Common use of Absence of Certain Developments Clause in Contracts

Absence of Certain Developments. Except as contemplated by this Agreement and as contemplated by the Commission Documents, since February 28, 2002, through the date immediately preceding each Closing Date, the Company has not (a) issued any stock, options, bonds or other corporate securities other than as reflected in Section 6.2 hereof, (b) borrowed any amount or incurred or became subject to any Liabilities (absolute, accrued or contingent), other than current Liabilities incurred in the ordinary course of business and Liabilities under contracts entered into in the ordinary course of business, (c) discharged or satisfied any material Lien or adverse claim or paid any obligation or Liability (absolute, accrued or contingent), other than current Liabilities shown on the Balance Sheet and current Liabilities incurred in the ordinary course of business, (d) declared or made any payment or distribution of cash or other property to the stockholders of the Company or purchased or redeemed any securities of the Company, (e) mortgaged, pledged or subjected to any material Lien or adverse claim any of its properties or assets, except for Liens for taxes not yet due and payable or otherwise in the ordinary course of business, (f) sold, assigned or transferred any of its assets, tangible or intangible, except in the ordinary course of business or in an amount less than $250,000, (g) suffered any extraordinary losses or waived any rights of material value other than in the ordinary course of business, (h) made any capital expenditures or commitments therefore other than in the ordinary course of business or in an amount less than $250,000, (i) entered into any other transaction other than in the ordinary course of business in an amount less than $250,000 or entered into any material transaction, whether or not in the ordinary course of business, (j) made any charitable contributions or pledges, (k) suffered any damages, destruction or casualty loss, whether or not covered by insurance, affecting any of the properties or assets of the Company or any other properties or assets of the Company which could, individually or in the aggregate, have or result in a Material Adverse Effect, (l) made any material change in the nature or operations of the business of the Company, (m) participated in any transaction that would have a Material Adverse Effect or otherwise acted outside the ordinary course of business, (n) the Company has not increased the compensation of any of its officers or the rate of pay of any of its employees, except as part of regular compensation increases in the ordinary course of business, (o) entered into any agreement or commitment to do any of the foregoing.

Absence of Certain Developments. Except as contemplated by this Agreement and as contemplated by disclosed in Schedule 2.8 or in the Commission DocumentsFinancial Statements, since February 28, 2002, through the date immediately preceding each Closing Dateof the latest Financial Statements, (a) there has been no material adverse change in the financial condition of either the Company or any of the Operating Subsidiaries, (b) neither the Company nor any Operating Subsidiary has incurred any material liabilities or material contingent liabilities, (c) the Company has not (a) issued declared any dividends or purchased any of its capital stock, options, bonds or other corporate securities other than as reflected in Section 6.2 hereof, (b) borrowed any amount or incurred or became subject to any Liabilities (absolute, accrued or contingent), other than current Liabilities incurred in the ordinary course of business and Liabilities under contracts entered into in the ordinary course of business, (c) discharged or satisfied any material Lien or adverse claim or paid any obligation or Liability (absolute, accrued or contingent), other than current Liabilities shown on the Balance Sheet and current Liabilities incurred in the ordinary course of business, (d) declared or made any payment or distribution of cash or other property to the stockholders of neither the Company or purchased or redeemed nor any securities of the Company, (e) mortgaged, pledged or subjected to any material Lien or adverse claim any of its properties or assets, except for Liens for taxes not yet due and payable or otherwise in the ordinary course of business, (f) sold, assigned or transferred any of its assets, tangible or intangible, except in the ordinary course of business or in an amount less than $250,000, (g) suffered any extraordinary losses or waived any rights of material value other than in the ordinary course of business, (h) made any capital expenditures or commitments therefore other than in the ordinary course of business or in an amount less than $250,000, (i) entered into any other transaction other than in the ordinary course of business in an amount less than $250,000 or Operating Subsidiary has entered into any material transaction, whether or not in the ordinary course of business, (j) made any charitable contributions or pledges, (k) suffered any damages, destruction or casualty loss, whether or not covered by insurance, affecting any of the properties or assets of the Company or any other properties or assets of the Company which could, individually or in the aggregate, have or result in a Material Adverse Effect, (l) made any material change in the nature or operations of the business of the Company, (m) participated in any transaction that would have a Material Adverse Effect or otherwise acted transactions outside the ordinary course of business, (ne) neither the Company nor any Operating Subsidiary has not increased waived a valuable right or cancelled any debt or claim held by the Company or any Operating Subsidiary, (f) neither the Company nor any Operating Subsidiary has made a loan to any officer, director, employee or shareholder of the Company, or any agreement or commitment therefor, (g) neither the Company nor any Operating Subsidiary has had or committed to any increase, direct or indirect, in the compensation paid or payable to any officer, director, employee or agent of the Company or any of its officers or the rate of pay of any of its employeesOperating Subsidiary, except as part required by written employment agreements to which the Company or any Operating Subsidiary is a party (and which such increases are described in Schedule 2.8), (h) neither the Company nor any Operating Subsidiary has had any material loss, destruction or damage to any property, whether or not insured, (i) neither the Company nor any Operating Subsidiary has had any change in personnel or the terms and conditions of regular compensation increases their employment, (j) neither the Company nor any Operating Subsidiary has had any acquisition or disposition of any assets (or any contract or arrangement therefor), or any other transaction otherwise than for fair value in the ordinary course of business, and (ok) entered into neither the Company nor any agreement or commitment Operating Subsidiary has committed itself to do any of the foregoing(a) through (j) above.

Absence of Certain Developments. Except as contemplated by this Agreement and as contemplated by the Commission Documentsset forth on Schedule ------------------------------- -------- 5.6, since February 28December 31, 20021998, through neither the date immediately preceding each Closing DateCompany nor the Subsidiaries has --- suffered any change or development in its business, financial condition, or results of operations which has had a Material Adverse Effect. Except as set forth on Schedule 5.6, since December 31, 1998, the Company has and the Subsidiaries ------------ have conducted their business in the ordinary and usual course consistent with past practices and have not (a) issued sold, leased, transferred or otherwise disposed of any stock, options, bonds or other corporate securities of the assets (other than as reflected in Section 6.2 hereof, (b) borrowed any amount or incurred or became subject to any Liabilities (absolute, accrued or contingent), other than current Liabilities incurred dispositions in the ordinary course of business and Liabilities under contracts entered into consistent with past practices), (b) terminated or amended in any material respect any material contract or lease to which the ordinary course of businessCompany or the Subsidiaries is a party or to which it is bound or to which its properties are subject, (c) discharged suffered any loss, damage or satisfied any material Lien destruction, whether or adverse claim or paid any obligation or Liability (absolutenot covered by insurance, accrued or contingent), other than current Liabilities shown on the Balance Sheet and current Liabilities incurred in the ordinary course of businesswhich have had a Material Adverse Effect, (d) declared or made any payment change in the accounting methods or distribution of cash practices it follows, whether for general financial or other property to the stockholders of the Company or purchased or redeemed any securities of the Companytax purposes, (e) mortgaged, pledged or subjected to incurred any material Lien or adverse claim any of its properties or assets, except for Liens for taxes not yet due and payable or otherwise in the ordinary course of business, liabilities (f) sold, assigned or transferred any of its assets, tangible or intangible, except other than in the ordinary course of business or contractual liabilities) which, individually or in an amount less the aggregate, have had a Material Adverse Effect, (f) incurred, created or suffered to exist any Encumbrances (other than $250,000non-material Encumbrances) on its assets, (g) suffered increased the compensation payable or to become payable to any extraordinary losses of its officers or waived employees or increased any rights bonus, severance, accrued vacation, insurance, pension or other employee benefit plan, payment or arrangement made by the Company or any of material value other than in the Subsidiaries for or with any such officers or employees out of the ordinary course of business, (h) suffered any labor dispute, strike, or other work stoppage, (i) made or obligated itself to make any capital expenditures in excess of $2,500,000 individually or commitments therefore in the aggregate, (j) entered into any contract or other agreement requiring the Company or a Subsidiary to make payments in excess of $500,000 per annum, individually or in the aggregate, other than in the ordinary course of business or in an amount less than $250,000, (i) entered into any other transaction other than in the ordinary course of business in an amount less than $250,000 or entered into any material transaction, whether or not in the ordinary course of business, (j) made any charitable contributions or pledgesconsistent with past practices, (k) suffered paid any damages, destruction or casualty lossdividends, whether in cash or not covered by insuranceproperty, affecting on account of, or repurchased any of of, the properties Common Stock, or assets of the Company or any other properties or assets of the Company which could, individually or in the aggregate, have or result in a Material Adverse Effect, (l) made any material change in the nature or operations of the business of the Company, (m) participated in any transaction that would have a Material Adverse Effect or otherwise acted outside the ordinary course of business, (n) the Company has not increased the compensation of any of its officers or the rate of pay of any of its employees, except as part of regular compensation increases in the ordinary course of business, (o) entered into any agreement or commitment to do any of the foregoing.

Absence of Certain Developments. Except as contemplated by this Agreement and as contemplated by the Commission Documentsspecifically ------------------------------- disclosed in SCHEDULE 2.12, since February 28December 31, 2002, through the date immediately preceding each Closing Date, the Company 1996 there has not been (ai) issued any stock, options, bonds or other corporate securities other than as reflected in Section 6.2 hereof, (b) borrowed any amount or incurred or became subject to any Liabilities (absolute, accrued or contingent), other than current Liabilities incurred no material adverse change in the ordinary course of business and Liabilities under contracts entered into in the ordinary course of assets, liabilities, properties, business, prospects or condition (cfinancial or otherwise) discharged or satisfied any material Lien or adverse claim or paid any obligation or Liability (absolute, accrued or contingent), other than current Liabilities shown on the Balance Sheet and current Liabilities incurred in the ordinary course of business, (d) declared or made any payment or distribution of cash or other property to the stockholders of the Company or purchased or redeemed any securities of the Company, (e) mortgaged, pledged or subjected to any material Lien or adverse claim any of its properties or assets, except for Liens for taxes not yet due and payable or otherwise in the ordinary course of businessSubsidiaries, (fii) soldno declaration, assigned setting aside or transferred payment of any dividend or other distribution with respect to, or any direct or indirect redemption or acquisition of, any of the capital stock of the Company or any of its assetsSubsidiaries, tangible (iii) no waiver of any valuable right of the Company or intangibleany of its Subsidiaries or the cancellation of any debt or claim held by the Company or any of its Subsidiaries, except (iv) no loan by the Company or any of its Subsidiaries to any officer, director, employee or shareholder of the Company or any of its Subsidiaries, or any agreement or commitment therefor, (v) other than pursuant to the current contractual obligations set forth on SCHEDULE 2.12 or as otherwise set forth on SCHEDULE 2.12, no increase, direct or indirect, in the ordinary course compensation paid or payable to any officer, director, employee or agent of business the Company or in an amount less than $250,000any of its Subsidiaries, (gvi) suffered no material loss, destruction or damage to any extraordinary losses property of the Company or waived any rights of its Subsidiaries, whether or not insured, (vii) no strikes, work stoppages, union organizing or recognition efforts involving the Company or any of its Subsidiaries and no material value change in the personnel of the Company or any of its Subsidiaries or the terms and conditions of any employment contracts to which any of them are parties, (viii) no investment by the Company in any equity interest of any person or any change in any such investment held by the Company as of December 31, 1996, and (ix) no acquisition or disposition of any material assets (or any contract or arrangement therefor) nor any other transaction by the Company or any of its Subsidiaries otherwise than in the ordinary course of business, (h) made any capital expenditures or commitments therefore other than in the ordinary course of business or in an amount less than $250,000, (i) entered into any other transaction other than in the ordinary course of business in an amount less than $250,000 or entered into any material transaction, whether or not in the ordinary course of business, (j) made any charitable contributions or pledges, (k) suffered any damages, destruction or casualty loss, whether or not covered by insurance, affecting any of the properties or assets of the Company or any other properties or assets of the Company which could, individually or in the aggregate, have or result in a Material Adverse Effect, (l) made any material change in the nature or operations of the business of the Company, (m) participated in any transaction that would have a Material Adverse Effect or otherwise acted outside the ordinary course of business, (n) the Company has not increased the compensation of any of its officers or the rate of pay of any of its employees, except as part of regular compensation increases in the ordinary course of business, (o) entered into any agreement or commitment to do any of the foregoing.

Absence of Certain Developments. Except Since the Balance Sheet Date and except as contemplated by this Agreement and except as contemplated set forth on Schedule 2.19, there has been (i) no material adverse change in the condition (financial or otherwise) of the Company or in the assets, liabilities, properties, or business of the Company, (ii) no declaration, setting aside, or payment of any dividend or other distribution with respect to, or any direct or indirect redemption or acquisition of, any of the capital stock of the Company and no undertaking by the Commission DocumentsCompany to do any of the foregoing, since February 28, 2002, through the date immediately preceding each Closing Date, (iii) no waiver of any valuable right of the Company has not (a) issued or cancellation of any stock, options, bonds debt or other corporate securities other than as reflected in Section 6.2 hereofclaim held by the Company, (biv) borrowed any amount or incurred or became subject no loan by the Company to any Liabilities officer, director, employee, or stockholder of the Company, or any agreement or commitment therefor, (absolutev) no increase, accrued direct or contingentindirect, or modification in the compensation or benefits paid or payable to any officer, director, employee, or agent of the Company, (vi) no material loss, destruction, or damage to any property of the Company whether or not insured, (vii) no labor disputes involving the Company and no material change in the personnel of the Company or the terms and conditions of their employment, (viii) no acquisition or disposition of any material assets (or any contract or arrangement therefor), other than current Liabilities incurred in the ordinary course of business and Liabilities under contracts entered into (ix) no material change, except in the ordinary course of business, in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise, (cx) discharged no debt, obligation, or satisfied any material Lien liability incurred, assumed or adverse claim or paid any obligation or Liability (absoluteguaranteed by the Company, accrued or contingent), other than except for immaterial amounts and for current Liabilities shown on the Balance Sheet and current Liabilities liabilities incurred in the ordinary course of business, (dxi) declared no sale, assignment or made exclusive license or transfer of any payment or distribution of cash patents, trademarks, copyrights, trade secrets or other property to the stockholders of the Company or purchased or redeemed any securities intangible assets of the Company, (exii) mortgagedno termination or change in any Material Contract to which the Company is a party or by which it is bound which materially and adversely affects the business, pledged or subjected to any material Lien or adverse claim any of its properties or assets, except for Liens for taxes not yet due and payable or otherwise in the ordinary course of businessliabilities, (f) soldfinancial condition, assigned or transferred any of its assets, tangible or intangible, except in the ordinary course of business or in an amount less than $250,000, (g) suffered any extraordinary losses or waived any rights of material value other than in the ordinary course of business, (h) made any capital expenditures or commitments therefore other than in the ordinary course of business or in an amount less than $250,000, (i) entered into any other transaction other than in the ordinary course of business in an amount less than $250,000 or entered into any material transaction, whether or not in the ordinary course of business, (j) made any charitable contributions or pledges, (k) suffered any damages, destruction or casualty loss, whether or not covered by insurance, affecting any of the properties or assets of the Company or any other properties or assets of the Company which could, individually or in the aggregate, have or result in a Material Adverse Effect, (l) made any material change in the nature prospects or operations of the business of the Company, (mxiii) participated in no event or condition of any transaction that would have a Material Adverse Effect character that, to the Company’s knowledge, either individually or otherwise acted outside cumulatively, has materially and adversely affected the ordinary course of business, assets, liabilities or financial condition, prospects or operations of the Company, (nxiv) no change in the accounting methods or practices followed by the Company, and (xv) no arrangement or commitment by the Company has not increased the compensation of any of its officers or the rate of pay of any of its employees, except as part of regular compensation increases in the ordinary course of business, (o) entered into any agreement or commitment to do any of the foregoingacts described in subsections (i) through (xiv) above.

Absence of Certain Developments. Except as contemplated by this Agreement and set forth on Schedule 5.19 since March 31, 2003, neither the Company nor its Subsidiaries have suffered any change or development which has had a Material Adverse Effect. Except as contemplated by the Commission Documentsset forth on Schedule 5.19, since February 28March 31, 2002, through the date immediately preceding each Closing Date2003, the Company has and its Subsidiaries have conducted their business in the ordinary and usual course consistent with past practices and have not (a) issued sold, leased, transferred or otherwise disposed of any stock, options, bonds or other corporate securities of the assets (other than as reflected in Section 6.2 hereof, (b) borrowed any amount or incurred or became subject to any Liabilities (absolute, accrued or contingent), other than current Liabilities incurred dispositions in the ordinary course of business and Liabilities under contracts entered into consistent with past practices), (b) terminated or amended in any material respect any Material Contract or lease to which the ordinary course Company or any of businessits Subsidiaries is a party or to which it is bound or to which its properties are subject, (c) discharged suffered any loss, damage or satisfied any material Lien destruction, whether or adverse claim or paid any obligation or Liability (absolutenot covered by insurance, accrued or contingent), other than current Liabilities shown on the Balance Sheet and current Liabilities incurred in the ordinary course of businesswhich has had a Material Adverse Effect, (d) declared or made any payment change in the accounting methods or distribution of cash practices it follows, whether for general financial or other property to the stockholders of the Company or purchased or redeemed any securities of the Companytax purposes, (e) mortgaged, pledged or subjected to incurred any material Lien or adverse claim any of its properties or assets, except for Liens for taxes not yet due and payable or otherwise in the ordinary course of business, liabilities (f) sold, assigned or transferred any of its assets, tangible or intangible, except other than in the ordinary course of business or contractual liabilities) which, individually or in an amount less the aggregate, have had a Material Adverse Effect, (f) incurred, created or suffered to exist any Encumbrances (other than $250,000non-material Encumbrances) on its assets, (g) suffered increased the compensation payable or to become payable to any extraordinary losses of its officers or waived employees or increased any rights bonus, severance, accrued vacation, insurance, pension or other employee benefit plan, payment or arrangement made by the Company or any of material value other than in its Subsidiaries for or with any such officers or employees out of the ordinary course of business, (h) suffered any labor dispute, strike, or other work stoppage, (i) made or obligated itself to make any capital expenditures in excess of $200,000 individually, (j) entered into any contract or commitments therefore other agreement requiring the Company or a Subsidiary to make payments in excess of $200,000 individually, other than in the ordinary course of business or in an amount less than $250,000, (i) entered into any other transaction other than in the ordinary course of business in an amount less than $250,000 or entered into any material transaction, whether or not in the ordinary course of business, (j) made any charitable contributions or pledgesconsistent with past practices, (k) suffered paid any damages, destruction or casualty lossdividends, whether in cash or not covered by insuranceproperty, affecting on account of, or repurchased any of of, the properties Common Stock, or assets of the Company or any other properties or assets of the Company which could, individually or in the aggregate, have or result in a Material Adverse Effect, (l) made any material change in the nature or operations of the business of the Company, (m) participated in any transaction that would have a Material Adverse Effect or otherwise acted outside the ordinary course of business, (n) the Company has not increased the compensation of any of its officers or the rate of pay of any of its employees, except as part of regular compensation increases in the ordinary course of business, (o) entered into any agreement or commitment to do any of the foregoing.

Absence of Certain Developments. Except as contemplated by this Agreement and specifically disclosed ------------------------------- in Schedule 2.12, since December 31, 1996 there has been (i) no material adverse change in the assets, liabilities, properties or financial condition of the Company or any of its Subsidiaries, (ii) no declaration, setting aside or payment of any dividend or other distribution with respect to, or any direct or indirect redemption or acquisition of, any of the capital stock of the Company or any of its Subsidiaries (except as contemplated set forth in Section 7.5 hereof), (iii) no waiver of any valuable right of the Company or any of its Subsidiaries or the cancellation of any debt or claim held by the Commission DocumentsCompany or any of its Subsidiaries (including any settlement of any claims or litigation), since February 28, 2002, through the date immediately preceding each Closing Date, (iv) no loan by the Company has not or any of its Subsidiaries to any officer, director, employee or stockholder of the Company or any of its Subsidiaries, or any agreement or commitment therefor, (av) issued any stock, options, bonds or other corporate securities other than pursuant to the current contractual obligations set forth on Schedule 2.12 and 2.26 (Exhibit A), no increase, direct or indirect, in the compensation paid or payable to any officer, director, employee, person or entity performing services as reflected in Section 6.2 hereofan independent contractor, consultant or agent of the Company or any of its Subsidiaries, (bvi) borrowed any amount no loss, destruction or incurred or became subject damage to any Liabilities (absoluteproperty of the Company or any of its Subsidiaries, accrued whether or contingent), other than current Liabilities incurred not insured in excess of $25,000 in the ordinary course aggregate, (vii) no strikes, work stoppages, slow downs, lockouts, union organizing or recognition efforts, grievance procedures, claims of business unfair labor practices or similar incidents of significant labor difficulty of any nature whatsoever involving the Company or any of its Subsidiaries and Liabilities under no material change in the personnel of the Company or any of its Subsidiaries or the terms and conditions of any collective bargaining agreements, employment contracts entered into or independent contractor or consulting agreements to which any of them are parties, (viii) no acquisition or disposition of any assets (or any contract or arrangement therefor) nor any other transaction by the Company or any of its Subsidiaries otherwise than in the ordinary course of business, (cix) discharged no creation, incurrence, guarantee or satisfied assumption of any material Lien indebtedness by the Company or adverse claim or paid any obligation or Liability of its Subsidiaries for borrowed money (absolute, accrued or contingentother than pursuant to existing credit facilities), (x) no amendment, cancellation or termination of any contract, license or other than current Liabilities shown on instrument material to the Balance Sheet and current Liabilities incurred Company or any of its Subsidiaries, (xi) no change in accounting methods or practices by the ordinary course Company or any of its Subsidiaries affecting their respective assets, liabilities or business, (dxii) declared no revaluation by the Company or made any payment of its Subsidiaries of any of their respective assets, including without limitation, writing off notes or distribution of cash accounts receivable, (xiii) no mortgage, pledge or other property to the stockholders encumbrance of any material assets of the Company or purchased or redeemed any securities of the Companyand its Subsidiaries, (exiv) mortgagedno increase or change in any assumptions underlying or methods of calculating any bad debt, pledged contingency or subjected to any material Lien or adverse claim any of its properties or assetsother reserves, except for Liens for taxes not yet due and payable or otherwise in the ordinary course of business, (f) sold, assigned or transferred any of its assets, tangible or intangible, except in the ordinary course of business or in an amount less than $250,000, (g) suffered any extraordinary losses or waived any rights of material value other than in the ordinary course of business, and (hxv) made no payment, discharge or satisfaction of any capital expenditures or commitments therefore liabilities other than the payment, discharge or satisfaction (1) in the ordinary course of business and consistent with the past practice of liabilities reflected or reserved against in an amount less than $250,000, (i) entered into any other transaction other than the Base Balance Sheet or incurred in the ordinary course of business in an amount and consistent with the past practice since December 31, 1996 and (2) of other liabilities involving $50,000 or less than singly and $250,000 100,000 or entered into any material transaction, whether or not in the ordinary course of business, (j) made any charitable contributions or pledges, (k) suffered any damages, destruction or casualty loss, whether or not covered by insurance, affecting any of the properties or assets of the Company or any other properties or assets of the Company which could, individually or less in the aggregate, have or result in a Material Adverse Effect, (l) made any material change in the nature or operations of the business of the Company, (m) participated in any transaction that would have a Material Adverse Effect or otherwise acted outside the ordinary course of business, (n) the Company has not increased the compensation of any of its officers or the rate of pay of any of its employees, except as part of regular compensation increases in the ordinary course of business, (o) entered into any agreement or commitment to do any of the foregoing.

Absence of Certain Developments. Except as contemplated by this Agreement and as contemplated by the Commission Documents, since February 28June 30, 20022001, through the date immediately preceding each Closing Date, the Company has not (a) issued any stock, options, bonds or other corporate securities other than as reflected in Section 6.2 hereof, (b) borrowed any amount or incurred or became subject to any Liabilities (absolute, accrued or contingent), other than current Liabilities incurred in the ordinary course of business and Liabilities under contracts entered into in the ordinary course of business, (c) discharged or satisfied any material Lien or adverse claim or paid any obligation or Liability (absolute, accrued or contingent), other than current Liabilities shown on the Balance Sheet and current Liabilities incurred in the ordinary course of business, (d) declared or made any payment or distribution of cash or other property to the stockholders of the Company or purchased or redeemed any securities of the Company, (e) mortgaged, pledged or subjected to any material Lien or adverse claim any of its properties or assets, except for Liens for taxes not yet due and payable or otherwise in the ordinary course of business, (f) sold, assigned or transferred any of its assets, tangible or intangible, except in the ordinary course of business or in an amount less than $250,000, (g) suffered any extraordinary losses or waived any rights of material value other than in the ordinary course of business, (h) made any capital expenditures or commitments therefore therefor other than in the ordinary course of business or in an amount less than $250,000, (i) entered into any other transaction other than in the ordinary course of business in an amount less than $250,000 or entered into any material transaction, whether or not in the ordinary course of business, (j) made any charitable contributions or pledges, (k) suffered any damages, destruction or casualty loss, whether or not covered by insurance, affecting any of the properties or assets of the Company or any other properties or assets of the Company which could, individually or in the aggregate, have or result in a Material Adverse Effect, (l) made any material change in the nature or operations of the business of the Company, (m) participated in any transaction that would have a Material Adverse Effect or otherwise acted outside the ordinary course of business, (n) the Company has not increased the compensation of any of its officers or the rate of pay of any of its employees, except as part of regular compensation increases in the ordinary course of business, (o) subject to the planned restatement of certain quarterly reports in fiscal year 2001 as disclosed by the Company in the press release announcing its fiscal year 2001 results, effected any material change in the accounting principles or practice of the Company except as required by reason of a change in GAAP or (p) entered into any agreement or commitment to do any of the foregoing.

