Common use of Absence of Certain Developments Clause in Contracts

Absence of Certain Developments. Except as set forth in Section 2.8 of the Disclosure Schedule (arranged in subsections corresponding to the subsections set forth below), since the Balance Sheet Date, Seller has conducted the Business in the Ordinary Course and: i. there has not been a Seller Material Adverse Change; ii. there has not been any damage, destruction or loss, whether or not covered by insurance, with respect to the property and assets of Seller used in the Business of more than $25,000 for any single loss or $125,000 the aggregate for any related losses, or any failure to maintain insurance policies unmodified and without interruption; and iii. Seller has not: 1. failed to maintain its assets used in the Business in the same condition as on the Balance Sheet Date (ordinary wear and tear excluded); 2. made any change in the rate, timing, vesting, or funding of compensation, commission, bonus, or other direct or indirect remuneration payable or paid, or agreed or orally promised to pay, conditionally or otherwise, any bonus, incentive, retention, or other compensation, retirement, welfare, fringe or severance benefit, or vacation pay, to or in respect of any manager, officer, employee, distributor, or agent of Seller involved in the Business, other than increases in the Ordinary Course in the base wages or salaries of employees of Seller other than officers or managers or as required by any employment Contract; 3. hired or terminated any employee or engaged or terminated any independent contractor involved in the Business other than in the Ordinary Course; 4. Breached or waived any Breach or any material right with respect to any Included Contract; 5. canceled, written off, or compromised any debt or claim or amended, canceled, terminated, relinquished, waived, or released any Included Contract or right, except in the Ordinary Course and which, in the aggregate, are not material to Seller; 6. modified its pricing and purchasing policies and levels with respect to the Business, or entered into, amended, renewed, terminated, or permitted to lapse any Included Contract or transaction with any of its Affiliates, or paid to or received from any Affiliate of Seller any amount; 7. entered into any prepaid transactions outside of the Ordinary Course or otherwise accelerated revenue recognition or the sales for periods prior to the Closing with respect to in the Business; 8. changed its policies or practices with respect to the payment of accounts payable or other current liabilities or the collection of accounts receivable (including any acceleration or delay or deferral of the payment or collection thereof) or failed to maintain the level and quality of its Inventory, in each case with respect to the Business; 9. amended any of its Governing Documents, or failed to maintain its existence as a limited liability company; 10. adopted any plan of merger, consolidation, reorganization, liquidation, or dissolution, or filed a petition in bankruptcy under any provisions of federal or state bankruptcy Law, or consented to the filing of any bankruptcy petition against it under any similar Law; 11. engaged in any transaction or provided any consideration relating to the release, modification, or diminution of any guarantee, Surety Bond, or other obligation of Seller or any Affiliate thereof with respect to in the Business; 12. failed to pay any of its Liabilities when due (other than vendor liabilities which are paid in the Ordinary Course within 45 to 70 days from invoice date); 13. entered into any compromise or settlement of any Legal Proceeding or any investigation by any Governmental Body, in each case with respect to the Business; 14. failed: (A) to comply with all applicable Laws (including Environmental Permits) in any material respect; (B) to meet all Environmental Requirements; or (C) to hold and maintain in good standing all material Permits (including Environmental Permits) necessary for the conduct of the Business and the ownership of its Purchased Assets; 15. made any filings or registrations with any Governmental Body with respect to the Business, except routine filings and registrations made in the Ordinary Course; 16. written up or down (or failed to write up or down) the value of any Purchased Assets, except in the Ordinary Course, in accordance with GAAP consistently applied; 17. introduced any material change with respect to the Business, including with respect to the products or services it sells, the areas in which such products or services are sold, its methods of manufacturing or distributing its products, the levels of Inventory, equipment, or revenue-earning property that it maintains, its marketing techniques, or its accounting methods; 18. adopted, amended, modified or terminated any Employee Benefit Plan applicable to employees of the Business; or 19. entered into any agreements or commitments to do or perform in the future any actions referred to in this Section 2.8 (or disclosed an intent to do so), or taken or omitted to take any action that would be required to be disclosed in any section of the Disclosure Schedule.

Absence of Certain Developments. Except as set forth in Section 2.8 of the Disclosure Schedule (arranged in subsections corresponding to the subsections set forth below)3.6 and except as expressly contemplated by this Agreement, since the Interim Balance Sheet Date, Seller has the Companies have conducted the their Business only in the Ordinary Course andof Business and none of the Companies have: i. there has not been (a) suffered a Seller Material Adverse ChangeEffect; ii. there has not been (b) suffered any theft, damage, destruction or losscasualty loss in excess of US $100,000 in the aggregate to its assets, whether or not covered by insurance; (c) borrowed any amount or incurred or become subject to any Indebtedness or other Liabilities, with respect to the property and assets except Liabilities not in excess of Seller used US $50,000 incurred in the Ordinary Course of Business and not constituting Indebtedness; (d) discharged or satisfied any Lien or paid any Liability (other than as described in Section 2.4(b)(vii) and Liabilities paid in the Ordinary Course of more than $25,000 Business), prepaid any amount of Indebtedness or subjected any portion of its properties or assets to any Lien; (e) sold, leased, assigned or transferred (including, without limitation, transfers to Sellers or any Insider) any of its material tangible or intangible assets (including Proprietary Rights), except for sales of Inventory in the Ordinary Course of Business; (f) waived, canceled, compromised or released any single loss rights or $125,000 claims of material value, whether or not in the aggregate for Ordinary Course of Business; (g) entered into, amended or terminated any related lossesMaterial Contract or entered into any other material transaction, whether or not in the Ordinary Course of Business, or materially changed any failure to maintain insurance policies unmodified and without interruption; and iii. Seller has not: 1. failed to maintain its assets used in the Business in the same condition as on the Balance Sheet Date (ordinary wear and tear excluded)business practice; 2. made (h) made, granted or promised any change bonus or any wage, salary or compensation increase that aggregate in the rate, timing, vesting, or funding excess of compensation, commission, bonus, or other direct or indirect remuneration payable or paid, or agreed or orally promised US $100,000 per year to pay, conditionally or otherwise, any bonus, incentive, retention, or other compensation, retirement, welfare, fringe or severance benefit, or vacation pay, to or in respect of any manager, officer, employee, distributorsales representative or consultant or made, granted or promised any increase in any employee Benefit Plan, or agent amended or terminated any existing employee Benefit Plan or adopted any new employee Benefit Plan; (i) made any other change in employment terms for any of Seller involved its managers, officers and employees outside the Ordinary Course of Business or entered into any transaction with any Insider; (j) made any capital expenditures in excess of US $500,000 in the Business, other than increases aggregate or failed to make any necessary or planned capital expenditures in the Ordinary Course of Business; (k) made any loans or advances in excess of US $100,000 in the base wages aggregate to, or salaries of employees of Seller other than officers or managers or as required by guarantees for the benefit of, any employment ContractPerson; 3. hired (l) amended or terminated authorized any employee amendment to its Organizational Documents; (m) instituted or engaged settled any claim or terminated any independent contractor involved lawsuit for an amount involving in excess of US $500,000 in the Business aggregate or involving equitable or injunctive relief; (n) granted any performance guarantee to its customers other than in the Ordinary Course; 4. Breached or waived any Breach or any material right with respect to any Included Contract; 5. canceled, written off, or compromised any debt or claim or amended, canceled, terminated, relinquished, waived, or released any Included Contract or right, except in the Ordinary Course and which, in the aggregate, are not material to Seller; 6. modified its pricing and purchasing policies and levels with respect to the Business, or entered into, amended, renewed, terminated, or permitted to lapse any Included Contract or transaction with any of its Affiliates, or paid to or received from any Affiliate of Seller any amount; 7. entered into any prepaid transactions outside of the Ordinary Course or otherwise accelerated revenue recognition or the sales for periods prior to the Closing with respect to in the Business; 8. changed its policies (o) acquired any other business or practices with respect to the payment of accounts payable Person (or other current liabilities any significant portion or the collection of accounts receivable (including any acceleration division thereof), whether by merger, consolidation or delay reorganization or deferral of the payment or collection thereof) or failed to maintain the level and quality by purchase of its Inventory, in each case with respect to the Business; 9. amended assets or stock or acquired any of its Governing Documents, or failed to maintain its existence as a limited liability company; 10. adopted any plan of merger, consolidation, reorganization, liquidation, or dissolution, or filed a petition in bankruptcy under any provisions of federal or state bankruptcy Law, or consented to the filing of any bankruptcy petition against it under any similar Law; 11. engaged in any transaction or provided any consideration relating to the release, modification, or diminution of any guarantee, Surety Bond, or other obligation of Seller or any Affiliate thereof with respect to in the Business; 12. failed to pay any of its Liabilities when due (other than vendor liabilities which are paid in the Ordinary Course within 45 to 70 days from invoice date); 13. entered into any compromise or settlement of any Legal Proceeding or any investigation by any Governmental Body, in each case with respect to the Business; 14. failed: (A) to comply with all applicable Laws (including Environmental Permits) in any material respect; (B) to meet all Environmental Requirements; or (C) to hold and maintain in good standing all material Permits (including Environmental Permits) necessary for the conduct of the Business and the ownership of its Purchased Assets; 15. made any filings or registrations with any Governmental Body with respect to the Business, except routine filings and registrations made in the Ordinary Course; 16. written up or down (or failed to write up or down) the value of any Purchased Assets, except in the Ordinary Course, in accordance with GAAP consistently applied; 17. introduced any material change with respect to the Business, including with respect to the products or services it sells, the areas in which such products or services are sold, its methods of manufacturing or distributing its products, the levels of Inventory, equipment, or revenue-earning property that it maintains, its marketing techniques, or its accounting methods; 18. adopted, amended, modified or terminated any Employee Benefit Plan applicable to employees of the Businessassets; or 19. entered into (p) committed or agreed to any agreements or commitments to do or perform in the future any actions referred to in this Section 2.8 (or disclosed an intent to do so), or taken or omitted to take any action that would be required to be disclosed in any section of the Disclosure Scheduleforegoing.

Absence of Certain Developments. Except as set forth in Section 2.8 of the Disclosure on Schedule 4.8 and except as expressly contemplated by this Agreement, since January 1, 2011 (arranged in subsections corresponding i) there has been no Material Adverse Change with respect to the subsections Company and (ii) the Company has not: (a) made any loans or advances to, or guarantees for the benefit of, any Person; (b) incurred any Indebtedness other than pursuant to its existing credit facilities; (c) mortgaged, pledged or subjected to any Lien, any material portion of its properties or assets; (d) sold, leased, licensed, assigned, abandoned or transferred any portion of its tangible assets or Proprietary Rights, except sales of inventory in the ordinary course of business, or canceled, without fair consideration, any debts or claims owing to or held by it; (e) entered into, amended or terminated any lease, contract, agreement, commitment or any other transaction, other than in the ordinary course of business and in accordance with past custom and practice; (f) entered into, amended or terminated any employment agreement or made or granted any bonus or any wage, salary or compensation increase to any director, officer, employee or sales representative, group of employees or consultant (other than increases in the ordinary course of business consistent with past custom and practice) 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; (g) except as set forth belowon Schedule 4.8(g), since the Balance Sheet Datemade any capital expenditures or commitments for capital expenditures or entered into any lease of capital equipment or real estate; (h) changed or authorized any change in its Governing Documents; (i) issued any notes, Seller has conducted the Business bonds or other debt securities, or any limited liability company interests or other equity securities, or any securities convertible, exchangeable or exercisable into any limited liability company interests or other equity securities; (j) declared, set aside or paid any non-cash dividends or made any other non-cash distributions with respect to any limited liability company interests or other equity securities, or purchased or redeemed any limited liability company interests or other equity securities (including any warrants, options or other rights to acquire its limited liability company interests or other equity securities); (k) changed or authorized any change in its accounting practices or method of accounting for any items in the Ordinary Course and: i. there has not been a Seller Material Adverse Changepreparation of its Financial Statements or Tax Returns, or made any charitable contributions, pledges, association fees or dues; ii. there has not been (l) conducted its cash management customs and practices other than in the usual and ordinary course of business consistent with past practices; (m) incurred any physical damage, destruction or loss, other casualty loss (whether or not covered by insurance, with respect to the ) affecting any of its real or personal property and assets of Seller used in the Business of more an aggregate amount greater than $25,000 for any single loss or $125,000 the aggregate for any related losses, or any failure to maintain insurance policies unmodified and without interruption; and5,000; iii. Seller has not: 1. (n) failed to maintain its assets used in the Business in the same condition as renew any insurance policy, had any insurance policy cancelled or materially amended or failed to give any notice or present any claim under any such policy on the Balance Sheet Date (ordinary wear and tear excluded)a timely basis; 2. made (o) entered into any change in the ratesettlement, timing, vesting, conciliation or funding of compensation, commission, bonus, or other direct or indirect remuneration payable or paid, or agreed or orally promised to pay, conditionally or otherwise, any bonus, incentive, retention, or other compensation, retirement, welfare, fringe or severance benefit, or vacation pay, to or in respect of any manager, officer, employee, distributor, or agent of Seller involved in the Business, other than increases in the Ordinary Course in the base wages or salaries of employees of Seller other than officers or managers or as required by any employment Contract; 3. hired or terminated any employee or engaged or terminated any independent contractor involved in the Business other than in the Ordinary Course; 4. Breached similar agreement or waived any Breach or any material right with respect to any Included Contract; 5. canceled, written off, or compromised any debt or claim or amended, canceled, terminated, relinquished, waived, or released any Included Contract or right, except rights of value involving Claims in the Ordinary Course and which, in the aggregate, are not material to Seller; 6. modified its pricing and purchasing policies and levels with respect to the Business, or entered into, amended, renewed, terminated, or permitted to lapse any Included Contract or transaction with any excess of its Affiliates, or paid to or received from any Affiliate of Seller any amount; 7. entered into any prepaid transactions outside of the Ordinary Course or otherwise accelerated revenue recognition or the sales for periods prior to the Closing with respect to in the Business; 8. changed its policies or practices with respect to the payment of accounts payable or other current liabilities or the collection of accounts receivable (including any acceleration or delay or deferral of the payment or collection thereof) or failed to maintain the level and quality of its Inventory, in each case with respect to the Business; 9. amended any of its Governing Documents, or failed to maintain its existence as a limited liability company; 10. adopted any plan of merger, consolidation, reorganization, liquidation, or dissolution, or filed a petition in bankruptcy under any provisions of federal or state bankruptcy Law, or consented to the filing of any bankruptcy petition against it under any similar Law; 11. engaged in any transaction or provided any consideration relating to the release, modification, or diminution of any guarantee, Surety Bond, or other obligation of Seller or any Affiliate thereof with respect to in the Business; 12. failed to pay any of its Liabilities when due (other than vendor liabilities which are paid in the Ordinary Course within 45 to 70 days from invoice date); 13. entered into any compromise or settlement of any Legal Proceeding or any investigation by any Governmental Body, in each case with respect to the Business; 14. failed: (A) to comply with all applicable Laws (including Environmental Permits) in any material respect; (B) to meet all Environmental Requirements; or (C) to hold and maintain in good standing all material Permits (including Environmental Permits) necessary for the conduct of the Business and the ownership of its Purchased Assets; 15. made any filings or registrations with any Governmental Body with respect to the Business, except routine filings and registrations made in the Ordinary Course; 16. written up or down (or failed to write up or down) the value of any Purchased Assets, except in the Ordinary Course, in accordance with GAAP consistently applied; 17. introduced any material change with respect to the Business, including with respect to the products or services it sells, the areas in which such products or services are sold, its methods of manufacturing or distributing its products, the levels of Inventory, equipment, or revenue-earning property that it maintains, its marketing techniques, or its accounting methods; 18. adopted, amended, modified or terminated any Employee Benefit Plan applicable to employees of the Business$5,000; or 19. (p) entered into or approved any agreements contract, arrangement or commitments understanding to do do, engage in or perform in cause or having the future effects of, any actions referred to in this Section 2.8 (or disclosed an intent to do so), or taken or omitted to take any action that would be required to be disclosed in any section of the Disclosure Scheduleforegoing.

Absence of Certain Developments. Since August 31, 2012, there has been no Company Material Adverse Effect. Except as set forth in on Section 2.8 6F of the Company Disclosure Schedule Letter or as otherwise contemplated by this Agreement, since August 31, 2012, neither the Company nor any of its Subsidiaries has: (arranged i) issued or sold any of its Units or other equity securities, securities convertible into its Units or other equity securities, or warrants, options or other rights to purchase its Units or other equity securities; (ii) subjected any material portion of its properties or assets to any material Lien, except for Permitted Encumbrances; (iii) sold, assigned or transferred any material portion of its tangible assets, except for sales in subsections corresponding the ordinary course of business consistent with past practice of immaterial assets with an aggregate sales value of less than $100,000; (iv) sold, assigned or transferred any patents, trademarks, trade names, copyrights, trade secrets or other intangible assets; (v) terminated or modified any Material Contract, permitted any renewal notice period or option period to lapse with respect to any Material Contract or received any written notice of termination of any Material Contract, except for terminations of Material Contracts upon their expiration during such period in accordance with their terms; (vi) cancelled, waived, compromised or released any debts, rights, claims or benefits under a Material Contract, other than in the subsections set forth belowordinary course of business consistent with past practice; (vii) entered into any Company Material Contract (including any borrowing, capital expenditure, or becoming liable in respect of any Indebtedness or guarantee), since the Balance Sheet Date, Seller has conducted the Business except in the Ordinary Course and: i. there has not been a Seller Material Adverse Changeordinary course of business consistent with past practice with an aggregate value of less than $100,000; ii. there has (viii) made or granted any material bonus or any material compensation or salary increase to any former or current employee or group of former or current employees (except in the ordinary course of business consistent with past practice and in any case not been in an aggregate amount in excess of $100,000), or made or granted any material increase in any employee benefit plan or arrangement, or amended in any material respect or terminated any existing employee benefit plan or arrangement or severance agreement or employment contract or adopted any new employee benefit plan or arrangement or severance agreement or employment contract (except in the ordinary course of business consistent with past practice); (ix) made any loans or advances to, or guarantees for the benefit of, any Persons (except to employees in the ordinary course of business); or (x) suffered any material damage, destruction or loss, whether other casualty loss with respect to material property owned by the Company or its Subsidiaries that is not covered by insurance, with respect to the property and assets of Seller used in the Business of more than $25,000 for any single loss or $125,000 the aggregate for any related losses, or any failure to maintain insurance policies unmodified and without interruption; and iii. Seller has not: 1. failed to maintain its assets used in the Business in the same condition as on the Balance Sheet Date (ordinary wear and tear excluded); 2. made any change in the rate, timing, vesting, or funding of compensation, commission, bonus, or other direct or indirect remuneration payable or paid, or agreed or orally promised to pay, conditionally or otherwise, any bonus, incentive, retention, or other compensation, retirement, welfare, fringe or severance benefit, or vacation pay, to or in respect of any manager, officer, employee, distributor, or agent of Seller involved in the Business, other than increases in the Ordinary Course in the base wages or salaries of employees of Seller other than officers or managers or as required by any employment Contract; 3. hired or terminated any employee or engaged or terminated any independent contractor involved in the Business other than in the Ordinary Course; 4. Breached or waived any Breach or any material right with respect to any Included Contract; 5. canceled, written off, or compromised any debt or claim or amended, canceled, terminated, relinquished, waived, or released any Included Contract or right, except in the Ordinary Course and which, in the aggregate, are not material to Seller; 6. modified its pricing and purchasing policies and levels with respect to the Business, or entered into, amended, renewed, terminated, or permitted to lapse any Included Contract or transaction with any of its Affiliates, or paid to or received from any Affiliate of Seller any amount; 7. entered into any prepaid transactions outside of the Ordinary Course or otherwise accelerated revenue recognition or the sales for periods prior to the Closing with respect to in the Business; 8. changed its policies or practices with respect to the payment of accounts payable or other current liabilities or the collection of accounts receivable (including any acceleration or delay or deferral of the payment or collection thereof) or failed to maintain the level and quality of its Inventory, in each case with respect to the Business; 9. amended any of its Governing Documents, or failed to maintain its existence as a limited liability company; 10. adopted any plan of merger, consolidation, reorganization, liquidation, or dissolution, or filed a petition in bankruptcy under any provisions of federal or state bankruptcy Law, or consented to the filing of any bankruptcy petition against it under any similar Law; 11. engaged in any transaction or provided any consideration relating to the release, modification, or diminution of any guarantee, Surety Bond, or other obligation of Seller or any Affiliate thereof with respect to in the Business; 12. failed to pay any of its Liabilities when due (other than vendor liabilities which are paid in the Ordinary Course within 45 to 70 days from invoice date); 13. entered into any compromise or settlement of any Legal Proceeding or any investigation by any Governmental Body, in each case with respect to the Business; 14. failed: (A) to comply with all applicable Laws (including Environmental Permits) in any material respect; (B) to meet all Environmental Requirements; or (C) to hold and maintain in good standing all material Permits (including Environmental Permits) necessary for the conduct of the Business and the ownership of its Purchased Assets; 15. made any filings or registrations with any Governmental Body with respect to the Business, except routine filings and registrations made in the Ordinary Course; 16. written up or down (or failed to write up or down) the value of any Purchased Assets, except in the Ordinary Course, in accordance with GAAP consistently applied; 17. introduced any material change with respect to the Business, including with respect to the products or services it sells, the areas in which such products or services are sold, its methods of manufacturing or distributing its products, the levels of Inventory, equipment, or revenue-earning property that it maintains, its marketing techniques, or its accounting methods; 18. adopted, amended, modified or terminated any Employee Benefit Plan applicable to employees of the Business; or 19. entered into any agreements or commitments to do or perform in the future any actions referred to in this Section 2.8 (or disclosed an intent to do so), or taken or omitted to take any action that would be required to be disclosed in any section of the Disclosure Schedule.

Absence of Certain Developments. Except as set forth in Section 2.8 Since the date of the Disclosure Schedule (arranged in subsections corresponding to the subsections set forth below)Latest Balance Sheet, since the Balance Sheet Date, Seller has conducted the Business in the Ordinary Course and: i. there has not been a Seller Material Adverse Change; ii. there has not been any damageMaterial Adverse Effect. Except as set forth on Schedule 5.07, destruction or losssince the date of the Latest Balance Sheet through the date hereof, whether or not covered and except as contemplated by insurancethis Agreement, with respect to neither the property and assets Company nor any of Seller used in the Business of more than $25,000 for any single loss or $125,000 the aggregate for any related losses, or any failure to maintain insurance policies unmodified and without interruption; and iii. Seller has notits Subsidiaries has: 1. failed to maintain (a) amended or modified its assets used in the Business in the same condition as on the Balance Sheet Date certificate of formation or limited liability company agreement (ordinary wear and tear excludedor equivalent governing documents); 2. made (b) subjected any change in the ratematerial portion of its properties or assets to any Lien, timing, vesting, or funding of compensation, commission, bonus, or other direct or indirect remuneration payable or paid, or agreed or orally promised to pay, conditionally or otherwise, any bonus, incentive, retention, or other compensation, retirement, welfare, fringe or severance benefit, or vacation pay, to or in respect of any manager, officer, employee, distributor, or agent of Seller involved in the Business, other than increases in the Ordinary Course in the base wages or salaries of employees of Seller other than officers or managers or as required by any employment Contractexcept for Permitted Liens; 3. hired (c) sold, assigned or terminated any employee or engaged or terminated any independent contractor involved in the Business other than in the Ordinary Course; 4. Breached or waived any Breach or transferred any material right with respect to any Included Contract; 5. canceled, written off, or compromised any debt or claim or amended, canceled, terminated, relinquished, waived, or released any Included Contract or rightportion of its tangible assets, except in the Ordinary Course and which, in the aggregate, are not material to Sellerordinary course of business; 6. modified its pricing and purchasing policies and levels with respect to the Business(d) sold, assigned or entered intotransferred any patents, amendedtrademarks, renewedtrade names, terminatedcopyrights, or permitted to lapse any Included Contract or transaction with any of its Affiliates, or paid to or received from any Affiliate of Seller any amount; 7. entered into any prepaid transactions outside of the Ordinary Course or otherwise accelerated revenue recognition or the sales for periods prior to the Closing with respect to in the Business; 8. changed its policies or practices with respect to the payment of accounts payable trade secrets or other current liabilities or the collection of accounts receivable (including any acceleration or delay or deferral of the payment or collection thereof) or failed to maintain the level and quality of its Inventory, in each case with respect to the Business; 9. amended any of its Governing Documents, or failed to maintain its existence as a limited liability company; 10. adopted any plan of merger, consolidation, reorganization, liquidation, or dissolution, or filed a petition in bankruptcy under any provisions of federal or state bankruptcy Law, or consented to the filing of any bankruptcy petition against it under any similar Law; 11. engaged in any transaction or provided any consideration relating to the release, modification, or diminution of any guarantee, Surety Bond, or other obligation of Seller or any Affiliate thereof with respect to in the Business; 12. failed to pay any of its Liabilities when due (other than vendor liabilities which are paid in the Ordinary Course within 45 to 70 days from invoice date); 13. entered into any compromise or settlement of any Legal Proceeding or any investigation by any Governmental Body, in each case with respect to the Business; 14. failed: (A) to comply with all applicable Laws (including Environmental Permits) in any material respect; (B) to meet all Environmental Requirements; or (C) to hold and maintain in good standing all material Permits (including Environmental Permits) necessary for the conduct of the Business and the ownership of its Purchased Assets; 15. made any filings or registrations with any Governmental Body with respect to the Business, except routine filings and registrations made in the Ordinary Course; 16. written up or down (or failed to write up or down) the value of any Purchased Assetsintangible assets, except in the Ordinary Course, ordinary course of business; (e) made or granted any material bonus in excess of $50,000 or any material compensation or salary increase to any current (or former) employee whose annual base salary is (or was at the time of his or her termination) in excess of $150,000 (except in the ordinary course of business in accordance with GAAP consistently appliedpast practice), or made or granted any material increase in any employee benefit plan or arrangement, or materially amended or terminated any existing employee benefit plan or arrangement or severance agreement or employment contract or adopted any new employee benefit plan or arrangement or severance agreement or employment contract (except in the ordinary course of business); 17. introduced (f) made any loans or advances to, or guarantees for the benefit of, any Persons (except to employees in the ordinary course of business); (g) made any material change in any method of accounting or accounting practice of the Company or any Subsidiary; (h) made material change in the Company's cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (i) entered into any contract that would constitute a Material Contract; (j) made any capital investment in any other Person (except in the Business, including with respect to the products ordinary course of business); (k) entered into a new line of business or services it sells, the areas in which such products abandoned or services are sold, its methods discontinued an existing line of manufacturing business; (l) acquired by merger or distributing its products, the levels of Inventory, equipmentconsolidation with, or revenue-earning property that it maintains, its marketing techniques, or its accounting methods; 18. adopted, amended, modified or terminated any Employee Benefit Plan applicable to employees by purchase of a substantial portion of the Businessassets or stock of, any business or any Person or any division thereof; or 19. entered into any agreements or commitments (m) committed to do or perform in the future any actions referred to in this Section 2.8 (or disclosed an intent to do so), or taken or omitted to take any action that would be required to be disclosed in any section of the Disclosure Scheduleforegoing.

Absence of Certain Developments. Except as set forth in Section 2.8 of Since the Disclosure Schedule (arranged in subsections corresponding to the subsections set forth below), since the Reference Balance Sheet Date, other than as set forth on Schedule 3.5: (i) Seller has conducted the Business in the Ordinary Course and: i. there has not been a Seller Material Adverse Change; ordinary course of business, consistent with past practice in all material respects; and (ii. ) there has not been any event, change, occurrence or circumstance that has had, or would be reasonably likely to have, a Material Adverse Effect. Except as contemplated by this Agreement or as set forth on Schedule 3.5, since the Reference Balance Sheet Date, Seller with respect to the Business or the Acquired Assets, has not: (a) incurred any Debt, except in the ordinary course of business consistent with past practices; (b) changed any accounting principles, methods or practices, or the manner Seller maintains its books and records, or its practices with regard to the recording of sales, receivables, payables or accrued expenses or the methodology used to value inventory or materially altered its payment or collection practices; (i) granted any severance, continuation or termination pay to any employee, other than as provided in any written agreements; (ii) entered into any employment, deferred compensation or other similar agreement (or any amendment to any such existing agreement) with any employee; (iii) increased, amended, or changed compensation, bonus or other benefits payable or potentially payable to current or former employees, other than that as may be required by Law; (iv) adopted any new or changed the terms of any existing bonus, pension, insurance, health or other benefit plan; (v) represented to any employee or former employee that Seller, Purchaser or any other Person would continue to maintain or implement any benefit or would continue to employ such employee after the Closing Date; or (vi) except in the ordinary course of business, changed the size or composition of its employee work force or entered into any union contract; (d) suffered any material damage, destruction or loss, loss (whether or not covered by insurance) to any of its properties or assets or sold, with respect to the property and transferred, distributed or otherwise disposed of any assets of Seller used in the operation of the Business, except for sales of Inventory in the ordinary course of business and dispositions of surplus or obsolete equipment in the ordinary course of business consistent with past practice; (e) except in the ordinary course of business, granted customers of the Business any rebates, price concessions, discounts or allowances, altered its pricing or payment terms or agreed to any reduction in discounts received from suppliers; (f) amended or terminated or, to the Knowledge of Seller, received any notice that any material supplier or customer has terminated or threatened in writing to terminate any Contract or license relationship or commitment relating to the conduct of the Business or the Acquired Assets; (g) purchased, leased or otherwise acquired or divested (whether by merger, consolidation or other business combination, purchase of securities, purchase of assets or otherwise) any portion of the business or assets to or from any other Person except for purchases of Inventory or supplies in the ordinary course of business; (h) changed or revoked any material Tax election, changed any material method of accounting for Tax purposes, settled any Legal Proceeding in respect of Taxes or entered into any Contract in respect of Taxes with any Governmental Body; (i) cancelled, waived or compromised any Debt having a value of more than $25,000 for any single loss (individually) or an aggregate value in excess of $125,000 the aggregate for any related losses50,000, or any failure to maintain insurance policies unmodified and without interruption; and iii. Seller has not: 1. failed to maintain its assets used in the Business in the same condition as on the Balance Sheet Date (ordinary wear and tear excluded); 2. made any change in the rate, timing, vesting, or funding of compensation, commission, bonus, or other direct or indirect remuneration payable or paid, or agreed or orally promised to pay, conditionally or otherwise, any bonus, incentive, retention, or other compensation, retirement, welfare, fringe or severance benefit, or vacation pay, to or in respect of any manager, officer, employee, distributor, or agent of Seller involved in the Business, other than increases in the Ordinary Course in the base wages or salaries of employees of Seller other than officers or managers or as required by any employment Contract; 3. hired or terminated any employee or engaged or terminated any independent contractor involved in the Business other than in the Ordinary Course; 4. Breached or waived any Breach or any material right with respect to any Included Contract; 5. canceled, written off, or compromised any debt or claim or amendedsuffered, canceledpermitted, terminatedcommitted or incurred any default in any liability or obligation which has resulted in or will result in liabilities, relinquishedlosses, waiveddamages, injuries or released claim of more than $25,000 (individually) or an aggregate value in excess of $50,000; (j) suffered, permitted or incurred the imposition of any Included Contract lien or right, encumbrance upon any of the Acquired Assets except for the Permitted Exceptions; (k) made a commitment to make any material capital expenditures or material capital additions or betterments in excess of $150,000 in the Ordinary Course and whichaggregate; (l) made a commitment to make any material purchase commitment outside the ordinary course of business, in excess of $75,000, individually or $500,000, in the aggregate, are not material or made any advances to Seller; 6. modified its pricing and purchasing policies and levels with respect to the Business, or entered into, amended, renewed, terminated, or permitted to lapse any Included Contract or transaction with any of its Affiliates, or paid to or received from any Affiliate of Seller any amount; 7. entered into any prepaid transactions outside of the Ordinary Course or otherwise accelerated revenue recognition or the sales for periods prior to the Closing with respect to in the Business; 8. changed its policies or practices with respect to the payment of accounts payable or other current liabilities or the collection of accounts receivable (including any acceleration or delay or deferral of the payment or collection thereof) or failed to maintain the level and quality of its Inventory, in each case with respect to the Business; 9. amended any of its Governing Documents, or failed to maintain its existence as a limited liability company; 10. adopted any plan of merger, consolidation, reorganization, liquidation, or dissolution, or filed a petition in bankruptcy under any provisions of federal or state bankruptcy Law, or consented to the filing of any bankruptcy petition against it under any similar Law; 11. engaged in any transaction or provided any consideration relating to the release, modification, or diminution of any guarantee, Surety Bond, or other obligation of Seller or any Affiliate thereof with respect to in the Business; 12. failed to pay any of its Liabilities when due Person (other than vendor liabilities which are paid intercompany advances on customary terms), other than to employees in the Ordinary Course within 45 to 70 days from invoice date)ordinary course of business; 13. entered into any compromise or settlement of any Legal Proceeding or any investigation by any Governmental Body, in each case with respect to the Business; 14. failed: (Am) to comply with all applicable Laws (including Environmental Permits) in any material respect; (B) to meet all Environmental Requirements; or (C) to hold and maintain in good standing all material Permits (including Environmental Permits) necessary for the conduct of the Business and the ownership of its Purchased Assets; 15. made any filings or registrations with any Governmental Body with respect to the Business, except routine filings and registrations made in the Ordinary Course; 16. written up or down (or failed to write up or down) the value of any Purchased Assets, except in the Ordinary Courseordinary course of business consistent with past practices and levels, in accordance with GAAP consistently applied; 17. introduced any material or as would not have a Material Adverse Effect, changed, nor has there been a change with respect to the Business, including with respect to the products or services it sellsin, the areas in which such products Acquired Assets, Assumed Liabilities or services are soldthe business prospects, its methods condition (financial or otherwise) or results of manufacturing or distributing its products, the levels of Inventory, equipment, or revenue-earning property that it maintains, its marketing techniques, or its accounting methods; 18. adopted, amended, modified or terminated any Employee Benefit Plan applicable to employees operations of the Business; or 19. entered into any agreements (n) committed or commitments agreed to do or perform in the future any actions referred to in this Section 2.8 (or disclosed an intent to do so), or taken or omitted to take any action that would be required to be disclosed in any section of the Disclosure Scheduleforegoing (other than as specifically required by this Agreement).

Absence of Certain Developments. Except as set forth in Section 2.8 on the “Absence of the Disclosure Certain Developments Schedule” attached hereto as Schedule (arranged in subsections corresponding to the subsections set forth below)3.7, since the date of the Latest Balance Sheet DateSheet, Seller the Company has conducted the Business not: (a) borrowed or agreed to borrow any money in excess of $150,000; (b) discharged or satisfied, or agreed to discharge or satisfy, any material Lien or paid any material Liability, other than current Liabilities paid in the Ordinary Course and: i. there has not been a Seller Material Adverse Changeof Business or Closing Date Indebtedness; ii. there has not been (c) mortgaged, pledged or subjected to any damageLien any portion of its Assets, destruction or loss, whether or not covered by insurance, with respect to the property and assets of Seller used in the Business of more than $25,000 except for any single loss or $125,000 the aggregate for any related losses, or any failure to maintain insurance policies unmodified and without interruption; and iii. Seller has not: 1. failed to maintain its assets used in the Business in the same condition as on the Balance Sheet Date (ordinary wear and tear excluded)Permitted Liens; 2. made any change in the rate(d) sold, timing, vesting, assigned or funding of compensation, commission, bonus, or other direct or indirect remuneration payable or paidtransferred, or agreed to sell, assign or orally promised to pay, conditionally or otherwisetransfer, any bonus, incentive, retention, or other compensation, retirement, welfare, fringe or severance benefit, or vacation pay, to or in respect of any manager, officer, employee, distributor, or agent of Seller involved in the Business, other than increases its Assets except in the Ordinary Course in the base wages of Business or salaries of employees of Seller other than officers canceled without fair consideration any material debts or managers claims owing to or as required held by any employment Contractit; 3. hired (e) sold, assigned, transferred, abandoned or terminated permitted to lapse any material patents, trademarks, trade names, copyrights, trade secrets or other intangible assets; (f) made or granted, or agreed to make or grant, any bonus or any wage or salary increase to any employee or engaged group of employees with an individual salary of each such employee in excess of $150,000 per year, except for bonuses included in Closing Date Indebtedness to be paid at Closing; (g) made, or terminated agreed to make, any independent contractor involved (x) capital expenditures or capital commitments in excess of $150,000, in the Business aggregate, or (y) additions to property, plant and equipment used in its operations other than in the Ordinary Courseordinary repairs and maintenance; 4. Breached or waived any Breach or any material right with respect to any Included Contract; 5. canceled, written off(h) made, or compromised agreed to make, any debt loans or claim or amended, canceled, terminated, relinquished, waivedadvances to, or released guarantees for the benefit of, any Included Contract or rightPerson, except in the Ordinary Course and whichof Business; (i) suffered any damage, destruction or casualty loss to any material Assets; (j) made, or agreed to make any change in any method of accounting or accounting practice of the aggregateCompany; (k) materially adopted or amended any Employee Benefit Plan; (l) instituted or been the subject of any pending or threatened action, are not claim, complaint, proceeding, suit or investigation that is or was material to Sellerthe Company; 6. modified its pricing and purchasing policies and levels with respect to the Business, or entered into, amended, renewed, terminated, or permitted to lapse any Included Contract or transaction with any of its Affiliates, or paid to or received from any Affiliate of Seller any amount; 7. (m) entered into any prepaid transactions outside material agreement to settle any pending or threatened claim in any jurisdiction; (n) defaulted on any obligation having a value in excess of the Ordinary Course $150,000; (o) declared, paid, or set aside for payment any dividend or other distribution in respect of shares of its membership interests or other securities, or redeemed, purchased or otherwise accelerated revenue recognition acquired, directly or the sales for periods prior to the Closing with respect to in the Businessindirectly, any membership interests or other securities; 8. changed its policies (p) incurred any obligation or practices with respect to liability for the payment of accounts payable or other current liabilities or the collection of accounts receivable (including any acceleration or delay or deferral of the payment or collection thereof) or failed to maintain the level and quality of its Inventory, in each case with respect to the Business; 9. amended any of its Governing Documents, or failed to maintain its existence as a limited liability company; 10. adopted any plan of merger, consolidation, reorganization, liquidation, or dissolution, or filed a petition in bankruptcy under any provisions of federal or state bankruptcy Law, or consented to the filing of any bankruptcy petition against it under any similar Law; 11. engaged in any transaction or provided any consideration relating to the release, modification, or diminution of any guarantee, Surety Bond, or other obligation of Seller or any Affiliate thereof with respect to in the Business; 12. failed to pay any of its Liabilities when due (other than vendor liabilities which are paid in the Ordinary Course within 45 to 70 days from invoice date); 13. entered into any compromise or settlement of any Legal Proceeding or any investigation by any Governmental Body, in each case with respect to the Business; 14. failed: (A) to comply with all applicable Laws (including Environmental Permits) in any material respect; (B) to meet all Environmental Requirements; or (C) to hold and maintain in good standing all material Permits (including Environmental Permits) necessary for the conduct of the Business and the ownership of its Purchased Assets; 15. made any filings or registrations with any Governmental Body with respect to the Business, except routine filings and registrations made in the Ordinary Course; 16. written up or down (or failed to write up or down) the value of any Purchased Assetsseverance benefits, except in the Ordinary Course, in accordance with GAAP consistently applied; 17. introduced any material change with respect to the Business, including with respect to the products or services it sells, the areas in which such products or services are sold, its methods Course of manufacturing or distributing its products, the levels of Inventory, equipment, or revenue-earning property that it maintains, its marketing techniques, or its accounting methods; 18. adopted, amended, modified or terminated any Employee Benefit Plan applicable to employees of the Business; or 19. (i) entered into any agreements agreement or commitments made any commitment to do or perform in the future any actions referred to in this Section 2.8 (or disclosed an intent to do so), or taken or omitted to take any action that would be required to be disclosed in any section of the Disclosure Scheduleforegoing.

Absence of Certain Developments. Except as set forth on the attached Schedule 2.10, since December 31, 2010, the Company has not: (a) entered into, amended or terminated any Material Contract, entered into any other material transaction, except in Section 2.8 the ordinary course of business consistent with past practice; (b) (i) acquired (by merger, consolidation, acquisition of stock or assets or otherwise) or organized any Person or (ii) acquired any rights, assets or properties other than in the ordinary course of business consistent with past practice; (c) sold, assigned, transferred, leased or licensed any of its material tangible assets, except in the ordinary course of business consistent with past practice; (d) sold, assigned, transferred, leased, licensed or otherwise encumbered any Company Intellectual Property Right (other than by granting non-exclusive licenses of Company Intellectual Property Rights to customers pursuant to written agreements in connection with the sale of products or the provision of services in the ordinary course of business consistent with past practice); (e) disclosed any Confidential Information to any Person except on terms requiring that Person to maintain the confidentiality of, and preserving all rights of the Disclosure Schedule Company in, such Confidential Information; (arranged f) taken or failed to take any action that could reasonably be expected to result in subsections corresponding the loss, lapse or abandonment of any Company Intellectual Property Right or Confidential Information; (g) mortgaged or encumbered or permitted any of its assets to become subject to any Liens, other than Permitted Liens; (h) made or granted any bonus or any compensation or salary increase to any former or current employee or group of former or current employees (except in the subsections set forth belowordinary course of business consistent with past practice), since the Balance Sheet Dateor made or granted any increase in any employee benefit plan or arrangement, Seller has conducted the Business or amended or terminated any existing employee benefit plan or arrangement or employment or severance agreement or adopted any new employee benefit plan or arrangement or employment or severance agreement (except in the Ordinary Course and: i. there has not been a Seller Material Adverse Changeordinary course of business consistent with past practice); ii. there has not been (i) suffered any material damage, destruction or loss, whether or not covered by insurance, other casualty loss with respect to material property owned by the property and assets of Seller used in the Business of more than $25,000 for any single loss or $125,000 the aggregate for any related losses, or any failure to maintain insurance policies unmodified and without interruption; and iii. Seller has not: 1. failed to maintain its assets used in the Business in the same condition as on the Balance Sheet Date (ordinary wear and tear excluded); 2. made any change in the rate, timing, vesting, or funding of compensation, commission, bonus, or other direct or indirect remuneration payable or paid, or agreed or orally promised to pay, conditionally or otherwise, any bonus, incentive, retention, or other compensation, retirement, welfare, fringe or severance benefit, or vacation pay, to or in respect of any manager, officer, employee, distributor, or agent of Seller involved in the Business, other than increases in the Ordinary Course in the base wages or salaries of employees of Seller other than officers or managers or as required by any employment Contract; 3. hired or terminated any employee or engaged or terminated any independent contractor involved in the Business other than in the Ordinary Course; 4. Breached Company or waived any Breach or any rights of material right with respect to any Included Contractvalue; 5. canceled(j) incurred, written off, authorized or compromised committed to make any debt capital expenditure (or claim or amended, canceled, terminated, relinquished, waived, or released any Included Contract or rightseries of related capital expenditures) that exceeds $10,000 in the aggregate, except in the Ordinary Course and which, in the aggregate, are not material to Sellerordinary course of business consistent with past practice; 6. modified its pricing and purchasing policies and levels with respect to (k) accelerated the Businesscollection of accounts receivable, delayed the purchase of supplies, delayed capital expenditures, repairs or maintenance, or entered into, amended, renewed, terminated, or permitted to lapse any Included Contract or transaction with any of its Affiliates, or paid to or received from any Affiliate of Seller any amount; 7. entered into any prepaid transactions outside of the Ordinary Course or otherwise accelerated revenue recognition or the sales for periods prior to the Closing with respect to in the Business; 8. changed its policies or practices with respect to the delayed payment of accounts payable or other current liabilities or the collection of accounts receivable accrued expenses; (including l) taken any acceleration or delay or deferral of the payment or collection thereof) action or failed to maintain take any action that has had, or could reasonably be expected to have, the level and quality effect of its Inventory, in each case with respect accelerating to pre-Closing periods sales to customers or others that would otherwise be expected to occur after the BusinessClosing; 9. amended any of (m) (i) changed its Governing Documentsaccounting policies or cash management practices, or failed (ii) canceled any material debts owed to maintain its existence as a limited liability companyit or claims held by it; 10. adopted (i) made or changed any plan Tax election or changed any method of mergertax accounting, consolidation(ii) settled or compromised any federal, reorganizationstate, liquidationlocal or foreign Tax liability or assessment, (iii) filed any amended Tax return, (iv) entered into any closing agreement relating to any Tax, (v) agreed to an extension or dissolutionwaiver of a statute of limitations period applicable to any Tax claim or assessment, (vi) surrendered any right to claim a Tax refund or filed a petition in bankruptcy under (vii) taken any provisions of federal or state bankruptcy Law, or consented other similar action relating to the filing of any bankruptcy petition against it under Tax Return or the payment of any similar LawTax; 11. engaged (o) failed to maintain in full force and effect any transaction insurance policy in effect, except for any policy replaced by a new or provided any consideration relating to the release, modification, or diminution successor policy of any guarantee, Surety Bond, or other obligation of Seller or any Affiliate thereof with respect to in the Businesssubstantially similar coverage; 12. (p) terminated, amended, failed to pay any of its Liabilities when due (other than vendor liabilities which are paid in the Ordinary Course within 45 to 70 days from invoice date); 13. entered into any compromise renew or settlement of any Legal Proceeding or any investigation by any Governmental Body, in each case with respect to the Business; 14. failed: (A) to comply with all applicable Laws (including Environmental Permits) in any material respect; (B) to meet all Environmental Requirements; or (C) to hold and maintain in good standing all material Permits (including Environmental Permits) necessary for the conduct of the Business and the ownership of its Purchased Assets; 15. made any filings or registrations with any Governmental Body with respect to the Business, except routine filings and registrations made in the Ordinary Course; 16. written up or down (preserve or failed to write up maintain in full force and effect any (i) material permit or down(ii) the value of registration or application for any Purchased AssetsIntellectual Property Rights, except for amendments completed in the Ordinary Course, in accordance ordinary course of business consistent with GAAP consistently applied; 17. introduced any material change with respect to the Business, including with respect to the products or services it sells, the areas in which such products or services are sold, its methods of manufacturing or distributing its products, the levels of Inventory, equipment, or revenue-earning property that it maintains, its marketing techniques, or its accounting methods; 18. adopted, amended, modified or terminated any Employee Benefit Plan applicable to employees of the Businesspast practice; or 19. entered into any agreements (q) agreed, whether orally or commitments in writing, to do or perform in the future any actions referred to in this Section 2.8 (or disclosed an intent to do so), or taken or omitted to take any action that would be required to be disclosed in any section of the Disclosure Scheduleforegoing.

Absence of Certain Developments. Except as set forth in Section 2.8 of the Disclosure Schedule (arranged in under the caption referencing the specific subsections corresponding of this Section 4.08, and except for the solicitation and negotiation of a transaction to dispose of the subsections set forth below)Business and the transactions contemplated by this Agreement, since the Unaudited Balance Sheet DateDate through the date hereof, Seller has and each Seller Entity have conducted the Business only in the Ordinary Course andordinary course of business consistent with past practice and have not, on behalf of, in connection with or relating to the Business or the Business Assets: i. there has not been a Seller (a) suffered or otherwise incurred or experienced any Material Adverse ChangeEffect; ii. there has not been (b) delayed or postponed or accelerated the payment of accounts payable and other liabilities other than in the ordinary course of business; (c) sold, assigned, pledged, encumbered, transferred or granted (including, without limitation, transfers to any employees, affiliates or shareholders) any licenses, patents, trademarks, trade names, copyrights, trade secrets or other intangible assets; (d) suffered any theft, damage, destruction or lossloss of or to any property or properties owned or used by it, whether or not covered by insurance, with respect to the property and assets of Seller used that would have, individually or in the Business of more than $25,000 for aggregate, a Material Adverse Effect; (e) entered into or modified any single loss employment, severance or $125,000 the aggregate for similar agreements or arrangements with or granted any related lossesbonuses, salary or benefits increases, severance or termination pay to, any officer or employee, or any failure to maintain insurance policies unmodified and without interruption; and iii. Seller has not: 1. failed to maintain its assets used in consultant outside the Business in the same condition as on the Balance Sheet Date (ordinary wear and tear excluded)course of business consistent with past practice; 2. (f) adopted or amended any bonus, profit sharing, compensation, stock option, pension, retirement, deferred compensation, employment or other employee benefit plan, trust, fund or group arrangement for the benefit or welfare of any employees, officer, director or affiliate; (g) made any capital expenditure or commitment therefore in excess of $250,000; (h) acquired (by merger, exchange, consolidation, acquisition of stock or assets or otherwise) any corporation, partnership, limited liability company, joint venture or other business organization or division or material assets thereof; (i) made any change in accounting principles or practices from those utilized in the ratepreparation of the Audited Financial Statements or the Unaudited Business Financial Statements; (j) sold, timingpledged, vesting, encumbered or funding otherwise burdened any shares of compensation, commission, bonus, or other direct or indirect remuneration payable or paid, or agreed or orally promised to pay, conditionally or otherwise, any bonus, incentive, retention, or other compensation, retirement, welfare, fringe or severance benefit, or vacation pay, to or in respect capital stock of any manager, officer, employee, distributor, or agent of Seller involved in the Business, other than increases in the Ordinary Course in the base wages or salaries of employees of Seller other than officers or managers or as required by any employment ContractEntity; 3. hired (k) taken any action or terminated any employee or engaged or terminated any independent contractor involved in the Business other than in the Ordinary Course; 4. Breached or waived any Breach or any material right with respect to any Included Contract; 5. canceled, written off, or compromised any debt or claim or amended, canceled, terminated, relinquished, waived, or released any Included Contract or right, except in the Ordinary Course and which, in the aggregate, are not material to Seller; 6. modified its pricing and purchasing policies and levels with respect to the Business, or entered into, amended, renewed, terminated, or permitted to lapse any Included Contract or transaction with any of its Affiliates, or paid to or received from any Affiliate of Seller any amount; 7. entered into any prepaid transactions outside of the Ordinary Course or otherwise accelerated revenue recognition or the sales for periods prior agreement not described in subsections (a) through (j) above that is material to the Closing with respect to in the Business; 8. changed its policies or practices with respect to the payment of accounts payable or other current liabilities or the collection of accounts receivable (including any acceleration or delay or deferral of the payment or collection thereof) or failed to maintain the level and quality of its Inventory, in each case with respect to the Business; 9. amended any of its Governing Documents, or failed to maintain its existence as a limited liability company; 10. adopted any plan of merger, consolidation, reorganization, liquidation, or dissolution, or filed a petition in bankruptcy under any provisions of federal or state bankruptcy Law, or consented to the filing of any bankruptcy petition against it under any similar Law; 11. engaged in any transaction or provided any consideration relating to the release, modification, or diminution of any guarantee, Surety Bond, or other obligation of Seller or any Affiliate thereof with respect to in the Business; 12. failed to pay any of its Liabilities when due (other than vendor liabilities which are paid in the Ordinary Course within 45 to 70 days from invoice date); 13. entered into any compromise or settlement of any Legal Proceeding or any investigation by any Governmental Body, in each case with respect to the Business; 14. failed: (A) to comply with all applicable Laws (including Environmental Permits) in any material respect; (B) to meet all Environmental Requirements; or (C) to hold and maintain in good standing all material Permits (including Environmental Permits) necessary for the conduct of the Business and the ownership of its Purchased Assets; 15. made any filings or registrations with any Governmental Body with respect to the Business, except routine filings and registrations made in the Ordinary Course; 16. written up or down (or failed to write up or down) the value of any Purchased Assets, except in the Ordinary Course, in accordance with GAAP consistently applied; 17. introduced any material change with respect to the Business, including with respect to the products or services it sells, the areas in which such products or services are sold, its methods of manufacturing or distributing its products, the levels of Inventory, equipment, or revenue-earning property that it maintains, its marketing techniques, or its accounting methods; 18. adopted, amended, modified or terminated any Employee Benefit Plan applicable to employees of the BusinessSeller Entity; or 19. entered into any agreements (l) agreed or commitments committed, whether orally or in writing, to do or perform in the future any actions referred to in this Section 2.8 (or disclosed an intent to do so), or taken or omitted to take any action that would be required to be disclosed in any section of the Disclosure Scheduleforegoing.

Absence of Certain Developments. Except as set forth on Schedule 4.9, the Company has since January 1, 2021, (i) conducted its business only in Section 2.8 the ordinary course of business consistent with past custom and practice and (ii) used its reasonable efforts to maintain the Disclosure Schedule business, employees, customers, assets and operations as an ongoing concern in accordance with past practice. Without limiting the foregoing, since January 1, 2021 through the date hereof, the Company has not: (arranged in subsections corresponding a) sold, assigned, leased, licensed or otherwise disposed of any of its fixed assets or real properties, or mortgaged, pledged or subjected its assets to any Lien, except for Permitted Liens, or cancelled without fair consideration any debts or claims owing to or held by it; (b) sold, assigned, leased, licensed, transferred, abandoned or permitted to lapse any Government Licenses or any Proprietary Rights that are material to the subsections set forth belowBusiness, except for non-exclusive licenses to end-user customers or incidental to the sale, lease or purchase of products or services granted in the ordinary course of business consistent with past practice; (c) other than in the ordinary course of business or as required under the terms of a Plan or applicable Law, (i) awarded or paid any bonuses or commissions to any employee, officer, manager, or member (or other equivalent Person), since (ii) entered into any employment, deferred compensation, severance or similar agreement (or materially amended any such agreement) or agreed to increase the Balance Sheet Datecompensation payable or to become payable by it to any employee, Seller has officer, manager, or member (or other equivalent Person), (iii) increased or agreed to increase the compensation payable or to become payable by it to any current or former manager, member (or other equivalent Person), officer, employee or consultant, (iv) increased or agreed to increase, amend or terminate in any material respect 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, including any Plan, payment or arrangement made to, for or with such current or former manager, member (or other equivalent Person), officer, employee or consultant (or other equivalent Person), as applicable, (v) made any other change in employment terms for any employee, officer, manager, or member (or other equivalent Person), or (vi) amended or renegotiated any existing collective bargaining agreement, entered into any new collective bargaining agreement or Multiemployer Plan or conducted its cash management customs and practices (including the Business collection of receivables, payment of payables, maintenance of inventory control and pricing and credit practices) other than in the Ordinary Course and: i. there has not been a Seller Material Adverse Changeusual and ordinary course of business consistent with past custom and practice; ii. there has not been (d) made any damagecapital expenditures or commitments in excess of $20,000, other than computers and related equipment purchased in connection with the Business; (e) made any loans or advances to, or Guarantees for the benefit of, or entered into any transaction with any Insider, except for the transactions contemplated by this Agreement and for advances consistent with past custom and practice made to employees, officers and managers (or other equivalent Person) for travel expenses incurred in the ordinary course of business; (f) suffered any destruction or losscasualty loss or waived any rights related thereto of material value, whether or not covered by insuranceinsurance and whether or not in the ordinary course of business or consistent with past custom and practice; (g) recorded any sales revenues pursuant to transactions in which the purchaser of such products or services, at a future date has the right to elect early termination of such services and receive a refund of service fees paid, as applicable, or has the right to return such products at a future date; (h) issued or sold or agreed to issue or sell any notes, bonds or other debt securities or any equity securities or any securities convertible, exchangeable or exercisable into any equity securities; (i) created, incurred, assumed or guaranteed any Indebtedness; (j) declared, set aside or paid any dividend or distribution of cash or other property to any member with respect to Equity Interests or purchased, redeemed or otherwise acquired any Equity Interests or any warrants, options or other rights to acquire its Equity Interests, or made any other payments to any member or holder of Equity Interests of the property and assets of Seller used in the Business of more than $25,000 for Company; (k) made any single loss or $125,000 the aggregate for capital investment in, any related lossesloan to, or any failure acquisition of the securities or assets of any other Person (other than acquisitions of inventory in the ordinary course) or taken any steps to maintain insurance policies unmodified and without interruption; andincorporate or form any subsidiary; iii. Seller has not:(l) amended or authorized the amendment of the Organizational Documents of the Company; 1. (m) other than expressly included in the audited Year End Financial Statements, made any change (or made a request to any Governmental Entity for a change) in accounting or Tax reporting principles, methods or policies; (n) failed to maintain its assets used promptly pay invoices for services rendered to the Company when due except where disputed in good faith by appropriate proceedings involving amounts of less than $20,000 individually or in the Business aggregate; (1) made, changed or revoked any Tax election, (2) prepared or filed any amended Tax Return or prepared any Tax Return in a manner inconsistent with past practice, (3) settled or compromised any Tax Proceeding or Liability, (4) surrendered any claim for refund, (5) entered into any Tax Sharing Agreement, (6) entered into any “closing agreement” as described in Section 7121 of the same condition as on Code (or any corresponding or similar provision of state, local, non-U.S. or other Law), (7) consented to any extension or waiver of the Balance Sheet Date limitation period applicable to any claim or assessment in respect of Taxes, or (8) incurred any liability for Taxes outside the ordinary wear and tear excludedcourse of business consistent with past practice or failed to timely file any Tax Return (taking into account applicable extensions); 2. (1) made any change in the rateprices or terms of distribution of the products or services, timing(2) made any change to its pricing, vestingdiscount, allowance or funding of compensationreturn policies, commission, bonus, or other direct or indirect remuneration payable or paid, or agreed or orally promised to pay, conditionally or otherwise, any bonus, incentive, retention, or other compensation, retirement, welfare, fringe or severance benefit, or vacation pay, to or in respect of any manager, officer, employee, distributor, or agent of Seller involved in the Business, other than increases in the Ordinary Course in the base wages or salaries of employees of Seller other than officers or managers or as required by any employment Contract; (3. hired or terminated any employee or engaged or terminated any independent contractor involved in the Business ) other than in the Ordinary Courseordinary course of business consistent with past practice, granted any pricing, discount, allowance or return terms for any customer or supplier, including by modifying the manner in which the Company licenses or otherwise distributes its products, including making any change in the proportion of fully paid-up and subscription-based licenses granted to customers, or (4) decreased the amount of any maintenance, subscription or support renewal fees due to from the amount of such maintenance, subscription or support renewal fee payable during the preceding twelve-month period; 4. Breached (q) instituted or waived settled any Breach Proceeding; or (r) agreed, committed, arranged or any material right with respect to any Included Contract; 5. canceled, written off, or compromised any debt or claim or amended, canceled, terminated, relinquished, waived, or released any Included Contract or right, except in the Ordinary Course and which, in the aggregate, are not material to Seller; 6. modified its pricing and purchasing policies and levels with respect to the Business, or entered into, amended, renewed, terminated, or permitted to lapse any Included Contract or transaction with any of its Affiliates, or paid to or received from any Affiliate of Seller any amount; 7. entered into any prepaid transactions outside of the Ordinary Course or otherwise accelerated revenue recognition or the sales for periods prior to the Closing with respect to in the Business; 8. changed its policies or practices with respect to the payment of accounts payable or other current liabilities or the collection of accounts receivable (including any acceleration or delay or deferral of the payment or collection thereof) or failed to maintain the level and quality of its Inventory, in each case with respect to the Business; 9. amended any of its Governing Documents, or failed to maintain its existence as a limited liability company; 10. adopted any plan of merger, consolidation, reorganization, liquidation, or dissolution, or filed a petition in bankruptcy under any provisions of federal or state bankruptcy Law, or consented to the filing of any bankruptcy petition against it under any similar Law; 11. engaged in any transaction or provided any consideration relating to the release, modification, or diminution of any guarantee, Surety Bond, or other obligation of Seller or any Affiliate thereof with respect to in the Business; 12. failed to pay any of its Liabilities when due (other than vendor liabilities which are paid in the Ordinary Course within 45 to 70 days from invoice date); 13. entered into any compromise or settlement of any Legal Proceeding or any investigation by any Governmental Body, in each case with respect to the Business; 14. failed: (A) to comply with all applicable Laws (including Environmental Permits) in any material respect; (B) to meet all Environmental Requirements; or (C) to hold and maintain in good standing all material Permits (including Environmental Permits) necessary for the conduct of the Business and the ownership of its Purchased Assets; 15. made any filings or registrations with any Governmental Body with respect to the Business, except routine filings and registrations made in the Ordinary Course; 16. written up or down (or failed to write up or down) the value of any Purchased Assets, except in the Ordinary Course, in accordance with GAAP consistently applied; 17. introduced any material change with respect to the Business, including with respect to the products or services it sells, the areas in which such products or services are sold, its methods of manufacturing or distributing its products, the levels of Inventory, equipment, or revenue-earning property that it maintains, its marketing techniques, or its accounting methods; 18. adopted, amended, modified or terminated any Employee Benefit Plan applicable to employees of the Business; or 19. entered into any agreements or commitments understanding to do or perform in the future any actions referred to anything set forth in this Section 2.8 (or disclosed an intent to do so), or taken or omitted to take any action that would be required to be disclosed in any section of the Disclosure Schedule4.9.

