Common use of Conduct in the Ordinary Course; Absence of Certain Changes Clause in Contracts

Conduct in the Ordinary Course; Absence of Certain Changes. Since the date of the Interim Financial Statements through the date of this Agreement, except for the Roll Up Transaction, as contemplated or permitted by this Agreement or as set forth on Schedule 3.11 to the Sellers’ Disclosure Letter, each of the RFG Family Entities has conducted its respective business in the ordinary course of business consistent with past practice, and there has not been any: (a) event, occurrence or development that has had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) material change in any method of accounting or accounting practice for the Business, except as required by changes in GAAP or as disclosed in the notes to the Financial Statements; (c) material change in cash management practices and policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts receivable, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (d) change in its Tax reporting principles, practices or policies, Tax election, or extension or waiver of the limitation period applicable to any claim or assessment in respect of Taxes; (e) transfer, assignment, sale or other disposition of any material Assets shown or reflected in the balance sheet included with the Interim Financial Statements, except for the sale of inventory in the ordinary course of business consistent with past practice; (f) transfer, assignment or grant of any material license or sublicense of any material rights under or with respect to any Intellectual Property; (g) material capital expenditure, except as set forth in the Business Plan or as otherwise permitted in the Exclusivity Agreement; (h) material damage, destruction or loss, or any material interruption in use, of any material Assets, whether or not covered by insurance; (i) acceleration, termination, material modification to or cancellation of any Material Contract or Permit; (j) any material change in the manner in which it (i) extends discounts, credits or warranties to customers, (ii) otherwise deals with its customers or (iii) makes accommodations or other concessions; (k) any deferral of the payment of any accounts payable other than in the ordinary course of business, or any discount, accommodation or other concession made in order to accelerate or induce the collection of any accounts receivable, other than in the ordinary course of business; (l) incurrence of any Indebtedness outside the ordinary course of business; (m) undertaking of an obligation to guarantee the Indebtedness of any Person or any Off Balance Sheet Arrangement; (n) cancellation of any debts or claims owed to the RFG Family Entities or amendment, termination or waiver of any rights, except in the ordinary course of business consistent with past practice; (o) imposition of any Encumbrance upon any of the Assets (other than Permitted Encumbrances); (p) loan to any employee, except in the ordinary course of business consistent with past practice in an amount not to exceed $10,000; (q) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (r) purchase, lease or other acquisition of the right to own, use or lease any property or assets in connection with the Business for an amount in excess of $100,000, individually (in the case of a lease, per annum), or $100,000 in the aggregate (in the case of a lease, for the entire term of the lease; provided, that such annual amount does not exceed $100,000), except for purchases of inventory or supplies in the ordinary course of business consistent with past practice; (s) grant of any bonuses, whether monetary or otherwise, or any general wage or salary increases in respect of any employees, other than as provided for in any written agreements or consistent with past practice, or change in the terms of employment for any employee except as contemplated by this Agreement; (t) entry into or termination of any written employment agreement or collective bargaining agreement covering any employee or modification of the terms of any such existing agreement; (u) adoption, amendment, modification or termination of any bonus, profit sharing, incentive, severance, or other plan, Contract or commitment for the benefit of any employees (or any such action taken with respect to any other benefit plan); (v) commencement or settlement of any material litigation; (w) amendment to any of its Organizational Documents; (x) split, combination or reclassification of any Securities, issuance or commitment to the issuance of any Securities or declaration, setting aside or payment of any dividend, other distribution (whether in cash, stock or property), redemption or repurchase with respect to any Securities; (y) material labor dispute or material claim of unfair labor practices involving any of the RFG Family Entities or any termination of employment (voluntarily or involuntarily) of any material number of employees; or (z) entry into a Contract to do any of the foregoing, or commitment that would result in any of the foregoing.

