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

Absence of Certain Changes, Events and Conditions. Since the Venaxis Interim Balance Sheet Date, and other than in the Ordinary Course of Business, there has not been any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) material change in any method of accounting or accounting practice for its business, except as required by GAAP, which negatively affected its business; (c) material change in cash management practices and policies, practices and procedures with respect to recordation or collection of Accounts Receivable, establishment of reserves for uncollectible Accounts Receivable, inventory control, prepayment of expenses, payment of accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (d) entry into any Contract that would constitute a Material Venaxis Contract; (e) incurrence, assumption or guarantee of any material Debt; (f) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Venaxis Interim Balance Sheet, except for the consummation of the transactions contemplated by the Venaxis Building Sale Contract and the sale of inventory in the Ordinary Course of Business; (g) cancellation, amendment, termination, or waiver of any rights under, any material Debts or Claims; (h) transfer, assignment or grant of any license or sublicense of any material rights under or with respect to any Intellectual Property; (i) damage, destruction or loss, or any interruption in use, of any assets, whether or not covered by insurance that would constitute a Material Adverse Effect; (j) acceleration, termination, material modification to or cancellation of any Contract or Permit; (k) material capital expenditures; (l) imposition of any Encumbrance upon any of the assets; (m) grant of any bonuses, whether monetary or otherwise, or any increase in compensation in respect of any current or former employee or current or former independent contractor, other than as provided for in any written agreements or consistent with past practice, or change in the terms of consultancy for any independent contractor; (n) entry into or termination of any employment or consulting agreement, written or oral, or modification of the terms of any such existing agreement; (o) loan to, or entry into any other transaction with, any current or former employee or current or former independent contractor; (p) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (q) purchase, lease or other acquisition of the right to own, use or lease any assets for an amount in excess of $25,000, individually (in the case of a lease, per annum) or $100,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for the consummation of the transactions contemplated by the Venaxis Building Sale Contract and purchases of inventory or supplies in the Ordinary Course of Business; (r) adoption, amendment, modification or termination of any bonus, profit sharing, incentive, severance, or other plan, Contract or commitment for the benefit of any current or former employee or current or former independent contractor (or any such action taken with respect to any other Venaxis Benefit Plan); or (s) except as set forth in Disclosure Schedule 4.08(s), any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Venaxis Interim Balance Sheet Date, and other than in the Ordinary Course ordinary course of Businessbusiness consistent with past practice as contemplated herein, there has not been been, with respect to the Companies, any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Business Material Adverse Effect; (b) amendment of such entities’ chartering documents; (c) split, combination or reclassification of any shares of its limited liability company/membership interests, capital stock or other equity interests; (d) except any transaction that may occur pursuant to the WSDA Agreement, issuance, sale or other disposition of any of its limited liability company/membership interests, capital stock or other equity interests, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its limited liability company/membership interests, capital stock or other equity interests; (e) declaration or payment of any dividends or distributions on or in respect of any of its limited liability company/membership interests, capital stock or other equity interests, or redemption, purchase or acquisition of its limited liability company/membership interests, capital stock or other equity interests; (f) material change in any method of accounting or accounting practice for its businesspractice, except as required by GAAP, which negatively affected its businessGAAP or SAP or as disclosed in the notes to the Financial Statements; (cg) material change in its cash management practices and its policies, practices and procedures with respect to recordation or collection of Accounts Receivableaccounts receivable, establishment of reserves for uncollectible Accounts Receivableaccounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (dh) entry into any Contract contract that would constitute a Material Venaxis Contract; (ei) incurrence, assumption or guarantee of any material DebtIndebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (fj) transfer, assignment, sale or other disposition of any of the material assets shown or reflected in the Venaxis Interim Balance Sheet, except for the consummation Sheet or cancellation of the transactions contemplated by the Venaxis Building Sale Contract and the sale of inventory in the Ordinary Course of Businessany debts or entitlements; (g) cancellation, amendment, termination, or waiver of any rights under, any material Debts or Claims; (hk) transfer, assignment or grant of any license or sublicense of any material rights under or with respect to any Company Intellectual PropertyProperty or Company IP Agreements; (il) material damage, destruction or loss, or any interruption in use, of any assets, loss (whether or not covered by insurance that would constitute a Material Adverse Effectinsurance) to an asset material to it; (jm) capital investment in, or any loan to, any other Person; (n) acceleration, termination, material modification to or cancellation of any Material Contract to which it is a party or Permitby which it is bound; (ko) material capital expenditures; (lp) imposition of any Encumbrance upon any of the its properties, capital stock or assets, tangible or intangible; (mi) grant of any bonuses, whether monetary or otherwise, or any increase in any wages, salary, severance, pension or other compensation or benefits in respect of any the Companies current or former employee employees, directors, officers, managers, independent contractors or current or former independent contractorconsultants, other than than (A) in the ordinary course of business consistent with past practices, (B) as provided for in any written agreements or consistent with past practice(C) as required by applicable Law, or (ii) change in the terms of consultancy employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $10,000, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, manager, independent contractorcontractor or consultant; (nr) entry into hiring or promoting any person as or to (as the case may be) an officer or hiring or promoting any employee below officer except to fill a vacancy in the ordinary course of business; (s) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any employment current or consulting agreementformer employee, officer, director, manager, independent contractor or consultant, (ii) Plan or (iii) collective bargaining or other agreement with a union, in each case whether written or oral, or modification of the terms of any such existing agreement; (ot) loan to (or forgiveness of any loan to), or entry into any other transaction with, any current of its shareholders or former employee members, or current or former independent contractordirectors, managers, officers and employees; (pu) entry into a new line of business or abandonment or discontinuance of existing lines of business; (v) except for this Agreement, adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (qw) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $25,000, 100,000 individually (in the case of a lease, per annum) or $100,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for the consummation of the transactions contemplated by the Venaxis Building Sale Contract and purchases of inventory or supplies in the Ordinary Course ordinary course of Businessbusiness consistent with past practice; (rx) adoption, amendment, modification acquisition by merger or termination of any bonus, profit sharing, incentive, severanceconsolidation with, or by purchase of a substantial portion of the assets or stock or limited liability company/membership interests of, or by any other planmanner, Contract or commitment for the benefit of any current or former employee or current or former independent contractor (business or any such Person or any division thereof; (y) action taken by it to make, change or revoke any material election in respect of Taxes (except as required by Law), change an annual accounting period, adopt or change any accounting method with respect to Taxes except as may be required as a result of a change in Law, make any other Venaxis Benefit Plan)material agreement or settlement with respect to Taxes, file any amended Tax return, surrender any right to claim a refund of Taxes, or consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment; (z) entry, issuance, or filing, with or without the request or consent or over the objection of it, or any order, consent order, of directive relating to any Company of or by any Applicable Regulator, or undertaking or agreement by such Company to or with any Applicable Regulator; or (saa) except as set forth in Disclosure Schedule 4.08(s), any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since Except as set forth in Section 4.06 of the Venaxis Interim Disclosure Schedules, since the Balance Sheet Date, and other than in the Ordinary Course ordinary course of Businessbusiness consistent with past practice, there has not been any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) declaration or payment of any dividends or distributions on or in respect of any of the Parent’s or EyeLock Sub’s capital stock or redemption, purchase or acquisition of the Parent’s or EyeLock Sub’s capital stock; (c) material change in any method of accounting or accounting practice for its businessthe Business, except as required by GAAP, which negatively affected its businessGAAP or as disclosed in the notes to the Financial Statements; (cd) material change in cash management practices and policies, practices and procedures with respect to recordation or collection of Accounts Receivable, establishment of reserves for uncollectible Accounts Receivable, inventory accrual of Accounts Receivable, Inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (de) entry into any Contract that would constitute a Material Venaxis Contract; (ef) except with respect to the Bridge Loans, the Existing Non-Bridge Indebtedness or any other arrangements in respect of Indebtedness with VOXX and/or its Affiliates, the incurrence, assumption or guarantee of any material Debtindebtedness for borrowed money in connection with the Business except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (fg) transfer, assignment, sale or other disposition of any of the assets Purchased Assets shown or reflected in the Venaxis Interim Balance Sheet, except for the consummation of the transactions contemplated by the Venaxis Building Sale Contract and the sale of inventory Inventory in the Ordinary Course ordinary course of Business; (g) cancellation, amendment, termination, or waiver of any rights under, any material Debts or Claimsbusiness; (h) cancellation of any debts or claims or amendment, termination or wavier of any rights constituting Purchased Assets; (i) transfer, assignment or grant of any license or sublicense of any material rights under or with respect to any Intellectual PropertyProperty Assets or Intellectual Property Agreements; (ij) material damage, destruction or loss, or any material interruption in use, of any assetsPurchased Assets, whether or not covered by insurance that would constitute a Material Adverse Effectinsurance; (jk) acceleration, termination, material modification to or cancellation of any Assigned Contract or Permit; (k) material capital expenditures; (l) imposition of any Encumbrance upon any of the assetsPurchased Assets; (mi) grant of any bonuses, whether monetary or otherwise, or any increase in any wages, salary, severance, pension or other compensation or benefits in respect of any current or former employee employees, officers, directors, independent contractors or current or former independent contractorconsultants of the Business, other than as provided for in any written agreements or consistent with past practicerequired by applicable Law, or (ii) change in the terms of consultancy employment for any employee of the Business or any termination of any employees for which the aggregate costs and expenses exceed Fifty Thousand Dollars & 00/100 ($50,000.00), or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, consultant or independent contractorcontractor of the Business; (n) entry into hiring or termination promoting any person as or to (as the case may be) an officer position or hiring or promoting any employee below an officer position except to fill a vacancy in the ordinary course of any employment or consulting agreement, written or oral, or modification of the terms of any such existing agreementbusiness; (o) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant of the Business, (ii) Benefit Plan, or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (p) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any current or former employee directors, officers or current or former independent contractoremployees of the Business; (pq) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (qr) purchase, lease or other acquisition of the right to own, use or lease any property or assets in connection with the Business for an amount in excess of Twenty-Five Thousand Dollars & 00/100 ($25,00025,000.00), individually (in the case of a lease, per annum) or Fifty Thousand Dollars & 00/100 ($100,000 50,000.00) in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for the consummation of the transactions contemplated by the Venaxis Building Sale Contract and purchases of inventory Inventory or supplies in the Ordinary Course ordinary course of Business; (r) adoption, amendment, modification or termination of any bonus, profit sharing, incentive, severance, or other plan, Contract or commitment for the benefit of any current or former employee or current or former independent contractor (or any such action taken business consistent with respect to any other Venaxis Benefit Plan)past practice; or (s) except as set forth in Disclosure Schedule 4.08(s), any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since Except as set forth on Schedule 4.06, since the Venaxis Interim Balance Sheet Date, and other than in the Ordinary Course ordinary course of Businessbusiness consistent with past practice, there has not been any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) declaration or payment of any dividends or distributions on or in respect of any Seller’s capital stock (or membership interest, as applicable) or redemption, purchase or acquisition of any Seller’s capital stock (or membership interest, as applicable); (c) material change in any method of accounting or accounting practice for its businessthe Business, except as required by GAAP, which negatively affected its businessGAAP or as disclosed in the notes to the Financial Statements; (cd) material change in cash management practices and policies, practices and procedures with respect to recordation or collection of Accounts Receivable, establishment of reserves for uncollectible Accounts Receivable, accrual of Accounts Receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (de) entry into any Contract that would constitute a Material Venaxis Contract; (ef) incurrence, assumption or guarantee of any material Debtindebtedness for borrowed money in connection with the Business except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (fg) transfer, assignment, sale or other disposition of any of the assets Purchased Assets shown or reflected in the Venaxis Interim Balance Sheet, except for the consummation of the transactions contemplated by the Venaxis Building Sale Contract and the sale of inventory in the Ordinary Course of Business; (gh) cancellation, cancellation of any debts or claims or amendment, termination, termination or waiver of any rights under, any material Debts or Claimsconstituting Purchased Assets; (hi) transfer, transfer or assignment of or grant of any license or sublicense of any material rights under or with respect to any Intellectual PropertyProperty Assets or Intellectual Property Agreements (except non-exclusive licenses or sublicenses granted in the ordinary course of business consistent with past practice); (ij) abandonment or lapse of or failure to maintain in full force and effect any Intellectual Property Registration, or failure to take or maintain reasonable measures to protect the confidentiality or value of any Trade Secrets included in the Intellectual Property Assets; (k) material damage, destruction or loss, or any material interruption in use, of any assetsPurchased Assets, whether or not covered by insurance that would constitute a Material Adverse Effectinsurance; (jl) acceleration, termination, material modification to or cancellation of any Assigned Contract or Permit; (km) material capital expendituresexpenditures which would constitute an Assumed Liability; (ln) imposition of any Encumbrance upon any of the assetsPurchased Assets; (mi) grant of any bonuses, whether monetary or otherwise, or any increase in any wages, salary, severance, pension or other compensation or benefits in respect of any current or former employees, officers, directors, independent contractors or consultants of the Business (ii) change in the terms of employment for any employee of the Business or any termination of any employees for which the aggregate costs and expenses exceed $10,000.00, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, consultant or independent contractorcontractor of the Business, in each case, other than as provided for in any written agreements or consistent with past practice, a Benefit Plan or change in the terms of consultancy for any independent contractoras required by applicable Law; (np) entry into hiring or promoting any Person as or to (as the case may be) an officer or hiring or promoting any employee below officer except to fill a vacancy in the ordinary course of business; (q) adoption, modification or termination of any: (i) employment, severance, retention, change in control or other similar agreement with any employment current or consulting agreementformer employee, officer, director, independent contractor or consultant of the Business, (ii) Benefit Plan, or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral, oral and other than as provided for in any written agreements or modification of the terms of any such existing agreementa Benefit Plan or as required by applicable Law; (or) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any current or former employee directors, officers or current or former independent contractoremployees of the Business; (ps) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (qt) purchase, lease or other acquisition of the right to own, use or lease any property or assets in connection with the Business for an amount in excess of $25,0002,000.00, individually (in the case of a lease, per annum) or $100,000 10,000.00 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for the consummation of the transactions contemplated by the Venaxis Building Sale Contract and purchases of inventory or supplies in the Ordinary Course ordinary course of Business; (r) adoption, amendment, modification or termination of any bonus, profit sharing, incentive, severance, or other plan, Contract or commitment for the benefit of any current or former employee or current or former independent contractor (or any such action taken business consistent with respect to any other Venaxis Benefit Plan)past practice; or (su) except as set forth in Disclosure Schedule 4.08(s), any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Venaxis Interim Balance Sheet DateDate and except as set forth on the respectively applicable subsection of Section 3.7 of the Disclosure Schedules organized according to the subsections of this Section 3.7 to which such disclosure is responsive (but any disclosure made in the Disclosure Schedules relating to any such subsection is considered as having been made with respect to such subsection and in response to the section under which it is disclosed), and other than the Company has conducted the Business in the Ordinary Course of BusinessCourse, and there has not been been, with respect to the Company, any: (aA) event, occurrence or development that has had, or could reasonably be expected to have, have individually or in the aggregate, a Material Adverse Effect; (bB) amendment to or modification of the Company’s Organizational Documents; (C) split, combination or reclassification of any Equity Securities; (D) issuance, sale or other disposition of any Equity Securities, or grant of any Option to purchase or obtain (including upon conversion, exchange or exercise) any Equity Securities; (E) declaration or payment of any dividends or distributions on or in respect of any Equity Securities or redemption, purchase or acquisition of Equity Securities; (F) material change in any method of accounting or accounting practice for its businessmethods, principles or practices, except as required by GAAP, which negatively affected its businessGAAP or as disclosed in the notes to the Financial Statements; (c) material change in cash management practices and policies, practices and procedures with respect to recordation or collection of Accounts Receivable, establishment of reserves for uncollectible Accounts Receivable, inventory control, prepayment of expenses, payment of accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (d) entry into any Contract that would constitute a Material Venaxis Contract; (eG) incurrence, assumption or guarantee of any material DebtIndebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the Ordinary Course; (fH) transfer, assignment, sale or other disposition of any of the material assets shown or reflected in the Venaxis Interim Balance Sheet, except for the consummation of the transactions contemplated utilized by the Venaxis Building Sale Contract and the sale Business or cancellation of inventory in the Ordinary Course of Businessany Indebtedness or entitlements; (g) cancellation, amendment, termination, or waiver of any rights under, any material Debts or Claims; (hI) transfer, assignment or grant of any license or sublicense of any material rights under or with respect to any Intellectual Property; (iJ) material damage, destruction or loss, or any interruption in use, of any assets, Loss (whether or not covered by insurance that would constitute a Material Adverse Effectinsurance) to its property; (jK) any capital investment in, or any loan to, any other Person; (L) entry into, acceleration, termination, material modification to or cancellation of any Contract or PermitMaterial Contract; (kM) material any capital expendituresexpenditures exceeding $50,000, individually or $250,000 in the aggregate; (lN) imposition of any Encumbrance upon any of the properties, Equity Securities or assets, tangible or intangible; (mO) grant of any bonuses, whether monetary or otherwise, or any increase in any wages, salary, severance, pension or other compensation or benefits in respect of its employees, managers, members, officers, directors, independent contractors or consultants, other than in the Ordinary Course, as required by any Company Benefit Plan, previously made available to Buyer, or as required by applicable Law; (P) adoption, amendment, modification or termination of any: (i) employment, severance, retention or other Contract with any current or former employee employee, (ii) Company Benefit Plan or current (iii) collective bargaining or former independent contractorother Contract with any union, other than as provided for in any written agreements works council or consistent with past practice, or change in the terms of consultancy for any independent contractorlabor organization; (nQ) entry into acquisition by merger or termination of any employment or consulting agreement, written or oralconsolidation with, or modification by purchase of a substantial portion of the terms of assets or Equity Securities of, or by any such existing agreementother manner, any business or any Person or division thereof; (oR) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any current or former employee or current or former independent contractorof its members, managers, directors, officers and employees; (pS) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it them under any similar Law; (qT) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $25,000100,000, individually (in the case of a lease, per annum) or $100,000 250,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option Option term), except for the consummation of the transactions contemplated by the Venaxis Building Sale Contract and purchases of inventory or supplies in the Ordinary Course of BusinessCourse; (rU) adoption, amendment, modification or termination filing of any bonusamended Tax Return, profit sharingmaking (or changing or revoking) any material Tax election, incentive, severance, or other plan, entering into any closing Contract or commitment for the benefit of settling any current or former employee or current or former independent contractor (or Legal Proceeding involving any such action taken with respect to any other Venaxis Benefit Plan)Taxes; or (sV) except as set forth in Disclosure Schedule 4.08(s), any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Venaxis Interim Balance Sheet Date, and other than in the Ordinary Course ordinary course of Businessbusiness consistent with past practice, there has not been any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) material change in any method of accounting or accounting practice for its business, except as required by GAAP, which negatively affected its business; (c) material change in cash management practices and policies, practices and procedures with respect to recordation or collection of Accounts Receivable, establishment of reserves for uncollectible Accounts Receivable, inventory control, prepayment of expenses, payment of accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (d) entry into any Contract that would constitute a Material Venaxis Contract; (e) incurrence, assumption or guarantee of any material Debt; (f) transfer, assignment, sale or other disposition of any of the assets Purchased Assets shown or reflected in the Venaxis Interim Balance Sheet, except for the consummation of the transactions contemplated by the Venaxis Building Sale Contract and the sale of inventory Inventory in the Ordinary Course ordinary course of Businessbusiness; (gc) cancellation, cancellation of any claims or amendment, termination, termination or waiver of any rights under, any material Debts or Claimsconstituting Purchased Assets; (hd) transfer, transfer or assignment of or grant of any license or sublicense of any material rights under or with respect to any Intellectual PropertyProperty Assets, Software or Intellectual Property Agreements (except non-exclusive licenses or sublicenses granted in the ordinary course of business consistent with past practice); (ie) abandonment or lapse of or failure to maintain in full force and effect any Intellectual Property Registration, or failure to take or maintain reasonable measures to protect the confidentiality or value of any Trade Secrets included in the Intellectual Property Assets; (f) material damage, destruction or loss, or any material interruption in use, of any assetsPurchased Assets, whether or not covered by insurance that would constitute a Material Adverse Effectinsurance; (jg) acceleration, termination, material modification to or cancellation of any Assigned Contract or Permit; (kh) material capital expendituresexpenditures which would constitute an Assumed Liability; (i) imposition of any Encumbrance (other than a Permitted Encumbrance) upon any of the Purchased Assets; (j) increase by Seller to any bonuses, salaries or other compensation to any employee or entry into any employment, severance or similar Contract with any employee; (k) adoption, material modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, independent contractor or consultant, or (ii) Benefit Plan; (l) imposition any loan to (or forgiveness of any Encumbrance upon any of the assets; (m) grant of any bonuses, whether monetary or otherwise, or any increase in compensation in respect of any current or former employee or current or former independent contractor, other than as provided for in any written agreements or consistent with past practice, or change in the terms of consultancy for any independent contractor; (n) entry into or termination of any employment or consulting agreement, written or oral, or modification of the terms of any such existing agreement; (o) loan to), or entry into any other transaction with, any current or former employee or current or former independent contractoremployees; (pm) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state provincial bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (q) purchase, lease or other acquisition of the right to own, use or lease any assets for an amount in excess of $25,000, individually (in the case of a lease, per annum) or $100,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for the consummation of the transactions contemplated by the Venaxis Building Sale Contract and purchases of inventory or supplies in the Ordinary Course of Business; (r) adoption, amendment, modification or termination of any bonus, profit sharing, incentive, severance, or other plan, Contract or commitment for the benefit of any current or former employee or current or former independent contractor (or any such action taken with respect to any other Venaxis Benefit Plan); or (sn) except as set forth in Disclosure Schedule 4.08(s), any Contract or agreement to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Venaxis Interim Balance Sheet Date, and other than in the Ordinary Course ordinary course of Businessbusiness consistent with past practice, there has not been been, with respect to either Company or any Major Subsidiary, any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the Organizational Documents of a Company or a Major Subsidiary; (c) split, combination or reclassification of any membership interests in the Company or a Major Subsidiary; (d) issuance, sale or other disposition of, or creation of any Encumbrance on, any membership interests in the Company or of any Major Subsidiary, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any membership interests in the Company or of any Major Subsidiary; (e) declaration or payment of any distributions on or in respect of any membership interests in the Company or redemption, purchase or acquisition of any of the outstanding membership interests or any Company or Major Subsidiary; (f) material change in any method of accounting or accounting practice for its businessof the Company or any Major Subsidiary, except as required by GAAP, which negatively affected its businessGAAP or as disclosed in the notes to the Financial Statements; (cg) material change in a Company’s or a Major Subsidiary’s cash management practices and its policies, practices and procedures with respect to recordation or collection of Accounts Receivableaccounts receivable, establishment of reserves for uncollectible Accounts Receivableaccounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (dh) entry into any Contract that would constitute a Material Venaxis Contract; (ei) incurrence, assumption or guarantee of any material Debtindebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (fj) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Venaxis Interim Company’s Balance Sheet, except for the consummation Sheet or cancellation of the transactions contemplated by the Venaxis Building Sale Contract and the sale of inventory in the Ordinary Course of Businessany debts or entitlements; (gk) cancellation, amendment, termination, or waiver of any rights under, any material Debts or Claims; (h) transfer, assignment or grant of any license or sublicense of any material rights under or with respect to any Intellectual Property; (i) damage, destruction or loss, or any interruption in use, of any assets, loss (whether or not covered by insurance that would constitute a Material Adverse Effectinsurance) to its property; (jl) any capital investment in, or any loan to, any other Person; (m) acceleration, termination, material modification to or cancellation of any material Contract (including, but not limited to, any Material Contract) to which the Company or Permita Major Subsidiary is a party or by which it is bound; (kn) any material capital expenditures; (lo) imposition of any Encumbrance upon any of the Company’s or a Major Subsidiary’s properties or assets, tangible or intangible; (mp) (i) grant of any bonuses, whether monetary or otherwise, or any increase in any wages, salary, severance, pension or other compensation or benefits in respect of any current its employees, members, managers, consultants or former employee or current or former independent contractorcontractors, other than as provided for in any written agreements or consistent with past practicerequired by applicable Law, or (ii) change in the terms of consultancy employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $10,000, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any employee, member, manager, consultant or independent contractor; (nq) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with an employee, (ii) Company Benefit Plan or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (r) any transaction by any Company or Major Subsidiary with any of its members, managers, officers or employees; (s) entry into a new line of business or termination abandonment or discontinuance of any employment or consulting agreement, written or oral, or modification existing lines of the terms of any such existing agreementbusiness; (o) loan to, or entry into any other transaction with, any current or former employee or current or former independent contractor; (pt) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (qu) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $25,000, individually (in the case of a lease, per annum) or $100,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for the consummation of the transactions contemplated by the Venaxis Building Sale Contract and purchases of inventory or supplies in the Ordinary Course ordinary course of Businessbusiness consistent with past practice; (rv) adoptionacquisition by merger or consolidation with, amendmentor by purchase of a substantial portion of the assets, modification stock or termination other equity of, or by any other manner, any business or any Person or any division thereof; (w) action by the Company or any Major Subsidiary to