Absence of Certain Developments. Except as otherwise contemplated by this Agreement or as set forth in Section 2.8 3(i) of the Disclosure Schedule (arranged in subsections corresponding to the subsections set forth below)Schedule, since the Balance Sheet DateMost Recent Financial Statements, Seller the Company has conducted the Business been operated in the Ordinary Course andof Business and the Company has not: i. there has not been a Seller Material Adverse Change(i) borrowed any material amount or incurred any material liabilities affecting the Purchased Assets; (ii. there has not been ) mortgaged, pledged or subjected to any Lien, any Purchased Assets, except for Permitted Liens; (iii) sold, assigned, transferred or to the Company’s knowledge permitted the lapse of any right relating to any of the Purchased Assets; (iv) made any capital expenditures or commitments therefor in excess of $25,000 in the aggregate or failed to make any material budgeted capital expense concerning the Purchased Assets; (v) suffered any theft, damage, destruction or loss, whether or casualty loss to the Purchased Assets in excess of $5,000 not covered by insurance, with respect to the property and assets of Seller used ; (vi) granted any increase in the Business of more than $25,000 for any single loss salaries, compensation or $125,000 the aggregate for any related losses, or any failure to maintain insurance policies unmodified and without interruption; and iii. Seller has not: 1. failed to maintain its assets used in the Business in the same condition as on the Balance Sheet Date (ordinary wear and tear excluded); 2. made any change in the rate, timing, vesting, or funding of compensation, commission, bonus, or other direct or indirect remuneration payable or paid, or agreed or orally promised to pay, conditionally or otherwise, any bonus, incentive, retention, or other compensation, retirement, welfare, fringe or severance benefit, or vacation pay, to or in respect benefits of any manager, officer, employee, distributor, or agent of Seller involved in the Business, other than its employees except increases in the Ordinary Course in the base wages or salaries of employees of Seller other than officers or managers or as required by any employment ContractBusiness; 3. hired (vii) acquired any capital stock, equity interests or terminated assets of any employee or engaged or terminated any independent contractor involved in the Business other than Person except assets acquired in the Ordinary CourseCourse of Business; 4. Breached (viii) made any change in its accounting principles or waived any Breach or any material right with respect to any Included Contract; 5. canceledTax elections, written off, up or compromised written down any debt or claim or amended, canceled, terminated, relinquished, waived, or released any Included Contract or right, inventory (except in the Ordinary Course and whichof Business), or materially increased or decreased any accounting reserves, except as set forth in Section 3(i) of the aggregate, are not material to SellerDisclosure Schedule; 6. modified its pricing and purchasing policies and levels with respect to (ix) amended the Businessarticles of formation, operating agreement, bylaws, or entered into, amended, renewed, terminated, or permitted to lapse any Included Contract or transaction with any other similar organizational documents of its Affiliates, or paid to or received from any Affiliate of Seller any amountthe Company; 7. entered into any prepaid transactions outside of the Ordinary Course or otherwise accelerated revenue recognition or the sales for periods prior to the Closing with respect to in the Business; 8. changed its policies or practices with respect to the payment of accounts payable or other current liabilities or the collection of accounts receivable (including any acceleration or delay or deferral of the payment or collection thereofx) or failed to maintain the level and quality of its Inventory, in each case with respect to the Business; 9. amended any of its Governing Documents, or failed to maintain its existence as adopted a limited liability company; 10. adopted any plan of complete or partial liquidation or authorized any liquidation, dissolution, merger, consolidation, reorganizationrestructuring, liquidationrecapitalization or other similar transaction; (xi) enter into any lease of personal property or any renewals of the existing leases that are being assumed by Buyer involving a term of more than one year or rental obligation exceeding $10,000 per year in any single case, or dissolution, or filed a petition in bankruptcy under any provisions of federal or state bankruptcy Law, or consented to the filing of any bankruptcy petition against it under any similar Law; 11. engaged in any transaction or provided any consideration relating to the release, modification, or diminution of any guarantee, Surety Bond, or other obligation of Seller or any Affiliate thereof with respect to exceeding $25,000 per year in the aggregate in all such cases, outside the Ordinary Course of Business; 12. failed to pay (xii) taken any of its Liabilities when due (other than vendor liabilities which are paid in the Ordinary Course within 45 to 70 days from invoice date); 13. entered into any compromise or settlement of any Legal Proceeding or any investigation by any Governmental Body, in each case with respect to the Business; 14. failed: (A) to comply with all applicable Laws (including Environmental Permits) in any material respect; (B) to meet all Environmental Requirements; or (C) to hold and maintain in good standing all material Permits (including Environmental Permits) necessary for the conduct of the Business and the ownership of its Purchased Assets; 15. made any filings or registrations with any Governmental Body with respect to the Business, except routine filings and registrations made in the Ordinary Course; 16. written up or down (action or failed to write up or down) the value of any Purchased Assets, except in the Ordinary Course, in accordance with GAAP consistently applied; 17. introduced any material change with respect to the Business, including with respect to the products or services it sells, the areas in which such products or services are sold, its methods of manufacturing or distributing its products, the levels of Inventory, equipment, or revenue-earning property that it maintains, its marketing techniques, or its accounting methods; 18. adopted, amended, modified or terminated any Employee Benefit Plan applicable to employees of the Business; or 19. entered into any agreements or commitments to do or perform in the future any actions referred to in this Section 2.8 (or disclosed an intent to do so), or taken or omitted to take any action that would be required to be disclosed results in the creation of any section Lien over the Purchased Assets; (xiii) waive, release or cancel any material claims against any customers; or (xiv) experienced any current customer warranty claims in excess of the Disclosure Schedule$500, other than as scheduled herein.

Absence of Certain Developments. Except as set forth in Section 2.8 of the Disclosure on Schedule (arranged in subsections corresponding to the subsections set forth below)3.8, since the Balance Sheet Date, Seller the Company has conducted the Business its business only in the Ordinary Course andordinary course consistent with past practice in all material respects and except for general industry and economic conditions and transactions expressly contemplated by this Agreement, there has been: i. there has not been a Seller Material Adverse Change; ii. there has not been any damage, destruction (a) no occurrence or loss, whether or not covered by insurance, with respect to the property and assets of Seller used in the Business of more than $25,000 for any single loss or $125,000 the aggregate for any related losses, or any failure to maintain insurance policies unmodified and without interruption; and iii. Seller has not: 1. failed to maintain its assets used in the Business in the same condition as on the Balance Sheet Date (ordinary wear and tear excluded); 2. made any change in the rate, timing, vesting, or funding of compensation, commission, bonus, or other direct or indirect remuneration payable or paid, or agreed or orally promised to pay, conditionally or otherwise, any bonus, incentive, retention, or other compensation, retirement, welfare, fringe or severance benefit, or vacation pay, to or in respect of any manager, officer, employee, distributor, or agent of Seller involved in the Business, other than increases in the Ordinary Course in the base wages or salaries of employees of Seller other than officers or managers or as required by any employment Contract; 3. hired or terminated any employee or engaged or terminated any independent contractor involved in the Business other than in the Ordinary Course; 4. Breached or waived any Breach or any material right with respect to any Included Contract; 5. canceled, written off, or compromised any debt or claim or amended, canceled, terminated, relinquished, waived, or released any Included Contract or right, except in the Ordinary Course and event which, in the aggregate, are not material has or would be reasonably expected to Sellerhave a Material Adverse Effect on the Company; 6. modified its pricing (b) no declaration, setting aside or payment of any non-cash dividend or other non-cash distribution with respect to, or any direct or indirect redemption or acquisition of, any of the shares of the Company; (c) no waiver of any material right of the Company or cancellation of any material debt or claim held by the Company; (d) no increase in the compensation paid or payable or employee benefits provided to any officer, employee or agent of the Company other than in the ordinary course of business; (e) no material loss, destruction or damage to any property of the Company, whether or not insured; (f) no entry into or agreement to enter into a collective bargaining agreement or similar labour contract, no labour dispute involving the Company and purchasing policies no material change in the personnel of the Company or the terms and levels conditions of their employment, other than in the ordinary course of business; (g) no adoption, amendment or modification of any Employee Benefit Plan, except as required by Law or the terms of such Employee Benefit Plan, and no action to accelerate the vesting of, or payment of, any compensation or benefit under any Employee Benefit Plan or to fund or in any other way secure the payment of compensation or benefits under any Employee Benefit Plan; (h) no material acquisition or disposition or abandonment of any assets (or any contract or arrangement therefor) except in the ordinary course of business nor any other transaction by the Company otherwise than for fair value in the ordinary course of business, except between Affiliates of the Company; (i) no change in accounting methods or practices of the Company, except as required by Law or as disclosed in the notes to the Historical Financials; (j) no loss, or any material development that would reasonably be expected by the Company to result in a loss, of any significant supplier, customer, distributor or account of the Company (other than the completion in the ordinary course of business of specific projects for customers); (k) no termination of any material contract or agreement to which the Company is a party or by which it is bound; (l) no Encumbrance placed on any of the properties of the Company other than Permitted Encumbrances or in the ordinary course of business for equipment leased, consistent with past practices; (m) no payment or discharge of a material lien or material liability of the Company, other than in the ordinary course of business consistent with past practices, purchase money liens and liens for taxes not yet due and payable; (n) no contingent liability incurred by the Company as guarantor or otherwise with respect to the Business, obligations of others; (o) no obligation or entered into, amended, renewed, terminated, or permitted liability incurred by the Company to lapse any Included Contract or transaction with any of its Affiliatesofficers, directors, shareholders or employees, or paid any loans or advances made by the Company to any of its officers, directors, shareholders or received from any Affiliate employees, except compensation and expense allowances payable to officers, directors or employees in the ordinary course of Seller any amountbusiness; 7. entered (p) no new arrangements relating to any royalty or similar payment based on the revenues, profits or sales volume of the Company, whether as part of the terms of the shares in the Company’s capital or by any separate agreement (other than variable incentive compensation provided to new employees of the Company); (q) no amendment to the Company’s organizational documents other than as expressly contemplated by this Agreement; (r) no settlement or compromise of any material claim, written notice, audit report or assessment in respect of Taxes; no change in any annual Tax accounting period; no change of any method of Tax accounting; no entrance into any prepaid transactions outside of the Ordinary Course Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement or otherwise accelerated revenue recognition or the sales for periods prior to the Closing with respect to in the Business; 8. changed its policies or practices with respect to the payment of accounts payable or other current liabilities or the collection of accounts receivable (including any acceleration or delay or deferral of the payment or collection thereof) or failed to maintain the level and quality of its Inventoryclosing agreement, in each case with respect case, the primary subject matter of which is Tax; no surrender of any right to claim a material Tax refund; nor consent to any extension or waiver of the Business;statute of limitations period applicable to any Tax claim or assessment (excluding extensions pursuant to normal course extensions of time to file Tax Returns); and 9. amended (s) no commitment to do any of its Governing Documents, or failed to maintain its existence as a limited liability company; 10. adopted any plan of merger, consolidation, reorganization, liquidation, or dissolution, or filed a petition in bankruptcy under any provisions of federal or state bankruptcy Law, or consented to the filing of any bankruptcy petition against it under any similar Law; 11. engaged in any transaction or provided any consideration relating to the release, modification, or diminution of any guarantee, Surety Bond, or other obligation of Seller or any Affiliate thereof with respect to in the Business; 12. failed to pay any of its Liabilities when due (other than vendor liabilities which are paid in the Ordinary Course within 45 to 70 days from invoice date); 13. entered into any compromise or settlement of any Legal Proceeding or any investigation by any Governmental Body, in each case with respect to the Business; 14. failed: (A) to comply with all applicable Laws (including Environmental Permits) in any material respect; (B) to meet all Environmental Requirements; or (C) to hold and maintain in good standing all material Permits (including Environmental Permits) necessary for the conduct of the Business and the ownership of its Purchased Assets; 15. made any filings or registrations with any Governmental Body with respect to the Business, except routine filings and registrations made in the Ordinary Course; 16. written up or down (or failed to write up or down) the value of any Purchased Assets, except in the Ordinary Course, in accordance with GAAP consistently applied; 17. introduced any material change with respect to the Business, including with respect to the products or services it sells, the areas in which such products or services are sold, its methods of manufacturing or distributing its products, the levels of Inventory, equipment, or revenue-earning property that it maintains, its marketing techniques, or its accounting methods; 18. adopted, amended, modified or terminated any Employee Benefit Plan applicable to employees of the Business; or 19. entered into any agreements or commitments to do or perform in the future any actions referred to in this Section 2.8 (or disclosed an intent to do so), or taken or omitted to take any action that would be required to be disclosed in any section of the Disclosure Scheduleforegoing.

Absence of Certain Developments. Except as set forth in Section 2.8 of the Disclosure Schedule (arranged in subsections corresponding to the subsections set forth below)expressly contemplated by this Agreement, since the Balance Sheet Date, Seller has (i) Sellers have conducted the Business only in the Ordinary Course and: i. there has not been a Seller Material Adverse Change; of Business; (ii. ) there has not been any damageevent, destruction change, occurrence, or losscircumstance that, whether individually or not covered by insurance, with respect to the property and assets of Seller used in the Business of more than $25,000 for aggregate with any single loss or $125,000 the aggregate for any related lossessuch events, changes, occurrences, or any failure circumstances, has had or could reasonably be expected to maintain insurance policies unmodified have a Material Adverse Effect; and without interruption; and (iii. ) no Seller has nottaken any of the following actions: 1. failed to maintain (a) (i) increase the salary or other compensation of any manager, director, officer, consultant, or Employee of any Seller or any of its assets used Affiliates except for normal year-end increases in the Business in the same condition as on the Balance Sheet Date Ordinary Course of Business; (ordinary wear and tear excluded); 2. made ii) grant any change in the rateunusual or extraordinary bonus, timing, vesting, or funding of compensation, commission, bonusbenefit, or other direct or indirect remuneration payable or paidcompensation to any manager, director, officer, consultant, or agreed Employee of any Seller or orally promised to any of its Affiliates; (iii) increase the coverage or benefits available under any (or create any new) severance pay, conditionally termination pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus or otherwiseother incentive compensation, any bonusinsurance, incentive, retentionpension, or other employee benefit plan or arrangement made to, for, or with any of the managers, directors, officers, consultants, Employees, agents, or representatives of any Seller or any of its Affiliates or otherwise modify or amend or terminate any such plan or arrangement; or (iv) enter into any employment, deferred compensation, retirementseverance, welfarespecial pay, fringe or severance benefitconsulting, non-competition, or vacation paysimilar agreement or arrangement with any managers, to directors, officers, consultants, or in respect Employees of any managerSeller or any of its Affiliates (or amend any such agreement) to which any Seller or any of its Affiliates is a party; (b) (i) issue, officercreate, employeeincur, distributorassume, guarantee, endorse, or agent of Seller involved in the Businessotherwise become liable or responsible with respect to (whether directly, other than increases contingently, or otherwise) any Indebtedness; (ii) except in the Ordinary Course of Business, pay, repay, discharge, purchase, repurchase, or satisfy any Indebtedness issued or guaranteed by any Seller; (iii) modify the terms of any Indebtedness or other Liability; or (iv) make any loans, advances of capital contributions to, or investments in any other Person; (c) in each case to the base wages extent it could bind or salaries adversely affect Purchaser post Closing, (i) make, change, or revoke any Tax election, settle or compromise any Tax claim or liability, enter into a settlement or compromise, or change (or make a request to any taxing authority to change) any aspect of employees its method of Seller accounting for Tax purposes or (ii) prepare or file any Tax Return (or any amendment thereof) unless such Tax Return will have been prepared in a manner consistent with past practice and Sellers will have provided Purchaser a copy thereof (together with supporting papers) at least three (3) Business Days prior to the due date thereof for Purchaser to review and approve (such approval not to be unreasonably withheld, conditioned or delayed); (d) subject to any Lien or otherwise encumber or, except for Permitted Exceptions, permit, allow, or suffer to be encumbered any of the properties or assets (whether tangible or intangible) of or used by any Seller; (e) acquire any material properties or assets or sell, assign, license, transfer, convey, lease, or otherwise dispose of any of the Purchased Assets other than officers or managers or as required by any employment Contract; 3. hired or terminated any employee or engaged or terminated any independent contractor involved in the Business other than for fair consideration in the Ordinary CourseCourse of Business; 4. Breached (f) enter into or waived agree to enter into any Breach merger or consolidation with any material right with respect to corporation or other entity, engage in any Included Contractnew business or invest in, make a loan, advance, or capital contribution to, or otherwise acquire the securities of any other Person; 5. canceled(g) declare, written offset aside, make, or compromised pay any dividend or other distribution in respect of the capital stock or other securities of or other ownership interests in any Seller or repurchase, redeem, or otherwise acquire any outstanding equity interests or other securities or ownership interests in any Seller; (h) cancel or compromise any debt or claim or amended, canceled, terminated, relinquished, waived, waive or released release any Included Contract or right, material right of any Seller except in the Ordinary Course and which, in the aggregate, are not material to Seller; 6. modified its pricing and purchasing policies and levels with respect to the Business, or entered into, amended, renewed, terminated, or permitted to lapse any Included Contract or transaction with any of its Affiliates, or paid to or received from any Affiliate of Seller any amount; 7. entered into any prepaid transactions outside of the Ordinary Course or otherwise accelerated revenue recognition or the sales for periods prior to the Closing with respect to in the Business; 8. changed its policies or practices with respect to the payment of accounts payable or other current liabilities or the collection of accounts receivable (including any acceleration or delay or deferral of the payment or collection thereofi) or failed to maintain the level and quality of its Inventory, in each case with respect to the Business; 9. amended any of its Governing Documents, or failed to maintain its existence as a limited liability company; 10. adopted any plan of merger, consolidation, reorganization, liquidation, or dissolution, or filed a petition in bankruptcy under any provisions of federal or state bankruptcy Law, or consented to the filing of any bankruptcy petition against it under any similar Law; 11. engaged in any transaction or provided any consideration relating to the release, modification, or diminution of any guarantee, Surety Bond, or other obligation of Seller or any Affiliate thereof with respect to in the Business; 12. failed to pay any of its Liabilities when due (other than vendor liabilities which are paid in the Ordinary Course within 45 to 70 days from invoice date); 13. entered into any compromise or settlement of any Legal Proceeding or any investigation by any Governmental Body, in each case with respect to the Business; 14. failed: (A) to comply with all applicable Laws (including Environmental Permits) in any material respect; (B) to meet all Environmental Requirements; or (C) to hold and maintain in good standing all material Permits (including Environmental Permits) necessary for the conduct of the Business and the ownership of its Purchased Assets; 15. made any filings or registrations with any Governmental Body with respect to the Business, except routine filings and registrations made in the Ordinary Course; 16. written up or down (or failed to write up or down) the value of any Purchased Assets, except in the Ordinary Course, in accordance with GAAP consistently applied; 17. introduced introduce any material change with respect to the operation of the Business, including with respect to any material change in the type, nature, composition, or quality of products or services it sellsservices, or, other than in the areas Ordinary Course of Business, make any change in which product specifications or prices or terms of distributions of such products or services are soldchange its pricing, its methods of manufacturing or distributing its productsdiscount, the levels of Inventory, equipmentallowance, or revenue-earning property that it maintainsreturn policies or grant any pricing, its marketing techniquesdiscount, allowance, or its accounting methodsreturn terms for any customer or supplier not in accordance with such policies; 18. adopted(j) enter into any Contract, amendedunderstanding, modified or terminated any Employee Benefit Plan applicable to employees commitment that restrains, restricts, limits, or impedes the ability of the Business or Purchaser to compete with or conduct any business or line of business in any geographic area or solicit the employment of any persons; (k) terminate, amend, restate, supplement, abandon, or waive any rights under any (i) Material Contract, Real Property Lease, Personal Property Lease, or Intellectual Property License, other than in the Ordinary Course of Business or (ii) Permit; (l) change or modify its credit, collection, or payment policies, procedures, or practices, including acceleration of collections or receivables (whether or not past due) or fail to pay or delay payment of payables or other liabilities; (m) enter into any commitment for capital expenditures in excess of $10,000 for any individual commitment and $50,000 for all commitments in the aggregate; (n) amend the organizational documents of any Seller; (o) enter into any transaction or enter into, modify, or renew any Contract that by reason of its size, nature, or otherwise is not in the Ordinary Course of Business; or 19. entered into any agreements or commitments (p) agree to do or perform in anything (i) prohibited by this Section 5.7; (ii) that would make any of the future any actions referred to representations and warranties of the Selling Parties in this Section 2.8 Agreement or any of the Seller Documents untrue or incorrect in any material respect; or (or disclosed an intent to do so), or taken or omitted to take any action iii) that would be required reasonably expected to be disclosed in any section of the Disclosure Schedulehave a Material Adverse Effect.

Absence of Certain Developments. Except as set forth in Section 2.8 on Schedule 3.20 of the Disclosure Schedule (arranged in subsections corresponding to the subsections set forth below)Schedule, since the date of the Latest Balance Sheet DateSheet, Seller the Company has conducted the Business not (a) become subject to any Indebtedness, except current liabilities incurred in the Ordinary Course and:ordinary course of business and liabilities under contracts entered into in the ordinary course of business; i. (b) discharged or satisfied any Lien or paid any Indebtedness, other than current liabilities paid in the ordinary course of business; (c) declared or made any payment or distribution of cash or other property to its shareholders with respect to its capital stock, or purchased or redeemed any shares of its capital stock; (d) mortgaged, pledged or subjected to any Lien any of its material assets, except Liens for current property Taxes not yet due and payable; (e) sold, assigned or transferred any of its assets, except in the ordinary course of business, or canceled without fair consideration any debts or claims owing to or held by it; (f) sold, assigned, transferred, abandoned or permitted to lapse any licenses or permits or any portion thereof, or any Proprietary Rights or other intangible assets, or (except as necessary to conduct its ongoing operations) disclosed any proprietary confidential information to any Person; (g) made or granted any bonus or any wage or salary increase to any employee (except in the ordinary course of business consistent with past practice), former employee or retiree or group of employees, former employees or retirees 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; (h) made any capital expenditures or commitments therefor that aggregate in excess of $1,000,000; (i) made any loans or advances to any Persons (other than de minimis employee loans or advances not exceeding $5,000 in the aggregate to any employee); (j) suffered any material extraordinary losses or waived any rights of material value, whether or not in the ordinary course of business or consistent with past practice; (k) entered into any other material transaction including any employment agreement; (l) received notice that there has not been a Seller Material Adverse Changeloss of, or material order cancellation by, any customer of the Company; ii. there has not been (m) agreed to any change to a material contract arrangement by which the Company or its assets is bound or subject; (n) suffered any damage, destruction or loss, whether or not covered by insuranceinsurance materially affecting the business, with respect properties, prospects or financial condition of the Company; (o) suffered any other event or condition of any character that has materially and adversely affected or, to the property and assets of Seller used in the Business of more than $25,000 for any single loss or $125,000 the aggregate for any related losses, or any failure to maintain insurance policies unmodified and without interruption; and iii. Seller has not: 1. failed to maintain its assets used in the Business in the same condition as on the Balance Sheet Date (ordinary wear and tear excluded); 2. made any change in the rate, timing, vesting, or funding of compensation, commission, bonus, or other direct or indirect remuneration payable or paid, or agreed or orally promised to pay, conditionally or otherwise, any bonus, incentive, retention, or other compensation, retirement, welfare, fringe or severance benefit, or vacation pay, to or in respect of any manager, officer, employee, distributor, or agent of Seller involved in the Business, other than increases in the Ordinary Course in the base wages or salaries of employees of Seller other than officers or managers or as required by any employment Contract; 3. hired or terminated any employee or engaged or terminated any independent contractor involved in the Business other than in the Ordinary Course; 4. Breached or waived any Breach or any material right with respect to any Included Contract; 5. canceled, written off, or compromised any debt or claim or amended, canceled, terminated, relinquished, waived, or released any Included Contract or right, except in the Ordinary Course and which, in the aggregate, are not material to Seller; 6. modified its pricing and purchasing policies and levels with respect to the Business, or entered into, amended, renewed, terminated, or permitted to lapse any Included Contract or transaction with any of its Affiliates, or paid to or received from any Affiliate of Seller any amount; 7. entered into any prepaid transactions outside best knowledge of the Ordinary Course Company, might materially and adversely affect the business, properties, prospects or otherwise accelerated revenue recognition or the sales for periods prior to the Closing with respect to in the Business; 8. changed its policies or practices with respect to the payment of accounts payable or other current liabilities or the collection of accounts receivable (including any acceleration or delay or deferral financial condition of the payment or collection thereof) or failed to maintain the level and quality of its Inventory, in each case with respect to the Business; 9. amended any of its Governing Documents, or failed to maintain its existence as a limited liability company; 10. adopted any plan of merger, consolidation, reorganization, liquidation, or dissolution, or filed a petition in bankruptcy under any provisions of federal or state bankruptcy Law, or consented to the filing of any bankruptcy petition against it under any similar Law; 11. engaged in any transaction or provided any consideration relating to the release, modification, or diminution of any guarantee, Surety Bond, or other obligation of Seller or any Affiliate thereof with respect to in the Business; 12. failed to pay any of its Liabilities when due (other than vendor liabilities which are paid in the Ordinary Course within 45 to 70 days from invoice date); 13. entered into any compromise or settlement of any Legal Proceeding or any investigation by any Governmental Body, in each case with respect to the Business; 14. failed: (A) to comply with all applicable Laws (including Environmental Permits) in any material respect; (B) to meet all Environmental Requirements; or (C) to hold and maintain in good standing all material Permits (including Environmental Permits) necessary for the conduct of the Business and the ownership of its Purchased Assets; 15. made any filings or registrations with any Governmental Body with respect to the Business, except routine filings and registrations made in the Ordinary Course; 16. written up or down (or failed to write up or down) the value of any Purchased Assets, except in the Ordinary Course, in accordance with GAAP consistently applied; 17. introduced any material change with respect to the Business, including with respect to the products or services it sells, the areas in which such products or services are sold, its methods of manufacturing or distributing its products, the levels of Inventory, equipment, or revenue-earning property that it maintains, its marketing techniques, or its accounting methods; 18. adopted, amended, modified or terminated any Employee Benefit Plan applicable to employees of the BusinessCompany; or 19. entered into any agreements (p) changed its accounting principles or commitments to do practices or perform in the future any actions referred to in this Section 2.8 (or disclosed an intent to do so), or taken or omitted to take any action that would be required to be disclosed in any section method of the Disclosure Schedulerecording transactions involving accounts receivable and inventory.

Absence of Certain Developments. Since August 31, 2010 through the date hereof, there has occurred no change which, individually or in the aggregate, has resulted in a Material Adverse Change of the Company. Except as set forth in Section 2.8 of the Disclosure on Schedule (arranged in subsections corresponding to the subsections set forth below)4.8 and except as expressly required by this Agreement, since January 1, 2010, (x) the Balance Sheet Date, Seller has conducted Company and its Subsidiaries have operated the Business business in all material respects in the Ordinary Course andof Business and (y) neither the Company nor any of its Subsidiaries has: i. there has not been a Seller Material Adverse Change(a) made any loans or advances to, or guarantees for the benefit of, any Person in excess of $10,000; ii. there has not been (b) incurred any Indebtedness; (c) mortgaged, pledged or subjected, or allowed or suffered to become subject, to any Lien, any material portion of its properties or assets; (d) entered into, amended (including through waivers or other modifications) or terminated, any Lease or contract (other than in the Ordinary Course of Business) in excess of $10,000; (e) made or granted any bonus or any wage, salary or compensation increase (including with respect to any severance or change in control payment) in excess of $10,000 to any current or former director, officer, employee or consultant 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; (f) made any capital expenditure or commitments for capital expenditures or any investment in any other Person, or entered into any Lease or lease of capital equipment in excess of $10,000; (g) changed or authorized any change in the Certificate of Incorporation, the Company Bylaws or any of the comparable organizational documents of any of the Company’s Subsidiaries; (h) declared, set aside or paid any dividends or made any other distributions with respect to, or purchased, redeemed or otherwise acquired or agreed to acquire, any shares of capital stock or other securities of the Company or any of its Subsidiaries (including any warrants, options or other rights to acquire capital stock or other equity securities; (i) changed or authorized any change in its accounting practices or policies or method of accounting for any items in the preparation of the financial statements of the Company and its Subsidiaries; (j) incurred any physical damage, destruction or other casualty loss, whether or not covered by insurance, with respect to affecting any of its real or personal property in excess of $10,000; (k) entered into any settlement, conciliation or similar contract involving claims, or paid, discharged, settled, waived or satisfied any material liabilities or rights of the property and assets Company or any of Seller used in its Subsidiaries; (l) any waiver of any material rights or claims of the Business Company or any of more than $25,000 for its Subsidiaries; (m) any single loss work interruptions, labor grievances or $125,000 the aggregate for any related lossesclaims filed, or any failure to maintain insurance policies unmodified and without interruption; and iii. Seller has not: 1. failed to maintain its assets used in the Business in the same proposed law, regulation or event or condition as on the Balance Sheet Date (ordinary wear and tear excluded); 2. made any change in the rate, timing, vesting, or funding of compensation, commission, bonus, or other direct or indirect remuneration payable or paid, or agreed or orally promised to pay, conditionally or otherwise, any bonus, incentive, retention, or other compensation, retirement, welfare, fringe or severance benefit, or vacation pay, to or in respect of any manager, officer, employee, distributor, character materially adversely affecting the business of the Company or agent of Seller involved in the Business, other than increases in the Ordinary Course in the base wages or salaries of employees of Seller other than officers or managers or as required by any employment Contract; 3. hired or terminated any employee or engaged or terminated any independent contractor involved in the Business other than in the Ordinary Course; 4. Breached or waived any Breach or any material right with respect to any Included Contract; 5. canceled, written off, or compromised any debt or claim or amended, canceled, terminated, relinquished, waived, or released any Included Contract or right, except in the Ordinary Course and which, in the aggregate, are not material to Seller; 6. modified its pricing and purchasing policies and levels with respect to the Business, or entered into, amended, renewed, terminated, or permitted to lapse any Included Contract or transaction with any of its AffiliatesSubsidiaries; (n) any cancellation, or paid agreement to or received from cancel, any Affiliate of Seller any amount; 7. entered into any prepaid transactions outside of the Ordinary Course or otherwise accelerated revenue recognition or the sales for periods prior to the Closing with respect to in the Business; 8. changed its policies or practices with respect to the payment of accounts payable or other current liabilities or the collection of accounts receivable (including any acceleration or delay or deferral of the payment or collection thereof) or failed to maintain the level and quality of its Inventory, in each case with respect to the Business; 9. amended any of its Governing Documents, or failed to maintain its existence as a limited liability company; 10. adopted any plan of merger, consolidation, reorganization, liquidation, or dissolution, or filed a petition in bankruptcy under any provisions of federal or state bankruptcy Law, or consented to the filing of any bankruptcy petition against it under any similar Law; 11. engaged in any transaction or provided any consideration relating to the release, modification, or diminution of any guarantee, Surety Bond, Indebtedness or other obligation of Seller owing to the Company or any Affiliate thereof with respect to in Subsidiary of the BusinessCompany; 12. failed (o) any sale or transfer, or any agreement to pay sell or transfer, any material assets, properties or rights of the Company or its Subsidiaries; (p) entered into or approved any contract, arrangement or understanding to do, engage in or cause or having the effects of, any of its Liabilities when due (other than vendor liabilities which are paid in the Ordinary Course within 45 to 70 days from invoice date); 13. entered into any compromise or settlement of any Legal Proceeding or any investigation by any Governmental Body, in each case with respect to the Business; 14. failed: (A) to comply with all applicable Laws (including Environmental Permits) in any material respect; (B) to meet all Environmental Requirements; or (C) to hold and maintain in good standing all material Permits (including Environmental Permits) necessary for the conduct of the Business and the ownership of its Purchased Assets; 15. made any filings or registrations with any Governmental Body with respect to the Business, except routine filings and registrations made in the Ordinary Course; 16. written up or down (or failed to write up or down) the value of any Purchased Assets, except in the Ordinary Course, in accordance with GAAP consistently applied; 17. introduced any material change with respect to the Business, including with respect to the products or services it sells, the areas in which such products or services are sold, its methods of manufacturing or distributing its products, the levels of Inventory, equipment, or revenue-earning property that it maintains, its marketing techniques, or its accounting methods; 18. adopted, amended, modified or terminated any Employee Benefit Plan applicable to employees of the Business; or 19. entered into any agreements or commitments to do or perform in the future any actions referred to in this Section 2.8 (or disclosed an intent to do so), or taken or omitted to take any action that would be required to be disclosed in any section of the Disclosure Scheduleforegoing.

Absence of Certain Developments. Except To their knowledge, Sellers ------------------------------- have not, except as set forth in Section 2.8 Schedule 4.7 hereto, since October 31, 1998: ------------ (a) suffered a material adverse change or development in the business, financial condition, operating results, earnings, assets, customer, supplier, employee and sales representative relations, business prospects, business condition or financing arrangements of the Disclosure Schedule Business or the Purchased Assets; (arranged b) sold, leased, assigned or transferred (including, without limitation, transfers to any employees or affiliates of Sellers) any tangible assets (other than Whole Goods Inventory in subsections corresponding to the subsections set forth belowordinary course of business consistent with past practices), since the Balance Sheet DateProprietary Rights or other intangible assets, Seller has conducted the Business or canceled without fair consideration any debts or claims owing to or held by it, or disclosed any proprietary confidential information to any Person, other than disclosures of such information to Buyer and its Affiliates and representatives; (c) suffered any extraordinary losses or waived any rights of material value, whether or not in the Ordinary Course and: i. there has not been a Seller Material Adverse Changeordinary course of business or consistent with past custom and practice; ii. there has not been (d) suffered any theft, damage, destruction or losscasualty loss to its tangible assets, whether or not covered by insurance; (e) entered into, with respect to the property and assets of Seller used amended or terminated any lease, contract, agreement or commitment, or taken any other action or entered into any other transaction other than in the Business ordinary course of more than $25,000 business and in accordance with past custom and practice, or entered into any transaction with any Insider (as defined in Section 4.19 below), or changed any business practice or manner of dealing with ------------ any customer, supplier, subcontractor, Insider, sales representative, or other person or entity with whom either Seller engages in any business activity, or entered into any other material transaction, whether or not in the ordinary course of business; (f) entered into or modified any employment contract or collective bargaining agreement, written or oral, or changed the employment terms for any single loss employee or $125,000 the aggregate for agent or made or granted any related lossesbonus or any wage, salary or compensation increase to any director, officer, employee or sales representative, group of employees or consultant or made or granted any increase in any employee benefit plan or arrangement, or amended or terminated any failure to maintain insurance policies unmodified and without interruption; and iii. Seller has not: 1. failed to maintain its assets used existing employee benefit plan or arrangement or adopted any new employee benefit plan or arrangement, except for normal compensation increases or bonuses in the ordinary course of business consistent with past practice; (g) incurred intercompany indebtedness or conducted the Business (including the collection of receivables, purchase of inventory, payment of payables, incurrence of capital expenditures, and maintenance and repair of assets) other than in the same condition as on the Balance Sheet Date (usual and ordinary wear course of business in accordance with past custom and tear excluded)practice; 2. (h) made any capital expenditures (or commitments therefor) that aggregate in excess of $10,000; (i) made any loans or advances to, or guarantees for the benefit of, any persons; (j) entered into any lease of capital equipment or real estate involving rental in excess of $10,000 per annum; (k) made any change in the rate, timing, vesting, any method of accounting or funding of compensation, commission, bonus, or other direct or indirect remuneration payable or paid, or agreed or orally promised to pay, conditionally or otherwise, any bonus, incentive, retention, or other compensation, retirement, welfare, fringe or severance benefit, or vacation pay, to or in respect of any manager, officer, employee, distributor, or agent of Seller involved in the Business, other than increases in the Ordinary Course in the base wages or salaries of employees of Seller other than officers or managers or as required by any employment Contractaccounting practices; 3. hired or terminated (l) entered into any employee or engaged or terminated any independent contractor involved in the Business other material transaction other than in the Ordinary Course; 4. Breached or waived any Breach or any material right with respect to any Included Contract; 5. canceled, written off, or compromised any debt or claim or amended, canceled, terminated, relinquished, waived, or released any Included Contract or right, except in the Ordinary Course and which, in the aggregate, are not material to Seller; 6. modified its pricing and purchasing policies and levels with respect to the Business, or entered into, amended, renewed, terminated, or permitted to lapse any Included Contract or transaction with any ordinary course of its Affiliates, or paid to or received from any Affiliate of Seller any amount; 7. entered into any prepaid transactions outside of the Ordinary Course or otherwise accelerated revenue recognition or the sales for periods prior to the Closing with respect to in the Business; 8. changed its policies or practices with respect to the payment of accounts payable or other current liabilities or the collection of accounts receivable (including any acceleration or delay or deferral of the payment or collection thereof) or failed to maintain the level and quality of its Inventory, in each case with respect to the Business; 9. amended any of its Governing Documents, or failed to maintain its existence as a limited liability company; 10. adopted any plan of merger, consolidation, reorganization, liquidation, or dissolution, or filed a petition in bankruptcy under any provisions of federal or state bankruptcy Law, or consented to the filing of any bankruptcy petition against it under any similar Law; 11. engaged in any transaction or provided any consideration relating to the release, modification, or diminution of any guarantee, Surety Bond, or other obligation of Seller or any Affiliate thereof with respect to in the Business; 12. failed to pay any of its Liabilities when due (other than vendor liabilities which are paid in the Ordinary Course within 45 to 70 days from invoice date); 13. entered into any compromise or settlement of any Legal Proceeding or any investigation by any Governmental Body, in each case with respect to the Business; 14. failed: (A) to comply with all applicable Laws (including Environmental Permits) in any material respect; (B) to meet all Environmental Requirements; or (C) to hold and maintain in good standing all material Permits (including Environmental Permits) necessary for the conduct of the Business and the ownership of its Purchased Assets; 15. made any filings or registrations with any Governmental Body with respect to the Business, except routine filings and registrations made in the Ordinary Course; 16. written up or down (or failed to write up or down) the value of any Purchased Assets, except in the Ordinary Course, in accordance with GAAP consistently applied; 17. introduced any material change with respect to the Business, including with respect to the products or services it sells, the areas in which such products or services are sold, its methods of manufacturing or distributing its products, the levels of Inventory, equipment, or revenue-earning property that it maintains, its marketing techniques, or its accounting methods; 18. adopted, amended, modified or terminated any Employee Benefit Plan applicable to employees of the Businessbusiness; or 19. entered into any agreements (m) agreed, whether orally or commitments in writing, to do or perform in the future any actions referred to in this Section 2.8 (or disclosed an intent to do so), or taken or omitted to take any action that would be required to be disclosed in any section of the Disclosure Scheduleforegoing.

Absence of Certain Developments. Except as set forth in Section 2.8 the "Developments Schedule" attached hereto as Schedule 2.7 or as otherwise contemplated hereby, since May 31, 2000, each of CRG and the Subsidiaries has not: (a) borrowed or agreed to borrow any amount or incurred or become subject to any material liabilities, except current liabilities incurred in the ordinary course of business and liabilities under contracts entered into in the ordinary course of business; (b) discharged or satisfied, or agreed to discharge or satisfy, any material lien or encumbrance or paid any material liability, other than current liabilities paid in the ordinary course of business; (c) mortgaged, pledged or subjected to any lien, charge or any other encumbrance, any portion of the Disclosure Schedule CRG Assets, except liens for current taxes not yet due and payable; (arranged d) sold, assigned or transferred, or agreed to do so, any of the CRG Assets, except in subsections corresponding the ordinary course of business, or canceled without fair consideration any material debts or claims owing to or held by it; (e) sold, assigned, transferred, abandoned or permitted to lapse any patents, trademarks, trade names, copyrights, trade secrets or other intangible assets, or disclosed any material proprietary confidential information to any person; (f) made or granted, or agreed to make or grant, any bonus or any wage or salary increase to any employee or group of employees or made or granted any increase in any employee benefit plan or arrangement (except, in each case, in the subsections set forth belowordinary course of business in accordance with past custom and practice), since the Balance Sheet Dateor amended or terminated, Seller has conducted the Business or agreed to amend or terminate, any existing employee benefit plan or arrangement or adopted any new employee benefit plan or arrangement; (g) made, or agreed to make, any capital expenditures or commitments therefor that aggregate in excess of $10,000.00, other than in the Ordinary Course and: i. there has not been a Seller Material Adverse Changeordinary course of business consistent with past practices; ii. there (h) made, or agreed to make, any loans or advances to, or guaranties for the benefit of, any persons; (i) suffered any extraordinary losses or waived any rights of material value, whether or not in the ordinary course of business or consistent with past practice; (j) entered into, or agreed to enter into, any other material transaction other than in the ordinary course of business; (k) made, or agreed to make, any charitable contributions or pledges in excess of $10,000, individually or in the aggregate, and has not been no continuing obligations to make any future payments; (l) made any purchase commitment in excess of the normal, ordinary and usual requirements of its business or at any price in excess of the then current market price or upon terms and conditions more onerous than those usual and customary in the industry, or made any change in its selling, pricing, advertising or personnel practices inconsistent with its prior practices and prudent business practices prevailing in the industry; or (m) suffered any material damage, destruction or losscasualty loss to the CRG Assets, whether or not covered by insurance, with respect to the property and assets of Seller used in the Business of more than $25,000 for any single loss or $125,000 the aggregate for any related losses, or any failure to maintain insurance policies unmodified and without interruption; and iii. Seller has not: 1. failed to maintain its assets used in the Business in the same condition as on the Balance Sheet Date (ordinary wear and tear excluded); 2. made any change in the rate, timing, vesting, or funding of compensation, commission, bonus, or other direct or indirect remuneration payable or paid, or agreed or orally promised to pay, conditionally or otherwise, any bonus, incentive, retention, or other compensation, retirement, welfare, fringe or severance benefit, or vacation pay, to or in respect of any manager, officer, employee, distributor, or agent of Seller involved in the Business, other than increases in the Ordinary Course in the base wages or salaries of employees of Seller other than officers or managers or as required by any employment Contract; 3. hired or terminated any employee or engaged or terminated any independent contractor involved in the Business other than in the Ordinary Course; 4. Breached or waived any Breach or any material right with respect to any Included Contract; 5. canceled, written off, or compromised any debt or claim or amended, canceled, terminated, relinquished, waived, or released any Included Contract or right, except in the Ordinary Course and which, in the aggregate, are not material to Seller; 6. modified its pricing and purchasing policies and levels with respect to the Business, or entered into, amended, renewed, terminated, or permitted to lapse any Included Contract or transaction with any of its Affiliates, or paid to or received from any Affiliate of Seller any amount; 7. entered into any prepaid transactions outside of the Ordinary Course or otherwise accelerated revenue recognition or the sales for periods prior to the Closing with respect to in the Business; 8. changed its policies or practices with respect to the payment of accounts payable or other current liabilities or the collection of accounts receivable (including any acceleration or delay or deferral of the payment or collection thereof) or failed to maintain the level and quality of its Inventory, in each case with respect to the Business; 9. amended any of its Governing Documents, or failed to maintain its existence as a limited liability company; 10. adopted any plan of merger, consolidation, reorganization, liquidation, or dissolution, or filed a petition in bankruptcy under any provisions of federal or state bankruptcy Law, or consented to the filing of any bankruptcy petition against it under any similar Law; 11. engaged in any transaction or provided any consideration relating to the release, modification, or diminution of any guarantee, Surety Bond, or other obligation of Seller or any Affiliate thereof with respect to in the Business; 12. failed to pay any of its Liabilities when due (other than vendor liabilities which are paid in the Ordinary Course within 45 to 70 days from invoice date); 13. entered into any compromise or settlement of any Legal Proceeding or any investigation by any Governmental Body, in each case with respect to the Business; 14. failed: (A) to comply with all applicable Laws (including Environmental Permits) in any material respect; (B) to meet all Environmental Requirements; or (C) to hold and maintain in good standing all material Permits (including Environmental Permits) necessary for the conduct of the Business and the ownership of its Purchased Assets; 15. made any filings or registrations with any Governmental Body with respect to the Business, except routine filings and registrations made in the Ordinary Course; 16. written up or down (or failed to write up or down) the value of any Purchased Assets, except in the Ordinary Course, in accordance with GAAP consistently applied; 17. introduced any material change with respect to the Business, including with respect to the products or services it sells, the areas in which such products or services are sold, its methods of manufacturing or distributing its products, the levels of Inventory, equipment, or revenue-earning property that it maintains, its marketing techniques, or its accounting methods; 18. adopted, amended, modified or terminated any Employee Benefit Plan applicable to employees of the Business; or 19. entered into any agreements or commitments to do or perform in the future any actions referred to in this Section 2.8 (or disclosed an intent to do so), or taken or omitted to take any action that would be required to be disclosed in any section of the Disclosure Schedule.

Absence of Certain Developments. Except Since December 31, 1997, except as set forth ------------------------------- reflected in Section 2.8 the 1998 Financials or on Schedule 2.7, there has been no material adverse change and no event which could reasonably be expected to create a material adverse change in the condition, financial or otherwise, of the Disclosure Schedule Company and its Consolidated Entities, taken as a whole or in the assets, liabilities, properties, business or prospects of the Company and its Consolidated Entities, taken as a whole. Without limiting the generality of the foregoing, since that date there has been no: (arranged in subsections corresponding 1) declaration, setting aside or payment of any dividend or other distribution with respect to the subsections set forth below), since capital stock of the Balance Sheet Date, Seller has conducted the Business in the Ordinary Course and: i. there has not been a Seller Material Adverse ChangeCompany or any Consolidated Entity; ii. there has not been any damage(2) loss, destruction or lossdamage to any property of the Company or any of its Consolidated Entities, whether or not covered by insuranceinsured, which loss would have a material adverse affect on the Company and its Consolidated Entities taken as a whole; (3) (x) labor trouble involving the Company or any of its Consolidated Entities or (y) any material change in any of their respective personnel or the terms and conditions of employment of such personnel with respect to the property and assets of Seller used in the Business of more than $25,000 for any single loss or $125,000 the aggregate for any related losses, or any failure to maintain insurance policies unmodified and without interruption; and iii. Seller has not: 1. failed to maintain its assets used in the Business in the same condition as on the Balance Sheet Date clause (ordinary wear and tear excludedy); 2. made (4) waiver of any valuable right by the Company or any of its Consolidated Entities; (5) loan or extension of credit to any officer or employee of the Company or any of its Consolidated Entities; (6) disposition of any material assets (or any contract or arrangement therefor) by the Company or any of its Consolidated Entities other than for fair value in the ordinary course of business; (7) merger, consolidation, amalgamation, liquidation, winding up, or dissolution of the Company or any of its Consolidated Entities; (8) investment in, acquisition of, or affiliation with any business or assets of, (other than the purchase of supplies, equipment and similar assets by physician practice groups in the ordinary course of business) any Person by the Company or any of its Consolidated Entities; (9) material change in the ratenature of the business conducted by the Company or any of its Consolidated Entities; (10) commencement or settlement of any action, timingsuit, vesting, investigation or funding of compensationproceeding before any court or governmental department, commission, bonusboard, agency or other direct instrumentality, domestic or indirect remuneration payable foreign, affecting the Company or paid, or agreed or orally promised to pay, conditionally or otherwise, any bonus, incentive, retention, or other compensation, retirement, welfare, fringe or severance benefit, or vacation pay, to or in respect of any manager, officer, employee, distributor, or agent of Seller involved in the Business, other than increases in the Ordinary Course in the base wages or salaries of employees of Seller other than officers or managers or as required by any employment Contractits Consolidated Entities; 3. hired or terminated any employee or engaged or terminated any independent contractor involved in (11) incurrence of Indebtedness by the Business other than in the Ordinary Course; 4. Breached or waived any Breach Company or any material right of its Consolidated Entities; or (12) any commitment with respect to any Included Contract; 5. canceled, written off, or compromised any debt or claim or amended, canceled, terminated, relinquished, waived, or released any Included Contract or right, except in the Ordinary Course and which, in the aggregate, are not material to Seller; 6. modified its pricing and purchasing policies and levels with respect to the Business, or entered into, amended, renewed, terminated, or permitted to lapse any Included Contract or transaction with any of its Affiliates, or paid to or received from any Affiliate of Seller any amount; 7. entered into any prepaid transactions outside of the Ordinary Course or otherwise accelerated revenue recognition or the sales for periods prior to the Closing with respect to in the Business; 8. changed its policies or practices with respect to the payment of accounts payable or other current liabilities or the collection of accounts receivable (including any acceleration or delay or deferral of the payment or collection thereof) or failed to maintain the level and quality of its Inventory, in each case with respect to the Business; 9. amended any of its Governing Documents, or failed to maintain its existence as a limited liability company; 10. adopted any plan of merger, consolidation, reorganization, liquidation, or dissolution, or filed a petition in bankruptcy under any provisions of federal or state bankruptcy Law, or consented to the filing of any bankruptcy petition against it under any similar Law; 11. engaged in any transaction or provided any consideration relating to the release, modification, or diminution of any guarantee, Surety Bond, or other obligation of Seller or any Affiliate thereof with respect to in the Business; 12. failed to pay any of its Liabilities when due (other than vendor liabilities which are paid in the Ordinary Course within 45 to 70 days from invoice date); 13. entered into any compromise or settlement of any Legal Proceeding or any investigation by any Governmental Body, in each case with respect to the Business; 14. failed: (A) to comply with all applicable Laws (including Environmental Permits) in any material respect; (B) to meet all Environmental Requirements; or (C) to hold and maintain in good standing all material Permits (including Environmental Permits) necessary for the conduct of the Business and the ownership of its Purchased Assets; 15. made any filings or registrations with any Governmental Body with respect to the Business, except routine filings and registrations made in the Ordinary Course; 16. written up or down (or failed to write up or down) the value of any Purchased Assets, except in the Ordinary Course, in accordance with GAAP consistently applied; 17. introduced any material change with respect to the Business, including with respect to the products or services it sells, the areas in which such products or services are sold, its methods of manufacturing or distributing its products, the levels of Inventory, equipment, or revenue-earning property that it maintains, its marketing techniques, or its accounting methods; 18. adopted, amended, modified or terminated any Employee Benefit Plan applicable to employees of the Business; or 19. entered into any agreements or commitments to do or perform in the future any actions referred to in this Section 2.8 (or disclosed an intent to do so), or taken or omitted to take any action that would be required to be disclosed in any section of the Disclosure Scheduleforegoing.