Conduct in the Ordinary Course; Absence of Certain Changes. Since Without limiting the date of the Interim Financial Statements through the date of this Agreementforegoing, except for the Roll Up Transaction, as contemplated or permitted by this Agreement or as set forth on Schedule 3.11 in Section 4.8 of the Tangoe Disclosure Schedule, since Tangoe Unaudited Balance Sheet Date, neither Tangoe nor any of its any of its Subsidiaries has: (a) issued, sold, redeemed or repurchased any stock, bonds or other corporate securities or any rights, options or warrants with respect thereto (except pursuant to the Sellers’ Disclosure Letterconversion or exercise of convertible securities, each options or warrants), or amended any of the RFG Family Entities has conducted terms (including without limitation the vesting of) any such convertible securities, options or warrants; (b) split, combined or reclassified any shares of Tangoe Capital Stock, or declared, set aside or paid any dividend or other distribution with respect to any shares of Tangoe Capital Stock, whether in cash, stock or property, or any combination thereof; (c) made any loan, advance or capital contribution to or investment in, or guaranteed any indebtedness of or otherwise incurred any Indebtedness on behalf of, any Person other than (A) loans, advances or capital contributions to or investments in wholly owned subsidiaries, or (B) loans or advances to employees of Tangoe or any of its respective business Subsidiaries made in the ordinary course of business; (d) borrowed any amount or incurred or become subject to any liabilities (absolute or contingent), except current liabilities incurred in the ordinary course of business; (e) discharged or satisfied any claim or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (f) amended its Certificate of Incorporation, Articles of Organization, by-laws or other organizational document; (g) instituted or settled any Litigation; (h) mortgaged or pledged any of its assets, tangible or intangible, or subjected itself or any portion of its assets, tangible or intangible, to any claim or Encumbrance, other than Permitted Encumbrances; (i) acquired or sold, assigned, transferred or otherwise disposed of any amount of tangible assets, except in the ordinary course of business, or canceled any debts or claims; (j) sold, assigned, licensed, sublicensed or transferred any intangible asset or Tangoe Owned Intellectual Property, or disclosed any proprietary or confidential information to any Person not associated with Tangoe and any of its Subsidiaries, other than in the ordinary course of business consistent with past practice, and there has not been any: (a) event, occurrence or development that has had, or would reasonably be expected pursuant to have, individually or in the aggregate, a Material Adverse Effectwritten agreement; (bk) material change waived any right of value in excess of $25,000, or aggregate rights in excess of $50,000 (including any method of accounting insurance policy naming it as a beneficiary or accounting practice for the Business, except as required by changes in GAAP or as disclosed in the notes to the Financial Statementsa loss payable payee); (cl) material made aggregate capital expenditures or commitments therefor in excess of $100,000; (m) done any of the following: (A) entered into, adopted or amended any Tangoe Employee Plan (other than Tangoe Employee Plan amendments required by Law), (B) made any grant of any severance or termination pay to any director, officer, employee or individual providing services to Tangoe or any of its Subsidiaries, (C) entered into any employment, deferred compensation, change in cash management practices and policiescontrol or other similar agreement (or any amendment to any such existing agreement) with any director, practices and procedures officer, employee or individual providing services to Tangoe or any of its Subsidiaries, (D) increased benefits payable under any existing severance or termination pay policies or employment agreements, or (E) increased compensation, bonus or other benefits payable to directors, officers, employees or individuals providing services to Tangoe or any of its Subsidiaries, other than, in the case of clause (B), with respect to collection non-executive employees, and in the case of accounts receivableclause (E), establishment in the ordinary course of reserves for uncollectible accounts receivable, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer depositsbusiness; (dn) change in its Tax reporting principlesentered into any joint venture, practices partnership or policies, Tax election, or extension or waiver of the limitation period applicable to any claim or assessment in respect of Taxessimilar arrangement; (eo) transferamended, assignmentmodified or terminated any Tangoe Material Contract, sale or other disposition of any material Assets shown or reflected than in the balance sheet included with the Interim Financial Statementsordinary course of business, except for any such Tangoe Material Contract that terminated in accordance with its terms, or taken any action that would constitute a violation of or default under any Tangoe Material Contract; (p) materially changed its accounting methods, principles or practices, or revalued any of its