Absence of Certain Developments. Except as contemplated by this Agreement and as contemplated by the Commission Documents, since February 28, 2002, through Since the date immediately preceding each Closing Dateof its incorporation, the Company has not (a) issued any stock, options, bonds or other corporate securities other than as reflected in Section 6.2 hereof, (b) borrowed any amount or incurred or became subject to any Liabilities (absolute, accrued or contingent), other than current Liabilities incurred conducted the Business in the ordinary course of business and Liabilities under contracts entered into there has not occurred any event or development that, individually or in the aggregate, has had or would reasonably be expected to have an adverse effect. Since the date of its incorporation, the Company has not, (a) sold, leased, assigned, disposed of or transferred (including transfers to the Company or any of its respective employees or Affiliates) any of its assets (whether tangible or intangible), except for sales of inventory in the ordinary course of business, ; (cb) discharged or satisfied any material Lien or adverse claim or paid any obligation or Liability (absolute, accrued or contingent), other than current Liabilities shown on the Balance Sheet and current Liabilities incurred in the ordinary course of business, (d) declared or made any payment or distribution of cash or other property except as pursuant to the stockholders of the Company or purchased or redeemed any securities of the Company, (e) Notes mortgaged, pledged or subjected to any material Lien or adverse claim any portion of its properties or assets, except for Liens for taxes not yet due and payable other than Permitted Liens; (c) committed to make or otherwise authorized any capital expenditure; (d) acquired (including, without limitation, by merger, consolidation, or acquisition of stock or assets) any interest in any Person or any division thereof or any assets, other than acquisitions of assets in the ordinary course of business; (e) except as pursuant to the Notes incurred any Indebtedness or assumed, guaranteed or endorsed the obligations of any Person; (f) entered into, amended, modified, accelerated or terminated any material Contract; (g) except as pursuant to the Notes granted, issued, sold, assigned pledged, disposed of, encumbered or transferred any equity securities, securities convertible, exchangeable or exercisable into equity securities, or warrants, options or other rights to acquire equity securities, of the Company; (h) declared, set aside, or distributed any dividend or other distribution (whether payable in cash, stock, property or a combination thereof) with respect to any of its assetscapital stock (or other equity securities), tangible or intangibleentered into any agreement with respect to the voting of its capital stock (or other equity securities); (i) reclassified, combined, split, subdivided or redeemed, purchased or otherwise acquired, directly or indirectly, any of its membership interests (or other equity securities); (j) waived, released, assigned, settled or compromised any material rights or claims, or any material litigation or arbitration; k) disclosed any trade secrets (including source code for any Company Product) or other proprietary and confidential information to any Person that is not subject to any confidentiality or non-disclosure agreement; (l) except as pursuant to the Notes transferred (by way of a License, assignment or otherwise) to any Person any right to any Company Intellectual Property, other than non-exclusive licenses of Company Intellectual Property entered into with customers of Company products in the ordinary course of business on Company’s standard form agreements; (m) made loans or advances to, guarantees for the benefit of, or any investments in, any Person; (n) forgave any loans to directors, officers, employees or any of their respective affiliates; (o) (1) accelerated or delayed collection of notes or accounts receivable in an amount less than $250,000, (g) suffered any extraordinary losses advance of or waived any rights of material value other than beyond their regular due dates or the dates when the same would have been collected in the ordinary course of business, ; (h2) made delayed or accelerated payment of any capital expenditures account payable in advance of its due date or commitments therefore other than in the ordinary course of business or in an amount less than $250,000, (i) entered into any other transaction other than in the ordinary course of business in an amount less than $250,000 or entered into any material transaction, whether or not date such liability would have been paid in the ordinary course of business, ; (j3) made any charitable contributions changes to cash management policies; (4) delayed or pledges, postponed the repair or maintenance of their properties; or (k5) suffered varied any damages, destruction or casualty loss, whether or not covered by insurance, affecting any of the properties or assets of the Company or any other properties or assets of the Company which could, individually or inventory purchase practices in the aggregate, have or result in a Material Adverse Effect, (l) made any material change respect from past practices; (p) made, changed or revoked any material Tax election; settled or compromised any claim, notice, audit report or assessment in the nature respect of material Taxes; changed any annual Tax accounting period, or operations adopted or changed any method of the business of the Company, (m) participated in Tax accounting; filed any transaction that would have a Material Adverse Effect or otherwise acted outside the ordinary course of business, (n) the Company has not increased the compensation of any of its officers or the rate of pay of any of its employees, except as part of regular compensation increases in the ordinary course of business, (o) amended material Tax Return; entered into any Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement or commitment closing agreement relating to any Tax; surrendered any right to claim a material Tax refund; or consented to any extension or waiver of the statute of limitations period applicable to any material Tax claim or assessment; or (q) agreed or committed to do any of the foregoing.. Stock Purchase Agreement 8

Absence of Certain Developments. Except (i) as expressly contemplated by this Agreement and Agreement, (ii) as contemplated by specifically disclosed in the Commission DocumentsCompany Filings filed with respect to periods ended on or after December 28, 2012 or (iii) as set forth on the attached Developments Schedule, since February December 28, 20022012, through the date immediately preceding each Closing Date, neither the Company has not nor any Subsidiary has: (ai) issued any stock, optionsnotes, bonds or other corporate debt securities or any Capital Stock or other than as reflected in Section 6.2 hereofequity securities or any securities convertible, exchangeable or exercisable into any Capital Stock or other equity securities; (bii) borrowed any amount or incurred or became become subject to any Liabilities (absolutematerial liabilities, accrued or contingent), other than except current Liabilities liabilities incurred in the ordinary course of business and Liabilities liabilities under contracts entered into in the ordinary course of business, ; (ciii) discharged or satisfied any material Lien or adverse claim or paid any material obligation or Liability (absolute, accrued or contingent)liability, other than current Liabilities shown on the Balance Sheet and current Liabilities incurred liabilities paid in the ordinary course of business, ; (div) declared or made any payment or distribution of cash (other than a distribution from a Subsidiary of the Company to the Company) or other property to the stockholders of the Company its equityholders with respect to its Capital Stock or other equity securities or purchased or redeemed any shares of its Capital Stock or other equity securities (including, without limitation, any warrants, options or other rights to acquire its Capital Stock or other equity securities), other than repurchases of Common Stock pursuant to Qualified Incentive Plans or employment agreements existing on the Company, date of this Agreement and disclosed in the Disclosure Schedules hereto or any employment or consulting agreements entered into in the ordinary course of business thereafter and approved by the Board; (ev) mortgaged, mortgaged or pledged or subjected to any material Lien or adverse claim any of its properties or assetsassets or subjected them to any Lien, except for Liens for taxes not yet due and payable or otherwise in the ordinary course of business, Permitted Liens; (fvi) sold, assigned or transferred any of its tangible assets, tangible or intangible, except in the ordinary course of business business, or in an amount less than $250,000, canceled any material debts or claims; (gvii) suffered any extraordinary losses or waived any rights of material value other than in the ordinary course of businessvalue, (h) made any capital expenditures whether or commitments therefore other than not in the ordinary course of business or consistent with past practice; (vii) made any loans or advances to, guarantees for the benefit of, or any Investments in, any Persons in excess of $50,000 in the aggregate; (ix) made any charitable contributions or pledges in excess of $50,000 in the aggregate; (x) suffered any damage, destruction or casualty loss exceeding in the aggregate $50,000, whether or not covered by insurance; (xi) terminated, amended or modified any agreement or other contract which would be required to be set forth on the Contracts Schedule if it were in effect on the date of this Agreement (ignoring, if applicable, any such termination, amendment or modification); (xii) made any material change in the accounting principles utilized by the Company in connection with the business of the Company and its Subsidiaries, made any change in the Company’s independent public accounting firm, had any disagreement with its independent public accounting firm over the Company’s and its Subsidiaries’ application of accounting principles or with the preparation of any of their financial statements that was required to be disclosed in such Company Filings, or, given notification to the Company’s audit committee of any facts with respect to the Company’s or its Subsidiaries’ financial statements or methods of accounting that could reasonably be expected to result in a restatement of or amendment to the Company’s or its Subsidiaries’ financial statements; (xii) made or changed any Tax election, changed an amount less than $250,000annual accounting period for Tax, adopted or changed any Tax accounting method, filed any amended Tax Return, entered into any closing agreement, settled any Tax claim or assessment relating to the Company or any of its Subsidiaries, surrendered any right to claim a refund of Taxes, consented to any extension or waiver of the limitation period applicable to any Tax claim or assessment relating to the Company or any of its Subsidiaries, or took any other similar action relating to the filing of any Tax Return or the payment of any Tax; (ixiii) received any written notice from the Securities and Exchange Commission in connection with any investigation or action by the Securities and Exchange Commission; (xiv) experienced any resignation or termination of employment of any of the Company’s executive officers or (xv) entered into any other transaction other than in the ordinary course of business in an amount less than $250,000 or entered into any material transaction, whether or not in the ordinary course of business, (j) made any charitable contributions or pledges, (k) suffered any damages, destruction or casualty loss, whether or not covered by insurance, affecting any of the properties or assets of the Company or any other properties or assets of the Company which could, individually or in the aggregate, have or result in a Material Adverse Effect, (l) made any material change in the nature or operations of the business of the Company, (m) participated in any transaction that would have a Material Adverse Effect or otherwise acted outside the ordinary course of business, (n) the Company has not increased the compensation of any of its officers or the rate of pay of any of its employees, except as part of regular compensation increases in the ordinary course of business, (o) entered into any agreement or commitment to do any of the foregoing.

Absence of Certain Developments. Except as contemplated by in or pursuant to this Agreement and as contemplated by the Commission DocumentsAgreement, since February 28March 31, 20022005, through the date immediately preceding each the Closing Date, neither the Company nor any Subsidiary has not (a) issued any stock, options, bonds or other corporate securities other than as reflected in Section 6.2 hereof, (b) borrowed any amount or incurred or became subject to any Liabilities (absolute, accrued or contingent), other than Transaction Liabilities, current Liabilities incurred in the ordinary course of business and Liabilities under contracts entered into in the ordinary course of business, (c) discharged or satisfied any material Lien or adverse claim or paid any obligation or Liability (absolute, accrued or contingent), other than current Liabilities shown on the Balance Sheet and current Liabilities incurred in the ordinary course of business, (d) declared or made any payment or distribution of cash or other property to the stockholders of the Company or purchased or redeemed any securities of the Company, (e) mortgaged, pledged or subjected to any material Lien or adverse claim any of its properties or assets, except for Liens for taxes not yet due and payable or otherwise in the ordinary course of business, (f) sold, assigned or transferred any of its assets, tangible or intangible, except in the ordinary course of business or in an amount less than $250,000, (g) suffered any extraordinary losses or waived any rights of material value other than in the ordinary course of business, (h) made any capital expenditures or commitments therefore therefor other than in the ordinary course of business or in an amount less than $250,000, (i) entered into any other transaction other than in the ordinary course of business in an amount less than $250,000 or entered into any material transaction, whether or not in the ordinary course of business, (j) made any charitable contributions or pledgespledges other than in the ordinary course of business, (k) suffered any damages, destruction or casualty loss, whether or not covered by insurance, affecting any of the its properties or assets of the Company or any other properties or assets of the Company which couldwhich, individually or in the aggregate, would reasonably be expected to have or result in a Material Adverse Effect, (l) made any material change in the nature or operations of the business of the Companyits business, (m) participated in any transaction that would reasonably be expected to have a Material Adverse Effect or otherwise acted outside the ordinary course of business, (n) the Company has not increased the compensation of any of its officers or the rate of pay of any of its employees, except as part of regular compensation increases in the ordinary course of business, or (o) entered into any agreement or commitment to do any of the foregoing.. DRAFT

Absence of Certain Developments. Except as for the transactions ------------------------------- contemplated by this Agreement and Agreement, or as contemplated by set forth in the Commission DocumentsFinancial Statements or in Schedule 5.6, since February 28, 2002, through the date immediately preceding each Closing Date, Balance Sheet Date neither the Company has not nor any ------------ Subsidiary has: (a) issued paid any stockobligation or liability (fixed or contingent) other than, options, bonds or other corporate securities discharged or satisfied any liens or encumbrances other than as reflected those securing, current liabilities, in Section 6.2 hereof, (b) borrowed any amount or incurred or became subject to any Liabilities (absolute, accrued or contingent), other than current Liabilities incurred each case in the ordinary course of business and Liabilities under contracts entered into in the ordinary course of businessconsistent with past practice; (b) declared, (c) discharged or satisfied any material Lien or adverse claim or paid any obligation or Liability (absolute, accrued or contingent), other than current Liabilities shown on the Balance Sheet and current Liabilities incurred in the ordinary course of business, (d) declared set aside or made any payment or other distribution to its shareholders as such, or purchased, redeemed or otherwise acquired any of cash its shares of capital stock, other securities or other property ownership interests, or obligated itself to the stockholders of the Company or purchased or redeemed any securities of the Company, do so; (ec) mortgaged, pledged or subjected to any material Lien lien, charge, security interest or adverse claim any of its properties or assets, except for Liens for taxes not yet due and payable or otherwise in the ordinary course of business, (f) sold, assigned or transferred other encumbrance any of its assets, tangible or intangible, except in the ordinary course of business consistent with past practice; (d) acquired, sold, transferred, assigned, conveyed or in an amount less than $250,000, (g) suffered leased or otherwise disposed of any extraordinary losses or waived any rights of material value other than its assets except in the ordinary course of businessbusiness consistent with past practice; (e) cancelled or compromised any debt or claim, or amended, canceled, terminated, relinquished, waived or released any contract or right except in the ordinary course of business consistent with past practice and which, in the aggregate, would not be material to the Company; (hf) made suffered any capital expenditures damage, destruction or commitments therefore loss (whether or not covered by insurance) involving property having a value in excess of $100,000 or which had or could reasonably be expected to have a Material Adverse Effect; (g) entered into any transaction or contract or conducted its business other than in the ordinary course of business consistent with past practice; (h) encountered any labor difficulties or in an amount less than $250,000, labor union organizing activities; (i) entered into issued or sold any shares of capital stock or other securities or granted any options, warrants or other purchase rights with respect thereto other than as contemplated by this Agreement; (j) made any acquisition or disposition of any material assets or become involved in any other transaction material transaction, other than for fair value in the ordinary course of business consistent with past practice; (k) awarded or paid any bonuses to employees of the Company and its Subsidiaries with respect to the period ended on the Balance Sheet Date or in an amount less than $250,000 respect of any period thereafter, except to the extent accrued on the Financial Statements, or entered into any material transactionemployment, whether deferred compensation, severance or not in similar agreement (nor amended any such agreement) or agreed to increase the ordinary course of business, (j) made any charitable contributions compensation payable or pledges, (k) suffered any damages, destruction or casualty loss, whether or not covered to become payable by insurance, affecting it to any of the properties Company's or assets of the Company or any other properties or assets of the Company which couldits Subsidiaries' directors, individually or in the aggregateofficers, have or result in a Material Adverse Effect, (l) made any material change in the nature or operations of the business of the Company, (m) participated in any transaction that would have a Material Adverse Effect or otherwise acted outside the ordinary course of business, (n) the Company has not increased the compensation of any of its officers or the rate of pay of any of its employees, except as part of regular compensation agents or representatives or agreed to increase the coverage or benefits available under any severance pay, termination pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus or other incentive compensation, insurance, pension or other employee benefit plan, payment or arrangement made to, for or with such directors, officers, employees, agents or representatives (other than normal increases in the ordinary course of businessbusiness consistent with past practice and that in the aggregate have not resulted in a material increase in the benefits or compensation expense of the Company and its Subsidiaries); (l) changed the accounting or tax reporting principles, methods or policies of the Company or any of its Subsidiaries; (m) failed to promptly pay and discharge current liabilities except where disputed in good faith by appropriate proceedings; (n) made any loans, advances or capital contributions to, or investments in, any Person (other than wholly-owned Subsidiaries) or paid any fees or expenses to any Affiliate of the Company or its Subsidiaries; (o) entered into made or committed to make any agreement capital expenditures or commitment capital additions or improvements in excess of $10,000; (p) instituted or settled any material legal actions, suits, arbitrations, claims or other legal, administrative or governmental proceedings; or (q) agreed to do any of the foregoingforegoing other than pursuant hereto.

Absence of Certain Developments. Except as contemplated by this Agreement and as contemplated by or disclosed in the 2005 10-K or the Commission Documents, since February 28September 30, 20022006, through the date immediately preceding each the Closing Date, the Company has not (a) issued any stock, options, bonds or other corporate securities other than as reflected in Section 6.2 hereofpursuant to the Option Plans, (b) borrowed any amount or incurred or became become subject to any Liabilities liabilities (absolute, accrued or contingent), other than current Liabilities liabilities incurred in the ordinary course of business and Liabilities liabilities under contracts entered into in the ordinary course of business, (c) discharged or satisfied any material Lien lien or adverse claim or paid any obligation or Liability liability (absolute, accrued or contingent), other than current Liabilities liabilities shown on the Balance Sheet Sheets and current Liabilities liabilities incurred in the ordinary course of business, (d) declared or made any payment or distribution of cash or other property to the stockholders of the Company or purchased or redeemed any securities of the Company, (e) mortgaged, pledged or subjected to any material Lien or adverse claim any of its properties or assets, except for Liens for taxes not yet due and payable or otherwise in the ordinary course of business, (f) sold, assigned or transferred any of its assets, tangible or intangible, except in the ordinary course of business or in an amount less EXECUTION VERSION than $250,000250,000 in the aggregate, (g) suffered any extraordinary losses or waived any rights of material value other than in the ordinary course of businessvalue, (h) made any capital expenditures or commitments therefore other than in the ordinary course of business or in an amount less than $250,000, (i) entered into any other transaction therefor other than in the ordinary course of business in an amount less than $250,000 or entered into any material transaction, whether or not in the ordinary course of business, (i) entered into any other transaction other than in an amount less than $250,000 in the aggregate, (j) made any charitable contributions or pledgespledges in an amount in excess of $50,000 in the aggregate, (k) suffered any damages, destruction or casualty loss, whether or not covered by insurance, affecting any of the properties or assets of the Company or any other properties or assets of the Company which could, individually or in the aggregate, have or result in a Material Adverse Effect, (l) made any material change in the nature or operations of the business of the Company, Company or (m) participated in any transaction that would have a Material Adverse Effect or otherwise acted outside the ordinary course of business, (n) the Company has not increased the compensation of any of its officers or the rate of pay of any of its employees, except as part of regular compensation increases in the ordinary course of business, (o) entered into any agreement or commitment to do any of the foregoing.

Absence of Certain Developments. Except as contemplated by or disclosed in this Agreement Agreement, the Schedules hereto and as contemplated by the Commission Documents, since February 28December 31, 2002, through the date immediately preceding each the Closing Date, neither the Company nor any of its Subsidiaries has not (a) , in any material respect, issued any stock, options, bonds or other corporate securities other than as reflected in Section 6.2 hereofpursuant to the Option Plans, (b) , in any material respect, borrowed any amount or incurred or became subject to any Liabilities liabilities (absolute, accrued or contingent), other than current Liabilities liabilities incurred in the ordinary course of business and Liabilities or liabilities under contracts entered into in the ordinary course of business, (c) , in any material respect, discharged or satisfied any material Lien lien or adverse claim or paid any obligation or Liability liability (absolute, accrued or contingent), other than current Liabilities liabilities shown on the Balance Sheet Sheets and current Liabilities liabilities incurred in the ordinary course of business, (d) declared or made any payment or distribution of cash or other property to the stockholders of the Company or purchased or redeemed any securities of the Company, (e) , in any material respect, mortgaged, pledged or subjected to any material Lien lien or adverse claim any of its properties or assets, except for Liens liens for taxes not yet due and payable or otherwise in the ordinary course of business, (f) sold, assigned or transferred any of its assets, tangible or intangible, except in the ordinary course of business or in an amount less than $250,000, (g) suffered any extraordinary losses or waived any rights of material value other than in the ordinary course of business, (h) made any capital expenditures or commitments therefore therefor other than in the ordinary course of business or in an amount less than $250,000, (i) entered into any other transaction other than in the ordinary course of business or in an amount less than $250,000 or entered into any material transaction, whether or not in the ordinary course of business, (j) made any material charitable contributions or pledges, (k) suffered any damages, destruction or casualty loss, whether or not covered by insurance, affecting any of the properties or assets of the Company or any other properties or assets of the Company which reasonably could, individually or in the aggregate, have or result in a Material Adverse Effect, (l) made any material change in the nature or operations of the business of the Company, Company or (m) participated in any transaction that would have a Material Adverse Effect or otherwise acted outside the ordinary course of business, (n) the Company has not increased the compensation of any of its officers or the rate of pay of any of its employees, except as part of regular compensation increases in the ordinary course of business, (o) entered into any agreement or commitment to do any of the foregoing.

Absence of Certain Developments. Except as contemplated by for entering into this Agreement and except as contemplated by disclosed on Schedule 3.8(a) hereof or in the Commission SEC Documents, since February 28March 31, 2002, through the date immediately preceding each Closing Date, the Company has not 1997: (a) issued any stock, options, bonds or other corporate securities other than as reflected in Section 6.2 hereof, (b) borrowed any amount or incurred or became subject to any Liabilities (absolute, accrued or contingent), other than current Liabilities incurred The Company has conducted its business in the ordinary course of business consistent with past practice and Liabilities under contracts entered into in the ordinary course of businesshas not: (i) declared, (c) discharged or satisfied any material Lien or adverse claim or set aside, paid any obligation or Liability (absolute, accrued or contingent), other than current Liabilities shown on the Balance Sheet and current Liabilities incurred in the ordinary course of business, (d) declared to a reserve fund or made any payment or distribution of cash or other property to the its stockholders or equity holders with respect to any class of the Company its Capital Stock or other equity interest or purchased or redeemed any securities shares of the Company, its Capital Stock or other equity interests; (eii) mortgaged, pledged or subjected suffered any substantial loss to any material Lien or adverse claim any of its properties material assets; (iii) made any increases in the base compensation, bonuses, paid vacation time allowed or fringe benefits for its directors, officers, partners, employees or consultants, except for normal periodic increases in base compensation for employees; (iv) suffered damage, destruction or other casualty loss, or forfeiture of, any property or assets, except for Liens for taxes whether or not yet due and payable covered by insurance, which may reasonably be expected to have a Material Adverse Effect; (v) paid any bonuses, deferred or otherwise otherwise, or deferred any compensation to any of its directors, officers, partners or employees; (vi) made any material change in accounting procedures, policies or practices; (vii) entered into any agreement or arrangement outside of the ordinary course of business, (f) sold, assigned business granting any rights to purchase or transferred lease any of its assets, tangible properties or intangiblerights or requiring the consent of any Person to the transfer, except assignment or lease of any such assets, properties or rights; or (viii) entered into any agreement or understanding to do any of the foregoing. (b) Except as disclosed on Schedule 3.8(b) or in the ordinary course of business or in an amount less than $250,000SEC Documents, (g) suffered any extraordinary losses or waived any rights of material value other than in the ordinary course of business, (h) made any capital expenditures or commitments therefore other than in the ordinary course of business or in an amount less than $250,000consistent with past practice, since March 31, 1997 the Company has not: (i) sold, leased, subleased, assigned or transferred any of its tangible or intangible properties or assets, or canceled, waived or compromised any debts or claims; (ii) entered into any other transaction other than in the ordinary course of business in an amount less than $250,000 or entered into any material transaction, whether or not in the ordinary course of business, (j) made any charitable contributions or pledges, (k) suffered any damages, destruction or casualty loss, whether or not covered by insurance, affecting any of the properties or assets of the Company or any other properties or assets of the Company which could, individually or in the aggregate, have or result in a Material Adverse Effect, (l) made any material change in the nature or operations of the business of the Company, (m) participated in any transaction that would have a Material Adverse Effect or otherwise acted outside the ordinary course of business, (n) the Company has not increased the compensation amendment of any of contract, lease, agreement or license which is material to its officers business; or the rate of pay of any of its employees, except as part of regular compensation increases in the ordinary course of business, (oiii) entered into any agreement or commitment understanding to do any of the foregoing. SECTION 3.9.

Absence of Certain Developments. Except Since the date of the latest Annual Balance Sheet through the date of this Agreement, except as contemplated by this Agreement set forth on Schedule 5.10 of the Seller and Company Disclosure Schedules or as expressly contemplated by the Commission DocumentsPre-Transaction Asset Transfers and the transactions related to the Section 338(h)(10) Elections, since February 28(i) the Company and, 2002, through with respect to the date immediately preceding each Closing DateBusiness, the Company has not (a) issued any stockSeller and its other direct and indirect Subsidiaries have, optionsin all material respects, bonds or other corporate securities other than as reflected in Section 6.2 hereof, (b) borrowed any amount or incurred or became subject to any Liabilities (absolute, accrued or contingent), other than current Liabilities incurred conducted their business and operated their properties in the ordinary course of business and Liabilities under contracts entered into in the ordinary course of businessconsistent with past practice, (cii) discharged neither the Company nor, with respect to the Business, the Seller or satisfied any of its other direct and indirect Subsidiaries has suffered any material Lien loss, damage, destruction or adverse claim other casualty affecting any of their respective properties or assets, whether or not covered by insurance, (iii) the Company and its Subsidiaries have not amended their respective Organizational Documents; (iv) the Company and its Subsidiaries have not declared, set aside or paid any obligation or Liability (absolute, accrued or contingent), other than current Liabilities shown on the Balance Sheet and current Liabilities incurred in the ordinary course of business, (d) declared or made any payment or distribution of cash dividend or other property to distribution in respect of the stockholders Capital Stock of the Company or purchased any of its Subsidiaries, other than dividends or redeemed distributions payable entirely in cash from the Company to the Seller; (v) the Company and its Subsidiaries have not issued, delivered transferred, assigned, pledged, encumbered or sold any securities Capital Stock of the Company or any of its Subsidiaries, other than the issuance of any Capital Stock of any wholly owned Subsidiary of the Company to the Company or any other wholly owned Subsidiary of the Company; (vi) the Company and its Subsidiaries have not changed any methods, policies or practices of accounting, except as required by GAAP; (evii) mortgagedthe Company and, pledged or subjected with respect to the Business, the Seller and its other direct and indirect Subsidiaries have not made any material Lien acquisitions or adverse claim divestitures of any of its properties corporation, partnership, limited liability company, other business organization or assetsdivision thereof or any assets that, except for Liens for taxes not yet due and payable individually or otherwise in the ordinary course aggregate, have a value of business, (f) sold, assigned or transferred any greater than $250,000 other than acquisitions of its assets, tangible or intangible, except assets for use in the Business in the ordinary course of business consistent with past practice; (viii) the Company and with respect to the Business, the Seller and its other direct and indirect Subsidiaries have not subjected any properties or assets of the Company or the Business to any Lien, except for Permitted Liens, (ix) the Company has not adopted a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the Company, or otherwise altered the Company’s corporate structure; (x) the Company and, with respect to the Business, the Seller and its other direct and indirect Subsidiaries have not (A) paid, discharged, settled or satisfied any action, litigation, claim or arbitration of or involving the Company or the Business in excess of $50,000 or (B) cancelled any material indebtedness of the Company (individually or in an amount less than $250,000the aggregate) or cancelled, (g) suffered any extraordinary losses compromised, released or waived any claims or rights of material value the Company or the Business; (xi) the Company has not made any loans, advances or capital contributions to, or investments in, any Person other than routine advances to employees for business expenses in the ordinary course consistent with past practices; (xii) the Company has not created or incurred any indebtedness or liability, directly or indirectly, for the payment of businessany indebtedness for borrowed money of any other Person as obligor, guarantor, surety or otherwise; (hxiii) made neither the Company nor, with respect to the Business, the Seller or any capital expenditures of its direct or commitments therefore indirect Subsidiaries have adopted, established, entered into, amended or terminated any Company Benefit Plan (solely with respect to any current or former Service Provider), other than in the ordinary course of business consistent with past practice; (xiv) neither the Company nor, solely with respect to the Business, the Seller or any of its direct and indirect Subsidiaries have increased the compensation payable to any Business Employee earning in an amount less than excess of $250,000100,000 in base cash compensation per year, (i) entered into any other transaction other than such increases described on Schedule 5.10(xiv) of the Seller and Company Disclosure Schedules or increases made in the ordinary course of business in an amount less than $250,000 consistent with past practice or entered into any material transaction, whether or not in the ordinary course of business, (j) made any charitable contributions or pledges, (k) suffered any damages, destruction or casualty loss, whether or not covered by insurance, affecting any of the properties or assets of the Company or any other properties or assets of the Company which could, individually or in the aggregate, have or result in a Material Adverse Effect, (l) made any material change in the nature or operations of the business as part of the Company’s annual merit increase review cycle, provided that no single Business Employee’s salary increase in connection with such annual merit increase review cycle exceeds six percent (m6%); (xv) participated except as otherwise contemplated by this Agreement, neither the Company nor, solely with respect to the Business, the Seller or any of its direct and indirect Subsidiaries have taken any action to accelerate the vesting or payment of any compensation or benefits of any Business Employee or grant to any Business Employee any contractually binding change in any transaction that would have a Material Adverse Effect control, retention, severance or otherwise acted outside the ordinary course of businesstermination pay, transaction, stay bonus, tax gross-up, equity or equity-based award or bonus; (nxvi) the Company has not increased entered into, amended or terminated any Collective Bargaining Agreement; (xvii) the compensation Company, the Seller and their Subsidiaries have not terminated without “cause” (as determined consistent with past practice) the employment or services of any Business Employee with annual base salary in excess of $100,000; (xviii) neither the Company nor, with respect to the Business, the Seller or any of its officers direct or indirect Subsidiaries has hired any Business Employees who: (1) are not employed at will, (2) are non-billable employees or (3) have an annual base salary in excess of $150,000; (xix) the rate Company and its Subsidiaries have not implemented or announced any employee layoffs, furloughs, reductions in force, reductions in compensation or benefits, work schedule changes or similar actions that require or required compliance with the notice requirements of pay of the WARN Act; (xx) neither the Company nor, with respect to the Business, the Seller or any of its employees, except as part of regular compensation increases in the ordinary course of business, (o) other direct or indirect Subsidiaries have entered into or made any agreement agreement, commitment or commitment promise whether in writing or otherwise, to do any of the foregoing; and (xxi) there has not occurred any event that, individually or together with any other event, has had or would reasonably be likely to have a Material Adverse Effect.