Absence of Certain Developments. Except for the transactions contemplated by the Reorganization Agreements, the Hillstone Asset Assignment, the IP Assignment, Section 7.20(a) or as set forth in Section 2.8 of the Disclosure on Schedule (arranged in subsections corresponding to the subsections set forth below)3.6, since the date of the Latest Balance Sheet DateSheet, Seller has conducted the Business other than in the Ordinary Course andof Business or as required by applicable Laws, as of the date hereof, no member of the Company Group has: i. there has not been a Seller Material Adverse Change(a) except as among members of the Company Group, sold, leased, assigned, transferred or otherwise disposed of any (i) tangible material assets or properties (other than the sale or disposal of inventory or obsolete equipment) or (ii) material Proprietary Rights; ii. there has not been (b) made any damage, destruction amendment to its Governing Documents; (c) made or loss, whether granted any bonus or not covered by insurance, with respect any material increase in base salary or other compensation to the property and assets of Seller used in the Business of more than $25,000 for any single loss director or $125,000 the aggregate for any related lossessenior executive, or made or granted any failure to maintain insurance policies unmodified and without interruption; and iii. Seller has not: 1. failed to maintain its assets used material bonus or any material increase in the Business in the same condition as on the Balance Sheet Date (ordinary wear and tear excluded); 2. made any change in the rate, timing, vesting, or funding of compensation, commission, bonus, base salary or other direct or indirect remuneration payable or paid, or agreed or orally promised compensation to pay, conditionally or otherwise, any bonus, incentive, retention, or other compensation, retirement, welfare, fringe or severance benefit, or vacation pay, to or in respect of any manager, officer, employee, distributor, or agent of Seller involved in the Business, employee other than scheduled bonuses or increases in the Ordinary Course of Business, in each case, excluding project bonuses made or paid by the base wages or salaries of employees of Seller other than officers or managers or as required by any employment Contract; 3. hired or terminated any employee or engaged or terminated any independent contractor involved in the Business other than in the Ordinary Course; 4. Breached or waived any Breach or any material right with respect to any Included Contract; 5. canceled, written off, or compromised any debt or claim or amended, canceled, terminated, relinquished, waived, or released any Included Contract or right, except Company Group in the Ordinary Course and which, in the aggregate, are not material to Seller; 6. modified its pricing and purchasing policies and levels with respect to the Business, or entered into, amended, renewed, terminated, or permitted to lapse any Included Contract or transaction with any of its Affiliates, or paid to or received from any Affiliate of Seller any amount; 7. entered into any prepaid transactions outside of the Ordinary Course or otherwise accelerated revenue recognition or the sales for periods prior to the Closing with respect to in the Business; 8. changed its policies or practices with respect to the payment of accounts payable or other current liabilities or the collection of accounts receivable (including any acceleration or delay or deferral of the payment or collection thereofd) or failed to maintain the level and quality of its Inventory, in each case with respect to the Business; 9. amended any of its Governing Documents, or failed to maintain its existence as a limited liability company; 10. adopted any plan of merger, consolidation, reorganization, liquidation, or dissolution, or filed a petition in bankruptcy under any provisions of federal or state bankruptcy Law, or consented to the filing of any bankruptcy petition against it under any similar Law; 11. engaged in any transaction or provided any consideration relating to the release, modification, or diminution of any guarantee, Surety Bond, or other obligation of Seller or any Affiliate thereof with respect to in the Business; 12. failed to pay any of its Liabilities when due (other than vendor liabilities which are paid in the Ordinary Course within 45 to 70 days from invoice date); 13. entered into any compromise or settlement of any Legal Proceeding or any investigation by any Governmental Body, in each case with respect to the Business; 14. failed: (A) to comply with all applicable Laws (including Environmental Permits) in any material respect; (B) to meet all Environmental Requirements; or (C) to hold and maintain in good standing all material Permits (including Environmental Permits) necessary for the conduct of the Business and the ownership of its Purchased Assets; 15. made any filings or registrations with any Governmental Body with respect to the Business, except routine filings and registrations made in the Ordinary Course; 16. written up or down (or failed to write up or down) the value of any Purchased Assets, except in the Ordinary Course, in accordance with GAAP consistently applied; 17. introduced any material change with respect to the Business, including with respect to the products or services it sells, the areas in which such products or services are sold, its methods of manufacturing or distributing its products, the levels of Inventory, equipment, or revenue-earning property that it maintains, its marketing techniques, or its accounting methods; 18. adopted, amended, modified or terminated any employment agreement with any officer or other employee providing for base annual salary greater than $150,000 or any collective bargaining agreement or other labor agreement; (e) amended (other than as required by applicable Law or as part of an annual renewal for health or welfare benefits), terminated or adopted any Company Employee Benefit Plan applicable Plan; (f) effectuated any reduction in force, early retirement program, or other voluntary or involuntary employment termination program, or otherwise implemented any employee layoff; (g) made any changes to its material accounting policies, methods or practices; (h) incurred any Taxes outside the Ordinary Course of Business, (i) made, changed or revoked any material election relating to Taxes, entered into any agreement, settlement or compromise with any Taxing Authority relating to any material Tax Liability, filed any material amended Tax Return, or surrendered any right to claim any refund of material Taxes; (j) other than any actions among the members of the Company Group (but not any other Person), including transfers of Equity Interests in connection with the transactions contemplated by entry into the Hillstone Credit Agreement, (x) issued, sold, delivered, redeemed or purchased any Equity Interests, (y) declared, set aside or paid any dividends on, or made any other distributions (whether in Cash, securities or property) in respect of, any Equity Interests or (z) adjusted, split, combined or reclassified any of its Equity Interests; (k) amended, terminated or failed to renew any Material Contract (nor has any other party thereto done the same or provided written notice of intent to the same); (l) incurred or guaranteed any Indebtedness for Borrowed Money (other than Indebtedness incurred under the Hillstone Credit Agreement) or (y) made any loans or advances to any other Person, other than advances to employees in the Ordinary Course of Business; (m) other than Equity Interests of the Operating Companies contributed to and acquired by the Company or any other member of the Company Group, and other than inventory and other assets acquired in the Ordinary Course of Business, including from vendors, suppliers and other similar contractual counterparties, acquired properties or assets, including Equity Interests of another Person, with a value in excess of $150,000 with respect to any single acquisition or series of related acquisitions or $450,000 in the aggregate, whether through merger, consolidation, share exchange, business combination or otherwise; (n) adopted a plan of complete or partial liquidation or dissolution; (o) instituted or settled any Proceeding other than any Proceeding in respect of the Shalewater Earnout Matters; (p) except in the Ordinary Course of Business consistent with past practice, failed to promptly pay and discharge any current Liabilities or became liable to repay any Indebtedness in advance of its stated maturity; (q) except in the Ordinary Course of Business consistent with past practice, write up or write down any current or future material asset or discount any fee or payment from or by a customer under any Material Contract except to the extent required by applicable Law or GAAP; (r) canceled any third party indebtedness owed to the Company Group, other than with respect to trade receivables of the Company Group in the Ordinary Course of Business consistent with past practices; (s) made or incurred, or entered into any commitments that would obligate the Company Group to make or incur, any Capital Expenditures other than (i) the Post-Effective Time Reimbursable Capital Expenditures for the applicable calendar quarter attributable thereto as set forth on the Post-Effective Time Reimbursable Matters Schedule, (ii) Capital Expenditures required pursuant to the Contracts set forth on Schedule 3.6, (iii) maintenance Capital Expenditures in the Ordinary Course of Business not to exceed $3,000,000 in the aggregate and (iv) other Capital Expenditures not to exceed $2,000,000 in the aggregate (such Capital Expenditures in clauses (i) through (iv), the “Permitted Capital Expenditures”); (t) modified, supplemented, amended or terminated (prior to the end of its term) any Material Contract or Material Permit in a manner which is materially adverse to the business of the Company Group taken as a whole; (u) failed to maintain in effect the policies of insurance set forth on Schedule 3.16 (or equivalent replacement coverage); (v) made any change in accounting methods, principles or practices used by the Company Group except insofar as expressly required by applicable Law or regulation or by a change in applicable accounting principles; (w) except in the Ordinary Course of Business consistent with past practice, delayed or postponed the payment of accounts payable or other obligations or Liabilities, accelerated the collection of accounts receivable or advance deposits, or otherwise modified their cash management system; or 19. (x) authorized, agreed, committed or entered into any agreements or commitments Contract to do or perform in the future any actions referred to in this Section 2.8 (or disclosed an intent to do so), or taken or omitted to take any action that would be required to be disclosed in any section of the Disclosure Scheduleforegoing.

Absence of Certain Developments. Except as set forth in Section 2.8 on Schedule 3.8 of the Company Disclosure Schedule, or as specifically contemplated by this Agreement, since September 30, 2005, neither the Company nor any of its Subsidiaries has: (a) issued any notes, bonds or other debt securities or any Company Common Stock or other Capital Stock; (b) declared, set aside or made any payment or distribution of cash or other property to any of its shareholders with respect to its Capital Stock or otherwise, or purchased, redeemed or otherwise acquired any Capital Stock or made any payments in respect of Sellers’ obligations under Section 6.6. (c) mortgaged or pledged any of its properties or assets or subjected them to any Lien, except for Permitted Liens; (d) sold, assigned, transferred, leased, licensed or otherwise encumbered any of its material assets, except in the ordinary course of business, or canceled any material debts or claims; (e) made or granted any bonus or any wage or salary increase to any employee or group of employees (except as required by pre-existing contracts described on Schedule 3.10 of the Company Disclosure Schedule (arranged or in subsections corresponding to the subsections set forth belowordinary course of business consistent with past practice), since the Balance Sheet Dateor made or granted any increase in any employee benefit plan or arrangement, Seller has conducted the Business in the Ordinary Course and: i. there has not been a Seller Material Adverse Changeor amended or terminated any existing employee benefit plan or arrangement or adopted any new employee benefit plan or arrangement; ii. there has not been (f) suffered any damage, destruction extraordinary losses or loss, waived any rights of material value (whether or not covered by insurance, with respect to the property and assets of Seller used in the Business ordinary course of more than $25,000 for any single loss business or $125,000 the aggregate for any related losses, or any failure to maintain insurance policies unmodified and without interruption; and iii. Seller has not: 1. failed to maintain its assets used in the Business in the same condition as on the Balance Sheet Date (ordinary wear and tear excludedconsistent with past practice); 2. (g) made commitments for capital expenditures that aggregate in excess of $250,000; (h) made any charitable contributions or pledges exceeding $25,000 in the aggregate or made any political contributions; (i) made any change in the rate, timing, vesting, any method of accounting or funding of compensation, commission, bonus, accounting policies or other direct or indirect remuneration payable or paid, or agreed or orally promised to pay, conditionally or otherwise, made any bonus, incentive, retention, or other compensation, retirement, welfare, fringe or severance benefit, or vacation pay, to or in respect of any manager, officer, employee, distributor, or agent of Seller involved write-down in the Business, other than increases in the Ordinary Course in the base wages or salaries value of employees of Seller other than officers or managers or as required by any employment Contract; 3. hired or terminated any employee or engaged or terminated any independent contractor involved in the Business its inventory that is other than in the Ordinary Courseordinary course of business consistent with past practice; 4. Breached or waived (j) changed in any Breach or significant respect any material right with respect to any Included Contract; 5. canceled, written off, or compromised any debt or claim or amended, canceled, terminated, relinquished, waived, or released any Included Contract or right, except business practice in the Ordinary Course and which, in the aggregate, are not material to Seller; 6. modified its pricing and purchasing policies and levels with respect to the Business, or entered into, amended, renewed, terminated, or permitted to lapse any Included Contract or transaction with any of its Affiliates, or paid to or received from any Affiliate of Seller any amount; 7. entered into any prepaid transactions outside anticipation of the Ordinary Course transactions contemplated hereby or otherwise accelerated revenue recognition or the sales for periods prior to the Closing with respect to in the Business; 8. changed its policies or practices with respect to the payment of accounts payable or other current liabilities or the collection of accounts receivable (including any acceleration or delay or deferral of the payment or collection thereof) or failed to maintain the level and quality of its Inventory, in each case with respect to the Business; 9. amended any of its Governing Documents, or failed to maintain its existence as a limited liability company; 10. adopted any plan of merger, consolidation, reorganization, liquidation, or dissolution, or filed a petition in bankruptcy under any provisions of federal or state bankruptcy Law, or consented to the filing of any bankruptcy petition against it under any similar Law; 11. engaged in any transaction or provided any consideration relating to the release, modification, or diminution of any guarantee, Surety Bond, or other obligation of Seller or any Affiliate thereof with respect to in the Business; 12. failed to pay any of its Liabilities when due (other than vendor liabilities which are paid in the Ordinary Course within 45 to 70 days from invoice date); 13. entered into any compromise or settlement of any Legal Proceeding or any investigation by any Governmental Body, in each case with respect to the Business; 14. failed: (A) to comply with all applicable Laws (including Environmental Permits) in any material respect; (B) to meet all Environmental Requirements; or (C) to hold and maintain in good standing all material Permits (including Environmental Permits) necessary for the conduct of the Business and the ownership of its Purchased Assets; 15. made any filings or registrations with any Governmental Body with respect to the Business, except routine filings and registrations made in the Ordinary Course; 16. written up or down (or failed to write up or down) the value of any Purchased Assets, except in the Ordinary Course, in accordance with GAAP consistently applied; 17. introduced any material change with respect to the Business, including with respect to the products or services it sells, the areas in which such products or services are sold, its methods of manufacturing or distributing its products, the levels of Inventory, equipment, or revenue-earning property that it maintains, its marketing techniques, or its accounting methods; 18. adopted, amended, modified or terminated any Employee Benefit Plan applicable to employees of the Businessotherwise; or 19. entered into any agreements (k) agreed, whether orally or commitments in writing, to do or perform in the future any actions referred to in this Section 2.8 (or disclosed an intent to do so), or taken or omitted to take any action that would be required to be disclosed in any section of the Disclosure Scheduleforegoing.

Absence of Certain Developments. Except as set forth in Section 2.8 of the Disclosure Schedule (arranged in subsections corresponding to the subsections set forth below)4.8 and except as expressly contemplated by this Agreement, since the Latest Balance Sheet DateSheet, Seller the Company Group has conducted the Business its business in all material respects only in the Ordinary Course andof Business. Except as set forth on Schedule 4.8, since the Latest Balance Sheet, the Company Group has not: i. there has not been (a) suffered a Seller Material Adverse Change; ii. there has not been Effect or suffered any theft, damage, destruction or losscasualty loss in excess of Fifty Thousand Dollars ($50,000) in the aggregate to its assets (excluding costs associated with the maintenance and repair of the Company Group’s equipment in the Ordinary Course of Business of the Company Group), whether or not covered by insurance, with respect ; (b) borrowed any amount or incurred or become subject to any Indebtedness not otherwise disclosed pursuant to the property and assets terms of Seller used this Agreement; (c) discharged or satisfied any Lien or paid any Liability (other than Liabilities paid in the Ordinary Course of Business), prepaid any amount of Indebtedness or subjected any portion of its properties or assets to any Lien; (d) sold, leased, licensed, assigned, transferred, pledged, allowed to lapse or cancel or otherwise disposed of or encumbered (including transfers to the Seller or any Insider) any of its tangible or intangible assets having an individual value in excess of Fifty Thousand Dollars ($50,000) (including Company Proprietary Rights) (except for sales of inventory, non-exclusive licenses granted in the Ordinary Course of Business of more than $25,000 for any single loss or $125,000 the aggregate for any related lossesto customers on an arm’s length basis), or disclosed any failure confidential information (other than pursuant to agreements requiring the person to whom the disclosure was made to maintain insurance policies unmodified and without interruption; and iii. Seller has not: 1. failed to maintain its assets used the confidentiality of the Company Group in the Business in the same condition as on the Balance Sheet Date (ordinary wear and tear excludedsuch confidential information); 2. made (e) waived, canceled, compromised or released any change rights or claims of value in excess of Twenty Five Thousand Dollars ($25,000) individually or Fifty Thousand Dollars ($50,000) in the rateaggregate, timingwhether or not in the Ordinary Course of Business; (f) entered into, vestingamended or terminated any Material Contract; (g) implemented any employee layoffs; (h) made, granted or funding of compensationpromised any bonus or any wage, commission, bonus, salary or other direct or indirect remuneration payable or paid, or agreed or orally promised compensation increase to pay, conditionally or otherwise, any bonus, incentive, retention, or other compensation, retirement, welfare, fringe or severance benefit, or vacation pay, to or in respect of any managerdirector, officer, employee, distributorsales representative or consultant or made, granted or promised any increase in any employee benefit plan or arrangement, or agent of Seller involved in the Businessestablished, other than increases in the Ordinary Course in the base wages or salaries of employees of Seller other than officers or managers or as required by any employment Contract; 3. hired or terminated any employee or engaged or terminated any independent contractor involved in the Business other than in the Ordinary Course; 4. Breached or waived any Breach or any material right with respect to any Included Contract; 5. canceledadopted, written off, or compromised any debt or claim or amended, canceled, terminated, relinquished, waived, or released any Included Contract or right, except in the Ordinary Course and which, in the aggregate, are not material to Seller; 6. modified its pricing and purchasing policies and levels with respect to the Business, or entered into, amended, renewed, terminated, or permitted to lapse amended (excluding any Included Contract or transaction with any of its Affiliates, or paid to or received from any Affiliate of Seller any amount; 7. entered into any prepaid transactions outside of the Ordinary Course or otherwise accelerated revenue recognition or the sales for periods prior to the Closing with respect to in the Business; 8. changed its policies or practices with respect to the payment of accounts payable or other current liabilities or the collection of accounts receivable (including any acceleration or delay or deferral of the payment or collection thereofamendment required by Law) or failed to maintain the level and quality of its Inventory, in each case with respect to the Business; 9. amended any of its Governing Documents, or failed to maintain its existence as a limited liability company; 10. adopted any plan of merger, consolidation, reorganization, liquidation, or dissolution, or filed a petition in bankruptcy under any provisions of federal or state bankruptcy Law, or consented to the filing of any bankruptcy petition against it under any similar Law; 11. engaged in any transaction or provided any consideration relating to the release, modification, or diminution of any guarantee, Surety Bond, or other obligation of Seller or any Affiliate thereof with respect to in the Business; 12. failed to pay any of its Liabilities when due (other than vendor liabilities which are paid in the Ordinary Course within 45 to 70 days from invoice date); 13. entered into any compromise or settlement of any Legal Proceeding or any investigation by any Governmental Body, in each case with respect to the Business; 14. failed: (A) to comply with all applicable Laws (including Environmental Permits) in any material respect; (B) to meet all Environmental Requirements; or (C) to hold and maintain in good standing all material Permits (including Environmental Permits) necessary for the conduct of the Business and the ownership of its Purchased Assets; 15. made any filings or registrations with any Governmental Body with respect to the Business, except routine filings and registrations made in the Ordinary Course; 16. written up or down (or failed to write up or down) the value of any Purchased Assets, except in the Ordinary Course, in accordance with GAAP consistently applied; 17. introduced any material change with respect to the Business, including with respect to the products or services it sells, the areas in which such products or services are sold, its methods of manufacturing or distributing its products, the levels of Inventory, equipment, or revenue-earning property that it maintains, its marketing techniques, or its accounting methods; 18. adopted, amended, modified or terminated any Employee Benefit Plan applicable (or arrangement that, had it been in existence on the date of this Agreement, would be an Employee Benefit Plan); (i) made any other change in employment terms for any of its directors and officers or entered into any transaction with any Insider; (j) conducted its cash management customs and practices other than in the Ordinary Course of Business (including, without limitation, with respect to maintenance of working capital balances and inventory levels, collection or acceleration of accounts receivable, payment of accounts payable, accrued liabilities and other Liabilities and pricing and credit policies); (k) made any individual capital expenditure in excess of Fifty Thousand Dollars ($50,000); (l) made any loans or advances to, or guarantees for the benefit of, any Persons (other than advances to employees for travel and business expenses incurred in the Ordinary Course of Business which do not exceed Twenty Five Thousand Dollars ($25,000) in the aggregate); (m) instituted or settled any claim or lawsuit for an amount involving in excess of Twenty Five Thousand Dollars ($25,000) in the aggregate or involving equitable or injunctive relief; (n) acquired any other business or Person (or any significant portion or division thereof), whether by merger, consolidation or reorganization or by purchase of its assets or stock or acquired any other material assets outside the Ordinary Course of Business; (o) received any notice of any claim or potential claim of ownership, interest or right by any Person other than the Company in or to the Company Proprietary Rights, or of infringement, misappropriation, dilution or misuse by the Company Group of any other Person’s Proprietary Rights; (p) materially changed the pricing or royalties set or charged by the Company Group to its customers or licensees pursuant to the terms of existing Contracts as in effect as of the Businessdate hereof; or 19. entered into any agreements (q) committed or commitments agreed to do or perform in the future any actions referred to in this Section 2.8 (or disclosed an intent to do so), or taken or omitted to take any action that would be required to be disclosed in any section of the Disclosure Scheduleforegoing.

Absence of Certain Developments. Except as set forth on Schedule 3.7 or as described in Section 2.8 of the Disclosure Schedule (arranged in subsections corresponding to the subsections set forth below)audited Financial Statements, since the Balance Sheet Date, Seller has conducted the Business other than in the Ordinary Course andordinary course of business, as required by applicable Law or in accordance with Section 6.1(a), no Acquired Entity has: i. there has not been a Seller Material Adverse Change(a) sold, leased, assigned, transferred or otherwise disposed of any (i) tangible material assets or properties (other than the sale or disposal of inventory or obsolete equipment) or (ii) material Proprietary Rights; ii. there has not been (b) made any damageamendment to its Governing Documents; (c) made or granted any bonus or any material increase in base salary or material bonus opportunity to any director, destruction individual independent contractor or lossemployee; (d) become bound by any collective bargaining agreement or otherwise entered into any Contract or understanding with a labor union or other similar representative of employees; (e) terminated (other than for cause) or transferred any employee; (f) hired any employee or retained any individual independent contractor, whether or not covered by insurance, in each instance other than with respect to the property and assets of Seller used in the Business of more an individual whose annualized compensation is less than $25,000 for any single loss 100,000 and whose hiring or $125,000 the aggregate for any related losses, retention was necessary to replace an individual whose employment or any failure to maintain insurance policies unmodified and without interruption; and iii. Seller has not: 1. failed to maintain its assets used in the Business in the same condition as on the Balance Sheet Date (ordinary wear and tear excluded)engagement had ended; 2. made (g) amended (other than as required by applicable Law or as part of an annual renewal for health or welfare benefits), terminated or adopted any change material Employee Benefit Plan; (h) effectuated any reduction in the rateforce, timing, vesting, or funding of compensation, commission, bonusearly retirement program, or other direct voluntary or indirect remuneration payable or paidinvoluntary employment termination program, or agreed or orally promised to pay, conditionally or otherwise, otherwise implemented any bonus, incentive, retention, employee layoff not in compliance with the WARN Act or other compensationapplicable Law; (i) made any material changes to its accounting policies, retirementmethods or practices; (j) (i) made, welfarechanged or revoked any material election relating to Taxes, fringe (ii) entered into any agreement, settlement or severance benefitcompromise with any Taxing Authority relating to any material Tax Liability, (iii) filed any material amended Tax Return, (iv) surrendered any right to claim any refund of material Taxes; (v) extended or vacation paywaived the limitations period applicable to any material Tax claim or assessment relating to the Acquired Entities or its assets, to (vi) changed any annual Tax accounting period, (vii) adopted or changed any material method of Tax accounting, (viii) requested any ruling from a Taxing Authority in respect of any managermaterial Tax matters, officer(ix) prepared any material Tax Return in a manner that is not materially consistent with past practice, employee, distributor(x) failed to timely file any material Tax Return required to be filed by any Acquired Entity, or agent of Seller involved in the Business, (xi) failed to timely pay any material Taxes required to be paid by any Acquired Entity; (k) (i) other than increases as described in this Agreement or the Ordinary Course issuance by the Partnership of Class A Interests in exchange for the base wages cancellation of all or salaries a portion of employees the Outstanding Second Lien Indebtedness in accordance with the terms of Seller the Holdings Second Lien Credit Agreement, issued, sold, delivered, redeemed or purchased any Equity Interests, (ii) declared, set aside or paid any dividends on, or made any other than officers distributions (whether in Cash, securities or managers property) in respect of, any Equity Interests or as required by (iii) adjusted, split, combined or reclassified any employment Contractof its Equity Interests; 3. hired or terminated any employee or engaged or terminated any independent contractor involved in the Business other than in the Ordinary Course; 4. Breached or waived any Breach or any material right with respect to any Included Contract; 5. canceled, written off, or compromised any debt or claim or amended, canceled, terminated, relinquished, waived, or released any Included Contract or right, except in the Ordinary Course and which, in the aggregate, are not material to Seller; 6. modified its pricing and purchasing policies and levels with respect to the Business, or (l) entered into, amended, renewed, terminated, assigned or permitted to lapse granted any Included Contract waiver of any material term under or transaction with any of its Affiliates, or paid to or received from any Affiliate of Seller any amount; 7. entered into any prepaid transactions outside of the Ordinary Course or otherwise accelerated revenue recognition or the sales for periods prior to the Closing material consent with respect to any Material Contract, Lease or Right-of-Way; (m) (i) incurred or guaranteed any additional Indebtedness in excess of $1,000,000 or (ii) made any loans or advances to any other Person, other than advances to employees in the Businessordinary course of business; 8. changed its policies (n) other than inventory and other assets acquired in the ordinary course of business, acquired properties or practices assets, including Equity Interests of another Person, with respect to the payment a value in excess of accounts payable or other current liabilities or the collection of accounts receivable (including any acceleration or delay or deferral of the payment or collection thereof) or failed to maintain the level and quality of its Inventory$250,000, in each case with respect to the Business; 9. amended any of its Governing Documents, or failed to maintain its existence as a limited liability company; 10. adopted any plan of whether through merger, consolidation, reorganizationshare exchange, liquidation, business combination or otherwise; (o) adopted a plan of complete or partial liquidation or dissolution, or filed a petition in bankruptcy under any provisions of federal or state bankruptcy Law, Law or consented to the filing of any bankruptcy petition against it under any similar Law; 11. engaged (p) instituted or settled any material Proceeding; (q) suffered material damage, destruction or loss (whether or not covered by insurance) to its property in excess of $1,000,000; (r) made any transaction or provided any consideration relating to material capital expenditures in excess of $1,000,000; (s) permitted the release, modification, or diminution imposition of any guarantee, Surety Bond, or other obligation of Seller or any Affiliate thereof with respect to in the Business; 12. failed to pay any of its Liabilities when due Liens (other than vendor liabilities which are paid in Permitted Liens) upon the Ordinary Course within 45 to 70 days from invoice date)Acquired Entities’ Real Property or any of the Acquired Entities’ Equity Interests or assets, tangible or intangible; 13. (t) entered into a new line of business or abandoned or discontinued an existing line of business; (u) authorized or entered into any compromise or settlement of Contract to do any Legal Proceeding or any investigation by any Governmental Body, in each case with respect to the Business; 14. failed: (A) to comply with all applicable Laws (including Environmental Permits) in any material respect; (B) to meet all Environmental Requirements; or (C) to hold and maintain in good standing all material Permits (including Environmental Permits) necessary for the conduct of the Business and the ownership of its Purchased Assets; 15. made any filings or registrations with any Governmental Body with respect to the Business, except routine filings and registrations made in the Ordinary Course; 16. written up or down (or failed to write up or down) the value of any Purchased Assets, except in the Ordinary Course, in accordance with GAAP consistently applied; 17. introduced any material change with respect to the Business, including with respect to the products or services it sells, the areas in which such products or services are sold, its methods of manufacturing or distributing its products, the levels of Inventory, equipment, or revenue-earning property that it maintains, its marketing techniques, or its accounting methods; 18. adopted, amended, modified or terminated any Employee Benefit Plan applicable to employees of the Businessforegoing; or 19. entered into any agreements or commitments to do or perform in the future any actions referred to in this Section 2.8 (or disclosed an intent to do so), or v) taken or omitted to take any action that that, if taken following the date hereof, and prior to the Closing Date, would be required constitute a breach of Section 6.1 or would require any consent or approval of Buyers pursuant to be disclosed in any section of the Disclosure ScheduleSection 6.1.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on Schedule 3.10, since the Balance Sheet Date (i) the Company has conducted its business only in Section 2.8 the Ordinary Course of Business and (ii) there has not been any Company Material Adverse Effect. Without limiting the generality of the Disclosure Schedule (arranged in subsections corresponding to the subsections set forth below)foregoing, since the Balance Sheet Date, Seller there has conducted not been, occurred or arisen any: (i) amendments or changes to the Business Organizational Documents of the Company; (ii) capital expenditure or capital commitment by the Company or any in any amount in excess of $10,000 in any individual case or $25,000 in the aggregate; (iii) payment, discharge or satisfaction, in any amount in excess of $10,000 in any individual case or $25,000 in the aggregate, of any claim, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise of the Company), other than payments, discharges or satisfactions in the Ordinary Course and: i. there has not been a Seller Material Adverse Changeof Business; (iv) (i) failure to pay accounts payable when due consistent with prior practice or any delay in payment thereof or any renegotiation thereof, or (ii. there has not been ) change to or deviation from the Company’s cash management practices, in each case except in the Ordinary Course of Business; (v) destruction of, damage to or loss of any damage, destruction or loss, material assets of the Company (whether or not covered by insurance, with respect to the property and assets of Seller used in the Business of more than $25,000 for any single loss or $125,000 the aggregate for any related losses, or any failure to maintain insurance policies unmodified and without interruption; and iii. Seller has not: 1. failed to maintain its assets used in the Business in the same condition as on the Balance Sheet Date (ordinary wear and tear excluded); 2. made (vi) change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by the rate, timing, vesting, or funding of compensation, commission, bonus, or other direct or indirect remuneration payable or paid, or agreed or orally promised to pay, conditionally or otherwise, any bonus, incentive, retention, or other compensation, retirement, welfare, fringe or severance benefit, or vacation pay, to or in respect Company; (vii) revaluation by the Company of any managerof its assets, officer, employee, distributor, including the writing down of the value of inventory or agent writing off of Seller involved in the Business, other than increases in the Ordinary Course in the base wages notes or salaries of employees of Seller other than officers or managers or as required by any employment Contract; 3. hired or terminated any employee or engaged or terminated any independent contractor involved in the Business other than in the Ordinary Course; 4. Breached or waived any Breach or any material right with respect to any Included Contract; 5. canceled, written off, or compromised any debt or claim or amended, canceled, terminated, relinquished, waived, or released any Included Contract or rightaccounts receivable, except in the Ordinary Course and whichof Business; (viii) (i) Distribution, (ii) split, combination or reclassification of any Company Security, or (iii) issuance or authorization of the issuance of any Company Security or any Security Rights in respect of, in lieu of or in substitution for, any of the aggregate, are not material to Sellerforegoing; 6. modified (ix) any (i) increase in the salary or other compensation (of any type or form) payable or to become payable by the Company to any of its pricing and purchasing policies and levels Employees, consultants, contractors, or advisors, or (ii) modification of any existing salary, bonus, commission, severance, equity compensation or other equity arrangements or any other compensatory arrangement with any such Person, or modification or waiver of any of the terms or conditions thereof or the performance or other criteria or condition to payment or earning thereof, or (iii) repricing of any right to acquire Company Securities or any amendment or acceleration or waiver of any vesting terms related to any award of, or award with respect to, any Company Securities held by any such Person, or (iv) declaration, payment, commitment, approval of, or undertaking of an obligation of any other kind for the payment by the Company of a bonus, commission or other additional salary, compensation or Employee benefits to any such Person; (x) other than as contemplated in the Antony Separation Agreement (i) granting of severance or termination or other pay or benefits to any Employee, consultant or contractor or entering into any Contract with respect thereto; (ii) adoption or amendment of any employee benefit plan, change in control agreement or severance plan; or (iii) entering into any employment agreement, extension of any employment offer, payment or Contract to pay any bonus or special remuneration to any Employee; (xi) entry into any Disclosable Contract by the Company or any termination, cancellation, extension, amendment or modification of the terms of any Disclosable Contract (including, with respect to the Businessany termination or cancelation, or entered into, amended, renewed, terminated, or permitted to lapse any Included Contract or transaction with any of its Affiliates, or paid to or received from any Affiliate of Seller any amount; 7. entered into any prepaid transactions outside of the Ordinary Course or otherwise accelerated revenue recognition or the sales for periods prior to the Closing with respect to in the Business; 8. changed its policies or practices with respect to the payment of accounts payable or other current liabilities or the collection of accounts receivable (including any acceleration or delay or deferral of the payment or collection thereof) or failed to maintain the level and quality of its Inventory, in each case with respect to the Business; 9. amended any of its Governing Documents, or failed to maintain its existence as a limited liability company; 10. adopted any plan of merger, consolidation, reorganization, liquidation, or dissolution, or filed a petition in bankruptcy under any provisions of federal or state bankruptcy Law, or consented to the filing of any bankruptcy petition against it under any similar Law; 11. engaged in any transaction or provided any consideration relating to the release, modification, or diminution of any guarantee, Surety Bond, or other obligation of Seller or any Affiliate thereof with respect to in the Business; 12. failed to pay any of its Liabilities when due (other than vendor liabilities which are paid in the Ordinary Course within 45 to 70 days from invoice date); 13. entered into any compromise or settlement of any Legal Proceeding or any investigation by any Governmental Body, in each case with respect to the Business; 14. failed: (A) to comply with all applicable Laws (including Environmental Permits) in any material respect; (B) to meet all Environmental Requirements; or (C) to hold and maintain in good standing all material Permits (including Environmental Permits) necessary for the conduct of the Business and the ownership of its Purchased Assets; 15. made any filings or registrations with any Governmental Body with respect to the Business, except routine filings and registrations made in the Ordinary Course; 16. written up or down (or failed to write up or down) the value of any Purchased Assets, except in the Ordinary Course, in accordance with GAAP consistently applied; 17. introduced any material change with respect to the Business, including with respect to the products or services it sells, the areas in which such products or services are sold, its methods of manufacturing or distributing its products, the levels of Inventory, equipment, or revenue-earning property that it maintains, its marketing techniques, or its accounting methods; 18. adopted, amended, modified or terminated any Employee Benefit Plan applicable to employees of the Business; or 19. entered into any agreements or commitments to do or perform in the future any actions referred to in this Section 2.8 (or disclosed an intent to do so), or taken or omitted to take any action that would be required to be disclosed listed as a Disclosable Contract hereunder if such Contract were in effect on the date hereof) by the Company, or any section waiver, release or assignment of any material rights or claims thereunder, in each case except in the Ordinary Course of Business; (xii) sale, lease, license or other disposition of any of the Disclosure Schedulematerial assets or properties of the Company, or creation of any Lien, other than a Permitted Lien, in such assets or properties; (xiii) loan by the Company to any Person, incurrence by the Company or of any Indebtedness, draw-down of, increase in, repayment of, or amendment of the terms of any Indebtedness, guarantee by the Company of any Indebtedness, issuance or sale of any debt securities of the Company or purchase of or guaranteeing of any debt securities of others, except for advances to Employees for travel and business expenses in the Ordinary Course of Business; (xiv) waiver or release of any right or claim of the Company; (xv) commencement, or to the Company’s Knowledge, notice or threat of commencement, of any lawsuit, claim or proceeding against or investigation of the Company or its affairs, or commencement of any litigation by the Company, or settlement of any lawsuit, claim, proceeding or investigation (regardless of the party initiating the same); (xvi) (A) transfer, sale or abandonment by the Company of any rights to the Company Intellectual Property or the entering into of any license agreement, distribution agreement, security agreement, assignment or other conveyance, or option for any of the foregoing, with respect to the Company Intellectual Property with any Person, (B) purchase or other acquisition of any Intellectual Property or the entering into of any license agreement, distribution agreement, security agreement, assignment or other conveyance, or option for any of the foregoing, with respect to the Intellectual Property of any Person (other than off-the-shelf shrink wrap, click through or similar licenses for commercially available software, in each case with no material recurring license fee), or (C) entering into, or amendment of, any Contract with respect to the development of any Intellectual Property with a third Person; (xvii) entering into of any Contract, or modification to any Contract, pursuant to which any Person was granted sales, marketing, distribution, development, manufacturing or similar rights of any type or scope with respect to any products or potential product of the Company; (xviii) event, occurrence, change, effect or condition of any character that, individually or in the aggregate, has had or reasonably would be expected to have a Company Material Adverse Effect; (xix) voluntary prepayment or other non-mandatory payment of, or in respect of, any Indebtedness or any Lien; or (xx) Contract by the Company, or any Employees thereof, to do any of the things described in the preceding clauses (i) through (xix) (other than negotiations with the Parent and its representatives regarding the Transactions).

Absence of Certain Developments. Except Since January 1, 2012, other than as set forth in Section 2.8 on Schedule 3.10, none of the Disclosure Transferred Companies has taken any of the following actions: (a) entered into, amended or terminated any Material Contract (other than as already disclosed on (including any Material Contract disclosed on) Schedule 3.12); (arranged b) made any Investments in subsections corresponding any third Person (other than a Subsidiary existing at the date of this Agreement) or taken any steps to the subsections set forth below)incorporate any Subsidiary; (c) made or granted any bonus or any wage or salary increase to any employee or group of employees (except (i) as required by any pre-existing contracts described on Schedule 3.12 or any existing employee benefit plan, since the Balance Sheet Date, Seller has conducted the Business (ii) in the Ordinary Course and: i. there has not been a Seller Material Adverse Change; ii. there has not been any damage, destruction or loss, whether or not covered by insurance, with respect of Business to the property and assets of Seller used in the Business of more employees whose annual compensation is less than $25,000 for any single loss or $125,000 the aggregate for any related losses60,000 and (iii) raises effective January 1, or any failure 2012 granted to maintain insurance policies unmodified and without interruption; and iii. Seller has not: 1. failed to maintain its assets used in the Business in the same condition as on the Balance Sheet Date (ordinary wear and tear excluded); 2. made any change in the rate, timing, vesting, or funding of compensation, commission, bonus, or other direct or indirect remuneration payable or paid, or agreed or orally promised to pay, conditionally or otherwise, any bonus, incentive, retention, or other compensation, retirement, welfare, fringe or severance benefit, or vacation pay, to or in respect of any manager, officer, employee, distributor, or agent of Seller involved in the Business, other than increases employees in the Ordinary Course of Business), or amended or terminated any existing employee benefit plan or arrangement or adopted any new employee benefit plan or arrangement or entered into, amended or terminated any collective bargaining agreement or other employment agreement; (d) implemented any facility closing or other layoff of employees that would reasonably be expected to result in a liability in excess of $100,000; (e) issued any capital stock or other equity securities or any securities or rights convertible, exchangeable or exercisable into any capital stock or other equity securities; (f) redeemed, purchased or otherwise acquired directly or indirectly any of their issued and outstanding capital stock, or any outstanding rights or securities exercisable or exchangeable for or convertible into their capital stock or other equity securities; (g) amended their articles of incorporation, by-laws or other organizational documents or issued or agreed to issue any capital stock or any rights or options to acquire, or securities convertible into or exchangeable for, any of their capital stock; (h) engaged in any transaction or entered into any contract with any officer, director, stockholder or other insider or Affiliate of the Transferred Companies, other than compensation arrangements permitted by clause (c) above and sales of inventory or other products or materials in the base wages Ordinary Course of Business; (i) executed any Guaranty, issue any notes, bonds or salaries other debt securities or otherwise incur or create any material Indebtedness; (j) canceled, for less than full consideration, any debts or claims owing to the Transferred Companies or waived any rights the Transferred Companies may enforce against third parties, in each case with a value in excess of employees $75,000 in the aggregate; (k) purchased, sold, assigned, transferred, licensed, leased, dispose of Seller or otherwise encumbered (other than officers Permitted Encumbrances) any material property or managers assets (other than the purchase and sale of inventory and capital equipment in the Ordinary Course of Business); (l) made any material change in any method of accounting or accounting policies other than as required by any employment ContractGAAP; 3. hired (m) made any commitment for capital expenditures, individually or terminated any employee or engaged or terminated any independent contractor involved in the Business aggregate, in excess of $50,000 (other than capital expenditures contemplated by the current capital expenditure summary made available to Buyers); (n) disclosed any Confidential Information to any Person (other than to Buyers and their Affiliates and other than in the Ordinary Course; 4. Breached or waived any Breach or any material right with respect to any Included Contract; 5. canceled, written offCourse of Business), or compromised any debt or claim or amended, canceled, terminated, relinquished, waived, or released any Included Contract or right, except in the Ordinary Course and which, in the aggregate, are not material to Seller; 6. modified its pricing and purchasing policies and levels with respect to the Business, or entered into, amended, renewed, terminated, abandoned or permitted to lapse any Included Contract or transaction with any of its Affiliates, or paid to or received from any Affiliate of Seller any amount; 7. entered into any prepaid transactions outside of the Ordinary Course or otherwise accelerated revenue recognition or the sales for periods prior to the Closing with respect to in the Business; 8. changed its policies or practices with respect to the payment of accounts payable or other current liabilities or the collection of accounts receivable (including any acceleration or delay or deferral of the payment or collection thereof) or failed to maintain the level and quality of its Inventory, in each case with respect to the Business; 9. amended any of its Governing Documents, or failed to maintain its existence as a limited liability company; 10. adopted any plan of merger, consolidation, reorganization, liquidation, or dissolution, registered or filed a petition in bankruptcy under any provisions of federal or state bankruptcy Law, or consented to Intellectual Property owned by the filing of any bankruptcy petition against it under any similar Law; 11. engaged in any transaction or provided any consideration relating to the release, modification, or diminution of any guarantee, Surety Bond, or other obligation of Seller or any Affiliate thereof with respect to in the Business; 12. failed to pay any of its Liabilities when due (other than vendor liabilities which are paid in the Ordinary Course within 45 to 70 days from invoice date); 13. entered into any compromise or settlement of any Legal Proceeding or any investigation by any Governmental Body, in each case with respect to the Business; 14. failed: (A) to comply with all applicable Laws (including Environmental Permits) in any material respect; (B) to meet all Environmental Requirements; or (C) to hold and maintain in good standing all material Permits (including Environmental Permits) necessary for the conduct of the Business and the ownership of its Purchased Assets; 15. made any filings or registrations with any Governmental Body with respect to the Business, except routine filings and registrations made in the Ordinary Course; 16. written up or down (or failed to write up or down) the value of any Purchased Assets, except in the Ordinary Course, in accordance with GAAP consistently applied; 17. introduced any material change with respect to the Business, including with respect to the products or services it sells, the areas in which such products or services are sold, its methods of manufacturing or distributing its products, the levels of Inventory, equipment, or revenue-earning property that it maintains, its marketing techniques, or its accounting methods; 18. adopted, amended, modified or terminated any Employee Benefit Plan applicable to employees of the BusinessTransferred Companies; or 19. entered into any agreements (o) agreed, whether orally or commitments in writing, to do or perform in the future any actions referred to in this Section 2.8 (or disclosed an intent to do so), or taken or omitted to take any action that would be required to be disclosed in any section of the Disclosure Scheduleforegoing.

Absence of Certain Developments. Except for the transactions contemplated by this Agreement, since June 30, 2016 or as set forth in Section 2.8 Schedule 3.10: (i) there has not been any development, change, effect, event, occurrence or circumstance (“Developments”) or combination of the Disclosure Schedule Developments affecting TangenX or its business, condition (arranged in subsections corresponding to the subsections set forth belowfinancial or other), since the Balance Sheet Dateoperations, Seller results of operations, assets, properties or Liabilities that has had, or is likely to have, a material adverse effect; and/or (ii) TangenX has conducted the Business in the Ordinary Course andof Business and has not: i. there has not been (a) declared, set aside or paid a Seller Material Adverse Changedividend or made any other distribution with respect to any class of capital stock of TangenX; ii. there has not been (b) changed accounting methods or practices (including, without limitation, any change in depreciation, amortization or cost accounting policies or rates), or changed its cash management policies, pricing, collection or payment policies, including by accelerating the collection of accounts receivables or delaying the payment of accounts payable outside the Ordinary Course of Business; (c) hired any Person, entered into any employment contract, or Benefit Plan, written or oral, or entered into any other agreement relating to providing management and operating personnel; (d) granted to any current or former director, officer or employee of TangenX any increase in wages or bonus, severance, profit sharing, retirement, deferred compensation, insurance or other compensation or benefits; (e) terminated the employment, changed the title, office or position, or materially reduced the responsibilities of any officer, senior manager or key employee of TangenX; (f) made any change or amendment in its Articles of Organization or bylaws; (g) issued or sold any securities, acquired, directly or indirectly, by redemption or otherwise, any securities, or granted or entered into any options, warrants, calls or commitments of any kind with respect thereto; (h) made any capital expenditure exceeding $25,000; (i) made or changed any material Tax election, filed any amended Tax Return, entered into any agreement (including, without limitation, a closing agreement) with respect to Taxes, surrendered any right to claim a refund of Taxes, consented to any extension or waiver of the limitations period applicable to any Tax claim or assessment, adopted or changed any accounting methods, practices or periods for Tax purposes, made or requested any Tax ruling, entered into any Tax sharing or similar agreement or arrangement, entered into any transactions giving rise to a deferred gain or loss, or settled any Tax claim or assessment; (j) incurred any obligations for Indebtedness; (k) transferred, leased, assigned, sold or otherwise disposed of any asset which is material to TangenX, or transferred, assigned or granted any license or sublicense with respect to any Intellectual Property; (l) acquired by merger or consolidation with, or by purchase of a substantial portion of the assets, stock or equity interests of, or by any other manner, any business or any Person or any division thereof; (m) suffered any damage, destruction or loss, loss (whether or not covered by insurance, with respect ) to the its property and assets resulting in Liabilities in excess of Seller used in the Business of more than $25,000 for any single loss or $125,000 the aggregate for any related losses, or any failure to maintain insurance policies unmodified and without interruption; and iii. Seller has not: 1. failed to maintain its assets used in the Business in the same condition as on the Balance Sheet Date (ordinary wear and tear excluded)10,000; 2. made any change in the rate, timing, vesting, or funding of compensation, commission, bonus, or other direct or indirect remuneration payable or paid, or agreed or orally promised to pay, conditionally or otherwise, any bonus, incentive, retention, or other compensation, retirement, welfare, fringe or severance benefit, or vacation pay, to or in respect of any manager, officer, employee, distributor, or agent of Seller involved in the Business, other than increases in the Ordinary Course in the base wages or salaries of employees of Seller other than officers or managers or as required by any employment Contract; 3. hired or terminated any employee or engaged or terminated any independent contractor involved in the Business other than in the Ordinary Course; 4. Breached or waived any Breach or any material right with respect to any Included Contract; 5. canceled, written off, or compromised any debt or claim or amended, canceled, (n) terminated, relinquished, waived, or released any Included Contract or right, except in the Ordinary Course and which, in the aggregate, are not material to Seller; 6. modified its pricing and purchasing policies and levels with respect to the Business, amended or entered into, amendedor waived a material right under, renewed, terminateda Contract, or permitted to lapse any Included Contract or transaction with any of its Affiliates, or paid to or received from any Affiliate of Seller any amount; 7. entered into any prepaid transactions outside of the Ordinary Course Contract with a Related Person; and/or (o) agreed, whether in writing or otherwise accelerated revenue recognition or the sales for periods prior to the Closing with respect to in the Business; 8. changed its policies or practices with respect to the payment of accounts payable or other current liabilities or the collection of accounts receivable (including any acceleration or delay or deferral of the payment or collection thereof) or failed to maintain the level and quality of its Inventoryotherwise, in each case with respect to the Business; 9. amended any of its Governing Documents, or failed to maintain its existence as a limited liability company; 10. adopted any plan of merger, consolidation, reorganization, liquidation, or dissolution, or filed a petition in bankruptcy under any provisions of federal or state bankruptcy Law, or consented to the filing of any bankruptcy petition against it under any similar Law; 11. engaged in any transaction or provided any consideration relating to the release, modification, or diminution of any guarantee, Surety Bond, or other obligation of Seller or any Affiliate thereof with respect to in the Business; 12. failed to pay any of its Liabilities when due (other than vendor liabilities which are paid in the Ordinary Course within 45 to 70 days from invoice date); 13. entered into any compromise or settlement of any Legal Proceeding or any investigation by any Governmental Body, in each case with respect to the Business; 14. failed: (A) to comply with all applicable Laws (including Environmental Permits) in any material respect; (B) to meet all Environmental Requirements; or (C) to hold and maintain in good standing all material Permits (including Environmental Permits) necessary for the conduct of the Business and the ownership of its Purchased Assets; 15. made any filings or registrations with any Governmental Body with respect to the Business, except routine filings and registrations made in the Ordinary Course; 16. written up or down (or failed to write up or down) the value of any Purchased Assets, except in the Ordinary Course, in accordance with GAAP consistently applied; 17. introduced any material change with respect to the Business, including with respect to the products or services it sells, the areas in which such products or services are sold, its methods of manufacturing or distributing its products, the levels of Inventory, equipment, or revenue-earning property that it maintains, its marketing techniques, or its accounting methods; 18. adopted, amended, modified or terminated any Employee Benefit Plan applicable to employees of the Business; or 19. entered into any agreements or commitments to do or perform in the future any actions referred to in this Section 2.8 (or disclosed an intent commit to do so), or taken or omitted to take effect any action that would be required to be disclosed in any section of the Disclosure Schedule.foregoing except as otherwise required under this Agreement

Absence of Certain Developments. Except as set forth in Section 2.8 of the Disclosure Schedule (arranged in subsections corresponding to the subsections set forth below)on EXHIBIT 4.9, since the date of the Latest Balance Sheet DateSheet, Seller has conducted the Business its business only in the Ordinary Course andof Business, and Seller has not: i. there has not been a Seller Material Adverse Change4.9.1 discharged or satisfied any Lien or encumbrance or paid any obligation or liability, other than current liabilities paid in the Ordinary Course of Business, or canceled, compromised, waived or released any right or claim; ii. there has not been 4.9.2 sold, assigned, licensed or transferred any of its assets having a fair market value in excess of $10,000 individually or in the aggregate (including to any employees or Affiliates of Seller), except for dispositions of assets in the Ordinary Course of Business to Persons, or mortgaged, pledged or subjected them to any Lien, except for Permitted Liens, or canceled without fair consideration any debts or claims owing to or held by it in excess of $10,000 individually or in the aggregate; 4.9.3 sold, assigned, transferred, abandoned or permitted to lapse any material Government Licenses or any of the Proprietary Rights or other intangible assets, or disclosed any proprietary confidential information to any Person or granted any license or sublicense, or otherwise permitted the use, of any rights under or with respect to any Proprietary Rights; 4.9.4 made or granted any bonus (in excess of the lesser of $5,000 and 5% of salary) or any wage or salary increase (in excess of the lesser of 5% of previous wage or salary and $5,000) to any employee, officer or director, or made any other material change in employment terms for any employee, officer or director; 4.9.5 made or granted any increase in, or materially amended or terminated, any existing plan, program, policy or arrangement, including any Plan (as defined in Section 4.19.1), employee benefit plan or arrangement or adopted any new employee benefit plan or arrangement, or materially amended or renegotiated any existing collective bargaining agreement or entered into any new collective bargaining agreement or multiemployer plan; 4.9.6 made any capital expenditures or commitments therefor such that the aggregate outstanding amount of unpaid obligations and commitments with respect thereto shall comprise in excess of $100,000 on the Closing Date; 4.9.7 made any loans or advances to, or guarantees for the benefit of or entered into, amended or terminated any lease, contract, agreement or commitment, or taken any other action or entered into any other transaction with, any of the officers, directors, employees or Affiliates of Seller, except for the transactions contemplated by this Agreement; 4.9.8 suffered any extraordinary or material loss, damage, destruction or casualty loss, whether or not covered by insurance, with respect to the property or waived any material rights, whether or not covered by insurance and assets of Seller used in the Business of more than $25,000 for any single loss whether or $125,000 the aggregate for any related losses, or any failure to maintain insurance policies unmodified and without interruption; and iii. Seller has not: 1. failed to maintain its assets used in the Business in the same condition as on the Balance Sheet Date (ordinary wear and tear excluded); 2. made any change in the rate, timing, vesting, or funding of compensation, commission, bonus, or other direct or indirect remuneration payable or paid, or agreed or orally promised to pay, conditionally or otherwise, any bonus, incentive, retention, or other compensation, retirement, welfare, fringe or severance benefit, or vacation pay, to or in respect of any manager, officer, employee, distributor, or agent of Seller involved in the Business, other than increases not in the Ordinary Course of Business; 4.9.9 received notification or gained knowledge that any of Seller's 10 largest customers (based on net revenues for the twelve months ended December 31, 1996) or suppliers will stop or generally decrease the rate of business done with the Seller; 4.9.10 suffered any destruction of Seller's books and records; 4.9.11 issued or sold any notes, bonds or other debt securities or any equity securities or any securities convertible, exchangeable or exercisable into any equity securities or warrants, options or other rights to acquire equity securities; 4.9.12 borrowed any amount or incurred or become subject to any liabilities in excess of $10,000 individually or in the base wages or salaries of employees of Seller other than officers or managers or as required by any employment Contract; 3. hired or terminated any employee or engaged or terminated any independent contractor involved in the Business other than in the Ordinary Course; 4. Breached or waived any Breach or any material right with respect to any Included Contract; 5. canceled, written off, or compromised any debt or claim or amended, canceled, terminated, relinquished, waived, or released any Included Contract or rightaggregate, except for current liabilities incurred in the Ordinary Course and whichof Business; 4.9.13 declared, set aside or paid any dividend or distribution of cash or other property to shareholders of the Seller with respect to its stock or purchased, redeemed or otherwise acquired any shares of its capital stock or any warrants, options or other rights to acquire its stock, or made any other payments to the shareholders of the Seller; 4.9.14 made any charitable or other capital contribution or agreed or pledged to make any charitable or other capital contribution in excess of $10,000, either individually or in the aggregate, are not material to Seller; 6. modified its pricing and purchasing policies and levels with respect to the Business4.9.15 made any capital investment in, any loan to, or entered intoany acquisition of the securities or assets of, amended, renewed, terminated, or permitted to lapse any Included Contract or transaction with any of its Affiliates, or paid to or received from any Affiliate of Seller any amountother Person; 7. 4.9.16 entered into any prepaid transactions outside of the Ordinary Course or otherwise accelerated revenue recognition or the sales for periods prior to the Closing with respect to in the Business; 8. changed its policies or practices with respect to the payment of accounts payable or other current liabilities or the collection of accounts receivable (including any acceleration or delay or deferral of the payment or collection thereof) or failed to maintain the level and quality of its Inventory, in each case with respect to the Business; 9. amended any of its Governing Documents, or failed to maintain its existence as a limited liability company; 10. adopted any plan of merger, consolidation, reorganization, liquidation, or dissolution, or filed a petition in bankruptcy under any provisions of federal or state bankruptcy Law, or consented to the filing of any bankruptcy petition against it under any similar Law; 11. engaged in any single transaction or provided any consideration relating to the release, modification, or diminution series of any guarantee, Surety Bond, or other obligation of Seller or any Affiliate thereof with respect to in the Business; 12. failed to pay any of its Liabilities when due (other than vendor liabilities which are paid related transactions in the Ordinary Course within 45 to 70 days from invoice date); 13. entered into any compromise or settlement of any Legal Proceeding or any investigation Business with commitments by any Governmental Body, such Seller in each case with respect to the Business; 14. failed: (A) to comply with all applicable Laws (including Environmental Permits) in any material respect; (B) to meet all Environmental Requirements; or (C) to hold and maintain in good standing all material Permits (including Environmental Permits) necessary for the conduct of the Business and the ownership of its Purchased Assets; 15. made any filings or registrations with any Governmental Body with respect to the Business, except routine filings and registrations made in the Ordinary Course; 16. written up or down (or failed to write up or down) the value of any Purchased Assets, except in the Ordinary Course, in accordance with GAAP consistently applied; 17. introduced any material change with respect to the Business, including with respect to the products or services it sells, the areas in which such products or services are sold, its methods of manufacturing or distributing its products, the levels of Inventory, equipment, or revenue-earning property that it maintains, its marketing techniques, or its accounting methods; 18. adopted, amended, modified or terminated any Employee Benefit Plan applicable to employees of the Business; or 19. entered into any agreements or commitments to do or perform in the future any actions referred to in this Section 2.8 (or disclosed an intent to do so), or taken or omitted to take any action that would be required to be disclosed in any section of the Disclosure Schedule.excess

Absence of Certain Developments. Except as set forth in Section 2.8 of on the Disclosure Schedule (arranged in subsections corresponding to the subsections set forth below)attached Developments Schedule, since the Balance Sheet DateSeptember 30, 2004, Seller has conducted not with respect to Designs, the Business Business, the Purchased Assets, and the Assumed Liabilities: (a) paid trade or account payables other than in the Ordinary Course and: i. there has not been a Seller Material Adverse Changeof Business or, delayed or postponed the payment of any trade or accounts payable or commissions or any other liability or litigation or agreed or negotiated with any party to extend the payment date of any trade or accounts payable or commission or any other liability or obligation or accelerated the collection of (or discounted) any accounts or notes receivable (whether billed or unbilled) or any deferred revenue or taken any actions or omitted to take any actions with the intent or the purpose of increasing the Net Inventory or the accounts payable as of the Closing; ii. there has (b) delayed cutting any checks; (c) except in connection with the physical count of Net Inventory conducted by Regis Corporation on or about the Closing Date, altered its methods of allocating inventory and other assets between its retail locations and/or the Warehouse, other than in the Ordinary Course of Business, otherwise moved or transferred its inventory and other assets between its retail locations and/or the Warehouse; (d) paid any obligation or liability (other than in the Ordinary Course of Business); (e) sold, leased, assigned or transferred any of its tangible assets (including the Purchased Assets), except in the Ordinary Course of Business, or canceled without fair consideration any debts or claims owing to or held by it; (f) sold, assigned, licensed, sublicensed, transferred or encumbered any Proprietary Rights or other intangible assets, disclosed any proprietary Confidential Information to any Person (other than Buyer and Buyer’s representatives, agents, attorneys and accountants), or abandoned or permitted to lapse any of the Proprietary Rights; (g) made or granted any bonus or any wage or salary increase to any employee or group of employees (except as required by pre-existing contracts or, in the case of non-officer employees, consistent with past practice), 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; (h) incurred any Indebtedness or incurred or become subject to any material liability, except current liabilities incurred in the Ordinary Course of Business and liabilities under contracts entered into in the Ordinary Course of Business; (i) suffered any extraordinary Losses or waived any rights of material value, whether or not been in the Ordinary Course of Business; (j) suffered any damage, destruction or losscasualty loss to its tangible assets (including the Purchased Assets) in excess of $25,000, whether or not covered by insurance, with respect to the property and assets of Seller used in the Business of more than $25,000 for any single loss or $125,000 the aggregate for any related losses, or any failure to maintain insurance policies unmodified and without interruption; and iii. Seller has not: 1. failed to maintain its assets used in the Business in the same condition as on the Balance Sheet Date (ordinary wear and tear excluded); 2. (k) made any capital expenditures or commitments therefore that aggregate in excess of $50,000; (l) made any change in any method of accounting or accounting policies, other than those required by generally accepted accounting principles which have been disclosed in writing to Buyer; (m) engaged in any activity that has or would reasonably be expected to have the rate, timing, vesting, effect of accelerating to pre-Closing periods sales that otherwise would be expected to occur in post-Closing periods (n) instituted or funding permitted any material change in the conduct of compensation, commission, bonus, Designs or other direct or indirect remuneration payable or paid, or agreed or orally promised to pay, conditionally or otherwise, any bonus, incentive, retention, or other compensation, retirement, welfare, fringe or severance benefit, or vacation pay, to or in respect of any manager, officer, employee, distributor, or agent of Seller involved in the Business, other than increases or any change in the Ordinary Course in the base wages its method of purchase, sale, lease, management, marketing, promotion or salaries of employees of Seller other than officers or managers or as required by any employment Contractoperation; 3. hired (o) entered into, amended or terminated any employee material contract or engaged any government license or terminated permit or taken any independent contractor involved in the Business other action or entered into any other transaction other than in the Ordinary Course;Course of Business; or 4. Breached (p) entered into any other material transaction, whether or waived any Breach or any material right with respect to any Included Contract; 5. canceled, written off, or compromised any debt or claim or amended, canceled, terminated, relinquished, waived, or released any Included Contract or right, except not in the Ordinary Course and which, in the aggregate, are not material to Seller; 6. modified its pricing and purchasing policies and levels with respect to the of Business, or entered into, amended, renewed, terminated, or permitted to lapse materially changed any Included Contract or transaction with any of its Affiliates, or paid to or received from any Affiliate of Seller any amount; 7. entered into any prepaid transactions outside of the Ordinary Course or otherwise accelerated revenue recognition or the sales for periods prior to the Closing with respect to in the Business; 8. changed its policies or practices with respect to the payment of accounts payable or other current liabilities or the collection of accounts receivable (including any acceleration or delay or deferral of the payment or collection thereof) or failed to maintain the level and quality of its Inventory, in each case with respect to the Business; 9. amended any of its Governing Documents, or failed to maintain its existence as a limited liability company; 10. adopted any plan of merger, consolidation, reorganization, liquidation, or dissolution, or filed a petition in bankruptcy under any provisions of federal or state bankruptcy Law, or consented to the filing of any bankruptcy petition against it under any similar Law; 11. engaged in any transaction or provided any consideration relating to the release, modification, or diminution of any guarantee, Surety Bond, or other obligation of Seller or any Affiliate thereof with respect to in the Business; 12. failed to pay any of its Liabilities when due (other than vendor liabilities which are paid in the Ordinary Course within 45 to 70 days from invoice date); 13. entered into any compromise or settlement of any Legal Proceeding or any investigation by any Governmental Body, in each case with respect to the Business; 14. failed: (A) to comply with all applicable Laws (including Environmental Permits) in any material respect; (B) to meet all Environmental Requirements; or (C) to hold and maintain in good standing all material Permits (including Environmental Permits) necessary for the conduct of the Business and the ownership of its Purchased Assets; 15. made any filings or registrations with any Governmental Body with respect to the Business, except routine filings and registrations made in the Ordinary Course; 16. written up or down (or failed to write up or down) the value of any Purchased Assets, except in the Ordinary Course, in accordance with GAAP consistently applied; 17. introduced any material change with respect to the Business, including with respect to the products or services it sells, the areas in which such products or services are sold, its methods of manufacturing or distributing its products, the levels of Inventory, equipment, or revenue-earning property that it maintains, its marketing techniques, or its accounting methods; 18. adopted, amended, modified or terminated any Employee Benefit Plan applicable to employees of the Business; or 19. entered into any agreements or commitments to do or perform in the future any actions referred to in this Section 2.8 (or disclosed an intent to do so), or taken or omitted to take any action that would be required to be disclosed in any section of the Disclosure Schedulebusiness practice.

