Common use of CHANGES SINCE THE CURRENT BALANCE SHEET DATE Clause in Contracts

CHANGES SINCE THE CURRENT BALANCE SHEET DATE. Since the date of the Current Balance Sheet, except as set forth on Schedule 3.10, Paragren has not (except as expressly permitted or required by the terms of this Agreement): (a) issued, sold, pledged, disposed of, encumbered, or authorized the issuance, sale, pledge, disposition, grant or encumbrance of any shares of its capital stock or any options, warrants, convertible securities or other rights of any kind to acquire any shares of such capital stock or any other ownership interest in Paragren; (b) declared, set aside, made, or paid any dividend or other distribution payable in cash, stock, property or otherwise of or with respect to its capital stock or other securities, or reclassified, combined, split, subdivided or redeemed, purchased or otherwise acquired, directly or indirectly, any of its capital stock or other securities; (c) paid any bonus to or increased the rate of compensation of any of its officers or employees or amended any other terms of employment or engagement of such persons except in the ordinary course of business consistent with past practice; (d) sold, leased or transferred any of its properties or assets or acquired any interest in any corporation, partnership or other business, business organization or division thereof or properties or assets other than in the ordinary course of business consistent with past practice; (e) made or obligated itself to make expenditures in excess of $100,000; (f) made any payment in respect of, or otherwise discharged or satisfied, any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise) other than in the ordinary course of business consistent with past practice; (g) except in the ordinary course of business incurred any obligations or liabilities (including, without limitation, any indebtedness for borrowed money, issuance of any debt securities, or the assumption, guarantee, or endorsement of the obligations of any Person), or entered into any transaction or series of transactions involving in excess of $50,000, except for this Agreement and the transactions contemplated hereby; (h) suffered any theft, damage, destruction or casualty loss in excess of $50,000; (i) suffered any extraordinary losses (whether or not covered by insurance) in excess of $50,000; (j) waived, canceled, compromised or released any rights having a value in excess of $50,000; (k) made or adopted any change in its accounting practices or policies; (l) made any adjustment to its books and records other than in respect of the conduct of its business activities in the ordinary course consistent with past practice; (m) entered into any transaction with any shareholder or any Affiliate of Paragren or of any shareholder of Paragren, or of any shareholder of Paragren; (n) entered into any employment or consulting agreement that is not terminable at Closing without any liability or obligation; (o) terminated, amended or modified any agreement involving an amount in excess of $50,000 in the aggregate; (p) imposed any security interest or other Lien on any of its assets; (q) delayed paying any account payable beyond 60 days following the date on which it is due and payable; (r) made or pledged any charitable contributions in excess of $10,000; (s) entered into any other transaction or been subject to any event which has or is expected to have a Material Adverse Effect on Paragren; or (t) agreed to do or authorized any of the foregoing.

CHANGES SINCE THE CURRENT BALANCE SHEET DATE. Since the date of the Current Balance SheetSheets of each of the AAA Companies, except as set forth on Schedule 3.10, Paragren none of the AAA Companies has not (except as expressly permitted or required by the terms of this Agreement): (ai) issued, sold, pledged, disposed of, encumbered, or authorized the issuance, sale, pledge, disposition, grant or encumbrance of issued any shares of its capital stock or any options, warrants, convertible securities or other rights of any kind to acquire any shares of such capital stock or any other ownership interest in Paragrensecurities; (bii) declared, set aside, made, or paid made any dividend or other distribution payable in cash, stock, property or otherwise of or with respect to its capital stock or other securities, securities or reclassified, combined, split, subdivided or redeemed, purchased or otherwise acquired, directly or indirectly, redeemed any of its capital stock or other securitiessecurities except in the ordinary course of business consistent with past practice and as set forth on Schedule 3.10; (ciii) paid any bonus to or increased the rate of compensation of any of its officers or salaried employees or amended any other terms of employment or engagement of such persons except in the ordinary course of business consistent with past practice; (div) sold, leased or transferred any of its properties or assets or acquired any interest in any corporation, partnership or other business, business organization or division thereof or properties or assets other than in the ordinary course of business consistent with past practice; (ev) made or obligated itself to make capital expenditures in excess out of $100,000the ordinary course of business consistent with past practice; (fvi) made any payment in respect of, or otherwise discharged or satisfied, any claims, of its liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise) other than in the ordinary course of business consistent with past practice; (gvii) except in the ordinary course of business incurred any obligations or liabilities (including, without limitation, including any indebtedness for borrowed money, issuance of any debt securities, or the assumption, guarantee, or endorsement of the obligations of any Person), indebtedness) or entered into any transaction or series of transactions involving in excess of $50,00025,000 in the aggregate out of the ordinary course of business, except for this Agreement and the transactions contemplated hereby; (hviii) suffered any theft, damage, destruction or casualty loss loss, not covered by insurance and for which a timely claim was filed, in excess of $50,00025,000 in the aggregate; (iix) suffered any extraordinary losses (whether or not covered by insurance) in excess of $50,000); (jx) waived, canceled, compromised or released any rights having a value in excess of $50,00025,000 in the aggregate; (kxi) made or adopted any change in its accounting practices practice or policies; (lxii) made any adjustment to its books and records other than in respect of the conduct of its business activities in the ordinary course consistent with past practice; (mxiii) entered into any transaction with any shareholder or any Affiliate other than intercompany transactions in the ordinary course of Paragren or of any shareholder of Paragren, or of any shareholder of Paragrenbusiness consistent with past practice; (nxiv) entered into any employment or consulting agreement that is not terminable at Closing without any liability or obligationexcept in the ordinary course of business, consistent with past practice; (oxv) terminated, amended or modified any agreement involving an amount in excess of $50,000 in the aggregate25,000; (pxvi) imposed any security interest or other Lien on any of its assetsassets other than in the ordinary course of business consistent with past practice; (qxvii) delayed paying any account accounts payable beyond 60 days following the date on which it is are due and payablepayable except to the extent being contested in good faith; (rxviii) made or pledged any charitable contributions in excess of $10,000; (s) entered into any other transaction or been subject to any event which has or is expected to have a Material Adverse Effect on Paragren; or (t) agreed to do or authorized any of the foregoing.made

CHANGES SINCE THE CURRENT BALANCE SHEET DATE. Since Except as disclosed -------------------------------------------- in Schedule 3.10, since the date of the Current Balance Sheet, except as set forth on Schedule 3.10, Paragren the Company has not ------------- not (except as expressly permitted or required by the terms of this Agreement): (ai) issued, sold, pledged, disposed of, encumbered, or authorized the issuance, sale, pledge, disposition, grant or encumbrance of issued any shares of its capital stock or any options, warrants, convertible securities or other rights of any kind to acquire any shares of such capital stock or any other ownership interest in Paragrensecurities; (bii) declared, set aside, made, or paid made any dividend or other distribution payable in cash, stock, property or otherwise of or with respect to its capital stock or other securities, securities or reclassified, combined, split, subdivided or redeemed, purchased or otherwise acquired, directly or indirectly, redeemed any of its capital stock or other securities; (ciii) paid any bonus to or increased the rate of compensation of any of its officers or salaried employees or amended any other terms of employment or engagement of such persons persons, except in the ordinary course of business for customary annual bonuses and wage increases consistent with past practice; (div) sold, leased or transferred any of its properties or assets or acquired any interest in any corporation, partnership or other business, business organization or division thereof or properties or assets other than in the ordinary course of business consistent with past practice; (ev) made or obligated itself to make capital expenditures in excess out of $100,000the ordinary course of business consistent with past practice; (fvi) made any payment in respect of, or otherwise discharged or satisfied, any claims, of its liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise) other than in the ordinary course of business consistent with past practice; (gvii) except in the ordinary course of business incurred any obligations or liabilities (including, without limitation, including any indebtedness for borrowed money, issuance of any debt securities, or the assumption, guarantee, or endorsement of the obligations of any Person), indebtedness) or entered into any transaction or series of transactions involving in excess of $50,00020,000 in the aggregate out of the ordinary course of business, except for this Agreement and the transactions contemplated hereby; (hviii) suffered any theft, damage, destruction or casualty loss loss, not covered by insurance and for which a timely claim was filed, in excess of $50,00020,000 in the aggregate; (iix) suffered any extraordinary losses (whether or not covered by insurance) in excess of $50,000); (jx) waived, canceled, compromised or released any rights having a value in excess of $50,00020,000 in the aggregate; (kxi) made or adopted any change in its accounting practices practice or policies; (lxii) made any adjustment to its books and records other than in respect of the conduct of its business activities in the ordinary course consistent with past practice; (mxiii) entered into any transaction with any shareholder or any Affiliate other than intercompany transactions in the ordinary course of Paragren or of any shareholder of Paragren, or of any shareholder of Paragrenbusiness consistent with past practice; (nxiv) entered into any employment or consulting agreement that is not terminable at Closing without any liability or obligationoutside of the ordinary course; (oxv) terminated, amended or modified any agreement involving an amount in excess of $50,000 in the aggregate20,000; (pxvi) imposed any security interest or other Lien on any of its assetsassets other than in the ordinary course of business consistent with past practice; (q) delayed paying any account payable beyond 60 days following the date on which it is due and payable; (rxvii) made or pledged any charitable contributions contribution in excess of $10,000; (s) entered into any other transaction or been subject to any event which has or is expected to have a Material Adverse Effect on Paragren5,000; or (txviii) agreed to do or authorized any of the foregoing.

CHANGES SINCE THE CURRENT BALANCE SHEET DATE. Since Except as specifically set forth in Schedule 3.10, since the date of the its Current Balance SheetSheet included in the Financial Statements, except as set forth on Schedule 3.10, Paragren no Acquired Entity has not (except as expressly permitted or required by the terms of this Agreement): (a) issued, sold, pledged, disposed of, encumbered, or authorized the issuance, sale, pledge, disposition, grant or encumbrance of any shares of its capital stock or of any class or any partnership interests, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of such capital stock or partnership interests or any other ownership interest in Paragren; of such Acquired Entity, (b) declared, set aside, made, or paid any dividend or other distribution payable in cash, stock, property or otherwise of or with respect to its capital stock stock, partnership interests or other securities, or reclassified, combined, split, subdivided or redeemed, purchased or otherwise acquired, directly or indirectly, any of its capital stock stock, partnership interests or other securities; (c) paid any bonus to or increased the rate of compensation of any of its officers officers, partners or salaried employees or amended any other terms of employment or engagement of such persons except in the ordinary course of business consistent with past practicepersons; (d) sold, leased or transferred any of its properties or assets or acquired any interest in any corporation, partnership or other business, business organization or division thereof or properties or assets other than in the ordinary course of business consistent with past practice; (e) made or obligated itself to make capital expenditures in excess out of $100,000the ordinary course of business consistent with past practice; (f) made any payment in respect of, or otherwise discharged or satisfied, any claims, of its liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise) other than in the ordinary course of business consistent with past practice; (g) except in the ordinary course of business incurred any obligations or liabilities (including, without limitation, any indebtedness for borrowed money, issuance of any debt securities, or the assumption, guarantee, or endorsement of the obligations of any Person), ) or entered into any transaction or series of transactions involving in excess of $50,000100,000 in the aggregate out of the ordinary course of business, except for this Agreement and the transactions contemplated hereby; (h) suffered any theft, damage, destruction or casualty loss loss, whether or not covered by insurance, in excess of $50,000100,000 in the aggregate; (i) suffered any extraordinary losses (whether or not covered by insurance) in excess of $50,000); (j) waived, canceled, compromised or released any rights having a value in excess of $50,000100,000 in the aggregate; (k) made or adopted any change in its accounting practices practice or policies; (l) made any adjustment to its books and records other than in respect of the conduct of its business activities in the ordinary course consistent with past practice; (m) entered into any transaction with any shareholder Principal or any Affiliate of Paragren or of any shareholder of Paragren, or of any shareholder of Paragren; (n) entered into any employment or consulting agreement that is not terminable at Closing without any liability or obligation; (o) terminated, amended or modified any agreement involving an amount in excess of $50,000 in the aggregate; (p) imposed any security interest or other Lien on any of its assets; (q) delayed paying any account payable beyond 60 days following the date on which it is due and payable; (r) made or pledged any charitable contributions in excess of $10,000; (s) entered into any other transaction or been subject to any event which has or is expected to have a Material Adverse Effect on Paragren; or (t) agreed to do or authorized any of the foregoing.the