make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer in respect of any bonus, profit sharing, incentive, severance, or other plan, Contract or commitment for the benefit of any current or former employee or current or former independent contractor (or any such action taken with respect to any other Venaxis Benefit Plan)Post-Closing Tax Period; or (sx) except as set forth in Disclosure Schedule 4.08(s), any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Venaxis Interim Balance Sheet Date, the Sellers (i) have operated the 17173 Business in the ordinary course consistent with past practice, (ii) used their reasonable best efforts to preserve the 17173 Business, (iii) collected receivables and paid payables and similar obligations in respect of the 17173 Business in the ordinary course of business consistent with past practice. Since the Balance Sheet Date, other than in the Ordinary Course ordinary course of Businessbusiness consistent with past practice or as set forth in Section 4.05 of the Disclosure Schedules, there has not been any: (a) to the Knowledge of the Sellers, event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) material change in any method of accounting or accounting practice for its businessthe 17173 Business, except as required by GAAP, which negatively affected its businessGAAP or as disclosed in the notes to the Financial Statements; (c) material change in cash management practices and policies, practices and procedures with respect to recordation or collection of Accounts Receivable, establishment of reserves for uncollectible Accounts Receivable, inventory control, prepayment of expenses, payment of accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (d) entry into any Contract that would constitute a Material Venaxis Contract; (ed) incurrence, assumption or guarantee of any material Debtindebtedness for borrowed money in connection with the 17173 Business except for unsecured current obligations for trade payables and other Liabilities incurred in the ordinary course of business consistent with past practice; (fe) transfer, assignment, sale or other disposition of any of the assets Purchased Assets shown or reflected in the Venaxis Interim Balance Sheet, except for the consummation of the transactions contemplated by the Venaxis Building Sale Contract and the sale of inventory Inventory in the Ordinary Course ordinary course of Businessbusiness consistent with past practice; (gf) cancellation, cancellation of any debts or claims or amendment, termination, termination or waiver of any rights under, any material Debts or Claimsconstituting Purchased Assets; (hg) transfer, assignment or grant of any license or sublicense of any material rights under or with respect to any Intellectual PropertyProperty Assets or Intellectual Property Licenses; (ih) material damage, destruction or loss, or any material interruption in use, of any assetsPurchased Assets, whether or not covered by insurance that would constitute a Material Adverse Effectinsurance; (ji) acceleration, termination, material modification to or cancellation of any Assigned Contract or Permit; (kj) material capital expendituresexpenditures which would constitute an Assumed Liability; (k) imposition of any Encumbrance (other than Permitted Encumbrances) upon any of the Purchased Assets; (l) imposition any loan to (or forgiveness of any Encumbrance upon any of the assets; (m) grant of any bonuses, whether monetary or otherwise, or any increase in compensation in respect of any current or former employee or current or former independent contractor, other than as provided for in any written agreements or consistent with past practice, or change in the terms of consultancy for any independent contractor; (n) entry into or termination of any employment or consulting agreement, written or oral, or modification of the terms of any such existing agreement; (o) loan to), or entry into any other transaction with, any current directors, officers or former employee or current or former independent contractoremployees of the 17173 Business; (pm) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state any applicable bankruptcy Law or consent to the filing of any bankruptcy petition against it them under any similar Law; (qn) purchase, lease any commencement or other acquisition settlement of the right to own, use or lease any assets for an amount in excess of $25,000, individually (in the case of a lease, per annum) or $100,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for the consummation of the transactions contemplated by the Venaxis Building Sale Contract and purchases of inventory or supplies in the Ordinary Course of Business;material Action; and (ro) adoption, amendment, modification or termination of any bonus, profit sharing, incentive, severance, or other plan, Contract or commitment for the benefit of any current or former employee or current or former independent contractor (or any such action taken with respect to any other Venaxis Benefit Plan); or (s) except as set forth in Disclosure Schedule 4.08(s), any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since From the Venaxis Interim Balance Sheet Date, and other than until the date of this Agreement, (a) each Group Company has operated only in the Ordinary Course ordinary course of Business, business consistent with past practice and (b) there has not been been, with respect to any Group Company, any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of any organizational documents; (c) split, combination or reclassification of any shares of its capital stock; (d) issuance, sale or other disposition of any of its capital stock, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock; (e) declaration or payment of any dividends or distributions on or in respect of any of its capital stock or redemption, purchase or acquisition of its capital stock; (f) material change in any method of accounting or accounting practice for its businesspractice, except as required by GAAP, which negatively affected its businessUS GAAP or UK GAAP or as disclosed in the notes to the Consolidated Financial Statements; (cg) material change in such Group Company’s cash management practices and its policies, practices and procedures with respect to recordation or collection of Accounts Receivableaccounts receivable, establishment of reserves for uncollectible Accounts Receivableaccounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (dh) entry into any Contract agreement that would constitute a Material Venaxis Contract; (ei) incurrence, assumption or guarantee of any material DebtIndebtedness, except unsecured current obligations and liabilities incurred in the ordinary course of business consistent with past practice; (fj) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Venaxis Interim Consolidated Balance Sheet, except for the consummation Sheet or cancellation of the transactions contemplated by the Venaxis Building Sale Contract and the sale of inventory in the Ordinary Course of Businessany debts or entitlements; (g) cancellation, amendment, termination, or waiver of any rights under, any material Debts or Claims; (hk) transfer, assignment or grant of any license or sublicense of any material rights under or with respect to any Intellectual Property; (il) material damage, destruction or loss, or any interruption in use, of any assets, loss (whether or not covered by insurance that would constitute a Material Adverse Effectinsurance) to its property; (jm) any capital investment in, or any loan to, any other Person; (n) acceleration, termination, material modification to or cancellation of, or any waiver of any Contract or Permitright under, any Material Contract; (ko) any material capital expenditures; (lp) imposition of any Encumbrance upon any of the properties, capital stock or assets, tangible or intangible; (mi) grant of any bonuses, whether monetary or otherwise, or any increase in compensation any wages, salary, severance, pension or other compensation, emoluments or benefits in respect of any current its employees, officers, directors, independent contractors or former employee or current or former independent contractorconsultants, other than as provided for in any written agreements or consistent with past practicerequired by applicable Law, or (ii) change in the terms of consultancy employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $25,000, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any employee, officer, director, independent contractorcontractor or consultant; (nr) entry into adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any employment current or consulting agreementformer employee, officer, director, independent contractor or consultant, (ii) Benefit Plan, or (iii) collective bargaining or other agreement with a union, in each case whether written or oral, or modification of the terms of any such existing agreement; (os) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any current or former employee or current or former independent contractorof its shareholders, directors, officers and employees; (pt) entry into a new line of business or abandonment or discontinuance of existing lines of business; (u) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (qv) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $25,00050,000, individually (in the case of a lease, per annum) or $100,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for the consummation of the transactions contemplated by the Venaxis Building Sale Contract and purchases of inventory or supplies in the Ordinary Course ordinary course of Businessbusiness consistent with past practice; (rw) adoptionacquisition by merger or consolidation with, amendmentor by purchase of a substantial portion of the assets or stock of, modification or termination by any other manner, any business or any Person or any division thereof; (x) action by such Group Company to make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer in respect of any bonus, profit sharing, incentive, severance, or other plan, Contract or commitment for the benefit of any current or former employee or current or former independent contractor (or any such action taken with respect to any other Venaxis Benefit Plan)post-Closing Tax period; or (sy) except as set forth in Disclosure Schedule 4.08(s), any Contract agreement to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Venaxis Interim Balance Sheet Date, and other than in the Ordinary Course ordinary course of Businessbusiness consistent with past practice, there has not been anyany of the following events relating to the Business or the Purchased Assets: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) material change in any method of accounting or accounting practice for its businessthe Business, except as required by GAAP, which negatively affected its businessGAAP or as disclosed in the notes to the Financial Statements; (c) material change in cash management practices and policies, practices and procedures with respect to recordation or collection of Accounts Receivable, establishment of reserves for uncollectible Accounts Receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (d) entry into any Contract that would constitute a Material Venaxis Contract; (e) incurrence, assumption or guarantee of any material Debt; (f) transfer, assignment, sale or other disposition of any of the assets Purchased Assets shown or reflected in the Venaxis Interim Balance Sheet, except for the consummation of the transactions contemplated by the Venaxis Building Sale Contract and the sale of inventory Inventory in the Ordinary Course ordinary course of Businessbusiness; (g) cancellation, amendment, termination, or waiver of any rights under, any material Debts or Claims; (hf) transfer, assignment or grant of any license or sublicense of any material rights under or with respect to any Intellectual PropertyProperty Assets or Intellectual Property Agreements; (ig) material damage, destruction or loss, or any material interruption in use, of any assetsPurchased Assets, whether or not covered by insurance that would constitute a Material Adverse Effectinsurance; (jh) acceleration, termination, material modification to or cancellation of any Assigned Contract or Permit; (k) material capital expenditures; (li) imposition of any Encumbrance upon any of the assetsPurchased Assets, other than any Permitted Encumbrance; provided, however, that Sellers shall have satisfied and removed such Encumbrances prior to the Closing Date; (mj) grant of any bonuses, whether monetary or otherwise, or any increase in any wages, salary, severance, pension or other compensation or benefits in respect of any current or former employee employees, officers, directors, independent contractors or current or former independent contractorconsultants of the Business, other than as provided for in any written agreements or consistent with past practice, required by applicable Law or change in the terms of consultancy employment for any independent contractor; (n) entry into or termination of any employment or consulting agreement, written or oral, or modification employee of the terms of any such existing agreement; (o) loan to, or entry into any other transaction with, any current or former employee or current or former independent contractor; (p) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (q) purchase, lease or other acquisition of the right to own, use or lease any assets for an amount in excess of $25,000, individually (in the case of a lease, per annum) or $100,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for the consummation of the transactions contemplated by the Venaxis Building Sale Contract and purchases of inventory or supplies in the Ordinary Course of Business; (rk) adoption, amendment, modification or termination of any bonus, profit sharing, incentiveany: (i) employment, severance, retention or other plan, Contract or commitment for the benefit of agreement with any current or former employee or current or former employee, officer, director, independent contractor or consultant of the Business, (or any such action taken with respect to any other Venaxis ii) Benefit Plan), or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (l) change from the ordinary course of business in inventory production, management and distribution; or (sm) except as set forth in Disclosure Schedule 4.08(s), any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Venaxis Interim Balance Sheet Statement of Net Position Date, and other than in the Ordinary Course ordinary course of Businessbusiness consistent with past practice, there has not been any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) material change in any method of accounting or accounting practice for its businessthe Telecom System, except as required by GAAP, which negatively affected its businessGAAP or as disclosed in the notes to the Financial Statements; (c) material change in cash management practices and policies, practices and procedures with respect to recordation or collection of Accounts ReceivableAccounts, establishment of reserves for uncollectible Accounts ReceivableAccounts, accrual of Accounts, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (d) entry into any Contract contract requiring expenditures or generating revenue in excess of $25,000 annually that would constitute a Material Venaxis System Contract; (e) incurrence, assumption or guarantee of any material Debtindebtedness for borrowed money in connection with the Telecom System except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (f) transfer, assignment, sale or other disposition of any of the assets shown or reflected in of the Venaxis Interim Balance SheetTelecom System, except for the consummation of the transactions contemplated by the Venaxis Building Sale Contract and the sale of inventory Inventory in the Ordinary Course ordinary course of Businessbusiness; (g) cancellation, cancellation of any debts or claims or amendment, termination, termination or waiver of any rights under, any material Debts or Claimsconstituting Purchased Assets; (h) transfer, assignment or grant of any license or sublicense of any material rights under or with respect to any Intellectual PropertyProperty Assets or Intellectual Property Agreements; (i) material damage, destruction or loss, or any material interruption in use, of any assetsPurchased Assets, whether or not covered by insurance that would constitute a Material Adverse Effectinsurance; (j) acceleration, termination, material modification to or cancellation of any Assigned Contract or Permit; (k) material capital expendituresexpenditures which would constitute an Assumed Liability; (l) imposition of any Encumbrance upon any of the assetsPurchased Assets other than Permitted Encumbrances; (m) (i) grant of any bonuses, whether monetary or otherwise, or any increase in any wages, salary, severance, pension or other compensation or benefits in respect of any current or former employee employees, officers, directors, independent contractors or current or former independent contractorconsultants of the Telecom System, other than as provided for in any written agreements or consistent with past practicerequired by applicable Law, or (ii) change in the terms of consultancy employment for any employee of the Telecom System or any termination of any employees for which the aggregate costs and expenses exceed $25,000, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, consultant or independent contractorcontractor of the Telecom System; (n) entry into adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any employment current or consulting agreementformer employee, officer, director, independent contractor or consultant of the Telecom System, (ii) Benefit Plan, or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral, or modification of the terms of any such existing agreement; (o) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any current or former employee directors, officers or current or former independent contractoremployees of the Telecom System; (p) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (q) purchase, lease or other acquisition of the right to own, use or lease any property or assets in connection with the Telecom System for an amount in excess of $25,000, individually (in the case of a lease, per annum) or $100,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for the consummation of the transactions contemplated by the Venaxis Building Sale Contract and purchases of inventory Inventory or supplies in the Ordinary Course ordinary course of Business;business consistent with past practice; and (r) adoption, amendment, modification any contract or termination of any bonus, profit sharing, incentive, severance, or other plan, Contract or commitment for the benefit of any current or former employee or current or former independent contractor (or any such action taken with respect to any other Venaxis Benefit Plan); or (s) except as set forth in Disclosure Schedule 4.08(s), any Contract agreement to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since Except as set forth in Section 3.08 of the Venaxis Interim Disclosure Schedules, since the Balance Sheet Date, except as expressly contemplated by this Agreement and other than in the Ordinary Course ordinary course of Businessbusiness consistent with past practice, there has not been been, with respect to the Company, any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the charter, by-laws or other organizational documents of the Company; (c) split, combination or reclassification of any shares of its capital stock; (d) issuance, sale or other disposition of any of its capital stock, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock; (e) declaration or payment of any dividends or distributions on or in respect of any of its capital stock or redemption, purchase or acquisition of its capital stock; (f) material change in any method of accounting or accounting practice for its businessof the Company, except as required by GAAP, which negatively affected its businessGAAP or as disclosed in the notes to the Financial Statements; (cg) material change in the Company’s cash management practices and its policies, practices and procedures with respect to recordation or collection of Accounts Receivableaccounts receivable, establishment of reserves for uncollectible Accounts Receivableaccounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (dh) entry into any Contract that would constitute a Material Venaxis Contract; (ei) incurrence, assumption or guarantee of any material Debtindebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (fj) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Venaxis Interim Balance Sheet, except for the consummation Sheet or cancellation of the transactions contemplated by the Venaxis Building Sale Contract and the sale of inventory in the Ordinary Course of Businessany debts or entitlements; (g) cancellation, amendment, termination, or waiver of any rights under, any material Debts or Claims; (hk) transfer, assignment or grant of any license or sublicense of any material rights under or with respect to any Intellectual Property; (il) material damage, destruction or loss, or any interruption in use, of any assets, loss (whether or not covered by insurance that would constitute a Material Adverse Effectinsurance) to its property; (jm) any capital investment in, or any loan to, any other Person; (n) acceleration, termination, material modification to or cancellation of any material Contract (including, but not limited to, any Material Contract) to which the Company is a party or Permitby which it is bound; (ko) any material capital expenditures; (lp) imposition of any Encumbrance upon any of the Company properties, capital stock or assets, tangible or intangible; (mi) grant of any bonuses, whether monetary or otherwise, or any increase in any wages, salary, severance, pension or other compensation or benefits in respect of any current its employees, officers, directors, consultants or former employee or current or former independent contractorcontractors, other than as provided for in any written agreements or consistent with past practicerequired by applicable Law, or (ii) change in the terms of consultancy employment for any employee or any termination of any employees, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any employee, member, manager, consultant or independent contractor; (nr) entry into adoption, modification or termination of any employment any: (i) employment, severance, retention or consulting agreementother agreement with an employee, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral, or modification of the terms of any such existing agreement; (os) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any current or former employee or current or former independent contractorof its stockholders, directors, officers and employees; (pt) entry into a new line of business or abandonment or discontinuance of existing lines of business; (u) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (qv) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of Ten Thousand and 00/100 Dollars ($25,00010,000.00), individually (in the case of a lease, per annum) or Fifty Thousand and 00/100 Dollars ($100,000 50,000.00) in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for the consummation of the transactions contemplated by the Venaxis Building Sale Contract and purchases of inventory or supplies in the Ordinary Course ordinary course of Businessbusiness consistent with past practice; (rw) adoptionacquisition by merger or consolidation with, amendmentor by purchase of a substantial portion of the assets or stock of, modification or termination by any other manner, any business or any Person or any division thereof; (x) action by the Company to make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer in respect of any bonus, profit sharing, incentive, severance, or other plan, Contract or commitment for the benefit of any current or former employee or current or former independent contractor (or any such action taken with respect to any other Venaxis Benefit Plan)Post-Closing Tax Period; or (sy) except as set forth in Disclosure Schedule 4.08(s), any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since Except as set forth in Section 4.08 of the Venaxis Disclosure Schedule, between the Interim Balance Sheet DateDate and the date of this Agreement, and other than in the Ordinary Course ordinary course of Businessbusiness consistent with past practice, there has not been been, with respect to the Company or any of its Subsidiaries, any: (a) event, occurrence or development that has had, or could would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; (b) amendment of the Organizational Documents of the Company or any of its Subsidiaries; (c) split, combination or reclassification of any equity interest in the Company or any of its Subsidiaries; (d) issuance, sale or other disposition of, or creation of any Encumbrance on, any equity interest of the Company or any of its Subsidiaries, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any equity interest in the Company or any of its Subsidiaries; (e) declaration or payment of any distributions on or in respect of any Capital Stock in the Company or redemption, purchase or acquisition of any of the Company’s outstanding Capital Stock; (f) material change in any method of accounting or accounting practice for of the Company or any of its businessSubsidiaries, except as required by GAAP, which negatively affected its businessGAAP or as disclosed in the notes to the Interim Financial Statements; (cg) material change in the Company’s or any of its Subsidiaries’ cash management practices and its policies, practices and procedures with respect to recordation or collection of Accounts Receivableaccounts receivable, establishment of reserves for uncollectible Accounts Receivableaccounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (dh) entry into any Contract that would constitute a Material Venaxis Contract; (ei) incurrence, assumption or guarantee of any material Debtindebtedness for borrowed money except unsecured current obligations and liabilities incurred in the ordinary course of business consistent with past practice; (fj) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Venaxis Interim Balance Sheet, except for the consummation Sheet or cancellation of the transactions contemplated by the Venaxis Building Sale Contract and the sale of inventory in the Ordinary Course of Businessany debts or entitlements; (g) cancellation, amendment, termination, or waiver of any rights under, any material Debts or Claims; (hk) transfer, assignment or grant of any license or sublicense of any material rights under or with respect to any Intellectual PropertyCompany IP, other than non-exclusive licenses or sublicenses granted in the ordinary course of business; (il) material damage, destruction or loss, or any interruption in use, of any assets, loss (whether or not covered by insurance that would constitute a Material Adverse Effectinsurance) to any of its tangible property; (jm) any capital investment in, or any loan to, any other Person other than any Subsidiary of the Company; (n) acceleration, termination, termination of or material modification to or cancellation of any Contract or PermitMaterial Contract; (ko) material any capital expendituresexpenditures in excess of $100,000 individually or $200,000 in the aggregate; (lp) imposition of any Encumbrance upon any of the Company’s or any of its Subsidiaries’ material properties or assets, tangible or intangible; (mi) grant of any bonuses, whether monetary or otherwise, or any increase in any wages, salary, severance, pension or other compensation or benefits in respect of any current its employees, officers, managers, independent contractors or former employee or current or former independent contractorconsultants, other than as provided for in any written agreements or consistent with past practicerequired by applicable Law, or (ii) change in the terms of consultancy employment for any employee or any termination of any employees for which the aggregate severance costs and expenses exceed $75,000, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any employee, officer, director, independent contractorcontractor or consultant; (nr) entry into adoption, material modification or termination of any: (i) employment, severance, retention or other agreement with any employment current or consulting agreementformer employee, officer, director, independent contractor or consultant, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a labor union, in each case whether written or oral, or modification of the terms of any such existing agreement; (os) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any current stockholder, director, officer or former employee or current or former independent contractor(excluding any expense advances in the ordinary course); (pt) entry into a new material line of business or abandonment or discontinuance of existing material lines of business; (u) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (qv) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $25,00050,000, individually (in the case of a lease, per annum) or $100,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for the consummation of the transactions contemplated by the Venaxis Building Sale Contract and purchases of inventory or supplies in the Ordinary Course ordinary course of Businessbusiness consistent with past practice; (rw) adoptionacquisition by merger or consolidation with, amendmentor by purchase of a substantial portion of the assets, modification stock or termination other equity of, or by any other manner, any business or any Person or any division thereof; (x) action by the Company to make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of the Company in respect of any bonus, profit sharing, incentive, severance, or other plan, Contract or commitment for the benefit of any current or former employee or current or former independent contractor (or any such action taken with respect to any other Venaxis Benefit Plan)Post-Closing Tax Period; or (sy) except as set forth in Disclosure Schedule 4.08(s), enter into any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Venaxis Interim Balance Sheet Date, and other than in the Ordinary Course ordinary course of Businessbusiness consistent with past practice or as set forth in Section 2.08 of the Disclosure Schedules, there has not been been, with respect to the Company or any of its Subsidiaries, any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of its charter, bylaws or other organizational documents; (c) split, combination or reclassification of any shares of its capital stock or other equity interests; (d) issuance, sale or other disposition of any of its capital stock, other equity interests or other securities, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock, other equity interests or other securities; (e) declaration or payment of any dividends or distributions on or in respect of any of its capital stock or other equity interests, or redemption, purchase or acquisition of its capital stock, other equity interests or other securities; (f) material change in any method of accounting or accounting practice for its businesspractice, except as required by GAAP, which negatively affected its businessGAAP or as disclosed in the notes to the Financial Statements; (cg) material change in cash management practices and its policies, practices and procedures with respect to recordation or collection of Accounts Receivableaccounts receivable, establishment of reserves for uncollectible Accounts Receivableaccounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (d) entry into any Contract that would constitute a Material Venaxis Contract; (e) incurrence, assumption or guarantee of any material Debt; (f) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Venaxis Interim Balance Sheet, except for the consummation of the transactions contemplated by the Venaxis Building Sale Contract and the sale of inventory in the Ordinary Course of Business; (g) cancellation, amendment, termination, or waiver of any rights under, any material Debts or Claims; (h) transfer, assignment or grant of any license or sublicense of any material rights under or with respect to any Company Intellectual PropertyProperty or Company IP Agreements; (i) material damage, destruction or loss, or any interruption in use, of any assets, loss (whether or not covered by insurance that would constitute a Material Adverse Effectinsurance) to its material property; (j) acceleration, termination, material modification to or cancellation of any Contract or Permit; (k) material capital expenditures; (l) imposition of any Encumbrance upon any of the material properties, capital stock or other equity interests or assets, tangible or intangible, of the Company or any Subsidiary; (mk) (i) grant of any previously unplanned bonuses, whether monetary or otherwise, or any previously unplanned increase in any wages, salary, severance, pension or other compensation or benefits in respect of any its current or former employee employees, officers, managers, directors, independent contractors or current or former independent contractorconsultants, other than as provided for in any written agreements or consistent with past practicerequired by applicable Law, or change (ii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, manager, director, independent contractor or consultant; (l) hiring or promoting any person as or to (as the case may be) an officer or hiring or promoting any employee below officer except in the terms ordinary course of consultancy for any independent contractorbusiness; (m) entry into a new line of business or abandonment or discontinuance of existing lines of business; (n) entry into or termination of any employment or consulting agreement, written or oral, or modification of the terms of any such existing agreement; (o) loan to, or entry into any other transaction with, any current or former employee or current or former independent contractor; (p) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (qo) purchase, lease acquisition by merger or other acquisition of the right to own, use or lease consolidation with any assets for an amount in excess of $25,000, individually (in the case of a lease, per annum) or $100,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for the consummation of the transactions contemplated by the Venaxis Building Sale Contract and purchases of inventory or supplies in the Ordinary Course of BusinessPerson; (rp) adoption(i) action to make, amendmentchange or rescind any Tax election; (ii) action to amend any Tax Return or take any position on any Tax Return; or (iii) action, modification omission or termination entrance into any transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer in respect of any bonus, profit sharing, incentive, severance, or other plan, Contract or commitment for the benefit of any current or former employee or current or former independent contractor (or any such action taken with respect to any other Venaxis Benefit Plan)Post-Closing Tax Period; or (sq) except as set forth in Disclosure Schedule 4.08(s), any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing. Notwithstanding the foregoing, anything expressly permitted by Buyer (including by waiver, consent or otherwise) under Section 4.01 (Conduct of Business Prior to Closing) shall not be deemed a breach of any provision under this Section 2.08.