Absence of Certain Developments. Except as otherwise contemplated by this Agreement or as set forth in Section 2.8 3(h) of the Disclosure Schedule (arranged in subsections corresponding to the subsections set forth below)Schedule, since the Balance Sheet DateMost Recent Financial Statements, Seller the Company has conducted the Business been operated in the Ordinary Course andof Business and the Company has not: i. there has not been a Seller Material Adverse Change(i) borrowed any material amount or incurred any material liabilities affecting the Purchased Assets; (ii. there has not been ) mortgaged, pledged or subjected to any Lien, any Purchased Assets, except for Permitted Liens; (iii) sold, assigned, transferred or to the Company’s knowledge permitted the lapse of any right relating to any of the Purchased Assets; (iv) made any capital expenditures or commitments therefor in excess of $25,000 in the aggregate or failed to make any material budgeted capital expense concerning the Purchased Assets; (v) suffered any theft, damage, destruction or loss, whether or casualty loss to the Purchased Assets in excess of $5,000 not covered by insurance, with respect to the property and assets of Seller used ; (vi) granted any increase in the Business of more than $25,000 for any single loss salaries, compensation or $125,000 the aggregate for any related losses, or any failure to maintain insurance policies unmodified and without interruption; and iii. Seller has not: 1. failed to maintain its assets used in the Business in the same condition as on the Balance Sheet Date (ordinary wear and tear excluded); 2. made any change in the rate, timing, vesting, or funding of compensation, commission, bonus, or other direct or indirect remuneration payable or paid, or agreed or orally promised to pay, conditionally or otherwise, any bonus, incentive, retention, or other compensation, retirement, welfare, fringe or severance benefit, or vacation pay, to or in respect benefits of any manager, officer, employee, distributor, or agent of Seller involved in the Business, other than its employees except increases in the Ordinary Course in the base wages or salaries of employees of Seller other than officers or managers or as required by any employment ContractBusiness; 3. hired (vii) acquired any capital stock, equity interests or terminated assets of any employee or engaged or terminated any independent contractor involved in the Business other than Person except assets acquired in the Ordinary CourseCourse of Business; 4. Breached (viii) made any change in its accounting principles or waived any Breach or any material right with respect to any Included Contract; 5. canceledTax elections, written off, up or compromised written down any debt or claim or amended, canceled, terminated, relinquished, waived, or released any Included Contract or right, inventory (except in the Ordinary Course and whichof Business), or materially increased or decreased any accounting reserves, except as set forth in Section 3(h) of the aggregate, are not material to SellerDisclosure Schedule; 6. modified its pricing and purchasing policies and levels with respect to (ix) amended the Businessarticles of incorporation, bylaws, or entered into, amended, renewed, terminated, or permitted to lapse any Included Contract or transaction with any other similar organizational documents of its Affiliates, or paid to or received from any Affiliate of Seller any amountthe Company; 7. entered into any prepaid transactions outside of the Ordinary Course or otherwise accelerated revenue recognition or the sales for periods prior to the Closing with respect to in the Business; 8. changed its policies or practices with respect to the payment of accounts payable or other current liabilities or the collection of accounts receivable (including any acceleration or delay or deferral of the payment or collection thereofx) or failed to maintain the level and quality of its Inventory, in each case with respect to the Business; 9. amended any of its Governing Documents, or failed to maintain its existence as adopted a limited liability company; 10. adopted any plan of complete or partial liquidation or authorized any liquidation, dissolution, merger, consolidation, reorganizationrestructuring, liquidationrecapitalization or other similar transaction; (xi) entered into any lease of personal property or any renewals of the existing leases that are being assumed by Buyer involving a term of more than one year or rental obligation exceeding $10,000 per year in any single case, or dissolution, or filed a petition in bankruptcy under any provisions of federal or state bankruptcy Law, or consented to the filing of any bankruptcy petition against it under any similar Law; 11. engaged in any transaction or provided any consideration relating to the release, modification, or diminution of any guarantee, Surety Bond, or other obligation of Seller or any Affiliate thereof with respect to exceeding $25,000 per year in the aggregate in all such cases, outside the Ordinary Course of Business; 12. failed to pay (xii) taken any of its Liabilities when due (other than vendor liabilities which are paid in the Ordinary Course within 45 to 70 days from invoice date); 13. entered into any compromise or settlement of any Legal Proceeding or any investigation by any Governmental Body, in each case with respect to the Business; 14. failed: (A) to comply with all applicable Laws (including Environmental Permits) in any material respect; (B) to meet all Environmental Requirements; or (C) to hold and maintain in good standing all material Permits (including Environmental Permits) necessary for the conduct of the Business and the ownership of its Purchased Assets; 15. made any filings or registrations with any Governmental Body with respect to the Business, except routine filings and registrations made in the Ordinary Course; 16. written up or down (action or failed to write up or down) the value of any Purchased Assets, except in the Ordinary Course, in accordance with GAAP consistently applied; 17. introduced any material change with respect to the Business, including with respect to the products or services it sells, the areas in which such products or services are sold, its methods of manufacturing or distributing its products, the levels of Inventory, equipment, or revenue-earning property that it maintains, its marketing techniques, or its accounting methods; 18. adopted, amended, modified or terminated any Employee Benefit Plan applicable to employees of the Business; or 19. entered into any agreements or commitments to do or perform in the future any actions referred to in this Section 2.8 (or disclosed an intent to do so), or taken or omitted to take any action that would be required to be disclosed results in the creation of any section Lien over the Purchased Assets; (xiii) waived, released or canceled any material claims against any customers; or (xiv) experienced any current customer warranty claims in excess of the Disclosure Schedule$500, other than as scheduled herein.

Absence of Certain Developments. Except as set forth in Section 2.8 of the Disclosure Schedule (arranged in subsections corresponding to the subsections set forth below)3.7, since the Balance Sheet DateJanuary 1, Seller has conducted the Business in the Ordinary Course and: i. there has not been a Seller Material Adverse Change; ii. 2004 there has not been any damageMaterial Adverse Effect and the Company has conducted its business in the ordinary and usual course consistent with past practices. Without limiting the generality of the foregoing, destruction and except as set forth in Schedule 3.7, during the period beginning on January 1, 2004 and ending on the date hereof: (a) neither the Company nor any of its Subsidiaries has incurred Funded Indebtedness in aggregate amounts in excess of $50,000; (b) neither the Company nor any of its Subsidiaries has made any acquisition (by merger, consolidation, or lossacquisition of stock or assets or otherwise) of any other Person; (c) neither the Company nor any of its Subsidiaries has created or permitted the creation of any Lien, whether other than Permitted Liens, on any of its assets, tangible or not covered by intangible; (d) except for sales to customers of the Company's products and services in the ordinary course of business, neither the Company nor any of its Subsidiaries has sold, assigned or transferred any of its material tangible assets; (e) neither the Company nor any of its Subsidiaries has (i) entered into or amended any written employment or severance or similar agreement with any employee or any collective bargaining agreement, (ii) adopted or amended, or materially increased the payments to or benefits under, any profit sharing, bonus, thrift, stock option plan, deferred compensation, savings, insurance, restricted stock, pension, retirement, or other employee benefit plan for or with respect any of its directors, officers or employees, (iii) granted any increase in compensation payable or to become payable or the property and assets of Seller used in the Business benefits provided to its directors or officers other than any increases of more than 3% to any individual whose compensation is in excess of $25,000 for any single loss or $125,000 the aggregate for any related losses75,000 per year, or any failure to maintain insurance policies unmodified and without interruption; and iii. Seller has not: 1. failed to maintain its assets used in the Business in the same condition as on the Balance Sheet Date (ordinary wear and tear excluded); 2. made any change in the rateiv) granted, timing, vesting, or funding of compensation, commission, bonus, or other direct or indirect remuneration payable or paid, or agreed or orally promised to pay, conditionally or otherwise, any bonus, incentive, retention, or other compensation, retirement, welfare, fringe or severance benefit, or vacation pay, to or in respect of any manager, officer, employee, distributor, or agent of Seller involved in the Business, other than increases in the Ordinary Course in the base wages or salaries of employees of Seller other than officers or managers or as required by any employment Contract; 3. hired or terminated any employee or engaged or terminated any independent contractor involved in the Business other than in the Ordinary Courseordinary course of business, any increase in compensation payable or to become payable to its employees (other than officers); 4. Breached (f) neither the Company nor any of its Subsidiaries has issued or granted any credits, rebates or similar discounts or offsets with respect to services previously rendered or products previously sold other than in the ordinary course of business; (g) neither the Company nor any of its Subsidiaries has (i) made or changed any Tax election or (ii) made any material change in any method of accounting or accounting practice used by it, other than any such changes required by GAAP; (h) there has not been any material casualty, loss, damage or destruction not covered by insurance which has materially, adversely affected the properties of the Company and its Subsidiaries; (i) neither the Company nor any Subsidiary has made any capital expenditure or commitment in excess of $50,000 for additions to property, plant and equipment; (j) neither the Company nor any Subsidiary has forgiven, canceled or waived any Breach or material rights under any material right with respect to any Included Contract; 5. canceled, written off, or compromised any debt or claim by the Company or amendedthe applicable Subsidiary other than in the ordinary course of business; (k) other than in connection with the exercise of options, canceledneither the Company nor any Subsidiary has issued, sold or otherwise disposed of any debenture, note, stock, or equity interest or modified or amended any right of any holder thereof; (l) neither the Company nor any Subsidiary has terminated, relinquished, waived, or released any Included Contract or right, except in the Ordinary Course and which, in the aggregate, are not material to Seller; 6. modified its pricing and purchasing policies and levels with respect to the Business, or entered into, amended, renewed, terminateddisposed of, or permitted to lapse lapse, any Included Contract material license or transaction with permit; and (m) there has not been any amendment to the Certificate of Incorporation or By-laws of the Company or any of its Affiliates, or paid to or received from any Affiliate of Seller any amount; 7. entered into any prepaid transactions outside of the Ordinary Course or otherwise accelerated revenue recognition or the sales for periods prior to the Closing with respect to in the Business; 8. changed its policies or practices with respect to the payment of accounts payable or other current liabilities or the collection of accounts receivable (including any acceleration or delay or deferral of the payment or collection thereof) or failed to maintain the level and quality of its Inventory, in each case with respect to the Business; 9. amended any of its Governing Documents, or failed to maintain its existence as a limited liability company; 10. adopted any plan of merger, consolidation, reorganization, liquidation, or dissolution, or filed a petition in bankruptcy under any provisions of federal or state bankruptcy Law, or consented to the filing of any bankruptcy petition against it under any similar Law; 11. engaged in any transaction or provided any consideration relating to the release, modification, or diminution of any guarantee, Surety Bond, or other obligation of Seller or any Affiliate thereof with respect to in the Business; 12. failed to pay any of its Liabilities when due (other than vendor liabilities which are paid in the Ordinary Course within 45 to 70 days from invoice date); 13. entered into any compromise or settlement of any Legal Proceeding or any investigation by any Governmental Body, in each case with respect to the Business; 14. failed: (A) to comply with all applicable Laws (including Environmental Permits) in any material respect; (B) to meet all Environmental Requirements; or (C) to hold and maintain in good standing all material Permits (including Environmental Permits) necessary for the conduct of the Business and the ownership of its Purchased Assets; 15. made any filings or registrations with any Governmental Body with respect to the Business, except routine filings and registrations made in the Ordinary Course; 16. written up or down (or failed to write up or down) the value of any Purchased Assets, except in the Ordinary Course, in accordance with GAAP consistently applied; 17. introduced any material change with respect to the Business, including with respect to the products or services it sells, the areas in which such products or services are sold, its methods of manufacturing or distributing its products, the levels of Inventory, equipment, or revenue-earning property that it maintains, its marketing techniques, or its accounting methods; 18. adopted, amended, modified or terminated any Employee Benefit Plan applicable to employees of the Business; or 19. entered into any agreements or commitments to do or perform in the future any actions referred to in this Section 2.8 (or disclosed an intent to do so), or taken or omitted to take any action that would be required to be disclosed in any section of the Disclosure ScheduleSubsidiaries.

Absence of Certain Developments. Except as set forth in Section 2.8 SCHEDULE 2.6, with respect to the Assets, since September 30, 2002, Sellers have not: (a) made any material changes in sales pricing practices or terms in respect of the Disclosure Schedule (arranged in subsections corresponding operation of the Assets, become subject to any material liabilities or supply agreements with respect to the subsections set forth belowAssets obligating Sellers to deliver in excess of 1,000 tons of product to any customer, or 5,000 tons of product in the aggregate in any year, or entered into any sales or supply agreements for a term in excess of six (6) months; (b) subjected to any Encumbrance, any portion of the Assets, other than in the ordinary course of business consistent with past practice and except Permitted Exceptions and Permitted Encumbrances; (c) sold, assigned or transferred any of the Assets, except in the ordinary course of business consistent with past practice, or canceled without fair consideration any material debts or claims owing to or held by it, except in the ordinary course of business consistent with past practice; (d) sold, assigned, transferred, abandoned or permitted to lapse any United States or Canadian Intellectual Property, or disclosed any material proprietary confidential information to any Person other than Buyer, in either case except in the ordinary course of business or as part of the sale of the Jonny Cat Business; (e) with respect to employees at the Txxx Facility, made or granted any bonus or any wage or salary increase (except for a wage/salary increase of three percent (3%) effective January 1, 2003) to any employee or group of employees or made or granted any increase in any employee benefit plan or arrangement (except in accordance with past custom and practice), since the Balance Sheet Date, Seller has conducted the Business in the Ordinary Course and: i. there has not been a Seller Material Adverse Changeor amended or terminated any existing employee benefit plan or arrangement or adopted any new employee benefit plan or arrangement; ii. there has not been (f) made any unpaid capital improvement or commitments with respect to the Assets that aggregate in excess of $50,000; (g) entered into any other material transaction related to the Assets; (h) suffered any material damage, destruction or losscasualty loss to any Asset with a replacement cost of $10,000 or more or at the Txxx Facility, whether or not covered by insurance; (i) failed promptly to pay and discharge current liabilities related to the Assets in accordance with past practice, except where disputed in good faith; (j) made any change in any method of accounting or accounting practice or policy used with respect to the property and assets of Seller used Assets other than such changes required by GAAP; or (k) agreed, whether in the Business of more than $25,000 for any single loss or $125,000 the aggregate for any related losses, or any failure to maintain insurance policies unmodified and without interruption; and iii. Seller has not: 1. failed to maintain its assets used in the Business in the same condition as on the Balance Sheet Date (ordinary wear and tear excluded); 2. made any change in the rate, timing, vesting, or funding of compensation, commission, bonus, or other direct or indirect remuneration payable or paid, or agreed or orally promised to pay, conditionally writing or otherwise, any bonus, incentive, retention, or other compensation, retirement, welfare, fringe or severance benefit, or vacation pay, to or in respect of any manager, officer, employee, distributor, or agent of Seller involved in the Business, other than increases in the Ordinary Course in the base wages or salaries of employees of Seller other than officers or managers or as required by any employment Contract; 3. hired or terminated any employee or engaged or terminated any independent contractor involved in the Business other than in the Ordinary Course; 4. Breached or waived any Breach or any material right with respect to any Included Contract; 5. canceled, written off, or compromised any debt or claim or amended, canceled, terminated, relinquished, waived, or released any Included Contract or right, except in the Ordinary Course and which, in the aggregate, are not material to Seller; 6. modified its pricing and purchasing policies and levels with respect to the Business, or entered into, amended, renewed, terminated, or permitted to lapse any Included Contract or transaction with any of its Affiliates, or paid to or received from any Affiliate of Seller any amount; 7. entered into any prepaid transactions outside of the Ordinary Course or otherwise accelerated revenue recognition or the sales for periods prior to the Closing with respect to in the Business; 8. changed its policies or practices with respect to the payment of accounts payable or other current liabilities or the collection of accounts receivable (including any acceleration or delay or deferral of the payment or collection thereof) or failed to maintain the level and quality of its Inventory, in each case with respect to the Business; 9. amended any of its Governing Documents, or failed to maintain its existence as a limited liability company; 10. adopted any plan of merger, consolidation, reorganization, liquidation, or dissolution, or filed a petition in bankruptcy under any provisions of federal or state bankruptcy Law, or consented to the filing of any bankruptcy petition against it under any similar Law; 11. engaged in any transaction or provided any consideration relating to the release, modification, or diminution of any guarantee, Surety Bond, or other obligation of Seller or any Affiliate thereof with respect to in the Business; 12. failed to pay any of its Liabilities when due (other than vendor liabilities which are paid in the Ordinary Course within 45 to 70 days from invoice date); 13. entered into any compromise or settlement of any Legal Proceeding or any investigation by any Governmental Body, in each case with respect to the Business; 14. failed: (A) to comply with all applicable Laws (including Environmental Permits) in any material respect; (B) to meet all Environmental Requirements; or (C) to hold and maintain in good standing all material Permits (including Environmental Permits) necessary for the conduct of the Business and the ownership of its Purchased Assets; 15. made any filings or registrations with any Governmental Body with respect to the Business, except routine filings and registrations made in the Ordinary Course; 16. written up or down (or failed to write up or down) the value of any Purchased Assets, except in the Ordinary Course, in accordance with GAAP consistently applied; 17. introduced any material change with respect to the Business, including with respect to the products or services it sells, the areas in which such products or services are sold, its methods of manufacturing or distributing its products, the levels of Inventory, equipment, or revenue-earning property that it maintains, its marketing techniques, or its accounting methods; 18. adopted, amended, modified or terminated any Employee Benefit Plan applicable to employees of the Business; or 19. entered into any agreements or commitments to do or perform in the future any actions referred to in this Section 2.8 (or disclosed an intent to do so), or taken or omitted to take any action that would be required to be disclosed in any section of the Disclosure Scheduleactions set forth in this SECTION 2.6.

Absence of Certain Developments. Except as set forth in Section 2.8 of the Disclosure on Schedule (arranged in subsections corresponding to the subsections set forth below)4.10, since December 31, 2010, Sellers have not with respect to themselves or the Balance Sheet DateBusiness, Seller has conducted the Business Contributed Assets, the Purchased Real Property, or the Contributed Liabilities: (a) paid trade or account payables other than in the Ordinary Course andof Business or, delayed or postponed the payment of any trade or accounts payable or commissions or insurance premiums or any other liability or obligation or agreed or negotiated with any party to extend the payment date of any trade or accounts payable or commission or insurance premiums or any other liability or obligation or accelerated the collection of (or discounted) any accounts or notes receivable (whether billed or unbilled) or any deferred revenue or taken any actions or omitted to take any actions with the intent or the purpose of satisfying the Net Working Capital target as of the Closing: i. there has not been a Seller Material Adverse Change(b) delayed cutting any checks; ii. there has (c) paid any obligation or liability (other than in the Ordinary Course of Business); (d) sold, leased, assigned or transferred any of its tangible assets (including the Contributed Assets and the Purchased Real Property), except in the Ordinary Course of Business, or canceled without fair consideration any debts or claims owing to or held by it; (e) sold, assigned, licensed, sublicensed, transferred or encumbered any Proprietary Rights or other intangible assets, disclosed any proprietary Confidential Information to any Person (other than Buyers and Buyers’ representatives, agents, attorneys and accountants), or abandoned or permitted to lapse any of the Proprietary Rights; (f) made or granted any bonus or any wage or salary increase to any employee or group of employees (except as required by pre-existing contracts or, in the case of non-officer employees, consistent with past practice), 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; (g) incurred any Indebtedness or incurred or become subject to any material liability, except current liabilities incurred in the Ordinary Course of Business and liabilities under contracts entered into in the Ordinary Course of Business; (h) suffered any extraordinary Losses or waived any rights of material value, whether or not been in the Ordinary Course of Business; (i) suffered any damage, destruction or losscasualty loss to its tangible assets (including the Contributed Assets and the Purchased Real Property) in excess of $20,000 per occurrence or $50,000 in the aggregate, whether or not covered by insurance, with respect to the property and assets ; (j) made any capital expenditures or commitments therefore that aggregate in excess of Seller used $20,000 per expenditure or $50,000 in the Business of more than $25,000 for any single loss or $125,000 the aggregate for any related losses, or any failure to maintain insurance policies unmodified and without interruption; and iii. Seller has not: 1. failed to maintain its assets used in the Business in the same condition as on the Balance Sheet Date (ordinary wear and tear excluded)aggregate; 2. (k) made any dividends or distributions to Stockholders; (l) made any change in the rateany Accounting Principles, timingother than those required by generally accepted accounting principles which have been disclosed in writing to Buyers; (m) engaged in any promotional sale, vestingdiscount, or funding of compensation, commission, bonus, price reduction or other direct activity that has or indirect remuneration payable would reasonably be expected to have the effect of accelerating to pre-Closing periods sales that otherwise would be expected to occur in post-Closing periods (n) instituted or paid, or agreed or orally promised to pay, conditionally or otherwise, permitted any bonus, incentive, retention, or other compensation, retirement, welfare, fringe or severance benefit, or vacation pay, to or material change in respect the conduct of any manager, officer, employee, distributor, or agent of Seller involved in the Business, other than increases or any change in the Ordinary Course in the base wages its method of purchase, sale, lease, management, marketing, promotion or salaries of employees of Seller other than officers or managers or as required by any employment Contractoperation; 3. hired (o) entered into, amended or terminated any employee material contract or engaged any government license or terminated permit or taken any independent contractor involved in the Business other action or entered into any other transaction other than in the Ordinary CourseCourse of Business; 4. Breached (p) entered into any other material transaction, whether or waived any Breach or any material right with respect to any Included Contract; 5. canceled, written off, or compromised any debt or claim or amended, canceled, terminated, relinquished, waived, or released any Included Contract or right, except not in the Ordinary Course and which, in the aggregate, are not material to Seller; 6. modified its pricing and purchasing policies and levels with respect to the of Business, or entered into, amended, renewed, terminated, or permitted to lapse materially changed any Included Contract or transaction with any of its Affiliates, or paid to or received from any Affiliate of Seller any amount; 7. entered into any prepaid transactions outside of the Ordinary Course or otherwise accelerated revenue recognition or the sales for periods prior to the Closing with respect to in the Business; 8. changed its policies or practices with respect to the payment of accounts payable or other current liabilities or the collection of accounts receivable (including any acceleration or delay or deferral of the payment or collection thereof) or failed to maintain the level and quality of its Inventory, in each case with respect to the Business; 9. amended any of its Governing Documents, or failed to maintain its existence as a limited liability company; 10. adopted any plan of merger, consolidation, reorganization, liquidation, or dissolution, or filed a petition in bankruptcy under any provisions of federal or state bankruptcy Law, or consented to the filing of any bankruptcy petition against it under any similar Law; 11. engaged in any transaction or provided any consideration relating to the release, modification, or diminution of any guarantee, Surety Bond, or other obligation of Seller or any Affiliate thereof with respect to in the Business; 12. failed to pay any of its Liabilities when due (other than vendor liabilities which are paid in the Ordinary Course within 45 to 70 days from invoice date); 13. entered into any compromise or settlement of any Legal Proceeding or any investigation by any Governmental Body, in each case with respect to the Business; 14. failed: (A) to comply with all applicable Laws (including Environmental Permits) in any material respect; (B) to meet all Environmental Requirements; or (C) to hold and maintain in good standing all material Permits (including Environmental Permits) necessary for the conduct of the Business and the ownership of its Purchased Assets; 15. made any filings or registrations with any Governmental Body with respect to the Business, except routine filings and registrations made in the Ordinary Course; 16. written up or down (or failed to write up or down) the value of any Purchased Assets, except in the Ordinary Course, in accordance with GAAP consistently applied; 17. introduced any material change with respect to the Business, including with respect to the products or services it sells, the areas in which such products or services are sold, its methods of manufacturing or distributing its products, the levels of Inventory, equipment, or revenue-earning property that it maintains, its marketing techniques, or its accounting methods; 18. adopted, amended, modified or terminated any Employee Benefit Plan applicable to employees of the Businessbusiness practice; or 19. entered into any agreements (q) authorized, approved, agreed or commitments committed to do or perform in the future any actions referred to in this Section 2.8 (or disclosed an intent to do so), or taken or omitted to take any action that would be required to be disclosed in any section of the Disclosure Scheduleforegoing.

Absence of Certain Developments. Except as set forth in Section 2.8 of Schedule 3.13 or as disclosed in the Disclosure Schedule (arranged Equitex SEC Filings or as otherwise referenced in subsections corresponding to the subsections set forth below)or contemplated by this Agreement, since the Equitex's Latest Balance Sheet DateSheet, Seller Equitex has conducted the Business its business only in the Ordinary Course and: i. ordinary course consistent with past practice and there has not been occurred (a) any event having a Seller Material Adverse Change; Effect on Equitex, (b) any event that would reasonably be expected to prevent or materially delay the performance of Equitex's obligations pursuant to this Agreement, (c) any material change by Equitex in its accounting methods, principles or practices, (d) any declaration, setting aside or payment of any dividend or distribution in respect of the shares of capital stock of Equitex or any redemption, purchase or other acquisition of any of Equitex's securities, (e) any increase in the compensation or benefits or establishment of any 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 Equitex, or any other increase in the compensation payable or to become payable to any employees, officers, consultants or directors of Equitex, (f) any issuance, grants or sale of any stock, options, warrants, notes, bonds or other securities, or entry into any agreement with respect thereto by Equitex, (g) any amendment to the certificate of incorporation or bylaws of Equitex, (h) other than in the ordinary course of business consistent with past practice, any (i) capital expenditures by Equitex, (ii. there has ) purchase, sale, assignment or transfer of any material assets by Equitex, (iii) mortgage, pledge or existence of any lien, encumbrance or charge on any material assets or properties, tangible or intangible, of Equitex, except for liens for taxes not been yet due and such other liens, encumbrances or charges which do not, individually or in the aggregate, have a Material Adverse Effect on Equitex, or (iv) cancellation, compromise, release or waiver by Equitex of any rights of material value or any material debts or claims, (i) any incurrence by Equitex of any material liability (absolute or contingent), except for current liabilities and obligations incurred in the ordinary course of business consistent with past practice, (j) damage, destruction or similar loss, whether or not covered by insurance, with respect to materially affecting the property and assets business or properties of Seller used in the Business of more than $25,000 for Equitex, (k) entry by Equitex into any single loss agreement, contract, lease or $125,000 the aggregate for any related losses, or any failure to maintain insurance policies unmodified and without interruption; and iii. Seller has not: 1. failed to maintain its assets used in the Business in the same condition as on the Balance Sheet Date (ordinary wear and tear excluded); 2. made any change in the rate, timing, vesting, or funding of compensation, commission, bonus, or other direct or indirect remuneration payable or paid, or agreed or orally promised to pay, conditionally or otherwise, any bonus, incentive, retention, or other compensation, retirement, welfare, fringe or severance benefit, or vacation pay, to or in respect of any manager, officer, employee, distributor, or agent of Seller involved in the Business, other than increases in the Ordinary Course in the base wages or salaries of employees of Seller other than officers or managers or as required by any employment Contract; 3. hired or terminated any employee or engaged or terminated any independent contractor involved in the Business license other than in the Ordinary Course; 4. Breached ordinary course of business consistent with past practice, (l) any acceleration, termination, modification or waived cancellation of any Breach agreement, contract, lease or license to which Equitex is a party or by which any material right with respect to of them is bound, (m) entry by Equitex into any Included Contract; 5. canceled, written off, loan or compromised any debt or claim or amended, canceled, terminated, relinquished, waived, or released any Included Contract or right, except in the Ordinary Course and which, in the aggregate, are not material to Seller; 6. modified its pricing and purchasing policies and levels with respect to the Business, or entered into, amended, renewed, terminated, or permitted to lapse any Included Contract or other transaction with any officers, directors or employees of its AffiliatesEquitex or any subsidiary or affiliate of Equitex, (n) any charitable or other capital contribution by Equitex or pledge therefore, (o) entry by Equitex into any transaction of a material nature other than in the ordinary course of business consistent with past practice, or paid (p) any negotiation or agreement by the Equitex to or received from do any Affiliate of Seller any amount; 7. entered into any prepaid transactions outside of the Ordinary Course or otherwise accelerated revenue recognition or the sales for periods prior to the Closing with respect to things described in the Business; 8. changed its policies or practices with respect to the payment of accounts payable or other current liabilities or the collection of accounts receivable preceding clauses (including any acceleration or delay or deferral of the payment or collection thereofa) or failed to maintain the level and quality of its Inventory, in each case with respect to the Business; 9. amended any of its Governing Documents, or failed to maintain its existence as a limited liability company; 10. adopted any plan of merger, consolidation, reorganization, liquidation, or dissolution, or filed a petition in bankruptcy under any provisions of federal or state bankruptcy Law, or consented to the filing of any bankruptcy petition against it under any similar Law; 11. engaged in any transaction or provided any consideration relating to the release, modification, or diminution of any guarantee, Surety Bond, or other obligation of Seller or any Affiliate thereof with respect to in the Business; 12. failed to pay any of its Liabilities when due through (other than vendor liabilities which are paid in the Ordinary Course within 45 to 70 days from invoice datep); 13. entered into any compromise or settlement of any Legal Proceeding or any investigation by any Governmental Body, in each case with respect to the Business; 14. failed: (A) to comply with all applicable Laws (including Environmental Permits) in any material respect; (B) to meet all Environmental Requirements; or (C) to hold and maintain in good standing all material Permits (including Environmental Permits) necessary for the conduct of the Business and the ownership of its Purchased Assets; 15. made any filings or registrations with any Governmental Body with respect to the Business, except routine filings and registrations made in the Ordinary Course; 16. written up or down (or failed to write up or down) the value of any Purchased Assets, except in the Ordinary Course, in accordance with GAAP consistently applied; 17. introduced any material change with respect to the Business, including with respect to the products or services it sells, the areas in which such products or services are sold, its methods of manufacturing or distributing its products, the levels of Inventory, equipment, or revenue-earning property that it maintains, its marketing techniques, or its accounting methods; 18. adopted, amended, modified or terminated any Employee Benefit Plan applicable to employees of the Business; or 19. entered into any agreements or commitments to do or perform in the future any actions referred to in this Section 2.8 (or disclosed an intent to do so), or taken or omitted to take any action that would be required to be disclosed in any section of the Disclosure Schedule.

Absence of Certain Developments. Except as set forth in Section 2.8 of the Disclosure "Developments Schedule" attached hereto as Schedule (arranged in subsections corresponding to the subsections set forth below)3.7 or as otherwise contemplated hereby, since the date of the Latest Balance Sheet DateSheet, Seller has conducted the Business not: (a) borrowed or agreed to borrow any amount or incurred or become subject to any material liabilities, except current liabilities incurred in the Ordinary Course and: i. there has not been a Seller Material Adverse Changeordinary course of business and liabilities under contracts entered into in the ordinary course of business; ii. there has (b) discharged or satisfied, or agreed to discharge or satisfy, any material lien or encumbrance or paid any material liability, other than current liabilities paid in the ordinary course of business; (c) mortgaged, pledged or subjected to any lien, charge or any other encumbrance, any portion of the Purchased Assets, except liens for current property taxes not been yet due and payable; (d) sold, assigned or transferred, or agreed to do so, any of the Purchased Assets, except in the ordinary course of business, or canceled without fair consideration any material debts or claims owing to or held by it; (e) sold, assigned, transferred, abandoned or permitted to lapse any patents, trademarks, trade names, copyrights, trade secrets or other intangible assets, or disclosed any material proprietary confidential information to any person; (f) made or granted, or agreed to make or grant, any bonus or any wage or salary increase to any employee or group of employees or made or granted any increase in any employee benefit plan or arrangement (except, in each case, in accordance with past custom and practice), or amended or terminated, or agreed to amend or terminate, any existing employee benefit plan or arrangement or adopted any new employee benefit plan or arrangement; (g) made, or agreed to make, any capital expenditures or commitments therefor that aggregate in excess of $10,000; (h) made, or agreed to make, any loans or advances to, or guaranties for the benefit of, any persons; (i) suffered any extraordinary losses or waived any rights of material value, whether or not in the ordinary course of business or consistent with past practice; (j) entered into, or agreed to enter into, any other material transaction other than in the ordinary course of business; (k) made, or agreed to make, any charitable contributions or pledges in excess of $1,000; (l) made any purchase commitment in excess of the normal, ordinary and usual requirements of its business or at any price in excess of the then current market price or upon terms and conditions more onerous than those usual and customary in the industry, or made any change in its selling, pricing, advertising or personnel practices inconsistent with its prior practices and prudent business practices prevailing in the industry; or (m) suffered any material damage, destruction or losscasualty loss to the Purchased Assets, whether or not covered by insurance, with respect to the property and assets of Seller used in the Business of more than $25,000 for any single loss or $125,000 the aggregate for any related losses, or any failure to maintain insurance policies unmodified and without interruption; and iii. Seller has not: 1. failed to maintain its assets used in the Business in the same condition as on the Balance Sheet Date (ordinary wear and tear excluded); 2. made any change in the rate, timing, vesting, or funding of compensation, commission, bonus, or other direct or indirect remuneration payable or paid, or agreed or orally promised to pay, conditionally or otherwise, any bonus, incentive, retention, or other compensation, retirement, welfare, fringe or severance benefit, or vacation pay, to or in respect of any manager, officer, employee, distributor, or agent of Seller involved in the Business, other than increases in the Ordinary Course in the base wages or salaries of employees of Seller other than officers or managers or as required by any employment Contract; 3. hired or terminated any employee or engaged or terminated any independent contractor involved in the Business other than in the Ordinary Course; 4. Breached or waived any Breach or any material right with respect to any Included Contract; 5. canceled, written off, or compromised any debt or claim or amended, canceled, terminated, relinquished, waived, or released any Included Contract or right, except in the Ordinary Course and which, in the aggregate, are not material to Seller; 6. modified its pricing and purchasing policies and levels with respect to the Business, or entered into, amended, renewed, terminated, or permitted to lapse any Included Contract or transaction with any of its Affiliates, or paid to or received from any Affiliate of Seller any amount; 7. entered into any prepaid transactions outside of the Ordinary Course or otherwise accelerated revenue recognition or the sales for periods prior to the Closing with respect to in the Business; 8. changed its policies or practices with respect to the payment of accounts payable or other current liabilities or the collection of accounts receivable (including any acceleration or delay or deferral of the payment or collection thereof) or failed to maintain the level and quality of its Inventory, in each case with respect to the Business; 9. amended any of its Governing Documents, or failed to maintain its existence as a limited liability company; 10. adopted any plan of merger, consolidation, reorganization, liquidation, or dissolution, or filed a petition in bankruptcy under any provisions of federal or state bankruptcy Law, or consented to the filing of any bankruptcy petition against it under any similar Law; 11. engaged in any transaction or provided any consideration relating to the release, modification, or diminution of any guarantee, Surety Bond, or other obligation of Seller or any Affiliate thereof with respect to in the Business; 12. failed to pay any of its Liabilities when due (other than vendor liabilities which are paid in the Ordinary Course within 45 to 70 days from invoice date); 13. entered into any compromise or settlement of any Legal Proceeding or any investigation by any Governmental Body, in each case with respect to the Business; 14. failed: (A) to comply with all applicable Laws (including Environmental Permits) in any material respect; (B) to meet all Environmental Requirements; or (C) to hold and maintain in good standing all material Permits (including Environmental Permits) necessary for the conduct of the Business and the ownership of its Purchased Assets; 15. made any filings or registrations with any Governmental Body with respect to the Business, except routine filings and registrations made in the Ordinary Course; 16. written up or down (or failed to write up or down) the value of any Purchased Assets, except in the Ordinary Course, in accordance with GAAP consistently applied; 17. introduced any material change with respect to the Business, including with respect to the products or services it sells, the areas in which such products or services are sold, its methods of manufacturing or distributing its products, the levels of Inventory, equipment, or revenue-earning property that it maintains, its marketing techniques, or its accounting methods; 18. adopted, amended, modified or terminated any Employee Benefit Plan applicable to employees of the Business; or 19. entered into any agreements or commitments to do or perform in the future any actions referred to in this Section 2.8 (or disclosed an intent to do so), or taken or omitted to take any action that would be required to be disclosed in any section of the Disclosure Schedule.

Absence of Certain Developments. Except as set forth in Section 2.8 of the Disclosure on Schedule (arranged in subsections corresponding to the subsections set forth below)4.8, since the Balance Sheet DateLast Audited Fiscal Year End: (a) except for the Excluded Assets, neither Seller nor any Company has conducted sold, leased, transferred or assigned any of the Business assets of any Company, tangible or intangible, other than for a fair consideration in the Ordinary Course and: i. there has not been a Seller Material Adverse Changeof Business; ii. there (b) no Company has not been entered into any damage, destruction Contract (or loss, whether or not covered by insurance, with respect to the property and assets series of Seller used in the Business of related Contracts) involving more than $25,000 for any single loss or $125,000 the aggregate for any related losses, or any failure to maintain insurance policies unmodified and without interruption; and iii. Seller has not: 1. failed to maintain its assets used in the Business in the same condition as on the Balance Sheet Date (ordinary wear and tear excluded); 2. made any change in the rate, timing, vesting, or funding of compensation, commission, bonus, or other direct or indirect remuneration payable or paid, or agreed or orally promised to pay, conditionally or otherwise, any bonus, incentive, retention, or other compensation, retirement, welfare, fringe or severance benefit, or vacation pay, to or in respect of any manager, officer, employee, distributor, or agent of Seller involved in the Business, other than increases in [*] that is outside the Ordinary Course in the base wages of Business; [*] Please refer to footnote 1 on page 1 of this Exhibit 2.4 (c) no Person (including Seller or salaries any Company) has accelerated, suspended, terminated, modified or canceled any Contract (or series of employees of Seller other related Contracts) involving more than officers $[*] to which any Company is a party or managers or as required by any employment Contractwhich it is bound; 3. hired or terminated any employee or engaged or terminated any independent contractor involved in the Business (d) other than in the Ordinary CourseCourse of Business, no Encumbrance has been imposed on any asset of any Company; 4. Breached (e) no Company has made any capital expenditure (or waived series of related capital expenditures) outside the Ordinary Course of Business or made any Breach capital investment in, any loan to, or any material right with respect to acquisition of the securities or assets of, any Included Contractother Person (or series of related capital investments, loans and acquisitions); 5. canceled, written off, or compromised any debt or claim or amended, canceled, terminated, relinquished, waived, or released any Included Contract or right, except (f) other than advances on existing credit facilities in the Ordinary Course and whichof Business, in the aggregateno Company has created, are not material to Sellerincurred, assumed or guaranteed any Indebtedness; 6. modified its pricing and purchasing policies and levels with respect to the Business(g) no Company has delayed, postponed or entered into, amended, renewed, terminated, or permitted to lapse any Included Contract or transaction with any of its Affiliates, or paid to or received from any Affiliate of Seller any amount; 7. entered into any prepaid transactions outside of the Ordinary Course or otherwise accelerated revenue recognition or the sales for periods prior to the Closing with respect to in the Business; 8. changed its policies or practices with respect to the payment of accounts payable or other current liabilities or the collection receipt of any accounts receivable except in the Ordinary course of Business; (h) no Company has canceled, compromised, waived or released any material right or claim (or series of related rights or claims) except in the Ordinary Course of Business; (i) there has been no change made, or authorized to be made, in the Organizational Documents of any Company; (j) no Company has experienced any damage, destruction or loss (whether or not covered by insurance) in excess of $[*] in the aggregate to its property; (k) no Company has made any loan to, or entered into any other transaction with, any Seller, any Business Employee or any Company’s directors, officers, employees or independent contractors, or any Affiliate of the foregoing, other than such loans made to independent contractor drivers in the Ordinary Course of Business with an aggregate principal balance of less than $[*]; (l) no Company has entered into any Plan or any other employment, consulting, severance, retention, change in control or indemnification agreements, or entered into, or become bound by, any collective bargaining agreement or other obligation to any labor organization or employee representative, in each case, whether written or oral, or modified the terms of any such existing agreement except as required by applicable Law and there has not been any material labor trouble, work stoppages, strikes or threats thereof; (m) no Company has made any change in accounting principles or practices from those utilized in the preparation of the Annual Financial Statements; (n) to Seller’s Knowledge, no complaint or investigation against any Company has been commenced by any Governmental Entity and no other event has occurred which calls into question any Governmental Authorization necessary for such Company to conduct the Business in accordance with past practices and to own and operate such Company’s assets; [*] Please refer to footnote 1 on page 1 of this Exhibit 2.4 (o) there has been no increase to the salary, wage or other compensation or level of benefits payable or to become payable by any Company to any of its officers, managers, directors, Business Employees, agents or Independent Contractors (including any acceleration Seller) except in the Ordinary Course of Business to Business Employees or delay Independent Contracts that are not officers or deferral directors of any Company; (p) no Material Adverse Effect has occurred; (q) no Company has received any notice from any customer, supplier, Governmental Entity or any other Person, the payment or collection thereof) or failed result of which could reasonably be expected to maintain the level and quality of its Inventory, in each case with respect to materially impact the Business; 9. amended (r) no Company has issued, sold or otherwise disposed of any of its Governing DocumentsOwnership Interests, or failed granted any Ownership Interests, including any options, warrants or other rights to maintain purchase or obtain (including upon conversion, exchange or exercise) any of its existence as a limited liability companyOwnership Interests; 10. (s) no Company has (i) made any settlement of or compromised any Tax liability, changed or revoked any Tax election or Tax method of accounting, made any new Tax election or adopted any plan new Tax method of merger, consolidation, reorganization, liquidation, or dissolution, or filed accounting; (ii) surrendered any right to claim a petition in bankruptcy under any provisions refund of federal or state bankruptcy Law, or Taxes; (iii) consented to any extension or waiver of the filing limitation period applicable to any Tax claim or assessment; or (iv) taken any other action that would have the effect of increasing the Tax liability of any bankruptcy petition against it under Company for any similar Lawperiod (or portion thereof) beginning after the Closing Date; 11. engaged in (t) no Company has declared, set aside or paid any transaction dividend or provided made any consideration relating to the release, modification, or diminution of any guarantee, Surety Bond, or other obligation of Seller or any Affiliate thereof distribution with respect to its Ownership Interests (whether in the Business; 12. failed to pay cash or in kind) or redeemed, purchased or otherwise acquired any of its Liabilities when due Ownership Interests or split, combined or reclassified any of its Ownership Interests; (u) except as part of the requirements of the Closing, no Company has discharged or satisfied any Encumbrance or paid any liability, other than vendor current liabilities which are paid in the Ordinary Course within 45 to 70 days from invoice date); 13. entered into any compromise or settlement of any Legal Proceeding or any investigation by any Governmental Body, in each case with respect to the Business; 14. failed: (Av) except as required by applicable Law, no Company has adopted or terminated or made any amendment or modification to comply with all applicable Laws any Plans; (including Environmental Permitsw) in no Company has taken any material respect; (B) to meet all Environmental Requirements; or (C) to hold and maintain in good standing all material Permits (including Environmental Permits) necessary for the conduct action outside of the Business and the ownership Ordinary Course of its Purchased Assets; 15. made any filings or registrations with any Governmental Body with respect to the Business, except routine filings and registrations made for actions explicitly permitted or required by this Agreement; and (x) neither Seller nor any Company has committed or agreed (in the Ordinary Course; 16. written up writing or down (or failed otherwise) to write up or down) the value of take any Purchased Assets, except in the Ordinary Course, in accordance with GAAP consistently applied; 17. introduced any material change with respect to the Business, including with respect to the products or services it sells, the areas in which such products or services are sold, its methods of manufacturing or distributing its products, the levels of Inventory, equipment, or revenue-earning property that it maintains, its marketing techniques, or its accounting methods; 18. adopted, amended, modified or terminated any Employee Benefit Plan applicable to employees of the Business; or 19. entered into any agreements or commitments to do or perform in the future any actions referred to described in this Section 2.8 (or disclosed an intent to do so), or taken or omitted to take any action that would be required to be disclosed in any section of the Disclosure Schedule4.8.

Absence of Certain Developments. Except as set forth in Section 2.8 of the Disclosure "Developments Schedule" attached hereto as Schedule (arranged in subsections corresponding to the subsections set forth below)3.7, since the date of the Latest Balance Sheet DateSheet, Seller has conducted the Business not: (a) borrowed or agreed to borrow any amount or incurred or become subject to any material liabilities, except current liabilities incurred in the Ordinary Course and: i. there has not been a Seller Material Adverse Changeordinary course of business and liabilities under contracts entered into in the ordinary course of business; ii. there has (b) discharged or satisfied, or agreed to discharge or satisfy, any material lien or encumbrance or paid any material liability, other than current liabilities paid in the ordinary course of business; (c) mortgaged, pledged or subjected to any lien, charge or any other encumbrance, any portion of the Purchased Assets, except liens for current property taxes not been yet due and payable; (d) sold, assigned or transferred, or agreed to do so, any of the Purchased Assets, except in the ordinary course of business, or canceled without fair consideration any material debts or claims owing to or held by it; (e) sold, assigned, transferred, abandoned or permitted to lapse any patents, trademarks, trade names, copyrights, trade secrets or other intangible assets, or disclosed any material trade secrets of Seller to any person including, without limitation, customer information and lists and information pertaining to Seller's "FLEX" products; (f) made or granted, or agreed to make or grant, any bonus or any wage or salary increase to any employee or group of employees or made or granted any increase in any employee benefit plan or arrangement (except, in each case, in accordance with past custom and practice), or amended or terminated, or agreed to terminate or amend, any existing employee benefit plan or arrangement or adopted any new employee benefit plan or arrangement, other than in the ordinary course of business; (g) made, or agreed to make, any capital expenditures or commitments therefore that aggregate in excess of $1,000, other than in the ordinary course of business; (h) made, or agreed to make, any loans or advances to, or guarantees for the benefit of, any persons, other than in the ordinary course of business; (i) suffered any extraordinary losses or waived any rights of material value, whether or not in the ordinary course of business or consistent with past practice; (j) entered into, or agreed to enter into, any other material transaction other than in the ordinary course of business; (k) made, or agreed to make, any charitable contributions or pledges, other than in the ordinary course of business; (l) made any purchase commitment of services or goods in excess of the normal, ordinary and usual requirements of its business or at any price in excess of the then current market price or upon terms and conditions more onerous than those usual and customary in the industry, or made any change in its selling, pricing, advertising or personnel practice inconsistent with its prior practice and prudent business practices prevailing in the industry; (m) failed to make any scheduled payment with respect to any debt agreements or instruments; or (n) suffered any material damage, destruction or losscasualty loss to the Purchased Assets, whether or not covered by insurance, with respect to the property and assets of Seller used in the Business of more than $25,000 for any single loss or $125,000 the aggregate for any related losses, or any failure to maintain insurance policies unmodified and without interruption; and iii. Seller has not: 1. failed to maintain its assets used in the Business in the same condition as on the Balance Sheet Date (ordinary wear and tear excluded); 2. made any change in the rate, timing, vesting, or funding of compensation, commission, bonus, or other direct or indirect remuneration payable or paid, or agreed or orally promised to pay, conditionally or otherwise, any bonus, incentive, retention, or other compensation, retirement, welfare, fringe or severance benefit, or vacation pay, to or in respect of any manager, officer, employee, distributor, or agent of Seller involved in the Business, other than increases in the Ordinary Course in the base wages or salaries of employees of Seller other than officers or managers or as required by any employment Contract; 3. hired or terminated any employee or engaged or terminated any independent contractor involved in the Business other than in the Ordinary Course; 4. Breached or waived any Breach or any material right with respect to any Included Contract; 5. canceled, written off, or compromised any debt or claim or amended, canceled, terminated, relinquished, waived, or released any Included Contract or right, except in the Ordinary Course and which, in the aggregate, are not material to Seller; 6. modified its pricing and purchasing policies and levels with respect to the Business, or entered into, amended, renewed, terminated, or permitted to lapse any Included Contract or transaction with any of its Affiliates, or paid to or received from any Affiliate of Seller any amount; 7. entered into any prepaid transactions outside of the Ordinary Course or otherwise accelerated revenue recognition or the sales for periods prior to the Closing with respect to in the Business; 8. changed its policies or practices with respect to the payment of accounts payable or other current liabilities or the collection of accounts receivable (including any acceleration or delay or deferral of the payment or collection thereof) or failed to maintain the level and quality of its Inventory, in each case with respect to the Business; 9. amended any of its Governing Documents, or failed to maintain its existence as a limited liability company; 10. adopted any plan of merger, consolidation, reorganization, liquidation, or dissolution, or filed a petition in bankruptcy under any provisions of federal or state bankruptcy Law, or consented to the filing of any bankruptcy petition against it under any similar Law; 11. engaged in any transaction or provided any consideration relating to the release, modification, or diminution of any guarantee, Surety Bond, or other obligation of Seller or any Affiliate thereof with respect to in the Business; 12. failed to pay any of its Liabilities when due (other than vendor liabilities which are paid in the Ordinary Course within 45 to 70 days from invoice date); 13. entered into any compromise or settlement of any Legal Proceeding or any investigation by any Governmental Body, in each case with respect to the Business; 14. failed: (A) to comply with all applicable Laws (including Environmental Permits) in any material respect; (B) to meet all Environmental Requirements; or (C) to hold and maintain in good standing all material Permits (including Environmental Permits) necessary for the conduct of the Business and the ownership of its Purchased Assets; 15. made any filings or registrations with any Governmental Body with respect to the Business, except routine filings and registrations made in the Ordinary Course; 16. written up or down (or failed to write up or down) the value of any Purchased Assets, except in the Ordinary Course, in accordance with GAAP consistently applied; 17. introduced any material change with respect to the Business, including with respect to the products or services it sells, the areas in which such products or services are sold, its methods of manufacturing or distributing its products, the levels of Inventory, equipment, or revenue-earning property that it maintains, its marketing techniques, or its accounting methods; 18. adopted, amended, modified or terminated any Employee Benefit Plan applicable to employees of the Business; or 19. entered into any agreements or commitments to do or perform in the future any actions referred to in this Section 2.8 (or disclosed an intent to do so), or taken or omitted to take any action that would be required to be disclosed in any section of the Disclosure Schedule.

Absence of Certain Developments. Except Other than the transactions contemplated hereby or related hereto, since the date of the Base Balance Sheet, the Company has conducted its business in all material respects only in the ordinary course consistent with past practice and, except as set forth in Section 2.8 of the Disclosure Schedule (arranged in subsections corresponding to the subsections set forth below)Schedule, since the Balance Sheet Date, Seller has conducted the Business in the Ordinary Course and: i. there has not been been: (a) a Seller Material Adverse ChangeEffect; (b) any material mortgage, lien or other encumbrance placed on any of the properties of the Company, other than (i) in the ordinary course of business, (ii. there has ) purchase money liens and liens for taxes not been yet due and payable and (iii) the Senior Secured Credit Facility; (c) any damagepurchase, destruction sale or lossother disposition, whether or any agreement or other arrangement for the purchase, sale or other disposition, of any properties or assets by the Company involving the payment or receipt of more than $5,000,000 or which were not covered entered into in the ordinary course of business; (d) any declaration, setting aside or payment of any dividend by insurancethe Company, or the making of any other distribution in respect of the capital stock of the Company, or any direct or indirect redemption, purchase or other acquisition by the Company of its own capital stock; (e) any labor trouble or claim of unfair labor practices involving the Company which would reasonably be likely to result in a Material Adverse Effect, any change in the compensation payable or to become payable by the Company to any of its officers or employees other than normal merit increases to officers in accordance with its usual practices, or any bonus payment or arrangement made to or with any of such officers other than in the ordinary course of business, or any establishment or creation of any employment, deferred compensation or severance arrangement or employee benefit plan with respect to such persons or the amendment of any of the foregoing; (f) any resignation, termination or removal of any executive officer of the Company or material loss of key personnel of the Company or material change in the terms and conditions of the employment of the Company's executive officers or key personnel, in each case which occurred on or prior to the date of this Agreement; (g) any payment or discharge of a material lien or liability of the Company which was not reflected on the Base Balance Sheet or incurred in the ordinary course of business; (h) any contingent liability incurred by the Company as guarantor or otherwise with respect to the property and assets obligations of Seller used in the Business others or any cancellation of more than $25,000 for any single loss material debt or $125,000 the aggregate for any related lossesclaim owing to, or any failure to maintain insurance policies unmodified and without interruption; and iii. Seller has not: 1. failed to maintain its assets used in the Business in the same condition as on the Balance Sheet Date (ordinary wear and tear excluded); 2. made any change in the rate, timing, vesting, or funding waiver of compensation, commission, bonus, or other direct or indirect remuneration payable or paid, or agreed or orally promised to pay, conditionally or otherwise, any bonus, incentive, retention, or other compensation, retirement, welfare, fringe or severance benefit, or vacation pay, to or in respect of any manager, officer, employee, distributor, or agent of Seller involved in the Business, other than increases in the Ordinary Course in the base wages or salaries of employees of Seller other than officers or managers or as required by any employment Contract; 3. hired or terminated any employee or engaged or terminated any independent contractor involved in the Business other than in the Ordinary Course; 4. Breached or waived any Breach or any material right of, the Company, including any write-off or compromise of any accounts receivable other than (i) in the ordinary course of business consistent with respect to any Included past practice, (ii) under the Lucent Contract; 5. canceled, written off(iii) purchase orders for handsets and other goods and services entered into in the ordinary course of business, (iv) litigation reserves, or compromised any debt (v) such contingent liabilities or claim or amended, canceled, terminated, relinquished, waived, or released any Included Contract or right, except in the Ordinary Course and waivers which, individually or in the aggregate, are would not material reasonably be likely to Sellerresult in a Material Adverse Effect; 6. modified its pricing and purchasing policies and levels with respect (i) any obligation or liability incurred by the Company to the Business, or entered into, amended, renewed, terminated, or permitted to lapse any Included Contract or transaction with any of its Affiliatesexecutive officers, directors, stockholders holding ten percent (10%) or greater of the fully diluted equity of the Company ("10% or Greater Stockholder"), or paid any loans or advances made by the Company to or received from any Affiliate of Seller any amount; 7. entered into any prepaid transactions outside of the Ordinary Course or otherwise accelerated revenue recognition or the sales for periods prior to the Closing with respect to in the Business; 8. changed its policies or practices with respect to the payment of accounts payable or other current liabilities or the collection of accounts receivable (including any acceleration or delay or deferral of the payment or collection thereof) or failed to maintain the level and quality of its Inventory, in each case with respect to the Business; 9. amended any of its Governing Documentsexecutive officers, directors or failed 10% or Greater Stockholders, except normal compensation and expense allowances payable to maintain its existence as a limited liability companythe executive officers, directors or 10% or Greater Stockholders in the ordinary course of business; 10. adopted (j) any plan change in accounting methods or practices, collection policies, pricing policies or payment policies of mergerthe Company that is, consolidationindividually or in the aggregate, reorganization, liquidation, reasonably likely to result in a Material Adverse Effect; (k) any amendment or dissolution, or filed a petition in bankruptcy under any provisions of federal or state bankruptcy Law, or consented to the filing termination of any bankruptcy petition against it under any similar Law; 11. engaged in any transaction or provided any consideration relating to the release, modification, or diminution of any guarantee, Surety Bond, or other obligation of Seller or any Affiliate thereof with respect to in the Business; 12. failed to pay any of its Liabilities when due Material Contract (other than vendor liabilities which are paid in the Ordinary Course within 45 to 70 days from invoice dateas defined below); 13. (l) any other transaction entered into by the Company for which the fair market value of the consideration exceeds $5,000,000 other than transactions in the ordinary course of business or which, individually or in the aggregate, would not be reasonably likely to result in a Material Adverse Effect; (m) except as provided in or contemplated by this Agreement, any compromise or settlement of any Legal Proceeding or any investigation by any Governmental Body, in each case with respect amendment to the BusinessCompany's certificate of incorporation or Bylaws; 14. failed: (An) to comply with all applicable Laws (including Environmental Permits) any agreement or understanding whether in any material respect; (B) to meet all Environmental Requirements; writing or (C) to hold and maintain in good standing all material Permits (including Environmental Permits) necessary otherwise, for the conduct of the Business and the ownership of its Purchased Assets; 15. made any filings or registrations with any Governmental Body with respect to the Business, except routine filings and registrations made in the Ordinary Course; 16. written up or down (or failed to write up or down) the value of any Purchased Assets, except in the Ordinary Course, in accordance with GAAP consistently applied; 17. introduced any material change with respect to the Business, including with respect to the products or services it sells, the areas in which such products or services are sold, its methods of manufacturing or distributing its products, the levels of Inventory, equipment, or revenue-earning property that it maintains, its marketing techniques, or its accounting methods; 18. adopted, amended, modified or terminated any Employee Benefit Plan applicable to employees of the Business; or 19. entered into any agreements or commitments to do or perform in the future any actions referred to in this Section 2.8 (or disclosed an intent to do so), or taken or omitted Company to take any action that would be required to be disclosed in any section of the Disclosure Scheduleactions specified in paragraphs (a) through (m) above.

