Common use of Events Subsequent to Most Recent Fiscal Month End Clause in Contracts

Events Subsequent to Most Recent Fiscal Month End. Except as set forth on Schedule 4.7, since the date that falls on the Most Recent Fiscal Month End, there has not been any Company Material Adverse Effect. Except as set forth on Schedule 4.7 or as disclosed in the Company SEC Reports, since the date that falls on the Most Recent Fiscal Month End through the date hereof: (a) the Company has not sold, leased, transferred, or assigned any assets, tangible or intangible having a value in excess of Fifty Thousand Dollars ($50,000), except for transactions made in the ordinary course of business; (b) the Company has not entered into any material agreement, contract, lease, or license outside the ordinary course of business, including any Company Material Agreement; (c) the Company has not accelerated, terminated, made material modifications to, canceled, or failed to renew, or received any threat from a third party that any of the foregoing would occur, with respect to any Company Material Agreement; (d) the Company has not imposed or had imposed any Security Interest (other than Permitted Exceptions) upon any of its assets or properties, tangible, or intangible; (e) there has been no change made or authorized in the Organizational Documents of the Company; (f) the Company has not issued, sold, or otherwise disposed of any securities or other Capital Stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its Capital Stock, or issued any unit appreciation, phantom unit, unit plans, profit participation, or similar rights with respect to the Company; (g) the Company has not declared, set aside, or paid any dividend or made any distribution with respect to its Capital Stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its Capital Stock; (h) the Company has not experienced any damage, destruction, or loss (whether or not covered by insurance) to its property in excess of Fifty Thousand Dollars ($50,000); (i) the Company has not experienced any strike, work stoppage, or lockout or encountered any labor union organizing activities by or among its employees; (j) the Company has not made any change in accounting methods or principles applicable to its business, including changes in estimates or valuation methods, ceased making accruals consistent with past practice, or made or caused to be made any restatement of value of any properties or assets in the financial statements of the Company (other than annual restatements of inventory values in the ordinary course of business); (k) the Company has not elected, revoked, or amended any material Tax election, settled, or compromised any claim or assessment with respect to Taxes, executed any closing agreement or any other agreement with respect to Taxes, executed or consented to any waivers extending the statutory period of limitations with respect to the collection or assessment of any Taxes, or amended any income or other material Tax Returns; (l) the Company has not adopted any new Employee Benefit Plan or amended any existing Employee Benefit Plan (except to the extent required by Applicable Law); (m) the Company has not delayed or accelerated payment of any account payable or other liability or obligation beyond or in advance of its due date or the date when such liability or obligation would have been paid in the ordinary course of business; and (n) the Company has not committed to any of the foregoing.

Events Subsequent to Most Recent Fiscal Month End. Except as set forth on Schedule 4.7, since the date that falls on Since the Most ------------------------------------------------- Recent Fiscal Month End, there has not been any Company Material Adverse Effect. Except as set forth on Schedule 4.7 or as disclosed material adverse change in the business, financial condition, operations, results of operations, or future prospects of the Company SEC Reportsand its Subsidiaries taken as a whole. Without limiting the generality of the foregoing, since the date that falls on the Most Recent Fiscal Month End through the date hereofdate: (ai) none of the Company and its Subsidiaries has not sold, leased, transferred, or assigned any material assets, tangible or intangible having a value in excess intangible, outside the Ordinary Course of Fifty Thousand Dollars ($50,000), except for transactions made in the ordinary course of businessBusiness; (bii) none of the Company and its Subsidiaries has not entered into any material agreement, contract, lease, or license outside the ordinary course Ordinary Course of business, including any Company Material AgreementBusiness; (ciii) no party (including any of the Company and its Subsidiaries) has not accelerated, terminated, made material modifications to, canceledor canceled any material agreement, contract, lease, or failed license to renew, or received any threat from a third party that which any of the foregoing would occur, with respect to Company and its Subsidiaries is a party or by which any Company Material Agreementof them is bound; (div) none of the Company and its Subsidiaries has not imposed or had imposed any material Security Interest (other than Permitted Exceptions) upon any of its assets or propertiesassets, tangible, tangible or intangible; (ev) there has been no change made or authorized in the Organizational Documents none of the CompanyCompany and its Subsidiaries has made any material capital expenditures outside the Ordinary Course of Business; (fvi) none of the Company and its Subsidiaries has made any material capital investment in, or any material loan to, any other Person outside the Ordinary Course of Business; (vii) the Company has and its Subsidiaries have not issuedcreated, soldincurred, assumed, or otherwise disposed guaranteed more than $1,000,000 in aggregate indebtedness for borrowed money and capitalized lease obligations; (viii) none of the Company and its Subsidiaries has granted any license or sublicense of any securities material rights under or other Capital Stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its Capital Stock, or issued any unit appreciation, phantom unit, unit plans, profit participation, or similar rights with respect to the Companyany Intellectual Property; (gix) none of the Company and its Subsidiaries has not declared, set aside, or paid any dividend or made any distribution with respect to its Capital Stock capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its Capital Stockcapital stock; (hx) none of the Company and its Subsidiaries has not experienced any material damage, destruction, or loss (whether or not covered by insurance) to its property in excess of Fifty Thousand Dollars ($50,000)property; (ixi) none of the Company and its Subsidiaries has not experienced made any strike, work stoppageloan to, or lockout or encountered entered into any labor union organizing activities by or among other transaction with, any of its employeesdirectors, officers, and employees outside the Ordinary Course of Business; (jxii) the Company has not made any change in accounting methods or principles applicable to its business, including changes in estimates or valuation methods, ceased making accruals consistent with past practice, or made or caused to be made any restatement of value of any properties or assets in the financial statements none of the Company (other than annual restatements and its Subsidiaries has entered into any employment contract or collective bargaining agreement, written or oral, or modified the terms of inventory values any existing such contract or agreement except to provide for increases in the ordinary course of business)compensation for fiscal year 1999; (kxiii) none of the Company and its Subsidiaries has not electedgranted any increase in the base compensation of any of its directors, revokedofficers, and employees outside the Ordinary Course of Business; (xiv) none of the Company and its Subsidiaries has adopted, amended, modified, or amended terminated any material Tax electionbonus, settledprofit-sharing, incentive, severance, or compromised other plan, contract, or commitment for the benefit of any claim of its directors, officers, and employees (or assessment taken any such action with respect to Taxes, executed any closing agreement or any other agreement with respect to Taxes, executed or consented to any waivers extending the statutory period of limitations with respect to the collection or assessment of any Taxes, or amended any income or other material Tax Returns; (l) the Company has not adopted any new Employee Benefit Plan or amended any existing Employee Benefit Plan (except to the extent required by Applicable LawPlan); (m) the Company has not delayed or accelerated payment of any account payable or other liability or obligation beyond or in advance of its due date or the date when such liability or obligation would have been paid in the ordinary course of business; and (nxv) none of the Company and its Subsidiaries has not committed to any of the foregoing.

Events Subsequent to Most Recent Fiscal Month End. Except as set forth on Schedule 4.75.7, since the date that falls on the Most Recent Fiscal Month End, there has not been any Company Parent Material Adverse Effect. Except as set forth on Schedule 4.7 5.7 or as disclosed in the Company Parent SEC Reports, since the date that falls on the Most Recent Fiscal Month End through the date hereof: (a) the Company Parent has not sold, leased, transferred, or assigned any assets, tangible or intangible having a value in excess of Fifty Thousand Dollars ($50,000), except for transactions made in the ordinary course of business; (b) the Company Parent has not entered into any material agreement, contract, lease, or license outside the ordinary course of business, including any Company Parent Material Agreement; (c) the Company Parent has not accelerated, terminated, made material modifications to, canceled, or failed to renew, or received any threat from a third party that any of the foregoing would occur, with respect to any Company Parent Material Agreement; (d) the Company Parent has not imposed or had imposed any Security Interest (other than Permitted Exceptions) upon any of its assets or properties, tangible, or intangible; (e) there has been no change made or authorized in the Organizational Documents of the CompanyParent; (f) the Company Parent has not issued, sold, or otherwise disposed of any securities or other Capital Stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its Capital Stock, or issued any unit appreciation, phantom unit, unit plans, profit participation, or similar rights with respect to the CompanyParent; (g) the Company Parent has not declared, set aside, or paid any dividend or made any distribution with respect to its Capital Stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its Capital Stock; (h) the Company Parent has not experienced any damage, destruction, or loss (whether or not covered by insurance) to its property in excess of Fifty Thousand Dollars ($50,000); (i) the Company Parent has not experienced any strike, work stoppage, or lockout or encountered any labor union organizing activities by or among its employees; (j) the Company Parent has not made any change in accounting methods or principles applicable to its business, including changes in estimates or valuation methods, ceased making accruals consistent with past practice, or made or caused to be made any restatement of value of any properties or assets in the financial statements of the Company Parent (other than annual restatements of inventory values in the ordinary course of business); (k) the Company Parent has not elected, revoked, or amended any material Tax election, settled, or compromised any claim or assessment with respect to Taxes, executed any closing agreement or any other agreement with respect to Taxes, executed or consented to any waivers extending the statutory period of limitations with respect to the collection or assessment of any Taxes, or amended any income or other material Tax Returns; (l) the Company Parent has not adopted any new Employee Benefit Plan or amended any existing Employee Benefit Plan (except to the extent required by Applicable Law); (m) the Company Parent has not delayed or accelerated payment of any account payable or other liability or obligation beyond or in advance of its due date or the date when such liability or obligation would have been paid in the ordinary course of business; and (n) the Company Parent has not committed to any of the foregoing.

Events Subsequent to Most Recent Fiscal Month End. Except as set forth on Schedule 4.7, since the date that falls on Between the Most Recent Fiscal Month EndEnd and the Effective Date, there has not been any Company Material Adverse EffectChange. Except Without limiting the generality of the foregoing and except as set forth on Schedule 4.7 or as disclosed in the Company SEC Reports3(h), since the date that falls on the Most Recent Fiscal Month End through the date hereofdate: (ai) the Company BDE has not sold, leased, transferred, or assigned any of its assets, tangible or intangible having a value in excess of Fifty Thousand Dollars ($50,000)intangible, except for transactions made relating to the Business other than in the ordinary course Ordinary Course of businessBusiness; (bii) the Company BDE has not entered into any material agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) relating to the Business (a) outside the ordinary course Ordinary Course of business, including any Company Material AgreementBusiness or (b) that involve more than $10,000; (ciii) the Company No party (including BDE) has not accelerated, terminated, modified, cancelled any agreement, contract, lease or license relating to the Business (or series of related agreements, contract, leases, and licenses) involving more than $10,000 to which BDE is a party or by which it is bound outside the Ordinary Course of Business. (iv) BDE has not imposed or permitted to exist any Lien, except Permitted Liens, upon any of its assets, tangible or intangible, relating to the Business; (v) In connection with the operation of the Business, BDE has not made material modifications any capital investment in, any loan to, canceledor any acquisition of the securities or assets of, any other Person, other than an Affiliate, (or series of related capital investments, loans, and acquisitions), either involving more than $10,000 or outside the Ordinary Course of Business; (vi) BDE has not issued any note, bond, or failed to renewother debt security or created, incurred, assumed, or received guaranteed any threat from a third party indebtedness for borrowed money or capitalized lease obligation either involving more than $10,000.00 singly or $100,000.00 in the aggregate that has not been waived; (vii) BDE has not delayed or postponed the payment of accounts payable and other Liabilities outside the Ordinary Course of Business; (viii) BDE has not cancelled, compromised, waived, or released any right or claim (or series of related rights and claims) either involving more than $10,000 or outside the foregoing would occurOrdinary Course of Business; (ix) BDE has not transferred, assigned, or granted any license or sublicense of any rights under or with respect to any Company Material AgreementIntellectual Property that relates to the Business outside of the Ordinary Course of Business; (dx) the Company has not imposed or had imposed any Security Interest (other than Permitted Exceptions) upon any of its assets or properties, tangible, or intangible; (e) there has been no change made or authorized in the Organizational Documents of the Company; (f) the Company has not issued, sold, or otherwise disposed of any securities or other Capital Stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its Capital Stock, or issued any unit appreciation, phantom unit, unit plans, profit participation, or similar rights with respect to the Company; (g) the Company has not declared, set aside, or paid any dividend or made any distribution with respect to its Capital Stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its Capital Stock; (h) the Company BDE has not experienced any material damage, destruction, or loss (whether or not covered by insurance) to its property in excess any of Fifty Thousand Dollars ($50,000)the Acquired Assets; (ixi) the Company BDE has not experienced any strike, work stoppage, discharged a material Liability or lockout or encountered any labor union organizing activities by or among its employeesLien outside the Ordinary Course of Business; (jxii) the Company BDE has not made any change in accounting methods loans or principles applicable to its businessadvances of money, including changes in estimates or valuation methods, ceased making accruals consistent with past practice, or made or caused to be made any restatement of value of any properties or assets in the financial statements of the Company (other than annual restatements of inventory values in the ordinary course of business); (k) the Company has not elected, revoked, or amended any material Tax election, settled, or compromised any claim or assessment with respect to Taxes, executed any closing agreement or any other agreement with respect to Taxes, executed or consented to any waivers extending the statutory period of limitations with respect to the collection or assessment of any Taxes, or amended any income or other material Tax Returns; (l) the Company has not adopted any new Employee Benefit Plan or amended any existing Employee Benefit Plan (except to the extent required by Applicable Law); (m) the Company has not delayed or accelerated payment of any account payable or other liability or obligation beyond or in advance of its due date or the date when such liability or obligation would have been paid in the ordinary course of businessfor Affiliate transactions; and (nxiii) the Company BDE has not committed to any of the foregoing.

Events Subsequent to Most Recent Fiscal Month End. Except as set forth on Schedule 4.7, since the date that falls on Since the Most Recent Fiscal Month End, except as set forth in Section 3.23 of the Seller Disclosure Schedule or as otherwise agreed to by the Purchaser under Section 5.02 below, there has not been any Company Material Adverse Effect. Except as set forth on Schedule 4.7 or as disclosed adverse change in the Company SEC Reportsbusiness, financial condition, operations, or results of operations of the Seller. Without limiting the generality of the foregoing, since the date that falls on the Most Recent Fiscal Month End through the date hereofdate: (a) the Company Seller has not sold, leased, transferred, or assigned any of its assets, tangible or intangible having intangible, other than for a value in excess of Fifty Thousand Dollars ($50,000), except for transactions made fair consideration in the ordinary course Ordinary Course of businessBusiness; (b) the Company Seller has not entered into any material agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) (other than inventory purchase and sale agreements) related to the Purchased Assets, either involving more than $100,000 or outside the ordinary course Ordinary Course of business, including any Company Material AgreementBusiness; (c) the Company Seller has not accelerated, terminated, made material modifications to, canceled, or failed to renew, or received any threat from a third party that any entered into an agreement for the purchase and sale of inventory involving more than $50,000 outside the foregoing would occur, with respect to any Company Material AgreementOrdinary Course of Business; (d) no party (including the Company Seller) has accelerated, terminated, modified, or cancelled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $100,000 to which the Seller is a party or by which it is bound; (e) the Seller has not imposed or had imposed any Security Interest (other than Permitted Exceptions) upon any of its assets or properties, tangible, or intangiblethe Purchased Assets; (ef) the Seller has not made any capital expenditure (or series of related capital expenditures) relating to the Purchased Assets either involving more than $100,000 or outside the Ordinary Course of Business; (g) the Seller has not issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligation relating to the Purchased Assets; (h) the Seller has not delayed or postponed the payment of accounts payable and other Liabilities related to the Assigned Contracts outside the Ordinary Course of Business; (i) there has been no change made or authorized in the Organizational Documents charter documents of the CompanySeller; (fj) to the Company best of the Seller's Knowledge, no stockholder of Seller has not issued, sold, sold or otherwise disposed of any securities of its equity interest in the Seller (except transfers to Affiliates of the Seller) or other Capital Stock, or has granted any Person any options, warrants, warrants or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its Capital Stock, or issued any unit appreciation, phantom unit, unit plans, profit participation, or similar rights with respect to equity interest in the CompanySeller; (gk) the Company Seller has not declared, set aside, or paid any unlawful dividend or made any unlawful distribution with respect to its Capital Stock of profits (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its Capital Stock); (hl) the Company Seller has not experienced any damage, destruction, or loss (whether or not covered by insurance) to its property in excess of Fifty Thousand Dollars ($50,000); (i) the Company has not experienced any strike, work stoppage, or lockout or encountered any labor union organizing activities by or among its employees; (j) the Company has not made any change in accounting methods or principles applicable to its business, including changes in estimates or valuation methods, ceased making accruals consistent with past practice, or made or caused to be made any restatement of value of any properties or assets in the financial statements of the Company Purchased Assets (other than annual restatements of inventory values in the ordinary course of business); (k) the Company has not elected, revoked, or amended any material Tax election, settled, or compromised any claim or assessment with respect to Taxes, executed any closing agreement or any other agreement with respect to Taxes, executed or consented to any waivers extending the statutory period of limitations with respect to the collection or assessment of any Taxes, or amended any income or other material Tax Returns; (l) the Company has not adopted any new Employee Benefit Plan or amended any existing Employee Benefit Plan (except to the extent required by Applicable Lawwear and tear); (m) the Company Seller has not delayed made any loan to, or accelerated payment entered into any other transaction with any Transferred Employee outside the Ordinary Course of any account payable or other liability or obligation beyond or in advance of its due date or the date when such liability or obligation would have been paid in the ordinary course of business; andBusiness; (n) the Company Seller has not entered into any employment contract or, whether on a collective or individual basis, whether written or oral, providing annual compensation in excess of $15,000 per employee or providing severance benefits beyond those standard severance benefits provided to employees under Seller's normal policy in effect before the Most Recent Fiscal Month End, a true and complete copy of which has been provided to Purchaser, or modified the terms of any existing such contract or agreement; (o) the Seller has not granted any increase in the base compensation of any of the Transferred Employee providing annual compensation in excess of $15,000 or providing any new or additional severance benefits; (p) the Seller has not adopted, amended, modified, or terminated any bonus, profit-sharing, incentive, social welfare, housing, severance, or other plan, contract, or commitment for the benefit of any of its directors, officers, and employees (or taken any such action with respect to any other employee benefit plan); (q) the Seller has not made any other change in employment terms for any of its directors, officers, and employees outside the Ordinary Course of Business, except for the termination of the Transferred Employees as contemplated by this Agreement; and (r) the Seller has not committed to any of the foregoing.

Events Subsequent to Most Recent Fiscal Month End. Except as set forth on Schedule 4.7Section 3.7 of the Disclosure Schedule, since the date that falls on the Most Recent Fiscal Month End, there has not been any Company Material Adverse EffectChange. Except as set forth on Schedule 4.7 or as disclosed in Without limiting the Company SEC Reportsgenerality of the foregoing, since the date that falls on the Most Recent Fiscal Month End through the date hereofdate: (a) the Company has not sold, leased, transferred, or assigned any of its assets, tangible or intangible having intangible, other than for a value in excess of Fifty Thousand Dollars ($50,000), except for transactions made fair consideration in the ordinary course Ordinary Course of businessBusiness; (b) the Company has not entered into any material agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) either involving more than Fifty Thousand and 00/100 ($50,000.00) Dollars, or outside the ordinary course Ordinary Course of business, including any Company Material AgreementBusiness; (c) the Company has not accelerated, terminated, made material modifications to, canceledmodified, or failed to renewcancelled any agreement, contract, lease, or received any threat from license (or series of related agreements, contracts, leases, and licenses) involving more than Fifty Thousand and 00/100 ($50,000.00) Dollars to which the Company is a third party that any of or by which the foregoing would occur, with respect to any Company Material Agreementis bound; (d) the Company has not imposed or had imposed any Security Interest (other than Permitted Exceptions) Liens upon any of its assets or propertiesassets, tangible, tangible or intangible; (e) the Company has not made any capital expenditure (or series of related capital expenditures) either involving more than Fifty Thousand and 00/100 ($50,000.00) Dollars or outside the Ordinary Course of Business; (f) the Company has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person; (g) the Company has not issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligations; (h) the Company has not delayed or postponed the payment of accounts payable and other Liabilities; (i) the Company has not cancelled, compromised, waived, or released any right or claim (or series of related rights and claims). (j) the Company has not transferred, assigned, or granted any license or sublicense of any rights under or with respect to any Intellectual Property; (k) there has been no change made or authorized in the Organizational Documents Certificate of Organization of the CompanyCompany or the Company Operating Agreement; (fl) the Company has not issued, sold, or otherwise disposed of any securities or other Capital Stockof its capital accounts, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its Capital Stock, or issued any unit appreciation, phantom unit, unit plans, profit participation, or similar rights with respect to the Companymembership interests; (gm) other than quarterly distributions to Company Members paid consistent with past practices, the Company has not declared, set aside, or paid any dividend or made any distribution with respect to its Capital Stock member’s capital accounts (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its Capital Stockmembership interests, other than as provided in the Company Operating Agreement; (hn) the Company has not experienced any material damage, destruction, or loss (whether or not covered by insurance) to its property in excess of Fifty Thousand Dollars ($50,000)property; (i) the Company has not experienced any strike, work stoppage, or lockout or encountered any labor union organizing activities by or among its employees; (jo) the Company has not made any change in accounting methods or principles applicable to its business, including changes in estimates or valuation methods, ceased making accruals consistent with past practiceloan to, or made or caused to be made entered into any restatement other transaction with, any of value its directors, officers, and employees outside the Ordinary Course of any properties or assets in the financial statements of the Company (other than annual restatements of inventory values in the ordinary course of business)Business; (kp) the Company has not electedentered into or terminated any employment contract or collective bargaining agreement, revokedwritten or oral, or amended any material Tax election, settled, or compromised any claim or assessment with respect to Taxes, executed any closing agreement or any other agreement with respect to Taxes, executed or consented to any waivers extending modified the statutory period of limitations with respect to the collection or assessment terms of any Taxes, existing such contract or amended any income or other material Tax Returnsagreement; (lq) the Company has not adopted granted any new Employee Benefit Plan or amended increase in the base compensation of any existing Employee Benefit Plan (except to of its directors, officers, and employees outside the extent required by Applicable Law)Ordinary Course of Business; (mr) the Company has not delayed adopted, amended, modified, or accelerated payment terminated any bonus, profit sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any account payable or other liability or obligation beyond or in advance of its due date directors, officers, and employees (or the date when taken any such liability or obligation would have been paid in the ordinary course of business; andaction with respect to any other Employee Benefit Plan); (ns) the Company has not committed to made any other change in employment terms for any of its directors, officers, and employees outside the foregoingOrdinary Course of Business; (t) the Company has not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business; (u) there has not been any other material occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business involving the Company; (v) the Company has not discharged a material Liability or Lien outside the Ordinary Course of Business; (w) Other than pursuant to an effective confidentiality agreement, the Company has not disclosed any Confidential Information.

