Common use of Absence of Changes Clause in Contracts

Absence of Changes. Except for the execution and delivery of this Agreement and the transactions to take place pursuant hereto on or prior to the Closing Date or as disclosed in Section 2.08 of the Disclosure Schedule, since December 31, 1998, there has not been (i) any Material Adverse Effect on the Company, Galaxy Mall, or IMI, (ii) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of any of the Company's, Galaxy Mall's or IMI's capital stock, or any purchase, redemption or other acquisition by the Company, Galaxy Mall, or IMI of any of Galaxy Mall's or IMI's capital stock, any other securities, or any options, warrants, calls or rights to acquire any such shares or other securities except for repurchases from employees following their termination pursuant to the terms of their pre-existing stock option or purchase agreements, (iii) any split, combination or reclassification of any of the Company's, Galaxy Mall or IMI's capital stock, (iv) any granting by the Company, Galaxy Mall or IMI of any increase in compensation or fringe benefits, except for normal increases of cash compensation in the ordinary course of business consistent with past practice, or any payment by the Company, Galaxy Mall or IMI of any bonus, except for bonuses made in the ordinary course of business consistent with past practice, or any granting by the Company, Galaxy Mall or IMI of any increase in severance or termination pay or any entry by the Company, Galaxy Mall or IMI into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company, Galaxy Mall or IMI of the nature contemplated hereby, (v) entry by the Company, Galaxy Mall or IMI into any licensing or other agreement with regard to the acquisition or disposition of any material Intellectual Property other than licenses, distribution agreements, advertising agreements, sponsorship agreements or merchant program agreements entered into in the ordinary course of business consistent with past practice, (vi) any amendment or consent with respect to any licensing agreement filed or required to be filed with the SEC, (vii) any material change by the Company, Galaxy Mall, or IMI in its accounting methods, principles or practices, except as required by concurrent changes in GAAP, or (viii) any material revaluation by any of the Company, Galaxy Mall, or IMI of any of its assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable other than in the ordinary course of business.

Absence of Changes. Except for the execution and delivery of this Agreement and the transactions to take place pursuant hereto on or prior to the Closing Date or as disclosed set forth in Section 2.08 of the Disclosure ScheduleSchedule 3.10, since December 31August 28, 19981999 (except as otherwise expressly noted below), (a) the Business has been operated in the ordinary course consistent with past practices, (b) there has not been any Material Adverse Change with respect to the Business, or any material deterioration of relations between the Companies and their suppliers (including without limitation parties to grower contracts of the Companies), customers or Personnel and (c) to the knowledge of Shareholders, there has been and is no threatened Material Adverse Change with respect to the Companies. Without limiting the generality of the foregoing, except as contemplated by Section 5.18 hereof and except as set forth in Schedule 3.10, the Companies have not: (i) sold, assigned, leased or transferred any Material Adverse Effect on of the CompanyAssets that exceed $100,000 individually or $250,000 in the aggregate in book value or fair market value, Galaxy Mallother than (A) Inventory sold or disposed of in the ordinary course of business, consistent with past practice, to Buyer or IMI, persons who are not Affiliates of the Companies for fair consideration and (B) the assets comprising the feedmill operations as contemplated by Section 6.20 hereof; (ii) any declaration, setting aside canceled or payment of any dividend onterminated, or other distribution amended, modified or waived any material term of, any Material Contract, except in the ordinary course of business; (whether A) increased the compensation payable or to become payable to any of its directors or officers, (B) increased the base compensation payable or to become payable to any of its Personnel who are not directors or officers, except for normal periodic increases in cashsuch base compensation (not exceeding, stock or propertyin each case, 5%) in respect the ordinary course of business, consistent with past practice, (C) increased the sales commission rate payable or to become payable to any of its Personnel who are not directors or officers, (D) granted, made or accrued any loan, bonus, severance, termination or continuation fee, incentive compensation (excluding sales commissions), service award or other like benefit, contingently or otherwise, to or for the benefit of any of its Personnel, except pursuant to the Company'sEmployee Plans set forth in Schedule 3.22, Galaxy Mall's (E) adopted, amended or IMI's caused or suffered any addition to or modification of any Employee Plan, other than (1) contributions made in the ordinary course of business, consistent with past practice or (2) the extension of coverage to any of its Personnel who become eligible after the date of this Agreement, (F) granted any stock options or performance unit grants or other interest under any Employee Plan, (G) entered into any new employment or consulting agreement or caused or suffered any written or oral termination, cancellation or amendment of any such employment or consulting agreement to which it is a party (except with respect to any employee at will without a written agreement), (H) entered into any collective bargaining agreement or caused or suffered any termination or amendment of any collective bargaining agreement to which it is a party or (I) with respect to any Shareholders, or any Affiliate of any Shareholders, granted, made or accrued any payment or distribution or other like benefit, contingently or otherwise, or otherwise transferred Assets, including any payment of principal of or interest on any debt owed to any such Shareholders or Affiliate, other than (1) any payments to such person in the ordinary course of business in his capacity as an employee of the Companies and (2) any transactions between the Companies, in the ordinary course of business and on an arms' length basis; (iv) made any capital expenditure or commitment to make any capital expenditure in excess of $100,000; (v) executed (A) any Lease for real property or (B) any Lease for personal property involving annual payments in excess of $50,000, or, with respect to clauses (A) and (B) of this clause (v), offered to execute any Lease or incurred any liability therefor; (vi) made any payments or given any other consideration to customers or suppliers, other than payments under, and in accordance with the terms of, Contracts in effect at the time of such payment; (vii) changed its accounting methods, principles or practices, including any change in the application or interpretation of GAAP; (viii) suffered any damage, destruction or casualty loss (whether or not covered by insurance) affecting its physical properties that exceeded $100,000 in any one instance or $250,000 in the aggregate; (A) issued or sold, or entered into any agreement obligating it to issue or sell (B) directly or indirectly redeemed, purchased or otherwise acquired, or split, combined, reclassified or otherwise adjusted, any class or series of capital stock, or any purchase, redemption securities convertible into or exchangeable for capital stock or (C) declared or paid any dividend or other acquisition by the Company, Galaxy Mall, or IMI distribution in respect of any class or series of Galaxy Mall's or IMI's capital stock; (A) incurred any indebtedness for borrowed money or entered into any commitment to borrow money except for drawings under the Companies' revolving line of credit in the ordinary course of business or (B) incurred any obligations for any performance bonds, payment bonds, bid bonds, surety bonds, letters of credit, guarantees or similar instruments; (xi) taken any action in anticipation of the execution of this Agreement or for any other securitiesreason to delay or defer expenses (including delay or postponement of capital expenditures or the payment of accounts payable), liabilities or any options, warrants, calls or rights to acquire any such shares or other securities except for repurchases from employees following their termination pursuant to the terms of their pre-existing stock option or purchase agreements, (iii) any split, combination or reclassification obligations of any of the Company'skind whatsoever or to accelerate any income, Galaxy Mall revenue, payment or IMI's capital stocksimilar item, (iv) any granting by the Company, Galaxy Mall or IMI of any increase in compensation or fringe benefits, except for normal increases of cash compensation other than in the ordinary course of business consistent with past practice; (xii) paid, discharged or satisfied any liability, other than any such payment, discharge or satisfaction in the ordinary course of business, consistent with past practice of (A) liabilities reflected or reserved against on the balance sheets in the Audited Financial Statements, the Unaudited Financial Statements or in the Interim Financial Statements or incurred subsequent thereto in the ordinary course of business, consistent with past practice, or (B) liabilities under, and in accordance with the terms of, any payment Material Contracts, Licenses and Permits and other commitments set forth in the Schedules; (xiii) changed or amended any of their articles of incorporation or bylaws or similar organizational documents; (A) acquired (by merger, consolidation, acquisition of stock, other securities or assets or otherwise), (B) made a capital investment (whether through the Companyacquisition of an equity interest, Galaxy Mall the making of a loan or IMI advance or otherwise) in or (C) guaranteed indebtedness for borrowed money of, (1) any Person or (2) any portion of the assets of any bonusPerson that constitutes a division or operating unit of such Person; (xv) mortgaged or pledged, except for bonuses or otherwise made or suffered any Encumbrance (other than any Permitted Encumbrance) on, any of their material Assets or group of their Assets that is material in the aggregate; (xvi) revalued any of their Assets, including any write-off of notes or accounts receivable or any increase in any reserve (other than in the ordinary course of business consistent with past practice), involving in excess of $10,000 individually or $50,000 in the aggregate (such amounts to be calculated without netting any granting by the Companydecrease); (xvii) amended, Galaxy Mall cancelled or IMI suffered termination of any increase in severance License or termination pay or Permit that is material to any entry by the Company, Galaxy Mall or IMI into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company, Galaxy Mall or IMI of the nature contemplated herebyCompanies; (xviii) canceled, waived or released any right or claim (vor series of related rights or claims) entry by the Company, Galaxy Mall involving in excess of $10,000 individually or IMI into any licensing or other agreement with regard to the acquisition or disposition of any material Intellectual Property other than licenses, distribution agreements, advertising agreements, sponsorship agreements or merchant program agreements entered into $50,000 in the ordinary course of business consistent with past practice, aggregate; or (vixix) any amendment or consent with respect to any licensing agreement filed or required to be filed with the SEC, (vii) made any material change by in the Company, Galaxy Mall, policies or IMI in its accounting methods, principles or practices relating to purchasing practices, except as required by concurrent changes selling practices, returns, discounts or other terms of purchase or sale or accounting therefor or in GAAP, policies of employment; or (viii) entered into any material revaluation by Contract to do any of the Company, Galaxy Mall, or IMI of any of its assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable other than in the ordinary course of businessforegoing.

Absence of Changes. Except for the execution and delivery of this Agreement and the transactions to take place pursuant hereto on or prior to the Closing Date or Since January 1, 2006, except as disclosed in Section 2.08 of Seller’s SEC filings filed since such date, Seller and its Subsidiaries have conducted the Disclosure Schedule, since December 31, 1998, there has not been (i) any Material Adverse Effect on the Company, Galaxy Mall, or IMI, (ii) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of any of the Company's, Galaxy Mall's or IMI's capital stock, or any purchase, redemption or other acquisition by the Company, Galaxy Mall, or IMI of any of Galaxy Mall's or IMI's capital stock, any other securities, or any options, warrants, calls or rights to acquire any such shares or other securities except for repurchases from employees following their termination pursuant to the terms of their pre-existing stock option or purchase agreements, (iii) any split, combination or reclassification of any of the Company's, Galaxy Mall or IMI's capital stock, (iv) any granting by the Company, Galaxy Mall or IMI of any increase in compensation or fringe benefits, except for normal increases of cash compensation Acquired Business only in the ordinary course of business consistent with past practice, and there has not been: (a) any event, occurrence, development or state of circumstances or facts that has had a material adverse effect on the Acquired Assets, taken as a whole, or the condition (financial or otherwise), business or operations of the Acquired Business, exclusive of the effects that the pendency or announcement of the transactions contemplated by this Agreement, the compliance by Seller or its Subsidiaries with the terms of this Agreement or the Other Transaction Documents, war, military action, acts of terrorism or civil unrest and economic conditions affecting the U.S. or global economy or semiconductor industry generally may have; (b) any cancellation or other termination, or any payment by the Company, Galaxy Mall notice in writing or IMI other written communication of any bonusintent to cancel or terminate, a material business relationship with Seller by or from any distributor, customer, supplier or vendor listed on Schedule 3.15(a) or 3.15(b); (c) any entry by Seller or any of its Subsidiaries into, or material modification, amendment or cancellation of, any Contract relating primarily to the Acquired Assets or the Acquired Business, which is not terminable by Seller or any of its Subsidiaries without penalty upon no more than 30 days’ prior notice and provides for payments by or to Seller in an amount in excess of $100,000 over the term of such Contract; (d) any material revaluation by Seller or any of its Subsidiaries of any of the Acquired Assets, taken as a whole, including, without limitation, any write off of any Accounts Receivable other than in the ordinary course of business; (e) any incurrence by Seller or any of its Subsidiaries of any material Encumbrances (other than Permitted Encumbrances) in connection with the Acquired Business or the Acquired Assets, other than in the ordinary course of business; (f) any sale, transfer, loss or other disposition of any assets of Seller or any of its Subsidiaries that, if still owned by Seller or any of its Subsidiaries, would constitute Acquired Assets, except for bonuses made in the ordinary course of business consistent with past practice; (g) any disposing of or permitting to lapse of any rights to the use of any Intellectual Property Assets, or any granting by the Company, Galaxy Mall disposing of or IMI of any increase in severance or termination pay or any entry by the Company, Galaxy Mall or IMI into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company, Galaxy Mall or IMI of the nature contemplated hereby, disclosing (v) entry by the Company, Galaxy Mall or IMI into any licensing or other agreement with regard to the acquisition or disposition of any material Intellectual Property other than licenses, distribution agreements, advertising agreements, sponsorship agreements or merchant program agreements entered into except in the ordinary course of business consistent with past practice, its business) to any Person (viother than representatives of Purchaser) any amendment trade secret or consent with respect to any licensing agreement filed or required to be filed with the SEC, other Intellectual Property Assets that is not a matter of public knowledge; or (viih) any material change entry by the Company, Galaxy Mall, Seller or IMI in its accounting methods, principles or practices, except as required by concurrent changes in GAAP, or (viii) any material revaluation by any of the Company, Galaxy Mall, or IMI of any of its assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable other than Subsidiaries into any Contract to take any action described in the ordinary course of businessthis Section 3.19.

Absence of Changes. Except for the execution and delivery performance of this Agreement and the discussions, negotiations and transactions to take place pursuant hereto on or prior to related thereto (i) from the Closing Review Date or as disclosed in Section 2.08 through the date of the Disclosure Schedule, since December 31, 1998this Agreement, there has not been any circumstance, event, occurrence or development which has had, or would reasonably be expected to have, individually or in the aggregate, a HiSoft Material Adverse Effect; (iii) since the date of this Agreement there has not been any circumstance, event, occurrence or development which has had, or would reasonably be expected to have, individually or in the aggregate, a HiSoft Material Adverse Effect, and (iii) from the Review Date through the date of this Agreement (and with respect to periods after the date of this Agreement, except as expressly contemplated by this Agreement), HiSoft and its Subsidiaries have conducted their respective businesses in all material respects in the ordinary course of business consistent with past practice, and there has not been: (a) any Material Adverse Effect on redemption, repurchase (other than in connection with equity award grants under and in accordance with the Company, Galaxy Mall, HiSoft Incentive Plans) or IMI, other acquisition of any share capital of HiSoft or any of its Subsidiaries or any securities convertible into or exercisable or exchangeable for any such share capital by HiSoft or any of its Subsidiaries; (iib) any declaration, setting aside or payment of any dividend on, or other distribution with respect to any share capital of HiSoft or any of its Subsidiaries (whether except for dividends or other distributions by any Subsidiary to HiSoft or to any Wholly-Owned HiSoft Subsidiary; (c) any material change in cash, stock any method of accounting or propertyaccounting practice by HiSoft or any of its Subsidiaries; (d) in respect any making or revocation of any material Tax election, any settlement or compromise of the Company's, Galaxy Mall's or IMI's capital stockany material Tax liability, or any purchase, redemption change (or other acquisition by request to any taxing authority to change) in any material aspect of the Company, Galaxy Mall, method of accounting of HiSoft or IMI of any of Galaxy Mall's its Subsidiaries for Tax purposes; (e) any material increase in the compensation or IMI's capital stockbenefits payable or to become payable to any of its directors, any other securities, officers or any options, warrants, calls or rights to acquire any such shares or other securities employees (except for repurchases from increases for non-senior management employees following their termination pursuant to the terms of their pre-existing stock option or purchase agreements, (iii) any split, combination or reclassification of any of the Company's, Galaxy Mall or IMI's capital stock, (iv) any granting by the Company, Galaxy Mall or IMI of any increase in compensation or fringe benefits, except for normal increases of cash compensation in the ordinary course of business and consistent with past practice); (f) except to the extent required by applicable Law, (i) any establishment, adoption, entry into, termination or amendment of any labor, collective bargaining, bonus, profit sharing, equity, thrift, pension, retirement, deferred compensation, compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit or welfare of any director, officer or employee, (ii) any grant or increase in any severance, change in control, termination or similar compensation or benefits payable to any director, officer or employee, or (iii) any acceleration of the time of payment or vesting of, or the lapsing of restrictions with respect to, or any funding or otherwise securing the payment by of, any compensation or benefits payable or to become payable to any director, officer or employee under any benefit or compensation plan, agreement or arrangement; (g) any amendment to the Company, Galaxy Mall memorandum and articles of association (or IMI other equivalent governing instrument) of HiSoft or any of its Subsidiaries; (h) any incurrence of any bonus, except indebtedness for bonuses made borrowed money (other than short-term debt incurred in the ordinary course of business and consistent with past practice, ) or any granting by the Company, Galaxy Mall or IMI guarantee of such indebtedness for another Person (other than any increase in severance or termination pay Wholly-Owned HiSoft Subsidiary) or any entry by issue or sale of debt securities, warrants or other rights to acquire any debt security of HiSoft or any Subsidiary of HiSoft; (i) any adoption of, resolution to approve or petition or similar proceeding or order in relation to, a plan of complete or partial liquidation, dissolution, scheme of arrangement, merger, consolidation, restructuring, recapitalization or other reorganization of HiSoft or any of its Subsidiaries; (j) any receiver, trustee, administrator or other similar Person appointed in relation to the Company, Galaxy Mall affairs of HiSoft or IMI into its property or any currently effective employment, severance, termination or indemnification part thereof; or (k) any agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company, Galaxy Mall or IMI of the nature contemplated hereby, (v) entry by the Company, Galaxy Mall or IMI into any licensing or other agreement with regard commitment to the acquisition or disposition of any material Intellectual Property other than licenses, distribution agreements, advertising agreements, sponsorship agreements or merchant program agreements entered into in the ordinary course of business consistent with past practice, (vi) any amendment or consent with respect to any licensing agreement filed or required to be filed with the SEC, (vii) any material change by the Company, Galaxy Mall, or IMI in its accounting methods, principles or practices, except as required by concurrent changes in GAAP, or (viii) any material revaluation by do any of the Company, Galaxy Mall, or IMI of any of its assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable other than in the ordinary course of businessforegoing.

Absence of Changes. Except for the execution and delivery of this Agreement and the transactions to take place pursuant hereto on or prior to the Closing Date or Since December 31, 2010, except as disclosed in Section 2.08 the Xxxxxxx Disclosure Memorandum or expressly contemplated by this Agreement: (i) Xxxxxxx and each Xxxxxxx Material Entity have conducted their business only in the ordinary course of the Disclosure Schedulebusiness consistent with past practice; (ii) Neither Xxxxxxx nor any Xxxxxxx Material Entity has incurred or suffered a Material Adverse Effect; (iii) Neither Xxxxxxx nor any Xxxxxxx Material Entity has effected any amendment to, since December 31or proposed to amend, 1998, its articles or bylaws; (iv) there has not been (i) any Material Adverse Effect on acquisition or agreement to acquire by amalgamating, merging, consolidating or entering into a business combination with, purchasing substantially all the Companyassets of or otherwise acquiring, Galaxy Mallany business or any corporation, or IMIpartnership, (ii) any declaration, setting aside or payment of any dividend on, association or other distribution business organization or division thereof, which transaction would be material to the Xxxxxxx US Group; (whether in cashv) there has not been any sale, stock lease, transfer, mortgage, hypothecation or property) in respect other disposition of any of the Company'sassets or properties, Galaxy Mall's real, personal or IMI's capital stockmixed, immovable or any purchase, redemption or other acquisition by the Company, Galaxy Mall, or IMI movable (including securities) of any of Galaxy Mall's Xxxxxxx Material Entity, that are material, individually or IMI's capital stockin the aggregate, any other securities, or any options, warrants, calls or rights to acquire any such shares or other securities except for repurchases from employees following their termination pursuant to the terms of their pre-existing stock option or purchase agreements, Xxxxxxx US Group; (iiivi) any split, combination or reclassification of any of the Company's, Galaxy Mall or IMI's capital stock, (iv) any granting by the Company, Galaxy Mall or IMI of any increase in compensation or fringe benefits, except for normal increases of cash compensation other than in the ordinary course of business consistent with past practice, there has not been any incurrence, assumption or guarantee by Xxxxxxx or any payment by the Company, Galaxy Mall or IMI Xxxxxxx Material Entity of any bonusdebt for borrowed money, except for bonuses made any creation or assumption by Xxxxxxx or a Xxxxxxx Material Entity of any Encumbrance, any making by Xxxxxxx or a Xxxxxxx Material Entity of any loan, advance or capital contribution to or investment in any other person (other than loans and advances in an aggregate amount that does not exceed US$250,000 outstanding at any time) or any entering into, amendment of, relinquishment, termination or non-renewal by Xxxxxxx or a Xxxxxxx Material Entity of any contract, agreement, licence, lease transaction, commitment or other right or obligation that would, individually or in the aggregate, have a Material Adverse Effect on the Xxxxxxx US Group; (vii) other than in the ordinary course of business consistent with past practice, there has not been, nor has Xxxxxxx nor any Xxxxxxx Material Entity agreed to, any material increase in or modification of the compensation payable to or to become payable by Xxxxxxx or any granting by the CompanyXxxxxxx Material Entity to any of their respective directors, Galaxy Mall officers, employees or IMI consultants or any grant to any such director, officer, employee or consultant of any increase in severance or termination pay or any entry by increase or modification of any bonus, pension, insurance or benefit arrangement (including, without limitation, the Companygranting of options) made to, Galaxy Mall for or IMI into with any currently effective employmentof such directors or officers; (viii) Xxxxxxx has not effected or passed any resolution or agreed to any subdivision, severanceconsolidation, termination or indemnification agreement redemption, purchase, offer to purchase or any agreement the benefits other acquisition or reclassification of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company, Galaxy Mall or IMI any of the nature contemplated herebyoutstanding Xxxxxxx Common Shares, (v) entry by the Company, Galaxy Mall declaration or IMI into any licensing or other agreement with regard to the acquisition or disposition payment of any material Intellectual Property dividends on or making of other distributions (whether in cash, shares or property, or any combination thereof) or reduction in the stated capital in respect of its shares; (ix) other than licensesthe adoption of IFRS, distribution agreements, advertising agreements, sponsorship agreements or merchant program agreements entered into in the ordinary course of business consistent with past practice, (vi) any amendment or consent with respect to any licensing agreement filed or required to be filed with the SEC, (vii) Xxxxxxx has not effected any material change by the Company, Galaxy Mall, or IMI in its accounting methods, principles or practices, except as required by concurrent changes in GAAP; and (x) neither Xxxxxxx nor any Xxxxxxx Material Entity has adopted any, or (viii) any material revaluation by any of the Companymaterially amended any, Galaxy Mallcollective bargaining agreement, bonus, pension, profit sharing, stock purchase, stock option or IMI of any of its assets, including, without limitation, writing down the value of capitalized inventory other benefit plan or writing off notes or accounts receivable other than in the ordinary course of businessshareholder rights plan.

Absence of Changes. Except for as set forth in Schedule 3.1.7, since the execution and delivery of this Agreement and Unaudited Balance Sheet Date, Seller has conducted the transactions to take place pursuant hereto on or Business only in the ordinary course consistent with prior practice and, to the Closing Date Seller’s Knowledge, has not, on behalf of, in connection with or as disclosed relating to the Business or the Assets: (a) suffered any Material Adverse Effect; (b) incurred any obligation or liability, absolute, accrued, contingent or otherwise, whether due or to become due, except current liabilities for trade or business obligations incurred in Section 2.08 connection with the purchase of goods or services in the ordinary course of business consistent with prior practice, none of which liabilities, in any case or in the aggregate, could have a Material Adverse Effect; (c) discharged or satisfied any Lien other than those then required to be discharged or satisfied, or paid any obligation or liability, absolute, accrued, contingent or otherwise, whether due or to become due, other than current liabilities shown on the Unaudited Balance Sheet and current liabilities incurred since the date thereof in the ordinary course of business consistent with prior practice; (d) assigned, mortgaged, pledged or otherwise subjected to Lien, any property, business or assets (including Assets), tangible or intangible, held in connection with the Business; (e) sold, transferred, leased to others or otherwise disposed of any of the Disclosure ScheduleAssets, since December 31except for inventory sold in the ordinary course of business, 1998or forgiven, there canceled or compromised any debt or claim, or waived or released any right of substantial value; (f) received any notice of termination of any contract, lease or other agreement or suffered any damage, destruction or loss (whether or not covered by insurance) which, in any case or in the aggregate, has not been had a Material Adverse Effect; (g) transferred or granted any rights or licenses under, or entered into any settlement regarding the breach or infringement of, any Intellectual Property, or modified any existing rights with respect thereto; CONFIDENTIAL (11.10.06) Page 7 of 34 BUYER: ___ SELLER: ___ (h) made any change in the rate 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 shareholder, director, officer, employee, salesman, distributor or agent of Seller relating to the Business or the Assets; (i) encountered any Material Adverse Effect on the Companylabor union organizing activity, Galaxy Mallhad any actual or threatened employee strikes, work stoppages, slowdowns or lockouts, or IMIhad any material change in its relations with its employees, agents, customers or suppliers; (j) instituted, settled or agreed to settle any litigation, action or proceeding before any court or governmental body relating to the Business or the Assets; (i) entered into any transaction, contract or commitment other than in the ordinary course of business, (ii) breached any declarationcontract or commitment or (iii) paid or agreed to pay any brokerage, setting aside finder's fee, Taxes or other expenses in connection with, or incurred any severance pay obligations by reason of, this Agreement or the transactions contemplated hereby; (l) made any material changes in policies or practices relating to selling practices, returns, discounts or other terms of sale or accounting therefor or in policies of employment; (m) made any prepayment of any accounts payable, delayed payment of any dividend on, trade payables or other distribution (whether in cash, stock or property) in respect of any of the Company's, Galaxy Mall's or IMI's capital stock, or any purchase, redemption or obligations other acquisition by the Company, Galaxy Mall, or IMI of any of Galaxy Mall's or IMI's capital stock, any other securities, or any options, warrants, calls or rights to acquire any such shares or other securities except for repurchases from employees following their termination pursuant to the terms of their pre-existing stock option or purchase agreements, (iii) any split, combination or reclassification of any of the Company's, Galaxy Mall or IMI's capital stock, (iv) any granting by the Company, Galaxy Mall or IMI of any increase in compensation or fringe benefits, except for normal increases of cash compensation than in the ordinary course of business consistent with past practice, or made any payment by the Company, Galaxy Mall or IMI of any bonus, except for bonuses made in the ordinary course of business consistent with past practice, or any granting by the Company, Galaxy Mall or IMI of any increase in severance or termination pay or any entry by the Company, Galaxy Mall or IMI into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company, Galaxy Mall or IMI of the nature contemplated hereby, (v) entry by the Company, Galaxy Mall or IMI into any licensing or other agreement with regard to the acquisition or disposition of any material Intellectual Property other than licenses, distribution agreements, advertising agreements, sponsorship agreements or merchant program agreements entered into in the ordinary course of business consistent with past practice, (vi) any amendment or consent with respect to any licensing agreement filed or required to be filed with the SEC, (vii) any material change by the Company, Galaxy Mall, or IMI in its accounting methods, principles or practices, except as required by concurrent changes in GAAP, or (viii) any material revaluation by any of the Company, Galaxy Mall, or IMI of any of its assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable cash payments other than in the ordinary course of business; (n) failed to maintain all of the tangible Assets and all other tangible properties and assets owned, leased, occupied, operated or used in connection with the Business in good repair, working order and operating condition subject only to ordinary wear and tear; (o) failed to use best efforts to keep in full force and effect insurance comparable in amount and scope of coverage to insurance now carried in connection with the Business; or (p) taken any action or omitted to take any action that would result in the occurrence of any of the foregoing.

Absence of Changes. Except for Since the execution date of the Seller Interim Balance Sheet and delivery of this Agreement and the transactions to take place pursuant hereto on or prior to the Closing Date or except as disclosed in Section 2.08 2.9 of the Seller Disclosure Schedule, since December 31, 1998, there has not been been, occurred or arisen (provided, that after the date hereof, nothing listed below shall be deemed to prohibit Seller from conducting its business otherwise as permitted pursuant to Section 4.1 hereof and any actions taken by Seller pursuant to Section 4.1 after the date hereof shall not be a breach of this Section 2.9) any: (a) event, condition, change or state of facts of any character that, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect; (b) transaction by Seller except in the ordinary course of business and consistent with past practices; (c) amendments or changes to the Certificate of Incorporation, Bylaws or other organizational documents of Seller; (d) capital expenditure or commitment by Seller, in an amount in excess of $25,000 in any one case or in the aggregate; (e) destruction of, damage to or loss of any material assets, business or customer of Seller (whether or not covered by insurance); (f) Employee organizing, grievance or claim of discrimination, wrongful discharge or other unlawful employment or labor practice or action against Seller; (g) change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by Seller; (h) revaluation by Seller of any of its assets; (i) any Material Adverse Effect on the Company, Galaxy Mall, or IMI, (ii) any declaration, setting aside or payment of any a dividend on, or other distribution with respect to Seller's capital stock or any capital stock of any subsidiary of Seller, or any direct or indirect redemption, purchase or other acquisition by Seller of its capital stock; (j) increase (whether in cash, stock or property) in the salary or other compensation payable or to become payable by Seller to any of its officers, directors, Employees or advisors, or the declaration, payment or commitment or obligation of any kind for the payment, by Seller, of a bonus or other additional salary or compensation to any such person; (k) any Contract, covenant or instrument by which Seller or any assets of Seller is bound or any termination, extension, amendment or modification to the terms of any Contract, covenant or instrument by which Seller or any assets of Seller is bound which (A) obligates Seller to perform any obligation other than an exclusive payment obligation, (B) obligates Seller to make payments in excess of $25,000 individually or in the aggregate, or (C) is not terminable upon 30 days notice without cost, other than the Contracts disclosed in Section 2.14(a) of the Seller Disclosure Schedule; (l) any inbound license agreement with respect to the Intellectual Property Rights of any third party or any outbound license agreement with respect to the Intellectual Property Rights of Seller with any third party; (m) any Contract with any person, other than Buyer, providing for the possible acquisition, transfer of disposition (whether by way of merger, purchase of capital stock, purchase of assets or otherwise) of any capital stock or assets of another entity; (n) sale, lease or other disposition of any of the Company's, Galaxy Mall's assets or IMI's capital stock, or any purchase, redemption or properties (other acquisition by the Company, Galaxy Mall, or IMI of any of Galaxy Mall's or IMI's capital stock, any other securities, or any options, warrants, calls or rights to acquire any such shares or other securities except for repurchases from employees following their termination pursuant to the terms of their pre-existing stock option or purchase agreements, (iii) any split, combination or reclassification of any of the Company's, Galaxy Mall or IMI's capital stock, (iv) any granting by the Company, Galaxy Mall or IMI of any increase in compensation or fringe benefits, except for normal increases of cash compensation than inventory and finished Products in the ordinary course of business consistent with past practice) of Seller, or any payment by the Company, Galaxy Mall or IMI creation of any bonusLien in such assets or properties; (o) loan by Seller to any person or entity, except for bonuses made in incurring by Seller of any Indebtedness, guaranteeing by Seller of any Indebtedness, issuance or sale of any debt securities of Seller or guaranteeing of any debt securities of others; (p) waiver or release of any right or claim of Seller, including any write-off or other compromise of any account receivable of Seller; (q) the ordinary course commencement or notice or threat of business consistent with past practicecommencement of, any lawsuit or, to Seller's knowledge, proceeding or investigation against Seller, any officer or director of Seller (by reason of such person's status as an officer or director of Seller) or their affairs; (r) notice of (i) any claim or potential claim of ownership by any person of the Intellectual Property Rights of Seller or (ii) infringement by Seller of any other person's Intellectual Property Rights; (s) issuance or sale of, or Contract to issue or sell, by Seller, any shares of capital stock, or securities exchangeable, convertible or exercisable therefor, or any granting by the Companysecurities, Galaxy Mall warrants, options or IMI of rights to purchase any increase in severance or termination pay or any entry by the Company, Galaxy Mall or IMI into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company, Galaxy Mall or IMI of the nature contemplated hereby, foregoing; (t) change in pricing or royalties set or charged by Seller to its customers or licensees or in pricing or royalties set or charged by persons who have licensed Intellectual Property to Seller; (u) hiring or firing of Seller's Employees or consultants; or (v) entry negotiation or agreement by the Company, Galaxy Mall Seller or IMI into any licensing officer or other agreement with regard Employee or consultant thereof to the acquisition or disposition of any material Intellectual Property other than licenses, distribution agreements, advertising agreements, sponsorship agreements or merchant program agreements entered into in the ordinary course of business consistent with past practice, (vi) any amendment or consent with respect to any licensing agreement filed or required to be filed with the SEC, (vii) any material change by the Company, Galaxy Mall, or IMI in its accounting methods, principles or practices, except as required by concurrent changes in GAAP, or (viii) any material revaluation by do any of the Company, Galaxy Mall, or IMI of any of its assets, including, without limitation, writing down things described in the value of capitalized inventory or writing off notes or accounts receivable preceding clauses (a) through (u) (other than in negotiations with Buyer and its representatives regarding the ordinary course of businessAcquisition).

Absence of Changes. Except as provided for the execution and delivery of in this Agreement and the transactions to take place pursuant hereto on or prior to the Closing Date or as disclosed set forth in Section 2.08 Schedule 4.22 or any other Schedule to this Agreement, since the date of the Disclosure ScheduleUnaudited Balance Sheet, since December 31, 1998to Seller's Knowledge: (a) no event has occurred that has had or would reasonably be expected to have a Material Adverse Effect; (b) the Business has been operated in the Ordinary Course of Business; (c) other than in the Ordinary Course of Business of the Business or as set forth on Schedule 2.2(d), there has not been no (i) increase in the compensation or in the rate of compensation or commissions payable or to become payable by Seller to any Material Adverse Effect on the Company, Galaxy Mall, Employee earning $50,000 or IMImore per annum, (ii) Employee hired at a salary in excess of $50,000 per annum, or (iii) commitment to pay any declarationnew bonus, setting aside profit sharing or other extraordinary compensation to any Employee; (d) no liability or obligation (whether absolute, accrued, contingent or otherwise) in excess of $25,000 has been incurred by Seller with respect to the Business, other than liabilities incurred in the Ordinary Course of Business of the Business since the date of the Unaudited Balance Sheet or reflected in the Final Closing Working Capital Statement; (e) Seller has not (i) paid any judgment in excess of $25,000 resulting from any Action against Seller relating to the Business or the Acquired Assets or (ii) made any payment to any Person in excess of $25,000 in settlement of any dividend onAction against Seller relating to the Business or the Acquired Assets; (f) there has been no sale, transfer, lease or other distribution disposition of any assets of Seller that are necessary for or used exclusively in the Business, other than sales of Inventory in the Ordinary Course of Business of the Business and any other asset that is not material to the current operation of the Business; or (whether g) Seller has not entered into any contract, oral or written, to do or engage in cash, stock or property) in respect of any of the Company's, Galaxy Mall's or IMI's capital stock, or any purchase, redemption or other acquisition by foregoing after the Company, Galaxy Mall, or IMI of any of Galaxy Mall's or IMI's capital stock, any other securities, or any options, warrants, calls or rights to acquire any such shares or other securities except for repurchases from employees following their termination pursuant to the terms of their pre-existing stock option or purchase agreements, (iii) any split, combination or reclassification of any of the Company's, Galaxy Mall or IMI's capital stock, (iv) any granting by the Company, Galaxy Mall or IMI of any increase in compensation or fringe benefits, except for normal increases of cash compensation in the ordinary course of business consistent with past practice, or any payment by the Company, Galaxy Mall or IMI of any bonus, except for bonuses made in the ordinary course of business consistent with past practice, or any granting by the Company, Galaxy Mall or IMI of any increase in severance or termination pay or any entry by the Company, Galaxy Mall or IMI into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company, Galaxy Mall or IMI of the nature contemplated hereby, (v) entry by the Company, Galaxy Mall or IMI into any licensing or other agreement with regard to the acquisition or disposition of any material Intellectual Property other than licenses, distribution agreements, advertising agreements, sponsorship agreements or merchant program agreements entered into in the ordinary course of business consistent with past practice, (vi) any amendment or consent with respect to any licensing agreement filed or required to be filed with the SEC, (vii) any material change by the Company, Galaxy Mall, or IMI in its accounting methods, principles or practices, except as required by concurrent changes in GAAP, or (viii) any material revaluation by any of the Company, Galaxy Mall, or IMI of any of its assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable other than in the ordinary course of businessdate hereof.

Absence of Changes. Except as set forth in Section 2.7 of the Disclosure Schedule and except for actions taken in connection with the negotiation, execution and delivery of this Agreement and the transactions to take place pursuant hereto on or prior to the Closing Date or as disclosed in Section 2.08 of the Disclosure ScheduleAncillary Agreements, since December 31, 1998, the Most Recent Balance Sheet Date: (i) there has not been (i) any Material Adverse Effect on the CompanyEffect, Galaxy Malland no event has occurred that will, or IMIwould reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect; (ii) any declarationSeller has not sold, setting aside or payment of any dividend onleased, transferred, or other distribution assigned any of its material assets, tangible or intangible, except for licenses of its products in the ordinary course of business; (whether iii) there has not been any material loss, damage or destruction to, or any material interruption in cashthe use of, stock or property) in respect of any of the Company'sPurchased Assets; (iv) there has been no amendment to any of the Organizational Documents of Seller, Galaxy Mall's and Seller has not effected or IMI's capital stockbeen a party to any recapitalization, or any purchaserefinancing, redemption restructuring, merger, consolidation or other acquisition by the Companybusiness combination, Galaxy Mall, or IMI of any of Galaxy Mall's or IMI's capital stock, any other securities, or any options, warrants, calls or rights to acquire any such shares or other securities except for repurchases from employees following their termination pursuant to the terms of their pre-existing stock option or purchase agreements, (iii) any split, combination or reclassification of shares, stock split, reverse stock split or similar transaction; (v) Seller has not (x) entered into or permitted any of the Company'sPurchased Assets to become bound by any Material Contract other than license agreements entered into in the ordinary course of business or (y) amended or prematurely terminated, Galaxy Mall or IMI's capital stockwaived any material right or remedy under, any Material Contract; (ivvi) any granting by the Company, Galaxy Mall or IMI of any increase in compensation or fringe benefits, except for normal increases of cash compensation actions taken in the ordinary course of business consistent with past practice, Seller has not (x) acquired, leased or licensed any payment by the Companyright or other asset from any other Person, Galaxy Mall (y) leased or IMI of licensed any bonusright or other asset to any other Person, or (z) waived or relinquished any right, except for bonuses an immaterial right or other immaterial asset, that is a Purchased Asset; (vii) All write-offs or reductions for services not performed are listed in Section 2.7(vii) of the Disclosure Schedule. Seller has not written off as uncollectible, or established any extraordinary reserve with respect to, any account receivable or indebtedness in an amount greater than $20,000; (viii) Seller has not made any pledge of any of its assets or otherwise permitted any of its assets to become subject to any Liens (other than Permitted Liens), except for pledges of immaterial assets made in the ordinary course of business and consistent with past practice; (ix) Seller has not failed to pay any creditor any material amount owed to such creditor when due; (x) Seller has not changed any of its methods of accounting or accounting practices in any material respect; (xi) Seller has not commenced or settled any Legal Proceeding, or received any granting by written notice that any Person was commencing or threatening to commence a Legal Proceeding involving any Seller or the CompanyBusiness; (xii) except for actions taken in connection with the negotiation, Galaxy Mall execution or IMI delivery of any increase in severance or termination pay or any entry by this Agreement and the CompanyAncillary Agreements, Galaxy Mall or IMI Seller has not entered into any currently effective employment, severance, termination material transaction or indemnification agreement or taken any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company, Galaxy Mall or IMI of the nature contemplated hereby, (v) entry by the Company, Galaxy Mall or IMI into any licensing or other agreement with regard to the acquisition or disposition of any material Intellectual Property other than licenses, distribution agreements, advertising agreements, sponsorship agreements or merchant program agreements entered into in action outside the ordinary course of business consistent or inconsistent with past practice, practices; (vixiii) Seller has not increased the compensation of any amendment or consent with respect employee of the Business nor increases benefits under any Seller Benefit Plan nor become obligated to contribute to any licensing agreement filed new Seller Benefit Plan; and (xiv) Seller has not agreed or required committed to be filed with the SEC, (vii) any material change by the Company, Galaxy Mall, or IMI in its accounting methods, principles or practices, except as required by concurrent changes in GAAP, or (viii) any material revaluation by take any of the Company, Galaxy Mall, or IMI of any of its assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable other than in the ordinary course of businessforegoing actions.

Absence of Changes. Except for the execution and delivery of this Agreement and the transactions to take place pursuant hereto on or prior to the Closing Date or Since June 30, 2016, except as disclosed set forth in Section 2.08 3.5 of the Disclosure ScheduleLetter, since December 31, 1998, the Business has been operated in the Ordinary Course of Business in all material respects and there has been, with respect to the Business, no: (a) event that has had or would reasonably be expected to have a Material Adverse Effect; (b) change in the Hong Kong Foreign Subsidiary’s authorized or issued equity securities; grant of any option or right to purchase equity securities of the Hong Kong Foreign Subsidiary; issuance of any security convertible into such equity securities; grant of any registration rights; or purchase, redemption, retirement, or other acquisition by the Hong Kong Foreign Subsidiary of any such equity securities; (c) amendment to the certificate of incorporation, bylaws or other organizational documents of the Hong Kong Foreign Subsidiary; (d) payment or increase by any Seller Company of any bonuses, salaries, or other compensation to any director, officer, or employee of the Business, in each case, other than as required by any existing Contract, Legal Requirement or the terms of an Employee Benefit Plan, or entry into any employment, severance, or similar Contract with any director, officer, or employee of the Business; (e) adoption of, or material increase in the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other Employee Benefit Plan for or with any employees of the Business; (f) damage to or destruction or loss of any asset or property of the Business, whether or not been covered by insurance, that materially and adversely affects the properties, assets, business, financial condition, or prospects of the Business or the Transferred Assets, taken as a whole; (g) entry into, termination of, or receipt of notice of termination of (i) any Material Adverse Effect on the Companylicense, Galaxy Malldistributorship, dealer, sales representative, joint venture, credit, or IMIsimilar agreement that is material to the Business, (ii) any declaration, setting aside Contract included in the Business Assets or payment transaction involving the Business with a total remaining commitment by or to any Seller Company that is or is reasonably expected to be in excess of any dividend on$25,000, or other distribution (whether in cash, stock or property) in respect of any of the Company's, Galaxy Mall's or IMI's capital stock, or any purchase, redemption or other acquisition by the Company, Galaxy Mall, or IMI of any of Galaxy Mall's or IMI's capital stock, any other securities, or any options, warrants, calls or rights to acquire any such shares or other securities except for repurchases from employees following their termination pursuant to the terms of their pre-existing stock option or purchase agreements, (iii) any splitother Business Contract, combination or reclassification of any of the Company'sin each case, Galaxy Mall or IMI's capital stock, (iv) any granting by the Company, Galaxy Mall or IMI of any increase in compensation or fringe benefits, except for normal increases of cash compensation in the ordinary course of business consistent with past practice, or any payment by the Company, Galaxy Mall or IMI of any bonus, except for bonuses made in the ordinary course of business consistent with past practice, or any granting by the Company, Galaxy Mall or IMI of any increase in severance or termination pay or any entry by the Company, Galaxy Mall or IMI into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company, Galaxy Mall or IMI of the nature contemplated hereby, (v) entry by the Company, Galaxy Mall or IMI into any licensing or other agreement with regard to the acquisition or disposition of any material Intellectual Property other than licenses, distribution agreements, advertising agreements, sponsorship agreements or merchant program agreements entered into in the ordinary course of business consistent with past practice, (vi) any amendment or consent with respect to any licensing agreement filed or required to be filed with the SEC, (vii) any material change by the Company, Galaxy Mall, or IMI in its accounting methods, principles or practices, except as required by concurrent changes in GAAP, or (viii) any material revaluation by any of the Company, Galaxy Mall, or IMI of any of its assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable other than in the ordinary course Ordinary Course of businessBusiness; (h) sale, lease or other disposition of any Business Assets, other than (i) in the Ordinary Course of Business, (ii) assets or property having an aggregate value of less than $25,000, or (iii) payments of cash dividends; (i) mortgage, pledge, or imposition of any Lien (other than Permitted Liens) on any Business Asset; (j) cancellation or waiver of any claims or rights with respect to a Business Asset with a value in excess of $25,000; (k) material change in the accounting methods or policies used by any Seller Company in respect of the Business; (l) claim of litigation or any cancellation, compromise, waiver, or release of any right or claim (or series of related rights and claims) either involving more than $25,000 or outside the Ordinary Course of Business; or (m) agreement, whether oral or written, by any Seller Company to do any of the foregoing in respect of the Business.

Absence of Changes. Except for the execution and delivery of this Agreement and the transactions to take place pursuant hereto on or prior to the Closing Date or as disclosed in Section 2.08 of the Disclosure Schedule, since Since December 31, 19982005, except as disclosed by Glamis: (i) Glamis, each of the Glamis Subsidiaries and, to the knowledge of Glamis, each of the Glamis Significant Interest Companies, has conducted its business only in the ordinary and regular course of business consistent with past practice; (ii) none of Glamis, any of the Glamis Subsidiaries or, to the knowledge of Glamis, any of the Glamis Significant Interest Companies, has incurred or suffered a Material Adverse Change; (iii) there has not been (i) any Material Adverse Effect on the Companyacquisition or sale by Glamis, Galaxy Mall, or IMI, (ii) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of any of the Company'sGlamis Subsidiaries or, Galaxy Mall's or IMI's capital stock, or any purchase, redemption or other acquisition by the Company, Galaxy Mall, or IMI of any of Galaxy Mall's or IMI's capital stock, any other securities, or any options, warrants, calls or rights to acquire any such shares or other securities except for repurchases from employees following their termination pursuant to the terms knowledge of their pre-existing stock option or purchase agreementsGlamis, (iii) any split, combination or reclassification of any of the Company'sGlamis Significant Interest Companies, Galaxy Mall of any material property or IMI's capital stock, assets thereof; (iv) any granting by the Company, Galaxy Mall or IMI of any increase in compensation or fringe benefits, except for normal increases of cash compensation other than in the ordinary and regular course of business consistent with past practice, there has not been any incurrence, assumption or guarantee by Glamis, any of the Glamis Subsidiaries or, to the knowledge of Glamis, any of the Glamis Significant Interest Companies, of any debt for borrowed money, any creation or assumption by Glamis, any of the Glamis Subsidiaries or, to the knowledge of Glamis, any of the Glamis Significant Interest Companies, of any Encumbrance, any making by Glamis, any of the Glamis Subsidiaries or, to the knowledge of Glamis, any of the Glamis Significant Interest Companies, of any loan, advance or capital contribution to or investment in any other person (other than (a) loans and advances in an aggregate amount that does not exceed $750,000 outstanding at any time, and (b) loans made to other Glamis Subsidiaries) or any payment entering into, amendment of, relinquishment, termination or non-renewal by Glamis, any of the CompanyGlamis Subsidiaries or, Galaxy Mall or IMI to the knowledge of Glamis, any of the Glamis Significant Interest Companies, of any bonuscontract, except for bonuses agreement, licence, lease transaction, commitment or other right or obligation that would, individually or in the aggregate, have a Material Adverse Effect on Glamis; (v) Glamis has not declared or paid any dividends or made any other distribution on any of the Glamis Common Shares; (vi) Glamis has not effected or passed any resolution to approve a split, consolidation or reclassification of any of the outstanding Glamis Common Shares; (vii) other than in the ordinary and regular course of business consistent with past practice, there has not been any material increase in or modification of the compensation payable to or to become payable by Glamis, any of the Glamis Subsidiaries or, to the knowledge of Glamis, any of the Glamis Significant Interest Companies, to any of their respective directors, officers, employees or consultants or any granting by the Companygrant to any such director, Galaxy Mall officer, employee or IMI consultant of any increase in severance or termination pay or any entry by increase or modification of any bonus, pension, insurance or benefit arrangement (including, without limitation, the Company, Galaxy Mall or IMI into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits granting of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company, Galaxy Mall or IMI of the nature contemplated hereby, (v) entry by the Company, Galaxy Mall or IMI into any licensing or other agreement with regard Glamis Options pursuant to the acquisition Glamis Share Option Plan) made to, for or disposition with any of any material Intellectual Property other than licenses, distribution agreements, advertising agreements, sponsorship agreements such directors or merchant program agreements entered into in the ordinary course of business consistent with past practice, officers; (viviii) any amendment or consent with respect to any licensing agreement filed or required to be filed with the SEC, (vii) Glamis has not effected any material change by the Company, Galaxy Mall, or IMI in its accounting methods, principles or practices, except as required by concurrent changes in GAAP; and (ix) Glamis has not adopted any, or (viii) any material revaluation by any of the Companymaterially amended any, Galaxy Mallcollective bargaining agreement, bonus, pension, profit sharing, stock purchase, stock option or IMI of any of its assets, including, without limitation, writing down the value of capitalized inventory other benefit plan or writing off notes or accounts receivable other than in the ordinary course of businessshareholder rights plan.

