the foregoing, other than the Purchase Agreement.change had a Material Adverse Effect;

Absence of Certain Changes and Events. Except as set forth in Schedule 4.2(m) heretoPart 3.16 of the Disclosure Letter, since the date of the PRCO Balance Sheet, PRCO has the Acquired Companies have conducted its business their businesses only in the Ordinary Course of Business, there has not been any material adverse effect on PRCO's business or operations, Business and there has not been any: i. (a) change in the any Acquired Company’s authorized or issued capital stock of PRCOstock; grant of any stock option or right to purchase shares of capital stock of PRCOany Acquired Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by any Acquired Company of any shares of any such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of shares of capital stock; ii. (b) amendment to the Organizational Documents of PRCOany Acquired Company; iii. (c) except as indicated in Part 3.20 of the Disclosure Letter, payment or increase by any Acquired Company of any bonuses, salaries, or other compensation to any stockholder, director, executive officer, or (except in the Ordinary Course of Business) employee or entry into any employment, severance, or similar Applicable Contract with any director, executive officer, or employee; (d) adoption of, or 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 of any Acquired Company; (e) damage to to, or destruction or loss of of, any asset or property of PRCOany Acquired Company, whether or not covered by insurance or any other event or circumstanceinsurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of PRCOthe Acquired Companies, taken as a whole; iv. receipt of notice that any of its substantial customers have terminated or intends to terminate their relationship, which termination would have a material adverse effect on its financial condition, results or operations, business assets or properties of PRCO; v. entry into any transaction other than in the Ordinary Course of Business; vi. (f) entry into, termination of, or receipt of written notice of termination of any (i) any license, distributorship, dealer, sales representative, joint venture, creditborrowing by an Acquired Company, or similar agreement, or (ii) contract any Applicable Contract or transactiontransaction involving a total remaining commitment by or to any Acquired Company, of at least $25,000; vii. sale(g) sale (other than sales of inventory in the Ordinary Course of Business), lease, or other disposition of any asset or property of PRCO any Acquired Company or mortgage, pledge, or imposition of any lien or other encumbrance Encumbrance on any material asset or property of PRCOany Acquired Company, including the sale, lease, or other disposition of any of the Intellectual Property Assets; viii. (h) cancellation or waiver of any claims or rights with a value to PRCO any Acquired Company in excess of $10,00025,000; ix. (i) material change in the accounting methods used by PRCOany Acquired Company; x. accrual or payment (j) enter into any derivative instrument in a notional amount in excess of any salaries or other compensation, increase in salaries, compensation or bonuses or retention or hiring of, any consultant or employee; xi. debt or other liability incurred, other than the PRCO Debentures$500,000; or xii. (k) agreement, whether oral or written, by PRCO any Acquired Company to do any of the foregoing, other than the Purchase Agreement.

Absence of Certain Changes and Events. Except as set forth in Schedule 4.2(m) heretoPart 3.15 of the Disclosure Letter, since the date of the PRCO Balance Sheet, PRCO the Company has conducted its business only in the Ordinary Course of Business, there has not been any material adverse effect on PRCO's business or operations, Business and there has not been any: i. (a) change in the Company's authorized or issued capital stock of PRCOstock; grant of any stock option or right to purchase shares of capital stock of PRCOthe Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by the Company of any shares of any such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of shares of capital stock; ii. (b) amendment to the Organizational Documents of PRCOthe Company; iii. (c) payment or increase by the Company of any bonuses, salaries, or other compensation to any stockholder, director, officer, or (except in the Ordinary Course of Business) employee or entry into any employment, severance, or similar Contract or commitment with any director, officer, or employee or the adoption of any severance policy applicable to employees in general; (d) adoption of, or 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 of the Company; (e) damage to or destruction or loss of any asset or property of PRCOthe Company, whether or not covered by insurance or any other event or circumstanceinsurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of PRCOthe Company, taken as a whole; iv. receipt of notice that any of its substantial customers have terminated or intends to terminate their relationship, which termination would have a material adverse effect on its financial condition, results or operations, business assets or properties of PRCO; v. entry into any transaction other than in the Ordinary Course of Business; vi. (f) entry into, termination of, or receipt of written notice of termination of any (i) any material license, distributorship, dealer, sales representative, joint venture, credit, or similar agreement, or (ii) contract any Contract or transactiontransaction involving a total remaining commitment by or to the Company of at least $10,000 (except for Contracts or transactions entered into in the Ordinary Course of Business with the Company's customers or vendors which do not exceed, individually, a commitment of $50,000); vii. sale(g) sale (other than sales of inventory in the Ordinary Course of Business), lease, or other disposition of any asset or property of PRCO the Company or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of PRCOthe Company, including the sale, lease, or other disposition of any of the Intellectual Property Assets, in any case greater than $10,000; viii. (h) cancellation or waiver of any claims or rights with a value to PRCO the Company in excess of $10,000; ix. (i) material change in the accounting methods used by PRCOthe Company; x. accrual (j) any hiring of new employees except as replacements for persons whose employment with the Company terminated since such date, or payment the hiring of any salaries employee at an annual compensation rate of $75,000 or other compensation, increase in salaries, compensation or bonuses or retention or hiring of, any consultant or employee; xi. debt or other liability incurred, other than the PRCO Debenturesmore per year; or xii. (k) agreement, whether oral or written, by PRCO the Company to do any of the foregoing, other than the Purchase Agreement.

Absence of Certain Changes and Events. Except as set forth in Schedule 4.2(m) hereto, since Since the date of the PRCO Balance Sheet, PRCO has the Company have conducted its business their businesses only in the Ordinary Course of Business, there has not been any material adverse effect on PRCO's business or operations, Business and there has not been any: i. (a) change in the Company's authorized or issued capital stock of PRCOstock; grant of any stock option or right to purchase shares of capital stock of PRCOthe Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by the Company of any shares of any such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of shares of capital stockstock other than a dividend payment to Szlam by the issuance of the Dividend Note; ii. (b) except for the February 7, 1997 amendment to its Articles of Incorporation, any amendment to the Organizational Documents of PRCOthe Company; iii. (c) payment or increase by the Company of any bonuses, salaries, or other compensation to any stockholder, director, officer, or (except in the Ordinary Course of Business) employee or entry into any employment, severance, or similar Contract with any director, officer, or employee; (d) adoption of, or 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 of the Company; (e) damage to or destruction or loss of any asset or property of PRCOthe Company, whether or not covered by insurance or any other event or circumstanceinsurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of PRCOthe Company, taken as a whole; iv. receipt of notice that any of its substantial customers have terminated or intends to terminate their relationship, which termination would have a material adverse effect on its financial condition, results or operations, business assets or properties of PRCO; v. entry into any transaction other than in the Ordinary Course of Business; vi. (f) entry into, termination of, or receipt of written notice of termination of any (i) any license, distributorship, dealer, sales representative, joint venture, credit, or similar agreement, or (ii) contract any Contract or transactiontransaction involving a total remaining commitment by or to the Company of at least $250,000; vii. sale(g) sale (other than sales of inventory in the Ordinary Course of Business), lease, or other disposition of any asset or property of PRCO the Company or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of PRCOthe Company, including the sale, lease, or other disposition of any of the Intellectual Property Assets; viii. (h) cancellation or waiver of any claims or rights with a value to PRCO the Company in excess of $10,000250,000; ix. (i) material change in the accounting methods used by PRCO; x. accrual or payment of any salaries or other compensation, increase in salaries, compensation or bonuses or retention or hiring of, any consultant or employee; xi. debt or other liability incurred, other than the PRCO DebenturesCompany; or xii. (j) agreement, whether oral or written, by PRCO the Company to do any of the foregoing, other than the Purchase Agreement.

Absence of Certain Changes and Events. Except as set forth in Schedule 4.2(m2.1(i) hereto, to the best of the knowledge and belief of the Company and the Selling Shareholders, since the date of the PRCO Balance Sheet, PRCO has conducted its business only in the Ordinary Course of Business, Unaudited Financial Statements there has not been any been: (i) Any material adverse effect on PRCO's business or operations, and there has not been any: i. change in the authorized or issued capital stock of PRCO; grant of any stock option or right to purchase shares of capital stock of PRCO; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition or payment of any dividend or other distribution or payment in respect of shares of capital stock; ii. amendment to the Organizational Documents of PRCO; iii. damage to or destruction or loss of any asset or property of PRCO, whether or not covered by insurance or any other event or circumstance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of PRCO; iv. receipt of notice that any of its substantial customers have terminated or intends to terminate their relationship, which termination would have a material adverse effect on its financial condition, results of operation, assets, liabilities or operationsprospects of the Company or the Business, business assets or properties of PRCOany occurrence, circumstance, or combination thereof which reasonably could be expected to result in any such material adverse change; v. entry (ii) Any transaction relating to or involving the Company, the Business, the assets of the Company or the Selling Shareholders which was entered into any transaction or carried out by the Company or the Selling Shareholders other than in the Ordinary Course ordinary and usual course of Businessbusiness; vi. entry into, termination of, (iii) Any change by the Company in its accounting or receipt of written notice of termination tax practices or procedures; (iv) Any incurrence of any (i) licenseliability, distributorship, dealer, sales representative, joint venture, credit, or similar agreement, or (ii) contract or transactionother than liabilities incurred in the ordinary course of business consistent with past practices; vii. (v) Any sale, lease, or other disposition of, or any agreement to sell, lease, or dispose of any asset of its properties (whether leased or property owned), or the assets of PRCO the Company, other than sales, leases, or mortgagedispositions of goods, materials, or equipment in the usual and ordinary course of business and consistent with prior practice; (vi) Any event permitting any of the assets or the properties of the Company (whether leased or owned) to be subjected to any pledge, encumbrance, security interest, lien, charge, or imposition claim of any lien kind whatsoever (direct or indirect) (collectively, "liens"); (vii) Any increase in compensation or any adoption of, or increase in, any bonus, incentive compensation, pension, profit sharing, retirement, insurance, medical reimbursement or other encumbrance on employee benefit plan, payment or arrangement to, for, or with any asset or property employee of PRCOthe Company, other than certain bonuses paid to the Selling Shareholders and disclosed in writing to the Purchaser; (viii. cancellation ) Any payment or waiver distribution of any claims bonus to, or rights with a value cancellation of indebtedness owing from, or incurring of any liability relating to PRCO in excess of $10,000any employees, consultants, directors, officers, or agents, or any persons related thereto, other than certain bonuses paid to the Selling Shareholders; (ix. material change ) Any notice (written or unwritten) from any employee of the Company that such employee has terminated, or intends to terminate, such employee's employment with the Company; (x) Any adverse relationship or condition with Suppliers (as defined in Section 2.1(q)(i) hereof), vendors, or Customers (as defined in Section 2.1(ae) hereof) that may have an adverse effect on the Company, the Business, or the assets of the Company; (xi) Any event, including, without limitation, shortage of materials or supplies, fire, explosion, accident, requisition or taking of property by any governmental agency, flood, drought, earthquake, or other natural event, riot, act of God or a public enemy, or damage, destruction, or other casualty, whether covered by insurance or not, which has had an adverse effect on the Company, the properties (whether leased or owned), the Business, or the assets of the Company or any such event which could be expected to have an adverse effect on the Company, the properties (whether leased or owned), the Business, or the assets of the Company; (xii) Any modification, waiver, change, amendment, release, rescission, accord and satisfaction, or termination of, or with respect to, any term, condition, or provision of any contract, agreement, license, or other instrument to which the Company or the Selling Shareholders are a party and relating to or affecting the Business or the assets of the Company other than any satisfaction by performance in accordance with the terms thereof in the accounting methods used by PRCOusual and ordinary course of business and consistent with prior practice; x. accrual (xiii) Any discharge or satisfaction of any Lien or payment of any salaries or other compensation, increase in salaries, compensation or bonuses or retention or hiring of, any consultant or employee; xi. debt or other liability incurredliabilities, other than in the PRCO Debenturesordinary course of business; (xiv) Any waiver of any rights of substantial value by the Company, other than waivers having no material adverse effect on the Company; (xv) Any issuance of equity securities of the Company or any issuance of warrants, calls, options or other rights calling for the issuance, sale, or delivery of the Company's equity securities; (xvi) Any declaration of any dividend or any distribution of any shares of its capital stock, or redemption, purchase, or other acquisition of any shares of its capital stock or any grant of an option, warrant, or other right to purchase or acquire any such shares; (xvii) Any amendment, or agreement to amend, the Company's Articles of Incorporation or Bylaws, or any merger or consolidation with, or any agreement to merge or consolidate with, any other corporation, partnership, limited liability company or any other entity; (xviii) Any reduction, or agreement to reduce, the cash or short-term investments of the Company, other than to meet cash needs arising in the ordinary course of business; (xix) Any work interruptions, labor grievances or claims filed, proposed law or regulation or any event of any character, materially adversely affecting the Business or future prospects of the Company; (xx) Any revaluation by the Company of any of its assets; (xxi) Any loan by the Company to any person or entity, or any guaranty by the Company of any loan; or xii. agreement, whether oral or written, by PRCO to do any (xxii) To the best knowledge of the foregoingCompany and the Selling Shareholders, any other than event or condition of any character which materially adversely affects, or reasonably may be expected to so affect, the Purchase Agreementassets of the Company, the Business, or the properties (whether leased or owned) of the Company.

Absence of Certain Changes and Events. Except From January 1, 2011 to the date of this Agreement, the Company has operated its business in the ordinary course of business, and except as set forth in Schedule 4.2(m) hereto, since the date on Section 3.7 of the PRCO Balance SheetSeller Disclosure Schedule, PRCO has conducted its business only in the Ordinary Course of Business, there has not been any material adverse effect on PRCO's business or operations, and there has not been any: i. (a) change in the Company’s authorized or issued capital stock of PRCOshares or other equity interests; grant of any stock option or right to purchase shares of capital stock of PRCOthe Company; issuance of any security convertible into such capital stockshares; grant of any registration rights; purchase, redemption, retirement, retirement or other acquisition by the Company of any shares; or declaration or payment of any dividend or other distribution or payment in with respect of shares of capital stockto any Shares; ii. (b) amendment to the Organizational Governing Documents of PRCOthe Company; iii. (c) damage to or destruction or loss of any asset or property of PRCOthe Company, whether or not covered by insurance insurance, having a replacement cost of more than $10,000 for any single loss or any other event or circumstance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of PRCO$50,000 for all such losses; iv. receipt of notice that any of its substantial customers have terminated or intends to terminate their relationship, which termination would have a material adverse effect on its financial condition, results or operations, business assets or properties of PRCO; v. entry into any transaction (d) sale (other than in the Ordinary Course ordinary course of Business; vi. entry intobusiness), termination of, or receipt of written notice of termination of any (i) license, distributorship, dealer, sales representative, joint venture, credit, or similar agreement, or (ii) contract or transaction; vii. sale, lease, lease or other disposition of any asset or property of PRCO or mortgage, pledge, or imposition of any lien or other encumbrance on any asset or property of PRCOthe Company; viii. cancellation or waiver of any claims or rights with a value to PRCO in excess of $10,000; ix. (e) material change in the accounting methods used by PRCOthe Company; x. accrual (f) declaration, setting aside or payment of any salaries dividend or other distribution in respect of any shares of capital stock of the Company or any repurchase, redemption or other acquisition by the Company of any outstanding shares of capital stock or other securities of, or other ownership interest in, the Company; (g) award or payment of any bonuses to Employees of the Company, or entered into any employment, deferred compensation, severance or similar agreement (nor amended any such agreement) or agreed to increase in salariesthe compensation payable or to become payable by it to any of the Company’s Employees or agreed to increase the coverage or benefits available under any severance pay, compensation termination pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus or bonuses other incentive compensation, insurance, pension or retention other employee benefit plan, payment or hiring arrangement made to, for or with such Employees; (h) making or rescinding of any election relating to taxes or settled or compromised any claim relating to taxes; (i) entry into any Contract, or modification or extension of any Contract; (j) making of any loans, advances or capital contributions to, or investments in, any Person or paid any fees or expenses to the Seller or any director, officer, partner, stockholder or Affiliate of the Seller; (k) mortgage, pledge or Encumbrance incurred upon any properties or assets of the Company; (l) making of, or commitment to make, any consultant capital expenditures or employeecapital additions or betterments; xi. debt (m) issuance, creation, assumption, guarantee, endorsement or incurrence of any other liability incurredor responsibility with respect to (whether directly, other than the PRCO Debenturescontingently, or otherwise) any Indebtedness; (n) grant of any license or sublicense of any rights under or with respect to any material Intellectual Property; (o) institution or settlement of any proceeding involving amounts in excess of $10,000; or xii. agreement(p) Contract, whether oral commitment, arrangement or written, understanding agreed upon or entered into by PRCO the Company to do any of the foregoing, other than the Purchase Agreement.

Absence of Certain Changes and Events. Except as set forth in Schedule 4.2(m) heretoPart 3.16 of the Sorisole Disclosure Letter, since the date of the PRCO Sorisole Balance Sheet, PRCO Sorisole has conducted its Sorisole's business only in the Ordinary Course of Business, there has not been any material adverse effect on PRCO's business or operations, Business and there has not been any: i. (a) change in the Sorisole's authorized or issued capital stock of PRCOstock; grant of any stock option or right to purchase shares of capital stock of PRCOSorisole; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by Sorisole of any shares of any such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of shares of capital stock; ii. (b) amendment to the Organizational Documents of PRCOSorisole; iii. (c) payment or increase by Sorisole of any bonuses, salaries, or other compensation to any stockholder, director, officer, or (except in the Ordinary Course of Business) employee or entry into any employment, severance, or similar Contract with any director, officer, or employee; (d) adoption of, or increase in the payments to or benefits pursuant to, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan for or with any employees of Sorisole; (e) damage to or destruction or loss of any asset or property of PRCOSorisole, whether or not covered by insurance or any other event or circumstanceinsurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of PRCOSorisole, taken as a whole; iv. receipt of notice that any of its substantial customers have terminated or intends to terminate their relationship, which termination would have a material adverse effect on its financial condition, results or operations, business assets or properties of PRCO; v. entry into any transaction other than in the Ordinary Course of Business; vi. (f) entry into, termination of, or receipt of written notice of termination of any (i) any license, distributorship, dealer, sales representative, joint venture, credit, or similar agreement, or (ii) contract any Contract or transactiontransaction involving a total remaining commitment by or to Sorisole of at least $10,000.00; vii. sale(g) sale (other than sales of inventory in the Ordinary Course of Business), lease, or other disposition of any asset or property of PRCO Sorisole or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of PRCOSorisole, including the sale, lease, or other disposition of any of the Sorisole Intellectual Property Assets; viii. (h) cancellation or waiver of any claims or rights with a value to PRCO Sorisole in excess of $10,00010,000.00; ix. (i) material change in the accounting methods used by PRCO; x. accrual or payment of any salaries or other compensation, increase in salaries, compensation or bonuses or retention or hiring of, any consultant or employee; xi. debt or other liability incurred, other than the PRCO DebenturesSorisole; or xii. (j) agreement, whether oral or written, by PRCO Sorisole to do any of the foregoing, other than the Purchase Agreement.

Absence of Certain Changes and Events. Except as set forth in Schedule 4.2(m(a) hereto, since Since the date of the PRCO Company December Balance SheetSheet except as set forth on Schedule 3.20(a), PRCO Company has conducted its business businesses only in the Ordinary Course of Business, there has not been any material adverse effect on PRCO's business or operations, usual and ordinary course consistent with past practice and there has not been any: i. change in the authorized or issued capital stock of PRCO; grant of any stock option or right to purchase shares of capital stock of PRCO; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition (i) declaration or payment of any dividend or other distribution or payment in respect of the shares of capital stockstock of Company or any repurchase or redemption of any such shares of capital stock or other securities; (ii. ) other than in the ordinary course, payment by Company of any bonus or increase of any compensation payable to any shareholder, director, officer or employee or entry into (or amendment to the Organizational Documents of PRCOof) any written employment, severance or similar agreement with any shareholder, director, officer or employee; (iii. damage to ) adoption of or change in any Employee Benefit Plan or labor policy; (iv) damage, destruction or loss of to any material asset or property of PRCOCompany, whether or not covered by insurance or any other event or circumstance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of PRCOinsurance; iv. receipt of notice that any of its substantial customers have terminated or intends to terminate their relationship, which termination would have a material adverse effect on its financial condition, results or operations, business assets or properties of PRCO; v. entry into any transaction other than in the Ordinary Course of Business; vi. (v) entry into, amendment, termination of, or receipt of written notice of termination of any material agreement or other material document or commitment or any material transaction (i) licenseincluding, distributorshipwithout limitation, dealer, sales representative, joint venture, credit, or similar agreement, or (ii) contract or transactionany such relating to capital expenditures); vii. (vi) sale, assignment, conveyance, lease, or other disposition of any asset or property of PRCO Company or mortgage, pledge, or imposition of any material lien or other material encumbrance on any asset or property of PRCOCompany; (vii) incurrence or repayment of any material liability or material obligation (whether absolute or contingent) to any Related Party or, other than current liabilities incurred and obligations under agreements entered into in the ordinary course of business consistent with past practice, to any other person or any discharge or satisfaction of any material lien, claim or encumbrance, other than in the ordinary course of business consistent with past practice; (viii. ) write-down or write-off of the value of any material asset except for write-downs and write-offs in the ordinary course of business consistent with past practice, or any cancellation or waiver of any other material claims or rights with a value to PRCO in excess of $10,000rights; (ix. ) any material change in the business or operations of Company or in the manner of conducting the same or entry by Company into any material transaction, other than in the ordinary course of business; (x) any material change in the accounting methods, principles or practices followed by Company, except as required by GAAP, or any material change in any of the assumptions underlying, or methods used by PRCO; x. accrual or payment of calculating, any salaries bad debt, contingency or other compensation, increase in salaries, compensation reserves or bonuses or retention or hiring of, any consultant or employee; xi. debt or other liability incurred, other than the PRCO Debenturesexpenditures); or xii. (xi) agreement, whether oral or writtennot in writing, by PRCO to do any of the foregoingforegoing by Company. (b) Except as set forth on Schedule 3.20(b), since the date of the Company August Interim Balance Sheet, there has not been any material adverse change in the business, operations, properties, assets, prospects, working capital, or condition (financial or otherwise) ("Material Adverse Change") of Company or any event, condition or contingency that is likely to result in such a Material Adverse Change. (c) Except as previously disclosed in the schedules to this Agreement and as set forth on Schedule 3.20(c), Company does not have any obligation or liability (whether accrued, absolute, contingent, unliquidated or otherwise, whether or not known to Company, whether due or to become due and regardless of when asserted) arising out of transactions entered into at or prior to the Closing, or any action or inaction at or prior to the Closing, or any state of facts existing at or prior to the Closing other than than: (i) liabilities set forth on the Purchase August Interim Balance Sheet (including any notes thereto), (ii) liabilities and obligations which have arisen after the date of the August Interim Balance Sheet in the ordinary course of business (none of which is a liability resulting from breach of contract, breach of warranty, tort, infringement, claim or lawsuit) and (iii) other liabilities and obligations expressly disclosed in the other Schedules to this Agreement.

Absence of Certain Changes and Events. Except as set forth in Schedule 4.2(m) heretoPart 3.16 of the Disclosure Letter, since the date of the PRCO Balance Sheet, PRCO has as of June 30, 1999 as audited in accordance with GAAP consistently applied, the Acquired Companies have conducted its business their businesses only in the Ordinary Course of Business, there has not been any material adverse effect on PRCO's business or operations, Business and there has not been any: i. (a) change in the any Acquired Company's authorized or issued capital stock of PRCOstock; grant of any stock option or right to purchase shares of capital stock of PRCOany Acquired Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by any Acquired Company of any shares of any such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of shares of capital stock; ii. (b) amendment to the Organizational Documents of PRCOany Acquired Company; iii. (c) payment or increase by any Acquired Company of any bonuses, salaries, or other compensation to any stockholder, director, officer, or (except in the Ordinary Course of Business) employee or entry into any employment, severance, or similar Contract with any director, officer, or employee; (d) adoption of, or 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 of any Acquired Company; (e) damage to or destruction or loss of any asset or property of PRCOany Acquired Company, whether or not covered by insurance or any other event or circumstanceinsurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of PRCOthe Acquired Companies, taken as a whole; iv. receipt of notice that any of its substantial customers have terminated or intends to terminate their relationship, which termination would have a material adverse effect on its financial condition, results or operations, business assets or properties of PRCO; v. entry into any transaction other than in the Ordinary Course of Business; vi. (f) entry into, termination of, or receipt of written notice of termination of any (i) any license, distributorship, dealer, sales representative, joint venture, credit, or similar agreement, or (ii) contract any Contract or transactiontransaction involving a total remaining commitment by or to any Acquired Company of at least $1,000; vii. sale(g) sale (other than sales of inventory in the Ordinary Course of Business), lease, or other disposition of any asset or property of PRCO any Acquired Company or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of PRCOany Acquired Company, including the sale, lease, or other disposition of any of the Intellectual Property Assets; viii. (h) cancellation or waiver of any claims or rights with a value to PRCO any Acquired Company in excess of $10,0001,000; ix. (i) material change in the accounting methods used by PRCO; x. accrual or payment of any salaries or other compensation, increase in salaries, compensation or bonuses or retention or hiring of, any consultant or employee; xi. debt or other liability incurred, other than the PRCO DebenturesAcquired Company; or xii. (j) agreement, whether oral or written, by PRCO any Acquired Company to do any of the foregoing, other than the Purchase Agreement.

Absence of Certain Changes and Events. Except as set forth in Schedule 4.2(m) heretothe Metaphor Disclosure Schedule, since the date of the PRCO Balance SheetDecember 31, PRCO 2004, Acquiror has conducted its business only in the Ordinary Course of Business, Business and there has not been any material adverse effect on PRCO's business or operations, and there has not been anyof the following: i. 6.14.1 change in the Acquiror’s authorized or issued capital stock of PRCOstock; grant of any stock option or right to purchase shares of capital stock of PRCOAcquiror; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by Acquiror of any shares of any such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of shares of capital stock; ii. 6.14.2 amendment to the Organizational Documents of PRCOAcquiror; iii. 6.14.3 payment or increase by Acquiror of any bonuses, salaries, or other compensation to any stockholder, director, officer, employee, or independent contractor, or entry into any employment, severance, or similar Contract with any director, officer, employee, or independent contractor; 6.14.4 damage to or destruction or loss of any asset or property of PRCOAcquiror, whether or not covered by insurance or any other event or circumstanceinsurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of PRCOAcquiror, taken as a whole; iv. receipt of notice that any of its substantial customers have terminated or intends to terminate their relationship, which termination would have a material adverse effect on its financial condition, results or operations, business assets or properties of PRCO; v. entry into any transaction other than in the Ordinary Course of Business; vi. 6.14.5 entry into, termination of, or receipt of written notice of termination of any (i) license, distributorship, dealer, sales representative, joint venture, credit, or similar agreement, or (ii) contract Contract or transaction; vii. 6.14.6 sale, lease, or other disposition of any asset or property of PRCO Acquiror or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of PRCOAcquiror, including the sale, lease, or other disposition of any of the Intellectual Property Assets; viii. 6.14.7 cancellation or waiver of any claims or rights with a value to PRCO in excess of $10,000Acquiror; ix. 6.14.8 material change in the accounting methods used by PRCO; x. accrual or payment of any salaries or other compensation, increase in salaries, compensation or bonuses or retention or hiring of, any consultant or employee; xi. debt or other liability incurred, other than the PRCO DebenturesAcquiror; or xii. 6.14.9 agreement, whether oral or written, by PRCO Acquiror to do any of the foregoing, other than the Purchase Agreement.