Events Subsequent to Most Recent Fiscal Month End. Except as set forth on Schedule 4.73(f), since the date that falls on the Most Recent Fiscal Month End, there has not been any Company Material Adverse Effect. Except as set forth on Schedule 4.7 or as disclosed material adverse change in the Company SEC Reportsassets, Liabilities, business, financial condition, operations, results of operations, or future prospects of the Seller taken as a whole. Without limiting the generality of the foregoing, since the date that falls on the Most Recent Fiscal Month End through the date hereofdate: (ai) the Company Seller has not sold, leased, transferred, or assigned any of its assets, tangible or intangible having intangible, other than for a value in excess of Fifty Thousand Dollars ($50,000), except for transactions made fair consideration in the ordinary course Ordinary Course of businessBusiness; (bii) the Company Seller has not entered into any material agreement, contract, lease, sublease, license, or license sublicense (or series of related contracts, leases, subleases, licenses, and sublicenses) outside the ordinary course Ordinary Course of business, including any Company Material AgreementBusiness; (ciii) the Company no party has not accelerated, terminated, made material modifications to, canceledmodified, or failed to renewcanceled any contract, lease, sublease, license, or received any threat from sublicense (or series of related contracts, leases, subleases, licenses, and sublicenses) involving more than $10,000.00 to which the Seller is a third party that or by which any of the foregoing would occur, with respect to any Company Material Agreementthem is bound; (div) the Company Seller has not imposed or had imposed any Security Interest (other than Permitted Exceptions) upon any of its assets or propertiesassets, tangible, tangible or intangible; (ev) there the Seller has been no change not made any capital expenditure (or authorized in series of related capital expenditures) outside the Organizational Documents Ordinary Course of the CompanyBusiness; (fvi) the Company Seller has not issuedcreated, soldincurred, assumed, or otherwise disposed guaranteed any indebtedness (including capitalized lease obligations) either involving more than $10,000.00 singly or $50,000.00 in the aggregate or outside the Ordinary Course of Business; (vii) the Seller has not delayed or postponed (beyond its normal practice) the payment of accounts payable and other Liabilities; (viii) the Seller has not canceled, compromised, waived, or released any right or claim (or series of related rights and claims) outside the Ordinary Course of Business; (ix) the Seller has not granted any license or sublicense of any securities rights under or other Capital Stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its Capital Stock, or issued any unit appreciation, phantom unit, unit plans, profit participation, or similar rights with respect to the Companyany Intellectual Property; (gx) the Company Seller has not declared, set aside, or paid any dividend or made any distribution with respect to its Capital Stock (whether in cash or in kind) capital stock or redeemed, purchased, or otherwise acquired any of its Capital Stockcapital stock; (hxi) the Company Seller has not experienced any material damage, destruction, or loss (whether or not covered by insurance) to its property in excess of Fifty Thousand Dollars ($50,000)property; (ixii) the Company Seller has not experienced made or pledged to make any strike, work stoppage, charitable or lockout or encountered any labor union organizing activities by or among its employeesother capital contribution outside the Ordinary Course of Business; (jxiii) the Company there has not made been any change in accounting methods or principles applicable other material occurrence, event, incident, action, failure to its business, including changes in estimates or valuation methods, ceased making accruals consistent with past practiceact, or made or caused to be made any restatement transaction outside the Ordinary Course of value of any properties or assets in Business involving the financial statements of the Company (other than annual restatements of inventory values in the ordinary course of business); (k) the Company has not elected, revoked, or amended any material Tax election, settled, or compromised any claim or assessment with respect to Taxes, executed any closing agreement or any other agreement with respect to Taxes, executed or consented to any waivers extending the statutory period of limitations with respect to the collection or assessment of any Taxes, or amended any income or other material Tax Returns; (l) the Company has not adopted any new Employee Benefit Plan or amended any existing Employee Benefit Plan (except to the extent required by Applicable Law); (m) the Company has not delayed or accelerated payment of any account payable or other liability or obligation beyond or in advance of its due date or the date when such liability or obligation would have been paid in the ordinary course of businessSeller; and (nxiv) the Company Seller has not committed to any of the foregoing.

Events Subsequent to Most Recent Fiscal Month End. Except as set forth on Schedule 4.7, since the date that falls on Since the Most Recent Fiscal Month End, there has not been any Company Material Adverse Effect. Except as set forth on Schedule 4.7 or as disclosed adverse change in the Company SEC ReportsBusiness or the business, financial condition, operations, results of operations, or future prospects of the Seller or any of its Subsidiaries. Without limiting the generality of the foregoing, since that date: (i) neither the date that falls on the Most Recent Fiscal Month End through the date hereof: (a) the Company Seller nor any of its Subsidiaries has not sold, leased, transferred, pledged or assigned any of its assets, tangible or intangible having intangible, other than for a value fair consideration in excess the Ordinary Course of Fifty Thousand Dollars Business; ($50,000ii) neither the Seller nor any of its Subsidiaries has entered into (or issued), except for transactions made in the ordinary course of business; (b) the Company has not entered into accelerated, terminated, modified, or canceled any material agreement, contract, lease, note, bond, debt security or license either involving more than $5,000 or outside the ordinary course Ordinary Course of business, including Business; (iii) neither the Seller nor its Subsidiaries has made any Company Material Agreement; capital expenditure (cor series of related capital expenditures) either involving more than $10,000 or outside the Company has not accelerated, terminated, made material modifications to, canceled, or failed to renew, or received any threat from a third party that any Ordinary Course of Business; (iv) neither the foregoing would occur, with respect to any Company Material Agreement; (d) the Company has not imposed or had imposed any Security Interest (other than Permitted Exceptions) upon Seller nor any of its assets Subsidiaries has delayed or propertiespostponed the payment of accounts payable and other Liabilities outside the Ordinary Course of Business; (v) neither the Seller nor any of its Subsidiaries has canceled, tangiblecompromised, waived, or intangible; released any right or claim (eor series of related rights and claims) there either involving more than $5,000 or outside the Ordinary Course of Business; (vi) neither the Seller nor any of its Subsidiaries has been no change made or authorized in the Organizational Documents of the Company; (f) the Company has not issued, sold, or otherwise disposed of any securities or other Capital Stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its Capital Stockcapital stock, or issued any unit appreciation, phantom unit, unit plans, profit participation, or similar rights with respect to the Company; (g) the Company has not declared, set aside, or paid any dividend or made any distribution with respect to its Capital Stock capital stock (whether in cash or in kind) ), or redeemed, purchased, or otherwise acquired any of its Capital Stock; capital stock; (hvii) neither the Company Seller nor any of its Subsidiaries has not experienced any damage, destruction, or loss (whether or not covered by insurance) to its property property; (viii) neither the Seller nor any of its Subsidiaries has made any loan to, or entered into any other transaction with, any of its directors, officers, or employees outside the Ordinary Course of Business; (ix) neither the Seller nor any of its Subsidiaries has (a) entered into any employment contract or collective bargaining agreement, written or oral, or modified the terms of any existing such contract or agreement; (b) granted any increase in excess the base compensation of Fifty Thousand Dollars any of its directors, officers, or employees ($50,000); or made any other change in employment terms for such persons) outside the Ordinary Course of Business; or (ic) the Company adopted, amended, modified, or terminated any Employee Benefit Plan; (x) there has not experienced been any strikeother occurrence, work stoppageevent, incident, action, failure to act, or lockout or encountered any labor union organizing activities by or among its employees; (j) transaction outside the Company has not made any change in accounting methods or principles applicable to its business, including changes in estimates or valuation methods, ceased making accruals consistent with past practice, or made or caused to be made any restatement Ordinary Course of value of any properties or assets in Business involving the financial statements of the Company (other than annual restatements of inventory values in the ordinary course of business); (k) the Company has not elected, revoked, or amended any material Tax election, settled, or compromised any claim or assessment with respect to Taxes, executed any closing agreement Seller or any other agreement with respect to Taxes, executed or consented to any waivers extending the statutory period of limitations with respect to the collection or assessment of any Taxes, or amended any income or other material Tax Returns; (l) the Company has not adopted any new Employee Benefit Plan or amended any existing Employee Benefit Plan (except to the extent required by Applicable Law); (m) the Company has not delayed or accelerated payment of any account payable or other liability or obligation beyond or in advance of its due date or Subsidiaries; and (xi) neither the date when such liability or obligation would have been paid in the ordinary course Seller nor any of business; and (n) the Company its Subsidiaries has not committed to any of the foregoing.

Events Subsequent to Most Recent Fiscal Month End. Except as set forth on Schedule 4.7, since the date that falls on Since the Most Recent Fiscal Month End, there has not been any Company Material Adverse EffectChange. Except as set forth on Schedule 4.7 or as disclosed in Without limiting the Company SEC Reportsgenerality of the foregoing, since the date that falls on the Most Recent Fiscal Month End through the date hereofdate: (a) the Company Target has not sold, leased, transferred, or assigned any of its assets, tangible or intangible having intangible, other than for a value in excess of Fifty Thousand Dollars ($50,000), except for transactions made fair consideration in the ordinary course Ordinary Course of businessBusiness; (b) the Company Target has not entered into any material agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) either involving more than $10,000 or outside the ordinary course Ordinary Course of business, including any Company Material AgreementBusiness; (c) the Company no party has not accelerated, terminated, made material modifications to, canceledmodified, or failed to renewcancelled any agreement, contract, lease, or received any threat from license to which Target is a third party that any of the foregoing would occur, with respect to any Company Material Agreementor by which it is bound; (d) the Company Target has not imposed or had imposed any Security Interest (other than Permitted Exceptions) Liens upon any of its assets or propertiesassets, tangible, tangible or intangible; (e) the Target has not made any capital expenditure (or series of related capital expenditures) either involving more than $10,000; (f) the Target has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions) either involving more than $10,000 or outside the Ordinary Course of Business; (g) the Target has not issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligation either involving more than $10,000 singly or $20,000 in the aggregate; (h) the Target has not delayed or postponed the payment of accounts payable and other Liabilities outside the Ordinary Course of Business; (i) the Target has not cancelled, compromised, waived, or released any right or claim (or series of related rights and claims) either involving more than $10,000 or outside the Ordinary Course of Business; (j) the Target has not transferred, assigned, or granted any license or sublicense of any rights under or with respect to any Intellectual Property; (k) there has been no change made or authorized in the Organizational Documents charter or bylaws of the CompanyTarget; (fl) the Company Target has not issued, sold, or otherwise disposed of any securities or other Capital Stockof its capital stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its Capital Stock, or issued any unit appreciation, phantom unit, unit plans, profit participation, or similar rights with respect to the Companycapital stock; (gm) the Company Target has not declared, set aside, or paid any dividend or made any distribution with respect to its Capital Stock capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its Capital Stockcapital stock; (hn) the Company Target has not experienced any damage, destruction, or loss (whether or not covered by insurance) to its property in excess of Fifty Thousand Dollars ($50,000)property; (io) the Company has not experienced any strike, work stoppage, or lockout or encountered any labor union organizing activities by or among its employees; (j) the Company Target has not made any change in accounting methods or principles applicable to its business, including changes in estimates or valuation methods, ceased making accruals consistent with past practiceloan to, or made or caused to be made entered into any restatement other transaction with, any of value its directors, officers, and employees outside the Ordinary Course of any properties or assets in the financial statements of the Company (other than annual restatements of inventory values in the ordinary course of business)Business; (kp) the Company Target has not electedentered into or terminated any employment contract or collective bargaining agreement, revokedwritten or oral, or amended any material Tax election, settled, or compromised any claim or assessment with respect to Taxes, executed any closing agreement or any other agreement with respect to Taxes, executed or consented to any waivers extending modified the statutory period of limitations with respect to the collection or assessment terms of any Taxes, existing such contract or amended any income or other material Tax Returnsagreement; (lq) the Company Target has not adopted granted any new Employee Benefit Plan or amended increase in the base compensation of any existing Employee Benefit Plan (except to of its directors, officers, and employees outside the extent required by Applicable Law)Ordinary Course of Business; (mr) the Company Target has not delayed made any other change in employment terms for any of its directors, officers, and employees outside the Ordinary Course of Business; (s) the Target has not made or accelerated payment of pledged to make any account payable charitable or other liability capital contribution outside the Ordinary Course of Business; (t) there has not been any other material occurrence, event, incident, action, failure to act, or obligation beyond transaction outside the Ordinary Course of Business involving Target; (u) the Target has not discharged a material Liability or in advance Lien outside the Ordinary Course of its due date Business; (v) the Target has not made any loans or the date when such liability or obligation would have been paid in the ordinary course advances of businessmoney; and (nw) the Company Target has not committed to any of the foregoing.

Events Subsequent to Most Recent Fiscal Month End. Except as set forth on Schedule 4.7, since the date that falls on Since the Most Recent Fiscal Month End, there has not been any Company Material Adverse Effect. Except as set forth on Schedule 4.7 or as disclosed in the Company SEC Reports, since the date that falls on the Most Recent Fiscal Month End through the date hereof: (ai) the Company Target has not sold, leased, transferred, transferred or assigned any of its assets, tangible or intangible having intangible, other than for a value in excess fair consideration either involving more than $10,000 or outside the Ordinary Course of Fifty Thousand Dollars ($50,000), except for transactions made in the ordinary course of businessBusiness; (bii) the Company Target has not entered into any material agreement, contract, lease, lease or license (or series of related agreements, contracts, leases and licenses) outside the ordinary course Ordinary Course of business, including any Company Material AgreementBusiness; (ciii) the Company no party (including Target) has not accelerated, terminated, made material modifications tomodified or canceled any agreement, canceledcontract, lease or failed license (or series of related agreements, contracts, leases and licenses) outside the Ordinary Course of Business to renew, which Target is a party or received any threat from a third party that any of the foregoing would occur, with respect to any Company Material Agreementby which it is bound; (div) the Company Target has not imposed made any capital expenditure (or had imposed any Security Interest (other series of related capital expenditures) either involving more than Permitted Exceptions) upon any $250,000 or outside the Ordinary Course of its assets or properties, tangible, or intangibleBusiness; (ev) there Target has not issued any note, bond or other debt security or created, incurred, assumed or guaranteed any indebtedness for borrowed money or capitalized lease obligations outside the Ordinary Course of Business; (vi) Target has not canceled, compromised, waived or released any right or claim (or series of related rights and claims) involving more than $25,000; (vii) There has been no change made or authorized in the Organizational Documents Certificate of the CompanyIncorporation or bylaws of Target; (fviii) the Company Target has not issuedissued (other than upon the exercise of Target Options), sold, sold or otherwise disposed of any securities or other Capital Stockof its capital stock, or granted any options, warrants, warrants or other rights to purchase or obtain (including upon conversion, exchange, exchange or exercise) any of its Capital Stock, or issued any unit appreciation, phantom unit, unit plans, profit participation, or similar rights with respect to the Companycapital stock; (gix) the Company Target has not declared, set aside, aside or paid any dividend or made any distribution with respect to its Capital Stock capital stock (whether in cash or in kind) or redeemed, purchased, purchased or otherwise acquired any of its Capital Stockcapital stock; (hx) the Company Target has not experienced any damage, destruction, destruction or loss (whether or not covered by insurance) to its property in excess of Fifty Thousand Dollars (involving more than $50,000)250,000; (ixi) the Company Target has not experienced made any strike, work stoppageloan to, or lockout entered into any other transaction with, any of its directors, officers or encountered employees outside the Ordinary Course of Business; (xii) Target has not entered into any labor union organizing activities by employment contract or among collective bargaining agreement, written or oral, or modified in any material respect the terms of any existing such contract or agreement; (xiii) Target has not granted any bonuses or a greater than five percent (5%) increase in the base compensation of any of its directors, officers or employees; (jxiv) the Company Target has not made any other change in accounting methods or principles applicable to employment terms for any of its businessdirectors, including changes in estimates or valuation methods, ceased making accruals consistent with past practice, or made or caused to be made any restatement officers and employees outside the Ordinary Course of value of any properties or assets in the financial statements of the Company (other than annual restatements of inventory values in the ordinary course of business)Business; (kxv) the Company Target has not elected, revoked, made or amended pledged to make any material Tax election, settled, or compromised any claim or assessment with respect to Taxes, executed any closing agreement or any other agreement with respect to Taxes, executed or consented to any waivers extending the statutory period of limitations with respect to the collection or assessment of any Taxes, or amended any income charitable or other material Tax Returnscapital contribution outside the Ordinary Course of Business; (lxvi) the Company there has not adopted been no notice received by Target from any new Employee Benefit Plan supplier, customer or amended any existing Employee Benefit Plan (except to the extent required by Applicable Law); (m) the Company other entity with which Target has not delayed a material contractual relationship or accelerated payment whose non-performance of any account payable obligation or other liability duty to Target would have a Target Material Adverse Effect, indicating that such relationship or obligation beyond contract would likely be modified or in advance terminated as a result of any failure of Target or any of its due date or the date when such liability or obligation would have been paid Systems to be Year 2000 Compliant in the ordinary course of businessany respect; and (nxvii) the Company there has not committed to been any of the foregoingoccurrence that constitutes a Target Material Adverse Effect.

Events Subsequent to Most Recent Fiscal Month End. Except as set forth on Schedule 4.7, since the date that falls on Since the Most Recent Fiscal Month End, there has not been any Company Material Adverse EffectChange. Except as set forth on Schedule 4.7 or as disclosed in Without limiting the Company SEC Reportsgenerality of the foregoing, since between the date that falls on of the Most Recent Fiscal Month End through and the date hereofof this Agreement: (a) the Company Target has not sold, leased, transferred, or assigned any of its material assets, tangible or intangible having intangible, other than for a value in excess of Fifty Thousand Dollars ($50,000), except for transactions made fair consideration in the ordinary course Ordinary Course of businessBusiness; (b) the Company Target has not entered into any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) outside the Ordinary Course of Business or involving a future payment after the date of this Agreement in excess of $50,000; (c) no party (including Target) has accelerated, terminated, made a material modification to, or cancelled any material agreement, contract, lease, or license outside the ordinary course (or series of businessrelated agreements, including any Company Material Agreement; (c) the Company has not acceleratedcontracts, terminatedleases, made material modifications to, canceled, or failed to renew, or received any threat from a third party that any of the foregoing would occur, with respect to any Company Material Agreementand licenses); (d) the Company Target has not imposed or had imposed any Security Interest (other than Permitted Exceptions) Liens upon any of its assets or propertiesassets, tangible, tangible or intangible; (e) Target has not made any capital expenditure (or series of related capital expenditures) in excess of $50,000 in the aggregate; (f) Target has not made any capital investment in, any loan or advances of money to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions) outside the Ordinary Course of Business; (g) Target has not created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligation involving more than $50,000 in the aggregate, except for trade payables and advances to employees for travel and business expenses in the Ordinary Course of Business; (h) Target has not delayed or postponed the payment of accounts payable and other Liabilities outside the Ordinary Course of Business; (i) Target has not cancelled, compromised, waived, or released any material right or claim (or series of material related rights and claims) either involving more than $50,000 or outside the Ordinary Course of Business; (j) Target has not transferred, assigned, or granted any License of any rights under or with respect to any Intellectual Property; (k) there has been no change made or authorized in the Organizational Documents Articles of the CompanyOrganization or Operating Agreement of Target; (fl) the Company Target has not issued, sold, or otherwise disposed of any securities or other Capital Stockof its membership interests, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its Capital StockMembership Interests, or issued any unit appreciation, phantom unit, unit plans, profit participation, voting or similar rights with respect to the Companyeconomic interests therein; (gm) the Company Target has not declared, set aside, or paid any dividend or made any distribution or return of capital with respect to its Capital Stock Membership Interests (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its Capital Stockmembership interests; (hn) the Company Target has not experienced any damage, destruction, or loss (whether or not covered by insurance) to its property in excess of Fifty Thousand Dollars ($50,000)property; (io) the Company Target has not experienced made any strike, work stoppageloan to, or lockout entered into any other transaction with, any of its managers, officers, and employees outside the Ordinary Course of Business; (p) Target has not entered into any employment contract or encountered collective bargaining agreement, written or oral, or modified the terms of any labor union organizing activities by existing such contract or among agreement; (q) Target has not granted any increase in the base compensation of any of its managers, officers or employees outside the Ordinary Course of Business; (r) Target has not adopted, amended, modified, or terminated any bonus, profit sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its managers, officers or employees; (js) Target has not changed any employment terms for any of its managers, officers or employees outside the Company Ordinary Course of Business; (t) Target has not made or pledged to make any change in accounting methods charitable or principles applicable to its business, including changes in estimates or valuation methods, ceased making accruals consistent with past practice, or made or caused to be made any restatement other capital contribution outside the Ordinary Course of value of any properties or assets in the financial statements of the Company (other than annual restatements of inventory values in the ordinary course of business)Business; (ku) the Company there has not electedbeen any other material occurrence, revokedevent, incident, action, failure to act, or amended any material Tax election, settled, or compromised any claim or assessment with respect to Taxes, executed any closing agreement or any other agreement with respect to Taxes, executed or consented to any waivers extending transaction outside the statutory period Ordinary Course of limitations with respect to the collection or assessment of any Taxes, or amended any income or other material Tax ReturnsBusiness involving Target; (lv) the Company Target has not adopted any new Employee Benefit Plan discharged a material Liability or amended any existing Employee Benefit Plan (except to Lien outside the extent required by Applicable Law); (m) the Company has not delayed or accelerated payment Ordinary Course of any account payable or other liability or obligation beyond or in advance of its due date or the date when such liability or obligation would have been paid in the ordinary course of businessBusiness; and (n) the Company has not committed to any of the foregoing.