Absence of Changes. Except for the execution and delivery of this Agreement and the transactions to take place pursuant hereto on or prior to the Closing Date or as disclosed set forth in Section 2.08 of the Disclosure ScheduleSchedule 2.5, since December 31, 1998, 2012: (a) there has not been (i) any material adverse change in the Company’s or the Subsidiaries’ business, financial condition, or operations, and no event has occurred that will, or could reasonably be expected to, have a Material Adverse Effect on the CompanyCompany or the Subsidiaries, Galaxy Mallrespectively; (b) there has not been any material loss, damage or destruction to, or IMIany material interruption in the use of, any of the Company’s or the Subsidiaries’ assets (iiwhether or not covered by insurance); (c) neither the Company nor any declarationSubsidiary has declared, setting accrued, set aside or payment of paid any dividend on, or made any other distribution (whether in cash, stock or property) in respect of any of its securities, and neither the Company nor any Subsidiary has repurchased, redeemed or otherwise reacquired any of its securities; (d) there has been no amendment to the Company's’s or any Subsidiary’s Certificate of Incorporation or Bylaws or Certificate of Formation or Operating Agreement, Galaxy Mall's and neither the Company nor any Subsidiary has effected or IMI's been a party to any Acquisition Transaction, recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; (e) the Company and the Subsidiaries, in the aggregate, have not made any capital stockexpenditure which, when added to all other capital expenditures made on behalf of the Company and the Subsidiaries since December 31, 2012, exceeds Fifty Thousand Dollars ($50,000); (f) neither the Company nor any Subsidiary has (i) acquired, leased or licensed any right or other asset from any other Person, (ii) sold or otherwise disposed of, or leased or licensed, any purchase, redemption right or other acquisition by the Company, Galaxy Mallasset to any other Person, or IMI of any of Galaxy Mall's or IMI's capital stock, any other securities, or any options, warrants, calls or rights to acquire any such shares or other securities except for repurchases from employees following their termination pursuant to the terms of their pre-existing stock option or purchase agreements, (iii) waived or relinquished any split, combination or reclassification of any of the Company's, Galaxy Mall or IMI's capital stock, (iv) any granting by the Company, Galaxy Mall or IMI of any increase in compensation or fringe benefitsright, except for normal increases immaterial rights or other immaterial assets acquired, leased, licensed or disposed of cash compensation in the ordinary course of business and consistent with the Company’s or the Subsidiary’s respective past practicepractices; (g) neither the Company nor any Subsidiary has written off as uncollectible, or established any payment by extraordinary reserve with respect to, any account receivable or other indebtedness in excess of Ten Thousand Dollars ($10,000); (h) neither the Company, Galaxy Mall or IMI Company nor any Subsidiary has made any pledge of any bonusof its assets or otherwise permitted any of its assets to become subject to any Encumbrance, except for bonuses pledges of immaterial assets made in the ordinary course of business and consistent with past practice, or any granting by the Company, Galaxy Mall ’s or IMI of a Subsidiary’s respective past practices; (i) neither the Company nor any increase in severance or termination pay or Subsidiary has (i) lent money to any entry by the Company, Galaxy Mall or IMI into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company, Galaxy Mall or IMI of the nature contemplated hereby, Person (v) entry by the Company, Galaxy Mall or IMI into any licensing or other agreement with regard to the acquisition or disposition of any material Intellectual Property other than licenses, distribution agreements, advertising agreements, sponsorship agreements or merchant program agreements entered into in the ordinary course of business consistent with past practice, (vi) any amendment or consent with respect pursuant to any licensing agreement filed or required routine travel advances made to be filed with the SEC, (vii) any material change by the Company, Galaxy Mall, or IMI in its accounting methods, principles or practices, except as required by concurrent changes in GAAP, or (viii) any material revaluation by any of the Company, Galaxy Mall, or IMI of any of its assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable other than employees in the ordinary course of business), or (ii) incurred or guaranteed any indebtedness for borrowed money; (j) neither the Company nor any Subsidiary has (i) established or adopted any employee benefit plan, (ii) paid any bonus, or (iii) made any profit-sharing or similar payment to, or increased the amount of the wages, salary, commissions, fringe benefits or other compensation or remuneration payable to, any of its directors, officers or employees in excess of Ten Thousand Dollars ($10,000); (k) neither the Company nor any Subsidiary has changed any of its respective methods of accounting or accounting practices in any respect; (l) neither the Company nor any Subsidiary has made any Tax election; (m) neither the Company nor any Subsidiary has commenced or settled any Legal Proceeding; (n) neither the Company nor any Subsidiary has entered into any material transaction or taken any other material action outside the ordinary course of business or inconsistent with its past practices; (o) neither the Company nor any Subsidiary has sold, issued or authorized the issuance of (i) any of its respective capital stock or other securities, (ii) any option or right to acquire any of its respective capital stock or any other securities, or (iii) any instrument convertible into or exchangeable for any or its respective capital stock or other securities; and (p) neither the Company nor any Subsidiary has agreed or committed to take any of the actions referred to in clauses (c) through (o) of this Section 2.5.

Absence of Changes. Except for Since the execution Balance Sheet Date and delivery through the date hereof, (i) Seller and the Purchased Subsidiary has conducted the Business in the ordinary course of business; (ii) to the Knowledge of Seller, no event or circumstance has occurred that would reasonably be expected to have a Material Adverse Effect on the Business; and (iii) Seller has not taken any action, agreed to take any action, or omitted to take any action that would constitute a breach of Section 6.1 or 6.2 if such action or omission were taken between the date of this Agreement and the transactions to take place pursuant hereto on or prior to the Closing Date or Date; and (iv) except as disclosed set forth in Section 2.08 of the Disclosure Schedule, since December 31, 1998Schedule 4.9, there has not been any: (a) transaction by Seller (with respect to the Business) or the Purchased Subsidiary, except in the ordinary course of business and consistent with past practices; (b) amendments or changes to any Subsidiary Organizational Document; (c) capital expenditure or capital commitment by Seller (with respect to the Business) or the Purchased Subsidiary in any amount in excess of $25,000 in any individual case or $75,000 in the aggregate; (d) destruction of, material damage to or material loss of any material assets, business or customer of Seller (with respect to the Business) or the Purchased Subsidiary (whether or not covered by insurance); (e) material work stoppage, labor strike or other labor trouble, or any action, suit, claim, labor dispute or grievance relating to any material labor, employment and/or safety matter involving Seller (with respect to the Business) or the Purchased Subsidiary, including charges of wrongful discharge, discrimination, wage and hour violations, or other unlawful labor and/or employment practices or actions; (f) material change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by Seller with respect to the Business or the Purchased Subsidiary; (g) material revaluation by Seller or any its Subsidiaries of any of the Purchased Assets, including the writing down of the value of inventory or writing off of notes or accounts receivable; (h) Employee terminations or layoffs by Seller or a Subsidiary thereof (with respect to the Business or the Purchased Subsidiary); it being understood that termination of employees for poor performance or for cause shall not constitute a violation of this clause (h); (i) (i) grant of any Material Adverse Effect severance or termination pay to any Transferred Employee, except payments made pursuant to written agreements outstanding on the Company, Galaxy Mall, or IMIdate hereof and as disclosed in the Seller Disclosure Schedule, (ii) entering into any declarationemployment contract, setting aside or payment extension of any dividend onemployment offer, payment or other distribution (whether in cash, stock agreement to pay any bonus or property) in respect of special remuneration to any of the Company's, Galaxy Mall's director or IMI's capital stock, Transferred Employee or any purchase, redemption or other acquisition by the Company, Galaxy Mall, or IMI of any of Galaxy Mall's or IMI's capital stock, any other securities, or any options, warrants, calls or rights to acquire any such shares or other securities except for repurchases from employees following their termination pursuant to the terms of their pre-existing stock option or purchase agreements, (iii) any split, combination or reclassification of any of the Company's, Galaxy Mall or IMI's capital stock, (iv) any granting by the Company, Galaxy Mall or IMI of any increase in the salaries, wage, rates or other compensation of Transferred Employees, other than payments made pursuant to standard written agreements outstanding on the date hereof and disclosed in Schedule 4.9 or fringe benefits, except for normal increases of cash in compensation due to employee promotions in the ordinary course of business consistent with past practicepractices; (j) entering into of any Material Contract (including any strategic alliance, joint development or joint marketing agreement or any loan agreement or instrument), any termination, expiration, extension, amendment or modification of the terms of any Material Contract or any waiver, release or assignment of any material rights or claims thereunder, except in the ordinary course of business and consistent with past practices; (k) sale, lease, license or other disposition of any of the material assets or properties of Seller primarily related to the Business or of the Purchased Subsidiary, or creation of any payment Encumbrance on such assets or properties, except Permitted Encumbrances; (l) loan by the CompanyPurchased Subsidiary to any Person, Galaxy Mall or IMI incurrence by the Purchased Subsidiary of any bonusindebtedness for borrowed money, guarantee by the Purchased Subsidiary of any indebtedness, issuance or sale of any debt securities of the Purchased Subsidiary or purchase of or guaranteeing of any debt securities of others, except for bonuses made advances to Employees for travel and business expenses in the ordinary course of business and consistent with past practices; (m) waiver or release of any material right or claim of Seller primarily related to the Business or of the Purchased Subsidiary, except in the ordinary course of business and consistent with past practices; (n) to Seller’s Knowledge, commencement, or written notice or threat of commencement, of any lawsuit or proceeding against, or investigation of Seller, related to the Business or the Purchased Subsidiary or commencement or settlement of any litigation by Seller related to the Business or the Purchased Subsidiary; (o) (i) transfer or sale by Seller or the Purchased Subsidiary of any rights to any material Seller Intellectual Property or any Seller Registered Intellectual Property or the entering into of any license agreement (other than non-exclusive end-user license agreements entered into by Seller in the ordinary course of business consistent with past practice, or practices that do not include any granting by the Company, Galaxy Mall or IMI of any increase in severance or termination pay or any entry by the Company, Galaxy Mall or IMI into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company, Galaxy Mall or IMI of the nature contemplated hereby, (v) entry by the Company, Galaxy Mall or IMI into any licensing or other agreement with regard to the acquisition or disposition of any material Intellectual Property other than licenses, distribution agreements, advertising agreements, sponsorship agreements or merchant program agreements entered into in the ordinary course of business consistent with past practice, (vi) any amendment or consent rights with respect to source code), distribution agreement, reseller agreement, security agreement, assignment or other conveyance or option for any licensing agreement filed or required to be filed with of the SEC, (vii) any material change by the Company, Galaxy Mall, or IMI in its accounting methods, principles or practices, except as required by concurrent changes in GAAPforegoing, or (viiiii) any material revaluation change in pricing or royalties set or charged by any of Seller or the Company, Galaxy MallPurchased Subsidiary to their customers or licensees or to the Purchased Subsidiary; (p) agreement, or IMI modification to any agreement, pursuant to which any Person was granted marketing, distribution, development, manufacturing or similar rights of any of its assetstype or scope with respect to Seller Products, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable other than except in the ordinary course of business; (q) issuance, grant, delivery or sale (or authorization of the same) by the Purchased Subsidiary of any Subsidiary Securities; or (r) to Seller’s Knowledge, agreement by Seller or the Purchased Subsidiary, or any officer or Employees thereof, to do any of the things described in the preceding clauses (a) through (q) (other than negotiations with Purchaser and its representatives regarding the Transaction).

Absence of Changes. Except for the execution and delivery of this Agreement and the transactions to take place pursuant hereto on or prior to the Closing Date or as disclosed in Section 2.08 of the Disclosure Schedule, since (a) Since December 31, 19981996, except as ------------------ expressly contemplated by this Agreement or in Section 4 of the LRC Disclosure Letter, the business of LRC and its subsidiaries has been operated in the ordinary course consistent with past practices, and: (i) there has not been any material adverse change in the business, condition, assets, liabilities, operations or financial performance of LRC and its subsidiaries taken as a whole, and no event has occurred (iwhether or not covered by insurance) any that would reasonably be expected to have a Material Adverse Effect on the Company, Galaxy Mall, or IMI, LRC; (ii) any declarationnone of LRC or its subsidiaries has (x) declared, setting accrued, set aside or payment of paid any dividend on, or made any other distribution (whether in cash, stock or property) in respect of any shares of the Company's, Galaxy Mall's or IMI's capital stock, or (y) repurchased, redeemed or otherwise reacquired any purchase, redemption shares of capital stock or other acquisition by the Company, Galaxy Mall, or IMI of any of Galaxy Mall's or IMI's capital stock, any other securities, or any options, warrants, calls or rights to acquire any such shares or other securities except for repurchases from employees following their termination pursuant to the terms of their pre-existing stock option or purchase agreements, ; and (iii) there has been no amendment to the Certificate of Incorporation (other than the Charter Amendments described in Section 4.1), Bylaws or other charter or organizational documents of LRC or its subsidiaries, and none of LRC or its subsidiaries has effected or been a party to any recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction. (b) Since December 31, 1996 through the date of this Agreement: (i) none of LRC or its subsidiaries has effected or been a party to any merger, consolidation, share exchange, business combination or reclassification similar transaction, or has made any capital expenditure in any calendar month which, when added to all other capital expenditures made on behalf of LRC or its subsidiaries in such calendar month results in such capital expenditures exceeding $5,000,000 in the aggregate; (ii) none of LRC or its subsidiaries has entered any of the Company's, Galaxy Mall or IMI's capital stock, (iv) any granting by the Company, Galaxy Mall or IMI of any increase in compensation or fringe benefits, except for normal increases of cash compensation material agreement other than in the ordinary course of business consistent with past practiceand as made available to OSI, nor has there occurred any amendment or termination of, or default under, any payment material agreement to which LRC or any of its subsidiaries is a party or by the Companywhich it is bound which would result in a Material Adverse Effect on LRC; (iii) none of LRC or its subsidiaries has written off as uncollectible, Galaxy Mall or IMI established any extraordinary reserve with respect to, any material amount of accounts receivable or other indebtedness; (iv) none of LRC or its subsidiaries has incurred or guaranteed any indebtedness for borrowed money, or made any pledge of any bonusof its assets or otherwise permitted any of its assets to become subject to any lien, claim or encumbrance except for bonuses encumbrances of assets made in the ordinary course of business and consistent with past practice, or any granting by the Company, Galaxy Mall or IMI of any increase in severance or termination pay or any entry by the Company, Galaxy Mall or IMI into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company, Galaxy Mall or IMI of the nature contemplated hereby, practices; (v) entry by the Companynone of LRC or its subsidiaries has (x) established or adopted any employee benefit plan, Galaxy Mall (y) caused or IMI into permitted any licensing employee benefit plan or other agreement with regard rights or agreements granted thereunder to the acquisition or disposition of be amended in any material Intellectual Property other than licensesrespect, distribution agreementsor (z) except for bonus, advertising agreements, sponsorship agreements or merchant program agreements entered into profit-sharing and similar payments made in the ordinary course of business and consistent with past practicepractices, paid any bonus or made any profit-sharing or similar payment to, materially increased the amount of commissions payable to, or materially increased the amount of the wages, salary, fringe benefits or other compensation or remuneration payable to, any of its directors, officers or employees; (vi) none of LRC or its subsidiaries has changed any amendment of its methods of accounting or consent with respect to accounting practices in any licensing agreement filed or required to be filed with the SEC, material respect; (vii) none of LRC or its subsidiaries has made any material change by the Company, Galaxy Mall, or IMI in its accounting methods, principles or practices, except as required by concurrent changes in GAAP, or Tax election; (viii) none of LRC or its subsidiaries has commenced, settled or received a notice or threat of any material revaluation by lawsuit or proceeding (including without limitation any claim involving Intellectual Property) or governmental investigation of LRC or its subsidiaries; and (ix) none of LRC or its subsidiaries has agreed or committed to take any of the Company, Galaxy Mall, or IMI of any of its assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable other than actions referred to in the ordinary course of businessclauses (i) through (viii) above.

Absence of Changes. Except for the execution and delivery of this Agreement and the transactions to take place pursuant hereto on or prior to the Closing Date or as disclosed in Section 2.08 of the Disclosure Schedule, since (a) Since December 31, 19982006 (the “2006 Year End Balance Sheet Date”), there has not been any occurrence in which the Acquired Entities has suffered any material damage, destruction or loss with respect to the assets of any Acquired Entity or Hospital. (b) Except as set forth on Schedule 4.7(b), since the 2006 Year End Balance Sheet Date, except for the transactions contemplated hereby, there has not been any transaction or occurrence in which any of the Acquired Entities, has: (i) any suffered a Business Material Adverse Effect on and the Company, Galaxy Mall, Company does not have Knowledge of any fact or IMI, circumstance reasonably likely to cause a Business Material Adverse Effect; (ii) determined as collectible any declaration, setting aside account receivable or payment of any dividend onportion thereof which was previously considered uncollectible, or other distribution (whether in cash, stock or property) in respect of written off as uncollectible any of the Company's, Galaxy Mall's or IMI's capital stock, account receivable or any purchase, redemption or other acquisition by the Company, Galaxy Mall, or IMI of any of Galaxy Mall's or IMI's capital stock, any other securities, or any options, warrants, calls or rights to acquire any such shares or other securities except for repurchases from employees following their termination pursuant to the terms of their pre-existing stock option or purchase agreements, (iii) any split, combination or reclassification of any of the Company's, Galaxy Mall or IMI's capital stock, (iv) any granting by the Company, Galaxy Mall or IMI of any increase in compensation or fringe benefitsportion thereof, except for normal increases of cash compensation write-downs, write-ups, and write-offs in the ordinary course of business consistent with past practice, business; (iii) disposed of or permitted to lapse any payment by material right to the Company, Galaxy Mall or IMI use of any bonusIntellectual Property; (iv) sold, transferred or otherwise removed or disposed of any assets of the Hospitals except for bonuses made in the ordinary course of business consistent with past practice, business; (v) granted or incurred any granting by the Company, Galaxy Mall or IMI of obligation for any increase in severance or termination pay or the compensation of any entry employee who is employed by the Company, Galaxy Mall or IMI into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company, Galaxy Mall or IMI of the nature contemplated herebyAcquired Entities (including any increase pursuant to any bonus, (v) entry by the Companyinsurance pension, Galaxy Mall or IMI into any licensing profit-sharing, retirement, or other agreement with regard to the acquisition plan or disposition of any material Intellectual Property other than licenses, distribution agreements, advertising agreements, sponsorship agreements or merchant program agreements entered into commitment) except in the ordinary course of business consistent with past practice, business; (vi) made any amendment material change in any method of accounting or consent with respect to any licensing agreement filed accounting principle, practice, or required to be filed with the SEC, policy; (vii) terminated or amended any material change by the CompanyMaterial Contract, Galaxy MallLease or other agreement to which any Acquired Entity is a party, or IMI in its accounting methods, principles or practices, except as required by concurrent changes in GAAP, or (viii) any material revaluation by any of the Company, Galaxy Mall, or IMI of any of its assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable other than in the ordinary course of business; (viii) had a Governmental Authority revoke, cancel, rescind, modify or refuse to renew any Material Permit of such Acquired Entity; (ix) mortgaged, pledged or imposed any lien or encumbrance on the assets of any Acquired Entity in excess of $25,000 in the aggregate; (x) initiated or settled any Proceeding before any court or Governmental Authority; (xi) taken any other action neither in the ordinary course of business nor provided for in this Agreement; or (xii) agreed, so as to legally bind Holdings, Sub or the Acquired Entities, whether in writing or otherwise, to take any of the actions set forth in this Section 4.7(b) and not otherwise permitted by this Agreement. (c) Except as set forth on Schedule 4.7(c), since the 2006 Year End Balance Sheet Date, except for the transactions contemplated hereby: (i) none of the Acquired Entities has amended its respective Constituent Documents; (ii) there has been no change in the number or amount of authorized or issued capital stock of any of the Acquired Entities; nor has any other equity security of any kind been granted or issued by any of the Acquired Entities; nor has the Company entered into or permitted any of the Acquired Subsidiaries to enter into any other agreement with respect to any equity security of the Acquired Entities; (iii) the Company has not declared or paid dividends or made any other distributions in respect of the Company Shares; (iv) the Acquired Entities have not made or entered into any commitment to make any capital expenditure at the Hospitals or otherwise on behalf of such Acquired Entities in an aggregate amount greater than $25,000; (v) the Acquired Entities have not (A) incurred any indebtedness for borrowed money, other than intercompany indebtedness which will be paid in full and terminated at Closing in accordance with Section 6.7 hereof; (B) assumed, guaranteed, endorsed or otherwise become liable or responsible for the obligations of any Person other than another Acquired Entity; (C) made any loans, advances or capital contributions to, or investments in, any Person other than another Acquired Entity, other than intercompany loans which will be forgiven at Closing in accordance with Section 6.7 hereof; or (D) made any commitments to do any of the foregoing; (vi) the Acquired Entities have maintained the insurance for the Hospitals and the Business in full force and effect; (vii) no Acquired Entity has agreed, whether in writing or otherwise, to take any of the actions set forth above or described in Section 4.7(b) and not otherwise permitted by this Agreement.

Absence of Changes. Except for Since the execution and delivery of this Agreement and the transactions to take place pursuant hereto on or prior to the Closing Date or as disclosed in Section 2.08 of the Disclosure ScheduleCompany Statement Date, since December 31, 1998, there each Group Company has not been (i) any Material Adverse Effect on operated its business in the Company, Galaxy Mall, or IMIordinary course consistent with past practice, (ii) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of any of the Company's, Galaxy Mall's or IMI's capital stock, or any purchase, redemption or other acquisition by the Company, Galaxy Mall, or IMI of any of Galaxy Mall's or IMI's capital stock, any other securities, or any options, warrants, calls or rights used its commercially reasonable best efforts to acquire any such shares or other securities except for repurchases from employees following their termination pursuant to the terms of their pre-existing stock option or purchase agreementspreserve business, (iii) any split, combination or reclassification of any of the Company's, Galaxy Mall or IMI's capital stock, (iv) any granting by the Company, Galaxy Mall or IMI of any increase in compensation or fringe benefits, except for normal increases of cash compensation collected receivables and paid payables and similar obligations in the ordinary course of business consistent with past practice, and (iv) not engaged in any new line of business or entered into any payment by the Companymaterial agreement, Galaxy Mall transaction or IMI of activity or made any bonus, commitment except for bonuses made those in the ordinary course of business consistent with past practice. Since the Company Statement Date, there has not been any Company Material Adverse Effect, or as contemplated under the Transaction Documents any material change in the way any Group Company conducts its business, and there has not been, occurred or arisen: (a) any purchase, acquisition, sale, lease, disposal of or other transfer of or changes in any assets, whether tangible or intangible, other than the purchase or sale of assets in the ordinary course of business; (b) any acquisition (by merger, consolidation or other combination, or acquisition of stock or assets, or otherwise) of any business or other Person or division thereof, or any granting by the Company, Galaxy Mall or IMI of any increase in severance or termination pay or any entry by the Company, Galaxy Mall or IMI into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company, Galaxy Mall or IMI of the nature contemplated hereby, (v) entry by the Company, Galaxy Mall or IMI into any licensing or other agreement with regard to the acquisition sale or disposition of any business or division thereof; (c) any waiver, termination, cancellation, settlement or compromise by a Group Company of a right, debt or claim owed to it with an amount of loss no less than US$100,000 to the extent that such loss is quantifiable; (d) any incurrence, creation, assumption, repayment, satisfaction, or discharge of (A) any material Intellectual Property Lien (other than licensesPermitted Liens) or (B) any Indebtedness or guarantee, distribution agreements, advertising agreements, sponsorship agreements or merchant program agreements entered into the making of any loan or advance (other than reasonable and normal advances to employees for bona fide expenses that are incurred in the ordinary course of business consistent with its past practice), or the making of any investment or capital contribution; (vie) any material amendment to or consent termination of any Material Contract, any entering of any new Contract that would have been a Material Contract if in effect on the date hereof, or any amendment to or waiver under any Charter Document; (f) any change in any compensation arrangement or Contract with any employee of any Group Company, or adoption of any new Benefit Plan, or any material change in any existing Benefit Plan; (g) any declaration, setting aside or payment or other distribution in respect of any Equity Securities of any Group Company, or any issuance, transfer, redemption, purchase or acquisition of any Equity Securities by any Group Company; (h) any damage, destruction or loss to the properties or assets of any licensing agreement filed Group Company, whether or required to be filed with the SEC, not covered by insurance valued at an amount higher than US$100,000; (viii) any material change by the Company, Galaxy Mall, in accounting methods or IMI in its accounting methods, principles practices or practices, except as required by concurrent changes in GAAP, or (viii) any material revaluation by any of the Company, Galaxy Mall, or IMI of any of its assets; (j) any change in the approved or registered business scope of any Group Company or any change to any Consent or permits held by such Group Company; (k) any commencement or settlement of any Action; (l) any authorization, includingsale, without limitationissuance, writing down the value transfer, pledge or other disposition of capitalized inventory any Equity Securities of any Group Company; (m) any resignation or writing off notes or accounts receivable termination of any Key Employee; (n) any transaction with any Related Party (other than as previously contracted); (o) any making, change or revocation of any material Tax election, any entry into any closing agreement or settlement or compromise of any audit, claim, assessment or dispute for Taxes, consent to any extension or waiver of the limitation period applicable to any claim or assessment in respect of any Taxes, any change (or request to any Tax authority to change) of any accounting period or method of accounting of any Group Company for Tax purposes; (p) any adoption of, resolution to approve or petition or similar proceeding or order in relation to, a plan of complete or partial liquidation, bankruptcy, dissolution, scheme of arrangement, merger, consolidation, restructuring, recapitalization or other reorganization of any Group Company; (q) any receiver, trustee, administrator or other similar Person appointed in relation to the ordinary course affairs of businessany Group Company or its property; or (r) any agreement or commitment to do any of the foregoing.

Absence of Changes. (a) Except for the execution and delivery of as otherwise disclosed in this Agreement and or the transactions to take place pursuant hereto on exhibits or prior to the Closing Date or as disclosed in Section 2.08 of the Disclosure Scheduleschedules hereto, since December 31, 19982006 and through the Closing Date, except as set forth in Section 4.16(a) of the Disclosure Letter, Seller and its Subsidiaries have conducted the Business in the ordinary course, consistent with past practices and there has not been, occurred or arisen any Business Material Adverse Effect. (b) Except as otherwise disclosed in this Agreement or the exhibits or schedules hereto, since December 31, 2006 and through the date of this Agreement, except as set forth in Section 4.16(b) of the Disclosure Letter, there has not been been, occurred or arisen: (i) any Material Adverse Effect on the Company, Galaxy Mall, or IMI, (ii) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect revaluation of any of the Company'sPurchased Assets; (ii) the entry by Seller or any Other Seller into any material commitment or material transaction with respect to the Business or Purchased Assets, Galaxy Mall's including incurring or IMI's agreeing to incur capital stockexpenditures or obligations in excess of, or any purchaseentry into any lease obligations with payments in excess of, redemption with respect to all of the foregoing, $100,000 per item or other acquisition by $500,000 in the Company, Galaxy Mall, or IMI of any of Galaxy Mall's or IMI's capital stock, any other securities, or any options, warrants, calls or rights to acquire any such shares or other securities except for repurchases from employees following their termination pursuant to the terms of their pre-existing stock option or purchase agreements, aggregate; (iii) any splitmaterial breach or default (or event that with notice or lapse of time would constitute a breach or default), combination termination, or reclassification of threatened termination under any of the Company's, Galaxy Mall or IMI's capital stock, Assumed Material Contract; (iv) any granting by change in accounting methods, principles, or practices relating in any way to the CompanyBusiness; (v) any sale, Galaxy Mall assignment, conveyance, or IMI other transfer (including within Seller’s and its Subsidiaries’ organization) of any increase asset used in compensation or fringe benefitsthe Business, except for normal increases of cash compensation at fair market value in the ordinary course of business consistent with past practice, or any payment by the Company, Galaxy Mall or IMI to third parties that are not Affiliates of any bonus, except for bonuses made in the ordinary course of business consistent with past practice, or any granting by the Company, Galaxy Mall or IMI of any increase in severance or termination pay or any entry by the Company, Galaxy Mall or IMI into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company, Galaxy Mall or IMI of the nature contemplated hereby, (v) entry by the Company, Galaxy Mall or IMI into any licensing or other agreement with regard to the acquisition or disposition of any material Intellectual Property other than licenses, distribution agreements, advertising agreements, sponsorship agreements or merchant program agreements entered into in the ordinary course of business consistent with past practice, Seller; (vi) any amendment waiver of any material rights related to the Business or consent with respect to any licensing agreement filed or required to be filed with the SEC, Purchased Assets; (vii) any material change increase in the compensation payable or to become payable by the Company, Galaxy Mall, Seller or IMI in its accounting methods, principles or practices, except as required by concurrent changes in GAAP, or any Other Seller to any Transferred Employee; (viii) any increase in any employee benefit plan, payment or arrangement for any Transferred Employee; (ix) any material revaluation by any increase in indebtedness of the CompanyBusiness; or (x) any agreement, Galaxy Mallarrangement, or IMI understanding to do, or resulting in any, of any of its assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable other than in the ordinary course of businessforegoing.

Absence of Changes. Except for the execution and delivery performance of this Agreement and the discussions, negotiations and transactions to take place pursuant hereto on or prior to the Closing Date or related thereto and any COVID-19 Measures and except as disclosed in Section 2.08 3.6 of the DouYu Disclosure Schedule, since December 31June 30, 19982020 (the “Review Date”), DouYu and its Subsidiaries have conducted their respective businesses in all material respects in the ordinary course of business consistent with past practice and there has not been been: (a) any circumstance, event, occurrence or development which has had, or would reasonably be expected to have, individually or in the aggregate, a DouYu Material Adverse Effect; (i) any Material Adverse Effect on the Company, Galaxy Mall, or IMI, (ii) any declaration, setting aside or payment of any dividend on, or other distribution with respect to any share capital of DouYu or any of its Subsidiaries (whether in cashexcept for dividends or other distributions by any Subsidiary to DouYu or to any wholly-owned Subsidiary of DouYu) or (ii) any redemption, stock repurchase or property) in respect other acquisition of any share capital of DouYu or any of its Subsidiaries, other than the Company'spayment of DouYu Closing Dividend pursuant to Section 7.16(b); (c) any material change in any method of accounting or accounting practice by DouYu or any of its Subsidiaries; (d) any making or revocation of any material Tax election, Galaxy Mall's any settlement or IMI's capital stockcompromise of any material Tax liability, or any purchase, redemption change (or other acquisition by request to any Taxing Authority to change) any material aspect of the Company, Galaxy Mall, method of accounting of DouYu or IMI of any of Galaxy Mall's or IMI's capital stock, any other securities, or any options, warrants, calls or rights to acquire any such shares or other securities its Subsidiaries for Tax purposes; (e) except for repurchases from employees following their termination pursuant to the terms of their pre-existing stock option extent required by applicable Law or purchase agreementsotherwise contemplated in this Agreement, (iii) any split, combination or reclassification of any of the Company's, Galaxy Mall or IMI's capital stock, (iv) any granting by the Company, Galaxy Mall or IMI of any increase in the compensation or fringe benefitsbenefits payable or to become payable to any of its directors, officers or employees (except for normal increases of cash compensation for non-officer employees in the ordinary course of business and consistent with past practice); (f) except to the extent required by applicable Law or otherwise contemplated in this Agreement, (i) any establishment, adoption, entry into, termination or any payment by the Company, Galaxy Mall or IMI amendment of any bonus, except profit sharing, equity, thrift, pension, retirement, deferred compensation, compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for bonuses made the benefit or welfare of any director, officer or employee, (ii) any grant or increase in any severance, change in control, termination or similar compensation or benefits payable to any director, officer or employee, or (iii) any acceleration of the time of payment or vesting of, or the lapsing of restrictions with respect to, or any funding or otherwise securing the payment of, any compensation or benefits payable or to become payable to any director, officer or employee under any benefit or compensation plan, agreement or arrangement; (g) any amendment to the DouYu Memorandum and Articles of Association or any similar governing instrument of any of the Subsidiaries of DouYu or any amendment to or termination of any of the DouYu VIE Contracts; (h) any incurrence of material indebtedness for borrowed money (other than short term debt incurred in the ordinary course of business and consistent with past practice, ) or any granting by the Company, Galaxy Mall or IMI guarantee of any increase in severance or termination pay such indebtedness for another Person (other than wholly-owned Subsidiaries of DouYu) or any entry by the Companyissue or sale of debt securities, Galaxy Mall warrants or IMI into other rights to acquire any currently effective employment, severance, termination or indemnification agreement debt security of DouYu or any agreement the benefits of which are contingent its Subsidiaries; (i) any adoption of, resolution to approve or the terms petition or similar proceeding or order in relation to, a plan of which are materially altered upon the occurrence complete or partial liquidation, dissolution, scheme of a transaction involving the Companyarrangement, Galaxy Mall or IMI of the nature contemplated herebymerger, (v) entry by the Companyconsolidation, Galaxy Mall or IMI into any licensing restructuring, recapitalization or other agreement with regard reorganization of DouYu or any of its Subsidiaries; (j) any receiver, trustee, administrator or other similar Person appointed in relation to the acquisition affairs of DouYu or disposition of its property or any material Intellectual Property other than licenses, distribution agreements, advertising agreements, sponsorship agreements or merchant program agreements entered into in the ordinary course of business consistent with past practice, part thereof; or (vik) any amendment or consent with respect agreement to any licensing agreement filed or required to be filed with the SEC, (vii) any material change by the Company, Galaxy Mall, or IMI in its accounting methods, principles or practices, except as required by concurrent changes in GAAP, or (viii) any material revaluation by do any of the Company, Galaxy Mall, or IMI of any of its assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable other than in the ordinary course of businessforegoing .

Absence of Changes. Except for Since September 30, 2008, except as set out in the execution New Gold Disclosure Memorandum, the New Gold Public Disclosure Documents or expressly contemplated by this Agreement: (i) New Gold and delivery of this Agreement and the transactions to take place pursuant hereto on or prior to the Closing Date or as disclosed in Section 2.08 each of the Disclosure ScheduleNew Gold Material Subsidiaries has conducted its business only in the ordinary and regular course of business consistent with past practice; (ii) New Gold has not incurred or suffered a Material Adverse Effect; (iii) New Gold has not effected any amendment to, since December 31or proposed to amend, 1998, its articles or bylaws; (iv) there has not been (i) any Material Adverse Effect on acquisition or agreement to acquire by amalgamating, merging, consolidating or entering into a business combination with, purchasing substantially all the Companyassets of or otherwise acquiring, Galaxy Mallany business or any corporation, or IMIpartnership, (ii) any declaration, setting aside or payment of any dividend on, association or other distribution business organization or division thereof, which transaction would be material to New Gold; (whether in cashv) there has not been any sale, stock lease, transfer, mortgage, hypothecation or property) in respect other disposition of any of its assets or properties, real, personal or mixed, immovable or movable (including securities), that are material, individually or in the Company'saggregate, Galaxy Mall's or IMI's capital stock, or any purchase, redemption or to New Gold; (vi) other acquisition by the Company, Galaxy Mall, or IMI of any of Galaxy Mall's or IMI's capital stock, any other securities, or any options, warrants, calls or rights to acquire any such shares or other securities except for repurchases from employees following their termination pursuant to the terms of their pre-existing stock option or purchase agreements, (iii) any split, combination or reclassification of any of the Company's, Galaxy Mall or IMI's capital stock, (iv) any granting by the Company, Galaxy Mall or IMI of any increase in compensation or fringe benefits, except for normal increases of cash compensation than in the ordinary and regular course of business consistent with past practice, there has not been any incurrence, assumption or guarantee by New Gold or any payment by of the Company, Galaxy Mall or IMI New Gold Material Subsidiaries of any bonusdebt for borrowed money, except for bonuses any creation or assumption by New Gold or any of the New Gold Material Subsidiaries of any Encumbrance, any making by New Gold or any of the New Gold Material Subsidiaries or of any loan, advance or capital contribution to or investment in any other person (other than: (a) loans and advances in an aggregate amount that does not exceed $750,000 outstanding at any time; and (b) loans made to other New Gold Material Subsidiaries) or any entering into, amendment of, relinquishment, termination or non-renewal by New Gold or any of the New Gold Material Subsidiaries of any contract, agreement, licence, lease transaction, commitment or other right or obligation that would, individually or in the aggregate, have a Material Adverse Effect on New Gold; (vii) other than in the ordinary and regular course of business consistent with past practice, there has not been, nor has New Gold or any granting New Gold Material Subsidiary agreed to, any material increase in or modification of the compensation payable to or to become payable by the CompanyNew Gold or any New Gold Material Subsidiary to any of their respective directors, Galaxy Mall officers, employees or IMI consultants or any grant to any such director, officer, employee or consultant of any increase in severance or termination pay or any entry by increase or modification of any bonus, pension, insurance or benefit arrangement (including, without limitation, the Companygranting of New Gold Options pursuant to the New Gold Option Plan) made to, Galaxy Mall for or IMI into with any currently effective employmentof such directors or officers; (viii) New Gold has not effected or passed any resolution or agreed to any subdivision, severanceconsolidation, termination or indemnification agreement redemption, purchase, offer to purchase or any agreement the benefits other acquisition or reclassification of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company, Galaxy Mall or IMI any of the nature contemplated herebyoutstanding New Gold Common Shares, (v) entry by the Company, Galaxy Mall declaration or IMI into any licensing or other agreement with regard to the acquisition or disposition payment of any material Intellectual Property dividends on or making of other than licensesdistributions (whether in cash, distribution agreementsshares or property, advertising agreements, sponsorship agreements or merchant program agreements entered into any combination thereof) or reduction in the ordinary course stated capital in respect of business consistent with past practice, its shares; (viix) any amendment or consent with respect to any licensing agreement filed or required to be filed with the SEC, (vii) New Gold has not effected any material change by the Company, Galaxy Mall, or IMI in its accounting methods, principles or practices, except as required by concurrent changes in GAAP, or ; and (viiix) any material revaluation by neither New Gold nor any of the Company, Galaxy MallNew Gold Material Subsidiaries has not adopted any, or IMI of any of its assetsmaterially amended any, includingcollective bargaining agreement, without limitationbonus, writing down the value of capitalized inventory pension, profit sharing, stock purchase, stock option or writing off notes other benefit plan or accounts receivable other than in the ordinary course of businessshareholder rights plan.

Absence of Changes. Except for the execution and delivery of this Agreement and the transactions to take place pursuant hereto on or prior Since March 31, 2003, Seller has not with respect to the Closing Date Assets and/or the Business: (a) borrowed or agreed to borrow any funds or incurred, or become subject to, any Liability for borrowed money, or issued any note, bond or other debt security, or guaranteed any indebtedness for borrowed money or capitalized lease obligation, except Liabilities incurred in the Ordinary Course of Business, none of which would reasonably be expected to result in an impact greater than One Hundred Thousand Dollars ($100,000); (b) paid any Liability other than Liabilities in the Ordinary Course of Business; (c) except as disclosed in Section 2.08 shown on SECTION 2.2(d) of the Disclosure ScheduleSchedules, since December 31sold, 1998transferred or otherwise disposed of, there has not been or agreed to sell, transfer or otherwise dispose of any of Real Property, Equipment or any other Assets, or cancelled or otherwise terminated, or agreed to cancel or otherwise terminate, other than in the Ordinary Course of Business, any Permits; (d) except in the Ordinary Course of Business, entered into any agreement, lease or license (or series of related agreements, contracts, leases and licenses) or made or permitted any material amendment to or termination, acceleration, modification or cancellation of any Contract or breached any provision of any Contract; (e) merged or consolidated with any other Person; (f) mortgaged, pledged or subjected to any Encumbrance any of the Assets or any other assets or properties of the Seller; (g) made any capital expenditure (or series of related capital expenditures) either (x) involving more than One Hundred Thousand Dollars ($100,000) or (y) outside the Ordinary Course of Business; (h) made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans and acquisitions); (i) delayed or postponed the payment of accounts payable and other Liabilities outside the Ordinary Course of Business; (j) cancelled, compromised, waived or released any Material Adverse Effect on the Companyright or claim (or series of related rights and claims) involving more than One Hundred Thousand Dollars ($100,000); (k) except for contracts of employment at will, Galaxy Mallentered into any employment contract or collective bargaining agreement, written or oral, or IMI, (ii) any declaration, setting aside or payment modified the terms of any dividend onexisting such contract; (l) except in the Ordinary Course of Business, adopted, amended, modified or terminated any bonus, profit-sharing, incentive, severance or other distribution (whether in cashcompensatory plan, stock contract or property) in respect commitment for the benefit of any of the Company'sdirectors, Galaxy Mall's or IMI's capital stockofficers and Employees of the Seller, or any purchase, redemption or other acquisition by the Company, Galaxy Mall, or IMI of any of Galaxy Mall's or IMI's capital stock, any other securities, or any options, warrants, calls or rights to acquire taken any such shares or other securities except for repurchases from employees following their termination pursuant to the terms of their pre-existing stock option or purchase agreements, (iii) any split, combination or reclassification of any of the Company's, Galaxy Mall or IMI's capital stock, (iv) any granting by the Company, Galaxy Mall or IMI of any increase in compensation or fringe benefits, except for normal increases of cash compensation in the ordinary course of business consistent with past practice, or any payment by the Company, Galaxy Mall or IMI of any bonus, except for bonuses made in the ordinary course of business consistent with past practice, or any granting by the Company, Galaxy Mall or IMI of any increase in severance or termination pay or any entry by the Company, Galaxy Mall or IMI into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company, Galaxy Mall or IMI of the nature contemplated hereby, (v) entry by the Company, Galaxy Mall or IMI into any licensing or other agreement with regard to the acquisition or disposition of any material Intellectual Property other than licenses, distribution agreements, advertising agreements, sponsorship agreements or merchant program agreements entered into in the ordinary course of business consistent with past practice, (vi) any amendment or consent action with respect to any licensing agreement filed other Employee Benefit Plan; (m) made any other change in employment terms for any of the directors, officers and Employees of the Seller outside the Ordinary Course of Business; (n) suffered any damage, destruction or required loss, whether or not covered by insurance, that has had or would reasonably be expected to be filed with the SEC, have a Material Adverse Effect; (viio) implemented or adopted any material change by the Company, Galaxy Mall, or IMI in its accounting methods, methods or principles or practicesthe application thereof; (p) amended any of its Organizational Documents; (q) received notice of any termination of any Contract to which Seller is a party; or (r) entered into any agreement, except as required by concurrent changes in GAAP, arrangement or (viii) any material revaluation by understanding with respect to any of the Company, Galaxy Mall, or IMI of any of its assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable other than in the ordinary course of businessforegoing.

Absence of Changes. Except for the execution and delivery of this Agreement and the transactions to take place pursuant hereto on or prior to the Closing Date or as disclosed set forth in Section 2.08 of the Disclosure ScheduleSchedule 3.13, since December 31, 19982007 (other than respect to the Canadian Sub), and since May 31, 2009 with respect to the Canadian Sub, to FTFC’s Knowledge, (i) Seller and each its Affiliates (x) have conducted the Business only in the Ordinary Course, and (y) the Business has not experienced any event or condition, and to Seller’s Knowledge or FTFC’s Knowledge (in the case of FTFC, only with respect to the Canadian Sub), no event or condition is threatened, that would, individually or in the aggregate, have a Material Adverse Effect, (ii) none of the actions or events prohibited or circumscribed by Section 5.2 has been taken or has occurred, except as permitted by this Agreement, (iii) neither FTFC nor the Seller has transferred, leased or otherwise disposed of any of the assets or properties of the Business or acquired any assets or properties for the Business, other than in each case in the Ordinary Course or as permitted by this Agreement, (iv) there has not been (i) any Material Adverse Effect change by any of Seller or its Affiliates or FTFC in accounting or Tax reporting principles, methods or policies that would have the effect of increasing the Tax liability for the Companies, the Canadian Sub or CMC LLC for any period ending after the Closing Date or decreasing any Tax attribute existing on the CompanyClosing Date, Galaxy Mall, or IMI, (ii) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of any of the Company's, Galaxy Mall's or IMI's capital stock, or any purchase, redemption or other acquisition by the Company, Galaxy Mall, or IMI of any of Galaxy Mall's or IMI's capital stock, any other securities, or any options, warrants, calls or rights to acquire any such shares or other securities except for repurchases from employees following their termination pursuant to the terms of their pre-existing stock option or purchase agreements, (iii) any split, combination or reclassification of any of the Company's, Galaxy Mall or IMI's capital stock, (iv) any granting by the Company, Galaxy Mall or IMI of any increase in compensation or fringe benefits, except for normal increases of cash compensation in the ordinary course of business consistent with past practice, or any payment by the Company, Galaxy Mall or IMI of any bonus, except for bonuses made in the ordinary course of business consistent with past practice, or any granting by the Company, Galaxy Mall or IMI of any increase in severance or termination pay or any entry by the Company, Galaxy Mall or IMI into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company, Galaxy Mall or IMI of the nature contemplated hereby, and (v) entry by the Company, Galaxy Mall neither Seller nor FTFC has made or IMI into rescinded any licensing election relating to Taxes or other agreement with regard settled or to the acquisition Seller’s Knowledge or disposition of any material Intellectual Property other than licenses, distribution agreements, advertising agreements, sponsorship agreements or merchant program agreements entered into FTFC’s Knowledge (in the ordinary course case of business consistent with past practiceFTFC, (vi) any amendment or consent only with respect to the Canadian Sub) compromised any licensing agreement filed claim, action, suit, litigation, Legal Proceeding, arbitration, investigation, audit or required controversy relating to be filed with Taxes that would have the SECeffect of increasing the Tax liability for the Companies, (vii) the Canadian Sub or CMC LLC for any material change by period ending after the Company, Galaxy Mall, Closing Date or IMI in its accounting methods, principles or practices, except as required by concurrent changes in GAAP, or (viii) decreasing any material revaluation by any of Tax attribute existing on the Company, Galaxy Mall, or IMI of any of its assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable other than in the ordinary course of businessClosing Date.

Absence of Changes. Except for the execution and delivery of this Agreement and the transactions to take place pursuant hereto on or prior to the Closing Date or as disclosed in Section 2.08 of the Disclosure ScheduleSince January 1, since December 31, 1998, there has not been (i) any Material Adverse Effect on the Company, Galaxy Mall, or IMI2019, (iia) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of any of Seller has conducted the Company's, Galaxy Mall's or IMI's capital stock, or any purchase, redemption or other acquisition by the Company, Galaxy Mall, or IMI of any of Galaxy Mall's or IMI's capital stock, any other securities, or any options, warrants, calls or rights to acquire any such shares or other securities except for repurchases from employees following their termination pursuant to the terms of their pre-existing stock option or purchase agreements, (iii) any split, combination or reclassification of any of the Company's, Galaxy Mall or IMI's capital stock, (iv) any granting by the Company, Galaxy Mall or IMI of any increase in compensation or fringe benefits, except for normal increases of cash compensation Business in the ordinary course of business consistent with past practicepractices, (b) no change, event, development, effect or circumstance has occurred or arisen that, either individually or in the aggregate, has had, or would reasonably be expected to have in the future, a Material Adverse Effect, and (c) Seller has not done, caused or permitted any payment by of the Company, Galaxy Mall or IMI following: (a) made any material change in the conduct of any bonusthe Business, except for bonuses made changes that are in the ordinary course of business consistent or not inconsistent in material respects with past practice; (b) entered into, amended, renewed, extended, terminated or assigned in a material manner or taken any action that would constitute (or omitted to take any action where such omission would constitute) a violation of or default under, or any granting by the Company, Galaxy Mall waived or IMI of any increase in severance or termination pay or any entry by the Company, Galaxy Mall or IMI into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company, Galaxy Mall or IMI of the nature contemplated hereby, (v) entry by the Company, Galaxy Mall or IMI into any licensing or other agreement with regard to the acquisition or disposition of released any material Intellectual Property other than licensesrights under, distribution agreements, advertising agreements, sponsorship agreements or merchant program agreements entered into in the ordinary course of business consistent with past practice, (vi) any amendment or consent with respect to any licensing agreement filed or required to be filed with the SEC, (vii) any material change by the Company, Galaxy Mall, or IMI in its accounting methods, principles or practices, except as required by concurrent changes in GAAP, or (viii) any material revaluation by any of the CompanyPurchased Contracts or any contracts related to the Business that would otherwise constitute a Purchased Contract, Galaxy Mall, or IMI of any of its assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable other than in the ordinary course of business; (c) taken any action that has materially impaired or would reasonably be expected to materially impair, or omitted to take any commercially reasonable action where such omission has materially impaired or would reasonably be expected to materially impair, the value or utility of the Business or any of the Purchased Assets; (d) adopted or amended any Plan, except in each case (i) as required under ERISA or other applicable Law or (ii) any adoption or amendment that is generally applicable to all employees of Seller; (e) entered into any new Material Contract pursuant to Sections 2.12(a)(v), 2.12(a)(vi), or 2.12(a)(vii); (f) sold, leased, subleased, mortgaged, pledged, licensed, assigned, transferred, conveyed, disposed of or granted to any Person any interest in any Purchased Asset or in any assets that would otherwise constitute a Purchased Asset, or otherwise encumbered or disposed of any of such assets other than in the ordinary course of business; (g) changed any financial accounting method used by it relating to the Business, unless required by GAAP, applicable Law, or recommended by independent auditors; or (h) agreed to take any of the foregoing actions or to suffer any of the foregoing omissions.