assets (including without limitation the sale writing down of the value of inventory or the writing off of notes or accounts receivable other than in the ordinary course of business); (q) merged with, entered into a consolidation with or acquired an interest of 5% or more in any Person or acquired a substantial portion of the assets or business of any Person or any division or line of business thereof, or otherwise acquired any material assets other than in the ordinary course of business consistent with past practice; (fr) transfer, assignment or grant of made any material license or sublicense of any material rights under or with respect to any Intellectual Property; (g) material capital expenditure, except as set forth changes in the Business Plan or as otherwise permitted in the Exclusivity Agreement; (h) material damage, destruction or loss, customary methods of operations of Tangoe or any material interruption in useof its Subsidiaries, of any material Assetsincluding, whether or not covered by insurance; (i) accelerationwithout limitation, terminationpractices and policies relating to purchasing, material modification to or cancellation of any Material Contract or Permit; (j) any material change in the manner in which it (i) extends discountsmarketing, credits or warranties to customers, (ii) otherwise deals with its customers or (iii) makes accommodations or other concessions; (k) any deferral of the payment of any accounts payable other than in the ordinary course of business, or any discount, accommodation or other concession made in order to accelerate or induce the collection of any accounts receivable, other than in the ordinary course of business; (l) incurrence of any Indebtedness outside the ordinary course of business; (m) undertaking of an obligation to guarantee the Indebtedness of any Person or any Off Balance Sheet Arrangement; (n) cancellation of any debts or claims owed to the RFG Family Entities or amendment, termination or waiver of any rights, except in the ordinary course of business consistent with past practice; (o) imposition of any Encumbrance upon any of the Assets (other than Permitted Encumbrances); (p) loan to any employee, except in the ordinary course of business consistent with past practice in an amount not to exceed $10,000; (q) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (r) purchase, lease or other acquisition of the right to own, use or lease any property or assets in connection with the Business for an amount in excess of $100,000, individually (in the case of a lease, per annum), or $100,000 in the aggregate (in the case of a lease, for the entire term of the lease; provided, that such annual amount does not exceed $100,000), except for purchases of inventory or supplies in the ordinary course of business consistent with past practiceselling and pricing; (s) grant made or changed any material Tax election, changed an annual accounting period, adopted or changed any accounting method, filed any amended Tax Returns, entered into any closing agreement, settled or consented to any Tax Claim, surrendered any right to claim a refund of material Taxes, settled or compromised any bonuses, whether monetary material Tax liability or otherwise, consented to any extension or waiver of the limitation period applicable to any general wage or salary increases in respect of any employees, other than as provided for in any written agreements or consistent with past practice, or change in the terms of employment for any employee except as contemplated by this AgreementTax Claim; (t) entry into or termination of failed to pay any written employment agreement or collective bargaining agreement covering creditor any employee or modification of the terms of any material amount owed to such existing agreementcreditor when due; (u) adoptionsold, amendmenttransferred or leased any properties or assets (real, modification personal or termination of any bonusmixed, profit sharing, incentive, severance, tangible or other plan, Contract or commitment for the benefit of any employees (or any such action taken with respect intangible) to any other benefit plan)of its officers, directors, employees, agents, consultants or sales associates, stockholders or their Affiliates; (v) commencement suffered any Tangoe Material Adverse Effect and, to Tangoe’s Knowledge, there is no condition, basis, development or settlement contingency of any material litigation;kind existing or which, so far as can be reasonably foreseen by Tangoe, could reasonably be expected to result in a Tangoe Material Adverse Effect; or (w) amendment agreed in writing or otherwise to any of its Organizational Documents; (x) split, combination or reclassification of any Securities, issuance or commitment to the issuance of any Securities or declaration, setting aside or payment of any dividend, other distribution (whether in cash, stock or property), redemption or repurchase with respect to any Securities; (y) material labor dispute or material claim of unfair labor practices involving take any of the RFG Family Entities or any termination of employment (voluntarily or involuntarily) of any material number of employees; or (z) entry into a Contract to do any of the foregoing, or commitment that would result in any of the foregoingforegoing actions.