Events Subsequent to Most Recent Fiscal Month End. Except as set forth on Schedule 4.75.8, since the date that falls on the Most Recent Fiscal Month End, there has not been any Company Material Adverse Effect. Except as set forth on Schedule 4.7 or as disclosed in the Company SEC Reports5.8, since the date that falls on the Most Recent Fiscal Month End through the date hereof: (a) the Company LED Supply has not sold, leased, transferred, or assigned any assets, tangible or intangible having a value in excess of Fifty Thousand Dollars ($50,000), except for transactions made sales of inventory in the ordinary course of business; (b) the Company LED Supply has not entered into any material agreement, contract, lease, or license outside the ordinary course of business, including any Company Material Agreement; (c) the Company LED Supply has not accelerated, terminated, made material modifications to, canceled, canceled or failed to renew, or received any threat from a third party that any of the foregoing would occur, with respect to any Company Material Agreement; (d) the Company LED Supply has not imposed or had imposed any Security Interest (other than Permitted Exceptions) upon any of its assets or properties, tangible, tangible or intangible; (e) except for the Indebtedness being paid off at the Closing, LED Supply has not created, incurred, assumed, or guaranteed more than Thirty Thousand Dollars ($30,000) in aggregate Indebtedness for borrowed money and capitalized lease obligations; (f) there has been no change made or authorized in the Organizational Documents of the CompanyLED Supply; (fg) the Company LED Supply has not issued, sold, or otherwise disposed of any securities or other Capital Stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its Capital Stock, or issued any unit appreciation, phantom unit, unit plans, profit participation, or similar rights with respect to the CompanyLED Supply; (gh) the Company LED Supply has not declared, set aside, or paid any dividend or made any distribution with respect to its Capital Stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its Capital Stock; (hi) the Company LED Supply has not experienced any damage, destruction, or loss (whether or not covered by insurance) to its property in excess of Seventeen Thousand Five Hundred Dollars ($17,500) individually or Fifty Thousand Dollars ($50,000)) collectively; (ij) Except for repayment of short term notes, LED Supply has not paid any liability or obligation, or discharged or satisfied any Security Interest (excluding Permitted Exceptions), other than payment of current liabilities in the Company ordinary course of business or those securing liabilities or obligations not in excess of Seventeen Thousand Five Hundred Dollars ($17,500) individually or Fifty Thousand Dollars ($50,000) collectively; (k) LED Supply has not canceled or compromised any debt or claim, or waived or released any right of material value, in excess of Seventeen Thousand Five Hundred Dollars ($17,500) individually or Fifty Thousand Dollars ($50,000) collectively, other than in exchange for the full fair value thereof; (l) LED Supply has not experienced any strike, work stoppage, or lockout or encountered any labor union organizing activities by or among its employees; (jm) LED Supply has not made any acquisition of any properties or assets having in the Company aggregate a fair market value in excess of Seventeen Thousand Five Hundred Dollars ($17,500) individually or Fifty Thousand Dollars ($50,000) collectively; (n) LED Supply has not made any change in accounting methods or principles applicable to its business, including changes in estimates or valuation methods, ceased making accruals consistent with past practice, or made or caused to be made any restatement of value of any properties or assets in the financial statements of the Company Financial Statements (other than annual restatements of inventory values in the ordinary course of business); (ko) the Company LED Supply has not elected, revoked, or amended any material Tax election, settled, settled or compromised any claim or assessment with respect to Taxes, executed any closing agreement or any other agreement with respect to Taxes, executed or consented to any waivers extending the statutory period of limitations with respect to the collection or assessment of any Taxes, or amended any income or other material Tax Returnsreturns; (lp) LED Supply has not increased the Company compensation payable, or to become payable, to any of its officers or employees who receive W-2 compensation of Seventy Five Thousand Dollars ($75,000) or more during calendar year 2021, or made any bonus payment or similar arrangement with, or increased the scope or nature of any fringe benefits provided for, such officers or employees. (q) LED Supply has not adopted any new Employee Benefit Plan or amended any existing Employee Benefit Plan (except to the extent required by Applicable Law); (mr) LED Supply has not adopted any new Employee Benefit Plan or amended any existing Employee Benefit Plan (except to the Company extent required by Applicable Law); (s) LED Supply has not delayed or accelerated payment of any account payable or other liability or obligation beyond or in advance of its due date or the date when such liability or obligation would have been paid in the ordinary course of business; and (nt) the Company LED Supply has not committed to any of the foregoing.

Events Subsequent to Most Recent Fiscal Month End. Except as set forth on Schedule 4.7otherwise contemplated by this Agreement, since the date that falls on the Most Recent Fiscal Month End, the Company has conducted the Business only in the Ordinary Course of Business and there has not been any Company Material Adverse EffectChange. Except as set forth on Schedule 4.7 or as disclosed in Without limiting the generality of the foregoing, since that date, the Company SEC Reports, since the date that falls on the Most Recent Fiscal Month End through the date hereofhas not: (a) the Company has not soldmade any capital investment in, leased, transferredany loan to, or assigned any assetsacquisition of the securities or assets of, tangible any other Person (or intangible having a value in excess series of Fifty Thousand Dollars (related capital investments, loans or acquisitions) either involving more than $50,000), except for transactions made in 25,000 or outside the ordinary course Ordinary Course of businessBusiness; (b) the Company has not entered into issued any material agreementnote, contract, leasebond, or license outside other debt security or created, incurred, assumed or guaranteed any indebtedness for borrowed money or capitalized lease obligation either involving more than $25,000 singly or $100,000 in the ordinary course of businessaggregate, including any Company Material Agreementother than equipment financing arrangements approved by Parent; (c) the Company has not accelerated, terminated, made material modifications to, canceled, or failed to renew, or received imposed any threat from a third party that Encumbrance upon any of the foregoing would occurits assets, with respect to any Company Material Agreementtangible or intangible; (d) the Company has not imposed sold, assigned, leased or had imposed any Security Interest (other than Permitted Exceptions) upon transferred any of its assets or propertiestangible assets, tangible, or intangibleexcept for sales of Inventory in the Ordinary Course of Business; (e) there has been no change made sold, assigned or authorized transferred any patents, trademarks or trade names or any material copyrights, trade secrets or other intangible assets, except in the Organizational Documents Ordinary Course of the CompanyBusiness; (f) the Company has not issued, sold, suffered any extraordinary losses or otherwise disposed of waived any securities or other Capital Stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its Capital Stock, or issued any unit appreciation, phantom unit, unit plans, profit participation, or similar rights with respect material to the Companyconduct of the Business as presently conducted; (g) the Company has not declared, set aside, or paid any dividend or made any distribution with respect to its Capital Stock capital expenditure (whether in cash or in kindseries of related capital expenditures) either involving more than $1,000,000 or redeemed, purchased, or otherwise acquired any outside the Ordinary Course of its Capital StockBusiness; (h) entered into, amended or extended (i) any coal sales commitment or obligations unless such coal sales commitment is for less than 30 days and involves less than 20,000 tons of coal, or (ii) any other agreement, contract (other than a coal sales commitment), lease or license (or series of related agreements, contracts, leases or licenses) either involving more than $25,000 or outside the Company has not experienced Ordinary Course of Business; (i) suffered any theft, damage, destructiondestruction or casualty loss to its property, or loss (whether or not covered by insurance) to its property in excess of Fifty Thousand Dollars ($50,000); (i) the Company has not experienced any strike, work stoppage, or lockout or encountered any labor union organizing activities by or among its employees; (j) the Company has not made any change in accounting methods employment or principles applicable to severance terms for any of its businessdirectors, including changes in estimates managers or valuation methods, ceased making accruals consistent with past practiceofficers, or made or caused to be made any restatement of value of any properties or assets material change in the financial statements employment or severance terms for any of its other Employees outside the Company (other than annual restatements Ordinary Course of inventory values in the ordinary course of business)Business; (k) made any change in its accounting methods, principles or practices for financial accounting (except for those changes required by the Company has not elected, revoked, Company’s independent auditors to comply with GAAP) or amended any material Tax election, settled, or compromised any claim or assessment with respect to Taxes, executed any closing agreement or any other agreement with respect to Taxes, executed or consented to any waivers extending the statutory period of limitations with respect to the collection or assessment of any Taxes, or amended any income or other material Tax Returnsfor IRS reporting purposes; (l) adopted, amended, modified or terminated any bonus, profit sharing, incentive, severance or other plan, contract or commitment for the Company has not adopted benefit of any new of its directors, officers and other Employees (or taken any such action with respect to any other Employee Benefit Plan or amended any existing Employee Benefit Plan (except to the extent required by Applicable LawPlan); (m) granted any increase in the Company has not delayed base compensation of or accelerated payment of bonuses payable to any account payable or other liability or obligation beyond or in advance of its due date directors, managers, officers and other Employees outside of the Ordinary Course of Business, or made any other change in employment terms for any of its directors, officers, and other Employees outside the date when such liability or obligation would have been paid in the ordinary course Ordinary Course of business; andBusiness; (n) made any payment (including any dividends or other distributions with respect to its Equity Interests) to any Shareholder or any Affiliate of any Shareholder (other than compensation otherwise payable in the Ordinary Course of Business to any Shareholder employed by such Company has not and other than as contemplated by this Agreement) or forgiven any indebtedness due or owing from any Shareholder or any Affiliate of any Shareholder to such Company; (o) issued, sold or otherwise disposed of any of its Equity Interests or granted any Commitments; (p) (i) accelerated accounts receivable, (ii) delayed or postponed the payment of accounts payable or other Liabilities, or (iii) changed in any material respect its practices in connection with the payment of accounts payable in respect of purchases from suppliers; (q) amended its Organizational Documents; (r) collected receivables, paid payables, billed customers, or accrued for receivables and payables other than in accordance with its standard practices and procedures with regard to the same (including its standard practices and procedures with respect to the timing of taking such actions); (s) received notice of any termination of any Contract to which it is a party; (t) entered into an transaction with any Shareholder or a Shareholder’s Affiliates (other than another Company); or (u) committed to do any of the foregoing.

Events Subsequent to Most Recent Fiscal Month End. Except as set forth on Schedule 4.7Section 4.8 of the Disclosure Schedule, since the date that falls on the Most Recent Fiscal Month End, there has not been any Company Material Adverse EffectEffect on or to G-Soft and its Subsidiaries. Except as set forth on Schedule 4.7 or as disclosed in Without limiting the Company SEC Reportsgenerality of the foregoing, since the date that falls on the Most Recent Fiscal Month End through the date hereofdate: (a) the Company none of G-Soft and its Subsidiaries has not sold, leased, transferred, or assigned any material assets, tangible or intangible having a value in excess intangible, outside the Ordinary Course of Fifty Thousand Dollars ($50,000), except for transactions made in the ordinary course of businessBusiness; (b) the Company none of G-Soft and its Subsidiaries has not entered into any material agreement, contract, lease, or license outside the ordinary course Ordinary Course of business, including any Company Material AgreementBusiness; (c) the Company no party (including any of G-Soft and its Subsidiaries) has not accelerated, terminated, made material modifications to, canceledor canceled any material agreement, contract, lease, or failed license to renew, or received any threat from a third party that which any of the foregoing would occur, with respect to G-Soft and its Subsidiaries is a party or by which any Company Material Agreementof them is bound; (d) the Company none of G-Soft and its Subsidiaries has not imposed or had allowed to be imposed any Security Interest (other than Permitted Exceptions) upon any of its assets or propertiesassets, tangible, tangible or intangible; (e) none of G-Soft and its Subsidiaries has made any material capital expenditures outside the Ordinary Course of Business; (f) none of G-Soft and its Subsidiaries has made any material capital investment in, or any material loan to, any other Person outside the Ordinary Course of Business; (g) G-Soft and its Subsidiaries have not created, incurred, assumed, or guaranteed more than $50,000 in aggregate indebtedness for borrowed money and capitalized lease obligations; (h) none of G-Soft and its Subsidiaries has granted any license or sublicense of any material rights under or with respect to any Intellectual Property; (i) there has been no change made or authorized in the Organizational Documents charter or bylaws of the Companyany of G-Soft and its Subsidiaries; (fj) the Company none of G-Soft and its Subsidiaries has not issued, sold, or otherwise disposed of any securities or other Capital Stockof its capital stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its Capital Stock, or issued any unit appreciation, phantom unit, unit plans, profit participation, or similar rights with respect to the Companycapital stock; (gk) the Company none of G-Soft and its Subsidiaries has not declared, set aside, or paid any dividend or made any distribution with respect to its Capital Stock capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its Capital Stockcapital stock; (hl) the Company none of G-Soft and its Subsidiaries has not experienced any material damage, destruction, or loss (whether or not covered by insurance) to its property in excess of Fifty Thousand Dollars ($50,000); (i) the Company has not experienced any strike, work stoppage, or lockout or encountered any labor union organizing activities by or among its employees; (j) the Company has not made any change in accounting methods or principles applicable to its business, including changes in estimates or valuation methods, ceased making accruals consistent with past practice, or made or caused to be made any restatement of value of any properties or assets in the financial statements of the Company (other than annual restatements of inventory values in the ordinary course of business); (k) the Company has not elected, revoked, or amended any material Tax election, settled, or compromised any claim or assessment with respect to Taxes, executed any closing agreement or any other agreement with respect to Taxes, executed or consented to any waivers extending the statutory period of limitations with respect to the collection or assessment of any Taxes, or amended any income or other material Tax Returns; (l) the Company has not adopted any new Employee Benefit Plan or amended any existing Employee Benefit Plan (except to the extent required by Applicable Law)property; (m) none of G-Soft and its Subsidiaries has made any loan to, or entered into any other transaction with, any of its directors, officers, and employees outside the Company Ordinary Course of Business; (n) none of G-Soft and its Subsidiaries has not delayed entered into any employment contract or accelerated payment collective bargaining agreement, written or oral, or modified the terms of any account payable existing such contract or agreement; (o) none of G-Soft and its Subsidiaries has granted any increase in the base compensation of any of its directors, officers, and employees outside the Ordinary Course of Business; (p) none of G-Soft and its Subsidiaries has adopted, amended, modified, or terminated any bonus, profit-sharing, incentive, severance, or other liability plan, contract, or obligation beyond or in advance commitment for the benefit of any of its due date directors, officers, and employees (or taken any such action with respect to any other Employee Benefit Plan); (q) none of G-Soft and its Subsidiaries has made any other material change in employment terms for any of its directors, officers, and employees outside the date when such liability or obligation would have been paid in the ordinary course Ordinary Course of businessBusiness; and (nr) the Company none of G-Soft and its Subsidiaries has not committed to any of the foregoing.

Events Subsequent to Most Recent Fiscal Month End. Except as set forth on Schedule 4.7, since the date that falls on Since the Most Recent Fiscal Month End, there has not been any Company event or occurrence that has had, or is reasonably likely to have, a Material Adverse Effect. Except as set forth on Schedule 4.7 or as disclosed in Effect and the Company SEC Reportshas not, since without the date that falls on the Most Recent Fiscal Month End through the date hereofactual cognizant knowledge of any of B. Xxxxxxx Xxxxxxx, Xxxxxx Xxxxxxx, Xxx Xxxxxxx, Xxxx Xxxxx, or Xxxx Xxxxx: (ai) the Company has not soldbecome legally obligated to sell, leased, transferred, assign or assigned any assets, tangible or intangible having a value in excess of Fifty Thousand Dollars ($50,000), except for transactions made in the ordinary course of business; (b) the Company has not entered into any material agreement, contract, lease, or license outside the ordinary course of business, including any Company Material Agreement; (c) the Company has not accelerated, terminated, made material modifications to, canceled, or failed to renew, or received any threat from a third party that any of the foregoing would occur, with respect to any Company Material Agreement; (d) the Company has not imposed or had imposed any Security Interest (other than Permitted Exceptions) upon otherwise transfer any of its material assets or properties, tangible, or intangibleother than in the Ordinary Course of Business; (eii) there has been no change made any acquisition of all of the capital stock (whether by merger or otherwise) or all or substantially all of the assets of any Person; (iii) subjected any material asset to a Security Interest; (iv) amended or authorized any amendment to its charter or bylaws; (v) incurred any indebtedness for borrowed money from a non-affiliated Person or incurred any liability (contingent or otherwise) in excess of $50,000, other than trade payables incurred in the Organizational Documents Ordinary Course of Business; (vi) declared or made any payment or distribution to the Seller, other than in connection with the Seller advancing funds to, and sweeping cash of, the Company pursuant to the Seller’s cash management system with Bank of America in the Ordinary Course of Business; (vii) issued, sold, pledged, disposed of, or encumbered any shares of, or securities convertible into or exchangeable or exercisable for, or options, warrants, calls, commitments or rights of any kind to acquire any shares of the capital stock of the Company; (fviii) the Company has not issuedmade any change to its accounting policies, sold, principles or otherwise disposed of any securities practices other than as required by law or other Capital Stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its Capital Stock, or issued any unit appreciation, phantom unit, unit plans, profit participation, or similar rights with respect to the Companychanges in GAAP; (gix) the Company has not declared, set aside, or paid any dividend or made any distribution loans to any Persons other than (A) advances for business expenses in the Ordinary Course of Business, and (B) hardship advances to certain non-managerial employees in amounts consistent with respect to its Capital Stock (whether the Company’s past practices and in cash or in kind) or redeemed, purchased, or otherwise acquired no event exceeding an aggregate amount of $500.00 per individual employee for any of its Capital Stocksuch hardship advances; (hx) the Company has not experienced entered into, adopted, amended or terminated any damagebonus, destructionprofit sharing, compensation or loss (whether or not covered by insurance) to its property in excess of Fifty Thousand Dollars ($50,000); (i) the Company has not experienced any strikestock option/ownership plan, work stoppage, or lockout or encountered any labor union organizing activities by or among its employees; (j) the Company has not made any change in accounting methods or principles applicable to its business, including changes in estimates or valuation methods, ceased making accruals consistent with past practice, or made or caused to be made any restatement of value of any properties or assets in the financial statements of the Company (other than annual restatements of inventory values in the ordinary course of business); (k) the Company has not elected, revoked, or amended any material Tax election, settled, or compromised any claim or assessment with respect to Taxes, executed any closing agreement or any other agreement with respect to Taxes, executed or consented to any waivers extending the statutory period of limitations with respect to the collection or assessment of any Taxes, or amended any income severance or other material Tax Returns; (l) the Company has not adopted any new Employee Benefit Plan or amended other arrangement for the benefit of any existing Employee Benefit Plan (except to director, officer or employee, or increased in any manner the extent compensation or fringe benefits of any director or officer, other than as required by Applicable Law)under any employment agreement listed in Section 4(m) of the Disclosure Schedule; (mxi) waived any right in any contract listed in Section 4(m) of the Company has not delayed or accelerated payment Disclosure Schedule, the waiver of any account payable or other liability or obligation beyond or in advance which would reasonably be expected to materially detract from the value of its due date or such contract to the date when such liability or obligation would have been paid in the ordinary course of businessCompany; andor (nxii) the Company has not committed become obligated to take any of the foregoingactions specified in subparagraphs (i) through (xi) above.