Absence of Certain Developments. Except as set forth on Schedule 3.12, since December 31, 2003 there has been not been: (a) any change in Section 2.8 the business, financial condition, properties, operations or prospects of any Obligor from that reflected in the Financial Statements, other than changes in the ordinary course of business, none of which individually or in the aggregate has had or is expected to have a Material Adverse Effect; (b) any resignation or termination of any officers or key employees of any Obligor, and the Company, to the best of its knowledge, does not know of the Disclosure Schedule impending resignation or termination of employment of any such officer of key employee; (arranged in subsections corresponding to the subsections set forth below)c) any material change, since the Balance Sheet Date, Seller has conducted the Business except in the Ordinary Course and: i. there has not been a Seller Material Adverse Changeordinary course of business, in the contingent obligations of any Obligor by way of guaranty, endorsement, indemnity, warranty or otherwise; ii. there has not been (d) any damage, destruction or loss, whether or not covered by insurance, with respect to the property and assets of Seller used in the Business of more than $25,000 for any single loss or $125,000 the aggregate for any related losses, or any failure to maintain insurance policies unmodified and without interruption; and iii. Seller which has not: 1. failed to maintain its assets used in the Business in the same condition as on the Balance Sheet Date (ordinary wear and tear excluded)had a Material Adverse Effect; 2. made (e) any change waiver by any Obligor of a valuable right or of a material debt owed to it in the rate, timing, vesting, or funding excess of compensation, commission, bonus, or other $100,000; (f) any direct or indirect remuneration payable loans made by any Obligor to any shareholder, employee, officer or paid, or agreed or orally promised to pay, conditionally or otherwise, any bonus, incentive, retention, or other compensation, retirement, welfare, fringe or severance benefit, or vacation pay, to or in respect director of any managerObligor, other than advances made in the ordinary course of business; (g) any material change in any compensation arrangement or agreement with any employee, officer, employee, distributor, director or agent of Seller involved in the Business, other than increases in the Ordinary Course in the base wages or salaries of employees of Seller other than officers or managers or as required by any employment Contractshareholder; 3. hired (h) any declaration or terminated payment of any employee dividend or engaged or terminated any independent contractor involved in other distribution of the Business other than in assets of the Ordinary CourseCompany; 4. Breached or waived (i) to the best of the Company’s knowledge, any Breach or any material right labor organization activity with respect to any Included ContractObligor’s employees; 5. canceled(j) any debt, written offobligation or liability incurred, assumed or compromised guaranteed by any debt Obligor, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business; (k) any sale, assignment or claim transfer or amendedany patents, canceledtrademarks, terminatedcopyrights, relinquished, waived, trade secrets or released other intangible assets; (l) any Included Contract change in any Material Agreement in effect that would have a Material Adverse Effect; (m) any satisfaction or rightdischarge of any Lien or payment of any obligation by any Obligor, except in the Ordinary Course ordinary course of business and which, in the aggregate, are that is not material to Sellerthe business, properties, financial condition, operations or prospects of the Company; 6. modified its pricing and purchasing policies and levels with respect (n) any Lien on any Asset of any Obligor except Permitted Liens; (o) any action, suit, proceeding or investigation against any Obligor, except any such action, suit, proceeding or investigation that (i) is not material to the Businessbusiness, properties, financial condition, operations or entered into, amended, renewed, terminated, prospects of the Company or permitted to lapse (ii) is set forth on Schedule 3.7; (p) any Included Contract written communication received by any Obligor alleging that the Company or transaction with its products has violated any of its Affiliates, the patents or paid to or received from any Affiliate of Seller any amount; 7. entered into any prepaid transactions outside of the Ordinary Course or otherwise accelerated revenue recognition or the sales for periods prior to the Closing with respect to in the Business; 8. changed its policies or practices with respect to the payment of accounts payable or patent related licenses and other current liabilities or the collection of accounts receivable (including any acceleration or delay or deferral of the payment or collection thereof) or failed to maintain the level proprietary rights and quality of its Inventory, in each case with respect to the Business; 9. amended any of its Governing Documents, or failed to maintain its existence as a limited liability company; 10. adopted any plan of merger, consolidation, reorganization, liquidation, or dissolution, or filed a petition in bankruptcy under any provisions of federal or state bankruptcy Law, or consented to the filing processes of any bankruptcy petition against it under any similar Law; 11. engaged in any transaction or provided any consideration relating to the release, modification, or diminution of any guarantee, Surety Bond, or other obligation of Seller or any Affiliate thereof with respect to in the Business; 12. failed to pay any of its Liabilities when due (other than vendor liabilities which are paid in the Ordinary Course within 45 to 70 days from invoice date); 13. entered into any compromise or settlement of any Legal Proceeding or any investigation by any Governmental Body, in each case with respect to the Business; 14. failed: (A) to comply with all applicable Laws (including Environmental Permits) in any material respect; (B) to meet all Environmental Requirements; or (C) to hold and maintain in good standing all material Permits (including Environmental Permits) necessary for the conduct of the Business and the ownership of its Purchased Assets; 15. made any filings or registrations with any Governmental Body with respect to the Business, except routine filings and registrations made in the Ordinary Course; 16. written up or down (or failed to write up or down) the value of any Purchased Assets, except in the Ordinary Course, in accordance with GAAP consistently applied; 17. introduced any material change with respect to the Business, including with respect to the products or services it sells, the areas in which such products or services are sold, its methods of manufacturing or distributing its products, the levels of Inventory, equipment, or revenue-earning property that it maintains, its marketing techniques, or its accounting methods; 18. adopted, amended, modified or terminated any Employee Benefit Plan applicable to employees of the BusinessPerson; or 19. entered into (q) any agreements other events or commitments to do conditions of any character that, either individually or perform cumulatively, have resulted in the future any actions referred to in this Section 2.8 (or disclosed an intent to do so), or taken or omitted to take any action that would be required to be disclosed in any section of the Disclosure Schedulea Material Adverse Effect.

Absence of Certain Developments. Except as set forth in Section 2.8 Schedule 3.7, and except for the solicitation and negotiation of a transaction to dispose of the Disclosure Schedule (arranged in subsections corresponding to Business and the subsections set forth below)transactions contemplated by this Agreement, since March 31, 2002 through the Balance Sheet Datedate hereof, Seller Xxxxxxx has conducted the Business only in the Ordinary Course andordinary course of business consistent with past practice and have not, on behalf of, in connection with or relating to the Business or the Business Assets: i. there has not been a Seller (a) suffered or otherwise incurred or experienced any Material Adverse ChangeEffect; ii. there has not been (b) sold, leased, transferred or assigned any material assets, tangible or intangible, outside the ordinary course of business; (c) entered into any material agreement, contract, lease or license outside the ordinary course of business; (d) suffered any theft, damage, destruction or lossloss of or to any property or properties owned or used by it, whether or not covered by insurance, with respect to the property and assets of Seller used that would have, individually or in the Business of more than $25,000 for any single loss or $125,000 the aggregate for any related lossesaggregate, or any failure to maintain insurance policies unmodified and without interruption; and iii. Seller has not: 1. failed to maintain its assets used in the Business in the same condition as on the Balance Sheet Date (ordinary wear and tear excluded)a Material Adverse Effect; 2. (e) made any material capital expenditure or commitment outside the ordinary course of business; (f) entered into or modified any employment, severance or similar agreements or arrangements with or granted any bonuses, salary or benefits increases, severance or termination pay to any Key Employee outside the ordinary course of business consistent with past practice; (g) adopted or amended any bonus, profit sharing, compensation, stock option, pension, retirement, deferred compensation, employment or other employee benefit plan, trust, fund or group arrangement for the benefit or welfare of any employees, officer, director or affiliate; (h) made any change in the rate, timing, vesting, accounting principles or funding of compensation, commission, bonus, or other direct or indirect remuneration payable or paid, or agreed or orally promised to pay, conditionally or otherwise, any bonus, incentive, retention, or other compensation, retirement, welfare, fringe or severance benefit, or vacation pay, to or in respect of any manager, officer, employee, distributor, or agent of Seller involved practices from those utilized in the Business, other than increases in preparation of the Ordinary Course in the base wages or salaries of employees of Seller other than officers or managers or as required by any employment ContractUnaudited Business Financial Statements; 3. hired (i) sold, pledged, encumbered or terminated any employee or engaged or terminated any independent contractor involved in otherwise burdened the Business other than in the Ordinary CourseShares; 4. Breached (j) taken any action or waived any Breach or any material right with respect to any Included Contract; 5. canceled, written off, or compromised any debt or claim or amended, canceled, terminated, relinquished, waived, or released any Included Contract or right, except in the Ordinary Course and which, in the aggregate, are not material to Seller; 6. modified its pricing and purchasing policies and levels with respect to the Business, or entered into, amended, renewed, terminated, or permitted to lapse any Included Contract or transaction with any of its Affiliates, or paid to or received from any Affiliate of Seller any amount; 7. entered into any prepaid transactions outside of the Ordinary Course or otherwise accelerated revenue recognition or the sales for periods prior agreement not described in subsections (a) through (i) above that is material to the Closing with respect to in the Business; 8. changed its policies Business or practices with respect to the payment of accounts payable or other current liabilities or the collection of accounts receivable (including any acceleration or delay or deferral of the payment or collection thereof) or failed to maintain the level and quality of its Inventory, in each case with respect to the Business; 9. amended any of its Governing Documents, or failed to maintain its existence as a limited liability company; 10. adopted any plan of merger, consolidation, reorganization, liquidation, or dissolution, or filed a petition in bankruptcy under any provisions of federal or state bankruptcy Law, or consented to the filing of any bankruptcy petition against it under any similar Law; 11. engaged in any transaction or provided any consideration relating to the release, modification, or diminution of any guarantee, Surety Bond, or other obligation of Seller or any Affiliate thereof with respect to in the Business; 12. failed to pay any of its Liabilities when due (other than vendor liabilities which are paid in the Ordinary Course within 45 to 70 days from invoice date); 13. entered into any compromise or settlement of any Legal Proceeding or any investigation by any Governmental Body, in each case with respect to the Business; 14. failed: (A) to comply with all applicable Laws (including Environmental Permits) in any material respect; (B) to meet all Environmental Requirements; or (C) to hold and maintain in good standing all material Permits (including Environmental Permits) necessary for the conduct of the Business and the ownership of its Purchased Assets; 15. made any filings or registrations with any Governmental Body with respect to the Business, except routine filings and registrations made in the Ordinary Course; 16. written up or down (or failed to write up or down) the value of any Purchased Assets, except in the Ordinary Course, in accordance with GAAP consistently applied; 17. introduced any material change with respect to the Business, including with respect to the products or services it sells, the areas in which such products or services are sold, its methods of manufacturing or distributing its products, the levels of Inventory, equipment, or revenue-earning property that it maintains, its marketing techniques, or its accounting methods; 18. adopted, amended, modified or terminated any Employee Benefit Plan applicable to employees of the BusinessXxxxxxx; or 19. entered into any agreements (k) agreed or commitments committed, whether orally or in writing, to do or perform in the future any actions referred to in this Section 2.8 (or disclosed an intent to do so), or taken or omitted to take any action that would be required to be disclosed in any section of the Disclosure Scheduleforegoing.

Absence of Certain Developments. Except as set forth in Section 2.8 of the Disclosure Schedule (arranged in subsections corresponding to the subsections set forth below)Since December 31, since the Balance Sheet Date2019, Seller has conducted the Business in the Ordinary Course and: i. there has not been a Seller Material Adverse ChangeEffect and except as set forth on Schedule 3(g): (i) no Seller has sold, leased, assigned, licensed, disposed of, abandoned or transferred any of its assets (including Intellectual Property) other than sales of inventory for fair consideration in the ordinary course of business; (ii. there ) no Seller has not been entered into any damageContract or series of Contracts either involving more than $75,000 and outside the ordinary course of business; (iii) no Person (including any Seller) has accelerated, destruction terminated or lossmodified (except with the prior written approval of Buyer) any Contract (or series of related Contracts) involving more than $75,000 to which any Seller is a party or by which any Seller is bound and, to the Knowledge of the Company, no party intends to take any such action; (iv) no Seller has suffered or imposed any Lien upon any of its assets except for Permitted Liens; (v) no Seller has released, assigned, discharged, waived, settled, satisfied or compromised any right or claim (or series of related rights or claims) either involving more than $75,000 or outside the ordinary course of business; (vi) no Seller has experienced any material damage or loss (whether or not covered by insurance) to its property; (vii) no Seller has entered into any collective bargaining agreement or modified the terms of any existing such agreement, or entered into or otherwise become bound by a collective bargaining relationship with respect to the property and assets of any labor organization; (viii) no Seller used has (A) granted any increase in the Business base compensation of more than $25,000 for any single loss of its current or $125,000 the aggregate for any related lossesformer directors, officers, employees or other service providers, (B) established, entered into, adopted, amended, modified, or terminated any failure to maintain insurance policies unmodified and without interruption; and iii. Seller has not: 1. failed to maintain its assets used in the Business in the same condition as on the Balance Sheet Date (ordinary wear and tear excluded); 2. made any change in the ratebonus, timingprofit sharing, vestingincentive, severance, Plan or other plan, Contract, or funding commitment for the benefit of compensationany of its current or former directors, commissionofficers, employees or other service providers, other than as required by Law or the terms of an existing Plan or committed to any of the foregoing, (C) granted any bonus, severance, benefit, or other direct or indirect remuneration payable or paidcompensation, or agreed granted any equity or orally promised equity-based award, in each case, to payany of its current or former directors, conditionally or otherwise, any bonus, incentive, retentionemployees, or other compensationservice providers, retirement(D) entered into or amended any arrangements that would constitute a Plan if in effect on the date hereof, welfare(E) accelerated or committed to accelerate the funding, fringe or severance benefitpayment, or vacation pay, to or in respect vesting of any managercompensation or benefit to any of its current or former director, officerofficers, employee, distributor, employees or agent of Seller involved in the Businessother service providers, other than increases in the Ordinary Course in the base wages or salaries of employees of Seller other than officers or managers or as required by any Plan in effect as of the date hereof or by applicable Law, or (F) hired or otherwise entered into any employment Contract; 3. hired or consulting agreement or arrangement with any person or terminated any employee of its current or engaged former directors, officers, employees or terminated other service providers whose compensation would exceed, on an annualized basis $75,000; (ix) no Seller has changed or otherwise modified any Tax election affecting it; (x) no Seller has materially changed its methods of accounting in effect as of the date of this Agreement, except as may be required by changes in GAAP as approved by its independent contractor involved in the Business auditors; (xi) no Seller has sold, assigned, licensed, sublicensed, transferred or encumbered any of its Intellectual Property, disclosed any Confidential Information to any Person (other than in the Ordinary Course; 4. Breached or waived any Breach or any material right with respect to any Included Contract; 5. canceledBuyer and Buyer’s representatives, written offagents, attorneys and accountants), or compromised any debt or claim or amended, canceled, terminated, relinquished, waived, or released any Included Contract or right, except in the Ordinary Course and which, in the aggregate, are not material to Seller; 6. modified its pricing and purchasing policies and levels with respect to the Business, or entered into, amended, renewed, terminated, abandoned or permitted to lapse any Included Contract of its Intellectual Property; (xii) no Seller has made any change in key management of any Seller, including hiring or transaction terminating any officer, or entered into any employment agreements with any officers or key management employees; (xiii) no Seller has acquired by merging or consolidating with, or by purchasing a substantial portion of its Affiliatesthe assets of, or by any other manner, any business or Person or division thereof, other than purchases of assets in the ordinary course of business; (xiv) no Seller has declared, set aside, established a record date for or paid any dividend, distribution or other payment, entered into any agreement to repurchase any equity interests of any Seller, or paid to or received from any Affiliate of Seller any amount; 7. entered into any prepaid transactions outside of the Ordinary Course or otherwise accelerated revenue recognition or the sales for periods prior to the Closing with respect to in the Business; 8. changed its policies or practices with respect to the payment of accounts payable or other current liabilities or the collection of accounts receivable (including any acceleration or delay or deferral of the payment or collection thereof) or failed to maintain the level and quality of its Inventory, in each case with respect to the Business; 9. amended any of its Governing Documents, or failed to maintain its existence as a limited liability company; 10. adopted any plan of merger, consolidation, reorganization, liquidation, or dissolution, or filed a petition in bankruptcy under any provisions of federal or state bankruptcy Law, or consented to the filing of any bankruptcy petition against it under any similar Law; 11. engaged in any transaction or provided any consideration relating to the release, modification, or diminution of any guarantee, Surety Bond, or other obligation of Seller or any Affiliate thereof with respect to in the Business; 12. failed agreed to pay any Indebtedness or any Transaction Expenses; provided that the Sellers shall be permitted to make a cash dividend to their respective equity holders after the date hereof so long as the Sellers determine in good faith on the date of its Liabilities when due (other than vendor liabilities which are paid such dividend that the dividend will not result in the Ordinary Course within 45 Working Capital on the Closing Date falling below the Target Working Capital; and (xv) no Seller has authorized any of, or committed or agreed to 70 days from invoice date); 13. entered into take, whether in writing or otherwise, any compromise or settlement of any Legal Proceeding or any investigation by any Governmental Body, in each case with respect to the Business; 14. failed: (A) to comply with all applicable Laws (including Environmental Permits) in any material respect; (B) to meet all Environmental Requirements; or (C) to hold and maintain in good standing all material Permits (including Environmental Permits) necessary for the conduct of the Business and the ownership of its Purchased Assets; 15. made any filings or registrations with any Governmental Body with respect to the Business, except routine filings and registrations made in the Ordinary Course; 16. written up or down (or failed to write up or down) the value of any Purchased Assets, except in the Ordinary Course, in accordance with GAAP consistently applied; 17. introduced any material change with respect to the Business, including with respect to the products or services it sellsof, the areas in which such products or services are sold, its methods of manufacturing or distributing its products, the levels of Inventory, equipment, or revenue-earning property that it maintains, its marketing techniques, or its accounting methods; 18. adopted, amended, modified or terminated any Employee Benefit Plan applicable to employees of the Business; or 19. entered into any agreements or commitments to do or perform in the future any actions referred to in this Section 2.8 (or disclosed an intent to do so), or taken or omitted to take any action that would be required to be disclosed in any section of the Disclosure Scheduleforegoing actions.

Absence of Certain Developments. Except for transactions contemplated ------------------------------- by this Agreement or as set forth in Section 2.8 on the attached Hoechst Developments Schedule, ----------------------------- since the date of the Disclosure Schedule Latest Balance Sheet, none of the Hoechst Entities has (arranged in subsections corresponding with respect to the subsections set forth belowBusiness): (a) mortgaged or pledged any of its properties or assets or subjected them to any Lien except Permitted Liens; (b) sold, assigned, licensed (as licensor), since the Balance Sheet Date, Seller has conducted the Business disposed or permitted any other Person to use any of its tangible assets (other than in the Ordinary Course and: i. there has not been ordinary course of business) having a Seller Material Adverse Changefair market value in excess of $500,000 in the aggregate, or canceled without fair consideration any debts or claims owing to or held by it; ii. there has not been (c) sold, assigned, licensed (as licensor), disposed of or transferred any Permits, Proprietary Rights or other intangible assets having a fair market value in excess of $500,000 in the aggregate, or disclosed any proprietary confidential information to any Person except to Dade and its representatives herewith or in the ordinary course of business; (d) suffered any damage, destruction or losscasualty loss to its tangible assets of the Business in excess of $500,000, whether or not covered by insurance, with respect to the property and assets ; (e) suffered any extraordinary losses or canceled or waived any rights having a value in excess of Seller used $500,000 in the Business aggregate; (f) made any loans or advances to, guarantees for the benefit of, or any investments in, any Persons in excess of $500,000 in the aggregate; (g) instituted or settled any claim or lawsuit involving equitable or injunctive relief or more than $25,000 for any single loss or $125,000 the aggregate for any related losses, or any failure to maintain insurance policies unmodified and without interruption; and iii. Seller has not: 1. failed to maintain its assets used in the Business in the same condition as on the Balance Sheet Date (ordinary wear and tear excluded); 2. made any change in the rate, timing, vesting, or funding of compensation, commission, bonus, or other direct or indirect remuneration payable or paid, or agreed or orally promised to pay, conditionally or otherwise, any bonus, incentive, retention, or other compensation, retirement, welfare, fringe or severance benefit, or vacation pay, to or in respect of any manager, officer, employee, distributor, or agent of Seller involved in the Business, other than increases in the Ordinary Course in the base wages or salaries of employees of Seller other than officers or managers or as required by any employment Contract; 3. hired or terminated any employee or engaged or terminated any independent contractor involved in the Business other than in the Ordinary Course; 4. Breached or waived any Breach or any material right with respect to any Included Contract; 5. canceled, written off, or compromised any debt or claim or amended, canceled, terminated, relinquished, waived, or released any Included Contract or right, except in the Ordinary Course and which, 500,000 in the aggregate, are not material to Seller; 6. modified its pricing and purchasing policies and levels with respect to (h) except (i) in the Businessordinary course of business or (ii as would otherwise be permitted in Section 4.9(k) below, or entered into, amended, renewed, terminated, modified or permitted to lapse supplemented any Included Contract or transaction with any of its Affiliatesofficers, directors, equity holders, agents or its or their affiliates, or paid to with any family member of any such individual, or received from with any Affiliate of Seller entity in which any amountsuch person or individual owns a beneficial interest; 7. (i) entered into any prepaid transactions outside other Contracts involving liabilities or obligations in excess of the Ordinary Course or otherwise accelerated revenue recognition or the sales for periods prior to the Closing with respect to in the Business$500,000; 8. changed its policies (j) accelerated, terminated, modified or practices with respect to the payment of accounts payable or other current liabilities or the collection of accounts receivable canceled any Contracts involving more than $500,000; (k) entered into any employment contract (including any acceleration with an independent contractor) involving more than $200,000 or delay collective bargaining agreement, written or deferral of the payment or collection thereof) or failed to maintain the level and quality of its Inventory, in each case with respect to the Business; 9. amended any of its Governing Documents, or failed to maintain its existence as a limited liability company; 10. adopted any plan of merger, consolidation, reorganization, liquidation, or dissolution, or filed a petition in bankruptcy under any provisions of federal or state bankruptcy Law, or consented to the filing of any bankruptcy petition against it under any similar Law; 11. engaged in any transaction or provided any consideration relating to the release, modification, or diminution of any guarantee, Surety Bond, or other obligation of Seller or any Affiliate thereof with respect to in the Business; 12. failed to pay any of its Liabilities when due oral (other than vendor liabilities which are paid in any oral contract for employment at the Ordinary Course within 45 to 70 days from invoice datewill of Hoechst); 13. entered into any compromise , or settlement of any Legal Proceeding or any investigation by any Governmental Body, in each case with respect to the Business; 14. failed: (A) to comply with all applicable Laws (including Environmental Permits) modified in any material respect; (B) to meet all Environmental Requirements; respect the terms of any existing such contract or (C) to hold and maintain in good standing all material Permits (including Environmental Permits) necessary for the conduct of the Business and the ownership of its Purchased Assetsagreement; 15. made any filings or registrations with any Governmental Body with respect to the Business, except routine filings and registrations made in the Ordinary Course; 16. written up or down (or failed to write up or downl) the value of any Purchased Assets, except in the Ordinary Course, in accordance with GAAP consistently applied; 17. introduced any material change with respect to the Business, including with respect to the products or services it sells, the areas in which such products or services are sold, its methods of manufacturing or distributing its products, the levels of Inventory, equipment, or revenue-earning property that it maintains, its marketing techniques, or its accounting methods; 18. adopted, amended, modified or terminated any Employee Benefit Plan applicable bonus, profit- sharing, incentive, benefit, welfare, severance or other plan, Contract or commitment for the benefit of any of its directors, officers and employees; (m) except (i) for ordinary course salary increases and bonuses paid consistent with past practice and as contemplated by the current business plan or (ii as required by pre-existing Contracts, made or granted any bonus or any wage or salary increase to employees any employee or group of employees, or made or granted any increase in any vacation or sick pay policy; (n) engaged in any promotional sales or discount or other similar activity with customers other than in the ordinary course of business; (o) instituted or permitted any change involving more than $500,000 in the conduct of the Business, or any significant change in its method of manufacturing, purchase, distribution, sale, lease, management, marketing, promotion or operation; (p) made any change in any method of accounting or accounting policies, other than those required by GAAP and which have been disclosed in writing to Dade; (q) entered into any transaction other than in the ordinary course of business involving more than $500,000; or 19. entered into any agreements (r) agreed or commitments committed to do or perform in the future any actions referred to in this Section 2.8 (or disclosed an intent to do so), or taken or omitted to take any action that would be required to be disclosed in any section of the Disclosure Scheduleforegoing.

Absence of Certain Developments. Except as set forth in Section 2.8 of the Disclosure Schedule Since January 1, 2013, (arranged in subsections corresponding to the subsections set forth below), since the Balance Sheet Date, Seller has conducted the Business in the Ordinary Course and: i. there has not been a Seller Material Adverse Change; ii. x) there has not been any damageevent, destruction change, occurrence or loss, whether circumstance that has had or not covered by insurance, with respect would reasonably be expected to have a Material Adverse Effect and (y) none of the property and assets of Seller used in the Business of more than $25,000 for any single loss or $125,000 the aggregate for any related losses, or any failure to maintain insurance policies unmodified and without interruption; and iii. Seller Companies has not: 1. failed to maintain conducted its assets used in the Business in the same condition as on the Balance Sheet Date (ordinary wear and tear excluded); 2. made any change in the rate, timing, vesting, or funding of compensation, commission, bonus, or other direct or indirect remuneration payable or paid, or agreed or orally promised to pay, conditionally or otherwise, any bonus, incentive, retention, or other compensation, retirement, welfare, fringe or severance benefit, or vacation pay, to or in respect of any manager, officer, employee, distributor, or agent of Seller involved in the Business, other than increases in the Ordinary Course in the base wages or salaries of employees of Seller other than officers or managers or as required by any employment Contract; 3. hired or terminated any employee or engaged or terminated any independent contractor involved in the Business business other than in the Ordinary Courseordinary course of business consistent with past practices, except as set forth on Schedule 4.06. Without limiting the generality of the foregoing, except as set forth on Schedule 4.06, since January 1, 2013, none of the Companies has: (a) amended or modified its Charter Document or Governing Document; 4. Breached (b) subjected any material portion of its properties or assets to any Lien; (c) sold, assigned, licensed, leased, transferred or otherwise disposed of any material portion of its tangible assets, except for sales of finished goods or inventory in the ordinary course of business consistent with past practices; (d) sold, assigned, licensed or transferred any patents, trademarks, trade names, copyrights, trade secrets or other intangible assets or Intellectual Property; (e) made or granted any bonus or any compensation or salary increase to any current (or former) employee whose annual base salary is (or was at the time of his or her termination) in excess of $75,000 (except for annual salary increases in connection with annual performance reviews in the ordinary course of business consistent with past practice which do not exceed 5% of such employee’s previous base salary before such increase), 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 severance agreement or employment contract or adopted any new employee benefit plan or arrangement or severance agreement, retention, change in control, bonus or deferred compensation agreement or employment contract; (f) entered into any Material Contract other than those listed on Schedule 4.11 or accelerated, terminated, modified, canceled or waived any Breach or any material right with respect to any Included Material Contract; 5. canceled(g) made any election pursuant to Treasury Regulation Section 301.7701-3(c) (or any analogous provision of state or local income Tax Law); (h) experienced any damage, written offdestruction or loss (whether or not covered by insurance) involving individually or in the aggregate at least $25,000 of its assets or properties; (i) made any capital expenditure or series of related capital expenditures, or entered into any commitment for capital expenditures or series of related capital expenditures involving more than $25,000 individually, or more than $50,000 in the aggregate; (j) incurred, assumed or guaranteed any Indebtedness, other than Indebtedness under their existing lines of credit with The Huntington National Bank; (k) canceled or compromised any debt or claim or amended, canceled, terminated, relinquished, waived, waived or released any Included Contract or right, except in material right of any of the Ordinary Course and which, in the aggregate, are not material to SellerCompanies; 6. modified its pricing and purchasing policies and levels with respect to the Business, (l) incurred any obligation or entered into, amended, renewed, terminated, or permitted to lapse any Included Contract or transaction with any of its Affiliates, or paid to or received from any Affiliate of Seller any amount; 7. entered into any prepaid transactions outside Contract which either (i) required a payment of the Ordinary Course in excess of $50,000 or otherwise accelerated revenue recognition or the sales for periods prior to the Closing with respect to (ii) has a term that requires performance over a period in the Businessexcess of one year; 8. changed its policies (m) merged, consolidated or practices made any capital investment into or with respect to the payment any other Person or acquired or combined with (by merger, consolidation, acquisition of accounts payable securities or assets or otherwise) any corporation, partnership or other current liabilities business organization or the collection division or any material assets of accounts receivable (including any acceleration other Person or delay or deferral of the payment or collection thereof) or failed to maintain the level and quality of its Inventory, in each case with respect to the Business; 9. amended any of its Governing Documents, or failed to maintain its existence as a limited liability company; 10. adopted any plan of merger, consolidation, reorganization, complete or partial liquidation, or dissolution, restructuring, recapitalization or filed a petition other reorganization of the Companies; (n) commenced or entered into any settlement or release with respect to any Action; (o) made any change in bankruptcy under any provisions method of federal accounting or state bankruptcy Law, or consented to the filing accounting practice of any bankruptcy petition against it under any similar of the Companies, except as required by GAAP or applicable Law; 11. engaged in (p) made any transaction sale or provided any consideration relating to the release, modification, or diminution other disposition of any guaranteeof the assets reflected in the Financial Statements, Surety Bondexcept for sales of inventory or disposition of damaged or obsolete assets in the ordinary course of business consistent with past practices; (q) made any acquisition or purchase or disposition of any material assets, or other obligation of Seller business or any Affiliate thereof with respect to in the Business; 12. failed to pay any of its Liabilities when due (other than vendor liabilities which are paid in the Ordinary Course within 45 to 70 days from invoice date); 13. entered into any compromise or settlement of any Legal Proceeding or any investigation by any Governmental Body, in each case with respect to the Business; 14. failed: (A) to comply with all applicable Laws (including Environmental Permits) in any material respect; (B) to meet all Environmental Requirements; or (C) to hold and maintain in good standing all material Permits (including Environmental Permits) necessary for the conduct of the Business and the ownership of its Purchased Assets; 15. made any filings or registrations with any Governmental Body with respect to the Business, except routine filings and registrations made in the Ordinary Course; 16. written up or down (or failed to write up or down) the value of any Purchased Assets, except in the Ordinary Course, in accordance with GAAP consistently applied; 17. introduced any material change with respect to the Business, including with respect to the products or services it sells, the areas in which such products or services are sold, its methods of manufacturing or distributing its products, the levels of Inventory, equipment, or revenue-earning property that it maintains, its marketing techniques, or its accounting methods; 18. adopted, amended, modified or terminated any Employee Benefit Plan applicable to employees of the Businessproduct line; or 19. entered into any agreements or commitments (r) committed to do or perform in the future any actions referred to in this Section 2.8 (or disclosed an intent to do so), or taken or omitted to take any action that would be required to be disclosed in any section of the Disclosure Scheduleforegoing.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth in on Section 2.8 4.9 of the Disclosure Schedule (arranged in subsections corresponding to the subsections set forth below)Schedule, since the Balance Sheet Date, Seller has conducted the Business in the Ordinary Course and: i. there has not been a Seller Material Adverse Change; ii. (a) there has not been any damageeffect, destruction event, change, occurrence or losscircumstance that, whether individually or not covered by insurance, with respect to the property and assets of Seller used in the aggregate, has had or would reasonably be expected to have a Seller Material Adverse Effect, and (b) each Acquired Company and each of their Subsidiaries: (i) have conducted their respective businesses only in the Ordinary Course of Business of more than $25,000 for consistent with past practice; (ii) have not repurchased, redeemed or otherwise acquired any single loss or $125,000 the aggregate for any related lossesoutstanding securities of, or other ownership interests in, any failure to maintain insurance policies unmodified and without interruption; andAcquired Company or any of their Subsidiaries; (iii. Seller has not: 1. failed to maintain its assets used ) have not (A) except in the Business in Ordinary Course of Business, increased the same condition as on the Balance Sheet Date salary or other compensation of any manager, officer or Employee, (ordinary wear and tear excluded); 2. made B) granted any change in the rate, timing, vesting, unusual or funding of compensation, commission, extraordinary bonus, benefit or other direct or indirect remuneration payable or paid, or agreed or orally promised compensation to pay, conditionally or otherwise, any bonus, incentive, retention, or other compensation, retirement, welfare, fringe or severance benefit, or vacation pay, to or in respect of any manager, officer, employeeEmployee or consultant, distributor(C) increased the coverage or benefits available under any (or created any new) severance pay, termination pay, vacation pay, awards, salary continuation for disability, sick leave, deferred compensation, bonus or other incentive compensation, insurance, pension or other employee benefit plan or arrangement made to, for, or agent with any of Seller involved in the Businessmanagers, other than increases in the Ordinary Course in the base wages officers, Employees, agents or salaries representatives of employees any Acquired Company or any of Seller other than officers their Subsidiaries or managers otherwise modified or as required by any employment Contract; 3. hired amended or terminated any employee such plan or engaged arrangement or terminated (D) entered into any independent contractor involved in the Business other than in the Ordinary Courseemployment, deferred compensation, severance, special pay, consulting, non-competition or similar agreement or arrangement with any managers or officers of any Acquired Company or any of their Subsidiaries (or amended any such agreement to which any Acquired Company or any of their Subsidiaries is a party); 4. Breached (iv) have not issued, created, incurred, assumed, guaranteed, endorsed or waived any Breach otherwise become liable or any material right responsible with respect to (whether directly, contingently or otherwise) any Included ContractIndebtedness in an amount in excess of Two Hundred Fifty Thousand Dollars ($250,000) or modified the terms of any Indebtedness or other Liability; 5. canceled(v) except for Permitted Liens, written offhave not permitted, allowed or suffered to be encumbered, any of the properties or assets (whether tangible or intangible) of, or used by, any Acquired Company or any of their Subsidiaries; (vi) have not cancelled or compromised any debt or claim or amended, canceled, terminated, relinquished, waived, waived or released any Included Contract material right of any Acquired Company or rightany of their Subsidiaries, except in the Ordinary Course and which, in the aggregate, are not material to Sellerof Business; 6. modified its pricing and purchasing policies and levels with respect to the Business, or entered into(vii) have not terminated, amended, renewedrestated, terminated, supplemented or permitted to lapse waived any Included Contract or transaction with any of its Affiliates, or paid to or received from any Affiliate of Seller any amount; 7. entered into any prepaid transactions outside of the Ordinary Course or otherwise accelerated revenue recognition or the sales for periods prior to the Closing with respect to in the Business; 8. changed its policies or practices with respect to the payment of accounts payable or other current liabilities or the collection of accounts receivable (including any acceleration or delay or deferral of the payment or collection thereof) or failed to maintain the level and quality of its Inventory, in each case with respect to the Business; 9. amended any of its Governing Documents, or failed to maintain its existence as a limited liability company; 10. adopted any plan of merger, consolidation, reorganization, liquidation, or dissolution, or filed a petition in bankruptcy rights under any provisions of federal or state bankruptcy Law, or consented to the filing of any bankruptcy petition against it under any similar Law; 11. engaged in any transaction or provided any consideration relating to the release, modification, or diminution of any guarantee, Surety Bond, or other obligation of Seller or any Affiliate thereof with respect to in the Business; 12. failed to pay any of its Liabilities when due (A) Material Contract (other than vendor liabilities which are paid in the Ordinary Course within 45 to 70 days from invoice date); 13. entered into any compromise of Business) or settlement of any Legal Proceeding or any investigation by any Governmental Body, in each case with respect to the Business; 14. failed: (A) to comply with all applicable Laws (including Environmental Permits) in any material respect; (B) Permit; (viii) have not failed to meet all Environmental Requirements; or (C) to hold promptly pay and maintain discharge current liabilities except where disputed in good standing all material Permits faith by appropriate proceedings; and (including Environmental Permitsix) necessary for the conduct of the Business and the ownership of its Purchased Assets; 15. made any filings have not agreed (whether in writing or registrations with any Governmental Body with respect to the Business, except routine filings and registrations made in the Ordinary Course; 16. written up or down (or failed to write up or downotherwise) the value of any Purchased Assets, except in the Ordinary Course, in accordance with GAAP consistently applied; 17. introduced any material change with respect to the Business, including with respect to the products or services it sells, the areas in which such products or services are sold, its methods of manufacturing or distributing its products, the levels of Inventory, equipment, or revenue-earning property that it maintains, its marketing techniques, or its accounting methods; 18. adopted, amended, modified or terminated any Employee Benefit Plan applicable to employees of the Business; or 19. entered into any agreements or commitments to do or perform in the future any actions referred to in this Section 2.8 (or disclosed an intent to do so), or taken or omitted to take any action that would be required cause to be disclosed in done any section of the Disclosure Scheduleactions set forth in clauses (ii) – (viii) above.

Absence of Certain Developments. Except for the transactions contemplated by this Agreement or as otherwise set forth in Section 2.8 of the Disclosure Schedule (arranged in subsections corresponding to the subsections set forth below)on SCHEDULE 3.13 hereto, since March 31, 2003, the Balance Sheet Date, Seller Company has conducted the Business only in the Ordinary Course andof Business and has not: i. there has not been a Seller Material Adverse Change(a) Sold, leased, assigned or otherwise transferred any material properties or assets, or disposed of or permitted to lapse any rights in any Permit or Intellectual Property owned by the Company and used by the Business, other than in the usual and Ordinary Course of Business, or organized any new business entity or acquired any equity securities, assets, properties, or business of any Person or any equity or ownership interest in any business or merged with or into or consolidated with any other Person; (b) Suffered, sustained or incurred any material Loss or waived or released any material right or claim, whether or not (i) in the Ordinary Course of Business, and (ii. there has not been ) covered by insurance. (c) Suffered, sustained or incurred any material damage, destruction or losscasualty loss to any material Assets, whether or not covered by insurance, with respect to the property and assets of Seller used in the Business of more than $25,000 for any single loss or $125,000 the aggregate for any related losses, or any failure to maintain insurance policies unmodified and without interruption; and iii. Seller has not: 1. failed to maintain its assets used in the Business in the same condition as on the Balance Sheet Date (ordinary wear and tear excluded); 2. made (d) Subjected any change in of the rateAssets to any Encumbrance, timing, vesting, whether or funding of compensation, commission, bonus, or other direct or indirect remuneration payable or paid, or agreed or orally promised to pay, conditionally or otherwise, any bonus, incentive, retention, or other compensation, retirement, welfare, fringe or severance benefit, or vacation pay, to or in respect of any manager, officer, employee, distributor, or agent of Seller involved in the Business, other than increases 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 base wages or salaries of employees of Seller other than officers or managers or as required by any employment Contract; 3. hired Schedules hereto, amended or terminated any employee or engaged or terminated any independent contractor involved in of the Operating Contracts of the Business other than in the Ordinary Course; 4. Breached or waived any Breach or any material right with respect to any Included Contract; 5. canceled, written off, or compromised any debt or claim or amended, canceled, terminated, relinquished, waived, or released any Included Contract or right, except in the Ordinary Course and which, in the aggregate, are not material to Seller; 6. modified its pricing and purchasing policies and levels with respect to the Business, or entered into, amended, renewed, terminated, or permitted to lapse any Included Contract or transaction with any of its Affiliates, or paid to or received from any Affiliate of Seller any amount; 7. entered into any prepaid transactions outside of the Ordinary Course or otherwise accelerated revenue recognition or the sales for periods prior to the Closing with respect to in the Business; 8. changed its policies or practices with respect to the payment of accounts payable or other current liabilities or the collection of accounts receivable (including any acceleration or delay or deferral of the payment or collection thereof) or failed to maintain the level and quality of its Inventory, in each case with respect to the Business; 9. amended any of its Governing Documents, or failed to maintain its existence as a limited liability company; 10. adopted any plan of merger, consolidation, reorganization, liquidation, or dissolution, or filed a petition in bankruptcy under any provisions of federal or state bankruptcy Law, or consented to the filing of any bankruptcy petition against it under any similar Law; 11. engaged in any transaction or provided any consideration relating to the release, modification, or diminution of any guarantee, Surety Bond, or other obligation of Seller or any Affiliate thereof with respect to in the Business; 12. failed to pay any of its Liabilities when due (other than vendor liabilities which are paid in the Ordinary Course within 45 to 70 days from invoice datehereinafter defined); 13. entered into any compromise (g) Changed accounting methods or settlement of any Legal Proceeding or any investigation by any Governmental Body, in each case with respect to the Businesspractices; 14. failed: (Ah) to comply with all applicable Laws Suffered a Material Adverse Change, other than (including Environmental Permitsi) in any material respect; recognizing the current state of the 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 (Bii) to meet all Environmental Requirements; or (C) to hold and maintain in good standing all material Permits (including Environmental Permits) necessary for the conduct fact that the subscription renewal peak cycle of the Business and the ownership of its Purchased Assets; 15. made any filings occurred on or registrations with any Governmental Body with respect about March, 2003 and, due to the Businessseasonable fluctuation of cash flow, except routine filings and registrations made will decline in the Ordinary Course; 16. written up or down (or failed to write up or down) the value of any Purchased Assets, except in the Ordinary Course, in accordance with GAAP consistently applied; 17. introduced any material change with respect to the Business, including with respect to the products or services it sells, the areas in which such products or services are sold, its methods of manufacturing or distributing its products, the levels of Inventory, equipment, or revenue-earning property that it maintains, its marketing techniques, or its accounting methods; 18. adopted, amended, modified or terminated any Employee Benefit Plan applicable to employees subsequent months of the Businessfiscal year; or 19. entered (i) Entered into any agreements or commitments Contract to do or perform in the future any actions referred to in this Section 2.8 (or disclosed an intent to do so), or taken or omitted to take any action that would be required to be disclosed in any section of the Disclosure Scheduleforegoing.

Absence of Certain Developments. Except as set forth Since December 15, 1999, W3C has ------------------------------- not; (a) issued any securities or any right, option or warrants with respect thereto; (b) borrowed any amount, obtained any letters of credit or incurred or become subject to any Liabilities except accounts payable or liabilities in Section 2.8 excess of the Disclosure Schedule (arranged in subsections corresponding to the subsections set forth below), since the Balance Sheet Date, Seller has conducted the Business $25,000 in the Ordinary Course and: i. there has not been a Seller Material Adverse Changeaggregate; ii. there has not been (c) discharged or satisfied any lien or encumbrance or paid any obligation or liability, other than current liabilities paid in the ordinary course of business; (d) mortgaged or pledged any of its rights, assets or properties, or subjected them to any lien, charge or any other encumbrance; (e) sold, leased, subleased, assigned or transferred any of its rights, assets or properties, except in the ordinary course of business, or cancelled any debts or claims; (f) made any changes in any employee compensation, severance or termination agreement, commitment or offer of employment to any individuals; (g) entered into any material transaction, or modified any existing transaction; (h) suffered any damage, destruction or casualty loss, whether or not covered by insuranceinsurance ; (i) made any capital expenditures, with respect to additions or improvements or commitments for the property and assets of Seller used same, except those made in the Business ordinary course of more than $25,000 for any single loss or $125,000 business which in the aggregate for do not exceed $25,000; (j) entered into any related lossestransaction or operated the Business, or any failure to maintain insurance policies unmodified and without interruption; and iii. Seller has not: 1. failed to maintain its assets used not in the Business in the same condition as on the Balance Sheet Date (ordinary wear and tear excluded)course of business; 2. (k) made any change in the rateits accounting methods or practices or ceased making accruals for taxes, timingobsolete inventory, vesting, or funding of compensation, commission, bonus, or vacation and other direct or indirect remuneration payable or paid, or agreed or orally promised to pay, conditionally or otherwise, any bonus, incentive, retention, or other compensation, retirement, welfare, fringe or severance benefit, or vacation pay, to or in respect of any manager, officer, employee, distributor, or agent of Seller involved in the Business, other than increases in the Ordinary Course in the base wages or salaries of employees of Seller other than officers or managers or as required by any employment Contractcustomary accruals; 3. hired or terminated any employee or engaged or terminated any independent contractor involved in the Business (l) ceased from reserving cash to pay taxes, principal and interest on borrowed funds, and other than in the Ordinary Coursecustomary expenses and payments; 4. Breached or waived (m) caused to be made any Breach or any material right with respect to any Included Contract; 5. canceled, written off, or compromised any debt or claim or amended, canceled, terminated, relinquished, waived, or released any Included Contract or right, except in the Ordinary Course and which, in the aggregate, are not material to Seller; 6. modified its pricing and purchasing policies and levels with respect to the Business, or entered into, amended, renewed, terminated, or permitted to lapse any Included Contract or transaction with reevaluation of any of its Affiliatesrights, assets or paid to or received from any Affiliate of Seller any amountproperties; 7. (n) caused to be entered into any prepaid transactions outside amendment or termination of the Ordinary Course any lease, customer or otherwise accelerated revenue recognition supplier contract or the sales for periods prior other material contract or agreement to the Closing with respect to in the Businesswhich it is a party; 8. changed (o) made any material change in any of its policies business policies, including, without limitation, advertising, distributing, marketing, pricing, purchasing, personnel, sales, returns, budget or practices with respect to the payment of accounts payable product acquisition or other current liabilities or the collection of accounts receivable sale policies; (including any acceleration or delay or deferral of the payment or collection thereofp) terminated or failed to maintain the level and quality of its Inventoryrenew, in each case with respect or received any written threat (that was not subsequently withdrawn) to terminate or fail to renew, any contract or other agreement that is or was material to the BusinessBusiness or its financial condition; 9. amended (q) permitted to occur or be made any other event or condition of its Governing Documents, or failed to maintain its existence as any character which has had a limited liability companymaterial adverse effect on it; 10. adopted (r) waived any plan of merger, consolidation, reorganization, liquidation, rights material to its financial or dissolution, or filed a petition in bankruptcy under any provisions of federal or state bankruptcy Law, or consented to the filing of any bankruptcy petition against it under any similar Lawbusiness condition; 11. engaged in (s) made any transaction illegal payment or provided any consideration relating to the release, modification, or diminution of any guarantee, Surety Bond, or other obligation of Seller or any Affiliate thereof with respect to in the Businessrebates; 12. failed to pay (t) made or changed any of its Liabilities when due (other than vendor liabilities which are paid in the Ordinary Course within 45 to 70 days from invoice date)material tax election; 13. (u) paid or declared any dividends or distributions; (v) repurchased or redeemed any securities; or (w) entered into any compromise or settlement of agreement to do any Legal Proceeding or any investigation by any Governmental Body, in each case with respect to the Business; 14. failed: (A) to comply with all applicable Laws (including Environmental Permits) in any material respect; (B) to meet all Environmental Requirements; or (C) to hold and maintain in good standing all material Permits (including Environmental Permits) necessary for the conduct of the Business and the ownership of its Purchased Assets; 15. made any filings or registrations with any Governmental Body with respect to the Business, except routine filings and registrations made in the Ordinary Course; 16. written up or down (or failed to write up or down) the value of any Purchased Assets, except in the Ordinary Course, in accordance with GAAP consistently applied; 17. introduced any material change with respect to the Business, including with respect to the products or services it sells, the areas in which such products or services are sold, its methods of manufacturing or distributing its products, the levels of Inventory, equipment, or revenue-earning property that it maintains, its marketing techniques, or its accounting methods; 18. adopted, amended, modified or terminated any Employee Benefit Plan applicable to employees of the Business; or 19. entered into any agreements or commitments to do or perform in the future any actions referred to in this Section 2.8 (or disclosed an intent to do so), or taken or omitted to take any action that would be required to be disclosed in any section of the Disclosure Scheduleforegoing.

Absence of Certain Developments. Except as set forth in Section 2.8 Schedule 3.7, and except for the solicitation and negotiation of a transaction to dispose of the Disclosure Schedule (arranged in subsections corresponding to Business and the subsections set forth below)transactions contemplated by this Agreement, since August 31, 2004 through the Balance Sheet Datedate hereof, Seller has Coronado and the Principals have conducted the Business only in the Ordinary Course andordinary course of business consistent with past practice and has not, on behalf of, in connection with or relating to the Business or the Business Assets: i. there has not been a Seller (a) suffered or otherwise incurred or experienced any Material Adverse ChangeEffect; ii. there has not been (b) sold, leased, transferred or assigned any material assets, tangible or intangible, outside the ordinary course of business; (c) entered into any material agreement, contract, lease or license outside the ordinary course of business; (d) suffered any theft, damage, destruction or lossloss of or to any property or properties owned or used by it, whether or not covered by insurance, with respect to the property and assets of Seller used that would have, individually or in the Business of more than $25,000 for any single loss or $125,000 the aggregate for any related lossesaggregate, or any failure to maintain insurance policies unmodified and without interruption; and iii. Seller has not: 1. failed to maintain its assets used in the Business in the same condition as on the Balance Sheet Date (ordinary wear and tear excluded)a Material Adverse Effect; 2. (e) made any material capital expenditure or commitment outside the ordinary course of business; (f) entered into or modified any employment, severance or similar agreements or arrangements with or granted any bonuses, salary or benefits increases, severance or termination pay to any Key Employee outside the ordinary course of business consistent with past practice; (g) adopted or amended any bonus, profit sharing, compensation, stock option, pension, retirement, deferred compensation, employment or other employee benefit plan, trust, fund or group arrangement for the benefit or welfare of any employees, officer, director or affiliate; (h) made any change in the rate, timing, vesting, accounting principles or funding of compensation, commission, bonus, or other direct or indirect remuneration payable or paid, or agreed or orally promised to pay, conditionally or otherwise, any bonus, incentive, retention, or other compensation, retirement, welfare, fringe or severance benefit, or vacation pay, to or in respect of any manager, officer, employee, distributor, or agent of Seller involved practices from those utilized in the Business, other than increases in preparation of the Ordinary Course in the base wages or salaries of employees of Seller other than officers or managers or as required by any employment ContractUnaudited Business Financial Statements; 3. hired (i) sold, pledged, encumbered or terminated any employee or engaged or terminated any independent contractor involved in otherwise burdened the Business other than in the Ordinary CourseInterests; 4. Breached (j) taken any action or waived any Breach or any material right with respect to any Included Contract; 5. canceled, written off, or compromised any debt or claim or amended, canceled, terminated, relinquished, waived, or released any Included Contract or right, except in the Ordinary Course and which, in the aggregate, are not material to Seller; 6. modified its pricing and purchasing policies and levels with respect to the Business, or entered into, amended, renewed, terminated, or permitted to lapse any Included Contract or transaction with any of its Affiliates, or paid to or received from any Affiliate of Seller any amount; 7. entered into any prepaid transactions outside of the Ordinary Course or otherwise accelerated revenue recognition or the sales for periods prior agreement not described in subsections (a) through (i) above that is material to the Closing with respect to in the Business; 8. changed its policies Business or practices with respect to the payment of accounts payable or other current liabilities or the collection of accounts receivable (including any acceleration or delay or deferral of the payment or collection thereof) or failed to maintain the level and quality of its Inventory, in each case with respect to the Business; 9. amended any of its Governing Documents, or failed to maintain its existence as a limited liability company; 10. adopted any plan of merger, consolidation, reorganization, liquidation, or dissolution, or filed a petition in bankruptcy under any provisions of federal or state bankruptcy Law, or consented to the filing of any bankruptcy petition against it under any similar Law; 11. engaged in any transaction or provided any consideration relating to the release, modification, or diminution of any guarantee, Surety Bond, or other obligation of Seller or any Affiliate thereof with respect to in the Business; 12. failed to pay any of its Liabilities when due (other than vendor liabilities which are paid in the Ordinary Course within 45 to 70 days from invoice date); 13. entered into any compromise or settlement of any Legal Proceeding or any investigation by any Governmental Body, in each case with respect to the Business; 14. failed: (A) to comply with all applicable Laws (including Environmental Permits) in any material respect; (B) to meet all Environmental Requirements; or (C) to hold and maintain in good standing all material Permits (including Environmental Permits) necessary for the conduct of the Business and the ownership of its Purchased Assets; 15. made any filings or registrations with any Governmental Body with respect to the Business, except routine filings and registrations made in the Ordinary Course; 16. written up or down (or failed to write up or down) the value of any Purchased Assets, except in the Ordinary Course, in accordance with GAAP consistently applied; 17. introduced any material change with respect to the Business, including with respect to the products or services it sells, the areas in which such products or services are sold, its methods of manufacturing or distributing its products, the levels of Inventory, equipment, or revenue-earning property that it maintains, its marketing techniques, or its accounting methods; 18. adopted, amended, modified or terminated any Employee Benefit Plan applicable to employees of the BusinessCoronado; or 19. entered into any agreements (k) agreed or commitments committed, whether orally or in writing, to do or perform in the future any actions referred to in this Section 2.8 (or disclosed an intent to do so), or taken or omitted to take any action that would be required to be disclosed in any section of the Disclosure Scheduleforegoing.