Absence of Changes. Except for Since December 31, 2021: (a) the execution Company and delivery each Company Subsidiary has conducted its business only in the ordinary and regular course of this Agreement and the transactions to take place pursuant hereto on or prior to the Closing Date or business; (b) except as disclosed in Section 2.08 the Company Disclosure Letter, there has not occurred, and there exists no change, event, occurrence or state of facts which has had or is reasonably likely to have, a Material Adverse Effect with respect to the Company; (c) except as disclosed in the Company Disclosure Schedule, since December 31, 1998Letter, there has not been any acquisition or sale or any agreement for the acquisition or sale by the Company or any Company Subsidiary of any material property or assets thereof; (d) other than in the ordinary and regular course of business and except as disclosed in the Company Disclosure Letter, there has not been: (A) any creation, incurrence, assumption or guarantee by the Company or any of the Company Subsidiaries of any (i) Liability, Encumbrance or any other obligation of any nature, or (ii) Financial Indebtedness; (B) any making by the Company or any Company Subsidiary of any loan, advance or capital contribution to or investment in any other Person (other than loans made to other Company Subsidiaries); (C) any entering into, amendment of, relinquishment, termination or non-renewal by the Company or any of the Company Subsidiaries, of any Contract or other right or obligation that would, individually or in the aggregate, which has had, or is reasonably likely to have, a Material Adverse Effect on the Company; (e) except as disclosed in the Company Disclosure Letter, Galaxy Mallneither the Company nor any Company Subsidiary has entered into, amended, relinquished, terminated or IMIlet lapse any Company Material Contract; (f) except as disclosed in the Company Disclosure Letter, (ii) the Company has not declared or paid any declaration, setting aside dividends or payment of made any dividend on, or other distribution (whether in cash, stock or property) in respect of on any of the Company'sCompany Common Shares, Galaxy Mall's Company Preference Shares or IMI's capital stock, or made any purchase, redemption or other acquisition by of the CompanyCompany Common Shares or Company Preference Shares; (g) except as disclosed in the Company Disclosure Letter, Galaxy Mall, the Company has not effected or IMI of passed any of Galaxy Mall's or IMI's capital stock, any other securities, or any options, warrants, calls or rights resolution to acquire any such shares or other securities except for repurchases from employees following their termination pursuant to the terms of their pre-existing stock option or purchase agreements, (iii) any approve a split, combination consolidation or reclassification of any of the Company'soutstanding Company Common Shares or Company Preference Shares; (h) except as disclosed in the Company Disclosure Letter, Galaxy Mall there has not been any material increase in or IMI's capital stock, (iv) any granting modification of the compensation or benefits payable or provided to or to become payable or provided by the CompanyCompany or any of the Company Subsidiaries to any of their respective directors, Galaxy Mall officers, employees or IMI of any increase in compensation or fringe benefits, except for normal increases of cash compensation in the ordinary course of business consistent with past practiceconsultants, or any payment by the Companygrant to any such director, Galaxy Mall officer, employee or IMI consultant of any bonus, except for bonuses made in the ordinary course of business consistent with past practice, or any granting by the Company, Galaxy Mall or IMI of any material increase in severance or termination pay entitlements or any entry by the Company, Galaxy Mall material increase or IMI into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company, Galaxy Mall or IMI of the nature contemplated hereby, (v) entry by the Company, Galaxy Mall or IMI into any licensing or other agreement with regard to the acquisition or disposition modification of any material Intellectual Property other than licensesbonus, distribution agreementspension, advertising agreementsinsurance or benefit entitlement (including grants of awards under any Company Benefit Plan) made to, sponsorship agreements for or merchant program agreements entered into in with any of such directors, officers, employees or consultants; (i) the ordinary course of business consistent with past practice, (vi) any amendment or consent with respect to any licensing agreement filed or required to be filed with the SEC, (vii) Company has not effected any material change by the Company, Galaxy Mall, or IMI in its accounting methods, principles or practices, except as required by concurrent changes in GAAP; and (j) neither the Company nor any Company Subsidiary has adopted or terminated any, or materially amended any, collective bargaining agreement (viii) any material revaluation by any of the Companyor similar agreement), Galaxy Mallbonus, or IMI of any of its assetspension, includingprofit sharing, equity (including without limitation, writing down the value of capitalized inventory stock purchase or writing off notes stock option) or accounts receivable other than in the ordinary course of businessCompany Benefit Plan or shareholder rights plan.

Absence of Changes. Except as expressly provided for in this Agreement, or as set forth in the execution and delivery Disclosure Memorandum, since the Reference Date: (a) There has been no material change in the business, assets, properties, Liabilities, affairs, results of this Agreement and operations, condition (financial or otherwise), cash flows or prospects of Summus or in its respective relationships with suppliers, customers, employees, lessors or others, other than changes in the transactions to take place pursuant hereto ordinary course of business, none of which have had or will have a material adverse effect on the Acquired Business, in the aggregate; (b) There has been no material damage, destruction or prior loss to the Closing Date assets, properties, or as disclosed business of Summus, whether or not covered by insurance; (c) The business of Summus has been operated in Section 2.08 all material respects in the ordinary course and consistent with its prior practices; (d) The books, accounts and records of Summus have been maintained in the Disclosure Scheduleusual, since December 31regular and ordinary manner on a basis consistent with prior years and with the basis in which the Financial Statements were prepared, 1998, and there has not been no amendment to the articles of incorporation or bylaws of Summus; (ie) any Material Adverse Effect on the Company, Galaxy Mall, or IMI, (ii) any There has been no declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock on or property) in respect of the capital stock of Summus, nor has there been any direct or indirect redemption, retirement, purchase or other acquisition of any of the Company'scapital stock or other securities of Summus; (f) Summus has not discontinued or determined to discontinue selling any products or services previously sold by Summus, Galaxy Mall's the sales of which have been material to Summus; (g) There has been no Lien that would have a material adverse effect on the Acquired Business; (h) There has been no sale, transfer, lease or IMI's capital stockother disposition of any asset of Summus to any Related Party or, except in the ordinary course of Summus' business, to any other Person, and no debt to, or material claim or right of, Summus has been canceled, compromised, waived or released; (i) There has been no amendment, termination or waiver of, or any purchasenotice of any amendment, redemption termination or waiver of, any right of Summus under any Summus contract or under any franchise, certificate, license, permit or authorization from any Government, except that which would not have a material adverse effect on the Acquired Business; (j) Summus has not delayed or postponed the payment of any accounts payable or other acquisition by Liabilities outside the Companyordinary course of business; (k) Summus has not paid or committed to pay any bonus, Galaxy Mall, or IMI of any of Galaxy Mall's or IMI's capital stock, any other securities, or any options, warrants, calls or rights to acquire any such shares profit-share or other securities extraordinary compensation payment or other arrangement (except for repurchases from employees following their termination pursuant to the terms of their pre-existing stock option or purchase agreements, (iii) any split, combination or reclassification of any of the Company's, Galaxy Mall or IMI's capital stock, (iv) any granting by the Company, Galaxy Mall or IMI of any increase in compensation or fringe benefits, except for normal increases of cash compensation in the ordinary course of business and consistent with past practicepractices), nor has Summus entered into any agreement, contract or commitment with any Stockholder or any payment by the Company, Galaxy Mall Related Party or IMI of any bonus, except for bonuses made in the ordinary course of business consistent with past practice, or any granting by the Company, Galaxy Mall or IMI of any increase in severance or termination pay or any entry by the Company, Galaxy Mall or IMI into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which are contingent or amended the terms of which are materially altered upon any existing agreement, contract or commitment with any Stockholder or any Related Party; and (l) There has been no change in the occurrence of a transaction involving the Companyauthorized, Galaxy Mall issued or IMI of the nature contemplated hereby, (v) entry by the Company, Galaxy Mall or IMI into any licensing outstanding capital stock or other agreement with regard to the acquisition or disposition securities of any material Intellectual Property other than licenses, distribution agreements, advertising agreements, sponsorship agreements or merchant program agreements entered into in the ordinary course of business consistent with past practice, (vi) any amendment or consent with respect to any licensing agreement filed or required to be filed with the SEC, (vii) any material change by the Company, Galaxy Mall, or IMI in its accounting methods, principles or practices, except as required by concurrent changes in GAAP, or (viii) any material revaluation by any of the Company, Galaxy Mall, or IMI of any of its assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable other than in the ordinary course of businessSummus.

Absence of Changes. Except for the execution and delivery of this Agreement and the transactions to take place pursuant hereto on or prior to the Closing Date or Since January 1, 2007, except as disclosed in Section 2.08 of Seller’s SEC filings filed since such date, Seller and its Subsidiaries have designed, developed, manufactured, sold, imported, exported and distributed the Disclosure Schedule, since December 31, 1998, there has not been (i) any Material Adverse Effect on the Company, Galaxy Mall, or IMI, (ii) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of any of the Company's, Galaxy Mall's or IMI's capital stock, or any purchase, redemption or other acquisition by the Company, Galaxy Mall, or IMI of any of Galaxy Mall's or IMI's capital stock, any other securities, or any options, warrants, calls or rights to acquire any such shares or other securities except for repurchases from employees following their termination pursuant to the terms of their pre-existing stock option or purchase agreements, (iii) any split, combination or reclassification of any of the Company's, Galaxy Mall or IMI's capital stock, (iv) any granting by the Company, Galaxy Mall or IMI of any increase in compensation or fringe benefits, except for normal increases of cash compensation Acquired Products and Acquired Assets only in the ordinary course of business consistent with past practice, and there has not been: (a) any event, occurrence, development or state of circumstances or facts that has had a material adverse effect on the Acquired Products or Acquired Assets, taken as a whole, exclusive of the effects that the pendency or announcement of the transactions contemplated by this Agreement, the compliance by Seller or its Subsidiaries with the terms of this Agreement or the Other Transaction Documents, war, military action, acts of terrorism or civil unrest and economic conditions affecting the U.S. or global economy or semiconductor industry generally may have; (b) any cancellation or other termination, or any payment by the Company, Galaxy Mall notice in writing or IMI other written communication of any bonusintent to cancel or terminate, a material business relationship with Seller by or from any distributor, customer, supplier or vendor listed on Schedule 3.14(a) or 3.14(b); (c) any entry by Seller or any of its Subsidiaries into, or material modification, amendment or cancellation of, any Contract relating primarily to the Acquired Assets or the Acquired Products, which is not terminable by Seller or any of its Subsidiaries without penalty upon no more than 30 days’ prior notice and provides for payments by or to Seller in an amount in excess of $100,000 over the term of such Contract; (d) any material revaluation by Seller or any of its Subsidiaries of any of the Acquired Assets, taken as a whole; (e) any incurrence by Seller or any of its Subsidiaries of any material Encumbrances (other than Permitted Encumbrances) in connection with the Acquired Assets, other than in the ordinary course of business; (f) any sale, transfer, loss or other disposition of any assets of Seller or any of its Subsidiaries that, if still owned by Seller or any of its Subsidiaries, would constitute Acquired Assets, except for bonuses made in the ordinary course of business consistent with past practice; (g) any disposing of or permitting to lapse of any rights to the use of any Intellectual Property Assets necessary and related primarily to the Acquired Products, or any granting by the Company, Galaxy Mall disposing of or IMI of any increase in severance or termination pay or any entry by the Company, Galaxy Mall or IMI into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company, Galaxy Mall or IMI of the nature contemplated hereby, disclosing (v) entry by the Company, Galaxy Mall or IMI into any licensing or other agreement with regard to the acquisition or disposition of any material Intellectual Property other than licenses, distribution agreements, advertising agreements, sponsorship agreements or merchant program agreements entered into except in the ordinary course of business consistent with past practice, its business) to any Person (viother than representatives of Purchaser) any amendment trade secret or consent with respect other Intellectual Property Assets necessary and primarily related to any licensing agreement filed or required to be filed with the SEC, Acquired Products that is not a matter of public knowledge; or (viih) any material change entry by the Company, Galaxy Mall, Seller or IMI in its accounting methods, principles or practices, except as required by concurrent changes in GAAP, or (viii) any material revaluation by any of the Company, Galaxy Mall, or IMI of any of its assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable other than Subsidiaries into any Contract to take any action described in the ordinary course of businessthis Section 3.16.

Absence of Changes. Except for Since October 29, 2005, and except as contemplated by this Agreement, Seller has conducted the execution and delivery Acquired Business only in the Ordinary Course of this Agreement and Business and, without limiting the transactions to take place pursuant hereto on or prior to the Closing Date or as disclosed in Section 2.08 generality of the Disclosure Scheduleforegoing: (a) There has been no event or change in the condition (financial or otherwise), since December 31net worth, 1998assets, there operations, obligations or liabilities of the Acquired Business which, in the aggregate, have had or may be reasonably expected to have a Material Adverse Effect; (b) Seller has not been mortgaged, pledged or otherwise encumbered any of the Acquired Assets; (ic) any Material Adverse Effect on the CompanySeller has not sold, Galaxy Mallassigned, licensed, leased, transferred or conveyed, or IMIcommitted itself to sell, assign, license, lease, transfer or convey, any of the Acquired Assets, other than in the Ordinary Course of Business; (iid) any declarationThere has been no destruction of, setting aside damage to or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect loss of any of the Company'sAcquired Assets, Galaxy Mall's ordinary wear and tear excepted; (e) Seller has not accelerated, terminated, modified or IMI's capital stockcancelled any agreement, contract, lease or any purchase, redemption license (or other acquisition by the Company, Galaxy Mall, or IMI series of any of Galaxy Mall's or IMI's capital stock, any other securities, or any options, warrants, calls or rights to acquire any such shares or other securities except for repurchases from employees following their termination pursuant to the terms of their pre-existing stock option or purchase related agreements, (iiicontracts, leases, and licenses) any split, combination or reclassification of any of the Company's, Galaxy Mall or IMI's capital stock, (iv) any granting by the Company, Galaxy Mall or IMI of any increase in compensation or fringe benefits, except for normal increases of cash compensation in the ordinary course of business consistent with past practice, or any payment by the Company, Galaxy Mall or IMI of any bonus, except for bonuses made in the ordinary course of business consistent with past practice, or any granting by the Company, Galaxy Mall or IMI of any increase in severance or termination pay or any entry by the Company, Galaxy Mall or IMI into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the CompanyAcquired Business, Galaxy Mall or IMI of the nature contemplated hereby, (v) entry by the Company, Galaxy Mall or IMI into any licensing or other agreement with regard to the acquisition or disposition of any material Intellectual Property other than licenses, distribution agreements, advertising agreements, sponsorship agreements or merchant program agreements entered into in the ordinary course of business consistent with past practice, (vi) any amendment or consent with respect to any licensing agreement filed or required to be filed with the SEC, (vii) any material change by the Company, Galaxy Mall, or IMI in its accounting methods, principles or practices, except as required by concurrent changes in GAAP, or (viii) any material revaluation by any of the Company, Galaxy Mall, or IMI of any of its assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable other than in the ordinary course Ordinary Course of businessBusiness; (f) Seller has not delayed or postponed the payment of material accounts payable and other Liabilities relating to the Acquired Business, other than in the Ordinary Course of Business; (g) Seller has not advanced delivery dates of Products ahead of the customer’s requested delivery dates; (h) Seller has not delayed orders to suppliers relative to usual and customary order dates; (i) Seller has taken all actions reasonably required to maintain, renew, or enforce any Registered Intellectual Property Rights, including submission of required documents or fees during the prosecution of patent, trademark or other applications for Registered Intellectual Property Rights; (j) Seller has not made or agreed to make any transfer (by way of a license or otherwise) to any Person of any right to any Transferred Intellectual Property Rights or Transferred Technology, other than non-exclusive licenses granted in the Ordinary Course of Business through the use of agreements that do not materially deviate from the forms of agreement previously provided to Purchaser; (k) Seller has not cancelled, compromised, waived or released any right or claim (or series of related rights and claims) relating to the Acquired Business; (l) Seller has not entered into any capital commitments in relation to any of the Acquired Assets or the Acquired Business; (m) No litigation has been commenced or, to the Knowledge of Seller, threatened and to the Knowledge of Seller, no reasonable basis exists for any litigation, proceeding or investigation against Seller related to the Acquired Assets; (n) To the Knowledge of Seller no litigation has been commenced or threatened against any Continuing Employee related to the Acquired Assets; (o) There has been no written notice of any claim or potential claim of ownership by any Person other than Seller of the Transferred Technology or the Transferred Intellectual Property Rights, or of infringement by the Acquired Business of any other Person’s Intellectual Property Rights; (p) Seller has not received written notice of any claim or potential claim, and to the Knowledge of Seller, no basis exists for any claim that Seller has infringed the Intellectual Property Rights of any person or entity related to the Acquired Business; and (q) There has been no agreement by or on behalf of Seller to do any of the things described in the preceding clauses (a) through (o) (other than negotiations with Purchaser and their representatives regarding the transactions contemplated by this Agreement).

Absence of Changes. Except for the execution and delivery of this Agreement and the transactions to take place pursuant hereto on or prior to the Closing Date or as disclosed in Section 2.08 of the Disclosure Schedule, since From December 31, 19982013 through the Effective Date, the Business has been conducted in the Ordinary Course of Business, and there has not been a Company Material Adverse Effect. Since such date through the Effective Date, except as set forth in Section 6.15 of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries: (a) made any material change in any method of accounting or accounting practice, policy or procedure other than as required by GAAP; (b) amended its Governing Documents; (i) any Material Adverse Effect on the Companydeclared, Galaxy Mallset aside, made or IMI, (ii) any declaration, setting aside or payment of paid any dividend on, or other distribution or payments (whether in cash, stock or propertyproperty or any contribution thereof) in respect of any of its Membership Interests or (ii) redeemed or otherwise acquired any of its Membership Interests, or issued any new Membership Interests; (d) merged or consolidated with any business or any corporation, partnership, limited liability company, association or other business organization or division thereof, acquired all or substantially all of the Company'sassets from any Person or made any loans, Galaxy Mall's advances or IMI's capital stockcontributions to, or any purchaseinvestments in, redemption any Persons; (e) sold, leased, licensed or otherwise transferred any material assets or properties of the Company or any of its Subsidiaries, other than in the Ordinary Course of Business consistent with past practice; (f) subjected any of the Purchased Assets to a Lien, other than Permitted Liens created in the Ordinary Course of Business; (g) incurred any Indebtedness, except for any Indebtedness that shall be fully repaid at Closing; (h) adopted a plan of complete or partial liquidation, dissolution, merger, consolidation, recapitalization or other acquisition by reorganization or taken any action for the Companyappointment of a receiver, Galaxy Malladministrator, trustee or IMI similar officer; (i) entered into, materially amended or terminated a Material Contract other than (i) in order to comply with applicable Law, (ii) any termination at the expiration of any of Galaxy Mall's or IMI's capital stock, any other securities, or any options, warrants, calls or rights to acquire any such shares or other securities except for repurchases from employees following their termination pursuant to the terms of their pre-existing stock option or purchase agreementsits stated term, (iii) any splitentries, combination amendments, terminations and renewals in the Ordinary Course of Business or reclassification of any of the Company's, Galaxy Mall or IMI's capital stock, (iv) any granting as required by Applicable Law; (j) except as required by applicable Law or the Company, Galaxy Mall or IMI terms of any increase Employee Benefit Plan in compensation existence on the date of this Agreement, as applicable, (i) materially increased the base salary of any officer of the Company or fringe benefits, except for normal increases any of cash compensation its Subsidiaries (other than in the ordinary course Ordinary Course of business Business consistent with past practice, or any payment by the Company, Galaxy Mall or IMI of any bonus, except for bonuses made in the ordinary course of business consistent with past practice, or any granting by the Company, Galaxy Mall or IMI of any increase in severance or termination pay or any entry by the Company, Galaxy Mall or IMI into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company, Galaxy Mall or IMI of the nature contemplated hereby, (v) entry by the Company, Galaxy Mall or IMI into any licensing or other agreement with regard to the acquisition or disposition of any material Intellectual Property other than licenses, distribution agreements, advertising agreements, sponsorship agreements or merchant program agreements entered into in the ordinary course of business consistent with past practice, (vi) any amendment or consent with respect to any licensing agreement filed or required to be filed with the SEC, (vii) any material change by the Company, Galaxy Mall, or IMI in its accounting methods, principles or practices, except as required by concurrent changes in GAAP), or (viiiii) entered into, adopted or amended, in any material revaluation by respect, any Employee Benefit Plan in any manner that established or materially increased the compensation of any officer of the Company, Galaxy Mall, Company or IMI of any of its assetsSubsidiaries; or (k) authorized, includingor made any commitment with respect to, without limitationany single capital expenditure that is in excess of Fifty Thousand Dollars ($50,000) or capital expenditures that are, writing down in the value aggregate, in excess of capitalized inventory or writing off notes or accounts receivable Two Hundred Fifty Thousand Dollars ($250,000), other than capital expenditures not in excess of Eight Million Dollars ($8,000,000) for the year ending December 31, 2014 that are consistent with the amounts and anticipated timing of capital expenditures set forth in the ordinary course of businessSellers’ budget for the year ending December 31, 2014 that has previously been provided to Buyer (the “2014 Budget”).

Absence of Changes. Except for the execution and delivery of this Agreement and the transactions to take place pursuant hereto as set forth on or prior to the Closing Date or as disclosed in Section 2.08 of the Disclosure ScheduleSchedule 7.8, since December 31the Management Company Balance Sheet Date, 1998, the Management Business has been operated in the ordinary course and consistent with past practice and there has not been been: (ia) any Material Adverse Effect on material adverse change in the Companycondition (financial or otherwise), Galaxy Mallassets (including, without limitation, levels of working capital and the components thereof), liabilities, operations, results of operations, earnings, business or IMI, prospects of the Management Business; (iib) any declarationdamage, setting aside destruction or payment of any dividend on, or other distribution loss (whether in cash, stock or propertynot covered by insurance) in respect of an aggregate amount exceeding $25,000 affecting any asset or property of the Company'sManagement Business; (c) any obligation or liability (whether absolute, Galaxy Mall's accrued, contingent or IMI's capital stockotherwise and whether due or to become due) created or incurred, or any purchasetransaction, redemption contract or other acquisition commitment entered into, by the Company, Galaxy Mall, Management Business other than such items created or IMI of any of Galaxy Mall's or IMI's capital stock, any other securities, or any options, warrants, calls or rights to acquire any such shares or other securities except for repurchases from employees following their termination pursuant to the terms of their pre-existing stock option or purchase agreements, (iii) any split, combination or reclassification of any of the Company's, Galaxy Mall or IMI's capital stock, (iv) any granting by the Company, Galaxy Mall or IMI of any increase in compensation or fringe benefits, except for normal increases of cash compensation incurred in the ordinary course of business the Management Business and consistent with past practice; (d) any payment, discharge or satisfaction of any payment claim, lien, encumbrance, liability or obligation by the CompanyManagement Business outside the ordinary course of the Management Business (whether absolute, Galaxy Mall accrued, contingent or IMI otherwise and whether due or to become due); (e) any license, sale, transfer, pledge, mortgage or other disposition of any bonus, tangible or intangible asset of the Management Business except for bonuses made in the ordinary course of business the Management Business and consistent with past practice; (f) any write-off as uncollectible of any accounts receivable in connection with the Management Business or any portion thereof in excess of $5,000 in the aggregate exclusive of all normal contractual adjustments from third party payors; (g) except for all normal contractual adjustments from third party payors, any account receivable in connection with the Management Business in an amount greater than $10,000 which (i) has become delinquent in its payment by more than 90 days, (ii) has had asserted against it any claim, refusal to pay or right of set-off, (iii) an account debtor has refused to pay for any reason or with respect to which the Management Business, such account debtor has become insolvent or bankrupt or (iv) has been pledged to any third party; (h) any cancellation of any debts or claims of, or any granting by the Company, Galaxy Mall or IMI of any increase in severance or termination pay or any entry by the Company, Galaxy Mall or IMI into any currently effective employment, severanceamendment, termination or indemnification agreement or waiver of any agreement rights of material value to, the benefits Management Business; (i) any general uniform increase in the compensation of which are contingent employees of the Management Company or the terms of which are materially altered upon the occurrence of a transaction involving the Company, Galaxy Mall or IMI of the nature contemplated hereby, Management Business (v) entry by the Company, Galaxy Mall or IMI into any licensing or other agreement with regard to the acquisition or disposition of any material Intellectual Property other than licenses, distribution agreements, advertising agreements, sponsorship agreements or merchant program agreements entered into in the ordinary course of business consistent with past practice, (vi) any amendment or consent with respect to any licensing agreement filed or required to be filed with the SEC, (vii) any material change by the Company, Galaxy Mall, or IMI in its accounting methods, principles or practices, except as required by concurrent changes in GAAP, or (viii) any material revaluation by any of the Company, Galaxy Mall, or IMI of any of its assets, including, without limitation, writing down any increase pursuant to any bonus, pension, profit-sharing, deferred compensation arrangement or other plan or commitment) or any increase in compensation payable to any officer, employee, consultant or agent thereof, or the value entering into of capitalized inventory any employment contract with any officer or writing off notes employee, or accounts receivable the making of any loan to, or the engagement in any transaction with, any officer of the Management Company or the Management Business; (j) any change in the accounting methods or practices followed in connection with the Management Business or any change in depreciation or amortization policies or rates theretofore adopted; (k) any termination of employment of any key employee of the Management Company or the Management Business listed on Annex B (each, a "Management Company Key Employee"), or any expression of intention by any Key Employee of the Management Company or the Management Business to terminate such employment with the Management Company or the Management Business; (l) any agreement or commitment relating to the sale of any material fixed assets of the Management Business; (m) any other transaction relating to the Management Business other than in the ordinary course of businessthe Management Business and consistent with past practice; or (n) any agreement or understanding, whether in writing or otherwise, for the Management Business to take any of the actions specified in items (a) through (m) above.

Absence of Changes. Except for the execution and delivery of this Agreement and the transactions to take place pursuant hereto on or prior to the Closing Date or as disclosed in Section 2.08 of the Disclosure Schedule, since Since December 31, 1998, 2000 (the "Balance Sheet Date"): (a) there has not been (i) any material adverse change in the business, condition, assets, liabilities, operations, financial performance or prospects of the business of Seller associated with the Market Maker Assets and, to the knowledge of Seller, no event has occurred that will, or could reasonably be expected to, have a Material Adverse Effect on the CompanyMarket Maker Assets; (b) with respect to the Market Maker Assets, Galaxy MallSeller has not (i) entered into or permitted any of the Market Maker Assets to become bound by any Contract that is or would constitute a Material Seller Contract (as defined in Section 2.5(a)), or IMI(ii) amended or prematurely terminated, or waived any material right or remedy under, any Material Seller Contract; (c) Seller has not made any pledge of any of the Market Maker Assets or otherwise permitted any of the Market Maker Assets to become subject to any Encumbrance, other than as permitted pursuant to subsection (a) of Section 2.4; (d) Seller has not entered into any agreement relating to the sale or license of any of the Market Maker Assets outside the ordinary course of business; (e) Seller has not changed any of its methods of accounting or accounting practices in any respect relating to the Market Maker Assets; (f) Seller has not (i) acquired, leased or licensed any right or other asset related to the Market Maker Assets from any other Person, (ii) any declaration, setting aside sold or payment of any dividend onotherwise disposed of, or leased or licensed, any right or other distribution (whether in cash, stock or property) in respect of asset related to the Market Maker Assets to any of the Company's, Galaxy Mall's or IMI's capital stockother Person, or any purchase, redemption or other acquisition by the Company, Galaxy Mall, or IMI of any of Galaxy Mall's or IMI's capital stock, any other securities, or any options, warrants, calls or rights to acquire any such shares or other securities except for repurchases from employees following their termination pursuant to the terms of their pre-existing stock option or purchase agreements, (iii) waived or relinquished any split, combination or reclassification of any of right related to the Company's, Galaxy Mall or IMI's capital stock, (iv) any granting by the Company, Galaxy Mall or IMI of any increase in compensation or fringe benefits, Market Maker Assets except for normal increases immaterial rights or other immaterial assets acquired, leased, licensed or disposed of cash compensation in the ordinary course of business and consistent with Seller's past practicepractices; (g) Seller has not entered into any material transaction related to the Market Maker Assets, or taken any payment by other material action related to the CompanyMarket Maker Assets, Galaxy Mall or IMI of any bonus, except for bonuses made in outside the ordinary course of business consistent or materially inconsistent with its past practice, practices; or (h) Seller has not agreed or any granting by the Company, Galaxy Mall or IMI of any increase in severance or termination pay or any entry by the Company, Galaxy Mall or IMI into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company, Galaxy Mall or IMI of the nature contemplated hereby, (v) entry by the Company, Galaxy Mall or IMI into any licensing or other agreement with regard committed to the acquisition or disposition of any material Intellectual Property other than licenses, distribution agreements, advertising agreements, sponsorship agreements or merchant program agreements entered into in the ordinary course of business consistent with past practice, (vi) any amendment or consent with respect to any licensing agreement filed or required to be filed with the SEC, (vii) any material change by the Company, Galaxy Mall, or IMI in its accounting methods, principles or practices, except as required by concurrent changes in GAAP, or (viii) any material revaluation by take any of the Company, Galaxy Mall, or IMI of any of its assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable other than actions referred to in the ordinary course of businessclauses "(c)" through "(h)" above.

Absence of Changes. Except for the execution and delivery of this Agreement and the transactions to take place pursuant hereto on or prior to the Closing Date or as disclosed in Section 2.08 of the Disclosure Schedule, since Since December 31, 19982000, Seller has conducted the Aerospace Business in the ordinary course consistent with past practice and except as set forth on Section 3.18 of the Seller Disclosure Schedule, there has not been been: (ia) any damage, destruction or loss (whether or not covered by insurance) having, individually or in the aggregate, a Seller Material Adverse Effect on the Company, Galaxy Mall, or IMI, Effect; (iib) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of any of the Company's, Galaxy Mall's or IMI's capital stock, or any purchase, redemption or other acquisition by the Company, Galaxy Mall, or IMI of any of Galaxy Mall's or IMI's capital stock, any other securities, or any options, warrants, calls or rights to acquire any such shares or other securities except for repurchases from employees following their termination pursuant to the terms of their pre-existing stock option or purchase agreements, (iii) any split, combination or reclassification of any of the Company's, Galaxy Mall or IMI's capital stock, (iv) any granting by the Company, Galaxy Mall or IMI of any increase in compensation or fringe benefits, except for normal increases of cash compensation in the ordinary course of business consistent with past practice, or any payment by the Company, Galaxy Mall or IMI of any bonus, except for bonuses made in the ordinary course of business consistent with past practice, or any granting by the Company, Galaxy Mall or IMI of any increase in severance or termination pay or any entry by the Company, Galaxy Mall or IMI into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company, Galaxy Mall or IMI of the nature contemplated hereby, (v) entry by the Company, Galaxy Mall or IMI into any licensing or other agreement with regard to the acquisition or disposition of any material Intellectual Property other than licenses, distribution agreements, advertising agreements, sponsorship agreements or merchant program agreements entered into in the ordinary course of business consistent with past practice, (vi) any amendment or consent with respect to any licensing agreement filed Business Employee, any increase in the compensation, bonus, sales commissions or required fee arrangements payable or to be filed become payable by Seller, except for ordinary and customary bonuses and salary increases for employees in accordance with the SEC, past practice; (viic) any material change by the Companywork interruptions, Galaxy Malllabor grievances or claims filed, or IMI in its accounting methods, principles any similar event or practices, except as required by concurrent changes in GAAPcondition of any character with respect to any Aerospace Business employee; (d) any sale or transfer, or (viii) any material revaluation by agreement to sell or transfer, any of the CompanyTransferred Assets to any Person (other than Buyer), Galaxy Mall, or IMI of any of its assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable other than in the ordinary course of business; (e) any breach, amendment or termination or nonrenewal of any Assumed Contract or other Contract or Seller Permit, other than in the ordinary course of business; (f) any incurrence, creation or placement of any Lien on any of the Transferred Assets, or the allowance or permission of the same, except in the ordinary course of business and to the extent not material, individually or in the aggregate; (g) any change in accounting or tax accounting methods or practices (including any change in depreciation or amortization or capitalization rates or policies) resulting in the revaluation by Seller of any of the Transferred Assets; (h) any transaction by Seller with respect to the Aerospace Business outside the ordinary course (other than the transactions contemplated hereby); (i) any capital expenditure by Seller exclusively with respect to the Aerospace Business involving an obligation, either individually or in the aggregate, of more than $100,000; (j) any grant by Seller of any Liens, other than Permitted Liens, on any Transferred Assets; (k) any increase in, or discharge, cancellation or forgiveness of any Indebtedness; (l) the commencement of or notice to or, to the Knowledge of Seller, the threat of commencement of any lawsuit or proceeding against or investigation of the Aerospace Business or the Transferred Assets, except in the ordinary course of business and to the extent not material, individually or in the aggregate; or (m) any negotiation or agreement by Seller or any officer, director, employee or agent thereof to do any of the things described in the preceding clauses (a) through (l) (other than negotiations with Buyer and its representatives regarding the transactions contemplated by this Agreement).

Absence of Changes. Except for the execution and delivery of this Agreement and the transactions to take place pursuant hereto on or prior to the Closing Date or as disclosed in Section 2.08 of the Disclosure Schedule, since December Since October 31, 1998, 2007: (a) there has not been any adverse change in, and no event has occurred that has had a material adverse effect on, the business, condition, assets, liabilities, operations, financial performance, net income or prospects of the Seller; (b) there has not been any material loss, damage or destruction to, or any interruption in the use of, any of the assets of the Seller (whether or not covered by insurance); (c) the Seller has not (i) any Material Adverse Effect on the Companydeclared, Galaxy Mallaccrued, or IMI, (ii) any declaration, setting set aside or payment of paid any dividend on, or made any other distribution (whether in cash, stock or property) in respect of any shares of the Company's, Galaxy Mall's capital stock or IMI's capital stock, or any purchase, redemption or other acquisition by the Company, Galaxy Mall, or IMI of any of Galaxy Mall's or IMI's capital stock, any other securities, or (ii) repurchased, redeemed or otherwise reacquired any options, warrants, calls or rights to acquire any such shares of capital stock or other securities securities; (d) the Seller has not purchased or otherwise acquired any material asset from any other Person, except for repurchases supplies acquired by the Seller in the Ordinary Course of Business; (e) the Seller has not leased or licensed any asset from employees following their termination pursuant any other Person (other than ordinary shrink wrap software); (f) the Seller has not made any material capital expenditure; (g) the Seller has not sold or otherwise transferred, or leased or licensed, any asset to any other Person other than in the terms Ordinary Course of their pre-existing stock option Business; (h) the Seller has not written off as uncollectible, or purchase agreementsestablished any extraordinary reserve with respect to, any account receivable or other indebtedness; (iiii) the Seller has not made any split, combination loan or reclassification of advance to any other Person; (j) no Contract by which the Seller or any of the Company's, Galaxy Mall assets owned or IMI's capital stock, (iv) any granting used by the CompanySeller is or was bound, Galaxy Mall or IMI under which the Seller has or had any rights or interest, has been amended or terminated; (k) the Seller has not incurred, assumed or otherwise become subject to any Liability, other than accounts payable (of any increase in compensation or fringe benefits, except for normal increases of cash compensation the type required to be reflected as current liabilities in the ordinary course “liabilities” column of business consistent a balance sheet prepared in accordance with past practice, or any payment GAAP) incurred by the Company, Galaxy Mall or IMI of any bonus, except for bonuses made Seller in the ordinary course of business consistent with past practice, or any granting by the Company, Galaxy Mall or IMI of any increase in severance or termination pay or any entry by the Company, Galaxy Mall or IMI into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company, Galaxy Mall or IMI of the nature contemplated hereby, (v) entry by the Company, Galaxy Mall or IMI into any licensing or other agreement with regard to the acquisition or disposition of any material Intellectual Property other than licenses, distribution agreements, advertising agreements, sponsorship agreements or merchant program agreements bona fide transactions entered into in the ordinary course Ordinary Course of business consistent with past practiceBusiness; (l) the Seller has not discharged any Encumbrance or discharged or paid any indebtedness or other Liability, except for accounts payable that (viI) any amendment are reflected as current liabilities in the “liabilities” column of the Interim Balance Sheet or consent with respect to any licensing agreement filed or required to be filed with the SEC, (vii) any material change have been incurred by the CompanySeller since October 31, Galaxy Mall2007 in bona fide transactions entered into in the Ordinary Course of Business, and (II) have been discharged or IMI paid in the Ordinary Course of Business; (m) the Seller has not forgiven any debt or otherwise released or waived any right or claim; (n) the Seller has not changed any of its methods of accounting methodsor accounting practices in any respect; (o) the Seller has not entered into any transaction or taken any other action outside the Ordinary Course of Business; and (p) the Seller has not agreed, principles committed or practices, except as required by concurrent changes offered (in GAAP, writing or (viiiotherwise) any material revaluation by to take any of the Company, Galaxy Mall, or IMI of any of its assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable other than actions referred to in the ordinary course of businessclauses “(c)” through “(o)” above.

Absence of Changes. Except for From the execution and delivery date of this Agreement the date of the Most Recent Balance Sheet, there has not been any Material Adverse Effect and the transactions to take place pursuant hereto Company and each of its Subsidiaries have operated in the Ordinary Course of Business Without limiting the generality of the foregoing, except as set forth on or prior to the Closing Date or as disclosed in Section 2.08 3.07 of the Disclosure Schedule, since December 31from the date of the Most Recent Balance Sheet, 1998neither the Company nor any of its Subsidiaries has: (a) amended its certificate or articles of incorporation or formation, there has not been bylaws or limited liability company agreement (or equivalent organizational documents) or altered or modified its corporate- or other entity-form; (b) sold, transferred, assigned, conveyed, leased, licensed, pledged, encumbered or otherwise disposed of any of its assets or properties except for sales of inventory in the ordinary course of business; (c) issued, sold, transferred or permitted the sufferance of a Lien on any of its equity securities or warrants, options or other rights to acquire its equity securities; (d) canceled any debts owed to the Company or any of its Subsidiaries (other than amounts owed solely among the Company and/or its Subsidiaries), or waived any claims or rights in favor of the Company of any of its Subsidiaries by third parties, except for (i) cancellations made or waivers granted in the ordinary course of business which do not exceed $150,000 in the individual or $1,000,000 in the aggregate or (ii) customer deductions or discounts granted in the ordinary course of business; provided that, in the case of each of the foregoing clauses (i) and (ii), such deductions or discounts, to the extent in effect as of Closing, are reflected in the Closing Balance Sheet; (e) made any Material Adverse Effect on loan to any Person (other than loans solely among the Company and/or its Subsidiaries), other than advancements of expenses made to any employees of the Company or its Subsidiaries for amounts individually not exceeding $50,000; (f) declared, set aside or paid any dividend or made any distribution with respect to its equity securities (whether in cash or in kind) or redeemed, purchased or otherwise acquired any of its equity securities, except for dividends or distributions made by the Company’s Subsidiaries to their respective parents; (g) acquired any corporation, Galaxy Mallpartnership, limited liability company or other business organization or division thereof, or IMIacquired any material assets; (h) incurred or guaranteed indebtedness, other than (i) the accrual of interest pursuant to Contracts in effect as of the date hereof pursuant to the terms in effect as of the date hereof and (ii) agreements solely among the Company and/or its Subsidiaries or related-party guarantees among the Company and/or its Subsidiaries; (i) mortgaged, pledged or subjected to any Lien (other than Permitted Liens), any portion of its assets; (j) made any material capital expenditures or commitments therefor, other than those contemplated by the operating budget of the Company and its Subsidiaries; (k) materially changed its accounting methodologies, practices, estimation techniques, assumptions and principles; (l) hired, fired, demoted, or materially changed the responsibilities of any employee of the Company with an annual salary greater than $250,000; (m) except as required by Law or the terms of any Employee Benefit Plan, (i) granted or provided any severance or termination payments or severance or termination benefits to any Service Provider (including any obligation to gross-up, indemnify or otherwise reimburse any such individual for any Tax incurred by such individual, including without limitation pursuant to Code Sections 409A or 4999), (ii) any declaration, setting aside accelerated the time of payment or payment of any dividend onvesting of, or other distribution (whether in cash, stock or property) in the lapsing of restrictions with respect of any of the Company's, Galaxy Mall's or IMI's capital stockto, or any purchase, redemption funded or other acquisition by otherwise secured the Company, Galaxy Mall, or IMI of any of Galaxy Mall's or IMI's capital stockpayment of, any other securities, compensation or benefits to any options, warrants, calls Service Provider or rights to acquire any such shares or other securities except for repurchases from employees following their termination pursuant to the terms of their pre-existing stock option or purchase agreements, (iii) except in the ordinary course of business, materially increased the compensation payable to any splitService Provider; (n) established, combination adopted, materially amended or reclassification terminated any Employee Benefit Plan or any plan, program, arrangement, policy or agreement that would be an Employee Benefit Plan if it were in existence on the date of any of the Company's, Galaxy Mall or IMI's capital stock, (iv) any granting by the Company, Galaxy Mall or IMI of any increase in compensation or fringe benefitsthis Agreement, except for normal increases of cash compensation in each case, as required by Law or in the ordinary course of business consistent with past practicepractices; (o) sold, assigned, transferred or licensed any payment by the Company, Galaxy Mall or IMI of any bonus, except for bonuses made Company Intellectual Property other than licenses granted in the ordinary course of business consistent in connection with past practicethe sale of Company Products; (p) sold, assigned, transferred, granted any exclusive license with respect to, allowed to lapse or abandoned any Company Registered Intellectual Property or other Company Intellectual Property; (q) recognized any new labor organization, union, or any granting by works council as the representative of the Company’s employees, Galaxy Mall or IMI negotiated, entered into, amended, modified or terminated any collective bargaining agreement; (r) been involved in or subject to any event or condition of any increase in severance character that has had or termination pay or any entry by the Company, Galaxy Mall or IMI is reasonably likely to have a Material Adverse Effect; or (s) entered into any currently effective employment, severance, termination or indemnification binding agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company, Galaxy Mall or IMI of the nature contemplated hereby, (v) entry by the Company, Galaxy Mall or IMI into any licensing or other agreement with regard commitment to the acquisition or disposition of any material Intellectual Property other than licenses, distribution agreements, advertising agreements, sponsorship agreements or merchant program agreements entered into in the ordinary course of business consistent with past practice, (vi) any amendment or consent with respect to any licensing agreement filed or required to be filed with the SEC, (vii) any material change by the Company, Galaxy Mall, or IMI in its accounting methods, principles or practices, except as required by concurrent changes in GAAP, or (viii) any material revaluation by do any of the Company, Galaxy Mall, or IMI of any of its assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable foregoing (other than in the ordinary course of businessthis Agreement).

Absence of Changes. Except for the execution and delivery of this Agreement and the transactions to take place pursuant hereto on or prior to the Closing Date or as disclosed in Section 2.08 of the Disclosure Schedule, since December Since March 31, 19982011, there has not been occurred, and Parent does not have Knowledge of, any Material Adverse Effect. Except as set forth on Schedule 3.26, from such date, Parent has conducted its business only in the ordinary course of business consistent with past practices, and Parent has not: (a) failed to use commercially reasonable efforts to preserve intact Parent’s present business organization and to keep available the services of its present officers, managerial personnel and key employees or independent contractors and preserve its relationships with customers; or (b) failed to use commercially reasonable efforts to maintain its assets in their current condition, except for ordinary wear and tear, or failed to repair, maintain, or replace any of its equipment in accordance with the normal standards of maintenance applicable in the industry; or (c) amended, terminated, or failed to use commercially reasonable efforts to renew any Material Contract, or received any written notice or other notification that any other Person has or intends to take any such actions; or (d) entered into any Contract either (i) any that is a Material Adverse Effect on the Company, Galaxy Mall, Contract or IMI, (ii) outside the ordinary course of business; or (e) accelerated, terminated, modified, or canceled any declarationMaterial Contract to which the Parent is a party or by which the Parent or its assets are bound or received notice of cancellation of a Material Contract from any Person that is a party thereto; or (f) transferred, setting aside granted any license or payment sublicense of any dividend on, rights under or other distribution (whether in cash, stock or property) in with respect of to any of the Company's, Galaxy Mall's or IMI's capital stock, or any purchase, redemption or its Intellectual Property other acquisition by the Company, Galaxy Mall, or IMI of any of Galaxy Mall's or IMI's capital stock, any other securities, or any options, warrants, calls or rights to acquire any such shares or other securities except for repurchases from employees following their termination pursuant to the terms of their pre-existing stock option or purchase agreements, (iii) any split, combination or reclassification of any of the Company's, Galaxy Mall or IMI's capital stock, (iv) any granting by the Company, Galaxy Mall or IMI of any increase in compensation or fringe benefits, except for normal increases of cash compensation than in the ordinary course of business consistent with past practice; or (g) made or pledged to make any charitable or other capital contribution; or (h) adopted, terminated or amended any Employee Benefit Plan or materially increased in any manner the compensation or benefits of any officer, director, or employee or other personnel (whether employees or independent contractors); or (i) terminated any payment by the Company, Galaxy Mall or IMI of any bonus, except for bonuses made employee other than in the ordinary course of business consistent with past practice; or (j) acquired (including by merger, consolidation, or any granting by the Company, Galaxy Mall or IMI acquisition of any increase in severance equity interest or termination pay assets) or any entry sold (whether by the Companymerger, Galaxy Mall or IMI into any currently effective employmentconsolidation, severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms sale of which are materially altered upon the occurrence of a transaction involving the Companyan equity interest or assets), Galaxy Mall leased, or IMI of the nature contemplated hereby, (v) entry by the Company, Galaxy Mall or IMI into any licensing or other agreement with regard to the acquisition or disposition disposed of any material Intellectual Property assets except for fair consideration in the ordinary course of business and consistent with past practice or, even if in the ordinary course of business and consistent with past practices, whether in one or more transactions, in no event involving assets having an aggregate fair market value in excess of $1,000; or (k) mortgaged, pledged, or subjected to any Lien any of its assets; or (l) made any loans, advances or capital contributions to, or investment in, any other Person; or (m) entered into any material joint ventures, strategic partnerships or alliances; or (n) except as required by GAAP, Applicable Law, or circumstances which did not exist as of such date, changed any of the accounting principles or practices used by it; or (o) changed its practices and procedures with respect to the collection of accounts receivable or offered to discount the amount of any account receivable or extended any other incentive (whether to the account debtor or any employee or third party responsible for the collection of receivables) with respect thereto; or (p) declared, paid or set aside assets for any dividend or otherwise declared or made any other distribution with respect to its capital stock, or purchased, redeemed or acquired any shares of capital stock or other securities of Parent; or (q) incurred any Indebtedness not in the ordinary of course of business ; or (r) failed to pay any Indebtedness or any other accounts payable as it became due, or materially changed its existing practices and procedures for the payment of Indebtedness or other accounts payable; or (s) paid, discharged or satisfied any claim, liability or obligation (absolute, accrued, asserted, unasserted, contingent or otherwise) other than licensesimmaterial claims, distribution agreementsliabilities or obligations arising in the ordinary course of business, advertising agreementsor cancelled, sponsorship agreements compromised, waived or merchant program agreements entered into released any right or claim other than immaterial rights or claims in the ordinary course of business; or (t) incurred or committed to incur any capital expenditures, capital additions or capital improvements other than in the ordinary course of business consistent with past practice; or (u) made any payment or agreement relating to the surrender, (vi) any cancellation, amendment or consent with respect agreement not to exercise any licensing agreement filed stock option or required warrant issued by Parent; or (v) authorized, approved, agreed to be filed with the SECor made any commitment, (vii) orally or in writing, to take any material change actions prohibited by the Company, Galaxy Mall, or IMI in its accounting methods, principles or practices, except as required by concurrent changes in GAAP, or (viii) any material revaluation by any of the Company, Galaxy Mall, or IMI of any of its assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable other than in the ordinary course of businessthis Agreement.