Absence of Certain Changes, Events and Conditions. Since the Venaxis Interim Balance Sheet Date, and other than in the Ordinary Course ordinary course of Businessbusiness consistent with past practice, to SELLER’s knowledge, there has not been been, with respect to SELLER, any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the Organizational Documents of SELLER; (c) issuance of additional Common Stock in SELLER; (d) issuance, sale or other disposition of, or creation of any Encumbrance other than a Permitted Encumbrance on, any capital stock in SELLER, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any capital stock in SELLER; (e) declaration or payment of any distributions on or in respect of any capital stock in SELLER or redemption, purchase or acquisition of any of SELLER’s outstanding capital stock; (f) material change in any method of accounting or accounting practice for its businessof SELLER, except as required by GAAP, which negatively affected its businessas applicable, or as disclosed in the notes to the Financial Statements; (cg) material change in SELLER’s cash management practices and its policies, practices and procedures with respect to recordation or collection of Accounts Receivableaccounts receivable, establishment of reserves for uncollectible Accounts Receivableaccounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (dh) entry into any Contract contract that would constitute a Material Venaxis Contract; (eI) incurrence, assumption or guarantee of any material Debt;indebtedness for borrowed money except unsecured current obligations and liabilities incurred in the ordinary course of business consistent with past practice. (fj) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Venaxis Interim Balance Sheet, except for the consummation Sheet or cancellation of the transactions contemplated by the Venaxis Building Sale Contract and the sale of inventory in the Ordinary Course of Businessany material debts or entitlements; (g) cancellation, amendment, termination, or waiver of any rights under, any material Debts or Claims; (hk) transfer, assignment or grant of any license or sublicense of any material rights under or with respect to any Intellectual PropertyProperty of SELLER; (il) material damage, destruction or lossloss (whether covered by insurance) to its property; (m) any material capital investment in, or any interruption in usematerial loan to, of any assets, whether or not covered by insurance that would constitute a Material Adverse Effectother Person; (jn) acceleration, termination, material modification to or cancellation of any Material Contract to which SELLER is a party or Permitby which it is bound; (ko) any material capital expenditures; (lp) imposition of any material Encumbrance other than a Permitted Encumbrance upon any of the SELLER’s properties or assets, tangible or intangible; (mq) grant any material loan to (or forgiveness of any bonuses, whether monetary or otherwise, or any increase in compensation in respect of any current or former employee or current or former independent contractor, other than as provided for in any written agreements or consistent with past practice, or change in the terms of consultancy for any independent contractor; (n) entry into or termination of any employment or consulting agreement, written or oral, or modification of the terms of any such existing agreement; (o) loan to), or entry into any other transaction with, any current or former employee of its members or current or former independent contractormanagers, officers and employees; (pr) entry into a new line of business or abandonment or discontinuance of existing lines of business; (s) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (qt) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $25,000, individually (in the case of a lease, per annum) or $100,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term)amount, except for the consummation of the transactions contemplated by the Venaxis Building Sale Contract and purchases of inventory or supplies in the Ordinary Course ordinary course of Businessbusiness consistent with past practice; (ru) adoptionacquisition by merger or consolidation with, amendmentor by purchase of a substantial portion of the assets, modification Common Stock or termination other equity of, or by any other manner, any business or any Person or any division thereof; (v) action by SELLER to make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of the Buyer in respect of any bonus, profit sharing, incentive, severance, or other plan, Contract or commitment for the benefit of any current or former employee or current or former independent contractor (or any such action taken with respect to any other Venaxis Benefit Plan)Post-Closing Tax Period; or (sw) except as set forth in Disclosure Schedule 4.08(s), any Contract contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Venaxis Interim Balance Sheet DateDate and except as set forth on Schedule 3.05, and other than in the Ordinary Course ordinary course of Businessbusiness consistent with past practice, there has not been any: (a) (i) material change in the composition, condition, or utility of the Purchased Assets, except for changes contemplated by this Agreement and changes in the ordinary course of business consistent with past practice or (ii) any damage, destruction or loss, whether or not covered by insurance, which has or may adversely affect Seller or its ability to operate the Business in the ordinary course of business; (b) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a materially adverse effect on (i) the business, results of operations, condition (financial or otherwise) or assets of the Business, (ii) the value of the Purchased Assets, or (iii) the ability of Seller to consummate the transactions contemplated hereby on a timely basis (“Material Adverse Effect”); (bc) material change in any method of accounting or accounting practice for its businessthe Business, except as required by GAAP, which negatively affected its business; (cd) material change in cash management practices and policies, practices and procedures with respect to recordation or collection of Accounts Receivable, establishment of reserves for uncollectible Accounts Receivable, accrual of Accounts Receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (de) entry into any Contract contract that would constitute a Material Venaxis ContractContract (as hereinafter defined); (ef) incurrence, assumption or guarantee of any material Debtindebtedness for borrowed money in connection with the Business except unsecured current obligations and liabilities incurred in the ordinary course of business consistent with past practice; (fg) transfer, assignment, sale or other disposition of any of the assets Purchased Assets shown or reflected in the Venaxis Interim Balance Sheet, except for the consummation of the transactions contemplated by the Venaxis Building Sale Contract and the sale of inventory Inventory in the Ordinary Course ordinary course of Business; (g) cancellation, amendment, termination, or waiver of any rights under, any material Debts or Claimsbusiness; (h) transfer, assignment or grant of any license or sublicense of any material rights under or with respect to any Intellectual Property; (i) damage, destruction or loss, or any material interruption in use, of any assetsPurchased Assets, whether or not covered by insurance that insurance; (i) material capital expenditures which would constitute a Material Adverse Effectan Assumed Liability; (j) acceleration, termination, material modification to or cancellation of any Contract or Permit; (k) material capital expenditures; (l) imposition of any Encumbrance upon any of the assetsPurchased Assets; (mk) grant any loan to (or forgiveness of any bonuses, whether monetary or otherwise, or any increase in compensation in respect of any current or former employee or current or former independent contractor, other than as provided for in any written agreements or consistent with past practice, or change in the terms of consultancy for any independent contractor; (n) entry into or termination of any employment or consulting agreement, written or oral, or modification of the terms of any such existing agreement; (o) loan to), or entry into any other transaction with, any current or former employee directors, officers or current or former independent contractoremployees of the Business; (p) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (ql) purchase, lease or other acquisition of the right to own, use or lease any property or assets in connection with the Business for an amount in excess of Twenty Five Thousand Dollars ($25,000), individually (in the case of a lease, per annum) or One Hundred Thousand Dollars ($100,000 100,000) in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for the consummation of the transactions contemplated by the Venaxis Building Sale Contract and purchases of inventory Inventory or supplies in the Ordinary Course ordinary course of Businessbusiness consistent with past practice; (rm) adoption, amendment, modification declaration or termination payment of any bonusdividends or distributions on or in respect of any of Seller’s capital stock or redemption, profit sharing, incentive, severance, purchase or other plan, Contract acquisition of Seller’s capital stock; and (n) any agreement or commitment for by the benefit of any current or former employee or current or former independent contractor (or any such action taken with respect to any other Venaxis Benefit Plan); or (s) except as set forth in Disclosure Schedule 4.08(s), any Contract Seller to do any of the foregoing, or any action or omission that would result things described in any of this Section 3.05 since the foregoingapplicable dates set forth herein.

Absence of Certain Changes, Events and Conditions. Since the Venaxis Interim Balance Sheet Date, and other than in the Ordinary Course ordinary course of Businessbusiness consistent with past practice or in connection with the Pre-Closing Restructuring, there has not been been, with respect to each of the Acquired Companies or any of the Assets, any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the Organizational Documents of any of the Acquired Companies; (c) split, combination or reclassification of any of the Acquired Companies’ capital stock or other equity interests; (d) issuance, sale or other disposition of any of the Acquired Companies’ capital stock or other equity interests, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of the Acquired Companies’ capital stock or other equity interests; (e) declaration or payment of any dividends or distributions on or in respect of any of the Acquired Companies’ capital stock or other equity interests or redemption, purchase or acquisition of any of the Acquired Companies’ capital stock or other equity interests; (f) material change in any method of accounting or accounting practice for its businessof any of the Acquired Companies, except as required by GAAP, which negatively affected its businessGAAP or as disclosed in the notes to the Financial Statements; (cg) material change in any of the Acquired Companies’ cash management practices and its policies, practices and procedures with respect to recordation or collection of Accounts Receivableaccounts receivable, establishment of reserves for uncollectible Accounts Receivableaccounts, inventory controlaccrual of accounts receivable, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (d) entry into any Contract that would constitute a Material Venaxis Contract; (eh) incurrence, assumption or guarantee of any material Debtindebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (fi) transfer, assignment, sale or other disposition of any of the assets material asset shown or reflected in the Venaxis Interim Balance Sheet, except for the consummation Sheet or cancellation of the transactions contemplated by the Venaxis Building Sale Contract and the sale of inventory in the Ordinary Course of Businessany material debts or entitlements reflected thereon; (gj) cancellation, amendment, termination, transfer or waiver of any rights under, any material Debts or Claims; (h) transfer, assignment or grant of any license or sublicense of any material rights under or with respect to any Intellectual Property; (ik) material damage, destruction or loss, or any interruption in use, of any assets, loss (whether or not covered by insurance that would constitute a Material Adverse Effectinsurance) to any of the Acquired Companies’ property material to such Acquired Company’s business; (jl) any capital investment in, or any loan to, any other Person (other than an Acquired Company); (m) acceleration, termination, material modification to or cancellation of any Contract or PermitMaterial Contract; (kn) any material capital expenditures; (lo) imposition of any Encumbrance (other than Permitted Encumbrances) upon any of the Assets or any of the Acquired Companies’ properties, capital stock or other equity interests or assets, tangible or intangible; (mp) grant of any material bonuses, whether monetary or otherwise, or any increase in compensation material general wage or salary increases in respect of any current of the Acquired Companies’ Employees, directors, officers or former employee or current or former independent contractorconsultants, other than as provided for in any written agreements or consistent with past practice, or material change in the terms of consultancy employment for any independent contractorEmployee, director, officer or consultant; (nq) entry into or termination of any employment agreement (other than an at-will offer letter) providing for a base salary or consulting collective bargaining agreement, written or oral, or material modification of the terms of any such existing agreement; (or) any loan to, or entry into any other transaction with, any current or former employee or current or former independent contractorof the Acquired Companies’ directors, officers and Employees; (ps) entry into a new line of business or abandonment or discontinuance of existing lines of business; (t) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (qu) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $25,000100,000, individually (in the case of a lease, per annum) or $100,000 200,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for the consummation of the transactions contemplated by the Venaxis Building Sale Contract and purchases of inventory equipment or supplies in the Ordinary Course ordinary course of Businessbusiness consistent with past practice; (rv) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other manner, any business or any Person or any division thereof; (w) adoption, amendment, modification or termination of any material bonus, profit sharing, incentiveincentive or severance plan, severance, or other planBenefit Plan, Contract or commitment for the benefit of any current of the Acquired Companies’ consultants, contractors, Employees or former employee directors (in each case to the extent that such adoption, amendment, modification or current or former independent contractor (termination would result in any liability to Buyer or any such of the Acquired Companies), and in each case except as expressly set forth in Section 5.11; (x) action taken with respect by any of the Acquired Companies to make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other Venaxis Benefit Plan)transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer in respect of any Post-Closing Tax Period; or (sy) except as set forth in Disclosure Schedule 4.08(s), any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Venaxis Interim Balance Sheet Date, and other than in as set forth on Section 4.07 of the Ordinary Course of BusinessDisclosure Schedules, there has not been been, with respect to the Company or any of its Subsidiaries, any: (ai) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (bii) amendment of the Organizational Documents of the Company or any of its Subsidiaries; (iii) split, combination or reclassification of any shares of capital stock in the Company or the equity interests of any Subsidiary of the Company; (iv) issuance, sale or other disposition of, or creation of any Encumbrance on, any shares of capital stock in the Company or equity interest in any Subsidiary of the Company, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any shares of capital stock or equity interest in the Company or any of its Subsidiaries; (v) declaration or payment of any distributions on or in respect of any shares of capital stock in the Company or equity interest in any Subsidiary, or redemption, purchase or acquisition of any of the Company’s outstanding shares of capital stock or any equity interest of any Subsidiary of the Company; (vi) material change in any method of accounting or accounting practice for its businessof the Company or any Subsidiary thereof, except as required by GAAP, which negatively affected its businessIFRS or as disclosed in the notes to the Financial Statements; (c) material change in cash management practices and policies, practices and procedures with respect to recordation or collection of Accounts Receivable, establishment of reserves for uncollectible Accounts Receivable, inventory control, prepayment of expenses, payment of accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (dvii) entry into any Contract that would constitute a Material Venaxis Contract; (eviii) incurrence, assumption or guarantee of any material Debtindebtedness for borrowed money; (fix) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Venaxis Interim Balance Sheet, except for the consummation of the transactions contemplated by the Venaxis Building Sale Contract and the sale of inventory in the Ordinary Course of Business; (g) cancellation, amendment, termination, or waiver of any rights under, any material Debts or Claims; (hx) transfer, assignment or grant of any license or sublicense of any material rights under or with respect to any Company Intellectual Property; (ixi) damage, destruction or lossany capital investment in, or any interruption in use, loan to (or forgiveness of any assetsloan to), whether or not covered by insurance that would constitute a Material Adverse Effectany other Person; (jxii) acceleration, termination, material modification to or cancellation of any material Contract (including, but not limited to, any Material Contract) to which the Company or Permitany of its Subsidiaries is a party or by which it is bound; (kxiii) any material capital expenditures; (lxiv) imposition of any material Encumbrance upon any of the Company’s (or any Subsidiary of the Company’s) material properties or assets, tangible or intangible; (mxv) grant of entry into any bonuses, whether monetary transaction with or otherwise, paying any fees or expenses to any Affiliate or any increase in compensation in respect of any current or former employee their members or current or former independent contractor, managers or officers or any other than as provided for in any written agreements or consistent with past practice, or change in the terms of consultancy for any independent contractorrespective Affiliates; (n) entry into or termination of any employment or consulting agreement, written or oral, or modification of the terms of any such existing agreement; (o) loan to, or entry into any other transaction with, any current or former employee or current or former independent contractor; (pxvi) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent Approval to the filing of any bankruptcy petition against it under any similar Law; (qxvii) purchase, lease or other acquisition of the right to own, use or lease any assets for an amount in excess of $25,000, individually (in the case of a lease, per annum) property or $100,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for the consummation of the transactions contemplated by the Venaxis Building Sale Contract and purchases of inventory or supplies in the Ordinary Course of Businessassets; (rxviii) adoptionacquisition by merger or consolidation with, amendmentor by purchase of a substantial portion of the assets, modification stock or termination other equity of, or by any other manner, any business or any Person or any division thereof; (xix) action by the Company or any of its Subsidiaries to make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of materially increasing the Tax liability or reducing any Tax asset of Buyer in respect of any bonus, profit sharing, incentive, severance, or other plan, Contract or commitment for the benefit of any current or former employee or current or former independent contractor (or any such action taken with respect to any other Venaxis Benefit Plan)Post-Closing Tax Period; or (sxx) except as set forth in Disclosure Schedule 4.08(s), any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Venaxis Interim Balance Sheet Date, and other than in the Ordinary Course ordinary course of Businessbusiness consistent with past practice, or with the express written approval of Buyer, there has not been been, with respect to the Public Company, any: (a) event, occurrence or development that has had, or could would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the Organizational Documents of the Public Company (c) issuance, sale or other disposition of, or creation of any Encumbrance on, any membership interests in the Public Company, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any membership interests in the Public Company; (d) material change in any method of accounting or accounting practice for its businessof the Public Company, except as required by GAAP, which negatively affected its businessGAAP or as disclosed in the notes to the Financial Statements; (ce) material change in the Public Company’s cash management practices and its policies, practices and procedures with respect to recordation or collection of Accounts Receivableaccounts receivable, establishment of reserves for uncollectible Accounts Receivableaccounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (df) entry into any Contract that would constitute a Material Venaxis Contract; (eg) incurrence, assumption or guarantee of any material Debtindebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (fh) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Venaxis Interim Balance Sheet, except for Sheet or cancellation of any debts or entitlements with the consummation exclusion of the transactions contemplated by the Venaxis Building Sale Contract and the sale of inventory in the Ordinary Course of BusinessSub Debt; (g) cancellation, amendment, termination, or waiver of any rights under, any material Debts or Claims; (hi) transfer, assignment or grant of any license or sublicense of any material rights under or with respect to any Intellectual Property; (ij) material damage, destruction or loss, or any interruption in use, of any assets, loss (whether or not covered by insurance that would constitute a Material Adverse Effectinsurance) to any property; (jk) any capital investment in, or any loan to, any other Person; (l) acceleration, termination, material modification to or cancellation of any material Contract (including, but not limited to, any Material Contract) to which the Public Company is a party or Permitby which it is bound; (km) any material capital expenditures; (ln) imposition of any Encumbrance upon any of the Public Company’s properties or assets, tangible or intangible; (m) grant of any bonuses, whether monetary or otherwise, or any increase in compensation in respect of any current or former employee or current or former independent contractor, other than as provided for in any written agreements or consistent with past practice, or change in the terms of consultancy for any independent contractor; (n) entry into or termination of any employment or consulting agreement, written or oral, or modification of the terms of any such existing agreement; (o) loan to, or entry into any other transaction with, any current or former employee or current or former independent contractor; (p) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (q) purchase, lease or other acquisition of the right to own, use or lease any assets for an amount in excess of $25,000, individually (in the case of a lease, per annum) or $100,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for the consummation of the transactions contemplated by the Venaxis Building Sale Contract and purchases of inventory or supplies in the Ordinary Course of Business; (r) adoption, amendment, modification or termination of any bonus, profit sharing, incentive, severance, or other plan, Contract or commitment for the benefit of any current or former employee or current or former independent contractor (or any such action taken with respect to any other Venaxis Benefit Plan); or (s) except as set forth in Disclosure Schedule 4.08(s), any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Venaxis Interim Balance Sheet Date, and other than in the Ordinary Course ordinary course of Businessbusiness consistent with past practice, except as set forth on Section 3.07 of the Disclosure Schedules there has not been been, with respect to either of the Acquired Companies, any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the charter, by-laws or other organizational documents of an Acquired Company; (c) split, combination or reclassification of any shares of its capital stock; (d) issuance, sale or other disposition of any of its capital stock, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock; (e) declaration or payment of any dividends or distributions on or in respect of any of its capital stock or redemption, purchase or acquisition of its capital stock; (f) material change in any method of accounting or accounting practice for its businesspractice, except as required by GAAP, which negatively affected its business; (cg) material change in cash management practices and its policies, practices and procedures with respect to recordation or collection of Accounts Receivableaccounts receivable, establishment of reserves for uncollectible Accounts Receivableaccounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (dh) entry into any Contract that would constitute a Material Venaxis Contract; (ei) incurrence, assumption or guarantee of any material Debtindebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (fj) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Venaxis Interim Balance Sheet, except for the consummation of the transactions contemplated by the Venaxis Building Sale Contract and the sale of inventory sold in the Ordinary Course ordinary course of Businessbusiness, or cancellation or compromise of any debts or claims; (gk) cancellation, amendment, termination, transfer or waiver assignment of any rights under, any material Debts or Claims; (h) transfer, assignment or grant of any license or sublicense of any material rights under or with respect to any Acquired Company Intellectual Property or Acquired Company IP Agreements; (l) abandonment or lapse of or failure to maintain in full force and effect any Acquired Company IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality or value of any Trade Secrets included in the Acquired Company Intellectual Property; (im) material damage, destruction or loss, or any interruption in use, of any assets, loss (whether or not covered by insurance that would constitute a Material Adverse Effectinsurance) to its property; (jn) any capital investment in, or any loan to, any other Person; (o) acceleration, termination, material modification to or cancellation of any material Contract (including, but not limited to, any Material Contract) to which an Acquired Company is a party or Permitby which it is bound; (kp) any material capital expenditures; (lq) imposition of any Encumbrance upon any of the an Acquired Company properties, capital stock or assets, tangible or intangible; (mr) (i) grant of any bonuses, whether monetary or otherwise, or any increase in any wages, salary, severance, pension or other compensation or benefits in respect of any its current or former employee employees, officers, directors, independent contractors or current or former independent contractorconsultants, other than as provided for in any written agreements or consistent with past practicerequired by applicable Law, or (ii) change in the terms of consultancy employment for any employee or any termination of any employees for which the aggregate annual costs and expenses exceed $2,500, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractorcontractor or consultant; (ns) entry into hiring or promoting any person as or to (as the case may be) a position of manager or higher level; (t) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any employment current or consulting agreementformer employee, officer, director, independent contractor or consultant, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral, or modification of the terms of any such existing agreement; (ou) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any current or former employee of its stockholders or current or former independent contractordirectors, officers and employees; (pv) entry into a new line of business or abandonment or discontinuance of existing lines of business; (w) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (qx) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $25,0002,500, individually (in the case of a lease, per annum) or $100,000 5,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for the consummation of the transactions contemplated by the Venaxis Building Sale Contract and purchases of inventory or supplies in the Ordinary Course ordinary course of Businessbusiness consistent with past practice; (ry) adoptionacquisition by merger or consolidation with, amendmentor by purchase of a substantial portion of the assets or stock of, modification or termination by any other manner, any business or any Person or any division thereof; (z) action to make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer in respect of any bonus, profit sharing, incentive, severance, or other plan, Contract or commitment for the benefit of any current or former employee or current or former independent contractor (or any such action taken with respect to any other Venaxis Benefit Plan)Post-Closing Tax Period; or (saa) except as set forth in Disclosure Schedule 4.08(s), any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Venaxis Interim Balance Sheet Datedate of the most recent balance sheet included in the SEC Reports, and other than in the Ordinary Course ordinary course of Businessbusiness consistent with past practice or in connection with the transactions contemplated hereby or by the other Transaction Documents, there has not been been, with respect to the Company, any: (ai) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (bii) amendment of the charter, by-laws or other organizational documents of the Company; (iii) split, combination or reclassification of any shares of its capital stock; (iv) issuance, sale or other disposition of any of its capital stock, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock; (v) declaration or payment of any dividends or distributions on or in respect of any of its capital stock or redemption, purchase or acquisition of its capital stock; (vi) material change in any method of accounting or accounting practice for its businessof the Company, except as required by GAAP, which negatively affected its businessGAAP or as disclosed in the notes to the financial statements included in the SEC Reports; (c) material change in cash management practices and policies, practices and procedures with respect to recordation or collection of Accounts Receivable, establishment of reserves for uncollectible Accounts Receivable, inventory control, prepayment of expenses, payment of accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (d) entry into any Contract that would constitute a Material Venaxis Contract; (evii) incurrence, assumption or guarantee of any material Debtindebtedness for borrowed money except unsecured current obligations and liabilities incurred in the ordinary course of business consistent with past practice; (fviii) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Venaxis Interim Balance Sheet, except for the consummation balance sheet of the transactions contemplated by the Venaxis Building Sale Contract and the sale Company or cancellation, discharge or payment of inventory in the Ordinary Course of Businessany debts, liens or entitlements; (gix) cancellation, amendment, terminationany capital investment in, or waiver of any rights underloan to, any material Debts or Claimsother Person; (h) transfer, assignment or grant of any license or sublicense of any material rights under or with respect to any Intellectual Property; (i) damage, destruction or loss, or any interruption in use, of any assets, whether or not covered by insurance that would constitute a Material Adverse Effect; (jx) acceleration, termination, material modification or amendment to or cancellation of any material Contract (including, but not limited to, any Material Contract) to which the Company is a party or Permitby which it is bound; (kxi) any material capital expenditures; (lxii) imposition of any Encumbrance Lien upon any of the Company properties, capital stock or assets, tangible or intangible; (mxiii) grant adoption, modification or termination of any bonusesany: (1) material employment, whether monetary severance, retention or otherwise, or any increase in compensation in respect of other agreement with any current or former employee, officer, director, independent contractor or consultant, (2) employee or current or former independent contractor, other than as provided for in any written agreements or consistent with past practicebenefit plan, or change (3) collective bargaining or similar agreement, in the terms of consultancy for any independent contractoreach case whether written or oral; (nxiv) entry into any loan to (or termination forgiveness of any employment or consulting agreement, written or oral, or modification of the terms of any such existing agreement; (o) loan to), or entry into any other transaction with, any current or former employee or current or former independent contractorof its stockholders, directors, officers and employees; (pxv) entry into a new line of business or abandonment or discontinuance of existing lines of business; (xvi) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (qxvii) purchaseacquisition by merger or consolidation with, lease or other acquisition by purchase of a substantial portion of the right to own, use assets or lease any assets for an amount in excess of $25,000, individually (in the case of a lease, per annum) or $100,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for the consummation of the transactions contemplated by the Venaxis Building Sale Contract and purchases of inventory or supplies in the Ordinary Course of Business; (r) adoption, amendment, modification or termination of any bonus, profit sharing, incentive, severancestock of, or by any other planmanner, Contract or commitment for the benefit of any current or former employee or current or former independent contractor (business or any such action taken with respect to Person or any other Venaxis Benefit Plan)division thereof; or (sxviii) except as set forth in Disclosure Schedule 4.08(s), any Contract contract or other agreement to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since Except as set forth in Section 3.8 of the Venaxis Interim Disclosure Schedules, since the Balance Sheet Date, and other than in the Ordinary Course ordinary course of Businessbusiness consistent with past practice, except for any event that may have been caused by any Law, rules regulations or other requirements of any Governmental Authorities in response to the COVID-19 pandemic, there has not been been, with respect to the Target Company and its Subsidiaries, any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the