Absence of Certain Changes and Events. Except as set forth in Schedule 4.2(m) hereto, since From the date of the PRCO ARIAD SWISSCO Balance SheetSheet to the date of this Agreement, PRCO has conducted its the Acquired Companies have operated their business only in the Ordinary Course ordinary course of Business, there has not been any material adverse effect on PRCO's business or operations, and there has not been with respect to any Acquired Company any: i. (a) amendment to its Organizational Documents; (b) change in the its authorized or issued share capital stock of PRCO; grant of any stock option (or right to purchase shares of capital stock of PRCO; issuance of any security convertible into such capital stock; grant of any registration rights; purchaseequivalent), redemptiondeclaration, retirement, or other acquisition setting aside or payment of any a dividend or other distribution (whether in cash, stock or payment property) in respect of any share capital (or equivalent), or issuance, sale, grant, repurchase or redemption of any shares of its share capital stock(or equivalent) or any securities convertible, exchangeable or redeemable for, or any options, warrants or other rights to acquire, any such securities; ii. amendment to (c) incurrence of any Indebtedness in amounts in excess of US Dollars 50,000 individually or US Dollars 500,000 in the Organizational Documents of PRCOaggregate, that would be outstanding immediately following the Closing; iii. (d) sale, lease, license or transfer of, or Encumbrance on, any material portion of its assets other than in the ordinary course of business; (e) damage to to, or destruction or loss of, any of any material asset or property of PRCO, whether or the Acquired Company not covered by insurance or any other event or circumstance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of PRCOinsurance; iv. receipt of notice that (f) except as required by Law, adoption of, material amendment to or material increase in the payments to or benefits under, any of its substantial customers have terminated or intends to terminate their relationship, which termination would have a material adverse effect on its financial condition, results or operations, business assets or properties of PRCOCompany Plan; v. entry into (g) waiver or release of any transaction material right or claim other than in the Ordinary Course ordinary course of Businessbusiness; vi. entry into, termination of, or receipt of written notice of termination of any (ih) license, distributorship, dealer, sales representative, joint venture, credit, or similar agreement, or (ii) contract or transaction; vii. sale, lease, or other disposition of any asset or property of PRCO or mortgage, pledge, or imposition of any lien or other encumbrance on any asset or property of PRCO; viii. cancellation or waiver of any claims or rights with a value to PRCO in excess of $10,000; ix. material change in the accounting methods used by PRCOthe Acquired Companies; x. accrual (i) making or payment rescission of any salaries Tax election, settlement or other compensation, increase in salaries, compensation compromise of any Tax Liability or bonuses or retention or hiring of, amendment of any consultant or employeeTax Return; xi. debt (j) payment, discharge or other satisfaction of any claim, liability incurredor obligation (absolute, accrued, asserted or unasserted, contingent or otherwise of the Acquired Company), other than payments, discharges or satisfactions in the PRCO Debenturesordinary course of business of Liabilities or arising in the ordinary course of business since the date of the ARIAD SWISSCO Balance Sheet; (k) revaluation by the Acquired Company of any of its assets (whether tangible or intangible), including writing down the value of inventory or writing off notes or accounts receivable; (l) loan by the Acquired Company to any Person, or purchase by the Acquired Company of any debt securities of any Person, except for advances to Employees for travel and business expenses in the ordinary course of business; or xii. agreement, whether oral or written, (m) agreement in writing by PRCO any Acquired Company to do any of the foregoing, other than the Purchase Agreement.

Absence of Certain Changes and Events. Except as set forth in Schedule 4.2(m) heretoPart 3.16 of the Disclosure Letter, since the date of the PRCO Balance SheetSheet (September 30, PRCO 1998), the Company has conducted its business businesses only in the Ordinary Course of Business, there has not been any material adverse effect on PRCO's business or operations, Business and there has not been any: i. (a) change in the Company's authorized or issued capital stock of PRCOstock; grant of any stock option or right to purchase shares of capital stock of PRCOthe Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by the Company of any shares of any such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of shares of capital stock; ii. (b) amendment to the Organizational Documents of PRCOthe Company; iii. (c) payment or increase by the Company of any bonuses, salaries, or other compensation to any stockholder, director, officer, or (except in the Ordinary Course of Business and authorized prior to December 31, 1998) employee or entry into any employment, severance, or similar Contract with any director, officer, or employee; (d) adoption of, or 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 of the Company; (e) damage to or destruction or loss of any asset or property of PRCOthe Company, whether or not covered by insurance or any other event or circumstanceinsurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of PRCOthe Company; iv. receipt of notice that any of its substantial customers have terminated or intends to terminate their relationship, which termination would have a material adverse effect on its financial condition, results or operations, business assets or properties of PRCO; v. entry into any transaction other than in the Ordinary Course of Business; vi. (f) entry into, termination of, or receipt of written notice of termination of any (i) any license, distributorship, dealer, sales representative, joint venture, credit, or similar agreement, or (ii) contract any Contract or transactiontransaction involving a total remaining commitment by or to the Company of at least $25,000; vii. sale(g) sale (other than sales of inventory in the Ordinary Course of Business), lease, or other disposition of any asset or property of PRCO the Company or mortgage, pledge, or imposition of any lien or other encumbrance on any Material asset or property of PRCOthe Company, including the sale, lease, or other disposition of any of the Intellectual Property Assets; viii. (h) cancellation or waiver of any claims or rights with a value to PRCO the Company in excess of $10,000; ix. material (i) Material change in the accounting methods used by PRCO; x. accrual or payment of any salaries or other compensation, increase in salaries, compensation or bonuses or retention or hiring of, any consultant or employee; xi. debt or other liability incurred, other than the PRCO DebenturesCompany; or xii. (j) agreement, whether oral or written, by PRCO the Company to do any of the foregoing, other than the Purchase Agreement.

Absence of Certain Changes and Events. Except as set forth in Schedule 4.2(m) hereto3.16 of the JJMA Disclosure Schedules, since the date of the PRCO Balance SheetDecember 31, PRCO 2003, JJMA has conducted its business only in the Ordinary Course of Business, there has not been any material adverse effect on PRCO's business or operations, Business and there has not been any: i. (a) change in the JJMA’s authorized or issued capital stock of PRCOstock; grant of any stock option or right to purchase shares of capital stock or other equity interest of PRCOJJMA; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by JJMA of any shares of any such capital stock; or payment declaration of any dividend or other distribution or any payment in respect of shares of capital stock; ii. (b) amendment to the Organizational Documents of PRCOJJMA; iii. (c) payment or increase by JJMA of any bonuses, salaries, or other compensation to any stockholder, director, officer or executive employee of Vice President level or higher (other than base salary) or entry into any employment, severance, or similar Contract with any director, officer, or executive employee; (d) adoption of, or an amendment or modification resulting in an 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 of JJMA; (e) damage to or destruction or loss of any asset or property Asset of PRCOJJMA, whether or not covered by insurance or any other event or circumstance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of PRCO; iv. receipt of notice that any of its substantial customers have terminated or intends to terminate their relationshipinsurance, which termination has had or would reasonably be expected to have a material adverse effect Material Adverse Effect on its financial condition, results or operations, business assets or properties of PRCO;JJMA. v. entry into any transaction other than (f) except in the Ordinary Course of Business; vi. , entry into, termination of, or receipt of written notice of termination or acceleration of any (i) any material license, distributorship, dealer, sales representative, joint venture, credit, or similar agreement, or (ii) contract any Contract or transactiontransaction involving a total remaining commitment by or to JJMA of at least $100,000; vii. (g) except in the Ordinary Course of Business, sale, lease, or other disposition of any asset or property material Asset of PRCO or mortgage, pledge, or imposition of any lien or other encumbrance on any asset or property of PRCOJJMA; viii. (h) cancellation or waiver of any claims or rights with a value to PRCO JJMA in excess of $10,00050,000; ix. (i) material change in the accounting methods used by PRCOJJMA or any change (whether material or not) not in conformity with GAAP; or (j) capital expenditures or commitments therefor in any fiscal year (or portion thereof) aggregating more than $750,000; x. accrual (k) commitment made to, or liability incurred to, any labor organization; (l) capital investment in, any loan to, or any acquisition of the securities, Assets (except for Assets acquired in the Ordinary Course of Business) or the business of, any other Person (or series of related capital investments, loans, and acquisitions); (m) issuance of any note, bond, or other debt security or creation, incurrence, assumption, or guaranty of any indebtedness for borrowed money or capitalized lease obligation; (n) amendment, cancellation, compromise, waiver, or release of any right or claim (or series of related rights and claims) outside the Ordinary Course of Business or any acceleration of collection of accounts receivable or delay or postponement in payment of accounts payable or other liabilities; (o) declaration, set aside, or payment of any salaries dividend or any distribution with respect to its capital stock (whether in cash or in kind) or redemption, purchase, or acquisition of any of its capital stock, or grant to any Person of any option or other compensation, increase in salaries, compensation right to acquire any shares of capital stock or bonuses or retention or hiring of, any consultant or employeeother securities of JJMA; xi. debt (p) entering into employment contracts, written or other liability incurredoral, or modification of the terms of any existing contracts or agreements, other than “at-will” employment contracts with normal severance terms in accordance with JJMA’s policies and past practice; (q) modification of any retention, severance or incentive agreement related to the PRCO DebenturesContemplated Transactions; (r) making of any material Tax election or settlement of any material Tax liability (other than the payment of Taxes required on or before their due date); (s) write down of the value of any Assets of JJMA or write-off as uncollectible any notes or accounts receivable, except write-offs in the ordinary course of business, none of which, individually or in the aggregate, are material; (t) any liens or Encumbrances imposed on JJMA’s Assets; (u) settlement, compromise or commencement of any Proceeding; (v) entering into of any Contract outside the Ordinary Course of Business; or xii. agreement, whether oral or written, (w) agreement by PRCO JJMA to do any of the foregoing, other than the Purchase Agreement.

Absence of Certain Changes and Events. Except as set forth in Schedule 4.2(m) heretoSince the Balance Sheet ------------------------------------- Date, since the date of the PRCO Balance Sheet, PRCO Company has conducted its business operations only in the Ordinary Course of Business and there has not, except in the Ordinary Course of Business, there has not been any material adverse effect on PRCO's business or operations, and there has not been any: i. (a) change in the authorized or issued capital stock of PRCOthe Company; grant of any stock option or right to purchase shares of capital stock of PRCOthe Company; issuance of any security convertible into such capital stock; grant of any registration rights; issuance or sale of any securities of any class; purchase, redemption, retirement, or other acquisition by the Company of any shares of any such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of shares of capital stock; ii. (b) amendment to the Organizational Documents of PRCOthe Company; iii. damage to (c) payment or destruction or loss of any asset or property of PRCO, whether or increase not covered by insurance or any other event or circumstance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of PRCO; iv. receipt of notice that any of its substantial customers have terminated or intends to terminate their relationship, which termination would have a material adverse effect on its financial condition, results or operations, business assets or properties of PRCO; v. entry into any transaction other than in the Ordinary Course of BusinessBusiness by the Company or its subsidiaries of any bonuses, salaries, or other compensation to any director, officer, or employee; vi. (d) entry intointo any employment, termination severance, or similar material Contract with any director, officer, or employee, or the adoption of, or receipt of written notice of termination of increase in the payments to or benefits under, any (i) licenseprofit sharing, distributorshipbonus, dealerdeferred compensation, sales representativesavings, joint ventureinsurance, creditpension, or similar agreement, or (ii) contract or transaction; vii. sale, leaseretirement, or other disposition employee benefit plan for or with any employees of any asset or property of PRCO or mortgage, pledge, or imposition of any lien or other encumbrance on any asset or property of PRCOthe Company; viii. cancellation or waiver of any claims or rights with a value to PRCO in excess of $10,000; ix. (e) material change in the accounting methods or principles used by PRCOthe Company; x. accrual (f) money borrowed or payment bonds, debentures, notes or other corporate securities of any salaries class issued or other compensationsold, increase including without limitation, those evidencing borrowed money, or payments prepaid or accelerated under any of the foregoing, or payments made in salaries, compensation or bonuses or retention or hiring of, any consultant or employee; xi. debt or other liability incurred, respect thereof other than the PRCO Debenturesin accordance with regularly scheduled payments; or xii. (g) agreement, whether oral or written, by PRCO the Company to do any of the foregoing, other than the Purchase Agreement.

Absence of Certain Changes and Events. Except as set forth in Schedule 4.2(m) heretoAttachment 3.16 to this Agreement, since January 1, 2008, the date Acquired Companies have conducted their businesses in a manner consistent with past practices and that does not materially and adversely affect the properties, assets, business, financial condition of the PRCO Balance Sheet, PRCO has conducted its business only in the Ordinary Course of Business, there has not been any material adverse effect on PRCO's business or operationsAcquired Companies, and there has not been any: i. change in the authorized or issued capital stock of PRCO; grant of any stock option or right to purchase shares of capital stock of PRCO; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition (a) declaration or payment of any dividend or other distribution or payment in respect of shares of capital stockstock of any Acquired Company; ii. amendment (b) payment or increase by any Acquired Company of any bonuses, salaries, or other compensation to any stockholder, director, officer, or employee not consistent with past practices except for amounts accrued and reflected in the Organizational Documents Financial Statements or execution of PRCOany employment, severance, or similar Contract with any director, officer, or employee; iii. (c) adoption of, or 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 of any Acquired Company not consistent with past practices; (d) damage to or destruction or loss of any material asset or property of PRCOany Acquired Company, whether or not covered by insurance or any other event or circumstanceinsurance, materially and adversely affecting the properties, assets, business, financial condition, condition or prospects of PRCOthe Acquired Companies, taken as a whole; iv. receipt of notice that (e) any agreement or arrangement made between or among any Acquired Company and any of its substantial customers have terminated or intends to terminate their relationship, which termination would have a material adverse effect on its financial condition, results or operations, business assets or properties of PRCOthe SELLERS; v. entry into any transaction other than in the Ordinary Course of Business; vi. entry into, termination of, or receipt of written notice of termination of any (if) license, distributorship, dealer, sales representative, joint venture, credit, or similar agreement, or (ii) contract or transaction; vii. sale, lease, or other disposition of any asset or property of PRCO any Acquired Company or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of PRCOany Acquired Company not consistent with past practices; viii. (g) cancellation or waiver of any claims or rights with a value to PRCO in excess any Acquired Company outside the ordinary course of $10,000business consistent with past practices; ix. (h) material change in the accounting methods used by PRCO; x. accrual or payment of any salaries or other compensation, increase in salaries, compensation or bonuses or retention or hiring of, any consultant or employee; xi. debt or other liability incurred, other than the PRCO DebenturesAcquired Company; or xii. (i) agreement, whether oral or written, by PRCO any Acquired Company to do any of the foregoing, other than the Purchase Agreement.

Absence of Certain Changes and Events. Except as set forth in Schedule 4.2(m) hereto3.16 hereof or called for under the terms of this Agreement, since from January 1, 2003 through the date of Closing Date, the PRCO Balance Sheet, PRCO has Companies have conducted its business their Business only in the Ordinary Course of Business, there has not been any material adverse effect on PRCO's business or operations, Business and there has not been any: i. (a) change in the Companies' authorized or issued capital stock of PRCOor membership interests, as applicable; grant of any stock option option, warrant or right to purchase shares of capital stock or membership interests, as applicable, of PRCOthe Companies; issuance of any security or instrument convertible into or exchangeable for such capital stockstock or membership interests, as applicable; grant of any registration rights; purchase, redemption, retirement, or other acquisition by any of the Companies of any shares of any such capital stock or membership interests, as applicable; or declaration or payment of any dividend or other distribution or payment in respect of shares of capital stockstock or membership interests, as applicable; ii. (b) amendment to the Organizational Documents of PRCOany of the Companies; iii. (c) any increase by the Companies of any bonuses, salaries, or other compensation to any director, officer or Employee of the Company, or entry into any employment, severance, or similar Contract between either of the Companies and any director, officer, agent, independent contractor or Employee, except as set forth in the 2003 Budget; (d) except in the Ordinary Course of Business or as otherwise set forth in the 2003 Budget, adoption of, or 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 of the Companies; (e) uninsured damage to or destruction or loss of any asset or property of PRCO, whether or not covered by insurance or any other event or circumstance, the Companies which has materially and adversely affecting affected the properties, assets, business, financial condition, or prospects of PRCOany one of the Companies, taken as a whole; iv. receipt of notice that any of its substantial customers have terminated or intends to terminate their relationship, which termination would have a material adverse effect on its financial condition, results or operations, business assets or properties of PRCO; v. entry into any transaction other than (f) except in the Ordinary Course of Business; vi. , entry into, termination of, or receipt of written notice of termination of any (i) any license, distributorship, dealer, sales representative, joint venture, credit, or similar agreement, or (ii) contract any Contract or transactiontransaction involving a total remaining commitment by or to either Company of at least $50,000; vii. (g) except in the Ordinary Course of Business, sale, lease, or other disposition of any asset or property of PRCO the Companies, or mortgage, pledgemortgage or pledge of any asset or property of the Companies, or imposition of any lien or other encumbrance on any asset or property of PRCOthe Companies (except for Permitted Encumbrances), including the sale, lease, or other disposition of any of the Intellectual Property Assets; viii. (h) except in the Ordinary Course of Business, cancellation or waiver of any claims Claims or rights with a value to PRCO the Companies in excess of $10,00050,000; ix. (i) material change in the accounting methods used by PRCO; x. accrual or payment of any salaries or other compensation, increase in salaries, compensation or bonuses or retention or hiring of, any consultant or employee; xi. debt or other liability incurred, other than the PRCO DebenturesCompanies; or xii. agreement(j) Contract, whether oral or written, by PRCO any of Companies or IESG to do any of the foregoing, other than the Purchase Agreement.

Absence of Certain Changes and Events. Except as set forth in Schedule 4.2(m) heretoPart 3.16 of the Disclosure Letter, since the date of the PRCO Balance Sheet, PRCO has the Acquired Companies have conducted its business their businesses only in the Ordinary Course of Business, there has not been any material adverse effect on PRCO's business or operations, Business and there has not been any: i. a. change in the any Acquired Company’s authorized or issued capital stock of PRCOstock; grant of any stock option or right to purchase shares of capital stock of PRCOany Acquired Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by any Acquired Company of any shares of any such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of shares of capital stock; ii. b. amendment to the Organizational Documents of PRCOany Acquired Company; iii. c. payment or increase by any Acquired Company of any bonuses, salaries, or other compensation to any stockholder, director, officer, or (except in the Ordinary Course of Business) employee or entry into any employment, severance, or similar Contract with any director, officer, or employee; d. adoption of, or 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 of any Acquired Company; e. damage to or destruction or loss of any asset or property of PRCOany Acquired Company, whether or not covered by insurance or any other event or circumstanceinsurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of PRCOthe Acquired Companies, taken as a whole; iv. receipt of notice that any of its substantial customers have terminated or intends to terminate their relationship, which termination would have a material adverse effect on its financial condition, results or operations, business assets or properties of PRCO; v. entry into any transaction other than in the Ordinary Course of Business; vi. f. entry into, termination of, or receipt of written notice of termination of any (i) any license, distributorship, dealer, sales representative, joint venture, credit, or similar agreement, or (ii) contract any Contract or transactiontransaction involving a total remaining commitment by or to any Acquired Company of at least $10,000; vii. saleg. sale (other than sales of inventory in the Ordinary Course of Business), lease, or other disposition of any asset or property of PRCO any Acquired Company or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of PRCOany Acquired Company, including the sale, lease, or other disposition of any of the Intellectual Property Assets; viii. h. cancellation or waiver of any claims or rights with a value to PRCO any Acquired Company in excess of $10,000; ix. i. material change in the accounting methods used by PRCO; x. accrual or payment of any salaries or other compensation, increase in salaries, compensation or bonuses or retention or hiring of, any consultant or employee; xi. debt or other liability incurred, other than the PRCO DebenturesAcquired Company; or xii. j. agreement, whether oral or written, by PRCO any Acquired Company to do any of the foregoing, other than the Purchase Agreement.

Absence of Certain Changes and Events. Except as set forth in Schedule 4.2(m) hereto, since For the period from the date of the PRCO Balance SheetSheet to the date hereof, PRCO the Company has conducted its business only in the Ordinary Course of Business, there has not been any material adverse effect on PRCO's business or operations, Business and there has not been any: i. (a) change in the Company's authorized or issued capital stock of PRCOstock; grant of any stock option or right to purchase shares of capital stock of PRCOthe Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by the Company of any shares of any such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of shares of capital stock; ii. (b) amendment to the Organizational Documents of PRCOthe Company; iii. (c) payment or increase by the Company of any bonuses, salaries, or other compensation to any shareholder, director, officer, or (except in the Ordinary Course of Business) employee or any entry into any employment, severance, or similar Contract with any director, officer, or employee; (d) adoption of, or 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 of the Company; (e) damage to or destruction or loss of any asset or property of PRCOthe Company, whether or not covered by insurance or any other event or circumstanceinsurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of PRCOthe Company, taken as a whole; iv. receipt of notice that any of its substantial customers have terminated or intends to terminate their relationship, which termination would have a material adverse effect on its financial condition, results or operations, business assets or properties of PRCO; v. entry into any transaction other than in the Ordinary Course of Business; vi. (f) entry into, termination of, or receipt of written notice of termination of any (i) any material license, distributorship, dealer, sales representative, joint venture, credit, or similar agreement, or (ii) contract any Contract or transactiontransaction involving a total remaining commitment by or to the Company of at least $25,000, other than purchase orders given or received by the Company for the purchase or sale of inventory in the Ordinary Course of Business; vii. sale(g) sale (other than sales of inventory in the Ordinary Course of Business), lease, or other disposition of any material asset or property of PRCO the Company or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of PRCOthe Company, including the sale, lease, or other disposition of any of the material intellectual property assets of the Company; viii. (h) cancellation or waiver in writing of any claims or rights with a value to PRCO the Company in excess of $10,00025,000 except to the extent reserved for in the Balance Sheet or Interim Balance Sheet, or that will be reserved for in the Closing Balance Sheet; ix. (i) material change in the accounting methods used by PRCO; x. accrual or payment of any salaries or other compensation, increase in salaries, compensation or bonuses or retention or hiring of, any consultant or employee; xi. debt or other liability incurred, other than the PRCO DebenturesCompany; or xii. (j) written agreement, whether oral or written, by PRCO the Company to do any of the foregoing, other than the Purchase Agreement.

Absence of Certain Changes and Events. Except as set forth in Schedule 4.2(m) heretoPart 3.16 of the Disclosure Letter, since July 1, 1997, the date of the PRCO Balance Sheet, PRCO Company has conducted its business the Business only in the Ordinary Course of Business, there has not been any material adverse effect on PRCO's business or operations, and there has not been any: i. (a) change in the Company's authorized or issued capital stock of PRCOstock; grant of any stock option or right to purchase shares of capital stock of PRCOthe Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by the Company of any shares of any such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of shares of capital stock; ii. (b) amendment to the Organizational Documents of PRCOthe Company; iii. (c) payment or increase by the Company of any bonuses, salaries, or other compensation to any stockholder, director, officer, or (except in the Ordinary Course of Business) employee or entry into any employment, severance, or similar Contract with any director, officer, or employee; (d) adoption of, or 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 of the Company; (e) damage to or destruction or loss of any asset or property of PRCOthe Company, whether or not covered by insurance or any other event or circumstanceinsurance, materially and adversely affecting the properties, assets, business, or financial conditioncondition of the Company, or prospects of PRCOtaken as a whole; iv. receipt of notice that any of its substantial customers have terminated or intends to terminate their relationship, which termination would have a material adverse effect on its financial condition, results or operations, business assets or properties of PRCO; v. entry into any transaction other than in the Ordinary Course of Business; vi. (f) entry into, termination of, or receipt of written notice of termination of any (i) any license, distributorship, dealer, sales representative, joint venture, credit, or similar agreement, or (ii) contract ), except in the Ordinary Course of Business, any Contract or transactiontransaction involving a total remaining commitment by or to the Company of at least $10,000; vii. sale(g) sale (other than sales of inventory in the Ordinary Course of Business), lease, or other disposition of any asset or property of PRCO the Company or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of PRCOthe Company, including the sale, lease, or other disposition of any of the Intellectual Property Assets; viii. (h) cancellation or waiver of any claims or rights with a value to PRCO the Company in excess of $10,000; ix. (i) material change in the accounting methods used by PRCO; x. accrual or payment of any salaries or other compensation, increase in salaries, compensation or bonuses or retention or hiring of, any consultant or employee; xi. debt or other liability incurred, other than the PRCO DebenturesAcquired Company; or xii. (j) agreement, whether oral or written, by PRCO the Company to do any of the foregoing, other than the Purchase Agreement.

Absence of Certain Changes and Events. Except as set forth in Schedule 4.2(m) heretoPart 4.15 of the Parent Disclosure Schedule, since the date of the PRCO Balance SheetCompany Audited Financial Statements, PRCO has the Acquired Companies have conducted its business their businesses only in the Ordinary Course of Business, there has not been any material adverse effect on PRCO's business or operations, Business and there has not been any: i. change in the authorized (a) payment or issued capital stock of PRCO; grant increase by any Acquired Company of any stock option or right to purchase shares of capital stock of PRCO; issuance of any security convertible into such capital stock; grant of any registration rights; purchasebonuses, redemption, retirementsalaries, or other acquisition compensation to any shareholder (other than by way of lawful distribution) or payment (except in the Ordinary Course of Business) employee or entry into any employment, severance, or similar Contract with any director, officer, or employee; (b) adoption of, or increase in the payments to or benefits under, any Employee Benefit Plan for or with any employees of any dividend or other distribution or payment in respect of shares of capital stockAcquired Company; ii. amendment to the Organizational Documents of PRCO; iii. (c) damage to or destruction or loss of any asset or property of PRCOany Acquired Company, whether or not covered by insurance or any other event or circumstanceinsurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of PRCOthe Acquired Companies, taken as a whole; iv. receipt of notice that any of its substantial customers have terminated or intends to terminate their relationship, which termination would have a material adverse effect on its financial condition, results or operations, business assets or properties of PRCO; v. entry into any transaction other than in the Ordinary Course of Business; vi. (d) entry into, termination of, or receipt of written notice of termination of any (i) any license, distributorship, dealer, sales representative, joint venture, credit, or similar agreement, or (ii) contract any Contract or transactiontransaction involving a total remaining commitment by or to any Acquired Company of at least US $50,000; vii. (e) other disposition of any asset or property of any Acquired Company or mortgage, pledge, or imposition of any Encumbrance on any material asset or property of any Acquired Company, including the sale, lease, or other disposition of any asset or property of PRCO or the Intellectual Property Assets, which disposition, mortgage, pledgepledge or Encumbrances is reasonably likely to have a material adverse effect on the Acquired Companies, or imposition of any lien or other encumbrance on any asset or property of PRCOtaken as a whole; viii. (f) cancellation or waiver of any claims or rights with a value to PRCO any Acquired Company in excess of US $10,00050,000; ix. (g) material change in the accounting methods used by PRCO; x. accrual or payment any Acquired Company except as otherwise provided in Section 7.7 of any salaries or other compensation, increase in salaries, compensation or bonuses or retention or hiring of, any consultant or employee; xi. debt or other liability incurred, other than the PRCO Debenturesthis Agreement; or xii. agreement, whether oral or written, (h) entry into any Contract by PRCO any Acquired Company to do any of the foregoing, other than the Purchase Agreement.