Conduct in the Ordinary Course; Absence of Certain Changes. Since the date Except as set forth in Section 3.07 of the Interim Financial Statements through Disclosure Schedule, since November 28, 2006 until the date of this Agreement, the Transferred Operations have been conducted in the ordinary course of business and consistent with past practice. As amplification and not limitation of the foregoing, except for the Roll Up Transaction, as contemplated or permitted by this Agreement or as set forth on Schedule 3.11 in Section 3.07 of the Disclosure Schedule, since November 28, 2006 until the date of this Agreement, NYSE Regulation has not: (a) written down, written up (or failed to write down or write up in accordance with GAAP) or revalued any of the Transferred Assets other than in the ordinary course of business consistent with past practice and in accordance with GAAP; (b) made any change in any method of financial accounting or financial accounting practice or policy used by NYSE Regulation, other than changes required by GAAP and set forth in Section 3.07(b) of the Disclosure Schedule; (c) amended, terminated, cancelled or compromised any material claims of NYSE Regulation (primarily related to the Sellers’ Disclosure LetterTransferred Operations) or waived any other rights of substantial value to NYSE Regulation (primarily related to the Transferred Operations); (d) sold, transferred, leased, subleased, licensed or otherwise disposed of any material properties or assets, real, personal or mixed (including leasehold interests and intangible property) of NYSE Regulation (primarily used in the Transferred Operations); (e) made any capital expenditure or commitment for any capital expenditure (excluding capitalized labor costs), in each case primarily relating to the Transferred Operations, in excess of $1,000,000 in the RFG Family Entities has conducted aggregate, or failed to make any material capital expenditure in accordance with NYSE Regulation’s capital budget; (i) granted any increase, or announced any increase, in the wages, salaries, compensation, bonuses, incentives, pension or other benefits payable by NYSE Regulation to any Transferred Employees, including any increase or change pursuant to any Plan or (ii) established or increased or promised to increase any benefits under any Plan, in either case (i) or (ii) except as required by Law or any Plan or collective bargaining agreement or involving ordinary increases consistent in all material respects with the past practices of NYSE Regulation; (g) entered into, amended or renewed (other than by its respective terms) any material contract, agreement, arrangement or transaction primarily relating to the Transferred Operations with any of its directors, officers, employees or stockholder; (h) except in the ordinary course of business and consistent with past practice, entered into, amended or renewed (other than by its terms) any material contract, agreement, arrangement or transaction primarily relating to the Transferred Operations with any of its advisors or consultants; (i) (i) abandoned, disclaimed, dedicated to the public, sold, assigned, or granted any security interest in, to or under any Transferred Operations Intellectual Property, Transferred Operations IP Agreements or Transferred Operations IT Assets, including failing to perform or cause to be performed all applicable filings, recordings and other acts or to pay or cause to be paid all required fees and Taxes to maintain and protect its interest therein, (ii) granted to any third party any license with respect to any Transferred Operations Intellectual Property, other than in the ordinary course of business consistent with past practice, and there has not been any: (aiii) eventdeveloped, occurrence created or development that has hadinvented any Intellectual Property jointly with any third party, other than in the ordinary course of business consistent with past practice, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (biv) material change in any method of accounting or accounting practice for the Business, except as required by changes in GAAP or as disclosed in the notes to the Financial Statements; (c) material change in cash management practices and policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts receivable, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (d) change in its Tax reporting principles, practices or policies, Tax electiondisclosed, or extension allowed to be