CHANGES SINCE THE CURRENT BALANCE SHEET DATE. Since the date of the Current Balance Sheet, the Company has operated in the Ordinary Course of Business, there has not been a Material Adverse Change in the Company or the Business and, except as set forth on Schedule 3.104.9, Paragren the Company has not (except as expressly permitted or required by the terms of this Agreement): (a) issued, sold, pledged, disposed of, encumbered, or authorized the issuance, sale, pledge, disposition, grant or encumbrance of any shares of its capital stock or any options, warrants, convertible securities or other rights of any kind to acquire any shares of such capital stock or any other ownership interest in Paragren; (b) declared, set aside, made, or paid any dividend or other distribution payable in cash, stock, property or otherwise of or with respect to its capital stock or other securities, or reclassified, combined, split, subdivided or redeemed, purchased or otherwise acquired, directly or indirectly, any of its capital stock or other securities; (ci) paid any bonus to or increased the rate of compensation of any of its officers or salaried employees or amended any other terms of employment or engagement of such persons except than in the ordinary course Ordinary Course of business consistent with past practiceBusiness; (dii) sold, leased or transferred any of its properties or assets or acquired any interest other than (x) the sale of inventory in any corporation, partnership or other business, business organization or division thereof or properties or the Ordinary Course of Business and (y) the sale of assets other than inventory in the ordinary course of business consistent with past practicean aggregate amount not exceeding Two Hundred Fifty Thousand Dollars ($250,000); (eiii) made or obligated itself to make capital expenditures in excess of One Hundred Thousand Dollars ($100,000) in the aggregate not shown on the Current Balance Sheet (as defined in the Asset Purchase Agreement); (fiv) made any payment in respect of, or otherwise discharged or satisfied, any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise) other than in the ordinary course of business consistent with past practice; (g) except in the ordinary course of business incurred any obligations or liabilities (including, without limitation, including any indebtedness for borrowed money, issuance of any debt securities, or the assumption, guarantee, or endorsement of the obligations of any Person), Indebtedness) or entered into any transaction or series of transactions outside the Ordinary Course of Business involving in excess of One Hundred Thousand Dollars ($50,000, except for this Agreement and 100,000) in the transactions contemplated herebyaggregate; (hv) suffered any theft, damage, destruction or destruction, casualty loss in excess of $50,000; (i) suffered any or extraordinary losses (loss, whether or not covered by insurance) insurance and whether or not a timely claim was filed with respect thereto, in excess of Fifty Thousand Dollars ($50,000) in the aggregate; (jvi) waived, canceled, compromised or released any rights having a value in excess of Fifty Thousand Dollars ($50,000) in the aggregate other than in the Ordinary Course of Business; (kvii) made or adopted any change in its accounting practices practice or policies; (lviii) made any adjustment to its books and or records other than in respect of the conduct of its business activities in the ordinary course consistent with past practiceOrdinary Course of Business; (mix) entered into any transaction with any shareholder or any Affiliate other than in the Ordinary Course of Paragren or of any shareholder of Paragren, or of any shareholder of ParagrenBusiness; (nx) entered into any employment or consulting agreement that is not terminable at Closing without any liability or obligationagreement; (o) terminated, amended or modified any agreement involving an amount in excess of $50,000 in the aggregate; (pxi) imposed any security interest or other Lien on any of its assetsthe Purchased Inventory; (q) delayed paying any account payable beyond 60 days following the date on which it is due and payable; (rxii) made or pledged any charitable contributions in excess of Ten Thousand Dollars ($10,000) in the aggregate; (sxiii) entered into any other transaction or, to the Knowledge of the Company or AVS, been subject to any event which has or is expected to may have a Material Adverse Effect on Paragrenthe Company, the Business or the Purchased Inventory; or (txiv) agreed to do or authorized any of the foregoing.

CHANGES SINCE THE CURRENT BALANCE SHEET DATE. Since the date of the Current Balance Sheet, except as set forth on Schedule 3.10, Paragren the Company has not (except as expressly permitted or required by the terms of this Agreement): (a) issued, sold, pledged, disposed of, encumbered, or authorized the issuance, sale, pledge, disposition, grant or encumbrance of issued any shares of its capital stock or any options, warrants, convertible securities or other rights of any kind to acquire any shares of such capital stock or any other ownership interest in Paragrensecurities; (b) declared, set aside, made, or paid made any dividend or other distribution payable in cash, stock, property or otherwise of or with respect to its capital stock or other securities, securities or reclassified, combined, split, subdivided or redeemed, purchased or otherwise acquired, directly or indirectly, redeemed any of its capital stock or other securities; (c) paid any bonus to or increased the rate of compensation of any of its officers or salaried employees or amended any other terms of employment or engagement of such persons except in the ordinary course of business consistent with past practicepersons; (d) sold, leased or transferred any of its properties or assets or acquired any interest in any corporation, partnership or other business, business organization or division thereof or properties or assets other than in the ordinary course of business consistent with past practice; (e) made or obligated itself to make capital expenditures in excess out of $100,000the ordinary course of business consistent with past practice; (f) made any payment in respect of, or otherwise discharged or satisfied, any claims, of its liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise) other than in the ordinary course of business consistent with past practice; (g) except in the ordinary course of business incurred any obligations or liabilities (including, without limitation, including any indebtedness for borrowed money, issuance of any debt securities, or the assumption, guarantee, or endorsement of the obligations of any Person), indebtedness) or entered into any transaction or series of transactions involving in excess of $50,00010,000 in the aggregate out of the ordinary course of business, except for this Agreement and the transactions contemplated hereby; (h) suffered any theft, damage, destruction or casualty loss loss, not covered by insurance and for which a timely claim was filed, in excess of $50,00010,000 in the aggregate; (i) suffered any extraordinary losses (whether or not covered by insurance) in excess of $50,000); (j) waived, canceled, compromised or released any rights having a value in excess of $50,00010,000 in the aggregate; (k) made or adopted any change in its accounting practices practice or policies; (l) made any adjustment to its books and records other than in respect of the conduct of its business activities in the ordinary course consistent with past practice; (m) entered into any transaction with any shareholder or any Affiliate other than intercompany transactions in the ordinary course of Paragren or of any shareholder of Paragren, or of any shareholder of Paragrenbusiness consistent with past practice; (n) entered into any employment or consulting agreement that is not terminable at Closing without any liability or obligationagreement; (o) terminated, amended or modified any agreement involving an amount in excess of $50,000 in the aggregate10,000; (p) imposed any security interest or other Lien on any of its assetsassets other than in the ordinary course of business consistent with past practice; (q) delayed paying any account accounts payable beyond 60 days following the date on which it is are due and payablepayable except to the extent being contested in good faith; (r) made or pledged any charitable contributions contribution in excess of $10,0005,000; (s) entered into any other transaction or been subject to any event which has or is expected to may have a Material Adverse Effect on Paragrenthe Company; or (t) agreed to do or authorized any of the foregoing.

CHANGES SINCE THE CURRENT BALANCE SHEET DATE. Since the date of the Current Balance Sheet, except as set forth on Schedule 3.10, Paragren has the Company and the Subsidiary have not (except as expressly permitted or required by the terms of this Agreement): (ai) issued, sold, pledged, disposed of, encumbered, or authorized the issuance, sale, pledge, disposition, grant or encumbrance of issued any shares of its capital stock or any options, warrants, convertible securities or other rights of any kind to acquire any shares of such capital stock or any other ownership interest in Paragrensecurities; (bii) declared, set aside, made, or paid made any dividend or other distribution payable in cash, stock, property or otherwise of or with respect to its capital stock or other securities, securities or reclassified, combined, split, subdivided or redeemed, purchased or otherwise acquired, directly or indirectly, redeemed any of its capital stock or other securities; (ciii) paid any bonus to or increased the rate of compensation of any of its officers officers, directors, shareholders, employees, agents or employees consultants or amended any other terms of employment or engagement of such persons except in the ordinary course of business consistent with past practicepersons; (div) sold, leased or transferred any of its properties or assets Assets; (v) made or acquired obligated itself to make capital expenditures; (vi) made any interest payment in any corporation, partnership or other business, business organization or division thereof or properties or assets respect of its liabilities other than in the ordinary course of business consistent with past practicepractices; (evii) made or obligated itself to make expenditures in excess of $100,000; (f) made any payment in respect of, or otherwise discharged or satisfied, any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise) other than in the ordinary course of business consistent with past practice; (g) except in the ordinary course of business incurred any obligations or liabilities (including, without limitation, including any indebtedness for borrowed money, issuance of any debt securities, or the assumption, guarantee, or endorsement of the obligations of any Person), Indebtedness) or entered into any transaction or series of transactions involving in excess of Ten Thousand Dollars ($50,000, 10,000) in the aggregate except for this Agreement and the transactions contemplated hereby; (hviii) suffered any theft, damage, destruction or casualty loss in excess of Ten Thousand Dollars ($50,00010,000) in the aggregate; (iix) suffered any extraordinary losses (whether or not covered by insurance) in excess of $50,000); (jx) waived, canceled, compromised or released any rights having a value in excess of Ten Thousand Dollars ($50,00010,000) in the aggregate; (kxi) made or adopted any change in its accounting practices practice or policies; (lxii) made any adjustment to its books and records other than in respect of the conduct of its business activities in the ordinary course consistent with past practiceactivities; (m) entered into any transaction with any shareholder or any Affiliate of Paragren or of any shareholder of Paragren, or of any shareholder of Paragren; (nxiii) entered into any employment or consulting agreement that is not terminable at Closing without any liability or obligationagreement; (oxiv) entered into, terminated, amended or modified any agreement involving an amount in excess of Ten Thousand Dollars ($50,000 in the aggregate10,000); (pxv) imposed any security interest or other Lien on any of its assetsAssets; (q) delayed paying any account payable beyond 60 days following the date on which it is due and payable; (r) made or pledged any charitable contributions in excess of $10,000; (sxvi) entered into any other transaction or been subject to any event which has or is expected to may have a Material Adverse Effect on Paragrenthe Company; (xvii) acquired any interest in any corporation, partnership or other venture; (txviii) agreed made any loans to do any third party or authorized any of the foregoingemployee.