Absence of Certain Changes and Events. Except as set forth in Schedule 4.2(m) hereto4.13 of the Disclosure Letter, since the date of the PRCO Buyer’s Balance Sheet, PRCO the Buyer has conducted its business businesses only in the Ordinary Course of Business, there has not been any material adverse effect on PRCO's business or operations, Business and there has not been any: i. change 1) Change in the authorized or issued capital stock of PRCOthe Buyer; grant of any stock option or right to purchase shares of capital stock of PRCOthe Buyer; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by the Buyer of any shares of any such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of shares of capital stock; ii. amendment 2) Amendment to the Organizational Documents of PRCOthe Buyer; iii. damage to 3) Payment or destruction or loss increase by the Buyer of any asset or property of PRCObonuses, whether or not covered by insurance or any other event or circumstance, materially and adversely affecting the properties, assets, business, financial conditionsalaries, or prospects of PRCO; iv. receipt of notice that other compensation to any of its substantial customers have terminated stockholder, director, officer, or intends to terminate their relationship, which termination would have a material adverse effect on its financial condition, results or operations, business assets or properties of PRCO; v. entry into any transaction other than (except in the Ordinary Course of Business) employee or entry into any employment, severance, or similar Contract with any director, officer, or employee; vi. entry 4) Adoption of, or 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 of the Buyer; 5) Cancellation or waiver of any claims or rights with a value to the Buyer in excess of $10,000; 6) Entry into, termination of, or receipt of written notice of termination of any (i) license, distributorship, dealer, sales representative, joint venture, credit, Contract or similar agreement, transaction involving a total remaining commitment by or (ii) contract or transactionto the Buyer of at least $10,000; vii. sale7) Material change in the accounting methods used by the Buyer; 8) Sale (other than sales of inventory, products and services in the Ordinary Course of Business), lease, or other disposition of any asset or property of PRCO the Buyer or mortgage, pledge, or imposition of any lien or other encumbrance Encumbrance on any material asset or property of PRCOthe Buyer, including the sale, lease or other disposition of any of the Intellectual Property; viii. cancellation or waiver of any claims or rights with a value to PRCO in excess of $10,000; ix. material change in the accounting methods used by PRCO; x. accrual or payment of any salaries or other compensation, increase in salaries, compensation or bonuses or retention or hiring of, any consultant or employee; xi. debt or other liability incurred, other than the PRCO Debentures; or xii. agreement9) Agreement, whether oral or written, by PRCO the Buyer to do any of the foregoing, other than the Purchase Agreement.

Absence of Certain Changes and Events. Except as set forth in Schedule 4.2(m) heretoPart 2.17 of the Disclosure Letter, since the date of the PRCO Balance SheetAugust 31, PRCO has conducted its business only in the Ordinary Course of Business, there has not been any material adverse effect on PRCO's business or operations, and 2001 there has not been any: i. (a) change in the any Acquired Company's authorized or issued capital stock of PRCOstock; grant of any stock option or right to purchase shares of capital stock of PRCOany Acquired Company; issuance of any security convertible into such capital stock; grant of any registration rights; or purchase, redemption, retirement, or other acquisition or payment by any Acquired Company of any dividend or other distribution or payment in respect of shares of any such capital stock; ii. (b) amendment to the Organizational Documents of PRCOany Acquired Company; iii. (c) payment or increase by any Acquired Company of any bonuses, salaries, or other compensation to any Seller, stockholder, director, officer, or (except in the Ordinary Course of Business) employee or entry into any employment, severance, or similar Contract with any director, officer, or employee; (d) discharge or satisfaction of any Encumbrance, or payment of any obligation or liability (fixed or contingent) other than liabilities included in the Balance Sheet and current liabilities incurred since the date of the Balance Sheet in the Ordinary Course of Business as reflected on the Closing Balance Sheet; (e) adoption of, or 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 of any Acquired Company; (f) damage to or destruction or loss of any asset or property of PRCOany Acquired Company, whether or not covered by insurance or any other event or circumstanceinsurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of PRCOany of the Acquired Companies; iv. receipt of notice that any of its substantial customers have terminated or intends to terminate their relationship, which termination would have a material adverse effect on its financial condition, results or operations, business assets or properties of PRCO; v. (g) entry into any transaction other than in the Ordinary Course of Business; vi. entry into, termination of, or receipt of written notice of termination of any (i) any license, distributorship, dealer, sales representative, joint venture, credit, or similar agreement, or (ii) contract or transactionany Applicable Contract outside the Ordinary Course of Business; vii. (h) termination of, or receipt of notice of termination of (i) any license, sales representative, joint venture, credit, or similar agreement or (ii) any Applicable Contract or transaction involving a total remaining commitment by any Acquired Company of at least $100,000.00; (i) sale, lease, or other disposition of any asset of any Acquired Company other than sales of inventory in the Ordinary Course of Business or property dispositions of PRCO minor items of personal property, the cumulative effect of which is not material to any Acquired Company, or mortgage, pledge, or imposition of any lien or other encumbrance Encumbrance on any material asset or property of PRCOany Acquired Company; viii. (j) cancellation or waiver of any claims or rights with a value to PRCO any Acquired Company in excess of $10,000100,000.00, except for lien releases given in the Ordinary Course of Business; ix. (k) material change in the accounting methods used by PRCO; x. accrual or payment of any salaries or other compensation, increase in salaries, compensation or bonuses or retention or hiring of, any consultant or employee; xi. debt or other liability incurred, other than the PRCO DebenturesAcquired Company; or xii. (l) agreement, whether oral or written, by PRCO any Acquired Company to do any of the foregoing, other than the Purchase Agreement.

Absence of Certain Changes and Events. Except as set forth in on Section 3.16 of the Seller Disclosure Schedule 4.2(m) hereto, since the date of the PRCO Balance SheetAudited Statements, PRCO has the Acquired Companies have conducted its business their businesses only in the Ordinary Course ordinary course of Business, there has not been any material adverse effect on PRCO's business or operations, and there has not been any: i. change in the authorized or issued capital stock of PRCO; grant of any stock option or right to purchase shares of capital stock of PRCO; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition (a) declaration or payment of any dividend or other distribution or payment in respect of shares of capital stockstock of any Acquired Company, other than distributions required to permit Sellers to pay federal and state income taxes at the highest federal, state and local income tax rates plus 1% on their Pro Rata Share of the Acquired Companies’ taxable income for 2007; (b) (i) payment or increase by any Acquired Company of any bonuses, salaries, or other compensation to any stockholder, director, officer, or employee, except for amounts accrued and reflected in the Interim Statements or as set forth in the Projections or payments or increases in employee salaries in the ordinary course of business consistent with past practice or (ii. amendment to the Organizational Documents of PRCO) entry into any employment, severance, or similar Contract with any director, officer, or employee; iii. (c) adoption of, or 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 of any Acquired Company; (d) damage to or destruction or loss of any asset or property of PRCOany Acquired Company, whether or not covered by insurance or any other event or circumstanceinsurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of PRCO; iv. receipt of notice that any of its substantial customers have terminated or intends to terminate their relationship, which termination would have a material adverse effect on its financial condition, results or operations, business assets or properties of PRCOMaterial Adverse Effect; v. entry into any transaction other than in the Ordinary Course of Business; vi. (e) entry into, termination of, or receipt of written notice of termination of any (i) any license, distributorship, dealer, sales representative, joint venture, credit, bank credit or similar agreementContract, or (ii) contract any other Contract or transactiontransaction involving a total remaining commitment by or to any Acquired Company of at least $100,000; vii. (f) any Contract made between or among any Acquired Company and either of the Sellers, except with respect to the transfer or conveyance of the Excluded Assets; (g) sale, lease, or other disposition of any material asset or property of PRCO any Acquired Company or mortgage, pledge, or imposition of any lien or other encumbrance Encumbrance (other than a Permitted Encumbrance) on any material asset or property of PRCOany Acquired Company, except with respect to the transfer or conveyance of the Excluded Assets and other sales of inventory, consumption of disposables and collections of receivables in the ordinary course of business; viii. (h) cancellation or knowing waiver of any claims or rights with a value to PRCO any Acquired Company in excess of $10,00025,000; ix. (i) material change in the accounting methods used by PRCO; x. accrual or payment of any salaries or other compensationAcquired Company, increase except as set forth in salaries, compensation or bonuses or retention or hiring of, any consultant or employee; xi. debt or other liability incurred, other than the PRCO Debenturesnotes to the Audited Statements; or xii. (j) agreement, whether oral or written, by PRCO any Acquired Company to do any of the foregoing, other than the Purchase Agreement.

Absence of Certain Changes and Events. Except as set forth in Schedule 4.2(m) heretoSection 3.13 of the Disclosure Letter, since its inception, the date of the PRCO Balance Sheet, PRCO Company has conducted its business only in the Ordinary Course of Business, there has not been any material adverse effect on PRCO's business or operations, Business and there has not been any: i. (a) change in the Company's authorized or issued capital stock of PRCOunits; grant of any stock option or right to purchase shares units of capital stock of PRCOthe Company; issuance of any security convertible into such capital stockunits or membership interests; grant of any registration rights; purchase, redemption, retirement, or other acquisition by the Company of any units or membership interests of the Company; or declaration or payment of any dividend or other distribution or payment in respect of shares of capital stockunits; ii. (b) amendment to the Organizational Documents of PRCOthe Company; iii. (c) payment or increase by the Company of any bonuses, salaries, or other compensation to any stockholder, director, officer, member, manager, or employee or entry into any employment, severance, or similar Contract with any of the foregoing; (d) damage to or destruction or loss of any asset or property of PRCOthe Company, whether or not covered by insurance or any other event or circumstanceinsurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of PRCOthe Company, taken as a whole; iv. receipt (e) except the Gas Contract (as defined in the Burlington Purchase Agreement) that was terminated in connection with the termination of notice that any the Trust, or as disclosed in Section 3.13(e) of its substantial customers have terminated or intends to terminate their relationshipthe Disclosure Letter, which termination would have a material adverse effect on its financial condition, results or operations, business assets or properties of PRCO; v. entry into of any Contract or transaction other than in that continues after the Ordinary Course of Business; vi. entry intoClosing or, termination of, or receipt of written notice of termination of any (i) licenseContract or transaction which would have continued after the Closing, distributorship, dealer, sales representative, joint venture, credit, or similar agreement, or (ii) contract or transactionbut for such termination; vii. (f) sale, lease, or other disposition of any asset or property of PRCO the Company or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of PRCOthe Company; viii. (g) except to the extent canceled or waived in connection with the closing of the transactions described in the Burlington Purchase Agreement and in connection with the termination of the Trust, cancellation or waiver of any claims or rights with a value to PRCO in excess of $10,000which would otherwise continue after the Closing; ix. (h) material change in the accounting methods used by PRCOthe Company; x. accrual or payment of (i) any salaries or other compensation, increase election not to participate in salaries, compensation or bonuses or retention or hiring of, any consultant or employee; xi. debt or other liability incurred, other than operation proposed to be conducted with respect to the PRCO DebenturesAssets; or xii. (j) agreement, whether oral or written, by PRCO the Company to do any of the foregoing, other than the Purchase Agreement.

Absence of Certain Changes and Events. Except as set forth in Schedule 4.2(m) heretoPart 3.15 of the Disclosure Letter, since the date of the PRCO Interim Balance Sheet, PRCO the Company has conducted its business businesses only in the Ordinary Course of Business, there has not been any material adverse effect on PRCO's business or operations, Business and there has not been any: i. (a) change in the Company's authorized or issued capital stock of PRCOstock; grant of any stock option or right to purchase shares of capital stock of PRCOthe Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by the Company of any shares of any such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of shares of capital stock; ii. (b) amendment to the Organizational Documents of PRCOthe Company; iii. (c) payment or increase by the Company of any bonuses, salaries, or other compensation to any stockholder, director, officer, or (except in the Ordinary Course of Business) Employee or entry into any employment, severance, or similar Contract by the Company with any Employee; (d) adoption of, or increase in the payments to or benefits under, any Company Employee Plan for or with any Employees; (e) damage to or destruction or loss of any asset or property of PRCOthe Company, whether or not covered by insurance or any other event or circumstanceinsurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of PRCOthe Company; iv. receipt of notice that any of its substantial customers have terminated or intends to terminate their relationship, which termination would have a material adverse effect on its financial condition, results or operations, business assets or properties of PRCO; v. entry into any transaction other than in the Ordinary Course of Business; vi. (f) entry into, termination of, or receipt of written notice of termination of any (i) any license, distributorship, dealer, sales representative, joint venture, credit, or similar agreement, or (ii) contract any Contract or transactiontransaction involving a total remaining commitment by or to the Company of at least $20,000; vii. sale(g) sale (other than sales of inventory in the Ordinary Course of Business), lease, or other disposition of any asset or property of PRCO the Company or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of PRCOthe Company, including the sale, lease, or other disposition of any of the Intellectual Property Assets; viii. (h) cancellation or waiver of any claims or rights with a value to PRCO the Company in excess of $10,000; ix. (i) material change in the accounting methods used by PRCO; x. accrual or payment of any salaries or other compensation, increase in salaries, compensation or bonuses or retention or hiring of, any consultant or employee; xi. debt or other liability incurred, other than the PRCO DebenturesCompany; or xii. (j) agreement, whether oral or written, by PRCO the Company to do any of the foregoing, other than the Purchase Agreement.

Absence of Certain Changes and Events. Except as set forth in Schedule 4.2(m) heretoSince January 27, since 2006, the date of the PRCO Balance Sheet, PRCO Company has conducted its business only in the Ordinary Course of Business, there has not been any material adverse effect on PRCO's business or operationsconsistent with past practice and, and except as reflected in Schedule 3.4 of the Disclosure Letter, there has not been any: i. (a) change in the authorized or Company's issued capital stock of PRCOMembership Interests; grant of any stock option or right to purchase shares Membership Interests of capital stock of PRCOthe Company; issuance of any security convertible into such capital stockMembership Interests; grant of any registration rights; purchase, redemption, retirement, or other acquisition by the Company of any Membership Interests; or declaration or payment of any dividend or other distribution or payment in respect of shares of capital stockMembership Interests; ii. (b) amendment to the Organizational Documents of PRCOthe Company; iii. (c) payment or increase by the Company of any bonuses, salaries, or other compensation to any member, manager, director, officer, or (except in the ordinary course of business, consistent with past practice) employee or entry into any written employment, severance, or similar Contract with any director, officer, or employee; (d) adoption of, or 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 of the Company; (e) damage to or destruction or loss of any material asset or property of PRCOthe Company, whether or not covered by insurance or any other event or circumstanceinsurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of PRCOthe Company, taken as a whole; iv. receipt of notice that any of its substantial customers have terminated or intends to terminate their relationship, which termination would have a material adverse effect on its financial condition, results or operations, business assets or properties of PRCO; v. entry into any transaction other than in the Ordinary Course of Business; vi. (f) entry into, termination of, or receipt of written notice of termination of any (i) any license, distributorship, dealer, sales representative, joint venture, bank credit, or similar agreement, or (ii) contract any Contract or transactiontransaction involving a total remaining commitment by or to the Company of at least $100,000; vii. (g) sale, lease, or other disposition of any material asset or property of PRCO the Company (other than sales of inventory, consumption of disposables and collections of receivables in the ordinary course of business, consistent with past practice) or mortgage, pledge, or imposition of any lien or other encumbrance Encumbrance on any asset or property of PRCOthe Company, including the sale, lease, or other disposition of any Intellectual Property Assets of the Company; viii. (h) cancellation or waiver of any claims or rights with a value to PRCO the Company in excess of $10,000100,000; ix. (i) material change in the accounting methods used by PRCO; x. accrual or payment of any salaries or other compensation, increase the Company except as set forth in salaries, compensation or bonuses or retention or hiring of, any consultant or employee; xi. debt or other liability incurred, other than the PRCO Debenturesfootnotes to the Preliminary Closing Balance Sheet; or xii. (j) agreement, whether oral or written, by PRCO the Company to do any of the foregoing, other than the Purchase Agreement.

Absence of Certain Changes and Events. Except as set forth in Schedule 4.2(m) heretoEXHIBIT 3.14 hereof, since the date of the PRCO Interim ------------ Balance Sheet, PRCO the Company has conducted its business only in the Ordinary Course of Business, there has not been any material adverse effect on PRCO's business or operations, Business and there has not been any: i. (a) change in the Company's authorized or issued capital stock of PRCOstock; grant of any stock option or right to purchase shares of capital stock of PRCOstock; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by the Company of any shares of any such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of shares of capital stock; ii. amendment (b) payment or increase of any bonuses, salaries, or other compensation to any stockholder, director, officer, or (except in the Organizational Documents Ordinary Course of PRCOBusiness) employee or entry into any employment, severance, or similar Contract with any director, officer, or Employee of the Company; iii. (c) adoption of, or 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 of the Company; (d) damage to or destruction or loss of any asset or property of PRCOthe Company, whether or not covered by insurance or any other event or circumstanceinsurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of PRCOthe Company; iv. receipt of notice that any of its substantial customers have terminated or intends to terminate their relationship, which termination would have a material adverse effect on its financial condition, results or operations, business assets or properties of PRCO; v. (e) other than the entry into any transaction other than new Telephone Operating and Licensing Agreements in the Ordinary Course ordinary course of Business; vi. business, entry into, termination of, or receipt of written notice of termination of any (i) any license, distributorship, dealer, sales representative, joint venture, credit, or similar agreement, or (ii) contract any Contract or transactiontransaction involving a total remaining commitment by or to the Company of at least $50,000; vii. sale(f) sale (other than sales of inventory in the Ordinary Course of Business), lease, or other disposition of any asset or property of PRCO the Company or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of PRCOthe Company; viii. (g) cancellation or waiver of any claims or rights with a value to PRCO the Company in excess of $10,000; ix. (h) material change in the accounting methods used by PRCOthe Company; x. accrual (i) material change in the financial condition, assets, liabilities or payment business of any salaries or other compensation, increase in salaries, compensation or bonuses or retention or hiring of, any consultant or employeethe Company; xi. debt (j) adverse Order affecting the Company or other liability incurred, other than the PRCO DebenturesCompany's business; (k) change in the method of collecting accounts receivable or acceleration in the collection of accounts receivable; (l) failure to pay expenses incurred in connection with the operation of the Company on a timely basis; or xii. (m) agreement, whether oral or written, by PRCO the Company to do any of the foregoing, other than the Purchase Agreement.

Absence of Certain Changes and Events. Except as set forth in Schedule 4.2(m) heretoPart 3.16 of the Disclosure Letter, since the date of the PRCO Balance Sheet, PRCO has the Acquired Companies have conducted its business their businesses only in the Ordinary Course of Business, there has not been any material adverse effect on PRCO's business or operations, Business and there has not been any: i. (a) change in the any Acquired Company’s authorized or issued capital stock of PRCOstock; grant of any stock option or right to purchase shares of capital stock of PRCOany Acquired Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition or payment by any Acquired Company of any dividend or other distribution or payment in respect of shares of any such capital stock; ii. (b) amendment to the Organizational Documents of PRCOany Acquired Company; iii. (c) except as indicated in Part 3.20 of the Disclosure Letter, payment or increase by any Acquired Company of any bonuses, salaries, or other compensation to any shareholder, director, executive officer, or (except in the Ordinary Course of Business) employee or entry into any employment, severance, or similar Applicable Contract with any director, executive officer, or employee; (d) adoption of, or 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 of any Acquired Company; (e) damage to to, or destruction or loss of of, any asset or property of PRCOany Acquired Company, whether or not covered by insurance or any other event or circumstanceinsurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of PRCOthe Acquired Companies, taken as a whole; iv. receipt of notice that any of its substantial customers have terminated or intends to terminate their relationship, which termination would have a material adverse effect on its financial condition, results or operations, business assets or properties of PRCO; v. entry into any transaction other than in the Ordinary Course of Business; vi. (f) entry into, termination of, or receipt of written notice of termination of any (i) any license, distributorship, dealer, sales representative, joint venture, creditborrowing by an Acquired Company, or similar agreement, or (ii) contract any Applicable Contract or transactiontransaction involving a total remaining commitment by or to any Acquired Company, of at least $25,000; vii. (g) sale, lease, or other disposition of any asset or property of PRCO any Acquired Company (other than with respect to loans sold in the Ordinary Course of Business) in the aggregate exceeding $25,000, or mortgage, pledge, or imposition of any lien or other encumbrance Encumbrance on any material asset or property of PRCOany Acquired Company, including the sale, lease, or other disposition of any of the Intellectual Property Assets; viii. (h) cancellation or waiver of any claims or rights with a value to PRCO any Acquired Company in excess of $10,00025,000; ix. (i) material change in the accounting methods used by PRCOany Acquired Company; x. accrual or payment (j) entry into any derivative instrument in a notional amount in excess of any salaries or other compensation, increase in salaries, compensation or bonuses or retention or hiring of, any consultant or employee; xi. debt or other liability incurred, other than the PRCO Debentures$500,000; or xii. (k) agreement, whether oral or written, by PRCO any Acquired Company to do any of the foregoing, foregoing (other than negotiations with Buyer and its Representatives regarding the Purchase AgreementContemplated Transactions).

Absence of Certain Changes and Events. Except as set forth in Schedule 4.2(m) hereto, since the date of the PRCO OS Balance Sheet, PRCO OS has conducted its business only in the Ordinary Course of Business, there has not been any material adverse effect on PRCOOS's business or operations, and there has not been any: i. change in the authorized or issued capital stock of PRCOOS; grant of any stock option or right to purchase shares of capital stock of PRCOOS; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition or payment of any dividend or other distribution or payment in respect of shares of capital stock; ii. amendment to the Organizational Documents of PRCOOS; iii. damage to or destruction or loss of any asset or property of PRCOOS, whether or not covered by insurance or any other event or circumstance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of PRCOOS; iv. receipt of notice that any of its substantial customers have terminated or intends to terminate their relationship, which termination would have a material adverse effect on its financial condition, results or operations, business assets or properties of PRCOOS; v. entry into any transaction other than in the Ordinary Course of Business; vi. entry into, termination of, or receipt of written notice of termination of any (i) license, distributorship, dealer, sales representative, joint venture, credit, or similar agreement, or (ii) contract or transaction; vii. sale, lease, or other disposition of any asset or property of PRCO OS or mortgage, pledge, or imposition of any lien or other encumbrance on any asset or property of PRCOOS; viii. cancellation or waiver of any claims or rights with a value to PRCO OS in excess of $10,000; ix. material change in the accounting methods used by PRCOOS; x. accrual or payment of any salaries or other compensation, increase in salaries, compensation or bonuses or retention or hiring of, any consultant or employee; xi. debt or other liability incurred, other than the PRCO OS Debentures; or xii. agreement, whether oral or written, by PRCO OS to do any of the foregoing, other than the Purchase Agreement.

Absence of Certain Changes and Events. Except as set forth in Schedule 4.2(m) heretoSince the Balance Sheet Date, since the date of the PRCO Balance Sheet, PRCO each Seller has conducted its business only in the Ordinary Course of Business, there has not been except as expressly required by the terms of any material adverse effect on PRCO's business or operationsTransaction Document, and there has not been any: i. : (a) change in the authorized any Seller’s membership interest, financial rights, or governance rights or issued capital stock of PRCO; stock, grant of any stock option or right to purchase shares of capital stock or any membership interest, financial rights, or governance rights of PRCO; any Seller or issuance of any security convertible into any such capital stockinterest or right; grant (b) amendment to the Governing Documents of any registration rightsSeller; purchase(c) payment (except in the Ordinary Course of Business) or increase by any Seller of any bonuses, redemption, retirementsalaries, or other acquisition compensation to any shareholder, director, member, manager, officer, or payment of employee or entry into any dividend employment, severance, or other distribution similar Contract with any director, officer, member, manager, officer, or payment in respect of shares of capital stock; ii. employee; (d) adoption of, amendment to or increase in the Organizational Documents of PRCO; iii. payments to or benefits under, any Employee Benefit Plan; (e) damage to or destruction or loss of any asset or property of PRCOAcquired Asset, whether or not covered by insurance or any other event or circumstance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of PRCO; iv. receipt of notice that any of its substantial customers have terminated or intends to terminate their relationship, which termination would have a material adverse effect on its financial condition, results or operations, business assets or properties of PRCO; v. entry into any transaction other than in the Ordinary Course of Business; vi. insurance; (f) entry into, termination of, of or receipt of written notice of termination of any Contract or transaction involving a total remaining commitment by any Seller of at least $10,000; (ig) license, distributorship, dealer, sales representative, joint venture, credit, or similar agreement, or (ii) contract or transaction; vii. sale, lease, or other disposition of any asset Acquired Asset (including the Intellectual Property Assets) or property the creation of PRCO or mortgageany Encumbrance on any Acquired Asset; (h) written indication by any insurance broker, pledgeinsurance agent, program administrator, Carrier, Client, or imposition of any lien or other encumbrance on any asset or property of PRCO; viii. cancellation or waiver of any claims or rights Third Party with a value material business relationship with any Seller of an intention to PRCO in excess discontinue or change the terms of $10,000; ix. its relationship with any Seller, which discontinuance or change could reasonably be expected to cause a Material Adverse Change to any Seller or the Insurance Business; (i) material change in the accounting methods used by PRCO; x. accrual any Seller; or payment of (j) Contract by any salaries or other compensation, increase in salaries, compensation or bonuses or retention or hiring of, any consultant or employee; xi. debt or other liability incurred, other than the PRCO Debentures; or xii. agreement, whether oral or written, by PRCO Seller to do any of the foregoing, other than the Purchase Agreement.