disclosed, any secret or waiver of the limitation period applicable confidential Transferred Operations Intellectual Property to any claim or assessment in respect of Taxes; (e) transferPerson, assignment, sale or other disposition of any material Assets shown or reflected in the balance sheet included with the Interim Financial Statements, except for the sale of inventory than pursuant to valid and appropriate non-disclosure agreements in the ordinary course of business consistent with past practice; (fj) transfersuffered any Material Adverse Effect with respect to the Transferred Operations; and (k) agreed, assignment whether in writing or grant otherwise, to take any of the actions specified in this Section 3.07 or granted any material license options to purchase, rights of first refusal, rights of first offer or sublicense of any material other similar rights under or commitments with respect to any Intellectual Property; (g) material capital expenditureof the actions specified in this Section 3.07, except as set forth in the Business Plan or as otherwise permitted in the Exclusivity Agreement; (h) material damage, destruction or loss, or any material interruption in use, of any material Assets, whether or not covered by insurance; (i) acceleration, termination, material modification to or cancellation of any Material Contract or Permit; (j) any material change in the manner in which it (i) extends discounts, credits or warranties to customers, (ii) otherwise deals with its customers or (iii) makes accommodations or other concessions; (k) any deferral of the payment of any accounts payable other than in the ordinary course of business, or any discount, accommodation or other concession made in order to accelerate or induce the collection of any accounts receivable, other than in the ordinary course of business; (l) incurrence of any Indebtedness outside the ordinary course of business; (m) undertaking of an obligation to guarantee the Indebtedness of any Person or any Off Balance Sheet Arrangement; (n) cancellation of any debts or claims owed to the RFG Family Entities or amendment, termination or waiver of any rights, except in the ordinary course of business consistent with past practice; (o) imposition of any Encumbrance upon any of the Assets (other than Permitted Encumbrances); (p) loan to any employee, except in the ordinary course of business consistent with past practice in an amount not to exceed $10,000; (q) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (r) purchase, lease or other acquisition of the right to own, use or lease any property or assets in connection with the Business for an amount in excess of $100,000, individually (in the case of a lease, per annum), or $100,000 in the aggregate (in the case of a lease, for the entire term of the lease; provided, that such annual amount does not exceed $100,000), except for purchases of inventory or supplies in the ordinary course of business consistent with past practice; (s) grant of any bonuses, whether monetary or otherwise, or any general wage or salary increases in respect of any employees, other than as provided for in any written agreements or consistent with past practice, or change in the terms of employment for any employee except as expressly contemplated by this Agreement; (t) entry into or termination of any written employment agreement or collective bargaining agreement covering any employee or modification of Agreement and the terms of any such existing agreement; (u) adoption, amendment, modification or termination of any bonus, profit sharing, incentive, severance, or other plan, Contract or commitment for the benefit of any employees (or any such action taken with respect to any other benefit plan); (v) commencement or settlement of any material litigation; (w) amendment to any of its Organizational Documents; (x) split, combination or reclassification of any Securities, issuance or commitment to the issuance of any Securities or declaration, setting aside or payment of any dividend, other distribution (whether in cash, stock or property), redemption or repurchase with respect to any Securities; (y) material labor dispute or material claim of unfair labor practices involving any of the RFG Family Entities or any termination of employment (voluntarily or involuntarily) of any material number of employees; or (z) entry into a Contract to do any of the foregoing, or commitment that would result in any of the foregoingAncillary Agreements.