Absence of Certain Developments. Except as set forth in Section 2.8 Since the original issuance date of the Disclosure Schedule (arranged in subsections corresponding Note until immediately prior to the subsections set forth below), since consummation of the Balance Sheet transactions to be effected on the Effective Date, Seller the Company has conducted the Business business only in the Ordinary Course and: i. there ordinary course consistent with past practice, the Company has not been incurred, other than in the ordinary course of business, any 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 negotiation, execution and delivery by the Company of this Agreement and there have been: (i) no events, occurrences or circumstances that, individually or in the aggregate, have had or would reasonably be expected to have a Seller Material Adverse Change; material adverse effect on or constitute a material adverse event in the business or affairs of the company; (ii. there has not been ) no declaration, setting aside or payment of any damagedividend 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 lossdamage to any property of the Company or any Affiliate, whether or not covered insured; (vi) no labor dispute involving the Company or any Affiliate, no collective bargaining agreement entered into by insurancethe 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, with respect to the property and encumbering or disposition of any assets of Seller used the Company or any Affiliate (or any contract or arrangement therefor), except in the Business ordinary course of more business, nor any other transaction by the Company or any Affiliate other than $25,000 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 single loss Affiliate; (ix) no liability for Taxes other than in the ordinary course of business; (x) no settlement or $125,000 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 aggregate for limitation period applicable to any related lossesTax claim or assessment, or any failure other similar action relating to maintain insurance policies unmodified and without interruptionthe filing of any Tax Return or the payment or refund of any Tax; and iii. Seller has not: 1. failed (xi) no loss, or any development that is expected to maintain its assets used result in a loss, of any significant vendor or account of the Business in Company; (xii) no amendment or termination of any material contract to which the same condition as on the Balance Sheet Date Company or any Affiliate is a party or by which they or their respective properties are bound; (ordinary wear and tear excluded); 2. made any xiii) no change in the ratecapital stock of the Company or any Affiliate; (xiv) no entry into, timingadoption, vestingamendment, modification or funding termination of compensation, commission, any bonus, or other direct or indirect remuneration payable or paid, or agreed or orally promised to pay, conditionally or otherwise, any bonusprofit-sharing, incentive, retention, or other compensation, retirement, welfare, fringe or severance benefit, or vacation pay, to or in respect of any manager, officer, employee, distributor, or agent of Seller involved in the Business, other than increases in the Ordinary Course in the base wages or salaries of employees of Seller other than officers or managers or as required by any employment Contract; 3. hired or terminated any employee or engaged or terminated any independent contractor involved in the Business other than in the Ordinary Course; 4. Breached or waived any Breach or any material right with respect to any Included Contract; 5. canceled, written off, or compromised any debt or claim or amended, canceled, terminated, relinquished, waived, or released any Included Contract or right, except in the Ordinary Course and which, in the aggregate, are not material to Seller; 6. modified its pricing and purchasing policies and levels with respect to the Business, or entered into, amended, renewed, terminated, or permitted to lapse any Included Contract or transaction with any of its Affiliates, or paid to or received from any Affiliate of Seller any amount; 7. entered into any prepaid transactions outside of the Ordinary Course or otherwise accelerated revenue recognition or the sales for periods prior to the Closing with respect to in the Business; 8. changed its policies or practices with respect to the payment of accounts payable or other current liabilities or the collection of accounts receivable (including any acceleration or delay or deferral of the payment or collection thereof) or failed to maintain the level and quality of its Inventory, in each case with respect to the Business; 9. amended any of its Governing Documents, or failed to maintain its existence as a limited liability company; 10. adopted any plan of merger, consolidation, reorganization, liquidation, or dissolution, or filed a petition in bankruptcy under any provisions of federal or state bankruptcy Law, or consented to the filing of any bankruptcy petition against it under any similar Law; 11. engaged in any transaction or provided any consideration relating to the release, modification, or diminution of any guarantee, Surety Bondseverance, or other obligation plan, contract, or commitment for the benefit of Seller any directors, officers and employees of the Company or any Affiliate thereof with respect outside the ordinary course of business, and (xv) no commitment (contingent or otherwise) to in the Business; 12. failed to pay do any of its Liabilities when due (other than vendor liabilities which are paid in the Ordinary Course within 45 to 70 days from invoice date); 13. entered into any compromise or settlement of any Legal Proceeding or any investigation by any Governmental Body, in each case with respect to the Business; 14. failed: (A) to comply with all applicable Laws (including Environmental Permits) in any material respect; (B) to meet all Environmental Requirements; or (C) to hold and maintain in good standing all material Permits (including Environmental Permits) necessary for the conduct of the Business and the ownership of its Purchased Assets; 15. made any filings or registrations with any Governmental Body with respect to the Business, except routine filings and registrations made in the Ordinary Course; 16. written up or down (or failed to write up or down) the value of any Purchased Assets, except in the Ordinary Course, in accordance with GAAP consistently applied; 17. introduced any material change with respect to the Business, including with respect to the products or services it sells, the areas in which such products or services are sold, its methods of manufacturing or distributing its products, the levels of Inventory, equipment, or revenue-earning property that it maintains, its marketing techniques, or its accounting methods; 18. adopted, amended, modified or terminated any Employee Benefit Plan applicable to employees of the Business; or 19. entered into any agreements or commitments to do or perform in the future any actions referred to in this Section 2.8 (or disclosed an intent to do so), or taken or omitted to take any action that would be required to be disclosed in any section of the Disclosure Scheduleforegoing.

Absence of Certain Developments. Except as set forth in Section 2.8 of Schedule 3.13 or as disclosed in the Disclosure Schedule (arranged Equitex SEC Filings or as otherwise referenced in subsections corresponding to the subsections set forth below)or contemplated by this Agreement, since the Equitex’s Latest Balance Sheet DateSheet, Seller Equitex has conducted the Business its business only in the Ordinary Course and: i. ordinary course consistent with past practice and there has not been occurred (a) any event having a Seller Material Adverse Change; Effect on Equitex, (b) any event that would reasonably be expected to prevent or materially delay the performance of Equitex’s obligations pursuant to this Agreement, (c) any material change by Equitex in its accounting methods, principles or practices, (d) any declaration, setting aside or payment of any dividend or distribution in respect of the shares of capital stock of Equitex or any redemption, purchase or other acquisition of any of Equitex’s securities, (e) any increase in the compensation or benefits or establishment of any 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 Equitex, or any other increase in the compensation payable or to become payable to any employees, officers, consultants or directors of Equitex, (f) any issuance, grants or sale of any stock, options, warrants, notes, bonds or other securities, or entry into any agreement with respect thereto by Equitex, (g) any amendment to the certificate of incorporation or bylaws of Equitex, (h) other than in the ordinary course of business consistent with past practice, any (i) capital expenditures by Equitex, (ii. there has ) purchase, sale, assignment or transfer of any material assets by Equitex, (iii) mortgage, pledge or existence of any lien, encumbrance or charge on any material assets or properties, tangible or intangible, of Equitex, except for liens for taxes not been yet due and such other liens, encumbrances or charges which do not, individually or in the aggregate, have a Material Adverse Effect on Equitex, or (iv) cancellation, compromise, release or waiver by Equitex of any rights of material value or any material debts or claims, (i) any incurrence by Equitex of any material liability (absolute or contingent), except for current liabilities and obligations incurred in the ordinary course of business consistent with past practice, (j) damage, destruction or similar loss, whether or not covered by insurance, with respect to materially affecting the property and assets business or properties of Seller used in the Business of more than $25,000 for Equitex, (k) entry by Equitex into any single loss agreement, contract, lease or $125,000 the aggregate for any related losses, or any failure to maintain insurance policies unmodified and without interruption; and iii. Seller has not: 1. failed to maintain its assets used in the Business in the same condition as on the Balance Sheet Date (ordinary wear and tear excluded); 2. made any change in the rate, timing, vesting, or funding of compensation, commission, bonus, or other direct or indirect remuneration payable or paid, or agreed or orally promised to pay, conditionally or otherwise, any bonus, incentive, retention, or other compensation, retirement, welfare, fringe or severance benefit, or vacation pay, to or in respect of any manager, officer, employee, distributor, or agent of Seller involved in the Business, other than increases in the Ordinary Course in the base wages or salaries of employees of Seller other than officers or managers or as required by any employment Contract; 3. hired or terminated any employee or engaged or terminated any independent contractor involved in the Business license other than in the Ordinary Course; 4. Breached ordinary course of business consistent with past practice, (l) any acceleration, termination, modification or waived cancellation of any Breach agreement, contract, lease or license to which Equitex is a party or by which any material right with respect to of them is bound, (m) entry by Equitex into any Included Contract; 5. canceled, written off, loan or compromised any debt or claim or amended, canceled, terminated, relinquished, waived, or released any Included Contract or right, except in the Ordinary Course and which, in the aggregate, are not material to Seller; 6. modified its pricing and purchasing policies and levels with respect to the Business, or entered into, amended, renewed, terminated, or permitted to lapse any Included Contract or other transaction with any officers, directors or employees of its AffiliatesEquitex or any subsidiary or affiliate of Equitex, (n) any charitable or other capital contribution by Equitex or pledge therefore, (o) entry by Equitex into any transaction of a material nature other than in the ordinary course of business consistent with past practice, or paid (p) any negotiation or agreement by the Equitex to or received from do any Affiliate of Seller any amount; 7. entered into any prepaid transactions outside of the Ordinary Course or otherwise accelerated revenue recognition or the sales for periods prior to the Closing with respect to things described in the Business; 8. changed its policies or practices with respect to the payment of accounts payable or other current liabilities or the collection of accounts receivable preceding clauses (including any acceleration or delay or deferral of the payment or collection thereofa) or failed to maintain the level and quality of its Inventory, in each case with respect to the Business; 9. amended any of its Governing Documents, or failed to maintain its existence as a limited liability company; 10. adopted any plan of merger, consolidation, reorganization, liquidation, or dissolution, or filed a petition in bankruptcy under any provisions of federal or state bankruptcy Law, or consented to the filing of any bankruptcy petition against it under any similar Law; 11. engaged in any transaction or provided any consideration relating to the release, modification, or diminution of any guarantee, Surety Bond, or other obligation of Seller or any Affiliate thereof with respect to in the Business; 12. failed to pay any of its Liabilities when due through (other than vendor liabilities which are paid in the Ordinary Course within 45 to 70 days from invoice datep); 13. entered into any compromise or settlement of any Legal Proceeding or any investigation by any Governmental Body, in each case with respect to the Business; 14. failed: (A) to comply with all applicable Laws (including Environmental Permits) in any material respect; (B) to meet all Environmental Requirements; or (C) to hold and maintain in good standing all material Permits (including Environmental Permits) necessary for the conduct of the Business and the ownership of its Purchased Assets; 15. made any filings or registrations with any Governmental Body with respect to the Business, except routine filings and registrations made in the Ordinary Course; 16. written up or down (or failed to write up or down) the value of any Purchased Assets, except in the Ordinary Course, in accordance with GAAP consistently applied; 17. introduced any material change with respect to the Business, including with respect to the products or services it sells, the areas in which such products or services are sold, its methods of manufacturing or distributing its products, the levels of Inventory, equipment, or revenue-earning property that it maintains, its marketing techniques, or its accounting methods; 18. adopted, amended, modified or terminated any Employee Benefit Plan applicable to employees of the Business; or 19. entered into any agreements or commitments to do or perform in the future any actions referred to in this Section 2.8 (or disclosed an intent to do so), or taken or omitted to take any action that would be required to be disclosed in any section of the Disclosure Schedule.

Absence of Certain Developments. Except as expressly contemplated by this Agreement, since December 31, 1996 each of the Companies has conducted its business only in the ordinary course of business consistent with past custom and practice. In addition, except as expressly contemplated by this Agreement, or as set forth in Section 2.8 on Schedule 2K, since September 30, 1997, neither of the Disclosure Schedule Companies has: (arranged i) issued any notes, bonds or other debt securities or any capital stock or other equity securities or any securities or rights convertible, exchangeable or exercisable into any capital stock or other equity securities; (ii) incurred any Indebtedness, other than Indebtedness to unaffiliated third parties in subsections corresponding the ordinary course of business; (iii) discharged or satisfied any material Lien or paid any material obligation or liability, other than current liabilities paid in the ordinary course of business consistent with past custom and practice; (iv) declared, set aside or made any payment or distribution of cash or other property to the subsections set forth belowSellers with respect to their capital stock or other equity securities, or purchased, redeemed or otherwise acquired any shares of its capital stock or other equity securities (including any warrants, options or other rights to acquire its capital stock or other equity securities); (v) mortgaged or pledged any of its properties or assets or subjected them to any Lien, except Permitted Liens; (vi) sold, assigned, transferred, leased, licensed or abandoned any of its assets, tangible or intangible (including, without limitation, any Intellectual Property rights), since the Balance Sheet Date, Seller has conducted the Business except in the Ordinary Course and: i. there has not been a Seller Material Adverse Changeordinary course of business consistent with past custom and practice; ii. there has not been (vii) made or granted any bonus or any wage or salary increase to any employee or group of employees except in the ordinary course of business in accordance with past custom and practice, 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; (viii) made capital expenditures or commitments therefor in excess of $200,000 in the aggregate; (ix) except in the ordinary course of business in accordance with past custom and practice and pursuant to the Companies' existing credit facilities, delayed, postponed or canceled the payment of any accounts payable or any other liability or obligation or agreed or negotiated with any party to extend the payment date of any accounts payable or accelerated the collection of any accounts or notes receivable; (x) except for travel advances made in the ordinary course, made any loans or advances to, Guarantees for the benefit of, or any Investments in, any Persons or formed any Subsidiary; (xi) suffered any damage, destruction or losscasualty loss exceeding in the aggregate $25,000, whether or not covered by insurance, with respect to the property and assets of Seller used or experienced any material changes in the Business amount and scope of more than $25,000 for any single loss or $125,000 the aggregate for any related losses, or any failure to maintain insurance policies unmodified and without interruption; and iii. Seller has not: 1. failed to maintain its assets used in the Business in the same condition as on the Balance Sheet Date (ordinary wear and tear excluded)coverage; 2. (xii) made any change in the rate, timing, vestingany method of accounting or accounting policies, or funding of compensation, commission, bonus, made any write-down or other direct or indirect remuneration payable or paid, or agreed or orally promised to pay, conditionally or otherwise, any bonus, incentive, retention, or other compensation, retirement, welfare, fringe or severance benefit, or vacation pay, to or in respect of any manager, officer, employee, distributor, or agent of Seller involved write-up in the Business, other than increases in the Ordinary Course in the base wages or salaries value of employees of Seller other than officers or managers or as required by any employment Contractits inventory; 3. hired (xiii) directly or terminated any employee or engaged or terminated any independent contractor involved in the Business other than in the Ordinary Course; 4. Breached or waived any Breach or any material right with respect to any Included Contract; 5. canceled, written off, or compromised any debt or claim or amended, canceled, terminated, relinquished, waived, or released any Included Contract or right, except in the Ordinary Course and which, in the aggregate, are not material to Seller; 6. modified its pricing and purchasing policies and levels with respect to the Business, or entered into, amended, renewed, terminated, or permitted to lapse any Included Contract or transaction with any of its Affiliates, or paid to or received from any Affiliate of Seller any amount; 7. entered into any prepaid transactions outside of the Ordinary Course or otherwise accelerated revenue recognition or the sales for periods prior to the Closing with respect to in the Business; 8. changed its policies or practices with respect to the payment of accounts payable or other current liabilities or the collection of accounts receivable (including any acceleration or delay or deferral of the payment or collection thereof) or failed to maintain the level and quality of its Inventory, in each case with respect to the Business; 9. amended any of its Governing Documents, or failed to maintain its existence as a limited liability company; 10. adopted any plan of merger, consolidation, reorganization, liquidation, or dissolution, or filed a petition in bankruptcy under any provisions of federal or state bankruptcy Law, or consented to the filing of any bankruptcy petition against it under any similar Law; 11. indirectly engaged in any transaction or provided entered into any consideration relating to arrangement with any officer, director, partner, shareholder or Affiliate of either of the releaseCompanies; (xiv) amended its articles of incorporation, modification, or diminution of any guarantee, Surety Bond, bylaws or other obligation of Seller or organizational documents; (xv) made any Affiliate thereof payment to any Party with respect to any Seller Expenses; (xvi) increased the amount of Mannxxx Xxxt, other than Indebtedness of JPM incurred in the Businessordinary course of business in accordance with past practices, assuming that sales commissions payable by Auburn to JPM are accrued at a rate of 5.5% for such period; 12. failed to pay any of its Liabilities when due (other than vendor liabilities which are paid in the Ordinary Course within 45 to 70 days from invoice date); 13. entered into any compromise or settlement of any Legal Proceeding or any investigation by any Governmental Body, in each case with respect to the Business; 14. failed: (A) to comply with all applicable Laws hired or fired any employee of either Company having an annual base salary in calendar year 1997 of $50,000 or more (including Environmental Permits) or the equivalent in any material respect; other currency assuming conversion into U.S. dollars at the Prevailing Exchange Rate) or (B) to meet all Environmental Requirements; hired any individual who, if employed on September 30, 1997, would be a JPM Employee (as hereinafter defined) or (C) to hold and maintain in good standing all material Permits (including Environmental Permits) necessary for the conduct of the Business and the ownership of its Purchased Assetsfired any JPM Employee; 15. made (xviii) taken any filings action or registrations with any Governmental Body with respect to the Business, except routine filings and registrations made in the Ordinary Course; 16. written up or down (or failed to write up or down) the value of any Purchased Assets, except in the Ordinary Course, in accordance with GAAP consistently applied; 17. introduced any material change with respect to the Business, including with respect to the products or services it sells, the areas in which such products or services are sold, its methods of manufacturing or distributing its products, the levels of Inventory, equipment, or revenue-earning property that it maintains, its marketing techniques, or its accounting methods; 18. adopted, amended, modified or terminated any Employee Benefit Plan applicable to employees of the Business; or 19. entered into any agreements or commitments to do or perform in the future any actions referred to in this Section 2.8 (or disclosed an intent to do so), or taken or omitted omit to take any action that which act or omission would reasonably be required expected to be disclosed have a Material Adverse Effect; or (xix) agreed, whether orally or in writing, to do any section of the Disclosure Scheduleforegoing.

Absence of Certain Developments. Except for the transactions contemplated by this Agreement or as otherwise set forth in Section 2.8 of the Disclosure on Schedule (arranged in subsections corresponding to the subsections set forth below)3.12 hereto, since the Balance Sheet Date, Seller (i) there has not been any development or combination of developments affecting the Company, Subsidiary or Affiliate of which the Seller’s Knowledge has had, or is likely to have, a Material Adverse Effect, and (ii) the Company, Subsidiary and Affiliate have conducted the Business in the Ordinary Course and: i. of Business and since the Balance Sheet Date there has not been been: (a) a Seller Material Adverse Changechange in the Company’s or Subsidiary’s authorized or issued capital; grant of any stock option or right to purchase shares of capital stock or other securities of the Company, Subsidiary or Affiliate; issuance of any security convertible into such capital stock or other securities; grant of any registration rights; purchase, redemption, retirement, or other acquisition by the Company or Subsidiary of any shares of any such capital stock or other securities; or declaration or payment of any dividend or other distribution or payment in respect of shares of capital stock or other securities; ii. there has not been (b) payment or increase by the Company or Subsidiary of any damagebonuses, salaries, or other compensation to any stockholder, member, partner, director, manager, officer, or employee, except payments or increases granted or agreed to be made in the Ordinary Course of Business consistent with past practices; (c) adoption of, or increase in the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee Benefit Plan for or with any employees of the Company or any Subsidiary; (d) loss of the employment, services or benefits of any officers or management level employees; (e) a loan to, or entering into any other transaction with, any of the directors, officers, and employees of the Company or Subsidiary except in the Ordinary Course of Business consistent with past practice; (f) damage to, destruction or lossother loss of, condemnation, taking or other proceeding against, any asset or property of the Company or any Subsidiary, whether or not covered by insurance, with respect to the property and assets of Seller used in the Business of more than $25,000 for any single loss or $125,000 the aggregate for any related losses, or any failure to maintain insurance policies unmodified and without interruption; and iii. Seller has not: 1. failed to maintain its assets used in the Business in the same condition as on the Balance Sheet Date (ordinary wear and tear excluded); 2. made (g) incurrence of any change in the rate, timing, vesting, or funding of compensation, commission, bonus, indebtedness or other direct liability (whether known or indirect remuneration payable or paidunknown, or agreed or orally promised to payabsolute, conditionally accrued, fixed, contingent, liquidated, unliquidated or otherwise, any bonusand whether due or to become due), incentive, retention, or other compensation, retirement, welfare, fringe or severance benefit, or vacation pay, to or in respect of any manager, officer, employee, distributor, or agent of Seller involved except for liabilities reflected in the Business, other than increases Balance Sheets or incurred after the date of the Balance Sheets in the Ordinary Course of Business consistent with past practice; (h) disposal of, abandonment or permitted lapse of any rights to the use of any Intellectual Property, or disposal of or disclosure, or permitted disclosure (except as necessary in the base wages or salaries conduct of employees of Seller its business), to any Person other than officers Representatives of Purchaser, any trade secret, formula, or managers or as required by any employment Contractsimilar information not theretofore a matter of public knowledge; 3. hired (i) cancellation of any debts or terminated waiver of any employee claims or engaged or terminated any independent contractor involved in the Business rights other than in the Ordinary CourseCourse of Business consistent with past practice; 4. Breached (j) payment, discharge or waived satisfaction of any Breach claim, Liability or any material right with respect to any Included Contract; 5. canceledobligation other than the payment, written offdischarge or satisfaction of claims, or compromised any debt or claim or amended, canceled, terminated, relinquished, waived, or released any Included Contract or right, except Liabilities and obligations incurred in the Ordinary Course of Business and which, in the aggregate, are not material to Sellerconsistent with past practice; 6. modified its pricing and purchasing policies and levels with respect to (k) (i) prepayment of any obligation having a fixed maturity of more than ninety (90) days from the Businessdate such obligation was issued or incurred, or entered (ii) failure to pay when due, any account payable, or sought the extension of the payment date of any account payable; (l) a writing off as uncollectible any notes or accounts receivable; (m) entry into, amendedtermination of, renewed, terminatedamendment of, or permitted to lapse receipt of notice of termination of any Included Contract or transaction with any involving a total commitment by or to the Company or Subsidiary of its Affiliates, or paid to or received from any Affiliate of Seller any amountat least $25,000; 7. entered into any prepaid transactions outside of the Ordinary Course or otherwise accelerated revenue recognition or the sales for periods prior to the Closing with respect to in the Business; 8. changed its policies or practices with respect to the payment of accounts payable or other current liabilities or the collection of accounts receivable (including any acceleration or delay or deferral of the payment or collection thereofn) or failed to maintain the level and quality of its Inventorya sale, in each case with respect to the Business; 9. amended any of its Governing Documents, or failed to maintain its existence as a limited liability company; 10. adopted any plan of merger, consolidation, reorganization, liquidation, or dissolution, or filed a petition in bankruptcy under any provisions of federal or state bankruptcy Law, or consented to the filing of any bankruptcy petition against it under any similar Law; 11. engaged in any transaction or provided any consideration relating to the release, modification, or diminution of any guarantee, Surety Bondlease, or other obligation disposition of Seller any asset or property of the Company or any Affiliate thereof with respect to in Subsidiary (except the Business; 12. failed to pay any sale of its Liabilities when due (other than vendor liabilities which are paid inventory in the Ordinary Course within 45 to 70 days from invoice dateof Business consistent with past practice); 13. entered into (o) creation of an Encumbrance on any compromise asset or settlement property of the Company or Subsidiary; (p) execution of any Legal Proceeding agreement that materially limits or restricts the Company or Subsidiary from engaging or competing in any investigation by line of business or in any Governmental Body, in each case with respect to the Businessgeographic area or location; 14. failed: (Aq) to comply with all applicable Laws (including Environmental Permits) in any material respect; (B) to meet all Environmental Requirements; or (C) to hold and maintain in good standing all material Permits (including Environmental Permits) necessary for the conduct of the Business and the ownership of its Purchased Assets; 15. made any filings or registrations with any Governmental Body with respect to the Business, except routine filings and registrations made in the Ordinary Course; 16. written up or down (or failed to write up or down) the value execution of any Purchased Assetsemployment contract or collective bargaining agreement, except in the Ordinary Course, in accordance with GAAP consistently applied; 17. introduced any material change with respect to the Business, including with respect to the products written or services it sells, the areas in which such products or services are sold, its methods of manufacturing or distributing its products, the levels of Inventory, equipmentoral, or revenue-earning property that it maintains, its marketing techniques, modified the terms of any existing employment contract or its accounting methods; 18. agreement or adopted, amended, modified or terminated any Employee Benefit Plan applicable Plan; (r) any change or amendment in its articles of incorporation or bylaws; (s) an issuance or sale of any securities; acquired, directly or indirectly, by redemption or otherwise; or a grant or arrangement regarding any options, warrants, calls or commitments of any kind with respect thereto; (t) any capital expenditure exceeding $25,000; (u) any Liabilities, except Liabilities incurred in the Ordinary Course of its Business, to employees which the Company, Subsidiary and/or Affiliate have incurred or become subject to, or have agreed to incur or become subject to, (v) a sale, assignment, transfer, conveyance, lease or other disposition of any material assets or properties of the Company or the Subsidiary, except in the Ordinary Course of Business; (w) execution of any other material transaction, contract or commitment outside of the Ordinary Course of Business, except with respect to the transactions contemplated by this Agreement; (x) any work stoppage with respect to the Business or obtained Knowledge of any threatened or anticipated work stoppage; (y) any material damage or loss to its Business that would have a Material Adverse Effect; (z) any change in its method of accounting; (aa) any Proceedings instituted or settled; or 19. entered into (bb) either directly or indirectly, a performance, or failure to perform, any agreements or commitments to do or perform act which would result in the future creation or imposition of any actions referred to in this Section 2.8 (Encumbrance on any of the properties or disclosed an intent to do so)assets of the Company or Subsidiary, or taken or omitted to take any action that would be required to be disclosed in any section otherwise adversely affect the marketability of the Disclosure ScheduleCompany’s or Subsidiary’s title to any of its properties or assets, outside of the Ordinary Course of Business.

Absence of Certain Developments. Except as set forth in Section 2.8 on ------------------------------- Schedule 3.20 of the Disclosure Schedule (arranged in subsections corresponding to the subsections set forth below)Schedule, since the date of the Latest Balance Sheet DateSheet, Seller the Company has conducted the Business not (a) become subject to any Indebtedness, except current liabilities incurred in the Ordinary Course and:ordinary course of business and liabilities under contracts entered into in the ordinary course of business; i. (b) discharged or satisfied any Lien or paid any Indebtedness, other than current liabilities paid in the ordinary course of business; (c) declared or made any payment or distribution of cash or other property to its shareholders with respect to its capital stock, or purchased or redeemed any shares of its capital stock; (d) mortgaged, pledged or subjected to any Lien any of its material assets, except Liens for current property Taxes not yet due and payable; (e) sold, assigned or transferred any of its assets, except in the ordinary course of business, or canceled without fair consideration any debts or claims owing to or held by it; (f) sold, assigned, transferred, abandoned or permitted to lapse any licenses or permits or any portion thereof, or any Proprietary Rights or other intangible assets, or (except as necessary to conduct its ongoing operations) disclosed any proprietary confidential information to any Person; (g) made or granted any bonus or any wage or salary increase to any employee (except in the ordinary course of business consistent with past practice), former employee or retiree or group of employees, former employees or retirees 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; (h) made any capital expenditures or commitments therefor that aggregate in excess of $1,000,000; (i) made any loans or advances to any Persons (other than de minimis employee loans or advances not exceeding $5,000 in the aggregate to any employee); (j) suffered any material extraordinary losses or waived any rights of material value, whether or not in the ordinary course of business or consistent with past practice; (k) entered into any other material transaction including any employment agreement; (l) received notice that there has not been a Seller Material Adverse Changeloss of, or material order cancellation by, any customer of the Company; ii. there has not been (m) agreed to any change to a material contract arrangement by which the Company or its assets is bound or subject; (n) suffered any damage, destruction or loss, whether or not covered by insuranceinsurance materially affecting the business, with respect properties, prospects or financial condition of the Company; (o) suffered any other event or condition of any character that has materially and adversely affected or, to the property and assets of Seller used in the Business of more than $25,000 for any single loss or $125,000 the aggregate for any related losses, or any failure to maintain insurance policies unmodified and without interruption; and iii. Seller has not: 1. failed to maintain its assets used in the Business in the same condition as on the Balance Sheet Date (ordinary wear and tear excluded); 2. made any change in the rate, timing, vesting, or funding of compensation, commission, bonus, or other direct or indirect remuneration payable or paid, or agreed or orally promised to pay, conditionally or otherwise, any bonus, incentive, retention, or other compensation, retirement, welfare, fringe or severance benefit, or vacation pay, to or in respect of any manager, officer, employee, distributor, or agent of Seller involved in the Business, other than increases in the Ordinary Course in the base wages or salaries of employees of Seller other than officers or managers or as required by any employment Contract; 3. hired or terminated any employee or engaged or terminated any independent contractor involved in the Business other than in the Ordinary Course; 4. Breached or waived any Breach or any material right with respect to any Included Contract; 5. canceled, written off, or compromised any debt or claim or amended, canceled, terminated, relinquished, waived, or released any Included Contract or right, except in the Ordinary Course and which, in the aggregate, are not material to Seller; 6. modified its pricing and purchasing policies and levels with respect to the Business, or entered into, amended, renewed, terminated, or permitted to lapse any Included Contract or transaction with any of its Affiliates, or paid to or received from any Affiliate of Seller any amount; 7. entered into any prepaid transactions outside best knowledge of the Ordinary Course Company, might materially and adversely affect the business, properties, prospects or otherwise accelerated revenue recognition or the sales for periods prior to the Closing with respect to in the Business; 8. changed its policies or practices with respect to the payment of accounts payable or other current liabilities or the collection of accounts receivable (including any acceleration or delay or deferral financial condition of the payment or collection thereof) or failed to maintain the level and quality of its Inventory, in each case with respect to the Business; 9. amended any of its Governing Documents, or failed to maintain its existence as a limited liability company; 10. adopted any plan of merger, consolidation, reorganization, liquidation, or dissolution, or filed a petition in bankruptcy under any provisions of federal or state bankruptcy Law, or consented to the filing of any bankruptcy petition against it under any similar Law; 11. engaged in any transaction or provided any consideration relating to the release, modification, or diminution of any guarantee, Surety Bond, or other obligation of Seller or any Affiliate thereof with respect to in the Business; 12. failed to pay any of its Liabilities when due (other than vendor liabilities which are paid in the Ordinary Course within 45 to 70 days from invoice date); 13. entered into any compromise or settlement of any Legal Proceeding or any investigation by any Governmental Body, in each case with respect to the Business; 14. failed: (A) to comply with all applicable Laws (including Environmental Permits) in any material respect; (B) to meet all Environmental Requirements; or (C) to hold and maintain in good standing all material Permits (including Environmental Permits) necessary for the conduct of the Business and the ownership of its Purchased Assets; 15. made any filings or registrations with any Governmental Body with respect to the Business, except routine filings and registrations made in the Ordinary Course; 16. written up or down (or failed to write up or down) the value of any Purchased Assets, except in the Ordinary Course, in accordance with GAAP consistently applied; 17. introduced any material change with respect to the Business, including with respect to the products or services it sells, the areas in which such products or services are sold, its methods of manufacturing or distributing its products, the levels of Inventory, equipment, or revenue-earning property that it maintains, its marketing techniques, or its accounting methods; 18. adopted, amended, modified or terminated any Employee Benefit Plan applicable to employees of the BusinessCompany; or 19. entered into any agreements (p) changed its accounting principles or commitments to do practices or perform in the future any actions referred to in this Section 2.8 (or disclosed an intent to do so), or taken or omitted to take any action that would be required to be disclosed in any section method of the Disclosure Schedulerecording transactions involving accounts receivable and inventory.

Absence of Certain Developments. Except as set forth in Section 2.8 of Since the Disclosure Schedule (arranged in subsections corresponding to the subsections set forth below), since the Most Recent Balance Sheet Date, Seller has conducted the Business has been conducted in the Ordinary Course of Business and, except for the matters disclosed in Schedule 3.9: i. (a) the Company has not (i) amended its Organizational Documents, (ii) amended any term of its outstanding Equity Interests or (iii) issued, sold, granted, or otherwise disposed of, its Equity Interests; (b) the Company has not become liable in respect of any Guarantee or has incurred, assumed or otherwise become liable in respect of any Debt, except for borrowings in the Ordinary Course of Business under credit facilities in existence on the Most Recent Balance Sheet Date; (c) the Company has not permitted any of its Assets to become subject to an Encumbrance other than a Permitted Encumbrance; (d) the Company has not (i) made any declaration, setting aside or payment of any dividend or other distribution with respect to, or any repurchase, redemption or other acquisition of, any of its capital stock or other Equity Interests or (ii) entered into, or performed, any transaction with, or for the benefit of, any of the Sellers or any Affiliate of the Company or of any of the Sellers (other than payments made to officers, directors and employees in the Ordinary Course of Business); (e) there has not been a Seller Material Adverse Change; ii. there has not been any damageno material loss, destruction destruction, damage or losseminent domain taking (in each case, whether or not covered by insurance, with respect to the property and assets of Seller used in insured) affecting the Business of more than $25,000 for any single loss or $125,000 the aggregate for any related losses, or any failure to maintain insurance policies unmodified and without interruption; and iii. Seller has not: 1. failed to maintain its assets used in the Business in the same condition as on the Balance Sheet Date (ordinary wear and tear excluded)Assets; 2. made any change in (f) the rate, timing, vesting, or funding of compensation, commission, bonus, or other direct or indirect remuneration Company has not increased the Compensation payable or paid, or agreed or orally promised to pay, whether conditionally or otherwise, to (i) any bonus, incentive, retention, or other compensation, retirement, welfare, fringe or severance benefit, or vacation pay, to or in respect of any manager, officer, employee, distributor, consultant or agent of Seller involved in the Business, other than increases in the Ordinary Course in the base wages or salaries of employees of Seller other than officers or managers or as required by any employment Contract; 3. hired or terminated any employee or engaged or terminated any independent contractor involved in the Business other than in the Ordinary Course; 4. Breached or waived any Breach or any material right with respect to any Included Contract; 5. canceled, written off, or compromised any debt or claim or amended, canceled, terminated, relinquished, waived, or released any Included Contract or right, except in the Ordinary Course and which, in the aggregate, are not material to Seller; 6. modified its pricing and purchasing policies and levels with respect to the of Business, (ii) any director or entered into, amended, renewed, terminated, officer or permitted to lapse (iii) any Included Contract Shareholder or transaction with any of its Affiliates, or paid to or received from any Affiliate of Seller any amountof the Sellers; 7. (g) the Company has not entered into any prepaid transactions outside Contractual Obligation providing for the employment or consultancy of the Ordinary Course any Person on a full-time, part-time, consulting or other basis or otherwise accelerated revenue recognition providing Compensation or the sales for periods prior other benefits to the Closing with respect to in the Businessany officer, director, employee or consultant; 8. changed its policies or practices with respect to (h) the payment of accounts payable or other current liabilities or the collection of accounts receivable (including any acceleration or delay or deferral of the payment or collection thereof) or failed to maintain the level and quality of its Inventory, in each case with respect to the Business; 9. amended any of its Governing Documents, or failed to maintain its existence as a limited liability company; 10. adopted any plan of merger, consolidation, reorganization, liquidation, or dissolution, or filed a petition in bankruptcy under any provisions of federal or state bankruptcy Law, or consented to the filing of any bankruptcy petition against it under any similar Law; 11. engaged in any transaction or provided any consideration relating to the release, modification, or diminution of any guarantee, Surety Bond, or other obligation of Seller or any Affiliate thereof with respect to in the Business; 12. failed to pay any of its Liabilities when due (other than vendor liabilities which are paid in the Ordinary Course within 45 to 70 days from invoice date); 13. entered into any compromise or settlement of any Legal Proceeding or any investigation by any Governmental Body, in each case with respect to the Business; 14. failed: (A) to comply with all applicable Laws (including Environmental Permits) in any material respect; (B) to meet all Environmental Requirements; or (C) to hold and maintain in good standing all material Permits (including Environmental Permits) necessary for the conduct of the Business and the ownership of its Purchased Assets; 15. Company has not made any filings change in its methods of accounting or registrations with any Governmental Body with respect to the Business, except routine filings and registrations made in the Ordinary Course; 16. written up or down accounting practices (or failed to write up or down) the value of any Purchased Assets, except in the Ordinary Course, in accordance with GAAP consistently applied; 17. introduced any material change with respect to the Business, including with respect to the products or services it sells, the areas in which such products or services are sold, its methods of manufacturing or distributing its products, the levels of Inventory, equipment, or revenue-earning property that it maintains, its marketing techniques, or its accounting methodsreserves); 18. adopted(i) the Company has not made, amendedchanged or revoked any material Tax election, modified elected or terminated changed any Employee Benefit Plan applicable to employees method of the Business; or 19. accounting for Tax purposes, settled any Action in respect of Taxes or entered into any agreements Contractual Obligation in respect of Taxes with any Governmental Authority; (j) the Company has not terminated or commitments closed any Facility, business or operation; (k) the Company has not adopted any Company Plan or, except in accordance with terms thereof as in effect on the Most Recent Balance Sheet Date, increased any benefits under any Company Plan; (l) the Company has not written up or written down any of the Assets or revalued its inventory; (m) the Company has not entered into any Contractual Obligation to do or perform in any of the future any actions things referred to elsewhere in this Section 2.8 3.9; and (n) no event or disclosed an intent to do so)circumstance has occurred which has had, or taken or omitted is reasonably likely to take any action that would be required to be disclosed in any section of the Disclosure Schedulehave, a Material Adverse Effect.

Absence of Certain Developments. Except Since (x) the Balance Sheet Date, the Vacasa Issuer Entities have conducted their businesses only in the ordinary course and (y) since the later of the Balance Sheet Date and October 22, 2019, the Wyndham Subsidiaries have conducted their businesses only in the ordinary course, and, in the case of each of the entities described in the foregoing clauses (x) and (y), except as set forth in Section 2.8 5.13 of the Disclosure Schedule (arranged in subsections corresponding to the subsections set forth below)Schedule, since the Balance Sheet Dateapplicable date set forth in each of the foregoing clauses (x) and (y) for the Vacasa Issuer Entities and the Wyndham Subsidiaries, Seller has conducted the Business in the Ordinary Course and: i. respectively, there has not been a Seller been: (a) any Material Adverse ChangeEffect on the Issuer Entities; ii. there has not been (b) except as provided in this Agreement, any amendment of an Issuer Entity’s certificate of incorporation, articles of association, by-laws or comparable organizational documents; (c) any Lien with respect to any of its material properties or assets, except Permitted Liens; (d) any loans or advances to any Person, other than advances for business expenses in the ordinary course of business; (e) any purchase, sale or other disposition, or any agreement or other arrangement for the purchase, sale or other disposition, of any properties or assets by an Issuer Entity, involving the payment or receipt of more than $200,000 per year, except transactions in the ordinary course of business; (f) any material damage, destruction or loss, whether or not covered by insurance; (g) any issuance, grant, delivery or sale, or authorization or proposal of issuance, grant, delivery or sale of, any equity or equity-linked securities of Holdings other than in connection with the Transactions; (h) any declaration, setting aside or payment of any dividend by Holdings, or the making of any other Restricted Payment in respect to of the property and assets equity of Seller used any Issuer Entity; (i) [reserved]; (j) any resignation, termination or removal of any officer of an Issuer Entity or other key member of the leadership team of Holdings or material change in the Business terms and conditions of more than $25,000 for the employment of any single loss such person; (k) any change in accounting methods or $125,000 the aggregate for any related lossespractices, collection policies or payment policies of Holdings, or revalued any failure to maintain insurance policies unmodified and without interruption; and iii. Seller has not: 1. failed to maintain its assets used assets, including the writing down of the value of inventory or writing off, waiving or forgiving, in whole or in part, of any notes or accounts receivable other than changes in accounts receivable in the Business in the same condition as on the Balance Sheet Date ordinary course of business consistent with past practice; (ordinary wear and tear excludedl) any entry, negotiation, amendment, or extension of a collective bargaining agreement or other agreement with any union or similar organization (a “Union”); 2. made (m) delayed or postponed the payment of any change in the ratematerial accounts payable, timing, vestingcommissions or other Liability, or funding entered into an agreement or negotiation with any party to extend the payment date of compensationany material accounts payable, commission, bonuscommissions or any other Liability, or other direct accelerated collection or indirect remuneration payable or paid, or agreed or orally promised to pay, conditionally or otherwise, any bonus, incentive, retention, or other compensation, retirement, welfare, fringe or severance benefit, or vacation pay, to or in respect discount of any managermaterial accounts receivable, officer, employee, distributor, or agent of Seller involved in the Business, other than increases in the Ordinary Course in the base wages or salaries of employees of Seller other than officers or managers or as required by any employment Contract; 3. hired or terminated any employee or engaged or terminated any independent contractor involved in the Business other than in the Ordinary Course; 4. Breached or waived any Breach trade loaning practices or any material right with respect to any Included Contract; 5. canceledother promotional sales or discount activity, written off, or compromised any debt or claim or amended, canceled, terminated, relinquished, waived, or released any Included Contract or rightin each case, except in the Ordinary Course and which, in the aggregate, are not material to Sellerordinary course of business consistent with past practice; 6. modified its pricing and purchasing policies and levels (n) any material amendment to a Material Contract; (o) any change in any Tax election or method of accounting, the settlement of any Tax claim, surrender of the amount of any Tax refund, entry into any agreement (including, without limitation, a closing agreement) with respect to the Business, or entered into, amended, renewed, terminated, or permitted to lapse any Included Contract or transaction with any of its Affiliates, or paid to or received from any Affiliate of Seller any amount; 7. Taxes (other than an agreement entered into any prepaid transactions outside of the Ordinary Course or otherwise accelerated revenue recognition or the sales for periods prior to the Closing with respect to in the Business; 8. changed its policies ordinary course of business, the primary purpose of which is unrelated to Taxes), request for any Tax ruling, entry into any Tax sharing or practices with respect similar agreement or arrangement (other than an agreement or arrangement entered into in the ordinary course of business, the primary purpose of which is unrelated to the payment of accounts payable or other current liabilities or the collection of accounts receivable (including any acceleration or delay or deferral of the payment or collection thereof) or failed to maintain the level and quality of its InventoryTaxes), in each case with respect to the Business; 9. amended any of its Governing Documents, or failed to maintain its existence as a limited liability company; 10. adopted any plan of merger, consolidation, reorganization, liquidation, or dissolution, or filed a petition in bankruptcy under any provisions of federal or state bankruptcy Law, or consented to the filing of any bankruptcy petition against it under amended Tax Return or consent to any similar Law; 11. engaged in any transaction extension or provided any consideration relating to the release, modification, or diminution of any guarantee, Surety Bond, or other obligation of Seller or any Affiliate thereof with respect to in the Business; 12. failed to pay any of its Liabilities when due (other than vendor liabilities which are paid in the Ordinary Course within 45 to 70 days from invoice date); 13. entered into any compromise or settlement of any Legal Proceeding or any investigation by any Governmental Body, in each case with respect to the Business; 14. failed: (A) to comply with all applicable Laws (including Environmental Permits) in any material respect; (B) to meet all Environmental Requirements; or (C) to hold and maintain in good standing all material Permits (including Environmental Permits) necessary for the conduct waiver of the Business and the ownership of its Purchased Assets; 15. made any filings or registrations with any Governmental Body with respect to the Business, except routine filings and registrations made in the Ordinary Course; 16. written up or down (or failed to write up or down) the value of any Purchased Assets, except in the Ordinary Course, in accordance with GAAP consistently applied; 17. introduced any material change with respect to the Business, including with respect to the products or services it sells, the areas in which such products or services are sold, its methods of manufacturing or distributing its products, the levels of Inventory, equipment, or revenue-earning property that it maintains, its marketing techniques, or its accounting methods; 18. adopted, amended, modified or terminated any Employee Benefit Plan limitation period applicable to employees of the Businessany Tax claim or assessment; or 19. entered into (p) any agreements agreement or commitments understanding whether in writing or otherwise, for an Issuer Entity to do or perform in take any of the future any actions referred to specified in this Section 2.8 (or disclosed an intent to do so), or taken or omitted to take any action that would be required to be disclosed in any section of the Disclosure Schedule5.13.

Absence of Certain Developments. Except as set forth in Section 2.8 of the Disclosure on Schedule (arranged in subsections corresponding to the subsections set forth below)3.8, since the Balance Sheet Date, Seller has the Companies have conducted the Business its business only in the Ordinary Course andordinary course consistent with past practice in all material respects and except for general industry and economic conditions and transactions expressly contemplated by this Agreement, there has been: i. there has not been a Seller Material Adverse Change; ii. there has not been any damage, destruction (a) no occurrence or loss, whether or not covered by insurance, with respect to the property and assets of Seller used in the Business of more than $25,000 for any single loss or $125,000 the aggregate for any related losses, or any failure to maintain insurance policies unmodified and without interruption; and iii. Seller has not: 1. failed to maintain its assets used in the Business in the same condition as on the Balance Sheet Date (ordinary wear and tear excluded); 2. made any change in the rate, timing, vesting, or funding of compensation, commission, bonus, or other direct or indirect remuneration payable or paid, or agreed or orally promised to pay, conditionally or otherwise, any bonus, incentive, retention, or other compensation, retirement, welfare, fringe or severance benefit, or vacation pay, to or in respect of any manager, officer, employee, distributor, or agent of Seller involved in the Business, other than increases in the Ordinary Course in the base wages or salaries of employees of Seller other than officers or managers or as required by any employment Contract; 3. hired or terminated any employee or engaged or terminated any independent contractor involved in the Business other than in the Ordinary Course; 4. Breached or waived any Breach or any material right with respect to any Included Contract; 5. canceled, written off, or compromised any debt or claim or amended, canceled, terminated, relinquished, waived, or released any Included Contract or right, except in the Ordinary Course and event which, in the aggregate, are not material has or would be reasonably expected to Sellerhave a Material Adverse Effect on the Companies; 6. modified its pricing (b) no declaration, setting aside or payment of any non-cash dividend or other non-cash distribution with respect to, or any direct or indirect redemption or acquisition of, any of the shares of the Companies; (c) no waiver of any material right of the Companies or cancellation of any material debt or claim held by the Companies; (d) no increase in the compensation paid or payable or employee benefits provided to any officer, employee or agent of the Companies other than in the ordinary course of business; (e) no material loss, destruction or damage to any property of the Companies, whether or not insured; (f) no entry into or agreement to enter into a collective bargaining agreement or similar labour contract, no labour dispute involving the Companies and purchasing policies no material change in the personnel of the Companies or the terms and levels conditions of their employment, other than in the ordinary course of business; (g) no adoption, amendment or modification of any Employee Benefit Plan, except as required by Law or the terms of such Employee Benefit Plan, and no action to accelerate the vesting of, or payment of, any compensation or benefit under any Employee Benefit Plan or to fund or in any other way secure the payment of compensation or benefits under any Employee Benefit Plan; (h) no material acquisition or disposition or abandonment of any assets (or any contract or arrangement therefor) except in the ordinary course of business nor any other transaction by the Companies otherwise than for fair value in the ordinary course of business, except between Affiliates of the Companies; (i) no change in accounting methods or practices of the Companies, except as required by Law or as disclosed in the notes to the Historical Financials; (j) no loss, or any material development that would reasonably be expected by the Companies to result in a loss, of any significant supplier, customer, distributor or account of the Companies (other than the completion in the ordinary course of business of specific projects for customers); (k) no termination of any material contract or agreement to which the Companies are a party or by which it is bound; (l) no Encumbrance placed on any of the properties of the Companies other than Permitted Encumbrances or in the ordinary course of business for equipment leased, consistent with past practices; (m) no payment or discharge of a material lien or material liability of the Companies, other than in the ordinary course of business consistent with past practices, purchase money liens and liens for taxes not yet due and payable; (n) no contingent liability incurred by the Companies as guarantor or otherwise with respect to the Business, obligations of others; (o) no obligation or entered into, amended, renewed, terminated, or permitted liability incurred by the Companies to lapse any Included Contract or transaction with any of its Affiliatesofficers, directors, shareholders or employees, or paid any loans or advances made by the Companies to any of its respective officers, directors, shareholders or received from any Affiliate employees, except compensation and expense allowances payable to officers, directors or employees in the ordinary course of Seller any amountbusiness; 7. entered (p) no new arrangements relating to any royalty or similar payment based on the revenues, profits or sales volume of the Companies, whether as part of the terms of the shares in the Companies’ capital or by any separate agreement (other than variable incentive compensation provided to new employees of the Companies); (q) no amendment to the Companies’ organizational documents other than as expressly contemplated by this Agreement; (r) no settlement or compromise of any material claim, written notice, audit report or assessment in respect of Taxes; no change in any annual Tax accounting period; no change of any method of Tax accounting; no entrance into any prepaid transactions outside of the Ordinary Course Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement or otherwise accelerated revenue recognition or the sales for periods prior to the Closing with respect to in the Business; 8. changed its policies or practices with respect to the payment of accounts payable or other current liabilities or the collection of accounts receivable (including any acceleration or delay or deferral of the payment or collection thereof) or failed to maintain the level and quality of its Inventoryclosing agreement, in each case with respect case, the primary subject matter of which is Tax; no surrender of any right to claim a material Tax refund; nor consent to any extension or waiver of the Business;statute of limitations period applicable to any Tax claim or assessment (excluding extensions pursuant to normal course extensions of time to file Tax Returns); and 9. amended (s) no commitment to do any of its Governing Documents, or failed to maintain its existence as a limited liability company; 10. adopted any plan of merger, consolidation, reorganization, liquidation, or dissolution, or filed a petition in bankruptcy under any provisions of federal or state bankruptcy Law, or consented to the filing of any bankruptcy petition against it under any similar Law; 11. engaged in any transaction or provided any consideration relating to the release, modification, or diminution of any guarantee, Surety Bond, or other obligation of Seller or any Affiliate thereof with respect to in the Business; 12. failed to pay any of its Liabilities when due (other than vendor liabilities which are paid in the Ordinary Course within 45 to 70 days from invoice date); 13. entered into any compromise or settlement of any Legal Proceeding or any investigation by any Governmental Body, in each case with respect to the Business; 14. failed: (A) to comply with all applicable Laws (including Environmental Permits) in any material respect; (B) to meet all Environmental Requirements; or (C) to hold and maintain in good standing all material Permits (including Environmental Permits) necessary for the conduct of the Business and the ownership of its Purchased Assets; 15. made any filings or registrations with any Governmental Body with respect to the Business, except routine filings and registrations made in the Ordinary Course; 16. written up or down (or failed to write up or down) the value of any Purchased Assets, except in the Ordinary Course, in accordance with GAAP consistently applied; 17. introduced any material change with respect to the Business, including with respect to the products or services it sells, the areas in which such products or services are sold, its methods of manufacturing or distributing its products, the levels of Inventory, equipment, or revenue-earning property that it maintains, its marketing techniques, or its accounting methods; 18. adopted, amended, modified or terminated any Employee Benefit Plan applicable to employees of the Business; or 19. entered into any agreements or commitments to do or perform in the future any actions referred to in this Section 2.8 (or disclosed an intent to do so), or taken or omitted to take any action that would be required to be disclosed in any section of the Disclosure Scheduleforegoing.

Absence of Certain Developments. Except as set forth in Section 2.8 of the Disclosure Schedule (arranged in subsections corresponding to the subsections set forth below)3.6 and except as expressly contemplated by this Agreement, since the Balance Sheet DateSeptember 30, 1997, Seller has conducted not suffered a change which could reasonably be anticipated to have a Material Adverse Effect. Without limiting the Business generality of the foregoing, since that date Seller has not taken any of the following actions outside of the ordinary course of business: (a) made or granted any bonus or any wage, salary or compensation increase to any director, officer, employee or sales representative, group of employees or consultant 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; (b) issued any notes, bonds or other debt securities or any capital stock or other equity securities or any securities convertible, exchangeable or exercisable into any capital stock or other equity securities; (c) borrowed any amount or consensually incurred any material liabilities or incurred liabilities under contracts; (d) mortgaged or pledged any of its properties or assets or subjected them to any Lien, except Liens for current property taxes not yet due and payable; (e) sold, assigned or transferred any of its tangible assets or canceled any debts or claims; (f) sold, assigned, licensed or transferred any Intangible Property or disclosed any Intangible Property to any person or entity; (g) suffered any losses or waived any rights of material value; (h) made capital expenditures or commitments other than as contemplated by this Agreement; (i) suffered any casualty loss exceeding in the Ordinary Course and: i. there has not been a Seller Material Adverse Change; ii. there has not been any damage, destruction or lossaggregate $50,000, whether or not covered by insurance; (j) made any investment in or taken steps to incorporate any subsidiary; (k) entered into any employment agreement or collective bargaining agreement, with respect to the property and assets of Seller used in the Business of more than $25,000 for any single loss written or $125,000 the aggregate for any related lossesoral, or modified the terms of any failure to maintain insurance policies unmodified and without interruption; and iii. Seller has not: 1. failed to maintain its assets used in the Business in the same condition as on the Balance Sheet Date (ordinary wear and tear excluded)existing such agreements; 2. (l) lost any material contracts with any customer or supplier; (m) made any change in the rate, timing, vesting, Seller's charter or funding of compensation, commission, bonus, bylaws; or other direct or indirect remuneration payable or paid, or agreed or orally promised to pay, conditionally or otherwise, any bonus, incentive, retention, or other compensation, retirement, welfare, fringe or severance benefit, or vacation pay, to or in respect of any manager, officer, employee, distributor, or agent of Seller involved in the Business, other than increases in the Ordinary Course in the base wages or salaries of employees of Seller other than officers or managers or as required by any employment Contract; 3. hired or terminated any employee or engaged or terminated any independent contractor involved in the Business other than in the Ordinary Course; 4. Breached or waived any Breach or any material right with respect to any Included Contract; 5. canceled, written off, or compromised any debt or claim or amended, canceled, terminated, relinquished, waived, or released any Included Contract or right, except in the Ordinary Course and which, in the aggregate, are not material to Seller; 6. modified its pricing and purchasing policies and levels with respect to the Business, or entered into, amended, renewed, terminated, or permitted to lapse any Included Contract or transaction with any of its Affiliates, or paid to or received from any Affiliate of Seller any amount; 7. (n) entered into any prepaid transactions outside of the Ordinary Course or otherwise accelerated revenue recognition or the sales for periods prior to the Closing with respect to in the Business; 8. changed its policies or practices with respect to the payment of accounts payable or other current liabilities or the collection of accounts receivable (including any acceleration or delay or deferral of the payment or collection thereof) or failed to maintain the level and quality of its Inventory, in each case with respect to the Business; 9. amended any of its Governing Documents, or failed to maintain its existence as a limited liability company; 10. adopted any plan of merger, consolidation, reorganization, liquidation, or dissolution, or filed a petition in bankruptcy under any provisions of federal or state bankruptcy Law, or consented to the filing of any bankruptcy petition against it under any similar Law; 11. engaged in any transaction or provided any consideration relating to the release, modification, or diminution of any guarantee, Surety Bond, or other obligation of Seller or any Affiliate thereof with respect to in the Business; 12. failed to pay any of its Liabilities when due (other than vendor liabilities which are paid in the Ordinary Course within 45 to 70 days from invoice date); 13. entered into any compromise or settlement of any Legal Proceeding or any investigation by any Governmental Body, in each case with respect to the Business; 14. failed: (A) to comply with all applicable Laws (including Environmental Permits) in any material respect; (B) to meet all Environmental Requirements; or (C) to hold and maintain in good standing all material Permits (including Environmental Permits) necessary for the conduct of the Business and the ownership of its Purchased Assets; 15. made any filings or registrations with any Governmental Body with respect to the Business, except routine filings and registrations made in the Ordinary Course; 16. written up or down (or failed to write up or down) the value of any Purchased Assets, except in the Ordinary Course, in accordance with GAAP consistently applied; 17. introduced any material change with respect to the Business, including with respect to the products or services it sells, the areas in which such products or services are sold, its methods of manufacturing or distributing its products, the levels of Inventory, equipment, or revenue-earning property that it maintains, its marketing techniques, or its accounting methods; 18. adopted, amended, modified or terminated any Employee Benefit Plan applicable to employees of the Business; or 19. entered into any agreements or commitments to do or perform in the future any actions referred to in this Section 2.8 (or disclosed an intent to do so), or taken or omitted to take any action that would be required to be disclosed in any section of the Disclosure Scheduletransaction.