CHANGES SINCE THE CURRENT BALANCE SHEET DATE. Since the date of the Current Balance Sheet, except as set forth on Schedule 3.10, Paragren the Company has not (except as expressly permitted or required by the terms of this Agreement): (a) issued, sold, pledged, disposed of, encumbered, or authorized the issuance, sale, pledge, disposition, grant or encumbrance of any shares of its capital stock stock, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of such capital stock stock, or any other ownership interest in Paragrenof the Company; (b) declared, set aside, made, made or paid any dividend or other distribution payable in cash, stock, property or otherwise of or with respect to its capital stock stock, or other securities, or reclassified, combined, split, subdivided or redeemed, purchased or otherwise acquired, directly or indirectly, any of its capital stock stock, or other securities; (c) paid any bonus to or increased the rate of compensation of any of its officers officers, partners, or employees salaried employees, or amended any other terms of employment or engagement of such persons except in the ordinary course of business consistent with past practicepersons; (d) sold, leased or transferred any of its properties or assets or acquired any interest in any corporation, partnership or other business, business organization or division thereof or properties or assets other than in the ordinary course of business consistent with past practice; (e) made or obligated itself to make expenditures in excess of $100,000capital expenditures; (f) made any payment in respect of, or otherwise discharged or satisfied, any claims, of its liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise) other than in the ordinary course of business consistent with past practice; (g) except in the ordinary course of business consistent with past practice, incurred any obligations or liabilities (including, without limitation, any indebtedness for borrowed money, issuance of any debt securities, or the assumption, guarantee, or endorsement of the obligations of any Person), or entered into any transaction or series of transactions involving in excess of $50,000, except for this Agreement and the transactions contemplated hereby; (h) suffered any theft, damage, destruction or casualty loss not covered by insurance in excess of $50,00010,000 in the aggregate; (i) suffered any extraordinary losses (whether or not covered by insurance) in excess of $50,000); (j) waived, canceled, compromised or released any rights having a value in excess of $50,00010,000 in the aggregate; (k) made or adopted any change in its accounting practices practice or policies; (l) made any adjustment to its books and records other than in respect of the conduct of its business activities in the ordinary course consistent with past practice; (m) entered into any transaction with with, or made any shareholder payment or distributed any assets to, the Shareholders, or any Affiliate of Paragren the Company or any of any shareholder the Shareholders, other than in the ordinary course of Paragren, or of any shareholder of Paragrenbusiness consistent with past practice; (n) entered into any employment or consulting agreement that is not terminable at Closing without any liability or obligation; (o) terminated, amended or modified any agreement involving an amount in excess of $50,000 10,000 in the aggregate; (p) imposed granted or permitted to exist any security interest or other Lien on any of its assets; (q) delayed paying any account payable beyond 60 days following the date on which it is due and payablepayable except to the extent being contested in good faith; (r) made or pledged any charitable contributions in excess of $10,000contributions; (s) acquired (including, without limitation, for cash or shares of stock, by merger, consolidation, or acquisition of stock or assets) any interest in any corporation, partnership or other business organization or division thereof or any assets, or made any investment either by purchase of stock or securities, contributions of property, or transfer of capital; (t) increased or decreased prices charged to customers, or taken any actions which might reasonably result in any material loss of customers; (u) entered into any other transaction or been subject to any event which has or is may reasonably be expected to have a Material Adverse Effect on Paragrenthe Company; or (tv) agreed to do or authorized any of the foregoing.

CHANGES SINCE THE CURRENT BALANCE SHEET DATE. Since the date of the Current Balance Sheet, except as set forth on Schedule 3.10, Paragren neither CSIL nor either Seller (i) has not (except as expressly permitted or required by the terms of this Agreement): (a) issued, sold, pledged, disposed of, encumbered, or authorized the issuance, sale, pledge, disposition, grant or encumbrance of issued any shares of its capital stock or any options, warrants, convertible securities or other rights of any kind to acquire any shares of such capital stock or any other ownership interest in Paragrensecurities; (bii) declared, set aside, made, or paid made any dividend or other distribution payable in cash, stock, property or otherwise of or with respect to its capital stock or other securities, securities or reclassified, combined, split, subdivided or redeemed, purchased or otherwise acquired, directly or indirectly, redeemed any of its capital stock or other securities; (ciii) paid any bonus to or increased the rate of compensation of any of its officers or salaried employees or amended any other terms of employment or engagement of such persons persons, except in the ordinary course of business consistent with past practicebusiness; (div) sold, leased or transferred any of its properties or assets other than in the ordinary course of business and not inconsistent with past practice; (v) made or acquired obligated itself to make capital expenditures out of the ordinary course of business consistent with past practice; (vi) made any interest payment in any corporation, partnership or other business, business organization or division thereof or properties or assets respect of its liabilities other than in the ordinary course of business consistent with past practice; (evii) made or obligated itself to make expenditures in excess of $100,000; (f) made any payment in respect of, or otherwise discharged or satisfied, any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise) other than in the ordinary course of business consistent with past practice; (g) except in the ordinary course of business incurred any obligations or liabilities (including, without limitation, including any indebtedness for borrowed money, issuance of any debt securities, or the assumption, guarantee, or endorsement of the obligations of any Person), indebtedness) or entered into any transaction or series of transactions involving in excess out of $50,000the ordinary course of business, except for this Agreement and the transactions contemplated hereby; (hviii) suffered any theft, damage, destruction or casualty loss in excess of $50,000loss, not covered by insurance and for which a timely claim was filed; (iix) suffered any extraordinary losses (whether or not covered by insurance) in excess of $50,000); (jx) waived, canceled, compromised or released any rights having a value in excess of $50,000rights; (kxi) made or adopted any change in its accounting practices practice or policies; (lxii) made any adjustment to its books and records other than in respect of the conduct of its business activities in the ordinary course consistent with past practice; (mxiii) entered into any transaction with any shareholder or any Affiliate of Paragren or of any shareholder of Paragren, or of any shareholder of ParagrenAffiliate; (nxiv) entered into any employment or consulting agreement that is not terminable at Closing without any liability or obligationagreement, except in the ordinary course of business; (oxv) terminated, amended or modified any agreement involving an amount in excess of $50,000 in the aggregateagreement; (pxvi) imposed any security interest or other Lien on any of its assetsthe Assets; (qxvii) delayed paying any account accounts payable beyond 60 days following the date on which it is due and payable; (rxviii) made failed to order any inventory or pledged any charitable contributions in excess supplies necessary for the operation of $10,000the Business at the Coral Springs Facility; (sxix) entered into any other transaction or been subject to any event which has or is expected to may have a Material Adverse Effect on Paragrenthe Business; (xx) made any distributions to partners or shareholders of cash, assets or property of any type; or (txxi) agreed to do or authorized any of the foregoing.

CHANGES SINCE THE CURRENT BALANCE SHEET DATE. Since the date of the Current Balance Sheet, except as set forth on Schedule 3.10, Paragren the Company has operated in the ordinary course of business and has not (except as expressly permitted or required by the terms of this Agreement): (ai) issued, sold, pledged, disposed of, encumbered, or authorized the issuance, sale, pledge, disposition, grant or encumbrance of issued any shares of its capital stock or any options, warrants, convertible securities membership interests or other rights of any kind to acquire any shares of such capital stock or any other ownership interest in Paragrensecurities; (bii) declared, set aside, made, or paid made any dividend or other distribution payable in cash, stock, property or otherwise of or with respect to its capital stock membership interests or other securities, securities or reclassified, combined, split, subdivided or redeemed, purchased or otherwise acquired, directly or indirectly, redeemed any of its capital stock membership interests or other securities; (ciii) paid any bonus to or increased the rate of compensation of any of its officers or salaried employees or amended any other terms of employment or engagement of such persons except in the ordinary course of business consistent with past practicepersons; (div) sold, leased or transferred any of its properties or assets or acquired any interest in any corporation, partnership or other business, business organization or division thereof or properties or assets other than in the ordinary course of business consistent with past practicepractices; (ev) made or obligated itself to make capital expenditures in excess out of $100,000the ordinary course of business consistent with past practices; (fvi) made any payment in respect of, or otherwise discharged or satisfied, any claims, of its liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise) other than in the ordinary course of business consistent with past practicepractices; (gvii) except in the ordinary course of business incurred any obligations or liabilities (including, without limitation, including any indebtedness for borrowed money, issuance of any debt securities, or the assumption, guarantee, or endorsement of the obligations of any Person), Indebtedness) or entered into any transaction or series of transactions involving in excess of Ten Thousand Dollars ($50,00010,000) in the aggregate out of the ordinary course of business, consistent with past practices except for this Agreement and the transactions contemplated hereby; (hviii) suffered any theft, damage, destruction or casualty loss loss, not covered by insurance and for which a timely claim was filed, in excess of Ten Thousand Dollars ($50,00010,000) in the aggregate; (iix) suffered any extraordinary losses (whether or not covered by insurance) in excess of $50,000); (jx) waived, canceled, compromised or released any rights having a value in excess of Ten Thousand Dollars ($50,00010,000) in the aggregate; (kxi) made or adopted any change in its accounting practices practice or policies; (lxii) made any adjustment to its books and records other than in respect of the conduct of its business activities in the ordinary course consistent with past practicepractices; (mxiii) entered into any transaction with any shareholder or any Affiliate of Paragren or of any shareholder of Paragren, or of any shareholder of ParagrenAffiliate; (nxiv) entered into any employment or consulting agreement that is not terminable at Closing without any liability or obligationagreement; (oxv) entered into, terminated, amended or modified any agreement involving an amount in excess of Ten Thousand Dollars ($50,000 in the aggregate10,000); (pxvi) imposed any security interest or other Lien on any of its assets; (qxvii) delayed paying any account accounts payable beyond 60 days following the date on which it is are due and payablepayable except to the extent being contested in good faith; (rxviii) made or pledged any charitable contributions contribution in excess of Five Thousand Dollars ($10,0005,000); (sxix) entered into any other transaction or been subject to any event which has or is expected to may have a Material Adverse Effect on Paragrenthe Company; (xx) acquired any interest in any corporation, partnership or other venture; (xxi) made any loans to any third party or employee except in the ordinary course of business consistent with past practices; or (txxii) agreed to do or authorized any of the foregoing.

CHANGES SINCE THE CURRENT BALANCE SHEET DATE. Since the date of the Current Balance Sheet, except as set forth on Schedule 3.10, Paragren the Company has operated in the ordinary course of business and has not (except as expressly permitted or required by the terms of this Agreement): (ai) issued, sold, pledged, disposed of, encumbered, or authorized the issuance, sale, pledge, disposition, grant or encumbrance of issued any shares of its capital stock or any options, warrants, convertible securities membership interests or other rights of any kind to acquire any shares of such capital stock or any other ownership interest in Paragrensecurities; (bii) declared, set aside, made, or paid made any dividend or other distribution payable in cash, stock, property or otherwise of or with respect to its capital stock membership interests or other securities, securities or reclassified, combined, split, subdivided or redeemed, purchased or otherwise acquired, directly or indirectly, redeemed any of its capital stock membership interests or other securities; (ciii) paid any bonus to or increased the rate of compensation of any of its officers or employees or amended any other terms of employment or engagement of such persons except in the ordinary course of business consistent with past practicepersons; (div) sold, leased or transferred any of its properties or assets or acquired any interest in any corporation, partnership or other business, business organization or division thereof or properties or assets other than in the ordinary course of business consistent with past practicepractices; (ev) made or obligated itself to make capital expenditures in excess out of $100,000the ordinary course of business consistent with past practices; (fvi) made any payment in respect of, or otherwise discharged or satisfied, any claims, of its liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise) other than in the ordinary course of business consistent with past practicepractices; (gvii) except in the ordinary course of business incurred any obligations or liabilities (including, without limitation, including any indebtedness for borrowed money, issuance of any debt securities, or the assumption, guarantee, or endorsement of the obligations of any Person), Indebtedness) or entered into any transaction or series of transactions involving in excess of Ten Thousand Dollars ($50,00010,000) in the aggregate out of the ordinary course of business, consistent with past practices except for this Agreement and the transactions contemplated hereby; (hviii) suffered any theft, damage, destruction or casualty loss in excess loss, (whether or not covered by insurance) of $50,000its assets; (iix) suffered any extraordinary losses (whether or not covered by insurance) in excess of $50,000); (jx) waived, canceled, compromised or released any rights having a value in excess of $50,000rights; (kxi) made or adopted any change in its accounting practices practice or policies; (lxii) made any adjustment to its books and records other than in respect of the conduct of its business activities in the ordinary course consistent with past practicepractices; (mxiii) entered into any transaction with any shareholder or any Affiliate of Paragren or of any shareholder of Paragren, or of any shareholder of ParagrenAffiliate; (nxiv) entered into any employment or consulting agreement that is not terminable at Closing without any liability or obligationagreement; (oxv) entered into, terminated, amended or modified any agreement involving an amount in excess of $50,000 in the aggregateagreement; (pxvi) imposed any security interest or other Lien on any of its assets; (qxvii) delayed paying any account accounts payable beyond 60 days following the date on which it is are due and payablepayable except to the extent being contested in good faith; (rxviii) made or pledged any charitable contributions in excess of $10,000contribution; (sxix) entered into any other transaction or been subject to any event which has or is expected to may have a Material Adverse Effect on Paragrenthe Company, the Business or the Purchased Assets; (xx) acquired any interest in any corporation, partnership or other venture; (xxi) made any loans to any third party or employee except in the ordinary course of business consistent with past practices; or (txxii) agreed to do or authorized any of the foregoing.