Absence of Certain Developments. Except as contemplated by this Agreement and as contemplated by set forth in the Commission DocumentsDocuments or on Schedule 2.1(z) hereto, since February 28September 30, 20022004, through the date immediately preceding each Closing Date, neither the Company has not nor any Subsidiary has: (ai) issued any stock, options, bonds or other corporate securities or any rights, options or warrants with respect thereto other than as reflected in Section 6.2 hereof, under the Company's stock option plans; (bii) borrowed any amount or incurred or became become subject to any Liabilities liabilities (absoluteabsolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, accrued as adjusted to reflect the current nature and volume of the Company's or such Subsidiary's business; (iii) discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current Liabilities incurred in the ordinary course of business and Liabilities under contracts entered into liabilities paid in the ordinary course of business, ; (c) discharged or satisfied any material Lien or adverse claim or paid any obligation or Liability (absolute, accrued or contingent), other than current Liabilities shown on the Balance Sheet and current Liabilities incurred in the ordinary course of business, (div) declared or made any payment or distribution of cash or other property to the stockholders of the Company with respect to its stock, or purchased or redeemed redeemed, or made any securities of the Companyagreements so to purchase or redeem, (e) mortgaged, pledged or subjected to any material Lien or adverse claim any shares of its properties or assets, except for Liens for taxes not yet due and payable or otherwise in the ordinary course of business, capital stock; (fv) sold, assigned or transferred any of its other tangible assets, tangible or intangiblecanceled any debts or claims, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights, or disclosed any proprietary confidential information to any Person except in the ordinary course of business or in an amount less than $250,000, to the Purchasers or their representatives; (gvii) suffered any extraordinary substantial losses or waived any rights of material value other than value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business; (hviii) made any capital expenditures or commitments therefore other than changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in an amount less than excess of $250,000, 25,000; (ix) entered into any other transaction other than in the ordinary course of business in an amount less than $250,000 business, or entered into any other material transaction, whether or not in the ordinary course of business, ; (jxi) made any charitable contributions or pledges, pledges in excess of $25,000; (kxii) suffered any damagesmaterial damage, destruction or casualty loss, whether or not covered by insurance, affecting ; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; (xiv) effected any two or more events of the properties or assets of the Company or any other properties or assets of the Company foregoing kind which could, individually or in the aggregate, have or result in aggregate would cause a Material Adverse Effect, ; or (l) made any material change in the nature or operations of the business of the Company, (m) participated in any transaction that would have a Material Adverse Effect or otherwise acted outside the ordinary course of business, (n) the Company has not increased the compensation of any of its officers or the rate of pay of any of its employees, except as part of regular compensation increases in the ordinary course of business, (oxv) entered into any agreement an agreement, written or commitment otherwise, to do take any of the foregoingforegoing actions.

Absence of Certain Developments. Except as contemplated by this Agreement and as contemplated by set forth on ScheduleE4.13 attached hereto or on any other Schedule to the Commission DocumentsAgreement, since February 28December 31, 20021996, through PSI has not: (i) entered into any contract, commitment or agreement under which PSI has outstanding indebtedness, obligation or liability for borrowed money or deferred purchase price of property in excess of $10,000 or has the date immediately preceding each Closing Dateright or obligation to incur such indebtedness, the Company has not obligation or liability; (aii) issued discharged or satisfied any stock, options, bonds lien or other corporate securities other than as reflected in Section 6.2 hereof, paid any obligation or liability (b) borrowed any amount or incurred or became subject to any Liabilities (absolute, accrued absolute or contingent), other than current Liabilities incurred in the ordinary course of business and Liabilities under contracts entered into in the ordinary course of business, ; (ciii) discharged mortgaged or satisfied any material Lien or adverse claim or paid any obligation or Liability (absolute, accrued or contingent), other than current Liabilities shown on the Balance Sheet and current Liabilities incurred in the ordinary course of business, (d) declared or made any payment or distribution of cash or other property to the stockholders of the Company or purchased or redeemed any securities of the Company, (e) mortgaged, pledged or subjected to any material Lien or adverse claim any of its properties or assets, except for Liens for taxes not yet due and payable or otherwise in the ordinary course of business, (f) sold, assigned or transferred any of its assets, tangible or intangible, or subjected them to any lien, except liens for current property taxes not yet due and payable; (iv) sold, leased, subleased, assigned or transferred any of its tangible or intangible assets, except in the ordinary course of business, or canceled any debts or claims; (v) suffered any substantial losses on the sale or disposition of individual items of non-inventory property or waived any rights of material value (other than in connection with the cancellation of sales orders), whether or not in the ordinary course of business, or received notice of cancellation of any firm order in excess of $5,000; (vi) made any changes in employee compensation, vacation policies or fringe benefit plans, except in the ordinary course of business or and consistent with past practices and not in an amount less than $250,000, excess of 5% of any employee's compensation level during its most recently completed fiscal year; (g) suffered any extraordinary losses or waived any rights of material value other than in the ordinary course of business, (h) made any capital expenditures or commitments therefore other than in the ordinary course of business or in an amount less than $250,000, (ivii) entered into any other transaction other than in the ordinary course of business in an amount less than $250,000 business, or entered into any other material single transaction, whether or not in the ordinary course of businessbusiness which involves payments by or to PSI in excess of $50,000 with respect to the purchase of raw materials, $50,000 with respect to the sale of inventory, and $50,000 with respect to other transactions: (j) made any charitable contributions or pledges, (kviii) suffered any damagesdamage, destruction or other casualty loss, or forfeiture of, any property or assets having a value in excess of $10,000, whether or not covered by insuranceinsurance or which has had or may reasonably be expected to have a material adverse effect on its business, affecting any of the properties financial condition or assets of the Company or any other properties or assets of the Company which could, individually or in the aggregate, have or result in a Material Adverse Effect, prospects; (lix) made any material change in capital expenditures, additions or improvements or commitments for the nature or operations of the business of the Company, (m) participated in any transaction that would have a Material Adverse Effect or otherwise acted outside the ordinary course of business, (n) the Company has not increased the compensation of any of its officers or the rate of pay of any of its employeessame, except as part of regular compensation increases those made in the ordinary course of businessbusiness which in the aggregate do not exceed $20,000; (x) made any voluntary prepayments of indebtedness or lease obligations; (xi) made any change in accounting procedures or practices; (xii) authorized or effected any declaration, setting aside or payment of any dividends or other distribution (owhether in cash, stock or property) with respect to any of PSI's capital stock; (xiii) authorized or effected any split, combination or reclassification of any of its capital stock or any issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock; or (xiv) entered into any agreement or commitment understanding to do any of the foregoing. Section 4.14.

Absence of Certain Developments. Except as contemplated by this Agreement Agreement, and except as contemplated by the Commission Documentsset forth on Schedule 5.8, since February 28September 30, 2002, through the date immediately preceding each Closing Date, 1999 the Company has not not, nor will have prior to the Closing Date: (a) issued any stock, options, bonds or other corporate securities (other than as reflected in Section 6.2 hereofpermitted or contemplated by this Agreement or securities issued subsequent to December 10, 1999 upon conversion of outstanding securities or options); (b) borrowed any amount or incurred or became subject to any Liabilities liabilities (absolute, accrued absolute or contingent)) which involve $50,000 or more, other than current Liabilities liabilities incurred in the ordinary course of business and Liabilities liabilities under contracts entered into in the ordinary course of business, ; (c) discharged or satisfied any material Lien or lien, adverse claim or encumbrance or paid any obligation or Liability liability (absolute, accrued absolute or contingent), other than current Liabilities shown on the Balance Sheet and current Liabilities incurred liabilities paid in the ordinary course of business, ; (d) declared or made any payment or distribution of cash or other property to the stockholders of the Company with respect to the Common Stock or purchased or redeemed any securities shares of the Company, Common Stock; (e) mortgaged, pledged or subjected to any material Lien lien, adverse claim, charge or adverse claim any other encumbrance, any of its properties or assets, except for Liens liens for taxes not yet due and payable or otherwise and transactions in the ordinary course of business, ; (f) sold, assigned or transferred any of its assets, tangible or intangible, except in the ordinary course of business or in an amount less than $250,00050,000, or disclosed to any person, firm or entity not subject to a confidentiality obligation with the Company any proprietary confidential information; (g) suffered any extraordinary losses or waived any rights of material value other than in the ordinary course of business, value; (h) made any capital expenditures or commitments therefore other therefor greater than $50,000 in the ordinary course of business or in an amount less than $250,000, aggregate; (i) entered into any other transaction other than in the ordinary course of business in an amount less than $250,000 or entered into any material transaction, whether or not in the ordinary course of business, ; (j) made any charitable contributions or pledges, ; (k) suffered any damages, destruction or casualty loss, whether or not covered by insurance, affecting any of the properties or assets of the Company or any other properties or assets of the Company which couldcould have a material adverse effect on the business, individually financial condition, operating results, employee or in customer relations or prospects of the aggregate, have or result in a Material Adverse Effect, Company; (l) made any material change in the nature or operations of the business of the Company, ; or (m) participated in any transaction that would have a Material Adverse Effect resolved to or otherwise acted outside the ordinary course of business, (n) the Company has not increased the compensation of any of its officers or the rate of pay of any of its employees, except as part of regular compensation increases in the ordinary course of business, (o) entered into any agreement or commitment understanding with respect to do any of the foregoing.

Absence of Certain Developments. Except as for the transactions contemplated by this Agreement and or as contemplated by the Commission Documentsotherwise set forth on Schedule 3.13 hereto, since February 28March 31, 2002, through the date immediately preceding each Closing Date2003, the Company has not conducted the Business only in the Ordinary Course of Business and has not: (a) issued any stockSold, optionsleased, bonds assigned or other corporate securities other than as reflected in Section 6.2 hereof, (b) borrowed any amount or incurred or became subject to any Liabilities (absolute, accrued or contingent), other than current Liabilities incurred in the ordinary course of business and Liabilities under contracts entered into in the ordinary course of business, (c) discharged or satisfied otherwise transferred any material Lien or adverse claim or paid any obligation or Liability (absolute, accrued or contingent), other than current Liabilities shown on the Balance Sheet and current Liabilities incurred in the ordinary course of business, (d) declared or made any payment or distribution of cash or other property to the stockholders of the Company or purchased or redeemed any securities of the Company, (e) mortgaged, pledged or subjected to any material Lien or adverse claim any of its properties or assets, except for Liens for taxes not yet due and payable or otherwise in the ordinary course disposed of business, (f) sold, assigned or transferred any of its assets, tangible or intangible, except in the ordinary course of business or in an amount less than $250,000, (g) suffered any extraordinary losses or waived permitted to lapse any rights of material value in any Permit or Intellectual Property owned by the Company and used by the Business, other than in the ordinary course usual and Ordinary Course of businessBusiness, (h) made or organized any capital expenditures new business entity or commitments therefore other than acquired any equity securities, assets, properties, or business of any Person or any equity or ownership interest in the ordinary course of any business or in an amount less than $250,000, (i) entered merged with or into or consolidated with any other transaction other than in the ordinary course of business in an amount less than $250,000 Person; (b) Suffered, sustained or entered into incurred any material transactionLoss or waived or released any material right or claim, whether or not (i) in the ordinary course Ordinary Course of businessBusiness, and (jii) made covered by insurance. (c) Suffered, sustained or incurred any charitable contributions or pledges, (k) suffered any damagesmaterial damage, destruction or casualty lossloss to any material Assets, whether or not covered by insurance, affecting ; (d) Subjected any of the properties Assets to any Encumbrance, whether or assets not in the Ordinary Course of Business; (e) Increased the salary, wage or other compensation or level of benefits payable or to become payable by the Company to any of its officers, directors, employees or agents other than as set forth on Schedule 3.13; (f) Except as described in the Schedules hereto, amended or terminated any of the Company or any other properties or assets Operating Contracts of the Company which could, individually Business (as hereinafter defined); (g) Changed accounting methods or in the aggregate, have or result in practices; (h) Suffered a Material Adverse EffectChange, other than (li) made any material change in recognizing the nature or operations current state of the business economics of the Company, and such being the primary reason for entering into this transaction which condition will not materially deteriorate between the date hereof and the Closing, and (m) participated in any transaction that would have a Material Adverse Effect or otherwise acted outside the ordinary course of business, (nii) the Company has not increased fact that the compensation subscription renewal peak cycle of any the Business occurred on or about March, 2003 and, due to the seasonable fluctuation of its officers cash flow, will decline in subsequent months of the fiscal year; or the rate of pay of any of its employees, except as part of regular compensation increases in the ordinary course of business, (oi) entered Entered into any agreement or commitment Contract to do any of the foregoing.. 3.14

Absence of Certain Developments. Except as contemplated by this Agreement and as contemplated by Since the Commission Documents, since February 28, 2002, through the date immediately preceding each Closing Balance Sheet Date, the Company has not (a) issued any stock, options, bonds or other corporate securities other than as reflected operated in Section 6.2 hereof, (b) borrowed any amount or incurred or became subject to any Liabilities (absolute, accrued or contingent), other than current Liabilities incurred all material respects in the ordinary course of business consistent with past practice, and Liabilities under contracts there has been no: (a) event, circumstance or condition, which has had, or would reasonably be expected to have, a Material Adverse Effect; (b) declaration, setting aside or payment of any dividend or other redemption or distribution with respect to the shares of the Company; (c) issuance of shares or options, warrants or rights to acquire shares of the Company; (d) loss, destruction or damage in excess of $50,000 to any Asset of the Company, whether or not insured; (e) incurrence, guarantee, assumption, acceleration or prepayment of any Indebtedness or the refunding of any such Indebtedness by the Company; (f) entered into any employment contract or collective bargaining agreement, written or oral, or modified the terms of any such contract or agreement; (g) granted any increase in the base compensation of any of its directors, officers, or employees outside the ordinary course of business; (h) adopted, amended, modified, or terminated any bonus, profit sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its directors, officers, or employees (or taken any such action with respect to any other benefit plan); (i) made any other change in employment terms for any of its directors, officers, or employees outside the ordinary course of business; (j) waiver of any right of the Company with a value in excess of $50,000, or settlement or release of any Proceeding or Claim; (k) loan, advance or extension of credit by the Company, except for advances for reimbursable travel expenses made in the ordinary course of business consistent with past practice, or capital contribution to or investment in any Person by the Company; (l) acquisition, disposition, lease, license or transfer of any Asset of the Company involving more than $50,000 (or any Contract therefor), or any other material transaction by the Company other than for fair value and in the ordinary course of business consistent with past practice; (m) material capital expenditure outside of the ordinary course of business consistent with past practice; (n) (i) sale, license, sublicense, assignment, abandonment, allowance to lapse, dedication to the public domain, pledge, encumber, disposal of or transfer of any Owned Intellectual Property, other than non-exclusive licenses granted in the ordinary course of business consistent with past practice, or (ii) disclosure of any trade secrets or proprietary Source Code to a third party, other than pursuant to a valid and binding confidentiality agreement or other binding obligation of confidentiality the Company entered into in the ordinary course of business, business consistent with past practice; (co) discharged or satisfied any material Lien or adverse claim or paid any obligation or Liability (absolute, accrued or contingent), other than current Liabilities shown on the Balance Sheet and current Liabilities incurred in the ordinary course of business, (d) declared or made any payment or distribution of cash or other property to the stockholders of the Company or purchased or redeemed any securities of created by the Company, (e) mortgaged, pledged or subjected with respect to any material Lien or adverse claim any of its properties or assetsAssets, except for Liens for taxes not yet due and payable Permitted Liens; (p) acceleration, termination, modification or otherwise cancellation of any Contract (or series of related Contracts) involving more than $50,000 to which the Company is a party or by which the Company is bound and, to the Knowledge of the Sellers, no Person has notified the Company that it intends to take any such action; (q) change in accounting methods, principles or practices used in preparing the ordinary course of business, (f) sold, assigned Financial Statements or transferred any of its assets, tangible or intangibleto the working capital policies applicable to the Company, except in the ordinary course of business as required by GAAP; (r) material write-down or in an amount less than $250,000, (g) suffered any extraordinary losses or waived any rights of material value other than in the ordinary course of business, (h) made any capital expenditures or commitments therefore other than in the ordinary course of business or in an amount less than $250,000, (i) entered into any other transaction other than in the ordinary course of business in an amount less than $250,000 or entered into any material transaction, whether or not in the ordinary course of business, (j) made any charitable contributions or pledges, (k) suffered any damages, destruction or casualty loss, whether or not covered by insurance, affecting any write-up of the properties or assets value of the Company or any other properties or assets of the Company which could, individually or in the aggregate, have or result in a Material Adverse Effect, (l) made any material change in the nature or operations of the business Asset of the Company, or write-off of any accounts receivable or notes receivable or any portion thereof; or (ms) participated in any transaction that would have a Material Adverse Effect or otherwise acted outside the ordinary course commitment on behalf of business, (n) the Company has not increased the compensation of any of its officers or the rate of pay of any of its employees, except as part of regular compensation increases in the ordinary course of business, (o) entered into any agreement or commitment to do any of the foregoing.

Absence of Certain Developments. Except as contemplated set forth in Section 4.10 of the Seller Disclosure Schedule, since June 30, 2008, neither Seller, AFT nor any Acquired Company has: (a) suffered any change or suffered any theft, damage, destruction or casualty loss to its assets, whether or not covered by this Agreement and as insurance that has had a Material Adverse Effect; (b) except for the transfer of assets contemplated by the Commission DocumentsSeller Business Transfer and the AFT Business Transfer, since February 28, 2002, through the date immediately preceding each Closing Date, the Company has not (a) issued any stock, options, bonds or other corporate securities other than as reflected in Section 6.2 hereof, (b) borrowed any amount or incurred or became subject to any Liabilities (absolute, accrued or contingent), other than current Liabilities incurred in the ordinary course of business and Liabilities under contracts entered into in the ordinary course of business, (c) discharged or satisfied any material Lien or adverse claim or paid any obligation or Liability (absolute, accrued or contingent), other than current Liabilities shown on the Balance Sheet and current Liabilities incurred in the ordinary course of business, (d) declared or made any payment or distribution of cash or other property to the stockholders of the Company or purchased or redeemed any securities of the Company, (e) mortgaged, pledged or subjected to any material Lien or adverse claim any of its properties or assets, except for Liens for taxes not yet due and payable or otherwise in the ordinary course of business, (f) sold, assigned assigned, leased or transferred any of its assets, tangible or intangible, except in the ordinary course of business consistent with past practices; (c) except in connection with the transfer of assets contemplated by the Seller Business Transfer and the AFT Business Transfer, permitted any of its shares or the Membership Interests to be sold, redeemed or transferred; (d) permitted any of its assets, shares or the Membership Interests to become subject to any lien, security interest or other encumbrance of any kind or nature; (e) except in an amount less than $250,000connection with the transfer of assets contemplated by the Seller Business Transfer and the AFT Business Transfer, issued additional shares or participated in any merger or plan of share exchange; (f) entered into, amended, waived any material right under or terminated any contract, lease, instrument, license or permit relating to its Business, customers or creditors, or taken any other action or entered into any other transaction except in the ordinary course of business consistent with past practices; (g) suffered hired or terminated any extraordinary losses of its employees, except for cause or waived any rights of material value other than in the ordinary course of business, ; (h) made paid, declared or accrued any capital expenditures bonuses, increases in salaries or commitments therefore other than compensation for services, except in the ordinary course of business or in an amount less than $250,000, consistent with past practices; (i) entered into incurred any other Indebtedness or otherwise made any loans or advances to, or guarantee for the benefit of, or extended any credit or granted any discounts to, any person or entity; (j) except for the transfer of assets contemplated by the Seller Business Transfer and the AFT Business Transfer and matters pertaining thereto, engaged in any transaction other than in the ordinary course of business in an amount less than $250,000 with any related party, Insider or entered into any material transactionAffiliate, whether or not except in the ordinary course of business, (j) made any charitable contributions or pledges, ; (k) suffered except for the transfer of assets contemplated by the Seller Business Transfer and the AFT Business Transfer and matters pertaining thereto, made any damages, destruction distributions or casualty loss, whether or not covered by insurance, affecting paid any dividends with respect to the membership interests of the properties or assets of the any Acquired Company or made any other properties or assets of the Company which could, individually or in the aggregate, have or result in a Material Adverse Effect, distributions; (l) made or committed to any material change in the nature capital expenditure which for any individual item represents an amount greater than $25,000; or operations of the business of the Company, (m) participated in any transaction that would have a Material Adverse Effect or otherwise acted outside the ordinary course of business, (n) the Company has not increased the compensation of any of its officers or the rate of pay of any of its employees, except as part of regular compensation increases in the ordinary course of business, (o) entered into any agreement or commitment committed to do any of the foregoing.

Absence of Certain Developments. Except as described in or contemplated by this Agreement and as contemplated by Agreement, the Commission Memorandum or the SEC Documents, since February 28December 31, 20022001, through the date immediately preceding each Closing Date, the Company has not (a) issued any stock, options, bonds or other corporate securities other than as reflected in Section 6.2 hereof, securities; (b) borrowed any amount or incurred or became become subject to any Liabilities liabilities (absolute, accrued or contingent), other than current Liabilities liabilities incurred in the ordinary course of business and Liabilities liabilities under contracts entered into in the ordinary course of business, ; (c) discharged or satisfied any material Lien lien or adverse claim or paid any obligation or Liability liability (absolute, accrued or contingent), other than current Liabilities liabilities shown on the Balance Sheet and current Liabilities liabilities incurred in the ordinary course of business, ; (d) declared or made any payment or distribution of cash or other property to the stockholders shareholders of the Company or purchased or redeemed any securities of the Company, ; (e) mortgaged, pledged or subjected to any material Lien lien or adverse claim any of its properties or assets, except for Liens liens for taxes not yet due and payable or otherwise in the ordinary course of business, ; (f) sold, assigned or transferred any of its assets, tangible or intangible, except in the ordinary course of business or in an amount less than $250,000, business; (g) suffered any extraordinary losses or waived any rights of material value other than in the ordinary course of business, ; (h) made any capital expenditures or commitments therefore therefor other than in the ordinary course of business or in an amount less than $250,000, business; (i) entered into any other material transaction other than in the ordinary course of business in an amount less than $250,000 or entered into any material transaction, whether or not in the ordinary course of business, ; (j) made any charitable contributions or pledges, (k) suffered any damages, destruction or casualty loss, whether or not covered by insurance, affecting any of the properties or assets of the Company or any other properties or assets of the Company which could, individually or in the aggregate, have or result in a Material Adverse Effect, ; (lk) made any material change in the nature or operations of the business of the Company, ; or (m) participated in any transaction that would have a Material Adverse Effect or otherwise acted outside the ordinary course of business, (n) the Company has not increased the compensation of any of its officers or the rate of pay of any of its employees, except as part of regular compensation increases in the ordinary course of business, (ol) entered into any agreement or commitment to do any of the foregoing.

Absence of Certain Developments. Except as contemplated by this Agreement and as contemplated by the Commission Documents, since February 28Since June 30, 2002, through the date immediately preceding each Closing Date, neither the Company has not nor any Subsidiary has: (ai) issued any stock, options, bonds or other corporate securities other than as reflected in Section 6.2 hereofor any rights, options or warrants with respect thereto; (bii) borrowed any amount or incurred or became become subject to any Liabilities liabilities (absoluteabsolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, accrued as adjusted to reflect the current nature and volume of the Company’s or such Subsidiary’s business; (iii) discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current Liabilities incurred in the ordinary course of business and Liabilities under contracts entered into liabilities paid in the ordinary course of business, ; (c) discharged or satisfied any material Lien or adverse claim or paid any obligation or Liability (absolute, accrued or contingent), other than current Liabilities shown on the Balance Sheet and current Liabilities incurred in the ordinary course of business, (div) declared or made any payment or distribution of cash or other property to the stockholders of the Company with respect to its stock, or purchased or redeemed redeemed, or made any securities of the Companyagreements so to purchase or redeem, (e) mortgaged, pledged or subjected to any material Lien or adverse claim any shares of its properties or assets, except for Liens for taxes not yet due and payable or otherwise in the ordinary course of business, capital stock; (fv) sold, assigned or transferred any of its other tangible assets, tangible or intangiblecanceled any debts or claims, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights, or disclosed any proprietary confidential information to any person except in the ordinary course of business or in an amount less than $250,000, to the Purchasers or its representatives; (gvii) suffered any extraordinary substantial losses or waived any rights of material value other than value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business; (hviii) made any capital expenditures or commitments therefore other than changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in an amount less than excess of $250,000, 25,000; (ix) entered into any other transaction other than in the ordinary course of business in an amount less than $250,000 business, or entered into any other material transaction, whether or not in the ordinary course of business, ; (jxi) made any charitable contributions or pledges, pledges in excess of $25,000; (kxii) suffered any damagesmaterial damage, destruction or casualty loss, whether or not covered by insurance, affecting ; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; (xiv) effected any two or more events of the properties or assets of the Company or any other properties or assets of the Company foregoing kind which could, individually or in the aggregate, have or result in aggregate would cause a Material Adverse Effect, ; or (l) made any material change in the nature or operations of the business of the Company, (m) participated in any transaction that would have a Material Adverse Effect or otherwise acted outside the ordinary course of business, (n) the Company has not increased the compensation of any of its officers or the rate of pay of any of its employees, except as part of regular compensation increases in the ordinary course of business, (oxv) entered into any agreement an agreement, written or commitment otherwise (other than the Transaction Documents), to do take any of the foregoingforegoing action.