Events Subsequent to Most Recent Fiscal Month End. Except as set forth on Schedule 4.7in Section 3(h) of the Disclosure Schedule, since the date that falls on the Most Recent Fiscal Month End, there has not been any Company Material Adverse Effect. Except as set forth on Schedule 4.7 or as disclosed adverse change in the Company SEC Reportsbusiness, financial condition, operations, results of operations, or future prospects of Seller. Without limiting the generality of the foregoing, since the date that falls on the Most Recent Fiscal Month End through the date hereofdate: (ai) the Company Seller has not sold, leased, transferred, or assigned any of its assets, tangible or intangible having intangible, other than for a value in excess of Fifty Thousand Dollars ($50,000), except for transactions made fair consideration in the ordinary course Ordinary Course of businessBusiness; (bii) Except for contracts entered into with employees, independent contractors and other contracts in the Company Ordinary Course of Business, Seller has not entered into any material agreement, contract, lease, or license outside the ordinary course (or series of businessrelated agreements, including any Company Material Agreement;contracts, leases, and licenses) involving more than $10,000.00; or (ciii) except in the Company Ordinary Course of Business, no party (including Seller) has not accelerated, terminated, made material modifications to, canceledmodified, or failed to renewcancelled any agreement, contract, lease, or received any threat from license (or series of related agreements, contracts, leases, and licenses) to which Seller is a third party that any of the foregoing would occur, with respect to any Company Material Agreementor by which it is bound; (div) the Company Seller has not imposed or had imposed granted any Security Interest (other than Permitted Exceptions) upon any of its assets or propertiesassets, tangible, tangible or intangible; (ev) Seller has not made any capital expenditure (or series of related capital expenditures) either involving more than $10,000.00; (vi) Seller has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions); (vii) Seller has not issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligation; (viii) Seller has not delayed or postponed the payment of accounts payable and other Liabilities outside the Ordinary Course of Business; (ix) Seller has not cancelled, compromised, waived, or released any right or claim (or series of related rights and claims); (x) Seller has not granted any license or sublicense of any rights under or with respect to any Intellectual Property; (xi) there has been no change made or authorized in the Organizational Documents charter or bylaws of the CompanySeller; (fxii) the Company Seller has not issued, sold, or otherwise disposed of any securities or other Capital Stockof its capital stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its Capital Stock, or issued any unit appreciation, phantom unit, unit plans, profit participation, or similar rights with respect to the Companycapital stock; (gxiii) the Company Seller has not declared, set aside, or paid any dividend or made any distribution with respect to its Capital Stock capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its Capital Stockcapital stock; (hxiv) the Company Seller has not experienced any damage, destruction, or loss (whether or not covered by insurance) to its property property; (xv) Seller has not made any loan to, or entered into any other transaction with, any of its directors, officers, and employees outside the Ordinary Course of Business; (xvi) Except for employment and independent contractor agreements entered into or modified in excess the Ordinary Course of Fifty Thousand Dollars Business, Seller has not entered into any employment contract or collective bargaining agreement, written or oral, or modified the terms of any existing such contract or agreement; ($50,000xvii) Except for adjustments to compensation for non-shareholder employees in the Ordinary Course of Business, Seller has not granted any increase in the base compensation of any of its directors, officers, and employees outside the Ordinary Course of Business; (xviii) Seller has not adopted, amended, modified or terminated any bonus, profit-sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its directors, officers, and employees (or taken any such action with respect to any other Employee Benefit Plan); (ixix) the Company has not experienced any strike, work stoppage, or lockout or encountered any labor union organizing activities by or among its employees; (j) the Company Seller has not made any other change in accounting methods employment terms for any of its directors or principles applicable to its business, including changes in estimates or valuation methods, ceased making accruals consistent with past practice, or made or caused to be made any restatement of value of any properties or assets in the financial statements of the Company (other than annual restatements of inventory values in the ordinary course of business)officers; (kxx) the Company Seller has not elected, revoked, made or amended pledged to make any material Tax election, settled, charitable or compromised other capital contribution outside the Ordinary Course of Business; (xxi) Seller has not paid any claim or assessment amount to any third party with respect to Taxes, executed any closing agreement Liability or obligation (including any other agreement costs and expenses Seller has incurred or may incur in connection with respect to Taxes, executed or consented to any waivers extending this Agreement and the statutory period transactions contemplated hereby) that would not constitute an Assumed Liability if in existence as of limitations with respect to the collection or assessment of any Taxes, or amended any income or other material Tax ReturnsClosing; (lxxii) the Company there has not adopted been any new Employee Benefit Plan other occurrence, event, incident, action, failure to act, or amended any existing Employee Benefit Plan (except to transaction outside the extent required by Applicable Law); (m) the Company has not delayed or accelerated payment Ordinary Course of any account payable or other liability or obligation beyond or in advance of its due date or the date when such liability or obligation would have been paid in the ordinary course of businessBusiness involving Seller; and (nxxiii) the Company Seller has not committed to any of the foregoing.

Events Subsequent to Most Recent Fiscal Month End. Except as set forth on Schedule 4.7in Section 3.2.8 of the AEI Disclosure Schedule, since the date that falls on the Most Recent Fiscal Month End, there has not been any Company event, occurrence or circumstance outside the Ordinary Course of Business or that has had or could reasonably be expected to have a Material Adverse EffectEffect as to AEI or its Subsidiaries. Except Without limiting the generality of the foregoing, except as set forth on Schedule 4.7 or as disclosed in Section 3.2.8 of the Company SEC ReportsAEI Disclosure Schedule, since the date that falls on the Most Recent Fiscal Month End through the date hereofdate: (ai) the Company Neither AEI nor any of its Subsidiaries has not sold, leased, transferred, transferred or assigned any of its assets, tangible or intangible having intangible, other than for a value in excess of Fifty Thousand Dollars ($50,000), except for transactions made fair consideration in the ordinary course Ordinary Course of businessBusiness; (bii) the Company Neither AEI nor any of its Subsidiaries has not entered into any material agreement, contract, lease, lease or license (or series of related agreements, contracts, leases and licenses) (A) made in the Ordinary Course of Business involving more than $300,000 (excluding customer and vendor contracts with established business partners involving less than $500,000) or (B) made outside of the ordinary course Ordinary Course of business, including any Company Material AgreementBusiness involving more than $100,000; (ciii) the Company No party (including AEI and its Subsidiaries) has not accelerated, terminated, made material modifications tomodified or canceled any agreement, canceledcontract, lease or failed license (or series of related agreements, contracts, leases and licenses) involving the payment or receipt of in excess of $100,000 to renew, which AEI or received any threat from a third party that any of its Subsidiaries is a party or by which it is bound, other than at the foregoing would occur, with respect to any Company Material Agreementend of the stated term for such agreement; (div) the Company Neither AEI nor any of its Subsidiaries has not imposed or had imposed any Security Interest (other than Permitted Exceptions) upon any of its assets or propertiesassets, tangible, tangible or intangible; (ev) there Neither AEI nor any of its Subsidiaries has been no change made any capital expenditure (or authorized series of related capital expenditures) (A) in the Organizational Documents Ordinary Course of Business involving more than $1,000,000 or (B) outside the CompanyOrdinary Course of Business involving more than $250,000; (fvi) the Company has not issued, sold, or otherwise disposed of any securities or other Capital Stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) Neither AEI nor any of its Capital Stock, or issued any unit appreciation, phantom unit, unit plans, profit participation, or similar rights with respect to the Company; (g) the Company Subsidiaries has not declared, set aside, or paid any dividend or made any distribution with respect capital investment in, any loan to its Capital Stock or any acquisition of the securities or assets of any other Person (whether in cash or in kind) or redeemedseries of related capital investments, purchased, or otherwise acquired any of its Capital Stock; (h) the Company has not experienced any damage, destruction, or loss (whether or not covered by insurance) to its property in excess of Fifty Thousand Dollars ($50,000loans and acquisitions); (ivii) the Company Neither AEI nor any of its Subsidiaries has not experienced issued any strikenote, work stoppage, or lockout or encountered any labor union organizing activities by or among its employees; (j) the Company has not made any change in accounting methods or principles applicable to its business, including changes in estimates or valuation methods, ceased making accruals consistent with past practice, or made or caused to be made any restatement of value of any properties or assets in the financial statements of the Company (other than annual restatements of inventory values in the ordinary course of business); (k) the Company has not elected, revoked, or amended any material Tax election, settled, or compromised any claim or assessment with respect to Taxes, executed any closing agreement or any other agreement with respect to Taxes, executed or consented to any waivers extending the statutory period of limitations with respect to the collection or assessment of any Taxes, or amended any income bond or other material Tax Returnsdebt security or created, incurred, assumed or guaranteed any indebtedness for borrowed money or capitalized lease obligation; (l) the Company has not adopted any new Employee Benefit Plan or amended any existing Employee Benefit Plan (except to the extent required by Applicable Law); (m) the Company has not delayed or accelerated payment of any account payable or other liability or obligation beyond or in advance of its due date or the date when such liability or obligation would have been paid in the ordinary course of business; and (n) the Company has not committed to any of the foregoing.

Events Subsequent to Most Recent Fiscal Month End. Except as set forth on Schedule 4.7, since the date that falls on Since the Most Recent Fiscal Month End, there has not been any Company Material Adverse Effect. Except as set forth on Schedule 4.7 or as disclosed adverse change in the Company SEC Reportsbusiness, financial condition, operations, results of operations, or future prospects of Seller. Without limiting the generality of the foregoing, since the date that falls on the Most Recent Fiscal Month End through the date hereofdate: (a) the Company Seller has not sold, leased, transferred, or assigned any of its assets, tangible or intangible having a value in excess of Fifty Thousand Dollars ($50,000)intangible, except other than for transactions made good and fair consideration in the ordinary course Ordinary Course of businessBusiness; (b) the Company except as set forth in Disclosure Schedule 3.8(b), Seller has not entered into any material agreement, contract, understanding, lease, or license (or series of related agreements, contracts, understandings, leases, and licenses) either involving more than $10,000 or outside the Ordinary Course of Business; (c) no party (including Seller) has accelerated, terminated, modified, or canceled any agreement, contract, lease, or license outside the ordinary course (or series of businessrelated agreements, including any Company Material Agreement; (ccontracts, leases, and licenses) the Company has not accelerated, terminated, made material modifications to, canceled, involving more than $10,000 to which Seller is a party or failed to renew, or received any threat from a third party that by which any of the foregoing would occur, with respect to any Company Material Agreementthem is bound; (d) the Company except as set forth in Disclosure Schedule 3.8(d), Seller has not imposed or had let there be imposed any Security Interest (other than Permitted Exceptions) upon any of its assets or propertiesthe Acquired Assets, tangible, tangible or intangible; (e) there except as set forth in Disclosure Schedule 3.8(e), Seller has been no change not made any capital expenditure (or authorized in series of related capital expenditures) either involving more than $10,000 or outside the Organizational Documents Ordinary Course of the CompanyBusiness; (f) the Company Seller has not issuedmade any capital investment in, soldany loan to, or otherwise disposed any acquisition of any the securities or assets of, any other Capital StockPerson (or series of related capital investments, loans, and acquisitions) either involving more than $10,000 or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any outside the Ordinary Course of its Capital Stock, or issued any unit appreciation, phantom unit, unit plans, profit participation, or similar rights with respect to the CompanyBusiness; (g) the Company except as set forth in Disclosure Schedule 3.8(g) Seller has not declaredissued any note, set asidebond, or paid any dividend other debt security or made any distribution with respect to its Capital Stock (whether in cash or in kind) or redeemedcreated, purchasedincurred, assumed, or otherwise acquired guaranteed any of its Capital Stockindebtedness for borrowed money or capitalized lease obligation either involving more than $10,000 in the aggregate; (h) other than that certain account payable in the Company amount of $5,031,805.27 which is not an Assumed Liability, Seller has not delayed or postponed the payment of accounts payable and other Liabilities outside the Ordinary Course of Business; (i) Seller has not canceled, compromised, waived, or released any right or claim (or series of related rights and claims) either involving more than $10,000 or outside the Ordinary Course of Business; (j) Seller has not granted any license or sublicense of any rights under or with respect to any Intellectual Property; (k) Omitted. (l) except as set forth in Disclosure Schedule 3.8(l), Seller has not experienced any damage, destruction, or loss (whether or not covered by insurance) to its property in excess of Fifty Thousand Dollars ($50,000); (i) the Company has not experienced any strike, work stoppage, or lockout or encountered any labor union organizing activities by or among its employees; (j) the Company has not made any change in accounting methods or principles applicable to its business, including changes in estimates or valuation methods, ceased making accruals consistent with past practice, or made or caused to be made any restatement of value of any properties or assets in the financial statements of the Company (other than annual restatements of inventory values in the ordinary course of business); (k) the Company has not elected, revoked, or amended any material Tax election, settled, or compromised any claim or assessment with respect to Taxes, executed any closing agreement or any other agreement with respect to Taxes, executed or consented to any waivers extending the statutory period of limitations with respect to the collection or assessment of any Taxes, or amended any income or other material Tax Returns; (l) the Company has not adopted any new Employee Benefit Plan or amended any existing Employee Benefit Plan (except to the extent required by Applicable Law)property; (m) the Company Seller has not delayed made any loan to, or accelerated payment entered into any other transaction with, any of its directors, officers, and employees outside the Ordinary Course of Business; (n) Seller has not entered into any employment contract or collective bargaining agreement, written or oral, or modified the terms of any account payable existing such contract or agreement; (o) Seller has not granted any increase in the base compensation of any of its directors, officers, and employees outside the Ordinary Course of Business; (p) except as set forth in Disclosure Schedule 3.8(p), Seller has not adopted, amended, modified, or terminated any bonus, profit-sharing, incentive, severance, or other liability plan, contract, or commitment for the benefit of any of its directors, officers, and employees (or taken any such action with respect to any other Employee Benefit Plan); (q) Seller has not made any other change in employment terms for any of its directors, officers, and employees outside the Ordinary Course of Business; (r) except as set forth in Disclosure Schedule 3.8(r), Seller has not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business; (s) Seller has not paid any amount to any third party with respect to any Liability or obligation beyond (including any costs and expenses Seller has incurred or may incur in advance connection with this Agreement and the transactions contemplated hereby) which would not constitute an Assumed Liability if in existence as of its due date the Closing; (t) except as set forth in Disclosure Schedule 3.8(t), there has not been any other occurrence, event, incident, action, failure to act, or transaction outside the date when such liability or obligation would have been paid in the ordinary course Ordinary Course of businessBusiness involving Seller; and (nu) the Company Seller has not committed to any of the foregoing.

Events Subsequent to Most Recent Fiscal Month End. Except as set forth on Schedule 4.7, since the date that falls on Since the Most Recent Fiscal Month End, there has not been any Company Material Adverse Effect. Except as set forth on Schedule 4.7 or as disclosed material adverse change in the Company SEC Reportsbusiness, financial condition, operations, results of operations, or future prospects of any of Mushkin. Without limiting the generality of the foregoing, since the date that falls on the Most Recent Fiscal Month End through the date hereofdate: (ai) the Company Mushkin has not sold, leased, transferred, or assigned any of its assets, tangible or intangible having intangible, other than for a value in excess of Fifty Thousand Dollars ($50,000), except for transactions made fair consideration in the ordinary course Ordinary Course of businessBusiness; (bii) the Company Mushkin has not entered into any material agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) either involving more than $100,000 or outside the ordinary course Ordinary Course of business, including any Company Material AgreementBusiness; (ciii) the Company no party (including Mushkin) has not accelerated, terminated, made material modifications to, canceledmodified, or failed to renewcancelled any agreement, contract, lease, or received any threat from license (or series of related agreements, contracts, leases, and licenses) involving more than $100,000 to which Mushkin is a third party that any of the foregoing would occur, with respect to any Company Material Agreementor by which Mushkin is bound; (div) the Company Mushkin has not imposed or had allowed to be imposed any Security Interest (other than Permitted Exceptions) upon any of its assets or propertiesassets, tangible, tangible or intangible; (ev) Mushkin has not made any capital expenditure (or series of related capital expenditures) either involving more than $100,000 or outside the Ordinary Course of Business; (vi) Mushkin has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions) either involving more than $100,000 or outside the Ordinary Course of Business; (vii) Mushkin has not issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligation either involving more than $100,000 singly or $100,000 in the aggregate; (viii) Mushkin has not delayed or postponed the payment of accounts payable and other Liabilities outside the Ordinary Course of Business; (ix) Mushkin has not cancelled, compromised, waived, or released any right or claim (or series of related rights and claims) either involving more than $100,000 or outside the Ordinary Course of Business; (x) Mushkin has not granted any license or sublicense of any rights under or with respect to any Intellectual Property; (xi) there has been no change made or authorized in the Organizational Documents charter or bylaws of the CompanyMushkin; (fxii) the Company Mushkin has not issued, sold, or otherwise disposed of any securities or other Capital Stockof its capital stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its Capital Stock, or issued any unit appreciation, phantom unit, unit plans, profit participation, or similar rights with respect to the Companycapital stock; (gxiii) the Company Mushkin has not declared, set aside, or paid any dividend or made any distribution with respect to its Capital Stock capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its Capital Stockcapital stock; (hxiv) the Company Mushkin has not experienced any damage, destruction, or loss (whether or not covered by insurance) to its property property; (xv) Mushkin has not made any loan to, or entered into any other transaction with, any of its directors, officers, and employees outside the Ordinary Course of Business; (xvi) Mushkin has not entered into any employment contract or collective bargaining agreement, written or oral, or modified the terms of any existing such contract or agreement; (xvii) Mushkin has not granted any increase in excess the base compensation of Fifty Thousand Dollars any of its directors, officers, and employees outside the Ordinary Course of Business; ($50,000xviii) Mushkin has not adopted, amended, modified, or terminated any bonus, profit-sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its directors, officers, and employees (or taken any such action with respect to any other Employee Benefit Plan); (ixix) the Company has not experienced any strike, work stoppage, or lockout or encountered any labor union organizing activities by or among its employees; (j) the Company Mushkin has not made any other change in accounting methods or principles applicable to employment terms for any of its businessdirectors, including changes in estimates or valuation methodsofficers, ceased making accruals consistent with past practice, or made or caused to be made any restatement and employees outside the Ordinary Course of value of any properties or assets in the financial statements of the Company (other than annual restatements of inventory values in the ordinary course of business)Business; (kxx) the Company Mushkin has not elected, revoked, made or amended agreed to make any material Tax election, settled, or compromised any claim or assessment with respect to Taxes, executed any closing agreement or any other agreement with respect to Taxes, executed or consented to any waivers extending the statutory period of limitations with respect to the collection or assessment of any Taxes, or amended any income charitable or other material Tax Returnscapital contribution outside the Ordinary Course of Business; (lxxi) the Company there has not adopted been any new Employee Benefit Plan other material occurrence, event, incident, action, failure to act, or amended any existing Employee Benefit Plan (except to transaction outside the extent required by Applicable Law); (m) the Company has not delayed or accelerated payment Ordinary Course of any account payable or other liability or obligation beyond or in advance of its due date or the date when such liability or obligation would have been paid in the ordinary course of businessBusiness involving Mushkin; and (nxxii) the Company Mushkin has not committed to any of the foregoing.