Absence of Certain Changes and Events. Except as set forth in Schedule 4.2(m) hereto5.14, since the date of the PRCO Balance Sheet, PRCO the Subject Company has conducted its business only in the Ordinary Course of Business, there has not been any material adverse effect on PRCO's business or operations, Business and there has not been any: i. (a) change in the authorized or issued capital stock of PRCOof, or other equity interests in, the Subject Company; grant of any stock option or right to purchase shares of capital stock stock, of PRCOor other equity interests in, the Subject Company; issuance of any security convertible into such capital stockstock or other equity interests; grant of any registration rights; purchase, redemption, retirement, retirement or other acquisition by the Subject Company of any shares of any such capital stock or other equity interests; or declaration or payment of any dividend or other distribution or payment in respect of shares of capital stockstock or other equity interests; ii. (b) amendment to the Organizational Documents of PRCOthe Subject Company; iii. (c) payment or increase by the Subject Company of any bonuses, salaries, or other compensation to any stockholder, director, officer or (except in the Ordinary Course of Business) employee or entry into any employment, severance or similar Contract with any director, officer or (except in the Ordinary Course of Business) employee; (d) adoption of, or 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 of the Subject Company; (e) damage to or destruction or loss of any asset or property of PRCOthe Subject Company, whether or not covered by insurance or any other event or circumstanceinsurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of PRCO; iv. receipt of notice that any of its substantial customers have terminated or intends to terminate their relationship, which termination would have a material adverse effect Material Adverse Effect on its financial condition, results or operations, business assets or properties of PRCOthe Subject Company; v. entry into any transaction other than in the Ordinary Course of Business; vi. (f) entry into, termination or acceleration of, or receipt of written notice of termination of any (i) any material license, distributorship, dealer, sales representative, joint venture, credit, credit or similar agreement, agreement or (ii) contract any Contract or transactiontransaction involving a Liability by or to the Subject Company of at least $10,000, except those entered into in the Ordinary Course of Business; vii. sale(g) sale (other than sales in the Ordinary Course of Business), lease, lease or other disposition of any material asset or property of PRCO the Subject Company or mortgage, pledge, pledge or imposition of any lien or other encumbrance Encumbrance on any material asset or property of PRCOthe Subject Company, including the sale, lease or other disposition of any of the Intellectual Property Assets; viii. (h) delay or failure to repay when due any obligation, including without limitation, accounts payable and accrued expenses, except non-material obligations in the Ordinary Course of Business; (i) accrual of any expenses except for such accruals in the Ordinary Course of Business; (j) capital expenditures in excess of $10,000; (k) cancellation or waiver of any claims or rights with a value to PRCO the Subject Company in excess of $10,000; ix. (l) any payment, discharge or satisfaction of any Liability by the Subject Company, other than the payment, discharge or satisfaction of Liabilities, in the Ordinary Course of Business; (m) incurrence of or increase in, any material Liability, except in the Ordinary Course of Business, or any deferred payment of or failure to pay when due, any material Liability; (n) material change in the accounting methods used by PRCOthe Subject Company; x. accrual (o) material disagreement or payment dispute with any key employee of any salaries or other the Subject Company with respect to compensation, increase in salariesequity ownership, compensation duties or bonuses or retention or hiring of, any consultant or employee; xi. debt or other liability incurred, other than the PRCO Debenturesauthority; or xii. (p) agreement, whether oral or written, by PRCO the Subject Company to do any of the foregoing, other than the Purchase Agreement.

Absence of Certain Changes and Events. Except as set forth in Schedule 4.2(m) heretoFrom and after December 31, since 2001 through and including the date hereof, except as disclosed in any Company SEC Document or Section 2.9 of the PRCO Balance SheetCompany Disclosure Schedule, PRCO each Acquired Company has conducted its business only in the Ordinary Course of Business, there has not been any material adverse effect on PRCO's business or operations, Business and there has not been any: i. (a) except for grants of stock options or restricted stock under the Company Stock Option Plan, (i) change in the authorized or issued capital stock shares or membership interests, as applicable, of PRCO; any of the Acquired Companies, grant of any stock equity option or right to purchase shares or membership interests, as applicable, of capital stock any of PRCOthe Acquired Companies; issuance of any security convertible into such capital stockequity; (ii) grant of any registration rights; purchase, redemption, retirement, retirement or other acquisition by any of the Acquired Companies of any shares or membership interests, as applicable, or securities or obligations convertible into or exchangeable or exercisable for such capital stock or membership interests; declaration or payment of any dividend or other distribution or payment in with respect to any shares or membership interests, as applicable (other than to Company from its Subsidiaries); or (iii) sale, pledge, disposal, Encumbrance, or the authorization of the sale, pledge, disposal or Encumbrance by any of the Acquired Companies of any shares of their capital stockstock of any class or any membership interests; ii. (b) any reclassification, combination, split or division by any of the Acquired Companies of their capital stock or membership interests; (c) amendment or other modification to the Governing Documents of any of the Acquired Companies; (d) except in the Ordinary Course of Business, any payment or increase by any of the Acquired Companies of any bonuses, salaries or other compensation to any stockholder, member, director or officer, or entry into any employment, severance or similar Contract with any stockholder, member, director, officer, employee, consultant or advisor; (e) adoption of or amendment to any Plan or material Other Benefit Obligation of any of the Organizational Documents of PRCOAcquired Companies; iii. (f) damage to or destruction or loss with an aggregate value in excess of $500,000 of any asset or property of PRCOany of the Acquired Companies, whether or not covered by insurance or any other event or circumstance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of PRCOinsurance; iv. receipt of notice that any of its substantial customers have terminated or intends to terminate their relationship, which termination would have a material adverse effect on its financial condition, results or operations, business assets or properties of PRCO; v. entry into any transaction other than in the Ordinary Course of Business; vi. (g) entry into, material modification, cancellation or termination of, of or receipt of written notice of termination of any (i) any material license, distributorship, dealer, sales representative, joint venture, credit, guaranty or similar agreementCompany Contract, or (ii) contract any Contract or transactiontransaction involving a total remaining commitment by or to any of the Acquired Companies of at least $500,000; vii. (h) mobilization of, or any agreement entered into by any of the Acquired Companies which provides for the mobilization of, any Company Drilling Rig to any area of the world other than such area in which such Company Drilling Rig was located on December 31, 2001; (i) Contract that provides for contract drilling services (each, a "Drilling Contract") entered into by any of the Acquired Companies or any material amendment or modification thereto; (j) sale, lease, lease or other disposition of any asset or property of PRCO or mortgage, pledgeany of the Acquired Companies with an aggregate value in excess of $2,500,000, or imposition the creation of any lien or other encumbrance material Encumbrance on any material asset or property of PRCOany of the Acquired Companies; viii. (k) settlement, cancellation or waiver of any claims or rights with a value to PRCO in excess of $10,000500,000, or which relate to any of the Contemplated Transactions; ix. (l) material acceleration or delay in the payment of accounts payable or in the collection of Accounts Receivable; (m) material change in the accounting methods methods, principles or practices used by PRCO; x. accrual or payment any of any salaries or other compensation, increase in salaries, compensation or bonuses or retention or hiring of, any consultant or employee; xi. debt or other liability incurred, other than the PRCO DebenturesAcquired Companies; or xii. agreement, whether oral or written, (n) Contract by PRCO any of the Acquired Companies to do any of the foregoing, other than the Purchase Agreement.

Absence of Certain Changes and Events. Except as set forth listed in Schedule 4.2(m) heretoSection 3.15 of the Company Disclosure Schedules, since December 31, 2022, the date of the PRCO Balance Sheet, PRCO has Company and its Subsidiaries have conducted its business their respective businesses only in the Ordinary Course of Business, there has not been any material adverse effect on PRCO's business or operationsand without limiting the foregoing with respect to each, and since December 31, 2022, there has not been any: i. (a) change in the their authorized or issued capital stock of PRCOstock; grant of any stock option or right to purchase shares of their capital stock of PRCOstock; issuance of any security convertible into such capital stockstock or evidences of indebtedness (except in connection with customer deposits); grant of any registration rights; purchase, redemption, retirement, retirement or other acquisition by them of any shares of any such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of shares of their capital stock, except as reflected on the Company Financial Statements; ii. (b) amendment to their certificate of incorporation, charter or bylaws or adoption of any resolutions by their board of directors or stockholders with respect to the Organizational Documents of PRCOsame; iii. (c) payment or increase of any bonus, salary or other compensation to any of their stockholders, directors, officers or employees, except for normal increases in the Ordinary Course of Business or in accordance with any then-existing Company Benefit Plan, or entry into any employment, consulting, non-competition, change in control, severance or similar Contract with any stockholder, director, officer or employee, except for the Contemplated Transactions and except for any employment, consulting or similar agreement or arrangement that is terminable at will or upon thirty (30) days’ notice or less, without penalty or premium; (d) adoption, amendment (except for any amendment necessary to comply with any Legal Requirement) or termination of, or increase in the payments to or benefits under, any Company Benefit Plan; (e) damage to or destruction or loss of any asset of their assets or property of PRCOproperty, whether or not covered by insurance and where the resulting diminution in value individually or any other event in the aggregate is greater than $100,000; (f) entry into, termination or circumstance, materially and adversely affecting the properties, assets, business, financial conditionextension of, or prospects of PRCO; iv. receipt of notice that of termination of any of its substantial customers have terminated joint venture or intends similar agreement pursuant to terminate their relationship, which termination would have a material adverse effect on its financial condition, results any Contract or operations, business assets or properties of PRCOany similar transaction; v. (g) except for this Agreement, entry into any transaction new, or modification, amendment, renewal or extension (through action or inaction) of the terms of any existing, lease, Contract or license that has a term of more than one year or that involves the payment by the Bank of more than $100,000 in the aggregate; (h) Company Loan or commitment to make any Company Loan other than in the Ordinary Course of Business; vi. entry into, termination of, or receipt of written notice of termination of any (i) licenseCompany Loan or commitment to make, distributorshiprenew, dealer, sales representative, joint venture, creditextend the term or increase the amount of any Company Loan to any Person if such Company Loan or any other Company Loans to such Person or an Affiliate of such Person is on the “watch list” or similar internal report of the Bank, or similar agreement, has been classified by the Bank or (ii) contract any Regulatory Authority as “substandard,” “doubtful,” “loss,” or transaction“other loans specially mentioned” or listed as a “potential problem loan”; vii. sale(j) incurrence by them of any obligation or liability (fixed or contingent) other than in the Ordinary Course of Business; (k) sale (other than any sale in the Ordinary Course of Business), lease, lease or other disposition of any asset of their assets or property of PRCO properties, or mortgage, pledge, pledge or imposition of any lien or other encumbrance on upon any asset of their material assets or property properties, except: (i) for Company Permitted Exceptions; or (ii) as otherwise incurred in the Ordinary Course of PRCOBusiness; viii. (l) to the Company’s Knowledge, cancellation or waiver by them of any claims or rights with a value to PRCO in excess of $10,000100,000; ix. (m) any investment by them of a capital nature (e.g., construction of a structure or an addition to an existing structure on property owned by the Company or any of its Subsidiaries) individually or in the aggregate exceeding $100,000; (n) except for the Contemplated Transactions, merger or consolidation with or into any other Person, or acquisition of any stock, equity interest or business of any other Person; (o) transaction for the borrowing of monies, or any increase in any outstanding indebtedness, other than in the Ordinary Course of Business; (p) material change in any policies and practices with respect to liquidity management and cash flow planning, marketing, deposit origination, lending, budgeting, profit and Tax planning, accounting or any other material aspect of their business or operations, except for such changes as may be required in the accounting methods used opinion of the management of the Company or its Subsidiaries, as applicable, to respond to then-current market or economic conditions or as may be required by PRCOany Regulatory Authorities; x. accrual or payment (q) filing of any salaries applications for additional branches, opening of any new office or branch, closing of any current office or branch, or relocation of operations from existing locations; (r) discharge or satisfaction of any material lien or encumbrance on their assets or repayment of any material indebtedness for borrowed money, except for obligations incurred and repaid in the Ordinary Course of Business; (s) entry into any Contract or agreement, with an amount, individually or in the aggregate in excess of $100,000, to buy, sell, exchange or otherwise deal in any assets or series of assets, including any Contracts relating to investment securities, but excluding (i) OREO, (ii) the pledging of collateral to secure public funds and (iii) entry into any repurchase agreements in the Ordinary Course of Business; (t) purchase or other compensationacquisition of any investments, increase direct or indirect, in salariesany derivative securities, compensation financial futures or bonuses commodities or retention entry into any interest rate swap, floors and option agreements, or hiring of, any consultant or employeeother similar interest rate management agreements; xi. debt (u) hiring of any employee with an annual salary in excess of $150,000; (v) made or other liability incurredchanged any Tax election, filed any amended Tax Return, entered into any closing agreement related to Taxes, settled any Tax claim or assessment, requested or consented to any extension or waiver of the limitation period applicable to any Tax claim or assessment (other than as a result of filing a Tax Return pursuant to a valid extension of time to file entered into in the PRCO Debentures; orOrdinary Course of Business), or surrendered any right to claim a Tax refund; xii. (w) agreement, whether oral or written, by PRCO it to do any of the foregoing; or (x) event or events that have had or would reasonably be expected to have, other than either individually or in the Purchase Agreementaggregate, a Material Adverse Effect on the Company.

Absence of Certain Changes and Events. Except as set forth in Schedule 4.2(m) hereto5.16, since the date of the PRCO Balance Sheet, PRCO Company has conducted its business only in the Ordinary Course of Business, there has not been any Business in all material adverse effect on PRCO's business or operations, respects and there has not been any: i. (a) change in the Company's authorized or issued capital stock of PRCOstock; grant of any stock option or right to purchase shares of capital stock of PRCOCompany; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by Company of any shares of any such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of shares of capital stock; ii. (b) amendment to the Organizational Documents of PRCOCompany; iii. (c) payment or increase by Company of any bonuses, salaries, or other compensation to any stockholder, director, officer, or (except in the Ordinary Course of Business) employee or entry into any employment, severance, or similar Contract with any director, officer, or employee, except for year-end bonuses to any such individual to the extent accrued in the financial statements referenced in Section 5.4 hereof; (d) adoption of, or 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 of Company; (e) damage to or destruction or loss of any asset or property of PRCOCompany, whether or not covered by insurance or any other event or circumstanceinsurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of PRCOCompany taken as a whole; iv. receipt of notice that any of its substantial customers have terminated or intends to terminate their relationship, which termination would have a material adverse effect on its financial condition, results or operations, business assets or properties of PRCO; v. entry into any transaction other than in the Ordinary Course of Business; vi. (f) entry into, termination of, or receipt of written notice of termination of any (i) material license, distributorship, dealer, sales representative, joint venture, credit, or similar agreement, or (ii) contract or transaction; vii. sale(g) sale (other than sales in the Ordinary Course of Business), lease, or other disposition of any material asset or property of PRCO Company or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of PRCOCompany; viii. (h) cancellation or waiver of any material claims or rights with a value to PRCO in excess of $10,000rights; ix. material (i) change in the accounting methods used by PRCO; x. accrual or payment of any salaries or other compensation, increase in salaries, compensation or bonuses or retention or hiring of, any consultant or employee; xi. debt or other liability incurred, other than the PRCO DebenturesCompany; or xii. (j) agreement, whether oral or written, by PRCO Company to do any of the foregoing, other than the Purchase Agreement.

Absence of Certain Changes and Events. Except as may be set forth in Schedule 4.2(m) heretoExhibit I, since the date of the PRCO Balance Sheet, PRCO the Company has conducted its business only in the Ordinary Course ordinary course of Business, there has not been any material adverse effect on PRCO's business or operations, and there has not been any: i. (a) change in the Company' authorized or issued capital stock of PRCOstock; grant of any stock option or right to purchase shares of capital stock of PRCOthe Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by the Company of any shares of any such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of shares of capital stock; ii. (b) amendment to the Organizational Documents organizational documents of PRCOthe Company; iii. (c) payment or increase by the Company of any extraordinary bonuses, salaries, or other compensation to any stockholder, director, officer, or (except in the ordinary course of business) employee or entry into any employment, severance, or similar contract with any director, officer, or employee; (d) adoption of, or 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 of the Company; (e) material damage to or destruction or loss of any asset or property of PRCOthe Company, whether or not covered by insurance or any other event or circumstanceinsurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of PRCOthe Company, taken as a whole; iv. receipt of notice that any of its substantial customers have terminated or intends to terminate their relationship, which termination would have a material adverse effect on its financial condition, results or operations, business assets or properties of PRCO; v. entry into any transaction other than in the Ordinary Course of Business; vi. (f) entry into, termination of, or receipt of written notice of termination of any (i) any license, distributorship, dealer, sales representative, joint venture, credit, or similar agreement, or (ii) any contract or transactiontransaction involving a total remaining commitment by or to the Company of at least $25,000; vii. sale(g) sale (other than sales of inventory in the ordinary course of business), lease, or other disposition of any asset or property of PRCO the Company or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of PRCOthe Company; viii. (h) cancellation or waiver of any claims or rights with a value to PRCO the Company in excess of $10,000;25,000; or ix. (i) material change in the accounting methods used by PRCO; x. accrual or payment of any salaries or other compensation, increase in salaries, compensation or bonuses or retention or hiring of, any consultant or employee; xi. debt or other liability incurred, other than the PRCO Debentures; or xii. agreement, whether oral or written, by PRCO to do any of the foregoing, other than the Purchase AgreementCompany.

Absence of Certain Changes and Events. Except as set forth in Schedule 4.2(m) heretoon Section 3.18 of the Disclosure Schedule, since the date January 8, 2013, each of the PRCO Balance Sheet, PRCO Acquired Companies has conducted its business only in the Ordinary Course of Business, there has not been any material adverse effect on PRCO's business or operations, Business and there has not been any: i. (a) change in the authorized or issued capital stock Capital Stock of PRCOany of the Acquired Companies; grant of any stock option or right to purchase shares of capital stock Capital Stock of PRCOany of the Acquired Companies; issuance of any security convertible into such capital stockCapital Stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by any of the Acquired Companies of any shares of any such Capital Stock; or declaration or payment of any dividend or other distribution or payment in respect of shares of capital stockCapital Stock of any of the Acquired Companies (except as required pursuant to Article Fourth, Section C(2) of the Company Certificate of Incorporation); except in each case for issuances of Company Capital Stock upon the exercise of Company Options or Company Warrants; ii. (b) amendment to the Organizational Documents of PRCOany of the Acquired Companies; iii. (c) payment or increase by any of the Acquired Companies of any bonuses, salaries, or other compensation to any stockholder, director, officer, or employee, except in the Ordinary Course of Business or as may be required under existing agreements with officers or employees of the Acquired Companies, or entry into any employment, severance, change of control or similar Contract with any director, officer, or employee; (d) adoption of, or 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 officers or employees of any of the Acquired Companies; (e) damage to or destruction or loss of any asset or property of PRCOany of the Acquired Companies, whether or not covered by insurance or any other event or circumstanceinsurance, materially and adversely affecting the properties, assets, business, financial conditionthat has resulted, or prospects of PRCOmay result, in a Company Material Adverse Effect; iv. receipt of notice that any of its substantial customers have terminated or intends to terminate their relationship, which termination would have a material adverse effect on its financial condition, results or operations, business assets or properties of PRCO; v. entry into any transaction other than in the Ordinary Course of Business; vi. (f) entry into, termination of, or receipt of written notice of termination of any (i) any license, distributorship, dealer, sales representative, joint venture, credit, or similar agreement, or (ii) contract any Contract or transactiontransaction involving a total remaining commitment by or to any of the Acquired Companies of at least $500,000; vii. (g) sale, lease, or other disposition of any material asset or property of PRCO any of the Acquired Companies or mortgage, pledge, or imposition of any lien or other encumbrance Lien on any asset or property of PRCOany of the Acquired Companies other than in the Ordinary Course of Business, including the sale, lease, or other disposition of any of the material Intellectual Property of any the Acquired Companies other than the non-exclusive license of Company Intellectual Property to customers in the Ordinary Course of Business; viii. (h) cancellation or waiver of any claims or rights with a value to PRCO any of the Acquired Companies in excess of $10,000500,000 individually or in the aggregate; ix. material (i) change in the financial accounting methods or Tax accounting methods used by PRCOany of the Acquired Companies; x. accrual (j) the disposal, or payment permission to lapse, of any salaries material rights to use any invention, patent, trademark or other compensationintellectual property rights, increase disclosure of any trade secrets or other confidential information of any of the Acquired Companies to a third party other than to customers of the Acquired Companies in salariesthe Ordinary Course of Business or failure to maintain in force any patent, compensation trademark, copyright or bonuses or retention or hiring of, any consultant or employeeapplication therefor; xi. debt (k) material change to any royalty arrangements to which any Acquired Company is a party or to which any of the assets or properties of any of the Acquired Companies are subject; (l) participation in and/or preparation for any arbitration, trial, hearing or other liability incurredproceeding or adjudication of any kind, whether before a court, judge, agency, arbitrator, panel or any other than the PRCO Debenturestype of adjudicator or official, concerning any claim(s) of any kind against any Acquired Company and/or any of their respective directors, officers, executives, managers, or employees; or xii. (m) agreement, whether oral or written, by PRCO any of the Acquired Companies to do any of the foregoing, other than the Purchase Agreement.

Absence of Certain Changes and Events. Except as set forth in Schedule 4.2(m) hereto, since Since the date of the PRCO Balance Sheet, PRCO has Sellers have conducted its business their businesses only in the Ordinary Course ordinary course of Business, there has not been any material adverse effect on PRCO's business or operations, and there has not been any: i. change in the authorized or issued capital stock of PRCO; grant of any stock option or right to purchase shares of capital stock of PRCO; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition or payment of any dividend or other distribution or payment in respect of shares of capital stock; ii. (a) amendment to the Organizational Documents of PRCOany Seller; iii. (b) payment or increase by any Seller of any bonuses, salaries or other compensation to any stockholder, director, officer or employee, except in the ordinary course of business, or entry into any employment, severance or similar Contract with any director, officer or employee; (c) adoption of, or 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 of any Seller; (d) damage to or destruction or loss of any asset or property of PRCOany Seller, whether or not covered by insurance insurance, except for such damage, destruction or any other event or circumstance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of PRCOloss that would not have a Material Adverse Effect; iv. receipt of notice that any of its substantial customers have terminated or intends to terminate their relationship, which termination would have a material adverse effect on its financial condition, results or operations, business assets or properties of PRCO; v. entry into any transaction other than in the Ordinary Course of Business; vi. (e) entry into, termination of, of or receipt of written notice of termination of any (i) any license, distributorship, dealer, sales representative, joint venture, credit, credit or similar agreement, agreement or (ii) contract any Contract or transactiontransaction involving a total remaining commitment by or to any Seller of at least $10,000, excluding any purchase and sales orders relating to inventory entered into or terminated in the ordinary course of business; vii. sale(f) sale (other than sales of inventory in the ordinary course of business), lease, lease or other disposition of any material asset or property of PRCO Sellers, taken as a whole, or mortgage, pledge, pledge or imposition of any lien or other encumbrance Encumbrance on any material asset or property of PRCOSellers, taken as a whole, including the sale, lease or other disposition of any of the Intellectual Property owned by Sellers; viii. (g) cancellation or waiver of any claims or rights with a value to PRCO any Seller in excess of $10,000; ix. (h) material change in the accounting methods used by PRCO; x. accrual or payment of any salaries or other compensation, increase in salaries, compensation or bonuses or retention or hiring of, any consultant or employee; xi. debt or other liability incurred, other than the PRCO DebenturesSeller; or xii. (i) agreement, whether oral or written, by PRCO any Seller to do any of the foregoing, other than the Purchase Agreement.

Absence of Certain Changes and Events. Except as set forth in Schedule 4.2(m) heretoPart 3.16 of the Disclosure Letter, since the date of the PRCO Balance Sheet, PRCO the Company has conducted its business only in the Ordinary Course of Business, there has not been any material adverse effect on PRCO's business or operations, Business and there has not been any: i. (a) change in the Company's authorized or issued capital stock of PRCOstock; grant of any stock option or right to purchase shares of capital stock of PRCOthe Company; grant of any phantom or similar rights which give any Person any interest in any portion of the revenue or earnings of the Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by the Company of any shares of any such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of shares of capital stock; ii. (b) amendment to the Organizational Documents of PRCOthe Company; iii. (c) payment or increase by the Company of any bonuses, salaries, or other compensation to any stockholder, director, officer, or employee or entry into any employment, severance, or similar Contract with any director, officer, or employee (except in the Ordinary Course of Business and in accordance with the policies set forth in Part 3.16 of the Disclosure Letter or as provided below) ; (d) retirement, resignation, or other termination of the employment of any key employee nor any notice or notification regarding any intended retirement, resignation, or other termination of the employment of any key employee. (e) adoption of, or 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 of the Company or any announcements, whether formal or informal, as to any of the foregoing; (f) damage to or destruction or loss of any asset or property of PRCOthe Company, whether or not covered by insurance insurance, which has or any other event or circumstance, materially and adversely affecting may have a Material Adverse Effect on the properties, assets, business, financial condition, or prospects of PRCOCompany; iv. receipt of notice that any of its substantial customers have terminated or intends to terminate their relationship, which termination would have a material adverse effect on its financial condition, results or operations, business assets or properties of PRCO; v. entry into any transaction other than in the Ordinary Course of Business; vi. (g) entry into, termination of, or receipt of written formal or informal notice or advice of termination of any (i) any license, distributorship, dealer, sales representative, joint venture, credit, or similar agreement, or (ii) contract any Contract or transactiontransaction involving a total remaining commitment by or to the Company of at least $100,000; vii. sale(h) sale (other than sales of inventory in the Ordinary Course of Business), lease, or other disposition of any asset or property of PRCO the Company or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of PRCOthe Company, including the sale, lease, or other disposition of any of the Intellectual Property Assets; viii. (i) cancellation or waiver of any claims or rights with a value to PRCO the Company in excess of $10,000100,000; ix. (j) material change in the accounting methods used by PRCO; x. accrual or payment of any salaries or other compensation, increase in salaries, compensation or bonuses or retention or hiring of, any consultant or employee; xi. debt or other liability incurred, other than the PRCO DebenturesCompany from that reflected on the Financial Statements; or xii. (k) agreement, whether oral or writtenwritten and whether formal or informal, by PRCO the Company to do any of the foregoing, other than the Purchase Agreement.