Absence of Certain Developments. Except as set forth in Section 2.8 of on the Disclosure Schedule (arranged in subsections corresponding to the subsections set forth below)attached Developments Schedule, since the Balance Sheet DateSeptember 30, 2004, Seller has conducted not with respect to Designs, the Business Business, the Purchased Assets, and the Assumed Liabilities: (a) paid trade or account payables other than in the Ordinary Course and: i. there has not been a Seller Material Adverse Changeof Business or, delayed or postponed the payment of any trade or accounts payable or commissions or any other liability or litigation or agreed or negotiated with any party to extend the payment date of any trade or accounts payable or commission or any other liability or obligation or accelerated the collection of (or discounted) any accounts or notes receivable (whether billed or unbilled) or any deferred revenue or taken any actions or omitted to take any actions with the intent or the purpose of increasing the Net Inventory or the accounts payable as of the Closing; ii. there has (b) delayed cutting any checks; (c) except in connection with the physical count of Net Inventory conducted by Regis Corporation on or about the Closing Date, altered its methods of allocating inventory and other assets between its retail locations and/or the Warehouse, other than in the Ordinary Course of Business, otherwise moved or transferred its inventory and other assets between its retail locations and/or the Warehouse; (d) paid any obligation or liability (other than in the Ordinary Course of Business); (e) sold, leased, assigned or transferred any of its tangible assets (including the Purchased Assets), except in the Ordinary Course of Business, or canceled without fair consideration any debts or claims owing to or held by it; (f) sold, assigned, licensed, sublicensed, transferred or encumbered any Proprietary Rights or other intangible assets, disclosed any proprietary Confidential Information to any Person (other than Buyer and Buyer’s representatives, agents, attorneys and accountants), or abandoned or permitted to lapse any of the Proprietary Rights; (g) made or granted any bonus or any wage or salary increase to any employee or group of employees (except as required by pre-existing contracts or, in the case of non-officer employees, consistent with past practice), 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; (h) incurred any Indebtedness or incurred or become subject to any material liability, except current liabilities incurred in the Ordinary Course of Business and liabilities under contracts entered into in the Ordinary Course of Business; (i) suffered any extraordinary Losses or waived any rights of material value, whether or not been in the Ordinary Course of Business; (j) suffered any damage, destruction or losscasualty loss to its tangible assets (including the Purchased Assets) in excess of $25,000, whether or not covered by insurance, with respect to the property and assets of Seller used in the Business of more than $25,000 for any single loss or $125,000 the aggregate for any related losses, or any failure to maintain insurance policies unmodified and without interruption; and iii. Seller has not: 1. failed to maintain its assets used in the Business in the same condition as on the Balance Sheet Date (ordinary wear and tear excluded); 2. (k) made any capital expenditures or commitments therefore that aggregate in excess of $50,000; (l) made any change in any method of accounting or accounting policies, other than those required by generally accepted accounting principles which have been disclosed in writing to Buyer; (m) engaged in any activity that has or would reasonably be expected to have the rate, timing, vesting, effect of accelerating to pre-Closing periods sales that otherwise would be expected to occur in post-Closing periods (n) instituted or funding permitted any material change in the conduct of compensation, commission, bonus, Designs or other direct or indirect remuneration payable or paid, or agreed or orally promised to pay, conditionally or otherwise, any bonus, incentive, retention, or other compensation, retirement, welfare, fringe or severance benefit, or vacation pay, to or in respect of any manager, officer, employee, distributor, or agent of Seller involved in the Business, other than increases or any change in the Ordinary Course in the base wages its method of purchase, sale, lease, management, marketing, promotion or salaries of employees of Seller other than officers or managers or as required by any employment Contractoperation; 3. hired (o) entered into, amended or terminated any employee material contract or engaged any government license or terminated permit or taken any independent contractor involved in the Business other action or entered into any other transaction other than in the Ordinary Course; 4. Breached Course of Business; or waived (p) entered into any Breach other material transaction, whether or any material right with respect to any Included Contract; 5. canceled, written off, or compromised any debt or claim or amended, canceled, terminated, relinquished, waived, or released any Included Contract or right, except not in the Ordinary Course and which, in the aggregate, are not material to Seller; 6. modified its pricing and purchasing policies and levels with respect to the of Business, or entered into, amended, renewed, terminated, or permitted to lapse materially changed any Included Contract or transaction with any of its Affiliates, or paid to or received from any Affiliate of Seller any amount; 7. entered into any prepaid transactions outside of the Ordinary Course or otherwise accelerated revenue recognition or the sales for periods prior to the Closing with respect to in the Business; 8. changed its policies or practices with respect to the payment of accounts payable or other current liabilities or the collection of accounts receivable (including any acceleration or delay or deferral of the payment or collection thereof) or failed to maintain the level and quality of its Inventory, in each case with respect to the Business; 9. amended any of its Governing Documents, or failed to maintain its existence as a limited liability company; 10. adopted any plan of merger, consolidation, reorganization, liquidation, or dissolution, or filed a petition in bankruptcy under any provisions of federal or state bankruptcy Law, or consented to the filing of any bankruptcy petition against it under any similar Law; 11. engaged in any transaction or provided any consideration relating to the release, modification, or diminution of any guarantee, Surety Bond, or other obligation of Seller or any Affiliate thereof with respect to in the Business; 12. failed to pay any of its Liabilities when due (other than vendor liabilities which are paid in the Ordinary Course within 45 to 70 days from invoice date); 13. entered into any compromise or settlement of any Legal Proceeding or any investigation by any Governmental Body, in each case with respect to the Business; 14. failed: (A) to comply with all applicable Laws (including Environmental Permits) in any material respect; (B) to meet all Environmental Requirements; or (C) to hold and maintain in good standing all material Permits (including Environmental Permits) necessary for the conduct of the Business and the ownership of its Purchased Assets; 15. made any filings or registrations with any Governmental Body with respect to the Business, except routine filings and registrations made in the Ordinary Course; 16. written up or down (or failed to write up or down) the value of any Purchased Assets, except in the Ordinary Course, in accordance with GAAP consistently applied; 17. introduced any material change with respect to the Business, including with respect to the products or services it sells, the areas in which such products or services are sold, its methods of manufacturing or distributing its products, the levels of Inventory, equipment, or revenue-earning property that it maintains, its marketing techniques, or its accounting methods; 18. adopted, amended, modified or terminated any Employee Benefit Plan applicable to employees of the Business; or 19. entered into any agreements or commitments to do or perform in the future any actions referred to in this Section 2.8 (or disclosed an intent to do so), or taken or omitted to take any action that would be required to be disclosed in any section of the Disclosure Schedulebusiness practice.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth in Section 2.8 of on the Disclosure attached Developments Schedule (arranged in subsections corresponding to the subsections set forth below)6K, since the date of the Reference Balance Sheet DateSheet, Seller has the Sellers have conducted the Business only in the Ordinary Course andordinary course of business consistent with past custom and practice, and have not: i. there has not been a Seller Material Adverse Change(i) issued any notes, bonds or other debt securities; (ii. there has not been ) incurred any Indebtedness, other than any Indebtedness incurred in the ordinary course of business consistent with past custom and practice; (iii) discharged or satisfied any material Lien or paid any material obligation or Liability, other than current Liabilities paid in the ordinary course of business consistent with past custom and practice; (iv) mortgaged or pledged or imposed any security interest upon any of its properties or assets, tangible or intangible, or subjected them to any Lien, except Permitted Liens; (v) sold, assigned, transferred, leased, licensed or abandoned any of its assets, tangible or intangible (including the Intellectual Property Rights) other than in the ordinary course of business consistent with past custom and practice for a fair consideration; (vi) made or granted any bonus or any wage or salary increase or made any other change in employment to any director, officer, employee or group of employees (except as required by pre-existing contracts described on the attached Contracts Schedule 6N or in the ordinary course of business consistent with past custom and practice), or made or granted any increase in any bonus, profit sharing, incentive, severance, or other employee benefit plan, contract or arrangement, or amended or modified or terminated any existing employee benefit plan or arrangement or adopted any new employee benefit plan or arrangement; (vii) entered into any employment contract or collective bargaining agreement, written or oral, or modified the terms of any such contracts or agreements; (viii) made capital expenditures or commitments therefor that aggregate in excess of $100,000; (ix) delayed, postponed or canceled the payment of any accounts payable or any other Liability or obligation or agreed or negotiated with any party to extend the payment date of any accounts payable or accelerated the collection of any accounts or notes receivable; (x) made any loans or advances to, Guarantees for the benefit of, or any Investments in, any Persons or formed any Subsidiary; (xi) suffered any damage, destruction or loss, whether or casualty loss exceeding in the aggregate $25,000 which is not covered by insurance, with respect to the property and assets of Seller used or experienced any material changes in the Business amount and scope of more than $25,000 for any single loss or $125,000 the aggregate for any related losses, or any failure to maintain insurance policies unmodified and without interruption; and iii. Seller has not: 1. failed to maintain its assets used in the Business in the same condition as on the Balance Sheet Date (ordinary wear and tear excluded)coverage; 2. (xii) made any change in the rate, timing, vesting, any method of accounting or funding of compensation, commission, bonus, or other direct or indirect remuneration payable or paid, or agreed or orally promised to pay, conditionally or otherwise, any bonus, incentive, retention, or other compensation, retirement, welfare, fringe or severance benefit, or vacation pay, to or in respect of any manager, officer, employee, distributor, or agent of Seller involved in the Businessaccounting policies, other than increases those required by GAAP which have been disclosed in writing to the Purchaser, or made any write-down in the Ordinary Course in the base wages or salaries value of employees of Seller other than officers or managers or as required by any employment Contract; 3. hired or terminated any employee or engaged or terminated any independent contractor involved in the Business its inventory that is other than in the Ordinary Courseordinary course of business consistent with past custom and practice, or made any change in its cash management policies; 4. Breached (xiii) directly or waived indirectly engaged in any Breach transaction, made any loan to or entered into any material right arrangement with any officer, director, partner, shareholder, employee or other Affiliate of the Company; (xiv) granted any license or sublicense of any rights under or with respect to any Included ContractIntellectual Property Rights; 5. (xv) canceled, written off, or compromised any debt or claim or amended, canceled, terminated, relinquishedcompromised, waived, or released any Included Contract right or rightclaim (or series of related rights and claims) involving more than $25,000; (xvi) entered into any agreement, except contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $10,000 other than purchase orders and promotional arrangements entered into in the Ordinary Course and which, in the aggregate, are not material to Sellerordinary course of business; 6. modified its pricing and purchasing policies and levels with respect to the Business, or entered into, amended, renewed(xvii) accelerated, terminated, or permitted to lapse any Included Contract or transaction with any of its Affiliatesmodified, or paid canceled any agreement, contract or license (or series of related agreements, contracts, or licenses) involving more than $10,000 to which the Company is a party or received from any Affiliate by which it is bound other than purchase orders entered into in the ordinary course of Seller any amountbusiness; 7. entered into (xviii) experienced any prepaid transactions outside of the Ordinary Course or otherwise accelerated revenue recognition or the sales for periods prior to the Closing with respect to in the Business; 8. changed its policies or practices with respect to the payment of accounts payable or other current liabilities or the collection of accounts receivable (including any acceleration or delay or deferral of the payment or collection thereof) or failed to maintain the level and quality of its Inventoryoccurrence, in each case with respect to the Business; 9. amended any of its Governing Documentsevent, or failed to maintain its existence as a limited liability company; 10. adopted any plan of merger, consolidation, reorganization, liquidation, or dissolution, or filed a petition in bankruptcy under any provisions of federal or state bankruptcy Law, or consented to the filing of any bankruptcy petition against it under any similar Law; 11. engaged in any transaction or provided any consideration relating to the release, modification, or diminution of any guarantee, Surety Bond, or other obligation of Seller or any Affiliate thereof with respect to in the Business; 12. failed to pay any of its Liabilities when due (other than vendor liabilities which are paid in the Ordinary Course within 45 to 70 days from invoice date); 13. entered into any compromise or settlement of any Legal Proceeding or any investigation by any Governmental Body, in each case with respect to the Business; 14. failed: (A) to comply with all applicable Laws (including Environmental Permits) in any material respect; (B) to meet all Environmental Requirements; or (C) to hold and maintain in good standing all material Permits (including Environmental Permits) necessary for the conduct of the Business and the ownership of its Purchased Assets; 15. made any filings or registrations with any Governmental Body with respect to the Business, except routine filings and registrations made in the Ordinary Course; 16. written up or down (or failed to write up or down) the value of any Purchased Assets, except in the Ordinary Course, in accordance with GAAP consistently applied; 17. introduced any material change with respect to the Business, including with respect to the products or services it sells, the areas in which such products or services are sold, its methods of manufacturing or distributing its products, the levels of Inventory, equipment, or revenue-earning property that it maintains, its marketing techniques, or its accounting methods; 18. adopted, amended, modified or terminated any Employee Benefit Plan applicable to employees of the Business; or 19. entered into any agreements or commitments to do or perform in the future any actions referred to in this Section 2.8 (or disclosed an intent to do so)incident, or taken any action or omitted to take any action that which would be required have a Material Adverse Effect; or (xix) agreed, whether orally or in writing, to be disclosed in do any section of the Disclosure Scheduleforegoing.

Absence of Certain Developments. Except Since December 31, 2011, except as set forth in Section 2.8 4.7 of the Disclosure Schedule (arranged in subsections corresponding to the subsections set forth below)Schedule, since the Balance Sheet Date, Seller has conducted the Business in the Ordinary Course and: i. there has not been been: (a) any adverse change in the business, financial condition or results of operations of the Company, which change by itself or in conjunction with all other such changes, whether or not arising in the ordinary course of business, has had or could be reasonably expected to have a Seller Material Adverse ChangeEffect; ii. there has not been (b) any damageEncumbrance placed on any of the properties of the Company, destruction other than Permitted Encumbrances; (c) any purchase, sale or other disposition, or any Contract or other arrangement for the purchase, sale or other disposition, of any assets of the Company, including any of the Intellectual Property Rights owned or used by the Company in its business, involving any such assets with an aggregate value of $50,000, other than the sale of inventory by the Company in the ordinary course of business; (d) any material change in (x) the compensation payable or to become payable by the Company, to any of its officers or employees, any loans or advances made by the Company to any of its officers, directors, shareholders or employees (except expense allowances payable to officers or employees in the ordinary course of business), or (y) any bonus arrangements made to or with any of such officers or employees or any establishment or creation of any employment Contract, any deferred compensation or severance arrangement or employee benefit plan with respect to such Persons, or the amendment of any of the foregoing; (e) any change in collection policies, pricing policies or payment policies of the Company; (f) any termination of any material Contract or business arrangement to which the Company was a party or by which the Company or any of the assets of the Company, were bound, other than pursuant to the anticipated expiration of the term of any such Contract; (g) any strike or other material labor dispute or threatened strike or material labor dispute involving employees of the Company; (h) any material casualty, loss, damage or destruction (whether or not covered by insurance, with respect to ) of any of the property and assets of Seller used the Company in the Business excess of more than $25,000 for any single loss or $125,000 the aggregate for any related losses, or any failure to maintain insurance policies unmodified and without interruption; and iii. Seller has not: 1. failed to maintain its assets used in the Business in the same condition as on the Balance Sheet Date (ordinary wear and tear excluded)50,000; 2. made (i) any change commitment to make any capital expenditures in the rateexcess of $50,000, timing, vesting, or funding of compensation, commission, bonus, or other direct or indirect remuneration payable or paid, or agreed or orally promised to pay, conditionally or otherwise, any bonus, incentive, retention, or other compensation, retirement, welfare, fringe or severance benefit, or vacation pay, to or in respect of any manager, officer, employee, distributor, or agent of Seller involved in the Business, other than increases in the Ordinary Course in the base wages or salaries of employees of Seller other than officers or managers or as required by any employment Contract; 3. hired or terminated any employee or engaged or terminated any independent contractor involved in the Business other than in the Ordinary Course;ordinary course of business; or 4. Breached or waived (j) any Breach or any material right with respect to any Included Contract; 5. canceled, written off, or compromised any debt or claim or amended, canceled, terminated, relinquished, waived, or released any Included Contract or right, except in the Ordinary Course and which, in the aggregate, are not material to Seller; 6. modified its pricing and purchasing policies and levels with respect to the Business, or entered into, amended, renewed, terminated, or permitted to lapse any Included Contract or transaction with any of its Affiliates, or paid to or received from any Affiliate of Seller any amount; 7. entered into any prepaid transactions outside of the Ordinary Course or otherwise accelerated revenue recognition or the sales for periods prior to the Closing with respect to in the Business; 8. changed its policies or practices with respect to the payment of accounts payable or other current liabilities or the collection of accounts receivable (including any acceleration or delay or deferral of the payment or collection thereof) or failed to maintain the level and quality of its Inventory, in each case with respect to the Business; 9. amended any of its Governing Documents, or failed to maintain its existence as a limited liability company; 10. adopted any plan of merger, consolidation, reorganization, liquidation, or dissolution, or filed a petition in bankruptcy under any provisions of federal or state bankruptcy Law, or consented to the filing of any bankruptcy petition against it under any similar Law; 11. engaged in any transaction or provided any consideration relating to the releaseamendment, modification, renewal, renegotiation or diminution termination of any guarantee, Surety Bond, Contract or other obligation of Seller or any Affiliate thereof with respect to in the Business; 12. failed to pay any of its Liabilities when due (other than vendor liabilities which are paid in the Ordinary Course within 45 to 70 days from invoice date); 13. entered into any compromise or settlement of any Legal Proceeding or any investigation by any Governmental Body, in each case with respect to the Business; 14. failed: (A) to comply with all applicable Laws (including Environmental Permits) default in any material respect; respect (B) to meet all Environmental Requirements; or (C) to hold and maintain in good standing all material Permits (including Environmental Permits) necessary for the conduct of the Business and the ownership of its Purchased Assets; 15. made any filings or registrations with any Governmental Body with respect to the Business, except routine filings and registrations made in the Ordinary Course; 16. written up or down (or failed to write up or down) the value of any Purchased Assets, except in the Ordinary Course, in accordance with GAAP consistently applied; 17. introduced any material change with respect to the Business, including with respect to the products or services it sells, the areas in which such products or services are sold, its methods of manufacturing or distributing its products, the levels of Inventory, equipment, or revenue-earning property that it maintains, its marketing techniques, or its accounting methods; 18. adopted, amended, modified or terminated any Employee Benefit Plan applicable to employees of the Business; or 19. entered into any agreements or commitments to do or perform in the future any actions referred to in this Section 2.8 (or disclosed an intent to do so), or taken or omitted to take any action that would be required to be disclosed that, with or without the giving of notice or passage of time or both, could constitute a default in any section material respect) in any of its obligations under any Material Contract; (k) any change in Tax accounting methods or period of accounting; (l) with respect to the ownership or operation of the Disclosure SchedulePurchased Assets: (i) any change or rescission of any material Tax election, (ii) entry into any closing Contract relating to Taxes, (iii) waiver or extension of the statute of limitations in respect of Taxes, or (iv) settlement or compromise any material Tax liability, or (v) surrender of any right or claim for a Tax refund; (m) any (i) cancellation, compromise, waiver, or release of any right or claim (or series of related rights and claims) involving more than $50,000 and outside the ordinary course of business, or (ii) cancellation or forgiveness of any material indebtedness for borrowed money owed to the Company; (n) any entry into any joint venture, partnership or similar Contract; (o) any delay or postponement of the payment of accounts payable and other liabilities involving more than $50,000; (p) any grant of any material license or sublicense of any rights under or with respect to any of the Intellectual Property Rights owned or used by the Company in its business, disposition of or permission granted to lapse any rights to the use of any such Intellectual Property Rights or disclosure of any material Intellectual Property Rights not a matter of public knowledge, except for any such disclosure required by applicable Law or judicial process; or (q) any Contract or understanding whether in writing or otherwise, for the Company to take any of the actions specified in clauses (a) through (p) above.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or the transactions contemplated hereby or as set forth in Section 2.8 of on the Disclosure Schedule (arranged in subsections corresponding to the subsections set forth below)attached Developments Schedule, since the date of the Latest Balance Sheet DateSheet, Seller has conducted not: (a) borrowed any amount or incurred or become subject to any, material liabilities (in each case, with respect to the Business), except current liabilities incurred in the ordinary course of business consistent with past practice; (b) mortgaged or pledged any of its properties or assets or subjected them to any Lien, except for Permitted Liens; (c) sold, assigned, transferred, leased, licensed or otherwise encumbered any of its tangible assets, except in the ordinary course of business consistent with past practice, or canceled any material debts or claims; (d) sold, assigned, transferred, leased, licensed or otherwise encumbered any Intellectual Property Rights or other intangible assets, or to the knowledge of Seller, abandoned or permitted to lapse any Intellectual Property Rights; (e) with respect to any employees of Seller which Buyer notifies Seller that it intends to hire on the Closing Date, made or granted any bonus (other than stay bonuses to be paid by Seller at Closing) or any wage or salary increase (except as required by pre-existing contracts described on the attached Contracts Schedule or except in the case of ordinary course increases of not more than 10% in the aggregate with respect to any such employee) 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 except any such increase, amendment or termination effecting Seller's employees generally; (f) suffered any extraordinary losses or waived any rights of material value (whether ordinary course of business or consistent with past practice) in excess of $25,000 in aggregate; (g) made commitments for capital expenditures with respect to the Business in excess of $25,000 in the Ordinary Course and: i. there has not been a Seller Material Adverse Changeaggregate; ii. there has not been (h) delayed or postponed the payment of any accounts payable or any other liability, or obligation or agreed or negotiated with any party to extend the payment date of any accounts payable or accelerated the collection of any accounts or notes receivable, except in the ordinary course of business; (i) suffered any damage, destruction or losscasualty loss with respect to the Business exceeding $25,000 in the aggregate, whether or not covered by insurance, ; (j) made any change in any method of accounting or accounting policies (including without limitation with respect to the property and assets collection of Seller used in the Business of more than $25,000 for any single loss or $125,000 the aggregate for any related losses, or any failure to maintain insurance policies unmodified and without interruption; and iii. Seller has not: 1. failed to maintain its assets used in the Business in the same condition as on the Balance Sheet Date (ordinary wear and tear excludedaccounts receivable); 2. made any change in the rate, timing, vesting, or funding of compensation, commission, bonus, or other direct or indirect remuneration payable or paid, or agreed or orally promised to pay, conditionally or otherwise, any bonus, incentive, retention, or other compensation, retirement, welfare, fringe or severance benefit, or vacation pay, to or in respect of any manager, officer, employee, distributor, or agent of Seller involved in the Business, other than increases in the Ordinary Course in the base wages or salaries of employees of Seller other than officers or managers or as those required by any employment ContractGAAP which have been disclosed in writing to Buyer; 3. hired (k) entered into any agreement or terminated arrangement prohibiting or restricting it from freely engaging in, or otherwise restricting the conduct of the Business; (l) entered into any employee or engaged or terminated any independent contractor involved in the Business contract other than in the Ordinary Courseordinary course of business consistent with past practice, or materially changed any business practice; 4. Breached (m) delayed, postponed, canceled or waived modified the production and execution of any Breach subscriber direct mail or any material right with respect to any Included Contract; 5. canceled, written off, or compromised any debt or claim or amended, canceled, terminated, relinquished, waived, or released any Included Contract or right, except in the Ordinary Course and which, in the aggregate, are not material to Seller; 6. modified its pricing and purchasing policies and levels renewal campaigns which Seller had initiated with respect to the Business, or entered into, amended, renewed, terminated, or permitted to lapse any Included Contract or transaction with any of its Affiliates, or paid to or received from any Affiliate of Seller any amount; 7. entered into any prepaid transactions outside of the Ordinary Course or otherwise accelerated revenue recognition or the sales for periods prior to the Closing with respect to in the Business; 8. changed its policies or practices with respect to the payment of accounts payable or other current liabilities or the collection of accounts receivable (including any acceleration or delay or deferral of the payment or collection thereof) or failed to maintain the level and quality of its Inventory, in each case with respect to the Business; 9. amended any of its Governing Documents, or failed to maintain its existence as a limited liability company; 10. adopted any plan of merger, consolidation, reorganization, liquidation, or dissolution, or filed a petition in bankruptcy under any provisions of federal or state bankruptcy Law, or consented to the filing of any bankruptcy petition against it under any similar Law; 11. engaged in any transaction or provided any consideration relating to the release, modification, or diminution of any guarantee, Surety Bond, or other obligation of Seller or any Affiliate thereof with respect to in the Business; 12. failed to pay any of its Liabilities when due (other than vendor liabilities which are paid in the Ordinary Course within 45 to 70 days from invoice date); 13. entered into any compromise or settlement of any Legal Proceeding or any investigation by any Governmental Body, in each case with respect to the Business; 14. failed: (A) to comply with all applicable Laws (including Environmental Permits) in any material respect; (B) to meet all Environmental Requirements; or (C) to hold and maintain in good standing all material Permits (including Environmental Permits) necessary for the conduct of the Business and the ownership of its Purchased Assets; 15. made any filings or registrations with any Governmental Body with respect to the Business, except routine filings and registrations made in the Ordinary Course; 16. written up or down (or failed to write up or down) the value of any Purchased Assets, except in the Ordinary Course, in accordance with GAAP consistently applied; 17. introduced any material change with respect to the Business, including with respect to the products or services it sells, the areas in which such products or services are sold, its methods of manufacturing or distributing its products, the levels of Inventory, equipment, or revenue-earning property that it maintains, its marketing techniques, or its accounting methods; 18. adopted, amended, modified or terminated any Employee Benefit Plan applicable to employees of the Business; or 19. entered into any agreements (n) agreed, whether orally or commitments in writing, to do or perform in the future any actions referred to in this Section 2.8 (or disclosed an intent to do so), or taken or omitted to take any action that would be required to be disclosed in any section of the Disclosure Scheduleforegoing.

Absence of Certain Developments. Except as set forth in Section 2.8 Since the date of the Disclosure Schedule (arranged in subsections corresponding to the subsections set forth below)Latest Balance Sheet, since the Balance Sheet Date, Seller has conducted the Business in the Ordinary Course and: i. there has not been a Seller Material Adverse Change; ii. there has not been any damageMaterial Adverse Effect. Except as set forth on Schedule 4.07 and except as expressly contemplated by this Agreement, destruction during the period between the date of the Latest Balance Sheet and the date hereof, neither the Company nor any of its Subsidiaries has: (a) amended or lossmodified its certificate of incorporation or by-laws (or equivalent governing documents); (b) except for (i) issuances as may result from the exercise of Options outstanding as of the date of the Latest Balance Sheet and (ii) issuances of replacement certificates for Company Shares, whether issued or not covered by insurancesold any of its capital stock or equity securities, securities convertible into its capital stock or equity securities, or warrants, options or other rights to purchase its capital stock or equity securities; (c) declared, set aside or paid any distribution (in stock or property) with respect to any securities of the property and Company; (d) subjected any portion of its properties or assets to any Lien, except for Permitted Liens; (e) sold, assigned or transferred any material portion of Seller used its tangible assets, except for inventory in the Business ordinary course of more than business and except for sales of obsolete assets or assets with de minimis or no book value; (f) made any capital expenditures in excess of $25,000 for 250,000 in any single loss one case; (g) sold, assigned or transferred any Intellectual Property, except in the ordinary course of business; (i) made or granted any bonus or any compensation or salary or wage increase to any current (or former) employee, director or individual independent contractor (except any base salary or wage increase in the ordinary course of business in accordance with past practice with respect to any current employee whose annual base (non-variable) compensation does not exceed $125,000 the aggregate for any related losses150,000 after giving effect to such increase), or (ii) made or granted any failure to maintain insurance policies unmodified and without interruption; and material increase in any employee benefit plan or arrangement or (iii. Seller has not: 1. failed to maintain its assets used ) amended or terminated any existing employee benefit plan or arrangement or severance agreement or employment contract or adopted any new employee benefit plan or arrangement or severance agreement or employment contract (except in the Business in the same condition as on the Balance Sheet Date (ordinary wear and tear excludedcourse of business); 2. made any change in the rate(i) negotiated, timingentered into, vestingmodified, or funding of compensation, commission, bonus, or other direct or indirect remuneration payable or paid, or agreed or orally promised to pay, conditionally or otherwise, any bonus, incentive, retention, or other compensation, retirement, welfare, fringe or severance benefit, or vacation pay, to or in respect of any manager, officer, employee, distributor, or agent of Seller involved in the Business, other than increases in the Ordinary Course in the base wages or salaries of employees of Seller other than officers or managers or as required by any employment Contract; 3. hired extended or terminated any collective bargaining agreement or other agreement with a labor union, works council or other employee representative body; (j) hired or engaged or terminated the employment or engagement of any employee or individual independent contractor involved whose annual base (non-variable) compensation exceeds or will exceed $150,000; (k) made any loans or advances to, or guarantees for the benefit of, any Persons (except to employees for vacation, travel or other business expenses in the Business other than in the Ordinary Courseordinary course of business consistent with past practice); 4. Breached (l) commenced, settled, waived or waived otherwise compromised any Breach or any material right with respect to any Included ContractLegal Proceeding; 5. canceled, written off, or compromised (m) made any debt or claim or amended, canceled, terminated, relinquished, waived, or released any Included Contract or right, except in the Ordinary Course and which, in the aggregate, are not material to Seller; 6. modified its pricing and purchasing policies and levels with respect to the Business, or entered into, amended, renewed, terminated, or permitted to lapse any Included Contract or transaction with any of its Affiliates, or paid to or received from any Affiliate of Seller any amount; 7. entered into any prepaid transactions outside of the Ordinary Course or otherwise accelerated revenue recognition or the sales for periods prior to the Closing with respect to in the Business; 8. changed its policies or practices with respect to the payment of accounts payable or other current liabilities or the collection of accounts receivable acquisition (including any acceleration or delay or deferral of the payment or collection thereof) or failed to maintain the level and quality of its Inventory, in each case with respect to the Business; 9. amended any of its Governing Documents, or failed to maintain its existence as a limited liability company; 10. adopted any plan of by merger, consolidation, reorganization, liquidation, or dissolution, acquisition of stock or filed a petition in bankruptcy under any provisions of federal or state bankruptcy Law, or consented to the filing assets) of any bankruptcy petition against it under any similar Lawcorporation, partnership or other business organization or division thereof; 11. engaged (n) made any material change in its accounting policies, made or changed any transaction or provided Tax election, filed any consideration relating to the releaseamended material Tax Return, modification, or diminution of any guarantee, Surety Bond, or other obligation of Seller or any Affiliate thereof with respect to in the Business; 12. failed to pay any of its Liabilities when due (other than vendor liabilities which are paid in the Ordinary Course within 45 to 70 days from invoice date); 13. entered into any compromise or settlement of any Legal Proceeding or any investigation by any Governmental Body, in each case closing agreement with respect to the Business; 14. failed: (A) to comply with all applicable Laws (including Environmental Permits) in any material respect; (B) to meet all Environmental Requirements; or (C) to hold and maintain in good standing all material Permits (including Environmental Permits) necessary for the conduct of the Business and the ownership of its Purchased Assets; 15. made any filings or registrations with any a Governmental Body with respect to Taxes, settled any material Tax claim or assessment relating to the BusinessCompany or any of its Subsidiaries, except routine filings and registrations made in surrendered any right to claim a material refund of Taxes or consented to any extension or waiver of the Ordinary Courselimitation period applicable to any material Tax claim or assessment relating to the Company or any of its Subsidiaries; 16. written up (o) incurred any indebtedness for borrowed money (other than indebtedness that will be Indebtedness at the time of the Closing or down (or failed to write up or down) the value of any Purchased Assets, except in the Ordinary Course, in accordance with GAAP consistently applied; 17. introduced any material change payables with respect to employee purchase cards for transactions entered into in the Businessordinary course of business); (p) cancelled any material third party indebtedness owed to the Company or any of its Subsidiaries; (q) suffered any material damage, including destruction or other casualty loss with respect to material property owned by the products Company or services it sells, the areas in which such products or services are sold, any of its methods of manufacturing or distributing its products, the levels of Inventory, equipment, or revenue-earning property Subsidiaries that it maintains, its marketing techniques, or its accounting methods; 18. adopted, amended, modified or terminated any Employee Benefit Plan applicable to employees of the Businessis not covered by insurance; or 19. entered into any agreements (r) agreed or commitments committed to do or perform in the future any actions referred to in this Section 2.8 (or disclosed an intent to do so), or taken or omitted to take any action that would be required to be disclosed in any section of the Disclosure Scheduleforegoing.

Absence of Certain Developments. Except as set forth in Section 2.8 of the Disclosure "Developments Schedule" attached hereto as Schedule (arranged in subsections corresponding to the subsections set forth below)3.7, since the date of the Latest Balance Sheet DateSheet, no Seller has conducted the Business has: (a) borrowed or agreed to borrow any amount or incurred or become subject to any material liabilities, except current liabilities incurred in the Ordinary Course and: i. there has not been a Seller Material Adverse Changeordinary course of business and liabilities under contracts entered into in the ordinary course of business; ii. there has (b) discharged or satisfied, or agreed to discharge or satisfy, any material lien or encumbrance or paid any material liability, other than current liabilities paid in the ordinary course of business; (c) mortgaged, pledged or subjected to any lien, charge or any other encumbrance, any portion of the Purchased Assets, except liens for current property taxes not been yet due and payable and except for liens in favor of Purchaser; (d) sold, assigned or transferred, or agreed to do so, any of the Purchased Assets, except in the ordinary course of business or canceled without fair consideration any material debts or claims owing to or held by it; (e) sold, assigned, transferred, abandoned or permitted to lapse any patents, trademarks, trade names, copyrights, trade secrets or other intangible assets, or disclosed any material proprietary confidential information to any person; (f) made or granted, or agreed to make or grant, any bonus or any wage or salary increase to any employee or group of employees or made or granted any increase in any employee benefit plan or arrangement (except in accordance with past custom and practice), or amended or terminated, or agreed to terminate or amend, any existing employee benefit plan or arrangement or adopted any new employee benefit plan or arrangement; (g) made, or agreed to make, any capital expenditures or commitments therefore that aggregate in excess of $10,000; (h) made, or agreed to make, any loans or advances to, or guarantees for the benefit of, any persons; (i) suffered any extraordinary losses or waived any rights of material value, whether or not in the ordinary course of business or consistent with past practice; (j) entered into, or agreed to enter into, any other material transaction other than in the ordinary course of business; (k) made, or agreed to make, any charitable contributions or pledges; (l) failed to replenish the Sellers' supplies in a normal and customary manner consistent with its prior practice and prudent business practices prevailing in the industry, or made any purchase commitment in excess of the normal, ordinary and usual requirements of its business or at any price in excess of the then current market price or upon terms and conditions more onerous than those usual and customary in the industry, or made any change in its selling, pricing, advertising or personnel practice inconsistent with its prior practice and prudent business practices prevailing in the industry; or (m) suffered any material damage, destruction or losscasualty loss to the Purchased Assets, whether or not covered by insurance, with respect to the property and assets of Seller used in the Business of more than $25,000 for any single loss or $125,000 the aggregate for any related losses, or any failure to maintain insurance policies unmodified and without interruption; and iii. Seller has not: 1. failed to maintain its assets used in the Business in the same condition as on the Balance Sheet Date (ordinary wear and tear excluded); 2. made any change in the rate, timing, vesting, or funding of compensation, commission, bonus, or other direct or indirect remuneration payable or paid, or agreed or orally promised to pay, conditionally or otherwise, any bonus, incentive, retention, or other compensation, retirement, welfare, fringe or severance benefit, or vacation pay, to or in respect of any manager, officer, employee, distributor, or agent of Seller involved in the Business, other than increases in the Ordinary Course in the base wages or salaries of employees of Seller other than officers or managers or as required by any employment Contract; 3. hired or terminated any employee or engaged or terminated any independent contractor involved in the Business other than in the Ordinary Course; 4. Breached or waived any Breach or any material right with respect to any Included Contract; 5. canceled, written off, or compromised any debt or claim or amended, canceled, terminated, relinquished, waived, or released any Included Contract or right, except in the Ordinary Course and which, in the aggregate, are not material to Seller; 6. modified its pricing and purchasing policies and levels with respect to the Business, or entered into, amended, renewed, terminated, or permitted to lapse any Included Contract or transaction with any of its Affiliates, or paid to or received from any Affiliate of Seller any amount; 7. entered into any prepaid transactions outside of the Ordinary Course or otherwise accelerated revenue recognition or the sales for periods prior to the Closing with respect to in the Business; 8. changed its policies or practices with respect to the payment of accounts payable or other current liabilities or the collection of accounts receivable (including any acceleration or delay or deferral of the payment or collection thereof) or failed to maintain the level and quality of its Inventory, in each case with respect to the Business; 9. amended any of its Governing Documents, or failed to maintain its existence as a limited liability company; 10. adopted any plan of merger, consolidation, reorganization, liquidation, or dissolution, or filed a petition in bankruptcy under any provisions of federal or state bankruptcy Law, or consented to the filing of any bankruptcy petition against it under any similar Law; 11. engaged in any transaction or provided any consideration relating to the release, modification, or diminution of any guarantee, Surety Bond, or other obligation of Seller or any Affiliate thereof with respect to in the Business; 12. failed to pay any of its Liabilities when due (other than vendor liabilities which are paid in the Ordinary Course within 45 to 70 days from invoice date); 13. entered into any compromise or settlement of any Legal Proceeding or any investigation by any Governmental Body, in each case with respect to the Business; 14. failed: (A) to comply with all applicable Laws (including Environmental Permits) in any material respect; (B) to meet all Environmental Requirements; or (C) to hold and maintain in good standing all material Permits (including Environmental Permits) necessary for the conduct of the Business and the ownership of its Purchased Assets; 15. made any filings or registrations with any Governmental Body with respect to the Business, except routine filings and registrations made in the Ordinary Course; 16. written up or down (or failed to write up or down) the value of any Purchased Assets, except in the Ordinary Course, in accordance with GAAP consistently applied; 17. introduced any material change with respect to the Business, including with respect to the products or services it sells, the areas in which such products or services are sold, its methods of manufacturing or distributing its products, the levels of Inventory, equipment, or revenue-earning property that it maintains, its marketing techniques, or its accounting methods; 18. adopted, amended, modified or terminated any Employee Benefit Plan applicable to employees of the Business; or 19. entered into any agreements or commitments to do or perform in the future any actions referred to in this Section 2.8 (or disclosed an intent to do so), or taken or omitted to take any action that would be required to be disclosed in any section of the Disclosure Schedule.

Absence of Certain Developments. Except as set forth in Section 2.8 of the Disclosure on Schedule (arranged in subsections corresponding to the subsections set forth below)4.8 and except as expressly required by this Agreement, since September 30, 2010, (a) there has occurred no change which, individually or in the Balance Sheet Dateaggregate, Seller has conducted resulted in a Material Adverse Change; (b) the Business Company and its former Subsidiary have operated the business in all material respects in the Ordinary Course andof Business of the Company and its former Subsidiary and (y) neither the Company nor its former Subsidiary has: i. there has not been a Seller Material Adverse Change(a) made any loans or advances to, or guarantees for the benefit of, any Person, outside the Ordinary Course of Business; ii. there has not been (b) incurred any Indebtedness other than Permitted Indebtedness, or Indebtedness disclosed in the Financial Statements or incurred in the Ordinary Course of Business; (c) mortgaged, pledged or subjected, or allowed or suffered to become subject, to any Lien (other than Permitted Liens), any material portion of its properties or assets; (d) entered into, amended (including through waivers or other modifications) or terminated, any Contract (including any Lease), other than in the Ordinary Course of Business; (e) made or granted any bonus or any wage, salary or compensation increase (including with respect to any severance or change in control payment) in excess of $10,000 to any current or former director, officer, employee or consultant 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; (f) made any capital expenditure or commitments for capital expenditures or any investment in any other Person in excess of $10,000; (g) entered into any Lease or lease of capital equipment; (h) changed or authorized any change in the Certificate of Incorporation or the Company Bylaws; (i) declared, set aside or paid any dividends or made any other distributions with respect to, or purchased, redeemed or otherwise acquired or agreed to acquire, any shares of capital stock or other securities of the Company (including any warrants, options or other rights to acquire capital stock or other equity securities); (j) changed or authorized any change in its accounting practices or policies or method of accounting for any items in the preparation of the financial statements of the Company or its former Subsidiaries; (k) incurred any material physical damage, destruction or other casualty loss, whether or not covered by insurance, with respect to the property and assets affecting any of Seller used in the Business of more than $25,000 for any single loss its real or $125,000 the aggregate for any related losses, or any failure to maintain insurance policies unmodified and without interruption; and iii. Seller has not: 1. failed to maintain its assets used in the Business in the same condition as on the Balance Sheet Date (ordinary wear and tear excluded)personal property; 2. made (l) entered into any change in the ratesettlement, timingconciliation or similar Contract involving material claims, vesting, or funding of compensation, commission, bonus, or other direct or indirect remuneration payable or paid, discharged, settled, waived or agreed satisfied any material Liabilities or orally promised to payrights of the Company or its former Subsidiaries, conditionally or otherwise, any bonus, incentive, retention, or other compensation, retirement, welfare, fringe or severance benefit, or vacation pay, to or in respect of any manager, officer, employee, distributor, or agent of Seller involved in the Business, other than increases in the Ordinary Course in the base wages or salaries of employees of Seller other than officers or managers or as required by any employment Contract; 3. hired or terminated any employee or engaged or terminated any independent contractor involved in the Business other than in the Ordinary Course; 4. Breached or waived any Breach or any material right with respect to any Included Contract; 5. canceled, written off, or compromised any debt or claim or amended, canceled, terminated, relinquished, waived, or released any Included Contract or right, except in the Ordinary Course and which, in the aggregate, are not material to Seller; 6. modified its pricing and purchasing policies and levels with respect to the Business, or entered into, amended, renewed, terminated, or permitted to lapse any Included Contract or transaction with any of its Affiliates, or paid to or received from any Affiliate of Seller any amount; 7. entered into any prepaid transactions outside of the Ordinary Course or otherwise accelerated revenue recognition or the sales for periods prior to the Closing with respect to in the Business; 8. changed its policies (m) any work interruptions, labor grievances or practices with respect to the payment claims filed, or any proposed law, regulation or event or condition of accounts payable or other current liabilities or the collection of accounts receivable (including any acceleration or delay or deferral of the payment or collection thereof) or failed to maintain the level and quality of its Inventorycharacter, in each case with respect to materially adversely affecting the Businessbusiness of the Company or its former Subsidiaries; 9. amended (n) any sale or transfer, or any agreement to sell or transfer, any material assets, properties or rights of the Company or its former Subsidiaries; (o) entered into or approved any Contract, arrangement or understanding to do, engage in or cause or having the effects of, any of its Governing Documents, or failed to maintain its existence as a limited liability company; 10. adopted any plan of merger, consolidation, reorganization, liquidation, or dissolution, or filed a petition in bankruptcy under any provisions of federal or state bankruptcy Law, or consented to the filing of any bankruptcy petition against it under any similar Law; 11. engaged in any transaction or provided any consideration relating to the release, modification, or diminution of any guarantee, Surety Bond, or other obligation of Seller or any Affiliate thereof with respect to in the Business; 12. failed to pay any of its Liabilities when due (other than vendor liabilities which are paid in the Ordinary Course within 45 to 70 days from invoice date); 13. entered into any compromise or settlement of any Legal Proceeding or any investigation by any Governmental Body, in each case with respect to the Business; 14. failed: (A) to comply with all applicable Laws (including Environmental Permits) in any material respect; (B) to meet all Environmental Requirements; or (C) to hold and maintain in good standing all material Permits (including Environmental Permits) necessary for the conduct of the Business and the ownership of its Purchased Assets; 15. made any filings or registrations with any Governmental Body with respect to the Business, except routine filings and registrations made in the Ordinary Course; 16. written up or down (or failed to write up or down) the value of any Purchased Assets, except in the Ordinary Course, in accordance with GAAP consistently applied; 17. introduced any material change with respect to the Business, including with respect to the products or services it sells, the areas in which such products or services are sold, its methods of manufacturing or distributing its products, the levels of Inventory, equipment, or revenue-earning property that it maintains, its marketing techniques, or its accounting methods; 18. adopted, amended, modified or terminated any Employee Benefit Plan applicable to employees of the Business; or 19. entered into any agreements or commitments to do or perform in the future any actions referred to in this Section 2.8 (or disclosed an intent to do so), or taken or omitted to take any action that would be required to be disclosed in any section of the Disclosure Scheduleforegoing.

Absence of Certain Developments. Except as set forth in Section 2.8 of the Disclosure on Schedule (arranged in subsections corresponding to the subsections set forth below)3.8, since the Balance Sheet Date, Seller the Company has conducted the Business its business only in the Ordinary Course andordinary course consistent with past practice in all material respects and except for general industry and economic conditions and transactions expressly contemplated by this Agreement, there has been: i. there has not been (a) no material change in the condition (financial or otherwise) of the Company or in the assets, liabilities or Business, taken as a Seller Material Adverse Changewhole; ii. there has not been (b) no declaration, setting aside or payment of any damagenon-cash dividend or other non-cash distribution with respect to, or any direct or indirect redemption or acquisition of, any of the equity interests of the Company; (c) no waiver of any material right of the Company or cancellation of any material debt or claim held by the Company; (d) no increase in the compensation paid or payable or employee benefits provided to any officer, employee or agent of the Company other than in the ordinary course of business; (e) no material loss, destruction or lossdamage to any property of the Company, whether or not covered insured; (f) no entry into or agreement to enter into a collective bargaining agreement or similar labor contract, no labor dispute involving the Company and no material change in the personnel of the Company or the terms and conditions of their employment, other than in the ordinary course of business; (g) no adoption, amendment or modification of any Employee Benefit Plan, except as required by insurancelaw or the terms of such Employee Benefit Plan, and no action to accelerate the vesting of, or payment of, any compensation or benefit under any Employee Benefit Plan or to fund or in any other way secure the payment of compensation or benefits under any Employee Benefit Plan; (h) no material acquisition or disposition or abandonment of any assets (or any contract or arrangement therefor) except in the ordinary course of business nor any other transaction by the Company otherwise than for fair value in the ordinary course of business, except for between entities than are within the Company; (i) no change in accounting methods or practices of the Company, except as required by applicable law or as disclosed in the notes to the Historical Financials; (j) no loss, or any material development that is reasonably expected by the Company to result in a loss, of any significant supplier, customer, distributor or account of the Company (other than the completion in the ordinary course of business of specific projects for customers); (k) no termination of any material contract or agreement to which the Company is a party or by which it is bound; (l) no Encumbrance placed on any of the properties of the Company other than Permitted Encumbrances or in the ordinary course of business for equipment leased, consistent with past practices; (m) no payment or discharge of a material lien or material liability of the Company, other than in the ordinary course of business consistent with past practices, purchase money liens and liens for taxes not yet due and payable; (n) no contingent liability incurred by the Company as guarantor or otherwise with respect to the property and assets obligations of Seller used in others; (o) no obligation or liability incurred by the Business Company to any of more than $25,000 for any single loss its officers, directors, equity holders, or $125,000 the aggregate for any related lossesemployees, or any failure loans or advances made by the Company to maintain insurance policies unmodified any of its officers, directors, equity holders, or employees, except normal compensation and without interruptionexpense allowances payable to officers or employees in the ordinary course of business; (p) no arrangements relating to any royalty or similar payment based on the revenues, profits or sales volume of the Company, whether as part of the terms of the Company’s capital stock or by any separate agreement; (q) no amendment to the Company’s organizational documents other than as expressly contemplated by this Agreement; (r) no settlement or compromise of any material claim, notice, audit report or assessment in respect of Taxes; no change in any annual Tax accounting period; no change of any method of Tax accounting; no entrance into any Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement or closing agreement, in each case, the primary subject matter of which is Tax; no surrender of any right to claim a material Tax refund; nor consent to any extension or waiver of the statute of limitations period applicable to any Tax claim or assessment (excluding extensions pursuant to normal course extensions of time to file Tax Returns); and iii. Seller has not: 1. failed to maintain its assets used in the Business in the same condition as on the Balance Sheet Date (ordinary wear and tear excluded); 2. made any change in the rate, timing, vesting, or funding of compensation, commission, bonus, or other direct or indirect remuneration payable or paid, or agreed or orally promised to pay, conditionally s) no commitment (contingent or otherwise, any bonus, incentive, retention, or other compensation, retirement, welfare, fringe or severance benefit, or vacation pay, ) to or in respect of any manager, officer, employee, distributor, or agent of Seller involved in the Business, other than increases in the Ordinary Course in the base wages or salaries of employees of Seller other than officers or managers or as required by any employment Contract; 3. hired or terminated any employee or engaged or terminated any independent contractor involved in the Business other than in the Ordinary Course; 4. Breached or waived any Breach or any material right with respect to any Included Contract; 5. canceled, written off, or compromised any debt or claim or amended, canceled, terminated, relinquished, waived, or released any Included Contract or right, except in the Ordinary Course and which, in the aggregate, are not material to Seller; 6. modified its pricing and purchasing policies and levels with respect to the Business, or entered into, amended, renewed, terminated, or permitted to lapse any Included Contract or transaction with do any of its Affiliates, or paid to or received from any Affiliate of Seller any amount; 7. entered into any prepaid transactions outside of the Ordinary Course or otherwise accelerated revenue recognition or the sales for periods prior to the Closing with respect to in the Business; 8. changed its policies or practices with respect to the payment of accounts payable or other current liabilities or the collection of accounts receivable (including any acceleration or delay or deferral of the payment or collection thereof) or failed to maintain the level and quality of its Inventory, in each case with respect to the Business; 9. amended any of its Governing Documents, or failed to maintain its existence as a limited liability company; 10. adopted any plan of merger, consolidation, reorganization, liquidation, or dissolution, or filed a petition in bankruptcy under any provisions of federal or state bankruptcy Law, or consented to the filing of any bankruptcy petition against it under any similar Law; 11. engaged in any transaction or provided any consideration relating to the release, modification, or diminution of any guarantee, Surety Bond, or other obligation of Seller or any Affiliate thereof with respect to in the Business; 12. failed to pay any of its Liabilities when due (other than vendor liabilities which are paid in the Ordinary Course within 45 to 70 days from invoice date); 13. entered into any compromise or settlement of any Legal Proceeding or any investigation by any Governmental Body, in each case with respect to the Business; 14. failed: (A) to comply with all applicable Laws (including Environmental Permits) in any material respect; (B) to meet all Environmental Requirements; or (C) to hold and maintain in good standing all material Permits (including Environmental Permits) necessary for the conduct of the Business and the ownership of its Purchased Assets; 15. made any filings or registrations with any Governmental Body with respect to the Business, except routine filings and registrations made in the Ordinary Course; 16. written up or down (or failed to write up or down) the value of any Purchased Assets, except in the Ordinary Course, in accordance with GAAP consistently applied; 17. introduced any material change with respect to the Business, including with respect to the products or services it sells, the areas in which such products or services are sold, its methods of manufacturing or distributing its products, the levels of Inventory, equipment, or revenue-earning property that it maintains, its marketing techniques, or its accounting methods; 18. adopted, amended, modified or terminated any Employee Benefit Plan applicable to employees of the Business; or 19. entered into any agreements or commitments to do or perform in the future any actions referred to in this Section 2.8 (or disclosed an intent to do so), or taken or omitted to take any action that would be required to be disclosed in any section of the Disclosure Scheduleforegoing.

Absence of Certain Developments. Except as set forth in Section 2.8 Since the date of the Disclosure Schedule (arranged in subsections corresponding to the subsections set forth below), since the Latest Balance Sheet DateSheet, Seller has conducted the Business not: (1) borrowed or agreed to borrow any amount or incurred or become subject to any material liabilities, except current liabilities incurred in the Ordinary Course and: i. there has not been a Seller Material Adverse Changeordinary course of business and liabilities under contracts entered into in the ordinary course of business; ii. there has (2) discharged or satisfied, or agreed to discharge or satisfy, any material lien or encumbrance or paid any material liability, other than current liabilities paid in the ordinary course of business; (3) mortgaged, pledged or subjected to any lien, charge or any other encumbrance, any portion of the Purchased Assets, except liens for current property taxes not been yet due and payable; (4) sold, assigned or transferred, or agreed to do so, any of the Purchased Assets, except in the ordinary course of business or canceled without fair consideration any material debts or claims owing to or held by it; (5) sold, assigned, transferred, abandoned or permitted to lapse any patents, trademarks, trade names, copyrights, trade secrets or other intangible assets, or disclosed any material proprietary confidential information to any person; (6) made or granted, or agreed to make or grant, any bonus or any wage or salary increase to any employee or group of employees or made or granted any increase in any employee benefit plan or arrangement (except in accordance with past custom and practice), or amended or terminated, or agreed to terminate or amend, any existing employee benefit plan or arrangement or adopted any new employee benefit plan or arrangement; (7) made, or agreed to make, any capital expenditures or capital commitments therefor that aggregate in excess of $10,000 without Purchaser's prior written approval; (8) made, or agreed to make, any loans or advances to, or guarantees for the benefit of, any persons; (9) suffered any extraordinary losses or waived any rights of material value with respect to the Purchased Assets or the Assumed Liabilities, whether or not in the ordinary course of business or consistent with past practice; (10) entered into, or agreed to enter into, any other transaction other than in the ordinary course of business; (11) made, or agreed to make, any charitable contributions or pledges other than in accordance with past practices and in excess of $5,000 in the aggregate; (12) suffered any damage, destruction or losscasualty loss to the Purchased Assets, whether or not covered by insurance, with respect to ; (13) made any purchase commitment of services or goods in excess of the property then current market price therefor or upon terms and assets of Seller used conditions more onerous than those usual and customary in the Business of more than $25,000 for any single loss or $125,000 the aggregate for any related lossesindustry, or any failure to maintain insurance policies unmodified and without interruption; and iii. Seller has not: 1. failed to maintain its assets used in the Business in the same condition as on the Balance Sheet Date (ordinary wear and tear excluded); 2. made any change in its selling, pricing, advertising or personnel practice inconsistent with its prior practice and prudent business practices prevailing in the rate, timing, vesting, or funding of compensation, commission, bonus, or other direct or indirect remuneration payable or paidindustry; or (14) made, or agreed or orally promised to pay, conditionally or otherwisemake, any bonus, incentive, retention, declaration or payment to its stockholder of any non-cash dividend or other compensation, retirement, welfare, fringe or severance benefit, or vacation pay, to or non-cash distribution in respect of any manager, officer, employee, distributor, or agent of Seller involved in the Business, other than increases in the Ordinary Course in the base wages or salaries of employees of Seller other than officers or managers or as required by any employment Contract; 3. hired or terminated any employee or engaged or terminated any independent contractor involved in the Business other than in the Ordinary Course; 4. Breached or waived any Breach or any material right with respect to any Included Contract; 5. canceled, written off, or compromised any debt or claim or amended, canceled, terminated, relinquished, waived, or released any Included Contract or right, except in the Ordinary Course and which, in the aggregate, are not material to Seller; 6. modified its pricing and purchasing policies and levels with respect to the Business, or entered into, amended, renewed, terminated, or permitted to lapse any Included Contract or transaction with any of its Affiliates, or paid to or received from any Affiliate of Seller any amount; 7. entered into any prepaid transactions outside of the Ordinary Course or otherwise accelerated revenue recognition or the sales for periods prior to the Closing with respect to in the Business; 8. changed its policies or practices with respect to the payment of accounts payable or other current liabilities or the collection of accounts receivable (including any acceleration or delay or deferral of the payment or collection thereof) or failed to maintain the level and quality of its Inventory, in each case with respect to the Business; 9. amended any of its Governing Documents, or failed to maintain its existence as a limited liability company; 10. adopted any plan of merger, consolidation, reorganization, liquidation, or dissolution, or filed a petition in bankruptcy under any provisions of federal or state bankruptcy Law, or consented to the filing of any bankruptcy petition against it under any similar Law; 11. engaged in any transaction or provided any consideration relating to the release, modification, or diminution of any guarantee, Surety Bond, or other obligation of Seller or any Affiliate thereof with respect to in the Business; 12. failed to pay any of its Liabilities when due (other than vendor liabilities which are paid in the Ordinary Course within 45 to 70 days from invoice date); 13. entered into any compromise or settlement of any Legal Proceeding or any investigation by any Governmental Body, in each case with respect to the Business; 14. failed: (A) to comply with all applicable Laws (including Environmental Permits) in any material respect; (B) to meet all Environmental Requirements; or (C) to hold and maintain in good standing all material Permits (including Environmental Permits) necessary for the conduct of the Business and the ownership of its Purchased Assets; 15. made any filings or registrations with any Governmental Body with respect to the Business, except routine filings and registrations made in the Ordinary Course; 16. written up or down (or failed to write up or down) the value of any Purchased Assets, except in the Ordinary Course, in accordance with GAAP consistently applied; 17. introduced any material change with respect to the Business, including with respect to the products or services it sells, the areas in which such products or services are sold, its methods of manufacturing or distributing its products, the levels of Inventory, equipment, or revenue-earning property that it maintains, its marketing techniques, or its accounting methods; 18. adopted, amended, modified or terminated any Employee Benefit Plan applicable to employees of the Business; or 19. entered into any agreements or commitments to do or perform in the future any actions referred to in this Section 2.8 (or disclosed an intent to do so), or taken or omitted to take any action that would be required to be disclosed in any section of the Disclosure Schedulestock.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth in on Section 2.8 3.07 of the Company Disclosure Schedule (arranged in subsections corresponding to the subsections set forth below)Letter, since the date of the Latest Balance Sheet Datethrough the date of this Agreement, Seller has conducted none of the Business in the Ordinary Course andCompany Entities have: i. there has not been a Seller Material Adverse Change(a) subjected any of its material properties or assets to any Lien, except for Permitted Liens; ii. there has not been (b) settled or otherwise compromised any damageAction or threatened Action for an amount in excess of $250,000; (c) acquired any Person, destruction by merger or lossconsolidation or by purchase of assets or equity interests in a single transaction or series of transactions at a cost to any Company Entity in excess of $1,000,000; (d) declared, whether set aside or not covered by insurance, made any payment or distribution of property to the Company’s equityholders with respect to the property and assets of Seller used in the Business of more such equityholder’s Equity Securities (other than $25,000 for any single loss or $125,000 the aggregate for any related lossestax distributions), or purchased, redeemed or otherwise acquired any failure to maintain insurance policies unmodified and without interruption; and iii. Seller has not: 1. failed to maintain its assets used in the Business in the same condition as on the Balance Sheet Date Equity Securities (ordinary wear and tear excludedother than of wholly-owned subsidiaries); 2. made (e) sold, assigned, leased, licensed or otherwise transferred any change of its material tangible assets, except in the rateordinary course of business for fair value; (f) sold, timingtransferred, vestingassigned, or funding of compensation, commission, bonuslicensed to a third party, or other direct abandoned or indirect remuneration payable permitted to lapse or paid, or agreed or orally promised to pay, conditionally or otherwise, expire any bonus, incentive, retention, or other compensation, retirement, welfare, fringe or severance benefit, or vacation pay, to or in respect of any manager, officer, employee, distributor, or agent of Seller involved in the Business, other than increases in the Ordinary Course in the base wages or salaries of employees of Seller other than officers or managers or as required material Intellectual Property Rights owned by any employment Contract; 3. hired or terminated any employee or engaged or terminated any independent contractor involved in the Business a Company Entity (other than in the Ordinary Courseordinary course of business); 4. Breached (g) modified in any respect its cash management practices, including any delay or waived any Breach or any material right with respect to any Included Contract; 5. canceled, written off, or compromised any debt or claim or amended, canceled, terminated, relinquished, waived, or released any Included Contract or right, except in the Ordinary Course and which, in the aggregate, are not material to Seller; 6. modified its pricing and purchasing policies and levels with respect to the Business, or entered into, amended, renewed, terminated, or permitted to lapse any Included Contract or transaction with any postponement of its Affiliates, or paid to or received from any Affiliate of Seller any amount; 7. entered into any prepaid transactions outside of the Ordinary Course or otherwise accelerated revenue recognition or the sales for periods prior to the Closing with respect to in the Business; 8. changed its policies or practices with respect to the payment of any accounts payable or any other current liabilities liability or obligation, any agreement with any party to extend the payment date of any accounts payable or expenses, salaries, bonuses, or any other liability or obligation, or otherwise engaging in any activity the purpose or intent of which is to accelerate to earlier periods the collection of accounts or notes receivable that otherwise would be expected to occur in subsequent periods; (including h) except for actions taken in the ordinary course of business or pursuant to the terms of any acceleration Employee Benefit Plan or delay applicable Law, established, amended, terminated or deferral adopted any material Employee Benefit Plan (or any plan, policy, program, contract, agreement or arrangement that would constitute a material Employee Benefit Plan if it were in existence on the date hereof); (i) canceled, compromised, waived or released any right or claim in excess of $500,000; (j) changed any annual accounting period, adopted or changed any method of accounting or accounting policies or principles theretofore adopted or followed, except as required by GAAP or applicable Law and reflected in a note to the Financial Statements; (k) made capital expenditures or commitments therefor that deviate from the annual capital expenditures budget for the Company Entities by more than $250,000 in the aggregate; (l) made any loans or advances to, guarantees for the benefit of or any Investments in any Person, other than advances to any employee of the Company Entities in the ordinary course of business and not in excess of $100,000 individually or $250,000 in the aggregate; (m) made any charitable contributions in excess of $100,000 in the aggregate or made any political contributions; (n) made, changed or revoked any Tax election other than in the ordinary course, adopted, changed any tax accounting method or accounting period, filed any amended Tax Return, entered into any Tax closing agreement, or settled any Tax claim or assessment relating to any Company Entity; (o) (i) increased the compensation or benefits payable to any current or former of its directors, managers, officers, individual service providers or any other employees, except (A) as may be required under existing employment agreements or Employee Benefit Plans, or applicable Law or (B) in connection with general merit based increases as have been approved by any Company Entities prior to the date hereof, (ii) hired any new employees or engaged any new individual independent contractors at an annual base salary or fee (as applicable) in excess of $150,000, (iii) taken any action to cause the acceleration of the payment, funding, right to payment or collection thereofvesting of any compensation or benefits (except pursuant to the terms of any Employee Benefit Plan or applicable Law) or failed (iv) terminated (other than for “cause”) the employment or service of any employee or other individual service provider of any Company Entity with an annual base salary or fee (as applicable) that exceeds $150,000; (p) amended or otherwise modified its Organizational Documents; (q) issued, sold, pledged, transferred, disposed of or otherwise subjected to maintain any Lien (i) any shares of capital stock of the level and quality Company or any of its InventorySubsidiaries, or any options, warrants, convertible securities or other rights of any kind to acquire any such shares, or any other equity or ownership interest in each case the Company or any of its Subsidiaries or (ii) any material properties or assets of the Company or any of its Subsidiaries, other than sales or transfers of inventory in the ordinary course of business consistent with past practice; (r) reclassified, combined, split, subdivided or redeemed, or purchased or otherwise acquired, directly or indirectly, any of its capital stock or other equity or ownership interest, or make any other change with respect to the Businessits capital structure; 9. amended any of its Governing Documents, or failed to maintain its existence as (s) adopted a limited liability company; 10. adopted any plan of complete or partial liquidation, dissolution, merger, consolidation, reorganizationrestructuring, liquidationrecapitalization or other reorganization of the Company or any of its Subsidiaries, or dissolutionotherwise alter the Company’s or a Subsidiary’s corporate structure; (t) waived or materially amended or modified any Material Contract, or filed a petition in bankruptcy under any provisions of federal or state bankruptcy Lawwaived, or consented to materially amended or modified any Company Entity’s rights thereunder; (u) entered into any lease of real or personal property or any renewals thereof involving a term of more than one year or rental obligation exceeding $250,000 per year in any single case; (v) permitted the filing lapse of any bankruptcy petition against it under any similar Law; 11. engaged in any transaction or provided any consideration existing policy of insurance relating to the releasebusiness or assets of the Company Entities, modification, or diminution of any guarantee, Surety Bond, or other obligation of Seller or any Affiliate thereof with respect to than in the Business; 12. failed to pay any ordinary course of its Liabilities when due (other than vendor liabilities which are paid in the Ordinary Course within 45 to 70 days from invoice date); 13. entered into any compromise or settlement of any Legal Proceeding or any investigation by any Governmental Body, in each case with respect to the Business; 14. failed: (A) to comply with all applicable Laws (including Environmental Permits) in any material respect; (B) to meet all Environmental Requirements; or (C) to hold and maintain in good standing all material Permits (including Environmental Permits) necessary for the conduct of the Business and the ownership of its Purchased Assets; 15. made any filings or registrations with any Governmental Body with respect to the Business, except routine filings and registrations made in the Ordinary Course; 16. written up or down (or failed to write up or down) the value of any Purchased Assets, except in the Ordinary Course, in accordance with GAAP consistently applied; 17. introduced any material change with respect to the Business, including with respect to the products or services it sells, the areas in which such products or services are sold, its methods of manufacturing or distributing its products, the levels of Inventory, equipment, or revenue-earning property that it maintains, its marketing techniques, or its accounting methods; 18. adopted, amended, modified or terminated any Employee Benefit Plan applicable to employees of the Businessbusiness; or 19. entered into any agreements (w) announced publicly an intention, agreed, whether orally or commitments in writing or via formal or informal agreement, or otherwise made a commitment, to do or perform in the future any actions referred to in this Section 2.8 (or disclosed an intent to do so), or taken or omitted to take any action that would be required to be disclosed in any section of the Disclosure Scheduleforegoing.