Absence of Certain Developments. Except as contemplated by this Agreement and as contemplated by the Commission DocumentsSince May 27, since February 282022, 2002, through the date immediately preceding each Closing Date, the Company has not (a) issued there has not been any stockfact, optionschange, bonds event, circumstance, or other corporate securities other than as reflected in Section 6.2 hereofoccurrence which has had, or would reasonably be expected to have, a Material Adverse Effect, and (b) borrowed any amount or incurred or became subject to any Liabilities (absolute, accrued or contingent), other than current Liabilities incurred the Company and its Subsidiaries have conducted their respective businesses in the ordinary course of business and Liabilities consistent with past practice. Since the Balance Sheet Date, neither the Company nor any of its Subsidiaries has taken any of the following actions: (i) amended its Organizational Documents, effected any split, combination, reclassification, or similar action with respect to its Equity Interests or adopted or carried out any plan of complete or partial liquidation or dissolution; (ii) issued, sold, granted, or otherwise disposed of any of its Equity Interests, or amended any term of any of its outstanding Equity Interests; (iii) (A) made any declaration or payment of any dividend or other distribution with respect to any of its Equity Interests (other than Tax distributions) or (B) repurchased, redeemed, or otherwise acquired or canceled any of its Equity Interests; (iv) incurred, assumed, or otherwise become liable in respect of any Indebtedness (except for borrowings under contracts entered into existing revolving credit facilities for working capital purposes in the ordinary course of business, ); (cv) discharged or satisfied entered into any material Lien or adverse claim or paid any obligation or Liability (absolute, accrued or contingent)transactions, other than current Liabilities shown on the Balance Sheet and current Liabilities incurred an arm’s length basis, with any of its Affiliates; (vi) (A) merged or consolidated with any Person; (B) acquired any material assets, except for acquisitions of assets in the ordinary course of business, ; or (dC) declared or made any payment loan, advance, or distribution of cash capital contribution to, or other property to the stockholders of the Company or purchased or redeemed acquired any securities of the CompanyEquity Interest in, any Person; (evii) mortgaged, pledged or subjected to any material Lien or adverse claim any of its properties or assets, except for Liens for taxes not yet due and payable (A) sold or otherwise in the ordinary course disposed of business, (f) sold, assigned or transferred any of its assets, tangible or intangible, except for Inventory in the ordinary course of business or in an amount less than $250,000, (gB) suffered allowed any extraordinary losses or waived asset to become subject to any rights of material value Lien (other than in the ordinary course of business, a Permitted Lien); (hviii) made or authorized any payment of, or commitment for, any material capital expenditures or commitments therefore other than in the ordinary course excess of business or in an amount less than twenty-five thousand dollars ($250,000, (i25,000) entered into any other transaction other than in the ordinary course of business in an amount less than $250,000 or entered into any material transaction, whether or not in the ordinary course of business, (j) made any charitable contributions or pledges, (k) suffered any damages, destruction or casualty loss, whether or not covered by insurance, affecting any of the properties or assets of the Company or any other properties or assets of the Company which could, individually or in the aggregate; (ix) modified or increased any compensation payable or paid, have whether conditionally or result otherwise, to any current or former officer, director, employee, independent contractor, or other individual service provider who earns (or prior to such termination, did earn) annual base compensation or consulting fees in a Material Adverse Effect, excess of seventy-five thousand dollars (l) made any material change in the nature or operations of the business of the Company, (m) participated in any transaction that would have a Material Adverse Effect or otherwise acted outside the ordinary course of business, (n) the Company has not increased the compensation of any of its officers or the rate of pay of any of its employees, except as part of regular compensation increases in the ordinary course of business, (o) entered into any agreement or commitment to do any of the foregoing.$75,000);

Absence of Certain Developments. Except as contemplated by this Agreement Agreement, and except as contemplated by the Commission Documentsset forth in Schedule 5.9 hereto, since February 28, 2002, through the date immediately preceding each Closing Balance Sheet Date, the Company has not not, nor will have prior to the Closing: (a) issued any stock, options, bonds or other corporate securities other than as reflected in Section 6.2 hereof, securities; (b) borrowed any amount or incurred or became subject to any Liabilities liabilities (absolute, accrued absolute or contingent), other than current Liabilities liabilities incurred in the ordinary course of business and Liabilities liabilities under contracts entered into in the ordinary course of business, none of which are or shall be material and which are less than $75,000; (c) discharged or satisfied any material Lien or lien, adverse claim or encumbrance or paid any obligation or Liability liability (absolute, accrued absolute or contingent), other than current Liabilities shown on the Balance Sheet and current Liabilities incurred liabilities paid in the ordinary course of business, ; (d) declared or made any payment or distribution of cash or other property to the stockholders of the Company with respect to the Common Stock or purchased or redeemed any securities shares of the Company, Common Stock; (e) mortgaged, pledged or subjected to any material Lien lien, adverse claim, charge or adverse claim any other encumbrance, any of its properties or assets, except for Liens liens for taxes not yet due and payable or otherwise in the ordinary course of business, payable; (f) sold, assigned or transferred any of its assets, tangible or intangible, except in the ordinary course of business or and in an amount less than $250,00075,000, or disclosed to any person, firm or entity not party to a confidentiality agreement with the Company any proprietary confidential information; (g) suffered any extraordinary losses or waived any rights of material value other than in the ordinary course of business, value; (h) made any capital expenditures or commitments therefore other than in the ordinary course of business or in an amount less than $250,000, therefor; (i) entered into any other transaction other than in the ordinary course of business in an amount less than $250,000 75,000 or entered into any material transaction, whether or not in the ordinary course of business, ; (j) made any charitable contributions or pledges, ; (k) suffered any damages, destruction or casualty loss, whether or not covered by insurance, affecting any of the properties or assets of the Company or any other properties or assets of the Company which could, individually could have a material adverse effect on the business or in operations of the aggregate, have or result in a Material Adverse Effect, Company; (l) made any material change in the nature or operations of the business of the Company, ; or (m) participated in any transaction that would have a Material Adverse Effect resolved or otherwise acted outside the ordinary course of business, (n) the Company has not increased the compensation of any of its officers or the rate of pay of any of its employees, except as part of regular compensation increases in the ordinary course of business, (o) entered into any agreement or commitment understanding with respect to do any of the foregoing.

Absence of Certain Developments. Except as contemplated by this Agreement Agreement, and except as contemplated by the Commission Documentsset forth in Schedule 5.8 hereto, since February 28, 2002, through the date immediately preceding each Closing Balance Sheet Date, the Company has not not, nor will have prior to the Closing; (a) issued any stock, options, bonds or other corporate securities other than as reflected in Section 6.2 hereof, securities; (b) borrowed any amount or incurred or became subject to any Liabilities liabilities (absolute, accrued absolute or contingent), other than current Liabilities liabilities incurred in the ordinary course of business and Liabilities liabilities under contracts entered into in the ordinary course of business, none of which are or shall be material; (c) discharged or satisfied any material Lien lien or adverse claim encumbrance or paid any obligation or Liability liability (absolute, accrued absolute or contingent), other than current Liabilities shown on the Balance Sheet and current Liabilities incurred liabilities paid in the ordinary course of business, ; (d) declared or made any payment or distribution of cash or other property to the stockholders of the Company with respect to the Common Stock or purchased or redeemed any securities shares of the Company, Common Stock; (e) mortgaged, pledged or subjected to any material Lien lien, charge or adverse claim any other encumbrance, any of its properties or assets, except for Liens liens for taxes not yet due and payable or otherwise in the ordinary course of business, payable; (f) sold, assigned or transferred any of its assets, tangible or intangible, except in the ordinary course of business business, or in an amount less than $250,000disclosed any proprietary confidential information to any person, firm or entity; (g) suffered any extraordinary losses or waived any rights of material value other than in the ordinary course of business, value; (h) made any capital expenditures or commitments therefore other than in the ordinary course of business or in an amount less than $250,000, therefor; (i) entered into any other transaction other than in the ordinary course of business in an amount less than $250,000 or entered into any material transaction, whether or not in the ordinary course of business, ; (j) made any charitable contributions or pledges, ; (k) suffered any damages, destruction or casualty loss, whether or not covered by insurance, affecting any of the properties or assets of the Company or any other properties or assets of the Company which could, individually could have a material adverse effect on the business or in operations of the aggregate, have Company; or result in a Material Adverse Effect, (l) made any material change in the nature or operations of the business of the Company, (m) participated in any transaction that would have a Material Adverse Effect or otherwise acted outside the ordinary course of business, (n) the Company has not increased the compensation of any of its officers or the rate of pay of any of its employees, except as part of regular compensation increases in the ordinary course of business, (o) entered into any agreement or commitment to do any of the foregoing.

Absence of Certain Developments. Except as set forth on Schedule 3.18 or as disclosed in the Gold and Minerals Financial Statements or as otherwise contemplated by this Agreement and as contemplated by the Commission DocumentsAgreement, since February 28, 2002, through the date immediately preceding of the Gold and Minerals Latest Balance Sheet, Gold and Minerals and each Closing Date, of its Subsidiaries has conducted its business only in the Company ordinary course consistent with past practice and there has not occurred or been entered into, as the case may be: (a) issued any stock, options, bonds event having a Material Adverse Effect on Gold and Minerals or other corporate securities other than as reflected in Section 6.2 hereofthe Surviving Company, (b) borrowed any amount event that could reasonably be expected to prevent or incurred materially delay the performance of Gold and Minerals’ or became subject its Subsidiaries’ obligations pursuant to any Liabilities (absolute, accrued or contingent), other than current Liabilities incurred in the ordinary course of business and Liabilities under contracts entered into in the ordinary course of businessthis Agreement, (c) discharged or satisfied any material Lien change by Gold and Minerals or adverse claim any of its Subsidiaries in its accounting methods, principles or paid any obligation or Liability (absolute, accrued or contingent), other than current Liabilities shown on the Balance Sheet and current Liabilities incurred in the ordinary course of businesspractices, (d) declared or made any payment or distribution of cash or other property amendment to the stockholders Articles of the Company Incorporation or purchased Bylaws of Gold and Minerals or redeemed any securities of the Companyits Subsidiaries, (e) mortgaged, pledged or subjected to any material Lien or adverse claim any of its properties or assets, except for Liens for taxes not yet due and payable or otherwise in the ordinary course of business, (f) sold, assigned or transferred any of its assets, tangible or intangible, except in the ordinary course of business or in an amount less than $250,000, (g) suffered any extraordinary losses or waived any rights of material value other than in the ordinary course of business, (h) made any capital expenditures or commitments therefore other than in the ordinary course of business or in an amount less than $250,000consistent with past practice, any (i) entered into capital expenditures by Gold and Minerals or any of its Subsidiaries, (ii) purchase, sale, assignment or transfer of any material assets by Gold and Minerals or any of its Subsidiaries, (iii) mortgage, pledge or existence of any lien, encumbrance or charge on any material assets or properties, tangible or intangible of Gold and Minerals or any of its Subsidiaries, except for liens for taxes not yet due and such other transaction other than liens, encumbrances or charges which do not, individually or in the aggregate, have a Material Adverse Effect on Gold and Minerals or the Surviving Company, or (iv) cancellation, compromise, release or waiver by Gold and Minerals or any of its Subsidiaries of any rights of material value or any material debts or claims, (f) any incurrence by Gold and Minerals or any of its Subsidiaries of any material liability (absolute or contingent), except for current liabilities and obligations incurred in the ordinary course of business in an amount less than $250,000 or entered into any material transaction, whether or not in the ordinary course of businessconsistent with past practice, (jg) made any charitable contributions or pledges, (k) suffered any damagesdamage, destruction or casualty similar loss, whether or not covered by insurance, materially affecting any of the properties or assets of the Company or any other properties or assets of the Company which could, individually or in the aggregate, have or result in a Material Adverse Effect, (l) made any material change in the nature or operations of the business or properties of the Company, (m) participated in any transaction that would have a Material Adverse Effect Gold and Minerals or otherwise acted outside the ordinary course of business, (n) the Company has not increased the compensation of any of its officers Subsidiaries, (h) any acceleration, termination, modification or the rate cancellation of pay of any agreement, contract, lease or license to which Gold and Minerals or any of its employeesSubsidiaries is a party or by which it is bound, except as part (i) entry by Gold and Minerals or any of regular compensation increases its Subsidiaries into any loan or other transaction with any officers, directors or employees of Gold and Minerals or any of its Subsidiaries, (j) entry by Gold and Minerals or any of its Subsidiaries into any transaction of a material nature other than in the ordinary course of businessbusiness consistent with past practice, or (ok) entered into any negotiation or agreement by the Gold and Minerals or commitment any of its Subsidiaries to do any of the foregoingthings described in the preceding clauses (a) through (j).

Absence of Certain Developments. Except as contemplated by this Agreement and as contemplated by the Commission Documentsset forth in SCHEDULE 5.11, since February 28November 30, 20021995, through there has not been any material adverse change, or any development which could reasonably be expected to result in a prospective material adverse change, in the date immediately preceding each Closing Datebusiness, financial condition, results of operations or the prospects (financial and other) of the Division, taken as a whole. Except as set forth in SCHEDULE 5.11, since November 30, 1995, the Company Seller has conducted the business of the Division in the ordinary and usual course consistent with past practices and has not (ai) issued sold, leased, transferred or otherwise disposed of any stock, options, bonds or other corporate securities of the assets of the Division (other than as reflected in Section 6.2 hereof, (b) borrowed any amount or incurred or became subject to any Liabilities (absolute, accrued or contingent), other than current Liabilities incurred dispositions in the ordinary course of business and Liabilities under contracts entered into in the ordinary course of businessconsistent with past practices), (cii) discharged terminated or satisfied amended in any material Lien respect any contract or adverse claim lease to which the Seller is a party or paid any obligation to which it is bound or Liability (absolute, accrued or contingent), other than current Liabilities shown on the Balance Sheet and current Liabilities incurred in the ordinary course of businessto which its properties are subject, (d) declared or made any payment or distribution of cash or other property to the stockholders of the Company or purchased or redeemed any securities of the Company, (e) mortgaged, pledged or subjected to any material Lien or adverse claim any of its properties or assets, except for Liens for taxes not yet due and payable or otherwise in the ordinary course of business, (f) sold, assigned or transferred any of its assets, tangible or intangible, except in the ordinary course of business or in an amount less than $250,000, (giii) suffered any extraordinary losses material loss, damage or waived destruction whether or not covered by insurance, (iv) made any rights of material value change in the accounting methods or practices it follows, whether for general financial or tax purposes, (v) incurred any liabilities (other than in the ordinary course of business, none of which, individually or in the aggregate, are material), (hvi) incurred, created or suffered to exist any Encumbrances on the Purchased Assets other than those listed on SCHEDULE 5.6 or created in the ordinary course of business, none of which, individually or in the aggregate, are material, (vii) increased the compensation payable or to become payable to any of the officers or employees of the Division or increased any bonus, severance, accrued vacation, insurance, pension or other Employee Benefit Plan, payment or arrangement made by the Seller for or with any such officers or employees, (viii) suffered any labor dispute, strike or other work stoppage, (ix) made or obligated itself to make any capital expenditures in excess of $5,000 individually or commitments therefore in the aggregate, (x) entered into any contract or other agreement requiring the Seller to make payments in excess of $5,000 per annum, individually or in the aggregate, other than in the ordinary course of business or in an amount less than $250,000consistent with past practices, (ixi) entered into any other transaction other than in agreement to do any of the ordinary course of business in an amount less than $250,000 foregoing or entered into any material transaction, whether or not in the ordinary course of business, (j) made any charitable contributions or pledges, (kxii) suffered any damagesother event, destruction fact or casualty loss, whether or not covered by insurance, affecting any of the properties or assets of the Company or any other properties or assets of the Company circumstance which could, individually or in the aggregate, have or could reasonably be expected to result in a Material Adverse Effect, (l) made any material change in the nature or operations of the business of the Company, (m) participated in any transaction that would have a Material Adverse Effect or otherwise acted outside the ordinary course of business, (n) the Company has not increased the compensation of any of its officers or the rate of pay of any of its employees, except as part of regular compensation increases in the ordinary course of business, (o) entered into any agreement or commitment to do any of the foregoing.

Absence of Certain Developments. Except as described in or contemplated by this Agreement and as contemplated by Agreement, the Commission SEC Documents, since February 28August 31, 20022003, through the date immediately preceding each Closing Date, the Company has not (a) issued any stock, options, bonds or other corporate securities other than as reflected in Section 6.2 hereof, securities; (b) borrowed any amount or incurred or became become subject to any Liabilities (absolute, accrued or contingent)liabilities, other than current Liabilities liabilities incurred in the ordinary course of business and Liabilities liabilities under contracts entered into in the ordinary course of business, ; (c) discharged or satisfied any material Lien lien or adverse claim or paid any obligation or Liability (absolute, accrued or contingent)liability, other than current Liabilities liabilities shown on the Balance Sheet and current Liabilities liabilities incurred in the ordinary course of business, ; (d) declared or made any payment or distribution of cash or other property to the stockholders shareholders of the Company or purchased or redeemed any securities of the Company, ; (e) mortgaged, pledged or subjected to any material Lien lien or adverse claim any of its properties or assets, except for Liens liens for taxes not yet due and payable or otherwise in the ordinary course of business, business or that have not resulted in a Material Adverse Effect; (f) sold, assigned or transferred any of its material assets, tangible or intangible, except in the ordinary course of business or in an amount less than $250,000, business; (g) suffered any extraordinary losses or waived any rights of material value other than in the ordinary course of business, ; (h) made any material capital expenditures or commitments therefore therefor other than in the ordinary course of business or in an amount less than $250,000, business; (i) entered into any other material transaction other than in the ordinary course of business in an amount less than $250,000 or entered into any material transaction, whether or not in the ordinary course of business, ; (j) made any charitable contributions or pledges, (k) suffered any damages, destruction or casualty loss, whether or not covered by insurance, affecting any of the properties or assets of the Company or any other properties or assets of the Company which could, individually or in the aggregate, have or result in a Material Adverse Effect, ; (lk) made any material change in the nature or operations of the business of the Company, ; or (m) participated in any transaction that would have a Material Adverse Effect or otherwise acted outside the ordinary course of business, (n) the Company has not increased the compensation of any of its officers or the rate of pay of any of its employees, except as part of regular compensation increases in the ordinary course of business, (ol) entered into any agreement or commitment to do any of the foregoing.

Absence of Certain Developments. Except as set forth in Schedule 3.8 and except as expressly contemplated by this Agreement and as contemplated by the Commission DocumentsAgreement, since February 28December 31, 2002, through the date immediately preceding each Closing Date2006, the Company has not: suffered a Material Adverse Effect or a material casualty loss or damage to the assets of the Company (whether or not (a) issued covered by insurance); redeemed or repurchased, directly or indirectly, any stockshares of its capital stock or other equity securities or declared, optionsset aside or paid any dividends or made any other distributions with respect to any shares of its capital stock or other equity securities or made any payments with respect to any stock appreciation rights, phantom stock plans or similar arrangements; issued, sold or transferred any notes, bonds or other corporate debt securities, any shares of its capital stock or other equity securities, any securities convertible, exchangeable or exercisable into shares of its capital stock or other than as reflected in Section 6.2 hereofequity securities, (b) or any warrants, options or other rights to acquire shares of its capital stock or other equity securities or granted any stock appreciation, phantom stock or other similar rights; borrowed any amount or incurred or became become subject to any Liabilities material liabilities, except current liabilities incurred in the Ordinary Course of Business; discharged or satisfied any Lien (absolute, accrued other than Permitted Liens) or contingent)paid any material obligation or liability, other than current Liabilities incurred liabilities paid in the ordinary course Ordinary Course of business and Liabilities under contracts entered into in the ordinary course Business, or prepaid any amount of business, (c) discharged or satisfied any material Lien or adverse claim or paid any obligation or Liability (absolute, accrued or contingent), other than current Liabilities shown on the Balance Sheet and current Liabilities incurred in the ordinary course of business, (d) declared or made any payment or distribution of cash or other property to the stockholders of the Company or purchased or redeemed any securities of the Company, (e) Indebtedness; mortgaged, pledged or subjected to any material Lien or adverse claim (other than Permitted Liens) any portion of its properties or assets; sold, except for Liens for taxes not yet due and payable or otherwise in the ordinary course of business, (f) soldleased, assigned or transferred any portion of its tangible assets, tangible or intangible, except in the ordinary course Ordinary Course of business Business, or canceled without fair consideration any debts or claims owing to or held by it; sold, assigned, licensed or transferred any Intellectual Property or disclosed any confidential information other than pursuant to agreements preserving all material rights of the Company in an amount less than $250,000such confidential information or, (g) to the Company’s knowledge, received any confidential information of any third party in violation of any obligation of confidentiality; suffered any material extraordinary losses or waived any rights material rights, whether or not in the Ordinary Course of Business; suffered any material value theft, damage, destruction or casualty loss to its tangible assets, whether or not covered by insurance, or suffered any substantial destruction of the books and records of the Company; entered into, amended or terminated any material lease, contract, agreement or commitment, or taken any other action or entered into any other transaction, other than in the ordinary course Ordinary Course of businessBusiness, (h) made or entered into any capital expenditures or commitments therefore other than in the ordinary course of business or in an amount less than $250,000, (i) transaction with any Insider; entered into any other transaction other than in the ordinary course of business in an amount less than $250,000 or entered into any material transaction, whether or not in the ordinary course Ordinary Course of businessBusiness, or materially changed any business practice or policy; other than in the Ordinary Course of Business, (ji) made or granted any bonus or any wage, salary or compensation increase to any of the directors of the Company or any officer, employee, sales representative or consultant of the Company who earns or has earned more than $35,000 annually in aggregate compensation from the Company, or (ii) made or granted any increase in any employee benefit plan or arrangement, or amended or terminated any existing employee benefit plan or arrangement or adopted any new employee benefit plan or arrangement; conducted its cash management practices other than in the Ordinary Course of Business (including with respect to maintenance of working capital balances, collection of accounts receivable and payment of accounts payable); made any capital expenditures or commitments for capital expenditures that aggregate in excess of $100,000; made any loans or advances to, or guarantees for the benefit of, any Persons, except for advances to employees in the Ordinary Course of Business; entered into any lease of capital equipment or real estate involving rental in excess of $5,000 per annum; made any charitable contributions or pledges, (k) suffered pledges or paid any damages, destruction association fees or casualty loss, whether dues in excess of $10,000; changed any material accounting practices or not covered by insurance, affecting policies; changed or authorized any change in its articles of incorporation or by-laws; or entered into any agreement or commitment to take any of the properties actions described in Section 3.8(a) through (s), inclusive. Title to Properties; Sufficiency of Assets. The Company owns no real property. Schedule 3.9(b) sets forth the address of each Leased Real Property and a true and complete list of all Leases (including all amendments, extensions and renewals thereto). The Company has delivered to Buyer complete and accurate copies of each of the Leases described in Schedule 3.9(b). With respect to each Lease, except as set forth on Schedule 3.9(b): such Lease is valid, binding, enforceable and in full force and effect (or, to the extent such Lease is being entered into at Closing, shall be valid, binding, enforceable and in full force and effect as of the Closing) and has not been modified (except to the extent disclosed in the documents delivered to Buyer) and, in each case, the lessee is in peaceable possession thereof; the transactions contemplated by this Agreement do not require the consent of any other party to such Lease, will not result in a breach of or default under such Lease, or otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing as are in effect immediately prior to the Closing (to the extent such Lease was in effect prior to the Closing); neither the Company nor, to the Company’s knowledge, any other party to such Lease is in breach or default thereof, and no event has occurred which, with notice or lapse of time, would constitute such a breach or default or permit termination, modification or acceleration under such Lease; no party to such Lease has repudiated any provision thereof and there are no disputes, oral agreements, or forbearance programs in effect as to such Lease; the Company has not assigned, transferred, conveyed, subleased, licensed, mortgaged, deeded in trust or encumbered any interest in the Leased Real Property; all rents and additional rents due under each such Lease have been paid; no security deposit or portion thereof deposited with respect to such Lease has been applied, in respect to a breach or default under such Lease, which has not been redeposited in full; the Company does not owe, and will not owe in the future, any brokerage commissions or finder’s fees with respect to such Lease; and the other party to such Lease is not an Affiliate of, and otherwise does not have any economic interest in, the Company. The Leased Real Property described in Schedule 3.9(b) constitutes all of the real estate used or occupied by the Company. To the Company’s knowledge, the owner of the building, improvements or other property leased or subleased has good and marketable title to the parcel of real property, free and clear of all Liens other than (i) installments of special assessments and Taxes not yet due and payable and (ii) recorded easements, covenants and restrictions of record which do not impair the current use, occupancy or value, or the marketability of title, of the property subject thereto. Except as set forth on Schedule 3.9(e), the Company own good and marketable title to, or a valid leasehold in, free and clear of all Liens (other than Permitted Liens), all of the personal property and assets which are shown on the Financial Statements or acquired thereafter or located on the Leased Real Property or used by the Company. The buildings, structures, improvements, fixtures, machinery, equipment, personal properties, vehicles and other tangible assets of the Company located upon or any used in connection with the Leased Real Property (other properties or than assets that are not necessary for the operation of the Company which couldbusiness of the Company) have been installed, maintained and operated in conformity with all applicable laws except as would not, individually or in the aggregate, have or result in a Material Adverse Effect, regulations and insurance policies, are in good condition and repair (lreasonable wear and tear excepted) made any material change and are usable in the nature Ordinary Course of Business, and to the Company’s knowledge, there are no latent defects with respect thereto. The Company owns or operations leases under valid leases all buildings, machinery, equipment and other tangible assets necessary for the conduct of its business. The assets and properties, both tangible and intangible, owned by the Company constitute all of the tangible and intangible assets and properties necessary to operate the business of currently conducted by the Company, (m) participated in any transaction that would have a Material Adverse Effect or otherwise acted outside the ordinary course of business, (n) the Company has not increased the compensation of any of its officers or the rate of pay of any of its employees, except as part of regular compensation increases in the ordinary course of business, (o) entered into any agreement or commitment to do any of the foregoing.