charter, by-laws or other organizational documents of the Target Company; (c) split, combination or reclassification of any shares of its capital stock (or other equity securities); (d) issuance, sale or other disposition of any of its capital stock (or other equity securities) or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock (or other equity securities) that have not been disclosed herein; (e) declaration or payment of any dividends or distributions on or in respect of any of its capital stock (or other equity securities) or redemption, purchase or acquisition of its capital stock (or other equity securities); (f) material change in any method of accounting or accounting practice for its businessof the Target Company, except as required by GAAP, which negatively affected its businessGAAP or as disclosed in the notes to the Financial Statements; (cg) material change in the Target Company’s cash management practices and its policies, practices and procedures with respect to recordation or collection of Accounts Receivableaccounts receivable, establishment of reserves for uncollectible Accounts Receivableaccounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (dh) entry into any Contract that would constitute a Material Venaxis Contract; (ei) incurrence, assumption or guarantee of any material Debtindebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (fj) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Venaxis Interim Balance Sheet, except for the consummation Sheet or cancellation of the transactions contemplated by the Venaxis Building Sale Contract and the sale of inventory in the Ordinary Course of Businessany debts or entitlements; (g) cancellation, amendment, termination, or waiver of any rights under, any material Debts or Claims; (hk) transfer, assignment or grant of any license or sublicense of any material rights under or with respect to any Target Company Intellectual PropertyProperty or Target Company IP Agreements; (i) damage, destruction or loss, or any interruption in use, of any assets, whether or not covered by insurance that would constitute a Material Adverse Effect; (j) acceleration, termination, material modification to or cancellation of any Contract or Permit; (k) material capital expenditures; (l) imposition of any Encumbrance upon any of the assets; (m) grant of any bonuses, whether monetary or otherwise, or any increase in compensation in respect of any current or former employee or current or former independent contractor, other than as provided for in any written agreements or consistent with past practice, or change in the terms of consultancy for any independent contractor; (n) entry into or termination of any employment or consulting agreement, written or oral, or modification of the terms of any such existing agreement; (o) loan to, or entry into any other transaction with, any current or former employee or current or former independent contractor; (p) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (q) purchase, lease or other acquisition of the right to own, use or lease any assets for an amount in excess of $25,000, individually (in the case of a lease, per annum) or $100,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for the consummation of the transactions contemplated by the Venaxis Building Sale Contract and purchases of inventory or supplies in the Ordinary Course of Business; (r) adoption, amendment, modification or termination of any bonus, profit sharing, incentive, severance, or other plan, Contract or commitment for the benefit of any current or former employee or current or former independent contractor (or any such action taken with respect to any other Venaxis Benefit Plan); or (s) except as set forth in Disclosure Schedule 4.08(s), any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since Except as set forth on Section 3.09 of the Venaxis Disclosure Schedules, since the Interim Balance Sheet Date, and other than in the Ordinary Course ordinary course of Businessbusiness consistent with past practice, there has not been been, with respect to any Company, any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of such Company’s Organizational Documents; (c) split, combination or reclassification of any shares of its limited liability company/membership interests, capital stock or other equity interests; (d) issuance, sale or other disposition of any of its limited liability company/membership interests, capital stock or other equity interests, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its limited liability company/membership interests, capital stock or other equity interests; (e) declaration or payment of any dividends or distributions on or in respect of any of its limited liability company/membership interests, capital stock or other equity interests, or redemption, purchase or acquisition of its limited liability company/membership interests, capital stock or other equity interests; (f) material change in any method of accounting or accounting practice for its businessof such Company, except as required by GAAPGAAP (or, which negatively affected its businessas to FSIC, by SAP) or as disclosed in the notes to the Financial Statements; (cg) material change in such Company’s cash management practices and its policies, practices and procedures with respect to recordation or collection of Accounts Receivableaccounts receivable, establishment of reserves for uncollectible Accounts Receivableaccounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (dh) entry into any Contract that would constitute a Material Venaxis Contract; (ei) incurrence, assumption or guarantee of any material DebtIndebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (fj) transfer, assignment, sale or other disposition of any of the material assets shown or reflected in the Venaxis Interim Balance Sheet, except for the consummation Sheet or cancellation of the transactions contemplated by the Venaxis Building Sale Contract and the sale of inventory in the Ordinary Course of Businessany debts or entitlements; (g) cancellation, amendment, termination, or waiver of any rights under, any material Debts or Claims; (hk) transfer, assignment or grant of any license or sublicense of any material rights under or with respect to any Company Intellectual PropertyProperty or Company IP Agreements; (il) material damage, destruction or loss, or any interruption in use, of any assets, loss (whether or not covered by insurance that would constitute insurance) to a Material Adverse Effectmaterial asset of any Company; (jm) capital investment in, or any loan to, any other Person; (n) acceleration, termination, material modification to or cancellation of any Material Contract to which such Company is a party or Permitby which it is bound; (ko) material capital expenditures; (lp) imposition of any Encumbrance upon any of the such Company’s properties, capital stock or assets, tangible or intangible; (mi) grant of any bonuses, whether monetary or otherwise, or any increase in any wages, salary, severance, pension or other compensation or benefits in respect of any such Company’s current or former employee employees, directors, officers, managers, independent contractors or current or former independent contractorconsultants, other than (A) in the ordinary course of business consistent with past practices, (B) as provided for in any written agreements or consistent with past practice(C) as required by applicable Law, or (ii) change in the terms of consultancy employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $25,000, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, manager, independent contractorcontractor or consultant; (nr) entry into hiring or promoting any person as or to (as the case may be) an officer or hiring or promoting any employee below officer except to fill a vacancy in the ordinary course of business; (s) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any employment current or consulting agreementformer employee, officer, director, manager, independent contractor or consultant, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral, or modification of the terms of any such existing agreement; (ot) loan to (or forgiveness of any loan to), or entry into any other transaction with, any current of its stockholders or former employee members, or current or former independent contractordirectors, managers, officers and employees; (pu) entry into a new line of business or abandonment or discontinuance of existing lines of business; (v) except for the Merger, adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (qw) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $25,000100,000, individually (in the case of a lease, per annum) or $100,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for the consummation of the transactions contemplated by the Venaxis Building Sale Contract and purchases of inventory or supplies in the Ordinary Course ordinary course of Businessbusiness consistent with past practice; (rx) adoptionacquisition by merger or consolidation with, amendmentor by purchase of a substantial portion of the assets or stock or limited liability company/membership interests of, modification or termination by any other manner, any business or any Person or any division thereof; (y) action by such Company to make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax Liability or reducing any Tax asset of Parent in respect of any bonusPost-Closing Tax Period; (z) entry, profit sharing, incentive, severanceissuance, or other planfiling, Contract with or commitment for without the benefit request or consent or over the objection of such Company, of any current order, consent order, of directive relating to such Company of or former employee by any Applicable Insurance Department, or current undertaking or former independent contractor (agreement by such Company to or with any such action taken with respect to any other Venaxis Benefit Plan)Applicable Insurance Department; or (saa) except as set forth in Disclosure Schedule 4.08(s), any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Venaxis Interim Balance Sheet Date, and other than in the Ordinary Course ordinary course of Businessbusiness consistent with past practice, there has not been been, with respect to the Company, any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the Organizational Documents of the Company; (c) split, combination or reclassification of any Membership Interests in the Company; (d) issuance, sale or other disposition of, or creation of any Encumbrance on, any Membership Interests in the Company, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any Membership Interests in the Company; (e) declaration or payment of any distributions on or in respect of any Membership Interests in the Company or redemption, purchase or acquisition of any of the Company’s outstanding Membership Interests; (f) material change in any method of accounting or accounting practice for its businessof the Company, except as required by GAAP, which negatively affected its businessGAAP or as disclosed in the notes to the Financial Statements; (cg) material change in the Company’s cash management practices and its policies, practices and procedures with respect to recordation or collection of Accounts Receivableaccounts receivable, establishment of reserves for uncollectible Accounts Receivableaccounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (dh) entry into any Contract that would constitute a Material Venaxis Contract; (ei) incurrence, assumption or guarantee of any material Debt;indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice. (fj) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Venaxis Interim Balance Sheet, except for the consummation Sheet or cancellation of the transactions contemplated by the Venaxis Building Sale Contract and the sale of inventory in the Ordinary Course of Businessany debts or entitlements; (g) cancellation, amendment, termination, or waiver of any rights under, any material Debts or Claims; (hk) transfer, assignment or grant of any license or sublicense of any material rights under or with respect to any Company Intellectual PropertyProperty or Company IP Agreements; (il) material damage, destruction or loss, or any interruption in use, of any assets, loss (whether or not covered by insurance that would constitute a Material Adverse Effectinsurance) to its property; (jm) any capital investment in, or any loan to, any other Person; (n) acceleration, termination, material modification to or cancellation of any material Contract (including, but not limited to, any Material Contract) to which the Company is a party or Permitby which it is bound; (ko) any material capital expenditures; (lp) imposition of any Encumbrance upon any of the Company’s properties or assets, tangible or intangible; (mq) grant any loan to (or forgiveness of any bonuses, whether monetary or otherwise, or any increase in compensation in respect of any current or former employee or current or former independent contractor, other than as provided for in any written agreements or consistent with past practice, or change in the terms of consultancy for any independent contractor; (n) entry into or termination of any employment or consulting agreement, written or oral, or modification of the terms of any such existing agreement; (o) loan to), or entry into any other transaction with, any current or former employee of its members or current or former independent contractormanagers, officers and employees; (pr) entry into a new line of business or abandonment or discontinuance of existing lines of business; (s) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (qt) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $25,0005,000, individually (in the case of a lease, per annum) or $100,000 25,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for the consummation of the transactions contemplated by the Venaxis Building Sale Contract and purchases of inventory or supplies in the Ordinary Course ordinary course of Businessbusiness consistent with past practice; (ru) adoptionacquisition by merger or consolidation with, amendmentor by purchase of a substantial portion of the assets, modification stock or termination other equity of, or by any other manner, any business or any Person or any division thereof; (v) action by the Company to make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer in respect of any bonus, profit sharing, incentive, severance, or other plan, Contract or commitment for the benefit of any current or former employee or current or former independent contractor (or any such action taken with respect to any other Venaxis Benefit Plan)Post-Closing Tax Period; or (sw) except as set forth in Disclosure Schedule 4.08(s), any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since Except as set forth on Section 3.8 of the Venaxis Company Disclosure Schedules or in accordance with Section 5.1(b) hereof, since the Interim Balance Sheet Date, and other than in the Ordinary Course ordinary course of Businessbusiness consistent with past practice, there has not been been, with respect to Company, any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse EffectEffect with respect to Company; (b) an amendment of the Company Charter or the by-laws or other organizational documents of Company; (c) split, combination or reclassification of any shares of its capital stock; (d) issuance, sale or other disposition of any of its capital stock, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock; (e) declaration or payment of any dividends or distributions on or in respect of any of its capital stock or redemption, purchase or acquisition of its capital stock; (f) material change in any method of accounting or accounting practice for its business, of Company except as required by GAAP, which negatively affected its businessGAAP or as disclosed in the notes to the Financial Statements; (cg) material change in Company’s cash management practices and its policies, practices and procedures with respect to recordation or collection of Accounts Receivableaccounts receivable, establishment of reserves for uncollectible Accounts Receivableaccounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (dh) entry into any Contract that would constitute a Material Venaxis Contract; (ei) incurrence, assumption or guarantee of any material Debtindebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (fj) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Venaxis Interim Balance Sheet, except for the consummation Sheet or cancellation of the transactions contemplated by the Venaxis Building Sale Contract and the sale of inventory any debts or entitlements other than in each case in the Ordinary Course ordinary course of Businessbusiness consistent with past practice; (g) cancellation, amendment, termination, or waiver of any rights under, any material Debts or Claims; (hk) transfer, assignment or grant of any license or sublicense of any material rights under or with respect to any Intellectual PropertyProperty other than, in each case, in connection with a sale of Products in the ordinary course of business consistent with past practice; (il) damage, destruction or loss, or any interruption in use, of any assets, loss (whether or not covered by insurance that would constitute insurance) to its property having a Material Adverse Effectreplacement cost in excess of Five Thousand Dollars ($5,000); (jm) any capital investment in, or any loan to, any other Person; (n) acceleration, termination, material modification to or cancellation of any Material Contract to which Company is a party or Permitby which it is bound; (ko) material any capital expendituresexpenditures in excess of Five Thousand Dollars ($5,000) individually or Fifteen Thousand Dollars ($15,000) in the aggregate; (lp) imposition of any material Encumbrance upon any of the Company properties, capital stock or assets, tangible or intangible other than Permitted Encumbrances; (mi) grant of any bonuses, whether monetary or otherwise, or any increase in any wages, salary, severance, pension or other compensation or benefits in respect of any current its employees, officers, directors, independent contractors or former employee or current or former independent contractorconsultants, other than as provided for in any written agreements or consistent with past practicerequired by applicable Law, or (ii) change in the terms of consultancy employment for any employee, or any termination of any employees, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any employee, officer, director, independent contractorcontractor or consultant; (nr) entry into adoption, modification or termination of any employment any: (i) employment, severance, retention or consulting agreement, written or oral, or modification of the terms of any such existing agreement; (o) loan to, or entry into any other transaction with, agreement with any current or former employee employee, officer, director, independent contractor or current consultant, (ii) material Benefit Plan or former independent contractor(iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (ps) any loan to (or forgiveness of any loan to) any of its stockholders, directors, officers and employees other than the advancement of expenses in the ordinary course of business consistent with past practice; (t) entry into a new line of business or abandonment or discontinuance of existing lines of business; (u) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (qv) purchaseacquisition by merger or consolidation with, lease or other acquisition by purchase of a substantial portion of the right to ownassets or stock of, use or lease by any assets for an amount in excess of $25,000other manner, individually (in the case of a lease, per annum) any business or $100,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for the consummation of the transactions contemplated by the Venaxis Building Sale Contract and purchases of inventory Person or supplies in the Ordinary Course of Businessany division thereof; (rw) adoptionexcept for Tax filings and positions in accordance with the Company’s prior custom and practice and properly disclosed to Parent, amendmentaction by Company to make, modification change or termination rescind any Tax election, amend any Tax Return, adopt or change any accounting method in respect of Taxes, enter into any bonus, profit sharing, incentive, severance, or other plan, Contract or commitment for the benefit of any current or former employee or current or former independent contractor (or any such action taken closing agreement with respect to Taxes, settle any other Venaxis Benefit Plan)material claim or assessment in respect of Taxes, or consent to any extension or waiver of the limitation period applicable to any material claim with respect to the collection or assessment of Taxes; or (sx) except as set forth in Disclosure Schedule 4.08(s), any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Venaxis Interim Balance Sheet Date, and other than in the Ordinary Course ordinary course of Businessbusiness consistent with past practice, there has not been been, with respect to the Company, any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the charter, by-laws or other organizational documents of the Company; (c) split, combination or reclassification of any shares of its capital stock; (d) issuance, sale or other disposition of any of its capital stock, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock; (e) declaration or payment of any dividends or distributions on or in respect of any of its capital stock or redemption, purchase or acquisition of its capital stock; (f) material change in any method of accounting or accounting practice for its businessof the Company, except as required by GAAP, which negatively affected its businessGAAP or as disclosed in the notes to the Financial Statements; (c) material change in cash management practices and policies, practices and procedures with respect to recordation or collection of Accounts Receivable, establishment of reserves for uncollectible Accounts Receivable, inventory control, prepayment of expenses, payment of accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (d) entry into any Contract that would constitute a Material Venaxis Contract; (eg) incurrence, assumption or guarantee of any material Debtindebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (fh) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Venaxis Interim Balance SheetSheet or cancellation, except for the consummation discharge or payment of the transactions contemplated by the Venaxis Building Sale Contract and the sale of inventory in the Ordinary Course of Businessany [material] debts, liens or entitlements; (g) cancellation, amendment, termination, or waiver of any rights under, any material Debts or Claims; (hi) transfer, assignment or grant of any license or sublicense of any material rights under or with respect to any Intellectual Property; (ij) damage, destruction or lossany capital investment in, or any interruption in useloan to, of any assets, whether or not covered by insurance that would constitute a Material Adverse Effectother Person; (jk) acceleration, termination, material modification or amendment to or cancellation of any material Contract (including, but not limited to, any Material Contract) to which the Company is a party or Permitby which it is bound; (kl) any material capital expenditures; (lm) imposition of any Encumbrance upon any of the Company properties, capital stock or assets; (m) grant of any bonuses, whether monetary tangible or otherwise, or any increase in compensation in respect of any current or former employee or current or former independent contractor, other than as provided for in any written agreements or consistent with past practice, or change in the terms of consultancy for any independent contractorintangible; (n) entry into adoption, modification or termination of any: (i) material employment, severance, retention or other agreement with any employment current or consulting agreementformer employee, officer, director, independent contractor or consultant, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral, or modification of the terms of any such existing agreement; (o) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any current or former employee or current or former independent contractorof its stockholders, directors, officers and employees; (p) entry into a new line of business or abandonment or discontinuance of existing lines of business; (q) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (qr) purchaseacquisition by merger or consolidation with, lease or other acquisition by purchase of a substantial portion of the right to own, use assets or lease any assets for an amount in excess of $25,000, individually (in the case of a lease, per annum) or $100,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for the consummation of the transactions contemplated by the Venaxis Building Sale Contract and purchases of inventory or supplies in the Ordinary Course of Business; (r) adoption, amendment, modification or termination of any bonus, profit sharing, incentive, severancestock of, or by any other planmanner, Contract or commitment for the benefit of any current or former employee or current or former independent contractor (business or any such action taken with respect to Person or any other Venaxis Benefit Plan)division thereof; or (s) except as set forth in Disclosure Schedule 4.08(s), any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Venaxis Interim Balance Sheet DateDate and except as disclosed in Section 4.06 of the Disclosure Schedules, and other than in the Ordinary Course ordinary course of Businessbusiness consistent with past practice, there has not been any: (a) to the Actual Knowledge of Seller Parent, event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) material change in any method of accounting or accounting practice for its businessthe Business, except as required by GAAP, which negatively affected its businessGAAP or as disclosed in the notes to the Financial Statements; (c) material change in cash management practices and policies, practices and procedures with respect to recordation or collection of Accounts Receivable, establishment of reserves for uncollectible Accounts Receivable, inventory control, prepayment of expenses, payment of accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (d) entry into any Contract that would constitute a Material Venaxis Contract; (ed) incurrence, assumption or guarantee of any material Debtindebtedness for borrowed money in connection with the Business except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (fe) transfer, assignment, sale or other disposition of any of the assets Purchased Assets shown or reflected in the Venaxis Interim Balance Sheet, except for the consummation of the transactions contemplated by the Venaxis Building Sale Contract and the sale of inventory Inventory in the Ordinary Course ordinary course of Businessbusiness; (g) cancellation, amendment, termination, or waiver of any rights under, any material Debts or Claims; (hf) transfer, assignment or grant of any license or sublicense of any material rights under or with respect to any Intellectual PropertyProperty Assets or Intellectual Property Licenses; (ig) material damage, destruction or loss, or any material interruption in use, of any assetsPurchased Assets, whether or not covered by insurance that would constitute a Material Adverse Effectinsurance; (jh) acceleration, termination, material modification to or cancellation of any Assigned Contract or Permit; (ki) material capital expendituresexpenditures which would constitute an Assumed Liability; (lj) imposition of any Encumbrance upon any of the assetsPurchased Assets; (mi) except for Seller Parent’s grant of restricted stock units under its Benefit Plans, grant of any bonuses, whether monetary or otherwise, or any increase in any wages, salary, severance, pension or other compensation or benefits in respect of any current employees, officers, directors, independent contractors or former employee or current or former independent contractorconsultants of the Business, other than as provided for in any written agreements or consistent with past practicerequired by applicable Law, or (ii) change in the terms of consultancy employment, except for implementation and termination of temporary salary decreases, for any employee of the Business or any termination of any employees for which the aggregate costs and expenses exceed $10,000, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any employee, officer, director, consultant or independent contractorcontractor of the Business; (nl) entry into except for Seller Parent’s grant of restricted stock units under its Benefit Plans, adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any employment current or consulting agreementformer employee, officer, director, independent contractor or consultant of the Business, (ii) Benefit Plan, or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral, or modification of the terms of any such existing agreement; (om) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any current directors, officers or former employee or current or former independent contractoremployees of the Business; (pn) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law;; or (qo) purchase, lease or other acquisition of the right to own, use or lease any property or assets in connection with the Business for an amount in excess of $25,000, individually (in the case of a lease, per annum) or $100,000 25,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for the consummation of the transactions contemplated by the Venaxis Building Sale Contract and purchases of inventory Inventory or supplies in the Ordinary Course ordinary course of Business; (r) adoption, amendment, modification or termination of any bonus, profit sharing, incentive, severance, or other plan, Contract or commitment for the benefit of any current or former employee or current or former independent contractor (or any such action taken business consistent with respect to any other Venaxis Benefit Plan); or (s) except as set forth in Disclosure Schedule 4.08(s), any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoingpast practice.

Absence of Certain Changes, Events and Conditions. Since Other than as set forth in the Venaxis Interim Balance Sheet DateSEC Reports or as contemplated by this Agreement or Transaction Documents, since the date of the Company Financial Statements, and other than in the Ordinary Course of Business, there has not been been, with respect to the Company, any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the Organizational Documents; (c) split, combination or reclassification of any shares of the capital stock of the Company; (d) issuance, sale or other disposition of any of the capital stock of the Company, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of the capital stock of the Company; (e) declaration or payment of any dividends or distributions on or in respect of any of the capital stock of the Company or redemption, purchase or acquisition of the capital stock the Company; (f) material change in any method of accounting or accounting practice for its businessof the Company, except as required by GAAP, which negatively affected its businessdisclosed in the notes to the Company Financial Statements; (cg) material change in the Company’s cash management practices and its policies, practices and procedures with respect to recordation or collection of Accounts Receivableaccounts receivable, establishment of reserves for uncollectible Accounts Receivableaccounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (dh) entry into any Contract that would constitute a Material Venaxis Contract; (ei) incurrence, assumption or guarantee of any material Debtindebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the Ordinary Course of Business; (fj) transfer, assignment, sale or other disposition of any material amount of the assets shown or reflected in the Venaxis Interim Balance Sheet, except for the consummation Company Financial Statements or cancellation of the transactions contemplated by the Venaxis Building Sale Contract and the sale of inventory in the Ordinary Course of Businessany material debts or material entitlements; (gk) cancellation, amendment, termination, or waiver of any rights under, any material Debts or Claims; (h) transfer, assignment or grant of any license or sublicense of any material rights under or with respect to any Intellectual Property; (i) damage, material destruction or loss, or any interruption in use, of any assets, loss (whether or not covered by insurance that would constitute a Material Adverse Effectinsurance) to property of the Company, except for ordinary wear and tear; (jl) any capital investment by the Company in, or any loan to, any other Person; (m) acceleration, termination, material modification to or cancellation of any Material Contract to which the Company is a party or Permitby which it is bound; (kn) material any capital expendituresexpenditures by the Company in excess of $5,000; (l) imposition of any Encumbrance upon any of the assets; (mi) grant of any bonuses, whether monetary or otherwise, or any increase in any wages, salary, severance, pension or other compensation or benefits in respect of any current the Company’s employees, officers, directors, independent contractors or former employee or current or former independent contractorconsultants, other than as provided for in any written agreements or consistent with past practicerequired by applicable Law, or (ii) change in the terms of consultancy employment for any employee or any termination of any employees of the Company, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any employee, officer, director, independent contractorcontractor or consultant of the Company; (np) entry into adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any employment current or consulting agreementformer employee, officer, director, independent contractor or consultant of the Company, or (ii) collective bargaining or other agreement with a union, in each case whether written or oral, or modification of involving the terms of any such existing agreementCompany; (oq) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any current or former employee or current or former independent contractorof the Company’s stockholders, directors, officers and employees; (pr) entry into a material new line of business or abandonment or discontinuance of existing material lines of business by the Company; (s) adoption by the Company of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it either the Company under any similar Law; (qt) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $25,0001,000, individually (in the case of a lease, per annum) or $100,000 5,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for the consummation of the transactions contemplated by the Venaxis Building Sale Contract and purchases of inventory or supplies in the Ordinary Course of Business, in each case by or with respect to the Company; (ru) adoption, amendment, modification acquisition by merger or termination of any bonus, profit sharing, incentive, severanceconsolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other planmanner, Contract or commitment for the benefit of any current or former employee or current or former independent contractor (business or any such action taken with respect to Person or any other Venaxis Benefit Plan)division thereof by the Company; or (sv) except as set forth in Disclosure Schedule 4.08(s)action by the Company to make, change or rescind any Contract Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to do any of the foregoing, or take any action or omission enter into any other transaction that would result in have the effect of increasing the Tax liability or reducing any Tax asset of the foregoingCompany following the Closing.