Absence of Certain Developments. Except as expressly contemplated by ------------------------------- this Agreement or as set forth in Section 2.8 of on the Disclosure Schedule (arranged in subsections corresponding to the subsections set forth below)attached Developments Schedule, since the --------------------- date of the Latest Balance Sheet DateSheet, Seller Zecal has conducted not: (a) mortgaged, pledged or encumbered any Purchased Assets (including, without limitation, any Intellectual Property Rights) or subjected any of them to any Lien, except for any Permitted Liens; (b) sold, leased, assigned, licensed or transferred (including, without limitation, transfers to stockholders or any employees or Affiliates of any of the Business HTI Companies) any of the Purchased Assets (including, without limitation, any Intellectual Property Rights) except in the Ordinary Course and: i. there has not been a Seller Material Adverse Changeordinary course of its business or canceled any material debts or claims owing to or held by it; ii. there has not been (c) disclosed any material proprietary confidential information to any Person or abandoned or permitted to lapse any Intellectual Property Rights or other intangible asset; (d) made capital expenditures or commitments that aggregate in excess of $25,000; (e) suffered any damage, destruction or losscasualty loss exceeding in the aggregate $25,000 to tangible assets constituting part of the Purchased Assets, whether or not covered by insurance, with respect to the property and assets of Seller used in the Business of more than $25,000 for any single loss or $125,000 the aggregate for any related losses, or any failure to maintain insurance policies unmodified and without interruption; and iii. Seller has not: 1. failed to maintain its assets used in the Business in the same condition as on the Balance Sheet Date (ordinary wear and tear excluded); 2. (f) made any change in the rate, timing, vestingany method of accounting or accounting policies; (g) entered into any written or oral employment or consulting contract (other than any contract for employment at will) or made or granted any increase in any employee benefit plan or arrangement, or funding of compensationamended or terminated any existing employee benefit plan, commission, bonus, incentive arrangement or other direct benefit covering any of the employees of Zecal or indirect remuneration payable or paidadopted any new employee benefit plan, or agreed or orally promised to pay, conditionally or otherwise, any bonus, incentive, retention, incentive arrangement or other compensationbenefit covering any of the employees of Zecal or, retirementexcept in the ordinary course of business consistent with past custom and practice, welfarechanged the employment terms for any employee or agent or made or granted any bonus or any wage, fringe salary or severance benefit, or vacation pay, compensation increase to or in respect of any managerdirector, officer, employeeemployee or sales representative, distributor, or agent of Seller involved in the Business, other than increases in the Ordinary Course in the base wages or salaries group of employees of Seller other than officers or managers or as required by any employment Contractconsultant; 3. hired (h) entered into any contract, agreement or terminated arrangement out of the ordinary course of business or prohibiting or restricting it from freely engaging in any employee business or engaged otherwise restricting the conduct of its business; (i) bought or terminated sold any independent contractor involved in the Business assets (tangible or intangible) other than in the Ordinary Courseordinary course of business consistent with past practice; 4. Breached or waived (j) entered into any Breach or any material right with respect to any Included Contract; 5. canceledother transaction, written off, or compromised any debt or claim or amended, canceled, terminated, relinquished, waived, or released any Included Contract or right, except other than in the Ordinary Course and which, in the aggregate, are not material to Seller; 6. modified its pricing and purchasing policies and levels with respect to the Businessordinary course of business, or entered intointo any other material transaction, amended, renewed, terminated, whether or permitted to lapse not in the ordinary course of business or materially changed any Included Contract or transaction with any of its Affiliates, or paid to or received from any Affiliate of Seller any amountbusiness practice; 7. entered into (k) made or resolved to make any prepaid transactions outside distribution of the Ordinary Course or otherwise accelerated revenue recognition or the sales for periods prior to the Closing with respect to in the Business; 8. changed its policies or practices with respect to the payment of accounts payable or other current liabilities or the collection of accounts receivable (including any acceleration or delay or deferral of the payment or collection thereof) or failed to maintain the level and quality of its Inventory, in each case with respect to the Business; 9. amended any of its Governing Documents, or failed to maintain its existence as a limited liability company; 10. adopted any plan of merger, consolidation, reorganization, liquidation, or dissolution, or filed a petition in bankruptcy under any provisions of federal or state bankruptcy Law, or consented to the filing of any bankruptcy petition against it under any similar Law; 11. engaged in any transaction or provided any consideration relating to the release, modification, or diminution of any guarantee, Surety Bond, or other obligation of Seller all or any Affiliate thereof with respect to in the Business; 12. failed to pay any portion of its Liabilities when due (other than vendor liabilities which are paid in the Ordinary Course within 45 to 70 days from invoice date); 13. entered into any compromise or settlement of any Legal Proceeding or any investigation by any Governmental Body, in each case with respect to the Business; 14. failed: (A) to comply with all applicable Laws (including Environmental Permits) in any material respect; (B) to meet all Environmental Requirements; or (C) to hold and maintain in good standing all material Permits (including Environmental Permits) necessary for the conduct of the Business and the ownership of its Purchased Assets; 15. made any filings or registrations with any Governmental Body with respect to the Business, except routine filings and registrations made in the Ordinary Course; 16. written up or down (or failed to write up or down) the value of any Purchased Assets, except in the Ordinary Course, in accordance with GAAP consistently applied; 17. introduced any material change with respect to the Business, including with respect to the products or services it sells, the areas in which such products or services are sold, its methods of manufacturing or distributing its products, the levels of Inventory, equipment, or revenue-earning property that it maintains, its marketing techniques, or its accounting methods; 18. adopted, amended, modified or terminated any Employee Benefit Plan applicable to employees of the BusinessZecal's capital stock; or 19. entered into any agreements (l) agreed, whether orally or commitments in writing, to do or perform in the future any actions referred to in this Section 2.8 (or disclosed an intent to do so), or taken or omitted to take any action that would be required to be disclosed in any section of the Disclosure Scheduleforegoing.

Absence of Certain Developments. Except as set forth in Section 2.8 of the Disclosure Schedule Since January 1, 2013, (arranged in subsections corresponding to the subsections set forth below), since the Balance Sheet Date, Seller has conducted the Business in the Ordinary Course and: i. there has not been a Seller Material Adverse Change; ii. x) there has not been any damageevent, destruction change, occurrence or loss, whether circumstance that has had or would reasonably be expected to have a Material Adverse Effect and (y) the Company has not covered by insurance, with respect to the property and assets of Seller used conducted its business other than in the Business ordinary course of more than $25,000 for any single loss or $125,000 business consistent with past practices, except as set forth on Schedule 4.06. Without limiting the aggregate for any related lossesgenerality of the foregoing, or any failure to maintain insurance policies unmodified and without interruption; and iii. Seller except as set forth on Schedule 4.06, since January 1, 2013, the Company has not: 1. failed (a) amended or modified its articles of organization or limited liability company operating agreement; (b) subjected any material portion of its properties or assets to maintain any Lien; (c) sold, assigned, licensed, leased, transferred or otherwise disposed of any material portion of its assets used tangible assets, except for sales of finished goods or inventory in the Business ordinary course of business consistent with past practices; (d) sold, assigned, licensed or transferred any patents, trademarks, trade names, copyrights, trade secrets or other intangible assets or Intellectual Property; (e) made or granted any bonus or any compensation or salary increase to any current (or former) employee whose annual base salary is (or was at the time of his or her termination) in excess of $75,000 (except for annual salary increases in connection with annual performance reviews in the same condition as on the Balance Sheet Date (ordinary wear and tear excludedcourse of business consistent with past practice which do not exceed 5% of such employee’s previous base salary before such increase); 2. made any change in the rate, timing, vesting, or funding of compensation, commission, bonusmade or granted any increase in any employee benefit plan or arrangement, or other direct amended or indirect remuneration payable terminated any existing employee benefit plan or paid, arrangement or agreed severance agreement or orally promised to pay, conditionally employment contract or otherwise, adopted any bonus, incentivenew employee benefit plan or arrangement or severance agreement, retention, change in control, bonus or other compensation, retirement, welfare, fringe deferred compensation agreement or severance benefit, or vacation pay, to or in respect of employment contract; (f) entered into any manager, officer, employee, distributor, or agent of Seller involved in the Business, Material Contract other than increases in the Ordinary Course in the base wages those listed on Schedule 4.11 or salaries of employees of Seller other than officers or managers or as required by any employment Contract; 3. hired or terminated any employee or engaged or terminated any independent contractor involved in the Business other than in the Ordinary Course; 4. Breached accelerated, terminated, modified, canceled or waived any Breach or any material right with respect to any Included Material Contract; 5. canceled(g) made any election pursuant to Treasury Regulation Section 301.7701-3(c) (or any analogous provision of state or local income Tax Law); (h) experienced any damage, written offdestruction or loss (whether or not covered by insurance) involving individually or in the aggregate at least $25,000 of its assets or properties; (i) made any capital expenditure or series of related capital expenditures, or entered into any commitment for capital expenditures or series of related capital expenditures involving more than $25,000 individually, or more than $50,000 in the aggregate; (j) incurred, assumed or guaranteed any Indebtedness; (k) canceled or compromised any debt or claim or amended, canceled, terminated, relinquished, waived, waived or released any Included Contract or right, except in material right of the Ordinary Course and which, in the aggregate, are not material to SellerCompany; 6. modified its pricing and purchasing policies and levels with respect to the Business, (l) incurred any obligation or entered into, amended, renewed, terminated, or permitted to lapse any Included Contract or transaction with any of its Affiliates, or paid to or received from any Affiliate of Seller any amount; 7. entered into any prepaid transactions outside Contract which either (i) required a payment of the Ordinary Course in excess of $50,000 or otherwise accelerated revenue recognition or the sales for periods prior to the Closing with respect to (ii) has a term that requires performance over a period in the Businessexcess of one year; 8. changed its policies (m) merged, consolidated or practices made any capital investment into or with respect to the payment any other Person or acquired or combined with (by merger, consolidation, acquisition of accounts payable securities or assets or otherwise) any corporation, partnership or other current liabilities business organization or the collection division or any material assets of accounts receivable (including any acceleration other Person or delay or deferral of the payment or collection thereof) or failed to maintain the level and quality of its Inventory, in each case with respect to the Business; 9. amended any of its Governing Documents, or failed to maintain its existence as a limited liability company; 10. adopted any plan of merger, consolidation, reorganization, complete or partial liquidation, or dissolution, restructuring, recapitalization or filed a petition other reorganization of the Company; (n) commenced or entered into any settlement or release with respect to any Action; (o) made any change in bankruptcy under any provisions method of federal accounting or state bankruptcy Lawaccounting practice of the Company, except as required by GAAP or consented to the filing of any bankruptcy petition against it under any similar applicable Law; 11. engaged in (p) made any transaction sale or provided any consideration relating to the release, modification, or diminution other disposition of any guaranteeof the assets reflected in the Financial Statements, Surety Bondexcept for sales of inventory or disposition of damaged or obsolete assets in the ordinary course of business consistent with past practices; (q) made any acquisition or purchase or disposition of any material assets, or other obligation of Seller business or any Affiliate thereof with respect to in the Business; 12. failed to pay any of its Liabilities when due (other than vendor liabilities which are paid in the Ordinary Course within 45 to 70 days from invoice date); 13. entered into any compromise or settlement of any Legal Proceeding or any investigation by any Governmental Body, in each case with respect to the Business; 14. failed: (A) to comply with all applicable Laws (including Environmental Permits) in any material respect; (B) to meet all Environmental Requirements; or (C) to hold and maintain in good standing all material Permits (including Environmental Permits) necessary for the conduct of the Business and the ownership of its Purchased Assets; 15. made any filings or registrations with any Governmental Body with respect to the Business, except routine filings and registrations made in the Ordinary Course; 16. written up or down (or failed to write up or down) the value of any Purchased Assets, except in the Ordinary Course, in accordance with GAAP consistently applied; 17. introduced any material change with respect to the Business, including with respect to the products or services it sells, the areas in which such products or services are sold, its methods of manufacturing or distributing its products, the levels of Inventory, equipment, or revenue-earning property that it maintains, its marketing techniques, or its accounting methods; 18. adopted, amended, modified or terminated any Employee Benefit Plan applicable to employees of the Businessproduct line; or 19. entered into any agreements or commitments (r) committed to do or perform in the future any actions referred to in this Section 2.8 (or disclosed an intent to do so), or taken or omitted to take any action that would be required to be disclosed in any section of the Disclosure Scheduleforegoing.

Absence of Certain Developments. Except as set forth in Section 2.8 of Since January 1, 2023, (i) the Disclosure Schedule (arranged in subsections corresponding to the subsections set forth below), since the Balance Sheet Date, Seller Company has conducted the Business its business in the Ordinary Course and: i. there has not been a Seller Material Adverse Change; ordinary course of business consistent with past practices; and (ii. ) there has not been any event, change, occurrence or circumstance that has had, or is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect. Except as contemplated by this Agreement or as set forth on Schedule 4.8, since the date of the Interim Financial Statements or as disclosed to the Purchaser, the Company has not: (a) incurred any Debt other than trade accounts payable accrued in the ordinary course of business consistent with past practice; (b) changed any accounting principles, methods or practices, or the manner in which it keeps its books and records, or its practices with regard to the booking of sales, receivables, payables or accrued expenses or materially altered its payment or collection practices; (c) (A) granted any severance, continuation or termination pay to any director, officer, partner or employee of the Company; (B) entered into any employment, consulting, deferred compensation or other similar agreement (or any amendment to any such existing agreement) with any director, officer, partner or employee of the Company; (C) increased, amended, or changed compensation, bonus or other benefits payable or potentially payable to current or former directors, officers, partners or employees of the Company; (D) adopted any new or changed the terms of any existing bonus, pension, insurance, health or other benefit plan in which any employee of the Company participates; or (E) represented to any employee of the Company or former employee of the Company that the Company, the Purchaser or any other Person would continue to maintain or implement any benefit or would continue to employ such employee after the Closing Date; (d) suffered any damage, destruction or loss, loss (whether or not covered by insurance) to any of its material properties (or a material amount of any properties) or material assets (or a material amount of any assets) or disposed of any material assets (or a material amount of any assets) other than inventory in the ordinary course of business consistent with past practices; (e) made any declaration, setting aside or payment of any dividend or other distribution with respect to to, or any repurchase, redemption or other acquisition of, any of the property and Interests or other equity interests; (f) purchased, leased or otherwise acquired (whether by merger, consolidation, or other business combination, purchase of securities, purchase of assets or otherwise) any material portion of the business or assets of Seller used any other Person; (g) made, changed or revoked any Tax election, elected or changed any method of accounting for Tax purposes, settled any Legal Proceeding in the Business respect of Taxes or entered into any Contract in respect of Taxes with any Governmental Body; (h) terminated or closed any facility, business or operation; (i) cancelled, waived or compromised any Debt, right or claim having a value of more than $25,000 for 50,000 (individually) or an aggregate value in excess of $100,000; (j) sold, assigned, transferred or granted any single loss rights to any Intellectual Property, entered into any settlement regarding the breach or $125,000 the aggregate for infringement of any related lossesIntellectual Property, or taken any failure action (or, to maintain insurance policies unmodified and without interruption; and iii. Seller has not: 1. the Seller’s Knowledge, failed to maintain take any action) that has resulted in, or would reasonably be likely to result in, the loss, lapse, abandonment, invalidity or enforceability of any of its assets used in the Business in the same condition as on the Balance Sheet Date (ordinary wear and tear excluded)Intellectual Property; 2. (k) made any change capital expenditures or capital additions or betterments in excess of an aggregate of $100,000; (l) made any purchase commitment outside the rate, timing, vestingordinary course of business consistent with past practices, or funding of compensation, commission, bonus, or other direct or indirect remuneration payable or paid, or agreed or orally promised made any advances to pay, conditionally or otherwise, any bonus, incentive, retention, or other compensation, retirement, welfare, fringe or severance benefit, or vacation pay, to or in respect of any manager, officer, employee, distributor, or agent of Seller involved in the BusinessPerson, other than increases to employees in the Ordinary Course in the base wages or salaries ordinary course of employees of Seller other than officers or managers or as required by any employment Contract; 3. hired or terminated any employee or engaged or terminated any independent contractor involved in the Business other than in the Ordinary Course; 4. Breached or waived any Breach or any material right business consistent with respect to any Included Contract; 5. canceled, written off, or compromised any debt or claim or amended, canceled, terminated, relinquished, waived, or released any Included Contract or right, except in the Ordinary Course and which, in the aggregate, are not material to Seller; 6. modified its pricing and purchasing policies and levels with respect to the Business, or entered into, amended, renewed, terminated, or permitted to lapse any Included Contract or transaction with any of its Affiliates, or paid to or received from any Affiliate of Seller any amount; 7. entered into any prepaid transactions outside of the Ordinary Course or otherwise accelerated revenue recognition or the sales for periods prior to the Closing with respect to in the Business; 8. changed its policies or practices with respect to the payment of accounts payable or other current liabilities or the collection of accounts receivable (including any acceleration or delay or deferral of the payment or collection thereof) or failed to maintain the level and quality of its Inventory, in each case with respect to the Business; 9. amended any of its Governing Documents, or failed to maintain its existence as a limited liability company; 10. adopted any plan of merger, consolidation, reorganization, liquidation, or dissolution, or filed a petition in bankruptcy under any provisions of federal or state bankruptcy Law, or consented to the filing of any bankruptcy petition against it under any similar Law; 11. engaged in any transaction or provided any consideration relating to the release, modification, or diminution of any guarantee, Surety Bond, or other obligation of Seller or any Affiliate thereof with respect to in the Business; 12. failed to pay any of its Liabilities when due (other than vendor liabilities which are paid in the Ordinary Course within 45 to 70 days from invoice date); 13. entered into any compromise or settlement of any Legal Proceeding or any investigation by any Governmental Body, in each case with respect to the Business; 14. failed: (A) to comply with all applicable Laws (including Environmental Permits) in any material respect; (B) to meet all Environmental Requirements; or (C) to hold and maintain in good standing all material Permits (including Environmental Permits) necessary for the conduct of the Business and the ownership of its Purchased Assets; 15. made any filings or registrations with any Governmental Body with respect to the Business, except routine filings and registrations made in the Ordinary Course; 16. written up or down (or failed to write up or down) the value of any Purchased Assets, except in the Ordinary Course, in accordance with GAAP consistently applied; 17. introduced any material change with respect to the Business, including with respect to the products or services it sells, the areas in which such products or services are sold, its methods of manufacturing or distributing its products, the levels of Inventory, equipment, or revenue-earning property that it maintains, its marketing techniques, or its accounting methods; 18. adopted, amended, modified or terminated any Employee Benefit Plan applicable to employees of the Businesspast practices; or 19. entered into any agreements (m) committed or commitments agreed to do or perform in the future any actions referred to in this Section 2.8 (or disclosed an intent to do so), or taken or omitted to take any action that would be required to be disclosed in any section of the Disclosure Scheduleforegoing.

Absence of Certain Developments. Except Since December 31, 2015 and except as set forth on Schedule 4.7,there has not been any Material Adverse Effect on the Company and, no event has occurred or circumstances exist that are reasonably expected to result in Section 2.8 of the Disclosure Schedule (arranged in subsections corresponding to the subsections such a Material Adverse Effect. Except as expressly contemplated by this Agreement or as set forth below)on Schedule 4.7, since December 31, 2015, the Balance Sheet Date, Seller Company has conducted the Business only in the Ordinary Course and: i. ordinary course of business and there has not been a Seller Material Adverse Changeany: (a) amendment to the articles of association or other organizational documents of the Company; ii. there has not been (b) except in the ordinary course of business, payment or increase of any damagebonuses, salaries or other compensation (including severance) to any shareholder, manager, director, officer, Employee, Affiliate or agent of the Company; (c) adoption of, amendment to or increase in the payments to or benefits under (including by way of acceleration or waiving of any vesting or performance criteria), any Benefit Plan or execution of or amendment to any collective bargaining agreement; (d) damage to or destruction or loss, loss in excess of $25,000 to any of its assets or properties (whether or not covered by insurance, with respect to the property and assets of Seller used in the Business of more than $25,000 for any single loss or $125,000 the aggregate for any related losses, or any failure to maintain insurance policies unmodified and without interruption; and iii. Seller has not: 1. failed to maintain its assets used in the Business in the same condition as on the Balance Sheet Date (ordinary wear and tear excluded); 2. made any change in the rate, timing, vesting, or funding of compensation, commission, bonus, or other direct or indirect remuneration payable or paid, or agreed or orally promised to pay, conditionally or otherwise, any bonus, incentive, retention, or other compensation, retirement, welfare, fringe or severance benefit, or vacation pay, to or in respect of any manager, officer, employee, distributor, or agent of Seller involved in the Business, other than increases in the Ordinary Course in the base wages or salaries of employees of Seller other than officers or managers or as required by any employment Contract; 3. hired or terminated any employee or engaged or terminated any independent contractor involved in the Business other than in the Ordinary Course; 4. Breached or waived any Breach or any material right with respect to any Included Contract; 5. canceled, written off, or compromised any debt or claim or amended, canceled, terminated, relinquished, waived, or released any Included Contract or right, except in the Ordinary Course and which, in the aggregate, are not material to Seller; 6. modified its pricing and purchasing policies and levels with respect to the Business, or entered into, amended, renewed, terminated, or permitted to lapse any Included Contract or transaction with any of its Affiliates, or paid to or received from any Affiliate of Seller any amount; 7. entered into any prepaid transactions outside of the Ordinary Course or otherwise accelerated revenue recognition or the sales for periods prior to the Closing with respect to in the Business; 8. changed its policies or practices with respect to the payment of accounts payable or other current liabilities or the collection of accounts receivable (including any acceleration or delay or deferral of the payment or collection thereofe) or failed to maintain the level and quality of its Inventory, in each case with respect to the Business; 9. amended any of its Governing Documents, or failed to maintain its existence as a limited liability company; 10. adopted any plan of merger, consolidation, reorganization, liquidation, or dissolution, or filed a petition in bankruptcy under any provisions of federal or state bankruptcy Law, or consented to the filing of any bankruptcy petition against it under any similar Law; 11. engaged in any transaction or provided any consideration relating to the release, modification, or diminution of any guarantee, Surety Bond, or other obligation of Seller or any Affiliate thereof with respect to in the Business; 12. failed to pay any of its Liabilities when due sale (other than vendor liabilities which are paid sales of inventories in the Ordinary Course within 45 to 70 days from invoice dateordinary course of business); 13. entered into any compromise , lease or settlement other disposition of any Legal Proceeding asset of the Company or the creation of any investigation by Lien on any Governmental Body, in each case with respect to the Business; 14. failed: asset except sales or leases of (A) to comply with all applicable Laws (including Environmental Permits) tangible personal property of under $5,000 in any material respect; (B) to meet all Environmental Requirements; value or (C) to hold and maintain inventory that is obsolete or no longer used or useful in good standing all material Permits (including Environmental Permits) necessary for the conduct of the Business and business or (B) finished goods in the ownership ordinary course of its Purchased Assetsbusiness; 15. (f) loans made to or transactions with or on behalf of any filings Employee, officer, manager, director, member or registrations Affiliate of the Company; (g) Contract executed in connection with any Governmental Body with respect to the Businessstrategic alliance, except routine filings and registrations made in the Ordinary Coursejoint marketing initiative, joint development agreement, joint venture or acquisition; 16. written up (h) except as may be required by applicable Law or down Israeli accounting principles, change by the Company in accounting or Tax reporting principles, methods or policies; (i) election or failed rescission of an election by the Company relating to write up Taxes, settlement or down) the value compromise of any Purchased AssetsProceeding, except in the Ordinary Course, in accordance with GAAP consistently appliedarbitration or controversy relating to Taxes; 17. introduced any material change with respect to the Business, including with respect to the products (j) incurrence of a single capital expenditure or services it sells, the areas commitment therefor in which such products or services are sold, its methods excess of manufacturing or distributing its products, the levels of Inventory, equipment, or revenue-earning property that it maintains, its marketing techniques, or its accounting methods$25,000; 18. adopted, amended, modified or terminated any Employee Benefit Plan applicable (k) conduct related to employees its cash management customs and practices (including the collection of receivables and payment of payables) outside the Businessordinary course of business; or 19. (l) Contract entered into any agreements or commitments by the Company to do or perform in the future any actions referred to in this Section 2.8 (or disclosed an intent to do so), or taken or omitted to take any action that would be required to be disclosed in any section of the Disclosure Scheduleforegoing.

Absence of Certain Developments. Except as set forth in Section 2.8 of the Disclosure "Developments Schedule" attached hereto as Schedule (arranged in subsections corresponding to the subsections set forth below)3.7 or as otherwise contemplated hereby, since the date of the Latest Balance Sheet DateSheet, Seller has conducted the Business in the Ordinary Course and: i. there has not been a Seller Material Adverse Change; ii. there has not been any damage, destruction or loss, whether or not covered by insurance, with respect to the property and assets of Seller used in the Business of more than $25,000 for any single loss or $125,000 the aggregate for any related losses, or any failure to maintain insurance policies unmodified and without interruption; and iii. Seller has not: 1. failed (a) borrowed or agreed to maintain its assets used borrow any amount or incurred or become subject to any material liabilities, except current liabilities incurred in the Business ordinary course of business and liabilities under contracts entered into in the same condition as on the Balance Sheet Date (ordinary wear and tear excluded)course of business; 2. made any change in the rate, timing, vesting, (b) discharged or funding of compensation, commission, bonus, or other direct or indirect remuneration payable or paidsatisfied, or agreed to discharge or orally promised to pay, conditionally or otherwisesatisfy, any bonus, incentive, retention, material lien or other compensation, retirement, welfare, fringe encumbrance or severance benefit, or vacation pay, to or in respect of paid any manager, officer, employee, distributor, or agent of Seller involved in the Businessmaterial liability, other than increases in the Ordinary Course in the base wages or salaries of employees of Seller other than officers or managers or as required by any employment Contract; 3. hired or terminated any employee or engaged or terminated any independent contractor involved in the Business other than in the Ordinary Course; 4. Breached or waived any Breach or any material right with respect to any Included Contract; 5. canceled, written off, or compromised any debt or claim or amended, canceled, terminated, relinquished, waived, or released any Included Contract or right, except in the Ordinary Course and which, in the aggregate, are not material to Seller; 6. modified its pricing and purchasing policies and levels with respect to the Business, or entered into, amended, renewed, terminated, or permitted to lapse any Included Contract or transaction with any of its Affiliates, or paid to or received from any Affiliate of Seller any amount; 7. entered into any prepaid transactions outside of the Ordinary Course or otherwise accelerated revenue recognition or the sales for periods prior to the Closing with respect to in the Business; 8. changed its policies or practices with respect to the payment of accounts payable or other current liabilities or the collection of accounts receivable (including any acceleration or delay or deferral of the payment or collection thereof) or failed to maintain the level and quality of its Inventory, in each case with respect to the Business; 9. amended any of its Governing Documents, or failed to maintain its existence as a limited liability company; 10. adopted any plan of merger, consolidation, reorganization, liquidation, or dissolution, or filed a petition in bankruptcy under any provisions of federal or state bankruptcy Law, or consented to the filing of any bankruptcy petition against it under any similar Law; 11. engaged in any transaction or provided any consideration relating to the release, modification, or diminution of any guarantee, Surety Bond, or other obligation of Seller or any Affiliate thereof with respect to in the Business; 12. failed to pay any of its Liabilities when due (other than vendor liabilities which are paid in the Ordinary Course within 45 to 70 days from invoice date)ordinary course of business; 13. entered into (c) mortgaged, pledged or subjected to any compromise or settlement of any Legal Proceeding lien, charge or any investigation by other encumbrance, any Governmental Bodyportion of the Purchased Assets, in each case with respect to the Businessexcept liens for current property taxes not yet due and payable; 14. failed: (Ad) sold, assigned or transferred, or agreed to comply with all applicable Laws (including Environmental Permits) in do so, any material respect; (B) to meet all Environmental Requirements; or (C) to hold and maintain in good standing all material Permits (including Environmental Permits) necessary for the conduct of the Business and the ownership of its Purchased Assets; 15. made any filings or registrations with any Governmental Body with respect to the Business, except routine filings and registrations made in the Ordinary Course; 16. written up or down (or failed to write up or down) the value of any Purchased Assets, except in the Ordinary Courseordinary course of business, or canceled without fair consideration any material debts or claims owing to or held by it; (e) sold, assigned, transferred, abandoned or permitted to lapse any patents, trademarks, trade names, copyrights, trade secrets or other intangible assets, or disclosed any material proprietary confidential information to any person; (f) made or granted, or agreed to make or grant, any bonus or any wage or salary increase to any employee or group of employees or made or granted any increase in any employee benefit plan or arrangement (except, in each case, in accordance with GAAP consistently applied; 17. introduced any material change with respect to the Business, including with respect to the products or services it sells, the areas in which such products or services are sold, its methods of manufacturing or distributing its products, the levels of Inventory, equipment, or revenue-earning property that it maintains, its marketing techniques, or its accounting methods; 18. adopted, amended, modified or terminated any Employee Benefit Plan applicable to employees of the Business; or 19. entered into any agreements or commitments to do or perform in the future any actions referred to in this Section 2.8 (or disclosed an intent to do sopast custom and practice), or taken amended or omitted terminated, or agreed to take terminate or amend, any action existing employee benefit plan or arrangement or adopted any new employee benefit plan or arrangement; benefit plan or arrangement; (g) made, or agreed to make, any capital expenditures or commitments therefore that would be required aggregate in excess of $1,000; (h) made, or agreed to be disclosed make, any loans or advances to, or guarantees for the benefit of, any persons; (i) suffered any extraordinary losses or waived any rights of material value, whether or not in the ordinary course of business or consistent with past practice; (j) entered into, or agreed to enter into, any section other material transaction other than in the ordinary course of business; (k) made, or agreed to make, any charitable contributions or pledges; (1) failed to replenish the Seller's supplies in a normal and customary manner consistent with its prior practice and prudent business practices prevailing in the industry, or made any purchase commitment in excess of the Disclosure Schedule.normal, ordinary and usual requirements of its business or at any price in excess of the then current market price or upon terms and conditions more onerous than those usual and customary in the industry, or made any change in its selling, pricing, advertising or personnel practice inconsistent with its prior practice and prudent business practices prevailing in the industry; or

Absence of Certain Developments. Except as set forth in Section 2.8 Since the date of the Disclosure Schedule Latest Balance Sheet, (arranged in subsections corresponding to the subsections set forth below), since the Balance Sheet Date, Seller has conducted the Business in the Ordinary Course and: i. there has not been a Seller Material Adverse Change; ii. x) there has not been any damageevent, destruction change, occurrence or loss, whether circumstance that has had or not covered by insurance, with respect would reasonably be expected to have a Material Adverse Effect and (y) the property and assets of Seller used Company has only conducted its business in the Business ordinary course of more than $25,000 for any single loss or $125,000 business consistent with past practices, except as set forth on Schedule 4.06. Without limiting the aggregate for any related lossesgenerality of the foregoing, or any failure to maintain insurance policies unmodified and without interruption; and iii. Seller except as set forth on Schedule 4.06, since January 1, 2013, the Company has not: 1. failed to maintain (a) amended or modified its assets used in the Business in the same condition as on the Balance Sheet Date articles of organization or limited liability company operating agreement (ordinary wear and tear excludedor equivalent governing documents); 2. made (b) subjected any change material portion of its properties or assets to any Lien; (c) sold, assigned, licensed, leased, transferred or otherwise disposed of any material portion of its tangible assets, except for sales of finished goods or inventory in the rateordinary course of business consistent with past practices; (d) sold, timingassigned, vestinglicensed or transferred any patents, trademarks, trade names, copyrights, trade secrets or other intangible assets or Intellectual Property; (e) made or granted any bonus or any compensation or salary increase to any current (or former) employee whose annual base salary is (or was at the time of his or her termination) in excess of $75,000 (except for annual salary increases in connection with annual performance reviews in the ordinary course of business consistent with past practice which do not exceed 5% of such employee’s previous base salary before such increase), or funding of compensation, commission, bonusmade or granted any increase in any employee benefit plan or arrangement, or other direct amended or indirect remuneration payable terminated any existing employee benefit plan or paid, arrangement or agreed severance agreement or orally promised to pay, conditionally employment contract or otherwise, adopted any bonus, incentivenew employee benefit plan or arrangement or severance agreement, retention, change in control, bonus or other compensation, retirement, welfare, fringe deferred compensation agreement or severance benefitemployment contract; (f) made any loans or advances to, or vacation payguarantees for the benefit of, any Persons (except for travel advances to or in respect of any manager, officer, employee, distributor, or agent of Seller involved employees in the Business, ordinary course of business); (g) entered into any Material Contract other than increases in the Ordinary Course in the base wages those listed on Schedule 4.11 or salaries of employees of Seller other than officers or managers or as required by any employment Contract; 3. hired or terminated any employee or engaged or terminated any independent contractor involved in the Business other than in the Ordinary Course; 4. Breached accelerated, terminated, modified, canceled or waived any Breach or any material right with respect to any Included Material Contract; 5. canceled(h) made any election pursuant to Treasury Regulation Section 301.7701-3(c) (or any analogous provision of state or local income Tax Law); (i) experienced any damage, written offdestruction or loss (whether or not covered by insurance) involving individually or in the aggregate at least $25,000 of its assets or properties; (j) made any capital expenditure or series of related capital expenditures, or entered into any commitment for capital expenditures or series of related capital expenditures involving more than $25,000 individually, or more than $50,000 in the aggregate; (k) split, combined or reclassified any of its membership interests, declared or paid any dividends or other distributions in respect of its membership interests, transferred, issued, purchased or redeemed any membership interests or any convertible securities into or exchangeable for any membership interests or made any other distributions to its equity holders other than distributions for members to pay taxes in respect of income of the Company; (l) issued any membership interests or profits interests or granted any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its membership interests or other debt or equity securities or interests or profit interests or similar interest; (m) incurred, assumed or guaranteed any Indebtedness other than Indebtedness set forth on Schedule 4.05(d); (n) made or changed any election, changed an annual accounting period, adopted or changed any accounting method or policy, filed an amended Tax Return, entered into any closing agreement (as defined in Section 7121 of the Code), settled any Tax claim or assessment relating to the Company, surrendered any right to claim a refund of Taxes or consented to any extension or waiver of the limitation period applicable to any Tax claim or assessment relating to the Company; (o) canceled or compromised any debt or claim or amended, canceled, terminated, relinquished, waived, waived or released any Included Contract or right, except in material right of the Ordinary Course and which, in the aggregate, are not material to SellerCompany; 6. modified its pricing and purchasing policies and levels with respect to the Business, (p) incurred any obligation or entered into, amended, renewed, terminated, or permitted to lapse any Included Contract or transaction with any of its Affiliates, or paid to or received from any Affiliate of Seller any amount; 7. entered into any prepaid transactions outside Contract which either (i) required a payment of the Ordinary Course in excess of $50,000 or otherwise accelerated revenue recognition or the sales for periods prior to the Closing with respect to (ii) has a term that requires performance over a period in the Businessexcess of one year; 8. changed its policies (q) merged, consolidated or practices made any capital investment into or with respect to the payment any other Person or acquired or combined with (by merger, consolidation, acquisition of accounts payable securities or assets or otherwise) any corporation, partnership or other current liabilities business organization or the collection division or any material assets of accounts receivable (including any acceleration other Person or delay or deferral of the payment or collection thereof) or failed to maintain the level and quality of its Inventory, in each case with respect to the Business; 9. amended any of its Governing Documents, or failed to maintain its existence as a limited liability company; 10. adopted any plan of merger, consolidation, reorganization, complete or partial liquidation, or dissolution, restructuring, recapitalization or filed a petition other reorganization of the Company; (r) commenced or entered into any settlement or release with respect to any Action; (s) made any change in bankruptcy under any provisions method of federal accounting or state bankruptcy Lawaccounting practice of the Company, except as required by GAAP or consented to the filing of any bankruptcy petition against it under any similar applicable Law; 11. engaged in (t) made any transaction sale or provided any consideration relating to the release, modification, or diminution other disposition of any guaranteeof the assets reflected in the Financial Statements, Surety Bondexcept for sales of inventory or disposition of damaged or obsolete assets in the ordinary course of business consistent with past practices; (u) made any acquisition or purchase or disposition of any material assets, or other obligation of Seller business or any Affiliate thereof with respect to in the Business; 12. failed to pay any of its Liabilities when due (other than vendor liabilities which are paid in the Ordinary Course within 45 to 70 days from invoice date); 13. entered into any compromise or settlement of any Legal Proceeding or any investigation by any Governmental Body, in each case with respect to the Business; 14. failed: (A) to comply with all applicable Laws (including Environmental Permits) in any material respect; (B) to meet all Environmental Requirements; or (C) to hold and maintain in good standing all material Permits (including Environmental Permits) necessary for the conduct of the Business and the ownership of its Purchased Assets; 15. made any filings or registrations with any Governmental Body with respect to the Business, except routine filings and registrations made in the Ordinary Course; 16. written up or down (or failed to write up or down) the value of any Purchased Assets, except in the Ordinary Course, in accordance with GAAP consistently applied; 17. introduced any material change with respect to the Business, including with respect to the products or services it sells, the areas in which such products or services are sold, its methods of manufacturing or distributing its products, the levels of Inventory, equipment, or revenue-earning property that it maintains, its marketing techniques, or its accounting methods; 18. adopted, amended, modified or terminated any Employee Benefit Plan applicable to employees of the Businessproduct line; or 19. entered into any agreements or commitments (v) committed to do or perform in the future any actions referred to in this Section 2.8 (or disclosed an intent to do so), or taken or omitted to take any action that would be required to be disclosed in any section of the Disclosure Scheduleforegoing.

Absence of Certain Developments. Except as set forth in Section 2.8 on Schedule 3.2(e) and except as otherwise expressly contemplated by this Agreement, since June 24, 2006, none of the Disclosure Schedule Companies has: (arranged in subsections corresponding i) suffered (A) any change that has had or could reasonably be expected to the subsections set forth below)have, since the Balance Sheet Date, Seller has conducted the Business individually or in the Ordinary Course and: i. there has not been aggregate, a Seller Material Adverse Change; ii. there has not been Effect or (B) any theft, damage, destruction or losscasualty loss in excess of $100,000 to its assets, whether or not covered by insuranceinsurance or (C) any substantial destruction of books and records; (ii) mortgaged, with respect pledged or subjected any portion of its properties or assets to the property and assets of Seller used in the Business of more any Lien (other than $25,000 for any single loss or $125,000 the aggregate for any related losses, or any failure to maintain insurance policies unmodified and without interruption; and iii. Seller has not: 1. failed to maintain its assets used in the Business in the same condition as on the Balance Sheet Date (ordinary wear and tear excludedPermitted Liens); 2. made (iii) sold, leased, assigned or transferred (including transfers to any change in the rate, timing, vesting, or funding of compensation, commission, bonus, or other direct or indirect remuneration payable or paid, or agreed or orally promised to pay, conditionally or otherwiseSeller, any bonus, incentive, retention, or other compensation, retirement, welfare, fringe or severance benefit, or vacation pay, to or in respect Affiliate of any manager, officer, employee, distributor, Seller or agent any Affiliate of Seller involved in the Business, other than increases in an officer or director of any Seller) a portion of its tangible assets outside the Ordinary Course in the base wages of Business, or salaries canceled without fair consideration any material debts or written claims owing to or held by it; (iv) sold, assigned, licensed or transferred (including transfers to any Seller, any Affiliate of employees any Seller or any Affiliate of Seller an officer or director of any Seller) any material Proprietary Rights owned by, issued to, or licensed to any Company or disclosed any material confidential information (other than officers in connection with the Purchaser’s or managers its representatives’ due diligence review or as required by any employment Contractpursuant to agreements requiring the recipient to maintain the confidentiality of and preserving all rights of such Company in such confidential information); 3. hired (v) entered into, amended or terminated any employee material lease, contract, agreement or engaged commitment, or terminated taken any independent contractor involved in the Business other material action or entered into any other material transaction other than in the Ordinary CourseCourse of Business; 4. Breached (vi) paid or waived increased any Breach bonuses, salaries or any material right with respect other compensation to any Included Contract; 5. canceledstockholder, written offdirector, officer or compromised any debt or claim or amended, canceled, terminated, relinquished, waived, or released any Included Contract or right, (except in the Ordinary Course and which, in the aggregate, are not material to Seller; 6. modified its pricing and purchasing policies and levels with respect to the of Business, ) employee or entered into, amended, renewed, terminated, or permitted to lapse any Included Contract or transaction with any of its Affiliates, or paid to or received from any Affiliate of Seller any amount; 7. entered into any prepaid transactions outside written employment, severance, change in control or similar contract or agreement with any director, officer or employee (except standard policies executed by substantially all employees of such Company); (vii) except for the Ordinary Course distribution of all cash on hand to HDOC or otherwise accelerated revenue recognition or the sales for periods BCDM prior to the Closing as contemplated by Section 2.1(d), conducted its cash management customs and practices other than in the Ordinary Course of Business (including with respect to in the Business; 8. changed its policies or practices with respect to the collection of accounts receivable, purchases of supplies, repairs and maintenance, payment of accounts payable and accrued expenses, levels of capital expenditures and operation of cash management practices generally); (viii) made any capital expenditures or other current liabilities or commitments for capital expenditures except in the collection Ordinary Course of accounts receivable (including any acceleration or delay or deferral of the payment or collection thereof) or failed to maintain the level and quality of its Inventory, in each case with respect to the Business; 9. amended (ix) issued, sold or transferred any notes, bonds or other debt securities, any shares of its Governing Documentscapital stock or other equity securities, any securities convertible, exchangeable or failed exercisable into shares of capital stock or other equity securities or any warrants, options or other rights to maintain its existence as a limited liability companyacquire shares of capital stock or other equity securities or granted any stock appreciation, phantom stock or other similar rights; 10. adopted (x) borrowed any plan of mergermaterial amount or incurred or become subject to any material liabilities, consolidation, reorganization, liquidation, or dissolution, or filed a petition in bankruptcy under any provisions of federal or state bankruptcy Law, or consented to the filing of any bankruptcy petition against it under any similar Law; 11. engaged in any transaction or provided any consideration relating to the release, modification, or diminution of any guarantee, Surety Bond, or other obligation of Seller or any Affiliate thereof with respect to except liabilities incurred in the Ordinary Course of Business; 12. failed to pay (xi) discharged or satisfied any of its Liabilities when due (Lien or paid any material obligation or liability, other than vendor liabilities which are paid in the Ordinary Course within 45 to 70 days from invoice date); 13. entered into any compromise or settlement of any Legal Proceeding or any investigation by any Governmental Body, in each case with respect to the Business; 14. failed: (Axii) to comply with all applicable Laws (including Environmental Permits) in made any material respect; (B) to meet all Environmental Requirements; loans or (C) to hold and maintain in good standing all material Permits (including Environmental Permits) necessary advances to, or guarantees for the conduct of the Business and the ownership of its Purchased Assets; 15. made benefit of, any filings or registrations with any Governmental Body with respect to the BusinessPerson, except routine filings and registrations made for advances to employees in the Ordinary CourseCourse of Business; 16. written up (xiii) changed or down (authorized any change in its certificate of incorporation or failed to write up or down) the value of any Purchased Assets, except in the Ordinary Course, in accordance with GAAP consistently appliedby-laws; 17. introduced (xiv) except for the distribution of all cash on hand to HDOC or BCDM prior to the Closing as contemplated by Section 2.1(d), declared, paid, made or otherwise effectuated any dividends or distributions, redemptions, equity repurchases or other transactions involving any shares of capital stock or rights to control the same; (xv) made a material change with respect to the Business, including with respect to the products or services it sells, the areas in which such products or services are sold, its methods of manufacturing or distributing its products, the levels of Inventory, equipment, or revenue-earning property that it maintains, its marketing techniques, or its accounting methods; 18. adopted(xvi) agreed to a material increase in the coverage or benefits available under any severance pay, amendedtermination pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, insurance, pension or other employee benefit plan; (xvii) except for the distribution of all cash on hand to HDOC or BCDM prior to the Closing as contemplated by Section 2.1(d) or with respect to expenses incurred in connection with the transactions contemplated by this Agreement, made or committed to make any material payments or other transfers in connection with, or in contemplation of, the transactions contemplated by this Agreement; (xviii) established, amended or contributed to any pension, retirement, profit sharing, stock bonus, multi-employer or other benefit plan covering any of the current or former employees of any Company, except as required by law or related authority or in accordance with past practice; or (xix) terminated (other than due to expiration), entered into any new, modified or terminated amended to the detriment of any Employee Benefit Plan applicable Company any existing, material License to employees of the Business; or 19. entered into any agreements or commitments to do or perform in the future any actions referred to in this Section 2.8 (or disclosed an intent to do so), or taken or omitted to take any action that would be required to be disclosed in any section of the Disclosure Schedulewhich such Company is bound.

Absence of Certain Developments. Except as set forth in Section 2.8 of the on Disclosure Schedule (arranged in subsections corresponding to the subsections set forth below)6.7, since the date of the Most Recent Balance Sheet DateSheet, Seller has conducted the Business in the Ordinary Course and: i. there has not been a Seller Material Adverse Change; ii. there has not been any Material Adverse Effect and the Group has operated in the Ordinary Course of Business. Without limiting the generality of the foregoing, except as set forth on Disclosure Schedule 6.7 or as expressly contemplated by this Agreement, since the date of the Most Recent Balance Sheet, the Group has not: (i) experienced any changes in any relationship with its suppliers, customers, distributors, brokers, lessors or others which would have a Material Adverse Effect; (ii) sold, leased, transferred, or assigned any of its material assets, tangible or intangible (including without limitation the Proprietary Rights) other than for fair consideration in the Ordinary Course of Business; (iii) entered into any Contract (or series of related Contracts) involving more than $50,000 individually to which it is a party or by which it is bound nor modified the terms of any such existing contract or agreement, or outside the Ordinary Course of Business; (iv) (nor has any other party) accelerated, terminated, modified or canceled any permit or agreement, contract, lease or license involving more than $50,000 individually to which it is a party or by which it is bound; (v) suffered any material damage, destruction or loss, whether or not covered by insurance, with respect to affecting any material property or assets owned or used by it; (vi) adopted, modified, amended or terminated, in any material respect, any bonus, profit-sharing, incentive, severance, or other similar plan (including any Employee Benefit Plan), contract, or commitment for the property and assets benefit of Seller used any of its directors, officers, or employees, or otherwise made any material change in the Business employment terms (including any increase in compensation by more than one percent (1%)) for any of its officers and employees described in clause (i) of Section 6.13(a); (vii) made any capital expenditure or any other investment (or series of related investments) in excess of $50,000 individually and $100,000 in the aggregate; (viii) incurred, assumed or guaranteed any Indebtedness, or incurred any Liens, involving more than $25,000 for any single loss individually or $125,000 the aggregate for any related losses, or any failure to maintain insurance policies unmodified and without interruption; and iii. Seller has not: 1. failed to maintain its assets used in the Business in the same condition as on the Balance Sheet Date (ordinary wear and tear excluded)aggregate; 2. made any change in the rate, timing, vesting, or funding of compensation, commission, bonus, or other direct or indirect remuneration payable or paid, or agreed or orally promised to pay, conditionally or otherwise, any bonus, incentive, retention, or other compensation, retirement, welfare, fringe or severance benefit, or vacation pay, to or in respect of any manager, officer, employee, distributor, or agent of Seller involved in the Business, other than increases in the Ordinary Course in the base wages or salaries of employees of Seller other than officers or managers or as required by any employment Contract; 3. hired or terminated any employee or engaged or terminated any independent contractor involved in the Business other than in the Ordinary Course; 4. Breached or waived any Breach or any material right with respect to any Included Contract; 5. (ix) canceled, written off, or compromised any debt or claim or amended, canceled, terminated, relinquishedcompromised, waived, or released any Included Contract right or right, except in the Ordinary Course claim (or series of related rights and which, claims) either involving more than $50,000 individually or in the aggregate, are not material to Selleror outside the Ordinary Course of Business; 6. (x) issued, sold or otherwise disposed of any Equity Equivalents in the Group, or granted, modified or amended any options, warrants, stock appreciation rights, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any Equity Equivalents in the Group or participate in any change in the value thereof; (xi) made or been subject to any material change in its pricing accounting practices, procedures or methods or in its cash management practices; (xii) entered into or become party to any Affiliate Agreement or Affiliate Obligation, including without limitation any (A) loan or advance of funds, or made any other payments, to any of its directors, officers, employees, shareholders, members or Affiliates, or (B) any payment or declaration of any dividend, redemption or other distribution with respect to Equity Equivalents in the Group other than (1) distributions by any Company Subsidiary to the Company, and purchasing policies (2) distributions by the Company to the holders of the Eagle LLC Membership Interests (x) for the purposes of paying any taxes payable by such holders of the Eagle LLC Membership Interests attributable to the income of the Company for the tax period commencing on January 1, 2005 through the Closing Date and levels (y) of the Assigned Claims; (xiii) granted any license or sublicense of any rights under, allowed to lapse, disposed of, failed to protect or maintain or otherwise experienced any Material Adverse Changes with respect to the Business, or entered into, amended, renewed, terminated, or permitted to lapse any Included Contract or transaction with any of its Affiliates, or paid to or received from any Affiliate of Seller any amountProprietary Rights; 7. entered into (xiv) experienced any prepaid transactions outside of the Ordinary Course or otherwise accelerated revenue recognition or the sales for periods prior to the Closing with respect to changes in the Businessamount or scope of coverage of insurance now carried by it; 8. changed its policies (xv) made or practices with respect to the payment of accounts payable revoked any Tax election or other current liabilities settled or the collection of accounts receivable (including compromised any acceleration or delay or deferral of the payment or collection thereof) or failed to maintain the level and quality of its Inventory, in each case with respect to the Business; 9. amended any of its Governing Documents, or failed to maintain its existence as a limited liability company; 10. adopted any plan of merger, consolidation, reorganization, liquidation, or dissolution, or filed a petition in bankruptcy under any provisions of federal or state bankruptcy Law, or consented to the filing of any bankruptcy petition against it under any similar Law; 11. engaged in any transaction or provided any consideration relating to the release, modification, or diminution of any guarantee, Surety Bond, or other obligation of Seller or any Affiliate thereof with respect to in the Business; 12. failed to pay any of its Liabilities when due (other than vendor liabilities which are paid in the Ordinary Course within 45 to 70 days from invoice date); 13. entered into any compromise or settlement of any Legal Proceeding or any investigation by any Governmental Body, in each case with respect to the Business; 14. failed: (A) to comply with all applicable Laws (including Environmental Permits) in any material respect; (B) to meet all Environmental Requirements; or (C) to hold and maintain in good standing all material Permits (including Environmental Permits) necessary for the conduct of the Business and the ownership of its Purchased Assets; 15. made any filings or registrations with any Governmental Body with respect to the Business, except routine filings and registrations made in the Ordinary Course; 16. written up or down (or failed to write up or down) the value of any Purchased Assets, except in the Ordinary Course, in accordance with GAAP consistently applied; 17. introduced any material change with respect to the Business, including with respect to the products or services it sells, the areas in which such products or services are sold, its methods of manufacturing or distributing its products, the levels of Inventory, equipment, or revenue-earning property that it maintains, its marketing techniques, or its accounting methods; 18. adopted, amended, modified or terminated any Employee Benefit Plan applicable to employees of the BusinessTax Liability; or 19. entered into any agreements or commitments (xvi) committed to do or perform in the future any actions referred to in this Section 2.8 (or disclosed an intent to do so), or taken or omitted to take any action that would be required to be disclosed in any section of the Disclosure Scheduleforegoing.