Events Subsequent to Most Recent Fiscal Month End. Except as set forth on Schedule 4.7, since the date that falls on Since the Most Recent Fiscal Month End, there the Company has not been any Company incurred a Material Adverse Effect. Except as set forth on Schedule 4.7 or as disclosed in Without limiting the Company SEC Reportsgenerality of the foregoing, since the date that falls on the Most Recent Fiscal Month End through the date hereofdate: (a) neither the Company or its Subsidiaries has not sold, leased, transferred, or assigned any material assets, tangible or intangible having intangible, outside the Ordinary Course of Business other than: (i) the Company's pending disposition of WFIA(AM) in Louisville, Kentucky to Salem Communications Corporation or a value subsidiary thereof; and (ii) the Company's pending disposition of WDBZ(AM) in excess of Fifty Thousand Dollars ($50,000)Cincinnati, except for transactions made in Ohio to the ordinary course of businessSeries A Stockholders pursuant to Section 5.21(c) hereof; (b) neither the Company or its Subsidiaries has not entered into any material agreement, contract, lease, or license outside the ordinary course Ordinary Course of business, including any Company Material AgreementBusiness; (c) no party (including the Company and its Subsidiaries) has not accelerated, terminated, made material modifications to, canceledor canceled any material agreement, contract, lease, or failed license to renew, which the Company and its Subsidiaries is a party or received any threat from a third party that by which any of the foregoing would occur, with respect to any Company Material Agreementthem is bound; (d) neither the Company or its Subsidiaries has not imposed or had imposed any material Security Interest (other than Permitted Exceptions) upon any of its assets or propertiesassets, tangible, tangible or intangible; (e) neither the Company or its Subsidiaries has made any material capital expenditures outside the Ordinary Course of Business; (f) neither the Company or its Subsidiaries has made any material capital investment in, or any material loan to, any other Person outside the Ordinary Course of Business; (g) the Company and its Subsidiaries have not created, incurred, assumed, or guaranteed more than $15,000 in aggregate indebtedness for borrowed money and capitalized lease obligations; (h) neither the Company or its Subsidiaries has granted any license or sublicense of any material rights under or with respect to any Intellectual Property; (i) the Company has not delayed or postponed the payment of accounts payable and other liabilities outside the Ordinary Course of Business; (j) the Company has not canceled, compromised, waived, or released any right or claim (or series of related rights and claims) either involving more than $5,000 or outside the Ordinary Course of Business; (k) there has not been any discharge or satisfaction of any obligation or liability owed by the Company which is outside the Ordinary Course of Business or which is inconsistent with past business practices; (l) there has been no change made or authorized in the Organizational Documents charter or bylaws of the CompanyCompany and its Subsidiaries; (fm) neither the Company or its Subsidiaries has not issued, sold, or otherwise disposed of any securities or other Capital Stockof its capital stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its Capital Stock, or issued any unit appreciation, phantom unit, unit plans, profit participation, or similar rights with respect to the Companycapital stock; (gn) neither the Company or its Subsidiaries has not declared, set aside, or paid any dividend or made any distribution with respect to its Capital Stock capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its Capital Stockcapital stock; (ho) neither the Company or its Subsidiaries has not experienced any material damage, destruction, or loss (whether or not covered by insurance) to its property property; (p) neither the Company or its Subsidiaries has made any loan to, or entered into any other transaction with, any of its directors, officers, and employees outside the Ordinary Course of Business; (q) neither the Company or its Subsidiaries has entered into any employment contract or collective bargaining agreement, written or oral, or modified the terms of any existing such contract or agreement; (r) neither the Company or its Subsidiaries has granted any increase in excess the base compensation of Fifty Thousand Dollars any of its directors, officers, and employees outside the Ordinary Course of Business; ($50,000s) neither the Company or its Subsidiaries has adopted, amended, modified, or terminated any bonus, profit-sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its directors, officers, and employees (or taken any such action with respect to any other Employee Benefit Plan); (it) neither the Company or its Subsidiaries has not experienced made any strikeother material change in employment terms for any of its directors, work stoppageofficers, or lockout or encountered any labor union organizing activities by or among its employeesand employees outside Ordinary Course of Business; (ju) the Company has not made or pledged to make any change in accounting methods or principles applicable to its business, including changes in estimates or valuation methods, ceased making accruals consistent with past practice, or made or caused to be made any restatement of value of any properties or assets in the financial statements of the Company (other than annual restatements of inventory values in the ordinary course of business); (k) the Company has not elected, revoked, or amended any material Tax election, settled, or compromised any claim or assessment with respect to Taxes, executed any closing agreement or any other agreement with respect to Taxes, executed or consented to any waivers extending the statutory period of limitations with respect to the collection or assessment of any Taxes, or amended any income charitable or other material Tax Returns; (l) capital contribution outside the Company has not adopted any new Employee Benefit Plan or amended any existing Employee Benefit Plan (except to the extent required by Applicable Law); (m) the Company has not delayed or accelerated payment Ordinary Course of any account payable or other liability or obligation beyond or in advance of its due date or the date when such liability or obligation would have been paid in the ordinary course of businessBusiness; and (nv) there has not been any other material transaction involving the Company, any action taken by the Company or any failure to act by the Company, nor has not there been any occurrence, event or incident involving the Company that would have a Material Adverse Effect on the Company; and (w) neither the Company or its Subsidiaries has committed to any of the foregoing.

Events Subsequent to Most Recent Fiscal Month End. Except as set forth on Schedule 4.7, since the date that falls on Since the Most Recent Fiscal Month End, there has not been any Company event or occurrence that has had, or is reasonably likely to have, a Material Adverse Effect. Except as set forth on Schedule 4.7 or as disclosed in Effect and the Company SEC Reports, since the date that falls on the Most Recent Fiscal Month End through the date hereofhas not: (ai) the Company has not soldbecome legally obligated to sell, leased, transferred, assign or assigned any assets, tangible or intangible having a value in excess of Fifty Thousand Dollars ($50,000), except for transactions made in the ordinary course of business; (b) the Company has not entered into any material agreement, contract, lease, or license outside the ordinary course of business, including any Company Material Agreement; (c) the Company has not accelerated, terminated, made material modifications to, canceled, or failed to renew, or received any threat from a third party that any of the foregoing would occur, with respect to any Company Material Agreement; (d) the Company has not imposed or had imposed any Security Interest (other than Permitted Exceptions) upon otherwise transfer any of its material assets or properties, tangible, or intangibleother than in the Ordinary Course of Business; (eii) there has been no change made any acquisition of all of the capital stock (whether by merger or otherwise) or all or substantially all of the assets of any Person; (iii) subjected any material asset to a Security Interest; (iv) amended or authorized any amendment to its charter or bylaws; (v) incurred any indebtedness for borrowed money from a non-affiliated Person or incurred any liability (contingent or otherwise) in excess of $50,000, other than trade payables incurred in the Organizational Documents Ordinary Course of Business; (vi) declared or made any payment or distribution to the Seller, other than in connection with the Seller advancing funds to, and sweeping cash of, the Company pursuant to the Seller’s cash management system with Bank of America in the Ordinary Course of Business; (vii) issued, sold, pledged, disposed of, or encumbered any shares of, or securities convertible into or exchangeable or exercisable for, or options, warrants, calls, commitments or rights of any kind to acquire any shares of the capital stock of the Company; (fviii) the Company has not issuedmade any change to its accounting policies, sold, principles or otherwise disposed of any securities practices other than as required by law or other Capital Stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its Capital Stock, or issued any unit appreciation, phantom unit, unit plans, profit participation, or similar rights with respect to the Companychanges in GAAP; (gix) the Company has not declared, set aside, or paid any dividend or made any distribution with respect loans to its Capital Stock (whether any Persons other than advances for business expenses in cash or in kind) or redeemed, purchased, or otherwise acquired any the Ordinary Course of its Capital StockBusiness; (hx) the Company has not experienced entered into, adopted, amended or terminated any damagebonus, destructionprofit sharing, compensation or loss (whether or not covered by insurance) to its property in excess of Fifty Thousand Dollars ($50,000); (i) the Company has not experienced any strikestock option/ownership plan, work stoppage, or lockout or encountered any labor union organizing activities by or among its employees; (j) the Company has not made any change in accounting methods or principles applicable to its business, including changes in estimates or valuation methods, ceased making accruals consistent with past practice, or made or caused to be made any restatement of value of any properties or assets in the financial statements of the Company (other than annual restatements of inventory values in the ordinary course of business); (k) the Company has not elected, revoked, or amended any material Tax election, settled, or compromised any claim or assessment with respect to Taxes, executed any closing agreement or any other agreement with respect to Taxes, executed or consented to any waivers extending the statutory period of limitations with respect to the collection or assessment of any Taxes, or amended any income severance or other material Tax Returns; (l) the Company has not adopted any new Employee Benefit Plan or amended other arrangement for the benefit of any existing Employee Benefit Plan (except to director, officer or employee, or increased in any manner the extent compensation or fringe benefits of any director or officer, other than as required by Applicable Law)under any employment agreement listed in Section 4(m) of the Disclosure Schedule; (mxi) waived any right in any contract listed in Section 4(m) of the Company has not delayed or accelerated payment Disclosure Schedule, the waiver of any account payable or other liability or obligation beyond or in advance which would reasonably be expected to materially detract from the value of its due date or such contract to the date when such liability or obligation would have been paid in the ordinary course of businessCompany; andor (nxii) the Company has not committed become obligated to take any of the foregoingactions specified in subparagraphs (i) through (xi) above.

Events Subsequent to Most Recent Fiscal Month End. Except as set forth on Schedule 4.7otherwise contemplated by this Agreement, since the date that falls on the Most Recent Fiscal Month End, the Subject Companies have conducted the Business only in the Ordinary Course of Business and there has not been any Company Material Adverse EffectChange. Except as set forth on Schedule 4.7 or as disclosed in Without limiting the Company SEC Reportsgenerality of the foregoing, since the date that falls on the Most Recent Fiscal Month End through the date hereofdate, no Subject Company has: (a) the Company has not soldmade any capital investment in, leased, transferredany loan to, or assigned any assetsacquisition of the securities or assets of, tangible any other Person (or intangible having a value in excess series of Fifty Thousand Dollars (related capital investments, loans or acquisitions) either involving more than $50,000), except for transactions made in 25,000 or outside the ordinary course Ordinary Course of businessBusiness; (b) the Company has not entered into issued any material agreementnote, contract, leasebond, or license outside other debt security or created, incurred, assumed or guaranteed any indebtedness for borrowed money or capitalized lease obligation either involving more than $25,000 singly or $100,000 in the ordinary course of businessaggregate, including any Company Material Agreementother than equipment financing arrangements approved by Buyer; (c) the Company has not accelerated, terminated, made material modifications to, canceled, or failed to renew, or received imposed any threat from a third party that Encumbrance upon any of the foregoing would occurits assets, with respect to any Company Material Agreementtangible or intangible; (d) the Company has not imposed sold, assigned, leased or had imposed any Security Interest (other than Permitted Exceptions) upon transferred any of its assets or propertiestangible assets, tangible, or intangibleexcept for sales of Inventory in the Ordinary Course of Business; (e) there has been no change made sold, assigned or authorized transferred any patents, trademarks or trade names or any material copyrights, trade secrets or other intangible assets, except in the Organizational Documents Ordinary Course of the CompanyBusiness; (f) the Company has not issued, sold, suffered any extraordinary losses or otherwise disposed of waived any securities or other Capital Stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its Capital Stock, or issued any unit appreciation, phantom unit, unit plans, profit participation, or similar rights with respect material to the Companyconduct of the Business as presently conducted; (g) the Company has not declared, set aside, or paid any dividend or made any distribution with respect to its Capital Stock capital expenditure (whether in cash or in kindseries of related capital expenditures) either involving more than $1,000,000 or redeemed, purchased, or otherwise acquired any outside the Ordinary Course of its Capital StockBusiness; (h) entered into, amended or extended (i) any coal sales commitment or obligations unless such coal sales commitment is for less than 30 days and involves less than 20,000 tons of coal, or (ii) any other agreement, contract (other than a coal sales commitment), lease or license (or series of related agreements, contracts, leases or licenses) either involving more than $25,000 or outside the Company has not experienced Ordinary Course of Business; (i) suffered any theft, damage, destructiondestruction or casualty loss to its property, or loss (whether or not covered by insurance) to its property in excess of Fifty Thousand Dollars ($50,000); (i) the Company has not experienced any strike, work stoppage, or lockout or encountered any labor union organizing activities by or among its employees; (j) the Company has not made any change in accounting methods employment or principles applicable to severance terms for any of its businessdirectors, including changes in estimates managers or valuation methods, ceased making accruals consistent with past practiceofficers, or made or caused to be made any restatement of value of any properties or assets material change in the financial statements employment or severance terms for any of its other Employees outside the Company (other than annual restatements Ordinary Course of inventory values in the ordinary course of business)Business; (k) made any change in its accounting methods, principles or practices for financial accounting (except for those changes required by the Company has not elected, revoked, Subject Companies’ independent auditors to comply with GAAP) or amended any material Tax election, settled, or compromised any claim or assessment with respect to Taxes, executed any closing agreement or any other agreement with respect to Taxes, executed or consented to any waivers extending the statutory period of limitations with respect to the collection or assessment of any Taxes, or amended any income or other material Tax Returnsfor IRS reporting purposes; (l) adopted, amended, modified or terminated any bonus, profit sharing, incentive, severance or other plan, contract or commitment for the Company has not adopted benefit of any new of its directors, officers and other Employees (or taken any such action with respect to any other Employee Benefit Plan or amended any existing Employee Benefit Plan (except to the extent required by Applicable LawPlan); (m) granted any increase in the Company has not delayed base compensation of or accelerated payment of bonuses payable to any account payable or other liability or obligation beyond or in advance of its due date directors, managers, officers and other Employees outside of the Ordinary Course of Business, or made any other change in employment terms for any of its directors, officers, and other Employees outside the date when such liability or obligation would have been paid in the ordinary course Ordinary Course of business; andBusiness; (n) made any payment (including any dividends or other distributions with respect to its Equity Interests) to any Seller or any Affiliate of any Seller (other than compensation otherwise payable in the Ordinary Course of Business to any Seller employed by such Subject Company has not and other than as contemplated by this Agreement) or forgiven any indebtedness due or owing from any Seller or any Affiliate of any Seller to such Subject Company; (o) issued, sold or otherwise disposed of any of its Equity Interests or granted any Commitments; (p) (i) accelerated accounts receivable, (ii) delayed or postponed the payment of accounts payable or other Liabilities, or (iii) changed in any material respect its practices in connection with the payment of accounts payable in respect of purchases from suppliers; (q) amended its Organizational Documents; (r) collected receivables, paid payables, billed customers, or accrued for receivables and payables other than in accordance with its standard practices and procedures with regard to the same (including its standard practices and procedures with respect to the timing of taking such actions); (s) received notice of any termination of any Contract to which it is a party; (t) entered into an transaction with any Seller or a Seller’s Affiliates (other than another Subject Company); or (u) committed to do any of the foregoing.

Events Subsequent to Most Recent Fiscal Month End. Except as set forth on Schedule 4.7Section 4.8 of the Disclosure Schedule, since the date that falls on the Most Recent Fiscal Month End, there has not been any Company Material Adverse EffectEffect on or to LTEL and its Subsidiaries. Except as set forth on Schedule 4.7 or as disclosed in Without limiting the Company SEC Reportsgenerality of the foregoing, since the date that falls on the Most Recent Fiscal Month End through the date hereofdate: (a) the Company none of LTEL and its Subsidiaries has not sold, leased, transferred, or assigned any material assets, tangible or intangible having a value in excess intangible, outside the Ordinary Course of Fifty Thousand Dollars ($50,000), except for transactions made in the ordinary course of businessBusiness; (b) the Company none of LTEL and its Subsidiaries has not entered into any material agreement, contract, lease, or license outside the ordinary course Ordinary Course of business, including any Company Material AgreementBusiness; (c) the Company no party (including any of LTEL and its Subsidiaries) has not accelerated, terminated, made material modifications to, canceledor canceled any material agreement, contract, lease, or failed license to renew, or received any threat from a third party that which any of the foregoing would occur, with respect to LTEL and its Subsidiaries is a party or by which any Company Material Agreementof them is bound; (d) the Company none of LTEL and its Subsidiaries has not imposed or had allowed to be imposed any Security Interest (other than Permitted Exceptions) upon any of its assets or propertiesassets, tangible, tangible or intangible; (e) none of LTEL and its Subsidiaries has made any material capital expenditures outside the Ordinary Course of Business; (f) none of LTEL and its Subsidiaries has made any material capital investment in, or any material loan to, any other Person outside the Ordinary Course of Business; (g) LTEL and its Subsidiaries have not created, incurred, assumed, or guaranteed more than $50,000 in aggregate indebtedness for borrowed money and capitalized lease obligations; (h) none of LTEL and its Subsidiaries has granted any license or sublicense of any material rights under or with respect to any Intellectual Property; (i) there has been no change made or authorized in the Organizational Documents charter or bylaws of the Companyany of LTEL and its Subsidiaries; (fj) the Company none of LTEL and its Subsidiaries has not issued, sold, or otherwise disposed of any securities or other Capital Stockof its capital stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its Capital Stock, or issued any unit appreciation, phantom unit, unit plans, profit participation, or similar rights with respect to the Companycapital stock; (gk) the Company none of LTEL and its Subsidiaries has not declared, set aside, or paid any dividend or made any distribution with respect to its Capital Stock capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its Capital Stockcapital stock; (hl) the Company none of LTEL and its Subsidiaries has not experienced any material damage, destruction, or loss (whether or not covered by insurance) to its property in excess of Fifty Thousand Dollars ($50,000); (i) the Company has not experienced any strike, work stoppage, or lockout or encountered any labor union organizing activities by or among its employees; (j) the Company has not made any change in accounting methods or principles applicable to its business, including changes in estimates or valuation methods, ceased making accruals consistent with past practice, or made or caused to be made any restatement of value of any properties or assets in the financial statements of the Company (other than annual restatements of inventory values in the ordinary course of business); (k) the Company has not elected, revoked, or amended any material Tax election, settled, or compromised any claim or assessment with respect to Taxes, executed any closing agreement or any other agreement with respect to Taxes, executed or consented to any waivers extending the statutory period of limitations with respect to the collection or assessment of any Taxes, or amended any income or other material Tax Returns; (l) the Company has not adopted any new Employee Benefit Plan or amended any existing Employee Benefit Plan (except to the extent required by Applicable Law)property; (m) none of LTEL and its Subsidiaries has made any loan to, or entered into any other transaction with, any of its directors, officers, and employees outside the Company Ordinary Course of Business; (n) none of LTEL and its Subsidiaries has not delayed entered into any employment contract or accelerated payment collective bargaining agreement, written or oral, or modified the terms of any account payable existing such contract or agreement; (o) none of LTEL and its Subsidiaries has granted any increase in the base compensation of any of its directors, officers, and employees outside the Ordinary Course of Business; (p) none of LTEL and its Subsidiaries has adopted, amended, modified, or terminated any bonus, profit-sharing, incentive, severance, or other liability plan, contract, or obligation beyond or in advance commitment for the benefit of any of its due date directors, officers, and employees (or taken any such action with respect to any other Employee Benefit Plan); (q) none of LTEL and its Subsidiaries has made any other material change in employment terms for any of its directors, officers, and employees outside the date when such liability or obligation would have been paid in the ordinary course Ordinary Course of businessBusiness; and (nr) the Company none of LTEL and its Subsidiaries has not committed to any of the foregoing.

Events Subsequent to Most Recent Fiscal Month End. Except as set forth on Schedule 4.7, since the date that falls on Since the Most Recent Fiscal Month End, there has not been any Company event or occurrence that has had, or is reasonably likely to have, a Material Adverse Effect. Except as set forth on Schedule 4.7 or as disclosed in Effect and the Company SEC Reports, since the date that falls on the Most Recent Fiscal Month End through the date hereofhas not: (ai) the Company has not soldbecome legally obligated to sell, leased, transferred, assign or assigned any assets, tangible or intangible having a value in excess of Fifty Thousand Dollars ($50,000), except for transactions made in the ordinary course of business; (b) the Company has not entered into any material agreement, contract, lease, or license outside the ordinary course of business, including any Company Material Agreement; (c) the Company has not accelerated, terminated, made material modifications to, canceled, or failed to renew, or received any threat from a third party that any of the foregoing would occur, with respect to any Company Material Agreement; (d) the Company has not imposed or had imposed any Security Interest (other than Permitted Exceptions) upon otherwise transfer any of its material assets or properties, tangible, or intangibleother than in the Ordinary Course of Business; (eii) there has been no change made any acquisition of all of the capital stock (whether by merger or otherwise) or all or substantially all of the assets of any Person; (iii) subjected any material asset to a Security Interest; (iv) amended or authorized any amendment to its charter or bylaws; (v) incurred any indebtedness for borrowed money from a non-affiliated Person or incurred any liability (contingent or otherwise) in excess of $10,000, other than trade payables incurred in the Organizational Documents Ordinary Course of Business; (vi) declared or made any payment or distribution to the Seller, other than in connection with the Seller advancing funds to, and sweeping cash of, the Company pursuant to the Seller’s cash management system with Bank of America in the Ordinary Course of Business; (vii) issued, sold, pledged, disposed of, or encumbered any shares of, or securities convertible into or exchangeable or exercisable for, or options, warrants, calls, commitments or rights of any kind to acquire any shares of the capital stock of the Company; (fviii) made any change to its accounting policies, principles or practices other than as required by law or changes in GAAP; (ix) made any loans to any Persons other than advances for business expenses in the Company has not issuedOrdinary Course of Business; (x) entered into, soldadopted, amended or terminated any bonus, profit sharing, compensation or stock option/ownership plan, severance or other Employee Benefit Plan or other arrangement for the benefit of any director, officer or employee, or otherwise disposed increased in any manner the compensation or fringe benefits of any securities director or officer, other Capital Stockthan as required under any employment agreement listed in Section 4(m) of the Disclosure Schedule; (xi) waived any right in any contract listed in Section 4(m) of the Disclosure Schedule, or granted any options, warrants, or other rights the waiver of which would reasonably be expected to purchase or obtain (including upon conversion, exchange, or exercise) any materially detract from the value of its Capital Stock, or issued any unit appreciation, phantom unit, unit plans, profit participation, or similar rights with respect such contract to the Company; (gxii) the Company has not declared, set aside, or paid any dividend or made any distribution with respect become obligated to its Capital Stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired take any of its Capital Stock; (h) the Company has not experienced any damage, destruction, or loss (whether or not covered by insurance) to its property actions specified in excess of Fifty Thousand Dollars ($50,000); subparagraphs (i) the Company has not experienced any strike, work stoppage, or lockout or encountered any labor union organizing activities by or among its employees;through (xi) above; or (jxiii) the Company has not made any change in accounting methods or principles applicable to its business, including changes in estimates or valuation methods, ceased making accruals consistent with past practice, or made or caused to be made any restatement of value of any properties or assets in the financial statements of the Company (other than annual restatements of inventory values in the ordinary course of business); (k) the Company has not elected, revoked, or amended any material Tax election, settled, or compromised any claim or assessment with respect to Taxes, executed any closing agreement or any other agreement with respect to Taxes, executed or consented to any waivers extending the statutory period of limitations with respect to the collection or assessment of any Taxes, or amended any income or other material Tax Returns; (l) the Company has not adopted any new Employee Benefit Plan or amended any existing Employee Benefit Plan (except to the extent required by Applicable Law); (m) the Company has not delayed or accelerated payment of incurred any account payable or other liability or obligation beyond or in advance of its due date or the date when such liability or obligation would have been paid which is not listed in the ordinary course of business; and (n) the Company has not committed to any of the foregoingDisclosure Schedule.