CHANGES SINCE THE CURRENT BALANCE SHEET DATE. Since Except as disclosed in Schedule 4.10, since the date of the Current Balance Sheet, except as set forth on Schedule 3.10, Paragren neither the Company nor any Subsidiary has not (except as expressly permitted or required by the terms of this Agreement): (ai) issued, sold, pledged, disposed of, encumbered, or authorized the issuance, sale, pledge, disposition, grant or encumbrance of issued any shares of its capital stock or any options, warrants, convertible securities or other rights of any kind to acquire any shares of such capital stock or any other ownership interest in Paragrensecurities; (bii) declared, set aside, made, or paid made any dividend or other distribution payable in cash, stock, property or otherwise of or with respect to its capital stock or other securities, securities or reclassified, combined, split, subdivided or redeemed, purchased or otherwise acquired, directly or indirectly, redeemed any of its capital stock or other securities; (ciii) paid any bonus to or increased the rate of compensation of any of its officers or salaried employees or amended any other terms of employment or engagement of such persons except in the ordinary course of business consistent with past practicepersons; (div) sold, leased or transferred any of its properties or assets or acquired any interest in any corporation, partnership or other business, business organization or division thereof or properties or assets other than in the ordinary course of business consistent with past practice; (ev) made or obligated itself to make capital expenditures in excess out of $100,000the ordinary course of business consistent with past practice; (fvi) made any payment in respect of, or otherwise discharged or satisfied, any claims, of its liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise) other than in the ordinary course of business consistent with past practice; (gvii) except in the ordinary course of business incurred any obligations or liabilities (including, without limitation, including any indebtedness for borrowed money, issuance of any debt securities, or the assumption, guarantee, or endorsement of the obligations of any Person), indebtedness) or entered into any transaction or series of transactions involving in excess of $50,000100,000 in the aggregate out of the ordinary course of business, except for this Agreement and the transactions contemplated hereby; (hviii) suffered any theft, damage, destruction or casualty loss loss, not covered by insurance and for which a timely claim was filed, in excess of $50,000100,000 in the aggregate; (iix) suffered any extraordinary losses (whether or not covered by insurance) in excess of $50,000); (jx) waived, canceled, compromised or released any rights having a value in excess of $50,000100,000 in the aggregate; (kxi) made or adopted any change in its accounting practices practice or policies; (lxii) made any adjustment to its books and records other than in respect of the conduct of its business activities in the ordinary course consistent with past practice; (mxiii) entered into any transaction with any shareholder or any Affiliate of Paragren or of any shareholder of Paragren, or of any shareholder of Paragren; (n) entered into any employment or consulting agreement that is not terminable at Closing without any liability or obligation; (o) terminated, amended or modified any agreement involving an amount in excess of $50,000 in the aggregate; (p) imposed any security interest or other Lien on any of its assets; (q) delayed paying any account payable beyond 60 days following the date on which it is due and payable; (r) made or pledged any charitable contributions in excess of $10,000; (s) entered into any other transaction or been subject to any event which has or is expected to have a Material Adverse Effect on Paragren; or (t) agreed to do or authorized any of the foregoing.entered

CHANGES SINCE THE CURRENT BALANCE SHEET DATE. Since Except as disclosed in Schedule 4.10, since the date of the Current Balance Sheet, except as set forth on Schedule 3.10, Paragren has not none of the Companies has: (except as expressly permitted or required by the terms of this Agreement): (a) issued, sold, pledged, disposed of, encumbered, or authorized the issuance, sale, pledge, disposition, grant or encumbrance of any shares of its capital stock or any options, warrants, convertible securities or other rights of any kind to acquire any shares of such capital stock or any other ownership interest in Paragren; (b) declared, set aside, made, or paid any dividend or other distribution payable in cash, stock, property or otherwise of or with respect to its capital stock or other securities, or reclassified, combined, split, subdivided or redeemed, purchased or otherwise acquired, directly or indirectly, any of its capital stock or other securities; (c) paid any bonus to or increased the rate of compensation of any of its officers or employees or amended any other terms of employment or engagement of such persons except in the ordinary course of business consistent with past practice; (di) sold, leased or transferred any of its properties or assets or acquired any interest in any corporation, partnership or other business, business organization or division thereof or properties or assets other than in the ordinary course of business consistent with past practice; (e) made or obligated itself to make expenditures in excess of $100,000; (fii) made any payment in respect of, or otherwise discharged or satisfied, any claims, of its liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise) other than in the ordinary course of business consistent with past practice; (giii) except in the ordinary course of business incurred any obligations or liabilities (including, without limitation, including any indebtedness for borrowed money, issuance of any debt securities, or the assumption, guarantee, or endorsement of the obligations of any Person), indebtedness) or entered into any transaction or series of transactions involving in excess of $50,00010,000 in the aggregate out of the ordinary course of business, except for this Agreement and the transactions contemplated hereby; (hiv) suffered any theft, damage, destruction or casualty loss loss, not covered by insurance and for which a timely claim was filed, in excess of $50,00010,000 in the aggregate; (iv) suffered any extraordinary losses (whether or not covered by insurance) in excess of $50,000); (jvi) waived, canceledcancelled, compromised or released any rights having a value in excess of $50,00010,000 in the aggregate; (kvii) made or adopted any change in its accounting practices or policies; (lviii) made any adjustment to its books and records other than in respect of the conduct of its business activities in the ordinary course of business consistent with past practice; (mix) entered into any transaction with any shareholder or any Affiliate other than intercompany transactions in the ordinary course of Paragren or of any shareholder of Paragren, or of any shareholder of Paragrenbusiness consistent with past practice; (nx) entered into any employment or consulting agreement that is not terminable at Closing without any liability or obligationagreement; (oxi) terminated, amended or modified any agreement involving an amount in excess of $50,000 in the aggregate50,000; (pxii) imposed any security interest or other Lien on any of its assetsassets other than in the ordinary course of business consistent with past practice; (qxiii) delayed paying any account payable beyond 60 days following the date on which it is due and payablepayable except to the extent being contested in good faith and except in the ordinary course of its business consistent with past practice; or (rxiv) made or pledged any charitable contributions contribution other than in excess the ordinary course of $10,000; (s) entered into any other transaction or been subject to any event which has or is expected to have a Material Adverse Effect on Paragren; or (t) agreed to do or authorized any of the foregoingbusiness consistent with past practice.

CHANGES SINCE THE CURRENT BALANCE SHEET DATE. Since Except as disclosed in Schedule 3.10, since the date of the Current Balance Sheet, except as set forth on Schedule 3.10, Paragren has not (except as expressly permitted or required by neither the terms of this Agreement): (a) issued, sold, pledged, disposed of, encumbered, or authorized the issuance, sale, pledge, disposition, grant or encumbrance of Company nor any shares of its consolidated subsidiaries has (i) issued any capital stock or any options, warrants, convertible securities or other rights of any kind to acquire any shares of such capital stock or any other ownership interest in Paragrensecurities; (bii) declared, set aside, made, or paid made any dividend or other distribution payable in cash, stock, property or otherwise of or with respect to its capital stock or other securities, securities or reclassified, combined, split, subdivided or redeemed, purchased or otherwise acquired, directly or indirectly, redeemed any of its capital stock or other securities; (ciii) paid any bonus to or increased the rate of compensation of any of its officers or salaried employees or amended any other terms of employment or engagement of such persons except in the ordinary course of business consistent with past practice; (div) sold, leased or transferred any of its properties or assets or acquired any interest in any corporation, partnership or other business, business organization or division thereof or properties or assets other than in the ordinary course of business consistent with past practice; (ev) made or obligated itself to make capital expenditures in excess out of $100,000the ordinary course of business consistent with past practice; (fvi) made any payment in respect of, or otherwise discharged or satisfied, any claims, of its liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise) other than in the ordinary course of business consistent with past practice; (gvii) except in the ordinary course of business incurred any obligations or liabilities (including, without limitation, including any indebtedness for borrowed money, issuance of any debt securities, or the assumption, guarantee, or endorsement of the obligations of any Person), indebtedness) or entered into any transaction or series of transactions involving in excess of $50,00025,000 in the aggregate out of the ordinary course of business, except for this Agreement and the transactions contemplated hereby; (hviii) suffered any theft, damage, destruction or casualty loss loss, not covered by insurance and for which a timely claim was filed, in excess of $50,00025,000 in the aggregate; (iix) suffered any extraordinary losses (whether or not covered by insurance) in excess of $50,000); (jx) waived, canceledcancelled, compromised or released any rights having a value in excess of $50,00025,000 in the aggregate; (kxi) made or adopted any change in its accounting practices practice or policiespolicies not consistent with GAAP; (lxii) made any adjustment to its books and records other than in respect of the conduct of its business activities in the ordinary course consistent with past practice; (mxiii) entered into any transaction with any shareholder or any Affiliate other than intercompany transactions in the ordinary course of Paragren or of any shareholder of Paragren, or of any shareholder of Paragrenbusiness consistent with past practice; (nxiv) entered into any employment or consulting agreement that is not terminable at Closing without any liability or obligationagreement; (oxv) terminated, amended or modified any agreement involving an amount in excess of $50,000 in the aggregate25,000; (pxvi) imposed any security interest or other Lien on any of its assetsassets other than in the ordinary course of business consistent with past practice; (qxvii) delayed paying any account accounts payable beyond 60 days following the date on which it is due and payablepayable except to the extent being contested in good faith; (rxviii) made or pledged any charitable contributions contribution other than in excess the ordinary course of $10,000business consistent with past practice; (sxix) entered into any other transaction or been subject to any event which has or is expected to may have a Material Adverse Effect on Paragrenthe Company; or (txx) agreed to do or authorized any of the foregoing.

CHANGES SINCE THE CURRENT BALANCE SHEET DATE. Since Except as disclosed in Schedule 3.10, and except as contemplated by Section 6.16 hereof, between the date of the Current Balance Sheet, except as set forth on Schedule 3.10, Paragren Sheet and the date hereof HouTex has not (except as expressly permitted or required by the terms of this Agreement): (ai) issued, sold, pledged, disposed of, encumbered, or authorized the issuance, sale, pledge, disposition, grant or encumbrance of issued any shares of its capital stock or any options, warrants, convertible securities or other rights of any kind to acquire any shares of such capital stock or any other ownership interest in Paragrensecurities; (bii) declared, set aside, made, or paid made any dividend or other distribution payable in cash, stock, property or otherwise of or with respect to its capital stock or other securities, securities or reclassified, combined, split, subdivided or redeemed, purchased or otherwise acquired, directly or indirectly, redeemed any of its capital stock or other securities; (ciii) paid any bonus to or increased the rate of compensation of any of its officers or salaried employees or amended any other terms of employment or engagement of such persons except in the ordinary course of business consistent with past practicepersons; (div) sold, leased or transferred any of its properties or assets or acquired any interest in any corporation, partnership or other business, business organization or division thereof or properties or assets other than in the ordinary course of business consistent with past practice; (ev) made or obligated itself to make capital expenditures in excess out of $100,000the ordinary course of business consistent with past practice; (fvi) made any payment in respect of, or otherwise discharged or satisfied, any claims, of its liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise) other than in the ordinary course of business consistent with past practice; (gvii) except in the ordinary course of business incurred any obligations or liabilities (including, without limitation, including any indebtedness for borrowed money, issuance of any debt securities, or the assumption, guarantee, or endorsement of the obligations of any Person), indebtedness) or entered into any transaction or series of transactions involving in excess of $50,00010,000 in the aggregate out of the ordinary course of business, except for this Agreement and the transactions contemplated hereby; (hviii) suffered any theft, damage, destruction or casualty loss loss, not covered by insurance and for which a timely claim was filed, in excess of $50,00010,000 in the aggregate; (iix) suffered any extraordinary losses (whether or not covered by insurance) in excess of $50,000); (jx) waived, canceledcancelled, compromised or released any rights having a value in excess of $50,00010,000 in the aggregate; (kxi) made or adopted any change in its accounting practices practice or policies; (lxii) made any adjustment to its books and records other than in respect of the conduct of its business activities in the ordinary course consistent with past practice; (mxiii) entered into any transaction with any shareholder or any Affiliate other than intercompany transactions in the ordinary course of Paragren or of any shareholder of Paragren, or of any shareholder of Paragrenbusiness consistent with past practice; (nxiv) entered into any employment or consulting agreement that is not terminable at Closing without any liability or obligationagreement; (oxv) terminated, amended or modified any agreement involving an amount in excess of $50,000 in the aggregate10,000; (pxvi) imposed any security interest or other Lien on any of its assetsassets other than in the ordinary course of business consistent with past practice; (qxvii) delayed paying any account accounts payable beyond 60 days following the date on which it is due and payablepayable except to the extent being contested in good faith; (rxviii) made or pledged any charitable contributions contribution other than in excess the ordinary course of $10,000business consistent with past practice; (sxix) entered into any other transaction or been subject to any event which has or is expected to may have a Material Adverse Effect on ParagrenHouTex; or (txx) agreed to do or authorized any of the foregoing.