Absence of Certain Changes, Events and Conditions. Since the Venaxis Interim Balance Sheet Date, with respect to the Business and other than in the Ordinary Course ordinary course of Businessbusiness consistent with past practice, and except as set forth on Section 4.06 of the Disclosure Schedules, there has not been any: (a) event, occurrence or development that has had, or could would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) material change in any method of accounting or accounting practice for its businessthe Business, except as required by GAAP, which negatively affected its business; (c) material change in cash management practices and policies, practices and procedures with respect to recordation or collection of Accounts Receivable, establishment of reserves for uncollectible Accounts Receivable, accrual of Accounts Receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (d) entry into any Contract that would constitute a Material Venaxis Contract; (e) incurrence, assumption or guarantee of any material Debtindebtedness for borrowed money in connection with the Business except Liabilities incurred in the ordinary course of business consistent with past practice; (fe) transfer, assignment, sale or other disposition of any of the assets Purchased Assets shown or reflected in the Venaxis Interim Pro Forma Balance Sheet, except for the consummation of the transactions contemplated by the Venaxis Building Sale Contract and the sale of inventory in the Ordinary Course ordinary course of Businessbusiness consistent with past practice; (gf) cancellation, cancellation of any debts or claims or amendment, termination, termination or waiver of any rights under, any material Debts or Claimsconstituting Purchased Assets; (hg) transfer, assignment or grant of any license or sublicense of any material rights under or with respect to any Intellectual PropertyProperty Assets or Intellectual Property Agreements; (ih) material damage, destruction or loss, or any material interruption in use, of any assetsPurchased Assets, whether or not covered by insurance that would constitute a Material Adverse Effectinsurance; (ji) acceleration, termination, material modification to or cancellation of any Assigned Contract or Permit; (k) material capital expenditures; (lj) imposition of any Encumbrance upon any of the assetsPurchased Assets; (mk) (i) grant of any bonuses, whether monetary or otherwise, or increase, by more than three percent, in any increase in wages, salary, severance, pension or other compensation or benefits in respect of any current employees, officers, directors, independent contractors or former employee or current or former independent contractorconsultants of the Business, other than as provided for in any written agreements or consistent with past practicerequired by applicable Law, or (ii) material change in the terms of consultancy employment for any employee of the Business, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any employee, officer, director, consultant or independent contractorcontractor of the Business; (nl) entry into adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any employment current or consulting agreementformer employee, officer, director, independent contractor or consultant of the Business, (ii) Benefit Plan, or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral, or modification of the terms of any such existing agreement; (om) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any current directors, officers or former employee or current or former independent contractoremployees of the Business; (pn) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (qo) purchase, lease or other acquisition of the right to own, use or lease any property or assets in connection with the Business for an amount in excess of $25,00050,000, individually (in the case of a lease, per annum) or $100,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for the consummation of the transactions contemplated by the Venaxis Building Sale Contract and purchases of inventory Inventory or supplies in the Ordinary Course ordinary course of Business; (r) adoption, amendment, modification or termination of any bonus, profit sharing, incentive, severance, or other plan, Contract or commitment for the benefit of any current or former employee or current or former independent contractor (or any such action taken business consistent with respect to any other Venaxis Benefit Plan)past practice; or (sp) except as set forth in Disclosure Schedule 4.08(s), any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Venaxis Interim Balance Sheet Date, and other than in the Ordinary Course ordinary course of Businessbusiness consistent with past practice, with respect to Seller, there has not been any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) material change in any method of accounting or accounting practice for its businessSeller, except as required by applicable Law, GAAP, which negatively affected its businessGAGAS or as disclosed in the notes to the Financial Statements; (c) material change in cash management practices and policies, practices and procedures with respect to recordation or collection of Accounts Receivable, establishment of reserves for uncollectible Accounts Receivable, inventory control, prepayment of expenses, payment of accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer depositsentry into any Material Contract; (d) entry into any Contract that would constitute a Material Venaxis Contract; (e) incurrence, assumption or guarantee of any material Debtindebtedness for borrowed money in connection with the operation of the University except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (fe) transfer, assignment, sale or other disposition of any of the assets Institutional Assets shown or reflected in the Venaxis Interim Balance Sheet, except for the consummation of the other than transactions contemplated by the Venaxis Building Sale Contract and the sale of inventory in the Ordinary Course ordinary course of Businessbusiness consistent with past practice; (f) cancellation of any debts or claims, or any amendment, termination or waiver of any rights constituting Institutional Assets; (g) cancellation, amendment, termination, transfer or waiver assignment of any rights under, any material Debts or Claims; (h) transfer, assignment or grant of any license or sublicense of any material rights under or with respect to any Intellectual PropertyProperty Assets or any Intellectual Property licensed to Seller under any Intellectual Property Agreements (in each case, except non-exclusive licenses or sublicenses granted in the ordinary course of business consistent with past practice); (h) abandonment or lapse of or failure to maintain in full force and effect any Intellectual Property Registration related to any Intellectual Property Asset, or failure to take or maintain reasonable measures to protect the confidentiality of any trade secrets included in the Intellectual Property Assets; (i) material damage, destruction or loss, or any material interruption in use, of any assetsInstitutional Assets, whether or not covered by insurance that would constitute a Material Adverse Effectinsurance; (j) acceleration, termination, material modification to to, or cancellation of any Transferred Contract or any Permit; (k) material unbudgeted capital expendituresexpenditures that would constitute an Assumed Liability; (l) imposition of any Encumbrance Encumbrance, other than any Permitted Encumbrance, upon any of the assetsInstitutional Assets; (m) any: (i) grant of any bonuses, whether monetary or otherwise, or any increase in any wages, salary, severance, pension or other compensation or benefits in respect of any current employees or former employee or current or former independent contractorcontractors of Seller, other than as provided for in any written agreements or consistent with past practicerequired by applicable Law, or (ii) change in the terms of consultancy employment for any current employee of Seller or any termination of any employee of Seller, or (iii) except as expressly stated in this Agreement, any action to accelerate the vesting or payment of any compensation or benefit for any current employee or independent contractorcontractor of Seller; (n) entry into hiring or termination promoting any person as or to (as the case may be) an officer of Seller or hiring or promoting any employment or consulting agreementemployee to a position below the level of an officer of Seller, written or oralexcept, or modification in each case, to fill a vacancy in the ordinary course of the terms of any such existing agreementbusiness; (o) except as expressly stated in this Agreement, adoption, material modification or termination of any: (i) employment, severance, retention or other agreement with any current employee or independent contractor of Seller, (ii) Benefit Plan, or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (p) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any current employee, officer, director or former employee or current or former independent contractor; (pq) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (qr) purchase, lease or other acquisition of the right to own, use or lease any property or assets in connection with the University for an amount in excess of $25,000, 250,000 individually (in the case of a lease, per annum) ), or $100,000 500,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for the consummation of the transactions contemplated by the Venaxis Building Sale Contract and purchases of inventory or supplies in the Ordinary Course of Business; (r) adoption, amendment, modification or termination of any bonus, profit sharing, incentive, severance, or other plan, Contract or commitment for the benefit of any current or former employee or current or former independent contractor (or any such action taken with respect to any other Venaxis Benefit Plan); or (s) except as set forth in Disclosure Schedule 4.08(s), entry into any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since Except as set forth on Section 3.07 of the Venaxis Interim Disclosure Schedules, since the Most Recent Balance Sheet Date, and other than in the Ordinary Course of Business, Date there has not been been, with respect to the Company or any of its Subsidiaries, any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) material amendment of the Organizational Documents of the Company or any of its Subsidiaries; (c) split, combination or reclassification of any shares of its capital stock; (d) issuance, sale or other disposition of any of its capital stock, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock (other than in the ordinary course of business consistent with past practice); (e) declaration or payment of any dividends or distributions on or in respect of any of its capital stock or redemption, purchase or acquisition of its capital stock; (f) change in any method of accounting or accounting practice for its business, except as required by GAAP, which negatively affected its businesspractice; (cg) material change in its cash management practices and its policies, practices and procedures with respect to recordation or collection of Accounts Receivableaccounts receivable, establishment of reserves for uncollectible Accounts Receivableaccounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (dh) entry into any Contract that would constitute a Material Venaxis ContractContract (other than in the ordinary course of business); (ei) incurrence, assumption or guarantee of any material DebtIndebtedness (other than Permitted Indebtedness) except unsecured current obligations and Liabilities; (fj) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Venaxis Interim Most Recent Balance Sheet, except for the consummation Sheet or cancellation of the transactions contemplated by the Venaxis Building Sale Contract and the sale of inventory any debts or entitlements (other than in the Ordinary Course ordinary course of Businessbusiness); (g) cancellation, amendment, termination, or waiver of any rights under, any material Debts or Claims; (hk) transfer, assignment or grant of any license or sublicense of any material rights under or with respect to any Intellectual PropertyProperty (other than in the ordinary course of business); (il) amount of damage, destruction or loss, or any interruption in use, of any assets, loss (whether or not covered by insurance that would constitute a Material Adverse Effectinsurance) to any of its assets or property; (jm) acceleration, termination, material modification to loan (or cancellation forgiveness of any Contract loan), advance or Permitcapital contribution made by the Company or any of its Subsidiaries to, or investment in, any Person; (kn) material capital expenditurestermination, modification or amendment of any Material Contract; (lo) capital expenditures in excess of Five Thousand U.S. Dollars ($5,000) in the aggregate; (p) imposition of any Encumbrance upon any of the its properties, capital stock or assets, tangible or intangible (other than Permitted Encumbrances); (mq) grant change in any compensation or benefits arrangement or agreement with any of any bonusesits employees, whether monetary or otherwiseofficers, directors or any increase in compensation in respect stakeholder; (r) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee employee, officer, director, independent contractor or current or former independent contractorconsultant, other than as provided for in any written agreements or consistent with past practice(ii) Benefit Plan, or change (iii) collective bargaining or other agreement with a Union, in the terms of consultancy for any independent contractoreach case whether written or oral; (ns) entry into or termination of any employment or consulting agreement, written or oral, or modification of the terms of any such existing agreement; (o) loan to, or entry into any other transaction withwith any of its stakeholders, any current or former employee or current or former independent contractordirectors, officers and employees (other than in the ordinary course of business); (pt) entry into a new line of business or abandonment or discontinuance of existing lines of business; (u) except for the Merger, adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (qv) purchase, lease or other acquisition of the right to own, use or lease any property or assets, except for purchases in the ordinary course of business consistent with past practice; (w) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other manner, any business or any Person or any division thereof; (x) change in any tax election or method of tax accounting, filing of any amended Tax Return, consent to any waiver or extension of any applicable statute of limitations with respect to Taxes (except to the extent adequate accruals for an amount such Taxes are reflected in the Financial Statements), or enter into any settlement or final determination of any Tax audit, claim, investigation, litigation or other proceeding or assessment in excess of $25,000, individually (the accruals for such Taxes reflected in the case of a lease, per annum) or $100,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for the consummation of the transactions contemplated by the Venaxis Building Sale Contract and purchases of inventory or supplies in the Ordinary Course of BusinessFinancial Statements; (ry) adoption, amendment, modification cancellation or termination forfeiture of any bonus, profit sharing, incentive, severanceof its debts or claims or any waiver of any of its rights; (z) acceleration or delay in the collection of its notes or accounts receivable in advance of or beyond their regular due dates or the dates when the same would have been collected in the ordinary course of business consistent with past practice; (aa) delay or acceleration in the payment of any of its accounts payable or other Liability beyond or in advance of its due date or the date when such account payable or other Liability would have been paid in the ordinary course of business consistent with past practice; (bb) payment of a Liability more than ninety (90) days in advance of when due; (cc) labor dispute or any activity or proceeding by a Union or representative thereof to organize any of its employees, or other planany lockouts, Contract or commitment for the benefit of any current or former employee or current or former independent contractor (strikes, work stoppages or any such action taken threats thereof or any slowdowns or threats thereof by or with respect to such employees; (dd) any other Venaxis Benefit Plan)Contract with any of its Affiliates; or (see) except as set forth in Disclosure Schedule 4.08(s), any Contract agreement to do take any of the foregoing, or any action or omission that would result actions specified in any of the foregoingthis Section 3.07.

Absence of Certain Changes, Events and Conditions. Since the Venaxis Interim Balance Sheet DateDate through the date hereof, and other than in the Ordinary Course ordinary course of Businessbusiness consistent with past practice, there has not been been, with respect to the Company (and, in the case of subsections (j) and (k), any Relevant Company), any: (a) event, occurrence or development that has had, or could would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of any organizational documents of the Company; (c) split, combination or reclassification of any of its Equity Interests; (d) issuance, sale, grant, Encumbrance or other disposition of any of its Equity Interests or an authorization, agreement or other commitment to do so (other than in connection with the exercise of Company Stock Options as required by the terms of such Company Stock Options) or as set forth on Section 3.7(d) of the Disclosure Letter; (e) declaration or payment of any dividends or distributions on or in respect of any of its Equity Interests or redemption, purchase or acquisition of its Equity Interests (exclusive of the transactions contemplated by this Agreement); (f) material change in any method of accounting or accounting practice for its businessof the Company, except as required by GAAP, which negatively affected its businessGAAP or as disclosed in the notes to the Financial Statements; (cg) material change in cash management practices and its policies, practices and procedures with respect to recordation or collection of Accounts Receivableaccounts receivable, establishment of reserves for uncollectible Accounts Receivableaccounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (d) entry into any Contract that would constitute a Material Venaxis Contract; (eh) incurrence, assumption or guarantee of any material DebtIndebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (fi) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Venaxis Interim Balance Sheet, except for the consummation Sheet or cancellation of the transactions contemplated by the Venaxis Building Sale Contract and the sale of inventory in the Ordinary Course of Businessany debts or entitlements; (g) cancellation, amendment, termination, or waiver of any rights under, any material Debts or Claims; (hj) transfer, assignment or grant of any license or sublicense of any material rights under or with respect to any Intellectual PropertyCompany IP; (ik) failure to maintain, or lapse or abandonment of (including by failure to pay the required fees in any jurisdiction) any Registered Company IP, or intentional failure to disclose or maintain any material trade secrets included in the Company IP; (l) material damage, destruction or loss, or any interruption in use, of any assets, Loss (whether or not covered by insurance that would constitute a Material Adverse Effectinsurance) to its property; (jm) any capital investment in, or any loan to, any other Person, except for travel and other related expense advances to employees in the ordinary course of business consistent with past practice; (n) acceleration, termination, material cancellation, amendment, modification to or cancellation renewal of, or waiver of any rights under, any material Contract (including, but not limited to, any Material Contract) to which the Company is a party or Permitby which it is bound; (ko) any material capital expenditures; (lp) imposition of any Encumbrance other than Permitted Encumbrances upon any of the properties, Equity Interests or assets, tangible or intangible, of the Company; (mq) (i) grant of any bonuses, whether monetary or otherwise, or any increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultants, other than as required by applicable Law, (ii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee employee, officer, director, independent contractor or current or former independent contractor, other than as provided for in any written agreements or consistent with past practiceconsultant, or change in the terms of consultancy for any independent contractor; (niii) entry into actual or announced resignation or termination of any employment officers or consulting agreementkey employees of the Company; (r) hiring or promoting any person as or to (as the case may be) an officer or hiring or promoting any employee below officer except to fill a vacancy in the ordinary and usual course of business; (s) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral, or modification of the terms of any such existing agreement; (ot) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any current or former employee or current or former independent contractorRelated Party, except for travel and other related expense advances in the ordinary course of business consistent with past practice; (pu) entry into a new line of business or abandonment or discontinuance of existing lines of Business; (v) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it the Company under any similar Law; (qw) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $25,00050,000, individually (in the case of a lease, per annum) or $100,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term)aggregate, except for the consummation of the transactions contemplated by the Venaxis Building Sale Contract and purchases of inventory or supplies in the Ordinary Course ordinary course of Businessbusiness consistent with past practice; (rx) adoption, amendment, modification acquisition by merger or termination of any bonus, profit sharing, incentive, severanceconsolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other planmanner, Contract any business or commitment any Person or any division thereof; (y) action by the Company to make, change or rescind any Tax election, amend any income or other material Tax Return, settle or compromise any claim, notice, audit report or assessment in respect of material Taxes, change any annual Tax accounting period, adopt or change any method of Tax accounting, enter into any Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement or closing agreement relating to any material Tax (excluding, for the benefit avoidance of doubt, any current commercial agreement the primary purpose of which does not relate to Taxes), knowingly surrender any right to claim a material Tax Refund, or former employee or current or former independent contractor (or any such action taken with respect consent to any other Venaxis Benefit Planextension or waiver of the statute of limitations period applicable to any material Tax claim or assessment (excluding, for the avoidance of doubt, any extensions of time to file a Tax Return); or (sz) except as set forth in Disclosure Schedule 4.08(s), any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Venaxis Interim RFSP Balance Sheet Date, and other than in the Ordinary Course ordinary course of Businessbusiness, there has not been been, with respect to RFSP, any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, had a Material Adverse Effect; (b) amendment of the Operating Agreement or other organizational documents of RFSP; (c) split, combination, reclassification, or recapitalization of the RFSP Shares; (d) issuance, sale or other disposition of any of RFSP Shares, or grant of any RFSP Options or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its equity interests; (e) declaration or payment of any dividends or distributions on or in respect of any of the RFSP Shares or redemption, purchase or acquisition of the RFSP Shares; (f) material change in any method of accounting or accounting practice for its businessof RFSP, except as required by GAAP, which negatively affected its businessGAAP or as disclosed in the notes to the Financial Statements; (cg) material change in RFSP’s cash management practices and its policies, practices and procedures with respect to recordation or collection of Accounts Receivableaccounts receivable, establishment of reserves for uncollectible Accounts Receivableaccounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (dh) entry into any Contract that would constitute a Material Venaxis Contract; (ei) incurrence, assumption or guarantee of any material Debtindebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business; (fj) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Venaxis Interim Balance Sheet, Sheet or cancellation of any debts or entitlements except for the consummation of the transactions contemplated by the Venaxis Building Sale Contract and the sale of inventory as incurred in the Ordinary Course ordinary course of Businessbusiness; (gk) cancellationsale, amendment, terminationassignment, or waiver exclusive license or transfer of any rights underpatents, any material Debts trademarks, copyrights, trade secrets or Claims;other intangible assets (hl) transfer, assignment or grant of any license or sublicense of any material rights under or with respect to any Intellectual Property; (i) damage, destruction or loss, or any interruption in use, of any assets, loss (whether or not covered by insurance that would constitute a Material Adverse Effectinsurance) to its property; (jm) any capital investment in, or any loan to, any other Person; (n) acceleration, termination, material modification to or cancellation of any Material Contract (including, but not limited to, any Material Contract) to which RFSP is a party or Permitby which it is, or its assets are, bound; (ko) any material capital expenditures; (lp) imposition of any Encumbrance upon any of RFSP properties, the RFSP Shares or assets, tangible or intangible; (mi) grant of any bonuses, whether monetary or otherwise, or any increase in any wages, salary, severance, pension or other compensation or benefits in respect of any current its Members, employees, officers, directors, independent contractors or former employee or current or former independent contractorconsultants, other than as provided for in any written agreements or consistent with past practicerequired by applicable Law, or (ii) change in the terms of consultancy employment for any independent contractor; (n) entry into employee or any termination of any employment or consulting agreement, written or oralemployees for which the aggregate costs and expenses exceed $10,000, or modification of (iii) action to accelerate the terms vesting or payment of any such existing agreement; (o) loan tocompensation or benefit for any employee, officer, director, independent contractor or entry into any other transaction with, any current or former employee or current or former independent contractor; (p) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (q) purchase, lease or other acquisition of the right to own, use or lease any assets for an amount in excess of $25,000, individually (in the case of a lease, per annum) or $100,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for the consummation of the transactions contemplated by the Venaxis Building Sale Contract and purchases of inventory or supplies in the Ordinary Course of Business; consultant; (r) adoption, amendment, modification or termination of any bonus, profit sharing, incentiveany: (i) employment, severance, retention or other plan, Contract or commitment for the benefit of agreement with any current or former employee or current or former employee, officer, director, independent contractor or consultant, (ii) Benefit Plan or any such action taken (iii) collective bargaining or other agreement with respect to any other Venaxis Benefit Plan); or (s) except as set forth a Union, in Disclosure Schedule 4.08(s), any Contract to do any of the foregoing, each case whether written or any action or omission that would result in any of the foregoing.oral;

Absence of Certain Changes, Events and Conditions. Since Except as disclosed in Section 3.08 of the Venaxis Interim Disclosure Schedules, since the Balance Sheet Date, and other than in the Ordinary Course of Business, there has not been been, with respect to the Company, any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the Company Organizational Documents; (c) split, combination or reclassification of any Company Units; (d) issuance, sale or other disposition of any of its equity interests or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its equity interests; (e) declaration or payment of any dividends or distributions on or in respect of any of its equity interests or redemption, purchase or acquisition of its equity interests; (f) material change in any method of accounting or accounting practice for its business, except as required by GAAP, which negatively affected its businessof the Company; (cg) material change in the Company’s cash management practices and its policies, practices and procedures with respect to recordation or collection of Accounts Receivableaccounts receivable, establishment of reserves for uncollectible Accounts Receivableaccounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (dh) entry into any Contract that would constitute a Material Venaxis Contract; (ei) incurrence, assumption or guarantee of any material Debtindebtedness for borrowed money except unsecured current obligations; (fj) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Venaxis Interim Balance Sheet, except for the consummation Sheet or cancellation of the transactions contemplated by the Venaxis Building Sale Contract and the sale of inventory in the Ordinary Course of Businessany debts or entitlements; (g) cancellation, amendment, termination, or waiver of any rights under, any material Debts or Claims; (hk) transfer, assignment or grant of any license or sublicense of any material rights under or with respect to any Company Intellectual PropertyProperty or Company IP Agreements; (il) material damage, destruction or loss, or any interruption in use, of any assets, loss (whether or not covered by insurance that would constitute a Material Adverse Effectinsurance) to its property; (jm) any capital investment in, or any loan to, any other Person; (n) acceleration, termination, material modification to or cancellation of any material Contract (including, but not limited to, any Material Contract) to which the Company is a party or Permitby which it is bound; (ko) any material capital expenditures; (lp) imposition of any Encumbrance upon any of the Company properties, equity securities or assets, tangible or intangible; (mq) other than as provided for in any written agreements provided to Parent prior to the date hereof and in the ordinary course of business, or as otherwise required by applicable Law, (i) grant of any bonuses, whether monetary or otherwise, or any increase in compensation any wages or salary, in respect of any its current or former employee employees, managers, directors, independent contractors or current or former independent contractorconsultants, other than as provided for in any written agreements or consistent with past practice, or (ii) change in the terms of consultancy employment for any employee or any termination of any employees, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, manager, director, independent contractorcontractor or consultant; (nr) entry into adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any employment current or consulting agreementformer employee, manager, director, independent contractor or consultant, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral, or modification of the terms of any such existing agreement; (os) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any current or former employee of its Members or current or former independent contractordirectors, managers and employees; (pt) entry into a new line of business or abandonment or discontinuance of existing lines of business; (u) except for the Merger, adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (qv) except as otherwise contemplated by this Agreement, purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $25,00010,000, individually (in the case of a lease, per annum) or $100,000 20,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for the consummation of the transactions contemplated by the Venaxis Building Sale Contract and purchases of inventory or supplies in the Ordinary Course ordinary course of Businessbusiness consistent with past practice; (rw) adoptionacquisition by merger or consolidation with, amendmentor by purchase of a substantial portion of the assets or stock of, modification or termination by any other manner, any business or any Person or any division thereof; (x) action by the Company to make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Parent in respect of any bonus, profit sharing, incentive, severance, or other plan, Contract or commitment for the benefit of any current or former employee or current or former independent contractor (or any such action taken with respect to any other Venaxis Benefit Plan)Post-Closing Tax Period; or (sy) except as set forth in Disclosure Schedule 4.08(s), any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Venaxis Interim Balance Sheet Date, and other than in the Ordinary Course ordinary course of Businessbusiness consistent with past practice, except as set forth in Disclosure Schedule 3.08 or otherwise as expressly permitted in this Agreement, there has not been been, with respect to the Company Parties, any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, had a Material Adverse Effect; (b) amendment of the Operating Agreement, articles of organization or other organizational documents of any Company Party; (c) split, combination or reclassification of any of its membership interests; (d) issuance, sale or other disposition of any of its membership interest, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its membership interest; (e) declaration or payment of any dividends or distributions on or in respect of any of its membership interest or redemption, purchase or acquisition of its membership interest, provided, however, that the Company and the California Company may (i) continue to make regularly scheduled tax distributions to its members in accordance with past practice and (ii) make cash distributions to their members in accordance with the governing documents of the Company and the California Company, as applicable; (f) material change in any method of accounting or accounting practice for its businessof the Company, except as required by GAAP, which negatively affected its businessIFRS or as disclosed in the notes to the Financial Statements; (cg) material change in the Company’s cash management practices and its policies, practices and procedures with respect to recordation or collection of Accounts Receivableaccounts receivable, establishment of reserves for uncollectible Accounts Receivableaccounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (dh) entry into any Contract that would constitute a Material Venaxis Contract, except for the Cannabiotix Acquisition Agreement and any agreements related thereto, including those listed on Schedule 3.08(h); (ei) incurrence, assumption or guarantee of any material Debtindebtedness in an aggregate amount exceeding $10,000 for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (fj) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Venaxis Interim Balance SheetSheet or cancellation of any debts or entitlements, except for the consummation of the transactions contemplated by the Venaxis Building Sale Contract and the sale of inventory in the Ordinary Course ordinary course of Businessbusiness; (gk) cancellation, amendment, termination, transfer or waiver assignment of any rights under, any material Debts or Claims; (h) transfer, assignment or grant of any license or sublicense of any material rights under or with respect to any Company Intellectual PropertyProperty or Company IP Agreements, except non-exclusive licenses or sublicenses granted in the ordinary course of business consistent with past practice; (il) abandonment or lapse of or failure to maintain in full force and effect any Company IP Registration, or loss of confidentiality or value of any material Trade Secrets included in the Company Intellectual Property by failure to take or maintain reasonable secrecy measures to protect the same; (m) material damage, destruction or loss, or any interruption in use, of any assets, loss (whether or not covered by insurance that would constitute a Material Adverse Effectinsurance) to its property; (jn) other than in respect of the Subsidiaries, any capital investment in, or any loan to, any other Person, and except in the ordinary course of business; (o) acceleration, termination, material modification to or cancellation of any Contract or PermitMaterial Contract; (kp) any material capital expenditures; except for the Cannabiotix Acquisition and all commercially reasonable costs incurred, directly or indirectly, with new license applications; (lq) imposition of any Encumbrance upon any of the Company properties, membership interest or assets, tangible or intangible; (mr) (i) grant of any bonuses, whether monetary or otherwise, or any increase in any wages, salary, severance, pension or other compensation or benefits in respect of any its current or former employee employees, officers, directors, independent contractors or current or former independent contractorconsultants, other than as provided for in any written agreements or consistent with past practicerequired by applicable Law, or (ii) change in the terms of consultancy employment for any employee or any termination of any employees or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractorcontractor or consultant; (ns) entry into hiring or promoting any person as or to (as the case may be) an officer except to fill a vacancy in the ordinary course of business; (t) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any employment current or consulting agreementformer employee, officer, director, independent contractor or consultant, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral, or modification of the terms of any such existing agreement; (ou) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any current or former employee of its members or current or former independent contractordirectors, officers and employees, except in the ordinary course of business; (pv) entry into a new line of business inconsistent with past practice or abandonment or discontinuance of existing lines of business; (w) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (qx) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $25,00050,000, individually (in the case of a lease, per annum) or $100,000 250,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for the consummation of the transactions contemplated by the Venaxis Building Sale Contract and purchases of inventory or supplies in the Ordinary Course ordinary course of Businessbusiness consistent with past practice; (ry) adoption, amendment, modification acquisition by merger or termination of any bonus, profit sharing, incentive, severanceconsolidation with, or by purchase of a substantial portion of the assets or stock or other planequity of, Contract or commitment by any other manner, any business or any Person or any division thereof, except for the benefit of any current or former employee or current or former independent contractor (or any such action taken with respect to any other Venaxis Benefit Plan)Cannabiotix Acquisition; or (sz) except as set forth in Disclosure Schedule 4.08(s)for the correction of any Tax Return for which any Tax Liability is satisfied prior to Closing, action by any Contract Company Party to do make, change or rescind any of the foregoingTax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or omission enter into any other transaction that would result have the effect of increasing the Tax Liability or reducing any Tax asset of Buyer in respect of any of the foregoingPost-Closing Tax Period.