Events Subsequent to Most Recent Fiscal Month End. Except as set forth on Schedule 4.7ss.3(h) of the Disclosure Schedule, since the date that falls on the Most Recent Fiscal Month End, there has not been been, occurred or arisen: (i) any Company Material Adverse Effect. Except as set forth on Schedule 4.7 or as disclosed change in the Company SEC Reports, since the date that falls on the Most Recent Fiscal Month End through the date hereof: (a) the Company has not sold, leased, transferred, or assigned any assets, tangible liabilities, sales, income or intangible having a value business of the Target or in excess of Fifty Thousand Dollars ($50,000)its relationships with suppliers, except for transactions made customers or lessors, other than changes which were both in the ordinary course Ordinary Course of business; Business and have not been, either in any individual case or in the aggregate, materially adverse; (bii) any acquisition or disposition by the Company has not entered into Target of any material agreement, contract, lease, asset or license outside the ordinary course of business, including any Company Material Agreement; (c) the Company has not accelerated, terminated, made material modifications to, canceled, or failed to renew, or received any threat from a third party that any of the foregoing would occur, with respect to any Company Material Agreement; (d) the Company has not imposed or had imposed any Security Interest (property other than Permitted Exceptions) upon any of its assets or properties, tangible, or intangible; (e) there has been no change made or authorized in the Organizational Documents Ordinary Course of the Company; Business; (fiii) the Company has not issued, sold, or otherwise disposed of any securities or other Capital Stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its Capital Stock, or issued any unit appreciation, phantom unit, unit plans, profit participation, or similar rights with respect to the Company; (g) the Company has not declared, set aside, or paid any dividend or made any distribution with respect to its Capital Stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its Capital Stock; (h) the Company has not experienced any damage, destructiondestruction or loss, or loss (whether or not covered by insurance, materially and adversely affecting, either in any individual case or in the aggregate, the Acquired Assets; (iv) any declaration, setting aside or payment of any dividend or any other distributions in respect of any class of the capital stock of the Target; (v) any issuance of any shares of any class of the capital stock of the Target or any direct or indirect redemption, purchase or other acquisition of any of any class of the capital stock of the Target; (vi) any increase in the compensation, pension or other benefits payable or to become payable by the Target to any of its property in excess of Fifty Thousand Dollars ($50,000); (i) the Company has not experienced any strike, work stoppageofficers or employees, or lockout any bonus payments or encountered arrangements made to or with any labor union organizing activities of them; (vii) any forgiveness or cancellation of any debt or claim by the Target or among its employees; any waiver of any right of material value other than compromises of accounts receivable in the Ordinary Course of Business; (jviii) any entry by the Company has not made Target into any transaction other than in the Ordinary Course of Business; (ix) any incurrence by the Target of any obligations or liabilities, whether absolute, accrued, contingent or otherwise (including, without limitation, liabilities as guarantor or otherwise with respect to obligations of others), other than obligations and liabilities incurred in the Ordinary Course of Business; (x) any mortgage, pledge, lien, lease, security interest or other charge or encumbrance on any of the Acquired Assets; (xi) any change in accounting principles, practices or methods used by the Target; (xii) any strike or principles applicable to its business, including changes in estimates labor dispute; or valuation methods, ceased making accruals consistent with past practice, (xiii) any discharge or made or caused to be made any restatement of value satisfaction by the Target of any properties lien or assets encumbrance or payment by the Target of any obligation or liability (fixed or contingent) other than (A) current liabilities included in the financial statements unaudited balance sheet as of the Company March 31, 1998 and (other than annual restatements of inventory values B) current liabilities incurred since March 31, 1998 in the ordinary course Ordinary Course of business); (k) the Company has not elected, revoked, or amended any material Tax election, settled, or compromised any claim or assessment with respect to Taxes, executed any closing agreement or any other agreement with respect to Taxes, executed or consented to any waivers extending the statutory period of limitations with respect to the collection or assessment of any Taxes, or amended any income or other material Tax Returns; (l) the Company has not adopted any new Employee Benefit Plan or amended any existing Employee Benefit Plan (except to the extent required by Applicable Law); (m) the Company has not delayed or accelerated payment of any account payable or other liability or obligation beyond or in advance of its due date or the date when such liability or obligation would have been paid in the ordinary course of business; and (n) the Company has not committed to any of the foregoingBusiness.

Events Subsequent to Most Recent Fiscal Month End. Except as set forth on Schedule 4.7, since the date that falls on Since the Most Recent Fiscal Month End, there has not been any Company Material Adverse Effect. Except as set forth on Schedule 4.7 or as disclosed material adverse change in the Company SEC Reportsbusiness, financial condition, operations, results of operations, or future prospects of the Seller. Without limiting the generality of the foregoing, since the date that falls on the Most Recent Fiscal Month End through the date hereofdate: (ai) the Company Seller has not sold, leased, transferred, or assigned any of its assets, tangible or intangible having a value in excess of Fifty Thousand Dollars ($50,000)intangible, except other than for transactions made fair consideration in the ordinary course Ordin ary Course of businessBusiness; (bii) the Company Seller has not entered into any material agreement, contract, lease, or license outside the ordinary course (or series of businessrelated agreements, including any Company Material Agreementcontracts, leases, and licenses); (ciii) the Company Seller has not accelerated, terminated, made material modifications to, canceledmodified, or failed to renewcanceled any agreement, contract, lease, or received any threat from a third party that any license (or series of the foregoing would occurrelated agreements, with respect to any Company Material Agreementcontracts, leases, and licenses); (div) the Company Seller has not imposed or had imposed any Security Interest (other than Permitted Exceptions) upon any of its assets or propertiesassets, tangible, tangible or intangible; (ev) there the Seller has been no change not made any capital expenditure (or authorized in the Organizational Documents series of the Companyrelated capital expenditures); (fvi) the Company Seller has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions) either involving more than $10,000 or outside the Ordinary Course of Business; (vii) the Seller has not issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money (other than the Bridge Loan) or capitalized lease obligation; (viii) the Seller has not delayed or postponed the payment of accounts payable and other Liabilities outside the Ordinary Course of Business; (ix) the Seller has not canceled, compromised, waived, or released any right or claim (or series of related rights and claims); (x) the Seller has not granted any license or sublicense of any rights under or with respect to any Intellectual Property; (xi) the Seller has not issued, sold, or otherwise disposed of any securities or other Capital Stockof its capital stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its Capital Stock, or issued any unit appreciation, phantom unit, unit plans, profit participation, or similar rights with respect to the Companycapital stock; (gxii) the Company Seller has not declared, set aside, or paid any dividend or made any distribution with respect to its Capital Stock capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its Capital Stockcapital stock; (hxiii) the Company has not experienced any damage, destruction, or loss (whether or not covered by insurance) to its property in excess of Fifty Thousand Dollars ($50,000); (i) the Company has not experienced any strike, work stoppage, or lockout or encountered any labor union organizing activities by or among its employees; (j) the Company Seller has not made any change in accounting methods or principles applicable to its business, including changes in estimates or valuation methods, ceased making accruals consistent with past practiceloan to, or made or caused to be made entered into any restatement other transaction with, any of value of any properties or assets in the financial statements its directors, officers, and employees and stockholders of the Company (other than annual restatements Seller outside the Ordinary Course of inventory values in the ordinary course of business)Business; (kxiv) the Company Seller has not electedentered into any employment contract or collective bargaining agreement, revokedwritten or oral, or amended any material Tax election, settled, or compromised any claim or assessment with respect to Taxes, executed any closing agreement or any other agreement with respect to Taxes, executed or consented to any waivers extending modified the statutory period of limitations with respect to the collection or assessment terms of any Taxes, existing such contract or amended any income or other material Tax Returnsagreement; (lxv) the Company Seller has not adopted made any new Employee Benefit Plan or amended other change in employment terms for any existing Employee Benefit Plan (except to of its directors, officers, and employees outside the extent required by Applicable Law)Ordinary Course of Business; (mxvi) the Company Seller has not delayed made or accelerated payment of pledged to make any account payable charitable or other liability capital contribution outside the Ordinary Course of Business; (xvii) there has not been any other material occurrence, event, incident, action, failure to act, or obligation beyond or in advance transaction outside the Ordinary Course of Business involving any of the Seller and its due date or the date when such liability or obligation would have been paid in the ordinary course of businessSubsidiaries; and (nxviii) the Company Seller has not committed to any of the foregoing.

Events Subsequent to Most Recent Fiscal Month End. Except as set forth on Schedule 4.7, since the date that falls on Since the Most Recent Fiscal Month End, there has not been any Company Material Adverse Effect. Except as set forth on Schedule 4.7 or as disclosed material adverse change in the Company SEC Reportsbusiness, financial condition, operations, results of operations, or future prospects of Crown Satellite taken as a whole. Without limiting the generality of the foregoing, since the that date that falls on the Most Recent Fiscal Month End through the date hereofin its operation of Crown Satellite, Crown has not: (ai) the Company has not sold, leased, transferred, or assigned any assetsAssets, tangible or intangible having a value in excess intangible, outside the Ordinary Course of Fifty Thousand Dollars ($50,000), except for transactions made in the ordinary course of businessBusiness; (bii) the Company has not entered into any material agreement, contract, lease, or license (or series of related agreements, contracts, leases, or licenses) either involving more than $50,000 or outside the ordinary course Ordinary Course of business, including any Company Material AgreementBusiness; (ciii) the Company has not accelerated, terminated, made material modifications to, canceled, or failed to renew, or received canceled any threat from a third party that any of the foregoing would occur, with respect to any Company Material AgreementContract; (div) the Company has not imposed or had imposed any Security Interest (other than Permitted Exceptions) upon any of its assets or propertiesthe Assets, tangible, tangible or intangible; (ev) there has been no change made or authorized in any capital expenditures outside the Organizational Documents Ordinary Course of the CompanyBusiness; (fvi) the Company has not issued, soldmade any capital investment in, or otherwise disposed any loan to, any other Person outside the Ordinary Course of Business; (vii) created, incurred, assumed, or guaranteed any indebtedness for borrowed money and capitalized lease obligations; (viii) granted any license or sublicense of any securities rights under or other Capital Stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its Capital Stock, or issued any unit appreciation, phantom unit, unit plans, profit participation, or similar rights with respect to the Companyany Intellectual Property; (gix) the Company has not declared, set aside, or paid any dividend or made any distribution with respect to its Capital Stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its Capital Stock; (h) the Company has not experienced any material damage, destruction, or loss (whether or not covered by insurance) to its property in excess of Fifty Thousand Dollars ($50,000)property; (ix) the Company has not experienced any strike, work stoppage, or lockout or encountered any labor union organizing activities by or among its employees; (j) the Company has not made any change in accounting methods or principles applicable to its business, including changes in estimates or valuation methods, ceased making accruals consistent with past practiceloan to, or made or caused to be made entered into any restatement of value of other transaction with any properties or assets in the financial statements of the Company (other than annual restatements officers or employees of inventory values in the ordinary course of business)Crown Satellite; (kxi) the Company has not electedentered into any employment contract or collective bargaining agreement, revokedwritten or oral, or amended modified the terms of any material Tax election, settled, existing such contract or compromised any claim or assessment with respect to Taxes, executed any closing agreement or any other agreement with respect to Taxes, executed any of the officers or consented to any waivers extending the statutory period employees of limitations with respect to the collection or assessment of any Taxes, or amended any income or other material Tax ReturnsCrown Satellite; (lxii) granted any increase in the Company has not adopted base compensation of any new Employee Benefit Plan of the officers or amended any existing Employee Benefit Plan (except to employees of Crown Satellite outside the extent required by Applicable Law)Ordinary Course of Business; (mxiii) adopted, amended, modified, or terminated any bonus, profit-sharing, incentive, severance, or other plan, contract, or commitment for the Company has not delayed or accelerated payment benefit of any account payable of the officers or other liability or obligation beyond or in advance employees of its due date or the date when such liability or obligation would have been paid in the ordinary course of business; andCrown Satellite; (nxiv) made any other change in employment terms for any of the Company has not officers or employees of Crown Satellite outside the Ordinary Course of Business. (xv) committed to any of the foregoing.

Events Subsequent to Most Recent Fiscal Month End. Except as set forth on Schedule 4.7, since the date that falls on Since the Most Recent Fiscal Month End, there has not been any Company event or occurrence that has had, or is reasonably likely to have, a Material Adverse Effect. Except as set forth on Schedule 4.7 or as disclosed in Effect and none of the Company SEC Reports, since the date that falls on the Most Recent Fiscal Month End through the date hereofCompanies have: (ai) become legally obligated to sell, assign or otherwise transfer any of their material assets or properties, other than in the Company has not Ordinary Course of Business; (ii) made any acquisition of all of the capital stock (whether by merger or otherwise) or all or substantially all of the assets of any Person; (iii) subjected any material asset to a Security Interest; (iv) amended or authorized any amendment to its charter or bylaws; (v) incurred any indebtedness for borrowed money from a non-affiliated Person or incurred any liability (contingent or otherwise) in excess of $10,000 individually or in the aggregate, other than trade payables incurred in the Ordinary Course of Business; (vi) declared or made any payment or distribution to the Seller, other than in connection with the Seller advancing funds to, and sweeping cash of, the Companies pursuant to the Seller’s cash management system with Bank of America in the Ordinary Course of Business; (vii) issued, sold, leasedpledged, transferreddisposed of, or assigned encumbered any assetsshares of, tangible or intangible having securities convertible into or exchangeable or exercisable for, or options, warrants, calls, commitments or rights of any kind to acquire any shares of the capital stock of any Company; (viii) made any change to its accounting policies, principles or practices; (ix) made any loans to any Persons other than advances for reasonable business expenses in the Ordinary Course of Business; (x) entered into, adopted, amended or terminated any bonus, profit sharing, compensation or stock option/ownership plan, severance or other Employee Benefit Plan or other arrangement for the benefit of any director, officer or employee, or increased in any manner the compensation or fringe benefits of any director or officer, other than as required under any employment agreement listed in Section 4(m) of the Disclosure Schedule; (xi) waived any right in any contract listed in Section 4(m) of the Disclosure Schedule, the waiver of which would reasonably be expected to materially detract from the value of such contract to any Company; (xii) entered into, adopted or amended any union labor contract or agreement; (xiii) entered into, adopted or amended any contract or agreement with a value in excess of Fifty Thousand Dollars ($50,000), except for transactions made in the ordinary course of business100,000; (bxiv) the Company has not entered into had any material agreement, contract, lease, employee with an annual compensation rate of $50,000 or license outside the ordinary course of business, including any Company Material Agreementgreater voluntarily or involuntarily leave employment; (cxv) engaged in any transaction or omitted to take any action other than in the Company has not accelerated, terminated, made material modifications to, canceled, Ordinary Course or failed Business; or (xvi) became obligated to renew, or received any threat from a third party that take any of the foregoing would occur, with respect to any Company Material Agreement; (d) the Company has not imposed or had imposed any Security Interest (other than Permitted Exceptions) upon any of its assets or properties, tangible, or intangible; (e) there has been no change made or authorized actions specified in the Organizational Documents of the Company; (f) the Company has not issued, sold, or otherwise disposed of any securities or other Capital Stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its Capital Stock, or issued any unit appreciation, phantom unit, unit plans, profit participation, or similar rights with respect to the Company; (g) the Company has not declared, set aside, or paid any dividend or made any distribution with respect to its Capital Stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its Capital Stock; (h) the Company has not experienced any damage, destruction, or loss (whether or not covered by insurance) to its property in excess of Fifty Thousand Dollars ($50,000); subparagraphs (i) the Company has not experienced any strike, work stoppage, or lockout or encountered any labor union organizing activities by or among its employees; through (jxv) the Company has not made any change in accounting methods or principles applicable to its business, including changes in estimates or valuation methods, ceased making accruals consistent with past practice, or made or caused to be made any restatement of value of any properties or assets in the financial statements of the Company (other than annual restatements of inventory values in the ordinary course of business); (k) the Company has not elected, revoked, or amended any material Tax election, settled, or compromised any claim or assessment with respect to Taxes, executed any closing agreement or any other agreement with respect to Taxes, executed or consented to any waivers extending the statutory period of limitations with respect to the collection or assessment of any Taxes, or amended any income or other material Tax Returns; (l) the Company has not adopted any new Employee Benefit Plan or amended any existing Employee Benefit Plan (except to the extent required by Applicable Law); (m) the Company has not delayed or accelerated payment of any account payable or other liability or obligation beyond or in advance of its due date or the date when such liability or obligation would have been paid in the ordinary course of business; and (n) the Company has not committed to any of the foregoingabove.

Events Subsequent to Most Recent Fiscal Month End. Except as set forth on Schedule 4.7otherwise contemplated by this Agreement, since the date that falls on the Most Recent Fiscal Month End, the Company has conducted the Business only in the Ordinary Course of Business and there has not been any Company Material Adverse EffectChange. Except as set forth on Schedule 4.7 or as disclosed in Without limiting the generality of the foregoing, since that date, the Company SEC Reports, since the date that falls on the Most Recent Fiscal Month End through the date hereofhas not: (a) the Company has not soldmade any capital investment in, leased, transferredany loan to, or assigned any assetsacquisition of the securities or assets of, tangible any other Person (or intangible having a value in excess series of Fifty Thousand Dollars (related capital investments, loans or acquisitions) either involving more than $50,000), except for transactions made in 25,000 or outside the ordinary course Ordinary Course of businessBusiness; (b) the Company has not entered into issued any material agreementnote, contract, leasebond, or license outside other debt security or created, incurred, assumed or guaranteed any indebtedness for borrowed money or capitalized lease obligation either involving more than $25,000 singly or $100,000 in the ordinary course of businessaggregate, including any Company Material Agreementother than equipment financing arrangements approved by Buyer; (c) the Company has not accelerated, terminated, made material modifications to, canceled, or failed to renew, or received imposed any threat from a third party that Encumbrance upon any of the foregoing would occurits assets, with respect to any Company Material Agreementtangible or intangible; (d) the Company has not imposed sold, assigned, leased or had imposed any Security Interest (other than Permitted Exceptions) upon transferred any of its assets or propertiestangible assets, tangible, or intangibleexcept for sales of Inventory in the Ordinary Course of Business; (e) there has been no change made sold, assigned or authorized transferred any patents, trademarks or trade names or any material copyrights, trade secrets or other intangible assets, except in the Organizational Documents Ordinary Course of the CompanyBusiness; (f) the Company has not issued, sold, suffered any extraordinary losses or otherwise disposed of waived any securities or other Capital Stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its Capital Stock, or issued any unit appreciation, phantom unit, unit plans, profit participation, or similar rights with respect material to the Companyconduct of the Business as presently conducted; (g) the Company has not declared, set aside, or paid any dividend or made any distribution with respect to its Capital Stock capital expenditure (whether in cash or in kindseries of related capital expenditures) either involving more than $1,000,000 or redeemed, purchased, or otherwise acquired any outside the Ordinary Course of its Capital StockBusiness; (h) entered into, amended or extended (i) any coal sales commitment or obligations unless such coal sales commitment is for less than 30 days and involves less than 20,000 tons of coal, or (ii) any other agreement, contract (other than a coal sales commitment), lease or license (or series of related agreements, contracts, leases or licenses) either involving more than $25,000 or outside the Company has not experienced Ordinary Course of Business; (i) suffered any theft, damage, destructiondestruction or casualty loss to its property, or loss (whether or not covered by insurance) to its property in excess of Fifty Thousand Dollars ($50,000); (i) the Company has not experienced any strike, work stoppage, or lockout or encountered any labor union organizing activities by or among its employees; (j) the Company has not made any change in accounting methods employment or principles applicable to severance terms for any of its businessdirectors, including changes in estimates managers or valuation methods, ceased making accruals consistent with past practiceofficers, or made or caused to be made any restatement of value of any properties or assets material change in the financial statements employment or severance terms for any of its other Employees outside the Company (other than annual restatements Ordinary Course of inventory values in the ordinary course of business)Business; (k) made any change in its accounting methods, principles or practices for financial accounting (except for those changes required by the Company has not elected, revoked, Company’s independent auditors to comply with GAAP) or amended any material Tax election, settled, or compromised any claim or assessment with respect to Taxes, executed any closing agreement or any other agreement with respect to Taxes, executed or consented to any waivers extending the statutory period of limitations with respect to the collection or assessment of any Taxes, or amended any income or other material Tax Returnsfor IRS reporting purposes; (l) adopted, amended, modified or terminated any bonus, profit sharing, incentive, severance or other plan, contract or commitment for the Company has not adopted benefit of any new of its directors, officers and other Employees (or taken any such action with respect to any other Employee Benefit Plan or amended any existing Employee Benefit Plan (except to the extent required by Applicable LawPlan); (m) granted any increase in the Company has not delayed base compensation of or accelerated payment of bonuses payable to any account payable or other liability or obligation beyond or in advance of its due date directors, managers, or the date when such liability officers, or obligation would have been paid made any other change in the ordinary course employment terms for any of business; andits directors, or officers; (n) made any payment (including any dividends or other distributions with respect to the Company has not Units) to any Seller or any Affiliate of any Seller (other than in the Ordinary Course of Business) or forgiven any indebtedness due or owing from any Seller or any Affiliate of any Seller to such Company; (o) issued, sold or otherwise disposed of any of the Units or granted any Commitments; (p) (i) accelerated accounts receivable, (ii) delayed or postponed the payment of accounts payable or other Liabilities, or (iii) changed in any material respect its practices in connection with the payment of accounts payable in respect of purchases from suppliers; (q) amended its Organizational Documents; (r) collected receivables, paid payables, billed customers, or accrued for receivables and payables other than in accordance with its standard practices and procedures with regard to the same; (s) received notice of any termination of any Contract to which it is a party; (t) entered into an transaction with any Seller or a Seller’s Affiliates; or (u) committed to do any of the foregoing.