CHANGES SINCE THE CURRENT BALANCE SHEET DATE. Since the date of the Current Balance Sheet, except as set forth on Schedule 3.10, Paragren neither of the Companies has not (except as expressly permitted or required by the terms of this Agreement): (ai) issued, sold, pledged, disposed of, encumbered, or authorized the issuance, sale, pledge, disposition, grant or encumbrance of issued any shares of its capital stock or any options, warrants, convertible securities or other rights of any kind to acquire any shares of such capital stock or any other ownership interest in Paragrensecurities; (bii) declared, set aside, made, or paid made any dividend or other distribution payable in cash, stock, property or otherwise of or with respect to its capital stock or other securities, securities or reclassified, combined, split, subdivided or redeemed, purchased or otherwise acquired, directly or indirectly, redeemed any of its capital stock or other securities; (ciii) paid any bonus to or increased the rate of compensation of any of its officers or salaried employees or amended any other terms of employment or engagement of such persons except in the ordinary course of business consistent with past practicepersons; (div) sold, leased or transferred any of its properties or assets or acquired any interest in any corporation, partnership or other business, business organization or division thereof or properties or assets other than in the ordinary course of business consistent with past practice; (ev) made or obligated itself to make capital expenditures in excess out of $100,000the ordinary course of business consistent with past practice; (fvi) made any payment in respect of, or otherwise discharged or satisfied, any claims, of its liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise) other than in the ordinary course of business consistent with past practice; (gvii) except in the ordinary course of business incurred any obligations or liabilities (including, without limitation, including any indebtedness for borrowed money, issuance of any debt securities, or the assumption, guarantee, or endorsement of the obligations of any Person), indebtedness) or entered into any transaction or series of transactions involving in excess of $50,00010,000 in the aggregate out of the ordinary course of business, except for this Agreement and the transactions contemplated hereby; (hviii) suffered any theft, damage, destruction or casualty loss loss, not covered by insurance and for which a timely claim was filed, in excess of $50,00010,000 in the aggregate; (iix) suffered any extraordinary losses (whether or not covered by insurance) in excess of $50,000); (jx) waived, canceled, compromised or released any rights having a value in excess of $50,00010,000 in the aggregate; (kxi) made or adopted any change in its accounting practices practice or policies; (lxii) made any adjustment to its books and records other than in respect of the conduct of its business activities in the ordinary course consistent with past practice; (mxiii) entered into any transaction with any shareholder or any Affiliate other than intercompany transactions in the ordinary course of Paragren or of any shareholder of Paragren, or of any shareholder of Paragrenbusiness consistent with past practice; (nxiv) entered into any employment or consulting agreement that is not terminable at Closing without any liability or obligationagreement; (oxv) terminated, amended or modified in any material respect any agreement involving an amount in excess of $50,000 in the aggregate10,000; (pxvi) imposed any security interest or other Lien on any of its assetsassets other than in the ordinary course of business consistent with past practice; (qxvii) delayed paying any account accounts payable beyond 60 days following the date on which it is are due and payablepayable except to the extent being contested in good faith; (rxviii) made or pledged any charitable contributions contribution in excess of $10,0005,000; (sxix) entered into any other transaction or or, been subject to any event which has or is expected to may have a Material Adverse Effect on Paragrenany of the Companies; or (txx) agreed to do or authorized any of the foregoing.

CHANGES SINCE THE CURRENT BALANCE SHEET DATE. Since the date of the Current Balance Sheet, except as set forth on Schedule 3.10, Paragren the Company has not operated in the ordinary course of business and has not: (except as expressly permitted or required by the terms of this Agreement): (ai) issued, sold, pledged, disposed of, encumbered, or authorized the issuance, sale, pledge, disposition, grant or encumbrance of issued any shares of its capital stock or any options, warrants, convertible securities or other rights of any kind to acquire any shares of such capital stock or any other ownership interest in Paragrensecurities; (bii) declared, set aside, made, or paid made any dividend or other distribution payable in cash, stock, property or otherwise of or with respect to its capital stock or other securities, securities or reclassified, combined, split, subdivided or redeemed, purchased or otherwise acquired, directly or indirectly, redeemed any of its capital stock or other securities; (ciii) except as set forth on SCHEDULE 5.8(iii), paid any bonus to or increased the rate of compensation of any of its officers or salaried employees or amended any other terms of employment or engagement of such persons except in the ordinary course of business consistent with past practicepersons; (div) sold, leased or transferred any of its properties or assets or acquired any interest in any corporation, partnership or other business, business organization or division thereof or properties or assets other than in the ordinary course of business consistent with past practice, except as set forth on SCHEDULE 5.8(iv); (ev) made or obligated itself to make capital expenditures in excess of $100,00050,000 except in the ordinary course of business consistent with past practice; (fvi) made any payment in respect of, or otherwise discharged or satisfied, any claims, of its liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise) other than in the ordinary course of business consistent with past practice; (gvii) except in the ordinary course of business incurred any obligations or liabilities (includingincluding any indebtedness) other than amounts borrowed after June 30, without limitation, any indebtedness for borrowed money, issuance of any debt securities, or the assumption, guarantee, or endorsement of the obligations of any Person), 1998 to fund new equipment purchases or entered into any transaction or series of transactions involving in excess of $50,00010,000.00 in the aggregate out of the ordinary course of business, except for this Agreement and the transactions contemplated herebyhereby and as set forth on SCHEDULE 5.9; (hviii) suffered any theft, damage, destruction or casualty loss loss, not covered by insurance and for which a timely claim was filed, in excess of $50,00010,000.00 in the aggregate; (iix) suffered any extraordinary losses (whether or not covered by insurance) in excess of $50,000); (jx) waived, canceled, compromised or released any rights except in the ordinary course having a value in excess of $50,00010,000.00 in the aggregate; (kxi) made or adopted any change in its accounting practices practice or policies; (lxii) made any adjustment to its books and records other than in respect of the conduct of its business activities in the ordinary course consistent with past practice; (mxiii) entered into any transaction with any shareholder or any Affiliate other than intercompany transactions in the ordinary course of Paragren or of any shareholder of Paragren, or of any shareholder of Paragrenbusiness consistent with past practice; (nxiv) entered into any employment or consulting agreement that is not terminable at Closing without any liability or obligationagreement; (oxv) terminated, amended or modified any agreement involving an amount in excess of $50,000 in the aggregate10,000.00; (pxvi) imposed any security interest or other Lien on any of its assetsassets other than in the ordinary course of business consistent with past practice; (qxvii) delayed paying any account accounts payable beyond 60 days following the date on which it is are due and payablepayable except to the extent being contested in good faith; (rxviii) made or pledged any charitable contributions contribution in excess of $10,0001,000; (sxix) entered into any other transaction or been subject to any event which has or is expected to may have a Material Adverse Effect on Paragrenthe Company; or (txx) agreed to do or authorized any of the foregoing.

CHANGES SINCE THE CURRENT BALANCE SHEET DATE. Since the date of the its Current Balance SheetSheet included in the Financial Statements, except as set forth on Schedule 3.10, Paragren no Acquired Entity has not (except as expressly permitted or required by the terms of this Agreement): (a) issued, sold, pledged, disposed of, encumbered, or authorized the issuance, sale, pledge, disposition, grant or encumbrance of any shares of its capital stock or any options, warrants, convertible securities or other rights of any kind to acquire any shares of such capital stock or any other ownership interest in Paragrenof such Acquired Entity; (b) declared, set aside, made, or paid any dividend or other distribution payable in cash, stock, property or otherwise of or with respect to its capital stock or other securities, or reclassified, combined, split, subdivided or redeemed, purchased or otherwise acquired, directly or indirectly, any of its capital stock or other securities; (c) paid any bonus to or increased the rate of compensation of any of its officers or officers, salaried employees or amended any other terms of employment or engagement of such persons except in the ordinary course of business consistent with past practicepersons; (d) sold, leased or transferred any of its properties or assets or acquired any interest in any corporation, partnership or other business, business organization or division thereof or properties or assets other than in the ordinary course of business consistent with past practice; (e) made or obligated itself to make capital expenditures in excess out of $100,000the ordinary course of business consistent with past practice; (f) made any payment in respect of, or otherwise discharged or satisfied, any claims, of its liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise) other than in the ordinary course of business consistent with past practice; (g) except in the ordinary course of business business, incurred any obligations or liabilities (including, without limitation, any indebtedness for borrowed money, issuance of any debt securities, or the assumption, guarantee, or endorsement of the obligations of any Person), ) or entered into any transaction or series of transactions involving in excess of $50,00025,000 in the aggregate, except for this Agreement and the transactions contemplated hereby; (h) suffered any theft, damage, destruction or casualty loss loss, whether or not covered by insurance, in excess of $50,00025,000 in the aggregate; (i) suffered any extraordinary losses (whether or not covered by insurance) in excess of $50,000); (j) waived, canceled, compromised or released any rights having a value in excess of $50,00025,000 in the aggregate; (k) made or adopted any change in its accounting practices practice or policies; (l) made any adjustment to its books and records other than in respect of the conduct of its business activities in the ordinary course consistent with past practice; (m) entered into any transaction with any shareholder the Shareholder or any Affiliate of Paragren any of the Acquired Entities or of any shareholder of Paragrenthe Shareholder, or of any shareholder of Paragren; (n) entered into any employment or consulting agreement that is not terminable at Closing without any liability or obligation; (o) terminated, amended or modified any agreement involving an amount in excess of $50,000 25,000 in the aggregate; (p) imposed any security interest or other Lien on any of its assetsassets other than in the ordinary course of business consistent with past practice; (q) delayed paying any account payable beyond 60 45 days following the date on which it is due and payablepayable except to the extent being contested in good faith; (r) made or pledged any charitable contributions in excess of $10,00025,000 in the aggregate; (s) acquired (including, without limitation, for cash or shares of stock, by merger, consolidation, or acquisition of stock or assets) any interest in any corporation, partnership or other business organization or division thereof or any assets, or made any investment either by purchase of stock or securities, contributions or property transfer of capital other than as permitted or provided in this Agreement; (t) increased or decreased prices charged to customers, except in the ordinary course of business consistent with past practice, materially increased or decreased the average monthly New Parts and Accessories Inventory, Other Parts and Accessories Inventory, New Vehicle Inventory or Other Vehicle Inventory, other than in the ordinary course of business consistent with past practice, ordered any New Vehicle Inventory from the Factory which would be inconsistent with the prior practices of the Acquired Entity, or taken any actions which might reasonably result in any material loss of customers; (u) entered into any other transaction or been subject to any event which has or is may reasonably be expected to have a Material Adverse Effect on Paragrensuch Acquired Entity; or (tv) agreed to do or authorized any of the foregoing.