Absence of Certain Developments. Except as contemplated by this Agreement and as contemplated by Since the Commission Documents, since February 28, 2002, through the date immediately preceding each Closing Balance Sheet Date, neither SRI nor any Subsidiary has (except (i) in the Company has not ordinary course of its business consistent with past practices or (ii) as described in the Disclosure Schedule): (a) issued any stock, options, bonds or other corporate securities other than as reflected in Section 6.2 hereof, (b) borrowed any amount or incurred or became become subject to any Liabilities liability in excess of $5,000, except (absolute, accrued or contingent), other than i) current Liabilities liabilities incurred in the ordinary course of business and Liabilities (ii) liabilities under contracts entered into in the ordinary course of business, ; (c) discharged or satisfied any material Lien or adverse claim or paid any obligation or Liability (absolute, accrued or contingent), other than current Liabilities shown on the Balance Sheet and current Liabilities incurred in the ordinary course of business, (d) declared or made any payment or distribution of cash or other property to the stockholders of the Company or purchased or redeemed any securities of the Company, (eb) mortgaged, pledged or subjected to any material Lien lien, charge or adverse claim any other encumbrance, any of its properties or assetsassets with a fair market value in excess of $5,000, except (i) liens for Liens for taxes current property Taxes not yet due delinquent, (ii) liens imposed by law and payable incurred in the ordinary course of business for obligations not yet delinquent with respect to claims by carriers, warehousemen, laborers, materialmen and the like, (iii) liens in respect of pledges or otherwise deposits under workers' compensation laws, or (iv) liens voluntarily created in the ordinary course of business, all of which liens aggregate less than $25,000; (fc) discharged or satisfied any lien or encumbrance or paid any liability, in each case with a value in excess of $5,000, other than current liabilities (including the current portion of long-term liabilities) paid in the ordinary course of business; (d) sold, assigned or transferred (including, without limitation, transfers to any employees, affiliates or shareholders) any tangible assets with a fair market value in excess of its assets$5,000, tangible or intangiblecanceled any debts or claims, in each case, except in the ordinary course of business business; (e) sold, assigned or transferred (including, without limitation, transfers to any employees, affiliates or shareholders) any patents, trademarks, trade names, copyrights, trade secrets or other intangible assets; (f) disclosed, to any person other than Ringer or Merger Subsidiary and authorized representatives of Ringer or Merger Subsidiary, any proprietary confidential information, other than pursuant to a confidentiality agreement prohibiting the use or further disclosure of such information, which agreement is identified in an amount less than $250,000, the Disclosure Schedule and is in full force and effect on the date hereof; (g) suffered any extraordinary losses or waived any rights of material value other than or suffered any extraordinary losses or adverse changes in the ordinary course of businesscollection loss experience, (h) made any capital expenditures whether or commitments therefore other than not in the ordinary course of business or in an amount less consistent with past practice; 8 9 (h) declared or paid any dividends or other distributions with respect to any shares of its capital stock other than $250,000to SRI or a Subsidiary or redeemed or purchased, directly or indirectly, any shares of its capital stock or any options, warrants or other rights to purchase the same; (i) issued, sold or transferred any of its equity securities, securities convertible into or exchangeable for its equity securities or options, warrants or other rights to acquire its equity securities, or any bonds or debt securities; (j) taken any other action or entered into any other transaction other than in the ordinary course of business and in an amount less than $250,000 accordance with past custom and practice, or entered into any material transactiontransaction with any Insider (as defined in Section 3.23 hereof) other than employment arrangements otherwise disclosed in this Agreement and the Disclosure Schedule, whether or not in the ordinary course of business, (j) made any charitable contributions or pledges, transactions expressly contemplated by this Agreement; (k) suffered any damagesmaterial theft, damage, destruction or casualty lossloss of or to any property or properties owned or used by it, whether or not covered by insurance; (l) made or granted any bonus, affecting or any wage, salary or compensation increase to any director, officer, employee or consultant whose annual compensation in the preceding fiscal year exceeded $50,000, or made or granted any increase in any employee benefit plan or arrangement, or amended or terminated any existing employee benefit plan or arrangement, or adopted any new employee benefit plan or arrangement or made any commitment or incurred any liability to any labor organization; (m) made any single capital expenditure or commitment therefor in excess of $5,000; (n) made any loans or advances to, or guarantees for the benefit of, any persons in excess of $5,000; (o) made any charitable contributions or pledges in excess of $5,000; (p) made any change in accounting principles or practices from those utilized in the preparation of the properties Latest Financial Statements; (q) experienced any amendment, modification or assets termination of the Company any existing, or entered into any other properties new, contract, agreement, plan, lease, license, permit or assets of the Company franchise which couldis, individually either individual or in the aggregate, have or result in a Material Adverse Effect, (l) made any material change in the nature or operations of the business of the Company, (m) participated in any transaction that would have a Material Adverse Effect or otherwise acted outside the ordinary course of to its business, (n) the Company has not increased the compensation of any of its officers operations, financial position or the rate of pay of any of its employeesprospects, except as part of regular compensation increases other than in the ordinary course of business; (r) experienced any labor dispute; (s) experienced any change in any assumption underlying or method of calculating any bad debt, inventory, contingency or other reserve; (ot) entered into written off as uncollectible any agreement note or commitment account receivable, or canceled any debts, other than in the ordinary course of business and consistent with past practice; (u) failed to do replace or replenish inventory or supplies as such inventory or supplies may have been depleted from time to time, collect accounts receivable, pay accounts payable and has not shortened or lengthened the customary payment cycles for any of its payables or receivables or otherwise managed its working capital accounts other than in the foregoing.ordinary course of business and in a manner consistent with past practice; (v) experienced any writedown or writeup of (or failed to writedown or writeup in accordance with GAAP) the value of any inventories, receivables or other assets, or revalued any of its assets; (w) failed to maintain all material assets in accordance with good business practice and in good operating condition and repair, ordinary wear and tear excepted; (x) experienced any lapse or termination of any material permit that was issued or relates to its business, including any failure to renew any such permit; or (y) discontinued or altered, in any material respect, its advertising or promotional activities or its pricing and purchasing policies. 9 10 3.12

Absence of Certain Developments. Except as contemplated by this Agreement and as contemplated by Since the Commission Documents, since February 28, 2002, through original issuance date of the date Note until immediately preceding each Closing prior to the consummation of the transactions to be effected on the Effective Date, the Company has not (a) issued any stock, options, bonds or other corporate securities other than as reflected in Section 6.2 hereof, (b) borrowed any amount or incurred or became subject to any Liabilities (absolute, accrued or contingent), other than current Liabilities incurred conducted the business only in the ordinary course of business and Liabilities under contracts entered into in the ordinary course of businessconsistent with past practice, (c) discharged or satisfied any material Lien or adverse claim or paid any obligation or Liability (absolute, accrued or contingent), other than current Liabilities shown on the Balance Sheet and current Liabilities incurred in the ordinary course of business, (d) declared or made any payment or distribution of cash or other property to the stockholders of the Company or purchased or redeemed any securities of the Companyhas not incurred, (e) mortgaged, pledged or subjected to any material Lien or adverse claim any of its properties or assets, except for Liens for taxes not yet due and payable or otherwise in the ordinary course of business, (f) sold, assigned or transferred any of its assets, tangible or intangible, except in the ordinary course of business or in an amount less than $250,000, (g) suffered any extraordinary losses or waived any rights of material value other than in the ordinary course of business, (h) made any capital expenditures or commitments therefore other than material Liabilities that would be required under generally accepted accounting principles to be set forth on the Company’s balance sheet, except for legal and accounting costs incurred in connection with the ordinary course negotiation, execution and delivery by the Company of business or in an amount less than $250,000, this Agreement and there have been: (i) entered into any other transaction other than in the ordinary course of business in an amount less than $250,000 no events, occurrences or entered into any material transaction, whether or not in the ordinary course of business, (j) made any charitable contributions or pledges, (k) suffered any damages, destruction or casualty loss, whether or not covered by insurance, affecting any of the properties or assets of the Company or any other properties or assets of the Company which couldcircumstances that, individually or in the aggregate, have had or would reasonably be expected to have a material adverse effect on or constitute a material adverse event in the business or affairs of the company; (ii) no declaration, setting aside or payment of any dividend or other distribution with respect to, or any direct or indirect redemption or acquisition of, any of the capital stock of the Company; (iii) no waiver of any material right of the Company or any Affiliate or cancellation of any material debt or claim held by the Company or any Affiliate; (iv) no increase in the compensation paid or payable to any officer, director, employee or agent of the Company or any Affiliate; (v) no material loss or interference with the business or material loss, destruction or damage to any property of the Company or any Affiliate, whether or not insured; (vi) no labor dispute involving the Company or any Affiliate, no collective bargaining agreement entered into by the Company or any Affiliate and no change in the personnel of the Company or any Affiliate or the terms and conditions of their employment; (vii) no acquisition, encumbering or disposition of any assets of the Company or any Affiliate (or any contract or arrangement therefor), except in the ordinary course of business, nor any other transaction by the Company or any Affiliate other than for fair value in the ordinary course of business; (viii) no change in accounting methods or practices or tax elections of the Company or any Affiliate; (ix) no liability for Taxes other than in the ordinary course of business; (x) no settlement or compromise of any Tax liability, no amended Tax Return, no “closing agreement” (as described in Code section 7121 or any corresponding provision of state, local or foreign law), no extension or waiver of the limitation period applicable to any Tax claim or assessment, or any other similar action relating to the filing of any Tax Return or the payment or refund of any Tax; (xi) no loss, or any development that is expected to result in a Material Adverse Effectloss, of any significant vendor or account of the Company; (lxii) made no amendment or termination of any material contract to which the Company or any Affiliate is a party or by which they or their respective properties are bound; (xiii) no change in the nature or operations capital stock of the business Company or any Affiliate; (xiv) no entry into, adoption, amendment, modification or termination of any bonus, profit-sharing, incentive, retention, severance, or other plan, contract, or commitment for the benefit of any directors, officers and employees of the Company, (m) participated in Company or any transaction that would have a Material Adverse Effect or otherwise acted Affiliate outside the ordinary course of business, and (nxv) the Company has not increased the compensation of any of its officers no commitment (contingent or the rate of pay of any of its employees, except as part of regular compensation increases in the ordinary course of business, (ootherwise) entered into any agreement or commitment to do any of the foregoing.

Absence of Certain Developments. Except as contemplated by this Agreement and as contemplated by the Commission Documentsprovided in SEC Documents or in Schedule 3.1(z) hereto, since February 28April 1, 2002, through the date immediately preceding each Closing Date, 2000 neither the Company has not nor any subsidiary has: (ai) issued any stock, options, bonds or other corporate securities other than as reflected in Section 6.2 hereofor any rights, options or warrants with respect thereto; (bii) borrowed any amount or incurred or became become subject to any Liabilities liabilities (absoluteabsolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, accrued as adjusted to reflect the current nature and volume of the Company's or such subsidiary's business; (iii) discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current Liabilities incurred in the ordinary course of business and Liabilities under contracts entered into liabilities paid in the ordinary course of business, ; (c) discharged or satisfied any material Lien or adverse claim or paid any obligation or Liability (absolute, accrued or contingent), other than current Liabilities shown on the Balance Sheet and current Liabilities incurred in the ordinary course of business, (div) declared or made any payment or distribution of cash or other property to the stockholders of the Company with respect to its stock, or purchased or redeemed redeemed, or made any securities of the Companyagreements so to purchase or redeem, (e) mortgaged, pledged or subjected to any material Lien or adverse claim any shares of its properties or assets, except for Liens for taxes not yet due and payable or otherwise in the ordinary course of business, capital stock; (fv) sold, assigned or transferred any of its other tangible assets, tangible or intangiblecanceled any debts or claims, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or in an amount less than $250,000, to the Purchaser or its representatives; (gvii) suffered any extraordinary substantial losses or waived any rights of material value other than in the ordinary course of business, (h) made any capital expenditures or commitments therefore other than in the ordinary course of business or in an amount less than $250,000, (i) entered into any other transaction other than in the ordinary course of business in an amount less than $250,000 or entered into any material transactionvalue, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business; (jviii) made any charitable contributions changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or pledges, commitments therefor in excess of $500,000; (kx) entered into any other material transaction not in the ordinary course of business; (xi) suffered any damagesmaterial damage, destruction or casualty loss, whether or not covered by insurance, affecting ; (xii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; or (xiii) effected any two or more events of the properties or assets of foregoing kind which in the aggregate would be material to the Company or any other properties or assets of the Company which could, individually or in the aggregate, have or result in a Material Adverse Effect, its subsidiaries. (l) made any material change in the nature or operations of the business of the Company, (m) participated in any transaction that would have a Material Adverse Effect or otherwise acted outside the ordinary course of business, (n) the Company has not increased the compensation of any of its officers or the rate of pay of any of its employees, except as part of regular compensation increases in the ordinary course of business, (o) entered into any agreement or commitment to do any of the foregoing.aa)

Absence of Certain Developments. Except as contemplated by this Agreement and as contemplated by the Commission DocumentsAgreement, since February 28December 31, 2002, through the date immediately preceding each Closing Date1998, the Company has and each of its subsidiaries have not (a) issued any stock, options, bonds or other corporate securities other than as reflected in Section 6.2 hereofsecurities, (b) borrowed any amount or incurred or became become subject to any Liabilities liabilities (absolute, accrued absolute or contingent), other than current Liabilities liabilities incurred in the ordinary course of business and Liabilities liabilities under contracts entered into in the ordinary course of business, all of which involve less than $100,000, (c) discharged or satisfied any material Lien or lien, adverse claim or encumbrance or paid any obligation or Liability liability (absolute, accrued absolute or contingent), other than current Liabilities shown on the Balance Sheet and current Liabilities incurred liabilities paid in the ordinary course of business, ; (d) declared or made any payment or distribution of cash or other property to the stockholders of the Company with respect to the Common Stock or purchased or redeemed any securities shares of the Company, Common Stock; (e) mortgaged, pledged or subjected to any material Lien lien, adverse claim, charge or adverse claim any other encumbrance, any of its properties or assets, except for Liens liens for taxes not yet due and payable or otherwise in the ordinary course of business, ; (f) sold, assigned or transferred any of its assets, tangible or intangible, except in the ordinary course of business or and in an amount less than $250,000100,000, (g) suffered any extraordinary losses or waived any rights of material value other than in the ordinary course of business, ; (h) made any capital expenditures or commitments therefore therefor other than in the ordinary course of business or in an amount less than $250,000, business; (i) entered into any other transaction other than in the ordinary course of business in an amount less than $250,000 100,000 or entered into any material transaction, whether or not in the ordinary course of business, ; (j) made any charitable contributions or pledges, ; (k) suffered any damages, destruction or casualty loss, whether or not covered by insurance, affecting any of the properties or assets of the Company or its subsidiaries or any other properties or assets of the Company or its subsidiaries which could, individually could have a material adverse effect on the business or in financial condition of the aggregate, have Company or result in a Material Adverse Effect, its subsidiaries; (l) made any material change in the nature or operations of the business of the Company, Company or its subsidiaries; or (m) participated in any transaction that would have a Material Adverse Effect resolved or otherwise acted outside the ordinary course of business, (n) the Company has not increased the compensation of any of its officers or the rate of pay of any of its employees, except as part of regular compensation increases in the ordinary course of business, (o) entered into any agreement or commitment understanding with respect to do any of the foregoing.

Absence of Certain Developments. Except as described in or contemplated by this Agreement and as contemplated by or the Commission SEC Documents, since February 28December 31, 20021999, through the date immediately preceding each Closing Date, the Company has not (a) issued any stock, options, bonds or other corporate securities other than as reflected in Section 6.2 hereofsecurities, (b) borrowed any amount or incurred or became become subject to any Liabilities liabilities (absolute, accrued or contingent), other than current Liabilities liabilities incurred in the ordinary course of business and Liabilities liabilities under contracts entered into in the ordinary course of business, (c) discharged or satisfied any material Lien lien or adverse claim or paid any obligation or Liability liability (absolute, accrued or contingent), other than current Liabilities liabilities shown on the Balance Sheet and current Liabilities liabilities incurred in the ordinary course of business, ; (d) declared or made any payment or distribution of cash or other property to the stockholders shareholders of the Company or purchased or redeemed any securities of the Company, ; (e) mortgaged, pledged or subjected to any material Lien lien or adverse claim any of its properties or assets, except for Liens liens for taxes not yet due and payable or otherwise in the ordinary course of business, ; (f) sold, assigned or transferred any of its assets, tangible or intangible, except in the ordinary course of business or in an amount less than $250,000business, (g) suffered any extraordinary losses or waived any rights of material value other than in the ordinary course of business, ; (h) made any capital expenditures or commitments therefore therefor other than in the ordinary course of business or in an amount less than $250,000, business; (i) entered into any other material transaction other than in the ordinary course of business in an amount less than $250,000 or entered into any material transaction, whether or not in the ordinary course of business, ; (j) made any charitable contributions or pledges, (k) suffered any damages, destruction or casualty loss, whether or not covered by insurance, affecting any of the properties or assets of the Company or any other properties or assets of the Company which could, individually or in the aggregate, have or result in a Material Adverse Effect, ; (lk) made any material change in the nature or operations of the business of the Company, ; or (m) participated in any transaction that would have a Material Adverse Effect or otherwise acted outside the ordinary course of business, (n) the Company has not increased the compensation of any of its officers or the rate of pay of any of its employees, except as part of regular compensation increases in the ordinary course of business, (ol) entered into any agreement or commitment to do any of the foregoing.

Absence of Certain Developments. Except as contemplated by this Agreement Agreement, and except as contemplated by the Commission Documentsset forth on Schedule 8(h) since September 30, since February 28, 2002, through the date immediately preceding each Closing Date, 1999 the Company has not not, nor will have prior to the Closing Date: (ai) issued any stock, options, bonds or other corporate securities (other than as reflected in Section 6.2 hereof, permitted or contemplated by this Agreement); (bii) borrowed any amount or incurred or became subject to any Liabilities liabilities (absolute, accrued absolute or contingent)) which involve $50,000 or more, other than current Liabilities liabilities incurred in the ordinary course of business and Liabilities liabilities under contracts entered into in the ordinary course of business, ; (ciii) discharged or satisfied any material Lien or lien, adverse claim or encumbrance or paid any obligation or Liability liability (absolute, accrued absolute or contingent), other than current Liabilities shown on the Balance Sheet and current Liabilities incurred liabilities paid in the ordinary course of business, ; (div) declared or made any payment or distribution of cash or other property to the stockholders of the Company with respect to the Common Stock or purchased or redeemed any securities shares of the Company, Common Stock; (ev) mortgaged, pledged or subjected to any material Lien lien, adverse claim, charge or adverse claim any other encumbrance, any of its properties or assets, except for Liens liens for taxes not yet due and payable or otherwise in the ordinary course of business, payable; (fvi) sold, assigned or transferred any of its assets, tangible or intangible, except in the ordinary course of business or and in an amount less than $250,00050,000, or disclosed to any person, firm or entity not subject to a confidentiality obligation with the Company any proprietary confidential information; (gvii) suffered any extraordinary losses or waived any rights of material value other than in the ordinary course of business, value; (hviii) made any capital expenditures or commitments therefore other than in the ordinary course of business or in an amount less than $250,000, (i) entered into any other transaction other than in the ordinary course of business in an amount less than $250,000 or entered into any material transaction, whether or not in the ordinary course of business, (j) made any charitable contributions or pledges, (k) suffered any damages, destruction or casualty loss, whether or not covered by insurance, affecting any of the properties or assets of the Company or any other properties or assets of the Company which could, individually or in the aggregate, have or result in a Material Adverse Effect, (l) made any material change in the nature or operations of the business of the Company, ; or (mix) participated in any transaction that would have a Material Adverse Effect resolved or otherwise acted outside the ordinary course of business, (n) the Company has not increased the compensation of any of its officers or the rate of pay of any of its employees, except as part of regular compensation increases in the ordinary course of business, (o) entered into any agreement or commitment understanding with respect to do any of the foregoing.. (i)

Absence of Certain Developments. Except as contemplated by this Agreement and as contemplated by or disclosed in the Draft 2005 10-K or the Commission Documents, since February 28September 30, 20022005, through the date immediately preceding each the Closing Date, the Company has not (a) issued any stock, options, bonds or other corporate securities other than as reflected in Section 6.2 hereofpursuant to the Option Plans, (b) borrowed any amount or incurred or became become subject to any Liabilities liabilities (absolute, accrued or contingent), other than current Liabilities liabilities incurred in the ordinary course of business and Liabilities liabilities under contracts entered into in the ordinary course of business, (c) discharged or satisfied any material Lien lien or adverse claim or paid any obligation or Liability liability (absolute, accrued or contingent), other than current Liabilities liabilities shown on the Balance Sheet Sheets and current Liabilities liabilities incurred in the ordinary course of business, (d) declared or made any payment or distribution of cash or other property to the stockholders of the Company or purchased or redeemed any securities of the Company, (e) mortgaged, pledged or subjected to any material Lien or adverse claim any of its properties or assets, except for Liens for taxes not yet due and payable or otherwise in the ordinary course of business, (f) sold, assigned or transferred any of its assets, tangible or intangible, except in the ordinary course of business or in an amount less than $250,000250,000 in the aggregate, (g) suffered any extraordinary losses or waived any rights of material value other than in the ordinary course of businessvalue, (h) made any capital expenditures or commitments therefore other than in the ordinary course of business or in an amount less than $250,000, (i) entered into any other transaction therefor other than in the ordinary course of business in an amount less than $250,000 or entered into any material transaction, whether or not in the ordinary course of business, (i) entered into any other transaction other than in an amount less than $250,000 in the aggregate, (j) made any charitable contributions or pledgespledges in an amount in excess of $50,000 in the aggregate, (k) suffered any damages, destruction or casualty loss, whether or not covered by insurance, affecting any of the properties or assets of the Company or any other properties or assets of the Company which could, individually or in the aggregate, have or result in a Material Adverse Effect, (l) made any material change in the nature or operations of the business of the Company, Company or (m) participated in any transaction that would have a Material Adverse Effect or otherwise acted outside the ordinary course of business, (n) the Company has not increased the compensation of any of its officers or the rate of pay of any of its employees, except as part of regular compensation increases in the ordinary course of business, (o) entered into any agreement or commitment to do any of the foregoing.

Absence of Certain Developments. Since the date of the 2012 Balance Sheet, there has not been a Material Adverse Effect. Except as set forth on the Developments Schedule and except as expressly contemplated by this Agreement and as contemplated by the Commission DocumentsAgreement, since February 28, 2002, through the date immediately preceding each Closing Dateof the 2012 Balance Sheet, neither the Company has not nor any of its Subsidiaries has: (a) issued effected any stockrecapitalization, optionsreclassification, bonds unit or other corporate securities other than as reflected stock dividend, unit or stock split or like change in Section 6.2 hereof, its capitalization; 15 (b) borrowed any amount amended its certificate of formation or incurred articles of incorporation or became subject to any Liabilities bylaws or limited liability company agreement (absolute, accrued or contingentequivalent organizational documents), other than current Liabilities incurred in the ordinary course of business and Liabilities under contracts entered into in the ordinary course of business, or any Equity Agreement; (c) discharged or satisfied any material Lien or adverse claim or paid any obligation or Liability (absolute, accrued or contingent), other than current Liabilities shown on the Balance Sheet and current Liabilities incurred in the ordinary course of business, (d) declared or made any payment or distribution of cash or other property to the stockholders of the Company or purchased or redeemed any securities of the Company, (e) mortgaged, pledged or subjected to any Lien, any material Lien or adverse claim any portion of its properties or assets, except for Liens for taxes not yet due and payable Permitted Liens; (d) (i) sold, leased, assigned or otherwise transferred any material portion of its assets, other than sales of products in the ordinary course of businessbusiness consistent with past practice, or (ii) acquired any material assets other than supplies in the ordinary course of business consistent with past practice or as contemplated in the capital expenditures budget attached hereto in the Capital Expenditures Schedule; (e) sold, assigned, transferred, licensed or otherwise disposed of any material Company Intellectual Property; (f) soldallowed to lapse or abandoned any material Company Intellectual Property; (g) issued, assigned sold or otherwise transferred any Company Securities or Subsidiary Securities, or amended any term of any Subsidiary Security; (h) made any material investment in, or any material loan to, any other Person (other than a wholly-owned Subsidiary of the Company); (i) declared, set aside, or paid any dividend or made any distribution with respect to its assetsequity securities (whether in cash or in kind) or redeemed, tangible purchased or intangibleotherwise acquired any of Company Securities or Subsidiary Securities, except for (i) dividends or distributions made by the Company’s wholly-owned Subsidiaries to their respective parents and (ii) repurchases of Units from current or former employees, consultants, directors or managers of the Company or its Subsidiaries consistent with past practice and in an aggregate amount not exceeding $250,000; (j) made any capital expenditures or commitments therefor, except in the ordinary course of business and as contemplated in its existing capital expenditures budget; (k) made any loan to, or entered into any other transaction with, any of its directors or officers, other than the advancement of expenses in an amount less than $250,000the ordinary course of business consistent with past practice; (l) (i) terminated, entered into, established, adopted, amended, modified or materially increased benefits under or made new grants or awards under, any Plan, or any trust agreement related thereto, (gii) taken any action to accelerate the vesting or exercisability of any unvested units, (iii) granted or increased any material severance or termination pay to any employee of the Company or any of its Subsidiaries or (iv) entered into any material employment agreement (or materially amended any existing employment agreement) with any employee of the Company or any of its Subsidiaries; 16 (m) increased compensation payable to any existing employee of the Company or any of its Subsidiaries, other than in connection with promotions in the ordinary course of business; (n) established, adopted or amended any collective bargaining agreement; (o) created, incurred, assumed or suffered to exist or otherwise become liable with respect to any extraordinary losses Indebtedness other than (i) Indebtedness owed to the Company or waived any rights wholly-owned Subsidiary of the Company, (ii) any draw-down of funds under its revolving credit facilities in the ordinary course of business consistent with past practice, (ii) letters of credit issued under its credit facilities in the ordinary course of business consistent with past practice or (iii) Indebtedness for borrowed money incurred to replace, renew, extend, refinance or refund any Indebtedness existing on the date of this Agreement and in amounts not materially in excess of such existing Indebtedness; (p) entered into, amended or modified in any material value respect or terminated any Material Contract (or any other contract which, had it not been so amended, modified or terminated, would have constituted a Material Contract), other than in the ordinary course of business; (q) changed the Company’s method of accounting, except as required by concurrent changes in GAAP, as agreed to by its independent public accountants; (hr) made any capital expenditures settled, or commitments therefore other than in the ordinary course of business offered or in an amount less than $250,000proposed to settle, (i) entered into any other transaction other than in the ordinary course of business in an amount less than $250,000 or entered into any material transactionlitigation, whether investigation, arbitration, proceeding or not in the ordinary course of business, (j) made any charitable contributions other claim involving or pledges, (k) suffered any damages, destruction or casualty loss, whether or not covered by insurance, affecting any of the properties or assets of against the Company or any other properties or assets of the Company which could, individually or in the aggregate, have or result in a Material Adverse Effect, (l) made any material change in the nature or operations of the business of the Company, (m) participated in any transaction that would have a Material Adverse Effect or otherwise acted outside the ordinary course of business, (n) the Company has not increased the compensation of any of its officers Subsidiaries; or the rate of pay of any of its employees(s) agreed, except as part of regular compensation increases in the ordinary course of business, (o) entered into any agreement resolved or commitment committed to do any of the foregoing.. 4.07

Absence of Certain Developments. Except as described in or contemplated by this Agreement and as contemplated by including on Schedule 6.6 hereto or the Commission SEC Documents, since February 28December 31, 20022003, through the date immediately preceding each Closing Date, the Company has not (a) issued any stock, options, bonds or other corporate securities securities, other than as reflected in Section 6.2 hereofupon the exercise of options outstanding prior to December 31, 2003; (b) borrowed any amount or incurred or became become subject to any Liabilities material liabilities (absolute, accrued or contingent), other than current Liabilities liabilities incurred in the ordinary course of business and Liabilities liabilities under contracts entered into in the ordinary course of business, ; (c) discharged or satisfied any material Lien lien or adverse claim or paid any material obligation or Liability liability (absolute, accrued or contingent), other than current Liabilities liabilities shown on the Balance Sheet and current Liabilities liabilities incurred in the ordinary course of business, ; (d) declared or made any payment or distribution of cash or other property to the stockholders shareholders of the Company or purchased or redeemed any securities of the Company, ; (e) mortgaged, pledged or subjected to any material Lien lien or adverse claim any of its material properties or assets, except for Liens liens for taxes not yet due and payable or otherwise in the ordinary course of business, ; (f) sold, assigned or transferred any of its material assets, tangible or intangible, except in the ordinary course of business or in an amount less than $250,000, business; (g) suffered any extraordinary losses or waived any rights of material value other than in the ordinary course of business, (h) made any capital expenditures or commitments therefore other than in the ordinary course of business or in an amount less than $250,000, (i) entered into any other transaction other than in the ordinary course of business in an amount less than $250,000 or entered into any material transaction, whether or not in the ordinary course of business, (j) made any charitable contributions or pledges, (k) suffered any damages, destruction or casualty loss, whether or not covered by insurance, affecting any of the properties or assets of the Company or any other properties or assets of the Company which could, individually or in the aggregate, have or result in a Material Adverse Effect, ; (lk) made any material change in the nature or operations of the business of the Company, ; or (m) participated in any transaction that would have a Material Adverse Effect or otherwise acted outside the ordinary course of business, (n) the Company has not increased the compensation of any of its officers or the rate of pay of any of its employees, except as part of regular compensation increases in the ordinary course of business, (oh) entered into any agreement or commitment to do any of the foregoing.