Conduct in the Ordinary Course; Absence of Certain Changes. Since the date of the Interim Financial Statements June 6, 2010 through the date of this Agreement, except for the Roll Up Transaction, as contemplated or permitted by this Agreement or as set forth on Schedule 3.11 3.09 to the Sellers’ Disclosure Letter, each of the RFG Family Entities Cliffstar Companies has conducted its respective business in the ordinary course of business consistent with past practice, and there has not been any: (a) event, occurrence or development that has had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) material change in any method of accounting or accounting practice for the Business, except as required by changes in GAAP or as disclosed in the notes to the Financial Statements; (c) material change in cash management practices and policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts receivable, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (d) change in its Tax reporting principles, practices or policies, Tax election, or extension or waiver of the limitation period applicable to any claim or assessment in respect of Taxes; (e) transfer, assignment, sale or other disposition of any material Assets shown or reflected in the balance sheet included with the Interim Financial StatementsJune 6 Balance Sheet, except for the sale of inventory in the ordinary course of business consistent with past practice; (e) cancellation of any debts or claims or amendment, termination or waiver of any rights constituting Assets, except in the ordinary course of business consistent with past practice; (f) transfer, assignment or grant of any material license or sublicense of any material rights under or with respect to any Intellectual PropertyProperty Assets or Intellectual Property licenses; (g) material capital expenditure, except as set forth in the Business Plan or as otherwise permitted in the Exclusivity Agreement; (h) material damage, destruction or loss, or any material interruption in use, of any material Assets, whether or not covered by insurance; (ih) acceleration, termination, material modification to or cancellation of any Material Contract or Permit; (ji) any material change capital expenditure, except as set forth in the manner business plan for the fiscal year ending January 1, 2011 set forth in which it (i) extends discounts, credits or warranties to customers, (ii) otherwise deals with its customers or (iii) makes accommodations or other concessionsthe Earnout Business Plan; (k) any deferral of the payment of any accounts payable other than in the ordinary course of business, or any discount, accommodation or other concession made in order to accelerate or induce the collection of any accounts receivable, other than in the ordinary course of business; (l) incurrence of any Indebtedness outside the ordinary course of business; (m) undertaking of an obligation to guarantee the Indebtedness of any Person or any Off Balance Sheet Arrangement; (n) cancellation of any debts or claims owed to the RFG Family Entities or amendment, termination or waiver of any rights, except in the ordinary course of business consistent with past practice; (oj) imposition of any Encumbrance upon any of the Assets (other than Permitted Encumbrances); (p) loan to any employee, except in the ordinary course of business consistent with past practice in an amount not to exceed $10,000; (q) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (r) purchase, lease or other acquisition of the right to own, use or lease any property or assets in connection with the Business for an amount in excess of $100,000, individually (in the case of a lease, per annum), or $100,000 in the aggregate (in the case of a lease, for the entire term of the lease; provided, that such annual amount does not exceed $100,000), except for purchases of inventory or supplies in the ordinary course of business consistent with past practice; (sk) grant of any bonuses, whether monetary or otherwise, or any general wage or salary increases in respect of any employees, other than as provided for in any written agreements or consistent with past practice, or change in the terms of employment for any employee except as contemplated by this Agreement; (tl) entry into or termination of any written employment agreement or collective bargaining agreement covering any employee or modification of the terms of any such existing agreement; (um) loan to any employee, except in the ordinary course of business consistent with past practice in an amount not to exceed $50,000; (n) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (o) purchase, lease or other acquisition of the right to own, use or lease any property or assets in connection with the Business for an amount in excess of $1,000,000, individually (in the case of a lease, per annum), or $10,000,000 in the aggregate (in the case of a lease, for the entire term of the lease; provided, that such annual amount does not exceed $1,000,000), except for purchases of inventory or supplies in the ordinary course of business consistent with past practice; (p) adoption, amendment, modification or termination of any bonus, profit sharing, incentive, severance, or other plan, Contract or commitment for the benefit of any employees (or any such action taken with respect to any other benefit plan); (v) commencement or settlement of any material litigation; (w) amendment to any of its Organizational Documents; (x) split, combination or reclassification of any Securities, issuance or commitment to the issuance of any Securities or declaration, setting aside or payment of any dividend, other distribution (whether in cash, stock or property), redemption or repurchase with respect to any Securities; (y) material labor dispute or material claim of unfair labor practices involving any of the RFG Family Entities or any termination of employment (voluntarily or involuntarily) of any material number of employees; or (zq) entry into a any Contract to do any of the foregoing, or commitment that would result in any of the foregoing.