CHANGES SINCE THE CURRENT BALANCE SHEET DATE. Since the date of the Current Balance SheetSheet of the Company, except as set forth on Schedule 3.10, Paragren the Company has not (except as expressly permitted or required by the terms of this Agreement): (ai) issued, sold, pledged, disposed of, encumbered, or authorized the issuance, sale, pledge, disposition, grant or encumbrance of issued any shares of its capital stock or any options, warrants, convertible securities or other rights of any kind to acquire any shares of such capital stock or any other ownership interest in Paragrensecurities; (bii) declared, set aside, made, or paid made any dividend or other distribution payable in cash, stock, property or otherwise of or with respect to its capital stock or other securities, securities or reclassified, combined, split, subdivided or redeemed, purchased or otherwise acquired, directly or indirectly, redeemed any of its capital stock or other securities; (ciii) paid any bonus to or increased the rate of compensation of any of its officers or salaried employees or amended any other terms of employment or engagement of such persons except in the ordinary course of business consistent with past practicepersons; (div) sold, leased or transferred any of its properties or assets or acquired any interest in any corporation, partnership or other business, business organization or division thereof or properties or assets other than in the ordinary course of business consistent with past practice; (ev) made or obligated itself to make capital expenditures in excess out of $100,000the ordinary course of business consistent with past practice; (fvi) made any payment in respect of, or otherwise discharged or satisfied, any claims, of its liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise) other than in the ordinary course of business consistent with past practice; (gvii) except in the ordinary course of business incurred any obligations or liabilities (including, without limitation, including any indebtedness for borrowed money, issuance of any debt securities, or the assumption, guarantee, or endorsement of the obligations of any Person), indebtedness) or entered into any transaction or series of transactions involving in excess of $50,00025,000 in the aggregate out of the ordinary course of business, except for this Agreement and the transactions contemplated hereby; (hviii) suffered any theft, damage, destruction or casualty loss loss, not covered by insurance and for which a timely claim was filed, in excess of $50,00025,000 in the aggregate; (iix) suffered any extraordinary losses (whether or not covered by insurance) in excess of $50,000); (jx) waived, canceled, compromised or released any rights having a value in excess of $50,00025,000 in the aggregate; (kxi) made or adopted any change in its accounting practices practice or policies; (lxii) made any adjustment to its books and records other than in respect of the conduct of its business activities in the ordinary course consistent with past practice; (mxiii) entered into any transaction with any shareholder or any Affiliate other than intercompany transactions in the ordinary course of Paragren or of any shareholder of Paragren, or of any shareholder of Paragrenbusiness consistent with past practice; (nxiv) entered into any written employment agreement or consulting agreement that is not terminable any other employment agreements other than "at Closing without any liability or obligationwill" employment agreements; (oxv) terminated, amended or modified any agreement involving an amount in excess of $50,000 25,000, except in the aggregateordinary course of business; (pxvi) imposed any security interest or other Lien on any of its assetsassets other than in the ordinary course of business consistent with past practice; (qxvii) delayed paying any account accounts payable beyond 60 days following the date on which it is are due and payablepayable except to the extent being contested in good faith; (rxviii) made or pledged any charitable contributions contribution other than in excess the ordinary course of $10,000business consistent with past practice; (sxix) entered into any other transaction or been subject to any event which has or is expected to may have a Material Adverse Effect on Paragrenthe Company; or (txx) agreed to do or authorized any of the foregoing.

CHANGES SINCE THE CURRENT BALANCE SHEET DATE. Since the date of the respective Current Balance SheetSheet for each of the Schaxxxxx Xxxpanies, except as set forth on Schedule 3.10, Paragren none of the Schaxxxxx Xxxpanies has not (except as expressly permitted or required by the terms of this Agreement): (ai) issued, sold, pledged, disposed of, encumbered, or authorized the issuance, sale, pledge, disposition, grant or encumbrance of issued any shares of its capital stock or any options, warrants, convertible securities or other rights of any kind to acquire any shares of such capital stock or any other ownership interest in Paragrensecurities; (bii) declared, set aside, made, or paid made any dividend or other distribution payable in cash, stock, property or otherwise of or with respect to its capital stock or other securities, securities or reclassified, combined, split, subdivided or redeemed, purchased or otherwise acquired, directly or indirectly, redeemed any of its capital stock or other securities; (ciii) paid any bonus to or increased the rate of compensation of any of its officers or employees or amended any other terms of employment or engagement of such persons or, except in the ordinary course of business consistent with past practicepractices, salaried employees, or amended in any material respect any other terms of employment of such persons; (div) sold, leased or transferred any of its properties or assets or acquired any interest in any corporation, partnership or other business, business organization or division thereof or properties or assets other than in the ordinary course of business consistent with past practice; (ev) made or obligated itself to make capital expenditures in excess out of $100,000the ordinary course of business consistent with past practice; (fvi) made any payment in respect of, or otherwise discharged or satisfied, any claims, of its liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise) other than in the ordinary course of business consistent with past practice; (gvii) except in the ordinary course of business incurred any obligations or liabilities (including, without limitation, including any indebtedness for borrowed money, issuance of any debt securities, or the assumption, guarantee, or endorsement of the obligations of any Person), indebtedness) or entered into any transaction or series of transactions involving in excess of $50,00025,000 in the aggregate out of the ordinary course of business, except for this Agreement and the transactions contemplated hereby; (hviii) suffered any theft, damage, destruction or casualty loss loss, not covered by insurance and for which a timely claim was filed, in excess of $50,00025,000 in the aggregate; (iix) suffered any extraordinary losses (whether or not covered by insurance) in excess of $50,000); (jx) waived, canceledcancelled, compromised or released any rights having a value in excess of $50,00025,000 in the aggregate; (kxi) made or adopted any change in its accounting practices practice or policies; (lxii) made any adjustment to its books and records other than in respect of the conduct of its business activities in the ordinary course consistent with past practice; (mxiii) entered into any transaction with any shareholder or any Affiliate other than intercompany transactions in the ordinary course of Paragren or of any shareholder of Paragren, or of any shareholder of Paragrenbusiness consistent with past practice; (nxiv) entered into any employment or consulting agreement that is not terminable at Closing without any liability or obligationagreement; (oxv) terminated, amended or modified any agreement involving an amount in excess of $50,000 in the aggregate25,000; (pxvi) imposed any security interest or other Lien on any of its assetsassets other than in the ordinary course of business consistent with past practice; (qxvii) delayed paying any account accounts payable beyond 60 days following the date on which it is due and payablepayable except to the extent being contested in good faith; (rxviii) made or pledged any charitable contributions contribution other than in excess the ordinary course of $10,000business consistent with past practice; (sxix) entered into any other transaction or been subject to any event which has or is expected to may have a Material Adverse Effect on Paragrenany of the Schaxxxxx Xxxpanies; or (txx) agreed to do or authorized any of the foregoing.

CHANGES SINCE THE CURRENT BALANCE SHEET DATE. Since Except as disclosed in Schedule 3.10, since the date of the Current Balance Sheet, except as set forth on Schedule 3.10, Paragren Proler has not (except as expressly permitted or required by the terms of this Agreement): (ai) issued, sold, pledged, disposed of, encumbered, or authorized the issuance, sale, pledge, disposition, grant or encumbrance of issued any shares of its capital stock or any options, warrants, convertible securities Membership Interests or other rights of any kind to acquire any shares of such capital stock or any other ownership interest in Paragrensecurities; (bii) declared, set aside, made, or paid made any dividend or other distribution payable in cash, stock, property or otherwise of or with respect to its capital stock Membership Interests or other securities, securities or reclassified, combined, split, subdivided or redeemed, purchased or otherwise acquired, directly or indirectly, redeemed any of its capital stock or other securities; (ciii) paid any bonus to or increased the rate of compensation of any of its officers managers or salaried employees or amended any other terms of employment or engagement of such persons except in the ordinary course of business consistent with past practicepersons; (div) sold, leased or transferred any of its properties or assets or acquired any interest in any corporation, partnership or other business, business organization or division thereof or properties or assets other than in the ordinary course of business consistent with past practice; (ev) made or obligated itself to make capital expenditures in excess out of $100,000the ordinary course of business consistent with past practice; (fvi) made any payment in respect of, or otherwise discharged or satisfied, any claims, of its liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise) other than in the ordinary course of business consistent with past practice; (gvii) except in the ordinary course of business incurred any obligations or liabilities (including, without limitation, including any indebtedness for borrowed money, issuance of any debt securities, or the assumption, guarantee, or endorsement of the obligations of any Person), indebtedness) or entered into any transaction or series of transactions involving in excess of $50,00025,000 in the aggregate out of the ordinary course of business, except for this Agreement and the transactions contemplated hereby; (hviii) suffered any theft, damage, destruction or casualty loss loss, not covered by insurance and for which a timely claim was filed, in excess of $50,00025,000 in the aggregate; (iix) suffered any extraordinary losses (whether or not covered by insurance) in excess of $50,000); (jx) waived, canceled, compromised or released any rights having a value in excess of $50,00025,000 in the aggregate; (kxi) made or adopted any change in its accounting practices practice or policies; (lxii) made any adjustment to its books and records other than in respect of the conduct of its business activities in the ordinary course consistent with past practice; (mxiii) entered into any transaction with any shareholder or any Affiliate other than intercompany transactions in the ordinary course of Paragren or of any shareholder of Paragren, or of any shareholder of Paragrenbusiness consistent with past practice; (nxiv) entered into any employment or consulting agreement that is not terminable at Closing without any liability or obligationagreement; (oxv) terminated, amended or modified any agreement involving an amount in excess of $50,000 in the aggregate25,000; (pxvi) imposed any security interest or other Lien on any of its assetsassets other than in the ordinary course of business consistent with past practice; (qxvii) delayed paying any account payable beyond 60 days following the date on which it is due and payablepayable except to the extent being contested in good faith and except in the ordinary course of its business; (rxviii) made or pledged any charitable contributions contribution other than in excess the ordinary course of $10,000business consistent with past practice; (sxix) entered into any other transaction or been subject to any event which has or is expected to may have a Material Adverse Effect on ParagrenProler; or (txx) agreed to do or authorized any of the foregoing.