Absence of Certain Developments. Except as disclosed in the CASH Financial Statements, Schedule 2.13, another Schedule hereto or as otherwise contemplated by this Agreement and as contemplated by the Commission DocumentsAgreement, since February 28, 2002, through the date immediately preceding each Closing Dateof the CASH Financial Statements, the Company CASH has not (a) issued any stock, options, bonds or other corporate securities other than as reflected conducted its business in Section 6.2 hereof, (b) borrowed any amount or incurred or became subject to any Liabilities (absolute, accrued or contingent), other than current Liabilities incurred all material respects in the ordinary course consistent with past practice and there has not occurred (i) any event that would be reasonably expected to have a CASH Material Adverse Effect, (ii) any event that would reasonably be expected to prevent or materially delay the performance of business and Liabilities under contracts entered into CASH’s obligations pursuant to this Agreement, (iii) any material change by CASH in its accounting methods, principles or practices, (iv) any declaration, setting aside or payment of any dividend or distribution in respect of the shares of capital stock of CASH or any redemption, purchase or other acquisition of any of CASH’s securities, (v) any material increase in the ordinary course compensation or benefits or establishment of businessany bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards or restricted stock awards), stock purchase or other employee benefit plan of CASH, or any other material increase in the compensation payable or to become payable to any employees, officers, consultants or directors of CASH, (cvi) discharged any issuance, grants or satisfied sale of any material Lien securities, or adverse claim or paid entry into any obligation or Liability (absolute, accrued or contingent), other than current Liabilities shown on the Balance Sheet and current Liabilities incurred in the ordinary course of businessContract with respect thereto by CASH, (dvii) declared or made any payment or distribution of cash or other property amendment to the stockholders of the Company or purchased or redeemed any securities of the CompanyCASH Charter Documents, (eviii) mortgaged, pledged or subjected to any material Lien or adverse claim any of its properties or assets, except for Liens for taxes not yet due and payable or otherwise in the ordinary course of business, (f) sold, assigned or transferred any of its assets, tangible or intangible, except in the ordinary course of business or in an amount less than $250,000, (g) suffered any extraordinary losses or waived any rights of material value other than in the ordinary course of business, (h) made any capital expenditures or commitments therefore other than in the ordinary course of business or in an amount less than $250,000consistent with past practice, any (w) capital expenditures by CASH, (ix) entered into purchase, sale, assignment or transfer of any other transaction other than material assets by CASH, (y) mortgage, pledge or existence of any lien, encumbrance or charge on any material assets or properties, tangible or intangible, of CASH, or (z) cancellation, compromise, release or waiver by CASH of any rights of material value or any material debts or claims, (ix) any incurrence by CASH of any material liability (absolute or contingent), except for current liabilities and obligations incurred in the ordinary course of business in an amount less than $250,000 or entered into any material transaction, whether or consistent with past practice which do not exceed in the ordinary course of businessaggregate $5,000, (jx) made any charitable contributions or pledges, (k) suffered any damagesdamage, destruction or casualty similar loss, whether or not covered by insurance, materially affecting any the business or properties of the properties or assets of the Company or any other properties or assets of the Company which could, individually or in the aggregate, have or result in a Material Adverse EffectCASH, (lxi) made entry into any material change in the nature or operations of the business of the Company, (m) participated in any transaction that would have a Material Adverse Effect or otherwise acted outside the ordinary course of business, (n) the Company has not increased the compensation of any of its officers or the rate of pay of any of its employees, except as part of regular compensation increases Contract other than in the ordinary course of businessbusiness consistent with past practice, (oxii) entered any acceleration, termination, modification or cancellation of any Contract to which CASH is a party or by which it is bound, (xiii) entry by CASH into a loan with any Person or a loan or other transaction with any officers, directors or employees of CASH, (xiv) entry by CASH into any transaction of a material nature other than in the ordinary course of business consistent with past practice, or (xv) any negotiation or agreement or commitment by CASH to do any of the foregoingthings described in the preceding clauses (i) through (xiv).

Absence of Certain Developments. Except as contemplated by this Agreement and as contemplated by Agreement, the Commission DocumentsDocuments and the Manufacturing Site Transfer of Estriopipate 1.25 mg. and 0.625 mg. (Ortho-Est) Strength Tablets Between Pharmaceutical International Inc. and the Company, dated June 22, 2001, since February 28December 31, 20022000, through the date immediately preceding each the Closing Date, neither the Company nor any of its Subsidiaries has not (a) issued any stock, options, bonds or other corporate securities other than as reflected in Section 6.2 hereofpursuant to the Option Plans, (b) borrowed any amount or incurred or became subject to any Liabilities liabilities (absolute, accrued or contingent), other than current Liabilities liabilities incurred in the ordinary course of business and Liabilities liabilities under contracts entered into in the ordinary course of business, (c) discharged or satisfied any material Lien lien or adverse claim or paid any obligation or Liability liability (absolute, accrued or contingent), other than current Liabilities liabilities shown on the Balance Sheet and current Liabilities liabilities incurred in the ordinary course of business, (d) declared or made any payment or distribution of cash or other property to the stockholders of the Company or purchased or redeemed any securities of the Company, (e) mortgaged, pledged or subjected to any material Lien lien or adverse claim any of its properties or assets, except for Liens liens for taxes not yet due and payable or otherwise in the ordinary course of business, (f) sold, assigned or transferred any of its assets, tangible or intangible, except in the ordinary course of business or in an amount less than $250,000, (g) suffered any extraordinary losses or waived any rights of material value other than in the ordinary course of business, (h) made any capital expenditures or commitments therefore therefor other than in the ordinary course of business or in an amount less than $250,000, (i) entered into any other transaction other than in the ordinary course of business in an amount less than $250,000 or entered into any material transaction, whether or not in the ordinary course of business, (j) made any charitable contributions or pledges, (k) suffered any damages, destruction or casualty loss, whether or not covered by insurance, affecting any of the properties or assets of the Company or any other properties or assets of the Company which could, individually or in the aggregate, have or result in a Material Adverse Effect, (l) made any material change in the nature or operations of the business of the Company, or (m) participated in any transaction that would have a Material Adverse Effect or otherwise acted outside the ordinary course of business, (n) the Company has not increased the compensation of any of its officers or the rate of pay of any of its employees, except as part of regular compensation increases in the ordinary course of business, (o) entered into any agreement or commitment to do any of the foregoing.

Absence of Certain Developments. Except as contemplated by this Agreement and as contemplated by or disclosed in the Commission Documents, since February 28December 31, 2002, through the date immediately preceding each the Closing Date, neither the Company nor any of its Subsidiaries has not (a) issued any stock, options, bonds or other corporate securities other than as reflected in Section 6.2 hereofpursuant to the Option Plans, (b) borrowed any amount or incurred or became subject to any Liabilities liabilities (absolute, accrued or contingent), other than current Liabilities liabilities incurred in the ordinary course of business and Liabilities liabilities under contracts entered into in the ordinary course of business, (c) discharged or satisfied any material Lien lien or adverse claim or paid any obligation or Liability liability (absolute, accrued or contingent), other than current Liabilities liabilities shown on the Balance Sheet Sheets and current Liabilities liabilities incurred in the ordinary course of business, (d) declared or made any payment or distribution of cash or other property to the stockholders of the Company or purchased or redeemed any securities of the Company, (e) mortgaged, pledged or subjected to any material Lien lien or adverse claim any of its properties or assets, except for Liens liens for taxes not yet due and payable or otherwise in the ordinary course of business, (f) sold, assigned or transferred any of its assets, tangible or intangible, except in the ordinary course of business or in an amount less than $250,000, (g) suffered any extraordinary losses or waived any rights of material value other than in the ordinary course of business, (h) made any capital expenditures or commitments therefore therefor other than in the ordinary course of business or in an amount less than $250,000, (i) entered into any other transaction other than in the ordinary course of business in an amount less than $250,000 or entered into any material transaction, whether or not in the ordinary course of business, (j) made any charitable contributions or pledges, (k) suffered any damages, destruction or casualty loss, whether or not covered by insurance, affecting any of the properties or assets of the Company or any other properties or assets of the Company which could, individually or in the aggregate, have or result in a Material Adverse Effect, (l) made any material change in the nature or operations of the business of the Company, Company or (m) participated in any transaction that would have a Material Adverse Effect or otherwise acted outside the ordinary course of business, (n) the Company has not increased the compensation of any of its officers or the rate of pay of any of its employees, except as part of regular compensation increases in the ordinary course of business, (o) entered into any agreement or commitment to do any of the foregoing.

Absence of Certain Developments. Except as contemplated by this Agreement Agreement, and except as contemplated by the Commission Documentsset forth in Schedule 5.9 hereto, since February 28, 2002, through the date immediately preceding each Closing Balance Sheet Date, the Company has not not, nor will have prior to the Closing: (a) issued any stock, options, bonds or other corporate securities other than as reflected in Section 6.2 hereof, securities; (b) borrowed any amount or incurred or became subject to any Liabilities liabilities (absolute, accrued absolute or contingent), other than current Liabilities liabilities incurred in the ordinary course of business and Liabilities liabilities under contracts entered into in the ordinary course of business, none of which are or shall be material and which are less than $25,000; (c) discharged or satisfied any material Lien or lien, adverse claim or encumbrance or paid any obligation or Liability liability (absolute, accrued absolute or contingent), other than current Liabilities shown on the Balance Sheet and current Liabilities incurred liabilities paid in the ordinary course of business, ; (d) declared or made any payment or distribution of cash or other property to the stockholders of the Company with respect to the Common Stock or purchased or redeemed any securities shares of the Company, Common Stock; (e) mortgaged, pledged or subjected to any material Lien lien, adverse claim, charge or adverse claim any other encumbrance, any of its properties or assets, except for Liens liens for taxes not yet due and payable or otherwise in the ordinary course of business, payable; (f) sold, assigned or transferred any of its assets, tangible or intangible, except in the ordinary course of business or and in an amount less than $250,00025,000, or disclosed to any person, firm or entity not party to a confidentiality agreement with the Company any proprietary confidential information; (g) suffered any extraordinary losses or waived any rights of material value other than in the ordinary course of business, value; (h) made any capital expenditures or commitments therefore other than in the ordinary course of business or in an amount less than $250,000, therefor; (i) entered into any other transaction other than in the ordinary course of business in an amount less than $250,000 25,000 or entered into any material transaction, whether or not in the ordinary course of business, ; (j) made any charitable contributions or pledges, ; (k) suffered any damages, destruction or casualty loss, whether or not covered by insurance, affecting any of the properties or assets of the Company or any other properties or assets of the Company which could, individually could have a material adverse effect on the business or in operations of the aggregate, have or result in a Material Adverse Effect, Company; (l) made any material change in the nature or operations of the business of the Company, ; or (m) participated in any transaction that would have a Material Adverse Effect resolved or otherwise acted outside the ordinary course of business, (n) the Company has not increased the compensation of any of its officers or the rate of pay of any of its employees, except as part of regular compensation increases in the ordinary course of business, (o) entered into any agreement or commitment understanding with respect to do any of the foregoing.

Absence of Certain Developments. Except as contemplated by this Agreement and as contemplated by the Commission Documentsdisclosed on Schedule 5(y), since February 28the filing of the Company’s Annual Report on Form 10-K on October 27, 20022015, through other than in the date immediately preceding each Closing Dateordinary course of business, neither the Company has not (a) Company, nor any of its subsidiaries has: • issued any stock, options, bonds or other corporate securities other than as reflected in Section 6.2 hereofor any rights, (b) options or warrants with respect thereto; • borrowed any amount or incurred or became become subject to any Liabilities liabilities (absoluteabsolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, accrued as adjusted to reflect the current nature and volume of the business of the Company and any subsidiary; • discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current Liabilities incurred in the ordinary course of business and Liabilities under contracts entered into liabilities paid in the ordinary course of business, (c) discharged or satisfied any material Lien or adverse claim or paid any obligation or Liability (absolute, accrued or contingent), other than current Liabilities shown on the Balance Sheet and current Liabilities incurred in the ordinary course of business, (d) ; • declared or made any payment or distribution of cash or other property to the stockholders of the Company with respect to its stock, or purchased or redeemed redeemed, or made any securities agreements so to purchase or redeem, any shares of its capital stock; • sold, assigned or transferred any other tangible assets, or canceled any debts or claims, except in the Companyordinary course of business; • sold, (e) mortgagedassigned or transferred any patent rights, pledged trademarks, trade names, copyrights, trade secrets or subjected other intangible assets or intellectual property rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers or their representatives; • suffered any material Lien losses or adverse claim waived any rights of its properties material value, whether or assets, except for Liens for taxes not yet due and payable or otherwise in the ordinary course of business, (f) sold, assigned or transferred suffered the loss of any material amount of its assets, tangible or intangible, prospective business; • made any changes in employee compensation except in the ordinary course of business or in an amount less than $250,000, (g) suffered any extraordinary losses or waived any rights of material value other than in the ordinary course of business, (h) and consistent with past practices; • made any capital expenditures or commitments therefore other than therefor that aggregate in the ordinary course excess of business or in an amount less than $250,000, (i) 50,000; • entered into any other transaction other than in the ordinary course of business in an amount less than $250,000 business, or entered into any other material transaction, whether or not in the ordinary course of business, (j) ; • made any charitable contributions or pledges, (k) pledges in excess of $10,000; • suffered any damagesmaterial damage, destruction or casualty loss, whether or not covered by insurance, affecting ; • experienced any material problems with labor or management in connection with the terms and conditions of their employment; • effected any two or more events of the properties or assets of foregoing kind which in the aggregate would be material to the Company or any other properties or assets of the Company which could, individually or in the aggregate, have or result in a Material Adverse Effect, (l) made any material change in the nature or operations of the business of the Company, (m) participated in any transaction that would have a Material Adverse Effect or otherwise acted outside the ordinary course of business, (n) the Company has not increased the compensation of any of its officers subsidiaries; or the rate of pay of any of its employees, except as part of regular compensation increases in the ordinary course of business, (o) • entered into any agreement an agreement, written or commitment otherwise, to do take any of the foregoingforegoing actions.

Absence of Certain Developments. Except as described in or contemplated by this Agreement and as contemplated by (including Schedule 6.6 hereto) or the Commission SEC Documents, since February 28March 31, 20022003, through the date immediately preceding each Closing Date, the Company has not (a) issued any stock, options, bonds or other corporate securities securities, other than as reflected in Section 6.2 hereofupon the exercise of options outstanding prior to March 31, 2003; (b) borrowed any amount or incurred or became become subject to any Liabilities liabilities (absolute, accrued or contingent), other than current Liabilities liabilities incurred in the ordinary course of business and Liabilities liabilities under contracts entered into in the ordinary course of business, ; (c) discharged or satisfied any material Lien lien or adverse claim or paid any obligation or Liability liability (absolute, accrued or contingent), other than current Liabilities liabilities shown on the Balance Sheet and current Liabilities liabilities incurred in the ordinary course of business, ; (d) declared or made any payment or distribution of cash or other property to the stockholders shareholders of the Company or purchased or redeemed any securities of the Company, ; (e) mortgaged, pledged or subjected to any material Lien lien or adverse claim any of its properties or assets, except for Liens liens for taxes not yet due and payable or otherwise in the ordinary course of business, ; (f) sold, assigned or transferred any of its assets, tangible or intangible, except in the ordinary course of business or in an amount less than $250,000, business; (g) suffered any extraordinary losses or waived any rights of material value other than in the ordinary course of business, ; (h) made any capital expenditures or commitments therefore therefor other than in the ordinary course of business or in an amount less than $250,000, business; (i) entered into any other material transaction other than in the ordinary course of business in an amount less than $250,000 or entered into any material transaction, whether or not in the ordinary course of business, ; (j) made any charitable contributions or pledges, (k) suffered any damages, destruction or casualty loss, whether or not covered by insurance, affecting any of the properties or assets of the Company or any other properties or assets of the Company which could, individually or in the aggregate, have or result in a Material Adverse Effect, ; (lk) made any material change in the nature or operations of the business of the Company, ; or (m) participated in any transaction that would have a Material Adverse Effect or otherwise acted outside the ordinary course of business, (n) the Company has not increased the compensation of any of its officers or the rate of pay of any of its employees, except as part of regular compensation increases in the ordinary course of business, (ol) entered into any agreement or commitment to do any of the foregoing.

Absence of Certain Developments. Except as contemplated by this Agreement and as contemplated by the Commission Documents, since February 28, 2002, through the date immediately preceding each Closing Date, the Company Seller has not since September 30, 2012 (a) issued sold, leased, assigned, transferred or otherwise disposed of any stockof its tangible assets, optionsexcept inventory in the Ordinary Course of Business, bonds or other corporate securities other than as reflected in Section 6.2 hereofcanceled without fair consideration any debts or claims owing to or held by it, with the exception of any Excluded Assets; (b) borrowed made or granted any amount bonus or any wage or salary increase to any employee (except as required by pre-existing contracts or consistent with past practice), or amended, terminated or adopted any employee benefit plan or arrangement; (c) incurred any indebtedness or incurred or became become subject to any Liabilities (absoluteother liability, accrued or contingent), other than except current Liabilities liabilities incurred in the ordinary course Ordinary Course of business Business and Liabilities liabilities under contracts Contracts entered into in the ordinary course Ordinary Course of businessBusiness, (c) discharged or satisfied any material Lien or adverse claim or paid any obligation or Liability (absolute, accrued or contingent), other than current Liabilities shown on the Balance Sheet and current Liabilities incurred in the ordinary course of business, (d) declared or made any payment loans or distribution of cash advances to, investments in, or other property guarantees for the benefit of, any Person except with respect to the stockholders of the Company or purchased or redeemed any securities of the Company, Excluded Assets; (e) mortgaged, pledged or subjected to any material Lien or adverse claim any of its properties or assets, except for Liens for taxes not yet due and payable or otherwise in the ordinary course of business, (f) sold, assigned or transferred any of its assets, tangible or intangible, except in the ordinary course of business or in an amount less than $250,000, (g) suffered any extraordinary losses or waived any rights of material value other than in the ordinary course of business, (hd) made any capital expenditures or commitments therefore that aggregate in excess of Ten Thousand Dollars ($10,000), other than in purchases of certain equipment from Purchaser and with respect to the ordinary course of business or in an amount less than $250,000, Excluded Assets; (i) entered into any other transaction other than in the ordinary course of business in an amount less than $250,000 or entered into any material transaction, whether or not in the ordinary course of business, (je) made any charitable contributions change in any method of accounting or pledgesaccounting policies; (f) engaged in any promotional sales, (k) suffered any damagescustomer rebates, destruction discount or casualty loss, whether price reduction or not covered by insurance, affecting any other activity that has or would reasonably be expected to have the effect of the properties accelerating to pre-Closing periods sales that otherwise would be expected to occur in post-Closing periods or assets of the Company instituted or any other properties or assets of the Company which could, individually or in the aggregate, have or result in a Material Adverse Effect, (l) made permitted any material change in the nature or operations conduct of the business Business, or any change in its method of the Companypurchase, sale, lease, management, marketing, promotion or operation; (mg) participated in entered into, amended or terminated any transaction that would have a Material Adverse Effect or otherwise acted material Contract outside the ordinary course Ordinary Course of business, Business; (n) the Company has not increased the compensation of any of its officers or the rate of pay of any of its employees, except as part of regular compensation increases in the ordinary course of business, (oh) entered into any agreement agreement, or commitment otherwise become subject to any obligation, that prohibits Seller from freely engaging in the Business anywhere in the world or that otherwise restricts any activities of Business; or (i) agreed or committed to do any of the foregoing.

Absence of Certain Developments. Except as described in or contemplated by this Agreement and as contemplated by including on Schedule 6.6 hereto or the Commission SEC Documents, since February 28December 31, 20022006, through the date immediately preceding each Closing Date, the Company has not (a) issued any stock, options, bonds or other corporate securities securities, other than as reflected upon the exercise of options outstanding prior to December 31, 2006 or option awards granted in Section 6.2 hereof, the ordinary course pursuant to the Company’s Plan; (b) borrowed any amount or incurred or became become subject to any Liabilities (absolute, material actual or accrued or contingent)liabilities, other than current Liabilities liabilities incurred in the ordinary course of business and Liabilities liabilities under contracts entered into in the ordinary course of business, ; (c) discharged or satisfied any material Lien lien or adverse claim or paid any material obligation or Liability (absolute, accrued or contingent)liability, other than current Liabilities liabilities shown on the Balance Sheet Company’s balance sheet as of December 31, 2006 filed with the SEC and current Liabilities liabilities incurred in the ordinary course of business, ; (d) declared or made any payment or distribution of cash or other property to the stockholders shareholders of the Company or purchased or redeemed any securities of the Company, ; (e) mortgaged, pledged or subjected to any material Lien lien or adverse claim any of its properties or assets, except for Liens liens for taxes not yet due and payable or otherwise in the ordinary course of business, ; (f) sold, assigned or transferred any of its assets, tangible or intangible, except in the ordinary course of business or in an amount less than $250,000, business; (g) suffered any extraordinary losses or waived any rights of material value other than in the ordinary course of business, ; (h) made any capital expenditures or commitments therefore other than in the ordinary course of business or in an amount less than $250,000, business; (i) entered into any other material transaction other than in the ordinary course of business in an amount less than $250,000 or entered into any material transaction, whether or not in the ordinary course of business, ; (j) made any charitable contributions or pledges, (k) suffered any damages, destruction or casualty loss, whether or not covered by insurance, affecting any of the properties or assets of the Company or any other properties or assets of the Company which could, individually or in the aggregate, reasonably be expected to have or result in a Material Adverse Effect, ; (lk) made any material change in the nature or operations of the business of the Company, ; or (m) participated in any transaction that would have a Material Adverse Effect or otherwise acted outside the ordinary course of business, (n) the Company has not increased the compensation of any of its officers or the rate of pay of any of its employees, except as part of regular compensation increases in the ordinary course of business, (ol) entered into any agreement or commitment to do any of the foregoing.

Absence of Certain Developments. Except as contemplated by this Agreement and as contemplated by provided in the Commission DocumentsSEC ------------------------------- Documents or on Schedule 4.21, since February 28, 2002, through the date immediately preceding each Closing Dateof the financial statement contained in the most recently filed Form 10-KSB or 10-QSB, whichever is most current, neither the Company has not nor any subsidiary has: (ai) issued any stock, options, bonds or other corporate securities other than as reflected in Section 6.2 hereofor any rights, options or warrants with respect thereto; (bii) borrowed any amount or incurred or became become subject to any Liabilities liabilities (absoluteabsolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, accrued as adjusted to reflect the current nature and volume of the Company's or such subsidiary's business; (iii) discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current Liabilities incurred in the ordinary course of business and Liabilities under contracts entered into liabilities paid in the ordinary course of business, ; (c) discharged or satisfied any material Lien or adverse claim or paid any obligation or Liability (absolute, accrued or contingent), other than current Liabilities shown on the Balance Sheet and current Liabilities incurred in the ordinary course of business, (div) declared or made any payment or distribution of cash or other property to the stockholders of the Company with respect to its stock, or purchased or redeemed redeemed, or made any securities agreements so to purchase or redeem, any shares of its capital stock; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, except in the Companyordinary course of business; (vi) sold, (e) mortgagedassigned or transferred any patent rights, pledged trademarks, trade names, copyrights, trade secrets or subjected other intangible assets or intellectual property rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Investors or their representatives; (vii) suffered any material Lien losses or adverse claim waived any rights of its properties material value, whether or assets, except for Liens for taxes not yet due and payable or otherwise in the ordinary course of business, or suffered the loss of any material amount of prospective business; (fviii) sold, assigned or transferred made any of its assets, tangible or intangible, changes in employee compensation except in the ordinary course of business or in an amount less than $250,000, and consistent with past practices; (g) suffered any extraordinary losses or waived any rights of material value other than in the ordinary course of business, (hvii) made any capital expenditures or commitments therefore other than therefor that aggregate in the ordinary course excess of business or in an amount less than $250,000, 50,000.00; (iviii) entered into any other transaction other than in the ordinary course of business in an amount less than $250,000 or entered into any material transaction, whether or not in the ordinary course of business, ; (j) made any charitable contributions or pledges, (kix) suffered any damagesmaterial damage, destruction or casualty loss, whether or not covered by insurance, affecting ; (x) experienced any material problems with labor or management in connection with the terms and conditions of their employment; or (xi) effected any two or more events of the properties or assets of foregoing kind which in the aggregate would be material to the Company or any other properties or assets of the Company which could, individually or in the aggregate, have or result in a Material Adverse Effect, (l) made any material change in the nature or operations of the business of the Company, (m) participated in any transaction that would have a Material Adverse Effect or otherwise acted outside the ordinary course of business, (n) the Company has not increased the compensation of any of its officers or the rate of pay of any of its employees, except as part of regular compensation increases in the ordinary course of business, (o) entered into any agreement or commitment to do any of the foregoingsubsidiaries.

Absence of Certain Developments. Except as contemplated by in or pursuant to this Agreement and as contemplated by the Commission Documents, since February 28, 20022003, through the date immediately preceding each Closing Date, the Company has not (a) issued any stock, options, bonds or other corporate securities other than as reflected in Section 6.2 hereof, (b) borrowed any amount or incurred or became subject to any Liabilities (absolute, accrued or contingent), other than current Liabilities incurred in the ordinary course of business and Liabilities under contracts entered into in the ordinary course of business, (c) discharged or satisfied any material Lien or adverse claim or paid any obligation or Liability (absolute, accrued or contingent), other than current Liabilities shown on the Balance Sheet and current Liabilities incurred in the ordinary course of business, (d) declared or made any payment or distribution of cash or other property to the stockholders of the Company or purchased or redeemed any securities of the Company, (e) mortgaged, pledged or subjected to any material Lien or adverse claim any of its properties or assets, except for Liens for taxes not yet due and payable or otherwise in the ordinary course of business, (f) sold, assigned or transferred any of its assets, tangible or intangible, except in the ordinary course of business or in an amount less than $250,000, (g) suffered any extraordinary losses or waived any rights of material value other than in the ordinary course of business, (h) made any capital expenditures or commitments therefore therefor other than in the ordinary course of business or in an amount less than $250,000, (i) entered into any other transaction other than in the ordinary course of business in an amount less than $250,000 or entered into any material transaction, whether or not in the ordinary course of business, (j) made any charitable contributions or pledges, (k) suffered any damages, destruction or casualty loss, whether or not covered by insurance, affecting any of the properties or assets of the Company or any other properties or assets of the Company which could, individually or in the aggregate, have or result in a Material Adverse Effect, (l) made any material change in the nature or operations of the business of the Company, (m) participated in any transaction that would have a Material Adverse Effect or otherwise acted outside the ordinary course of business, (n) the Company has not increased the compensation of any of its officers or the rate of pay of any of its employees, except as part of regular compensation increases in the ordinary course of business, (o) entered into any agreement or commitment to do any of the foregoing.

Absence of Certain Developments. Except Other than as contemplated by this Agreement and as contemplated by disclosed in the Commission DocumentsReference SEC Reports, since February 28December 31, 20022010, through the date immediately preceding each Closing Date, the Company has not (a) issued any stockthe Company and each of its Subsidiaries have conducted, optionsin all material respects, bonds or other corporate securities other than as reflected its businesses in Section 6.2 hereofthe ordinary course, consistent with past practice, (b) borrowed there has not been a Material Adverse Effect, and (c) there has not been (i) any amount declaration, setting aside or incurred payment of any dividend or became subject other distribution (whether in cash, stock or property) with respect to any Liabilities of the Company’s outstanding securities or any repurchase or redemption by the Company or its Subsidiaries of any such securities, (absoluteii) any change in accounting methods, accrued principles or contingent)practices by the Company or any of its Subsidiaries materially affecting its assets or liabilities, other than current Liabilities incurred except insofar as may have been required by law or by a change in applicable GAAP, (iii) any sales, pledges, dispositions, transfers, leases, exclusive licenses, guarantees or encumbrances of any material property or assets of the ordinary course Company or any of business and Liabilities under contracts entered into in its Subsidiaries outside the ordinary course of business, (civ) discharged or satisfied any material Lien acquisition (including, without limitation, by merger, consolidation, or adverse claim acquisition of stock or paid assets or any obligation other business combination) by the Company or Liability (absoluteany of its Subsidiaries of any corporation, accrued or contingent)partnership, other than current Liabilities shown on the Balance Sheet and current Liabilities incurred in the ordinary course of businessbusiness organization or any division thereof, (dv) declared or made any payment or distribution of cash or other property to the stockholders knowledge of the Company, any unauthorized disclosure of any material trade secrets of the Company or purchased or redeemed any securities of the Company, (e) mortgaged, pledged or subjected to any material Lien or adverse claim any of its properties or assets, except for Liens for taxes not yet due and payable or otherwise in the ordinary course of businessSubsidiaries, (fvi) sold, assigned any incurrence by the Company or transferred any of its assetsSubsidiaries of indebtedness for borrowed money which, tangible individually or intangibletogether with all such other indebtedness, except in the ordinary course of business or in an amount less than exceeds $250,0001,000,000, (gvii) suffered grants of any extraordinary losses material security interest in any material assets of the Company or waived any rights of material value other than in the ordinary course of businessits Subsidiaries, (hviii) made any capital expenditures expenditure or commitments therefore purchase of fixed assets by the Company or any of its Subsidiaries other than in the ordinary course of business consistent with past practice or in an amount less than $250,000accordance with the Company’s capital expenditure budget as approved by the Board, (iix) entered into any other transaction other than change by the Company or any of its Subsidiaries of any material election in respect of taxes, any adoption or change by the Company or any of its Subsidiaries of any material accounting method in respect of taxes or settlement or compromise by the Company or any of its Subsidiaries of any material claim, notice, audit report or assessment in respect of taxes, (x) any pre-payment of any long-term debt or payment, discharge or satisfaction of any claims, liabilities or obligations (absolute, accrued, contingent or otherwise) by the Company or any of its Subsidiaries, except for such payments, discharges or satisfaction of claims as were made or effected in the ordinary course of business in an amount less than $250,000 consistent with past practice, (xi) any write-up, write-down or entered into write-off of the book value of any material transactionassets, whether or not in the ordinary course a material amount of businessany other assets, (j) made any charitable contributions or pledges, (k) suffered any damages, destruction or casualty loss, whether or not covered by insurance, affecting any of the properties or assets of the Company or any of its Subsidiaries, other properties than as required by GAAP or assets of the Company which could, individually or in the aggregate, have or result in a Material Adverse Effect, (lxii) made any material change in the nature Board or operations of the business officers of the Company, (m) participated in any transaction that would have a Material Adverse Effect or otherwise acted outside the ordinary course of business, (n) the Company has not increased the compensation of any of its officers or the rate of pay of any of its employees, except as part of regular compensation increases in the ordinary course of business, (o) entered into any agreement or commitment to do any of the foregoing.