Absence of Certain Changes and Events. Except as set forth in Schedule 4.2(m) heretoPart 3.16 of the Disclosure Letter, since the date of the PRCO Balance Sheet, PRCO the Company has conducted its business only in the Ordinary Course of Business, there has not been any material adverse effect on PRCO's business or operations, Business and there has not been any: i. (a) change in the Company's authorized or issued capital stock of PRCOstock; grant of any stock option or right to purchase shares of capital stock of PRCOthe Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by the Company of any shares of any such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of shares of capital stock; ii. (b) amendment to the Organizational Documents of PRCOthe Company; iii. (c) payment or increase by the Company of any bonuses, salaries, or other compensation to any stockholder, director, officer, or (except in the Ordinary Course of Business) employee or entry into any employment, severance, or similar Contract with any director, officer, or employee; (d) adoption of, or 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 of the Company; (e) damage to or destruction or loss of any asset or property of PRCOthe Company, whether or not covered by insurance or any other event or circumstanceinsurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of PRCOthe Company, taken as a whole; iv. receipt of notice that any of its substantial customers have terminated or intends to terminate their relationship, which termination would have a material adverse effect on its financial condition, results or operations, business assets or properties of PRCO; v. entry into any transaction other than in the Ordinary Course of Business; vi. (f) entry into, termination of, or receipt of written notice of termination of any (i) any license, distributorship, dealer, sales representative, joint venture, credit, or similar agreement, or (ii) contract any Contract or transactiontransaction involving a total remaining commitment by or to the Company of at least $25,000; vii. sale(g) sale (other than sales of inventory in the Ordinary Course of Business), lease, or other disposition of any asset or property of PRCO the Company or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of PRCOthe Company, including the sale, lease, or other disposition of any of the Intellectual Property Assets; viii. (h) cancellation or waiver of any claims or rights with a value to PRCO the Company in excess of $10,00025,000; ix. (i) material change in the accounting methods used by PRCO; x. accrual or payment of any salaries or other compensation, increase in salaries, compensation or bonuses or retention or hiring of, any consultant or employee; xi. debt or other liability incurred, other than the PRCO DebenturesCompany; or xii. (j) agreement, whether oral or written, by PRCO the Company to do any of the foregoing, other than the Purchase Agreement.

Absence of Certain Changes and Events. Except as set forth in Schedule 4.2(m) hereto----------------------------------------- SCHEDULE 4.25, since the date of Interim Balance Sheet Date, the PRCO Balance Sheet, PRCO Corporation has conducted its business ------------- operated only in the Ordinary Course of Business, there and has not been not: (a) suffered any material adverse effect on PRCO's business damage or operationsdestruction adversely affecting any asset of the Corporation or the C&B Business; (b) made any declaration, and there has not been any: i. change in the authorized or issued capital stock of PRCO; grant of any stock option or right to purchase shares of capital stock of PRCO; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition setting aside or payment of any dividend or other distribution of assets (whether in cash, stock or property) with respect to the capital stock of the Corporation, or any direct or indirect redemption, purchase or other acquisition of stock, or otherwise made any payment in respect of shares cash or any transfer of capital stockother assets, to Seller or any Related Company; or transferred any assets from any subsidiary to the Corporation, any other subsidiary or any Related Company; or transferred any assets from any Related Company to the Corporation; ii. amendment to the Organizational Documents of PRCO; iii. damage to or destruction or loss of (c) suffered any asset or property of PRCO, whether or not covered by insurance or any other event or circumstance, materially and adversely affecting the propertiesMaterial Adverse Change in its working capital, assets, businessliabilities, financial condition, business prospects, or prospects relationships with any suppliers or customers listed on SCHEDULE 4.22; --------------- (d) except for customary increases based on term of PRCOservice or regular promotion of non-officer employees, increased (or announced any increase in) the compensation payable or to become payable to any employee, or increased (or announced any increase in) any bonus, insurance, pension or other employee benefit plan, payment or arrangement for such employees, or entered into or amended any employment, consulting, severance or similar agreement; iv. receipt of notice that (e) incurred, assumed or guaranteed any of its substantial customers have terminated liability or intends to terminate their relationshipobligation (absolute, which termination would have a material adverse effect on its financial conditionaccrued, results contingent or operations, business assets or properties of PRCO; v. entry into any transaction otherwise) other than in the Ordinary Course of Business; vi. entry into(f) paid, termination ofdischarged, satisfied or receipt renewed any claim, liability or obligation other than payment in the Ordinary Course of written notice Business; (g) permitted any of termination its assets to be subjected to any mortgage, lien, security interest, restriction, charge or other encumbrance of any kind except for Permitted Liens; (h) cancelled or forgiven any indebtedness or otherwise waived any material claims or rights; (i) licensesold, distributorshiptransferred or otherwise disposed of any of its assets, dealer, sales representative, joint venture, credit, or similar agreement, or (ii) contract or transactionexcept in the Ordinary Course of Business; vii. sale, lease, (j) made any single capital expenditure or other disposition of any asset or property of PRCO or mortgage, pledge, or imposition of any lien or other encumbrance on any asset or property of PRCO; viii. cancellation or waiver of any claims or rights with a value to PRCO investment in excess of $10,000100,000.00; ix. material (k) made any change in the accounting methods used by PRCOany method, practice or principle of financial or tax accounting; x. accrual or payment of any salaries or other compensation(1) managed working capital components, increase in salariesincluding cash, compensation or bonuses or retention or hiring of, any consultant or employee; xi. debt or other liability incurredreceivables, other than the PRCO Debentures; or xii. agreementcurrent assets, whether oral trade payables and other current liabilities in a fashion inconsistent with past practice, including failing to sell inventory and other property in an orderly and prudent manner or writtenfailing to make all budgeted and other normal capital expenditures, by PRCO to do any of the foregoingrepairs, other than the Purchase Agreement.improvements and dispositions;

Absence of Certain Changes and Events. Except as set forth in Schedule 4.2(m) hereto3.18 of the Disclosure Letter, since the date of the PRCO Interim Balance Sheet, PRCO the Company has conducted its business only in the Ordinary Course ordinary course of Businessbusiness, consistent with past practice, and there has not been any material adverse effect on PRCO's business or operationsMaterial Adverse Effect. In addition, and since such date, except as set forth in Schedule 3.18, there has not been any: i. (a) change in the Company’s authorized or issued capital stock of PRCOmembership interests; grant of any stock option or right to purchase shares of Securities or capital stock of PRCOthe Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by the Company of any Securities or any such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of shares of Securities or capital stock; ii. (b) amendment to the Organizational Documents of PRCOthe Company; iii. (c) payment or increase by the Company of any bonuses, salaries, or other compensation to any member, manager, director, officer, or (except in the ordinary course of business, consistent with past practice) employee or entry into any written employment, severance, or similar Contract with any director, officer, or employee; (d) adoption of, or increase in the payments to or benefits under, any Benefit Plan for or with any Employees of the Company; (e) damage to or destruction or loss of any material asset or property of PRCOthe Company, whether or not covered by insurance or any other event or circumstanceinsurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of PRCOthe Company, taken as a whole; iv. receipt of notice that any of its substantial customers have terminated or intends to terminate their relationship, which termination would have a material adverse effect on its financial condition, results or operations, business assets or properties of PRCO; v. entry into any transaction other than in the Ordinary Course of Business; vi. (f) entry into, termination of, or receipt of written notice of termination of any (i) any license, distributorship, dealer, sales representative, joint venture, bank credit, or similar agreement, or (ii) contract any Contract involving a total remaining commitment by or transactionto the Company of at least $100,000; vii. (g) sale, lease, or other disposition of any material asset or property of PRCO the Company (other than sales of inventory, consumption of disposables and collections of receivables in the ordinary course of business, consistent with past practice) or mortgage, pledge, or imposition of any lien or other encumbrance Encumbrance on any material asset or property of PRCOthe Company, including the sale, lease, or other disposition of any material Intellectual Property Assets of the Company; viii. cancellation (h) (h)cancellation or waiver of any claims or rights with a value to PRCO the Company in excess of $10,000100,000; ix. (i) material change in the accounting methods used by PRCO; x. accrual or payment of any salaries or other compensation, increase in salaries, compensation or bonuses or retention or hiring of, any consultant or employee; xi. debt or other liability incurred, other than the PRCO DebenturesCompany; or xii. (j) agreement, whether oral or written, by PRCO the Company to do any of the foregoing, other than the Purchase Agreement.

Absence of Certain Changes and Events. Except as set forth in Schedule 4.2(m) 3.18 attached hereto, since the date of Balance Sheet Date, the PRCO Balance Sheet, PRCO Company has conducted its business businesses only in the Ordinary Course of Business, there has not been any material adverse effect on PRCO's business or operations, Business and there has not been any: i. (a) change in the Company's authorized or issued capital stock of PRCOstock; grant of any stock option or right to purchase shares of capital stock of PRCOthe Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by the Company of any shares of any such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of shares of capital stock; ii. (b) amendment to the Organizational Documents of PRCOthe Company; iii. (c) payment or increase by the Company of any bonuses, salaries, or other compensation to any stockholder, director, officer, or (except in the Ordinary Course of Business) employee or entry into any employment, severance, or similar Contract with any director, officer, or employee; (d) adoption of, or 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 or directors of the Company; (e) damage to or destruction or loss of any asset or property of PRCOthe Company, whether or not covered by insurance or any other event or circumstanceinsurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of PRCOthe Company, taken as a whole; iv. receipt of notice that any of its substantial customers have terminated or intends to terminate their relationship, which termination would have a material adverse effect on its financial condition, results or operations, business assets or properties of PRCO; v. entry into any transaction other than in the Ordinary Course of Business; vi. (f) entry into, termination of, or receipt of written notice of termination of any (i) any license, distributorship, dealer, sales representative, joint venture, credit, or similar agreement, or (ii) contract any Contract or transactiontransaction involving a total remaining commitment by or to the Company of at least (pound)10,000; vii. sale(g) sale (other than sales of inventory in the Ordinary Course of Business), lease, or other disposition of any asset or property of PRCO the Company or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of PRCOthe Company, including the sale, lease, or other disposition of any of the Intellectual Property Assets; viii. (h) cancellation or waiver of any claims or rights with a value to PRCO the Company in excess of $10,000(pound)10,000; ix. (i) material change in the accounting methods used by PRCO; x. accrual or payment of any salaries or other compensation, increase in salaries, compensation or bonuses or retention or hiring of, any consultant or employee; xi. debt or other liability incurred, other than the PRCO DebenturesCompany; or xii. (j) agreement, whether oral or written, by PRCO the Company to do any of the foregoing, other than the Purchase Agreement.

Absence of Certain Changes and Events. Except as set forth in Schedule 4.2(m(a) hereto, since Since the date of the PRCO Company December Balance SheetSheet except as set forth on Schedule 3.20(a), PRCO Company has conducted its business businesses only in the Ordinary Course of Business, there has not been any material adverse effect on PRCO's business or operations, usual and ordinary course consistent with past practice and there has not been any: i. change in the authorized or issued capital stock of PRCO; grant of any stock option or right to purchase shares of capital stock of PRCO; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition (i) declaration or payment of any dividend or other distribution or payment in respect of the shares of capital stockstock of Company or any repurchase or redemption of any such shares of capital stock or other securities; (ii) other than in the ordinary course, payment by Company of any bonus or increase of any compensation payable to any shareholder, director, officer or employee or entry into (or amendment of) any written employment, severance or similar agreement with any shareholder, director, officer or employee; ii. amendment to the Organizational Documents (iii) adoption of PRCOor change in any Employee Benefit Plan or labor policy; iii. damage to or (iv) damage, destruction or loss of to any material asset or property of PRCOCompany, whether or not covered by insurance or any other event or circumstance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of PRCOinsurance; iv. receipt of notice that any of its substantial customers have terminated or intends to terminate their relationship, which termination would have a material adverse effect on its financial condition, results or operations, business assets or properties of PRCO; v. entry into any transaction other than in the Ordinary Course of Business; vi. (v) entry into, amendment, termination of, or receipt of written notice of termination of any material agreement or other material document or commitment or any material transaction (i) licenseincluding, distributorshipwithout limitation, dealer, sales representative, joint venture, credit, or similar agreement, or (ii) contract or transactionany such relating to capital expenditures); vii. (vi) sale, assignment, conveyance, lease, or other disposition of any asset or property of PRCO Company or mortgage, pledge, or imposition of any material lien or other material encumbrance on any asset or property of PRCOCompany; (vii) incurrence or repayment of any material liability or material obligation (whether absolute or contingent) to any Related Party or, other than current liabilities incurred and obligations under agreements entered into in the ordinary course of business consistent with past practice, to any other person or any discharge or satisfaction of any material lien, claim or encumbrance, other than in the ordinary course of business consistent with past practice; (viii. ) write-down or write-off of the value of any material asset except for write-downs and write-offs in the ordinary course of business consistent with past practice, or any cancellation or waiver of any other material claims or rights with a value to PRCO in excess of $10,000rights; (ix. ) any material change in the business or operations of Company or in the manner of conducting the same or entry by Company into any material transaction, other than in the ordinary course of business; (x) any material change in the accounting methods, principles or practices followed by Company, except as required by GAAP, or any material change in any of the assumptions underlying, or methods used by PRCO; x. accrual or payment of calculating, any salaries bad debt, contingency or other compensation, increase in salaries, compensation reserves or bonuses or retention or hiring of, any consultant or employee; xi. debt or other liability incurred, other than the PRCO Debenturesexpenditures); or xii. (xi) agreement, whether oral or writtennot in writing, by PRCO to do any of the foregoingforegoing by Company. (b) Except as set forth on Schedule 3.20(b), other than since the Purchase Agreementdate of the Company August Interim Balance Sheet, there has not been any material adverse change in the business, operations, properties, assets, prospects, working capital, or condition (financial or otherwise) ("Material Adverse Change") of Company or any event, condition or contingency that is likely to result in such a Material Adverse Change.

Absence of Certain Changes and Events. Except as set forth in Annex 5.16 to this Schedule 4.2(m) heretoB, since the date of the PRCO Balance Sheet, PRCO has the Cinemex Companies have conducted its business their businesses only in the Ordinary Course of Business, there has not been any material adverse effect on PRCO's business or operations, Business and there has not been been, other than as part of the Recapitalization, any: i. (a) change in the any Cinemex Company's authorized or issued capital stock of PRCOstock; grant of any stock option or right to purchase shares of capital stock of PRCOany Cinemex Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by any Cinemex Company of any shares of any such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of shares of capital stock; ii. (b) amendment to the Organizational Documents of PRCOany Cinemex Company; iii. (c) payment or increase by any Cinemex Company of any bonuses, salaries, or other compensation to any stockholder, director, officer (except for payment at the rates in effect on the date of the Balance Sheet, or except in the Ordinary Course of Business) employee, or entry into any employment, severance or similar Contract with any director, officer or employee; (d) adoption of, or increase in the payments to or benefits under, any Plan; (e) damage to or destruction or loss of any asset or property of PRCOany Cinemex Company, whether or not covered by insurance insurance, which would, individually or any other event or circumstancein the aggregate, materially and adversely affecting the properties, assets, business, financial condition, or prospects of PRCOreasonably be expected to have a Material Adverse Effect; iv. receipt of notice that any of its substantial customers have terminated or intends to terminate their relationship, which termination would have a material adverse effect on its financial condition, results or operations, business assets or properties of PRCO; v. entry into any transaction other than in the Ordinary Course of Business; vi. (f) entry into, termination of, or receipt of written notice of termination of any (i) any license, distributorship, dealer, sales representative, joint venture, credit, lease, or similar agreement, or (ii) contract any Contract or transactiontransaction involving a total remaining commitment by or to any Cinemex Company of at least $2,500,000 pesos (excluding film Contracts, screen advertising Contracts having a duration of less than one year, internet provider Contracts and, solely in the case of the entering into of Contracts, the other Contracts disclosed on Annex 5.17 (a) to Schedule B); vii. sale(g) sale (other than sales of inventory in the Ordinary Course of Business and sales or other dispositions of equipment deemed surplus, leaseobsolete or no longer necessary to the business of any Cinemex Company), lease or other disposition of any material asset or property of PRCO any Cinemex Company or mortgage, pledge, pledge or imposition of any lien or other encumbrance Encumbrance on any material asset or property of PRCOany Cinemex Company, including the sale, lease or other disposition of any material intellectual property; viii. (h) cancellation or waiver of any claims or rights with with, to Cinemex's Knowledge, a value to PRCO any Cinemex Company in excess of $10,0001'000,000 pesos; ix. material (i) change in the accounting methods used by PRCO; x. accrual or payment of any salaries or other compensation, increase in salaries, compensation or bonuses or retention or hiring of, any consultant or employee; xi. debt or other liability incurred, other than the PRCO DebenturesCinemex Company; or xii. (j) agreement, whether oral or written, by PRCO any Cinemex Company to do any of the foregoing, other than the Purchase Agreement.

Absence of Certain Changes and Events. Except as provided herein or as set forth in Disclosure Schedule 4.2(m) hereto3.16, since September 30, 2003, the date of the PRCO Balance Sheet, PRCO Company has conducted its business only in the Ordinary Course of Business, there has not been any material adverse effect on PRCO's business or operations, Business and there has not been any: i. 3.16.1 change in the Company's authorized or issued capital stock of PRCOstock; grant of any stock option or right to purchase shares of capital stock of PRCOthe Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, retirement or other acquisition by the Company of any such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of shares of capital stock; ii. 3.16.2 amendment to the Organizational Documents of PRCOthe Company; iii. 3.16.3 payment or increase by the Company of any bonuses, salaries or other compensation to any Seller, Key Employee, stockholder, director, officer, or employee (other than Key Employees and except in the Ordinary Course of Business), or entry into any employment, severance, or similar Contract with any Seller, director, officer or employee (including Key Employees); 3.16.4 adoption of, or 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 of the Company (including Key Employees); 3.16.5 damage to or destruction or loss of any asset or property owned or used by or in the business of PRCOthe Company, whether or not covered by insurance or any other event or circumstanceinsurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects in an aggregate amount in excess of PRCO$25,000; iv. receipt of notice that any of its substantial customers have terminated or intends to terminate their relationship, which termination would have a material adverse effect on its financial condition, results or operations, business assets or properties of PRCO; v. entry into any transaction other than in the Ordinary Course of Business; vi. 3.16.6 entry into, termination of, of or receipt of written notice of termination of (a) any (i) license, distributorship, dealer, sales representative, joint venture, credit, credit or similar agreement, or (iib) contract any Contract or transactiontransaction involving a total remaining commitment by or to the Company of at least $50,000; vii. sale3.16.7 sale (other than sales of inventory in the Ordinary Course of Business), lease, lease or other disposition of any asset or property of PRCO the Company or mortgage, pledge, pledge or imposition of any lien or other encumbrance on any material asset or property of PRCOthe Company, including the sale, lease or other disposition of any of the Intellectual Property Assets; viii. 3.16.8 cancellation or waiver of any claims or rights with a value to PRCO the Company in excess of $10,00025,000; ix. 3.16.9 material change in the accounting methods used by PRCO; x. accrual or payment of any salaries or other compensation, increase in salaries, compensation or bonuses or retention or hiring of, any consultant or employee; xi. debt or other liability incurred, other than the PRCO DebenturesCompany; or xii. 3.16.10 agreement, whether oral or written, by PRCO the Company or any Seller to do any of the foregoing, other than the Purchase Agreement.

Absence of Certain Changes and Events. Except as set forth in Schedule 4.2(m) heretoExhibit 3.16 hereof, since the date of the PRCO Balance Sheet1996 Financial Statements, PRCO has the Realty One Companies have conducted its business their businesses only in the Ordinary Course of Business, there has not been any material adverse effect on PRCO's business or operations, Business and there has not been any: i. (a) change in the Realty One Companies' authorized or issued capital stock of PRCOstock; grant of any stock option option, warrant or right to purchase shares of capital stock of PRCOthe Realty One Companies; issuance of any security or instrument convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by any of the Realty One Companies of any shares of any such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of shares of capital stock; ii. (b) amendment to the Organizational Documents of PRCOany of the Realty One Companies; iii. (c) except in the Ordinary Course of Business, a material increase by the Realty One Companies of any bonuses, salaries, or other compensation to any stockholder, director, officer, agent or independent contractor affiliated with any of the Realty One Companies or employee, entry into any employment, severance, or similar Contract with any director, officer, agent, independent contractor or employee; (d) except in the Ordinary Course of Business, adoption of, or 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 of the Realty One Companies; (e) uninsured damage to or destruction or loss of any material asset or property of PRCO, whether or not covered by insurance or any other event or circumstancethe Realty One Companies, materially and adversely affecting the properties, assets, business, financial condition, or prospects of PRCOany one of the Realty One Companies, taken as a whole; iv. receipt of notice that any of its substantial customers have terminated or intends to terminate their relationship, which termination would have a material adverse effect on its financial condition, results or operations, business assets or properties of PRCO; v. entry into any transaction other than (f) except in the Ordinary Course of Business; vi. , entry into, termination of, or receipt of written notice of termination of any (i) any license, distributorship, dealer, sales representative, joint venture, credit, or similar agreement, or (ii) contract any Contract or transactiontransaction involving a total remaining commitment by or to any Realty One Company of at least $75,000; vii. (g) except in the Ordinary Course of Business, sale, lease, or other disposition of any asset or property of PRCO the Realty One Companies or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of PRCOthe Realty One Companies (except for Permitted Encumbrances), including the sale, lease, or other disposition of any of the Intellectual Property Assets; viii. (h) except in the Ordinary Course of Business, cancellation or waiver of any claims or rights with a value to PRCO the Realty One Companies in excess of $10,00075,000; ix. (i) material change in the accounting methods used by PRCO; x. accrual or payment of any salaries or other compensation, increase in salaries, compensation or bonuses or retention or hiring of, any consultant or employee; xi. debt or other liability incurred, other than the PRCO DebenturesRealty One Companies; or xii. (j) agreement, whether oral or written, by PRCO any of Realty One Companies or Sellers to do any of the foregoing, other than the Purchase Agreement.

Absence of Certain Changes and Events. Except as set forth in Schedule 4.2(m) heretoPart 3.16 of the Disclosure Letter, since for the period from the date of the PRCO Balance SheetSheet to the date hereof, PRCO has the Acquired Companies have conducted its business their businesses only in the Ordinary Course of Business, there has not been any material adverse effect on PRCO's business or operations, Business and there has not been any: i. (a) change in the any Acquired Company's authorized or issued capital stock of PRCOstock; grant of any stock option or right to purchase shares of capital stock of PRCOany Acquired Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by any Acquired Company of any shares of any such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of shares of capital stock; ii. (b) amendment to the Organizational Documents of PRCOany Acquired Company; iii. (c) payment or increase by any Acquired Company of any bonuses, salaries, or other compensation to any stockholder, director, officer, or (except in the Ordinary Course of Business) employee or any entry into any employment, severance, or similar Contract with any director, officer, or employee; (d) adoption of, or 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 of any Acquired Company; (e) damage to or destruction or loss of any asset or property of PRCOany Acquired Company, whether or not covered by insurance or any other event or circumstanceinsurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of PRCOthe Acquired Companies, taken as a whole; iv. receipt of notice that any of its substantial customers have terminated or intends to terminate their relationship, which termination would have a material adverse effect on its financial condition, results or operations, business assets or properties of PRCO; v. entry into any transaction other than in the Ordinary Course of Business; vi. (f) entry into, termination of, or receipt of written notice of termination of any (i) any material license, distributorship, dealer, sales representative, joint venture, credit, or similar agreement, or (ii) contract any Contract or transactiontransaction involving a total remaining commitment by or to any Acquired Company of at least $100,000, other than purchase orders given or received by any Acquired Company for the purchase or sale of inventory in the Ordinary Course of Business; vii. sale(g) sale (other than sales of inventory in the Ordinary Course of Business), lease, or other disposition of any material asset or property of PRCO any Acquired Company or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of PRCOany Acquired Company, including the sale, lease, or other disposition of any of the material Intellectual Property Assets; viii. (h) to the Knowledge of Sellers, cancellation or waiver in writing of any claims or rights with a value to PRCO any Acquired Company in excess of $10,00025,000 except to the extent reserved for in the Balance Sheet or Interim Balance Sheet, or that will be reserved for in the Closing Balance Sheet; ix. (i) material change in the accounting methods used by PRCO; x. accrual or payment of any salaries or other compensation, increase in salaries, compensation or bonuses or retention or hiring of, any consultant or employee; xi. debt or other liability incurred, other than the PRCO DebenturesAcquired Company; or xii. (j) written agreement, whether oral or written, by PRCO any Acquired Company to do any of the foregoing, other than the Purchase Agreement.

Absence of Certain Changes and Events. Except as set forth in Schedule 4.2(m) heretoSection 3.14 of the Disclosure Letter, since the date of the PRCO most recent Balance Sheet, PRCO Company has conducted its business only in the Ordinary Course ordinary course of Business, there has not been any material adverse effect on PRCO's business or operations, and consistent with past practice and there has not been any: i. (a) change in the Company's authorized or issued capital stock of PRCOstock; grant of any stock option or right to purchase shares of capital stock of PRCOCompany; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by Company of any shares of any such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of shares of capital stock; ii. (b) amendment to the Organizational Documents of PRCOCompany; iii. (c) borrowing, loans or advances by or from Company; (d) payment or increase by Company of any bonuses, salaries, or other compensation to any shareholder, director, officer, or employee (except in the ordinary course of business) or entry into any employment, severance, or similar agreement with any director, officer, or employee; (e) adoption of, or 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 of Company; (f) prepayment of expenses, acceleration of accounts receivable, or accumulation of inventory beyond that reflected in the most recent Balance Sheet; (g) material adverse change to Company's relationship with any of its top twenty (20) customers for the year ended April 30, 2003, as determined by revenue, and there is no pending or, to the knowledge of Company and Sellers, any threatened material adverse change to any such relationship, through the date hereof, by Company or any of such top customers, including without limitation any threatened cancellation of any such relationship or any threatened review of the material terms and conditions of any such relationship; (h) damage to or destruction or loss of any asset or property of PRCOCompany, whether or not covered by insurance or any other event or circumstance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of PRCOwhich would reasonably be expected to have a Company Material Adverse Effect; iv. receipt of notice that any of its substantial customers have terminated or intends to terminate their relationship, which termination would have a material adverse effect on its financial condition, results or operations, business assets or properties of PRCO; v. entry into any transaction other than in the Ordinary Course of Business; vi. entry into, termination of, or receipt of written notice of termination of any (i) license, distributorship, dealer, sales representative, joint venture, credit, or similar agreement, or (ii) contract or transaction; vii. sale, lease, or other disposition of any material asset or property of PRCO Company (other than in the ordinary course of business or for fair consideration) or mortgage, pledge, or imposition of any lien or other encumbrance Encumbrance on any material asset or property of PRCOCompany (other than real estate taxes, assessments and other governmental levies, fees, or charges imposed with respect to owned real property that are not due and payable as of the Closing or mechanics liens and similar liens for labor, materials, or supplies which have been released and terminated prior to the date hereof) or revaluation of any material asset or property of Company; viii. cancellation or waiver of any claims or rights with a value to PRCO in excess of $10,000; ix. material (j) change in the accounting methods or financial statement methods, principles, procedures or practices used by PRCO; x. accrual or payment of any salaries or other compensationCompany, increase in salaries, compensation or bonuses or retention or hiring of, any consultant or employee; xi. debt or other liability incurred, other than the PRCO Debenturesexcept as required by GAAP and previously disclosed to Buyer; or xii. agreement, whether oral or written, (k) agreement by PRCO Company to do any of the foregoing, other than the Purchase Agreement.