CHANGES SINCE THE CURRENT BALANCE SHEET DATE. Since the date of the Current Balance Sheet, there has been no Material Adverse Change and, except as set forth on Schedule 3.102.4, Paragren the Company has not (except as expressly permitted or required by the terms of this Agreement): not: (a) issued, sold, pledged, disposed ofof or encumbered its stock of any class or entered into any merger, encumberedconsolidation, exchange, or authorized the issuance, sale, pledge, disposition, grant or encumbrance of any shares of its capital stock or any options, warrants, convertible securities or other rights of any kind to acquire any shares of such capital stock or any other ownership interest in Paragrensimilar transaction; (b) declared, set aside, made, made or paid any dividend obligated itself to make capital expenditures out of the ordinary course consistent with past practice or other distribution payable in cash, stock, property or otherwise excess of or with respect to its capital stock or other securities, or reclassified, combined, split, subdivided or redeemed, purchased or otherwise acquired, directly or indirectly, any of its capital stock or other securities$25,000; (c) paid sold, leased, or transferred any bonus to material assets or increased its interests in the rate of compensation of any of its officers or employees or amended any Leased Real Property other terms of employment or engagement of such persons except than in the ordinary course of business consistent with past practice; (d) soldwaived, leased canceled, compromised, or transferred released any of its properties or assets or acquired any interest in any corporation, partnership or other business, business organization or division thereof or properties or assets rights other than in the ordinary course of business consistent with past practice; (e) made or obligated itself to make expenditures any payment in excess respect of $100,000its liabilities other than in the ordinary course of business consistent with past practice; (f) made any payment in respect ofmodified, terminated, or otherwise discharged or satisfied, entered into any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise) material Assumed Contract other than in the ordinary course of business consistent with past practice; (g) except imposed, permitted to be imposed, or permitted to exist any material security interest or other Lien (other than Permitted Liens) on any of the Purchased Assets or the Leased Real Property, other than in the ordinary course of business incurred any obligations consistent with past practice; (h) changed the compensation payable or liabilities (includingto become payable to its employees, without limitation, any indebtedness for borrowed money, issuance of any debt securitiesofficers, or the assumptiondirectors or granted any bonus, guaranteeseverance, or endorsement of the obligations of any Person)termination pay to, or entered into or modified any transaction bonus, employment, severance, or series other compensatory agreement with, any of transactions involving in excess of $50,000its directors, except for this Agreement and the transactions contemplated hereby; (h) suffered any theft, damage, destruction officers or casualty loss in excess of $50,000employees; (i) suffered any extraordinary losses (whether or not covered by insurance) in excess of $50,000; (j) waived, canceled, compromised or released any rights having a value in excess of $50,000; (k) made or adopted any change in its accounting practices or policies; (l) made any material change with respect to accounting policies or procedures or made any material adjustment to its books and records other than in respect of the conduct of its business activities in the ordinary course of business consistent with past practicepractices; (j) incurred any indebtedness for borrowed money or capitalized equipment lease obligations or made guarantees thereof; (k) delayed paying any account payable beyond the date on which it is due and payable except to the extent being contested in good faith and for which reserves determined in accordance with GAAP have been established; (l) entered into any material Contract (or series of related Contracts that together are material to the Company) relating to the Business outside the ordinary course of business or involving payments or receipts in excess of $100,000; or (m) entered into any transaction with any shareholder of the Seller Companies or any Affiliate of Paragren or of thereof, other than (i) any shareholder of Paragren, or of any shareholder of Paragren; (n) entered into any employment or consulting agreement brokerage services that is not terminable at Closing without any liability or obligation; (o) terminated, amended or modified any agreement involving an amount in excess of $50,000 are performed in the aggregate; ordinary course of business consistent with past practice, (pii) imposed any security interest or other Lien on any of its assets; (q) delayed paying any account payable beyond 60 days following services performed pursuant to the date on which it is due and payable; (r) made or pledged any charitable contributions in excess of $10,000; (s) entered into any other transaction or been subject to any event which has or is expected to have a Material Adverse Effect on Paragren; TSA or (tiii) agreed to do or authorized any of the foregoingservices set forth on Schedule 2.4.

CHANGES SINCE THE CURRENT BALANCE SHEET DATE. Since the date of the Current Balance Sheet, the Company has operated in the Ordinary Course of Business, there has not been a Material Adverse Change in the Company or the Business and, except as set forth on Schedule 3.10SCHEDULE 4.9, Paragren the Company has not (except as expressly permitted or required by the terms of this Agreement): (a) issued, sold, pledged, disposed of, encumbered, or authorized the issuance, sale, pledge, disposition, grant or encumbrance of any shares of its capital stock or any options, warrants, convertible securities or other rights of any kind to acquire any shares of such capital stock or any other ownership interest in Paragren; (b) declared, set aside, made, or paid any dividend or other distribution payable in cash, stock, property or otherwise of or with respect to its capital stock or other securities, or reclassified, combined, split, subdivided or redeemed, purchased or otherwise acquired, directly or indirectly, any of its capital stock or other securities; (ci) paid any bonus to or increased the rate of compensation of any of its officers or salaried employees or amended any other terms of employment or engagement of such persons except than in the ordinary course Ordinary Course of business consistent with past practiceBusiness; (dii) sold, leased or transferred any of its properties or assets or acquired any interest other than (x) the sale of inventory in any corporation, partnership or other business, business organization or division thereof or properties or the Ordinary Course of Business and (y) the sale of assets other than inventory in the ordinary course of business consistent with past practicean aggregate amount not exceeding Two Hundred Fifty Thousand Dollars ($250,000); (eiii) made or obligated itself to make capital expenditures in excess of One Hundred Thousand Dollars ($100,000) in the aggregate not shown on the Current Balance Sheet (as defined in the Asset Purchase Agreement); (fiv) made any payment in respect of, or otherwise discharged or satisfied, any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise) other than in the ordinary course of business consistent with past practice; (g) except in the ordinary course of business incurred any obligations or liabilities (including, without limitation, including any indebtedness for borrowed money, issuance of any debt securities, or the assumption, guarantee, or endorsement of the obligations of any Person), Indebtedness) or entered into any transaction or series of transactions outside the Ordinary Course of Business involving in excess of One Hundred Thousand Dollars ($50,000, except for this Agreement and 100,000) in the transactions contemplated herebyaggregate; (hv) suffered any theft, damage, destruction or destruction, casualty loss in excess of $50,000; (i) suffered any or extraordinary losses (loss, whether or not covered by insurance) insurance and whether or not a timely claim was filed with respect thereto, in excess of Fifty Thousand Dollars ($50,000) in the aggregate; (jvi) waived, canceled, compromised or released any rights having a value in excess of Fifty Thousand Dollars ($50,000) in the aggregate other than in the Ordinary Course of Business; (kvii) made or adopted any change in its accounting practices practice or policies; (lviii) made any adjustment to its books and or records other than in respect of the conduct of its business activities in the ordinary course consistent with past practiceOrdinary Course of Business; (mix) entered into any transaction with any shareholder or any Affiliate other than in the Ordinary Course of Paragren or of any shareholder of Paragren, or of any shareholder of ParagrenBusiness; (nx) entered into any employment or consulting agreement that is not terminable at Closing without any liability or obligationagreement; (o) terminated, amended or modified any agreement involving an amount in excess of $50,000 in the aggregate; (pxi) imposed any security interest or other Lien on any of its assetsthe Purchased Inventory; (q) delayed paying any account payable beyond 60 days following the date on which it is due and payable; (rxii) made or pledged any charitable contributions in excess of Ten Thousand Dollars ($10,000) in the aggregate; (sxiii) entered into any other transaction or, to the Knowledge of the Company or AVS, been subject to any event which has or is expected to may have a Material Adverse Effect on Paragrenthe Company, the Business or the Purchased Inventory; or (txiv) agreed to do or authorized any of the foregoing.

CHANGES SINCE THE CURRENT BALANCE SHEET DATE. Since Except as disclosed in Schedule 3.10, since the date of the Current Balance Sheet, except as set forth on Schedule 3.10, Paragren the Company has not (except as expressly permitted or required by the terms of this Agreement): (ai) issued, sold, pledged, disposed of, encumbered, or authorized the issuance, sale, pledge, disposition, grant or encumbrance of issued any shares of its capital stock or any options, warrants, convertible securities or other rights of any kind to acquire any shares of such capital stock or any other ownership interest in Paragrensecurities; (bii) declared, set aside, made, or paid made any dividend or other distribution payable in cash, stock, property or otherwise of or with respect to its capital stock or other securities, securities or reclassified, combined, split, subdivided or redeemed, purchased or otherwise acquired, directly or indirectly, redeemed any of its capital stock or other securities; (ciii) paid any bonus to or increased the rate of compensation of any of its officers or salaried employees or amended any other terms of employment or engagement of such persons except in the ordinary course of business consistent with past practicepersons; (div) sold, leased or transferred any of its properties or assets or acquired any interest in any corporation, partnership or other business, business organization or division thereof or properties or assets other than in the ordinary course of business consistent with past practice; (ev) made or obligated itself to make capital expenditures in excess out of $100,000the ordinary course of business consistent with past practice; (fvi) made any payment in respect of, or otherwise discharged or satisfied, any claims, of its liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise) other than in the ordinary course of business consistent with past practice; (gvii) except in the ordinary course of business incurred any obligations or liabilities (including, without limitation, including any indebtedness for borrowed money, issuance of any debt securities, or the assumption, guarantee, or endorsement of the obligations of any Person), indebtedness) or entered into any transaction or series of transactions involving in excess of $50,00025,000 in the aggregate out of the ordinary course of business, except for this Agreement and the transactions contemplated hereby; (hviii) suffered any theft, damage, destruction or casualty loss loss, not covered by insurance and for which a timely claim was filed, in excess of $50,00025,000 in the aggregate; (iix) suffered any extraordinary losses (whether or not covered by insurance) in excess of $50,000); (jx) waived, canceled, compromised or released any rights having a value in excess of $50,00025,000 in the aggregate; (kxi) made or adopted any change in its accounting practices practice or policies; (lxii) made any adjustment to its books and records other than in respect of the conduct of its business activities in the ordinary course consistent with past practice; (mxiii) entered into any transaction with any shareholder or any Affiliate other than intercompany transactions in the ordinary course of Paragren or of any shareholder of Paragren, or of any shareholder of Paragrenbusiness consistent with past practice; (nxiv) entered into any employment or consulting agreement that is not terminable at Closing without any liability or obligationagreement; (oxv) terminated, amended or modified any agreement involving an amount in excess of $50,000 in the aggregate25,000; (pxvi) imposed any security interest or other Lien on any of its assetsassets other than in the ordinary course of business consistent with past practice; (qxvii) delayed paying any account accounts payable beyond 60 days following the date on which it is due and payablepayable except to the extent being contested in good faith and except in the ordinary course of its business; (rxviii) made or pledged any charitable contributions contribution other than in excess the ordinary course of $10,000business consistent with past practice; (sxix) entered into any other transaction or been subject to any event which has or is expected to may have a Material Adverse Effect on Paragrenthe Company; or (txx) agreed to do or authorized any of the foregoing.

CHANGES SINCE THE CURRENT BALANCE SHEET DATE. Since the date of the Current Balance Sheet, the Company has operated in the Ordinary Course of Business, there has not been a Material Adverse Change in the Company or the Business and, except as set forth on Schedule 3.104.9, Paragren the Company has not (except as expressly permitted or required by the terms of this Agreement): (a) issued, sold, pledged, disposed of, encumbered, or authorized the issuance, sale, pledge, disposition, grant or encumbrance of any shares of its capital stock or any options, warrants, convertible securities or other rights of any kind to acquire any shares of such capital stock or any other ownership interest in Paragren; (b) declared, set aside, made, or paid any dividend or other distribution payable in cash, stock, property or otherwise of or with respect to its capital stock or other securities, or reclassified, combined, split, subdivided or redeemed, purchased or otherwise acquired, directly or indirectly, any of its capital stock or other securities; (ci) paid any bonus to or increased the rate of compensation of any of its officers or salaried employees or amended any other terms of employment or engagement of such persons except than in the ordinary course Ordinary Course of business consistent with past practiceBusiness; (dii) sold, leased or transferred any of its properties or assets or acquired any interest other than (x) the sale of inventory in any corporation, partnership or other business, business organization or division thereof or properties or the Ordinary Course of Business and (y) the sale of assets other than inventory in the ordinary course of business consistent with past practicean aggregate amount not exceeding Two Hundred Fifty Thousand Dollars ($250,000); (eiii) made or obligated itself to make capital expenditures in excess of One Hundred Thousand Dollars ($100,000) in the aggregate not shown on the Current Balance Sheet; (fiv) made any payment in respect of, or otherwise discharged or satisfied, any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise) other than in the ordinary course of business consistent with past practice; (g) except in the ordinary course of business incurred any obligations or liabilities (including, without limitation, including any indebtedness for borrowed money, issuance of any debt securities, or the assumption, guarantee, or endorsement of the obligations of any Person), Indebtedness) or entered into any transaction or series of transactions outside the Ordinary Course of Business involving in excess of One Hundred Thousand Dollars ($50,000, except for this Agreement and 100,000) in the transactions contemplated herebyaggregate; (hv) suffered any theft, damage, destruction or destruction, casualty loss in excess of $50,000; (i) suffered any or extraordinary losses (loss, whether or not covered by insurance) insurance and whether or not a timely claim was filed with respect thereto, in excess of Fifty Thousand Dollars ($50,000) in the aggregate; (jvi) waived, canceled, compromised or released any rights having a value in excess of Fifty Thousand Dollars ($50,000) in the aggregate other than in the Ordinary Course of Business; (kvii) made or adopted any change in its accounting practices practice or policies; (lviii) made any adjustment to its books and or records other than in respect the Ordinary Course of the conduct of its business activities in the ordinary course consistent with past practiceBusiness; (mix) entered into any transaction with any shareholder or any Affiliate other than in the Ordinary Course of Paragren or of any shareholder of Paragren, or of any shareholder of ParagrenBusiness; (nx) entered into any employment or consulting agreement that is not terminable at Closing without any liability or obligationagreement; (o) terminated, amended or modified any agreement involving an amount in excess of $50,000 in the aggregate; (pxi) imposed any security interest or other Lien on any of its assetsthe Purchased Assets; (q) delayed paying any account payable beyond 60 days following the date on which it is due and payable; (rxii) made or pledged any charitable contributions in excess of Ten Thousand Dollars ($10,000) in the aggregate; (sxiii) entered into any other transaction or, to the Knowledge of the Company or AVS, been subject to any event which has or is expected to may have a Material Adverse Effect on Paragrenthe Company, the Business or the Purchased Assets; or (txiv) agreed to do or authorized any of the foregoing.