Absence of Changes. Except for as set forth in Schedule 3.10, since November 30, 1999, (a) the execution and delivery of this Agreement and Business has been operated in the transactions to take place pursuant hereto on or prior ordinary course consistent with past practices, (b) there has not been any Material Adverse Change with respect to the Closing Date or as disclosed in Section 2.08 Business and to the knowledge of the Disclosure Schedule, since December 31, 1998Company or the Stockholders, there has not been any event or condition which, with the passage of time, the giving or receipt of notice or the occurrence or nonoccurrence of any other circumstance, action or event, that would reasonably be expected to constitute a Material Adverse Change with respect to the Business, (c) there has not been any material deterioration of relations between the Company or its Subsidiaries and their suppliers or Personnel and (d) to the knowledge of the Stockholders or the Company there has been no threatened Material Adverse Change with respect to the Company and its Subsidiaries taken as a whole or any event or condition which, with the passage of time, the giving or receipt of notice or the occurrence or nonoccurrence of any other circumstance, action or event, that would reasonably be expected to result in a threatened Material Adverse Change with respect to the Company and its Subsidiaries taken as a whole. Without limiting the generality of the foregoing, except as set forth in Schedule 3.10, the Company and its Subsidiaries have not: (i) sold, assigned, leased or transferred any Material Adverse Effect on of their Assets, material singly or in the Companyaggregate to the Company and its Subsidiaries taken as a whole, Galaxy Mallother than Inventory sold or disposed of in the ordinary course of business, or IMIconsistent with past practice, to persons who are not Affiliates of the Company for fair consideration; (ii) any declaration, setting aside canceled or payment of any dividend onterminated, or other distribution (whether in cashamended, stock modified or property) in respect of waived any of the Company's, Galaxy Mall's or IMI's capital stock, or any purchase, redemption or other acquisition by the Company, Galaxy Mall, or IMI of any of Galaxy Mall's or IMI's capital stockmaterial term of, any other securities, or any options, warrants, calls or rights to acquire any such shares or other securities except for repurchases from employees following their termination pursuant to the terms of their pre-existing stock option or purchase agreements, Material Contract; (iii) any split, combination (A) increased the compensation payable or reclassification of to become payable to any of the Company's, Galaxy Mall its directors or IMI's capital stockofficers, (ivB) increased the base compensation payable or to become payable to any granting by the Company, Galaxy Mall of its Personnel who are not directors or IMI of any increase in compensation or fringe benefitsofficers, except for normal periodic increases in such base compensation (not exceeding, in each case, 5%) in the ordinary course of cash business, consistent with past practice, (C) increased any sales commission rate, bonus or other compensation based on sales payable or to become payable to any of its Personnel who are not directors or officers, (D) granted, made or accrued any loan, bonus, severance, termination or continuation fee, incentive compensation (excluding sales commissions), service award or other like benefit, to or for the benefit of any of its Personnel, except pursuant to the Employee Plans set forth in Schedule 3.21, (E) adopted, amended or caused or suffered any addition to or modification of any Employee Plan, other than (1) contributions made in the ordinary course of business, consistent with past practice or (2) the extension of coverage to any of its Personnel who became eligible after the date of this Agreement, (F) granted any additional stock options or performance unit grants or other interest under any Employee Plan, (G) entered into any new employment or consulting agreement or caused or suffered any written or oral termination, cancellation or amendment of any such employment or consulting agreement to which it is a party (except with respect to any employee at will without a written agreement), (H) entered into any collective bargaining agreement or caused or suffered any termination or amendment of any collective bargaining agreement to which it is a party or (I) with respect to any shareholder of the Company or any Affiliate of any shareholder, granted, made or accrued any payment or distribution or other like benefit, contingently or otherwise, or otherwise transferred Assets, including any payment of principal of or interest on any debt owed to any such shareholder or Affiliate, other than (1) any payments to such person in the ordinary course of business in his capacity as an employee of the Company or any of its Subsidiaries and (2) any transactions between the Company and its Subsidiaries, in the ordinary course of business and on an arms' length basis; (iv) made any capital expenditure or any commitment to make any capital expenditure in excess of $50,000 in the aggregate; (v) except in the ordinary course of business, executed (A) any Lease for real property or (B) any Lease for personal property involving annual payments in excess of $17,500, or, with respect to clauses (A) and (B) of this clause (v), offered to execute any Lease or incurred any liability therefor; (vi) made any payments or given any other consideration to customers or suppliers, other than payments under, and in accordance with the terms of, Contracts in effect on the date hereof and other than in the ordinary course of business consistent with past practice; (vii) changed its accounting methods, principles or practices, including any change in the application or interpretation of GAAP; (viii) suffered any damage, destruction or casualty loss (whether or not covered by insurance) affecting its physical properties that exceeded $17,500 in any one instance or $87,500 in the aggregate; (A) issued or sold, or entered into any agreement obligating it to issue or sell, (B) declared, set aside for payment or paid dividends or distributions in respect of, or (C) directly or indirectly redeemed, purchased or otherwise acquired, or split, combined, reclassified or otherwise adjusted, any class or series of capital stock or any securities convertible into or exchangeable for capital stock; (A) incurred any indebtedness for borrowed money or entered into any commitment to borrow money or (B) incurred any obligations for any performance bonds, payment bonds, bid bonds, surety bonds, letters of credit, guarantees or similar instruments; (xi) changed or amended its Certificate or Articles of Incorporation or Bylaws; (xii) (A) acquired (by merger, consolidation, acquisition of stock, other securities or assets or otherwise), (B) made a capital investment (whether through the acquisition of an equity interest, the making of a loan or advance or otherwise) in or (C) guaranteed indebtedness for borrowed money of, (1) any Person or (2) any portion of the assets of any Person that constitutes a division or operating unit of such Person; (xiii) mortgaged or pledged, or otherwise made or suffered any Encumbrance (other than any Permitted Encumbrance) on, any material Asset or group of Assets that are material in the aggregate; (xiv) revalued any of their Assets, including any write-off of notes, accounts receivable or fixed Assets, or any payment by the Company, Galaxy Mall or IMI of increase in any bonus, except for bonuses made reserve (other than in the ordinary course of business consistent with past practice), involving in excess of $17,500 individually or $87,500 in the aggregate (such amounts to be calculated without netting any granting by the Company, Galaxy Mall decrease); (xv) granted any license or IMI of any increase in severance or termination pay or any entry by the Company, Galaxy Mall or IMI into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company, Galaxy Mall or IMI of the nature contemplated hereby, (v) entry by the Company, Galaxy Mall or IMI into any licensing or other agreement with regard to the acquisition or disposition sublicense of any material Intellectual Property other than licenses, distribution agreements, advertising agreements, sponsorship agreements rights under or merchant program agreements entered into in the ordinary course of business consistent with past practice, (vi) any amendment or consent with respect to any licensing agreement filed Intellectual Property; (xvi) amended, cancelled or required suffered termination of any License or Permit that is material to be filed with the SECCompany or any of its Subsidiaries; (xvii) canceled, waived or released any right or claim (viior series of related rights or claims) (A) owed, directly or indirectly, by any officer, director or any of the Stockholders to the Company or any of its Subsidiaries or (B) owed by any other Person to the Company or any of its Subsidiaries involving in excess of $10,000 individually or $50,000 in the aggregate; (xviii) made any material change by in the Company, Galaxy Mallpolicies of employment; or (xix) committed, or IMI in its accounting methodsentered into any Contract, principles or practices, except as required by concurrent changes in GAAP, or (viii) any material revaluation by to do any of the Company, Galaxy Mall, or IMI of any of its assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable other than in the ordinary course of businessforegoing.

Absence of Changes. Except for the execution and delivery of this Agreement and the transactions to take place pursuant hereto on or prior to the Closing Date or as disclosed in Section 2.08 of the Disclosure Schedule, since Since December 31, 1998, (a) the Buyer has not entered into any transaction which was not in the ordinary course of business, (b) there has been no material adverse change in the condition (financial or otherwise) of the business, property, assets or liabilities of the Buyer other than changes in the ordinary course of its business, none of which, individually or in the aggregate, has been materially adverse, (c) there has been no damage to, destruction of or loss of physical property (whether or not covered by insurance) materially adversely affecting the assets, prospects, financial condition, operating results, business or operations of the Buyer, (d) the Buyer has not declared or paid any dividend or made any distribution on its stock, or redeemed, purchased or otherwise acquired any of its stock, (e) the Buyer has not materially changed any compensation arrangement or agreement with any of its key employees or executive officers, or materially changed the rate of pay of its employees as a group, (f) the Buyer has not changed or amended any material contract by which the Buyer or any of its assets are bound or subject, except as contemplated by this Agreement, (g) there has been no resignation or termination of employment of any key officer or employee of the Buyer and the Buyer does not know of any impending resignation or termination of employment of any such officer or employee that if consummated could reasonably be expected to have a Buyer Material Adverse Effect, (h) there has been no change, except in the ordinary course of business, in the material contingent obligations of the Buyer (nor in any contingent obligation of the Buyer regarding any director, stockholder or key employee or officer of the Buyer) by way of guaranty, endorsement, indemnity, warranty or otherwise, (i) there have been no loans made by the Buyer to any of its employees, officers or directors other than travel advances and other advances made in the ordinary course of business, (j) there has been no waiver by the Buyer of a valuable right or of a material debt owing to it, and (k) there has not been (i) any Material Adverse Effect on the Companysatisfaction or discharge of any lien, Galaxy Mall, claims or IMI, (ii) encumbrance or any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of any of the Company's, Galaxy Mall's or IMI's capital stock, or any purchase, redemption or other acquisition obligation by the Company, Galaxy Mall, or IMI of any of Galaxy Mall's or IMI's capital stock, any other securities, or any options, warrants, calls or rights to acquire any such shares or other securities except for repurchases from employees following their termination pursuant to the terms of their pre-existing stock option or purchase agreements, (iii) any split, combination or reclassification of any of the Company's, Galaxy Mall or IMI's capital stock, (iv) any granting by the Company, Galaxy Mall or IMI of any increase in compensation or fringe benefitsBuyer, except for normal increases of cash compensation in the ordinary course of business consistent with past practice, or any payment by the Company, Galaxy Mall or IMI of any bonus, except for bonuses made in the ordinary course of business consistent with past practice, or any granting by the Company, Galaxy Mall or IMI of any increase in severance or termination pay or any entry by the Company, Galaxy Mall or IMI into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of and which are contingent or the terms of which are materially altered upon the occurrence of could not be reasonably expected to have a transaction involving the Company, Galaxy Mall or IMI of the nature contemplated hereby, (v) entry by the Company, Galaxy Mall or IMI into any licensing or other agreement with regard to the acquisition or disposition of any material Intellectual Property other than licenses, distribution agreements, advertising agreements, sponsorship agreements or merchant program agreements entered into in the ordinary course of business consistent with past practice, (vi) any amendment or consent with respect to any licensing agreement filed or required to be filed with the SEC, (vii) any material change by the Company, Galaxy Mall, or IMI in its accounting methods, principles or practices, except as required by concurrent changes in GAAP, or (viii) any material revaluation by any of the Company, Galaxy Mall, or IMI of any of its assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable other than in the ordinary course of businessBuyer Material Adverse Effect.

Absence of Changes. Except for the execution and delivery of this Agreement and the transactions to take place pursuant hereto as set forth on or prior to the Closing Date or as disclosed in Section 2.08 Schedule 4.5 of the Disclosure Schedule, since December 31, 1998, there has not been (i) any Material Adverse Effect on the Company, Galaxy Mall, or IMI, (ii) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of any of the Company's, Galaxy Mall's or IMI's capital stock, or any purchase, redemption or other acquisition by the Company, Galaxy Mall, or IMI of any of Galaxy Mall's or IMI's capital stock, any other securities, or any options, warrants, calls or rights to acquire any such shares or other securities except for repurchases from employees following their termination pursuant 2020 to the terms date of their pre-existing stock option or purchase agreementsthis Agreement, (iii) any split, combination or reclassification of any of the Company's, Galaxy Mall or IMI's capital stock, (iv) any granting by the Company, Galaxy Mall or IMI of any increase in compensation or fringe benefits, except for normal increases of cash compensation each Company and Subsidiary has operated in the ordinary course of business business, consistent with past practice, and has (a) conducted its operations in compliance, in all material respects, with applicable Law, (b) maintained its material Permits, (c) preserved its material assets and properties in reasonable repair and condition, and (d) retained the services of its executive officers and key employees. Without limiting the generality of the foregoing, since December 31, 2020, (i) there has not been any Material Adverse Effect and (ii) there has not been any action by a Company or Subsidiary to: (A) declare, set aside, make or pay a dividend on, or make any other distribution in respect of, its equity securities except dividends and distributions of cash that would not have a material adverse impact on the operation of the businesses of the Companies and Subsidiaries and dividends and distributions among the Companies and the Subsidiaries; (B) (x) issue, sell, transfer, pledge, grant, dispose of, encumber or deliver any equity securities of any class or any payment by the Company, Galaxy Mall securities convertible into or IMI exercisable or exchangeable for voting or equity securities of any bonusclass or (y) adjust, except split, combine, recapitalize or reclassify any of its equity securities; (C) redeem, purchase or otherwise acquire any outstanding equity securities or a material portion of the assets of any Person, including by merger, consolidation or business combination transaction; (D) adopt any amendments to their respective Governing Documents; (E) dissolve or liquidate the Companies or any of the Subsidiaries or take any action for bonuses made in their winding up, liquidation, dissolution or reorganization or for the appointment of a receiver, administrator, administrative receiver, trustee or similar officer of all or any of their assets or revenues; (F) sell, assign, license, transfer, pledge or otherwise dispose of or incur any Lien (other than Permitted Liens) on any material assets (including any material Intellectual Property Rights) outside the ordinary course of business consistent business; (G) except as required by Law, change any of the accounting principles or practices used by the Companies or any of the Subsidiaries; (H) make, change or revoke any Tax election, change an annual Tax accounting period, adopt or change any accounting method with past practicerespect to material Taxes, file any materially amended Tax Return, enter into any closing agreement with respect to Taxes, settle or compromise any proceeding with respect to any Tax claim or assessment relating to any Company or any of the Subsidiaries, surrender any right to claim a refund of Taxes, or consent to any granting extension or waiver of the limitation period applicable to any Tax claim or assessment relating to any Company or any of the Subsidiaries; (I) except as required pursuant applicable Law, or as required by the CompanyBenefit Plans existing as of the date hereof, Galaxy Mall (x) increase the compensation or IMI compensation eligibility of any increase Employee, other than increases in severance base salary or termination pay or base wage rate (and any entry by the Company, Galaxy Mall or IMI into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company, Galaxy Mall or IMI of the nature contemplated hereby, (v) entry by the Company, Galaxy Mall or IMI into any licensing or other agreement with regard resulting increases in incentive compensation to the acquisition extent determined relative to base salary or disposition of any material Intellectual Property other than licenses, distribution agreements, advertising agreements, sponsorship agreements or merchant program agreements entered into base wage rate) in the ordinary course of business consistent with past practice, (viy) adopt, enter into, terminate or amend any amendment or consent with respect to any licensing agreement filed or required to be filed with the SEC, (vii) any material change by the Company, Galaxy Mall, or IMI in its accounting methods, principles or practicesCompany Benefit Plan, except as required by concurrent for routine changes in GAAP, or (viii) any material revaluation by any of the Company, Galaxy Mall, or IMI of any of its assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable other than in the ordinary course of business, or (z) adopt or enter into any collective bargaining agreement or recognize any union or other labor organization or employee group as the bargaining representative for any Employee; (J) enter into any transaction with any officer, director, equityholder or Affiliate of any Company or Subsidiary; (K) make any charitable contributions in excess of fifty thousand Dollars ($50,000), individually or in the aggregate, or pledge to make any charitable contributions; (L) hire or terminate (other than for cause and in accordance with the Companies’ ordinary course human resources practices) the employment of any employee with an annual salary greater than one hundred thousand Dollars ($100,000); (M) enter into any corrective action plan, consent, decree or other Governmental Order; (N) alter, through merger, liquidation, reorganization, restructuring, election or in any other manner, the corporate structure, ownership or classification for Tax purposes of the Companies or Subsidiaries (except as contemplated by this Agreement); (O) initiate any Action or enter into any settlement, compromise or waiver in respect of any Action; or (P) agree or commit to do, or enter into any Contract to take, or resolve, authorize or approve any action to do, any of the foregoing actions.

Absence of Changes. Except for Since the execution and delivery date of this Agreement and the transactions to take place pursuant hereto Most Recent Balance Sheet, except as set forth on or prior to the Closing Date or as disclosed in Section 2.08 2.19 of the Disclosure Schedule, since December 31, 1998Schedule and except for the transactions contemplated by this Agreement, there has not been (i) any event or development which, individually or together with other such events, could reasonably be expected to have a Company Material Adverse Effect on and the Company, Galaxy Mall, or IMI, (ii) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of any of the Company's, Galaxy Mall's or IMI's capital stock, or any purchase, redemption or other acquisition by the Company, Galaxy Mall, or IMI of any of Galaxy Mall's or IMI's capital stock, any other securities, or any options, warrants, calls or rights to acquire any such shares or other securities except for repurchases from employees following their termination pursuant to the terms of their pre-existing stock option or purchase agreements, (iii) any split, combination or reclassification of any of the Company's, Galaxy Mall or IMI's capital stock, (iv) any granting by the Company, Galaxy Mall or IMI of any increase in compensation or fringe benefits, except for normal increases of cash compensation in the ordinary course of business Business has been conducted consistent with past practice. Without limiting the foregoing, except as set forth on Section 2.19 of the Disclosure Schedule and except for the transactions contemplated in this Agreement, since the date of the Most Recent Balance Sheet none of the Quadrant Sellers, the Company or any payment by Subsidiary has (except to the extent such exception is limited to only the Subsidiaries for purposes of performance of this Agreement): (a) From the date of the Most Recent Balance Sheet through the date hereof, (i) declared, set aside or paid any dividend or other distribution in respect of the Membership Interests of the Company that would result in less than $250,000 in Acquired Company Cash to be available at Closing; or (ii) from the date hereof through the Closing, effected any Pre-Closing Distribution which would result in Non-Cash Working Capital of the Company on the Closing Date to be less than 20% of the trailing twelve months’ Net Sales of the Company, Galaxy Mall as determined as of the most recent calendar month-end prior to the Closing Date; or IMI of (iii) directly or indirectly redeemed, purchased or otherwise acquired any bonusother Equity Interests; (b) authorized, except for bonuses made in the ordinary course of business consistent with past practiceissued, sold or otherwise disposed of, or granted any granting by option with respect to any Membership Interests of the Company, Galaxy Mall or IMI modified or amended any right of any increase in severance holder of any Equity Interests of the Company or termination pay option with respect thereto; (c) except as required by applicable Law and Regulation or any entry by the Company, Galaxy Mall or IMI into any currently effective employment, severance, termination or indemnification employment agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company, Galaxy Mall or IMI other Employee Benefit Plan in existence as of the nature contemplated herebydate of this Agreement, (v) entry by the Company, Galaxy Mall or IMI into any licensing or other agreement with regard to the acquisition or disposition of any material Intellectual Property other than licenses, distribution agreements, advertising agreements, sponsorship agreements or merchant program agreements entered into in the ordinary course of business consistent with past practice, (vii) increased salary, wages or other compensation (including, without limitation, any bonuses, commissions and any other payments) of any officer, employee or consultant of the Company or any Subsidiary; (ii) established or modified (A) targets, goals, pools or similar provisions under any Employee Benefit Plan, employment contract or other employee compensation arrangement or (B) salary ranges, increase guidelines or similar provisions in respect of any Employee Benefit Plan, employment Contract or other employee compensation arrangement; or (iii) adopted, entered into, amended, modified or terminated (in whole or in part) any amendment Employee Benefit Plan; (d) (i) incurred or increased any indebtedness, (ii) made or agreed to make any loans to any Person or (iii) made or agreed to make any voluntary purchase, cancellation, prepayment or complete or partial discharge in advance of a scheduled payment date with respect to, or waiver of any right of the Company or any Subsidiary, or the Company or any Subsidiary under, any indebtedness of or owing to the Company or such Subsidiary; (e) suffered any physical damage, destruction or other casualty loss (whether or not covered by insurance) adversely affecting any of the real or personal property or equipment of the material assets and properties of the Company or any Subsidiary prior to Closing; (f) failed to pay or satisfy when due any material obligation of the Company or any Subsidiary; (g) acquired any business or assets and properties of any Person (whether by merger, consolidation or otherwise) or disposed or leased, or incurred a Lien (other than a Permitted Lien) on, any assets and properties of the Company or any Subsidiary, in each case, other than acquisitions or dispositions of products in the Ordinary Course of Business of the Company and such Subsidiary; (h) entered into, amended, modified, terminated (in whole or in part) or granted a waiver under or given any consent with respect to any licensing Intellectual Property; (i) commenced, terminated or changed any line of the Business; (j) entered into any transaction with any member (or any member’s Affiliates) or Affiliate of the Company or any Subsidiary; (k) made any change in the accounting methods or procedures of the Company or any Subsidiary; or (l) entered into any agreement filed or required to be filed with the SEC, (vii) any material change by the Company, Galaxy Mall, or IMI in its accounting methods, principles or practices, except as required by concurrent changes in GAAP, or (viii) any material revaluation by do any of the Company, Galaxy Mall, or IMI of any of its assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable other than things described in the ordinary course of businesspreceding paragraphs.

Absence of Changes. Except for (a) Since December 31, 2000 there has not been any: (i) material adverse change in the execution and delivery Purchased Assets, the Business or the operations, liabilities, profits, prospects or condition (financial or otherwise) of this Agreement and the transactions to take place pursuant hereto on or prior Seller, with respect to the Closing Date Business and, to the knowledge of Seller, no fact or condition exists or is contemplated or threatened which might reasonably be expected to cause such a change in the future; (ii) destruction, damage to, or loss adversely affecting any material Purchased Asset or the Business (whether or not covered by insurance); or (iii) material adverse change in the operations, liabilities, profits, prospects or condition (financial or otherwise) of either Subsidiary and, to the knowledge of Seller, no fact or condition exists or is contemplated or threatened which might reasonably be expected to cause such a change in the future. (b) Except as disclosed set forth in Section 2.08 3.17 of the Disclosure Schedule, since ------------ December 31, 19982000, there Seller and the Former Owner have conducted the Business only in the ordinary course and in conformity with past practice. Without limiting the generality of the foregoing, since December 31, 2000, except as set forth in such Schedule, neither Seller nor the Former Owner has not been , in respect of the Business: (i) any Material Adverse Effect on the Companysold, Galaxy Mallleased (as lessor), transferred or otherwise disposed of, or IMImortgaged or pledged, (ii) or imposed or suffered to be imposed any declaration, setting aside or payment of any dividend Encumbrance on, or other distribution (whether in cash, stock or property) in respect of any of the Company's, Galaxy Mall's or IMI's capital stock, assets reflected on the December 31 Pro Forma Balance Sheet or any purchase, redemption or other acquisition assets acquired by the Company, Galaxy Mall, Former Owner or IMI of any of Galaxy Mall's or IMI's capital stock, any other securities, or any options, warrants, calls or rights to acquire any such shares or other securities except for repurchases from employees following their termination pursuant Seller with respect to the terms of their pre-existing stock option or purchase agreementsBusiness after December 31, (iii) any split, combination or reclassification of any of the Company's, Galaxy Mall or IMI's capital stock, (iv) any granting by the Company, Galaxy Mall or IMI of any increase in compensation or fringe benefits2000, except for normal increases inventory and minor amounts of cash compensation personal property sold or otherwise disposed of for fair value in the ordinary course of business the Business consistent with past practice, practice and except for Permitted Exceptions and Permitted Encumbrances; (ii) cancelled any debts owed to or any payment claims held by Seller with respect to the Company, Galaxy Mall or IMI Business (including the settlement of any bonus, except for bonuses made claims or litigation) other than in the ordinary course of business the Business consistent with past practice, ; (iii) accelerated or any granting delayed collection of notes or accounts receivable generated by the Company, Galaxy Mall Business in advance of or IMI of any increase in severance or termination pay or any entry by the Company, Galaxy Mall or IMI into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which are contingent beyond their regular due dates or the terms of which are materially altered upon dates when the occurrence of a transaction involving the Company, Galaxy Mall or IMI of the nature contemplated hereby, (v) entry by the Company, Galaxy Mall or IMI into any licensing or other agreement with regard to the acquisition or disposition of any material Intellectual Property other than licenses, distribution agreements, advertising agreements, sponsorship agreements or merchant program agreements entered into same would have been collected in the ordinary course of business the Business consistent with past practice; (iv) delayed or accelerated payment of any account payable or other liability of the Business beyond or in advance of its due date or the date when such liability would have been paid in the ordinary course of the Business consistent with past practice; (v) allowed the levels of raw materials, supplies, work-in-process or other materials included in the inventory of the Business to vary in any material respect from the levels customarily maintained in the Business; (vi) instituted any amendment increase in any compensation payable to any employee of Seller or consent Former Owner with respect to the Business or in any licensing agreement filed profit-sharing, bonus, incentive, deferred compensation, insurance, pension, retirement, medical, hospital, disability, welfare or required other benefits made available to be filed employees of Seller or Former Owner with respect to the SEC, Business; (vii) made any material change in the accounting principles and practices used by Seller from those applied in preparation of the Company, Galaxy Mall, or IMI in its accounting methods, principles or practices, except as required by concurrent changes in GAAP, or December 31 Pro Forma Balance Sheet; (viii) prepared or filed any material revaluation by Tax return inconsistent with past practice or, on any of the Companysuch Tax return, Galaxy Malltaken any position, made any election, or IMI of adopted any of its assetsmethod that (x) is inconsistent with positions taken, includingelections made or methods used in preparing or filing similar Tax returns in prior periods, without limitationand (y) could reasonably be expected to have any impact on Buyer's tax liability, writing down under applicable law or under this Agreement, for any period after the value of capitalized inventory Closing Date; (ix) entered into any other contract or writing off notes or accounts receivable transaction pertaining to the Business other than in the ordinary course of business; or (x) agreed to do any of the things described in the preceding clauses (i) through (ix) except as contemplated in this Agreement.

Absence of Changes. Except for the execution and delivery of this Agreement and the transactions to take place pursuant hereto on or prior to the Closing Date or as disclosed set forth in Section 2.08 3.1(e) of the Disclosure Schedule, since December 31May 1, 19982002, the Sellers have operated the Business in the Ordinary Course of Business, and there has not been with respect to the Business or the Acquired Assets: (i) any event that had a Material Adverse Effect on other than losses, if any, incurred in the Company, Galaxy Mall, or IMI, Ordinary Course of Business; (ii) any declarationdamage, setting aside destruction or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of loss to any of the Company'sAcquired Assets, Galaxy Mall's whether or IMI's capital stock, or any purchase, redemption or other acquisition not covered by the Company, Galaxy Mall, or IMI of any of Galaxy Mall's or IMI's capital stock, any other securities, or any options, warrants, calls or rights to acquire any such shares or other securities except for repurchases from employees following their termination pursuant to the terms of their pre-existing stock option or purchase agreements, insurance; (iii) any splitLiability relating in any manner to, combination or reclassification of arising from the Business (a "BUSINESS LIABILITY") created, assumed, guaranteed or incurred, or any material transaction or Contract relating in any manner to the Business entered into, by either of the Company's, Galaxy Mall Sellers or IMI's capital stock, any Seller Affiliate other than in the Ordinary Course of Business and which individually or in the aggregate are not material to the Business; (iv) any granting by the Companypayment, Galaxy Mall discharge or IMI satisfaction of any increase material Encumbrance on any of the Acquired Assets or any Business Liability or any cancellation of any material debt or claim relating in compensation any manner to, or fringe benefits, except for normal increases arising from the Business or any of cash compensation in the ordinary course of business consistent with past practiceAcquired Assets, or any payment by the Company, Galaxy Mall or IMI of any bonus, except for bonuses made in the ordinary course of business consistent with past practice, or any granting by the Company, Galaxy Mall or IMI of any increase in severance or termination pay or any entry by the Company, Galaxy Mall or IMI into any currently effective employment, severanceamendment, termination or indemnification agreement waiver of any right of either of the Sellers or any agreement Seller Affiliate relating in any manner to, or arising from the benefits of which are contingent Business or the terms of which are materially altered upon the occurrence of a transaction involving the Company, Galaxy Mall any part thereof or IMI any of the nature contemplated hereby, Acquired Assets other than those undertaken in the Ordinary Course of Business; (v) entry by the Companyany license, Galaxy Mall or IMI into any licensing sale, transfer, pledge, mortgage or other agreement with regard to the acquisition or disposition of any material Intellectual Property tangible or intangible asset (including any IP Assets) relating in any manner to, or used or held for use in the Business or any part thereof, other than licenses, distribution agreements, advertising agreements, sponsorship agreements or merchant program agreements entered into in the ordinary course Ordinary Course of business consistent with past practice, Business; (vi) any amendment termination of, or consent with respect written indication of an intention to terminate or not renew, any licensing agreement filed material Contract to which either of the Sellers or required any Seller Affiliate is a party that relates in any manner to be filed with the SEC, Business or any part thereof or any of the Acquired Assets; (vii) any material change by write-down or write-up of the Company, Galaxy Mallvalue of any Acquired Asset, or IMI any write-off of any accounts receivable or notes receivable of either of the Sellers or any Seller Affiliate or any portion thereof relating in its accounting methods, principles or practices, except as required by concurrent changes in GAAPany manner to, or arising from the Business or any part thereof or any of the Acquired Assets; (viii) any material revaluation increase in or modification of compensation payable or to become payable to any Transferred Employee, or the entering into of any employment, consulting or similar Contract with any Transferred Employee; (ix) any increase in or modification or acceleration of any benefits payable or to become payable under any bonus, pension, severance, insurance or other benefit plan, payment or arrangement (including, but not limited to, the granting of stock options, restricted stock awards or stock appreciation rights) made to, for or with any Transferred Employee; (x) any change in the accounting methods or practices followed by the Sellers or any Seller Affiliate or any change in depreciation or amortization policies or rates theretofore adopted relating in any manner to the Business or any part thereof or any of the Company, Galaxy Mall, Acquired Assets; (xi) any change in the manner in which the Sellers or IMI any Seller Affiliate extends discounts or credit to customers or otherwise deals with past or present customers of the Business; (xii) any amendments or changes in the governing instruments of its assetseither Seller, including, without limitation, the Certificate of Incorporation or by-laws of each of the Sellers; (xiii) any labor dispute or any union organizing campaign, which in any way affects any Transferred Employee; (xiv) the commencement of any litigation or other action by or against either of the Sellers or any Seller Affiliate that arose out of or in connection with the Business or any part thereof or relates to any of the Acquired Assets; or (xv) any agreement, understanding, authorization or proposal, whether in writing down or otherwise, for either of the value Sellers or any Seller Affiliate to take any of capitalized inventory or writing off notes or accounts receivable other than the actions specified in the ordinary course of businessitems (i) through (xiv) above.

Absence of Changes. Except (a) Since December 31, 2004, (i) the Seller Business has been operated in the ordinary course in a manner consistent with past practice and (ii) there has not been a change, event, development or circumstance that has had or would reasonably be expected to have a Seller Material Adverse Effect, but for the execution and delivery purposes of this Agreement and Section 3.11(a), with respect to clause (a) of the transactions to take place pursuant hereto on definition of Seller Material Adverse Effect shall exclude any change or prior development involving (w) a prospective change arising out of any proposed or adopted legislation, or any other proposal or enactment by any governmental, regulatory or administrative authority, (x) general conditions applicable to the Closing Date or as disclosed in Section 2.08 economy of the Disclosure ScheduleUnited States, including changes in interest rates, (y) conditions or effects resulting from the announcement of the existence and terms of this Agreement, or (z) conditions or factors affecting the industry in the United States in which the Seller Business operates, taken as a whole; provided, with respect to clauses (w) or (x) above, that such change, event, development or circumstance does not affect the Seller Business to a materially greater extent than other participants in the industry in the United States in which the Seller Business operates generally. (b) Without limiting the foregoing, since December 31, 19982004, there neither Seller nor any of its Affiliates has not been with respect to the Seller Business: (i) granted or committed to grant any Material Adverse Effect on the Companybonus, Galaxy Mall, or IMI, (ii) any declaration, setting aside or payment of any dividend oncommission, or other distribution (whether in cashform of incentive compensation or increased or committed to increase the compensation, stock fees or property) pension, welfare, fringe or other benefits provided or payable to or in respect of any employees of the Company's, Galaxy Mall's or IMI's capital stock, or any purchase, redemption or other acquisition by the Company, Galaxy Mall, or IMI of any of Galaxy Mall's or IMI's capital stock, any other securities, or any options, warrants, calls or rights to acquire any such shares or other securities except for repurchases from employees following their termination pursuant to the terms of their pre-existing stock option or purchase agreements, (iii) any split, combination or reclassification of any of the Company's, Galaxy Mall or IMI's capital stock, (iv) any granting by the Company, Galaxy Mall or IMI of any increase in compensation or fringe benefitsSeller Business, except for normal customary bonuses and regular salary increases of cash compensation in the ordinary course of business consistent with past practice, or any payment by the Company, Galaxy Mall or IMI of any bonus, except for bonuses made in the ordinary course of business business, consistent with past practicepractices, or granted any granting by the Company, Galaxy Mall or IMI of any increase in severance or termination pay pay; (ii) except in the ordinary course, written off any accounts receivable without adequate consideration; (iii) made any material change in any method of accounting (for book or any entry by the CompanyTax purposes) or accounting practice; (iv) purchased or otherwise acquired, Galaxy Mall or IMI into any currently effective employmentsold, severanceleased, termination transferred or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company, Galaxy Mall or IMI of the nature contemplated hereby, (v) entry by the Company, Galaxy Mall or IMI into any licensing or other agreement with regard to the acquisition or disposition otherwise disposed of any material Intellectual Property other than licenses, distribution agreements, advertising agreements, sponsorship agreements properties or merchant program agreements entered into in material assets of the ordinary course of business consistent with past practice, (vi) any amendment or consent with respect to any licensing agreement filed or required to be filed with the SEC, (vii) any material change by the Company, Galaxy Mall, or IMI in its accounting methods, principles or practicesSeller Business, except as required by concurrent changes in GAAP, or (viii) any material revaluation by any of the Company, Galaxy Mall, or IMI of any of its assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable other than in the ordinary course of business, consistent with past practices; (v) entered into any leases with respect to the Seller Real Property; (vi) terminated or amended any Material Seller Contract; (vii) entered into, terminated or amended any Contracts or other agreements with respect to intellectual property rights, except in the ordinary course of business; (viii) suffered any material Damage to the assets of the Seller Business; (ix) permitted or suffered any material Lien on any of the Seller Assets, other than Permitted Encumbrances; (x) commenced or initiated any lawsuit, action or proceeding with respect to the Seller Business or Seller Assets, except in the ordinary course of business; (xi) incurred any indebtedness, material liability or obligation (whether absolute, accrued, contingent or otherwise) with respect to the Seller Business, except in the ordinary course of business, consistent with past practices; (xii) waived, abandoned or otherwise disposed of any material rights in or to any intangible property related to the Seller Business; or (xiii) agreed (whether or not in writing) to do any of the foregoing.

Absence of Changes. Except for the execution and delivery of this Agreement and the transactions to take place pursuant hereto on or prior 3.5.1 With respect to the Closing Date or as disclosed in Section 2.08 of the Disclosure SchedulePurchased Business, since December 31, 1998, 2005 and except as set forth in Section 3.5 of the Seller's Disclosure Schedule: 3.5.1.1 there has been no changes in the affairs, business, operations or condition of the Purchased Business, financial or otherwise (whether arising as a result of any legislative or regulatory change, revocation of any license or right to do business, fire, explosion, accident, casualty, labour dispute, flood, drought, riot, storm, condemnation, act of God, public force or otherwise, whether or not been (icovered by insurance) any that has a Material Adverse Effect Effect, except changes occurring in the Ordinary Course of Business which do not have a Material Adverse Effect; 3.5.1.2 the Purchased Business has been carried on in the Ordinary Course of Business and the Seller has not entered into any transaction out of the Ordinary Course of Business; 3.5.1.3 the Seller has not disposed of any capital assets or incurred or authorized any capital expenditures in excess of $25,000 in the aggregate in connection with or having an effect on the Company, Galaxy Mall, or IMI, (ii) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of any of Purchased Business; 3.5.1.4 the Company's, Galaxy Mall's or IMI's capital stock, or Seller has not made any purchase, redemption or other acquisition by the Company, Galaxy Mall, or IMI of any of Galaxy Mall's or IMI's capital stock, any other securities, or any options, warrants, calls or rights to acquire any such shares or other securities except for repurchases from employees following their termination pursuant to the terms of their pre-existing stock option or purchase agreements, (iii) any split, combination or reclassification of any of the Company's, Galaxy Mall or IMI's capital stock, (iv) any granting by the Company, Galaxy Mall or IMI of any increase in compensation or fringe benefits, except for normal increases of cash compensation in the ordinary course of business consistent with past practice, or any payment by the Company, Galaxy Mall or IMI of any bonus, except for bonuses made in the ordinary course of business consistent with past practice, or any granting by the Company, Galaxy Mall or IMI of any increase in severance or termination pay or any entry by the Company, Galaxy Mall or IMI into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company, Galaxy Mall or IMI of the nature contemplated hereby, (v) entry by the Company, Galaxy Mall or IMI into any licensing or other agreement with regard to the acquisition sale or disposition of any material Intellectual Property asset or property other than licensesin the Ordinary Course of Business, distribution nor mortgaged, pledged or subjected to lien, charge or Encumbrance of any kind, any of the Assets other than in the Ordinary Course of Business; 3.5.1.5 there has been no change in the accounting methods or tax practices or elections used by the Seller; 3.5.1.6 except for the Other Lease, no party (including the Seller) has accelerated, terminated, modified, or cancelled any agreement, contract, lease or license (or series of related agreements, advertising agreementscontracts, sponsorship agreements leases, and licenses) involving more than $10,000 to which the Seller is a party or merchant program agreements by which it is bound; 3.5.1.7 the Seller has not entered into any employment contract or collective bargaining agreement, written or oral, or modified the terms of any existing employment contract or agreement other than for hourly workers hired or given wage increases by oral agreement; 3.5.1.8 the Seller has not granted any bonuses or other increase in the ordinary course compensation of business consistent with past practiceany of its employees, (vi) including the Transferred Employees, and has not increased the compensation to any amendment other employees or consent independent contractors outside the Ordinary Course of Business; 3.5.1.9 the Seller has not adopted, amended, modified, or terminated any bonus, profit-sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its employees; 3.5.1.10 the Seller has not made any other change in employment terms for any of its employees outside the Ordinary Course of Business; 3.5.1.11 the Seller has not entered into any contract or agreement relating to the construction of tenant improvements with respect to any licensing agreement filed or required to be filed with the SEC, (vii) any material change by the Company, Galaxy Mall, or IMI in its accounting methods, principles or practices, except as required by concurrent changes in GAAP, or (viii) any material revaluation by any of the Company, Galaxy Mall, or IMI of any of its assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable other than in the ordinary course of business.Leased Premises;

Absence of Changes. Except for the execution and delivery of this Agreement and the transactions to take place pursuant hereto on or prior to the Closing Date or as disclosed in the SEC Reports or in Section 2.08 3.9 of the Disclosure Schedule (other than paragraph (a) of this Section 3.9, which shall not be qualified by Section 3.9 of the Disclosure Schedule) or as specifically required in this Agreement, the Seller and its Subsidiaries have conducted the Business only in the Ordinary Course of Business since December 31the 2000 Fiscal Year End and, 1998(i) since July 25, 2001, with respect to paragraph (a) of this Section 3.9 and (ii) since the 2000 Fiscal Year End, with respect to paragraphs (b) through (r) of this Section 3.9, there has not been been: (a) any change, event or circumstance which has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, provided that any change, event or circumstance of the type described in Exhibit H shall not constitute a Material Adverse Effect for purposes of this paragraph (a); (b) any sale, lease, transfer, or assignment of any of the assets, tangible or intangible, of the Seller and/or any of its Subsidiaries (other than (i) any Material Adverse Effect on sales of inventory in the Company, Galaxy Mall, or IMIOrdinary Course of Business, (ii) sales or other transfers of obsolete inventory in amounts and on terms consistent with past practice of the Seller and its Subsidiaries, or (iii) transfers of assets solely among the Selling Parties or among the Selling Parties and XX Xxxxxx); (c) any declarationcapital expenditure by the Seller and/or any of its Subsidiaries involving more than $75,000 singly or $200,000 in the aggregate; (d) any cancellation, setting aside compromise, waiver, or release by the Seller and/or any of its Subsidiaries of any material right or material claim or Indebtedness; (e) any material change with respect to the cash management, payment of accounts payable or Liabilities, billing, or collection policies or practices of the Seller and/or any of its Subsidiaries; (f) any material change in prompt payment or pre-payment rebates, most-favored pricing or other price protections or similar programs of the Seller and/or any of its Subsidiaries; (g) at any time prior to the Execution Date, any threat or notification (in writing or, to the Knowledge of the Seller and its Subsidiaries, orally) by or other indication that one or more material licensors, distributors, customers or suppliers of the Seller and/or any of its Subsidiaries that they (i) have terminated or intend to terminate their respective business relationships (or have modified or intend to modify such relationships) with the Seller and/or any of its Subsidiaries in a manner which is materially less favorable, in the aggregate, to the Seller and its Subsidiaries than on the 2000 Fiscal Year End, or (ii) have not agreed to, or will not agree to, do business with the Buyer after the Closing on terms and subject to conditions at least as favorable, in the aggregate, to the Buyer as provided to the Seller and/or one or more of its Subsidiaries on the 2000 Fiscal Year End; (h) any damage, impairment, destruction or loss (whether or not covered by insurance) to any property of the Seller and/or any of its Subsidiaries involving more than $50,000 singly or $100,000 in the aggregate; (i) except as may be required by Law, any modification or change in the application of GAAP from the manner in which it was applied in the 2000 Audited Financial Statements; (j) any change in the bonus target amounts or changes in the sales targets, earnings targets or other criteria for achievement or vesting of bonus payment rights under any employment agreements or bonus plans or arrangements of the Seller and/or any of its Subsidiaries; (k) any declaration or payment of any dividend on, dividends or other distribution (whether in cash, stock or property) in respect of distributions on any class of the Company's, Galaxy Mall's or IMISeller's capital stock, or ; (l) any purchase, redemption or other acquisition or retirement by the Company, Galaxy MallSeller of its capital stock of any class, or IMI other return of capital or distribution of any assets to its stockholders as such; (m) any purchase, redemption or other acquisition or retirement by the Seller or any of Galaxy Mall's or IMI's capital stock, any other securitiesits Subsidiaries, or any optionselection by the Seller or any of its Subsidiaries to pay cash interest on or in respect of, warrants, calls any notes issued pursuant to or rights to acquire in connection with the Indenture; (n) any such shares issuance of any equity security or amendment of any term or provision of any equity security by GB Canada; (o) any acquisition by the Seller or any of its Subsidiaries of any securities of or other securities except for repurchases from employees following their termination pursuant to the terms of their pre-existing stock option or purchase agreements, interests in any other Person; (iiip) any split, combination or reclassification of any of the Company's, Galaxy Mall or IMI's capital stock, (iv) any granting by the Company, Galaxy Mall or IMI of any increase in compensation or fringe benefitspayment of any bonus or other compensation to any senior officer of the Seller or any of its Subsidiaries, except for normal increases salary payments in accordance with the normal payroll practices of cash compensation in the ordinary course of business consistent with past practice, Seller; (q) any assumption or any payment by the Company, Galaxy Mall or IMI other transfer of any bonus, except for bonuses made in the ordinary course of business consistent with past practice, or any granting by the Company, Galaxy Mall or IMI of any increase in severance or termination pay or any entry by the Company, Galaxy Mall or IMI into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company, Galaxy Mall or IMI of the nature contemplated hereby, (v) entry by the Company, Galaxy Mall or IMI into any licensing or other agreement with regard to the acquisition or disposition of any material Intellectual Property other than licenses, distribution agreements, advertising agreements, sponsorship agreements or merchant program agreements entered into in the ordinary course of business consistent with past practice, (vi) any amendment or consent with respect to any licensing agreement filed or required to be filed with the SEC, (vii) any material change by the Company, Galaxy Mall, or IMI in its accounting methods, principles or practices, except as required by concurrent changes in GAAP, or (viii) any material revaluation by Retained Liability from any of the CompanySelling Parties to any of GB Canada, Galaxy MallMEI, or IMI of Inc. and/or 8 Candles Productions; or (r) any commitment by the Seller and/or any of its assets, including, without limitation, writing down Subsidiaries to do any of the value of capitalized inventory or writing off notes or accounts receivable other than in the ordinary course of businessforegoing.

Absence of Changes. Except for the execution and delivery of this Agreement and the transactions to take place pursuant hereto on or prior to the Closing Date or as disclosed set forth in Section 2.08 Part 2.6 of the Disclosure Schedule, since December 31, 1998the Interim Balance Sheet Date, there has not been (i) any Material Adverse Effect on Effect, and no event has occurred or circumstance has arisen that, in combination with any other events or circumstances, would reasonably be expected to give rise to or result in a Material Adverse Effect, and the CompanySeller has not: (a) sold, Galaxy Mallleased, licensed, encumbered, transferred or IMI, (ii) any declaration, setting aside or payment disposed of any dividend on, tangible or other distribution (whether in cash, stock or property) in respect of any of the Company's, Galaxy Mall's or IMI's capital stock, or any purchase, redemption or other acquisition by the Company, Galaxy Mall, or IMI of any of Galaxy Mall's or IMI's capital stock, any other securities, or any options, warrants, calls intangible assets or rights to acquire any such shares or other securities that would otherwise have been included in the Assets (except for repurchases from employees following their termination pursuant non-exclusive licenses of Seller Products to the terms of their pre-existing stock option or purchase agreements, (iii) any split, combination or reclassification of any of the Company's, Galaxy Mall or IMI's capital stock, (iv) any granting by the Company, Galaxy Mall or IMI of any increase customers in compensation or fringe benefits, except for normal increases of cash compensation object code form in the ordinary course of business business, consistent with past practice); (b) terminated, extended, modified or entered into a statement of work or other commitment or arrangement with respect to any payment Transferred Contract; (c) waived any material rights of value; (d) taken or omitted to take any action that results in an Encumbrance being imposed on any Asset; (e) incurred, assumed or otherwise become subject to any Liability, other than accounts payable (of the type required to be reflected as current liabilities in the “liabilities” column of a balance sheet prepared in accordance with GAAP) incurred by the Company, Galaxy Mall or IMI of any bonus, except for bonuses made Seller in the ordinary course of business consistent with past practice, or any granting by the Company, Galaxy Mall or IMI of any increase in severance or termination pay or any entry by the Company, Galaxy Mall or IMI into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company, Galaxy Mall or IMI of the nature contemplated hereby, (v) entry by the Company, Galaxy Mall or IMI into any licensing or other agreement with regard to the acquisition or disposition of any material Intellectual Property other than licenses, distribution agreements, advertising agreements, sponsorship agreements or merchant program agreements bona fide transactions entered into in the ordinary course of business consistent with past practicebusiness; (f) delayed or postponed the payment of accounts payable and other Liabilities outside the ordinary course of business; (g) paid, (vi) discharged or satisfied any amendment Liabilities related to the Business or consent with respect to the Assets or canceled any licensing agreement filed or required to be filed with the SEC, (vii) any material change by the Company, Galaxy Mall, or IMI in its accounting methods, principles or practicesdebts, except as required by concurrent changes in GAAP, or (viii) any material revaluation by any of the Company, Galaxy Mall, or IMI of any of its assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable other than in the ordinary course of businessbusiness or to deliver the Assets free of Encumbrances; (h) settled or compromised any Proceeding (pending or threatened); (i) terminated any Seller Employee or received notice of resignation from any Seller Employee (nor have any Seller Employees otherwise terminated their employment with Seller); (j) merged with, entered into a consolidation with, or acquired an interest in any Entity or acquired a substantial portion of the assets or business of any Entity or any division or line of business thereof engaged in a business relating to the Business, or otherwise acquired any material assets related to the Business; or (k) agreed, committed or offered (in writing or otherwise) to take any of the actions referred to in clauses “(a)” through “(j)” above.