Absence of Certain Changes and Events. Except as set forth in Schedule 4.2(m) hereto3.16, since the date of the PRCO Balance Sheet, PRCO each Acquired Company has conducted its business businesses only in the Ordinary Course ordinary course of Business, there has not been any material adverse effect on PRCO's business or operations, and there has not been any: i. (a) change in the any Acquired Company's authorized or issued capital stock of PRCOstock; grant of any stock option or right to purchase shares of capital stock of PRCOany Acquired Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by any Acquired Company of any shares of any such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of shares of capital stock; ii. (b) amendment to the Organizational Documents of PRCOany Acquired Company; iii. (c) payment or increase by any Acquired Company of any bonuses, salaries, or other compensation to any stockholder, director, officer, or (except in the ordinary course of business) employee or entry into any employment, severance, or similar Contract with any director, officer, or employee; (d) adoption of, or 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 of any Acquired Company; (e) damage to or destruction or loss of any asset or property of PRCOany Acquired Company, whether or not covered by insurance or any other event or circumstanceinsurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of PRCOany Acquired Company, taken as a whole; iv. receipt of notice that any of its substantial customers have terminated or intends to terminate their relationship, which termination would have a material adverse effect on its financial condition, results or operations, business assets or properties of PRCO; v. entry into any transaction other than in the Ordinary Course of Business; vi. (f) entry into, termination of, or receipt of written notice of termination of any (i) any license, distributorship, dealer, sales representative, joint venture, credit, or similar agreement, or (ii) contract any Contract or transactiontransaction involving a total remaining commitment by or to any Acquired Company of at least $25,000; vii. (g) sale, lease, or other disposition of any asset or property of PRCO any Acquired Company or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of PRCOany Acquired Company, including the sale, lease, or other disposition of any of the Intellectual Property Assets; viii. (h) cancellation or waiver of any claims or rights with a value to PRCO any Acquired Company in excess of $10,00025,000; ix. (i) material change in the accounting methods used by PRCO; x. accrual or payment of any salaries or other compensation, increase in salaries, compensation or bonuses or retention or hiring of, any consultant or employee; xi. debt or other liability incurred, other than the PRCO DebenturesAcquired Company; or xii. (j) agreement, whether oral or written, by PRCO any Acquired Company to do any of the foregoing, other than the Purchase Agreement.

Absence of Certain Changes and Events. Except as set forth in on Schedule 4.2(m) hereto7.24 to this Agreement, since December 31, 2007, ATPA and TBOL have conducted the date of the PRCO Balance Sheet, PRCO has conducted its TBOL business only in the Ordinary Course of Business, there has not been any material adverse effect on PRCO's business or operations, ordinary course and there has not been any: i. 7.24.1 change in the authorized or issued capital stock of PRCOTBOL; grant of any stock option or right to purchase shares of capital stock of PRCOTBOL; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition of any shares of any such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of shares of such capital stock; ii. amendment 7.24.2 change in the outstanding ownership of TBOL; grant of any option or right to the Organizational Documents purchase ownership in TBOL; issuance of PRCOany security convertible into such ownership in TBOL; iii. 7.24.3 payment or increase by ATPA or TBOL of any bonuses, salaries, or other compensation to any stockholder, director, officer, or (except in the ordinary course of business) employee of TBOL or entry into any employment, severance, or similar contract with any director, officer, or employee of TBOL; 7.24.4 adoption of, or 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 of TBOL; 7.24.5 damage to or destruction or loss of any asset or property of PRCOproperty, whether or not covered by insurance or any other event or circumstanceinsurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of PRCOTBOL, taken as a whole; iv. receipt of notice that any of its substantial customers have terminated or intends to terminate their relationship, which termination would have a material adverse effect on its financial condition, results or operations, business assets or properties of PRCO; v. entry into any transaction other than in the Ordinary Course of Business; vi. 7.24.6 entry into, termination of, or receipt of written notice of termination of any (i) any license, distributorship, dealer, sales representative, joint venture, credit, or similar agreement, or (ii) any contract or transactiontransaction involving a total remaining commitment by or to TBOL of at least $10,000; vii. 7.24.7 sale, lease, or other disposition of any asset or property of PRCO property, or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property, including the sale, lease, or other disposition of any of the intellectual property of PRCOassets; viii. 7.24.8 cancellation or waiver of any claims or rights with a value to PRCO TBOL in excess of $10,000; ix. 7.24.9 material change in the accounting methods used by PRCO; x. accrual or payment of any salaries or other compensation, increase in salaries, compensation or bonuses or retention or hiring of, any consultant or employee; xi. debt or other liability incurred, other than the PRCO DebenturesTBOL; or xii. 7.24.10 agreement, whether oral or written, by PRCO ATPA or TBOL to do any of the foregoing, other than the Purchase Agreement.

Absence of Certain Changes and Events. Except as set forth in Schedule 4.2(m) hereto, since Since the date of the PRCO Interim Balance Sheet, PRCO the Company has conducted its business businesses only in the Ordinary Course of Business, there has not been any material adverse effect on PRCO's business or operations, Business and there has not been any: i. (a) change in the Company's authorized or issued capital stock of PRCOstock; grant of any stock option or right to purchase shares of capital stock of PRCOthe Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by the Company of any shares of any such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of shares of capital stockstock (provided, however that the Company shall be permitted to make distributions to its shareholders to meet their tax liabilities as a result of the Company's status as a "S" corporation, which distributions shall be $53,297 net of $17,500 contributed by the Sellers relating to their agreed portion of the legal fees. For purposes of such distributions the Company and the shareholders shall assume a 40% effective tax rate and the Company shall use good faith in determining the estimated amounts of the distributions to its shareholders to be made in advance of the Closing hereunder; ii. (b) amendment to the Organizational Documents of PRCOthe Company; iii. (c) payment or increase by the Company of any bonuses, salaries, or other compensation other than in the Ordinary Course of Business consistent with prior business practices, to any stockholder, director, officer, or employee, or entry into any employment, severance, or similar Contract with any director, officer, or employee; (d) adoption of, or 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 of the Company; (e) damage to or destruction or loss of any asset or property of PRCOthe Company, whether or not covered by insurance or any other event or circumstanceinsurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of PRCOthe Company, taken as a whole; iv. receipt of notice that any of its substantial customers have terminated or intends to terminate their relationship, which termination would have a material adverse effect on its financial condition, results or operations, business assets or properties of PRCO; v. entry into any transaction other than in the Ordinary Course of Business; vi. (f) entry into, termination of, or receipt of written notice of termination of any (i) any license, distributorship, dealer, sales representative, joint venture, credit, or similar agreement, or (ii) contract any Contract or transactiontransaction involving a total remaining commitment by or to the Company of at least $15,000 (other than contracts or transactions in connection with a lease for new office space); vii. sale(g) sale (other than sales of inventory in the Ordinary Course of Business), leaselease (other than a lease for new office space for the Company), or other disposition of any asset or property of PRCO the Company or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of PRCOthe Company, including the sale, lease, or other disposition of any of the Intellectual Property Assets; viii. (h) cancellation or waiver of any claims or rights with a value to PRCO the Company in excess of $10,00015,000; ix. (i) material change in the accounting methods used by PRCO; x. accrual or payment of any salaries or other compensation, increase in salaries, compensation or bonuses or retention or hiring of, any consultant or employee; xi. debt or other liability incurred, other than the PRCO DebenturesCompany; or xii. (j) agreement, whether oral or written, by PRCO the Company to do any of the foregoing, other than the Purchase Agreement.

Absence of Certain Changes and Events. Except as set forth in Schedule 4.2(m) hereto, 4.19 since the date of the PRCO Consolidated Balance Sheet, PRCO has the Company and the Subsidiaries have conducted its business their businesses only in the Ordinary Course of Business, there has not been any material adverse effect on PRCO's business or operations, Business and there has not been any: i. (a) change in the Company's or any Subsidiaries' authorized or issued capital stock of PRCOstock; grant of any stock option or right to purchase shares of capital stock of PRCOCompany or any Subsidiary ; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by Company or any Subsidiary of any shares of any such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of shares of capital stock; ii. (b) amendment to the Organizational Documents of PRCOCompany or any Subsidiary; iii. (c) payment or increase by Company or any Subsidiary of any bonuses, salaries, or other compensation to any stockholder, director, officer, or (except in the Ordinary Course of Business) employee or entry into any employment, severance, or similar Contract with any director, officer, or employee; (d) adoption of, or 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 of Company or any Subsidiary; (e) damage to or destruction or loss of any asset or property of PRCOCompany or any Subsidiary, whether or not covered by insurance or any other event or circumstanceinsurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of PRCOthe Company or any Subsidiary, taken as a whole; iv. receipt of notice that any of its substantial customers have terminated or intends to terminate their relationship, which termination would have a material adverse effect on its financial condition, results or operations, business assets or properties of PRCO; v. entry into any transaction other than in the Ordinary Course of Business; vi. (f) entry into, termination of, or receipt of written notice of termination of any (i) any license, distributorship, dealer, sales representative, joint venture, credit, or similar agreement, or (ii) contract any Contract or transactiontransaction involving a total remaining commitment by or to Company or any Subsidiary of at least $10,000.00; vii. sale(g) sale (other than sales of inventory in the Ordinary Course of Business), lease, or other disposition of any asset or property of PRCO Company or any Subsidiary or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of PRCOany Company or any Subsidiary, including the sale, lease, or other disposition of any of the Intellectual Assets; viii. (h) cancellation or waiver of any claims or rights with a value to PRCO Company or any Subsidiary in excess of $10,00010,000.00; ix. (i) material change in the accounting methods used by PRCO; x. accrual Company or payment of any salaries or other compensation, increase in salaries, compensation or bonuses or retention or hiring of, any consultant or employee; xi. debt or other liability incurred, other than the PRCO DebenturesSubsidiary; or xii. (j) agreement, whether oral or written, by PRCO Company or any Subsidiary to do any of the foregoing, other than the Purchase Agreement.

Absence of Certain Changes and Events. Except as set forth in Schedule 4.2(m) heretoPart 3.14 of the Disclosure Letter, since the date of the PRCO NSL Balance Sheet, PRCO has the NSL Acquired Companies have conducted its business their businesses only in the Ordinary Course of Business, there has not been any material adverse effect on PRCO's business or operations, Business and there has not been any: i. (a) change in the any NSL Acquired Company's authorized or issued capital stock of PRCOstock; grant of any stock option or right to purchase shares of capital stock of PRCOany NSL Acquired Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by any NSL Acquired Company of any shares of any such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of shares of capital stock; ii. (b) amendment to the Organizational Documents of PRCOany NSL Acquired Company; iii. (c) payment or increase by any NSL Acquired Company of any bonuses, salaries, or other compensation to any shareholder, director, officer, or (except in the Ordinary Course of Business) employee or entry into any employment, severance, or similar Contract with any director, officer, or employee; (d) adoption of, or 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 of any NSL Acquired Company; (e) damage to or destruction or loss of any asset or property of PRCOany NSL Acquired Company, whether or not covered by insurance or any other event or circumstanceinsurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of PRCOthe NSL Acquired Companies, taken as a whole; iv. receipt of notice that any of its substantial customers have terminated or intends to terminate their relationship, which termination would have a material adverse effect on its financial condition, results or operations, business assets or properties of PRCO; v. entry into any transaction other than in the Ordinary Course of Business; vi. entry into, termination of, or receipt of written notice of termination of any (i) license, distributorship, dealer, sales representative, joint venture, credit, or similar agreement, or (ii) contract or transaction; vii. sale, lease, or other disposition of any asset or property of PRCO or mortgage, pledge, or imposition of any lien or other encumbrance on any asset or property of PRCO; viii. cancellation or waiver of any claims or rights with a value to PRCO in excess of $10,000; ix. material change in the accounting methods used by PRCO; x. accrual or payment of any salaries or other compensation, increase in salaries, compensation or bonuses or retention or hiring of, any consultant or employee; xi. debt or other liability incurred, other than the PRCO Debentures; or xii. agreement, whether oral or written, by PRCO to do any of the foregoing, other than the Purchase Agreement.

Absence of Certain Changes and Events. Except as set forth in Schedule 4.2(m) heretoPart 3.16 of the Disclosure Letter, since the date of the PRCO Balance Sheet, PRCO has the Acquired Company have conducted its business their businesses only in the Ordinary Course of Business, there has not been any material adverse effect on PRCO's business or operations, Business and there has not been any: i. a. change in the Acquired Company’s authorized or issued capital stock of PRCOstock; grant of any stock option or right to purchase shares of capital stock of PRCOthe Acquired Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by the Acquired Company of any shares of any such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of shares of capital stock; ii. b. amendment to the Organizational Documents of PRCOthe Acquired Company; iii. c. payment or increase by the Acquired Company of any bonuses, salaries, or other compensation to any stockholder, director, officer, or (except in the Ordinary Course of Business) employee or entry into any employment, severance, or similar Contract with any director, officer, or employee; d. adoption of, or 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 of the Acquired Company; e. damage to or destruction or loss of any asset or property of PRCOthe Acquired Company, whether or not covered by insurance or any other event or circumstanceinsurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of PRCOthe Acquired Company, taken as a whole; iv. receipt of notice that any of its substantial customers have terminated or intends to terminate their relationship, which termination would have a material adverse effect on its financial condition, results or operations, business assets or properties of PRCO; v. entry into any transaction other than in the Ordinary Course of Business; vi. f. entry into, termination of, or receipt of written notice of termination of any (i) any license, distributorship, dealer, sales representative, joint venture, credit, or similar agreement, or (ii) contract any Contract or transactiontransaction involving a total remaining commitment by or to the Acquired Company of at least $10,000; vii. saleg. sale (other than sales of inventory in the Ordinary Course of Business), lease, or other disposition of any asset or property of PRCO the Acquired Company or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of PRCOthe Acquired Company, including the sale, lease, or other disposition of any of the Intellectual Property Assets; viii. h. cancellation or waiver of any claims or rights with a value to PRCO the Acquired Company in excess of $10,000; ix. i. material change in the accounting methods used by PRCO; x. accrual or payment of any salaries or other compensation, increase in salaries, compensation or bonuses or retention or hiring of, any consultant or employee; xi. debt or other liability incurred, other than the PRCO DebenturesAcquired Company; or xii. j. agreement, whether oral or written, by PRCO the Acquired Company to do any of the foregoing, other than the Purchase Agreement.

Absence of Certain Changes and Events. Except as set forth in Schedule 4.2(m) heretoPart 3.16 of the Disclosure Letter, since the date of the PRCO Balance SheetCompany's Financial Statements, PRCO has the Acquired Companies have conducted its business their businesses only in the Ordinary Course of Business, there has not been any material adverse effect on PRCO's business or operations, Business and there has not been any: i. (a) change in the any Acquired Company's authorized or issued capital stock of PRCOstock; grant of any stock option or right to purchase shares of capital stock of PRCOany Acquired Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by any Acquired Company of any shares of any such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of shares of capital stock; ii. (b) amendment to the Organizational Documents of PRCOany Acquired Company; iii. (c) payment or increase by any Acquired Company of any bonuses, salaries, or other compensation to any stockholder, director, officer, or (except in the Ordinary Course of Business) employee or entry into any employment, severance, or similar Contract with any director, officer, or employee; (d) adoption of, or 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 of any Acquired Company; (e) damage to or destruction or loss of any asset or property of PRCOany Acquired Company, whether or not covered by insurance or any other event or circumstanceinsurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of PRCOthe Acquired Companies, taken as a whole; iv. receipt of notice that any of its substantial customers have terminated or intends to terminate their relationship, which termination would have a material adverse effect on its financial condition, results or operations, business assets or properties of PRCO; v. entry into any transaction other than in the Ordinary Course of Business; vi. (f) entry into, termination of, or receipt of written notice of termination of any (i) any license, distributorship, dealer, sales representative, joint venture, credit, or similar agreement, or (ii) contract any Contract or transactiontransaction involving a total remaining commitment by or to any Acquired Company of at least Five Thousand Dollars ($5,000); vii. sale(g) sale (other than sales of inventory in the Ordinary Course of Business), lease, or other disposition of any asset or property of PRCO any Acquired Company or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of PRCOany Acquired Company, including the sale, lease, or other disposition of any of the Intellectual Property Assets; viii. (h) cancellation or waiver of any claims or rights with a value to PRCO any Acquired Company in excess of Five Thousand Dollars ($10,0005,000); ix. (i) material change in the accounting methods used by PRCO; x. accrual or payment of any salaries or other compensation, increase in salaries, compensation or bonuses or retention or hiring of, any consultant or employee; xi. debt or other liability incurred, other than the PRCO DebenturesAcquired Company; or xii. (j) agreement, whether oral or written, by PRCO any Acquired Company to do any of the foregoing, other than the Purchase Agreement.

Absence of Certain Changes and Events. Except as set forth in Schedule 4.2(m) hereto, since Since the date of the PRCO most recent Balance Sheet, PRCO the Company has conducted its business businesses only in the Ordinary Course of Business, there has not been any material adverse effect on PRCO's business or operations, Business and there has not been any: i. (a) change in the Company's authorized or issued capital stock of PRCOstock; grant of any stock option or right to purchase shares of capital stock of PRCOthe Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by the Company of any shares of any such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of shares of capital stock; ii. (b) amendment to the Organizational Documents of PRCOthe Company; iii. (c) payment or increase by the Company of any bonuses, salaries, or other compensation to any stockholder, director, officer, or (except in the Ordinary Course of Business) employee or entry into any employment, severance, or similar Contract with any director, officer, or employee; (d) adoption or existence of any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan for or with any employees of the Company; (e) damage to or destruction or loss of any asset or property of PRCOthe Company, whether or not covered by insurance or any other event or circumstanceinsurance, materially and or adversely affecting the properties, assets, business, financial condition, or prospects of PRCOthe Company, taken as a whole; iv. receipt of notice that any of its substantial customers have terminated or intends to terminate their relationship, which termination would have a material adverse effect on its financial condition, results or operations, business assets or properties of PRCO; v. entry into any transaction other than in the Ordinary Course of Business; vi. entry into, (f) termination of, or receipt of written notice of termination of any (i) any license, distributorship, dealer, sales representativedistribution, joint venture, credit, or similar agreement, or (ii) contract any Contract or material transaction; vii. (g) sale, lease, or other disposition of any asset or property of PRCO the Company or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of PRCOthe Company, including the sale, lease, or other disposition of any of the Intellectual Property Assets; viii. (h) cancellation or waiver of any claims or rights with a value to PRCO the Company in excess of $10,0005,000; ix. (i) material change in the accounting methods used by PRCO; x. accrual or payment of any salaries or other compensation, increase in salaries, compensation or bonuses or retention or hiring of, any consultant or employee; xi. debt or other liability incurred, other than the PRCO DebenturesCompany; or xii. (j) agreement, whether oral or written, by PRCO the Company to do any of the foregoing, other than the Purchase Agreement.

Absence of Certain Changes and Events. Except as set forth in Schedule 4.2(m) heretoPart 3.16 of the Disclosure Letter, since the date of the PRCO Balance Sheet, PRCO the Company has conducted its business only in the Ordinary Course of Business, there has not been any material adverse effect on PRCO's business or operations, Business and there has not been any: i. (a) change in the Company's authorized or issued capital stock of PRCOstock; grant of any stock option or right to purchase shares of capital stock of PRCOthe Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by the Company of any shares of any such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of shares of capital stock; ii. (b) amendment to the Organizational Documents of PRCOthe Company; iii. (c) payment or increase by the Company of any bonuses, salaries, distributions or other compensation to any stockholder, director, officer, or employee; (d) adoption of, or 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 of the Company; (e) damage to or destruction or loss of any asset or property of PRCOthe Company, whether or not covered by insurance or any other event or circumstanceinsurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of PRCOthe Company, taken as a whole; iv. receipt of notice that any of its substantial customers have terminated or intends to terminate their relationship, which termination would have a material adverse effect on its financial condition, results or operations, business assets or properties of PRCO; v. entry into any transaction other than in the Ordinary Course of Business; vi. (f) entry into, termination of, or receipt of written notice of termination of any (i) any license, distributorship, dealer, sales representative, joint venture, credit, or similar agreement, or (ii) contract any Contract or transaction;transaction involving a total remaining commitment by or to the Company of at least $100,000. vii. (g) except in the Ordinary Course of Business, sale, lease, or other disposition of any asset or property (other than inventory in the Ordinary Course of PRCO Business) of the Company or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of PRCOthe Company, including the sale, lease, or other disposition of any of the intellectual property assets; viii. (h) cancellation or waiver of any claims or rights with a value to PRCO the Company in excess of $10,000; ix. (i) material change in the accounting methods used by PRCO; x. accrual or payment of any salaries or other compensation, increase in salaries, compensation or bonuses or retention or hiring of, any consultant or employee; xi. debt or other liability incurred, other than the PRCO DebenturesCompany; or xii. (j) agreement, whether oral or written, by PRCO the Company to do any of the foregoing, other than the Purchase Agreement.

Absence of Certain Changes and Events. AGREEMENT AND PLAN OF MERGER - EXECUTION COPY PAGE 26 MICROTOCOL, INC Except as set forth in Schedule 4.2(m) heretoSection 3.14 of the Disclosure Schedule, since the date of Interim Balance Sheet Date, the PRCO Balance Sheet, PRCO Company has conducted its business only in the Ordinary Course of Businessordinary course, there has not been any material adverse effect on PRCO's business or operationsconsistent with past practice, and there has not been any: i. change in (a) contingent liability incurred by the authorized Company as guarantor or issued capital stock otherwise with respect to the obligations of PRCO; grant of any stock option or right to purchase shares of capital stock of PRCO; issuance of any security convertible into such capital stock; grant of any registration rights; purchaseothers; (b) declaration, redemptionsetting aside, retirement, or other acquisition making or payment of any dividend or other distribution or repurchase or payment in respect of shares of capital stockstock of the Company; ii. amendment (c) issuance, sale, disposition or Encumbrance of, or authorization for issuance, sale, disposition or Encumbrance of, or grant or issue of any options, warrants or rights to the Organizational Documents acquire with respect to, any shares of PRCOits capital stock or any other of its securities or any security convertible or exercisable into or exchangeable for any such shares or securities, or any change in its outstanding securities or shares of capital stock or its capitalization, whether by reason of a reclassification, recapitalization, stock split, combination, exchange or readjustment of shares, stock dividend or otherwise; iii. (d) obligation or liability incurred by the Company other than obligations and liabilities incurred in the ordinary course of business consistent with past practice (none of which is a claim for breach of contract, breach of duty, breach of warranty, tort or infringement of an intellectual property right); (e) Encumbrance of its assets or properties; (f) change in the payment of any bonuses, salaries or other compensation to any shareholder, director, officer, consultant, agent or sales representative or employee, or entry into or variation of any employment, severance or similar Contract with any director, officer or employee; (g) adoption of, or 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; (h) damage to or destruction or loss of any asset or property of PRCOproperty, whether or not covered by insurance or any other event or circumstance, materially and adversely affecting the properties, assets, business, financial conditioninsurance, or prospects loss of PRCOany Customer, which could reasonably be expected to have a Material Adverse Effect on the Company, taken as a whole; iv. receipt of notice that any of its substantial customers have terminated or intends to terminate their relationship, which termination would have a material adverse effect on its financial condition, results or operations, business assets or properties of PRCO; v. entry into any transaction other than in the Ordinary Course of Business; vi. (i) entry into, termination of, or receipt of written notice of termination of any Contract or transaction involving a total remaining commitment by or to the Company of at least $25,000 including the entry into (i) license, distributorship, dealer, sales representative, joint venture, credit, or similar agreement, or any document evidencing any indebtedness; (ii) contract any capital or transactionother lease; or (iii) any guaranty; vii. (j) sale, lease, lease or other disposition (other than in the ordinary course of business consistent with past practice) of any asset or property of PRCO or mortgageproperty; (k) cancellation, pledgecompromise, or imposition of any lien or other encumbrance on any asset or property of PRCO; viii. cancellation release or waiver of any claims debt, claim or rights right with a value to PRCO the Company in excess of $10,000; ix. material change in the accounting methods used by PRCO; x. accrual or payment of any salaries or other compensation, increase in salaries, compensation or bonuses or retention or hiring of, any consultant or employee; xi. debt or other liability incurred, other than the PRCO Debentures; or xii. agreement, whether oral or written, by PRCO to do any of the foregoing, other than the Purchase Agreement.

Absence of Certain Changes and Events. Except as shown on Schedule 2.8 and as set forth in Schedule 4.2(m) heretothis Agreement and its exhibits, since between June 30, 1995 and the date of the PRCO Balance Sheet, PRCO has conducted its business only in the Ordinary Course of Business, this Agreement there has not been been: (i) any transaction entered into by the Companies other than in the ordinary course of business or any material adverse effect on PRCO's business or operations, and there has not been any: i. change in the authorized condition (financial or issued capital stock otherwise), earnings, assets, liabilities, prospects or business of PRCO; grant of the Companies whether or not arising from transactions in the ordinary course; (ii) any stock option declaration, payment or right to purchase shares of capital stock of PRCO; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition or payment setting aside of any dividend or other distribution or payment in respect of shares the capital stock of capital the Companies or any direct or indirect redemption, purchase or other acquisition by the Companies of any such stock; ii. amendment (iii) any modification or rescission of, or waiver, except in the ordinary course of business, by the Selling Stockholder or the Companies (written or oral) of rights under any contract now existing relating to the Organizational Documents of PRCOCompanies; iii. damage to (iv) any mortgage, pledge or destruction or loss imposition of any asset security interest, claim, encumbrance or property of PRCOother restriction on, whether or not covered by insurance or any sale or other event or circumstance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of PRCO; iv. receipt of notice that any of its substantial customers have terminated or intends to terminate their relationship, which termination would have a material adverse effect on its financial condition, results or operations, business assets or properties of PRCO; v. entry into any transaction disposition (other than in the Ordinary Course ordinary course of Businessbusiness) of, any assets of the Companies, tangible or intangible; vi. entry into(v) any change in accounting practice or any new method of accounting introduced in respect of the business of the Companies or any of its assets, termination of, properties or receipt of written notice of termination of any (i) license, distributorship, dealer, sales representative, joint venture, credit, or similar agreement, or (ii) contract or transactionrights; vii. sale, lease, or other disposition of (vi) any asset or property of PRCO or mortgage, pledge, or imposition of any lien or other encumbrance on any asset or property of PRCO; viii. cancellation or waiver of any claims or rights with a value to PRCO in excess of $10,000; ix. material change in the accounting methods used by PRCOpolicies or practices of the Companies regarding the timely discharge of accounts payable and other obligations; x. accrual (vii) any cancellation or payment release of any salaries or other compensation, increase in salaries, compensation or bonuses or retention or hiring of, any consultant or employee; xi. debt or other liability incurredobligation owed the Companies, other than or of any claim held by the PRCO DebenturesCompanies, except in the ordinary course of business; or xii. agreement(viii) any borrowing by the Companies or any incurrence by the Companies of any obligation or liability (absolute or contingent), whether oral or writtenexcept for current liabilities incurred, by PRCO to do any and obligations under contracts entered into, in the ordinary course of the foregoing, other than the Purchase Agreementbusiness.