CHANGES SINCE THE CURRENT BALANCE SHEET DATE. Since Except as set for on Schedule 5.8, since the date of the Current Balance Sheet, except as set forth on Schedule 3.10, Paragren the Company has not operated in the ordinary course of business and has not: (except as expressly permitted or required by the terms of this Agreement): (ai) issued, sold, pledged, disposed of, encumbered, or authorized the issuance, sale, pledge, disposition, grant or encumbrance of made any shares of its capital stock or any options, warrants, convertible securities or other rights of any kind to acquire any shares of such capital stock or any other ownership interest in Paragren; (b) declared, set aside, made, or paid any dividend or other distribution payable in cash, stock, property or otherwise of or with respect to its capital stock or other securities, securities or reclassified, combined, split, subdivided or redeemed, purchased or otherwise acquired, directly or indirectly, redeemed any of its capital stock or other securities; , (cii) paid any bonus or other payments to or increased the rate of compensation of any of its officers or salaried employees or amended any other terms of employment or engagement of such persons except in the ordinary course of business consistent with past practice; persons, (diii) sold, leased or transferred any of its properties or assets or acquired any interest in any corporation, partnership or other business, business organization or division thereof or properties or assets other than in the ordinary course of business consistent with past practice; practices, (eiv) made or obligated itself to make capital expenditures in excess out of $100,000; the ordinary course of business consistent with past practices, (fv) made any payment in respect of, or otherwise discharged or satisfied, any claims, of its liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise) other than in the ordinary course of business consistent with past practice; practices, (gvi) except in the ordinary course of business incurred any obligations or liabilities (including, without limitation, including any indebtedness for borrowed money, issuance of any debt securities, or the assumption, guarantee, or endorsement of the obligations of any Person), Indebtedness) or entered into any transaction or series of transactions involving in excess of Ten Thousand Dollars ($50,00010,000) in the aggregate out of the ordinary course of business, consistent with past practices except for this Agreement and the transactions contemplated hereby; , (hvii) suffered any theft, damage, destruction or casualty loss loss, not covered by insurance and for which a timely claim was filed, in excess of Ten Thousand Dollars ($50,000; 10,000) in the aggregate, (iviii) suffered any extraordinary losses (whether or not covered by insurance) in excess of $50,000; ), (jix) waived, canceled, compromised or released any rights having a value in excess of Ten Thousand Dollars ($50,000; 10,000) in the aggregate, (kx) made or adopted any change in its accounting practices practice or policies; , (lxi) made any adjustment to its books and records other than in respect of the conduct of its business activities in the ordinary course consistent with past practice; practices, (mxii) entered into any transaction with any shareholder or any Affiliate other than intercompany transactions in the ordinary course of Paragren or of any shareholder of Paragrenbusiness consistent with past practices, or of any shareholder of Paragren; (nxiii) entered into any employment agreement, consulting, compensation or consulting agreement that is not terminable at Closing without other arrangement with any liability or obligation; Person, (oxiv) entered into, terminated, amended or modified any agreement involving an amount in excess of Ten Thousand Dollars ($50,000 in the aggregate; 10,000), (pxv) imposed any security interest or other Lien on any of its assets; , (qxvi) delayed paying any account accounts payable beyond 60 days following the date on which it is are due and payable; payable except to the extent being contested in good faith, (r) made or pledged any charitable contributions in excess of $10,000; (sxvii) entered into any other transaction or been subject to any event which has or is expected reasonably likely to have a Material Adverse Effect on Paragren; the Company, (xviii) made any loans to any third party or employee except in the ordinary course of business consistent with past practices, or (txix) agreed to do or authorized any of the foregoing.

CHANGES SINCE THE CURRENT BALANCE SHEET DATE. Since Except as contemplated by this Agreement, since the date of the its Current Balance SheetSheet included in the Financial Statements, except as set forth on Schedule 3.10, Paragren the Company has not (except as expressly permitted or required by the terms of this Agreement): not: (a) issued, sold, pledged, disposed of, encumbered, or authorized the issuance, sale, pledge, disposition, grant or encumbrance of any shares of its capital stock or any options, warrants, convertible securities or other rights of any kind to acquire any shares of such capital stock or any other ownership interest in Paragren; (b) declared, set aside, made, made or paid any dividend or other distribution payable in cash, stock, property or otherwise of or with respect to its capital stock stock, or other securities, or reclassified, combined, split, subdivided or redeemed, purchased or otherwise acquired, directly or indirectly, any of its capital stock stock, or other securities; (cb) paid any bonus to or increased the rate of compensation of any of its officers officers, partners, or employees employees, or amended any other terms of employment or engagement of such persons except in the ordinary course of business consistent with past practicepersons; (dc) sold, leased or transferred any of its properties or assets or acquired any interest in any corporation, partnership or other business, business organization or division thereof or properties or assets other than in the ordinary course of business consistent with past practice; (ed) made made, or obligated itself to make expenditures in excess of $100,000make, any capital expenditures; (fe) made any payment in respect of, or otherwise discharged or satisfied, any claims, of its liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise) other than in the ordinary course of business consistent with past practice; (gf) except in the ordinary course of business business, incurred any obligations or liabilities (including, without limitation, any indebtedness for borrowed money, issuance of any debt securities, or the assumption, guarantee, or endorsement of the obligations of any Person), or entered into any transaction or series of transactions involving in excess of $50,000, except for this Agreement and the transactions contemplated hereby; (hg) suffered any theft, damage, destruction or casualty loss not covered by insurance in excess of $50,00010,000 in the aggregate, and in excess of $50,000 in the aggregate if covered by insurance; (ih) suffered any extraordinary losses (whether or not covered by insurance) in excess of $50,000); (ji) waived, canceled, compromised or released any rights having a value in excess of $50,00010,000 in the aggregate; (kj) made or adopted any change in its accounting practices practice or policies; (lk) made any adjustment to its books and records other than in respect of the conduct of its business activities in the ordinary course consistent with past practice; (ml) entered into any transaction with any shareholder the Shareholder or any Affiliate of Paragren the Company or of any shareholder of Paragren, or of any shareholder of Paragrenthe Shareholder; (nm) entered into any employment or consulting agreement that is not terminable at Closing will without any liability or obligation; (on) terminated, amended or modified any agreement involving an amount in excess of $50,000 10,000 in the aggregate; (po) imposed any security interest or other Lien on any of its assets; (qp) delayed paying any account payable or other obligation beyond 60 days following the date on which it is due and payable, except to the extent being contested in good faith; (rq) made or pledged any charitable contributions; (r) acquired (including, without limitation, for cash or shares of stock, by merger, consolidation, or acquisition of stock or assets) any interest in any corporation, partnership or other business organization or division thereof or any assets, or made any investment either by purchase of stock or securities, contributions in excess or property transfer of $10,000capital; (s) increased or decreased prices charged to customers, or taken any actions which might reasonably result in any material loss of customers; (t) entered into any other transaction or been subject to any event which has or is may reasonably be expected to have a Material Adverse Effect on Paragrenthe Company; or (tu) agreed to do or authorized any of the foregoing.

CHANGES SINCE THE CURRENT BALANCE SHEET DATE. Since the date of the Current Balance SheetSheet of the Company, the Company has not: (a) issued any capital stock or other securities; (b) except as set forth on Schedule 3.10, Paragren has not (except as expressly permitted or required by the terms of this Agreement): (a) issued, sold, pledged, disposed of, encumbered, or authorized the issuance, sale, pledge, disposition, grant or encumbrance of made any shares of its capital stock or any options, warrants, convertible securities or other rights of any kind to acquire any shares of such capital stock or any other ownership interest in Paragren; (b) declared, set aside, made, or paid any dividend or other distribution payable in cash, stock, property or otherwise of or with respect to its capital stock or other securities, securities or reclassified, combined, split, subdivided or redeemed, purchased or otherwise acquired, directly or indirectly, redeemed any of its capital stock or other securities; (c) except as set forth on Schedule 3.10, paid any bonus to or increased the rate of compensation of any of its officers or salaried employees or amended any other terms of employment or engagement of such persons except in the ordinary course of business consistent with past practicepersons; (d) sold, leased or transferred any of its properties or assets or acquired any interest in any corporation, partnership or other business, business organization or division thereof or properties or assets other than in the ordinary course of business consistent with past practice; (e) made or obligated itself to make capital expenditures out of the ordinary course of business consistent with past practice except for purchases of real property, known as the Kraexxx Xxxt Property, adjacent to the Company's facilities in excess of Anaheim for not more than $100,000350,000; (f) made any payment in respect of, or otherwise discharged or satisfied, any claims, of its liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise) other than in the ordinary course of business consistent with past practice; (g) except in the ordinary course of business incurred any obligations or liabilities (including, without limitation, including any indebtedness for borrowed money, issuance of any debt securities, or the assumption, guarantee, or endorsement of the obligations of any Person), indebtedness) or entered into any transaction or series of transactions involving in excess of $50,000100,000 individually, or in excess of $250,000 in the aggregate for all such transactions, out of the ordinary course of business, except for this Agreement and the transactions contemplated hereby; (h) suffered any theft, damage, destruction or casualty loss loss, not covered by insurance and for which a timely claim was filed, in excess of $50,000100,000 in the aggregate; (i) suffered any extraordinary losses (whether or not covered by insurance) in excess of $50,000); (j) waived, canceled, compromised or released any rights having a value in excess of $50,000100,000 in the aggregate; (k) made or adopted any change in its accounting practices practice or policies; (l) made any adjustment to its books and records other than in respect of the conduct of its business activities in the ordinary course consistent with past practice; (m) entered into any transaction with any shareholder or any Affiliate of Paragren or of any shareholder of Paragren, or of any shareholder of ParagrenAffiliate; (n) entered into any written employment or consulting agreement that is not terminable at Closing without any liability or obligationagreement; (o) terminated, amended or modified any agreement involving an amount in excess of $50,000 in 100,000 out of the aggregateordinary course of business; (p) imposed any security interest or other Lien on any of its assetsassets other than in the ordinary course of business consistent with past practice; (q) delayed paying any account accounts payable beyond 60 days following the date on which it is are due and payablepayable except to the extent being contested in good faith; (r) made or pledged any charitable contributions contribution other than in excess the ordinary course of $10,000business consistent with past practice; (s) entered into any other transaction or been subject to any event which has or is expected likely to have a Material Adverse Effect on Paragrenthe Company; or (t) agreed to do or authorized any of the foregoing.