Absence of Changes. Except for as disclosed on Schedule 4.7, between the execution and delivery date of this Agreement the Latest Balance Sheet and the transactions to take place pursuant hereto on or prior to date hereof, Seller has conducted the Closing Date or as disclosed Business only in Section 2.08 the Ordinary Course of the Disclosure ScheduleBusiness, since December 31, 1998, and during such period there has not been (i) any change in the Business that would reasonably be expected to have a Material Adverse Effect Effect. Without limiting the generality of the foregoing, except as disclosed on Schedule 4.7, between the Companydate of the Latest Balance Sheet and the date hereof, Galaxy Mallother than in the Ordinary Course of Business (including in connection with the Xxxxx Fargo Credit Facility), Seller has not, as respects the Business: a. commenced or entered into arrangements for capital expenditures in excess of Twenty-Five Thousand Dollars ($25,000.00) individually or One Hundred Thousand Dollars ($100,000.00) in the aggregate that were not in the capital budget previously furnished or made available to Purchaser; b. disposed of any capital assets that individually had a net book value in excess of Fifty Thousand Dollars ($50,000.00), or IMIincurred, created or assumed any Lien on any capital asset(s) with a net book value in excess of Twenty-Five Thousand Dollars (ii) $25,000.00), other than Permitted Liens; c. entered into any declaration, setting aside or Contract that individually involves the payment of more than One Hundred Thousand Dollars ($100,000.00) per year, or incurred any dividend onIndebtedness for borrowed money; d. increased the salary, wage, rate of compensation, commission, bonus or other direct or indirect remuneration payable to, or other distribution (whether in cashcompensation of, stock any executive officer of Seller or property) entered into any Contract in respect of any of the Company's, Galaxy Mall's or IMI's capital stock, or any purchase, redemption or other acquisition by the Company, Galaxy Mall, or IMI of any of Galaxy Mall's or IMI's capital stock, any other securities, or any options, warrants, calls or rights to acquire any such shares or other securities increase (except for repurchases from employees following their termination increases as may be required by existing agreements or Applicable Law and except for increases granted in the Ordinary Course of Business), nor amended, adopted or terminated any Plan that would materially increase the Liability of Seller or entered into any collective bargaining agreement covering Property Employees; e. amended in any material respect any Scheduled Contract that would materially and adversely affect the use and enjoyment thereof by Purchaser, terminated any Scheduled Contract other than pursuant to the its terms of their pre-existing stock option or purchase agreements, (iii) any split, combination or reclassification of any of the Company's, Galaxy Mall or IMI's capital stock, (iv) any granting by the Company, Galaxy Mall or IMI of any increase in compensation or fringe benefits, except for normal increases of cash compensation defaulted in the ordinary course of business consistent with past practice, or any payment by the Company, Galaxy Mall or IMI of any bonus, except for bonuses made in the ordinary course of business consistent with past practice, or any granting by the Company, Galaxy Mall or IMI of any increase in severance or termination pay or any entry by the Company, Galaxy Mall or IMI into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company, Galaxy Mall or IMI of the nature contemplated hereby, (v) entry by the Company, Galaxy Mall or IMI into any licensing or other agreement with regard to the acquisition or disposition performance of any material Intellectual Property other than licenses, distribution agreements, advertising agreements, sponsorship agreements covenant or merchant program agreements entered into in the ordinary course of business consistent with past practice, (vi) obligation under any amendment or consent with respect to Scheduled Contract which default was not cured within any licensing agreement filed or required to be filed with the SEC, (vii) applicable grace period; f. made any material change by the Companyin any accounting principle, Galaxy Mallpractice, policy or IMI in its accounting methodsmethod, principles or practices, except other than as required by concurrent changes in GAAP, GAAP or (viii) any material revaluation by Applicable Law; g. merged with or into or consolidated with any of the Company, Galaxy Mall, other Person or IMI acquired any business or assets of any of its assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable other Person (other than in the ordinary course Ordinary Course of businessBusiness); h. amended its organizational documents; i. purchased or entered into any other agreement or obligation to purchase any Capital Interests in any Person; j. issued or sold any Capital Interests; k. experienced any damage, destruction or other casualty loss (whether or not covered by insurance) materially affecting the Property; l. made any payments of cash or property to or on behalf of any officer, employee, or partner of Seller or any of their respective Affiliates or family members other than salary and expense reimbursements reflected in the Financial Statements or made since the date of the Latest Balance Sheet in the Ordinary Course of Business; m. compromised, paid, settled, discharged, released, waived or satisfied any material claim, Liability or Proceeding, except for such of the foregoing not in excess of Two Hundred and Fifty Thousand Dollars ($250,000.00) in the aggregate; n. waived or relinquished any material rights, claims or authority, or given any material Consents to action or inaction, under any Scheduled Contract; o. entered into any employment or consulting agreement requiring payments of base salary in excess of Seventy-Five Thousand Dollars ($75,000.00) per year; or p. agreed or committed to do any of the foregoing. For the avoidance of doubt, (i) the dollar thresholds set forth in this Section 4.7 shall not affect the interpretation of the term “Ordinary Course of Business” and (ii) this Section 4.7 shall not apply to any action described in this Section 4.7 that was taken in the Ordinary Course of Business.

Absence of Changes. Except for the execution and delivery of this Agreement and the transactions to take place pursuant hereto as set forth on or prior to the Closing Date or as disclosed in Section 2.08 of the Disclosure ScheduleSchedule 3.9 hereto, since December 31September 30, 1998, 1997 there has not been no: (i) any Material Adverse Effect on the Company, Galaxy Mall, or IMI, (ii) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of any of the Company's, Galaxy Mall's or IMI's capital stock, or any purchase, redemption or other acquisition by the Company, Galaxy Mall, or IMI of any of Galaxy Mall's or IMI's capital stock, any other securities, or any options, warrants, calls or rights to acquire any such shares or other securities except for repurchases from employees following their termination pursuant transaction related to the terms of their pre-existing stock option or purchase agreements, (iii) any split, combination or reclassification of any of the Company's, Galaxy Mall or IMI's capital stock, (iv) any granting by the Company, Galaxy Mall or IMI of any increase in compensation or fringe benefits, except for normal increases of cash compensation in the ordinary course of business consistent with past practice, or any payment by the Company, Galaxy Mall or IMI of any bonus, except for bonuses made in the ordinary course of business consistent with past practice, or any granting by the Company, Galaxy Mall or IMI of any increase in severance or termination pay or any entry by the Company, Galaxy Mall or IMI into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company, Galaxy Mall or IMI of the nature contemplated hereby, (v) entry by the Company, Galaxy Mall or IMI into any licensing or other agreement with regard to the acquisition or disposition of any material Intellectual Property other than licenses, distribution agreements, advertising agreements, sponsorship agreements or merchant program agreements entered into in the ordinary course of business consistent with past practice, (vi) any amendment or consent with respect to any licensing agreement filed or required to be filed with the SEC, (vii) any material change by the Company, Galaxy Mall, or IMI in its accounting methods, principles or practices, except as required by concurrent changes in GAAP, or (viii) any material revaluation Business by any of the Company, Galaxy Mall, or IMI of any of its assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable other than Seller except in the ordinary course of business; (ii) event or occurrence which has had a Material Adverse Effect; (iii) destruction of, damage to, or loss of any of the assets of any Seller used in the Business (whether or not covered by insurance) having a Material Adverse Effect; (iv) sale or transfer of any material asset used in the Business and located at the Clinic Locations, except in the ordinary course of business; (v) amendment or termination of any material contract, agreement or license to which any Seller is a party and related to the Business, except in the ordinary course of business; (vi) waiver of any right of material value related to the Business; (vii) mortgage, pledge or other encumbrance of any material asset of any Seller related to the Business; (viii) waiver or release of any material asset related to the Business of any Seller, except in the ordinary course of business; (ix) any capital expenditure by any Seller (or series of related capital expenditures) related to the Business and involving more than $20,000; (x) creation, incurrence, assumption, or guarantee, except in the ordinary course of business, by any Seller of any indebtedness related to the Business other than its trade payables; (xi) delay or postponement by any Seller, beyond its normal practice, of the payment of accounts payable and other liabilities related to the Business, and no Seller has instituted any unusual or accelerated collection efforts with respect to its accounts receivable; (xii) loan related to the Business made by any Seller to, or any other transaction with, any of such Seller's directors, officers, and employees which could give rise to any claim or right on the part of such Seller against any such person, or on the part of any such person against such Seller, which exceeds $50,000, other than as reflected on the Apogee Financial Statements or the Company Financial Statements; or (xiii) any other change in the compensation terms in any employment contracts, written or oral, of Sellers (other than increases not exceeding 5% of such employee's salary previously in effect).

Absence of Changes. Except for Since the execution date of Financial Statements and delivery of this Agreement and the transactions to take place pursuant hereto on or prior to the Closing Date or except as disclosed in Section 2.08 of Schedule 12, the Disclosure Schedule, since December 31, 1998, Purchased Business has been carried on only in the ordinary and normal course consistent with past practice and there has not been been: (ia) any Material Adverse Effect on Change; (b) other than damaged inventory (which is excluded from the Company, Galaxy Mall, or IMI, (ii"Purchased Assets") any declarationdamage, setting aside destruction or payment of any dividend on, or other distribution loss (whether in cashor not covered by insurance) affecting the Purchased Business and/or the Purchased Assets, stock reasonable wear and tear accepted. (c) any obligation or propertyliability (whether absolute, accrued, contingent or otherwise, and whether due or to become due) in respect of any of the Company's, Galaxy Mall's or IMI's capital stock, or any purchase, redemption or other acquisition incurred by the CompanyVendor in connection with the Purchased Business, Galaxy Mall, or IMI of any of Galaxy Mall's or IMI's capital stock, any other securities, or any options, warrants, calls or rights to acquire any such shares or other securities except for repurchases from employees following their termination pursuant to the terms of their pre-existing stock option or purchase agreements, (iii) any split, combination or reclassification of any of the Company's, Galaxy Mall or IMI's capital stock, (iv) any granting by the Company, Galaxy Mall or IMI of any increase in compensation or fringe benefits, except for normal increases of cash compensation than those incurred in the ordinary and normal course of the Purchased Business and consistent with past practice; (d) any payment, discharge or satisfaction of any Encumbrance, liability or obligation of the Vendor in relation to the Purchased Business or the Purchased Assets (whether absolute, accrued, contingent or otherwise, and whether due or to become due) other than payment of accounts payable and tax liabilities incurred in the ordinary and normal course of business consistent with past practice; (e) any employment or labour trouble adversely affecting the Purchased Business or the Purchased Assets, including without limitation, any complaint, investigation or charge under applicable Employment Legislation; (f) any licence, sale, assignment, transfer, disposition, or new Encumbrance on or over any payment by the CompanyPurchased Assets, Galaxy Mall or IMI other than sales of any bonus, except for bonuses made inventory to customers in the ordinary and normal course of business consistent with past practice, the Purchased Business; (g) any general increase or any granting by change in the Company, Galaxy Mall or IMI of any increase in severance or termination pay or any entry by the Company, Galaxy Mall or IMI into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company, Galaxy Mall or IMI compensation of the nature contemplated hereby, Employees (v) entry by the Company, Galaxy Mall or IMI into any licensing or other agreement with regard to the acquisition or disposition of any material Intellectual Property other than licenses, distribution agreements, advertising agreements, sponsorship agreements or merchant program agreements entered into in the ordinary course of business consistent with past practice, (vi) any amendment or consent with respect to any licensing agreement filed or required to be filed with the SEC, (vii) any material change by the Company, Galaxy Mall, or IMI in its accounting methods, principles or practices, except as required by concurrent changes in GAAP, or (viii) any material revaluation by any of the Company, Galaxy Mall, or IMI of any of its assets, including, without limitation, writing down any increase pursuant to any Employee Plan or commitment), or any increase in any such compensation or bonus payable to any officer, Employee, consultant or agent thereof (having an annual salary or remuneration in excess of $30,000) or the value execution of capitalized inventory any employment contract with any officer or writing off notes employee (having an annual salary or accounts receivable remuneration in excess of $30,000), or the making of any loan to, or engagement in any transaction with, any employee, officer or director of the Vendor in relation to the Purchased Business; (h) any capital expenditures or commitments relating to the Purchased Business or Purchased Assets in excess of $10,000 in the aggregate; (i) any forward purchase commitments in excess of the requirements of the Purchased Business for normal operating inventories or at prices higher than the current market prices; (j) any forward sales commitments other than in the ordinary and normal course of businessthe Purchased Business or any failure to satisfy any accepted order for goods or services; (k) any change in the accounting or Tax practices followed by the Vendor; (l) any change adopted by the Vendor in its depreciation or amortization policies or rates; or (m) any change in the credit terms offered to customers of, or by suppliers to, the Purchased Business.

Absence of Changes. Except for Since the execution and delivery of this Agreement and the transactions to take place pursuant hereto on or prior to the Closing Date or Financial Statement Date, except as disclosed set forth in Section 2.08 2.9 of the Company Disclosure Schedule, since December 31, 1998, there has not been (i) any material adverse change in the Business or Condition of the Company or any occurrence or event which, individually or in the aggregate could be reasonably expected to have any Material Adverse Effect upon the Business or Condition of the Company; provided, however, changes (a) resulting from effects, changes, events, circumstances and conditions generally affecting the industry in which the Company operates or from changes in general business or economic conditions in the region, nation or world, (b) changes occurring in the ordinary course of business or (c) changes resulting from action taken as contemplated by this Agreement, shall be deemed not to be a material adverse change in the Business or Condition of the Company. In addition, without limiting the generality of the foregoing, except as expressly contemplated by this Agreement and except as disclosed in Section 2.9 of the Company Disclosure Schedule, since the Financial Statement Date: (a) the Company has not entered into any material Contract, commitment or transaction or incurred any Liabilities outside of the ordinary course of business consistent with past practice; (b) the Company has not entered into any Contract in connection with any transaction involving a Business Combination; (c) the Company has not altered or entered into any Contract or other commitment to alter, its interest in any corporation, association, joint venture, partnership or business entity in which the Company directly or indirectly holds any interest on the date hereof; (d) the Company has not entered into any strategic alliance, joint development or joint marketing Contract; (e) there has not been any material amendment or other material modification (or agreement to do so) or violation of the terms of, any of the Contracts set forth or described in the Company Disclosure Schedule, except as described therein; (f) the Company has not entered into any transaction with any officer, director, shareholder, Affiliate or Associate of the Company, Galaxy Mallother than pursuant to any Contract in effect on the Financial Statement Date and disclosed to New Focus pursuant to (and so identified in) Section 2.9(f), Section 2.18(a) or IMISection 2.21 of the Company Disclosure Schedule or other than pursuant to any contract of employment and listed pursuant to Section 2.18(a) of the Company Disclosure Schedule; (g) the Company has not entered into or amended any Contract pursuant to which any other Person is granted manufacturing, marketing, distribution, licensing or similar rights of any type or scope with respect to any products of the Company or Company Intellectual Property, other than as contemplated by the Contracts and Licenses disclosed in the Company Disclosure Schedule; (iih) any declaration, setting no Action or Proceeding has been commenced or threatened by or against the Company; (i) the Company has not declared or set aside or payment of paid any dividend on, dividends on or made any other distribution distributions (whether in cash, stock or property) in respect of any of the Company's, Galaxy Mall's Company Common Stock or IMI's capital stockEquity Equivalents, or any purchase, redemption effected or other acquisition by the Company, Galaxy Mall, or IMI of any of Galaxy Mall's or IMI's capital stock, any other securities, or any options, warrants, calls or rights to acquire any such shares or other securities except for repurchases from employees following their termination pursuant to the terms of their pre-existing stock option or purchase agreements, (iii) approved any split, combination or reclassification of any Company Common Stock or Equity Equivalents or issued or authorized the issuance of any other securities in respect of, in lieu of or in substitution for shares of Company Common Stock or Equity Equivalents, or repurchased, redeemed or otherwise acquired, directly or indirectly, any shares of Company Common Stock or Equity Equivalents; (j) the Company has not issued, granted, delivered, sold or authorized or proposed to issue, grant, deliver or sell, or purchased or proposed to purchase, any shares of Company Common Stock or Equity Equivalents, the Company has not modified or amended the rights of any holder of any outstanding shares of Company Common Stock or Equity Equivalents; and there have not been any agreements, arrangements, plans or understandings with respect to any such modification or amendment. (k) there has not been any amendment to the Company's articles of incorporation or bylaws; (l) there has not been any transfer (by way of a License or otherwise) to any Person of rights to any Company Intellectual Property; (m) the Company has not made or agreed to make any disposition or sale of, waiver of rights to, license or lease of, or incurrence of any Lien on, any Assets and Properties of the Company's, Galaxy Mall other than dispositions of inventory, or IMI's capital stocknonexclusive licenses of products to Persons to whom the Company had granted licenses of its products at the Financial Statement Date, (iv) any granting by the Company, Galaxy Mall or IMI of any increase in compensation or fringe benefits, except for normal increases of cash compensation in the ordinary course of business of the Company consistent with past practice; (n) the Company has not made or agreed to make any purchase of any Assets and Properties of any Person other than (i) acquisitions of inventory, or any payment by the Companylicenses of products, Galaxy Mall or IMI of any bonus, except for bonuses made in the ordinary course of business of the Company consistent with past practicepractice and (ii) other acquisitions in an amount not exceeding five thousand dollars ($5,000); (o) the Company has not made or agreed to make any capital expenditures or commitments for additions to property, plant or equipment of the Company constituting capital assets individually or in the aggregate in an amount exceeding five thousand dollars ($5,000); (p) the Company has not made or agreed to make any write-off or write-down any determination to write off or write-down, or revalue, any granting by of the Assets and Properties of the Company, Galaxy Mall or IMI change any reserves or liabilities associated therewith, individually or in the aggregate in an amount exceeding five thousand dollars ($5,000); (q) the Company has not made or agreed to make payment, discharge or satisfaction, in an amount in excess of five thousand dollars ($5,000), in any one case, or five thousand dollars ($5,000) in the aggregate, of any increase claim, Liability or obligation (whether absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction in the ordinary course of business of Liabilities reflected or reserved against in the Company Financials; (r) the Company has not failed to pay or otherwise satisfy any Liabilities presently due and payable of the Company, except such Liabilities which are being contested in good faith by appropriate means or procedures and which, individually or in the aggregate, are immaterial in amount; (s) the Company has not incurred any Indebtedness or guaranteed any Indebtedness in an aggregate amount exceeding five thousand dollars ($5,000) or issued or sold any debt securities of the Company or guaranteed any debt securities of others; (t) the Company has not granted any severance or termination pay to any director, officer, employee or any entry by consultant, except payments made pursuant to written Contracts outstanding on the Companydate hereof, Galaxy Mall or IMI into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits copies of which are contingent or have been delivered to New Focus and the terms of which are materially altered upon disclosed in Section 2.9(t) of the occurrence Company Disclosure Schedule; (u) except pursuant to a Contract disclosed to New Focus pursuant to Section 2.9(f) or Section 2.18 of a transaction involving the Company Disclosure Schedule, the Company has not granted or approved any increase of greater than five percent (5%) in salary, rate of commissions, rate of consulting fees or any other compensation of any current or former officer, director, shareholder, employee, independent contractor or consultant of the Company, Galaxy Mall or IMI of the nature contemplated hereby, ; (v) entry by the Company has not paid or approved the payment of any consideration of any nature whatsoever (other than salary, commissions or consulting fees and customary benefits paid to any current or former officer, director, shareholder, employee or consultant of the Company) to any current or former officer, Galaxy Mall director, shareholder, employee, independent contractor or IMI consultant of the Company; (w) the Company has not established or modified any (i) targets, goals, pools or similar provisions under any Plan, employment Contract or other employee compensation arrangement or independent contractor Contract or other compensation arrangement or (ii) salary ranges, increased guidelines or similar provisions in respect of any Plan, employment Contract or other employee compensation arrangement or independent contractor Contract or other compensation arrangement; (x) the Company has not adopted, entered into, amended, modified or terminated (partially or completely) any Plan; (y) the Company has not paid or agreed or made any commitment to pay any discretionary or stay bonus; (z) the Company has not taken or approved any action, which could reasonably be expected to jeopardize the status of the Merger as a tax-free reorganization; (aa) the Company has not made or changed any material election in respect of Taxes, adopted or changed any accounting method in respect of Taxes, entered into any licensing tax allocation agreement, tax sharing agreement, tax indemnity agreement or other agreement with regard to the acquisition closing agreement, settlement or disposition compromise of any material Intellectual Property claim or assessment in respect of Taxes, or consented to any extension or waiver of the statute of limitations period applicable to any claim or assessment in respect of Taxes with any Taxing Authority or otherwise; (bb) the Company has not made any material change in accounting policies, principles, methods, practices or procedures (including for bad debts, contingent liabilities or otherwise, respecting capitalization or expense of research and development expenditures, depreciation or amortization rates or timing of recognition of income and expense); (cc) other than licensesin the ordinary course of business, distribution agreementsthe Company has not made any representation or proposal to, advertising agreementsor engaged in substantive discussions with, sponsorship agreements any of the holders (or merchant program agreements their representatives) of any Indebtedness, or to or with any party which has issued a letter of credit which benefits the Company; (dd) the Company has not commenced or terminated, or made any change in, any line of business; (ee) the Company has not failed to renew any insurance policy; no insurance policy of the Company has been cancelled or materially amended; and the Company has given all notices and presented all claims (if any) under all such policies in a timely fashion; (ff) there has been no material amendment or non-renewal of any of the Company's Approvals, and the Company has used commercially reasonable efforts to maintain such Approvals and has observed in all material respects all Laws and Orders applicable to the conduct of the Company's business or the Company's Assets and Properties; (gg) there has been no physical damage, destruction or other casualty loss (whether or not covered by insurance) affecting any of the real or personal property or equipment of the Company individually or in the aggregate in an amount exceeding five thousand dollars ($5,000). (hh) the Company has not repurchased, cancelled or modified the terms of any Company Common Stock, Equity Equivalents or other financial instrument that derives value from its convertibility into Company Common Stock or Equity Equivalents, other than transactions entered into in the ordinary course of business consistent with past practiceand pursuant to contractual provisions in effect at the time of execution and delivery of this Agreement; (ii) the Company has not entered into or approved any contract, (vi) arrangement or understanding or acquiesced in respect of any amendment arrangement or consent understanding, to do, engage in or cause or having the effect of any of the foregoing, including with respect to any licensing agreement filed or required to be filed with the SEC, (vii) any material change Business Combination not otherwise restricted by the Company, Galaxy Mall, or IMI in its accounting methods, principles or practices, except as required by concurrent changes in GAAP, or (viii) any material revaluation by any of the Company, Galaxy Mall, or IMI of any of its assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable other than in the ordinary course of businessforegoing paragraphs.

Absence of Changes. Except for the execution and delivery of this Agreement and the transactions to take place pursuant hereto on or prior to the Closing Date or Since August 31, 2007, except as disclosed in Section 2.08 of on Schedule 4.20, each Seller: (a) has operated the Disclosure Schedule, since December 31, 1998, there has not been (i) any Material Adverse Effect on the Company, Galaxy Mall, or IMI, (ii) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of any of the Company's, Galaxy Mall's or IMI's capital stock, or any purchase, redemption or other acquisition by the Company, Galaxy Mall, or IMI of any of Galaxy Mall's or IMI's capital stock, any other securities, or any options, warrants, calls or rights to acquire any such shares or other securities except for repurchases from employees following their termination pursuant to the terms of their pre-existing stock option or purchase agreements, (iii) any split, combination or reclassification of any of the Company's, Galaxy Mall or IMI's capital stock, (iv) any granting by the Company, Galaxy Mall or IMI of any increase in compensation or fringe benefits, except for normal increases of cash compensation Business in the ordinary course of business consistent with past practice; (b) has not permitted any of the Purchased Assets to become subject to a lien or other encumbrance; (c) has not suffered any material loss, destruction, damage or eminent domain taking (in each case, whether or not insured) affecting the Business or any Purchased Asset; (d) has not sold, assigned, transferred, leased, licensed or otherwise disposed or encumbered any of the Purchased Assets (tangible or intangible), except in the ordinary course of business consistent with past practice and except as contemplated by this Agreement or the transactions contemplated hereunder; (e) has not terminated any of the relationships of the Business between such Seller, on the one hand, and any dealer, franchisee, distributor, licensee, licensor or supplier material to such Seller, on the other hand, or modified any payment such relationships to be less favorable to the Business, or has not been threatened or notified of any intention (orally or in writing) by any such dealer, franchisee, distributor, licensee, licensor or supplier to effect any such termination or modification; (f) has not granted or incurred any obligation for any increase in the Company, Galaxy Mall or IMI compensation of any employee of such Seller engaged in the Business (including any increase pursuant to any bonus, pension, profit-sharing, retirement, or other plan or commitment) except for bonuses made raises in the ordinary course of business consistent with past practice, or any granting by the Company, Galaxy Mall or IMI of any increase in severance or termination pay or any entry by the Company, Galaxy Mall or IMI into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company, Galaxy Mall or IMI of the nature contemplated hereby, ; (vg) entry by the Company, Galaxy Mall or IMI into any licensing or other agreement with regard to the acquisition or disposition of has not made any material Intellectual Property other than licenses, distribution agreements, advertising agreements, sponsorship agreements change in its methods of accounting or merchant program agreements entered into in the ordinary course of business consistent with past practice, accounting principles or practices (vi) any amendment or consent including with respect to any licensing agreement filed or required reserves) with respect to be filed with the SEC, Business; (viih) any material change by the Company, Galaxy Mall, or IMI in its accounting methods, principles or practices, except as required contemplated by concurrent changes in GAAPthis Agreement or the transactions hereunder, has not entered into any other material transaction related to the Business, whether or (viii) any material revaluation by any of the Company, Galaxy Mall, or IMI of any of its assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable other than not in the ordinary course of business; (i) except as contemplated by this Agreement or the transactions hereunder, has not agreed, whether orally or in writing, to do any of the foregoing; and (j) has not suffered any event or circumstance that has had, or is reasonably likely to have, a material adverse effect on the business, operations, condition (financial or otherwise), assets or earnings of the Business.

Absence of Changes. (a) Except for the execution and delivery of this Agreement and the transactions to take place pursuant hereto on or prior to the Closing Date or as disclosed set forth in Section 2.08 2.6 of the Disclosure ScheduleSchedule to this Agreement, since December January 31, 1998, 2008: (i) there has not been any material adverse change in the condition, assets, liabilities, operations, financial performance or prospects of the Business, and no event has occurred that will, or could reasonably be expected to, have a material adverse effect on the Business; (ii) there has not been any material loss, damage or destruction to, or any material interruption in the use of, any of the assets (whether or not covered by insurance) owned or used in the conduct of the Business; (iii) neither the Company nor a Subsidiary has (i) entered into or permitted any Material Adverse Effect on of its material assets owned or used by it in connection with the Company, Galaxy Mallconduct of the Business to become bound by any Contract or (ii) amended or prematurely terminated, or IMIwaived any material right or remedy under, any Contract applicable to the Business; (iv) neither the Company nor a Subsidiary has (i) acquired, leased or licensed any right or other asset of the Business from any other Person, (ii) any declaration, setting aside sold or payment of any dividend onotherwise disposed of, or leased or licensed, any right or other distribution (whether in cash, stock or property) in respect of any asset of the Company's, Galaxy Mall's or IMI's capital stockBusiness to any other Person, or any purchase, redemption or other acquisition by the Company, Galaxy Mall, or IMI of any of Galaxy Mall's or IMI's capital stock, any other securities, or any options, warrants, calls or rights to acquire any such shares or other securities except for repurchases from employees following their termination pursuant to the terms of their pre-existing stock option or purchase agreements, (iii) with respect to the Business, waived or relinquished any split, combination or reclassification of any of the Company's, Galaxy Mall or IMI's capital stock, (iv) any granting by the Company, Galaxy Mall or IMI of any increase in compensation or fringe benefitsright, except for normal increases immaterial rights or other immaterial assets acquired, leased, licensed or disposed of cash compensation in the ordinary course of business and consistent with the Company’s past practicepractices; (v) neither the Company nor a Subsidiary has written off as uncollectible, or established any payment by reserve with respect to, any account receivable or other indebtedness of the CompanyBusiness, Galaxy Mall or IMI except in the ordinary course of business; (vi) neither the Company nor a Subsidiary has made any pledge of any bonusof the assets owned or used in connection with the conduct of the Business or otherwise permitted any of such assets to become subject to any Liens, except for bonuses pledges of immaterial assets made in the ordinary course of business and consistent with the Company’s or such Subsidiary’s past practicepractices; (vii) neither the Company nor a Subsidiary has incurred or guaranteed any indebtedness for borrowed money in connection with the conduct of the Business; (viii) neither the Company nor a Subsidiary has in connection with the conduct of the Business (i) paid any bonus or made any profit sharing or similar payment to, or increased the amount of the wages, salary, commissions, fringe benefits or other compensation or remuneration payable to, any granting by of its employees or consultants, or (ii) hired any new employee or consultant; (ix) the CompanyCompany has not changed any of its methods of accounting or accounting practices relating to the Business in any respect; (x) neither the Company nor a Subsidiary has made any Tax election with respect to the Assets or Properties of the Business; (xi) neither the Company nor a Subsidiary has commenced or settled any Legal Proceeding, Galaxy Mall or IMI received any notice, whether written or otherwise, that any Person was commencing or threatening to commence a Legal Proceeding involving the Business; (xii) neither the Company nor a Subsidiary has, in connection with the conduct of any increase in severance or termination pay or any entry by the CompanyBusiness, Galaxy Mall or IMI entered into any currently effective employment, severance, termination material transaction or indemnification agreement or taken any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company, Galaxy Mall or IMI of the nature contemplated hereby, (v) entry by the Company, Galaxy Mall or IMI into any licensing or other agreement with regard to the acquisition or disposition of any material Intellectual Property other than licenses, distribution agreements, advertising agreements, sponsorship agreements or merchant program agreements entered into in action outside the ordinary course of business or inconsistent with past practices; (xiii) there has not occurred, in connection with the conduct of the Business, any increase in or modification of the compensation or benefits payable or to become payable by the Company to any of its employees or consultants (other than increases in the base salaries of employees who are not officers in an amount that does not exceed 10% of such base salaries) or any new loans or extension of existing loans to any such Persons (other than routine expense advances to employees of the Company consistent with past practice), and the Company has not, in connection with the conduct of the Business, entered into any Contract to grant or provide (vinor has granted any) any amendment severance or consent with respect other similar benefits to any licensing agreement filed such Persons; and (xiv) neither the Company nor a Subsidiary has agreed or required committed to be filed with the SEC, (vii) any material change by the Company, Galaxy Mall, or IMI in its accounting methods, principles or practices, except as required by concurrent changes in GAAP, or (viii) any material revaluation by take any of the Companyactions referred to in clauses “(iii)” through “(xiii)” above. (b) The Company has made available to Acquirer any documents requested by Acquirer and relating to indebtedness, Galaxy Mallloan and other financial facilities, or IMI entered into in connection with the conduct of the Business, and the Company has not received any notice that the continuance of any of its assetsthose facilities might be materially adversely affected or prejudiced. (c) Neither the Company nor a Subsidiary is in default under, includingor in breach of, without limitationany of the material terms of any loan capital, writing down borrowing, debenture or financial facility of the value Company or such Subsidiary entered into in connection with the conduct of capitalized inventory the Business. (d) Neither the Company nor a Subsidiary is, nor has the Company or writing off notes a Subsidiary agreed to become, bound by any guarantee, indemnity, surety or accounts receivable other than similar commitment in connection with the conduct of the Business which has not been reflected in the ordinary course of businessBusiness Financials.

Absence of Changes. Except for the execution and delivery of as otherwise expressly required by this Agreement and the transactions to take place pursuant hereto on or prior to the Closing Date or as disclosed set forth in Section 2.08 3.17 of the Disclosure ScheduleLetter, since December 31, 19982009 through the date hereof, Seller, Seller Subsidiary, the Company and the Company Subsidiary have conducted the Business in the ordinary course of business consistent with past practice and there has not been occurred: (ia) any Material Adverse Effect on the Company, Galaxy Mall, or IMI, (ii) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of any of the Company's, Galaxy Mall's or IMI's capital stock, or any purchase, redemption or other acquisition by the Company, Galaxy Mall, or IMI of any of Galaxy Mall's or IMI's capital stock, any other securities, or any options, warrants, calls or rights to acquire any such shares or other securities except for repurchases from employees following their termination pursuant to the terms of their pre-existing stock option or purchase agreements, (iii) any split, combination or reclassification of any of the Company's, Galaxy Mall or IMI's capital stock, (iv) any granting by the Company, Galaxy Mall or IMI of any material increase in compensation or fringe benefitsother remuneration payable or committed to be paid to director, except officer, or employee of the Company or the Company Subsidiary, or in any benefits granted under any Company Plan with or for normal increases the benefit of cash compensation any such director, officer or employee; (b) other than in the ordinary course of business consistent with past practice, any material modification or material amendment of any Material Contract or any payment by the Company, Galaxy Mall material modification or IMI termination of any bonusPermit; (c) any acquisition of or investment in (by merger, except for bonuses made exchange, consolidation, purchase or otherwise) any corporation or partnership or equity interest in any Person; (d) other than in the ordinary course of business consistent with past practice, or any granting by the Company, Galaxy Mall or IMI of any increase in severance or termination pay or any entry by the Company, Galaxy Mall or IMI into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company, Galaxy Mall or IMI of the nature contemplated hereby, (v) entry by the Company, Galaxy Mall or IMI into any licensing or other agreement with regard to the acquisition or disposition of any material Intellectual Property Assets of the Company or the Company Subsidiary, or otherwise used in the Business, whether through capital spending or otherwise; (e) other than licenses, distribution agreements, advertising agreements, sponsorship agreements or merchant program agreements entered into in the ordinary course of business consistent with past practice, (vii) any amendment transfer, sale, lease, license or consent with respect other disposal of, or subjecting to any licensing agreement filed Lien, any material Assets of the Company or required the Company Subsidiary or (ii) any deactivation of any material products or services (or any material features thereof) of the Company or the Company Subsidiary that had previously been exploited commercially; (f) any written or, to be filed with Seller’s knowledge, oral waiver by the SEC, Company or the Company Subsidiary of any claims or rights that involve amounts individually or in the aggregate in excess of $100,000; (viig) any material change by in the Company, Galaxy Mall, ’s or IMI in its accounting methods, principles or practices, except as required by concurrent changes in GAAP, or (viii) any material revaluation by any the Company Subsidiary’s respective practices with respect to the timing of the Company, Galaxy Mall, payment of accounts payable or IMI in the collection of any of its assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable in advance of or beyond the dates when the same would have been collected, other than in the ordinary course of businessbusiness consistent with past practice; (h) any material change in that method of accounting or accounting policies of the Company or the Company Subsidiary (including any changes in any estimates used in implementing such method and policies), other than those required by GAAP, or any material write-down in the accounts receivable or inventories of the Company or the Company Subsidiary; (i) (i) any material change in Tax elections, (ii) any material amendment of any Tax Return relating to the Company or the Company Subsidiary, (iii) any material settlement or compromise with respect to any Tax controversy, Tax claim, audit or assessment, (iv) any material closing agreement with respect to any Tax, (v) any consent to any extension or waiver of the limitations period applicable to any material Tax claim or assessment, in the case of each of (i)-(v) above, other than in the ordinary course of business consistent with past practice; (j) any dividend or distribution by the Company or the Company Subsidiary; (k) any abandonment, expiration, cancellation or lapse of material Intellectual Property Rights owned by the Company or the Company Subsidiary or any grant of a license, release or covenant not to xxx with respect to any Company Intellectual Property Rights other than non-exclusive licenses granted in the ordinary course of business consistent with past practice, provided, that with respect to the Trademarks and domain names contributed to Company by Seller Subsidiary pursuant to that certain Contribution Agreement dated April 22, 2010 and listed in Exhibits A and B to such Contribution Agreement, the foregoing obligation shall continue on a Trademark-by-Trademark and domain name-by-domain name basis until such time as (i) the assignment of such Trademarks to the Company has been duly recorded with the applicable U.S. Patent and Trademark Office and all similar offices and agencies anywhere in the world and (ii) the domain name registration records have been updated by the applicable registrars to reflect the Company as the owner of such domain names; and (l) any binding commitment or agreement by the Company or the Company Subsidiary to do any of the foregoing.

Absence of Changes. Except for the execution and delivery of this Agreement and the transactions to take place pursuant hereto as set forth on or prior to the Closing Date or as disclosed in Section 2.08 Schedule 4.7 of the Disclosure ScheduleSchedules, since December 31January 1, 1998, 2018: (a) no Material Adverse Effect has occurred or existed with respect to the Business; (b) there has not been any material damage, destruction or loss affecting the Business or the Purchased Assets, whether or not covered by insurance; (ic) any Material Adverse Effect on Sellers have operated the Company, Galaxy Mall, or IMI, (ii) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of any of the Company's, Galaxy Mall's or IMI's capital stock, or any purchase, redemption or other acquisition by the Company, Galaxy Mall, or IMI of any of Galaxy Mall's or IMI's capital stock, any other securities, or any options, warrants, calls or rights to acquire any such shares or other securities except for repurchases from employees following their termination pursuant to the terms of their pre-existing stock option or purchase agreements, (iii) any split, combination or reclassification of any of the Company's, Galaxy Mall or IMI's capital stock, (iv) any granting by the Company, Galaxy Mall or IMI of any increase in compensation or fringe benefits, except for normal increases of cash compensation Business in the ordinary course of business in substantially the same manner (including, for clarity, by maintaining levels of Inventory in amounts at each Real Property and the Michigan Real Property consistent with past practice, practice in all material respects); (d) neither Seller has terminated or cancelled any Material Contract or Employee Benefit Plan (or any payment by the CompanyContract or Employee Benefit Plan that, Galaxy Mall or IMI of any bonus, except if not for bonuses made in the ordinary course of business consistent with past practice, or any granting by the Company, Galaxy Mall or IMI of any increase in severance or termination pay or any entry by the Company, Galaxy Mall or IMI into any currently effective employment, severancesuch amendment, termination or indemnification agreement cancellation, would be a Material Contract or Employee Benefit Plan), or forgiven, cancelled, compromised or waived any agreement the benefits material right of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company, Galaxy Mall or IMI of the nature contemplated hereby, (v) entry by the Company, Galaxy Mall or IMI into any licensing or other agreement with regard relating to the acquisition Business, or disposition initiated, terminated or settled any material Claim of or relating to the Business; (e) neither Seller has sold, transferred, leased, licensed, subjected to any Lien, abandoned, allowed to expire or lapse or disposed of any assets that are material Intellectual Property (individually or in the aggregate) and that are Purchased Assets or would be Purchased Assets if owned by Sellers on the Agreement Date (other than licenses, distribution agreements, advertising agreements, sponsorship agreements or merchant program agreements entered into in the ordinary course sale of business consistent with past practice, (vi) any amendment or consent with respect to any licensing agreement filed or required to be filed with the SEC, (vii) any material change by the Company, Galaxy Mall, or IMI in its accounting methods, principles or practices, except as required by concurrent changes in GAAP, or (viii) any material revaluation by any of the Company, Galaxy Mall, or IMI of any of its assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable other than Inventory in the ordinary course of business); (f) neither Seller has materially increased the compensation, salaries, commissions or wages payable or to become payable, or benefits provided or to be provided, to any Business Employee or any independent contractor with respect to the Business; (g) neither Seller has made any change in any material method of accounting or accounting practice with respect to the Business, except as required by GAAP; (h) neither Seller has materially accelerated the receipt of receivables or the making of sales, or materially delayed the making of capital expenditures or the payment of payables, or engaged in any promotional, sales, discount or similar activity materially outside of the ordinary course of business, in any case, relating to the Business; and (i) neither Seller has authorized or agreed to do any of the foregoing.

Absence of Changes. Except for the execution and delivery of this Agreement and the transactions to take place pursuant hereto on or prior to the Closing Date or as disclosed set forth in Section 2.08 2.8 of the Lothian Disclosure Schedule, since December 31, 1998the Lothian Financial Statement Date, there has not been (i) any material adverse change in the Business or Condition of Lothian or any occurrence or event which, individually or in the aggregate, is reasonably expected to have Material Adverse Effect on Lothian. In addition, without limiting the Companygenerality of the foregoing, Galaxy Mallexcept as expressly contemplated by this Agreement, or IMIotherwise set forth in Section 2.8 of the Lothian Disclosure Schedule, since the Lothian Financial Statement Date: (iia) neither Lothian nor the Lothian Subsidiaries has entered into any declaration, setting aside material Contract or payment of other material commitment or transaction; (b) there has not been any dividend onmaterial amendment or other material modification (or agreement to do so), or other distribution (whether in cashmaterial violation of the terms of, stock or property) in respect of any of the Company's, Galaxy Mallmaterial Contracts set forth or described in Section 2.16(a)(1) of the Lothian Disclosure Schedule; (c) there has not been any amendment to Lothian's Certificate of Incorporation or IMI's capital stock, Bylaws; (d) there has not been any transfer (by way of a License or otherwise) to any purchase, redemption or other acquisition by the Company, Galaxy Mall, or IMI Person of any of Galaxy Mall's or IMI's capital stock, any other securities, or any options, warrants, calls or rights to acquire any such shares or material Lothian Intellectual Property, other securities except for repurchases from employees following their termination pursuant to the terms of their pre-existing stock option or purchase agreements, (iii) any split, combination or reclassification of any of the Company's, Galaxy Mall or IMI's capital stock, (iv) any granting by the Company, Galaxy Mall or IMI of any increase in compensation or fringe benefits, except for normal increases of cash compensation than licenses in the ordinary course of business consistent with past practice; (e) neither Lothian nor the Lothian Subsidiaries has made any change in accounting policies, principles, methods, practices or procedures (including for bad debts, contingent liabilities or otherwise, respecting capitalization or expense of research and development expenditures, depreciation or amortization rates or timing of recognition of income and expense); (f) Lothian has taken all commercially reasonable action required to maintain, renew, extend or enforce any payment by the Companymaterial Lothian Intellectual Property; (g) there has been no physical damage, Galaxy Mall or IMI of any bonus, except for bonuses made in the ordinary course of business consistent with past practice, or any granting by the Company, Galaxy Mall or IMI of any increase in severance or termination pay or any entry by the Company, Galaxy Mall or IMI into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company, Galaxy Mall or IMI of the nature contemplated hereby, (v) entry by the Company, Galaxy Mall or IMI into any licensing destruction or other agreement with regard to the acquisition casualty loss (whether or disposition of any material Intellectual Property other than licenses, distribution agreements, advertising agreements, sponsorship agreements or merchant program agreements entered into in the ordinary course of business consistent with past practice, (vinot covered by insurance) any amendment or consent with respect to any licensing agreement filed or required to be filed with the SEC, (vii) any material change by the Company, Galaxy Mall, or IMI in its accounting methods, principles or practices, except as required by concurrent changes in GAAP, or (viii) any material revaluation by affecting any of the Companyreal or personal property or equipment of Lothian or in an amount exceeding one hundred thousand dollars ($100,000) individually or two hundred fifty thousand dollars ($250,000) in the aggregate; and (h) neither Lothian nor the Lothian Subsidiaries has entered into or approved any contract, Galaxy Mallarrangement or understanding or acquiesced in respect of any arrangement or understanding, to do, engage in or IMI cause or having the effect of any of its assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable other than in the ordinary course of businessforegoing.

Absence of Changes. Except for the execution and delivery of Since September 30, 2006, except as otherwise set forth in this Agreement and or on Schedule 3.15, the transactions to take place pursuant hereto on or prior to Company has conducted its business in the Closing Date or as disclosed ordinary course in Section 2.08 of substantially the Disclosure Schedulesame manner in which it has been previously conducted, since December 31, 1998, there has not been (i) any no Material Adverse Effect on has occurred, and the Company, Galaxy Mall, Company has not: (a) purchased or IMI, (ii) redeemed any declaration, setting aside or payment shares of any dividend on, or other distribution (whether in cash, stock or property) in respect of any of the Company's, Galaxy Mall's or IMI's its capital stock; (b) incurred any material liabilities, Indebtedness or any purchase, redemption or other acquisition by the Company, Galaxy Mall, or IMI of any of Galaxy Mall's or IMI's capital stock, any other securities, or any options, warrants, calls or rights to acquire any such shares or other securities except for repurchases from employees following their termination pursuant to the terms of their pre-existing stock option or purchase agreements, (iii) any split, combination or reclassification of any of the Company's, Galaxy Mall or IMI's capital stock, (iv) any granting by the Company, Galaxy Mall or IMI of any increase in compensation or fringe benefitsobligations, except for normal increases of cash compensation current liabilities and obligations incurred in the ordinary course of business and advances from or to the Sellers or their Affiliates consistent with past practice; (c) mortgaged, pledged or subjected to any payment by the Company, Galaxy Mall Lien any of its properties or IMI of any bonusassets, except for bonuses made Permitted Liens and Liens incurred in the ordinary course of business; (d) increased the compensation or benefits payable or to become payable to any officer or employee, amended any Employee Plan, or established any new Employee Plan, other than (i) in the ordinary course of business and consistent with past practice, practice or any granting by the Company, Galaxy Mall (ii) to comply with Law; (e) disposed or IMI of any increase in severance or termination pay or any entry by the Company, Galaxy Mall or IMI into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company, Galaxy Mall or IMI of the nature contemplated hereby, (v) entry by the Company, Galaxy Mall or IMI into any licensing or other agreement with regard agreed to the acquisition or disposition dispose of any material Intellectual Property other than licenses, distribution agreements, advertising agreements, sponsorship agreements properties or merchant program agreements assets; (f) cancelled or forgiven any material debts or claims; (g) entered into in the ordinary course of business consistent with past practice, (vi) any amendment or consent with respect to any licensing agreement filed or required to be filed with the SEC, (vii) any material change by the Company, Galaxy Mall, or IMI in its accounting methods, principles or practices, except as required by concurrent changes in GAAP, or (viii) any material revaluation by any of the Company, Galaxy Mall, or IMI of any of its assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable transaction other than in the ordinary course of business; (h) made any material change in its accounting principles except as required under GAAP; (i) suffered any material casualty losses or other material damage or destruction to its tangible property; (j) made any material amendment or modification to or terminated prior to its stated expiration any Material Contract; (k) made or changed any material Tax election or settled or compromised any Tax Claim, filed any amended material Tax Return, surrendered any right to claim a material Tax refund, or consented to any extension or waiver of the statute of limitations period applicable to any material Tax claim or assessment unless required by Law; (l) other than cash dividends paid by it to the Sellers, paid any dividends or made any distributions; (m) revalued any assets, except in the ordinary course of business; (n) acquired any interests in any other business or entity; or (o) entered into any agreement to do any of the foregoing.

Absence of Changes. Except for the execution and delivery of this Agreement and the transactions to take place pursuant hereto on or prior to the Closing Date or as disclosed in Section 2.08 of the Disclosure Schedule, since Since December 31, 19982009, except as required pursuant to this Agreement, the Business has been conducted in the ordinary course consistent with past practices in all material respects and there has not been been, accrued or arisen: (ia) any Any Business Material Adverse Effect on Effect; (b) Any sale, lease or other disposition of any property or asset having a value of at least $10,000, other than sales of Inventories in the Company, Galaxy Mallordinary course of business consistent with past practice; (c) Any purchase of fixed assets or other long term assets for an amount more than $10,000 individually, or IMI$50,000 in the aggregate; (d) Any Contract entered into by Seller relating to its assets or the Business, (ii) any declarationin each case having a stated contract amount or involving obligations or entitlements with a value of more than $50,000, setting aside or payment other than Contracts involving the sale of any dividend on, or other distribution (whether in cash, stock or property) in respect of any of the Company's, Galaxy Mall's or IMI's capital stock, or any purchase, redemption or other acquisition by the Company, Galaxy Mall, or IMI of any of Galaxy Mall's or IMI's capital stock, any other securities, or any options, warrants, calls or rights to acquire any such shares or other securities except for repurchases from employees following their termination pursuant to the terms of their pre-existing stock option Inventories or purchase agreements, (iii) any split, combination or reclassification of any of the Company's, Galaxy Mall or IMI's capital stock, (iv) any granting by the Company, Galaxy Mall or IMI of any increase in compensation or fringe benefits, except for normal increases of cash compensation materials in the ordinary course of business consistent with past practice, or any payment by the Companytermination, Galaxy Mall modification, amendment or IMI extension of or waiver of any bonusrights under any Contract to which Seller is a party or by which Seller, except for bonuses made in the ordinary course of business consistent with past practice, Business or any granting by the Company, Galaxy Mall or IMI of any increase in severance or termination pay or any entry by the Company, Galaxy Mall or IMI into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company, Galaxy Mall or IMI of the nature contemplated hereby, (v) entry by the Company, Galaxy Mall or IMI into any licensing or other agreement with regard to the acquisition or disposition of any material Intellectual Property other than licenses, distribution agreements, advertising agreements, sponsorship agreements or merchant program agreements entered into in the ordinary course of business consistent with past practice, (vi) any amendment or consent with respect to any licensing agreement filed or required to be filed with the SEC, (vii) any material change by the Company, Galaxy Mall, or IMI in its accounting methods, principles or practices, except as required by concurrent changes in GAAP, or (viii) any material revaluation by any of the CompanyPurchased Assets may be bound or affected, Galaxy Mallwhich termination, modification, amendment, extension or IMI waiver involves obligations or entitlements of more than $25,000; (e) Any disposition or lapse of any rights to use any of its assetsthe Intellectual Property Rights relating to the Business; (f) Any change in the levels of product returns, including, without limitation, writing down the value of capitalized inventory or writing off notes or bad debts and reserves relating to accounts receivable experienced by Seller from the levels experienced by Seller in the fiscal year ended December 31, 2009 in excess of $25,000 in the aggregate; (g) Any grants of any refunds, credits, rebates or other allowances by Seller to any customer, reseller or distributor, other than in the ordinary course of businessbusiness and consistent with prior practice; (h) Any recall, field notification or field correction with respect to products manufactured by or on behalf of Seller; (i) Any settlement or compromise of any Proceeding involving the Business that involves amounts in controversy in excess of $25,000 in the aggregate; (j) Any increase in compensation of any Business Employee, other than increases in the ordinary course of business of not more than $10,000 for any Business Employee, or $100,000 in the aggregate; (k) Any other material change in the employment terms for any Business Employee or the hiring of any Business Employee earning $75,000 or more per year; (l) The establishment or adoption of any collective bargaining, bonus, profit-sharing, thrift, pension, retirement or other similar benefit plan or arrangement covering any Business Employee, or any amendment or modification of any of the foregoing, which amendment or modification involves or is expected to involve obligations or entitlements with a value of more than $25,000; (m) Any damage, destruction or loss, whether or not covered by insurance, affecting Seller’s properties or assets or the Business and involving aggregate losses in excess of $25,000; (n) Any significant change in accounting methods or practices or the revaluation of any of the Purchased Assets or the Assumed Liabilities; (o) Any failure to maintain its fill rate in all material respects consistent with reasonable historical practice; or (p) Any commitment by Seller to do any of the foregoing identified in Sections 5.8(a) through 5.8(o).