Absence of Certain Changes and Events. (a) Except as set forth in Schedule 4.2(m) hereto3.11(a), since January 1, 2020, the date of the PRCO Balance Sheet, PRCO Company has conducted its business the Business only in the Ordinary Course of Business, there has not been any material adverse effect on PRCO's business or operations, ordinary course consistent with past practice and there has not been any: i. change in (i) amendment, or termination of, or receipt of notice of termination of, the authorized Agency Agreement, or issued capital stock of PRCO; grant any relinquishment, waiver, or release of any stock option or material right to purchase shares of capital stock of PRCO; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirementunder the Agency Agreement, or other acquisition any notice of default under, or payment any circumstance constituting default (whether or not material) on the part of any dividend the Company or other distribution or payment in respect of shares of capital stockACIC under the Agency Agreement; (ii. ) (A) amendment to the Organizational Documents of PRCOthe Company, (B) merger by the Company with or into or consolidation by the Company with any other Person, (C) subdivision in any way or reclassification of any shares of capital stock or other equity or ownership interests (including the Purchased Shares) of the Company, or (D) change or agreement to change in any manner the rights of any shareholder of the Company or the character of the Business conducted by the Company; (iii. ) material payment or increase by the Company of any bonuses, salaries, or other compensation to any manager, officer, or employee (except in the ordinary course of business consistent with past practice) or the execution or amendment by the Company of any employment, severance, deferred compensation or similar Contract with any manager, officer, or employee; (iv) adoption or amendment of any Employee Benefit Plan, or, except in the ordinary course of business and consistent with past practice and the terms of such Employee Benefit Plans, increase in the payments to or benefits under any Employee Benefit Plan identified on Schedule 3.8(b); (v) damage to or destruction or loss of any asset property or property assets of PRCOthe Company, whether or not covered by insurance or any other event or circumstanceinsurance, materially and adversely affecting which in the properties, assets, business, financial condition, or prospects of PRCOaggregate exceeded Five Thousand Dollars ($5,000.00); iv. receipt of notice that any of its substantial customers have terminated or intends to terminate their relationship(vi) acquisition, which termination would have a material adverse effect on its financial condition, results or operations, business assets or properties of PRCO; v. entry into any transaction other than in the Ordinary Course of Business; vi. entry into, termination of, or receipt of written notice of termination of any (i) license, distributorship, dealer, sales representative, joint venture, credit, or similar agreement, or (ii) contract or transaction; vii. sale, lease, or other disposition of any asset property or property assets of PRCO the Company, or any mortgage, pledge, or imposition of any lien or other encumbrance Encumbrance on any asset of the Company’s property or assets, other than the acquisition, sale or disposition of property or assets in the ordinary course of PRCOBusiness consistent with past practice; viii. cancellation or waiver of any claims or rights with a value to PRCO in excess of $10,000; ix. (vii) material change in the accounting methods methods, policies or practices used by PRCOthe Company; x. accrual (viii) issuance of securities or declaration or payment of any salaries dividends by the Company, or declaration or making of any other distributions of any kind to the Seller by the Company, or any direct or indirect redemption, retirement, purchase, or other compensationacquisition by the Company of any shares of capital stock or other equity interests of the Company or issuance of any options, increase warrants or rights to subscribe for or purchase any shares of capital stock or other equity interests of the Company (including any Purchased Shares); (ix) loans, advances or capital contributions made by the Company to, or investments made by the Company in, any Person (including but not limited to ACIC), other than loans or advances to employees in salariesthe ordinary course of the Business and which, compensation in the aggregate, do not exceed One Thousand Dollars ($1,000.00); (x) other than the Agency Agreement, which is addressed in clause (i) of this Section 3.11(a), (i), execution, amendment, or bonuses termination of, or retention or hiring receipt of notice of termination of, any consultant Material Contract or employeeany relinquishment, waiver, or release of any material right under any Material Contract, except for such actions effected in the ordinary course of business consistent with past practice and which, in the aggregate, would not be material to the operation of the Business or to the Company; (xi. debt ) capital expenditures or other liability incurredcapital additions or betterments to the Business in excess of Ten Thousand Dollars ($10,000.00) individually or Twenty-Five Thousand Dollars ($25,000.00) in the aggregate; (xii) incurring by the Company of any Indebtedness which exceeds Five Thousand Dollars ($5,000.00); (xiii) acceleration or delay in the collection of any notes or accounts receivable in advance of or beyond their due dates, other than any such acceleration or delay in the PRCO Debenturescollection of such notes or accounts receivable for a period of no more than ninety (90) days in the ordinary course of business, consistent with past practices, and in amounts which do not exceed, in the aggregate, Five Thousand Dollars ($5,000.00); (xiv) acceleration or delay of the payment of any accounts payable or other Liabilities beyond or in advance of their due dates, other than any such acceleration or delay in payment of such accounts payable or other Liabilities for a period of no more than ninety (90) days in the ordinary course of business, consistent with past practices, and in amounts which do not exceed, in the aggregate, Five Thousand Dollars ($5,000.00); (xv) settlement of any Proceeding or release of any Threatened Proceeding against the Company; or xii. (xvi) agreement, whether oral or written, by PRCO the Company to do any of the foregoingforegoing set forth in clauses (i) through (xv) of this Section 3.11(a). (b) Except as set forth on Schedule 3.11(b), other than since January 1, 2019, the Purchase AgreementCompany has not suffered any change or event which had or, to the Knowledge of the Seller, could reasonably be expected to have, a Material Adverse Effect.

Absence of Certain Changes and Events. Except as set forth in Schedule 4.2(m) hereto3.16, since December 31, 2001 and for clauses (f), (g), and (i) of this Section 3.16, since December 31, 2000, the date of Business has been conducted by the PRCO Balance Sheet, PRCO has conducted Seller and its business Related Persons only in the Ordinary Course of Business, there has not been any material adverse effect on PRCO's business or operations, Business and there has not been been, with respect to or relating to the Business, any: i. change (a) issuance of any membership interests in the authorized or issued shares of capital stock of PRCOany Acquired Company except as necessary to provide for the creation of the Acquired Companies and consistent with Section 3.3; grant of any stock option or right to purchase membership interests in or shares of capital stock of PRCOany Acquired Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, retirement or other acquisition by any Acquired Company of any membership interests in or shares of any such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of shares of capital stock; ii. (b) amendment to the Organizational Documents of PRCOany of the Heat Transfer Existing Subsidiaries or any Acquired Company except as may be necessary to provide for the creation of the Acquired Companies; iii. (c) except in the Ordinary Course of Business, payment or increase by any Acquired Company of any management fee or any bonuses, salaries, or other compensation to any stockholder, director, officer or employee or entry into any employment, severance or similar Contract with any director, officer or employee; (d) except in the Ordinary Course of Business, adoption of, or 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 of any Acquired Company; (e) damage to or destruction or loss of any asset or property of PRCOany Acquired Company, whether or not covered by insurance or any other event or circumstanceinsurance, materially and adversely affecting the properties, assets, business, financial condition, condition or prospects of PRCOthe Business or the Acquired Companies, taken as a whole; iv. receipt of notice that any of its substantial customers have terminated or intends to terminate their relationship, which termination would have a material adverse effect on its financial condition, results or operations, business assets or properties of PRCO; v. entry into any transaction other than in the Ordinary Course of Business; vi. (f) entry into, termination of, of or receipt of written notice of termination of any (i) any license, distributorship, dealer, sales representative, joint venture, credit, credit or similar agreementagreement which would have a material impact on the Business, or (ii) contract any Contract or transactiontransaction involving a total remaining commitment by or to any Acquired Company of at least $100,000; vii. (g) except in the Ordinary Course of Business, sale, lease, lease or other disposition of any asset or property of PRCO any Acquired Company or mortgage, pledge, pledge or imposition of any lien or other encumbrance on any material asset or property of PRCOany Acquired Company or otherwise relating to the Business, including the sale, lease or other disposition of any of the Intellectual Property Assets; viii. (h) cancellation or waiver of any claims or rights with a value to PRCO any Acquired Company in excess of $10,00025,000; ix. (i) material change in the accounting methods used by PRCO; x. accrual or payment of any salaries or other compensation, increase in salaries, compensation or bonuses or retention or hiring of, any consultant or employee; xi. debt or other liability incurred, other than the PRCO DebenturesAcquired Company; or xii. (j) agreement, whether oral or written, by PRCO Seller or any Acquired Company to do any of the foregoing, other than the Purchase Agreement.

Absence of Certain Changes and Events. Except as set forth in Schedule 4.2(m) 7.1 hereto, since the date of the PRCO Balance Sheet, PRCO has conducted its business only in the Ordinary Course of Business, interim financial statements there has not been any been: 7.1.20.1 Any material adverse effect on PRCO's business or operations, and there has not been any: i. change in the authorized or issued capital stock of PRCO; grant of any stock option or right to purchase shares of capital stock of PRCO; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition or payment of any dividend or other distribution or payment in respect of shares of capital stock; ii. amendment to the Organizational Documents of PRCO; iii. damage to or destruction or loss of any asset or property of PRCO, whether or not covered by insurance or any other event or circumstance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of PRCO; iv. receipt of notice that any of its substantial customers have terminated or intends to terminate their relationship, which termination would have a material adverse effect on its financial condition, results of operation, assets, liabilities or operationsprospects of Harvest, business assets or properties of PRCOany occurrence, circumstance, or combination thereof which reasonably could be expected to result in any such material adverse change; v. entry 7.1.20.2 Any transaction relating to or involving Harvest, or the assets of Harvest which was entered into any transaction or carried out by Harvest other than for fair consideration in the Ordinary Course ordinary course of Businessbusiness; vi. entry into, termination of, 7.1.20.3 Any change by Harvest in its accounting or receipt of written notice of termination tax practices or procedures; 7.1.20.4 Any incurrence of any (i) licenseliability, distributorship, dealer, sales representative, joint venture, credit, or similar agreement, or (ii) contract or transactionother than liabilities incurred in the ordinary course of business consistent with past practices; vii. 7.1.20.5 Any sale, lease, or other disposition of, or any agreement to sell, lease, or dispose of any asset of its properties (whether leased or property owned), or the assets of PRCO Harvest, other than sales, leases, or mortgagedispositions of goods, materials, or equipment in the ordinary course of business or as contemplated by this Agreement; 7.1.20.6 Any event permitting any of the assets or the properties of Harvest (whether leased or owned) to be subjected to any pledge, encumbrance, security interest, lien, charge, or imposition claim of any kind whatsoever (direct or indirect) (collectively, "Liens"); 7.1.20.7 Any increase in compensation or any adoption of, or increase in, any bonus, incentive compensation, pension, profit sharing, retirement, insurance, medical reimbursement or other employee benefit plan, payment or arrangement to, for, or with any employee of Harvest; 7.1.20.8 Any payment or distribution of any bonus to, or cancellation of indebtedness owing from, or incurring of any liability relating to any employees, consultants, directors, officers, or agents, or any persons related thereto; 7.1.20.9 Any notice (written or unwritten) from any employee of Harvest that such employee has terminated, or intends to terminate, such employee's employment with Harvest; 7.1.20.10 Any adverse relationship or condition with suppliers or vendors that may have an adverse effect on Harvest; 7.1.20.11 Any event, including, without limitation, shortage of materials or supplies, fire, explosion, accident, requisition or taking of property by any governmental agency, flood, drought, earthquake, or other natural event, riot, act of God or a public enemy, or damage, destruction, or other casualty, whether covered by insurance or not, which has had an adverse effect on Harvest, the properties (whether leased or owned), or any such event which could be expected to have an adverse effect on Harvest, the properties (whether leased or owned), or the assets of Harvest; 7.1.20.12 Any modification, waiver, change, amendment, release, rescission, accord and satisfaction, or termination of, or with respect to, any term, condition, or provision of any contract, agreement, license, or other instrument to which Harvest is a party and relating to or affecting the Harvest other than any satisfaction by performance in accordance with the terms thereof in the ordinary course of business; 7.1.20.13 Any discharge or satisfaction of any lien or payment of any liabilities, other encumbrance on any asset or property than in the ordinary course of PRCObusiness; viii. cancellation or 7.1.20.14 Any waiver of any claims or rights with a of substantial value to PRCO in excess of $10,000; ix. material change in the accounting methods used by PRCO; x. accrual or payment of any salaries or other compensation, increase in salaries, compensation or bonuses or retention or hiring of, any consultant or employee; xi. debt or other liability incurredHarvest, other than waivers having no material adverse effect on Harvest; 7.1.20.15 Any issuance of equity securities of Harvest or any issuance of warrants, calls, options or other rights calling for the PRCO Debenturesissuance, sale, or delivery of Harvest's equity securities; 7.1.20.16 Any declaration of any dividend or any distribution of any shares of its capital stock, or redemption, purchase, or other acquisition of any shares of its capital stock or any grant of an option, warrant, or other right to purchase or acquire any such shares; 7.1.20.17 Any amendment, or agreement to amend, Harvest's Articles of Incorporation or Bylaws, or any merger or consolidation with, or any agreement to merge or consolidate with, any other corporation, partnership, limited liability company or any other entity; 7.1.20.18 Any reduction, or agreement to reduce, the cash or short-term investments of Harvest, other than to meet cash needs arising in the ordinary course of business; 7.1.20.19 Any work interruptions, labor grievances or claims filed, proposed law or regulation or any event of any character, materially adversely affecting future prospects of Harvest; 7.1.20.20 Any revaluation by Harvest of any of its assets; 7.1.20.21 Any loan by Harvest to any person or entity, or any guaranty by Harvest of any loan; or xii. agreement7.1.20.22 Any other event or condition of any character which materially adversely affects, or reasonably may be expected to so affect, the assets of Harvest or the properties (whether oral leased or written, by PRCO to do any owned) of the foregoing, other than the Purchase AgreementHarvest.

Absence of Certain Changes and Events. Except as set forth in Schedule 4.2(m) hereto3.16, since the date of the PRCO Balance Sheet, PRCO has the Cinemex Companies have conducted its business their businesses only in the Ordinary Course of Business, there has not been any material adverse effect on PRCO's business or operations, Business and there has not been been, other than as part of the Recapitalization, any: i. (a) change in the any Cinemex Company's authorized or issued capital stock of PRCOstock; grant of any stock option or right to purchase shares of capital stock of PRCOany Cinemex Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by any Cinemex Company of any shares of any such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of shares of capital stock; ii. (b) amendment to the Organizational Documents of PRCOany Cinemex Company; iii. (c) payment or increase by any Cinemex Company of any bonuses, salaries, or other compensation to any stockholder, director, officer (except for payment at the rates in effect on the date of the Balance Sheet, or except in the Ordinary Course of Business) employee, or entry into any employment, severance or similar Contract with any director, officer or employee; (d) adoption of, or increase in the payments to or benefits under, any Plan; (e) damage to or destruction or loss of any asset or property of PRCOany Cinemex Company, whether or not covered by insurance insurance, which would, individually or any other event or circumstancein the aggregate, materially and adversely affecting the properties, assets, business, financial condition, or prospects of PRCOreasonably be expected to have a Material Adverse Effect; iv. receipt of notice that any of its substantial customers have terminated or intends to terminate their relationship, which termination would have a material adverse effect on its financial condition, results or operations, business assets or properties of PRCO; v. entry into any transaction other than in the Ordinary Course of Business; vi. (f) entry into, termination of, or receipt of written notice of termination of any (i) any license, distributorship, dealer, sales representative, joint venture, credit, lease, or similar agreement, or (ii) contract any Contract or transactiontransaction involving a total remaining commitment by or to any Cinemex Company of at least $2'500,000 pesos (excluding film Contracts, screen advertising Contracts having a duration of less than one year, internet provider Contracts and, solely in the case of the entering into of Contracts, the other Contracts disclosed on Schedule 3.17(a)); vii. sale(g) sale (other than sales of inventory in the Ordinary Course of Business and sales or other dispositions of equipment deemed surplus, leaseobsolete or no longer necessary to the business of any Cinemex Company), lease or other disposition of any material asset or property of PRCO any Cinemex Company or mortgage, pledge, pledge or imposition of any lien or other encumbrance Encumbrance on any material asset or property of PRCOany Cinemex Company, including the sale, lease or other disposition of any material intellectual property; viii. (h) cancellation or waiver of any claims or rights with with, to Cinemex's Knowledge, a value to PRCO any Cinemex Company in excess of $10,0001'000,000 pesos; ix. material (i) change in the accounting methods used by PRCO; x. accrual or payment of any salaries or other compensation, increase in salaries, compensation or bonuses or retention or hiring of, any consultant or employee; xi. debt or other liability incurred, other than the PRCO DebenturesCinemex Company; or xii. (j) agreement, whether oral or written, by PRCO any Cinemex Company to do any of the foregoing, other than the Purchase Agreement.

Absence of Certain Changes and Events. Except as set forth in Schedule 4.2(m) heretoPart 3.14 of the Disclosure Letter, since the date of the PRCO Balance Sheet, PRCO each of the Companies has conducted its business only in the Ordinary Course of Business, there has not been any material adverse effect on PRCO's business or operations, Business and there has not been any: i. (a) change in the authorized or issued capital stock or other equity securities of PRCOany of the Companies; grant of any stock option or right to purchase shares of capital stock of PRCOor other equity interest in any of the Companies; issuance of any security convertible into such capital stockstock or other equity interest; grant of any registration rights; purchase, redemption, retirement, retirement or other acquisition by any of the Companies of any shares of any such capital stock or other equity securities; or declaration or payment of any dividend or other distribution or payment in respect of shares of capital stockstock or other equity securities; ii. (b) amendment to the Organizational Documents of PRCOany of the Companies; iii. (c) damage to or destruction or loss of any asset or property of PRCO, whether or not covered by insurance or any other event or circumstance, materially and adversely affecting of the properties, assets, business, financial conditionCompanies that would reasonably be expected to have a Material Adverse Effect; (d) adoption of, or prospects increase in the payments to or benefits under, any plan, arrangement or policy that is an Employee Benefit Plan or that would be treated as an Employee Benefit Plan if in effect on the date of PRCOthis Agreement, nor has there been any termination of any Employee Benefit Plan; iv. receipt of notice that any of its substantial customers have terminated or intends to terminate their relationship, which termination would have a material adverse effect on its financial condition, results or operations, business assets or properties of PRCO; v. entry into any transaction other than in the Ordinary Course of Business; vi. (e) entry into, termination by any of the Companies of, or receipt of written notice of termination of any (i) any license, distributorship, dealer, sales representative, joint venture, credit, or similar agreement, or (ii) contract any Contract or transactiontransaction involving a total remaining commitment by or to the Companies of at least $100,000; vii. sale(f) termination by the Companies of, or receipt of notice of termination of any Contract pursuant to which the Companies have made sales in excess of $250,000 during the immediately preceding 12 months; (g) sale (other than sales of inventory and disposal of fixed assets in the Ordinary Course of Business), lease, or other disposition of any asset or property of PRCO the Companies in excess of $100,000 or mortgage, pledge, or the imposition of any lien or other encumbrance Encumbrance on any material asset or property of PRCOthe Companies, including the sale, lease, or other disposition of any of the Intellectual Property Assets, other than Permitted Encumbrances; viii. (h) cancellation or waiver of any claims or rights with a value to PRCO the Companies in excess of $10,000100,000; ix. material (i) Tax election or change in the accounting methods used by PRCOany of the Companies; x. accrual (j) material change in the reserve for Accounts Receivable or payment the quantities of any salaries or other compensation, increase in salaries, compensation or bonuses or retention or hiring of, any consultant or employee; xi. debt or other liability incurredeach item of inventory, other than in the PRCO DebenturesOrdinary Course of Business; (k) Contract (or series of related Contracts) involving more than $250,000 or outside the Ordinary Course of Business entered into by the Companies; (l) dividend declared, set aside or paid or any distribution made with respect to any capital stock or equity interests (whether in cash or in kind) or redemption purchase, or other acquisition of any capital stock or equity interests; (m) loan by the Companies to, or any other transaction with, any of the shareholders, directors, officers, employees or Related Persons or any of them, other than deferment of interest on the Promissory Notes; (n) increase in excess of five percent (5%) of the base compensation of any of the Companies’ officers or, except for hourly or other employees whose annual compensation (including bonuses) is less than $100,000, employees, or any other change in the employment terms for any of such officers or employees; (o) acceleration of the collection of accounts receivable or delay in paying accounts payable (except in the Ordinary Course of Business consistent with past practices); or xii. agreement(p) written agreement by any of the Companies to do, whether oral or writtenwhich would result in, by PRCO to do any of the foregoing, other than the Purchase Agreement.

Absence of Certain Changes and Events. Except as set forth in Schedule 4.2(m) hereto3.14 or as otherwise specifically contemplated by this Agreement, since the date of the PRCO Interim Balance Sheet, PRCO the Company has conducted its business Business only in the Ordinary Course of Business, there has not been any material adverse effect on PRCO's business or operations, Business and there has not been any: i. (a) change in the Company's authorized or issued capital stock of PRCO; stock, grant of any stock option or right to purchase shares of capital stock of PRCOthe Company; issuance of any security convertible into such capital stock; , grant of any registration rights; , grant of options, warrants or stock awards, purchase, redemption, retirement, or other acquisition by the Company of any shares of any such capital stock, or declaration or payment of any dividend or other distribution or payment in respect of shares of capital stock; ii. (b) amendment to the Organizational Documents of PRCOthe Company; iii. (c) except in the Ordinary Course of Business, payment or increase by the Company of any bonuses, salaries, loans, perquisites, severance arrangements or other compensation to any stockholder, director, officer, or employee or entry into any employment, severance, or similar Contract with any director, officer, or employee; (d) adoption of, or 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 of the Company; (e) damage to or destruction or loss of any asset or property of PRCOthe Company, whether or not covered by insurance or any other event or circumstanceinsurance, materially and adversely affecting which would cause a Material Adverse Change to the properties, assets, business, business or financial condition, or prospects condition of PRCOthe Company; iv. receipt of notice that any of its substantial customers have terminated or intends to terminate their relationship, which termination would have a material adverse effect on its financial condition, results or operations, business assets or properties of PRCO; v. entry into any transaction other than (f) except in the Ordinary Course of Business; vi. , entry into, termination of, or receipt of written notice of termination of any (i) any license, distributorship, dealer, sales representative, joint venture, credit, or similar agreement, or (ii) contract any Contract or transaction; vii. sale, lease, transaction involving a total remaining commitment by or other disposition to the Company of any asset at least $50,000 or property of PRCO or mortgage, pledge, or imposition of any lien or other encumbrance on any asset or property of PRCO; viii. cancellation or waiver of any claims or rights with a value to PRCO term in excess of $10,000twelve (12) months; ix. (g) material change in the accounting methods or principles or practices used by PRCOthe Company; x. accrual or (h) payment of long term debt except as in accordance with the normal scheduled maturities for any salaries long term debt; (i) grant or making of any mortgage or pledge or subject itself or any of its properties or assets (tangible or intangible) to any claim, lien, charge or encumbrance of any kind (absolute or contingent), except liens for Taxes not currently due; (j) making of any commitment or incurring of any liability, through negotiations or otherwise, to any labor organization which could have a Material Adverse Change; (k) increase or establishment of any reserve for Taxes or other compensationliabilities on its books or otherwise provide therefor, increase except for Taxes or other liabilities relating to the Ordinary Course of Business of the Company since the date of the Interim Balance Sheet; or write up or down the value of inventory or determine as collectable any notes or accounts receivable that were previously considered to be uncollectible, except for write-ups or write-downs in salaries, compensation or bonuses or retention or hiring of, any consultant or employeeaccordance with GAAP in the Ordinary Course of Business consistent with past practice; xi. debt (l) making or other liability incurredauthorizing of any capital expenditure in excess of $100,000 for any individual commitment, other than the PRCO Debenturesexcept as may be necessary for ordinary repair, maintenance or replacement; or xii. (m) entry into any contract, except in the Ordinary Course of Business, for the sale of goods or the performance of services for or by the Company that is not terminable upon sixty (60) days’ notice or less; entry into any contract continuing for a period of more than three months from its date that is not terminable upon sixty (60) days’ notice or less; entry into any agreement or instrument, except in the Ordinary Course of Business, relating to the borrowing or lending of money or extension of credit, guarantee or indemnitee of any Person with respect to any obligation for borrowed money or otherwise, excluding endorsements made for collection; or making or permitting to be made any amendment, modification, cancellation or termination of any material contract, agreement, whether oral lease, license, finance agreement or writtenwritten evidence of indebtedness, by PRCO to do any except for the renewal of lines of credit in place as of the foregoingdate hereof, other than in an amount and on terms consistent with past practice of the Purchase AgreementCompany.

Absence of Certain Changes and Events. Except as set forth in Schedule 4.2(m) heretoPart 3.16 of the Disclosure Letter, since the date of the PRCO Balance Sheet, PRCO the Company has conducted its business businesses only in the Ordinary Course of Business, there has not been any material adverse effect on PRCO's business or operations, Business and there has not been any: i. (a) change in the Company's authorized or issued capital stock of PRCOstock; grant of any stock option or right to purchase shares of capital stock of PRCOthe Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by the Company of any shares of any such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of shares of capital stock; ii. (b) amendment to the Organizational Documents of PRCOthe Company; iii. (c) payment or increase by the Company of any bonuses, salaries, or other compensation to any stockholder, director, officer, or (except in the Ordinary Course of Business) employee or entry into any employment, severance, or similar Contract with any director, officer, or employee; (d) adoption of, or 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 of the Company; (e) damage to or destruction or loss of any asset or property of PRCOthe Company, whether or not covered by insurance or any other event or circumstanceinsurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of PRCOthe Company, taken as a whole; iv. receipt of notice that any of its substantial customers have terminated or intends to terminate their relationship, which termination would have a material adverse effect on its financial condition, results or operations, business assets or properties of PRCO; v. entry into any transaction other than in the Ordinary Course of Business; vi. (f) entry into, termination of, or receipt of written notice of termination of any (i) any license, distributorship, dealer, sales representative, joint venture, credit, or similar agreement, or (ii) contract any Contract or transactiontransaction involving a total remaining commitment by or to the Company of at least $10,000; vii. sale(g) sale (other than sales of inventory in the Ordinary Course of Business), lease, or other disposition of any asset or property of PRCO the Company or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of PRCOthe Company, including the sale, lease, or other disposition of any of the Intellectual Property Assets; viii. (h) cancellation or waiver of any claims or rights with a value to PRCO the Company in excess of $10,000; ix. (i) material change in the accounting methods used by PRCO; x. accrual or payment of any salaries or other compensation, increase in salaries, compensation or bonuses or retention or hiring of, any consultant or employee; xi. debt or other liability incurred, other than the PRCO DebenturesCompany; or xii. (j) agreement, whether oral or written, by PRCO the Company to do any of the foregoing, other than the Purchase Agreement.