Absence of Certain Developments. Except (a) as expressly contemplated by this Agreement and Agreement, (b) as contemplated by specifically disclosed in the Commission DocumentsCompany Filings filed with respect to periods ended on or after December 28, 2012 or (c) as set forth on the attached Developments Schedule, since February December 28, 20022012, through the date immediately preceding each Closing Date, neither the Company has not nor any Subsidiary has: (ai) issued any stock, optionsnotes, bonds or other corporate debt securities or any Capital Stock or other than as reflected in Section 6.2 hereofequity securities or any securities convertible, exchangeable or exercisable into any Capital Stock or other equity securities; (bii) borrowed any amount or incurred or became become subject to any Liabilities (absolutematerial liabilities, accrued or contingent), other than except current Liabilities liabilities incurred in the ordinary course of business and Liabilities liabilities under contracts entered into in the ordinary course of business, ; (ciii) discharged or satisfied any material Lien or adverse claim or paid any material obligation or Liability (absolute, accrued or contingent)liability, other than current Liabilities shown on the Balance Sheet and current Liabilities incurred liabilities paid in the ordinary course of business, ; (div) declared or made any payment or distribution of cash (other than a distribution from a Subsidiary of the Company to the Company) or other property to the stockholders of the Company its equityholders with respect to its Capital Stock or other equity securities or purchased or redeemed any shares of its Capital Stock or other equity securities (including, without limitation, any warrants, options or other rights to acquire its Capital Stock or other equity securities), other than repurchases of Common Stock pursuant to Qualified Incentive Plans or employment agreements existing on the Company, date of this Agreement and disclosed in the Disclosure Schedules hereto or any employment or consulting agreements entered into in the ordinary course of business thereafter and approved by the Board; (ev) mortgaged, mortgaged or pledged or subjected to any material Lien or adverse claim any of its properties or assetsassets or subjected them to any Lien, except for Liens for taxes not yet due and payable or otherwise in the ordinary course of business, Permitted Liens; (fvi) sold, assigned or transferred any of its tangible assets, tangible or intangible, except in the ordinary course of business business, or in an amount less than $250,000, canceled any material debts or claims; (gvii) suffered any extraordinary losses or waived any rights of material value other than in the ordinary course of businessvalue, (h) made any capital expenditures whether or commitments therefore other than not in the ordinary course of business or consistent with past practice; (viii) made any loans or advances to, guarantees for the benefit of, or any Investments in, any Persons in excess of $50,000 in the aggregate; (ix) made any charitable contributions or pledges in excess of $50,000 in the aggregate; (x) suffered any damage, destruction or casualty loss exceeding in the aggregate $50,000, whether or not covered by insurance; (xi) terminated, amended or modified any agreement or other contract which would be required to be set forth on the Contracts Schedule if it were in effect on the date of this Agreement (ignoring, if applicable, any such termination, amendment or modification); (xii) made any material change in the accounting principles utilized by the Company in connection with the business of the Company and its Subsidiaries, made any change in the Company’s independent public accounting firm, had any disagreement with its independent public accounting firm over the Company’s and its Subsidiaries’ application of accounting principles or with the preparation of any of their financial statements that was required to be disclosed in such Company Filings, or, given notification to the Company’s audit committee of any facts with respect to the Company’s or its Subsidiaries’ financial statements or methods of accounting that could reasonably be expected to result in a restatement of or amendment to the Company’s or its Subsidiaries’ financial statements; (xiii) made or changed any Tax election, changed an amount less than $250,000annual accounting period for Tax, adopted or changed any Tax accounting method, filed any amended Tax Return, entered into any closing agreement, settled any Tax claim or assessment relating to the Company or any of its Subsidiaries, surrendered any right to claim a refund of Taxes, consented to any extension or waiver of the limitation period applicable to any Tax claim or assessment relating to the Company or any of its Subsidiaries, or took any other similar action relating to the filing of any Tax Return or the payment of any Tax; (ixiv) received any written notice from the Securities and Exchange Commission in connection with any investigation or action by the Securities and Exchange Commission; (xv) experienced any resignation or termination of employment of any of the Company’s executive officers or (xvi) entered into any other transaction other than in the ordinary course of business in an amount less than $250,000 or entered into any material transaction, whether or not in the ordinary course of business, (j) made any charitable contributions or pledges, (k) suffered any damages, destruction or casualty loss, whether or not covered by insurance, affecting any of the properties or assets of the Company or any other properties or assets of the Company which could, individually or in the aggregate, have or result in a Material Adverse Effect, (l) made any material change in the nature or operations of the business of the Company, (m) participated in any transaction that would have a Material Adverse Effect or otherwise acted outside the ordinary course of business, (n) the Company has not increased the compensation of any of its officers or the rate of pay of any of its employees, except as part of regular compensation increases in the ordinary course of business, (o) entered into any agreement or commitment to do any of the foregoing.

Absence of Certain Developments. Except as contemplated by this Agreement and as contemplated by Agreement, the Commission DocumentsSEC Documents or the Schedules hereto, since February 28December 31, 20021999, through the date immediately preceding each the Closing Date, the Company has not (a) issued any stock, options, bonds bond or other corporate securities other than as reflected in Section 6.2 hereofsecurity, (b) borrowed any amount or incurred or became subject to any Liabilities liabilities (absolute, accrued or contingent), other than current Liabilities liabilities incurred in the ordinary course of business and Liabilities liabilities under contracts entered into in the ordinary course of business, (c) discharged or satisfied any material Lien lien or adverse claim or paid any obligation or Liability liability (absolute, accrued or contingent), other than current Liabilities liabilities shown on the Balance Sheet and current Liabilities liabilities incurred in the ordinary course of business, ; (d) declared or made any payment or distribution of cash or other property to the stockholders of the Company or purchased or redeemed any securities of the Company, ; (e) mortgaged, pledged or subjected to any material Lien lien or adverse claim any of its properties or assets, except for Liens liens for taxes not yet due and payable or otherwise in the ordinary course of business, ; (f) sold, assigned or transferred any of its assets, tangible or intangible, except in the ordinary course of business or in an amount less than $250,000, (g) suffered any extraordinary losses or waived any rights of material value other than in the ordinary course of business, ; (h) made any capital expenditures or commitments therefore therefor other than in the ordinary course of business or in an amount less than $250,000, ; (i) entered into any other transaction other than in the ordinary course of business in an amount less than $250,000 or entered into any material transaction, whether or not in the ordinary course of business, ; (j) made any charitable contributions or pledges, ; (k) suffered any damages, destruction or casualty loss, whether or not covered by insurance, affecting any of the properties or assets of the Company or any other properties or assets of the Company which could, individually or in the aggregate, have or result in a Material Adverse Effect, ; (l) made any material change in the nature or operations of the business of the Company, ; or (m) participated in any transaction that would have a Material Adverse Effect or otherwise acted outside the ordinary course of business, (n) the Company has not increased the compensation of any of its officers or the rate of pay of any of its employees, except as part of regular compensation increases in the ordinary course of business, (o) entered into any agreement or commitment to do any of the foregoing.

Absence of Certain Developments. Except as contemplated by this Agreement and as contemplated by the Commission Documentsset forth on Schedule ---------------------------------- -------- 2.1(z) hereto, since February 28June 30, 20022001, through the date immediately preceding each Closing Date, neither the Company has not nor any subsidiary has: - (ai) issued any stock, options, bonds or other corporate securities other than as reflected in Section 6.2 hereofor any rights, options or warrants with respect thereto; (bii) borrowed any amount or incurred or became become subject to any Liabilities liabilities (absoluteabsolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, accrued as adjusted to reflect the current nature and volume of the Company's or such subsidiary's business; (iii) discharged or satisfied any material lien or encumbrance or paid any material obligation or liability (absolute or contingent), other than current Liabilities incurred in the ordinary course of business and Liabilities under contracts entered into liabilities paid in the ordinary course of business, ; (c) discharged or satisfied any material Lien or adverse claim or paid any obligation or Liability (absolute, accrued or contingent), other than current Liabilities shown on the Balance Sheet and current Liabilities incurred in the ordinary course of business, (div) declared or made any payment or distribution of cash or other property to the stockholders of the Company with respect to its stock, or purchased or redeemed redeemed, or made any securities agreements so to purchase or redeem, any shares of its capital stock; (v) sold, assigned or transferred any other tangible assets, or canceled any material debts or claims, except in the Companyordinary course of business; (vi) sold, (e) mortgagedassigned or transferred any patent rights, pledged trademarks, trade names, copyrights, trade secrets or subjected other intangible assets or intellectual property rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchaser or its representatives; (vii) suffered any substantial losses or waived any rights of material Lien value, whether or adverse claim any of its properties or assets, except for Liens for taxes not yet due and payable or otherwise in the ordinary course of business, or suffered the loss of any material amount of prospective business; (fviii) sold, assigned or transferred made any of its assets, tangible or intangible, changes in employee compensation except in the ordinary course of business or in an amount less than $250,000, and consistent with past practices; (g) suffered any extraordinary losses or waived any rights of material value other than in the ordinary course of business, (hix) made any capital expenditures or commitments therefore other than therefor that aggregate in the ordinary course excess of business or in an amount less than $250,000, 100,000; (ix) entered into any other transaction other than in the ordinary course of business in an amount less than $250,000 business, or entered into any other material transaction, whether or not in the ordinary course of business, ; (jxi) made any charitable contributions or pledges, pledges in excess of $25,000; (kxii) suffered any damagesmaterial damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; (xiv) effected any two or more events of the foregoing kind which in the aggregate would be material to the Company or its subsidiaries; or (xv) entered into an agreement, affecting written or otherwise, to take any of the properties or assets of the Company or any other properties or assets of the Company which could, individually or in the aggregate, have or result in a Material Adverse Effect, foregoing actions. (laa) made any material change in the nature or operations of the business of the Company, (m) participated in any transaction that would have a Material Adverse Effect or otherwise acted outside the ordinary course of business, (n) the Company has not increased the compensation of any of its officers or the rate of pay of any of its employees, except as part of regular compensation increases in the ordinary course of business, (o) entered into any agreement or commitment to do any of the foregoing.-

Absence of Certain Developments. Except as contemplated by this Agreement and as contemplated by Agreement, the Commission DocumentsSEC Documents or the Schedules hereto, since February 28December 31, 2002, 1998 through the date immediately preceding each the Closing Date, the Company has not (a) issued any stock, options, bonds bond or other corporate securities other than as reflected in Section 6.2 hereofsecurity, (b) borrowed any amount or incurred or became subject to any Liabilities liabilities (absolute, accrued or contingent), other than current Liabilities liabilities incurred in the ordinary course of business and Liabilities liabilities under contracts entered into in the ordinary course of business, (c) discharged or satisfied any material Lien lien or adverse claim or paid any obligation or Liability liability (absolute, accrued or contingent), other than current Liabilities liabilities shown on the Balance Sheet and current Liabilities liabilities incurred in the ordinary course of business, ; (d) declared or made any payment or distribution of cash or other property to the stockholders of the Company or purchased or redeemed any securities of the Company, ; (e) mortgaged, pledged or subjected to any material Lien lien or adverse claim any of its properties or assets, except for Liens liens for taxes not yet due and payable or otherwise in the ordinary course of business, ; (f) sold, assigned or transferred any of its assets, tangible or intangible, except in the ordinary course of business or in an amount less than $250,000, (g) suffered any extraordinary losses or waived any rights of material value other than in the ordinary course of business, ; (h) made any capital expenditures or commitments therefore therefor other than in the ordinary course of business or in an amount less than $250,000, ; (i) entered into any other transaction other than in the ordinary course of business in an amount less than $250,000 or entered into any material transaction, whether or not in the ordinary course of business, ; (j) made any charitable contributions or pledges, ; (k) suffered any damages, destruction or casualty loss, whether or not covered by insurance, affecting any of the properties or assets of the Company or any other properties or assets of the Company which could, individually or in the aggregate, have or result in a Material Adverse Effect, ; (l) made any material change in the nature or operations of the business of the Company, ; or (m) participated in any transaction that would have a Material Adverse Effect or otherwise acted outside the ordinary course of business, (n) the Company has not increased the compensation of any of its officers or the rate of pay of any of its employees, except as part of regular compensation increases in the ordinary course of business, (o) entered into any agreement or commitment to do any of the foregoing.

Absence of Certain Developments. Except as contemplated set forth on Schedule 4.9 or otherwise agreed by this Agreement and as contemplated by the Commission DocumentsParent or Shareholder in writing, since February 28, 2002, through the date immediately preceding each Closing Balance Sheet Date, the Company has not (a) issued issued, sold, pledged, disposed of, encumbered or authorized the issuance, sale, pledge, disposition, grant or encumbrance of any shares of its capital stock, or any options, bonds warrants, convertible securities or other corporate securities rights of any kind to acquire any shares of such capital stock, or any other than as reflected in Section 6.2 hereof, ownership interest of the Company; (b) borrowed declared, set aside, made or paid any amount dividend or incurred other distribution payable in cash, stock, property or became subject otherwise of or with respect to its capital stock, or other securities, or reclassified, combined, split, subdivided or redeemed, purchased or otherwise acquired, directly or indirectly, any Liabilities (absoluteof its capital stock, accrued or contingent), other than current Liabilities incurred in the ordinary course of business and Liabilities under contracts entered into in the ordinary course of business, securities; (c) discharged or satisfied any material Lien or adverse claim or paid any obligation bonus to or Liability (absoluteincreased the rate of compensation of any of its officers, accrued or contingent)salaried employees, or amended any other than current Liabilities shown on the Balance Sheet and current Liabilities incurred in the ordinary course terms of business, employment or engagement of such persons; (d) declared sold, leased or made any payment or distribution of cash or other property to the stockholders of the Company or purchased or redeemed any securities of the Company, (e) mortgaged, pledged or subjected to any material Lien or adverse claim transferred any of its properties or assets, except for Liens for taxes not yet due and payable assets or otherwise in the ordinary course of business, (f) sold, assigned acquired any properties or transferred any of its assets, tangible or intangible, except in the ordinary course of business or in an amount less than $250,000, (g) suffered any extraordinary losses or waived any rights of material value assets other than in the ordinary course Ordinary Course of business, Business; (he) made or obligated itself to make capital expenditures out of the Ordinary Course of Business; (f) made any capital expenditures or commitments therefore payment in respect of its Liabilities other than in the ordinary course Ordinary Course of business Business or in an amount less than $250,000, (i) entered into failed to make any other transaction other than such payment in the ordinary course Ordinary Course of business Business; (g) except in an amount less than $250,000 the Ordinary Course of Business, incurred any Liabilities or Indebtedness or entered into any material transaction, whether transaction or not series of transactions involving in excess of $25,000 in the ordinary course of businessaggregate, except for this Agreement and the transactions contemplated hereby; (j) made any charitable contributions or pledges, (kh) suffered any damagestheft, damage, destruction or casualty loss, whether or not covered by insurance, affecting in excess of $25,000 in the aggregate; (i) suffered any extraordinary losses (whether or not covered by insurance); (j) waived, canceled, compromised or released any rights having a value in excess of $25,000 in the properties aggregate; (k) made or assets adopted any change in its accounting practice or policies or made or revoked any material Tax election; (l) made any adjustment to its books and records other than in the Ordinary Course of Business; (m) entered into any transaction with Shareholder or any Affiliate of the Company or Shareholder, (n) entered into any other properties employment agreement that is not terminable at Closing without any liability or assets obligation; (o) terminated, amended or modified any agreement involving an amount in excess of the Company which could, individually or $25,000 in the aggregate; (p) imposed any security interest or other Lien on any of its assets other than in the Ordinary Course of Business; (q) delayed paying any account payable beyond 45 days following the date on which it is due and payable except to the extent being contested in good faith; (r) made or pledged any charitable contributions in excess of $5,000 in the aggregate; (s) acquired (including, have without limitation, for cash or shares of stock, by merger, consolidation or acquisition of stock or assets) any interest in any corporation, partnership or other business organization or division thereof or any assets, or made any investment either by purchase of stock or securities, contributions or property transfer of capital other than as permitted or provided in this Agreement; (t) increased or decreased prices charged to customers, except in the Ordinary Course of Business; (u) taken any actions which would reasonably be expected to result in a Material Adverse Effectany loss of customers; (v) taken action or failed to take action which would reasonably be expected to jeopardize the Company’s business, licenses or contracts; (lw) failed to maintain assets and equipment in their present condition, reasonable wear and tear accepted; (x) suffered any lapse, cancellation or other failure to maintain in full force and effect all existing hazard, liability and all other insurance (y) failed to conduct its business in compliance with all applicable Laws and regulations; (z) amended its articles of incorporation, by-laws or equivalent organizational documents (aa) made any changes in the officers or directors of the Company; (bb) made any material change in the nature banking arrangements, personnel policies or operations of the business of fringe benefits for the Company, ; (mcc) participated in entered into any other transaction that would or been subject to any event which has or may reasonably be expected to have a Material Adverse Effect on the Company; or otherwise acted outside the ordinary course of business, (ndd) the Company has not increased the compensation of any of its officers or the rate of pay of any of its employees, except as part of regular compensation increases in the ordinary course of business, (o) entered into any agreement or commitment agreed to do or authorized any of the foregoing.

Absence of Certain Developments. Except as contemplated by this Agreement and as contemplated by set forth on Schedule 4.6 -------------------------------- or in the Commission SEC Documents, since February 28, 2002, through the date immediately preceding each Closing Balance Sheet Date, neither the Company has not nor the Subsidiaries will have, prior to any Draw Down Date: (a) issued any stock, options, bonds or other corporate securities other than as reflected in Section 6.2 hereof, upon exercise of outstanding warrants or options or upon conversion of outstanding preferred stock; (b) borrowed any amount or incurred or became become subject to any Liabilities liabilities (absolute, accrued absolute or contingent), other than current Liabilities liabilities incurred in the ordinary course of business and Liabilities liabilities under contracts entered into in the ordinary course of business, none of which are or shall be material and which are less than $50,000 individually or less than $500,000 in the aggregate; (c) discharged or satisfied any material Lien or lien, adverse claim or encumbrance or paid any obligation or Liability liability (absolute, accrued absolute or contingent), other than current Liabilities shown on the Balance Sheet and current Liabilities incurred liabilities paid in the ordinary course of business, business in an amount less than $50,000; (d) declared or made any payment or distribution of cash or other property to the stockholders of the Company with respect to the Common Stock or purchased or redeemed any securities shares of the Company, Common Stock; (e) mortgaged, pledged or subjected to any material Lien lien, adverse claim, charge or adverse claim any other encumbrance, any of its their properties or assets, except for Liens liens for taxes not yet due and payable or otherwise in the ordinary course of business, payable; (f) sold, assigned or transferred any of its their assets, tangible or intangible, except inventory in the ordinary course of business or and in an amount less than $250,00050,000, or disclosed to any person, firm or entity not party to a confidentiality agreement with the Company any proprietary confidential information; (g) suffered any extraordinary losses or waived any rights of material value other than in the ordinary course of business, value; (h) made any capital expenditures or commitments therefore other than in the ordinary course of business or therefor in an amount less greater than $250,000, 10,000 in the aggregate; (i) entered into any other transaction other than in the ordinary course of business in an amount less than $250,000 50,000 or entered into any material transaction, whether or not in the ordinary course of business, ; (j) made any charitable contributions or pledges, ; (k) suffered any damages, destruction or casualty loss, whether or not covered by insurance, affecting any of the properties or assets of the Company or any other properties or assets of the Company which could, individually or in could have a material adverse effect on the aggregate, have or result in a Material Adverse Effect, (l) made any material change in the nature business or operations of the business Company; (l) engaged in any transactions with affiliates of the Company, any officer or director of the Company or any affiliates of any officer or director of the Company; (m) participated in any transaction that would have a Material Adverse Effect resolved or otherwise acted outside the ordinary course of business, (n) the Company has not increased the compensation of any of its officers or the rate of pay of any of its employees, except as part of regular compensation increases in the ordinary course of business, (o) entered into any agreement or commitment understanding with respect to do any of the foregoingforegoing or (n) made any payments of any kind (except for payroll) or issued any securities to any officer of the Company.

Absence of Certain Developments. Except Since March 31, 1997, except as contemplated by this Agreement and as contemplated by the Commission Documentsset forth on Schedule 6.16 hereof, since February 28, 2002, through the date immediately preceding each Closing Date, the Company there has not been (a) issued any stockno material adverse change in the condition, optionsfinancial or otherwise, bonds or other corporate securities other than as reflected in Section 6.2 hereofto the assets, properties, liabilities, or businesses of the Company and the Bank, (b) borrowed no material deterioration in the quality of the consolidated loan portfolio of the Company, and no material increase in the consolidated level of nonperforming assets or non-accrual loans at the Company or in the level of its consolidated provision for credit losses or its consolidated reserve for possible credit losses; (c) no declaration, setting aside, or payment by the Company or the Bank of any amount regular dividend, special dividend, or incurred or became subject other distribution with respect to any Liabilities (absolute, accrued class of capital stock of the Company or contingent)the Bank, other than current Liabilities incurred customary cash dividends paid by the Company or the Bank whose amounts have not exceeded past practice and the intervals between which dividends have not been more frequent than past practice; (d) no repurchase by the Company of any of its capital stock; (e) no material loss, destruction, or damage to any material property of the Company or the Bank, which loss, destruction, or damage is not covered by insurance; and (f) no material acquisition or disposition of any asset, nor any material contract outside the ordinary course of business entered into by the Company or the Bank nor any substantial amendment or termination of any material contract outside the ordinary course of business to which the Company or the Bank is a party, nor any other transaction by the Company or the Bank involving an amount in excess of $25,000 other than for fair value in the ordinary course of its business. Since March 31, 1997, except as set forth on Schedule 6.16 hereof, (x) each of the Company and the Bank has conducted its business and Liabilities under contracts entered into only in the ordinary course of business, such business and consistent with past practice; (cy) discharged or satisfied any material Lien or adverse claim or paid any obligation or Liability (absolute, accrued or contingent), other than current Liabilities shown on the Balance Sheet and current Liabilities incurred in the ordinary course of business, (d) declared or made any payment or distribution of cash or other property to the stockholders of the Company or purchased or redeemed any securities of the Company, on a consolidated basis, has maintained the quality of its loan portfolio and that of each of its major components at approximately the same level as existed at March 31, 1997; and (ez) mortgagedthe Company, pledged on a consolidated basis, has administered its investment portfolio pursuant to essentially the same policies and procedures as existed during 1995 and 1996 and the first three months of 1997, and has taken no action to lengthen the average maturity of the investment portfolio, or subjected of any significant category thereof, to any material Lien or adverse claim any of its properties or assets, except for Liens for taxes not yet due and payable or otherwise in the ordinary course of business, (f) sold, assigned or transferred any of its assets, tangible or intangible, except in the ordinary course of business or in an amount less than $250,000, (g) suffered any extraordinary losses or waived any rights of material value other than in the ordinary course of business, (h) made any capital expenditures or commitments therefore other than in the ordinary course of business or in an amount less than $250,000, (i) entered into any other transaction other than in the ordinary course of business in an amount less than $250,000 or entered into any material transaction, whether or not in the ordinary course of business, (j) made any charitable contributions or pledges, (k) suffered any damages, destruction or casualty loss, whether or not covered by insurance, affecting any of the properties or assets of the Company or any other properties or assets of the Company which could, individually or in the aggregate, have or result in a Material Adverse Effect, (l) made any material change in the nature or operations of the business of the Company, (m) participated in any transaction that would have a Material Adverse Effect or otherwise acted outside the ordinary course of business, (n) the Company has not increased the compensation of any of its officers or the rate of pay of any of its employees, except as part of regular compensation increases in the ordinary course of business, (o) entered into any agreement or commitment to do any of the foregoingextent.