Absence of Changes. Except for the execution and delivery of this Agreement and the transactions to take place pursuant hereto on or prior to the Closing Date or as disclosed set forth in Section 2.08 of the Disclosure ScheduleSchedule 6.6, since December 31, 19982010: (a) neither Acquired Company has amended its Organizational Documents; (b) there has been no event, occurrence or development which, individually or in the aggregate with any such other events, occurrences or developments, has had, or which would be reasonably be expected to have, a Material Adverse Effect; (c) the Acquired Companies have conducted the Business only in, have not engaged in any material transaction outside of, and such Business has been operated and maintained in, the Ordinary Course of Business; (d) there has not been any damage, destruction or loss to any portion of the Acquired Assets, whether covered by insurance or not, having a replacement cost of more than $100,000 for any single loss or $250,000 for all such losses; (e) neither Acquired Company has lost or experienced a material change in the relationship with any material customer or supplier or received any written indication by any customer or supplier of an intention to discontinue or change in any material respect the terms of its relationship; (f) there has been no merger or consolidation of either of the Acquired Companies with any other Person or any acquisition by either of the Acquired Companies of any Interests or material assets or business of any other Person or any agreement with respect thereto; (g) there has not been (i) any Material Adverse Effect on issuance of any Interests in either of the Company, Galaxy Mall, Acquired Companies or IMIgrant of any option or right to purchase same, (ii) any declaration, setting aside repurchase or payment redemption of any dividend onInterests in either of the Acquired Companies, or other distribution (whether in cash, stock or property) in respect of any of the Company's, Galaxy Mall's or IMI's capital stock, or any purchase, redemption or other acquisition by the Company, Galaxy Mall, or IMI of any of Galaxy Mall's or IMI's capital stock, any other securities, or any options, warrants, calls or rights to acquire any such shares or other securities except for repurchases from employees following their termination pursuant to the terms of their pre-existing stock option or purchase agreements, (iii) any a split, combination or reclassification of any Interests in either of the Acquired Companies; (h) neither Acquired Company has sold, leased (as lessor), transferred or otherwise disposed of, or mortgaged, pledged or subjected to any Lien (other than a Permitted Lien or Borrowed Money Debt Lien to be released at Closing), any of the assets or properties of either Acquired Entity, except for inventory and other personal property sold or otherwise disposed of in the Ordinary Course of Business; (i) neither Acquired Company has (i) increased the base salary or base wages payable to any executive officer or Employee, other than normal and customary increases reasonably consistent with past practice or increases that otherwise were required by an Acquired Company's’s obligations pursuant to applicable Law, Galaxy Mall (ii) increased severance obligations payable to any executive officer or IMI's capital stockEmployee, (iii) made or committed to make any bonus payment to any executive officer or Employee other than payments or arrangements in the Ordinary Course of Business, (iv) loaned money to any granting by the Company, Galaxy Mall executive officer or IMI of any increase in compensation Employee or fringe benefits, except for normal increases of cash compensation in the ordinary course of business consistent with past practice, or any payment by the Company, Galaxy Mall or IMI of any bonus, except for bonuses made in the ordinary course of business consistent with past practice, or any granting by the Company, Galaxy Mall or IMI of any increase in severance or termination pay or any entry by the Company, Galaxy Mall or IMI into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company, Galaxy Mall or IMI of the nature contemplated hereby, (v) entry cancelled any indebtedness owed to or claims held by a Holder or an Affiliate of such Holder. (j) there has not been any change by either of the Company, Galaxy Mall or IMI into any licensing or other agreement with regard to the acquisition or disposition of Acquired Companies in any material Intellectual Property other than licenses, distribution agreements, advertising agreements, sponsorship agreements or merchant program agreements entered into in the ordinary course of business consistent with past practice, (vi) any amendment or consent with respect to any licensing agreement filed or required to be filed with the SEC, (vii) any material change by the Company, Galaxy Mall, or IMI in its accounting methodsor Tax reporting principles, principles methods or practicespolicies; (k) neither Acquired Company has accelerated or delayed (i) collection of any account receivable in advance of or beyond its regular due date or the date when such liability would have been collected in the Ordinary Course of Business or (ii) payment of any account payable or other liability beyond or in advance of its due date or the date when such liability would have been paid in the Ordinary Course of Business; (l) neither Acquired Company has made or rescinded any election relating to Taxes, entered into any agreement or settlement with any Tax Authority, filed any amended Tax Return, 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; (m) neither Acquired Company has made or committed to make any capital expenditures or capital additions or betterments in excess of $200,000 individually or $1,000,000 in the aggregate, except in accordance with the Acquired Companies’ 2011 Capital Expenditure Plan set forth in Annex C (the “CapEx Plan”); (n) neither Acquired Company has instituted or settled any legal actions, suits or other legal proceedings; and (o) neither Acquired Company has agreed, committed, arranged or entered into any understanding to do any of the foregoing, except as required expressly permitted by concurrent changes in GAAP, or (viii) any material revaluation by any of the Company, Galaxy Mall, or IMI of any of its assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable other than in the ordinary course of businessthis Agreement.

Absence of Changes. Except for as set forth on Schedule 5.7, since March 31, 1999, LCC and LCC AS have conducted the execution LCC Businesses only in the ordinary course consistent with past practice and delivery of this Agreement and the transactions to take place pursuant hereto have not, on behalf of, in connection with or prior relating to the Closing Date LCC Businesses or as disclosed in Section 2.08 of the Disclosure Schedule, since December 31, 1998, there has not been Purchased Assets: (ia) suffered any LCC Material Adverse Effect on the CompanyEffect; (b) incurred any obligation, Galaxy Mallcommitment or liability, known or unknown, absolute or contingent, matured or unmatured, or IMIotherwise, (ii) any declaration, setting aside whether due or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of any of the Company's, Galaxy Mall's or IMI's capital stock, or any purchase, redemption or other acquisition by the Company, Galaxy Mall, or IMI of any of Galaxy Mall's or IMI's capital stock, any other securities, or any options, warrants, calls or rights to acquire any such shares or other securities except for repurchases from employees following their termination pursuant to the terms of their pre-existing stock option or purchase agreements, (iii) any split, combination or reclassification of any of the Company's, Galaxy Mall or IMI's capital stock, (iv) any granting by the Company, Galaxy Mall or IMI of any increase in compensation or fringe benefitsbecome due, except current liabilities for normal increases trade or business obligations incurred in connection with the purchase or sale of cash compensation goods or services in the ordinary course of business consistent with past practice, none of which liabilities, in any case or in the aggregate, could have an LCC Material Adverse Effect; (c) discharged or satisfied any Lien other than those then required to be discharged or satisfied, or paid any obligation, commitment or liability, known or unknown, absolute or contingent, matured or unmatured, or otherwise, whether due or to become due, other than current liabilities shown on the March 31 Financial Statements, current liabilities incurred since the date thereof in the ordinary course of business consistent with past practice or Excluded Liabilities; (d) mortgaged, pledged or subjected to Lien any property, business or assets, tangible or intangible, held in connection with the LCC Businesses other than Excluded Assets; (e) sold, transferred, leased to others or otherwise disposed of any of the Purchased Assets, except for inventory sold in the ordinary course of business or transferred at book value to other divisions or Affiliates of LCC and licenses of Software or CellAD software licenses of LCC AS granted in the ordinary course of business, or canceled or compromised any debt or claim, or waived or released any right of substantial value; (f) received any notice of termination of any Contract relating to the LCC Businesses or suffered any damage, destruction or loss (whether or not covered by insurance) which, in any case or in the aggregate, has had an LCC Material Adverse Effect; (g) transferred or granted any rights under, or entered into any settlement regarding the breach or infringement of, any Patents, Copyrights and Trademarks or Know-How, or any payment by Patents, Copyrights and Trademarks or Know-How of LCC or LCC AS, other than licenses of Software or software licenses of LCC or LCC AS granted in the Companyordinary course of business, Galaxy Mall or IMI modified any existing rights with respect thereto; (h) made any change in the rate 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, or otherwise entered into any contractual relationship, whether oral or written, that changes the terms and conditions or scope and nature of the employment relationship with any Transferred Employees (other than the LCC Businesses Employee Retention Program, all of the liabilities relating to which shall be retained by LCC), except for bonuses made in the ordinary course of business consistent with past practice; (i) encountered any labor union organizing activity, had any actual or, to the knowledge of LCC or LCC AS, threatened, employee strikes, work stoppages, slowdowns or lockouts, or any granting by the Company, Galaxy Mall or IMI of any increase in severance or termination pay or any entry by the Company, Galaxy Mall or IMI into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company, Galaxy Mall or IMI of the nature contemplated hereby, (v) entry by the Company, Galaxy Mall or IMI into any licensing or other agreement with regard to the acquisition or disposition of had any material Intellectual Property other than licenseschange in its relations with its employees, distribution agreementsagents, advertising agreements, sponsorship agreements customers or merchant program agreements entered into suppliers; (j) failed to replenish inventories and supplies in the ordinary course of business a normal and customary manner consistent with past practice, (vi) any amendment or consent with respect to any licensing agreement filed or required to be filed with practice and prudent business practices prevailing in the SEC, (vii) any material change by the Company, Galaxy Mallindustry, or IMI made any purchase commitment in its accounting methodsexcess of the normal, principles ordinary and usual requirements of the LCC Businesses or practices, except as required by concurrent changes at any price in GAAPexcess of the then current market price or upon terms and conditions more onerous than those usual and customary in the industry, or (viii) made any material revaluation by any of the Company, Galaxy Mall, or IMI of any of its assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable other than change in the ordinary course of business.selling, pricing, advertising or personnel practices inconsistent with past practice and prudent business practices prevailing in the industry;

Absence of Changes. Except for the execution and delivery of this Agreement and the transactions to take place pursuant hereto on or prior to the Closing Date or as disclosed set forth in Section 2.08 Part 2.3 of the Disclosure Schedule, Schedule since December 31, 1998, the date of the Financial Statements: (a) there has not been any adverse change in, and no event has occurred that might have an adverse effect on, the business, condition, assets, liabilities, operations, financial performance, net income or prospects of the Seller; (b) there has not been any loss, damage or destruction to, or any interruption in the use of, any of the assets of the Seller (whether or not covered by insurance); (c) the Seller and Shareholder has not purchased or otherwise acquired any asset from any other Person, except for supplies acquired by the Seller in the Ordinary Course of Business; (d) the Seller has not leased or licensed any asset from any other Person; (e) the Seller has not made any capital expenditure; (f) the Seller has not sold or otherwise transferred, or leased or licensed, any asset to any other Person; (g) the Seller has not written off as uncollectible, or established any extraordinary reserve with respect to, any account receivable or other indebtedness; (h) the Seller has not made any loan or advance to any other Person; (i) the Seller and Shareholder has not (i) established or adopted any Material Adverse Effect on the Company, Galaxy MallSeller Employee Plan, or IMI, (ii) paid any declaration, setting aside bonus or made any profit-sharing or similar payment of any dividend onto, or increased the amount of the wages, salary, commissions, fees, fringe benefits or other distribution compensation or remuneration payable to, any of its directors, officers, employees or independent contractors; (whether in cash, stock j) no Contract by which the Seller and Shareholder or property) in respect of any of the Company's, Galaxy Mall's assets owned or IMI's capital stockused by the Seller and Shareholder is or was bound, or under which the Seller and Shareholder has or had any purchaserights or interest, redemption including any Medical Billing Agreement, have been amended or terminated and the Seller and Shareholder has no knowledge of any pending amendments or terminations contemplated by Seller’s Clients; (k) the Seller and Shareholder has not incurred, assumed or otherwise become subject to any Liability, other acquisition than accounts payable (of the type required to be reflected as current liabilities in the “liabilities” column of a balance sheet prepared in accordance with GAAP) incurred by the Company, Galaxy Mall, or IMI of any of Galaxy Mall's or IMI's capital stock, any other securities, or any options, warrants, calls or rights to acquire any such shares or other securities except for repurchases from employees following their termination pursuant to the terms of their pre-existing stock option or purchase agreements, (iii) any split, combination or reclassification of any of the Company's, Galaxy Mall or IMI's capital stock, (iv) any granting by the Company, Galaxy Mall or IMI of any increase Seller in compensation or fringe benefits, except for normal increases of cash compensation in the ordinary course of business consistent with past practice, or any payment by the Company, Galaxy Mall or IMI of any bonus, except for bonuses made in the ordinary course of business consistent with past practice, or any granting by the Company, Galaxy Mall or IMI of any increase in severance or termination pay or any entry by the Company, Galaxy Mall or IMI into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company, Galaxy Mall or IMI of the nature contemplated hereby, (v) entry by the Company, Galaxy Mall or IMI into any licensing or other agreement with regard to the acquisition or disposition of any material Intellectual Property other than licenses, distribution agreements, advertising agreements, sponsorship agreements or merchant program agreements bona fide transactions entered into in the ordinary course Ordinary Course of business consistent with past practiceBusiness; (l) the Seller and Shareholder has not discharged any Encumbrance or discharged or paid any indebtedness or other Liability, except for accounts payable that (vii) any amendment are reflected as current liabilities in the “liabilities” column of the Unaudited Interim Balance Sheet or consent with respect to any licensing agreement filed or required to be filed with the SEC, (vii) any material change have been incurred by the CompanySeller since the date of the Unaudited Interim Balance Sheet, Galaxy Mallin bona fide transactions entered into in the Ordinary Course of Business, and (ii) have been discharged or IMI paid in the Ordinary Course of Business; (m) the Seller and Shareholder has not forgiven any debt or otherwise released or waived any right or claim; (n) the Seller and Shareholder has not changed any of its methods of accounting methodsor accounting practices in any respect; (o) the Seller and Shareholder has not entered into any transaction or taken any other action outside the Ordinary Course of Business; and (p) the Seller and Shareholder has not agreed, principles committed or practices, except as required by concurrent changes offered (in GAAP, writing or (viiiotherwise) any material revaluation by to take any of the Company, Galaxy Mall, or IMI of any of its assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable other than actions referred to in the ordinary course of businessclauses “(c)”through “(o)”above.

Absence of Changes. Except for (a) Since the execution and delivery of this Agreement and Cutoff Date, the transactions Company has used commercially reasonable efforts to take place pursuant hereto on or prior preserve the Business intact, to keep available to the Closing Date or as disclosed in Section 2.08 Company the services of all current officers and employees of the Disclosure ScheduleCompany and to preserve the goodwill of the suppliers, customers, employees and others having business relations with the Company as of such date. Since the Cutoff Date, the Company has conducted its Business in the ordinary course, has maintained its rates and charges without reduction and has maintained its assets and properties in at least as good order and condition as existed on such date, ordinary wear and tear excepted. (b) Except as set forth on Schedule 3.14, since December 31the Cutoff Date, 1998the Company has not: (a) suffered any adverse change in, there or the occurrence of any events which, individually or in the aggregate, has not been (i) any or have had, or might reasonably be expected to have, a Material Adverse Effect on the Company, Galaxy Mall, Business; (b) incurred damage to or IMI, (ii) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect destruction of any of the Company'sPurchased Assets individually having a replacement cost in excess of $50,000, Galaxy Mall's whether or IMI's capital stock, not covered by insurance; (c) incurred any obligation or liability (fixed or contingent) not in the Ordinary Course of Business in excess of $50,000; (d) written off as uncollectible any accounts receivable or any purchaseportion thereof, redemption or other acquisition by the Company, Galaxy Mall, or IMI of any of Galaxy Mall's or IMI's capital stock, any other securities, or any options, warrants, calls or rights to acquire any such shares or other securities except for repurchases from employees following their termination pursuant to write-downs, write-ups, and write-offs in the terms Ordinary Course of their pre-existing stock option or purchase agreementsBusiness, none of which is material in amount; (iiie) any split, combination or reclassification of encumbered any of the Company'sPurchased Assets with any Liens in addition to Liens in existence as of the Cutoff Date other than Permitted Encumbrances; (f) sold, Galaxy Mall transferred or IMI's capital stockleased any asset that would otherwise have been included in the Purchased Asset individually having a replacement cost in excess of $20,000, (iv) or canceled or compromised any granting by the Company, Galaxy Mall debt or IMI of any increase in compensation or fringe benefitsmaterial claim, except for normal increases of cash compensation in the ordinary course of business consistent with past practice, or any payment by the Company, Galaxy Mall or IMI of any bonus, except for bonuses made in the ordinary course of business consistent with past practice, or any granting by the Company, Galaxy Mall or IMI of any increase in severance or termination pay or any entry by the Company, Galaxy Mall or IMI into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company, Galaxy Mall or IMI of the nature contemplated hereby, (v) entry by the Company, Galaxy Mall or IMI into any licensing or other agreement with regard to the acquisition or disposition of any material Intellectual Property other than licenses, distribution agreements, advertising agreements, sponsorship agreements or merchant program agreements entered into in the ordinary course of business consistent with past practice, (vi) any amendment or consent with respect to any licensing agreement filed or required to be filed with the SEC, (vii) any material change by the Company, Galaxy Mall, or IMI in its accounting methods, principles or practices, except as required by concurrent changes in GAAP, or (viii) any material revaluation by any of the Company, Galaxy Mall, or IMI of any of its assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable other than in the ordinary course of business; (g) sold, assigned, transferred or granted any rights under or with respect to any licenses, agreements, patents, inventions, trademarks, trade names, copyrights or formulae or with respect to know-how or any other intangible asset; (h) amended or terminated any Contracts which otherwise would have been required to be set forth on Schedule 3.12; (i) waived or released any other rights of material value to the Company; (j) declared or paid any dividend on its capital stock, or set apart any money for distribution to or for its Shareholders; (k) compromised any account receivable or any portion thereof for less than the face amount thereof; (l) redeemed any portion of its capital stock; (1) entered into, or amended the terms of, any employment or consulting agreement; (m) entered into any transactions not in the Ordinary Course of Business which would, individually, materially adversely affect the Business.

Absence of Changes. Except for as set forth in Schedule 3.34, since January 31, 2001, the execution Seller has conducted the Business only in the ordinary and delivery normal course consistent with prior practice and none of the following have occurred or been entered into relating to the Business and/or the Purchased Assets: (a) any material adverse change or material change in the Business, the Purchased Assets, the Real Property or financial condition of the Business; (b) any obligation or liability except as otherwise disclosed under this Agreement and (whether absolute, accrued, contingent or otherwise, whether due or to become due), except current liabilities for trade or business obligations incurred by Seller in connection with the transactions purchase of goods or services in the ordinary course of business consistent with prior practice, none of which liabilities, individually or in the aggregate, could have a material adverse effect on the Business; (c) any payment, discharge or satisfaction of any lien other than those then required to take place pursuant hereto be discharged or satisfied, or payment of any obligation or liability (whether absolute, accrued, contingent or otherwise, whether due or to become due), other than liabilities incurred since January 31, 2001 in the ordinary course of business consistent with prior practice; (d) any pledge or lien in respect to the Purchased Assets held in connection with the Business other than in the ordinary course consistent with past practice, all of which Seller covenants to discharge on or prior to the Closing Date unless such constitutes a Permitted Encumbrance; (e) any sale or lease or other disposition of any of the Purchased Assets or the Real Property, except for Inventory sold in the ordinary course of business; (f) receipt of any notice of termination of any Assigned Contract or any damage, destruction or loss (whether or not covered by insurance), which, individually or in the aggregate, has or will have a material adverse effect on the Business, the Purchased Assets, the Real Property or the financial condition of the Business; (g) other than in the ordinary course of business, or as disclosed provided in Section 2.08 the Labor Agreement, any change in the rate of compensation, commission, bonus or other direct or indirect remuneration payable to the employees of Seller or, to the knowledge of Seller, paid or agreed or orally promised to be paid, conditionally or otherwise, any payment or obligation incurred relating to any bonus, incentive, retention or other compensation, retirement, welfare, fringe or severance benefit or vacation pay, to or in respect of the Disclosure Schedulepayment of the same to any shareholder, since December 31director, 1998officer, there has not been employee, salesman, distributor or agent of Seller relating to the Business; (h) any pending petitions before the National Labor Relations Board to certify a new union as a collective bargaining representative, any actual or, to the knowledge of Seller, threatened employee strikes, union-organized work stoppages, slowdowns or lockouts, or any material adverse change in Seller's relations with its employees, agents, customers or suppliers; (i) any Material Adverse Effect on failure to replenish the Company, Galaxy MallSeller's Inventories and supplies in a normal and customary manner consistent with its prior practice and prudent business practices prevailing in the industry, or IMI, (ii) made any declaration, setting aside or payment of any dividend on, or other distribution (whether purchase commitment in cash, stock or property) in respect of any excess of the Company'snormal, Galaxy Mallordinary and usual requirements of the 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 and consistent with Seller's or IMI's capital stockprior practice, or any purchasechange in Seller's selling, redemption pricing, advertising or other acquisition by personnel practices inconsistent with Seller's prior practice and prudent business practices prevailing in the Company, Galaxy Mall, or IMI of any of Galaxy Mall's or IMI's capital stockindustry; (j) except as disclosed in Schedules 1.04(d) and 1.01(h), any other securitiescapital expenditures or capital additions or improvements in excess of an aggregate of One Hundred Thousand Dollars ($100,000); (k) institution of, settlement of or agreement to settle, any optionslitigation, warrants, calls action or rights to acquire proceeding before any such shares court or other securities except for repurchases from employees following their termination pursuant governmental body relating to the terms of their pre-existing stock option Business or purchase agreements, (iii) any split, combination the Purchased Assets or reclassification of any of the Company's, Galaxy Mall or IMI's capital stock, (iv) any granting by the Company, Galaxy Mall or IMI of any increase in compensation or fringe benefits, except for normal increases of cash compensation Real Property other than in the ordinary course of business consistent with past practice, or any payment by the Company, Galaxy Mall or IMI of any bonus, except for bonuses made in the ordinary course of business consistent with past practice, or any granting by the Company, Galaxy Mall or IMI of any increase in severance or termination pay or any entry by the Company, Galaxy Mall or IMI into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company, Galaxy Mall or IMI of the nature contemplated hereby, practices; (v) entry by the Company, Galaxy Mall or IMI into any licensing or other agreement with regard to the acquisition or disposition of any material Intellectual Property other than licenses, distribution agreements, advertising agreements, sponsorship agreements or merchant program agreements entered into in the ordinary course of business consistent with past practice, (vil) any amendment transaction, contract or consent with respect to any licensing agreement filed or required to be filed with the SEC, (vii) any material change by the Company, Galaxy Mall, or IMI in its accounting methods, principles or practices, except as required by concurrent changes in GAAP, or (viii) any material revaluation by any of the Company, Galaxy Mall, or IMI of any of its assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable commitment other than in the ordinary course of businessbusiness or by reason of this Agreement or the transactions contemplated hereby; or (m) failed to take appropriate action which would have been undertaken by a reasonably prudent business to permit it to timely perform the obligations due under any Assigned Contract. Notwithstanding the foregoing, the Merger and the transfer, after the Effective Time, of Seller's rights and obligations under this Agreement (or under any other agreement contemplated herein, between the Seller on the one hand and the Buyer on the other hand entered into as a result of this Agreement) to VCS does not and will not constitute a violation or breach of any of the foregoing representations and warranties by Seller.

Absence of Changes. Except for the execution and delivery of this Agreement and the transactions to take place pursuant hereto on or prior to the Closing Date or as disclosed in Section 2.08 of the Disclosure Schedule, since December 31, 1998Since Holdings’ Latest Balance Sheet Date, there has not been (i) any Material Adverse Effect with respect to any Purchaser and no event has occurred and no circumstance or condition exists which has had or could reasonably be expected to have a Material Adverse Effect on any Purchaser. Since Holdings’ Latest Balance Sheet Date, except as set forth on Schedule 7.13, Holdings has been operated in the Companyordinary course, Galaxy Mallconsistent with past practice. Without limiting the foregoing, or IMIexcept as set forth on Schedule 7.13, since the Holdings’ Latest Balance Sheet Date: (iia) any declarationNo Purchaser has declared, setting set aside or payment of paid any dividend on, dividends on or made any other distribution (whether in cash, stock or property) Distribution in respect of any of the Company's, Galaxy Mall's or IMI's capital stockits Equity Interests, or made any purchasepayment or transfer consideration of any kind to any Affiliate, redemption other than: (i) payments or other acquisition by the Companytransfers in satisfaction of amounts reflected on Holdings’ Latest Balance Sheet, Galaxy Mall(ii) salary and ordinary course expense reimbursement, or IMI of any of Galaxy Mall's or IMI's capital stock, any other securities, or any options, warrants, calls or rights to acquire any such shares or other securities except for repurchases from employees following their termination pursuant to the terms of their pre-existing stock option or purchase agreements, (iii) any costs or expenses incurred and repaid subsequent to the Holdings’ Latest Balance Sheet Date; (b) No Purchaser has split, combination combined or reclassification reclassified any of its Equity Interests or issued or authorized or proposed the issuance or authorization of any Securities in respect of, in lieu of, or in substitution for Equity Interests or repurchased, redeemed or otherwise acquired any of its Equity Interests; (c) No Purchaser has issued, delivered, pledged, encumbered or sold, or authorized or proposed the Company'sissuance, Galaxy Mall delivery, pledge, Encumbrance or IMI's capital stocksale of, any of its Equity Interests or proposed any change in its equity capitalization; (ivd) any granting by the CompanyNo Purchaser has sold, Galaxy Mall transferred, licensed, pledged, mortgaged or IMI otherwise disposed of any increase in compensation tangible or fringe benefits, except for normal increases of cash compensation intangible assets (other than inventory in the ordinary course of business consistent business) with past practicean aggregate fair market value of greater than $25,000; (e) No Purchaser has amended its Fundamental Documents; (f) Other than as contemplated under this Agreement and the Related Documents, no Purchaser has acquired or agreed to acquire by merging or consolidating with, or by purchasing any payment material portion of the Equity Interests or assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof; (g) no party (including a Purchaser) has accelerated, terminated, modified or canceled or waived any material right under any Contract (or series of related Contracts) involving more than $25,000 to which a Purchaser is a party or by which it is bound and to the CompanyKnowledge of the Purchasers no other party intends to take any such action, Galaxy Mall and no modification in excess of $25,000 has been made to any such Contract; (h) No Purchaser has experienced any damage, destruction, or IMI loss (whether or not covered by insurance) to its property in excess of $25,000 individually or $50,000 in the aggregate; (i) there has not been any labor strike, material dispute or grievance, picketing activity, slowdown or stoppage actually pending or, to the Knowledge of any bonusPurchaser, except for bonuses made in the ordinary course of business consistent with past practicethreatened against, involving or any granting by the Companyaffecting a Purchaser, Galaxy Mall or IMI of any increase in severance or termination pay or any entry by the Company, Galaxy Mall or IMI into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company, Galaxy Mall or IMI of the nature contemplated hereby, (v) entry by the Company, Galaxy Mall or IMI into any licensing or other agreement with regard and no event has occurred that could reasonably be expected to the acquisition or disposition of any material Intellectual Property other than licenses, distribution agreements, advertising agreements, sponsorship agreements or merchant program agreements entered into in the ordinary course of business consistent with past practice, (vi) any amendment or consent with respect give rise to any licensing agreement filed such strike, dispute, grievance, slowdown, picketing or required to be filed with the SEC, stoppage and there has not been any union organizing campaigns; (viij) there has not been any material change by the Company, Galaxy Mall, write-down or IMI in its accounting methods, principles or practices, except as required by concurrent changes in GAAP, or (viii) any material revaluation by any write-up of the Company, Galaxy Mall, or IMI of any of its assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable any asset of a Purchaser other than in the ordinary course of business, or any write-off of any accounts receivable or notes receivable of a Purchaser; (k) there has not been any change in the Tax or accounting methods or principles used by any Purchaser or any change in depreciation or amortization policies or rates theretofore adopted; (l) there has not been any material change in the time or manner in which a Purchaser extends discounts or credit to customers, collects receivables from customers, or otherwise deals with customers; (m) there has not been any material change in the time or manner in which a Purchaser pays its payables to suppliers and vendors, or otherwise deals with suppliers and vendors; (n) there has not been any material change in the business policies in which a Purchaser calculates or determines its Working Capital; (o) Each Purchaser has continued to invest in capital expenditures in accordance with its annual budget and past practices; (p) No Purchaser has altered its credit policies or practices or its payment policies or practices; (q) there has not been any material change in any distribution platform where a Purchaser conducts business with any of its customers; and (r) there has been no Contract, understanding or authorization for the any Purchaser to take any of the actions specified in this Section 7.13.

Absence of Changes. Except for the execution and delivery of this Agreement and the transactions to take place pursuant hereto as set forth on or prior to the Closing Date or as disclosed in Section 2.08 3.6 of the Disclosure ScheduleSchedules, since December 31January 1, 19982024, there has not been (i) any Material Adverse Effect on through the CompanyClosing Date, Galaxy Mall, or IMI, (ii) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of any of Seller and its Affiliates have operated the Company's, Galaxy Mall's or IMI's capital stock, or any purchase, redemption or other acquisition by the Company, Galaxy Mall, or IMI of any of Galaxy Mall's or IMI's capital stock, any other securities, or any options, warrants, calls or rights to acquire any such shares or other securities except for repurchases from employees following their termination pursuant to the terms of their pre-existing stock option or purchase agreements, (iii) any split, combination or reclassification of any of the Company's, Galaxy Mall or IMI's capital stock, (iv) any granting by the Company, Galaxy Mall or IMI of any increase in compensation or fringe benefits, except for normal increases of cash compensation Business in the ordinary course of business consistent with past practice, and in connection with the Business: (a) neither Seller nor any Affiliate of Seller has sold, leased, transferred, licensed or assigned any payment by the CompanyAcquired Asset, Galaxy Mall or IMI of excluding any bonus, except for bonuses made Inventory sold in the ordinary course of business consistent with past practice; (b) neither Seller nor any Affiliate of Seller has experienced any damage, destruction or loss (whether or not covered by insurance) to any Acquired Assets, individually or in the aggregate, in excess of $150,000; (c) neither Seller nor any Affiliate of Seller has canceled, compromised, waived or released any rights constituting Acquired Assets or claim or any payment owed to it, in any case, involving more than $50,000 in the aggregate; (d) neither Seller nor any Affiliate of Seller has modified, changed or terminated any Material Contract; (e) neither Seller nor any Affiliate of Seller has adopted a plan or agreement of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization, or other material reorganization; 165530988v21 (f) neither Seller nor any granting by Affiliate of Seller has made any material capital expenditures that would constitute an Assumed Liability; (g) neither Seller nor any Affiliate of Seller has (i) changed any of its practices or procedures with respect to the Company, Galaxy Mall or IMI collection of any increase in severance or termination pay or any entry by the Company, Galaxy Mall or IMI into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which are contingent accounts receivable or the terms payment of which are materially altered upon accounts payable; (ii) delayed or postponed the occurrence of a transaction involving the Company, Galaxy Mall or IMI of the nature contemplated hereby, (v) entry by the Company, Galaxy Mall or IMI into any licensing or other agreement with regard to the acquisition or disposition payment of any material Intellectual Property accounts payable or other than licenses, distribution agreements, advertising agreements, sponsorship agreements or merchant program agreements entered into in the ordinary course material liabilities of business consistent with past practice, (vi) any amendment or consent Seller with respect to any licensing agreement filed or required to be filed with the SEC, (vii) any material change by the Company, Galaxy Mall, or IMI in its accounting methods, principles or practices, except as required by concurrent changes in GAAP, Business; or (viiiiii) any accelerated the collection of material revaluation by any notes or material accounts receivable of Seller with respect to the Business in advance of the Company, Galaxy Mall, or IMI of any of its assets, including, without limitation, writing down dates when the value of capitalized inventory or writing off notes or accounts receivable other than same would have been collected in the ordinary course of business; and (h) neither Seller nor any Affiliate of Seller has agreed or committed to any of the foregoing.

Absence of Changes. Except for Since the execution Most Recent Fiscal Period End and delivery of this Agreement and the transactions to take place pursuant hereto on or prior to the Closing Date or except as disclosed in Section 2.08 of Schedule 3.7, the Disclosure ScheduleAcquired Assets have not undergone any Material Adverse Change in their condition or suffered any material damage, destruction or loss (whether or not covered by insurance); and since December 31, 1998the Most Recent Fiscal Period End, there has been no Material Adverse Change in the Business or the condition of the premises covered by the Real Property Leases, whether as a result of any change as to any Acquired Assets, any natural disaster, accident, strike, sabotage, or confiscation of property, or any other event or condition directly affecting or relating to the Company, whether or not been related to any of the foregoing, except for such changes as do not in the aggregate have a Material Adverse Effect. Since the Most Recent Fiscal Period End, the Company has operated the Business in the Ordinary Course of Business and, other than in the Ordinary Course of Business, the Company has not, with respect to the Business, taken any of the following actions: (i) acquired, sold, leased, encumbered or disposed of any Material Adverse Effect on the Company, Galaxy Mall, or IMI, assets; (ii) created, incurred or assumed any declaration, setting aside debt for borrowed money or payment of any dividend on, or other distribution (whether in cash, stock or property) debt in respect of capital leases; (iii) entered into, adopted or amended, other than as may have been necessary to comply with applicable law or maintain any of plan's qualified status, any employee benefit plan or any employment or severance agreement or arrangement or increased in any manner the Company's, Galaxy Mall's compensation or IMI's capital stockfringe benefits of, or any purchasemodified the employment terms of, redemption its officers or other acquisition by the Companyemployees, Galaxy Mallgenerally or individually, or IMI of paid any of Galaxy Mall's or IMI's capital stock, any other securities, or any options, warrants, calls or rights to acquire any such shares or other securities except for repurchases from employees following their termination pursuant to benefit not required by the terms of their pre-any existing stock option or purchase agreements, (iii) any split, combination or reclassification of any of employee benefit plan as in effect on the Company's, Galaxy Mall or IMI's capital stock, date hereof; (iv) any granting by the Company, Galaxy Mall or IMI of any increase in compensation or fringe benefits, except for normal increases of cash compensation in the ordinary course of business consistent with past practice, or any payment by the Company, Galaxy Mall or IMI of any bonus, except for bonuses made in the ordinary course of business consistent with past practice, or any granting by the Company, Galaxy Mall or IMI of any increase in severance or termination pay or any entry by the Company, Galaxy Mall or IMI into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company, Galaxy Mall or IMI of the nature contemplated hereby, (v) entry by the Company, Galaxy Mall or IMI into any licensing or other agreement with regard to the acquisition or disposition of any material Intellectual Property other than licenses, distribution agreements, advertising agreements, sponsorship agreements or merchant program agreements entered into in the ordinary course of business consistent with past practice, (vi) any amendment or consent with respect to any licensing agreement filed or required to be filed with the SEC, (vii) any material change by the Company, Galaxy Mall, or IMI in changed its accounting methods, principles or practices, except as required by concurrent or made any new elections with respect to Taxes affecting the Acquired Assets or any changes in GAAPcurrent elections with respect to Taxes affecting the Acquired Assets; (v) paid any obligation or liability; (vi) sold, assigned, transferred, licensed or sublicensed any of the Business's Intellectual Property; (vii) entered into, amended, terminated, taken or omitted to take any action that would constitute a violation of or default under, or waived any rights under, any Contract; (viii) entered into any material revaluation by any of written arrangement or contract that creates a liability on the Company, Galaxy Mall, 's part in excess of $50,000; (ix) made or IMI committed to make any capital expenditure in excess of any $25,000 per item or total capital expenditures in excess of its assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable other than $100,000 in the ordinary course aggregate (regardless of business.whether or not in the Ordinary Course of Business);

Absence of Changes. Except for To the execution and delivery Knowledge of this Agreement and the transactions to take place pursuant hereto on or prior to the Closing Date or as disclosed in Section 2.08 of the Disclosure ScheduleParent, since December 31, 19982009, there no fact, event or circumstance has not been (i) any occurred or arisen which has had or is reasonably expected to have a Material Adverse Effect Effect. Without limiting the foregoing, except as set forth on Schedule 4.6, since such date, to the Company, Galaxy Mall, or IMI, Knowledge of Parent: (iia) Neither Parent nor Seller has incurred any declaration, setting aside or payment Liabilities of any dividend onnature pertaining to the Business, the Purchased Assets or the Assumed Liabilities, other distribution than Accounts Payable incurred in the Ordinary Course of Business; (whether in cashb) Neither Parent nor Seller has entered into any Contracts pertaining to the Business, stock the Purchased Assets or property) the Assumed Liabilities, other than purchase orders in respect of any Accounts Receivable and Accounts Payable incurred in the Ordinary Course of Business; (c) Neither Parent nor Seller has modified the Company's, Galaxy Mall's or IMI's capital stock, or any purchase, redemption salary or other acquisition by the Company, Galaxy Mall, or IMI compensation (including benefits) of any of Galaxy Mall's or IMI's capital stockSubject Employee, any other securities, or any options, warrants, calls or rights to acquire any such shares or other securities except for repurchases from employees following their termination pursuant to the terms of their pre-existing stock option or purchase agreements, (iii) any split, combination or reclassification of any of the Company's, Galaxy Mall or IMI's capital stock, (iv) any granting by the Company, Galaxy Mall or IMI of any increase in compensation or fringe benefits, except for normal increases of cash compensation than in the ordinary course Ordinary Course of business Business consistent with past practice; (d) Neither Parent nor Seller has sold, leased, transferred, licensed, assigned or any payment by the Company, Galaxy Mall or IMI otherwise disposed of any bonusPurchased Asset, except for bonuses made in the ordinary course of business consistent with past practice, or any granting by the Company, Galaxy Mall or IMI of any increase in severance or termination pay or any entry by the Company, Galaxy Mall or IMI into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company, Galaxy Mall or IMI of the nature contemplated hereby, (v) entry by the Company, Galaxy Mall or IMI into any licensing or other agreement with regard to the acquisition or disposition of any material Intellectual Property other than licenses, distribution agreements, advertising agreements, sponsorship agreements or merchant program agreements entered into in the ordinary course of business consistent with past practice, (vi) any amendment or consent with respect to any licensing agreement filed or required to be filed with the SEC, (vii) any material change by the Company, Galaxy Mall, or IMI in its accounting methods, principles or practices, except as required by concurrent changes in GAAP, or (viii) any material revaluation by any of the Company, Galaxy Mall, or IMI of any of its assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable other than in the ordinary course Ordinary Course of businessBusiness and neither Parent nor Seller has permitted, allowed or suffered any of the Purchased Assets to become subjected to any Lien, other than Permitted Liens; (e) Neither Parent nor Seller has determined as collectible any Accounts Receivable or any portion thereof which were previously considered uncollectible or written off as uncollectible any Accounts Receivable or any portion thereof, except in the Ordinary Course of Business and consistent with GAAP; (f) Neither Parent nor Seller has entered into any collective bargaining or labor agreement (oral and legally binding or written) or experienced any organized slowdown, work interruption, strike or work stoppage; (g) Neither Parent nor Seller has made any material change in any method of accounting or accounting principle, practice or policy applicable to the Business, the Purchased Assets or the Assumed Liabilities; (h) No party (including both Parent and Seller) has accelerated, terminated, modified, or canceled any Contract applicable to the Business, the Purchased Assets or the Assumed Liabilities involving more than $20,000 individually or together with any related Contracts; (i) Neither Parent nor Seller has delayed or postponed the payment of any Accounts Payable or other Liabilities included among the Assumed Liabilities; (j) Neither Parent nor Seller has canceled, compromised, waived, or released any right or claim (or series of related rights or claims) either involving more than $20,000 or outside the Ordinary Course of Business; (k) Neither Parent nor Seller has suffered any casualty losses or damages affecting the Business or any assets of the Business in excess of $20,000 in the aggregate (whether or not insured against); (l) Neither Parent nor Seller has experienced any other material occurrence, event, incident, action, failure to act, or transaction affecting the Business outside the Ordinary Course of Business; and (m) Neither Parent nor Seller has agreed or committed to take any of the actions described in the foregoing clauses of this Section 4.6 not otherwise expressly permitted by this Agreement.

Absence of Changes. Except Since the date of the Most Recent Balance Sheet: (a) No Material Adverse Effect has occurred, and no Prior Event has occurred that could reasonably be expected to have a Material Adverse Effect; (b) There has been no damage, destruction or loss affecting the Property of the Seller, or any interruption in the use thereof, whether or not covered by insurance; (c) The Seller has not entered into any lease of or license for any Property from any Person, other than in the execution and delivery Ordinary Course of this Agreement and Business or pursuant to Seller Contracts listed in Schedule 2.13(a)(ii); (d) The Seller has not sold or otherwise transferred, or entered into any lease of any Property to any Person, other than in the transactions Ordinary Course of Business or pursuant to take place pursuant hereto on Seller Contracts listed in Schedule 2.13(b); (e) The Seller has not written off as uncollectible, or prior established any extraordinary reserve with respect to, any account receivable or other indebtedness to the Closing Date or Seller, except as disclosed in Section 2.08 of the Disclosure Schedule, since December 31, 1998, there set forth on Schedule 2.9(e); (f) The Seller has not been (i) established or adopted any Material Adverse Effect on the Company, Galaxy MallBenefit Plan, or IMI, (ii) paid any declaration, setting aside bonus or made any profit-sharing or similar payment of any dividend onto, or increased the amount of the wages, salary, commissions, fees, fringe benefits or other distribution (whether in cashcompensation or remuneration payable to, stock or property) in respect of any of its directors, officers, Employees or independent contractors or any other Person; (g) No Contract by which the Company's, Galaxy Mall's Seller or IMI's capital stockany Property owned or used by the Seller is or was bound, or under which the Seller has or had any purchaserights or interest, redemption has been amended or terminated; (h) The Seller has not incurred, assumed or otherwise become subject to, any Liability, other acquisition than accounts payable that are of the type that would be reflected as current Liabilities in a balance sheet prepared in accordance with GAAP and that were incurred by the Company, Galaxy Mall, or IMI of any of Galaxy Mall's or IMI's capital stock, any other securities, or any options, warrants, calls or rights to acquire any such shares or other securities except for repurchases from employees following their termination pursuant to the terms of their pre-existing stock option or purchase agreements, (iii) any split, combination or reclassification of any of the Company's, Galaxy Mall or IMI's capital stock, (iv) any granting by the Company, Galaxy Mall or IMI of any increase Seller in compensation or fringe benefits, except for normal increases of cash compensation in the ordinary course of business consistent with past practice, or any payment by the Company, Galaxy Mall or IMI of any bonus, except for bonuses made in the ordinary course of business consistent with past practice, or any granting by the Company, Galaxy Mall or IMI of any increase in severance or termination pay or any entry by the Company, Galaxy Mall or IMI into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company, Galaxy Mall or IMI of the nature contemplated hereby, (v) entry by the Company, Galaxy Mall or IMI into any licensing or other agreement with regard to the acquisition or disposition of any material Intellectual Property other than licenses, distribution agreements, advertising agreements, sponsorship agreements or merchant program agreements bona fide transactions entered into in the ordinary course Ordinary Course of business Business in amounts consistent with past practicepractices; (i) The Seller has not discharged any Encumbrance or discharged or paid any indebtedness or other Liability, other than accounts payable that (vii) any amendment are reflected as current Liabilities in the Most Recent Balance Sheet or consent with respect to any licensing agreement filed or required to be filed with the SEC, (vii) any material change have been incurred by the CompanySeller in bona fide transactions entered into in the Ordinary Course of Business in amounts that are consistent with past practice and are not material, Galaxy Malland (ii) have been discharged or paid in the Ordinary Course of Business; (j) The Seller has not forgiven any debt or otherwise released or waived any right or claim; (k) The Seller has not changed any of its methods of accounting or accounting practices in any respect; (l) The Seller has not suffered any adverse change or any threat of an adverse change in its relations with, or IMI in any loss or threat of loss of, any of its accounting methodsmaterial vendors, principles clients, customers or practicesdistributors; (m) The Seller has not failed to pay or discharge when due any Liabilities; (n) The Seller has not instituted, settled or agreed to settle any Proceeding; (o) The Seller has not granted or suffered the imposition of any Encumbrances on any of its Property, other than Permitted Encumbrances; (p) The Seller has not entered into any transaction outside the Ordinary Course of Business, except as required by concurrent changes set forth in GAAPthe Transaction Agreements; and (q) The Seller has not agreed, committed or (viii) any material revaluation by offered, in writing or otherwise, to take any of the Company, Galaxy Mall, or IMI of any of its assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable other than actions referred to in the ordinary course of businessclauses (c) through (p) above.

Absence of Changes. Except as set forth on Section 4.8 of the Parent Disclosure Schedule, between March 31, 2023 and the date of this Agreement, Parent has conducted its business only in the Ordinary Course of Business (except for the execution and delivery performance of this Agreement and the discussions, negotiations and transactions to take place pursuant hereto on or prior to the Closing Date or as disclosed in Section 2.08 of the Disclosure Schedule, since December 31, 1998, related thereto) and there has not been any (ix) any Parent Material Adverse Effect on or (y) actions to do any of the Companyfollowing: (a) declare, Galaxy Mallaccrue, set aside or pay any dividend, or IMI, (ii) make any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of any shares of its capital stock or repurchase, redeem, or otherwise reacquire any shares of its capital stock or other securities (except for shares of Parent Common Stock from terminated employees, directors or consultants of Parent in accordance with agreements in effect on the date of this Agreement providing for the repurchase of shares at no more than the purchase price thereof in connection with any termination of services to Parent or any of its Subsidiaries); (b) except as required to give effect to anything in contemplation of the Company'sClosing, Galaxy Mall's amend any of its Organizational Documents, or IMI's effect or be a party to any merger, consolidation, share exchange, business combination, recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction except, for the avoidance of doubt, the Contemplated Transactions; (c) lend money to any Person, (B) incur or guarantee any indebtedness for borrowed money or (C) make any commitment for capital stockexpenditure; (d) waive, settle or compromise any pending or threatened Legal Proceeding against Parent or any of its Subsidiaries, other than waivers, settlements or agreements (A) for an amount not in excess of $100,000 in the aggregate (excluding amounts to be paid under existing insurance policies or renewals thereof) and (B) that do not impose any material restrictions on the operations or businesses of Parent or its Subsidiaries, taken as a whole, or any purchase, redemption or other acquisition by the Company, Galaxy Mallequitable relief on, or IMI the admission of wrongdoing by Parent or any of Galaxy Mall's or IMI's capital stockits Subsidiaries; or (e) agree, any other securitiesresolve, or any options, warrants, calls or rights commit to acquire any such shares or other securities except for repurchases from employees following their termination pursuant to the terms of their pre-existing stock option or purchase agreements, (iii) any split, combination or reclassification of do any of the Company's, Galaxy Mall or IMI's capital stock, (iv) any granting by the Company, Galaxy Mall or IMI of any increase in compensation or fringe benefits, except for normal increases of cash compensation in the ordinary course of business consistent with past practice, or any payment by the Company, Galaxy Mall or IMI of any bonus, except for bonuses made in the ordinary course of business consistent with past practice, or any granting by the Company, Galaxy Mall or IMI of any increase in severance or termination pay or any entry by the Company, Galaxy Mall or IMI into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company, Galaxy Mall or IMI of the nature contemplated hereby, (v) entry by the Company, Galaxy Mall or IMI into any licensing or other agreement with regard to the acquisition or disposition of any material Intellectual Property other than licenses, distribution agreements, advertising agreements, sponsorship agreements or merchant program agreements entered into in the ordinary course of business consistent with past practice, (vi) any amendment or consent with respect to any licensing agreement filed or required to be filed with the SEC, (vii) any material change by the Company, Galaxy Mall, or IMI in its accounting methods, principles or practices, except as required by concurrent changes in GAAP, or (viii) any material revaluation by any of the Company, Galaxy Mall, or IMI of any of its assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable other than in the ordinary course of businessforegoing.