Events Subsequent to Most Recent Fiscal Month End. Except as set forth on Schedule 4.7, since the date that falls on Since the Most Recent Fiscal Month End, there has not been any Company Material Adverse Effect. Except as set forth on Schedule 4.7 or as disclosed material adverse change in the Company SEC Reportsbusiness, financial condition, operations, results of operations, or future prospects of any of PlayStream and its Subsidiaries. Without limiting the generality of the foregoing, since the date that falls on the Most Recent Fiscal Month End through the date hereofdate: (ai) the Company none of PlayStream and its Subsidiaries has not sold, leased, transferred, or assigned any of its assets, tangible or intangible having intangible, other than for a value in excess of Fifty Thousand Dollars ($50,000), except for transactions made fair consideration in the ordinary course Ordinary Course of businessBusiness; (bii) the Company none of PlayStream and its Subsidiaries has not entered into any material agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) either involving more than $20,000 or outside the ordinary course Ordinary Course of business, including any Company Material AgreementBusiness; (ciii) the Company no party (including any of PlayStream and its Subsidiaries) has not accelerated, terminated, made material modifications to, canceledmodified, or failed to renewcancelled any agreement, contract, lease, or received any threat from a third party that license (or series of related agreements, contracts, leases, and licenses) involving more than $20,000 to which any of the foregoing would occur, with respect to PlayStream and its Subsidiaries is a party or by which any Company Material Agreementof them is bound; (div) the Company none of PlayStream and its Subsidiaries has not imposed or had imposed any Security Interest Encumbrance (other than Permitted ExceptionsEncumbrances) upon any of its assets or propertiesassets, tangible, tangible or intangible; (ev) none of PlayStream and its Subsidiaries has made any capital expenditure (or series of related capital expenditures) either involving more than $20,000 or outside the Ordinary Course of Business; (vi) (none of PlayStream and its Subsidiaries has made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions) either involving more than $20,000 or outside the Ordinary Course of Business; (vii) none of PlayStream and its Subsidiaries has issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligation either involving more than $20,000 singly or $50,000 in the aggregate; (viii) none of PlayStream and its Subsidiaries has delayed or postponed the payment of accounts payable and other Liabilities outside the Ordinary Course of Business; (ix) none of PlayStream and its Subsidiaries has cancelled, compromised, waived, or released any right or claim (or series of related rights and claims) either involving more than $20,000 or outside the Ordinary Course of Business; (x) none of PlayStream and its Subsidiaries has granted any license or sublicense of any rights under or with respect to any Intellectual Property outside the Ordinary Course of Business; (xi) there has been no change made or authorized in the Organizational Documents certificate of formation or limited liability company agreement of PlayStream or the Companycharter documents of any of its Subsidiaries; (fxii) the Company none of PlayStream and its Subsidiaries has not issued, sold, or otherwise disposed of any securities of its Units or other Capital Stockequity interests, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its Capital Stock, Units or issued any unit appreciation, phantom unit, unit plans, profit participation, or similar rights with respect to the Companyother equity interests; (gxiii) the Company none of PlayStream and its Subsidiaries has not declared, set aside, or paid any dividend or made any distribution with respect to any of its Capital Stock Units or other equity interests (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its Capital StockUnits or other equity interests; (hxiv) the Company none of PlayStream and its Subsidiaries has not experienced any damage, destruction, or loss (whether or not covered by insurance) to its property except in excess an amount less than $5,000 in the aggregate; (xv) none of Fifty Thousand Dollars PlayStream and its Subsidiaries has experienced any loss as a result of fraud, theft, conversion, embezzlement or other crime pertaining to the unlawful use or possession of another's property; ($50,000xvi) none of PlayStream and its Subsidiaries has made any loan to, or entered into any other transaction with, any of its members, officers or employees (other than the payment of salary in the Ordinary Course of Business); (ixvii) the Company none of PlayStream and its Subsidiaries has not experienced entered into any strikeemployment contract or collective bargaining agreement, work stoppagewritten or oral, or lockout modified the terms of any such existing contract or encountered agreement; (xviii) none of PlayStream and its Subsidiaries has granted any labor union organizing activities by or among increase in the base compensation of any of its officers and employees; (jxix) the Company none of PlayStream and its Subsidiaries has not made any change in accounting methods or principles applicable to its businessadopted, including changes in estimates or valuation methodsamended, ceased making accruals consistent with past practicemodified, or made terminated any bonus, profit-sharing, incentive, severance, or caused to be made any restatement of value other plan, contract, or commitment for the benefit of any properties of its directors, officers, and employees (or assets in the financial statements of the Company (taken any such action with respect to any other than annual restatements of inventory values in the ordinary course of businessEmployee Benefit Plan); (kxx) the Company none of PlayStream and its Subsidiaries has not elected, revoked, or amended any material Tax election, settled, or compromised any claim or assessment with respect to Taxes, executed any closing agreement or made any other agreement with respect to Taxes, executed or consented to change in employment terms for any waivers extending of its officers and employees outside the statutory period Ordinary Course of limitations with respect to the collection or assessment of any Taxes, or amended any income or other material Tax ReturnsBusiness; (lxxi) none of PlayStream and its Subsidiaries has made or pledged to make any charitable or other capital contribution individually of $5,000 or greater outside the Company has not adopted any new Employee Benefit Plan or amended any existing Employee Benefit Plan (except to the extent required by Applicable Law)Ordinary Course of Business; (mxxii) the Company there has not delayed been any other occurrence, event, incident, action, failure to act, or accelerated payment transaction outside the Ordinary Course of Business involving any account payable of PlayStream and its Subsidiaries that could reasonably be expected to have a PlayStream Material Adverse Effect; (xxiii) there has not been any material change in contingent obligations of PlayStream or other liability or obligation beyond or in advance any of its due date Subsidiaries by way of guaranty, endorsement, indemnity, warranty or the date when such liability or obligation would have been paid in the ordinary course of businessotherwise; and (nxxiv) the Company none of PlayStream and its Subsidiaries has not committed to any of the foregoing.

Events Subsequent to Most Recent Fiscal Month End. Except as set forth on Schedule 4.7, since the date that falls on Since the Most ------------------------------------------------- Recent Fiscal Month End, there has not been any Company Material Adverse Effect. Except as set forth on Schedule 4.7 or as disclosed adverse change in the Company SEC Reportsbusiness, financial condition, operations, results of operations, or future prospects of the Company. Without limiting the generality of the foregoing, since the date that falls on the Most Recent Fiscal Month End through the date hereofdate: (ai) the Company has not sold, leased, transferred, or assigned any of its assets, tangible or intangible having intangible, other than for a value in excess of Fifty Thousand Dollars ($50,000), except for transactions made fair consideration in the ordinary course Ordinary Course of businessBusiness; (bii) the Company has not entered into any material agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) either involving more than $10,000 or outside the ordinary course Ordinary Course of business, including any Company Material AgreementBusiness; (ciii) no party (including the Company ) has not accelerated, terminated, made material modifications to, canceledmodified, or failed to renewcanceled any agreement, contract, lease, or received any threat from license or series of related agreements, contracts, leases, and licenses) involving more than $10,000 to which the Company is a third party that or by which any of the foregoing would occur, with respect to any Company Material Agreementthem is bound; (div) the Company has not imposed or had imposed any Security Interest (other than Permitted Exceptions) upon any of its assets or propertiesassets, tangible, tangible or intangible; (ev) the Company has not made any capital expenditure (or series of related capital expenditures) either involving more than $10,000 or outside the Ordinary Course of Business; (vi) the Company has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions) either involving more than $10,000 or outside the Ordinary Course of Business; (vii) the Company has not issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligation either involving more than $10,000 singly or $50,000 in the aggregate; (viii) the Company has not failed to pay any of its obligations when due or delayed or postponed the payment of accounts payable and other Liabilities outside the Ordinary Course of Business; (ix) the Company has not canceled, compromised, waived, or released any right or claim (or series of related rights and claims) either involving more than $ 10,000 or outside the Ordinary Course of Business; (x) the Company has not granted any license or sublicense of any rights under or with respect to any Intellectual Property; (xi) there has been no change made or authorized in the Organizational Documents charter or bylaws of the Company; (fxii) the Company has not issued, sold, or otherwise disposed of any securities or other Capital Stockof its capital stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its Capital Stock, or issued any unit appreciation, phantom unit, unit plans, profit participation, or similar rights with respect to the Companycapital stock; (gxiii) the Company has not declared, set aside, or paid any dividend or made any distribution with respect to its Capital Stock capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its Capital Stockcapital stock; (hxiv) the Company has not experienced any damage, destruction, or loss (whether or not covered by insurance) to its property property, outside of ordinary wear and tear, involving more than $21,000 in excess of Fifty Thousand Dollars ($50,000)the aggregate as to all such damages; (i) the Company has not experienced any strike, work stoppage, or lockout or encountered any labor union organizing activities by or among its employees; (jxv) the Company has not made any change in accounting methods or principles applicable to its business, including changes in estimates or valuation methods, ceased making accruals consistent with past practiceloan to, or made entered into any other transaction with, any of its directors, officers, and employees outside the Ordinary Course of Business; (xvi) other than hiring "at will" employees in the ordinary course, the Company has not entered into any employment contract or caused to be made any restatement of value collective bargaining agreement, written or oral, or modified the terms of any properties existing such contract or assets in the financial statements of the Company agreement; (xvii) other than annual restatements of inventory values raises in the ordinary course of business)business granted to employees at will, the Company has not granted any (a) increase in the compensation or (b) bonuses, incentive compensation or other benefits, contingent or otherwise, of or for the benefit of any of its directors, officers, and employees outside the Ordinary Course of Business; (kxviii) the Company has not electedadopted, revokedamended, modified, or amended terminated any material Tax electionbonus, settledprofit-sharing, incentive, severance, or compromised other plan, contract, or commitment for the benefit of any claim of its directors, officers, and employees (or assessment taken any such action with respect to Taxes, executed any closing agreement or any other agreement with respect to Taxes, executed or consented to any waivers extending the statutory period of limitations with respect to the collection or assessment of any Taxes, or amended any income or other material Tax ReturnsEmployee Benefit Plan); (lxix) the Company has not adopted made any new Employee Benefit Plan or amended other change in employment terms for any existing Employee Benefit Plan (except to of its directors, officers, and employees outside the extent required by Applicable Law)Ordinary Course of Business; (mxx) the Company has not delayed made or accelerated payment of pledged to make any account payable charitable or other liability capital contribution outside the Ordinary Course of Business; (xxi) there has not been any other occurrence, event, incident, action, failure to act, or obligation beyond or in advance transaction outside the Ordinary Course of its due date or Business involving the date when such liability or obligation would have been paid in the ordinary course of businessCompany; and (nxxii) the Company has not committed to any of the foregoing.

Events Subsequent to Most Recent Fiscal Month End. Except as set forth on Schedule 4.7, since the date that falls on Since the Most Recent Fiscal Month End, there has not been any Company event or occurrence that has had, or is reasonably likely to have, a Material Adverse Effect. Except as set forth on Schedule 4.7 or as disclosed in the Company SEC Reports, since the date that falls on the Most Recent Fiscal Month End through the date hereof: (a) Effect and the Company has not soldnot: (i) become legally obligated to sell, leased, transferred, assign or assigned any assets, tangible or intangible having a value in excess of Fifty Thousand Dollars ($50,000), except for transactions made in the ordinary course of business; (b) the Company has not entered into any material agreement, contract, lease, or license outside the ordinary course of business, including any Company Material Agreement; (c) the Company has not accelerated, terminated, made material modifications to, canceled, or failed to renew, or received any threat from a third party that any of the foregoing would occur, with respect to any Company Material Agreement; (d) the Company has not imposed or had imposed any Security Interest (other than Permitted Exceptions) upon otherwise transfer any of its material assets or properties, tangible, other than in the Ordinary Course of Business; (ii) made any acquisition of all of the capital stock (whether by merger or intangible; otherwise) or all or substantially all of the assets of any Person; (eiii) there has been no change made subjected any material asset to a Security Interest; (iv) amended or authorized any amendment to its charter or bylaws; (v) incurred any indebtedness for borrowed money from a non-affiliated Person or incurred any liability (contingent or otherwise) in excess of $10,000, other than trade payables incurred in the Organizational Documents Ordinary Course of Business; (vi) declared or made any payment or distribution to the Company; (f) Seller, other than in connection with the Seller advancing funds to, and sweeping cash of, the Company has not pursuant to the Seller’s cash management system with Bank of America in the Ordinary Course of Business; (vii) issued, sold, or otherwise pledged, disposed of any securities or other Capital Stockof, or granted encumbered any shares of, or securities convertible into or exchangeable or exercisable for, or options, warrants, calls, commitments or other rights of any kind to purchase or obtain (including upon conversion, exchange, or exercise) acquire any shares of its Capital Stock, or issued any unit appreciation, phantom unit, unit plans, profit participation, or similar rights with respect to the capital stock of the Company; ; (gviii) the Company has not declared, set aside, or paid any dividend or made any distribution with respect to its Capital Stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its Capital Stock; (h) the Company has not experienced any damage, destruction, or loss (whether or not covered by insurance) to its property in excess of Fifty Thousand Dollars ($50,000); (i) the Company has not experienced any strike, work stoppage, or lockout or encountered any labor union organizing activities by or among its employees; (j) the Company has not made any change in accounting methods or principles applicable to its businessaccounting policies, including principles or practices other than as required by law or changes in estimates or valuation methods, ceased making accruals consistent with past practice, or made or caused to be GAAP; (ix) made any restatement of value of loans to any properties or assets Persons other than advances for business expenses in the financial statements Ordinary Course of the Company Business; 11 (other than annual restatements of inventory values in the ordinary course of business); (kx) the Company has not electedentered into, revokedadopted, amended or amended terminated any material Tax electionbonus, settledprofit sharing, compensation or compromised any claim or assessment with respect to Taxesstock option/ownership plan, executed any closing agreement or any other agreement with respect to Taxes, executed or consented to any waivers extending the statutory period of limitations with respect to the collection or assessment of any Taxes, or amended any income severance or other material Tax Returns; (l) the Company has not adopted any new Employee Benefit Plan or amended other arrangement for the benefit of any existing Employee Benefit Plan director, officer or employee, or increased in any manner the compensation or fringe benefits of any director or officer, other than as required under any employment agreement listed in Section 4(m) of the Disclosure Schedule; (except xi) waived any right in any contract listed in Section 4(m) of the Disclosure Schedule, the waiver of which would reasonably be expected to materially detract from the value of such contract to the extent required by Applicable Law); Company; (mxii) become obligated to take any of the Company has not delayed actions specified in subparagraphs (i) through (xi) above; or accelerated payment of (xiii) incurred any account payable or other liability or obligation beyond or in advance of its due date or the date when such liability or obligation would have been paid which is not listed in the ordinary course of business; and Disclosure Schedule. (n) the Company has not committed to any of the foregoing.i)

Events Subsequent to Most Recent Fiscal Month End. Except as set forth shown on Schedule 4.7§4.16 of the Disclosure Schedule, since the date that falls on the Most Recent Fiscal Month End, there none of the following has occurred: (a) There has not been any Company Material Adverse Effect. Except as set forth on Schedule 4.7 or as disclosed Effect and the business of each of the Acquired Companies has been conducted in all material respects in the Company SEC ReportsOrdinary Course of Business; (b) None of the Acquired Companies has sold, since leased, assigned or transferred any assets other than (i) inventory or products sold in the date Ordinary Course of Business or (ii) the factoring in the Ordinary Course of Business of Routine Contracts that falls on are entered into subsequent to the Most Recent Fiscal Month End through the date hereof: (a) the Company has not sold, leased, transferred, or assigned any assets, tangible or intangible having a value in excess of Fifty Thousand Dollars ($50,000), except for transactions made in the ordinary course of businessEnd; (bc) None of the Company Acquired Companies has not entered into any material agreement, contract, lease, or license (or series of related agreements, contracts, leases and licenses) that requires a minimum payment of more than $50,000.00 and is outside the ordinary course Ordinary Course of business, including any Company Material AgreementBusiness; (cd) No Person (including the Company Acquired Companies has not accelerated, modified, or cancelled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) that requires a minimum payment of more than $50,000.00 to which any of the Acquired Companies is a party or by which any of them are bound; (e) None of the Acquired Companies has terminated, made material modifications to, canceled, modified or failed to renew, or received any written threat from a third party (that any of the foregoing would occurwas not subsequently withdrawn) to terminate or fail to renew, with respect to any Company Material Agreement; (d) the Company has not imposed or had imposed any Security Interest (other than Permitted Exceptions) upon any of its assets or properties, tangible, or intangible; (e) there has been no change made or authorized in the Organizational Documents of the CompanyContract; (f) None of the Company Acquired Companies has not imposed any Lien upon any of its assets, tangible or intangible, other than the factoring in the Ordinary Course of Business of Routine Contracts that are entered into subsequent to the Most Recent Fiscal Month End; (g) None of the Acquired Companies has made any capital expenditure (or series of related capital expenditures) involving more than $50,000.00 individually or in the aggregate, and outside the Ordinary Course of Business; (h) None of the Acquired Companies has made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions) involving more than $50,000.00 and outside the Ordinary Course of Business; (i) None of the Acquired Companies has issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any Indebtedness; (j) None of the Acquired Companies has made any loan, advance or capital contribution to, or investment in, any other Person; (k) None of the Acquired Companies has delayed or postponed the payment of accounts payable or other Liabilities outside the Ordinary Course of Business; (l) None of the Acquired Companies has accelerated the timing, invoicing or collection of accounts receivable or other assets; (m) None of the Acquired Companies has cancelled, compromised, waived, or released any right or claim (or series of related rights and claims) for amounts in excess of $50,000.00 and outside the Ordinary Course of Business; (n) None of the Acquired Companies has granted any license or sublicense of any rights under or with respect to any Intellectual Property; (o) None of the Acquired Companies has issued, sold, or otherwise disposed of any securities or other Capital Stockof its capital stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its Capital Stock, or issued any unit appreciation, phantom unit, unit plans, profit participation, or similar rights with respect to the Companycapital stock; (gp) None of the Company Acquired Companies has not declared, set aside, or paid any dividend or made any distribution with respect to its Capital Stock capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its Capital Stockcapital stock; (hq) None of the Company Acquired Companies has not split, combined or reclassified any of their respective equity interests; (r) None of the Acquired Companies has experienced any damage, destruction, destruction or other loss (whether or not covered by insurance) to its property any assets or properties owned, leased or otherwise used by any Acquired Company involving more than $50,000.00 in excess of Fifty Thousand Dollars ($50,000)the aggregate; (is) None of the Company Acquired Companies has not experienced made any strike, work stoppageloan to, or lockout or encountered entered into any labor union organizing activities by or among other transaction with, any of its directors, officers, and employees; (jt) None of the Company Acquired Companies has not made entered into any change in accounting methods employment contract or principles applicable to its businesscollective bargaining agreement or similar arrangements, including changes in estimates written or valuation methods, ceased making accruals consistent with past practiceoral, or made or caused to be made any restatement of value modified the terms of any properties existing such contract or assets in the financial statements of the Company (other than annual restatements of inventory values in the ordinary course of business)agreement; (ku) None of the Company Acquired Companies has not electedgranted (i) any increase in any rate or rates of salaries or compensation or in benefits of any kind to their respective employees, revokedconsultants or independent contractors other than in the Ordinary Course of Business, (ii) any increase in the salary of or compensation to any of their respective employees, consultants or independent contractors that resulted in an increase of more than ten percent (10%) of the employee’s aggregate annual salary and other compensation or (iii) any increase in the salaries of or compensation to all employees that resulted in an aggregate increase of more than three percent (3%) of all employee salaries and compensation; (v) None of the Acquired Companies has (i) made, changed, or amended rescinded any material Tax election, settledelection or annual accounting period, or adopted or changed any accounting method in respect of Taxes or otherwise, (ii) settled or otherwise compromised any claim relating to Taxes, (iii) entered into any closing agreement or assessment similar agreement relating to Taxes, (iv) requested any ruling or similar guidance with respect to Taxes, executed (v) surrendered any closing agreement right to claim a refund of Taxes, (vi) amended any Tax Return, or (vii) consented to any extension or waiver of the limitation period applicable to any Tax audit or assessment relating to any of the Acquired Companies; (w) None of the Acquired Companies has hired any individual, entered into any employment agreement, consulting agreement, severance agreement, or other agreement with respect providing for payments to Taxesofficers, executed directors, employees, consultants, agents or other representatives, or amended or terminated any such agreement to which any Acquired Company is a party, or entered into or amended any Employee Benefit Plan; (x) None of the Acquired Companies has made any payment or commitment to pay any severance or termination payment to any of their respective officers, directors, employees, consultants, agents or other representatives; (y) None of the Acquired Companies has made or adopted a change in its accounting methods, systems, policies, principles or practices; (z) None of the Acquired Companies has made or authorized any amendment to their respective Organizational Documents; (aa) None of the Acquired Companies has entered into a new line of business or abandoned or discontinued existing lines of business; (bb) None of the Acquired Companies has adopted any plan of merger, consolidation, reorganization, liquidation or dissolution or filed a petition in bankruptcy under any provisions of federal or state bankruptcy Laws or consented to any waivers extending the statutory period of limitations with respect to the collection or assessment filing of any Taxes, or amended bankruptcy petition against it under any income or other material Tax Returns; (l) the Company has not adopted any new Employee Benefit Plan or amended any existing Employee Benefit Plan (except to the extent required by Applicable similar Law); (m) the Company has not delayed or accelerated payment of any account payable or other liability or obligation beyond or in advance of its due date or the date when such liability or obligation would have been paid in the ordinary course of business; and (ncc) None of the Company Acquired Companies has not committed to any of the foregoing.