Absence of Certain Developments. Except as contemplated by this Agreement Agreement, and except as contemplated by the Commission Documentsset forth in Schedule 5.9, since February 28September 30, 2002, through the date immediately preceding each Closing Date1998, the Company has not and each of its Subsidiaries have not, nor will have prior to such Closing Date: (a) issued any stocksecurities (other than, optionswith respect to the Second Closing, bonds as permitted or other corporate securities other than as reflected in Section 6.2 hereof, contemplated by the Operative Documents); (b) borrowed any amount or incurred or became subject to any Liabilities liabilities (absolute, accrued absolute or contingent), other than current Liabilities liabilities incurred in the ordinary course of business and Liabilities liabilities under contracts entered into in the ordinary course of business, none of which are or shall be material and which involve less than $50,000; (c) discharged or satisfied any material Lien or lien, adverse claim or encumbrance or paid any obligation or Liability liability (absolute, accrued absolute or contingent), other than current Liabilities shown on the Balance Sheet and current Liabilities incurred liabilities paid in the ordinary course of business, ; (d) declared or made any payment or distribution of cash or other property to the stockholders of the Company with respect to the Common Stock or purchased or redeemed any securities shares of the Company, Common Stock; (e) mortgaged, pledged or subjected to any material Lien lien, adverse claim, charge or adverse claim any other encumbrance, any of its properties or assets, except for Liens liens for taxes not yet due and payable or otherwise in the ordinary course of business, payable; (f) sold, assigned or transferred any of its assets, tangible or intangible, except in the ordinary course of business or and in an amount less than $250,00050,000, or disclosed to any person, firm or entity not party to a confidentiality agreement with the Company any proprietary confidential information; (g) suffered any extraordinary losses or waived any rights of material value other than in the ordinary course of business, value; (h) made any capital expenditures or commitments therefore other than in the ordinary course of business or in an amount less than $250,000, therefor; (i) entered into any other transaction other than in the ordinary course of business in an amount less than $250,000 50,000 or entered into any material transaction, whether or not in the ordinary course of business, ; (j) made any charitable contributions or pledges, ; (k) suffered any damages, destruction or casualty loss, whether or not covered by insurance, affecting any of the properties or assets of the Company or its Subsidiaries or any other properties or assets of the Company or its Subsidiaries which couldcould have a material adverse effect on the business, individually financial condition, operating results, employee or in customer relations or prospects of, or otherwise with respect to the aggregate, have business or result in a Material Adverse Effect, operations of the Company or its Subsidiaries; (l) made any material change in the nature or operations of the business of the Company, (m) participated in any transaction that would have a Material Adverse Effect or otherwise acted outside the ordinary course of business, (n) the Company has not increased the compensation of any of its officers or the rate of pay of any of its employees, except as part of regular compensation increases in the ordinary course of business, (o) entered into any agreement or commitment to do any of the foregoing.or

Absence of Certain Developments. Except as contemplated by this Agreement and as contemplated by the Commission Documentsset forth in Schedule 2.21, since February 28June 30, 2002, through the date immediately preceding each Closing Date2007, the Company has not (a) issued not: -issued any stock, options, bonds or other corporate securities other than as reflected in Section 6.2 hereofor any right, (b) borrowed options or warrants with respect thereto; -borrowed any amount in excess of $50,000 or incurred or became become subject to any Liabilities other liabilities in excess of $50,000 (absolute, accrued absolute or contingent); -discharged or satisfied any lien or encumbrance in excess of $50,000 or paid any obligation or liability (absolute or contingent) in excess of $50,000, other than current Liabilities incurred in the ordinary course of business and Liabilities under contracts entered into liabilities paid in the ordinary course of business, (c) discharged or satisfied any material Lien or adverse claim or paid any obligation or Liability (absolute, accrued or contingent), other than current Liabilities shown on the Balance Sheet and current Liabilities incurred in the ordinary course of business, (d) declared ; -declared or made any payment or distribution of cash or other property to the stockholders of the Company with respect to its stock, or purchased or redeemed redeemed, or made any securities of the Companyagreements so to purchase or redeem, (e) mortgaged, pledged or subjected to any material Lien or adverse claim any shares of its properties capital stock, in each case in excess of $10,000 individually or assets, except for Liens for taxes not yet due and payable or otherwise $20,000 in the ordinary course of business, (f) soldaggregate; -sold, assigned or transferred any of its other tangible assets, tangible or intangiblecanceled any debts or claims, in each case in excess of $10,000, except in the ordinary course of business; -sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights in excess of $10,000, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or in an amount less than $250,000, (g) suffered to the Purchaser or their representatives; -suffered any extraordinary material losses or waived any rights of material value other than value, whether or not in the ordinary course of business, (h) made ; -made any capital expenditures or commitments therefore other than changes in employee compensation except in the ordinary course of business and consistent with past practices; -made capital expenditures or commitments therefor that aggregate in an amount less than excess of $250,000, (i) entered into any other transaction other than in the ordinary course of business in an amount less than $250,000 or entered 10,000; -entered into any material transaction, whether or not in the ordinary course of business, (j) made any ; -made charitable contributions or pledges, (k) suffered pledges in excess of $5,000; -suffered any damagesmaterial damage, destruction or casualty loss, whether or not covered by insurance; -experienced any material problems with labor or management in connection with the terms and conditions of their employment; or -entered into an agreement, affecting written or otherwise, to take any of the properties or assets of the Company or any other properties or assets of the Company which could, individually or in the aggregate, have or result in a Material Adverse Effect, (l) made any material change in the nature or operations of the business of the Company, (m) participated in any transaction that would have a Material Adverse Effect or otherwise acted outside the ordinary course of business, (n) the Company has not increased the compensation of any of its officers or the rate of pay of any of its employees, except as part of regular compensation increases in the ordinary course of business, (o) entered into any agreement or commitment to do any of the foregoingforegoing actions.

Absence of Certain Developments. Except as contemplated by this Agreement and as contemplated by the Commission Documentsset forth in Schedule 3.11, since February 28December 31, 20021998, through the date immediately preceding each Closing Datethere has not been any Material Adverse Change, or any development which could reasonably be expected to result in a Material Adverse Change. Except as set forth in Schedule 3.11, since December 31, 1998, the Company Seller has conducted the Business in the ordinary and usual course consistent with past practices and has not (ai) issued sold, leased, transferred or otherwise disposed of any stock, options, bonds or other corporate securities of the assets of the Business (other than as reflected in Section 6.2 hereof, (b) borrowed any amount or incurred or became subject to any Liabilities (absolute, accrued or contingent), other than current Liabilities incurred dispositions in the ordinary course of business and Liabilities under contracts entered into in the ordinary course of businessconsistent with past practices), (cii) discharged terminated or satisfied amended in any material Lien respect any contract or adverse claim lease to which the Seller is a party or paid any obligation to which it is bound or Liability (absolute, accrued or contingent), other than current Liabilities shown on the Balance Sheet and current Liabilities incurred in the ordinary course of businessto which its properties are subject, (d) declared or made any payment or distribution of cash or other property to the stockholders of the Company or purchased or redeemed any securities of the Company, (e) mortgaged, pledged or subjected to any material Lien or adverse claim any of its properties or assets, except for Liens for taxes not yet due and payable or otherwise in the ordinary course of business, (f) sold, assigned or transferred any of its assets, tangible or intangible, except in the ordinary course of business or in an amount less than $250,000, (giii) suffered any extraordinary losses material loss, damage or waived destruction whether or not covered by insurance, (iv) made any rights of material value change in the accounting methods or practices it follows, whether for general financial or Tax purposes, (v) incurred any liabilities (other than in the ordinary course of business) none of which, individually or in the aggregate, are material, (hvi) incurred, created or suffered to exist any Encumbrances on the Purchased Assets or created in the ordinary course of business, none of which, individually or in the aggregate, are material, (vii) increased the compensation payable or to become payable to any of the officers or employees of the Business or increased any bonus, severance, accrued vacation, insurance, pension or other Employee Benefit Plan, payment or arrangement made by the Seller for or with any such officers or employees, (viii) suffered any labor dispute, strike or other work stoppage, (ix) made or obligated itself to make any capital expenditures in excess of $5,000 individually or commitments therefore in the aggregate, (x) entered into any contract or other agreement requiring the Seller to make payments in excess of $5,000 per annum, individually or in the aggregate, other than in the ordinary course of business consistent with past practices, or in an amount less than $250,000, (i) entered into any other transaction other than in the ordinary course of business in an amount less than $250,000 or entered into any material transaction, whether or not in the ordinary course of business, (j) made any charitable contributions or pledges, (k) suffered any damages, destruction or casualty loss, whether or not covered by insurance, affecting any of the properties or assets of the Company or any other properties or assets of the Company which could, individually or in the aggregate, have or result in a Material Adverse Effect, (l) made any material change in the nature or operations of the business of the Company, (m) participated in any transaction that would have a Material Adverse Effect or otherwise acted outside the ordinary course of business, (n) the Company has not increased the compensation of any of its officers or the rate of pay of any of its employees, except as part of regular compensation increases in the ordinary course of business, (oxi) entered into any agreement or commitment to do any of the foregoing.

Absence of Certain Developments. Except as contemplated by this Agreement and as contemplated by provided on Schedule 2.1(z) hereto or in the Commission DocumentsForm SB-2, since February 28December 31, 20022003, through the date immediately preceding each Closing Date, neither the Company has not (a) nor any subsidiary has: · issued any stock, options, bonds or other corporate securities other than as reflected in Section 6.2 hereofor any rights, (b) options or warrants with respect thereto; · borrowed any amount or incurred or became become subject to any Liabilities liabilities (absoluteabsolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, accrued as adjusted to reflect the current nature and volume of the Company’s or such subsidiary’s business; · discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current Liabilities incurred in the ordinary course of business and Liabilities under contracts entered into liabilities paid in the ordinary course of business, (c) discharged or satisfied any material Lien or adverse claim or paid any obligation or Liability (absolute, accrued or contingent), other than current Liabilities shown on the Balance Sheet and current Liabilities incurred in the ordinary course of business, (d) ; · declared or made any payment or distribution of cash or other property to the stockholders of the Company with respect to its stock, or purchased or redeemed redeemed, or made any securities agreements so to purchase or redeem, any shares of its capital stock; · sold, assigned or transferred any other tangible assets, or canceled any debts or claims, except in the Companyordinary course of business; · sold, (e) mortgagedassigned or transferred any patent rights, pledged trademarks, trade names, copyrights, trade secrets or subjected other intangible assets or intellectual property rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers or their representatives; · suffered any substantial losses or waived any rights of material Lien value, whether or adverse claim any of its properties or assets, except for Liens for taxes not yet due and payable or otherwise in the ordinary course of business, (f) sold, assigned or transferred suffered the loss of any material amount of its assets, tangible or intangible, prospective business; · made any changes in employee compensation except in the ordinary course of business or in an amount less than $250,000, (g) suffered any extraordinary losses or waived any rights of material value other than in the ordinary course of business, (h) and consistent with past practices; · made any capital expenditures or commitments therefore other than therefor that aggregate in the ordinary course excess of business or in an amount less than $250,000, (i) 100,000; · entered into any other transaction other than in the ordinary course of business in an amount less than $250,000 business, or entered into any other material transaction, whether or not in the ordinary course of business, (j) ; · made any charitable contributions or pledges, (k) pledges in excess of $25,000; · suffered any damagesmaterial damage, destruction or casualty loss, whether or not covered by insurance; · experienced any material problems with labor or management in connection with the terms and conditions of their employment; · effected any two or more events of the foregoing kind which in the aggregate would be material to the Company or its subsidiaries; or · entered into an agreement, affecting written or otherwise, to take any of the properties or assets of the Company or any other properties or assets of the Company which could, individually or in the aggregate, have or result in a Material Adverse Effect, (l) made any material change in the nature or operations of the business of the Company, (m) participated in any transaction that would have a Material Adverse Effect or otherwise acted outside the ordinary course of business, (n) the Company has not increased the compensation of any of its officers or the rate of pay of any of its employees, except as part of regular compensation increases in the ordinary course of business, (o) entered into any agreement or commitment to do any of the foregoingforegoing actions.

Absence of Certain Developments. Except as set forth on the LBI DEVELOPMENTS SCHEDULE, since June 30, 2003, there has not been any Material Adverse Effect with respect to LBI and its Subsidiaries, taken as a whole. Except as set forth on the LBI DEVELOPMENTS SCHEDULE and except as expressly contemplated by this Agreement and as contemplated by the Commission DocumentsAgreement, since February 28June 30, 20022003, through the date immediately preceding each Closing Date, the Company neither LBI nor any Subsidiary of LBI has not (a) issued any stock, options, bonds or other corporate securities other than as reflected in Section 6.2 hereof, (b) borrowed any amount or incurred or became become subject to any Liabilities material liabilities (absolute, accrued or contingent), other than current Liabilities except liabilities incurred in the ordinary course of business and Liabilities business, liabilities under contracts entered into in the ordinary course of businessbusiness and borrowings from banks (or similar financial institutions) necessary to meet ordinary course working capital requirements), (c) discharged or satisfied any material Lien or adverse claim or paid any obligation or Liability (absolute, accrued or contingent), other than current Liabilities shown on the Balance Sheet and current Liabilities incurred in the ordinary course of business, (d) declared or made any payment or distribution of cash or other property to the stockholders of the Company or purchased or redeemed any securities of the Company, (eb) mortgaged, pledged or subjected to any material Lien or adverse claim (except Permitted Liens) any material portion of its properties or assets, except for Liens for taxes not yet due and payable or otherwise in the ordinary course of business, (fc) sold, assigned or transferred any material portion of its tangible assets, tangible (d) sold, assigned or intangibletransferred any material Intellectual Property or other intangible assets, except in the ordinary course of business or (e) suffered any extraordinary loss(es) in an amount less than exceeding $250,000100,000 individually or in the aggregate or waived any right(s) of material value, (f) issued, sold or transferred any of its capital stock or other equity securities, securities convertible into its capital stock or other equity securities or warrants, options or other rights to acquire its capital stock or other equity securities, or any bonds or debt securities, (g) suffered made any extraordinary losses material capital expenditures in excess of $100,000 or waived any rights of material value other than in the ordinary course of businesscommitments therefor, (h) made any capital expenditures material change in its accounting methods, practices or commitments therefore other than in the ordinary course of business or in an amount less than $250,000policies, (i) entered into revalued any other transaction other than in of its assets, including, without limitation, by writing down the ordinary course value of business in an amount less than $250,000 contracts or entered into any material transactionby writing off accounts receivable, whether or not except in the ordinary course of business, (j) made entered into any charitable contributions or pledgesother material transaction, (k) suffered declared, set aside or paid any damagesdividends or other distributions with respect to its capital stock or, destruction directly or casualty lossindirectly, whether redeemed, purchased or not covered by insurance, affecting acquired any of the properties or assets of the Company or any other properties or assets of the Company which could, individually or in the aggregate, have or result in a Material Adverse Effectits capital stock, (l) made amended or terminated any material change in the nature or operations of the business of the Companycontract, (m) participated loaned to or invested in any transaction that would have other entity (other than a Material Adverse Effect or otherwise acted outside the ordinary course wholly-owned Subsidiary of businessLBI) an amount in excess of $100,000, (n) the Company has not increased the compensation of waived or released any of its officers material right or the rate of pay of any of its employees, except as part of regular compensation increases in the ordinary course of business, claim or (o) entered into any agreement or commitment to do any of the foregoing.

Absence of Certain Developments. Except as contemplated by this Agreement and as contemplated by the Commission Documentsset forth in Schedule 4.9, since February 28March 31, 20022001, through the date immediately preceding each Closing Datethere has not been any Material Adverse Change, or any development which could reasonably be expected to result in a prospective Material Adverse Change. Except as set forth in Schedule 4.9, since March 31, 2001, the Company has conducted its businesses in the ordinary and usual course consistent with past practices and has not (ai) issued sold, leased, transferred or otherwise disposed of any stock, options, bonds or other corporate securities of its assets (other than as reflected in Section 6.2 hereof, (b) borrowed any amount or incurred or became subject to any Liabilities (absolute, accrued or contingent), other than current Liabilities incurred dispositions in the ordinary course of business and Liabilities under contracts entered into in the ordinary course of businessconsistent with past practices), (cii) discharged breached, terminated or satisfied amended in any material Lien respect any contract or adverse claim lease to which it is a party or paid any obligation to which it is bound or Liability (absolute, accrued or contingent), other than current Liabilities shown on the Balance Sheet and current Liabilities incurred in the ordinary course of businessto which its properties are subject, (diii) declared amended its Articles of Incorporation or made by-laws or taken any payment action in contemplation of an amendment to such Articles of Incorporation or distribution by-laws or in contemplation of cash its liquidation or other property dissolution and, to the stockholders of the Company its best knowledge after due investigation, no such action has been taken by its shareholders, directors or purchased or redeemed any securities of the Companyofficers, (eiv) mortgaged, pledged repurchased or subjected to otherwise acquired any material Lien or adverse claim any shares of its properties capital stock or assetsany option, except warrant, right, call or commitment relating to its capital stock or any outstanding securities or obligations convertible into or exchangeable for, or giving any Person any right to subscribe for Liens for taxes not yet due and payable or otherwise in the ordinary course acquire from it, any shares of businessits capital stock, (f) sold, assigned or transferred any of its assets, tangible or intangible, except in the ordinary course of business or in an amount less than $250,000, (gv) suffered any extraordinary losses material loss, damage or waived destruction whether or not covered by insurance, (vi) made any rights of material value change in the accounting methods or practices it follows, whether for general financial or tax purposes, (vii) incurred any liabilities (other than in the ordinary course of business) which, individually or in the aggregate, are material, (hviii) incurred, created or suffered to exist any Encumbrances on its assets, except those created in the ordinary course of business, none of which, individually or in the aggregate, are material, (ix) other than in the ordinary course, increased the compensation payable or to become payable to any of its officers or employees or increased any bonus, severance, accrued vacation, insurance, pension or other Employee Benefit Plan, payment or arrangement made by it for or with any such officers or employees, (x) suffered any labor dispute, strike or other work stoppage, (xi) made or obligated itself to make any capital expenditures in excess of $25,000 individually or commitments therefore in the aggregate, (xii) entered into any contract or other agreement requiring it to make payments in excess of $25,000 per annum, individually or in the aggregate, other than in the ordinary course of business or in an amount less than $250,000consistent with past practices, (ixiii) breached or violated any law, statute, rule or regulation applicable to the Company or its business in any material respect, (xiv) suffered any Material Adverse Changes in its financial position or results of operations, (xv) entered into any other contract, agreement or transaction other than in the ordinary course with an Affiliate of business in an amount less than $250,000 or entered into any material transaction, whether or not in the ordinary course of businessCDL, (jxvi) made any charitable contributions or pledges, (k) suffered any damages, destruction or casualty loss, whether or not covered by insurance, affecting any except for authorization of the properties Preclosing Distributions, declared or assets of paid any dividend or other distribution with respect to the Company or any other properties or assets of the Company which could, individually or in the aggregate, have or result in a Material Adverse Effect, (l) made any material change in the nature or operations of the business outstanding stock of the Company, or (m) participated in any transaction that would have a Material Adverse Effect or otherwise acted outside the ordinary course of business, (n) the Company has not increased the compensation of any of its officers or the rate of pay of any of its employees, except as part of regular compensation increases in the ordinary course of business, (oxvii) entered into any agreement or commitment to do any of the foregoing.

Absence of Certain Developments. Except as contemplated or permitted by this Agreement and or any of the other Transaction Documents or as contemplated by set forth on Section 4.7 of the Commission DocumentsDisclosure Schedule, since February 28December 31, 2002, through the date immediately preceding each Closing Date, the Company has not 2010 no AUC Entity has: (a) issued any stock, options, bonds or other corporate securities other than as reflected in Section 6.2 hereof, (b) borrowed any amount or incurred or became subject to any Liabilities (absolute, accrued or contingent), other than current Liabilities incurred in the ordinary course of business and Liabilities under contracts entered into in the ordinary course of business, (c) discharged or satisfied any material Lien or adverse claim or paid any obligation or Liability (absolute, accrued or contingent), other than current Liabilities shown on the Balance Sheet and current Liabilities incurred in the ordinary course of business, (d) declared or made any payment or distribution of cash or other property to the stockholders of the Company or purchased or redeemed any securities of the Company, (e) mortgaged, pledged or subjected to any material Lien Lien, any assets of such AUC Entity, except Permitted Liens; (b) sold, assigned or adverse claim transferred any tangible assets or property (real or personal) of such AUC Entity; (c) sold, assigned or transferred or granted to any Person any Intellectual Property, or disposed of or permitted to lapse, any rights with respect to any Transferred Intellectual Property; (d) suffered or taken any action that has resulted in, or would reasonably be expected to result in, individually or in the aggregate, a Material Adverse Effect; (e) increased compensation payable or to become payable (including any bonus, severance or commission formula) of any kind to any employee, officer, director or consultant other than pursuant to an existing agreement or in the Ordinary Course of Business; (f) changed or suffered any change in any Benefit Plan, program, policy or arrangement or labor agreement, to the extent offered or required by, or binding on, the Sellers, affecting any employee or former employee of any of the Sellers otherwise than to conform to applicable Laws; (g) entered into any transaction with any Affiliate of such AUC Entity in connection with the Business; (h) made or agreed to make any capital expenditure that, when added to all other capital expenditures made by the AUC Entities since December 31, 2010, exceed $50,000; (i) written off as uncollectible, waived, released, cancelled or established any extraordinary reserve in excess of $50,000 in the aggregate with respect to, any account receivable or other Indebtedness owed to such AUC Entity; (j) suffered any theft, damage, destruction or casualty loss, in the aggregate, in excess of the value of its assets or properties (whether or assetsnot covered by insurance); 12 (k) made any change in its accounting methods, except for Liens for taxes not yet due and payable principles or practices; (l) allowed to lapse, revoked or otherwise lost or has substantially impaired, any Educational Approvals; and (m) other than with respect to any Contract with or relating to any clinical site or with any employee or independent contractor in the ordinary course of business, (f) soldentered into any Contract related to the purchase of goods, assigned equipment or transferred services of amounts in excess of $75,000 per year or having a duration in excess of one year, or terminated, modified, amended, received notice of termination of, or otherwise altered or changed any of its assetsthe terms or provisions of, tangible or intangible, except in the ordinary course of business or in an amount less than $250,000, any Material Contract; (gn) suffered any extraordinary losses resignation, termination or waived any rights of material value other than in the ordinary course of business, (h) made any capital expenditures or commitments therefore other than in the ordinary course of business or in an amount less than $250,000, (i) entered into any other transaction other than in the ordinary course of business in an amount less than $250,000 or entered into any material transaction, whether or not in the ordinary course of business, (j) made any charitable contributions or pledges, (k) suffered any damages, destruction or casualty loss, whether or not covered by insurance, affecting any of the properties or assets of the Company or any other properties or assets of the Company which could, individually or in the aggregate, have or result in a Material Adverse Effect, (l) made any material change in the nature or operations of the business of the Company, (m) participated in any transaction that would have a Material Adverse Effect or otherwise acted outside the ordinary course of business, (n) the Company has not increased the compensation removal of any of its officers five (5) highest paid employees or a material loss of personnel; (o) made, revoked or amended any Tax election, changed any method of Tax accounting or Tax procedure or practice or settled or compromised any claim relating to Taxes; (p) incurred or become subject to any material Liabilities, except Liabilities in the rate Ordinary Course of Business; (q) paid any amount, performed any obligation or agreed to pay any amount or perform any obligation, in settlement or compromise of any suit or claim of Liability against any Seller or any of its employeesrespective directors, except as part officers, employees or agents; (r) acquired any other business or entity (or a significant portion or division thereof), whether by merger, consolidation or reorganization or by the purchase of regular compensation increases its assets and/or equity or formed any subsidiary or acquired any equity interest or other interest in the ordinary course any other Person; (s) caused or permitted any of business, (o) entered into any agreement its insurance policies to lapse or commitment become violable or has done or omitted to do anything whereby it might be denied indemnity in respect of any actual, potential or pending claim; or (t) committed or agreed to any of the foregoing.. Section 4.8

Absence of Certain Developments. Except as contemplated by provided in this Agreement and ------------------------------- or as contemplated by the Commission Documentsdisclosed on Schedule 3.10(a), since February 28, 2002, through the date immediately preceding each Closing Dateof the Pro Forma Balance ---------------- Sheet, the Company has not (ai) issued any stockbonds, optionsdebentures, bonds notes, equity securities, or other corporate securities other than as reflected in Section 6.2 hereof, securities; (bii) borrowed any amount or incurred or became become subject to any Liabilities liabilities (absolute, accrued absolute or contingent), ) other than current Liabilities incurred in the ordinary course of business and Liabilities under contracts entered into in the ordinary course of business, ; (ciii) discharged or satisfied any material Lien or adverse claim or paid any obligation or Liability liability (absolute, accrued absolute or contingent), ) other than current Liabilities shown on the Balance Sheet and current Liabilities incurred in the ordinary course of business, ; (div) declared or made any payment or distribution of cash or other property to the stockholders of the Company or purchased or redeemed any securities of the Company, its equity securities; (ev) mortgaged, pledged pledged, or subjected to any material Lien or adverse claim any of its properties or assetsLien, except for Liens for taxes not yet due and payable or otherwise in the ordinary course of business, (f) sold, assigned or transferred any of its assets, tangible or intangible, except in the ordinary course Liens of business current taxes not yet due and payable and except for Permitted Liens; (vi) sold, assigned, or in an amount less than $250,000, (g) suffered transferred any extraordinary losses or waived any rights of material value other than its tangible assets except inventory in the ordinary course of business, or canceled any debts or claims; (hvii) made sold, assigned, or transferred any capital expenditures patents, licenses, permits, trademarks, trade names, copyrights, trade secrets, or commitments therefore other than in the ordinary course of business intangible assets; (viii) suffered any extraordinary loss or in an amount less than $250,000, (i) entered into waived any other transaction other than in the ordinary course of business in an amount less than $250,000 or entered into any material transactionright, whether or not in the ordinary course of business, business and consistent with past practice; or (jix) made any charitable contributions or pledges, (k) suffered any damages, destruction or casualty loss, whether or not covered by insurance, affecting any of the properties or assets of the Company or any other properties or assets of the Company which could, individually or in the aggregate, have or result in a Material Adverse Effect, (l) made any material change in the nature or operations of the business of the Company, (m) participated in entered into any transaction that would have a Material Adverse Effect or otherwise acted outside the ordinary course of business, (n) the Company has not increased the compensation of any of its officers or the rate of pay of any of its employees, except as part of regular compensation increases other than in the ordinary course of business. Since October 1, (o) entered into 1999, the Company has not made any agreement or commitment Distribution to do any Person, other than Distributions to holders of Common Interests and Class A Preferred Interests pursuant to the terms of the foregoingCompany's LLC Agreement. Schedule -------- 3.10(b) sets forth the amounts of all Distributions to holders of Common ------- Interests and Class A Preferred Interests since October 1, 1999. Schedule -------- 3.10(c) sets forth the dates and other terms with respect to the redemption ------- (whether at the option of the Company or the holders thereof) and/or maturity of all Equity Securities outstanding as of the date of this Agreement.

Absence of Certain Developments. Except as contemplated by this Agreement and as contemplated by described in the Commission Documents------------------------------- Disclosure Letter, since February 28, 2002, through the date immediately preceding each Closing Balance Sheet Date, neither the Company nor any Subsidiary has not (ai) issued any stock, options, bonds or other corporate securities other than as reflected in Section 6.2 hereof, (b) borrowed any amount or incurred or became become subject to any Liabilities material liabilities (absolute, accrued absolute or contingent)) except current liabilities incurred, other than current Liabilities incurred in the ordinary course of business and Liabilities liabilities under contracts entered into into, in the ordinary course of business, ; (c) discharged or satisfied any material Lien or adverse claim or paid any obligation or Liability (absolute, accrued or contingent), other than current Liabilities shown on the Balance Sheet and current Liabilities incurred in the ordinary course of business, (d) declared or made any payment or distribution of cash or other property to the stockholders of the Company or purchased or redeemed any securities of the Company, (eii) mortgaged, pledged or subjected to lien, charge or any material Lien or adverse claim any of its properties or assets, except for Liens for taxes not yet due and payable or otherwise in the ordinary course of business, (f) sold, assigned or transferred other encumbrance any of its assets, tangible or intangible, except Permitted Liens; (iii) sold, assigned or transferred any of its tangible or intangible assets or rights or canceled any debts or obligations except in the ordinary course of business or in an amount less than $250,000, business; (giv) suffered any extraordinary material losses of assets (whether tangible or intangible) or rights (including without limitation, license rights), or waived any rights of substantial value (whether or not in the ordinary course of business); (v) made any changes in officer compensation except for annual increases consistent with past practices; (vi) entered into any material value transaction other than in the ordinary course of business, except for the transactions contemplated by this Agreement; (h) made any capital expenditures or commitments therefore other than in the ordinary course of business or in an amount less than $250,000, (i) entered into any other transaction other than in the ordinary course of business in an amount less than $250,000 or entered into any material transaction, whether or not in the ordinary course of business, (j) made any charitable contributions or pledges, (k) suffered any damages, destruction or casualty loss, whether or not covered by insurance, affecting any of the properties or assets of the Company or any other properties or assets of the Company which could, individually or in the aggregate, have or result in a Material Adverse Effect, (lvii) made any material change in the nature any of its material contracts, its Certificate or operations Articles of the business of the CompanyIncorporation or Bylaws (or other organizational documents), (m) participated or in any transaction that would arrangements or agreements of any nature relating to its officers and directors; (viii) granted any stock options or other rights to acquire its capital stock or modified any outstanding stock options, grants, awards or other rights to acquire its capital stock; (ix) become aware of any change in the regulatory climate applicable to its business, including any proposed legislation or regulations which could have a Material Adverse Effect or (x) otherwise acted outside the ordinary course experienced any material change in its assets, financial condition or results of business, (n) the Company has not increased the compensation of any of its officers or the rate of pay of any of its employees, except as part of regular compensation increases in the ordinary course of business, (o) entered into any agreement or commitment to do any of the foregoingoperation.