Absence of Changes. Except for the execution and delivery of this Agreement and the transactions to take place pursuant hereto on or prior to the Closing Date or as disclosed in Section 2.08 of the Disclosure Schedule, since December (a) Since August 31, 19982004, (i) the Cemex Business has been operated in the ordinary course in a manner consistent with past practice and (ii) there has not been a change, event, development or circumstance that has had or would reasonably be expected to have a Cemex Material Adverse Effect, but for purposes of this Section 7.11(a), with respect to clause (i) any of the definition of Cemex Material Adverse Effect on the Company, Galaxy Mallshall exclude any change or development involving (w) a prospective change arising out of any proposed or adopted legislation, or IMIany other proposal or enactment by any governmental, regulatory or administrative authority, (iix) general conditions applicable to the economy of the United States, including changes in interest rates, (y) conditions or effects resulting from the announcement of the existence and terms of this Agreement, or (z) conditions or factors affecting the industry in the United States in which the Cemex Business operates, taken as a whole; provided, with respect to clauses (w) or (x) above, that such change, event, development or circumstance does not affect the Cemex Business to a materially greater extent than other participants in the industry in the United States in which the Cemex Business operates generally. (b) Without limiting the foregoing, since August 31, 2004, neither Cemex nor any declarationof its Affiliates has with respect to the Cemex Business: (i) granted or committed to grant any bonus, setting aside or payment of any dividend oncommission, or other distribution (whether in cashform of incentive compensation or increased or committed to increase the compensation, stock fees or property) pension, welfare, fringe or other benefits provided or payable to or in respect of any employees of the Company'sCemex Business, Galaxy Mall's or IMI's capital stockexcept for customary bonuses and regular salary increases made in the ordinary course of business, consistent with past practices, or granted any purchaseseverance or termination pay; (ii) except in the ordinary course, redemption or other acquisition by the Company, Galaxy Mall, or IMI of written off any of Galaxy Mall's or IMI's capital stock, any other securities, or any options, warrants, calls or rights to acquire any such shares or other securities except for repurchases from employees following their termination pursuant to the terms of their pre-existing stock option or purchase agreements, accounts receivable without adequate consideration; (iii) made any split, combination material change in any method of accounting (for book or reclassification of any of the Company's, Galaxy Mall Tax purposes) or IMI's capital stock, accounting practice; (iv) any granting by the Companypurchased or otherwise acquired, Galaxy Mall or IMI sold, leased, transferred or otherwise disposed of any increase in compensation material properties or fringe benefitsmaterial assets of the Cemex Business, except for normal increases in the ordinary course of cash compensation business, consistent with past practices; (v) entered into any leases with respect to the Cemex Real Property; (vi) terminated or amended any Material Cemex Contract; (vii) entered into, terminated or amended any Contracts or other agreements with respect to intellectual property rights, except in the ordinary course of business consistent with past practice, ; (viii) suffered any material damage or any payment by material loss to the Company, Galaxy Mall or IMI of any bonus, except for bonuses made in the ordinary course of business consistent with past practice, or any granting by the Company, Galaxy Mall or IMI of any increase in severance or termination pay or any entry by the Company, Galaxy Mall or IMI into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company, Galaxy Mall or IMI assets of the nature contemplated hereby, Cemex Business; (vix) entry by the Company, Galaxy Mall permitted or IMI into any licensing or other agreement with regard to the acquisition or disposition of suffered any material Intellectual Property Lien on any Cemex Asset, other than licensesPermitted Encumbrances; (x) commenced or initiated any lawsuit, distribution agreements, advertising agreements, sponsorship agreements action or merchant program agreements entered into in the ordinary course of business consistent with past practice, (vi) any amendment or consent proceeding with respect to any licensing agreement filed the Cemex Business or required to be filed with the SEC, (vii) any material change by the Company, Galaxy Mall, or IMI in its accounting methods, principles or practicesCemex Assets, except as required by concurrent changes in GAAP, or (viii) any material revaluation by any of the Company, Galaxy Mall, or IMI of any of its assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable other than in the ordinary course of business; (xi) incurred any indebtedness, material liability or obligation (whether absolute, accrued, contingent or otherwise) with respect to the Cemex Business, except in the ordinary course of business, consistent with past practices; (xii) waived, abandoned or otherwise disposed of any material rights in or to any intangible property related to the Cemex Business; or (xiii) agreed (whether or not in writing) to do any of the foregoing.

Absence of Changes. Except for Since December 31, 1995, and except as otherwise disclosed on SCHEDULE 2.11, each PCA-Sub has conducted its respective business in the execution ordinary and delivery of this Agreement usual course consistent with past practices, so as to maintain and the transactions to take place pursuant hereto on or prior preserve intact its properties, businesses, and other assets including, but not limited to the Closing Date goodwill of customers, subscribers, health care providers and others having relations with such PCA-Sub, and there has not been any adverse change in the business or as disclosed in Section 2.08 condition, operations, properties, assets, or (to the best of the Disclosure Scheduleknowledge of Seller or any of the PCA-Subs) the prospects, financial or otherwise, or in the results of operations of any PCA-Sub, and to the best of the knowledge of Seller or any of the PCA-Subs, no event has occurred or circumstance exists that may result in such a adverse change. Except as set forth on SCHEDULE 2.11, since December 31, 19981995, the PCA-Subs have conducted their businesses only in the ordinary course of business and there has not been been: (ia) any Material Adverse Effect cancellation or waiver of any claims or rights with a value to any PCA-Sub in excess of $2,500; (b) any satisfaction or discharge of any lien, claim or encumbrance or payment of any obligation by any PCA-Sub, except in the ordinary course of business consistent with past practices; (c) any material default (including, without limitation, any event that would by giving of notice or the passage of time or both would constitute such a default), termination or threatened termination under or amendment to any agreement, arrangement, contract, lease or license of any PCA-Sub or any other contract or agreement relating to any PCA-Sub; (d) any change in the compensation arrangement or agreement with any employee (including, without limitation, any increase in the rate of wages, salaries, bonuses or other remuneration of any employee of any PCA-Sub) or subscribers, except in the ordinary course of business and consistent with the ordinary cycles of employee review and past practices; (e) any sale, lease or other disposition of any asset or property of any PCA-Sub or mortgage, pledge or imposition of any lien or other encumbrance on any asset or property of any PCA-Sub, other than in the Companyordinary course of business, Galaxy Mallconsistent with past practices; (f) any adverse change in the relations with the employees or independent contractors of any PCA-Sub; (g) any adoption of or increase in the payments to or benefits under any profit-sharing, bonus, deferred compensation, savings, insurance, pension, retirement or IMI, other employee benefit plan for or with any employees of any PCA- Sub; (iih) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of any of the Company's, Galaxy Mall's or IMI's capital stock, stock of any PCA-Sub or any purchasedirect or indirect redemption, redemption purchase or other acquisition by the Company, Galaxy Mall, or IMI of any of Galaxy Mall's or IMI's capital stock, any other securities, such stock or any optionsoption, warrants, calls warrant or rights other right to purchase or acquire any such shares or other securities except for repurchases from employees following their termination pursuant to the terms of their pre-existing stock option or purchase agreements, stock; (iiii) any split, combination capital expenditure or reclassification of any of the Company's, Galaxy Mall or IMI's capital stock, (iv) any granting by the Company, Galaxy Mall or IMI of any increase in compensation or fringe benefitscommitment therefore, except for normal increases of cash compensation in the ordinary course of business consistent with past practicepractices; (j) any incurrence of indebtedness or guaranty of indebtedness, liability or obligation by any payment by the Company, Galaxy Mall or IMI of any bonusPCA-Sub, except for bonuses made obligations incurred in the ordinary course of business consistent with past practicepractices; (k) any damage to or destruction or loss of any asset or property of any PCA-Sub, whether or not covered by insurance, adversely affecting the properties, assets, business, financial condition or, to the best of the knowledge of Seller or any of the PCA-Subs, the prospects of such PCA-Sub; (l) any entry into or termination of (i) any licensed dealer or sales representative joint venture, credit or similar agreement or (ii) any contract or transaction involving a total remaining commitment by or to any PCA-Sub of at least $2,500; (m) any change in the method of accounting or auditing practices used by any PCA-Sub; (n) any write-off as uncollectible of any notes or accounts receivable in excess of $2,500, except write-offs in the ordinary course of business charged to applicable reserves consistent with past practices; (o) any business conducted by any PCA-Sub, or any granting by the Company, Galaxy Mall or IMI of any increase in severance or termination pay or any entry by the Company, Galaxy Mall or IMI into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company, Galaxy Mall or IMI of the nature contemplated hereby, (v) entry by the Company, Galaxy Mall or IMI into any licensing or other agreement with regard to the acquisition or disposition of any material Intellectual Property other than licenses, distribution agreements, advertising agreements, sponsorship agreements or merchant program agreements entered into by any PCA-Sub, except in the ordinary course of business consistent with past practice, practices; or (vip) any amendment agreement or consent with respect commitment by Seller or any PCA-Sub to any licensing agreement filed or required to be filed with the SEC, (vii) any material change by the Company, Galaxy Mall, or IMI in its accounting methods, principles or practices, except as required by concurrent changes in GAAP, or (viii) any material revaluation by do any of the Company, Galaxy Mall, or IMI of any of its assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable other than things described in the ordinary course of businessthis Section 2.11.

Absence of Changes. Except for the execution as contemplated, disclosed and/or permitted in this Agreement, and delivery of this Agreement and the transactions to take place pursuant hereto on or prior to the Closing Date or as disclosed in Section 2.08 of the Disclosure Schedule, since December 31, 1998, there has not been (i) any Material Adverse Effect on the Company, Galaxy Mall, or IMI, (ii) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of any of the Company's, Galaxy Mall's or IMI's capital stock, or any purchase, redemption or other acquisition by the Company, Galaxy Mall, or IMI of any of Galaxy Mall's or IMI's capital stock, any other securities, or any options, warrants, calls or rights to acquire any such shares or other securities except for repurchases from employees following their termination pursuant to the terms of their pre-existing stock option or purchase agreements, (iii) any split, combination or reclassification of any of the Company's, Galaxy Mall or IMI's capital stock, (iv) any granting by the Company, Galaxy Mall or IMI of any increase in compensation or fringe benefits, except for normal increases of cash compensation in the ordinary course Ordinary Course of business Business and consistent with past practice, as from the date hereof and until the closing of the Transaction, Seller irrevocably agree to observe the covenants indicated below: (i) not to trade, sell, exchange, gift, contribute or dispose by any manner whatsoever the Seller's Shares, neither acquire new Vivax's or NET's shares; (ii) promptly notify NET of any material adverse change - which may be of its knowledge - in the financial condition, results of operations, business, assets, properties of Vivax or BTVC or any payment by the Companyevent likely to result in such material change; (iii) not vote to approve or permit any amendment, Galaxy Mall supplement, waiver or IMI modification to or of any bonusof Vivax's or BTVC 's organizational documents that would be expected, individually or in the aggregate, to result in any adverse change in Vivax's or BTVC’s financial condition, results of operations, business, assets, properties or any event likely to result in such material change; (iv) not vote to approve any of the following acts with respect to Vivax or BTVC: (a) granting to any of its managers raises or compensation, except for bonuses made in the ordinary course Ordinary Course of business Business and consistent with past practice, practices; or any granting by the Company, Galaxy Mall or IMI if part of a standard package of remuneration of any increase in severance individual that may be hired or termination pay promoted or if required by law, and (b) execution of any entry by the Company, Galaxy Mall employment agreement or IMI into any currently effective employment, severance, termination compensation or indemnification agreement or by virtue of dismissal with any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company, Galaxy Mall or IMI of the nature contemplated hereby, its executive officers; and (v) entry by to assist Vivax regarding all necessary steps to release any liens and encumbrances on the Company, Galaxy Mall or IMI into any licensing or other agreement with regard Seller's Shares and for this purpose to take all necessary steps to effect the acquisition or disposition of any material Intellectual Property other than licenses, distribution agreements, advertising agreements, sponsorship agreements or merchant program agreements entered into in the ordinary course of business consistent with past practice, (vi) any amendment or consent with respect to any licensing agreement filed or required to be filed with the SEC, (vii) any material change by the Company, Galaxy Mall, or IMI in its accounting methods, principles or practices, except as required by concurrent changes in GAAP, or (viii) any material revaluation by any prepayment of the CompanyDebentures no later than 55 (fifty five) days following execution of this Agreement. Provided that NET is able to reduce the period between the date hereof until the Closing Date to 50 (fifty) days and sends the notification mentioned in Section 4.1 above, Galaxy Mall, or IMI of any of its assets, including, without limitation, writing down HUT will reduce the value of capitalized inventory or writing off notes or accounts receivable other than in the ordinary course of business55 (fifty) days term set forth herein to 45 (forty five) days.

Absence of Changes. Except as set forth on Schedule 3.8 and except for the execution losses reflected on the Financial Statements, the results of operations of PCA, NAPP and delivery the Marketing Companies for the periods ended September 30, 1997, December 31, 1997, March 31, 1998, and June 30, 1998, reflect no material adverse change in the financial condition or the results of operations of such parties from preceding periods. Except as set forth on Schedule 3.8 and except for the losses reflected on the Financial Statements, and excluding the transactions contemplated by this Agreement and the transactions Transaction Documents, since September 30, 1997, there has not been, occurred or arisen any change in, or any event (including, without limitation, any damage, destruction or loss, whether or not covered by insurance), condition or state of facts of any character that, individually or in the aggregate, has, or might reasonably be expected to take place pursuant hereto on materially and adversely affect, PCA, NAPP or prior to the Closing Date or as disclosed in Section 2.08 either of the Disclosure ScheduleMarketing Companies or the Purchased Assets. Without limiting the generality of the foregoing, except as set forth on Schedule 3.8, since December 31September 30, 19981997, there has not been (iany: a) any Material Adverse Effect on the CompanyTransaction by PCA, Galaxy Mall, NAPP or IMI, (ii) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of any either of the Company's, Galaxy Mall's or IMI's capital stock, or any purchase, redemption or other acquisition by the Company, Galaxy Mall, or IMI of any of Galaxy Mall's or IMI's capital stock, any other securities, or any options, warrants, calls or rights to acquire any such shares or other securities Marketing Companies except for repurchases from employees following their termination pursuant to the terms of their pre-existing stock option or purchase agreements, (iii) any split, combination or reclassification of any of the Company's, Galaxy Mall or IMI's capital stock, (iv) any granting by the Company, Galaxy Mall or IMI of any increase in compensation or fringe benefits, except for normal increases of cash compensation in the ordinary course of business consistent with past practicepractices; b) Amendment by PCA or NAPP of its Articles of Incorporation or Bylaws; c) Change in accounting methods or practices (including, without limitation, any change in depreciation or any payment amortization policies or rates) by PCA, NAPP or either of the Company, Galaxy Mall Marketing Companies; d) Sale or IMI transfer of any bonusasset of PCA or NAPP, except for bonuses made in the ordinary course of business consistent with past practice, practices; e) Amendment or any granting by the Company, Galaxy Mall or IMI termination of any increase in severance or termination pay or any entry by the Companycontract, Galaxy Mall or IMI into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of license to which are contingent PCA, NAPP or the terms of which are materially altered upon the occurrence of a transaction involving the Company, Galaxy Mall or IMI either of the nature contemplated herebyMarketing Companies is a party (including the Contracts), (v) entry by the Company, Galaxy Mall or IMI into any licensing or other agreement with regard to the acquisition or disposition of any material Intellectual Property other than licenses, distribution agreements, advertising agreements, sponsorship agreements or merchant program agreements entered into except in the ordinary course of business consistent with past practice, (vipractices; f) Encumbrance created or imposed on any amendment asset of PCA or consent with respect to any licensing agreement filed or required to be filed with the SEC, (vii) any material change by the Company, Galaxy MallNAPP, or IMI in its accounting methodson any Purchased Asset; g) Waiver or release of any right or claim of PCA, principles NAPP or practiceseither of the Marketing Companies, except as required by concurrent changes in GAAP, or (viii) any material revaluation by any of the Company, Galaxy Mall, or IMI of any of its assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable other than in the ordinary course of business consistent with past practices; h) Issuance, sale or redemption by either PCA or NAPP of any shares of its capital stock, or the declaration, set aside or payment by either PCA or NAPP of any dividend or other distribution in respect of its capital stock; i) Change in (A) the compensation or benefits payable or to become payable by PCA, NAPP or either of the Marketing Companies to any officer, employee, sales agent or representative under any bonus or pension plan or other contract or commitment such that after such change the compensation and benefits, taken together, of such officer, employee, sales agent or representative exceeds $100,000, or (B) any employment or compensation agreement to which PCA, NAPP or either of the Marketing Companies are parties or by which they may be bound; j) Agreement by PCA, NAPP or either of the Marketing Companies to do any of the things described in the preceding clauses (a) through (i); or k) Other event or condition of any character that has, or might reasonably be expected to have, a material and adverse effect on the financial condition, business, assets or prospects of any of PCA, NAPP or either of the Marketing Companies (including the Purchased Assets).

Absence of Changes. Except for the execution and delivery of this Agreement and the transactions to take place pursuant hereto on or prior to the Closing Date or as disclosed in Section 2.08 of the Disclosure Schedule, since Since December 31, 19982001: (a) there has been no damage to, destruction of or loss of physical property (whether or not covered by insurance) resulting in a Material Adverse Effect; (b) neither the Seller nor any of its Subsidiaries has declared or paid any dividend or made any distribution on its stock, or issued, offered, redeemed, purchased or otherwise acquired any of its capital stock; (c) there has been no resignation or termination of employment of any key officer or employee of the Seller or its Subsidiaries that has resulted in a Material Adverse Effect (it being noted that Lawrence L. Epstein ceased to be employed by the Seller effective Ocxxxxx 00, 0000, xxxch has not resulted in a Material Adverse Effect), and each of the Seller and its Subsidiaries does not know of any impending resignation or termination of employment of any such officer or employee that, if consummated, would have a Material Adverse Effect; (d) there has been no change, except in the ordinary course of business, in the material contingent obligations of the Seller or its Subsidiaries (or in any contingent obligation of the Seller or its Subsidiaries regarding any director, shareholder or key employee or officer of the Seller or its Subsidiaries) by way of guaranty, endorsement, indemnity, warranty or otherwise; (e) there have been no loans made by the Seller or its Subsidiaries to any of its employees, officers or directors other than travel advances and other advances made in the ordinary course of business; (f) there has been no waiver by the Seller or the Subsidiaries of a valuable right or of a material debt owing to it; and (g) there has not been (i) any Material Adverse Effect on the Companysatisfaction or discharge of any lien, Galaxy Mall, claims or IMI, (ii) encumbrance or any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of any of the Company's, Galaxy Mall's or IMI's capital stock, or any purchase, redemption or other acquisition obligation by the Company, Galaxy Mall, Seller or IMI of any of Galaxy Mall's or IMI's capital stock, any other securities, or any options, warrants, calls or rights to acquire any such shares or other securities except for repurchases from employees following their termination pursuant to the terms of their pre-existing stock option or purchase agreements, (iii) any split, combination or reclassification of any of the Company's, Galaxy Mall or IMI's capital stock, (iv) any granting by the Company, Galaxy Mall or IMI of any increase in compensation or fringe benefitsits Subsidiaries, except for normal increases of cash compensation in the ordinary course of business consistent with past practice, or any payment by the Company, Galaxy Mall or IMI of any bonus, except for bonuses made and which has not resulted in the ordinary course of business consistent with past practice, or any granting by the Company, Galaxy Mall or IMI of any increase in severance or termination pay or any entry by the Company, Galaxy Mall or IMI into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company, Galaxy Mall or IMI of the nature contemplated hereby, (v) entry by the Company, Galaxy Mall or IMI into any licensing or other agreement with regard to the acquisition or disposition of any material Intellectual Property other than licenses, distribution agreements, advertising agreements, sponsorship agreements or merchant program agreements entered into in the ordinary course of business consistent with past practice, (vi) any amendment or consent with respect to any licensing agreement filed or required to be filed with the SEC, (vii) any material change by the Company, Galaxy Mall, or IMI in its accounting methods, principles or practices, except as required by concurrent changes in GAAP, or (viii) any material revaluation by any of the Company, Galaxy Mall, or IMI of any of its assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable other than in the ordinary course of businessMaterial Adverse Effect.

Absence of Changes. Except for the execution and delivery of this Agreement and the transactions to take place pursuant hereto on or prior to the Closing Date or as disclosed in Section 2.08 of the Disclosure Schedule, since December Since October 31, 19982010 (i) the Seller has conducted the Acquired Business in the Ordinary Course of Business, (ii) there has not been any material adverse change in, and no event has occurred that could reasonably be expected to have a material adverse effect on, the Acquired Business; (iiii) there has not been any Material Adverse Effect on the Companymaterial loss, Galaxy Malldamage or destruction to, or IMIany interruption in the use of, (ii) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of any of the Company's, Galaxy Mall's Acquired Assets (whether or IMI's capital stock, or any purchase, redemption or other acquisition not covered by the Company, Galaxy Mall, or IMI of any of Galaxy Mall's or IMI's capital stock, any other securities, or any options, warrants, calls or rights to acquire any such shares or other securities except for repurchases from employees following their termination pursuant to the terms of their pre-existing stock option or purchase agreements, (iii) any split, combination or reclassification of any of the Company's, Galaxy Mall or IMI's capital stock, insurance); and (iv) Seller has not: (a) sold or otherwise transferred, or leased or licensed, any granting by the Company, Galaxy Mall or IMI of any increase in compensation or fringe benefits, except for normal increases of cash compensation material assets used in the ordinary course of business consistent with past practice, or any payment by the Company, Galaxy Mall or IMI of any bonus, except for bonuses made in the ordinary course of business consistent with past practice, or any granting by the Company, Galaxy Mall or IMI of any increase in severance or termination pay or any entry by the Company, Galaxy Mall or IMI into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company, Galaxy Mall or IMI of the nature contemplated hereby, (v) entry by the Company, Galaxy Mall or IMI into any licensing or other agreement with regard to the acquisition or disposition of any material Intellectual Property other than licenses, distribution agreements, advertising agreements, sponsorship agreements or merchant program agreements entered into in the ordinary course of business consistent with past practice, (vi) any amendment or consent with respect Acquired Business to any licensing agreement filed or required to be filed with the SEC, (vii) any material change by the Company, Galaxy Mall, or IMI in its accounting methods, principles or practices, except as required by concurrent changes in GAAP, or (viii) any material revaluation by any of the Company, Galaxy Mall, or IMI of any of its assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable other Person other than in the ordinary course Ordinary Course of businessBusiness; (b) except as set forth in the Balance Sheet, written off as uncollectible, or established any extraordinary reserve with respect to, any account receivable or other Indebtedness included in the Acquired Assets; (c) amended or terminated any Acquired Business Contract; (d) caused any of the Acquired Assets to become subject to any Encumbrance other than Permitted Encumbrances; (e) purchased or otherwise acquired from any other Person any material asset for use in the Acquired Business, except for supplies acquired in the Ordinary Course of Business; (f) forgiven any debt or otherwise released or waived any material right or claim related to the Acquired Business; (g) changed any of its methods of accounting or accounting practices in any material respect with respect to the Acquired Business; (h) entered into any transaction or taken any other action, in each case related to the Acquired Business, outside the Ordinary Course of Business; and (i) except for the Transactions contemplated hereby, agreed, committed or offered (in writing or otherwise) to take any of the actions referred to in clauses “(a)” through “(h)” above.

Absence of Changes. (a) Except for as otherwise disclosed in Schedule 3.5 or in the execution and delivery of this Agreement and the transactions to take place pursuant hereto on or prior to the Closing Date Commission Filings or as disclosed in Section 2.08 of the Disclosure Schedulecontemplated by this Agreement, since December 31July 1, 19982000, (i) the Business has been conducted in all material respects in the ordinary course consistent with past practice and (ii) there has not been been, and no fact or condition exists which would have, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, other than seasonal changes, changes relating to the economy in general or changes relating to the industry in which the Business operates in general. (b) Without limiting the generality of Section 3.5(a), since July 1, 2000, with respect to the Business, except as otherwise disclosed in Schedule 3.5 or as contemplated by this Agreement, Eagle has not: (i) failed to pay any Material Adverse Effect on creditor any amount owed to such creditor when due (after the Companyexpiration of applicable grace periods) arising from the operation of the Business, Galaxy Mall, other than in the ordinary course of business consistent with past practice or IMI, amounts being contested in good faith and for which adequate reserves have been provided; (ii) any declaration, setting aside sold or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of otherwise transferred any of the Company's, Galaxy Mall's or IMI's capital stock, or any purchase, redemption or other acquisition by assets of the Company, Galaxy Mall, or IMI of any of Galaxy Mall's or IMI's capital stock, any other securities, or any options, warrants, calls or rights to acquire any such shares or other securities except for repurchases from employees following their termination pursuant Business material to the terms of their pre-existing stock option Business or purchase agreementscancelled any debts or claims material to the Business or waived any rights material to the Business, (iii) any splitexcept, combination or reclassification of any of the Company's, Galaxy Mall or IMI's capital stock, (iv) any granting by the Company, Galaxy Mall or IMI of any increase in compensation or fringe benefits, except for normal increases of cash compensation each case described in this clause in the ordinary course of business consistent with past practice; (iii) disposed of any material patents, trademarks or copyrights or any patent, trademark, or copyright applications used principally in the operations of the Business; (iv) defaulted on any payment by material obligation relating to the Company, Galaxy Mall or IMI operations of the Business; (v) written down the value of any bonus, Inventory specifically relating to the Business except for bonuses made in the ordinary course of business consistent with past practice, or any granting by the Company, Galaxy Mall or IMI of any increase in severance or termination pay or any entry by the Company, Galaxy Mall or IMI into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company, Galaxy Mall or IMI of the nature contemplated hereby, (v) entry by the Company, Galaxy Mall or IMI into any licensing or other agreement with regard to the acquisition or disposition of any material Intellectual Property other than licenses, distribution agreements, advertising agreements, sponsorship agreements or merchant program agreements entered into in the ordinary course of business consistent with past practice, ; (vi) made any amendment material change, or consent with respect announced any material change, in the terms, including, but not limited to, price, payment terms or off-invoice allowances and discounts, of the sale of any product (or component thereof) or services relating to the Business; or made any licensing agreement filed change, or required announcement of any change, in the form or manner of distribution of any product (or component thereof) relating to be filed with the SEC, Business; (vii) experienced any shortage or difficulty in obtaining any raw material change required by the Company, Galaxy Mall, or IMI in its accounting methods, principles or practices, except as required by concurrent changes in GAAP, or (viii) any material revaluation by any of the Company, Galaxy Mall, or IMI of any of its assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable Business other than in the ordinary course of business; (viii) made any change in the accounting methods or practices of the Business with respect to its condition, operations, business, properties, assets or liabilities; or (ix) entered into any agreement or made any commitment to do any of the foregoing.

Absence of Changes. Except for (a) Since the execution and delivery of this Agreement and the transactions to take place pursuant hereto on or prior to the Closing Date or as disclosed in Section 2.08 of the Disclosure Schedule, since December 31, 1998, there has not been Company Balance Sheet Date, (i) none of the Acquired Corporations has made any Material Adverse Effect on the Company, Galaxy Mall, or IMI, (ii) any declaration, setting aside material changes in its pricing polices or payment of or credit practices or failed to pay any dividend on, creditor any material amount owed to such creditor when due or granted any extensions or credit other distribution (whether in cash, stock or property) in respect of any of the Company's, Galaxy Mall's or IMI's capital stock, or any purchase, redemption or other acquisition by the Company, Galaxy Mall, or IMI of any of Galaxy Mall's or IMI's capital stock, any other securities, or any options, warrants, calls or rights to acquire any such shares or other securities except for repurchases from employees following their termination pursuant to the terms of their pre-existing stock option or purchase agreements, (iii) any split, combination or reclassification of any of the Company's, Galaxy Mall or IMI's capital stock, (iv) any granting by the Company, Galaxy Mall or IMI of any increase in compensation or fringe benefits, except for normal increases of cash compensation than in the ordinary course of business consistent with past prior practice; (ii) none of the Acquired Corporations has terminated or closed any material facility, business or operation; (iii) none of the Acquired Corporations has written up or written down any of its material assets; and (iv) there has been no material loss, destruction or damage to any item of property of the Acquired Corporations, whether or not insured. (b) Except as set forth in Schedule 2.5(b) of the Company Disclosure Letter, since the Company Balance Sheet Date and through the date of this Agreement: (i) there has not been any event that has had a Material Adverse Effect on the Acquired Corporations, and no fact, event, circumstance or condition exists or has occurred that could reasonably be expected to have a Material Adverse Effect on the Acquired Corporations; (ii) each of the Acquired Corporations has operated its respective business in the ordinary course consistent with prior practice; (iii) none of the Acquired Corporations has (A) declared, accrued, set aside or paid any dividend or made any other distribution in respect of any shares of capital stock; (B) repurchased, redeemed or otherwise reacquired any shares of capital stock or other securities; (C) made any capital expenditure which, when added to all other capital expenditures made on behalf of the Acquired Corporations since the Company Balance Sheet Date, exceeds $350,000, in the aggregate; (D) made any material Tax election; (E) settled any Legal Proceedings involving amounts in excess of $25,000; or (F) entered into or consummated any transactions with any affiliate; (iv) none of the Acquired Corporations has (A) sold or otherwise disposed of, or acquired, leased, licensed, waived or relinquished any payment by material right or other material asset to, from or for the Companybenefit of, Galaxy Mall or IMI of any bonus, other Person except for bonuses made rights or other assets sold, disposed of, acquired, leased, licensed, waived or relinquished in the ordinary course of business consistent with past prior practice; (B) mortgaged, pledged or subjected to any granting by the CompanyEncumbrance any of their respective property, Galaxy Mall business or IMI assets; (C) entered into or amended any lease of real property (whether as lessor or lessee); or (D) canceled or compromised any increase in severance debt or termination pay or any entry by the Company, Galaxy Mall or IMI into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company, Galaxy Mall or IMI of the nature contemplated hereby, (v) entry by the Company, Galaxy Mall or IMI into any licensing or other agreement with regard to the acquisition or disposition of any material Intellectual Property claim other than licenses, distribution agreements, advertising agreements, sponsorship agreements or merchant program agreements entered into accounts receivable in the ordinary course of business consistent with past prior practice; (v) except for the anticipated acceleration of vesting of outstanding Company Options as described in Section 2.3(b) and Schedule 2.3(b) of the Company Disclosure Letter, none of the Acquired Corporations has (A) amended or waived any of its material rights under, or permitted the acceleration of vesting under any provision of any agreement or Company Stock Option Plan evidencing any outstanding Company Option; (B) caused or permitted any Company Employee Plan to be amended in any material respect; or (C) paid any bonus or made any profit-sharing or similar payment to, or materially increased the amount of the wages, salary, commissions, fringe benefits or other compensation or remuneration payable to, any of its directors, officers or consultants; (vi) there has been no material labor dispute (including any amendment work slowdown, stoppage or consent with respect to any licensing agreement filed or required to be filed with strike) involving the SEC, Acquired Corporations; (vii) none of the Acquired Corporations has made any material change by the Company, Galaxy Mall, or IMI in its methods of accounting methods, principles or accounting practices, except as required by concurrent changes in GAAP, or ; (viii) none of the Acquired Corporations has made any material revaluation by loan, advance or capital contributions to, or any other investment in, any Person; (ix) none of the Acquired Corporations has terminated or amended, or suffered a termination of, any Company Material Contract; (x) none of the Acquired Corporations has entered into any contractual obligation to do any of the Company, Galaxy Mall, or IMI of things referred to elsewhere in this Section 2.5; and (xi) there has been no material development in any of its assets, including, without limitation, writing down Legal Proceeding described in a Company SEC Document that has not been disclosed under the value of capitalized inventory or writing off notes or accounts receivable other than caption "Legal Proceedings" in the ordinary course of business.Company 10-K.

Absence of Changes. Except for the execution and delivery of this Agreement and the transactions to take place pursuant hereto on or prior to the Closing Date or as disclosed in Section 2.08 of the Disclosure Schedule, since Since December 31, 1998, 2005 (the "SMM BALANCE SHEET DATE") there has not been (i) any occurrence or event which, individually or in the aggregate, could be reasonably expected to have a Material Adverse Effect on SMM. Since the CompanySMM Balance Sheet Date, Galaxy MallSMM has operated its business in the ordinary course of business consistent with past practice. In addition, without limiting the generality of the foregoing, except as set forth on SCHEDULE 6.16, since the SMM Balance Sheet Date: (a) SMM has not entered into any contract in connection with any transaction involving a proposal to acquire substantially all of the assets or stock of SMM except this Agreement; (b) SMM has not entered into any material strategic alliance, joint development, or IMIjoint marketing contract; (c) There has not been any material amendment or other modification (or agreement to do so), or violation of the terms of, any of the SMM Contracts set forth or described in the SCHEDULE 6.11; (iid) SMM has not entered into any declarationtransaction with any officer, setting director, stockholder, affiliate, or associate of SMM; (e) No Litigation has been commenced or, to the knowledge of SMM, threatened by or against SMM; (f) SMM has not declared or set aside or payment of paid any dividend on, dividends on or made any other distribution distributions (whether in cash, stock or property) in respect of any of the Company's, Galaxy Mall's or IMI's capital stockSMM Common Stock, or any purchase, redemption effected or other acquisition by the Company, Galaxy Mall, or IMI of any of Galaxy Mall's or IMI's capital stock, any other securities, or any options, warrants, calls or rights to acquire any such shares or other securities except for repurchases from employees following their termination pursuant to the terms of their pre-existing stock option or purchase agreements, (iii) approved any split, combination or reclassification of any of SMM Common Stock or issued or authorized the Company's, Galaxy Mall or IMI's capital stock, (iv) any granting by the Company, Galaxy Mall or IMI issuance of any increase other securities in compensation respect of, in lieu of or fringe benefitsin substitution for shares of SMM Common Stock; (g) There has not been any amendment to SMM's articles of incorporation or bylaws; (h) SMM has not made, except for normal increases or agreed to make, payment, discharge, satisfaction, in an amount in excess of cash compensation $25,000, in any one case, or $50,000 in the aggregate, of any Claim, Liability or obligation (whether absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment discharge or satisfaction of Liabilities in the ordinary course of business consistent with past practicepractices; (i) SMM has not incurred any indebtedness or guaranteed any indebtedness, issued or sold any debt securities of SMM, or guaranteed any payment by the Companydebt securities of others; (j) SMM has not granted, Galaxy Mall or IMI of agreed to grant, any bonus, except for bonuses made in the ordinary course of business consistent with past practice, or any granting by the Company, Galaxy Mall or IMI of any increase in severance or termination pay to any director, officer, employee or any entry by consultant, except payments made pursuant to written contracts outstanding on the Companydate hereof, Galaxy Mall or IMI into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits which are set forth on SCHEDULE 6.11 and copies of which are contingent have been delivered to Z-Axis; (k) SMM has not paid or approved the terms of which are materially altered upon the occurrence of a transaction involving the Company, Galaxy Mall or IMI of the nature contemplated hereby, (v) entry by the Company, Galaxy Mall or IMI into any licensing or other agreement with regard to the acquisition or disposition payment of any material Intellectual Property other than licenses, distribution agreements, advertising agreements, sponsorship agreements or merchant program agreements entered into in the ordinary course of business consistent with past practice, (vi) any amendment or consent with respect consideration to any licensing agreement filed current or required to be filed with the SECformer officer, (vii) any material change by the Companydirector, Galaxy Mallstockholder, employee, independent contractor or IMI in its accounting methods, principles or practices, except as required by concurrent changes in GAAP, or (viii) any material revaluation by any consultant of the Company, Galaxy Mall, or IMI of any of its assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable other than in SMM outside the ordinary course of business; (l) SMM has not made or changed any material election in respect of Taxes, adopted or changed any accounting method in respect of Taxes, entered into any Tax allocation, sharing, indemnity or settlement agreement or compromise of any Claim or assessment in respect of Taxes, or consented to any extension or waiver of the limitation period applicable to any Claim or assessment in respect of Taxes with any Governmental Authority or otherwise; and (m) SMM has not entered into or approved any contract, arrangement or understanding or acquiesced in respect of any arrangement or understanding, to do, engage in, or cause or having the effect of any of the foregoing.

Absence of Changes. Except for the execution and delivery of this Agreement and the transactions to take place pursuant hereto on or prior to the Closing Date or as disclosed set forth in Section 2.08 3.9 of the Seller Disclosure Schedule, since December 31the Balance Sheet Date, 1998, there has not Seller and the Division have been (i) any Material Adverse Effect on the Company, Galaxy Mall, or IMI, (ii) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of any of the Company's, Galaxy Mall's or IMI's capital stock, or any purchase, redemption or other acquisition by the Company, Galaxy Mall, or IMI of any of Galaxy Mall's or IMI's capital stock, any other securities, or any options, warrants, calls or rights to acquire any such shares or other securities except for repurchases from employees following their termination pursuant to the terms of their pre-existing stock option or purchase agreements, (iii) any split, combination or reclassification of any of the Company's, Galaxy Mall or IMI's capital stock, (iv) any granting by the Company, Galaxy Mall or IMI of any increase in compensation or fringe benefits, except for normal increases of cash compensation operated in the ordinary course of business consistent with past practicepractice and there has not been any material adverse change, or any payment event or development which, individually or together with other such events or developments, could reasonably be expected to result in a material adverse change, in the Business or Condition of the Division or the Purchased Assets. None of the other representations or warranties set forth in this Agreement shall be deemed to limit the foregoing. In addition, without limiting the foregoing, except as disclosed in Section 3.9 of the Seller Disclosure Schedule, there has not occurred since the Balance Sheet Date: (a) any amendment or change to the Certificate of Incorporation of Seller (except as disclosed in the certificate to be supplied to Purchaser pursuant to Section 6.2 of this Agreement) or its by-laws which could have a material adverse effect on the ability of Seller to consummate the transactions contemplated hereby and by the Company, Galaxy Mall Operative Agreements to which it is a party or IMI on the Business and Condition of the Division; (b) any change in or incurrence of any bonus, except for bonuses made Liability of Seller or any Subsidiary other than in the ordinary course of business consistent with past practicepractices which could have a material adverse effect on the Business or Condition of the Division; (c) any physical damage, destruction or other casualty loss (whether or not covered by insurance) affecting any of the Purchased Assets or the Business; (d) any write-off or write-down of or any determination to write off or write down any of the Purchased Assets; (e) any sale, license or other disposition of, or any granting by the Company, Galaxy Mall or IMI of any increase in severance or termination pay or any entry by the Company, Galaxy Mall or IMI into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence incurrence of a transaction involving the Company, Galaxy Mall or IMI of the nature contemplated hereby, Lien (v) entry by the Company, Galaxy Mall or IMI into any licensing or other agreement with regard to the acquisition or disposition of any material Intellectual Property other than licensesa Permitted Lien) on, distribution agreementsany Purchased Assets, advertising agreements, sponsorship agreements or merchant program agreements entered into other than in the ordinary course of business consistent with past practice, practice and the terms of this Agreement and the Operative Agreements; (vif) any amendment entering into, amendment, modification, termination (partial or complete) or granting of a waiver under or giving any consent with respect to (i) any licensing agreement filed active Contract which is required (or required had it been in effect on the date hereof would have been required) to be filed with disclosed in the SECSeller Disclosure Schedule pursuant to Section 3.18, (viiii) any material change Permit held by Seller pertaining or relating to the CompanyDivision, Galaxy Mall, its Business or IMI in its accounting methods, principles or practices, except as required by concurrent changes in GAAPthe Purchased Assets, or (viiiiii) any material revaluation Intellectual Property owned, held or used by Seller in connection with the Business or the Purchased Assets; (g) any capital expenditures or commitments for additions to property, plant, equipment or Intellectual Property of the CompanyDivision exceeding $1,000; (h) any commencement or termination by the Division of any line of business; (i) any transaction by Seller pertaining or relating to the Division, Galaxy Mallits Business or the Purchased Assets with any officer, director, stockholder (including any Seller), Affiliate or Associate of Seller, other than pursuant to any Contract in effect on the date of the Balance Sheet and disclosed to Purchaser pursuant to Section 3.18 of the Seller Disclosure Schedule or other than pursuant to any contract of employment listed pursuant to Section 3.18 of the Seller Disclosure Schedule; (j) the commencement or notice or threat of commencement of any lawsuit or proceedings against, or IMI investigation of, Seller or the Employees which could have a material adverse effect on the Business and Condition of the Division or Purchaser's ability to retain any Employee; (k) any notice of any claim of its assetsownership by a third party of the Intellectual Property included in the Purchased Assets or notice of infringement by Seller or the Employees of any third party's Intellectual Property rights; (l) any change in pricing or royalties set or charged by Seller with respect to the Division's products or services to clients, includingcustomers or licensees or in pricing or royalties set or charged by Persons who have licensed Intellectual Property or sold products or services to Seller for use by the Division or in connection with the Business; (m) any change in the accounting methods or procedures of Seller; (n) any other material transaction involving or development affecting the Division, without limitation, writing down Purchased Assets or the value of capitalized inventory or writing off notes or accounts receivable other than in Business outside the ordinary course of businessbusiness consistent with past practice; (o) any capital investment by the Seller pertaining or relating to the Division or the Business in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions) either involving more than $1,000 or outside the ordinary course of business consistent with past practice (p) any issuance of any note, bond, or other debt security or created, incurred, assumed, or guarantee of any Indebtedness by the Seller pertaining or relating to the Division or the Business involving more than $20,000; (q) any delay or postponement by the Division of the payment of accounts payable and other Liabilities outside the ordinary course of business consistent with past practice; (r) any grant of any license or sublicense of any rights under or with respect to the Division's or the Business' Intellectual Property outside the ordinary course of business consistent with past practice; or (s) any entering into of an agreement to do or engage in any of the foregoing, including without limitation with respect to any Business Combination not otherwise restricted by the foregoing paragraphs.

Absence of Changes. Except for the execution and delivery of this Agreement and the transactions to take place pursuant hereto on or prior to the Closing Date or as disclosed set forth in Section 2.08 of the Disclosure ScheduleSchedule 4.11, since December 31, 1998the Roll-Forward Balance Sheet Date, there has not been any transaction or occurrence in which Seller, in connection with the NCOP Facilities and Purchased Assets has: (ia) suffered any Material Adverse Effect on with respect to the CompanyNCOP Facilities; (b) suffered any damage, Galaxy Mall, destruction or IMI, (ii) any declaration, setting aside loss with respect to or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of affecting any of the Company'sPurchased Assets or NCOP Facilities which has had a Material Adverse Effect; (c) except as otherwise consented to by Buyer in writing, Galaxy Mall's written down or IMI's capital stockwritten up the value of any inventory (including write-downs by reason of shrinkage or markdowns,), determined as collectible any material account receivable or any portion thereof which was previously considered uncollectible, or written off as uncollectible any purchasematerial account receivable or any portion thereof; (d) except as otherwise consented to by Buyer in writing, redemption disposed of or other acquisition by permitted to lapse any right to the Company, Galaxy Mall, or IMI use of any of Galaxy Mall's or IMI's capital stock, any other securities, or any options, warrants, calls or rights to acquire any such shares or other securities except for repurchases from employees following their termination pursuant to the terms of their pre-existing stock option or purchase agreements, (iii) any split, combination or reclassification of any of the Company's, Galaxy Mall or IMI's capital stock, (iv) any granting by the Company, Galaxy Mall or IMI of any increase in compensation or fringe benefitsIntellectual Property, except for normal increases of cash compensation in the ordinary course of business consistent with past practice; (e) except as otherwise consented to by Buyer in writing, made any significant capital expenditure or commitment in excess of $25,000 for additions to property, plant, equipment, intangible, or capital assets or for any payment other purpose, other than for emergency repairs or replacement; (f) except as otherwise consented to by the CompanyBuyer in writing, Galaxy Mall sold, transferred, or IMI otherwise disposed of any bonus, of the Purchased Assets except for bonuses made in the ordinary course of business consistent with past practice; (g) except as otherwise consented to by Buyer in writing, granted or incurred any granting by the Company, Galaxy Mall or IMI of obligation for any increase in severance the compensation of any officer or termination pay or any entry by the Company, Galaxy Mall or IMI into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company, Galaxy Mall or IMI employee of the nature contemplated herebySeller (including, (v) entry by the Companywithout limitation, Galaxy Mall or IMI into any licensing increase pursuant to any bonus, pension, profit-sharing, retirement, or other agreement with regard plan or commitment) except for merit raises to the acquisition or disposition of any material Intellectual Property other than licenses, distribution agreements, advertising agreements, sponsorship agreements or merchant program agreements entered into employees in the ordinary course of business consistent with past practice; (h) except as otherwise consented to by Buyer in writing, (vi) made any amendment change in any method of accounting or consent with respect to any licensing agreement filed or required to be filed with the SECaccounting principle, (vii) any material change by the Company, Galaxy Mallpractice, or IMI in its accounting methods, principles or practices, policy; (i) except as required otherwise consented to by concurrent changes Buyer in GAAPwriting, or (viii) taken any material revaluation by any of the Company, Galaxy Mall, or IMI of any of its assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable other than action unless in the ordinary course of businessbusiness and consistent with past practice or provided for or otherwise disclosed in this Agreement or the Schedules hereto; or (j) except as otherwise consented to by Buyer in writing, agreed, so as to legally bind the Seller whether in writing or otherwise, to take any of the actions set forth in this Section 4.11 and not otherwise permitted by this Agreement.

Absence of Changes. Except as set forth in Schedule 3.5 or in the Current Financial Statements, and except for general economic conditions and other conditions generally affecting the execution and delivery of this Agreement and the transactions to take place pursuant hereto on or prior retail sales which are known to the Closing Date or as disclosed in Section 2.08 of the Disclosure Schedulegeneral public, since December 31, 1998, 2000 there has not been with respect to RMED: (i) any Material Adverse Effect on material adverse change in the Companycondition (financial or other), Galaxy Mallproperties, assets or IMI, business of RMED; (ii) any damage, destruction or loss (whether covered by insurance or not) which materially and adversely affects the business, properties, assets or business of RMED; (iii) any declaration, setting aside or payment of any dividend on, or other any distribution (whether in cash, stock or property) in with respect of any of the Company's, Galaxy Mall's or IMIto Schedule 3.5 RMED's capital stockstock other than as provided in RMED's Shareholder Agreement, if any, or any purchasedirect or indirect redemption, redemption purchase or other acquisition by the Company, Galaxy Mall, or IMI of any of Galaxy Mall's or IMI's capital stock, any other securities, or any options, warrants, calls or rights to acquire any such shares or other securities except for repurchases from employees following their termination pursuant to the terms of their pre-existing stock option or purchase agreements, (iii) any split, combination or reclassification of any of the Company's, Galaxy Mall or IMI's capital stock, RMED; (iv) any granting by the Company, Galaxy Mall or IMI increase of any increase in compensation or fringe benefits, except for normal increases of cash compensation more than ten percent (10%) in the ordinary course of business consistent with past practicecompensation payable or to become payable by RMED to any employee earning Twenty-five Thousand Dollars ($25,000.00) per annum or more, or any payment general increase in the compensation or rates of compensation payable or to become payable by the Company, Galaxy Mall or IMI of any bonusRMED to hourly employees, except for bonuses made in the ordinary course of business consistent with past practiceas required by any collective bargaining agreement, or any granting by the Company, Galaxy Mall to salaried officers or IMI of any increase in severance or termination pay or any entry by the Company, Galaxy Mall or IMI into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company, Galaxy Mall or IMI of the nature contemplated hereby, employees earning less than Twenty-five Thousand Dollars ($25,000.00) per year; (v) entry any change in the accounting principles, methods or practices followed by the CompanyRMED; (vi) any debt, Galaxy Mall obligation or IMI liability, whether accrued, absolute or contingent and whether due, incurred or entered into any licensing by RMED, except liabilities and obligations incurred or other agreement with regard to the acquisition or disposition of any material Intellectual Property other than licenses, distribution agreements, advertising agreements, sponsorship agreements or merchant program agreements entered into in the ordinary course of business consistent with past practice, (vi) any amendment or consent with respect to any licensing agreement filed or required to be filed with the SEC, business; (vii) any material change sale, lease, abandonment or other disposition by the Company, Galaxy Mall, or IMI in its accounting methods, principles or practices, except as required by concurrent changes in GAAP, or (viii) any material revaluation by any of the Company, Galaxy Mall, or IMI RMED of any of its assetsinterest in real property or any machinery, includingequipment, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable other operating property other than in the ordinary course of businessbusiness as reflected in Schedule 3.5; (viii) any sale, assignment, transfer, license or other disposition by RMED of any patent, trademark, trade name, brand name, copyright (or any application for any patent, trademark or copyright), invention, process, know-how, formula or trade secret or interest thereunder or other intangible asset, except as implied for use in connection with the sale of its products in the ordinary course of business as reflected in Schedule 3.5; (ix) any agreement, understanding or undertaking by RMED, the performance of which would result in any of the items described in subparagraphs 3.5(i) through 3.5(viii), above.