Events Subsequent to Most Recent Fiscal Month End. Except as set forth on Schedule 4.7, since the date that falls on Since the Most Recent Fiscal Month End, there has not been any Company Material Adverse EffectChange. Except as set forth on Schedule 4.7 or as disclosed in Without limiting the Company SEC Reportsgenerality of the foregoing, since the date that falls on the Most Recent Fiscal Month End through the date hereofdate: (ai) the Company Xxxxxxxx.xxx has not sold, leased, transferred, or assigned any of its assets, tangible or intangible having a value in excess of Fifty Thousand Dollars ($50,000)intangible, except for transactions made other than in the ordinary course Ordinary Course of businessBusiness; (bii) the Company Xxxxxxxx.xxx has not entered into any material agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) either involving more than $10,000.00 or outside the ordinary course Ordinary Course of business, including any Company Material AgreementBusiness; (ciii) the Company No party (including Xxxxxxxx.xxx) has not accelerated, terminated, made material modifications tomodified, canceledcancelled any agreement, contract, lease or failed license (or series of related agreements, contract, leases, and licenses) involving more than $10,000 to renew, which Xxxxxxxx.xxx is a party or received any threat from a third party that any by which it is bound outside the Ordinary Course of the foregoing would occur, with respect to any Company Material Agreement;Business. (div) the Company Xxxxxxxx.xxx has not imposed or had imposed permitted to exist any Security Interest (other than Lien, except Permitted Exceptions) Liens, upon any of its assets or propertiesassets, tangible, tangible or intangible; (ev) there has been no change made or authorized in the Organizational Documents of the Company; (f) the Company has not issued, sold, or otherwise disposed of any securities or other Capital Stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its Capital Stock, or issued any unit appreciation, phantom unit, unit plans, profit participation, or similar rights with respect to the Company; (g) the Company has not declared, set aside, or paid any dividend or made any distribution with respect to its Capital Stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its Capital Stock; (h) the Company has not experienced any damage, destruction, or loss (whether or not covered by insurance) to its property in excess of Fifty Thousand Dollars ($50,000); (i) the Company has not experienced any strike, work stoppage, or lockout or encountered any labor union organizing activities by or among its employees; (j) the Company Xxxxxxxx.xxx has not made any change in accounting methods or principles applicable to its businesscapital investment in, including changes in estimates or valuation methods, ceased making accruals consistent with past practiceany loan to, or made or caused to be made any restatement acquisition of value of any properties the securities or assets in the financial statements of the Company (of, any other Person, other than annual restatements an Affiliate, (or series of inventory values in related capital investments, loans, and acquisitions) either involving more than $10,000.00 or outside the ordinary course Ordinary Course of business)Business. This excludes any Affiliate transactions; (kvi) the Company Xxxxxxxx.xxx has not electedissued any note, revokedbond, or amended any material Tax electionother debt security or created, settledincurred, assumed, or compromised guaranteed any claim indebtedness for borrowed money or assessment with respect to Taxes, executed any closing agreement capitalized lease obligation either involving more than $10,000.00 singly or any other agreement with respect to Taxes, executed or consented to any waivers extending $100,000.00 in the statutory period of limitations with respect to the collection or assessment of any Taxes, or amended any income or other material Tax Returns; (l) the Company aggregate that has not adopted any new Employee Benefit Plan or amended any existing Employee Benefit Plan (except to the extent required by Applicable Law)been waived; (m) the Company has not delayed or accelerated payment of any account payable or other liability or obligation beyond or in advance of its due date or the date when such liability or obligation would have been paid in the ordinary course of business; and (n) the Company has not committed to any of the foregoing.

Events Subsequent to Most Recent Fiscal Month End. Except as set forth on Schedule 4.7, since the date that falls on Since the Most Recent Fiscal Month End, there has not been any Company Material Adverse Effect. Except as set forth on Schedule 4.7 or as disclosed material adverse change in the Company SEC Reportsbusiness, financial condition, operations, results of operations or future prospects of INTEGRA. Without limiting the generality of the foregoing, since the date that falls on the Most Recent Fiscal Month End through the date hereofdate: (ai) the Company INTEGRA has not sold, leased, transferred, or assigned any of its assets, tangible or intangible having a value in excess of Fifty Thousand Dollars ($50,000)intangible, except for transactions made other than in the ordinary course Ordinary Course of businessBusiness; (bii) the Company INTEGRA has not entered into any material agreement, contract, lease, or license (or series of related agreements, contracts, leases and licenses) either involving more than $20,000 or outside the ordinary course Ordinary Course of business, including any Company Material AgreementBusiness; (ciii) the Company no party (including INTEGRA) has not accelerated, terminated, made material modifications to, canceledmodified, or failed to renewcanceled any agreement, contract, lease, or received any threat from license (or series of related agreements, contracts, leases and licenses) involving more than $20,000 to which INTEGRA is a third party that or by which any of the foregoing would occur, with respect to any Company Material Agreementthem is bound; (div) the Company INTEGRA has not imposed or had imposed any Security Interest (other than Permitted Exceptions) upon any of its assets or propertiesassets, tangible, tangible or intangible; (ev) INTEGRA has not made any capital expenditure (or series of related capital expenditures) either involving more than $20,000 or outside the Ordinary Course of Business; (vi) INTEGRA has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans and acquisitions) either involving more than $20,000 or outside the Ordinary Course of Business; (vii) INTEGRA has not issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligation either involving more than $10,000 singly or $20,000 in the aggregate; (viii) INTEGRA has not delayed or postponed the payment of accounts payable and other Liabilities outside the Ordinary Course of Business; (ix) INTEGRA has not canceled, compromised, waived, or released any right or claim (or series of related rights and claims) either involving more than $20,000 or outside the Ordinary Course of Business; (x) INTEGRA has not granted any license or sublicense of any rights under or with respect to any Intellectual Property except for standard licenses of its software that are commercially available to the public in the Ordinary Course of Business; (xi) there has been no change made or authorized in the Organizational Documents certificate of the Companyincorporation or bylaws of INTEGRA; (fxii) the Company INTEGRA has not issued, sold, or otherwise disposed of any securities or other Capital Stockof its capital stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, exchange or exercise) any of its Capital Stock, or issued any unit appreciation, phantom unit, unit plans, profit participation, or similar rights with respect to the Companycapital stock; (gxiii) the Company INTEGRA has not declared, set aside, or paid any dividend or made any distribution with respect to its Capital Stock capital stock (whether in cash or in kind) or redeemed, purchased, purchased or otherwise acquired any of its Capital Stockcapital stock; (hxiv) the Company INTEGRA has not experienced any damage, destruction, destruction or loss (whether or not covered by insurance) to its property in excess of Fifty Thousand Dollars ($50,000)property; (ixv) the Company has not experienced any strike, work stoppage, or lockout or encountered any labor union organizing activities by or among its employees; (j) the Company INTEGRA has not made any change in accounting methods or principles applicable to its business, including changes in estimates or valuation methods, ceased making accruals consistent with past practiceloan to, or made or caused to be made entered into any restatement other transaction with, any of value its directors, officers and employees outside the Ordinary Course of any properties or assets in the financial statements of the Company (other than annual restatements of inventory values in the ordinary course of business)Business; (kxvi) the Company INTEGRA has not electedentered into any employment contract or collective bargaining agreement, revokedwritten or oral, or amended any material Tax election, settled, or compromised any claim or assessment with respect to Taxes, executed any closing agreement or any other agreement with respect to Taxes, executed or consented to any waivers extending modified the statutory period of limitations with respect to the collection or assessment terms of any Taxes, existing such contract or amended any income or other material Tax Returnsagreement; (l) the Company has not adopted any new Employee Benefit Plan or amended any existing Employee Benefit Plan (except to the extent required by Applicable Law); (m) the Company has not delayed or accelerated payment of any account payable or other liability or obligation beyond or in advance of its due date or the date when such liability or obligation would have been paid in the ordinary course of business; and (n) the Company has not committed to any of the foregoing.

Events Subsequent to Most Recent Fiscal Month End. Except as set forth on Schedule 4.7, since the date that falls on Since the Most Recent Fiscal Month End, there has not been any Company Material Adverse Effect. Except as set forth on Schedule 4.7 or as disclosed material adverse change in the Company SEC Reportsbusiness, financial condition, operations or results of operations of the Target. Without limiting the generality of the foregoing, since the date that falls on the Most Recent Fiscal Month End through the date hereofdate: (ai) the Company Target has not sold, leased, transferred, or assigned any material assets, tangible or intangible having a value in excess intangible, outside the Ordinary Course of Fifty Thousand Dollars ($50,000), except for transactions made in the ordinary course of businessBusiness; (bii) the Company Target has not entered into any material agreement, contract, lease, or license outside the ordinary course Ordinary Course of businessBusiness other than the Master Service Agreement with Xxxxxx Professional Services of Arizona, including any Company Material AgreementLLC dated November 26, 2007; (ciii) no party (including the Company Target) has not accelerated, terminated, made material modifications to, canceledor canceled any material agreement, contract, lease, or failed license to renew, which the Target is a party or received any threat from a third party that by which any of the foregoing would occur, with respect to any Company Material Agreementthem is bound; (div) the Company Target has not imposed or had imposed any Security Interest (other than Permitted Exceptions) upon any of its assets or propertiesassets, tangible, tangible or intangible; (ev) the Target has not made any material capital expenditures outside the Ordinary Course of Business; (vi) the Target has not made any material capital investment in, or any material loan to, any other Person outside the Ordinary Course of Business; (vii) the Target has not created, incurred, assumed, or guaranteed any indebtedness for borrowed money and capitalized lease obligations; (viii) the Target has not granted any license or sublicense of any material rights under or with respect to any Intellectual Property owned or used by the Target; (ix) there has been no change made or authorized in the Organizational Documents charter or bylaws of the CompanyTarget; (fx) the Company Target has not issued, sold, or otherwise disposed of any securities or other Capital Stockof its capital stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its Capital Stock, or issued any unit appreciation, phantom unit, unit plans, profit participation, or similar rights with respect to the Companycapital stock; (gxi) the Company Target has not declared, set aside, or paid any dividend or made any distribution with respect to its Capital Stock capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its Capital Stockcapital stock; (hxii) the Company Target has not experienced any material damage, destruction, or loss (whether or not covered by insurance) to its property property; (xiii) the Target has not made any loan to, or entered into any other transaction with, any of its directors, officers, and employees outside the Ordinary Course of Business; (xiv) the Target has not entered into any employment contract or collective bargaining agreement, written or oral, or modified the terms of any existing such contract or agreement; (xv) the Target has not granted any increase in excess the base compensation of Fifty Thousand Dollars any of its directors, officers, and employees outside the Ordinary Course of Business; ($50,000xvi) the Target has not adopted, amended, modified, or terminated any bonus, profit-sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its directors, officers, and employees (or taken any such action with respect to any other Employee Benefit Plan); (ixvii) the Company has not experienced any strike, work stoppage, or lockout or encountered any labor union organizing activities by or among its employees; (j) the Company Target has not made any other material change in accounting methods or principles applicable to its business, including changes in estimates or valuation methods, ceased making accruals consistent with past practice, or made or caused to be made employment terms for any restatement of value of any properties or assets in the financial statements of the Company (other than annual restatements of inventory values in the ordinary course of business); (k) the Company has not elected, revoked, or amended any material Tax election, settled, or compromised any claim or assessment with respect to Taxes, executed any closing agreement or any other agreement with respect to Taxes, executed or consented to any waivers extending the statutory period of limitations with respect to the collection or assessment of any Taxes, or amended any income or other material Tax Returns; (l) the Company has not adopted any new Employee Benefit Plan or amended any existing Employee Benefit Plan (except to the extent required by Applicable Law); (m) the Company has not delayed or accelerated payment of any account payable or other liability or obligation beyond or in advance of its due date or directors, officers, and employees outside the date when such liability or obligation would have been paid in the ordinary course Ordinary Course of businessBusiness; and (nxviii) the Company Target has not committed to take any of the foregoingactions listed in Section4(h)(i)-(xvii).

Events Subsequent to Most Recent Fiscal Month End. Except as set forth on Schedule 4.75.8, since the date that falls on the Most Recent Fiscal Month End, there has not been any Company Material Adverse Effect. Except as set forth on Schedule 4.7 or as disclosed in the Company SEC Reports5.8, since the date that falls on the Most Recent Fiscal Month End through the date hereof: (a) the Company PURO has not sold, leased, transferred, or assigned any assets, tangible or intangible having a value in excess of Fifty Thousand Dollars ($50,000), except for transactions made sales of inventory in the ordinary course of business; (b) the Company PURO has not entered into any material agreement, contract, lease, or license outside the ordinary course of business, including any Company Material Agreement; (c) the Company PURO has not accelerated, terminated, made material modifications to, canceled, canceled or failed to renew, or received any threat from a third party that any of the foregoing would occur, with respect to any Company Material Agreement; (d) the Company PURO has not imposed or had imposed any Security Interest (other than Permitted Exceptions) upon any of its assets or properties, tangible, tangible or intangible; (e) except for the Indebtedness being paid off at the Closing, PURO has not created, incurred, assumed, or guaranteed more than Thirty Thousand Dollars ($30,000) in aggregate Indebtedness for borrowed money and capitalized lease obligations; (f) there has been no change made or authorized in the Organizational Documents of the CompanyPURO; (fg) the Company PURO has not issued, sold, or otherwise disposed of any securities or other Capital Stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its Capital Stock, or issued any unit appreciation, phantom unit, unit plans, profit participation, or similar rights with respect to the CompanyPURO; (gh) the Company PURO has not declared, set aside, or paid any dividend or made any distribution with respect to its Capital Stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its Capital Stock; (hi) the Company PURO has not experienced any damage, destruction, or loss (whether or not covered by insurance) to its property in excess of Seventeen Thousand Five Hundred Dollars ($17,500) individually or Fifty Thousand Dollars ($50,000)) collectively; (ij) Except for repayment of short term notes, PURO has not paid any liability or obligation, or discharged or satisfied any Security Interest (excluding Permitted Exceptions), other than payment of current liabilities in the Company ordinary course of business or those securing liabilities or obligations not in excess of Seventeen Thousand Five Hundred Dollars ($17,500) individually or Fifty Thousand Dollars ($50,000) collectively; (k) PURO has not canceled or compromised any debt or claim, or waived or released any right of material value, in excess of Seventeen Thousand Five Hundred Dollars ($17,500) individually or Fifty Thousand Dollars ($50,000) collectively, other than in exchange for the full fair value thereof; (l) PURO has not experienced any strike, work stoppage, or lockout or encountered any labor union organizing activities by or among its employees; (jm) PURO has not made any acquisition of any properties or assets having in the Company aggregate a fair market value in excess of Seventeen Thousand Five Hundred Dollars ($17,500) individually or Fifty Thousand Dollars ($50,000) collectively; (n) PURO has not made any change in accounting methods or principles applicable to its business, including changes in estimates or valuation methods, ceased making accruals consistent with past practice, or made or caused to be made any restatement of value of any properties or assets in the financial statements of the Company Financial Statements (other than annual restatements of inventory values in the ordinary course of business); (ko) the Company PURO has not elected, revoked, or amended any material Tax election, settled, settled or compromised any claim or assessment with respect to Taxes, executed any closing agreement or any other agreement with respect to Taxes, executed or consented to any waivers extending the statutory period of limitations with respect to the collection or assessment of any Taxes, or amended any income or other material Tax Returnsreturns; (lp) PURO has not increased the Company compensation payable, or to become payable, to any of its officers or employees who receive W-2 compensation of Seventy Five Thousand Dollars ($75,000) or more during calendar year 2021, or made any bonus payment or similar arrangement with, or increased the scope or nature of any fringe benefits provided for, such officers or employees. (q) PURO has not adopted any new Employee Benefit Plan or amended any existing Employee Benefit Plan (except to the extent required by Applicable Law); (mr) PURO has not adopted any new Employee Benefit Plan or amended any existing Employee Benefit Plan (except to the Company extent required by Applicable Law); (s) PURO has not delayed or accelerated payment of any account payable or other liability or obligation beyond or in advance of its due date or the date when such liability or obligation would have been paid in the ordinary course of business; and (nt) the Company PURO has not committed to any of the foregoing.

Events Subsequent to Most Recent Fiscal Month End. Except as set forth on Schedule 4.7§4(h) of the Disclosure Schedule, since the date that falls on the Most Recent Fiscal Month End, there has not been any Company Material Adverse Effectmaterial adverse change in the business, financial condition, operations, results of operations, or future prospects of the Target. Except Without limiting the generality of the foregoing, since that date and except as set forth on Schedule 4.7 or as disclosed in §4(h) of the Company SEC Reports, since the date that falls on the Most Recent Fiscal Month End through the date hereofDisclosure Schedule: (ai) the Company The Target has not sold, leased, transferred, or assigned any of its assets, tangible or intangible having intangible, other than for a value in excess of Fifty Thousand Dollars ($50,000), except for transactions made fair consideration in the ordinary course Ordinary Course of businessBusiness; (bii) the Company The Target has not entered into any material agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) outside the ordinary course Ordinary Course of business, including any Company Material AgreementBusiness; (ciii) no party (including the Company Target) has not accelerated, terminated, made material modifications to, canceledmodified, or failed to renewcancelled any agreement, contract, lease, or received any threat from license (or series of related agreements, contracts, leases, and licenses) to which the Target is a third party that any of the foregoing would occur, with respect to any Company Material Agreementor by which it is bound; (div) the Company Target has not imposed or had imposed any Security Interest (other than Permitted Exceptions) upon any of its assets or propertiesassets, tangible, tangible or intangible; (ev) the Target has not made any capital expenditure (or series of related capital expenditures) either involving more than $25,000 or outside the Ordinary Course of Business; (vi) the Target has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions) either involving more than $25,000 or outside the Ordinary Course of Business; (vii) the Target has not issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligation; (viii) the Target has not delayed or postponed the payment of accounts payable and other Liabilities outside the Ordinary Course of Business; (ix) the Target has not cancelled, compromised, waived, or released any right or claim (or series of related rights and claims) outside the Ordinary Course of Business; (x) the Target has not granted any license or sublicense of any rights under or with respect to any Intellectual Property; (xi) there has been no change made or authorized in the Organizational Documents charter or bylaws of the CompanyTarget; (fxii) the Company Target has not issued, sold, or otherwise disposed of any securities or other Capital Stockof its capital stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its Capital Stock, or issued any unit appreciation, phantom unit, unit plans, profit participation, or similar rights with respect to the Companycapital stock; (gxiii) the Company Target has not declared, set aside, or paid any dividend or made any distribution with respect to its Capital Stock capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its Capital Stockcapital stock; (hxiv) the Company Target has not experienced any damage, destruction, or loss (whether or not covered by insurance) to its property property; (xv) the Target has not made any loan to, or entered into any other transaction with, any of its directors, officers, and employees outside the Ordinary Course of Business; (xvi) the Target has not entered into any employment contract or collective bargaining agreement, written or oral, or modified the terms of any existing such contract or agreement; (xvii) the Target has not granted any increase in excess the base compensation of Fifty Thousand Dollars any of its directors, officers, and employees outside the Ordinary Course of Business; ($50,000xviii) the Target has not adopted, amended, modified, or terminated any bonus, profit-sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its directors, officers, and employees (or taken any such action with respect to any other Employee Benefit Plan); (ixix) the Company has not experienced any strike, work stoppage, or lockout or encountered any labor union organizing activities by or among its employees; (j) the Company Target has not made any other change in accounting methods or principles applicable to employment terms for any of its businessdirectors, including changes in estimates or valuation methodsofficers, ceased making accruals consistent with past practice, or made or caused to be made any restatement and employees outside the Ordinary Course of value of any properties or assets in the financial statements of the Company (other than annual restatements of inventory values in the ordinary course of business)Business; (kxx) the Company Target has not elected, revoked, made or amended pledged to make any material Tax election, settled, or compromised any claim or assessment with respect to Taxes, executed any closing agreement or any other agreement with respect to Taxes, executed or consented to any waivers extending the statutory period of limitations with respect to the collection or assessment of any Taxes, or amended any income charitable or other material Tax Returnscapital contribution outside the Ordinary Course of Business; (lxxi) the Company there has not adopted been any new Employee Benefit Plan other occurrence, event, incident, action, failure to act, or amended any existing Employee Benefit Plan (except to transaction outside the extent required by Applicable Law); (m) Ordinary Course of Business involving the Company has not delayed or accelerated payment of any account payable or other liability or obligation beyond or in advance of its due date or the date when such liability or obligation would have been paid in the ordinary course of businessTarget; and (nxxii) the Company Target has not committed to any of the foregoing.