Absence of Certain Changes, Events and Conditions. Since Except as set forth in Section 4.08 of the Venaxis Interim Balance Sheet DateDisclosure Schedules, and other than in the Ordinary Course of Businesssince June 30, 2019, there has not been any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) declaration or payment of any dividends or distributions on or in respect of any of Seller’s capital stock or redemption, purchase or acquisition of any of Seller’s capital stock; (c) material change in any method of accounting or accounting practice for its business, except as required by GAAP, which negatively affected its businessthe Business; (cd) material change in cash management practices and policies, practices and procedures with respect to recordation or collection of Accounts Receivable, establishment of reserves for uncollectible Accounts Receivable, accrual of Accounts Receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits;; without limiting the generality of the forgoing, Seller has not: (i) offered to any Person who owes Accounts Receivable or is otherwise indebted to Seller any cash or other incentive, discount or otherwise induced such Person to accelerate the payment of any amount owed to Seller, (ii) written off or down any Inventory or shipped Inventory on consignment or offered any Person any incentive to accept Seller’s Inventory with a right of return, guaranteed sale or any other mechanism that would incentivize such person to receive Inventory of Seller on an accelerated basis, (iii) paid any expense or payable later than the earliest possible time, or (iv) accrued any expense, deferred any revenue, or accepted any deposits. (de) entry into any Contract that would constitute a Material Venaxis Contract or amendment of any Material Contract; (ef) incurrence, assumption or guarantee of any material Debtindebtedness for borrowed money or other Liability in connection with the Business except unsecured current obligations and Liabilities incurred in the ordinary course of Business consistent with past practice; (fg) transfer, assignment, sale or other disposition of any of the assets Purchased Assets shown or reflected in the Venaxis Interim Balance SheetClosing A&L Schedule, except for the consummation of the transactions contemplated by the Venaxis Building Sale Contract and the sale of inventory Inventory in the Ordinary Course ordinary course of Business; (gh) cancellation, cancellation of any debts or claims or amendment, termination, termination or waiver of any rights under, any material Debts or Claimsconstituting Purchased Assets; (hi) transfer, assignment or grant of any license or sublicense of any material rights under or with respect to any Intellectual PropertyProperty Assets or Intellectual Property Agreements; (ij) abandonment or lapse or failure to maintain in full force and effect any Intellectual Property Registration, or failure to take or maintain reasonable measures to protect the confidentiality or value of any Trade Secrets included in the Intellectual Property Assets; (k) material damage, destruction or loss, or any material interruption in use, of any assetsPurchased Assets, whether or not covered by insurance that would constitute a Material Adverse Effectinsurance; (jl) acceleration, termination, material modification to or cancellation of any Assigned Contract or Permit; (km) material capital expendituresexpenditures which would constitute an Assumed Liability; (ln) imposition of any Encumbrance upon any of the assetsPurchased Assets; (mi) grant of any bonuses, whether monetary or otherwise, or any increase in any wages, salary, severance, pension or other compensation or benefits in respect of any current or former employee employees, officers, directors, independent contractors or current or former independent contractorconsultants of Seller, other than as provided for in any written agreements or consistent with past practicerequired by applicable Law, or (ii) change in the terms of consultancy employment for any employee of Seller or any termination of any employees for which the aggregate costs and expenses exceed $5,000, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, consultant or independent contractorcontractor of Seller; (np) entry into hiring or promoting any person except to fill a vacancy in the ordinary course of Business; (q) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any employment current or consulting agreementformer employee, officer, director, independent contractor or consultant of Seller; (ii) Benefit Plan; or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral, or modification of the terms of any such existing agreement; (or) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any current or former employee directors, officers or current or former independent contractoremployees of Seller; (ps) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it Seller under any similar Law; (qt) purchase, lease or other acquisition of the right to own, use or lease any property or assets in connection with the Business for an amount in excess of $25,00010,000, individually (in the case of a lease, per annum) or $100,000 50,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for the consummation of the transactions contemplated by the Venaxis Building Sale Contract and purchases of inventory Inventory or supplies in the Ordinary Course ordinary course of Business; (r) adoption, amendment, modification or termination of any bonus, profit sharing, incentive, severance, or other plan, Contract or commitment for the benefit of any current or former employee or current or former independent contractor (or any such action taken Business consistent with respect to any other Venaxis Benefit Plan)past practice; or (su) except as set forth in Disclosure Schedule 4.08(s), any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Venaxis Interim Balance Sheet Date, and other than in the Ordinary Course ordinary course of Businessbusiness consistent with past practice, there has not been any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) material change in any method of accounting or accounting practice for its businessthe Business, except as required by GAAP, which negatively affected its businessGAAP or as disclosed in the notes to the Financial Statements; (c) material change in cash management practices and policies, practices and procedures with respect to recordation or collection of Accounts Receivable, establishment of reserves for uncollectible Accounts Receivable, inventory control, prepayment of expenses, payment of accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (d) entry into any Contract that would constitute a Material Venaxis Contract; (ed) incurrence, assumption or guarantee of any material Debtindebtedness for borrowed money in connection with the Business except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (fe) transfer, assignment, sale or other disposition of any of the assets Purchased Assets shown or reflected in the Venaxis Interim Balance Sheet, except for the consummation of the transactions contemplated by the Venaxis Building Sale Contract and the sale of inventory Inventory in the Ordinary Course ordinary course of Businessbusiness; (f) cancellation of any debts or claims or amendment, termination or waiver of any rights constituting Purchased Assets; (g) cancellation, amendment, termination, transfer or waiver assignment of any rights under, any material Debts or Claims; (h) transfer, assignment or grant of any license or sublicense of any material rights under or with respect to any Intellectual PropertyProperty Assets or Intellectual Property Agreements (except non- exclusive licenses or sublicenses granted in the ordinary course of business consistent with past practice; (ih) material damage, destruction or loss, or any material interruption in use, of any assetsPurchased Assets, whether or not covered by insurance that would constitute a Material Adverse Effectinsurance; (ji) acceleration, termination, material modification to or cancellation of any Assigned Contract or Permit; (k) material capital expenditures; (lj) imposition of any Encumbrance upon any of the assetsPurchased Assets; (mk) (i) grant of any bonuses, whether monetary or otherwise, or any increase in any wages, salary, severance, pension or other compensation or benefits in respect of any current or former employee employees, officers, directors, independent contractors or current or former independent contractorconsultants of the Business, other than as provided for in any written agreements or consistent with past practicerequired by applicable Law, or (ii) change in the terms of consultancy employment for any employee of the Business or any termination of any employees for which the aggregate costs and expenses exceed $10,000, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, consultant or independent contractorcontractor of the Business; (l) hiring or promoting any person as or to (as the case may be) an officer or hiring or promoting any employee below officer except to fill a vacancy in the ordinary course of business; (m) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant of the Business, (ii) Benefit Plan, or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (n) entry into any loan to (or termination forgiveness of any employment or consulting agreement, written or oral, or modification of the terms of any such existing agreement; (o) loan to), or entry into any other transaction with, any current or former employee directors, officers or current or former independent contractoremployees of the Business; (po) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (qp) purchase, lease or other acquisition of the right to own, use or lease any property or assets in connection with the Business for an amount in excess of $25,000, individually (in the case of a lease, per annum) or $100,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for the consummation of the transactions contemplated by the Venaxis Building Sale Contract and purchases of inventory Inventory or supplies in the Ordinary Course ordinary course of Businessbusiness consistent with past practice; (rq) adoption, amendment, modification or termination of any bonus, profit sharing, incentive, severance, or other plan, Contract or commitment for the benefit of any current or former employee or current or former independent contractor (or any such action taken with respect to any other Venaxis Benefit Plan); or (s) except as set forth in Disclosure Schedule 4.08(s), any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Venaxis Interim Balance Sheet Date, and other than in the Seller’s Ordinary Course of BusinessBusiness or as disclosed in Section 4.07 of the Disclosure Schedules, there has not been any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, or could reasonably be expected to become materially adverse to the ability of the Seller to consummate the transactions contemplated hereby on a timely basis; (b) material change in any method of accounting or accounting practice for its businessSeller, except as required by GAAP, which negatively affected its businessGAAP or as disclosed in the notes to the Financial Statements; (c) material change in cash management practices and policiespractices, practices and practices, or procedures with respect to recordation or collection of Accounts Receivable, establishment of reserves for uncollectible Accounts Receivable, inventory controlaccrual of Accounts Receivable, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, expenses and deferral of revenue and acceptance of customer depositsrevenue; (d) entry into any Contract that would constitute a Material Venaxis Contract; (e) incurrence, assumption or guarantee of any material Debtindebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the Seller’s Ordinary Course of Business; (f) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Venaxis Interim Balance Sheet, except for the consummation other than transfers, assignments, sales, or other dispositions of assets with an aggregate value of not more than $50,000, or any transfer or assignment by Seller of any of the transactions contemplated by the Venaxis Building Sale Contract and the sale of inventory in the Ordinary Course of BusinessFranchise Agreements; (g) cancellation, cancellation of any debts or claims or amendment, termination, termination or waiver of any rights under, constituting Purchased Assets with an aggregate value of not more than $50,000 or any material Debts cancellation of any debts or Claimsclaims related to Franchisees; (h) transfer, assignment or grant of any license or sublicense of any material rights under or with respect to any Intellectual PropertyProperty Assets or Intellectual Property Licenses; (i) material damage, destruction or loss, or any material interruption in use, of any assetsPurchased Assets, whether or not covered by insurance that would constitute a Material Adverse Effectinsurance; (j) acceleration, termination, material modification to or cancellation of any Assigned Contract or Permit; (k) material capital expendituresexpenditures which would constitute an Assumed Liability; (l) imposition of any Encumbrance upon any of the assetsPurchased Assets; (m) grant of any bonuses, whether monetary or otherwise, or any increase in compensation in respect of any current or former employee or current or former independent contractor, other than as provided for in any written agreements or consistent with past practice, or change in the terms of consultancy for any independent contractor; (n) entry into or termination of any employment or consulting agreement, written or oral, or modification of the terms of any such existing agreement; (o) loan to, or entry into any other transaction with, any current or former employee or current or former independent contractor; (p) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (q) purchase, lease or other acquisition of the right to own, use or lease any assets for an amount in excess of $25,000, individually (in the case of a lease, per annum) or $100,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for the consummation of the transactions contemplated by the Venaxis Building Sale Contract and purchases of inventory or supplies in the Ordinary Course of Business; (r) adoption, amendment, modification or termination of any bonus, profit sharing, incentive, severance, or other plan, Contract or commitment for the benefit of any current or former employee or current or former independent contractor (or any such action taken with respect to any other Venaxis Benefit Plan); or (sn) except as set forth in Disclosure Schedule 4.08(s), any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Venaxis Interim Balance Sheet Date, and other than in connection with the transactions contemplated by the Transaction Documents or in the Ordinary Course or as set forth in Section 3.8 of Businessthe Corporation Disclosure Schedules, there has not been anyany of the following, with respect to the Corporation: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) other than to amend the Articles to create the Series 3 Preferred Share class, any amendment of the Articles, by-laws, unanimous shareholder agreement or other constating documents of the Corporation; (c) split, consolidation or reclassification of any shares in the Corporation; (d) issuance, sale or other disposition of any shares in the Corporation, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any shares in the Corporation; (e) declaration or payment of any dividends or distributions on or in respect of any shares in the Corporation or redemption, retraction, purchase or acquisition of its shares; (f) material change in any method of accounting or accounting practice for its businessof the Corporation, except as required by GAAP, which negatively affected its businessGAAP or as disclosed in the notes to the Financial Statements; (cg) material change in the Corporation’s cash management practices and its policies, practices and procedures with respect to recordation or collection of Accounts Receivable, establishment of reserves for uncollectible accounts, accrual of Accounts Receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (dh) entry into any Contract that would constitute a Material Venaxis Contract; (ei) incurrence, assumption or guarantee of any material DebtIndebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the Ordinary Course; (fj) transfer, assignment, sale or other disposition of any of the assets Assets shown or reflected in the Venaxis Interim Balance Sheet, except for the consummation Sheet or cancellation of the transactions contemplated by the Venaxis Building Sale Contract and the sale of inventory in the Ordinary Course of Businessany debts or entitlements; (g) cancellation, amendment, termination, or waiver of any rights under, any material Debts or Claims; (hk) transfer, assignment or grant of any license or sublicense of any material rights under or with respect to any Intellectual PropertyCorporation IP or Corporation IP Agreements; (il) material damage, destruction or loss, or any interruption in use, of any assets, loss (whether or not covered by insurance that would constitute a Material Adverse Effectinsurance) to any of the Assets; (jm) any capital investment in, or any loan to, any other Person; (n) acceleration, termination, material modification to or cancellation of any Material Contract to which the Corporation is a party or Permitby which it is bound; (ko) any material capital expenditures; (lp) imposition of any Encumbrance upon any of the assetsShares or the Assets, tangible or intangible; (mi) grant of any bonuses, whether monetary or otherwise, or any increase in any wages, salary, severance, pension or other compensation or benefits in respect of any its current or former employee Employees, officers, directors, Independent Contractors or current or former independent contractorconsultants, other than as provided for in any written agreements or consistent with past practice, or required by applicable Law; (ii) change in the terms of consultancy employment for any independent contractorEmployee or any termination of any Employees for which the aggregate costs and expenses exceed $50,000; or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former Employee, officer, director, Independent Contractor or consultant; (nr) entry into hiring or promoting any individual as or to (as the case may be) any officer or any senior management position; (s) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any employment current or consulting agreementformer Employee, officer, director, Independent Contractor or consultant; (ii) Benefit Plan; or (iii) Collective Agreement, in each case, whether written or oral, or modification of the terms of any such existing agreement; (ot) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any current or former employee or current or former independent contractorof its Related Parties; (pu) entry into a new line of business or abandonment or discontinuance of existing lines of business; (v) adoption of any plan of mergeramalgamation, consolidationarrangement, reorganization, liquidation or dissolution or filing the commencement of any proceedings by the Corporation or its creditors seeking to adjudicate the Corporation as bankrupt or insolvent, making a proposal with respect to the Corporation under any Law relating to bankruptcy, insolvency, reorganization, arrangement or compromise of debts or similar laws, appointment of a petition in bankruptcy under trustee, receiver, receiver-manager, agent, custodian or similar official for the Corporation or for any provisions substantial part of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Lawits Assets; (qw) purchase, lease or other acquisition of the right to own, use or lease any assets Assets for an amount in excess of $25,00020,000, individually (in the case of a lease, per annum) or $100,000 75,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for the consummation of the transactions contemplated by the Venaxis Building Sale Contract and purchases of inventory Inventory or supplies in the Ordinary Course of BusinessCourse; (rx) adoption, amendment, modification acquisition by amalgamation or termination of any bonus, profit sharing, incentive, severancearrangement with, or by purchase of a substantial portion of the assets or shares of, or by any other planmanner, Contract or commitment for the benefit of any current or former employee or current or former independent contractor (business or any such Person or any division thereof; (y) action taken with respect by the Corporation to make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other Venaxis Benefit Plan)transaction that would have the effect of increasing the Tax liability or reducing any Tax asset or attribute of the Corporation; or (sz) except as set forth in Disclosure Schedule 4.08(s), any Contract or commitment to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Venaxis Interim Balance Sheet Date, the Seller has conducted the Business in the ordinary course of business consistent with past practice (in all material respects), and other than events occurring in the Ordinary Course ordinary course of Businessbusiness consistent with past practice, there has not been any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) material change in any method of accounting or accounting practice for its businessthe Business, except as required by GAAP, which negatively affected its businessGAAP or as disclosed in the notes to the Financial Statements; (c) material change in cash management practices and policies, practices and procedures with respect to recordation or collection of Accounts Receivableaccounts receivable, establishment of reserves for uncollectible Accounts Receivableaccounts receivable, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (d) entry into any Contract that would constitute a Material Venaxis Contract; (e) incurrence, assumption or guarantee of any material Debtindebtedness for borrowed money in connection with the Business except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (fe) transfer, assignment, sale or other disposition of any of the assets Purchased Assets shown or reflected in the Venaxis Interim Balance Sheetbalance sheet, except for the consummation of the transactions contemplated by the Venaxis Building Sale Contract and the sale of inventory in the Ordinary Course ordinary course of Businessbusiness; (f) cancellation of any debts or claims or amendment, termination or waiver of any rights constituting Purchased Assets; (g) cancellation, amendment, termination, or waiver of any rights under, any material Debts or Claims; (h) transfer, assignment or grant of any license or sublicense of any material rights under or with respect to any Intellectual Property; (i) damage, destruction or loss, or any material interruption in use, of any assetsPurchased Assets, whether or not covered by insurance that would constitute a Material Adverse Effectinsurance; (jh) acceleration, termination, material modification to or cancellation of any Contract or Permitcapital expenditures for the Business; (k) material capital expenditures; (l) imposition of any Encumbrance upon any of the assets; (m1) grant of any bonuses, whether monetary or otherwise, or any increase in any wages, salary, severance, pension or other compensation or benefits in respect of any current or former employee employees, officers, directors, managers, independent contractors or current or former independent contractorconsultants of the Business, other than as provided for in any written agreements or consistent with past practicerequired by applicable Law, or (2) change in the terms of consultancy employment for any employee of the Business or any termination of any employees for which the aggregate costs and expenses exceed $10,000 annually, or (3) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, consultant or independent contractorcontractor of the Business; (nj) entry into adoption, modification or termination of any: (1) employment, severance, retention or other agreement with any employment current or consulting agreementformer employee, officer, director, independent contractor or consultant of the Business, (2) Benefit Plan, or (3) collective bargaining or other agreement with a union, in each case whether written or oral, or modification of the terms of any such existing agreement; (ok) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any current or former employee directors, officers or current or former independent contractor; (p) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (q) purchase, lease or other acquisition of the right to own, use or lease any assets for an amount in excess of $25,000, individually (in the case of a lease, per annum) or $100,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for the consummation of the transactions contemplated by the Venaxis Building Sale Contract and purchases of inventory or supplies in the Ordinary Course of Business; (r) adoption, amendment, modification or termination of any bonus, profit sharing, incentive, severance, or other plan, Contract or commitment for the benefit of any current or former employee or current or former independent contractor (or any such action taken with respect to any other Venaxis Benefit Plan)Business Employees; or (sl) except as set forth in Disclosure Schedule 4.08(s), any Contract or Lease to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since Except as set forth on Section 4.09 of the Venaxis Interim Disclosure Schedules, since the Balance Sheet Date, Enterprises and other than the Company have conducted their respective businesses only in the Ordinary Course of Business, ordinary course consistent with past practice and there has not been been, with respect to Enterprises or the Company, any: (a) eventchanges, occurrence events, occurrences or development that has had, developments (or could reasonably be expected to havecombinations thereof) that, individually or in the aggregate, have had, or are reasonably expected to have, a Material Adverse Effect; (b) material amendment of the Organizational Documents of Enterprises or the Company; (c) split, combination or reclassification of any shares of its capital stock; (d) issuance, sale or other disposition of, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise), any of its capital stock or other Equity Interests, except in connection with the exercise of the Enterprise Options as expressly contemplated by Section 6.15 of this Agreement; (e) declaration or payment of any dividends or distributions on or in respect of any of its capital stock or redemption, purchase or acquisition of its capital stock or other Equity Interests; (f) adoption of or change in any method of accounting or accounting practice for its businesspractice, except as required by GAAPfiling of any amended Tax Return, which negatively affected its businessentering into any closing agreement, settlement of any Tax claim or assessment, surrender any right to claim a refund of Taxes, consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment, or any similar action relating to the filing of any Tax Return or the payment of any Tax; (c) material change in cash management practices and policies, practices and procedures with respect to recordation or collection of Accounts Receivable, establishment of reserves for uncollectible Accounts Receivable, inventory control, prepayment of expenses, payment of accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (d) entry into any Contract that would constitute a Material Venaxis Contract; (eg) incurrence, assumption or guarantee of any material DebtIndebtedness; (fh) transfersale, assignmentlease, sale transfer or other disposition of any of the assets shown or reflected in on the Venaxis Interim Balance Sheet, Sheet (except for the consummation of the transactions contemplated by the Venaxis Building Sale Contract and the sale of inventory Inventory items, light vehicles, scrap, and obsolete or unused assets, in each case, in the Ordinary Course ordinary course of Business; (g) cancellation, amendment, termination, or waiver of any rights under, any material Debts or Claims; (h) transfer, assignment or grant of any license or sublicense of any material rights under or business consistent with respect to any Intellectual Propertypast practice); (i) damageincrease in the compensation (including salaries, destruction commissions or losswages) payable or to become payable to any of its employees, or any interruption in use, other than as required by the terms of any assets, whether or not covered by insurance that would constitute a Other Material Adverse EffectContract disclosed on Section 4.11 of the Disclosure Schedules; (j) accelerationadoption, termination, material amendment or modification to or cancellation of any Contract or PermitBenefit Plan; (k) material capital expendituresacquisition by merger or consolidation with, or by purchase of any Equity Interests or a substantial portion of the assets of, or by any other manner, any business or any Person or any division thereof; (l) imposition of any Encumbrance upon any of the assets; (m) grant of any bonuses, whether monetary or otherwise, or any increase in compensation in respect of any current or former employee or current or former independent contractor, other than as provided for in any written agreements or consistent with past practice, or change in the terms of consultancy for any independent contractor; (n) entry into or termination of any employment or consulting agreement, written or oral, or modification of the terms of any such existing agreement; (o) loan to, or entry into any other transaction with, any current or former employee or current or former independent contractor; (p) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (qm) purchasematerial Loss, lease damage or other acquisition destruction, whether covered by insurance or not, relating to or affecting the properties or assets of Enterprises or the right to own, use or lease any assets for an amount in excess of $25,000, individually (in the case of a lease, per annum) or $100,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for the consummation of the transactions contemplated by the Venaxis Building Sale Contract and purchases of inventory or supplies in the Ordinary Course of BusinessCompany; (rn) adoptiongrant of credit by Enterprises or the Company to any customer (including any Distributor) on terms or in amounts more favorable than those that have been extended to such customer in the past, amendmentany other change made by Enterprises or the Company in the terms of any credit heretofore extended in connection with the businesses of Enterprises and the Company or any other change of policies or practices of Enterprises or the Company with respect to the granting of credit; (o) entering into, modification amendment or termination of any bonus, profit sharing, incentive, severance, Distribution Agreement or other plan, Contract Other Material Contract; (p) release or commitment for the benefit waiver of any current material claims or former employee or current or former independent contractor (or any such action taken with respect to any other Venaxis Benefit Plan)rights; or (sq) except as set forth in Disclosure Schedule 4.08(s)entering into, amendment or termination of any Contract contract or other agreement to do any of the foregoing, foregoing or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Venaxis Interim Balance Sheet Date, and other than in the Ordinary Course ordinary course of Businessbusiness consistent with past practice, there has not been been, with respect to the Companies and their Subsidiaries, any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the charter, by-laws or other organizational documents of any of the Companies and their Subsidiaries; (c) split, combination or reclassification of any shares of its capital stock; (d) issuance, sale or other disposition of any of its capital stock, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock; (e) declaration or payment of any dividends or distributions on or in respect of any of its capital stock or redemption, purchase or acquisition of its capital stock; (f) material change in any method of accounting or accounting practice for its businessof any of the Companies’ and their Subsidiaries, except as required by GAAP, which negatively affected its businessGAAP or as disclosed in the notes to the Financial Statements; (cg) material change in any of the Companies’ or their Subsidiaries’ cash management practices and its policies, practices and procedures with respect to recordation or collection of Accounts Receivableaccounts receivable, establishment of reserves for uncollectible Accounts Receivableaccounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (dh) entry into any Contract that would constitute a Material Venaxis Contract; (ei) incurrence, assumption or guarantee of any material Debtindebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (fj) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Venaxis Interim Balance Sheet, except for the consummation Sheet or cancellation of the transactions contemplated by the Venaxis Building Sale Contract and the sale of inventory in the Ordinary Course of Businessany debts or entitlements; (gk) cancellation, amendment, termination, transfer or waiver assignment of any rights under, any material Debts or Claims; (h) transfer, assignment or grant of any license or sublicense of any material rights under or with respect to any Company Intellectual Property or Company IP Agreements except non-exclusive licenses or sublicenses granted in the ordinary course of business consistent with past practice and that are revocable by the Companies and their Subsidiaries at their sole discretion; (l) abandonment or lapse of or failure to maintain in full force and effect any material Company IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality or value of any Trade Secrets included in the Company Intellectual Property; (im) material damage, destruction or loss, or any interruption in use, of any assets, loss (whether or not covered by insurance that would constitute a Material Adverse Effectinsurance) to its property; (jn) any capital investment in, or any loan to, any other Person; (o) acceleration, termination, material modification to or cancellation of any Contract (including, but not limited to, any Material Contract) to which any of the Companies or Permitany of their Subsidiaries is a party or by which it is bound; (kp) any material capital expenditures; (lq) imposition of any Encumbrance upon the properties, capital stock or assets, tangible or intangible of any of the assetsCompanies or their Subsidiaries; (mr) (i) grant of any bonuses, whether monetary or otherwise, or any increase in any wages, salary, severance, pension or other compensation or benefits in respect of any its current or former employee employees, officers, directors, independent contractors or current or former independent contractorconsultants, other than as provided for in any written agreements or consistent with past practicerequired by applicable Law, or (ii) change in the terms of consultancy employment for any employee or any termination of any employees, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractorcontractor or consultant; (ns) entry into hiring or promoting any person as or to (as the case may be) an officer of any of the Companies or their Subsidiaries or hiring or promoting any employee below the level of an officer of any of the Companies or their Subsidiaries, except to fill a vacancy in the ordinary course of business; (t) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any employment current or consulting agreementformer employee, officer, director, independent contractor or consultant, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral, or modification of the terms of any such existing agreement; (ou) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any current or former employee of its stockholders or current or former independent contractordirectors, officers and employees; (pv) entry into a new line of business or abandonment or discontinuance of existing lines of business; (w) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (qx) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $25,000, individually (in the case of a lease, per annum) or $100,000 50,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for the consummation of the transactions contemplated by the Venaxis Building Sale Contract and purchases of inventory or supplies in the Ordinary Course ordinary course of Businessbusiness consistent with past practice; (ry) adoption, amendment, modification acquisition by merger or termination of any bonus, profit sharing, incentive, severanceconsolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other planmanner, Contract or commitment for the benefit of any current or former employee or current or former independent contractor (business or any such Person or any division thereof; (z) action taken by any of the Companies or their Subsidiaries to make, change or rescind any Tax election, amend any Tax Return, change an annual Tax accounting period, adopt or change any accounting method with respect to Taxes, enter into any closing agreement or other Contract with respect to Taxes, settle any claim or assessment with respect to Taxes, or consent to any extension or waiver of the limitation period applicable to any material claim or assessment with respect to Taxes or otherwise take any action or omit to take any action or enter into any other Venaxis Benefit Plan)transaction that could reasonably be expected to increase the Tax liability or reduce any Tax asset of any of the Companies or any of their Subsidiaries in respect of any Post-Closing Tax Period; (aa) except in each case as may be required by applicable Law, make, revoke, or change any election with respect to income or other material Taxes, or file any amended income or other material Tax Return; or (sbb) except as set forth in Disclosure Schedule 4.08(s), any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Venaxis Interim Balance Sheet Date, and except as set forth on Section 3.08 of the Disclosure Schedules, other than in the Ordinary Course ordinary course of Businessbusiness consistent with past practice or in connection with the Pre-Closing Transactions, there has not been been, with respect to the Company or PTC, any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of its charter, bylaws or other organizational documents; (c) split, combination or reclassification of any shares of its capital stock; (d) issuance, sale or other disposition of any of its capital stock or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock; (e) declaration or payment of any dividends or distributions on or in respect of any of its capital stock or redemption, purchase or acquisition of its capital stock; (f) material change in any method of accounting or accounting practice for its businesspractice, except as required by GAAP, which negatively affected its businessGAAP or as disclosed in the notes to the Financial Statements; (cg) material change in cash management practices and its policies, practices and procedures with respect to recordation or collection of Accounts Receivableaccounts receivable, establishment of reserves for uncollectible Accounts Receivableaccounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (dh) entry into any Contract that would constitute a Material Venaxis Contract; (ei) incurrence, assumption or guarantee of any material DebtIndebtedness in excess of $250,000; (fj) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Venaxis Interim Balance Sheet, except for the consummation Sheet or cancellation of the transactions contemplated by the Venaxis Building Sale Contract and the sale of inventory in the Ordinary Course of Businessany debts or entitlements; (g) cancellation, amendment, termination, or waiver of any rights under, any material Debts or Claims; (hk) transfer, assignment or grant of any license or sublicense of any material rights under or with respect to any Company Intellectual PropertyProperty or Company IP Agreements; (il) damage, destruction or loss, or any interruption in use, of any assets, loss (whether or not covered by insurance) to its property not covered by insurance that would constitute a Material Adverse Effectin excess of $250,000; (jm) any capital investment in, or any loan to, any other Person; (n) acceleration, termination, material modification to or cancellation of any Contract or PermitMaterial Contract; (ko) material any capital expendituresexpenditure exceeding $100,000 in the aggregate; (lp) imposition of any Encumbrance upon any of its properties, capital stock or assets, tangible or intangible that has neither been released nor will be released at or prior to the assetsClosing; (mi) grant of any bonuses, whether monetary or otherwise, or any increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultants, (ii) any termination of any employee for which the aggregate out of pocket costs and expenses of such termination exceed $20,000, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee employee, officer, director, independent contractor or consultant; (r) hiring or promoting any person as or to (as the case may be) an officer; (s) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractorcontractor or consultant with annual compensation in excess of $100,000, (ii) Benefit Plan or (iii) collective bargaining or other than as provided for agreement with a Union, in any each case whether written agreements or consistent with past practice, or change in the terms of consultancy for any independent contractororal; (nt) entry into any loan to (or termination forgiveness of any employment or consulting agreement, written or oral, or modification of the terms of any such existing agreement; (o) loan to), or entry into any other transaction with, any current or former employee of its shareholders or current or former independent contractordirectors, officers and employees; (pu) entry into a new line of business or abandonment or discontinuance of existing lines of business; (v) except for the Merger, adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (qw) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $25,000100,000, individually (in the case of a lease, per annum) or $100,000 250,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for the consummation of the transactions contemplated by the Venaxis Building Sale Contract and purchases of inventory or supplies in the Ordinary Course ordinary course of Businessbusiness consistent with past practice; (rx) adoptionacquisition by merger or consolidation with, amendmentor by purchase of a substantial portion of the assets or stock of, modification or termination by any other manner, any business or any Person or any division thereof; (y) action to make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Parent or the Surviving Corporation in respect of any bonus, profit sharing, incentive, severance, or other plan, Contract or commitment for the benefit of any current or former employee or current or former independent contractor (or any such action taken with respect to any other Venaxis Benefit Plan)Post-Closing Tax Period; or (sz) except as set forth in Disclosure Schedule 4.08(s), any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Venaxis Interim Balance Sheet Date, and other than in the Ordinary Course ordinary course of Businessbusiness consistent with past practice, except as set forth in Disclosure Schedule 3.08 or otherwise as expressly permitted in this Agreement, there has not been been, with respect to the Company Parties, any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, had a Material Adverse Effect; (b) amendment of the Operating Agreement, articles of organization or other organizational documents of any Company Party; (c) split, combination or reclassification of any of its membership interests; (d) issuance, sale or other disposition of any of its membership interest, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its membership interest; (e) declaration or payment of any dividends or distributions on or in respect of any of its membership interest or redemption, purchase or acquisition of its membership interest, provided, however, that the Company and the California Company may (i) continue to make regularly scheduled tax distributions to its members in accordance with past practice and (ii) make cash distributions to their members in accordance with the governing documents of the Company and the California Company, as applicable; (f) material change in any method of accounting or accounting practice for its businessof the Company, except as required by GAAP, which negatively affected its businessIFRS or as disclosed in the notes to the Financial Statements; (cg) material change in the Company's cash management practices and its policies, practices and procedures with respect to recordation or collection of Accounts Receivableaccounts receivable, establishment of reserves for uncollectible Accounts Receivableaccounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (dh) entry into any Contract that would constitute a Material Venaxis Contract, except for the Cannabiotix Acquisition Agreement and any agreements related thereto, including those listed on Schedule 3.08(h); (ei) incurrence, assumption or guarantee of any material Debtindebtedness in an aggregate amount exceeding $10,000 for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (fj) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Venaxis Interim Balance SheetSheet or cancellation of any debts or entitlements, except for the consummation of the transactions contemplated by the Venaxis Building Sale Contract and the sale of inventory in the Ordinary Course ordinary course of Businessbusiness; (gk) cancellation, amendment, termination, transfer or waiver assignment of any rights under, any material Debts or Claims; (h) transfer, assignment or grant of any license or sublicense of any material rights under or with respect to any Company Intellectual PropertyProperty or Company IP Agreements, except non-exclusive licenses or sublicenses granted in the ordinary course of business consistent with past practice; (il) abandonment or lapse of or failure to maintain in full force and effect any Company IP Registration, or loss of confidentiality or value of any material Trade Secrets included in the Company Intellectual Property by failure to take or maintain reasonable secrecy measures to protect the same; (m) material damage, destruction or loss, or any interruption in use, of any assets, loss (whether or not covered by insurance that would constitute a Material Adverse Effectinsurance) to its property; (jn) other than in respect of the Subsidiaries, any capital investment in, or any loan to, any other Person, and except in the ordinary course of business; (o) acceleration, termination, material modification to or cancellation of any Contract or PermitMaterial Contract; (kp) any material capital expenditures; except for the Cannabiotix Acquisition and all commercially reasonable costs incurred, directly or indirectly, with new license applications; (lq) imposition of any Encumbrance upon any of the Company properties, membership interest or assets, tangible or intangible; (mr) (i) grant of any bonuses, whether monetary or otherwise, or any increase in any wages, salary, severance, pension or other compensation or benefits in respect of any its current or former employee employees, officers, directors, independent contractors or current or former independent contractorconsultants, other than as provided for in any written agreements or consistent with past practicerequired by applicable Law, or (ii) change in the terms of consultancy employment for any employee or any termination of any employees or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractorcontractor or consultant; (ns) entry into hiring or promoting any person as or to (as the case may be) an officer except to fill a vacancy in the ordinary course of business; (t) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any employment current or consulting agreementformer employee, officer, director, independent contractor or consultant, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral, or modification of the terms of any such existing agreement; (ou) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any current or former employee of its members or current or former independent contractordirectors, officers and employees, except in the ordinary course of business; (pv) entry into a new line of business inconsistent with past practice or abandonment or discontinuance of existing lines of business; (w) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (qx) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $25,00050,000, individually (in the case of a lease, per annum) or $100,000 250,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for the consummation of the transactions contemplated by the Venaxis Building Sale Contract and purchases of inventory or supplies in the Ordinary Course ordinary course of Businessbusiness consistent with past practice; (ry) adoption, amendment, modification acquisition by merger or termination of any bonus, profit sharing, incentive, severanceconsolidation with, or by purchase of a substantial portion of the assets or stock or other planequity of, Contract or commitment by any other manner, any business or any Person or any division thereof, except for the benefit of any current or former employee or current or former independent contractor (or any such action taken with respect to any other Venaxis Benefit Plan)Cannabiotix Acquisition; or (sz) except as set forth in Disclosure Schedule 4.08(s)for the correction of any Tax Return for which any Tax Liability is satisfied prior to Closing, action by any Contract Company Party to do make, change or rescind any of the foregoingTax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or omission enter into any other transaction that would result have the effect of increasing the Tax Liability or reducing any Tax asset of Buyer in respect of any of the foregoingPost-Closing Tax Period.