Absence of Changes. Except for as expressly contemplated by this ------------------ Agreement or as set forth on Schedule 4.2(c), since March 31, 2000, the execution Business has been operated in the ordinary course and delivery of this Agreement consistent with past practice, and the transactions to take place pursuant hereto on or prior with respect to the Closing Date or as disclosed in Section 2.08 of the Disclosure Schedule, since December 31, 1998, Business there has have not been any: (i) any changes in the assets, liabilities, earnings or financial condition of the Business that have had or are reasonably likely to result in a Material Adverse Effect on the Company, Galaxy Mall, or IMI, Effect; (ii) occurrences resulting in the damage, destruction or loss (whether or not covered by insurance) affecting any declarationtangible asset or property of the Business in excess of $500,000 for any single loss or $2,000,000 for all such losses; (a) increases in the benefits payable or potentially payable under any Seller Plans, setting aside or payment of any dividend on(b) increases in salary, bonus or other distribution (whether in cash, stock or property) in respect of any of the Company's, Galaxy Mall's or IMI's capital stock, or any purchase, redemption or other acquisition by the Company, Galaxy Mall, or IMI of any of Galaxy Mall's or IMI's capital stock, any other securities, or any options, warrants, calls or rights to acquire any such shares or other securities except for repurchases from employees following their termination pursuant to the terms of their pre-existing stock option or purchase agreements, (iii) any split, combination or reclassification of any of the Company's, Galaxy Mall or IMI's capital stock, (iv) any granting by the Company, Galaxy Mall or IMI of any increase in compensation or fringe benefits, except for normal increases of cash compensation benefits payable or potentially payable to any Business Employee other than in the ordinary course of the business of the Business and consistent with past practice; (c) grants of severance, continuation or termination pay to any Business Employee,(d) new employment, deferred compensation or other similar agreements (or any payment by amendment to any such existing agreement) with any Business Employee, (e) changes in the Company, Galaxy Mall or IMI terms of any bonus, except for bonuses made pension, insurance, health or other Seller Plan, or (f) representations to any employee or former employee of Seller that Buyer would assume or continue to maintain any Seller Plan after the Closing Date. (iv) changes in the accounting methods or practices followed by or with respect to the Business, or any changes in depreciation or amortization policies or rates theretofore adopted; (v) agreements or commitments to merge or consolidate with or otherwise acquire any other Person, or any part or division thereof; (vi) other material transactions relating to the Business, other than in the ordinary course of business the Business and consistent with past practice; (vii) agreements or understandings, whether in writing or otherwise, for Seller to take any granting by of the Company, Galaxy Mall or IMI of any increase actions specified in severance items (i) through (vi) above; (viii) cancellation or termination pay or any entry by the Company, Galaxy Mall or IMI into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company, Galaxy Mall or IMI of the nature contemplated hereby, (v) entry by the Company, Galaxy Mall or IMI into any licensing or other agreement with regard to the acquisition or disposition Seller of any material Intellectual Property other than licenses, distribution agreements, advertising agreements, sponsorship agreements Contract or merchant program agreements entered entry by Seller into any material Contract which is not in the ordinary course of the business consistent with past practiceof Seller; or (ix) sale, (vi) any amendment assignment or consent with respect to any licensing agreement filed or required to be filed with the SEC, (vii) transfer of any material change by the Company, Galaxy Mall, or IMI in its accounting methods, principles or practices, except as required by concurrent changes in GAAP, or (viii) any material revaluation by any portion of the CompanyAssets, Galaxy Mall, or IMI of any of its assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable other than in the ordinary course of business.

Absence of Changes. Except for the execution and delivery of this Agreement and the transactions to take place pursuant hereto on or prior to the Closing Date or as disclosed in Section 2.08 of the Disclosure Schedule, since Since December 31, 19982012, except as set forth in Section 3.4 of the Seller Disclosure Schedules: (a) there has not been (i) any Material Adverse Effect on the Company, Galaxy Mall, or IMI, Effect; (iib) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of any of the Company's, Galaxy Mall's or IMI's capital stock, or any purchase, redemption or other acquisition by the Company, Galaxy Mall, or IMI of any of Galaxy Mall's or IMI's capital stock, any other securities, or any options, warrants, calls or rights to acquire any such shares or other securities except for repurchases from employees following their termination pursuant to the terms of their pre-existing stock option or purchase agreements, (iii) any split, combination or reclassification of any of the Company's, Galaxy Mall or IMI's capital stock, (iv) any granting by the Company, Galaxy Mall or IMI of any increase in compensation or fringe benefits, except for normal increases of cash compensation in the ordinary course of business consistent with past practice, or any payment by the Company, Galaxy Mall or IMI of any bonus, except for bonuses made in the ordinary course of business consistent with past practice, or any granting by the Company, Galaxy Mall or IMI of any increase in severance or termination pay or any entry by the Company, Galaxy Mall or IMI into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company, Galaxy Mall or IMI of the nature contemplated hereby, (v) entry by the Company, Galaxy Mall or IMI into any licensing or inventory and other agreement with regard to the acquisition or disposition of any material Intellectual Property other than licenses, distribution agreements, advertising agreements, sponsorship agreements or merchant program agreements entered into in the ordinary course of business consistent with past practice, (vi) any amendment or consent with respect to any licensing agreement filed or required to be filed with the SEC, (vii) any material change by the Company, Galaxy Mall, or IMI in its accounting methods, principles or practices, except as required by concurrent changes in GAAP, or (viii) any material revaluation by any of the Company, Galaxy Mall, or IMI of any of its assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable other than tangible assets consumed in the ordinary course of business, the Sellers have not (i) ceased to own any Assets that would, but for such loss of ownership, have been included in the Purchased Assets, (ii) terminated, amended any material term of or waived any material right under any Assigned Contract or under any other Contract that would, but for such termination, amendment or waiver, have been included in Assigned Contracts, (iii) waived, released, granted, licensed or transferred any right, title or interest in or to any Purchased Assets or any other material Asset that would, but for such waiver, release, grant, license or transfer, have been included in Purchased Assets, (iv) caused or assented to the creation or other incurrence of any Lien (other than a Permitted Lien) on any Purchased Asset, or (v) agreed or committed to do any of the foregoing; (c) the Sellers have maintained all Business Permits in the ordinary course of business; (d) the Sellers have not instituted, settled or agreed to settle any Proceeding related to the Purchased Assets or the Business; (e) no Seller has taken any write-down of the value of any Purchased Asset; (f) no Seller has suffered theft, destruction, casualty loss or material damage to any of the material Purchased Tangible Assets or any material tangible Assets that would, but for such theft, destruction, casualty loss or material damage, have been included in the Purchased Assets, in each case, whether or not covered by insurance; (g) no Seller has made any Tax election or entered into any agreement with any Taxing Authority that has the effect of materially increasing the amount of Property Taxes levied with respect to the Purchased Assets for the Straddle Period; and (h) no Permit has been cancelled, become delinquent or been lost that otherwise would have been a Transferred Business Permit.

Absence of Changes. Except for as listed on Schedule 3.22, and except as a result of or relating to the execution and delivery negotiation, execution, delivery, performance and/or announcement of this Agreement and the transactions to take place pursuant hereto on or prior to the Closing Date or as disclosed in Section 2.08 of the Disclosure Schedulecontemplated hereby, since December 31, 19981999, except as contemplated herein, there has not been been: (ia) any Material Adverse Effect change that by itself or together with other changes, has had or could reasonably be expected to have a material adverse effect on the Company, Galaxy Mall, Business or IMI, the Purchased Assets; (iib) any declaration, setting aside events or payment transactions which are out of any dividend on, or other distribution (whether in cash, stock or property) in respect of any of the Company's, Galaxy Mall's or IMI's capital stock, or any purchase, redemption or other acquisition by the Company, Galaxy Mall, or IMI of any of Galaxy Mall's or IMI's capital stock, any other securities, or any options, warrants, calls or rights to acquire any such shares or other securities except for repurchases from employees following their termination pursuant to the terms of their pre-existing stock option or purchase agreements, (iii) any split, combination or reclassification of any of the Company's, Galaxy Mall or IMI's capital stock, (iv) any granting by the Company, Galaxy Mall or IMI of any increase in compensation or fringe benefits, except for normal increases of cash compensation in the ordinary course of business consistent with past practiceof the Business, which could reasonably be expected to have a material adverse effect on the Business or the Purchased Assets, including but not limited to accelerating the shipment of orders or canceling or otherwise reducing the order backlog of the Business as of the Closing Date; (c) any payment damage, destruction or loss (whether or not covered by insurance) materially and adversely affecting the Company, Galaxy Mall Business or IMI the Purchased Assets; (d) any breach or termination outside of any bonus, except for bonuses made in the ordinary course of business consistent with past practice, or any granting by the Company, Galaxy Mall or IMI of any increase in severance or termination pay or any entry by the Company, Galaxy Mall or IMI into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company, Galaxy Mall or IMI of the nature contemplated hereby, (v) entry by the Company, Galaxy Mall or IMI into any licensing or other agreement with regard to the acquisition or disposition Business of any material Intellectual Property contract, agreement, lease, sublease, license, permit or other right to which the Seller is a party (other than licenses, distribution agreements, advertising agreements, sponsorship agreements or merchant program agreements entered into in those that would not have any material adverse effect on the Purchased Assets); (e) any material transaction by the Seller outside the ordinary course of business consistent with past practiceaffecting the Business or the Purchased Assets; (f) the commencement or notice or, (vi) any amendment or consent with respect to any licensing agreement filed or required to be filed with the SEC, (vii) any material change by the Company, Galaxy Mall, or IMI in its accounting methods, principles or practices, except as required by concurrent changes in GAAP, or (viii) any material revaluation by any best knowledge of the CompanySeller, Galaxy Mall, threat of commencement of any lawsuit or IMI proceeding against or investigation of the Seller of any of its assets, including, without limitation, writing down affairs concerning the value Business or the Purchased Assets; (g) any waiver of capitalized inventory any material rights or writing off notes claims of the Seller; (h) all sales commitments made for products of the Business are at prices not less than Inventory values plus selling expenses and profit margins consistent with Seller's prior experience in the Business; or (i) negotiation or accounts receivable agreement by the Seller or any officer or employee thereof to do any of the things described in the preceding clauses (other than in negotiations with the ordinary course of businessBuyer and its representatives regarding the transactions contemplated by this Agreement).

Absence of Changes. Except for Since December 31, 1996, Holdco, the execution and delivery of this Agreement Company and the transactions to take place pursuant hereto Subsidiaries have carried on or prior to the Closing Date or Business and conducted their operations and affairs only in the ordinary and normal course, consistent with past practice, and, except as disclosed in Section 2.08 of the Disclosure Schedule, since December 31, 1998, Audited Financial Statements there has not been been: (i1) any Material Adverse Effect on material adverse change in any of the CompanyBusiness, Galaxy Malloperations or financial condition of Holdco, or IMI, the Company and the Subsidiaries taken as a whole; (ii2) any declarationmaterial damage, setting aside destruction or loss (whether or not covered by insurance) affecting any property or asset material to Holdco, the Company and the Subsidiaries taken as a whole; (3) any declaration or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of any securities of Holdco, the Company or any of the Company'sSubsidiaries or any direct or indirect redemption, Galaxy Mall's purchase or IMI's capital stockother acquisition of any such securities; (4) any write-down of the value of inventory or any other property or asset of the Company or any of the Subsidiaries or any write-off as uncollectible of any accounts or notes receivable of the Company or any of the Subsidiaries, and no events have occurred which could reasonably be expected to result in such a write-down or write-off, except for write-downs and write-offs and expected write-downs and write-offs that, in the aggregate, do not exceed $500,000; (5) any cancellation or compromise of any debts or claims, or any purchaseamendment, redemption termination or other acquisition by the Company, Galaxy Mall, or IMI waiver of any rights (including rights under any Contracts or Permits), of Galaxy Mall's the Company or IMI's capital stock, any other securities, or any options, warrants, calls or rights to acquire any such shares or other securities except for repurchases from employees following their termination pursuant to the terms of their pre-existing stock option or purchase agreements, (iii) any split, combination or reclassification of any of the Company'sSubsidiaries in amounts involving in excess of $200,000 in the aggregate or, Galaxy Mall or IMI's capital stockif a monetary value for the same is not readily ascertainable, that do not have, in the aggregate, a Material Adverse Effect; (iv6) any granting general increase in the compensation of employees of Holdco, the Company or any of the Subsidiaries (including any increase pursuant to any Employee Plan) or any material increase in the compensation or bonus payable to any officer, employee, consultant or agent of Holdco, the Company or any of the Subsidiaries, other than increases in the ordinary and normal course of the Business consistent with past practice; (7) any material change in the accounting or Tax practices followed by the CompanyCompany or any of the Subsidiaries; or (8) any incurrence of indebtedness, Galaxy Mall liability or IMI of obligation, in any increase in compensation or fringe benefitscase for borrowed money, except other than for normal increases of cash compensation working capital purposes in the ordinary course of business consistent with past practiceunder credit facilities existing on December 31, or any payment by the Company, Galaxy Mall or IMI of any bonus, except for bonuses made in the ordinary course of business consistent with past practice, or any granting by the Company, Galaxy Mall or IMI of any increase in severance or termination pay or any entry by the Company, Galaxy Mall or IMI into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company, Galaxy Mall or IMI of the nature contemplated hereby, (v) entry by the Company, Galaxy Mall or IMI into any licensing or other agreement with regard to the acquisition or disposition of any material Intellectual Property other than licenses, distribution agreements, advertising agreements, sponsorship agreements or merchant program agreements entered into in the ordinary course of business consistent with past practice, (vi) any amendment or consent with respect to any licensing agreement filed or required to be filed with the SEC, (vii) any material change by the Company, Galaxy Mall, or IMI in its accounting methods, principles or practices, except as required by concurrent changes in GAAP, or (viii) any material revaluation by any of the Company, Galaxy Mall, or IMI of any of its assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable other than in the ordinary course of business1996.

Absence of Changes. Except for the execution and delivery of this Agreement and the transactions to take place pursuant hereto Since October 12, 2006, except as set forth on or prior to the Closing Date or as disclosed in Section 2.08 of the Disclosure Schedule, since December 31, 1998Schedule 3.5, there has not been been: any event, development or state of circumstances that (i) any Material Adverse Effect on is materially adverse to the Companybusiness, Galaxy Mallassets, liabilities, operations, condition (financial or IMIotherwise) of the Purchased Assets, in whole or in part, (ii) any declarationmaterially impacts, setting aside materially delays or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of any prevents the consummation of the Company's, Galaxy Mall's or IMI's capital stock, or any purchase, redemption or other acquisition by the Company, Galaxy Mall, or IMI of any of Galaxy Mall's or IMI's capital stock, any other securities, or any options, warrants, calls or rights to acquire any such shares or other securities except for repurchases from employees following their termination pursuant to the terms of their pre-existing stock option or purchase agreementstransactions contemplated hereby, (iii) any splitcreated a material limitation on the ability of Seller to conduct the Business as conducted prior to October 12, combination 2006 or reclassification (iv) creates a limitation on the ability of Seller or its Affiliates to transfer to Buyer good and marketable title to the Purchased Assets free and clear of all Liens (other than Permitted Liens) or event, development or state of circumstances that individually or in the aggregate could reasonably be expected to result in any of the Company'sforegoing; any sale, Galaxy Mall assignment, license, transfer or IMI's capital stockother disposition of Seller Intellectual Property or any Intellectual Property or any other intangible assets Related to the Business that but for such sale, (iv) assignment, license, transfer or other disposition would be Seller Intellectual Property or a Purchased Asset; any granting by the Company, Galaxy Mall creation or IMI other incurrence of any increase in compensation Lien (other than Permitted Liens and those created or fringe benefitsincurred by Buyer) on any Purchased Asset; any material damage, destruction or loss (whether or not covered by insurance) affecting any Purchased Asset or any asset that would have been a Purchased Asset but for such damage, destruction or loss; except for normal increases of cash compensation in the ordinary course of business and consistent with past practice, any amendment, modification or any payment by the Company, Galaxy Mall or IMI termination of any bonusAssumed Contract; any institution of, except for bonuses made in settlement of or agreement to settle any Action by Seller or its Affiliates Related to the ordinary course of business consistent with past practiceBusiness, or relating to the Compounds, Products or the Seller Collaboration Activities; any granting agreement or action not otherwise referred to in items (a) through (f) above entered into or taken that is material to the Purchased Assets, excluding any agreement entered into, or action taken, by the Company, Galaxy Mall or IMI of any increase in severance or termination pay or any entry by the Company, Galaxy Mall or IMI into any currently effective employment, severance, termination or indemnification agreement Buyer; or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Companycommitment, Galaxy Mall whether in writing or IMI of the nature contemplated herebyotherwise, (v) entry by the Company, Galaxy Mall or IMI into any licensing or other agreement with regard to the acquisition or disposition of any material Intellectual Property other than licenses, distribution agreements, advertising agreements, sponsorship agreements or merchant program agreements entered into in the ordinary course of business consistent with past practice, (vi) any amendment or consent with respect to any licensing agreement filed or required to be filed with the SEC, (vii) any material change by the Company, Galaxy Mall, or IMI in its accounting methods, principles or practices, except as required by concurrent changes in GAAP, or (viii) any material revaluation by take any of the Company, Galaxy Mall, or IMI of any of its assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable other than actions specified in the ordinary course of businessitems (a) through (g) above.

Absence of Changes. Except for the execution and delivery of Since May 30, 2021, except as contemplated in this Agreement or due to COVID-19 or any COVID-19 Measure (and the transactions to take place pursuant hereto on or prior to Sellers’ responses thereto, and the Closing Date or as disclosed in Section 2.08 of the Disclosure Schedule, since December 31, 1998, there has not been (i) any Material Adverse Effect on the Company, Galaxy Mall, or IMIresulting impacts therefrom), (iia) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of any of Sellers have conducted the Company's, Galaxy Mall's or IMI's capital stock, or any purchase, redemption or other acquisition by the Company, Galaxy Mall, or IMI of any of Galaxy Mall's or IMI's capital stock, any other securities, or any options, warrants, calls or rights to acquire any such shares or other securities except for repurchases from employees following their termination pursuant to the terms of their pre-existing stock option or purchase agreements, (iii) any split, combination or reclassification of any of the Company's, Galaxy Mall or IMI's capital stock, (iv) any granting by the Company, Galaxy Mall or IMI of any increase in compensation or fringe benefits, except for normal increases of cash compensation in the ordinary course of business consistent with past practice, or any payment by the Company, Galaxy Mall or IMI of any bonus, except for bonuses made in the ordinary course of business consistent with past practice, or any granting by the Company, Galaxy Mall or IMI of any increase in severance or termination pay or any entry by the Company, Galaxy Mall or IMI into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company, Galaxy Mall or IMI of the nature contemplated hereby, (v) entry by the Company, Galaxy Mall or IMI into any licensing or other agreement with regard to the acquisition or disposition of any material Intellectual Property other than licenses, distribution agreements, advertising agreements, sponsorship agreements or merchant program agreements entered into Business in the ordinary course of business consistent with past practice, (vib) there has not occurred any amendment Material Adverse Effect, (c) none of the Purchased Assets have suffered any material loss, damage, destruction or consent with respect other casualty affecting any material properties or assets of the Business, whether or not covered by insurance, and (d) except as set forth in Section 2.06 of the Disclosure Letter, or as may relate solely to any licensing agreement filed Excluded Assets or required to be filed with the SECExcluded Liabilities, no Seller has: (viii) made any material change by in the Company, Galaxy Mall, or IMI in its accounting methods, principles or practicesconduct of the Business, except as required by concurrent for changes in GAAPthe ordinary course consistent in all material respects with past practice; (ii) amended, renewed or (viii) any extended in a material revaluation by manner or terminated any of the CompanyContracts listed in Section 1.01(a)(vii) of the Disclosure Letter, Galaxy Mallother than in the ordinary course of business or as have been provided to Buyer; (iii) (A) entered into any Contract with any customer relating to the Business other than in the ordinary course of business consistent with past practice; (B) entered into any additional Contract with any grower relating to the Business that is outside the ordinary course of business consistent with past practice; or (C) entered into any other Contract relating to the Business that is outside the ordinary course of business consistent with past practice, unless, in each case of clauses (A) through (C), such Contract would not materially and adversely affect the Purchased Assets or the Business as conducted by Buyer after the Closing or adversely affect the Assumed Liabilities; (iv) sold, leased, subleased, mortgaged, pledged, or IMI otherwise encumbered or disposed of any of its assets, including, without limitation, writing down material assets primarily related to the value of capitalized inventory or writing off notes or accounts receivable Business other than in the ordinary course of business; (v) changed any financial accounting method used by it relating to the Business, unless required by GAAP, applicable Law, or recommended by independent auditors; or (vi) agreed to take any of the foregoing actions.

Absence of Changes. Except for The Seller has conducted the execution Business only through the Seller and delivery not through any direct or indirect Subsidiary or Affiliate of the Seller. No part of the Business is operated by the Seller through any entity other than the Seller. Since March 31, 2005, there has been no change in the condition (financial or otherwise), business, net worth, assets, properties or Liabilities of the Business which has had or is likely to have a Material Adverse Effect, and there has been no occurrence, circumstance or combination thereof which would reasonably be expected to result in any such Material Adverse Effect before or after the Closing Date. In addition, without limiting the generality of the foregoing, except as expressly contemplated by this Agreement and the transactions to take place pursuant hereto on or prior to the Closing Date or except as disclosed in Section 2.08 Schedule 3.1.8 of the Seller Disclosure ScheduleSchedules, since December 31, 1998, there 2004: (a) the Seller has not been (i) entered into any Material Adverse Effect on the CompanyContract, Galaxy Mallother than with Parent or its Affiliates, commitment or IMI, (ii) transaction or incurred any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in Liabilities with respect of any of the Company's, Galaxy Mall's or IMI's capital stock, or any purchase, redemption or other acquisition by the Company, Galaxy Mall, or IMI of any of Galaxy Mall's or IMI's capital stock, any other securities, or any options, warrants, calls or rights to acquire any such shares or other securities except for repurchases from employees following their termination pursuant to the terms Business outside of their pre-existing stock option or purchase agreements, (iii) any split, combination or reclassification of any of the Company's, Galaxy Mall or IMI's capital stock, (iv) any granting by the Company, Galaxy Mall or IMI of any increase in compensation or fringe benefits, except for normal increases of cash compensation in the ordinary course of business consistent with past practice; (b) there has not been any material amendment or other material modification (or agreement to do so) or violation of the terms of any of the Contracts; (c) the Seller has not entered into or amended any Contract pursuant to which any other Person is granted by the Seller production, marketing, distribution, licensing, sublicensing or similar rights with respect to any products or services of the Business or Purchased Intellectual Property; (d) no Action or Proceeding has been commenced or, to the Knowledge of the Seller, has been threatened (whether orally or in writing), by or against the Seller relating to the Assets or the Business; (e) there has not been any transfer (by way of a Contract or otherwise) by Seller to any Person of Seller’s rights in and to any Purchased Intellectual Property; (f) the Seller has not made or agreed to make any material disposition or sale of, waiver of rights to, license or lease of, or any payment by the Company, Galaxy Mall or IMI incurrence of any bonusLien on, except any Assets; (g) the Seller has not made or agreed to make any purchase of any assets and properties of any Person in connection with or related to the Business other than (i) acquisitions of inventory, or licenses of assets or properties, in the ordinary course of the Business consistent with past practice, and (ii) other acquisitions in an amount not exceeding ten thousand dollars ($10,000) in the case of any individual item or twenty-five thousand dollars ($25,000) in the aggregate; (h) the Seller has not made or agreed to make any capital expenditures in connection with the Business or commitments for bonuses additions to property, plant or equipment used in the Business constituting capital assets in the aggregate in an amount exceeding twenty-five thousand dollars ($25,000); (i) the Seller has not made or agreed to make any write-off or write-down, any determination to write off or write-down, or revalue, any of the Assets, or change any reserves or Liabilities associated therewith, in the aggregate in an amount exceeding five thousand dollars ($5,000); (j) the Seller has not made or agreed to make payment, discharge or satisfaction, in an amount in excess of five thousand dollars ($5,000), in any one case, or twenty-five thousand dollars ($25,000) in the aggregate, of any claim, Liability or obligation (whether absolute, accrued, asserted or unasserted, contingent or otherwise) relating to or adversely affecting the Business, other than the payment, discharge or satisfaction in the ordinary course of business of Liabilities reflected or reserved against in the Business Financials and other than Liabilities incurred in the ordinary course of the Business since December 31, 2004; (k) the Seller has not failed to pay or otherwise satisfy any Liabilities presently due and payable of the Seller relating to the Business (other than delays in the ordinary course of the Seller’s business consistent with past practicepractices that would not reasonably be expected to have a Material Adverse Effect), or any granting by except such Liabilities relating to the Company, Galaxy Mall or IMI of any increase in severance or termination pay or any entry by the Company, Galaxy Mall or IMI into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of Business which are contingent being contested in good faith by appropriate means or procedures and which, individually or in the terms of which aggregate, are materially altered upon the occurrence of a transaction involving the Company, Galaxy Mall or IMI of the nature contemplated hereby, not material; (vl) entry by the Company, Galaxy Mall or IMI into any licensing or other agreement with regard to the acquisition or disposition of any material Intellectual Property other than licenses, distribution agreements, advertising agreements, sponsorship agreements or merchant program agreements entered into except for borrowings against receivables in the ordinary course of business consistent with past practiceat the Seller corporate level, (vi) the Seller has not incurred any amendment Indebtedness or consent with respect to guaranteed any licensing agreement filed or required to be filed Indebtedness of any other Person in connection with the SEC, Business; (viim) any material change by the Company, Galaxy Mall, or IMI in its accounting methods, principles or practices, except as required by concurrent changes in GAAP, or (viii) any material revaluation by any of the Company, Galaxy Mall, or IMI of any of its assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable other than in the ordinary course of businessbusiness for non-executive employees and other than entering into the CBA, the Seller has not entered into, amended, modified or terminated any employment or compensation agreement with, or increased or otherwise changed any compensation or benefits payable or to become payable by the Seller to, any director, employee, agent or consultant of the Seller who is employed by or providing service to the Seller in connection with the Business; (n) there has been no material physical damage, destruction or other casualty loss (whether or not covered by insurance) affecting any of the Assets; and (o) neither the Seller or any of its Affiliates has entered into or approved any contract, arrangement or understanding or acquiesced in respect of, any arrangement or understanding, to do, engage in or cause, or having the effect of any of the foregoing.

Absence of Changes. Except for the execution and delivery of this Agreement and the transactions to take place pursuant hereto on or prior to the Closing Date or as disclosed set forth in Section 2.08 Part 2.5 of the Disclosure Schedule, since December 31February 28, 1998, 2002: (a) there has not been any adverse change in, and no event has occurred that might have an adverse effect on, the business, condition, assets, liabilities, operations, financial performance, net income or prospects of the Seller; (b) there has not been any loss, damage or destruction to, or any interruption in the use of, any of the assets of the Seller (whether or not covered by insurance); (c) the Seller has not (i) any Material Adverse Effect on the Companydeclared, Galaxy Mallaccrued, or IMI, (ii) any declaration, setting set aside or payment of paid any dividend on, or made any other distribution (whether in cash, stock or property) in respect of any shares of the Company's, Galaxy Mall's capital stock or IMI's capital stock, or any purchase, redemption or other acquisition by the Company, Galaxy Mall, or IMI of any of Galaxy Mall's or IMI's capital stock, any other securities, or (ii) repurchased, redeemed or otherwise reacquired any options, warrants, calls or rights to acquire any such shares of capital stock or other securities securities; (d) the Seller has not purchased or otherwise acquired any asset from any other Person, except for repurchases supplies acquired by the Seller in the Ordinary Course of Business; (e) the Seller has not leased or licensed any asset from any other Person; (f) the Seller has not made any capital expenditure; (g) the Seller has not sold or otherwise transferred, or leased or licensed, any asset to any other Person; (h) the Seller has not written off as uncollectible, or established any extraordinary reserve with respect to, any account receivable or other indebtedness; (i) the Seller has not made any loan or advance to any other Person; (j) the Seller has not (i) established or adopted any Employee Benefit Plan, or (ii) paid any bonus or made any profit-sharing or similar payment to, or increased the amount of the wages, salary, commissions, fees, fringe benefits or other compensation or remuneration payable to, any of its directors, officers, employees following their termination pursuant to or independent contractors; (k) no Contract by which the terms of their pre-existing stock option Seller or purchase agreements, (iii) any split, combination or reclassification of any of the Company's, Galaxy Mall assets owned or IMI's capital stock, (iv) any granting used by the CompanySeller is or was bound, Galaxy Mall or IMI under which the Seller has or had any rights or interest, has been amended or terminated; (l) the Seller has not incurred, assumed or otherwise become subject to any Liability, other than accounts payable (of any increase in compensation or fringe benefits, except for normal increases of cash compensation the type required to be reflected as current liabilities in the ordinary course "liabilities" column of business consistent a balance sheet prepared in accordance with past practice, or any payment GAAP) incurred by the Company, Galaxy Mall or IMI of any bonus, except for bonuses made Seller in the ordinary course of business consistent with past practice, or any granting by the Company, Galaxy Mall or IMI of any increase in severance or termination pay or any entry by the Company, Galaxy Mall or IMI into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company, Galaxy Mall or IMI of the nature contemplated hereby, (v) entry by the Company, Galaxy Mall or IMI into any licensing or other agreement with regard to the acquisition or disposition of any material Intellectual Property other than licenses, distribution agreements, advertising agreements, sponsorship agreements or merchant program agreements bona fide transactions entered into in the ordinary course Ordinary Course of business consistent with past practiceBusiness; (m) the Seller has not discharged any Encumbrance or discharged or paid any indebtedness or other Liability, except for accounts payable that (vii) any amendment are reflected as current liabilities in the "liabilities" column of the Unaudited Interim Balance Sheet or consent with respect to any licensing agreement filed or required to be filed with the SEC, (vii) any material change have been incurred by the CompanySeller since February 28, Galaxy Mall2002, in bona fide transactions entered into in the Ordinary Course of Business, and (ii) have been discharged or IMI paid in the Ordinary Course of Business; (n) the Seller has not forgiven any debt or otherwise released or waived any right or claim; (o) the Seller has not changed any of its methods of accounting methodsor accounting practices in any respect; (p) the Seller has not entered into any transaction or taken any other action outside the Ordinary Course of Business; and (q) the Seller has not agreed, principles committed or practices, except as required by concurrent changes offered (in GAAP, writing or (viiiotherwise) any material revaluation by to take any of the Company, Galaxy Mall, or IMI of any of its assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable other than actions referred to in the ordinary course of businessclauses "(c)" through "(p)" above.

Absence of Changes. Except for the execution and delivery of this Agreement and the transactions to take place pursuant hereto as set forth on or prior to the Closing Date or as disclosed in Section 2.08 3.6 of the Disclosure ScheduleSchedules, since December 31January 1, 19982024, there has not been (i) any Material Adverse Effect on through the CompanyClosing Date, Galaxy Mall, or IMI, (ii) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of any of Seller and its Affiliates have operated the Company's, Galaxy Mall's or IMI's capital stock, or any purchase, redemption or other acquisition by the Company, Galaxy Mall, or IMI of any of Galaxy Mall's or IMI's capital stock, any other securities, or any options, warrants, calls or rights to acquire any such shares or other securities except for repurchases from employees following their termination pursuant to the terms of their pre-existing stock option or purchase agreements, (iii) any split, combination or reclassification of any of the Company's, Galaxy Mall or IMI's capital stock, (iv) any granting by the Company, Galaxy Mall or IMI of any increase in compensation or fringe benefits, except for normal increases of cash compensation Business in the ordinary course of business consistent with past practice, and in connection with the Business: (a) neither Seller nor any Affiliate of Seller has sold, leased, transferred, licensed or assigned any payment by the CompanyAcquired Asset, Galaxy Mall or IMI of excluding any bonus, except for bonuses made Inventory sold in the ordinary course of business consistent with past practice; (b) neither Seller nor any Affiliate of Seller has experienced any damage, destruction or loss (whether or not covered by insurance) to any Acquired Assets, individually or in the aggregate, in excess of $150,000; (c) neither Seller nor any Affiliate of Seller has canceled, compromised, waived or released any rights constituting Acquired Assets or claim or any payment owed to it, in any case, involving more than $50,000 in the aggregate; (d) neither Seller nor any Affiliate of Seller has modified, changed or terminated any Material Contract; (e) neither Seller nor any Affiliate of Seller has adopted a plan or agreement of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization, or other material reorganization; (f) neither Seller nor any granting by Affiliate of Seller has made any material capital expenditures that would constitute an Assumed Liability; (g) neither Seller nor any Affiliate of Seller has (i) changed any of its practices or procedures with respect to the Company, Galaxy Mall or IMI collection of any increase in severance or termination pay or any entry by the Company, Galaxy Mall or IMI into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which are contingent accounts receivable or the terms payment of which are materially altered upon accounts payable; (ii) delayed or postponed the occurrence of a transaction involving the Company, Galaxy Mall or IMI of the nature contemplated hereby, (v) entry by the Company, Galaxy Mall or IMI into any licensing or other agreement with regard to the acquisition or disposition payment of any material Intellectual Property accounts payable or other than licenses, distribution agreements, advertising agreements, sponsorship agreements or merchant program agreements entered into in the ordinary course material liabilities of business consistent with past practice, (vi) any amendment or consent Seller with respect to any licensing agreement filed or required to be filed with the SEC, (vii) any material change by the Company, Galaxy Mall, or IMI in its accounting methods, principles or practices, except as required by concurrent changes in GAAP, Business; or (viiiiii) any accelerated the collection of material revaluation by any notes or material accounts receivable of Seller with respect to the Business in advance of the Company, Galaxy Mall, or IMI of any of its assets, including, without limitation, writing down dates when the value of capitalized inventory or writing off notes or accounts receivable other than same would have been collected in the ordinary course of business; and (h) neither Seller nor any Affiliate of Seller has agreed or committed to any of the foregoing.

Absence of Changes. Except for the execution and delivery of this Agreement and the transactions to take place pursuant hereto as set forth on or prior to the Closing Date or as disclosed in Section 2.08 4.2(e) of the Disclosure Schedule, since December 31, 19982008 none of the Acquired Subsidiaries has experienced any change (including, without limitation, any change in the relationship between any Acquired Subsidiary and any significant customer, supplier or other business relationship) in the Business, financial position, or results of operations that has had or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Since December 31, 2008, the Business of the Acquired Subsidiaries has been operated in the Ordinary Course of Business consistent with past practice and, except as set forth on Section 4.2(e) of the Disclosure Schedule: (i) there has been no material damage, destruction or loss (whether or not covered by insurance) to the Assets of the Acquired Subsidiaries; (ii) except in the Ordinary Course of Business, there has not been (i) any Material Adverse Effect on no increase in compensation payable or to become payable by the Company, Galaxy MallAcquired Subsidiaries to, or IMIany other material change in employment terms of, (ii) any declarationof their respective directors, setting aside officers or payment employees or the making of any dividend onbonus payment, loan or similar arrangement to or with any of them; (iii) no Acquired Subsidiary has made any material change in any Tax or financial accounting methods, principles, practices, periods or elections from those utilized in the preparation of the most recently filed Tax Returns or the Financial Statements; (iv) there has been no incurrence of, or increase in, Liabilities of any nature in excess of $250,000 other than items incurred in the Ordinary Course of Business (or experience of any change in the assumptions underlying or the methods of calculating) of any bad debt, contingency, or other reserve; (v) no Encumbrance has been imposed on any of the Assets, other than Permitted Encumbrances; (vi) no Acquired Subsidiary has declared, set aside or paid any dividend on or made any other distribution (whether in cash, stock or property) in respect of any of the Company's, Galaxy Mall's or IMI's capital stockits equity securities, or directly or indirectly redeemed, purchased or otherwise acquired any purchaseof its equity securities, redemption and there has been no stock split, combination, reclassification or other acquisition similar change in the outstanding capital or other equity securities of any Acquired Subsidiary; (vii) no Acquired Subsidiary, other than in the Ordinary Course of Business, has made any payment or transfer of consideration of any kind to any of its Affiliates, other than payments which have not exceeded $50,000 individually to each such Affiliate and $250,000 in the aggregate for all such payments; (viii) no Acquired Subsidiary has acquired by the Company, Galaxy Mallmerging or consolidating with, or IMI by purchasing any material portion of the equity securities or assets of, or by any other manner, any Person, any business or any corporation, partnership, association or other business organization or division thereof; (ix) there has been no material change, termination, amendment, modification or renewal to or of any Material Contract and, to the Sellers’ Knowledge, no other party to a Material Contract intends to take any such action; (x) there has not been any material change in (i) the credit or payment policies of each Acquired Subsidiary or (ii) the time or manner in which each Acquired Subsidiary extends discounts or credit to customers; (xi) each Acquired Subsidiary has continued to invest in capital expenditures, sales and marketing in accordance with their respective annual budgets and past practices; (xii) no Acquired Subsidiary has incurred or committed to incur any capital expenditure (or series of related capital expenditures) involving more than $100,000 individually, or $250,000 in the aggregate; (xiii) no Acquired Subsidiary has sold, leased, licensed, pledged, transferred, assigned or otherwise disposed of any of Galaxy Mall's its Assets, tangible or IMI's intangible, for a purchase price in excess of $250,000 in the aggregate, other than in the Ordinary Course of Business; (xiv) no Acquired Subsidiary has entered into any Contract (or series of related Contracts with any single customer) involving more than $1,000,000; (xv) no Acquired Subsidiary has issued any note, bond or other debt security or created, incurred, assumed or guaranteed any indebtedness (including advances on existing credit facilities) or capital stocklease either involving more than $50,000 individually or $250,000 in the aggregate, or made any loan or advance to the Sellers or any other securitiesPerson; (xvi) no Acquired Subsidiary has canceled, compromised, waived or released any right or claim (or series of related rights or claims) involving more than $100,000, or otherwise settled any optionspending or threatened Legal Action against it that would reasonably be expected to involve in excess of $250,000 in aggregate payments, warrantsand there has been no Order issued against any Acquired Subsidiary requiring any Acquired Subsidiary to take any action (or refrain from taking any actions) other than the payment of money in an amount less than $100,000; (xvii) no Acquired Subsidiary has sold, calls assigned, transferred or rights to acquire granted any such shares license or other securities except for repurchases from employees following their termination pursuant to the terms of their pre-existing stock option or purchase agreements, (iii) any split, combination or reclassification sublicense of any of the Company's, Galaxy Mall rights under or IMI's capital stock, (iv) any granting by the Company, Galaxy Mall or IMI of any increase in compensation or fringe benefits, except for normal increases of cash compensation in the ordinary course of business consistent with past practice, or any payment by the Company, Galaxy Mall or IMI of any bonus, except for bonuses made in the ordinary course of business consistent with past practice, or any granting by the Company, Galaxy Mall or IMI of any increase in severance or termination pay or any entry by the Company, Galaxy Mall or IMI into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company, Galaxy Mall or IMI of the nature contemplated hereby, (v) entry by the Company, Galaxy Mall or IMI into any licensing or other agreement with regard to the acquisition or disposition of any material Intellectual Property other than licenses, distribution agreements, advertising agreements, sponsorship agreements or merchant program agreements entered into in the ordinary course of business consistent with past practice, (vi) any amendment or consent with respect to any licensing of its Intellectual Property Rights; (xviii) there has been no change made to or authorized in the Fundamental Documents of any Acquired Subsidiary; (xix) no Acquired Subsidiary has entered into any employment or collective bargaining agreement, written or oral, or modified the terms of any such existing agreement; (xx) no Acquired Subsidiary has adopted, amended, modified or terminated any Plan (or taken any such action with respect to any Plan); (xxi) no Acquired Subsidiary has discharged or satisfied any Encumbrance or paid any Liability, in each case with a value in excess of $50,000 individually or $250,000 in the aggregate, other than current Liabilities paid in the Ordinary Course of Business; (xxii) no Acquired Subsidiary has disclosed to any Person other than Buyers and authorized representatives of Buyers any proprietary confidential information, other than pursuant to a confidentiality agreement filed prohibiting the use or required further disclosure of such information, which agreement is listed on Section 4.2(e) of the Disclosure Schedule and is in full force and effect; (xxiii) no Acquired Subsidiary has settled any Tax claim or assessment relating to be filed the Business, or entered into any closing agreement, or surrendered any right to claim a Tax refund, or consented to any extension or waiver of the limitation period applicable to any Tax claim or assessment relating to the Business; (xxiv) there has been no change in any current cash management or working capital practices with respect to the SECBusiness, (vii) write down of the value of any Assets in excess of $50,000 individually or $250,000 in the aggregate, acceleration or write off any Accounts Receivable in excess of $50,000 individually or $250,000 in the aggregate or delay or postponement in any material change respect of the payment of accounts payable or other Liabilities in excess of $50,000 individually or $250,000 in the aggregate; (xxv) there has been no strike, work stoppage or slowdown involving any Acquired Subsidiary or its employees; (xxvi) no Acquired Subsidiary has adopted any plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization; (xxvii) no Acquired Subsidiary or Seller has failed to keep in full force and effect any Current Policies, or reduced the amount of any insurance coverage provided by the CompanyCurrent Policies; and (xxviii) other than this Agreement and the Ancillary Agreements, Galaxy Mallthere has been no Contract, understanding, agreement, commitment or IMI in its accounting methods, principles or practices, except as required by concurrent changes in GAAP, or (viii) authorization for any material revaluation by Acquired Subsidiary to take any of the Company, Galaxy Mall, or IMI actions specified in subparagraphs (i) through (xxvii) of any of its assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable other than in the ordinary course of businessthis Section 4.2(e).

Absence of Changes. Except for the execution transactions contemplated by the Assignment and delivery of this Assumption Agreement and the transactions to take place pursuant hereto on or prior to the Closing Date or as disclosed in Section 2.08 Schedule 3.1(u) or in the Audited Financial Statements, unless as otherwise specified below, since the date of the Disclosure ScheduleAudited Financial Statements until the date of execution of this Agreement, since December 31, 1998, the Vendor has carried on the Business and conducted its operations and affairs only in the ordinary and normal course consistent with past practice and there has not been been: (i) any change in the condition (financial or otherwise), assets, liabilities, operations, earnings, or business of the Vendor which has had or to the Vendor's knowledge, would be reasonably likely to have a Material Adverse Effect; (ii) any material loss (whether or not covered by insurance) affecting the property or assets of the Vendor; (iii) any Liability (whether absolute, accrued, contingent or otherwise, and whether due or to become due) incurred by the Vendor, other than those incurred in the ordinary and normal course of the Business and consistent with past practice; (iv) other than Permitted Encumbrances, any pledge, mortgage or granting of a security interest or other Encumbrance on or over any of the property or assets of the Vendor; (v) any write-off of any Accounts Receivable over $10,000 as uncollectible, or any portion thereof; (vi) any write-down of capital assets other than by way of depreciation in accordance with past practice; (vii) except as required by GAAP or by Law, any change in the accounting or tax practices followed by the Vendor; (viii) any cancellation of any debts or claims or any amendment, termination or waiver of any rights of value to the Vendor; (ix) any labour condition or dispute which is likely to have a Material Adverse Effect on the Company, Galaxy Mall, or IMI, Business; (iix) any declarationlicence, setting aside sale, assignment, transfer or payment disposition of any dividend on, property or other distribution (whether in cash, stock or property) in respect of any assets of the Company'sVendor for amounts in excess of $25,000, Galaxy Mall's or IMI's capital stock, or any purchase, redemption or other acquisition by than the Company, Galaxy Mall, or IMI sale of any of Galaxy Mall's or IMI's capital stock, any other securities, or any options, warrants, calls or rights to acquire any such shares or other securities except for repurchases from employees following their termination pursuant to the terms of their pre-existing stock option or purchase agreements, (iii) any split, combination or reclassification of any of the Company's, Galaxy Mall or IMI's capital stock, (iv) any granting by the Company, Galaxy Mall or IMI of any increase in compensation or fringe benefits, except for normal increases of cash compensation Inventories in the ordinary course of business consistent with past practicethe Business; (xi) since January 1, or any payment by the Company2015, Galaxy Mall or IMI of any bonus, except for bonuses made in the ordinary course of business consistent with past practice, or any granting by the Company, Galaxy Mall or IMI of any increase in severance any compensation, bonus or termination pay benefit (including any increase pursuant to any Employee Plan) payable to any Employee or the execution of any employment contract with any Employee, or the making of any loan to, or engagement in any transaction with, any Employee, officer, director or shareholder of the Vendor or any entry by other person not acting at Arm's Length with the Company, Galaxy Mall or IMI into Vendor; (xii) any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits forward purchase commitments in excess of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company, Galaxy Mall or IMI requirements of the nature contemplated hereby, Vendor for normal operating inventories or at a prices higher than the current market prices; (v) entry by the Company, Galaxy Mall or IMI into any licensing or other agreement with regard to the acquisition or disposition of any material Intellectual Property other than licenses, distribution agreements, advertising agreements, sponsorship agreements or merchant program agreements entered into in the ordinary course of business consistent with past practice, (vixiii) any amendment or consent with respect to any licensing agreement filed or required to be filed with the SECforward sales commitments, (vii) any material change by the Company, Galaxy Mall, or IMI in its accounting methods, principles or practices, except as required by concurrent changes in GAAP, or (viii) any material revaluation by any of the Company, Galaxy Mall, or IMI of any of its assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable other than in the ordinary course of businessthe Business, or any failure to satisfy any accepted order for goods; (xiv) since March 1, 2015, any material change in the credit or payment terms offered to customers of, or by suppliers to, the Vendor; (xv) any capital expenditure or commitment of the Vendor, in excess of the amount set forth on Schedule 3.1(u); (xvi) since March 1, 2015, any change in the terms of any Material Contract, or in the Vendor's pricing practices or terms of sale; (xvii) any change in the material terms of any material License; or (xviii) any commitment or agreement to do any of the foregoing.

Absence of Changes. (a) Except as set forth on Section 2.16(a) of the Seller Disclosure Schedule, since the Balance Sheet Date, (i) there has been no Material Adverse Effect and (ii) except for entry into this Agreement (and any other Transaction Documents) and any steps taken in connection with the Contribution, the EIS Business has been operated in the ordinary course of business in all material respects. (b) Except as set forth on Section 2.16(b) of the Seller Disclosure Schedule and except for the execution negotiation, execution, delivery and delivery performance of this Agreement and the transactions to take place pursuant hereto on or other Transaction Documents, since the Balance Sheet Date, neither Seller Parent nor any of its Subsidiaries have taken any action described in Section 4.2 that if taken after the date hereof and prior to the Closing Date or as disclosed in Section 2.08 without the prior written consent of the Disclosure Schedule, since December 31, 1998, Purchaser would violate such provision and there has not been any: (i) any Material Adverse Effect on damage, destruction or other casualty, whether or not covered by insurance, materially affecting the Company, Galaxy Mall, or IMI, EIS Business; (ii) transaction or commitment made, or Contract entered into, binding the Seller Group or any declarationAcquired Company, setting aside or payment termination or amendment of any dividend on, or other distribution (whether in cash, stock or property) in respect of any of Contract to which the Company's, Galaxy Mall's or IMI's capital stock, Seller Group or any purchaseAcquired Company is bound, redemption or other acquisition by the Companyin either case, Galaxy Mall, or IMI of any of Galaxy Mall's or IMI's capital stock, any other securities, or any options, warrants, calls or rights to acquire any such shares or other securities except for repurchases from employees following their termination pursuant that is material to the terms EIS Business, other than transactions, commitments, Contracts, terminations or amendments made in the ordinary course of their pre-existing stock option or purchase agreements, business; (iii) any split, combination sale or reclassification other disposition of any material assets of the Company's, Galaxy Mall or IMI's capital stock, EIS Business other than in the ordinary course of business; (iv) any granting by the Companycancellation, Galaxy Mall compromise, settlement, waiver or IMI release (x) of any increase Action (or a series of related Actions) involving the EIS Business other than in compensation or fringe benefits, except for normal increases the ordinary course of cash compensation business and (y) involving an amount in excess of $5.0 million in the aggregate; (v) other than as done in the ordinary course of business consistent with past practicepractices or as may be required by the terms of an existing Seller Employee Plan, Acquired Company Employee Plan or collective bargaining agreement, or any payment as may be required by applicable Law or in order to maintain its qualification under Sections 401 and 501 of the CompanyCode or to provide for the effects of Section 409A of the Code, Galaxy Mall (A) increase in the compensation or IMI benefits of any bonusEIS Employee or other service provider, except for bonuses made in the ordinary course of business consistent with past practice, or any granting by the Company, Galaxy Mall or IMI (B) grant of any increase in new severance or termination pay or rights to any entry by the Company, Galaxy Mall or IMI into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company, Galaxy Mall or IMI of the nature contemplated hereby, (v) entry by the Company, Galaxy Mall or IMI into any licensing EIS Employee or other agreement with regard to the acquisition service provider (C) establishment, adoption, entrance into, amendment or disposition termination of any material Intellectual Property other than licensesAcquired Company Employee Plan or, distribution agreements, advertising agreements, sponsorship agreements or merchant program agreements entered into in the ordinary course of business consistent with past practice, (vi) any amendment or consent with respect to any licensing EIS Employee, collective bargaining agreement filed or required (D) grant of any equity or equity based awards to be filed with any EIS Employee or other service provider; (vi) surrender, termination, withdrawal, cancellation, transfer or modification of any Permit held by any member of Seller Group that has materially and adversely affected Seller Group’s ability to conduct the SEC, EIS Business; or (vii) any material change by the Companyagreement, Galaxy Mallwhether in writing or otherwise, or IMI in its accounting methods, principles or practices, except as required by concurrent changes in GAAP, or (viii) any material revaluation by to do any of the Company, Galaxy Mall, or IMI of any of its assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable other than in the ordinary course of businessforegoing.