Absence of Certain Changes and Events. Except as set forth in Schedule 4.2(m) heretoPart 3.16 of the Disclosure Letter or as specifically permitted by this Agreement, since the date of Interim Balance Sheet Date, the PRCO Balance Sheet, PRCO has Company have conducted its business their businesses only in the Ordinary Course of Business, there has not been any material adverse effect on PRCO's business or operations, Business and there has not been any: i. (a) change in the Company's authorized or issued capital stock of PRCOstock; grant of any stock option or right to purchase shares of capital stock of PRCOthe Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by the Company of any shares of any such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of shares of capital stock; ii. (b) amendment to the Organizational Documents of PRCOthe Company; iii. (c) payment or increase by the Company of any bonuses, salaries, or other compensation to any stockholder, director, officer, or (except in the Ordinary Course of Business) employee or entry into any employment, severance, or similar Contract with any director, officer, or employee; (d) adoption of, or 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 of the Company; (e) damage to or destruction or loss of any asset or property of PRCOthe Company, whether or not covered by insurance or any other event or circumstanceinsurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of PRCOthe Company, taken as a whole; iv. receipt of notice that any of its substantial customers have terminated or intends to terminate their relationship, which termination would have a material adverse effect on its financial condition, results or operations, business assets or properties of PRCO; v. entry into any transaction other than in the Ordinary Course of Business; vi. (f) entry into, termination of, or receipt of written notice of termination of any (i) any license, distributorship, dealer, sales representative, joint venture, credit, or similar agreement, or (ii) contract any Contract or transactiontransaction involving a total remaining commitment by or to the Company of at least $50,000; vii. sale(g) sale (other than sales of inventory in the Ordinary Course of Business), lease, or other disposition of any asset or property of PRCO the Company or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of PRCOthe Company, including the sale, lease, or other disposition of any of the Intellectual Property Assets; viii. (h) cancellation or waiver of any claims or rights with a value to PRCO the Company in excess of $10,00050,000; ix. (i) material change in the accounting methods used by PRCO; x. accrual or payment of any salaries or other compensation, increase in salaries, compensation or bonuses or retention or hiring of, any consultant or employee; xi. debt or other liability incurred, other than the PRCO DebenturesCompany; or xii. (j) agreement, whether oral or written, by PRCO the Company to do any of the foregoing, other than the Purchase Agreement.

Absence of Certain Changes and Events. Except as set forth in ------------------------------------- Schedule 4.2(m) hereto3.11, since the date dates of the PRCO respective most recent Year-End Balance SheetSheets, PRCO has the Acquired Companies have conducted its business their businesses only in the Ordinary Course ordinary course of Business, there has not been any material adverse effect on PRCO's business or operations, and there has not been any: i. (a) change in the Commercial's authorized or issued capital stock of PRCOstock; grant of any stock option or right to purchase shares of capital stock of PRCOstock; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition of any shares of any such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of shares of capital stockstack; ii. (b) amendment to the Organizational Documents of PRCOany Acquired Company; iii. damage to (c) payment or destruction or loss increase by any Acquired Company of any asset or property of PRCObonuses, whether or not covered by insurance or any other event or circumstance, materially and adversely affecting the properties, assets, business, financial conditionsalaries, or prospects of PRCO; iv. receipt of notice that other compensation to any of its substantial customers have terminated stockholder, partner, trustee, director, officer, or intends to terminate their relationship, which termination would have a material adverse effect on its financial condition, results manager or operations, business assets or properties of PRCO; v. entry into any transaction other than in the Ordinary Course of Businessemployment, severance, or similar contract or agreement with any director, officer, or manager; vi. entry into, termination (d) adoption of, or receipt of written notice of termination of increase in the payments to or benefits under, any (i) licenseprofit sharing, distributorshipbonus, dealerdeferred compensation, sales representativesavings, joint ventureinsurance, creditpension, or similar agreement, or (ii) contract or transaction; vii. sale, leaseretirement, or other disposition employee benefit plan for or with any officer or manager of any asset or property of PRCO or mortgage, pledge, or imposition of any lien or other encumbrance on any asset or property of PRCOAcquired Company; viii. cancellation or waiver of any claims or rights with a value to PRCO in excess of $10,000; ix. material (e) change in the accounting methods used by PRCOany Acquired Company; x. accrual (f) Material Adverse Effect; (g) making of or payment changes to any material Tax election, or compromise of any salaries material liability for Taxes; (h) sale, transfer, pledge or other compensation, increase disposition of any of the assets of either Acquired Company having an aggregate value of $200,000 or more (except sales of inventory in salaries, compensation or bonuses or retention or hiring of, any consultant or employeethe ordinary course of business) and the assets listed on Part I of Schedule 2.1(f); xi. debt (i) entering into, amendment, termination, waiver or cancellation of any agreement requiring the expenditure of $250,000 or more per year, or any termination, amendment, waiver or cancellation of any material right or claim of any Acquired Company under any such agreement; (j) material change in policies, operations or practices of either Acquired Company with respect to selling methods, returns, discounts or other liability incurred, other non-price terms of sale; (k) any commitment to purchase or pay for equipment after the date hereof, (l) any capital appropriation or expenditure or commitment therefor on behalf of either Acquired Company in excess of $1,500,000 individually or $2,000,000 in the aggregate or any write-down or write-up of the value of any inventory or equipment of either of the Acquired Companies; (m) any purchase contracts or commitments which are in excess of the requirements of the respective businesses of the Acquired Companies or at prices higher than the PRCO Debenturescurrent market prices; or xii. agreement(n) any commitment, whether oral legally binding or writtenotherwise, by PRCO to do any of the foregoing, other than the Purchase Agreement.

Absence of Certain Changes and Events. Except as set forth in Schedule 4.2(m) heretoPart 3.24 of the Disclosure Schedule, since October 5, 2006, the date of the PRCO Balance Sheet, PRCO Company has conducted its business businesses only in the Ordinary Course of Business, there has not been any material adverse effect on PRCO's business or operations, Business and there has not been any: i. change (a) Distributions, dividends declared or any other payments made to (other than any payment to employees, which are covered by subsection (b) below), transactions with, the Sellers or any Affiliates (other than tax distributions or dividends); (b) Payment or increase by the Company of any bonuses, salaries, or other compensation to any shareholder, director, officer, or (except in the Ordinary Course of Business) employee other than (i) payments pursuant to employment arrangements prior to such date or (ii) payment of any year-end bonuses consistent with historical standards and in the Ordinary Course of Business; (c) Adoption of, or 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 of the Company except as required by law or pursuant to the terms of any plan or arrangement in effect prior to such date; (d) Entry into any employment, severance, or similar Contract with any director, officer, or employee, other than in the Ordinary Course of Business; (e) Capital expenditures exceeding Fifty Thousand Dollars ($50,000); (f) Payments to any of the Company’s vendors, suppliers or service providers or any other third party, except in the Ordinary Course of Business and consistent with past practice or to increase inventory in anticipation of sales to GNC; (g) Change in the Company’s authorized or issued capital stock of PRCOstock; grant of any stock option or right to purchase shares of capital stock of PRCOthe Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by the Company of any shares of any such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of shares of capital stockstock (other than tax distributions or dividends); ii. amendment (h) Amendment to the Organizational Documents of PRCOthe Company; iii. damage (i) Damage to or destruction or loss of any asset or property of PRCOthe Company, whether or not covered by insurance or any other event or circumstanceinsurance, materially and adversely affecting the properties, assets, business, or financial conditioncondition of the Company, or prospects of PRCOtaken as a whole; iv. receipt of notice that any of its substantial customers have terminated or intends to terminate their relationship, which termination would have a material adverse effect on its financial condition, results or operations, business assets or properties of PRCO; v. entry into any transaction other than in the Ordinary Course of Business; vi. entry (j) Entry into, termination of, or receipt of written notice of termination of any (i) any license, distributorship, dealer, sales representative, joint venture, credit, or similar agreement, or (ii) contract any Contract or transactiontransaction involving a remaining commitment by or to the Company outside the Ordinary Course of Business; vii. sale(k) Sale (other than sales of inventory in the Ordinary Course of Business), lease, or other disposition of any asset or property of PRCO the Company or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of PRCOthe Company, including the sale, lease, or other disposition of any of the Intellectual Property Assets; viii. cancellation (l) Cancellation or waiver of any claims or rights with a value to PRCO in excess materially and adversely affecting the properties, assets, business, or financial condition of $10,000the Company; ix. material (m) Material change in the accounting methods used by PRCOthe Company; x. accrual or payment (n) Filing of any salaries Proceeding or other compensation, increase in salaries, compensation any failure to respond to or bonuses or retention or hiring of, prosecute any consultant or employee; xi. debt or other liability incurred, other than the PRCO Debenturespending Proceeding; or xii. agreement(o) Agreement, whether oral or written, by PRCO the Company to do any of the foregoing, other than the Purchase Agreement.

Absence of Certain Changes and Events. Except as set forth in Schedule 4.2(m) heretoPart 4.14 of the Disclosure Letter, since December 31, 1997, the date of the PRCO Balance Sheet, PRCO has Lalande Acquired Companies have conducted its business their businesses only in the Ordinary Course of Business, there has not been any material adverse effect on PRCO's business or operations, Business and there has not been any: i. (a) change in the any Lalande Acquired Company's authorized or issued capital stock of PRCOstock; grant of any stock option or right to purchase shares of capital stock of PRCOany Lalande Acquired Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by any Lalande Acquired Company of any shares of any such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of shares of capital stock; ii. (b) amendment to the Organizational Documents of PRCOany Lalande Acquired Company; iii. (c) payment or increase by any Lalande Acquired Company of any bonuses, salaries, or other compensation to any shareholder, director, officer, or (except in the Ordinary Course of (d) adoption of, or 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 of any Lalande Acquired Company; (e) damage to or destruction or loss of any asset or property of PRCOany Lalande Acquired Company, whether or not covered by insurance or any other event or circumstanceinsurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of PRCOthe Lalande Acquired Companies, taken as a whole; iv. receipt of notice that any of its substantial customers have terminated or intends to terminate their relationship, which termination would have a material adverse effect on its financial condition, results or operations, business assets or properties of PRCO; v. entry into any transaction other than in the Ordinary Course of Business; vi. (f) entry into, termination of, or receipt of written notice of termination of any (i) any license, distributorship, dealer, sales representative, joint venture, credit, or similar agreement, or (ii) contract any Contract or transactiontransaction involving a total remaining commitment by or to any Lalande Acquired Company of at least $10,000; vii. (g) sale, lease, or other disposition of any material asset or property of PRCO any Lalande Acquired Company or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of PRCOany Lalande Acquired Company, including the sale, lease, or other disposition of any of the Lalande Intellectual Property Assets (as defined in Section 4.20); viii. (h) cancellation or waiver of any claims or rights with a value to PRCO any Lalande Acquired Company in excess of $10,000; ix. (i) material change in the accounting methods used by PRCOany Lalande Acquired Company; x. accrual or payment of any salaries or other compensation, increase in salaries, compensation or bonuses or retention or hiring of, any consultant or employee; xi. debt or other liability incurred, other than the PRCO Debentures; or xii. (j) agreement, whether oral or written, by PRCO any Lalande Acquired Company to do any of the foregoing; or (k) change in its business or billing or any change in any activity that (i) has had the effect of accelerating the recording and billing of accounts receivable or delaying the payment of expenses in connection with the business or any material accounts of any of the Lalande Acquired Companies or (ii) has had the effect of materially altering, other than modifying or changing the Purchase Agreementhistoric financial or accounting practices or policies of any of the Lalande Acquired Companies, including accruals of and reserves for Taxes.

Absence of Certain Changes and Events. Except as set forth disclosed in Schedule 4.2(m) heretoPart 3.10, since the date of the PRCO Company May 31 Balance Sheet, PRCO the Company has conducted its business only in the Ordinary Course of Business, there has not been any material adverse effect on PRCO's business or operations, Business and there has not been any: i. change in (a) grant, by Seller or the authorized or issued capital stock of PRCO; grant Company, of any stock equity option or right to purchase shares of capital stock of PRCOthe Company; issuance of any security convertible into such capital stockequity; grant grant, by Seller or the Company, of any registration rightsrights relating to any security of the Company; purchase, redemption, retirement, or other acquisition by the Company of any shares of the Company; or declaration or payment of any dividend or other distribution or payment in with respect of shares of capital stockto any shares; ii. (b) amendment to the Organizational Documents of PRCOthe Company; iii. (c) payment (except in the Ordinary Course of Business) or material increase by the Company of any bonuses, salaries, or other compensation to any director or employee, or (except in the Ordinary Course of Business) entry into any employment, severance, or similar Contract with any director or employee; (d) adoption of, material amendment to or material increase in the payments to or benefits under, any Plan or Other Benefit Obligation of the Company; (e) damage to or destruction or loss of any asset or property of PRCOthe Company, whether or not covered by insurance or any other event or circumstanceinsurance, materially and adversely affecting which could reasonably be expected to have a Material Adverse Effect on the properties, assets, business, financial condition, or prospects of PRCOCompany; iv. receipt of notice that any of its substantial customers have terminated or intends to terminate their relationship, which termination would have a material adverse effect on its financial condition, results or operations, business assets or properties of PRCO; v. (f) entry into any transaction other than in by the Ordinary Course of Business; vi. entry Company into, termination of, or receipt of written notice of termination of any (i) any material license, distributorship, dealer, sales representative, joint venture, credit, loan agreement or similar agreementguaranty, or (ii) contract except in the Ordinary Course of Business, any Contract or transactiontransaction involving a total remaining commitment by or to the Company of at least U.S.$100,000; vii. sale(g) sale (other than transfers of aircraft engines or Inventory which consists of airframe parts to Seller), lease, or other disposition of any material asset or property of PRCO or mortgagethe Company, pledgeincluding Intellectual Property, or imposition the creation of any lien or other encumbrance Encumbrance on any material asset or property of PRCOthe Company, in each case other than in the Ordinary Course of Business; viii. (h) cancellation or waiver of any claims or rights with a value to PRCO the Company in excess of $10,000;U.S.$50,000 other than in connection with RMA's or returns of Inventory in the Ordinary Course of Business; or ix. material (i) change in the accounting methods used by PRCO; x. accrual or payment of any salaries or other compensation, increase in salaries, compensation or bonuses or retention or hiring of, any consultant or employee; xi. debt or other liability incurred, other than the PRCO DebenturesCompany; or xii. agreement, whether oral or written, (j) Contract by PRCO the Company to do any of the foregoing, other than the Purchase Agreement.

Absence of Certain Changes and Events. Except as set forth in Schedule 4.2(m) hereto, since Since the date of the PRCO Balance Sheet, PRCO has the Acquired Companies have conducted its business their businesses only in the Ordinary Course of Business, there has not been any material adverse effect on PRCO's business or operations, Business and there has not been any: i. (a) change in the any Acquired Company's authorized or issued capital stock of PRCOstock; grant of any stock option or right to purchase shares of capital stock of PRCOany Acquired Company; issuance of any security of any Acquired Company convertible into such capital stock; grant of any registration rightsrights with respect to any security of any Acquired Company; purchase, redemption, retirement, retirement or other acquisition by any Acquired Company of any shares of capital stock of any Acquired Company; or declaration or payment of any dividend or other distribution or payment in respect of shares of capital stockstock of any Acquired Company that would reduce the Aggregate Consolidated Net Tangible Book Value to an amount less than $340,000,000; ii. (b) amendment to the Organizational Documents of PRCOany Acquired Company; iii. (c) payment or increase by any Acquired Company of any bonuses (not referred to in Section 8.3 [Payment of Bonuses]), salaries or other compensation (except in the Ordinary Course of Business) to any shareholder, director, officer or employee, or entry into any employment, severance or similar Contract with any director, officer or employee that obligates an Acquired Company to pay annual salary in excess of $400,000; (d) adoption of, or 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 of any Acquired Company, except for annual increases in the Ordinary Course of Business; (e) damage to or destruction or loss of any asset or property of PRCOany Acquired Company, whether or not covered by insurance or any other event or circumstanceinsurance, materially and adversely affecting the properties, assets, business, operations or financial conditioncondition of the Acquired Companies, or prospects of PRCOtaken as a whole; iv. receipt of notice that any of its substantial customers have terminated or intends to terminate their relationship, which termination would have a material adverse effect on its financial condition, results or operations, business assets or properties of PRCO; v. entry into any transaction other than in the Ordinary Course of Business; vi. (f) entry into, termination of, or receipt of written notice of termination of any (i) any license, distributorship, dealer, sales representative, joint venture, credit, credit or similar agreementagreement (other than in the Ordinary Course of Business), or (ii) contract any Contract or transactiontransaction involving a total remaining commitment by or to any Acquired Company of at least $500,000 (other than Contracts in the Ordinary Course of Business); vii. (g) sale, lease, lease or other disposition of any material asset or property of PRCO any Acquired Company or mortgage, pledge, pledge or imposition of any material lien or other material encumbrance on any material asset or property of PRCOany Acquired Company (other than in the Ordinary Course of Business); viii. (h) cancellation or waiver of any claims or rights with a value to PRCO any Acquired Company in excess of $10,000500,000; ix. (i) material change in the accounting methods used by PRCO; x. accrual any Acquired Company (except as required by GAAP or payment of any salaries or other compensation, increase in salaries, compensation or bonuses or retention or hiring of, any consultant or employee; xi. debt or other liability incurred, other than the PRCO Debenturesapplicable Law); or xii. (j) agreement, whether oral or written, by PRCO any Acquired Company to do any of the foregoing, other than the Purchase Agreement.

Absence of Certain Changes and Events. Except as set forth in Schedule 4.2(m) heretoPart 3.16 of the Disclosure Letter, since the date of the PRCO Interim Balance Sheet, PRCO has the Acquired Companies have conducted its business their businesses only in the Ordinary Course of Business, there has not been any material adverse effect on PRCO's business or operations, Business and there has not been any: i. (a) change in the any Acquired Company’s authorized or issued capital stock of PRCOequity securities; grant of any stock option or right to purchase shares equity securities of capital stock of PRCOany Acquired Company; issuance of any security convertible into such capital stockequity securities; grant of any registration rights; purchase, redemption, retirement, or other acquisition by any Acquired Company of any equity securities; or declaration or payment of any dividend or other distribution or payment in respect of shares of capital stocksuch equity securities; ii. amendment to (b) increase in the Organizational Documents rate of PRCOcompensation of any director, governor, officer, or employee or entry into any employment, severance, or similar Applicable Contract with any director, governor, officer, or (except in the Ordinary Course of Business) employee; iii. (c) adoption of, or 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 of any Acquired Company (other than amendments required by Legal Requirements); (d) damage to or destruction or loss of any material asset or property of PRCOany Acquired Company, whether or not covered by insurance or any other event or circumstance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of PRCOinsurance; iv. receipt of notice that any of its substantial customers have terminated or intends to terminate their relationship, which termination would have a material adverse effect on its financial condition, results or operations, business assets or properties of PRCO; v. entry into any transaction (e) sale (other than sales of inventory in the Ordinary Course of Business; vi. entry into, termination of, or receipt of written notice of termination of any (i) license, distributorship, dealer, sales representative, joint venture, credit, or similar agreement, or (ii) contract or transaction; vii. sale), lease, or other disposition of any asset or property of PRCO any Acquired Company with a book value in excess of $25,000 or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of PRCOany Acquired Company; viii. (f) cancellation or waiver of any claims or rights with a value to PRCO any Acquired Company in excess of $10,00025,000; ix. (g) material change in the accounting methods used by PRCOany Acquired Company; x. accrual (h) there has been no amendment to any of the Organizational Documents of the Acquired Companies, and the Acquired Companies have not effected or payment been a party to any Acquisition Transaction, recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; (i) each Acquired Company has not formed any subsidiary or acquired any equity interest or other interest in any other Person; (j) each Acquired Company has not made any capital expenditure exceeding $100,000; (k) each Acquired Company has not entered into a Contract with respect to indebtedness, nor has it modified any Contract with respect to indebtedness; (1) each Acquired Company has not written off as uncollectible, or established any extraordinary reserve with respect to, any billed or unbilled account receivable or other indebtedness outside existing reserves; (m) each Acquired Company has not (i) lent any sum of money to any Person or (ii) guaranteed any indebtedness or other obligations of any salaries or other compensation, increase in salaries, compensation or bonuses or retention or hiring of, any consultant or employeePerson; xi. debt or other liability incurred, (n) each Acquired Company has not made any tax election other than in the PRCO DebenturesOrdinary Course of Business; (o) each Acquired Company has not threatened in writing, commenced or settled any Proceeding; (p) each Acquired Company has not entered into any transaction or taken any other material action outside the Ordinary Course of Business; or xii. (q) agreement, whether oral or written, by PRCO any Acquired Company to do any of the foregoing, other than the Purchase Agreement.

Absence of Certain Changes and Events. Except as set forth in on Schedule 4.2(m) hereto2.11, since the date of the PRCO Bancshares Balance Sheet, PRCO Bancshares has conducted its business only in the Ordinary Course ordinary course of Business, there has not been any material adverse effect on PRCO's business or operations, and there has not been any: i. (a) change in the Bancshares' authorized or issued capital stock of PRCOstock; grant of any stock option or right to purchase shares of capital stock of PRCOBancshares; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by Bancshares of any shares of any such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of shares of capital stock; ii. (b) amendment to the Organizational Documents Bancshares' Articles of PRCOIncorporation or Regulations; iii. (c) payment or increase by Bancshares or Citizens of any bonuses, salaries, or other compensation to any shareholder, director, or (except in the ordinary course of business) officer or employee or entry into any employment, severance, or similar contract with any director, officer, or employee; (d) adoption of, or 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 of Bancshares or Citizens; (e) damage to or destruction or loss of any asset or property of PRCOBancshares, whether or not covered by insurance or any other event or circumstance, materially and adversely affecting the properties, assets, business, financial condition, or prospects involving a loss in excess of PRCO$25,000; iv. receipt of notice that any of its substantial customers have terminated or intends to terminate their relationship, which termination would have a material adverse effect on its financial condition, results or operations, business assets or properties of PRCO; v. entry into any transaction other than in the Ordinary Course of Business; vi. (f) entry into, termination of, or receipt of written notice of termination of any (i) any license, distributorship, dealer, sales representative, joint venture, credit, or similar agreement, or (ii) any contract or transactiontransaction involving a total remaining commitment by or to Bancshares of at least $100,000; vii. (g) sale, lease, or other disposition of any asset or property of PRCO Bancshares or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of PRCOBancshares, other than in the ordinary course of business; viii. (h) cancellation or waiver of any claims or rights with a value to PRCO Bancshares in excess of $10,000100,000; ix. (i) material change in the accounting methods used by PRCO; x. accrual or payment of any salaries or other compensation, increase in salaries, compensation or bonuses or retention or hiring of, any consultant or employee; xi. debt or other liability incurred, other than the PRCO DebenturesBancshares; or xii. (j) agreement, whether oral or written, by PRCO Bancshares to do any of the foregoing, other than the Purchase Agreement.

Absence of Certain Changes and Events. Except as set forth in Schedule 4.2(m) heretoSince the Balance Sheet Date, since the date of the PRCO Balance Sheet, PRCO Company has conducted its business only in the Ordinary Course ordinary course of Business, there has not been any material adverse effect on PRCO's business or operations, and there has not been any: i. (i) transfer or change of record or beneficial ownership by any member of its interest or any other Equity Interest in the authorized Company, issuance of any Equity Interest in Company or issued capital stock of PRCO; grant of any stock option or right to purchase shares of capital stock of PRCO; issuance of any security convertible into such capital stock; Equity Interest in Company, admission or agreement to admit any new member to Company, grant of any registration rights; purchase, redemption, retirement, or other acquisition or payment by Company of any dividend Equity Interest in Company, or any declaration, setting aside, payment of, agreement to pay, or other distribution or payment in respect of shares of capital stockany Equity Interest in Company; (ii. ) amendment to the Organizational Documents certificate of PRCOformation or operating agreement of Company; (iii. ) payment or increase by Company of any bonuses, salaries, or other compensation to any member, manager, officer or (except in the ordinary course of business) employee of Company or entry into any employment, severance, or similar Contract with any such Person; (iv) adoption of, or 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 of Company; (v) damage to or destruction or loss of any asset or property of PRCOCompany, whether or not covered by insurance or any other event or circumstanceinsurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of PRCO; iv. receipt of notice that any of its substantial customers have terminated or intends to terminate their relationship, which termination would have a material adverse effect on its financial condition, results or operations, business assets or properties of PRCOMaterial Adverse Change; v. entry into any transaction other than in the Ordinary Course of Business; (vi. ) entry into, termination of, or receipt of written notice of termination of any (i) license, distributorship, dealer, sales representative, joint venture, creditof, or similar agreementany material change to, or (ii) contract or transactionany Material Contract; (vii. sale) sale (other than sales of inventory in the ordinary course of business), lease, or other disposition of any asset or property of PRCO Company or mortgage, pledge, or imposition of any lien or other encumbrance Lien on any material asset or property of PRCOCompany, including the sale, lease, or other disposition of any of the Intellectual Property of Company; (viii. cancellation ) cancellation, waiver, or waiver compromise of any claims or rights with a value to PRCO Company in excess of $10,000100,000; (ix. ) material change in the accounting methods used by PRCOCompany; x. accrual (x) change in the assets, liabilities, financial condition, or operating results of Company from that reflected in the Financial Statements, except changes in the ordinary course of business that have not caused, in the aggregate, a Material Adverse Change; (xi) Material Adverse Change with respect to the Company; (xii) any satisfaction or discharge of any Lien or payment of any salaries obligation by Company, except in the ordinary course of business and the satisfaction or other compensation, increase in salaries, compensation or bonuses or retention or hiring of, any consultant or employeedischarge of which would not have a Material Adverse Change; xi. debt (xiii) any resignation or other liability incurredtermination of any member, manager, officer, or Key Employee of Company; (xiv) any loans or guaranties made by Company to or for the benefit of its employees, members, managers, officers, or any members of their immediate families, other than travel advances and other advances made in the PRCO Debentures; orordinary course of its business; xii. agreement(xv) receipt of notice that there has been a loss of, whether oral or writtenmaterial order cancellation by, by PRCO to do any major customer of the foregoing, other than the Purchase Agreement.Company;