Absence of Certain Changes, Events and Conditions. Since the Venaxis Interim Balance Sheet Date, and other than in the Ordinary Course ordinary course of Businessbusiness consistent with past practice, there has not been any: (a) been, with respect to the Company, any change, event, occurrence condition, or development that has hadis, or could reasonably be expected to havebe, individually or in the aggregate, a Material Adverse Effectmaterially adverse to the business, results of operations, condition (financial or otherwise), or assets of the Company. Without limiting the generality or effect of the foregoing, from the Balance Sheet Date through the Closing Date, except as disclosed in Section 3.08 of the Disclosure Schedules, neither the Company nor any Seller has: (a) disposed of any of the Units; (b) material change in changed any method salaries, sales commissions or other compensation of, or paid any bonuses or extraordinary compensation to, any current or former director, officer, employee, sales representative, consultant or stockholder of accounting the Company, or accounting practice for its businessentered into any employment, except as required by GAAPseverance or similar agreement with any current or former director, which negatively affected its businessofficer, employee, sales representative, consultant or stockholder of the Company; (c) material change in cash management practices and policiesadopted or increased any benefits under any profit sharing, practices and procedures bonus, deferred compensation, savings, insurance, pension, retirement or other Benefit Plan for or with respect to recordation or collection any of Accounts Receivable, establishment of reserves for uncollectible Accounts Receivable, inventory control, prepayment of expenses, payment of accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer depositsits employees; (d) entry entered into any transaction, Contract that would constitute a Material Venaxis Contract; (e) incurrence, assumption or guarantee of any material Debt; (f) transfer, assignment, sale or other disposition of any commitment outside of the assets shown or reflected in the Venaxis Interim Balance Sheet, except for the consummation ordinary course of the transactions contemplated by the Venaxis Building Sale Contract and the sale of inventory in the Ordinary Course of Business; (g) cancellation, amendment, termination, or waiver of any rights under, any material Debts or Claims; (h) transfer, assignment or grant of any license or sublicense of any material rights under or with respect to any Intellectual Property; (i) damage, destruction or loss, or any interruption in use, of any assets, whether or not covered by insurance that would constitute a Material Adverse Effect; (j) acceleration, termination, material modification to or cancellation of any Contract or Permit; (k) material capital expenditures; (l) imposition of any Encumbrance upon any of the assets; (m) grant of any bonuses, whether monetary or otherwise, or any increase in compensation in respect of any current or former employee or current or former independent contractor, other than as provided for in any written agreements or business consistent with past practice, or change canceled or waived any claim or right outside the ordinary course of business consistent with past practice; (e) modified or amended in any material respect or terminated any Contract; (f) entered into, terminated, or received notice of termination of any Contract or transaction; (g) changed any of its accounting or tax methods, policies, practices, or principles, changed its reserve or accrual amounts or policies, changed any depreciation or amortization policies or previously adopted rates, made or changed any Tax election, filed any amended Tax Return, entered into any closing agreement, settled any Tax claim, consented to any extension or waiver of any limitation period applicable to Taxes, changed any accounting period, or written-off as uncollectible any accounts receivables; (h) changed any working capital practice, including accelerated any collections of cash or accounts receivables or deferred or delayed payments or failed to make timely accruals, including with respect to accounts payable and Liabilities incurred in the terms ordinary course of consultancy business consistent with past practice; (i) sold, leased or otherwise disposed of any material asset or property, including any Intellectual Property, outside the ordinary course of business consistent with past practice; (A) issued any Company equity or issued or granted any option, warrant, registration right, convertible security or other right to acquire or sell any Company equity, (B) retired, redeemed, purchased, withdrawn or otherwise acquired for value any Company equity (including the purchase of warrants, rights, or other options to acquire such interests), or (C) declared or paid any dividends or made any distributions or other payments with respect to any of Company equity; (k) delayed or postponed the payment of accounts payable and other Liabilities; (l) created, incurred, assumed or otherwise become liable for any independent contractorcapitalized lease obligations; (m) created, incurred, assumed or otherwise become liable for any indebtedness; (n) entry into granted or termination suffered to exist any Encumbrance on any of any employment its assets or consulting agreement, written or oral, or modification of the terms of any such existing agreementUnits; (o) loan toterminated or closed any facility, business or entry into any other transaction with, any current or former employee or current or former independent contractoroperation of the Company; (p) adoption of settled, released or forgiven any plan of merger, consolidation, reorganization, liquidation claim or dissolution litigation or filing of a petition in bankruptcy under waived any provisions of federal or state bankruptcy Law or consent right thereto that relates to the filing Units or any of any bankruptcy petition against it under any similar Lawthe assets of the Company; (q) purchasetaken any action that decreased, lease removed, sold or other acquisition of the right to ownotherwise disposed of, use or lease pledged or granted any assets for an amount in excess of $25,000security interest in, individually (in the case of a lease, per annum) or $100,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for the consummation of the transactions contemplated by the Venaxis Building Sale Contract and purchases of inventory or supplies in the Ordinary Course of Business;non-cash assets; or (r) adoptionagreed, amendmentwhether verbally or in writing, modification or termination of any bonus, profit sharing, incentive, severance, or other plan, Contract or commitment for the benefit of any current or former employee or current or former independent contractor (or any such action taken with respect to any other Venaxis Benefit Plan); or (s) except as set forth in Disclosure Schedule 4.08(s), any Contract to do any of the foregoing. In addition, since the Balance Sheet Date, there has not occurred any material damage, destruction or any action casualty loss (whether or omission that would result in not covered by insurance) with respect to any of the foregoingassets of the Company. Since the Balance Sheet Date, there has not been any event, occurrence, development or circumstance that has had or could reasonably be expected to have a material adverse effect on the Company. Notwithstanding anything to the contrary in this Section 3.08, the Company has distributed all cash and cash equivalents other than as contemplated by Section 3.26.

Absence of Certain Changes, Events and Conditions. Except as expressly contemplated by this Agreement or as set forth on Section 3.08 of the Disclosure Schedules, Since January 1, 2023, each of the Venaxis Interim Balance Sheet Date, Targets and other than Acquired Subsidiaries have operated in the Ordinary Course ordinary course of Business, business in all material respects and there has not been been, with respect to any of the Targets or Acquired Subsidiaries, any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) material amendment of the charter, by-laws, operating agreement, or other Organizational Documents; (c) split, combination or reclassification of any equity; (d) issuance, sale or other disposition of any of its capital stock or equity, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock or equity; (e) declaration or payment of any dividends or distributions on or in respect of any of its capital stock or equity or redemption, purchase or acquisition of its capital stock or equity; (f) material change in any method of accounting or accounting practice for its businesspractice, except as required by GAAP, which negatively affected its businessGAAP or applicable Law or as disclosed in the notes to the Financial Statements; (c) material change in cash management practices and policies, practices and procedures with respect to recordation or collection of Accounts Receivable, establishment of reserves for uncollectible Accounts Receivable, inventory control, prepayment of expenses, payment of accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (d) entry into any Contract that would constitute a Material Venaxis Contract; (eg) incurrence, assumption or guarantee of any material Debt; (f) transferIndebtedness in an aggregate amount exceeding $100,000, assignment, sale or other disposition of any of the assets shown or reflected except unsecured current obligations and Liabilities incurred in the Venaxis Interim Balance Sheet, except for the consummation ordinary course of the transactions contemplated by the Venaxis Building Sale Contract and the sale of inventory in the Ordinary Course of Business; (g) cancellation, amendment, termination, or waiver of any rights under, any material Debts or Claimsbusiness; (h) transfer, assignment or grant of any license or sublicense of any material rights under or with respect to any Intellectual Property; (i) damage, destruction or loss, or any interruption in use, of any assets, whether or not covered by insurance that would constitute a Material Adverse Effect; (j) acceleration, termination, material modification to or cancellation of any Contract or Permit; (k) material capital expenditures; (l) imposition of any Encumbrance upon any of the assets; (m) grant of any bonuses, whether monetary or otherwise, or any increase in the compensation in respect of any current or former employee or current or former independent contractorits Employees, other than as provided for in any written agreements or consistent with past practice, or change in the terms ordinary course of consultancy for any independent contractorbusiness; (ni) entry into acquisition by merger or termination of any employment or consulting agreement, written or oralconsolidation with, or modification by purchase of a substantial portion of the terms assets or stock of, or by any other manner, any business or any Person or any division thereof for consideration in excess of any such existing agreement$250,000; (o) loan to, or entry into any other transaction with, any current or former employee or current or former independent contractor; (pj) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (q) purchase, lease or other acquisition of the right to own, use or lease any assets for an amount in excess of $25,000, individually (in the case of a lease, per annum) or $100,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for the consummation of the transactions contemplated by the Venaxis Building Sale Contract and purchases of inventory or supplies in the Ordinary Course of Business; (r) adoption, amendment, modification or termination of any bonus, profit sharing, incentive, severance, or other plan, Contract or commitment for the benefit of any current or former employee or current or former independent contractor (or any such action taken with respect to any other Venaxis Benefit Plan); or (sk) except as set forth in Disclosure Schedule 4.08(s), any Contract agreement to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since Except in the Venaxis Interim ordinary course of business consistent with past practice or as otherwise set forth on Section 4.07 of the Disclosure Schedules, since the Balance Sheet Date, and other than in the Ordinary Course of Business, there has not been been, with respect to the Company, any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the charter, by-laws or other organizational documents of the Company; (c) split, combination or reclassification of any shares of its capital stock; (d) issuance, sale or other disposition of any of its capital stock, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock; (e) declaration or payment of any dividends or distributions on or in respect of any of its capital stock or redemption, purchase or acquisition of its capital stock; (f) material change in any method of accounting or accounting practice for its businessof the Company, except as required by GAAP, which negatively affected its businessGAAP or as disclosed in the notes to the Financial Statements; (cg) material change in the Company’s cash management practices and its policies, practices and procedures with respect to recordation or collection of Accounts Receivableaccounts receivable, establishment of reserves for uncollectible Accounts Receivableaccounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer depositsCustomer Deposits; (dh) entry into any Contract that would constitute a Material Venaxis Contract; (ei) incurrence, assumption or guarantee of any material Debtindebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (fj) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Venaxis Interim Balance Sheet, except for the consummation Sheet or cancellation of the transactions contemplated by the Venaxis Building Sale Contract and the sale of inventory in the Ordinary Course of Businessany debts or entitlements; (g) cancellation, amendment, termination, or waiver of any rights under, any material Debts or Claims; (hk) transfer, assignment or grant of any license or sublicense of any material rights under or with respect to any Company Intellectual PropertyProperty or Company IP Agreements; (il) material damage, destruction or loss, or any interruption in use, of any assets, loss (whether or not covered by insurance that would constitute a Material Adverse Effectinsurance) to its property; (jm) any capital investment in, or any loan to, any other Person; (n) acceleration, termination, material modification to or cancellation of any material Contract (including, but not limited to, any Material Contract) to which the Company is a party or Permitby which it is bound; (ko) any material capital expenditures; (lp) imposition of any Encumbrance upon any of the Company properties, capital stock or assets, tangible or intangible; (mi) grant of any bonuses, whether monetary or otherwise, or any increase in any wages, salary, severance, pension or other compensation or benefits in respect of any its current or former employee employees, officers, directors, independent contractors or current or former independent contractorconsultants, other than as provided for in any written agreements or consistent with past practicerequired by applicable Law, or (ii) change in the material terms of consultancy employment for any employee or any termination of any employees, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractorcontractor or consultant; (nr) entry into hiring or promoting any person as or to (as the case may be) an officer position, or hiring or promoting any employee below an officer position, except to fill a vacancy in the ordinary course of business; (s) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any employment current or consulting agreementformer employee, officer, director, independent contractor or consultant, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral, or modification of the terms of any such existing agreement; (ot) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any current or former employee of its stockholders or current or former independent contractordirectors, officers and employees; (pu) entry into a new line of business or abandonment or discontinuance of existing lines of business; (v) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (qw) purchaseacquisition by merger or consolidation with, lease or other acquisition by purchase of a substantial portion of the right to ownassets or stock of, use or lease by any assets for an amount in excess of $25,000other manner, individually (in the case of a lease, per annum) any business or $100,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for the consummation of the transactions contemplated by the Venaxis Building Sale Contract and purchases of inventory Person or supplies in the Ordinary Course of Businessany division thereof; (rx) adoptionaction by the Company to make, amendmentchange or rescind any Tax election, modification amend any Tax Return or termination take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer in respect of any bonus, profit sharing, incentive, severance, or other plan, Contract or commitment for the benefit of any current or former employee or current or former independent contractor (or any such action taken with respect to any other Venaxis Benefit Plan)Post-Closing Tax Period; or (sy) except as set forth in Disclosure Schedule 4.08(s), any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Venaxis Interim Balance Sheet Date, and other than in the Ordinary Course ordinary course of Businessbusiness consistent with past practice, there has not been any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effectmaterial effect upon the Business as determined by reference to the ordinary course of Business of the Company consistent with past practice; (b) declaration or payment of any dividends or distributions on or in respect of any of Kecy's capital stock or redemption, purchase or acquisition of Kecy's capital stock; (c) material change in any method of accounting or accounting practice for its businessthe Business, except as required by GAAP, which negatively affected its businessdisclosed in the notes to the Financial Statements; (cd) material change in cash management practices and policies, practices and procedures with respect to recordation or collection of Accounts Receivable, establishment of reserves for uncollectible Accounts Receivable, accrual of Accounts Receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (de) entry into any Assigned Contract that would constitute a Material Venaxis Contract; (ef) incurrence, assumption or guarantee of any material Debtindebtedness for borrowed money in connection with the Business, except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (fg) transfer, assignment, sale or other disposition of any of the assets Purchased Assets shown or reflected in the Venaxis Interim Balance Sheet, except for the consummation of the transactions contemplated by the Venaxis Building Sale Contract and the sale of inventory Inventory in the Ordinary Course ordinary course of Businessbusiness; (gh) cancellation, cancellation of any debts or claims or amendment, termination, termination or waiver of any rights under, any material Debts or Claimsconstituting Purchased Assets; (hi) transfer, assignment or grant of any license or sublicense of any material rights under or with respect to any Intellectual PropertyProperty Assets or Intellectual Property Agreements; (ij) material damage, destruction or loss, or any material interruption in use, of any assetsPurchased Assets, whether or not covered by insurance that would constitute a Material Adverse Effectinsurance; (jk) acceleration, termination, material modification to or cancellation of any Assigned Contract or Permit; (kl) material capital expendituresexpenditures which would constitute an Assumed Liability; (lm) imposition of any Encumbrance upon any of the assetsPurchased Assets; (mn) (i) grant of any bonuses, whether monetary or otherwise, or any increase in any wages, salary, severance, pension or other compensation or benefits in respect of any current employees, officers, directors, independent contractors or former employee or current or former independent contractorconsultants of the Business, other than as provided for in any written agreements agreements, required by applicable Law or in the ordinary course of business and consistent with past practice, or practices; (ii) change in the terms of consultancy employment for any independent contractor; (n) entry into employee of the Business or any termination of any employment employees for which the aggregate costs and expenses exceed Fifty Thousand Dollars ($50,000); or consulting agreement(iii) action to accelerate the vesting or payment of any compensation or benefit for any employee, written officer, director, consultant or oral, or modification independent contractor of the terms of any such existing agreementBusiness; (o) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant of the Business, (ii) Benefit Plan, or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (p) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any current director, officer or former employee or current or former independent contractorof the Business; (pq) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (qr) purchase, lease or other acquisition of the right to own, use or lease any property or assets in connection with the Business for an amount in excess of Fifty Thousand Dollars ($25,000, 50,000) individually (in the case of a lease, per annum) or One Hundred Thousand Dollars ($100,000 100,000) in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for the consummation of the transactions contemplated by the Venaxis Building Sale Contract and purchases of inventory Inventory or supplies in the Ordinary Course ordinary course of Businessbusiness consistent with past practice; (r) adoption, amendment, modification or termination of any bonus, profit sharing, incentive, severance, or other plan, Contract or commitment for the benefit of any current or former employee or current or former independent contractor (or any such action taken with respect to any other Venaxis Benefit Plan); or (s) except as set forth in Disclosure Schedule 4.08(s), any Assigned Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since Except as expressly contemplated by the Venaxis Interim Agreement or as set forth on Section 3.08 of the Disclosure Schedules, from the Balance Sheet DateDate until the date of this Agreement, and other than the Company has operated in the Ordinary Course ordinary course of Business, business consistent with past practice and there has not been been, with respect to the Company, any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the certificate of incorporation, by-laws or other organizational documents of the Company; (c) split, combination or reclassification of any shares of its capital stock; (d) issuance, sale or other disposition of any of its capital stock, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock; (e) material change in any method of accounting or accounting practice for its businessof the Company, except as required by GAAP, which negatively affected its businessdisclosed in the notes to the Financial Statements; (cf) material change in cash management practices and the Company’s policies, practices and procedures with respect to recordation or collection of Accounts Receivableaccounts receivable, establishment of reserves for uncollectible Accounts Receivableaccounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (dg) entry into any a Contract that would constitute a Material Venaxis Contract; (eh) transfer, assignment, or grant of any license or sublicense of any material rights under or with respect to any Company Intellectual Property; (i) acceleration, termination, material modification to or cancellation of any Material Contract to which the Company is a party or by which it is bound; (j) incurrence, assumption or guarantee of any material Debtindebtedness for borrowed money in an aggregate amount exceeding $50,000, except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (fk) transfer, assignment, sale or other disposition of any of the assets shown or reflected in on the Venaxis Interim Balance Sheet, except for the consummation of the transactions contemplated by the Venaxis Building Sale Contract and the sale of inventory in the Ordinary Course ordinary course of Businessbusiness and except for any assets having an aggregate value of less than $50,000, or cancellation of any debts or entitlements; (gl) cancellation, amendment, termination, or waiver of any rights under, any material Debts or Claims; (h) transfer, assignment or grant of any license or sublicense of any material rights under or with respect to any Intellectual Property; (i) damage, destruction or loss, or any interruption in use, of any assets, loss (whether or not covered by insurance that would constitute a Material Adverse Effectinsurance) to its property; (jm) accelerationany capital investment in, terminationor any loan to, material modification to or cancellation any other Person, other than extensions of any Contract or Permitcredit in the ordinary course of business consistent with past practice; (kn) any material capital expenditures; (l) imposition of any Encumbrance upon any of the assets; (mi) grant of any bonuses, whether monetary or otherwise, or any increase in any wages, salary, severance, pension or other compensation or benefits in respect of any current its employees, officers, directors, consultants or former employee or current or former independent contractorcontractors, other than as provided for in any written agreements or consistent with past practicerequired by applicable Law, or (ii) change in the terms of consultancy employment for any employee or termination of any employees, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any employee, member, manager, consultant or independent contractor; (np) entry into adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any employment current or consulting agreementformer employee, officer, director, independent contractor or consultant (ii) Benefit Plan or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral, or modification of the terms of any such existing agreement; (oq) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any current of its stockholders or former employee or current or former independent contractordirectors, officers and employees; (pr) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other manner (other than purchase of Inventory and supplies in the ordinary course of business), any business or any Person or any division thereof for consideration in excess of $50,000; (s) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (qt) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $25,00050,000, individually (in the case of a lease, per annum) or $100,000 250,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for the consummation of the transactions contemplated by the Venaxis Building Sale Contract and purchases of inventory or supplies in the Ordinary Course ordinary course of Businessbusiness consistent with past practice; (ru) adoptionacquisition by merger or consolidation with, amendmentor by purchase of a substantial portion of the assets or stock of, modification or termination by any other manner, any business or any Person or any division thereof; (v) action by the Company to make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer in respect of any bonus, profit sharing, incentive, severance, or other plan, Contract or commitment for the benefit of any current or former employee or current or former independent contractor (or any such action taken with respect to any other Venaxis Benefit Plan)Post-Closing Tax Period; or (sw) except as set forth in Disclosure Schedule 4.08(s), any Contract agreement to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since Except as expressly contemplated by this Agreement or as set forth in Section 3.08 of the Venaxis Disclosure Schedules, since the Interim Balance Sheet Date, and other than the business of the Company Group has been conducted in the Ordinary Course ordinary course of Businessbusiness consistent with past practice, and there has not been been, with respect to the Company Group, any: (a) event, occurrence or development that has had, or could would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the Organizational Documents of any Company Group member; (c) split, combination or reclassification of any shares, membership interests or other equity interests of any Company Group member; (d) issuance, sale or other disposition of, or creation of any Encumbrance on, any shares, membership interests or other equity interests of any Company Group member, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any shares, membership interests or other equity interests of any Company Group member; (e) declaration or payment of any dividends or distributions on or in respect of any of its capital stock or redemption, purchase or acquisition of its capital stock; (f) material change in any method of accounting or accounting practice for its businessof any Company Group member, except as required by GAAP, which negatively affected its businessGAAP or as disclosed in the notes to the Financial Statements; (cg) material change in the Company Group’s cash management practices and its policies, practices and procedures with respect to recordation or collection of Accounts Receivableaccounts receivable, establishment of reserves for uncollectible Accounts Receivableaccounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (dh) entry into any Contract that would constitute a Material Venaxis Contract; (ei) incurrence, assumption or guarantee of any material Debt;indebtedness for borrowed money in an aggregate amount exceeding $10,000, except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; Purchase Agreement 26 Project Acorn (fj) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Venaxis Interim Balance Sheet, except for the consummation Sheet or cancellation of the transactions contemplated by the Venaxis Building Sale Contract and the sale of inventory in the Ordinary Course of Businessany debts or entitlements; (gk) cancellation, amendment, termination, transfer or waiver assignment of any rights under, any material Debts or Claims; (h) transfer, assignment or grant of any license or sublicense of any material rights under or with respect to any Company Intellectual Property or Company IP Agreements except non-exclusive licenses or sublicenses granted in the ordinary course of business consistent with past practice; (l) abandonment or lapse of or failure to maintain in full force and effect any material Company IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality or value of any material Trade Secrets included in the Company Intellectual Property; (im) material damage, destruction or loss, or any interruption in use, of any assets, loss (whether or not covered by insurance that would constitute a Material Adverse Effectinsurance) to its property; (jn) any capital investment in, or any loan to, any other Person; (o) acceleration, termination, material modification to or cancellation of any material Contract (including, but not limited to, any Material Contract) to which the Company Group is a party or Permitby which it is bound; (kp) any material capital expenditures; (lq) imposition of any Encumbrance upon any of the Company Group’s properties, equity interests or assets, tangible or intangible; (mi) grant of any bonuses, whether monetary or otherwise, or any increase in any wages, salary, severance, pension or other compensation or benefits in respect of any its current or former employee employees, officers, directors, managers, independent contractors or current or former independent contractorconsultants, other than as provided for in any written agreements or consistent with past practicerequired by applicable Law, or (ii) change in the terms of consultancy employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $50,000, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, manager, independent contractorcontractor or consultant; (ns) entry into hiring or promoting any person as or to (as the case may be) an officer (or equivalent) level or, except to fill a vacancy in the ordinary course of business, hiring or promoting any employee below director (or equivalent) level; (t) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any employment current or consulting agreementformer employee, officer, director, manager, independent contractor or consultant, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral, or modification of the terms of any such existing agreement; (ou) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any current or former employee of its stockholders, members or current or former independent contractordirectors, managers, officers and employees; (pv) entry into a new line of business or abandonment or discontinuance of existing lines of business; (w) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (qx) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $25,0005,000, individually (in the case of a lease, per annum) or $100,000 10,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for the consummation of the transactions contemplated by the Venaxis Building Sale Contract and purchases of inventory or supplies in the Ordinary Course ordinary