Conduct in the Ordinary Course; Absence of Certain Changes. Since Without limiting the date of the Interim Financial Statements through the date of this Agreementforegoing, except for the Roll Up Transaction, as contemplated or permitted by this Agreement or as set forth on Schedule 3.11 in Section 3.8 of the Traq Disclosure Schedule, since Traq Unaudited Balance Sheet Date, neither Traq nor any of its any of its Subsidiaries has: (a) issued, sold, redeemed or repurchased any stock, bonds or other corporate securities or any rights, options or warrants with respect thereto (except pursuant to the Sellers’ Disclosure Letterconversion or exercise of convertible securities, each options or warrants), or amended any of the RFG Family Entities has conducted terms (including without limitation the vesting of) any such convertible securities, options or warrants; (b) split, combined or reclassified any shares of Traq Capital Stock, or declared, set aside or paid any dividend or other distribution with respect to any shares of Traq Capital Stock, whether in cash, stock or property, or any combination thereof; (c) made any loan, advance or capital contribution to or investment in, or guaranteed any indebtedness of or otherwise incurred any Indebtedness on behalf of, any Person other than (A) loans, advances or capital contributions to or investments in wholly owned subsidiaries, or (B) loans or advances to employees of Traq or any of its respective business Subsidiaries made in the ordinary course of business; (d) borrowed any amount or incurred or become subject to any liabilities (absolute or contingent), except current liabilities incurred in the ordinary course of business; (e) discharged or satisfied any claim or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (f) amended its Certificate of Incorporation, Articles of Organization, by-laws or other organizational document; (g) instituted or settled any Litigation; (h) mortgaged or pledged any of its assets, tangible or intangible, or subjected itself or any portion of its assets, tangible or intangible, to any claim or Encumbrance, other than Permitted Encumbrances; (i) acquired or sold, assigned, transferred or otherwise disposed of any amount of tangible assets, except in the ordinary course of business, or canceled any debts or claims; (j) sold, assigned, licensed, sublicensed or transferred any intangible asset or Traq Owned Intellectual Property, or disclosed any proprietary or confidential information to any Person not associated with Traq and any of its Subsidiaries, other than in the ordinary course of business consistent with past practice, and there has not been any: (a) event, occurrence or development that has had, or would reasonably be expected pursuant to have, individually or in the aggregate, a Material Adverse Effectwritten agreement; (bk) material change waived any right of value in excess of $25,000, or aggregate rights in excess of $50,000 (including any method of accounting insurance policy naming it as a beneficiary or accounting practice for the Business, except as required by changes in GAAP or as disclosed in the notes to the Financial Statementsa loss payable payee); (cl) material made aggregate capital expenditures or commitments therefor in excess of $100,000; (m) done any of the following: (A) entered into, adopted or amended any Traq Employee Plan (other than Traq Employee Plan amendments required by Law), (B) made any grant of any severance or termination pay to any director, officer, employee or individual providing services to Traq any of its Subsidiaries, (C) entered into any employment, deferred compensation, change in cash management practices and policiescontrol or other similar agreement (or any amendment to any such existing agreement) with any director, practices and procedures officer, employee or individual providing services to Traq any of its Subsidiaries, (D) increased benefits payable under any existing severance or termination pay policies or employment agreements, or (E) increased compensation, bonus or other benefits payable to directors, officers, employees or individuals providing services to Traq any of its Subsidiaries, other than, in the case of clause (B), with respect to collection non-executive employees, and in the case of accounts receivableclause (E), establishment in the ordinary course of reserves for uncollectible accounts receivable, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer depositsbusiness; (dn) change in its Tax reporting principlesentered into any joint venture, practices partnership or policies, Tax election, or extension or waiver of the limitation period applicable to any claim or assessment in respect of Taxessimilar arrangement; (eo) transferamended, assignmentmodified or terminated any Traq Material Contract, sale or other disposition of any material Assets shown or reflected than in the balance sheet included with the Interim Financial Statementsordinary course of business, except for any such Traq Material Contract that terminated in accordance with its terms, or taken any action that would constitute a violation of or default under any Traq Material Contract; (p) materially changed its accounting methods, principles or practices, or revalued any of its assets (including