course of Businessbusiness consistent with past practice; (ry) adoption, amendment, modification acquisition by merger or termination of any bonus, profit sharing, incentive, severanceconsolidation with, or by purchase of a substantial portion of the assets, stock or other planequity of, Contract or commitment for the benefit of by any current or former employee or current or former independent contractor (other manner, any business or any such Person or any division thereof; (z) action taken by the Company Group to (i) make, change or rescind any Tax election, (ii) file any amendment to any Tax Return with respect to any Taxes, (iii) settle or compromise any Tax Liability, audit or other Venaxis Benefit Plan)Action related to Taxes, (iv) agree to any extension or waiver of the statute of limitations with respect to the assessment or determination of Taxes, (v) file any voluntary Tax disclosure, amnesty or similar filing, (vi) enter into any closing agreement with respect to Taxes, (vii) enter into a Tax Sharing Agreement or (viii) surrender any right to claim a material Tax refund, in each case that would have the effect of increasing the Tax Liability or reducing any Tax asset of Buyer in respect of a taxable period (or portion there) beginning after the Closing Date; or (saa) except as set forth in Disclosure Schedule 4.08(s), any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since Except as set forth in Section 3.08 of the Venaxis Interim Company Disclosure Schedules, since the Balance Sheet Date, and other than in the Ordinary Course ordinary course of Businessbusiness consistent with past practice, there has not been been, with respect to the Company, any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the charter, by-laws or other organizational documents of the Company; (c) split, combination or reclassification of any shares of its capital stock; (d) issuance, sale or other disposition of any of its capital or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock; (e) declaration or payment of any dividends or distributions on or in respect of any of its capital stock or redemption, purchase or acquisition of its capital stock; (f) material change in any method of accounting or accounting practice for its businessof the Company, except as required by GAAP, which negatively affected its businessGAAP or as disclosed in the notes to the Financial Statements; (cg) material change in the Company’s cash management practices and its policies, practices and procedures with respect to recordation or collection of Accounts Receivableaccounts receivable, establishment of reserves for uncollectible Accounts Receivableaccounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (dh) entry into any Contract that would constitute a Material Venaxis Contract; (ei) incurrence, assumption or guarantee of any material Debtindebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (fj) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Venaxis Interim Balance Sheet, except for the consummation Sheet or cancellation of the transactions contemplated by the Venaxis Building Sale Contract and the sale of inventory in the Ordinary Course of Businessany debts or entitlements; (g) cancellation, amendment, termination, or waiver of any rights under, any material Debts or Claims; (hk) transfer, assignment or grant of any license or sublicense of any material rights under or with respect to any Company Intellectual PropertyProperty or Company IP Agreements; (il) material damage, destruction or loss, or any interruption in use, of any assets, loss (whether or not covered by insurance that would constitute a Material Adverse Effectinsurance) to its property; (jm) any capital investment in, or any loan to, any other Person; (n) acceleration, termination, material modification to or cancellation of any material Contract (including, but not limited to, any Material Contract) to which the Company is a party or Permitby which it is bound; (ko) any material capital expenditures; (lp) imposition of any Encumbrance upon any of the Company properties, capital stock or assets, tangible or intangible; (mi) grant of any bonuses, whether monetary or otherwise, or any increase in any wages, salary, severance, pension or other compensation or benefits in respect of any its current or former employee employees, officers, directors, independent contractors or current or former independent contractorconsultants, other than as provided for in any written agreements or consistent with past practicerequired by applicable Law, or (ii) change in the terms of consultancy employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $1,000, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractorcontractor or consultant; (nr) entry into hiring or promoting any person as or to (as the case may be) an officer or hiring or promoting any employee below officer except to fill a vacancy in the ordinary course of business; (s) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any employment current or consulting agreementformer employee, officer, director, independent contractor or consultant, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral, or modification of the terms of any such existing agreement; (ot) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any current or former employee of its stockholders or current or former independent contractordirectors, officers and employees; (pu) entry into a new line of business or abandonment or discontinuance of existing lines of business; (v) except for the Merger, adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (qw) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $25,000, individually (in the case of a lease, per annum) or $100,000 25,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for the consummation of the transactions contemplated by the Venaxis Building Sale Contract and purchases of inventory or supplies in the Ordinary Course ordinary course of Businessbusiness consistent with past practice; (rx) adoptionacquisition by merger or consolidation with, amendmentor by purchase of a substantial portion of the assets or stock of, modification or termination by any other manner, any business or any Person or any division thereof; (y) action by the Company to make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer in respect of any bonus, profit sharing, incentive, severance, or other plan, Contract or commitment for the benefit of any current or former employee or current or former independent contractor (or any such action taken with respect to any other Venaxis Benefit Plan)Post-Closing Tax Period; or (sz) except as set forth in Disclosure Schedule 4.08(s), any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since Except as expressly contemplated by this Agreement or as set forth on Schedule 4.4, from the Venaxis Interim Balance Sheet DateDate until the date of this Agreement, Seller and other than its Subsidiaries (including the Purchased Subsidiaries) have operated the Business in the Ordinary Course ordinary course of Business, business in all material respects and there has not been been, with respect to the Business, any: (a) event, occurrence or development that has had, or could would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) material change in any method of accounting or accounting practice for its business, except as required by GAAP, which negatively affected its business; (c) material change in cash management practices and policies, practices and procedures with respect to recordation or collection of Accounts Receivable, establishment of reserves for uncollectible Accounts Receivable, inventory control, prepayment of expenses, payment of accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (d) entry into any Contract that would constitute a Material Venaxis Contract; (e) incurrence, assumption or guarantee of any material Debt; (f) transfer, assignment, sale or other disposition of any of the assets Purchased Assets or any asset of any Purchased Subsidiary (other than the Intellectual Property Assets) shown or reflected in on the Venaxis Interim Balance Sheet, except for the consummation of the transactions contemplated by the Venaxis Building Sale Contract and the sale of inventory in the Ordinary Course ordinary course of Businessbusiness and except for any Purchased Assets having an aggregate value of less than Fifty Thousand Dollars ($50,000); (gc) (i) sale, assignment, license, transfer, abandonment, lapse, cancellation, dedication to the public, or other disposition of any Intellectual Property Asset, other than non-exclusive licenses granted to customers in the ordinary course of business; or (ii) material disclosure of any trade secrets or other confidential information of the Business, other than pursuant to written confidentiality agreements entered into in the ordinary course of business and including reasonable protections of such trade secrets and other confidential information; (d) incurrence, assumption or cancellation of any Indebtedness in connection with the Business or claims or amendment, termination, termination or waiver of any rights constituting Purchased Assets, except in the ordinary course of business or pursuant to (or cancellation of Indebtedness under, any material Debts or Claims) the Seller’s corporate credit facilities; (he) transfer, assignment or grant of any license or sublicense of any material rights under or with respect to any Intellectual Propertycapital expenditures in an aggregate amount exceeding Fifty Thousand Dollars ($50,000) that would constitute an Assumed Liability; (i) damage, destruction or loss, or any interruption in use, of any assets, whether or not covered by insurance that would constitute a Material Adverse Effect; (j) acceleration, termination, material modification to or cancellation of any Contract or Permit; (k) material capital expenditures; (lf) imposition of any Encumbrance upon any of the assetsPurchased Assets or any asset of any Purchased Subsidiary, except for Permitted Encumbrances (in the case of any Purchased Assets or any asset of any Purchased Subsidiary other than the Purchased Subsidiary Equity); (mg) grant adoption, termination, amendment or modification of any bonusesBenefit Plan, whether monetary the effect of which in the aggregate would increase the obligations of the Seller that constitute Assumed Liabilities by more than ten percent (10%) of its existing annual obligations to such plans; (h) other than as required by the terms of the applicable Benefit Plans, (x) the adoption, termination, amendment (including any acceleration of vesting or otherwiserights) or modification of any Benefit Plan, or any increase in compensation in respect employee benefit agreement, trust, plan, fund or other arrangement for the compensation, benefit or welfare of any current or former employee Employee or consultant, (y) the grant of any increases in the compensation of any of the Seller’s current or former independent contractor, other Employees or consultants; provided that the foregoing shall not apply (A) in connection with any hiring of any employee by the Seller to the extent the annual total compensation opportunity for such employee is less than as provided $100,000; or (B) for increases in any written agreements or consistent with past practice, or change in the terms of consultancy total compensation for any independent contractorEmployee below the level of vice president to the extent that such increases in total compensation are no greater than $10,000 for any such Employee; (n) entry into or termination of any employment or consulting agreement, written or oral, or modification of the terms of any such existing agreement; (o) loan to, or entry into any other transaction with, any current or former employee or current or former independent contractor; (pi) adoption of any plan of merger, consolidation, reorganization, recapitalization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (qj) purchaseany transaction or commitment made, lease or any Contract entered into, relating to and material to the Business, other acquisition of the right to own, use or lease any assets for an amount in excess of $25,000, individually (than transactions and commitments in the case ordinary course of a lease, per annum) or $100,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for the consummation of the transactions business and those contemplated by the Venaxis Building Sale Contract and purchases of inventory or supplies in the Ordinary Course of BusinessTransaction Documents; (rk) adoptionany acceleration of collection of accounts receivable, amendmentof delaying of payment of accounts payable, modification or termination change in cash management policies (including inventory control and pricing and credit practices), in each case in any material respect and other than in the ordinary course of business; (l) any bonusissuance, profit sharingsale, incentiveredemption, severanceacquisition or authorization for the issuance or sale, or other plangrant of any rights with respect to, Contract the securities of any Purchased Subsidiary or commitment securities convertible or exchangeable into securities of any Purchased Subsidiary or alteration any term of any of the outstanding securities of any Purchased Subsidiary or securities convertible or exchangeable into securities of any Purchased Subsidiary or other split, combination, or reclassification any of the securities of any Purchased Subsidiary or securities convertible or exchangeable into securities of any Purchased Subsidiary or issuance of any other security in respect of, in lieu of or in substitution for the benefit securities of any current Purchased Subsidiary or former employee declaration or current or former independent contractor (payment any dividend or any such action taken with respect other distribution of any assets of any Purchased Subsidiary (other than the distribution of cash balances from time to time to the Seller or its Affiliates); (m) any material changes in the customary methods of operations of the Business practices and policies relating to intercompany transactions, purchasing, inventories, marketing, selling, and pricing, in each case other Venaxis Benefit Plan)than in the ordinary course of business; or (sn) except as set forth in Disclosure Schedule 4.08(s), any Contract contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Venaxis Interim Balance Sheet Datemost recent date of the balance sheet of BSPI included in the Financial Statements, and other than in the Ordinary Course ordinary course of Businessbusiness consistent with past practice, there has not been been, with respect to BSPI, any: (a) event, occurrence occurrence, or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the Articles of Incorporation, Bylaws, or other organizational documents of BSPI, with the exception of a name change and ticker symbol change; (c) split, combination, or reclassification of any shares of BSPI’s capital stock; (d) issuance, sale, or other disposition of any of its capital stock, or grant of any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stock; (e) declaration or payment of any dividends or distributions on or in respect of any of its capital stock or redemption, purchase, or acquisition of its capital stock; (f) material change in any method of accounting or accounting practice for its business, except as required by GAAP, which negatively affected its business; (c) material change in cash management practices of BSPI and policies, practices and procedures with respect to recordation or collection of Accounts Receivable, establishment of reserves for uncollectible Accounts Receivable, inventory control, prepayment of expenses, payment of accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (d) entry into any Contract that would constitute a Material Venaxis Contract; (e) incurrence, assumption or guarantee of any material Debt; (f) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Venaxis Interim Balance Sheet, except for the consummation of the transactions contemplated by the Venaxis Building Sale Contract and the sale of inventory in the Ordinary Course of Businessthis Agreement; (g) cancellation, amendment, termination, or waiver commencement of any rights under, any material Debts or Claimsbusiness operations; (h) transferincurrence, assignment assumption, or grant guarantee of any license or sublicense of any material rights under or with respect to any Intellectual Propertyindebtedness for borrowed money; (i) damage, destruction or lossany capital investment in, or any interruption in useloan to, of any assets, whether or not covered by insurance that would constitute a Material Adverse Effectother Person; (j) acceleration, termination, material modification to or cancellation of any Contract or Permit; (k) material capital expenditures; (lk) imposition of any Encumbrance upon any of the BSPI’s properties, capital stock, or assets, tangible or intangible; (mi) grant of any bonuses, whether monetary or otherwise, or any increase in any wages, salary, severance, pension, or other compensation or benefits in respect of any its current or former employee employees, officers, directors, independent contractors or current or former independent contractorconsultants, other than as provided for in any written agreements agreement or consistent with past practicerequired by applicable Law, (ii) hiring of any employee, or change in (iii) action to accelerate the terms vesting or payment of consultancy any compensation or benefit for any current or former employee, officer, director, independent contractor, or consultant; (m) adoption, modification, or termination of any: (i) employment, severance, retention, or other agreement with any current or former employee, officer, director, independent contractor, or consultant or (ii) Benefit Plan; (n) entry into any loan to (or termination forgiveness of any employment or consulting agreement, written or oral, or modification of the terms of any such existing agreement; (o) loan to), or entry into any other transaction with, any current or former employee of its stockholders or current or former independent contractordirectors, officers, and employees; (po) adoption of any plan of merger, consolidation, reorganization, liquidation liquidation, or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (qp) acquire any assets, whether through (i) the purchase, lease lease, or other acquisition of the right to own, use use, or lease any assets for an amount in excess of $25,000property or assets, individually or (in the case ii) a merger or consolidation with, or by purchase of a lease, per annum) or $100,000 in the aggregate (in the case of a lease, for the entire term substantial portion of the lease, not including any option term), except for the consummation of the transactions contemplated by the Venaxis Building Sale Contract and purchases of inventory assets or supplies in the Ordinary Course of Business; (r) adoption, amendment, modification or termination of any bonus, profit sharing, incentive, severancestock of, or by any other planmanner, Contract or commitment for the benefit of any current or former employee or current or former independent contractor (business or any such action taken with respect to Person or any other Venaxis Benefit Plan)division thereof; or (sq) except as set forth in Disclosure Schedule 4.08(s), any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since Except as provided in Schedule 3.08, which shall also sets forth which of any of the Venaxis below representations or warranties is made to Seller’s Knowledge, only, since the Interim Balance Sheet Date, and other than in the Ordinary Course ordinary course of Businessbusiness consistent with past practice, there has not been anybeen, with respect to either Company, no: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the Organizational Documents of that Company; (c) split, combination, or reclassification of any Membership Interest; (d) issuance, sale or other disposition of, or creation of any adverse claim or other Encumbrance on, any Membership Interest, or grant of any option, warrant, or other right to purchase or obtain (including upon conversion, exchange, or exercise) any Membership Interest; (e) declaration or payment of any distribution on or in respect of any Membership Interest or redemption, purchase, or acquisition of any Membership Interest; (f) material change in any method of accounting or accounting practice for its businessof that Company, except as required by GAAP, which negatively affected its businessSeller Reporting Requirements, or as disclosed in the notes to the Financial Statements; (cg) material change in that Company’s cash management practices and practices, its policies, practices and practices, or procedures with respect to recordation or collection of Accounts Receivableaccounts receivable, establishment of reserves for uncollectible Accounts Receivableaccounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and revenue, or acceptance of customer deposits; (dh) entry into any Contract that would constitute a Material Venaxis Contract; (ei) incurrence, assumption or guarantee of any material Debtindebtedness for borrowed money, except unsecured current obligations and Liabilities incurred in the ordinary course of business, consistently with past practice; (fj) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Venaxis Interim Balance Sheet, except for the consummation of the transactions contemplated by the Venaxis Building Sale Contract and the sale of inventory other than in the Ordinary Course ordinary course of Businessbusiness, or cancellation of any amount owed to that Company; (gk) cancellation, amendment, termination, transfer or waiver assignment of any rights under, any material Debts or Claims; (h) transfer, assignment or grant of any license or sublicense of any material rights under or with respect to any Company Intellectual Property or Company IP Agreement; (l) abandonment or lapse of or failure to maintain in full force and effect any Company IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality or value of any Trade Secret included in the Company Intellectual Property; (im) material damage, destruction or loss, or any interruption in use, of any assets, loss (whether or not covered by insurance insurance) to that would constitute a Material Adverse EffectCompany’s property; (jn) any capital investment in, or any loan to, any other Person; (o) acceleration, termination, material modification to to, or cancellation of any Material Contract to which the Company is a party or Permitby which it is bound; (kp) any material capital expendituresexpenditure; (lq) imposition of any Encumbrance upon any of the that Company’s properties or assets, tangible or intangible; (mr) (i) grant of any bonusesbonus, whether monetary or otherwise, or any increase in any wages, salary, severance, pension, or other compensation or benefits in respect of any that Company’s current or former employee employees, officers, managers, independent contractors, or current or former independent contractorconsultants, other than as provided for in any written agreements agreement or consistent with past practice, required by applicable Law or change in (ii) action to accelerate the terms vesting or payment of consultancy any compensation or benefit for any current or former employee, officer, manager, independent contractorcontractor or consultant; (ns) entry into hiring or promoting any person with or to a salary exceeding $40,000; (t) except as required by applicable Law, adoption, modification or termination of any: (i) employment, severance, retention, or other agreement with any employment current or consulting agreementformer employee, officer, manager, independent contractor, or consultant, (ii) Benefit Plan, or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral, or modification of the terms of any such existing agreement; (ou) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any current or former employee of its members or current or former independent contractormanagers, officers, and employees (excluding ordinary compensation and benefits, as disclosed herein, or any IP Assignment); (pv) entry into a new line of business or abandonment or discontinuance of existing lines of business; (w) adoption of any plan of merger, consolidation, reorganization, liquidation liquidation, or dissolution or filing of a petition in bankruptcy under any provisions provision of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any such or similar Law; (qx) purchase, lease lease, or other acquisition of the right to own, use use, or lease any property or assets for an amount in excess of exceeding $25,0005,000, individually (in the case of a lease, per annumyear) or $100,000 50,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for the consummation of the transactions contemplated by the Venaxis Building Sale Contract and purchases of inventory or supplies in the Ordinary Course ordinary course of Businessbusiness consistent with past practice; (ry) adoptionacquisition by merger or consolidation with, amendmentor by purchase of a substantial portion of the assets, modification stock or termination other equity of, or by any other manner, any business or any Person or any division thereof; (z) incurrence of any bonusliability for Taxes, profit sharingother than in the ordinary course of business or contemplated by this Agreement, incentivemaking or rescinding of any Tax election, severancechange of any annual accounting period, adoption or change of any method of accounting or transfer pricing practice or policy or reversing of any accruals (except as required by a change in Law or GAAP), filing of any amended Tax Returns, entering into any Tax Sharing Agreement, Tax abatement, Tax holiday, or other planTax exclusion or similar type agreement, Contract signing or commitment for the benefit entering into any closing agreement or settlement agreement, settling or compromising any claim or assessment of Tax liability, surrender of any current right to claim a refund, offset or former employee other reduction in liability, or current consent to any extension or former independent contractor (waiver of the limitations period applicable to any claim or any such action taken assessment, in each case with respect to Taxes; (aa) application, finalization, cancellation, or funding (or additional funding) of, or with respect to, any other Venaxis Benefit Plan)PPP Loan; or (sbb) except as set forth in Disclosure Schedule 4.08(s), any Contract to do any of the foregoing, or any action or omission (including any such action or omission where such action or omission to act could reasonably be expected to have the effect of increasing any current or future Tax liability or decreasing any present or future Tax benefit for any Company or any of its subsidiaries or the Buyer or its Affiliates) that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since Except as expressly contemplated by this Agreement or as set forth on Section 3.08 of the Venaxis Disclosure Schedules, from the Interim Balance Sheet Date, and other than the Company has operated in the Ordinary Course ordinary course of Business, business consistent with past practice and there has not been been, with respect to the Company, any: (a) event, occurrence or development that has had, had or could would reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect; (b) amendment of the Organizational Documents of the Company; (c) split, combination or reclassification of any equity interests in the Company; (d) issuance, sale or other disposition of, or creation of any Lien on, any equity interests in the Company, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any membership interests in the Company; (e) declaration or payment of any distributions on or in respect of any equity interest in the Company, or redemption, purchase or acquisition of any outstanding equity interests in the Company; (f) material change in any method of accounting or accounting practice for its businessof the Company, except as required by GAAP, which negatively affected its businessGAAP or applicable Law or as disclosed in the notes to the Financial Statements; (cg) material change in cash management practices and of the Company, or any of their policies, practices and procedures with respect to recordation or collection of Accounts Receivableaccounts receivable, establishment of reserves for uncollectible Accounts Receivableaccounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (dh) except as set forth in Section 3.08(h) of the Disclosure Schedules, entry into any Contract that would constitute a Material Venaxis Contract; (ei) except as set forth in Section 3.08(i) of the Disclosure Schedules, incurrence, assumption or guarantee of any material Debtindebtedness for borrowed money in an except (i) unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice and (ii) Related Party Indebtedness; (fj) except as set forth in Section 3.08(j) of the Disclosure Schedules, transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Venaxis Interim Balance Sheet, except for the consummation Sheet of the transactions contemplated by Company or cancellation of any debts (except possibly in connection with the Venaxis Building Sale Contract and the sale elimination of inventory in the Ordinary Course of BusinessRelated Party Indebtedness) or entitlements; (g) cancellation, amendment, termination, or waiver of any rights under, any material Debts or Claims; (hk) transfer, assignment or grant of any license or sublicense of any material rights under or with respect to any Company Intellectual PropertyProperty or Company IP Agreements; (il) material damage, destruction or loss, or any interruption in use, of any assets, loss (whether or not covered by insurance that would constitute a Material Adverse Effectinsurance) to its property; (jm) any capital investment in, or any loan to, any other Person; (n) acceleration, termination, material modification to or cancellation of any Material Contract to which the Company is a party or Permitby which it is bound; (ko) any material capital expenditures; (lp) imposition of any Encumbrance Lien upon any properties or assets, tangible or intangible, of the assetsCompany; (mq) hiring or promoting any person as an officer except to fill a vacancy in the ordinary course of business; (i) grant of any bonusesbonus, whether monetary or otherwise, or any increase in any wages, salary, severance, pension or other compensation or benefits in respect of any its current or former employee employees, officers, managers, independent contractors or current or former independent contractorconsultants, other than (A) as provided for in any written agreements or required by applicable Law in the ordinary course of business or (B) increases in compensation made to non-officer employees in the ordinary course of business consistent with past practice, or (ii) change in the terms of consultancy employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $100,000 per annum, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, manager, independent contractorcontractor or consultant, except as set forth on Section 3.08(r) of the Disclosure Schedules; (ns) entry into adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any employment current or consulting agreementformer employee, officer, manager, independent contractor or consultant, except in the ordinary course of business consistent with past practice, (ii) Benefit Plan, the effect of which in the aggregate would increase the obligations of the Company by more than ten percent (10%) of its existing annual obligations of such plans or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral, or modification of the terms of any such existing agreement; (ot) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any current or former employee of its members or current or former independent contractormanagers, officers and employees (other than the payment of compensation to officers and employees in the ordinary course of business) and except as set forth in Section 3.08(t) of the Disclosure Schedules; (pu) except as set forth in Section 3.08(u) of the Disclosure Schedules, entry into a new line of business or abandonment or discontinuance of the existing line of business; (v) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (qw) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $25,000, individually (in the case of a lease, per annum) or $100,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for the consummation of the transactions contemplated by the Venaxis Building Sale Contract and purchases of inventory or supplies in the Ordinary Course ordinary course of Businessbusiness consistent with past practice; (rx) adoptionacquisition by merger or consolidation with, amendmentor by purchase of a substantial portion of the assets, modification stock or termination other equity of, or by any other manner, any business or any Person or any division thereof; (y) action by the Company to make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reduce any Tax asset of Buyer in respect of any bonus, profit sharing, incentive, severance, or other plan, Contract or commitment for the benefit of any current or former employee or current or former independent contractor (or any such action taken with respect to any other Venaxis Benefit Plan)Post-Closing Tax Period; or (sz) except as set forth in Disclosure Schedule 4.08(s), any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.