without limitation the sale writing down of the value of inventory or the writing off of notes or accounts receivable other than in the ordinary course of business); (q) merged with, entered into a consolidation with or acquired an interest of 5% or more in any Person or acquired a substantial portion of the assets or business of any Person or any division or line of business thereof, or otherwise acquired any material assets other than in the ordinary course of business consistent with past practice; (fr) transfer, assignment or grant of made any material license or sublicense of any material rights under or with respect to any Intellectual Property; (g) material capital expenditure, except as set forth changes in the Business Plan or as otherwise permitted in the Exclusivity Agreement; (h) material damage, destruction or loss, customary methods of operations of Traq or any material interruption in useof its Subsidiaries, of any material Assetsincluding, whether or not covered by insurance; (i) accelerationwithout limitation, terminationpractices and policies relating to purchasing, material modification to or cancellation of any Material Contract or Permit; (j) any material change in the manner in which it (i) extends discountsmarketing, credits or warranties to customers, (ii) otherwise deals with its customers or (iii) makes accommodations or other concessions; (k) any deferral of the payment of any accounts payable other than in the ordinary course of business, or any discount, accommodation or other concession made in order to accelerate or induce the collection of any accounts receivable, other than in the ordinary course of business; (l) incurrence of any Indebtedness outside the ordinary course of business; (m) undertaking of an obligation to guarantee the Indebtedness of any Person or any Off Balance Sheet Arrangement; (n) cancellation of any debts or claims owed to the RFG Family Entities or amendment, termination or waiver of any rights, except in the ordinary course of business consistent with past practice; (o) imposition of any Encumbrance upon any of the Assets (other than Permitted Encumbrances); (p) loan to any employee, except in the ordinary course of business consistent with past practice in an amount not to exceed $10,000; (q) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (r) purchase, lease or other acquisition of the right to own, use or lease any property or assets in connection with the Business for an amount in excess of $100,000, individually (in the case of a lease, per annum), or $100,000 in the aggregate (in the case of a lease, for the entire term of the lease; provided, that such annual amount does not exceed $100,000), except for purchases of inventory or supplies in the ordinary course of business consistent with past practiceselling and pricing; (s) grant made or changed any material Tax election, changed an annual accounting period, adopted or changed any accounting method, filed any amended Tax Returns, entered into any closing agreement, settled or consented to any Tax Claim, surrendered any right to claim a refund of material Taxes, settled or compromised any bonuses, whether monetary material Tax liability or otherwise, consented to any extension or waiver of the limitation period applicable to any general wage or salary increases in respect of any employees, other than as provided for in any written agreements or consistent with past practice, or change in the terms of employment for any employee except as contemplated by this AgreementTax Claim; (t) entry into or termination of failed to pay any written employment agreement or collective bargaining agreement covering creditor any employee or modification of the terms of any material amount owed to such existing agreementcreditor when due; (u) adoptionsold, amendmenttransferred or leased any properties or assets (real, modification personal or termination of any bonusmixed, profit sharing, incentive, severance, tangible or other plan, Contract or commitment for the benefit of any employees (or any such action taken with respect intangible) to any other benefit plan)of its officers, directors, employees, agents, consultants or sales associates, stockholders or their Affiliates; (v) commencement suffered any Traq Material Adverse Effect and, to Traq’s Knowledge, there is no condition, basis, development or settlement contingency of any material litigation;kind existing or which, so far as can be reasonably foreseen by Traq, could reasonably be expected to result in a Traq Material Adverse Effect; or (w) amendment agreed in writing or otherwise to any of its Organizational Documents; (x) split, combination or reclassification of any Securities, issuance or commitment to the issuance of any Securities or declaration, setting aside or payment of any dividend, other distribution (whether in cash, stock or property), redemption or repurchase with respect to any Securities; (y) material labor dispute or material claim of unfair labor practices involving take any of the RFG Family Entities or any termination of employment (voluntarily or involuntarily) of any material number of employees; or (z) entry into a Contract to do any of the foregoing, or commitment that would result in any of the foregoingforegoing actions.